04-22-2026 Council Packet - Laserfiche WebLink

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PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (this “Agreement”) is made this 22nd day of April, 2026 by and between the City of Little Canada a Minnesota municipal corporation located at 515 Little Canada Road E. (the “City”), and MGT Impact Solutions, LLC (MGT), a business organized under the laws of the State of Florida and located at 4320 W Kennedy Blvd, Tampa, FL 33609 (the “Contractor”). I. SERVICES TO BE PROVIDED. The Contractor will perform for the City the services as specified in its proposal, which is incorporated into this Agreement as Exhibit A (the “Proposal”). All professional services provided by the Contractor under this Agreement shall be provided in a manner consistent with the level of care and skill ordinarily exercised by reputable professional consultants currently providing similar services in the locality. II. COST OF SERVICES. For the tasks outlined in the Proposal, the City shall pay the Contractor a fee in the amounts and terms set forth in the Proposal (the “Professional Fee”). The Professional Fee includes all professional services and all expenses related to the Proposal. The City shall not be responsible for payment for any additional work performed by the Contractor that is not expressly listed on the Proposal or otherwise pre-approved by the City in writing. The Contractor shall submit itemized invoices for the services it provides to the City on a milestone basis per the Payment Schedule section of the Proposal. The itemized invoices shall clearly identify all work completed. Invoices submitted will be processed and paid in accordance with Minn. Stat. §471.425. III. PROGRESS REPORTING. The Contractor shall update the City at appropriate intervals such that the City can monitor the progress and quality of the Contractor’s work and determine, in general, if the work is proceeding in accordance with the Agreement. Work will be evaluated, and the City will request any corrections to be made to the Contractor in a timely manner. IV. TERM. This Agreement shall commence as of the date this Agreement is fully executed by the parties and shall continue until completion of the project. V. TERMINATION OF AGREEMENT. Notwithstanding any other provision herein to the contrary, this Agreement may be terminated as follows: (1) the parties, by mutual written agreement, may terminate this Agreement at any time; (2) the Contractor may terminate this Agreement in the event of a breach of the Agreement by the City, upon providing 30 days’ written notice to the City and if the City’s breach remains uncured; (3) the City may terminate this Agreement at any time at its option, with or without cause. In the event of termination, a report to the City of work done to date shall be made available to the City, and the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. All provisions of this Agreement allocating responsibility or liability between the City and Contractor shall survive the completion of the services hereunder and/or termination of this Agreement. VI. INDEPENDENT CONTRACTOR. All services provided pursuant to this Agreement shall be provided by the Contractor as an independent contractor and not as an employee of the City for any purpose. Any and all officers, employees, subcontractors, and agents of the Contractor, or any other person engaged by the Contractor in the performance of work or services pursuant to this Agreement, shall not be considered employees of the City. Any and all actions which arise as a