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HomeMy WebLinkAbout9.a. JPA with Dakota County for Park and Trail Head Building EXECUTIVE SUMMARY City Council Regular Meeting: January 4, 2022 AGENDA ITEM: Joint Powers Agreement with Dakota AGENDA SECTION: County for the Cost Share of a Multi - New Business Purpose Park and Trail Head Building PREPARED BY: Dan Schultz, Parks & Recreation Director AGENDA NO. 9.a. ATTACHMENTS: Facility Drawing and Joint Powers APPROVED BY: LJM Agreement RECOMMENDED ACTION: Motion to approve entering into a Joint Powers Agreement with the Dakota County to share in the cost of the construction of a Multi-Purpose Park and Trail Head Building at the Flint Hills Athletic Complex. BACKGROUND The Parks and Recreation Department is requesting the City Council consider entering in to a Joint Powers Agreement with Dakota County to share in the cost of the construction of a Multi-Purpose Park and Trail Head Building at the Flint Hills Athletic Complex. The City has designed a multi-purpose park building to serve the Flint Hills Athletic Complex and serve as a Trailhead that will include typical trailhead amenities, including restrooms, convenient parking and trail connections to the regional greenway. The building would be co-branded with City and County signage, kiosks, and wayfinding information. The estimated cost of the building is $900,000 and the adjoining plaza area is estimated to cost $300,000. The County has offered to provide $300,000 towards the project, which is a similar amount to past City and County projects in the area. The funding would come from a combination of the Building/Facilities CIP and the Parks Improvements Fund. RECOMMENDATION Staff is recommending the City Council approve entering into a Joint Powers Agreement with Dakota County to share in the cost of the construction of a Multi-Purpose Park and Trail Head Building at the Flint Hills Athletic Complex. Multi-Purpose Park and Trailhead Building Concept 2 3 Dakota County Contract #C0034765 P a g e | 1 of 9 JPA with City of Rosemount Dakota County Contract #C0034765 JOINT POWERS AGREEMENT BETWEEN DAKOTA COUNTY AND THE CITY OF ROSEMOUNT FOR COST SHARE FOR CONSTRUCTION COST SHARE OF THE FLINT HILLS PARK TRAILHEAD OF THE ROSEMOUNT REGIONAL GREENWAY WHEREAS, Minn. Stat. § 471.59 authorizes local governmental units to jointly or cooperatively exercise any power common to the contracting parties; and WHEREAS, Dakota County (“County”) is a political subdivision of the State of Minnesota; and WHEREAS, the City of Rosemount (“City”) is a Minnesota Municipal Corporation (collectively herein the County and the City are referred to as the “parties” and individually as “party”); and WHEREAS, by resolution 12-361, the County authorized the adoption of the Rosemount Greenway Master Plan (Master Plan) and the Master Plan identifies Flint Hills Park/Athletic Complex as a location for a trailhead; and WHEREAS, the City is designing a park building to serve the Athletic Complex and proposed trailhead that will include typical trailhead amenities, including restrooms, and provide convenient parking and trail connections to the regional greenway; WHEREAS, the facility will be co-branded with City and County signage, kiosks, and wayfinding; and WHEREAS, the City will provide final design and construction services for the facility; and WHEREAS, the estimated cost of the facility is $1,200,000, not including project delivery; and WHEREAS, by resolution 21-317, the County authorized up to $300,000 towards construction costs of the facility; and WHEREAS, the City agrees to fund the balance of construction costs, estimated at $900,000; and WHEREAS, a future supplemental maintenance agreement will be executed by the parties to address ongoing maintenance responsibilities of the parties; and WHEREAS, the County and the City wish to enter into this Agreement to share the actual costs for the construction of the Flint Hills Trailhead of the Rosemount Regional Greenway, as more fully described in Exhibit 1 (“Project”). NOW, THEREFORE, in consideration of the mutual promises and benefits that the County and the City shall derive from this Joint Powers Agreement (“Agreement”), the parties hereby enter into this Agreement for the purposes stated herein. Dakota County Contract #C0034765 P a g e | 2 of 9 JPA with City of Rosemount ARTICLE 1 Purpose The purpose of this Agreement is to define Project responsibilities and cost-sharing obligations of the parties. ARTICLE 2 Parties The parties to this Agreement are the City and the County. The County is acting by and through its Parks Department. City is acting by and through its Parks & Recreation Department. ARTICLE 3 Term This Agreement shall be effective on the date of the signature of the last party to sign this Agreement (“Effective Date”) and expires on December 31, 2023 or upon completion by the parties of their respective obligations under this Agreement, whichever occurs first, unless amended in writing or earlier terminated by law or according to the provisions of this Agreement. ARTICLE 4 Cooperation 4.1. The parties agree to cooperate and use their reasonable efforts to ensure prompt implementation of the various provisions of this Agreement and to, in good faith, undertake resolution of any disputes in an equitable and timely manner. 4.2. Assignment. Neither the City nor the County may assign nor transfer any rights, duties, interests, or obligations under this Agreement without the prior consent of the other party and a fully executed assignment agreement, executed by the County and the City. ARTICLE 5 County’s Payment Obligation 5.1. Contribution Amount. The County shall reimburse the City an amount not to exceed Three Hundred Thousand and 00/100 Dollars ($300,000) (“Agreement Maximum”) for actual construction costs incurred for the Project. 5.2. Reimbursement by County. After this Agreement has been executed by both parties, the City may claim reimbursement for costs in accordance with the Agreement. A. The County will reimburse the City within forty-five (45) calendar days of the City’s submission of invoices to the County for actual construction costs of the Project. Invoices must be submitted in the form acceptable to the County. All requests for reimbursement must be submitted by the City by November 15, 2023. The City must certify that the requested reimbursements are accurate, appropriate and that such expenditures have not been otherwise reimbursed. If the invoice is incorrect, defective, or otherwise improper, the County will notify the City in writing within ten Dakota County Contract #C0034765 P a g e | 3 of 9 JPA with City of Rosemount (10) calendar days of receiving the incorrect invoice. Upon receiving the corrected invoice from the City, the County will make payment within forty-five (45) calendar days. B. Net Increases in Actual Construction Costs. Any net increase in actual design and engineering costs exceeding the estimated total of $1,200,000 in costs for construction shall not affect or increase the County’s contribution amounts. The County’s contribution amounts shall not exceed the Agreement Maximum set forth in Section 5.1, regardless of net increases in the estimated or actual construction costs. C. Reductions in Actual Construction Costs. Any net reduction in actual construction costs shall reduce the County’s contribution so that for every dollar reduction in actual construction costs, the County’s contribution for the actual construction costs shall be reduced by twenty-five cents (.25). City shall provide County with all documentation evidencing reduction or increases in Project construction costs. D. Right to Refuse Payment. The County may refuse to pay any claim from the City that is not specifically authorized by this Agreement. Payment of a claim shall not preclude the County from questioning the propriety of the claim. The County reserves the right to offset any overpayment or disallowance of claim by reducing future payments. E. Change Orders and Supplemental Agreements. Any change orders or supplemental agreements that affect the Project cost, scope or cost participation must be approved by the Authorized Representatives of both parties prior to the execution of the work. Both parties shall endeavor to provide timely approval of change orders and supplemental agreements so as not to delay completion of the Project. F. Final Payment. The County shall withhold the final reimbursement payment until the County documents its acceptance of final construction of the Project and provides notice to the City. 5.3 Project Management Team. County staff will participate on the Project Management Team coordinated by the City. 5.4 Acknowledgment. The County shall appropriately acknowledge the assistance provided by the City pursuant to this Agreement in any promotional materials, signage, reports publications, notices and presentations concerning the Project. ARTICLE 6 City’s Obligations 6.1. Project Management. The City, or its agents or contractors, shall provide design and engineering services for the Project, and shall prepare bid documents for the Project. The City will lead the construction of the Project and shall be responsible for awarding contracts for the Project. The City will provide construction management. Dakota County Contract #C0034765 P a g e | 4 of 9 JPA with City of Rosemount 6.2. Acknowledgement. The City shall appropriately acknowledge the funding assistance provided by the County pursuant to this Agreement in any promotional materials, signage, reports, publications, notices and presentations concerning the Project. 6.3. Compliance with Laws/Standard. The City shall abide by all federal, state, or local laws, statutes, ordinances, rules and regulations related to the work anticipated by this Project. The City or its contractor, if any, is responsible for obtaining and complying with all federal, state, or local permits, codes, licenses, and rights and authorizations necessary for performing the work. 6.4 Use of Contractors. The City may engage contractors to perform the activities funded pursuant to this Agreement. However, the City retains primary responsibility to the County for performance of the activities and the use of such contractors does not relieve the City from any of its obligations under this Agreement. If the City engages any contractors to perform any part of the Project, the City agrees that the contract for such services, labor, or materials shall include the following provisions: A. The contractor must maintain all records and provide all reporting as required by this Agreement; B. The contractor must defend, indemnify, and hold harmless the County from all claims, suits, demands, damages, judgments, costs, interest, and expenses arising out of or by reason of the performance of the contracted work, caused by any intentional or negligent act or omission of the contractor, including negligent acts or omissions of its employees, subcontractors, or anyone for whose acts any of them may be liable; C. The contractor must provide and maintain insurance as set forth in the Insurance Terms, which is attached and incorporated as Exhibit 2, and provide to the County prior to commencement of the contracted work a certificate of insurance evidencing such insurance coverage; D. The contractor must be an independent contractor for the purposes of completing the contracted work; E. The contractor shall perform and complete the activities in full compliance with this Agreement and all applicable laws, statutes, rules, codes, ordinances, and regulations issued by any federal, state, or local political subdivisions having jurisdiction over the activities. 6.5 City Responsibility for Project Delivery. The City will be responsible for management and inspection of the work of the Project assuring it meets professional standards of care. The County will have no actual or implied legal responsibility to the City relating to the above obligations and responsibilities of the Project. Dakota County Contract #C0034765 P a g e | 5 of 9 JPA with City of Rosemount ARTICLE 7 Insurance Each party to this Agreement shall be solely liable for the acts of its officers, employees or agents and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other party, its officers, employees or agents. The provisions of the Municipal Tort Claims Act, Minn. Stat. Ch. 466, as amended, and other applicable laws govern liability of the County and the City. Each party warrants that each has minimum coverage consistent with liability limits contained in Minn. Stat. Ch. 466. In the event of any claims or actions filed by a third party against either party, nothing in this Agreement shall be construed to allow a claimant to obtain separate judgments or separate liability caps from the individual parties. To insure a unified defense against any third party liability claim arising from the work of the Project, the City agrees to require all contractors or subcontractors hired to do any of the work contemplated by this Agreement to maintain commercial general liability insurance in amounts consistent with minimum limits of coverage established under Minn. Stat. § 466.04 during the term of such activity. All such insurance policies shall name the City and the County as additional insureds. The City agrees to promptly provide the County copies of any insurance policy related to this Agreement upon the County’s request. ARTICLE 8 Reporting, Accounting and Auditing Requirements 8.1. Accounting Records. The City agrees to establish and maintain accurate and complete accounts, financial records and supporting documents relating to the receipt and expenditure of the funding provided in accordance with this Agreement. Such accounts and records shall be kept and maintained by the City for a minimum period of six (6) years following the expiration of this Agreement. The City agrees to promptly provide the County copies of any accounting records related to this Agreement upon the County’s request. 8.2. Auditing. The City shall maintain books, records, documents and other evidence pertaining to the costs or expenses associated with the work performed pursuant to this Agreement. Upon request, the City shall allow the County, the Legislative Auditor or the State Auditor to inspect, audit, copy or abstract of the books, records, papers or other documents relevant to this Agreement. The City shall use generally accepted accounting principles in the maintenance of such books and records, and shall retain all such books, records, documents and other evidence for a period of six (6) years from the date of the completion of the activities funded by this Agreement. 8.3. Data Practices. Each party agrees with respect to any data that it possesses regarding this Agreement to comply with the provisions of the Minnesota Government Data Practices Act contained in Minnesota Statutes Chapter 13, as the same may be amended from time to time. 8.4. Authorized Representatives. The following named persons are designated as the Authorized Representatives of the parties for purposes of this Agreement. These persons have authority to bind the party they represent and to consent to modifications to this Agreement, except that the Authorized Representatives shall have only authority Dakota County Contract #C0034765 P a g e | 6 of 9 JPA with City of Rosemount specifically granted by their respective governing boards. Notice required to be provided pursuant this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification to this Agreement: TO THE COUNTY: Steven C. Mielke, or successor Physical Development Division Director 14955 Galaxie Avenue Apple Valley, MN 55124-8579 Steven C. Mielke, or his successor, has the responsibility to monitor the City’s performance pursuant to this Agreement and the authority to approve invoices submitted for reimbursement. TO THE CITY: Logan Martin, or successor City Administrator 2875 145th St West Rosemount, MN 55068 In addition, notification to the County regarding termination of this Agreement by the City shall be provided to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55, Hastings, Minnesota 55033. 8.5. Liaisons. To assist the parties in the day-to-day performance of this Agreement and to ensure compliance and provide ongoing consultation, a liaison shall be designated by the County and the City. The parties shall keep each other continually informed, in writing, of any change in the designated liaison. At the time of execution of this Agreement, the following persons are the designated liaisons: County Liaison: Jeff Bransford, Parks Administrative Manager, or successor Telephone: (952) 891-7168 Email: Jeff.bransford@co.dakota.mn.us City Liaison: Dan Schultz, or successor Telephone: (651) 322-6012 Email: dan.schultz@ci.rosemount.mn.us 8.6. Changes to Designated Liaisons or Authorized Representatives. The parties shall provide written notification to each other of any change to the designated liaison or Authorized Representative. Such written notification shall be effective to change the designated liaison or Authorized Representative under this Agreement, without necessitating an amendment of this Agreement. ARTICLE 9 Modifications Any alterations, amendments, variations, modifications, or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing, approved by the parties’ respective governing boards, and signed by the Authorized Representatives of the County and the City. Dakota County Contract #C0034765 P a g e | 7 of 9 JPA with City of Rosemount ARTICLE 10 Termination 10.1. In General. Either party may terminate this Agreement for cause by giving seven (7) calendar days written notice of its intent to terminate to the other party. Such notice of termination for cause shall specify the circumstances warranting termination of this Agreement. Cause shall mean a material breach of this Agreement and any supplemental agreements or amendments thereto. Notice of termination shall be made by certified mail or personal delivery to the Authorized Representative of the other party. Termination of this Agreement shall not discharge any liability, responsibility or right of any party, which arises from the performance of or failure to adequately perform the terms of this Agreement prior to the effective date of termination. 10.2. Termination by the County for Lack of Funding. Notwithstanding any provision of this Agreement to the contrary, the County may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies, or other funding source, or if funding cannot be continued at a level sufficient to allow payments due under this Agreement or any contract or work orders of invoices submitted. The County is not obligated to pay for any services that are provided after written notice of termination for lack of funding. Neither party will be assessed any penalty of damages if this Agreement is terminated due to lack of funding. ARTICLE 11 Minnesota Law to Govern This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Minnesota, without giving effect to the principles of conflict of laws. All proceedings related to this Agreement or its breach shall be venued in Dakota County, Minnesota. ARTICLE 12 Merger 12.1. Final Agreement. This Agreement is the final expression of the agreement of the parties and the complete and exclusive statement of the terms agreed upon and shall supersede all prior negotiations, understandings, or agreements. No other understanding regarding this Agreement, whether written or oral, may be used to bind either party. The Recitals at the beginning are part of the Agreement. 12.2. Exhibits 1 (including all attachments or addenda) through and including Exhibit 2 are attached hereto, and all terms, obligations and conditions in said Exhibits are incorporated herein and made a part of this Agreement. By signing this Agreement, the parties affirm and acknowledge receipt of all the above Exhibits (including all attachments or addenda). Dakota County Contract #C0034765 P a g e | 8 of 9 JPA with City of Rosemount ARTICLE 13 Severability The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts that are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Agreement with respect to either party. ARTICLE 14 Waiver If either party fails to enforce any provision of this Agreement, that failure shall not result in a waiver of the right to enforce the same or another provision of this Agreement. ARTICLE 15 Relationship of the Parties Nothing contained in this Agreement is intended or should be construed as creating or establishing the relationship of co-partners or joint ventures between the County and the City, nor shall the County be considered or deemed to be an agent, representative or employee of the City in the performance of this Agreement. Personnel of the City or other persons while engaging in the performance of this Agreement shall not be considered employees of the County and shall not be entitled to any compensation, rights or benefits of any kind whatsoever from the County. ARTICLE 16 Interpretation and Construction This Agreement was fully reviewed and negotiated by the parties. Accordingly, the parties agree the “against the offeror” principle of contract interpretation and construction shall not be applied to this Agreement. Any ambiguity, inconsistency, or question of interpretation or construction in this Agreement shall not be resolved strictly against the party that drafted the Agreement. It is the intent of the parties that every section (including any subsection thereto), clause, term, provision, condition, and all other language used in this Agreement shall be constructed and construed to give its natural and ordinary meaning and effect. ARTICLE 17 Survivorship The following provisions under this Agreement shall survive after the termination or expiration of this Agreement: Article 6.2 (Acknowledgement); Article 7 (Insurance); Article 8 (Reporting, Accounting and Auditing Requirements); Article 11 (Minnesota Law to Govern); Article 13 (Severability); Article 16 (Interpretation and Construction); and Article 17 (Survivorship). Dakota County Contract #C0034765 P a g e | 9 of 9 JPA with City of Rosemount IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) indicated below. APPROVED AS TO FORM: DAKOTA COUNTY /s/ Helen R. Brosnahan 12/16/21 By _______________________________ Assistant County Attorney/Date Steven C. Mielke KS-21-343 Physical Development Division Director County Board Res. No. 21-318 Date of Signature: ____________________ CITY OF ROSEMOUNT By _______________________________ Bill Droste, Mayor Date of Signature: ________________ By _______________________________ Erin Fasbender, City Clerk Date of Signature: ________________