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
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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:
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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.
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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
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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.
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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.
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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
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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