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
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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.
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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
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(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.
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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.
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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
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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.
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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).
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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).
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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: ________________