HomeMy WebLinkAbout2.c. Reimbursement and Assignment Agreement – Rosemount Area Hockey Association
EXECUTIVE SUMMARY
City Council Work Session: May 1, 2018
AGENDA ITEM: Reimbursement and Assignment
Agreement – Rosemount Area Hockey
Association
AGENDA SECTION:
Discussion
PREPARED BY: Dan Schultz, Parks and Recreation
Director
AGENDA NO. 2.c.
ATTACHMENTS: Proposed Reimbursement and
Assignment Agreement APPROVED BY: LJM
RECOMMENDED ACTION: None, discussion only.
ISSUE
At the February 5, 2018 City Council regular meeting, the Council approved a 10 Year Joint Powers
Agreement with the City of Inver Grove Heights that would have the City of Rosemount and the
Rosemount Area Hockey Association (RAHA) paying for improvements on the Inver Grove Heights
Community Center (IGHCC) west rink in return for having access to additional prime ice on the west rink
at the IGHCC.
The next step in moving this project forward is to approve a 10 Year Reimbursement and Assignment
Agreement with the RAHA. The City Attorney has drafted the attached agreement and it has been shared
with RAHA. They will consider this agreement at their board meeting on Wednesday, May 2. Staff would
suggest that the City Council take formal action on this agreement on Tuesday, May 15.
The Inver Grove Heights West Rink Improvement project is currently out for bid by the City of Inver
Grove Heights. The bids will be opened on May 1, 2018.
BACKGROUND
Following the failed referendum in 2016 that included a new indoor ice rink, Rosemount Parks and
Recreation Department staff were contacted by staff from the City of Inver Grove Heights about an
opportunity for RAHA to secure additional ice at the Inver Grove Heights Community Center (IGHCC).
At the time, both rinks at the IGHCC were in need of major repairs. The east rink’s repairs were needed
immediately and were completed in the summer of 2017. The repairs for the west rink are expected to be
required in the next year or two.
For several months, Rosemount City staff has been talking with staff from the City of Inver Grove
Heights regarding an opportunity for the Rosemount Area Hockey Association (RAHA) to get more ice
time at the Inver Grove Heights Community Center (IGHCC). RAHA currently uses approximately 200 –
225 hours of ice at the IGHCC. Inver Grove Heights is offering a chance for RAHA to get a total of 550
peak hours of ice at the IGHCC from November 1 through February 28 on an annual basis. In return for
getting the additional ice at IGHCC, the City of Inver Grove Heights is asking both the City of
Rosemount and RAHA to help pay for repairs to their west rink.
The proposed west rink improvement project would include a new rink floor, supply header, electrical,
dasher board improvements, and a new ice resurfacer, design fees and contingency. The engineer’s
estimate to make the necessary repairs to the west rink at the IGHCC is approximately $1,011,000. Based
on what the City of Inver Grove Heights paid for the improvements to the east rink, staff is expecting the
cost to be lower and hopefully closer to $860,000. The cost would be split between the City of Inver
Grove Heights and the City of Rosemount, with RAHA reimbursing the City of Rosemount one half of
the portion that the City of Rosemount will be responsible for and paid over ten years. The City of
Rosemount and RAHA would not be responsible for any additional operating costs or capital
improvements to the IGHCC.
Staff has met with the RAHA Board on several occasions this past year and they have voted in favor of
moving forward to support this partnership.
SUMMARY
This item is on the agenda as an update for the City Council and an opportunity for the City Council to
review the Reimbursement and Assignment Agreement prior the City Council meeting on May 15.
516920v1 DTA RS215-7 1
REIMBURSEMENT AND ASSIGNMENT AGREEMENT
THIS REIMBURSEMENT AND ASSIGNMENT AGREEMENT (the “Agreement”) is
entered into this ___ day of ______________, 2018 by and between the city of Rosemount, a
municipal corporation under the laws of Minnesota (“Rosemount”), and the Rosemount Area
Hockey Association, a nonprofit corporation under the laws of Minnesota (“RAHA”).
Rosemount and RAHA may hereinafter be referred to individually as a “Party” or, together, the
“Parties.”
RECITALS
WHEREAS, the city of Inver Grove Heights (“IGH”) operates the Inver Grove Heights
Veteran’s Memorial Community Center (“IGHCC”), which contains two ice rinks, the “East Ice
Rink” and the “West Ice Rink”; and
WHEREAS, the two rinks at IGHCC are capable of not only supporting the ice
recreational programs of IGH, but also partially supporting the ice recreational programs of
Rosemount, including RAHA; and
WHEREAS, the West Ice Rink at IGHCC is in need of major renovations in order to
sustain the ongoing ice time needs of the surrounding community; and
WHEREAS, said renovations are scheduled to begin in 2018 and are to include, without
limitation, a new rink floor, dasher board improvements, and a new ice resurface vehicle (the
“West Ice Rink Improvement Project”); and
WHEREAS, Rosemount recently entered into a joint powers agreement with IGH for the
purpose of jointly facilitating and funding the West Ice Rink Improvement Project, a copy of
which is attached hereto as Exhibit A (the “JPA”); and
WHEREAS, although the West Ice Rink Improvement Project will be managed primarily
by IGH, Rosemount has agreed to pay for 69% of the costs associated with the West Ice Rink
Improvement Project, plus interest at a rate of 6.326%, over a 10-year period; and
WHEREAS, the JPA further guarantees Rosemount the ability to purchase 550 hours of
peak ice time at IGHCC per year during the 10-year payment period (the “Ice Time”). “Peak ice
time” is defined in the JPA as ice time between November 1 and February 28, Monday through
Friday from 5:00 pm to 10:00 pm, and Saturdays and Sundays from 7:00 am to 10:00 pm; and
WHEREAS, Rosemount is authorized under the JPA to assign its right to purchase the
Ice Time to a Rosemount area ice recreational provider such as RAHA; and
WHEREAS, RAHA is in need of additional peak ice time for its members and events
and, accordingly, is willing to share with Rosemount the costs associated with the West Ice Rink
Improvement Project in exchange for the exclusive right to purchase the Ice Time from IGH over
the next 10 years; and
516920v1 DTA RS215-7 2
WHEREAS, the Parties desire to enter into this Agreement in order to establish a 10-year
cost-sharing relationship, whereby each Party will pay for one-half (50%) of Rosemount’s total
financial obligation for the West Ice Rink Improvement Project, as outlined in the JPA; and
WHEREAS, the Parties acknowledge that absent this Agreement and RAHA’s financial
contributions contemplated hereunder, Rosemount would choose not to fund the West Ice Rink
Improvement Project, thereby negatively impacting RAHA’s ability to secure ice time for its
members and events; and
WHEREAS, the Parties wish to specify in this Agreement their respective responsibilities
for the costs associated with the West Ice Rink Improvement Project, along with the assignment
of Rosemount’s rights to the Ice Time to RAHA.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained
herein, Rosemount and RAHA hereby agree as follows:
AGREEMENT
1. Incorporation of Recitals and Exhibits. The Recitals set forth above and the exhibit
attached to this Agreement are incorporated into this Agreement as if fully set forth
herein.
2. Reimbursement. RAHA hereby agrees to reimburse Rosemount for one-half (50%) of
the actual and verifiable costs incurred by Rosemount, including interest, under the JPA
for the West Ice Rink Improvement Project. Because Rosemount is responsible for 69%
plus interest of the total cost of the West Ice Rink Improvement Project, RAHA agrees
and acknowledges that pursuant to this Agreement, RAHA is therefore responsible for
34.5% of the total cost of the West Ice Rink Improvement Project, including interest,
irrespective of any estimated project costs. Such amounts shall be paid to Rosemount
pursuant to the payment process outlined in section 3 of this Agreement.
3. Payments. In accordance with the JPA, Rosemount is required to make 10 equal
payments to IGH over the course of 10 years. Following each of those individual
payments by Rosemount to IGH, Rosemount shall provide RAHA with an invoice for
one-half (50%) of the amount paid by Rosemount to IGH. Following receipt of said
invoice, RAHA shall reimburse Rosemount for the amount invoiced no later than thirty
(30) days after receipt thereof. Should RAHA fail to make timely payments in
accordance with this Agreement, interest shall accrue on the past-due amount at an
annual rate of 6.326%. Additionally, Rosemount reserves the right to unilaterally revoke
its assignment of rights outlined in section 4 of this Agreement in the event that RAHA
fails to pay any invoice within 30 days of receipt; provided, however, that Rosemount
first provides 14 days’ written notice to RAHA of its intent to exercise this right and
RAHA does not pay its past-due invoice within said 14 days.
516920v1 DTA RS215-7 3
4. Assignment. Rosemount hereby assigns to RAHA its Ice Time pursuant to section
5.03(d) of the JPA. Pursuant to this assignment, RAHA shall have the exclusive ability
to purchase the Ice Time from IGH in accordance with all terms and conditions provided
in Article 5 of the JPA. By entering into this assignment, the Parties acknowledge and
agree that all of Rosemount’s obligations contained in Article 5 of the JPA shall
hereinafter become the sole obligations of RAHA.
5. Additional RAHA Responsibilities. In exercising its rights under the assignment
provisions contained herein, RAHA further agrees to the following:
a. Reservation Obligation. RAHA is hereby obligated to annually reserve 550 hours
of peak ice time at the IGHCC during the entire term of this Agreement.
b. Communications with IGH. RAHA shall directly communicate with IGH and
coordinate the scheduling of Ice Time annually with IGH in accordance with
procedural steps contained in section 5.03 of the JPA. Prior to September 15th of
each year, RAHA shall ensure that IGH has appropriate contact information for
RAHA in order to provide RAHA with its peak ice time schedule on or before
that date. Rosemount shall not be required to facilitate any aspect of said
scheduling.
c. Ice Time Reservation. On or before September 30th of each year, RAHA shall
review and use the schedule of peak ice time availability provided by IGH, work
directly with IGH city staff, and provide IGH with RAHA’s desired schedule of
550 hours of peak ice time reservations.
d. Ice Time Payments. After the peak ice time hours are annually reserved by
RAHA, the obligation to pay for the ice time arises and RAHA must pay for
reserved ice time, whether used or not, in accordance with section 5.02 of the
JPA. Rosemount shall not be responsible for paying IGH for any of the ice time
reserved by RAHA, as required under this Agreement.
e. Ice Time Compliance. While using the IGHCC for its events and activities,
RAHA shall comply with any and all use regulations pertaining to the IGHCC.
6. No Advertising, Concessions, Storage. RAHA acknowledges and agrees that this
Agreement does not allow or authorize RAHA to sell advertising or concessions within
the IGHCC, nor does it provide RAHA or its members with any storage areas or storage
rooms at the IGHCC other than the temporary use of changing rooms by ice skaters
during reserved ice times.
7. Term. The term of this Agreement shall commence on the date first written above and
shall terminate upon both of the following events occurring: a) RAHA’s completion of
the 10 years of reimbursement payments to Rosemount for one-half (50%) of
Rosemount’s funding of the West Ice Rink Improvement Project Costs; and, b) the
expiration of the 10 years of availability of the Ice Time.
516920v1 DTA RS215-7 4
8. Indemnification. RAHA agrees to indemnify, hold harmless, and defend Rosemount, its
officials, employees, contractors, and agents from and against any and all liability, loss,
costs, damages, expenses, claims, actions, or judgments, including reasonable attorneys’
fees which it, or its agents or contractors may hereinafter sustain, incur, or be required to
pay, arising out of or by reason of RAHA’s performance or non-performance of its
obligations under this Agreement.
9. Data Practices. Data provided, produced, or obtained under this Agreement shall be
administered in accordance with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13. RAHA will immediately report to Rosemount any
requests from third parties for information relating to this Agreement. RAHA agrees to
promptly respond to inquiries from Rosemount concerning data requests. RAHA agrees
to defend and indemnify Rosemount from any claim, liability, damage or loss asserted
against Rosemount as a result of RAHA’s failure to comply with the requirements of this
paragraph; provided that RAHA shall have no duty to defend or indemnify where RAHA
has acted in conformance with Rosemount’s written directions.
10. Audits. RAHA must allow Rosemount, or its duly authorized agents, and the state
auditor or legislative auditor reasonable access to RAHA’s books, records, documents,
and accounting procedures and practices that are pertinent to all payments made under
this Agreement for a minimum of six years from the termination of this Agreement.
11. Notices. Any notices permitted or required by this Agreement shall be deemed given when
personally delivered or upon deposit in the United States mail, first class and postage fully
prepaid, and addressed to:
Rosemount: The City of Rosemount
2875 145th Street W
Rosemount, MN 55068
Attn: City Administrator
RAHA: Rosemount Area Hockey Association
PO Box 225
Rosemount, MN 55068
Attn: President
Or such other address as either party may provide to the other by notice given in accordance
with this provision.
12. Governing Law. The execution, interpretation, and performance of this Agreement will,
in all respects, be controlled and governed by the laws of Minnesota.
13. No Remedy Exclusive. No remedy herein conferred upon or reserved to a non-breaching
party shall be exclusive of any other available remedy or remedies, but each and every
516920v1 DTA RS215-7 5
such remedy shall be cumulative and shall be in addition to every other remedy given
under the Agreement or now or hereafter existing at law or in equity or by statute.
14. Severability. The provisions of this Agreement are severable. If any portion of this
Agreement is, for any reason, held by a court of competent jurisdiction to be contrary to
law, such decision will not affect the remaining provisions of the Agreement.
15. Complete Agreement. This Agreement contains the complete agreement between the
Parties and supersedes any previous oral agreements, representations and negotiations
between the Parties regarding the subject matters of this Agreement.
16. Waivers. By entering into this Agreement, Rosemount does not waive its entitlement to
any immunities under statute or common law. Any waiver by either party of a breach of
any provision of this Agreement will not affect, in any respect, the validity of the
remainder of this Agreement.
17. Counterparts. This Agreement may be executed in more than one counterpart, each of
which shall be deemed to be an original but all of which taken together shall be deemed a
single instrument.
18. Non-Assignability. Neither Party shall assign an interest in this Agreement, nor shall
transfer any interest in the same, without the other Party’s written consent.
19. Modification. No modifications or amendments may be made to this Agreement unless
in writing and signed by the Parties hereto.
20. Headings. The headings contained in this Agreement have been inserted for convenience
of reference only and shall in no way define, limit, or affect the scope and intent of this
Agreement.
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516920v2 DTA RS215-7 6
CITY OF ROSEMOUNT
By:
William Droste, Mayor
By:
Jeff May, Deputy City Clerk
ROSEMOUNT AREA HOCKEY
ASSOCIATION, INC.
By:
Its:
A-1
EXHIBIT A
The JPA
[TO BE INSERTED]