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HomeMy WebLinkAbout8.a. DCTC Facility PartnershipROSEN 'lOLINTEXECUTIVE SUMMARY CITY COUNCIL City Council Regular Meeting: May 20, 2008 AGENDA ITEM: DCTC Facility Partnership PREPARED BY: Dan Schultz, Parks and Recreation Director AGENDA SECTION: Old Business AMINEW AGENDA NO. SA APPROVED BY: ATTACHMENTS: Resolution and Proposed License Agreement with DCTC RECOMMENDED ACTION: Motion to adopt a resolution approving the License Agreement with the Dakota County Technical College and to authorize the Mayor and City Clerk to execute the agreement. ISSUE The Parks and Recreation Commission recently reviewed and recommended the City Council approve the attached License Agreement with the Dakota County Technical College (DCTC) to build three soccer fields on property owned by the college. The City's commitment to the project would include contributing $450,000 towards the project, permitting the use of the fields and maintaining the fields. DCTC will provide the 10 acres of land on which the fields will be built, a parking lot area necessary for the facility users and additional funds or in -kind donations to complete the project. The length of the agreement is 20 years and identifies that the college would have 150 minutes per day before 5:00pm for practices, unlimited weekday /daytime use before 5:OOpm in the month of August and up to 14 games on one field per year. The majority of the time the community will have access to the fields will be on weeknights after 5:OOpm and on weekends. If approved, the agreement calls for the City to place $450,000 in an escrow account for improvements to the soccer complex. Attached is a copy of the estimated budget with the highlighted items being the responsibility of DCTC. The items not highlighted are estimated to cost $446,200, which does not include any contingency funds or funds to install sidewalks or trails to the fields. Staff supports escrowing $450,000 to be used for the project. BACKGROUND DCTC has identified an opportunity to construct three full size soccer fields on their campus located south of County Road 42 and east of Akron Avenue. Staff from DCTC and the City have discussed a possible partnership on this project for the past few years. Because of the limited amount of time that DCTC proposes to use the fields and the current lack of conflict with other user groups, this project has been supported by the Parks and Recreation Commission. On January 15, 2008, the City Council approved a Letter of Understanding (LOU) between the City of Rosemount (City) and the Minnesota State Colleges and Universities (MnSCU) for the Funding of the Design and Construction of Soccer Fields at Dakota County Technical College (DCTC). The LOU identified the City's intent to contribute $450,000 towards the construction of the project. The LOU also identified that there are other agreements that must be worked out prior to the City releasing the funds. SUMMARY Staff is supports the attached resolution approving the license agreement. A'1'1'EST: A RESOLUTION APPROVING THE LICENSE AGREEMENT WITH DAKOTA COUNTY TECHNICAL COLLEGE WHEREAS, the City Council has a goal of enhancing relationships with educational institutions in Rosemount; and WHEREAS, the City of Rosemount has worked with Dakota County Technical College (DCTC) to develop a three field soccer complex on property owned by the college; and WHEREAS, this partnership approach to developing the facilities will have the College and the City sharing the cost for a project that will offer benefits to both students at DCTC and the residents of Rosemount, and WHEREAS, in 2007, the City Council approved a Letter of Understanding with DCTC to provide $450,000 towards the project and move forward in securing a Joint Powers Agreement to construct the three field soccer complex; and WHEREAS, the addition of three new soccer fields in the community will allow for increased opportunities for DCTC students and local residents to take part in healthy activities and special events. NOW, THEREFORE, BE IT RESOLVED, that the License Agreement with DCTC is approved and the Mayor and City Clerk are authorized to execute the agreement. ADOPTED this 20th of May, 2008. Amy Domeier, City Clerk CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2008 William Droste, Mayor Motion by: Second by: Voted in favor: Voted against: Member(s) absent: 6. Duties and Obligations. Minnesota STAR COLLIGIS &UPIJV IRSITIFs LICENSE AGREEMENT FOR SOCCER FIELDS DAKOTA COUNTY TECHNICAL COLLEGE THIS LICENSE AGREEMENT made this day of 2008, by and between the City of Rosemount, a municipal corporation under the laws of the State of Minnesota "Licensee" or "City"), and the State of Minnesota, by and through the Board of Trustees of Minnesota State Colleges and Universities on behalf of Dakota County Technical College "Licensor" or "DCTC 1. Premises. The property that is subject to this agreement is located in tie southeasterly quadrant of Section 27, Township 115N, Range 19W immediately east of Akron Avenue. This location is shown in greater detail on Attachment A, which is attached hereto and made a part hereof. 2. Purpose of the Agreement. The purpose of this License is to provide for the construction, maintenance and ongoing use of certain athletic fields on the campus of DCTC for use by youth and adult participants in City programs, and by DCTC instructional and athletic programs. 3. Construction of Fields. The parties shall construct three (3) soccer fields on the Premises on or before July 31, 2009 as described and outlined on the plans and specifications dated March 14, 2008 by Toltz, King, Duvall and Anderson and incorporated by reference 19128. 4. Term of Agreement. The agreement shall last for a period of twenty (20) years from the Effective Date, which is the date when signed by the last of the parties necessary for its execution. 5. Operating and Maintaining the Fields. The City shall annually maintain (including the mowing, fertilizing, aerating, over seeding, and similar maintenance operations), the Fields. a. City will provide to DCTC: i Financial Contribution to Cost of Construction of the Project. The City shall provide Four Hundred Fifty Thousand Dollars ($450,000) towards the total estimated cost of the Project. Resolution of the City Council authorizing the City's funding commitment is attached hereto and made a part hereof as Attachment B. 2 ii. Cooperation as to City Funding. As of the time of the award of the construction contract for the Project, DCTC is required by law to encumber funds for the entire construction contract amount. At this time, the City and DCTC agree that an appropriate escrow of the City funds, as provided in their Letter of Understanding (attached hereto and made apart hereof as Attachment C), shall be created and the City funds deposited in said escrow prior to the award of the construction contract. The parties agree to cooperate regarding the City contribution such that funds are available to DCTC when necessary for expenditure, all pursuant to the terms of the Letter of Understanding. iii. Commencement Date. The City funding commitment is being provided for the fields pursuant to the project schedule that assumes a commencement of construction prior to December 31, 2008. In the event construction has not commenced prior to December 31, 2008, then this agreement shall be null and void and the funds escrowed shall be returned to the City upon the City's written notice to DCTC. iv. Site Management Maintenance: City shall operate, manage, control and maintain the fields and their immediate surrounding area in a manner including, but not limited to, ensuring that the soccer fields are playable at reasonable times as weather permits during the warm season, that the grass and other vegetation is regularly trimmed, and the appearance of the entire area remains attractive and presentable. The City will permit the use of the fields and will maintain the fields and the surrounding area to at least the same standards maintained for other city soccer fields. The City will provide for and pay for the necessary collection of garbage. The area referred to above is more specifically identified as the soccer field area on Attachment D v. Facility Coordinator. The City shall appoint one person who shall serve as the Facility Coordinator. This person will coordinate any and all use, maintenance and play-ability issues pertaining to the opening, upkeep and quality of the green space. This person will determine annual opening of the fields, emergency suspension of use, have gate fencing key access and work with the DCTC Soccer Facility Director. This person shall coordinate the permitting of the field use and will provide copies of all relevant permits made by the C ity to DCTC. This person shall be designated by the city. vi. DCTC Priority Times: DCTC will have priority use of the facility for DCTC students and DCTC programs as follows: 3 7. DCTC will provide to the City: 1. Fourteen (14) dates for games (pre- season and regular season) with either one (1) game (180 minutes) per date or two (2) consecutive games (300 minutes) per date, on the highest quality field as determined by DCTC. 2. Daily practices of one hundred fifty (150) minutes on any number of the fields, selected by DCTC until 5:00 lm 3. Unlimited weekday, daytime practices until 5A0 p.m. during the month of August. 4. Three weeks (3) of weekday summertime (based on ISD 196 calendar) daytime camp scheduling until 5:00 p.m. 5. DCTC will reserve its dates and times for such priority use for each year by the end of February of that year by written notice to the Facility Coordinator (the "DCTC Priority Times a. Use: City will have use of the fields and site at all times other than the DCTC Priority Times free of charge for the term of this agreement consistent with all the terms and conditions of this agreement. b. Soccer Facility Director. Shall be appointed by DCTC and act as a liaison with the Facility Coordinator. c. Facility Play Lighting: In the event (and likelihood) of a lighting system being installed, DCTC will pay for the cost of the utilities and shall reserve the right to charge a reasonable fee directly to the users or City based on the cost of utility and investment recovery. If lights are installed and not needed under the City master schedule, no lighting fee will be charged. DCTC will control all lighting systems and provide access to the City when necessary. d. Water for the Facility: DCTC will provide and pay for the necessary water and electrical utilities needed to irrigate the playing fields and for future drinking fountains, and other site amenities. 8. Design and Construction. DCTC has been authorized by MnSCU to design and construct Phase I of the Project. (Phase I includes developing fields to playable conditions completing sprinkling system and bringing water and electricity to the fields.) However, in consideration of the City's financial contribution to the cost of construction, DCTC agrees that the City has 4 heretofore participated and should in the future continue to participate in review and oversight of the construction. Ongoing oversight of the construction by the City shall consist of attendance, if desired, of a City official at periodic construction meetings during the course of the Project, however, final authority relative to construction shall remain in MnSCU/DCTC. Design and construction will adhere to Minnesota State Colleges and Universities design and construction standards. 9. Priority Use of Fields. DCTC shall have priority use of the fields for its purpose during DCTC Priority Times as identified in section 7 of this agreement. City shall have priority use of the fields at all other times. Subject to City approval, DCTC shall also have the use of fields should the College be awarded state, regional or national post season events. DCTC shall not allow for other groups to use the fields unless permitted by the City. 10. Fees for Use: On an annual basis, the City will set a fee schedule to identify fees that can be charged to facility users to help offset the cost of maintaining and operating the facility. 11. Concessions and Sale of Merchandise. DCTC shall reserve the right to control all sales on the site related to concession novelties. Any exception to this clause must be granted through prior authorization by the Soccer Facility Director. This clause also includes the right to charge admission to all DCTC hosted events. 12. Structures and Improvements. No new permanent structures of any kind shall be constructed on the fields and site during the term of this agreement without the written agreement of the parties. City will provide appropriate portable restrooms for the site during any and all use. 13. Maintenance Schedule. By August 1st of each year, the parties will consult on annual fall field maintenance. 14. Construction License. No work shall be commenced on site without an Access and Construction License Agreement in a form as attached herein as Attachment E. 15. Liability. As to ongoing use and occupancy of the fields and their site, each party agrees that it will be responsible for its own acts and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the results thereof. The liability of DCTC shall be governed by provisions of the Minnesota Torts Claims Act, Minnesota Statutes Section 3.732 and 3.736, et seq. and other applicable law. The liability of the City shall be governed by the Minnesota Municipal Torts Claims Act, Minnesota Statutes Chapter 466 et seq. and other applicable law. 16. Insurance. Each party shall be responsible for obtaining and/or maintaining liability insurance or self- insurance covering it for claims arising out of its use and occupancy of the fields and the site. Each party will insure any 5 permanent improvements thereon that are owned by that party for extended coverage perils, vandalism, malicious mischief and other property losses in at least the full insurable value of those improvements. 17. Notice. Any notices for purposes of this Agreement shall be as follows: If DCTC: President Dakota County Technical College 1300 145 Street East Rosemount MN 55068 -2999 With a copy to: Minnesota State Colleges Universities Attn: Real Estate Services 30 E. 7 Street, Suite 350 St. Paul MN 55101 If the City: City of Rosemount Park and Recreation Department 2875 145th Street West Rosemount, MN 55068 -4997 18. Title and Ownership. None of the work under this agreement done by the City for DCTC shall operate in any manner to pass any title or right to the City in the campus land upon which the athletic fields are located. 19. No lien. Neither the City nor DCTC shall do anything or perform any act, the effect of which would be to create a lien or charge aga inst the other that is not authorized by the other. 20. Compliance with All Laws. The City and DCTC agree to comply with all applicable federal, state and local regulations pertaining to unlawful discrimination on account of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability or age. 21. Assignment. The City shall not assign any of its interest in this agreement in any manner without the prior written consent of DCTC, whose consent may not be unreasonably withheld. 22. Amendments in Writing. Any amendment to this agreement shall be in writing and signed by the authorized representatives of DCTC and the City. 23. Full Agreement. This agreement shall constitute the entire agreement between DCTC on those matters covered herein. This agreement supersedes IN WITNESS WHEREOF, the Minnesota State Colleges and Universities/Dakota County Technical College, by its President, and the City of Rosemount, by its Mayor, pursuant to resolution of the City Council, have caused this agreement to be signed, intending to be bound thereby. 6 all prior negotiations, understandings, agreements and representations. There are no oral or written understandings, agreements or representations not specified herein. 24. Effective Date and Termination. This agreement is effective when signed by the last of the parties necessary for its execution. 25. Termination. Either party shall have the right to terminate this agreement upon providing the other party with notice of no less than three hundred sixty- five (365) days. In the event DCTC terminates this agreement prior to the end of term, DCTC shall reimburse the City for the unamortized value of the initial $450,000 investment in the soccer fields. The unamortized value shall be determined by multiplying the City's initial investment times a fraction, the numerator of which is the number of days from the effective date of termination to the last date of the term of the agreement, and the denominator of which is the number of days in the term of this agreement. In the event DCTC terminates this agreement during the first year, the initial investment of $450,000 shall be returned to the City. In the event of City terminating prior to the end of term, DCTC shall owe no such obligation. In either case, upon the effective date of termination of this Agreement by consent of the parties or by notice as indicated above, DCTC shall assume full control of and responsibility for the fields and the site and all rights of the City in the Agreement shall be extinguished. 26. Default. If City defaults in any of its promises or covenants hereunder and fails to cure the same within thirty (30) days after receipt of written notice of default from DCTC, and the City is unable to cure within that time, DCTC may extend the cure period for up to an additional sixty (60) days. If City fails to cure after the extension of time, DCTC may pursue such remedies available to it at law or at equity. In the event that DCTC successfully pursues such remedies, City shall pay attorneys fees, costs and expenses related to successful enforcement of this Agreement. 27. The City shall have the right to salvage any improvements and site furniture purchased by the City. CITY: CITY OF ROSEMOUNT William H. Droste Its: Mayor Date: Approved as to form and execution: City Attorney Attest: Amy Domeier, City Clerk 7 DCTC: STATE OF MINNESOTA, BY AND THROUGH THE BOARD OF TRUSTEES OF MINNESOTA STATE COLLEGES AND UNIVERSITIES ON BEHALF OF DAKOTA COUNTY TECHNICAL COLLEGE By: By: Ronald Thomas, Its: President Dakota County Technical College Date: Approved as to form and execution Title: Date: Attachment A Attachment B Attachment C Attachment D Attachment E 0 WHEREAS, the City Council has a goal of enhancing relationships with educational institutions in Rosemount; and WHEREAS, the City of Rosemount has worked with Dakota County Technical College (DCTC) to develop a three field soccer complex on property owned by the college; and WHEREAS, this partnership approach to developing the facilities will have the College and the City sharing the cost for a project that will offer benefits to both students at DCTC and the residents of Rosemount, and WHEREAS, in 2007, the City Council approved a Letter of Understanding with DCTC to provide $450,000 towards the project and move forward in securing a Joint Powers Agreement to construct the three field soccer complex; and WHEREAS, the addition of three new soccer fields in the community will allow for increased opportunities for DCTC students and local residents to take part in healthy activities and special events. NOW, THEREFORE, BE IT RESOLVED, that the License Agreement with DCTC is approved and the Mayor and City Clerk are authorized to execute the agreement. ADOPTED this 20th of May, 2008. Al "l'EST: CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2008 A RESOLUTION APPROVING THE LICENSE AGREEMENT WITH DAKOTA COUNTY TECHNICAL COLLEGE Amy Domeier, City Clerk William Droste, Mayor Motion by: Second by: Voted in favor: Voted against: Member(s) absent: Letter of Understanding Between the City of Rosemount (City) And The Minnesota State Colleges and Universities (MnSCU) For the Funding of the Design and Construction of Soccer Fields at Dakota County Technical College. January 15, 2008 This letter of understanding details the funding requirements for the design and construction of Soccer Fields that are to be constructed in collaboration between the State of Minnesota, by and through the Board of Trustees of Minnesota State Colleges and Universities, on behalf of Dakota County Technical College "DCTC and the City of Rosemount Minnesota "City"). Whereas, DCTC has agreed to design and construct the project; and Whereas, the City has agreed to an initial contribution of $450,000 toward the construction of the Soccer Field Project; and Whereas, DCTC shall be authorized by the Office of the Chancellor to provide design and construction oversight and to complete the Soccer Field Project; and Whereas, DCTC requires that the City funding contribution of $450,000 be on deposit prior to the execution of the construction contract in an escrow account satisfactory to DCTC; and Now, therefore, it is mutually understood that: 1. A Joint Powers Agreement and a Joint Use Agreement shall be negotiated for the design, construction, operation, maintenance and use of the facilities constructed by this project. 2. After the parties have negotiated and executed a mutually acceptable Joint Powers Agreement and a Joint Use Agreement, the City will establish an escrow account acceptable to DCTC that will allow DCTC periodically to unilaterally transfer funds from the escrow account to an appropriate DCTC account for payment of construction fees relating to the Soccer Fields Project. The escrow account must be irrevocable by the City and its terms, once established, cannot be changed unilaterally by the City for the duration of the design and construction contracts. 3. The City will deposit $450,000 into said account, no later than one day prior to the execution of the construction contracts. 4. DCTC will use the $450,000 to construct the following Phase One Soccer Fields Project Phase One Grading plan excavating and fill earth work Irrigation system installation Field seeding and growth Fencing Underground electrical wiring and conduit 5. DCTC will disburse monies for approved construction payments on the project. 6. All interest earned on the escrow account will remain in the account to fund expenditures incurred in the project. 7. The contribution of $450,000 by the City will be the total contribution from the City for the Soccer Fields Project unless it agrees to fund improvements or subsequent phases. 8. The contribution and funding by the City for the Soccer Fields Project are for a project that will be commenced prior to December 31, 2008. In the event that Phase One project described herein is not commenced by December 31, 2008, then, the City may terminate the agreement by providing written notice to Dakota County Technical College. Understood and Agreed to this day of January, 2008. City of Rose ount Minnesota State Co eges and Universities By: /A'� By: u�"lS t1A.� Mayor President CC 0 I u _j Z W ill Ou CO 2 w w 0 0 A1011421020V STIV0818/11 OHINIVNO NHL NO ION 0 MO 10.0 .1/11.0 71110210NOWN RIO SI NW 1 1 0 0 lor flI AMR L z E l w v 1 kw Tf dop tpd Kowa d3deiPmeaV- drat TECHNICAL COLLEGE CONSTRUCTION DOCUMENTS rn 1 1 1 1 I h aQ1 1.....1 CC 0 I u _j Z W ill Ou CO 2 w w 0 0 A1011421020V STIV0818/11 OHINIVNO NHL NO ION 0 MO 10.0 .1/11.0 71110210NOWN RIO SI NW 1 1 0 0 lor flI AMR L z E l w v 1 kw Tf dop tpd Kowa d3deiPmeaV- drat TECHNICAL COLLEGE CONSTRUCTION DOCUMENTS ACCESS AND CONSTRUCTION LICENSE AGREEMENT THIS ACCESS AND CONSTRUCTION LICENSE AND CONVEYANCE AGREEMENT dated as of 2008 is made by and between the Board of Trustees of the Minnesota State Colleges and Universities "MnSCU on behalf of Dakota County Technical College, "Licensor and CONTRACTOR "Licensee WHEREAS, Licensor is the fee owner of certain real property located at 1300 145 Street East, Rosemount, Minnesota, which is currently the site of the campus of Dakota County Technical College, (the "premises and WHEREAS, CONTRACTOR is donating to Licensor the partial construction of soccer fields located on the campus of Dakota County Technical College, and the Licensor and Licensee have contemporaneously executed a Donation Agreement memorializing such donation; and WHEREAS, Licensee desires to obtain from Licensor an access and construction license to enter onto Licensor's property, specifically the outdoor unimproved land of Licensor's Rosemount campus, located at 1300 145 Street East, Rosemount, Minnesota, for the purpose of partially constructing the aforementioned soccer fields; and WHEREAS, Licensor desires to grant to Licensee an access and construction license in consideration of the express promise of Licensee to convey all its rights, title, and interests in the Project to Licensor and to assign all applicable warranties for all donated work to Licensor upon completion of the Project; and WHEREAS, Licensee and Licensee represent that they have the authority to execute this Agreement and perform all of the covenants and agreements contained herein. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IT IS HEREBY AGREED BETWEEN LICENSOR AND LICENSEE that an access and construction license shall be granted to Licensee according to the following terms and conditions: Section 1. Description of License Granted. Licensor hereby grants to Licensee a temporary, non exclusive license to enter onto Licensor's property at mutually agreeable times for the purpose of partially constructing the soccer fields, such license is limited to the areas shown on Exhibit A. Licensee shall be solely responsible for acting as the Project Manager for the Project. The persons permitted to enter onto the above described property of Licensor under the terms of this license shall be: 1 a. representatives or agents of Licensee authorized to supervise or inspect the construction activities for the Project; b. the Project Architect and Consulting Engineer engaged by Licensor; c. the construction contractors and subcontractors engaged by Licensor for the Project, and their respective employees; and d. volunteer /uncompensated construction workers secured by Licensee or the Licensor for the Project. The parties expressly agree that during the term of this Agreement, authorized representatives of Licensor shall retain the right to enter into the construction area at any time, for purposes of inspecting the construction to ensure compliance with the plans and specifications for the Project. Section 2. Duration of License. The license granted in this Agreement shall commence as of 2008 and shall extend to the earlier of: (a) the date that the construction of the Project is completed, or (b) the date that the license is terminated in accordance with Section 3 below. Licensor and Licensee anticipate that construction of the Project shall be substantially completed on or before August 1, 2008. Upon termination of this Agreement, Licensee will surrender possession of Licensor's property in good order, condition, and repair, ordinary wear and tear excepted. The parties agree that upon substantial completion of construction, the soccer fields will be further constructed, occupied, operated, and maintained by Licensor with no liabilities, liens or encumbrances of any kind. Section 3. Termination. This Agreement may be terminated as follows: (a) By Licensee, at any time following completion of construction, and construction- related activities, with or without cause. Such termination shall require thirty (30) days written notice to the Licensor. In the event of such termination, Licensee shall be required to remove its personal property from the premises, at Licensee's sole expense, within thirty (30) days after the effective date of termination, and Licensor shall allow Licensee access to the premises at mutually agreeable times to enable Licensee to remove its personal property in a timely manner; or (b) By Licensor at any time for cause. For purposes of this subsection of the Agreement, "cause" shall be defined as: 2 (1) Inadequate or insufficient funds or state appropriation, inadequacy or insufficiency being determined at the sole discretion of Licensor; or (2) Any other administrative or financial reason, as determined by the Office of the Chancellor and the Board of Trustees of the Minnesota State Colleges and Universities. The Office of the Chancellor and the Board of Trustees shall have complete and sole discretion whether to terminate this Agreement under this subsection. In the event of termination under Section 3(b) above, Licensor shall give Licensee thirty (30) days written notice of termination. Licensee shall be required to remove its personal property from the premises, at Licensee's sole expense, within thirty (30) days after the effective date of termination, and Licensor shall allow Licensee access to the premises at mutually agreeable times to enable Licensee to remove its personal property in a timely manner. Neither Licensor nor Licensee shall be assessed or be subject to any penalty if this Agreement is terminated pursuant to the provisions of this Section 3. Upon termination of this Agreement under this Section 3, after Licensee has removed its property from the premises, Licensor will inspect the premises for damaged, missing, or destroyed items and notify Licensee in writing of the results of such inspection. If damaged, missing, or destroyed items are identified by Licensor to Licensee, Licensor shall have the right, in its sole discretion, to either (a) repair, restore, or replace such item(s) at its own expense, and submit an invoice therefore to Licensee, which Licensee agrees to pay within thirty (30) days thereafter; or (b) to require Licensee to repair, restore, or replace all damaged, missing, or destroyed items to the satisfaction or Licensor, all at Licensee's expense. Section 4. Mode of Access. Before any of the authorized persons named in Section 1 above enter into Licensor's property pursuant to this Agreement, Licensee shall consult with Licensor, which shall have sole discretion to direct Licensee concerning access routes and methods, including setting any special access terms and conditions for heavy equipment, motor vehicles, or machinery used by the authorized persons. Licensor shall also have sole discretion to specify locations for storage of all materials and equipment and parking arrangements for vehicles of any of the authorized persons while those persons have access to Licensor's property pursuant to this Agreement. Section 5. Design and Construction Standards; Financial Responsibility. Licensor and Licensee agree that the access and license granted by this Agreement is expressly conditioned upon compliance with the following terms: 3 a) All final design specifications or modifications of final design specifications for the Project shall be subject to full review and approval by appropriate staff and/or officials of Licensor, the Board of Trustees of MnSCU, and/or its Chancellor, and the State of Minnesota, and shall be subject to all applicable requirements of Minnesota law; b) The Project must fully comply with all Minnesota State and MnSCU Design Standards applying to Licensor's buildings and property, the Minnesota State Building Code, and all other applicable State laws. These standards shall be described and incorporated into the Project specifications developed by the Project architect. c) The terms and conditions of all construction contracts and subcontracts related to the Project shall be substantially the same as the provisions of the MnSCU Modified Current Edition of the AIA A -201 (General Conditions of the Contract for Construction), dated (copy attached hereto and incorporated herein by reference). d) Licensee shall furnish copies of all construction contracts and subcontracts related to the Project to Licensor. e) To the extent required by Minnesota law, all contractors, subcontractors and uncompensated/volunteer laborers who work on the Project shall be licensed by the State of Minnesota and maintain in effect all types and coverage amounts of insurance and bonds required by Minnesota law for the duration of their work on the Project. Licensee shall secure documentation of such licensure, insurance and bonding from all such persons prior to their commencement of work on the Project and shall provide copies of such documentation to Licensor upon request. f) Licensee shall cause the payment of all costs incurred in or related to the partial construction of the Project, including, but not limited to, payment of contractors and subcontractors, and the costs of insurance related to the Project, in a timely manner such that Licensor and Licensor's property will not be subject to liabilities, liens or encumbrances of any kind. Section 6. Ownership of the Premises and Equipment Attached Thereto (Fixtures); Owner's Representative. Licensor and Licensee agree that at all times during the construction of, and following completion of, the Project, Licensor shall have and retain full title to and ownership of the premises. As owner thereof, Licensor shall be responsible for maintenance of the premises after the Project is completed. Licensor may hire, at its sole expense, an Owner' s Representative to act as its agent during the construction of the Project on the premises. Section 8. Insurance; Performance and Payment Bonds. 4 Licensee shall obtain the types and coverage amounts of insurance required by and listed in Article 11 of the MnSCU Modified Current Edition of the AIA A -201 (General Conditions of the Contract for Construction), dated (copy attached hereto and incorporated herein by reference) to cover all aspects of the work performed by the Licensee including, but not limited to, all volunteer labor. Licensor shall be named as an additional insured on all insurance policies related to the Project. Licensee shall require all construction contractors and subcontractors to obtain performance and payment bonds for all construction activities related to the Project, the terms of which shall be substantially the same as required by the bonding provisions set forth in Article 11 of the MnSCU Modified Current Edition of the AIA A -201 (General Conditions of the Contract for Construction), dated (copy attached hereto and incorporated herein by reference). Licensee must furnish Licensor with a copy of all required certificates of insurance coverage and bond documents prior to the commencement of construction on the premises. Section 9. Interference and Damage. The access and construction permitted by this license shall be accomplished in a manner that causes a minimum of interference with Licensor's activities and operations at the Dakota County Technical College campus and on other property owned by MnSCU adjacent thereto. Licensor and Licensee shall consult with each other and coordinate the timing and location of construction activities. Upon completion of construction, Licensee shall promptly remove all debris and repair and restore any damage to any portion of Licensor's property, or any improvements thereon, caused by the acts and omissions of any persons granted access to Licensor's property under this Agreement, so as to restore such portion of Licensor's property, or improvements thereon, to the condition that existed prior to the damage. Section 10. Liability and Indemnification. Licensee will indemnify Licensor and its agents and employees against all claims, demands, and actions, and all related costs and expenses (including, without limitation, attorneys' fees) for injury, death, disability of any person, or damage to property arising out of, or relating to, in whole or in part, any use of Licensor's property pursuant to this Agreement, except to the extent caused by the willful misconduct or negligence of Licensor or anyone acting on its behalf. In conjunction therewith, Licensee shall at all times during construction or renovation, maintain in effect all types of insurances and coverage amounts required by Section 8 above. The provisions of this Section 10 shall survive the termination of the license granted in Section 1 of this Agreement. Section 11. Environmental Covenants. Licensee shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any hazardous substance in, upon, under, over or from the premises or any property owned by Licensor in violation of 5 any environmental law, shall not permit any hazardous substance to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted released, deposited or disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any environmental law, shall cause all hazardous substances to properly remove therefrom and properly disposed of in accordance with all applicable environmental laws, shall not install or permit to be installed any underground storage tank therein or thereunder in violation of any environmental law, and shall comply with all other environmental laws which are applicable to the premises or any property owned by Licensor. The Licensee shall indemnify Licensor against, shall hold Licensor harmless from, and shall reimburse Licensor for any and all claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorney's fees directly or indirectly incurred by Licensor (prior to trial, at trial and on appeal) in any action against or involving Licensor resulting from any breach of the foregoing covenants. The foregoing representations, warranties and covenants of this Section shall be deemed continuing covenants, representations and warranties for the benefit of Licensor, and shall survive the termination of this Agreement. Section 12. Conveyance of the Proiect from Licensee to Licensor. Upon completion of the work performed by the Licensee, Licensee shall convey to Licensor in writing all its rights, title, and interests in the Project, and Licensee shall assign to Licensor in writing the warranties of the Project. Licensor shall acknowledge to Licensee its acceptance to such gift in writing. Within thirty (30) days of Licensee's receipt of such written acceptance, Licensee shall ensure that all equipment and materials belonging to construction contractors, subcontractors, and uncompensated/volunteer laborers are removed from the premises. Such removal shall be conducted in a manner so as not to damage the premises or any property of Licensor located thereon. Licensor will inspect the premises for damaged, missing, or destroyed items and notify Licensee in writing of the results of such inspection. If damaged, missing, or destroyed items are identified by Licensor to Licensee, Licensor shall have the right, in its sole discretion, to either (a) repair, restore or replace such item(s) at its own expense, and submit an invoice therefore to Licensee, which Licensee agrees to pay within thirty (30) days thereafter; or (b) to require Licensee to repair, restore, or replace all damages, missing, or destroyed items to the satisfaction of Licensor, all at Licensee's expense. Upon completion of construction, Licensee shall provide Licensor with copies of any and all drawings, construction documents and as- builts related to the Project. Section 13. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota. The parties agree that venue for any claim, or any legal action or proceeding with respect to this Agreement shall be in Dakota County, Minnesota. Section 14. Effective Date. This Agreement shall be effective when all necessary signatures and approvals have been obtained pursuant to Minnesota law. 6 Section 15. Data Practices Act. To the extent that Licensee has access to the private, nonpublic, or confidential data of Licensor, Licensee agrees to comply with the requirements of the Minnesota Government Data Practices Act (Minnesota Statutes, Chapter 13) in fulfilling the terms of this Agreement. Licensee agrees to indemnify, release, and hold Licensor, its officers, agents, and employees, and the Board of Trustees of MnSCU, and their successors and assigns, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act, including legal fees and disbursements paid or incurred to enforce this provision of this Agreement. In the event that Licensee enters into contracts or subcontracts for any or all of the work to be performed for the Project under this Agreement, Licensee shall retain responsibility under the terms of this section for such work. Such indemnification and hold harmless obligation shall not apply to incidental, indirect, special or consequential damages, or for lost profits, savings or revenues or any kind, whether or not Licensee has been advised of the possibility of such damages. Section 16. No Assignment. Neither party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Section 17. Severabilitv. Invalidation of any of the provisions contained in this Agreement, or application thereof to any party by judgment or court order, shall in no way affect any of the other provisions hereof or the application thereof to any other party, and the same shall remain in full force and effect. Section 18. Notices. All notices, requests, and other communications that a party is required or elects to deliver under the terms of this Agreement shall be in writing, will be sent by personal service or certified United States Mail (return receipt) or courier service (which provides delivery receipts) addressed to Licensor or Licensee at their respective addresses set forth herein (or such addresses and successors as the parties may designate from time to time in writing) and, except as otherwise provided herein, such notice will become effective upon actual receipt. Notices to Licensor will be addressed to: or his successor. Ronald Thomas, President Dakota County Technical College 1300 145 Street East, Rosemount, MN 55068 7 Notices to Licensee will be addressed to: CONTRACTOR or his successor. Section 19. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Section 20. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the matters covered herein. This Agreement may not be amended or modified except by a written agreement signed and delivered by authorized representatives of Licensor and Licensee. LICENSOR: BOARD OF TRUSTEES OF THE MINNESOTA STATE COLLEGES AND UNIVERSITIES ON BEHALF OF DAKOTA COUNTY TECHNICAL COLLEGE By: Printed Name: Its: Dated: DAKOTA COUNTY TECHNICAL COLLEGE By: Printed Name: Its: Dated: LICENSEE: CONTRACTOR By: Printed Name: Its: Dated: 8 N V V C al V H O Tu V 41 sm O ai u la v 0 f 00 O O N N V L CO 2 �.47J c W 0) 2 1- E O N 0 0) •0 0 N ir 0 0 0 0 0 0 0 0 0 0 i0 O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N lV O O O N O O O 0 0 N M t '.0 N al VI t N. O M CO N O O to O to O O to 0 0 0 0 0 0 0 0 0 0 r- I ri e-I 0 N d t 0 N �t 0 O 0 t e0-t d N O m rt ei 0 0 0 0 i r 0 0 t N t f1 0 ri 0 0 O N to NM Fri' ci N M C 1 .7 J J U U U C� Q to J J lU E O y a a m 4- 7 U Q 3 .0 L O O L 0) O w C c a y c Y 0 t6 C N C CU P O N to Y H E W m Q. in v O V `p N Q O N n L �n c a) m p Z. ca U m 0 0 n i •Q' i 0 C i f6 IL: N °C S O O m F E s o N co O. 0 N O p i 2 l7 F- F to Si t N tip v, U LL LL to to J J J J 4 ROSEMOUNT PARKS AND RECREATION M E M O R A N D U M To: Mayor Droste City Council Members Shoe Corrigan, Baxter, Sterner and DeBettignies Acting City Administrator Lindquist From: Dan Schultz, Director of Parks and Recreation 'LK Date: May 20, 2008 Subject: Updated DCTC License Agreement Attached is an updated license agreement for developing the three field soccer complex on DCTC property. The changes to the agreement take place in section #26 Default. The City Attorney has reviewed the changes and is comfortable with the new language. The Parks and Recreation Commission also recently reviewed the agreement and recommended the City Council pass a resolution approving the license agreement.