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HomeMy WebLinkAbout5.B.1. Cost Sharing Agreement for Aerial PhotographyTO: Honorable Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director RE: Cost Sharing Agreement for Aerial Photography DATE: November 23, 2010 INTRODUCTION: This City Council is asked to authorize the appropriate city officials to execute the attached cost sharing agreement for new aerial photography and the payment of $4,000.00 from the Community Development - Planning budget for said project. ALTERNATIVES: I . Offer and pass a motion authorizing the appropriate city officials to execute the attached cost sharing agreement for new aerial photography and the payment of $4,000.00 from the Community Development- Planning budget for said project. 2. Do not approve participation in the cost sharing agreement. STAFF RECOMMENDATION: Staff recommends alternative 1, as the new aerial photography will provide the City with better, more up to date data for use in its planning and public information efforts. RELATIONSHIP TO CITY GOALS: CITY OF SHAKOPEE Memorandum This project relates to Goal D. Maintain, improve and create strong partnerships with other public and private sector entities. ACTION REQUESTED: R. Michael Leek Community Development Director o 7, Offer and pass a motion authorizing the appropriate city officials to execute the attached cost sharing agreement for new aerial photography and the payment of $4,000.00 from the Community Development - Planning budget for said project. 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 she laws of the State of Minnesota, hereinafter "County "; and the City of Shakopee, a body politic and corporate under the laws of the State of Minnesota, hereinafter "City ". RECITALS: A. The County requires aerial photography services for planning /facility management/preliminary design activities. B. The County is contracting for aerial photography services for the Shakopee area. C. The parties desire to share the costs of said services and the benefits therefrom. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein the parties agree as follows: 1. SCOPE OF AGREEMENT 1.1. Purpose. The general purpose of this Agreement is to establish the terms of cost and benefit sharing in obtaining aerial photography for areas as described in Exhibit A. 1.2. Recitals. The recitals set forth in the whereas clauses above are incorporated by reference as if fully set forth herein. 1.3. Cooperation. The parties shall cooperate and use their reasonable efforts to ensure the most expeditious implementation of the various provisions of this Agreement. The parties agree to, in good faith, undertake resolution of any disputes in an equitable and timely manner. 1.4. Term. This Agreement shall be in effect from the date of execution by all parties, or from the commencement of services hereunder, whichever is first, and shall continue in effect until terminated in accordance with the provisions herein. 2. DEFINITIONS Unless the language or context clearly indicates that a different meaning is intended, the following words, terms and phrases, when capitalized, shall have the following meaning: Data Base: A geographical Data Base in digital form which incorporates planimetric and contour features of the County 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 Y). 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 (Z). PURCHASE OF SERVICES County Agreement. The aerial photography obtained shall be governed by the terms of a separate contract between the County and Surdex Corporation (See Exhibit A) Non - exclusive. Nothing in this Agreement or in the contract between the County and Surdex Corporation 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. 4. COST SHARING 4.1. Costs. The City's share of the costs for the services and products produced as a result of the contract referenced in paragraph 3.1 shall be as follows: City of Shakopee $4,000.00 4.2. Fiscal Agent. The County shall be the fiscal agent for purposes of this Agreement. The contractor providing aerial photography services pursuant to the terms of the contract referenced in paragraph 3.1 shall submit invoices to the County who shall make payment to the contractor. The City shall deposit with the Scott County Treasurer the City's share of the aerial photography costs within thirty (30) days after award of the contract and execution of this Agreement, whichever is later. 5. ADDITIONAL OBLIGATIONS OF THE PARTIES 5.1. Contract Manager. The County shall be the contract manager for the purposes of the Agreement. All contacts and correspondence with the contractor shall be submitted and received through the County. Information received by the County from the contractor shall be disbursed promptly to the City. 5.2. Ground Control. In preparation for contractor's services, the County shall be responsible for targeting and horizontal and vertical ground control. 5.3 Ownership. Ownership of the database shall be held by the County. Scott County shall exercise, on behalf of itself, all rights of ownership, title and control to the database under federal copyright law or other law relating to confidential and/or trade secret information. The parties agree that the development of the database required the skilled efforts of professionals in its design and compilation and that the end product is the result of the original work of the County, its employees and agents. Parties to this Agreement may copy and use data so long as such use is consistent with the terms of this Agreement and for internal purposes only. 5.4 Distribution of Data. Data or products obtained under the terms of this Agreement may be sold to persons or entities not party to this Agreement at prices to be set by the County. The City and its employees, consultants, or agents may combine the data or products obtained under the terms of this Agreement 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 Obligations Of The Parties, Cont. 5.5. License Agreements. 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 not intended to be used as one. This drawing is a compilation of records, information and data from various city, county and state offices and other sources. This document should be used for reference only. No representation is made that features presented accurately reflect true location. Scott County, or any other entity from whom data was obtained, assumes no liability for any errors or omissions herein. If discrepancies are found, please contact the Scott County Surveyor's Office. 6. INDEMNIFICATION 6.1. Since each party recognizes each other as a political subdivision of the State of Minnesota, each party shall maintain general liability and automobile liability coverage protecting itself, its officers, agents, employees and duly authorized volunteers against any usual and customary public liability claims to the limits prescribed under Minn. Stat. Sec. 466.04 and Workers' Compensation and shall be in accordance with the Minnesota statutory requirements. Said policies shall be kept in effect during the entire term of this Agreement. 6.2. Neither the County, its officers, agents or employees, either in their individual or official capacity, shall be responsible or liable in any manner to the City for any claim, demand, action or cause of action of any kind or character arising out of, allegedly arising out of or by reason of the performance, negligent performance or nonperformance of the described maintenance, restoration, repair or replacement work by the City, or arising out of the negligence of any contractor under any contract let by the City for the performance of said work; and the City agrees to defend, save and keep said County, its officers, agents and employees harmless from all claims, demands, actions or causes of action arising out of negligent performance by the City, its officers, agents or employees. 6.3. It is further agreed that neither the City, its officers, agents or employees, either in their individual or official capacity, shall be responsible or liable in any manner to the County for any claim, demand, action or cause of action of any kind or character arising out of, allegedly arising out of or by reason of the performance, negligent performance or nonperformance of the described maintenance, restoration, repair or replacement work by the County, or arising out of the negligence of any contractor under any contract let by the County for the performance of said work; and the County agrees to defend, save and keep said City, its officers, agents and employees harmless from all claims, demands, actions or causes of action arising out of negligent performance by the County, its officers, agents or employees. 6.4. It is further agreed that each party to this Agreement shall not be responsible or liable to the other or to any other person or entity for any claims, damages, actions, or causes of actions of any kind or character arising out 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 not be considered employees, agents or independent contractors of the County, and that any and all claims that may or 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 Each party binds itself and its successors, legal representatives, and assigns to the other party to this Agreement and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this Agreement. 8. DEFAULT Force Maieure. No party shall be held responsible for delay or failure to perform when such delay or failure is due to any of the following unless the act or occurrence could have been foreseen and reasonable action could have been taken to prevent the delay or failure: fire, flood, epidemic, strikes, wars, acts of God, unusually severe weather, acts of public authorities, or delays or defaults caused by public carriers; provided the defaulting party gives notice as soon as possible to the other party of the inability to perform. 9. TERMINATION 9.1 With or Without Cause. This Agreement may be terminated with or without cause upon thirty (30) days written notice. 9.2. Written Notice of Termination. Notice of Termination shall be made by certified mail or personal delivery to the Authorized Representative of the party. Notice is deemed effective upon delivery of the Notice of Termination to the party's Authorized Representative. Notice shall include a certified copy of the resolution of the governing board indicating its intent to terminate the Agreement. 9.3. Effect of Termination. Termination of this Agreement shall not discharge any liability, responsibility or right of any party which arises from the performance of or failure to adequately perform the terms of this Agreement prior to the effective date of termination. Nor shall termination discharge any obligation which by its nature would survive after the date of termination, including by way of illustration only and not limitation, Standard Assurances attached hereto. A terminating party shall pay its share of the costs incurred for the project through the date of termination. If payment is not made in accordance with the terms of this Agreement, a party shall return all data and information in their possession for which payment has not been made and shall destroy all copies thereof. 10. CONTRACT RIGHTS /REMEDIES 10.1. Rights 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 any one 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 notice of any default, shall not constitute a waiver of any subsequent default or be deemed to be a failure to give such notice with respect to any subsequent default. 11. REPRESENTATIVES 11.1. Authorized Representative. The following named persons are designated the Authorized Representatives of the parties for purposes of this Agreement. These persons have authority to bind the party they represent and to consent to modifications and subcontracts, except that (1) as to the County, the Authorized Representative shall have only the authority specifically or generally granted by the County Board; and (2) with respect to the City, the Shakopee City Administrator shall have only the authority specifically or generally granted by the City Council. Notification required to be provided pursuant to this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification of this Agreement. City: Mark McNeill Shakopee City Administrator 129 Holmes Street South Shakopee, MN 55379 Phone: (952) 233 -9300 County: Gary L. Shelton Scott County Administrator 200 Fourth Avenue West Shakopee, MN 55379 Phone: (952) 11.2 Liaison. To assist the parties in the day -to -day performance of this Agreement and to develop service, ensure compliance and provide ongoing consultation, a liaison shall be designated by the City and the County. The parties shall keep each other continually informed, in writing, of any change in the designated liaison. At the time of execution of this Agreement the following persons are designated liaisons: City Liaison: Phone Number: County Liaison: Phone Number: City Administrator /Designee (952) 233 -3800 James L. Hentges (952) 496 -8362 12. MODIFICATIONS Any alterations, variations, 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. 3. SEVERABILITY d The provisions of this Agreement shall be deemed severable. If any o validity this s Agreement is t v invalid, or unenforceable, such rendering shall not affect th Y 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 County and City and their agents and Statl 13, amended, and Minnesota Ruleshpromulgated ree to abide the provisions of Government Data Practices Act, Minn. pursuant to Chapter 13. 15. RECORDS - AVAILABILITY AND RETENTION Complete and accurate records of the work performed pursuant to this agreement shall be kept by the parties for a minimum of six years following termination of this agreement. The retention period shall be automatically extended during the course are relevant. f any administrative or judicial action involving the parties regarding matters to which the records shall be automatically extended until the administrative or judicial action is finally completed. Pursuant to Minn. Stat. Section 16B.06, Subd. 4, the books, records, documents, and accounting procedures and practices of the parties relative to this Agreement shall be subject to examination by the parties and the State Auditor. 16. ENTIRE AGREEMENT This Agreement is the final expression of the agreement of the parties and the complete and exclusive statement of the terms agreed upon, and shall supersede all prior negotiations, understandings or agreements. There are no representations, warranties, or stipulations, either oral or written, not herein contained. IN TESTIMONY WHEREOF, the parties hereto have caused this Agreement to be executed y their respective duly authorized officers as of the day and year first above written. COTT COUNTY CITY OF SHAKOPEE y Barbara Marschall Chair, Scott County Board of Commissioners ATE DATE TTEST ATE PPROVED AS TO FORM: Pat Ciliberto Scott County Attorney ATE Gary L. Shelton Scott County Administrator ttp: / /teamscoop /div /PublicWorks /Home /surveyor /Office Related_PROD /Coop_Shakopee (2010 Flight).doc By John Schmitt Mayor By Judy Cox City Clerk DATE