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98-769Council File # "�_ `� + Green Sheet # � u 6 Presented By oR����A� Referred To RESOLUTION CITY OF SAIi3T PAUL, MINNESOTA Committee: Date 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 RESOLVED, that pursuant to Minnesota Statutes 471.59, commonly referred to as the "Joint Powers Act," the proper City of Saint Paul officials are hereby authorized and directed to execute the attached joint powers agreement with Ramsey County that will allow the City of Saint Paul to �� purchase vendor certification services through Ramsey County's contract with IlVLPACT Inc. Copies of said agreements aze to be kept on file and(or record in the O�ce of Financial Services. Y� Navs Absent Benanav Blakev Bostrom Coleman Harris � Lantry Aeiter � �[ � � Adopted by Council: Date .s, q� Adoption Certified by Council Secretary i By: Apps By: Requested by Department of: Technoogy,& Manaqement Services gY � / lN" ti��c��� Form Approved by City Attorney By : � FS' — Approv Mayo o Sub sion to Council By: q�-'!Z°l DEPARTMENT/OFFIC UNCIL OATEINI77ATED GREEN SHEET N� 3 1889 Tech & Mgmt Services uumnwnre iNmnvoare CONTACf PERSON & PNONE � DEPARTMEWT DIREGT�R GITY CAUNCIL A5516N CfTYATtORNEY CT'CLERK M N IL AGENDA BY (DA ) NUYBER FOP O BUDGEr DIqECTOR O FlN. & MGT. SERVICES DIR. NOUi1NG �Ep � MAVOR (OR ASSISTANT) � TOTAL # OF SIGNATUpE GES � (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED: Adopt attached resolution authorizing the appropriate officials to execute a joint powers agreement with Ramsey County to_implement a central vendor certification system. RECOMMENDA7i0NS: Approve (A) or Feject (R) PERSONAL SERYICE CONTHACTS MUST ANSWER TXE FOLLOWING �UESTIONS: _ PLANNING CAMMISSION _ CML SERVICE COMMISSION �� Hes this (18rSONfitm ever wofkBd under e COMfaCt for Mis tlep8rtrtlent? � _ CIB COMMIiTEE _ �'ES NO 2. Has this person/firm aver been a ciry employee? — �� — YES NO _ OISIRIC7 CAURT _ 3. Does this person/firm possess a skill not nmmalVy possessatl by any curteM city employee? SUPPORTS WHICH COUNpL O&IECTIVE4 YES NO Explain el1 yes answers on aepante sheet antl ettaeh to grean sheet INRIATING PROBLEM, ISSUE, OPPORTUNIN (Wlq, What. WM1en, WhBre. Why): Currently vendors who wish to participate in various small business programs in the Twin Cit e area must file certification paperwork with individual jurisdictions. This is costly and does not produce value for the vendors. St. Paul staff have worked with Minneapolis, Hennep n County, Ramsey County and ISD 625 staff to develop a plan for central certification. Vendor will benefit from having a"one-stop" certification process and the jurisdictions wi11 be able to save money by sharing certification costs. ADVANTAGES IFAPPROVED: Easier, clearer certification process for vendors; cost benefits to jurisdictions. D1SApVANTAGES IF APPROVED: We have never done this before. We don't know for sure that this will work as expected. However, there appear to be few risks. DISADVANTAGES IF NOTAPPROVED: Excessive paperwork frustrates vendors; it is very time consuming and costly for each jurisdiction to do exactly the same work. Council Resaarc� Cer�f�r AUG�3�� TOTAL AMOUNT OF TFANSACTION S 4 � � �nn COST/REVENUE BUDGE7ED (CIRCLE ONE) ES� NO FUNDIHGSOURCE n al fttnd�rnntin�ln� pCTIVITYNUMBER 0�'��0 FINANCIAL INFORMATION: (EXPLAIN) FINAL DRAFT � •_-� / � V V CENTRAL CERTIFICATION COLLABORATIVE AGREEMENT BETWEEN RAVISEY COLJNTY AND U: This A�reement is between Ramsey County, a political subdivision of the State of Minnesota (hereinafter "Ramsey') and o, a a (hereinafrer "a"). WI�REAS, Ramsey issued a Request for Proposals (hereinafter "RFP") for design and impiementation of a program consistent with Ramsey's adopted Principies for Inclusiveness in Contractina, and WHEREAS, the RFP notified vendors that central certification services might be requested jointly by Ramsey and other local governmental units; and , WHEREAS, Ramsey has entered into a contract with IMPACT, 10550 Wayzata Boulevazd, Minnetonka, Mn. ("IMPACT"), for the provision of design services for a program to implement Ramsey's Principies for Inclusiveness in Contracting; and WHEREAS, Ramsey, the City of Saint Paul, Hennepin County, the City of Minneapolis, and Independent School District 625 (collectively refened to as the "Collaborative") desire to offer certification services to businesses in the marketplace on a"one-stop shopping" basis in order to increase the participation in each member's small business, women-owned business, or minority- owned business enterprise program; and WHEREAS, the members of the Coilaborative desire to purchase services from IMPACT for the implementation and operation of a centralized program for certification of business in the Collaborative members' respective small business, minority-owned business, or women-owned business enterprise programs (hereinafter referred to as the "Pro�ram"); and WHEREAS, pursuant to Minnesota Statutes Section 471.59, two or more governmental units are authorized to enter into an agreement providing for the exercise of common powers by one govemmental unit on behalf of other participating units; and R'HEREAS, the members of the Collaborative are al1 govemmental units within the definition of that term in Minnesota Statutes Section 471.59; and WHEREAS, the members of the Collaborative wish to have Ramsey enter into a contract with IMPACT for the provision of Program services on behalf of the members of the Collaborative; NOW, THEREFOI2E, the parties agree as follows: � authorizes Ramsey to enter into an aa eement with IMPACT for the provision of Program services to o as a member of the Collaborative. Upon execution of the agreement between IMPACT and Ramsey, a copy of the agreement shall be attached as Exhibit A and become a part of this a;reement between Ramsey and <>. COLLABORATIVE AGREEMENT BE'I1�BEN RAMSEY COUNTY AND o � C. �� �l 0 2. o acknowledges that, under the agreement between Ramsey and IMPACT for Program services to the Collaborative (hereinafter refened to as the "AgreemenP'), IMPACT will invoice o directly for its share of the cost of the Program services provided by IMPACT, as those costs and cost-sharing responsibilities are oudined in the Agreement, and o hereby ab ees to pay such invoiced costs. 3. Certification Collaborati��e Executice Committee At least 30 davs urior to implementation of the Proarampursuant to the Asreement between Rainsev and L'41P,�CT. � shail appoint �taff to rhe CertiYication Collaborati�•e Executi�-e Committee. �i. Withdrawai from Participation a. �4. L� c. G e. If <> or any other member of the Collaborative decides to withdraw from participation in the Collaborative prior to the expiration of Ramsey's Agreement with IMPACT, o or the other withdrawing member shall give Ramsey no fewer than 30 days' written notice of its decision. Upon receipt of such notice, Ramsey shall consult with the remaining members of the Coliaborative regardin� ternunatlon of Ramsey's Agreement with IMPACT for central certification services on behalf of the Collaborative. If Ramsey and the remaining members of the Collaborative elect not to terminate the A�reement, Ramsey shall request written documentation from IMPACT on the additional cost, if any, for IMPACT to modify, revise, and reprint any Program materials and databases because of the member's withdrawal from the Coliaborative. Ramsey shall notify the withdrawing member of such costs and the withdrawing member shall be responsible for payment of such costs, if any, directly to IMPACT. The withdrawing member shall be responsible for fulfilling all of its obligations, including payment of costs, under the Agreement, through the effective date of withdrawal. A withdrawing member shall not be entided to a return or rebate of its contribution to the cost of Startup Services under the Agreement. Additional members If an additional entity wishes to become a member of the Collaborative, all members of the Collaborative must first agree in writing. 6�. Each party agrees to hoid harmless, defend and indemnify the other members of the Collaborative, their officials, employees, and agents, from any liability, damages, loss, action, or claim arising out of or resulung from the indemnifying party's failure to pay IMPACT following receipt of an invoice under the terms of the Asreement or from any other act or omission of the indemnifying party to perform responsibilities outlined in the Agreement for members of the Collaborauve. Nothing herein shall constitute a waiver by o of its statutory or common law limits of liabilities, immuniues, or defenses. 2 .,�..: COLLABORATIVE AGRL=EMENT BETWEEN RAMSEY COUNTY AND � ��'? ` 7§. Ramsey may not temunate its Aa eement with IMPACT nor agree to an assignment or transfer of IMPACT's interest in its Ab eement with Ramsey unless all members of the Collaborative agree to the temunation, assignment, or transfer. 8�. Any attempt by Ramsey to amend its Agreement with IMPACT to increase the , responsibilities or obiigations of o shall be null and void unless aa eed to in writing by an authorized representative of a. This Agreement is duly executed this day of i•�: RAMSEY COUNTY Susan Hai�h, Chair Board of County Commissioners Bonnie Jackelen, Chief Clerk Boazd of County Commissioners Approval recommended: Michele Timmons, Interim Director Affirmative Action Office Anproved as to form: Assistant County Attorney Fands aze available Account Number: Budgeting & Accounting Insurance Approved: Risk Manager > 3 Council File # "�_ `� + Green Sheet # � u 6 Presented By oR����A� Referred To RESOLUTION CITY OF SAIi3T PAUL, MINNESOTA Committee: Date 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 RESOLVED, that pursuant to Minnesota Statutes 471.59, commonly referred to as the "Joint Powers Act," the proper City of Saint Paul officials are hereby authorized and directed to execute the attached joint powers agreement with Ramsey County that will allow the City of Saint Paul to �� purchase vendor certification services through Ramsey County's contract with IlVLPACT Inc. Copies of said agreements aze to be kept on file and(or record in the O�ce of Financial Services. Y� Navs Absent Benanav Blakev Bostrom Coleman Harris � Lantry Aeiter � �[ � � Adopted by Council: Date .s, q� Adoption Certified by Council Secretary i By: Apps By: Requested by Department of: Technoogy,& Manaqement Services gY � / lN" ti��c��� Form Approved by City Attorney By : � FS' — Approv Mayo o Sub sion to Council By: q�-'!Z°l DEPARTMENT/OFFIC UNCIL OATEINI77ATED GREEN SHEET N� 3 1889 Tech & Mgmt Services uumnwnre iNmnvoare CONTACf PERSON & PNONE � DEPARTMEWT DIREGT�R GITY CAUNCIL A5516N CfTYATtORNEY CT'CLERK M N IL AGENDA BY (DA ) NUYBER FOP O BUDGEr DIqECTOR O FlN. & MGT. SERVICES DIR. NOUi1NG �Ep � MAVOR (OR ASSISTANT) � TOTAL # OF SIGNATUpE GES � (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED: Adopt attached resolution authorizing the appropriate officials to execute a joint powers agreement with Ramsey County to_implement a central vendor certification system. RECOMMENDA7i0NS: Approve (A) or Feject (R) PERSONAL SERYICE CONTHACTS MUST ANSWER TXE FOLLOWING �UESTIONS: _ PLANNING CAMMISSION _ CML SERVICE COMMISSION �� Hes this (18rSONfitm ever wofkBd under e COMfaCt for Mis tlep8rtrtlent? � _ CIB COMMIiTEE _ �'ES NO 2. Has this person/firm aver been a ciry employee? — �� — YES NO _ OISIRIC7 CAURT _ 3. Does this person/firm possess a skill not nmmalVy possessatl by any curteM city employee? SUPPORTS WHICH COUNpL O&IECTIVE4 YES NO Explain el1 yes answers on aepante sheet antl ettaeh to grean sheet INRIATING PROBLEM, ISSUE, OPPORTUNIN (Wlq, What. WM1en, WhBre. Why): Currently vendors who wish to participate in various small business programs in the Twin Cit e area must file certification paperwork with individual jurisdictions. This is costly and does not produce value for the vendors. St. Paul staff have worked with Minneapolis, Hennep n County, Ramsey County and ISD 625 staff to develop a plan for central certification. Vendor will benefit from having a"one-stop" certification process and the jurisdictions wi11 be able to save money by sharing certification costs. ADVANTAGES IFAPPROVED: Easier, clearer certification process for vendors; cost benefits to jurisdictions. D1SApVANTAGES IF APPROVED: We have never done this before. We don't know for sure that this will work as expected. However, there appear to be few risks. DISADVANTAGES IF NOTAPPROVED: Excessive paperwork frustrates vendors; it is very time consuming and costly for each jurisdiction to do exactly the same work. Council Resaarc� Cer�f�r AUG�3�� TOTAL AMOUNT OF TFANSACTION S 4 � � �nn COST/REVENUE BUDGE7ED (CIRCLE ONE) ES� NO FUNDIHGSOURCE n al fttnd�rnntin�ln� pCTIVITYNUMBER 0�'��0 FINANCIAL INFORMATION: (EXPLAIN) FINAL DRAFT � •_-� / � V V CENTRAL CERTIFICATION COLLABORATIVE AGREEMENT BETWEEN RAVISEY COLJNTY AND U: This A�reement is between Ramsey County, a political subdivision of the State of Minnesota (hereinafter "Ramsey') and o, a a (hereinafrer "a"). WI�REAS, Ramsey issued a Request for Proposals (hereinafter "RFP") for design and impiementation of a program consistent with Ramsey's adopted Principies for Inclusiveness in Contractina, and WHEREAS, the RFP notified vendors that central certification services might be requested jointly by Ramsey and other local governmental units; and , WHEREAS, Ramsey has entered into a contract with IMPACT, 10550 Wayzata Boulevazd, Minnetonka, Mn. ("IMPACT"), for the provision of design services for a program to implement Ramsey's Principies for Inclusiveness in Contracting; and WHEREAS, Ramsey, the City of Saint Paul, Hennepin County, the City of Minneapolis, and Independent School District 625 (collectively refened to as the "Collaborative") desire to offer certification services to businesses in the marketplace on a"one-stop shopping" basis in order to increase the participation in each member's small business, women-owned business, or minority- owned business enterprise program; and WHEREAS, the members of the Coilaborative desire to purchase services from IMPACT for the implementation and operation of a centralized program for certification of business in the Collaborative members' respective small business, minority-owned business, or women-owned business enterprise programs (hereinafter referred to as the "Pro�ram"); and WHEREAS, pursuant to Minnesota Statutes Section 471.59, two or more governmental units are authorized to enter into an agreement providing for the exercise of common powers by one govemmental unit on behalf of other participating units; and R'HEREAS, the members of the Collaborative are al1 govemmental units within the definition of that term in Minnesota Statutes Section 471.59; and WHEREAS, the members of the Collaborative wish to have Ramsey enter into a contract with IMPACT for the provision of Program services on behalf of the members of the Collaborative; NOW, THEREFOI2E, the parties agree as follows: � authorizes Ramsey to enter into an aa eement with IMPACT for the provision of Program services to o as a member of the Collaborative. Upon execution of the agreement between IMPACT and Ramsey, a copy of the agreement shall be attached as Exhibit A and become a part of this a;reement between Ramsey and <>. COLLABORATIVE AGREEMENT BE'I1�BEN RAMSEY COUNTY AND o � C. �� �l 0 2. o acknowledges that, under the agreement between Ramsey and IMPACT for Program services to the Collaborative (hereinafter refened to as the "AgreemenP'), IMPACT will invoice o directly for its share of the cost of the Program services provided by IMPACT, as those costs and cost-sharing responsibilities are oudined in the Agreement, and o hereby ab ees to pay such invoiced costs. 3. Certification Collaborati��e Executice Committee At least 30 davs urior to implementation of the Proarampursuant to the Asreement between Rainsev and L'41P,�CT. � shail appoint �taff to rhe CertiYication Collaborati�•e Executi�-e Committee. �i. Withdrawai from Participation a. �4. L� c. G e. If <> or any other member of the Collaborative decides to withdraw from participation in the Collaborative prior to the expiration of Ramsey's Agreement with IMPACT, o or the other withdrawing member shall give Ramsey no fewer than 30 days' written notice of its decision. Upon receipt of such notice, Ramsey shall consult with the remaining members of the Coliaborative regardin� ternunatlon of Ramsey's Agreement with IMPACT for central certification services on behalf of the Collaborative. If Ramsey and the remaining members of the Collaborative elect not to terminate the A�reement, Ramsey shall request written documentation from IMPACT on the additional cost, if any, for IMPACT to modify, revise, and reprint any Program materials and databases because of the member's withdrawal from the Coliaborative. Ramsey shall notify the withdrawing member of such costs and the withdrawing member shall be responsible for payment of such costs, if any, directly to IMPACT. The withdrawing member shall be responsible for fulfilling all of its obligations, including payment of costs, under the Agreement, through the effective date of withdrawal. A withdrawing member shall not be entided to a return or rebate of its contribution to the cost of Startup Services under the Agreement. Additional members If an additional entity wishes to become a member of the Collaborative, all members of the Collaborative must first agree in writing. 6�. Each party agrees to hoid harmless, defend and indemnify the other members of the Collaborative, their officials, employees, and agents, from any liability, damages, loss, action, or claim arising out of or resulung from the indemnifying party's failure to pay IMPACT following receipt of an invoice under the terms of the Asreement or from any other act or omission of the indemnifying party to perform responsibilities outlined in the Agreement for members of the Collaborauve. Nothing herein shall constitute a waiver by o of its statutory or common law limits of liabilities, immuniues, or defenses. 2 .,�..: COLLABORATIVE AGRL=EMENT BETWEEN RAMSEY COUNTY AND � ��'? ` 7§. Ramsey may not temunate its Aa eement with IMPACT nor agree to an assignment or transfer of IMPACT's interest in its Ab eement with Ramsey unless all members of the Collaborative agree to the temunation, assignment, or transfer. 8�. Any attempt by Ramsey to amend its Agreement with IMPACT to increase the , responsibilities or obiigations of o shall be null and void unless aa eed to in writing by an authorized representative of a. This Agreement is duly executed this day of i•�: RAMSEY COUNTY Susan Hai�h, Chair Board of County Commissioners Bonnie Jackelen, Chief Clerk Boazd of County Commissioners Approval recommended: Michele Timmons, Interim Director Affirmative Action Office Anproved as to form: Assistant County Attorney Fands aze available Account Number: Budgeting & Accounting Insurance Approved: Risk Manager > 3 Council File # "�_ `� + Green Sheet # � u 6 Presented By oR����A� Referred To RESOLUTION CITY OF SAIi3T PAUL, MINNESOTA Committee: Date 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 RESOLVED, that pursuant to Minnesota Statutes 471.59, commonly referred to as the "Joint Powers Act," the proper City of Saint Paul officials are hereby authorized and directed to execute the attached joint powers agreement with Ramsey County that will allow the City of Saint Paul to �� purchase vendor certification services through Ramsey County's contract with IlVLPACT Inc. Copies of said agreements aze to be kept on file and(or record in the O�ce of Financial Services. Y� Navs Absent Benanav Blakev Bostrom Coleman Harris � Lantry Aeiter � �[ � � Adopted by Council: Date .s, q� Adoption Certified by Council Secretary i By: Apps By: Requested by Department of: Technoogy,& Manaqement Services gY � / lN" ti��c��� Form Approved by City Attorney By : � FS' — Approv Mayo o Sub sion to Council By: q�-'!Z°l DEPARTMENT/OFFIC UNCIL OATEINI77ATED GREEN SHEET N� 3 1889 Tech & Mgmt Services uumnwnre iNmnvoare CONTACf PERSON & PNONE � DEPARTMEWT DIREGT�R GITY CAUNCIL A5516N CfTYATtORNEY CT'CLERK M N IL AGENDA BY (DA ) NUYBER FOP O BUDGEr DIqECTOR O FlN. & MGT. SERVICES DIR. NOUi1NG �Ep � MAVOR (OR ASSISTANT) � TOTAL # OF SIGNATUpE GES � (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED: Adopt attached resolution authorizing the appropriate officials to execute a joint powers agreement with Ramsey County to_implement a central vendor certification system. RECOMMENDA7i0NS: Approve (A) or Feject (R) PERSONAL SERYICE CONTHACTS MUST ANSWER TXE FOLLOWING �UESTIONS: _ PLANNING CAMMISSION _ CML SERVICE COMMISSION �� Hes this (18rSONfitm ever wofkBd under e COMfaCt for Mis tlep8rtrtlent? � _ CIB COMMIiTEE _ �'ES NO 2. Has this person/firm aver been a ciry employee? — �� — YES NO _ OISIRIC7 CAURT _ 3. Does this person/firm possess a skill not nmmalVy possessatl by any curteM city employee? SUPPORTS WHICH COUNpL O&IECTIVE4 YES NO Explain el1 yes answers on aepante sheet antl ettaeh to grean sheet INRIATING PROBLEM, ISSUE, OPPORTUNIN (Wlq, What. WM1en, WhBre. Why): Currently vendors who wish to participate in various small business programs in the Twin Cit e area must file certification paperwork with individual jurisdictions. This is costly and does not produce value for the vendors. St. Paul staff have worked with Minneapolis, Hennep n County, Ramsey County and ISD 625 staff to develop a plan for central certification. Vendor will benefit from having a"one-stop" certification process and the jurisdictions wi11 be able to save money by sharing certification costs. ADVANTAGES IFAPPROVED: Easier, clearer certification process for vendors; cost benefits to jurisdictions. D1SApVANTAGES IF APPROVED: We have never done this before. We don't know for sure that this will work as expected. However, there appear to be few risks. DISADVANTAGES IF NOTAPPROVED: Excessive paperwork frustrates vendors; it is very time consuming and costly for each jurisdiction to do exactly the same work. Council Resaarc� Cer�f�r AUG�3�� TOTAL AMOUNT OF TFANSACTION S 4 � � �nn COST/REVENUE BUDGE7ED (CIRCLE ONE) ES� NO FUNDIHGSOURCE n al fttnd�rnntin�ln� pCTIVITYNUMBER 0�'��0 FINANCIAL INFORMATION: (EXPLAIN) FINAL DRAFT � •_-� / � V V CENTRAL CERTIFICATION COLLABORATIVE AGREEMENT BETWEEN RAVISEY COLJNTY AND U: This A�reement is between Ramsey County, a political subdivision of the State of Minnesota (hereinafter "Ramsey') and o, a a (hereinafrer "a"). WI�REAS, Ramsey issued a Request for Proposals (hereinafter "RFP") for design and impiementation of a program consistent with Ramsey's adopted Principies for Inclusiveness in Contractina, and WHEREAS, the RFP notified vendors that central certification services might be requested jointly by Ramsey and other local governmental units; and , WHEREAS, Ramsey has entered into a contract with IMPACT, 10550 Wayzata Boulevazd, Minnetonka, Mn. ("IMPACT"), for the provision of design services for a program to implement Ramsey's Principies for Inclusiveness in Contracting; and WHEREAS, Ramsey, the City of Saint Paul, Hennepin County, the City of Minneapolis, and Independent School District 625 (collectively refened to as the "Collaborative") desire to offer certification services to businesses in the marketplace on a"one-stop shopping" basis in order to increase the participation in each member's small business, women-owned business, or minority- owned business enterprise program; and WHEREAS, the members of the Coilaborative desire to purchase services from IMPACT for the implementation and operation of a centralized program for certification of business in the Collaborative members' respective small business, minority-owned business, or women-owned business enterprise programs (hereinafter referred to as the "Pro�ram"); and WHEREAS, pursuant to Minnesota Statutes Section 471.59, two or more governmental units are authorized to enter into an agreement providing for the exercise of common powers by one govemmental unit on behalf of other participating units; and R'HEREAS, the members of the Collaborative are al1 govemmental units within the definition of that term in Minnesota Statutes Section 471.59; and WHEREAS, the members of the Collaborative wish to have Ramsey enter into a contract with IMPACT for the provision of Program services on behalf of the members of the Collaborative; NOW, THEREFOI2E, the parties agree as follows: � authorizes Ramsey to enter into an aa eement with IMPACT for the provision of Program services to o as a member of the Collaborative. Upon execution of the agreement between IMPACT and Ramsey, a copy of the agreement shall be attached as Exhibit A and become a part of this a;reement between Ramsey and <>. COLLABORATIVE AGREEMENT BE'I1�BEN RAMSEY COUNTY AND o � C. �� �l 0 2. o acknowledges that, under the agreement between Ramsey and IMPACT for Program services to the Collaborative (hereinafter refened to as the "AgreemenP'), IMPACT will invoice o directly for its share of the cost of the Program services provided by IMPACT, as those costs and cost-sharing responsibilities are oudined in the Agreement, and o hereby ab ees to pay such invoiced costs. 3. Certification Collaborati��e Executice Committee At least 30 davs urior to implementation of the Proarampursuant to the Asreement between Rainsev and L'41P,�CT. � shail appoint �taff to rhe CertiYication Collaborati�•e Executi�-e Committee. �i. Withdrawai from Participation a. �4. L� c. G e. If <> or any other member of the Collaborative decides to withdraw from participation in the Collaborative prior to the expiration of Ramsey's Agreement with IMPACT, o or the other withdrawing member shall give Ramsey no fewer than 30 days' written notice of its decision. Upon receipt of such notice, Ramsey shall consult with the remaining members of the Coliaborative regardin� ternunatlon of Ramsey's Agreement with IMPACT for central certification services on behalf of the Collaborative. If Ramsey and the remaining members of the Collaborative elect not to terminate the A�reement, Ramsey shall request written documentation from IMPACT on the additional cost, if any, for IMPACT to modify, revise, and reprint any Program materials and databases because of the member's withdrawal from the Coliaborative. Ramsey shall notify the withdrawing member of such costs and the withdrawing member shall be responsible for payment of such costs, if any, directly to IMPACT. The withdrawing member shall be responsible for fulfilling all of its obligations, including payment of costs, under the Agreement, through the effective date of withdrawal. A withdrawing member shall not be entided to a return or rebate of its contribution to the cost of Startup Services under the Agreement. Additional members If an additional entity wishes to become a member of the Collaborative, all members of the Collaborative must first agree in writing. 6�. Each party agrees to hoid harmless, defend and indemnify the other members of the Collaborative, their officials, employees, and agents, from any liability, damages, loss, action, or claim arising out of or resulung from the indemnifying party's failure to pay IMPACT following receipt of an invoice under the terms of the Asreement or from any other act or omission of the indemnifying party to perform responsibilities outlined in the Agreement for members of the Collaborauve. Nothing herein shall constitute a waiver by o of its statutory or common law limits of liabilities, immuniues, or defenses. 2 .,�..: COLLABORATIVE AGRL=EMENT BETWEEN RAMSEY COUNTY AND � ��'? ` 7§. Ramsey may not temunate its Aa eement with IMPACT nor agree to an assignment or transfer of IMPACT's interest in its Ab eement with Ramsey unless all members of the Collaborative agree to the temunation, assignment, or transfer. 8�. Any attempt by Ramsey to amend its Agreement with IMPACT to increase the , responsibilities or obiigations of o shall be null and void unless aa eed to in writing by an authorized representative of a. This Agreement is duly executed this day of i•�: RAMSEY COUNTY Susan Hai�h, Chair Board of County Commissioners Bonnie Jackelen, Chief Clerk Boazd of County Commissioners Approval recommended: Michele Timmons, Interim Director Affirmative Action Office Anproved as to form: Assistant County Attorney Fands aze available Account Number: Budgeting & Accounting Insurance Approved: Risk Manager > 3