5.g) Staff Report-Document Delivery Agreement (Stantec) � t, �
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SCANDIA
Staff Report
Date of Meeting: July 16, 2013
To: City Council
From: Kristina Handt, City Administrator
Re: Document Delivery Agreement
Agenda Item #: S.g.)
Background:
Following the Council's vote to change engineering firms in March, staff began requesting electronic
documents of current files from Stantec. One of the most important pieces of information are the
base maps of the City. Since the contract with Stantec stated documents they created were their
property, a new agreement was drafted to allow for the transfer of information.
Issue:
Should the Council approve the Document Delivery Agreement?
Proposal Details:
A copy of the Document Delivery Agreement is included in your packet. It has been reviewed
by the City Attorney who noted no issues of concern.
Fiscal Impact:
The City will be billed for the actual time (1-2 hours)to gather the information and copy onto
CDs. Paying Stantec a couple hundred dollars to gather and compile the information is more cost
effective than requiring Bolton and Menk to recreate the information. Charges will fall within
budgeted amount for Engineering Services.
Options:
1) Approve Document Delivery Agreement
2) Amend and then Approve Document Delivery Agreement
3) Do not Approve Document Delivery Agreement
Recommendation:
Option 1.
DOCUMENT DELIVERYAGREEMENT
This Document Delivery Agreement("Agreement"), dated June 28, 2013,is agreed to by the
City of Scandia ("Owner") and made in favor of Stantec Consulting Services Inc. ("Stantec");
RECITALS
A. Owner and Stantec's predecessor,Bonestroo, Rosene, Anderlik&Associates,Inc.
entered into an Agreement for Engineering Services on May 20, 1997 and on April 17, 2012 (the
"Engineering Agreement"). Pursuant to Section 4.5 of the Engineering Agreement, all drawings,
specifications and other work product of Stantec created pursuant to the Engineering Agreement
rernain the property of Stantec.
B. Owner has requested that Stantec deliver to Owner copies of various documents owned
by Stantec that were created pursuant to the Engineering Agreement. Stantec is willing to
deliver some of the documents, provided Owner agrees to the terms and conditions set forth in
this Agreement.
Therefore,the parties agree as follows:
1. In consideration for Owner's full compliance with the terms of this Agreement,Stantec
will provide Owner with certain documents prepared by Stantec (or its predecessor)pursuant to
the Engineering Agreement and which are owned by Stantec. The documents that are the subject
of this Agreement are listed on Exhibit"A" at the end of this Agreement and are called the
"Documents"in this Agreement. It is agreed that the Documents shall not include actual
electronic files, drawing files or electronic modeling data, and will be fumished in PDF format,
except as noted.
2. Prior to delivery of the Documents, Owner shall pay Stantec's reasonable estimate of the
costs for time compiling andlor copying of the Documents.
3. In consideration of 5tantec providing the Documents to Owner, Owner agrees as follows:
a. Owner will use the Documents only for its internal use. Owner further agrees that
it will not resell or redisuibute the Documents to any person other than it's City Engineer nor
will Owner use them for any other purpose. Owner agrees to protect the Documents from any
other person's use or distribution inconsistent with this Agreement.
b. Stantec is providing the Documents for Owner's convenience and does not
represent or warrant that the information contained therein is accurate or complete or that Owner
can use the Documents for the purpose intended. It is agreed that Stantec is not providing the
Documents for any construction purpose nor for the compliance with any law,regulation or code
and that Stantec is not providing any professional services in supplying the Documents. It is
further agreed that the Documents do not constitute a good or product and Stantec is not
providing any warranty,either express or implied. It is understood that the Documents are
Stantec's instruments of service and that the Documents aze not as-built or as-recorded
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documents and do not represent actual constructed conditions except as noted. Owner assumes
all responsibility for electronic format translation to other formats, and for transfer and storage of
data, and will verify a11 data received from Stantec. Owner is responsible to verify all existing
conditions and to prepare its own documents as necessary for its project(s).
c. Owner hereby agrees to defend,indemnify and hold Stantec and its successors,
affiliates and consultants, and their officers, employees and agents, harmless from and against
any and all claims,threats, suits,penalties, liabilities,costs and expenses (including, without
limitation, legal fees, costs and disbursements)incurred, suffered or expended by or threatened
against Stantec by reason of Owner's or the Owner's City Engineer's use of the Documents,
including any claim of copyright infringement, personal injury,property damage or costs to
Owner's project or any other type of claim, and this obligation shall apply to any and all clairns
however asserted, including claims of breach of contract,breach of warranty,negligence,
misrepresentation or other tort,or otherwise.
City of Scandia,Minnesota Stantec Consulting Services Inc.
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EXHIBIT A
Documents
1. Scandia Base Map(s) -AutoCAD DWG Files
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