4.6 SR 04-15-2013 Elk REQUEST FOR ACTION
River
TO ITEM NUMBER
Mayor and City Council 4.6
AGENDA SECTION MEETING DATE PREPARED BY
Consent Aril 15, 2013 Tim Simon, Finance Director
ITEM DESCRIPTION REVIEWED By
Fiber Optic Infrastructure Agreements Peter Beck, City Attorney
REVIEWED BY
Cal Portner, City Administrator
ACTION REQUESTED
1. Approve by motion the Fiber Optic Infrastructure Agreement with Elk River Municipal Utilities.
2. Approve by motion the Fiber Optic Infrastructure Agreement with Sherburne County.
BACKGROUND/DISCUSSION
On September 4, 2012, the City Council awarded the construction of the fiber optic ring to Michels
Corporation. Along with awarding the bid,the Council authorized the city attorney to draft a usage
agreement with Elk River Municipal Utilities (ERMU) and Sherburne County.
This was a partnership between governmental agencies to connect facilities to improve data capacity and
function. The county is a 25%participant and ERMU is a 33%participant.
The Sherburne County Board of Commissioners approved the agreement on March 26, 2013, and the
Utilities Commission approved the agreement on April 9, 2013.
FINANCIAL IMPACT
The project was previously approved with the city contributing 42%, ERMU 33%, and Sherburne County
25%. This was based on anticipated usage of the fiber optic strands.
ATTACHMENTS
• Fiber Optic Infrastructure Agreement with Elk River Municipal Utilities
• Fiber Optic Infrastructure Agreement with Sherburne County
• Map of the fiber optic ring
Action Motion by Second by Vote
Follow Up
N:\Public Bodies\City Council\Council RCA\Agenda Packet\04-15-2013\Fiberopticinfrastructureagreement.docx U R E
Fiber Optic Infrastructure Agreement
This Fiber Optic Infrastructure Agreement ( "Agreement ") is effective this 7 day of
2013 by and between the City of Elk River, a Minnesota Municipal Corporation
( "City ") and Elk River Municipal Utilities, a Minnesota Municipal Utility ( "ERMU ").
WHEREAS, the City has entered into a contract to install a backbone fiber optic ring ( "Network
Ring "), in the location shown on Exhibit A attached hereto, for the purposes of connecting governmental
facilities located within the City, including city facilities, ERMU facilities, county facilities and
potentially Elk River School District facilities; and
WHEREAS, the ERMU has expressed a desire to install fiber optic infrastructure to connect its
facilities to the Network Ring ( "Lateral Connections "), and to participate in the capital costs and the
ongoing operation and maintenance costs of the Network Ring.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Installation.
a. Network Rina. The City shall be solely responsible for installing the Network Ring and
all infrastructure related thereto necessary for the Network Ring to serve its purposes.
b. Lateral Connections. ERMU
Lateral Connections, and al
Network Ring and the ERMU
Ring.
Ownership.
shall be solely responsible for installing, at its cost, the
necessary infrastructure related thereto, between the
facilities which ERMU desires to connect to the Network
a. Network Rina. The City shall have sole responsibility for installing, operating,
maintaining and repairing the Network Ring, and shall be the sole owner of the Network
Ring. ERMU's participation in the capital costs and the operation and maintenance costs
of the Network Ring will not entitle ERMU to any ownership of or interest in the
Network Ring, except that 33 percent of the fiber optic strands comprising the Network
Ring shall be reserved for ERMU as provided in this Agreement.
b. Lateral Connections. ERMU shall be the sole owner of the Lateral Connections and all
infrastructure related thereto, and shall be solely responsible, at its cost, for the
installation, operation, maintenance and repair of the Lateral Connections.
Annual Meetina. The City and ERMU shall meet annually in January of each year to
discuss issues relating to the operation of the Network Ring.
Costs.
a. Initial Capital Costs. The City's contract for installation of the Network Ring is in the
amount of $254,721.24. ERMU agrees to reimburse the City for 33 percent of the total
capital costs to install the Network Ring, in an amount not to exceed $84,058.01.
Reimbursement of ERMU's share of the City's Initial Capital Costs shall be made by
ERMU within 30 days of receipt of a statement from the City detailing the total Initial
Capital Costs.
b. Future Capital Costs. It is anticipated that during the term of this Agreement it will be
necessary to replace or upgrade components of the Network Ring and related
infrastructure to endure that the Network Ring continues to serve its purpose. City shall
be solely responsible for determining what capital improvements to make to the Network
Ring and for installing those improvements, but shall not initiate any substantial upgrades
or capital improvements to the Network Ring until the proposed upgrade or improvement
has been discussed with ERMU at the annual January meeting or a separate meeting
called by the City for that purpose. ERMU agrees to reimburse the City for 33 percent of
such future capital costs in the same manner as reimbursement for initial capital costs.
C. Operating and Maintenance Costs. The City shall be responsible for annual costs for
operation and maintenance of the Network Ring. ERMU will provide locate services,
pursuant to Section 4(c) of this Agreement, in lieu of contributing to annual operation and
maintenance costs.
d. Repair Costs. The City will be responsible for operatin, maintenance and repair of the
Network Ring. If the Network Ring is damaged, the City shall attempt to recover the cost
of repair from the responsible party or from the City's insurance coverage. ERMU will
reimburse the City for 33 percent of all unrecoverable repair costs. ERMU's payment
shall be made within 30 days of receipt of a statement for repair costs.
e. Lateral Connection Costs. ERMU shall be responsible for 100 percent of the installation,
operation, maintenance and repair costs for Lateral Connections between the Network
Ring and ERMU facilities.
4. Operation and Maintenance.
a. Network Ring. The City will be solely responsible for operating, maintaining and
repairing the Network Ring. The City will maintain and administer the Network Ring
and all connections thereto, including a central patch panel and all other infrastructure
related to the construction, operation, maintenance and repair of the Network Ring.
ERMU traffic through the fiber optic strands will transit through the Network Ring at the
physical layer only. That is, fiber optic strands transporting ERMU traffic will be
physically housed in Network Ring infrastructure owned and operated by the City, but at
no time will Ethernet frames, EP packets, ATM cells or similar upper layer protocols be
transported directly between the City and ERMU, unless the City and ERMU enter into a
separate agreement or agreements for shared communications, services and /or
applications between the City and ERMU. ERMU will be responsible, at its own cost,
for its own connectivity and access to the internet or any other services. The City will
use its best efforts to keep the Network Ring operational at all times, with the exception
of scheduled down time for maintenance and repair. The City shall not be liable to
ERMU for any direct, indirect or consequential costs or damages to ERMU as a result of
planned or unplanned service outages of the Network Ring.
b. Lateral Connections. ERMU shall be solely responsible, at its cost, for installing,
operating, maintaining and repairing Lateral Connections. Lateral Connections may only
be connected to the Network Ring by the City or a contractor authorized, in writing, by
the City to make the connection. Any damage done to the Network Ring as a result of
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unauthorized connection by ERMU to the Network Ring shall be the responsibility of
ERMU. ERMU shall not be liable to the City for any direct, indirect or consequential
damages to the City as a result of planned or unplanned service outage to a Lateral
Connection.
C. Locates. ERMU shall make and be responsible for the costs of locates and relocates for
the Network Ring and all Lateral Connections serving City and ERMU facilities.
d. S 1p icing. The City shall be responsible for all splicing into and along the Network Ring,
and for the operation, maintenance, repair and connections to the patch panels and other
infrastructure along the Network Ring. ERMU shall have no access to the Network Ring
or the components thereof without the City's prior written approval.
Use.
a. Limited to governmental uses only. The Network Ring is being installed by the City
solely for governmental uses. ERMU agrees that its use of the Network Ring will be
solely for governmental purposes. Governmental purposes shall include federal, state,
county, city, township, school district and other governmental entities.
b. Capacity limitations. The Network Ring will include 144 fiber optic strands. ERMU will
be entitled to use a maximum of 48 of the available strands. If ERMU identifies a future
need for additional capacity, the City will have the sole discretion to determine whether
to make additional capacity available to ERMU and on what terms such additional
capacity would be made available. 50 percent of the strands used to connect City and
ERMU facilities will be counted against ERMU's 48 strands.
Term.
a. Initial Term and Renewal Terms. This Agreement shall be in effect for an initial term of
20 years from the date hereof, and shall automatically renew each 5 years thereafter,
unless earlier terminated as provided herein.
b. Termination by ERMU. ERMU may terminate this Agreement and its use of the
Network Ring for any reason, at any time, upon 30 days' written notice to the City.
ERMU shall not be entitled to reimbursement of any of its contributions to the capital
costs of the Network Ring, nor for operation and maintenance costs of the Network Ring,
if it terminates the Agreement.
Termination by_City. The City may terminate this Agreement upon one year's written
notice to ERMU. If the City terminates this Agreement prior to the end of the 20 -year
Initial Term hereof, the City shall return to ERMU one percent of ERMU's capital
contributions to the Network Ring for each year remaining on the 20 -year Initial Term.
Assignment.
a. By ERMU. ERMFU may not assign, transfer or delegate any of its rights or obligations
under this Agreement either directly or indirectly by any means, by operation of law or
otherwise without the prior written consent of the City.
b. By Cit . The City may assign its ownership of and /or its operation, maintenance or
repair responsibilities with respect to the Network Ring to a third party, but only if said
third party specifically agrees to be bound by the terms of this Agreement.
8. Amendments. This Agreement contains all of the terms agreed to by the parties and any promise
or communications of any type not reflected in this Agreement are null and void. Any
amendments to this Agreement shall be in writing and shall be approved by the governing board
of each party.
9. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota.
10. Liabili . Except as provided above, each party shall be responsible for any loss, damage or
injury to any person or property arising out its obligations under this Agreement. Each party
agrees to defend and indemnify the other party and its officers, employees and agents for any
claims arising from its performance or failure to perform its obligations under this Agreement.
Each party shall only be responsible for out -of- pocket costs to the other party. Each party waives
any claim for lost services, lost profits, indirect, consequential or special damages. Nothing in
this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to
which a party may be entitled under Minnesota Statutes, Chapter 466 or otherwise.
11. Insurance. Each party shall purchase liability insurance in the amount equal to or greater than the
maximum liability applicable to municipalities set forth in Minnesota Statutes, Chapter 466. This
requirement may be met through membership in a self - insurance pool. Each party shall name the
other party as an additional insured to the extent necessary to meet its obligations under this
agreement.
12. Dispute Resolution. If the parties cannot agree on any matter arising out of this Agreement, after
a reasonable period of good faith negotiations, they agree to engage a qualified third party to
mediate the disagreement, and share to the cost of the mediator on an equal basis. The parties
will work in good faith with the mediator to find an acceptable solution and must reduce any
settlement to writing. Any such agreement must be incorporated into and made a part of this
agreement. If a mediated agreement cannot be reached, each party has available to it all rights in
law or equity.
13. Entire Agreement. This Agreement sets forth the entire understanding of the parties.
14. Notices.
a. Notices to City, Payments made and notices given pursuant to the terms of this
Agreement to the City shall be addressed or delivered personally to:
City Administrator
City of Elk River
13065 Orono Parkway
Elk River, MN 55330
Phone: (763) 635 -1200
Technical inquiries:
City IT Manager
City of Elk River
13065 Orono Parkway
Elk River, MN 55330
Phone: (763) 635 -1250
Notices to ERMU. Notices to ERMU shall be addressed or delivered personally to:
City of Elk River
IIn
General Manager
Elk River Municipal Utilities
13069 Orono Parkway
Elk River, MN 55330
John J. Dietz, its Mayor
Tina Allard, its Clerk
Elk River Municipal Utilities
BYJh hair
By
Troy Adams, its General Manager
671126.DOCX
Fiber Optic Infrastructure Agreement
This Fiber Optic Infrastructure Agreement ( "Agreement ") is effective this c2(p day of
�1o,� Lk , 2013 by and between the City of Elk River, a Minnesota Municipal Corporation
( "City ") and Sherburne County, a Minnesota county ( "County ").
WHEREAS, the City has entered into a contract to install a backbone fiber optic ring ( "Network
Ring "), in the location shown on Exhibit A attached hereto, for the purposes of connecting governmental
facilities located within the City, including city facilities, Elk River Municipal Utility facilities, County
facilities and potentially Elk River School District facilities; and
WHEREAS, the County has expressed a desire to install fiber optic infrastructure to connect its
facilities to the Network Ring ( "Lateral Connections "), and to participate in the capital costs and the
ongoing operation and maintenance costs of the Network Ring.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
Installation.
a. Network Ring. The City shall be solely responsible for installing the Network Ring and
all infrastructure related thereto necessary for the Network Ring to serve its purposes.
b. Lateral Connections. The County shall be solely responsible for installing, at its cost, the
Lateral Connections, and all necessary infrastructure related thereto, between the
Network Ring and the County facilities which the County desires to connect to the
Network Ring.
2. Ownership and Operation.
a. Network Ring. The City shall have sole responsibility for installing, operating,
maintaining and repairing the Network Ring, and shall be the sole owner of the Network
Ring. The County's participation in the capital costs and the operation and maintenance
costs of the Network Ring will not entitle the County to any ownership of or interest in
the Network Ring, except that 25 percent of the fiber optic strands comprising the
Network Ring shall be reserved for the County as provided in this Agreement.
b. Lateral Connections. The County shall be the sole owner of the Lateral Connections and
all infrastructure related thereto, and shall be solely responsible, at its cost, for the
installation, operation, maintenance and repair of the Lateral Connections.
Annual Meeting. The City and the County shall meet annually in January of each year to
discuss issues relating to the operation of the Network Ring.
Costs.
a. Initial Capital Costs. The City's contract for installation of the Network Ring is in the
amount of $254,721.24. The County agrees to reimburse the City for 25 percent of the
total capital costs to install the Network Ring, in an amount not to exceed $63,680.31.
Reimbursement of the County's share of the City's hiitial Capital Costs shall be made by
County within 45 days of receipt of a statement from the City detailing the total Initial
Capital Costs.
b. Operating and Maintenance Costs. The parties do not anticipate that during the term of
this Agreement it will be necessary to provide maintenance to the Network Ring or that
the City will incur any costs in connection with operation of the Network Ring. In the
event the City does incur operating or maintenance costs, the City shall inform the
County of such costs no later than the annual January meeting for costs incurred during
the previous year. The County shall reimburse the City for 25 percent of all operating
and maintenance costs identified by the City within 30 days of the annual meeting. If the
County objects to the costs identified by the City as unreasonable or unnecessary, the
County may, at its option, terminate this Agreement without cause as provided in
Section 6(c) of this Agreement, or submit the dispute for resolution pursuant to
Section 12 of this Agreement.
C. Repair Costs. The City will be responsible for repair of the Network Ring and shall
reasonably communicate with the County about repairs when repairs may be necessary
and about the cost of such repairs when such costs are known. If the Network Ring is
damaged by any third party, the City shall attempt to recover the cost of repair from the
responsible party or from the City's insurance coverage. The County will reimburse the
City for 25 percent of all unrecoverable repair costs. The County's payment shall be
made within 30 days of receiving a detailed statement of necessary repair costs.
d. Future Capital Costs. The City will not initiate any upgrades or other capital
improvements to the Network Ring until the proposed upgrade or improvement is first
discussed by the parties at the annual January meeting, or at a special meeting called by
the City for that purpose. If the proposed upgrade or improvement benefits the County's
use of the Network Ring, the County shall reimburse the City for 25 percent of the costs
of such upgrade or improvement. The parties may negotiate a greater or lesser cost
sharing percentage to reflect the benefit of the proposed upgrade or improvement to the
parties respective use of the Network Ring. In the event the parties are unable to agree on
the benefit of the proposed upgrade or improvement to the parties use of the Network
Ring, the County may, at its option, terminate this Agreement without cause as provided
in Section 6(c) of this Agreement, or submit the dispute for resolution pursuant to
Section 12 of this Agreement. The County's payment of costs relating to an upgrade or
improvement shall be made within 45 days of receipt of a statement from the City
detailing the final project costs.
e. Lateral Connection Costs. The County shall be responsible for 100 percent of the
installation, operation, maintenance and repair costs for Lateral Connections between the
Network Ring and County facilities.
4. Operation and Maintenance.
a. Network Ring, The City will be solely responsible for operating, maintaining and
repairing the Network Ring. The City will maintain and administer the Network Ring
and all connections thereto, including a central patch panel and all other infrastructure
related to the construction, operation, maintenance and repair of the Network Ring.
County traffic through the fiber optic strands will transit through the Network Ring at the
physical layer only. That is, fiber optic strands transporting County traffic will be
physically housed in Network Ring infrastructure owned and operated by the City, but at
no time will Ethernet frames, IP packets, ATM cells or similar upper layer protocols be
transported directly between the City and County, unless the City and County enter into a
separate agreement or agreements for shared communications, services, and /or
applications between the City and County. The County will be responsible, at its own
cost, for its own connectivity and access to the internet or any other services. The City
will use its best efforts to keep the Network Ring operational at all times, with the
exception of scheduled down time for maintenance and repair. Should any expected or
unexpected outage event last longer than 10 consecutive days, the City of Elk River will
be limited in liability to a refund of Sherburne County's capital contributions to the
Network Ring in the amount of $8.72 per day, beginning on the 1 lth day of the outage.
b. Lateral Connections. The County shall be solely responsible, at its cost, for installing,
operating, maintaining and repairing Lateral Connections. Lateral Connections may only
be connected to the Network Ring by the City or a contractor authorized, in writing, by
the City to make the connection. Any damage done to the Network Ring as a result of
unauthorized connection by the County to the Network Ring shall be the responsibility of
the County. The City and County shall not be liable to each other for any direct, indirect
or consequential damages as a result of planned or unplanned service outages to a Lateral
Connection.
C. Locates. The City shall be responsible for the costs of utility locates and relocates for the
Network Ring. The County shall be responsible for the costs of utility locates and
relocates for Lateral Connections between the Network Ring and County facilities.
I S 1p icing. The City shall be responsible for all splicing into and along the Network Ring,
and for the operation, maintenance, repair and connections to the patch panels and other
infrastructure along the Network Ring. The County shall have no access to the Network
Ring or the components thereof without the City's prior written approval. The City must
respond to requests for access within a reasonable business timeframe, not to exceed 10
business days.
e. Data Retention. The City and County recognize that as governmental entities, there is a
requirement for the retention and auditing of records associated with the project. The
parties each agree to retain all documents in their respective possession during and after
the end of the project as required by the state retention schedule. The parties shall each
be responsible for any fiscal documents in their possession and the fiscal records in their
respective possession shall be subject to audit by the Minnesota State Auditor, its
designee or such other appropriate audit as the respective entities are legally required to
conduct.
Use.
a. Limited to governmental uses only. The Network Ring is being installed by the City
solely for governmental uses. The City and the County agrees that use of the entire
Network Ring will be solely for governmental purposes and neither the City nor the
County shall permit access to or use of the Network Ring by non - governmental parties.
Governmental purposes shall include federal, state, county, city, township, school district
and other governmental entities. In the event the parties determine during the term of this
Agreement that they wish to make available to non- governinental parties one or more of
the fiber optic strands within the Network Ring, the parties may amend this Section
limiting use of the Network Ring to governmental parties by separate written agreement.
Term.
If the limitation on use of the Network Ring is modified, both the City and the County
must be permitted to allow use of the fiber optic strands reserved to them under this
Agreement by non - governmental parties.
Capacity limitations. The Network Ring will include 144 fiber optic strands. Thirty -six
(36) of the strands (25% of 144) shall be reserved exclusively for use by the County or as
may be directed by the County in compliance with this Agreement. If the City identifies
a future need and possible use of the County's unused Network strands, the County will
have the sole discretion to determine whether to make the unused strands available to the
City and on what terms such unused capacity would be made available. Fifty (50)
percent of the Network (non - lateral) strands used to connect City and County facilities
will be counted against the County's 36 Network strands. In the event the County
identifies a need for additional strands, the City may, in its sole discretion, reserve
additional strands for exclusive use by the County, or as directed by the County. Such
additional strands, if approved by the City, shall be made available to the County on the
same teens and conditions as provided for in this Agreement for the initial 36 strands,
including that the County first pay to the City a proportionate share of the original capital
costs for the additional strands provided to the County, along with any additional capital
costs relating to the additional strands that the County has not otherwise paid pursuant to
Section 3(b) of this Agreement. In the event the City identifies a need for additional
strands, the County may, in its reasonable discretion, convey back to the City one or more
of the strands reserved for the County pursuant to this Agreement. If approved by the
County, the strands shall be conveyed back to the City for use by the City on the same
terms and conditions as provided for in this Agreement and upon payment to the County
of a proportionate share of the original capital costs for the strands provided to the City,
along with any additional capital costs relating to the strands that the County may have
paid pursuant to Section 3(b) of tlus Agreement.
Initial Term and Renewal Ternis. This Agreement shall be in effect for an initial term of
20 years from the date hereof, and shall automatically renew each 5 years thereafter,
unless earlier terminated as provided herein.
Termination by County for Cause. The County may terminate this Agreement and its use
of the Network Ring for cause only as provided in Section 7(b) below or if the Network
Ring becomes inoperable for any reason for an aggregate period of 45 days or more
within any calendar year. The County shall provide written notice to the City of the
County's intent to terminate this Agreement for cause. Termination of the Agreement
shall be effective 30 days following receipt of the notice of termination for cause. The
Network Ring shall be deemed inoperable only if it goes completely out of service and
the County is unable to move any data over the Network Ring for a period of 72
consecutive hours or more. If the County terminates this Agreement for cause prior to
the end of the 20 year initial term hereof, the City shall return to the County 5 percent of
the county's capital contributions to the Network Ring for each -full year remaining on the
initial 20 -year term of this Agreement, along with any additional capital costs relating to
the Network Ring that the County may have paid pursuant to Section 3(d) of this
Agreement.
C. Termination by County Without Cause. The County shall have the right to terminate this
Agreement and its participation in the Network Ring at any time and for any reason.
11
Termination by County for any reason other than termination for cause under
Section 6(b) above shall be a termination without cause. Termination by the County
without cause shall be effective immediately upon receipt by the City of written notice
from the County of the termination, at which time the City shall have the right to
terminate the County's use of the Network Ring. The County shall remain liable to the
City for its 25 percent share of capital, operating, maintenance and repair costs incurred
up to the date of termination, but shall not be responsible for any costs incurred after the
effective date of the notice of termination. If this agreement is terminated pursuant to this
Section 6(c), the parties may enter into a subsequent agreement pursuant to which the
County would pay for capacity on the Network Ring at market rates. However, neither
party is obligated to enter into such an agreement.
d. Termination by the City for Cause. The City may terminate this Agreement and the
County's use of the Network Ring for cause on ninety (90) days' written notice if the
County is in breach of any term of this agreement and said breach has not been cured
within 30 days of receipt by the County of a written notice of the breach from the City.
e. Termination by the City Without Cause. The City may terminate this Agreement for any
reason without cause on one year written notice to the County. If the City tenninates this
Agreement without cause prior to the end of the 20 -year initial tern hereof, the City shall
return to County 5 percent of the County's capital contributions to the Network Ring for
each year remaining on the initial 20 -year tern.
7. Assignment.
Went.
By County. The County may not assign, transfer or delegate any of its rights or
obligations relating to the Network Ring under this Agreement either directly or
indirectly by any means, by operation of law or otherwise without the prior written
consent of the City. This provision shall not apply to assignment, transfer or delegation
or rights or obligations relating to the Lateral Connections owned and operated by the
County.
b. By City. For the first five full years of this Agreement, the City shall not assign, transfer
or delegate any of its rights or obligations under this Agreement either directly or
indirectly by any means, by operation of law or otherwise without the prior written
consent of the County. This provision shall not prevent the City from contracting or sub-
contracting for the necessary repair, maintenance or improvement of the Network Ring as
may be permitted or required by this Agreement. Following the first five years of the
Agreement, the City may assign its ownership of and /or its operation, maintenance or
repair responsibilities with respect to the Network Ring to a third party without the
County's consent, but only if said third party specifically agrees to be bound by the terms
of this Agreement. In the event the City assigns its ownership, operation or control of the
Network Ring to any third party at any time, the County may terminate this Agreement
for cause pursuant to Section 6(b).
Amendments. This Agreement contains all of the terms agreed to by the parties and any promise
or communications of any type not reflected in this Agreement are null and void. Any
amendments to this Agreement shall be in writing and shall be approved by the governing board
of each party.
9. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota.
10. Liability. Except as provided above, each party shall be responsible for any loss, damage or
injury to any person or property arising out its obligations under this Agreement. Each party
agrees to defend and indemnify the other party and its officers, employees and agents for any
claims arising from its performance or failure to perform its obligations under this Agreement.
Each party shall only be responsible for out of pocket costs to the other party. Each party waives
any claim for lost services, lost profits, indirect, consequential or special damages. Nothing in
this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to
which a party may be entitled under Minnesota Statutes, Chapter 466 or otherwise.
11. Insurance. Each party shall purchase liability insurance in the amount equal to or greater than the
maximum liability applicable to municipalities set forth in Minnesota Statutes, Chapter 466. This
requirement may be met through membership in a self - insurance pool. Each party shall name the
other party as an additional insured to the extent necessary to meet its obligations under this
agreement.
12. Dispute Resolution. If the parties cannot agree on any matter arising out of this Agreement, after
a reasonable period of good faith negotiations, not to exceed 45 days, they agree to engage a
qualified third party to mediate the disagreement, and share to the cost of the mediator on an
equal basis. The parties will work in good faith with the mediator to find an acceptable solution
and must reduce any settlement to writing. Any such agreement must be incorporated into and
made a part of this agreement. If a mediated agreement cannot be reached, each party has
available to it all rights in law or equity.
13. Entire Agreement. This Agreement sets forth the entire understanding of the parties.
14. Notices.
a. Notices to City. Payments made and notices given pursuant to the terms of this
Agreement to the City shall be addressed or delivered personally to:
City Administrator
City of Elk River
13065 Orono Parkway
Elk River, Minnesota 55330
Phone: (763) 635 -1200
Technical inquiries:
City IT Manager
City of Elk River
13065 Orono Parkway
Elk River, Minnesota 55330
Phone: (763) 635 -1250
C1l
b. Notices to County. Notices to the County shall be addressed to or delivered personally to
the County to:
City of Elk River
C
For Billing?, Invoicing or other Financials:
Sherburne County Administration
ATTN: County Administrator
13880 Business Center Drive
Elk River, MN 55330
Email: admin @co.sherburne.mn.us
Phone: (763) 765 -3001
For Technical Configuration and Service:
Sherburne County Information Services
ATTN: Information Services Director
13880 Business Center Drive
Elk River, MN 55330
Email: helpdesk .helpdesk @co.sherburne.nui.us
Phone: (763) 765 -3202
John J. Dietz, its Mayor
Tina Allard, its Clerk
7
Sherburne County
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664409.DOCX
b. Notices to County. Notices to the County shall be addressed to or delivered personally to
the County to:
City of Elk River
C
I:
For Billing, Invoicing or other Financials:
Sherburne County Administration
ATTN: County Administrator
13880 Business Center Drive
Elk River, MN 55330
Email: admin @co.sherburne.mn.us
Phone: (763) 765 -3001
For Technical Configuration and Service:
Sherburne County Information Services
ATTN: Information Services Director
13880 Business Center Drive
Elk River, MN 55330
Email: helpdesk .helpdesk @co.sherburne.mn.us
Phone: (763) 765 -3202
John J. Dietz, its Mayor
Tina Allard, its Clerk
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