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Res 2015- 08 West St Paul, ISD 197 JPA Ice Arena RenovationsCITY OF MENDOTA HEIGHTS DAKOTA COUNTY, MINNESOTA RESOLUTION 2015-08 RESOLUTION FORMALLY AUTHORIZING PARTICIPATION IN A JOINT POWERS AGREEMENT (JPA) FOR THE RENOVATION OF THE JOHN V. HOENE ICE ARENA WHEREAS, the City of Mendota Heights recognizes the importance of the John V. Hoene Ice Arena, located in West St. Paul, to the northern Dakota County area; and WHEREAS, the ice arena is in need of repairs and upgrades, without which may require the closing of the arena; and WHEREAS, the Mendota Heights City Council on September 16, 2014 approved a letter pledging up to $555,333 towards the renovation of the ice arena in conjunction with the City of West St. Paul and ISD 197; and WHEREAS, the City Council Mendota Heights will make i/2 of the contribution in 2015 with the second 1/2 being paid in 2019; and WHEREAS, the City Council of Mendota Heights have duly considered this matter and wish to enter into an agreement for the renovation of the John V. Hoene Ice Arena. NOW THEREFORE BE IT RESOLVED that the City Council of the City of Mendota Heights, Minnesota has by RESOLUTION 2015-08 FORMALLY AUTHORIZED PARTICAPTION IN A JOINT POWERS AGREEMENT FOR THE RENOVATION OF THE JOHN V. HOENE ICE ARENA. Adopted by the City Council of the City of Mendota Heights this 3rd day of February, 2015. ATTES Lorri Smith, City Clerk CITY COUNCIL CITY OF MENODTA HEIGHTS ) Sandra Krebsbach, M,iyor JOINT POWERS AGREEMENT FOR THE RENOVATION OF THE JOHN V. HOENE ICE ARENA This Joint Powers Agreement ("Agreement") is between the City of West St Paul ("West St. Paul"), the City of Mendota Heights ("Mendota Heights") and Independent School District 197 ("School District"), collectively referred to as the "Parties." 1. GENERAL PURPOSE Under Minn. Stat. §471.59, the Parties are empowered to enter into agreements for the joint exercise of powers with other governmental units. The John V. Hoene Ice Arena, which is located in West St. Paul, serves students and adult skating and hockey needs for Henry Sibley High School and other youth hockey programs. The Ice Arena is in need of upgrades, repairs, replacement of the refrigeration system and an extensive renovation in order to provide a facility that will serve the needs of the Parties for the next 20 years. 2. TERM OF AGREEMENT The term of this Agreement shall commence on November 1, 2014, or the date all required signatures are obtained, whichever is later, ("Effective Date") and shall remain in full force and effect for 240 months from the. Effective Date ("Term") unless terminated by the Parties as provided in this Agreement, whichever occurs first. 3. DEFINITIONS In this Agreement the following terms shall be defined as follows unless the context requires otherwise: 3.1. Agreement: This Agreement, as it may be amended, supplemented, or restated from time to time. 3.2. Change Order: A written order to the Contractor approved by the Parties to this Agreement and signed by the West St. Paul Representative on behalf of the Parties authorizing a change in the work included within the Contract Documents and/or an adjustment in the price and/or an adjustment in the construction schedule, issued after execution of the contract for the construction of the Project. 3.3. Contract Documents: Drawings, specifications, general and special conditions, addenda, if any, Change Orders, and the construction contract for the Project, approved by the Parties, or their respective representatives. 3.4. Contractor: The person or entity that is awarded the contract for the construction of the Project. The Contractor's construction contract for the Project shall be with West St. Paul. 1 3.5. Ice Arena: The John V. Hoene Ice Arena, located at 60 West Emerson Avenue, West St. Paul, Dakota County, Minnesota. 3.6. Mendota Heights: The City of Mendota Heights, a Minnesota municipal corporation. 3.7. Mendota Heights Representative: The Mendota Heights City Administrator, or his designee. 3.8. Project: The renovation of the John V. Hoene Ice Arena, further described on Exhibit A, attached hereto and incorporated herein. 3.9. Project Construction Costs: All costs for and associated with Project construction. 3.10. School District: Independent School District 197, a Minnesota public corporation 3.11. School District Representative: The School District Superintendent, or designee. 3.12. Uncontrollable Circumstances: The occurrence or non-occurrence of acts or events beyond the reasonable control of the Party relying thereon, and not the result of willful or negligent action or inaction of the Party claiming the event as an Uncontrollable Circumstance, that materially and adversely affects the performance of the Party claiming the event as an Uncontrollable Circumstance including but not limited to the following: (a) Acts of God, including, but not limited to floods, ice storms, blizzards, tornadoes, landslides, lighting and earthquakes (but not including reasonably anticipated weather conditions for the geographic area), riots, insurrections, war or civil disorder affecting the performance of work, blockades, power or other utility failure, and fires or explosions. (b) The adoption of or change in any federal, state, or local laws, rules, regulations, ordinances, permits, or licenses, or changes in the interpretation of such laws, rules, regulations, ordinances, permits, or licenses by a court or public agency having appropriate jurisdiction after the date of the execution of this Agreement. (c) A suspension, termination, interruption, denial, or failure of renewal of any permit, license, consent, authorization, or approval essential to the construction of the Project. (d) Orders and/or judgments of any federal, state, or local court, administrative agency, or governmental body, provided, however, that the contesting in good faith by such Party of any such order and/or judgment shall not constitute or be construed to constitute a willful or negligent action or inaction of such Party. (e) Strikes or other such labor disputes shall not be considered an Uncontrollable Circumstance, unless such strike or labor dispute involves persons with whom the Parties have no employment relationship and for whom, despite using best efforts, the Parties cannot obtain substitute performance. 2 3.13. West St. Paul: The City of West St. Paul, a Minnesota municipal corporation. 3.14. West St. Paul Representative: The West St. Paul City Manager, or his designee. 4. PROJECT DEVELOPMENT, DESIGN, CONTRACT AWARD, CONSTRUCTION 4.1. Development and Design. The Parties will jointly develop and design the scope of the Project. 4.2. Contract Award. The Contract Documents shall be approved by the Parties prior to the solicitation of bids. In accordance with the applicable provisions of Minnesota Statutes Ch. 429, West St. Paul will cause bids to be received by it for the construction of the Project and, subject to approval by the Mendota Heights and School District Representatives, shall award the contract for the construction of the Project to the lowest responsible bidder. 4.3. Project Construction. Subject to Uncontrollable Circumstances, West St. Paul shall cause the Project to be constructed in accordance with the Contract Documents. 4.4. Construction Administration. West St. Paul shall perform appropriate Project construction administration services, including, without limitation, representation of the Parties hereto with regard to activities of the Contractor at the construction site, periodic observations of the work at the construction site, initiate appropriate action to present or have corrected as appropriate, any work observed not to be in accordance with the Contract Documents, process Change Orders, and process Contractor pay request. West St. Paul shall not be responsible for the acts or omissions of the Contractor nor shall West St. Paul be responsible for construction means, methods, techniques, sequences, procedures or safety precautions at the construction site. 4.5. Change Orders. The Parties acknowledge that Contract Documents will be entered into by West St. Paul on behalf of the Parties with respect to the Project, and that Change Orders or other documents may be entered into by the Parties, or by West St. Paul on behalf of the Parties, with respect to the Project. To the extent any Change Order increases the cost of the Project described in Exhibit A which would result in an increase in the contribution of one or both of the other Parties, West St. Paul must not approve such a Change Order without the approval of the governing body of the Party or Parties affected by the increased cost of the Project. This Agreement shall be construed so as to give the fullest effect to its provisions, consistent with the provisions of the other contracts and documents referred to above. 5. PROJECT COSTS 5.1. Allocation. The expenses associated with the Project shall be allocated amongst the Parties as follows: (a) West St. Paul shall contribute $555,333.00 through general obligation bonds issued on or before July 1, 2015. (b) School District shall contribute $555,333.00 by paying West St. Paul by check or wire transfer on or before May 15, 2015. 3 (c) Mendota Heights shall contribute $555,333.00 by paying West St. Paul by check or wire transfer as follows: 1. $277,666.50 on or before May 15, 2015 2. $277,666.50 on or before January 15, 2019 5.2. Payments to Contractor. West St. Paul shall make progress payments to the Contractor for the construction of the Project, and upon prior approval of the Parties, shall make the fmal payment to the Contractor in accordance with the Contract Documents as agent for the other Parties and on its own behalf. 6. REPRESENTATIVES To assist the Parties in the day-to-day performance of this Agreement and to ensure compliance with the specifications and provide ongoing consultation, representatives shall be designated by the Parties. The Parties shall inform the others, in writing, of any change in the designated representative. At the time of execution of this Agreement the designated representatives are identified in Section 3, the Definitions Section of this Agreement. 7. LIABILITY AND INSURANCE Each Party to this Agreement shall be liable for its own acts or omissions and those of its own employees and the results thereof to the extent authorized by law, and shall not be responsible for the acts of the other Party, its agents or employees. It is understood and agreed that liability and damages arising from the Parties' acts and omissions are governed by the provisions of the municipal Tort Claims Act, Minn. Stat. Ch. 466, the Minnesota Tort Claims Act and other applicable laws. Each Party warrants that it is able to comply with the aforementioned liability and insurance requirements through an insurance or self-insurance program and that each has minimum coverage consistent with the liability limits contained in Minn. Stat. Ch. 466. This Agreement shall not be construed as and does not constitute a waiver by any Party of any conditions, exclusions or limitations on the Party's liability provided by Minnesota Statutes, Chapter 466, or other applicable laws. This clause will not be construed to bar any legal remedies that each Party may have for another's failure to fulfill its obligations under this Agreement. 8. GOVERNMENT DATA PRACTICES The Parties must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by each Party under this Agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by any Party under this Agreement. 9. VENUE 4 Venue for all legal proceedings out of this Agreement, or its breach, must be in the appropriate court of competent jurisdiction in Dakota County, Minnesota. 10. TERMINATION 10.1. Termination. This Agreement may be terminated by any Party for Cause. "Cause" is deemed as a breach of this Agreement by a Party or a Party's habitual neglect in the performance of its obligations pursuant to this Agreement. Cause will not be deemed to exist unless and until the Party asserting that a breach or habitual neglect has occurred provides the Party in breach or habitual neglect with written notice providing specific notice of the breach or habitual neglect and a sixty (60) calendar day opportunity to cure the breach or habitual neglect and the Party in receipt of the notice of breach or habitual neglect fails to remedy such breach or habitual neglect within sixty (60) calendar days. Upon termination of this Agreement for Cause, School District or Mendota Heights may request reimbursement for their respective portion of the contributed Project Construction Costs that have been paid to West St. Paul, on a pro -rated basis. 10.2. Termination for Insufficient Funding. Any Party may immediately terminate this Agreement if West St. Paul fails to successfully issue general obligation bonds to fund its portion of the Project. A Party is not obligated to pay for any services that are provided after notice and effective date of termination. A Party will not be assessed any penalty or damages if the Agreement is terminated due to lack of funding under this paragraph. West St. Paul must provide the other Parties notice of the lack of funding within a reasonable time of receiving that notice. 10.3. Termination for Closing Prior to 20 years. If the Ice Arena closes prior to the expiration of the Term of this Agreement, School District or Mendota Heights may terminate this Agreement and may request reimbursement for their respective portion of the contributed Project Construction Costs that have been paid to West St. Paul, on a pro -rated basis. However, if the Ice Arena closes prior to the expiration of 20 years due to any of the following: (a) Local youth hockey programs rents less than 65% of the ice time at the Ice Arena than the youth hockey programs rented the previous year; (b) School District discontinues its hockey program or rents less than 65% of the ice time at the Ice Arena than the School District rented the previous year; or (c) Uncontrollable Circumstances, then no Party shall be entitled to reimbursement for any portion of the contributed Project Construction Costs. 10.4. On -Going Ownership and Operation of Ice Arena. At the end of the Term of this Agreement or upon its termination as described in this Article 10, West St. Paul will continue to own and operate the Ice Arena at its own expense. 5 11. MISCELLANEOUS PROVISIONS 11.1. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by the Parties hereto on separate counterparts, each of which counterparts when so executed and delivered shall be deemed to be an original, and all of which counterparts when taken together shall constitute but one and the same Agreement. 11.2. Assignment. No Party may assign or transfer any rights or obligations under this Agreement without the prior consent of the other Parties and a fully executed Assignment Agreement, executed and approved by the same Parties who executed and approved this Agreement, or their successors in office. 11.3. Amendments. Any amendment to this Agreement must be in writing and will not be effective until it has been executed and approved by the same Parties who executed and approved the original Agreement, or their successors in office. 11.4. Waiver. If any Party fails to enforce any provision of this Agreement, that failure does not waive the provision or its right to enforce it. 11.5. Contract Complete. This Agreement contains all negotiations, understandings and agreements between the Parties. No other understanding, agreement or revision regarding this Agreement, whether written or oral, may be used to bind any Party unless stated in writing and signed by all Parties. 11,6 Severability. In case any one or more of the provisions of the Agreement will be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired thereby. 11.7 Notices. All notices or communications required or permitted pursuant to this Agreement shall be either hand delivered or mailed to the Parties, certified mail, return -receipt requested, to the following address: WEST ST. PAUL: West St. Paul Attic: City Manager 1616 Humboldt Avenue West St. Paul, MN 55118 MENDOTA HEIGHTS: Mendota Heights Attn: City Administrator 1101 Victoria Curve Mendota Heights, MN 55118 6 SCHOOL DISTRICT: ISD 197 Attn: Director of Operations 1897 Delaware Avenue Mendota Heights, MN 551158 IN WITNESS WHEREOF, the undersigned governmental units have caused this Agreement to be executed by its duly authorized officers. WEST ST. PAUL David Meisinger Mayor Matthew Fulton City Manager Date: 7 CITY OF MENDO A HEIGHTS Sandtra I rel sbach Mayor Tamara Schutta Interim City Administrator Date:..3 8 INDEPENDENT SCHOOL DISTRICT 197 Name: Title: Name: Title: Date: 9 Architectural systems Roofing Exterior issues Interior Issues Mechanical Systems plumbing HVAC Electrical lighting Ice System concrete floor refrigeration (R-22 Replacement) Total Construction Design/Engineering (16%) Total Project estimate Funding Sources State of Minnesota West St Paul Mendota Heights ISD 197 EXHIBIT A Total Project Estimate $ 50,000 $ 60,000 $ 36,000 $ 39,000 $ 250,000 2015* 2019 60,000 36,000 $ 39,000 $ 40,000 46,000 $ 46,000 $ 525,000 $ 600,000 $ 1,606,000 $ 260,000 $ 1,866,000 $ 200,000 $ 555,333 $ 555,333 $ 555,333 $ 1,865,999 $ 525,000 $ 600,000 $ 1,346,000 $ 201,900 $ 1,547,900 $ 50,000 $ 210,000 $ 260,000 $ 39,000 $ 299,000 $ 200,000 $ 555,333 $ 277,666 $ 277,666 $ 555,333 $ 1,588,332 $ 277,666 *2105 Project elements will be completed between March 15 and September 15, 2015