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HomeMy WebLinkAboutItem 06.q Item No.________ PROPERTY DISPOSITION AGREEMENT WITH THE DAKOTA COUNTY CDA FOR THE HOLYOKE AVENUE STREET CLOCK June 19, 2017 City Council Meeting Proposed Action Staff recommends adoption of the following motion: Move to approve a Property Disposition Agreement Between the City of Lakeville and the Dakota County Community Development Agency (CDA) for the Holyoke Avenue Street Clock. Overview In conjunction with the Holyoke Ave. Improvement Project, the Holyoke Avenue Street Clock (see attached picture) is proposed to be relocated to Market Plaza approximately one block north of its existing location. The clock was installed in the public sidewalk in 2003 along Holyoke Avenue adjacent to Main Street Manor. The purchase of the clock was funded by the Dakota County CDA and the CDA has owned and maintained the clock for the past 14 years. The current Holyoke Ave. Improvement Project plans call for the clock to be moved to the entrance Market Plaza. In conjunction with the move, the clock would also be refurbished. The City would own and be responsible for the future maintenance of the Clock. Prior to the clock being moved to Market Plaza, the CDA needs to convey ownership of the clock. The proposed purchase price is $1.00. Staff recommends approval of the agreement to assume ownership of the Holyoke Avenue Clock and to refurbish it and relocate it to Market Plaza. Primary Issues to Consider • Why should the City assume ownership and relocate the Holyoke Avenue Clock? The clock was located adjacent to Main Street Manor in 2003 because Market Plaza did not yet exist. Market Plaza is a public gathering place and would be a better location for the Clock. With the refurbishment, the Clock should last another 15-20 years. Supporting Information • Agreement with the Dakota County CDA Financial Impact: $ __1.00______ Budgeted: Y/N _Y___ Source: _Holyoke Avenue Improvement Project Funds _____ Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: Design That Connects the Community Report completed by: David L. Olson, Community & Economic Development Director 1 PROPERTY DISPOSITION AGREEMENT BETWEEN THE CITY OF LAKEVILLE AND THE DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY FOR THE HOLYOKE AVENUE STREET CLOCK THIS PROPERTY DISPOSITION AGREEMENT is entered into this ____ day of ______, 2017, by and between the City of Lakeville, a Minnesota municipal corporation (“the City”), and the Dakota County Community Development Agency, a Minnesota public body corporate and politic (“the CDA”). RECITALS WHEREAS, in 2003 the CDA, as an owner of real property in Downtown Lakeville, agreed to provide funding for the Holyoke Avenue street clock (“the Property”) generally located in the right-of-way northeast of the intersection of Holyoke Avenue and 209th Street W. abutting the CDA-owned property at 20885 Holt Avenue (Lot 1, Block 1, Senior Housing Addition, Lakeville, Dakota County, Minnesota); and WHEREAS, the CDA also agreed to take ownership and be responsible for maintenance of the Property in 2003; and WHEREAS, the City has approved roadway improvements for Holyoke Avenue between Heritage Drive south to 215th Street West/CSAH 70, including streetscape improvements; and WHEREAS, the Holyoke Avenue streetscape improvements project requires the removal of the Property to facilitate the construction of the streetscape improvements; and WHEREAS, the CDA has determined the Property is no longer needed by the CDA; and WHEREAS, the CDA and the City desire the transfer of ownership of the Property from the CDA to the City so that it can be relocated to the City-owned Market Plaza parking lot property generally located at Holyoke Avenue and 208th Street W. (Outlot A, Market Plaza, Lakeville, Dakota County, Minnesota); and WHEREAS, the CDA Board of Commissioners has approved the transfer of ownership of the Property from the CDA to the City pursuant to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual agreements and covenants contained therein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually agreed and covenanted by and between the parties to this Agreement, under seal, as follows: 2 ARTICLE 1 TERMS AND CONDITIONS 1. Sale of Equipment. The CDA hereby sells to the City and the City hereby purchases from the CDA the Property described as Howard Replica Seth Thomas (4MST) four-face Street Clock with “Lakeville” headers on four faces manufactured and installed by The Verdin Company. 2. Purchase Price. The City shall pay the CDA for the Property, as full and complete consideration therefore, the sum of One Dollar ($1.00). 3. Payment. Payment of the full purchase price shall be made by the City to the CDA by the time the City removes the Property located generally at 20885 Holt Avenue, Lakeville, Minnesota 55044. 4. Taxes. The City and the CDA both represent that they are tax-exempt governmental entities under applicable laws of the State of Minnesota. 5. Removal, Transport, Site Preparation, and Installation. The City, at its sole liability and risk, shall be responsible for removing, loading, transporting, preparing a site suitable for the installation, repairing, and operating of the Property. The City shall be solely financially responsible for the removal, transport, site preparation, installation, repairing, and operating of the Property. 6. Acceptance. “Acceptance” of the Property shall be deemed to occur on the date when the City removes the Property from the Holyoke Avenue right-of-way adjacent to the CDA- owned premises. The City shall remove the Property no later than November 30, 2017. 7. Delivery, Title and Risk of Loss. Title to and risk of loss or damage to the Property will pass from the CDA to the City upon acceptance of the Property. 8. Warranty. The City and the CDA agree that the Property to be sold under this Agreement is used-equipment and sold on an "AS IS, WHERE IS, WITH ALL FAULTS" basis. THE CDA MAKES NO REPRESENTATION OR WARRANTY, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE PROPERTY INCLUDING MAKING NO WARRANTY THAT THE PROPERTY WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THE ONLY WARRANTY OR REPRESENTATION MADE BY THE CDA IS A WARRANTY THAT SELLER IS THE OWNER OF THE PROPERTY. The City assumes all risks and liability whatsoever resulting from the possession, use or disposition of the Property. The CDA will have no liability with respect to the Property sold to the City, including having no liability for indirect, incidental or consequential damages. 9. Ownership and Authority. The CDA warrants that it owns the Property, free and clear of any encumbrances, and that it is authorized to sell such Property to the City without regard to a competitive bidding process. 3 10. Indemnification. A. The City shall indemnify and hold the CDA, its trustees, officers, employees, and agents harmless from any loss, lawsuit, liability, damage, cost and expense (including reasonable attorneys' fees) which may arise out of or result from (i) claims by third persons against the CDA that the Property has caused damage to property or bodily injury (including death); or (ii) the acts or omissions of the City, its agents or employees in connection with this Agreement; or (iii) any defects in any Equipment supplied by the CDA. The City's indemnification obligations hereunder shall not apply to the extent that any claim is caused by the negligence or misconduct of the CDA. The invalidity, in whole or in part, of any of the foregoing paragraph will not affect the remainder of such paragraph. 11. General Provisions. A. Compliance with Laws. The City and the CDA agreement to perform the terms of this Agreement in compliance with all applicable Federal, State, and local laws, rules, regulations, and ordinance, and represent that they are authorized to engage in the activities necessary to perform their obligations under this Agreement. B. Non-Discrimination Policy: The parties hereto shall not discriminate in their employment practices against any person by reason of race, religion, color, gender, sexual orientation or national origin and agree to comply with the provisions of such laws in the performance of work or furnishing of services, materials or supplies hereunder. For this purpose, the provisions of such laws and orders and pertinent regulations, as now in force or hereafter amended, shall be deemed an integral part of this Agreement to the same extent as if written at length. C. Notices. All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery by either facsimile or registered or certified mail, return receipt requested, postage prepaid thereon. All notices or communications between the City and the CDA pertaining to this Agreement shall be addressed as follows: If to City: City of Lakeville Attn: City Administrator 20195 Holyoke Ave. Lakeville, MN 55044 4 If to CDA: Dakota County CDA Attn: Executive Director 1228 Town Centre Drive Eagan, MN 55123 D. In the event of any equipment recall notice is received by the CDA, the CDA shall send such notice to the City. E. Waiver. Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall neither be considered a waiver nor deprive that party of any right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing and signed by the party to be charged therewith. F. Modifications. No revision or modification of this Agreement shall be effective unless in writing and executed by authorized representative of both parties. G. Severability. If any portion of this Agreement is held invalid, such invalidity shall not affect the validity of the remaining portions of the Agreement, and the parties will substitute for any such invalid portion hereof a provision which best approximates the effect and intent of the invalid provision. H. Governing Law and Jurisdiction. This Agreement shall be administered and interpreted under the laws of the State of Minnesota. This Agreement shall not be construed for or against any party by reason of who drafted the provisions set forth herein. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall remain in full force and effect. I. Headings. The paragraph titles of this Agreement are for conveniences only and shall not define or limit any of the provisions hereof. J. Entire Agreement. This Agreement is intended as the complete and exclusive statement of the agreement between the City and the CDA with respect to the subject matter hereof, and it supersedes any and all prior agreements and negotiations related thereto. K. Binding Effect. The provisions hereof shall be binding upon and shall inure to the benefit of the City and the CDA, their respective successors, and permitted assigns. L. Survival. The representations and warranties contained herein shall survive termination of this Agreement. 5 M. Counterparts. Provided that all parties hereto execute a copy of this Agreement, this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Executed copies of this Agreement may be delivered by facsimile transmission or other comparable means. This Agreement shall be deemed fully executed and entered into on the date of execution by the last signatory required hereby. N. Signatures. The parties hereby warrant that the persons executing this Agreement are authorized to execute this Agreement and are authorized to obligate the respective parties to perform this Agreement. A facsimile or other form of electronic signature on this Agreement shall be treated for all purposes as an original signature. 6 IN WITNESS WHEREOF, the parties hereto have executed this Property Disposition Agreement. CITY OF LAKVEILLE, MINNESOTA Dated:_____________________ By: _______________________________ Douglas P. Anderson, Mayor By: _______________________________ City Clerk DAKOTA COUNTY COMMUNITY DEVELOPMENT AGENCY Dated_____________________ By: __________________________________ Tony Schertler, Executive Director APPROVED AS TO FORM ________________________________________ Assistant County Attorney/Date 7 STATE OF MINNESOTA ) ( ss. COUTY OF DAKOTA ) The foregoing instrument was acknowledged before me the _____ day of __________, 2017, by Douglas P. Anderson and ___________________, respectively the Mayor and City Clerk of the City of Lakeville, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. _________________________________ Notary Public STATE OF MINNESOTA ) ( ss. COUTY OF DAKOTA ) The foregoing instrument was acknowledged before me the _____ day of __________, 2017, by Tony Schertler, the Executive Director of the Dakota County Community Development Agency, a Minnesota corporation, on behalf of the corporation and pursuant to the authority granted by its Board of Commissioners. ______________________________ Notary Public