Attachment A
JOINT POWERS AGREEMENT WITH STATE OF MINNESOTA
FOR DEVELOPMENT OF OPTICAL FIBER NETWORK
This agreement is between the State of Minnesota (State), acting through its Office of Enterprise Technology ("OET") and the County of Dakota (“County”) referred to as the “Parties.” The Parties are governmental units of the State of Minnesota.
1. General Purpose
Dakota County (County) and the Minnesota Office of Enterprise Technology (OET) are working cooperatively on a number of fiber based network projects. The current project is working with Independent School District 196 (ISD 196) to establish a fiber optic infrastructure throughout the south metro area. In concept, County will make available to OET several optical fibers in the ISD 196 cable for the purpose of establishing a shared high-speed digital network connecting to the state network. This document outlines the services and facilities provided by each party.
2. Term of Agreement
The term of this Agreement shall commence on the Effective date of October 1, 2007, or the date the State obtains all required signatures under Minnesota Statutes Section 16C.05, subdivision 2, whichever is later, and shall remain in full force and effect until the Expiration date of Twenty years after the Effective Date, or unless terminated by the Parties as provided in this Agreement, whichever occurs first.
3. Agreement between the Parties
OET and County hereby enter into this Agreement pursuant to Minn. Stat. §471.59 to enable the Parties to construct, manage and share a high-speed digital fiber optic communications network (Network) on the fiber optic infrastructure for the purpose of delivering communications services among their respective institutional sites, as more fully described below. References to fiber segments are to specified portions of optical fiber routes in the Network hereby created by this Agreement and which is described in Attachment A, attached hereto and incorporated herein by reference. Additional locations or fiber segments may be added to the Network subsequently by written amendment to this Agreement.
3.1 OET will:
· Have use of one pair of fibers on which to operate the Network plus one additional pair for redundancy in the following route segments and as illustrated in Attachment A:
o Alternate #3 (full ring)
o Alternate #8 (DCTC)
o Alternate #7 (Empire Highway Shop)
o Alternate #28 (North Trail)
o Alternate #29 (Oak Hills)
o Alternate #34 (SES)
o Farmington to Lakeville fiber in ISD 192 cable
· Have access to necessary County equipment rooms or closets and associated environmental systems and power in the Dakota County Western Service Center (WSC), Northern Service Center (NSC) and the Hastings Government Center (GSC) for Network equipment.
· Have use of optical fibers provided to County by Comcast from the GSC to the NSC as long as this service is active.
· Design, provide, install, maintain and manage at its own cost the network equipment as provided in Section 5 below to establish a shared high-speed digital network on the fiber optic infrastructure.
· Provide 24 X 7 remote monitoring of the Network integrity to ensure continuous operation and report any fiber failures to the appropriate parties.
· Provide the County with access connections to the Network equipment at County locations located on the fiber infrastructure.
· Provide to County access to optical fibers owned by other public sector organizations necessary to connect the following locations to the Network:
o Heritage Library/License Center
o Farmington Library
o Farmington Extension Building
o Dakota County Technical College
· Provide an alternate route high speed connection from the WSC to the NSC through the MNET hub at the Centennial Office Building (COB) as long as the underlying Comcast service is made available to OET.
· Reimburse County for 50 percent of the cost for Alternate #8 in Attachment A.
· Reimburse County for 50 percentof the County’s ongoing share of fiber maintenance costs for County’s optical fibers in the Network.
· Reimburse County for the costs of satisfactory completion of fiber connections from Hastings City Hall to the Dakota County Government Center
3.2 County will:
· Make the fiber facilities listed above available to OET.
· Provide to OET space for the Network equipment at the WSC, NSC and GSC.
· Provide to OET access and use of a shared DS3 from Hastings City Hall to the GSC.
· Provide to OET access and use of a shared DS3 from West St Paul City Hall to the NSC.
· Provide to OET access and use of a shared DS3 from Apple Valley City Hall to the WSC.
· Provide for OET use two pairs of fibers from Hastings City Hall to the Dakota County Government Center
4. Payment
Payments and reimbursements between Parties will follow each Party’s applicable payment policies and laws. Unless provided otherwise in this Agreement, each Party shall pay all of the costs for its own equipment in the Network.
5. Network Development, Design, Operation And Management
OET will design the Network and install and manage the electronic devices needed to make the Network operational. The parties shall use all reasonable efforts to ensure that the optical fiber facilities in the Network are maintained at a level sufficiently reliable to enable the Network to remain fully functional. The Network as initially installed is shown in Attachment B.
6. Liaisons
To assist the Parties in the day-to-day performance of this Agreement, to ensure compliance with the specifications, terms and conditions, and provide ongoing consultation, liaisons shall be designated by the Parties. The Parties shall inform the others, in writing, of any change in the designated liaison. At the time of execution of this Agreement the following persons are the designated liaisons:
The State's Liaison is:
Jim E.Johnson
Director of Network and Telecommunications Services
Minnesota Office of Enterprise Technology
658 Cedar St
St Paul, Minnesota 55155
651.201.1016
The County’s Liaison is:
David Asp
Information Technology Data Network Specialist
Dakota County
1590 Highway 55
Hastings, MN 55033
651.438.4271
7. Assignment, Amendments, Waiver, and Contract Complete
7.1 Assignment. Neither Party may assign or transfer any rights or obligations under this Agreement without the prior consent of the other Party and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Agreement, or their successors in office.
7.2 Amendments. Any amendment to this Agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Agreement, or their successors in office.
7.3 Waiver. If either Party fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it.
7.4 Contract Complete. This Agreement contains all negotiations and agreements between the Parties. No other understanding regarding this Agreement, whether written or oral, may be used to bind any party.
8. Liability and Insurance
Each Party to this Agreement shall be liable for the acts of their own agents, volunteers or employees and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other Party, its agents, volunteers or employees.
It is understood and agreed that liability and damages arising from the Parties’ acts and omissions are governed by the provisions of the municipal Tort Claims Act, Minn. Stat. Ch. 466, the Minnesota Tort Claims Act, Minn. Stat. §3.736, as applicable, and other applicable laws. Each Party warrants that the Party is able to comply with the aforementioned indemnity requirements through an insurance or self-insurance program and that each has minimum coverage consistent with the liability limits contained in Minn. Stat. Ch. 466 or Minn. Stat. §3.736, as applicable.
This agreement as to liabilities does not constitute a waiver by any Party of the exclusions and limitations on liability provided to a Party by Minnesota Statutes, Chapter 466, Minnesota Statutes § 3.736, The Minnesota Constitution, or other applicable law. This clause will not be construed to bar any legal remedies that each party may have for the other's failure to fulfill its obligations under this Agreement.
9. State Audits
Under Minnesota Stat. § 16C.05, subd. 5, each Party’s books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this Agreement.
10. Government Data Practices
The Parties must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by each Party under this Agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by any Party under this Agreement. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by any Party.
If either Party receives a request to release data referred to in this Clause that was received by the Party receiving the request from another Party, the Party receiving the request to release the data must immediately notify the Party from whom the data originated. The originating Party will give the Party receiving the request to release the data instructions concerning the release of the data to the requesting party before the data is released.
11. Venue
Venue for all legal proceedings out of this Agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in either Dakota or Ramsey County, Minnesota.
12. Termination
12.1 Termination. This Agreement may be terminated by either Party, with or without cause, at any time after two (2) years after the Effective Date upon 180 days written notice of intent to terminate to the other Parties.
12.2 Termination for Insufficient Funding. OET may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment for or provision of the services or other obligations covered herein. Termination must be by written or fax notice to the other Parties. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the other Party will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. OET will not be assessed any penalty if the Agreement is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. OET must provide the County notice of the lack of funding within a reasonable time of OET’s receiving that notice.
12.3 Termination by County – Lack of Funding. The County may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies, its available revenues from taxes and fees, or other funding source, or if its funding cannot be continued at a level sufficient to allow payment of the amounts due under this Agreement. The County is not obligated to pay for any services that are provided after written notice of termination for lack of funding. However, OET will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The County will not be assessed any penalty or damages if this Agreement is terminated due to lack of funding. The County must provide OET notice of the lack of funding within a reasonable time of the County’s receiving that notice. Written notice of termination sent by the County to OET by facsimile is sufficient notice under the terms of this Agreement.
12.4 Ownership. At the end of the term of this Agreement or upon its termination the parties will continue to own all sections of fiber optic cable that they presently own and the State will own the electronic devices it installed pursuant to this Agreement.
13. Miscellaneous Provisions
Except as otherwise provided herein, this Agreement may be amended by written consent of all Parties. The addition of a new Party to this Agreement shall require a written amendment approved by all Parties.
Should any provision of this Agreement be found unlawful, the other provisions of this Agreement shall remain in full force and effect if by doing so the purposes of this Agreement, taken as a whole, can be made effective. Should any such provision be found unlawful, in whole or in part, representatives of the Parties shall meet for the purpose of arriving at an agreement on a lawful provision to replace the unlawful provision. The newly agreed upon provision or amendment must be approved by the governing body of each Party.
The State of Minnesota, acting through its Office of Enterprise Technology and the County of Dakota, hereby grant each other mutual continuing Licenses for access to their respective property as reasonably needed from time to time, for the installation, maintenance and repair of the network, which Licenses shall remain in effect for the duration of this Agreement.
The Parties shall abide by all Federal, State and local laws, statutes, ordinances, rules and regulations now in effect or hereinafter adopted pertaining to this Agreement and to the facilities, programs and staff for which each Party is responsible.
IN WITNESS WHEREOF, the undersigned governmental units have caused this Agreement to be executed by its duly authorized officers.
STATE OF MINNESOTA
Office of Enterprise Technology
By: ______
______
Print Name and Title
Date of signature: ______
DAKOTA COUNTY Approved by Dakota County Board
Resolution No.
By: ______
Brandt Richardson, County Administrator Approved as to form:
Date of signature:______
ASSISTANT DAKOTA COUNTY ATTORNEY/DATE
Contract No.
K/K06-215 OET-County JPA 7-6-07
Distribution:
State
County
Attachment A
Attachment B
OET-Dakota County 8-10-2007 1