HomeMy WebLinkAboutContract 2012 2468 Criminal Justice System Services Agreement
between
Dakota County
(Criminal Justice Information Integration Network)
and
The City of Columbia Heights
(Non-Dakota County Agency)
THIS CRIMINAL JUSTICE SYSTEM SERVICES AGREEMENT (the "Agreement's is made
and entered into by and between the County of Dakota, Minnesota, through its Criminal Justice
Information Integration Network program ("CJIIN'), and the City of Columbia Heights,
Minnesota, acting through its authorized representatives ("the City'). Dakota County/CJIIN,
and the City are each sometimes referred to herein as a "Party"and collectively as the "Parties."
The Parties enter into this Agreement pursuant to their authority under Minn. Stat. §471.59 to
provide assistance to, and act in coordination with, other political subdivisions within the state
of Minnesota as deemed necessary to benefit the public.
1. Definitions.
(a) "System Software" means CJIIN's proprietary computer software program(s) set
forth in Attachment A (the "System Overview'), in object code form only, including all Updates.
(b) "CJIIN System" means the Internet site operated by Dakota County/CJIIN,
accessible by the City through secure access points, with a specific Uniform Resource Locator to
be provided to the City (or any successor URL).
(c) "City Data" means the data that the City's Permitted Users enter into the CHIN
System.
(d) "Equipment" means the minimum required hardware and operating environment
used by the City to access the CJIIN System as detailed in Attachment E ("Hardware
Requirements').
(e) "Documentation" means any CJIIN user manuals, training or education materials,
technical manuals, and specifications describing the System Software and Services created by
CJIIN, and any Provider Content made available to the City, in printed and/or electronic form,.
including all Updates.
(f) "Permitted User" means the City's employees and agents who are provided access
to the System Software in accordance with the procedures in Section 10 of this Agreement.
(g) "Provider Content" means CJIIN's reports, information, and data, other than City
Data, made available to the City and its Permitted Users as part of the Services.
(h) "Renewal Term" has the meaning set forth in Section 17.
(i) "Services" means the operation and maintenance of the System Software and
utilities in CJIIN's host computer system, providing Provider Content to the City, storing City
Data, and making the System Software, Provider Content, and City Data available to Permitted
Users via the CJIIN System, as more fully described in Attachment A. Services do not include
integrating the CJIIN System or City Data with any application or computer system outside of
the CJIIN Applications.
0) "Update" means, as applicable, any update, modification, or new release of the
System Software, Documentation, or Provider Content that CJIIN makes generally available to
the City at no additional cost.
2. Provision of On-line Services.
(a) The City hereby engages CJIIN, and CJIIN hereby agrees (subject to the terms and
conditions herein) to provide the Services more fully described in this Agreement and in the
system overview attached as Attachment A (the "System Overview'). CJIIN agrees to provide
the Services to the City in accordance with the terms of this Agreement and grants to the City a
non-exclusive, non-assignable and non-transferable license during the Term of this Agreement
to enter City Data into the CJIIN System and access and use the System Software and Provider
Content, only by Permitted Users, in accordance with all of the terms and conditions in this
Agreement.
(b) The City acknowledges and agrees that CJIIN's provision and performance of the Services is
dependent and conditioned upon the City's full performance of its duties, obligations and
responsibilities hereunder. CJIIN acknowledges and agrees that the City's payment for the
Services obligates CJIIN to perform its duties, obligations and responsibilities during the term of
this Agreement or any subsequent Renewal Term.
(c) Each party shall at all times during the term of this Agreement designate an individual to
serve as its CJIIN services manager who shall be the primary point of contact regarding the
Services provided and the rights or obligations of each Party under this Agreement.
3. Additional C3IIN Responsibilities.
During the Term of this Agreement, CJIIN shall be responsible for the following:
(a) CJIIN shall provide all required hosting and operations support for the applications
described in the System Overview in a centralized facility.
(b) CJIIN may from time to time, in its sole discretion, install Updates, modify the Services or
any component thereof provided that such Updates shall perform and contain functionality that
is equivalent to or better than the current version of the Services. CJIIN will complete such
installations and modifications between the hours of 4 AM and 7 AM, when possible, to
minimize any impact on the City's use of the System Software and Services. CJIIN will notify
the City by standard methods of notification such as email, system generated messages on the
System home page or similar communication methods, in advance of the installation of an
Update or modification to the Services.
(c) CJIIN will provide support and System maintenance to the City as more fully described in
this Agreement and the System Overview.
(d) Excluding the costs the City must pay CJIIN as described in this Agreement, CJIIN shall
provide, at no additional cost to the City, all communications equipment, telephone and
communications lines, power, telephone service and other utilities at CJIIN's facilities up to the
point of connection to the State optic fiber at the Dakota County Administration Center in
Hastings, Minnesota, and to perform the Services and accomplish the purposes of this
Agreement.
(e) Excluding the costs the City must pay CJIIN as described in this Agreement, CJIIN shall
provide, at no additional cost to the City, the necessary personnel, facilities, hardware,
software, servers, routers and related equipment up to the point of connection to the State
optic fiber at the Dakota County Administration Center in Hastings, Minnesota to meet CJIIN's
responsibilities under this Agreement.
(f) CJIIN will install and maintain System security measures including password protection,
firewall protection, data encryption, continuous monitoring of CJIIN's system, and will conduct
regular security audits. If CJIIN learns that any person has breached the security implemented
for CJIIN's System, or suspects that such security has been breached, CJIIN will promptly notify
the City and take corrective action to prevent such breaches.
(g) CJIIN shall have in place during the Term of this Agreement a Business Continuity and
Disaster Recovery Plan and will utilize industry standard back-up and archival procedures.
(h) CJIIN will configure and maintain the system to provide reasonable system response time
for the City's Permitted Users, to the extent within the control of Dakota County/CJIIN.
(i) If requested, CJIIN will provide best practices advice to the City for implementing the
Services at the City's business locations.
0) CJIIN will provide training on the use of CJIIN's System for the City Permitted Users as set
forth in Section 9 of this Agreement.
(k) CJIIN shall be responsible for ensuring that its Services and the performance of CJIIN's
other obligations hereunder comply with all laws applicable to CJIIN, including the Minnesota
Government Data Practices Act, Minnesota Statutes Chapter 13.
4. City Responsibilities.
During the Term of this Agreement, the City shall be responsible for the following:
(a) The City shall provide, at no cost to CJIIN, all communications equipment, telephone and
communication lines, power, telephone service and other utilities at the City's facilities as may
be necessary or reasonably desirable to utilize the Services and accomplish the purposes of this
Agreement.
(b) The City shall provide, at no cost to CJIIN, the necessary personnel and facilities to meet
the City's obligations hereunder.
(c) The City shall follow the identity management procedures and provide the first-line support,
maintenance and other services more fully described in this Agreement and the System
Overview and such other procedures and services as the Parties may establish from time to
time.
(d) The City agrees that CJIIN's logos may appear on the pages of the City's web site or the
City's internal criminal justice applications screens.
(e) The City shall be responsible for ensuring that the City's use of the Services and the
performance of its other obligations hereunder comply with this Agreement and all laws
applicable to the City.
(f) As between the Parties, the City shall be responsible for the accuracy and completeness of
all records and data provided by the City in connection with this Agreement for use on CJIIN's
System.
(g) When accessing or using the CJIIN System, the City shall comply with the Minnesota
Government Data Practices Act and other applicable data practices or privacy laws.
S. SXstem Features and Configuration.
The City acknowledges and agrees that it will be using criminal justice applications that are also
utilized by other criminal justice agencies in Dakota County and elsewhere in Minnesota. The
capabilities and functions of the System Software now and in the future will be determined
primarily by direction from the CHIN Steering Committee and available funding. When settings
or features have been added to the System Software that are designed by CJIIN to be
configurable for specific users of the System, the Parties shall work cooperatively to identify
System features or functionality (common practices, processes, and procedures conducted by
the City in day-to-day operations as they relate to utilizing the System Software and Provider
Content) that are configurable to best fit the City's business practices. CJIIN shall set available
configurations in the System Software for the City, or shall train designated City staff how to
configure the Services and System Software.
6. Ownership, Protection and Security.
(a) The City acknowledges and agrees that nothing in this Agreement or any other agreement
grants the City any licenses or other rights with respect to COIIN's Software System (source
code or object code) or Services other than the right to receive Services as expressly provided
herein. CHIN shall retain all ownership in the intellectual property and all other proprietary
rights and interests associated with CJIIN's Software System and Services and all components
thereof and associated documentation, except as expressly provided herein.
(b) Ownership of any City Data including text, graphics or other information or content
materials and all records and databases supplied or furnished or entered into the System by the
City hereunder for incorporation into or delivery through the application(s) described in the
System Overview shall remain with the City, and CJIIN shall cease use of all such material upon
termination of this Agreement. Upon termination of this Agreement CJIIN shall return all City
Data, text, graphics or other information to the City.
(c) CJIIN grants to the City a limited license during the term of this Agreement to use and
reproduce CJIIN's trademarks and logos for purposes of including such trademarks and logos in
City materials and links solely as permitted hereunder. All uses of such trademarks and logos
shall conform to the City's standard guidelines and requirements for use of such trademarks
and logos.
(d) By storing City Data on CJIIN's equipment and System, CJIIN does not obtain any
ownership interest in City Data except to the extent that CJIIN is obligated to keep this data
intact and secure and to regularly backup the data for redundancy and disaster recovery
purposes. As between the City and CJIIN, City Data is and shall remain the sole and exclusive
property of the City, including all applicable rights to copyrights, trademarks or other
proprietary or intellectual property rights thereto.
(e) The City shall be responsible for responding to any data practices requests related to any
City Data that the City or its Permitted Users have entered into the System.
7. Implementation.
Within fourteen (14) days after the Parties execute this Agreement, CJIIN and the City shall
complete a mutually agreed-upon implementation plan that includes an access/installation
schedule and a System training and testing schedule.
8. Acceptance Testing.
The City shall have thirty (30) days in which to test the System Software and Services in a live
production environment to ensure that they conform to the Documentation and descriptions in
this Agreement. The System Software and the Services are deemed rejected by the City if the
City submits a written notice of rejection to CJIIN, prior to the expiration of the thirty (30) day
testing period. Upon such notice, CJIIN shall have thirty (30) days to correct the System
Software and/or Services at no cost to the City. In the event CJIIN is unable to make adequate
corrections within such thirty (30) day period, the City may terminate this Agreement. In the
event the City fails to submit a notice of rejection within the required period or if CJIIN makes
all corrections within the applicable cure period, the City will be deemed to have accepted the
System Software and Services ("Acceptance'.
9. Support; Training_
CJIIN shall provide the City and its Permitted Users with technical support and training
regarding the use of the Services. The technical support shall include: (i) unlimited telephone,
facsimile and e-mail "hot-line" support during CJIIN's business hours, and (ii) other support set
forth in Attachment B. CJIIN shall provide eight (8) hours of user and administrator training
to Permitted Users of the City on the use of the Services, with individual sessions of not more
than two (2) hours in length. Any training beyond the eight (8) total hours of free training will
be billed to the City at the rates in Attachment C. The training will occur at the City's facilities
and be of sufficient detail for a 'train the trainer" model of instruction. CJIIN will provide the
City with any training materials and documentation it has created for this purpose for use by
Permitted Users and the City's internal trainers.
10. Identity Management Responsibilities.
(a) User Access Restrictions
The Parties acknowledge and agree that access to the System Software and Services will be
restricted to those employees or agents of the City having a business need to enter and view
City Data or Provider Content. The City will restrict access to the System to Permitted Users
with verified identities that have created a digital identity on the CJIIN System using the
procedures in this Section 10 and Attachment D to this Agreement.
(b) Request for Access
The City commences the identity authentication process by completing and submitting a
Request for CJIIN System Access Form and an Agency Identification Form (provided by the
County). The City official or employee signing this Agreement cannot be the same person
signing the Request for Access Form.
The Request for Access Form and the Agency Identification Form must be signed by two (2)
City employees; the person initiating the request for access and another person approving the
request for access. At the discretion of CJIIN, these signatures may be electronic signatures.
The City may authorize one (1) or more persons to initiate the Request for Access Form and
one (1) or more persons to approve the Request for Access Form. These authorized persons
can be identified by name or by position title. The City shall notify CJIIN of the authorized
persons and the City shall provide notification of any changes to the list of authorized persons.
A Request for Access Form must be resubmitted to CJIIN at the commencement of each
Renewal Term of this Agreement.
(c) Permitted Users Digital Identities
The City shall identify each employee or agent who will have access to the CJIIN Software
System or Services by providing user profile data on each person on the Agency Identification
Form. The Dakota County Attorney's Office or its designee will verify the identity of the persons
signing the Request for Access Form and the Permitted Users listed on the Agency Identification
Form. The County Attorney's Office will notify the CJIIN program staff of the results of the
identification verification process. If the Request for Access Form is properly executed, the
CJIIN program will notify verified Permitted Users of the procedures for creating a unique digital
identity on the CJIIN system. After completing the digital identity process, each Permitted User
shall be the owner of his or her own digital identity on the System consisting of a user name
and password.
The City shall promptly notify the CJIIN program whenever a Permitted User ceases to be an
employee or agent of the City or no longer holds a position that requires access to the System.
Authorization to access the System by all City Permitted Users will expire on the date this
Services Agreement terminates.
11. C3IIN Representations and Warranties.
(a) Dakota County/CJIIN shall cause the Services to be accessible to the City, except for
scheduled maintenance and required repairs, and except for any interruption due to causes
beyond the reasonable control of Dakota County/CJIIN including, but not limited to, any Force
Majeure Event (as defined in Section 19).
(b) Dakota County/CJIIN warrants that the System Software, Provider Content, and Services
will conform in all material respects to the specifications, functions, descriptions, standards, and
criteria set forth in this Agreement, its Schedules and attachments, and the applicable
specifications and Documentation, not including any post-Acceptance modifications or
alterations to the Documentation which represent a material change to the functionality of the
System Software, Service, or Provider Content; when used on the Equipment in accordance
with the Documentation and all of the terms and conditions hereof.
(c) The System Software and Services are compatible with and will operate successfully on the
Equipment and CJIIN will use reasonable efforts to make the System Software and Services
function properly with Internet browsers approved by CJIIN.
(d) In the event that the City discovers a non-conformance with any of Dakota County/CJIIN's
warranties or representations as stated in this Agreement, the City shall promptly inform CJIIN
in writing and, upon receipt of such notice: (i) Dakota County/CJIIN shall correct the non-
conformity within a reasonable period of time not to exceed thirty (30) days without any
additional charge to the City; or (ii) in the event that Dakota County/CJIIN cannot effect such
corrections within a reasonable time using best efforts, the City may terminate the Agreement
and obtain a pro rata refund of the annual fees paid to CJIIN hereunder, allocable to the period
after the termination of this Agreement.
(e) Termination Option for Chronic Problems The City may terminate this Agreement for cause
and without penalty by notifying CJIIN within ten (10) days following the end of a calendar
month in the event either of the following occurs: (1) the City experiences more than ten (10)
Downtime periods resulting from five (5) or more nonconsecutive downtime events during the
calendar month; or (2) the City experiences more than forty-eight (48) consecutive hours of
downtime due to any single event. Such termination will be effective thirty (30) days after
receipt of such notice by CJIIN. If the City terminates this Agreement for such chronic
problems, within thirty (30) days CJIIN shall refund to the City a prorated share of the annual
fees paid by the City for the current year. Downtime as used in this section does not include
periods that the System is unavailable due to routine or scheduled maintenance or the
installation of upgrades or patches.
(f) THE SERVICE LEVEL WARRANTY SET FORTH HEREIN SHALL ONLY APPLY TO THE
SYSTEM PROVIDED BY DAKOTA COUNTY/CJIIN AND DOES NOT APPLY TO: (A) ANY
PROFESSIONAL SERVICES; (B) ANY SUPPLEMENTAL SERVICES; (C) ANY SERVICES)
THAT EXPRESSLY EXCLUDE THIS SERVICE LEVEL WARRANTY (AS STATED IN THE
SYSTEM OVERVIEW FOR SUCH SERVICES). THIS SECTION STATES THE CITY'S SOLE
AND EXCLUSIVE REMEDY FOR ANY FAILURE BY DAKOTA COUNTY/CJIIN TO
PROVIDE SERVICE(S).
(g) Ownership of Services and System Software. Dakota County/CJIIN warrants that it is the
sole owner or otherwise has the right and authority to provide the System Software, Provider
Content and Services to the City and Permitted Users as set forth in this Agreement. If Dakota
County/CJIIN's ownership rights are successfully challenged to the extent that the City must
cease using the Services, CJIIN shall refund a prorated portion of the annual fees paid by the
City for the current term of this Agreement as measured from the date the City must cease
using the Services.
(h) No Other Warranty, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN
THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN 'SAS IS" BASIS, AND THE
CITY'S USE OF THE SERVICES IS AT ITS OWN RISK. DAKOTA COUNTY/CJIIN DOES
NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE,
OR TRADE PRACTICE. CJIIN DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
(i) Disclaimer of Actions Caused by and/or Under the Control of Third Parties
DAKOTA COUNTY/CJIIN DOES NOT AND CANNOT CONTROL THE FLOW OF DATA
BETWEEN THE POINT THAT THE CJIIN SYSTEM CONNECTS TO THE INTERNET
(WHETHER SECURE OR NOT) AND THE CITY'S FACILITIES AND EQUIPMENT. SUCH
FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF THE INTERNET
SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ACTIONS OR
INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT THE CITY'S
CONNECTIONS TO CJIIN'S SYSTEM. ALTHOUGH CJIIN WILL USE REASONABLE
EFFORTS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, CJIIN
CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY,
DAKOTA COUNTY/CJIIN DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR
RELATED TO SUCH EVENTS.
12. Nondisclosure.
Through exercise of each Party's rights under this Agreement, each Party may be exposed to
the other party's technical and financial information and criminal justice data, in electronic,
magnetic, photographic and other forms, that is confidential or private information
("Confidential Information"). In recognition of the other Party's need to protect its legitimate
business interests and legal obligations, each party agrees that it shall regard and treat each
item of information or data constituting Confidential Information of the other Party as
confidential or private and that, except as required by law including the Minnesota Government
Data Practices Act, it will not redistribute or disclose to any other person, firm or entity, or use
or modify for use, directly or indirectly in any way for any person or entity any of the other
Party's Confidential Information. If Confidential Information is required by subpoena, court
order or government requirement to be disclosed, each Party shall give the other Party prompt
written notice of such subpoena, court order or government requirement to allow the other
Party an opportunity to obtain a protective order to prohibit or restrict such disclosure.
13. Data Security.
During the term of this Agreement, CJIIN shall, at a minimum, implement the following
procedures designed to protect the security of City Data:
(a) User identification and access controls designed to limit access to City Data and the City's
Confidential Information to the City Permitted Users;
(b) Industry standard firewalls regulating data entering CJIIN's internal data network from an
external source, which will enforce valid secure connections between internal and external
systems;
(c) CJIIN and Dakota County will maintain and follow a disaster recovery plan designed to
maintain access to the System Software and Services and to prevent the unintended destruction
of City Data or City Confidential Information;
(d) Regular CJIIN employee training regarding the security and data recovery programs
referenced in this Section.
14. Liability Limitations.
(a) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT,
DAKOTA COUNTY/CJIIN DOES NOT MAKE ANY WARRANTIES TO THE CITY OR ANY
OTHER PERSON OR ENTITY, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE) WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER.
DAKOTA COUNTY/CJIIN SHALL NOT BE LIABLE TO THE CITY OR TO ANY OTHER
PERSON OR ENTITY, UNDER ANY CIRCUMSTANCE OR DUE TO ANY EVENT
WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE.
(b) Under no circumstances shall Dakota County/CJIIN's total liability to the City or any other
person, related to the System Software, Provider Content, or performance of Services under
this Agreement exceed the aggregate amount of fees and revenue received by CJIIN hereunder
for the prior twelve (12) month period.
15. Indemnity.
Dakota County/CJIIN Indemnity.
Dakota County shall indemnify, defend, and hold harmless the City and its officers, employees
and agents with respect to claims, losses, damages, causes of action and liability of any kind,
including court costs, attorneys' fees and expert witness fees C'Claims') to the extent that it is
based upon (i) any third party claim arising out of Dakota County/CJIIN's breach of its
obligations under this Agreement, or (ii) any third party claim that the Services, System
Software, Provider Content or Documentation infringes any copyright, patent, trademark, trade
secret or other intellectual property right of any third party (an "Infringement Claim'); provided,
however, that Dakota County/CJIIN shall have no obligation pursuant to the foregoing
indemnification provision to the extent that the Claim is based solely on (a) any use of the
Services, System Software, Provider Content or Documentation by the City in material breach of
this Agreement, or (b) any use of the Services, System Software, Provider Content or
Documentation by the City in conjunction with any third party product, data, hardware or
software not provided by CJIIN.
The foregoing states the entire liability of Dakota County/CJIIN with respect to any
Infringement Claim.
City Indemnity.
The City shall indemnify, defend, and hold harmless Dakota County/CJIIN and its officers,
employees and agents with respect to any Claims sustained by Dakota County/CJIIN, to the
extent such Claim is based upon any third party action related to (a) the City's access or use of
all or part of the Services, System Software, Provider Content or Documentation; (b) any
material including, without limitation, any report, output or result generated in connection with
the use of the Services, System Software, Provider Content or Documentation and provided to a
third party by the City, its employees, agents, contractors or subcontractors; and (c) the City's
Data.
These mutual indemnification obligations are subject to the limitations and immunities of Minn.
Stat. Ch. 466.
16. Term and Termination.
(a) This Agreement shall commence on the date executed by both parties and shall remain in
effect until terminated by either party as set forth herein.
(b) Each Party reserves the right to terminate this Agreement immediately if the Services
provided hereunder become illegal or contrary to any applicable law, rule, regulation or public
policy. Each Party shall have the right to terminate this Agreement without cause upon ninety
(90) days prior written notice to the other party. If the City has not breached this Agreement
and CJIIN terminates this Agreement pursuant to this Section 16 (b), within thirty (30) days
CJIIN shall refund to the City that portion of the annual fee paid by the City that is equivalent to
the remainder of the current term of this Agreement. If CJIIN has not breached this Agreement
and the City terminates this Agreement pursuant to this Section 16 (b), CJIIN shall retain all of
the annual fee paid by the City for the current term of this Agreement.
(c) Within sixty (60) days of termination of this Agreement, CJIIN shall provide the City with a
copy of all City Data contained in Dakota County/C7IIN's System. Within a reasonable time
after providing the City Data, CJIIN shall delete and remove all of the City Data from Dakota
County/C7IIN's servers and data storage facilities and shall verify to the City that this has been
accomplished.
17. Fees and Payments.
(a) Initial Term. For the services provided by CJIIN under this Agreement, the City shall pay
CJIIN the fees set forth in Exhibit F for the types of services it is utilizing. The amount of the
Annual User fee will be prorated for the number of months in the current year that access to the
application is provided to the City.
(b) Renewal Term(s). For each Renewal Term, CJIIN will continue to provide the City with the
Services, and will provide maintenance and support services as described herein, provided the
City pays CJIIN in advance the fees then in effect for the number of City Permitted Users and
the types of services it is utilizing. If CJIIN changes the amount of annual fees to be charged to
the City for any Renewal Term, CJIIN shall give the City written notice of such increase at least
thirty (30) days prior to the expiration of the applicable term. The fees for any Renewal Term
will be the annual fees in effect on January 1 of the Renewal Term year. If the City requests
access to CJIIN applications in addition to the e-Briefing application, the City will pay the
additional fees then in effect for such other applications.
(c) Fees for any consulting services provided by CJIIN that are outside the services that CJIIN
must provide under this Agreement shall be at the rates stated in Attachment C.
18. Participation on the CHIN Steering Committee.
The CJIIN Steering Committee provides direction to CJIIN program staff and Dakota County on
the use of CJIIN funds and upgrades and modifications to the CJIIN criminal justice applications
and System. The Steering Committee consists of representatives from Dakota County and cities
located within Dakota County that have committed staff time and financial resources to develop
the CJIIN applications and System. During the Term of this Agreement, the City may
participate in the CJIIN User Groups and provide input through those groups; however the City
will not be a member of the Steering Committee. The Steering Committee will consider
suggestions from the User's Group for modifications to or additional functionality of the System
Software and Provider Content, although the final decision on changes and additions to the
System will be made by the voting members of the Committee.
19. Force Majeure.
Neither Party shall be liable to the other Party for any damages, costs, expenses or other
consequences incurred by a Party or by any other person or entity as a result of delay in or
inability to deliver any Services or comply with other obligations and responsibilities under this
Agreement due to circumstances or events beyond the Party's reasonable control, including,
without limitation: (i) acts of God; (ii) changes in or in the interpretation of any law, rule,
regulation or ordinance; (iii) strikes, lockouts or other labor problems; (iv) transportation
delays; (v) unavailability of supplies or materials; (vi) fire or explosion; (vii) riot, military action
or usurped power; or (viii) actions or failures to act on the part of a governmental authority.
20. Miscellaneous.
Assignment. The Parties shall not assign its rights or obligations under this Agreement without
the prior written consent of the other parry.
Severability If any provision of this Agreement is held by a court of competent jurisdiction to
be contrary to law, such provision shall be changed and interpreted so as to best accomplish
the objectives of the original provision to the fullest extent allowed by law and the remaining
provisions of this Agreement shall remain in full force and effect.
Waiver and Amendment No modification, amendment or waiver of any provision of this
Agreement shall be effective unless in writing and signed by the Parties. No failure or delay by
either Party in exercising any right, power, or remedy under this Agreement shall operate as a
waiver of any such right, power or remedy.
Governing This Agreement shall be governed by the laws of the state of Minnesota, and
the Parties hereby submit to exclusive jurisdiction in the federal and state courts located in
Minnesota for all disputes in connection with this Agreement or the transaction contemplated
hereby.
Notices Except as provided otherwise in this Agreement, all notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by United States first
class mail, postage prepaid, sent by facsimile or delivered personally by hand or nationally
recognized courier. All such notices and other written communications shall be effective one
(1) business day after the date of mailing, receipt of confirmed facsimile transmittal or delivery.
All notices shall be addressed to the applicable Party at its respective address first set forth
above or such other address as may be designated on notice to the other Party pursuant
hereto.
Independent Contractors Dakota County/CJIIN and its personnel or agents, in performance of
this Agreement, are acting as independent contractors and not as employees or agents of the
City. Under no circumstances will either Party have the right or authority to enter into any
contracts or assume any obligations for the other or to give any warranty to or make any
representation on behalf of the other.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective duly authorized officers as of the date set forth above. This Agreement shall be
effective only when executed below by both Parties.
CITY OF COLUMBIA HEIGHTS
By
City Manag
Date of Si natur
,.w
By
ty A rn y
Date of ignature /c? —/0—&I
Approved by Dakota County Board COUNTY OF DAKOTA
Resolution No. 07-233
By
Date of Signature
Dakota County Attorney's Office Approved as to Form (Asst County Attorney):
Dakota County Judicial Center
1560 Highway 55 By
Hastings, MN 55033
651-438-4438 Date of Signature
KS12-244-3 Criminal Justice System Services Agreement Columbia Heights 08-29-12
ATTACHMENT A
SYSTEM OVERVIEW
The CJIIN System includes the following applications:
eBriefing: EBriefing is a web application that enables the data entry, viewing, and tracking of
police roll call briefing information. Nine categories of data are available and shared between
law enforcement agencies. The application includes notifications of situational changes, various
levels of security, and advanced auditing.
Search, Preference, Clipboard: The CJIIN Search application provides criminal justice users
the ability to search local databases for briefing, forms, prisoner, warrant and arrest
information. Configurable Preferences allow agencies to customize the CJIIN applications for
their personal and agency use. The Clipboard application is the foundation for allowing
personnel to enter information once, and then copy data to the CJIIN Clipboard to re-use that
information throughout the criminal justice process.
eForms: eForms is CJIIN's field based reporting application for law enforcement. It is a web
application that enables the data entry, viewing, and tracking of law enforcement forms.
Currently, five form types are available to local agencies. The application includes notifications
of situational changes, various levels of security, and advanced auditing.
Scheduling: CJIIN Scheduling provides criminal justice users the ability to electronically create,
modify, view, and distribute staff work schedules. Scheduling includes the ability to set agency
specific work patterns, work types, teams/groups, and assignment areas for all staff as well as
set the agency's schedules for weeks, months, even years in advance.
CJIIN Integration Hub: The CJIIN integration hub is based on Microsoft's BizTalk integration
middleware and is used for the routing of information among CJIIN partners. Fully deployed,
the integration hub will link regional criminal justice information systems in Dakota County.
ATTACHMENT B
MAINTENANCE AND SUPPORT SERVICES
CHIN shall maintain all CHIN applications including related hardware and software hosted by Dakota
County.
Support shall include:
1. Unlimited phone support, facsimile and email, including the use of the "CJIINSUPPORT"
email system available to all users during regular business hours.
2. Regular business hours will be 8:00 a.m. — 5:00 p.m., Monday— Friday.
3. 24x7x365 after hours support for major system failures will be available by contacting CJIIN
Support at 651438-8348 and following the emergency phone procedures.
4. CHIN application staff shall support a 24x7 phone to respond to any and all emergencies.
5. All applications will include the ability to email "CHIN SUPPORT" at anytime. This email
account will be monitored during regular business hours.
6. CJIIN staff will attend user group meetings that will be held at least annually, but not more
than quarterly, to solicit user feedback on system improvements.
ATTACHMENT C
CONSULTING SERVICE HOURLY RATES
On the effective date of this Agreement, CJIIN will charge $130 per hour, including travel time, for
consulting services that are outside the scope of this Agreement. This hourly rate may be increased by
CJIIN on January 1 of each year.
ATTACHMENT D
TERMS AND CONDITIONS FOR USING THE CHIN SYSTEM
When a Permitted User accesses the CJIIN System for the first time, the user will be presented the
information reproduced below. To create a digital identity in CHIN System and access the CJIIN
Applications, the Permitted User must read and accept these Terms and Conditions. This language
may be displayed to the Permitted User periodically to remind the user of the terms for using the CHIN
System and to confirm user acceptance of the terms and conditions.
Read this before clicking any buttons on the bottom of this page. You are agreeing to the following
Terms and Conditions.
You are requesting access to the CHIN System and specific CHIN applications over a secure criminal
justice network. By clicking on the "I Accept" button below, you are digitally signing this Agreement
and creating a digital identity that you own and manage. You are also signifying your agreement with
the following:
You will use the CHIN System, Services and applications for legitimate business purposes only;
You will not disclose your system password or security question/answer to others;
You will comply with privacy and confidentiality provisions of the Minnesota Government Data Practices
Act and other applicable data privacy laws;
You will not access the CJIIN System if you are no longer employed by or under contract with the City.
By submitting your personal information and clicking the "I Accept" button, you indicate that you have
read, understand, and agree to these Terms and Conditions. Your submission of this form will
constitute your consent to the collection and use of this information and to the transmission of this
information to Dakota County/CJIIN staff as necessary to provide you with access to the System and
Software Applications.
ATTACHMENT E
MINIMUM EQUIPMENT AND HARDWARE SPECIFICATIONS
A Secure Web Browser - Internet Explorer 7.0 or better or FireFox 5.0 or better over a secure
connection to the internet.
A CJDN Network IP is required to ensure that you are accessing Law Enforcement Data from a secure
location.
A 256KB/S dedicated internet connection. 1MB/S or faster is recommended for a better experience.
Pentium IV (or equivalent) processor or better is recommended. The CJIIN Applications use AJAX to
push some calculations and other user interface rendering to the client.
For windows XP but we recommend at least 512MB to support the large memory allocation of Internet
Explorer. Vista is supported but a minimum of IGB of memory is needed and 2GB or more is
preferred. We intend to support Windows 7 using IE8.
1024 X 768 resolution or better will provide the best experience.
Keyboard and pointing device. Tabbing can be used to access most functionality, but a Mouse or other
point and click device will help speed up navigation in certain instances.
Sliverlight and net Framework 3.5 (for scheduling).
ATTACHMENT F
Recommended FEE SCHEDULE
Cost of CJIIN Applications and Services for External Agencies
The following fees will be assessed for agencies accessing CJIIN applications:
eForms
Sign on fee equal to $150/user
Annual fee equal to$50/user
(This fee is prorated to the date that an agency begins using eForms during the Intitial Term; for example, if
an agency entered into this agreement in May, the fee would be $50 X # of users X 7/12 (the number of
months in the calendar year that the agency will use the system)
Annual hosting fee of$3000
Countywide eForms Hosting Fee: $41/user
(all law enforcement agencies in the County are using eForms)
eBriefing
2012: $28/user
Scheduling
Initial Cost by employee Number of Initial
(per bundle) Bundles Cost/Bundle
up to 25 employees 1 $1,000
up to 50 employees 2 $2,000
up to 75 employees 3 $3,000
100 4 $4,000
125 5 $5,000
150 6 $6,000
175 7 $7,000
200 8 $8,000
225 9 $9,000
250 10 $10,000
275 11 $11,000
300 12 $12,000
325 13 $13,000
350 14 $14,000
375 15 $15,000
400 16 $16,000
425 17 $17,000
450 18 $18,000
475 19 $19,000
500 20 $20,000
525 21 $21,000
550 22 $22,000
575 23 $23,000
600 24 $24,000
625 25 $25,000
Hosting Fee $1000/annually
Initial set up cost $100/hour
Annual Maintenance 20% of initial cost
Training
$100 per hour(plus expenses)
q'`
7.,
0'-
r,40 Conu, er ce B cj,'Iev ,-d
QUOTATION
September 11,2012 lhr 763/428-64-33 �Ek,,X 7763A`8-6,�-89
Mr. Kevin Hansen, P.E.
City of Columbia Heights
Sent via email only to:
7-
Project: Sanitary Sewer Smoke Testing
City of Columbia Heights,Minnesota
Infratech wishes to thank the city of Columbia Heights for the opportunity to present this
quotation for the aforementioned project.
Infratech recognizes that the city does currently have a program to reduce the inflow&
infiltration into their sanitary sewer system, and that the city wishes to conduct a smoke
testing project to farther this effort.
1. PROJECT APPROACH
Infratech suggests that the city take a leadership role in the following specific
responsibilities:
1. Public notification and communication
a. Use of local media outlets
b. Use of printed information to be included in utility billings or as separate
mailer
c. Public information meetings,before and during project, if necessary
d. Telephone confirmation of intended project schedule,if necessary
e. Placement of door hangers with intended project schedule
2. Emergency management notification and communication
a. Fire department
b. Police department
c. Law enforcement center-dispatch
d. Neighboring communities
3. Private property inspections
a. Contacting the property owner to schedule interior inspections, as needed
i. This work will likely be coordinated by the city and inspection
responsibilities defined in the future
Infratech recommends the following project approach and recognizes its project specific
responsibilities as detailed:
Columbia Heights, MN Page 1 9/11/2012
,ka,, ;"Iqval
AUTHORIZATION TO PROCEED
Signing of this proposal by authorizing agents of the prescribed project constitutes the
entire agreement between the parties and supersedes all prior proposals and agreements.
Infrastructure Technologies, Inc. City of Columbia Heights, Minnesota
Contractor Owner,
Sign
Joseph B. Rubbelke Name
Project Manager
Title /I v
Date r/ /Z' Date LQ LL Ll :�ZJ_
Special Instructions (if any):
Columbia Heights, MN Page 3 9/11/2012
j
1
1
1
1
;
PURCHASE AGREEMENT
.i
THIS P114RCHASE AGREEMENT (the "Agreement") is made and entered into this
day of � � , 2012 (the "Effective Date"), by and between Mady-Foss
Partnership, a Minnesota general partnership (referred to hereinafter as "Seller"), and Economic
Development Authority of the City of Columbia Heights, a public body corporate and politic
under the laws of the State of Minnesota(referred to hereinafter as"Buyer"),
RECITALS
A. Seller is the fee owner of certain real property located at 3927 Central Avenue fi
N.E. in Columbia Heights, Minnesota, and legally described in Exhibit A attached hereto and
incorporated herein by this reference(the"Property"), i
B. Buyer desires to purchase the Property and Seller is willing to sell the Property to
Buyer upon the terms and conditions set forth hereinafter.
AGREEMENT
NOW, THEREFORE, in consideration of the payments to be made hereunder and the
foregoing premises and the mutual covenants and agreements set forth herein,it is hereby agreed
as follows:
1. RECITALS INCORPORATED. The foregoing recitals are incorporated as if
fully set forth herein. ;
2. SALE AND PURCHASE OF PROPERTY. Seller agrees to sell and Buyer
agrees to purchase the Property legally described in Exhibit A. subject to and in accordance with i
the provisions of this Agreement The purchase price ("Purchase Price") to be paid by Buyer to
Seller for the Property is Nine Hundred Five Thousand Dollars ($905,000). Upon execution of J
this Agreement by all parties,Buyer will deposit with the title company,as escrow agent,Earnest
Money in the amount of$27,750, the sufficiency of which is acknowledged by Seller. Buyer
shall pay the remainder of the Purchase Price ($877,250) at Closing by check or wire transfer,
and Seller shall convey the Property to Buyer at Closing by Warranty Deed.
3. TITLE. Buyer shall be satisfied that title to the Property is good I
and marketable. No later than five (5) days after the Effective Date, Seller shall deliver to
Buyer, at Seller's sole cost and expense: (a) an abstract(s) covering the portions of the Property
that are not registered in the Torrens system, certified to date and including proper searches
covering bankruptcy, state and federal tax liens, judgments, unpaid assessments and pending
assessments; (b) all leases relating to any portion of the Property; (c) copies of partnership i
agreements and other documents confirming the authority of Seller to sell the Property; and (d)
any surveys of the Property which are in the possession or control of Seller. Within five (5)
2
4022220 RJL CL.205-36 j
i
. l
i
I
I
business days of receipt by Buyer of (a), (b), (c) and (d), Buyer shall order a commitment to
issue an ALTA Owner's title insurance policy(the"Title Commitment') for the Property issued
by Old Republic Title Insurance Company, 400 Second Avenue South, Minneapolis, Minnesota
(the "Title Company"), naming Buyer as the proposed owner/insured of the Property for the
insured amount of the Purchase Price, The cost of the Title Commitment and the premium shall
be paid by Buyer. Buyer shall pay the policy premium and the cost of any endorsements to the
title policy. The Title Commitment shall commit to insure marketable title in fee simple in
Buyer, free and clear of all mechanics' liens, tax liens, judgments, questions of survey,
unrecorded interests or rights of parties in possession and subject only to such matters or
exceptions to title as Buyer may approve pursuant to this Agreement. The Title Commitment
must be accompanied by legible copies of all title exceptions and Schedule B documents noted
therein. Buyer will be allowed twenty (20) business days after receipt of the Title Commitment
and Buyer's survey for examination thereof and for making any objections to the marketability
of the title to the Property, said objections to be made by written notice or to be deemed waived. 1
If any objections are so made to the marketability of the title to the Property, Seller shall i
immediately commence and diligently endeavor to complete all actions necessary to cure such
objections and shall be allowed forty-five(45)days after the making of such objections by Buyer
to cure such objections and make the title to the Property good and marketable of record in Seller
and to obtain and deliver to Buyer appropriate endorsements to the Title Commitment, indicating
that any such objections have been cured. Pending the correction of the title, the Closing Date
and the payment hereunder required shall be postponed, but upon correction of the title and
within 15 days after written notice of such correction given by Seller to Buyer, Seller and Buyer i
shall perform this Agreement according to its terms. If Seller refuses or fails to have such
additional objections cured or removed on or before Closing, Buye ay, at its sole election,
either (a)terminate this Agreement without any liability on its pa (b) Lire the objections and
Buyer's costs incurred in doing so shall be a credit toward t c ase Price at Closing; or
(c)consummate the purchase and sale contemplated hereby and waive all uncorrected tit
objections.
- � OL , G 4f,6 t -bve - 0 bow t��
4. SURVEY. Promptly following receipt by Buyer of the title commitment, i
Buyer shall, at Buyer's expense, order a survey of the Property by a registered land surveyor !�
(the"Survey"). i
5. ENVIRONMENTAL REPORTS. Within five (5) days after the Effective
Date, Seller shall provide to Buyer copies of all environmental assessment reports, remediation
reports, geotechnical reports, governmental statutory or regulatory filings and reports, and all
other correspondence and other documentation regarding the environmental and geotechnical i
condition of the Property in the Seller's possession or control (the "Existing Environmental
Reports"). Buyer may obtain, at Buyer's expense, a current environmental site assessment
(the "Buyer's Environmental Report"). The Existing Environmental Reports and Buyer's
Environmental Report are referred to hereinafter together as the"Environmental Reports".
{. INSPECTION. Buyer shall have the right to undertake inspections, tests, and
investigations of the Property for a period of ten (10) business days following the Effective
Date ("Inspection Period"), Provided Buyer gives Seller at least two business days' notice,
Seller shall provide Buyer with access to the Property without charge and at all reasonable times
3 '
402222v9 RJL CL205-36
completion of environmental, engineering, and such additional investigation and testing as is
deemed desirable by Buyer. In the event Closing (as hereinafter defined) does not occur for any
reason, Buyer shall repair and restore any damage to the Property caused by Buyer's testing and
shall return the Property to the same condition as existed prior to the testing.
7. REPRESENTATIONS OF SELLER. Seller hereby represents and warrants to
Buyer the following:
(a) Environmental Compliance. Seller has received no notice of and is not
aware of any violation related to the Property of applicable law, statute,
ordinance, rule, regulation, order or determination of any governmental
authority with respect to hazardous substances or of the presence of
hazardous substances in or on the Property, except as disclosed in any of the
Environmental Reports. For purposes hereof, "hazardous substances"means
any substance designated pursuant to the Clean Water Act, Title 33 U.S.C.
Section 1321, any element, compound, mixture, solution or substance
designated pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act, Title 42 U.S.C. Section 9602, any
hazardous waste having the characteristics identified under or listed
pursuant to the Solid Waste Disposal Act, Title 42, U.S.C. Section 6921,
any toxic pollutant listed under Section 307(a) of the Clean Water Act,
Title 33 U.S.C. Section 1317(a), any hazardous air pollutant listed under
Section 112 of the Clean Air Act, Title 342 U.S.C. Section 7412, any
imminently hazardous chemical substance or mixture with respect to which
the Administrator of the Environmental Protection Agency has taken action
pursuant to Section 7 of the Toxic Substances Control Act, Title 15 U.S.C.
Section 2606 and any hazardous waste, hazardous substance, pollutant or
contaminant, as defined in the Minnesota Environmental Response and
Liability Act, Minnesota Statutes, Section 115B.02. The term also includes,
but is not limited to, polychlorinated biphenyls, asbestos, petroleum
products and various constituents of such products, urea formaldehyde and
related substances.
(b) Storage Tanks. Seller is not aware of any underground storage tanks
located on or in the Property except as disclosed in any of the
Environmental Reports.
(c) Pending Litigation. There is no condemnation or other litigation presently
pending or, to Seller's knowledge, under consideration by any party
affecting, directly or indirectly, the Property.
(d) Governmental Action. Seller has not received notice of any action, suit or
proceeding instituted by any person or entity against or affecting the
Property before any federal, state, municipal or other governmental
authority, including without limitation notice of any condemnation or taking
for any public right-of-way or utility.
4022220 RJL CL205-36 3
(e) Authorization. Seller is the sole owner of the Property, and has the right,
power and capacity to enter into this Agreement, to consummate the
transactions contemplated hereby, and to comply with the terms, conditions,
and provisions hereof.
(f) Condition of Property. Except for notices from the Minnesota Pollution
Control Agency with respect to environmental contamination present on the
Property, Seller has received no notice, order or other communication from
any governmental body having jurisdiction over the Property requiring any
improvement to or alteration of the Property which has not been remedied,
and Seller agrees to give Buyer prompt written notice of any such
communication received on or prior to Closing Date.
(g) Underground Storage Tanks Affidavit. In the event that there are any
underground storage tanks on the Property, Seller agrees to file a storage
tank affidavit complying with Minnesota Statutes § 116.48, subd. 6, as
amended, prior to Closing.
(h) Wells/Septic Systems. Seller certifies and warrants that it is not aware of
the existence of any wells on the Property within the meaning of Minn. Stat.
§ 103I.005. Seller is not aware of any individual sewage treatment system
on the Property within the meaning of Minn. Stat. § 115.55.
(i) Right to Sell. Seller has not entered into any other unterminated contracts
for the sale of the Property, is not aware of any rights of first refusal or
options to purchase the Property, and consummation of the sale will not
violate the provisions of any governmental regulation or law applicable to
Seller, nor of any agreement or instrument by which Seller is bound.
(j) Parties in Possession. Seller covenants that there will be no tenants or
other parties in possession of the Property as of the Date of Closing, or
with the right to possession of the Property or any part thereof after the
Closing Date. At Closing, the Seller shall deliver to Buyer written evidence,
in form and content reasonably acceptable to Buyer,that there are no parties in
possession of a portion of the Property.
(k) Removal of Personal Property. Seller shall remove all personal property
and debris, if any, from the Property by the Closing Date.
8. RIGHTS/DUTIES. At all times prior to Closing, Seller shall comply with the
following:
(a) Seller shall maintain the Property in the same condition as in existence on
the date hereof and shall comply at all times with all applicable codes and
ordinances.
402222v9 RJL CL205-36 4
(b) Seller shall continue to pay all real estate taxes and any installments of
special assessments certified thereto which become due and payable prior to
Closing.
(c) Seller shall not permit the storage, release or disposal of hazardous or toxic
substances or contaminants on the Property.
(d) Seller shall not encumber, permit liens to attach to, or convey any interest in
the Property to any other party.
(e) No permanent improvements shall be constructed on the Property without
Buyer's written consent.
(f) Seller shall pay all utilities due up to and including the Closing Date.
9. CONTINGENCIES TO CLOSING. Buyer's obligation to close shall be
subject to the following contingencies:
(a) Buyer's receipt at Closing of a satisfactorily marked-up Title Commitment
to issue an Owner's Title Insurance Policy meeting the requirements set
forth in Section 3 hereof as of the Closing Date.
(b) Seller's performance of each of its obligations under this Agreement.
(c) Seller's representations and warranties being true and correct in all matters
on and as of the Closing Date and Seller's delivery of a certificate (a"Bring
Down Certificate") to Buyer at Closing to such effect.
(d) Seller shall not have entered into any leases, license agreements or material
contracts for all or any portion of the Property, or constructed any
permanent improvements on the Property, without Buyer's consent.
(e) Buyer's satisfaction with the Survey to be obtained by Buyer under
Section 4.
(f) Buyer having determined, in its sole discretion after inspection of the
Property and the Environmental Reports under Section 3(c) and (d), that
environmental and soil conditions on the Property are satisfactory. This
contingency shall expire upon termination of the Inspection Period.
(g) Execution of a Letter of Understanding or Access Agreement by Buyer and
Gem Properties, LLC and Columbia Heights Rental, Inc. concerning
driveway access for the Columbia Heights Rental property located at 3901
Central Avenue NE, Columbia Heights, Minnesota ("Columbia Heights
Rental Property") following Closing ("Access Agreement").
402222v9 RJL CL205-36 5
(h) Execution by Gem Properties, LLC of a Right of First Refusal Agreement
("Right of First Refusal Agreement"), in form acceptable to the Executive
Director of the EDA, obligating Gem Properties, LLC, as owner of the
Columbia Heights Rental Property, to provide Buyer the right to purchase
the Columbia Heights Rental Property upon the same terms of purchase as
is offered to Gem Properties, LLC or other owner of the Columbia Heights
Rental Property in writing by any bona fide third party.
(i) The contingencies set forth in this Section 9 are solely for Buyer's benefit
and may be waived or enforced only by Buyer.
10. CONTROL OF PROPERTY, CONDEMNATION, CASUALTY LOSS.
(a) Seller's Risk of Loss. Until Closing, Seller shall have the full
responsibility and the entire liability for any and all damages or injury of
any kind whatsoever to the Property, and to any and all persons, whether
employees or otherwise, and all property from and connected to the
Property; except that Buyer shall be responsible for damages or injury
caused by Buyer or Buyer's representatives during Buyer's inspection and
testing of the Property.
(b) Condemnation. If the Property (or any part thereof) is threatened with
condemnation, or legal proceedings are commenced under the power of
eminent domain, Seller shall promptly notify Buyer of such fact in writing,
and furnish to Buyer as a part of said notice full copies of all pleadings,
correspondence and other documents and data pertaining thereto. Buyer
shall have the right, which must be exercised by Buyer on or before the
Closing, to (i)proceed to Closing with the Purchase Price of the Property
reduced by the amount of condemnation payments and awards payable to
Seller as a result of such condemnation or eminent domain proceedings; or
(ii) receive all such payments and awards, in which event the Purchase Price
shall remain the same, and Seller shall assign to Buyer, and Buyer shall be
entitled to receive, all rights to the condemnation awards.
(c) Damage/Destruction. If, prior to Closing, the Property (or any part
thereof) is destroyed or damaged, Seller shall notify Buyer of such
destruction or damage, and Buyer shall then have the option to terminate
this Agreement or to proceed with the Closing.
11. CLOSING. Unless another date is mutually agreed upon in writing by the
parties, the Closing shall take place on the date that is ten (10) business days following the last to
occur of the following (the "Closing Date"): (a) written waiver by the Executive Director of
Buyer of any objections by Buyer to conditions of title, survey, or suitability and condition of the
Property; (b) vacation of the Property by Seller and any other occupants of the Property; and (c)
execution of the Access Agreement and Right of First Refusal Agreement. The closing of this
402222v9 RJL CL205-36 6
transaction (the "Closing") shall take place at the office of the Title Company, or another
location mutually agreeable to the parties. Possession of the Property shall be delivered on the
Closing Date.
12. SELLER'S CLOSING OBLIGATIONS. Each of the following shall be a
necessary precondition to Buyer's obligation to close hereunder:
(a) Seller's Deliveries. At or prior to the Closing, Seller shall execute,
acknowledge and/or deliver to Buyer, as appropriate,the following:
(i) A Warranty Deed conveying to Buyer marketable fee simple title to
the Property, subject only to the Permitted Encumbrances listed in
Exhibit B attached hereto and incorporated herein by this reference.
If there are no wells on the Property, the Warranty Deed shall include
the following statement: "Seller certifies that Seller does not know
of any wells on the described Real Property." If there are wells
located on the Property, Seller shall deliver a well disclosure
certificate as required by Minn. Stat. § 1031.235 disclosing the
location and status of all wells located on the Property and providing
such well disclosure documentation as required.
(ii) Bring Down Certificate confirming that Seller's representations and
warranties herein are still true and correct and/or have been satisfied.
(iii) Standard Form of Seller's Affidavit, in form and content acceptable
to Buyer and sufficient to permit the Title Company to delete from
the Title Commitment any exception regarding mechanic's liens,
rights of parties in possession and unrecorded interests.
(iv) Affidavit required pursuant to Section 1445 of the Internal Revenue
Code and/or the regulations relating thereto stating, under the
penalties of perjury, that (i)neither Seller nor any other parry so
swearing is a foreign person, (ii)the U. S. taxpayer identification
number of Seller and such other parties, if any, and (iii) such other
information as may be required by regulations enacted by the U. S.
Department of the Treasury in connection with Section 1445 of the
Internal Revenue Code.
(v) Certificate of Real Estate Value required by the Minnesota
Department of Revenue.
(vi) Septic Disclosure Statements and well sealing certificates, if
applicable,in accordance with applicable law.
402222v9 RJL CL205-36 7
(vii) Such other documents as may be reasonably necessary or appropriate
to effect the consummation of the transaction contemplated in this
Agreement.
(b) Title Commitment. Buyer shall be satisfied with the marked-up Title
Commitment, which Title Commitment shall reflect that all of the standard
exceptions have been deleted, and shall show no exceptions except those
known and not objected to by Buyer as provided in Section 3.
(c) Leases/Material Contracts. Seller shall not have entered into any new or
amended lease or other contract affecting all or any part of the Property.
13. BUYER'S OBLIGATIONS AT CLOSING. At Closing, and subject to the
terms, conditions, contingencies and provisions hereof and the performance by Seller of its
obligations as set forth herein, the Buyer shall pay to Seller the remainder of the Purchase Price.
All sums paid by Buyer to Seller shall be credited against the Purchase Price.
14. CLOSING COSTS. The following costs and expenses shall be paid as follows
in connection with the Closing:
(a) Seller's Costs. Seller shall pay:
(i) The recording fee for recording all documents required to convey
marketable title to the Property.
(ii) The state deed tax.
(iii) One-half of the closing fee charged by the Title Company.
(b) Buyer's Costs. Buyer shall pay:
(i) One-half of the closing fee charged by Title Company.
(ii) The premium for the Owner's Title Policy.
(iii) Recording costs for the deed, including the conservation fee due
upon recording the deed.
(c) Legal Fees. Each party shall pay the fees and costs of their respective legal
counsel.
15. PRORATIONS. Real estate taxes, governmental use fees, area charges and the
like (collectively "Real Estate Taxes") due and payable in the year of Closing shall be prorated
between Seller and Buyer as of Closing Date, based upon a calendar year. Real Estate Taxes due
and payable in the years prior to the year of Closing shall be paid in full by Seller on or before
the Closing. Any Real Estate Taxes or special assessments which have been deferred and
402222v9 RJL CL205-36 8
become or will become due and payable as a result of the conveyance of the Property shall be
paid in full by Seller on or before the Closing. All other special assessments levied and pending
as of the date of Closing, including installments due in the year of Closing, shall be paid by
Seller at Closing. An assessment shall be deemed pending if the assessing authority has approved
the improvement which will result in the assessment and has entered into a contract to construct
the improvement.
16. BROKERAGE. Buyer and Seller each represent to the other that they are not
liable to any broker or agent with regard to the sale contemplated hereby. Seller agrees to
indemnify, defend and hold harmless the Buyer from brokerage fees and commissions and from
any claim made by any broker or sales agent or similar party for a commission due under the
terms of any agreement entered into by the Seller, including without limitation reasonable
attorneys' fees. Buyer agrees to indemnify, defend and hold harmless the Seller from brokerage
fees and commissions and from any claim made by any broker or sales agent or similar party for
a commission due under the terms of any agreement entered into by the Buyer, including without
limitation reasonable attorneys' fees.
17. DEFAULT.
(a) Seller's Default. In the event that Seller should fail to consummate the
transactions contemplated herein for any reason, except the default by
Buyer, Buyer may pursue any remedies available to it under Minnesota law,
including seeking specific performance of this Agreement and recovering
from Seller all costs, disbursement and attorneys' fees incurred in said
specific performance action.
(b) Buyer's Default. If Buyer should fail to consummate the transactions
contemplated herein for any reason, except the default by Seller, or the
failure of any of the contingencies or conditions to the Buyer's obligations
set forth herein, the Seller may pursue any remedies available to it under
Minnesota law, including seeking specific performance of this Agreement
and recovering from Buyer all costs, disbursement and attorneys' fees
incurred in said specific performance action.
18. MISCELLANEOUS. The following general provisions govern this Agreement.
(a) Time of Essence. Time is of the essence of this Agreement.
(b) Governing Law. This Agreement is made and executed under and in all
respects to be governed and construed by the laws of the State of
Minnesota.
(c) Notices. Any notice required to be given to Seller or Buyer pursuant to this
Agreement shall be in writing and shall be deemed duly given at the date of
delivery by messenger or by recognized overnight courier, or on the date of
mailing if sent by certified mail, return receipt requested, to the addresses
402222v9 RJL CL205-36 9
stated below. Any party, by notice given as aforesaid, may change the
address to which subsequent notices are to be sent.
If to Buyer: Columbia Heights Economic Development Authority
Attn: Executive Director
590—40th Avenue N.E.
Columbia Heights, MN 55421
And
Kennedy& Graven, Chartered
Attn. Robert J. Lindall.
470 U. S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
If to Seller: Mady-Foss Partnership
Attn: Douglas and Denise Foss
5530 Old Viking Boulevard N.W.
Anoka, MN 55303
and
Gem Properties, LLC
Attn: Mark Moser
3901 Central Avenue NE
Columbia Heights, MN 55421
(d) Buyer's Waiver Rights. Buyer, at its option, may waive any right
conferred upon the Buyer by this Agreement. Except as provided otherwise
herein, such waiver may be made by, and only by, giving Seller written
notice specifically describing the right waived.
(e) Amendment. This Agreement shall be amended only by a written
instrument signed by Seller and Buyer.
(f) Construction. The captions and headings of the various sections of this
Agreement are for convenience only and are not to be construed as defining
or as limiting in any way the scope or intent of the provisions hereof.
Wherever the context requires or permits, the singular shall include the
plural, the plural shall include the singular and the masculine, feminine and
neuter shall be freely interchangeable.
(g) Assignment. Neither party shall have the right to assign its interest under
this Agreement, without first obtaining the consent of the other party.
(h) Invalidi . If for any reason any portion or section of this Agreement shall
be declared void and unenforceable by any court of law or equity it shall
only affect such particular portion or section of this Agreement and the
4022220 RJL CL205-36 10
I i
I
binding upon the parties hereto.
(i) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and either of the parties hereto may execute this Agreement by
signing any such counterpart.
{j} Merger/Survival. All prior understandings and agreements between the
parties are merged into this Agreement which alone fully and completely
expresses their agreement. All representations, covenants, obligations and
agreements contained herein shall survive the Closing and delivery of the
Warranty Deed by Seller.
1
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date
set forth after their signature below:
SELLER:
MADY-FOSS PARTNERSHIP,a
Min esota general tnership
By:
Denise Foss,a Partner
Date: ,2012
By: i
Do r
Date: ll�l��J13! - ,2012 I
II
1-
GEM PROPERTIES,LLC
By:
Mark Moser,Manager
I
Date:- ,2012
12
4022220 RJL CL205-36
t
3
balance of this Agreement shall remain in full force and effect and shall be
binding upon the parties hereto.
(i) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and either of the parties hereto may execute this Agreement by
signing any such counterpart.
(j) Merger/Survival. All prior understandings and agreements between the
parties are merged into this Agreement which alone fully and completely
expresses their agreement. All representations, covenants, obligations and
agreements contained herein shall survive the Closing and delivery of the
Warranty Deed by Seller.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
set forth after their signature below:
SELLER:
MARY-FOSS PARTNERSHIP, a
Minnesota general partnership
By:
Denise Foss, a Partner
Date: , 2012
By:
Douglas Foss, a Partner
Date: , 2012
GEM PROPERTIES,LLC
By. C' r
Mark Moser, Manager
1W
Date: �' , 2012
402222v9 RJL CL205-36 1 1
BUYER:
AUaTHECONOMIC DEVEL ENT
F T Y OF
I
C L
ORITY OF T E Cl Y OF
)LUM Ulf
COLU B HEI T
By. j
Its President
q J7,
By: _
Its Executive Director
Date: 2012
402222v9 RJL CL205-36 12
EXHIBIT A
Legal Description of the Property
C.T.File No. 2613612
BtOCk4,WoIIQQ'6R6arran96Ment of LOIS 33 anti 34,BJo06,Reservoir Hills,excepting therefrom however,the two
following descrioad tracts;
Tract 1:
The North 330 feat thereof, )U
Tract 2;
COMMencIng at the Southwest cornor of Block 4,Walton's Rearrangement of Lots 33 and 34,Block&,Feswvolr Hills;
thence Northttly along the West line of said Block 4,100 feet;thence Easterly parallel with the South line of sad Block 4,
103 feet;thence Southerly parallel with tits-West line of 6ald Black 4,100 feet to a point within said South boundary(ins;
thence Wostarly along the South line of said!;took 4,163 feet to the point of beginning,according to the plot thereof on file
Of of r0cord In the office of the County Recorder,Anoka County,Minve6ot4,
402222v9 RJL CL205-36 A-1
EXHIBIT B
Permitted Encumbrances
402222v9 RJL CL205-36 B-1
EXHIBIT C
Well Bisclosure Statement
402222v9 RJL CL205-36 C-1