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Agreement for Professional Services Yardworx Outdoor Services LLC & HRA downtown hanging basketsAGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services (this "Agreement"), made this " day of August, 2024, by and between the Housing and Redevelopment Authority of the City of Elk River, a public body corporate and politic under the laws of Minnesota with its principal office located at 13065 Orono Parkway, Elk River, Minnesota 55330 (the "HRA") and Yardworx Outdoor Services, LLC, a Minnesota limited liability company with its principal office located at 5392 Quam Ave NE, St Michael, MN 55376 ("Contractor"). I. SERVICES TO BE PROVIDED. Contractor will provide 24 hanging flower baskets for the HRA in the locations noted on the map attached as Exhibit A for a period of May 15, 2025 — October 15, 2027 with a +/- 15 day forgiveness dependent on conditions. Contractor shall also be responsible for upkeep of the baskets as described in its proposal which is attached as Exhibit B. Collectively, the provision of the baskets and the upkeep as described in the proposal shall be referred to as the "Services". All Services provided by Contractor under this Agreement shall be provided in a manner consistent with the level of care and skill ordinarily exercised by professional contractors currently providing similar services. II. COST OF SERVICES. A. Contractor shall perform the Services outlined in this Agreement and its proposal at the rates set forth in Exhibit B with an amount not to exceed $61,217.10 for the term of this Agreement. Contractor shall invoice the HRA on a monthly basis for the Services performed by Contractor. Payment to Contractor by the HRA shall be due within 30 days of the date of the invoice. B. The HRA shall not be responsible for payment for any additional costs or work performed by Contractor that are outside the scope of this Agreement that are not expressly pre - approved by the HRA. III. HRA'S REPONSIBLITIES. The HRA will grant Contractor access to the properties in which the Services are being performed during daytime hours Sunday -Saturday (5:00 a.m. — 6:00 p.m. CST), including holidays. Contractor shall not perform work on Thursday afternoons during the Farmer's Market. IV. TERM AND TERMINATION OF AGREEMENT. The term of this Agreement shall commence on October 1, 2024. Contractor shall commence performing the Services pursuant to this Agreement on May 15, 2025. This Agreement shall terminate on October 15, 2027. This Agreement may be terminated earlier by either party by giving 30 days' written notice to the other parry. Upon termination, Contractor shall be paid by Page 31 of 46 the HRA for all Services rendered by Contractor and all other pre -approved costs incurred by Contractor as of the date of the termination for which Contractor has not yet been compensated. V. INDEPENDENT CONTRACTOR. All Services provided pursuant to this Agreement shall be provided by Contractor as an independent contractor and not as an employee of the HRA for any purpose. Any and all officers, employees, subcontractors, and agents of Contractor, or any other person engaged by Contractor in the performance of the Services pursuant to this Agreement, shall not be considered employees of the HRA. Any and all actions which arise as a consequence of any act or omission on the part of Contractor, its employees, subcontractors, or agents, or other persons engaged by Contractor in the performance of Services pursuant to this Agreement, shall not be the obligation or responsibility of the HRA. Contractor, its employees, subcontractors, or agents shall not be entitled to any of the rights, privileges, or benefits of the HRA's employees, except as otherwise stated in this Agreement. VI. INDEMNIFICATION. Contractor, and subcontractors of Contractor, shall indemnify, defend, and hold harmless the HRA and its officials, employees, contractors and agents from claims, losses, liabilities, and expenses (including reasonable attorneys' fees and expenses of litigation) caused by any negligent act or omission by Contractor, engaged by Contractor in the performance of the Services pursuant to this Agreement. Likewise, the HRA agrees that it will indemnify, defend, and hold harmless the Contractor, and its employees, subcontractors, and agents of Contractor against any and all claims, losses, liabilities, and expenses (including reasonable attorneys' fees and expenses of litigation), which the Contractor may hereafter sustain, incur, or be required to pay arising out of the actions of the HRA pursuant to this Agreement. VII. INSURANCE. Contractor agrees to maintain, at its expense, statutory workers' compensation insurance coverage. Contractor also agrees to maintain, at its expense, general liability insurance coverage insuring Contractor against claims for bodily injury, death, or property damage arising out of Contractor's general business activities (including automobile use). The liability insurance policy shall provide coverage for each occurrence in the minimum amount of $1,500,000. Upon request of the HRA, Contractor shall provide the HRA with certificates of insurance, showing evidence of the required coverage and listing the HRA as an additional insured. VIII. MISCELLANEOUS PROVISIONS. A. Entire Agreement. This Agreement shall constitute the entire agreement between the HRA and Contractor and supersedes any other written or oral agreements between the HRA and Contractor. This Agreement can only be modified in writing signed by the HRA and Contractor. If the terms in this Page 32 of 46 Agreement conflict with the terms in the Contractor's proposal, the terms in this Agreement shall govern. B. Data Practices Act Compliance. Data provided, produced, or obtained under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. Contractor will immediately report to the HRA any requests from third parties for information relating to this Agreement. Contractor agrees to promptly respond to inquiries from the HRA concerning data requests. C. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Minnesota. Any disputes, controversies, or claims arising under this Agreement shall be heard in the state or federal courts of Minnesota and the parties waive any objections to jurisdiction. D. No Assignment. This Agreement may not be assigned by either parry. E. Compliance with Laws. Contractor shall exercise due professional care to comply with applicable federal, state, and local laws, rules, ordinances, and regulations in performing the Services under this Agreement. Page 33 of 46 IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in duplicate on the respective dates indicated below. HOUSING AND REDEVELOPMENT AUTHOR Y F THE CITY OF ELK RIVER I By:l - ennis Chuba Its: hair R By: Brent O'Neil Its: Executive Director YARDWORX rOOOR SERVICES, LLC By: Its: Page 34 of 46 EXHIBIT A Map of Location of Hanging Baskets rrh��ft ow* ,�► 416SLl Page 35 of 46 EXHIBIT B Contractor's Proposal 7/15/2024 City of E& River Downtown Flower Baskets Service Name Description 300 - Seasonal Color seasonal Color Basket install (annual charge) - To achieve the look desired by the city; each basket will contain "spiller and filler' type plants in an amount proportionate to the basket. Baskets will be installed May 15th and installation Is weather dependent plus or minus 15 days. We will Include one additional planting of baskets In the annual pricing listed below. This will occur no later than Labor Day and Include fall colors to go along with the season and will maximize the basket colors with cooler weather varieties. Baskets will Include up to five varieties of plants per basket (Easy wave petunias, vinca,lantana (montevidensls), sweet potato vine, etc.). lyr. contract (billed with May Invoice) $6,000 2yr. contract (billed with May Invoice) $5,700 3yr. contract (billed with May Invoice) $5,400 Seasonal Color Upkeep We propose to provide all -Inclusive upkeep of the 24 hanging baskets located In downtown Elk River May 15th-October 15th (plus or minus 15 days) beginning May 15, 2025 and continuing until October 15, 2025 (multi year pricing subject to below If awarded). Watering will be based on weather conditions between the hours of Sam-6pm and will be done on a schedule to insure optimal plant health. Baskets will be fertilized, treated with proper pesticides and pruned/deadheaded as needed throughout the contract timeline. All equipmrent and materials are provided by the contractor. Area Immediately under baskets will be kept free from weeds for the duration of the contract. 1 yr. contract (5 monthly payments) $3,334.60 2 yr. contract (5 monthly payments) $3,167.87 3 yr. contract (5 rnonthly payments) $3,01.14 Total: One Year Contract: $22,673.00 Total: Two Year Contract: $21,539.35 per year Total: Three Year Contract: $20,405.70 per year You ("Client') are agreeing on both the scope of work and Terms and Conditions listed in this quote. Any work requested outside of the scope of work or not listed in the scope of work will require a change order signed by Yardworx Outdoor Services and Client before work performed. This quote is valid for 60 days and is based on the issued dates and market and material availability. Prices are subject to change after 60 days. Page 36 of 46 Terms and Conditions: Yardworx outdoor Services ("Yardworx") shall furnish all the materials and perform all of the work as described in this quote. Materials: Until completion ofthe project, all materials are the property ofYardworx. Any remaining rnatertals following completion of the project remain the property of Yardworx or may be left on site with Clients approval, no refunds are given for excess materials. Pricing & Changes: Costs associated with this project are provided in this quote. Change orders will be pre approved by the Client and fully explained in detail before any work is done. Additional Client Responsibilities: Client is responsible for complying with and notifying Yardworx of all covenants and/or restrictions applicable to the property along with obtaining any necessary prior approval from private entities including but not limited to: homeowner's associations, management companies, dues, etc. If any permits are required these will be obtained by Yardworx. Any costs associated with these required permits wilt be billed to the Client. Unforeseen Conditions: Delays due to inclement weather or Acts of God, shall not be a basis for termination of this Agreement or a reduction in the amount owed by the Client, Terms of Payments: Invoices will be sent net 30 days. Acceptable form of payment includes ACH, check, or credit card (subject to 3.5% processing fee). Late payments will result In Interest being charged to the account at a rate of 1.5% per month, or the maximum allowable by law, whichever is greater. Yardworx reserves the right to stop work If payments are not made according to any applicable payment schedule and will assess the client remobilization costs due to any stoppage of work. The client agrees to pay any collection costs incurred by Yardworx in pursuing any outstanding balance, Including but not limited to reasonable attorney's fees, costs and court costs. Should default occur, Yardworx has the right to withdraw from the contract at its sole discretion. Subcontractors: Client grants Yardworx the right to subcontract portions of the work according to their needs. Subcontractors will carry commercial general liability insurance and workers compensation coverage as required by state law. Site Conditions: In cases where adverse site conditions might compromise safety, quality workmanship, or efficiency, Yardworx reserves the right to delay or suspend work. Examples include Inclement weather, muddy conditions, or the presence of other contractors. Yardworx will be the sole judge as to whether adverse site conditions are present. Promotional Use: Client grants Yardworx the right to take pictures, video and make written accounts of this project for promotional and award submission purposes. Insurance: Yardworx will carry Commercial General Liability, Auto, and Workers' Compensation Insurance, as applicable for all periods when work is performed on this project. Warranties: Materials and workmanship warranties are as follows: Choice of Law and Mandatory Arbitration: This agreement will be governed by the laws of Minnesota. The parties agree to make a good faith effort to resolve any disputes which arise from this agreement through direct contact, in an informal manner, If informal methods are unsuccessful, all disputes or conflicts arising out of the present contract shall be resolved through a mediator who is agreed to by both the Client and Yardworx. Mediation is a non -binding process. If a conflict cannot be resolved through a mediator, the conflict will be settled according to the rules of arbitration. The arbitrator will be agreed to by both parties and the arbitrator's decision will be binding. Limitation of Liability: Client acknowledges and agrees that Client's and any third -patty's maximum recourse against Yardworx, and Yardworx's maximum liability, for any Claims arising out of, or any way related to Yardworx's work, and/or this agreement, shall be strictly limited to the amount Yardworx billed to Client under this Contract. Waiver of consequential damages, Client waives the right to collect any indirect or consequential damages from Yardworx. Merger: This proposal and any attachments Indicated above constitute the entire agreement between the parties, all prior negotiations and commitments being merged herein. Any person or company supplying labor or materials for this improvement to your property may file a lien against your property if that person or company Is not paid for the contributions. Under Minnesota law, you have the right to pay persons who supplied labor or materials for this Improvement directly and deduct this amount from our contract price or withhold the amounts due them from us until 120 days after completion of the Improvement unless we give you a lien waiver signed by persons who supplied any labor or material for the Improvement and who gave you timely notice. Acceptance of Proposal: Yardworx hereby agrees to furnish materials and laborfor the installation according to the price laid out In the quote. By signing this document, the Client agrees that the above and attached specifications are satisfactory. Further, Client signifies that they have the authority to order the work to be performed at the property listed and authorizes that Yardworx may begin Installation for which Client will pay the agreed upon price. Page 37 of 46