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Home My WebLink About#08 - Professional Services AgreementSTAFF REPORT DATE: February 18, 2020 CONSENT AGENDA ITEM: Professional Services Agreement with Neil Soltis SUBMITTED BY: Kristina Handt, City Administrator BACKGROUND: As was mentioned at the previous meeting, the city has not been receiving very many applications for Finance Director. Given that we need additional help to prepare for the audit in May, I’ve reached out to a retired city administrator who is also a CPA to provide some financial services in the interim. ISSUE BEFORE COUNCIL: Should the Council approve the professional services agreement with Neil Soltis? PROPOSAL: Included in your packet is our typical professional services agreement. One change has been to remove the insurance requirements and replace with a mutual indemnification clause. This was suggested by the League of Minnesota Cities Insurance Trust staff and discussed with our city attorney. Mr. Soltis does not have a business established but has done some limited contract work for other cities since his retirement from local government last year. Mr. Soltis will be able to provide roughly 25-30 hours of work per week to help us complete audit work papers, bank reconciliations and other audit prep tasks. His rate is $65/hour which is less than what the city paid a few years ago for these services from a larger firm. The agreement leaves open the possibility that he may provide services until the end of 2020. At this time we would hope to have the position filled much sooner than that but we wanted to keep the extended time frame in case it’s needed. RECOMMENDATION: If removed from the consent agenda: “Move to approve the professional services agreement with Neil Soltis” ATTACHMENT • Professional Services Agreement 602174v1LA275-59 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services (this “Agreement”), made this ___th day of February, 2020, by and between the City of Lake Elmo, a Minnesota municipal corporation with its principal office located at 3880 Laverne Ave N, Lake Elmo, Minnesota 55042 (the “City”), and Neil Soltis who has an address of: _____________________ (“Contractor”). I. SERVICES TO BE PROVIDED. Contractor will provide finance director consulting services to the City for the period of February 20, 2020 through December 31, 2020. All professional services provided by Contractor under this Agreement shall be provided in a manner consistent with the level of care and skill ordinarily exercised by professional consultants currently providing similar services. II. COST OF SERVICES. A. Contractor shall perform the services outlined in this Agreement at a rate of $65.00/hour (the “Professional Fees”). Contractor shall invoice the City on a monthly basis for the services performed by Contractor for the month. The invoice must include the number of hours and a description of the services performed by Contractor. Payment to Contractor shall be due within 30 days of the date of the invoice. B. The City shall not be responsible for payment for any additional costs or work performed by Contractor that is outside the scope of this Agreement that is not expressly pre-approved by the City. III. CITY’S REPONSIBLITIES. Upon request, the City shall provide Contractor with all available relevant materials pertaining to completion of the services. IV. TERM AND TERMINATION OF AGREEMENT. The term of this Agreement shall commence and Contractor shall commence performing the services on February 20, 2020. This Agreement shall terminate and Contractor shall stop performing the services under this Agreement on December 31, 2020. This Agreement may be terminated earlier by either party by giving 30 days’ written notice to the other party. Upon termination, Contractor shall be paid by the City for all services rendered by Contractor and all mileage expenses incurred by Contractor as of the date of the termination for which Contractor has not yet been compensated. 602174v1LA275-59 V. INDEPENDENT CONTRACTOR. All services provided pursuant to this Agreement shall be provided by Contractor as an independent contractor and not as an employee of the City for any purpose. Any and all officers, employees, subcontractors, and agents of Contractor, or any other person engaged by Contractor in the performance of work or services pursuant to this Agreement, shall not be considered employees of the City. Any and all actions which arise as a consequence of any act or omission on the part of Contractor, his employees, subcontractors, or agents, or other persons engaged by Contractor in the performance of work or services pursuant to this Agreement, shall not be the obligation or responsibility of the City. Contractor, his employees, subcontractors, or agents shall not be entitled to any of the rights, privileges, or benefits of the City’s employees, except as otherwise stated herein. VI. INDEMNIFICATION. Contractor, and any and all officers, employees, subcontractors, and agents of Contractor, or any other person engaged by Contractor in the performance of work or services pursuant to this Agreement, shall indemnify, defend, and hold harmless the City and its officials, employees, contractors and agents from any loss, claim, liability, and expense (including reasonable attorneys’ fees and expenses of litigation) arising from, or based in the whole, or in any part, on any negligent act or omission by Contractor, her employees, subcontractors, and agents, or any other person engaged by Contractor in the performance of the services pursuant to this Agreement. Likewise, the City agrees that it will defend, indemnify, and hold harmless the Contractor, and any and all officers, employees, subcontractors and agents of Contractor against any and all liability, loss, costs, damages and expenses including attorneys’ fees, which the Contractor may hereafter sustain, incur, or be required to pay arising out of the actions of the City pursuant to this agreement. VII. MISCELLANEOUS PROVISIONS. A. Entire Agreement. This Agreement shall constitute the entire agreement between the City and Contractor, and supersedes any other written or oral agreements between the City and Contractor. This Agreement can only be modified in writing signed by the City and Contractor. B. Data Practices Act Compliance. Data provided, produced or obtained under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13. Contractor will immediately report to the City any requests from third parties for information relating to this Agreement. Contractor agrees to promptly respond to inquiries from the City concerning data requests. 602174v1LA275-59 C. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Minnesota. Any disputes, controversies, or claims arising under this Agreement shall be heard in the state or federal courts of Minnesota and the parties waive any objections to jurisdiction. D. No Assignment. This Agreement may not be assigned by either party. E. Compliance with Laws. Contractor shall exercise due professional care to comply with applicable federal, state and local laws, rules, ordinances and regulations in performing the professional services under this Agreement. 602174v1LA275-59 IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Professional Services Agreement in duplicate on the respective dates indicated below. CITY OF LAKE CITY By: _____________________________ Michael Pearson Its: Mayor By: _____________________________ Julie Johnson Its: City Clerk CONTRACTOR By: ____________________________ Neil Soltis