05-533Council File # OJ -��
AMENDED - JUNE 22, 2005
CITY
Presented Hy
Referred to
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Committee: Date
WHEREAS, the Saint Paul Division of Parks and Recreation is committed to providing the best
possible facilities and services in the most cost efficient mamier for the citizens of Saint Paul; and
WFIEREAS, Saint Paul Parks and Recreation recognizes that the facilities, programs and services
are valuable assets of the citizens of Saint Paul; and
WHEREAS, these significant assets can leverage significant additional financial and in-ldnd
support from corporarions and other agencies; and
WHEREAS, this additional support is best secured by a professional markering and sponsorship
development; and
WI�REAS, Saint Paul of Parks and Recreation worldng with Con�act and Analysis staff
developed a request for proposal and deemed the proposal from Intemark, Inc. of Minneapolis, MN as the
most responsible, professional and appropriate for the needs of Saint Paul; and
14 WIIEREAS, Saint Paul of Parks and Recrearion staff have negotiated a guaranteed contract with
15 Intemazk Inc. that has no financial risk to the City of Saint Paul and that should yield significant and
16 appropriate revenue contracts which wi11 each be approved by the City Council; now, therefore be it
17 RESOLVED, that the appropriate city officials are authorized to execute the attached Agreement
18 with Intemark, Inc. to solicit sponsorship proposals for consideration and approval by the City of Saint
19 Paul. (Additional language attached)
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Resolution �
Green Sheet '�-.' �Jd����
RESOLUTiON
SAINT PAUL, MINNESOTA
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Requested by Division of Parks and
Recreation n � I /�
BY: ���29'6ce1�-�
Form Apprgved by City
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By: ✓
Appro � y Mayor fop
Counc 1 (
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By:
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By:
Adoption Certified by Council SecreCary
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06-533
Council File 05-533
Parks and Rec. — Corporate Sponsorships
Proposed Amendment Language
Page 1 line 19 after City of Saint Paul delete "." and insert
: and be it
Further resolved that the Citv Council expresses its desire that sponsorships,
compromise the abilitv of Citv of Saint Paul to meet its oblipation for providina services
for the common aood of our communitv; and be it
Further resolved that the Citv Council directs the Saint Paul Parks and Recreation
Division to evafuate citv financed real estate developments, business subsidies, and
related public investments to determine if these public/private relationships could be
leveraped to meet the identified needs: and be it
Finally revolved that the Citv Council requests that the Saint Paul Parks and Recreation
Division carefullv evaluate the proposed model of solicitinq private support for public
purqases to determine the aaalicabilitv of usina this approach to finance other tvpes of
proiects in the non-profit or public sectors.
� Green SMeet Green
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Sheet Green Sheet Green Sheet Green Sheet Green Sheet
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DepartmeM/office/couneil: Date Initiated:
PR -��a�a� 31-MAY-05 Green Sheet NO: 3026647
CorMact Person & Phone• ��N�^errt Serrt To Person InitialfDate
Bob BieBCheid � � 0 a ls and R r tioo �
2 L�ssign 1 ar and Recreation De artment Direetor �3J
Must Be on Council /\qenda by (Date): Number Z � �
For
Routing 3 a or•s Offi Ma r/Assistant
O�de� 4 uncil
5 i Clerk ' Clerk
Total # of Signature Pages ^ (Clip All Locations for Signature)
Action Requestetl:
Sigaatures needed on attached Resolution authorizing appropriate City officials to entez into an ageement with Intematk Inc.
Recommendations: Approve (A) or Reject (R): Personal 5ervice Contrects Must Answer the Following Questions:
Planning Commission 1. Has this personffirm ever worked under a contract for this departmenY?
CIB Committee Yes No
Civil Service Commission 2. Has this person/firm ever been a city employee? -
Yes No
. 3. Does this person/firtn possess a skill not normally possessetl by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
Saint Paul Pazks and Recreation cvishes to enter into an agreement with Intemazk Inc. for professional xnarketing and sponsorship
development to access additional fii�aucial support.
AtivanWges If Approved:
Saint Paul Pazks and Recreation will yield significant revenue from professional mazketing and sponsorslup development.
DisadvanWStes If Apqroved:
None
DisadvanWges If NotApproved:
Saint Paul Pazks and Recrearion will not yield sigiificant revenue.
Total Amount of CosHRevenue Budgetetl:
Transaction:
Funding Source: Activity Number:
Financial Infortnation:
(Explain)
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THIS AGREEMENT, made and entered into this _ day of 2005, by and between the City of
Saint Paul, Minnesota, a municipal corporation under the laws of the State of Muinesota, hereinafter referred to
as "City," and Intemark, Inc., whose address is 2 Meridian Crossings, Suite 120, Minneapolis, Minnesota,
55423, hereinafter referred to as "Provider".
The City and Provider, in consideration of the mutual tem�s and conditions, promises, covenants, and
payments hereinafter set forth, agree as follows:
SECTIOIV 1. Scope of Services.
A. Provider agrees to develop marketing parinerships for the Saint Paul Pazks and Recrearion Division
as detailed in its proposal dated Apri17, 2005, attached hereto as Attachment A and incorporated
herein by reference. Unless inconsistent with the terms of this Agreement, all of the terms and
conditions of the proposal shall apply. The specific tasks, deliverables, time lines, etc. that make up
these services are:
1) Phase I - Planning
a) Intemark will meet with the primary contact from the City of Saint Paul Parks
and Recreation Division to discuss project specifics, overall objectives and
establish communication protocol.
b) Intemark will meet with and interview key officials. Intemark will obtain vital,
relevant lazowledge from officials, such as budgetary concerns, future
development plans, ideas for marketing, conflicts of interest, past partnership
attempts, highest priority needs and any other pertinent information.
c) Intemark will review relevant City/Parks and Recrearion contracts. to detern�ine
whether the existing relarionships can be extended to include a marketing relarionship,
and deternune any potential conflicts of interest that may arise. In addition, Intemark
will assist the City of Saint Paul in the development of a set of program policies to
guide the future work of the City of Saint Paul in the pursuit of partnerships.
d) Intemark will conduct thorough and frequent in person visits to park and recreation
facilities to conceptualize and evaluate physical assets. Inteinark team members will
also study additional assets controlled by the parks and recrearion division (i.e., trail
systems, parks, picnic azeas, pazking facilities, amphitheatres, common azeas, direct
marketing, current and future events, collateraUinteracrive assets etc.). Intemark will
ascertain which of the assets are most mazketable to a potenrial partner with rationale
and suggested partner integration. Intemark will develop and will submit an asset
inventory schedule for review and approval.
e) Intemark will develop a list a potenrial categories and pariners with objecrives that are
relevant to the City of Saint Paul Parks and Recrearion Division, to be approved by the
City of Saint Paul Parks and Recrearion Division.
2) Phase II - Development
a) Intemark will compile all of the City and Parks and Recrearion reseazch to develop the
appropriate communicarion materials to accurately communicate the marketing
parhiership opportunity to potenrial pariners.
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b) Intemark will contact all prospective partners in each category to accurately describe
the goal of the partnership and share the values of the Parks and Recreation assets to
potenrial partner.
c) Intemark will customize and forwazd a smmnary document and any other pertinent
materials to potenrial parmers via email, fax, eapress mail, or HTMI. link in order to
provide a snapshot of the program opporhuiity.
d) Intemark will develop, with the Parks and Recrearion Division's approval, a category-
specific RFP and will dish it to potenrial parmers, for categories where an RFP is
appropriate or necessary.
3) Phase III - Evaluation and Negoriarion
a) Intemark will coordinate negoriarion meerings between Pazks and Recrearion staff and
prospecrive paztner.
b) Intemark will provide evaluarions and recommendarions for potenrial partners and once
a partner is selected, Intemark will facilitate negotiations to insure a mutually beneficial
partnership relationship. Intemazk understands that at all rimes, final decisions on the
appropriateness or desirability of a partner or sponsorship belongs with the City, and
the decision not to pursue a sponsorship agreement will not result in any claim for lost
profits to Intemark if the partner or sponsor is one that was not on the inirial approved
list developed in the Planning Phase pursuant to Secrion l.e. In the event that a sponsor
or partner from the approved list is rejected by the Ciry, Parties agree that the Provider
shall be entitled to recover reimbursement for a portion of the time invested at the rate
of $200.00 per hour for as many hours spent by Provider, not to exceed 50 hours. Time
reimbursed under this provision must be documented.
c) Intemark will work with the Saint Paul Parks and Recreation Division to negoriate
texms for an agreemenUcontract between the partner/sponsor and the Parks and
Recreation Division. Intemark understands that no Agreement entered into is binding
on the City until such time as it has been fully executed, approved as to form and,
where necessary, authorized by the City Council. Failure to execute an agreement
based on the negoriated terms contemplated herein will not result in any claim for lost
profits to Intemark where the failure is due to the sponsor or partner. If the failure is
due to acrion or inacrion of the City, Parties agee that the Provider shall be enritled to
recover reimbursement for a portion of the rime invested at the rate of $200.00 per hour
for as many hours spent by Provider, not to exceed 50 hours. Time reimbursed under
this provision must be documented.
4) Phase IV - Program Rollout and Management
a) Intemazk will work to ensure a smooth transirion to both entities worldng directly with
each other. Intemazk will keep in contact with each enriry to guarautee the strong
parinership is upheld. Notwithstanding the completion date for the Agreement set forth
below, Intemark will have an ongoing requirement to maintain parinership contact
during the term of each sponsorship or pariner agreement and the right to the payments
ouflined in Section 3.A.2 & 3.A3.
SECTION 2. Time For Complerion.
A. The services rendered by Provider shall be commenced upon execution
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of the Agreement and norificafion by the City to proceed and will be completed in accordance with the
schedule mutually agreed upon with the City which follows, but no later than two yeazs from the
effective date of this Agreement.
1) Phase I will be completed within four months from the commencement of the Agreement or
October 31, 2005, whichever is later.
2) Phase II will be completed within seven months from the commencement of the Agreement or
January 31, 2006, whichever is later.
3) Phase III will be completed within ten months from the commencement of the Agreement or
Apri130, 2006, whichever is later.
4) Phase IV will be completed within twenty-four months from the commencement of the
Agreement or May 31, 200"I, whichever is later, except as set forth herein.
B. Provider shall not proceed with any task without specific authorization from the Project
Manager designated by the City. Authorization shall be deemed ganted if no response is
received from the City within ten (10) business days after inquiry by Provider.
C. In the event that there aze delays caused by acrions of the City, which have been brought to the
attention of the City the schedule shall be deemed extended accordingly on a day for day basis
or if reasonably requested by the Provider which can change the completion date, Provider shall
request an extension of rime for complerion of the project. The Project Manager will review the
request and may grant to the Provider such extensions of contract rime as may be reasonable.
SECTION 3. Billings and Payment.
A. That for Frovider's faithful performance of this Agreement, the City hereby agrees to
compensate Provider in the amount(s) and according to the schedule that follows.
1) City will pay Provider a project planning fee of $32.000.00, to be paid in four
installments of $8,000 each. The ini6al installment of $8,000 shall be paid within five
(5) days of the execurion of the Agreement, and the remaining three installments shall
be paid on the first day of each month thereafter.
2) Within thirty (30) days after receipt, City further agrees to pay Provider 9% of the total
revenue support commihnent by a markering parmer obtained through this Agreement
during the first year of the parinership . Revenue shall be defined as either cash or
approved value in kind.
3) Within thirty (30) days after receipt, City will pay Provider 5% of the total revenue
support commihnent by a mazketing partner obtained through this Ageement during
the second and subsequent years of the parinership.
4) Out-of-pocket expenses including copies, shipping courier service, etc. which exceed
$25 per month will be billed to the City using invoices and will comply with the City's
procedures on payment. Out-of-pocket expenses, including travel, shall not exceed
$12,500. All travel must be pre-approved by the Ciry or it will not be reimbursable.
5) A renewal of the sponsor or partner Agreement which is not written into the original
Agreement does not commit the City to payments to the provider during the term of the
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renewal Agreement. For multi-yeaz or add on marketing ageements, Intemark is
enritled to compensation as speeified above. The initial agreement between a sponsor
or pazmer which exceeds one yeaz will be considered a multi-year agreement. Any
renewal term, whether oprional or automaric, written into the initial or multi-yeaz
agreement shall entitle Provider to the payments outlined in 3.A.3 above.
6) If City does not pay Provider any amount owed hereunder by the due date, City will pay
Provider interest at the rnte of 1.5% per month on the unpaid balance.
B. The above amount shall fully compensate Provider for all work and associated costs. The City
will honor no claim for services and/or costs provided by the Provider not specifically provided
for in this Agreement.
C. In the event the Provider fails to comply with any tem�s or conditions of the contract or to
provide in any manner the work or services as agreed to herein, the City reserves the right to
withhold any payment until the City is reasonably sarisfied that conective acrion has been taken
or completed. This option is in addirion to and not in lieu of the City's right to terminarion as
provided in the secrions of this Agreement.
D. Intemazk agrees to refund planning fees of up to $32,000 in full if no revenue is generated
during the term of the Agreement.
SECTION 4. Project Management.
A. The City requires the Provider to assign specific individuals as principal proj ect members and
to assure that the major work and coordination will remain the responsibility of these
individuals during the term of the Agreement. Removal of any principal project member
without replacement by equally qualified individuals ar without the prior cvritten approval of the
City is grounds for terminafion of the Agreement by the City. Provider's principal project
members aze:
B. The City has designated Bob Bierscheid as the Project Manager for this Agreement, and the
individual to whom all communications pertaining to the Agreement shall be addressed. The
Project Manager shall have the authority to make decisions in connection with the scope of
services provided hereunder, transmit instructions, receive information, and interpret and define
the City's policy and decisions pertinent to the work covered by this Agreement.
SECTION 5: City Responsibilities.
A. The City agrees to provide Frovider with access to any information from City documents, staff,
and other sources needed by Provider to complete the work described herein.
B. The City agrees to timely comply with all of its obligations.
SECTION 6. Work Products, Records, Dissemination of Infornaarion.
A. For puiposes of this Agreement, the following words and phrases shall have the meanings set
forth in this section, except where the context clearly indicates that a different meaning is
intended.
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"Work producY' shall mean any report, recommendarion, paper, presentarion, drawing,
demonstration, or other materials, whether in written, electronic, or other format that results from Provider's
services under this Agreement.
"Suppor[ing documentation" shall mean any surveys, quesrionnaires, notes, reseazch, papers,
analyses, whether in written, electronic, or in other format and other evidences used to generate any and all work
performed and work products generated under this Agreement.
"Business records" shall mean any books, documents, papers, account records and other
evidences, whether written, electronic, or in other forma, belonging to Provider and pertaining to work
performed under tUis Agreement.
B. All deliverable work products and supporting documentarion that result from the Provider's
services under this Agreement shall be delivered to the City and shall become the property of
the City after final payment is made to the Provider with no right, ritle, or interest in said work
products or supporting documentation vesting in Provider.
C. The Provider agrees not to release, transmit, or othercvise disseminate informarion associated
with or generated as a result of the work performed under this Agreement without prior
lrnowledge and written consent of the City.
D. In the event of termination, all documents finished or unfinished, and supporting documentation
prepared by the Provider under this Agreement, shall be delivered to the City by Provider by the
terminarion date and there shall be no further obligarion of the City to Provider except for
payment of amounts due and owing for work performed and expenses incurred to the date and
time of te rminarion.
E. The Provider agees to maintain all business records in such a u�anner as will readily conform to
the terms of this Agreement and to make such materials available at its office at all reasonable
times during this Agreement period and for six (6) years from the date of the final payment
under the contract for audit or inspecrion by the City, the Auditor of the State of Minnesota, or
other duly authorized representarive.
Provider agees to abide strictly by Chapter 13 ,Minnesota Government Data Pracfice Act , and
in particular Minn. Stat.§§ 13.05, subd. 6 and 11; and 13.37, subd. 1(b) and Minn. Stat §§
138.17 and 1517. All of the data created, collected, received, stored, used, maintained, or
disseminated by the 1'rovider in performing functions under this Agreement is subject to the
requirements of the Minnesota Government Data Practices Act and Provider must comply with
those requirements as if it were a governmental enrity. The remedies in Minn. Stat. § apply to
the Provider. If any provision of this Agreement is in conflict with the Minnesota Government
Data Practices Act or other Minnesota state laws, state law shall control.
SECTION 7. Equal Opportunity Employment.
A. Provider will not discriminate against any employee or applicant for employment for work
under this Agreement because of race, creed, religion, color, sex, sexual or affecrional
orientation, narional origin, ancestry, familial status, age, disability, marital status, or status with
regard to public assistance and will take affinnarive steps to ensure that applicants aze employed
and employees ue treated during employment without regard to the same.
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This provision shall include, but not be limited to the following: employment, upgading,
demotion, or transfer; recruihnent advertising, layoff or teinunarion; rates of pay or their forms
of compensarion; and seleclion for trauring including apprenriceship.
SECTION 8. Compliance With Applicable Law.
A. Provider agrees to comply with all federal, state, and local laws or ordinances, and all applicable
rules, regulations, and standards established by any agency of such govemmental units, which
are now or hereafter promulgated insofaz as they relate to the Provider's performance of the
provisions of this Agreement. It shall be the obligarion of the Provider to apply for, pay for, and
obtain all permits and/or licenses required.
SECTION 9. Conflict of Interest.
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C.
A. Provider agrees that it will not contract for or accept employment for the performance of any
work or services with any individual, business, corporarion, or government unit that would
create a conflict of interest in the performance of its obligarions pursuant to this Agreement with
the City.
Provider's acceptance of this Agreement indicates compliance with Chapter 24.03 of the Saint
Paul Adminisirative Code: "Except as pernutted by law, no City official or employee shall be a
parry to or ha�e a direct financial interest in any sale, lease, or contract with the City."
Provider agees that, should any conflict or potential conflict of interest become laiown,
Provider will advise the City of the situation so that a detemunation can be made about
Provider's ability to continue perfornung services under the Agreement.
SECTION 10. Insurance.
A. Provider shall be required to carry insurance of the kind and in the amounts shown below for
the life of the contract. Insurance certificates should state that the City of Saint Paul, its
employees and officials are Additional Insureds. A cross suits endorsement shall be provided to
the benefit of the Ciry.
1. Public Liabiliry Insurance
a) Bodily Injury
b) Property Damage
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each accident
$2,000,000 ag�egate
c) Policy must include an"all services, products, or completed transactions"
endorsement.
2. Automobile Insurance
a) Bodily Injury $ 750,000 per person
$1,000,000 peraccident
b) Property damage not less than $50,000 per accident
3. Worker's Compensation and Employer's Liability
a) Worker's Compensarion per Minnesota Statute
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b) Employer's Liability shall have minimum limits of �500,000 per accident;
$500,000 per employee; $SOQ,Q00 per disease policy limit.
c) Con�actors (Providers) with 10 or fewer employees who do not have Worker's
Compensalion coverage aze required to provide the City with a letter verifying their
numbez of employees.
4. Professional Liability Insurance
a) $1,000,000 per occurrence
b) $2,000,000 aggregate
5. General Insurance Requirements
a) The policy is to be written on an occurrence basis or as acceptable to the Ciry.
Certificate of insurance must indicate if the policy is issued on a claims-made or
occurrence basis. All certificates of insurance shall provide that the City's Division
of Contract and Analysis Services be given not less than thirry (30) days prior
written notice of cancellarion, non-renewal or any material changes in the policy;
including, but not limited to, coverage amounts. Agent must state on the certificate
if policy includes errors and omissions coverage.
b) The Provider shall not commence work until a Certificate of Insurance
covering all of the insurance required for tlus project is approved and the project
manager has issued a notice to proceed. Insurance must remain in place for the
durafion of the original contract and any extension periods.
c) The City reserves the right to review Contractor's Provider's insurance policies at
any time to verify that City requirements haue been met.
d) Satisfacrion of policy and endorsement requirements for General Liability and Auto
Insurance, of "each occurrence" and "aggregate" limits, can be met with an
umbrella or excess policy with the same minimum monetary limits written on an
occurrence basis, providing it is written by the same insurance carrier.
SECTION 11. Independent Contractor.
A. It is agreed by the parties that, at all rimes and for all purposes within the scope of the
Agreement, the relafionship 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 the City, and Provider shall be enritled to none of the rights,
privileges, or benefits of Saint Paul employees.
SECTION 12. Subcontracting.
A. The Provider agrees not to enter into any subcontracts for any of the work contemplated under
this Agreement without obtaining prior written approval of the City.
SECTION 13. Hold Harmless.
A. The Provider shall indemnify, save and hold harmless, protect, and defend the City, its officers,
agents, and employees from all claixns, actions or suits of any character brought for or on
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account of any claimed or alleged injuries or damages received by any person or property,
including the City, resulting from any act or oxnission by any person employed by Provider in
carrying out the terms of this Agreement.
SECTION 14. Assignment.
A. The City and the Provider each binds itself and its successors, legal representarives, and assigns
of such other party, with respect to all covenants of this Agreement; and neither the City nor the
Provider will assign or hansfer their interest in this Agreement without the written consent of
the other.
SECTION 15. Tern�inarion.
A. This Agreement will continue in full force and effect until complerion of the proj ect as
described herein unless either parry temunates it at an eazlier date.
B. With Cause. The City reserves the right to terminate this Agreement if the Provider violates any
of the teixns or does not fulfill, in a timely and proper mamier, its obligarions under this
Agreement as detemzined by the City. In the event that the City exercises its right to withhold
payment or ternunate under this Section, it shall submit written notice to the Provider,
specifying the extent of such withholding or termination under this Secrion, the reasons
therefore, and the date upon which such withholding or termination becomes effecrive. Upon
receipt of such norice, the Provider shall take all actions necessary to disconrinue further
commitments of funds to the extent that they relate to the tern�ivated portions of this
Ageement.
C. In the event of terminarion, the City will pay Provider for all services rendered up to the receipt
of the notice of tern�ination and thereafter unril the date of temunarion. The Provider will
deliver all work products and supporting documentarion developed up to the rime of ternunarion
prior to the City rendering final payxnent for service.
SECTION 16: Default by Contractor.
A. In the event Provider fails or neglects to comply with any term or condifion of this Agreement
or to provide the services stated herein, City shall have the right, after written norice, to cease
payment hereunder. This remedy shall be in addirion to any other remedies, including
ternunation, available to the Caty in law or equiry. The City shall be entitled to recover
reasonable attomey's fees and costs of collecrion associated with enforcing its rights hereunder.
SECTION 17. 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 compensarion must be authorized in writing in
advance by the City and in turn by the CiTy of Minneapolis.
B. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement sha11 be
valid only when reduced to writing and duly signed by the parties.
C. Modificarions or additional schedules shall not be construed to adversely affect vested rights or
causes of acrion which have accrued priar to the effective date of such amendment,
modificarion, or supplement. The term "this AgreemenY' as used herein shall be deemed to
include any future amendments, modificarions, and addirional schedules made in accordance
herewith.
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SECTION 18. Norices.
A. Bxcept as otherwise stated in this Agreement, any notice or demand to be given under this
Agreement shall be delivered in person or deposited in United States Certified Mail, Retum
Receipt Requested. Any norices or other communicalions shall be addressed as follows:
To City: To Provider:
Bob Bierscheid
300 City Aall Annex
25 East Fourth Street
Saint Paul, NIlV 55102
SECTION 19. Waiver.
Jill Woxland
Intemark, Tnc.
2 Meridian Crossings, Suite 120
Minneapolis, MN 55423
A. Any fault of a parry to assert any right under this Agreement shall not consritute a waiver or a
termination of that right, this Agreement, or any of this AgeemenYs provisions.
SECTION 20. Survival of Obligations.
A. The respective obligations of the City and Provider under these terms and conditions, which by
their nature would continue beyond the ternunation, cancellarion, or expirarion hereof, shall
survive termination, eancellation or �piration hereof.
B. If a court or governmental agency with proper jurisdicrion determines that this Aa eement, or a
provision herein is unlawful, this Agreement or that provision, shall terminate. If a provision is
so tenninated but the parties legally, commercially, and pracricably can conrinue this
Ageement without the ternunated provision, the remainder of this Agreement shall continue in
effect.
SECTION 21. Interpretarion of Agreement, Venue.
A. This Agreement shall be interpreted and construed according to the laws of the State of
Minnesota. Alllitigation related to this Agreement shall be venued in the District Court of the
County of Ramsey, Second Judicial District, State of Minnesota.
SECTION 22. Force Majeure.
A. Neither the City nor the Provider shall be held responsible for performance if its performance is
prevented by acts or events beyond the parry's reasonable control, including, but not limited to:
severe weather 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 legislative, judicial, executive, or administrative authoriries. If
a force majeure event occurs, the schedule shall be extended far the same period of rime as the
force majeure exists.
SECTION 23. Entire Agreement.
A. It is understood and agreed that this enrire Agreement supersedes all oral agreements and
negoriarions between the parties relating to the subject matters herein.
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IN WITNESS WFIEREOF, the parties hereto are authorized signatories and haue executed this
Agreement, the day and year first above written.
For the City of Saint Paul: For Intemark, Inc.:
Mayors Office
By
Its
Director, Parks and Recreation
Director, Office of Financial Services
Approved as to form:
Assistant City Attorney
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