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HomeMy WebLinkAboutItem 06.h Date: Item No. Professional Services Agreement with Conflict Resolution Center Proposed Action Staff recommends adoption of the following motion: Move to approve a professional services agreement with the Conflict Resolution Center. Overview At the July 27, 2020 work session, the city council discussed establishing a working group to develop the framework for a community conversation on race. Mayor Anderson and Councilmember Lee shared that they had met with Janet Collins from the Conflict Resolution Center to help facilitate these discussions. The attached agreement is for facilitation services related to the workgroup that will be formed. Further conversation facilitation services will be addressed with an amendment to this contact, as needed. Supporting Information • Professional Services Agreement Financial Impact: $ 200/hr Budgeted: Y☐ N☒ Source: Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: A Sense of Community and Belonging Report Completed by: Justin Miller, City Administrator August 17, 2020 211107v1 1 PROFESSIONAL SERVICES AGREEMENT AGREEMENT made this _______ day of ___________________, 2020, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation ("City") and CONFLICT RESOLUTION CENTER, a Minnesota non-profit corporation ("Consultant"). IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Consultant to facilitate the City in conducting community conversations on race. The Consultant will assist a City appointed working group to develop a plan (“Work Plan”) for community conversations, which Work Plan will be approved by the City Council (“Phase I”) and will facilitate community discussions consistent with the Work Plan within the time periods identified in the Work Plan (“Phase II”). Phase II services and compensation will be determined upon mutual agreement at a later date. 2. COMPENSATION. Consultant shall be paid for services as follows: Phase I: $200/hour Fees for services are inclusive of reimbursables, expenses, taxes and other charges. Consultant shall be paid upon full completion of the work required herein. The City will normally pay an invoice within 35 days of receipt. 3. CHANGE ORDERS. All change orders, regardless of amount, must be approved in advance and in writing by the City. No payment will be due or made for work done in advance of such approval. 4. DOCUMENTS. All reports, plans, models, software, diagrams, analyses, and information generated in connection with performance of this Agreement shall be the property of the City. The City may use the information for its purposes. The City shall be the copyright owner. The vesting of the City’s ownership of the copyright in materials created by the Consultant shall be contingent upon the City’s fulfillment of its payment obligations hereunder. The Consultant shall be allowed to use a description of the services provided hereunder, including the name of the City, and photographs or renderings of any projects which develop from the planning or other services provided by the Consultant, in the normal course of its marketing activities. 5. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to the provisions of services to be provided. 6. STANDARD OF CARE. Consultant shall exercise the same degrees of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by 211107v1 2 a professional consultant under similar circumstances. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of Consultant’s services. 7. INDEMNIFICATION. Consultant shall indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all claims, demands, actions, causes of action, including costs and attorney's fees, arising out of or by reason of the execution or performance of the work or services provided for herein and further agrees to defend at its sole cost and expense any action or proceeding commenced for the purpose of asserting any claim of whatsoever character arising hereunder. 8. INSURANCE. Consultant shall secure and maintain such insurance as will protect Consultant from claims under the Worker's Compensation Acts, automobile liability, and from claims for bodily injury, death, or property damage which may arise from the performance of services under this Agreement. Such insurance shall be written for amounts not less than: Commercial General Liability $1,000,000 each occurrence/aggregate Automobile Liability $1,000,000 combined single limit Excess/Umbrella Liability $1,000,000 each occurrence/aggregate* The required minimum of umbrella coverage shall be $2,000,000, or the policy limits, whichever is greater. The City shall be named as an additional insured on the general liability and umbrella policies on a primary and noncontributory basis. The Consultant shall secure and maintain a professional liability insurance policy. Said policy shall insure payment of damages for legal liability arising out of the performance of professional services for the City, in the insured's capacity as Consultant, if such legal liability is caused by a negligent act, error or omission of the insured or any person or organization for which the insured is legally liable. The policy shall provide minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Three Million Dollars ($3,000,000) aggregate with a deductible maximum of One Hundred Thousand Dollars ($100,000.00). Before commencing work, the Consultant shall provide the City a certificate of insurance evidencing the required insurance coverage in a form acceptable to City. 9. INDEPENDENT CONTRACTOR. The City hereby retains Consultant as an independent contractor upon the terms and conditions set forth in this Agreement. Consultant is not an employee of the City and is free to contract with other entities as provided herein. Consultant shall be responsible for selecting the means and methods of performing the work. Consultant shall furnish any and all supplies, equipment, and incidentals necessary for Consultant's performance under this Agreement. City and Consultant agree that Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's agents or employees are in any manner agents or employees of the City. Consultant shall be exclusively responsible under this Agreement for Consultant's own FICA payments, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be paid by law or regulation. 211107v1 3 10. SUBCONTRACTORS. With the exception of the individuals identified in the Proposal, Consultant shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. Consultant shall comply with Minnesota Statutes §471.425. Consultant must pay subcontractors for all undisputed services provided by subcontractors within ten (10) days of Consultant’s receipt of payment from City. Consultant must pay interest of one and five-tenths (1.5%) percent per month or any part of a month to subcontractors on any undisputed amount not paid on time to subcontractors. The minimum monthly interest penalty payment for an unpaid balance of One Hundred Dollars ($100.00) or more is Ten Dollars ($10.00). 11. ASSIGNMENT. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 12. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 13. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 14. CONTROLLING LAW/VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. In the event of litigation, the exclusive venue shall be in the District Court of the State of Minnesota for Dakota County. 15. COPYRIGHT. Consultant shall defend actions or claims charging infringement of any copyright or patent by reason of the use or adoption of any designs, drawings or specifications supplied by it, and it shall hold harmless the City from loss or damage resulting there from. 16. PATENTED DEVICES, MATERIALS AND PROCESES. If the contract requires, or Consultant desires, the use of any design, devise, material or process covered by letters, patent or copyright, trademark or trade name, Consultant shall provide for such use by suitable legal agreement with the patentee or owner and a copy of said agreement shall be filed with the City. If no such agreement is made or filed as noted, Consultant shall indemnify and hold harmless the City from any and all claims for infringement by reason of the use of any such patented designed, device, material or process, or any trademark or trade name or copyright in connection with the services agreed to be performed under the contract, and shall indemnify and defend the City for any costs, liability, expenses and attorney's fees that result from any such infringement. 17. RECORDS. Consultant shall maintain complete and accurate records of time and expense involved in the performance of services. 211107v1 4 18. AUDIT DISCLOSURE AND DATA PRACTICES. Any reports, information, data, etc. given to, or prepared or assembled by the Consultant under this Agreement which the City requests to be kept confidential, shall not be made available to any individual or organization without the City’s prior written approval. The books, records, documents and accounting procedures and practices of the Consultant or other parties relevant to this Agreement are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd. 7, which is created, collected, received, stored, used, maintained, or disseminated by Consultant in performing any of the functions of the City during performance of this Agreement is subject to the requirements of the Data Practice Act and Consultant shall comply with those requirements as if it were a government entity. All subcontracts entered into by Consultant in relation to this Agreement shall contain similar Data Practices Act compliance language. 19. NON-DISCRIMINATION. The Consultant agrees during the life of this Agreement not to discriminate against any employee, application for employment, or other individual because of race, color, sex, age, creed, national origin, sexual preference, or any other basis prohibited by federal, state, or local law. The Consultant will include a similar provision in all subcontracts entered into for performance of this Agreement. 20. TERMINATION OF THE AGREEMENT. The City may terminate this Agreement or any part thereof at any time, upon written notice to Consultant, effective upon delivery including delivery by facsimile or email. In such event, Consultant will be entitled to compensation for work performed up to the date of termination based upon a pro rata basis. Dated: __________________, 2020. CITY OF LAKEVILLE BY: _______________________________________ Douglas P. Anderson, Mayor AND Charlene Friedges, City Clerk Dated: Aug. 12, 2020. CONFLICT RESOLUTION CENTER BY: 211107v1 5 Print Name:_Janet Collins Its:___Co-Executive Director