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Approve Joint Powers Agreement with Carver County for Trail Improvements between Market Boulevard and Powers Boulevard 72 - 1Ilk MEMORANDUM CITY OF TO: Todd Gerhardt, City Manager a (JrA r CHANHASSFN FROM: Paul Oehme, Director of Public Works/City Engineer yi 7700 Market Boulevard DATE: August 22, 2016 PO Box 147 Chanhassen,MN 55317 SUBJ: Approve Joint Powers Agreement with Carver County for Trail Improvements along TH 5 from Market Blvd. to Powers Blvd. - Project Administration No. 16-03 Phone:952.227.1100 Fax:952.227.1110 PROPOSED MOTION Building Inspections "The City Council approves a Joint Powers Agreement with Carver County for trail Phone:952,227.1180 improvements along TH 5 from Market Blvd. to Powers Blvd and quote for the trail Fax 952.227.1190 improvements to GMH Asphalt in the amount of$70,236.00, City Project No. 16-03." Engineering City Council approval requires a simple majority vote of the City Council present. Phone:952.227.1160 Fax:952.227.1170 DISCUSSION Finance Phone:952.227.1140 Carver County applied for Federal Funds in 2014 to reconstruct a segment of trail along Fax:952227.1110 TH 5 from Powers Boulevard in Market Blvd./TH 101. The application was part of the Park&Recreation regional solicitation for transportation projects. The County was awarded $334,381 in Phone:952.227.1120 Federal Funding for the project for construction year 2017. This segment of trail is Fax:952,227.1110 planned to be added on the Carver County's Master Trail Plan. The trail section is in poor condition and should be replaced. The trail is currently 8' feet wide and is proposed Recreation Center to be widened to 10' per current design standards. 2310 Coulter Boulevard Phone:952.227.1400 Fax:952227.1404 This year, MnDOT made improvements to TH 5; this included the intersection of Market Blvd./TH 101 which is in the 2014 trail project application area. Planning& Natural Resources City and Carver County staff concluded that the reconstruction of the remaining trail Phone:952.227.1130 segments is not cost effective to run through the Federal process. At the time of the grant Fax:952.227.1110 application it was estimate the construction cost for the mile-long segment of trail would Public Works be $401,000. Per the Carver County Cost Share Agreement, the City would be 1591 Park Road responsible for 50% of the local match. Chanhassen and Carver County would have to Phone:952.227.1300 supply the local construction match of$83,585 plus design, engineering and inspection of Fax:952.227.1310 $78,000, for a total of$161,585. The City share of the project was estimated at $80,792.50 if the trail project would go through the Federal process. Senior Center Phone:952.227.1125 City staff obtained three quotes for the trail improvements as follows: Fax:952.227.1110 Web Site Park Construction $82,000.00 www.ci.chanhassen.mn.us GMH Asphalt $70,236.00 Meyers Contracting $115,050.00 uns\cfss\shared_d McNRA'2 IMIMPAIN-03rglglnefardiggnaes inneh 2'Zir bkgd appry th5 trail quote jpa..doc The lowest quote was from GMH Asphalt. Per Carver County cost share policy, the County would pay for 50% of the improvements along with any indirect cost. The City's share of the project is there for estimated at$35,118.00. If the project moves forward the project will be completed in the next month. GMH Asphalt has worked on other trail and street projects for the City recently. GMH Asphalt's work has been acceptable. The Carver County Board approved the Joint Powers Agreement on August 16, 2016. The city attorney drafted the Agreement. Funding for the project is proposed from Pavement Management. Attachments: Joint Powers Agreement CIP Sheet# ST-018 \\cfs5\cfs5\shared_data\eng\public\ 2016 projects\16-03 th 5 acceleration lanes imp\082216 bkgd appry th5 trail quote jpa..doc JOINT POWERS AGREEMENT between CARVER COUNTY AND THE CITY OF CHANHASSEN for DESIGN AND CONSTRUCTION of A TRAIL BETWEEN HIGHWAY 101 AND THE TCW BRIDGE AND BETWEEN THE TCW BRIDGE AND POWERS BOULEVARD THIS AGREEMENT (the "Agreement"), made and entered into by and between the City of Chanhassen, a municipal corporation, organized under the laws of the State of Minnesota, party of the first part, hereinafter referred to as "City", and the County of Carver, Minnesota, a municipal corporation organized under the laws of the State of Minnesota, party of the second part, hereinafter referred to as "County"; WITNESSETH: WHEREAS, the County and the City have been involved in planning work and meetings relating to the design and construction of a trail between Highway 101 and TCW bridge and between the TCW bridge and Powers Boulevard in the City of Chanhassen (the "Project"), and WHEREAS, it is the desire of both of the parties hereto to enter into a written document regarding the design and construction of the trail segments, and WHEREAS, Minnesota Statutes, Section 471.59 provides that two or more governmental units may by Agreement jointly exercise any power common to the contracting parties. NOW, THEREFORE, pursuant to Minnesota Statutes 471.59 and in consideration of the mutual covenants and promises hereinafter contained, it is agreed by and between the City and the County as follows: Article 1 Enabling Authority Minnesota Statutes Section 471.59 authorizes two or more governmental units to jointly exercise any power common to the contracting parties. Article 2 Purpose This Agreement shall apply only to the design and construction of the trail project. Article 3 Prosecution of Work A. The City will: Page 1 of 8 188381v1 1) Obtain quotes and pricing for the project. 2) Act as the contracting agency for the Project in accordance with the competitive bidding requirements of Minnesota Statutes 471.345 and 375.21. 3) Provide necessary surveying and construction inspection engineering services for the Project. 5) Obtain concurrence from the County Engineer in the award of construction contracts for the Project. The City shall not award the construction contract until the City advises the County in writing of its concurrence therein. 6) Maintain the Project open to inspection by the parties duly authorized representatives. 7) Obtain the written approval of the County Engineer for any change orders or supplemental agreements to the contract involving work in which the County is cost participating, prior to the performance of such work. B. City and County will share equally (50/50) the Cost of the Project. Exhibit A attached hereto is a preliminary estimate of project costs. C. The City is the owner of the trail and it is the obligation of the City to maintain the trail after the Project has been completed. E. DESIGN AND ENGINEERING COSTS: City and County will share equally (50/50) in the cost of design, engineering and inspection costs. F. REIMBURSEMENTS: 1) During each month of the term for the Project, the City will bill the County for its share of the construction, engineering and inspection costs. The County will reimburse the County within thirty (30) days for any balance due. 2) Upon completion and final acceptance of the Project and receipt of a detailed listing of the final actual design, construction, engineering and inspection costs, the County will reimburse the City within thirty (30) days for any balance due. Article 4 Hold Harmless and Indemnification A. Each party shall be liable for the acts or omissions of its respective officers, agents and employees. Each party agrees to indemnify and hold harmless the other from any claims, losses, costs, expenses or damages, including reasonable attorney fees, resulting from the acts or omissions of the respective officers, agents or employees of the indemnifying party to the extent such acts or omissions relate to activities conducted by the indemnifying party under this Agreement or in the construction of the Project. Nothing herein shall be deemed a waiver of any statutory or common law limitations on liability available to either of the parties. Page 2 of 8 188381v1 B. This Agreement to indemnify and hold harmless does not constitute a waiver by any participant of limitations on liability provided under Minnesota States Statutes, Section 466.04 (2006) as amended. C. To the full extent permitted by law, actions by the parties pursuant to this Agreement are intended to be and shall be construed as a "cooperative activity" and it is the intent of the parties that they shall be deemed a "single governmental unit"for the purposes of liability, all as set forth in Minnesota Statutes, Section 471.59, subdivision. la(a) (2006), as amended; provided further that for purposes of that statute, each party to this Agreement expressly declines responsibility for the acts or omissions of the other party. D. Each party agrees to promptly notify the other participating parties if it knows or becomes aware of any facts or allegations reasonably giving rise to actual or potential liability, claims, causes of action, judgments, damages, losses, costs or expenses, including attorney's fees, involving or reasonably likely to involve the other participating parties, and arising out of acts or omissions related to this Agreement. Article 5 Workers' Compensation A. It is hereby understood and agreed that any and all employees of the City, the City's contractors and subcontractors and all other persons employed, retained, contracted with or otherwise engaged and all other persons employed by the City in the performance of the provisions of services hereunder shall not be considered employees of the County and that any and all claims that may or might arise under the Worker's Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any and all claims made by third parties engaged in the performance of any of the provisions of services hereunder shall in no way be the obligation or responsibility of the County. B. It is hereby understood and agreed that any and all employees of the County, the County's contractors and subcontractors and all other persons employed, retained, contracted with or otherwise engaged by the County in the performance of the provisions of services hereunder shall not be considered employees of the City and that any and all claims that may or might arise under the Worker's Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any and all claims made by third parties engaged in the performance of any of the provisions of services hereunder shall in no way be the obligation or responsibility of the City. C. The City and the County will each maintain workers' compensation insurance or self- insurance coverage, covering its own employees while they are providing assistance pursuant to this Agreement. Article 6 Records —Availability and Access To the extent required by Minnesota Statutes Section § 16C.05, Subd. 5 (as may be amended), the parties agree that the other party, the State Auditor, the Legislative Auditor or any of their duly authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of the other parties and involve transactions relating to this Agreement. Page 3 of 8 188381v1 Such materials shall be maintained and such access and rights shall be in force and effect during the period of this Agreement and for six (6) years after its termination or cancellation. Article 7 Data Privacy Each party, its employees, agents, owners, partners, and subcontractors agree to abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 and implementing regulations, if applicable, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality, and as any of the same may be amended. Article 8 Nondiscrimination During the performance of this Agreement, the City and the County agree to the following: No person shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, criminal record, creed or national origin be excluded from full employment right in, participation in, be denied the benefits of or be otherwise subjected to discrimination under any and all applicable Federal and State laws against discrimination. Article 9 Default and Withdrawal A. Default in this Agreement may occur when a party fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of this Agreement. Unless the party's default is excused by the non-defaulting party, the non- defaulting party may, upon written notice to the defaulting party representative listed herein, cancel this Agreement in its entirety as indicated in (B) below. B. Any party may withdraw from this Agreement prior to the award of the Contract for the Project or after the completion of the Project with or without cause by providing thirty (30) days' prior written notice to the other parties herein. C. The terms of Article 4, 5, 6 and 7 shall survive the expiration, termination or withdrawal from this Agreement. D. Only the governing bodies of the participating parties have authority to act pursuant to this provision of this Agreement. E. Each party to this Agreement reserves the right to withdraw from and cancel this Agreement within thirty (30) days from the opening of bids for the Project in the event either or both parties consider any or all bids unsatisfactory; the withdrawal from or cancellation of the agreement to be accomplished by either or both parties within thirty (30) days of opening of bids by serving a written notice thereof upon the other, unless this right is waived by both parties in writing. F. Representatives for each of the parties to this Agreement are as listed below: Page 4 of 8 188381v1 City County/Division Name: Paul Oehme Marty Walsh Title: Public Works Director/City Engineer Parks Director Address: P.O. Box 147 11360 Hwy. 212, Ste. 2 City/State: Chanhassen, MN 55317 Cologne, MN 55322 Phone: 952-227-1169 952-466-5250 E-mail: poehme@ci.chanhassen.mn.us Article 10 Term of Agreement This Agreement will commence upon approval of both the City and the County and the signature of the official with authority to bind each party. This Agreement shall be in effect until such time as the Project is completed or this Agreement is terminated pursuant to Article 9 herein. Article 11 Merger and Modification A. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. B. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement and signed by the parties hereto. C. Each party understands the contract for this Project is scheduled to be awarded in 2011. In the event the contract for this Project is not awarded in 2011, this contract shall be subject to renegotiation. Article 12 Nonwaiver, Severability and Applicable Laws A. Nothing in this Agreement shall constitute a waiver by the County of any statute of limitations or exceptions on liability. If the County fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. B. Nothing in this Agreement shall constitute a waiver by the City of any statute of limitations or exceptions on liability. If the City fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. C. If any part of this Agreement is rendered void, invalid or unenforceable, by a court of competent jurisdiction, such rendering shall not affect the remainder of this Agreement unless it shall substantially impair the value of the entire Agreement with respect to either party. The parties agree to substitute for the invalid provision a valid provision that most closely approximates the intent of the invalid provision. D. The Laws of the State of Minnesota shall apply to this Agreement. Page 5 of 8 188381v1 Article 13 Section Headings The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Article 14 Third Parties This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary. IN TESTIMONY WHEREOF, The parties hereto have caused these presents to be executed. Date: , 2016. CITY OF CHANHASSEN By: Denny Laufenburger, Mayor Date: , 2016. ATTEST: By: Todd Gerhardt, City Manager Date: , 2016. APPROVED AS TO FORM: CAMPBELL KNUTSON P.A. By: Roger N. Knutson, City Attorney Date: , 2016. COUNTY OF CARVER, MINNESOTA By: Its: County Board Chair Date: , 2016. ATTEST: By: Its: County Administrator Page 6 of 8 188381v1 Date: , 2016. APPROVED AS TO FORM: CARVER COUNTY ATTORNEY By: Page 7 of 8 188381v1 EXHIBIT A .;, ., t.. t!`_ `a. - 1-11R10, 60-- '.•• . - l.. - - it`�• ./ 1 v � • '.roti t r , . /r•"' •j r I :, ' ' at N. I West TH 5Ira I Section : , — t p i yTM' • } _ , �h TA'B�Y,'eloPo.ccrsBoolevn0 r_ - i • /7r\ ,' ! - ' `'• .rte r� t• et . , t` • • ,FM > 'V East 5 Tr.a Seaic, ( , r,r44. . 6 \1d - • - Hghway101 to TAW - ti 4 S r, ' Railroad Bridge - } •1 1 1 ..ter' $t u.,• t .cam M t► r , _ ff. : ■ Preliminary estimate of project construction costs: West TH 5 Trail Section: $48,527.00 East TH 5 Trail Section: $21,699.00 Total $70,236.00 Page 8 of 8 188381v1 Capital Improvement Program 2016 thru 2020 Department Street Improvements City of Chanhassen, MN Contact Paul Oehme Project# ST-018 Type Maintenance Useful Life 7-10 years Project Name Pavement Management Category Streets/Highways Account#1 420-0000-4751 Account#3 Priority n/a Account#2 Account#4 Description I Total Project Cost: $3,760,000 This project will provide maintenance such as crack sealing,seal-coating,pothole patching,replacement of curb and gutter and sidewalk repairs for City streets. Also included in this project are trails and City parking lot rehabilitations. Seal-coat projects will be determined annually based on the pavement condition index as generated by the pavement management program. The street department uses this funding source to pay for bituminous material for annual street patching. Justification This will provide a centralized funding mechanism that will help reduce the effect on General Fund operating expenditures. Prior Expenditures 2016 2017 2018 2019 2020 Total L,135,000j Maintenance 485,000 285,000 285,000 285,000 285,000 1,625,000 Total Total 485,000 285,000 285,000 285,000 285,000 1,625,000 Prior Funding Sources 2016 2017 2018 2019 2020 Total L2,135,000 I Street Pavement Management 100,000 100,0#0 100,000 100,000 100,000 500,000 Total Tax Levy 385,000 185,000 185,000 185,000 185,000 1,125,000 Total 485,000 285,000 285,000 285,000 285,000 1,625,000 I Budget Impact/Other These improvements will cost effectively prolong the life of the street so major improvements such as reconstruction projects can be delayed. i 93 1 JOINT POWERS AGREEMENT between CARVER COUNTY AND THE CITY OF CHANHASSEN for DESIGN AND CONSTRUCTION of A TRAIL BETWEEN HIGHWAY 101 AND THE TCW BRIDGE AND BETWEEN THE TCW BRIDGE AND POWERS BOULEVARD THIS AGREEMENT (the "Agreement'), made and entered into by and between the City of Chanhassen, a municipal corporation, organized under the laws of the State of Minnesota, party of the first part, hereinafter referred to as "City ", and the County of Carver, Minnesota, a municipal corporation organized under the laws of the State of Minnesota, party of the second part, hereinafter referred to as "County'; WITNESSETH: WHEREAS, the County and the City have been involved in planning work and meetings relating to the design and construction of a trail between Highway 101 and TCW bridge and between the TCW bridge and Powers Boulevard in the City of Chanhassen (the 'Project'), and WHEREAS, it is the desire of both of the parties hereto to enter into a written document regarding the design and construction of the trail segments, and WHEREAS, Minnesota Statutes, Section 471.59 provides that two or more governmental units may by Agreement jointly exercise any power common to the contracting parties. NOW, THEREFORE, pursuant to Minnesota Statutes 471.59 and in consideration of the mutual covenants and promises hereinafter contained, it is agreed by and between the City and the County as follows: Article 1 Enabling Authority Minnesota Statutes Section 471.59 authorizes two or more governmental units to jointly exercise any power common to the contracting parties. Article 2 Purpose This Agreement shall apply only to the design and construction of the trail project. Article 3 Prosecution of Work A. The City will: Pagel of 8 188381vI 1) Obtain quotes and pricing for the project. 2) Act as the contracting agency for the Project in accordance with the competitive bidding requirements of Minnesota Statutes 471.345 and 375.21. 3) Provide necessary surveying and construction inspection engineering services for the Project. 5) Obtain concurrence from the County Engineer in the award of construction contracts for the Project. The City shall not award the construction contract until the City advises the County in writing of its concurrence therein. 6) Maintain the Project open to inspection by the parties duly authorized representatives. 7) Obtain the written approval of the County Engineer for any change orders or supplemental agreements to the contract involving work in which the County is cost participating, prior to the performance of such work. B. City and County will share equally (50/50) the Cost of the Project. Exhibit A attached hereto is a preliminary estimate of project costs. C. The City is the owner of the trail and it is the obligation of the City to maintain the trail after the Project has been completed. E. DESIGN AND ENGINEERING COSTS: City and County will share equally (50/50) in the cost of design, engineering and inspection costs. F. REIMBURSEMENTS: 1) During each month of the term for the Project, the City will bill the County for its share of the construction, engineering and inspection costs. The County will reimburse the County within thirty (30) days for any balance due. 2) Upon completion and final acceptance of the Project and receipt of a detailed listing of the final actual design, construction, engineering and inspection costs, the County will reimburse the City within thirty (30) days for any balance due. Article 4 Hold Harmless and Indemnification A. Each party shall be liable for the acts or omissions of its respective officers, agents and employees. Each party agrees to indemnify and hold harmless the other from any claims, losses, costs, expenses or damages, including reasonable attorney fees, resulting from the acts or omissions of the respective officers, agents or employees of the indemnifying party to the extent such acts or omissions relate to activities conducted by the indemnifying party under this Agreement or in the construction of the Project. Nothing herein shall be deemed a waiver of any statutory or common law limitations on liability available to either of the parties. Page 2 of 8 188381 v1 B. This Agreement to indemnify and hold harmless does not constitute a waiver by any participant of limitations on liability provided under Minnesota States Statutes, Section 466.04 (2006) as amended. C. To the full extent permitted by law, actions by the parties pursuant to this Agreement are intended to be and shall be construed as a "cooperative activity" and it is the intent of the parties that they shall be deemed a "single governmental unit" for the purposes of liability, all as set forth in Minnesota Statutes, Section 471.59, subdivision. la(a) (2006), as amended; provided further that for purposes of that statute, each party to this Agreement expressly declines responsibility for the acts or omissions of the other party. D. Each party agrees to promptly notify the other participating parties if it knows or becomes aware of any facts or allegations reasonably giving rise to actual or potential liability, claims, causes of action, judgments, damages, losses, costs or expenses, including attorney's fees, involving or reasonably likely to involve the other participating parties, and arising out of acts or omissions related to this Agreement. Article 5 Workers' Compensation A. It is hereby understood and agreed that any and all employees of the City, the City's contractors and subcontractors and all other persons employed, retained, contracted with or otherwise engaged and all other persons employed by the City in the performance of the provisions of services hereunder shall not be considered employees of the County and that any and all claims that may or might arise under the Worker's Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any and all claims made by third parties engaged in the performance of any of the provisions of services hereunder shall in no way be the obligation or responsibility of the County. B. It is hereby understood and agreed that any and all employees of the County, the County's contractors and subcontractors and all other persons employed, retained, contracted with or otherwise engaged by the County in the performance of the provisions of services hereunder shall not be considered employees of the City and that any and all claims that may or might arise under the Worker's Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any and all claims made by third parties engaged in the performance of any of the provisions of services hereunder shall in no way be the obligation or responsibility of the City. C. The City and the County will each maintain workers' compensation insurance or self - insurance coverage, covering its own employees while they are providing assistance pursuant to this Agreement. Article 6 Records — Availability and Access To the extent required by Minnesota Statutes Section § 16C.05, Subd. 5 (as may be amended), the parties agree that the other party, the State Auditor, the Legislative Auditor or any of their duly authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of the other parties and involve transactions relating to this Agreement. Page 3 of 8 188381v1 Such materials shall be maintained and such access and rights shall be in force and effect during the period of this Agreement and for six (6) years after its termination or cancellation. Article 7 Data Privacy Each party, its employees, agents, owners, partners, and subcontractors agree to abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 and implementing regulations, if applicable, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality, and as any of the same may be amended. Article 8 Nondiscrimination During the performance of this Agreement, the City and the County agree to the following: No person shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, criminal record, creed or national origin be excluded from full employment right in, participation in, be denied the benefits of or be otherwise subjected to discrimination under any and all applicable Federal and State laws against discrimination. Article 9 Default and Withdrawal A. Default in this Agreement may occur when a party fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of this Agreement. Unless the party's default is excused by the non - defaulting party, the non - defaulting party may, upon written notice to the defaulting party representative listed herein, cancel this Agreement in its entirety as indicated in (B) below. B. Any party may withdraw from this Agreement prior to the award of the Contract for the Project or after the completion of the Project with or without cause by providing thirty (30) days' prior written notice to the other parties herein. C. The terms of Article 4, 5, 6 and 7 shall survive the expiration, termination or withdrawal from this Agreement. D. Only the governing bodies of the participating parties have authority to act pursuant to this provision of this Agreement. E. Each party to this Agreement reserves the right to withdraw from and cancel this Agreement within thirty (30) days from the opening of bids for the Project in the event either or both parties consider any or all bids unsatisfactory; the withdrawal from or cancellation of the agreement to be accomplished by either or both parties within thirty (30) days of opening of bids by serving a written notice thereof upon the other, unless this right is waived by both parties in writing. F. Representatives for each of the parties to this Agreement are as listed below Page 4 of 8 188381vl County /Division Marty Walsh Parks Director 11360 Hwy. 212, Ste. 2 Cologne, MN 55322 952 - 466 -5250 Article 10 Term of Agreement This Agreement will commence upon approval of both the City and the County and the signature of the official with authority to bind each party. This Agreement shall be in effect until such time as the Project is completed or this Agreement is terminated pursuant to Article 9 herein. Article 11 Merger and Modification A. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. B. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement and signed by the parties hereto. C. Each party understands the contract for this Project is scheduled to be awarded in 2011. In the event the contract for this Project is not awarded in 2011, this contract shall be subject to renegotiation. Article 12 Nonwaiver, Severability and Applicable Laws A. Nothing in this Agreement shall constitute a waiver by the County of any statute of limitations or exceptions on liability. If the County fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. B. Nothing in this Agreement shall constitute a waiver by the City of any statute of limitations or exceptions on liability. If the City fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. C. If any part of this Agreement is rendered void, invalid or unenforceable, by a court of competent jurisdiction, such rendering shall not affect the remainder of this Agreement unless it shall substantially impair the value of the entire Agreement with respect to either party. The parties agree to substitute for the invalid provision a valid provision that most closely approximates the intent of the invalid provision. D. The Laws of the State of Minnesota shall apply to this Agreement. Page 5 of 8 188381 v1 city Name: Paul Oehme Title: Public Works Director /City Engineer Address: P.O. Box 147 City /State: Chanhassen, MN 55317 Phone: 952- 227 -1169 E -mail: poehme @ci.chanhassen.mn.us County /Division Marty Walsh Parks Director 11360 Hwy. 212, Ste. 2 Cologne, MN 55322 952 - 466 -5250 Article 10 Term of Agreement This Agreement will commence upon approval of both the City and the County and the signature of the official with authority to bind each party. This Agreement shall be in effect until such time as the Project is completed or this Agreement is terminated pursuant to Article 9 herein. Article 11 Merger and Modification A. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. B. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement and signed by the parties hereto. C. Each party understands the contract for this Project is scheduled to be awarded in 2011. In the event the contract for this Project is not awarded in 2011, this contract shall be subject to renegotiation. Article 12 Nonwaiver, Severability and Applicable Laws A. Nothing in this Agreement shall constitute a waiver by the County of any statute of limitations or exceptions on liability. If the County fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. B. Nothing in this Agreement shall constitute a waiver by the City of any statute of limitations or exceptions on liability. If the City fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. C. If any part of this Agreement is rendered void, invalid or unenforceable, by a court of competent jurisdiction, such rendering shall not affect the remainder of this Agreement unless it shall substantially impair the value of the entire Agreement with respect to either party. The parties agree to substitute for the invalid provision a valid provision that most closely approximates the intent of the invalid provision. D. The Laws of the State of Minnesota shall apply to this Agreement. Page 5 of 8 188381 v1 Article 13 Section Headings The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Article 14 Third Parties This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary. IN TESTIMONY WHEREOF, The parties hereto have caused these presents to be executed. Date: GA- 2016. CITY OF HANHASSELA By: t� Denny L fenbur er, Ma Date: 2016. ATTEST: By �i1 �� —JA Todd Gerhardt, City Manager Date: 2016. Date5W�(n t)cr 90 2016. Date: ym oe r at 2016. 188381vl APPROVED AS TO FORM: CAMPBELL KNUTSON P.A. M Roger N. Knutson, City Attorney COUNTY CARVER, MINNESOTA By: Its: County Board Chair ATTEST: By: Its: County Ad'niinistreltor Page 6 of 8 Date: 2016. APPROVED AS TO FORM: CARVER COUNTY ATTORNEY A Page 7 of 8 188381vl U sa . rya ! A y. West, 'H 5 T�a:l Sed�on } .'• ..>`' •j,? { �,� ry . - 7CYf Cctdya to Fawers Bowe ro ' � _ I � �� _ - � � $ �• :. # .p �a ♦ 't y � yam• — t. as 5 Trad Sscn ' H'Ehuay 101 to TCW g as 4 aaa e.i t Preliminary estimate of project construction costs: West TH 5 Trail Section: $48,527.00 East TH 5 Trail Section: $21,699.00 Total $70,236.00 Page 8 of 8 188381v1 CONTRACT THIS AGREEMENT, made and signed this 24th day of August 2016 , by and between City of Chanhassen 7700 Market Blvd P.O. Box 147 Chanhassen, MN 55317 (hereinafter called the "Owner ") and GMH Asphalt Corporation, 9180 Laketown Road, Chaska, MN 55318. (hereinafter called the "Contractor "). THIS AGREEMENT WITNESSETH, THAT THE Owner and the Contractor, for the consideration hereinafter stated, agree as follows: Article I. The Contractor hereby covenants and agrees to perform and execute all the provisions of the plans and specifications as prepared by GARY HARMS GhiH ASPHALT CORPORATION and indicated below under Article III, as provided by the Owner for: Approximately 2,550 LF trail reconstruct between Powers Blvd going East to Bridge along the North side of Highway 5. SEE ATTACHED PROPOSAL DATED AUGUST 15TH, 2016 ( $69,780.00) And to do everything required by this agreement and the contract documents. Article It. The Owner agrees to pay and the Contractor agrees to receive and accept payment in accordance with the prices bid for the unit or lump sum items as set forth in the conformed copy of Proposal Form hereto attached; which prices shall conform to those in the accepted Contractor's Proposal on file in the office of the Owner, the aggregate of which prices, based on the approximate schedule of quantities is estimated to be ( $69, 750.00 }, Article III. Any person or company supplying labor or materials for this improvement to your property may file a lien against your property if that person or company is not paid for the contributions. Article IV. The Contract Documents shall consist of the following component parts: 1. Bid Form {Proposal Form} 2. Contract Form Each and all of the aforementioned contract documents are hereby incorporated into this Agreement by specific reference and the terms and provisions thereof are and constitute a part of this Agreement as though attached hereto or fully set forth herein. IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands and seals as of the day and year first above written. r6 tr _ ._ _._ _ Title '� Chief Executive Officer GMH LT CORPORATION 9180 LAKETOWN ROAD - CHASKA, MN 55318 PHONE 952.442.5288 FAX 952.442.5656 TO: Mr. Paul Oehme City of Chanhassen U�'� ►. August 15th, 2016 RE: Reconstruct existing bituminous trail from 8' to 10' in width from Powers Blvd going east to Bridge, North Side of Hwy 5. Approx. 2550LF 1. Remove existing vegetation approximately 1 % feet each side of existing bituminous walk 2. Reclaim existing bituminous walk 3. Grade, water and compact reclaimed material in preparation for a 10- foot -wide bituminous trail 4. Install 3" of 12.5 SPWEB340B bituminous surface 10 feet wide Total price per L.F. $24.10 GRAND TOTAL BASED ON ESTIMATED LF $61,455.00 5. Furnish and install 10' by 8' ped ramp with 5 domes Total Lump Sum $3,500.00 6. Traffic Control Total Lump Sum $1,000.00 Alt: Furnish and install topsoil and seed Total price per L.F $1.50 GRAND TOTAL BASED ON ESTIMATED LF $3,825.00 PROJECT TOTAL BASED ON 2550 LF $69,780.00