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HomeMy WebLinkAboutItem 06.f• • ☐ 198527v3 1 AGREEMENT AGREEMENT made this 17th day of September, 2018, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation ("City"), and the LAKEVILLE BASEBALL ASSOCIATION, INC., a Minnesota non-profit corporation (the "Association"). RECITALS A. The City owns and operates a park known as King Park (“Park”); B. The Association desires to construct and donate to the City an ADA accessible 9 - hole mini-golf course (“Golf Course”) in King Park; C. The Association will raise the necessary funding and contract for the construction of the Golf Course; D. The parties desire to set forth the terms and conditions related to the funding and construction of the Golf Course. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. DONATION. A. The City agrees to contribute $25,623.97 (“City Funds”) to the Golf Course. The City funds will be provided by the Liquor Department, through prior fundraising efforts for the Golf Course. City Funds will be provided to the Association within 30 days following the approval of this Agreement and shall be used solely for development of the Golf Course. B. Except for City Funds provided under subparagraph A, the Association hereby agrees to donate all other costs for designs, plans, construction, materials and related services necessary to complete the Golf Course. 2. PROJECT OVERSIGHT. All designs plans and specifications for the Golf Course will be subject to review and approval by the City Parks and Recreation Director. The City reserves the right to monitor and supervise the construction of the Golf Course. Scheduling of the Project will be subject to City approval, in its sole discretion. 3. AUTHORIZATION. The City agrees to permit the Association and its contractors the right to enter King Park for the purpose of constructing the Golf Course within the areas designated for construction in the approved plans and specifications for the Golf Course. 198527v3 2 4. DESIGN AND CONSTRUCTION. A. Plans and Specifications. The Association shall prepare City plans and specifications for the design and construction of the Golf Course, which shall be approved by the City Parks Director prior to construction. B. Contracts and Construction. 1. The Association shall construct the Golf Course within the area designated in King Park for the construction of the Golf Course and in accordance with the approved plans and specifications (the “Association Work”). 2. All changes, expansions or alterations to the approved plans and specifications for construction of the Golf Course must be reviewed and approved by the City's Park and Recreation Director. 3. The Association shall provide status reports to the City concerning the status of the Association Work and will make the City aware of any significant issues concerning the construction of the Golf Course. 4. The Association shall use its best efforts to conduct all of its activities related to the development of the Golf Course in such a manner as to not interfere with or impede the operation of the City’s property and related activities in any manner whatsoever. 5. The City may stop all construction work within the Park by giving notice to the Association and/or to anyone on site, if the City determines, in its reasonable estimation, that any proposed work may potentially cause an unsafe condition or damage or impair the City’s property. 6. All Association contractors and workers shall be under contract to the Association or its designee (“Contracts”) and not the City. All contractors and subcontractors shall have provided to the City a Waiver of any Mechanics and Workman’s Lien Rights as part of their Contracts, have liability insurance to levels approved by the City and provide Certificates of Liability Insurance to the City naming the City as a certificate holder thereon, and shall also agree to indemnify and hold the City harmless with regard to any contract or work disputes on the site as part of their contract with the Association. C. Inspection. The Association shall be responsible for all inspections of the work under the Contracts. The City shall have the right to inspect of all construction of the Association Work. D. Completion. The Association shall substantially complete construction of the Golf Course by November 15, 2019. 198527v3 3 E. Notifications. The Association or its designee shall notify the City at least 24 hours prior to conducting Association Work within King Park. 5. INSURANCE. A. During the term of this Agreement and prior to commencing any work within King Park, the Association shall secure and maintain such insurance as will protect the Association, its officers, members and volunteers from claims under the Worker’s Compensation Act, automobile liability, and from claims for bodily injury, death, or property damage which may arise from the performance of services under this Agreement. Such insurance shall be written for amounts not less than: Commercial General Liability $1,000,000 each occurrence/aggregate Excess/Umbrella Liability $2,000,000 each occurrence/aggregate B. The City shall be named as an additional insured on the general liability and umbrella policies of the Association. All such insurance policies shall contain a provision that they may not be cancelled unless prior written notice thereof is given to City not less than thirty (30) days prior to such cancellation date. Before commencing work, the Association shall provide the City with certificate of insurance from the insurer evidencing the required insurance coverage in a form acceptable to the City. 6. INDEMNIFICATION. To the fullest extent permitted by law and except for negligence by the City, its officer, employees or agents, the Association agrees to release, defend, indemnify, and save and hold harmless the City, its officers, agents, and employees, of and from any and all claims, demands, actions, causes of action, including costs and attorney’s fees, arising out of or by reason of the performance of the Association Work by the Association, its volunteers, members, employees, contractors and agents, and further agrees to def end at its sole cost and expense any action or proceeding commenced for the purpose of asserting any claim of whatsoever character arising hereunder. The Association shall indemnify City against legal liability for damages arising out of claims by Association, its officers, members or volunteers. 7. ASSUMPTION OF RISK OF LOSS. The Association assumes all risk for any loss of and to materials, equipment or property owned by the Association used or kept at the Park in accordance with this agreement, from any cause whatsoever including, but not limited to, theft and vandalism. 8. EARLY TERMINATION. Either party may terminate this Agreement prior to commencement of Association Work by providing the other party 10 days written notice. This Agreement may terminate without notice in the event of a breach by either party. Upon completion and acceptance by the City of the Golf Course, this Agreement shall terminate, except for Paragraph 6, 7, 9, 10(c) and 10(J) that will survive termination. 198527v3 4 9. OWNERSHIP. A. The Park, Golf Course and all improvements thereon will remain, at all times, in the sole possession, ownership and control of the City. B. No interest in real estate is being created by the City on behalf of the Association under the terms of this Agreement. The City is not transferring control of the Park or Golf Course by entering into this Agreement. 10. MISCELLANEOUS A. Unsafe Conditions. The Association will immediately notify the Cit y’s Park and Recreation Director of any hazardous or unsafe conditions observed by the Association or its members during construction, of the Golf Course. Notification shall be made by telephone (952) 985-4608, email, or in person. B. Notifications. Except as otherwise provided, notices required under this Agreement shall be electronic mail, hand delivered, or mailed as follows: AS TO CITY: City Parks and Recreation Director City of Lakeville 20195 Holyoke Avenue Lakeville, MN 55044 AS TO ASSOCIATION: Lakeville Baseball Association P.O. Box 517 Lakeville, Minnesota 55044 Attn: Brian Roseen The Association shall identify a primary contact for the Association, including address, email and telephone information and shall update the contact information with any changes. C. Records Access. The Association and its contractors shall provide the City, upon request, with access to any books, documents, papers, and record which are directly pertinent to the specific contract, for the purpose of making audit, examination, excerpts, and transcriptions. D. Compliance with Laws and Regulations. In providing the Association Work hereunder, the Association, its officers, employees, agents, contractors and volunteers shall abide by all pertinent statutes, ordinances, rules and regulations. E. Assignment. The Association shall not transfer or assign this Agreement to any other party. F. Governing Law. The laws of the State of Minnesota govern the interpretation of this Agreement. 198527v3 5 G. Severability. If any provision, term, or condition of this Agreement is found to be or become unenforceable or invalid, it shall not affect the remaining provisions, terms, and conditions of this Agreement, unless such invalid or unenforceable provision, term, or condition renders this Agreement impossible to perform. Such remaining terms and conditions of the Agreement shall continue in full force and effect and shall continue to operate as the parties’ entire agreement. H. Entire Agreement. This Agreement represents the entire agreement of the parties and is a final, complete, and all-inclusive statement of the terms thereof, and supersedes and terminates any prior agreement(s), understandings, or written or verbal representations made between the parties with respect thereto. I. No Waiver. A waiver by either party of any of the terms and conditions of this Agreement at any instance shall notice deemed or construed to be a waiver of such term or condition for the future or of any subsequent breach thereof. J. Minnesota Government Data Practices Act. The Association and its contractors must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by City pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by Roberts pursuant to this Agreement. The Association is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event The Association receives a request to release data, The Association must immediately notify City. City will give The Association instructions concerning the release of the data to the requesting party before the data is released. The Association agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from The Association’s officers’, agents’, partners’, employees’, volunteers’, assignees’ or subcontractors’ unlawful disclosure and/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. THIS AGREEMENT executed by the parties hereto the day and year first above written. CITY OF LAKEVILLE BY: ______________________________ Douglas P. Anderson, Mayor AND _____________________________ Charlene Friedges, City Clerk 198527v3 6 LAKEVILLE BASEBALL ASSOCIATION, INC. BY: ______________________________ ITS _____________________________ MINI GOLF HOLES HOLE #1 HOLE IN ONE 20’ LONG HOLE #2 BUNKER 77’ LONG HOLE #3 PICK THE PATH 19’ LONG HOLE #4 4-TIER 43’ LONG HOLE #5 HOUR GLASS 27’ LONG HOLE #6 ARC0 42’ LONG HOLE #7 PEANUT 23’ LONG HOLE #8 OUT N BACK 21’ LONG HOLE #9 OBSTACLE 20’ LONGNOTE: LANDSCAPE DESIGN IS SHOWN FOR GRAPHIC PURPOSES ONLY.KING PARK • LAKEVILLE, MN • APRIL, 2018© 2018 CRS DESIGNMINI BRACKETS1” = 20’-0”24’x10’ SINGLE POST CANTILEVER SHADE & 2 BENCHESN123456789BENCHEXPANDED PAD FOR ACCESSPLAZA, 23’x23’ SQ. PYRAMID MULTI-PANEL SHADE & 4 PICNIC TABLESRETAINING WALLAGGREGATE BUFFER STRIPCHAIN LINK FENCEENTRY MONUMENT