00-75 - 11-21 - Authorize Agreement Facility Meaowbrook Community Center Resolution 00-75 November 21, 2000
Member Micks introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING LICENSE AGREEMENT FOR
FACILITY AT MEADOWBROOK COMMUNMITY CENTER
WHEREAS, the City of Golden Valley wishes to implement the joint use of
gymnasiums in the Meadowbrook Community Center anticipated in the Joint Powers
Agreement between the Golden Valley Housing and Redevelopment Authority,
Independent School District 270 and the City of Golden Valley dated May 9, 2000; and
WHEREAS, the City's use of the gymnasiums is provided for by the License
Agreement attached hereto as Exhibit A and a separate Use and Operating Agreement to
be administered by City and District staff; and
WHEREAS, the License was approved by Independent School District at its meeting
on November 16, 2000.
NOW, THEREFORE, BE IT RESOLVED by the City Council for the City of Golden
Valley that:
1. That the License Agreement attached hereto as Exhibit A is hereby approved.
2. That the Mayor and Manager are authorized and directed to sign the Agreement.
3. That City staff is authorized and directed to take such actions as are reasonable
and necessary to implement the Agreement.
Mary E. nderson, Mayor
ATTEST:
f
Shirley J. on, City Clerk
The motion for the adoption of the foregoing resolution was seconded by Member Johnson
and upon a vote being taken thereon, the following voted in favor thereof: Anderson,
Bakken, Johnson, LeSuer and Micks; and the following voted against the same: none,
whereupon said resolution was declared duly passed and adopted, signed by the Mayor
and her signature attested by the City Clerk.
Resolution 00-75 - Continued November 21, 2000
LICENSE AGREEMENT
THIS AGREEMENT is made and entered into on this_day of November,2000,by and
between INDEPENDENT SCHOOL DISTRICT NO.270,an independent school district existing
under the laws of the State of Minnesota (hereinafter "District") and the CITY OF GOLDEN
VALLEY, a body corporate and politic under the laws of the State of Minnesota (hereinafter
"City ).
WHEREAS,the District,the City and the Housing and Redevelopment Authority in and for
the City of Golden Valley (hereinafter "HRA"), in lieu of separately constructing, operating and
maintaining certain recreational, classroom and other facilities for their respective individual uses,
have determined that it is more economical and efficient to construct,operate and maintain a single
facility to be known as the Meadowbrook Community Center(hereinafter"the Center"),consisting
of two gymnasiums (hereinafter collectively referred to as "Gymnasium") and community
classrooms, for the joint use of both the District and the City.
WHEREAS, the Center shall be constructed adjacent to the existing Meadowbrook
Elementary School Building(hereinafter"School Building")and shall adjoin the School Building by
a building link comprising a portion of the Center.
WHEREAS, the Center shall be constructed on land presently owned by the HRA
(hereinafter"HRA Parcel")and on land presently owned by the District,and to be conveyed by the
District to the HRA, (hereinafter "District Parcel") (the HRA Parcel and District Parcel shall
hereinafter be collectively referred to as "Land"where circumstances so require; the Land and the
Center shall hereinafter be collectively referred to as"the Property"where circumstances so require),
and shall be generally located as shown on Exhibit `.`A" attached hereto.
WHEREAS,the District,the City and the HRA mutually desire to maximize the use of the
Center by all members of the District's and the City's respective constituencies. As a result, the
HRA has agreed to lease the Property to the District pursuant to that Lease, dated on even date
herewith, by and between the HRA, as lessor, and the District, as lessee (together with any
amendment thereto,the"Lease"). In addition,the District and the City have agreed to enter into an
agreement setting forth the rights and obligations of the parties in regard to the use of the Center
pursuant to that Use and Operating Agreement, dated on even date herewith, by and between the
City and the District (together with any amendment thereto, the "Operating Agreement").
WHEREAS, the District has agreed to grant the City a non-exclusive license to use the
Gymnasium and various common areas of the Center during such periods of time as shall not be
needed by the District for its purposes,all as more fully set forth below. Furthermore,as part of the
license to be granted by the District to the City,and in consideration of the HRA leasing the Center
to the District,the District shall additionally grant the City a non-exclusive license to allow vehicles
using the Center to park in parking areas located,or to be located on the Property,and on land owned
by the District, all as more fully set forth below.
Resolution 00-75 - Continued November 21, 2000
NOW, THEREFORE, in consideration of the mutual covenants and agreement set forth
herein,and for other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged,the District and City do each hereby agree as follows:
1. Term of Agreement.
1. Unless earlier terminated as otherwise provided herein, this Agreement shall
commence upon the Date of Completion of Lessee's Work(as such term is defined in
the Lease) (the "Commencement Date"), and shall continue until the end of the
"Term"of the Lease(as defined therein)unless or until this Agreement is terminated
in accordance with the terms and provisions of Section 3 below. For purposes of this
Agreement, the Date of Completion of Lessee's Work shall mean the date as of
which: (i)all of Lessee's Work is completed in accordance with the Work Letter(as
such term is defined in the Lease),and paid for in full, free of all mechanics', labor,
materialmen's and other similar lien claims; (ii) said completion has been approved
and certified by the District's architect;(iii)certificate(s)of substantial completion in
form reasonably acceptable to the District for Lessee's Work has/have been signed
by the District and the general contractor for the project and delivered to the District,
and no substantial punch-list items remain to be completed; and(iv)the District has
received acceptable evidence that all governmental requirements and all private
restrictions and covenants(if any)relating to the project have been complied with or
satisfied and that unconditional certificates of occupancy for all of the Center have
been issued by all appropriate governmental authorities.
2. Unless this License is terminated as provided for herein,the City shall have the right
to renew the term of this License for two additional ten-year terms upon prior written
notice ("City's Election Notice") to the District given not sooner than fifteen (15)
months nor later than nine(9)months prior to the expiration of the initial term of this
License or, if applicable, the first renewal term; provided that at the time the City
gives such notice to the District and for the remainder of the initial term or, if
applicable, the first renewal term of this License (i) this License has not been
assigned and the City continues to use the Shared Areas pursuant to this License,and
(ii) the City is not in default under this License. During each renewal term, the
provisions of this License, as the same may be amended from time to time, shall
continue in effect, except that the City shall occupy and use the Center in its then
as-is condition. It is understood and agreed that each submittal by the City of the
City's Election Notice shall bind the City to a ten-year extension of this License.For
purposes hereof,the initial term hereof,together with any and all renewal terms,shall
be collectively referred to herein as the "License Term".
2. License to City. The District hereby grants the City for the License Term a non-exclusive
license for the following:
AA#579282 V4-HOPKINS MEADOWBROOK LICENSE AGT.DOC 2
Resolution 00-75 - Continued November 21, 2000
a. To use the gymnasium portion of the Center(the"Gymnasium") and such common
areas of the Center as may be reasonably necessary to provide the City with access to
the Gymnasium (collectively, the "Shared Areas") during such periods of time as
may be granted to the City pursuant to the terms of the Operating Agreement; and
b. To allow vehicles operated by invitees of the City's using the Center to park in
parking areas located, or to be located, on the Property and on land owned by the
District. The location of the parking areas is shown on Exhibit"B"attached hereto
(the "Parking Areas"). The use of the Parking Areas shall be on a first-come, first-
serve basis, with no priority or reserved parking spaces for either party unless first
agreed to in writing by both parties hereto; provided,however, in no event shall the
use of the Parking Areas by the City or its invitees interfere with the District's
normal use thereof during the school day.
3. Termination of Agreement. This Agreement shall automatically,and without further notice
to any party to this Agreement,terminate effective as of any termination of any or all of that
Joint Powers Agreement dated May 9, 2000,by and between the District,the HRA and the
City(the "Joint Powers Agreement"),the Lease or the Operating Agreement.In the event of
any such termination, or any termination of the Operating Agreement, and except as
otherwise set forth in Section 23 of the Lease,the City hereby waives any and all rights to
specific performance, damages, or any other remedy available in equity or in law.
4. Maintenance. The Center shall be maintained in accordance with the terms and provisions of
the Operating Agreement.
5. Operating Costs. The District and the City agree that each shall equitably share in all of the
costs of operation of the Shared Areas, including without limitation all costs of utilities,
taxes, maintenance and repairs of the Shared Areas (the"Operating Costs")throughout the
License Term. As to the City's share of the Operating Costs, and for each fiscal year of the
District, or fractional portion thereof, during the License Term, the City shall pay a
percentage(the"City Use Percentage")of the total estimated Operating Costs applicable to
the Shared Area, which City Use Percentage shall based upon the extent to which the City
shall be granted exclusive rights of access to one or more of the gyms located in the
Gymnasium. Such total estimated Operating Costs shall be jointly determined by the District
and the City,based upon an estimate of operating costs for similar facilities,which amount,
from and after the initial date of determination, shall be adjusted annually based upon
fluctuations in the Consumer Price Index published by the Bureau of Labor Statistics of the
Department of Labor for the Minneapolis/St. Paul Metropolitan Area.
6. Indemnification. Each party shall indemnify the other party and its officers, agents and
employees against all claims, demands and actions, and all related costs and expenses
(including a reasonable attorneys' fees)for injury, death,disability or illness of any person,
or damage to property, arising from any breach or default on the part of the indemnifying
party in the performance of any covenant or agreement on the part of such indemnifying
AA#579282 V4-HOPKINS MEADOWBROOK LICENSE AGT.DOC 3
Resolution 00-75 Continued November 21, 2000
party to be performed pursuant to the terms of this Agreement, or arising out of the
performance by the indemnifying party of the terms of this Agreement (and all exhibits
attached hereto), or arising as a result of any acts or failures to act by the officers, agents or
employees of the indemnifying party. Nothing herein shall be deemed a waiver by either
party of the limitations on liability set forth in Minnesota Statutes, Chapter 466; and the
obligations of each party to indemnify the other shall be limited to the limitations on
liabilities set forth therein less any amounts which the indemnifying party is required to pay
for the same claim or occurrence on behalf of itself, its agents, officers or employees.
7. Insurance. Each party hereunder shall keep in force,at each's own expense,and throughout
the term of this Agreement, commercial general liability insurance, naming each other and
each other's assignees, if any, as additional insureds, with liability limits in an amount not
less than those set forth in Minnesota Statutes Section 466.04.
8. Notices. Any notice required or permitted to be sent hereunder shall be in writing,and shall
be sent Federal Express, courier delivery, facsimile transmission or U.S. Mail to the
following addresses, or to such other address as may be specified from time to time in
writing by the District or the City:
If to the District: Independent School District No. 270
Hopkins School District Admin. Offices
1001 Highway 7
Hopkins, MN 55305-4723
Attn.: Mr. David Shapley
If to the City: The City of Golden Valley
. 7800 Golden Valley Road
Golden Valley, MN 55427
Attn.: City Manager
Notice shall be deemed effective upon the expiration of one (1) day following mailing via
Federal Express delivery;upon receipt in the case of courier delivery;upon the expiration of
one(1)business day following the date of transmission if transmitted by facsimile;and upon
the expiration of three (3) days following mailing in the case of mailing via U.S. Mail.
9. Relationship of Parties. The parties hereto agree that it is their intention hereby to create
only the relationship of licensor (the District) and licensee (the City), and no provision
hereof,or act of either party hereunder,shall ever be construed as creating the relationship of
principal and agent, lessor and lessee, or a partnership, or a joint venture or enterprise
between the parties hereto.
10. Assignment. Neither party may assign its rights or obligations under this Agreement without
the prior written consent of the other party, which consent shall not be unreasonably
withheld.
AA#579282 V4-HOPKINS MEADOWBROOK LICENSE AGT.DOC 4
Resolution 00-75 - Continued November 21, 2000
11. 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.
12. 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.
13. Governing Law. This Agreement shall in all respects be governed by and interpreted under
the laws of the State of Minnesota.
14. Counterparts. This Agreement may be executed in any number of counterparts,all of which
shall constitute a single Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day
and year first above written.
INDEPENDENT SCHOOL DISTRICT NO. 270
By
Its
STATE OF MINNESOTA )
COUNTY OF )
The foregoing was acknowledged this day of , 2000, by
its , a
on behalf of the
Notary Public
AA#579282 V4.HOPKINS MEADOWBROOK LICENSE AGT.DOC 5
Resolution 00-75 - Continued November 21, 2000
CITY OF GOLDEN VALLEY.
By.
Its Mayor
By
Its City Manager
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )
The foregoing was acknowledged this day of ,2000,by Mary
E.Anderson and William S.Joynes,respectively the Mayor and City Manager of the City of Golden
Valley, Minnesota, a public body corporate, on behalf of the corporation.
Notary Public
DRAFTED BY:
Rider Bennett Egan& Arundel
333 South Seventh St., Suite 2000
Minneapolis, MN 55402
AA#579282 V4-HOPKINS MEADOWBROOK LICENSE AGT.DOC 6
Resolution 00-75 - Continued Exhibit A November 21, 2000
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Resolution 00-75 - Continued November 21, 2000
Meadowbrook Community Center
Use and Operating Agreement
I. DEFINITION
A. Meadowbrook Community Center is located at 5430 Glenwood Avenue,
Golden Valley, Minnesota and is adjacent to Meadowbrook Elementary
School. It was created by new construction to be completed in 2001
which was made possible through a Joint Powers Agreement between
Independent School District 270 ("District), the City of Golden Valley
("City") and the Housing and Redevelopment Authority in and for the
City of Golden Valley and a License Agreement between Independent
School District 270 and the City of Golden Valley
B. Meadowbrook Community Center ("The Center") is a facility that has a
multitude of uses and can facilitate several at a time. For the purpose of
this Agreement, "The Facility" consists of two gymnasiums
II. OPERATING COMMITTEE
The operating committee will have ultimate decision-making authority for the
Facility. This committee is comprised of the Hopkins School District
Superintendent of Schools and the City of Golden Valley City Manager (the
"Operating Committee").
III. FACILITY MANAGER
The Facility Manager, (District employee) ("the Manager"), in consultation with
the City, is the executor of applicable policies, and has been empowered to
represent both City and District interests. Any and all transactions, requests
for changes in scheduling that affect other users, damages to the property,
incidents, accidents, misuse of the Facility, requests for preemption, and other
pertinent issues, are to be reported to the Manager. He/she will determine the
appropriate course of action.
A. For issues that relate to Meadowbrook School interests, the
Meadowbrook School Principal will communicate with the Manager.
B. For issues that relate to City Programs and activities, the Park and
Recreation Director, or designee, will communicate with the Manager.
IV. FINANCE
A. An operational budget for the Facility will be proposed each year by the
Manager and approved by the Operating Committee, or their designees.
B The Manager will have budget management responsibility for the
operational budget for the Facility.
V. MANAGEMENT COMMITTEE / EVALUATION
The management committee will consist of designated members of the city and
school district with all meetings scheduled by the Manager.
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Adopted 11/16/00
Resolution 00-75 - Continued November 21, 2000
The Management Committee for the Facility will meet twice annually in the first
year after the opening of The Center to review the operation of the Facility and
to bring issues to the committee for review, recommendation, and modification
for the purpose of enhancing the operation of the Facility.
VI. FACILITY USE
The Facility hours of operation will be during the hours listed in the, Joint
Powers Agreement and is open for use only during those times, unless
approved by the Management Committee. The Facility will not be open for
community use during any of the preempted nights that the District sponsors
events, except as allowed in the Joint Powers Agreement.
VII. HOURS OF OPERATION
As per the Joint Powers Agreement, according to schedule I, which pertains to
the Facility, the Facility will be open during the following hours and days with
the following scheduling priorities:
SCHOOL YEAR
A. Monday - Friday
Gym A 6:00 AM - 5:30 PM School Priority
Gym B 6:00 AM - 6:00 PM School Priority
Gym A 5:30 PM - 10:00 PM City Priority
Gym B 6:00 PM - 10:00 PM City Priority
B. Saturdays/Sundays
Gym A & B 8:00 AM - 10:00 PM City Priority
C. Holidays and non-school days
Gym B 6:30 AM - 6:00 PM School Priority
Gym B 6:00 AM -10:00 PM City Priority
Gym A 8:00 AM -10:00 PM City Priority
SUMMER BREAK
A. Monday- Friday
Gym B 6:30 Am - 6:00 PM School Priority
Gym A 8:00 AM - 6:00 PM City Priority
B. Saturdays/Sundays
Gym A & B 8:00 AM - 6:00 PM City Priority
The Facility will be closed for all district recognized holidays and will only be
open for activity by mutual consent by the district and city.
Summer hours will go in to affect on the first Monday after school is out and
regular hours will resume the first Monday in September. Late evening hours
may vary depending upon use and programming. Hours will be posted and
communicated.
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Adopted 11/16/00
Resolution 00-75 - Continued November 21, 2000
VIII. SCHEDULING
A. During the priority use periods by either the City or the District, there
will be a person(s) assigned to schedule the activities for the specific
groups by the respective user group.
1. For the City, the Park and Recreation Director or their designee, will
have scheduling supervision authority.
2. For the District, the Manager shall have scheduling supervision
authority.
B. For the operation of the facility, there will be a person(s) assigned by the
Manager to develop a master schedule for of all activities scheduled for
the specific groups by the respective user group.
C. Pertaining to "Schedule P' of the Joint Powers Agreement all requests for
preemption dates not on the original master schedule by May 1 of the
preceding year must be made at least 21 days in advance. However, the
city may agree to a shorter time period for unexpected events. The 21-
day stipulation also will be in effect for the canceling of preemption
events for the preemption date not to be counted as such.
D. The Management Committee will make any and all decisions pertaining
to modification of the hours of priority use that are different than agreed
upon in the Joint Powers Agreement.
IX. SUPERVISION
There will be on-site supervision in the Facility during hours of operation. The
supervisor is scheduled by the responsible party, and has site responsibilities
in the areas of information and assistance, opening and securing of space,
monitoring of use, and other related duties. The supervisor is the on-site
contact person for situations that pertain to the Facility and the operation of
the Facility.
X. MAINTENANCE
The District will maintain and provide custodial services for the Facility.
Facilities will be maintained at a level that meets and/or exceeds
manufactures specifications to maintain warranties.
Additional and more intense maintenance needs may be established after the
amount of use in the Facility is established, at which time, a modification of the
maintenance requirements would be made by the Management Committee.
XI. COMPLIANCE AND ENFORCEMENT
It is the responsibility of the Manager and the City Park and Recreation
Director to interpret and enforce any and all applicable policies as they relate to
the operation of the Facility. Under the supervision of the Manager, all District
and City employees are charged with carrying out and enforcing the policies set
forth for use and operation of the facility.
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Adopted 11/16/00
Resolution 00-75 - Continued November 21, 2000
Persons that fail to comply with any and all policies set forth for the purpose of
operation of the Facility will be asked to leave the facility and may be
prohibited for use for a period of time. Groups that misuse the Facility and/or
are not in compliance with rules, regulations, and policies may be denied
future use of the Facility and/or other City or District facilities for the duration
of the school year. Groups may have future restrictions pertaining to their use
of the Facility and/or other City or District facilities.
XII. INCLEMENT WEATHER/SNOW DAYS/LEGAL HOLIDAYS
The Center and the Facility will be closed for regular use on days when
Meadowbrook Elementary School is not in session due to inclement weather. If
school has been canceled due to inclement weather, it is the City's policy that
activities and programs sponsored by the City will also be canceled for that
day/evening.
Any change in the use of the Facility on inclement weather days when school is
in session is to be communicated to the Facility Manager prior to the use of the
Facility for the purpose of supervision, custodial support, and other related
matters.
XIII. EVENT MANAGEMENT
Event management shall be the responsibility of the user group. Event
management includes but is not limited to: security, parking, ticket sellers and
takers, score keepers, clock operators, concessions, announcers, set-up
arrangements, audio/visual needs, liaison for officials and visiting
teams/guests, special set-up, crowd control, seating/bleachers, clean up (post
event), etc.
Assistance can be acquired through the Manager for information and
assistance pertaining to event management. At the time that a permit for use
is issued, a list of required items will be included and is to be followed by the
user. Failure to do so may result in revocation of the permit or the addition of
extra charges to ensure that the event is covered.
XIV. FACILITY RENTAL FEES
The Meadowbrook Community Center rental fees are listed below. Rental of
any or all of the Meadowbrook Community Center is contingent upon
availability. Specific use by the city or school district does not prohibit use in
other areas of the Facility during time of rental.
Rental Fees:
Gym Area $25 per court, per hour
Class Room $15 per hour (2 hour minimum) + custodial fee if needed.
Meeting Room $15 per hour (2 hour minimum) + custodial fee if needed.
A standard fee for exclusive use of the Facility will be implemented by the time
of building completion. This fee will reflect depreciation of equipment such as
backboards, standards, scoreboards, flooring, and other related items, as well
as general depreciation of the building itself. The fee for the exclusive use will
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Adopted 11/16/00
Resolution 00-75 - Continued November 21, 2000
be $500 per day. If partial days are used for events, amount will be prorated.
This fee will be for tournaments and events held in the Facility that is not
directly sponsored by either of the parties to the License Agreement.
Exclusive Use permit holder is responsible for:
any and all damages.
any and all injuries.
proof of liability insurance of a minimum of$1,000,00 coverage that
names the City and School District as additional insured.
set-up and clean-up times as part of rental agreement.
payment of all additional personnel not named in permit.
�l security deposit of 25% of rental costs at time of permit issuance.
forfeiture of deposit if permit is canceled by renter within 30
days prior to the event.
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Adopted 11/16/00