07-28Council File # � - a
Green Sheet # �y.`.3 �'j¢
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RESOLUTION
Presented by
OF SAINT PAUL, MINNESOTA
�l
WIIEREAS, the City of Saint Paul, Minnesota has been selected as the primazy event site for the 2008 Republican
National Convention (the "Convenrion"); and
WHEREAS, the Saint Pau12008 Aost Committee, Inc., a Minnesota non-profit corponrion (the "Host Committee"), is
responsible for arranging and providing for many events and acrivities related to the Convenrion, including the procurement of
certain Convention-related services to be provided by the City of Saint Paul, Minnesota, a municipal corporation (the "City");
and
WHEREAS, the Host Committee and the City have agreed to enter into that certain City Service Agreement For The
2008 Republican Narional Convention (the "AgeemenP'), a copy of which is attached hereto and marked as Attachment A.
NOW, THEREFORE, BE IT RESOLVED, that the City of Saint Paul City Council hereby approves the Ageement in
substanrially the form submitted, and that all required City signatories as set forth in the City's Administrarive Code are hereby
authorized and d'uected to execute the Agreement on behalf of the Ciry. The City's Marketing Director (the "D'uector") is
hereby authorized to negotiate and agree to any amendments, deletions or revisions to the Agreement which do not adversely or
materially change the rights or obligarions of the City under the Agreement provided that such amendments are acceptable in
form and substance to the Saint Paul City Attomey and is fivther d'uected and authorized to take all acrions necessary to
unplement tlus Resolution.
Requested by Department of:
(',P � l f'�� D`/�. �r ¢(A7Y///1!f/�/ (l G'�! vri S
By:
Adopted by Council: Date �—� �` ��
Bdoprion �edby unc; Secre � �
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Approved b r ate /— 'i —
By: �-ls�✓L�
Form Approved by Ciry Atj� y
By: � �i� /
Form Approved Mayo • for Submi ion to Council
By: �
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
TE — Technology and Management Serv
Contact Person & Phone:
Luae Passus
266-6770
Must Be on Council Agen
10-JAN-07
Doc. Type: RESOLUTION
E-Document Required: N
Document CoMact
Contact Phone:
a�- a�
Date Initiated:
02-JAN-07 Green Sheet NO: 3035814
� 0
Assign 1
Number Z
For
Routing 3
Order 4
5
Topl # of Signature Pages _(Clip All locations for Signature)
echuol mmd Mana emeut Se
1
a or's OfSce Ma or/ASSisiant
onnca
i Clerk Citv Clerk
City Council Approval of Con[ract betv✓een the City of Saint Paul and the Minneapolis Saint Paul Host Committee. S,ee Exhibit A.
Planning Commission 1. Has this person/firm ever worked under a contract for this department?
CIB Committee Yes No
Civ7 Service Commission 2. Has this person/frm ever been a city employee?
Yes No
3. Does this personffirtn possess a skill not normally possessed by any
current city employee?
Yes No
Explain all yes answers on separaM sheet and attach to green sheet
.. � � Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
� I As the host for the 2008 Republican National Convention, the City needs to enter into a contract with the Minneapolis Saint Paul Host
Committee to provide services and to ensure a successful convenrion that will reflect positively on the City. �
AdvanWges If Approved:
DisadvanWges If Approved:
Disadvanqges If Not Approved:
• Transaction: $�
Funding Source: N�,q
Financial Information:
(Explain)
RECEIV�D
JAN 0 3 2007
MAYOR'S
t
January 2, 2007 12:14 PM
>
CosURevenue Budgeted:
Activity Number: �.J/A
Page 1
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CITY SERVICE AGREEMENT
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THE 2008 REPUBLICAN NATIONAL CONVENTION
TAIS CITY SERVICE AGREEMENT made effecrive upon the date of signing
by all the signatories hereto (the "Effective Date"), by and between the CITY OF
SAINT PAUL, MINNESOTA, a municipal coxporation with its principal offices located
at City Hall, Saint Paul, Minnesota 55102 (the "City") and MINNEAPOLIS SAINT
PAiJL 2008 HOST COMMITTEE, INC., a non-profit corporation organized under the
laws of the State of Minnesota with its principal offices located at 225 South Sixth Street,
Suite 3500, Minneapolis, MN 55402 (the "Host Committee").
WITNESSETH:
WHEREAS, the Republican National Committee (the "RNC") desires that the
City serve as the site for the 2008 Republican National Convention (the "Convention");
and
WIIEREAS, the Host Committee desires that the City serve as the site for the
Convention and in connection therewith the Host Committee desires to provide or cause
to be provided certain facilities, goods, equipment, and services, and to undertake certain
obiigations, all on the terms and conditions set forth in that certain Site Agreement for the
2008 Republican National Convenrion (the "Site Agreement") by and among the Host
Committee, the RNC, and the Committee on Arrangements for the 2008 Republican
National Convention (the "COA"); and
WHEREAS, the Host Committee has obtained the support of the City, the City of
Minneapolis, Minnesota, a municipal corporation and the State of Minnesota, to support
the Aost Committee and the City in serving as the host for the Convention; and
WHEREAS, the City's Mayor and City Council have acirnowledged that the
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Convention will be beneficial to improvement and expansion of the City's economy, and
WHEREAS, the Saint Paul Arena Company, LLC, a Mivnesota limited liability
company ("SPAC") possesses the exclusive right to perform and futxiish or cause to be
performed and furnished all management, services, labor, and materials needed to operate
and maintain those certain faciliries known as the Xcel Energy Center (the "Xcel
Center"); and
WHEREAS, the Saint Paul RiverCentre Convention & Visitors Authority (the
"RCVA") possesses the exclusive right to perform and furnish or cause to be performed
and fumished all management, services, labor, and materials needed to operate and
maintain those certain facilities Irnown as the Saint Paul RiverCentre Convention Center
(the "Saint Paul RiverCentre"); and
WHEREAS, the Host Committee has offered to make availabie to the COA the
Xcel Center and the Saint Paul RiverCentre as the site for the Convention and uses
related thereto and to make auailable such other facilities as are described in the Site
Agreement; and
WHEREAS, the RNC Site Selection Committee has recommended that the
Convention shall be held in the City; and
WHEREAS, in consideration of (i) the RNC's selection of the City as the site for
the Convention; (ii) the obligations undertaken by the Host Coxnmittee in the Site
Agreement; (iii) the obligations the Host Comxnittee has caused to be undertaken by the
City, the RCVA, SPAC, the State of Minnesota (the "State"), certain labor unions, and
various other contracting parties, including, without limitation, hotels and motels in the
greater Saint Paul-Minneapolis metropolitan area, common carriers, limousine
companies, and other service and facility providers (each, a"Host City Party" and
collectively, the "Host City Parties") as set forth in the Site Agreement and in certain of
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the Exhibits thereto; and (iv) the mutual covenants contained therein, the Host
Committee, the RNC, and the COA have entered into the Site Agreement; and
WHEREAS, the Host Committee desires to secure, and the City desires to give,
the agreement of the City to perform certain obligations:
NOW, THEREFORE, in consideration of (i) the RNC's selection of the City as
the site far the Convention; and (ii) the mutuai covenants contained herein, the parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1
DEF'INITIONS
Section 1.1. Defined Terms. In addition to the terms defined in the foregoing
recitals and except as otherwise provided in Articles herein other than this Article l, the
following words and phrases, as used in capitalized fore, in this City Service Agreement,
whether singulaz or plural, have the respective meanings set forth below:
"ADA" has the meaning set forth in Section 6.4 hereof.
"Ancillary Facilities" means those Licensed Facilities located within the City
selected by the COA pursuant to Section 4.6 (b) of the Site Agreement for the putpose of
(a) conducting meetings of various committees, (b) engaging in other business and other
activities related to the Convention, and (c) holding other similaz events which venues
may include, without limitarion, properiy owned ar controlled by the City or the State.
"Associated Areas" means, with respect to each Licensed Facility (other than the
Convention Complex) and Special Event Venue located within the City, all related
spaces, meeting or exhibition areas and office space, and associated corridors, control
rooms, receiving areas, ramps, loading docks, storage areas, and space housing
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equipment and facilities necessary for the effecrive prepararion and use (including,
without limitation, the provision of adequate securiTy and other Essential Services as
specified in this City Sezvice Agreement) of such facility, as contemplated by this City
Service Agreement.
"City Ancillary Facilities" means those Licensed Faciliries selected by the COA
pursuant to Section 4.6 (b) of the Site Agreement for the purpose of (a) conducting
meetings of various committees, (b) engaging in other business and other activities
zelated to the Convention, and (c) holding other similar events, from a list of potential
facilities prepazed by the Aost Committee and the City, which facilities are owned or
controlled by the City.
"City EMS UniY' means the emergency medical services unit to be provided by
the City pursuant to Section 5,2 hereof.
"Convention" has the meaning set forth in the Recitals hereof only insofar as
such activities and events are held in the City.
"Convention Complex" means (a) that portion of the Licensed Facilities operated
by the SPAC, and (b) such portion of the News Media Work Space as is located in or on
facilities operated by the RCVA.
"Convention Period" has the meaning set forth in Section 2.2 hereof.
"Convention Security Plan" has the meaning set forth in Sec6on 5.4(a) hereof.
"Coordinated Events° means those events and activities held in the City
sponsored by entities or organizations other than the COA or the Host Committee, which
events and acfivities aze associated with but do not comprise the Convention.
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"Delegate Experience Package" has the meaning set forth in Section 5.6 hereof.
"Emergency Medical Plan° has the meaning set forth in Section 5.2(c) hereof.
"Essential Services" means ail electrical and other power, air conditioning, water,
toilets, telephone, janitorial services, trash removal, security, and medical assistance
necessary to the operarion and occupation of a subject facility.
"Furnishings and Equipment° means such office fiuniture, desks, chairs and
other seating, tables, office decor, filing facilities, shelving, office supplies, copiers,
postage meters, facsixnile machines, audio visual equipment, office safe, and
telecommunications systems and equipment (as specified in the Technology and
Telecommunications Plan described in Section 5.5 hereo�, and other facilities of a type
customazily used in connection with meeting, administra6ve, and similar functions at any
Licensed Facility or Special Event Venue, in each case, as is designated by, and to the
specifications provided by the COA.
"Lead Local Agency" has the meaning set forth in Secrion 5.4 (a) hereof.
"Licensed Facilities" means collectively, (a) those facilifies located in the City
and operated by either SPAC or RCVA, as described in Secfion 4.1 of the Site
Agreement, including, without limitation, the Convention Complex, and (b) those
facilities situated within the City and owned or operated by persons or entities other than
the SPCA and RCVA, as described in Section 41 of the Site Agreement, but in each case
only to the extent and for such periods as each such facility is licensed (or for which the
use thereof by the COA is otherwise contractually provided) to the Host Committee and
sublicensed to the COA pursuant to the terms of the Site Agreement.
"License Period° means each period described in Section 4.2 of the Site
Agreement, and "License Periods" means, collectively, all of such periods.
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"Local Police" has the meaning set forth in Section 5.4(a) hereof.
"News Media" means persons and entities reporting upon the Convention as a
news event, including, without lunitation, radio and television organizations; newspaper,
magazine, and wire service organizations; and persons and entities providing support
facilities ar services to the foregoing; provided, however, that the term "News Media°
shall only apply to individuals or organizarions holding credenrials issued by the COA for
coverage of the Convention and access to the Licensed Facilities.
°News Media Work Space" shall mean the facilities made available under the
Site Agreement consisting of not less than 500,000 square feet of useable office or other
acceptable work space with auxiliary areas far trailer parking and sateilite huck parking.
"Parking Plan" has the meaning set forth in Section 53 hereof.
"Special Events" means those events and activities held in the City and sponsored
by the COA or the Host Committee, which events and activities are associated with but
do not comprise the Convention.
"Special Event Venues" means venues, other than the Licensed Facilities and the
Associated Areas with respect thereto in and around the City as may be used to cany out
Special Events and Coordinated Events.
"Technology and Telecommunications Plan" has the meaning set forth in
Section 5.5 hereof.
"Unlimited Access" means access at any time by any persons designated and
authorized by the Convention Manager, to the exclusion of all persons not so designated
and authorized, and except as otherwise expressly provided herein.
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Section 1.2. Defined Tezms in Site Agreement. Any capitalized term used herein
but not specificaily defined herein shall haue the meaning ascribed to it in the Site
Agreement.
ARTICLE 2
THE CONVENTION
Section 2.1. The Convenrion to be Held in the Citv. The RNC shall issue the call
for the Convention to be held in the City, and shall hold the Convention in the City,
during the period September 1, 2008, through 5eptember 4, 2008; provided, however
that upon notice by the COA on or before February 8, 2008, the Conven6on Period (as
defined in Section 2.2 hereo fl may, in the COA's sole discretion, commence one or more
days after September 1, 2008, and end one or more days before September 4, 2008.
Section 2.2. The Convention Period; Extension Thereof. The period beginning at
12:01 a.m. on September 1, 2008, or later (as determined pursuant to Section 2.1 hereo fl
and ending at 12:00 midnight on September 4, 2008, or eazlier (as determined pursuant to
Secrion 2.1 hereo fl, shall be referred to as the "Convention Period." In the event that the
sessions of the Convention should, for any reason whatsoever, extend beyond the
anticipated conclusion date of September 4, 2008, the term "Convention Period" shall,
for purposes of this City Service Agreement, mean and include each day ar portion
thereof of such extension; nrovided, however that the Convenrion Period shall not
include any period of time beyond 11:59 p.m. on September 15, 2008. Ali rime
references in this City Service Agreement shall refer to such time in the City.
Section 2.3. The Site Aezeement For The Convention. The Host Committee has
been established and organized as a Host Comnnittee to perform and provide the
Convention with support, hospitality, and welcoming funcrions. The Host Coxnxnittee has
agreed to undertake certain obligations in connection with the Convention as set forth in
this City Service Agreement and in the Site Agzeement.
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ARTICLE 3
TERM AND NATURE OF OBLIGATIONS
Section 3.1. Teim. The term of this City Service Agreement (the "Term") shall
commence on the Effective Date and shall tenninate upon the later of the termination of
the Site City Agreement or any agreement or comxnitment attached thereto.
Section 3.2. Oblieations of the Host Committee. The Host Committee hereby
agrees to fully and 6mely perform all obligations set forth in this City Service Agreement
to be performed by it and to use its best efforts to assist the City in performing its
obligations under this City Seroice Agreement.
Section 33. Obligations of the Citv. Subject to the City's right to receive
payment or reimbursement as set forth herein, including Section 5.4(k) herein, the City
hereby agrees to furnish certain public contributions ("Public Contributions") to the
Host Committee as more fully described herein. The City hereby agrees to use its best
efforts to fully and tunely perform all other obligations set forth in this City Service
Agreement.
ARTICLE 4
LICENSE OF FACILITTES
Section 4.1. License of Convention Comnlex; Periods of Occunancv. Subject to
the terms of the Site Agreement and the terms of the Xcel License Agreement and the
RiverCentre License Agreement, respectively, the Host Committee has secured the
agreement of (a) the RCVA to license to the Host Committee the Saint Paul RiverCentre
and (b) SPAC to license to the Host Committee the Xcel Center, for the purpose of
conducting the Convention. Subject to the terms of the Site Agreement, the Host
Committee has granted to the COA, and the COA has accepted from the Host Committee,
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a sublicense to use the Saint Paul RiverCentre and the Xcel Center, respectively, for the
purpose of conducting the Convention.
Section 4.2. Citv Access to Convenrion Complex, Other Licensed Faciliries, and
Special Event Venues. The Host Coxnxnittee shall ensure that the City is provided with
reasonable access to the Convention Complex, the other Licensed Facilifies, and the
Special Event Venues, for the performance of any of its contractual functions. The Host
Committee agees that in no event shall authorized employees of the City be prevented
from performing and cazrying out their governmental functions and purposes; or
responding to any police, fire, or medical emergency, in, at, or azound the Convention
Complex, the other Licensed Facilities, or the Special Event Venues, including, without
limitation, all azeas designated as restricted areas by the COA, or responding to any
public safety or security situation in the City. In addition, the Host Committee agrees to
use its best efforts to ensure public rights-of-way for reasonable public access to the City
Ancillary Facilities, subj ect to any and all security and access requirements of the COA.
Section 43. Availabilitv of Citv Ancillarv Facilities and Special Event Venues.
(a) Beginning at 12:01 a.m. on August 18, 2008, the City agrees to provide at
the Host Coxnmittee's cost, to the Host Committee and the COA Unlimited Access,
subject to the requirements of Section 43 of this City Service Agreement, to the City
Ancillary Facilities for all purposes deemed appropriate by the COA, including, without
lixnitation, to conduct meetings of the Convention's Platform Committee, Rules
Committee, other committees, and other activities and events related to the Convention.
(b) The Host Committee, at its cost, shall cause the City Ancillary Facili6es to
be constructed and equipped, including, without limitarion, providing and maintaining in
safe and operable condition Furnishings and Equipment. Any such construction or
changes to City Ancillary Facilities caused by the Host Committee shall be in compliance
with, without limitation, appiicable building standazds and law, and any such
construction, shall be of such nature that the City Ancillary Facilities can be surrendered
in the same condirion as existed prior to the Convention, reasonable weaz and teaz
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excepted, unless the City agrees in writing that any such construction or changes shall be
leftintact.
(c) The City shall supply Essential Services for the City Ancillary Facilities
and theu Associated Areas.
(d) The Host Committee agrees to secwe from the City all appropriate
authority, including, without limitarion, licenses, pemuts, and sunilar consents and grants
required for the use of the City Ancillary Facilities.
(e) Choice of, and once chosen, the use of, and access to, all Special Event
Venues shall at all tnnes remain in the sole discretion and control of the COA. The Host
Committee agrees to secure from the City all appropriate authority, including, without
limitation, licenses, permits, and similaz consents and grants required for the use of the
Special Event Venues and the City shall make available such Essential Services for such
Special Event Venues as the COA deems appropriate; provided, however that (i) with
respect to Special Events, all costs incurred in connecrion with the foregoing shall be
borne by the Host Committee, and (ii) with respect to Coordinated Events, all such costs
shall be borne by the applicable sponsoring organization[s] and entit[y] [ies] of such
Coordinated Events.
( fl The City shall be allowed to charge the Host Committee any reasonable
fees or other charges otherwise applicable to the use of City Ancillary FaciliUes and
Special Event Venues owned or operated by the Ciry.
(g) To the extent pern by law, the City will use its best efforts to devise
an expedited procedure for any licenses, permits, including, without limitation, special
event permits, approvals, and inspections required under City law and to be provided
under paragraphs (d) and (e) of this Section 43.
ARTICLE 5
PROVISION OF FACILITIES AND SERVICES
Section 5.1. Development of Architectural and Technical Specifications For The
Convention Complex. The specifications for the construction in the Convention
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Complex including, without limitation, with respect to elechicity and other power, shall
be prepared by architects, engineers, and consultants chosen by the COA. The City
agrees to cooperate in all respects with the COA and its consultants and to make
appropriate City personnel available to assist in the plauuiug process, and in obtaining all
requisite licenses, permits, consents, inspections, and similaz approvals.
Section 5.2. Emergencv Medical Services. Except as otherwise provided in
subparagraph (k) of Section 5.4 herein, the City agrees to provide or cause to be provided
the following emergency medical services:
(a) At all times during which the Convention is in session and for the period
at least two hours before and after all such sessions, the City will provide the City EMS
Unit. Tn addi6on to the City EMS Unit, the Host Committee has secured the agreement of
the RCVA and SPAC, as applicable; to provide first aid stations in the Convention
Complex in such number and at such locations with such medical staff as the RCVA or
SPAC, as applicable, customarily provide for a special event of the size and unique
nature of the Convention at the Convention Complex. The Host Committee has secured
the agreement of the RCVA and SPAC, as applicable, that personnel at such first aid
stations will not interfere with any City EMS Unit activity and will cooperate fully and as
medically necessary with the City EMS Unit.
(b) On a 24-hour basis throughout the Convention Period, the City agrees to
provide emergency medical services for the benefit of the Convention. The City shall, in
consultation with the Host Committee and the COA, determine the number and location
of any such emergency medical services personnel.
(c) The City shall devise, as part of its obligation to provide emergency
medical services, an emergency medical plan (the "Emergency Medical Plan"). The
City shall prepaze and implement the Emergency Medical Plan with cooperation from the
Host Comxnittee and the COA.
Section 53. Parking Facilities. The COA (in consultation with the Host
Committee and the City) shall develop a parking plan, subject in all respects to COA
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approval (the "Parking Plan") for the Convenrion. Such Pazking Plan contemplates that
the City and the Housing and Redevelopment Authority of the City of Saint Paul,
Minuesota (the "FIRA`� provide, to the Host Committee or COA, certain parking spaces
as set forth in E�ibit A to this City Service Agreement for the exclusive use of the COA,
and for additional parking azeas through the street closures specified in the Parking Plan.
The City and tUe HRA hereby covfirms their agreement to these commitments and to �
cooperate with the COA and the Host Committee in the prepazation and implementation
of the Pazldng Plan. The Host Comxnittee agrees that it shall pay the applicable owning
and/or operating entity of the parking facilities identified in the Parking Plan for all costs
(including, but not limited to, the cost of relocating the displaced parkers) related both to
the actual use of such facility[ies] by the Host Committee and/or COA, or if such
facility[iesJ are not actually used by the $ost Committee and/or COA, but whose use as a
pazking facility by the applicable owning and/or operating entity is denied by reason of
the Convention (by way of illustration only, such denial of use may include but not be
limited to a full or partial closure of such parking facility[ies] for reasons of security
related to the Convention). In no event shall the Host Committee be required to reimburse
individual displaced parkers for parking charges.
Section 5.4. Security and Related Protective Services.
(a) Except as otherwise provided in subparagraph (k) of this Section 5.4, the
City, by and through its Police Department acting as the lead local agency (the "Lead
Local Agenc}�'), agrees to procure and provide police and fire protection and assistance
as shall be adequate to the needs of a convention the size and unique nature of the
Convention and as specified in a Convention security plan to be jointly prepazed by the
Host Committee, the City, and the COA, in consultation with the RCVA and SPAC, and
subject to approval by the COA, with advice from a professional security consultant
designated by the COA for the Host Committee (the °Convention SecuriTy Plan"). The
Convention Security Plan will include, without limitation, the use of City's Police
Depariment and will (i) provide for security and crowd control (both inside and outside
all applicable venues located in the City) and traffic control for activities related to the
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Convention during the License Periods; (ii) set forth the respective roles and
responsibiliries of the all law enforcement personnel procured and provided by the Lead
I,ocal Agency (the "Local Police"), the United States Secret Service, any security force
of the Convenrion Complex, other private security personnel, and other federal, state, and
local agencies; and (iri) take into account the requirements for security, crowd control,
and traffic control in other cities in which earlier presidentiai nominating conventions of
both polirical parties have been held. The Convention Security Plan will include, without
limitation, provisions for securing the Convention Complex and all other Licensed
Faciliries, Special Event Venues, Associated Areas, and the hotels and motels housing
participants of the Convention, and the public property surrounding or adjacent to the
foregoing, as necessary.
(b) In support of the foregoing, (i) the Lead Local Agency agrees to provide
such number of Local Police, inside and outside the Convention Complex, the other
Licensed Faciliries, and Special Event Venues, as specified in the Convention Security
Plan at all times during Yhe License Periods; and (ii) the Host Committee has secured the
agreement of the RCVA and SPAC, as applicable, to provide private security personnel
as specified in the Convenrion Security Plan and in sufficient number as is specified in
the Convention Security Plan, inside the Convenrion Complex and other Licensed
Facilities owned or operated by the RCVA or SPAC as appropriate for a national political
convention. The Host Committee has secured the agreement of the RCVA and SPAC, as
applicable, that such private security personnel will not interfere with Lead Local Agency
and Loca1 Police activit[y][ies] and shall cooperate fullywith the Lead Local Agency to
ensure the public safety, all as determined by the Lead Local Agency.
(c) The Lead Local Agency shall provide adequate personnel to control
ingress to and egress from the Convention Complex, the other Licensed Facilities, and
the Special Event Venues, and, if so provided in the Convention Security Plan, the
construction and maintenance of security barriers or other obstacles at the Licensed
Facilities or elsewhere, the blockage of traffic, the closing of sireets, the provision of
restricted traffic lanes, and the provision of official escorts for certain vehicles (including,
without limitation, vehicles transporting delegates), as specified in the Convenrion
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security rlan.
(d) The Lead L.ocal Agency agrees that during the License Periods with
respect to the Convenrion Complex, and during the period of use (together with
reasonable periods preceding and following such use) with respect to the other Licensed
Faciliries, the Special Event Venues, and the Associated Areas, matters relating to control
of ingress to and egress from such azeas shall be subject to the ultimate authority of the
COA, subject to the Cit}�s access requirements set forth in Secrion 4.2 of this City
Service Agreement. Matters relating to law enforcement both within and outside the
Convention Complex during the Convention Period shall be subj ect to the ulfimate
authority of the Chief of Police of the City, in consultation with the COA and the Host
Committee.
(e) The COA, the Host Committee, and the City shall also mutually agree on
a Traffic Control Plan. The Lead I,ocal Agency will provide, during the Convention
Period, adequate traffic-control personnel to facilitate the orderly flow of traffic into,
from, and between the Convention Complex, each of the other Licensed Facilities, and
the Special Event Venues used by the COA, each of the hotels and motels located within
the City housing participants of the Convention, and aixports located within the City,
pursuant to such Traffic Control Plan. The Host Committee has secured the agreement of
the State and the cities of Minneapolis and Bloomington to cooperate with the Lead Local
Agency in the nnplementation of the Traffic Control Plan. The Traffic Control Plan will
provide for exclusive use by the COA of space sufficient for the parking of 300 buses as
close as possible to the Convention Complex to perxnit convenient and efficient
debarkation and embazkation to and from the Convention Complex. if such, bus parking
azea or bus pick-up azea is not located at the Convention Complex. The Host Committee
shall provide or cause to he provided shuttle buses for the transfer of attendees of the
Convention and for other purposes. The Traffic Control Plan will include, without
limitation, reasonable provisions, subj ect to applicable law, for ensuring vehiculaz and
pedestrian movemenYs related to the Convention through the public properiy surrounding
or adjacent to the Convention Complex, and the other Licensed Facilifies, and the Special
Event Venues, as necessary, as well as the closing of streets or other public byways the
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provision of restricted traffic lanes, and the provision of official escorts for certain
vehicles (including, without limitation, vehicles transporting delegates), as necessary.
( fl The Lead L,ocal Agency will provide adequate security as specified by the
Convention Security Plan, including. without limitafion, police protection and traffic
control at and in all hotels and motels located within the City housing participants of the
Convention including, without limitation, officers, delegates, and altemate delegates, of
the Convention and employees, candidates, members of the Convention, and employees
of the RNC and of the COA. The Lead Local Agency will also provide adequate
security, as specified by the Convention Security Plan, to delegations, officers, and
candidates of the Convention, and designated officials of the RNC and the COA in transit
between such hotels and motels and the Convention Complex and other Licensed
Facilities during the License Periods. Notwithstanding anything to the contrary herein,
this Agreement imposes only a general duty to protect the public at lazge and does not
create a specific duty owing to any particular individuals.
(g) The City has designated Saint Paul Police Department Assistant Chief
Matt Bostrom from the Lead I,ocal Agency to supervise the security services to be
provided pursuant to this Section 5.4 and to serve as liaison and to coordinate with
appropriate personnel of the Host Committee, the COA, the United States Secret Service,
and any security force of the Convention Complex. The City agrees not to replace
Assistant Chief Bostrom without the prior consent of the Host Committee and the COA;
�rovided. however that if Assistant Chief Bostrom is unable to serve in this position, the
City may replace hun after consultation with the COA and the Host Committee. Assistant
Chief Bostrom or his designee shall be available on a 24-hour basis during all License
Periods.
(h) The Lead Local Agency, sha11 provide the COA with radio
communication facilities, including, without limitation, hand-held radios operating on
appropriate security frequencies, to permit efficient communication with law enforcement
personnel of the City. The Host Committee agrees to promptly return to the City such
radio comxnunication facilities after the Convention Period in good and operable
condition, reasonable wear and tear excepted.
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(i) The Lead Local Agency, shall provide a secure weapons storage facility
for firearms and weapons not allowed to be cazried in the Licensed Faciliries.
(j) The parties hereto anricipate that certain financial assistance will be
provided by the federal and/or state government and/or local units of government other
than the City (the "Security Subsid}�') to the Lead Local Agency to fuily and completely
fund and/or reimburse the necessary costs incurred, and to be incurred by the Lead L,ocal
Agency in providing the seivices described in Secrion 5.2 herein and this Secrion 5.4
pursuant to the Security Plan. However, to the extent that such monies are not provided,
or if provided, are insufficient to fully fund or reimburse the cost of the services incurred,
or to be incurred pursuant to the Security Plan as described in Section 5.2 herein and this
Section 5.4, the Host Committee agrees to reimburse the Lead Local Agency in the
manner described herein, for all such reimbursable costs, other than those ordinary costs
of providing security, which the Lead Local Agency would otherwise incur if the
Convention were not held in the City (by way of illustration only, such costs will include
but not be limited to all costs incurred by the Lead Local Agency in procuring and
providing the Local Police, all costs incurred by the Lead I,ocal Agency in requiring its
own employees to work overtime and/or shifts that the Lead Loca1 Agency would not
otherwise need to deploy but for the Convention, the costs incurred by the Lead Local
Agency in procuring any equipment deemed necessary by the Convention Security Plan,
etc...).
(k) In the event that the Security Subsidy has not been duly appropriated and
irrevocably committed for the benefit of the Lead Local Agency in an amount to fully
and completely fund and/or reunburse the necessary costs incuned, and to be incurred by
the Lead Local Agency in providing the services described in Secfion 5.2 herein and this
Section 5.4 pursuant to the Security Plan, on ar befare December 31, 2007, the City and
the Host Committee agree that they shall cooperate in good faith in an effort to resolve
how such costs can be paid in a manner that is reasonable and fiscally prudent to both
parties, which efforts may include but not be limited to the participation of the State and
other local units of goven�ment. The Host Committee and the City further agree that if
the City and the Host Committee are unable to reach a resolurion consistent with this
16
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Secrion 5.4 (k) by January 31, 2008, it shall be deemed a material breach of Sections 5.2
and 5.4 herein and the City shall not be required or obligated to provide the services
described in Section 5.2 herein and this Section 5.4.
(1) The Host Committee aclaiowledges and agrees that it is in the best
interests of both the Convention and the Host Committee to have the Lead I,ocal Agency
act as the sole and exclusive fiscal agent for purposes of receiving and distributing the
financial assistance described in Section 5.4 (j) hereof, regardless of whether such
assistance is to be used for Convention security within or outside the boundaries of the
City. The Lead Local Agency agrees that it shall receive and distribute such assistance
pursuant to the terms and conditions imposed by the federal and/or state government and
any other agreement[s] the Lead Local Agency may enter into with other providers of
police and fire protection and assistance as shall be adequate to the needs of a convention
the size and unique nature of the Convention and as specified in the Convention Security
Plan.
Section 5.5. TechnoloQV and Telecommunications Services. The COA shall
prepare, in consultation with the City and the Host Committee, a technology and
telecommunications plan (the "Technology and Telecommunications Plan") subject to
approval by the COA.
Section 5.6. Delegate Experience. The Host Committee has agreed to provide a
comprehensive package of amenities and experiences for all delegates to the Convention,
including, without limitarion, the welcoming ceremony, welcoming activiries, delegate
receptions, special events, decorations, and Volunteer support (the °Delegate Experience
Package"). The Ci.Yy agrees to cooperate with the Host Committee in implemenring the
Delegate Eacperience Package.
Section 5.7. Alcoholic BeveraQes. The City hereby agrees to use its best efforts
to ensure that its officials, contractors, employees, and guests do not bring alcoholic
beverages into the Convention Complex or onto the grounds thereof during the
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Convention Period other than as authorized by the COA.
ARTICLE 6
OTHER COVENANTS OF THE CITY
Section 6.1. Indemnification and Insurance. '
(a) The Host Committee agrees to indemnify and hold hannless the City and all
officials, employees, agents, consultants, contractors, subconlractors at any rier, or vendors
of the City (collectively, the "City Indemnified Parties") from and against any and all costs
which may be imposed upon, incurred by, or asserted against any of the City Indemnified
Parties, arising out of or relating to (i) the performance or breach of the obligations and
representations of the Host Committee under this Agreement, the Site Agreement, the RCVA
License Agreement, the Xcel Energy Center License Agreement, or any related agreements
entered into by the Host Committee or to which the Host Committee is otherwise bound; (ii)
any other acts or oxnissions of the Host Committee or of any of its officers, directors,
officials, employees, agents, attorneys, Volunteers, consultants, contractors, subcontractors
at any tier, or vendors; (iii) any other activities contemplated by this Agreement, the Site
Agreement, the RCVA License Agreement, or the Xcel Energy Center License Agreement to
be undertaken by the Host Committee; or (iv) any bodily injury, personal injury (including
death), or property damage sustained by any person, entity, or organization relating to the
work of contractors hired by the Host Committee pursuant to the Site Agreement and all
activities related to the Convention or services to be provided by the Host Committee or
conirolled, managed, organized, or coordinated by the Host Committee pursuant to this
Agreement, the Site Agreement, the RCVA License Agreement, ar the Xcel Energy Center
License Agreement or any related agreements entered into by the Host Committee or to
which the Host Comxnittee is otherwise bound; other than, with respect to the City
Indemnified Parties, such Costs which may be imposed upon, incurred by, or asserted
against, the City Indemnified Parties, arising out of or relating to the fraud, intentional and/or
willful misconduct, or gross negligence ofthe City Indemnified Parties and others forwhom
the City Indemnified Parties are legally responsible. Nothing contained in this subparagraph
18
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(a) shall waive, nor shall be construed to waive any rights and benefits the Host Committee
has with regard to its status under any of the insurance coverages described in subparagraph
(c) of this Secrion 6.1.
(b) The City agrees to indemnify and hold flarmless the Host Committee and all
of ifs members, directors, officers, offrcials, employees, agents and attorneys (collecrively,
the "Host Committee Indemni$ed Parties") from and against any and all costs which may be
unposed upon, incurred by, or asserted against any of the Host Committee Indetnnified
Parties, arising out of or relaring to (i) the performance or breach of the obligations and
representations of the City under this Agreement, the Site Agreement, the RCVA License
Agreement, the Xcel Energy Center License Agreement, or any related agreements entered
into by the City ar to which the City is otherwise bound; (ii) any other acts or omissions of
the City or of any of its officers, directors, officials and empioyees; (iii) any other activities
of the City contemplated by this Agreement, tke Site Agreement, the RCVA License
Agreement, or the Xcel Energy Center License Agreement to be undertaken by the City; or
(iv) any bodily injury, personal injury (including death), or property damage sustained by
any person, entity or organization directly related to and caused by an act or omission of the
City related to the services provided by the City pursuant to this City Services Agreement or
any other Convention-related agreements entered into by the City by which the City is; other
than, with respect to the Host Committee Indemnified Parties, such costs which may be
imposed upon, incurred by, or asserted against, the Host Committee Indemnified Parties,
arising out of or relating to the fraud, intentional and/or willfizl misconduct, or gross
negligence of the HosY Committee Indemnified Parties and others for whom the Host
Committee Indemnified Parties are legally responsible. Nothing contained in this
subparagraph (a) shall waive, nor shall be construed to waive any rights and benefits the City
has with regard to its status under any of the insurance coverages described in subparagraph
(c) of this 5ection 6.1.
(c) The Host Committee shall obtain at its cost, the insurance coverages as
shown in E�thibit B to this Agreement which is incorporated hereto (the "Insurance
Coverages"), and shall provide upon request Yo the City's Director ofRisk Management one
or more certificates of insurance evidencing such Insurance Coverages�On or befare June 1,�
19
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2007, the Host Committee and the City shall mutually agree as to whether such Insurance
Coverages shall be subj ect to a deducrible. In the event that the parties agree to a deductible
for any or all of the Insurance Coverages, it is acknowIedged and agreed by the parties hereto
that the Host Committee will pay the complete and total cost of such deducrible. The
Insurance Coverages shall become effective on such dates as required by the City's Director
of Risk Management, and the COA provided that such Insurance Coverages shall be in effect
during the License Periods or begiuuing on the date a facility or service is to be provided to
the COA under the Site Agreement, the RCVA License Agreement, the Xcel Energy Center
License Agreement, or any other license or similaz agreement with any other owner or
operator of any Licensed Facility or Special Event Venue (as each such term is defined in the
Site Agreement), under insurance policies issued by companies authorized to do business in
the State of Minnesota, naming the RNC, the COA, the Host Committee and the City as
primary or named insured parties and the RCVA and SPAC, as applicable, as additional
insured parties (collectively, the "Insured Parties"). As a precondition to contracting, the
Host Comxnittee shall require all agreements related to or in connection with the Convention
with all contractors, subcontractors at any rier, vendors, concessionaires, and other persons
performing services for the Host Committee, the City, the RCVA, SPAC, or the News
Media at the Licensed Facilities, to require such contractors, subcontractors, vendors;
concessionaires, or other persons to provide a certificate of insurance naming the Insured
Parties as additional insured or additional named insured parties and waiving subrogation
under various coverages, and to indemnify and hold hannless the Insured Parties as provided
in this Agreement.
(d) The City reserves the right to maintain self-insurance for, without
limitation, (i) workers' compensation insurance as required by applicable law; and (ii)
automobile liability coverage protecting against claims for bodily injury and death and
properiy damage.
(e) Nothing herein shall waive or amend, nor shall be construed to waive or
amend any defense or immunity which the City and its officials, employees, or agents,
may have under any limiYarion on municipal liability under Minnesota Statutes, Section
466.01 et seq., Minnesota Statutes, Section 471.59, nor shall anything contained herein
�
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act as a waiver of any common-law immunity or limitation of liability, all of wluch are
hereby reserved by the City.
Section 6.2. Financing ofFacilities and Services.
(a) The Host Committee has assembled a comprehensive proposal to host the
Convention which contains, among other items, the City's provision of Public
Contributions to the Host Committee and certain General In-Kind Contributions to the
Host Coxnxnittee as an inducement to the RNC and the COA to enter into the Site City
Agreement.
(b) In consideration of the City's provision of Public Coniributions and in
addition to the payments otherwise provided for and required in this Agreement,
including Sections 43 and 5.4 (j) hereof, the Host Committee agrees to reimburse the
City and other local units of government (the "Local Governments") the sum of Three-
Hundred Thousand and 00/100 Dollars ($300,000.00) representing all of the anticipated
costs, other than those ordinary costs of providing the Public Contributions which the
City and the Local Governments would otherwise incur if the Convenrion were not held
in the City or within the boundaries of the I,ocal Govemments (the "Public Conhibutions
Pool") (by way of illustration only, such costs may include but not be limited to all costs
or lost revenue that may be incurred by the City if the Host Committee or the Convention
Security Plan prohibits on street metered parking; all costs incurred by the City in
requiring its own employees to work overtime and/or shifts that the City would not
otherwise need to deploy but for the Convention; the wsts incurred by the City in
procuring any equipment deemed necessary by the Convention Security Plan; the costs
incurred by the City in the clean-up of streets and other public areas including waste
removal, professional service costs incurred by the City, etc...). The Host Committee, the
City and the City of Minneapolis shall each appoinY one (1) representative to a claims
committee (the "Claims Committee") which shall consider and determine by a majority
vote, whether a claim for reunbursement made against the Public Conhibutions Pool
under this Section 6.2 (b) shall be reimbursed. An applicant for reimbursement
hereunder shall provide the Clanns Committee with an invoice and other documentation
21
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deemed appropriate by the Claims Committee describing the services provided by the
applicant that are eligible for reimbursement in coanection with this Secrion 6.2 (b). The
Claims Committee shall meet at least quarterly beginniug 7anuary 1, 2008. To the extent
that the Public Contributions Pool is insufficient to pay all allowable and approved ciauns
for reimbursement, such claims will be paid on a pro rata basis. All allowable and
approved clauns for reimbursement hereunder shall be paid on a quarterly basis, but no
later than thirty (30) days after such claims haue been approved for reimbursement.
(c) In connection with the performance of the City's provision of Public
Contributions to the Host Committee and General In-Kind Contributions to the Host
Committee hereunder, the CiTy shall use its best efforts to comply, to the extent
appiicable, with provisions of the Federal Election Campaign Act, the Presidential
Election Campaign Fund Act, and the regulations of the Federal Election Commission
promulgated thereunder, inclnding, without limitation, 11 C.F.R. " 9008.8(b)(I) and (2);
9008.52; and 9008.53.
Section 63. Coo�eration of Other Governmental Authorities. The Host
Committee has secured written commitments from relevant governmental authorities of
the City, appropriate counties, the State of Minnesota, and other appropriate
governmental authorities. In addition, the City's City Council has adopted a Resolution
offering the Council's support of the City's commitments to the RNC and the COA
described herein. A copy of the Resolution is attached as Exhibit C to this City
Service Agreement.
Section 6.4. Accessibilitv for the Disabled. The City agrees that, to the best of its
belief, any Licensed Facilities and Special Event Venues under its exclusive control to be
used in connection with the Conven6on are compliant with the Americans with
Disabilities Act of 1990 as the same may be amended, and a11 rules and regulations
promulgated thereunder (collectively, the "ADA"), including, without limitarion, (a) the
City's policies, practices, procedures, and eligibility criteria; (b) the provision of auxiliary
aids and services within all such Licensed Facilities and Special Event Venues; (c)
22
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azchitectural, communicarions, and trausportation barriers within ali such Licensed
Facilities and Special Event Venues; and (d) the availability of wheelchair seating spaces
in any and all assembly areas in such Licensed Facilities and Special Event Venues.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section 7.1. R�e resentations and Warranties of the Host Comxnittee. The Host
Committee hereby represents and warrants as follows:
(a) The Host Comxnittee is a non-profit corporation that has, or will soon be
filing appropriate documentation for tas-exempt status under Section 501(c)(3) of the
United States Internal Revenue Code, validly subsisting under the laws of the State of
Minnesota, and has the corporate power and authority and the legal right to execute,
deliver, and perform this City Service Agreement. �
(b) The Host Committee has taken all necessary corporate action to authorize
and approve the execurion, delivery, and performance of this City Service Agreement by
the Host Committee.
(c) This City Service Agreement has been duly and validly authorized,
executad, and delivered by the Host Committee and, assuming the due authorization and
execution hereof by the other party hereto, constitutes a valid, legal, and binding
obligation of the Host Committee enforceable in accordance with its terms, subject only
to such exceptions, if any, as aze set forth in the opuuon of counsel to the Host
Committee attached as Exhibit D to this City Service Agreement.
(d) The execution, delivery, and performance of this City Service Agreement
by the Host Committee does not conflict with, or constitute on the part of the Host
Committee, a violafion of, breach of, or default under any provision of its Articles of
Incoiporation or Bylaws, statute, indenture, resolution, mortgage, deed of trust, note
agreement, or other agreement or insmxment to which the Host Committee is parly or by
which the Host Coxnmittee is bound, or any order, rule, or regulation of any court or
governmental agency or body having jurisdicrion over the Host Committee or any of its
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activiries or properties, subject only to such exceptions, if any, as aze set forth in the
opinion of counsel to the Host Committee attached as E�chibit D to this City Service
Agreement.
(e) To the best of the Host Committee's knowiedge, after due invesrigarion,
there is no acfion, suit, proceeding, inquiry, or invesrigation, at law or in equity, pending
before any court, public board, or body, or threatened against or affecting the Host
Committee, wherein an unfa�orable decision, ruling, or finding would materially
adversely affect the transacrions contemplated by this City Service Agreement or which
would adversely affect the validity or enforceability of this City Service Agreement.
( fl Neither the Host Committee nor any person has, on its behalf, State or
agreed to pay any commission, percentage, or fee of any kind to any person or entity
contingent upon or resulting from entering into or performing this City Service
Agreement.
Sec6on 7.2. Representations and Warranties of the Citv. The City hereby
represents and warrants as follows:
(a) The City is a municipal coxporation created and existing pursuant to the
Constitution and laws of the State of Minnesota and has the full legal right, power, and
authority to enter into and perform this City Service Agreement.
(b) The City has taken all action required in the opinion of the Office of the
City Attorney ("CAO") to authorize and approve the execurion, delivery, and
performance of this City Service Agreement by and on behalf of the City.
(c) This CiYy Service Agreement has been duly and vaIidly authorized,
executed, and delivered by the City and, assuming the due authorization and execution
hereof by the other party hereto, constitutes a valid, legal, and binding obligation of the
City enforceable in accordance with its terms, subject only to such exceptions, if any, as
are set forth in the opinion of the CAO attached as Exhibit E to this City Service
Agreement.
(d) The execution, delivery, and performance of this City Service Agreement
by the City does not, in any material respect, violate or constitute a breach of or default
24
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under the City's Home Rule Charter or any applicable provisions of the Constiturion or
any law or aduunistrative regulation of the State of Miuuesota or of the United States, or,
to the lrnowledge of the CAO, any applicable judgment, decree, loan agreement, note,
resolufion, ordinance, agreement, or other instmment presently in effect to which the City
is a party or is otherwise bound, the consequence of which or the cure or the correcfion of
which would materially and adversely affect the financial condition or results of
operarions of the City as a whole, subject only to such exceptions, if any, as are set forth
in the opinion of the CAO attached as E�ibit E to this City Service Agreement.
(e) To the lrnowledge of the CAO after inquiry within the CAO, except for
matters which in the opinion of the CAO aze without merit or are not material, there is no
action or proceeding pending against the City in court or threatened in writing against the
City, a final adverse determination of which would reasonably be expected to materially
adversely affect the transacrions contemplated by this City Service Agreement or which
would adversely affect the validity or enforceability against the City of this City Service
Agreement.
( fl Neither the City nor any person so authorized to act on the City's behalf,
has agreed to pay any commission, percentage, or fee of any kind to any person or entity
contingent upon or resulting from entering into or performing this City Service
Agreement.
ARTICLE 8
GENERAI, PROVISIONS
Section 8.1. L'unitation of Citv Liabilit}�. (a) Except as otherwise provided by
law, nothing in this City Service Agreement shall be construed to deem the City to be a
partner, joint venturer, employee, or agent of the Host Committee, the RCVA, SPAC, the
RNC, the COA, or any of the other Host City Parties; it being intended that the RNC and
the COA, on the one hand, and the City, the Host Committee, the RCVA, SPAC, and the
other Host City Parties on the other, shall remain independent parties solely responsible
for their own actions. Except as otherwise provided herein or by law, the City shall not be
25
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liable under any contracts or obligarions of any of the Host Committee, the RNC, the
COA, the RCVA, SPAC, or the other Host City Parties, or for any acts or omissions of
any of the Host Committee, the RNC, the COA, the RCVA, SPAC, or the other Host City
Parties or their respective members, officers, directors, officials, employees, agents,
vendors, contractors, and subcontractors at any tier.
(b) No member, officer, director, official, employee, or agent of the City shall
be personally liable for any Costs of the CiTy, the Host Committee, the RCVA, SPAC, the
RNC, the COA, or any of the other Host City Parties. All persons, corporations, or other
entities extending credit to, contracting with, or having any claim against the City, may
look only to the funds and property of the City for payment of any such contract or claim,
to the extent the City is liable therefore, or for the payxnent of any debt, damages,
judgment, or decree for which the City is liable, or for the payment of any Costs that may
become due or payable to them from the City, and not from any member, officer,
director, official, employee, or agent of the City.
(c) The Host Committee is a non-profit coxporation organized and subsisting
under the laws of the State of Minnesota. No member, officer, director, official,
employee, or agent of the Host Committee shali be personally liable for any Costs of the
Host Committee. Ail persons, corporations, or other entities extending credit to,
contracting with, or having any claim against the Host Committee, may look only to the
funds and proper[y of the Host Committee for payment of any such contract or claitn, to
the extent the Host Committee is liable therefore, or for the payment of any debt,
damages, judgment, or decree for which the Host Committee is liable, or for the payment
of any Costs that may become due or payable to them from the Host Committee, and not
from any member, officer, director, official, employee, or agent of the Host Committee.
(d) Each party to this City Service Agreement shall be excused for the period
of any delay in the performance or inability to perform any obligations hereunder
attributable to any cause or causes beyond that party's control, including, without
limitation, acts of terrorism, civil commotion, waz, warlike operations, invasion,
rebellion, hostilities, military or usuxped power sabotage, federal or state govenunental
regulations or controls, fire or other casualty (including, without lunitation, storms,
�
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floods, hturicanes, tornadoes, earthquakes, and other acts of God); provided, however,
that performance hereunder would not be excused unless any of the foregoing materially
impeded such parry's ability to perform its obligations hereunder.
Section 82. Additional Actions and Documents. Recognizing that time is of the
essence, each of the parties hereto agrees to use its best efforts to take or cause to be
taken such further actions; to execute, deliver, and file or cause to be executed, delivered,
and filed, such further docuxnents; and to use best efforts to obtain such consents, as may
be necessary or as may be reasonably requested in order fully to effectuate the purposes,
tears, and condi6ons of this City Service Agreement. Such actions shall include, without
limitation, fully and effectively settling or resisting and defending against any action by
any third party which would interfere with the full and timely performance of this City
Service Agreement by the City or the Host Committee.
Section 8.3. Assignment. Except as expressly provided herein or as previously
agreed, no portion of this City Service Agreement or any right or obligation hereunder
may be assigned, in whole or in part, whether by operation of the law or otherwise, by
any party hereto without the prior written consent of the City, the Host Committee, the
RNC, and the COA.
Section 8.4. Amendment. No amendment, modification, or discharge of this City
Service Agreement, and no waiver hereunder, shall be valid or binding unless set forth in
writing and duly executed by the party against whom enforcement thereof is sought.
Section 8.5. Survival. All covenants, agreements, statements, representarions,
and warranties made in this City Service Agreement shall survive the execution and
delivery of this City Service Agreement and any investigafion, audit, or inspection made
by any other person, entity, or organization.
Section 8.6. Waiver. No waiver of, no delay in exercising (with the excepfion of
27
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the prompt and timely nofification of claims), and no omission to exercise, any rights or
remedies by any party shall be construed as a waiver by such party of any other rights or
remedies that such parry may have under tlus City Service Agreement.
Sectiott 8.7. Severabilitv of Provisions. The provisions of this City Service
Agreement including but not limited to Sections 5.2 and 5.4 herein, shall be severable
and divisible, and the invalidity or unenforceability of any term or provision of this City
Service Agreement shaIl not affect the validity or enforceability ofthe remaining
provisions of this City Service Agreement.
Section 8.8. Headings: Exhibits. The Table of Contents and Article and Section
headings in this City Service Agreement are solely for the convenience and reference of
the parties hereto and aze not intended to be descriptive of the entire contents of any such
Articles or Sections and shall not lnnit or otherwise affect any of the terms or provisions
hereof. ExhibiYs aYtached hereto are hereby made a part of this City Service AgreemenY.
Section 8.9. Notices.
(a) Any notice, payment, demand, request, or other communicarion required
or permitted to be given hereunder by any party to any other shall be effected by (i)
personal delivery in writing, (ii) telegram, or (iii) registered or certified first class mail,
postage prepaid and return receipt requested, addressed as follows:
If intended for the Host Committee:
John Knapp, Esquire
Winthrop & Weinstine
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402
Executive Director
Minneapolis Saint Pau12008 Host Committee, Inc.
c/o John Knapp, Esquire
Winthrop & Weinstine
225 South Sixth Street, Suite 3500
m
o7—a�
Minneapolis, MN SS402
If intended for the City:
Office of the City Attomey
400 City Hall
15 West Kellogg Boulevard
Saint Paul, MN 55102
Copy (which shall not constitute notice) to:
Mayor
390 City Hall
Saint Paul, MN 55102
If intended for the RNC: Copy (which shall not constitute notice) to:
General Counsel
Republican National Committee
310 First Street, S.E.
Washington, D.C. 20003
Chairman
Republican National Committee
310 First Street, S.F.
Washington, D.C. 20003
If intended far the COA:
Treasurer
Committee on Arrangements
for the 2008Republican National Convention
310 First Street, S.E.
Washington, D.C. 20003
Copy (which shall not constitute notice) to:
Generai Counsel
Republican National Committee
310 First Street, S.E.
Washington, D.C. 20003
(b) Any party's address may be changed by written notice to the other party.
Each notice, demand, request, or other communication transmitted in the manner
�
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described in subsection (a) of this Section 8.9 shall be deemed sufficienUy given, served,
sent, and received at such time as it is delivered to the addressee (with the retum receipt,
delivery receipt, or the affidavit of inessenger being deemed conclusive evidence of such
delivery), or at such time as delivery is refused by the addressee.
Secrion 8.10. Breach and Termination. Except as otherwise set forth in Sections
8.1(d) and 5.4 (k) of this City Service Agreement, the parties hereto expressly agree that
any material breach of any of the material terms and conditions of this City Service
Agreement may result in irrepazable harxn to the Host Committee , and only after
providing written notice to the City of such breach and the expiration of thirty (30) days
norice from the date of such notice by which the City may cure breach, the Host
Committee sha11, in addition to any other remedy provided herein or by law or in equity,
be entitled to seek appropriate equitable relief, including injunctive relief and specific
perforxnance, in a forum as provided in Section 812 of this City Service Agreement.
Section 8.11. Compliance With Laws and Rules and Regulations. The parties
hereto shall use their best ef£orts to comply with or cause to be complied with by any
contractors, subcontractors, volunteers, or consultants, the requirements of all applicable
laws, statutes, regulations, and otdinances in the performance of this City Service
Agreement, including, without limitation, building codes; laws pertaining to health, fire,
or public safety; all applicable laws pertaining to the sale, distribution and consumption
of liquor; and non-discrimination laws.
Section 8.12. Governin� L,aw and Forum Selection. This City Service
Agreement and all disputes arising under this City Service Agreement shall be govemed,
construed, and decided in accordance with the laws of the State of Minnesota. The
parties further agree that any lawsuit, action, claim, or legal proceeding involving,
directly or induectly, any arising out of or related to this City Service Agreement, or the
relationship created or evidenced thereby, shall be brought exclusively in the State of
Minnesota, Ramsey County, District Court. It is the express intent of the parties that
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jurisdiction over any lawsuit, action, claim, or legal proceeding shall lie exclusively in
either of these rivo forums. Notwithstanding the foregoing, either party hereto may
remove any such suit, action, claim, or proceeding to the United States District Court for
the District of Minnesota so long as subject matter jurisdiction is established. Subject to
the preceding sentence, the parties further agree not to raise any objecrion to any lawsuit,
action, claim, or legal proceeding which is brought in either of these two forums, and the
parties expressly consent to the jurisdiction and venue of these two foruxns. The parties
further agree that service of original process in any such lawsuit, action, claim, or legal
proceeding may be duly effected by mailing a copy thereof, by certified mail, postage
prepaid to the addresses specified in Section 8.9 of this City Service Agreement. The
parties fiirther hereby waive trial by jury in any legal proceeding involving, directly or
indirectly, any matter (whether sounding in tort, contract, or otherwise) in any way
arising out of or related to this City Service Agreement ar the relationship created or
evidenced hereby.
Section 8.13. City Laws. The parties hereto agree, to the extent such laws are
applicable, to comply with the following City Home Rule Charter provisions, City
Ordinances, regulations and policies:
(a) Affirmarive Action/Equal O�portunitv. and Apprenticeship TraininQ Pro�ram.
The Host Committee agrees to be bound by the requirements of Section 183.04 o£the Saint
Paul Legislative Code and the Rules Governing Affirmative Requirements in Employxnent
adopted by the Saint Paul Human Rights Commission, and the Apprenticeship Training
Program. .
(b) Labor Standards. The Host Committee agrees to be bound by the
requirements of Section 82.07 of the Saint Paul Administrative Code.
(c) Vendor Outreach Pro erams. The Host Committee agrees to comply with and
shall comply with the City's Vendor Outreach Program
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(d) Conhact Documents. If applicable, the Host Committee shall incorporate in
all contracts related to this City Services Agreement which it is a party and shall incorporate
the requirements of Section (a), (b), (c) and (e) of this Section 8.13 in all contracts.
(e) Compliance Meetin�. The Host Committee shall attend meetings conducted by
the City staff, for the purpose of understanding how the requirements contained in this
Section 8.13 shall be irnplemented. These meetings are held for the benefit and
information of the Aost Committee and attendance is required. Each area of coordination
contempiated by this Section 8.13 is reviewed by the appropriate City staff inember and
forms aze distributed for docuxnentation and reporting. City staff will explain the
documentation at this time and wili provide ongoing technical assistance in an effort to
keep the report requirements up to date.
Section 8.14. Pubiic Data. The Host Committee acknowledges and agrees that
this City Services Agreement and all information and referenced herein ue subject to
Chapter 13 of the Minnesota Statues (Minnesota Government Data Practices Act) as well
as any other applicable federal, state, and local laws or ordinances, and all applicable
rules and regularions, and standards established by any agency of such governmental
units which are now or hereafter promulgated and thus this Agreement and all ar a
portion of such informafion and documents may be considered public data thereby.
Section 8.15. Entire A�eement. This City Service Agreement (including all
Exhibits hereto) contains and constitutes the entire agreement of the parties hereto with
respect to tke subject matter it covers and superse�des a21 prior or other negotiations,
representations, and ag�eements between the parties and their representatives.
(Remainder of page intentionally left blank.]
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IN WI'INESS WFIEREOF, each party has caused this City Service Agreement to
be signed in its name by its duly authorized officer, all as of the date first below written.
MINNEAPOLIS SAINT PAUL 2008 HOST
CONIMITTEE, INC
�
Its:
Dated: 7anuary_, 2007
CITY OF SAINT PAUL, a municipal
coxporation
By:
Its: Mayor
Dated: January_, 2007
By:
Its: Director, Office of Financial Services
Dated: January _, 2007
Approved as to Form
By:
Its: City Attorney
Dated: January_, 2007
33
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� / •
SCHEDULE OF EX�ITS
Eachibit A
E�ibit B
E�ibit C
Exhibit D
E�ibit E
Schedule of Available Pazking Facilities
Insurance Coverages
City Council Resolution
Legal Opuuon of Counsel to the Host Committee
Legal Opnuon of the City Attomey
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