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
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CO�TROL= I�� COMMUNICATIONS CONSULTANTS
490 North Snelling Avenue
Phone : (612) 646-4866 � , St. Paul , �iinnesota 55104
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�� � CO;��TROL, I�IC.
� �/,��.,���`� A7inneapolis/St. Paul Area
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�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
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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
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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
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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
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. 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
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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
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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
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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 ,
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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
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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
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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
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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
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, 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
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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
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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
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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 �
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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 _
. �.
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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
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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
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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
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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
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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
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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
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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.
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