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HomeMy WebLinkAbout5.B.3. Cooperative Agreement for 2007 Aerial Photography s: l3 ., · CITY OF SHAKO PEE MEMORANDUM CONSENT CASELOG NO: NA TO: Honorable Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: Cooperative agreement for 2007 Aerial Photography MEETING DATE: April 1 7, 2007 INTRODUCTION: Council is asked to authorize the appropriate City officials to execute the attached agreement, and to contribute $5,000.00 in funding for the new aerial photography and related GIS information. The original estimate suggested that the City's share would be about $15,000 or $20,000, and so the required payment is substantially less than was budgeted for this year. In exchange the City will have significantly more up to date and useful aerial photography and mapping information for planning and engineering purposes. ALTERNATIVES: 1. Offer and pass a motion authorizing the appropriate City officials to execute the cooperative agreement for cost sharing for aerial photography and authorizing the payment of the City's $5,000.00 share. 2. Table the item for additional information. VISIONING RELATIONSHIP: The proposed text amendment supports adopted Goal F: Housekeeping item. ACTION REQUESTED: Offer and pass a motion authorizing the appropriate City officials to execute the cooperative agreement for cost sharing for aerial photography and authorizing the payment of the City's $5,000.00 share. ~~~ R. Michael Leek Community Development Director H:\CC\2007\04-17\Aerial Photography. doc ^ COOPERATIVE AGREEMENT BETWEEN THE COUNTY OF SCOTT AND THE CITY OF SHAKOPEE FOR COST SHARING OF AERIAL PHOTOGRAPHY This Agreement is made and entered into between Scott County, a body politic and corporate under the laws of the State of Minnesota, hereinafter "County"; and the City of ~~opee, a body politic and corporate under the laws of the State of Minnesota, hereinafter "City". .# ....~~. RECITALS: Eq:s~~. A. The County requires aerial photography services for '~ranning~I.!!K management/preliminary design activities. .~ .~;; '~,~ .:s ~~,;~~<i<>. ~ ~~;;'&, B. The County is contracting for aerial photograph~~~rvice?for the ShakopeifaFEla. ,~- ~*"'- C. The parties desire to share the costs of saict."iifutices and ~e benefits thereff~,. .;;;' ~';-::'~..#.5,;.Z6 ~~ NOW, THEREFORE, in consideration of the mutual p~;~~nd ;greements contained herein the parties agree as follows: ~% ~@'~, ~-, ~ ',,---'- ~ ~=~ ~~ ~::<~km:~", . 1. SCOPE OF AGREEMENT ~~~~ ~~:*'~ ': ""~~=~ ~w ~-t:, W%;q~:::" 7" 1.1. Purpose. The general purpose of this Agr~ment ~~sii~~l1-1!3tfterms of cost and benefit sharing in obtaining aerial photo~EigjJy for areas as ~S!ifed in E)ffil~ ~~~~~~ '~~ ':~ 1.2. Recitals. The recJ!jT'set fO. the whereas ll~uses above are incorporated by reference as if fully set forth herein.<=:" ~-: ~ ~,;~~_~: d;." :' ~~~, :::' ~-,,:.~ ""~~~,,~\~', >W'@Iw. :~~ 1.3. Cooperation. The Piil:&~. sbi~~,~Elrate and jfiSe their reasonable efforts to ensure the most expeditio}JsjmgJementa~~r~.~~fls of this Agreement. The parties agree to, in good faith, ~aift_#olution 5~flIy!' disputeSiri'%'itH:lquitable and timely manner. 4;;:-~~"'" '''~!'':~:\~~~: ::-~. 1.4. I~. This Agre~~. shall '~U!l" eject from the date of execution by all parties, or from the _~e1iilmencement of se~ hereuITii~hichever is first, and shall continue in effect until terminated in *' acc.4ilJlce with the pro~ns her~ ~t;l:~~ 'U ~ 2. DEFINiiiilSlS i5 Unless th~age or jfhtext clearly indicates that a different meaning is intended, the following words, termS'''ia:~~~a?~When capitalized, shall have the following meaning: Data Base: A g~~fraphical Data Base in digital form which incorporates planimetric and contour features of the C(fffnty and which was designed and developed to be used with ARC/INFO, ARCVIEW AND AUTOCAD software. Horizontal Ground Control: A point on the ground that is identified on the photograph and is used to fix the position of the photograph in latitude and longitude (X and V). Vertical Ground Control: A point on the ground that is identified on the photograph and is used to fix the elevation of the photograph in altitude (2). 1 v 3. PURCHASE OF SERVICES 3.1. County Aqreement. The aerial photography obtained shall be governed by the terms of a separate contract between the County and Aero-Metric, Inc. (See Exhibit A) 3.2. Non-exclusive. Nothing in this Agreement or in the contract between the County and Aero-Metric, Inc. referenced above shall be interpreted to prohibit any of the parties from purchasing services, products or data directly from the contractor at their own expense. - "%'0.'>. 4. COST SHARING d:f:- 4.1. Costs. The City's share of the costs for the services and prod~lJi!:~ pra@'~~ as a result of the contract referenced in paragraph 3.1 shall be as follows: . .....~'""~,!f~. &(;}7~i!&~_ , ~~~~ City of Shakopee $5,000.00~' .. . ..~ v ~~~. -- -~ -' 0'~ ~ ""~~.)), 4.2. Fiscal Aqent. The County shall be the fiscal ag.@;'it;tor purpos~~ of this Agreem~ii~l:8e contractor providing aerial photography services pursuant t6 t~t11S of the=ontract referenced:crsJ;5aragraph 3.1 shall submit invoices to the County who shall make pa~S~,tFomJractor. .::,F The City shall deposit with the Scott County Treasurer the '_share of the aerial photography costs within thirty (30) days after award of th~tract and executiOIT4iita.is Agreement, Whichever is later. 5. ADDITIONAL OBLIGATIONS OF THE ;~r.~:m. ~~'d0'~ ~~~ .~:;\~>: u:':-- _ _ _.~ .~M&# 5.1. Contract Manaqer. The County shall be th~ontra.e:ema:~~tsJo~th'e purposes of the Agreement. All contacts and corresponcieJ:;l.ce with the contraitof;:;$F1all beso:liitiifed and received through the County. Information receive~iiiiii;n.ty from the camractor shall q~isbursed promptly to the City. ~,~ '*0"". -- -., ~"" ~ ~#& ~ -:i:;- _~_ ~'" 5.2. Ground Controlal~Leparatiol1!f!r contractor's ~ices, the County shall be responsible for targeting and horizontal ~nd v:e1?f~1 groujf control. =~;. -~~ ;;;; :l~" ~,t:_:::: ':>,>., ';l~ 5.3 OwnershIp~~~nershiP~j~aa~ai~51~~~eld by the County. Scott County shall exercise, on behaei1'1Si1~i5'E~ghts orr~rship, title a flffl , control to the database under federal copyright law or ot~Taw relatj~~~confid5it~ and/or trade secret information. The parties agree that the <~~lelopment of the~~ase re~i-e.qJ~e skilled efforts of professionals in its design and compilation ~:~~I:1Qat the end proaij_s the r~l~bf the original work of the County, its employees and agents. Pa'R'~!~bito this AgreemeN':Efllaay copj'and use data so long as such use is consistent with the terms of this Ait:~~~vnt and for in~al purposes only. 5.4 Distributio~Oata. Dat~r products obtained under the terms of this Agreement may be sold to persons or en~~not p.a:lty to this Agreement at prices to be set by the County. -",.''*''\'1'''-' ::mi>:>i<!ID' -.. .,-' ~),.","''''€B8:%F ~ The City and its e'!lJfc)yees, consultants, or agents may combine the data or products obtained under the terms of thisxviA.greement with different data to create new and original electronic or hardcopy product which the City can use without limitation. However, the City and its employees, consultants, or agents shall not reproduce or duplicate the data or products obtained under the terms of this Agreement in electronic form for licensing or distribution in any manner, except it may create a reasonable number of electronic backup copies for its internal use by its employees, consultants, or agents. Additional Obliaations Of The Parties. Cont. 2 . , 5.5. License Aqreements. Distribution of data obtained through this Agreement shall comply with Scott County licensing agreements for said data. Parties to this Agreement may copy and use data so long as such use is for internal purposes only. 5.6. Disclaimer. Distribution of maps created from data obtained through this Agreement shall contain a disclaimer as follows: ~. This drawing is neither a legally recorded map nor a survey and is nclljJj1if!Plr4ftd to be used as one. This drawing is a compilation of records, information and dajjiffom various city, county and state offices and other sources. This document should be~iJii!3i[or reference only. No representation is made that features presented accurately refleef#ifUe'1iiii!1ion. Scott County, or any other entity from whom data was obtained, assumes no l"f'iiility for an#l.ecrors or omissions herein. If discrepancies are found, please contact the Scq~~oURtl' Surveyt:J$5f)ffice. 6. INDEMNIFICATION-,,7'-~~~~~ '. ~~~~ .~ ~ A~1f5.~_ ~ ~~~'u:::>~,_::___::~~ 6.1. Since each party recognizes each other as a poHfi:e~tJ;b,division=;~Jhe State of MintreS:~~, each party shall maintain general liability and automobile liabilit~erag,~?pr~cting itself, it~gfficers, agents, employees and duly authorized volunteers against any u~ff customary public liability claims to the limits prescribed under Minn. Stat Sec. 466.04 and Wi1~ers' Compensation and shall be in accordance with the Minnesota statutd~mquirements. Said~!~s shall be kept in effect during the entire term of this Agreement. =::~_. "@'- ...... _ ~'";~-=~~ _ <<i--_::_::::---,~$J1" 6.2. Neither the County, its officers, agents or~~pl(;~~JtIler in their !ilividual or official capacity, shall be responsible or liable in any manner to t~, City f~~eiTIand, action or cause of action of any kind or character ar:i~f!aput of, allegedIYSllri~'g out Of"G'r::~~Teason of the performance, negligent performance or nonp~fi{~~~.of the descri~maintenanc1W7restoration, repair or replacement work by the City, or ariSUt}I,r'out ol:.ilegligence of i:g~ contractor under any contract let by the City for the performance of~~work; ari@e City agreesw defend, save and keep said County, its officers, agents and emploY~barmlesi!lrom all claims, '~ands, actions or causes of action arising out of negligent performanc~~be oiftiJi;t~,Dfficers, ageljs or employees. :'~:~:,~_!>~:' k~ .,- ~~:~>>:'~:-~K:hi1" 6.3. It is fYJBtJ;~~...that neltl.~he city:!ti~fEers, agents or employees, either in their individual or of!i~fcapacTf~~pe resp~.!lSible or liable in any manner to the County for any claim, demand, a~iOn or cause ofae:tite~"pf any":~,;.or5baracter arising out of, allegedly arising out of or by reason of d:r%.~rformance, ne9f1[iit perfor(fi~;'or nonperformance of the described maintenance, restoration, - rel5i!'ef>r replacement w&r:en%bY the QWunty, or arising out of the negligence of any contractor under any contra=~J by the Coun@r thei)erformance of said work; and the County agrees to defend, save and kee~:ald City, its ofBrs, agents and employees harmless from all claims, demands, actions or causes o~:rising ~~bf negligent performance by the County, its officers, agents or employees. 6.4. It is further agregrlS:~~ch party to this Agreement shall not be responsible or liable to the other or to any other person~Fentity for any claims, damages, actions, or causes of actions of any kind or character arisingi'#5ut of, allegedly arising out of or by reason of the performance, negligent performance or nonperformance of any work or part hereof by the other as provided herein; and each party further agrees to defend at its sole cost and expense any action or proceeding commenced for the purpose of asserting any claim of whatsoever character arising in connection with or by virtue of performance of its own work as provided herein. Indemnification. Cont. 6.5. It is further agreed that any and all employees of the City and all other persons engaged by the City in the performance of any work or services required or provided herein to be performed by the City shall 3 . not be considered employees, agents or independent contractors of the County, and that any and all claims that mayor might arise under the Worker's Compensation Act or the Unemployment Compensation Act of the State of Minnesota on behalf of said City employees while so engaged and any and all claims made by any third parties as a consequence of any act or omission on the part of said City employees while so engaged shall be the sole responsibility of the City and shall not be the obligation or responsibility of the County. 7. SUCCESSORS """,,*,*, <",,,.<,,- ~ ~fi(_, -->"~<<- -;," -- Each party binds itself and its successors, legal representatives, al1~iThsigns to the other party to this Agreement and to the partners, successors, legal representativesiiam:JD;~ssigns of such other party, in respect to all covenants of this Agreement. -- --"*' ._" -- ~ ~~ ~ --~ -'~ ~,'*-. "'- ~". - -"""". 8. DEFAULT ......~.. , ~~-. :';""q?~~--::',~"t~ ~,., -i1W:~~~" Force Maieure. No party shall be held responsible jjrdelay or failure to perfo~~A;Len such delay or failure is due to any of the following unless th,~:j!t or occur:~~nce could have 11i~B.:J;S?reseen and reasonable action could have been taken to pr~ven~~ delay oetailure: fire, flood, 'li~I:il~mic, strikes, wars, acts of God, unusually severe weather, acts of p.!~,?u~riUesc? or delays or clifaults caused by public carriers; provided the defaulting party gives notice'1~n as possible to the other party of the inability to perform. .m.m:..w, ~, ~ 9. TERMINATION ~~.........~ 7m~~ = ~:~,:;,;~~t;~~, --~,~;>: :-- '*"""', ~,~~ -~~-- "':';"'" -=<(~ ~~ 9.1 With or Without Cause. This Agreement rff~y beter~lma!~d with or \j:fnout cause upon thirty (30) days written notice 'it~ ~. ., = ~. . -"..._- ~ .-- ~;i)~ _ ....- <-~ ,'",,,,,,,< A'Y_ ,,~,,",~,. ~'--'" -~ -_. -~ 9.2. Written Notice of Taeiil~_ Notice of TE$ilination shaW~l5'e made by certified mail or personal delivery to the Au~eized Re~ntative of th~i3rty. Notice is deemed effective upon delivery of the Notice of TermiLSiiai,to the p8iis Authorized Rll2resentative. Notice shall include a certified copy of the resolution af th~rning tj1ird indicating its ''J.&rlt to terminate the Agreement. -- ---- ~ ~ '~---:, ~ 9.3. Effect of Terrnin~tion. '-r~~ti('fI!:i~:B;~~~nt shall not discharge any liability, responsibility or right.gf~J~iilE~h.ich a~~rom the 'p~mance of or failure to adequately perform the terms of thi,~greemenr151!l~,:,Jhe efr~~ date of termination. Nor shall termination discharge any obligation ,liIalch by its nature ~iaiL surviv'~~!he date of termination, including by way of illustration only and ;l:i'~i1tLnitation, Standara5i5uranCes~8"ched hereto. ~- '~k~ m'~<<?t, 1~ A te?ii~l,ng party Sh~~y its"'share of the costs incurred for the project through the date of terminat~Jf payment fsnot made in accordance with the terms of this Agreement, a party shall return all a~lmrend inforn9:ation in their possession for which payment has not been made and shall destroy all oov 4 . . 10. CONTRACT RIGHTS/REMEDIES 10.1. Riqhts Cumulative. All remedies available to a party under the terms of this Agreement or by law are cumulative and may be exercised concurrently or separately, and the exercise of anyone remedy shall not be deemed an election of such remedy to the exclusion of other remedies. 10.2. Waiver. The waiver of any default by a party, or the failure to give ngHce of any default, shall not constitute a waiver of any subsequent default or be deemed to be a=~?lflnFe:~to give such notice with respect to any subsequent default. ,,;;;~~ ,~ 11. REPRESENTATIVES 2' ~ __,C& """''''__ ",,"~- ~- --,., -- ~w'" _~" 11.1. Authorized Representative. The following named @~SOR~ are ~@Bpted the Authorized Representatives of the parties for purposes of this AgEfi"iimehtc~ These perso~FiS~ave authority to bind the party they represent and to consent to modificj!15hS and subcontracts, eXb~~izthat (1) as to the County, the Authorized Representative shall have=4B~Jhe authorJty specifically or ~g~~EgJjl;granted by the County Board; and (2) with respect to the City~ffi~i?kopee '~y Administrator st~rhave only the authority specifically or generally granted by the City~&tnc~t[ication requireiYto be provided pursuant to this Agreement shall be provided to the forftit~amed persons and addresses unless otherwise stated in this Agreement, orjn a modification of tfli~reement. . ~~:,,-,- .~~ City: ~.!C~~.. ~F Mark McNeill ilavid~=1acht iF~ Shakopee City Administrator ~tt cou~iais.tra1{5r 129 Holmes Stre~outh 20i':tFo,t41{h Aven'U~~t Shakopee, ~iea Sha~ee, MN 55,319 Phone: (9~ir233-93~i~ Phon~~(952)445-1750 .:<~~;>~ .~= ~:L 11.2 Liaison. To assist';t~arties irilje day-to-day pelI~;!tgri'ance of this Agreement and to develop service, ensure compliance a~yid~,ala~=consultati,~'i': a liaison shall be designated by the City and the County. .]"jJ~parties sl'iilJ~e~1Baeli;w;e1:)1'i'linually informed, in writing, of any change in the desi~lll~lffg~.At the~_of executio~T this Agreement the following persons are designated (' . .-- ~,~w~ ~~_ la~ns: ="'':i~- '_~. -~"~ -w~ ~ W&<::___------~- .::/1::::/'=- ',-:;--" ~~~~,~~"" ,;#:~.L. City Liaison.~~ Cit~1!fiIigistrator/Designee .. .~;%:= Phone Numb~ (952~33-3800 '3~. '~:T:: e;; "~~Ql.mty Liaison:iE James L. Hentges '~g~ Number~' (952) 496-8362 ~~ _.~ 12. MODIFICATIOF4S~.~;'1" -~ Any alterations, v.stfj~tions, modifications, or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing, and signed by the authorized representatives. 5 . . 13. SEVERABILITY The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Agreement with respect to any party. ~ ~, 14. DATA PRACTICES .=?,Ii;,,~"7' County and City and their agents and employees agree to abici~':b~4:l~ provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as ameos~~ff, arfi1f::r>>9innesota Rules promulgated pursuant to Chapter 13. ~ $L .~=, .-. -. ._,~"""" 15. RECORDS. AVAilABILITY AND RETENTION,.::d:,:'%t; '~~~~ -- ~.~ ~? '~~ Complete and accurate records of the work perf9fii~pursuanf:to this agreement~g!int,b,ezkept by the parties for a minimum of six years following terf'fiTn~r@:Qf this cjt~ement. The ret~fi:ffi1 period shall be automatically extended during the course of any adrnl~!~1rats1"orl:t\ldicial action imio'lving the parties regarding matters to which the records are relevant. The;::~1fOn period -- shall be automatically extended until administrative or jUCf[~action is finally completed. Pursuant to Minn. Stat. Section 168.06, Subd. books, records,tiiErnents, and accounting procedures and practices of the parties relative to shall be"'Y examination by the parties and the State Auditor. 16. ENTIRE AGREEMENT This Agreement is and the complete and exclusive statement of all prior negotiations, understandings or agreements. or stipulations, either oral or written, not herein contained. 6 < " IN TESTIMONY WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first above written. SCOTT COUNTY CITY OF SHAKOPEE By Barbara Marschall Chair, Scott County Board of Commissioners DATE ATTEST David J. Unmacht Scott County Administrator DATE APPROVED AS TO FORM: TO FORM: Pat Ciliberto Scott County Attorney DATE