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HomeMy WebLinkAboutIV.D.B - Open To Business Contract1 Contract for Services for the Open To Business Program THIS AGREEMENT is dated December 29, 2023, and is between the Dakota County Community Development Agency (“CDA”) and Metropolitan Consortium of Community Developers, a Minnesota nonprofit corporation (“MCCD”). WHEREAS, the CDA, on behalf of itself and the 11 political subdivisions of the State of Minnesota listed on Exhibit A hereto (the “Local Government Entities”), which each have powers with respect to a city with a population over 10,000 (collectively the “Municipalities”), wishes to engage MCCD to render services under the model known as “Open To Business,” a program providing small business technical assistance and capital to existing businesses and residents and other parties interested in opening a business within Dakota County (the “County”) (the “Program”); and WHEREAS, MCCD has successfully provided the services required to administer and carry out the Program in Dakota County from 2013 – 2023; and WHEREAS, pursuant to CDA Resolution No. 23-6776, adopted on December 19, 2023, (the “Resolution”), the CDA is authorized to enter into this agreement with MCCD for the Program; and WHEREAS, pursuant to the Resolution and certain joint powers agreements to be entered into between the CDA and the Local Government Entities (the “Joint Powers Agreements”), the CDA will act as fiscal agent for the Local Government Entities in connection with this Agreement; and WHEREAS, the CDA will pay from its own funds 50 percent of the fee charged by MCCD for the Program in the Municipalities and 100 percent of the fee charged by MCCD for the Program in the small cities and townships within the County with populations less than 10,000 residents (“Small Cities and Townships”), as further described herein and in Exhibit A; and WHEREAS, pursuant to the Joint Powers Agreements, the Local Government Entities will be required to pay a Participation Fee to the CDA in accordance with the schedule in Exhibit A, representing the remaining 50 percent of the fee charged by MCCD for the Program in the Municipalities. Now therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: TIME OF PERFORMANCE The term of this Agreement and the period during which MCCD will provide services hereunder will commence upon the first day of January 2024, and automatically renew January 1, 2025, and January 1, 2026. This agreement will terminate on December 31, 2026, DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 2 subject to earlier termination as provided herein. MCCD will perform the services necessary to carry out the Program as promptly as possible, and with the fullest due diligence. COMPENSATION The CDA will compensate MCCD annually for its services hereunder an amount equal to One Hundred Sixty-Five Thousand Dollars ($165,000) (“Contract Amount”). The CDA will pay such an amount in two equal installments, the first no earlier than March 1st and the second no earlier than September 30th, upon receipt of invoices from MCCD. Subject to the limits above, payments will be due within 15 days of receipt of the respective invoices. The portion of the Contract Amount payable from Participation Fees will be payable by the CDA only from and to the extent such Participation Fees are paid by the respective Local Government Entities. In the event a Local Government Entity does not pay the CDA its Participation Fee in amounts and by deadline described in Exhibit A, the CDA will notify MCCD, and MCCD will immediately cease the Program in that Municipality. Upon such termination, the Contract Amount will be reduced by an amount equal to the Participation Fee which such Local Government Entity did not pay and the amount the CDA would have paid as a matching payment. SCOPE OF SEVICES MCCD will provide technical assistance and access to capital to existing businesses, residents and those parties interested in starting a business in any of the Municipalities, Small Cities, and Townships within Dakota County as further described on Exhibit B and Exhibit C hereto, which sets forth the Dakota Open To Business Program Scope of Services. REPORTING MCCD will submit quarterly reports to the CDA and Municipalities in form and substance acceptable to the CDA and Municipalities. Reports will provide information in the agreement for County and will include a sub-report for each Municipality and each of the Small Cities and Townships Reports will include the following information:  Number of inquiries, entrepreneurs, and businesses served  Hours of technical assistance provided  Hours of dedicated program (including but not limited to – city initiatives, program outreach, public events, city meetings, research, client follow-up, general inquiries)  Type of business/industry  Annual sales revenue  Number of businesses opened  Number of businesses expanded/stabilized DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 3  Number and amount of financing packages  Demographic information on entrepreneurs  Business city and/or resident city The required reporting schedule is as follows: 1st quarter January – March, report due April 30th 2nd quarter April – June, report due July 31st 3rd quarter July – September, report due October 31st 4th quarter October – December, report due January 31st In addition to the foregoing, MCCD will provide additional reports as reasonably requested by the CDA or Local Government Entities. Client confidentiality being a core component of the service model, MCCD will not typically report specific client/business information in its regular reporting, However, with permission from the client, MCCD will produce profiles of successful clients for publication dissemination and media release. PERSONNEL MCCD represents that it has, or will employ or contract for, at its own expense, all personnel required to perform the services necessary to carry out the Program. Such personnel will not be employees of, or have any contractual relationship with, the County, the CDA, or any of the Local Government Entities. No tenure or any other rights or benefits, including worker’s compensation, unemployment insurance, medical care, sick leave, vacation pay, severance pay, or any other benefits available to County, CDA, or any of the Local Government Entities’ employees shall accrue to MCCD or employees of MCCD performing services under this Agreement. MCCD is an independent contractor. All of the services required to carry out the Program will be performed by MCCD and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and local law to perform such work. Natalie Mouislo shall be the dedicated MCCD Program advisor for the County, CDA, and Local Government Entities for the duration of this Agreement. If there are material1 changes to Ms. Mouilso’s position with MCCD during the time of this Agreement, the CDA will be informed by MCCD immediately. 1 Material is defined as any event or events that would prohibit Ms. Mouislo from being the full-time Program Advisor for Dakota County. DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 4 USE OF CDA OFFICE SPACE The CDA will make available a cubicle space for MCCD personnel at the CDA office building for use by MCCD in carrying out the Program. MCCD personnel will have access to the CDA meeting rooms, wireless internet services, copy machines, and printers. MCCD personnel shall comply with all CDA office rules and policies regarding the use of CDA office space, equipment, and internet access. If the CDA, in its sole direction, determines that MCCD personnel has failed to comply with CDA office rules and policies, MCCD personnel will be required to vacate the CDA office and the CDA will cease to provide MCCD office space to carry out the Program. INTEREST OF MEMBERS OF THE CDA AND OTHERS No officer, member, or employee of the CDA and no member of its governing body, and no other public official or governing body of any locality in which the Program is situated or being carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the Program, will participate in the decision relating to this Agreement which affects he/she is, directly or indirectly, interested or has any personal or pecuniary interest, direct or indirect, in this Agreement. ASSIGNABILITY MCCD will not assign any interest in this Agreement and will not transfer any interest in the same without the prior written approval of the CDA. COMPLIANCE WITH LOCAL LAWS MCCD agrees to comply with all federal laws, statutes, and applicable regulations of the State of Minnesota and the ordinances of the Local Government Entities. INSURANCE General Terms. In order to protect itself and to protect the CDA under the indemnity provisions set forth above Contractor shall, at Contractor's expense, procure and maintain a policy of Professional Liability (PL) insurance covering the term of this Contract. Such policy of PL insurance shall apply to the extent of, but not as a limitation upon or in satisfaction of, the indemnity provisions herein. All retentions and deductibles under such policies of insurance shall be paid by Contractor. Each such policy of insurance shall contain a clause providing that such policy shall not be cancelled by the issuing insurance company without at least 30 days’ written notice to the CDA of intent to cancel. Certificates. Prior to or concurrent with execution of this Contract, Contractor shall file certificates of such policies of insurance with the CDA. Failure to Provide Proof of Insurance. The CDA may withhold payments or immediately terminate this Contract for failure of Contractor to furnish proof of insurance coverage or to comply with the insurance requirements as stated above. INDEMINFICATION MCCD agrees to defend, indemnify, and hold harmless the County, the CDA, the Local Government Entities, and each of their respective officials, agents, volunteers and employees DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 5 from any liability, claims, causes of action, judgements, damages, losses, costs, or expenses, including reasonable attorney’s fees, resulting directly or indirectly from any act or omission of MCCD, its subcontractors, anyone directly or indirectly employed by MCCD or any if its subcontractors, and/or anyone for whose acts and/or omissions MCCD may be liable in the performance of the services required by this Agreement, and against all loss by reason of failure of MCCD to perform any obligation under this Agreement. NOTICES A notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by mail, portage prepaid, return receipt requested, or delivered personally; and (a) In the case of MCCD is addressed or delivered personally to: Tyler Hilsabeck Metropolitan Consortium of Community Developers 3137 Chicago Avenue South Minneapolis, MN 55407 (b) In the case of the CDA is addressed or delivered personally to: Lisa Alfson, Director of Community and Economic Development Dakota County Community Development Agency 1228 Town Centre Drive Eagan, MN 55123 Or at such other address with respect to any party as that party may designate in writing and forward to the other as provided in this Section. MODIFICATION This Agreement may not be modified, changed, or amended in any manner whatsoever without the prior written approval of all the parties hereto. NON-DISCRIMATION In connection with its activities under this Agreement, MCCD will not violate any Federal or State laws against discrimination. DEFAULT AND CANCELLATION Failure of the MCCD to perform any of its obligations under this Agreement to the satisfaction of the CDA will constitute in a default hereunder. If a default occurs, MCCD will have 60 days to cure any and all defaults and come into compliance with this Agreement. MCCD will immediately notify the CDA of any default. MCCD and the CDA will develop agreed upon milestones that must be met within the 60-day period to avoid cancellation of this Agreement. DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 6 The primary default would be the loss of Ms. Mouilso as the dedicated MCCD Program advisor. If Ms. Mouilso is no longer the dedicated MCCD Program advisor, MCCD will be expected to meet the following milestones within the 60-day period – 1. MCCD will inform the CDA within 48 hours of Ms. Mouilso’s employment departure notice. 2. The name and contact information of the interim MCCD Program advisor for Dakota County will be shared with CDA and Local Government Entities within three business days of Ms. Mouilso’s departure notice. 3. MCCD will continue to actively work with Dakota County clients on a full-time basis in the event of a default and respond to client communication in a timely manner as defined elsewhere in this Agreement. 4. MCCD will continue to track and input client data to ensure the quarterly report is accurate when generated (see REPORTING section, page 2, for details). 5. MCCD staff, including the interim MCCD Program advisor, will meet with CDA staff weekly (at a minimum) to provide updates on clients, Program work in Dakota County, etc. Local Government Entities will be invited to these meetings. 6. MCCD will continue to actively market the MCCD Program in the same capacity as prior to the default. 7. Hiring a new dedicated MCCD Program advisor for Dakota County is not expected within 60 days of the default; however, steps to secure a new, qualified, full-time MCCD Program advisor will occur within the 60 days. Steps taken to secure a new advisor will be regularly communicated to CDA. If a default is not remedied in 60 days, and/or the agreed upon milestones are not met within the 60 days, the CDA may cancel this Agreement in its entirety by five additional days’ written notice to MCCD. MINNESOTA LAWS GOVERN The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County. Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the State of Minnesota. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 7 DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY By:_______________________________ Tony Schertler, Executive Director Date: _____________________________ MCCD By: Printed Name: Elena Gaarder Printed Title: Chief Executive Officer Date: DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 12/29/2023 12/29/2023 8 Exhibit A 2024, 2025 & 2026 Local Government Entity Annual Participation Fee Schedule Municipality Local Government Entity Total Fee CDA Share of Fee Local Government Entity Participation Fee Lakeville City of Lakeville $21,380 $10,690 $10,690 Eagan Eagan Economic Development Authority $21,280 $10,640 $10,640 Burnsville Burnsville Economic Development Authority $21,000 $10,500 $10,500 Apple Valley Apple Valley Economic Development Authority $18,000 $9,000 $9,000 Inver Grove Heights Inver Grove Heights Economic Development Authority $14,000 $7,000 $7,000 Rosemount Rosemount Port Authority $11,300 $5,650 $5,650 Farmington Farmington Economic Development Authority $11,000 $5,500 $5,500 Hastings Hastings Economic Development and Redevelopment Authority $11,000 $5,500 $5,500 South St. Paul South St. Paul Economic Development Authority $10,800 $5,400 $5,400 West St. Paul West St. Paul Economic Development Authority $10,800 $5,400 $5,400 Mendota Heights City of Mendota Heights $6,000 $3,000 $3,000 Small Cities and Townships n/a $8,440 $8,440 $0 Total $165,000 $86,720 $78,280 DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 9 Exhibit B Dakota Open To Business Program Scope of Services Open To Business (“OTB”) Technical Assistance Services MCCD will provide intensive one-on-one technical assistance to Municipalities’ and Small Cities’ and Townships’ businesses, residents and aspiring entrepreneurs intending to establish, purchase, or improve a business in Municipalities and Small Cities and Townships within Dakota County. MCCD will dedicate one full time staff person based in Dakota County to provide the Technical Assistance Services (“Dakota OTB Staff”). In addition, MCCD will make available the expertise of all MCCD technical and support staff in the delivery of services to Dakota Open to Business Program. Technical assistance includes, but is not limited to, the following:  Business plan development  Feasibility analysis  Marketing  Cash flow and other financial projection development  Operational analysis  City and State licensing and regulatory assistance  Loan packaging, and other assistance in obtaining financing  Help in obtaining competent legal advice MCCD Dakota OTB Staff will be available to meet clients at the CDA office building, various Municipality city halls, County libraries, or at the client’s place of business. Client meetings may also be held virtually and/or on the phone. Open To Business Access to Capital Access to capital will be provided to qualifying businesses through MCCD’s Emerging Small Business Loan Program (see Exhibit C Small Business Loan Program Guidelines below). MCCD also provides it’s financing in partnership with other community lenders, banks or Local Government Entities interested in making capital available to residents and/or businesses in their community. Ribbon Cuttings & Grand Openings MCCD Dakota OTB staff will assist the CDA and Local Government Entities with the coordination of ribbon cuttings and grand openings for Program clients within Dakota County who wish to participate to ensure that all Program clients receive the option of this introduction into their communities. Coordinating efforts may include promoting the event, finalizing date/time of event with Program client, sending out invitations, and taking photographs. DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C 10 EXHIBIT C Small Business Loan Program Guidelines Loan Amounts: • Up to $25,000 for start-up businesses • Larger financing packages for established businesses • Designed to leverage other financing programs as well as private financing provided by the commercial banking community. Eligible Projects: • Borrowers must be a “for-profit” business. • Business must be complimentary to existing business community. • Borrowers must have equity injection as determined by fund management. Allowable Use of Proceeds: • Loan proceeds can be used for working capital, inventory, building and equipment and general business operations. Interest Rates: • The loan interest rate is dependent on use, term and other factors, not to exceed 7%. Loan Term Length: • Loan repayment terms will generally range from three to five years but may be substantially longer for major asset financing such as commercial property. Fees and Charges: • Borrowers are responsible for paying all customary legal and other loan closing costs. DocuSign Envelope ID: 743DDAE5-4022-44F9-A734-05B673C5AB0C Joint Powers Agreement JOINT POWERS AGREEMENT Open to Business Program THIS JOINT POWERS AGREEMENT (this “Agreement”), is made as of January 1, 2024, by and between the DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY (the “CDA”), a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “State”), and each of the BURNSVILLE ECONOMIC DEVELOPMENT AUTHORITY, CITY OF LAKEVILLE, CITY OF MENDOTA HEIGHTS, INVER GROVE HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY, EAGAN ECONOMIC DEVELOPMENT AUTHORITY, HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY, ROSEMOUNT PORT AUTHORITY, FARMINGTON ECONOMIC DEVELOPMENT AUTHORITY, SOUTH ST. PAUL ECONOMIC DEVELOPMENT AUTHORITY, AND WEST ST. PAUL ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA (each individually a “Local Government Entity” and together the “Local Government Entities”), each a political subdivision of the State. RECITALS: A. In order to pursue common goals of fostering economic development, the CDA and the Local Government Entity Cities desire to engage the Metropolitan Consortium of Community Developers, a Minnesota non-profit corporation (“MCCD”) to undertake the “Open To Business Program” (the “Program”) within Dakota County (the “County”). B. Pursuant to the Program, MCCD will provide technical assistance and access to capital to small business and potential entrepreneurs in the County. C. The CDA and the Local Government Entities propose to jointly exercise their common economic development powers to undertake the Program. NOW, THEREFORE, in consideration of the mutual covenants and obligations of the CDA and each of the Local Government Entities, each party does hereby represent, covenant and agree with the others as follows: Section 1. Representations. Each of the Local Government Entities and the CDA makes the following representations as to itself as the basis for the undertaking on its part herein contained: (a) It is a political subdivision of the State of Minnesota with the power to enter into this Agreement and carry out its obligations hereunder. Joint Powers Agreement 2 (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which it is now a party or by which it is bound, or constitutes an event of default under any of the foregoing. Section 2. Powers to be Exercised. The powers to be jointly exercised pursuant to this Agreement are the powers of the CDA and the Local Government Entities under Minnesota Statutes, Chapter 469, to undertake activities to promote economic development within their respective jurisdictions. Section 3. Method for Exercising Common Powers; Funds. The CDA, on its own behalf and on behalf of the Local Government Entities, will initially enter into an agreement with MCCD in substantially the form attached hereto as Exhibit A (the “Agreement”) to engage MCCD to operate the Program within Dakota County. The CDA and each of the Local Government Entities will make payments to MCCD as described in Exhibit A of the Agreement. The CDA may from time to time execute and deliver documents amending, modifying, or extending the Agreement as it deems necessary or convenient, provided, that no such document will adversely affect services provided to, or amounts payable by, any Local Government Entity without the prior written consent of such Local Government Entity. Section 4. Limited Liability. Neither the CDA nor any of the Local Government Entities shall be liable for the acts or omissions of the other in connection with the activities to be undertaken pursuant to this Agreement. To the extent permitted by law, (a) the CDA hereby indemnifies the Local Government Entities for costs associated with claims made against the Local Government Entities directly relating to actions taken by the CDA, and (b) each Local Government Entity hereby indemnifies the CDA for costs associated with claims made against the CDA directly relating to actions taken by such Local Government Entity. Nothing herein shall be deemed a waiver by the indemnifying party of the limits on liability set forth in Minnesota Statutes, Chapter 466; and the indemnifying party shall not be required to pay, on behalf of the indemnified party, any amounts in excess of the limits on liability set forth in Minnesota Statutes, Section 466.04, less any amounts the indemnifying party is required to pay on behalf of itself, its officers, agents and employees for claims arising out of the same occurrence. Section 5. Conflict of Interests; Representatives Not Individually Liable. The CDA and each of the Local Government Entities, to the best of its knowledge, represents and agrees that no member, official or employee of their respective bodies shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official or employee of the CDA or any Local Government Entity shall be personally liable with respect to any default or breach by any of them or for any amount which may become due to the other party or successor or on any obligations under the terms of this Agreement. Joint Powers Agreement 3 Section 6. Term; Distribution of Property. The term of this Agreement shall expire on December 31, 2026. There is no property which will be acquired by the CDA or any Local Government Entity pursuant to the Program which would need to be distributed at the end of the term hereof. Section 7. Notices and Demands. A notice, demand or other communication under this Agreement by any party to another shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested or delivered personally to the person and at the addresses identified on each signature page hereto, or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. [Remainder of page intentionally left blank] Joint Powers Agreement A - 1 IN WITNESS WHEREOF, the CDA and the Local Government Entities have caused this Agreement to be duly executed in their respective names and behalf as of the date first above written, with actual execution on the dates set forth below. DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY Dated:_____________________ By _______________________________ Its Executive Director Notice Address: Dakota County Community Development Agency 1228 Town Centre Drive Eagan, MN 55123 Attn: Lisa Alfson, Director of Community and Economic Development Joint Powers Agreement A - 8 HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY Dated: __________________ By _________________________________ Its:_________________________________ By _________________________________ John Hinzman Its Executive Director Notice Address: 101 East 4th Street Hastings, Minnesota 55033 Attn: Executive Director