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HomeMy WebLinkAboutCity Council Resolution 1996-698• CITY OF PLYMOUTH RESOLUTION 96- 698 Approving Second Amendment to Joint Powers Agreement with Independent School District 284 for the Design, Construction, Operation, Maintenance and Use of a Gymnasium Addition to Wayzata High School, and Authorize the Mayor and City Manager to Execute the Agreement WHEREAS, the City's youth sports task force reviewed facility needs for the next ten years, and completed its work in November of 1995, and WHEREAS, the final report of the task force identified a need for four additional gym courts to meet existing and future needs, and WHEREAS, the City has approved a tax increment financing plan on November 20, 1996, making $700,000 available for a joint use recreational facility with Wayzata School District. and WHEREAS, staff has negotiated a joint use agreement with Independent School District 284 officials to accomplish these objectives, NOW, THEREFORE, BE IT RESOLVED BY THE PLYMOUTH CITY COUNCIL that the attached second amendment to the joint powers agreement with School District 284 is hereby approved, and that the Mayor and City Manager are authorized to execute it on behalf of the City. Adopted by the City Council on December 18, 1996 J y SECOND AMENDED JOINT POWERS AGREEMENT THIS AGREEMENT is entered into as of this day of , 19969 between the City of Plymouth, a Minnesota municipal corporation ("City") and Independent School District No. 284, a governmental subdivision of the State of Minnesota ("District"). RECITALS: City and District have a common interest in the development of a combination park and school complex on certain property consisting of approximately 161 acres located at the northwest quadrant of Peony Lane and the CP Rail right-of-way in Plymouth, Hennepin County, Minnesota legally described on Exhibit A and depicted on Exhibit B (the "Site"). Suitable land for either a park or a school building is relatively scarce in the community served by the City and the District. City and District could realize substantial capital savings by joint development of such improvements on adjacent land because among other things, certain portions of the improvements can be shared and used jointly by the City and the District. For similar reasons, there is the likelihood of some savings in operating costs becausa of the shared facilities and because of the opportunity for using single source providers and cooperation in some operations. City and District also recognize that they have a common interest in the development and use of additional gymnasium space at the Site. City has approved a tax increment plan identifying certain funds for joint recreational projects between the City and its School Districts. City approved resolution 96-98 on February 7, 1996 conceptually approving a payment of $700,000 to DIstrict for the construction of "recreation facilities that will jointly benefit the School District and the City, subject to a written agreement on the uses of the funds." City and the District find that additional gymnasium facilities will benefit both the District and the City. The fAcilities can be provided more efficiently and ecoi).omically through cooperation of the parties. 4396UM 12/6/96 TNS • u The City and District have entered into an Original Joint Powers Agreement dated (the "Original Agreement") and a First Amendment to the Original Agreement dated (the "First Amendment"). The parties wish to amend the Original Agreement by restatement and preserve the effectiveness of the First Amendment as an amendment to the restated Original Agreement. NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby amend and restate the Original Agreement to read as follows, subject to the First Amendment. 1. Purpose. The purpose of this Agreement is to create a cooperative framework in which the City and the District may achieve significant capital and operational savings by acquiring, developing and maintaining athletic, recreational and ancillary facilities that may be shared by the City and the District for the mutual use, enjoyment, education and welfare of their respective constituencies. It is anticipated that mutually beneficial and detailed operational agreements will be created by the parties as such facilities are developed in order to achieve the aforesaid purpose. 2. Land Acquisition and Division. On or before August 15, 1995 District shall convey the real estate denoted on Exhibit C as "District Exchange Parcel" to City and City shall convey the real estate denoted on Exhibit C as "Cita Exchange Parcel" to District pursuant to the terms and conditions set forth in a Real Estate Exchange Agreement of even date herewith between District and City. Such Real Estate Exchange Agreement shall provide that subject to the terms and conditions of such agreement the City shall exchange the acreage which its owns within the School Site for an identical ainount of acreage owned by the District within the Park Site. In addition, the City shall purchase the remaining acreage owned by the District within the Park Site, for $496,712.77 cash or collected funds at Closing. The parties shall cooperate in attempting to close such transactions on or before August 15, 1995. It is the intent of the parties that if the City adds to the Park Site by acquiring real estate adjacent to the Site and developing such real estate for recreational and athletic use, su•:h real estate shall be subject to the provisions of this joint powers agreement relating co shared use and maintenance. 3. Pl_ aWing of Site. District and City have planned the Site to be developed in accordance with the i nprovements depicted on Exhibit B ("Amended Site Plan"). The District agrees to use its best efforts to develop that portion of the Site owned by the District ("School Site") substantially in accordance with the Sitt Plan and to 4396E.0iC 12/6/96 TK8 2 • complete such developmCnt on or before September 1, 1997, provided that the District shall construct a smaller sized parking lot and shall not construct the stadium or fieldhouse until or unless adequate funds are available. The City agrees to use its best efforts to develop that portion of the Site owned by Jle City ("Park Site") substantially in accordance with the Site Plan and to complete such development on or before September 1. 1997, provided that the City shall not construct the field lighting hockey rink, warming house, or children's playground until or unless adequate fiords are available. The parties shall cooperate in the design of the athletic and recreation facilities on their respective sites and, in designing the facilities, shall take into consideration the particular program needs of both parties. However, neither parry shall be obligated to design or construct on their respective site a facility necessary to meet the particular needs or obligations of the other party. Each party agrees to notify the other party as to changes such party desires to make to the Site Plan prior to constructing such changes. Each party agrees to provide the other party adequate time to review any such change that is material and adequate opportunity to discuss such material change with the party making the change prior to the construction of such change. A "material change" is a change I the nature of an improvement which would have the effect of significantly decreasing the utility of the improvement to either party or of decreasing the number of fields or facilities devoted to any particular type of athletic or recreational activity. The parties recognize that the definition of "material change" can be subjective in part and agree to involve the other party in discussions concerning such changes if it is not clear whether or not a change is material. 4. Restriction on Use. After completion of initial development the parties agree to maintain the use of all athletic and recreation.-' facilities as athletic and recreation facilities for a period of thirty years in accordance with a declaration of restrictive covenants (the "Declaration") of even date herewith. Each party shall have the right to change the nature of any field c,r facility to accommodate different recreational or athletic needs, as such party deems reasonable and prudent, provided that neither party shall make any such change without first giving the other party twelve month's prior notice of the commencement of construction of such change. The parties acknowledge the need to provide such notice in order to give the other party adequate time to locate and/or develop replacement fields and to reschedule events. 5. Richt of Firs, Refusal. Each parry gives the other party a right of first refusal to purchase that portion of the Site and any additions thereto owned and developed for athletic recreational use by such party in accordance with the terms and 4396E.01C 12/6/96 TMS 3 rII conditions of rights of first refusal between the District and the City of even date herewith ("Rights of First Refusal"). ( 6. City b Ut ovements. The City agrees to construct certain improvements on or before Septera'.)er 1, 1997, including without limitation a bridge on Peony Lane over the railroad in accordance with Section 11 herein, sanitary sewer, storm sewer, Peony Lane street improvements and water laterals necessary for the District's construction of it high school. The District agrees to pay park dedication fees in accordance with Exhibit D. The District agrees to pay assessments in accordance with Exhibit D which shall give the District the option of paying such costs prior to the completion of construction of the schooi project or over a term of at least ten (10) years with interest acrtming at the rate of eight (8%) percent. The City agrees to pay costs in accordance with Exhibit D. The City agrees to pro%ide District with access to and from the Site during times that the Site is under construction and Peony Lane is under construction or otherwise unavailable to provide ingress or egress to the Site. The City will use its best efforts to maintain such access from Highway 55, but th, : parties recognize that the City does not control Highway 55 and cannot guarantee such access. The District agrees to cause its contractors to maintain the current condition of Peony Lane during the construction of the School Site, provided District shall not be responsible for maintenance of damage caused by City construction or construction projects of other developers near to the Site. 7. District Improygments. The District agrees to cruse all excavation and rough grading to be accomplished on the Site pursuant to excavation and grading plans mutually acceptable to the parties. City agrees to reimburse District for the estimated cost of excavating, fulling and grading the Park Site based on the actual amount of cubic yards moved and imported or exported. In the event there is a material disparity in the per acre excavation, fill, and grading costs for the Park Site and School Site which reflects the nature of the land rather than the intensity of the District's construction, the parties will equitably adjust such costs so that neither party's costs will be significantly affected by the location of their Site as compared with the other party's site. 8. Shared Facilities, District shall permit the City and its employees, agents and invitees to use the School Site parking lot and internal roadway system for ingress and egress to such parking lot and to the Park Site subject to the District's reasonable rules and regulations. District shall also permit the City and its employees, agents and invitees to use District's athletic and recreational fields on the School Site subject to the District's rules and regulations and subject to a scheduling priority for 4396E.01C 12/6/94 TMS 4 L District's events. City shp:ll permit District, its employees, agents and invitees to use City's athletic and recreationai fields on the park Site subject to the City's rules and regulations and subject to a scheduling priority for City's events. The parties agree to cooperate in advance scheduling of fields and for purposes of scheduling priority recognize that the City's recreational and athletic programs are primarily in the summer and the District's recreational and athletic programs are primarily in the spring and fall. The District shall provide City with the first right, after school activity priorities, to schedule one gymnasium station at the facility at 305 Vicksberg Lane North in addition to the current hours permitted to the City in school year 94-95 through the Community Education Department per Exhibit E. This right shall be ' applicable seven days a week for the entire calendar year. The City shall pay the District for any marginal oper.ting costs, i.e., costs incurred by the District which would not be incurred except for the City's use of the gymnasium station. A gymnasium station shall be of a size to adequately contain a full basketball court or full volleyball court. If the District charges fees for the City's use of the District's facilities subject to this agreement, it shall charge such fees to all City invitees uniformly without discrimination based on the school district within which the invitee resides. If the City charges fees for the District's use of the City's facilities subject to this agreement, it shall charge such fees to all District's invitees uniformly without discrimination based on the City within which the invitee resides. 9. Construction of Facilities. Subject to Section 7 and 10 herein, District will at its own cost, design and construct all facilities on the School Site, including the additional gymnasium space shown in the Amended Site Plan. The City will at its own cost, design and construct all facilities on the Park Site. City will pay District $230,000 for City's share of parking lot construction costs which shall be credited against $230,000 of park fees charged District by the City pursuant to Exhibit D. 10. dvmnasium Addition and Joint Use. The Amended Site Plan includes two, additional gymnasium spaces. The City will pay to the District $700,000 toward the cost of constructing the additional gymnasiutn space, The time of payment to the District will be within thirty (30) days of the date of this Agreement. Thus City will have the first right, after school -sponsored and funded activities, to schedule the two additional gymnasium spaces seven days a week for the entire calendar year excluding holidays. All such activities and rights shall be subject to the District's rules and regulations for gymnasium facilities and activities. The City shall 439M.otc 12/6196 VMS 5 • • i I pay the District for any marginal operating costs, i.e. costs incurred by the District which would not be incurred except for the City's use of the gymnasium stations. The City will arrange for and pay the costs of program staff reasonably required by its use of the space. The use of this gymnasium space will be in addition to the gymnasium use set forth in paragraph 8 herein. This Gymnasium Joint Use provision shall remain in effect until , 2025, after which time it may be terminated by either party in accordance with the provisions of paragraph 17 herein. 11. Maintenance. Each of the parties will, at its respective cost, maintain and repair its own facilities and parcel, subject to such express agreements as the parties ma; , later determine from time to time. The parties express their intent to develop uniform minimum maintenance standards which will help create a unified campus appearance for the Site and to look for opportunities to make joint agreements with providers, to pool efforts and to barter services between them in order to increase efficiency or performance or nanimize costs. 12. Grade Separated Crossing. The parties acknowledge that a grade separated crossing in the form of a road bridge will be needed over the CP Rail crossing of Peony Lane because of the traffic generated by the new school facilities and the development of northwestern Plymouth and the safety of that traffic. The City will pay for the design and construction of the bridge structure and its supporting abutments and piers and will complete construction of such crossing on or before September 1, 1997. All other costs of such installation, includ;na. the approaches to the abutments, will be either assessed by City_ against the property of all landowners located near the Site who benefit from such improvements as may be permitted by special assessment law or shall be paid by the City. 13. Insurance. Prior to using any facilities owned by the other party, each party shall provide the other party evidence of at least the minimtun insurance coverage required herein. At a minimum, such insurance shall include a liability policy providing coverage for bodily injury, personal injury and property damage in an amount at least equal to the maximum liability that such party is subjected to under Minnesota Statutes Chapter 466, provided that if such statutory limitation on liability ever exceeds five million dollars ($5,000,000) either or both parties may limit its Insurance coverage to five million dollars ($5,000,000) per occurrence as such statute exists from time to time. Each party shall name the other party as an additional insured on such policy. All such policies shall be endorsed to require that the insurer provide written notice to the additional insured party at least thirty (30) days prior to the effective date of termination or cancellation of such polis y. 4396E.0ic 12/6/96 W R [: • Each party's insurance shall waive the right of subrogation against the other party with respect to loss or damage to auy facility. Each parry shall indemnify the other party as follows: the party which owns the Facility being used shall indemnify, defend and hold harmless the non -owner party utilizing the Facility from any claims, damages, interest, penalties, or costs, including reasonable attorney's fees, repulting from the Facility being negligently constructed or maintained subject to the liability limits and immunities set forth in Minn. Stat. Chapter 466. The party conducting activities upon a Facility owned by the other party ' shall indemnify, defend and hold harmless the party owning the Facility from claims, damages, or costs, including reasonable attorney's fees resulting from the activity being conducted in a negligent manner subject to the liability limits and immunities set forth in Minn. Stat. Chapter 466. Under no circumstances shall a party be required to pay on behalf of itself and other parties any amounts in excess of the liability limits for that party under Chapter 466. The liability limit for some or all of the parties may not be added together to increase the maxbnum statutory liability for any party. 14. Site Improvements. District agrees to construct the improvements which are required to be constructed by District as a condition of site plan approval and/or plat approval, including any required lighting, fences, trash disposal enclosures, curbing, islands, delineators, on site storm. drainage system, sidewalks, driveways, curb cuts, parking lots, on site sanitary sewer elements, landscaping, site grading, erosion control and wetland mitigation. In lieu of providing performance bonds or other financial guarantees, District agrees to require each of its contractors to name City as obligee on performance bonds District requires from appropriate contractors performing the above noted work. 15. Cross Easements. Each parry shall provide the other party with written easements to use the providing party's parking lots, bike paths and access roads, and to cross the providing party's site in order to use the benefiting party's Facilities. 16. ArbitmfiM, Whenever there is a failure between the parties to agree on a material Issue, the parties shall mediate the issues for a period of 180 days. If the Issue remains unresolved following mediation and one party wishes to pursue a claim against other party, the parties shall arbitrate the claim. The parties shall attempt to agree on a single arbitrator to resolve the Issue, failing which either party may apply to the District Court in Hennepin County for appointment of one or more arbitrators under Minnesota State Chapter 572, and the disagreement shall thereupon be arbitrated in accordance with said Chapter 572. The provisions regarding arbitration shall not apply to the terms of the following paragraph 16, Termination. 09".01C 12/6/96 TMS 7 E 9 17. Termination. This Agreement may not be terminated prior to June 1, 2002 except by mutual written agreement of the parties. Thereafter, except as it relates to Joint Gymnasium Use, this Agreement may be terminated by either party. The termination process shall require the terminating party to give notice, to engage in discussions with the other party over a period of one hundred eighty (180) days in order to explore alternatives to termination, and if no alternative is agreed upon by the parties, either party may enact a resolution in favor of termination. The termination shall be effective twelve (12) months after such resolution. Such termination shall not act to term►aate the Rights of First Refusal or Declaration of Joint Gymnasium Use, the later of which may only be terminated in the same manner by either party after , 2025. In the event of termination, all real and personal property and cash held jointly or in a joint entity or held by one party for joint purposes shall be divided between the parties by unanimous consent. If such consent cannot be achieved, parties shall apply to the District Court of Hennepin County asking for a determination of an equitable division of property so held, based upon contributions made by the parties or otherwise as nearly equal as possible between the parties. The Court may appoint, at its discretion an appraiser, the cost of which shall be borne by the parties equally. 18. Severability. In the event that any portion of this Agreement is deemed to be illegal and unenforceable, it shall not affect the enforceability of the other provisions contained herein, 18. Effective Date. This Agreement shall take effect upon approval by the governing bodies of both parties. 4396!1.01 C 12/6/96 TNI CITY OF PLYMOUTH By Its Mayor By Its City Manager INDEPENDENT SCHOOL DISTRICT NO. 284 By. Its School Board Chairman By Its Superintendent 0 STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this _ day of August, 1995, by of THE CITY OF PLYMOUTH, a corporation, under the laws of Minnesota, on behalf of THE CITY OF PLYMOUTH. Notary Public STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing was acknowledged before me this day of July, 1995, by and of INDEPENDENT SCHOOL DISTRICT NO. 284, a governmental subdivision, under the laws of Minnesota, on behalf of INDEPENDENT SCHOOL DISTRICT NO. 284. Exhibit A: Exhibit H: Exhibit C: Exhibit D: Exhibit E: 43M.Oic 12/6/46 TMS Notary Public Legal Description Amended Site Plan Exchange Parcels Allocation of Development Costs Community Education Use Schedule E