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HomeMy WebLinkAboutResolution 8812 RESOLUTION NO. 8812 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH FIRE SERVICES CONSULTING, INC., FOR INTERIM CITY ADMINISTRATOR SERVICES WHEREAS, the City Council interviewed candidates for the position of Interim City Administrator on August 17, 2017, selecting Nyle Zikmund, a representative of Fire Services Consulting, Inc. (FSC); and, WHEREAS, FSC will provide contract staffing to the City on an interim basis not to exceed 80 hours per pay period at the agreed-upon rate of$50 per hour; and, WHEREAS, the Professional Services Agreement with FSC will continue until terminated by either party upon a 30-day written notice, or a shorter notice if mutually acceptable to both parties, or upon the hire of a permanent City Administrator candidate, whichever shall occur first. NOW, THEREFORE BE IT RESOLVED THAT the Mounds View City Council approves the attached Professional Services Agreement with Fire Consulting Services, Inc., for Interim City Administrator services, until such time that the agreement is terminated. Adopted this 28th day of August, 2017. Carol A. Mueller, Mayor ATTEST: (\i-itiVyltA, ULM tArL. James Ericson, City Administrator (seal) PROFESSIONAL SERVICES AGREEMENT FOR INTERIM CITY ADMINISTRATOR This Agreement is entered into this 28th day of August, 2017, by and between the City of Mounds View, Minnesota, a municipal corporation and political subdivision, (the "City"), and Fire Services Consulting LLC, a Minnesota limited liability company, ("Contractor"). RECITALS WHEREAS, the City wishes to retain the services of the Contractor for an interim period of time for purposes of performing duties generally performed by the city administrator along with the additional responsibility of assisting the City Council with the recruitment, screening and employment of a permanent city administrator for the City, and WHEREAS, Contractor has indicated that it has the qualified personnel and resources to accept and perform the job responsibilities of Interim City Administrator subject to the terms of this Agreement. NOW, THEREFORE, for good and valuable mutual consideration, and with the intent of being legally bound, the City and Contractor agree as follows: 1. SERVICES. For purposes of this Agreement, it is understood and agreed to between the parties that Contractor shall perform the duties of city administrator for the City as well as assist the City Council with the recruitment, screening and eventual employment of a permanent city administrator. Unless otherwise agreed upon in writing by the City, the foregoing services will be provided to the City exclusively by Nyle Zikmund on behalf of Contractor. 2. SCHEDULE. Contractor shall schedule work at times necessary in consultation with the City Council. Service shall be provided as required to fulfill the responsibilities of the position for a maximum hours of 40 hours per week, unless additional hours are approved in advance by the City Council. 3. COMPENSATION. In exchange for the delivery of services required by this Agreement, Contractor will be compensated at the rate of $50.00 per hour for such services. As an independent contractor, Contractor's compensation shall not be subject to federal and state income tax withholding deductions, FICA, and Medicare deductions. In addition, Mr. Zikmund shall not be deemed an employee of the City and consequently he shall not be eligible for nor shall he receive any employee benefits from the City. Therefore, by way of example and without limitation, Mr. Zikmund shall not be eligible for group insurance benefits, paid holidays, vacation, sick leave, severance, or City retirement benefits. In addition, Contractor shall be reimbursed for out-of-pocket expenses reasonably incurred by Mr. Zikmund in providing his services to the City, including but not limited to copying costs, meals when necessary and mileage from 1 506454v4 RAA MU210-111 City's offices to work-related meetings and/or functions. Contractor shall be compensated for work performed for the City every other week after reasonable documentation and verification of the hours worked by Contractor's employee under the terms of this Agreement. 4. INDEPENDENT CONTRACTOR. Contractor shall be deemed an independent contractor and not an employee of the City. The manner in which the services are performed shall be controlled by the Contractor; however, the nature of the services and the results to be achieved shall be specified by the City. The Contractor is not to be deemed an employee or agent of the City and has no authority to make any binding commitments or obligations on behalf of the City except to the extent expressly provided herein. All services performed by the Contractor pursuant to this Agreement shall be provided as an independent contractor and not as an employee of the City for any purpose, including but not limited to: income tax withholding, workers' compensation, retirement opportunities, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits. Accordingly, Contractor shall be free to perform similar services for other entities provided that the performance of such services does not interfere with the performance of services pursuant to this Agreement. 5. SERVICE PROVIDER ASSIGNMENT. Services provided to the City under this Agreement shall be performed exclusively by the Contractor. This Agreement, being intended to secure the personal services of the individual employed by and through whom Contractor performs work hereunder, shall not be assigned, sublet or transferred without the written consent of the City. 6. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Contractor shall abide by all statutes, ordinances, rules and regulations, including all non-discrimination laws, pertaining to the provisions of services to be provided. Any violation shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement notwithstanding other termination provisions contained herein. 7. DATA PRACTICES. Contractor agrees to comply with the Minnesota Government Data Practices Act (the "Act") and all other applicable state and federal laws relating to data privacy or confidentiality. Contractor will immediately report to the City any requests from third parties for information relating to this Agreement, or services provided thereunder. The City agrees to promptly respond to inquiries from the Contractor concerning data requests. All data created, collected, received stored, used, maintained or disseminated by Contractor in performing its obligations is subject to the requirements of the Act, and Contractor must comply with the requirements of the Act as if Contractor was a government entity. Contractor agrees to hold the City, Mayor, City Council Members, and employees harmless from any claims resulting from Contractor's failure to disclose data maintained by Contractor and authorized for release by the City, and from Contractor's unlawful disclosure or use of data protected under state and federal laws. 2 506454v4 RAA MU210-111 Any information, data, reports, records, contracts or other materials given to or prepared or assembled by Contractor under this Agreement shall be kept confidential and Contractor shall not make any of this material available to any individual or organization without prior approval of the City. At the termination of this Agreement, all information, data, reports, records, contracts or other materials relating to the Contractor's assignment under this Agreement shall remain the property of the City and be returned to the City within thirty (30) days upon termination of this Agreement. 8. TERM AND TERMINATION. This Agreement shall commence on or about August 29, 2017 and shall terminate upon employment of a permanent city administrator by the City. Notwithstanding this term, the Agreement may be terminated at any time and for any reason by either the City or the Contractor upon 30 days written notice. 9. INSURANCE. Contractor warrants and represents that Contractor is a limited liability company with no employees and therefore is exempt from liability for workers' compensation benefits under Chapter 176 of the Minnesota Statutes. As a result, Contractor does not have any entitlement or claim to workers' compensation benefits from the City. In addition, Contractor shall purchase and maintain general liability and automobile insurance to protect against claims for damages because of injury to persons or damage/destruction of any tangible property including loss of use resulting therefrom and from any claims arising out of the performance of this Agreement by the Contractor. The base limits for the general liability and automobile insurance policies shall be at least $1,000,000 combined single limit. Contractor shall provide the City with evidence of the foregoing insurance in the form of a certificate from the insurer naming all policies no later than thirty (30) days after the execution of this Agreement. All such insurance policies shall also contain a provision that they may not be cancelled unless prior written notice thereof is given to the City not less than sixty (60) business days prior to such cancellation date. GENERAL PROVISIONS. A. Notices. All notices, requests, and demands given to or made pursuant to this Agreement shall be in writing and personally delivered or mailed, postage prepaid, as follows: To City: Honorable Mayor and City Council City of Mounds View 2401 Mounds View Boulevard Mounds View, MN 55112 3 506454v4 RAA MU210-111 To Contractor: Fire Services Consulting LLC 2650 Fox Ridge Blaine, MN 55449 Attn: Nyle Zikmund B. Complete Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any oral or written agreements between the parties. This Agreement may only be modified by written agreement signed by both parties. C. Governing Law; Disputes. This Agreement shall be interpreted in accordance with the laws of the State of Minnesota. If the parties disagree upon the interpretation of this Agreement, and cannot resolve their differences in good faith, the parties agree that any dispute shall be resolved by a court of competent jurisdiction. D. Severability. The parties covenant and agree that the provisions herein are reasonable and not known to be in violation of any federal, state, or local law or regulation. In the event that a court of competent jurisdiction finds any provision contained herein to be illegal or unenforceable, such court may modify that provision to make it valid and enforceable. The declaration of a provision as unenforceable shall not invalidate any other provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. Date: , 2017. CITY OF MOUNDS VIEW By: Carol A. Mueller, Mayor ATTEST: By: James Ericson, City Administrator Date: , 2017. FIRE SERVICES CONSULTING LLC By: Nyle Zikmund Its: Chief Manager 4 506454v4 RAA MU210-111