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HomeMy WebLinkAbout5C - Cost Share of Aerial PhotographyCITY COUNCIL AGENDA REPORT MEETING DATE: DECEMBER 6, 2010 AGENDA #: 5C PREPARED BY: KELLY MEYER, ASST. CITY MANAGER PRESENTER: KELLY MEYER AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO ENTER INTO A COOPERATIVE AGREEMENT WITH SCOTT COUNTY FOR COST SHARE OF AERIAL PHOTOGRAPHY. DISCUSSION: Introduction The purpose of this agenda report is to enter into a cooperative agreement with Scott County for cost - sharing of new aerial photography of the properties within the City of Prior Lake. Histo In March 1998, the City Council approved a resolution for the first cooperative agreement with Scott County to obtain aerial photography. Through that Agreement with the County, the City developed a GIS base mapping system. All City departments utilized this base mapping system for various applications on a daily basis. To continue to be of value, the system must be kept up to date which means periodically taking new aerial photographs and then updating the base mapping in GIS. The City has participated in previous updates in 2003 and 2007. The County conducted this process last in 2007. Current Circumstances Scott County has entered into a contract with Surdex, Inc. to obtain color aerial photography in digital format. A copy of the agreement between the County and Surdex is attached. The total cost of this county -wide project is $50,255.97. The City's cost share is $4000. Other entities participating in the cost sharing include Savage, Shakopee, Belle Plaine, Jordan, New Prague, SMSC, and Shakopee Public Utilities. Conclusion Updated high - resolution aerial photography will enable City staff to view and efficiently produce accurate representations of areas of the City requiring investigation and discussion. Staff is recommending approval. ISSUES: The contract does not include the purchase of new large- format photographic prints at this time. Costs for updates of these displays will come as a separate action item. This project is yet another example of doing things together to provide better information for decision makers like the city council, city staff and members of the public. If the City elected not to participate, we would either have to fund the costs of aerial photography independently at a much higher cost, or not acquire the data and therefore not have the most up -to- date aerial property information available to us. FINANCIAL The City's cost under the cooperative agreement is $4000 to be funded by IMPACT: the Trunk Reserve Fund. This acquisition is another example of the County and cities working together to accomplish work in a cooperative and cost - effective manner. ALTERNATIVES: 1. Approve a resolution authorizing the Mayor and City Manager to enter into a Cooperative Agreement with Scott County for cost sharing of aerial photography as part of the consent agenda. 2. Remove this item from consent for discussion. RECOMMENDED MOTION: Alternative er RESOLUTION 10 -xxx A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO ENTER INTO A COOPERATIVE AGREEMENT WITH SCOTT COUNTY FOR COST- SHARING OF AERIAL PHOTOGRAPHY Motion By: Second By: WHEREAS, Since 1998 Scott County and the cities within the county have cooperated to provide high quality aerial pictures to facility their day to day responsibilities; and WHEREAS, The City of Prior Lake and Scott County desire to update aerial photography for GIS base mapping; and WHEREAS, Scott County and the City of Prior Lake have prepared a cooperative agreement acceptable to both parties; and WHEREAS, Scott County and the City of Prior Lake agree that collaboration on the purchase of aerial photography is the most cost - effective means of acquiring the data. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1, The recitals set forth above are incorporated herein, 2. The Mayor and City Manager are hereby authorized to enter into the Cooperative Agreement with Scott County for Cost - Sharing of Aerial Photography. 3. The funding for this acquisition shall be from the Trunk Reserve Fund in an amount not to exceed $4000. PASSED AND ADOPTED THIS 6th DAY OF DECEMBER, 2010. YES NO M ser M ser Erickson Erickson Hedberg Hedber Keeney Keene Millar Millar Frank Boyles, City Manager COOPERATIVE AGREEMENT BETWEEN THE COUNTY OF SCOTT AND THE CITY OF PRIOR LAKE 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 Prior Lake, 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 Prior Lake 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). 3. PURCHASE OF SERVICES 3.1. 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) 3.2. 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 Prior Lake $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. INDEMNI 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 Prior Lake City Manager 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: Frank Boyles Prior Lake City Manager Prior Lake City Hall 4646 Dakota Street SE Prior Lake, MN 55372 Phone: (952) 447 -9801 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: Steve Albrecht Phone Number: (952) 447 -9890 County Liaison: James L. Hentges Phone Number: (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. 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 County and City and their agents and employees agree to abide by the provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as amended, and Minnesota Rules promulgated 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 of any administrative or judicial action involving the parties regarding matters to which the records are relevant. The retention period shall be automatically extended until the administrative or judicial action is finally completed. Pursuant to Minn. Stat. Section 166.06, 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 by their respective duly authorized officers as of the day and year first above written. SCOTT COUNTY By DAT Barbara Marschall Chair, Scott County Board of Commissioners ATTEST Gary L. Shelton Scott County Administrator DATE APPROVED AS TO FORM: Pat Ciliberto Scott County Attorney DATE CITY OF PRIOR LAKE By Mike Myser Mayor DATE ATTEST Frank Boyles City Manager DA APPROVED AS TO FORM: City Attorney htip : / /teamscoop /div /PublicWorks /Home /surveyor /Office Related_PROD /Coop_Prior Lake (2010 Flight).doc AGREEMENT FOR AERIAL PHOTOGRAPHY AND DIGITAL ORTHOPHOTOGRAPHY SERVICES THIS AGREEMENT, made and entered into by and between Scott County, Minnesota, hereinafter referred to as the "County ", and Surdex Corporation having an office at 520 Spirit of St. Louis Blvd. Chesterfield, MO 63005, hereinafter referred to as the "Consultant ". RECITALS: Scott County is authorized and empowered by law to enter into agreements for professional services for Scott County. 2. The County seeks to enter into an agreement for the provision of aerial photography and digital orthophotography services needed for planning /facility management /preliminary design and preliminary survey reconnaissance level activities. 3. The Consultant is a company with experience in providing aerial photography and digital orthophotography services needed for planning/facility management/preliminary design and preliminary survey reconnaissance level activities. NOW, THEREFORE, in consideration of the mutual covenants and considerations hereinafter contained, it is agreed by and between the County and the Consultant as follows: 1. Work and Services to be Provided by the Consultant The Consultant will be required to furnish all labor, materials, transportation, tools, supplies, equipment, etc., necessary for the completion of the following work: Digital Orthophotography. See )exhibit B for the Scope of Work, Specifications, and Deliverables. 2. Com cnsation and Terms of Payment Payment for the work outlined in Section i of this Agreement shall be as follows: A) Compensation: Compensation shall be determined as follows: 1. Digital Otthophotos Generation Scott County Coordinates $4$,755.97 2. One full set of digital orthophotos in UTM Coordinates $1,500.00 Total $50,255.97 1 Maximum reimbursement shall not exceed Fifty thousand two 11undred fifty -five and 97/100 Dollars ($50,255.97), without prior written approval by the County. Said reimbursement shall be the total compensation due the Consultant for satisfactory completion of the various items of work included in the attached Exhibit "B ". B) Terms of Payment: Consultant shall submit duplicate invoices to the authorized agent of the County for payment of work completed. The authorized agent shall have the authority to review the invoices, and no payment shall be made without the approval of the authorized agent. Payments shall be made within thirty (30) days after receipt of invoices for services performed and acceptance of such services by the authorized agent of the County. 3. Items Furnished by County The County shall provide all required ground survey control for the project. The County control responsibilities shall be performed with reference to the points selected and /or approved by Consultant and County. Consultant shall coordinate all ground control /targeting activities with the County prior to Consultant flights. The County agrees to furnish Consultant a list of the required project coordinates and elevations. The County also agrees to furnish project coordinates and elevations in digital form. 4. Condition of Payment All services provided by the Consultant pursuant to this Agreement shall be performed to the satisfaction of the County, and in accordance with applicable federal, state and local laws, ordinances, rules and regulations in place at the time of this agreement. Payment shall be withheld for work found by the County to be unsatisfactory, or performed in violation of federal, state and local laws, ordinances, rules or regulations. Effective Date of Contract This Agreement shall be effective upon execution and shall remain in effect until March 1, 2011, or until all obligations set forth in this Agreement have been satisfactorily fiilfilled or unless earlier terminated as provided, whichever occurs first. 6. Time of Performance Work shall commence within one (1) week following the County's approval to proceed. Work shall be completed according to schedule contained within Exhibit B, or according to any mutually agreed upon amendments to that schedule. P-a 7. Data Practices All data collected, created, received, maintained or disseminated for any purpose by the activities of the Consultant because of this Agreement shall be governed by Minnesota Government Data Practices Act. Consultant, its agents, employees and any subcontractors of Consultant in providing all services hereunder, agree to abide by the provisions of the Minnesota Government Data Practices Act, Minn. Stat, Chap. 13, as amended, and Minn. Rules promulgated pursuant to Chap. 13. The Consultant agrees to hold the County, its officers, department heads and employees harmless from any claims resulting from the Consultant's unlawful disclosure, failure to disclose or use of data protected under state and federal laws. Record Retention Pursuant to Minn. Stat. Sec. 16B.06, subd. (4), the Consultant shall maintain all books, documents, papers and accounting records and other evidence pertaining to costs incurred and shall make such material relevant to this Agreement available at the Consultant's office at all reasonable times for inspection by Scott County or the Minnesota state auditor or representatives of the Minnesota Department of Transportation or the federal government. Records which are not delivered to the County shall be retained by the Consultant for a period of six (6) years after Agreement completion. The retention period shall be automatically extended until any ongoing administrative or ,judicial action is finally completed or until the authorized agent of the County notifies Consultant in writing that the records need no longer be kept. 9. Ownership of Documents and Property A ccountability The deliverables furnished by the Consultant shall become the property of the County. All documents including computer files, photography, computations, and specifications, prepared by the Consultant pursuant to this Agreement are instruments of service in respect to the project. They are not intended or represented to be suitable for reuse by the County or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by the Consultant for the specific purpose untended shall be at the County's sole risk and without liability or legal exposure to the Consultant; and the County shall defend, indemnify and hold harmless the Consultant from all claims, damages, and losses arising out of or resulting therefrom. 10. Termi nation of the Agre ement Either party may cancel this Agreement (or any part thereof), at any time by giving written notice to the other party at least thirty (30) calendar days prior to the effective date of the termination. The Consultant shall be paid for the work performed prior to the effective date of termination based upon the payment terms of this Agreement. Such payment shall not exceed the maximum amount provided for by the terms in this Agreement. Notice to the County shall be mailed or delivered to the Scott County Surveyor, 600 Country Trail East, Jordan, MN 55352. Notice to the Consultant shall be mailed or delivered to Tim Bohn, Surdex Corporation, Director of Project Management, 520 Spirit of St. Louis Boulevard, Chesterfield, MO 63005. 11. Independent Contractor It is agreed that nothing contained in this Agreement is intended or should be construed as creating the relationship of a partnership, joint venture, or an association with the County and Consultant. The Consultant is an independent contractor and neither it, its employees, agents, subcontractors nor representatives shall be considered employees, agents or representatives of the County. Except as otherwise provided herein, Consultant shall maintain, in all respects, its present control over the means and personnel by which this Agreement is performed. From any amounts due the Consultant, there shall be no deduction for federal income tax or FICA payments nor for any state income tax, nor for any other purposes which are associated with an employer /employee relationship unless otherwise required by law. Payment of federal income tax, FICA payments, state income tax, unemployment compensation taxes, and other payroll deductions and taxes are the sole responsibility of Consultant. 12. Choice of Law The laws of the State of Minnesota shall govern all questions as to the execution, nature, obligation, instruction, validity and performance of this Agreement and all proceedings will be within the jurisdiction of the State of Minnesota. 13. Subletting, Assignment or T Neither party to this Agreement shall transfer, sublet, or assign any rights under or interests in this Agreement without the prior written consent of the other party. This written consent shall in no way relieve the Consultant from its primary responsibility for the performance of the work. No approval shall be necessary for nonprofessional services such as reproductions, printing, scale models and other services normally performed or provided by others provided that payment for such services is included under compensation for other items of this Agreement. Any subcontractor of the Consultant used to perform any portion of this Agreement shall report to and bill the Consultant directly except as otherwise noted in this Agreement. The Consultant shall be solely responsible for the breach, performance, and non - performance of any subcontractor. The Consultant shall require and ensure that any subcontractor agrees to and complies with all of the terms of this Agreement. 14, Indemnity COUNTY and CONSULTANT agree to indemnify and hold the other harmless from any and all damage, liability, or cost (including reasonable attorneys' fees and costs of defense)beyond the limits of existing commercial liability insurance under the professional liability /errors and omissions section to the extent arising from negligent acts, errors, omissions or breach of this Agreement by it or any party (other than CONSULTANT if CONSUL'T'ANT is the indemnifier) for whom it may be liable in the performance of its obligations under this Agreement. As a material part of the consideration to COUNTY, CONSULTANT assumes all risk of damage to its property or injury to persons, including its agents, contractors and employees in performance of SERVICES hereunder, and CONSULTANT hereby waives all claims in respect thereof against COUNTY, except for any claim arising out of COUNTY'S negligence or willful misconduct. As used in this Section, the term "CONSULTANT" shall include CONSULTANT'S employees, agents and contractors, if applicable, and "COUNTY" shall include COUNTY's employees agents and contractors, if applicable. CONSULTANT and COUNTY agree that liability hereunder for damages caused by or related to a breach of this Agreement, regardless of the form of action, will be limited to the limits of existing commercial liability insurance under the professional liability /errors and omissions section including attorneys' fees and costs incurred in enforcing rights under this Agreement. Neither party shall be liable for any S indirect, consequential, punitive, special or exemplary damages resulting from any negligent acts, errors, omissions or breach of this Agreement beyond said commercial liability insurance coverage. 15. Insurance The Consultant shall not continence work under this Agreement until it has obtained at its own cost and expense all insurance required herein. All insurance coverage is subject to approval of the County and shall be maintained by the Consultant until final completion of the work. A. Workers' Compensation a. State: Minnesota - Statutory b. Employer's Liability with mininuml limits of: Bodily Injury by Accident: $100,000 each Accident Bodily Injury by Disease: $100,000 each Employee Bodily Injury by Disease: $500,000 policy limit C. Benefits required by union labor contracts: As applicable In the event Consultant is a sole proprietor and has not elected to provide workers' compensation insurance, the provider shall be required to execute and submit an affidavit of sole proprietorship in a form satisfactory to the County before entering into the Agreement. B. Commercial General Liability Including Premises, Operations, Products, Completed Operations, Advertising and Personal Injury Liability, with the following minimum limits of liability: $1,000,000 Aggregate $1,000,000 Products & Completed Operations Aggregate $1,000,000 Personal Injury & Advertising Injury $1,000,000 Occurrence $ 100,000 Fire Damage Limit $ 5,000 Medical Expense Policy should be written on an occurrence basis and include explosion, collapse and underground. The County shall be named as an additional insured. C. Professional Liability (Malpractice) $1,000,000 per Claimant $1,000,000 Aggregate per Year D. Commercial Auto Liability Minimum limits of liability shall be; If split limits: $1,000,000 each person/$ 1,000,000 each occurrence for Bodily Injury. $1,000,000 each occurrence for Property Damage If combined single limit; $1,000,000 per occurrence Automobile liability should include any auto, hired and non - owned. The County shall be named as an additional insured. E. Aviation Liability Aviation Liability Insurance in a policy form acceptable to the County with a combined single limit of $1,000,000 per occuranee. F. Proof of Insurance Insurance certificates evidencing that the above insurance is in force with companies acceptable to County and in the amounts required shall be submitted to County for examination and approval prior to the execution of the Agreement, after which they shall be filed with County. The insurance certificate shall name the County as an additional insured and specifically provide that a certificate shall not be materially changed, canceled or non - renewed except upon sixty (60) days prior written notice to County. Neither County's failure to require or insist upon certificates or other evidence of insurance showing a variance from the specified coverage changes the Consultant's responsibility to comply with the insurance specifications. 16. Settlement of Claims In any case where the Consultant deems that extra compensation is due for services, materials or damages not expressly required by this Agreement or not ordered in writing by the County as extra work, the Consultant shall notify the County in writing before it begins any such work on which it bases the claim. If such notification is not previously given or the claim is not separately and strictly accounted for, and approved by the County in writing before the Consultant commences said work, the Consultant hereby waives and releases forever any claim or costs for such extra compensation. However, such notice or accounting shall not in any way be construed as proving the validity of any claim by Consultant. The County shall decide all claims, questions and disputes of whatever nature which are referred to it relative to the prosecution and fulfillment of this Agreement; and its decision upon all claims, questions and disputes shall be final and conclusive upon the parties thereto administratively. 17. Successors and Assi ns The County and Consultant, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Neither the County nor Consultant shall assign, sublet, or transfer any interest in this Agreement without the prior written consent of the other. 18. Equal Employment and Americans with Disabilities In connection with the work under this Agreement, the Consultant agrees to comply with the applicable provisions of state and federal equal employment opportunity and nondiscrimination statutes and regulations. In addition, upon entering into this Agreement, the Consultant certifies that it has been made fully aware of Scott County's Equal Employment Opportunity and Americans with Disabilities Act Policy, attached hereto and incorporated herein as Exhibit " A " through both oral and written communications, that it supports this policy and that it shall conduct its own employment practices in accordance therewith. Failure on the pant of the Consultant to conduct its own employment practices in accordance with County Policy may result in the withholding of all or part of regular payments by the County due under this Agreement unless or until Consultant complies with the County Policy, and /or suspension or termination of this Agreement. 19, Severabilitv In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties unless such invalidity or non - enforceability would cause the agreement to fail its purpose. One or more waivers by either party of any provision, term, condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 20. Entire Agreement It is understood and agreed that the entire agreement of the parties is contained herein and that this Agreement supersedes all oral Agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the County and the Consultant relating to the subject matter hereof. 21. Covenant Against Contingent Fees The Consultant warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person other than a bona fide employee working solely for the Consultant any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the County shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration or otherwise recover the fill] amount of such fee, commission, percentage, brokerage fee, gifts or contingent fee. 7 22. Encumbrance of Funds At the time of executing this Agreement, the County shall encumber the amount of funds required. This Agreement shall be mutually binding upon the parties only after it has been duly executed and approved by the County and the Consultant. 23. Laws The Consultant shall keep itself informed of all existing and current regulations of the county, state and federal laws which in any way limit or control the actions or operations of those engaged upon the work or affecting the materials supplied to or by them. The Consultant shall at all times observe and comply with all ordinances, laws and regulations and shall protect and indemnify the County as provided in Article 14 of this Agreement. 24. Authorized Anent of Scott Co unty Scott County shall appoint an authorized agent for the purpose of administration of this Agreement. Consultant is notified of the authorized agent of Scott County as follows: James L. Hentges Scott County Surveyor 600 Country Trail East Jordan, MN 55352 952 -496 -8362 The Consultant shall appoint an authorized agent for the purpose of administration of this Agreement. County is notified that the authorized agent of the Consultant is as follows: Tim Bohn Surdex Corporation Director of Project Management 520 Spirit of St. Louis Boulevard Chesterfield, MO 63005 636 -368 -4456 25. Modificatio of Agreement Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, dated, and made pall of this Agreement. The execution of the change shall be authorized and signed in the same manner as for this Agreement. IN WITNESS WHEREOF, the County and the Consultant by their authorized partner or officer have hereunto subscribed their names'in duplicate, SCOTT COUNTY, MINNESOTA ATTEST: By: 1 19.11wa By: G . S elto Barbara Marschall County Administrator Chair, Board of Commissioners DATED; ' -'3kS I DATED: APPROVED AS TO FORM: By:_ � Wt Ciliberto County Attorney DATED: SURDEX CORPORATION Ronald C. Hof nn Its : __-..Preside DATED: April 28,201 cAdocuments and settingAsuhellmlmy documents\sharepoint draftsurdex agreement aerial photography 2010.doc 9 POLICY STA7MIfIT It is the policy of Scott County Government to provide Equal Opportunity to all employees and applicants for employment in accordance with all applicable Equal Employment Opportunity laws, directives, and regulations of Federal, State, and local governing bodies or agencies thereof, including Minnesota Statutes, Chapter 363. Scott County will not engage in any employment practices which discriminate against or harass any employee or applicant for employment because of race, color, creed, religion, national origin, sex, disability, age, martial status, sexual orientation, or status with regard to public assistance. Such employment practices include, but are not limited to, the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, selection, layoff, disciplinary action, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Further, Scott County fully supports incorporation of nondiscrimination rules and regulations into contracts and will commit the necessary time and resources to achieve the goals of Equal Employment Opportunity. Any employee of the County who does not comply with the Equal Employment Opportunity Policies and Procedures set forth in this Statement and Plan will be subject to disciplinary action. Any subcontractor of the County not complying with all applicable Equal Employment Opportunity laws, directives, and regulations of Federal, State, and local governing bodies or agencies thereof, including Minnesota Statutes, Chapter 363, will be subject to appropriate contractual sanctions. Scott County has designated the Employee Relations Director as the manager of the Equal Opportunity Program. These responsibilities will include monitoring all Equal Employment Opportunity activities and reporting the effectiveness of this program, as required by Federal, State, and local agencies. The Scott County Administrator will receive and review reports on the progress of the program. If any employee or applicant for employment believes he or she has been'discriminated against,-please contact the Scott County Employee Relations Director, Scott County Employee Relations, Government Center Room 201, 200 Fourth Avenue West, Shakopee, Minnesota 55379 -1220, or call (952) 496 -8103. du Gary L helton Date Barbara K. Marschall Date Scott County Administrator Chair, Board of Commissioners � WWEX RATION i Professional Services Agreement ATTACHMENT B Fee Schedule Scott County, Minnesota April 7, 2010 Client shall compensate SURDEX for services rendered in accordance with the following: Total Fixed Price Progressive Billings to apply; All billing is net 35 days. 1. An initial forty (40 %) percent of total sum of project after completion of raw image data acquisition. Surdex can provide interim georeferenced thumbnails or an overviezV photo index to serve as a deliverable, or simply provide a copy of the razV (unrectified, non color corrected) data and follow up with a final copy when balancing has occurrent. 2. An additional fifty (50 %) percent of total sum of project after delivery of all digital orthophotography by Surdex. 3. The final Ten (10 %) percent of total sum of project after Scott County review of delivered data. Per the scope of services, this will be no more than 30 days after delivery by Surdex. After a period of three months from the date of invoicing for this Agreement, all fees remaining under this contract are subject to an increase of up to 1.5 % at the discretion of Surdex Corporation in accordance with Section 6.3 of the Professional Services Agreement. 6" DIGITAL ORTHOPHOTO PRODUCTION 1� `SURDEX Professional Services Agreement EXHIBIT B Scope of Services Scott County, MN REVISION DATE: April 7, 2010 Table of Contents 1. Project Overview .................................................................................................. ..............................2 2. Executive Summary ............................................................................................. ..............................2 3. Scope of Services ................................................................................................... ..............................2 3.1 Contract Management ................................................................................ ..............................2 3.1.1 Project Management ................................................................................. ..............................4 3.2 Prevailing Specifications ............................................................................. ..............................4 3.3 Project and Production Scope ..................................................................... ..............................4 3.3.1 Aerial Pliotography ........ ....................................................................... ..............................4 3.3.2 Survey Control ......................................................................................... ..............................5 3.3.3 Fully Analytical Aerial Triangulation (FAAT) ........................................ ..............................5 3 .3.4 Pilot Project .............................................................................................. ..............................5 3.3.5 DEM (Digital Elevation Model) ............................................................... ..............................5 3.3.6 Digital Orthophotography ....................................................................... ............................... 5 4. Deliverables ........................................................................................................... ..............................6 5. Schedule ................................................................................................ ............................... ............6 6. Terms and Conditions ......................................................................................... ..............................6 6.1 Billing Procedures ........................................................................................ ..............................6 6.2 Customer Supplied Data ............................................................................. ..............................6 6 .3 Warranty ............................................. ............................... ........................... ..............................6 7. List of Figures ........................................................................................................ ..............................7 8. Pricing ................................................................................................................... ............................... 7 8.1 Terins .............................................................................................................. ..............................7 SURDEX i 1. Protect Overview Surdex Corporation understands that it is the intent of Scott County, MN to acquire new aerial imagery in late winter or early spring 2010. The digital orthophotography will provide an accurate base map for many purposes within the County. The project involves all tasks required for the production of color digital orthophotos at a map scale of 1" =100' with half -foot (0.15m) ground pixel resolution (GPR). The project area for the County orthophotos covers a total of approximately 370 square miles at 0.15 meter resolution as depicted on Figure A -1 (Project Map). The project involves using existing LiDAR DEM. All six inch orthophotography produced by Surdex Corporation are to meet ASPRS Accuracies of 2.4' (CE95). 2. Executive Summary Surdex Corporation understands the intent and objective of this project is to update the County's existing digital orthophotography as an accurate base map for the County's existing GIS (Geographic Information System). Surdex has developed a scope of work and services designed specifically to meet our understanding of the County's needs. In summary, our approach includes the following: • Ground Control — The photo control plan for the Scott County Project includes the recovery (and /or establishment) and targeting of approximately 50 ground control points within and around the County. Scott County will provide all of thetg4 an surveying for the pr oject. . Those points coupled with our ABGPS (Airborne Global Positioning System) will provide a very dense control solution. • Aerial Photography — Surdex proposes to acquire DMC color aerial photography to support 0.15m gsd (six inch) digital orthophotography. • Digital Ortho Production — Surdex will produce a set of 1" -100' color (rgb natural color) digital orthophotos with 0.15m ground pixel resolution from the newly acquired DMC aerial photography. • QuaIity Control — Surdex has QA /QC steps built into every production process, which allows us to guarantee that your product meets the specifications that are desired by Scott County, MN. This overview is not meant to presume the full scope of services to be provided. Please refer to Section 3.3 (Project and Production Scope) of this document for specific information about each of these production processes. 3. Scope of Services Surdex will employ the following technical approach for the development of digital orthophotography. Surdex has provided similar services to County, Municipal, Federal, State and Private Agencies for Over 50 Years and believe this to be the best solution for your mapping project. 3.1 Contract Management The successful implementation and completion of any project is based upon the establishment of well - defined objectives, and the development of a schedule to meet the objectives and the appropriate monitoring of the progress. The implementation of these items is the responsibility of the Project Manager. Below Is the contact information of your assigned Project Manager, the Business Development Representative and the Principal -in- Charge. All correspondence should be executed through your Surdex Corporation —Proprietary and Confidential 2 1� SURDEX RATION assigned project manager. However, if your project manager is unavailable and your question is a priority with the County, please do not hesitate to contact any of the individuals listed below: Tim Bohn, C.P. Director of Project Management 520 Spirit of St. Louis Boulevard Chesterfield, MO 63005 Voice: (636) 368 -4456 Pax: (636) 368 -4457 E -mail: timbosurdex.com Ronald C. Hoffmann, President (Principal -in- Charge) 520 Spirit of St. Louis Boulevard Chesterfield, MO 63005 Voice: (636) 368 -4400 E -mail: ronhesurdex.com Surdex's contact with Scott County will be: James L. Hentges Scott County Surveyor 600 Country Trail East Jordan, MN 55352 Direct: 952 -496 -8362 Fax: 952 -496 -8365 Office: 952 -496 -8346 Email: jhentges@Dco.scott.mn.us Surdex and Confidential Bill Walker Business Development 520 Spirit of St. Louis Boulevard Chesterfield, MO 63005 Voice: (636) 368 -4422 Pax: (636) 368 -4401 E -mail: bilhv@surdex.com 3 ` �� SURDEX 3.1,1 Project Management • Surdex will provide Project Status Reports on a weekly basis. • Surdex will provide Quality Control software and training for the clients use in review and approval of the orthophotos. 3.2 Prevailing Specifications All photogrammetric mapping products are to meet ASPRS Accuracies for 1" =100' scale products, Any new orthophotos produced by Surdex Corporation for this project will meet these accuracy specifications. However, Surdex cannot guarantee the accuracy of wherever there are inaccuracies in the existing DEN surface. 33 Project and Production S cope Accomplishing this Scope of Work will require the following tasks: 3.3.1 Aerial Photography • Surdex will finalize the flight line and control layout maps and submit to Scott County for approval. • Surdex will acquire 5,000' AGL DMC to produce digital orthophotos at 1" =100' with 0.15m GPR • Photography parameters include 60% Forward Overlap and 30% Side lap, climatic conditions will be free (Iess than 5% per frame) of clouds and haze. • Aerial Photography will be acquired when the sun angle is at least 30% to minimize shadowing effects. Surdex Corporation -- Proprietary and Confidential 4 `� NN SURDEX i • Surdex will extend all photography two full exposures, beyond the ends of the project limits. • Surdex will provide an aerial photography report which shall include an Introduction, flight map and control diagrams, and the flight logs. 3.3.2 Survey Control • All control will be referenced horizontally to the Scott County coordinate system, US foot and UTM zone 15 meters, and performed by the Scott County. • Survey control will be accurate to within one part in 10,000. • Scott County has targeted most of their existing control, Surdex confirmed quantity and location was sufficient. • The County will provide an XYZ list of final coordinates (in UTM zone 15, NAD83 meters) and ground photography for each photo control point to aid in locating points in the aerial photography. 3.3.3 Fully Analytical Aerial Triangulation (FAXI) • The FART shall meet all requirements for final products to meet ASPRS specifications. • Surdex will provide one digital copy of the FAAT report which shall include an introduction, project accuracy requirements, aerial triangulation accuracy, software and equipment used, and the final output and analysis for each scale and /or block of photography. 3.3.4 Pilot Project • Surdex will produce a Pilot Project that involves the final project deliverables. • The County will provide written approval for acceptance of the Pilot Project before full production resumes. • Surdex and the County will mutually agree on delivery groups upon acceptance of the Pilot Project and the schedule will be revised to reflect these milestone dates. 3.3.5 DEM (Digital Elevation Model) ■ Surdex will utilize existing DEMs supplied by the County or state of MN as is without requiring any updates for accurate orthorectification. 3.3.6 Digital Orthophotography • Surdex will produce orthophotography at a scale of 1" =100' with 0.15 meter Ground Pixel Resolution (GPR) fully covering the extents of the project area as supplied by Scott County. • All tiles will be delivered in GeoTIFF format. • Surdex will provide a digital orthophotography accuracy report that summarizes the horizontal accuracy of the final product. Surdex Corporation - -- Proprietary and Confidential SURDEX i 4. Deliverables Surdex Corporation will provide the following list of deliverables for this project: • Final flight line and control location maps • Color digital orthophotos for 1" =100' tiles with 0.15m CPR in GeoTIFF format, Scott Co Coordinate system. • Color digital orthophotos for 1" =100' tiles with 0.15m CPR in GeoTIFF format, UTM Coordinate system. • One copy of the Digital Orthophotography Accuracy Report 5. Schedule Please refer to Figure A -2 (Project Schedule). Surdex will not compromise the quality, accuracy, or precision of the data to meet an unrealistic schedule and will not move forward in production until Scott County is satisfied after the Pilot Phase, 6. Terms and Conditions The following terms and conditions apply to the contract between Surdex Corporation and Scott County. 6.1 Billing Procedures As set forth in Attachment B: Fee Schedule. 6.2 Customer Supplied Data Surdex is not responsible for inaccuracies in the DF.M surfaces provided by the client. Surdex reserves the right to seek additional compensation if such items are found to be deficient and result in additional work by Surdex. This condition will also result in schedule revisions. Surdex will notify the County immediately upon the discovery of the defect, any impact on the project, and a cost to correct the defect before any action is taken. 6.3 Warranty No warranty of data produced by a previous vendor, non - related third - party, or data provided by the customer will be implied. All work produced by Surdex is warranted for a period of six - months after final acceptance of data. 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BOARD OF COUNTY COMMISSIONERS SCOTT COUNTY, MINNESOTA Da te: aril 6, 2010 Resolution No,: 2010 - 037 _ Motion by Commissioner: Wolf Seconded by Commissioner: Hennen RESOLUTION NO. 2010 -037; AUTHORIZING ENTERING INTO A CONTRACT WITH SURDEX CORPORATION FOR PROFESSIONAL AERIAL PHOTOGRAPHY SERVICES WHEREAS, the County requires aerial photography for Development Review, Transportation Studies, GIS analysis, Survey analysis and other uses; and WHEREAS, this contract will provide aerial photography for the entire County; and WHEREAS, this information is also very helpful to citizens, landowners, and developers; and WHEREAS, Request for Proposals (RFP) were sent to nine agencies by Minnesota Geospatial Information Office (MnGEO); and WHEREAS, MnGEO selected the aerial mapping firm of Surdex Corporation and Scott County selected Surdex Corporation option for Scott County to acquire aerial photography, based on cost and experience. NOW THEREFORE BE IT RESOLVED that the Scott County Board of Commissioners hereby ^ltthorizes the Chairperson of the Board to enter into a contract with Surdex Corporation for professional aerial .otography services. The contract amount Is not to exceed $50,255.97, subject to approval by the County Attorney's Office as to form. C OMMISSION ERS VO TE Wagner _ Iv Yes r No r Absent r Abstain Wolf ly Yes r`° No r Absent r Abstain Hennen W Yes I° No r Absent r Abstain Marsehall R Yes r No r Absent r Abstain Ulrich 1✓ Yes F No I Absent I Abstain State of Minnesota) County of Scott ) 1, Gary L. Shelton, duly appointed qualified County Administrator for the County of Scott, State of Minnesota, do hereby certify that I have compared the foregoing copy of a resolution with the original minutes of the proceedings of the Board of County Commissioners, Scott County, Minnesota, at their session held on the a day of April, 2010 now on file in my office, and have found the same to be a true and correct copy thereof. Witness my hand and official seal at Shakopee, Minnesota, this 6"' d April, 2010. County Administrator Administrator's Designee