HomeMy WebLinkAboutCC WS PACKET 02082022CITY OF SAINT ANTHONY VILLAGE
WORKSESSION AGENDA
Tuesday, February 8, 2022 at 5:45PM
Join Meeting via Zoom
There is also a dial -in option available. Members of the public who wish to attend the meeting may do so
in person.
Minutes
Approval Of Worksession Meeting Minutes
WS 12 -14 -21.PDF
Worksession Topics
Community Survey And Policy
Nicole Miller, Assistant to the City Manager, presenting.
COVER MEMO.PDF
PRESENTATION.PDF
POLCO AGREEMENT .PDF
USE OF COMMUNITY SURVEY POLICY.PDF
Future Worksession Dates, Times And Agenda Items
February 15, 5:45 PM - Parks & Environmental Commission Interviews
February 22, 5:45 PM - City Council OnBoarding & Core Competencies
March 8, 5:45 PM - Organized Collection RFP
Future Agenda Items
FUTURE AGENDA ITEMS.PDF
Adjournment
If you would like to request special accommodations or alternative formats, please contact the City
Clerk at 612 -782 -3313 or email city@savmn.com . People who are deaf or hard of hearing can
contact us by using 711 Relay.
Our Mission is to be a progressive and welcoming Village that is walkable, sustainable and
safe.
1.
A.
Documents:
2.
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4.
CITY OF SAINT ANTHONY VILLAGEWORKSESSION AGENDATuesday, February 8, 2022 at 5:45PMJoin Meeting via ZoomThere is also a dial -in option available. Members of the public who wish to attend the meeting may do so in person.MinutesApproval Of Worksession Meeting MinutesWS 12 -14 -21.PDFWorksession TopicsCommunity Survey And PolicyNicole Miller, Assistant to the City Manager, presenting.COVER MEMO.PDFPRESENTATION.PDFPOLCO AGREEMENT .PDFUSE OF COMMUNITY SURVEY POLICY.PDFFuture Worksession Dates, Times And Agenda ItemsFebruary 15, 5:45 PM - Parks & Environmental Commission InterviewsFebruary 22, 5:45 PM - City Council OnBoarding & Core CompetenciesMarch 8, 5:45 PM - Organized Collection RFPFuture Agenda Items
FUTURE AGENDA ITEMS.PDF
Adjournment
If you would like to request special accommodations or alternative formats, please contact the City
Clerk at 612 -782 -3313 or email city@savmn.com . People who are deaf or hard of hearing can
contact us by using 711 Relay.
Our Mission is to be a progressive and welcoming Village that is walkable, sustainable and
safe.
1.A.Documents:2.A.Documents:3.A.Documents:
4.
City of St. Anthony
CITY COUNCIL WORK SESSION
Minutes
December 14, 2021
Present:
Mayor & Council
Randy Stille, Mayor, Thomas Randle, Councilmember, Wendy Webster, Councilmember and Jan Jenson,
Councilmember, Bernard Walker, Councilmember
Staff:
Charlie Yunker, City Manager, Nicole Miller, Assistant to the City Manager
Call to Order:
Mayor Stille called the Work Session to order at 5:45 p.m.
Community Survey:
Nicole Miller reviewed the information received to date on conducting a community survey utilized
Polco including pricing. One option is to compile a customized survey and focus on service delivery, or to
utilize the standard National Community Survey that will allow the city to benchmark with comparable
cities. A small set of additional questions can be added for an additional cost.
The Council asked questions regarding how benchmarking would work, and the ability to customize the
National Community Survey if desired. Staff will investigate the customization of the National
Community Survey, however the options will be limit in order to be able to benchmark in the future.
Council discussed the need to ensure the survey is conducted properly, and staff reiterated that Polco
does approach conducting the survey in a manner to ensure it is statistically sound.
Staff also drafted a policy as requested by the Council to guide the use of a community survey. Nicole
reached out to other cities and the policy was drafted largely based on their input. However, no other
cities have a comparable usage policy in place. Mayor Stille discussed that purpose of the policy is to
ensure that the Council maintains its governance role and use the survey as a tool to help inform
decisions.
Council also discussed the benefits of conducting a survey and having the information available to
inform decisions. Council concurred on conducting the National Community Survey with Polco and
allowing staff to add some additional questions.
Staff will revise the proposed policy from Council feedback, and arrange for Polco representative to be
made available to describe the process and answer any additional Council questions.
Watertower Design Concepts:
Nicole Miller reviewed the concepts created by WSB for Council to offer feedback on which designs to
offer to the public for their preference. The Council preferred two designs, each one color with both city
logos, as long as the additional logo doesn’t add significant extra cost.
Selection of Official Newspaper:
Nicole Miller discussed a proposal to change the city’s official newspaper from the StarTribune to
Finance & Commerce in order to reduce costs to comply with statutorial requirements, while also
supplementing community notification with a push notification group resident can sign-up for.
Council would like more information on costs and subscription rates on the two newspapers before
making any changes. Staff will research and provide the information for further discussion.
Commission Charis for 2022:
Council discussed the recommendations for the Parks and Environmental Commission and Planning
Commission Chairs and Vice Chairs for 2022 and selected names for the resolutions to be approved at
the subsequent regular City Council meeting.
Future Work Sessions:
Next Work Session will be held on February 8th, at 5:45pm in the Council Chambers.
Adjournment:
The meeting adjourned at 6:55 p.m.
Respectfully submitted by Charlie Yunker, City Manager.
MEMORANDUM
To:Saint Anthony Village City Council
From:Nicole Miller, Assistant to the City Manager
Date:February 8, 2022 City Council Work Session
Request:Community Survey
BACKGROUND
At the September 28th council worksession, council considered proposals from Morris Leatherman and POLCO to
conduct a community survey. Staff recommended POLCO seeing the additional functionality that is included.
Real time results via an online dashboard with the ability to customize reports based on a variety of
factors; ex: demographics, area.
Access to online database to conduct additional surveys throughout the year, both designed by POLCO
and the ability to create your own informal surveys; ex: name our snowplow, vote on water tower
design.
Ability to send follow up information to participants-ex: what the outcome was.
NATIONAL COMMUNITY SURVEY
The National Community Survey (NCS) evaluates the “livability” of St. Anthony. The phrase “livable community”
is used to describe a place that is not simply habitable, but that is desirable. Great communities include
partnerships between government, private sector, community organizations, and residents. The NCS captures
residents’ opinions on the following ten facets of community:
Economy
Mobility
Community Design
Utilities
Safety
Natural Environment
Parks and Recreation
Health and Wellness
Education, Arts and Culture
Inclusivity and Engagement
Based on the questions asked, both council and staff can use the results for strategic planning, operations
planning and evaluation of comparisons to other cities to gauge how St. Anthony compares to other local or
national communities in determining trends.
USE OF COMMUNITY SURVEY POLICY
At the December 14th council worksession, council expressed interest in having staff revise the draft policy
regarding the use of community surveys. Staff has updated the draft policy for council’s feedback.
COMMUNITY SURVEY ADDITIONAL ITEMS FOR DISCUSSION
At the December 14th council worksession, council had questions regarding eliminating or modifying questions in
the National Community Survey. Staff reached out to POLCO for a response. The NCS is not able to be modified
as it will affect the format and benchmark comparisons. A POLCO representative will be available for additional
questions.
DISCUSSION ITEMS FOR COUNCIL FEEDBACK
Below are the specific items for discussion and feedback:
Does the Council have any questions for the POLCO representative?
Does the Council have feedback on the revised Use of Community Survey Policy?
Other considerations for staff?
ATTACHMENTS:
POLCO presentation
POLCO agreement
Use of Community Survey Policy
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1
Policy Confluence, Inc.
(dba Polco & National Research Center, Inc.)
ENTERPRISE SERVICES AGREEMENT
THIS ENTERPRISE SERVICES AGREEMENT (this “Agreement”)is effective as of
___________,20__between Policy Confluence,Inc.,a Delaware corporation (“Polco”or “Company”),
and St.Anthony,a [legal entity/description of municipality](“Customer”).This Agreement includes and
incorporates the Company’s Website Terms of Use (the “Terms of Use”found at
https://info.polco.us/terms-of-use)and the Company’s privacy policy (the “Privacy Policy”found at
https://info.polco.us/privacy and),which contain,among other things,warranty disclaimers,liability
limitations, and use limitations.
WHEREAS, Customer desires to engage Polco to conduct The National Community Survey
WHEREAS,Customer wishes to procure from Polco the services described herein,and Polco
wishes to provide such services to Customer,each on the terms and conditions set forth in this
Agreement.
NOW,THEREFORE,in consideration of the mutual covenants,terms and conditions set forth
herein,and for other good and valuable consideration,the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.Definitions.
“Authorized User”means each of the individuals authorized to use the Services (defined below in
Section 2.1)or Polco Materials pursuant to the terms and conditions of this Agreement,or any additional
individuals or Persons authorized to use the Services or Polco Materials as approved solely by Polco,as
set forth in Schedule A.
“Customer Data”means,information,data and other content,other than Resultant Data in any form
or medium,that is collected,downloaded or otherwise received,directly or indirectly from Customer or an
Authorized User by or through the Services or that incorporates or is derived from the Processing of such
information, data or content by or through the Services.
“Intellectual Property Rights”means any and all registered and unregistered rights granted,applied
for or otherwise now or hereafter in existence under or related to any patent,copyright,trademark,trade
secret,database protection or other intellectual property rights laws,and all similar or equivalent rights or
forms of protection, in any part of the world.
“Person”means an individual,corporation,partnership,joint venture,limited liability entity,
governmental authority, unincorporated organization, trust, association or other entity.
“Polco Materials”means any and all other information,data,documents,materials,works and other
content,devices,methods,processes,hardware,software and other technologies and inventions,
including any deliverables,technical or functional descriptions,requirements,plans or reports,that are
provided or used by Polco in connection with the Services or otherwise comprise or relate to the Services.
For the avoidance of doubt,Polco Materials include Resultant Data and any information,data or other
content derived from Polco’s monitoring of Customer's access to or use of the Services,but do not
include Customer Data.
“Process”means to take any action or perform any operation or set of operations that the Services
are capable of taking or performing on any data, information or other content.
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"Representatives"means,with respect to a party,that party's and its affiliates'employees,officers,
directors, consultants, agents, independent contractors, service providers, and legal advisors.
“Resultant Data”means information,data and other content that is derived by or through the
Services from Processing Customer Data,including,without limitation,statistics and Services analytics,
and is sufficiently different from such Customer Data that such Customer Data cannot be reverse
engineered or otherwise identified from the inspection,analysis or further Processing of such information,
data or content.
2.Services.
2.1.Services.The Company offers a variety of and products and services accessible through the
Company’s website https://polco.us (the “Website”)free of charge including promoting civic engagement
by providing tutorials,example questions,sample result dashboards,and a library of best civic
engagement practices and other such functionality as may be provided from time to time (collectively,the
"Free Content and Services").During the Term (defined below in Section 7.1)and subject to the and
conditioned on Customer’s and its Authorized Users’compliance with the terms and conditions of this
Agreement,Polco shall use commercially reasonable efforts to provide to Customer and its Authorized
Users (a)the Free Content and Services,and (b)any custom survey services as described in the
attached Schedule A and this Agreement (the “Custom Services,”together with Free Content and
Services,the “Services”).Polco will use commercially reasonable efforts to make the Services available
to the Customer twenty-four (24)hours per day,seven (7)days per week every day of the year,except
for:(i)Service downtime or degradation due to a Force Majeure Event (defined below in Section 12);(ii)
any other circumstances beyond Polco’s reasonable control,including Customer’s or any Authorized
User’s use of third party materials or use of the Services other than in compliance with the express terms
of this Agreement or the Terms of Use;and (iii)any suspension or termination of Customer’s or any
Authorized Users’ access to or use of the Services as permitted by this Agreement or the Terms of Use.
2.2.Service and System Control.Except as otherwise expressly provided in this Agreement,as
between the parties:(a)Company has and will retain sole control over the the Services;and (b)Customer
has the responsibility for making all arrangements necessary for Customer to have access to the Website
and ensuring that all persons who access the Website through Customer’s internet connection are aware
of this Agreement, the Terms of Use, and the Privacy Policy, and comply therewith.
2.3.Changes.Polco reserves the right,in its sole discretion,to make any changes to the Services or
Polco Materials that it deems necessary or useful to:(a)maintain or enhance the quality or delivery of
Polco’s services to its customers,or (b)to comply with applicable law.Without limiting the foregoing,
either party may,at any time during the Term,request in writing changes to the Services or Polco
Materials.The parties shall evaluate and,if agreed,implement all such requested changes.No
requested changes will be effective unless and until memorialized in a written change order signed by
both parties.
2.4.Suspension or Termination of Services.Polco may suspend,terminate or otherwise deny
Customer’s or any Authorized User’s access to or use of all or any part of the Services or Polco Materials
if:(a)Polco believes,in its sole discretion,that Customer or any Authorized User has failed to comply
with,any term of this Agreement,or accessed or used the Services or Polco Materials beyond the scope
of the rights granted or for a purpose not authorized under this Agreement;or (b)this Agreement expires
or is terminated.This Section 2.4 does not limit any of Polco’s other rights or remedies,whether at law,
in equity or under this Agreement.
2.5.Applicability of Additional Agreements.As a user of Company’s Website,Customer is subject to
the Terms of Use and the Privacy Policy as are in effect from time to time.In the event of any conflict
between this Agreement,the Terms of Use and Privacy Policy,this Agreement shall first govern,followed
by the Terms of Use and the Privacy Policy.
3.Authorization and Customer Restrictions.
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3.1.Authorization.Subject to and conditioned on Customer’s payment of the fees and compliance
with all other terms and conditions of this Agreement,Polco hereby authorizes Customer to access and
use,solely during the Term,the Services and Polco Materials as Polco may supply or make available to
Customer.This authorization is non-exclusive and,other than as may be expressly set forth in Section
13.6,non-transferable.Notwithstanding the foregoing,Polco hereby grants to Customer a perpetual,
royalty-free,non-transferable license to use any tangible Polco Materials provided to Customer by or
through the Services during the Term, which license shall survive the termination of this Agreement.
3.2.Limitations and Restrictions.Customer shall not,and shall not permit any other Person to,
access or use the Services or Polco Materials except as expressly permitted by this Agreement.For
purposes of clarity and without limiting the generality of the foregoing,Customer shall not,except as this
Agreement expressly permits:
(a)copy,modify or create derivative works or improvements of the Services or Polco
Materials;
(b)rent,lease,lend,sell,sublicense,assign,distribute,publish,transfer or otherwise make
available any Services or Polco Materials to any Person,including on or in connection with the
internet or any time-sharing,service bureau,software as a service,cloud or other technology or
service;
(c)reverse engineer,disassemble,decompile,decode,adapt or otherwise attempt to derive
or gain access to the source code of the Services, in whole or in part;
(d)bypass or breach any security device or protection used by the Services or access or use
the Services other than by an Authorized User through the use of his or her own then valid access
credentials;
(e)damage,destroy,disrupt,disable,impair,interfere with or otherwise impede or harm in
any manner the Services or Polco’s provision of services to any third party, in whole or in part;
(f)access or use the Services or Polco Materials in any manner or for any purpose that
infringes,misappropriates or otherwise violates any Intellectual Property Right or other right of any
third party (including by any unauthorized access to,misappropriation,use,alteration,destruction or
disclosure of the data of any other Polco customer), or that violates any applicable law;
(g)access or use the Services or Polco Materials for purposes of competitive analysis of the
Services,the development,provision or use of a competing software service or product or any other
purpose that is to Polco’s detriment or commercial disadvantage; or
(h)otherwise access or use the Services or Polco Materials beyond the scope of the
authorization granted under Section 3.1.
3.3.Customer Responsibilities.Except as otherwise determined by Polco,Customer shall be
responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,
access or otherwise use the Services,including,without limitation,modems,hardware,servers,software,
operating systems,networking,web servers and the like (collectively,“Equipment”).In the event Polco
obtains or provides any such Equipment,Polco shall only be responsible for maintaining such Equipment.
Customer shall also be responsible for maintaining the security of the Equipment,Customer account,
passwords (including but not limited to administrative and user passwords)and files,and for all uses of
Customer account or the Equipment with or without Customer’s knowledge or consent.
4.Fees; Payment Terms.
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4.1.Fees.Customer shall pay Polco the fees (“Fees”)for the Services on or prior to the date due set
forth on Schedule A,which shall be payable to Polco in US dollars in the amounts and pursuant to the
payment schedules set forth on Schedule A.To the extent Fees are not set forth on Schedule A,Polco
may,in its sole discretion,modify and increase Fees upon providing written notice to Customer at least
sixty (60)calendar days prior to the commencement of any Renewal Term,and the applicable Schedule
A will be deemed amended accordingly.All amounts payable to Polco under this Agreement shall be paid
by Customer to Polco in full without any setoff,recoupment,counterclaim,deduction,debit or withholding
for any reason (other than any deduction or withholding of tax as may be required by applicable law).
4.2.Taxes.All fees and other amounts payable by Customer under this Agreement are exclusive of
taxes and similar assessments.When legally permitted,Customer is responsible for all sales,use and
excise taxes,and any other similar taxes,duties and charges of any kind imposed by any federal,state or
local governmental or regulatory authority on any amounts payable by Customer hereunder,other than
any taxes imposed on Polco’s income.
5.Intellectual Property Rights.
5.1.Ownership of Services and Polco Materials.All right,title and interest in and to the Services,
Polco Materials and the Resultant Data,including all Intellectual Property Rights therein,are and will
remain with Polco.Customer has no right,license or authorization with respect to any of the Services or
Polco Materials except as expressly set forth in Section 3.1.All other rights in and to the Services and
Polco Materials are expressly reserved by Polco and the respective third-party licensors.In furtherance
of the foregoing,Customer hereby unconditionally and irrevocably grants to Polco an assignment of all
right,title and interest in and to the Resultant Data,including all Intellectual Property Rights relating
thereto.
6.Confidentiality.
6.1.Confidential Information.In connection with this Agreement,each party (as the "Disclosing
Party")may disclose or make available Confidential Information to the other party (as the "Receiving
Party")."Confidential Information"means information in any form or medium (whether oral,written,
electronic or other)that the Disclosing Party considers confidential or proprietary,in each case whether or
not marked,designated or otherwise identified as "Confidential".Without limiting the foregoing,all Polco
Materials are the Confidential Information of Polco.Confidential Information does not include information
that the Receiving Party can demonstrate by written or other documentary records:(a)was rightfully
known to the Receiving Party without restriction on use or disclosure prior to such information's being
disclosed or made available to the Receiving Party in connection with this Agreement;(b)was or
becomes generally known by the public other than by the Receiving Party's or any of its Representatives'
noncompliance with this Agreement;(c)was or is received by the Receiving Party on a non-confidential
basis from a third party that was not or is not,at the time of such receipt,under any obligation to maintain
its confidentiality;or (d)was or is independently developed by the Receiving Party without reference to or
use of any Confidential Information.
6.2.Protection of Confidential Information.As a condition to being provided with any disclosure of or
access to Confidential Information,the Receiving Party shall for three (3)years after the Term:(a)not
access or use Confidential Information other than as necessary to exercise its rights or perform its
obligations under and in accordance with this Agreement;(b)not disclose or permit access to Confidential
Information other than to its Representatives who:(i)need to know such Confidential Information for
purposes of performing obligations under and in accordance with this Agreement;(ii)are informed of the
confidential nature of the Confidential Information and bound by written confidentiality and restricted use
obligations at least as protective as the terms set forth in this Section 6.2;(c)safeguard the Confidential
Information from unauthorized use,access or disclosure using at least the degree of care it uses to
protect its most sensitive information and in no event less than a reasonable degree of care;and (d)
ensure its Representatives'compliance with,and be responsible and liable for any of its Representatives'
non-compliance with, the terms of this Section 6.
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6.3.Residual Works.In addition to other rights and provisions in this Agreement,Polco shall be free
to use for any purpose the Resultant Data resulting from access to or work with the Confidential
Information or any information or ideas provided by Customer with respect to the Services.
6.4.Feedback.The Customer may from time to time provide suggestions,comments or other
feedback ("Feedback")to Polco with respect to the Services.Except as otherwise provided herein or in a
separate subsequent written agreement between the parties,Polco will own the Feedback and shall be
free to use,disclose,protect (e.g.,patent,copyright,trademark,trade secret,etc.),reproduce,license or
otherwise distribute, and exploit the Feedback provided to it as it sees fit.
6.5.Compelled Disclosures.If the Receiving Party or any of its Representatives is compelled by
applicable law to disclose any Confidential Information then,to the extent permitted by applicable law,the
Receiving Party shall:(a)promptly,and prior to such disclosure,notify the Disclosing Party in writing of
such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its
rights under Section 6;and (b)provide reasonable assistance to the Disclosing Party in opposing such
disclosure or seeking a protective order or other limitations on disclosure.If the Disclosing Party waives
compliance or,after providing the notice and assistance required under this Section 6.5,the Receiving
Party remains required by law to disclose any Confidential Information,the Receiving Party shall disclose
only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
7.Term and Termination.
7.1.Term. Initial Term: March 1, 2022 - February 28, 2023
The initial term of this Agreement shall be for a period of twelve (12)months from the Effective Date
("Initial Term").The Initial Term shall automatically renew for additional successive twelve (12)month
periods (each,a “Renewal Term”,and together with the Initial Term,the “Term”),unless earlier
terminated pursuant to this Agreement or either party gives the other party written notice of non-renewal
at least thirty (30) days prior to the expiration of the then-current Term.
7.2.Termination.In addition to any other express termination right set forth elsewhere in this
Agreement:
(a)Polco may terminate this Agreement,effective immediately upon written notice to
Customer,if Customer:(i)fails to pay any amount when due hereunder,and such failure continues
more than thirty (30)days after the date such amounts are due;or (ii)breaches any of its obligations
under Section 3.2 (Limitations and Restrictions) or Section 6 (Confidentiality);
(b)either Party may terminate this Agreement,effective on written notice to the other Party,if
the other Party materially breaches this Agreement,and such breach:(a)is incapable of cure;or (b)
being capable of cure,remains uncured 30 days after the non-breaching party provides the breaching
party with written notice of such breach; or
(c)either party may terminate this Agreement,effective immediately upon written notice to
the other party,if the other party:(i)becomes insolvent or is generally unable to pay,or fails to pay,
its debts as they become due;(ii)files or has filed against it,a petition for voluntary or involuntary
bankruptcy or otherwise becomes subject,voluntarily or involuntarily,to any proceeding under any
domestic or foreign bankruptcy or insolvency law;(iii)makes or seeks to make a general assignment
for the benefit of its creditors;or (iv)applies for or has appointed a receiver,trustee,custodian or
similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any
material portion of its property or business.
7.3.Effect of Expiration or Termination.Upon any expiration or termination of this Agreement,except
as expressly otherwise provided in this Agreement:
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(a)all rights,licenses,consents and authorizations (including,without limitation,access to
the Services) granted by either party to the other hereunder will immediately terminate;
(b)Customer shall immediately cease all use of any Services and Polco Materials and (i)
promptly return to Polco,or at Polco’s written request destroy,all documents and tangible materials
containing,reflecting,incorporating or based on Polco’s Confidential Information;and (ii)permanently
erase Polco’s Confidential Information from all systems Customer directly or indirectly controls;
except to the extend and for so long as required by applicable law and all such information and
materials will remain subject to all confidentiality requirements of this Agreement;
(c)Polco may disable all Customer and Authorized User access to the Services; and
(d)if Polco terminates this Agreement pursuant to Section 7.2,all Fees that would have
become payable had the Agreement remained in effect until expiration of the Term will become
immediately due and payable.
7.4.Surviving Terms.The provisions set forth in the following sections,and any other right or
obligation of the parties in this Agreement that,by its nature,should survive termination or expiration of
this Agreement,will survive any expiration or termination of this Agreement:Section 3.2,Section 5,
Section 6,Section 7.3,this Section 7.4,Section 8,Section 9,Section 10,Section 11,and Section
13.
8.Representations and Warranties.
8.1.Representations and Warranties.Customer represents and warrants to Polco that it has the full
right,power and authority to enter into and perform its obligations and grant the rights,licenses,consents
and authorizations it grants or is required to grant under this Agreement;and Customer owns or
otherwise has and will have the necessary rights and consents in and relating to the Customer Data so
that,as received by Polco and Processed in accordance with this Agreement,they do not and will not
infringe,misappropriate or otherwise violate any Intellectual Property Rights,or any privacy or other rights
of any third party or violate any applicable law.Additionally,Customer represents and warrants that
Customer will use (and will cause any Authorized Users to use)the Services and Polco Materials only in
compliance this Agreement, and all applicable laws and regulations.
8.2.DISCLAIMER OF WARRANTIES.ALL SERVICES ARE PROVIDED “AS IS”AND POLCO
HEREBY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHER,
AND POLCO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND ALL WARRANTIES ARISING FROM COURSE
OF DEALING,USAGE OR TRADE PRACTICE.WITHOUT LIMITING THE FOREGOING,POLCO
MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES,OR ANY PRODUCTS OR RESULTS
OF THE USE THEREOF,WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS,
OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED RESULT,BE COMPATIBLE OR
WORK WITH ANY SOFTWARE,SYSTEM OR OTHER SERVICES,OR BE SECURE,ACCURATE,
COMPLETE,FREE OF HARMFUL CODE OR ERROR FREE.ANY THIRD-PARTY MATERIALS ARE
PROVIDED “AS IS”AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY
THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER
OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
9.Indemnification.
9.1.Indemnification.
(a)Customer shall indemnify,hold harmless and defend Polco and its affiliates and their
respective officers,directors,employees,agents,successors and assigns from and against any and
all losses,liability,claims,damages,actions,penalties,costs,or expenses of whatever kind,including
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actual attorneys’fees and the costs of enforcing any right to indemnification under this Agreement
(collectively,“Losses”),arising out of or relating to (a)any negligent or more culpable act or omission
by Customer or any Authorized Users in connection with use of the Services;(b)Customer’s or any
Authorized User’s use of the Services or Polco Materials other than as expressly allowed by this
Agreement;and (c)Customer’s or any Authorized User’s breach of this Agreement;.Customer shall
inform Polco as soon as practicable of any claim or action alleging such infringement or unauthorized
disclosure,and shall not settle any claim or action unless Polco consents to such settlement in
writing.
(b)Polco shall indemnify,hold harmless and defend Customer and its affiliates and their
respective officers,directors,employees,agents,successors and assigns from and against any and
all Losses arising out of or relating to (a)any negligent or more culpable act or omission by Polco in
connection with the Services,(b)Polco’s breach of this Agreement,and (c)any actual or alleged
infringement of a third party’s Intellectual Property Rights from the use of the Services or Polco
Materials.Polco shall inform Customer as soon as practicable of any claim or action alleging such
infringement or unauthorized disclosure,and shall not settle any claim or action unless Customer
consents to such settlement in writing.
10.Mitigation.
10.1.Mitigation.If any of the Services or Polco Materials are,or in Polco's opinion are likely to
be,claimed to infringe,misappropriate or otherwise violate any third-party Intellectual Property Right,or if
Customer's or any Authorized User's use of the Services or Polco Materials is enjoined or threatened to
be enjoined,Polco may,at its option and sole cost and expense:(a)obtain the right for Customer to
continue to use the Services and Polco Materials materially as contemplated by this Agreement;(b)
modify or replace the Services and Polco Materials,in whole or in part,to make the Services and Polco
Materials non-infringing,or (c)by written notice to Customer,terminate this Agreement with respect to all
or part of the Services and Polco Materials,and require Customer to immediately cease any use of the
Services and Polco Materials or any specified part or feature thereof.THIS SECTION 10.1 SETS FORTH
CUSTOMER'S SOLE REMEDIES AND POLCO’S SOLE LIABILITY AND OBLIGATION FOR ANY
ACTUAL,THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT
MATTER HEREOF (INCLUDING THE SERVICES AND POLCO MATERIALS)INFRINGES,
MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY
RIGHT.
11.Limitations of Liability.
11.1.EXCLUSION OF DAMAGES.EXCEPT FOR BREACHES OF SECTION 6,IN NO
EVENT WILL POLCO OR ANY OF ITS LICENSORS,SERVICE PROVIDERS OR SUPPLIERS BE
LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER
ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,TORT (INCLUDING
NEGLIGENCE),STRICT LIABILITY AND OTHERWISE,FOR ANY:(a)LOSS OF PRODUCTION,USE,
BUSINESS,REVENUE OR PROFIT OR DIMINUTION IN VALUE;(b)IMPAIRMENT,INABILITY TO USE
OR LOSS,INTERRUPTION OR DELAY OF THE SERVICES,(c)LOSS,DAMAGE,CORRUPTION OR
RECOVERY OF DATA,OR BREACH OF DATA OR SYSTEM SECURITY,OR (d)CONSEQUENTIAL,
INCIDENTAL,INDIRECT,EXEMPLARY,SPECIAL,ENHANCED OR PUNITIVE DAMAGES,
REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE,
AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS
ESSENTIAL PURPOSE.
11.2.CAP ON MONETARY LIABILITY.EXCEPT FOR BREACHES OF SECTION 6,IN NO
EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF POLCO AND ITS LICENSORS,
SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
ITS SUBJECT MATTER,UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF
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CONTRACT,TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY AND OTHERWISE,EXCEED THE
AGGREGATE AMOUNT PAID BY THE CUSTOMER TO POLCO WITHIN THE IMMEDIATELY
PRECEDING 12 MONTHS.THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12.Force Majeure.In no event will Polco be liable or responsible to Customer,or be deemed to
have breached this Agreement,for any failure or delay in fulfilling or performing any term of this
Agreement,when and to the extent such failure or delay is caused by any circumstances beyond Polco’s
reasonable control (a “Force Majeure Event”),including,but not limited to,failures or interruptions of
communications facilities or equipment of third parties,labor strikes or slowdowns,shortages of resources
or materials,acts of God,pandemics,epidemics or health emergencies,natural disasters,fire,world
events,delay or disruption of shipment or delivery,trespass or interference of third parties,or similar
events or circumstances outside Polco’s reasonable control,whether or not otherwise enumerated.
Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted
for a period of thirty (30) days or more.
13.General Provisions.
13.1.Further Assurances.Upon a party’s reasonable request,the other party shall,at the
requesting party’s sole cost and expense,execute and deliver all such documents and instruments,and
take all such further actions, necessary to give full effect to this Agreement.
13.2.No Agency.Nothing in this Agreement shall be construed to create a partnership,joint
venture or agency relationship between the parties.
13.3.Headings.The headings in this Agreement are for reference only and do not affect the
interpretation of this Agreement.
13.4.Entire Agreement.This Agreement,including all Schedules attached hereto,constitutes
the sole and entire agreement of the parties with respect to the subject matter of this Agreement and
supersedes all prior and contemporaneous understandings,agreements,representations and warranties,
both written and oral, with respect to such subject matter.
13.5.Assignment.Customer shall not assign or otherwise transfer any of its rights or
obligations under this Agreement without Polco’s prior written consent,which shall not be unreasonably
withheld.No delegation or other transfer will relieve Customer of any of its obligations or performance
under this Agreement.Any purported assignment,delegation or transfer in violation of this Section 13.6
is void.Polco shall not assign or otherwise transfer any of its rights or obligations under this Agreement
without Customer’s prior written consent unless such assignment or transfer is to an affiliate or in
connection with a sale of all or substantially part of Polco’s business to which such rights and obligations
pertain.This Agreement is binding upon and inures to the benefit of the parties hereto and their
respective permitted successors and assigns.
13.6.Notices.Any notice,request,consent,claim,demand,waiver,or other communications
under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such
other address or such other person that such party may designate from time to time in accordance with
this Section 13.6):
If to Polco:Policy Confluence, Inc.
8001 Terrace Avenue, #201
Middleton, WI 53562
E-mail:alex@polco.us
Attention:Alex Pedersen, Chief Financial Officer
If to Customer:
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E-mail:
Attention:
Notices sent in accordance with this Section 13.6 will be deemed effectively given:(a)when
received,if delivered by hand,with signed confirmation of receipt;(b)when received,if sent by a
nationally recognized overnight courier,signature required;(c)when sent,if by email,(with
confirmation of transmission),if sent during the addressee’s normal business hours,and on the next
business day,if sent after the addressee’s normal business hours;and (d)on the fifth day after the
date mailed by certified or registered mail, return receipt requested, postage prepaid.
13.7.Amendment and Modification; Waiver.No amendment to or modification of this
Agreement is effective unless it is in writing and signed by each party.No waiver by any party of any of
the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so
waiving.
13.8.Severability.If any provision of this Agreement is invalid,illegal or unenforceable in any
jurisdiction,such invalidity,illegality or unenforceability shall not affect any other term or provision of this
Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.Upon
such determination that any term or other provision is invalid,illegal or unenforceable,the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby
be consummated as originally contemplated to the greatest extent possible.
13.9.Governing Law; Venue.This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Wisconsin.The parties submit all of their disputes
arising out of or in connection with this Agreement to the exclusive jurisdiction of the state and/or federal
courts located in Dane County, the State of Wisconsin.
13.10.Waiver of Jury Trial.Each party irrevocably and unconditionally waives any right it may
have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the
transactions contemplated hereby.
13.11.Equitable Relief.Customer acknowledges and agrees that a breach or threatened
breach by Customer of any of its obligations under Section 3.2 or Section 6 would cause Polco
irreparable harm for which monetary damages would not be an adequate remedy and agrees that,in the
event of such breach or threatened breach,Polco will be entitled to equitable relief,without any
requirement to post a bond.Such remedies are in addition to all other remedies that may be available at
law, in equity or otherwise.
13.12.Counterparts.This Agreement may be executed in counterparts,including by facsimile or
pdf,each of which shall be deemed to be an original,but all of which,taken together,shall constitute one
and the same agreement.
14. Insurance Requirements
14.1 Comprehensive General Liability, The Consultant shall procure and keep in force during the
duration of this contract a policy of Comprehensive General Liability insurance with a combined
single limit of at least $1,000,000 each occurrence and $2,000,000 aggregate
Policies described above shall be for the mutual and joint benefit and protection of the
Consultant and the Client.
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14.1.1 Other Insurance, The Consultant shall procure and keep in force during the term of
the Agreement Worker's Compensation and such other insurance as may be
required by any law, ordinance or governmental regulation.
14.1.2 Prior to commencement of Services, Polco may require that the Consultant furnish
to the Client certificates of insurance policies evidencing the required coverages if
the Client so desires.
[Signature Page Follows]
[Signature Page to Enterprise Services Agreement]
IN WITNESS WHEREOF,the parties hereto have executed this Enterprise Services Agreement
as of the date first above written.
POLICY CONFLUENCE, INC.
By:
Name:
Title:
CUSTOMER:
By:
Name:
Title:
[A-1]
SCHEDULE A
SERVICES AND FEES
Scope of Work:
Community Survey Policy
Purpose:
The purpose of the community survey is to provide feedback for St. Anthony officials and staff
to consider as they make decisions that impact St. Anthony residents and businesses.
The Council will utilize the results of survey along with other information, to aid them in long-
term strategic planning while carrying out their duty as policy makers.
Community Survey Benefits:
Engage and acquire feedback from a larger, more representative pool of St. Anthony
citizens than other channels offer, including those who might otherwise not be willing or
able to participate.
Provide current snapshot of citizen issues and perceptions as they relate to quality of
life issues in St. Anthony while benchmarking against other communities.
Gain a better understanding of St. Anthony culture, and what makes our community
unique and desirable, through the eyes of our citizens.
Over time, gain the ability to identify trends and measure effectiveness.
Provides opportunity to engage with the community and build trust while
demonstrating responsiveness to citizens.
Provides measurable results that can be tracked and compared over time.
Does not replace current community engagement efforts but adds an additional tool for
council and staff to use in the decision making process.
Community Survey Results
St. Anthony City officials will use the community survey results along with other
community input collected all year round via in person and written correspondence, as a
resource in setting policy and strategic planning.
St. Anthony Staff will use the community survey results as a resource in strategic
planning and conducting operations.
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Date Type Staff Present
February 15 Work
Session
Parks & Environmental Commission Interviews City Council
City Manager
February 22 Work
Session
Council onboarding & core competencies City Council
City Manager
February 22 Regular
GreenCorp Member application-resolution
Adoption of Strategic Plan
Liquor Annual Report
MnDOT I-35 North Gateway Visioning Study
New LQ license
City Council
City Manager
Liquor Op Manager
Public Works Director
March 8 Work
Session Organized Collection
City Council
City Manager
March 8 Regular
Planning Commission Items from February
Liquor License Renewals
Public Works Annual Report
2022 Parks and Environmental Commission Work Plan- (motion only)
City Council
City Manager
Public Works Director
March 22 Regular
Police Annual Report
Wyland Water Challenge
2022 Street Project Call for Hearing on Improvements, Call for Hearing on Assessments,
Order Preparation of Assessment
City Council
City Manager
Police Dept
City Engineer
April 12 Work
Session
Debt Levy/Updated Street Improvement Plan
Code Amendments
City Council
City Manager
Finance Director
April 12 Regular
Planning Commission Items from March
Quarterly Donations & Grants
Fire Annual Report
Arbor Day Proclamation
Earth Day Proclamation
Quarterly Goals Update
City Council
City Manager
Fire Dept
April 26 Regular
2022 Street Project Public Hearing, Order Improvements, Adopt & Confirm Assessments,
Award Contract for Construction, Call for Sale of GO Bonds
Presentation from Nine North-Dana Healy
Approval of 2023 debt levy-public hearing
City Council
City Manager
City Engineer
May 10 Work
Session Organized Collection
City Council
City Manager
FUTURE COUNCIL AGENDA ITEMS
2022
Date Type Staff Present
FUTURE COUNCIL AGENDA ITEMS
May 10 Regular
Planning Commission items from April
Insurance Renewal
Tort Limits - Consent
Approve sale of bonds
City Council
City Manager
City Engineer
May 22 Regular Salo Park Concert Series
Chamber of the Year and Business of the Year
City Council
City Manager
June 14 Work
Session Estimated Levy Scenarios
City Council
City Manager
June 14 Regular Planning Commission Items from May City Council
City Manager
June 28 Regular Audit Presentation City Council
City Manager
July 12 Work
Session Code Amendments
City Council
City Manager
July 12 Regular
Planning Commission items from June
Quarterly Donations & Grants
Quarterly Goals Update
City Council
City Manager
Finance Director
July 26 Regular
Liquor Operations Mid Year Report
VillageFest Presentation
Night to Unite Presentation
Night to Unite Proclamation
GARE Team Presentation
City Council
City Manager
Liquor Op Mgr
Police Chief
August 8 Work
Session Staff proposed 2023 Budget and Levy Presentation
City Council
City Manager
August 8
Regular Planning Commission items from July City Council
City Manager
August 23 Regular 2023 Budget & Levy Presentation
City Council
City Manager
Finance Director
September 13 Work
Session Community Survey Results
City Council
City Manager
September 13 Regular
Planning Commission items from August
2023 Preliminary Operating Budget and Levy-Public Hearing
Kiwanis Peanut Day
Students in Leadership-Consent
City Council
City Manager
Finance Director
Date Type Staff Present
FUTURE COUNCIL AGENDA ITEMS
September 27 Regular
Fire Prevention Presentation
Spirit of St. Anthony Award
SANB #282 Presentation
City Council
City Manager
Fire Dept
October 11 Work
Session 2023 Long term capital budget plans
City Council
City Manager
Finance Director
October 11 Regular Preliminary Certification of Delinquent Waste Hauler Accounts-Consent Agenda
Preliminary Certification of Delinquent Utility Accounts-Consent Agenda
City Council
City Manager
October 25 Work
Session 2023 utility rates and budgets
City Council
City Manager
Finance Director
October 25 Regular
Quarterly Donations & Grants
Quarterly Goals Update
Approval of CIP
City Council
City Manager
Finance Director
November 8 Regular
8 PM
Planning Commission items from October
Authorizing polling places for 2023
1st Reading Water, Sewer, & Stormwater-Public Hearing
Hennepin County Recycling Agreement
City Council
City Manager
November 22 Work
Session Planning & Parks Commission Interviews
City Council
City Manager
November 22 Regular
Fire Prevention Poster Winners
2nd Reading and Adoption Water, Sewer, & Stormwater City Council
City Manager
December 13 Work
Session
City Council
City Manager
December 13 Regular
Planning Commission items from November
Appoint Parks and Planning Commissioners and Chair/Vice Chairs
Setting Salary of City Manager
Authorizing Transfers & Closing of Specified Funds
Setting the 2023 City & HRA Budgets and Final Property Tax Levy -Public Hearing
2023 Fee Schedule
Quarterly Goals update
Final reading and adoption of water, sewer, & stormwater
Students in Government Presentation
City Council
City Manager
Finance Director
City Engineer
December 27 Regular City Council
City Manager
January 10 Work
Session
City Council
City Manager
Date Type Staff Present
FUTURE COUNCIL AGENDA ITEMS
January 10 Regular
Water Conservation Poster Winners
Planning Commission items from December
Housekeeping Resolutions
Resolution for the Street Improvement Bond Reimbursement
Quarterly Donations & Grants
City Council
City Manager
January 25 Regular
Public Works Snow Plowing Operations presentation
Outside Orgs-Council
City Council
City Manager
February 7 Work
Session
City Council
City Manager
February 7 Regular
Planning Commission items from January
Public Hearing-2023 Budget Calendar and Process
2023 Planning Commission Work Plan- (motion only)
Administration Annual Report
NYFS Agreement
City Council
City Manager
Finance Director