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HomeMy Public PortalAboutResolution 2019-42, Approving MSA Agreement For Parks And Trails Needs Assessment Study RESOLUTION NO. 2019-42 A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH MSA PROFESSIONAL SERVICES FOR A PARKS AND TRAILS NEEDS ASSESSMENT STUDY FOR THE CITY OF RIVERDALE, IOWA WHEREAS, City Council did determine at its September 10, 2019 meeting that it was in the best interest of the community that it have a professional assessment of parks needs conducted so as to better plan for expenditures for park and recreation improvements; and, WHEREAS, based on preliminary discussions with City staff,elected officials and interested consitituent, MSA has proffered a Professional Services Agreement to the City for the"Parks and Trails System Needs Assessment",dated October 16,2019 for the above-cited project and scope of work for consideration by the City Council. NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF RIVERDALE, SCOTT COUNTY, IN THE STATE OF IOWA: Section 1. That MSA Professional Services, Inc. has provided a Professional Services Agreement to the City entitled"Parks and Trails System Needs Assessment", dated October 16, 2019, and said Agreement is attached hereto and is hereafter a part of this Resolution. Section 2. That following its consideration of the proposal,the City Council accepts the Professional Services Agreement in the proposed lump sum fee of$12,600.00 for the"Parks and Trails System Needs Assessment", dated October 16, 2019. Section 3. That with Council approval,the Mayor shall execute said agreement and the City Clerk shall witness his signature. 'ASSED AND APPROVED this 22nd day of October, 2019. 1,1:1 lir Michael Bawden,Ir ayor ATTEST: " i --X704,/CaiVY, 9�''Gi& Mary rances Blevins,City Clerk Prepared by City Administrator Tim Long October 22, 2019 Professional Services Agreement This AGREEMENT (Agreement) is made today October 16, 2019 by and between THE CITY OF RIVERDALE (OWNER) and MSA PROFESSIONAL SERVICES, INC. (MSA), which agree as follows: Project Name: Parks and Trails System Needs Assessment The scope of the work authorized is: See Enclosed Scope of Services The lump sum fee for the work is: $12,600 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 RIVERDALE MSA OFESSIONAL SERVICES, INC. Mike Bawden Ch .stopher Janson, AICP Mayor of Riverdale Team Leader Date: Date: 10.16.2019 110 Manor Drive 2117 State Street, Suite 200 Riverdale, Iowa 52722 Bettendorf, Iowa 52722 Phone: 563-355-2511 Phone: 563-445-3501 SCOPE OF SERVICES PARKS AND TRAIL SYSTEM NEEDS ASSESSMENT RIVERDALE, IOWA One of MSA's goals is to "create better places to live and work." It is our commitment to you to bring our expertise together with your needs and assist the City in developing the best and most appropriate solutions. We truly believe in making partners and not just completing projects. YOUR NEEDS The Riverdale City Council is committed to the continual improvement of Riverdale's parks and recreational facilities and programs. High-quality parks and recreational facilities are one of the key ingredients of an attractive and growing community. In an effort to understand the community's needs and wants for recreation through the coming decade, the City Council would like MSA to assist them in creating a Parks and Trail System Needs Assessment for 2030. The Parks and Trail System Needs Assessment will serve as a guidebook for continuing to improve the community's recreational assets to serve the growing needs of Riverdale. In particular, MSA will evaluate and provide recommendations for an expansion of the trail system to connect Pleasant Valley High School, Scott County Community College, Riverdale City Hall, growing neighborhoods, Riverdale's parks. STEP I - PROJECT KICKOFF & EXISTING CONDITIONS ANALYSIS• Step 1 of the project consists of five main tasks: an initial kickoff meeting, a review of prior planning documents, existing conditions assessment. 1. Kickoff Meeting - MSA will meet with the Project Team, including City Staff and members of the City Council, to review the project scope, timeline, and roles. At the meeting, MSA will collect information regarding existing park and recreational facilities, such as the popularity of each park and staff recommendations regarding potential improvement projects. In addition, the project team will discuss additional outreach methods such as additional online surveys, project mailers, and meeting invites. 2. Existing Conditions Assessment+ Maps - MSA will document and provide an overview of Riverdale's existing recreation facilities, trails/pedestrian networks, and parks. MSA will generate several maps, including a park service areas map. Additionally, the maps and existing facilities analysis will also include a review of any current facilities that may not comply with Americans with Disabilities Act (ADA) regulations. STEP 1 DELIVERABLES • Part 1: Riverdale's Parks and Trail System • Existing Parks and Recreational Facilities Map • Existing Park Service Areas Map • Existing Trail and Pedestrian System Map STEP 2 — COMMUNITY ENGAGEMENT Step 2 of the project consists of several engagement tasks. 1. Community Input Workshop — MSA will facilitate an evening Community Input Workshop to obtain insight into Riverdale's parks, trails, and recreation planning from residents and stakeholders. The Community Input Workshop would take place near the beginning of the planning process. The workshop will cover why we plan, what the existing conditions, and what people would like to see in 2030. 2. Online Survey — MSA will develop an online survey utilizing the "Riverdale Residents Parks Survey" that focus on gathering community feedback for the development of the Parks and Trail System Needs Assessment. The survey will be able to be completed using a smartphone, tablet or computer with Internet access. Hard copies of the survey will be available at City Hall and tabulated by MSA after the survey period has ended. 3. Community Engagement Promotion—MSA will work with City Staff and the City Council to promote the Community Input Workshop and Online Survey along with explaining the process of developing the Parks and Trail System Needs Assessment. MSA will create a postcard/utility bill insert for mailing and a flyer for posting around the community as well as sharing online by email and social media. STEP 2 DELIVERABLES: • Promotional Postcard/Mailer/Bill Insert (Printed and Mailed by City) • Online Survey(Paper Copies Available at City Hall) STEP 3 — PARKS AND TRAIL SYSTEM NEEDS ASSESSMENT Step 3 of the project consists of the development of the Parks and Trail System Needs Assessment document, a final Project Team Meeting, and City Council review and consideration of adoption. 1. Plan Development — the Parks and Trail System Needs Assessment will have three primary chapters/sections: Part 1: Riverdale's Parks and Trail System • Park and Trail System Overview • NPRA Standards • Existing Parks and Recreational Facilities Map • Existing Park Service Areas Map • Existing Trail and Pedestrian System Map • Overview of Recreational Programing Part 2: Process Engagement and Feedback • Overview of Process • Summary of Feedback from Project Team • Summary of Feedback from Online Survey • Summary of Feedback from Community Input Workshop Part 3: Vision, Goals, Concepts and Action Plan • Vision of Parks and Trail System for 2030 • Goals for Parks and Trail Improvement and Growth • Future Parks and Trail System Concept Map — Including Recommendations for a Trail System Connecting Pleasant Valley High School, Scott County Community College, City Hall, Neighborhoods, and the City Parks. • Guidelines for New Park Public Engagement and Needs/Concept Development • Action Plan that Includes a Listing of Applicable Outside Funding Options for Recommended Improvements 2. Draft Review Project Team Meeting - MSA will meet with the Project Team to review a Final Draft of the Parks and Trail System Needs Assessment. There may be several drafts reviewed via by PDF and email prior to the scheduling of this final Project Team Meeting. 3. City Council Review and Consideration — After receiving the approval of the Project Team on the Final Draft, MSA will submit the Riverdale Parks and Trail System Needs Assessment to the City Council for review and consideration for adoption. STEP 3 DELIVERABLES: • Review Drafts of the Parks and Trail System Needs Assessment • Final Draft of the Parks and Trail System Needs Assessment • Completed Parks and Trail System Needs Assessment for Council Review and Consideration FEE FOR PROPOSED SERVICES MSA will provide the City of Riverdale with a Riverdale Parks and Trail System Needs Assessment for the lump sum fee of $12,600 Notes. • Services shall billed monthly by percentage complete of lump sum contract. • Fee includes all expected reimbursable expenses. • The fee includes preparation of meeting materials, including any maps, boards, or handouts. • MSA will prepare a maximum of two (2) Future Parks and Trail System Concept Maps for review and inclusion in the assessment. • Attendance at any requested meetings beyond those outlined in the above scope with require a contract amendment. PROPOSED SCHEDULE MONTH S TASKS & MEETINGS Month 1 Project Kickoff and Existing Conditions Analysis Survey Month 2 Community Mailer/Postcard/Flyer Community Input Workshop f\ilonth 3 Complete Draft Plan and Project Team Reviews by Email of Draft PD F's Month 4 Project Team Meeting to Review Final Draft Complete Final Plan City Council Meeting for Review and Consideration of Adoption ENGAGEMENT ACTIVITIES GUIDE Public Engagement Activity Online Engagement Activity MSA PROFESSIONAL SERVICES,INC.(MSA)—GENERAL TERMS AND CONDITIONS OF SERVICES 1. The quoted fees and scope of services constitute the best party's discretion, on not less than thirty (30) days' advance estimate of the fees and tasks required to perform the services written notice. The effective date of the termination is the as defined. This agreement upon execution by both parties thirtieth day after the non-terminating party's receipt of the hereto, can be amended only by written instrument signed by notice of termination. If MSA terminates the Agreement, the both parties. For those projects involving conceptual or process OWNER may, at its option,extend the terms of this Agreement development service, activities often cannot be fully defined to the extent necessary for MSA to complete any services that during initial planning. As the project progresses, facts were ordered prior to the effective date of termination. If uncovered may reveal a change in direction which may alter the OWNER terminates this Agreement,OWNER shall pay MSA for scope. MSA will promptly inform the OWNER in writing of such all services performed prior to MSA's receipt of the notice of situations so that changes in this agreement can be made as termination and for all work performed and/or expenses incurred required. by MSA in terminating Services begun after MSA's receipt of the 2. MSA will bill the OWNER monthly with net payment termination notice. Termination hereunder shall operate to due upon receipt. Past due balances shall be subject to an discharge only those obligations which are executory by either interest charge at a rate of 12%per year from said thirtieth day. party on and after the effective date of termination. These In addition, MSA may, after giving seven days written notice, General Terms and Conditions shall survive the completion of suspend service under any agreement until the OWNER has the services performed hereunder or the Termination of this paid in full all amounts due for services rendered and expenses Agreement for any cause. incurred, including the interest charge on past due invoices. This agreement cannot be changed or terminated orally. 3. Costs and schedule commitments shall be subject to No waiver of compliance with any provision or condition hereof change for delays caused by the OWNER's failure to provide should be effective unless agreed in writing and duly executed specified facilities or information or for delays caused by by the parties hereto. unpredictable occurrences including, without limitation, fires, 8. The OWNER agrees to clarify and define project floods, riots, strikes, unavailability of labor or materials, delays requirements and to provide such legal, accounting and or defaults, by suppliers of materials or services, process insurance counseling services as may be required for the shutdowns, acts of God or the public enemy, or acts of project. regulations of any governmental agency. Temporary delays of 9. MSA will maintain insurance coverage for: Worker's services caused by any of the above which result in additional Compensation, General Liability, and Professional Liability. costs beyond those outlined may require renegotiation of this MSA will provide information as to specific limits upon written agreement. request. If the OWNER requires coverages or limits in addition 4. MSA intends to serve as the OWNER's professional to those in effect as of the date of the agreement,premiums for representative for those services as defined in this agreement, additional insurance shall be paid by the OWNER. The liability and to provide advice and consultation to the OWNER as a of MSA to the OWNER for any indemnity commitments, or for professional. Any opinions of probable project costs, reviews any damages arising in any way out of performance of this and observations, and other decisions made by MSA for the contract is limited to such insurance coverages and amount OWNER are rendered on the basis of experience and which MSA has in effect. qualifications and represents the professional judgment of MSA. 10. Reuse of any documents and/or services pertaining However, MSA cannot and does not guarantee that proposals, to this project by the OWNER or extensions of this project or on bid or actual project or construction costs will not vary from the any other project shall be at the OWNER's sole risk. The opinion of probable cost prepared by it. OWNER agrees to defend, indemnify, and hold harmless MSA 5. This agreement shall not be construed as giving for all claims,damages,and expenses including attorneys'fees MSA, the responsibility or authority to direct or supervise and costs arising out of such reuse of the documents and/or construction means, methods, techniques, sequence, or services by the OWNER or by others acting through the procedures of construction selected by the contractors or OWNER. subcontractors or the safety precautions and programs incident 11. To the fullest extent permitted by law, MSA shall to the work of the contractors or subcontractors. indemnify and hold harmless, OWNER,and OWNER's officers, 6. In conducting the services, MSA will apply present directors, members, partners, agents, consultants, and professional,engineering and/or scientific judgment, and use a employees (hereinafter "OWNER") from reasonable claims, level of effort consistent with current professional standards in costs, losses, and damages arising out of or relating to the the same or similar locality under similar circumstances in PROJECT,provided that any such claim,cost,loss,or damage performing the Services. The OWNER acknowledges that is attributable to bodily injury,sickness, disease,or death,or to "current professional standards" shall mean the standard for injury to or destruction of tangible property(other than the Work professional services, measured as of the time those services itself) including the loss of use resulting therefrom but only to are rendered, and not according to later standards,if such later the extent caused by any negligent act or omission of MSA or standards purport to impose a higher degree of care upon MSA. MSA's officers, directors, members, partners, agents, MSA does not make any warranty or guarantee,expressed employees, or Consultants (hereinafter "MSA"). In no event or implied, nor have any agreement or contract for services shall this indemnity agreement apply to claims between the subject to the provisions of any uniform commercial code. OWNER and MSA. This indemnity agreement applies solely to Similarly, MSA will not accept those terms and conditions claims of third parties. Furthermore, in no event shall this offered by the OWNER in its purchase order, requisition, or indemnity agreement apply to claims that MSA is responsible notice of authorization to proceed,except as set forth herein or for attorneys'fees. This agreement does not give rise to any expressly agreed to in writing. Written acknowledgement of duty on the part of MSA to defend the OWNER on any claim receipt, or the actual performance of services subsequent to arising under this agreement. receipt of such purchase order, requisition, or notice of To the fullest extent permitted by law, OWNER shall authorization to proceed is specifically deemed not to constitute indemnify and hold harmless, MSA, and MSA's officers, acceptance of any terms or conditions contrary to those set forth directors, members, partners, agents, consultants, and herein. employees (hereinafter"MSA")from reasonable claims, costs, 7. This Agreement shall commence upon execution and losses,and damages arising out of or relating to the PROJECT, shall remain in effect until terminated by either party, at such provided that any such claim,cost,loss,or damage is attributable to bodily injury, sickness, disease, or death, or to for mediation shall be filed in writing with the other party to this injury to or destruction of tangible property(other than the Work Agreement. A demand for mediation shall be made within a itself) including the loss of use resulting therefrom but only to reasonable time after the claim, dispute or other matter in the extent caused by any negligent act or omission of the question has arisen. In no event shall the demand for mediation OWNER or the OWNER's officers, directors, members, be made after the date when institution of legal or equitable partners, agents, employees, or Consultants (hereinafter proceedings based on such claim, dispute or other matter in "OWNER"). In no event shall this indemnity agreement apply to question would be barred by the applicable statute of limitations. claims between MSA and the OWNER. This indemnity Neither demand for mediation nor any term of this Dispute agreement applies solely to claims of third parties. Furthermore, Resolution clause shall prevent the filing of a legal action where in no event shall this indemnity agreement apply to claims that failing to do so may bar the action because of the applicable the OWNER is responsible for attorneys'fees. This agreement statute of limitations. If despite the good faith efforts of OWNER does not give rise to any duty on the part of the OWNER to and MSA any controversy,claim,counterclaim,dispute,or other defend MSA on any claim arising under this agreement. matter is not resolved through negotiation or mediation, To the fullest extent permitted by law, MSA's total liability OWNER and MSA agree and consent that such matter may be to OWNER and anyone claiming by,through,or under OWNER resolved through legal action in any state or federal court having for any cost, loss or damages caused in part or by the jurisdiction. negligence of MSA and in part by the negligence of OWNER or 13. This agreement shall be construed and interpreted in any other negligent entity or individual, shall not exceed the accordance with the laws of the State of Wisconsin. percentage share that MSA's negligence bears to the total 14. OWNER hereby irrevocably submits to the jurisdiction negligence of OWNER, MSA, and all other negligent entities of the state courts of the State of Wisconsin for the purpose of and individuals. any suit,action or other proceeding arising out of or based upon 12. OWNER and MSA desire to resolve any disputes or this Agreement. OWNER further consents that the venue for areas of disagreement involving the subject matter of this any legal proceedings related to this Agreement shall be, at Agreement by a mechanism that facilitates resolution of MSA's option,Sauk County,Wisconsin,or any county in which disputes by negotiation rather than by litigation. OWNER and MSA has an office. MSA also acknowledge that issues and problems may arise 15. This agreement contains the entire understanding after execution of this Agreement which were not anticipated or between the parties on the subject matter hereof and no are not resolved by specific provisions in this Agreement. representations. Inducements, promises or agreements not Accordingly, both OWNER and MSA will endeavor to settle all embodied herein (unless agreed in writing duly executed)shall controversies, claims, counterclaims, disputes, and other be of any force or effect, and this agreement supersedes any matters in accordance with the Construction Industry Mediation other prior understanding entered into between the parties on Rules of the American Arbitration Association currently in effect, the subject matter hereto. unless OWNER and MSA mutually agree otherwise. Demand Professional MSA Services Agreement This AGREEMENT (Agreement) is made today October 16, 2019 by and between THE CITY OF RIVERDALE (OWNER) and MSA PROFESSIONAL SERVICES, INC. (MSA), which agree as follows: Project Name: Parks and Trails System Needs Assessment The scope of the work authorized is: See Enclosed Scope of Services The lump sum fee for the work is: $12,600 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 RIVERDALE MSA ' -OFESSIONAL SERVICES, INC. k Mike Bawden Chhsstopher Janson, AICP Mayor of Riverdale Team Leader Date: 1'-z-z 10t9 Date: 10.16.2019 110 Manor Drive 2117 State Street, Suite 200 Riverdale, Iowa 52722 Bettendorf, Iowa 52722 Phone: 563-355-2511 Phone: 563-445-3501 SCOPE OF SERVICES PARKS AND TRAIL SYSTEM NEEDS ASSESSMENT RIVERDALE, IOWA One of MSA's goals is to "create better places to live and work." It is our commitment to you to bring our expertise together with your needs and assist the City in developing the best and most appropriate solutions. We truly believe in making partners and not just completing projects. YOUR NEEDS The Riverdale City Council is committed to the continual improvement of Riverdale's parks and recreational facilities and programs. High-quality parks and recreational facilities are one of the key ingredients of an attractive and growing community. In an effort to understand the community's needs and wants for recreation through the coming decade, the City Council would like MSA to assist them in creating a Parks and Trail System Needs Assessment for 2030. The Parks and Trail System Needs Assessment will serve as a guidebook for continuing to improve the community's recreational assets to serve the growing needs of Riverdale. In particular, MSA will evaluate and provide recommendations for an expansion of the trail system to connect Pleasant Valley High School, Scott County Community College, Riverdale City Hall, growing neighborhoods, Riverdale's parks. STEP 7 - PROJECT KICKOFF & EXISTING CONDITIONS ANALYSIS Step 1 of the project consists of five main tasks: an initial kickoff meeting, a review of prior planning documents, existing conditions assessment. 1. Kickoff Meeting - MSA will meet with the Project Team, including City Staff and members of the City Council, to review the project scope, timeline, and roles. At the meeting, MSA will collect information regarding existing park and recreational facilities, such as the popularity of each park and staff recommendations regarding potential improvement projects. In addition, the project team will discuss additional outreach methods such as additional online surveys, project mailers, and meeting invites. 2. Existing Conditions Assessment+ Maps - MSA will document and provide an overview of Riverdale's existing recreation facilities, trails/pedestrian networks, and parks. MSA will generate several maps, including a park service areas map. Additionally, the maps and existing facilities analysis will also include a review of any current facilities that may not comply with Americans with Disabilities Act (ADA) regulations. STEP 1 DELIVERABLES • Part 1: Riverdale's Parks and Trail System • Existing Parks and Recreational Facilities Map • Existing Park Service Areas Map • Existing Trail and Pedestrian System Map STEP 2 - COMMUNITY ENGAGEMENT Step 2 of the project consists of several engagement tasks. 1. Community Input Workshop — MSA will facilitate an evening Community Input Workshop to obtain insight into Riverdale's parks, trails, and recreation planning from residents and stakeholders. The Community Input Workshop would take place near the beginning of the planning process. The workshop will cover why we plan, what the existing conditions, and what people would like to see in 2030. 2. Online Survey — MSA will develop an online survey utilizing the "Riverdale Residents Parks Survey" that focus on gathering community feedback for the development of the Parks and Trail System Needs Assessment. The survey will be able to be completed using a smartphone, tablet or computer with internet access. Hard copies of the survey will be available at City Hall and tabulated by MSA after the survey period has ended. 3. Community Engagement Promotion— MSA will work with City Staff and the City Council to promote the Community Input Workshop and Online Survey along with explaining the process of developing the Parks and Trail System Needs Assessment. MSA will create a postcard/utility bill insert for mailing and a flyer for posting around the community as well as sharing online by email and social media. STEP ? '` �, „ . . . • Promotional Postcard/Mailer/Bill Insert (Printed and Mailed by City) • Online Survey (Paper Copies Available at City Hall) STEP 3 - PARKS AND TRAIL SYSTEM NEEDS ASSESSMENT Step 3 of the project consists of the development of the Parks and Trail System Needs Assessment document, a final Project Team Meeting, and City Council review and consideration of adoption. 1. Plan Development - the Parks and Trail System Needs Assessment will have three primary chapters/sections: Part 1: Riverdale's Parks and Trail System • Park and Trail System Overview • NPRA Standards • Existing Parks and Recreational Facilities Map • Existing Park Service Areas Map • Existing Trail and Pedestrian System Map • Overview of Recreational Programing Part 2: Process Engagement and Feedback • Overview of Process • Summary of Feedback from Project Team • Summary of Feedback from Online Survey • Summary of Feedback from Community Input Workshop Part 3: Vision, Goals, Concepts and Action Plan • Vision of Parks and Trail System for 2030 • Goals for Parks and Trail Improvement and Growth • Future Parks and Trail System Concept Map - Including Recommendations for a Trail System Connecting Pleasant Valley High School, Scott County Community College, City Hall, Neighborhoods, and the City Parks. • Guidelines for New Park Public Engagement and Needs/Concept Development • Action Plan that Includes a Listing of Applicable Outside Funding Options for Recommended Improvements 2. Draft Review Project Team Meeting - MSA will meet with the Project Team to review a Final Draft of the Parks and Trail System Needs Assessment. There may be several drafts reviewed via by PDF and email prior to the scheduling of this final Project Team Meeting. 3. City Council Review and Consideration - After receiving the approval of the Project Team on the Final Draft, MSA will submit the Riverdale Parks and Trail System Needs Assessment to the City Council for review and consideration for adoption. STEP 3 DELIVERABLES: • Review Drafts of the Parks and Trail System Needs Assessment • Final Draft of the Parks and Trail System Needs Assessment • Completed Parks and Trail System Needs Assessment for Council Review and Consideration FEE FOR PROPOSED SERVICES MSA will provide the City of Riverdale with a Riverdale Parks and Trail System Needs Assessment for the lump sum fee of $12,600 • Services shall billed monthly by percentage complete of lump sum contract. • Fee includes all expected reimbursable expenses. • The fee includes preparation of meeting materials, including any maps, boards, or handouts. • MSA will prepare a maximum of two (2) Future Parks and Trail System Concept Maps for review and inclusion in the assessment. • Attendance at any requested meetings beyond those outlined in the above scope with require a contract amendment. PROPOSED SCHEDULE MONTH S TASKS & MEETINGS Month 1 Project Kickoff and Existing Conditions Analysis Month 2 Community Mailer/Postcard/Flyer Community Input Workshop Month 3 Complete Draft Plan and Project Team Reviews by Email of Draft P D F's Month 4 Project Team Meeting to Review Final Draft Complete Final Plan City Council Meeting for Review and Consideration of Adoption ENGAGEMENT ACTIVITIES GUIDE Public Engagement Activity Online Eng.e, x MSA PROFESSIONAL SERVICES,INC.(MSA)—GENERAL TERMS AND CONDITIONS OF SERVICES 1. The quoted fees and scope of services constitute the best party's discretion, on not less than thirty (30) days' advance estimate of the fees and tasks required to perform the services written notice. The effective date of the termination is the as defined. This agreement upon execution by both parties thirtieth day after the non-terminating party's receipt of the hereto, can be amended only by written instrument signed by notice of termination. If MSA terminates the Agreement, the both parties. For those projects involving conceptual or process OWNER may,at its option,extend the terms of this Agreement development service, activities often cannot be fully defined to the extent necessary for MSA to complete any services that during initial planning. As the project progresses, facts were ordered prior to the effective date of termination. If uncovered may reveal a change in direction which may alter the OWNER terminates this Agreement,OWNER shall pay MSA for scope. MSA will promptly inform the OWNER in writing of such all services performed prior to MSA's receipt of the notice of situations so that changes in this agreement can be made as termination and for all work performed and/or expenses incurred required. by MSA in terminating Services begun after MSA's receipt of the 2. MSA will bill the OWNER monthly with net payment termination notice. Termination hereunder shall operate to due upon receipt. Past due balances shall be subject to an discharge only those obligations which are executory by either interest charge at a rate of 12%per year from said thirtieth day. party on and after the effective date of termination. These In addition, MSA may, after giving seven days written notice, General Terms and Conditions shall survive the completion of suspend service under any agreement until the OWNER has the services performed hereunder or the Termination of this paid in full all amounts due for services rendered and expenses Agreement for any cause. incurred,including the interest charge on past due invoices. This agreement cannot be changed or terminated orally. 3. Costs and schedule commitments shall be subject to No waiver of compliance with any provision or condition hereof change for delays caused by the OWNER's failure to provide should be effective unless agreed in writing and duly executed specified facilities or information or for delays caused by by the parties hereto. unpredictable occurrences including, without limitation, fires, 8. The OWNER agrees to clarify and define project floods, riots, strikes, unavailability of labor or materials,delays requirements and to provide such legal, accounting and or defaults, by suppliers of materials or services, process insurance counseling services as may be required for the shutdowns, acts of God or the public enemy, or acts of project. regulations of any governmental agency. Temporary delays of 9. MSA will maintain insurance coverage for: Worker's services caused by any of the above which result in additional Compensation, General Liability, and Professional Liability. costs beyond those outlined may require renegotiation of this MSA will provide information as to specific limits upon written agreement. request. If the OWNER requires coverages or limits in addition 4. MSA intends to serve as the OWNER's professional to those in effect as of the date of the agreement,premiums for representative for those services as defined in this agreement, additional insurance shall be paid by the OWNER. The liability and to provide advice and consultation to the OWNER as a of MSA to the OWNER for any indemnity commitments, or for professional. Any opinions of probable project costs, reviews any damages arising in any way out of performance of this and observations, and other decisions made by MSA for the contract is limited to such insurance coverages and amount OWNER are rendered on the basis of experience and which MSA has in effect. qualifications and represents the professional judgment of MSA. 10. Reuse of any documents and/or services pertaining However, MSA cannot and does not guarantee that proposals, to this project by the OWNER or extensions of this project or on bid or actual project or construction costs will not vary from the any other project shall be at the OWNER's sole risk. The opinion of probable cost prepared by it. OWNER agrees to defend, indemnify, and hold harmless MSA 5. This agreement shall not be construed as giving for all claims,damages,and expenses including attorneys'fees MSA, the responsibility or authority to direct or supervise and costs arising out of such reuse of the documents and/or construction means, methods, techniques, sequence, or services by the OWNER or by others acting through the procedures of construction selected by the contractors or OWNER. subcontractors or the safety precautions and programs incident 11. To the fullest extent permitted by law, MSA shall to the work of the contractors or subcontractors. indemnify and hold harmless,OWNER,and OWNER's officers, 6. In conducting the services, MSA will apply present directors, members, partners, agents, consultants, and professional,engineering and/or scientific judgment,and use a employees (hereinafter "OWNER") from reasonable claims, level of effort consistent with current professional standards in costs, losses, and damages arising out of or relating to the the same or similar locality under similar circumstances in PROJECT,provided that any such claim,cost,loss,or damage performing the Services. The OWNER acknowledges that is attributable to bodily injury,sickness,disease,or death,or to "current professional standards" shall mean the standard for injury to or destruction of tangible property(other than the Work professional services, measured as of the time those services itself) including the loss of use resulting therefrom but only to are rendered,and not according to later standards,if such later the extent caused by any negligent act or omission of MSA or standards purport to impose a higher degree of care upon MSA. MSA's officers, directors, members, partners, agents, MSA does not make any warranty or guarantee,expressed employees, or Consultants (hereinafter "MSA"). In no event or implied, nor have any agreement or contract for services shall this indemnity agreement apply to claims between the subject to the provisions of any uniform commercial code. OWNER and MSA. This indemnity agreement applies solely to Similarly, MSA will not accept those terms and conditions claims of third parties. Furthermore, in no event shall this offered by the OWNER in its purchase order, requisition, or indemnity agreement apply to claims that MSA is responsible notice of authorization to proceed,except as set forth herein or for attorneys'fees. This agreement does not give rise to any expressly agreed to in writing. Written acknowledgement of duty on the part of MSA to defend the OWNER on any claim receipt, or the actual performance of services subsequent to arising under this agreement. receipt of such purchase order, requisition, or notice of To the fullest extent permitted by law, OWNER shall authorization to proceed is specifically deemed not to constitute indemnify and hold harmless, MSA, and MSA's officers, acceptance of any terms or conditions contrary to those set forth directors, members, partners, agents, consultants, and herein. employees (hereinafter"MSA")from reasonable claims, costs, 7. This Agreement shall commence upon execution and losses,and damages arising out of or relating to the PROJECT, shall remain in effect until terminated by either party, at such provided that any such claim,cost,loss,or damage is attributable to bodily injury, sickness, disease, or death, or to for mediation shall be filed in writing with the other party to this injury to or destruction of tangible property(other than the Work Agreement. A demand for mediation shall be made within a itself) including the loss of use resulting therefrom but only to reasonable time after the claim, dispute or other matter in the extent caused by any negligent act or omission of the question has arisen. In no event shall the demand for mediation OWNER or the OWNER's officers, directors, members, be made after the date when institution of legal or equitable partners, agents, employees, or Consultants (hereinafter proceedings based on such claim, dispute or other matter in "OWNER"). In no event shall this indemnity agreement apply to question would be barred by the applicable statute of limitations. claims between MSA and the OWNER. This indemnity Neither demand for mediation nor any term of this Dispute agreement applies solely to claims of third parties. Furthermore, Resolution clause shall prevent the filing of a legal action where in no event shall this indemnity agreement apply to claims that failing to do so may bar the action because of the applicable the OWNER is responsible for attomeys'fees. This agreement statute of limitations. If despite the good faith efforts of OWNER does not give rise to any duty on the part of the OWNER to and MSA any controversy,claim,counterclaim,dispute,or other defend MSA on any claim arising under this agreement. matter is not resolved through negotiation or mediation, To the fullest extent permitted by law, MSA's total liability OWNER and MSA agree and consent that such matter may be to OWNER and anyone claiming by,through,or under OWNER resolved through legal action in any state or federal court having for any cost, loss or damages caused in part or by the jurisdiction. negligence of MSA and in part by the negligence of OWNER or 13. This agreement shall be construed and interpreted in any other negligent entity or individual, shall not exceed the accordance with the laws of the State of Wisconsin. percentage share that MSA's negligence bears to the total 14. OWNER hereby irrevocably submits to the jurisdiction negligence of OWNER, MSA, and all other negligent entities of the state courts of the State of Wisconsin for the purpose of and individuals. any suit,action or other proceeding arising out of or based upon 12. OWNER and MSA desire to resolve any disputes or this Agreement. OWNER further consents that the venue for areas of disagreement involving the subject matter of this any legal proceedings related to this Agreement shall be, at Agreement by a mechanism that facilitates resolution of MSA's option,Sauk County,Wisconsin,or any county in which disputes by negotiation rather than by litigation. OWNER and MSA has an office. MSA also acknowledge that issues and problems may arise 15. This agreement contains the entire understanding after execution of this Agreement which were not anticipated or between the parties on the subject matter hereof and no are not resolved by specific provisions in this Agreement. representations. Inducements, promises or agreements not Accordingly, both OWNER and MSA will endeavor to settle all embodied herein (unless agreed in writing duly executed)shall controversies, claims, counterclaims, disputes, and other be of any force or effect, and this agreement supersedes any matters in accordance with the Construction Industry Mediation other prior understanding entered into between the parties on Rules of the American Arbitration Association currently in effect, the subject matter hereto. unless OWNER and MSA mutually agree otherwise. Demand