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HomeMy WebLinkAbout[05d] Bike Share Program Council Agenda Item 5d MEETING DATE: October 21, 2019 AGENDA ITEM: Bike Share Program Agreement SUBMITTED BY: Community Development BOARD/COMMISSION/COMMITTEE RECOMMENDATION: Staff recommends approval of the bike share program agreement between the Cities of St. Joseph and Waite Park. PREVIOUS COUNCIL ACTION: On April 1, 2019, the City Council approved a joint grant application from the Cities of St. Joseph and Waite Park to Stearns County Public Health for a bike share st system. The Statewide Health Improvement Program (SHIP) grant was awarded and on July 1, 2019, the City Council accepted the SHIP grant award and agreement with Stearns County. On August 5, 2019, the City Council approved the purchase of the bike share system from Dynamic Bicycles, Inc. BACKGROUND INFORMATION: Given the bike share program is a partnership which will be operated by the Cities of St. Joseph and Waite Park, it is appropriate to have an agreement between our jurisdictions. Both legal counsels from our respective cities have reviewed the bike share program agreement. ATTACHMENTS: Request for Council Action Bike Share Program Agreement REQUESTED COUNCIL ACTION: Approve the Bike Share Program Agreement between the Cities of St. Joseph and Waite Park authorizing the Mayor and Administrator to execute agreement. Thispageintentionally leftblank Agreement Between City of Waite Park, Minnesota and City of St. Joseph for Purchase and Sharing of a Bike Share Program This agreement (“Agreement”) is made and entered into this day of October, 2019, by and between the City of Waite Park, Minnesota (“Waite Park”) and the City of St. Joseph, (“St. Joseph”), Minnesota. Waite Park and St. Joseph are referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS, both Parties have regional bike trails throughout their respective communities that connect the two Parties together; and WHEREAS, the Parties both desire to encourage and enhance healthy recreational opportunities for members of the public; and WHEREAS, the Parties agree that jointly providing a bike share program (“Bike Share Program”) promotes the cost-effective and efficient use of public resources; and WHEREAS, the Parties jointly applied and received funding from the Statewide Health Improvement Program (SHIP) in the amount of $8,800 and have agreed to jointly fund any additional costs associated with the purchase of the Bike Share Program equipment and software; and WHEREAS, the Parties desire to enter into an agreement to jointly purchase the Bike Share Program equipment and software, establish procedures for sharing the Bike Share Program equipment and software, and define their legal relationship and responsibilities; and WHEREAS, the Parties are authorized to jointly and cooperatively exercise their powers pursuant to the provisions of Minnesota Statutes, Section 471.59. NOW, THEREFORE, in consideration of the mutual promises contained herein, it is mutually agreed between the Parties as follows: I. Equipment. The Parties agree to jointly purchase the following pieces of equipment from Dynamic Bicycles, Inc. (the “Seller’): On Bike Share System including: *10 OBS-7 Bicycles *10 Bluetooth Electronic Locking System *16 Docking Racks *Rider App for IOS and Android *Administration Software *Premium Branding *Anti-theft Kit II. Cost of Equipment. The total cost of the Bike Share Program after the proceeds of 10/16/2019 Purchase and Sharing Equipment Between Cities of Waite Park and St. Joseph Page 1 the SHIP Grant have been applied including any taxes and delivery is $7,250.00. Each Party shall pay the Seller one-half of the cost. The Parties agree to comply with all applicable public contracting laws. II. Term. This Agreement will be in force for a period of 2 years from its Effective Date. This Agreement will automatically renew for subsequent one-year terms unless either Party provides the other Party written notice to withdrawal as set forth below. On or before the expiration of this Agreement the Parties will determine whether to retain or dispose of the Bike Share Program Software and Equipment. The Parties agree to work in good faith to reach agreement on an equitable division or sale of the Bike Share Program Software and Equipment in accordance with the disposition provisions set forth in Article XII. III. Fees, Fiscal Agent, and Budgets. The Parties intend to collect a rental fee ($1/hr) to cover the costs associated with maintaining the Bike Share Program equipment and software. The City of St. Joseph agrees to be the fiscal agent responsible for collecting the fees, paying invoices, and billing out necessary costs to the City of Waite Park as described in this Agreement. The Parties agree to review annually, through their City Administrators, or designees, the revenues and expenditures and to recommend any budgetary changes related to this program to their respective City Councils. IV. Cooperative Use of Equipment. The Parties, through their Public Works Directors, or designees, shall work collectively to install the equipment and software necessary to operate the Bike Share Program. Neither Party shall lease, rent, loan, or otherwise permit the Bike Share Program equipment and software to be used by anyone who is not a party to this Agreement without the written consent of the other Party. V. Repairs and Maintenance. A. Non-Party Repairs and Maintenance. All costs paid to non-parties to repair and maintain the equipment shall be borne equally by both Parties. Each Party shall pay one-half the cost to such vendor or reimburse the other Party if all the cost is paid by one Party. Any repair and maintenance costs in excess of $1,000 must first be approved by both Parties. B. Routine Maintenance by Party. Each Party, at its own expense, shall perform routine maintenance on the Bike Share Program equipment while the equipment is in its possession. Routine maintenance shall include ensuring all equipment is working properly and also cleaning. Any repairs needed will be determined by Public Works Directors, or their designee, as to what vendor should be contacted to assist. C. Records. Each Party shall maintain written records of all maintenance which shall be open to inspection by the other Party. VI. Storage and Transportation. 10/16/2019 Purchase and Sharing Equipment Between Cities of Waite Park and St. Joseph Page 2 A. Storage. Each Party shall be responsible for securely storing the Bike Share Program equipment in a safe, enclosed location while in that Party’s possession and not in use. B. Transportation. Each Party shall be responsible for transporting and installing the Bike Share Program equipment within its city. VII. Insurance. The Parties shall maintain the following insurance coverages. A. Property Insurance. St. Joseph shall insure the Bike Share Program equipment and software for its replacement cost. Waite Park shall reimburse St. Joseph for one- half of the cost of such insurance. Both Parties shall be listed as loss payees. Any deductible shall be borne equally by both Parties. Any insurance proceeds shall be used to repair or replace the Bike Share Program equipment and/or software or divided equally by the Parties. B. Liability Insurance. Both Parties shall maintain liability insurance covering their use of the Bike Share Program equipment. The Parties shall name the other Party as an additional insured for purposes of liability claims that may arise under this Agreement. The Parties agree to maintain liability coverage for at least three years following the termination of this Agreement. VIII. Indemnification. A. Hold Harmless. Each Party shall be liable for its own acts to the extent provided by law and hereby agrees to defend, indemnify and hold harmless other Party, and its officers, employees and agents, against any and all liability, loss, costs, damages, expenses, claims or actions, including reasonable attorneys’ fees, which the other Party may hereafter sustain, incur or be required to pay, arising out of or by reason of any act or omission of the indemnifying Party, and its officers, employees or agents, in the execution or performance or failure to adequately perform its obligations pursuant to this Agreement. Nothing in this Agreement shall require a Party to defend, indemnify or hold harmless the other Party for the other Party’s own acts or omissions. B. Liability Limits. It is understood and agreed that the Parties’ liability shall be limited by the provisions of Minnesota Statutes, chapter 466, and/or other applicable law. The hold harmless provision of this Agreement does not constitute a waiver by any Party of any limitations on liability provided under Minnesota Statutes, section 466.04, as amended. To the fullest extent permitted by law, actions by the Parties pursuant to this Agreement are intended to be and shall be construed as a “cooperative activity” and it is the intent of the Parties that they shall be deemed a “single governmental unit” for the purposes of liability, all as set forth in Minnesota Statutes, section 471.59, subdivision 1a(a) as amended. Each Party to this Agreement expressly declines responsibility for the acts or omissions of the other Party. Each Party agrees to promptly notify the other Party if it knows or becomes aware of any facts or allegations reasonably giving rise to actual or potential liability, claims, causes of action, judgments, damages, losses, 10/16/2019 Purchase and Sharing Equipment Between Cities of Waite Park and St. Joseph Page 3 costs or expenses, involving or reasonably likely to involve the other Party, and arising out of acts or omissions related to this Agreement. IX. Dispute Resolution. The Parties agree that their Public Works Directors, or designees, shall meet informally to resolve any disputes. If a mutual resolution cannot be reached, the Parties shall select an independent mediator to resolve the dispute and shall equally share in the mediator’s fees. X. Withdrawal. A Party may withdrawal from this Agreement upon 6 months’ written notice given to the other Party. Only the governing body of a Party may decide to withdrawal from this Agreement. Following the notice period, the Bike Share Program equipment and software shall be sold at its fair market value in a manner consistent with state law. The proceeds from such a sale shall be divided equally between the Parties. In the alternative, the non-withdrawing Party may pay to the withdrawing Party an amount equal to 50% of the fair market value of the equipment and the non-withdrawing party may then keep the Bike Share Program equipment and software. XI. Disposition of Bike Share Equipment and Software. Both Parties may agree to dispose of the Bike Share equipment and software at any time. If the Bike Share Program equipment and software is sold or traded in on a new piece of equipment, each Party shall be entitled to 50% of the proceeds less any selling expenses or 50% of the trade-in value. A Party may elect to purchase the other Party’s interest in the Bike Share Program equipment and software by paying 50% of the value of the Bike Share Program. If the parties cannot agree on a value, the value shall be determined by dealer appraisal selected by mutual agreement of the Parties. XII. General Provisions. A. Entire Agreement. This Agreement supersedes any prior or contemporaneous representations or agreements, whether written or oral, between the Parties and contains the entire Agreement. B. Amendments. Any modification or amendment to this Agreement shall require a written agreement signed by both Parties. C. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota. All proceedings related to this Agreement shall be venued in Stearns County, Minnesota. D. Government Data/Privacy. Each Party, its employees, officials and agents, agree to abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality, and as any of the same may be amended. 10/16/2019 Purchase and Sharing Equipment Between Cities of Waite Park and St. Joseph Page 4 E. Waiver. The waiver by either Party of any breach or failure to comply with any provision of this Agreement by the other Party shall not be construed as, or constitute a continuing waiver of such provision or a waiver of any other breach of or failure to comply with any other provision of this Agreement. F. Notices. All notices and other communications pursuant to this Agreement must be in writing and must be given by registered or certified mail, postage prepaid, or delivered by hand at the addresses set forth below: City of Waite Park th 19 13 Avenue Waite Park, MN 56387 City of St. Joseph 75 Callaway Street East St. Joseph, MN 56374 G. Savings Clause. If any court finds any portion of this Agreement to be contrary to law, invalid, or unenforceable, the remainder of the Agreement will remain in full force and effect. H. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, and which taken together shall be deemed to be one and the same document. I. Effective Date. This Agreement is effective on the date last executed by one of the Parties below. IN WITNESS WHEREOF, the City of Waite Park has caused this Agreement to be signed by its Mayor and City Administrator. Dated: CITY OF WAITE PARK, MINNESOTA By: ________________________________ and Its Mayor By: _________________________ Its City Administrator IN WITNESS WHEREOF, the City of St. Joseph has caused this Agreement to be signed by its Mayor and City Administrator. Dated: 10/16/2019 Purchase and Sharing Equipment Between Cities of Waite Park and St. Joseph Page 5 CITY OF ST. JOSEPH, MINNESOTA By: ________________________________ and Its Mayor By: _________________________ Its City Administrator 10/16/2019 Purchase and Sharing Equipment Between Cities of Waite Park and St. Joseph Page 6