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HomeMy WebLinkAbout10.F.1. Authorization to Enter into Service Agreement with Shakopee Chamber of CommercepotA SHAKOPEE Consent Business 10. F. 1. TO: Economic Development Authority FROM: Samantha DiMaggio, Economic Development Coordinator DATE: 04/15/2014 SUBJECT: Authorization to Enter into a Service Agreement with the Shakopee Area Chamber of Commerce for the Mainstreet Program Background In late 2013, meetings were held with the businesses located along the 101 Corridor and in the Downtown Business District. The purpose of the meetings was to find a way to focus attention upon, and provide for revitalization efforts of this portion of Shakopee. One of the options discussed to assist was to create a joint application between the City of Shakopee and the Shakopee Area Chamber of Commerce to participate in the Preservation Alliance of Minnesota's Mainstreet Minnesota Program. There was widespread support for participating in this program. As a result, the City Council and EDA agreed to place $25,000 in the 2014 City budget for this membership. That amount would be the City's share of hiring a full time staff person to operate the Shakopee Mainstreet Program. The person hired to be the Mainstreet Coordinator would be an employee of the Shakopee Chamber. The program would be governed by a nine - person committee; membership is proposed to include one member of the City Council/EDA. A copy of the agreement is attached. Action Sought If the Council concurs, it should, by motion, authorize the appropriate officials to enter into a service contract with the Shakopee Area Chamber of Commerce, for the Mainstreet Program. Attachments: Contract Certificate of Insurance R�V 15 � 0 Service Contract This Contract ( "Contract "), made this 16th day of April, 2014 by and between the Shakopee Economic Development Authority (EDA), the City of Shakopee ( "City "), and the Shakopee Area Chamber of Commerce, a nonprofit corporation organized under the laws of the State of Minnesota ( "Chamber "). WHEREAS, the CITY requires certain professional services to complete specific economic development initiatives in the CITY's County Road 101 Development Corridor (the "Project "); and WHEREAS, the CHAMBER agrees to furnish the various professional services required by the CITY. NOW, THEREFORE, in" consideration of the mutual covenants and promises contained herein, the parties agree as follows: SECTION I — CHAMBER SERVICES AND RESPONSIBILITIES A. Scope of Services. CHAMBER agrees to perform various Project services as detailed in Exhibit 1, Scope of Services, attached hereto and incorporated herein by reference. The CHAMBER agrees to hire a staff employee to oversee and administer the PROJECT, and that the City will have input on the hiring of said employee. 2. The CHAMBER shall maintain, at its expense, statutory worker's compensation coverage for any employee so employed. 3. The CHAMBER agrees to maintain, at its expense, general liability insurance coverage insuring CHAMBER against claims for bodily injury, death or property damage arising out of its general business activities (including automobile use). The CITY shall be an additional named insured on the Consultant's CGL insurance policy. The liability insurance policy shall provide coverage for each occurrence in the minimum amount of $1,000,000.00. 4. True, accurate and current certificates of insurance, showing evidence of the required insurance coverage, are hereby provided to the CITY and are attached hereto as Exhibit 2. 5. The CHAMBER will establish and manage a Main Street Shakopee Program for the benefit of Shakopee no later than April 16th, 2014. The Chamber will hire a full time Main Street Program Coordinator whose activities will be overseen by the Shakopee Chamber President. SECTION II — THE CITY'S RESPONSIBILITIES A. The CITY shall promptly compensate the CHAMBER for services rendered to CITY as part of the Project in an annual payment of $25,000 on April 29, 2014. B. The CITY will assist the City of Shakopee and CHAMBER in the application to secure the MN Main Street Designation. C. The CITY understands that the CHAMBER will seek an extension of this Contract for 2015 and 2016 at the same or higher amount of financial support as stated above, subject to CITY COUNCIL and EDA approval. The CITY understands that without its approval of the program, the program will cease to operate. D. A request for annual extensions of this Contract shall be made to CITY by June 15th of each year to be reviewed for consideration in the CITY's annual budgets. Requests should be directed to the City Administrator, City Hall, 129 Holmes Street, Shakopee, Minnesota, 55379. SECTION III — TERMS AND CONDITIONS A. Term. This Contract shall commence April 16, 2014 and be in effect until December 31, 2014. B. Default. Failure to perform any of the provisions of this Contract or administer the services detailed in Exhibit 1, attached hereto, in such a manner so as to endanger the performance of the Contract, shall constitute a default. The CITY may, upon written notice, immediately cancel this Contract or exercise any other rights or remedies available to the CITY under this Contract or law. C. Liability. The CITY shall have neither duty nor obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this Contract, and it shall incur no liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the CITY shall be the duties and obligations specifically set forth in this Contract. D. Indemnification. CHAMBER shall indemnify, hold harmless and defend the CITY from and against any and all losses, claims, liabilities, and reasonable expenses, including the reasonable fees of its counsel„ which it may suffer or incur in connection with the performance of any duties and obligations under this Contract, except for those losses, claims, liabilities and expenses resulting solely and directly from the CITY'S own gross negligence, willful misconduct, or unlawful act or omission. All indemnification obligations shall survive termination, expiration or cancellation of this Contract. CITY shall indemnify, hold harmless and defend the CHAMBER from and against any and all losses, claims, liabilities, and reasonable expenses, including the reasonable fees of its counsel, which it may suffer or incur in connection with the 3 performance of any duties and obligations under this Contract, except for those losses, claims, liabilities and expenses resulting solely and directly from the CHAMBER'S own gross negligence, willful misconduct, or unlawful act or omission. All indemnification obligations shall survive termination, expiration or cancellation of this Contract. E. Contingencies. This Contract is expressly contingent upon the CITY approving a budget allocating the funds specified herein for the purpose stated herein. In the event, for any reason, funds are not included in the approved CITY budget and available for expenditure for this Contract, then this Contract shall be null and void without any obligation by the CITY or CHAMBER. Termination — either party may terminate this agreement upon providing 90 days' written notice to the other party. Due to the fixed costs of starting and managing this program, regardless of the timing of termination by either party, any payments made to the CHAMBER by the CITY will not be refunded. F. Voluntary and Knowing Action. The PARTIES, by executing this Contract, state that they have carefully read this Contract and understand fully the contents thereof; that in executing this Contract they voluntarily accept all terms described in this Contract without duress, coercion, undue influence, or otherwise, and that they intend to be legally bound thereby. G. Authorized Signatories. The PARTIES each represent and warrant to the other that (1) the persons signing this Contract are authorized signatories for the entities represented, and (2) no further approvals, actions or ratifications are needed for the full enforceability of this Contract against it; each party indemnifies and holds the other harmless against any breach of the foregoing representation and warranty. H. Notices. The PARTIES' representatives for notification for all purposes are: THE CITY: City Administrator 129 Holmes Street South Shakopee, MN 55379 (952) 233 -9311 admin @shakopeemn.gov CHAMBER: President 1801 E. County Road 101 Shakopee, MN 55379 952 - 445 -1660 president @shakopee.org 4 Any notice provided for or permitted under this Contract, unless otherwise provided herein, will be treated as having been received (a) when delivered personally, (b) when sent by confirmed facsimile or (c) three (3) days following when sent by certified mail, to the party to be notified, at the address set forth below, or at such other place of which the other party has been notified in accordance with the provisions of this paragraph. Such notice will be treated as having been received upon actual receipt if actual receipt occurs earlier than as provided in clauses (a) through (c) hereof. I. Independent Contractor Status. CHAMBER at all times and for all purposes hereunder, shall be an independent contractor and is not an employee of the Shakopee EDA or CITY for any purpose. The CITY acknowledges that no withholding or deduction for State or Federal income taxes, FICA, FUTA, or otherwise, will be made from the payments due CHAMBER, and that it is CHAMBER's sole obligation to comply with the applicable provisions of all Federal and State tax laws. CHAMBER shall at all times be free to exercise initiative, judgment and discretion as to how to best perform or provide services identified herein. CHAMBER is responsible for hiring sufficient workers to perform the services /duties required by this Contract, withholding their taxes and paying all other employment tax obligations on their behalf. J. Subcontracting. CHAMBER shall not enter into any subcontract for performance of any services contemplated under this Contract without the prior written approval of the CITY. CHAMBER shall be responsible for the performance of all subcontractors and /or sub - consultants. K. Assignment. This Contract may not be assigned by either Party without the written consent of the other Party. L. Modifications /Amendment. Any alterations, variations, modifications, amendments or waivers of the provisions of this Contract shall only be valid when they have been reduced to writing, and signed by authorized representative of the CITY and CHAMBER. M. Records — Availability and Retention. Pursuant to Minn. Stat. § 16C.05, subd. 5, CHAMBER agrees that the CITY, the State Auditor, or any of their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of CHAMBER and involve transactions relating to this Contract. CHAMBER agrees to maintain these records for a period of six years from the date of termination of this Contract. N. Force Majeure. The PARTIES shall each be excused from performance under this Contract while and to the extent that either of them are unable to perform, for any cause beyond its reasonable control. Such causes shall include, but not be restricted 5 to fire, storm, flood, earthquake, explosion, war, total or partial failure of transportation or delivery facilities, raw materials or supplies, interruption of utilities or power, and any act of government or military authority. In the event either party is rendered unable wholly or in part by force majeure to carry out its obligations under this Contract then the party affected by force majeure shall give written notice with explanation to the other party immediately. O. Compliance with Laws. CHAMBER shall abide by all Federal, State and local laws, statutes, ordinances, rules and regulations now in effect or hereinafter adopted pertaining to this Contract or to the facilities, programs and staff for which CHAMBER is responsible. P. Covenant against Contingent Fee. CHAMBER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CHAMBER to solicit or secure this Contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from award or making of this Contract. Q. Covenant against Vendor Interest. CHAMBER warrants that it is not employed by any vendor of equipment or service provider that could result in a commission, percentage, brokerage, or contingent fee as a result of CHAMBER association with the CITY. R. Non - Discrimination. The provisions of any applicable law or ordinance relating to civil rights and discrimination shall be considered part of this Contract as if fully set forth herein. S. Interest by CITY or City EDA Officials. No elected official, officer, or employee of the CITY EDA or CITY shall during his or her tenure or employment and for one year thereafter, have any interest, direct or indirect, in this Contract or the proceeds thereof. T. Governing Law. This Contract shall be deemed to have been made and accepted in Shakopee County, Minnesota, and the laws of the State of Minnesota shall govern any interpretations or constructions of the Contract without regard to its choice of law or conflict of laws principles. U. No Partnership, Joint Venture, or Fiduciary Relationship. Nothing contained in this Contract shall be interpreted as creating a partnership, joint venture, or relationship of principal and agent between the EDA, CITY and CHAMBER. V. Data Practices. The PARTIES acknowledge that this Contract is subject to the requirements of Minnesota's Government Data Practices Act, Minnesota Statutes, Section 13.01 et seq. D W. No Waiver. Any Party's failure in any one or more instances to insist upon strict performance of any of the terms and conditions of this Contract or to exercise any right herein conferred shall not be construed as a waiver or relinquishment of that right or of that Party's right to assert or rely upon the terms and conditions of this Contract. Any express waiver of a term of this Contract shall not be binding and effective unless made in writing and properly executed by the waiving Party. X. Severability. The invalidity or unenforceability of any provision of this Contract shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be deemed severed from this Contract to the extent of its invalidity or unenforceability, and this Contract shall be construed and enforced as if the Contract did not contain that particular provision to the extent of its invalidity or unenforceability. Y. Entire Contract. These terms and conditions constitute the entire Contract between the PARTIES regarding the subject matter hereof. All discussions and negotiations are deemed merged in this Contract. Z. Headings and Captions. Headings and captions contained in this Contract are for convenience only and are not intended to alter any of the provisions of this Contract and shall not be used for the interpretation of the validity of the Contract or any provision hereof. AA. Survivability. All covenants, indemnities, guarantees, releases, representations and warranties by any Party or PARTIES, and any undischarged obligations of the CITY and CHAMBER arising prior to the expiration of this Contract (whether by completion or earlier termination), shall survive such expiration. Remainder of page intentionally left blank. rA SECTION VII — SIGNATURES IN WITNESS WHEREOF, the PARTIES have hereunto executed this document the day and year first above written. Shakopee Area Chamber of Commerce as provider of Services: By: Date: (Signature) Title: Print Name: By: Date: (Signature) Title: Print Name: City of Shakopee By: Date: Brad Tabke, Mayor By: Date: Mark McNeill, City Administrator /EDA Executive Director By: Date: Matt Lehman, EDA President 0 EXHIBIT 1 SCOPE OF SERVICES Subject to the terms of this Contract, CHAMBER shall perform the following services as its contractual obligation to the CITY: CHAMBER will, in cooperation with City of Shakopee staff, complete the application to secure the MN Main Street Designation. 2. CHAMBER will establish a nine (9)- member Steering Committee as well as additional sub - committees as recommended by the Main Street 4 -point approach. The nine (9) - member advisory Steering Committee will include two members from the City; the Economic Development Coordinator, and one City Council member. 3. CHAMBER will organizationally house and manage the Shakopee Main Street program. It will manage all personnel and financial activity of the program. 4. CHAMBER will publish an Annual Report in January of each year that will be distributed to the Shakopee Area Chamber of Commerce Board of Directors, the City of Shakopee, and the Main Street Steering Committee and to the Friends of Mainstreet donors.. 5. Main Street Shakopee's annual program budget and scope of work will be submitted by the Main Street Program Coordinator and Chamber President to the Chamber Board of Directors in accordance with all Chamber policies and procedures that govern the entire Chamber organization. A copy of the annual program budget and scope of work will be submitted to the CITY of Shakopee for their review. EXHIBIT 2 CERTIFICATES OF REQUIRED INSURANCE COVERAGES [Certificates of Insurance attached hereto] w ACC " CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 4/10/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Winona Agency, Inc 174 Center Street P. 0. BOX 919 Winona IAN 55987 -0919 CONTACT Hartford Service Ctr NAME: PHONE 866- 467 -8730 FAX o: E -MAIL A DDRE S S: INSURERS AFFORDING COVERAGE NAIC # INSURER A.Hartf ord Insurance 34690 INSURED Shakopee Area Chamber of Commerce 1801 East County Road 101 Shakopee MN 55379 INSURER B: 1/1/2014 INSURER C : EACH OCCURRENCE INSURER D: DAMAGE T RENTED PREMISES Ea occurrence INSURER E: MED EXP (Any one person) INSURER F : PERSONAL & ADV INJURY COVERAGES CFRTIFICATF Nl1MRFR-14 -15 GL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MOLICY EFF FOLIC EXP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F_x1 OCCUR X L�-- G Engelhart , PWCA /TARt I '� 41SBAPV5722 1/1/2014 1/1/2015 EACH OCCURRENCE $ 1,000,000 DAMAGE T RENTED PREMISES Ea occurrence 1,000,000 $ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO LOC PRODUCTS - COMP /OPAGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS NON OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB EXCESS LIAB CLAIMS -MADE EACH OCCURRENCE $ HOCCUR AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? F—] (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA WC STATU- OTH- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Certificate holder is listed as Additional Insured with respect to General Liability. roDTirir•ATO unr ncD (ANCPI I ATInKi ACORD 25 (2010/05) ©1988 -2010 ACORD CORPORATION. All rights reservea. INS025 (9mnoal M Tha AC()Rr) name and Innn ara ranictararl m2rlrc of ARr1RIl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Shakopee 129 South Holmes Street AUTHORIZED REPRESENTATIVE Shakopee, MN 55379 L�-- G Engelhart , PWCA /TARt I '� ACORD 25 (2010/05) ©1988 -2010 ACORD CORPORATION. All rights reservea. INS025 (9mnoal M Tha AC()Rr) name and Innn ara ranictararl m2rlrc of ARr1RIl