4. Hurlburt_CA_IndependentContractorAgreementAnne W. Hurlburt
14160 236th Street N.
Scandia, MN 55073
December 7, 2022
Dear Ms. Hurlburt:
This letter agreement (this "Agreement") sets forth the terms and conditions whereby you agree
to provide certain services (as described in Schedule 1) to the City of Scandia, with offices
located at 14727 209th Street N., Scandia, Minnesota, a Minnesota municipal corporation (the
"City").
1. SERVICES.
1.1 The City hereby engages you, and you hereby accept such engagement, as an
independent contractor to provide certain services to the City on the terms and conditions set
forth in this Agreement.
1.2 You shall provide to the City the services set forth in Schedule 1 (the
"Services").
1.3 The City shall not control the manner or means by which you perform the
Services, including but not limited to the time and place you perform the Services.
1.4 As set forth in Schedule 1, the City shall provide you with access to its
premises, materials, information, technology, and systems to the extent necessary for the
performance of the Services. Unless otherwise specified in Schedule 1, you shall furnish, at
your own expense, the materials, equipment, and other resources necessary to perform the
Services.
1.5 You shall comply with all rules and procedures communicated to you in
writing by the City, including those related to safety, security, and confidentiality.
2. TERM. The term of this Agreement shall commence on November 23, 2022, and shall
continue for a period of seven (7) months or until the City has retained a City Administrator and
said City Administrator has commenced employment, unless the Agreement is earlier terminated
in accordance with Section 7 (the "Term"). Any extension of the Term will be subject to mutual
written agreement between you and the City (referred to collectively as the "Parties").
3. FEES AND EXPENSES.
3.1 As full compensation for the Services and the rights granted to the City in this
Agreement, the City shall pay you a fixed rate of $70.00 per hour for the Services (the
"Fees"), payable on a monthly basis. You acknowledge that you will receive an IRS Form
1099-NEC from the City, and that you shall be solely responsible for all federal, state, and
local taxes, as set out in Section 4.2.
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3.2 If you incur any necessary travel costs or expenses in connection with your
performance of the Services, you will be reimbursed by the City for such travel and
expenses in accordance with the current IRS mileage reimbursement rate.
4. RELATIONSHIP OF THE PARTIES.
4.1 You are an independent contractor of the City, and this Agreement shall not be
construed to create any association, partnership, joint venture, employment, or agency
relationship between you and the City for any purpose. You have no authority and shall not
hold yourself out as having authority to bind the City and you shall not make any
agreements or representations on the City's behalf without the prior consent of the City
Council.
4.2 Without limiting Section 4.1, you will not be eligible to participate in any
vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or
any other fringe benefits or benefit plans offered by the City to its employees, and the City
will not be responsible for withholding or paying any income, payroll, Social Security, or
other federal, state, or local taxes, making any insurance contributions, including for
unemployment or disability, or obtaining workers' compensation insurance on your behalf.
You shall be responsible for, and shall indemnify the City against, all such taxes or
contributions, including penalties and interest. Any persons employed or engaged by you in
connection with the performance of the Services shall be your employees or contractors and
you shall be fully responsible for them and indemnify the City against any claims made by
or on behalf of any such employee or contractor.
5. GOVERNMENT DATA AND CONFIDENTIALITY.
5.1 You acknowledge that you will have access to information that is classified as
private, not public, nonpublic, or confidential pursuant to the Minnesota Government Data
Practices Act (collectively, the "Confidential Information"). Any Confidential Information
that you access or develop in connection with the Services, including but not limited to any
Work Product, shall be subject to the terms and conditions of this clause. You agree to treat
all Confidential Information as strictly confidential, not to disclose Confidential Information
or permit it to be disclosed, in whole or part, to any third party except as permitted or
required by the Minnesota Government Data Practices Act in each instance, and not to use
any Confidential Information for any purpose except as required in the performance of the
Services. You shall notify the City immediately in the event you become aware of any loss
or disclosure of any Confidential Information.
5.2 Confidential Information shall not include information that:
(a) is or becomes generally available to the public and/or is classified a
public data pursuant to the Minnesota Government Data Practices Act; and,
(b) is communicated to you by a third party that had no confidentiality
obligations with respect to such information.
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5.3 Nothing herein shall be construed to prevent disclosure of Confidential
Information as may be required by applicable law or regulation, or pursuant to the valid
order of a court of competent jurisdiction or an authorized government agency, provided that
the disclosure does not exceed the extent of disclosure required by such law, regulation, or
order. You agree to provide written notice of any such order to an authorized officer of the
City immediately upon receiving such order, but in any event sufficiently in advance of
making any disclosure to permit the City to contest the order or seek confidentiality
protections, as determined in the City's sole discretion.
5.4 In accordance with Minnesota Statutes Section 13.05, Subdivision 11, all of
the data created, collected, received, stored, used, maintained, or disseminated by you in
performing the Services is subject to the requirements of the Minnesota Government Data
Practices Act.
6. REPRESENTATIONS AND WARRANTIES.
6.1 You represent and warrant to the City that:
(a) you have the right to enter into this Agreement, to grant the rights
granted herein, and to perform fully all of your obligations in this Agreement;
(b) your entering into this Agreement with the City and your performance
of the Services do not and will not conflict with or result in any breach or default
under any other agreement to which you are subject;
(c) you have the required skill, experience, and qualifications to perform
the Services, you shall perform the Services in a professional and workmanlike
manner in accordance with generally recognized industry standards for similar
services, and you shall devote sufficient resources to ensure that the Services are
performed in a timely and reliable manner; and,
(d) you shall perform the Services in compliance with all applicable
federal, state, and local laws and regulations, including by maintaining all licenses,
permits, and registrations required to perform the Services;
6.2 The City hereby represents and warrants to you that:
(a) it has the full right, power, and authority to enter into this Agreement
and to perform its obligations hereunder; and
(b) the execution of this Agreement by its representative whose signature is
set forth at the end hereof has been duly authorized by all necessary corporate action.
7. TERMINATION.
7.1 You or the City may terminate this Agreement without cause upon 30 days'
written notice to the other party to this Agreement. In the event of termination pursuant to
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this clause, the City shall pay you on a pro-rata basis any Fees then due and payable for any
Services completed up to and including the date of such termination.
7.2 You or the City may terminate this Agreement, effective immediately upon
written notice to the other party to this Agreement, if the other party breaches this
Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure,
the other party does not cure such breach within 10 calendar days after receipt of written
notice of such breach.
7.3 Upon expiration or termination of this Agreement for any reason, or at any
other time upon the City's written request, you shall promptly all City property to the City,
including but not limited to any computers, cell phones, keys, documents, or other materials
provided to you by the City so that you can perform the Services.
8. ASSIGNMENT. You shall not assign any rights or delegate or subcontract any
obligations under this Agreement without the City's prior written consent. Any assignment in
violation of the foregoing shall be deemed null and void. Subject to the limits on assignment
stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable
against each of the Parties hereto and their respective successors and assigns.
9. GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement and all
related documents and all matters arising out of or relating to this Agreement and the Services
provided hereunder, whether sounding in contract, tort, or statute, for all purposes shall be
governed by and construed in accordance with the laws of the State of Minnesota without giving
effect to any conflict of laws principles that would cause the laws of any other jurisdiction to
apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be
brought only in any state court located in the State of Minnesota, County of Washington. The
Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the
defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
10. MISCELLANEOUS.
10.1 All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties
at the addresses set forth on the first page of this Agreement (or to such other address that
may be designated by the receiving party from time to time in accordance with this Section).
All Notices shall be delivered by personal delivery, nationally recognized overnight courier
(with all fees prepaid), email, or certified or registered mail. Except as otherwise provided in
this Agreement, a Notice is effective only if: (a) the receiving party has received the Notice;
and (b) the party giving the Notice has complied with the requirements of this Section.
10.2 This Agreement, together with any other documents incorporated herein by
reference and related exhibits and schedules, constitutes the sole and entire agreement of the
Parties to this Agreement with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements, representations, and warranties,
both written and oral, with respect to such subject matter.
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10.3 This Agreement may only be amended, modified, or supplemented by an
agreement in writing signed by each party hereto, and any of the terms thereof may be
waived, only by a written document signed by each party to this Agreement or, in the case of
waiver, by the party or parties waiving compliance.
10.4 If any term or provision of this Agreement is invalid, illegal, or unenforceable
in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other
term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
10.5 This Agreement may be executed in multiple counterparts and by electronic
signature, each of which shall be deemed an original and all of which together shall
constitute one instrument.
If this letter accurately sets forth our understanding, kindly execute the enclosed copy of this
letter and return it to the undersigned.
Very truly yours,
CITY OF SCANDIA
_______________________________
Christine Maefsky, Mayor
Dated: _____________________, 2022
Attest:
______________________________
Brenda Eklund, City Clerk
Dated:_______________________, 2022
ACCEPTED AND AGREED:
______________________________
Anne W. Hurlburt
Dated:____________________, 2022
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SCHEDULE 1
1. SERVICES: Hurlburt (“Contractor”) shall perform those functions identified as “Essential
Duties of the Position” for City Administrator job posting, dated 2019 (the “Services”). The
“Essential Duties of the Position” page from the 2019 City Administrator job posting is
incorporated herein by reference. Contractor shall perform the Services for an approximate
average of 20 hours per week. Contractor shall establish a flexible schedule of office hours at
City Hall. The Services shall include Contractor’s attendance at City Council regular, special,
and emergency meetings, City Council work sessions, and Planning Commission meetings. The
City may request Contractor attend additional meetings. For all meetings, Contractor shall be
compensated at a rate of $70.00 per hour for meeting attendance, but shall receive at least
$140.00 per meeting. Contractor shall record all time Contractor spends performing the Services
in quarter (.25) hour increments and shall provide Contractor’s time sheet/invoice to the City
Clerk for processing on a monthly basis. Contractor has informed the City that Contractor has
substantial prior commitments through the end of 2022; accordingly, City and Contractor agree
that Contractor shall not be required to devote the approximate average of 20 hours per week for
the Services until January 2023 through contract termination.
2. ACCESS PROVIDED BY CITY: Contractor shall have access to City Hall, the City’s
computer system, and all documents and files necessary for Contractor to perform the Services.
The City shall create a City of Scandia email address for Contractor to use while performing the
Services.
3. PAYMENT SCHEDULE: Contractor shall be paid on a monthly basis. Contractor shall
submit a time sheet/invoice, reflecting the time spent by Contractor performing the Services, to
the City Clerk on a monthly basis. The City shall process Contractor’s time sheet/invoice and
shall approve payment to Contractor in accordance with its regular approval of monthly bills by
the City Council.
ESSENTIAL DUTIES OF THE POSITION
Directs agenda and minute preparation for the governing board and appointed boards
and commissions; staffs meetings and directs staff to ensure implementation of
adopted policies and direction.
Works with the governing body to coordinate the establishment and implementation of
strategic and long-range plans.
Prepares and submits a proposed budget to the governing body for its approval;
administers the budget and provides financial reports to the governing body.
Reviews and prepares written reports and recommendations for the governing body
and various boards and commissions.
Meets with various citizen groups or individual citizens; responds to requests for
information; handles complaints.
Provides recommendations to the governing body on the employment, discipline, and
removal of all employees.
Supervises employees; establishes and communicates performance expectations;
coaches and develops staff, and regularly evaluates staff performance to ensure
accountability.
Develops and administers human resource policies, a compensation plan, and
employee benefits.
Participates in collective bargaining negotiations and administers labor agreements.
Develops and implements administrative rules, policies, and procedures.
Coordinates and manages consultant service agreements for contracted functions and
special projects.
Serves as the Executive Director of the Scandia Economic Development Authority.
Responds to questions from residents and developers regarding zoning and land use
regulations.
Receives, investigates, and documents complaints regarding property maintenance,
construction, and other land use activities.
Provides recording, filing, and noticing for all official proceedings, regular and special
meetings, and public hearings.
Coordinates and supervises biannual and special elections including the training of
election judges.
Oversees the maintenance of financial books and the recording of funds, receipting of
payments, preparation of vendor claims, and the selection of official depositories.
Performs related tasks as required.
Omit - City Clerk task
Omit - City Clerk task