Loading...
09-1127Council File # ���1 Green Sheet #3080536 RESOLUTION CITY OF PAUL, MINNESOTA Presented by 13 1 Signatures on the attached council resolution authorizing the City of Saint Paul, Police Department to enter into the attached 2 agreement wluch has an indemnification clause, with the University of Minnesota, through its College of Veterinary Medicine, 3 Veterinary Medical Center, to provide Canine Health Caze Service for pre-certified dogs enrolled as Canine officers. by Depay�+ne�it of. � By: Adopted by Council: Date \�� `�� � Ap� - f T Adoption Certified b c' ecretary By: �� By: ( / Approved M oi: ate [ b � _ B � for Submission to Council cr-��Z � � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � �, DepartmenVOfficelCouncil: : Date Initiated: Pp _ Po��� oe ', „SEP zoo9 Green Sheet NO: 3080536 ' Contact Person & Phone: � ' Chief John Harrinpton ' 266-5588 � -. _--� ___. Assign ' Must Be on Councfl Agenda by (Date): , Num6er � For _- .__ _ _- _ _ _- - -- - - _- - _' Routing Doa Type: RESOLUTION �! Order Deparhnent Se�ToPerson InitiaUDate 0 PoGceDepartment_ _PoliceDepartment_ _ __ 1 PoliceDepertmen[ �- � PohceDeoartnent � 2 CilvAttomey CitYAttorneY ��_ � 3 Fioa Services Di rector �O_ __ � - _-_ -- --� �_ __ _ - .' _ 4 dYi�or'sOff_ice _-_ __.... __._' _ ____Ma'L��--._ � I 5 �Council - ----- - - ---- Comcil , - b C �- - - CiryClerk "-� _ ' - _ _ _-.. .... _. - __-'- - _ — --__ E-Dotumel7tRequifed: Y '. � 7 PoliceDe artment ' PoliceDe artment ' P.___-____-__.____'.__ -P__.-.- � Document Contact: Evette Scarver � �I ! ConWCt Phone: 2665541 � r __ -__ .... _ ___ __. _ _ __ _ _'___ . . _� . _-_- - : ToWI # of Signature Pages �(Clip All Locations for Signature) � `____- ____ - _ _- _- __- ___- _ -_— ____-__�_-__ _ _ __ __.___ _- __ __ __ _-_ __- _-___--____ I Action Requested: i Signatures on the attached council resolution authorizing the City of Saint Paul, Police Department to enter into the attached ' ageement with the Universiry of Minnesota, College of Veterinary Medicine, Veterinary Medical Center. Recommendations: Approve (A) or Reject (R): Planning Commission CIB Committee Civil Service Commission Personal Service Contracts Must Answer the Following Questions: 1. Has this person/firm ever worked under a conlract for this deparimenY? Yes No 2. Has this person/firm ever been a city employee? Yes No 3. Does this person/firm possess a skill not normally possessed by any current city employee? Yes No Explain all yes answers on separete sheet and attach W green sheet. Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): The University of Minnesota College of Veterinary Medicine will provide K9 Health Caze to pre-certified dogs enrolled as K9 officers. Authorization is needed to enter into the attached agreement. �� AdvantageslfApproved: � Pre-certified dogs enrolled as K9 officers will receive the proper Health Caze services such as annual exams, preventative health care, i sucgical services and emexgency caze for a flat fee. i � _ _ -� .,, ', ----- -------------------------------- .-_..-,.----- ------ - . DisadvanWges If Approved: " � � None. i ___.-__ -_---- - - _ _ - -- I Disadvantages If Not Approved: � � Pre-certified dogs enrolled as K9 officers will not get Health Care services needed for a flat fee. � otal Amount of I Transaction: $18,600.00 CostlRevenue Budgeted: �/� � ( � Funding Source: �� Activity Number. ��IVV'� �//V�� ��( S Financial Information: � � (E�cPiain) L — __ — September 17, 2009 12:18 PM Page 1 4tii �.a�i����t�� � � �=-�- o9-i 12� For Internai Use Oniv For Internal Use Onlv DeptS must provide: OES must rovide: ESAF # OES Contract � Area/Org - Anahst UNIVERSITY OF MINNESOTA SERVICES AGREEMENT THIS SERVICES AGREEMENT (the "AgreemenY') is entered into effective as of August 19, 2009, by and between the Regents ofthe University ofMinnesota (the "University"), a Minnesota constitutional corporation, and St. Paul Police Department (the "Company"), a . This Agreement is entered into by the University through its College of Veterinary Medicine, Veterinary Medical Center, 1365 Gotner Ave,. St Paul MN, 55108. NOW, THEREFORE, the parties agree as follows: 1. Description of Services. The University shall render the following services (reference to services in this Agreement shall be deemed to include any deliverables): Provide K9 Health Care Service for pre-certiFed dogs enrolled as K9 officers for a flat fee per year. This fee is based on a rate of $930.00 per K9 Officer per year. There will be an increase of 5% each year to the fee. It is understood and agreed that University shall not be obligated to provide services for any K9 Officer to the extent that the total expenses incurred by the University in providing K9 Health Care Service for such K9 Officer has exceeded $5,000 in any calendar year. Health Care Services shall mean annual examination, preventative health care including vaccines, heartworm preventative, flea and tick preventative, specialty and surgical services and emergency care as medically indicated and recommended by a University of Minnesota Veterinary Medical Center (VMC) veterinarian, but shall not include a pre-service examination for each K9 Officer, cremation ums, dog food and other related supplies. Any services provided outside of the VMC will not be covered under this agreement. University reserves the right to withhold services in the event the St. Paul Police Department fails to make timely payments per Section I.B. Service outside this agreement will be charged per the VMC fee schedule with a 20% discount. Current number of K9 Ofticers that will be enrolled would be 2. Current number of K9 officers that will be enrolled is 20. 2. Compensation. For the services rendered under section 1, the Company shall pay the University $18,600 and 00/100 dollazs ($930.00 per K9 officer or $18,600 per year). The wmpensation shall be paid (check one of the two boxes): FORM: OGGSCIO2 Form Date I29.02 Revis�on Date: 0323.07 1 09-1 i a� ❑ in full upon the signing of this Agreement; or ❑ in installments, payable on the following dates: Juiy 15, 2009, October 15, 2009, January 15, 2010, April 15, 2010 3. Term. The term of this Agreement shall commence on (check one of the two boxes): � the date first above written; or ❑ on 3.1 The term of this Agreement shall expire on April 30, 2012, unless terminated earlier as provided in section 4. 4. Termination. Either party may ternunate this Agreement for material breach on seven (7) days' written notice, during which period the breaching party may cure. Additionally, either party may terminate this Agreement for its convenience upon thirty (30) days' prior written notice to the other party. Upon termination, the Company shall promptly pay the University for all services rendered and costs incurred up to and including the effective date oftermination. 5. Limitation of Damages. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL THE UNIVERSITY BE LIABLE, FOR (i) PERSONAL INJURY OR PROPERTY DAMAGES (EXCEPT TO THE EXTENT CAUSED BY THE UNIVERSITY'S INTENTIONAL, WILLFUL, OR WANTON ACTS) OR (ii) LOST PROFITS, WORK STOPPAGE, LOST DATA, OR ANY OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OF ANY KIND. 6. Limitation of Remedies. IN THE EVENT OF THE UNIVERSITY'S BREACH OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT, THE UNIVERSITY'S ENTIRE LIABILITY AND THE COMPANY'S EXCLUSIVE REMEDY SHALL BE, AT THE UNIVERSITY'S OPTION, EITHER (i) RETURN OF THE MONETARY CONSIDERATION PAID TO THE UNIVERSITY UNDER THIS AGREEMENT OR (ii) THE iTNIVERSITY'S PERFORMANCE OF ANY OBLIGATION THAT FAILED TO SATISFY THE TERMS OF THIS AGREEMENT. 7. Disclaimer of Warranties. THE iJNIVERSITY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLTED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SERVICES PROVIDED UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THE SERVICES SHALL BE PROVIDED AND ACCEPTED "AS IS." 8. No University Endorsements. In no event shall the Company (or its successors, employees, agents and contractors) state or imply in any publication, advertisement, or other medium that the University has approved, endorsed or tested any product or service. In no event shall the University's performance ofthe services described in section 1 be considered a test of the effectiveness or the basis far any endorsement of a product or service. FORM: OGGSC 102 Form Date L29A2 Revision Date: 0323.07 2 } 09-1127 9. Use of University Name or Logo. The Company agrees not to use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with the University or the name of any representative of the University in any sales promotion work or advertising, or any form of publicity, without the prior written permission oF the University in each instance. 10. Indemnification. 10.1. The Company shall release, indemnify, defend and hold the University and its regents, facuky members, students, employees, agents and contractors harmless from actions, suits, claims, negligent losses, costs, judgments and expenses, including reasonable attomeys' and investigative fees, arising out of: (i) the Company's infringement of a third party's intellectual property rights or violation of any law, rule, or regulation in the provision of any materials to the University; (ii) personal 'mjury, death or property damages arising out of a failure to wam the University of any dangerous substances or materials supplied to the University by or on behalf of the Company; (iii) the Company's, or any other entity's, use of the results or deliverables, or the use of products, services or representations based on such results or deliverables; and (iv) any negligent act or omission of the Company in connection with this Agreement. The foregoing agreement to release, defend, indemnify and hold hannless shall not apply to the extent such liability, injuries, claims, actions, suits, damages, ar loss was caused by the intentional, willful, or wanton acts of the University. 10.2. Subject to the limitations of damages and remedies set forth in this Agreement, the University shall indemnify and hold the Company and its directors, employees, agents and contractors harmless from actions, suits, claims, losses, costs, judgments and expenses, including reasonable attorney and investigative fees, arising out of the University's negligent acts and omissions in performing its duties under this Agreement. 10.3. Unless more specific insurance provisions are attached, the following shall apply. At all times during its performance under this Agreement, the Company shall obtain and keep in force comprehensive general and professional liability insurance, including coverage for death, bodily or personal injury, and property damage, including products liability, with limits of not less than $1,000,000 each occurrence, and automobile coverage with limits not less than $1,000,000 each occurrence. All such certificates evidencing such insurance shal] name the Regents ofthe University ofMinnesota as an additional insured. The Company represents that it has warkers' compensation insurance to the extent required by law. The Company agrees to furnish proof of all such inswance to the University upon request. 11. Export Controls. The Company shall notify the University in writing if any technological information or data provided to the University is subject to export controls under U.S. law or if technological information ar data that the Company is requesting the University to produce during the course of work under this Agreement is expected to be subject to such controls. The Company shall notify the University of the applicable export controls (for example, Commerce Control List designations, reasons for control, countries far which an export license is eoana: occscioz Form Date 129.02 Revision Date: 0323.07 3 09-1127 required). The University shall have the right to decline export controlled information or tasks requiring production of such information. 12. General Provisions. 12.1. Amendment. This Agreement shall be amended only in a writing duly executed by all the parties to this Agreement. 12.2. Assignment. The Company may not assign any rights or obligations of this Agreement without the prior written consent of the University. In the event of any assignment, the Company shall remain responsible for its performance and that of any assignee under this Agreement. This Ageement shall be binding upon the Company, and its successors and assigns, if any. Any assignment attempted to be made in violation of this Agreement shall be void at the sole option of the University. 12.3. Entire Agreement. This Agreement (including all attached or referenced addenda, exhibits, and schedules) is intended by the parties as the finai and binding expression of their agreement and as the complete and exclusive statement of its term5. This Agreement cancels, supersedes and revokes all prior negotiations, representations and agreements between the parties, whether oral or written, relating to the subject matter of this Agreement. The tem�s and conditions of any purchase order or similar document submitted by the Company in connection with the services provided under this Agreement shali not be binding upon the University. 12.4. Force Majeure. No party to this Agreement shall be responsible for any delays or failure to perform any obligation under this Agreement due to acts of God, strikes or other disturbances, including without limitation, war, insurrection, embazgoes, governmental restrictions, acts of governments ar governmental authorities, and any other cause beyond the control of such party. During an event of force majeure the parties' duty to perform obligations shall be suspended. 12.5. Goveming Law. The intemal laws of the state of Minnesota shall govern the validiCy, construction and enforceability ofthis Agreement, without giving effect to its conflict of laws principles. 12.6. Jurisdiction. All suits, actions, claims and causes of action relating to the construction, validity, performance and enforcement of this Agreement shall be in the courts of Hennepin County, Minnesota. 12.7. Independent Contractor. In the performance of their obligations under this Agreement, the parties shall be independent contractors, and shall have no other legal relationship, including, without lunitation, partners, joint ventures, or employees. Neither party shall have the right or power to bind the other party and any attempt to enter into an agreement in violation of this section 12.7 shall be void. Neither party shall take any actions to bind the other party to an agreement. FORM: OGGSC102 Form Date 1 29.02 Revision Date: 0323.07 n � 09-1127 12.8. Notices. All notices, requests and other communications that a party is required or elects to deliver shall be in writing and shall be delivered personally, or by facsimile or electronic mail (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requested, to the other party at its address set forth below or to such other address as such party may designate by notice given pursuant to this section [THIS SECTION MUST BE COMPLETED]: If to the University: With a copy to If to the Company: University of Minnesota Attn: Bridget Monson, Director of Receiving Services 3056 VMC mail code 6194 1365 Gortner Ave St. Paul, MN 55108 Phone No.: 612-626-6466 Facsimile No.: 612-626-6733 E-mail: ocon0003@umn.edu University ofMinnesota Office ofthe General Counsel Attn: Transactional Law Services Group 360 McNamara Alumni Center 200 Oak Street S.E. Minneapolis, MN 55455-2006 Facsimile No.: (612) 626-9624 E-mail: contracts@mail.ogc.umn.edu St. Paul Police Department Attn: Sergreant Paul Dunnom 367 Grove Street St. Paul, MN 55101 Phone No.: 651-266-5'773 Facsimile No.: 651-489-9118 E-mail: paul.dunnom@ci.stpaul.mn.us 12.9. Breach; Attorneys' Fees. In the event it fails to perform any of its duties under this Agreement, the Company shall reimburse the University for all the University's costs and expenses (includmg reasonable attomeys' fees, court costs, and costs of investigation) to enforce this Agreement, regardless of whether a suit or action had been commenced or concluded. 1210. Survival. Upon termination or expiration of this Agreement, Sections 2, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive. FORM: OGGSC102 Foan Date 129.02 Revision Date: 0323.07 09-1127 IN WITNESS WHEREOF, the parties have entered into the Agreement as of the date first above written. Regents of the University of Minnesota By: Name: Paula Buchner Title: CVM CFO Date: FORM: OGGSC102 Form Date 129.02 Revision Da[e- 03 23.09 By: Name: John M. Harrington T1t10: Chief of Police Date: By: Name: Title: City At Date: By: Name: Title: Director, Financial Services Date: 3