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HomeMy WebLinkAboutR-2024-052 Approving an Agreement w/the Mid-America Regional Council RESOLUTION NO. R-2024-052 A RESOLUTION APPROVING AN AGREEMENT WITH THE MID-AMERICA REGIONAL COUNCIL BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI,AS FOLLOWS: THAT the Board of Aldermen hereby approves the Agreement with Mid-America Regional Council, a copy of which is attached in its substantial form, and further authorizes the Mayor to execute the same on the City's behalf; FURTHER THAT the City Administrator and such other officials of the City may execute any other additional documents or take such other actions as are necessary,incidental or expedient to carry out the intent of the agreement approved and the authority granted herein. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside,Missouri,the 2 I Sfi day of , 2024. 4i Ma r Kathleen L. Rode :A'h'EST: Robin Kincaid, .ity Clerk -1- COST SHARING AGREEMENT This Cost Sharing Agreement (the "Agreement") is made effective as of this 18th day of April, 2024, by and between Mid-America Regional Council ("MARC") and the city of Riverside, MO (the "Participant"). WITNESSETH WHEREAS, the Kansas City Metropolitan Region Imagery Project (the "Project") is a project that involves the acquisition of orthophotography, (the "Orthos") and its corresponding metadata, and a Digital Elevation Model for areas in the Kansas City Metropolitan Region (the "Region"). The Project has been established by KC MetroGlS (the "Committee"), a committee of GIS professionals established by MARC; WHEREAS, the Committee has identified that an overall reduced cost will be achieved pursuant to economies of scale if the governmental agencies in the Region work together for a consolidated purchase of the Orthos where possible; WHEREAS, cost sharing measures have been applied to distribute the overall cost of the Orthos between the various agencies participating in the Project (the "Participating Agencies"); WHEREAS, The Committee determined that a sub-group of members will act as the steering committee (the "Imagery Workgroup") for the development of standards, selection of vendors and discussing issues relating to the Project, and that the Imagery Workgroup will be defined as: 1. Representatives from jurisdictions across the MARC region, including Leavenworth and Wyandotte Counties in Kansas, and Jackson, Platte and Clay Counties in Missouri. 2. Mid-America Regional Council WHEREAS, MARC is coordinating the contract and administration of the Project; and WHEREAS, this Agreement contains the key points that all Participating Agencies agree to in the preparation, distribution and payment of the Orthos that are acquired through the Project. NOW, THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound hereby, MARC and Participant agree as follows: 1. Services. Pursuant to the Contract for Professional Services (the "Contract") for Orthos, between MARC and Surdex Corporation, dated January 23, 2024, (the "Contractor"), included as Exhibit A and incorporated herein by reference, the Contractor and/or its subcontractors identified in Exhibit A will prepare the Orthos. MARC shall act as the 1 coordinating agency to administer the terms pursuant to this Agreement and the Contract. At all times, MARC shall act in the best interest of the Participating Agencies. 2. Payment for Services. As compensation for the Services provided by the Contractor for the benefit of Participant relating to the Orthos, the Participant agrees to pay an amount not to exceed $374.95 (the "Services Fee") to MARC. The amount is based on (a) an estimate of the number of Participating Agencies, (b) the cost matrix provided by the Contractor in their proposals, and (c) the sharing of services and area between participants. To cover the costs of contract management and administration, MARC is including an Administrative Fee to the Services Fee. The Services Fee shall be transferred to MARC within forty-five (45) days upon receipt of an invoice from MARC and the execution of this Agreement. The Services Fee will be kept by MARC in a designated fund that will be used to pay for the Orthos and any other expenses incurred by MARC pursuant to this Agreement or the Contract. In the event of a change in the number of Participating Agencies that agree to contribute to the Project after the execution of this Agreement, the Services Fee shall be recalculated and adjusted accordingly. At the conclusion of the Project, MARC will return to the Participant any remaining portion of the Services Fee not paid to the Contractor as provided in this Agreement. a. The Services Fee for the Participant, is the raw cost to fly the Orthos within the Participant requested area. A MARC Administrative Fee is included for all services. 3. Review and Approval of the Orthos. Each participating county, Kansas City Missouri, and members of the Imagery Workgroup, (collectively, the "Reviewers", and individually, a "Reviewer") shall review all Orthos relating to the Project. Each Reviewer will receive the Orthos within its jurisdictional boundaries directly from the Contractor. Each Ortho Reviewer will review the Orthos pursuant to their respective quality control procedures and coordinate between any Participating Agencies that have overlapping boundaries. Orthos that do not adhere to the quality standards described in the Contract or the quality control standards of the respective Reviewers will be handled according to the Contract. 4. Payments to Contractor. MARC will pay invoices from the Contractor for Services , rendered on a monthly basis, with ten (10) percent retained until all deliverables and services described in the Contract (the "Products") receive final approval from all of the Reviewers. Once a Reviewer completes its review and notifies the Contractor that all its respective Products are satisfactory, such Reviewer will also simultaneously notify MARC in writing. Once such notification has been received by MARC from all Reviewers, MARC will pay the retained amount in full to the Contractor within thirty (30) days. 5. Receipt of Images and Data. After final approval and receipt of the Orthos and any derivatives by each Reviewer, the Reviewer or MARC (if designated by the Participant) will deliver images to each Participating Agency within its boundaries according to a method agreed to by a majority of the Participating Agencies. 2 6. Ownership, Access and Distribution of Orthos. Each Participating Agency will have ownership of the Orthos and within their jurisdictional boundaries and for areas outside their boundaries for which they have also agreed to share costs with overlapping jurisdiction(s). In cases where Participating Agencies have overlapping boundaries, such Participating Agencies will jointly own the Orthos and will make a good faith effort to agree on a consistent price and criteria for selling or otherwise distributing the Orthos. Each Participating Agency will have access to the Orthos outside of their jurisdictional boundary for internal use only, but will not have ownership of such Orthos or be allowed to sell or otherwise distribute the Orthos in any manner, the only exceptions being those mentioned above where a participating agency agreed to share costs for areas outside their jurisdictional boundaries. The Participating Agencies may print a hard copy or PDF of any Orthos within their jurisdictional boundaries and may sell or otherwise distribute the Orthos according to each agency's currently adopted policy. Each Participating Agency will remain the point of distribution for the Orthos within its jurisdictional boundaries and may collect and retain any consideration from any sale or other distribution of such data. 7. MARC's Receipt and Use of Orthos. Participant agrees that MARC will receive a copy of the Orthos for use in its role as the Region's Metropolitan Planning Organization and Council of Governments. After each Reviewer gives final approval of its respective Orthos, MARC will receive a copy of that Reviewer's Orthos directly from the Contractor. MARC may print a hard copy or export a PDF or non-georeferenced JPEG of any Ortho within the Region and may sell or otherwise distribute according to its currently adopted policy; provided, however, that MARC will not sell or distribute digital copies of the original Orthos. MARC understands that it is the intent of this Agreement that each Participating Agency will remain the primary point of distribution for the Orthos within its jurisdictional boundaries. 8. Limitation of Liability. Participant hereby acknowledges that MARC is administering the Project for the purpose of providing a benefit to the Participating Agencies. To the extent permitted by law, PARTICIPANT HEREBY AGREES THAT MARC AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS OF ANY NATURE WHETHER SUCH CLAIMS ARE BASED ON WARRANTY, CONTRACT, NEGLIGENCE, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION, STATUTE, ANY OTHER CAUSE OR COMBINATION OF CAUSES, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CONTRACT OR THE SERVICES PROVIDED THEREUNDER. 9. Audit. If the parties disagree as to the determination of the Services Fee, they shall jointly retain an independent certified public accountant to make the determination, which shall be jointly binding on them. The parties shall split evenly the expenses of making the determination, except that if the accountant concludes that either party had been unreasonable, such party shall bear the full expense of the determination. 10. Inspection of Books. Each party shall permit the other, upon reasonable request, to inspect its books and records relevant to the determination of the Services Fee, the Orthos obtained and payments to the Contractors. 3 11. Termination and Modification. This Agreement shall terminate immediately upon: (a) the mutual consent of the parties; or (b) sixty (60) days' prior written notice by either party. 12. Settlement Upon Termination. No later than ten (10) days after the end of the month during which this Agreement is terminated for any reason, MARC shall deliver to Participant a final invoice setting forth any amount due hereunder or any refund due to Participant. Any amounts due and owing shall be paid to the other party within fifteen (15) days of the date of the final invoice. 13. Amendments. This Agreement may be amended only upon the parties' mutual written consent signed by the parties. 14. Assignment. This Agreement may not be assigned without the prior written consent of the other party. 15. Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Missouri (without regard to conflict of laws principles under which the laws of another state might apply). 16. Notices. All notices, statements or requests provided for hereunder shall be in writing or via email and shall be deemed to have been given when delivered by hand to an officer of the other party, or when deposited with the U.S. Postal Service, as certified or registered mail, postage prepaid, addressed: Notice to MARC: Mid-America Regional Council Attn:Jay Heermann 600 Broadway, Suite 200 Kansas City, Missouri 64105-1659 Notice t/o1 Participant: tie-- A-fin NNinaI EQ-A11 rn IV . 1`, ;9/1Li �K�v 1u-s J n1 f) &(14 ) or to such person or place as each party may designate, from time to time, by written notice sent as aforesaid. 17. Headings. The headings of the various paragraphs of this Agreement are for convenience only and shall be accorded no weight in the construction of this Agreement. 4 18. Entire Agreement. This Agreement, together with all Exhibits, constitutes the entire agreement between the parties, with respect to the rights established herein. 19. Severability. If any part of this Agreement is determined to be invalid, the validity of this Agreement shall not be affected, and the parties agree that all remaining parts shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers duly authorized to do so on this day of a1 ,2024. Mid-America Regional Council J By: • Titl . Executive Dire or Print Name: David A.Warm Date: 8/15/2024 City of Ri erside, MO By: Title: D Print Name: Q� Date: Vt.4 p�l�apo'► 5 18. Entire Agreement. This Agreement, together with all Exhibits, constitutes the entire agreement between the parties, with respect to the rights established herein. 19. Severability. If any part of this Agreement is determined to be invalid, the validity of this Agreement shall not be affected, and the parties agree that all remaining parts shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers duly authorized to do so on this day of , 2024. Mid-America Regional Council By: Title: Executive Director Print Name: David A. Warm Date: City of Ri erside, MO By: ; .I)- Title: D Print Name: Date: 'MA lA 5 EXHIBIT A Orthophotography Contract Attached to this Agreement by virtue of being included in the email correspondence titled, "Kansas City Regional Aerial Project 2024." 6