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Item 3.4 - Community Survey0 OtsTY.F O MINNESOTA g DEPARTMENT INFORMATION Request for City Council Action ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Administration City Administrator/Finance Director Flaherty April 26, 2021 PRESENTER(s) REVIEWED BY: ITEM #: Consent City Attorney Kendall 3.4 STRATEGIC VISION MEETS: I THE CITY OF OTSEGO: X Is a strong organization that is committed to leading the community through innovative communication. Yes Has proactively expanded infrastructure to responsibly provide core services. BACKG R O U N D/J U STI FI CATI ON: Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. Plan, a specific action item to conduct a community survey is included. To support this action, the City Is a social community with diverse housing, service options, and employment opportunities. City staff contacted other communities and researched firms who provide professional services conducting Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City staff is recommending the City Council approve a letter of engagement with Baker Tilly. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKG R O U N D/J U STI FI CATI ON: The City's 2020 Strategic Plan (the Plan) includes a strategic direction of Positioning for Growth. Within the Plan, a specific action item to conduct a community survey is included. To support this action, the City Council included a budget estimate of $15,000 within the 2021 General fund budget. City staff contacted other communities and researched firms who provide professional services conducting community surveys. Through that process, two firms surfaced most often, including: Baker Tilly and Morris Leatherman. City Administrator/Finance Director completed phone interviews with a representative for each firm, and requested that each firm submit a proposal for their services. The proposals were reviewed with the Administrative Subcommittee during their February and April meetings, with the recommendation for the City to accept the proposal from Baker Tilly. To summarize the proposal, Baker Tilly will conduct a random -sample scientific survey of the community to evaluate perceptions about the City in general and to guide planning for the future. The survey will be a 30 - item questionnaire of 300 random -sample phone interviews. This sample size will produce a margin of error of approximately 5.60% and will be controlled for key demography. City Attorney Kendall has reviewed the documents and has provided his approval of the documents for City Council consideration. SUPPORTING DOCUMENTS ATTACHED: • Letter of Engagement POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THEM IN UTES: Motion to approve the Letter of Engagement between the City of Otsego and Baker Tilly to conduct a random -sample scientific survey of the community in the amount of $17,900. R1 inr.FT INFORMATION FUNDING: BUDGETED: General Fund - City Council Department 101-41100-390 Yes ($15,000) LETTER OF ENGAGEMENT TO: Adam Flaherty, City Administrator and Finance Director FROM: Don Lifto, Director DATE: April 14, 2021 SUBJECT: Engagement to Design and Administer Survey This letter of engagement is to confirm our understanding of the basis upon which "Baker Tilly US, LLP" (Baker Tilly) and its affiliates are being engaged by Client (the "Client') to assist the Client with advisory services. Summary of Need The City of Otsego desires to conduct a random -sample scientific survey of the community to evaluate perceptions about the City in general and to guide planning for the future. Proposed Services Baker Tilly will plan, design, administer, interpret and summarize a scientific, random -sample survey to measure constituent perceptions about the City, subject to the terms and conditions of this proposal letter (hereinafter referred to as "Statement of Work") and the enclosed terms and conditions, which are incorporated into the Statement of Work as if fully set forth herein. The parameters of the survey will be 300 random -sample phone interviews of registered voters, controlled for key demography, and a 30 — item questionnaire, producing a margin error of approximately +/- 5.60%.at the 95th confidence level. Two of the 30 questions can be open-ended. Multi -modal data collection strategies (i.e., text and/or email invitations) may be used as appropriate to reach particular demographic groups. Interviews will be conducted in English. Baker Tilly will acquire registered voter and demographic databases needed for the project. Deliverables on the survey project include a detailed summary of survey results by demography, a PowerPoint summary of key findings, and a summary of open-ended responses (if open-ended questions are used in questionnaire). All summaries will be provided to the client in PDF format for duplication by the City as needed. Delivery of Services The delivery of services will be coordinated by Don Lifto with support from Matt Stark and other professional staff at Baker Tilly as needed depending on the expertise and resources required by the client. While Baker Tilly will endeavor to schedule work to meet the planning needs of the City, it should be noted that most survey of this type take 8 — 9 weeks from the time the contract is approved until all work on the projects and final reports are completed for presentation. The report of open-ended responses generally takes 7 —10 additional days to complete. Project Cost The professional fee for the project will be $17,900, which is inclusive of time and mileage costs for up to two meetings in Otsego including presentation of results. Additional meetings requested by the client will be billed at Baker Tilly's normal hourly rates plus travel. Forty percent of the total fee will be billed when the contract is signed and the balance after all work is completed. Other Services Additional services, if requested by the City will be provided on a quotation and approval basis under the terms of this agreement. If the City decides to expand the questionnaire from 30 to 35 probes, the additional cost will be $1700. Approval The signatures below constitute approval of the engagement as summarized above, acceptance of the standard business terms below, and acknowledgement of receipt of disclosures in Appendix A. Name: Date: (On Behalf of Client) Name: Date: (On Behalf of "Baker Tilly US, LLP") Ownership of IP Unless otherwise stated in a specific Scope Appendix, subject to Baker Tilly's rights in Baker Tilly's Knowledge (as defined below), Client shall own all, intellectual property rights in the deliverables developed under the applicable SOW ("Deliverables"). Notwithstanding the foregoing, Baker Tilly will maintain all ownership right, title and interest to all of Baker Tilly s Knowledge. For purposes of this Agreement "Baker Tilly s Knowledge" means Baker Tilly s proprietary programs, modules, products, inventions, designs, data, or other information, including all copyright, patent, trademark and other intellectual property rights related thereto, that are (1) owned or developed by Contractor prior to the Effective Date of this Agreement ("Baker Tilly's Preexisting Knowledge") (2) developed or obtained by Baker Tilly after the Effective Date, that are reusable from client to client and project to project, where Client has not paid for such development; and (3) extensions, enhancements, or modifications of Baker Tilly's Preexisting Knowledge which do not include or incorporate Client's confidential information. To the extent that any Baker Tilly Knowledge is incorporated into the Deliverables, Baker Tilly grants to Client a non-exclusive, paid up, perpetual royalty -free worldwide license to use such Baker Tilly Knowledge in connection with the Deliverables, and for no other purpose without the prior written consent of Baker Tilly. Timing and Fees Specific services will commence upon execution and return of a Scope Appendix to this Engagement Letter and our professional fees will be based on the rates outlined in such Scope Appendix. Unless otherwise stated, in addition to the fees described in a Scope Appendix the Client will pay all of Baker Tilly's reasonable out-of- pocket expenses incurred in connection with the engagement. All out of pocket costs will be passed through at cost and will be in addition to the professional fee. Dispute Resolution Except for disputes related to confidentiality or intellectual property rights, all disputes and controversies between the parties hereto of every kind and nature arising out of or in connection with this Engagement Letter as to the existence, construction, validity, interpretation or meaning, performance, nonperformance, enforcement, operation, breach, continuation, or termination of this Agreement shall be resolved as set forth in this Section 8 using the following procedure: In the unlikely event that differences concerning the Services or fees should arise that are not resolved by mutual agreement, both parties agree to attempt in good faith to settle the dispute by engaging in mediation administered by the American Arbitration Association under its mediation rules for professional accounting and related services disputes before resorting to litigation or any other dispute -resolution procedure. Each party shall bear their own expenses from mediation and the fees and expenses of the mediator shall be shared equally by the parties. If the dispute is not resolved by mediation, then the parties agree to expressly waive trial by jury in any judicial proceeding involving directly or indirectly, and matter whether sounding in tort, contract, or otherwise) in any way arising out of, related to, or connected with this Agreement or the relationship of the parties established hereunder. Because a breach of any the provisions of this Engagement Letter concerning confidentiality or intellectual property rights will irreparably harm the non -breaching party, Client and Baker Tilly agree that if a party breaches any of its obligations thereunder, the non -breaching party shall, without limiting its other rights or remedies, be entitled to seek equitable relief (including, but not limited to, injunctive relief) to enforce its rights thereunder, including without limitation protection of its proprietary rights. The parties agree that the parties need not invoke the mediation procedures set forth in this Section 7 in order to seek injunctive or declaratory relief. Limitation on Damages To the extent allowed under applicable law, the aggregate liability (including attorney's fees and all other costs) of either party and its present or former partners, principals, agents or employees to the other party related to the services performed under a SOW shall not exceed the fees paid to Baker Tilly under the SOW to which the claim relates, except to the extent finally determined to have resulted from the gross negligence, willful misconduct or fraudulent behavior of the at -fault party.. Additionally, in no event shall either party be liable for any lost profits, lost business opportunity, lost data, consequential, special, incidental, exemplary or punitive damages, delays or interruptions arising out of or related to this Engagement Letter even if the other party has been advised of the possibility of such damages. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Engagement Letter are material bargained for bases of this Engagement Letter and that they have been taken into account and reflected in determining the consideration to be given by each party under this Engagement Letter and in the decision by each party to enter into this Engagement Letter. The terms of this section shall apply regardless of the nature of any claim asserted (including, but not limited to, contract, tort or any form of negligence, whether of you, Baker Tilly or others), but these terms shall not apply to the extent finally determined to be contrary to the applicable law or regulation. These terms shall also continue to apply after any termination of this Engagement Letter. You accept and acknowledge that any legal proceedings arising from or in conjunction with the services provided under this Engagement Letter must be commenced within twelve (12) months after the performance of the services for which the action is brought, without consideration as to the time of discovery of any claim. Other Matters In the event Baker Tilly is requested by the Client; or required by government regulation, subpoena, or other legal process to produce our engagement working papers or its personnel as witnesses with respect to its Services rendered for the Client, so long as Baker Tilly is not a party to the proceeding in which the information is sought, Client will reimburse Baker Tilly for its professional time and expenses, as well as the fees and legal expenses incurred in responding to such a request. Neither this Engagement Letter, any claim, nor any rights or licenses granted hereunder may be assigned, delegated, or subcontracted by either party without the 'written consent of the other part. Either party may assign and transfer this Engagement Letter to any successor that acquires all or substantially all of the business or assets of such party by way of merger, consolidation, other business reorganization, or the sale of interest or assets, provided that the party notifies the other party in writing of such assignment and the successor agrees in writing to be bound by the terms and conditions of this Engagement Letter. In the event that any provision of this Engagement Letter or statement of work contained in a Scope Appendix hereto is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Engagement Letter or statement of work did not contain the particular provisions held to be unenforceable. The unenforceable provisions shall be replaced by mutually acceptable provisions which, being valid, legal and enforceable, come closest to the intention of the parties underlying the invalid or unenforceable provision. If the Services should become subject to the independence rules of the U.S. Securities and Exchange Commission with respect to Client, such that any provision of this Engagement Letter would impair Baker Tilly's independence under its rules, such provision(s) shall be of noeffect. Termination Both the Client and the Baker Tilly have the right to terminate this Engagement Letter or any work being done under an individual Scope Appendix at any time after reasonable advance written notice. On termination, all fees and charges incurred prior to termination shall be paid promptly. Unless otherwise agreed to by the Client and Baker Tilly, the scope of services provided in a Scope Appendix will terminate 60 days after completion of the services in such Appendix. Important Disclosure Incorporated as Attachment A and part of this Engagement Letter are important disclosures. These include disclosures that apply generally and those that are applicable in the event Baker Tilly is engaged to provide municipal advisory services. This Engagement Letter, including the attached Disclosures as updated from time to time, comprises the complete and exclusive statement of the agreement between the parties, superseding all proposals, oral or written, and all other communications between the parties. If any provision of this Engagement Letter is determined to be unenforceable, all other provisions shall remain in force. Both parties acknowledge that work performed pursuant to the Engagement Letter will be done through Scope Appendices executed and made a part of this document. Any rights and duties of the parties that by their nature extend beyond the expiration or termination of this Engagement Letter shall survive the expiration or termination of this Engagement Letter or any statement of work contained in a Scope Appendix hereto Attachment A Important Disclosures Non -Exclusive Services Client acknowledges and agrees that Baker Tilly, including but not limited to Baker Tilly US, LLP, Baker Tilly Municipal Advisors, LLC, Baker Tilly Capital, LLC, and Baker Tilly Investment Services, LLC, are free to render municipal advisory and other services to others and that Baker Tilly does not make its services available exclusively to the Client. Affiliated Entities Baker Tilly US, LLP ("BTUS"), the parent company may provide services to the Client in connection with human resources consulting, including, but not limited to, executive search and community survey services. In such instances, such services will be provided underaseparate engagement, for an additional fee. Certain executives of the Client may have been hired after utilizing the services of BTVK and may make decisions about whether to engage other services of Baker Tilly. Notwithstanding the foregoing, Baker Tilly may recommend the use of BTVK, but Client shall be under no obligation to retain BTVK or to otherwise utilize BTVK relative to the Client's activities. Baker Tilly will manage and mitigate this potential conflict of interest by this disclosure of the affiliated entity's relationship and adherence to Baker Tilly Municipal Advisor's fiduciary duty to theClient. Baker Tilly Investment Services, LLC ("BTIS"), a U.S. Securities and Exchange Commission ("SEC") registered investment adviser, may provide services to the Client in connection with the investment of proceeds from an issuance of securities. In such instances, services will be provided under a separate engagement, for an additional fee. Notwithstanding the foregoing, Baker Tilly may act as solicitor for and recommend the use of BTIS, butthe Client shall be under no obligation to retain BTIS or to otherwise utilize BTIS relative to Client's investments. The fees paid with respect to investment services are typically based in part on the size of the issuance proceeds and Baker Tilly may have incentive to recommend larger financings than would be in the Client's best interest. Baker Tilly will manage and mitigate this potential conflict of interest by this disclosure of the affiliated entity's relationship, a Solicitation Disclosure Statement when Client retains BTIS's services and adherence to Baker Tilly's fiduciary duty and/or fair dealing obligations to the Client. Baker Tilly Capital, LLC ("BTC") Baker Tilly Capital, LLC ("BTC") is a limited service broker-dealer specializing in merger and acquisition, capital sourcing, project finance and corporate finance advisory services. BTC does not participate in any municipal offerings advised on by its affiliate Baker Tilly Municipal Advisors. Any services provided to Client by BTC would be done so under a separate engagement for an additional fee. Baker Tilly Municipal Advisors ("BTMA") is registered as a "municipal advisor" pursuant to Section 15B of the Securities Exchange Act and rules and regulations adopted by the SEC) and the Municipal Securities Rulemaking Board ("MSRB"). As such, BTMA may provide certain specific municipal advisory services to the Client. BTMA is neither a placement agent to the Client nor a broker/dealer. The offer and sale of any Bonds is made by the Client, in the sole discretion of the Client, and under its control and supervision. The Client acknowledges that BTMA does not undertake to sell or attempt to sell bonds or other debt obligations, and will not take part in the sale thereof. Conflict Disclosure Applicable to Municipal Advisory Services Provided by BTMA. Legal or Disciplinary Disclosure. BTMA is required to disclose to the SEC information regarding criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation involving BTMA. Pursuant to MSRB Rule G-42, BTMA is required to disclose any legal or disciplinary event that is material to the Client's evaluation of BTMA or the integrity of its management or advisory personnel. There are no criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations or civil litigation involving BTMA. Copies of BTMA filings with the SEC can currently be found by accessing the SEC's EDGAR system Company Search Page which is currently available at https://www.sec.gov/edqar/searchedqar/companysearch.htmI and searching for either Baker Tilly Municipal Advisors, LLC or for our CIK number which is 0001616995. The MSRB has made available on its website (www.msrb.org) a municipal advisory client brochure that describes the protections that may be provided by MSRB rules and how to file a complaint with the appropriate regulatory authority. Contingent Fee. The fees to be paid by the Client to BTMA are or may be based on the size of the transaction and partially contingent on the successful closing of the transaction. Although this form of compensation may be customary in the municipal securities market, it presents a conflict because BTMA may have an incentive to recommend unnecessary financings, larger financings or financings that are disadvantageous to the Client. For example, when facts or circumstances arise that could cause a financing or other transaction to be delayed or fail to close, BTMA may have an incentive to discourage a full consideration of such facts and circumstances, orto discourage consideration of alternatives that may result in the cancellation of the financing or other transaction. Hourly Fee Arrangements. Under an hourly fee form of compensation, BTMA will be paid an amount equal to the number of hours worked multiplied by an agreed upon billing rate. This form of compensation presents a potential conflict of interest if BTMA and the Client do not agree on a maximum fee under the applicable Appendix to this Engagement Letter because BTMA will not have a financial incentive to recommend alternatives that would result in fewer hours worked. In addition, hourly fees are typically payable by the Client whether or not the financing transaction closes. Fixed Fee Arrangements. The fees to be paid by the Client to BTMA may be in a fixed amount established at the outset of the service. The amount is usually based upon an analysis by Client and BTMA of, among other things, the expected duration and complexity of the transaction and the work documented in the Scope Appendix to be performed by Baker Tilly. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, Baker Tilly may suffer a loss. Thus, Baker Tilly may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. BTMA manages and mitigates conflicts related to fees primarily through clarity in the fee to be charged and scope of work to be undertaken and by adherence to MSRB Rules including the fiduciary duty which it owes to the Client requiring BMTA to put the interests of the Client ahead of its own and BTMA's duty to deal fairly with all persons in its municipal advisory activities. To the extent any additional material conflicts of interest have been identified specific to a scope of work the conflictwill be identified in the respective Scope Appendix. Material conflicts of interestthat arise after the date of a Scope Appendix will be provide to the Client in writing at thattime.