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HomeMy WebLinkAboutItem 06.o Date: April 16, 2018 Item No. GRANT AGREEMENTS WITH DAKOTA COUNTY FOR AQUATIC INVASIVE SPECIES AID Proposed Action Staff recommends adoption of the following motion: Move to approve Grant Agreements with Dakota County for Aquatic Invasive Species Aid for 2018 prevention activities. Overview Dakota County’s Aquatic Invasive Species (AIS) Grant Program provides funding to assist local AIS prevention activities. The City successfully secured $21,890 in funding for 2018 for the following AIS prevention activities: • Kingsley Lake: Yellow iris treatment (2 acres) • Lake Marion: Curly-leaf pondweed treatment (10 acres); Level 1 watercraft inspections (Casperson Park Boat Launch); AIS monitoring • Orchard Lake: Curly-leaf pondweed treatment (10 acres); Level 1 watercraft inspections (Orchard Lake Public Water Access); AIS monitoring Primary Issues to Consider • The Agreements establish County and City project responsibilities and cost participation. The City is eligible for reimbursement in 2018 for 50% of the prevention activities costs. The City’s estimated total cost is $43,780; the City’s estimated net cost (after reimbursement) is $21,890. The City’s anticipated funding source is the Utility Fund – Environmental Resources. Supporting Information • Grant Agreements (Contract Nos. C0030145, C0030178, C0030227 and C0030230). Exhibit A (Dakota County Aquatic Invasive Species Plan 2017-2020), Exhibit B (Dakota County AIS Grant Program), Exhibit C (City Proposals) and Exhibit D (Insurance Terms) for the Agreements are available for review in the Engineering Division. Financial Impact: $21,890 Budgeted: Y☒ N☐ Source: Utility Fund – Env. Res. Related Documents: Envision Lakeville Community Values: Access to a Multitude of Natural Amenities and Recreational Opportunities Report Completed by: Kelly Hunt, Environmental Resources Technician Dakota County Contract C0030145 AQUATIC INVASIVE SPECIES AID GRANT AGREEMENT This Grant Agreement (Agreement) is made and entered into by and between the County of Dakota, acting through its Environmental Resources Department (County) and the City of Lakeville (Grantee). Recitals WHEREAS, under Minn. Stat. Ch. 373.01 the County is empowered to enter into this Agreement; WHEREAS, the County has received an appropriation from the State of Minnesota for Aquatic Invasive Species Prevention Aid; WHEREAS, pursuant to Minnesota Statute Section 477A.19, the County has authority to coordinate programs to manage and prevent the growth of aquatic invasive species with local units of government, soil and water conservation districts, watershed districts, or lake associations, in the county; WHEREAS, and the City of Lakeville has proposed an inspection program at Lake Marion and Orchard Lake in Dakota County (Services). WHEREAS, the County intends to hire WaterGuards, LLC (Contractor) for watercraft inspections at the Lake Marion and Orchard Lake public boat launches utilizing aquatic invasive species prevention aid allocated to the City of Lakeville WHEREAS, the City of Lakeville has proposed to provide 50% matching funds to Dakota County to support the proposed inspection program at the Lake Marion and Orchard Lake public boat launches. WHEREAS, the City will reimburse the County in an amount not to exceed $8,840.00 as matching funds for watercraft inspections performed at Lake Marion and Orchard Lake boat launches; NOW THEREFORE, in reliance on the above statements and in consideration of the mutual promises and covenants contained in this Agreement, the County and the Grantee agree as follows: AGREEMENT 1. Parties: The parties to this Agreement are the County and Grantee, collectively referred to as the “Parties”. 2. Effective Date and Term: Notwithstanding the dates of signatures of the Parties to this Agreement, the effective date of this Agreement is from April 1, 2018 through December 31, 2018, or until completion by the Parties of their respective obligations under this Agreement, whichever occurs first, unless earlier terminated by law or according to the provisions of this Agreement. 3. Purpose. The purpose of this Agreement is to create an arrangement between the City and County in which Dakota County AIS Prevention Aid will partially fund Aquatic Invasive Species inspection activities. 4. Grantee Obligations A. City shall provide a funding match, described as a minimum 50% cash contribution to create a collaborative effort with the County in order to increase watercraft inspections at the Lake Dakota County Contract C0030145 Marion and Orchard Lake public boat launches, according to the County’s Aquatic Invasive Species Plan, attached hereto and incorporated by reference herein as Exhibit A, The County Aquatic Invasive Species Grant Program attached and incorporated by reference as Exhibit B, and the City’s Proposal, attached hereto and incorporated by reference herein as Exhibit C. If there are any inconsistencies between this Agreement and Exhibits A or B, the priority of documents shall be as follows: 1) this Agreement; 2) the County’s Aquatic Invasive Species Plan (Exhibit A); 3) the County’s Aquatic Invasive Species Grant Program (Exhibit B); 4) the Grantee’s Proposal (Exhibit C). B. Publicity: City shall acknowledge funding or services provided by the County in any promotional materials, signage, reports, publications, notices, or presentations related to activities conducted under this Agreement. This section shall survive the expiration or termination of this Agreement. C. Right of Ingress and Egress. During the term of this Agreement, County, its employees, agents, or both, shall have the right of ingress and egress to City’s property for purposes connected with the delivery of Services under this Agreement, or the performance of any obligations required by this Agreement. 5. Reimbursement to the County The County will submit a claim for reimbursement from the City for expenditures incurred in connection with the performance of activities that are eligible for reimbursement in accordance with this Agreement. Reimbursements will not be requested for any expenditures incurred prior to or after the effective date of this Agreement. The County will supply the City invoices from Contractor along with a request for reimbursement within 45 calendar days of the County’s receipt of aforementioned invoices. The County must receive all reimbursement payments from the City by December 15, 2018. The County and City must certify that the requested reimbursement amounts and types are accurate, appropriate and eligible in accordance with the Dakota County Aquatic Invasive Species Plan attached hereto and incorporated by reference to this Agreement as Exhibit A. City understands and agrees that payments by the County to the Contractor under this Agreement are dependent upon payments to the County from the State, through the Department of Revenue. The Parties agree that payment to the County from the State is a condition precedent of this Agreement and if payment from the State is not obtained or continued or is decreased by any amount the County may reduce or terminate this Agreement by giving Grantee 30 days’ notice. If the Agreement is terminated due to lack of funding from the State, City shall only be required to reimburse the County for the amount of expenses incurred up to the date of termination. If payment from the State to the County is decreased, the Parties may negotiate a decrease in the amount of Services provided in the Agreement. The City agrees that the County’s decision not to terminate shall be sufficient consideration for any modification of the Agreement. Dakota County Contract C0030145 6. Authorized Representatives: The following named persons are designated as 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, except that the Authorized Representatives shall have only the authority specifically granted by their respective governing boards. Notice required to be provided pursuant this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification to this Agreement. In addition, notification to the County or the Grantee regarding termination of this Agreement by the other party shall be provided to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55, Hastings, MN 55033. The Parties shall provide written notification to each other of any change to the Authorized Representative. Such written notification shall be effective to change the designated liaison under this Agreement, without necessitating an amendment of this Agreement. 7. Indemnification and Insurance: Each party to this Agreement shall be liable for the acts or omissions of its officers, directors, employees or agents and the results thereof to the fullest extent authorized by law and shall not be responsible for the acts of the other party, its officers, directors, employees or agents. It is understood and agreed that the provisions of the Municipal Tort Claims Act, Minn. Stat. Ch. 466, and other applicable laws govern liability arising from the Parties’ acts or omissions. In the event of any claims or actions asserted or 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. In order to insure a unified defense against any third-party liability claims arising from work of the Project, Grantee agrees to require all contractors or subcontractors hired to do any work on the Project to maintain commercial general liability insurance in the amounts consistent with the minimum limits of coverage established by Minn. Stat. § 466.04 during the terms of the Project. Each Party warrants that they are able to comply with the indemnity requirements through an insurance company, the League of Minnesota Cities Insurance Trust, or self-insurance program and that each has minimum coverage consistent with the liability limits contained in Minn. Stat. Ch. 466. 8. Government Data Practices: All data collected, created, received, maintained, or disseminated for any purpose by the activities of the Parties because of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as amended, the Minnesota Rules implementing such Act now in force or as adopted, as well as Federal regulations on data privacy, including but not limited to the Health Insurance Portability and Accountability Act (HIPPA) where it applies. The Parties agrees to abide by these statutes, rules and regulations and as the same may be amended from time to time. The County’s Authorized Representative is: Georg T. Fischer or successor, Director Environmental Resources Department 14955 Galaxie Avenue Apple Valley MN 55124 Telephone: 952-891-7554 Email: Georg.fischer@co.dakota.mn.us The Grantee’s Authorized Representative is: Justin Miller, City Administrator Lakeville City Hall 20195 Holyoke Avenue Lakeville, MN 55044 Telephone: 952-985-4410 Email: danderson@lakevillemn.gov Dakota County Contract C0030145 9. Assignment, Amendments, Waiver and Complete Agreement. A. Assignment. The City may neither assign nor transfer any rights or obligations under this Agreement without the prior consent of the County and a fully executed assignment agreement, executed by the Parties. B. Amendments. Any amendment to this Agreement must be in writing and executed by the County and the Grantee. C. Waiver. If the County fails to enforce any provision of this Agreement, that failure shall not result in a waiver of the right to enforce the same or another provision of this Agreement. D. Agreement Complete. This Agreement and exhibits contain all negotiations and agreements between the County and the Grantee. No other understanding regarding this Agreement, whether written or oral may be used to bind either party. 10. Audit. The Parties shall maintain books, records, documents and other evidence pertaining to the costs or expenses associated with the work performed pursuant to this Agreement. Upon request the Parties shall allow the Legislative Auditor or the State Auditor to inspect, audit, copy or abstract all of the books, records, papers or other documents relevant to this Agreement. The Parties shall use generally accepted accounting principles in the maintenance of such books and records, and shall retain all of such books, records, documents and other evidence for a period of six (6) years from the date of the completion of the activities funded by this Agreement. 11. Relationship of the Parties. Nothing contained in this Agreement is intended or should be construed as creating or establishing the relationship of co-partners or joint ventures between the County and the City, nor shall the County be considered or deemed to be an agent, representative or employee of the City in the performance of this Agreement. Personnel of the City or other persons while engaging in the performance of this Agreement shall not be considered employees of the County and shall not be entitled to any compensation, rights or benefits of any kind whatsoever. 12. Governing Law, Jurisdiction and Venue. Minnesota law, without regard to its choice-of-law provisions, governs this Agreement. Venue for all legal proceedings arising out of this Agreement or its breach, must be with the appropriate state court with competent jurisdiction in Dakota County. 13. Nondiscrimination. The Parties agree to comply with all applicable laws relating to nondiscrimination and affirmative action. In particular, the Parties agree not to discriminate against any employee, applicant for employment, or participant in this Agreement because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation, or age; and further agrees to take action to ensure that applicants and employees are treated equally with respect to all aspects of employment, including selection for training, rates of pay, and other forms of compensation. 14. Compliance with the Law. The County agrees to conduct its work under this Agreement in compliance with all applicable provisions of federal, state, and local laws, ordinances, or regulations. The County is responsible for obtaining and complying with all federal, state, or local permits, licenses, and authorizations necessary for performing the work. Dakota County Contract C0030145 15. Default and Remedies. A. Events of Default. The following shall, unless waived in writing by the County, constitute an event of default under this Agreement: If the City fails to fully comply with any material provision, term, or condition contained in this Agreement. B. Notice of Event of Default and Opportunity to Cure. Upon the County's giving the City written notice of an event of default, the City shall have thirty (30) calendar days in which to cure such event of default, or such longer period of time as may be reasonably necessary so long as the City is using its best efforts to cure and is making reasonable progress in curing such events of default (the “Cure Period”). In no event shall the Cure Period for any event of default exceed two (2) months. Within ten (10) calendar days after receipt of notice of an event of default, the City shall propose in writing the actions that the City proposes to take and the schedule required to cure the event of default. C. Remedies. Upon the City’s failure to cure an event of default within the Cure Period, the County may enforce any or all of the following remedies, as applicable: (1) The County may seek full repayment of the grant monies paid for Services. (2) The County may enforce any additional remedies it may have in law or equity. (3) The County may terminate this Agreement and its obligation to provide funds under this Agreement for cause by providing thirty (30) days’ written notice to the City. Such notice to terminate for cause shall specify the circumstances warranting termination of the Agreement. Cause shall be a material breach of this Agreement and any supplemental agreement or modification to this Agreement or an event of default. Notice of Termination shall be made by certified mail or personal delivery to the Authorized Representative of the other Party. For purposes of termination and default, all days are calendar days. 16. Non-Appropriation. Notwithstanding any provision of this Agreement to the contrary, this Agreement may be terminated immediately by the County in the event sufficient funds from the County, State, or Federal sources are not appropriated, obtained and continued at least at the level relied on for the funding of this Agreement, and the non-appropriation of funds did not result from any act or bad faith on the part of the County. 17. Firearms Prohibited Unless specifically required by the terms of this Agreement, no provider of services pursuant to this Agreement, including but not limited to employees, agents or subcontractors of Grantee shall carry or possess a firearm on County premises or while fulfilling the requirements pursuant to the terms of this Agreement. Violation of this provision constitutes grounds for immediate suspension or termination of this Agreement at the sole discretion of the County. 18. Severability. Every section, provision or part of this Agreement is declared severable from every other section, provision or part thereof to the extent that if any sections, provision or part of this Agreement shall be held invalid by a court of competent jurisdiction, it shall not invalidate any other section, provision or part thereof. Dakota County Contract C0030145 19. Survival of terms The following clauses survive the expiration or termination of this Agreement: 4.B. Publicity; 7. Indemnification; 8. Government Data Practices; 10. Audits; 12. Governing Law, Jurisdiction and Venue. IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates indicated below. FOR DAKOTA COUNTY (I represent and warrant that I am authorized to execute this contract on behalf of Dakota County.) By: _____________________________________ Georg T. Fischer, Director Environmental Resources Department Date of signature:__________________________ FOR THE GRANTEE By: _____________________________________ Mayor Printed Name:_______________________ Telephone: ______________________________ Date of signature:_______________________ APPROVED AS TO FORM: /s/Helen R. Brosnahan 4/12/18 Attest: __________________________________ Assistant County Attorney Date Clerk Date County Attorney File No:KS-18-15-5 Dakota County Contract C0030178 AQUATIC INVASIVE SPECIES AID GRANT AGREEMENT This Grant Agreement (Agreement) is made and entered into by and between the County of Dakota, acting through its Environmental Resources Department (County) and the City of Lakeville (City). Recitals WHEREAS, under Minn. Stat. Ch. 373.01 the County is empowered to enter into this Agreement; WHEREAS, the County has received an appropriation from the State of Minnesota for Aquatic Invasive Species Prevention Aid; WHEREAS, pursuant to Minnesota Statute Section 477A.19, the County has authority to coordinate programs to manage and prevent the growth of aquatic invasive species with local units of government, soil and water conservation districts, watershed districts, or lake associations, in the county; WHEREAS, and the City of Lakeville has proposed monitoring of AIS on Lake Marion and Orchard Lake in Dakota County (Services). WHEREAS, the City agrees to perform all Services described in this Agreement to the satisfaction of the County; NOW THEREFORE, in reliance on the above statements and in consideration of the mutual promises and covenants contained in this Agreement, the County and the City agree as follows: AGREEMENT 1. Parties: The parties to this Agreement are the County and City, collectively referred to as the “Parties”. 2. Effective Date and Term: Notwithstanding the dates of signatures of the Parties to this Agreement, the effective date of this Agreement is from April 1, 2018 through December 31, 2018, or until completion by the Parties of their respective obligations under this Agreement, whichever occurs first, unless earlier terminated by law or according to the provisions of this Agreement. 3. Purpose. The purpose of this Agreement is to create an arrangement between the City and County in which Dakota County AIS Prevention Aid will partially fund Aquatic Invasive Species inspection activities. 4. City Obligations A. City shall provide the following services (Services), described as early detection AIS monitoring on Lake Marion and Orchard Lake, attached hereto and incorporated by reference herein as Exhibits A and B, and the City’s Proposal, attached hereto and incorporated by reference herein as Exhibit C. If there are any inconsistencies between this Agreement and Exhibits A or B, the priority of documents shall be as follows: 1) this Agreement; 2) the County’s Aquatic Invasive Species Plan (Exhibit A); 3) the County’s Aquatic Invasive Species Grant Program (Exhibit B); 4) the City’s Proposal (Exhibit C). Dakota County Contract C0030178 B. Publicity: City shall acknowledge funding or services provided by the County in any promotional materials, signage, reports, publications, notices, or presentations related to activities conducted under this Agreement. This section shall survive the expiration or termination of this Agreement. 5. Request for Reimbursement The City will claim reimbursement for expenditures incurred in connection with the performance of activities that are eligible for reimbursement in accordance with this Agreement. Reimbursements will not be requested for any expenditures incurred prior to or after the effective date of this Agreement. The County will reimburse the City within 45 calendar days of the City’s submission of invoices to the County. Invoices must be submitted in the form acceptable to the County. All requests for reimbursement must be submitted by December 15, 2018. The City must certify that the requested reimbursements are accurate, appropriate and eligible in accordance with the Dakota County Aquatic Invasive Species Plan attached hereto and incorporated by reference to this Agreement as Exhibit A, that City has received documentation of the actual expenditures for which reimbursement is sought, and that such expenditures have not been otherwise reimbursed. The City understands and agrees that payments by the County to the Contractor under this Agreement are dependent upon payments to the County from the State, through the Department of Revenue. The Parties agree that payment to the County from the State is a condition precedent of this Agreement and if payment from the State is not obtained or continued or is decreased by any amount the County may reduce or terminate this Agreement by giving City 30 days’ notice. If the Agreement is terminated due to lack of funding from the State, City shall only be entitled to the actual cost of Services rendered up to the date of termination. If payment from the State to the County is decreased, the Parties may negotiate a decrease in the amount of Services provided in the Agreement. The City agrees that the County’s decision not to terminate shall be sufficient consideration for any modification of the Agreement. 6. Authorized Representatives: The following named persons are designated as 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, except that the Authorized Representatives shall have only the authority specifically granted by their respective governing boards. Notice required to be provided pursuant this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification to this Agreement. In addition, notification to the County or the City regarding termination of this Agreement by the other party shall be provided to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55, Hastings, MN 55033. The Parties shall provide written notification to each other of any change to the Authorized Representative. Such written notification shall be effective to change the designated liaison under this Agreement, without necessitating an amendment of this Agreement. The County’s Authorized Representative is: Georg T. Fischer or successor, Director Environmental Resources Department 14955 Galaxie Avenue Apple Valley MN 55124 Telephone: 952-891-7554 Email: Georg.fischer@co.dakota.mn.us The City’s Authorized Representative is: Justin Miller, City Administrator Lakeville City Hall 20195 Holyoke Avenue Lakeville, MN 55044 Telephone: 952-985-4410 Email: danderson@lakevillemn.gov Dakota County Contract C0030178 7. Indemnification and Insurance: Each party to this Agreement shall be liable for the acts or omissions of its officers, directors, employees or agents and the results thereof to the fullest extent authorized by law and shall not be responsible for the acts of the other party, its officers, directors, employees or agents. It is understood and agreed that the provisions of the Municipal Tort Claims Act, Minn. Stat. Ch. 466, and other applicable laws govern liability arising from the Parties’ acts or omissions. In the event of any claims or actions asserted or 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. In or der to insure a unified defense against any third-party liability claims arising from work of the Project, City agrees to require all contractors or subcontractors hired to do any work on the Project to maintain commercial general liability insurance in the amounts consistent with the minimum limits of coverage established by Minn. Stat. § 466.04 during the terms of the Project. Each Party warrants that they are able to comply with the indemnity requirements through an insurance company, the League of Minnesota Cities Insurance Trust, or self-insurance program and that each has minimum coverage consistent with the liability limits contained in Minn. Stat. Ch. 466. 8. Government Data Practices: All data collected, created, received, maintained, or disseminated for any purpose by the activities of the City because of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as amended, the Minnesota Rules implementing such Act now in force or as adopted, as well as Federal regulations on data privacy, including but not limited to the Health Insurance Portability and Accountability Act (HIPPA) where it applies. The City agrees to abide by these statutes, rules and regulations and as the same may be amended from time to time. 9. Assignment, Amendments, Waiver and Complete Agreement. A. Assignment. The City may neither assign nor transfer any rights or obligations under this Agreement without the prior consent of the County and a fully executed assignment agreement, executed by the County and the City. 1. Use of Contractors. The City will engage contractors to perform activities funded pursuant to this Agreement. However, the City retains primary responsibility to the County for performance of the activities and the use of such contractors does not relieve the City from any of its obligations under this Agreement. If the City chooses to engage any additional contractors to perform any part of the activities, the City agrees that the contract for such services shall include the following provisions: (1) The contractor must maintain all records and provide all reporting as required by this Agreement. (2) The contractor must defend, indemnify, and save harmless the County from all claims, suits, demands, damages, judgments, costs, interest, and expenses arising out of or by reason of the performance of the contracted work, caused in whole or in part by any negligent act or omission of the contractor, including negligent acts or omissions of its employees, subcontractors, or anyone for whose acts any of them may be liable. (3) The contractor must provide and maintain insurance through the term of this Agreement in amounts and types of coverage as set forth in the Insurance Terms, which is attached an Incorporated as Exhibit D, and provide to the County, prior to commencement of the contracted work, a certificate of insurance evidencing such insurance coverage. Dakota County Contract C0030178 (4) The contractor must be an independent contractor for the purposes of completing the contracted work. (5) The contractor must acknowledge that the contract between the City and the contractor does not create any contractual relationship between County and the contractor. (6) The contractor shall perform and complete the activities in full compliance with this Agreement and all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the activities. B. Amendments. Any amendment to this Agreement must be in writing and executed by the County and the City. C. Waiver. If the County fails to enforce any provision of this Agreement, that failure shall not result in a waiver of the right to enforce the same or another provision of this Agreement. D. Agreement Complete. This Agreement and exhibits contain all negotiations and agreements between the County and the City. No other understanding regarding this Agreement, whether written or oral may be used to bind either party. 10. Audit. The City shall maintain books, records, documents and other evidence pertaining to the costs or expenses associated with the work performed pursuant to this Agreement. Upon request the City shall allow the County, Legislative Auditor or the State Auditor to inspect, audit, copy or abstract all of the books, records, papers or other documents relevant to this Agreement. The City shall use generally accepted accounting principles in the maintenance of such books and records, and shall retain all of such books, records, documents and other evidence for a period of six (6) years from the date of the completion of the activities funded by this Agreement. 11. Relationship of the Parties. Nothing contained in this Agreement is intended or should be construed as creating or establishing the relationship of co-partners or joint ventures between the County and the City, nor shall the County be considered or deemed to be an agent, representative or employee of the City in the performance of this Agreement. Personnel of the City or other persons while engaging in the performance of this Agreement shall not be considered employees of the County and shall not be entitled to any compensation, rights or benefits of any kind whatsoever. 12. Governing Law, Jurisdiction and Venue. Minnesota law, without regard to its choice-of-law provisions, governs this Agreement. Venue for all legal proceedings arising out of this Agreement or its breach, must be with the appropriate state court with competent jurisdiction in Dakota County. 13. Nondiscrimination. The City agrees to comply with all applicable laws relating to nondiscrimination and affirmative action. In particular, the City agrees not to discriminate against any employee, applicant for employment, or participant in this Agreement because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation, or age; and further agrees to take action to ensure that applicants and employees are treated equally with respect to all aspects of employment, including selection for training, rates of pay, and other forms of compensation. 14. Compliance with the Law. The City agrees to conduct its work under this Agreement in compliance with all applicable provisions of federal, state, and local laws, ordinances, or regulations. The City is Dakota County Contract C0030178 responsible for obtaining and complying with all federal, state, or local permits, licenses, and authorizations necessary for performing the work. 15. Default and Remedies. A. Events of Default. The following shall, unless waived in writing by the County, constitute an event of default under this Agreement: If the City fails to fully comply with any material provision, term, or condition contained in this Agreement. B. Notice of Event of Default and Opportunity to Cure. Upon the County's giving the City written notice of an event of default, the City shall have thirty (30) calendar days in which to cure such event of default, or such longer period of time as may be reasonably necessary so long as the City is using its best efforts to cure and is making reasonable progress in curing such events of default (the “Cure Period”). In no event shall the Cure Period for any event of default exceed two (2) months. Within ten (10) calendar days after receipt of notice of an event of default, the City shall propose in writing the actions that the City proposes to take and the schedule required to cure the event of default. C. Remedies. Upon the City’s failure to cure an event of default within the Cure Period, the County may enforce any or all of the following remedies, as applicable: (1) The County may seek full repayment of the grant monies paid for Services. (2) The County may enforce any additional remedies it may have in law or equity. (3) The County may terminate this Agreement and its obligation to provide funds under this Agreement for cause by providing thirty (30) days’ written notice to the City. Such notice to terminate for cause shall specify the circumstances warranting termination of the Agreement. Cause shall be a material breach of this Agreement and any supplemental agreement or modification to this Agreement or an event of default. Notice of Termination shall be made by certified mail or personal delivery to the Authorized Representative of the other Party. For purposes of termination and default, all days are calendar days. 16. Non-Appropriation. Notwithstanding any provision of this Agreement to the contrary, this Agreement may be terminated immediately by the County in the event sufficient funds from the County, State, or Federal sources are not appropriated, obtained and continued at least at the level relied on for the funding of this Agreement, and the non-appropriation of funds did not result from any act or bad faith on the part of the County. 17. Ownership of Materials and Intellectual Property Rights. A. The County agrees to, and hereby does, assign all rights, title and interest it may have in the materials conceived or created by the City, or its employees, and which arise out of the performance of this Agreement, including any inventions, reports, studies, designs, drawings, specifications, notes, documents, software and documentation, computer-based training modules, electronically, magnetically or digitally recorded material, and other work in whatever form (Materials) to the City. B. The City represents and warrants that Materials produced or used under this Agreement do not and will not infringe upon any intellectual property rights of another. Notwithstanding anything in this Dakota County Contract C0030178 Agreement to the contrary, City shall indemnify and defend the County, at its expense, from any action or claim brought against the County to the extent that it is based on a claim that all or parts of the Materials infringe upon the intellectual property rights of another. The rights and remedies herein specified are cumulative and not exclusive of any rights or remedies that the Authority would otherwise possess. 18. Firearms Prohibited Unless specifically required by the terms of this Agreement, no provider of services pursuant to this Agreement, including but not limited to employees, agents or subcontractors of City shall carry or possess a firearm on County premises or while fulfilling the requirements pursuant to the terms of this Agreement. Violation of this provision constitutes grounds for immediate suspension or termination of this Agreement at the sole discretion of the County. 19. Compliance with DNR requirements 19.1 Prior to conducting authorized watercraft inspections at water accesses, City must be a local government unit and execute a Delegation Agreement with the Minnesota Department of Natural Resources (DNR). 19.2 City must obtain a permit from the DNR prior to conducting invasive aquatic plant management activities. 20. Severability. Every section, provision or part of this Agreement is declared severable from every other section, provision or part thereof to the extent that if any sections, provision or part of this Agreement shall be held invalid by a court of competent jurisdiction, it shall not invalidate any other section, provision or part thereof. 21. Survival of terms The following clauses survive the expiration or termination of this Agreement: 4.B. Publicity; 7. Indemnification; 8. Government Data Practices; 10. Audits; 12. Governing Law, Jurisdiction and Venue. [Signatures on following page] Dakota County Contract C0030178 IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates indicated below. FOR DAKOTA COUNTY (I represent and warrant that I am authorized to execute this contract on behalf of Dakota County.) By: _____________________________________ Georg T. Fischer, Director Environmental Resources Department Date of signature:__________________________ FOR THE CITY By: _____________________________________ Mayor Printed Name:_______________________ Telephone: ______________________________ Date of signature:_______________________ APPROVED AS TO FORM: /s/Helen R. Brosnahan 4/11/18 Attest: ___________________________________ Assistant County Attorney Date Clerk Date County Attorney File No:_KS-18-15-012 Dakota County Resolution Number: 17-215 Dakota County Contract C0030227 AQUATIC INVASIVE SPECIES AID GRANT AGREEMENT This Grant Agreement (Agreement) is made and entered into by and between the County of Dakota, acting through its Environmental Resources Department (County) and the City of Lakeville (City). Recitals WHEREAS, under Minn. Stat. Ch. 373.01 the County is empowered to enter into this Agreement; WHEREAS, the County has received an appropriation from the State of Minnesota for Aquatic Invasive Species Prevention Aid; WHEREAS, pursuant to Minnesota Statute Section 477A.19, the County has authority to coordinate programs to manage and prevent the growth of aquatic invasive species with local units of government, soil and water conservation districts, watershed districts, or lake associations, in the county; WHEREAS, and the City of Lakeville has proposed chemical treatment of yellow iris on Kingsley Lake and conduct an early detection survey on Orchard Lake in Dakota County (Services). WHEREAS, the City agrees to perform all Services described in this Agreement to the satisfaction of the County; NOW THEREFORE, in reliance on the above statements and in consideration of the mutual promises and covenants contained in this Agreement, the County and the City agree as follows: AGREEMENT 1. Parties: The parties to this Agreement are the County and City, collectively referred to as the “Parties”. 2. Effective Date and Term: Notwithstanding the dates of signatures of the Parties to this Agreement, the effective date of this Agreement is from April 1, 2018 through December 31, 2018, or until completion by the Parties of their respective obligations under this Agreement, whichever occurs first, unless earlier terminated by law or according to the provisions of this Agreement. 3. Purpose. The purpose of this Agreement is to create an arrangement between the City of Lakeville and Dakota County in which Dakota County AIS Prevention Aid will partially fund Aquatic Invasive Species inspection activities. 4. City Obligations A. City shall provide the following services (Services), described as chemical treatment of yellow iris on Kingsley Lake and early detection survey on Orchard Lake, according to the County’s Aquatic Invasive Species Plan attached hereto and incorporated by reference herein as Exhibit A, the County’s Aquatic Invasive Species Grant Program attached and incorporated by reference as Exhibit B, and the City’s Proposal, attached hereto and incorporated by reference herein as Exhibit C. If there are any inconsistencies between this Agreement and Exhibits A or B, the priority of documents shall be as follows: 1) this Agreement; 2) the County’s Aquatic Dakota County Contract C0030227 Invasive Species Plan (Exhibit A); 3) the County’s Aquatic Invasive Species Grant Program (Exhibit B); 4) the City’s Proposal (Exhibit C). B. Publicity: City shall acknowledge funding or services provided by the County in any promotional materials, signage, reports, publications, notices, or presentations related to activities conducted under this Agreement. This section shall survive the expiration or termination of this Agreement. 5. Request for Reimbursement The City will claim reimbursement for expenditures incurred in connection with the performance of activities that are eligible for reimbursement in accordance with this Agreement. Reimbursements will not be requested for any expenditures incurred prior to or after the effective date of this Agreement. The County will reimburse the City within 45 calendar days of the City’s submission of invoices to the County. Invoices must be submitted in the form acceptable to the County. All requests for reimbursement must be submitted by December 15, 2018. The City must certify that the requested reimbursements are accurate, appropriate and eligible in accordance with the Dakota County Aquatic Invasive Species Plan attached hereto and incorporated by reference to this Agreement as Exhibit A, that City has received documentation of the actual expenditures for which reimbursement is sought, and that such expenditures have not been otherwise reimbursed. The City understands and agrees that payments by the County to the Contractor under this Agreement are dependent upon payments to the County from the State, through the Department of Revenue. The Parties agree that payment to the County from the State is a condition precedent of this Agreement and if payment from the State is not obtained or continued or is decreased by any amount the County may reduce or terminate this Agreement by giving City 30 days’ notice. If the Agreement is terminated due to lack of funding from the State, City shall only be entitled to the actual cost of Services rendered up to the date of termination. If payment from the State to the County is decreased, the Parties may negotiate a decrease in the amount of Services provided in the Agreement. The City agrees that the County’s decision not to terminate shall be sufficient consideration for any modification of the Agreement. 6. Authorized Representatives: The following named persons are designated as 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, except that the Authorized Representatives shall have only the authority specifically granted by their respective governing boards. Notice required to be provided pursuant this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification to this Agreement. In addition, notification to the County or the City regarding termination of this Agreement by the other party shall be provided to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55, Hastings, MN 55033. The County’s Authorized Representative is: Georg T. Fischer or successor, Director Environmental Resources Department 14955 Galaxie Avenue Apple Valley MN 55124 Telephone: 952-891-7554 Email: Georg.fischer@co.dakota.mn.us The City’s Authorized Representative is: Justin Miller, City Administrator Lakeville City Hall 20195 Holyoke Avenue Lakeville, MN 55044 Telephone: 952-985-4410 Email: danderson@lakevillemn.gov Dakota County Contract C0030227 The Parties shall provide written notification to each other of any change to the Authorized Representative. Such written notification shall be effective to change the designated liaison under this Agreement, without necessitating an amendment of this Agreement. 7. Indemnification and Insurance: Each party to this Agreement shall be liable for the acts or omissions of its officers, directors, employees or agents and the results thereof to the fullest extent authorized by law and shall not be responsible for the acts of the other party, its officers, directors, employees or agents. It is understood and agreed that the provisions of the Municipal Tort Claims Act, Minn. Stat. Ch. 466, and other applicable laws govern liability arising from the Parties’ acts or omissions. In the event of any claims or actions asserted or 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. In order to insure a unified defense against any third-party liability claims arising from work of the Project, City agrees to require all contractors or subcontractors hired to do any work on the Project to maintain commercial general liability insurance in the amounts consistent with the minimum limits of coverage established by Minn. Stat. § 466.04 during the terms of the Project. Each Party warrants that they are able to comply with the indemnity requirements through an insurance company, the League of Minnesota Cities Insurance Trust, or self-insurance program and that each has minimum coverage consistent with the liability limits contained in Minn. Stat. Ch. 466. 8. Government Data Practices: All data collected, created, received, maintained, or disseminated for any purpose by the activities of the City because of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as amended, the Minnesota Rules implementing such Act now in force or as adopted, as well as Federal regulations on data privacy, including but not limited to the Health Insurance Portability and Accountability Act (HIPPA) where it applies. The City agrees to abide by these statutes, rules and regulations and as the same may be amended from time to time. 9. Assignment, Amendments, Waiver and Complete Agreement. A. Assignment. The City may neither assign nor transfer any rights or obligations under this Agreement without the prior consent of the County and a fully executed assignment agreement, executed by the County and the City. 1. Use of Contractors. The City will engage contractors to perform activities funded pursuant to this Agreement. However, the City retains primary responsibility to the County for performance of the activities and the use of such contractors does not relieve the City from any of its obligations under this Agreement. If the City chooses to engage any additional contractors to perform any part of the activities, the City agrees that the contract for such services shall include the following provisions: (1) The contractor must maintain all records and provide all reporting as required by this Agreement. (2) The contractor must defend, indemnify, and save harmless the County from all claims, suits, demands, damages, judgments, costs, interest, and expenses arising out of or by reason of the performance of the contracted work, caused in whole or in part by any negligent act or omission of the contractor, including negligent acts or omissions of its employees, subcontractors, or anyone for whose acts any of them may be liable. Dakota County Contract C0030227 (3) The contractor must provide and maintain insurance through the term of this Agreement in amounts and types of coverage as set forth in the Insurance Terms, which is attached an Incorporated as Exhibit D, and provide to the County, prior to commencement of the contracted work, a certificate of insurance evidencing such insurance coverage. (4) The contractor must be an independent contractor for the purposes of completing the contracted work. (5) The contractor must acknowledge that the contract between the City and the contractor does not create any contractual relationship between County and the contractor. (6) The contractor shall perform and complete the activities in full compliance with this Agreement and all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the activities. B. Amendments. Any amendment to this Agreement must be in writing and executed by the County and the City. C. Waiver. If the County fails to enforce any provision of this Agreement, that failure shall not result in a waiver of the right to enforce the same or another provision of this Agreement. D. Agreement Complete. This Agreement and exhibits contain all negotiations and agreements between the County and the City. No other understanding regarding this Agreement, whether written or oral may be used to bind either party. 10. Audit. The City shall maintain books, records, documents and other evidence pertaining to the costs or expenses associated with the work performed pursuant to this Agreement. Upon request the City shall allow the County, Legislative Auditor or the State Auditor to inspect, audit, copy or abstract all of the books, records, papers or other documents relevant to this Agreement. The City shall use generally accepted accounting principles in the maintenance of such books and records, and shall retain all of such books, records, documents and other evidence for a period of six (6) years from the date of the completion of the activities funded by this Agreement. 11. Relationship of the Parties. Nothing contained in this Agreement is intended or should be construed as creating or establishing the relationship of co-partners or joint ventures between the County and the City, nor shall the County be considered or deemed to be an agent, representative or employee of the City in the performance of this Agreement. Personnel of the City or other persons while engaging in the performance of this Agreement shall not be considered employees of the County and shall not be entitled to any compensation, rights or benefits of any kind whatsoever. 12. Governing Law, Jurisdiction and Venue. Minnesota law, without regard to its choice-of-law provisions, governs this Agreement. Venue for all legal proceedings arising out of this Agreement or its breach, must be with the appropriate state court with competent jurisdiction in Dakota County. 13. Nondiscrimination. The City agrees to comply with all applicable laws relating to nondiscrimination and affirmative action. In particular, the City agrees not to discriminate against any employee, applicant for employment, or participant in this Agreement because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation, or age; and further agrees to take action to ensure that Dakota County Contract C0030227 applicants and employees are treated equally with respect to all aspects of employment, including selection for training, rates of pay, and other forms of compensation. 14. Compliance with the Law. The City agrees to conduct its work under this Agreement in compliance with all applicable provisions of federal, state, and local laws, ordinances, or regulations. The City is responsible for obtaining and complying with all federal, state, or local permits, licenses, and authorizations necessary for performing the work. 15. Default and Remedies. A. Events of Default. The following shall, unless waived in writing by the County, constitute an event of default under this Agreement: If the City fails to fully comply with any material provision, term, or condition contained in this Agreement. B. Notice of Event of Default and Opportunity to Cure. Upon the County's giving the City written notice of an event of default, the City shall have thirty (30) calendar days in which to cure such event of default, or such longer period of time as may be reasonably necessary so long as the City is using its best efforts to cure and is making reasonable progress in curing such events of default (the “Cure Period”). In no event shall the Cure Period for any event of default exceed two (2) months. Within ten (10) calendar days after receipt of notice of an event of default, the City shall propose in writing the actions that the City proposes to take and the schedule required to cure the event of default. C. Remedies. Upon the City’s failure to cure an event of default within the Cure Period, the County may enforce any or all of the following remedies, as applicable: (1) The County may seek full repayment of the grant monies paid for Services. (2) The County may enforce any additional remedies it may have in law or equity. (3) The County may terminate this Agreement and its obligation to provide funds under this Agreement for cause by providing thirty (30) days’ written notice to the City. Such notice to terminate for cause shall specify the circumstances warranting termination of the Agreement. Cause shall be a material breach of this Agreement and any supplemental agreement or modification to this Agreement or an event of default. Notice of Termination shall be made by certified mail or personal delivery to the Authorized Representative of the other Party. For purposes of termination and default, all days are calendar days. 16. Non-Appropriation. Notwithstanding any provision of this Agreement to the contrary, this Agreement may be terminated immediately by the County in the event sufficient funds from the County, State, or Federal sources are not appropriated, obtained and continued at least at the level relied on for the funding of this Agreement, and the non-appropriation of funds did not result from any act or bad faith on the part of the County. 17. Ownership of Materials and Intellectual Property Rights. A. The County agrees to, and hereby does, assign all rights, title and interest it may have in the materials conceived or created by the City, or its employees, and which arise out of the performance of this Agreement, including any inventions, reports, studies, designs, drawings, specifications, notes, documents, software and documentation, computer-based training modules, Dakota County Contract C0030227 electronically, magnetically or digitally recorded material, and other work in whatever form (Materials) to the City. B. The City represents and warrants that Materials produced or used under this Agreement do not and will not infringe upon any intellectual property rights of another. Notwithstanding anything in this Agreement to the contrary, City shall indemnify and defend the County, at its expense, from any action or claim brought against the County to the extent that it is based on a claim that all or parts of the Materials infringe upon the intellectual property rights of another. The rights and remedies herein specified are cumulative and not exclusive of any rights or remedies that the Authority would otherwise possess. 18. Firearms Prohibited Unless specifically required by the terms of this Agreement, no provider of services pursuant to this Agreement, including but not limited to employees, agents or subcontractors of City shall carry or possess a firearm on County premises or while fulfilling the requirements pursuant to the terms of this Agreement. Violation of this provision constitutes grounds for immediate suspension or termination of this Agreement at the sole discretion of the County. 19. Compliance with DNR requirements 19.1 Prior to conducting authorized watercraft inspections at water accesses, City must be a local government unit and execute a Delegation Agreement with the Minnesota Department of Natural Resources (DNR). 19.2 City must obtain a permit from the DNR prior to conducting invasive aquatic plant management activities. 20. Severability. Every section, provision or part of this Agreement is declared severable from every other section, provision or part thereof to the extent that if any sections, provision or part of this Agreement shall be held invalid by a court of competent jurisdiction, it shall not invalidate any other section, provision or part thereof. 21. Survival of terms The following clauses survive the expiration or termination of this Agreement: 4.B. Publicity; 7. Indemnification; 8. Government Data Practices; 10. Audits; 12. Governing Law, Jurisdiction and Venue. [Signatures on following page] Dakota County Contract C0030227 IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates indicated below. FOR DAKOTA COUNTY (I represent and warrant that I am authorized to execute this contract on behalf of Dakota County.) By: _____________________________________ Georg T. Fischer, Director Environmental Resources Department Date of signature:__________________________ FOR THE CITY By: _____________________________________ Mayor Printed Name:_______________________ Telephone: ______________________________ Date of signature:_______________________ APPROVED AS TO FORM: /s/Helen R. Brosnahan 4/11/18 ATTEST: ________________________________ Assistant County Attorney Date Clerk Date County Attorney File No: KS-18-15-007 Dakota County Resolution Number: 17-215 Dakota County Contract C0030230 AQUATIC INVASIVE SPECIES AID GRANT AGREEMENT This Grant Agreement (Agreement) is made and entered into by and between the County of Dakota, acting through its Environmental Resources Department (County) and the City of Lakeville (City). Recitals WHEREAS, under Minn. Stat. Ch. 373.01 the County is empowered to enter into this Agreement; WHEREAS, the County has received an appropriation from the State of Minnesota for Aquatic Invasive Species Prevention Aid; WHEREAS, pursuant to Minnesota Statute Section 477A.19, the County has authority to coordinate programs to manage and prevent the growth of aquatic invasive species with local units of government, soil and water conservation districts, watershed districts, or lake associations, in the county; WHEREAS, and the City of Lakeville has proposed chemical treatment of curlyleaf pondweed on Lake Marion and Orchard Lake in Dakota County (Services). WHEREAS, the City agrees to perform all Services described in this Agreement to the satisfaction of the County; NOW THEREFORE, in reliance on the above statements and in consideration of the mutual promises and covenants contained in this Agreement, the County and the City agree as follows: AGREEMENT 1. Parties: The parties to this Agreement are the County and City, collectively referred to as the “Parties”. 2. Effective Date and Term: Notwithstanding the dates of signatures of the Parties to this Agreement, the effective date of this Agreement is from April 1, 2018 through December 31, 2018, or until completion by the Parties of their respective obligations under this Agreement, whichever occurs first, unless earlier terminated by law or according to the provisions of this Agreement. 3. Purpose. The purpose of this Agreement is to create an arrangement between the City of Lakeville and Dakota County in which Dakota County AIS Prevention Aid will partially fund Aquatic Invasive Species inspection activities. 4. City Obligations A. City shall provide the following services (Services), described as chemical treatment of curlyleaf pondweed on Lake Marion and Orchard Lake, according to the following documents: the County’s Aquatic Invasive Species Plan attached and incorporated as Exhibits A, the County’s Aquatic Invasive Species Grant Program attached and incorporated as Exhibit B, the City’s Grant Application attached and incorporated by reference as Exhibit C. If there are any inconsistencies between this Agreement and Exhibits A or B, the priority of documents shall be as follows: 1) this Agreement; 2) the County’s Aquatic Invasive Species Plan (Exhibit A); 3) the County’s Aquatic Invasive Species Grant Program (Exhibit B); 4) the City’s Proposal (Exhibit C). Dakota County Contract C0030230 B. Publicity: City shall acknowledge funding or services provided by the County in any promotional materials, signage, reports, publications, notices, or presentations related to activities conducted under this Agreement. This section shall survive the expiration or termination of this Agreement. 5. Request for Reimbursement The City will claim reimbursement for expenditures incurred in connection with the performance of activities that are eligible for reimbursement in accordance with this Agreement. Reimbursements will not be requested for any expenditures incurred prior to or after the effective date of this Agreement. The County will reimburse the City within 45 calendar days of the City’s submission of invoices to the County. Invoices must be submitted in the form acceptable to the County. All requests for reimbursement must be submitted by December 15, 2018. The City must certify that the requested reimbursements are accurate, appropriate and eligible in accordance with the Dakota County Aquatic Invasive Species Plan attached hereto and incorporated by reference to this Agreement as Exhibit A, that City has received documentation of the actual expenditures for which reimbursement is sought, and that such expenditures have not been otherwise reimbursed. The City understands and agrees that payments by the County to the Contractor under this Agreement are dependent upon payments to the County from the State, through the Department of Revenue. The Parties agree that payment to the County from the State is a condition precedent of this Agreement and if payment from the State is not obtained or continued or is decreased by any amount the County may reduce or terminate this Agreement by giving City 30 days’ notice. If the Agreement is terminated due to lack of funding from the State, City shall only be entitled to the actual cost of Services rendered up to the date of termination. If payment from the State to the County is decreased, the Parties may negotiate a decrease in the amount of Services provided in the Agreement. The City agrees that the County’s decision not to terminate shall be sufficient consideration for any modification of the Agreement. 6. Authorized Representatives: The following named persons are designated as 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, except that the Authorized Representatives shall have only the authority specifically granted by their respective governing boards. Notice required to be provided pursuant this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification to this Agreement. In addition, notification to the County or the City regarding termination of this Agreement by the other party shall be provided to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55, Hastings, MN 55033. The Parties shall provide written notification to each other of any change to the Authorized Representative. Such written notification shall be effective to change the designated liaison under this Agreement, without necessitating an amendment of this Agreement. The County’s Authorized Representative is: Georg T. Fischer or successor, Director Environmental Resources Department 14955 Galaxie Avenue Apple Valley MN 55124 Telephone: 952-891-7554 Email: Georg.fischer@co.dakota.mn.us The City’s Authorized Representative is: Justin Miller, City Administrator Lakeville City Hall 20195 Holyoke Avenue Lakeville, MN 55044 Telephone: 952-985-4410 Email: danderson@lakevillemn.gov Dakota County Contract C0030230 7. Indemnification and Insurance: Each party to this Agreement shall be liable for the acts or omissions of its officers, directors, employees or agents and the results thereof to the fullest extent authorized by law and shall not be responsible for the acts of the other party, its officers, directors, employees or agents. It is understood and agreed that the provisions of the Municipal Tort Claims Act, Minn. Stat. Ch. 466, and other applicable laws govern liability arising from the Parties’ acts or omissions. In the event of any claims or actions asserted or 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. In order to insure a unified defense against any third-party liability claims arising from work of the Project, City agrees to require all contractors or subcontractors hired to do any work on the Project to maintain commercial general liability insurance in the amounts consistent with the minimum limits of coverage established by Minn. Stat. § 466.04 during the terms of the Project. Each Party warrants that they are able to comply with the indemnity requirements through an insurance company, the League of Minnesota Cities Insurance Trust, or self-insurance program and that each has minimum coverage consistent with the liability limits contained in Minn. Stat. Ch. 466. 8. Government Data Practices: All data collected, created, received, maintained, or disseminated for any purpose by the activities of the City because of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as amended, the Minnesota Rules implementing such Act now in force or as adopted, as well as Federal regulations on data privacy, including but not limited to the Health Insurance Portability and Accountability Act (HIPPA) where it applies. The City agrees to abide by these statutes, rules and regulations and as the same may be amended from time to time. 9. Assignment, Amendments, Waiver and Complete Agreement. A. Assignment. The City may neither assign nor transfer any rights or obligations under this Agreement without the prior consent of the County and a fully executed assignment agreement, executed by the County and the City. 1. Use of Contractors. The City will engage contractors to perform activities funded pursuant to this Agreement. However, the City retains primary responsibility to the County for performance of the activities and the use of such contractors does not relieve the City from any of its obligations under this Agreement. If the City chooses to engage any additional contractors to perform any part of the activities, the City agrees that the contract for such services shall include the following provisions: (1) The contractor must maintain all records and provide all reporting as required by this Agreement. (2) The contractor must defend, indemnify, and save harmless the County from all claims, suits, demands, damages, judgments, costs, interest, and expenses arising out of or by reason of the performance of the contracted work, caused in whole or in part by any negligent act or omission of the contractor, including negligent acts or omissions of its employees, subcontractors, or anyone for whose acts any of them may be liable. (3) The contractor must provide and maintain insurance through the term of this Agreement in amounts and types of coverage as set forth in the Insurance Terms, which is attached an Incorporated as Exhibit D, and provide to the County, prior to commencement of the contracted work, a certificate of insurance evidencing such insurance coverage. Dakota County Contract C0030230 (4) The contractor must be an independent contractor for the purposes of completing the contracted work. (5) The contractor must acknowledge that the contract between the City and the contractor does not create any contractual relationship between County and the contractor. (6) The contractor shall perform and complete the activities in full compliance with this Agreement and all applicable laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the activities. B. Amendments. Any amendment to this Agreement must be in writing and executed by the County and the City. C. Waiver. If the County fails to enforce any provision of this Agreement, that failure shall not result in a waiver of the right to enforce the same or another provision of this Agreement. D. Agreement Complete. This Agreement and exhibits contain all negotiations and agreements between the County and the City. No other understanding regarding this Agreement, whether written or oral may be used to bind either party. 10. Audit. The City shall maintain books, records, documents and other evidence pertaining to the costs or expenses associated with the work performed pursuant to this Agreement. Upon request the City shall allow the County, Legislative Auditor or the State Auditor to inspect, audit, copy or abstract all of the books, records, papers or other documents relevant to this Agreement. The City shall use generally accepted accounting principles in the maintenance of such books and records, and shall retain all of such books, records, documents and other evidence for a period of six (6) years from the date of the completion of the activities funded by this Agreement. 11. Relationship of the Parties. Nothing contained in this Agreement is intended or should be construed as creating or establishing the relationship of co-partners or joint ventures between the County and the City, nor shall the County be considered or deemed to be an agent, representative or employee of the City in the performance of this Agreement. Personnel of the City or other persons while engaging in the performance of this Agreement shall not be considered employees of the County and shall not be entitled to any compensation, rights or benefits of any kind whatsoever. 12. Governing Law, Jurisdiction and Venue. Minnesota law, without regard to its choice-of-law provisions, governs this Agreement. Venue for all legal proceedings arising out of this Agreement or its breach, must be with the appropriate state court with competent jurisdiction in Dakota County. 13. Nondiscrimination. The City agrees to comply with all applicable laws relating to nondiscrimination and affirmative action. In particular, the City agrees not to discriminate against any employee, applicant for employment, or participant in this Agreement because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation, or age; and further agrees to take action to ensure that applicants and employees are treated equally with respect to all aspects of employment, including selection for training, rates of pay, and other forms of compensation. 14. Compliance with the Law. The City agrees to conduct its work under this Agreement in compliance with all applicable provisions of federal, state, and local laws, ordinances, or regulations. The City is Dakota County Contract C0030230 responsible for obtaining and complying with all federal, state, or local permits, licenses, and authorizations necessary for performing the work. 15. Default and Remedies. A. Events of Default. The following shall, unless waived in writing by the County, constitute an event of default under this Agreement: If the City fails to fully comply with any material provision, term, or condition contained in this Agreement. B. Notice of Event of Default and Opportunity to Cure. Upon the County's giving the City written notice of an event of default, the City shall have thirty (30) calendar days in which to cure such event of default, or such longer period of time as may be reasonably necessary so long as the City is using its best efforts to cure and is making reasonable progress in curing such events of default (the “Cure Period”). In no event shall the Cure Period for any event of default exceed two (2) months. Within ten (10) calendar days after receipt of notice of an event of default, the City shall propose in writing the actions that the City proposes to take and the schedule required to cure the event of default. C. Remedies. Upon the City’s failure to cure an event of default within the Cure Period, the County may enforce any or all of the following remedies, as applicable: (1) The County may seek full repayment of the grant monies paid for Services. (2) The County may enforce any additional remedies it may have in law or equity. (3) The County may terminate this Agreement and its obligation to provide funds under this Agreement for cause by providing thirty (30) days’ written notice to the City. Such notice to terminate for cause shall specify the circumstances warranting termination of the Agreement. Cause shall be a material breach of this Agreement and any supplemental agreement or modification to this Agreement or an event of default. Notice of Termination shall be made by certified mail or personal delivery to the Authorized Representative of the other Party. For purposes of termination and default, all days are calendar days. 16. Non-Appropriation. Notwithstanding any provision of this Agreement to the contrary, this Agreement may be terminated immediately by the County in the event sufficient funds from the County, State, or Federal sources are not appropriated, obtained and continued at least at the level relied on for the funding of this Agreement, and the non-appropriation of funds did not result from any act or bad faith on the part of the County. 17. Ownership of Materials and Intellectual Property Rights. A. The County agrees to, and hereby does, assign all rights, title and interest it may have in the materials conceived or created by the City, or its employees or agents, and which arise out of the performance of this Agreement, including any inventions, reports, studies, designs, drawings, specifications, notes, documents, software and documentation, computer-based training modules, electronically, magnetically or digitally recorded material, and other work in whatever form (Materials) to the City. B. The City represents and warrants that Materials produced or used under this Agreement do not and will not infringe upon any intellectual property rights of another. Notwithstanding anything in this Agreement to the contrary, City shall indemnify and defend the County, at its expense, from any Dakota County Contract C0030230 action or claim brought against the County to the extent that it is based on a claim that all or parts of the Materials infringe upon the intellectual property rights of another. The rights and remedies herein specified are cumulative and not exclusive of any rights or remedies that the Authority would otherwise possess. 18. Firearms Prohibited Unless specifically required by the terms of this Agreement, no provider of services pursuant to this Agreement, including but not limited to employees, agents or subcontractors of City shall carry or possess a firearm on County premises or while fulfilling the requirements pursuant to the terms of this Agreement. Violation of this provision constitutes grounds for immediate suspension or termination of this Agreement at the sole discretion of the County. 19. Compliance with DNR requirements 19.1 Prior to conducting authorized watercraft inspections at water accesses, City must be a local government unit and execute a Delegation Agreement with the Minnesota Department of Natural Resources (DNR). 19.2 City must obtain a permit from the DNR prior to conducting invasive aquatic plant management activities. 20. Severability. Every section, provision or part of this Agreement is declared severable from every other section, provision or part thereof to the extent that if any sections, provision or part of this Agreement shall be held invalid by a court of competent jurisdiction, it shall not invalidate any other section, provision or part thereof. 21. Survival of terms The following clauses survive the expiration or termination of this Agreement: 4.B. Publicity; 7. Indemnification; 8. Government Data Practices; 10. Audits; 12. Governing Law, Jurisdiction and Venue. [Signatures on following page] Dakota County Contract C0030230 IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates indicated below. FOR DAKOTA COUNTY (I represent and warrant that I am authorized to execute this contract on behalf of Dakota County.) By: _____________________________________ Georg T. Fischer, Director Environmental Resources Department Date of signature:__________________________ FOR THE CITY By: _____________________________________ Mayor Printed Name:_______________________ Telephone:_________________________ Date of signature:_______________________ APPROVED AS TO FORM: /s/Helen R. Brosnahan 4/11/18 ATTEST: _________________________________ Assistant County Attorney Date City Clerk Date County Attorney File No:_KS-18-15-008 Dakota County Resolution Number: 17-215