HomeMy WebLinkAbout05(F) - Approve 2012-2024 Road Maintenance Agreement with Spring Lake Township ReportCITY OF PRIOR LAKE/SPRING LAKE TOWNSHIP
MAINTENANCE AGREEMENT
THIS AGREEMENT is made as of ___________________________ by and between the City of Prior Lake,
Minnesota, hereinafter referred to as "City," and the Township of Spring Lake, Minnesota, hereinafter
referred to as the "Township."
RECITALS
The City and the Township desire to enter into an agreement relating to the maintenance of various
roads (“roads”) and other infrastructure located within the limits of the Township and the City upon the
terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual undertakings and agreement contained within this
agreement, the City and the Township hereby agrees as follows:
1. Scope of Services - Except as otherwise set forth in this Agreement, the City and the Township
shall be responsible for all costs associated with their respective maintenance duties. The
Township's and City's respective maintenance responsibilities with respect to the roads and
infrastructure are as follows:
A) Gravel Roads – The City and the Township share responsibility or the political boundaries for
certain gravel roads such that collaboratively maintaining these roads is the most economical
option for both entities. These gravel roads are shown on the attached Figure 1 as Gravel Roads.
The City and Township agree to the following for the maintenance of the gravel roads:
i) Township responsibility - The maintenance to be performed by the Township on the
gravel roads shall consist of the following:
a. Maintain the roads so as to keep them smooth and in good repair for the passage of
traffic and free from all obstructions and impediments to traffic. This includes but is not
limited to: grading, spot graveling and washout repair.
b. Ditch mowing and weed/brush spraying.
c. Cleaning gravel from ditches and reshaping the ditch section.
d. Provide all snow removal/sanding operations in accordance with its adopted snow
removal policy.
e. In the event that the Township and City mutually agree that additional road gravel,
beyond spot graveling, is needed, the Township shall be responsible for such work. The
Township and City shall each pay the costs of labor, materials, hauling, and grading
proportional to the area within its respective jurisdiction.
f. When a culvert lies within both jurisdictions and the Township and City mutually agree
that replacement is needed, the Township shall be responsible for such work. The
Township and City shall each pay ½ (one half) the costs of labor, materials, hauling and
grading.
ii) City Responsibility - The maintenance to be performed by the City on the gravel roads
shall consist of the following:
a. Brush clearing and culvert cleaning/steaming.
b. Dust Coat 180th Street from the western edge of the Maple Glen X plat to Sunray
Boulevard SW.
c. Maintain all traffic control devices as may be necessary in accordance with the Minnesota
Manual on Uniform Traffic Control Devices (“MUTCD”).
B) Bituminous Roads – The City and the Township share responsibility or the political boundaries
for certain bituminous roads such that collaboratively maintaining these roads is the most
economical option for both entities. These bituminous roads are shown on the attached Figure 1
as Bituminous Roads. The City and Township agree to the following for the maintenance of the
bituminous roads:
i) Township responsibility - The maintenance to be performed by the Township on the
bituminous roads shall consist of the following:
a. Snow removal/sanding operations in accordance with its adopted snow removal policy.
b. Ditch mowing and weed/brush spraying.
c. Shouldering bituminous roads that have a rural cross section.
d. When a culvert lies within both jurisdictions and the Township and City mutually agree
that replacement is needed, the Township shall be responsible for such work. The
Township and City shall each pay the costs of labor, materials, hauling, and grading
proportional to the area within its respective jurisdiction.
ii) City Responsibility - The maintenance to be performed by the City on the bituminous
roads shall consist of the following:
a. Maintain the roads so as to keep them smooth and in good repair for the passage of
traffic and free from all obstructions and impediments to traffic. This work shall include
but not be limited to patching of the bituminous surface and removal of other minor
obstructions.
b. Provide anti-icing or liquid brine application in accordance with its adopted Winter
Maintenance Policy.
c. Culvert cleaning/steaming.
d. Maintain all traffic control devices as may be necessary in accordance with the MUTCD
and maintain road striping.
e. Regular preventative maintenance shall be performed to maximize the lifespan of the
pavement. When the Township and City mutually agree that crack sealing, seal coating,
or an overlay is needed, the City shall be responsible for such work. The Township and
City shall each pay the costs of labor, materials, hauling, grading and other contracted
costs proportional to the area within its respective jurisdiction.
C) Other Services – The City has labor and equipment resources that may allow it to provide
additional services to the Township. The City shall provide the following services to the
Township at no additional cost:
i) Cleaning of storm sewer sump manholes and catch basins on Vergus Avenue and South
Shore Drive.
ii) Street sweeping of Vergus Avenue and South Shore Drive shall be completed by the City
without cost to the Township.
D) Contract Services – The City has labor and equipment resources that may allow it to provide
additional services to the Township. Upon request of the Township and the availability of City
resources, the City may provide the following to the Township for the cost of labor, materials and
equipment:
i) Adjustment of manhole rings or gate valves to minimize the potential for plow damage.
ii) Street sweeping of other bituminous roads.
E) Working Standards – Work performed by either the City or Township or a contractor shall
comply with the following:
i) Furnish all labor, materials, supplies, tools and other items necessary for the performance
of the work provided for in this agreement. All materials used shall conform to the
requirements of the Minnesota Department of Transportation Specifications for
Construction, most current edition and all amendments and supplements thereto.
ii) Roads subject to this agreement may be partially blocked for the period of time necessary
for the performance of the services specified herein. In cases of emergency, a road may
be wholly blocked to prevent passage of traffic. At no time, however, shall a road be
obstructed fora longer period of time than is reasonably required for making the
necessary repairs. A road may also be closed at such time as is necessary for the repair or
installation of water or gas mains, electric or telephone cables, or sewers. Except in cases
of emergencies, ten (10) days written notice shall be provided to the other party prior to
the commencement of such installation or repairs. A suitable detour shall be provided at
any time it is necessary to close or totally block traffic from using a road.
iii) All partial and total closures of a road shall be carried out in conformance with the MUTCD
and the current edition of Appendix "B" to the MUTCD.
2. Terms of Payment
A) The party responsible for the work shall submit an invoice to the authorized agent of the other
party for payment of the work completed. Payments shall be made within thirty (30) days after
the later of the receipt of invoice for services performed or the acceptance of such services by
the authorized agent of the City.
B) Any disputes relating to payment for services shall be handled pursuant to paragraph 18 of this
agreement.
3. Effective Date of Contract
This agreement shall be effective beginning January 1, 2021.
4. Term of Contract
This agreement shall remain in effect until December 31, 2024 unless earlier terminated as provided
herein.
5. Authorized Agents
A) The Township is notified of the authorized agent of City as follows:
Public Works Director
City of Prior Lake
4646 Dakota Street SE
Prior Lake, MN 55379
952-447-9832
B) The City is notified the authorized agent for the Township is as follows:
Spring Lake Township, Clerk
Township of Spring Lake
20381 Fairlawn Ave
Prior Lake, MN 55372
952-492-7030
Either party may change its authorized agent by written notice to the other party, which notice
shall be effective 10 days after receipt.
6. Indemnity
Both parties to this agreement recognize each other as a political subdivision of the State of
Minnesota. Each party mutually agrees to indemnify, defend and hold harmless the other, and its
officers, agents, and employees from any claims, losses, costs, expenses or damages resulting from
the acts or omissions of the party or its officers, agents, or employees relating to this agreement.
Each party's obligation to indemnify the other under this clause shall be limited in accordance with
the statutory tort liability limitation as set forth in Minnesota Statutes Chapter 466.04. The limits of
liability for both parties may not be added together to determine the maximum amount of liability
for either party. The intent of this paragraph is to impose on each party a limited duty to defend
and indemnify each other subject to the limits of liability under Minnesota Statutes Chapter 466.
The purpose of creating this duty to defend and indemnify is to simplify the defense of claims by
eliminating conflicts among the Parties and to permit liability claims against both Parties from a
single occurrence to be defended by a single attorney.
7. Insurance
The City and Township shall each maintain public liability coverage protecting itself, its Board or
Council, officers, agents, employees and duly authorized volunteers against any usual and
customary public liability claims in amounts determined appropriate by the party. Said policies shall
be kept in effect during the entire term of this agreement.
8. Subcontracts
The parties may subcontract any portion of the work to be performed under this agreement. The
parties shall ensure and require that any subcontractor agrees to and complies with all of the terms
of this agreement. Any subcontractor used to perform any portion of this agreement shall report to
and bill the party which hired the contractor directly. The party which hired the contractor shall be
solely responsible for the breach, performance or nonperformance of the subcontractor.
9. Force Majeure
City and the Township agree that the City and Township shall not be liable for any delay or inability
to perform this agreement, directly or indirectly caused by or resulting from strikes, labor troubles,
accidents, fire, flood, breakdowns, war, riot, civil commotion, lack of material, delays of
transportation, acts of God or other cause beyond reasonable control of the Township and the City.
10. Termination
This agreement may be terminated by either party, with or without cause, upon 60 days written
notice to the other party’s authorized agent.
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, a joint venture, or an association between the City and the
Township. Each party’s employees, agents, subcontractors and representatives (collectively
“employees”) shall be considered its own employees and shall not be considered employees of the
other party. Each party shall maintain control over its own employees and shall be solely responsible
for payment of federal income tax, FICA payments, state income tax, unemployment compensation
taxes, and other payroll deductions and taxes for its employees.
12. Notices
Any notices to be given under this agreement shall be given by enclosing the same in a sealed
envelope, postage prepaid, and depositing the same in the United States Postal Service, addressed
to the other party’s authorized agent.
13. Controlling Law
The laws of the State of Minnesota shall govern all questions and interpretations concerning the
validity and construction of this agreement and the legal relations between the parties and
performance under it. The appropriate venue and jurisdiction for any litigation hereunder shall be
those courts located with the County of Scott, State of Minnesota. Litigation, however, in the federal
courts involving the parties shall be in the appropriate federal court within the State of Minnesota. If
any provision of this agreement is held invalid, illegal or unenforceable, the remaining provisions
shall not be affected. 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.
14. Successors and Assigns
The City and the Township, 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.
15. Changes
The parties agree that no change or modification to this agreement, or any attachments hereto,
shall have any force or effect unless the change is reduced to writing, dated, and executed by both
parties. The agreement should be reviewed by the Township and the City on an annual basis and
the maps updated as appropriate to incorporate any roadway changes.
16. 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 City and
the Township relating to the subject matter hereof.
17. Third Parties
This agreement is solely between the Township and the City as the only parties and no provision of
this agreement shall in anyway inure to the benefit of any third person (including the public at large)
so as to constitute any such person as a third party beneficiary of this agreement or of any one or
more of its terms, or otherwise give rise to any cause of action in any person not a party to this
agreement.
18. DISPUTES AND REMEDIES
The Township and City agree as follows:
A. Negotiation. If a disagreement over interpretation of any provision of this agreement should
arise, the City and the Township shall direct staff members, as they deem appropriate, to
meet at least one (1) time at a mutually convenient time and place to attempt to resolve the
dispute through negotiation.
B. Mediation. If the parties to this agreement are unable to resolve disputes, claims or
counterclaims, or are unable to negotiate an interpretation of any provision of this
agreement, the parties shall seek relief by submitting their respective grievances to
mediation. The parties shall jointly agree on a mediator or shall request that a mediator be
appointed by American Arbitration Association. The parties shall share equally in the costs of
such mediation.
C. Adjudication. If the parties to this agreement are unable to resolve disputes, claims or
counterclaims after submitting their respective grievances to mediation, either party may
seek relief through initiation of an action in a court of competent jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to
be bound thereby/
TOWNSHIP OF SPRING LAKE
By __________________________________________
Its Clerk
By __________________________________________
Its Chairperson
CITY OF PRIOR LAKE
By __________________________________________
Its Mayor
By __________________________________________
Its City Manager
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City of Prior Lake
Minnesota
City of Prior Lake Spring Lake Twp.2021-2024
0 1,000 2,000 3,000 4,000
Feet
Bituminous Road
Other Services
Gravel Road
X:\Public_Works\Streets\SpringLakeTwp_Jurisdiction.mxd
Maintenance Agreement
FIGURE 1