JOINT POWERS AGREEMENT BETWEEN CITY OF MAPLE GROVE AND INDEPENDENT SCHOOL DISTRICT NO. 279 RELATED TO THE FERNBROOK FIELD COMPLEX THIS AGREEMENT is entered into this day of, 2018, by and between the City of Maple Grove, a Minnesota municipal corporation, P.O. Box 1180, 12800 Arbor Lakes Parkway, Maple Grove, MN 55311 (hereinafter the City ) and Independent School District No. 279, an independent school district created and existing under the laws of the State of Minnesota, 11200 93 rd Avenue North, Maple Grove, MN 55369-6605 (hereinafter ISD 279 ). RECITALS: WHEREAS, City is the fee owner of certain real properties with the street addresses and property identification numbers as follows: 14601 99 th Ave. Maple Grove MN 55369 PIN 09-119-22-14-0005 14401 99 th Ave. Maple Grove MN 55369 PIN 09-119-22-15-0004 (hereinafter the City Property ); and WHEREAS, ISD 279 is the fee owner certain real property with the street address and property identification number as follows: 9601 Fernbrook Lane Maple Grove MN 55369 PIN 09-119-22-13-0004 (hereinafter the ISD 279 Property ; hereinafter City Property and ISD 279 Property collectively Property ); and WHEREAS, City is interested in constructing, on the Property, turf fields, park buildings, parking lot and internal roadway system, all as more fully described and set forth on the site plan attached hereto as Exhibit A (hereinafter the Project Layout ), together with all amenities therein (hereinafter the Facility ); and
WHEREAS, the parties desire to provide for the construction, funding and cooperative use of the Facility; and WHEREAS, Minn. Stat. 471.59 provides that two or more governmental units may by Agreement cooperatively exercise any power common to the governmental units; and WHEREAS, the City and ISD 279 have the authority to provide recreational facilities and programs; and WHEREAS, this Agreement sets forth the rights and obligations of the parties relating to the cooperative use of the Facility. NOW, THEREFORE, the parties agree as follows: ARTICLE I Cooperative Use 1.01 Purpose; Cooperative Use. The purpose of this Agreement is to provide for the construction, funding and cooperative use of the Facility. The City and ISD 279 shall cooperatively use the Facility in accordance with the terms and conditions set forth herein. 1.02 Term. This Agreement shall commence upon the execution of this Agreement by all parties and shall be perpetual, unless earlier terminated as provided herein. 1.03 Use and Scheduling. The Facility shall be used by the parties as follows: a. ISD 279 will have first priority use of the turf fields of the Facility as follows ( ISD 279 Use Time ): ISD 279 Use Time Spring (January through the last day school is in session) Fall (Day after Labor Day through December 31) Fields 1, 2 & 3 Field 4 Fields 1 & 2 Fields 3 & 4 Monday 6:00 am 5:15 pm 6:00 am 6:00 pm 6:00 am 5:15 pm 6:00 am 6:00 pm Tuesday 6:00 am 5:15 pm 6:00 am 6:00 pm 6:00 am 5:15 pm 6:00 am 6:00 pm Wednesday 6:00 am 5:15 pm 6:00 am 6:00 pm 6:00 am 5:15 pm 6:00 am 6:00 pm Thursday 6:00 am 5:15 pm 6:00 am 6:00 pm 6:00 am 5:15 pm 6:00 am 6:00 pm Friday 6:00 am 3:00 pm 6:00 am 3:00 pm 6:00 am 3:00 pm 6:00 am 3:00 pm ISD 279 Use Time shall be at no cost to ISD 279 and shall exclude those days that school is closed or lessons are not held for reasons other than a whole-of-school student event. The City shall designate the Facility field 2
numbers upon completion of the Facility and prior to ISD 279 use. For purposes of this Section 1.03.a., the last day school is in session is either the first or second week in June as determined by ISD 279. b. ISD 279 may schedule use of the turf fields of the Facility outside of the ISD 279 Use Time, if time is available, by requesting use from the City, which request is subject to the review and approval of the City (through its Maple Grove Parks and Recreation Board) and ISD 279 shall be charged the same City advertised rental rate charged to the public, which shall be paid to City prior to use. c. ISD 279 shall be allowed the exclusive use of the parking lot area of the Facility for student parking that is permitted by ISD 279 through the ISD 279 permitting process, Monday through Friday, from 6:00 A.M. to 3:00 P.M., during the school year (excluding non-school days). Parking lot shall be signed as student permit parking only until 3PM. Monday Friday. (ISD 279 shall pay the City for the use of the available parking stalls, currently 235 per the construction plans, at the current student parking permit rate in the manner set forth in Section 2.06 below). d. ISD 279 shall be allowed use of the restroom portion of the Facilities during the ISD 279 Use Time. The restrooms are anticipated to have automated locks controlled by the City. It is the intent of the City to utilize the automated locks to ensure the restrooms are unlocked and accessible to ISD 279. Any use of the Facilities outside the ISD 279 Use Time by ISD 279 or in the event the restrooms are not unlocked as stated above, ISD 279 shall notify the City through its Maple Grove Parks and Recreation Board that the restrooms require to be unlocked. e. The concession and picnic area portion of the Facility are available for use by ISD 279, by requesting use from the City, which request is subject to the review and approval of the City (through the Maple Grove Parks and Recreation Board) and ISD 279 shall be charged the same City advertised rental rate charged to the public, which shall be paid to City prior to use. f. Each party to this Agreement shall have sole responsibility to supervise the use of the Facility when it has use of the Facility. g. The City shall have access to the Facility during ISD 279 s Use Time for any necessary repair and maintenance. h. The parties and their respective employees, agents and invitees shall have the right to use the internal roadway system parking lot on the Property, as depicted on attached Exhibit A, for access and use of the Facility, and in the manner consistent with this Agreement, subject to the City ordinances 3
and the rules and regulations of the Maple Grove Parks and Recreation Board. i. Except for those uses related to sporting events, ISD 279 shall not use the Facility for assembly use or seating for large audiences unless otherwise approved by the Maple Grove Parks and Recreation Board. ARTICLE II Construction, Ownership and Maintenance of Facility 2.01 Construction of Facility. The City shall be allowed to construct the Facility on the Property in a manner similar to the Project Layout in a timeframe determined by the City, and in constructing the Facility shall be allowed on the ISD 279 Property, to bring and store all necessary tools, material and equipment thereon, and shall be entitled to alter the Property as is necessary to construct the Facility. The City shall pay for the cost of construction of the Facility, subject to ISD 279 payment to City as set forth in Section 2.05 below. 2.02 License. The parties grant a license unto the other party, and their respective elected officials, employees, agents, contractors and consultants to enter and remain on the Property for the purposes of construction, maintenance, operation and use of the Facility (hereinafter the License ), which License shall remain in full force and effect during the term of this Agreement subject to the terms of this Agreement. 2.03 Ownership. City is the owner of that part of the Facility that is located on the City Property and ISD 279 is the owner of that part of the Facility that is located on the ISD 279 Property, all subject to the rights and obligations of the parties set forth in this Agreement. 2.04 Maintenance and Upkeep. The City shall be responsible for all maintenance, repairs, replacement and upkeep of the Facility, located on the City Property and those areas of ISD 279 Property depicted and described on attached Exhibit B, necessary to keep the Facility in good repair and clean condition, except ISD 279 shall be responsible for any winter maintenance and snow removal of the parking lot and any pedestrian walkways. For purposes of this Section, Facility shall also include the fence to be constructed east of the parking lot area along Fernbrook Lane. Except as expressly provided above, ISD 279 shall be responsible for all maintenance, repairs, replacement and upkeep of the Facility located on the ISD 279 Property necessary to keep the Facility in good repair and clean condition. Any said maintenance, repairs, replacement and upkeep may interfere with and shall take priority over any parties use of the Facility. 2.05 ISD 279 Payments for Facility Capital Expenses. As a contribution by ISD 279 for the capital expenses to construct the Facility and its use as described herein, ISD agrees to accept a special assessment in the amount of $500,000.00, accruing simple interest at a rate of 2% per annum, to be paid in equal installments over a 20 year period. ISD 279 and City shall enter into an assessment agreement upon the execution of this Agreement to memorialize the agreement regarding the said special assessment. 4
2.06 ISD 279 Payments for Use of the Parking Lot. ISD 279 shall pay the City for the use of the 265 parking stalls within the parking lot at the then current student parking permit rate minus ISD 279 s reasonable and actual costs for monitoring of the parking lot area, during its exclusive use as provided for herein, and snow removal from the parking lot area. The amount shall be paid annually on or before June 1 st of each year of the term of this Agreement. ARTICLE III Liability 3.01 To the full extent permitted by law, the Agreement is intended to be and shall be construed as a cooperative activity and it is the intent of the parties that they shall be deemed a single governmental unit for the purposes of liability, all as set forth in Minn. Stat. 471.59, subd. 1a(a); provided further that for purposes of that statute, each party to this Agreement expressly declines responsibility for the acts or omissions of the other party. In addition to the foregoing, nothing herein shall be construed to waive or limit any immunity from, or limitation on, liability available to either party, whether set forth in Minn. Stat. ch. 466 or otherwise. 3.02 To the extent that tort damages or other related costs or fees become payable to a third party as the result of this Agreement or the activities carried out hereunder, the parties to this Agreement shall each pay an amount equal to their respective percentage of liability. Notwithstanding the foregoing, this Agreement is solely for the benefit of the parties hereto and no other person shall have any right, claim, or interest in it. 3.03 Neither party shall be responsible for injuries or death of the other party s personnel. Each party will maintain worker s compensation coverage to the extent required by law on its personnel who perform work pursuant to this Agreement. 3.04 The City and ISD 279 shall maintain their own comprehensive liability insurance policy or program in at least the amounts specified as to the extent of liability under Minn. Stat. 466.04, 471.59, subd. 1a(a). ISD 279 will be named as an additional insured on the City s policy and the City will be named an individual insured on ISD 279 s policy. Each party shall furnish the other party a certificate of insurance documenting the required coverage. ARTICLE IV Dispute Resolution 4.01 If a dispute develops between the parties regarding interpretation of the rights and obligations of the parties under this Agreement, such disputes shall be referred to the next administrative level of the respective bodies who shall attempt to settle the dispute. Such referral shall continue to succeeding levels of the respective bodies until all administrative levels have been exhausted; provided however, all such administrative levels shall be deemed to have been exhausted in the event such dispute remains unresolved in whole or in part for a period of sixty (60) days from and after the date of initial occurrence of the dispute. In the case of any dispute which also involves a material breach authorizing the non-breaching party to exercise its rights under Section 5.01 of this Agreement, the non-breaching party shall be entitled, but not required, to exercise its rights under Section 5.01 concurrent with any exercise of rights under this Section 5
4.01. If the dispute cannot be resolved in accordance with this Section 4.01, either party may (except to the extent theretofore exercised under Section 5.01 as hereinabove permitted) then exercise any and all of the rights and remedies available to such party under applicable law. For the purposes of this Agreement the term material breach shall mean failure to timely pay fees as required herein and an act or omission that significantly impairs the use of the Facility. ARTICLE V Termination 5.01 Termination. In the event of any material breach of any of the terms of this Agreement, the party alleging the breach may, in addition to, and not in lieu of, any other remedies available to such party under Section 4.01 of this Agreement or otherwise under applicable law, seek to terminate this Agreement by giving the breaching party written notice specifying the nature of the breach. If the breach is not remedied within thirty (30) days of the date of delivery of such notice, or if additional breaches of a materially similar nature occur within the thirty (30) day period following the date of delivery of said notice, the party alleging the breach may send the breaching party a second written notice setting forth the time, place and date of a meeting to discuss the breach, the time, date and place for which shall in all respects be reasonable and shall specify a date not later than ten (10) days from the date of such written notice. The Superintendent for ISD 279 or his or her designee(s) and the City Administrator for the City or his or her designee(s) shall attend such meeting. If the breach continues for more than thirty (30) days after the date of such meeting, the party alleging the breach may send a final written notice of termination to the breaching party terminating this Agreement effective upon the date of delivery of such notice. ARTICLE VI Miscellaneous 6.01 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. 6.02 Binding Effect. All of the covenants, conditions and agreements herein contained shall extend to, be binding upon, and inure to the benefit of the parties hereto and their respective permitted successors and assigns. 6.03 Severability. If any provisions of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. 6.04 Governing Law. This Agreement shall in all respects be governed by and interpreted under the laws of the State of Minnesota. 6
IN WITNESS WHEREOF, the parties have subscribed their names as of the day and year first above written. STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) INDEPENDENT SCHOOL DISTRICT NO. 279 The foregoing instrument was acknowledged before me this day of, 2018, by and, respectively the and of Independent School District 279, on behalf of said independent school district. By Its By Its Notary Public 7
CITY OF MAPLE GROVE By Its Mayor By Its City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of, 2018, by and, respectively the Mayor and City Clerk of the City of Maple Grove, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. Notary Public 8
EXHIBIT A PROJECT LAYOUT 9
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EXHIBIT B ISD 279 PROPERTY CITY RESPONSIBILITY AREAS That part of the North 50.00 feet of the South 810.00 feet of the West 130.00 feet of the West 1056.00 feet of the South Half of the Northeast Quarter of Section 9, Township 119, Range 22, Hennepin County, Minnesota. TOGETHER WITH: That part of the South Half of the Northeast Quarter of Section 9, Township 119, Range 22, Hennepin County, Minnesota, described as follows: Commencing at the southwest corner of Outlot B, MGLC ADDITION, according to the recorded plat thereof, Hennepin County, Minnesota; thence North 01 degrees 13 minutes 22 seconds West, assumed bearing along the west line of said Outlot B, a distance of 117.53 feet to the point of beginning; thence continuing North 01 degrees 13 minutes 22 seconds West along said west line, 53.91 feet; thence southwesterly 116.76 feet along a non-tangential curve concave to the northwest having a radius of 140.33 feet, central angle of 47 degrees 40 minutes 16 seconds and a chord bearing of South 65 degrees 38 minutes 31 seconds West; thence South 88 degrees 58 minutes 59 seconds West, not tangent to last described curve, 294.18 feet; thence South 00 degrees 33 minutes 22 seconds East, 10.67 feet; thence North 88 degrees 40 minutes 34 seconds East, 184.43 feet; thence southeasterly 82.83 feet along a non-tangential curve concave to the southwest having a radius of 66.83 feet, central angle of 71 degrees 00 minutes 45 seconds and a chord bearing of South 47 degrees 25 minutes 29 seconds East; thence North 89 degrees 26 minutes 38 seconds East, not tangent to last described curve, 1.74 feet; thence northeasterly 38.23 feet along a non-tangential curve concave to the southeast having a radius of 24.33 feet, central angle of 90 degrees 01 minutes 56 seconds and a chord bearing of North 44 degrees 27 minutes 36 seconds East; thence North 89 degrees 28 minutes 34 seconds East, not tangent to last described curve, 49.68 feet; thence northeasterly 88.90 feet along a non-tangential curve concave to the northwest having a radius of 249.77 feet, central angle of 20 degrees 23 minutes 32 seconds and a chord bearing of North 68 degrees 46 minutes 16 seconds East to the point of beginning. TOGETHER WITH: That part of the South Half of the Northeast Quarter of Section 9, Township 119, Range 22, Hennepin County, Minnesota, described as follows: Commencing at the southwest corner of Outlot B, MGLC ADDITION, according to the recorded plat thereof, Hennepin County, Minnesota; thence North 01 degrees 13 minutes 22 seconds West, assumed bearing along the west line of said Outlot B, a distance of 395.03 feet to the point of beginning; thence continuing North 01 degrees 13 minutes 22 seconds West along said west line, 107.28 feet to the north line of said South half of the 11
Northeast Quarter; thence North 89 degrees 55 minutes 04 seconds West along said north line of the South half of the Northeast Quarter, a distance of 18.10 feet; thence South 10 degrees 45 minutes 39 seconds East, 109.20 feet to the point of beginning. 12