09-566Council File # 09-566
Green Sheet# ���04} �,
RESOLUTION
NT PAUL, MINNESOTA
Presented by
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1 WHEREAS, Creative Water Solutions has developed a technology for supplemental water filtration
2 which can improve water quality while reducing chemical use in residential pools by as much as 80%; and
4 WHEREAS, Creative Water Solutions wishes to test the technolo�y in commercial settings and has
5 offered to install a water filtration system based upon the new technology at the Highland Park Aquatic
6 Center and the Great River Water Park free of charge to the City; and
8 WHEREAS, Saint Paul Parks and Recreation believes that such a technology, if successful will
9 substantially reduce the costs of chemicals in maintaining water quality in pools and water features around
lo the city recreation system; and
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12 WHEREAS, collection of the data needed by Creative Water Solutions will not interfere with the
13 regular operations of the two locations in any way; now, therefore, be it
14
15 RESOLVED, that the City Council hereby thanks Creative Water Solutions and accepts the
16 generous gift of the installation of two water filtration systems, and appropriates them to the use intended.
17
18
Yeas Nays Absent
Bostrom �
C3rt0i �/
H3IS15 ,/
Helgen �
Lantry �
Stark ,,
Requested bj� Deparhnent of:
�
By:
Appxoved by the Office of Financial Service
:�
Thune ,/ Approved by / C�ity Attomey n
�/ By: �/,�, L J
Adopted by Council: Date �f�7{d� Approved y D oi for Si i' � n to
Adoption Certified by Coun il Secretary g
By: �
Approve y ayor Date U/ �J Q
Sy:
� Green Sheet Green Sheet
09-566
Green Sheet Green Sheet Green Sheet Green Sheet
�
j DepartmenNOffice/Council: Date Initiated:
' PR_ParksandRecreation �¢MAY-09 Green Sheet NO: 3070416
Contact Person & Phone: Departrnent SeM To Pereon InitiailDate I
� PaUI Prio� 0 arksandAecreation ��
; 266-6370 � i arks and Recreafion De artment D'ueMOr i
Assign 2 i Attorne 0
i Must Be on Council Agenda by (Date): Number �
� 27-MAY-09 I For 3 QvIeVOr'sOffice M or� _/Ar_�nt __ I
Routing 4 Council
� Doa Type: RESOLUTION � Order 5 itv Clerk Ci Clerk
6 arks and Recreation Paul Prior
E-Document Required: Y ;
DocumentCOnWCt: CindyMortison
Contact Phone: 266-6398
Totai # of Signature Pages _(Clip AII �ocations for Signature)
Action Requested:
Approve attached resoLution to allow the City of Saint Paul, Departmen[ of Parks and Recreation to enter into an agreement with
Creative Watec Solutions for installarion of a water fihration system at the Aighland Pazk Aquatic Center and the Great R4ver Water
Park at no charge to the City.
Recommendations: Approve (A) or Reject (R): Personal Service Contrects Must Answer the Following Questions:
Planning Commission 1. Has this personffirm ever worked under a contract for this department?
CIB Committee Yes No
Civil Service Commission 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
I Explain all yes answers on separete sheet and attach to green sheet.
Initiating Problem, Issues, OppoRunity (Who, What, When, Where, Why):
Creative Water Solution has developed a Yechnology for supplemental water filtration which can improve water quality while reducing
chemical use in residential pools by as much as 80%. They wish to test the technology in commercial settings and has offered to
install a water filtration system based upon the new technology at the Highland Pazk Aquatic Center and the Great RIver Water Pazk
free of chazge to the Ciry.
AdvanWges IfApproved:
Free installation of a new "green" technology for water filVation system and up to 80% reduction of chemical use at two Saint Paul
Pools.
DisadvanWges If Approved:
None
Disadvantages If Not Approved: �
Lost opportunity for free installation of new "green" technology water filtration system and no reduction of chemical use at two Saint
Paul Pools.
Total Amount of
` Trensaction: CosURevenue Budgeted:
I Funding Source: Activity Number.
Financial lnformation:
(Explain)
May 19, 2009 2:57 PM Page 1
09-566
AGREEMENT
This A�eement is entered into this � day of May 20�9 by and between the City of Saint
Paul, Minnesota, a municipai corporation, herein afrer referred to as "City", and Creative Water
Solutions, LLC, a Minnesota limited liabiliry company, hereina8er referred to as "CWS" , and
colIectivefy referred to hereina8er from to rime as the "Parties."
Recitals
WHEREAS, Creative Water Solurions has developed a technotogy for supplemental water
filtration whicl� can itnprove water quality and reduce chemical use in pools by as mnch as
80%; and
WHEREAS, this technotogy has been used in residenrial applications and Creative Water
Solutions wishes to test it in commercial settings; and
WF3EREAS, Creative Water Solu#ians has offered to install a water filtration system based upon
the new teclmology at the Higl�land Park Aquatic Center and the Great River Water Park at no
charge to the City so that the system can be commercially tested;
A�reement
N�W, TAEREFORE, in consideration of the fore�oin� and the mutual imdertakings set forih
herein, and other good �id valvable consideration, the Parties hereby agree as follows:
1. Site and �ccess: The City agrees to allow CWS reasonable access to the Highland Park
Aquatic Center and flie Great River Water Park for Uie purpose of installing, monitorin�
and maintaining at each locafion the water filtrations systems consisfing of CWS' new
tecimology for filtration. The City �u�derstands a�id ab ees that U�ese systems are being
installed for the purpose of testing possible commercial applications of the technalogy.
2. Term: This Agreement shall be effective upon signing and sl�all continue for a period of
90 days. Parties may extend the a�eement an additional 90 days by letter confirming the
City's a�eement to tY1e exYeusion.
3. City ResgonsibiIi#ies: City shali be respoasible for replacing the sand in the filters at the
pool sites prior to installation of flie CWS teclmology. CW9' teclmolo�y will be used as a
supplemental system, and the City wil] not alter its current pracYice of ensuring
acceptable watar quality levals. City will contii�ue to do routine and periodic data
collection of water quality as part of normal operations.
4. CWS Responsibilities: CWS shall install the teclu�ology at the two lacations and shall
pzovifle any neaessary inaintenance and repair of the syste�n while it is in use during tlie
period of this Agreement.
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Waiver of etaims: CWS waives any right to make claims against the City for injury or
damage to the filh�ation systems it installs on City property pursuant to this Agreement.
6. No Special Damages: The Parties enter into this A;reement Irnowin� that the use of the
CWS techno3ogy with and as part of the City's pools is entirely on an experimental basis.
Limited Warranties by CWS. CWS expressly warrants to the City that, subject to the
City maintaining its separate water control equipment and water quality standazds, CWS'
services, technology and equipment performed and instal2ed by CVJS under this
Agreement will not cause dama�e, injury or harm to the City's equipment, to the
employees, volunteers and/or aaenTS of the City, or to tl�e patrons of the City's pools
where such services, technolo�y and equipment has been installed.
7.1. Limitation of Remedies. Subject to and wifliout affecting CWS' duty of
indenurification and hold harmless hereinafter described, the City agrees that, in
the event o£breach of any of CWS' fore�oing warranties, and as to any act or
omission by CWS oflter than inYentional wrongdoing CWS' sole liability to tlle
City, and the City's sole remedy against CWS, shall be limited to either, at the
City's sole discretion and etection, CWS' proinpt re-performance of any and a11
warranted services to correct any deFciency, if such re-performance is possible,
or for the removal of all equiptnent aud tectmology from the City's pools without
any cost to the City for such removat, including without limitaiion to the repair of
any fixtures daniaged as a direct result of such removal. In additton, in the event
any of tha City's property is lost, damaged or destroyed due to CWS' negligence
or willful misconduct, CWS shall be responsible solely for the reasonable value of
such property.
S. Hold Harmless: CWS agrees fliat it will defend, indemnify and hold harm]ess the City, its
officers, employees and a�ents against any claim of legal liability made against the City,
including reasonable attomey fees, in respect to bodily injury, deaih, and/or progerty
dania�e arising from the use of flie CWS' technology installed in the City's poois, subject
to ihe followin�:
8.1. Notice. In order for the City to be enfitled to any indemnification provided for
under this Agreement otl3er flian in sespect of, arising out of or involving a third
party claim asserted against the City, the City shall give CW5 notice of such
claim within five (5) days afEer the City's actual knowledge of any such claim. If
CWS fails notify the City within thirty (30) days following its receipt of such
notice that CWS disputes its liability to the City for that claim, such claim
specified by the City in such notice shall be conclusively deemed a liability of
GWS and CWS shaH pay the amount of the fosses stated in such notice to the City
on demand or, in ihe case of auy nofice in which tfie losses (or any portion
thereof} aze estimated, on such later date when the amount of such losses (or such
portion thereo fl are esiimated, on such later date when the aniount of such fosses
{or such portion thereof} becomes finally detennaned.
09-566
8?. Cooperation Follawing iVotice of Claim. After providin� notice of any tIurd-
party claim under tl�is A�reement, the City sha11 fonvard and provide to CWS any
and al] notices and documents (including court papers) relaring to said third party
claim within ten (l0) business days after the City's receipt of same. R'ith respect
to any third party claim su6}ect to this indemniry clause, CWS shail have the righE
ta select one law firm of counseI and to control Yhe defense and/or settlemenY
thereof, subject to the reasonable approval of the City, which shalI not be
unreasonably withheId. The City shall have the right to participate in the defense
of such claim at its own expense, and such separate expenses incuned by the City
shall not be part of the Losses as hereinabove defined for which CW5' dury of
indemnification is owed under tius Section.
8.3. Joint Cooperation and Participation. Without prejudice to any of the foregoing
in this Secrion, each of the Parties covenants to other Party to provide reasonable
cooperafion and assistance to the other Party, as well to have the right to
participate and appear in connection with, in response to any investigation as may
be commenced by any governmental court or agency and/or any third-party
private action serving to investigate or prosecute a olaim based on any part of this
A�eement and/or the services provided hereunder.
9. Insurance: CWS shall provide a certificate of ii�surance to the City of Saint Paul on or
before May 30, 2009, showing the following coverage, a�id naming the City of
Saint Paul, its employees and officials as Additional fi�sureds . Failure to provide
the insurance shall invalidate this Agreement.
9.1. Pablic Liability Insusance
Bodily Tnjury $ 1,50QOQ0 each occunence $ 3,000,000 aggregate
Property Damage $ 1,500,000 eac12 accident $ 3,OOQ000 aggregate
Policy must inciude an "ali services, products, or completed operations" endorsement.
9.2. Automobile Insurance, CWS does not own any iiceused motor veFiicles, ai7d
therefore does nat carry automobile IiabiIity insurance for the compaziy. CWS
ao ees that any persona( motor velucles used in conjunction with this emitract Uy
CWS personne] in the performance of CWS' duties and undertakin�s under this
Aereement shatl be insured and ivith iimits meeting or exceeding those required
by the State of Minnesota.
9.3. Workers' Compensation. Worker's Goinpensation and Employer's Liahility
a) Worker's Compensation per Minnesota Statute
b) Employer's Liability shall have minimum limits of $SQ0,000 per accident;
c) Companies with 14 or fewer employees who do not have Worker's
Campensation coverage aze required to provide the City wifli a letter verifyin�
their mm�ber of employees.
o9-s66
10. Compliance with the ta�vs: CWS will comply with all Federal, State, and City Iaws and
ordinances and shail provide the City of Saint Paul with evidence thaE all approvals,
Iicenses and certificates required have been obtained and maintained, as may be required
by ]aw.
1 I. Reports: The Ciry shaIl submii copies of routine and periodic daia collected by City staff
documenrin� the water quality at the two siies as part of normal operafions to C WS. CWS
shatl make available to the City any reports or findings with respect to the peeformance of
the CWS' technology based upon such data.
12. Miscellaneous.
12.1. Nofices. Any notice required or permitted under this Agreement, or under any
ab eement or document executed and delivered in connection herewith, shall be
deemed to have been seroed properly if hand delivered or deiivered by ovemight
courier, charges prepaid and properly addressed, to the respective Party to whom
such notice relates at the following addresses:
If to CWS:
David R. Knighton, President
Creative Water SaIutioi�s, LLC Program Coordinator
1864 Berkshire Lane North
Plymouth, MN 55441
If to the City:
Pau] Prior
City of Saint Paul
Depar[ment of Parks and Recreation
50 West Kellogg Bivd., Suite 840
Saint Paul, Mimiesota �5102
With a copy to:
Richazd L. Leighton
Leighton Hetfand PLLP
222 South 9tU St., Ste 2960
Mimieapolis, MN �5402-3302
or such other address as shall 6e noriced in writin� by any Party to ihe other Party.
12?. Survivability. All indenuiity and hotd hannless covenanis and obligations shall
survive the termination of this Agreeutent.
12.3. Assignability. This Agreement may not be assig�ed by either of the FarCies
without the written consent of all ather Parties.
12.4. Indegeadent Contractor. The Parties to fliis A� aze independent
contrac#ors as to each other under this A�eement, and nothing contained herein
sliall6e construed to place tl�e Parties in ihe relationship af partners, principal or
agent, or joint venture, and neither party shall have the power to 6ind or obligate
the other party wl�atsoever Each Party sl�all hold the otl�er Parties hannless from
any employer and/or master/servant liability with respect to persons and/or
Ci ' �
independent contractors hired to provide any part of said Party's obligations under
this A�reement.
12.�. Modification: Any alterations, amendmants, deletions, or waivers of the
pravisions of this Agreement shall be valid only when reduced to writing and duly
signed by the parties.
12.6. Force Majenre. In the event eidier Party is unable to perform its o6ligations
herevnder due to a"Force Majeure Event" (as defined below) such party will so
notify the other Pariy promptly and sl�all be relieved of any liability hereunder
flowing from such inability to perform, untiI such time that the Force Majeure
Event has ended. As used lterein, a"Force Majeure Event° shalt mean acts of god,
fire, widespread power outages, widespread conununications nerivork failures,
unforeseen governmental or re�ulatory changes, acts of war, terrorism. No Party
shall be held responsible for delays in implementation or perfomiance caused
soiely by the other Party liereto. Any such delay, wflich occurs during the
tenn of this Agreement, shall resttlt, at the option of and upon timeiy notice by the
non-delaying Party, sn an extension of ali prospeetive implementation schedule
deadlines equal to the period of delay caused solely by such delaying Party.
12.7. Authorizarion. The individttals executing this Agreement for Cheir respective
organizaEions represent tl�at they are duly empowered to bind their respective
organizations to the terms and conditions contained herein.
IN WITNESS WHER.EOF, the parties have seL their hands tl�e date first above written.
CREATNE WATER SOLUTIONS CITY OF SAINT PAUL:
rF
�
�r. auid ig t,� esi ent Director of Parks and Recreation
Directar of Financial Services
APPROVED AS TO FORM:
AssisPani City Attomey