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01-167�� si�,t :� `.� 6� ! � � [ � �'i � Council File # O � � �1.� Green Sheet # 111703 CITY OF SAIi(4' P 0 �1 Presented By: Referred To: Committee:Date: 1 BE IT RESOLVED, that the Saint Panl Police Department is alti�orized to enter into the attached 2 agreement, which includes an indemn�cation clause, with Merrick Community Services for 3 project coordination of Police Department issues at the Summit University weed and seed site. A copy 4 of said agreement is to be kept on file and on record in the Office of Financial Services. 5 6 7 8 9 10 11 12 13 14 -, 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 Requested by Department of: Benanav Bostrom Coleman Adopted by Council: Date: Adoption Certified by Council Secretary: By: '"� 'a. {� �... Approved by 1Vlayor: Date: /�� /�� j By: MerrickSummitU W eed&Seed-cr-01 � Form Approved by�C'•ity Attorney: By: M� ��,• f �- �� s. � Approved y Mayor fo Submission to Council: / By: � DF�PARYM�YT/OFFICE/COUNCIL DATE INITIATED Po�i�e z�s�ot GREEN SHEET No. 111703 ONTACT ER N PHONE INI7IAVDA INmaVDA7E ' WilliamFinIIey 292-3588 1 oernmxexroirsECron . �r� 4 crrrwuxa�,�,�"� �� CrtrnnoaxEV_� ❑cmciewc ❑Fwnxcw.s�mcFSOiz� ❑cw,wcvasrnwnccre � J �wron{oxr556rpH[7, ❑H��+nWtrts 1� TOTAL # OF SIGNATURE PAGES 1 (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED ' Signatures requested on the attached council resolution authorizing the St Paul Police Depamnent to enter into an agreement, which includes an indemnificarion clause, with Merrick Community Services for project coordinarion of Police Depariment issues at the Summit University weed and seed site. RECOMMENDATION AppfoVe (A) O� RejeCt (R) PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: i. Has this persoNfirm ever worked under a contrect for this department? PLANN�NG COMMISSION YES NO CIB COMMII'TEE 2. Has this person/firm ever been a city employee? ' CIVIL SERVICE COMMISSION YES NO ' 3. Does this persoNfirm possess a skill not normally possessed by any currerM1 city employee� YES NO ' 4 Is this person/frm a targeted vendoi? YES NO ' Explain all yes answers on separate sheet and attach to green sheet , INITIATING PROBLEM ISSUE, OPPORTUNITY (WHQ WHA7, WHEN, WHERE, WHY) . Merrick Community Services has funds available to reimburse the Saint Paul Police Department for services needed to improve police/community relations at the Suvimit University weed & seed site. , 1 I��1 V �� ._ ADVANTAGESIFAPPROVED FEU v Y �UJ� _' Strengthened police/community relations in the Snnuiut Univexsity area. C �T�/ A " f o�� El/ ' ' DISADVANTAGES IF APPROVED None . DISAOVANTAGES lF NOT APPROVEO Lost opporhwity to partnership with Merrick Community Services to improve the quality of life in the Summit University azea. ;.� Cotx� R�search C�nter A Cl • � � . - TOTAL AMOUNT OF TRANSAG710N $ 4,446.73 COST/REVENUE BUDGETED (CIRCLE ONE) YES ' � FUNDING SOURCE MeTLiClc CommuIIity Services ACTIVItt NUMBER OO1-04100 . � FINANCIAL INFORMATION EXPLAIN MerrickSummitWeed&Seed-cr.01 o t- �4`� suscorrr�cT THIS SUBCON�'RACT is e�ered into this 1�` day of 3anuary 1, 2001, by and between Merrick Community Services, a Minnesota nonprofit corporation ("Merrick") and the St. Paul Police Depaztment. RECITALS A. Merrick, acting as the fiscal agent for Summit-University Weed & Seed program, shall enter into a Contract with the Subcontractor. B. The purpose of the Weed & Seed Contract, is to have Merrick enter into a Contract with the Subcontractor to provide police overtime to the Summit-University area. C. In order to cany out its obligations under the Weed & Seed Contract, Memck desires to engage the services of the Subcontractor, and the Subcontractor desires to provide such services pursuant to the terms and conditions set forth herein. NOW, TF�REFORE, in consideration of the mutual promises, convenants, and conditions set forth herein the parties hereby agree as follows: 1. Services. During the term of this Subcontract, the Subcontractor agrees to provide project coordination of Police Department Issues, and any related services, above and beyond the regular scope of duty, to the Summit-University Weed & Seed site, as recognizsd and defined in the grant awarded by the State of Minnesota. Such services shall include, but not limited to: attendance at Steering Committee meetings, whenever possible, sufficient staff and/or overtime hours to increase Police presence, good faith efforts toward strengthened police/community relations, and works toward improved community quality of life, as permitted by funds allowed. The Subcontractor shall consult with or report to the Weed & Seed Coordinator ancVor members of the Steering Committee as needed increased forwazd progress of the Weed & Seed strategy. 2. Pavment and Reimbursement. In exchange for the Services to be performed hereunder by the Subcontractor, Merrick shall pay the Subcontractor a maximum of $4,446.73 on a reimbursable basis. Such payments shall be accepted by the Subcontractor as payment in full for the Services. All payments aze conditional upon compliance by the Subcornractor in accordance with Minn. Stat. *245.485 to *245.4888 and all other applicable laws, rules and standazds. 3. Books and Records. The Subcontractor agrees to maintain books, records, documems and other evidence of this Subcontract in the manner pres�: ibed from time to time by Merrick or the Weed & Seed pmgam. The Subcontractor shall provide access to such books and records from time to time as reasonably requested by Merrick or the Weed & Seed program. 4. Terms. The terms of the Subcontract shall be for the period January 1, 2001 to Febniary 28, 2001 provided that either the Subcontractor Merrick may terminate this Contract upon thirty (30) days notice to the other party, and provided farther that this Subcontractor shall terminate immediately and without notice in the event the Weed & Seed Contract with Merrick is terminated. , -... Ot-«R Representations and Warranties ofthe Snbcontractor. (a) Compliance with Laws: Licensure. The Subcontractor agrees to comply with all federal, state, courny and locai laws, regulations, ordinances, rules and certifications as pertaining to the facilities, programs, and staff for which the Subcontractor is responsible during the term of this Contract. This will include, but not be limited to, current health, fire marshall and progzam licenses, zoning standards, staff certification requirements, and all other applicable laws, regulations, ordinances, rules, and certifications which are effective or wiii become effecfive dtuing the term of this Conixact. Any failure of the Subcontractor to comply with the requuements of this pazagraph 5(a) shall constitute cause for cancellation of this Contract by Mesicic Not withstanding any other provision of this Contract, such cancellation may be effective, in the sole discretion of Merrick, as of the date of failure. (b) Compliance with Contract. The Subcontractor agrees to comply with all of the provisions of the Weed & Seed Contract, including, without limitation, the provisions relating (1) to an annual certified audit contained 'm Section II[.H, (ri) to statutory and orgaz�izational requirements contained in Section N, and (ui) to equal employment upon family and aivil rights contained in Section V. 6. Independent Contractor Status. It is agreed that nothing contained in this Contact is intended or should be construed as creating the relationship of co-partners, joint venturers, or an association with Menick and the Subcontractor. The Subcontractor is an independent contractor and neither it, its employees, agents nor representatives shall be considered employees, agents or representatives of Memck. Except as otherwise provided herein, the Subcontractor shall maintain in all respects the personnel by which this Contract is performed. From any amounts due the Subcontractor, there will be no deductions for federal income tax or FICA payments, or for any state income taz, nor for any other purposes which aze associated with any employer/employee relationship unless required by law. Payment of federal income tax, FICA payments and state income tax aze the responsibility of the Subcontractor. 7. Indemnification Merrick. Except when caused by the negligence of Mertick the Subcontractor agrees to defend, indemnify, and hold barmless Merrick, its directors, officers, employees, and agents against any and all liabilities, losses, daw2ges, costs, and expenses, including attomey's fees, which Merrick any sustain, incur or be required to pay by reason of any act or omission of the Subcontractor, its agents, directors, officers, or employees during the performance under this Contract. 8. Insurance. The Subcontractor agrees that to protect itself as well as Merrick and the Weed & Seed prograui under the indemnification clause i�rthis Contract, it will at all times during the terms of this Contract have and keep in force the following inc�„�ance all of which shall name Menick and the Weed & Seed program as an additional insured: (a) General Liability Insurance Commercial General Liability Insurance (ISO CGL form) Minimum Limits: �� 01- t4`1 $ 750,000 each event limit $1,000,000 genera.l aggreSate $1,000,000 pzvductslcompleted operations total limit $ 750,000 personal injury & advertising liability The poficy is to be written on an occurrence basis or as acceptable to the Wced & Seed program. Certificates of Insivance must indicate if the poIicy is issued on a c]aims-made or occuirence basis and if coverage is provided for X, C, U barards if applicable. The VJeed & Seed program, its officials and employees shall be added as additional insured with a cross iiability/cross suits clause for the protection for the VJeed & Seed progra�. (b) Automobile Liability Ins�sance Minimum Limits: $750,000 combined Single Limit Coverage shall include: hired, nor-owned and owned auto (c) Worker's Compensation & Employer's Liability Worker's Compensation per Minnesota State Statute Employer's Liability Minimum Limits: $500,000 per accident, $500,000 per employee $500,000 per disease policy Timit Other Staie Coverage {d) Professional liability Insivance (if applicable) Minimum Limits: � 750,t100 per claim $1,000,000 aggregate (e} Fidelity bond (covering employees having access to money) in a totat amount of $50,000 (if applicable) ( fl Certificate shall specifically indicate if pplicy is written with an adnutted or non- admitted carrier. Best's rating for the insurer_shall be uoted on the certificate, and s3�aL1 no# be less than a B+. ,_- (g) P,il certificates of in�,�.�nce shall provide that the insurance company give Mesick and the Weed & Seed program thirty (30) days prior written notice of cancellation, non-renewal or any material changes in the policy. (h) Pazagraphs (a) through (c) establish minimum insurance requirements, and it is the sole responsbility of the Subcontractor to purchase and maintain additional inc,,,xince that may be necessary in connection with this Aa eement. '�4 ol-I��l (� The Subcontractor sball not commence work imtil the Subcontractor has obtained required ;n�,r�ce and filed an acceptable certificate of insurance with Merrick. Copies of inc��r;,nce policies shall be submitted to the Weed & Seed program upon request. (j) Nothing in this subcontract shall constitute a waiver by Memck of any statutory limit or exceptions on liability. (k) On certificate, insurance agent shall certify whether or not he/she ]�as errors and omissions coverage. The Subcontractor agrees to provide Memck with certificates of insurance. 9. Confidentialitv. (a) The parties acknowledge that certaui confidential information may be transmitted or disclosed by the parties to each other in connection with their perforn�ance under this Contract. For purposes of this Contract, "confidential information" includes financial information, patient records and accounts, trade secrets, and all other information designaxed by the Weed & Seed program, Merrick or the Subcontractor (and communicated to the other parties) as confidential. Generic knowledge or information publicly known that is generally employed by the trade sha11 not be deemed part of he confidential information. (b) The parties shall not, at any tune, directly or indirectly, use, copy, reveal, report, memorialize, publish, duplicate or otherwise disclose to any ttrird party in any way whatsoever any confidential information without the written consent of the other party, which consent shall be exercised in the sole discretion of such pariy. The parties shall receive, maintain and sue the confidentiat information in the strictest of confidence and use best efforts to keep the confidential information strictly confidential and to preserve disclosure thereof. 10. Miscellaneous. (s) Assignment. The rights, interest and obligations of the Subcontractor under the provisions of this Contract shall not be assignable without he prior written consent of Merrick. (b) Notices. Any notice or other communication required or permitted to be given or served upon any of the parties under this ^ontract shall be sufficiently delivered, given or served if delivered personally to such party as set forth below or at such other address as such party shall designate, by giving written notice to the other parties as follows: In case of notice to Merrick: Memck Community Services 715 Edgerton Street St. Paul, MN 55101 Attention: Francis Ivory � . . � �_ . ' � In case of notice to the Subcontractor: {c) St Paul Police Department 100 E. i l Street St Paul, MN 55101 Attention: Amy Brown Amendments. t3ay alteratior:, mo3ification, waiver or asend�uent of the grovisions of this Conizact shall be valid only when reduced to writing, as an amendmern and signed by both parties. O � �� (d) No Waiver. Failure of either party hereto to enforce any term or provision of this Contract shall not be construed as a waiver of such term or provision or of the right to enforce such term or provision. (e) Entire Aereement: Severability. It is understood and agreed that the entire Contract of the parties is contained herein and that this Contract supersedes atl orat agreemerns and negotiations between the parties relating to this subject matter as well as aay previous Contracts of the parties presently in effect relating to the subject matter hereof. The provisions of this Contract aze several. If any paragraph, section, subdivision, sentence, clause, or other provision of this Contract is, for a�y reason. held to be contrary to any law, rule or regulation, such decision shaLl not affect the remaining provisions of this Contract. (i} �g) Construction: Apnlicabie Law. This Contract shall be constr�ucted under and governed by the laws of the State of Minnesota. Counterparts. This Contract may be executed in several counterparts, each of which sha1l !� deemed to � an ar.ginzl, hut atl of w�ch s':3a1; constitute ona an3 � - . .� - � .r_�� - � . IN WITNESS WHEIZEOF, the parties have executed tlus Contract on the date first above Forthe City � Approved to form: Assistant City Attomey Director, Office of Financial Merrick Commiuuty S ces a Minaesota ao corporation E�cecutive Director \ St. Paul Department By Its Chief of Police �� si�,t :� `.� 6� ! � � [ � �'i � Council File # O � � �1.� Green Sheet # 111703 CITY OF SAIi(4' P 0 �1 Presented By: Referred To: Committee:Date: 1 BE IT RESOLVED, that the Saint Panl Police Department is alti�orized to enter into the attached 2 agreement, which includes an indemn�cation clause, with Merrick Community Services for 3 project coordination of Police Department issues at the Summit University weed and seed site. A copy 4 of said agreement is to be kept on file and on record in the Office of Financial Services. 5 6 7 8 9 10 11 12 13 14 -, 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 Requested by Department of: Benanav Bostrom Coleman Adopted by Council: Date: Adoption Certified by Council Secretary: By: '"� 'a. {� �... Approved by 1Vlayor: Date: /�� /�� j By: MerrickSummitU W eed&Seed-cr-01 � Form Approved by�C'•ity Attorney: By: M� ��,• f �- �� s. � Approved y Mayor fo Submission to Council: / By: � DF�PARYM�YT/OFFICE/COUNCIL DATE INITIATED Po�i�e z�s�ot GREEN SHEET No. 111703 ONTACT ER N PHONE INI7IAVDA INmaVDA7E ' WilliamFinIIey 292-3588 1 oernmxexroirsECron . �r� 4 crrrwuxa�,�,�"� �� CrtrnnoaxEV_� ❑cmciewc ❑Fwnxcw.s�mcFSOiz� ❑cw,wcvasrnwnccre � J �wron{oxr556rpH[7, ❑H��+nWtrts 1� TOTAL # OF SIGNATURE PAGES 1 (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED ' Signatures requested on the attached council resolution authorizing the St Paul Police Depamnent to enter into an agreement, which includes an indemnificarion clause, with Merrick Community Services for project coordinarion of Police Depariment issues at the Summit University weed and seed site. RECOMMENDATION AppfoVe (A) O� RejeCt (R) PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: i. Has this persoNfirm ever worked under a contrect for this department? PLANN�NG COMMISSION YES NO CIB COMMII'TEE 2. Has this person/firm ever been a city employee? ' CIVIL SERVICE COMMISSION YES NO ' 3. Does this persoNfirm possess a skill not normally possessed by any currerM1 city employee� YES NO ' 4 Is this person/frm a targeted vendoi? YES NO ' Explain all yes answers on separate sheet and attach to green sheet , INITIATING PROBLEM ISSUE, OPPORTUNITY (WHQ WHA7, WHEN, WHERE, WHY) . Merrick Community Services has funds available to reimburse the Saint Paul Police Department for services needed to improve police/community relations at the Suvimit University weed & seed site. , 1 I��1 V �� ._ ADVANTAGESIFAPPROVED FEU v Y �UJ� _' Strengthened police/community relations in the Snnuiut Univexsity area. C �T�/ A " f o�� El/ ' ' DISADVANTAGES IF APPROVED None . DISAOVANTAGES lF NOT APPROVEO Lost opporhwity to partnership with Merrick Community Services to improve the quality of life in the Summit University azea. ;.� Cotx� R�search C�nter A Cl • � � . - TOTAL AMOUNT OF TRANSAG710N $ 4,446.73 COST/REVENUE BUDGETED (CIRCLE ONE) YES ' � FUNDING SOURCE MeTLiClc CommuIIity Services ACTIVItt NUMBER OO1-04100 . � FINANCIAL INFORMATION EXPLAIN MerrickSummitWeed&Seed-cr.01 o t- �4`� suscorrr�cT THIS SUBCON�'RACT is e�ered into this 1�` day of 3anuary 1, 2001, by and between Merrick Community Services, a Minnesota nonprofit corporation ("Merrick") and the St. Paul Police Depaztment. RECITALS A. Merrick, acting as the fiscal agent for Summit-University Weed & Seed program, shall enter into a Contract with the Subcontractor. B. The purpose of the Weed & Seed Contract, is to have Merrick enter into a Contract with the Subcontractor to provide police overtime to the Summit-University area. C. In order to cany out its obligations under the Weed & Seed Contract, Memck desires to engage the services of the Subcontractor, and the Subcontractor desires to provide such services pursuant to the terms and conditions set forth herein. NOW, TF�REFORE, in consideration of the mutual promises, convenants, and conditions set forth herein the parties hereby agree as follows: 1. Services. During the term of this Subcontract, the Subcontractor agrees to provide project coordination of Police Department Issues, and any related services, above and beyond the regular scope of duty, to the Summit-University Weed & Seed site, as recognizsd and defined in the grant awarded by the State of Minnesota. Such services shall include, but not limited to: attendance at Steering Committee meetings, whenever possible, sufficient staff and/or overtime hours to increase Police presence, good faith efforts toward strengthened police/community relations, and works toward improved community quality of life, as permitted by funds allowed. The Subcontractor shall consult with or report to the Weed & Seed Coordinator ancVor members of the Steering Committee as needed increased forwazd progress of the Weed & Seed strategy. 2. Pavment and Reimbursement. In exchange for the Services to be performed hereunder by the Subcontractor, Merrick shall pay the Subcontractor a maximum of $4,446.73 on a reimbursable basis. Such payments shall be accepted by the Subcontractor as payment in full for the Services. All payments aze conditional upon compliance by the Subcornractor in accordance with Minn. Stat. *245.485 to *245.4888 and all other applicable laws, rules and standazds. 3. Books and Records. The Subcontractor agrees to maintain books, records, documems and other evidence of this Subcontract in the manner pres�: ibed from time to time by Merrick or the Weed & Seed pmgam. The Subcontractor shall provide access to such books and records from time to time as reasonably requested by Merrick or the Weed & Seed program. 4. Terms. The terms of the Subcontract shall be for the period January 1, 2001 to Febniary 28, 2001 provided that either the Subcontractor Merrick may terminate this Contract upon thirty (30) days notice to the other party, and provided farther that this Subcontractor shall terminate immediately and without notice in the event the Weed & Seed Contract with Merrick is terminated. , -... Ot-«R Representations and Warranties ofthe Snbcontractor. (a) Compliance with Laws: Licensure. The Subcontractor agrees to comply with all federal, state, courny and locai laws, regulations, ordinances, rules and certifications as pertaining to the facilities, programs, and staff for which the Subcontractor is responsible during the term of this Contract. This will include, but not be limited to, current health, fire marshall and progzam licenses, zoning standards, staff certification requirements, and all other applicable laws, regulations, ordinances, rules, and certifications which are effective or wiii become effecfive dtuing the term of this Conixact. Any failure of the Subcontractor to comply with the requuements of this pazagraph 5(a) shall constitute cause for cancellation of this Contract by Mesicic Not withstanding any other provision of this Contract, such cancellation may be effective, in the sole discretion of Merrick, as of the date of failure. (b) Compliance with Contract. The Subcontractor agrees to comply with all of the provisions of the Weed & Seed Contract, including, without limitation, the provisions relating (1) to an annual certified audit contained 'm Section II[.H, (ri) to statutory and orgaz�izational requirements contained in Section N, and (ui) to equal employment upon family and aivil rights contained in Section V. 6. Independent Contractor Status. It is agreed that nothing contained in this Contact is intended or should be construed as creating the relationship of co-partners, joint venturers, or an association with Menick and the Subcontractor. The Subcontractor is an independent contractor and neither it, its employees, agents nor representatives shall be considered employees, agents or representatives of Memck. Except as otherwise provided herein, the Subcontractor shall maintain in all respects the personnel by which this Contract is performed. From any amounts due the Subcontractor, there will be no deductions for federal income tax or FICA payments, or for any state income taz, nor for any other purposes which aze associated with any employer/employee relationship unless required by law. Payment of federal income tax, FICA payments and state income tax aze the responsibility of the Subcontractor. 7. Indemnification Merrick. Except when caused by the negligence of Mertick the Subcontractor agrees to defend, indemnify, and hold barmless Merrick, its directors, officers, employees, and agents against any and all liabilities, losses, daw2ges, costs, and expenses, including attomey's fees, which Merrick any sustain, incur or be required to pay by reason of any act or omission of the Subcontractor, its agents, directors, officers, or employees during the performance under this Contract. 8. Insurance. The Subcontractor agrees that to protect itself as well as Merrick and the Weed & Seed prograui under the indemnification clause i�rthis Contract, it will at all times during the terms of this Contract have and keep in force the following inc�„�ance all of which shall name Menick and the Weed & Seed program as an additional insured: (a) General Liability Insurance Commercial General Liability Insurance (ISO CGL form) Minimum Limits: �� 01- t4`1 $ 750,000 each event limit $1,000,000 genera.l aggreSate $1,000,000 pzvductslcompleted operations total limit $ 750,000 personal injury & advertising liability The poficy is to be written on an occurrence basis or as acceptable to the Wced & Seed program. Certificates of Insivance must indicate if the poIicy is issued on a c]aims-made or occuirence basis and if coverage is provided for X, C, U barards if applicable. The VJeed & Seed program, its officials and employees shall be added as additional insured with a cross iiability/cross suits clause for the protection for the VJeed & Seed progra�. (b) Automobile Liability Ins�sance Minimum Limits: $750,000 combined Single Limit Coverage shall include: hired, nor-owned and owned auto (c) Worker's Compensation & Employer's Liability Worker's Compensation per Minnesota State Statute Employer's Liability Minimum Limits: $500,000 per accident, $500,000 per employee $500,000 per disease policy Timit Other Staie Coverage {d) Professional liability Insivance (if applicable) Minimum Limits: � 750,t100 per claim $1,000,000 aggregate (e} Fidelity bond (covering employees having access to money) in a totat amount of $50,000 (if applicable) ( fl Certificate shall specifically indicate if pplicy is written with an adnutted or non- admitted carrier. Best's rating for the insurer_shall be uoted on the certificate, and s3�aL1 no# be less than a B+. ,_- (g) P,il certificates of in�,�.�nce shall provide that the insurance company give Mesick and the Weed & Seed program thirty (30) days prior written notice of cancellation, non-renewal or any material changes in the policy. (h) Pazagraphs (a) through (c) establish minimum insurance requirements, and it is the sole responsbility of the Subcontractor to purchase and maintain additional inc,,,xince that may be necessary in connection with this Aa eement. '�4 ol-I��l (� The Subcontractor sball not commence work imtil the Subcontractor has obtained required ;n�,r�ce and filed an acceptable certificate of insurance with Merrick. Copies of inc��r;,nce policies shall be submitted to the Weed & Seed program upon request. (j) Nothing in this subcontract shall constitute a waiver by Memck of any statutory limit or exceptions on liability. (k) On certificate, insurance agent shall certify whether or not he/she ]�as errors and omissions coverage. The Subcontractor agrees to provide Memck with certificates of insurance. 9. Confidentialitv. (a) The parties acknowledge that certaui confidential information may be transmitted or disclosed by the parties to each other in connection with their perforn�ance under this Contract. For purposes of this Contract, "confidential information" includes financial information, patient records and accounts, trade secrets, and all other information designaxed by the Weed & Seed program, Merrick or the Subcontractor (and communicated to the other parties) as confidential. Generic knowledge or information publicly known that is generally employed by the trade sha11 not be deemed part of he confidential information. (b) The parties shall not, at any tune, directly or indirectly, use, copy, reveal, report, memorialize, publish, duplicate or otherwise disclose to any ttrird party in any way whatsoever any confidential information without the written consent of the other party, which consent shall be exercised in the sole discretion of such pariy. The parties shall receive, maintain and sue the confidentiat information in the strictest of confidence and use best efforts to keep the confidential information strictly confidential and to preserve disclosure thereof. 10. Miscellaneous. (s) Assignment. The rights, interest and obligations of the Subcontractor under the provisions of this Contract shall not be assignable without he prior written consent of Merrick. (b) Notices. Any notice or other communication required or permitted to be given or served upon any of the parties under this ^ontract shall be sufficiently delivered, given or served if delivered personally to such party as set forth below or at such other address as such party shall designate, by giving written notice to the other parties as follows: In case of notice to Merrick: Memck Community Services 715 Edgerton Street St. Paul, MN 55101 Attention: Francis Ivory � . . � �_ . ' � In case of notice to the Subcontractor: {c) St Paul Police Department 100 E. i l Street St Paul, MN 55101 Attention: Amy Brown Amendments. t3ay alteratior:, mo3ification, waiver or asend�uent of the grovisions of this Conizact shall be valid only when reduced to writing, as an amendmern and signed by both parties. O � �� (d) No Waiver. Failure of either party hereto to enforce any term or provision of this Contract shall not be construed as a waiver of such term or provision or of the right to enforce such term or provision. (e) Entire Aereement: Severability. It is understood and agreed that the entire Contract of the parties is contained herein and that this Contract supersedes atl orat agreemerns and negotiations between the parties relating to this subject matter as well as aay previous Contracts of the parties presently in effect relating to the subject matter hereof. The provisions of this Contract aze several. If any paragraph, section, subdivision, sentence, clause, or other provision of this Contract is, for a�y reason. held to be contrary to any law, rule or regulation, such decision shaLl not affect the remaining provisions of this Contract. (i} �g) Construction: Apnlicabie Law. This Contract shall be constr�ucted under and governed by the laws of the State of Minnesota. Counterparts. This Contract may be executed in several counterparts, each of which sha1l !� deemed to � an ar.ginzl, hut atl of w�ch s':3a1; constitute ona an3 � - . .� - � .r_�� - � . IN WITNESS WHEIZEOF, the parties have executed tlus Contract on the date first above Forthe City � Approved to form: Assistant City Attomey Director, Office of Financial Merrick Commiuuty S ces a Minaesota ao corporation E�cecutive Director \ St. Paul Department By Its Chief of Police �� si�,t :� `.� 6� ! � � [ � �'i � Council File # O � � �1.� Green Sheet # 111703 CITY OF SAIi(4' P 0 �1 Presented By: Referred To: Committee:Date: 1 BE IT RESOLVED, that the Saint Panl Police Department is alti�orized to enter into the attached 2 agreement, which includes an indemn�cation clause, with Merrick Community Services for 3 project coordination of Police Department issues at the Summit University weed and seed site. A copy 4 of said agreement is to be kept on file and on record in the Office of Financial Services. 5 6 7 8 9 10 11 12 13 14 -, 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 Requested by Department of: Benanav Bostrom Coleman Adopted by Council: Date: Adoption Certified by Council Secretary: By: '"� 'a. {� �... Approved by 1Vlayor: Date: /�� /�� j By: MerrickSummitU W eed&Seed-cr-01 � Form Approved by�C'•ity Attorney: By: M� ��,• f �- �� s. � Approved y Mayor fo Submission to Council: / By: � DF�PARYM�YT/OFFICE/COUNCIL DATE INITIATED Po�i�e z�s�ot GREEN SHEET No. 111703 ONTACT ER N PHONE INI7IAVDA INmaVDA7E ' WilliamFinIIey 292-3588 1 oernmxexroirsECron . �r� 4 crrrwuxa�,�,�"� �� CrtrnnoaxEV_� ❑cmciewc ❑Fwnxcw.s�mcFSOiz� ❑cw,wcvasrnwnccre � J �wron{oxr556rpH[7, ❑H��+nWtrts 1� TOTAL # OF SIGNATURE PAGES 1 (CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED ' Signatures requested on the attached council resolution authorizing the St Paul Police Depamnent to enter into an agreement, which includes an indemnificarion clause, with Merrick Community Services for project coordinarion of Police Depariment issues at the Summit University weed and seed site. RECOMMENDATION AppfoVe (A) O� RejeCt (R) PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: i. Has this persoNfirm ever worked under a contrect for this department? PLANN�NG COMMISSION YES NO CIB COMMII'TEE 2. Has this person/firm ever been a city employee? ' CIVIL SERVICE COMMISSION YES NO ' 3. Does this persoNfirm possess a skill not normally possessed by any currerM1 city employee� YES NO ' 4 Is this person/frm a targeted vendoi? YES NO ' Explain all yes answers on separate sheet and attach to green sheet , INITIATING PROBLEM ISSUE, OPPORTUNITY (WHQ WHA7, WHEN, WHERE, WHY) . Merrick Community Services has funds available to reimburse the Saint Paul Police Department for services needed to improve police/community relations at the Suvimit University weed & seed site. , 1 I��1 V �� ._ ADVANTAGESIFAPPROVED FEU v Y �UJ� _' Strengthened police/community relations in the Snnuiut Univexsity area. C �T�/ A " f o�� El/ ' ' DISADVANTAGES IF APPROVED None . DISAOVANTAGES lF NOT APPROVEO Lost opporhwity to partnership with Merrick Community Services to improve the quality of life in the Summit University azea. ;.� Cotx� R�search C�nter A Cl • � � . - TOTAL AMOUNT OF TRANSAG710N $ 4,446.73 COST/REVENUE BUDGETED (CIRCLE ONE) YES ' � FUNDING SOURCE MeTLiClc CommuIIity Services ACTIVItt NUMBER OO1-04100 . � FINANCIAL INFORMATION EXPLAIN MerrickSummitWeed&Seed-cr.01 o t- �4`� suscorrr�cT THIS SUBCON�'RACT is e�ered into this 1�` day of 3anuary 1, 2001, by and between Merrick Community Services, a Minnesota nonprofit corporation ("Merrick") and the St. Paul Police Depaztment. RECITALS A. Merrick, acting as the fiscal agent for Summit-University Weed & Seed program, shall enter into a Contract with the Subcontractor. B. The purpose of the Weed & Seed Contract, is to have Merrick enter into a Contract with the Subcontractor to provide police overtime to the Summit-University area. C. In order to cany out its obligations under the Weed & Seed Contract, Memck desires to engage the services of the Subcontractor, and the Subcontractor desires to provide such services pursuant to the terms and conditions set forth herein. NOW, TF�REFORE, in consideration of the mutual promises, convenants, and conditions set forth herein the parties hereby agree as follows: 1. Services. During the term of this Subcontract, the Subcontractor agrees to provide project coordination of Police Department Issues, and any related services, above and beyond the regular scope of duty, to the Summit-University Weed & Seed site, as recognizsd and defined in the grant awarded by the State of Minnesota. Such services shall include, but not limited to: attendance at Steering Committee meetings, whenever possible, sufficient staff and/or overtime hours to increase Police presence, good faith efforts toward strengthened police/community relations, and works toward improved community quality of life, as permitted by funds allowed. The Subcontractor shall consult with or report to the Weed & Seed Coordinator ancVor members of the Steering Committee as needed increased forwazd progress of the Weed & Seed strategy. 2. Pavment and Reimbursement. In exchange for the Services to be performed hereunder by the Subcontractor, Merrick shall pay the Subcontractor a maximum of $4,446.73 on a reimbursable basis. Such payments shall be accepted by the Subcontractor as payment in full for the Services. All payments aze conditional upon compliance by the Subcornractor in accordance with Minn. Stat. *245.485 to *245.4888 and all other applicable laws, rules and standazds. 3. Books and Records. The Subcontractor agrees to maintain books, records, documems and other evidence of this Subcontract in the manner pres�: ibed from time to time by Merrick or the Weed & Seed pmgam. The Subcontractor shall provide access to such books and records from time to time as reasonably requested by Merrick or the Weed & Seed program. 4. Terms. The terms of the Subcontract shall be for the period January 1, 2001 to Febniary 28, 2001 provided that either the Subcontractor Merrick may terminate this Contract upon thirty (30) days notice to the other party, and provided farther that this Subcontractor shall terminate immediately and without notice in the event the Weed & Seed Contract with Merrick is terminated. , -... Ot-«R Representations and Warranties ofthe Snbcontractor. (a) Compliance with Laws: Licensure. The Subcontractor agrees to comply with all federal, state, courny and locai laws, regulations, ordinances, rules and certifications as pertaining to the facilities, programs, and staff for which the Subcontractor is responsible during the term of this Contract. This will include, but not be limited to, current health, fire marshall and progzam licenses, zoning standards, staff certification requirements, and all other applicable laws, regulations, ordinances, rules, and certifications which are effective or wiii become effecfive dtuing the term of this Conixact. Any failure of the Subcontractor to comply with the requuements of this pazagraph 5(a) shall constitute cause for cancellation of this Contract by Mesicic Not withstanding any other provision of this Contract, such cancellation may be effective, in the sole discretion of Merrick, as of the date of failure. (b) Compliance with Contract. The Subcontractor agrees to comply with all of the provisions of the Weed & Seed Contract, including, without limitation, the provisions relating (1) to an annual certified audit contained 'm Section II[.H, (ri) to statutory and orgaz�izational requirements contained in Section N, and (ui) to equal employment upon family and aivil rights contained in Section V. 6. Independent Contractor Status. It is agreed that nothing contained in this Contact is intended or should be construed as creating the relationship of co-partners, joint venturers, or an association with Menick and the Subcontractor. The Subcontractor is an independent contractor and neither it, its employees, agents nor representatives shall be considered employees, agents or representatives of Memck. Except as otherwise provided herein, the Subcontractor shall maintain in all respects the personnel by which this Contract is performed. From any amounts due the Subcontractor, there will be no deductions for federal income tax or FICA payments, or for any state income taz, nor for any other purposes which aze associated with any employer/employee relationship unless required by law. Payment of federal income tax, FICA payments and state income tax aze the responsibility of the Subcontractor. 7. Indemnification Merrick. Except when caused by the negligence of Mertick the Subcontractor agrees to defend, indemnify, and hold barmless Merrick, its directors, officers, employees, and agents against any and all liabilities, losses, daw2ges, costs, and expenses, including attomey's fees, which Merrick any sustain, incur or be required to pay by reason of any act or omission of the Subcontractor, its agents, directors, officers, or employees during the performance under this Contract. 8. Insurance. The Subcontractor agrees that to protect itself as well as Merrick and the Weed & Seed prograui under the indemnification clause i�rthis Contract, it will at all times during the terms of this Contract have and keep in force the following inc�„�ance all of which shall name Menick and the Weed & Seed program as an additional insured: (a) General Liability Insurance Commercial General Liability Insurance (ISO CGL form) Minimum Limits: �� 01- t4`1 $ 750,000 each event limit $1,000,000 genera.l aggreSate $1,000,000 pzvductslcompleted operations total limit $ 750,000 personal injury & advertising liability The poficy is to be written on an occurrence basis or as acceptable to the Wced & Seed program. Certificates of Insivance must indicate if the poIicy is issued on a c]aims-made or occuirence basis and if coverage is provided for X, C, U barards if applicable. The VJeed & Seed program, its officials and employees shall be added as additional insured with a cross iiability/cross suits clause for the protection for the VJeed & Seed progra�. (b) Automobile Liability Ins�sance Minimum Limits: $750,000 combined Single Limit Coverage shall include: hired, nor-owned and owned auto (c) Worker's Compensation & Employer's Liability Worker's Compensation per Minnesota State Statute Employer's Liability Minimum Limits: $500,000 per accident, $500,000 per employee $500,000 per disease policy Timit Other Staie Coverage {d) Professional liability Insivance (if applicable) Minimum Limits: � 750,t100 per claim $1,000,000 aggregate (e} Fidelity bond (covering employees having access to money) in a totat amount of $50,000 (if applicable) ( fl Certificate shall specifically indicate if pplicy is written with an adnutted or non- admitted carrier. Best's rating for the insurer_shall be uoted on the certificate, and s3�aL1 no# be less than a B+. ,_- (g) P,il certificates of in�,�.�nce shall provide that the insurance company give Mesick and the Weed & Seed program thirty (30) days prior written notice of cancellation, non-renewal or any material changes in the policy. (h) Pazagraphs (a) through (c) establish minimum insurance requirements, and it is the sole responsbility of the Subcontractor to purchase and maintain additional inc,,,xince that may be necessary in connection with this Aa eement. '�4 ol-I��l (� The Subcontractor sball not commence work imtil the Subcontractor has obtained required ;n�,r�ce and filed an acceptable certificate of insurance with Merrick. Copies of inc��r;,nce policies shall be submitted to the Weed & Seed program upon request. (j) Nothing in this subcontract shall constitute a waiver by Memck of any statutory limit or exceptions on liability. (k) On certificate, insurance agent shall certify whether or not he/she ]�as errors and omissions coverage. The Subcontractor agrees to provide Memck with certificates of insurance. 9. Confidentialitv. (a) The parties acknowledge that certaui confidential information may be transmitted or disclosed by the parties to each other in connection with their perforn�ance under this Contract. For purposes of this Contract, "confidential information" includes financial information, patient records and accounts, trade secrets, and all other information designaxed by the Weed & Seed program, Merrick or the Subcontractor (and communicated to the other parties) as confidential. Generic knowledge or information publicly known that is generally employed by the trade sha11 not be deemed part of he confidential information. (b) The parties shall not, at any tune, directly or indirectly, use, copy, reveal, report, memorialize, publish, duplicate or otherwise disclose to any ttrird party in any way whatsoever any confidential information without the written consent of the other party, which consent shall be exercised in the sole discretion of such pariy. The parties shall receive, maintain and sue the confidentiat information in the strictest of confidence and use best efforts to keep the confidential information strictly confidential and to preserve disclosure thereof. 10. Miscellaneous. (s) Assignment. The rights, interest and obligations of the Subcontractor under the provisions of this Contract shall not be assignable without he prior written consent of Merrick. (b) Notices. Any notice or other communication required or permitted to be given or served upon any of the parties under this ^ontract shall be sufficiently delivered, given or served if delivered personally to such party as set forth below or at such other address as such party shall designate, by giving written notice to the other parties as follows: In case of notice to Merrick: Memck Community Services 715 Edgerton Street St. Paul, MN 55101 Attention: Francis Ivory � . . � �_ . ' � In case of notice to the Subcontractor: {c) St Paul Police Department 100 E. i l Street St Paul, MN 55101 Attention: Amy Brown Amendments. t3ay alteratior:, mo3ification, waiver or asend�uent of the grovisions of this Conizact shall be valid only when reduced to writing, as an amendmern and signed by both parties. O � �� (d) No Waiver. Failure of either party hereto to enforce any term or provision of this Contract shall not be construed as a waiver of such term or provision or of the right to enforce such term or provision. (e) Entire Aereement: Severability. It is understood and agreed that the entire Contract of the parties is contained herein and that this Contract supersedes atl orat agreemerns and negotiations between the parties relating to this subject matter as well as aay previous Contracts of the parties presently in effect relating to the subject matter hereof. The provisions of this Contract aze several. If any paragraph, section, subdivision, sentence, clause, or other provision of this Contract is, for a�y reason. held to be contrary to any law, rule or regulation, such decision shaLl not affect the remaining provisions of this Contract. (i} �g) Construction: Apnlicabie Law. This Contract shall be constr�ucted under and governed by the laws of the State of Minnesota. Counterparts. This Contract may be executed in several counterparts, each of which sha1l !� deemed to � an ar.ginzl, hut atl of w�ch s':3a1; constitute ona an3 � - . .� - � .r_�� - � . IN WITNESS WHEIZEOF, the parties have executed tlus Contract on the date first above Forthe City � Approved to form: Assistant City Attomey Director, Office of Financial Merrick Commiuuty S ces a Minaesota ao corporation E�cecutive Director \ St. Paul Department By Its Chief of Police