05-944r
118
HRA RESOLUTION NO. 944.
A RESOLUTION ACCEPTING ASSIGNMENT OF A
CERTAIN CONTRACT FROM THE CITY OF RICHFIELD
WHEREAS, the City of Richfield has entered into a certain Professional Services
Agreement with Conworth, Inc. dated April 26, 2005 (the "Contract"), attached as Exhibit A,
for the provision of services related to the possible acquisition of six properties near Cedar
Avenue; and
WHEREAS, the City entered into the Contract and proposed to fund the Contract
utilizing funds provided in accordance with a Cooperative Agreement approved by the City on
January 25, 2005 and by the Housing and Redevelopment Authority in and for the City of
Richfield (the "Authority") on January 18, 2005 and entered into among the City, the
Authority, Hennepin County, and the Hennepin County Housing and Redevelopment
Authority (the "Cooperative Agreement"); and
WHEREAS, the Cooperative Agreement contemplates that the Authority would
undertake the acquisition activities referenced in the Cooperative Agreement; and
WHEREAS, the City Council did on May 10, 2005 adopt a resolution assigning the
City's interest and obligations in the Contract to the Authority; and
WHEREAS, the Authority believes it desirable and appropriate that it accept the
assignment of the Contract.
NOW, THEREFORE, BE IT RESOLVED by Housing and Redevelopment Authority
in and for the City of Richfield:
1. The assignment of the City's interest under the Contract to the Authority is
hereby accepted, subject to the consent of Conworth, Inc.
2. The Authority shall be responsible for the payment of all fees and charges
incurred under the Contract for work and services performed, but not paid,
prior to the date of assignment.
3. The Authority designates the Executive Director, or that person's designee in
writing as the Authority contact person for matters pertaining to the Contract.
4. This resolution is effective upon adoption.
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Adopted this 16th day of May, 2005.
ATTEST:
~611d ~W
Kristal Stokes, Secretary
IL-
Thomas E. Harms, Chair
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EXHIBIT A to R solution
PROFESSIONAL SERVICES AGREEMENT
Conworth, Inc.
THIS AGREEMENT made and entered into by and between the City of Richfield,
State of Minnesota, hereinafter referred to as the "CITY", and Conworth, Inc., hereinafter
referred to as "CONWORTH".
WITNESSETH:
WHEREAS, the CITY wishes to purchase the services of CONWORTH; and
WHEREAS, there are funds available for the purchase of these services.
NOW, THEREFORE, in consideration of the mutual undertakings and agreements
hereinafter set forth, the CITY and CONWORTH agree as follows:
1. TERMS AND COST OF THE AGREEMENT
CONWORTH agrees to furnish services to the CITY for the implementation of
various phases of a land acquisition process that include appraisal and review
appraisal (if required), acquisition, relocation, property management, professional
environmental services, demolition specifications and related activity services, well
capping (if required) and legal services in the Cedar PointlProject area, specifically
related to 6300,6320,6400,6500,6520, and 6528!ICedar Avenue, as described in
the CONWORTH proposal dated April 18, 2005. The total cost of this Agreement
shall not exceed $144,350.00 unless amended by the CITY. This figure does not
include the cost for title insurance, well capping (if required), fixture appraisals (if
required) and review appraisals (if required). Should these additional services be
required, an amendment to the AGREEMENT will be necessary. All reports,
memos, and other data produced by CONWORTH become the property of the
CITY.
2. PAYMENT FOR SERVICES
Invoices may be submitted monthly. Payment for services shall be made directly to
CONWORTH by check. Invoices shall be of sufficient detail for the CITY to
determine the line item task being completed. Payment shall be made within 30
days of receipt of an invoice by the CITY. The cost of the work conducted under
this Agreement shall not exceed $144,350.00 unless amended by the CITY.
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3. INDEPENDENT CONTRACTOR
CONWORTH shall select the means, method, and manner of performing the
services herein in consultation with the CITY. Nothing is intended or should be
construed in any manner as creating or establishing the relationship of copartners
between CONWORTH and the CITY or as constituting CONWORTH as the agent,
representative, or employee of the CITY for any purpose or in any manner
whatsoever. CONWORTH is to be and shall remain an independent contractor with
respect to all services performed under this Agreement. CONWORTH represents
that it has or will secure at its own expense all personnel required in performing
services under this Agreement. Any and all personnel of CONWORTH or other
persons while engaged in the performance of any work or services required by this
Agreement shall have no contractual relationship with the CITY, and shall not be
considered employees of the CITY. Any and all claims that mayor might arise
under the Unemployment Compensation Act or the Workers' Compensation Act of
the State of Minnesota on behalf of said personnel, arising out of employment or
alleged employment, including, without limitation, claims of discrimination against
CONWORTH, its officers, agents, contractors, or employees shall in no way be the
responsibility of the CITY. CONWORTH shall defend, indemnify, and hold the
CITY, its officers, agents, and employees harmless from any and all such claims
irrespective of any determination of any pertinent tribunal, agency, board,
commission, or court. Such personnel or other persons shall neither require nor be
entitled to any compensation, rights, or benefits of any kind whatsoever from the
CITY, including, without limitation, tenure rights, medical and hospital care, sick and
vacation leave, Workers' Compensation, Unemployment Insurance, disability,
severance pay, and PERA.
4. NONDISCRIMINATION
The CITY operates in accordance with the City of Richfield's policies against
discrimination. No person shall be excluded from or denied the benefits of any
service performance or contemplated under the terms of this Agreement on the
grounds of race, color, creed, religion, age, sex, disability, marital status, public
assistance status, ex-offender status, or national origin; and no person who is
protected by applicable Federal or State laws against discrimination shall be
otherwise subjected to discrimination. CONWORTH shall (1) furnish all information
and reports which may be required by the City's Affirmative Action Policy, and (2) it
shall comply with the City's Equal Employment Opportunity/Affirmative Action
Policies with regard to employment and contracting (See Exhibit A).
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5. INDEMNITY AND INSURANCE
CONWORTH agrees to defend, indemnify, and hold the CITY, its officers, and
employees harmless from any liability claims, damages, costs, judgments, or
expenses, including reasonable attorney, fees, resulting directly or indirectly from a
negligent act or omission (including without limitation professional errors or
omissions) of CONWORTH, its agents, employees, or assignees in performance of
the services provided by this contract, and against all loss by reason of the failure of
CONWORTH to fully performance in any respect, all obligations under this contract.
6. RECORDS - AVAILABILITY
CONWORTH agrees that the CITY, the State Auditor, or any of their duly
authorized representatives at any time during normal business hours and as often
as they may reasonably deem necessary, shall have access to and the right to
examine, audit, excerpt, and transcribe any books, documents, papers, records,
etc., which are pertinent to the accounting practices and procedures of
CONWORTH and involve transactions relating to this Agreement. Records shall be
retained for three years from date of final payment with respect to the project.
7 . DATA PRACTICES COMPLIANCE
This contract is governed by Minnesota Statutes, ~ 13.05, subds. 6 and 11, the
provisions of which are incorporated by reference into this contract. The CITY
agrees to give CONWORTH access to data collected or maintained by the CITY as
necessary to perform CONWORTH 's obligations under this contract. CONWORTH
agrees to maintain all data obtained from the CITY consistent with the requirements
of the Minnesota Government Data Practices Act, Minn. Stat. ~~ 13.02 et seq. (the
"Act"). CONWORTH will not release or disclose the contents of data classified as
not public to any person except at the written direction of the CITY. CONWORTH
agrees to defend and indemnify the CITY from any claim, liability, damage or loss
asserted against CITY as a result of CONWORTH 's failure to comply with the
requirements of this paragraph; provided that CONWORTH shall have no duty to
defend or indemnify where the CONWORTH has acted in conformance with the
CITY's written directions. Upon termination of this contract, CONWORTH agrees to
return data to the CITY, as requested by the CITY.
8. NON-ASSIGNMENT
CONWORTH shall not assign, subcontract, transfer, or pledge this contract and/or
the services to be performed hereunder, whether in whole or in part, without the
prior written consent of the CITY.
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9. MERGER AND MODIFICATION
a. It is understood and agreed that the entire Agreement between the parties is
contained herein and that Agreement supersedes all oral agreements and
negotiations between the parties relating to the subject matter hereof. All
items referred to in this Agreement are incorporated or attached and are
deemed to be part of this Agreement.
b. Any material alterations, variations, modifications, or waivers of provisions of
this Agreement shall only be valid when they have been reduced to writing as
an amendment to this Agreement signed by the parties hereto.
10. DEFAULT AND CANCELLATION
a. If CONWORTH fails to perform any of the provisions of this Agreement or so
fails to administer the work as to endanger the performance of the
Agreement, this shall constitute a default. Unless the default is excused, the
CITY, may upon written notice, immediately cancel the Agreement in its
entirety.
b. The CITY's failure to insist upon strict performance of any provision or to
exercise any right under this Agreement shall not be deemed a
relinquishment or waiver of the same, unless consented to in writing. Such
consent shall not constitute a general waiver or relinquishment throughout
the entire term of the Agreement.
c. This Agreement may be canceled without cause by either party upon thirty
(30) days written notice.
11. CONTRACT ADMINISTRATION
In order to coordinate the services of CONWORTH with the activities of the CITY so
as to accomplish the purposes of this contract, John Stark, Assistant Director of
Community Development, shall manage this contract on behalf of the CITY.
In addition, from time to time, meetings shall be held between CONWORTH and
CITY staff. CONWORTH may also report directly to the City Council of the CITY.
12. NOTICES
Any notice or demand which must be given or made by a party hereto under the
terms of this Agreement shall be in writing.
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Notices shall be sent as follows:.
Community Development Department
John Stark, Assistant Director of Community Development
City Hall
6700 Portland Avenue South
Richfield, MN 55423
Conworth, Inc.
Ken Helvey
4725 Excelsior Boulevard
Suite #200
Minneapolis, MN 55416
CONWORTH having signed this contract, and the CITY having duly approved this contract
on , 2005, and pursuant to such approval and the proper CITY
officials having signed this contract, the parties hereto agree to be bound by the provisions
herein set forth.
CITY OF RICHFIELD, MINNESOTA
By:
Martin L. Kirsch
Its: Mayor
By:
Steven L. Devich
Its: City Manager
CONWORTH, INC.
By:
Ken Helvey
Its: Vice President
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EXHIBIT A
AFFIRMATIVE ACTION REQUIREMENTS
On January 1, 1988, the Richfield City Council approved an affirmative action program
which requires the City "to provide equality of opportunity in employment to all person and
to prohibit discrimination because of race, color, religion, national origin, place of residents,
political affiliation, disability, marital status, status with regard to public assistance, sex, or
age in all aspects of the City's personnel policies, programs, and practices".
The program further requires that the City support the various relationships with
contractors, subcontracts and vendors. Therefore, requirements have been adopted for
contracts as follows:
a. The contractor shall submit a signed statement (Exhibit B) signifying that they are in
compliance with the standards of equal employment and anti-discrimination as cited
in the Civil Rights Act of 1964 as amended in 1972 by the Equal Employment
Opportunity Act.
b. In accordance with the City of Richfield's Affirmative Action policy, no person shall,
on the ground of race, creed, color, sex, age, disability, or national origin be
excluded from full employment rights in, participation in, be denied the benefits of,
or be otherwise subjected to discrimination under any program, service, or activity
for which the parties received, or will receive financial assistance under the
provisions of any and all applicable federal and state laws against discrimination.
The contractor will furnish all information and reports if required by the City of
Richfield or by Executive Order No. 11246 and Revised Order No.4, and by the
rules and regulations and orders of the Secretary of Labor or the State of Minnesota
for purposes of investigation to ascertain compliance with such rules, regulations,
and orders.
c. 1971 Minnesota Statutes 181.59 is made a part of this contract. See
Exhibit C.
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EXHIBIT B
STATEMENT OF COMPLIANCE
The undersigned, in his/her capacity as agent for CONWORTH, hereby states that
CONWORTH is in compliance with the standards of equal employment and anti-
discrimination as cited in the Civil Rights Act of 1964 as amended in 1972 by the Equal
Employment Opportunity Act.
Dated:
By:
Its:
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EXHIBIT C
181.59 DISCRIMINATION ON ACCOUNT OF RACE, CREED, OR COLOR PROHIBITED
IN CONTRACT.
Every contract for or on behalf of the State of Minnesota, or any county, city, town,
township, school, school district, or any other district in the state, for materials, supplies, or
construction shall contain provisions by which the contractor agrees:
(1) That, in the hiring of common or skilled labor for the performance of any work
under any contract, or any subcontract, no contractor, material supplier, or vendor, shall,
by reason of race, creed, or color, discriminate against the person or persons who are
citizens of the United States or resident aliens who are qualified and available to perform
the work to which the employment relates;
(2) That no contractor, material supplier, or vendor, shall, in any manner,
discriminate against, or intimidate, or prevent the employment of any person or persons
identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent,
the person or persons from the performance of work under any contract on account of
race, creed, or color;
(3) That a violation of this section is a misdemeanor; and
(4) That this contract may be canceled or terminated by the state, county, city,
town, school board, or any other person authorized to grant the contracts for employment,
and all money due, or to become due under the contract, may be forfeited for a second or
any subsequent violation of the terms or conditions of this contract.
History: 1941 c 238; 1973 c 123 art 5 s 7; 1984 c 609 s 11
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Attachment A
Summary of Proposed Costs by Conworth, Inc.
Land Acquisition Services
6300,6320,6400, 6500,6520, 6528 Cedar Avenue
Appraisals
Review Appraisals
Fixture Appraisals
Environmental Audits
Legal Services
Title Insurance
Acquisition/Relocation Services
Property Management
Site Clearance
Well capping
Total not to exceed
*To be determined on a case-by-case basis.
CAH-262287v1
RC125-239
11
$15,500
*
*
$21,500
$7,350
*
$70,000
$20,000
$10,000
*
$144,350
ATTACHMENT 8
CEDAR POINT PROJECT, HENNEPIN COUNTY
MUL TIJURISDICTIONAL FUNDS
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DATE: 5-10-05