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9.e1 MSA - Scandia MN Parks, Recreation, and Open Space Master Plan ContractProfessional Services Agreement MSA Project Number: This AGREEMENT (Agreement) is made today, March 15, 2022 by and between THE CITY OF SCANDIA (OWNER) and MSA PROFESSIONAL SERVICES, INC. (MSA), which agree as follows: Project Name: Scandia MN - Parks, Recreation, and Open Space Master Plan The scope of the work authorized is: See Attached The lump sum fee for the work is: $15,000.00 All services shall be performed in accordance with the General Terms and Conditions of MSA, which is attached and made part of this Agreement. Any attachments or exhibits referenced in this Agreement are made part of this Agreement. Payment for these services will be on a lump sum basis. Approval: Authorization to proceed is acknowledged by signatures of the parties to this Agreement. CITY OF SCANDIA MSA PROFESSIONAL SERVICES, INC. Christine Maefsky Christopher Janson, AICP Mayor of Scandia Team Leader Date:03.15.2022 Date: 03.09.2022 14727 209th Street North 60 Plato Boulevard East Scandia, MN 55073 St. Paul, MN 55107-1835 Phone: 615-433-2274 Phone: 612-548-3132 PROJECT UNDERSTANDING MSA will approach this planning project with the following factors in mind: • Understand the important role the Parks, Recreation, and Open Space Master Plan plays in providing a vision to guide and prioritize investments in the City’s park system to meet current and future needs. Wants and needs usually outnumber available funding, so the plan must serve to both identify and prioritize improvements based on input from all stakeholders. • Recognize the vital role the City’s park system plays in supporting the local economy. The plan should highlight this value to demonstrate the direct, indirect and induced benefits these investments in the City’s park system have on its overall economy. • The plan will be an important tool in maintaining eligibility for the City to apply for and receive federal and state aid for the acquisition and development of outdoor recreation, open space sites and facilities. • The plan needs to include a community engagement effort. In a world where people are increasingly strapped for time, it’s important to give a variety of options to encourage individuals to participate in the planning process. • The plan needs to be user-friendly, serving the dual purpose of providing a vision for continued investment in the City’s park system while also advocating the importance of the park system/department. A well-crafted plan will serve as a strategy for the department to make the best impacts economically feasible. PROJECT APPROACH PHASE I - OUTLINE MISSION, GOALS, AND OBJECTIVES (MONTH 1) TASK 1.1 | STAFF KICK-OFF MEETING – WORKING SESSION MSA will coordinate initial project start-up activities with the City staff: • Review project scope and schedule. • Review draft community survey and discuss outreach methodologies. • Review list of available and desired data and planning documents, including City GIS data, previous relevant plans and documents, current and previous department budgets, capital improvement plans, recreation program participation totals and current park fees. • Prepare for the first City Council’s Park and Recreation Committee meeting. TASK 1.2 | EXISTING CONDITIONS MSA will review the following plans and incorporate applicable recommendations and policies into the Parks, Recreation, and Open Space Master Plan: • Scandia Comprehensive Plan • Other relevant plans and studies • Existing Comprehensive Parks, Recreation, and Open Space Master Plan PHASE II - UPDATE PARK STANDARDS AND INVENTORY (MONTH 2) TASK 2.1 | PARK INVENTORY & ASSESSMENT MSA will tour the City’s parks to complete an inventory and evaluation of existing park facilities. MSA will utilize existing data provided by the City related to the type of facilities and year built and supplement this data with a general evaluation of existing park facilities through on-site observation. This information will be used to assist with the development of recommendations for maintenance, replacement, or new facilities. In addition, this assessment will consider the current local and national trends for further review of the parks in the plan. TASK 2.2 | GEOGRAPHIC/LOCATIONAL ANALYSIS • Map 1 - Existing Parks. A map of the location of existing City parks using available GIS data. This map will also include the locations of county and state park and recreational facilities. • Map 2 - Park Facility Distribution. A map visually depicting the type of recreational facilities available in each City park, including whether the facilities are lighted. This map is useful in determining where portions of the City may or will be underserved or overserved by certain types of amenities. • Map 3 - Park Service Areas. A map identifying service areas for each City park. • Map 4 - Potentially Underserved Areas. A heat map combining population density and park service areas to identify places in the community that are underserved by parks, and parks which might require additional maintenance and repair due to heavy use. TASK 2.3 | PARK AND RECREATION COMMITTEE MEETING #1 MSA will meet online with the City Council’s Park and Recreation Committee to: • Review project scope and schedule. • Review prior recommendations from the existing Parks, Recreation and Open Space Plan that have either been completed, not completed but still valid, and not completed and are possibly no longer valid. • Review Maps 1-4. • Obtain initial feedback on issues, opportunities, and desired improvements within the City’s park system. PHASE III - PARK NEEDS ASSESSMENT (MONTH 3) TASK 3.1 | DEVELOP PROFILE OF PROSPECTIVE PARK USERS MSA will provide statistical analysis regarding past and projected population statistics for the City. MSA will also assess the demographic profiles and projections within each park service area. MSA will analyze how each park contributes to the needs of the population served based on the profile of prospective park users, Maps 1-4, and the Parks Survey. TASK 3.2 | QUANTITATIVE ANALYSIS MSA will analyze the amount of parkland per person available to City residents based on current and estimated population projections. The results of this analysis will indicate projected deficits or surpluses of total park land, in five-year increments, through 2040. MSA will also compare this data to that of similar sized communities using the National Recreation and Park Association’s latest metrics. TASK 3.3 | PARK AND RECREATION COMMITTEE MEETING #2 MSA will meet online with the City Council’s Park and Recreation Committee to: • Review project scope and schedule. • Discuss draft Community Survey and outreach methodologies. • Review the Results of Tasks 1 and 2. PHASE IV - PUBLIC ENGAGEMENT/QUALITATIVE ANALYSIS (MONTHS 4-5) TASK 4.1 | STAFF COORDINATION MSA will coordinate Phase IV activities with the City staff for the completion of these activities are anticipated to be done remotely (e.g. email, phone): • Review Park and Recreation Committee Meeting #2 outcomes. • Review Public Engagement Campaign Strategy. • Discuss revised draft survey; finalize survey and distribution methods. • Prepare for Phase IV project meetings. TASK 4.2 | PUBLIC ENGAGEMENT CAMPAIGN We recognize that the City is committed to a strong effort to engage stakeholders with a set of strategies that are inclusive, creative, varied and clear. And, one that allows ease and eagerness of participation. We know there are groups that are typically difficult to reach, and we are proposing strategies that specifically attempt to reach these groups. • MSA will create a Crowdsource Mapping Application for Scandia’s Parks, Recreation, and Open Space Master Plan. This application will allow the public to map their issues and opportunities for inclusion in the plan. • MSA will create an ArcGIS Story Map – Project Website that can be shared by the City to promote public engagement. The site will include an imbedded link to the Crowdsource Mapping Application and the Parks System Survey mentioned in Task 4.3. The website will also be used to share draft materials and solicit additional feedback from stakeholders. • MSA will work with the Park and Recreation Committee to prepare a communication strategy for the City’s use to guide outreach efforts. • MSA will collaborate with City staff on the creation of a stakeholder database of key individuals throughout the City who can assist with dissemination of important information such as the parks survey and public open house. • MSA will offer 25min online interviews with stakeholders or stakeholder groups. MSA will reach out to stakeholder/group contacts provided by the City and set up interview using zoom, teams, or by phone. TASK 4.3 | PARKS SYSTEM SURVEY Surveys are an important component of any multifaceted planning project — they are a convenient method of participation for stakeholders and they result in measurable data. We propose using an online survey to gather opinions about existing and desired park and recreation facilities and programming. MSA will draft the online survey for review by the City staff and Park Board at their first meeting. Links to the survey can be provided through the City’s official website and promoted via methods outlined under Task 4.2. The City is responsible for printing any hard copies of the survey, if desired, as well as entering any hard-copy responses into the online survey system. MSA will provide a summary report of the results of the survey. Results of the survey, along with other feedback, will be used to gauge user preferences and determine potential changes or additions to the parks to better serve the population. TASK 4.4 | PUBLIC OPEN HOUSE MSA will facilitate one public open house to obtain input from the public on desired park and recreation improvements. We have found that residents typically want to show up, voice their opinions, and be able to leave on their schedule. The open house format will allow people to spend as much or as little time as they like. The public open house will include a brief orientation and several interactive stations. Without knowing what public health orders will be in place, we are prepared to host this open house as a hybrid in-person/online meeting or fully online: • A hybrid meeting will include all activities in-person. The orientation presentation will be recorded, and all activities will be available in-person and in an online format after the meeting for people to complete as they have time. We have found having meeting activities online for people to do on their own time encourages greater participation. • A fully online open house would include a live, remote orientation presentation followed by interactive online activities. The orientation presentation will be recorded, and activities posted online so residents can participate as they have the time. PHASE V - PRELIMINARY RECOMMENDATIONS (MONTH 6) TASK 5.1 | PRELIMINARY PARK NEEDS Based on the work completed in Phases I-IV, MSA will develop a preliminary list of proposed park, trail, and recreation improvements. These proposed improvements will reference local and national trends with consideration to the National Recreation and Parks Association’s current Three Pillars: Conservation, Social Equality and Health/Wellness. TASK 5.2 | STAFF MEETING #2 – WORKING SESSION (RECOMMENDATIONS REVIEW) MSA will coordinate Phase V activities with City staff: • Review Phase IV outcomes. • Work through plan recommendations. TASK 5.3 | PARK AND RECREATION COMMITTEE MEETING #3 (RECOMMENDATIONS REVIEW) MSA will meet online with the Park and Recreation Committee to: • Review Phase IV outcomes. • Work through plan recommendations. PHASE VI - DRAFT PLAN (MONTH 7) TASK 6.1 | PLAN DEVELOPMENT MSA will draft the Parks, Recreation Open Space Plan which will include the following chapters: • Executive Summary: A clear and concise synopsis of park needs and recommendations, using images and figures in place of text where possible. • Chapter 1—Introduction: Summary of the purpose of the plan and summary of the planning process. • Chapter 2—Description of Scandia: Matrix of existing parks and open space throughout the City including location, existing characteristics, classification, and amenities; Map 1 (Existing Parks); summary of local recreational facilities not owned or operated by the City; summary of significant natural resources such as waterways, greenways, topography and woodlands; summary of existing and projected demographics; summary of other applicable planning efforts/studies and their impact on park planning. • Chapter 3—Goals and Strategies: An update of the previous Parks Master Plan goals with the addition of strategies to achieve those goals. Goals and strategies will be based on City staff and Park and Recreation Committee input, best practices, and alignment with the National Recreation and Park Association’s Three Pillars: Conservation, Social Equity and Health/Wellness. • Chapter 4—Analysis of Park Needs and Demands: A summary of the quantitative, geographic, and qualitative analyses completed in Phases I-IV, including Map 2 (Facility Distribution), Map 3 (Park Service Areas and Populations Served) and Map 4 (Potentially Underserved Areas). Determine gaps and deficiencies based on projected future needs. A summary of current and emerging trends in recreation facilities and programming demand (state, NRPA, peer communities). • Chapter 5—Recommendations: o Existing Parks. MSA will create a one- to two-page summary sheet for each existing park. The spread will include the following information: name of park; address; park acreage; park type; a summary table of existing facilities including year installed (as provided by staff); any current issues; a summary table of recommendations including priority (e.g. low, medium, high) and planning- level cost estimates. The two-page spread will also include a picture and a map of each park. o New Park Facilities. MSA will summarize areas proposed for future City parks, or expansions to existing parks, and new trails as determined through the planning process. MSA will identify the general location of these proposed improvements on Map 5 (Proposed Park and Trail Facilities). o Trail Facilities. Identification of proposed trail facility improvements, focusing on connecting existing and proposed multi-use trails to parks and other community facilities, and further focused on upgrading deficient routes currently marked but unsafe for use. These will be depicted on Map 5. o Recreation Programming. Identification of new and expanded recreation programming opportunities based on trends and public feedback. • Chapter 6—Implementation: o Capital Improvement Summary. A summary table of recommendations from Chapter 5 outlining recommendations by park, estimated cost (planning level/ballpark cost estimates or cost ranges) and priority. o Fee, Funding and Staffing Review. A comparison and benchmark of Scandia’s staffing levels, park revenue and expenses, and park development fees to data from up to four other Minnesota communities of comparable size. This section will include a calculation of the funding the City will need to collect from fee-in-lieu (or another source) to fund new parkland acquisition as well as the funding the City will need to collect from park development fees (or another source) to develop parks over the next 10 years to meet the needs of new residents while maintaining the current level of service. o Funding Opportunities. A summary table of common state and federal park grant programs including information on maximum awards and application due dates.  Identification of other non-traditional funding options to  help mitigate potential funding gaps.  Identification of potential partnerships to coordinate regional and other local park and trail planning efforts. • Appendix A: Complete Survey Results and Public Open House Feedback. Chapter 4 will provide an abbreviated summary of the key results from the surveys and Public Open House. Appendix A will provide a complete summary of the surveys and questionnaires. • Appendix B: Park and Open Space Classifications/ Standards. A summary of classifications and general park system guidelines from the National Park and Recreation Association • Appendix C: Maps o Map 1: Existing Parks o Map 2: Park Facility Distribution o Map 3: Park Service Areas and Populations Served o Map 4: Potentially Underserved Areas o Map 5: Proposed Park Facilities TASK 6.2 | STAFF MEETING #3 – WORKING SESSION (DRAFT PLAN REVIEW) MSA will coordinate Phase VI and VII activities with the City staff: • Review Draft Parks Master Plan. • Prepare for Phase VII Meetings. TASK 6.3 | PARK AND RECREATION COMMITTEE MEETING #4 (RECOMMENDATIONS REVIEW) MSA will meet with the Park and Recreation Committee online to: • Review Draft Parks Master Plan. • Prepare for Phase VII Meetings. TASK 6.4 | PLAN UPDATES MSA will update the plan per the outcomes of Task 2 and 3. PHASE VII - ADOPTION (MONTH 8) TASK 7.1 | PARK AND RECREATION COMMITTEE MEETING #5 MSA will complete an online presentation of the final plan to the Park and Recreation Committee for review and recommendation to City Council. Following recommendation by Park and Recreation Committee and the City, the plan will be presented online to the City Council for review and adoption. TASK 7.2 | CITY COUNCIL MEETING MSA will complete an online presentation of the Parks, Recreation and Open Space Plan at a regularly scheduled City Council meeting for adoption. DELIVERABLES Throughout the duration of the project, draft deliverables will be provided to the City in digital (PDF) format. Once a draft plan is available, MSA will provide the draft in PDF format. After plan adoption, MSA will provide a final digital copy of the plan, including any supporting documents. PARTNERSHIP Staff and elected officials have institutional knowledge which is invaluable to the success of the Parks, Recreation and Open Space Plan. MSA will rely on the staff to provide this institutional knowledge through our working sessions and constant communication throughout the process. We view the staff as partners in this process and will rely on you to help with the following tasks: • Provide existing City GIS data (e.g. parks, trails, parcels, roads, wetlands, floodplains, water courses, etc.). • Provide all previous plans and documents for review by MSA relevant to this project, including available data concerning park use, existing planned improvements, past and current department budgets related to department revenues, capital improvements and operations expenditures. • Provide an up-to-date list of park facilities at each City park and data on the year of installation or renovation of park facilities, if available. • Act as a liaison to the Parks and Recreation Committee and other applicable committees and stakeholder groups. • Promote the park survey and public open house. City staff will have the primary role of promoting the park survey through existing media outlets (e.g. social media, traditional media, email listservs, etc). • Provide meeting agendas and minutes for all City meetings of this project. • Provide a location suitable for the proposed public open house. • Tabulate hard copies of the survey. Although the responses to the survey will be primarily collected online, MSA anticipates hard copies will be made available at the City offices for individuals that prefer to complete a hard copy. City staff will be responsible for inputting the results of any hard copy surveys returned to the City into a survey link provided by MSA. • Guide the process and provide feedback throughout the project. • Serve as the sole point of contact for resident questions about this project. NOTES • Throughout the duration of the project, draft deliverables will be provided to the City in digital (PDF) format. Once a draft plan is available, MSA will provide the draft in PDF format. After plan adoption, MSA will provide a final digital copy of the plan, including any supporting documents. • Services shall be billed monthly by percentage complete of lump sum contract. • Consultant team will not attend additional meetings beyond those outlined in the above scope and timeline above without a contract amendment. • Mapping will be completed in ArcGIS Pro, some may be enhanced with InDesign or Illustrator. • Draft and final materials, documents, and maps will be delivered in MS Word, Adobe PDF, and ArcGIS Pro. MSA PROFESSIONAL SERVICES, INC. (MSA) – GENERAL TERMS AND CONDITIONS OF SERVICES 1. The quoted fees and scope of services constitute the best estimate of the fees and tasks required to perform the services as defined. This agreement upon execution by both parties hereto, can be amended only by written instrument signed by both parties. For those projects involving conceptual or process development service, activities often cannot be fully defined during initial planning. As the project progresses, facts uncovered may reveal a change in direction which may alter the scope. MSA will promptly inform the OWNER in writing of such situations so that changes in this agreement can be made as required. 2. MSA will bill the OWNER monthly with net payment due upon receipt. Past due balances shall be subject to an interest charge at a rate of 12% per year from said thirtieth day. In addition, MSA may, after giving seven days written notice, suspend service under any agreement until the OWNER has paid in full all amounts due for services rendered and expenses incurred, including the interest charge on past due invoices. 3. Costs and schedule commitments shall be subject to change for delays caused by the OWNER's failure to provide specified facilities or information or for delays caused by unpredictable occurrences including, without limitation, fires, floods, riots, strikes, unavailability of labor or materials, delays or defaults, by suppliers of materials or services, process shutdowns, acts of God or the public enemy, or acts of regulations of any governmental agency. Temporary delays of services caused by any of the above which result in additional costs beyond those outlined may require renegotiation of this agreement. 4. MSA intends to serve as the OWNER’s professional representative for those services as defined in this agreement, and to provide advice and consultation to the OWNER as a professional. Any opinions of probable project costs, reviews and observations, and other decisions made by MSA for the OWNER are rendered on the basis of experience and qualifications and represents the professional judgment of MSA. However, MSA cannot and does not guarantee that proposals, bid or actual project or construction costs will not vary from the opinion of probable cost prepared by it. 5. This agreement shall not be construed as giving MSA, the responsibility or authority to direct or supervise construction means, methods, techniques, sequence, or procedures of construction selected by the contractors or subcontractors or the safety precautions and programs incident to the work of the contractors or subcontractors. 6. In conducting the services, MSA will apply present professional, engineering and/or scientific judgment, and use a level of effort consistent with current professional standards in the same or similar locality under similar circumstances in performing the Services. The OWNER acknowledges that "current professional standards" shall mean the standard for professional services, measured as of the time those services are rendered, and not according to later standards, if such later standards purport to impose a higher degree of care upon MSA. MSA does not make any warranty or guarantee, expressed or implied, nor have any agreement or contract for services subject to the provisions of any uniform commercial code. Similarly, MSA will not accept those terms and conditions offered by the OWNER in its purchase order, requisition, or notice of authorization to proceed, except as set forth herein or expressly agreed to in writing. Written acknowledgement of receipt, or the actual performance of services subsequent to receipt of such purchase order, requisition, or notice of authorization to proceed is specifically deemed not to constitute acceptance of any terms or conditions contrary to those set forth herein. 7. This Agreement shall commence upon execution and shall remain in effect until terminated by either party, at such party's discretion, on not less than thirty (30) days' advance written notice. The effective date of the termination is the thirtieth day after the non-terminating party's receipt of the notice of termination. If MSA terminates the Agreement, the OWNER may, at its option, extend the terms of this Agreement to the extent necessary for MSA to complete any services that were ordered prior to the effective date of termination. If OWNER terminates this Agreement, OWNER shall pay MSA for all services performed prior to MSA's receipt of the notice of termination and for all work performed and/or expenses incurred by MSA in terminating Services begun after MSA's receipt of the termination notice. Termination hereunder shall operate to discharge only those obligations which are executory by either party on and after the effective date of termination. These General Terms and Conditions shall survive the completion of the services performed hereunder or the Termination of this Agreement for any cause. This agreement cannot be changed or terminated orally. No waiver of compliance with any provision or condition hereof should be effective unless agreed in writing and duly executed by the parties hereto. 8. The OWNER agrees to clarify and define project requirements and to provide such legal, accounting and insurance counseling services as may be required for the project. 9. MSA will maintain insurance coverage for: Worker's Compensation, General Liability, and Professional Liability. MSA will provide information as to specific limits upon written request. If the OWNER requires coverages or limits in addition to those in effect as of the date of the agreement, premiums for additional insurance shall be paid by the OWNER. The liability of MSA to the OWNER for any indemnity commitments, or for any damages arising in any way out of performance of this contract is limited to such insurance coverages and amount which MSA has in effect. 10. Reuse of any documents and/or services pertaining to this project by the OWNER or extensions of this project or on any other project shall be at the OWNER’s sole risk. The OWNER agrees to defend, indemnify, and hold harmless MSA for all claims, damages, and expenses including attorneys’ fees and costs arising out of such reuse of the documents and/or services by the OWNER or by others acting through the OWNER. 11. To the fullest extent permitted by law, MSA shall indemnify and hold harmless, OWNER, and OWNER’s officers, directors, members, partners, agents, consultants, and employees (hereinafter “OWNER”) from reasonable claims, costs, losses, and damages arising out of or relating to the PROJECT, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom but only to the extent caused by any negligent act or omission of MSA or MSA’s officers, directors, members, partners, agents, employees, or Consultants (hereinafter “MSA”). In no event shall this indemnity agreement apply to claims between the OWNER and MSA. This indemnity agreement applies solely to claims of third parties. Furthermore, in no event shall this indemnity agreement apply to claims that MSA is responsible for attorneys’ fees. This agreement does not give rise to any duty on the part of MSA to defend the OWNER on any claim arising under this agreement. To the fullest extent permitted by law, OWNER shall indemnify and hold harmless, MSA, and MSA’s officers, directors, members, partners, agents, consultants, and employees (hereinafter “MSA”) from reasonable claims, costs, losses, and damages arising out of or relating to the PROJECT, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom but only to the extent caused by any negligent act or omission of the OWNER or the OWNER’s officers, directors, members, partners, agents, employees, or Consultants (hereinafter “OWNER”). In no event shall this indemnity agreement apply to claims between MSA and the OWNER. This indemnity agreement applies solely to claims of third parties. Furthermore, in no event shall this indemnity agreement apply to claims that the OWNER is responsible for attorneys’ fees. This agreement does not give rise to any duty on the part of the OWNER to defend MSA on any claim arising under this agreement. To the fullest extent permitted by law, MSA’s total liability to OWNER and anyone claiming by, through, or under OWNER for any cost, loss or damages caused in part or by the negligence of MSA and in part by the negligence of OWNER or any other negligent entity or individual, shall not exceed the percentage share that MSA’s negligence bears to the total negligence of OWNER, MSA, and all other negligent entities and individuals. 12. OWNER and MSA desire to resolve any disputes or areas of disagreement involving the subject matter of this Agreement by a mechanism that facilitates resolution of disputes by negotiation rather than by litigation. OWNER and MSA also acknowledge that issues and problems may arise after execution of this Agreement which were not anticipated or are not resolved by specific provisions in this Agreement. Accordingly, both OWNER and MSA will endeavor to settle all controversies, claims, counterclaims, disputes, and other matters in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect, unless OWNER and MSA mutually agree otherwise. Demand for mediation shall be filed in writing with the other party to this Agreement. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Neither demand for mediation nor any term of this Dispute Resolution clause shall prevent the filing of a legal action where failing to do so may bar the action because of the applicable statute of limitations. If despite the good faith efforts of OWNER and MSA any controversy, claim, counterclaim, dispute, or other matter is not resolved through negotiation or mediation, OWNER and MSA agree and consent that such matter may be resolved through legal action in any state or federal court having jurisdiction. 13. This agreement shall be construed and interpreted in accordance with the laws of the State of Wisconsin. 14. OWNER hereby irrevocably submits to the jurisdiction of the state courts of the State of Wisconsin for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement. OWNER further consents that the venue for any legal proceedings related to this Agreement shall be, at MSA’s option, Sauk County, Wisconsin, or any county in which MSA has an office. 15. This agreement contains the entire understanding between the parties on the subject matter hereof and no representations. Inducements, promises or agreements not embodied herein (unless agreed in writing duly executed) shall be of any force or effect, and this agreement supersedes any other prior understanding entered into between the parties on the subject matter hereto.