VII.3. Letter Agreement – Artspace; Elverum (CR2017-075)May 31, 2017 Council Report 2017-075
LETTER AGREEMENT – ARTSPACE
Proposed Action
Staff recommends adoption of the following motion: Move to approve the Letter Agreement between
the City of Hopkins and Artspace.
With this motion, the Letter Agreement will be executed.
Overview
The City of Hopkins embraced the arts as a valued asset for our community when the Hopkins Center
for the Arts was established in 1997. The City has continued to support the growth of art, and other
creative enterprises, as both a social and economic driver. Additionally, one of the action steps
under the goal of preserving the hometown feel of Hopkins is to strengthen the image of Hopkins as
an arts community.
Staff has seen evidence of the demand for affordable artist live/work space, and feels the time is right
to conduct a market study to evaluate the feasibility of developing housing to meet this need.
Artspace is a national leader in this area, and we are fortunate to have them headquartered in our
metro area.
The agreement includes a two-day, in-depth visit where Artspace staff will tour possible development
sites and meet with a variety of stakeholders to evaluate the market-based possibilities for artist-
supportive development. This is scheduled to take place in early August. A feasibility report,
detailing the project concept, site selection, market need, funding and financing, local leadership, and
sustained community impact, is the primary deliverable.
Primary Issues to Consider
The cost of the work is $23,000. Artspace reduced their typical fee by $2000 to reflect the cost
savings associated with no out-of-state travel. The agreement has been reviewed by the City
Attorney.
Supporting Information
• Letter Agreement – Artspace
___________________________
Kersten Elverum
Director of Planning & Development
Financial Impact: $23,000 Budgeted: Y/N ___ Source: Economic Dev Fund
Related Documents (CIP, ERP, etc.): _______________________________________
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Letter of Agreement
THIS LETTER OF AGREEMENT (this "Agreement") made and entered into this
____ day of _________, ______ (the "Effective Date") by and between ARTSPACE
PROJECTS, INC., a MINNESOTA NONPROFIT CORPORATION having an
address at 250 3RD AVENUE NORTH, SUITE 400, MINNEAPOLIS, MN 55401
("Artspace") and City of Hopkins, a municipality, with a mailing address at 1010
First Street South, Hopkins, MN 55343. "City of Hopkins" and Artspace are each
a "party" and together the "parties."
The parties agree as follows:
1. Overview:
Subject to the terms, conditions and covenants in this Agreement, Artspace
contracts with City of Hopkins, and City of Hopkins contracts with Artspace, to
perform the scope of work ("Scope") as more particularly described in Exhibit
"A" attached hereto. The Scope’s budget, timeline, and fee disbursement
schedule are more particularly described in Exhibit "B" attached hereto.
2. Term:
The term of this Agreement shall commence on the Effective Date (as defined
above) and shall continue until all deliverables as outlined in Exhibit "A" are
completed (the "Scope Completion"; such period, the "Term").
3. Qualifications:
City of Hopkins shall provide any and all support relevant to the successful
completion of the Scope as outlined in Exhibit “A” and further defined in “Exhibit
C” including, but not limited to, providing documents relevant or appropriate for
Artspace review, arranging for site/building tours and information, assigning key
staff to work with Artspace, coordinating logistics for meetings and leading
public outreach and promotional efforts.
4. Fee:
On the Effective Date, City of Hopkins shall pay Artspace an initial deposit in the
amount of Eleven Thousand Five Hundred Dollars and 00/100 ($11,500.00)
("Initial Deposit"). City of Hopkins shall pay Artspace the remaining balance in
the amount of Eleven Thousand Five Hundred Dollars and 00 /100 ($11,500.00)
("Balance") upon Scope Completion as specified herein. In the event of a
cancellation requested by City of Hopkins within the first thirty (30) days of the
Effective Date, Artspace shall be entitled to a nonrefundable cancellation fee in
the amount Two Thousand and Five Hundred Dollars and 00/100 ($2,500.00)
("Cancellation Fee"), which may be deducted from the Initial Deposit, the
remainder of which shall be returned to the City of Hopkins. In the event of a
cancellation requested by either party, pursuant to Section 9 herein, at any time
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after the first thirty (30) days of the Term but before Scope Completion, Artspace
shall be entitled to compensation calculated at the hourly rate described in
Exhibit "B" for the actual hours worked plus any documented out-of-pocket
expenses ("Balance Due"). Artspace may retain a portion of the Initial Deposit up
to the amount of Balance Due, the remainder of which shall be returned to the
City of Hopkins. In the event that the Initial Deposit is insufficient to cover the
costs specified under this Section, City of Hopkins agrees to immediately remit
the remaining Balance Due to Artspace.
5. Proprietary Use:
With the exception of the deliverables described in Exhibit "A", all materials,
written or otherwise, provided by Artspace remain the property of Artspace and
may not be reproduced, copied or disseminated to third parties for purposes of
sale or other benefit beyond the intended use under this contract as particularly
described in Exhibit “A” as “The Purpose”, without the prior written approval of
Artspace.
6. Trademark Infringement:
City of Hopkins is granted the right to use the Artspace name and/or brand
solely in conjunction with the Scope of the project as outlined in this Agreement,
and shall not use the Artspace name and/or brand in conjunction with or
connection to any other projects or marketing materials for which Artspace is
not a consultant including, but not limited to, identifying a future project or
development as arts-focused. City of Hopkins agrees to notify Artspace of any
potentially unauthorized use of the trademarks internally or by others promptly
as it comes to City of Hopkins’s attention. Artspace shall have the sole right
and discretion to bring infringement proceedings involving trademarks.
7. Assignment or Subcontracting:
With the exception of Subcontractors identified in Exhibit "A", Artspace may not
subcontract any portion of the Scope without the prior written consent of City of
Hopkins.
8. Address of Artspace and City of Hopkins Notices:
All notices required hereunder between Artspace and City of Hopkins shall be
given in writing, by United States certified mail, return receipt requested, or by
nationally recognized overnight courier service, to Artspace and City of Hopkins
at the address shown in the opening paragraph of the Agreement. All payments
due hereunder shall be given to Artspace and City of Hopkins, as the case may
be, at the address shown in the opening paragraph of the Agreement
9. Termination:
This Agreement may be terminated by either party without cause with ten (10)
business days advance written notice; provided, however, that all compensation
due to Artspace through such termination date shall be paid by City of Hopkins
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pursuant to the terms of Section 4 herein. Upon termination, Artspace shall
deliver to City of Hopkins all materials, both completed and in progress, as of
the date of termination, which materials shall become the sole property of the
City of Hopkins.
10. Amendment and Modification:
This Agreement embodies the full agreement of the parties and supersedes any
and all prior understandings or commitments concerning the subject matter of
this Agreement. Any modification or amendment must be in writing and signed
by both parties.
11. Governing Law:
This Agreement is governed by and shall be construed in accordance with the
laws of the state in which City of Hopkins is located.
12. Release and Indemnification:
Except as provided herein, neither Artspace nor any of its respective affiliates,
agents, consultants, partners, officers, members, managers, directors or
employees, shall be liable for any claims relating to damages arising out of or in
connection with the performance of this Agreement, including any violation of
the law, statute, regulation or other illegal act by Artspace or its affiliates.
Artspace hereby agrees to indemnify and hold harmless the City of Hopkins and
its agents, employees, and officers for any claims arising out of or under the
subject matter of this Agreement.
13. Disclaimer:
Results depend upon a variety of factors unique to each agreement. Prior results
do not guarantee or predict a similar result in any pending or future project
undertaken by Artspace.
The deliverables in addition to the written or other materials provided by
Artspace are intended as guidance for those who wish to explore or advance an
arts-related project. While the deliverables and other materials provided reflect
Artspace's expertise as a real estate developer for artists and arts organizations,
and are provided in good faith, Artspace makes no representation or warranty
about the value of any of the information in relation to the success of any
specific project.
City of Hopkins shall have full control and responsibility regarding the
implementation of the Scope, as provided by Artspace, for any and all future
projects related to this Agreement.
14. Return of Property:
Upon Scope Completion or termination of this Agreement, City of Hopkins
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agrees to return to Artspace any property, documentation, records, or
confidential information that is the property of Artspace. The City shall have the
right hereunder to keep copies of any work product which has been prepared by
Artspace and provided to the City under the terms of this Agreement.
15. Capacity/Independent Contractor:
Artspace shall be deemed to be an independent contractor and is not an
employee, partner, or co-venturer of, or in any other service relationship with
City of Hopkins. The manner in which Artspace's services are rendered shall be
within Artspace’s sole control and discretion.
16. Severability of Provisions:
Each provision of this Agreement shall be considered to be severable, and if for
any reason any provision that is not essential to the effectuation of the basic
purposes of the Agreement is determined to be invalid and contrary to any
existing or future law, such invalidity shall not impair the operation of or affect
those provisions of this Agreement that are valid.
17. No Continuing Waiver:
The waiver by either party of any breach of the terms of this Agreement shall not
operate or be construed to be a waiver of any subsequent breach.
18. Binding Agreement:
This Agreement shall be binding on the parties hereto, and their heirs,
executors, personal representatives, successors and assigns.
19. Headings:
All section headings in this Agreement are for convenience of reference only and
are not intended to qualify the meaning of any section.
20. Terminology:
All personal pronouns used in this Agreement, whether used in the masculine,
feminine and neuter gender, shall include all other genders, the singular shall
include the plural, and vice versa as the context may require.
21. Confidentiality:
It is understood and agreed to that Artspace may provide certain information
that is and must be kept confidential pursuant to the limitations of this
Section. The Confidential Information to be disclosed may include, but is not
limited to, technical and business information relating to proprietary ideas and
inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations,
existing and/or contemplated products and services, research and
development, production, costs, profit and margin information, finances and
financial projections, customers, clients, contact lists, survey responses,
marketing, and current or future business plans and models, regardless of
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whether such information is designated as “Confidential Information” at the time
of its disclosure.
To ensure the protection of such information, and to preserve any confidentiality
necessary under law, City of Hopkins shall not disclose any Confidential
Information obtained from Artspace, except as required under the Minnesota
Government Data Practices Act, Minnesota Statutes, Chapter 13. Artspace
acknowledges that the City shall comply with its requirements with such law
without notice to Artspace. All terms of this Agreement are subject to
Minnesota Statutes, Section 13D.05, subd. 11.
[Remainder of page intentionally left blank. Next page is the signature page.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date shown on the first page of this Agreement.
AGREED TO:
Artspace Projects, Inc
______________________________________________________________
Wendy Holmes Date
Senior VP, Consulting and Strategic Partnerships
City of Hopkins
_______________________________________________________________
Molly Cummings, Mayor
_______________________________________________________________
Michael Mornson, City Manager
Contact Information
Wendy Holmes
Senior VP
Artspace Projects, Inc.
250 Third Ave N
Suite 400
Minneapolis, MN 55401
wendy.holmes@artspace.org
(612) 465 - 0420
City of Hopkins
1010 1st St. S.
Hopkins, MN 55343
Attn: City Manager
Please return executed contract:
ATTN: Lucas Koski
Artspace Projects, Inc.
250 3rd Ave. North, Suite 400
Minneapolis, MN 55401
Lucas.Koski@artspace.org
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Exhibit A
Preliminary Feasibility Study
The City of Hopkins has invited Artspace to submit a proposal for a Preliminary
Feasibility Study of affordable artist live/work housing. The purpose of this
scope of work (“Purpose”) is to help the City understand the potential to create
a successful, affordable, self-sustaining arts development project (the "Project")
in Hopkins, Minnesota. The visit and ensuing report are also intended to: help
City of Hopkins understand and explore key elements that determine feasibility
of a project (project concept, site selection, market need, funding and financing,
local leadership, sustained community impact); engage key stakeholders to
build support for the Project; and outline the next steps necessary to move the
Project forward.
Preliminary Feasibility Study Scope of Work
1. Visit Preparation.
a. Assign two Artspace staff as project leads;
b. Work with Meg Beekman, Community Development Coordinator,
or (assignee) to set dates, customize the Visit agenda and identify
3-6 key individuals to help carry out the study (the “Core Group”);
c. Conduct two conference calls with the Core Group:
i. Kick-off call to meet the Core Group, review Visit
preparation materials, and articulate goals for the Visit;
ii. Pre-visit check in call, approximately one week before the
Visit, to review Visit details and answer any questions;
d. Provide Core Group with preparation materials, including a sample
agenda, suggested participants, and meeting planning tips;
e. Review relevant materials about the community prior to the visit,
including site map(s), concept write-ups, or floor plans;
f. Review existing market, redevelopment, cultural planning, city
planning or other appropriate available studies;
g. Prepare a slideshow presentation that provides background on
Artspace and prompts discussion during the Focus Groups and
Public Meeting;
h. Confirm travel dates and provide arrival/departure times;
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i. Communicate via email or phone to assist Core Group with Visit
preparation, as needed;
j. Provide phone or email interviews with local press, as requested.
2. Preliminary Feasibility Visit.
a. Travel to Hopkins, MN for one, two-day (sixteen-hour) visit, by two
Artspace staff (the “Visit”). This includes travel expenses, hotel
accommodation, and staff travel time;
b. Tour of 3-5 potential project sites for new construction or building
reuse. This includes a tour of existing arts districts and facilities as
well as a general tour of the priority area(s) under consideration for
this Project;
c. Facilitate up to four Focus Group Meetings to understand the
priorities, interests, community goals, and space needs of each
stakeholder group. Each meeting includes a short presentation to
introduce the Artspace model and a facilitated discussion. Focus
Group Meetings educate about arts facility development, elicit
feedback on the Project, and provide a platform for questions,
concerns and support. Focus Group Meetings typically include the
following stakeholder groups:
i. Civic Leadership. e.g. Key City, County and/or State staff
and elected officials. This meeting focuses on civic
involvement, a shared vision for development, current
initiatives, and complementary community goals;
ii. Financers and Funders. e.g. Local public and private
funders and economic development officials. This meeting
focuses on how affordable mixed-use arts facilities are
developed and sustained as well as available funding
sources and tools for predevelopment and development;
iii. Artists, Creatives, and Arts Organizations. e.g. A diverse
cross section of people working in the arts, creative, and
cultural industries. This meeting focuses on the articulating
the concept, understanding the market for a new arts
facility, and collecting feedback about the local art scene,
current assets and perceived opportunities;
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iv. Business Sector. Arts-compatible community organizations,
businesses, and entrepreneurs. This meeting focuses on
economic impact, community priorities and potential
partners/tenants/programs that will bolster the project’s
sustainable community impact;
d. Present at a Public Meeting, which includes a slideshow about the
Artspace model and the proposed Project as well as a facilitated
Q&A session to receive community input and answer questions;
e. Meet with the Core Group to discuss the project concept, answer
questions and discuss initial impressions from the Visit;
3. Post-Visit
a. Compile notes and perform any necessary additional research;
b. Write a Preliminary Feasibility Report and deliver first draft 6-8
weeks after the Visit;
c. Facilitate a conference call with Core Group to discuss draft
report, next steps, and suggested revisions. If Core Group is
unavailable by phone, it may choose to compile edits from the
group into one document and share via email;
d. Finalize and deliver final report 2-3 weeks after receiving one round
of Core Group edits. If edits are not received within 4 weeks of
delivery of draft report, Artspace will independently finalize and
deliver the final report. Up to five (5) physical copies of the report
can be delivered, upon request.
Deliverables:
• Preliminary Feasibility Report
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Exhibit B
Timeline and Fee Disbursement
Budget
The fee for the proposed Preliminary Feasibility Study is $23,000. This flat fee
includes staff time, deliverables, and travel expenses and time.
This contract is set up not to exceed the total fee of $23,000 as noted above
unless another agreement is put into place with a specific work scope. For
additional services which are outside the Scope of Services included in this
Agreement, Artspace charges $250 per hour for its consulting work
Timeline and Fee Disbursement
Scope of Work will commence upon receipt of deposit.
This timeline assumes that a contract is signed and an initial payment of
$11,500 (1/2 of the work fee) is received in July 2017. The remaining $11,500
would be due within 30 days of the delivery of the draft report.
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Exhibit C
Additional notes on roles and responsibilities
The City of Hopkins agrees to:
• Assign a main point of contact/proxy for City of Hopkins’s
communication with Artspace;
• Provide any relevant documents for Artspace’s review;
• Create an agenda for the Visit, based upon the sample provided, and
share with Artspace no less than two (2) weeks before the Visit;
• Coordinate logistics for the execution of the agenda. Which includes:
a. Identifying and inviting the appropriate individuals or groups.
b. Promoting the Public Meeting, encouraging artists, community
members, stakeholders and all to attend.
c. Securing space and setting up for all focus groups and meetings;
d. Providing technology for presentations, which includes projector,
screen/blank wall, power source, microphone (for Public Meeting), and
extension cord (if needed). Artspace will bring a mac laptop and adaptor
to plug into provided projector.
e. Arranging for site and area tour.
• Pay additionally to Artspace any reasonable and/or necessary costs
incurred by Artspace to rearrange or cancel travel itineraries as requested
by City of Hopkins or necessitated by changes initiated by same.