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HomeMy WebLinkAbout9B Approval of Contract for Lobbying Fees ReportPhone 952.447.9800 / Fax 952.447.4245 / www.cityofpriorlake.com 4646 Dakota Street SE Prior Lake, MN 55372 CITY COUNCIL AGENDA REPORT MEETING DATE: AGENDA #: PREPARED BY: PRESENTED BY: AGENDA ITEM: GOAL AREA AND OBJECTIVE: JANUARY 06, 2020 9B JASON WEDEL, CITY MANAGER LORI OLSON, ASSISTANT CITY MANAGER APPROVAL OF CONTRACT FOR LOBBYING EFFORTS High-Value City Services 5. Grow collaborations to provide efficient and cost-effective services to the community. Transportation & Mobility 1.Maintain quality local street system based on a financially stable plan that meets Overall Condition targets. DISCUSSION: Introduction The City of Prior Lake, in cooperation with the cities and townships of Scott County, are working with State Senators Eric Pratt and John Hoffman and State Representatives Tony Albright and Brad Tabke on new legislation that would provide statutory authority for cities to collect a street infrastructure fee as part of new subdivision approvals. To aid in this effort, it was determined that the engagement of a lobbyist would be beneficial. The City Council is therefore being asked to consider approval of a contract with Messerli & Kramer to provide lobbying assistance. Current Circumstances There are currently proposed bills that have been drafted to provide statutory authority for cities to collect street infrastructure fees from developers at the time of subdivision that will be reviewed during the upcoming spring legislative session. This authority is necessary considering the Harstad vs Woodbury case that was decided by the Minnesota Supreme Court in 2018. Specifically, the MN Supreme Court held that a statutory city does not have express authority under Minn. Stat. 462.358 to condition approval of a subdivision application on the payment of an infrastructure charge for future road-improvement projects. State Statute does provide for the collection of sanitary, water, storm water, and park fees as part of new subdivision approvals, but streets are not included. Many cities throughout the twin cities had been collecting street infrastructure fees prior to this case. The rationale for the street infrastructure fees was that there are certain street improvements that are necessary as a direct result of new development. This includes such improvements as the addition of turn lanes, adding traffic signals, or widening roadways to handle the increased levels of traffic. If cities do not have the ability to charge developers for these costs the responsibility will ultimately fall on the existing taxpayers. ISSUES: Two of the bills that are proposed in 2020 are SF2442 authored by Senators Pratt and Hoffman and the companion bill in the House, HF2296 authored by Representatives Albright and Tabke. The passage of this legislation is extremely important to the City of Prior Lake and all cities and counties that are growing and developing. Without this legislation the cost of growth of our street network, as a direct result of the increased traffic associated with development and growth, will fall on our existing tax base. FINANCIAL IMPACT: Per the proposal provided by James Clark of Messerli & Kramer, the proposed cost for the lobbying services is $30,000. The contract includes six installments of $5,000 each. This cost was discussed at a recent SCALE Executive meeting and it was determined that this lobbying effort is a county wide benefit and as such SCALE will fund 100% of the cost. The logistics of entering into a contract with Messerli & Kramer requires Prior Lake to enter into, pay and manage the contract directly. However, all costs incurred by the City will be reimbursed by SCALE. ALTERNATIVES: 1. Motion and a second to approve a contract with Messerli & Kramer for lobbying assistance associated with the Street Infrastructure Fee legislation in an amount not to exceed $30,000. 2. Motion and a second to deny the contract with Messerli & Kramer. 3. Table this item and provide additional direction to staff. RECOMMENDED MOTION: Alternative #1 ATTACHMENTS: 1. Messerli & Kramer Proposal 4646 Dakota Street SE Prior Lake, MN 55372 RESOLUTION 20-008 A RESOLUTION APPROVING A CONTRACT WITH MESSERLI & KRAMER FOR LOBBYING ASSISTANCE WITH THE STREET AND INFRASTRUCTURE FEE LEGISLATION IN AN AMOUNT NOT TO EXCEED $30,000 Motion By: Second By: WHEREAS, The City of Prior Lake, in cooperation with the cities and townships of Scott County, are working with State Senators Eric Pratt and John Hoffman and State Representatives Tony Albright and Brad Tabke on new legislation that would provide statutory authority for cities to collect a street infrastructure fee as part of new subdivision approvals; and WHEREAS, There are currently proposed bills that have been drafted to provide statutory authority for cities to collect street infrastructure fees from developers at the time of subdivision that will be reviewed during the upcoming spring legislative session; and WHEREAS, The passage of this legislation is extremely important to the City of Prior Lake and all cities and counties that are growing and developing. Without this legislation the cost of increasing the capacity of our street network, as a direct result of the additional traffic generated by development and growth, will fall on our existing tax base; and WHEREAS, To aid in this effort, it was determined that the engagement of a lobbyist would be beneficial; and WHEREAS, SCALE has determined that this lobbying effort is a county wide benefit and as such all costs incurred by the City will be reimbursed by SCALE. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. Approve a contract with Messerli & Kramer for lobbying assistance associated with the Street Infrastructure Fee legislation in an amount not to exceed $30,000. This expenditure coding is 101-41610.00-53020.10 (Legal Services – Lobbying). All costs incurred by the City will be reimbursed by SCALE. The SCALE cost reimbursement will be coded to 101-41610.00-36212.00 (Legal - Miscellaneous Revenue). 3. The 2020 budget will be amended to reflect this planned expenditure and related reimbursement. http://splash/teams/am/October 4 2010/01 06 2020/9B Approval of Contract for Lobbying Fees - RES.docx 2 Passed and adopted by the Prior Lake City Council this 6th day of January 2020. VOTE Briggs Thompson Burkart Braid Erickson Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ ______________________________ Lori Olson, Assistant City Manager 2019.01 Page 1 of 12 Standard Contract Services Government Relations Representation This agreement (“Agreement”) is between the City of Prior Lake, Minnesota ("City"), whose business address is 4646 Dakota Street SE, Prior Lake, MN 55372, and Messerli Kramer, P.A., a Minnesota Professional Association ("Contractor") whose business address is 100 South 5th Street, Suite 1400, Minneapolis, MN 55402. WHEREAS, the decision of the Supreme Court of Minnesota in the case of Harstad vs. Woodbury has created a significant funding shortfall for cities and townships across the State relating to street infrastructure needed due to new development; WHEREAS, cities and townships across the State have discussed the matter extensively and have determined that State legislation is necessary to establish a method for funding street infrastructure to ensure that development pays for itself; WHEREAS, the City of Prior Lake has determined that it is appropriate to hire Contractor to assist with lobbying efforts to establish State legislative authority for street infrastructure funding; WHEREAS, the City has received support and encouragement from many partners and in particular the Scott County Association for Leadership and Efficiency (“SCALE”) has been an outstanding partner in furthering these lobbying efforts; WHEREAS, SCALE and its members have agreed to use its available funds to reimburse the City for the costs of this Agreement to show its unanimous support for street infrastructure funding legislation. Based on the mutual promises and covenants set forth herein, the sufficiency of which are hereby acknowledged, the City and Contractor agree as follows: 1. Scope of Work. Contractor agrees to provide, perform and complete all the services in accordance with the terms of this Agreement and attached Exhibit A (“Work”). The terms of this Agreement shall take precedence over any provisions of the Contractor’s proposal and/or general conditions. If Contractor’s proposal is attached as Exhibit A, City rejects any contract terms and/or general conditions included in such proposal unless specifically agreed to by the City in writing. 2. Effective Date and Term of Agreement. This Agreement shall become effective as of January 1, 2020 and shall terminate on May 31, 2020. 3. Compensation for Services. City agrees to pay the Contractor a fixed sum of $30,000 as full and complete payment for the Work (“Contract Price”). A. Any changes in the scope of the Work which may result in an increase to the compensation due the Contractor shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services or materials that do not have prior written authorization. 2019.01 Page 2 of 12 B. If Contractor is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by the period of time lost by reason of the delay. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. 4. Method of Payment. City shall pay the Contract Price in six monthly installments of $5,000 each, the first payment to be made in January 2020 and the final payment to be made in June 2020. A. Claims. In compliance with Minn. Stat. 471.38, by making a claim for payment, Contractor is declaring that the account, claim, or demand is just and correct and that no part of it has been paid. B. Waiver of Claims. The Contractor’s acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of application for final payment. 5. Compliance with Laws and Regulations. In providing the Work, the Contractor shall abide by all statutes, ordinances, rules, and regulations pertaining to the Work. Any violation of statutes, ordinances, rules and regulations pertaining to the Work shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 6. Contractor’s Employees. Contractor and its employees, representatives and agents shall comply with all City policies (no smoking, parking location, check in, sign it, etc.). Contractor and its employees, representatives and agents shall use care, coordination and communication in order to ensure City employees and guests are not disturbed or inconvenienced. Contractor’s employees, representatives and agents shall be neat appearing and at City’s request wear an identification badge approved by the City. Contractor must honor the City’s request to reassign an employee, representative or agent whom the City determines is unsuitable for the Work. When necessary, Contractor’s employees, representatives and agents will be provided with keys or access cards in order to perform their work. Any lost keys or cards that result in rekeying a space or other cost to the City will be billed back to the Contractor. The City shall have the right to perform or require to be performed criminal background checks on any employee, representative or agent of the Contractor who will perform any aspect of the Work. The Contractor shall cooperate with the City in the performance of all such criminal background checks. 7. Contractor’s Representative. Contractor has designated a project representative to coordinate with the City and manage the Work. The project representative shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms of this Agreement. Contractor may not remove or replace the project representative without the approval of the City. 8. Standard of Care. Contractor shall exercise the same degree of care, skill and diligence in the performance of the Work as is ordinarily exercised by members of the profession under similar circumstances in Scott County, Minnesota. Contractor shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Contractor's breach of this standard of care. Contractor shall put forth reasonable efforts to complete the Work in a timely manner. Contractor shall not be responsible for delays caused by factors beyond its control or that could not be reasonably 2019.01 Page 3 of 12 foreseen at the time of execution of this Agreement. Contractor shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of the Work. 9. City’s Obligations. City will provide access to public and private property as necessary for Contractor to perform the Work. City shall give thorough consideration to all reports, sketches, estimates, drawings, and other documents presented by the Contractor, and shall inform the Contractor of all decisions required of City within a reasonable time so as not to delay the Work. The City shall furnish the Contractor with a copy of any applicable policy, standard or criteria, including but not limited to, design and construction standards, that may be required for the Work. 10. City's Representative. City has designated a project representative with respect to the Work. He or she shall have authority to transmit instructions, receive information, and interpret the City's policy and decisions with respect to the Work. 11. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of this Agreement (“Information”) shall become the property of the City, but Contractor may retain copies of the Information as records of the services provided. The City may use the Information for its purposes and the Contractor also may use the Information for its purposes. Use of the Information for the purposes of the Work does not relieve any liability on the part of the Contractor, but any use of the Information by the City or the Contractor beyond the scope of th is Agreement is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 12. Insurance. Prior to starting the Work, Contractor shall procure, maintain and pay for such insurance as will protect Contractor and City against claims or loss which may arise out of operations by Contractor or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Contractor agrees to maintain all coverage required herein throughout the term of this Agreement and for a minimum of two years following City’s written acceptance of the Work. A. Such insurance shall include, but not be limited to, the following minimum coverages and limits of liability: i. Commercial General Liability Insurance. Commercial General Liability Insurance protecting Contractor and City from claims for damages for bodily injury, including death, and from claims for property damage, which may arise from operations under this Agreement. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. The City, including its elected and appointed officials, employees, and agents, must be endorsed as an Additional Insured using ISO Form CG 20 10 or equivalent for Ongoing Operations and ISO Form CG 20 37 or equivalent for Products/Completed Operations. Insurance minimum limits are as follows: 2019.01 Page 4 of 12 • $1,000,000 – per occurrence • $2,000,000 – annual aggregate • $2,000,000 – annual aggregate – Products/Completed Operations ii. Workers’ Compensation Insurance. Workers’ Compensation Insurance for all Contractor’s employees in accordance with the statutory requirements of the State of Minnesota. The Contractor shall also provide Employer’s Liability Insurance with minimum limits as follows: • $500,000 – Bodily Injury by Disease per employee • $500,000 – Bodily Injury by Disease aggregate • $500,000 – Bodily Injury by Accident The Contractor shall maintain “stop gap” coverage if Contractor obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. If Minnesota Statutes, Section 176.041 exempts the Contractor from Workers’ Compensation insurance, the Contractor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes the Contractor from the Minnesota Workers’ Compensation requirements. iii. Business Automobile Liability Insurance. Business Automobile Liability Insurance protecting City and Contractor from claims for damages for bodily injury, including death, and from claims for property damage resulting from the ownership, operation, maintenance or use of all autos which may arise from operations under this Agreement. Insurance minimum limits are as follows: • $1,000,000 – per occurrence Combined Single Limit for Bodily Injury and Property Damage including Owned, Hired, and Non-owned Automobiles. iv. Professional/Technical (Errors and Omissions) Liability Insurance. Professional Liability (Errors and Omissions) Insurance that provides coverage for all claims the Contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to the Contractor’s professional services required under this Agreement. The Contractor is required to carry the following minimum limits: • $2,000,000 – per claim • $2,000,000 – annual aggregate The retroactive or prior acts date of such coverage shall not be after the effective date of this Agreement and the Contractor shall maintain such insurance for a period of at least two years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by the Contractor to fulfill this requirement. B. All of the insurance policies required by this Agreement shall comply with the following: i. The Contractor’s policies, except Worker’s Compensation Insurance and Professional/Technical Liability Insurance, shall be primary insurance and non- 2019.01 Page 5 of 12 contributory to any other valid and collectible insurance available to the City with respect to any claim arising out of the Contractor’s performance under this Agreement including the defense and indemnity obligations assumed by Contractor under this Agreement. ii. An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limits to satisfy the full policy limits required by this Agreement. iii. All insurance shall be provided on an occurrence basis and not on a claims-made basis, except professional liability insurance or other coverage not reasonably available on an occurrence basis; provided that all such claims-made coverage is subject to the approval of the City Attorney. iv. Any insurance limits in excess of the minimum limits shall be available to the City. v. All policies, except professional liability, shall be endorsed with a waiver of subrogation in favor of the City, including its elected and appointed officials, employees, and agents for losses arising from activities under this Agreement. vi. It shall be Contractor’s responsibility to pay any retention or deductible for the coveraeges required. The City may require the Contractor to provide proof of ability to pay losses and related expenses within the deductible and retention. vii. The Contractor is required to submit a Certificate of Insurance acceptable to the City as evidence of the required insurance coverage requirements. viii. The Contractor’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty days’ advanced written notice to the City, or ten days’ written notice for non- payment of premium. ix. The Contractor is responsible to review and ensure all subcontractors comply with the insurance provisions contained herein and said insurance is maintained as specified. x. If the City authorizes the Contractor to be self-insured, a Certificate of Self- Insurance must be attached. xi. The Contractor shall obtain insurance policies from insurance companies having an “AM BEST” rating of A- (minus); Financial Size Category (FSC) VII or better and authorized to do business in the State of Minnesota, or as approved by the City. xii. The City reserves the right to immediately terminate this Agreement if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any remedies against the Contractor. xiii. All insurance policies must be open to inspection by the City, and copies of policies must be submitted to the City’s authorized representative upon written request. xiv. The City’s failure to approve or disapprove the Contractor’s policies or certificates shall not relieve the Contractor of full responsibility to maintain the required insurance. xv. If the coverage period shown on the Contractor's current certificate of insurance ends during the duration of the project, the Contractor must, prior to the end of the coverage period, obtain a new certificate of insurance showing that coverage has been extended. xvi. No representation is made that the minimum insurance requirements are sufficient to cover the obligations of the Contractor under this Agreement. 2019.01 Page 6 of 12 C. Effect of Contractor’s Failure to Provide Insurance. If Contractor fails to provide the specified insurance, then Contractor will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor agrees that this indemnity shall be construed and applied in favor of indemnification. Contractor also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Contractor to take one of the following actions within fifteen days of receiving notice from the City.: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. 13. Indemnification. Contractor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Agreement by Contractor, its agents, representatives, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Contractor, its agents, representatives, contractors and employees, relative to this Agreement. City will indemnify and hold Contractor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 14. Termination. A. This Agreement may be terminated at any time by either party for breach or non- performance of any provision of this Agreement in accordance with the following. The party (“notifying party”) who desires to terminate this Agreement for breach or non-performance of the other party (“notified party”) shall give the notified party notice in writing of the notifying party’s desire to terminate this Agreement describing the breach or non-performance of this Agreement entitling it to do so. The notified party shall have five days from the date of such notice to cure the breach o r non- performance. Upon failure of the notified party to do so, this Agreement shall automatically terminate. B. Except for liability resulting from acts or omissions of a party, arising, taken or omitted prior to such termination, the rights and obligations of each party resulting from this Agreement shall cease upon such termination. Any prior liability of a party shall survive termination of this Agreement. C. In the event of dissolution, termination of existence, insolvency, appointment of a receiver, assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency law, or the service of any warrant, 2019.01 Page 7 of 12 attachment, levy or similar process involving Contractor, City may, at its option in addition to any other remedy to which City may be entitled, immediately terminate this Agreement by notice to Contractor, in which event, this Agreement shall terminate on the notice becoming effective. 15. Mediation. Each dispute, claim or controversy arising from or related to this Agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Upon service of a written notice requesting mediation, the parties shall have ten (10) days to jointly select one person to act as mediator. If the parties are unable to agree upon a mediator, the parties shall ask the Scott County District Court to select a mediator. The mediation shall be conducted pursuant to the commercial mediation procedures of the American Arbitration Association but shall not be administered by the American Arbitration Association. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Each party shall bear its own costs of the mediation process. The parties shall share equally the fees and expenses of the mediator. Mediation shall be held in the City of Prior Lake unless another location is mutually agreed upon by the parties. The parties acknowledge that mediation is a voluntary process, and that the mediator does not have the authority to bind either party absent the party’s consent. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. 16. Notice. Any notice required or permitted under this Agreement shall be delivered in one or more of the following manners: (i) delivered personally; (ii) mailed by United States registered or certified mail, return receipt requested, postage prepaid; or (iii) deposited cost paid with a nationally recognized, reputable overnight courier. Notice shall be delivered or directed to an officer or agent of the Contractor or to the City Manager as applicable at the address set forth on page 1 of this Agreement. Notice shall be deemed effective on the date of receipt. Any party may change its address for the service of notice by giving written notice of such change to the other party in any manner above specified, 10 days prior to the effective date of such change. 17. Independent Contractor. At all times and for all purposes, Contractor is an independent contractor engaged by City to perform the services described in this Agreement and Contractor shall have no authority to employ persons or make purchases on behalf of City, or otherwise bind or obligate City. No statement in this Agreement shall be construed to find the Contractor an employee of the City. 18. Employees. Contractor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Contractor prior to termination of this Agreement and for one year thereafter, without prior written consent of the former employer in each case. 19. Assignment or Subcontract. Contractor shall not subcontract any part of the Work; nor may Contractor assign this Agreement, or any interest arising herein, without the prior written consent of the City. 20. Audit Disclosure. Pursuant to Minn. Stat. 16C.05, Subd. 5, the books, records, documents and accounting procedures and practices of the Contractor or other parties relevant to this 2019.01 Page 8 of 12 Agreement are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six years after the effective date of this Agreement. 21. Data Practices. Any reports, information, data, etc. given to, or prepared or assembled by the Contractor 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. 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, which is created, collected, received, stored, used, mainta ined, or disseminated by Contractor 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 Contractor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Contractor in relation to this Agreement shall contain similar Data Practices Act compliance language. 22. Non-Discrimination. During the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Contractor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for the Work, and will require all of its subcontractors for the Work to incorporate such requirements in all subcontracts for the Work. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 23. Conflicts. No salaried officer or employee of the City and no member of the Council, or Commission, or Board of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders this Agreement void. 24. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 25. Damages. In the event of a breach of this Agreement by the City, Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 26. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Agreement or thereafter of any of the rights or remedies of the City under this Agreement. 27. Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. Venue and jurisdiction for any action, suit or proceeding arising out of this Agreement shall be only in the courts of Scott County, Minnesota or the federal courts for the United States for the District of Minnesota. 2019.01 Page 9 of 12 28. 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. 29. Severability. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 30. Waiver. No action nor failure to act by the City or the Contractor shall constitute a waiver of any right or duty afforded any of them under this Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 31. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. In witness whereof, the parties have caused this Agreement to be executed by their duly authorized agents. CITY OF PRIOR LAKE ______________________ __________________________________ Date Mayor ___________________________________ City Manager CONTRACTOR ______________________ By: ________________________________ Date Its: _______________________________ 2019.01 Page 10 of 12 2019.01 Page 11 of 12 Exhibit A Scope of Work LOBBYING, APPROACH AND SERVICES For over 50 years, Messerli|Kramer P.A. has been an active and respected prese nce before the Minnesota Legislature on behalf of numerous clients. Our success has been built on a commitment to integrity, quality service, expertise, and vision. Our services are comprehensive. We will help the City of Prior Lake develop relationships, and we will work with you to build a strategic and focused plan to help achieve your goals. Messerli|Kramer offers a team approach to consulting that sets us apart from our competitors. Our six attorneys, one non-attorney lobbyist, and three legislative coordinates are always available to you to provide strategic advice and connections that will be used to your benefit. A lead attorney serves as primary liaison for each client and is responsible for implementation of the overall strategic plan and communication. In addition, supporting lobbyists are also assigned. However, we keep all lobbyists and support staff in our department current on the client’s issues so that they are prepared to work on behalf of the client at a moment’s notice. This way we can make sure that committee hearings, floor debates and individual meetings are always covered to ensure that our client’s issues and needs are met. Our combined legislative experience provides us with solid relationships with virtually all legislators, staff and other lobbyists, as well as executive branch members. Furthermore, we have developed excellent working relationships with both the Republicans and Democrats in the Legislature; we have long lasting relationships with leaders and key committee chairs and minority leads in both legislative bodies. We have also built solid relationships with Governor Walz, his staff, and the commissioners who work in his administration. We can provide a full array of consulting services to our clients. We will provide staf f support and technical advice as well as research and information to our clients. We provide strategic planning services and assist with special projects. We provide door opening services to connect clients with the legislature and other strategic partners. It would be our intent to have James Clark serve as lead counsel on your behalf, complemented by the expertise and experience of our team. Lead Counsel James Clark is a shareholder with Messerli|Kramer P.A. and is a former three-term State Representative. During his three terms, he was acknowledged as an articulate lawmaker and a quick study on complex issues. He was a key member of the Tax, Capital Investment, and Health and Human Services Committees. He also served 5 years as an Assistant County Attorney prior to joining our team. James’ clients include the Minnesota Twins, Canterbury Park, the Suburban Transit Association, Pediatric Home Service, and Friends of White Bear Lake. SERVICES TO BE PROVIDED During the period of January 1, 2020 through May 31, 2020, Messerli|Kramer will provide the following government relations representation for the City of Prior Lake on the street impact fee initiative. 2019.01 Page 12 of 12 Representation. Representation of Prior Lake before the Minnesota Legislature including session and committee hearings, floor sessions of the state Senate and House of Representatives, and conferences with individual legislators and key staff members. Lobbying. Legislative lobbying includes the drafting of bills, identification of authors, interaction with the Revisor’s Office on “jacketing” measures, preparation of authors and witnesses, securing hearings and lobbying committee members, lobbying the members of the House and Senate, and seeking the Governor’s signature on the bill. Bill Tracking. Tracking introduction and progress of legislation and providing updated status reports on the progress of such measures as needed. Liaison with State Administration Officials. Maintain liaison with state administration officials, as necessary. Arrange introductions, meetings and follow-up to maintain and/or improve relations with these officials. CONFLICT OF INTEREST Together with this proposal we have included a copy of Messerli|Kramer’s Conflict of Interest policy and a list of current government relations clients. Included are the procedures that will follow should a conflict of interest arise. Messerli|Kramer has performed an internal conflict of interest review and consulted with other clients that could pose a potential conflict of interest representing the City of Prior Lake and has ascertained that no conflict currently exists. PROPOSED BUDGET In consideration for these services, the City of Prior Lake would pay Messerli|Kramer a total retainer of $30,000 for government relations representation. The retainer would be paid in six installments of $5,000.00 comencing in January, 2020. The retainer includes administrative expenses such as copies and postage. Thank you for considering Messerli|Kramer to provide the City of Prior Lake with government relations services. We appreciate the opportunity to submit this proposal and we look forward to hearing from you to discuss this at your convenience. Sincerely, JAMES James Clark Shareholder Messerli|Kramer, P.A.