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HomeMy WebLinkAboutItem 06.hMay 15, 2014 Item No. APPROVE JOINT POWERS AGREEMENTS WITH DAKOTA COUNTY FOR RIGHT-OF-WAY ACQUSITION ALONG DODD BOULEVARD AND 1KENWOOD TRAIL May 19, 2014 City Council Meeting Proposed Action Staff recommends adoption of the following motion: Move to approve Joint Powers Agreements with Dakota County for Right-of-way Acquisition along Dodd Boulevard CSAH from 1q4th Street to a.8 th Street Cit Project -o ; and Kenwood Trail CSAH o from Dodd Boulevard to 18 t e Str et.r.:.._ City Project i4-io. ....: Passage of this motion will establish City and County costs and responsibilities associated with right-of-way acquisition related to the future county road projects. Overview At its April 21, 2014 meeting, the City Council approved Joint Powers Agreements (JPAs) with Dakota County for right-of-way acquisition along Dodd Boulevard and Kenwood Trail. After the City Council's approval, Dakota County submitted new JPAs that included minor revisions to clarify the acquisition procedures. Because the initial JPAs were not approved by Dakota County, they are not adopted agreements; therefore the new JPAs are not amendments. The adopted 2014-2018 Capital Improvement Plan programs the reconstruction of Dodd Boulevard from 194th Street to 185th Street in 2018 and the reconstruction of Kenwood Trail from Dodd Boulevard to 185th Street in 2017. Right-of-way acquisition is required to construct the projects. If market conditions and available funding sources present a favorable opportunity for property acquisition prior to the project, the City will acquire the right-of-way for project purposes and be reimbursed the County's share of the costs. Primary Issues to Consider What will the City's share of the costs be? The City will be responsible for 45% of the costs associated with right-of-way acquisition. Financing to be provided from the Municipal State Aid Street Fund. Supporting Information Joint Powers Agreements (Contract Nos. C0025848 and C0025849) ZacJcihnso City l=n Financial Impact: $o Budgeted: N/A Source: Related Documents (CIP, FRP, etc.): 2014-2018 Capital Improvement Plan Dotes: Contract Na. C0025848 JOINT POWERS AGREEMENT DAKOTA COUNT, TRANSPORTATION `DEPARTMENT AGREEMENT FOR RIGHT OF WAY ACQUISITION BETWEEN THE COUNTY OF DAKOTA AND THE, CITY OF LAKEVILLE FOR COUNTY PiZO JECT NO. '9.36 LAKEVILLE PROJECT NCS. 13-0:9 FOR THE Acquisition of Right -Of -Way in anticipation of the construction of a four=lane.divided roadway along County State Aid Highway (CSAR) 9'(Dodd Boulevard) in the City of Lakeville, Dakota County. County Project No. 9<36 Contract No. 0025848 May 9, .2014 THIS AGREEMENT, made and entered into by and between the County of Dakota, referred to in this Agreement as "the County"; and the City of Lakeville, referred to in this Agreement as "the City"; and witnesses the following: WHEREAS, under Minnesota Statutes Sections 162.17, subd. 1 and 471.59, subd. 1, two or more governmental units may enter into an agreement to cooperatively exercise any power common to the contracting parties, and one of the participating governmental units may exercise its powers on behalf of the other governmental units; and WHEREAS, it is considered mutually desirable to;plan-for the reconstruction of CSAR 9 from south of CSAH 60 (185t' Street) to 194th Street as;a four lane divided roadway; and WHEREAS, funding has been programmed for the reconstruction of CSAR 9 in the County and City Capital Improvement Programs; and WHEREAS, based on the current adopted Capital Improvement Program, the County does not plan to acquire right-of=way along the corridor to support this project until 2017; and WHEREAS, it is considered mutually desirable for the 'City 'to acquire right-of-way along the corridor as opportunities arise to support this future project; and WHEREAS, the County and the City have determined real estate will be acquired in excess of what is needed for project purposes. NOW, THEREFORE, it is agreed that the City may acquire right-of-way for the project as opportunities arise and that the County and City will jointly participate in right-of-way acquisition costsassociatedwith such acquisitions as described in the following sections: 2 County Project No. 9-36 Contract No. C0025848 May 9, 2014 I. Right -of -Way, The City may acquire, from willing sellers, parcels mutually agreed upon .by the parties to be total acquisitions necessary for permanent highway right-of-way for the project. The costs related to acquiring the parcels, including (but not limited to) appraisals, legal fees and demolition, shall be mutually agrees{ upon 'by the parties' Authorized Representatives prior to closing and shared in the amount of 55%: by the County and 45% by the City. The purchase price for each .parcel shall be supported by an appraisal by a licensed appraiser, mutually agreed to by the parties, unless both parties agree that a delay caused by obtaining an appraisal may jeopardize the opportunity to acquire a parcel below its current estimated market value as determined by the County Assessor' Office. 2. Conveyance .of Easements. The City :shall. ;convey to the :County, at no :cost., :before construction of the project begins, :all necessary permanent highway .and temporary easements, on forms approved by the County Attorney's Office, for project purposes on the real estate acquired by the City pursuant to this Agreement. 3. Conveyance of Surplus Land. The 2real estate =acquired by the City in :excess of what is needed. for pry ject purposes may be conveyed by the .City, without compensation at that time, for economic development purposes. if the City conveys the surplus land.to a third party prior to construction of.the project, any additional right-of-way (permanent or temporary) needed for the project on the property will be :acquired at the sole cost of 'the City, and the :City shall :reimburse the,County for all its costs associated with acquiring ;the additional right-of-way on the property. Within 60:days after'the City transfers title for development of an area,of surplus land, the City shall pay the County 55 percent cif the saie;;Price or thencurrent market value as determined by appraisal, whichever is greater. The City is responsible for coordinating 3 County Project No. 9-36 Contract No. C0025848 May 9, 2014 reconveyance appraisals by licensed appraisers, mutually agreed to by the parties. When the City and County estimate that a remnant parcel is valued under $10,000, no formal appraisal is required. Minimum damage reports on parcels valued under $10,000 will be prepared by the County. When an appraisal is required, the Uncomplicated Acquisition Appraisal process shall be used. Appraisals onproperties are made to estimate the current market value as provided in Minnesota Statutes Section 161 A3 and Section 161.44. Valuation estimates will consider the highest and best use of a parcel giving consideration to size and shape, access to public roads, availability of utilities, existing zoning, setback requirements, number of abutting owners and other pertinentfactors that may influence the highest and best use. Costs the City pays for closing, state and county transfer'tax, stamps or other fees required for property sale and transfer, including those for title search, preparing conveyance instruments, notary fees, preparing surveys and plats, recording fees, appraisal fees., and general maintenance shall be deducted from the 55 percent reimbursement costs from the City''to the County. 4. Payment. For these opportunity acquisitions, the City will act as the paying agent for the costs of acquiring the required highway. right of way. The City, in turn, will invoice the County for the County's share of the eligible acquisition costs. Upon presentation of an°itemized •claim `by the-Cityto4he'County; the County shall reimburse`the'City for its share ofthe-costs incurred :under `this Agreemeni Within `45 days from 'the presentation of the claim, subject to :the availability of funds in the Transportation Lapital Improvement Program (C1P)-budget. If any portion of :an eternized :claim is questioned by the County, `the remainder of the. claim shall be Promptly paid, apd:,accompanied by a written explanation of`the,amounts in question. 'Payment of any amounts in dispute will be made following good Jaith 'negotiation and documentation of Factual ,costs ;incurred in carrying out the work. Is County Project No. 9-36 Contract No. 00025848 May 9, 2014 5. Authorized Representatives. The following :named persons are designated the authorized representatives of the parties for purposes of.this.Agreement. These persons have authority to administer this Agreement, except that the authorized representative shall have only the authority specifically or generally granted by their respective governing board or council. Notice 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: TO THE COUNTY: Dakota County Mark Krebsbach County Engineer" 14955Galaxie Avenue Apple Valley, MN 55124 TO THE CITY: City of Lakeville Steven C.'Mielke City Administrator 20195 Holyoke Ave. L:akeville,':lt/IN 55044 In addition, notification to the County regarding termination of this Agreement by the other party shall be provided to the Office of the Dakota County Attorney, 1560 Highway 55, Hastings, Minnesota 550.33. 6. Termination. This Agreement shall be superseded and terminated by the ;joint ;power agreement between the parties for the design, right of way acquisition and construction of the project. In addition, elther party may terminate this Agreement by giving thirty (30) days' written notice of its intent to terminate to :the other party. Notice ofTerm nation shall 'be made by certified mail or personal delivery to the authorized representative of the other party. Termination of this Agreement shall not discharge any liability, responsibility or right of :any :5 County Project No, 9-36 Contract No. CO025848 May 9, 2014 party, which arises from the performance of or failure to adequately :perform the terms of this Agreement prior to the effective date of termination, including the obligation to share costs agreed to prior to the effective date of termination. 7. Amendments. Any amendments to this Agreement will be effective only after approval by both governing bodies and execution of a written amendment document by duly authorized officials of each body. S. Effective Date. This Agreement will :be effective upon execution by duly authorized officials of each governing body. 9. Indemnification. The County agrees to defend, indemnify, and hold harmless the City against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement and caused by or resulting from negligent acts or omissions of the County and/or those of County employees or agents. The City agrees to defend, indemnify, and hold harmless the County against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement for which the City is responsible and caused by or resulting from negligent acts or omissions of the City and/or those of City employees or agents, if applicable. All parties to this agreement recognize that liability for any claims arising under this agreement are subject to the provisions of the Minnesota'` Municipal Tort Claims Law; Minnesota Statutes, Chapter 466. In the event of any 'claims or actions filed against either party, nothing in this agreement shall be construed''to allow a claimant to obtain separate judgments or<separate liability caps from 'the individual parties. R* County Project No. 9-36 Contract No. 00025848 May 9, 2014 10. Independent Contractor Status. Nothing in this agreement is intended to or should be construed as creating the relationship of a partnership, joint venture or employer-employee relationship between the parties. Officers, employees or agents of one party shall not be considered officers, employers or agents of the other party, in connection with activities performed pursuant to this agreement. 11. Audits. Pursuant to Minnesota Statutes Sec 16 C. 05, Subd. 5, any books, records, documents, and accounting procedures and practices of the City and the County relevant to the. Agreement are subject to examination by the County or the City and either the Legislative Auditor or the State Auditor as appropriate. The City and County agree to maintain these records for.a period of six years from the date of performance of all services covered under this agreement. 12 Integration and '.Continuing Effect. The entire and integrated ,agreement of the .parties contained in this Agreement shall supersede all prior negotiations, representations or agreements between the City and the County regarding the project; whether written or oral. N:1HrghwayOGRMFNT1201419-36 Lakeville :G0025848.doc 7 County Project No, 9-36 Contract No. C0025848 May 9, 2014 IN WITNESS THEREOF, the parties have caused this agreement to:be executed by their duly authorized officials. RECOMMENDED FOR APPROVAL: City Engineer .RECOMMENDED FORAPPROVAL: County Engineer COUNTY BOARD RESOLUTION: No. 14- . Date. CITY OF LAKEVILLE .By Mayor (SEAL) By :City Clerk 9 Date ,APPROVED AS TO FORM: Assistant County Attorney / Date KS -2014-147 IN County Administrator Date: Contract No. C002584.9 Acquisition of Right -O€ -Way in anticipation of the construction of;a four -lane divided roadway along County Stat: Aid Highway (CSAR) 50 (Kenwood Trail) in the City of..Lakevillo, Dakota County. County Project No. 50-19 Contract No. C0025849 May 14, 2014 THIS AGREEMENT, made and entered into by and between the County of Dakota, referred to in this Agreement as "the County"; and the City of Lakeville, referred to in this Agreement as "the City" and witnesses the following: WHEREAS, under Minnesota Statutes Sections 162.17, subd. 1 and 471.59, subd. 1, two or more governmental units may enter into an agreementto cooperatively exercise any power common to the contracting parties, and one of the participating governmental units may exercise its powers on behalf of the other governmental units; and WHEREAS, it is considered mutually desirable to<plan for`the reconstruction of CSAH 50 from south of'CSAH 60 (185' Street) to CSAH "9 (Dodd` Rou`levard),:as a four lane divided roadway; and WHEREAS, funding has been programmed for the :reconstruction of CSAH 50 in the County and City Capital Improvement Programs; and WHEREAS, based on the current adopted Capital Improvement Program, the County does not plan to acquire right-of-way along the corridor to :support this project until 2017; and WHEREAS, it is considered mutually desirable 'for the City :to acquire right-of-way along the corridor as opportunities arise to support this future project; :and WHEREAS, the County and the City have determined real estate will be acquired in excess of what is --needed for project purposes. NOW, THEREFORE, it is agreed that the City may acquire right-of-way for the project as opportunities arise and that the County and City will jointly participate in right-of-way acquisition costs associated with such acquisitions as described in the following sections: 4 County Project No. 50-19 Contract No. C0025849 May 14, 2014 1. Right -of -Way, The City may acquire, from willing sellers, parcels mutually_ agreed upon by the parties to be total acquisitions necessary for permanent highway right-of-way for the project. The costs related to acquiring the parcels, including (but not limited to) appraisals, legal 'fees and demolition, shall be mutually agreed upon by the parties' Authorized Representatives prior to closing and shared in the amount of 55% by the County and 45'% by the City. The purchase price for each parcel shall be supported by an appraisal by a licensed appraiser, mutually agreed to by the parties, unless both parties agree that a .delay caused by obtaining an appraisal may jeopardize the opportunity to acquire a :parcel below its current estimated market value as determined by the County Assessor' Office. 2. Conveyance of Easements. The City -shall convey to the, County, at no cost,, before construction of the project begins., all necessary ;permanent highway and temporary easements, on forms approved by the County Attorney's Office, for project purposes on the real estate acquired by the City pursuant to this Agreement. 3. Conveyance of Surplus .Land. The real estate acquired by the City:Jn excess of what is needed for::project„.purposes may be nconveyed :by the City, without compensation at that time, for economic: development purposes. If :the City conveys:the surplus land to a third party:prior to construction of the: project, any,:additionaI right-of=way (permanent or temporary) needed for the project on the property will be acquired at the ;:sole cost of the City, ,and the City -shall reimburse the County for .all its costs associated ,with acquiring the additional right cif::way on the property. Within 6g days after; the ,City transfers title for development of an area of surplus land, the City shall pay the County 55 percent iof the: sale .price or then current market ,value as determined by appraisal, whichever is greater. The City is responsible for coordinating 3 County Project No. 50-19 Contract No. C0025849 May 14, 2014 reconveyance appraisals by licensed appraisers, mutually agreed to by the parties. When the City and County estimate that a remnant parcel is valued under $10,000, no formal appraisal is required. Minimum damage reports on parcels valued under $10,000 will .be prepared by the County. When an appraisal is required, the Uncomplicated Acquisition Appraisal process shall be used. Appraisals on properties are made to estimate .the current market value as provided in Minnesota Statutes Section 161.43 and Section 101.44. Valuation estimates will consider the highest and best use of a parcel giving consideration to size and shape, access to public roads, availability of utilities, existing.zoning, :setback requirements, number of abutting owners and other pertinent factors :that may influence the tiighe.st and .:best use. Costs the City pays for closing, state and county transfer tax, stamps or other fees required for property sale and transfer, including those for title search, preparing conveyance instruments, notary fees, preparing surveys and plats, recording fees, appraisal'fees, and general maintenance :shall be ,deducted from the 55 percent reimbursement costs from the CRYto the County. 4. Payment. For these opportunity acquisitions, tate City will act.as the. paying agent for the costs of acquiring the required highway right of way. The City, in turn, will invoice the County for=the County's °share of the eligible acquisition costs. Upon presentation of an itemized claim by the City'to the County, the County shall reimburse the City for its share of the costs', incurred under this Agreement Within 45 'days 'from the Presentation :of the claim, subject to the availability of funds in 'the'Transportation Capital Improvement Program (CIP) budget. If any portion of an ;item ized claim is questioned by°the County,'the remainder rif'the clairrt<shall be promptly.paid, °and -accompanied by a written explanation of'`the amountsin%question. Payment of any amounts in dispute will be made following good faith negotiation and documentation of actual costs incurred in carrying out the work. El County Project No. 50-19 Contract No. C0025849 May 14, 2014 5. Authorized Representatives. The following named persons are :designated the authorized representatives of the partiesfor purposes of this Agreement. These persons have authority to administer this Agreement, except that the authorized representative shall have only the authority specifically or generally granted by their respective governing board or council. Notice 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: TO THE COUNTY: Dakota County Mark; Krebsbach County Engineer 14955 Galaxie Avenue Apple' .alley, `MN 55124 TO THE CITY: Cite of Lakeville Steven C.'Mielke City Administrator 20195 -Holyoke Ave. Lakeville, 'MN 55044 In addition, notification to the County regarding termination of this Agreement by the other party shall be provided to the Office of the Dakota County Attorney, 1.560 Highway 55, Hastings, 'Minnesota 55033. 6. Termination.. This Agreement shall be superseded and terminated by the joint .power agreement between the parties for theAesign, right of way acquisition and construction, of the project. in addition, either ;panty may terminate this Agreement by ::giving thirty (3.0) days' written notice of its intent to terminateto the other party. Notice of Termination shall;: be made by certified mail or personal delivery to the authorized representative of the other party. Termination of this Agreement shall not discharge any .liability, responsibility or eight of any .5 County Project No. 50-19 Contract No. C0025849 May 14, 2014 party, which arises from theperformanceof or failure to adequately perform the:terms of this Agreement prior to the effective date of termination, including the obligation to share costs agreed to prior to the effective date of termination. 7. Amendments. Any amendments to this Agreement will: be neffective only after approval by both governing bodies and execution of :a written amendment document by duly authorized officials of each body. 8. Effective Date. This Agreement will be effective upon execution by duly authorized officials of each governing body. 9. Indemnification. The County agrees to defend, indemnify, and hold harmless the City against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement and caused by or resulting from negligent acts or omissions of the County and/or those of County employees or agents. The City agrees to defend, indemnify, and hold harmless the County against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement for which the City is responsible and caused by or resulting from negligent acts or omissions of the City and/or those of City employees or agents, if applicable. All parties to this agreement recognize that liability for any claims arising under this agreement are, subject to °the provisions of the Minnesota 'Municipal Tort 'Claims Law; Minnesota Statutes, 'Chapter 466. In the eventof :any claims 'or actions "filed against either party, nothing in this agreement shall be construed to allow a claimant to obtain separate judgments or'separate 'liabillty:caps from`the individual parties. [* County Project No. 50-19 Contract No. C0025849 May 14, 2014 10. Independent Contractor Status. Nothing in this agreement is intended to or should be construed as creating the relationship of a partnership, joint venture or employer-employee relationship between the parties. Officers, employees or agents of one party shall not be considered officers, employers or agents of the other party, in connection with activities performed pursuant to this agreement. 11. Audits. Pursuant to Minnesota Statutes Sec 16 C. 05, Subd. 5, any books, records, documents, and accounting procedures and practices of the City and the County ,relevant to the Agreement are subject to examination by the County or the City and either the Legislative Auditor or the State Auditor ;as appropriate. The City and County agree to maintain these records for a period of six years from the date of performance of ail services covered .under this agreement. 12. Integration and Continuing Effect. The entire and integrated agreement of the parties contained in `'this Agreement shall supersede all prior negotiations, -representations ;or agreements between the City and the County regarding the project, whether written or oral. N: HighwayA:GRMENTi201419-36 Lakeville C0025848,doc 7 County Project No. 50-19 Contract No. C0025849 May 14, 2014 IN WITNESS THEREOF, the parties have caused this agreement tb`be executed by their duly authorized officials. CITY OF LAKEVILLE RECOMMENDED FOR APPROVAL: By City Engineer Mayor (SEAL) .By. Date 'RECOMMENDED FOR APPROVAL, County' Engineer COUNTY BOARD RESOLUTION: No: 14- Date: M APPROVED AS TO FORM: Assistant County Attorney / Date KS -2014-147 By: County Administrator Date-, Contract No. C0025848 JOINT POWERS AGREEMENT DAKOTA COUNTY TRANSPORTATION DEPARTMENT AGREEMENT FOR RIGHT OF WAY ACQUISITION BETWEEN THE COUNTY OF DAKOTA AND THE CITY OF LAKEVILLE FOR COUNTY PROJECT NO. 9-36 LAKEVILLE PROJECT NO. 13-09 FOR THE Acquisition of Right -Of -Way in anticipation of the construction of a four -lane divided roadway along County State Aid Highway (CSAH) 9 (Dodd Boulevard) in the City of Lakeville, Dakota County. County Project No. 9-36 Contract No. C0025848 May 9, 2014 THIS AGREEMENT, made and entered into by and between the County of Dakota, referred to in this Agreement as "the County"; and the City of Lakeville, referred to in this Agreement as "the City"; and witnesses the following: WHEREAS, under Minnesota Statutes Sections 162.17, subd. 1 and 471.59, subd. 1, two or more governmental units may enter into an agreement to cooperatively exercise any power common to the contracting parties, and one of the participating governmental units may exercise its powers on behalf of the other governmental units; and WHEREAS, it is considered mutually desirable to plan for the reconstruction of CSAH 9 from south of CSAH 60 (185th Street) to 194th Street as a four lane divided roadway; and WHEREAS, funding has been programmed for the reconstruction of CSAH 9 in the County and City Capital Improvement Programs; and WHEREAS, based on the current adopted Capital Improvement Program, the County does not plan to acquire right-of-way along the corridor to support this project until 2017; and WHEREAS, it is considered mutually desirable for the City to acquire right-of-way along the corridor as opportunities arise to support this future project; and WHEREAS, the County and the City have determined real estate will be acquired in excess of what is needed for project purposes. NOW, THEREFORE, it is agreed that the City may acquire right-of-way for the project as opportunities arise and that the County and City will jointly participate in right-of-way acquisition costs associated with such acquisitions as described in the following sections: oil County Project No. 9-36 Contract No. C0025848 May 9, 2014 1. Right -of -Way. The City may acquire, from willing sellers, parcels mutually agreed upon by the parties to be total acquisitions necessary for permanent highway right-of-way for the project. The costs related to acquiring he parcels, including (but not limited to) appraisals, legal fees and demolition, shall be mutually agreed upon by the parties' Authorized Representatives prior to closing and shared in the amount of 55% by the County and 45% by the City. The purchase price for each parcel shall be supported by an appraisal by a licensed appraiser, mutually agreed to by the parties, unless both parties agree that a delay caused by obtaining an appraisal may ieopardize the opportunity to acquire a parcel below its current estimated market value as determined by the County Assessor' Office. 2. Conveyance of Easements. The City shall convey to the County, at no cost, before construction of the project begins, all necessary permanent highway and temporary easements, on forms approved by the County Attorney's Office, for project purposes on the real estate acquired by the City pursuant to this Agreement. 3. Conveyance of Surplus Land. The real estate acquired by the City in excess of what is needed for project purposes may be conveyed by the City, without compensation at that time, for economic development purposes. If the City conveys the surplus land to a third party prior to construction of the project, any additional right-of-way (permanent or temporary) needed for the project on the property will be acquired at the sole cost of the City, and the City shall reimburse the County for all its costs associated with acquiring the additional richt-of-way on the property. Within 60 days after the City transfers title for development of an area of surplus land, the City shall pay the County 55 percent of the sale price or then current market value as determined by appraisal, whichever is greater. The City is responsible for coordinating 3 County Project No. 9-36 Contract No. C0025848 May 9, 2014 reconveyance appraisals by licensed appraisers, mutually agreed to by the parties. When the City and County estimate that a remnant parcel is valued under $10,000, no formal appraisal is required. Minimum damage reports on parcels valued under $10,000 will be prepared by the County. When an appraisal is required, the Uncomplicated Acquisition Appraisal process shall be used. Appraisals on properties are made to estimate the current market value as provided in Minnesota Statutes Section 161.43 and Section 161.44. Valuation estimates will consider the highest and best use of a parcel giving consideration to size and shape, access to public roads, availability of utilities, existing zoning, setback requirements, number of abutting owners and other pertinent factors that may influence the highest and best use. Costs the City pays for closing, state and county transfer tax, stamps or other fees required for property sale and transfer, including those for title search, preparing conveyance instruments, notary fees, preparing surveys and plats, recording fees, appraisal fees, and general maintenance shall be deducted from the 55 percent reimbursement costs from the City to the County. 4. Payment. For these opportunity acquisitions, the City will act as the paying agent for the costs of acquiring the required highway right of way. The City, in turn, will invoice the County for the County's share of the eligible acquisition costs. Upon presentation of an itemized claim by the City to the County, the County shall reimburse the City for its share of the costs incurred under this Agreement within 30--45 days from the presentation of the claim, subject to the availability of funds in the Transportation Capital Improvement Program (CIP) budget. If any portion of an itemized claim is questioned by the County, the remainder of the claim shall be promptly paid, and accompanied by a written explanation of the amounts in question. Payment of any amounts in dispute will be made following good faith negotiation and documentation of actual costs incurred in carrying out the work. M County Project No. 9-36 Contract No. C0025848 May 9, 2014 5. Authorized Representatives. The following named persons are designated the authorized representatives of the parties for purposes of this Agreement. These persons have authority to administer this Agreement, except that the authorized representative shall have only the authority specifically or generally granted by their respective governing board or council. Notice 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: TO THE COUNTY: Dakota County Mark Krebsbach County Engineer 14955 Galaxie Avenue Apple Valley, MN 55124 TO THE CITY: City of Lakeville Steven C. Mielke City Administrator 20195 Holyoke Ave. Lakeville, MN 55044 In addition, notification to the County regarding termination of this Agreement by the other Party shall be provided to the Office of the Dakota County Attorney, 1560 Highway 55, Hastings, Minnesota 55033. 6. Termination. This Aareement shall be superseded and terminated by the ioint power agreement between the parties for the design, right of way acquisition and construction of the project. In addition, either party may terminate this Agreement by giving thirty (30) days' written notice of its intent to terminate to the other party. Notice of Termination shall be made by certified mail or personal delivery to the authorized representative of the other party. 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, including the obligation to share costs agreed to prior to the effective date of termination. County Project No. 9-36 Contract No. C0025848 May 9, 2014 7. Amendments. Any amendments to this Agreement will be effective only after approval by both governing bodies and execution of a written amendment document by duly authorized officials of each body. 8. Effective Dates. This Agreement will be effective upon execution by duly authorized officials of each governing body and shall Gentinue in effeGt unto! all weFk to be GaFFied out !14 event well thin AgFeement nentin„e in effect fte�no her Per31, 4- 20-1r until all Fight of Way 9. Indemnification. The County agrees to defend, indemnify, and hold harmless the City against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement and caused by or resulting from negligent acts or omissions of the County and/or those of County employees or agents. The City agrees to defend, indemnify, and hold harmless the County against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement for which the City is responsible_, innluding future and caused by or resulting from negligent acts or omissions of the City and/or those of City employees or agents, if applicable. All parties to this agreement recognize that liability for any claims arising under this agreement are subject to the provisions of the Minnesota Municipal Tort Claims Law; Minnesota Statutes, Chapter 466. In the event of any claims or actions filed against either party, nothing in this agreement shall be construed to allow a claimant to obtain separate judgments or separate liability caps from the individual parties. [:1 County Project No. 9-36 Contract No. C0025848 May 9, 2014 10. Independent Contractor Status. Nothing in this agreement is intended to or should be construed as creating the relationship of a partnership, joint venture or employer-employee relationship between the parties. Officers, employees or agents of one party shall not be considered officers, employers or agents of the other party, in connection with activities performed pursuant to this agreement. 11. Audits. Pursuant to Minnesota Statutes Sec 16 C. 05, Subd. 5, any books, records, documents, and accounting procedures and practices of the City and the County relevant to the Agreement are subject to examination by the County or the City and either the Legislative Auditor or the State Auditor as appropriate. The City and County agree to maintain these records for a period of six years from the date of performance of all services covered under this agreement. 12. Integration and Continuing Effect. The entire and integrated agreement of the parties contained in this Agreement shall supersede all prior negotiations, representations or agreements between the City and the County regarding the project; whether written or oral. Alt 7 County Project No. 9-36 Contract No. C0025848 May 9, 2014 N:IHlghwaylAGRMENT1201419-36 Lakeville C0025848.doc County Project No. 9-36 Contract No. C0025848 May 9, 2014 IN WITNESS THEREOF, the parties have caused this agreement to be executed by their duly authorized officials. RECOMMENDED FOR APPROVAL: City Engineer RECOMMENDED FOR APPROVAL: County Engineer COUNTY BOARD RESOLUTION: No: 14- Date: CITY OF LAKEVILLE By Mayor (SEAL) By City Clerk Date DAKOTA COUNTY 9 APPROVED AS TO FORM: Assistant County Attorney / Date KS- -2014-147 By: County Administrator Date: