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09.e1 MSA Park Planning ContractPage 1 of 6 CITY OF SCANDIA PARKS, RECREATION & OPEN SPACE MASTER PLAN AGREEMENT This agreement made and signed this ____th day of March, 2022, by and between the City of Scandia, Minnesota (“City”) and MSA Professional Services, Inc. (“Consultant”). The City and the Consultant for the consideration stated herein agree as follows: Section 1. Scope of Work: 1.1 Consultant hereby agrees to provide services to update the City’s Parks, Recreation and Open Space Master Plan. The current City of Scandia Parks and Recreation Master Plan was done in 2006. The updated plan will include a comprehensive assessment of the recreation programs, parks and facilities, including its ability to respond to the recreational needs of the community. Preparation of the plan will include significant public participation. The updated master plan should serve as a guideline for the future development and fiscal planning of the City’s park system, in accordance with the terms and conditions, and requirements as specified in this Agreement and the Request for Proposal (RFP). 1.2 The Request for Proposal (Appendix A) and the Consultant’s proposal (Appendix B) are incorporated by reference into this agreement and are here in attached. Section 2. General Requirements: 2.1 The Consultant shall furnish and pay for all labor, materials, transportation, tools, equipment, and any incidentals required to complete the work in accordance with this Agreement. 2.2 The Consultant shall ensure that it performs only those services for which it is adequately equipped and staffed and that its employees perform only services for which they are adequately trained and licensed, if required. Section 3. Terms: 3.1 This agreement may be terminated at any time by the City or the Consultant upon receipt of thirty (30) days’ prior written notice. 3.2 Any Work outside the scope of this Agreement must be in writing and authorized, in advance, by the City Council. 3.3 Any variations from this Agreement must be in writing and agreed upon by both the City and the Consultant. 3.4 In the event that additional or removed services, the Consultant may give the City a revised price in writing. The City shall have thirty (30) days to accept or reject the price revision. 3.5 Neither the City or Consultant shall be held responsible for the failure or delay in delivery or acceptance of Work where such failure or delay is attributable to any act of God or of the public enemy, war, compliance with laws, governmental acts or regulations, in any case, not in effect as of the date of this agreement, fire, flood, quarantine, embargo, epidemic, unusually severe weather or other causes similar to the foregoing beyond the reasonable control of the party so affected. The 2022 Parks, Recreation & Open Space Master Plan Agreement Page 2 of 6 party seeking to avail itself of any of the foregoing excuses must promptly notify the other party of the reasons for the failure or delay or acceptance and shall exert its best efforts to avoid further delay. Section 4. Payment Terms: 4.1 The City agrees to pay Consultant for the Work performed under this Agreement, and Consultant agrees to accept, as his full and only compensation thereof, a sum mutually of an amount not to exceed $15,000.00. 4.2 The City shall not be obligated to pay any fees in excess of the amount stated herein and the Consultant shall not be obligated to perform services in addition to those covered by the not-to- exceed amount, unless such additional fees are approved by City in writing prior to the performance of the additional services per Section 3.3. 4.3 The City of Scandia will pay invoices in a reasonable and timely manner, generally within thirty (30) calendar days, unless unusual or extenuating circumstances prohibit such timely payment. Bill payments are reviewed and approved by the City Council at their regular business meeting held on the 3rd Tuesday of each month, unless otherwise publicly noticed. Submissions for payment should be made no later than 2:00pm on the Friday preceding this meeting date. Submissions made following this deadline will be deferred to the next monthly business meeting and shall be paid without late penalty. Minnesota law will govern interest on late payments that are made outside of this condition. Should any part of the invoice be in dispute, City of Scandia shall be entitled to withhold payment of that invoice. Section 5. Termination for Convenience: 5.1 The City reserves the right to terminate this Agreement upon thirty (30) calendar day’s written notice for any reason deemed by the City to serve the public interest or resulting from any governmental law, ordinance, regulation, or court order. The Consultant may terminate this Agreement, upon thirty (30) calendar day’s written notice to the City; however, the Consultant shall not be entitled to receive any payment beyond the date of termination. Section 6. Authority of City Administrator: 6.1 All Work shall be done under the supervision of the City Administrator and/or the City’s authorized designee and to his/her satisfaction. The City Administrator and/or authorized designee will decide all questions that may arise as to the quality and acceptability of materials furnished and Work performed and as to the rate of progress of the Work; all questions that may arise as to the interpretation of the specifications; and all questions as to the acceptable fulfillment of the Agreement by the Consultant. 6.2 The City Administrator and/or authorized designee will have the authority to suspend the Work wholly or in part for such periods as he/she may deem necessary due to the failure of the Consultant to correct conditions unsafe for workers or the general public; for failure to carry out provisions of the Agreement; for failure to carry out orders; for conditions considered unsuitable for the prosecution of the Work, including unfit weather; or for any other condition or reason deemed to be 2022 Parks, Recreation & Open Space Master Plan Agreement Page 3 of 6 in the public interest. The Consultant shall not be entitled to any additional payments arising out of any such suspensions. Section 7. Insurance: 7.1 Insurance required by the Agreement shall be obtained from an insurance company that is licensed by the State of Minnesota and authorized to issue insurance policies for the limits and coverages required by the Agreement. 7.2 Consultant must provide a certificate of insurance to the City prior to being awarded the Agreement. The Certificate of Insurance shall read “Insurance certificate pertaining to Agreement for the 2022 Scandia Parks, Recreation & Open Space Master Planning Project. The certificate of insurance shall list the City of Scandia as additional insured for the specified project. 7.3 The Consultant shall supply the City with a certificate of insurance for commercial general liability at least as broad as: ISO CG 0001 (per occurrence) ........................................... 1,000,000 (General aggregate)................................................................. 2,000,000 Commercial auto liability at least as broad as ISO CA 0001 (per accident) ..................................................1,000,000 Errors and omissions liability (per claim and aggregate) ...1,000,000 7.4 If the coverage period shown on the Consultant’s current certificate of insurance ends during the duration of the Agreement, the Consultant must, prior to the end of the coverage period, file a new certificate of Insurance with the City showing that coverage has been extended. Consultant shall retain all required certificates of insurance for the duration of the Agreement. 7.5 By signing this Agreement or providing or causing to be provided a certificate of insurance, Consultant is representing to the City that all employees of the Consultant, who will provide services on the Agreement, will be covered by worker’s compensation coverage for the duration of the Agreement consistent with requirements under Minnesota law. 7.6 The Consultant must maintain any other employer insurance required to be in compliance with statutory requirements. Consultant will furnish to the City a certificate of insurance for the above and the insurance company will show that it agrees to give the City ten (10) days’ notice on any cancellation or material changes in the policies. 7.7 The Consultant’s failure to comply with any of these provisions is a breach of the Agreement by the Consultant which entitles the City to declare the Agreement void if the Consultant does not remedy the breach within ten (10) days after receipt of notice of breach from the City. 2022 Parks, Recreation & Open Space Master Plan Agreement Page 4 of 6 Section 8. Safety: 8.1 The Consultant shall take all necessary precautions for the safety of and shall provide necessary protection to prevent damage, injury, or loss to all persons on the worksite who may be affected by the Work. 8.2 The Consultant shall immediately notify the City’s Representative of any suspected hazardous materials encountered before or during the performance of the Work and shall take all necessary precautions to avoid future disturbance of the material. Section 9. The City’s Responsibilities: 9.1 The City shall issue all communications to the Consultant through the City Administrator and/or authorized designee. 9.2 The City is not responsible for any failure of the Consultant to comply with laws and regulations applicable to furnishing or performing the Agreement. The City is not responsible for the Consultant’s failure to perform or furnish the Work in accordance with the Agreement documents. Failure or omission of the City to discover, or object to or condemn any defective Work or material shall not release the Consultant from the obligation to properly and fully perform the Agreement. 9.3 Information or services under the City’s control shall be furnished by the City with reasonable promptness to avoid delay in the orderly progress of Work. 9.4 Should the City suffer injury or damage to person or property because of any error, omission or act of the Consultant or of any of the Consultant’s employees or agents or others for whose acts the Consultant is liable, a claim will be made to the other party within thirty (30) days of receiving notice of the event giving rise to such injury or damage. The provisions of this paragraph shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or statute of repose. Section 10. Indemnity: 10.1 To the extent permitted by applicable law, the Consultant and its agents, partners, employees, and consultants (collectively "Indemnitors") shall and do agree to indemnify, protect, defend with counsel approved by The City, and hold harmless the City and its affiliated enterprises, representatives of the City, and their respective officers, directors, employees, and agents (collectively "Indemnitees") from and against all claims, damages, losses, liens, causes of action, suits, judgments, and expenses, including attorney fees, of any nature, kind, or description (collectively "Liabilities") of any person or entity whomsoever arising out of, caused by, or resulting from the performance of services, or provision of goods, by Consultant pursuant to this Agreement, or any part thereof, which are caused in whole or in part by any negligent act or omission of the Consultant, anyone directly or indirectly employed by it or anyone for whose acts it may be liable even if it is caused in part by the negligence or omission of any Indemnitee, so long as it is not caused by the sole negligence or willful misconduct of any Indemnitee. In the event more than one of the Indemnitors are connected with an accident or occurrence covered by this indemnification, then each of such Indemnitors shall be jointly and severally responsible to the Indemnitees for indemnification and the ultimate responsibility among such Indemnitors for the loss and expense of 2022 Parks, Recreation & Open Space Master Plan Agreement Page 5 of 6 any such indemnification shall be settled by separate proceedings and without jeopardy to any Indemnitee. The provisions of this article shall not be construed to eliminate or reduce any other indemnification or right which the City or any of the Indemnitees it has by law. 10.2 Consultant shall protect and indemnify the City from and against all claims, damages, judgments, and loss arising from infringement or alleged infringement of any United States patent, or copyright, arising by or out of any of the services performed or goods provided hereunder or the use by Consultant, or by the City at the direction of Consultant, of any article or material, provided that upon becoming aware of a suit or threat of suit for patent or copyright infringement, the City shall promptly notify Consultant and Consultant shall be given full opportunity to negotiate a settlement. Consultant does not warrant against infringement by reason of the City's design of articles or the use thereof in combination with Other materials or in the operation of any process. In the event of litigation, the City agrees to cooperate reasonably with Consultant and parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense. 10.3 The indemnities contained herein shall survive the termination of any agreement or purchase order for any reason whatsoever. Section 11. Miscellaneous: 11.1 In the event of any suit at law or inequity involving the Agreement, venue shall be in Washington County, Minnesota and the laws of the state of Minnesota shall apply to the interpretation and enforcement of the Agreement. 11.2 This Agreement represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 11.3 Except as otherwise provided herein, the rights and remedies available to the parties are not to be construed in any way as a limitation of any rights and remedies available to any or all of them which are otherwise imposed or available by laws or regulations, by special warranty or guarantees or by other provisions of the Agreement Documents, and the provisions of this paragraph will be as effective as if repeated specifically in the Agreement Documents in connection with each duty, obligation, right and remedy to which they apply. 11.4 If any word, phrase, clause, sentence or provision of the Agreement, or the application of same to any person or set of circumstances is for any reason held to be unconstitutional, invalid or unenforceable, that finding shall only affect such word, phrase, clause, sentence or provision, and such finding shall not affect the remaining portions of this Agreement, this being the intent of the parties in entering into the Agreement; and all provisions of the Agreement are declared to be severable for this purpose. 11.5 The Agreement shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Consultant’s services shall be those of an independent Consultant. The Consultant agrees and understands that the Agreement does not grant any rights or privileges established for employees of the City. 2022 Parks, Recreation & Open Space Master Plan Agreement Page 6 of 6 11.6 The Consultant shall be credited with authorship of all documents and materials associated with this project. All materials delivered under the course of this project shall be subject to Minnesota Public Data Laws and shall be considered the property of the City of Scandia. Section 12 Execution of Contract. The parties hereto have caused this Agreement to be executed this ___th day of March , 2022. CITY OF SCANDIA, MINNESOTA By: _________________________________ Printed Name: _________________________________ Title: _________________________________ Date: _________________________________ INDEPENDENT CONTRACTOR MSA Professional Services, Inc. By: _________________________________ Printed Name: _________________________________ Title: _________________________________ Date: ________________________________