PSA-Update Code for Stormwater Management Plan001PROFESSIONAL SERVICBS AGREEMENT
AGREEMENT made this UI day of utfth 20l9,by and between
the CITY OF CHAI\HASSEN, a Minnesota municipal corporation ("City") and WENCK
ASSOCIATES, INC., a Minnesota corporation (hereinafter referred to as "Consultant").
IN CONSIDERATION OF THEIR MUTUAL COVBNAIITS, THE PARTMS
AGREE AS FOLLOWS:
1. SCOPE OF SERVICES. The City retains Consultant for updating the City Code for
consistency with the City's revised stormwater Management Plan.
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:
This Professional Services Agreement;
Insurance Certificate;
Consultant's March 15,2019 proposal Assistance with Stormwater Ordinance
Revisions ("Proposal") but not including the optional drainage standards
guide.
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 "C" 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 Eight Thousand Six Hundred Forty Three Dollars ($8,643.00),
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. Allreports, 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.
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
ofsuch approval.
A.
B.
C.
201484v1
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6. COMPLIAI\CE WITH LAWS AI\D 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. STAI\DARD 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 under similar circumstances. 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 indemnifr 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 attomey's fees, arising out of or by reason of the execution or performance of the
services provided for herein and further agrees to defend at its sole cost and expense any action or
proceeding commenced for the purpose of asserting any claim of whatsoever character arising
hereunder.
9. INSURAI\CE. 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:
CommercialGeneralLiability $l,000,000eachoccurrence/aggregate
Automobile Liability $1,000,000 combined single limit
Professional Liability $1,000,000 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.
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 fumish
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.
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201484v1
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 LAWVENUE. This Agreement shall be govemed 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. I\iIINNESOTA GOVERNMENT DATA PRACTICES ACT. Consultant must
comply with the Minnesota Govemment Data Practices Act, Minnesota Statutes Chapter 13, as it
applies to (l) all data provided by the City pursuant to this Agreement, and Q) all data, created,
collected, received, stored, used, maintained, or disseminated by Consultant pursuant to this
Agreement. Consultant is subject to allthe provisions of the Minnesota Govemment Data Practices
Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were
a govemment entity. In the event Consultant receives a request to release data, Consultant must
immediately notify City. City will give Consultant instructions conceming the release of the data to
the requesting parry 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
resulting therefrom.
15. PATENTED DEVICES, MATERIALS Ai\D 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 attomey's fees that result from any such
infringement.
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201484v1
16. RECORDS. Consultant shall maintain complete and accurate records of hours
worked and expenses involved in the perfoffnance of services.
17. ASSIGNMENT. Neither party shall assign this Agreement, or any interest arising
herein, without the written consent of the other party.
18. WAMR. 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.
lg. 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. ln 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.
Dated:2019 CITY OF
BY:
BY
Gerhardt,Manager
Dated 2019 WENCK ASSOCIATES, INC.
BY:
Its ?fa(FrC\PAL
4
ArJ€
201484v1
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CERTIFICATE OF LIABILITY INSURANCE OATE (MM'DD/YYYY)
3122t2019
THIS CERTIFICATE IS ]SSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGAT]VELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. TH|S CERTTFTCATE OF TNSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORTZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
lf SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Cobb Strecker Dunphy & Zimmermann
225 South Sixth Street
Suite 1900
Minneapolis MN 55402
CONTACT ^..NAI,E: UllnIOnLaGfanOef
ll13*l5.' "*', 612-34s-2400 FAX
lA/C- Nol:
INSURERIS} AFFORDING COVERAGE NAIC #
rNsuRER A : Continenlal Casualtv Companv 20443
!\ENCENTIINSURED
Wenck Enterprises lnc., etal
P.O. Box 249
Maple Plain, MN 55359-0249
TNSURER B: Vallev Forqe lnsurance companY 20508
tNsuRER C : continental lnsurance companv 35289
TNSURER D: TranSOOrtatiOn lnSUrance companv 20494
TNSURER E, continental casualtv comoanv 20443
INSI.JRER F:
CERTIFICATE NUMBER:REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWTHSTANOING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE INSD WD POLICY NUMBER LIMITS
EACH OCCURRENCE $ 1,000,000
5 500,000
MED EXP (Any one peEon)$ 1 5,000
PERSONAL & ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
PRODUCTS. COMP/OP AGG $ 2,000.000
COMMERCIAL GENERAL LIABILITY
X
GEN'L AGGREGATE LIMIT APPLIES PER:
xX
Policy Fomr(CU
x
PRO,
JECT
X
x
OCCUR
POLICY LOC
Cont Liab Per
CLAIMS.MADE
6024s95660 71112018 71112019
$ 1,000,000
BODILY INJURY (Per peEon)$
BODILY INJURY (Per a@ident)$
$
6024595626 711120'18 7t1t2019
Hired Auto Phys Dmqe $ ACV
B AUTOI,lOBILE LIABILITY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
X
AUTOS
HIRED
AUTOSx
x
x
X Coll
ANY AUTO
OWNED
ONLY
ONLY
EACH OCCURRENCE $ 'r 0,000,000xx
AGGREGATE $ t0,000,000
UMBRELLALIAB
EXCESS LIAB
OCCUR
CLAIMS-MADE
6024595643 71112018 7t1t20',t9
$DED X RETENTION $ ^X PER
STATUTE
OTH-
ER
E.L, EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
71112018 7t'U2019
E.L. DISEASE - POLICY LIMIT $ 1,000,000
WORKERS CO}IPENSATION
AND ETIIPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICEFIiMEMBER EXCLUDED?
(Mandatory in NH)
lf yes, desqibe under
DFSCRIPTION OF OPERATIONS below
N/A
60165'12770D
71112019
71112019
Applies to States:
Per Clsim:
Annual Aggregate:
OH, ND, WA & WY
$10,000,000
$10,000,000
60'165 t2770
EEH254026053
7t1120't8
7 t1t2018
D
E
EmdoyeE Liability/Stop Gap
Profe$ional Liability
lncluding Pollntion Liability
DESCR|PT|ON OF OPERATTONS / LOCATTONS
'
VEHICLES (ACORD l0l, Additional Remarks schedulo, may bo attached if mora spaca is requirod)
All Work Performed
Additional lnsured only if required by written contract with respect to General Liability, Automobile Liability and Umbrella/Excess Liability applies on a primary
basis and the lnsuran6e of the Addilional Insured shall be Noh-Contributory: City of Chanhassen, its officers, agents and employees.
Waiver of Subrogation only if required by written contracl with respect to General Liability, Automobile Liability, Workers Compensation and Umbrella/Excess
Liability applies i-n favor ofi City df Chanhassen, its officers, agentb and employees.
See Attached...
CERTIFICATE
@ 1988-2015 ACORD CORPORATION. All rlghts reseryed.
ACORD 25 (2016103, The ACORD name and logo are registered marks of ACORD
THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION OATE THEREOF, NOTICE wlLL BE DELIVEREO IN
ACCOROANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVEfl;/^!/eroP
City of Chanhassen
7700 lvlarket Bou levard
PO Box 147
Chanhassen MN 553'17
AGENcY cUSTOMER lD: WENCENTI
LOC #:
Cobb Strecker Dunphy & zimmermann
NAIIEOINSURED
Wenck Enterprises lnc.. etal
P.O. Box 249
Maple Plain, N,lN 55359-0249
NA|C COOE
EFFECIIVE OATE:
ADDITIONAL REMARKS SCHEDULE Page 1 ot I
ADDITIONAL REMARKS
THIS AOOITIONAL REMARKS FORM IS A SCHEDULE TO ACORO FORM,
CERTIFICATE OF LIABILITY INSURANCLFORM NUMBER: 25 FORM TITLE
The followino suoersedes the canceilation wording: Should any ofthe above
('lO Days foiNoi-Payment) will be delivered to tha certificate holder.
described policies be cancelled befo.e the expiration date. 30 Days written notice
Named lnsureds and Locations include
nck Enterprises, lnc.
Associates lnc.
Associates lnc. dba States West Water Resources
States West Water Resources Corporation
Vvenck Construction, lnc. dba Bossardt Corporation
Wenck Response Services, lnc.
Lidstone & Associates - A Wenck Company
18OO Pioneer Creek Orive; Maple Plain, MN 55359
1012 sth Avenue;Wndom, MN 56101
1802 Wooddale Drive; Woodbury, MN 55125
301 Firsl Slreet NE: Mandan, ND 58554
1904 E 1sth Street; Cheyenne, WY 82201
3303 Fiechtner Drivei Fargo, ND 58103
5130 Wnnelka Ave N: NewHope,MN5 28
2 N lrain Street. Ste 402: Sheridan. VV/ 82801
1080 Holcomb Bridoe Rd. Bldq'100 Sle'190;Ros\,t/ell GA 30076
75OO Olson Memorial Hwy, Sla 300; Golden Valley, MN 55427
,{025 Automation Way, Bldg E: Forl Collins, CO 80525
240 Rudv Chase Dr.; Glenville, NY 12302
5445 DTC Parkwav P4; Greenwood, CO 8011'1
SOOO Science Cenier Dr, Suite C, New Hope. MN 5 28
ACORD 10t (2008/ol)@ 2008 ACORD CORPORATION. All rights reserved.
The AcoRo name and logo are reglstered marks of ACORD