08-260Council FIIe # ��
Green Sheet # 3050853
RESOLUTION
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Presented
SAINT PAUL, MINNESOTA
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WHEREAS, the City of Saint Paul has the need for extra assistance to monitor and advocate for passage of the 2008
City of Saint Paul I.egislarive Agenda at the federal and state level; and
WHEREAS, the proposed legislative service a�eements are attached to this resolurion; and
WHEREAS, pursuant to rhe Saint Paul Administrative Code, Section 45.03, as adopted by the Ciry Council,
November 24, 2QQ4, requires prioc authorizarion by the City Council for any lobhyist to engage in lob6ying acrivities
on behalf of the city; and
RESOLVED, that the Council of the City of Saint Paul approve of the retenrion of LoclQidge, Grindal, Nauen, and
Goff & Howard as legislarive consultants for 2008.
Bostrom
Carter
Harris
Helgen
Stark
Thune
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AdoptedbyCouncil: Date
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Adoption Certified b�ouncil Secretary By;
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MO — MaYors 6ffice
ConWCt Person & Phone:
Sara Grewing
266-8527
Must Be on Council Aaen
Doc.Type: RESOLUTION
E-DOCUment Required: N
Document ConWCt:
Contact Phone:
10.MAR-08
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Number
For
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Total # of Signature Pages _(Clip All Locations for Signature)
Green Sheet NO: 3050853
0 a or's OfSce
1 avor's Office De arhnent Director
2 ' Attorne
3 oPs OfSce MavorlASSistant
4 ouncil
5 i Clerk Ci Clerk
Council Resolution to approve of the retenrion of Lockridge, Cttindal, Nauen and Goff & Howazd as Legislative Services Consultants
for 2008. They will assist us to monitor and advocate for passege of the 2008 City of Saint Paul Legislative Agenda at the state and
federal level.
iaazwns: Hpprove (n) or rt
Planning Commission
CIB Committee
Civil Service Commission
1. Has this person/firm ever worked under a contrect for this department?
Yes Na
2. Has this person/firm ever been a city employee?
Yes No
3. Does this person/firm possess a skill not nortnally possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
Initiating Probiem, lssues, Opportunity (Who, What, When, Where, Why):
REVGI V �U
Advantages If Approved:
Disadvantages If Approved:
DisadvanWges If Not Approvetl:
ToWI Amount of
Trensaction:
Furtding Source:
Fi nancial Information:
(Explain)
March 10, 2008 937 AM
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CosURevenue BudgeMd:
Activity Number:
Page 1
OS- 2��v0
Agreement # 02-
Between the City of Saint Paul and LOCKRIDGE GRINDAL NAUEN P.L.L.P
TF3IS AGREEMENT, made and entered into this 1 st day of 3anuary, 2008, by and
between the City of Saint Paul, Minnesota, a municipal corporarion under the laws of the State of
Minnesota, hereinafter refened to as"City," and I,oclQdige Grindal Nauen P.L.L.P. whose
address is 100 Washington Avenue South, Minneapolis, MN 55041, Suite 2200, hereinafter
referred to as "Consultant "
The City and Consultant , in consideration of the mutual terms and conditions, promises,
covenants, and payments hereinafter set forth, agree as follows:
SECTION 1. Scope of Services.
Consultant agrees to provide assistance in monitoring, reporting and lobbying related
to certain state legislarive and administrative matters as described herein. The specific
tasks, deliverables, time lines, etc. that make up these services are as follows:
A. Monitor appropriate committees on issues relevant to the City
B. Monitor all bill introductions for bills relevant to the City
C. Monitor all relevant House and Senate Floor Sessions
D. Provide timely written and oral reports to City contacts as requested
E. Responsible for filing various campaign finance reports with the State of
Minnesota as required.
SECTION 2. Time For Completion.
A. The sezvices rendered by Consultant shall be commenced upon execution
of the Agreement and notification by the City to proceed and will be for a term of one year
commencing January 1, 2008 through December 31, 2008, subject to termination as provided
herein.
B. Consultant shall not proceed with any task without specific authorization from the
Project Manager designated by the City.
C. In the event that there are delays caused by actions of the City or which may be
reasonably requested by the Consultant which can change the completion date, Consultant shall
request an extension of time for completion of the project. The Project Manager will review the
request and may grant to the Consultant such extensions of contract time as may be reasonable.
SECTION 3. Billings and Payment.
A. That for ConsultanYs faithful performance of this Agreement, the City hereby agrees
to compensate Consultant in the amount(s) and according to the schedule that follows.
Twelve monthly installment payxnents of
B. The above amounts shall fully compensate Consultant for all work and associated
costs. The City will honor no claim for services andlor costs provided by the Consultant not
specifically provided for in this Agreement. Total costs for the project shall not exceed
$ , not including reimburseable expenses. In the event the City requests
og�a��
additional work not covered in the scope of the contract, such changes and or additions shall be
executed as an amendment to this A�eement.
C. Consultant shall submit an itemized invoice monthly. Upon receipt of the invoice and
verification of the charges by the Project Manager, the City shall make payment to Consultant
witkun thirty (30) days.
D. In the event the Consultant fails to comply with any terms or conditions of the contract
or to provide in any manner the work or services as agreed to herein, the City reserves the right
to withhold any payment until the City is satisfied that conecrive action has been taken or
completed. This oprion is in addition to and not in lieu of the City's right to termination as
provided in the sections of this Agreement.
SECTION 4. Project Management
A. The City requires the Consultant to assign specific individuals as principal project
members and to assure that the major work and coordination will remain the responsibility of
these individuals during the term of the Agreement. Removal of any principal project member
without replacement by equally qualified individuals or without the prior written approval of the
City is grounds for termination of the Agreement by the City. ConsultanYs principal project
members are:
H. Theodore Grindal, Partner/Director Government Relations
B. The City has designated Ann Mulholland, Deputy Mayor, as the Proj ect Manager far
this Agreement, and the individual to whom all communications pertaining to the Agreement
shall be addressed. The Project Manager shall have the authority to transmit instructions, receive
information, and interpret and define the City's policy and decisions pertinent to the work
covered by this Agreement.
SECTION 5: City Responsibilities.
A. The City agrees to provide Consultant with access to any information from City
documents, staff, and other sources needed by Consultant to complete the work described herein.
B. City will be responsible far any lobbyist principal and lobbyist registration fees
imposed by the State of Minnesota.
C. Campaign Finance Reporting: The City shall maintain records in sufficient detail tc
accurately complete required campaign financing reports and shall make such records a�ailable
to the Consultant at least five (5) days prior to any reporting deadline.
SECTION 6. Work Produrts, Records, Dissemination of Information.
A. For purposes of this Agreement, the following words and plu�ases 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
Consultant's services under this Agreement.
"Supporting documentation " shall mean any surveys, questionnaires, notes, research,
papers, analyses, whether in written, electronic, or in other format and other evidences used to
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generate any and all work performed and wark products generated under this Ageement.
`Business records" shall mean any books, documents, papers, account records and other
evidences, whether written, electronic, or in other forma, belonging to Consultant and pertaining
to work perforxned under this A�eement.
B. All deliverable work products and supporting documentation that result from the
ConsultanYs services under this Agreement shall be delivered to the City and shall become the
property of the City after final payment is made to the Consultant with no right, title, or interest
in said work products or supporting documentation vesting in Consultant .
C. The Consultant agrees not to release, transmit, or otherwise disseminate information
associated with or generated as a result of the work performed under this Agreement without
prior lrnowledge and written consent of the City.
D. In the event of termination, all documents finished or unfinished, and supporting
documentation prepared by the Consultant under this Agreement, shall be delivered to the City
by Consultant by the termination date and there shall be no further obligation of the City to
Consultant except for payxnent of amounts due and owing for work performed and expenses
incurred to the date and time of termination.
E. The Consultant agrees to maintain all business records in such a manner as will
readily conform to the terms of this Agreement and to make such materials available at its office
at all reasonable times during this Agreement period and for six (6) years from the date of the
final payment under the contract for audit ar inspection by the City, the Auditar of the State of
Minnesota, ar other duly authorized representative.
F. Consultant agrees to abide strictly by Chapter 13 ,Minnesota Government Data
Practice Act , and in particularMinn. Stat.§§ 13.05, subd. 6 and 11; and 13.37, subd. 1(b) and
Minn. Stat §§ 138.17 and 15.17. All ofthe data created, collected, received, stored, used,
maintained, or disseminated by the Consultant in performing functions under this Agreement is
subject to the requirements of the Minnesota Government Data Practices Act and Consultant
must comply with those requirements as if it were a governmental entity. The remedies in Minn
Stat. § apply to the Consultant. If any provision of this Agreement is in conflict with the
Minnesota Government Data Practices Act or other Minnesota state laws, state law shall control.
SECTION 7. Equal Opportunity Employment.
A. Pursuant to Chapter 183 of the Saint Paul Legislative Code and its implementing
rules, Consultant will not discriminate against any employee or applicant for employment for
wark under this Agreement because of race, creed, religion, color, sex, sexual or affectional
orientation, national origin, ancestry, familial status, age, disability, marital status, ar status with
regard to public assistance and will take affirmative steps to ensure that applicants are employed
and employees are treated during employment without regard to the same.
This provision shall include, but not be limited to the following: employment, upgrading,
demotion, or transfer; recruitment advertising, layoff or termination; rates of pay or their forms
of compensarion; and selection for training, including apprenticeship.
SECTION 8. Compliance With Applicable Law.
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A. Consultant agrees to comply with all federal, state, and local laws or ordinances, and
all applicable rules, regulations, and standazds established by any agency of such governmental
units, which are now or hereafter promulgated insofar as they relate to the ConsultanYs
performance of the provisions of this Agreement. It shall be the obligation of the Consultant to
apply for, pay for, and obtain all pernuts and/or licenses required.
SECTION 4. Conflict of Interest.
A. Consultant a�ees that it will not contract for or accept employment far the
performance of any work or services with any individual, business, corporation, or government
unit that would create a conflict of interest in the performance of its obligations pursuant to this
Agreement with the City.
B. Consultant's acceptance of this Agreement indicates compliance with Chapter 24.03
of the Saint Paul Administrative Code: "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. Consultant agrees that, should any conflict or potential conflict of interest become
known, Consultant will advise the Purchasing Systems Manager of the situation so that a
determination can be made about ConsultanYs ability to continue performing services under the
Agreement.
SECTION 10. Insurance.
A. Consultant shall be required to carry insurance of the kind and in the amounts shown
below for the life of the contract. Certificates for General Liability Insurance should state that the
City of Saint Paul, its officials, employees, agents and representatives are Additional Insureds.
General or Business Liability Insurance
Effective January 1, 2008:
$1,200,000 per occurrence
$2,000,000 aggregate per project
$2,000,000 products/completed operations total limit
$1,200,000 personal injury and advertising
Policy must include an"all services, products, or completed operations"
Endorsement when appropriate.
Automobile Insurance-(When Commercial vehicles are used in connection with a
contract)
a. Bodily Injury $ 750,000 per person
$1,000,000 per accident
b. Property Damage not less than $50,000 per accident
Coverage shall include: hired, non-owned and owned auto
Automobile Insurance — (When Personal vehicles are used in connection with a contract,
the City is not required to be named as Additional Insured, but proof of insurance is
required prior to commencement of activities.)
a. Bodily Injury $30,000 per person
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$60,000 per accident �� �a (�j�
b. Properry Damage $20,000 per accident
Automobile Insurance — (When Rental vehicles aze used in connection with a contract,
the Contractor shall either purchase insurance from the rental agency, or provide City
with proof of insurance as stated above.
3. Worker's Compensatzon and Employer's Lzability
a. Worker's Compensation per Minnesota Statutes
b. Employer's Liability shall have minimum limits of $500,000 per accident;
$500,000 per employee; $500,000 per disease policy limit.
c. Contractors with 14 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 and a statement that they do not carry this coverage.
b. The Contractor may not commence � work until Certificates of Insurance covering
all of the insurance required for this project is approved and the Project manager has
issued a notice to proceed. Insurance must remain in place for the duration of the
original contract and any extension periods.
c. The City reserves the right to review Contractar's insurance policies at any time to
verify that City requirements have been met.
d. Nothing shall preclude the City from requiring Contractor to purchase and provide
evidence of additional insurance if the scope of services change, if the amount of the
contract is significantly increased, or if the exposure to the City or its citizens is
deemed to have increased.
e) Satisfaction of policy limits required above for General Liability and Automobile
Liability Insurance, may be met with the purchase of an umbrella or excess policy.
Any excess or uxnbrella policy shall be written on an occurrence basis, and if such
policy is not written by the same insurance carrier, the proof of underlying policies
shall be provided with any certificate of insurance.
SECTION 11. Independent Contractor.
A. It is agreed by the parties that, at all times and for all purposes within the scope of the
Agreement, the relationship of the Consultant to the City is that of independent contractor and
not that of employee. No statement contained in this Agxeement shall be construed so as to find
Consultant an employee of the City, and Consultant shall be entitled to none of the rights,
privileges, or benefits of Saint Paul employees.
SECTION 12. Subcontracting.
A. The Consultant agrees not to enter into any subcontracts for any of the work
contemplated under this Agreement without obtaining prior written approval of the City.
SECTION 13. Hold Harmless.
A. The Consultant shall indemnify, save and hold harmless, protect, and defend the City,
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its officers, agents, and employees from all clanns, actions or suits of any character brought for
or on account of any claimed or alleged injuries or damages received by any person or property,
including the City, resulting from any act or omission by any person employed by Consultant in
canying out the terms of this Agreement.
SECTION 14. Assignment
A. The City and the Consultant each binds itself and its successors, legal representatives,
and assigns of such other party, with respect to all covenants of this Agreement; and neither the
City nor the Consultant will assign or transfer their interest in this Agreement without the
written consent of the other.
SECTION 15. Termination.
A. Tkus Agreement will continue in full force and effect until completion of the project as
described herein unless either party terminates it at an earlier date. Either party to this Agreement
may terminate it by giving no less than thirty (90) days written notice of the intent to terminate to
the other party.
B. With Cause. The City reserves the right to terminate this Agreement without notice if
the Consultant violates any of the terms or does not fulfill, in a timely and proper manner, its
obligations under this Agreement as determined by the City. In the event that the City exercises
its right to withhold payment or terminate under this Section, it shall submit written notice to the
Consultant specifying the extent of such withholding or termination under this Section, the
reasons therefare, and the date upon which such witY�holding or ternunation becomes effective.
Upon receipt of such notice, the Consultant shall take all actions necessary to discontinue further
commihnents of funds to the extent that they relate to the terminated portions of this Agreement.
C. In the event of termination, the City will pay Consultant for all services actually,
timely, and faithfully rendered up to the receipt of the notice of termination and thereafter until
the date of termination. The Consultant will deliver all work products and supporting
documentation developed up to the time of termination priar to the City rendering final payment
for service.
SECTION 16: Default by Consultant.
A. In the event Consultant fails ar neglects to comply with any term or condition of this
Agreement or to provide the services stated herein, City shall have the right, after written notice,
to cease payment hereunder. This remedy shall be in addition to any other remedies, including
termination, available to the City in law or equity. The City shall be entitled to recover
reasonable attorney's fees and costs of collection associated with enforcing its rights hereunder.
SECTION 17. Amendment or Changes to Agreement.
A. City or Consultant may request changes that would increase, decrease, or otherwise
modify the Scope of Services. Such changes and method of compensation must be authorized in
writing in advance by the City.
B. Any alterations, amendments, deletions, ar waivers of the provisions of this
Agreement shall be valid only when reduced to writing and duly signed by the parties.
C. Modifications ar addirionai schedules shall not be construed to adversely affect vested
rights or causes of action which have accrued prior to the effective date of such amendment,
modification, or supplement. The term "this AgreemenY' as used herein shall be deemed to
DB�a-lob
include any future amendments, modifications, and additional schedules made in accordance
herewith.
SECTION 18. Notices.
A. Except as otherwise stated in this Agreement, any notice or demand to be �ven under
this Agreement shall be delivered in person or deposited in United States Certified Mail, Retum
Receipt Requested. Any notices or other communicarions shall be addressed as follows:
To City:
Ann Mulholland
Deputy Mayor
City of Saint Paul
320 City HalUCourt House
15 W. Kellogg Blvd.
Saint Paul, MN 55401
To Consultant :
H. Theodore Grindal
Partner/Director Government Relations
Lockridge Grindal Nauen P.L.L.P.
100 Washington Avenue South
Suite 2200
Minneapolis, MN 55401
SECTION 19. Waiver.
A. Any fault of a party to assert any right under this Agreement shall not constitute a
waiver or a termination of that right, this Agreement, or any of this AgreemenYs provisions.
SECTION 20. Survival of Obligations.
A. The respective obligations of the City and Consultant under these terms and
conditions, which by their nature would continue beyond the termination, cancellation, or
expiration hereof, shall survive termination, cancellation or expiration hereof.
B. If a court or governmental agency with proper jurisdiction determines that this
Aa eement, or a provision herein is unlawful, this Agreement or that provision, shall terminate.
If a provision is so terminated but the parties legally, commercially, and practicably can continue
this Agreement without the terminated provision, the remainder of this Agreement shall continue
in effect.
SECTION 21. Interpretation of Agreement, Venue.
A. This Agreement shall be interpreted and construed according to the laws of the State
of Minnesota. All litigation related to this Agreement shall be venued in the District Court of the
County of Ramsey, Second Judicial District, State of Minnesota.
SECTION 22. Force Majeure.
A. Neither the City nor the Consultant shall be held responsible for performance if its
performance is prevented by acts or events beyond the party's reasonable control, including, but
not limited to: severe weather and storms, earthquake or other natural occurrences, strikes and
other labor unrest, power failures, electrical power surges or current fluctuarions, nuclear or other
civil military emergencies, or acts of legislative, judicial, executive, or administrative authorities.
SECTION 23. Entire Agreement.
A. It is understood and agreed that this entire Agreement supersedes all oral agreements
and negotiarions between the parties relating to the subject matters herein.
IN WITNESS WHEREOF, the parties hereto aze authorized signatories and have
executed this Agreement, the day and year first above written.
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For the City of Saint Paul: For Consultant:
Approved as to form:
Assistant City Attomey
Executed:
Director, Office of Financial Services
Funding:
Activity #
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Its
TaYpayerID:
Prepared by: CAS/SEF-2-6-08
Agreement # 02- �O �a �b
Between the City of Saint Paul and Goff & Howard Inc.
THIS AGREEMENT, made and entered into this lst day of February, 2008, by and
between the City of Saint Paul, Minnesota, a municipal corporarion under the laws of the State of
Minnesota, hereinafter referred to as "City," and Goff & Howard, whose address is 255 E.
Kellogg Blvd., Suite 102, Saint Paul, MN 55101, herein after referced to as "Consultant"
The Ciry and Consultant, in consideration of the mutual terms and condirions, promises,
covenants, and payments hereinafrer set forth, aa ee as follows:
SECTION 1. Scope of Services.
Consultant agrees to provide lobbying services Lobbying services related to
]eading,the City's lea slarive initiarive for RiverCentre debt relief and Xcel Arena State loan
forgiveness. This contract is for the timeframe between Febmary and May, 2008. The
specific tasks, deliverables, time lines,
etc. that make up these services aze as follows:
A. Monitor appropriate legislarive committees
B. Monitor all bill introductions for bills relevant to the RCVA/Xce] legislarive
initiarive
C. Monitor all relevant House and Senate Floor Sessions
D. Provide rimely wdtten and oral reports to City contacts as requested
8. Responsible for filing various campaign finance reports with the State of
Minnesota as required.
SECTION 2. Time For Completion.
A. The services rendered by Consultant shall be commenced upon execution
of the Agreement and notification by the City to proceed and will be completed in accordance
with the schedule mutua1ly ageed upon with the City which follows, but no later than one year
from the effective date of this Agreement.
• Contract is for a four month period commencing in February and
being completed by May 31, 2008.
B. Consultant shall not proceed with any task without specific authorizarion from the
Pro}ect Manager designated by the City.
C. In the event that there are delays caused by actions of the Ciry or which may be
reasonably requested by the Consultant which can change the completion date, Consultant shall
request an extension of rime for completion of the project. The Project Manager will review the
request and may grant to the Consultant such extensions of contract rime as may be reasonable.
SECTION 3. Billings and Payment.
A. That for ConsultanYs faithful perfottnance of this Agreement, the City hereby agrees
to compensate Consultant $12,000 per month for four months.
B. The above amounts shall fully compensate Consultant for all work and associated
costs. The CiTy wil] honor no claim for services and/or costs provided by the Consultant not
specifically provided for in this Agreement. Total wsts for the project shall not exceed
$48,000.00.
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C. Consultant shall submit an itemized invoice monthly. Upon receipt of the invoice and
verification of the chazges by the Project Manager, the City shall make payment to ConsulTant
within thirty (30) days.
D. In the event the Consultant fails to comply with any terms or conditions of the contract
or to provide in any manner the work or serrices as agreed to herein, the City reserves the right
to withhold any payment unti] the City is sarisfied that corrective action has been taken or
completed. This oprion is in addition to and not in lieu of the City's right to termination as
provided in the sections of this Agreement.
SECTION 4. Project Management
A. The City requires the Consultant to assign specific individuals as principal project
members and to assuce that the major work and coordinarion will remain the responsibility of
these individuals during tbe term of the Agreement. Removal of any principal project member
without replacement by equally qualified individuals or without the prior written approva] of the
City is grounds for teimination of the Agreement by the City. ConsultanYs principal project
member is: Kris Amundson
B. The City has designated Sara Grewing, Chief of Staff to the Mayor, as the Project
Manager for this Ageement, and the individual to whom all communicatione pertaining to the
Agreement shall be addressed. The Project Manager shall have the authority to transmit
inshuctions, receive informarion, and interpret and define the City's policy and decisions
pertinent to the work covered by this Agreement.
SECTION 5: City Responsibilities.
A. The City agrees to provide Consultant with access to any information from City
documents, staff, and other sources needed by Consultant to complete the work described hecein.
B. City will be responsible for any ]obbyist principal and lobbyist registrarion fees
imposed by the State of Minnesota.
C. Campaign Finance Repoeting: The Ciry shall maintain records in sufficient detail to
accurately complete required campaign financing reports and shall make such records available
to the Consultant at least five (5) days prior to any reporting deadline.
SECTION 6. Work Products, Records, Dissemination of Information.
A. For purposes of this Agreement, the following words and phrases shal] have the
meanings set forth in this section, except where the context clearly indicates that a different
meaning is intended.
"Workproduct" shall mean any report, recommendarion, paper, presentation, drawing,
demonstrarion, or other materia1s, whether in written, electronic, or other format Yhat results from
ConsultanYs services under this Agreement.
"Supporting documentation" shall mean any suroeys, quesrionnaires, notes, research,
papers, analyses, whether in written, electronic, or in otfier format and other evidences used to
genernte any and all work performed and work ptoducts generated under this Agreement.
`Business records" sha]] mean any books, documents, papers, account records and other � ��� b
evidences, whether written, electronic, or in other forma, belonging to Consultant and pertaining
to work perfonned under this Agreement.
B. All deliverable work products and supporting documentation that result from the
ConsulianYs services under this Agreement shall be delivered to the Ciry and shall become the
property of the City after final payment is made to the Consultant with no right, title, or interest
in said work products or supporting documentarion vesring in Consultant .
C. The Consultant agees not to release, transmit, or otheiwise disseminate information
associated with or generated as a result of the work performed under this Agreement without
prior laiowledge and written consent of the Ciry.
D. In the event of termination, all documents finished or unfin9shed, and supporting
documentation prepazed by the Consultant under this Aa eement, shall be delivered to the City
by Consultant by the termination date and there shall be no further obligation of the Ciry to
Consultant except for payment of amounts due and owing for work performed and expenses
incurred to the date and time of termination.
E. The Consultant agrees to maintain all business records in such a manner as wil]
readily conform to the terms of this Agreement and to make such materials available at its office
at all reasonable times during this Agreement period and for six (6) years from the date of the
final payment under the contract for audit or inspection by the City, the Auditor of the State of
Minnesob, or other duly authorized representarive.
F. Consultant agrees to abide strictly by Chapter 13 ,Minnesota Government Data
Practice Act, and in particular Minn. Stat.§§ 13.05, subd. 6 and 1 I; and 1337, subd. 1(b) and
Minn. Stat §§ 13817 and 15.17. All of the data created, collected, received, stoied, used,
maintained, or disseminated by the Consultant in perfottning functions under this Agreement is
subject to the requirements of the Minnesota Govemment Data Practices Act and Consultant
must comply with those requirements as if it were a govemmenta� enrity. If any provision of this
Agreement is in conflict with the Minnesota Government Daffi Pcacrices Act Qr ofher Minnesofa
state laws, state law shall control.
SECTION 7. Equal Opportunity Employment.
A. Pursuant to Chapter 183 of the Saint Pau] Legislative Code and its implementing
rules, Consultant will not discriminate against any employee or applicant for employment for
work under this Agreement because of race, creed, religion, color, sex, sexual or affectional
orientation, nationa] origin, ancestry, familial status, age, disability, marital sta.tus, or status with
regazd to public assistance and will take affirmative steps to ensure that applicants aze employed
and employees are treated during employment without regazd to the same.
This provision shall include, but noY be limited to the following: employment, upg�ading,
demotion, or tcansfer; zecruirinent advertising, layoff or tesmination; rates of pay oL their forms
of compensation; and selecrion for training, including apprenticeship.
SECTION 8. Compliance With Applicable Law.
A. Consultant agrees to comply with all federal, state, and ]ocal laws or ordinances, and
all applicable rules, regulations, and standaids established by any agency of such governmental
units, which are now or hereafter promulgated insofar as they relate to the ConsultanYs
performance of the provisions of this Ageemem. It shall be the obligation of the Consultant to
apply for, pay for, and obtain all permits and/or licenses required.
SECTTON 9. Conflict of Interest.
A. Consultant agrees that it will not conuact for or accept employment for the
petformance of any work or services with any individual, business, corporation, or govemment
unit that would create a conflict of inteiest in the performance of its obligations pursuant to this
Agreement with the Ciry.
B. ConsultanYs acceptance of this Ageement indicates compliance with Chapter 24.03
of the Saint Paul Administrarive Code: "Except as permitted by law, no City official or employee
shall be a party to or have a direct financial interest in any sale, ]ease, or contract with the City."
C. Consultant agrees that, should any conflict or potential conflict of interest become
known, Consultant will advise the Purchasing Systems Manager of the situation so that a
detem�inarion can be made about ConsultanPs abiliTy to continue performing services under the
Agreement.
SECTION 10. Insurance.
A. Consultant shall be required to carry insui'ance of the kind and in the amounts shown
below for the life of the contract. Certificates for General Liability Insurance should state that the
City of Saint Paul, its officials, employees, agents and representatives aze Additional Insureds.
General ar Business Liability Insurance
Effective January 1, 2008:
$1,200,000 per occurrence
$2,OOQ000 aggregate per project
$2,000,000 products)completed opeca[ions total limit
$1,200,000 personal injury and advertising
Policy must include an "all services, products, or completed operations"
Endorsement when appropriate.
2. Automobile Insurance-(When Commercial vehicles aze used in connection with a
contract)
a. Bodily Injury
$ 750,000 per person
$1,OOQ000 per accident
b. Proper[y Damage not less than $50,000 per accident
Coverage shall inc1ude: hired, non-owned and owned auto
Automobile Insurance — (When Personal vehicles are used in connecfion with a contract,
the CiTy is not required to be named as Additional Insured, but proof of insurance is
required prior to commencement of acrivities.)
a. Bodily Injury
$30,000 per person
$60,000 pec accident
D��a-lvb
b. Property Damage $20,000 per accident
Automobile Insurance — (When Rental vehicles are used in connecrion with a contract,
the Contractor shall either purchase insunnce from the rental agency, or provide City
with proof of insurance as stated above.
3. Worker's Compensation and Employer's Liability
a. Worker's Compensation per Minnesota Statutes
b. EmployePs Liability shall have minimum limits of S500,000 per accident
$500,000 per employee; ^ �500,000 per disease policy limit.
a Contractois with 1Q or fewer employees who do not have Worker's Compensarion
coverage are required to provide the City with a letter verifying their number of
employees and a statement that they do not carry this coverage.
4. Generallnsurance Requirements
a. All policies shal1 be written on an occuirence basis or as acceptable to the City.
Certificate of insurance must indicate if the policy is issued on a claims-made or
occurrence basis. All certificates of insurance shall provide that the Division of
Contract and Analysis Services be given not less than (30) days prior written norice of
cancellarion, non-renewal or any material changes in the policy, including, but not
limited to, coverage amounts. Agent must state on the certificate if company catries
errors and omissions coverage.
b. The Contractor may not commence a� work until Certificates of Insurance covering
all of the insurance required for this project is approved and the Project manager has
issued a norice to proceed. Insurance must remain in place for the duration of the
original contcact and any extension periods.
c. The City reserves the right to review Conri'actor's insu[ance policies at any time to
verify that City iequirements have been met.
d. Nothing shall preclude the City from requiring Contractor to purchase and provide
evidence of additional insurance if the scope of services change, if the amount of the
contract is significantly incxeased, or if the exposuxe to the CiTy or its citizens is
deemed to have increased.
e) Sarisfacrion af policy limits requiied above for General Liabiliry and Automobile
Liabi]ity Insuiance, may be met with the purchase of an umbrella or excess policy.
Any excess or umbrella policy shall be written on an occurrence basis, and if such
policy is not written by the same insurance carrier, the proof of underlying policies
shall be provided with any certificate of insurance.
SECTION 11. Independent Contractor.
A. It is agXeed by the parties that, at all times and for all purposes within the scope of the
Agreement, the xelationship of the Consultant to the City is that of independent contractor and
not that of employee. No statement contained in this Aa eement shall be construed so as to find
Consultant an employee of the Ciry, and Consultant shall be entiUed to none of the rights,
privileges, or benefits of Saint Paul employees.
/i �)
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SECTION 12. Subcontracting.
A. The Consultant agrees not to enter into any subconhacts for any of the work �$ �� ��
contemplated undez this Agreement without obtaining prior written approval of the City.
SECTION 13. Aold Harmless.
A. The Consultant shall indemnify, save and hold harmless, protect, and defend the Ciry,
its officers, agents, and employees from all claims, actions or suits of any characterbrought for
or on account of any claimed or alleged injuries or damages received by any person or property,
including the City, resulring from any act or omission by any person employed by Consultant in
carrying out the terms of this Agreement.
SECTION 14. Assignment.
A. The City and the Consultant each binds itself and its successors, legal representarives,
and assigns of such other party, with respect to all covenants of this Agteement; and neither the
Ciry nor the Consultant will assign or transfer their interest in this Ageement without the
written consent of the other.
SECTION 15. Termination.
A. This Agreement will conrinue in full force and effect until completion of the project as
described herein unless either party terminates it at an eazlier daYe. Either party Yo this Agreement
may terminate it by giving no less than thirty (30) days written norice of the intent to terminate to
the other party.
B. With Cause. The City reserves the right to terminate this Agzeement if the Consultant
violates any of the terms oc does not fulfill, in a rimely and proper manner, its obligations under
this Agreement as detemvned by the City. In the event that the City exercises its right to
withhold payment ox terminate under this Section, it shall submit written nofice to the Consultant
specifying the extent of such withholding or termination under this Section, the reasons
therefore, and tt�e date upon which such withholding or termination becomes effective. Upon
receipt of such notice, the Consultant shall take all actions necessary to discontinue further
commihnents of funds to tlie extent that they relate to the terminated portions of thls Agreement
C. In the event of termination, the City will pay Consultant for all services actually,
timely, and fa.ithfully rendered up to the receipt of the notice of termination and theteafter unril
the date of terminafion. The Consultant will deliver all work products and supporting
documentallon developed up to the rime of termination prior to the City rendering final payment
for service.
SECTION 16: Default by Consultant.
A. In the event Consultant fails ar neglects to comply with any term or condition of th3s
Agreement or to provide the services stated herein, Ciry shall have the right, a8er written norice,
to cease payment hereunder. This remedy shall be in addifion to any other remedies, including
termination, available to the City in law or equity. The City shall be enritled to recover
reasonable attorney's fees and costs of collecrion associated with enforcing its rights hereunder.
SECTION 17. Amendment or Changes to Agreement.
A. City or Consultant may request changes that would increase, decrease, or otherwise
modify the 5cope of Services. Such changes and method of compensadon must be authorized in
writing in advance by the City.
B. Any alteiations, amendments, deletions, ot waivers of theprovisions of this
Agreement shall be valid only when reduced to wriring and duly signed by the parties.
C. Modificarions or additional schedules shall not be construed to adversely affect vested
rights or causes of acrion which have accmed prior to the effective date of such amendment,
modification, or supplement. The term "this AgeemenY' as used herein shall be deemed to
include any future amendments, modificarions, and additional schedules made in accordance
herewith.
SECTION 18. Notices.
A. Except as otherwise stated in this Agreement, any notice or demand to be a ven under
this Agreement shall be delivered in person or deposited in United States Certified Mail, Return
Receipt Requested. Any norices or other communications shall be addressed as follows:
To City:
Ann Mulholland
Deputy Mayor
Ciry of Saint Pau]
Room 300 City Hal]/Court House
Saint Paul, MN 55102
To Consultant :
Chris Czeorgacas
Goff & Howard Inc.
2S5 E. Kellogg Blvd. — Suite 102
Saint Paul, MN 55102
SECTION 19. Waiver.
A. Any fault of a parry to assert any righi under this Agreemenf shall not constitute a
waiver or a termination of that right, this Agreement, or any of this AgreemenYs provisions.
SECTION 20. Snrvival of Obiigations.
A. The respecrive obligations of the City and Consultant under these terms and
conditions, which by their nature would continue beyond the termination, cancellation, or
expiration hereof, shall survive temvnation, cancellation or expiration hereof.
�� � �I
B. If a court ar governmental agency with proper jurisdicrion deterrrtines that this
Agreement, or a provision herein is unlawful, this Agreement or that provision, shall tettninate.
If a provision is so te[minated but the parties legally, commercially, and practicably can continue
this Agreement witt�out the terminated provision, the remainder of this Agreement shall continue
in effect.
SECTION 21. Interpretation of Agreement, Venue.
A. This Agreement shall be interpreted and conshued according to the laws of the State
of Mmnesota. All 1itigation related to this Agreement shall be venued in the District Court of the
County of Ramsey, Second Judicia] Disri State of Minnesota.
SECTION 22. Force Majeure.
A. Neither the City nor the Consultant shall be held responsible for performance if its
performance is prevented by acts or events beyond the party's reasonable confrol, including, but
not limited to: severe weather and storms, earthquake or othet natural occunences, strikes and
other labor unrest, power failures, electrica] power surges or cunent fluctuations, nucleaz or other
civi] military emergencies, or acts of legislarive, judicial, executive, or administrative authoriries.
SECTION 23. Entire Agreement.
A. It is understood and agreed that this enrire Agreement supersedes all oral agreements
and negotiations between the parties relating to the subject matters herein. � g ��� b
IN WIT'NESS WHEREOF, the parties hereto are authorized signatories and have
executed this Agreement, the day and year first above written.
For the City uf Saint Paul: For Consultant:
Approved astoform:
Assistant City Attorney
Executed:
Mayor or Des' ee
� �
Director, Office of inancial Services
Ann Mulholland, Deputy Mayor
Funding:
TaspayerID:41-13602A4
CAS/sef-2-6-08
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AGREEMENT I3ETWEEAI
TFIE CsIT`Y OF SAENT PAUL ANb
LOC�ItIDGE GRINDA� NAiTEN P.L.L.P.
THIS ACrREEMENT, made and entered into this ist day of Januazy, 2008, by and between
the City of Saint Paul, IvI'umesota, a municipal cnrporation under laws of the 3tate af Iviinnesota,
hereinafier referted to as City, and Lockridge Grindal Nauen P.L.L.P., whose address is Suite 2200,
100 Washington Avenue South, Ivraneapolis, MI�I 554fl1, hereinafter referred to as Consultani.
The City and Consuitant, in considera#ion of the mutual terms and conditions, promises,
covenants, and payments hereinafter sef forth, agree as follows:
SECTION I.
A. Scope of Services.
• Centrai Corridor: This trausit corridor finking ihe downtowns o£ St. Paul and MinneapoIis
has vast potential and the endorsement of Ramsey County and the Meiro Transifways
Devefopment }3oazd. Securing federal funding for this project will involve working with the
House and Senate Transportatian and Appropriations cosnmittees.
Union DepoY p�toject: This uniqne nature ofthis project and the fact that it is a top priority for
the City maCce it one tha# wil! require considerable time and tesources, Challenges include
worldng wifh the Congressional Delegation and the United States Postal Service to relocate
postai operations from the Depot. Also �vital will be securing federa3 ��ausportation fimding
Por restoration of the Depot, as weli as monitozing overall federal railroad dolfazs and the
health of Amhak.
• Biotecfinology investment: The City would like to investigate and imptement a plan to
attract bio#echnology investment to SL PauF. This reqtures coordinafing efforts wi#h the
National Institutes of Health and pxivate biotechnology consortia.
Law Enforcement Progratus: 'T'he City of 3t. Paul is responsible for providing Faw
enforcement protection within the city. These efforts are affected by changes in federaI
fundiag for state and local Iaw enforcement programs. The Ci€y may also seeks specific
appropriations for law enforcement purposes, inclading technology, enforcement programs
and other needs as appropriate.
• Appropriations for transportation and economic development grojects: including ongoiag
efforts to secure federal dollazs to support or develop projects as rec�uested by the City.
36f03&1
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• The City of St Paul has been a nationalleader in ut�lizing Brownfieids grants to cleanup
polluted sites since #he program's incepfion. These granfs have been instrumentai in
allowing the City #o put valuable proper[y back into use for economic development, as well
as protect the environmental heatth of its residents.
• The City of St. PauF, like large cities ttuough the United SfaYes, has expended funds for locai
homeland defense in the watce of the presenf teaorist threat. Additionaily, implamentiag
federal focal securiiy fundiag is a top priority as the City prepares to host the Republican
National Convention in 2008. .
• Cify Priorities: In addition fo atl the issues previousiy identifted the consuttant shall initiate
and direct atl effotts and action is support of public poticy initiarives / issues as directed by
the ciEy.
• Direct Initiative: The City wants greater support of its national efforts to advance St. Paui's
federaI relations objectives. "Fhis includes meeting with City Offinials when traveling to
Waskrington.
• MonitorlAnalqsis of transportation, hoUSing, crime, ficst responder and ecouomic
development: These and other issues are critical for Sf. Paul fo have a comprehensive
vuderstanding of how federal developments and trends will impact the City.
B. Lockridge Grindal Nauen's Agproach to Labbying.
The Consultaut will build a preeise, cost-effective, Cit7-d'uected grogcam that accomplishes
the Ci#y's goals. This pmgram incIudes at least four basic componeats:
Thorough Analysis:
The Consultant, working ctirectly wiih City staff, wiIi carefully and completely analyze each
critical issae area ideni'�#'ied by #he City in Section I.A above, £ocusing on stra#egy, likely acfion
timetables, real and gotential pmblems as well as advantages of various aptions, key pIayers and
other pertinent backgrovnd.
Action Plan:
Using that analysis, the Consultant will work with City staff to prepaze an effective, goal-
specific, St Paul directed government relations strategy.
Primary Source IafotvEation:
The Consuitant will go beyond conventional saurces to get the criticai information directly
from decisian makers that is needed to cazry out activities in Secfion I.A above. Tkte Consttltant
wifi ►nake sure city staff understands the imp&cations of pending decisions azzd work with the
city in determining the best course of acfion.
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ni�t conta�:
The Consultant wiil utilize a two-pronged approach for St Paul. The Consultant wiil put the
City i�rto direct contact witii decision makers in the Administration, Congress and Federal
agencies, making certain that City staff and offtciais meet with the right geople, at #he right time,
to help assure a successfnI outcome.
And, the Consultan# wifi contact them direc#ly, using iYs knowiedge of the issues and close
professionai reIa#ionsiups with key peogle to gaide and impmve legislationof speezal concernto
City o€ficials.
C. The services rendered by CansultanY shall be commenced upon execution of the Agreement
and notification by the City to proceed, aad shall be completed in accordance with the
schedufe mutuatly agreed upon with the City, and in no event later than one year from the
effective date of this Agreemenf.
D. Consuifant shall not proceed with any task wifIwut specific suthorization from the Project
IvFanager designated by the City.
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SECfI011T 2. Billings and Payment.
A. That for Consultant's £aithful performance ofttris Agreement, the Cify hereby agrees
to compensate Consultant in the amounts and accozding to the schedule that foIlows.
�54,266.66 ger month. Total cost oftlte contract shali be $49,944.92. All incidental or
other expenses sha11 be bom solely by Hie wnsultanf.
B. 'I'he above amounts shaII fully compensate Consultant for all work and associated
costs. T'he City will fionor no claim for services andlor cosis provided by the
Consultant not specifically provided for in #�is Agreement.
C. Consultaut shall submit an iteznized invoice each month. Upon rece'spt ofthe invoice
and verification of the charges Uy the Project Manager, the City shall make payment
to Consultant within thirly (30) days.
D. In the evenY #he Consultant fails to comply with any terms or conditions of the
contract, or to provide in any manner the work ar services as agreed to herein, the
City reserves the right eo withhoId any payment until the City is satisfied tfiat
corrective action has been taken or completed. This option is in addition Eo and not
in lieu ofthe City's right to termination as provided in the sections ofthis A.greement.
SECTION 3. Project kVLanagemenG
A. The CiYy requires the Consultant to assign specific individuals as principal projec#
membezs and to assure that the tuajoz work and coordination will remain the
responsibility of#hese individuals duting thetermofthe Agreemeut Removal ofany
principal project member without Teplacement by equally qualified individuats or
withont the prior written approva! of the City is grounds for ternunadon o£ the
Agreement by Yhe City. Conseiltant`s priticipal project members are: Dennis
McGrann
B. The City has deszgnated Luz Frias, DirecWr of External Affairs, as the Project
Manager for tJ�zs Agreement, and the individual to wkom a1i communications
per[aining to the Agreement shail6e addressed. The Project Manager shall have the
authoriiy to transmft iasfructions, receive infocmadon, and interpret and define the
City's policy and decisions pertinent to the work covered by this Agreement.
SECTIOl\ 4. City Responsibilitiies.
A. The City agrees fo provide Consultant with access to any in#'ormation from Ciiy
decuments, staff, and othez sources needed by Consultant to complete the work
described herein.
36IQ3&1
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SECTI4N 5. Work Producfs, Records, I}issemination of Infornnation.
A. For pucposes of this Agreement, the following words and phrases shatf haue the
meanings set forth in this secfion, except where the context clearly indicates that a
different meauing is intended.
"Work product" sfiaFl mean any report, recommendation, paper, presentation,
drawiag, demonstxaraon, ot other materials, whethez in wzitten, electro�ic, oi other
format that resulYs from ConsultauYs sezvices under Yhis Agreament.
"Supporting documet�tation" shall mean any surveys, questionnaires, notes, research,
papers, analyses, whether in written, electronic, or in other format and ofher
evidences used to generate any and all work performed and workproducts generated
under tbis Agreement.
"$usiness records" shall mean any books, documents, gapets, account records and
other evidences, whethez wvritten, electronic, or in other fozms, belonging to
ConsultanY and pertaining to work performed under this Agreement.
B. AII deliverable work pmducts and supgorting documentation that result €rom the
Consuttant's services under fhis Agneemeni shaiI be delivered to the City and sha11
become#he properiy of the City after fuu�I payment is made to theConsultantwith no
right, fifle, or interest in said work products or supporting dacumentation vesting in
Consultant.
C. The Consultant agrees not Yo release, transmit, or otherwise disseminafe in£ormafion
associated rvith or generated as a result of tfle work performed wnder
this Ageeement without ptior 1rnowledge and writSen consent of the City.
D. In the even of termination, atl documents finzshe@ or unfmished, and supporting
documentatian prepazed by the Consulfant under this Agreement, shall be delivered
to the City by Coztsulfant by the termination date and there shall be no fiuthex
obiigatzon of the Cify to Consultant except for payment of amounts due and owing
for work performed and expenses incucred to the date and time of termination.
B. T1te Consultant agrees to maintain all business records in such a manner as will
Feadily conform to the tertns o€this Agreement and to make such materials available
at its office at a(1 reasonable times during tlris Agreement periad axtd for six {6) yeazs
&om the date of the fiaal paymeat under the contract for audit or inspeetion by the
City, the Auditor of the State of Minnesota, or other duly authorized representative.
F. Consultanf agrees to abide strictly by Chapter 13 of the Minnesota Statutes
{Mumesota Government Dafa Practice Act) as weIl as any other applieable federal,
state, and local Iaws or ordinances, and all applicable rules, regulations, and
sYandazds established by any agency of such govemmentai units which are now or
hereafEer promulgated insofaz as they related to #he Consuitant's perforntance of the
provisions of this Agreemen� Consultant agrees to provide informa�on pursuanf #o
Minnesota Statutes, Chapter I3.45.
36I03&I
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SECTION 6. Eqnal Opportuniiy EmpIoyment
A. Consuitant will not discriminate against any emgIoyee or applicaat for employment
for work under this Agreement because of race, color, reiigion, sex, age, or national
origin and will take affumative steps Eo ensure that applicants are employed and
employees are treated during employmentwithou# regazd to race, color, religion, sex,
age, or aarional origin, This provision shall include, but not be limited to the
foilewing: employment, upgrading, demotion, oz Transfer, recruitmenf advertising,
Iayaffor termination, rates of pay or their forms (of compensation, and selection for
training, including apprenticeship.
SECT`ION 7. Compliance With Applicable Law.
A. Consultant agrees to comply with all federal, state, and local laws or ordinances, and
ail appiicable rules, regufatious, and standazds established by any agency of such
govetrunental units, which aze now or hereafter promulgated insofar as they relate fo
Lhe Consultaut's performance of the provisions of this AgreemenL It shall be the
obligation of the Consukant to apply for, pay for, and obtain all pemuts and/or
iicenses required. Thzs Agreement is in compliance with City of Saiirt Paul
Admuusirative Code, Chapfer 45.
S�CTTON 8. Conflict of Interest.
A. Consu�tant agrees that it will not con#zact for or accept employment fox the
performance of any work or services vrith any individuaI, business, corporation, or
govemment unit that would create a con#lict of interest in the perform�ice of its
abligations pursuant to this Agreement with the C4ty.
B. Consultant's acceptauce of this Agreement indicates compliance with Chapter 24.03
of tke 5aint Paul Administrative Code: Exceptas pezmi#ed by law, no City officia[ or
empIoyee shaif be a parEy to or have a direct financiaf interest in any saie, iease, or
contract with the City_
C. Consuitaut agrees that, should any conflict or poCential wnflict of interest become
known, Consultant will advise the Purchasing 3ystems Manager of the situation sro
that a determination can be made about Consultant`s ability to continue perfomcing
services under the Agreement.
36I038-i
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SECTION 9. Iadependent Contractor.
A. It is agreed by the parties that, at all times and for aiF gurposes within the scope ofthe
Agreement, the relationship of the Consaltani to the City is that of independent
coatractor and notthat ofemployee.No statementcontained inthis Agree�nentshall
be construed so as to find Consnitant an emgloy� of the City, and Consultant shall
be emitled to none of tke rights, privileges, or benefits of Saiut Paul employees.
SECTION 10. Sabcontracting.
A. The Consultant agrees not to enter into any subcontracts for any of the work
contemplated under this Agreement without obtaining prior written approval of the
City.
SECTFON Il. FIold Harmless.
A. The Cousuliant shall indemirify, save and hold fiazmless, protect, and defend the City,
its officers, agents, and e�cployees &om all claims, actions or sui#s of any character
haought for ar on accountof any ciaimed or aileged injuries or damages received by
_ any person or propecty, zncluding the City, resuIting from.any ac# or omissian by any
person employed by Consultant in cazrying out the terms of this Agreement.
SEC"i`ION 12. Assignnuent.
A. The City and #he Consultant each binds itseIf and its successors, legal representatives,
and assigns of such other party with respect to alI cavenants of this Agreement, and
meitE�.er the City nor the Consultant will assign or transfer fheir interest in this
Agreement without the wriiten consent of the other.
SECTTON 13. Termination.
A. Tius Agreement wiII continue in fiill force and effect unfil Aecember 3I, 2008 unless
either party terminates it at an easliei date. Either party to this Agreement may
terminate it by giving no Iess than thirty (30) days written noface of khe iatent to
terminate to the other parry.
B. VTith Cause. The City reserves the right #o ternvnate this Ageement ifthe Consultant
vioiates any of ihe terms or does not fuEfill, in a timely and proper manner, its
obIigafions under this Agreement as deternvned by the Ciiy. In the event t6at the Gity
exercises its rightto withhold paymentorteiminate underthis Section, itshall submiE
writ#en notice to the Consultani, specifyiug ihe extent of such withholding or
tennination under this Section, the reasons therefore, and the cta#e upon wluch such
withholding or termination becames effective. Upon receipt of such natice, the
Consultant shall take all actions uecessary to discontinue further commitments of
funds to the extend that they relate to the terminated porfions of this Agreement.
36203&t
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C. In the event of t��nation, fhe City wifl pay Consulfanf for aIl services actvally,
timely, and faithfEalty rendered up to the receipt of the notice of termination and
thereafter until the date oftermination. The Consultant will deliver all workproducts
and supporting docwnentation developed up to tite time of termination prior to the
City reudering Fina3 payment for service.
SECTION 14. Defauit by Consultant
A. In the event Consultant €aiis or neglecfs to comply with any term or condition of ttus
Agreement or to provide the services stated herein, City shall have the ri�ht, after
vrritten aotice, to cease payment hereunder. This remedy shatl be in addition to any
other remedies, including termination, avaiIable to the City in law or equity. The Ciry
shail be entitled to recover reasonable attomey's fees and costs of collection
associafed with enforcing its rights hereunder.
SECTION 25. Amendment or Chaages to Agreemenf.
A. City or Consultant may request changes that would increase, decrease, or otherwise
modify the Scope of Services. Such changes and method of compensation must be
authorized in writing in advance by the City.
B. Any alterations, arnend�nents, deletions, or waivers of the provisions of Uus
Agreement shalI be vaIid oniy when reduced to wrifing and duly signed by ihe
parties.
C. Modifications ar additional schedules shali not be constnxed to adverseIy affect
vested rights or eauses of action whieh have acerued prioz to the effective date of
such amendment, modification, or suppleznent. The term this A�reement as ased
herein shall be de�med to include any future amendments, modifications, and
additional scheduIes made in accordance herewith.
SECITON 16. Notices.
A. Except as otherwise stated in ihis Ageemeirt, any aotice ar demand to be givea under
this Agreement shail be detivezed in person or deposited in United States Cartified
Mail, Ttehirn Receipt Requested. Any notices or other commuaications shali be
addressed as follows:
To City:
IvFichael WiIhelmi
390 Ciiy IialI
15 'West Kellogg Blvd.
Sain# Paul, MN SS IO2
To Consulfant:
Iiarry E. Gallaher
Lockridge Crrindal Nauen P.I,.L.P
Suite 2200
100 Washingfon Avenue S.
Minneapolis, MN 554U1
361038-1
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SECTIOl�T 17. Waiver.
A. Any fault of a parCy to assert any right under this Agreement shall not constiiute a
waiver or a terminafion af that right, this Agreement, or any of f.Uis Agreement's
provisions.
SECTION 18. Survival of Obligafions.
A. The respective obligations of the City and Consultant under ihese terms and
conditions, whioh by their nature wouId confinue beyond the Yermination,
canceliation, or expiraiion heteu� shall survive termination, cancellation or
eacpiraiion hereof.
B. I£ a court or governmental agency with proper jurisdickion determines thaf this
Agreement, or aprovision herein is unIawfuI, fhis Agree;rnent or thatprovision, shatl
terminate. If a provision is so terminated but the parties legally, commercialiy, and
practicably can continue this Agreement witktoat fhe terminated provision, #he
remaznder of Uus Agreement shall continue in effect.
SEC'i'ION 19. Interpretation of Agreement, Venue.
A. This Agreement shall be interpreted and construed according to the laws of tlxe State
of Minnesota. AII lidgation related to ttus Agreement shaIl be venued in the District
Court of the County of 12amsey, Second Judiczai District, State of Ivlinnesota.
SECTIOI�T 20. Force Majeure.
A. Neittzer the City nor the Consultant sha11 be held responsible for performance if its
perfoxmance is prevente@ by acis or events beyoad the party's reasonabie controi,
including, but not limited to: severe weather and storms, eazthquake or other natura�l
occurrences, siiikes and other labor unresf, power failures, electrical powex surges or
current fluctuations, nucIear or other civil military emergencies,
or acts of legisla#ive, judicial, executive, or admizustraiive authorities.
SEC'FID1V 2J. I�surance.
A. ConsultanE shaif maintain insurance at the leveLs speci5ed on the a#tached declaration
pages tivroaghout the term of tfie Agreement.
SECTIOiV 22. Eutire Agreement.
A. It is understood azzd agreed that Yhis entire AgreemenY supersedes aIi oral agreements
and negotiations between t�te parties reIatiag to tha subjeci matters herein.
36I0381
� '
• � i/
IN WTTNESS WHEREOF, the parties hereto kave executed tkis Agreemen� the da� and year
FusY above wretten.
For the City of Saint Paul:
Assistant City Attomey
IvIayor
Ta.acpayer ID: 41-J 340615
Director
Office of Financial Services
Consultaat
IN GVITNBSS'UVHEREOF, fhe duly authorized reptesentatives of Locl¢idge Grindai Alauen,
P.L.L.P. hereto have executed this AgreemenE fhis _ cEay af . 2008.
Nofary Public
City
IN �VITNESS WHEREOF, the duiy authorized represeatatives of the City of 3t. Paul hereto have
executed this Agreement tltis _ day oP , 2008.
Notary Public
36103&1
For Consultant:
� - � -
... .
• :, . .; ���l�,��,�.����.. :�.���� .��,��
..,.._,, -. /
..
���'�� :��� DECLARATI�l��
Policy Nnmber 2362 24
3333outh Seventh Sfreef, Suife 22W; Min�eapolis, Mt� 554ff2
{6E2J 341-4530 {800] 42&1370 fax (800] 3pr1530 '
,LAWYERS PROFESSTONAL I.IABILTT'Y pOLICY
{TffiS IS A CI.ATn7S-1VIAI3� PQ3,ICY - RE,Ap CAREk"ULLI�
Itxm l.
Nsmed Iosured � � '
Lockridge Grindal Nauen P.L.L.P..
Ofliee Addsess
i00 Wash�ngton Avenue Soufh . . .
Suite 2200 '
Minneapolis, MN 55401
[rem z.
PoEicy Period
11fQ1/2007 to 11f0��2008
(theEffectiveDate) . (theExpirationDate)
IbAI A.M., standard time at the address of the Named Insvred stated herein
ltem 3.
Limiis of Liabiliiy
Deductibie Amoun[
$ J Per Cieim
$ ' S,000,000 Aggregate
$ 1 OOA00 ' Per Claim
TOTAL NUMBE$ Og [,AVyyERS: 44
TOTALPREMIT7M: $180,068
ttem 6.
Applicable Sorms and Endorsements:
MLM-l9 (7-03j, MLM-32 (3-06j, MLM-2006 (4-05), MLM-11 �7-03}
MLM-74 (7-03}
In wimess vA�ereo� Minnesuta Iawyers Mu Wal Insurana Company hss cauged this poiicy to he signed
6y its PmideM and Secremry aad wuntersigncd by a duly authorized agent o£the Company.
g �, - �"z'�_��o�.-•--
"`� SoflnJ.BOwdpn.5�retary =
Mi,NF-3C(i.94)
MINNESOTA LAWYERS MUTUAT, TNSTJRANCE COMkANY
�: o
B � — �—�,.�--�, �r--�
' R-gr�Vam .Fareerfer,'BoardoFOir�cCtirsGF�airman
�����
a
x DECIS
srwre FaaM CER3IFICATE flF 1NSURANCE �$ ��� �
i s at � S7ATE FARD11 F1RE ANp CASUAL'fY COMPANY, Biaomington, (llino�
� �I STAT'E FARM GENERAL t{�1StlRAPtCE COMPRNY. Sloomingtos�, iWcwis
� 'ngpdiryhWaerforfhecoverage.s'mdtcated6etow:
ameofpolicyhc�der LOCKRTDGE GRSNDIiL NA.UEN PLLP
AdtlressofpoFicytalder 204 WASAINGTON AVE S STE 2200
lacdDon of cperaNens
_MTNNEAPOI,iS,MN 55401
SAtmFt
Description �ope�atians
The po6eies Ifsted beIow hava been
POUCY NU6RBER I'fYPE OP INSURANCE
�lr7s ir�surartce tndud�: � Produds - Compteted Operations
1'i:�::. � Cantradual Lis68dy
` : � � Undes9round H�ixd Coverage
"ie��' ID Persona! tnJaty
}� Adve�fisiR9 �nJ�Y
❑ Explasion MazartE Coverage
Q CaNapse Hazard Coverage
C7 C,eneral Aggregate F.imft applias to eacit projeet
93—LS-0644-2
EXC�SS LL4BIL17Y
� Utnbreila
PROPER7Y DAMAG�
Eadi Oaumatice $1, QOD, 000
GeneraE/�qg�qate a2,Ofl0,000
Products - Compteted
Opera<ios�s ASSresate $ 2. 000. 000
BQDILY (NJURY AND PROPERTY DAMAGI
(Combined single �imtf�
�ach Ocryrrence $ 3, 000, Q�0
Pari 1 STA7UTORY
Part 2 BODiLY lNJURY
NEIM1EBER
�....
Workers' Compensafion
and Emptoyers Liabifily
TYpE OF 1NSUR4NCE
" Name and Acidress of Certificale iiolder
''Pii�' Ciry of st. 2aul. Its
;. Employees and c7f�icials
15 W Kellagg Blvd
:-3t Pau3.,[NN557.02
�9-994 9 2-80 P6nt� tn IlSA
�j "--
r, :
EachAccident $ 500, 000
OiseaseEachEmployee $SOQ,06Q
m a� ot the aescebed pWiaes are pnceip.d before its
e�itafbn dete, SYpte Fat�rt cv�l iry ta msil a writen rtotir� to
tfte ceRificate hold2r 30 days beFare qnceli�ipn. lfi,
hov+e�sf. tive fa� ta ttta9 such nafice, no obFigaHon or flabll{ty
w[1! be impased an State �8rm or its agenis pr
represent8tives.
��A� • �G�
Se�atute M Autttorized Retxeaen�swe
L s'�
T�te
� l�'��
Rate
: �,����:���, ::� : �•= ,��� .������.��.��
, � ...
' . , : ���� 3 ���� " �"� DECLARATIONS
Policy Number 2362 24
333 SouYh Seventt� Shaet, Suite 2200; MinneapoGs, MN 554D2 vu ��� �
(612j 3d7-d530 (8pQ) 4?2137(1 fax i80p) 3Q�1510 '
T,A'4(''YERS PRQ�`ESSIQNAL T,IABILITI' POLICY
(THIS 7S A CLAIMS-IVIADE pOLICY - TtEAD CAREFI7I„I,'y)
a
Item L . : .
Named Insured - ' -
Lockridge Grmdat Nauen �P.L.L:P.:.
oflice Address . . .. .. .
100 Washington Avenue �outh . . . -
Suife 2200 ' -
Minneapolis, MN 5540i
Itetu 2.
Po]fryPeriod
tilo�i2oo� w 11J0�/20Q8
{th0 ERective Datc) (ffie Expiration Date)
12:01 A,MT, standard Hme at the address of tfie Named Insured stated herein
Limits uf I.iaSili�v
Itetn 4.
Dednctihle Amount
roxaz, rrvrvts�x aF r,aw�ns:
$ 5.040,000 Per Claim
$ ' ' 5,000,00(} Aggregate
$ 100,000 : Per Claim
44 ,
ToTALP][tLNIIUM: $180,068
.�.�. o. .
Appiica6le Fnlms and Eedorsemmts;
ML1V{-19 (7-03), MLM-32 {3-46}, MLM-2000 (4-05J, MLM-13 (7-03)
MLM-74 (7-03j
Iss wip�ess w6aw( MinnewFa Lawyers Mukral Insuranoe Company Bes caused this palicy to be signed
by its President and Secrt�aryand eoontersigned by a duly audwrized agwt of8w Company.
14IDVNESOTA i.AWYERS rili1TUAL INSURANCE COMPANY
g,, � `� -��...._
—� .u,nn �: �W�e.,.��.� •
MLM-34 (SS6I
, ��
B�,_ � �.�,. �.�
� R_SCrcrahh
�-` �'.. � Z�..�,�-��
"�'�� nscis
SiATE FqqM CER77FlCATE O� iNSU(tANCE �$ ��� �
� i s f � Si'ATE FARM FIRE AND CASUAL7Y CaMPANY, Btoomir�gton, ISISnois
(� STA7'� FARM GEl�RAL tNSUCiAMCE C4MPAtJY, Bfeomic�fon, Ilfinois
� 1� 'ngpdfcylmlderlortnecover�es'm7icatedbefow:
emeaFpoBcqhoider LOCKRIDGE GRINDAI. 1dAUEIv PLLP
Addrassatpdicyhoider 100 WASKINGTON AVE S S2E 2200
M2NDTEAPpLI6 MN 55401.
Locatioa atoperations SAMR
a�Ptfan o€aperatiorts
poYwies Bsietl below haye been
PpUCY NUNf�Et2 f TYPH dF IAISiJftflNCE
csus �cRU�a�ce mauaes: � Proaucis-Compteted OperatSons
'(z c;: � �•OI1tl'dCGlB� �f1�i(�+
` ` . � Underground Hazard Coverage
i`��;'„? k�3f Parsoa�ai Snl+n}+
. � AHVe�tisiitg In1�Y
�] Expfasion Harard Coverage
❑ CAIfaAse iia2atd Cove[8ge
� C,e�ral qqgregafe limit aAPlies to each prujea
❑
F�CCESS L1A6tLl`IY
93-z,B-0644-�
� umareus
F�v •Tiu^'�71
Each Oocurrence
Generak Aggregate
Produds - GampleteG
Operatioris A99fe9ate
PROPERTY AAMAGE
S 3., 000, 000
$ 2, QOQ, (1Q0
52.000,000
(Comb(ned Singte Llmt�
� O�cumence g 3, 000, 0�0
6 � Perf 7 STATU70RY
Par! 2 SODiLY iNJtlRY
MUMBER
� .....
Workers' Compensaflon
and Erttptoyers I ia6iliry
TYPE OF iNSURANCE
' i?I2tme and Address of CeRificate HolBer
''��? City pf St. Paul Its
xEmpl.oyees and Offi.cia3s
`25 W Kellogq Bivd
`.St Pau1,MN557.Q2
� 538-987 8 2-BO PAMed In if SA.
� �� _
Eech Accident $ 500, 000
Disease Each EmPloyee $ �00, 000
ii a�ry oc me aescrioe4 pouaes ars car�cHeC heforc its
e�cpiratbn date, Shate Farm w1U try to mael a wriftert no5ce to
ihe �Ritu:afe halder 3� tlays 6efare cxncetlaFian. 1f,
hrnereve+� uve faa #a ma@ s4xie rwfice, na oWigaflon or lfaplifty
wi3t be imposed on State Fsrm or ifs ageMs or
representatNes.
LSL_ /1/9/17 � ///6G/��
Sprtat4re af Authodaed t�P�eoeafat(ve
L�s'/�
Title /
/ ��'��
OErie