VI.2. Independent Contractor Agreement – Neighborhood Development Center; Elverum (CR2015-074)�
June � 0, 2015
Council Report 2015-074
INDEPENDENT GONTRACTOR AGREENlENT – NEIGHBORHOOD DEVELiDPMENT CEN7ER
Proposed Action
Staff recommends adoption of the following motion: Move t� a rove the Inde endent Contractor
Aqreement betwe�n the Citv_of Hopkins and the Neiqhborhaod Development Center (NDC}.
With this motion the Agr�ement will be executed and fhe program will begin to be implemented.
O�errriew
The Neighborhood Development Center (NDC} is a non-profit corporation with significant �xperier�ce
working with a variety of minority and non-minority owned businesses in numeraus capacities. Most
recently, NDC was instrumental in helping many businesses survive the construction of the Green
Line LRT project. Similarly, Hopkins is experiencing significant cor�struction impacts today, with
Mainstreet reconstruction, and in the future with the Green Lin� Ext�ension planned for 2017-2Q19
construction.
Wf�ile some of aur businesses are healthy, some are struggling. In order to best positian these
businesses to weather the construction, staff is recommending that the City cantract with NDC to
provide services as described in the Agreement, includir�g branding and marketing, retail
merchandise display, and financial management.
The cost for the services is being offered at a discount to the City through a McKnight Moving the
Markets grant to NDC. Under this arrangement, th� City would pay for one-third of the cost up to a
maximum of $5,oaa.
Primarv Issues tv Consider
The work to be completed under this Agreement will complement the other programs and services
that are currently being offered, including Open To Busir�ess and the back-daor eonstruction program,
as well as those being de�eloped, mainly the Design Assistance and Fa�ade Loan Program.
Toget�er, the City is le�eraging $110,000 in outside funds to the City's $8,000 -$10,000 contribution
to these services and th+e facade program. City staff views this work as a pifot project to gauge the
interest and effectiveness of a permanent program.
SuRportinq Information
• Inde , d�t Co c`�or �greement with NDC
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Kersten EI erum
Director o Planning & Development
Financial Impact: $5,00� Budgeted: YIN _N Source� Related Documents (CIP, ERP, etc.):
Economic Development Account
Ih1DEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT ("Agreemettt"} is made and entered into this day of ,
2015, by and between the City of Hopkins, a Minnesota municipal carporation ("CITY OF HOPI�INS"},
and Neighborhoad Development Center, a Minnesota non-profit corporation {"Contractor"; CITY OF
HOPKINS and Contractor scrmetimes individual{y referred to as "Party" and co[lecTively as "Parties"}.
RECITALS
WHEREAS, CITY OF HOPKINS wishes to assist various smaIl businesses within its bo�ndaries
with technical assistance during road constructian (the "Project"); �nd
WHEREAS, Contractor is engaged in the business of providing small businesses with kechnical
assistance as an independent contractor. Cantractor hereby represents that it, and its agents and
employees, are qualified by previous education, training, and experience to pravide such services; and
WHEREAS, CITY OF HOPKINS wishes to retain the services of Cantractor to provide services
for the Project and CITY QF H�PKINS and Contractor wish to enter into an independent contraetor
relationship for their rnutual benefit and to set forth the terms af that relationship in writing; and.
WHEREAS, �CITY OF HOPKINS will be paying one-th�rd (1/3) ofthe cost of Contractor to
provide the service and Contractor will be responsible for the remaining two CONTRACTOR will cover
the remaining two-thirds (2l3) of the cost of praviding the service to be paid from a grant Contractor has
received from the McKnight Fou�zdation knr�wn as "Moving the Markets".
NOW, THEREFORE, in consideration of these representations and the following mutual
covenants, CITY OF HQPKINS and Contractor a�ree to the following terfns and conditions.
1. Services to Be Performed. CITY OF HOPKINS hereby engages Contractor to provide srnall
business assistance to various small bnsinesses within the City of Hopkins, which sma1P businesses shall
be solely d'etermined by CITY OF HOPKINS, as specifically described in the Scope of Services which is
attaclied hereto as Exhibit A(the "Services"). Cantractor wili utiIize Contractor staff and Contractar-
contracted ex�erts, as set forth on attached E�ibit B, to provide the Servzces.
2. Primary Control. Contractor shaIl �ave primary control over the means and manner of
performing Services but agrees to perform the Services in a c�uality and efficient manner in accordance
with the require�r►ents of CITS� OF HOPKINS. Contractor understands that CITY OF H�PKINS will not
provide Contractor any training for Contractor's performance of the 5ervices. Contractor further
understands that Contractor may provide technical assistance services to other entities during the Term
(defined below}..
3. Terms and Method of Payment. For the Services Contractor provides under t�is Agreement,
Contractor will be paid by CITY of HOPKINS for ane-third (1/3) of the actual time spent on the Services
according to the rate sheet contained on attached Exhibit B, which total fee to the CITY OF HOPKINS
shall not exceed $5,000, unless both parties agree in writing to exceed this amount. Contractor will
invoice CITY 4F HOPKINS at the end of every month for one-third (]/3) of the hours actually spent on
the 5ervcies. CITY OF H�PKINS agrees ta pay any undisputed amount of the invoice within 30 days of
receipt. The invoice shall include, at a minimum, a description of Services provided, Contractar
personnel completing Services, and hours worked in performance of these Services.
5. Term. This A�reement shall begin on June 1, 2015 and shall be of twelve months duration,
expiring May 31, 20] 6("Term"). The Term may be extenc�ed by mutual written agree�nent of the Parties,
unless earlier tern�inated as provided for b�low.
Repor�s and Documents.
a. R�ports. Cantractor shall provide monthly with the monthly invoice, or more frequently
as requested by CITY OF HOPKINS, detaiiing the business bein� provided Services, the
S�rvices provided and projected and actual results of pro�iding the Services ("Reports"}.
b. Ownership of 1llaterial and Dvc�rments. The Reports and other mate�ials prepared by
Gontractor for this Agreement shall be the property of CITY OF HOPKINS and
Gontractor shall deliver such mate�ials to CITY OF HOPKINS upan completion of the
Services or upon rec�uest of CITY OP HOPKINS.
c. Co�rfdentialitv ofReports. The Report� and other materials prepared by Contractor for
� this Agreement are subject to the Minnesota Government Data Practices Act, Minnesota
Statutes Chapter 13. Contractor shali keep confidential and shall nat disclose in any
manner, except to the businesses being provided the Services, the Reports, info�tnation
and data given to, prepared or assembled by Contractor in providing the Services unless
allowed in writing by CITY of HOPKINS. In the everat a third-party makes a request to
Contractar for any said Reports and information, the Contactor shall direct the requesting
thtrd-party to k�e CITY OF HOPKINS to rnake a data practices request unless otherwise
allowed to release the Repots and inforn�ation is providing in writing by CITY OF
HOPKINS.
7. Non-Assignability. This Agreement shall not be assigned by Contractor without the prior written
consent of C�TY OF HOPKINS.
8. EQuipment. �CITY OF HOF�INS shall provide all agreed upon materials, equipment, and
supplies necessary to perform the Services,�ssLi� except Contractor shall provide its own computer
equipment and ather relaked of�ce equiprnent.
10. Expenses. CITY OF HOPKINS shall not be respansible or lia�le fflr any expenses that
Contractor incurs in performing the Services �except for the actual out-of-packet expenses outlined in
E�ibit BI,[sst_.2�. I,Any professional services obtained or professional contracts entered into by Cantractor
on behalf of CITY 4F HOPKINS will be payable by CITY OF HOPKINS and not included as part of this
Cantract.l[ss�3� Those expenses must be approved by the CITY OF HOPKINS priar tfl the costs being
incurred.
] 0. Independent Contractor StaEus. CITY QF HOPKINS and Contractor agree that Contractor is an
independent contractor and not an employee. Additionally, Contractor agrees that Cflntractor sha11
comply with all federal, state, and loeal laws, and ntles and regulations that now apply or may in the
future apply to Contractor, Contractae's business, eyuipment, and any personnel engaged in providing
Services. Contractor understands and agrees that CITY OF HOPKINS shalt not be responsible or liable
for any obligation Contractor incurs unless C�TY OF HOPI.INS has specifically agreed to it in writing.
Cantractor will b� solely and entire�y responsible for Cantractor's acts and far the acts of Contractor's
agents and employees in performing the Services.
11. Aayroll ar Employment Taxes. CITY O� HOPKINS shafl not treat Contractor as an ernployee for
federal, state, ox loc�l tax purposes or for any other purpose. CITY OF HOPKINS shall not withhold or
pay payroll t�r employment taxes of any kind with respect to any amounts that Contractor is paid under
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this Agreement, including but not limited to, FICA, FUTA, federal and state personal income tax, state
disability insurance tax, and state reeinployment insurance benefits tax. Contractor agrees that Contractor
is pc:rsonaily responsible for malcing alI filings with and �ayments to the Inte�-nal Revenue Servic�s and
state and loca[ taxing authorities as are ap�ropriate to Contractor's status as an independent contractor.
12. Termination. This Agreement and the Term shall terminate pursuant to Section 5. Either Park}�
may terminate this Agreement, with nr without cause, immediately and prior to tk�e termination date in
Section 5 upon wntten notice to the nan-terrz�.inating Party. CITY OF HOPKINS agrees that it will
eompensate Contractor for actual Services pro��ided prior to tertnination of the Term, and Contractor
agrees it will immediately reimburse CITY OF HOPKINS far any advance payments Ynade for which no
Services were rendered.
13. Workers' Compensat�on, Reempla ment �nsurar�ce Benefits, Other Benefits. CITY O�'
H�PKIIVS has not obtained and will not obtain workers' com�ensation insurance for Contractor or any
employees of the Contractor. Contractor shall comply with the workers' compensation laws with respect
to Contractor and any employee of Contractor's. Contractor understands that Contractor is not entitled ta
reempiayment insurance benefits or any other benefiks nar�nally afforded to an employee of CITY OF
HOPKINS, due to Cor�tractor's status as an independent contractor.
14. Hold Har�nless; Insurance. The Parties agree to indemnify, hold harmless and defend the other
Party, its respective e�ected officials, officers, employees and a�ents from and against aIl claims,
responsibility and Iiabilities for any an� all damage or injury of any kind or nature to all persons, whether
employees or otherwise, and to all property, relating to or resulting from the Servic�s and the duties and
obligattons herein, unless caused by the negligent or intentional act of a Party. Prior ta any Services
being provided, Contractor shall provide CITY OF HOPKINS evidence that Contractor has abtained
insurance far errors, ornissions, damage and injury to persons and properiy in a minimum amount of the
CTTY OF HOPI�INS minimum tort liability under Minnesota Statutes Chapter 466 with the CITY OF
H�PKINS being named an additianal insured, which said insurar�ce must be maintained during the term
of this Agreement.
15. Non-Waiver. The delay or failure of either party to enforce any provision of this Agreement
shall not constitute a waivez' of its righk to enfarce that ar any other provision.
16. Notices. All notices required under this Agreement sha11 be written and delivered either by hand
delivery or first class U.S. mail, postage paid, to the follawing address:
a. If to CTTY OF HOPKINS: City af Hopkins
1010 1 �' Street South
Hopkins, MN 55343
Attn: City Manager
b. If to Contractor:
2 7. Severabilitv. In any event any part of this Agreement is found to be unenfarceable, CITY OF
HOPKINS and Contractor agree that part shall be znadified by the court to mal�e it enforceable to the
maxitnum extent possible. Tf the part cannot be modified, that part may ae severed and the ot�er parts of
the Agreement shall remain enforceable.
18. Governing Law• This Agreement and all questions arising in connection with it shall be governed
by the Laws of the State of Miunesota.
19. Successors and Assi r�ts. The rights and abligations af the Parties under this Agreement shall
inure to the benefit of their respective successors and assigns.
20. Entire A�reement. This Agreement states t�e entire agreement of the parties, and merges all prior
negotiations, agreements, and understandings, ii any. No modification, releasc;, discharge, or waiver of
any provision of this Agreement will have any force or effect unless made in writing and signed by CITY
OF HOPKINS and Contractor.
below.
Date:
�ate:
IN WITNESS WHERE�F, the Parties have entered into this Agreement on the dates indicated
Contractor:
Neig}iborhood Development Center
:
Its
Address: 663 University Avenue, #200
Saint Paul, MN 55104
Federal Tax Contractor I.D. No.: 41-1"738791
CITY OF HOPKINS:
:
Its
Address:
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Exhibit A: Scope of Services ta Be Per#'armed
CTTY OF HOPKINS wishes ko engage Contractor to provide consulting Services on the Project.
The following activities are contemplated as the initia� scope of Services to be completed by �ontractor
on behalf of CITY OF HOPKINS:
1, Meet with apprapriate staff and departments with the C�TY OF HOPKTNS to finalize scope af
Ser�rices, objectives of the Agreement and as much about each impacted business that Contractor
will �fork with as possible. It is anticipated that 5 or 6 business�s will be targeted with this
Agreement.
2. Meet with each business identified by the CITY OF HOPKINS for a preliminary discussion of
which Con#ractor Services would be beneficial and of interest to the business owner. These could
include but are not limited to:
a. development of branding package and application thereof
b. development of a marketing plan for the business, using the �branding package�[sa�,a�
c. advice to the business owner on implementing this marketing plan
d. review and advice an business record keeping, accounting and financial management
systems
e. advice an retail tnerchandising and display
f. advice on restaurant and faod area build outs and business tnanagement
g. advice on business planning for sustainability and growth
h. advice an obtaining business financing
i. ather types of business assistance as useful, reyuested and possible
3. Ex�cute a written agreement between the identified business and Contractor about how this work
will proceed, including roles, tasks and deadlines for each party. Said written agreement is
subject to the review and approval of CITY OF HOPKINS.
4. Carry out identif ed servic�(s) off-site and on-site, with the business owner where necessary. It is
anticipated that each business could receive between 10 and 40 hours of assistanee, as needed, but
not to exceed 40 hours without written approval from the CITY OF HOPKINS.
5. Conduet a final assessment of the outco3ne and value of khis work.
6. Other tasks as requested by CITY OF HOPKINS.
Exhibit B:
Cansultant Billing Rates
The following staff will be authorized fo work on behalf of Contractor for CITY OF' HOPKINS, and will
be billed to CITY OF HOPKINS at the rates below.
Isabel Chanslor, Director, Biz $75/hr.
Lab
Ryan Kidder, Graphic Designer $75Ihr
and Brandin , NDC Biz Lab
Mary Kuria, Financial $75lhr
Management Advisor, NDC Biz
Lab
Jeff Alexander and Ben Jahnson, $75/hr
NDC Real Estate Dept. and
restaurant ex erts
Various business specialists $50- 74/1tr