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HomeMy WebLinkAbout5.B.4. Memorandum of Understanding for the Acquisition of Land for Park and Ride Facilities s. f3 .Y. City of Shakopee Memorandum CONSENT TO: Honorable Mayor & City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: Memorandum of Understanding (MOD) for the Acquisition of Land for Transit Park and Ride Facilities MEETING DATE: June 6, 2006 INTRODUCTION: On Tuesday, May 30th the Council received an update on the efforts to acquire and develop transit park and ride sites at CR 18 and CR 16/future CR 21. As a follow-up to that discussion, staff is asking Council to authorize the appropriate City officials to enter into the attached Memorandum of Understanding between the City of Shakopee, City of Prior Lake, and Scott County for acquisition, ownership and construction of the CR 18 site and acquisition of the CR 16/21 site. DISCUSSION: Major features of the MOU are as follows; 0 The parties will jointly negotiate the acquisition ofthe sites, and any purchase agreement is subject to the approval of the governing bodies ofthe agreement. 0 Purchase of the CR 18 site would be funded by the County and Metropolitan Council. Fee title to the CR 18 site would be held by Scott County and the Metropolitan Council, and the property would be used exclusively for transit purposes. 0 Prior Lake and Shakopee would share in the cost of acquisition of the CR 16 site in amounts equal to 60% and 40%, respectively. This would constitute the local match for the federal construction funds that have been secured for the CR 18 and CR 16/21 park and ride projects 0 Engineering design services would be paid largely by the Metropolitan Council, with Prior Lake and Shakopee each contributing $15,000 toward these costs. BUDGET IMPACT: There is no impact on the general fund budget in that all funds would come from the City's Transit fund balance. These funds come from payments out ofthe State's MVST funds. As of H:\CC\2006\06-06\Rpt Memo of Understanding Park and Ride.doc 1 April 30th, the fund balance for Transit was about $696,000. These funds can only be used for transit purposes. VISIONING RELATIONSHIP: This item relates to Goal B. High quality oflife and D. Vibrant, resilient and stable. REQUESTED ACTION: Offer and pass a motion authorizing the appropriate City officials to enter into the attached Memorandum of Understanding between the City of Shako pee, City of Prior Lake, and Scott County for acquisition, ownership and construction of the CR IS. site and acquisition of the CR 16/21 site. H:\CC\2006\06-06\Rpt Memo of Understanding Park and Ride.doc 2 MEMORANDUM OF UNDERSTANDING FOR THE ACQUISITION OF LAND FOR A TRANSIT PARK AND RIDE FACILITY THIS MEMORANDUM OF UNDERSTANDING is made and entered into by and between Scott County, a Minnesota governmental entity located at 200 Fourth Avenue West, Shakopee, Minnesota 55379-1220 (hereinafter referred to as the "County"), the City of Shakopee, a Minnesota municipal corporation, 129 Holmes Street Shakopee, MN 55379 (hereinafter referred to as "Shakopee"), and the City of Prior Lake, a Minnesota municipal corporation, 16776 Fish Point Road SE, Prior Lake, MN 55372 (hereinafter referred to as "Prior Lake") (hereinafter collectively referred to as the "Parties"). RECITALS WHEREAS, the Parties are authorized to enter into contracts as a joint powers organization pursuant to Minnesota Statutes, Section 471.59, and WHEREAS, the Parties have a shared interest in planning and providing efficient transit services to the residents of Scott County, and WHEREAS, the Parties have, through prior undertakings, jointly participated in completing a Unified Transit Management Plan ("UTMP") that recommends various transit capital .and seNice improvements for County-wide; and WHEREAS, each of the Parties has adopted the recommendations of the UTMP in part, in whole, or with conditions; and WHEREAS, the Parties, through their participation in the Scott County Transit Review Board and Transit Planning Team, have begun to plan for the development of a regional park-and-ride facility that would accommodate 500 parking spaces with the potential to be expanded or decked, and to plan for acquisition of a second park-and-ride site; and WHEREAS, two sites have been identified as locations that will meet the needs for regional park- and-ride facilities; and WHEREAS, the sites are generally located (1) east of Crossings Boulevard and east of County Road 18, as more specifically identified and described in the attached Exhibit A (hereinafter referred to as "18/169 Site"), and (2) south of County Road 16 along the future alignment of County Road 21 as more specifically identified and described in the attached Exhibit B (hereinafter referred to as the "CR 16 Site"); and WHEREAS, the Parties desire to participate in and share the cost of retaining an engineering firm to design and prepare the construction specifications for the regional park-and-ride facility at the 18/169 Site ("Projecf'); and WHEREAS, the Parties desire to set out the terms, conditions and cost allocation for (1) the acquisition of both the 18/169 Site and the CR 16 Site, and (2) the design and construction of the 18/169 Site; and WHEREAS, the Parties hereto have concluded that the actions set forth above can best be accomplished through a Memorandum of Understanding. NOW THEREFORE, in consideration of the mutual undertakings and agreements contained herein, the Parties hereby agree as follows: MEMORANDUM OF UNDERSTANDING - TRANSIT REGIONAL PARK & RIDE FACILITY LAND ACQUISITION 1. RECITALS, The recitals contained herein and set forth above are incorporated by reference as if fully written herein. 2. PURPOSE: The purpose of this Memorandum of Understanding is to set out the obligations of each of the Parties to this Agreement with respect to (1) the acquisition of land to be used for regional park & ride facilities, and (2) to solicit proposals for (a) a consulting engineer to design and prepare construction drawings and specifications for the facility at the 18/169 Site, and (b) construction of the Project. 3. TERM OF AGREEMENT This Agreement shall be effective from the date of final execution by all parties and shall remain effect through the term of ownership of the 18/169 site and the CR 16 Site, and the development of the 18/169 park & ride facility, unless terminated earlier by the Parties as provided herein. This agreement shall be recorded against the property(ies) in the office of the Scott County Recorder. 4. ACQUISITION OF 18/169 AND CR 16 SITES 1. Negotiations for Land Acquisition. The Parties shall enter into negotiations for the acquisition of the 18/169 Site and the CR 16 Site previously identified herein as Exhibits A and B. Each of the Parties shall designate a staff member to act on.its behalf to participate in the negotiations. Parameters for the negotiations shall be set cooperatively through the authority granted by the governing bodies of the Parties. Final authorization for any purchase agreement for the acquisition is subject to approval by the governing bodies of the Parties funding the land acquisition as identified in section 4.3 herein. It is the intent of the Parties to acquire the 18/169 Site and CR 16 Site through negotiated purchases. In the event the Parties have not entered into a purchase agreement for the 18/169 Site by July 5, 2006, and closed on the land by August 1, 2006, Scott County may, upon approval of its Board, acquire the land through its powers of eminent domain. 2. Title to Land and Closing Procedures. 1. 18/169 Site: Scott County and the Metropolitan Council shall hold fee title to the property in perpetuity. Closing on the property shall be completed no later than August 1, 2006, and closing costs typically attributed to Buyer shall be borne by Scott County through cooperative funding agreements with the Met Council and MnDOT. In the event it is determined that the site is no longer suitable for transit purposes, the property shall first be offered to the Metropolitan Council, provided that the Metropolitan Council reimburses the County proportionate to its initial investment based upon the market value of the property. If the Metropolitan Council does not desire to use the property, it shall be sold and the proceeds of the sale divided among Scott County and the Metropolitan Council proportionate to their respective cash contributions to the land acquisition. Page 2of7 MEMORANDUM OF UNDERSTANDING - TRANSIT REGIONAL PARK & RIDE FACILITY LAND ACQUISITION 2. CR 16 Site: Prior to the execution by the Parties, or any subset of the Parties, of a subsequent agreement that may designate long-term ownership, development, operation and maintenance of the CR 16 Site, the cities of Prior Lake and Shakopee shall hold the fee title to the land jointly. In the event it is determined that the property is no longer suitable for transit purposes, the property shall first be offered to the Metropolitan Council, provided that the Metropolitan Council reimburses the cities proportionate to their initial cash investments based upon the market value of the property. If the Metropolitan Council determines that it does not desire the property, the land shall be sold and the proceeds of the sale divided between the City of Prior Lake and the City of Shakopee proportionate to their respective cash contributions to the land acquisition. 3. Financial Obligations of the Parties for Acquisition of 18/169 Site: The Parties shall contribute the following amounts for the acquisition of the 18/169 Site: Metropolitan Council $ 800,000 Scott County: $1,500,000 D. Financial Obligations of the Parties for Acquisition of CR 16 Site. Shakopee and Prior Lake shall work cooperatively to acquire the CR 16 Site, with Shakopee's contribution equal to 60% of the purchase costs, and Prior Lake's contribution equal to 40% of the purchase costs. It is the intent of Shakopee and Prior Lake to structure a purchase that will allow both cities to pay for the cost of the CR 16 Site over time. Final authorization for acquisition of and allocation of funding for the CR 16 Site is subject to approval by the respective city councils. 5. CONSTRUCTION OF PARK & RIDE FACILITIES AT 18/169 SITE AND CR 16 SITE 1. Request for Proposal for Enoineerino Desion Services. The Parties, through their participation on the Transit Review Board and Transit Planning Team, have solicited proposals for design and preparation of final plans and specifications for the construction of the .18/169 Site. The Parties shall share in the costs of the contract as follows: Metropolitan Council: $150,000 Shakopee: $ 15,000 Prior Lake: $ 15,000 2. Duties of the Parties (a) County. The County shall act as the administrative and fiscal agent during the Project. Duties shall include but not be limited to providing an employee to act as the Project Manager during the course of the Project, administer the Request for Bid process for construction for the Project, receiving and maintaining funds, disbursement of funds at the direction of the Parties, accounting for revenues and expenditures, producing financial statements as necessary, and reporting as required by local governments and state and federal agencies. (b) Shakopee and Prior Lake. Shakopee and Prior Lake shall each seek appropriate authorization from their respective governing bodies and authorize payment of all amounts due, provide one employee to act as a representative in the contractor Page 3 of 7 MEMORANDUM OF UNDERSTANDING - TRANSIT REGIONAL PARK & RIDE FACILITY LAND ACQUISITION selection; and pay the agreed upon contribution to the County within thirty (30) days of notification by the County of the installment payment due. (c) Metropolitan Council. The Metropolitan Council shall act an advisory resource during the Project. 3. Financial Obliqations of the Parties. At the initiative of the County, the Project received federal CMAQ funding as part of the CSAH 21 extension project. The federal funding requires a local construction match, and will not be available until 2009/2010. In order to advance construct the 18/169 Site, the County would advance the CMAQ funding that would be reimbursed in 2009/2010 in the amount of $1,204,800. Shakopeeand Prior Lake would be responsible for the required local construction match as follows: Shakopee...... ...60% of required local construction match notto exceed $ Prior Lake...... ...40% of required local construction match not to exceed $ 4. Future Construction of CR 16 Site, Future construction of a park & ride facilities at this location will be determined by demand and the completion of the CSAH 21 extension project. At such time as it is determined by the Parties to move forward with the construction of the facility, the Parties will work cooperatively to determine additional responsibilities and funding through separate agreement. 5. Maintenance and Operation of 18/169 Site. Maintenance and operation responsibilities of the Parties with respect to the 18/169 Site, together with associated costs, shall be memorialized by the Parties under separate agreement. 6. COUNTY AND STATE AUDIT Pursuant to Minn. Stat. Section 16C.05, Subd. 5 (1998), the books, records, documents, and accounting procedures and practices of the Parties relative to this Agreement shall be subject to examination by the County and the State Auditor. Complete and accurate records of the work performed pursuant to this agreement shall be kept by the Parties for a minimum of six (6) years following termination of this agreement for such auditing purposes. The retention period shall be automatically extended during the course of any administrative or judicial action involving the County of Scott regarding matters to which the records are relevant. The retention period shall be automatically extended until the administrative or judicial action is finally completed or until the authorized agent of the County notifies the Parties in writing that the records need no longer be kept. 7. INDEMNITY Each Party shall indemnify, defend, and save the other Parties harmless from any and all claims, damages, lawsuits, losses, liabilities, costs, and expenses, arising out of any negligent act or omission on the part of any Party or its contractors, agents, servants, or employees in the performance of any of the work or services to be performed under the terms of this Agreement. Each Party's obligation to indemnify the other under this clause shall be limited in accordance with the statutory tort limitations provided in Minn. Stat. ~ 466.04 to limit each Party's total liability for all claims arising from a single occurrence, including the other Party's claim for indemnification, to the limits provided in section 466.04. The County shall be responsible for the professional quality, technical accuracy, and the coordination of all services furnished by the County under this Agreement. The County shall, Page 4 of? MEMORANDUM OF UNDERSTANDING- TRANSIT REGIONAL PARK & RIDE FACILITY LAND ACQUISITION without additional compensation, correct or revise any errors or deficiencies in the County's final reports and services. 8. LIABILITY The liability limits set out in Minnesota Statute Chapter 466 shall apply to this Agreement. This Agreement shall not act to aggregate the liability limits of the individual parties. 9. SUBCONTRACTS The Parties shall not subcontract any of their obligations to be performed under this Agreement nor assign this Agreement. 10. FORCE MAJEURE The Parties agree that the County shall not be liable for any delay or inability to perform this Agreement. directly or indirectly caused by or resulting from strikes, labor troubles, accidents, fire, flood, breakdowns, war, riot, civil commotion, lack of material, delays of transportation, acts of God or other cause beyond reasonable control of the County and the rest of the Parties. 11. OAT A PRACTICES All Parties, their agents, employees and any of their subcontractors, in providing all services hereunder, agree to abide by the provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as amended, and Minn. Rules promulgated pursuant to Ch. 13. 12. TERMINATION This Agreement may not be terminated unless disposition of any property acquired has occurred in connection with the terms of this agreement. In the event, the Parties fail to acquire the land contemplated by this agreement, the agreement may be terminated upon completion or termination of any contract for professional engineering services provided for herein. Upon Termination of this Agreement, any unused funds shall be returned to the contributing Parties in the same proportion that initial contributions were made. Disbursement of funds resulting from the sale or disposition of the property contemplated herein shall comply with the terms and conditions set forth in section 4D herein. 13. NOTICES Any notices to be given under this Agreement shall be given by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, addressed to the each of the Parties at the following addresses: Carol Becker Scott County Administrator's Office Metropolitan Council 200 4th Ave. West 230 East Fifth Street Shakopee, MN 55379 St. Paul, MN 55101-1634 Michael Leek Kelly Meyer CITY OF SHAKOPEE CITY OF PR~OR LAKE 129 Holmes Street 4646 Dakota Street Shakopee, MN 55379 Prior Lake, MN 55372 Page 5of7 MEMORANDUM OF UNDERSTANDING - TRANSIT REGIONAL PARK. & RIDE F ACILlTY LAND ACQUISITION 14. CONTROLLING LAW The laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties herein and performance under it. The appropriate venue and jurisdiction for any litigation hereunder will be those courts located with the County of Scott, State of Minnesota. Litigation, however, in the federal courts involving the parties herein will be in the appropriate federal court within the State of Minnesota. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 15. SUCCESSORS AND ASSIGNS The Parties, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. No Party shall assign, sublet, or transfer any interest in this agreement. 16. EQUAL EMPLOYMENT AND AMERICANS WITH DISABILITIES In connection with the work under this Agreement, the Parties agree to comply with the applicable provisions of state and federal equal employment opportunity and nondiscrimination statutes and regulations. 17. CHANGES The Parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be authorized and signed in the same manner as this Agreement. 18. SEVERABILITY In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties unless such invalidity or non-enforceability would cause the Agreement to fail its purpose. One or more waivers by any Party of any provision, term, condition or covenant shall not be construed by any other Party as a waiver of a subsequent breach of the same by the other Party. 18. ENTIRE AGREEMENT It is understood and agreed that the entire agreement of the Parties is contained herein and that this agreement supersedes all oral agreements and negotiations between the Parties relating to the subject matter hereof as well as any previous agreements presently in effect between them relating to the subject matter hereof. 19. EFFECTIVE DATE This Agreement shall be in full force and effect when Parties sign this Agreement. This Agreement may be signed in counterparts, each as effective as the original. The signed Agreement, along with a certified copy of the resolution authorizing the Agreement, shall be filed with the County, who shall notify the Parties in writing of the effective date. Page 6 of 7 MEMORANDUM OF UNDERSTANDING - TRANSIT REGIONAL PARK & RIDE FACILITY LAND ACQUISITION IN WITNESS WHEREOF, the Parties hereto have set their hands on the dates written below. APPROVE AS TO FORM: COUNTY OF SCOTT By: County Attorney/Date Title: Date: Attest: Title: Date: CITY OF SHAKOPEE By: City Attorney/Date Title: Date: Attest: Title: Date: CITY OF PRIOR LAKE By: City Attorney/Date Title: Date: Attest: Title: Date: Page 7 of 7