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HomeMy WebLinkAbout2013-01-16 PACKET 04.L.REQUEST OF CITY COUNCIL ACTION COUNCIL AGENDA MEETING ITEM # DATE 1/16/13 ... - - Community Development ORIGINATING DEPARTMENT Jennifer Levitt STAFF AUTHOR COUNCIL ACTION REQUEST Consider approving the revised Joint Service Agreement with Denmark Township for seal coating, crack sealing, and street striping, pending the City Attorney's final approval of the agreement. STAFF RECOMMENDATION Approve the revised Joint Service Agreement with Denmark Township. BUDGET IMPLICATION $N /A $N /A BUDGETED AMOUNT ACTUAL AMOUNT SUPPORTING DOCUMENTS ® MEMO /LETTER: Memo from Allan Larson dated 1/9/13 ❑ RESOLUTION: ❑ ORDINANCE: ❑ ENGINEERING RECOMMENDATION: ❑ LEGAL RECOMMENDATION: MOTHER: Current Service Agreement with Denmark Township Revised Service Agreement with Denmark Township ADMINISTRATOR'S COMMENTS ffQA FUNDING SOURCE J ! "Ad ator Date COUNCIL ACTION TAKEN: ❑ APPROVED ❑ DENIED ❑ OTHER Cottage / Grove if-bere Pride and P Meet To: Honorable Mayor and City Council Ryan Schroeder, City Administrator From: Allan Larson, Engineering Date: January 9, 2013 Subject: Approve Revised Joint Service Agreement — Denmark Township Background /Discussion: The City of Cottage Grove has, since 2011, extended an invitation to surrounding communities for joint purchasing of such things as seal coating, crack sealing, street sweeping, and striping in an effort to reduce costs for the communities, especially in light of these economic times. Since 2011, Denmark Township chose to accept the offer of joint services and a two -year contract was entered into for seal coating, crack sealing, and street striping. Action: The current Service Agreement with Denmark Township is set to expire on April 1, 2013. Denmark Township has requested a revised agreement to include all street services jointly performed by the City of Cottage Grove on behalf of Denmark Township. Key changes to this agreement are: • Including all requested services (crack sealing, seal coating, and street striping) • Making this agreement automatically renew for successive one -year terms (until terminated by either Cottage Grove or Denmark Township), Additionally, Denmark Township requests to be included as additional insured in all contracts that include work to be done in Denmark Township. Recommendation: It is recommended to approve the revised Joint Service Agreement with Denmark Township for seal coating, crack sealing, and street striping, pending the City Attorney's final approval of the agreement. Attachments: Current Service Agreement — Two -Year Contract Revised Service Agreement — Automatically renew for successive one -year term AGREEMENT TO OBTAIN STREET SEALCOATING SERVICES This Agreement is made this ^ day of 2011, by and between the Denmark Township (hereinafter referred to as "Denmark") and the City of Cottage Grove (hereinafter referred to as "Cottage Grove "). WHEREAS, it is the desire of the parties, and it is the purpose of this Agreement, that certain road - related services be performed or contracted for by Cottage Grove on behalf of Denmark; NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, the above parties hereto agree as follows: 1. Term The term of this Agreement shall be from April 1, 2011 through April 1, 2012, and shall automatically renew for an additional one -year term on April 1, 2012 through April 1, 2013, unless it is terminated earlier as provided herein. 2. Services For the term of this Agreement, Cottage Grove shall provide Denmark with the following services in and on behalf of Denmark and at the direction of Denmark's Engineer: a. Cottage Grove will engage a contractor to perform street sealcoating on an estimated 33,649 SY of streets in Denmark, in addition to the streets within Cottage Grove for which Cottage Grove is otherwise contracting. Denmark has provided Cottage Grove with a plan showing the sealcoating to be performed for 2011. Denmark will provide Cottage Grove with a plan showing the street sealcoating area to be performed in 2012, by February 1, 2012, if any service is to be provided. 3. Pats Denmark shall pay for or directly provide the following for services related to street sealcoating: a. Denmark will reimburse Cottage Grove fo' the actual costs charged to Cottage Grove by its contractor for performing street sealcoating on Denmark streets, based on an estimated 33,649 SY for 2011. At its sole cost and expense, Denmark will provide an inspector for the street sealcoating operation occurring in Denmark for the terra of this Agreement. Demnark must submit contract quantities to Cottage Grove for 2012 prior to February 1 2012 for inclusion in the 2012 contract. Denmark agrees to reimburse Cottage Grove for the actual costs charged to Cottage Grove by its contractor for the requested sealcoat quantities in 2012. b. Denmark will pay Cottage Grove an engineering and administration fee of 6% for all work performed in a year as part of this Agreement. 382575v2 TJQ DE325 -1 C. Denmark will pay all invoices within 45 days after the invoice date. Cottage Grove shall include with its invoices copies of the contractor's claims showing the amount charged for the work performed and materials used in Denmark. 4. Termination This agreement shall terminate as follows: a. Upon the expiration of 90 days after delivery of written notice upon the other party if such notice is delivered at least 90 days before April 1, 2012; or b. At any time, upon mutual agreement of the parties; or C. In any event, on April 1, 2013. 5. Insurance Cottage Grove shall require its contractor(s) to provide insurance as specified below, and Denmark shall be named as an additional insured on such insurance: Comprehensive General Liability $1,000,000 per occurrence, $2,000,000 aggregate Auto Liability $1,200,000 per occuirenace Workers compensation Statutory amount 6. Indemnification Cottage Grove agrees to defend, indemnify and hold harmless Denmark, and its officials, agents and employees from and against all claims, actions, damages, losses and expenses, including attorneys fees, arising out of or resulting from Cottage Grove's performance of the duties required under this Agreement, provided that any such claim, action, damage, loss or expense is caused in whole or in part by an alleged negligent act, omission, or willful misconduct (including, but not limited to, a claimed breach of contract made by the contractor) of Cottage Grove. Cottage Grove agrees to require, as part of its contract with the contractor used to provide the sealcoating, to include Denmark in the contractor's indemnification obligation under the contract. Denmark agrees to defend, indemnify and hold harmless Cottage Grove, and its officials, agents and employees from and against all claims, actions, damages, losses and expenses, including attorneys' fees, arising out of or resulting from Denmark's performance of the duties required of it under this Agreement, provided that any such claim, action, damage, loss or expense is caused in whole or in part by an alleged negligent act or omission or willful misconduct of Denmark. This provision shall not be construed as a waiver by either party of any defenses, immunities or limitations on liability to which they are entitled, under Minnesota Statutes, Chapter 466 or otherwise. 7. Service Contract This is a service contract. The parties do not intend to create, and nothing herein shall be construed as creating, a joint powers agreement, joint venture, or joint enterprise. However, to the extent a court of competent jurisdiction may find such a relationship exists, Cottage Grove and Denmark shall be considered a single governmental entity as provided in Minnesota Statutes, section 471.59, subdivision la for the purposes of dete total liability. The limits of liability for Cottage Grove and Denmark shall not be added together to determine the maximum amount of liability for either party or for any occurrence. S. Contracting Procedure and Oversight Cottage Grove shall be solely responsible for letting the contracts for the services to be provided hereunder in accordance with all applicable laws, 2 382575v2 TJG DE325 -1 rules, and regulations. The bonds obtained from the contractor for the work shall include the work to be performed in Demnark. Cottage Grove shall, to the extent reasonably necessary, assist Denmark to draw upon the performance bond as needed to complete or correct any work the contractor fails to perform in Denmark in accordance with the contract. Denmark will be responsible for inspecting the work to be performed in Denmark, but Cottage Grove shall be responsible for generally overseeing the contractor's performance of services in accordance with the contract. 9. Miscellaneous This Agreement is solely for the benefit of the parties hereto and no other person shall have any right, claim, or interest in it. 10. Legal Compliance Both parties agree to comply with all applicable state, federal and local laws, rules and regulations in carrying out their respective obligations under this Agreement. 11. Entire Agreement This Agreement represents the entire agreement between Cottage Grove and Denmark and supersedes and cancels any and all prior agreements or proposals, written or oral, between the parties relating to the subject matter hereof. No amendments, addenda, alterations, or modifications to the terms and conditions of this Agreement shall be effective unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties have set forth their hands on the day and year first written above. CITY OF COTTAGE GROVE TOWN OF DENMARK By: Its Mayor Date By: Its City Administrator Date Its Town Chairperson Date UA Its Town Clerk- Treasurer Date 3 382575v2 TJCr DE325 -1 AGREEMENT TO OBTAIN STREET MAINTENANCE AND REPAIR SERVICES This Agreement is made this u day of 2013, by and between Denmark Township (hereinafter referred to as "Denmark ") and the City of Cottage Grove (hereinafter referred to as "Cottage Grove "). WHEREAS, it is the desire of the parties, and it is the purpose of this Agreement, that certain road - related services be performed or contracted for by Cottage Grove on behalf of Denmark. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, the above parties hereto agree as follows: 1. Term The term of this Agreement shall be from April 1, 2013 through April 1, 2014, and shall automatically renew for successive one -year terms until it is terminated as provided herein. 2. Services For the term of this Agreement, Cottage Grove shall provide Denmark with the following services in and on behalf of Denmark and at the direction of Denmark's Engineer: a. Cottage Grove will engage a contractor to perform sealcoating, crack sealing, and striping on those streets in Denmark identified by the Town's Engineer, in addition to the streets within Cottage Grove for which Cottage Grove is otherwise contracting ( "Services "). The City may identify and make available other street maintenance or repair services to Demmark, and such services received by Denmark shall constitute and be considered part of "Services" for the purposes of this Agreement. Each year during the term of this Agreement, Denmark shall, prior to January 1 notify Cottage Grove of its desire to obtain services pursuant to this Agreement and, by no later than February 1 Denmark shall provide Cottage Grove a plan for the specific sealcoating, crack sealing, and/or striping services Denmark is requesting in that year. b. Nothing herein shall require Cottage Grove to develop a contract for any particular Services to be provided in Denmark if Cottage Grove is not in need of those particular Services on its streets in the year. C. The purpose of this Agreement is to provide cost savings and efficiencies for the parties in the collective repair and maintenance of their streets. However, nothing herein shall prohibit either party from contracting for additional or different services, or prohibit Denmark from contracting directly for the provision of one or more Services as it deems appropriate. 3825750 TJG DE325 -50 3. Pa, ments Denmark shall pay for or directly provide the following with regard to the Services it receives: a. Denmark will reimburse Cottage Grove for the actual costs charged to Cottage Grove by its contractor for performing Services on Denmark streets. At its sole cost and expense, Demnark will provide an inspector to oversee the delivery of the Services occurring in Denmark over the term of this Agreement. Demnark must submit contract quantities to Cottage Grove prior to February 1 St for inclusion in the Cottage Grove contract for that year. Denmark agrees to reimburse Cottage Grove for the actual costs charged to Cottage Grove by its contractor for the requested Services. b. Denmark will pay Cottage Grove an engineering and administration fee of 6% for all Services performed in Denmark in a year as part of this Agreement. C. Denmark will pay all invoices within 45 days' after the invoice date. Cottage Grove shall include with its invoices copies of the contractor's claims showing the amount charged for the work performed and materials used in Denmark. 4. Termination This Agreement shall terminate as follows: a. Upon written notice delivered to the other party before January 1s which shall have the effect of terminating the Agreement for the upcoming year; or b. At any time, upon mutual agreement of the parties; or C. Upon at least 45 days' written notice of a material breach if the breaching party fails to come into compliance with the requirements of this Agreement by the end of the notice period. 5. Insurance Cottage Grove shall require its contractor(s) to provide insurance as specified below, and Denmark shall be named as an additional insured on such insurance: Comprehensive General Liability $1,000,000 per occurrence, $2,000,000 aggregate Auto Liability $1,200,000 per occurrence Workers compensation Statutory amount By December 1 st each year Cottage Grove shall provide, or require its contractors to provide, Denmark a copy of the certificates of insurance for each contractor providing services in Denmark. 382575v5 TJCTDE325 -50 6. Indemnification Cottage Grove agrees to defend, indemnify and hold harmless Denmark, and its officials, agents and employees from and against all claims, actions, damages, losses and expenses, including attorneys' fees, arising out of or resulting from Cottage Grove's performance of the duties required under this Agreement, provided that any such claim, action, damage, loss or expense is caused in whole or in part by an alleged negligent act, omission, or willful misconduct (including, but not limited to, a claimed breach of contract made by the contractor) of Cottage Grove. Cottage Grove agrees to require, as part of its contract with the contractor used to provide the Services, to include Denmark in the contractor's indemnification obligation under the contract. Denmark agrees to defend, indemnify and hold harmless Cottage Grove, and its officials, agents and employees from and against all claims, actions, damages, losses and expenses, including attorneys' fees, arising out of or resulting from Demnark's performance of the duties required of it under this Agreement, provided that any such claim, action, damage, loss or expense is caused in whole or in part by an alleged negligent act or omission or willful misconduct of Denmark. This provision shall not be construed as a waiver by either party of any defenses, immunities or limitations on liability to which they are entitled, under Minnesota Statutes, Chapter 466 or otherwise. 7. Service Contract This is a service contract. The parties do not intend to create, and nothing herein shall be construed as creating, a joint powers agreement, joint venture, or joint enterprise. However, to the extent a court of competent jurisdiction may find such a relationship exists, Cottage Grove and Denmark shall be considered a single governmental entity as provided in Minnesota Statutes, section 471.59, subdivision la for the purposes of determining total liability. The limits of liability for Cottage Grove and Denmark shall not be added together to determine the maximum amount of liability for either party or for any occurrence. 8. Contracting Procedure and Oversight Cottage Grove shall be solely responsible for letting the contracts for the services to be provided hereunder in accordance with all applicable laws, rules, and regulations. The bonds obtained from the contractor for the work shall include the work to be performed in Denmark. Cottage Grove shall, to the extent reasonably necessary, assist Denmark to draw upon the performance bond as needed to complete or correct any work the contractor fails to perform in Denmark in accordance with the contract. Denmark will be responsible for inspecting the work to be performed in Denmark, but Cottage Grove shall be responsible for generally overseeing the contractor's performance of services in accordance with the contract. Denmark will immediately notify Cottage Grove of any defects in the work or in the contractor's performance of services that Denmark may observe. 9. Miscellaneous This Agreement is solely for the benefit of the parties hereto and no other person shall have any right, claim, or interest in it. 10. Legal Compliance Both parties agree to comply with all applicable state, federal and local laws, rules and regulations in carrying out their respective obligations under this Agreement. 3 382575v5 TJG DE325 -50 11. Entire Agreement This Agreement represents the entire agreement between Cottage Grove and Denmark and supersedes and cancels any and all prior agreements or proposals, written or oral, between the parties relating to the subject matter hereof. No amendments, addenda, alterations, or modifications to the terms and conditions of this Agreement shall be effective unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties have set forth their hands on the day and year first written above. [Signature page follows] CITY OF COTTAGE GROVE By: Its Mayor Date By: Its City Administrator Date Lin Its Town Chairperson Date an Its Town Clerk- Treasurer Date 4 382575v5 TJG D$325 -50