05-739Council File # �-�13�
Green Sheet # 3027543
RESOLUTION Z�
CITY OF SAINT PAUL, MINNESOTA
Presente
d by
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z Wf�REAS, the Division of Parks and Recreation issued a Request for Proposal for an automated
s reb strarion system, in order to allow electronic management for recrearion center activity and pro�am
4 registrations, automated collection of facility use data, and future Internet registration for activities by
s customers, and
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� WHEREAS, the Division of Parks and Recreation, based upon its review of all of the proposals
a received, wishes to enter into an agreement with Reserve Master to provide this service; and
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i o WHEREAS, by managing registrations electronically, various customer service improvements are
i i anticipated including the ability to facilitate credit card payments, creation of an on-line activity catalog,
i2 and increased responsiveness to registrarion requests; now therefore, be it
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i4 RESOLVBD, that proper City officials and staff are hereby directed and authorized to enter into the
is attached agreement with Reserve Master for the automated registration services.
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Adopted by Date:
Council: j , J�
Adoption Certified by Co cil Secretary
By
Mayor:
Requested by Department
'i?!�7l�iL�. A, . � b!.�
\�, _ _
by City_At orn y
� Green Sheet Green Sheet
Green Sheet Green Sheet Green Sheet Green Sheet �
M '1'Zq
DepartmeMloffieekouncil: Date Initiated: v � � V �
PR �*��dRecreafion 01-AUG-05 Green Sheet NO: 3027543
CoMact Person 8 Phone• �euartment Sent To Person Initial/Date
Mike Hahm � 0 ar and Recreati n �
s �`� A55ign I arksandRetreation D arimentDirector '�
Must Be on Council Agenda by (Date): Number 2 - Aftoro
For
RoUting 3 or•s OtSce Ma oHAssistant
�fdP.f 4 UOC1�
5 ' Clerk CS Clerk
Total # of Signature Pages _(Clip All Locations for Signature)
Action Requested:
Signatures of Deparhnent Director, City Attorney, Mayor's Office, and City Council on attached resolution.
Recommendations: Approve (A) or Reject (R): Personal Service Corrtracts Must Mswer the Following Questions:
Planning Commission 1. Has this persoNfirm 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: Dces this personffirm passess a skill not normally possessed by any
current city employee?
Yes No
Explain all yes answers on separete sheet and attach to green sheet
Initiating Problem, Issues, OppoRunity (Who, What, When, Where, Why):
Pazks and Recreation wishes to enter into an agreement with Reserve Master to establish an automated registrarion system for
recreation center progaws and activities.
AdvanWges If Approved:
Pazks and Recreation's recreation centers will have automated registration systems, allowing increased customer service and availability
of services on line.
Disadvantastes If Approved:
None
F ---___ „.. ,--- - -- - ... _-�-�
DisadvanWges If Not Approved:
Pazks and Recreation s recreation centers will not have an automated regisuation system �( �{gg��((;�1 �Bt1�2f
AUG 0 2 2005
Total Amount of
Transaction: 16000 CostlRevenue Budgeted: y
Funains� source: Recreation Programminc /�ctiviriNumber: 03160 (23181-23186)
Financial Information: Following the establishment of the system, the basic service will cost $3,075/per month for unlimited use.
(Explain) .
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Agreement #
Between the City of Saint Paul and
ReserveMaster Corporarion
THIS AGREEMENT, made and entered into this l day of August, 2005, by and
between the City of Saint Paul, Minnesota, a municipal corporation under the laws of the State of
Minnesota, hereinafter refened to as"City," and ReserveMaster Corporation, whose address is
12450 Wayzata Blvd, #224, Minnetonka, MN 55305, hereinafter referred to as "Provider".
The City and Provider, in consideration of the mutual terms and condirions, promises,
covenants, and payments hereinafter set forth, agree as foilows:
SECTION 1. Scope of Services.
A. Provider agrees to provide the online recrearion scheduling and management system
as described in its proposal dated Apri16, 2005, which is attached and incorporated herein. The
specific tasks, deliverables, time lines, etc. that make up these services are :
Provider hereby grants the City rights to use its online ReserveMaster
Recrearion Management System (RMS) 2.0 ('the System") for the term of this
Agreement. The System will allow the public to sign up for City sponsared classes
and other activities; and to check the availability of or reserve facilities online via the
Internet. Provider will make the System available at all times (24 hours/day; 7 days per
week; 365 days per year).
The rights shall be for an unlimited number of users and an unlimited number of
reservations booked by the City or customers online.
Implementation of the System will occur as follows:
a. Phase I- Acrivitv/Pro¢ram Reastrarion
• Provider shall develop the functionality for and bring online the capability to
do activity/program registration and create reports based on registration as a
first priority. The City shall determine the specific programs and activities to
be implemented, as well as the sequencing of the implementation.
• Provider shall implement an Internet-based database to track daily
participation at Recrearion Centers (Nightly Check-Out Feature).
• Provider shall implement a web interface to a11ow the public to register for
programs online (online catalog).
b. Phase 2- Facility Reservation and Schedulins
• Provider shall develop the functionality for and bring online the capability to
manage facility reservations and to create reports based on reservations. As
a first step, Provider will work with designated City representatives to pilot
test the System for one recreation facility to be determined by the City. Such
pilot test will be commenced upon execution of the Agreement and will be
available for use by the public no later than October 31, 2005.
• Provider shall work with the City to expand the use of the Facility
Reservation and Scheduling functionality to additional facilities in
accordance with a schedule mutually agreed upon between Provider and the
City.
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c. Phase 3- Field Reservations and Schedulin¢
Provider shall develop the functionality for and bring online the capability to do
field registrafion by a date mutually agreed upon by the Provider and the City.
The City shall deternune the specific programs and activities to be unplemented,
as well as the sequencing of the implementarion.
3. Provider shall provide training to designated City functional and technical staff for
each of the above phases of System Implementation. The training model will use a
train-the-trainer approach. Staff selected by the City will be trained in a classroom
setting and will be trained on the entire System. These staff will become experts
who, along with the Provider, will train the Recreation Center directors. The Provider
will conduct sufficient training to ensure that staff experts aze able to train additional
staff. After training, the City will have access to a training site (training System),
where the City will be allowed to test what they have leamed. Staff needing
addi6onal training on System administrarion or financial transactions will receive
addirional training by Provider. As addirional features are added to the System, the
Provider will conduct additional group training sessions.
4. Provider shall provide technical support and ongoing maintenance for the System
during the term of this Agreement.
a. Ongoing maintenance shail consist of System upgrades, enhancements, and training
on these additions. The City has a right to take advantage of all additional system
functionality as it becomes available for the term of this agreement.
b. Technical support sha11 be available during normal business hours of 8:00 a.m. to
6:00 p.m. for City staff and is accessible via phone or email. Emergency support is
available at a11 times.
a System Uptime — Hosting facilities and systems are monitored 24 hours a day by a
live person on-site. The system is available 24 hours a day, seven days a week.
SECTION 2. Term.
A. The services rendered by Provider shall be commenced upon execution
of the Agreement and shall conrinue for a period of three years from that date. All prices set
forth herein shall be guaranteed by Provider for the term of the ageement.
B. This Agreement may be renewed for two additional one-year periods for the same
terms and conditions upon mutual agreement of the parties.
C. In the event that there are delays caused by actions of the City or which may be
reasonably requested by the Provider which can change the completion date, Provider shall
request an extension of time for completion of the project. The Project Manager will review the
request and may grant to the Provider such extensions of contract time as may be reasonable.
SECTION 3. Billings and Payment.
A. That for Provider's faithful performanee of this Agreement, the City hereby agrees to
compensate Provider as follows.
Phase 1 Acrivity Program Registration
1. Ixnplementation of the System $8,900
� Conduct needs assessment
• Develop implementarion plan
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• Develop the System and reports for the City
• Conduct system test
• Make system available to the City for testing
• Acceptance
■ Go Live within the City
■ Go Live to the public
2. Implementation of the Nightly Check-Out Feature
- Addition of dynamic filtering capability (oprional)
- Addition of enhanced editing capabiliry (optional)
3. Implementation of the Online Catalog
4. Docuxnentarion and training
■ Conduct classroom training to staff experts
• Conduct enhanced training to administrators/finance
Conduct ongoing training on enhancements
5. Technical Support, Hosting and Maintenance
Phase 2- Facilitv Reservarion and Schedulin�
1. System Installation
■ Conduct needs assessment
■ Develop implementation plan
• Develop the System and reports for the City
• Conduct system test
• Make system auailable to the City for tesring
• Acceptance
■ Go Live within the City
• Go Live to the public
2. Documentation and training
• Conduct classroom training to staff experts
■ Conduct enhanced training to administrators/finance
Conduct ongoing training on enhancements
3. Technical Support, Hosting and Maintenance
Phase 3- Field Reservation and Schedulin�
1. System Installation
• Conduct needs assessment
• Develop implementation plan
• Develop the System and reports for the City
• Conduct system test
■ Make system available to the City for testing
• Acceptance
� Go Live within the City
• Go Live to the public
$2,500
$600
$200
$2450
$1,000
$ 3,075 per month
$3,500
$ 500
$1,250 per month
$2,500
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2. Documentarion and Training
• Conduct classroom training to stafF experts
■ Conduct enhanced training to administrators/finance
• Conduct ongoing training on enhancements
3. Technical Support, Hosting, and Maintenance
Additional System operational stafftraining
Additional system programining beyond base pricing
$ 400
$ 750 per month
$ 90 per hour
$ 100 per hour
B. Pavment Schedule. Provider may invoice the City for services provided as follows:
1. One third of the implementation fees for each of the following modules upon the
completion of the first development meeting for each:
a. Activity Program Registrarion
b. Nightly Check-Out Feature
c. Online Catalog
d. Facility Reservation and Scheduling
e. Field Reservation and Scheduling
2. One third of the total implementation fees for each of the above after each module is
placed in the testing environment, awaiting the City's approval to go into production.
3. One third of the total implementation fees after acceptance by the City and the module
is moved into production.
4. 100% of the training fee upon the complerion of the training for each module
referenced in B 1 above.
5. Technical Support, Hosting and Maintenance - The City shall begin paying the
monthly fee at the time of substantial completion of the implementation o£ each of the
modules referenced in Bl above.
The above amounts 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. Provider shall submit itemized invoices monthly. Upon receipt of the invoice and
verification of the charges by the Project Manager, the City shall make payment to Provider
within thirty (30) days.
D. In the event the Provider fails to comply with any terms 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 sarisfied that corrective action has been taken or
completed. This option is in addition to and not in lieu of the City's right to termination as
provided in the sections of this Agreement.
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SECTION 4. Project Management
A. The City requires the Provider to assign specific individuals as principal project
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 or without the prior written approval of the
City is grounds for ternunarion of the Agreement by the City. Provider's principal project
members aze:
Jay Adams
Michael Hsu
B. The City has designated Rebecca Stenberg, Management Assistant II, as the Project
Manager for this Agreement, and the individual to whom all communicarions pertaining to the
Agreement shall be addressed. The Project Manager shall have the authority to transmit
instructions, receive informarion, and interpret and define the City's policy and decisions
pertinent to the work wvered by this Agreement.
SECTION 5: City Responsibilities.
A. The City shall be responsible for the following far Phases l, 2 and 3:
1. Collect informaUon on City financial systems, acfivity organization, and reporting
requirements and communicate this to the Provider's project manager;
2. Work with the Provider's project manager to prioritize implementation of the System;
3. And, coordinate training with Provider and City staff.
B. Online Merchant Account.
Upon execution of this Agreement, the City agrees to have an Online Merchant Account
in place.
SECTION 6. Provider Responsibilifies and Warranties.
A. Licenses.
1. Provider represents and warrants that it owns or has obtained all necessary licenses for
the operation of the ReserveMaster Recreation Management System.
2. Provider hereby grants to the City and the City hereby accepts, subject to and upon the
terms and conditions set forth herein, a non-exclusive, non-transferable, and non-assignable
license for the Term to use by the City for the purpose set out in this Agreement and for no other
purpose.
3. Provider agrees at all times to comply with the Payment Card Industry (PCn Data
Security Standards and to cooperate fully with any periodic compliance audits that may be
required. In the event that any penalties are assigned to the City as a result of Provider's failure
to comply with the PCI Standazds, Provider shall beaz the full cost and responsibility for paying
such penalties.
SECTION 7. System Implementation and Acceptance Teshng.
A. The Provider will make a test System available to the City by communicating a URL,
usernames, and passwords. Addifional func6onality and/or changes to the test site will be
idenrified by the City during this period and the City and Provider will agee upon what changes
are within the scope of the project and what changes will be made. At the time when the City is
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able to access a live System, and when at least the fust round of training with staff experts has
occurred, the City will commence with a seven-day acceptance testing period. "Substantial
complefion" of each module has occurred when a module has been accepted in writing by the
City and is being used by all of the recreation centers. ff the City wishes to delay the use of a
module at certain recreation centers but has accepted the module as complete, then the module
shall be considered substanrially complete.
SECTION S. Work Products, Records, Dissemination of Information.
A. For purposes 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.
"Work product" shall mean any report, recommendation, paper, presentation, drawing,
demonstrarion, or other materials, whether in written, electronic, or other format that results from
Provider's services under this Agreement.
"Supporting documentation " shall mean any surveys, questionnaires, notes, reseazch,
papers, analyses, whether in written, electronic, or in other format and other evidences used to
generate any and a11 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 this Agreement.
B. All deliverable work products and supporting documentation that result from the 's
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, title, or interest in
said work products or supporting documentarion vesting in Provider.
C. The Provider agrees not to release, iransmit, or otherwise disseminate information
associated with or generated as a result of the work performed under this Agreement without
prior knowledge 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 termination date and there shall be no fiirther 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 termination.
E. The Provider agrees to maintain all business records in such a manner 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 inspection by the City, the Auditor of the State of
Minnesota, or other duly authorized representative.
F. Provider agrees to abide strictly by Chapter 13 ,Minnesota Governxnent Data Practice
Act , and in particular Minn. Stat.§§ 13.05, subd. 6 and 11; and 1337, subd. 1(b) and Minn. Stat
§§ 138.17 and 15.17. All ofthe data created, wllected, received, stored, used, maintained, or
disseminated by the Provider in performing functions under this Agreement is subject to the
requirements of the Minnesota Govemment Data Practices Act and Provider must comply with
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those requirements as if it were a governmental entity. The remedies in Minn. Stat. § apply to
the Provider. If any provision of this Agreement is in conflict with the Minnesota Goveminent
Data Practices Act or other Minnesota state laws, state law shall control.
SECTION 9. Warranties, Ownership and Use .
A. The City and Provider acknowledge and agree that the ReserveMaster softwaze ("the
Software") is the property of Provider and that this Agreement constitutes a license to use the
Software during the term of this Agreement. Upon the expiration or termination of this
Agreement, all right, title and interest in the Software shall remain with Provider. The City and
Provider also acknowledge and agree that all information provided to Provider by the City or
users of the Software is the property of the City. Provider represents and warrants that it owns
and is authorized to use the Soflware.
B. Ownership of Data.
The parties acknowledge and agree that all information submitted to Provider by City or
System users is the property of the City. Further, Provider acknowledges and agrees that the
user data is "Social Recreation Data" which is properly classified as private data under the
Minnesota Govenunent Data Pracfices Act and, as such, cannot lawfully be released or disclosed
to any person or entity other than the staff of the Provider and City who have a need to know
such data.
SECTION 10. Equal Opportunity Employment.
A. will not discriminate against any employee or applicant for employment for wark
under this Agreement because of race, creed, religion, color, sex, sexual or affectional
orientation, narional origin, ancestry, familial status, age, disability, marital status, or status with
regard to public assistance and will take affirmative steps to ensure that applicants are employed
and employees are treated during employment without regard to the same.
This provision shall include, but not be limited to the following: employrnent, upgrading,
demorion, ar transfer; recruitment advertising, layoff or termination; rates of pay or their forms
of compensation; and selection for training, including apprenriceship.
SECTION 11. Compliance With Applicable Law.
A. Provider agrees to comply with all federal, state, and local laws or ordinances, and all
applicable rules, regulations, and standazds established by any agency of such governmental
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 obligation of the Provider to
apply for, pay for, and obtain all permits and/or licenses required.
SECTION 12. Conflict of Interest.
A. Provider agrees that it will not contract for or accept employment for the performance
of any work or services with any individual, business, corporation, or govemment unit that
would create a conflict of interest in the performance of its obligations pursuant to this
Agreement with the City.
B. Provider's acceptance of this Agreement indicates compliance with Chapter 24.03 of
the Saint Paul Adiniuistrative Code: "Except as permitted by law, no City officiai or employee
shall be a party to or have a direct financial interest in any sale, lease, or contract with the City."
C. Provider agrees that, should any conflict or potential conflict of interest become
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known, Provider will advise the Purchasing Systems Manager of the situation so that a
determinafion can be made about 's Provider's ability to continue performing services under the
Agreement.
SECTION 13. Insurance.
A. Provider sha11 be required to cazry insurance of the kind and in the amounts shown
below for the life of the contract. Insurance certificates shouid state that the City of Saint Paul,
its employees and officials aze Addirional Insureds. A cross suits endorsement shall be provided
to the benefit of the City.
l. General or Business Liabilitv Insurance
a) Bodily Injury $1,000,000
$2,000,000
each occurrence
aggregate
b) Property Damage $1,000,000 each accident
$2,000,000 aggregate
c) Policy must include an"a11 services, products, or completed transactions"
endorsement.
2. Automobile Insurance
a) Bodily Injury $ 75Q000 per person
$1,000,000 peraccident
b) Property damage not less than $50,000 per accident
Worker's Compensation and Emplover's Liability
a) Worker's Compensation per Minnesota Statute
b) Employer's Liability shall have minimum limits of $500,000 per accident;
$500,000 per employee; $500,000 per disease policy limit.
c) Contractors (Providers) with 10 or fewer employees who do not have Worker's
Compensation coverage are required to provide the City with a letter verifying their
number of employees.
4. Professional Liabilitv 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 City.
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 thirty (30) days priar
written notice of cancellafion, 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 unril a Certificate of Insurance
covering a11 of the insurance required for this project is approved and the project
manager has issued a notice to proceed. Insurance must remain in place for the
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durafion of the originai contract and any extension periods.
c) The City reserves the right to review Contractor's Pxovider's insurance policies at
any tune to verify that City requirements have been met.
d) Nothing shall preclude the City from requiring Contractor Provider to purchase
and Provide evidence of additional insurance.
e) Satisfaction of policy and endorsement requirements for General Liability and Auto
Insurance, of "each occurrence" and "aggregate" lnnits, 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 14. Independent Contractor.
A. It is agreed by the parties that, at all times 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 entitled to none of the rights, privileges,
or benefits of Saint Paul employees.
SECTION 15. 5ubcontracting.
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 16. Hold Harmless.
A. The Provider shall indemnify, saue and hold harmless, protect, and defend the City,
its officers, agents, and employees from all claims, acrions or suits of any character brought for
or on account of any claimed or alleged injuries or damages received by any person or property,
including the City, resulting from any act or omission by any person employed by Provider in
carrying out the terms of this Agreement.
SECTION 17. Assignment.
A. The City and the Provider each binds itself and its successors, legal representatives,
and assigns of such other party, with respect to all covenants of this Agreement; and neither the
City nor the Provider will assign or transfer their interest in this Agreement without the written
consent of the other.
SECTION 18. Termination.
A. This Agreement will continue in full force and efFect until completion of the project as
described herein unless either party terxninates it at an earlier date. Either party to this Agreement
may terminate it by giving no less than thirty (30) days written notice of the intent to terminate to
the other party.
B. Witl� Cause. The City reserves the right to terminate this Agreement if the Provider
violates any of the terms or does not fulfill, in a timely and proper manner, its obligafions under
this Agreement as determined by the City. In the event that the City exercises its right to
withhold payment or terminate under this Section, it shall submit written notice to the Provider,
specifying the extent of such withholding or ternuna6on under this Secrion, the reasons
therefore, and the date upon which such withholding or termination becomes effective. Upon
receipt of such notice, the Provider shall take all actions necessary to discontinue further
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commihnents of funds to the extent that they relate to the terminated portions of this Agreement.
C. In the event of ternunafion, the City will pay Provider for all services actually, tunely,
and faithfully rendered up to the receipt of the notice of termination and thereafter until the date
of termination. The Provider will deliver all work products and supporting documentation
developed up to the time of tennination prior to ttte City rendering final payment for service.
SECTION 19: Default by Provider.
A. In the event Provider fails or neglects to comply with any term or condition of this
Agreement or to provide the services stated herein, City shall have the right, after written notice,
to cease payment hereunder. This remedy shall be in addition to any other remedies, including
terminarion, available to the City in law or equity. The City shall be entitled to recover
reasonable attomey's fees and costs of collection associated with enforcing its rights hereunder.
SECTION 20. Amendment or Changes to Agreement.
A. City or Provider may request changes that would increase, decrease, or otherwise
modify the Scope of Services. Such changes and method of compensation must be authorized in
wrifing in advance by the City.
B. Any alterarions, amendments, delerions, or waivers of the provisions of this
Agreement shall be valid only when reduced to writing and duly signed by the parties.
C. Modificafions or additional schedules shall not be construed to adversely affect vested
rights or causes of action which have accrued prior to the effective date of such amendment,
modification, ar supplement. The term "this AgreemenY' as used herein shall be deemed to
include any future amendments, modifications, and additional schedules made in accordance
herewith.
SECTION 21. Notices.
A. Except as otherwise stated in this Agreement, any norice or demand to be given under
this Agreement sha11 be delivered in person or deposited in United States Certified Mail, Rehun
Receipt Requested. Any norices or other communications shall be addressed as follows:
To City: To Provider:
Rebecca Stenberg Jay Adams or Michael Hsu
Saint Paul Pazks and Recreation ReserveMaster
25 W. 4�' Street, #300 12450 Wayzata Blvd, #224
Saint Paul, MN 55102 Minnetonka, MN 55305
SECTION 22. Waiver.
A. Any fault of a party to assert any right under this Agreement shall not constitute a
waiver or a terminafion of that right, this Agreement, or any of this Agreement's provisions.
SECTION 23. 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 termination, cancellation, or expiration hereof,
shall survive termination, cancellation or expiration hereof.
B. If a court or govemmental agency with proper jurisdiction determines that this
Agreement, or a provision herein is unlawful, this Agreement or that provision, shall terminate.
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If a provision is so tenninated but the parties legally, commercially, and practicably can continue
this Agreement without the terminated provision, the remainder of this Agreement shall continue
in effect.
SECTION 24. Interpretation of Agreement, Venue.
A. This Agreement shall be interpreted and construed according to the laws of the State
of Minnesota. All litigation related to this Agreement shall be venued in the District Court of the
County of Ramsey, Second Judicial District, State of Minnesota.
SECTION 25. Force Majeure.
A. Neither the City nor the Provider shall be held responsible for performance if its
performance is prevented by acts or events beyond the party's reasonable control, including, but
not limited to: severe weather and storms, earthquake ar other natural occurrences, strikes and
other labor unrest, power failures, electrical power surges or current fluctuations, nuclear or other
civil military emergencies, or acts of legislative, judicial, execurive, or administrarive authorities.
SECTION 26. Entire Agreement.
A. It is understood and agreed that this enfire Agreement supersedes all oral agreements
and negotiations between the parties relaring to the subject matters herein.
IN WITNESS WHEREOF, the parties hereto are authorized signatories and have
executed this Agreement, the day and year first above written.
For the City of Saint Paul:
Approved as to form:
Assistant City Attorney
Executed:
Mayor or Designee
Director, Office of Financial Services
For :
By
Its
By
Its
TaspayerID:
Tyrone Terrill, Director
Department of Human Rights
Deparhnent Director Signature
Contract reviewed by CAS -LJC
Funding:
Activity # and Acrivity Manager Signature
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