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HomeMy WebLinkAbout7. Economic Development Consulting Services #7 CITY OF SHAKOPEE Memorandum TO: EDA FROM: Mark McNeill, Executive Director SUBJECT: Economic Development Consulting Services DATE: February 22,2005 INTRODUCTION: The EDA is asked to enter into an agreement with Utility Management Services of Belle Plaine, ,Minnesota, for interim consulting economic development assistance. BACKGROUND: Paul Snook left his position as ED Coordinator with the City on December 3,2004, since then, I have been filling in doing economic development work on a very limited basis. During that time, we have met with a couple of economic development prospects who have contacted the City, but I feel that the City would be well served by having an ED professional assist until such time as a permanent staff member can be found for these duties. The EDA should be aware that finalists are being selected for interviews for the Assistant to the City Administrator position (which will devote halftime to economic development activities). I anticipate that that position will be filled in approximately four to six weeks. In the meantime, I have been in contract with Jeff Jansen for consulting economic development work. Mr. Jansen was a member of the Shakopee EDAC for several years, and served for several of those years as Chair. However, in July, he move to Belle Plaine, and therefore had to resign his volunteer position with the City. His company, Utility Management Services, has an emphasis in electric utility consulting services, but it also does general economic development assistance. PROPOSAL: Mr. Jansen has proposed to serve as an economic development consultant for the City, for a period of 120 days, from February 1 st - May 31 st. He has offered two options: 1. Straight hourly compensation at $90.00 per hour. 2. The City would guarantee a minimum of 10 hours per month, which would be billed at $75.00 per hour. The EDAC has not met as a group since prior to Mr. Snook's departure in December. Mr. Jansen has indicated ideas which would provide a more active economic development program during the interim. However, unless the City Council sees that need for a more aggressive stance, my recommendation would be to go with the straight hourly rate. BUDGET IMPACT: Note that this could expire May 31 S\ which should give the new permanent employee a few weeks of "transition" with Mr. Jansen. As discussed earlier with the EDAC, the fact the $44,000 has been freed up by not filling the ED Coordinator with a full time position, would allow funding for consultants such as Utility Management Services, should there be a need. Therefore, the EDA could choose to extend the May 31 st expiration date at a future time. RECOMMENDATION: I recommend that the City enter into an agreement with Utility Management Services for consulting economic development services, at a straight $90.00 per hour reimbursement rate. The EDA should note that Mr. Jansen has consulted during a few hours in February. If the EDA chooses not to enter into this agreement, Mr. Jansen would be paid on a billed $90.00 per hour compensation for time expended thus far. ACTION REQUIRED: If the EDA concurs, it should, by motion, direct the appropriate officials to enter into a Management Services Master Agreement, with Utility Management Services. ~~~ Mark McNeill EDA Executive Director MM:th 2005 Fixed Hourlv Rate Management Services Master Agreement THIS AGREEMENT made as of February _, 2005 between Utility Management Services, UMS LLC ("the Manager") and the City of Shakopee, MN ("Principal'? with their office located at 129 South Holmes Street, Shakopee MN 55379. IN CONSIDERATION OF the mutual covenants, terms and conditions herein contained, and for other goods and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Manager and Principal agree as follows: 1) Services. Manager shall provide the services and fees described and defined in the attached Exhibit-A and made part of this agreement. 2) Compensation. Principal shall pay to the Manager the amount(s) described in Exhibit-A for the management services provided under this Agreement. Principal shall reimburse the Manager for any additional reimbursable Out-of-Pocket expenses incurred in performance of this Agreement. The Manager shall submit monthly invoices to Principal for compensation and related expenses. Principal shall pay said invoices within twenty (20) days after receipt. 3) Term. This Agreement shall COl11mence on , 2005 and shall remain in effect until , 2005, provided unless the parties agree, in writing, to extend the term and/or increase the number of weekly work days per year. Notwithstanding the foregoing, this Agreement may be terminated at the option of either party, upon 30-days written notice. Upon termination of this Agreement, Manager shall deliver within 60 days to Principal all written or descriptive matter developed and/or maintained by Manager in furtherance of this Agreement, including drawings, files, lists, plans, blueprints, papers, documents, tapes or any other such media, except that the Manager may retain one copy of each returned item for his business records. 4) Confidential Information. a) For the purposes of this Agreement, the term "Confidential Information" means all information disclosed to or acquired by Manager, its employees or agents, in connection with and during the term of this Agreement including: 1. All information designated by Principal as confidential; Confidential Information shall not include information public or private which was known to Manager, its employees or agents, prior to the date hereof, or which was publicly disclosed by other than a breach of this Agreement. 1 2005 b) The Manager acknowledges that pursuant to the performance of his obligations under this Agreement, he may acquire Confidential Information during the term of this Agreement. Except as authorized in writing by Principal, the Manager covenants and agrees not to disclose any Confidential Information, by publication or otherwise, except for the purposes of canying out this Agreement, and then only to persons who agree in writing to be bound by and comply with the provisions of this paragraph. 5) Rights in Data. All information submitted to Principal under this Agreement shall belong to Principal except confidential information provided by third party(s) under a separate confidentiality agreement. 6) Manager Owned Equipment Furnished. a) Electronic Equipment: The Manager will furnish his own electronic equipment (including laptop, PDA and electronic recorder) to perform and execute his duties under this Agreement. Principal may agree to allow and pay for the installation (networking) of the Managers' own equipment. Software that is loaded on the managers' electronic equipment will also remain as the property of the manager. The manager will have the responsibility of maintaining his electronic equipment and software. Principal will have the responsibility to furnish all other hardware, software and office furniture and office space to afford the manager the ability to perform and provide his services under this agreement. b) Vehicle: The manager will provide his own motor vehicle for travel to and from the city for daily business travel from his home. Any travel required for the performance of the managers' services will be paid by Principal as reimbursable out-of-pocket expenses and invoiced by the manager on a regular monthly basis. The state approved mileage rate at the time of the occurrence will be used for calculating the invoice expense. Presently the rate is .405 cents per mile. 7) Trade Marks and Trade Names. Notwithstanding any other provision of this Agreement, Manager shall have no right to use the Trade Marks or Trade Names of the Principal or to refer to this Agreement directly or indirectly, in connection with any product, service, promotion or publication without the prior written approval of Principal. 8) Notices. All notices, requests, demands or other communications required by this Agreement or desired to be given or made by either of the parties to the other hereto shall be given or made by l11ailing the same in a sealed envelope, postage prepaid, registered mail, return receipt requested, and addressed to the parties at their respective addresses set forth above or to such other address as may, from time to time, be designated by notice given in the manner provided in this paragraph. Any 2 ("..... 2005 ?../ notice or communication mailed as aforesaid shall be deemed to have been given and received on the third business day next following the date of its. mailing. 9) Manager's Agreement with its Employees. The Manager will have an appropriate agreement with each of its employees or others whose services it may require, such Agreement shall be sufficient to enable it to comply with all the terms of this Agreement. 1 0) Insurance. The Manager shall maintain, throughout the performance of its obligations under this Agreement, general liability insurance providing coverage against liability for bodily injury, death and property damage, which may arise out of or based upon any act or omission of the Manager under this Agreement. 11) Compliance with Laws. Principal and the Manager agree to comply with all applicable laws, ordinances, regulations and codes in the performance of obligations under this Agreement. Each party further agrees to hold harmless and indemnify the other party against loss or damage to include reasonable attorney's fees that may be sustained by reason of the failure of Principal or Manager or their employees, agents or subcontractors to comply with such laws, ordinances, regulations and codes. 12) Entire Agreement. This Agreement sets forth the entire Agreement between the parties hereto in connection with the subject matter hereof. No alteration, amendment or qualification of this Agreement shall be valid unless. it is in writing and is executed by both of the parties hereto. 13) Severability. If any paragraph of this Agreement or any portion thereof is determined to be unenforceable or invalid by the decision of any court by competent jurisdiction, which determination is not appealed or appealable for any reason whatsoever, such unenforceability or invalidity shall not invalidate the whole Agreement, but the Agreement shall be construed as if it did not contain the particular provision held to be invalid and the rights and obligations of the parties shall be construed and enforced accordingly. 14) Further Assurances. The parties hereto covenant and agree that each shall and will, upon reasonable request of the other, make, do, execute or cause to be made, done or executed, all such further and other lawful acts, deeds, things, devices and assurances whatsoever for the better or more perfect and absolute performance of the terms and conditions of this Agreement. 15) Successors and Assigns. Neither party shall assign this Agreement or any interest herein or subcontract the performance of any Services without the prior written consent of the other party. 16) Governing Law. This Agreement shall be governed by and construed in accordance with the laws, ordinances and regulations of the State of Minnesota and the United States of America. 3 2005 17) Relationship. The Manager shall perform services as an independent contractor. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or employer and employee between the parties hereto or provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. Manager agrees that it will not hold itself out as an affiliate, partner, joint venturer, co-principal or co-employer with Principal, and that Manager will not knowingly permit any of its employees, agents or representatives to hold themselves out as, or claim to be, officers or employees of Principal. 18) Headings. The division of this Agreement into paragraphs and the use of headings are for convenience of reference only and shall not modify or affect the interpretation or construction of this Agreement or any of its provisions. 19) Data Privacy The City and the Manager acknowledge that this Agreement is governed by Section 13.05, Subdivision 11 of the Minnesota Government Data Practices Act (Minn. Stat. S 13.01 et. seq.) ("Act"). All of the data created, collected, received, stored, used, maintained, or disseminated by the Manager in performing its Services are subject to the requirements of the Act and the Manager must comply with those requirements as if it were a governmental entity. In the course of performance of this Agreement, the Manager may have access to confidential and proprietary information of City. The Manager agrees to use any proprietary or confidential information only for the purposes of this Agreement and not to otherwise use, copy, disclose or disseminate the confidential or proprietary information to any outside source. Notwithstanding, the Manager may disclose part or all of City's confidential or private data as required by law, rule, regulation, court order, or when any or all of it becomes public information in the future by some other means. The Manager must immediately notify the City in writing if the Manager receives a request for data that the Manager has created, collected, received, stored, used or maintained pursuant. to this Agreement. The Manager does not, however, have an obligation to provide the public with access to public data if the data is available from the City. Any or all data created, collected, received, stored, used, or maintained by the Manager in performing functions not relating to this Agreement shall remain the property and under the business control of the Manager. The City agrees that it has no right or ownership to such data, information or materials. 20) Non-Discrimination The Manager agrees: (1) That, in the hiring of common or skilled labor for the performance of any work under this Agreement, no contractor, material supplier, or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; 4 2005 (2) That no contractor, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this Section, or on being hired, prevent, or conspire to prevent, the person or persons from the performance of work under any contract on account of race, creed, or color; (3) That this Agreement may be canceled or terminated by the Principal and all money due, or to become due under this Agreement, may be forfeited for a second or any subsequent violation of the terms or conditions of this Section. " IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written. PRINCIPAL SIGNATURE Mayor - City of Shakopee Witness to signature Date City Administrator - City of Shakopee Witness to signature Date City Clerk - City of Shakopee Witness to signature Date MaHin!! Address of Principal Mark McNeill City of Administrator of the City of Shakopee 129 South Holmes St. City of Shako pee, MN 55379 MANAGER SIGNATURE VMS LLC, President Witness to VMS LLC, President Date MaHin!! Address of Mana!!er Jeffrey Jansen, President Utilities Management Services, LLC 841 Daniel Dr. Belle Plaine, MN 56011 5 2005 EXHIBIT - A Services Provided by UMS LLC: Public and Business Administration Services The manager, hired as an independent contracted consultant, will provide Economic Development Management Services to the City of Shakopee, MN. . Provide leadership and over-site servIces for the city economIC development activities for both commercial and industrial. . Work closely with City government, management and staff along with existing City consultants to help facilitate economic development activities. 0 City Mayor and Council 0 City EDA and EDAC 0 City Administrator 0 City Planning, Public Works, AccountingDepts. 0 City Engineering Firm(s) 0 City Attorney(s) 0 City Financial Consultant(s) Proposed Management Fees Straight hourly rate of $90.00 per hour while working on assigned Economic Development work for the City of Shakopee, MN Agreed Upon Additional Reimbursable Out-of-Pocket Expenses The following are agreed upon Reimbursable Out-of-Pocket Expenses that will be invoiced over and above the normal hourly rate. . Mileage at .405 per mile from and to VMS LLC home office . Meeting & Conference expenses such as: . Registration & attendances fees, motel, meals and travel expenses 6