10.d2a Scandia Franconia Cost Share Agreement - 240th Street_Revised
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COST SHARE AGREEMENT - 240th STREET IMPROVEMENTS
This Cost Share Agreement (“Agreement”) is made and entered into as of the ___ day of
____________, 2026, by and between the City of Scandia, a Minnesota municipal
corporation (“Scandia”), and the Town of Franconia, a Minnesota municipal corporation
(“Franconia”). Scandia and Franconia may be referred to individually as a Party and
collectively as the Parties.
I. PURPOSE
1.1 Purpose. The purpose of this Agreement is to allocate costs and responsibilities
between the Parties for the planning, design, and construction of improvements to
240th Street (“Project”).
1.2 Timeline. The Parties acknowledge that the Project is anticipated for construction
in calendar year 2027, with design to be prepared by Bolton & Menk, Inc. (“BMI”).
II. ROLES AND RESPONSIBILITIES
2.1 Fiscal Agent. Scandia shall act as the fiscal agent for the Project.
2.2 Contracting Authority.
2.2.1 Scandia will enter into professional services agreements with BMI for
design and engineering services, and into contracts with the construction
contractor(s) for the Project.
2.2.2 Scandia will administer the bidding and contracting processes, consistent
with applicable law, provided, however, that the bid of the lowest
responsible and responsive bidder must meet the approval of both the
Scandia City Council and the Franconia Town Board before the City may
award the bid and enter into a contract for the road improvement.
2.2.3 All change orders totaling greater than $5,000.00 must meet the approval of
both the Scandia City Council and the Franconia Town Board.
2.3 Project Management; Plan Review.
2.3.1 Scandia will coordinate design development with BMI and circulate draft
plans and specifications to Franconia for review and comment at customary
milestones.
2.3.2 Franconia shall provide timely written comments within 15 business days
after receipt of plans and specifications from BMI.
2.3.3 The plans and specifications prepared by BMI must meet the approval of
both the Scandia City Council and the Franconia Town Board.
2.4 Payments to Consultant(s) and Contractor(s). Scandia will make payments on an
invoicing basis to BMI and to the Project contractor(s).
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III. COST ALLOCATION; REIMBURSEMENT
3.1 Cost Split. The Parties will share construction and engineering costs on a 50/50
basis, except as otherwise set forth in the Section III.
3.2 Included Costs. The 50/50 split in Section 3.1 applies to: (a) design engineering;
(b) construction engineering/administration; (c) advertising and bidding costs; (d)
construction contract costs including change orders approved in accordance with
this Agreement; and (e) testing and inspection.
3.3 Excluded Costs. Each Party shall bear its own costs for: (a) internal staff or legal
costs; (b) right-of-way acquisition within its jurisdiction (if applicable); (c)
franchise utility relocation not included in the construction contract; and (d)
betterments uniquely requested by that Party.
3.4 Invoicing and Reimbursement. Following Scandia’s payment of approved invoices
to BMI and the construction contractor(s), Scandia will invoice Franconia for
reimbursement of fifty percent (50%) of such costs. Franconia shall remit payment
to Scandia within [45] days of invoice date. Late payments shall accrue interest at
1.5% per month.
3.5 Grants and Third-Party Funding. Any grants or third-party funding received for
eligible Project costs shall be applied to reduce the Parties’ obligations pro rata,
unless otherwise required by the funding source.
IV. APPROVALS; GOVERNANCE
4.1 Council Approvals. The Parties acknowledge that final approval of this Agreement
and related actions may require formal approval by each Party’s governing body.
4.2 Point of Contact. Each Party shall designate a project representative authorized to
provide or receive notices, review submittals, and make day-to-day decisions.
4.3 Dispute Resolution. The Parties shall first confer in good faith at the staff level; if
unresolved within [15] days, the dispute shall be elevated to the administrators/city
engineers; if still unresolved within [30] days thereafter, either Party may pursue
remedies as provided by law.
V. PROCUREMENT; CONSTRUCTION ADMINISTRATION
5.1 Procurement. Scandia shall conduct bidding in compliance with applicable
procurement laws and ordinances and award the construction contract to the lowest
responsible bidder or as otherwise allowed by law.
5.2 Construction Administration. Scandia (with BMI) shall provide construction
administration, inspection, and testing customary for comparable projects.
5.3 Access and Permits. Each Party shall provide necessary rights of entry to property
it controls and obtain permits within its jurisdiction, at its own cost unless included
in Section 3.1.
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VI. RECORDS; AUDIT
6.1 Records. Scandia shall maintain complete and accurate Project cost records,
including invoices, pay applications, and change orders.
6.2 Audit Rights. Franconia may, upon notice and during normal business hours,
inspect and copy Project cost records for a period of six (6) years after final
completion and final payment.
VII. SCHEDULE; DELAYS
7.1 Schedule. The Parties intend to advance the Project to support 2027 construction,
subject to funding, approvals, and contractor availability.
7.2 Force Majeure. Neither Party shall be liable for delays caused by events beyond its
reasonable control; the Parties shall cooperate to mitigate impacts.
VIII. TERM; TERMINATION
8.1 Term. This Agreement is effective upon full execution and remains in effect until
final completion, final payment, and resolution of claims, if any.
8.2 Termination for Convenience. Prior to awarding the construction contract, either
Party may terminate upon [30] days’ written notice. Upon termination, Franconia
shall reimburse Scandia for Franconia’s 50% share of all costs incurred through the
effective date of termination, including committed obligations not reasonably
cancellable.
8.3 Termination After Award. After award of the construction contract, termination
may occur only by mutual written agreement or for cause. In any termination
scenario, the cost allocation in Section 3 shall apply to all properly incurred and
committed costs.
IX. INDEMNIFICATION; INSURANCE
9.1 Indemnification. To the extent permitted by law, each Party shall be responsible for
its own acts and omissions and those of its officers, employees, and agents, and
shall not be responsible for the acts or omissions of the other Party. Nothing herein
constitutes a waiver of any immunities, defenses, limitations, or liability caps
available under Minnesota law.
9.2 Contractor Indemnification. Contractor shall indemnify, hold harmless, and
defend Franconia and Scandia, its officers, agents, and employees against any and
all liability, loss, costs, damages, expenses, claims or actions, including attorney
fees which Franconia and Scandia, its officers, agents, or employees may
hereafter sustain, incur, or be required to pay, arising out of or by reason of any
act or omission of Contractor, its agents, servants or employees, in the execution,
performance, or failure to adequately perform Contractor’s obligations pursuant to
this Agreement.
9.3 .1 Insurance. Scandia shall require BMI to maintain commercial general liability
insurance coverage and automobile liability insurance coverage, both in the
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minimum amount of $500,000 per person and $1.5 million per occurrence and to
name both Scandia and Franconia as additional insureds.
9.3.2 Scandia shall require the Contractor to maintain insurance protecting it from
claims for damages for bodily injury, including sickness or disease, death, and for
care and loss of services as well as from claims for property damage, including loss
of use which may arise from operations under the contract, whether the operations
are by the contractor or by a subcontractor or by anyone directly or indirectly
employed by the contractor under the contract. Insurance minimum limits are as
follows:
$500,000 – per person
$1,500,000 – per occurrence
$2,000,000 – annual aggregate
$2,000,000 – annual aggregate – Products/Completed Operations
The following coverages shall be included:
Premises and Operations Bodily Injury and Property Damage
Personal and Advertising Injury
Blanket Contractual Liability
Products and Completed Operations Liability
The Contractor shall also be required to maintain insurance protecting it from claims
for damages for bodily injury as well as from claims for property damage resulting
from the ownership, operation, maintenance, or use of all autos which may arise
from operations under this contract, and in case any work is subcontracted, the
contractor will require the subcontractor to maintain commercial automobile liability
insurance. Insurance minimum limits are as follows:
$500,000 – per person
$1,500,000 – per occurrence Combined Single Limit for Bodily Injury and Property
Damage
In addition, the following coverages should be included: Owned, Hired, and Non-
owned Automobiles.
X. OWNERSHIP; MAINTENANCE
10.1 Ownership. Upon completion, ownership of the improved public right-of-
way and facilities will remain with the respective jurisdiction(s) as determined by
existing jurisdictional boundaries and applicable law.
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10.2 Maintenance. Routine and long-term maintenance will be performed and
funded by the jurisdiction responsible for the facility within its boundaries unless
otherwise agreed in writing.
XI. NOTICES
All notices under this Agreement shall be in writing and delivered by hand, overnight
courier, or email with confirmation, to the following, or as later designated in writing:
For Scandia: For Franconia:
City Administrator Town Board Chair
City of Scandia Town of Franconia
14727 209th Street North PO Box 175
Scandia, MN 55073 Shafer, MN 55074
Email: k.morell@ci.scandia.mn.us Email: mercmx@hotmail.com
With a copy to:
Amanda Johnson, Attorney Town Clerk
Eckberg Lammers, P.C. Town of Franconia
1809 Northwestern Avenue PO Box 175
Stillwater, MN 55082 Shafer, MN 55074
Email: ajohnson@eckberglammers.com Email: officialtownclerk@gmail.com
XII. MISCELLANEOUS
12.1 Entire Agreement. This Agreement constitutes the entire understanding
regarding the subject matter and supersedes prior oral or written understandings
between the Parties regarding cost sharing for the Project.
12.2 Amendments. Any amendment must be in writing and executed by both
Parties.
12.3 Assignment. Neither Party may assign its rights or obligations without the
other Party’s written consent.
12.4 Independent Parties. The Parties are independent public entities; no
partnership, joint venture, or agency is created.
12.5 Governing Law; Venue. Minnesota law governs this Agreement. Venue lies
in the state courts of Washington County, Minnesota.
12.6 Data Practices. The Parties shall comply with the Minnesota Government
Data Practices Act as applicable.
12.7 Counterparts; Electronic Signatures. This Agreement may be executed in
counterparts and by electronic signatures, each deemed an original and all
constituting one instrument.
12.8 No Third-Party Beneficiaries. There are no intended third-party
beneficiaries of this Agreement.
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IN WITNESS WHEREOF, the Parties have hereunto set their hands the day and year first
above written.
CITY OF SCANDIA
By: ___________________________
Steve Kronmiller, Mayor
By: ___________________________
Kyle Morell, City Administrator
STATE OF MINNESOTA )
) ss
COUNTY OF WASHINGTON )
On this ___ day of _____________, 2026 before me, a Notary Public in for and said County
and State, appeared Steve Kronmiller and Kyle Morell, to me personally known, who being
by me first duly sworn, did say that they are respectively the Mayor and City Administrator
of the City of Scandia, by authority of the City Council of the City of Scandia, and said
Mayor and City Administrator acknowledge said instrument to be the free act and deed of
said City of Scandia.
________________________________________
Notary Public
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TOWN OF FRANCONIA
By: ___________________________
Owen Kuhnly, Town Chair
By: ___________________________
Chuck Fitzer, Town Clerk
STATE OF MINNESOTA )
) ss
COUNTY OF WASHINGTON )
On this ___ day of _____________, 2026 before me, a Notary Public in for and said County
and State, appeared _____________________ and ___________________, to me
personally known, who being by me first duly sworn, did say that they are respectively the
Mayor and _____________ of the Town of Franconia, by authority of the City Council of
the Town of Franconia, and said Mayor and _____________ acknowledge said instrument
to be the free act and deed of said Town of Franconia.
________________________________________
Notary Public