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.
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By:
Adopted by Council: Date \�� `�� � Ap�
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Adoption Certified b c' ecretary By:
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Approved M oi: ate [ b � _
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for Submission to Council
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� 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
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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