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245184 . 245184 ORI6INAL TO CIT�CLBRK . � -� CITY OF ST. PAUL FOENCIL N�,, ' . - OFFICE OF THE CITY CLERK CO NCIL ESOLUTION—GENERAL FORM PRESENTED BY � � �� COMMISSIONE DAT RESOLVED, That the proper City officers are hereby authorized and directed, on behalf of said City, to execute an Agreement between Comtrol� Inc. , a Minnesota corporation, and the City of Saint Paul, providing for a survey and review of the City' s telephone communications systems , a copy of said proposed Agreement being marked "Exhibit A" , attached hereto and incorporated herein by reference ; be it FURTHE R RESOLVED� That the City Comptroller, on behalf of said City, is hereby authorized to transmit to Northwestern Bell Telephone Company a letter substantially in the form of the letter to said Northwestern Bell Telephone Company, marked "Exhibit B'�, attached hereto and incorporated herein by reference. �0_ APPROVED � � ; Ass� Corporation Gwnsei qllG 12 1969 COUNCILMEN Adopted by the Council ' 19— Yeas Naye '��� � -�� �,��,� H�r�e� Dalglish Approved 19—_ Meredith � Tn Favor t/ Peterson ' Sprafka � Mayor Against Tedeaco 1969 Mr. President, Byrne PUBLISHED AUG 16 0 � � . CO�TROL= I�� COMMUNICATIONS CONSULTANTS 490 North Snelling Avenue Phone : (612) 646-4866 � , St. Paul , �iinnesota 55104 , ��.J' „ � , ��'`" �� � CO;��TROL, I�IC. � �/,��.,���`� A7inneapolis/St. Paul Area �f �I The Toni Company i�4r. Theodore Trampe Dewey Portland Cement Company Mr. J. W. Hrkal Geo. SF'�L�1�ic:�� Ileatin� Fa .\ir Conditionin� Company �ir. S. S. Snyder Empire Steel , Incornorated A'Ir. ii. jv'. Y.leM Let�is Iiolt �, �Iut Company ��Ir. Orville Linde Nortn�aestern sJational Bank �4r. �. J: Brandt � Lincoln Federal Savinas F� Loan Assoc. ��Ir. F. J. :�Iemmer, Jr. One Hour Cleaners , Incorporated I��Ir. B. C. 13urdick VEIL�NTIi�E COi1SULTII�;G SERVICE �iinneauolis/St. Paul Area Benson Optical Company i��r. Le� Anders�n Roseville State Bank A�ir. G. R. "lacomber General Trading A�r. D. H. Annala Inter-City Pa;�er Company b�r. H. Hau;;en T�Iarigolcl Foods , Incorporated Mr. C. Loepsberger �4cQuay , Incorporated A4r. E. T. L;�ons � Charles T. :tiller Hospital A1r. P. T. Ebb First State Bank of Coon Rapids T1r. J. J. Green TELEPIIONE COST CO\TROL, INCORPORAT�D . Chica�o , Illinois Area National Can Corporation Rand �ic:�lally � Company Allied `�Iills , Incorporated Arro�a Petroleum Company Chicago ;�iesley �Ie��orial I-Iospital Passavant Hospital Chicago Title � Trust Company National Tea Comnany Stone Container Coxporation Velsicol Chemical Corp. All recommendations implemented are guaranteed by Comtrol , Inc. If any recommendation �ut into effect proves unsatisfactory £or any reason, Comtrol , Inc. , zaill return said recommendation to its origi� nal status and refund tne remaining savings. Any installation or cllange charges thus incurred will be borne by Comtrol , Inc. 1698 NORTH LEXINGTON ST. PAUL, MINNESOTA 55713 PHONE: (61 2) 488-0261 r f � � � c��,��0�' I�C• COMMUNICATIONS CONSULTANTS � 490 Tlorth Snelling Avenue Phone : (612) 64b-�866 St. Paul , A4innesota 55104 CO3�ITROL, Ii�IC. A7inneapolis/St. Paul Area The Toni ComPany i�ir. Theodore Trampe Dewey Portland Cement Company R�ir. J. W. Hrkal Geo. Se�'�?�'ic�� Iteatin� � :�ir Conditioning Company I�ir. S. S. Snyder Empire Steel , Incor�orated i�7r. H. jV. Klem Lewis Bolt �, Nut Company i��Ir. Orville Linde Nortnwestern i�lational Bank I�Zr. �. J. Brandt Lincoln Federal Savings � Loan Assoc. ?�Ir. F. J. �iemmer, Jr. One I�our Cleaners , Incorporated t��Ir. I�. C. Burdick VAL�NTI�1E CONSULTI:�G SERVICE �sinneanolis/St. Paul !�rea Benson O�tical Company i�1r. Lee Anders�n Roseville State Bank 1•ir. G . R. hlacomber General Trading I�4r. ll. H. Annala Inter-City Pa�er Company TMTr. H. 'tiau�en I�iarigolcl Foods , Incorporated - Nir. C. Loepsberher ti-icQuay , Incorporated A4r. E. T. Lyons Charles T. :Iiller Hospital �4r. P. T. Ebb First State Bank of Coon Rapids T1r. J. J. Green � TELFPHONE COST CONTROL, INCORPOIL4T�D Chica�o , Illinois E�rea National Can Corporation Rand �•ic:�?ally � Company Allied '�Iills , Incor�orated Arroia Petroleum Company Chicago :tiresley �Iemorial F-Iospital Passavant Hospital Chicago Title � Trust Company National Tea Comnany Stone Container Corporation Velsicol Chemical Corp. All recommendations implemented are guaranteed by Comtrol , Inc. If any recommendation ;�ut into effect proves unsatisfactory f.or any . reason, Comtrol , Inc. , will return saicl recomm�ndation to its ori�i» nal status and refund tne rer�aining savings . �ny installation or cllange charges thus incurred ti�Till be borne by Comtrol , Inc. 1698 NORTH LEXINGTON ST. PAUL, MINNESOTA 55113 PHONE: (61 2) 488-0261 ,�,; _ . � � _� . , , . � , ^ __ ,• � , � ti'�s 1�� A G R E E M E N T THIS AGREEMENT , effective as of the 1st day of August, ig6g, by and between the City of Saint Paul, Minnesota, a municipal corporation, party of the first part, hereinafter for purposes of convenience referred to as the "City , " and Comtrol , Inc. , a Minnesota corporation, party of the second � part, hereinafter for purposes of convenience referred to as "Comtrol, " WITNESSETH: WFIEREAS, Comtrol has , among other things, proposed to make a survey of the present telephone co mmunication systems of the City and the City has indicated a desire to obtain such services ; NOW, THEREFORE, The City and Comtrol, for the considera— tions hereinafter set forth, agree as follows : 1. The term of this agreement shall be for a period of six (6) months from August 1, 1g69, through January 31, 19?0. 2. As of January 31, 1970, all rights , duties and obli- gations of the City and Comtrol hereunder shall terminate ex— cept as to payments due and owing from the City to Comtrol as of said date and as to guarantees with respect to restored service by Comtrol , Inc . as hereinafter provided. 3. Comtrol agrees to review the City' s past telephone bills comparing the charges with the inventory of equipment to determine the accuracy of the telephone charges therefor. In the event the City is being overbilled for equipment, Comtrol shall ne�otiate wi.th thP NOrtY�.WP,g�P_.]°n �P)_� me�Pp�?orp Company to obtain a refund for the City. for such erroneous billing. In the event there is a refund paid to the City 1 E1�HIBIT A ' . F�:..,......'9 . � . � . .. . ... .. . . . ... . . . ..... ...., . ._ :.... �' ,. . . .._ . . . . .,. ...<� . ., . � � _ . • • • �:._ , , . , . for such overbilling, the City agrees to pay Comtrol one—half (%2) of the amount of such refund within a . reasonable time after such refund is received by the City; provided, however, that Comtrol shall furnish to the City Comptroller satisfactory proof that such refund was made by Northwestern Bell Telephone Company through the efforts of Comtrol. Comtrol agrees to prepare reports to individual City departments , bureaus or separate City offices setting forth . the results of Comtrol ' s survey of the telephone communica— tion system of such department , bureau or separate City office and shall also provide to the City Council a comprehensive report of the City' s complete telephone communication system survey, such comprehensive report to be filed with the City Clerk. Comtrol shall complete its comprehensive survey and report to the City Cle.rk not later than November 30, 196g. 4. The City and the department head in charge of any City department , bureau or separate City office are hereby given the right to accept or reject the suggestions or proposed changes made in the report of Comtrol applicable to any particular department , bureau or separate City office. � If the City or any City department , bureau or separate City office adopts any change or changes recommended by Comtrol whereby the City achieves a saving to it or any such department, bureau or separate City office, the City agrees to pay Comtrol a sum equal to the savings achieved by such change during a period of ten (10) months of service following such change. The City, acting through the department , bureau or separate City office affected, shall have the sole option of determining 2 � . • ,, _ . .. . . . _._. , , . _ ._ .. . whether such aforesaid savings shall be paid over a ten (10)- month period or as a total lump sum payment or a combination of monthly payments and a lump sum spread over a ten (10)- month period. The amounts of such net savings on monthly service charges achieved by the City as a result of the efforts of Comtrol shall be payable �out of the appropriate telephone or communication system fund of such City department, bureau or separate City office which is the recipient of such savings. Any and all recommendations accepted by the department head of the City department, bureau or separate City office shall be summarized by Comtrol in letter form and re-submitted to the department head of the City department, bureau or separate City office for their signature of approval then submitted to the Northwestern Bell Telephone Company, in duplicate, for their concurrence with the extent of the savings as shown. Two signed copies of said letter will be returned to the City Comptroller' s Office for his files and�or further disposition. The department , bureau or separate City office desiring such change as recommended by Comtrol shall, in cooperation with Comtrol, be responsible for ordering such change from Northwestern Bell Telephone Company and no payment shall be due and owing Comtrol from the City hereunder until sueh change has actually been made and completed by said • telephone company. Forms for changes to be made shall be pre- pared by Comtrol and approved by the head of the City department, bureau or separate City office to be affected by such change. If any change is recommended by Comtrol and approved by the Cii,y uepartmeizt, bur�au or separate City o�ficG wlzieh ir��aives a one-time installation or realignment charge therefor by Northwestern Bell Telephone Company to the City, such one- time installation or realignment charge shall be borne by the 3 ►.,r. ,� ..��:� v��;p:�,,.�...��:.,��_., ,. _:,_._ ,,>,,�. w ,.� • �,; .. . � - , _._�.�. . , � department, bureau or separate City office affected by such change. 5. For the purpose of this agreement, Comtrol shall be deemed to be an independent contractor and not an agent of the City. Any and all employees of Comtrol or other persons engaged by Comtrol in performance of any work or services required or necessitated by Comtrol under and pursuant to the provisions of this agreement shall not be considered , employees of the City, and any and all claims that may arise under the Workmen' s Compensation Act of Minnesota on behalf of such employees or other persons engaged by Comtrol and any and alI claims made by any third person as a conse- quence of any act or omission on the part of Comtrol's employees or other persons retained by Comtrol to engage or participate in any of the work or services to be rendered hereunder, shall be the sole obligation and responsibility of said Comtrol , and said Comtrol agrees to defend and save harmless the City from any and all claims arising out of the work and activities contemplated pursuant to the provisions of this agreement. Comtrol shall pay, as they become due, all claims for Federal and State taxes , work tools, machinery, skill , materials, insurance premiums, equipment and supplies furnished, rendered or performed pursuant to the provisions of this agreement and shall save harmless and defend the City from liability from all claims of every kind an.d nature arising out of or result- ing trom the work and activities contemplated �iy the terms, provisions and conditions of this agreement. 6. It is agreed by and between the City and Comtrol that this agreement does not obligate the City or any department , bureau or separate City office to aecept or to 4 __ ._ _.----..__ ________.___-- ..____.___ -- ` �», .. ............. , ... . - . ., . .. .. ._.. . .... . �F ' ._.i . � order the recommended changes suggested by Comtrol ; provided, however, that if the changes recommended by • Comtrol are put into effect in accordance with the pro- cedures hereinbefore set forth, then the City agrees to pay Comtrol the fees he reinbefore set forth in accordance with the foregoing provisions of this agreement. It is further ag reed by and between the parties hereto that all changes in the telephone system of any City de- partment', bureau, or City office arising out of or by � virtue of recommendations made by Comtrol , Inc. shall be guaranteed by Comtrol , Inc. for a period of ten (10) months following such change . Should any City department, bureau, or City office find it necessary or desirable to return to the telephone communication system in effeet prior to implementation of recommendations by Comtrol , Inc . , said Comtrol , Inc , agrees to pay any charges incurred iri restoring the service as it was prior to such change and shall waive its rights to further payments from the City from the time written request for restored service is mailed to it by any such City department, bureau, or separate City office . It is further agreed by and between the parties hereto that Comtrol agrees to furnish a surety bond in form satisfactory to the Corporation Counsel with a corporate surety authorized to do business in the State of Minnesota in the penal amount of Five Thousan d Dollars (�5, 000.00) , conditioned upon the full and faithful perfozmance of 5 . �-_ � �,. , ., • � . � � • �.LL._:. _ __ „_ . Comtrol under and pursuant to the terms of this agreement, said bond being further conditioned to protect and save ' harmless the City of Saint Paul from all claims and demands of every nature whatsoever arising out of the negligent performance of services by Comtrol , Inc. , its agents, servants or employees under or by virtue of the terms of this agreement. It is finally agreed that this agreement shall not be assignable by either party hereto and shall continue " in full force until terminated in writing by either party hereto on thirty (30) days ' written notice. Dated this day of , 1969• CITY OF SAINT PAUL Approved as to Form: By Mayor � First Assistant Corporation Counsel City Clerk Approved as to form and execution this day Countersigned: of , 1969. First Assistant City Comptroller Corporation Counsel In Presence Of: COMTROL, INC. By , 6 __._____,.___.._ .�_ __ . y - , ._. , - . . - . � � . ,._..__ . r� ...._ � • ^ STATE OF MINNESOTA ) COUNTY OF RAMSEY ) sS' On this day of , 1969, before me, a notary public within and for said County, personally appeared Thomas R. Byrne, Harry E. Marshall and Joseph J. Mitchell , to me personally known, who, being each by me duly sworn, did say that they are respectively the Mayor, the City Clerk and the City Comptroller of the City of Saint Paul, Minnesota, named in the foregoing instrument, and that the seal affixed to said instrument is the seal of the City of Saint Paul , and that said instrument was signed and sealed in behalf of said City of Saint Paul by authority granted pursuant to formal resolution of the Council of the City of Saint Paul , Council File No. , passed and � approved the day of , 196g, and the said Mayor, City Clerk and City Comptroller acknowledged said instrument to be the act and deed of said City of Saint Paul , pursuant to said resolution. Notary Public, Ramsey Co. , Minn. My commission expires STATE OF MINNESOTA ) COUNTY OF � ss. On this day of , 1969, before me, a notary public within and for said County, personally appeared and , to me personally knwon, who, being each by me duly sworn, did say that they are respectively the and of the corporation named in the foregoing instrument , and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its and the said and acknowledged said ins�Lx•umen;; to be -tlie free ac� a�Zd cleed of said corpara��or�. Notary Public, Co. , Minn. My commission expires 7 _ . �-- _ , �� . � ' ' y • � � , - . � � � i � t Northwestern Bell Telephone Company ']0 West Fourth Street , Saint Paul, Minnesota 55102 Gentlemen: The City of Saint Paul , pursuant to the provisions of ftesolution of the Council , Council File No . , has retained the services of Comtrol , Inc , as its consultant to make a survey of the present telephone communication systems of the City so as to obtain the most efficient and economical service possible . You are hereby requested to cooperate with personnel of said Comtrol , Inc . and to permit personnel of said company to make copies of the following: 1. All telephone equipment and directory listings , records and all telephone equipment records pertaining to the undersigned' c service. 2. An itemization on all telephone equip- ment billings , directory listings , toll and message unit billing. It is understood by the City and its officials that the aforementioned records or billings would normally be considered corifidential information between you a.nd said City, and you are consequently released from any liability for divulging, supplying and making available to said Comtrol, Inc . the aforesaid information, records or billings . You are hereby further informed that any change in tele- phone service by your company to any City department, City bureau or separate City office not under the si�pervision and control of a bureau or department resulting from recommenda- tions made by Comtrol to the City will be submitted to you in writing with the approval of the head of a City depart- ment , bureau or separate City office endo:csed thereon. Yours very fruly, . . , EXHII�IT B .. _. . _--__. �_ � ��;�.,.�..t�::.�. .�,,�.,.:, _,.��_:� .�... _:. .�2,� ..., _ . _ l y � �,��� � �; . . � . � � $ ' . � /3 � , AGREEMENT THIS AGREEMENT, effective as of the lst day of ' August, 1g69, by and between the City of Saint Paul , Minnesota, a municipal corporation, party of the first part , hereinafter for purposes of convenience referred to as the "City" , and Comtrol , Inc. , a Minnesota corporation, party of the second part, hereinafter for purposes of convenienee referred to as "Comtrol" . - WITNESSETH: WHEREAS, Comtrol has, among other things , proposed to make a survey of the present telephone communication systems of the City and the City has indicated a desire to obtain such services; NOW, THEREP'ORE, The City and Comtrol , for the considerations hereinafter set forth, agree as follows : 1. The term of this agreement shall be for a period of six (6) months from August 1 , 1969, through January 31 , 1970. � 2. As of January 31 , 1970, all rights, duties and obligations of the Ci�y and Comtrol hereunder shall terminate except as to any payments due and owing from the City to Comtrol as of said date. 3. Comtrol agrees to review the City' s past telephone bills comparing the charges with the inventory of equipment to determine the accuracy of the telephone charges therefor. ----• In the event the City is being overbilled for equipment, Comtrol shall negotiate with the Northwestern Bell Telephone . . Company to obtain a refund for the City for� such erroneous billing. In the event there is a refund paid to the City .___.. . _ _ _ _._. _ _ _ _�,,,__ , ,: ����� r . ' � . .... ... . . � .. �. for such overbilling, the City agrees to pay Comtrol one-half (%2) of the amount of such refund within a reasonable time after such refund is received by the City; ' provided, however, that Comtrol shall furnish to the City Comptroller satisfactory proof that such refund was made by Northwestern Bell Telephone Company through the efforts of Comtrol. Comtrol agrees to prepare reports to individual City � departments, bureaus or separate City offices setting forth the results of Comtrol ' s survey of the telephone communica- tion system of such department , bureau or separate City office and shall also provide to the City Council a comprehensive report of the City' s complete telephone communication system survey, such comprehensive report to be filed with the City Clerk. Comtrol siiall complete its comprehensive survey and report to the City Cle.rk not later than November 30, 1969. 4. The City and the department head in charge of any City department , bureau or separate City office are hereby given the right to accept or reject the suggestions or proposed changes made 'in the report of Comtrol applicable to any particular department, bureau or separate City office. If the City or any City department , bureau or separate City office adopts any change or changes recommended by Comtrol whereby the City achieves a saving to it or any such department , bureau or separate City office, the City agrees to pay Comtrol a sum equal to the savings achieved by such change during a period of ten (10) months of service following such change. The City, acting through the department , bureau or separate . City office affected, shall have the sole option of determining . 2. , �..n_. ..� � � , � , .._. : _1. ��:.,F. , Y .. _.__.. � .� a , whether such aforesaid savings shall be paid over a ten (10)- month period or as a total lump sum payment or a combination of monthly payments and a lump sum spread over a ten (10)- month period. The amounts of such net savings on monthly • service eharges achieved by the City as a result of the efforts of Comtrol shall be payable out of the appropriate telephone or communication system fund of such City department , bureau or separate City office which is the recipient of such savings. Any and all recommendations accepted by the department head of the City department, bureau or separate � City office shall be summarized by Comtrol in letter form and re-submitted to the department head of the City department, bureau or separate City office for their signature of approval then submitted to the Northwestern Bell Telephone Company, in duplicate, for their concurrence with the extent of the savings as shown. Two signed copies of said letter will be returned to the City Comptroller' s Office for his files and�or further disposition. The department , bureau or separate City office desiring such change as recommended by Comtrol shall, in cooperation with Comtrol, be responsible for ordering such change from Northwestern Bell Telephone Company and no payment .shall be due and owing Comtrol from the City hereunder until such change has actually been made and completed by said • telephone company. Forms for changes to be made shall be pre- A pared by Comtrol and approved by the head of the City department, bureau or separate City office to be affeeted by such change. If any change is recommended by Comtrol and approved by the City department , bureau or separate City office which involves a one-time installation or realignment charge tYierefor by Northwestern Bell Telephone Company to the City, such one- • time installation or realignment charge shall be borne by the 3 _-_-___,_..._. _ _ __ � _ ,..._._ ,, . .. . ;>� � ..:... ��..,._.,..�� � • ' . . . . . . . k,�.' .. +.. ... . _ ....... - ' � _ . :.. - -._._. .. . .. . , iB..Y. .r' department, bureau or separate City office affected by such change. ' � 5. For the purpose of this agreement, Comtrol shall be deemed to be an independent contractor and not an agent of the City. Any and all employees of Comtrol or other persons engaged by Comtrol in performance of any work or services required or necessitated by Comtrol under and pursuant to the provisions of this agreement shall not be considered , employees of the City, and any and all claims that may arise under the Workmen' s Compensation Act of Minnesota on behalf of such employees or other persons engaged by Comtrol and any and all claims made by any third person as a conse— quence of any act or omission on the part of Comtrol's employees or other persons retained by Comtrol to engage or participate in any of the work or services to be rendered hereunder, shall be the sole obligation and responsibility of said Comtrol , and said Comtrol agrees to defend and save harmless the City from any and all claims arising out of the work and activities contemplated pursuant to the provisions of this agreement . Comtrol shall pay, as they become due, all claims for Federal and State taxes , work tools, machinery, skill , materials, insurance premiums , equipment and supplies furnished, rendered or performed pursuant to the provisions of this agreement and ` shall save harmless -and defend the City from liability from all claims of every .kind and nature arising out of or result— ing from the work and activities contemplated by the terms, provisions and conditions of this agreement. . 6. It is agreed by and between the City, and Comtrol . � that this agreement does not obligate the City or any department, bureau or separate City office to aecept or to 4 . _ ,�..��.�, r. .�,:.. r,: >. ,_ ' _ _. _ .. ,.,.-�,.,�.,.w ,_,.�.�.4_.. _. .... . _.. _:��. . ». � � �° . • _ � F+. _. i�. .< . order the recommended changes suggested by Comtrol; provided, however, that if the changes recommended by Comtrol are put into effect in accordance with the procedures hereinbefore set forth then the City agrees to pay Comtrol the fees hereinbefore set forth in accordance with the foregoing provisions of this agreement. It is further agreed by and between the parties hereto that all changes in the telephone system of any City department, bureau or City office arising o'ut of or by virtue of recommendations made by Comtrol , Inc. shall be guaranteed by Comtrol , Inc. for a period of ten (10) months following such change should any City department, . bureau or City office find it necessary or desirable to return to the telephone communication system in effect prior to implementation of recommendations by Comtrol, Inc. Said Comtrol , Inc. agrees to pay any charges incurred in restoring the service as it was prior to such change. . It is further agreed by the parties hereto that in any such event Comtrol , from the time written request by any department , bureau or City �office for restoration of its prior communications , service, status shall not be entitled to remaining anticipated savings contemplated by the change recommended by said Comtrol , Inc. A It is further agreed by and between .the parties hereto that Comtrol agrees to furnish a surety bond in form satisfactory to the Corporation Counsel with a corporate surety authorized to do business in the State of Minnesota in the penal amount of Five Thousand Dollar-s (�5,000. 00) , . conditioned upon the full and faithful performance of � 5 _..__ __-_____ _ _ .. �. . ; - ,., . . : _ n. .,�,. ....�.��,��-�° . . .. . � . . . . . .. . � � � .. . . . . . f� ., . .. • .. . � _. . . __ � Comtrol under and pursuant to the terms of this agreement, said bond being further conditioned to protect and save harmless the City of Saint Paul from all claims and demands of every nature whatsoever arising out of the negligent performance of services by Comtrol , Inc. , its agents, servants or employees under or by virtue of the terms of this agreement. It is finally agreed that this agreement shall not , be assignable by either party hereto and shall continue in full force until ter-minated in writing by either party hereto on thirty (30) days ' written notice. Dated this day of , 1969. CITY OF SAINT PAUL Approved as to Form: By Mayor First Assistant Corporation Counsel � • City Clerk Approved as to form and execution this day Countersigned: of , 1969. � First Assistant City Comptroller Corporation Counsel In Presence Of: COMTROL, INC. By � , . - 6 _ _ ___.__--- -_ __ _ _ ,_. ,; _ �,'.-r � � . . . , _. . _t... ,.��: . � �' ____: ,� STATE OF MINNESOTA ) • COUNTY OF RAMSEY � ss. On this day of , 196g, before me, a notary public within and for said County, personally appeared Thomas R. Byrne, Harry E. Marshall and Joseph J. Mitchell , to me personally known, who, being each by me duly sworn, did say that they are respectively the Mayor, the City Clerk and the City Comptroller of the City of Saint Paul , Minnesota, named in the foregoing instrument, and that the seal affixed to said instrument is the seal of the City of Saint Paul , and that said instrument was signed and sealed in behalf of said City of Saint Paul by authority granted pursuant to formal resolution of the Council of the City of � Saint Paul , Council File No. , passed and approved the day of , 1969, and the said Mayor, City Clerk and City Comptroller acknowledged said instrument to be the act and deed of said City of Saint Paul , pursuant to said resolution. Notary Public, Ramsey Co. , Minn. My commission expires STATE OF MINNESOTA ) COUNTY OF � ss. On this day of � , 1969, before me, a notary public within and for said County, personally appeared and , to me personally knwon, who, being each by me duly sworn, did say that they are respectively the and of the corporation named • in the foregoing instrument , and that the seal affixed to said instrument is the corporate seal .of said corporation, and that said instrument was signed and sealed in behalf of said corporation by _authority of its and the said and acknowledged said instrument to be the free act and deed of said corporation. . � Notary Public, Co. , Minn. My commission expires _ . �. �____ � . _ : . � .�._ _.�,. .: � . • ' ,. �,-;� , � _ . l� � _;� AGREEMENT THIS AGREEMENT, effective as of the lst day of • August, 196g, by and between the City of Saint Paul , Minnesota, a municipal corporation, party of the first part , hereinafter for purposes of convenience referred to as the "City" , and Comtrol , Inc. , a Minnesota corporation, party of the second part, hereinafter for purposes of convenience referred to as "Comtrol" . ' . WITNESSETH: WHEREAS, Comtrol has, among other things , proposed to make a survey of the present telephone communication systems of the City and the City has indicated a desire to obtain such services; NOW, THEREFORE, The City and Comtrol , for the considerations hereinafter set forth, agree as follows : l. The term of this agreement shall be for a period of six (6) months from August 1 , 196g, through January 31 , 1g7o. 2. As of January 31 , 1970, all rights , duties and obligations of the City and Comtrol hereunder shall terminate except as to any payments due and owing from the City to Comtrol as of said date. � 3. Comtrol agrees to review the Ci.ty' s past telephone bills comparing the charges with the inventory of equipment to determine the accuracy of the telephone charges therefor. In the event the City is being overbilled for equipment, Comtrol shall negotiate with the NortY�western Bell Telephone Company to obtain a refund for the City for' sueh erroneous � billing. In the event there is a refund paid to the City _.._._.___. � _ _ _ __-__ ._- . ., _� �. _ �;_y=�� yy , � ,.,_. ... � �. _. . _ _ —^ _ 1 . ;,. . , � . � . . _ • �...,�....1. for such overbilling, the City agrees to pay Comtrol one—half (%2) of the amount of such refund within a reasonable time after such refund is received by the City; provided, however, that Comtrol shall furnish to the City Comptroller satisfactory proof that such refund was made by Northwestern Bell Telephone Company through the efforts of Comtrol. Comtrol agrees to prepare reports to individual City departments , bureaus or separate City offices setting forth the results of Comtrol ' s survey of the telephone communica— tion system of such department , bureau or separate City office and shall also provide to the City Council a comprehensive report of the City' s complete telephone communication system survey, such comprehensive report to be filed with the City Clerk. Comtrol shall complete its comprehensive survey and report to the City Cle.rk not later than November 30, 1969. 4. The City and the department head in charge of any City department, bureau or separate City office are hereby given the right to accept or reject the suggestions or proposed changes made in the report of Comtrol applicable to any particular department, bureau or separate City office. If the City or any City department , bureau or separate City office adopts any c.hange or changes recnmmended by Comtrol whereby the City achieves a saving to it or any sueh department, bureau or segarate City office, the City agrees to pay Comtrol j° a sum equal to the savings achieved by such change during a period of ten (10) months of service following such change. . � The Cit actin throu h the de artment bureau or se arate Y� g g P � P City office affected, shall have the sole option of determining 2 _ ___._ — ___.._ � _._ _ _ _- . ,..-_ , . .�. _ .� . , ,�,... .�:. . . ... ' _ � _. .. whether such aforesaid savings shall be paid over a ten (10)- month period or as a total lump sum payment or a combination. of monthly payments and a lump sum spread over a ten (10)- month period. The amounts af such net savings on monthly . service charges achieved by the City as a result of the efforts of Comtrol shall be payable out of the appropriate telephone or communication system fund of such City department, bureau or separate City office which is the recipient of such savings. Any and all recommendations accepted by the department head of the City department , bureau or separate � City office shall be summarized by Comtrol in letter form and re-submitted to the department head of the City department, bureau or separate City office for theiY• signature of approval then submitted to the Northwestern Bell Telephone Company, in duplicate, for their concurrence with the extent of the savings as shown. `Pwo signed copies of said letter will be returned to the City Comptroller' s Office for his files and�or further disposition. The depa.rtment , bureau or separate City office desiring such change as recommended by Comtrol shall, in cooperation with Comtrol , be responsible for ordering such change from Northwestern Bell Telephone Company and no payment shall be due and owing Comtrol from the City hereunder until such change has actually been made and completed by said • telephone company. Forms for changes to be made shall be pre- pared by Comtrol and approved by the head of the City department, bureau or separate City office to be affected by such change. If any change is recommended by Comtrol and approved by the City department, bureau or separate City office which involves a one-time installation or realignment charge therefor by Northwestern Bell Telephone Company to the City, such one- � time installation or realignment charge shall be borne by the 3 _.._, _ .___..�..,_.._. . , _ , _� .., .. a"'"` .::�.�',�,,� _ . . _ . . . �__._::..�._.�.�. � . � � . department, bureau or separate City office affected by such change. ' 5. For the purpose of this agreement , Comtrol shall be deemed to be an independent contractor and not an agent of the City. Any and all employees of Comtrol or other persons engaged by Comtrol in performance of any work or services required or necessitated by Comtrol under and pursuant to the provisions af this agreement shall not be considered employees of the City, and any and all claims that may arise under the Workmen' s Compensation Act of Minnesota on behalf of such employees or other persons engaged by Comtrol and any and all claims made by any third person as a conse- quence of any act or omission on the part of Comtrol's employees or other persons retained by Comtrol to engage or participate in any of the work or services to be rendered hereunder, shall be the sole obligation and responsibility of said Comtrol , and said Comtrol agrees to defen.d and save harmless the City • from any and all claims arising out of the work and activities contemplated pursuant to the provisions of this agreement. Comtrol shall pay, as they become due, all claims for Federal and State taxes , work tools , machinery, skill , materials, insurance premiums, equipment and supplies furnished, rendered or performed pursuant to the provisions of this agreement and � shall save harmless �.nd defend the City from liability from all claims of every .kind and nature arising out of or result- ing from the work and activities contemplated by the terms, provisions and conditions of this agreement. 6. It is agreed by and between the City and Comtrol . that this agreement does not obligate the City or any department , bureau or separate City office to accept or to 4 ; t . . .."�°._.� � _ . � _ .. order the recommended changes suggested by Comtrol ; provided, however, that if th,e changes recommended by Comtrol are put into effect in accordance with the procedures hereinbefore set forth then the City agrees to pay Comtrol the fees hereinbefore set forth in accordance with the foregoing provisions of this agreement. It is further agreed by and between the parties hereto that all changes in the telephone system of any City department, bureau or City office arising out of or by virtue of recommendations made by Comtrol , Inc. shall be guaranteed by Comtrol, Inc. for a period of ten (10) months following such change should any City department, . bureau or City office find .it necessary or desirable to return to the telephone communication system in effect prior to implementation of recommendations by Comtrol , Inc. Said Comtrol , Inc. agrees to pay any charges incurred in restoring the service as it was prior to such change. It is further agreed by the parties hereto that in any such event Comtrol , from the time written request by any department , bureau or City -office for restoration of its prior communications , service, status sliall not be entitled to remaining anticipated savings contemplated by the change recommended by said Comtrol , Inc. ,. It is further agreed by and between the parties hereto that Comtrol agrees to furnish a surety bond in form satisfactory. to the Corporation Counsel with a corporate surety authorized to do business in the State of Minnesota in the penal amount of Five Thousand Dollars (�5 ,000.00) , . conditioned upon the full and faithful performance of � � 5 _.._.. .�.�.._ ` . . i i � . . .. .. - . �.....-....;.rp�k-r�-:` . � . ' f+` _ - i . _. _ �t[_; i Comtrol under and pursuant to the terms of this agreement , said bond being further conditioned to protect and save harmless the City of Saint Paul from all claims and demands of every n.ature whatsoever arising out of the negligent performance of services by Comtrol , Inc. , its agents, servants or employees under or by virtue of the terms of this agreement. It is finally agreed that this agreement shall not be assignable by either party hereto and shall continue in full force until terminated in writing by either party hereto on thirty (30) days ' written notice. Dated this day' of , 1969. CITY OF SAINT PAUL Approved as to Form: By Mayor First Assistant Corporation Counsel , City Clerk Approved as to form and � execution this day Countersigned: of , 196g. . First Assistant City Comptroller Corporation Counsel � In Presence Of: � � COMTROL, INC. By . , . 6 _ .._..�__._.�. __ _ ,____ � ti,:..�.n .�.'� . . �. ��. M - h % ' � , W_.__ , . . . STATE OF MINNESOTA ) . COUNTY OF RAMSEY � ss. . On this day of , 1969, before me, a notary public within and for said County, personally appeared Thomas R. Byrn.e, Harry E. Marshall and Joseph J. Mitchell , to me personally known, who, being each by me duly . sworn, did say that they are respectively the Mayor, the City Clerk and the City Comptroller of the City of Saint Paul , Minnesota, named in the foregoing instrument, and that the seal affixed to said instrument is the seal of the City of Saint Paul , and that said instrument was signed and sealed in behalf of said City of Saint Paul by authority granted pursuant to formal resolution of the Council of the City of • Saint Paul , Council File No. , passed and approved the day of , 1969, and the said Mayor, City Clerk and City Comptroller acknowledged said instrument to be the act and deed of said City of Saint Paul , pursuant to said resolution. Notary Public, Ramsey Co. , Minn. My commission expires STATE OF MINNESOTA ) � COUNTY OF � ss. On this day of � , 1g69, before me, a notary public within and for said County, personally appeared and , to me personally knwon, who, being each by me duly sworn, did say that they are respectively the and of the corporation named - in the foregoing instrument , and that the seal affixed to said instrument is the corporate seal pf said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its and the said and � acknowledged said instrument to be the free act and deed of said corporation. Notary Public, Co. , Minn. My commission expires . 7. ._ _ . _. _ . _..� .�;;,„,.; �.