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08-1079AMENflE➢ - lOf1/2008 CouncilFile# (�'�(/ /� Green Sheet # 3060020 RESOLUTION OF SAINT PAUL, MINNESOTA Presented by � v J 1 WfIEREAS, Saint Pau� recently hosted the 2008 Republican National Convenrion ("RNC"); and 2 3 WHEREAS, in terms of number of visitors, narional and intemational public interest and media attention, 4 and planning complexity, the RNC is one of the lazgest events to ever have been held in the State of 5 Minnesota; and 6 7 WHEREAS, an inte�al part of the planning for the RNC, was the development of public safety and 8 security measures designed to protect and keep safe all persons and property, during the RNC; and 9 10 WHEREAS, the importance of developing such public safety and security measures was reflected by the ll federal governmenYs pre-event designation of the RNC as a"National Special Security EvenY' ("NSSE"), 12 pursuant to federallaw; and 13 14 WHEREAS, the Saint Paul Police Department was the lead local law enforcement agency who working 15 with federal, state and local law enforcement partners, developed public safety and security measures for 16 the RNC; and 17 18 WHEREAS, it is the longstanding practice and custom of the City of Saint Paul and its police department, 19 to utilize a"best practices" approach with regazd to the way it conducts its public duties; and 20 21 WAEREAS, a"best practices" approach enables the SPPD to take past experiences and lessons learned 22 from such experiences to prospectively establish law enforcement pracrices that best serve the community; 23 and 24 25 WFIEREAS, the unique nature of an NSSE, such as the RNC, provides an opportunity far the City and the 26 SPPD, to engage in a"best practices" review, so as to even better prepare the City when it hosts such ]azge 27 events in the future; and 28 (See Page 2 £or signatures) Bostrom Carter Hazris Yeas I Navs I Absent Requegted by Department oE By: Approved by the Office of Financial Services Attorney Adopted by Council: Date Adoption Certified by Council Secretary By: Appxoved by Mayox: Date By: By: \ Approved by Mayor for By: Council ��(D'I � 29 WFIEREAS, the City seeks to retain Andrew M. Luger and Thomas B. Heffelfinger pursuant to the 30 Professional Servaces A�eement attached hereto (the "A�eement"), to conduct an independent "best 31 practices" review of the RTQC public safety and security measures developed and implemented by the City. 32 33 NOW, THEREFORE, BE IT RESOLVED, that the Saint Paul City Council does hereby: 34 35 Approve the Agreement in substantially the form and substance submitted, and that all required City 36 signatories as set forth in the City' s Administrative Code are hereby authozized and directed to execute the 37 Aereement, on behalf of the City. 38 39 40 41 42 43 44 45 46 47 48 Further authorize the City's Project Manager, as set forth in the Agreement, to negotiate and agree to any amendments, deletions or revisions to the Agreement which do not adversely or materially change the rights or obligations of the City described in the Agreement, provided that such amendments are acceptable in form and substance to the Saint Paul City Attorney, and that the City's Project Manager is additionally authorized and directed to take all other actions necessary to implement this Resolution. BE IT FINALLY RESOLVED, tiHa'C Mr. Heffelfinger and Mr. Luger establish a commission of a total of 7 members, including Mr. Heffelfinger and Mr. Luger, to accomplish this review. Bostrom Carter Hanis Stark Thune AdoptedbyCouncil: Date \(�—�—Z�� Cj Adoptiex-C,�erti e I y o cil5ecretary By: � Approv �or: Da U �j U � By: � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � V�' ��1� MO —�foysoffice Contaci Person & Phone: Mn Mulhd{and 266-5569 Must Be on Council Agen Doc. Typec RESOLUTION W/$ TRANSAC EAocumeM Required: Y Document Contact: ContactPhone: 26SEP-08 �/ Assign Number for Routing Order Total # of Signature Pages _(Clip Ail Locations for Signature) 0 I 2 3 4 5 6 Green Sheet NO: 3060020 oYs OfSce a or's OfSce De artment Director ivanaai Services fSce Finaucial Services 'rv auorn a or's Of6ce Mavor/Assistaut ouncil Ci Councii i Clerk Ci Clerk The Saint Paul City Gouncil agree to the retenrion of Andrew Luger and Thomas Heffelfingez pursuani to the Professional Services Ageement attached to conduct an independent "best praetices" review of the RNC public safety adn security measures developed and implemented by the City. ioauons. r�pprove �H) or n Planning Commission CIB Committee Civil Service Commission 1. Has this person/firm ever worked under a contrac[ for this tlepartment? Yes No 2. Has this person/firm ever been a city employee? Yes No 3 Does this persoNfirm possess a skill noi normally possessed by any current city employee? Yes No Explain all yes answers on separa4e sheet and attach to green sheet Initiating Probtem, Iss�es, Opportunity (Who, What, When, Where, Why): Advantages ff Approved: DisadvanWges IfApproved: Disadvantages If Not Approved: � Transaction: $100,000.00 Funding Source: GL 80 30410 0219 Financial Information: (Explain) CosVRevenue Budgeted: Y Activity Number: September 26, 2008 1:48 PM Page 1 C��S-�C��1� PROFESSIOIVAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT, made effecrive on tl�e 30th day of September 2008, by and between the CITY OF SAINT PAITL, NIINNESOTA,, a municipal corporation (hereinafter refened to as the "Cit}�'), and the undersigned persons acting both in their capacity as attomeys at law and as Co-Chairpersons of the RNC PUBLIC SAFETY PLANNING AND IMPLEMENTATION REVIEW COMNIISSTON (hereinafter the above- referenced Commission and each person who comprise and serve thereupon, shall be collectively refened to as the "Provider"). The City and Provider, in consideration of the mutual terms and condifions, promises, covenants, and payments hereinafter set forth, agree as follows: SECTION 1: Seope of Services. A, Provider agrees to provide setvices as described in Attachment A, a copy of which is attached hereto, the terms of which are incorporated herein (hereinafter the work detailed in Attachment A shall be referred to as the "ProjecP'). SECTION 2: Time For Completion. A. The services rendered by Provider shall be commenced upon execution of this Agreement and notification by the City to Provider to proceed, and will be completed in accordance with the schedule mutually agreed upon with the City, but no later than December 15, 2008, which shall proceed on a month to month basis from the effective date of tlus Agreement, unless terminated eariier in accordance with this Agreement. B. Provider shall not proceed with any task detailed in the Project wathout specific authorization from the Project Manager designated by the City. C. In the event there are delays caused by actions beyond the control of the Provider or which may be reasonably requested by the Provider which can change the completion date of the Project, Provider shall request an extension of time for completion of the Project The Project Manager will review the request and may at Project Manager's sole discretion, grant the Provider such exYsnsions of the term of this Agreement as the Prajeet Manager may deem reasonable. SECTION 3: Billings and Paymen� A. That unless otherwise provided in paragraph B of this Section 3, for Provider's faithful performance of this Agreement, Provider shall be paid the aggregate fee amount for said work in an amount not to exceed $100,000.00. oss- �c'� B. In addifion to the payment for services set forth in para�aph A of this Section 3, the Provider shall be entitled to reimbursement for its reasonable disbursements directly related to the Project for: duplication of documents; messenger or special delivery services; long distance telephone charges; telecopy or fax charges; and other amounts paid to third parties related to the services provided pursuant to this Agreement. No reimbursement of disbursements pursuant to this pazagraph B shall be made in excess of an aggregate amount of $2,000.00, unless pre- approved in writing by the Project Manager. No claim for services and/ar costs provided by the Provider, not specifically provided for in this A�eement will be honored or paid by the City. C. Upon completion of the Project in conformance with this Agreement, the Provider shall submit an invoice detailing the activities and time expended by any person retained by Provider directly related to the Project. Unless as otherwise provided herein, and upon the City's receipt of the invoice, and the verification of the charges by the Project Manager, payment shall be made by the City to Provider within three (3) business days. D. In the event the Provider fails to comply with any terms or conditions of the Agreement 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 Ciry is satisfied that corrective action has been taken or completed. This oprion is in addirion to and not in lieu of the City's right to termination as provided in other sections of this Agreement. 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 this Agreement. Removal of any principal Project Member without replacement by equally qualified individuals and without the prior written approval of the City, are grounds for terminarion of the Agreement by the City. Provider's principal Project Members are retained both in their capacity as attorneys and Co-Chairgersons of the RNC Public Safety Planning And Implementation Review Commission: Andrew M. Luger, Esq. (Greene Espel LLP) and Thomas B. Heffelfinger, Esq. (Best & Flanagan LLP). B. The City has designated Erin Dady, as the Project Manager for this Agreement, and the individual to whom a11 communications pertaining to this Agreement shall be addressed. The Project Manager shall have the authority to transmit instructions, receive information, authorize amendments or changes to the Agreement, and interpret and define the City's policies and decisions pertinent to the wark covered by this Agreement. SECTION 5: City Responsibffities. A. The City agrees to cooperate to the extent pernutted by federal, state and local law, with Provider so as to assist in providing Provider with access to any relevant information from City documents, staff, and other sources needed by Provider to complete the Project. 2 ��-��-�� SECTION 6: Work Products, Records, Bissemination of Informarion. A. For purposes of this A�eement, 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 A�eement. "Supporting documentation" shall mean any surveys, questionnaires, notes, research, papers, analyses, whether written electronic, or in other form, and other evidences used to generate any and all work performed and work products generated under this Agreement. `Business records" shall mean anybooks, documents, papers, account records and other evidences, whether written, electronic, or in other form, belonging to Provider and pertaining to work performed under this Agreement. B. All deliverable work products and supporting documentation that result from Provider's services under this Agreement shall be delivered to the City and shall become the property of the City after payment is made to the Provider with no right, title, or interest in said work products or supporting documentation vesting in Provider. C. The Provider agrees not to release, transmit, or otherwise disseminate any 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 work products, whether finished or unfinished, and supporting documentation prepared by Provider under this Agreement sha11 be delivered by Provider to the City by the termination date and there shall be no further obligation of the Ciry to Provider except for payment of amounts due and owing for any authorized work performed and expenses incurred to the date and time of termination. E. 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 records available at its office at all reasonable times during the Agreement period and for six (6) years from the date of the final payment under the contract for inspection or audit by the City, the State Auditor, ar other duly authorized representative. F. Provider agrees to abide strictly by Chapter 13, Minnesota Government Data Practice Act ("MGDPA"), and in particular Minn. Stat. §§13.05, subd. 6 and 11; and 13.37, Subd. 1(b) and Minn. Stat. §§ 138.17 and 1517. All of the data reviewed, created, collected, received, stored, used, maintained, or disseminated by the Provider is subject to the requirements of the MGDPA and the Provider must comply with these requirements as if it were a governmental entity. Provider shall not, at any time, directly or indirectly, reveal, report, publish, duplicate, or o�s-�c�� othenvise disclose or divulge any information designated as not public data under the MGDPA, to any Yhird pariy, in any way whatsoever, unless: 1) it is acting with written consent of the Ciry; or 2) it is legally compelled by a court of law with proper jurisdiction, in which case the disclosure will be made only to the extent legally required by court order. The remedies in Section 13.08 apply to the Provider. If any provision in this A�eement is in conflict with the Minnesota Government Data Practices Act or other Minnesota state 1aws, state law shall control. SECTION 7: Equal Opportunity Employmen� A. The Provider will not d%scriminate against any employee or applicant for employment for work under this Agreement because of race, creed, relia on, color, sex, sexual or affectional orientation, national 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 wSthout regard to the same. This provision shall include, but not be limited to the following: employment, upgrading demotion, or transfer; recnutment advertising, layoff or termination; rates of pay or their forms of compensation; and selection for training, including apprenticeship. SECTION 8: Compliance With Applicable Law. A. Provider agrees to comply with all federal, state, and local laws ar ordinances, and all applicable rules, regulations, and standards established by any agency of such governmental units, which are now or hereafter promulgated insofar as they relate to the Provider's performance of the provisions of this Agreement. It sha11 be the obligation of the Provider to apply for, pay for, and obtain all pernuts andior licenses required. SECTION 9: Conflict of Interest. A. Provider will not contract for or accept employment for the performance of any work ar services with any individual, business, cotparation, or governmental unit that would create a conflict of interest in the performance of the 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 Administrative Code, to the same extent as said provision applies to the City: "Except as permitted by law, no City official 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 becomes known, Provider will immediately advise the Project Manager of the situation so that a determination can be made about Provider's ability to continue performing services under the Agreement. SECTION 10: Insurance. � o�- �o�� A. Provider shall be required to carry insurance of the kind and in the amounts shown below for the life of the contract. Insurance certificates should state that the City, together with their respective officials, employees, agents and representatives are named as Additional Insureds. 1. Public Liability Insurance a) Bodily Injury: �1,000,000 each occurrence, $2,040,000 ag�egate. b) Property Damage: $1,000,000 each accident, $2,000,000 aggegate. c) Policy must include an"all services, products, or completed operations" endorsement. 2. Automobile Insurance Business use of personal auto: $1,000,000.00 aggregate 3. Workers Compensation and Employer's Liability a) Worker's Compensation per Minnesota Statute b) Employer's Liability shall have minimum limits of $SOQ000 per accident; $500,000 per employee. ' c) 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 Liability Insurance: $1,00�,OOQ per occurrence, $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 oFinsurance must indicate if the policy is issued on a claims-made or occurrence basis. All certificates of itisurance shall provide that the City's Froject Manager be given not less than thirty (30) days prior written notice of cancellation, 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 enors and omissions coverage. bj Upon request by the Project Manager, the Provider shall provide a Certificate of Insurance Yo the City covering a11 of the insurance required fox this Project. Insurance required under this Agreement must remain in place for the duration of this Agreement and any extensions thereof. c} The City reserves the right to review Provider's insurance policies at any time, 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. ��- �c��� e) Satisfaction of policy and endorsement requirements far General Liability and Auto Insurance, of "each occurrence" and "aggregate" limits can be met with an umbrella or excess policy with the same minimum monetary limits written on an occurrence basis, providing it is written by the same insurance carrier. SECTION ll: Independent Contractor. A. It is ageed by the parties that, at all tunes and for all purposes within the scope of this Agreement, the relationship 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 12. Subcontracting. A. Except for those other persons retained by the Provider to serve on the RNC Public Safety Planning And Implementarion Review Commission, the Provider agrees not to enter into any subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the City. SECTION 13. [Reserved} SECTION 14. Assignment A. The City and Provider each binds itself and their respecrive successors, legal representatives, and assigns of such other party, with respect to ail covenant 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 15. Termination. A. Unless terminated earlier in accordance with this Agreement, this Agreement will continue in full force and effect until completion of the Project. Notwithstanding the foregoing, this Agreement may be terminated without cause, by either pariy, by the terminating party giving no less than thirty (30) calendar day's written notice of the intent to tersninate to the other party. SECTTON 16: Remedies. A. In the event of termination as set forth in Section 15, the City shall have tbe right to immediately cease payment hereunder, and will only be obligated to pay Provider for those services actually, timely, and faithfully rendered up to the date of transmision of the notice of termination and thereafter until the date of termination. Neither the City nor the Provider shall be entitled to the recovery of any consequential damages ar attorney fees related to a ternunation or an event of default hereunder. o� �c�� SECTION 17: Amendment or Changes to Agreement A. City or Provider may request changes that would increase, decrease, or otherwise modify the Scope of Services. Such changes and method of compensatian must be authorized in writing in advance by the City. B. Any alterat3ons, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when reduced to writing and duly signed by the parties. C. Modifications or addifional schedules shall not be construed to adversely affect vested rights ar causes of action which haue accrued prior to the effective date of such amendment, modification, or 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 18. Nofices. A. Except as otherwise stated in this Agreement, any notice or demand to be given under this Agreement sha11 be delivered in person, by electronic mail, or deposited in United States Certified Mail, Return Receipt Requested. Any notices or other communications shall be addressed as follows: To City: Erin Dady 300 City Hall St. Paul, MN 55102 To Provider: Andrew M. Luger 200 South Sixth Street, Suite 1200 Mpls., MN 55402-1415 Email Address: erin.dadv c�r ci.stpaulmn.us Email Address: aluger@gr-espel.com SECTION 19. Waiver. A. Any failure of a party to assert any right under this Agreement shall not constitute a waiver or a ternunation of that right, this Agreement, or any of this AgreemenYs provisions. SECTION 20. Survival of Obligation. A. The respective obligarions 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 expirarion hereoE B. If a court or governmental agency with proper jurisdiction determines that this Agreement, ar a provision herein is unlawful, this Agreement or that provision, shall terminate. o�-�o�� If a provision is so tenninated but the parties legally, commercially, and practicably can continue this A�eement without the ternunated provision the remainder of this A� shall continue in effect SECTION 2L Interpretarion of Agreement, Venue. A. 'I'his A�eement shall be interpreted and construed according to the laws of tbe State of Minnesota. All litigation related to this A�eement shalt be venued in the District Court of the County of Ramsey, Second Judicial District, State of Minnesota. SECTION 22. Force Majeure. A. Neither the City nor the shall be held responsible for performance if its performance is prevented by acts or events beyond the pariy's reasonable control including, but not limited to: severe weather and storms, earthquake or other natural occurrences, strikes and other labor unrest, power failures electrical power surges or current fluctuations, nuclear or other civil military emergences, or acts of legislative, judicial, executive, or administrative authorities. SECTION 23. Entire Agreemen� A. It is understood and agreed that this entire Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matters herein. ��"S -1,C��� IN WITNESS WHERE OF, the parties hereto are authorized signatories and have executed this Professional Services Agreement, made effective the day and year first above written. For the Provider: Thomas B. Heffelfinger, Attorney at Law Best & Flanagan LLP 225 South Sixth Street, Suite 4000 Minneapolis, MN 55402-4690 Andrew M. Luger, Attorney at Law Greene Espel LLP 200 South Sixth Street, Suite 1200 Minneapolis, MN 55402-1415 For the City: Its: Mayor Its: Director, Office of Financial Services Approved as to form: By Its: City Attorney o� - �o�g ATTACHMENT A Attachment A will be provided prior to the October 1, 2048 City Council Meering. 10 O�- tU�l�i Republican Nafional Convenflon Public Safety Planning and Implementafion Commission Scope of Review Attomeys Thomas B. Heffetfinger of Best and Flanagan LLP and Andrew M. Luger of Greene Espel PLLP will serve as Co-Chairs of the Commission. The Commission shall conduct an independent review of Law EnforcemenYs interactions with the community during the Republican Narional Convention held in St. Panl from September 1— 4, 2008. The review will focus on: Identifying and Analyzing Law Enforcement's Public Safety Plan; E�mining the Implementarion of the Plan, including Law Enforcement's gathering, training and equipping the personnel participating in public safety efforts at the Convenrion; and • Determining and Evaluating how Law Enforcement Executed the Plan before and during the Convention. The Commission's review will be limited to Law Enforcement's interactions with the community and its planning, implementation and execurion of its public safety efforts outside of the Xcel Energy Center. In addirion, the Commission will limit its review to institutional implementation and execurion by L,aw Enforcement and shall not include an evaluation of the conduct of specific individuals. The Commission will provide a written report to the City expressing its findings and conclusions. In order to gather information for its work, the Commission will: review documents related to tltese topics; interview individuals involved in the planning, implementation and execution efforts; review videotape footage of specific events that took place in St. Paul and Minneapolis during the Convention; and solicit input from the public, including people involved in protest activiries, journalists and others. In this regard, the Commission will hold at least one public fonun to solicit recommendations from the public relevant to its work.