03-825Council File # ��
Green Sheet# 205066
Preseated By:
RESOLUTION
OF�T PAUL, MINNESOTA
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Referred To: d~ �� v Committee:Date:
1 W t11;KEAJ� thE St. Y2ll1 Clty COUIICll 8uttt0Y1Z2Q tll2 l;It4 Ot 5t. Y8u1� YO11CC llCPattL1CIIt� 20 SUDtillt a
2 Request For Proposal for a new ticket writer system on September 18, 2002 (council file #02-87�; and
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4 WHEREAS, authorization is needed to enter into the attached agreement beriveen the City of St. Paul and
5 Professional Parking Solutions for a new ticket writer system; and
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7 WHEREAS, a 2003 financing and spending plan needs to be established for this agreement; and
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9 WHEREAS, The Mayor pursuant to Section 10.071 of the Charter of the City of Saint Paul, does certify that
lo there are available for appropriation funds of 5356,105 in escess of those estimated in the 2003 budget; and
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12 WHEREAS, The Mayor recommends that the following addition be made to the 2003 budget:
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14 CURRENT AMENDED
15 BUDGET CIIANGE5 BUDGET
16 420 - Parking Enforcement
17 FINANCING PLAN:
18 34013 - Surface Parking Enforcement Unit
19 6205 - Capital Lease 0 216,101 216,101
20 7305 - Transferfrom Special Revenue F�nd 1,149,144 70,002 1,219,146
21 Total Changes to Financing 286,103
22 SPENDING PLAN:
23 34013 - SurFace Parking Enforcement Unit
24 0244 - Other Professional Service 0 43,468 43,468
25 0618 - Lease Payment-Interest 0 4,575 4,575
26 0628 - Lease Payment-Principal 0 21,959 21,959
27 0857 - Computer Equipment Over �5,000 0 216,101 216,101
28 Total Changesto Spending 286,103
29 230 - Parking Meter Collections
30 FINANCING PLAN:
31 32210 - Surface Parking Enforcement Unit
32 3705 - City Share County Court 1,316,459 70,002 1,386,461
33 Total Changes to Financing 70,002
34 SPENDING PLAN:
35 32210 - Surface Parking Enforcement Unit
36 0558 - Transfer to Special Recenue Fund 1,149,144 70,002 1,219,146
37 Total Changes to Spending 70,002
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39 THEREFORE BE IT RESOLVED, that the City Council authorizes the City of St. Paul to enter into the
a0 attached agreement and approves the changes to the 2003 budget.
Yeas II Navs II Absent
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Adopted by Council:Date: �� " 1 C� ' D3
Adoption Certified by Council Secretary:
By:
Approved b ayor:Date:
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DEPARTMENT/OFFICEICOUNCIL' DATEINITIATED
Police 8/1/03 GREEN SHEET No. 205066
CONTACT PER50 g, pHONE INITIAUDATE INfMUDATE
ChiefWilliamFinney ?A2-3588 �'� -�"�'��� 1 OEPARiMINfMNECTOR 5 ��o����
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TOTAL # OP SIGNATURE PAGES 1 (CLIP ALL LOCATIONS POR SIGNATURE)
AC7ION REQUESTED
Approval of the attached council resolution authorizing the City of St. Paul, Police Department, to enter into an agreement
wrth Professional Parking Solutions and establishing a 2003 financing and spending plan for the agreement.
RECOMMENDATION Approve (A) or Reject (R) PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS'
7. Has this personRrm everworked under a coniract for this department?
' PLANNWGCOMMISSION VES NO
CIB COMMITTEE � 2 Has this personKrm ever been a city employee?
CIVIL SERVICE COMMISSION vES No
� 3 Does this person�rm possess a skill not normally possessed by any current crty employee�
YES NO
4. Is this persoNfirm a targefed vendor? '
YES NO
Explain all yes answers on separate sheet and aflach to green sheet
INITIATING PROBLEM ISSUE, OPPORTUNITY (WHO, WHAT, WHEN, WHERE, WHY)
In 2002, the Mayor and the St. Paul Ciry Council responded to the concerns ot St. Paul residents to more effectively increase parking
enforcement by requesting and gaining an increase in fines to deter repeat offenders, authorizing the police department to submit a
request for proposal for a new automated ticket writer system and adding two additional pazking enforcement officers to increase qualiTy
of life by tagging in our neighborhoods and downtown. The request for proposal process, which is a cooperative effort between
the police department and Ramsey District Court Traffic Violations Bureau, is now complete and the attached council resoluYOn
allows the police department to move fonvazd with the purchase of an automated ticket writer system.
ADVANTAGESIFAPPROVED
A comparison of parking tickets and revenue from 2002 to 2003 shows an increase of tickets written of over 8,000 (from 58,000 to 66,000)
and an increase in parldng revenue of $455,000. The original esUmate of increased revenue for the additional PEOs and fine increase
was $267,000 for the entire year. Currently, parking tickets aze hand written. Uhlization of the electronic ticket writer will increase the
speed at which tickets can be written and, therefore, we believe increase the number of tickets written as well as provide management
� information never before available In addition to PEOs, the traffic and motorcycle units will be issued automated ucket writer units to
� enhance their ficket writin efficiency.
DISADVANTAGESIFAPPROVED
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There aze no disadvantages to the implementarion of a ficket writex system in the City of St. PauL �� � ��� ..: --�
• ��r' ;..� `: ' �.�
Alit� �3 "' �¢3R9
DISADVANTAGESIFNOTAPPROVED � Y M e
Potential loss of additional revenue as well as management information from the ticket writ�er�„sys�et��. ���`�/ �� y�� g'� ���
�'.��� -� �rr���.�-. �
TOTA� AMOUNT OF TRANSACTION $ $ 356,105
FUNDING SOURCE Parking enforcement fines COST/REVENUE BUDGETED (CIRCLE ONE) YES NO
FINANCIAI INFORMATION (EXPLAIN) � ACTIVITY NUMBER 420-34013 23�-32210
T�eket writer equipment ]ease con4act & budget.cr gs 2003
RESOLUTION
CTi'Y OF SAIlVT PAL'T., MINNESOTA
Presented By:
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CouncilFile � Qa.— $'rj(�
Green Sheet # eZ.dO t l �-tL
Referred Ta: C ommittee:➢ate:
1 BE TT RESOLVED, that the Sainf Paul Police Deparhnent is autharized to sabmit a Request For
2 Proposal for a�ew ficket writer system.
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Agreement # 02-
Between the City of Saint Paul and Professional Parking Solutions, a division of Professional
Account VIanagement, LLC
THIS AGREEMENT, made and en:ered into this 1 st day of July, 2003, by and between the City
of Saint Paul, Minnesota, a municipal corporation under the laws of the State of Minnesota, hereinafrer
referred to as "City," and Professional Pazl:ing Solutions, a division of Professional Account
:vlana�ement, LLC whose address is 20�0 �Vest Wisconsin Avenue, Suite 3�0, Milwaukee, Wisconsin
�3233, hereinafter referred to as "Pro� ider"
The City and Provider, in consideration of the mutual terms and conditions, pro.,.;ses, covenants,
and payments hereinafter set forth, aeree as follows:
SECTION 1: Definitions.
A. For purposes of this contract, the follow�in� words and phrases shall have the meanin�s set
forth in this section, except where the contest clearly indicates that a different meaning is intended.
1. Business records shall mean any books documents, papers, account records and oth�r
evidences, whether written, electronic, or in other form, belsnging to Provider and pertaining to work
performed under this Aa eement.
2. Deliverables shall mean a11 hardw•are, sofrware, documentation, reports, manuals, and other
materials developed for or delivered to the City by Provider under this Agreement.
3. Documentation shall mean (a) technical documentation which shall include, but not be limited
to work flow charts, screen layouts/examples, reports, report layouts/examples, program lists, system
flow charts, entiTy relationship diagrams and appropriate narrative to allow for possible in-house support
and, (b) user documentation which shall include, but not be limited to, written and on-line information
which provides City non-technical staff wzth the information to accurately enter data, perform queries
and interpret results, generate and interpret reports.
5. Enhancements shall mean modifications made by Provider to the System, which relate to
operating performance but also change the basic function(s) of the System.
6. Error shall mean a pro�am incompatibility that renders the System dysfunctional.
7. Fina1 Acceptance of the System shall mean the acceptance of all the developed and installed
softwaze, hazdware and components as they are functioning together to include the interaction with any
third-party softwaze needed for the routine function of the System, such as, but not limited to software
access by means of interfaces, databases, and «�ord processing software. Unless there is a performance
problem, final acceptance will be given w Sixty (60) days after the system �oes live and is used in
production.
8. Installation shall mean the actual equipment placement in the designated azeas with all of the
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software installation and testin2 having already been done at Provider's Office.
9. Specification shall mean the description of the performance, functions, and other requirements
for the System set forth in the City's Request for Proposal, RFP-23204-2, Addendum �l to the RFP
dated \ovember �, 2002. the Providers response to questions dated February �, 2003 and Provider's
response to the RFP dated i�'o��ember 20, 2002 all of which aze incorporated herein by reference.
10. Soft�vare shatl mean the AutoISSUE Sofrw�are and associated code, Application
Documentation (user guides, education courseware, technical manuals and diasrams and Project
Implementation related documentation. y
11. Sofhvare Bug(s) shall mean errors reported by the sofrware (as an error code) durin� its
operation or the inability of the softwaze to perform a function as described in the software
documentation provided by Provider.
12. Supporting Docun:entation shall mean any surveys, questionnaires, notes, research, papers,
analyses, whether in written, electronic, or in other format, and other evidences used to generate any and
ail work performed and ��, ork products generated under this Agreement.
13. S}•stem shall mean all hardware components and the completed group of programs, screens,
database connections, interfaces, objects, object library, SQL calls, and procedures, delivered by
Provider to the City for purposes of accomplishing the objectives set forth in this Agreement.
14. Upgrade(s) sha11 mean improvements made by Provider to the System that relates to
operating performance and does not change the basic function of the System.
l�. Work product shall mean, any report, recommendation, paper, presentation, drawing,
demonstration or other materials, whether in written, electronic, or other format that results from
Provider's services under this Agreement.
SECTION 2: Scope of Services.
A. Provider a�rees to fumish services and leased equipment with an option to buy per terms
listed in Appendix A to provide an electronic citation issuance system as described in its proposal dated
�TOVember 20 2002 (Proposal) and the Scope of Services which are incorporated in Appendix B of this
A�reement. The specific tasks, deliverables, time lines, etc. that make up these services are detaiied in
this Appendix.
SECTION 3: Time For Compietion.
A. The services described in Appendix B shall be commenced upon execution of
the A�eement and will be completed in accordance with the schedule mutually agreed upon and which
is detailed in Appendix B but no later than one yeaz from the efFecfive date of this Agreement.
B. Provider shall not proceed with any task without specific authorization from the Project
Vlanasers desi�ated by the City.
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C. In the event there are delays caused by actions of the Ciry or which may be reasonably
requested by the Pro��ider � can chan�e the completion date, Pro� ider shall request an extension of
time for completion of the project. The Project Manager will review the request and may �rant to the
Provider such extensions of contract time as may be reasonable.
SECTION �: Testing and Acceptance.
A. Testing Plan. Cin and Provider shall mutually develop and a2ree upon an acceptance testing
pian and process. The plan shall, at a minimum, detail the scope of testing and specific test cases for the
S;�stem, as well as a standazd of performance to be applied to the acceptance testing instrument.
B. Process. After the initial Installation of the System, City and Provider shall test
the System to determine whether it is ready for operational use. Final Acceptance shall occur upon
completion of all testin� and ��erification that the System is functionin� in accordance with the
Specification.
C. Correction a�rd Escalation Procedures. Afrer Final Acceptance of the completed System and
if subsequent testina and/or production operation demonstrate that the System is deficient in performing
as specified in this :�arzement, City shall provide Provider with a written notice of the system's failure
to perform. Within nventy (20) working days of receipt of such notice, the Provider shall, at its own
costs, use its best efforts to conect the identified problem so that the System performs according to
specifications.
If, after twenn� (20) �vorking days following the city's written notice of failure to perfomi,
Provider has failed either to supply a correction plan acceptable to the City or to make corrections, the
Ciry may exercise iu options to remedy the situation as provided for in this A2reement or by law.
D. The term of this Agreement will be for a period of five (5) yeazs with options for extensions if
mutually agreed upon between City and Provider.
SECTION �: Compensation and Billing
A. That for the Provider's faithful performance of this Agreement and after final acceptance the
City hereby a�rees to compensate Provider for work in the amounts described herein.
First three yeazs of contract:
First 1�0,000 citations: $1.25 per citation.
Each additional citation: $0.75 per citation
• Contract years four and five:
First 1�0,000 citations: $0.80 per citation
Each additional citation: $0.50 per citation
• A minimum pa} of $6,6�3.19 will be required each month for the first three years of the
contract.
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The requirement for ihe minimtua payment of S6 is structured to cover the lease of the
electronic citation issuance systen provided under this contract. The lease terms are detailed in
Appendix A of this contract. The Citation fees listed above, for the first the first three (3) years
of the contract contain a factor for the cost of the lease. A sepazate monthly billing for the lease
will not be executed due to the in�lusion of this cost in the citation fee. The citation fee will
decrease for the last two (2) year� oi this contract since the lease will be satisfied after the third
yeaz of this Aereement.
B. The above amounts shall full� compensate the Provider for all costs. No claim for services
and,�or costs provided by the Procider, not specifically provided for in this Agreement will be honored
by the City. Total costs for the project bzsed upon an annual estimate of 180,000 citations are estimated
at SZ10,000 annually.
.
C. Citation fees for extensions oT ;lus Agreement beyond the fifth year shall be increased by a
percentage equal to the percentage incre�z in the U.S. Department of Labor, Consumer Price Index, All
Items, Unadjusted and Urban Areas (CPI_t� for the t��elve month period ending in June of each
contract year.
C. Billing Process. Provider shall submit an itemized invoice each month. Upon receipt of the
in� oice and verification of the charges b} the Project Manager, payment shall be made by the Ciry to
Provider within thirty (30) days.
D. Withholding. In the event the Provider fails to comply with any terms ar conditions of the
Agreement or to provide in any manner li'�e work or services as agreed to herein, the City reserves the
rieht to withhold any payment until the Cin� is satisfied that corrective action has been taken or
completed. This option is in addition to and not in lieu of the City's right to termination as provided in
other sections of this Agreement.
SECTION 6: Project NTanagement.
A. The City requires the Provider to assign specific individuals as principal project
members and to assure that the major «�ork and coordination will remain the responsibility of these
individuals during the term of this Agreement. Removal of any principal pro}ect member without
replacement by equally qualified indi��duats or without the prior written approval of the City are
grounds for termination of the A�eement by the City. Ihe Provider's principle Project Members are:
Gary J. Smith, President, Professional Pazking Solutions
Ian Conner, AutoISSUE Project Manager, Enforcement Technology, Inc.
B.The City has designated Amy Brown, Saint Paul Police Department Research and Grants
Manaeer as the Project ?vianager for this ��eement, and the individual to whom all communicauons
pertaining to the Agreement shall be adaressed. The Proj ect Manager shall have the authority to
transmit instructions, receive information, authorize amendments or changes to the Aa eement, and
interpret and define the City's policies and decisions pertinent to the work covered by this A�eement.
Other Principal Project Members aze:
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Susan Bownes, Traffic Violations BLreau Manaser, Ramsey District Court
Gary Salkowicz, Sergeant Saint Paul Police Department
Jennifer O'Donnell, Officer, Saint Paul Police Department
SECTI0�17: City Responsibilities.
A. The Citv aQrees to provide Provider with access to any information from
1. City documents, technical and functional area s,aff, and other resources needed by Provider
to complzte the work described herein.
SECTIO'V 8: ��ork Products, Records, Dissemination of Information.
A. All deli��erable work products and supporting documentation that result from the Provider s
services under this Aareement shall be delivered to the Cin and shall become the property of the City
a�fter final payment is made to the Provider with no right, title, or interest in said work products or
supporting documentation vesting in Provider.
B. The Pro� ider agrees not to release, transmit, or other � ide disseminate any
information associatzd ���ith or generated as a result of the «ork performed under this Agreement
without prior knowledge and written consent of the City.
C. In the event of termination, all work products, �ihether finished or unfinished, and
supportin� documentation prepazed by Provider under this �greement shall be delivered by Provider to
the City by the termination date and tY�ere shall be no further obligation of the City to Provider except
for payment of amounts due and owing for any authorized �vork performed and expenses incuned to the
date and time of ternunation.
D. Provider a�ees to maintain all business records in such a manner as will readily conform to
the terms of this Agreement and to make such records available at its office at all reasonable times
during the Agreement period and for six (6) yeazs from the date of the final payment under the contract
for inspection or audit by the City, the State Auditor, or other duly authorized representative.
E. Provider agees to abide strictly by Chapter 13 of the Minnesota Statutes (Minnesota
Govemment Data Practice Act) as well as any other applicable federal, state, and locat laws or
ordinances, and all applicable rules, regulations, and standards established by any a�ency of such
governmental units which aze now or hereafter promulgated insofaz as they related to the Provider's
performance of the provisions of this Agreement.
SECTION 9: Intellectual Property Protec4ion.
a. Title. The Ciry shall maintain each item of sofn��are to which the Provider retains
title and proprietary rights free and cleaz of all claims, liens and encumbrances except ihe License.
B. Retention and Safeguard of Proprietary Rights. The softwaze and
implementation methodolo�y is subject to the proprietarq riahts of the Provider. It embodies trade
secrets and other proprietary information belonging to Provider. Disclosure to third parties of any
portion of the softwaze shall not be made without the prior written consent of the Provider. The City's
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providers aze "third parcies ' as used herein. The location of all copies of the software will be reported to
the Provider at Provider's request. Cin• a2rees to not create or attempt to create, and to not permit or
assist others to create the source code or source proQram and/or object code, by means of duplication,
the making of a derivati�•e work by rz� erse ensineering or by any other means, of software provided
under this Agreement. �ll sofh�'are designs, data, materials, and all copyriahts, patents, and any other
proprietary riahts, arising in connection with this A�reement and the sofh��are supplied hereunder,
whether by the City, modifications, enhancement or customization, re2azdless of by whom any item or
right is created, shall bz the-sole and z�clusive property of the Provider.
B. Modifications or Enhancement. Provider shall retain title to all modifications
or enhancements to softw�are which aze made with the assistance of Provider and the use by the City
shall be under the same terms as herein stated. The modified software and the source code so modified
shall nonetheless remain subject to all terms of this Agreement with respect to the softwara Any
modification shall not create in the City any right of ownership, as modified or not, in the software.
SECTION 10: Equal Opportunity Employment.
A. The Provider � not discriminate against any employee or applicant for employment for
work under this Agreement because of race, color, religion, sex, age, or national origin and will take
affirmative steps to ensure that applicants are employed and employees are treated durin� employment
without regard to race color, religion, sex, age or national origin.
This provision shall include, but not be limited to the following: employment, up�radin„
demotion, or transfer; recruitment advertising, layo£f or termination; rates of pay or their forms of
compensation; and, selection for trainina, including apprenticeship.
SECTION 11: Compiiance ��ith Applicable Law.
A. Provider a�ees to comply with all federal, state, and local laws or ordinances, and all
applicable rules, regulations, and standazds established by any agency of such govemmental units, which
aze now or hereafter promulgated insofaz as tfiey relate to the Provider's performance of the provisions
of this Agreement. It shall be the obligation of the Provider to apply for, pay for, and obtain all permits
andlor licenses required.
SECTION 12: Conflict of Interest.
A. Provider w�ll not contract for or accept employment for the performance of any work or
services with any indi� business, corporation, or govemmental unit that would create a conflict of
interest in the performance of the oblieations pursuant to this A�reement with the City.
B. Provider's acceptance of this Aa eement indicates compliance with Chapter 24.03 of the Saint
Paul Administrative Code: "Except as pemutted by law, no City official or employee shall be a party to
or have a direct financial interest in any sale, lease, or contract with the City."
� C. Provider a�ees that should any conflict or potential conflict of interest becomes known,
Provider will advise the Purchasing Systems Manager of the situation so that a determination can be
made about Provider's ability to continue performing services under the A�reement.
C�
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SECTIO\ 13: Insurance.
A. Provider shall be required to carry insurance of the kind and in the amounts sho�;n below for
the life of the contract. Insurance certificates should state that the City of Saint Paul, its officials,
employees, a�ents, and representatives aze Additional Insureds.
1. Public Liabilirv Insurance
a) Bodily Injury
$ 1,000,000
$ 2,000,000
each occurrence
a��regate
b) Property Damage
$ 1,000,Q00
$ 2,000,000
each accident
a��regate
c) Policy must include an"all ser�'ices, products, or completed operations"
endorsement.
�. Automobile Insurance
� a) Bodily Injury $ 750,000 per person
$ 1,000,000 per accident
b) Property dama�e not less chan �50,000 per accident
c) Covera�e shall include hired, non-owned, and owned auto(s)
Workers Comoensation and Emplover's Liabilitv
a) Worker's Compensation per ivlimiesota Statute
b) Employer's Liability shall ha� minimum limits of $�00,000 per aceident;
$�00,000 per employee; $�00,000 per disease policy limit.
c) Contractors with 10 or fewer employees who do not have Worker's Compensation
coverage aze required to provide the City with a letter verifying their number of
employees.
4. Professional Liabilitv Insurance
$1 per occurrence
$2,000,000 aggre�ate
5. General Insurance Requirements
a) The policy is to be written on an occurrence basis or as acceptable to the Citc�.
Certificate of insurance must indicate if the policy is issued on a claims-made or
occurrence basis. Ail certificates of insurance shall provide that the City's Division
of Contract and Analysis Services be given not less than thirry (30) days prior
wzitten notice of cancellation, non-renewal or any material changes in the policy,
including, but not limited to, coverage amounts. AQent must state on the certificate
if policy includes errors and omissions coverage. V
b) The Provider shali not commence work until a Certificate of Insurance covenn�
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all of the insurance required for this project is approved and the project mana�er
has issued a notice to proceed. Insurance must remain in place for the duration of
the ori�inal contract and any etitensions periods.
c) The City reseri'es the riQht to rzciew Provider s insurance policies at any time to
verify that City requirements have been met.
d) Nothin� shall preclude the Cit}� irom requirina Pro�-ider to purchase and providz
ecidence of additional insurance.
SECTION 14: Independent Contractor.
A. It is agreed by the parties that, at all times and for all purposes within the scope of this
A�reement, the relationship of the Provider to the City is that of independent contractor and not that of
employee. No statement contained in this .agreement shall be construed so as to find Provider an
employee of thz City and Provider shall bz entitled to none of the riehts, privileges, or benefits of Saint
Paul employees.
SECTION 1�. Subcontracting.
A. The Provider aQrees not to enter into any subcontracts for any other portion of the
work contemplated under this Agreement �vithout obtainine prior written approval of the City.
SECTION 16. Hold Harmless.
A. Each parry agrees that it will be responsible for any alleged damages or injuries
received by any person or property, includins the parties, from all claims, suites or judgements of any
character azising directly or indirectly from its acts or omissions in performance of activities under this
Aereement to the extent authorized by law. Each party shall not be responsible for the acts or omissions
of the other pariy and the results thereof. Ihe liability of the City shatl be governed by the provisions of
the Minnesota Torts Claims Act and other applicable law. Provider's total liability will be limited to the
contracted total for the project, including data conversion.
B. The Provider shall indemnify, save, hold harmless protect, and defend the City, its
officers a�ents and employees from all clauns, actions or suits of any chazacter brought for or on
account of any claimed or alleged injuries or damages received by any person or property, including the
City, resultinQ from any act or omission by any pezson emplo}'ed by Provider in carrying out the terms
of this A�reement.
SECTION 17: Assignment.
� A. The Ciry and Provider each binds itself and its successors, legal representatives, and assigns
of such other party, with respect to all cocenant of this A�eement; and neither the CiTy nor the Provider
will assign or transfer their interest in this A�eement without the written consent of the other.
SECTION 18: Termination.
A. Tkus Aoreement will continue in full force and effect until completion of the project as
described herein unless it is terminated at an earlier date by either party. Either party to this Agreement
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may terminate it by giving no less than thirty (30) days w�ritten notice of the intent to terminate to the
other pam�.
B. With Cause. The City reserves the riQht to suspend or terminate this :�areement if the
Provider violates any of the terms or conditions of this Agreement or does not fulfill, in a timely and
proper manner, its obliQations under this Aareement as determined by the Cin . In the event that the
City exercises its riQht to «�thhold payment or terminate under this Section, it shali submit �;Titten
notice to the Providzr, specif��ins the extent of such withholding or termination under this Section, the
reasons therefore, and the date upon which such withholding or termination becomes effecti�-e. Upon
receipt of such notice, the Pro�-ider shall take all actions necessary to discontinue further commitments
of funds to the extent that they relate to the suspended or terminated portions of this A�reement.
C. In the event of termination, the City will pay Provider for all service actually, timelv, and
faithfully rendered up to the receipt of the notice of termination and thereafter until the date of
termination. The Provider ��ill deli��er all work products and supporting documentation developed up to
the date of termination prior to the City renderin� final payment for service.
SECTION 19: Default by Provider.
In the event Provider fails or neglects to comply with any term or condition of this Aereement or
to provide the services as stated herein, City shall have the right, afrer written notice, to cease payment
hereunder. This remedy shall be in addition to any other remedies, including termination, available to
the City in law or equity. The Cit}� sha11 be entitted to recover reasonable attomey's fees and costs of
collection associated �ith enforcinQ its rights hereunder.
SECTION 20: Amendment or Changes to Agreement.
A. City or Provider may request changes that would increase, decrease, or otherwise modify the
Scope of Services. Such changes and method of compensation must be authorized in writing in advance
by the City.
B. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall
be valid only when reduced to writing and duly signed by the parties.
C. Modifications or additional schedules shall not be construed to adversely affect vested rights
or causes of action which have accrued prior to the effective date of such amendment, modification, or
supplement. The term "this AgreemenY' as used herein shall be deemed to include any future
amendments, modifications, and additional schedules made in accordance herewith.
SECTION Zl: l��orices.
Except as otherwise stated in this A2reement, any notice or demand to be eiven under this
Agreement shall be delivered in person or deposited in United States Certified Mail, Retum Receipt
Requested. Any notices or other communications shall be addressed as follo�•s
To Citv: To Provider:
Amy Brown Gary J. Smith
Research and Grants Mana�er President
0
�3-��.5
Saint Paul Police Department
100 E. 11�' Street
Saint Paul. :vP_V� �5101
Professional Pazkin� Solutions
2040 W. Wisconsin Ave., Suite 3�0
l�filwaukee. WI �3233
SECTION 22: Waiver.
:4n}� failure of a party to assert any right Lnder this Agreement shall not constitute a waiver or a
tennination of that risht, this Agreement or an}� of this Agreement's provisions.
SECTION 23: Sun�i��al of Obligation.
A. The respective obliQations of the Cit}� and Provider under these terms and conditions, �a�hich
b}' their nature would continue beyond the termination, cancellation, or expiration hereof, shall survive
temunation, cancellation or expiration hereof.
B. If a court or governmental aQency w�itb proper jurisdiction determines that this
.��reement or a provision herein is unlawful, this Aareement or that provision, shall terminate. If a
pro��ision is so terminated but the parties legally. commercially, and practicably can continue this
AQreement without the terminated provision the rzmainder of this Agreement shall continue in effect.
C. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable
statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be
� alid and enforceable to tl�e maximum extent possible.
SECTION 24: Interpretation of Agreement, Venue.
A. This Agreement shall be interpreted and construed according to the laws of the State of
'�4innesota. All litigation related to this Agreement shall be venued in the District Court of the County
of Ramsey, Second Judicial District, State of Minnesota.
SECTION 25: Force Majeure.
\either the City nor the Provider shall be held responsible for performance if its performance is
prevented by acts or events beyond the party's reasonable control including, but not limited to: severe
«�eather and storms, earthquake or other natural occurrences, strikes and other labor unrest, power
failures electrical power surges or current fluctuations, nucleaz or other civil military emergencies or
acts of le�islative, judicial, executive, or admuaisu�ative authorities.
SECTION 26: Enrire Agreement.
A. It is understood and a�eed that this entire A�reement supersedes all oral agreements and
nesoriations between the parties relatino to the subject matters herein.
�
p3—�s15
I�i WITl�TESS WHEREOF, the parties hereto have executed this Agreement, the day and yeaz
first above written.
For the City:
Approved as to form:
!/c � , ucft � �� -,ti.�
Assistant City� ttomey
For the Prov'der: _� %�,�
By
Its l r e�a r'a� e r.. �__. __
Date Q7-G� Q 3
/ g �,-"��k– f� �_"`-
Office of Financial Services� —� r'
/ T+� VP- �,�����e
Chief of
- l�f 5
Randy Kelly,
Desi�ee
Date
L;�_��d
Provider Taxpayer ID:
of Human
q.r�4��. +� b� �c�u�d -��, S;
se �e.«�}e-� � .
il
�
APPE��TX A:
LEASE WITH OPTION TO PURCHASE AGREEMENT
Lessee: ' Lessor:
City of St. Paul Professional Account Management, LLC
10� East Eleventh Street 2040 W Wisconsin Suite 350
St. Paul, Minnesota 55101 Milwaukee, Wisconsin 53233
Dated as of July 1, 2003
This LeaSe With Op�on to Purchase A9reemenl dated xs of ihe dafe listetl above �s be!ween Lessor and Lessee hsted directly above Lessor desires to lease lhe
Eqwpmen! aesa�betl m Exhibd "A" to Lessee and Lessee desires to lease ihe Equipment trom Lessor sub�ecl to the terms antl contlitions of this Agreement which
are sel fon below.
�, Defin(tlons:
Section 1 01. Definitions. The fol7owinq termswSM1i have Ne meaoincs ind�catel below unless the contest cleady requires otherv+ise:
"AyeemenC means tnis Lease with Option to Purchase Agreement "BUdget Yeaf ineans the Lessee's fscal year. "Commencement Date" is the date when antl
Lessee's obligation to pay rent beg��s. "EqwpmenC' mears a1i of the dems of'equipment listed on Exhibit "A" and all replacements, restorations, motlifications and
improvements. "Lessee` means tne en6ry listed above as Lessee and whic� is leasing the Equipment from Lessor under the prov�sions of this Agreement
"Lessof' means the e�t�ry onqinaily listed above as Lessor o� any of its assigne=5. "Lease Term" means the Original Term and all Renewai Terms. "Original Term"
means the periotl'ram the Commencement Date until ihe end of the Budget Year of Lessee. "Re�ewat Term' means the annual term which begins at the end of
the Onginal Term antl which is s�multaneous with Lessee's Buaget Year. "Renial Paymenis" means the paymenis Lessee is required to make under this
Agreement as set tor5 on Exhibit "B". "Slale" means lhe stale in which Lessee is located
II, Lessee Warranties
Section 2 01 Lesse ep esents a ants and co nants zs foliows for the benefit of Lessor or ils assionees: (a)Lessee is an'YSSUer of tax exempt obligations"
because Lessee is Ne State or a political subd���sion of Ne State vnthm the meamng of Secbon 103(a) of the Inlemat Revenue Cotle ot 1986, as amended, (the
"Code') , Lessee is zuthonzetl under Ne Constitution and laws ot ;he State :o enter into this Agreement, antl has used such authonry to propedy execute and
tlelrver �h:s Agreement Lessee has followed all proper procedures o( its goveming botly in executing this Ag�eement. The Office� ot Lessee executing this
Agreement has the authonry to execute and de�iver this Agreement This Agre_ment wns6tutes a legal, vand, binding antl enforceable obligation ot the lessee in
accordance with its te�ns @) Lessee shali use the Eqmpment only for essential, tratliLOnal govemment purposes (c) Lessee has never non-appmpnated funds
under an Agreement similar to this Agreement (d) Lessee presently intends ;o conbnue this AgreemeM for ihe Onginal Term and aft Renewat Terms as set toKh
on Exhibrt'B' hereto, The oKnal of Lessee responsible fo� budget preparation will inGude in the budget request for each eudget Year the Rental Payments to
become Cue in such 9udget year, antl wiil use all reasona�le and lawful means available to secure Ihe appropriation of money for such Budget Year sufficient to
pay the Rental PaymenLS coming due therein Lessee reasonable believes that moneys can and will lawfully be appropriation and made avaiiable for this purpose.
(e) Upon �equest 6y Lessor, Lessee wili provide to Lessor vrith wrteni financial siatements.
III, Acquisitlon of Equipment, Rental Payments and the Purchase Option Pnte
Section 3 01 Acouis�tion. Lessee shall be soleiy responsible for the ordering of the Equipment and for the delnery and installation of the Equipment. 5 i n
3 02 Rental Pavme�ts. Lessee shall pay Rental Payments extlusively to Lessor or �ts ass�gnees in law(ul, legally available money of ihe Unifed Stales of
Amerira. lTe Rental Payments shali wnstitute a curtent eaFense of t�e Lessee and shall not constitute an indebtetlness of the Lessee. Lessor shall have the
option lo ctwrge internst at Ne highest lavrful rate on any Rental Payment received later than the tlue date for the number of tlays that the Rental Payment(s) were
late. Lessor shall atso have Ne option, on monthly payments only, to charge a late fee of up to 70 % of the monthiy Rental Payment t�at is past due. The RenYai
Payments we be payabie without notice or demanC. Sec6o� 3 03 Rental Pavment5 UnwndRional Except as provided under Section 4.01, THE OBLIGATIONS
OF LESSEE 70 MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE
ABSOLUTE AND UNCONDfTiONAL IN ALL E�ENTS WITHOUT AeATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE. Section 3 O4 Purchase
OoUOn Price. Upon Ji�ciy {3o) days written �wtice, Lessee shall have the op6on to pay, in atlditlon to the Rental Payment, the wrresponding Purchase Option
Price wh�ch is iisted on ihe same One on Exhibii 8. If Lessee chooses this option antl pays the Purchase Option Pnce to Lessor Nen Lessor will Vanster any and
all of iYS righis, title and interest in the Equipment to Lessee. SeGion 3 OS Lease Tertn. The Lease Term of ihe Agreement shall be the Original Tertn an0 sil
Renewal Terms unLl ali the Rental Paymenis a�e paid as set torth on �hibit 8 except as provided under Section 4.07 and Section 9 Ot below. If, after the end of
the budgeUng process which occurs at the en0 of the Onginal Term or any Renev.al 7erm, Lessee has not non-appropriated as provided for in this A9reement then
the Lease Tetm stafl be eztendetl into the �zl Renevmt Term and the lessee shail be obligatetl to make ali ihe Rental Payments that wme due tlunng suU
Renewal Tertn. Se�Jo 3 06 D'scla mer of Warranties. LESSOR MAKES NO WARR4NTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE. DESIGN, CONDITION, MERCHANTABILffY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARR4NTY WITH RESPECT TO THE
EQUIPMENT. LESSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL INDIRECT, SPECIAL OR CONSE�UENTwL DAMAGE ARISING OUT OF THE
INSTALLATION, OPeRATiON, POSSESSION, STOR4GE OR USE OF THE E4UIPMENT BY LESSEE. WARRANTY AND MAINTENANCE OF THE
EQUIPMENT 15 PROVIDED IN ATiACHMENT'A" Of THE N�P.STER SERVICES CONTRACT.
N. Non-Appropriatlon
Secfon < 01 Non-AOOrooriation. In accordance with Minn. Stat Mn. Section 465.7� Lessee has the ri9ht t0 terminate this Agreement at the end oi any eudget
Year during the Lese Term by no appropnating the funds to make the Rental Payments for the nexl Renewal Tertn. Such non-appropriation shall be evidencetl
by the passage of an ordinance or resolution by the goveming body of Lessee spenfically prohib�ting lessee from performing its obiigations under this Agreemenf
antl from using any moneys to pay the Rental Paymems due under tMs Agreemert tw a tlesignatetl eutlgel Year and all subsequent Budgel Years. if Lessee
non-app�opnates under this section, then all obligations of the Lessee u�der this Ag�eement �egaNing Rental Payments for all remaining Renewal Tertns shall De
terminated at lhe e.�d of then wrcent Original Term or qnveyed to Lessor or released ifs interest in the Equipmenl by lhe end of Ihe last Budget Year for which
Rental P=yment5 Mere paid, Ne te�inaGOn shall nevertheless be effeclive to ake such acfions as required Lessee shall immediately notify the Lessor as soon es
the detls+on to norFappropriate is matle. If such non-appropriation occurs, then Lessee shall tleliver the Equ�pment to Lessor as provided below in SecLOn 9.04.
Lessee shall be liable for all damage to Me Equipment other than rqrtnal wear antl teac. If lessee fai4s lo detiver the Equipment to Lessor, Ihen Lessor may enter
Ne premses where Ne Eqwpment is located antl take possession of the Equipment and charge Lessee for costs incurted. If Lessee non-appropriates under ihis
secfioq Nen Lessee shall not purohase, lease or rent Equipment pertortning same or similar functions to those pertortned by the Equipment for a penod of 360
days unless othernise prohibded by public policy consitle2tions.
V. Insurance, Damage, Insufficiency of Proceeds, Intlemnification
Section 5 01. Insurance. Lessee shail maintain Doth rasualry insuance ano fiabiifty msorance at ds own expense with respeM lo lhe EquiQmenL Lessee shall
be soiery responsiSle for selecting the insurer(5) antl for making alt premium ;ayments. Lessee shall prov�tle Lessor with a Certifwte o( Insurance wh�ch lists ttie
1�
v3��
Lessc: and/or assigns zs a Icss payee and an additio�al insured on Ne poli�es vrith respect to the Equipment (a) Lessee shall insure the Equipment zgainst any
loss or damage by fire anC all other risks covered by �e s;antlartl eMended wverage endorsement Nen in cse in ihe State antl any othe� risks reasonably
requi:cd by Lessor in an amount at least equai to the then appiicable Purchase Oplion Price of ihe Eouipment (b) The IiabiliTy insurance shall insure Lessor from
liabiirty antl property damaoe in any fortn and amount satis`actory to Lessor (c) Lessee may selt-insure against the casualry risks and liabihry nsks tlescribed
above If Lessee chooses �his option, Lessee mus: fumish Lessor vnN a certificate antl/or other documents which evitlences such coverage. (d) All insurance
polices �ssued o� affecled Cy thls Section shall be 50 wrf.len or endorsetl such that the Lessor antl 0.5 assi9nee5 are naned additional insureds antl loss pzyees
anc ;hat all Icsses are payabie to Lessee and Lessor or its zssignees as their inle�ests may appeac Lessee shall fumis� to Lessor ceNfcates evitlencing such
cove.�?e throughout the Lezse Term. Section 5 02 Damaoe to or Des:rucfon ot Eauiomert. Lessee zssumes Ne risk of loss or damage to the Equipment At
;he oG��^ of Lessor, Lesse_ shall elther (7) apply ine Net Pmceeds to replace, repair or restore the Equipment or (2) appry the Net Proceeds lo the applicabie
Puru�zse Option Price. For purposes of ihis Section antl Section 5.03, the term Net Proceeds s`aii mean the amount of insurance proceeds ccllected from all
applicahle msurence policies after deduchng all expenses incurre7 in the coliection thereot Section 5 03 Ir.suffciencv of Net Proceeds If there are no Net
Pro:xaas for whatever reason or if the Net Proceetls are insufficienf fo pay ln tvll ihe qst of amy reptacement, sepair, restoration. motlificaUOn or unorovemenl of
the Eauipmen; Nen Lessee shail, at [he option of Lessor, erther (1) complete such replxcemenl, repair, restorahon, modficabon or improvement and pay any
cess ;hereof in excess of the amount of lhe Net Proceecs or (2) apply the Net Proceetls to lhe Purchase Opnon Pnce and pay the defciency, rf any, to the Lessor.
VI. Title antl Sec�riry Interest
SeCicn 6 01 Title. Tille to the Eqmpment shall remain in the Lessots name dunng the Lezse term. Title to the Equipment shali remain with the Lessor until the
Lesse� has electetl to pay [he then applicable Purchase Option Price or untii Lessee makes all of the Rental Paymenis as set torth on Exhibit 8 and any amounts
that may be owing. Upon receipt of the final Rental Payment or receipt oi t�e Nen appiicable Purchase OpLO� Pnce, Lesso� will release ihe tRle to lessee.
Lessor agrees to execute 5uU instruments and do such things as Lessee reasonable requests in order to effeduate the transfer of title to :^_ � Pssee Once ntle
passez to Lessee, Lessor hzs not further interest in the Equipment. Lessee herby assumes ali duties, nghis and responsihilities normally associate with ownership
ot Ne Equipment dunng the Lease Term including but not limited to the general maintenance of the Equipment, service of the Equipment, and all repairs needed
by the Equipment Lessee shall be responsibie for paying all costs normatly associatetl with ownership ot the Equipment �ncluding but not limited to state antl local
taxes,. insureoce, license antl registration, pertnit tees, and user fees.
VII, Assignment
Se�• on 7 07 Assionment bv Lessor. All of Lessofs rights, ffile andbr interest in and to Nis Agreement may be assigned antl reassi9ned in whole or in part [o
one or more assignees or sub-assignees by Lessor at any time without lhe consenl of Lessee No such assignment shall be effectrve as a9ainst Lessee until lhe
assignor shall have fiied with Lessee written notice of assignment itlentifying the assignee. Lessee shall pay all Rental Payments due hereunder relatrng to s�ch
Equipment to or at the tlirecGOn of Lessor or the assignee named in the nolice of assignmenL
Vlll. Mainteaance of Equipment
Secnon e a1. Lessee shall keep the Equipment in good repair and working ordec Lessee will be liable for all tlamage to the Eqmpmen[, other ihan nortnal wear
anE tear, caused 6y Lessee, rts employees or its agents. The equipment vriil be warrantetl and/or under a maintenance agreement with Lessor for the duration of
this Agreement as descnbetl in the Scope of Services, ot t0e Master Sernces Agreement, which �5 attached and incorporated as Appentlix B. Lessee shall pay for
and o7ain all permits, licenses and taxes necessary for the installation, operation, possession, storege or use of the Equipment. If the Equipment mciutles any
titled vehicle(s), then Lessee is responsible for ob:aining such 6tie(5) from the Slate and also for ensunng that Lessor is listed as First Lienholder on ail of lhe
t�tie(5} Lessee shalf nol dunng the term ot this Agreement create, incur or assume any levies, liens or encumbrances of any kind wrth respect to the Eqwpment
except those created by Nis Agreement. Lessee agrees that Lessor or its Assignee may execute any atltlitional documents including financing statemenis,
affCavis, notices, and simiiar instruments, for and on behalf of Lessee which Lessor deems necessary or aopropnate to pmtect Lessor's interest in t�e Eqwpment
and m Nis Agreement The Eqwpment is antl shall at ail times be and remain personal property. Lessee shall allow Lessor to examine and inspect the
Equipment at all reasona6le times.
IX. Default
Sectio� 9 05. Events ot De;aufl definetl. The totiowi�g events shatt constitute an "Event of Defautt" under this AgreemenL except as provitled untler Section 4.01:
(a) Falure by Lessee to pay any Rental Payment listed on Exhibit "e" for flfteen (15) days afier such Dayment is due accortling to the Payment Date listed on
Exhibit "B'L (b) FaiWre to pay any other payment required to be paid under this Agreement at the time specified herein and a con6nuation ot said faiWre for a
penod of fifteen (75) days afler written notice by Lessor that such payment must be made. If Lessee conhnues �o fail to pay any payment after such penod, then
Lessor may, but will not be obiigated to, make such payments and charge Lessee for ail wsts incurreE plus interest at the highest lawful rate. (c) Failure by
Lessee to observe and peAOrtn any wartanty, covenaM, contlition, promise or duty under lhis Ag�eement for a periotl of thirty (30) tlays atler written not¢e
speGiying such faiture ls given ta Lessee by Lesso4 unless Lessor agrees in wri6ng to an ezterts�on of lime. Lessor wiil not unreasonably withhold its consent to
an e#ension of time d corrective action is instltuted by Lessee. Subsection (c) does not apply to Re�tai Payments and other payments discussed above. (tl) Any
statemenL matenal omission, representation or warranty made by Lessee in or pursuant to this Agreement which proves to be false, incortect or misleading on the
date when made rega�diess of Lessee's intent antl whrc:h materialiy adversety affects the rig�ts or securiry of Lessor untler Shis Agreement (e) Any provision of
this Agreement which ceases to be valid for whatever reason and the loss of such p�ovision wou�tl materially ad�ersely affect tne nqhts or security of Lessor. (�
Lesse_ admits in writin9 its inabiliry to pay Rs obligations. Lessee deFaults on one or more of its other obligations. Lessee applies or consents to �he appointment
of a receiver to manage its atta�rs or makes a 9eneral assignment tor the benefit ot creditors.
Section 9 02 Remed�es on Defauli. Whenever any Event oi Default exists, Lessor shall have the right to take one or any combination of the following remedial
steps: (a) With or vrithout tertninating Ihis AgreemenL Lessor may deciare all Rental Payments and other amounts payable by Lessee hereunder to the end of lhe
then aRent Butlget Year to be immediately tlue and payable. @) WiN or without terminafing this Agreement, Lessor may require Lessee at Lessee's expense to
redeliver any or all of the Equipment to Lessor as provitled below m SecLOn 9 04. Such delivery shail take piace with in 15 days aRer the event of default occurs. If
Lessee fails to deliver the Equipment, Lessor may enter the premises where the Equipment is located and take possession of the Equipment and charge Lessee
tor cost inwrzed. Nohviths;andng that lessor has taken possession of the Equipmen; Lessee shatl still be ob4gatetl to pay the remaini�g Rental Payments due
up wtil the entl of the then wrrent Original Term or Renewal Tertn. Lessee will be liable for any damage M the Equipment caused by Lessee or its empioyees or
agen5. (c) Lessor may take whatever action at law or in equiry that may appear necessary or tles�able to enforce its rights
Secto� 9 03 No Remedv Exciusive. No remedy herein conferced upon or re5ervetl to Lessor is intentled to be exciusive and every such remedy shall be
cunula5ve antl shall be in addition to every other remedy given under this Agreement now or hereafter existlng at law or in equiry. No delay or omissio� to
exerpee any right or power aaruing upon any detault shall impair any such right or shail be construed to be a waiver thereof.
Se^� o g �4 et n of Eou ment and Storaae.
(a) Surtender. T�e Lessee shall, at its owri expense, surtentler the Equipment to the Lessor in the event of a default or a Non-appropriation by delivering the
Equipment ;o the Lessor to a location accessible by wmmon wrzier and designated by Lessoc In the case that any of the Equipment wnsists of soffware, Lessee
shali oestroy all intangible items wnsGtu4ng such soY.ware and shall tleliver to Lessor ali tangible ftems constituting such software. At Lessors request, Le55ee
shall a�so wrtify in a fortn a�:eptabie to Lessor that Lessee has complied with the above soMrare retum provisions antl Nat they wf�l immediately cezse using the
softvrare and that they shall pertnit Lessor and/or ihe vendor of the soRware to inspect Lessee's locations to veny compliance with lhe terms hereto. @) Delivery:
The Equipment shall be deliveretl to the iocation tlesignated by the Lessor by a wmmon carrier unless the Lessw agrees in wrRing that a comnwn cartier is not
neetled. When Ne Equipment is tleliveretl into the astotly of a common camer, the Lessee shall'arrenge for the shipping ot the ilem and its insurance m transit in
accordance with the Lessofs msWCtions antl at the Lessee's sole expense. Lessee, at its expense, shall completely sever and disconned ihe Eqmpment or its
component parts form the Lessee's property ali �rthout liabiliry to ihe Lessor. Lessee shall pack or crete the Equipment antl all of the wmponents parts of the
Equipment carefully a�tl in aaorCance with any recommendations of the manufaGlurer The Lessee s�all deliver to the Lessor the plans, speafications operotion
manuais, or other wartanties and dOCUments fumished by the manufacturer or ventlor on Ne Equipment and such other tlocuments in the Lessee's posses5ion
relation to the maintenance and methods of operellon of such Eqmpment (c) Condition: When the Eqwpment is surtendered to lhe Lessor R shalt be in the
13
03-�
condition antl :=oair required to v maintainetl untler this Agreement It will also meet all lecal regulatory conditions �ecessary for the Lessor to sell or lease it to a
thirtl party an: oe tee of all lie-s If Lessor rexsonably tletermmes ihat ihe Equipment or an rtem of ;he Equipmen; once d is retumed, i5 not in Ihe condiUOn
required heretr. Lessor m2y �_� L5e repair, service, up9atle, motlification or overhaul ot ;he Equipment or an item of Ne Equipment to achieve such condition
antl upon de.r._ad, Lessee shzi oromptty reimburse Lessor for zll amounts reasonable ezpentled in connx;ion with the fore9o�ng. (d) Storage: Upon wriflen
reques+, by tne =ss�r, the Less� sr,all provitle free storage for ihe Equipment or any item of the EquipmeM for a periotl not to exceetl 60 Cays after the expiranon
of it5 lezse terc'etuming ft to :��a !_ssor. The ! essee shall artance for the insurance tlescr:netl to coMinue in full force anti e,ffect with respe� to suU �tem tlunng
its storage pencd and the Lessor s.^.all reimburse the Lessee on tle.mznd for the incremental oremium wst of provitling such insurance.
X. Miscelianrous �
Section 70 07 Nc7us. AO nc:�ws shall be swYiciently given an0 sh211 be tleemed given when de�ivered or mailetl by registeretl mail, pos;age prepaiQ to the
parties al the�r - =_s�=cLve places o` o�siness as frst set forth herein or as ihe parties shall tles[gnate hereafter :n wnting. SecCon 10 02 Bindino EHecL This
Agreement sh=: inu: e to ihe ber _„ C and shait be binding upon Lessee a� Lessor a� thetr respectrve successors and assigns. SeCwn 10 �3. Sevem6itiN. In
the event any 7ovsion of this F;�=ement shatl be heltl mvalitl or unenforceable by any court of wmpetent �urisaiction, such holtling shail not imalidate or render
unentorceao�e any o.her prov:s�o� nereoE SeCOn i0 Oa Anendments Atltlenda Chances or Modificabons This Agreement may be amended, atltletl 10,
changed or mocnetl by wnYer agreement tluy execu;etl by Lesso� and Lessee. Sr_YOn �005 Executon m Counteroarts This Agreement may be
simultaneously ex�uled in seveal �unterparts, each of which shall be an original antl all of which shall conslltute but one and the same instmment. Sec:ion
10 O6 Caotio:s T�e captions or �eatlings m this Agreement tlo not defne, limit or tlescn�e the scope or mtent o� any provisions or secLOns of this Agreement.
Sect on 10 07 Eno:e Writinp. T Agreement, in wnjunqion with the Services Master ConVact tlatetl July 7, 2003, constdutes the entire wnting between Lessor
antl Lessee. ho warver, co�ser.t mooifw0on or change of terms ot this Agreement shali bind erther party unless �� wriGng and si9netl tiy both parties, and then
such waiver, cnsenZ modificaGOn or change shali be eReclrve oNy in the specific i�stance and for the speafic purpose given. There are no underslandings,
agreements, r �resentations, cctlinons, or warranties, express or imphed, which are not spe^.�fed herein regartling ihis Agreement or t�e Equipment leased
hereuntler. Ar.�� ;erms and condr.ons of any purchase order or oLher documents su6mittetl Cy Lesse¢ m connection with ihis Agreement which are in atldition to or
inconsisie�t w.:a Ne terms and ��dNOns of this A9reement will not be binding on Lessor and will nol apply to this Agreement. Sect on 10 OB Des'onafon as
Qualfed Tax -'exe.mot Ob��oat�c� Pursuant to Section 265 (h) (3) (B) (i) of lhe Intemai Revenue Code of 7986 as amended (lhe'Cotle ), the Lessee hereby
specifically des�nztes lhe Agre� as a'qualified tax-exempt obligation' for puryoses of Sec6on 265 (b) (3) of the Cotle. In compliance wdh Sechon 265 (b) (3)
(D) of the Coce, ihe Lessee herry represents ihat ihe Lessee wili not designate more than 570,000,000 of obiigabons issued by Ihe Lessee in the calendar year
during which tr.e Ag:eement is ex�med and tleiiveretl as such'quahfed tax-exempt obligations" In comphance wilh the requirements of Section 265 (b) (3) (C)
of the Cotle, tha Lessee hereby �_oresents the that Ne Lessee (inciuding all subordin2te entrties of tde Lessee wuhm Ihe meaning of Section 265 (b) (3) (E) of ihe
Cotle) reasonaoly anticipates nc ;o �ssue in the calendar year tlunng whmh ihe A9reemeni is exewtetl a�W def+vered, obligalions bearing interest ezempt Vom
federal mcome tz�0on under S�:ion 103 of the Code (other ;�an'private activiTy bonds' as a de�ned m Sechon 141 of the Code) in an amount greater than
510,000,000
ACCEPTANCE OF �QUIPMENT CERTfFICATION. BY SIGNING AND ATTESTING DIRECTLY BELOW, LESSEE
HEREBY CERTIFIES THAT THE EQUIPMENT DESCRIBED DIRECTLY BELOW IN EXHIBIT A HAS BEEN
DELIVERED AND INSTALLED IN ACCORDANCE WITH LESSEE'S SPECIFICATIONS. LESSEE FURTHER
CERTIFIES THAT THEY HAVE CONDUCTED SUCH INSPECTION ANDIOR TESTING OF THE EQUIPMENT
AS fT DEEMS NECESSARY AtJD HEREBY ACKNOWLEDGES TFiAT IT ACCEPTS THE EQUIPMENT FOR
ALL INTENDED PURPOSES.
RESOLUTION AND AUTHORIZATION. 6Y SIGNING AND A7TESTING DIRECTLY BELOW, LESSEE HEREBY
WARRANTS AND CERTiFIES THAT THE GOVERNfNG 80DY OF TFiE LESSEE AT EfTHER A SPECIAL OR
REGULAR MEETING OR THROUGH SOME OTHER APPROVED METHOD OF AUTHORIZATION HAS
DETERMINED THAT THIS AGREEMENT IS IN THE BEST INTERESTS OF THE LESSEE AND THE
GOVERNING BODY DID AT SUCH MEETING OR THROUGH SOME OTHER APPROVAL METHOD
APPROVE THE ENTERING fNTO OF THE AGREEMENT BY THE LESSEE AtSD SPECfFfCALLY
DESIGNATED AND AUTHORIZED THE INDIVIDUAL(S) WHO HAVE SIGNED DIRECTLY BELOW TO
EXECUTE TFfIS AGREEMENT ON LESSEE'S BEHALF ALONG WITH ANY RELATED DOCUMEN7S
(INCLUDING ANY ESCROW AGREEMENT) NECESSARY TO THE CONSUMMATION OF THE
TRANSACTION CONTEMPIATED BY THE AGREEMENT.
CITY OF ST. PAUL, MN
s
Typ�
Atte
Typ�
PROFESSIONAL ACCOUNT
UTAN GEMENT, LLC
3Y: � ""�IQ�-� -"�..
iyped Name and Title: 1�'a'27L �Z ./ Gu/v
Y /" � !'liL'1't�'-tC
p3-�Z5
RE: Lease With Option to Purchase Agreement dated as of July'I, 2003, between Professional Account Management, LLC (Lessor)
and the City of St. Paui, MN (Lessee)
Below is a detailed description of ail the items of Equlpment including quantity, modei number and seriai number where
apolicable:
Fir�een (15) Series 3 AutoCITE handheld computers; Twenty (20) Series 4M AutoCITE handheld computers; 1
versicn of AutoISSUE software; Ten (10) AutoCITE ch2rgers; Four (4) Dell personal computers; Four (4) Hewlett
P2ck2rd LaserJet printers; Six (6) Citrix licens2s; and installation and training
Location of Equipment: Cit of St. Paul Police Deoarment �00 East Eleventh Street St. Paul. MN 55101
EXHIBIT A- DESCRiPTION OF EQUfPMENT
Date of First Payment:
Origina4 Balance
7erm
Payment
Payment
Date
Payment
Number
Rentai
Pavment
09/15/03
10/15/03
11/15/03
12l15/03
01115/04
02/15/04
03/15/04
04/15(�4
05/15/04
06/15/04
07/15/04
08/15/04
09/15l04
10/15/04
11 /15/04
12/15(04
01 /15/OS
02/15/05
03/15/05
�4J15/05
05/15/�5
06/15/O5
07/15/05
08/15/OS
09/15/OS
10/15/O5
11/15l05
12115/O5
01!'I 5/06
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
�s
17
18
19
20
21
22
23
24
25
26
27
28
29
�6,633.19
56, 633.19
�6,633.19
56,633.19
�6,633.19
56,633.19
�6,633.19
56,633.19
$6,633.19
�6,633.19
�6,633.19
$6,633.19
$6,633.19
�6,633.19
56,633.19
$6,633.19
$6,633.19
�6
So,633.19
�6,633.19
$6,633.19
�6,633.19
56,633.19
S6,633.19
$6,633.19 �
$6,633.19
$6,633.19
$6,633.19
56,633.19
Applied to
Interest
�i ,188.73
�1,158.78
$1,128.67
$1, 098.39
$1, 067.94
� 1, 037.33
$1,006.55
$ 975.60
$ 944.47
^y 913.18
$ 881.72
� 850.08
$ 818.27
� 786.28
3 754.12
$ 721.78
$ 689.26
$ 656.56
$ 623.69
� 590.63
$ 557.39
$ 523.97
$ 490.36
S 456.57
S 422.59
$ 388.43
� 354.08
$ 319.54
$ 284.81
September 15, 2003
5216,100.00
36
56,633.19
Applied to
Principal
$5,444.46
$5,474.41
$5,504.52
�5,534.80
�5,56525
�5, 595.86
�5,626.64
$5,657.59
�5,688.72
$5,720.01
$5,751.47
�5,783.11
�5,814.92
�a5,846.91
55,879.07
55,911.41
�5, 943.93
$5,976.63
$6,009.50
$6,042.56
$6,075.80
$6,109.22
�6,142.83
56,176.62
56,210.60
$6,244.76
�6,279.11
$6,313.65
56, 348.38
'Purchase
Option Price
5216,100.00
S210,655.54
5205,181.13
5199,676.61
S � 94,141.82
S 188, 576.57
S � 82, 980.71
S177,354.07
S 171,696.48
S'166,007.76
5160,287.76
S'I 54,536.29
S 148,753.18
S 142,938.26
S 137,091.35
5131,2'I 2.28
5125,3��.88
51'19,356.95
5113,380.32
S107,370.82
5101,328.26
S 95,252.46
S 89,143.24
S 83,000.42
S 76,823.B0
S 70,613.20
S 64,368.44
S 58,089.33
5 51,775.68
S 45,427.31
1�
b3-�Z5
EXHIBIT B — PAYMENT SCHEDULE
(continued)
RE: Lease With Option to Purchase Agreement Dated as of July 1, 2003, between
Professionai Account Manaqement. LLC (Lessor) and the Citv of St. Paul, MN (Lessee)
Payment
Date
02/15/06
03/15/06
04/ 15/06
05/15/06
06/15/06
07/� 5/06
08/15/06
Payment
Num6er
30
31
32
33
34
35
36
Rental
Pavment
�6,633.19
56,633.19
56,633.19
�6,633.19
$6,633.19
�6,633.19
�6,633.19
16
Applied to
tnterest
$ 249.89
S 214.77
S � 79.47
5 143.97
$ 108.27
S 72.38
S 3626
Applied to
Principal
56,383.30
56,418.42
S6,453.72
S6,489.22
S6,524.92
S6,560.81
S6,596.93
'Purchase
Option Price
S 39,044.01
$ 32,625.59
5 26,171.87
� 19,682.65
$ 13,157.73
$ 6,596.93
$ 0.00
�3-SZ5
APPENDIX B:
Scope of Services
RFP-23204-2lElectronic Citation Issuance System
1. Equipment, Hardware and Sofricare Description:
Professional Parking Solutions (Provider) agrees to provide the follovainQ Equipment, Hardware and
Soft��are to meet the requirements of the Ciry of Saint Paul's (City) Request for Proposal #23204-2 as
modified in negotiations between the Pro��ider and the City:
• Fifteen (1�) AutoCite Series 3 Handheld Ticket Issuance Computers
• Twenty (20) AutoCite Series 4M Handheld Ticket Issuance Computers
• Ten (10) AutoCite ChargerslMultiplexers and all required cables, connection, etc.
• AutoISSUE Citation Management Software (Network version) with thz followine modules:
o Parking Ticket Issuance (for AutoCite Series 3 and AutoCite Series 4), including:
• Mazk Mode
• Pazking Meter Cross Reference
• Baz Code Printins
• Search Function
• Permit Cross Reference
• Scofflaw/Hot List
• Broken Meter reporting
� Broken/Damaged Sien reporting
• Officer Activity Reporting
o Traffic Ticket Issuance (for AutoCite Series 4M)
o Municipal Ordinance Ticket Issuance (for AutoCite Series 4Ivn
o VIBES Interface
• Four (4) AutoIssue Host PC's
• Six (b) software license packases for City access to the PPS AutoIssue server
• AutoCite Series 3 and 4M ticket and envelope stock as required for the life of the contract
2. Warraniv, Maintenance and Softcrare Uparades:
A. Warranty:
• Provider will warranty the AutoCITE System for the first year of the contract. This warranty
includes firmware, all hazdware and all sofiwaze.
,
• Warranty wazantees replacement of hazdwaze within two (2) days ��hile repair work is
taking place. City is responsible for sending unit via SECOI�TD DAY AIR to Provider's
Engineering Offices with appropriate Rehun Material Authorization (R'v1A) number.
Provider is will send a loaner unit to City via Fed Ex next day, overnieht, upon City's
17
o�-��
request. Ciry is responsible for return of loaner unit via SECOND DAY AIR �hen repaired
unit arri� es from Provider.
B. 'Vlaintenance:
Afte_ the iaitial warranty pe:iod espires, Provider �:Ii continue maintenance a�reements
on all h:sd�;are and softwaze for the AutoCITE System at no additional cost to the City for
the life ei the contract.
Terr:s of the maintenance agreements will mirror those of the Warranty listed above.
Pro�'ider euazantees a four (4) hour response time on service calls placed by the City
C. Sofrware Vzrsion L pdates:
Pro� ider �i'ill furnish all .-�utoCITE Systems version updates to the City at no additional
cost durne the life of the contract.
3. Training:
• Provider will conduct on-site training for a minimum of two (2) days during the installation and
test of the s� stem. Afrer the initial start-up, additional trainin� and assistance wiil be available at
no charge a� the request of the City.
• The Providzr �;�il thoroughly train the City's police officers who will be using the AutoCITE
units in flie use of these units in a classroom session followed by field training.
• The Provider ��zll thoroughly train the City analysts and/or supervisors who will be downloading
units and transferrin� data in the operations relative to the AutoISSUE Host PC System.
4. Customer Support:
• In addition to normal operationat staffmg and the groject manager, Provider wi11 designate a
representati� of their firm to provide support management of the contract and operations to the
City. This account representatice �;�ill provide the City consulting services in all areas of
comprehensi�-e parkin� mana�ement such as citation construction and desian, on-street and off-
street pazkinv space allocation manasement, and space turnover statistics and surveyin�.
�. Installation and Implementation:
Installation and implementation will occur in three distinct steps:
• AutoCITE s� configuration analysis and Pre-Installation Set-Up (Usual duration 30 to 45
Days) �
• Citt', ETEC and PPS assi� Project Managers
�
a�-��
• Initial DesiQn MeetinQs (Project Managers, Representatives of affected departments)
Duration: Minimum of one week
• Completion and approval of Technical Design Document, Usual time to compete 2 weeks
• Any and all changes and clarifications from the oriQinal RFP ��ill be part of this
document. �Any and all customization to the base AutoISSL"sE System will be specified in
this document, along with detailed and agreed upon additional fees, if any. Once the
Technical Design Document has been asrzed to no chanses will be allowed to the
AutoISSIIE System until the installation and training has been completed and thz system
is operational.
• Deliverv of AutoCITElAutoISSliE emulator for revie�v, Usual time to complete 2 weeks
• Appro�'al of AutoCITE/AutoISSUE emulator
• Appro��al of final AutoCITE citation design
• Prooramming and testing (Usual Duration 60 days)
• ETEC/PPS complete programmin� and testin�
• Set up of VPN connection-will require assistance of City IT staff
• Installation of production software on PPS servers
• Final testing
• Citation Delivery
• Aeency installation and trainin� (Usual duration 3 to � days)
• Install and test equipment at City
• Trainine
6. S�stem Securitv
• Provider is providing an ASP solution and information will be transfened back and forth via the
Internet. Data will be transferred via a secure and encrypted Virtual Private Network (VPN).
Ezcept in specific cases authorized by the SPPD all data transfers must be initiated from SPPD.
This means the VPN connection must ori�inate from SPPD into the vendor's system. Vendor
will provide VPN software and the SPPD and the Vendor will work toQether to create the VPN
connection. V
7. Dafa Transfer
• Citation information will be downloaded from the handheld units to the PC host system and
information �ill be available for daily mana�ement reports. During the transfer of data, two (2)
files are written simultaneously. The compacted data files are written in a sub-directory on the
hazd disk as �e11 as on a nett��ork backup so it can be stored separate from the PC in case the PC
should faii.
• Citation information will be transferred to servers located at Providers location throuah the host
PCs via the secure and encrypted VPN and new scofflaw iists and other changes will be
transferred from the Provider's servers to the host PCs via the VPN.
19
b3-8Z�
• Citation data will oz communicated between the Pro�ider's sen�er and the Ramsey Counry
V'IBES Svstem on a resular schedule as well as re]evant data from VIBES to .AutoISSUE on host
PCs. Provider w711 Tzcilitate the transfers of this data.
20