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PSA for Annual Pavement Inspection & Management Services -20241 201749v1 PROFESSIONAL SERVICES AGREEMENT AGREEMENT made this 15th day of April, 2024, by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation ("City") and BRAUN INTERTEC CORPORATION, A Minnesota corporation ("Consultant"). IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Consultant for 2024 Pavement Inspection and Condition Rating Services. 2. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents," all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A.This Professional Services Agreement; B.Insurance Certificate; C.Request for Proposals (“RFP”) dated February 9, 2024 D.Consultant’s February 20, 2024 proposal (“Proposal”). In the event of conflict among the provisions of the Contract Documents, the order in which they are listed above shall control in resolving any such conflicts, with Contract Document “A” having the first priority and Contract Document “D” having the last priority. 3.COMPENSATION. Consultant shall be paid by the City for the services described in the Proposal a not to exceed fee of Twenty Nine Thousand Sixty Hundred Forty Dollars ($29,640.00), inclusive of expenses. Services performed directly by Consultant shall be paid at an hourly rate in accordance with the Proposal, subject to the not to exceed fee. The not to exceed fees and expenses shall not be adjusted if the estimated hours to perform a task, the number of required meetings, or any other estimate or assumption is exceeded. Consultant shall bill the City as the work progresses. Payment shall be made by the City within thirty-five (35) days of receipt of an invoice. 4.DOCUMENT OWNERSHIP. All reports, plans, models, diagrams, analyses, and information generated in connection with performance of this Agreement shall be the property of the City. The City may use the information for its purposes. Documents prepared by Consultant under this Agreement are not intended or represented to be suitable for reuse by the City or others on extensions or modifications of the Scope of Services or on any other project. Any such reuse without written verification or adaptation by Consultant for the specific purpose DocuSign Envelope ID: 5A2C1714-E7E4-4D8F-A795-29E06F5DE482 2 201749v1 intended will be at the City’s sole risk, and the City agrees to hold Consultant harmless for all costs and liability arising out of such unauthorized use. 5. CHANGE ORDERS. All change orders, regardless of amount, must be approved in advance and in writing by the City. No payment will be due or made for work done in advance of such approval. 6. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to the provisions of services to be provided. 7. STANDARD OF CARE. Consultant shall exercise the same degree of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by a professional consultant exercised under similar circumstances and in the same locality. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of Consultant’s services. 8. INDEMNIFICATION. Consultant shall indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all claims, demands, actions, causes of action, including costs and reasonable attorney's fees, arising out of or by reason of the execution or performance of the services provided for herein to the comparative extent they are caused by the negligent acts or omissions of Consultant or those for whom Consultant is legally responsible and further agrees to reimburse the City for reasonable defense costs incurred, to the extent caused by Consultant’s negligence, and covered under Consultant’s professional liability insurance. Neither party hereto shall be responsible or held liable to the other for punitive, indirect, incidental, or consequential damages, or liability for loss of use, loss of business opportunity, loss of profit or revenue, loss of product or output, or business interruption. 9. INSURANCE. Consultant shall secure and maintain such insurance as will protect Consultant from claims under the Worker’s Compensation Acts, automobile liability, and from claims for bodily injury, death, or property damage which may arise from the performance of services under this Agreement. Such insurance shall be written for amounts not less than: Commercial General Liability $2,000,000 each occurrence/aggregate Automobile Liability $2,000,000 combined single limit Professional Liability $2,000,000 each occurrence/aggregate The City shall be named as an additional insured on the general liability policy on a primary and non- contributory basis. Before commencing work, the Consultant shall provide the City a certificate of insurance evidencing the required insurance coverage in a form acceptable to City. DocuSign Envelope ID: 5A2C1714-E7E4-4D8F-A795-29E06F5DE482 3 201749v1 10. INDEPENDENT CONTRACTOR. The City hereby retains Consultant as an independent contractor upon the terms and conditions set forth in this Agreement. Consultant is not an employee of the City and is free to contract with other entities as provided herein. Consultant shall be responsible for selecting the means and methods of performing the work. Consultant shall furnish any and all supplies, equipment, and incidentals necessary for Consultant’s performance under this Agreement. City and Consultant agree that Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's agents or employees are in any manner agents or employees of the City. Consultant shall be exclusively responsible under this Agreement for Consultant’s own FICA payments, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be paid by law or regulation. 11. SUBCONTRACTORS. Consultant shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. Consultant shall comply with Minnesota Statutes § 471.425. Consultant must pay subcontractors for all undisputed services provided by subcontractors within ten (10) days of Consultant’s receipt of payment from City. Consultant must pay interest of one and five-tenths percent (1.5%) per month or any part of a month to subcontractors on any undisputed amount not paid on time to subcontractors. The minimum monthly interest penalty payment for an unpaid balance of One Hundred Dollars ($100.00) or more is Ten Dollars ($10.00). 12. CONTROLLING LAW/VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. In the event of litigation, the exclusive venue shall be in the District Court of the State of Minnesota for Carver County Minnesota. 13. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Consultant must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by the City pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by Consultant pursuant to this Agreement. Consultant is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event Consultant receives a request to release data, Consultant must immediately notify City. City will give Consultant instructions concerning the release of the data to the requesting party before the data is released. Consultant agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Consultant’s officers’, agents’, city’s, partners’, employees’, volunteers’, assignees’ or subcontractors’ unlawful disclosure and/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. 14. COPYRIGHT. Consultant shall defend actions or claims charging infringement of any copyright or software license by reason of the use or adoption of any software, designs, drawings or specifications supplied by it, and it shall hold harmless the City from loss or damage DocuSign Envelope ID: 5A2C1714-E7E4-4D8F-A795-29E06F5DE482 4 201749v1 resulting therefrom. 15. PATENTED DEVICES, MATERIALS AND PROCESSES. If the Contract requires, or the Consultant desires, the use of any design, devise, material or process covered by letters, patent or copyright, trademark or trade name, the Consultant shall provide for such use by suitable legal agreement with the patentee or owner and a copy of said agreement shall be filed with the City. If no such agreement is made or filed as noted, the Consultant shall indemnify and hold harmless the City from any and all claims for infringement by reason of the use of any such patented designed, device, material or process, or any trademark or trade name or copyright in connection with the services agreed to be performed under the Contract, and shall indemnify and defend the City for any costs, liability, expenses and attorney's fees that result from any such infringement. 16. RECORDS. Consultant shall maintain complete and accurate records of hours worked and expenses involved in the performance of services. 17. ASSIGNMENT. Neither party shall assign this Agreement, or any interest arising herein, without the written consent of the other party. 18. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 19. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof, as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 20. TERMINATION. This Agreement may be terminated by the City for any reason or for convenience upon written notice to the Consultant. In the event of termination, the City shall be obligated to the Consultant for payment of amounts due and owing including payment for services performed or furnished to the date and time of termination. 21. LIMITATION OF LIABILITY. Consultant’s aggregate liability for all claims, including any defense obligations, is limited to the greater of the anticipated fee for the services or the amounts of insurance contained in Section 9. DocuSign Envelope ID: 5A2C1714-E7E4-4D8F-A795-29E06F5DE482 5 201749v1 Dated: _______________. CITY OF CHANHASSEN BY: _____________________________________________ Elise Ryan, Mayor BY: _____________________________________________ Laurie Hokkanen, City Manager Dated: _______________. BRAUN INTERTEC CORPORATION BY: _____________________________________________ ___________________ Its ________________________ DocuSign Envelope ID: 5A2C1714-E7E4-4D8F-A795-29E06F5DE482 Senior Engineer 4/18/2024 Amy Grothaus 4/18/2024 Certificate Of Completion Envelope Id: 5A2C1714E7E44D8FA79529E06F5DE482 Status: Completed Subject: Complete with DocuSign: 2024 PSA - Annual Pavement Inspection & Pavement Management Services.pdf Source Envelope: Document Pages: 5 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Stacy Osen AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) PO Box 147 7700 Market Boulevard Chanhassen, MN 55317 sosen@ci.chanhassen.mn.us IP Address: 162.210.217.65 Record Tracking Status: Original 4/16/2024 2:22:38 PM Holder: Stacy Osen sosen@ci.chanhassen.mn.us Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Chanhassen Location: DocuSign Signer Events Signature Timestamp Amy Grothaus AGrothaus@braunintertec.com Senior Engineer Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 64.33.138.19 Sent: 4/16/2024 2:27:06 PM Viewed: 4/18/2024 8:16:16 AM Signed: 4/18/2024 8:17:41 AM Electronic Record and Signature Disclosure: Accepted: 4/18/2024 8:16:16 AM ID: 5d56db66-095e-4b8c-a21c-e8c3eae64a3b Laurie Hokkanen lhokkanen@ci.chanhassen.mn.us City Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 162.210.217.65 Sent: 4/18/2024 8:17:42 AM Viewed: 4/18/2024 8:35:25 AM Signed: 4/18/2024 8:35:32 AM Electronic Record and Signature Disclosure: Accepted: 4/18/2024 8:35:25 AM ID: 1ee2075a-be16-45e3-8fc0-5435d619f9ea Elise Ryan eryan@ci.chanhassen.mn.us Mayor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.20.147.168 Sent: 4/18/2024 8:35:34 AM Viewed: 4/18/2024 8:45:53 AM Signed: 4/18/2024 8:46:03 AM Electronic Record and Signature Disclosure: Accepted: 4/18/2024 8:45:53 AM ID: 80974164-4d2a-4e39-ad7c-08c64257392b In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Erik Henricksen ehenricksen@chahassenmn.gov Security Level: Email, Account Authentication (None) Sent: 4/18/2024 8:46:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stacy Osen sosen@ci.chanhassen.mn.us Administrative Support Specialist City of Chanhassen Security Level: Email, Account Authentication (None) Sent: 4/18/2024 8:46:05 AM Resent: 4/18/2024 8:46:07 AM Viewed: 4/18/2024 8:48:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/16/2024 2:27:06 PM Certified Delivered Security Checked 4/18/2024 8:45:53 AM Signing Complete Security Checked 4/18/2024 8:46:03 AM Completed Security Checked 4/18/2024 8:46:05 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Chanhassen (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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