08-07-24 City Council Agenda August 7, 2024 — 6:30 PM
Council Chambers
Hybrid Meeting
1.Call to Order
1A.Pledge of Allegiance and Land Acknowledgement
1B.Roll Call
2.Additions and Corrections to Agenda
3.Consent Agenda
Approval of Consent Agenda - All items listed under this heading are considered to be routine by
the City Council and will be enacted by one motion. There will be no discussion of these items
unless a Council Member so requests in which event the item will be removed from the general
order of business and considered in its normal sequence on the agenda.
3A.Approval of City Check Registers
3B.Boards, Commissions, and Task Forces:
3B.1.Accept Resignation from the Diversity, Equity, and Inclusion Commission
3C.Bids, Quotes, and Contracts:
3C.1.Approve Professional Services Agreement with Just Love LLC
3C.2.Approve Professional Services Agreement with Employee Strategies, Inc.
4.Public Hearing
5.Old Business
CITY COUNCIL REGULAR MEETING AGENDA
City Council meetings are being conducted in a hybrid format with in-person and remote options for
attending, participating, and commenting. The public can make statements in this meeting during
public comment sections, including the public forum beginning at 6:20 pm.
Remote Attendance/Comment Options:
Members of the public may attend this meeting by watching on cable channel 16, streaming on
CCXmedia.org, streaming via Webex, or by calling 1-415-655-0001 and entering access code 2634 682
1603 and webinar password 1234. Members of the public wishing to address the Council remotely
have two options:
Via web stream - Stream via Webex and use the ‘raise hand’ feature during public comment
sections.
Via phone - Call 1-415-655-0001 and enter meeting code 2634 682 1603 and webinar password
1234. Press *3 to raise your hand during public comment sections.
City of Golden Valley City Council Regular Meeting August 7, 2024 — 6:30 PM
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6.New Business
6A.Review of Council Calendar
6B.Mayor and Council Communications
1. Other Committee/Meeting updates
7.Adjournment
City of Golden Valley City Council Regular Meeting August 7, 2024 — 6:30 PM
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EXECUTIVE SUMMARY
Administrative Services
763-512-2345 / 763-512-2344 (fax)
Golden Valley City Council Meeting
August 7, 2024
Agenda Item
3A. Approval of City Check Registers
Prepared By
Jennifer Hoffman, Accounting Manager
Summary
Approval of the check register for various vendor claims against the City of Golden Valley.
Document is located on city website at the following location:
http://weblink-int/WebLink/Browse.aspx?id=1037405&dbid=0&repo=GoldenValley
The check register(s) for approval:
07-17-2024 Check Register
07-24-2024 Check Register
07-31-2024 Check Register
Financial or Budget Considerations
The check register is attached with the financing sources at the front of the document. Each check has
a program code(s) where it was charged.
Legal Considerations
Not Applicable
Equity Considerations
Not Applicable
Recommended Action
Motion to authorize the payment of the bills as submitted.
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EXECUTIVE SUMMARY
City Manager's Office
763-512-2345 / 763-512-2344 (fax)
Golden Valley City Council Meeting
August 7, 2024
Agenda Item
3B.1. Accept Resignation from the Diversity, Equity, and Inclusion Commission
Prepared By
Elinorah Sinyembo, Executive Assistant
Summary
Commissioner Drew Jones has submitted their resignation from the Diversity, Equity, and Inclusion
Commission.
Legal Considerations
This item does not require legal review.
Equity Considerations
This item does not require equity review.
Recommended Action
Motion to accept the resignation of Drew Jones from the Diversity, Equity, and Inclusion Commission,
effective July 25, 2024.
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EXECUTIVE SUMMARY
Administrative Services
763-512-2345 / 763-512-2344 (fax)
Golden Valley City Council Meeting
August 7, 2024
Agenda Item
3C.1. Approve Professional Services Agreement with Just Love LLC
Prepared By
Seth Kaempfer, Equity and Inclusion Manager
Summary
The City of Golden Valley is one of four cities who received a Reducing Harm Through Collaborative
Solutions grant from the Pohlad Family Foundation. The City, including its public safety leadership,
have committed to providing public safety through an equity lens that is inclusive and community
centered. One of the ways the City can create and maintain enhanced equitable systems is by
increasing employee understanding of the local and national issues that have faced cities and the
nation both presently and locally. As such, one of the activities of the grant agreement is to provide a
community partner program that seeks to conduct appropriate response and for this response to be
informed via the second component, which is direct community engagement. The project team for
this initiative includes the Interim Community Connections Specialist, Scarlett Gonzalez, Deputy City
Manger, Kirsten Santelices, and Assistant Chief of Police, Alice White.
The Community Partner Program sub-team of the Collaborative Solutions team reviewed several
proposals and selected Just Love for their commitment to the specific goals of the Pohlad Family
Foundation:
1. Innovate and transform traditional approaches to public safety.
2. Reduce the occurrence and severity of negative encounters between law enforcement and the
community.
3. Actively confront racial disparities and history of racism to improve safety, trust and greater
wellbeing among Black, Indigenous and people of color (BIPOC)
The project team looks forward to collaborating with Just Love to design and deliver both community
engagement and appropriate response efforts to the community of Golden Valley over the next 12
months.
Financial or Budget Considerations
$105,000 is funded through the Pohlad Family Foundation's Reducing Harm through Collaborative
Solutions grant.
Legal Considerations
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This agreement was reviewed and approved by the City Attorney.
Equity Considerations
The City staff created and executed a request for proposals process in alignment with operationalizing
equity as well as the intent and projected impact of this work seeks to center community in the
creation of services that directly impact them as well as have services that are appropriately matched
with their immediate need when in crises situations.
Recommended Action
Motion to Approve Professional Services Agreement with Just Love LLC
Supporting Documents
PROFESSIONAL SERVICES AGREEMENT FOR JUST LOVE LLC
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PROFESSIONAL SERVICES AGREEMENT FOR
COMMUNITY ENGAGEMENT AND COMMUNITY CALL RESPONSE SERVICES
THIS AGREEMENT is made this August 7, 2024 (“Effective Date”) by and between Just Love LLC a
Minnesota limited liability company with its principal office located at 7212 West River Road Brooklyn
Center, MN 55430 (“Contractor”), and the City of Golden Valley, Minnesota, a Minnesota municipal
corporation located at 7800 Golden Valley Road, Golden Valley, MN 55427 (the “City”):
RECITALS
A. Contractor is engaged in the business of providing community engagement and community call
response.
B. The City desires to hire Contractor to provide community engagement and community call
response services.
C. Contractor represents that it has the professional expertise and capabilities to provide the City
with the requested services.
D. The City desires to engage Contractor to provide the services described in this Agreement and
Contractor is willing to provide such services on the terms and conditions in this Agreement.
NOW, THEREFORE,in consideration of the terms and conditions expressed in this Agreement, the City and
Contractor agree as follows:
AGREEMENT
1.Services.Contractor agrees to providethe City with the services as described in the attached Exhibit A
(the “Services”). Exhibit A shall be incorporated into this Agreement by reference. All Services shall be
provided in a manner consistent with the level of care and skill ordinarily exercised by professionals
currently providing similar services.
2.Time for Completion.The Services shall be completed on or before June 10, 2025, provided that the
parties may extend the stated deadlines upon mutual written agreement. This Agreement shall remain in
force and effect commencing from the Effective Date and continuing until the completion of the project,
unless terminated by the City or amended pursuant to the Agreement.
3.Consideration.The City shall pay Contractor for the Services according to the terms on the attached
Exhibit Aand Exhibit B. The consideration shall be for both the Services performed by Contractorand any
expenses incurred by Contractor in performing the Services. Contractor may invoice the City monthly for
Services provided during the previous month. Invoices shall include a description of the services provided,
documentation to support the charges, and information about cost allocation and third-party costs. The
City shall pay Contractor within thirty-five (35) days after Contractor’s statements are submitted.
4.Termination.Notwithstanding any other provision herein to the contrary, this Agreement may be
terminated as follows:
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a. The parties, by mutual written agreement, may terminate this Agreement at any time;
b. Contractor may terminate this Agreement in the event of a breach of the Agreement by the City
upon providing thirty (30) days’ written notice to the City;
c. The City may terminate this Agreement in the event of a breach of the Agreement by the
Contractor upon providing thirty (30) days’ written notice to the City; or
d. The City may terminate this Agreement upon providing ten (10) days’ written notice upon
Contractor’s failure to have in force any insurance required by this Agreement.
In the event of a termination, the City shall pay Contractor for Services performed to the date of
termination and for all costs or other expenses incurred prior to the date of termination.
5.Amendments.No amendments may be made to this Agreement except in a writing signed by both
parties.
6.Remedies.In the event of a termination of this Agreement by the City because of a breach by
Contractor, the City may complete the Services either by itself or by contract with other persons or
entities, or any combination thereof. These remedies provided to the City for breach of this Agreement
by Contractor shall not be exclusive. The City shall be entitled to exercise any one or more other legal or
equitable remedies available because of Contractor’s breach.
7.Records/Inspection.Pursuant to Minnesota Statutes § 16C.05, subd. 5, Contractor agrees that the
books, records, documents, and accounting procedures and practices of Contractor, that are relevant to
the contract or transaction, are subject to examination by the City and the state auditor or legislative
auditor for a minimum of six years.Contractorshall maintain such records for a minimumof six years after
final payment. The parties agree that this obligation will survive the completion or termination of this
Agreement.
8.Indemnification.To the fullest extent permitted by law, Contractor, and Contractor’s successors or
assigns, agree to protect, defend, indemnify, save, and hold harmless the City, its officers, officials, agents,
volunteers, and employees from any and all claims; lawsuits; causes of actions of any kind, nature, or
character; damages; losses; or costs, disbursements, and expenses of defending the same, including but
not limited to attorneys’ fees, professional services, and other technical, administrative or professional
assistance resulting from or arising out of Contractor’s (or its subcontractors, agents, volunteers,
members, invitees, representatives, or employees) performance of the duties required by or arising from
this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct by
Contractor, or arising out of Contractor’s failure to obtain or maintain the insurance required by this
Agreement.Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation
of liability to which the City is entitled. The parties agree that these indemnification obligations shall
survive the completion or termination of this Agreement.
9.Insurance.Contractor shall maintain reasonable insurance coverage throughout this Agreement.
Contractor agrees that before any work related to the approved project can be performed, Contractor
shall maintain at a minimum: Worker’s Compensation Insurance as required by Minnesota Statutes,
section 176.181; Business Auto Liability in an amount not less than $1,000,000.00 per occurrence;
Professional Liability in an amount not less than $1,000,000.00 per occurrence; and Commercial General
Liability in an amount of not less than $1,000,000.00 per occurrence for bodily injury or death arising out
of each occurrence, and $1,000,000.00 per occurrence for property damage, $2,000,000.00 aggregate. To
meet the Commercial General Liability and Business Auto Liability requirements, Contractor may use a
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combination of Excess and Umbrella coverage. Contractor shall provide the City with a current certificate
of insurance including the following language: “The City of Golden Valleyis named as an additional insured
with respect to the commercial general liability, business automobile liability and umbrella or excess
liability, as required by the contract. The umbrella or excess liability policy follows form on all underlying
coverages.” Such certificate of liability insurance shall list the City as an additional insured and contain a
statement that such policies of insurance shall not be canceled or amendedunless 30 days’written notice
is provided to the City, or 10 days’written notice in the case of non-payment.
10.Subcontracting.Neither the City nor Contractor shall assign, or transfer any rights under or interest
(including, but without limitation, moneys that may become due or moneys that are due) in the
Agreement without the written consent of the other except to the extent that the effect of this limitation
may be restricted by law. Unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility under
this Agreement. Nothing contained in this paragraph shall prevent Contractor from employing such
independent Contractors, associates, and subcontractors, as it may deem appropriate to assist it in the
performance of the Services required by this Agreement. Any instrument in violation of this provision is
null and void.
11.Assignment.NeithertheCity nor Contractorshall assign this Agreement or any rights under or interest
in this Agreement, in whole or in part, without the other party’s prior written consent. Any assignment in
violation of this provision is null and void.
12.Independent Contractor.Contractor is an independent contractor. Contractor’s duties shall be
performed with the understanding that Contractor has special expertise as to the services which
Contractor is to perform and is customarily engaged in the independent performance of the same or
similar services for others.Contractor shall provide or contract for all required equipment and personnel.
Contractor shall control the manner in which the services are performed; however, the nature of the
Services and the results to be achieved shall be specified by the City. The parties agree that this is not a
joint venture and the parties are not co-partners. Contractor is not 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 in this Agreement. All services provided by Contractor pursuant to this
Agreement shall be provided by Contractor 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,
unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits.
13.Compliance with Laws.Contractor shall exercise due professional care to comply with applicable
federal, state and local laws, rules, ordinances and regulations in effect as of the date Contractor agrees
to provide the Services. Contractor’s guests, invitees, members, officers, officials, agents, employees,
volunteers, representatives, and subcontractors shall abide by the City’s policies prohibiting sexual
harassment andtobacco, drug, and alcohol use as definedon the City’s Tobacco, Drug, and Alcohol Policy,
as well as all other reasonable work rules, safety rules, or policies, and procedures regulating the conduct
of persons on City property, at all times while performing duties pursuant to this Agreement. Contractor
agrees and understands that a violation of any of these policies, procedures, or rules constitutes a breach
of the Agreement and sufficient grounds for immediate termination of the Agreement by the City.
14.Entire Agreement.This Agreement, any attached exhibits, and any addendasigned by the parties 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 may only be modified in a writing
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signed by the City and Contractor. If there is any conflict between the terms of this Agreement and the
referenced or attached items, the terms of this Agreement shall prevail. If there is any conflict between
Exhibits A and B, the terms of Exhibit B shall prevail.
15.Third Party Rights.The parties to this Agreement do not intend to confer any rights under this
Agreement on any third party.
16.Choice of Law and Venue.This Agreement shall be governed by and construed in accordance with the
laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall
be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement
waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise.
17.Conflict of Interest.Contractor shall use reasonable care to avoid conflicts of interest and
appearances of impropriety in representation of the City. In the event of a conflict of interest, Contractor
shall advise the City and,either secure a waiver of the conflict, or advise the City that it will be unable to
provide the requested Services.
18.Work Products and Ownership of Documents.All records, information, materials, and work product,
including, but not limited to the completed reports, data collected from or created by the City or the City’s
employees or agents, raw market data, survey data, market analysis data, and any other data, work
product, or reports prepared or developed in connection with the provision of the Services pursuant to
this Agreement shall become the property of the City, but Contractor may retain reproductions of such
records, information, materials and work product. Regardless of when such information was provided or
created, Contractor agrees that it will not disclose for any purpose any information Contractor has
obtained arising out of or related to this Agreement, except as authorized by the City or as required by
law. Notwithstanding the foregoing, nothing in this Agreement shall grant or transfer any rights, title or
interests in any intellectual property created by Contractor prior to the effective date of this Agreement;
however, to the extent Contractor generates reports or recommendations for the City using proprietary
processes or formulas, Contractor shall provide the City (1) factual support for such reports and
recommendations; (2) a detailed explanation of the method used and data relied upon to arrive at the
recommendation; and (3) a detailed explanation of the rationale behind the methodologyused. All of the
obligations in this paragraph shall survive the completion or termination of this Agreement.
19.Agreement Not Exclusive.The City retains the right to hire other professional Contractor service
providers for this or other matters, in the City’s sole discretion. The Contractor retains the right to provide
the services to other clients, including other municipalities and government entities.
20.Data Practices Act Compliance.Any and all data provided to Contractor, received from Contractor,
created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this
Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota
Government Data Practices Act, Minnesota Statutes, Chapter 13.Contractor agrees to notify the City within
three business days if it receives a data request from a third party. This paragraph does not create a duty
on the part of Contractor to provide access to public data to the public if the public data are available from
the City, except as required by the terms of this Agreement.These obligations shall survive the termination
or completion of this Agreement.
21.No Discrimination.Contractor agrees not to discriminate in providing products and services under this
Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status
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with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate
termination of this Agreement. Contractor agrees to comply with the Americans with Disabilities Act as
amended (“ADA”), section 504 of the Rehabilitation Act of 1973, and the Minnesota Human Rights Act,
Minnesota Statutes, Chapter 363A. Contractoragrees to hold harmless and indemnify the City from costs,
including but not limited to damages, attorneys’ fees and staff time, in any action or proceeding brought
alleging a violation of these laws by Contractor or its guests, invitees, members, officers, officials, agents,
employees, volunteers, representatives and subcontractors. Upon request, Contractor shall provide
accommodation to allow individuals with disabilities to participate in all Services under this Agreement.
Contractor agrees to utilize its own auxiliary aid or service in order to comply with ADA requirements for
effective communication with individuals with disabilities.
22.Authorized Agents.The City’s authorized agent for purposes of administration of this contract is Seth
Kaempfer, the Equity and Inclusion Manager, or designee. Contractor’s authorized agent for purposes of
administration of this contract is Terrell Johnson, or designee who shall perform or supervise the
performance of all Services.
23.Notices.Any notices permitted or required by this Agreement shall be deemed givenwhen personally
delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt
requested, addressed to:
CONTRACTOR THE CITY
Terrell Johnson
Just Love LLC
7212 W. River Road
Brooklyn Center, MN 55430
Justlove42020@yahoo.com
Seth Kaempfer
City of Golden Valley
7800 Golden Valley Road
Golden Valley, MN 55427
skaempfer@goldenvalleymn.gov
or such other contact information as either party may provide to the other by notice given in accordance
with this provision.
24.Waiver.No waiver of any provision or of any breach of this Agreement shall constitute a waiver of
any other provisions or any other or further breach, and no such waiver shall be effective unless made in
writing and signed by an authorized representative of the party to be charged with such a waiver.
25.Headings.The headings contained in this Agreement have been inserted for convenience of reference
only and shall in no way define, limit or affect the scope and intent of this Agreement.
26.Payment of Subcontractors.Contractor agrees that it must pay any subcontractor within 10 days of
the prime contractor’s receipt of payment from the City for undisputed Services provided by the
subcontractor. Contractor agrees that it must pay interest of 1-1/2 percent per month or any part of a
month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The
minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid
balance of less than $100, the prime contractor shall pay the actual penalty due to the subcontractor. A
subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be
awarded its costs and disbursements, including attorneys’ fees, incurred in bringing the action.
27.Publicity.At the City’s request,theCity and Contractorshall develop language to use when discussing
the Services. Contractor agrees that Contractor shall not release any publicity regarding the Services or
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the subject matter of this Agreement without prior consent from the City. Contractor shall not use the
City’s logo or state that the City endorses its services without the City’s advanced written approval.
28.Severability.In the event that any provision of this Agreement shall be illegal or otherwise
unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full
force and effect.
29.Signatory.Each person executing this Agreement (“Signatory”) represents and warrants that they are
duly authorized to sign on behalf of their respective organization. In the event Contractor did not
authorize the Signatory to sign on its behalf, the Signatory agrees to assume responsibility for the duties
and liability of Contractor, described in this Agreement, personally.
30.Counterparts and Electronic Signatures.This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken together shall constitute
one and the same instrument. This Agreement may be transmitted by electronic mail in portable
document format (“pdf”) and signatures appearing on electronic mail instruments shall be treated as
original signatures.
31.Recitals.The City and Contractor agree that the Recitals are true and correct and are fully
incorporated into this Agreement.
[Remainder of page left blank intentionally.Signature page follows.]
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IN WITNESS WHEREOF,the City and Contractor have caused this Professional Services Agreement to be
executed by their duly authorized representatives in duplicate on the respective dates indicated below.
JUST LOVE:CITY OF GOLDEN VALLEY:
By: _________________________________
Name: Terrell Johnson
Title: Founder
By: _________________________________
Roslyn Harmon, Mayor
By: _________________________________
Noah Schuchman, City Manager
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EXHIBIT A
SCOPE OF SERVICES, TIMELINE, BUDGET
The budget covers the full cost of services outlined below:
Actions Timeline
Host and Attend Community Events and Activities
(1) Plan 2 specific community events in culturally diverse areas to:
Have candid conversations regarding the impact of law
enforcement practices on specific communities
Identify the needs of the community and provide resources that
are culturally specific.
(2) Host (what’s going on) events to bring law enforcement and
community together to provide a safe and meaningful space for people to
interact and gather input.
(3) Attend events and activities with the Public Safety departments (ie.
National Night Out and Public Safety in the Parks)
(4) Provide feedback and narrative data to Public Safety and Grant team
July 2024-September 2024
Quarterly starting August 2024
July 2024 – August 2024
June 2025- July 2025
Ongoing
Identify and Support High-Traffic Areas
(1)Identify high traffic areas or areas in need of outreach services.
(2)Gather data from community while stationed in high traffic areas to:
Foster relationships
Address fears, biases, and concerns amongst public safety
personnel and community members
Understand community expectations of community call response
(3)Share expectations and recommendations to collaborate and build
relationships through reporting to Public Safety and Grant team.
July-August 2024
August-September 2024
October 2024
Host and Attend Listening Sessions
(1)Host quarterly listening sessions and focus groups with Police and Fire
(2) Attend listening sessions/focus groups hosted by the City’s equity
policy consultant.
August 2024 –July 2025
Ongoing
Create and Implement Community Response Model
(1)Collaborate with City team to co-create and implement a community
call response model. This includes the following:
·Community understanding and acceptance of community call
response.
·Decrease reliance on uniformed officers to respond to non-
emergency calls.
October 2024 –July 2025
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·Incorporate community intervention partners where
appropriate.
·Decreased use of force incidents.
(2) Accumulate narrative data to evaluate the impact of programming
through community interactions with community call response.
(3) Provide Year-End Report with Evaluation and Recommendations for
future community response
Ongoing
July 2025
Total Project Cost $100,000
Other Miscellaneous Expenditures $5,000
Total Not to exceed $105,000
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EXHIBIT B
INVOICE AND PAYMENT SCHEDULE
Just Love will invoice the City of Golden Valley for the following amount and in the following
frequency:
July 15, 2024 $8,333.33
August 15, 2024 $8,333.33
September 15, 2024 $8,333.33
October 15, 2024 $8,333.33
November 15, 2024 $8,333.33
December 15, 2024 $8,333.33
January 15, 2025 $8,333.33
February 15, 2025 $8,333.33
March 15, 2025 $8,333.33
April 15, 2025 $8,333.33
May 15, 2025 $8,333.33
June 15, 2025 $8,333.33
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EXECUTIVE SUMMARY
City Manager's Office
763-512-2345 / 763-512-2344 (fax)
Golden Valley City Council Meeting
August 7, 2024
Agenda Item
3C.2. Approve Professional Services Agreement with Employee Strategies, Inc.
Prepared By
Noah Schuchman, City Manager
Summary
This contract covers the next phase of the City's ongoing workplace culture project. During this phase,
the contractor will work with the City's culture team, the City's leadership team, and prepare and
deliver the 2025 employee engagement survey.
Financial or Budget Considerations
Funding for these services will come from existing 2024 budget.
Legal Considerations
This contract has been reviewed and approved by the City Attorney.
Equity Considerations
City Management believes this work will help the City create equitable outcomes for staff.
Recommended Action
Motion to approve a professional services agreement with Employee Strategies, Inc.
Supporting Documents
Professional Services Agreement - Employee Strategies - Culture Improvement Plan
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1
PROFESSIONAL SERVICES AGREEMENT FOR
Employee Strategies, Inc
THIS AGREEMENT is made this August 7, 2024 (“Effective Date”) by and between Employee
Strategies Inc. a Minnesota corporation with its principal office located at 4011 Vincent Ave South
Minneapolis MN 55410 (“Contractor”), and the City of Golden Valley, Minnesota, a Minnesota municipal
corporation located at 7800 Golden Valley Road, Golden Valley, MN 55427 (the “City”):
RECITALS
A. Contractor is engaged in the business of providing a one-year culture improvement plan and
associated services and deliverables.
B. The City desires to hire Contractorto provide a one-year culture improvement plan and associated
services and deliverables for the purpose of improving the City’s workplace culture.
C. Contractor represents that it has the professional expertise and capabilities to provide the City
with the requested services and deliverables.
D. The City desires to engage Contractor to provide the services described in this Agreement and
Contractor is willing to provide such services on the terms and conditions in this Agreement.
NOW, THEREFORE,in consideration of the terms and conditions expressed in this Agreement, the City and
Contractor agree as follows:
AGREEMENT
1.Services.Contractor agrees to providethe City with the services as described in the attached Exhibit A
(the “Services”). Exhibit A shall be incorporated into this Agreement by reference. All Services shall be
provided in a manner consistent with the level of care and skill ordinarily exercised by professionals
currently providing similar services.
2.Time for Completion.The Services shall be completed on or before August 31, 2025, provided that the
parties may extend the stated deadlines upon mutual written agreement. This Agreement shall remain in
force and effect commencing from the Effective Date and continuing until the completion of the project,
unless terminated by the City or amended pursuant to the Agreement.
3.Consideration.The City shall pay Contractor for the Services according to the terms on the attached
Exhibit B. The consideration shall be for both the Services performed by Contractor and any expenses
incurred by Contractor in performing the Services. Contractor shall submit statements to the City upon
completion of the Services. The City shall pay Contractor within thirty (35) days after Contractor’s
statements are submitted.
4.Termination.Notwithstanding any other provision herein to the contrary, this Agreement may be
terminated as follows:
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2
a. The parties, by mutual written agreement, may terminate this Agreement at any time;
b. Contractor may terminate this Agreement in the event of a breach of the Agreement by the City
upon providing thirty (30) days’ written notice to the City;
c. The City may terminate this Agreement at any time at its option, for any reason or no reason at
all; or
d. The City may terminate this Agreement immediately upon Contractor’s failure to have in force
any insurance required by this Agreement.
In the event of a termination, the City shall pay Contractor for Services performed to the date of
termination and for all costs or other expenses incurred prior to the date of termination.
5.Amendments.No amendments may be made to this Agreement except in a writing signed by both
parties.
6.Remedies.In the event of a termination of this Agreement by the City because of a breach by
Contractor, the City may complete the Services either by itself or by contract with other persons or
entities, or any combination thereof. These remedies provided to the City for breach of this Agreement
by Contractor shall not be exclusive. The City shall be entitled to exercise any one or more other legal or
equitable remedies available because of Contractor’s breach.
7.Records/Inspection.Pursuant to Minnesota Statutes § 16C.05, subd. 5, Contractor agrees that the
books, records, documents, and accounting procedures and practices of Contractor, that are relevant to
the contract or transaction, are subject to examination by the City and the state auditor or legislative
auditor for a minimum of six years.Contractorshall maintain such records for a minimum of six years after
final payment. The parties agree that this obligation will survive the completion or termination of this
Agreement.
8.Indemnification.To the fullest extent permitted by law, Contractor, and Contractor’s successors or
assigns, agree to protect, defend, indemnify, save, and hold harmless the City, its officers, officials, agents,
volunteers, and employees from any and all claims; lawsuits; causes of actions of any kind, nature, or
character; damages; losses; or costs, disbursements, and expenses of defending the same, including but
not limited to attorneys’ fees, professional services, and other technical, administrative or professional
assistance resulting from or arising out of Contractor’s (or its subcontractors, agents, volunteers,
members, invitees, representatives, or employees) performance of the duties required by or arising from
this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct by
Contractor, or arising out of Contractor’s failure to obtain or maintain the insurance required by this
Agreement.Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation
on liability to which the City is entitled. The parties agree that these indemnification obligations shall
survive the completion or termination of this Agreement.
9.Insurance.Contractor shall maintain reasonable insurance coverage throughout this Agreement.
Contractor agrees that before any work related to the approved project can be performed, Contractor
shall maintain at a minimum: Worker’s Compensation Insurance as required by Minnesota Statutes,
section 176.181; Business Auto Liability in an amount not less than $1,000,000.00 per occurrence;
Professional Liability in an amount not less than $1,000,000.00 per occurrence; and Commercial General
Liability in an amount of not less than $1,000,000.00 per occurrence for bodily injury or death arising out
of each occurrence, and $1,000,000.00 per occurrence for property damage, $2,000,000.00 aggregate. To
meet the Commercial General Liability and Business Auto Liability requirements, Contractor may use a
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combination of Excess and Umbrella coverage. Contractor shall provide the City with a current certificate
of insurance including the following language: “The City of Golden Valleyis named as an additional insured
with respect to the commercial general liability, business automobile liability and umbrella or excess
liability, as required by the contract. The umbrella or excess liability policy follows form on all underlying
coverages.” Such certificate of liability insurance shall list the City as an additional insured and contain a
statement that such policies of insurance shall not be canceled or amendedunless 30 days’written notice
is provided to the City, or 10 days’written notice in the case of non-payment.
10.Subcontracting.Neither the City nor Contractor shall assign, or transfer any rights under or interest
(including, but without limitation, moneys that may become due or moneys that are due) in the
Agreement without the written consent of the other except to the extent that the effect of this limitation
may be restricted by law. Unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility under
this Agreement. Nothing contained in this paragraph shall prevent Contractor from employing such
independent Contractors, associates, and subcontractors, as it may deem appropriate to assist it in the
performance of the Services required by this Agreement. Any instrument in violation of this provision is
null and void.
11.Assignment.NeithertheCity nor Contractorshall assign this Agreement or any rights under or interest
in this Agreement, in whole or in part, without the other party’s prior written consent. Any assignment in
violation of this provision is null and void.
12.Independent Contractor.Contractor is an independent contractor. Contractor’s duties shall be
performed with the understanding that Contractor has special expertise as to the services which
Contractor is to perform and is customarily engaged in the independent performance of the same or
similar services for others.Contractor shall provide or contract for all required equipment and personnel.
Contractor shall control the manner in which the services are performed; however, the nature of the
Services and the results to be achieved shall be specified by the City. The parties agree that this is not a
joint venture and the parties are not co-partners. Contractor is not 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 in this Agreement. All services provided by Contractor pursuant to this
Agreement shall be provided by Contractor 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,
unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits.
13.Compliance with Laws.Contractor shall exercise due professional care to comply with applicable
federal, state and local laws, rules, ordinances and regulations in effect as of the date Contractor agrees
to provide the Services. Contractor’s guests, invitees, members, officers, officials, agents, employees,
volunteers, representatives, and subcontractors shall abide by the City’s policies prohibiting sexual
harassment andtobacco, drug, and alcohol use as definedon the City’s Tobacco, Drug, and Alcohol Policy,
as well as all other reasonable work rules, safety rules, or policies, and procedures regulating the conduct
of persons on City property, at all times while performing duties pursuant to this Agreement. Contractor
agrees and understands that a violation of any of these policies, procedures, or rules constitutes a breach
of the Agreement and sufficient grounds for immediate termination of the Agreement by the City.
14.Entire Agreement.This Agreement, any attached exhibits, and any addendasigned by the parties 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 may only be modified in a writing
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signed by the City and Contractor. If there is any conflict between the terms of this Agreement and the
referenced or attached items, the terms of this Agreement shall prevail. If there is any conflict between
Exhibits A and B, the terms of Exhibit B shall prevail.
15.Third Party Rights.The parties to this Agreement do not intend to confer any rights under this
Agreement on any third party.
16.Choice of Law and Venue.This Agreement shall be governed by and construed in accordance with the
laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall
be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement
waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise.
17.Conflict of Interest.Contractor shall use reasonable care to avoid conflicts of interest and
appearances of impropriety in representation of the City. In the event of a conflict of interest, Contractor
shall advise the City and,either secure a waiver of the conflict, or advise the City that it will be unable to
provide the requested Services.
18.Work Products and Ownership of Documents.Contractor agrees that it will not disclose for any
purpose any information Contractor has obtained arising out of or related to this Agreement, except as
authorized by the City or as required by law. Nothing in this Agreement shall grant or transfer any rights,
title or interests in any intellectual property created by Contractor prior to the effective date of this
Agreement; however, to the extent Contractor generates reports or recommendations for the City using
proprietary processes or formulas, Contractor shall provide the City (1) factual support for such reports
and recommendations; (2) a detailed explanation of the method used and data relied upon to arrive at
the recommendation; and (3) a detailed explanation of the rationale behind the methodology used. All of
the obligations in this paragraph shall survive the completion or termination of this Agreement.
19.Agreement Not Exclusive.The City retains the right to hire other professional Contractor service
providers for this or other matters, in the City’s sole discretion.
20.Data Practices Act Compliance.Any and all data provided to Contractor, received from Contractor,
created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this
Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota
Government Data Practices Act, Minnesota Statutes, Chapter 13.Contractor agrees to notify the City within
three business days if it receives a data request from a third party. This paragraph does not create a duty
on the part of Contractor to provide access to public data to the public if the public data are available from
the City, except as required by the terms of this Agreement.These obligations shall survive the termination
or completion of this Agreement.
21.No Discrimination.Contractor agrees not to discriminate in providing products and services under this
Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status
with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate
termination of this Agreement. Contractor agrees to comply with the Americans with Disabilities Act as
amended (“ADA”), section 504 of the Rehabilitation Act of 1973, and the Minnesota Human Rights Act,
Minnesota Statutes, Chapter 363A. Contractoragrees to hold harmless and indemnify the City from costs,
including but not limited to damages, attorneys’ fees and staff time, in any action or proceeding brought
alleging a violation of these laws by Contractor or its guests, invitees, members, officers, officials, agents,
employees, volunteers, representatives and subcontractors. Upon request, Contractor shall provide
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accommodation to allow individuals with disabilities to participate in all Services under this Agreement.
Contractor agrees to utilize its own auxiliary aid or service in order to comply with ADA requirements for
effective communication with individuals with disabilities.
22.Authorized Agents.The City’s authorized agent for purposes of administration of this contract is Noah
Schuchman, the City Manager of the City, or designee. Contractor’s authorized agent for purposes of
administration of this contract is J. Forrest, or designee who shall perform or supervise the performance
of all Services.
23.Notices.Any notices permitted or required by this Agreement shall be deemed given when personally
delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt
requested, addressed to:
CONTRACTOR THE CITY
J. Forrest
Employee Strategies, Inc
4011 Vincent Ave South
Mpls MN 55410
Noah Schuchman
City of Golden Valley
7800 Golden Valley Road
Golden Valley, MN 55427
nschuchman@goldenvalleymn.gov
or such other contact information as either party may provide to the other by notice given in accordance
with this provision.
24.Waiver.No waiver of any provision or of any breach of this Agreement shall constitute a waiver of
any other provisions or any other or further breach, and no such waiver shall be effective unless made in
writing and signed by an authorized representative of the party to be charged with such a waiver.
25.Headings.The headings containedin this Agreement have been inserted for convenience of reference
only and shall in no way define, limit or affect the scope and intent of this Agreement.
26.Payment of Subcontractors.Contractor agrees that it must pay any subcontractor within 10 days of
the prime contractor’s receipt of payment from the City for undisputed Services provided by the
subcontractor. Contractor agrees that it must pay interest of 1-1/2 percent per month or any part of a
month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The
minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid
balance of less than $100, the prime contractor shall pay the actual penalty due to the subcontractor. A
subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be
awarded its costs and disbursements, including attorneys’ fees, incurred in bringing the action.
27.Publicity.At the City’s request,theCity and Contractorshall develop language to use when discussing
the Services. Contractor agrees that Contractor shall not release any publicity regarding the Services or
the subject matter of this Agreement without prior consent from the City. Contractor shall not use the
City’s logo or state that the City endorses its services without the City’s advanced written approval.
28.Severability.In the event that any provision of this Agreement shall be illegal or otherwise
unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full
force and effect.
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29.Signatory.Each person executing this Agreement (“Signatory”) represents and warrants that they are
duly authorized to sign on behalf of their respective organization. In the event Contractor did not
authorize the Signatory to sign on its behalf, the Signatory agrees to assume responsibility for the duties
and liability of Contractor, described in this Agreement, personally.
30.Counterparts and Electronic Signatures.This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken together shall constitute
one and the same instrument. This Agreement may be transmitted by electronic mail in portable
document format (“pdf”) and signatures appearing on electronic mail instruments shall be treated as
original signatures.
31.Recitals.The City and Contractor agree that the Recitals are true and correct and are fully
incorporated into this Agreement.
[Remainder of page left blank intentionally.Signature page follows.]
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IN WITNESS WHEREOF,the City and Contractor have caused this Professional Services Agreement to be
executed by their duly authorized representatives in duplicate on the respective dates indicated below.
EMPLOYEE STRATEGIES INC.:CITY OF GOLDEN VALLEY:
__________________________________
J. Forrest, Principal Consultant & Founder
By: _________________________________
Roslyn Harmon, Mayor
By: _________________________________
Noah Schuchman, City Manager
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EXHIBIT A
SCOPE OF SERVICES
Projects:
1 Culture Focused Retreat for the Leadership Team (Set Purpose, Set Values, and Establish
Accountability Plan) – September 2024
6 Months of Facilitating Culture Team Meetings (15-18 meetings) – Begins Late September 2024
– August 31, 2025
Culture Pulse Survey Enterprise-Wide – April 2025 Survey/May 2025 Report
12 Months of Project Leadership – September 2024 – August 31, 2025
Project Deliverables:
City-wide Purpose Statement
City–wide Values
People & Culture Dashboard
Looks and Sounds Like Values Exercise Supported & Documented across Organization
Year-at-a-Glance Document
Visual Directory
Employee Communication Plan
Employee Town Hall Process Design and Support
Thank you card design
Values Based Scorecard Identify ways to align Employee Systems to organizational values
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EXHIBIT B
FEE SCHEDULE
Project Cost
1 Culture Focused Retreat for the Leadership Team (Set Purpose, Set Values,
and Establish Accountability Plan) – September 2024
$25,000
6 Months of Facilitating Culture Team Meetings (15-18 meetings) –Begins Late
September 2024 – August 31, 2025
$20,000
Culture Pulse Survey Enterprise-Wide –April 2025 Survey/May 2025 Report $20,000
12 Months of Project Leadership –September 2024 –August 31, 2025 $30,000
TOTAL COST $95,000
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EXECUTIVE SUMMARY
City Manager's Office
763-512-2345 / 763-512-2344 (fax)
Golden Valley City Council Meeting
August 7, 2024
Agenda Item
6A. Review of Council Calendar
Prepared By
Theresa Schyma, City Clerk
Summary
The Council will review upcoming city meetings, events, and holiday closures.
Legal Considerations
This item does not require legal review.
Equity Considerations
This item does not require equity review.
Recommended Action
No action is required on this item.
Supporting Documents
Review of Council Calendar
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Review of Council Calendar
Event Event Time Location
AUGUST
Tuesday, August 6
National Night Out 6:00 PM - 9:00 PM Various Locations/In-Person
Wednesday, August 7
City Council Meeting 6:30 PM Hybrid - Council Chambers
Saturday, August 10
City Hall Open for Absentee Voting for State Primary 9:00 AM - 3:00 PM City Hall
Sunday, August 11
Market in the Valley 9:00 AM - 1:00 PM City Hall Campus
Tuesday, August 13
Primary Election Day 7:00 AM - 8:00 PM City Precincts/Polls
Wednesday, August 14
HRA Work Session 6:30 PM Hybrid - Council Conference Room
Council Work Session 6:30 PM Hybrid - Council Conference Room
Sunday, August 18
Market in the Valley 9:00 AM - 1:00 PM City Hall Campus
Tuesday, August 20
City Council Meeting 6:30 PM Hybrid - Council Chambers
Sunday, August 25
Market in the Valley 9:00 AM - 1:00 PM City Hall Campus
SEPTEMBER
Sunday, September 1
Market in the Valley 9:00 AM - 1:00 PM City Hall Campus
Monday, September 2
City Offices Closed for Observance of Labor Day
Tuesday, September 3
City Council Meeting 6:30 PM Hybrid - Council Chambers
Sunday, September 8
Market in the Valley 9:00 AM - 1:00 PM City Hall Campus
Tuesday, September 10
Council Work Session 6:30 PM Hybrid - Council Conference Room
Sunday, September 15
Market in the Valley 9:00 AM - 1:00 PM City Hall Campus
Tuesday, September 17
HRA Meeting 6:30 PM Hybrid - Council Chambers
City Council Meeting 6:30 PM Hybrid - Council Chambers
Wednesday, September 18
League of Women Voter’s Candidate Forum 7:00 PM City Hall
Council Chambers
Sunday, September 22
Market in the Valley 9:00 AM - 1:00 PM City Hall Campus
OCTOBER
Tuesday, October 1
City Council Meeting 6:30 PM Hybrid - Council Chambers
Thursday, October 3
Golden Valley Business Connections 8:00 AM - 9:30 AM MRA - The Management Association,
5980 Golden Hills Drive
Sunday, October 6
Market in the Valley 9:00 AM - 1:00 PM City Hall Campus
Tuesday, October 8
Council Work Session 6:30 PM Hybrid - Council Conference Room
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