03-14-2022 Council Packet - Laserfiche WebLink

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IV. GENERAL CONDITIONS A. Term of Agreement. This Agreement is effective when fully executed by the parties and expires December 31, 2022. B. Amendments. The terms of this Agreement may be changed only by execution of written amendment(s) signed by duly authorized officers of the parties to this Agreement. C. District Personnel. Kyle Axtell, or such other person as may be designated in writing by the District, will serve as the District's authorized representative and will assume primary responsibility for coordinating all services with the City. D. City Personnel. The City contract manager for purposes of administration of this Agreement is Michael Grochala ("City Contract Manager"), or such other person as may be designated in writing by the City. The City Contract Manager will be responsible for coordinating services under this Agreement. E. Equal Employment Opportunity; Affirmative Action. The City and the District agree to comply with all applicable laws relating to nondiscrimination and affirmative action. In particular, the City and the District agree not to discriminate against any employee, applicant for employment, or participant in this study because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local commission, disability, sexual orientation, or age; and further agree to take action to assure that applicants and employees are treated equally with respect to all aspects of employment, including rates of pay, selection for training, and other forms of compensation. F. Independent Relationship. No employee, representative, contractor or consultant of either party to this Agreement acts in any respect as the agent or representative of the other party. G. Liability. The District will have no role in managing the consultant's contract or directing the consultant. Neither party shall be liable for the acts or omissions of the other party or the other party's council or board members, employees or agents, and neither party by this Agreement is agreeing to be responsible for the acts or omissions of the other within the meaning of Minnesota Statutes §471.59, subdivision 1a(a). Nothing in this Agreement shall be deemed to be a waiver or limitation by either party of any applicable immunity, defense or liability limit under any law including, without limitation, Minnesota Statutes, section 3.736 (State Tort Claims) and chapter 466 (Municipal Tort Claims). H. Copyright. No reports or documents produced in whole or in part under this Agreement will be the subject of an application for or assertion of copyright by or on behalf of the City or District. Use of Work Products. The City and District may use and distribute, without restriction, the work products resulting from this Agreement, including but not limited to reports and documents. The City will ensure the consultant's contract stipulates that the raw model products produced by the Study will comply with the District's Hydrologic and Hydraulic Modeling Guidelines, dated February 23, 2022, found at Attachment C to this Agreement for incorporation into the District -wide model, and that the District has a perpetual, cost-free, non-exclusive right to use and distribute those model products. In addition, the City will provide for the consultant's contract to stipulate, and the City agrees, that the District has all ownership rights to any derivative products the District produces therefrom. 3