9.5. SR 03-05-2018 E04y1� ,.,�� Request for Action
River
To Item Number
Mayor and City Council 9.5
Agenda Section Meeting Date Prepared by
General Business March 5, 2018 Cal Portner, City Administrator
Item Description Reviewed by
Local Option Sales Tax Study
Reviewed by
Action Requested
Direct,by motion, staff to engage the University of Minnesota Extension to complete a Local Option
Sales Tax and Ground-truth Study for the City of Elk River.
Background/Discussion
Mayor Dietz spoke with Sherburne County Public Works Director Andrew Witter and University of
Minnesota Extension Service Community Economics Educator Neil Linscheid regarding Local Option
Sales Tax (LOST) and ground-truth study. The ground-truth of the data includes analysis of local retail
market interviews to find who will be paying the tax (local vs. non-locals).
County leaders are exploring a LOST for transportation programs and projects which is allowed by state
law by Greater Minnesota counties.
The UM will conduct a LOST study producing a) an overview of the city economy,b) a trend analysis of
taxable sales in the city from 1990 to 2015, c) estimates of tax proceeds generated at different levels of
taxation, and d) an estimate of what proportion of the tax proceeds may be paid by permanent,year-
round residents vs visitors, travelers and seasonal residents.
The study findings will be presented in a concise report. An Extension educator will be available for a
public presentation and Q&A about the study.
Financial Impact
A study with ground-truthing typically costs $1,500. Because the county is also doing a study, the UM has
agreed to charge each $1,250.
Attachments
■ Contract
The Elk River Vision
A PehoMing community Pitb revolutionary and spirited resourcefulness, exceptional P,`01 W E H E 8 6 T
service, and community engagement that encourages and inspires prosperity INAMIRE1
vim�
For Internal Use Only For Internal Use Only
Depts must provide: OES must provide:
ESAF# OES Contract#
Chart/Field Account No. Analyst
Customer ID#
UNIVERSITY OF MINNESOTA
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") is between the Regents of the
University of Minnesota (the "University"), a Minnesota constitutional corporation, and City of
Elk River, a local unit of government (the "Company"). This Agreement is entered into by
University through its public works department.
The parties agree as follows:
1. Description of Services. University shall perform the following services for Company:
The University will conduct a LOST study after ground-truthing the analysis with
local individuals who know the local retaill market producing a) an overview of
the Elk River economy, b) a trend analysis of taxable sales in Sherburne County,
Elk River, and Big Lake from 1990 to 2015 or for the years where data is
available, c) estimates of tax proceeds generated at different levels of taxation for
the City of Elk River, and d) an estimate of what proportion of the tax proceeds
may be paid by permanent, year-round residents vs visitors, travelers and seasonal
residents for Sherburne County. Study findings will be presented in a concise
report. An Extension educator will be available for a public presentation and
Q&A about the study.
("Services"). Reference to Services in this Agreement shall be deemed to include any
deliverables provided to Company in connection with the Services, including without limitation,
reports, results, materials, products, and information.
2. Compensation. For the Services performed under Section 1, Company shall pay
University 1250 and 00/100 Dollars ($1250.00), plus any sales or use tax if applicable.
2.1 The compensation shall be paid in the following manner:
% upon the signing of this Agreement, with the balance payable as follows
(check one of the boxes below):
❑ monthly, based on work completed; or
® upon completion of the Services by University.
2.2 Invoices shall be payable net 30 days from date of invoice and sent to:
FORM:OGC-SC 102
Form Date:11.16.10
Form Revision Date:04.06.17
1
University of Minnesota Extension
Attn: Gelane Firisa
433 Coffey Hall
1420 Eckles Avenue
St. Paul, MN 55108-6070
Phone No.: 612-624-5429
Email: firis001@umn.edu
In the event the compensation is not a fixed firm price for the services, but instead is set forth on
an attached schedule and contains published rates, the University reserves the right to modify the
fees set forth thereon effective July 1 of each year of this Agreement.
3. Term. The term of this Agreement shall commence on 2.15.18 ("Effective Date") and
shall expire on 4.15.18 unless terminated earlier as provided in Section 4.
4. Termination. Either party may terminate this Agreement if the other party (i) fails to
perform any material obligation under this Agreement and (ii) does not correct such failure
within seven (7) days after having received written notice of such failure. Additionally, either
party may terminate this Agreement for its convenience upon thirty (30) days' prior written
notice to the other party. Upon any termination under this Section 4, Company shall promptly
pay University for all Services rendered and costs incurred up to and including the effective date
of termination.
5. DISCLAIMER OF WARRANTIES. UNIVERSITY MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT
LIMITATION, THE CONDITION, ORIGINALITY OR ACCURACY OF THE SERVICES
PERFORMED OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT. UNIVERSITY
EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE.
6. LIMITATION OF LIABILITY FOR BREACH OF CONTRACT. IN NO EVENT
SHALL EITHER PARTY'S LIABILITY FOR BREACH OF THIS AGREEMENT INCLUDE
DAMAGES FOR WORK STOPPAGE, LOST DATA, OR INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT), OF ANY KIND. EXCEPT FOR
EACH PARTY'S OBLIGATIONS UNDER SECTIONS 8.1 AND 8.2, EACH PARTY'S
LIABILITY TO THE OTHER FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED
AN AMOUNT EQUAL TO THE MONETARY CONSIDERATION PAID TO UNIVERSITY
UNDER THIS AGREEMENT.
7. Use of University Name or Logo. Company agrees not to use the name, logo, or any
other marks (including, but not limited to, colors and music) owned by or associated with
University or the name of any representative of University in any sales promotion work or
advertising, or in any form of publicity, without the prior written permission of University in
each instance. However, Company may use the name of University in a document required to be
filed with, or provided to, any governmental authority or regulatory agency to comply with
FORM:OGC-SC 102
Form Date:11.16.10
Form Revision Date:05.13.16
2
applicable legal or regulatory requirements. Company agrees to provide University with a copy
of any such document.
8. Indemnification.
8.1 Except as provided in Section 8.2, each party shall be responsible for its own acts
and omissions and the results thereof and shall not be responsible for the acts of the other party and
the results thereof. Liability of University is subject to the terms and limitations of the Minnesota
Tort Claims Act,Minnesota Statutes Section 3.736, as amended.
8.2 In the event of(i) use by Company (or any third party acting on behalf of or under
authorization from Company) of the Services or any information, reports, deliverables, materials,
products or other results of University's work under this Agreement or(ii) Company's infringement
of a third party's intellectual property rights or Company's violation of any law, rule, or regulation
in the provision of any materials to University, then Company shall indemnify, defend, and hold
harmless University, its regents, faculty members, students, employees, agents, contractors, and
authorized volunteer workers against any and all claims, costs, or liabilities, including attorneys'
fees and court costs at both trial and appellate levels, for any loss, damage, injury, or loss of life
(other than that attributable to willful, wanton or grossly negligent acts or omissions of University)
arising out of such events. The University shall provide Company with prompt written notice of
any such claim and reasonably work with Company in any defense of such claim.
8.3 Each party represents that it has and will continue to have at least the following
levels of insurance during the term of this Agreement: (i) as to University, Workers'
Compensation in statutory compliance with Minnesota law and General Liability insurance in an
amount not less than $1,000,000 each claim/$3,000,000 each occurrence; and (ii) as to Company,
General Liability insurance in an amount not less than $1,000,000 each occurrence/$2,000,000
annual aggregate. Certificates of all insurance detailed above shall be furnished to the other party
upon request.
9. Export Controls.
9.1 Company shall not convey export-controlled technical data, technology,
commodities, or software on the U.S. Munitions List, 22 C.F.R. pt. 121, or the Commerce
Control List, 15 C.F.R. pt. 774, to University without the prior written consent of University's
Export Controls Officer (J. Patrick Briscoe, bris0022@umn.edu, 612-625-3860). University
shall have the right to decline export controlled information or tasks requiring production of such
information. If the Services cannot reasonably be performed without University access to export-
controlled items, the Agreement may be terminated by either party for convenience in accordance
with Section 4, except that such termination shall occur immediately upon written notice to the
other instead of at the end of the 30-day period set forth in Section 4.
9.2 Company represents that the items being procured (a) are not specifically
designed or modified for military purposes or specifications, and (b) will not be used in
connection with the development or use of any missiles or chemical, biological, or nuclear
weapons.
FORM:OGC-SC 102
Form Date:11.16.10
Form Revision Date:05.13.16
3
10. General Provisions.
10.1 Amendment. This Agreement shall be amended only in writing duly executed by
all the parties to this Agreement.
10.2 Assi nom. The parties may not assign any rights or obligations of this
Agreement without the prior written consent of the other party. Any assignment attempted to be
made in violation of this Agreement shall be void.
10.3 Entire Agreement. This Agreement (including all documents attached or
referenced) is intended by the parties as the final and binding expression of their agreement and
as the complete and exclusive statement of its terms. This Agreement cancels, supersedes and
revokes all prior negotiations, representations and agreements between the parties, whether oral
or written, relating to the subject matter of this Agreement, including without limitation, any
non-disclosure agreements. The terms and conditions of any purchase order or similar document
submitted by Company in connection with the services provided under this Agreement shall not
be binding upon University.
10.4 Force Majeure. No party to this Agreement shall be responsible for any delays or
failure to perform any obligation under this Agreement due to acts of God, strikes or other
disturbances, including, without limitation, war, insurrection, embargoes, governmental
restrictions, acts of governments or governmental authorities, and any other cause beyond the
control of such party. During an event of force majeure the parties' duty to perform obligations
shall be suspended.
10.5 Governing Law and Jurisdiction. The internal laws of the state of Minnesota shall
govern the validity, construction and enforceability of this Agreement, without giving effect to
its conflict of laws principles. All suits, actions, claims and causes of action relating to the
construction, validity, performance and enforcement of this Agreement shall be in the courts of
Hennepin County, Minnesota.
10.6 Independent Contractor. In the performance of their obligations under this
Agreement, the parties shall be independent contractors, and shall have no other legal
relationship, including, without limitation, partners, joint ventures, or employees. Each party's
employees (i) shall be regarded as the employees of such party and shall not be regarded as the
employees of the other party; (ii) shall be subject to the employment policies and procedures of
such party and shall not be subject to the employment practices and procedures of the other
party; and (iii) shall not be entitled to any employment benefits of the other party. Neither party
shall have the right or power to bind the other party and any attempt to enter into an agreement in
violation of this Section 10.6 shall be void. Neither party shall take any actions to bind the other
party to an agreement.
10.7. Notices. All notices and other communications that a party is required or elects to
deliver shall be in writing and shall be delivered personally or by a recognized courier service or
by United States Mail (first-class, postage pre-paid, certified return receipt requested) to the
FORM:OGC-SC 102
Form Date:11.16.10
Form Revision Date:05.13.16
4
other party at the following addresses. Such notices and other communications shall be deemed
made when delivered; submitted to the courier service; or, with respect to U.S. mail, three days
after mailing.
If to University: Attn: Neil Linscheid
3601 18th Street, Suite 11
St. Cloud MN 56258-2087
Phone No.: 651-334-2373
E-mail Address: lins0041@unm.edu
With a copy to: University of Minnesota
Office of the General Counsel
Attn: Transactional Law Services Group
360 McNamara Alumni Center
200 Oak Street SE
Minneapolis, MN 55455-2006
E-Mail: contracts@mail.ogc.umn.edu
With a copy to: University of Minnesota
Office of External Sales
295 West Bank Office Building
11300 South Second Street
Minneapolis, MN 55454
E-Mail: extsales@umn.edu
If to Company: City of Elk River
Attn: Calvin Portner
13065 Orono Parkway
Elk River, MN 55330
Phone No.: 763-635-1001
E-mail Address: cportner@elkrivermn.gov
10.8 Taxes and Similar Fees. In addition to the payment obligation in Section 2,
Company is responsible for the payment of any and all income, sales, use, consumption, value
added, excise, custom duties or other taxes and similar fees in connection with this Agreement,
levied or required to be withheld from payment(s) to University by any taxing authority or any
other body having jurisdiction under any present or future laws. To the extent that Company is
required to withhold or deduct taxes or similar fees on any payment to be made to University,
then the amount payable shall be increased by the amount that will result in University receiving
a net payment in the amount it would have received absent such withholding or deduction. If
University is required to pay any of such fees and/or taxes or any related penalties or interest,
then any such payments shall be reimbursed to University by Company.
10.9. Breach, Attorneys' Fees. In the event it fails to perform any of its obligations
under this Agreement, Company shall reimburse University for all University's costs and
FORM:OGC-SC 102
Form Date:11.16.10
Form Revision Date:05.13.16
5
expenses (including reasonable attorneys' fees, court costs, and costs of investigation) to enforce
this Agreement,regardless of whether a suit or action had been commenced or concluded.
10.10. Survival. Upon termination or expiration of this Agreement, Sections 2, 5, 6, 7, 8,
9, and 10 shall survive.
IN WITNESS WHEREOF, the parties have entered into the Agreement as of the dates
indicated below. Each individual signing below represents that they have the authority to bind
the party on whose behalf they are signing.
Regents of the University of Minnesota City of Elk River Minnesota
By: By:
Name: Name: Calvin Portner
Title: Title: City Administrator
Date: Date:
FORM:OGC-SC 102
Form Date:11.16.10
Form Revision Date:05.13.16
6