Imp. Proj. #662
GORDO:\ L. JE:\SE:\*
WILLIAM G. SWA:\SO:\
STEVE:\ A. SO:\DRALL
MARTl:\ P. MALECHA
C. ALDE:\ PEARSO:\t
JULIE A. THILL
OF COU:\SEL
LORE:\S Q. BRY:\ESTAD
.R~Jl Propeny Law SpeL"i:::.list
Certilied By The
~linnC'sota StJte B:1r
AssoL"iation
tQualiried ADR Neutral
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JENSEN SWANSON & SONDRALL, P.A.
Attorneys At Law
8525 EOINBROOK CROSSING, STE. 201
BROOKL YN PARK, l\IINNESOTA 55443-1999
TELEPHONE (763) 424-8811 0 TELEFAX (763) 493-5193
E-:\IAIL jss@jsspa.com
March 31, 2000
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Jerry Gilligan
Attorney at Law
Dorsey & Whitney, LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, MN 55402
Re: Cooper High School Bond Issue
Our File No. 99.11231
Dear Jerry:
In follow up to our March 28, 2000 telephone conversation please find enclosed the
following documents you requested:
1. Cooper Gym Expansion Development Agreement; and
2. Facility Use Agreement.
Please contact me if you need any other information regarding these documents.
Very truly yours,
Steven A. Sondrall
JENSEN SWANSON & SONDRALL. P .A.
Enclosures
cc: Kirk McDonald
CNfl 11231.001.Gilligan LII.Wpd
COOPER GYM EXPANSION
DEVELOPMENT AGREEMENT
THIS AGREEMENT is made and entered into on cOd- ~S; ,1999,byandbetween
INDEPENDENT SCHOOL DISTRICT NO. 281, an independent school district created and
existing under the laws of the State of Minnesota (hereinafter referred to as "ISD 281 "), with its
principal place of business located at Education Service Center, 4148 \Vinnetka A venue North, New
Hope, MN 55427-1288, the CITY OF NKW HOPE, a Minnesota Municipal Corporation
(hereinafter referred to as "City") and the ECONOMIC DEVELOPMENT AUTHORITY in and
for the City of New Hope, a Minnesota municipal corporation (hereinafter referred to as "EDA")
with their principal place of business located at 4401 Xylon Avenue North, New Hope, MN 55428.
RECITALS
\YHEREAS, the EDA and the City both adopted resolutions at their respective June 28,
1999 meetings approving a 1999 amendment to the Master Modification To Redevelopment Plans
and Tax Increment Financing Plans initially approved on July 25, 1994; and
\YHEREAS, the purpose of the 1999 amendment is to allow for the payment of public
redevelopment costs of the City and EDA for construction of a gym addition/expansion to Cooper
High School located at 8230 - 47th Avenue North in the City of New Hope with tax increment
revenue to be derived from the EDA's TIF Districts; and
\VHEREAS, the City and EDA have agreed to contribute an amount not greater than
$3,250,000.00 to ISD 281 for construction by ISD 281 ofa gym expansion and tennis court addition
at Cooper High School, together with certain related site improvement and other work (collectively,
the "Project"), all as will be more fully described and set forth in the plans and specifications to be
mutually agreed to by the City, EDA and ISD 281 and, by subsequent amendment to this Agreement,
attached hereto as Exhibit A (together with any and all exhibits, amendments, modifications and
change orders thereto, collectively referred to herein as the "Plans"); and
\VHEREAS, in consideration for this financial contribution by the City and ED A, ISD 281
agrees to enter into a Facility Use Agreement with the City, in the form attached as Exhibit B (the
"Facility Use Agreement") permitting the City to have primary use of the gym expansion during
certain periods when the gym expansion is not in use for school purposes as set forth in the Facility
Use Agreement; and
\VHEREAS, in further consideration for the City's and EDA's financial contribution, ISD
281 agrees to use the funds and construct the gym addition/expansion in accordance with the terms
and conditions of this Cooper Gym Expansion Development Agreement.
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ARTICLE I
Definitions
Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have
the meanings set out respectively after each (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
(a) "Advance" - In each instance, an advance made or to be made by the City and/or EDA
to ISD 281 pursuant to Article II hereof.
(b) "Archi tect" - Wold Archi tects and Engineers, which \\'ill administer the Construction
Contract Documents.
(c) "Comoletion Date" - June 1,2001 (unless ISD 281 shall extend such date in \\Titing,
then the Completion Date shall be such later date), being the date of required completion of the
Project.
(d) "Construction Contract" - The construction contract to be entered into between
ISD 281 and the General Contractor regarding the construction of the Project.
( e) "Construction Contract Documents" - The document or documents, including without
limitation the Construction Contract and the Plans, which. together with any and all exhibits,
. - . .
amendments, modifications and change orders thereto, collectively form the contract or contracts
between ISD 281 and the General Contractor concerning construction and/or rehabilitation of the
Project.
(f) "Contribution Amount" - This term shall have the mean1l1g ascribed to it 111
Section 2.01 below.
(g) "Draw Requisition" - The draw requisition, in the form attached hereto as Exhibit C,
which is to be submitted to the City when an Advance is requested, and which is referred to in
Section 2.02 hereof.
(h) "Eng:ineer" - KA.RGES-F AULCONBRIDGE, INC., a Minnesota corporation.
(i) "Event of Default (Citv/EDA )" - One of the events of default specified in Section
6.01 (b) hereof.
(j) "Event of Default (ISO 281)" - One of the events of default specified in Section
6.01(a) hereof.
(k) "Facilitv Use Agreement" - This term shall have the meaning ascribed to it in the
Recitals above.
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(I) "General Contractor" - The person or entity selected by ISD 281 to serve as the
general contractor for the Project.
(m) "InsDectinQ Official" - The City Building Official or City Engineer. Bonestroo,
Rosene, Anderlik & Associates.
(n) "Plans" - This term shall have the meaning ascribed to it in the Recitals above.
(0) "Project" - This term shall have the meaning ascribed to it in the Recitals above.
(P) "Real Estate" - The land upon which the Project is located, described on Exhibit D
attached hereto, commonly known as Cooper High School located in the City of New Hope.
(g) "Subcontractor" - Any person, other than the General Contractor, who shall be
engaged to work on, or to furnish materials and supplies for, the Project.
ARTICLE II
Commitment to Make Contribution
Section 2.01 Citv Contribution/Cost SharinQ. The City and EDA agree, subject to the
conditions hereinafter set forth, to contribute to ISD 281 in an aggregate principal amount not to
exceed Three Million T\.vo Hundred Fifty Thousand (S3,250.000.00) (the "Contribution Amount")
for construction of the Project. ISD 281 shall not be obligated to repay the City or EDA any portion
of this contribution if the Project is completed substantially in accordance with the Plans and the
Facility Use Agreement is entered into by the parties, subject only to the obligation of ISD 281 to
pay the Termination Fee in the event ofany termination of the Facility Use Agreement in accordance
with Section 5.02(b) thereof. The total construction cost for the Project is estimated at
S3,490,000.00. The parties \.vill share the Project costs as set forth in the Project Cost Sharing
Schedule attached hereto as Exhibit E. Not withstanding this agreement to share construction costs,
in no event will the City be required to contribute more than the Contribution Amount to the cost
for the Project. ISD 281 also acknowledges and agrees that the City's costs for those items described
in Section 2.01 (a) belo\.v will be paid from and included as part of the Contribution Amount. ISD
281 further acknowledges and agrees that the costs of I S D 281 for purchase of equipment described
in Section 2.0 l(b) below shall not be paid from the Contribution Amount. The net effect of this cost
sharing provision is that the entire Contribution Amount will not be available to ISD 28 I solely for
construction costs, but will additionally include those costs described in Section 2.0 1 (a) below.
(a) Citv's Costs. ISD 28 I acknowledges and agrees the City intends to sell bonds to
finance the Contribution Amount. ISD 281 further acknowledges and agrees the City intends to
make equipment purchases for (i) the concession room to be constructed as part of the Project, and
(ii) a music/sound system to be installed as part of the Project. As herein agreed. these costs will be
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paid from the Contribution Amount. The City's costs to be funded from the Contribution Amount
are estimated as follows:
(i)
general engineering and legal costs - S25,000.00
(ii)
bond issuance costs - $75,000.00 (including consultant and bond attorney fees)
(iii)
$10,000.00
all concession room equipment (coolers, freezers, cookers. pop machine, etc.) -
(iv)
music equipment/sound system - $5,000.00
The parties agree the referenced costs are estimated and that the actual costs incurred by the City will
be controlling to determine the remaining Contribution Amount available to ISD 281 for
construction costs.
(b) ISD 281 Excluded Costs. ISD 281 further ackno\vledges and agrees that its costs for
the following items will not be funded from the Contribution Amount:
(i) Volleyball standards and nets
(ii) All tennis nets, wind screens, poles, flags and bleachers for tennis courts
(iii) All equipment needed for the ball fields including but not limited to bleachers and
scoreboards
Section 2.02 Draw Requisitions. Whenever ISD 281 requires an advance hereunder, \vhich
shall be no more often than monthly, ISD 281 shall submit to the City a Dra\\' Requisition, duly
completed and executed on behalf of the ISD 281, setting forth the information requested therein.
Each Draw Requisition shall be certified as true and accurate by the Architect relative to the
percentage ofvvork completed on which payment is requested. Each Draw Requisition with respect
to construction items shall be limited to amounts equal to (i) the amount of work actually completed,
plus (ii) the value of materials and equipment not incorporated in the Project, but delivered and
suitably stored on or off the Project site in a manner reasonably acceptable to City, less (iii) any
retainage required under the Construction Contract (in an amount not less than five percent (5%) of
the contract amount, or portion thereof (except as to Draw Requisitions to fund the retainage in
accordance with the Construction Contract)), and (iv) less prior Advances, to the extent such prior
Advances consisted of prepayments of any of the foregoing.
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At the time of submission of each Draw Requisition, ISD 281 shall submit to the City the
following:
(a) A waiver of mechanic's lien and/or materialman's lien, executed by the General
Contractor in the amount of the lienable costs of the Project payable from the requested advance,
tOQether with a waiver of mechanic's lien and/or materialman's lien, executed by e::lch Subcontractor,
to which any portion of the immediately preceding Advance ("Prior Advance"). if any. was paid.
covering liens for all work done and materials supplied for which disbursement \\'as made from the
Prior Advance, in the form reasonably required by the City.
(b) Such other supporting evidence as may be reasonably requested by the City to
substantiate all payments which are to be made out of the relevant Draw Requisition and/or to
substantiate all payments then made with respect to the Project.
(c) Satisfactory evidence that all work then requiring inspection by municipal or other
governmental authorities having jurisdiction has been duly inspected and approved by such
jurisdiction, and that all then required certificates of occupancy and other approvals by municipal
or other governmental authorities having jurisdiction have been issued.
If on the date an Advance is desired, ISD 281 has performed all of its agreements and
complied with all requirements therefore to be performed or complied with hereunder, and the
Inspecting Official approves the relevant Draw Requisition, which approval shall not be
unreasonably \vithheld, the City shall disburse such funds directly to ISD 281 on such date. If the
Inspecting Official does not so approve the Draw Requisition, the Draw Requisition shall
nevertheless be deemed approved in the event the City fails to notify ISD 281 in writing of the
reason for such disapproval \vithin five (5) business day's of either the City's receipt of the Draw
Requisition,
Section 2.03 Citv InsDections. City shall have the right but not the oblig::ltion, and solely
for its own protection, to make such inspections of the improvements as it deems advis::lble, ISD 281
acknowledges that it does not and shall not reply upon any inspections \vhich City may make
pursuant hereto. City and its agents, inspectors, and employees may enter upon the Real Estate at
any reasonable time to inspect the progress of construction. City is not responsible for seeing that
the improvements are constructed in accordance with the Plans. that the impro\'ements contemplated
under the Construction Contract Documents will be completed, that suftlcient funds \\'ill be available
for completion. or that the design. engineering details, or architectural features are adequate or
appropriate. City shall also not be required to provide architectural supervision of construction or
any services related to construction quality control or judgment. All inspections by. or on behalf of.
the City in accordance with this Section 2.03 shall be at the City's sole cost and expense, payment
for which shall be in addition to, and not as part of. the amount of the Contribution Amount.
Section 2.04 Advances \Vithout Receiot of Draw Requisition. Not\\ithstLJ.nding anything
herein to the contrary. the City shall have the irrevocable right at any time and from time to time.
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to apply funds which it agrees to advance hereunder to pay any and all of the expenses referred to
in Section 7.04 hereof, all without receipt of a Draw Requisition for funds from ISD 281.
ARTICLE III
Conditions of Funding
Section 3.01 Condition Precedent to Anv Advance. The obligation of the City to approve
Advances hereunder shall be subject to the condition precedent that it shall have received the
follo\ving on or before the date of the initial draw request:
(a) The Plans.
(b) A copy of the fully executed Construction Contract Documents, with such contracts
being reasonably acceptable to the City.
(c) A sworn construction statement duly executed on behalf ofISD 281, in form and
substance reasonably satisfactory to the City, showing all incurred and anticipated costs and
expenses for construction of the Project.
(d)
obtained.
Evidence reasonably satisfactory to the City that all then required permits have been
(e) Copies of, or binders for the delivery of, or certificates evidencing, the policy of fire
and extended coverage and comprehensive general liability insurance reg uired under Section 5.01 (c)
hereof, with all such insurance in full force and effect.
(f) The Facility Use Agreement duly executed by ISD 281.
(g) Any and all such other documents and agreements which City deems reasonably
necessary to establish that there are sufficient additional funds, after giving effect to the City's
Advance and in addition to the remainder of the Contribution Amount, to pay for the unfunded
portion of the work remaining to be performed under the Construction Contract Documents.
Section 3.02 Further Conditions Precedent to Anv Advance. The obligation of the City to
make any Advance hereunder shall also be subject to the following conditions precedent:
(a) No Event of Default (ISD 281) hereunder, or event which \vould constitute such an
Event of Default (ISD 281) but for the requirement that notice be given or that a period of grace or
time elapse, shall have occurred and be continuing.
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ARTICLE IV
Representations and \Varranties
Section 4.0 1 ReDresentations and Warranties ofISD 281. ISD 2S 1 represents and warrants
as follo\vs:
(a) The execution of this Agreement, the Facility Use Agreement and any and all other
documents referred to herein to which ISD 281 is a party, are within the powers of ISD 281 and do
not violate any provision of la\v to which ISD 281 is subject.
(b) This Agreement, the Facility Use Agreement and any and all other documents
referred to herein to which ISD 281 is a party, are the legal, valid and binding obligations ofISD 281
enforceable against ISD 281 in accordance \vith their respective tem1S,
(c) ISD 281 has title to the Real Estate.
(d) The Project will be constructed substantially in accordance \vith the Construction
Contract Documents, will be constructed entirely on the Real Estate, and will not encroach upon or
overhang any easement right-of-way ofland not constituting part of the Real Estate.
(e) The Project and the contemplated use thereof, both during construction and at the
time of completion, will not violate any applicable zoning or use statute, ordinance, building code,
rule or regulation, or any covenant or agreement of record.
(f) ISD 281 agrees that it will furnish from time to time such satisfactory evidence
regarding the representations and warranties described herein as may be required by the City.
Section 4.02 ReDresentations and Warranties of the City and EDA. The City and EDA do
each represent and \van'ant as follows:
(a) The execution of this Agreement, the Facility Use Agreement and any and all other
documents referred to herein to which either or both the City and EDA are a party, are within the
po\vers of the City and EDA and do not violate any provision ofla\v to which either or both the City
and EDA are subject.
(b) This Agreement, the Facility Use Agreement and any and all other documents
referred to herein to which either or both the City and EDA are a party, are the legal, valid and
binding obligations of the City and EDA. as applicable. enforceable against the City and EDA, as
applicable, in accordance with their respective terms.
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ARTICLE V
Additional Covenants
Section 5.01 Covenants ofISD 281. ISD 281 agrees that:
(a) ISD 281 \vill cause construction of the Project to commence, and thereafter will cause
the Contractor or Contractors to diligently proceed with construction of the Project according to the
Construction Contract Documents, so that the Project can be completed by the Completion Date.
ISD 281 further agrees to provide all funds required over and above the Contribution Amount to the
extent such additional funds should be necessary to complete the construction of the Project.
(b) ISD 281 will comply with the Uniform Municipal Contracting Law, as enacted in the
State of Minnesota, in letting contracts and expending public funds on this project. Also ISD 281
will require the General Contractor to comply with all rules, regulations. ordinances and laws
bearing on its conduct of work on the Project.
(c) ISD 281 will provide and maintain at all times during the process of building the
Project, and, from time to time at the request of the City, furnish the City with proof of payment of
premiums on, the following insurance:
(i) fire and extended coverage, in an amount equal to the lesser of the
aggregate amount of the City's Advances or the full insurable value of the Project,
\vith the City named as loss payee, and to include an overlap endorsement or rider
covering the risk of any rehabilitation work;
(ii) comprehensive general liability insurance. including the City as a
named insured, with limits against bodily injury and property damage in an amount
greater than or equal to the limits ISD 281's statutory immunity under l'.finnesota law;
The policies of insurance required pursuant to Sections 5.01 (c )(i) and (ii) hereinabove (A) shall be
in fom1 and content reasonably satisfactory to the City, and (B) shall be placed with financially
sound and reputable insurers licensed to transact business in the State oflv1innesota. The policy of
insurance delivered pursuant to Section 5.01 (c)(i) hereinabove shall contain an agreement of the
insurer to give not less than ten (l0) days advance written notice to the City in the event of
cancellation of such policy or change affecting the coverage thereunder.
(d) ISD 281 will cause the General Contractor to maintain at all times during the process
of building the Project, and, from time to time at the request of the City. cause the General
Contractor to furnish the City with proof of payment of premiums on, the following insurance:
(i) comprehensive general liability insurance. including the City and
ISD 281 as a named insured. with limits (i) against bodily injury of not less than
S 1 ,000,000, and (ii) against property damage of not less than 5250,000 (to
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accomplish the above-required limits, an umbrella excess liability policy may be
used); and
(ii) workmen's compensation insurance, with statutory coverage.
The policy of insurance required pursuant to Section 5.01 (d)(i) hereinabove (A) shall be in form and
content reasonably satisfactory to the City, and (B) shall be placed with a financially sound and
reputable insurer licensed to transact business in the State of Minnesota. Acceptance by the City of
an insurance policy delivered pursuant to Section 5.01 (d) (i) hereinabove shall not bar ISD 281 from
requiring additional insurance which it reasonably deems necessary.
(e) ISD 281 will pern1it the City, acting by and through its officers, employees and
agents, to examine all books, records, contracts, plans, dra\vings, permits, bills and statements of
account pertaining to the Project and to make extracts therefrom and copies thereof.
(f) ISD 281 will furnish to the City, as soon as possible and in any event within ten (10)
days after ISD 281 has obtained actual knowledge thereof, \\Titten notice of the occurrence of each
Event of Default (ISD 281), or each event which \vith the giving of notice or lapse of time or both
would constitute an Event of Default (ISD 281), which is continuing on the date of such statement.
the statement of ISD 281 setting forth details of such Event of Default (ISD 281) or event and the
action which ISD 281 proposes to take with respect thereto.
(g) ISD 281 agrees that, without the prior written consent of the City, it will not agree
or consent to any material changes in the Construction Contract Documents, or to any change orders
thereto, individually exceeding 525,000.00 \vithout the consent of City, which consent will not be
unreasonably withheld. Any change orders not exceeding $25,000.00, approved without the prior
consent of the City will be presented to the City for review as soon as practicable after its approval
by ISD 281; provided, however, the City shall have no right to object to the forn1 or content thereof.
Section 5.02 Covenants of the Citv and EDA. The City and EDA agree that:
(a) The City and EDA will furnish to ISD 281, as soon as possible and in any event
within ten (10) days after either or both the City and EDA have obtained actual knowledge thereof.
written notice of the occurrence of each Event of Default (City/EDA), or each event \vhich with the
giving of notice or lapse of time or both would constitute an Event of Default (City/EDA), which
is continuing on the date of such statement. the statement of the City and EDA setting forth details
of such Event of Default (City/EDA) or event and the action which the City and EDA propose to
take with respect thereto.
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ARTICLE VI
Events of Default and Rights and Remedies
Section 6.01 Events of Default.
281 ):
(a) ISD 281 Events of Default. The follo\ving shall constitute Events of Default (ISD
(i) ISD 281 shall fail to duly observe or perform any of the material terms.
conditions, covenants, or agreements required to be observed or perfom1ed by ISD 281 hereunder,
and such failure shall continue uninterrupted and without cure for a period of thirty (30) days after
delivery of \VTitten notice of default to ISD 281.
(ii) Any representation or warranty made by ISD 281 herein. or in any financial
statement, certificate, report or Drmv Requisition furnished pursuant to this Agreement, or in order
to induce the City to approve any Advance hereunder, shall prove to have been untrue in any
material respect or materially misleading as of the time such representation or warranty was made.
(iii) The Project is materially damaged or destroyed by fire or other casualty and
the loss, in the reasonable judgment of the City, is not adequately covered by insurance actually
collected or in the process of collection.
(iv) The construction of the Project is abandoned, or shall be unreasonably delayed
beyond the Completion Date (subject to such extensions as may be permitted in accordance with the
Construction Contract Documents), or shall be discontinued for a period of twenty (20) consecutive
calendar day's, in each instance for reasons other than acts of God, fire, storm, strikes, blackouts,
labor difficulties, riots, inability to obtain materials, equipment or labor, governmental restrictions
or any similar cause over \vhich ISD 281 is unable to exercise control.
(v) The Project is not substantially completed in accordance with the Plans or
Construction Contract Documents.
(b) Citv/EDA Events of Default. The following shall constitute Events of Default
(City/EDA):
(i) Either or both the City and the EDA shall fail to duly obsen'e or perform any
of the material terms, conditions, covenants, or agreements required to be obserwd or performed by
either or both the City and the EDA hereunder, and such failure shall continue uninterrupted and
without cure for a period of thirty (30) days after delivery of written notice of default to the City and
the EDA.
(ii) Any representation or warranty made b.y the City or EO.-\ herein, or in any
financial statement, certificate, or report furnished pursuant to this Agreement shall prove to have
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been untrue in any material respect or materially misleading as of the time such representation or
warranty was made
Section 6.02 RiQhts and Remedies.
(a) RiQhts and Remedies Uoon Event of Default (LSD 281). Upon the occurrence of an
Event of Default (ISD 281) and at any time thereafter until such Event of Default (ISD 281) is cured
to the reasonable satisfaction of the City, the City may, at its option, exercise any and all of the
following rights and remedies, alonQ with anv other rights and remedies available to it:
..... ...... .......-......
(i) The City may, by notice in \\Titing to ISD 281, refrain from approving
Advances hereunder (but City may make Advances after the occurrence of an Event of Default
without thereby waiving its rights and remedies hereunder), or terminate this Agreement; and
(ii) The City shall be entitled to recovery of reasonable costs of collection and
enforcement of this Agreement, including \vithout limitation reasonable attorneys' fees.
(b) RiQhts and Remedies Uoon Event of Default (Citv/EDA) . Upon the occurrence of
an Event of Default (City/EDA) and at any time thereafter until such Event of De fault (City/EDA)
is cured to the reasonable satisfaction ofISD 281, ISD 281 may, at its option, exercise any and all
of the rights and remedies available to ISD 281 under applicable law, including without limitation
the following:
(i) ISD 281 shall be entitled to terminate either or both this Agreement and the
Facility Use Agreement: and
(ii) ISD 281 shall be entitled to recovery of reasonable costs of collection and
enforcement of this Agreement, including without limitation reasonable attorneys' fees.
ARTICLE VII
Miscellaneous
Section 7.01 Insoections. ISD 281, Architect and the Engineer, shall be responsible for
making inspections of the Project during the course of construction, and shall determine to their own
satisfaction that the 'work done or materials supplied by the General Contractor and Subcontractors
to whom payment is to be made out of each Advance has been properly done or supplied in
accordance with the applicable contracts with such General Contractor and Subcontractors. If any
work done or materials supplied by the General Contractor or a Subcontractor are not reasonably
satisfactory to ISD 281, the Architect andJor the Engineer, or if the General Contractor or a
Subcontractor does not materially comply with the Construction Contract Documents in any material
respect. ISD 281 will, upon discovery thereof. promptly notify the City in writing of such fact. It
is expressly understood and agreed that the City and its Inspecting Official may. at the City's sole
cost and expense (and without reduction of the amount of the Contribution Amount), conduct such
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inspections of the Project as either may deem necessary for the protection of the City's interest, and
that any inspections which may be made of the Project by the City or the Inspecting Official are
made, and all certificates issued by the Inspecting Official will be issued, solely for the benefit and
protection of the City, and that ISD 281 will not rely thereon.
Section 7.02 Indemnification.
(a) Indemnification bv ISD 28 I. ISD 28 I shall bear all loss, expense (including attorney's
fees) and damage in connection with, and agrees to indemnify and hold harmless the City, its agents,
sen'ants and employees from all claims, demands andjudgments made or recO\'ered against the City,
its agents, servants and employees, because of bodily injuries, including death at any time resulting
therefrom, and/or because of damages to property of the City or others (including loss of use) from
anv cause \vhatsoever, arisimz out of, incidental to, or in connection with the construction of the
. ~
Project, whether or not due to any act of omission or commission, including gross negligence, breach
of statutory duty or \villful misconduct ofISD 28 I, the General Contractor or any Subcontractor, or
its or their employees, servants or agents, excluding, however, any claims, demands or judgments
due to acts of omission or commission of the City, its employees, servants or agents. The obligation
of ISD 281 under this Section 7.02(0.) shall survive completion of the Project.
(b) Indemnification by Citv/EDA. The City and EDA shall bear all loss, expense
(including attorne;/s fees) and damage in connection with, and agrees to indemnify and hold
ho.rmless ISD 281, its agents, servants and employees from all clo.ims, demands andjudgments made
or recovered against ISD 28 I, its agents, servants and employees, because of bodily injuries,
including death at any time resulting therefrom, and/or because of damages to property ofISD 281
or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in
connection with any act of omission or commission. including gross negligence. breach of statutory
duty or willful misconduct of the City or EDA. or its or their employees, servants or agents,
excluding. however, any claims, demands or judgments due to acts of omission or commission of
ISD 281, its employees, servants or agents. The obligation of the City and EDA under this
Section 7.02(b) shall survive completion of the Project.
(c) Limitations on Indemnitv. Notwithstanding Sections 7.02(0.) and 7.02(b) of this
Agreement, ISD 281, the City and EDA shall, and do hereby, release each other from all claims,
demands, liabilities, judgments and expenses to the extent subject to and in excess of each party's
limits of statutory immunity under Ivlinnesota law. or to the extent otherwise cO\'ered. or required
under this Agreement to be covered. by insurance.
Section 7.03 Title to Project. Notwithstcll1ding anything to the contrJry in this Agreement
or otherwise, and except only as othem'ise pro\'ided in the Facility Use Agreement. title to the
Project. together with any and all rights and interests. legal. equitable or otnen\'ise. therein, shall at
all times be \'ested solely with. in and to ISO 281.
CD'.! \ ?CX(S RIDEi\,J~:(1'11"~
Ot'":cb.:t:5 ['PJ';
12
Section 7.04 Fees. \\llether or not anv Advance shall be made hereunder. ISD 281 agrees
-.; < '-'
to pay all fees including inspection fees, appraisal fees, survey fees, recording fees, license and
permit fees and title insurance and other insurance premiums relating to the Project. all of which
fees, costs and expenses shall be subject to prorata reimbursement from the Contribution Amount.
Section 7.05 Addresses for Notices. All notices to be given by either party to the other
hereunder shall be in \\Titing and deemed to have been given when delivered personally or when
deposited in the United States Mail, registered or certified postage prepaid, addressed as follows:
To ISD 281 at:
Thomas H. Walerius
Independent School District 281
Education Service Center
4148 Winnetka Avenue North
New Hope, rvrN 55427-1288
To the City and
EDA at:
Daniel 1. Donahue, City Manager
City of New Hope
4401 Xylon Avenue North
New Hope, Iv'fN 55428
or addressed to such party at such other address as such party shall hereafter furnish by notice to the
other party.
Section 7.06 Termination of this A9:reement. The obligations of all parties under this
Agreement, but not under the Facility Use Agreement or any other agreement(s) attached hereto or
incorporated herein by reference, shall cease upon (i) payment by City of the Contribution Amount
in accordance 'with this Agreement, and (ii) City's certification that the construction of the Project
has been completed in accordance \vith the Plans and Construction Contract Documents.
Section 7.07 Time of Essence. Time is of the essence in the performance of this
Agreement.
Section 7.08 Binding Effect and AssiQ:nment. This Agreement shall be binding upon and
inure to the benefit ofISD 281 and the City and their respecti ve successors and assigns.
Section 7.09 Waivers. No waiver by the City or ISD 281 of any default hereunder shall
operate as a waiver of any other default or of the same default on a future occasion. No delay on the
part of the City' or ISD 281 in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy preclude other or further
exercise thereof or the exercise of any other right or remedy.
OD\IA,PCDOCS'RIDE?; ~ ;:-\::: ;Il\~
O;':lob~r :::5. II)'}'}
13
Section 7.10 Remedies Cumulative. The rights and remedies herein specified of each of
the City and ISD 281 are cumulative and not exclusive of any rights or remedies which either or both
the City and ISD 281 would otherwise have.
Section 7.11 Governing: Law and Entire Ag:reement. This Agreement shall be governed
by the laws of the State of Minnesota. This Agreement contains the entire agreement of the parties
on the matters covered herein. No other agreement, statement or promise made by any party or by
any employee, officer, or agent of any party that is not in \\Titing and signed by all the parties to this
Agreement shall be binding.
Section 7.12 Counteroarts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original, but such
counterparts shall together constitute one and the same instrument.
IN \VITNESS \VHEREOF, the parties hereto have executed this Agreement, or caused it
to be executed by their duly authorized officers or partners, as of the date first above \\Titten.
CITY OF NE\V HOPE
By
;t2L-~~~l
I ts Mayor
By
Its
Bj~/uJ!Jd4<<
Its City Manager
By
Its
By
ECONOMIC DEVELOPMENT
AUTHORITY in and for the City of New Hope
-- /'- /
(//' ./-Tf-.,f? /
/ r f(/t!~ c;"--7/{ ~
I ts :Pr~sident
Bj /~-/~Jd~~
Its Executive Director
OD\ lA' PCDOCS ..RJDER.J, 1:C: .\1)',.<
OClObcr!5.1'J'J'J
14
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
r.
The foregoing was acknowledged before me this c:i j day of LV d
1999, by W. Peter Enck and Daniel 1. Donahue, the Mayor and City Manager. respectively, of the
City of New Hope, a Minnesota municipal corporation, on l)~half of said municipal corporation.
/: -
~ (;j'c/,*Inlf
Notary Public
VALERIE J. LEONE
NOTARY PUBLIC - MINNESOTA
My Commission Expires
January 31, 2000
STATE OF MINNESOTA )
) ss.
COUNTY OF HEi\TNEPIN )
/A
The foregoing \vas ackno\vledged before me this ~y day LLC 'C 1999
by W. Peter Enck and Daniel J. Donahue, the President and Executive Director, respectively, of the
Economic Development Authority in and for the City of New Hope, a Minnesota municipal
corporation, on behalf of said corporation.
VALERIE J. LEONE
NOTARY PUBLIC - MINNESOTA
My Commission Expires
January 31. 2000
" fYLu
STATE OF IvII1\lNESOTA )
) ss.
COUNT'{ OF HENNEPIN )
~egOing was acknowledged before me t is I!-tt
~~>?zMd-and 7'
. ' respectively, of Independ~nt School
, on behalf of said ~
~
~'
:.<X;.L
Not Public
daYOf~ ,1,999
the . ~and
District 281. a Minnesota
I
'lr
Il1J
JUDITH D. LUND I
_<1. NO:~;~r PUBliC-MiNNESOTA
,'- ~,~'
'~~/ My Ccr..-.">,,,,~ ~t~res Jan. 31. 200Q
.
f/J~
OD~IA' PCDOC5',RJDE~:': 'l~:!'(I' 5
Oc::ob:r:!5. It}')';
15
EXHIBIT "A"
Plans
[To be provided by City, EDA and ISD 281]
':OD~I"""'?CDOCS'RfDER'..n ~~ )lr,;i
October 15. ")'}'}
EXHIBIT "B"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Form of Facility Use Agreement
FACILITY USE AGREEMENT
AGREEMENT made thi~5" day of (!)d , 1999 by and between the CITY OF
NE\V HOPE a Minnesota municipal corporation (hereinafter the "City"), and INDEPENDENT
SCHOOL DISTRICT NO. 281, an independent school district created and existing under the laws
of the State of Minnesota (hereinafter "ISD 281 ").
RECIT ALS
\VHEREAS, ISD 281 is constructing an addition to the existing Cooper High School
gymnasium, on real property legally described on Exhibit A attached hereto, \vhich addition shall
consist of a second fully enclosed gymnasium, concessions room, storage areas, rest rooms and
miscellaneous other amenities, all as more fully described and set forth on that site plan attached
hereto as Exhibit B (the "Site Plan") (such addition, together with all anlenities therein, hereafter
referred to as the "Facility");
\VREREAS, the New Hope Economic Development Authority, a Minnesota municipal
corporation ("EDA"), and the City are contributing up to $3,250,000.00 towards the cost of
constructing and equipping the Facility from EDA Tax Increment Financing Funds (the actual
amount of such contribution hereinafter referred to as the "Contribution Amount");
\VHEREAS, the parties desire to provide for joint use of the Facility;
\VHEREAS, this Agreement sets forth the rights and obligations of the parties relating to the
joint use of the Facility;
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
Joint Use
1.01 Joint Use. The City and ISD 281 shall jointly use the Facility in accordance with the
terms and conditions set forth herein.
1.02 Term. This Agreement shall be for a term offorty (40) years commencing on the date
of substantial completion of the Facility and expiring on June 30, 2040.
;"ODMr\ \PCDOCS\R lDER \.D:<2;<;o]\5
Cktobc:r 25. 19?'}
1.03 Use and Scheduling:. The facility shall be used by the parties as follows:
a.
until 5:30 p.m.
ISD 281 \vill have primary use of the Facility on school days from 6:00 a.m.
b. The City \vill have primary use of the Facility on school days from 5:30 p.m.
until 6:00 a.m., and at all times on Saturdays, Sundays, Summer vacation and any other day that
school is not in session.
c. Each party may schedule gym time during the other party's primary use, with
the primary party's consent which may not be unreasonably \vithheld if time is available.
d. The City will supervise the Facility when it has primary use of the Facility
and shall hire and pay any building attendant necessary to perform such supervision. Supervision
shall not include maintenance or cleaning which shall be the responsibility of the ISD 281 per
Section 2.02 of this Agreement. City supervision shall only mean supervision of the activity that
is being conducted by, on behalf of, or is the responsibility of the City when the Facility is under
City use (the "Principal Activity"), together with supervision of any and all uses or activities
associated with, or related to, such Principal Activity, including without limitation supervision of
such interior or exterior common areas and parking areas as may be used by employees or invitees
of the City' in connection with such Principal Activity. However, the City will be responsible for
cleaning the concession room area and equipment after each use by the City. However, ISD 281 will
clean the floors, walls and ceiling of the concession room area as part of general routine cleaning of
the facility. Also, ISD 281 \vill dispose of all garbage from use of the concession room area on
condition it is properly bagged and placed in a designated area for disposal as determined by ISD
281.
time.
e. The City will have reasonable access to the Facility during its primary use
f. ISD 281 will pern1it the City, and its employees, agents and invitees to use
the internal roadway system and school parking lot for access to the Facility, and the school parking
lot for parking purposes, subject to ISD 281's reasonable rules and regulations.
g. The City will have the exclusive use of the west storage space and the
concession room/area as shown on the Site Plan. ISD 281 agrees it will not be permitted use of these
areas without the written consent of the City.
schedule.
h. The City and ISD 281 shall meet at least annually to review the Facility use
1.04 Alcohol and Tobacco Polin'. The Facilitv shall be treated as "school g:round" as
- ~
contemplated by the alcohol control provisions oftv1irm. Stat. S 624.701; that ISD 281 's alcohol and
OD\IA.PCDOCS.RIDER'..,Il~15'r5
O("lct::.:r ~5 1'1'/'1
2
tobacco policies and regulations, and any additions or amendments thereto, shall apply to the
Facility; that the area should be appropriately posted; and that the City shall withhold access from
groups for alcohol or tobacco violations.
ARTICLE II
Ownership and I\ilaintcnance of Facility
2.01 Ownershio. ISD 281 is the owner of the Facility, subject to the rights and obligations
of the parties set forth in this Agreement.
2.02 Maintenance and Uokeeo. ISD 281 will be responsible for all maintenance, repairs.
replacement and upkeep of the Facility necessary to keep the Facility in good repair and clean
condition. However, the City ackno\vledges and agrees it will be responsible for all maintenance,
repair and cleaning of the concession room/area and equipment after each event, referred to in
Section 1.03 (g) of this Agreement. ISD 281 shall only be required to clean, repair and maintain the
general structure of the concession room/area including the floor, walls, ceiling, plumbing, heating
and electrical to the concession room/area including the general cleaning referred to in Section
1.03(g) of this Agreement.
2.03 OoeratinQ: Cost and Utilities. The School District will be responsible for all operating
costs relating to the Facility, including providing and paying for all electric, heat, phone, water,
sewer, trash removal and other utilities and services. ISD 281 will maintain adequate temperatures
in the Facility during the City's primary use time to allow comfortable use of the Facility by the
City.
2.04 Insurance. ISD 281 will at its expense insure the Facility, fixtures, furnishings, and
therein against loss or damage by fire and loss or damage by such other risks no\v or hereafter
embraced by "extended coverage," so called. However, ISD 281 shall not be required to insure the
food service equipment installed by the City in the concession room/area or the sound system
equipment installed in the west storage area. Each party will obtain and maintain during the term
of this Agreement a comprehensive liability insurance policy in at least the amounts specified as to
the extent of liability under Minn. Stat. S 466.04. ISD 281 will be named as an additional insured
on the City's policy and the City will be named an individual insured on ISD 281's policy. Each
party shall furnish the other party a certificate of insurance documenting the required coverage.
ARTICLE III
Indemnification
3.01 Indemnification bv ISO 281. ISD 281 hereby indemnifies and holds the City harmless
from and against any and all claims, demands, liabilities, and expenses. including attorney's fees,
arising from the ISD 281's use of the Facility, or from any act permitted, or any omission to act, in
or about the Facility by ISD 281, or its officers, employees, independent contractors, agents, or
invitees. or from an.y breach or default by ISD 281 of this Agreement. except to the extent caused
bv the Citv's Qross neQliQence or \villfu! misconduct. In the event any action or oroceeding shall be
'" .. '- ..... ....... "" J. ....
OD\l.';'PCD<'_,CSR:DER .,l ~:';:~'15
0<:100..:[ ! ~ "1'1'1
3
brought against the City by reason of any such claim, ISD 281 shall defend the same at ISD 28l's
expense by counsel reasonably satisfactory to the City. The provisions of this Section 3.01 shall
survive any termination of this Agreement.
3.02 Indemnification bv Citv. The City hereby indemnifies and holds ISD 281 harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
~ .
arising from the City's use of the Facility, or from any act permitted, or any omission to act, in or
about the Facility by the City, or its officers, employees, independent contractors, agents, or invitees,
or from any breach or default by the City of this Agreement, except to the extent caused by the ISD
281's gross negligence or \villful misconduct. In the event any action or proceeding shall be brought
against ISD 281 by reason of any such claim, the City shall defend the same at the City's expense by
counsel reasonably satisfactory to ISD 281. The provisions of this Section 3.02 shall survive any
termination of this Agreement.
ARTICLE IV
Dispute Rcsolution
4.01 If a dispute develops between the parties regarding interpretation of the rights and
obligations of the parties under this Agreement, such disputes shall be referred to the next
administrative level of the respective bodies who shall attempt to settle the dispute. Such referral
shall continue to succeeding levels of the respective bodies until all administrative levels have been
exhausted; Drovided, however, all such administrative levels shall be deemed to have been exhausted
in the event such dispute remains unresolved in whole or in part for a period of sixty (60) days from
and after the date of initial occurrence of the dispute. In the case of any dispute which also involves
a material breach authorizing the nonbreaching party to exercise its rights under Section 5.01 of this
Agreement, the nonbreaching party shall be entitled, but not required, to exercise its rights under
Section 5.01 concurrent with any exercise of rights under this Section 4.01. If the dispute cannot be
resolved in accordance with this Section 4.01, either party may (except to the extent theretofore
exercised under Section 5.01 as hereinabove permitted) then exercise any and all of the rights and
remedies available to such party under applicable law.
ARTICLE V
Tcrmination
5.01 Termination for Cause. In the event of any material breach of any of the terms of this
Agreement, the party alleging the breach may, in addition to, and not in lieu of. any other remedies
available to such party under Section 4.01 of this Agreement or otherwise under applicable law, seek
to terminate this Agreement by giving the breaching party written notice specifying the nature of the
breach. If the breach is not remedied within thirty (30) days of the date of deL very of such notice,
or if additional breaches of a materially similar nature occur within the thirty (30) day period
following the date of delivery of said notice, the party alleging the breach may send the breaching
party a second written notice setting forth the time, place and date of a meeting to discuss the breach,
the time, date and place for which shall in all respects be reasonable and shall specify a date not later
OD\I.~?CD<"X'S'.RlDER...":X~5'J' 5
OCt{'b.:~ 15. "J'!"
4
than ten (l0) days from the date of such \\Titten notice. The Superintendent for the District or his
or her designee(s) and the City Manager for the City or his or her designee(s) shall attend such
meeting. Ifthe breach continues for more than thirty (30) days after the date of such meeting, the
party alleging the breach may send a final written notice of termination to the breaching party
terminating this Agreement effective upon the date of delivery of such notice.
5.02 Termination Without Cause. This Agreement may be terminated \\'ithout cause as
follows:
a. Either party may terminate this Agreement prior to the award of contract to
construct the Facility by giving written notice of such termination to the other. ISO 281 shall give
the City ten (10) days written notice of its intent to award a contract. If this Agreement is terminated
in accordance with this Section 5.02(a), any and all actual out-of-pocket costs incurred by the
non-terminating party shall be paid by the terminating party.
b. Commencing as of calendar year 2001, ISD 281 may terminate this
Agreement, effective as of June 30 of any calendar year, upon delivery to the City, on or before
February 1 of such calendar year, of advance written notice of termination (an "Early Tem1ination").
In the event of an Early Termination, ISD 281 shall, on or before the effective date of such Early
Termination, pay to the City the sum of the unamortized portion of the Contribution Amount,
inclusive of interest calculated at a fixed rate of interest equal to five percent (5%) per annum, in
accordance with the T ennination Fee Schedule attached hereto as Exhibit C (the "Termination Fee").
Said Termination Fee shall be the City's sole and exclusive remedy for the Early Termination, and
the City hereby waives any and all rights to specific perforn1ance, damages, or any other remedy
available in equity or in la\v.
ARTICLE VI
Miscellaneous
6.0 I Buildimr Securitv. Upon completion of construction of the Facility, ISD 281 shall
issue to the City a reasonable number of keys and/or security cards for the exterior doors to the
Facility, together \vith any lockable interior doors thereto, if any, for which the City is entitled to
access pursuant to the terms and provisions of this Agreement. On all days during which ISD 281
is entitled to priority of use in accordance with Section 1.03(a) of this Agreement, ISD shall be
responsible for opening up the Facility. On all days during which the City is entitled to priority of
use in accordance with Section 1.03(b) of this Agreement, the City shall be responsible for opening
up the Facility. The City shall at all times during the term of this Agreement be responsible for
closing and securing the Facilitv, including without limitation securing all exterior doors to the
~ ~ - ~ ~
Facility. The procedures and requirements applicable to the issuance of keys and/or security cards,
and to the opening, closing and securing of the Facility, shall be in accordance with such reasonable
rules and regulations as ISD 281 may issue from time to time. The City hereby agrees to indemnify
and defend ISO 2S 1 from and against any and all claims, demands, liabilities, and expenses,
OD\IA'_PCDOCS:,RlDER..J '\.'\Z5'r.-
O~cb>.':'t ~3. 1']'1'1
5
including attorney's fees, arising from any failure by the City to perform its responsibilities for
closing and securing the Facility in accordance with this Agreement.
6.02 Relationshio of Parties. The parties hereto agree that it is their intention hereby to
create only the relationships oflicensor and licensee, and no provision hereof. or act of either party
hereunder, shall ever be construed as creating the relationship of lessor and lessee, principal and
agent, or a partnership, joint venture or enterprise between the parties hereto.
6.03 Assis:nment. Neither party may assign its rights or obligations under this Agreement
without the prior \\Titten consent of the other party.
6.04 Bindins: 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
pem1itted successors and assigns.
6.05 Severabilitv. If any provlSlons of this As:reement shall be declared invalid or
unenforceable, the remainder of this Agreement shall continue in full force and effect.
6.06 Governins: Law. This Agreement shall in all respects be governed by and interpreted
under the laws of the State of Minnesota.
:.OD:-'IA'PCDOCS"R! D CR_.J1;<1 ~5'M
Oc.cbcr15. I')']'}
6
IN \VITNESS WHEREOF, the parties have subscribed their names as of the day and year
first above written.
INDEPENDENT SCHOOL DISTRICT
NO. 281
By
Its
By
Its
CITY OF NE\V HOPE
';
By 5i/~L'ft,,:4
Its Mayor
By ~~~:Jdc'J;uJ~.
Its City Manager
STATE OF MI1\TNESOTA )
) ss.
COUNTY OF HENNEPIN )
1he fore,going instrument \vas acknowledged before me this~J day of ((7 (i /-C , 1999,
by /U f1 JJ.J,_ (II ( /( and J),'flfI'L J"LJcnrJUf.- , respectively the Mayor and City Manager of the
City ofNe\v Hope, a Minnesota municipal corporation, on behalf of the corporation and pursuant
to the authority granted by its City Council.
VALERIE J. LEONE
NOTARY PUBLIC - MINNESOTA
My Commission Expires
hn'J~ry 31. 2000
;;ft1u;j!jEJIL
Notary Public
::OO.\IA~?CDOCS\RIOER',~ ~~13<}\!I
OC1occr 25. l'J'rJ
7
STATE OF MINNESOTA )
) ss.
COUNTY OF HEi\TNEPIN )
before me thi~~' of ~ , 1999
by , the -;k.~ ~ ~and
School District No. 281 on behalf of said
I
II
JUDITH D. LUND I
NOTARY PUBLIC. MINNESOTA
My Ccmffilssion Ex>ires Jan. 31, 200Q
.
; OD\tA'.?CDOCS',RIDER\':.~:(~5'J'..~
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8
:=OO!'.V.. \PCDOCS\R1DER\..1 )82 5Y'...'i
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Parcell:
Parcel 2:
EXHIBIT A
TO FACILITY USE AGREEMENT
Legal Description
East Yz of the Northwest ~ of the Southeast ~,
Section 7, Township 118, Range 21 according to the
Government Survey thereof, excepting the South 30
feet of the East 30 feet thereof.
West Yz (W Yz) of the Northeast ~ (NE ~) of the
Southeast ~ (SE ~), Section 7, Township 118, Range
21, according to the Government Survey thereof,
excepting therefrom:
(a) The South 30 feet of the \Vest Yz (W Yz) of the
Northeast ~ (NE ~) of the Southeast ~ (SE
~), Section 7, Township 118, Range 21; and
(b) That part of the Northeast ~ (NE ~) of the
Southeast ~ (SE ~), Section 7, Tovmship
118, Range 21, lying North of 47th Avenue
North and lying between a line dravVIl 30 feet
West of and parallel to the westerly line of
Virginia Avenue North and the westerly line
of Virginia Avenue North as platted in
Lynncroft Addition.
EXHIBIT B
TO FACILITY USE AGREEMENT
FLOOR PLAN
~~
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TOP A.'lK.N3
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Site Plan
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EXHIBIT C
TO FACILITY USE AGREE1'vfENT
Termination Fee Schedule
TERMINA TrON TERMTNA TION TERMTNATION TERMTNA TION
DATE FEE DATE FEE
June 30, 2001 $3,223,096 June 30, 2021 $2,289,008
June 30, 2002 $3,194,847 June 30, 2022 $2,214,055
June 30,2003 $3,165,185 June 30, 2023 $2,135,354
June 30, 2004 S3,134,040 June 30, 2024 $2,052,717
June 30,2005 S3,101,338 June 30, 2025 $1,965,949
June 30,2006 S3,067,001 June 30, 2026 S 1 ,874,842
June 30,2007 S3,030,947 June 30, 2027 S 1,779,181
June 30, 2008 S2,993,091 June 30, 2028 SI,678,736
June 30, 2009 S2,953,341 June 30, 2029 $1,573,268
June 30,2010 S2,911,604 June 30, 2030 S 1 ,462,528
June 30, 2011 S2,867,780 June 30, 2031 S 1 ,346,250
June 30, 2012 S2,821,765 I June 30, 2032 $1,224,159
June 30, 2013 $2,773,449 June 30,2033 S 1 ,095,962
June 30,2014 $2,722,718 June 30, 2034 S961,357
June 30, 2015 $2,669,450 June 30, 2035 $820,020
June 30, 2016 S2,613,518 June 30, 2036 S671,617
June 30,2017 S2,554,790 June 30, 2037 S515,794
June 30,2018 $2,493,126 June 30, 2038 S352,180
June 30, 2019 S2,428,378 June 30, 2039 S 180,385
June 30, 2020 S2,360,393 June 30, 2040 $0.00
::OD;\'\.... \P'CDOCS-RIDER \..4 JX2Y-i\."i
0c1000'15. 1 <rrJ
EXHIBIT "C"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Form of Draw Requisition
,20_
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
Attention: Daniel J. Donahue
City Manager
Re: Cooper High School Gymnasium Expansion, Tennis Court Construction and
Related Work/Payment Request No._
Dear Mr. Donahue:
The attached invoices, summarized on Exhibit A attached hereto, represent work performed
in connection \vith the "Project", as that term is defined in that Cooper Gym Expansion Development
Agreement, dated , 1999, by and between Independent School District No. 281 and the
City of New Hope. The total an10unt of the requested payment equals
Please submit the City's payment to my attention at the District. Please call me at 504-8037
if you have any questions. Thank you.
Sincerely,
INDEPENDENT SCHOOL DISTRICT
NO. 281
By
Thomas H. Walerius
Senior Associate for Business Services
::ODMA \PCDOCS..=tIDER,4 )l!;2:i1i'.5
Octobc::' 25. 19')<)
EXHIBIT A
TO
FORM OF DRAW REQUISITION
Cooper High School Gymnasium Expansion,
Tennis Court Construction and Related \Vork
Payment Request No._
Date:
,2000
INVOICE INVOICE INVOICE TOTAL
VENDOR NO. DATE AMOUNT BY VENDOR
TOTAL: S
::OD~fA\PCDOCS\RIDER\43 8230\.5
Oactx:r 25. !9'J<}
EXHIBIT I'D"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Legal Description of Real Estate
Parcell:
East 'ii of the Northwest ~ of the Southeast ~,
Section 7, Township 118, Range 21 according to the
Government Survey thereof, excepting the South 30
feet of the East 30 feet thereof.
Parcel 2:
West 'ii (W 'ii) of the Northeast ~ (NE ~) of the
Southeast ~ (SE ~), Section 7, Township 118, Range
21, according to the Government Survey thereof,
excepting therefrom:
(a) The South 30 feet of the West 'ii (W 'is) of the
Northeast ~ (NE ~) of the Southeast ~ (SE
1/4), Section 7, Tow11ship 118, Range 21; and
(b) That part of the Northeast ~ (NE ~) of the
Southeast ~ (SE ~), Section 7, TO\\l1Ship
118, Range 21, lying North of 47th Avenue
North and lying between a line drawn 30 feet
West of and parallel to the westerly line of
Virginia Avenue North and the westerly line
of Virginia Avenue North as platted in
Lynncroft Addition.
::ODMA \PCOOCS,JtlDER \4382:;0\5
October 25. I '}'}t}
EXHIBIT "E"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Project Cost Sharing Schedule
The following table provides an allocation of Project-related costs as between the City and
ISD 281 :
PERCENT AGE OF RESPONSIBILITY
DESCRIPTION OF \VORK CITyl ISD 2812
Construction:
48 Site Construction, Parking and Drainage, 100% 0%
Perimeter Walks, Plantings along 47th
A venue, Utilities (Sanitary Sewer, Storn1
Sewer, Water and Gas), and Related
Work
. Accessible Route to Ballfields, and 30% 70%
Related Work, Tennis Court
Construction (including construction of 7
courts and related fencing, screen
planting, access paths and drainage
work), and Related Work
. Gymnasium Facility (including general 100% 0%
building construction, mechanical and
electrical work), and Related Work
IThe City's percentage ofresponsibility is as shown in this table subject only to the
requirement that the City's aggregate percentage of responsibility for the entire Project shall in
no event exceed the Contribution Amount.
2ISD 281's percentage of responsibility is subject to increase for any Projected-related
costs, normally allocable to the City in accordance with the City's percentage of responsibility as
set forth in this table, which exceed the Contribution Amount.
::ODMA \PCOOCS\R.IDER\41R2Jmj
October 1.5. 199'1
EXHIBIT "E"
TO
COOPER GYM EXP ANSI ON DEVELOPMENT AGREEMENT
Project Cost Sharing Schedule
The following table provides an allocation of Project-related costs as between the City and
ISD 281 :
PERCENT AGE OF RESPONSIBILITY
DESCRIPTION OF \VORK CITyl ISD 2812
Construction:
e Site Construction, Parking and Drainage, 100% 0%
Perimeter Walks, Plantings along 4Th
A venue, Utilities (Sanitary Sewer, Storm
Sewer, Water and Gas), and Related
\V ork
e Accessible Route to Ballfields, and 30% 70%
Related Work, Tennis Court
Construction (including construction of 7
courts and related fencing, screen
planting, access paths and drainage
work), and Related Work
€il Gymnasium Facility (including general 100% 0%
building construction, mechanical and
electrical work), and Related Work
IThe CiJy's percentage of responsibility is as shown in this table subject only to the
requirement that the City's aggregate percentage 6fresponsibility for the entire Project shall in
no event exceed the Contribution Amount.
2ISD 281's percentage of responsibility is subject to increase for any Projected-related
costs, normally allocable to the City in accordance with the City's percentage of responsibility as
set forth in this table, which exceed the Contribution Amount.
::OD~1^\PCDOCS\RIDER\4JX2J()\5
October 25. 19<J<J
PERCENT AGE OF RESPONSIBILITY
DESCRIPTION OF \VORK CITY ISD 281
Furniture, Fixtures and Equipment:
. All Related Furniture, Fixtures and 100% 0%
Equipment (including all furniture,
signage, sound system, concessions
equipment, and other miscellaneous
equipment)
Related Fees and Costs:
Ell All Related Fees and Costs (including all 100% 0%
AME, Commissioning, Geotechnical,
Plan Review, Bid Advertisement, City
Legal and General Engineering,
Structural Inspection, Construction
Testing, Bond, Insurance, Project
Contingency and Project Financing
work, fees and costs)
: :OD~1.-\',.PCDOCS\RIDER\US:! :Hl\5
October 25. I 'P)')
2
FACILITY USE AGREEMENT
AGREEMENT made this4S::. day of ((jet: , 1999 by and between the CITY OF
NE\V HOPE a Minnesota municipal corporation (hereinafter the "City"), and INDEPENDENT
SCHOOL DISTRICT NO. 281, an independent school district created and existing under the laws
of the State of l'v1innesota (hereinafter "ISD 281").
RECITALS
WHEREAS, ISD 281 is constructing an addition to the existing Cooper High School
gymnasium, on real property legally described on Exhibit A attached hereto, which addition shall
consist of a second fully enclosed gymnasium, concessions room, storage areas, rest rooms and
miscellaneous other amenities, all as more fully described and set forth on that site plan attached
hereto as Exhibit B (the "Site Plan") (such addition, together with all amenities therein, hereafter
referred to as the "Facility");
\VHEREAS, the New Hope Economic Development Authority, a rl/finnesota municipal
corporation ("EDA"), and the City are contributing up to $3,250,000.00 towards the cost of
constructing and equipping the Facility from EDA Tax Increment Financing Funds (the actual
amount of such contribution hereinafter referred to as the "Contribution Amount"):
WHEREAS, the parties desire to provide for joint use of the Facility;
WHEREAS. this Agreement sets forth the rights and obligations of the oarties relating to the
' ...... ...... '- ..I. '-'
joint use of the Facility;
NOW, THEREFORE, the parties agree as follo\vs:
ARTICLE I
Joint Use
1.01 Joint Use. The City and ISD 28 I shall jointly use the Facility in accordance \vith the
terms and conditions set forth herein.
1.02 Term. This Agreement shall be for a term offorty (40) years commencing on the date
of substantial completion of the Facility and expiring on June 30, 2040.
OD~.!...?CDOCS RlDER l ;:(15'1'~
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1.03 Use and Scheduling. The facility shall be used by the parties as follo\vs:
a.
until 5:30 p.m.
ISD 281 \vill have primary use ofthe Facility on school days from 6:00 a.m.
b. The City \vill have primary use of the Facility on school days from 5:30 p.m.
until 6:00 a.m., and at all times on Saturdays, Sundays, Summer vacation and any other day that
school is not in session.
c. Each party may schedule gym time during the other party's primary use, with
the primary party's consent which may not be unreasonably \vithheld if time is available.
d. The City will supervise the Facility \vhen it has primary use of the Facility
and shall hire and pay any building attendant necessary to perform such supervision. Supervision
shall not include maintenance or cleaning which shall be the responsibility of the ISD 281 per
Section 2.02 of this Agreement. City supervision shall only mean supervision of the activity that
is being conducted by, on behalf of, or is the responsibility of the City \vhen the Facility is under
City use (the "Principal Activity"), together with supervision of any and all uses or activities
associated with, or related to, such Principal Activity, including without limitation supervision of
such interior or exterior common areas and parking areas as may be used by employees or invitees
of the City in connection with such Principal Activity. Ho\vever, the City will be responsible for
cleaning the concession room area and equipment after each use b.y the City. However, ISD 281 will
clean the floors, walls and ceiling of the concession room area as part of general routine cleaning of
the facility. Also, ISD 281 will dispose of all garbage from use of the concession room area on
condition it is properly bagged and placed in a designated area for disposal as determined by ISD
281.
time.
e. The City will have reasonable access to the Facility during its primary use
f. ISD 281 will permit the City, and its employees, agents and invitees to use
the internal road\vay system and school parking lot for access to the Facility, and the school parking
lot for parking purposes, subject to ISD 281 ' s reasonable rules and regulations.
g. The City will have the exclusive use of the west storage space and the
concession room/area as shown on the Site Plan. ISD 281 agrees it will not be pem1itted use of these
areas without the written consent of the City.
schedule.
h. The City and ISD 281 shall meet at least annually to re\'ie\,; the Facility use
1.04 Alcohol and Tobacco PoliCY'. The Facility shall be treated as "school ground" as
contemplated by the alcohol control provisions offvlinn. Stat. S 624.701; that ISO 281 's alcohol and
OD.\I.-\?CDOCS'RlDE?. ,~'~:5T,~
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tobacco policies and regulations, and any additions or amendments thereto, shall apply to the
Facility; that the area should be appropriately posted; and that the City shall withhold access from
groups for alcohol or tobacco violations.
ARTICLE II
O,ynership and l\Iaintenance of Facility
2.0 I OwnershiD. ISD 281 is the owner of the Facility, subject to the rights and obligations
of the parties set forth in this Agreement.
2.02 lvIaintenance and UDkeep. ISD 281 will be responsible for all maintenance, repairs,
replacement and upkeep of the Facility necessary to keep the Facility in good repair and clean
condition. Ho\vever, the City acknowledges and agrees it will be responsible for all maintenance,
repair and cleaning of the concession room/area and equipment after each event, referred to in
Section 1.03(g) of this Agreement. ISD 281 shall only be required to clean, repair and maintain the
general structure of the concession room/area including the floor, walls, ceiling, plumbing, heating
and electrical to the concession room/area including the general cleaning referred to in Section
l.03(g) of this Agreement.
2.03 Ooeratin9: Cost and Utilities. The School District \vill be responsible for all operating
costs relating to the Facility, including providing and paying for all electric, heat, phone, water,
sewer, trash removal and other utilities and services. ISD 281 will maintain adequate temperatures
in the Facility during the City's primary use time to allow comfortable use of the Facility by the
City.
2.04 Insurance. ISD 281 will at its expense insure the Facility, fixtures, furnishings, and
therein against loss or damage by fire and loss or damage by such other risks now or hereafter
embraced by "extended coverage," so called. HO\'iever, ISD 281 shall not be required to insure the
food service equipment installed by the City in the concession room/area or the sound system
equipment installed in the \vest storage area. Each party will obtain and maintain during the term
of this Agreement a comprehensive liability insurance policy in at least the amounts specified as to
the extent of liability under Minn. Stat. ~ 466.04. ISD 281 will be named as an additional insured
on the City's policy and the City will be named an individual insured on ISD 281's policy. Each
party shall furnish the other party a certificate of insurance documenting the required coverage.
ARTICLE III
Indemnification
3.01 Indemnification bY' ISD 281. ISD 281 hereby' indemnifies and holds the City harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees.
arising from the ISD 28l's use of the Facility, or from any act permitted, or any omission to act, in
or about the Facility by ISD 281, or its officers, employees, independent contractors. agents, or
invitees. or from any breach or default by ISD 281 of this Agreement, except to the extent caused
by the City's gross negligence or willful misconduct. In the event any action or proceeding shall be
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brought against the City by reason of any such claim, ISD 281 shall defend the same at ISD 28l's
expense by counsel reasonably satisfactory to the City. The provisions of this Section 3.01 shall
survive any termination of this Agreement.
3.02 Indemnification bv Citv. The City hereby indemnifies and holds ISD 281 harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the City's use of the Facility, or from any act pern1itted, or any omission to act, in or
about the Facility by the City, or its officers, employees. independent contractors. agents. or invitees.
or from any breach or default by the City of this Agreement, except to the extent caused by the ISD
281's gross negligence or \villful misconduct. In the event any action or proceeding shall be brought
against ISD 281 by reason of any such claim, the City shall defend the same at the City's expense by
counsel reasonably satisfactory to ISO 281. The provisions of this Section 3.02 shall survive any
termination of this Agreement.
ARTICLE IV
Dispute Resolution
4.01 If a dispute develops between the parties regarding interpretation of the rights and
obligations of the parties under this Agreement, such disputes shall be referred to the next
administrative level of the respectiw bodies who shall attempt to settle the dispute. Such referral
shall continue to succeeding levels of the respective bodies until all administrati\'e levels have been
exhausted; provided. however, all such administrative levels shall be deemed to have been exhausted
in the event such dispute remains unresolved in whole or in part for a period of sixty (60) days from
and after the date of initial occurrence of the dispute. In the case of any dispute \\'hich also involves
a material breach authorizing the nonbreaching party to exercise its rights under Section 5.01 of this
Agreement. the nonbreaching party shall be entitled. but not required, to exercise its rights under
Section 5.01 concurrent with any exercise of rights under this Section 4.01. If the dispute cannot be
resol ved in accordance \vith this Section 4.01, either party may (except to the extent theretofore
exercised under Section 5.01 as hereinabove permitted) then exercise any and all of the rights and
remedies available to such party under applicable law.
ARTICLE V
Termination
5.01 Termination for Cause. In the event of any material breach of any of the terms of this
Agreement, the party alleging the breach may, in addition to. and not in lieu of, any other remedies
available to such party under Section 4.0 1 of this Agreement or otherwise under applicable 1m-\', seek
to terminate this Agreement by giving the breaching party written notice specifYing the nature of the
breach. If the breach is not remedied \\'ithin thirty (30) days of the date of de!i\'ery of such notice.
or if additional breaches of a materially similar nature occur within the thirty (30) day period
following the date of delivery of so.id notice. the po.rty alleging the breach may send the breaching
po.rty a second written notice setting forth the time, place and date ofa meeting to discuss the breach.
the time, date and place for which shall in all respects be reasonable and shall specify a date not later
00\1.\ reDoes R:DER. ..l~,~:5'J(
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than ten (l0) days from the date of such \\Titten notice. The Superintendent for the District or his
or her designee(s) and the City fvlanager for the City or his or her designee(s) shall attend such
meeting. If the breach continues for more than thirty (30) days after the date of such meeting. the
party alleging the breach may send a final written notice of termination to the breaching party
terminating this Agreement effective upon the date of delivery of such notice.
5.02 Termination Without Cause. This Agreement may be terminated \\'ithout cause as
follows:
a. Either party may terminate this Agreement prior to the a\vard of contract to
construct the Facility' by giving written notice of such termination to the other. ISD 281 shall give
the City ten (10) days written notice of its intent to award a contract. If this Agreement is terminated
in accordance with this Section 5.02(a), any and all actual out-of-pocket costs incurred by the
non-terminating party shall be paid by the terminating party.
b. Commencing as of calendar year 2001, ISD 281 may terminate this
Agreement. effective as of June 30 of any calendar year, upon delivery to the City, on or before
February 1 of such calendar year, of advance written notice of termination (an "Early' Termination").
In the event of an Early Termination, ISD 281 shall, on or before the effective date of such Early
Termination, pay to the City the sum of the unamortized portion of the Contribution Amount.
inclusive of interest calculated at a fixed rate of interest equal to five percent (5c;"o) per annum, in
accordance with the Termination Fee Schedule attached hereto as Exhibi t C (the "T ermination Fee").
Said Termination Fee shall be the City's sole and exclusive remedy for the Early Tem1ination, and
the City hereby waives any and all rights to specific performance. damages. or any other remedy
available in equity or in law.
ARTICLE VI
Miscellaneous
6.0 I Building: Securit\.. Upon completion of construction of the Facility, ISD 281 shall
issue to the City a reasonable number of keys and/or security cards for the exterior doors to the
Facility. together with any lockable interior doors thereto. if any. for \\'hich the City is entitled to
access pursuant to the terms and provisions of this Agreement. On all days during \vhich ISD 281
is entitled to priority of use in accordance with Section 1.03(a) of this Agreement. ISD shall be
responsible for opening up the Facility. On all days during which the City is entitled to priority of
use in accordance with Section I.03(b) of this Agreement. the City shall be responsible for opening
up the Facility. The City shall at all times during the term of this Agreement be responsible for
closing and securing the Facility. including without limitation securing all exterior doors to the
Facility. The procedures and requirements applicable to the issuance of keys and/or security cards.
and to the opening. closing and securing of the Facility. shall be in accordance \\'ith such reasonable
rules and regulations as ISO 281 may issue from time to time. The City hereby agrees to indemnify
and defend ISD 281 from and against any and all cl::1ims. demands. liabilities. and expenses.
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including attorney's fees, arising from any failure by the City to perform its responsibilities for
closing and securing the Facility in accordance with this Agreement.
6.02 Relationshio of Parties. The parties hereto agree that it is their intention hereby to
create only the relationships of licensor and licensee, and no provision hereof. or act of either pCl.rty
hereunder, shall ever be construed as creating the relationship of lessor and lessee. principal and
agent, or a partnership, joint venture or enterprise between the parties hereto.
6.03 Assig:nment. Neither party may assign its rights or obligations under this Agreement
without the prior \\Titten consent of the other party.
6.04 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
pem1itted successors and assigns.
6.05 Severabilitv. If any provISIOns of this Agreement shall be declared invalid or
unenforceable, the remainder of this Agreement shall continue in full force and effect.
6.06 GoverninQ: Law. This Agreement shall in all respects be governed by and interpreted
under the laws of the State of Minnesota.
OD\1'\ PCDOCSRIDEit .J,;:-C5'J'~
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IN \VITNESS \VHEREOF, the parties have subscribed their names as of the day and year
first above \vritten.
INDEPENDENT SCHOOL DISTRICT
NO. 281
,
,
By
Its
By
Its
CITY OF NE\V HOPE
"~
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By /;.--..a 2.~t~
Its Mavor _
By, l" ~~,llll~L,
Its Ci ty lvlanager
STATE OF MI1\TNESOTA )
) ss.
COUNTY OF HEN"NEPIN )
T 1e foregoing instrument \vas acknowledged before me thi~ day of ((r!.-l , 1999,
by /. I " ~ anddJulrf L J 1)(, IC.)/I/(, respectively the [vlayor and City I'vlanager of the
City of New Hope, a I'vlinnesota municipal corporation. on behalf of the corporation and pursuant
to the authority granted by its City Council.
t~ ,;t:PLL
I
VALERIE J. LEONE
NOTARY PUBUC . MINNESOTA
My Commission Expires
January 31. 2000
Notary Public
. -OD.'IA'PCDOCS R !DER"."!; -'\1~'rj
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STATE OF MlN"NESOT A )
) SS.
COlJNTY Of HEN"NEPIN )
S$'wasaCknOWledgedbeforem. .e.this;tdaYOf ~~,1999
by . '~and 7'~ K~ .' the~ ~f1nr1
\ of Independent Schog1 DIstrict ':)<;0. 281 ..Grr beh~' m said
independent school district. ('
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Parcell:
Parcel 2:
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Oclober 2.5. 199<J
EXHIBIT A
TO FACILITY USE AGREEMENT
Legal Description
East ~ of the Northwest ~ of the Southeast ~,
Section 7, Township 118, Range 21 according to the
Government Survey thereof, excepting the South 30
feet of the East 30 feet thereof.
West ~ (W ~) of the Northeast ~ (NE ~) of the
Southeast ~ (SE ~), Section 7, Township 118, Range
21, according to the Government Survey thereof,
excepting therefrom:
(a) The South 30 feet of the West ~ (W ~) of the
Northeast ~ (NE ~) of the Southeast ~ (SE
~), Section 7, To\vnship 118, Range 21; and
(b) That part of the Northeast ~ (NE l~) of the
Southeast ~ (SE ~), Section 7, Township
118, Range 21, lying North of 47th Avenue
North and lying between a line dravln 30 feet
West of and parallel to the westerly line of
Virginia Avenue North and the westerly line
of Virginia Avenue North as platted in
Lynncroft Addition.
EXHIBIT B
TO FACILITY USE AGREEMENT
FLOOR PLAN
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October 25. II}<.}'J
Site Plan
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EXHIBIT C
TO FACILITY USE AGREEMENT
Termination Fee Schedule
TERMINA TION TERMINATION TERMINATION TER~vfINA TION
DATE FEE DATE FEE
June 30, 2001 S3,223,096 June 30,2021 S2.289,008
June 30, 2002 $3,194,847 June 30, 2022 $2,214,055
June 30, 2003 $3,165,185 June 30, 2023 $2,135,354
June 30, 2004 $3,134,040 June 30, 2024 $2,052,717
June 30, 2005 S3,101,338 June 30, 2025 SI,965,949
June 30, 2006 S3,067,001 June 30, 2026 $1,874,842
June 30, 2007 $3,030,947 June 30, 2027 SI,779,181
June 30, 2008 $2,993,091 June 30, 2028 Sl,678,736
June 30, 2009 S2,953,341 June 30, 2029 $1,573,268
June 30, 2010 S2,911,604 June 30, 2030 S 1 ,462,528
June 30, 2011 $2,867,780 June 30, 2031 $1,346,250
June 30, 2012 $2,821,765 June 30, 2032 Sl,224,159
June 30, 2013 S2, 773,449 June 30, 2033 SI,095,962
June 30, 2014 S2,722,718 June 30, 2034 S961,357
June 30, 2015 S2,669,450 June 30, 2035 S820,020
June 30, 2016 S2,613,518 June 30, 2036 S671,617
June 30, 2017 $2,554,790 June 30, 2037 $515,794
June 30, 2018 S2,493,126 June 30, 2038 S352,180
June 30, 2019 $2,428,378 June 30, 2039 $180,385
June 30, 2020 S2,360,393 June 30, 2040 SO.OO
OD~.!A'.?CDOCS"_R IDER'~ 1~15'f\5
October 25. Iii'}')
COUNCIL
REQUEST FOR ACTION
Originating Department
Community Development,
Parks & Recreation
Approved for Agenda
1 0/25/99
~enda Section
Development &
Planning
Item No.
By:
Kirk McDonald, Shari French
By:
8.4
RESOLUTION APPROVING THE COOPER GYM EXPANSION DEVELOPMENT AGREEMENT AND
FACILITY USE AGREEMENT (IMPROVEMENT PROJECT #662)
ACTION REQUESTED
Staff requests that the City Council approve the attached resolution approving the Cooper Gym Expansion
Development Agreement and Facility Use Agreement, which was prepared by the City Attorney. Final
draft copies of each of the Agreements are also enclosed.
POLICY/PAST PRACTICE
The City Council's direction to the staff in the past has been to prepare Development and Facility Use
Agreements that outline the terms and conditions under which the City and School District will participate
in this project.
BACKGROUND
In April, the City Council met with representatives of the School District at a City Council Worksession to
discuss options to add gyms to Cooper High School, after staff had met with District representatives
earlier in the year to discuss community/school district needs and design options. The Council was
favorable toward the proposal and directed that a public hearing be scheduled to consider modifying the
redevelopment and tax increment financing plans to include the Cooper High School property in an area
where tax increment financing (TIF) funds could be utilized for community center and recreational
purposes.
On June 28th, said public hearing was conducted and the Council and EDA approved resolutions
modifying the redevelopment and tax increment financing plans to allow the expenditure of up to $3.25
million on the Cooper gyms expansion project. which also includes the reconstruction of tennis courts on
the site with costs being prorated between the two entities. The approval of the resolutions authorized the
use of TIF funds for the project, but did not commit the City to the project. Prior to a financial commitment,
two additional steps needed to be taken:
1. Approval of the plans and zoning code approval for the expansion. and
2. The appropriate agreements needed to be drafted.
MOTION BY 7]/ft"l,/i0 A_
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TO: (A 0f.o ~I"t / I J~ )
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SECOND BY
00- I -; I
RFA-OOl
Request For Action
Page 2
In July, the plans were reviewed by the Planning Commission and the Commission recommended
approval of the conditional use permit amendment request to the City Council. On August 9th, the City
Council accepted the recommendation from the Commission and approved the plans and the CUP
amendment request. Subsequent to the approval, staff and the City Attorney have been coordinating with
the School District on the appropriate agreements.
One of the issues that the City Council wanted addressed prior to consideration of the Cooper Gyms
Agreement was the Ice Arena Rental Agreement. The School District approved an agreement acceptable
to the City on October 4th, and the City Council approved the agreement on October 11 tho
With all of the above steps being completed, the City Council is now being requested to approve the final
two agreements for the Cooper gyms project. Per the City Attorney's correspondence, the agreements
outline the City/EDA's intent to provide Independent School District No. 281 with a $3,250,000 grant,
primarily for the addition of new gyms at Cooper High School. In consideration for the contribution, the
School District will provide the City with priority use of the gym facilities. The agreements are further
defined by the City Attorney as follows:
DEVELOPMENT AGREEMENT
The Development Agreement sets forth the terms and conditions under which the $3.25 million grant will
be disbursed to the School District during the construction phase of the project. The Development
Agreement indicates that so long as the project is constructed in accordance with the construction
contract and plans approved by the City and the Facility Use Agreement is signed by the School District,
the School District will not be required to repay any portion of the grant. Also, the Development
Agreement limits the City's contribution to no more than $3.25 million and from that amount, the City will
pay for all of its engineering and legal costs, bond issuance costs, concession room equipment costs, and
music equipment and sound system costs which will be incorporated into the project.
FACILITY USE AGREEMENT
The Facility Use Agreement sets forth the City's right to use the expanded gym facility for a 40-year term.
Section 1.03 of the Facility Use Agreement describes how the City will be able to use the facility. The City
will have the primary use of the facility during those times that school is not in session. This will be
primarily on school days from 5:30 p.m. until 6:00 a.m. and at all times on Saturdays, Sundays and
summer vacations. The Facility Use Agreement also sets forth a repayment schedule in Section 5.02 in
the event the School District terminated this agreement prior to the expiration of its 40-year term. The 40-
year term is established by Section 1.02 of the Agreement. This length of time was used in that 40 years
is considered the economic life of the facility for accounting purposes.
The City Attorney and Director of Parks and Recreation will be present at the City Council meeting to
review the Agreements in more detail and answer questions. A representative from the School District will
also be present.
Staff recommends approval of the resolution approving the Agreements.
ATTACHMENTS
Resolution
October 19th City Attorney correspondence
Development Agreement
Facility Use Agreement
10/19/99 19:23 FAX 6124935193
J S & S, ATTORi'ffiYS
-> NEW HOPE CH
f4J 002
GoRDON L.IENSEN*
Wl.WAM G. SWANSON
STEVEN A. SONDRALL
MARTIN P. MALECHA
C. ALDEN PEARSONt
lUUE A. THIu..
OF COUNSEL
LORENSQ.BR~AD
OReal Property Law Specialist
Certified By The
MilllleSOt.'l Scale Bar
AssocWion
tQuaIified ADR Neutrnl
JENSEN SWANSON & SONDRALL, P.A.
Attorneys At Law
8525 EDINBROOK CROSSING, STE. 201
BROOKLYN P ARl:(, MINNESOTA 55443-1999
TELEPHONE (612) 424-8811 . TELEFAX (612) 493-5193
E-:MAIL jss@jsspa.com
October 19, 1999
Kirk McDonald
Community Development Director
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
Re: Cooper Gym Expansion Development Agreement and Facility Use Agreement
Our File No.: 99.11231
Dear Kirk:
Please find enclosed for consideration at the October 25, 1999 Council and EDA meetings
two proposed Resolutions Approving the Cooper Gym Expansion Development Agreement
and Facility Use Agreement. Also enclosed are proposed drafts of each agreement.
As you know, it is the City/EDA's intent to provide the Independent School District No.
281 with a $3,250,000 grant for the expansion of the Cooper High School Gym. It is my
understanding these dollars will come from the CitylEDA's existing tax increment
financing funds. In consideration for the City's contribution, Independent School District
No. 281 will provide the City with a priority use of the expanded Cooper Gym pursuant
to the terms of the Facility Use Agreement being approved by the enclosed Resolution.
Basically, the Development Agreement sets forth the terms and conditions under which the
$3.25 Million grant will be disbursed to the School District during the construction phase
of the project. The Development Agreement indicates that as long as the project is
constructed in accordance with the construction contract and plans approved by the City
and the Facility Use Agreement is signed by the School District, the School District will
not be required to repay any portion of the grant. Also, the Development Agreement
limits the City's contribution to no more than $3.25 Million and from that amount, the City
will pay for all of its engineering and legal costs, bond issuance costs, concession room
equipment costs, and music equipment and sound system costs which will be incorporated
into the project.
10/19/99 19:23 FAX 6124935193
J S & S. ATTORNEYS
... NEW HOPE CH
i4J 003
October 19, 1999
Page 2
The Facility Use Agreement sets forth the City's right to use the expanded gym facility for a 40 year term.
Section 1.03 of the Facility Use Agreement describes how the City will be able to use the facility.
Basically, the City will have the primary use of the facility during those times that school is not in session.
This will be primarily on school days from 5:30 p.m. until 6:00 a.m. and at all times on Saturdays,
Sundays and summer vacations, The Facility Use Agreement also sets forth a repayment schedule in
Section 5,02 in the event the School District terminated this agreement prior to the expiration of its 40 year
term. The 40 year term is established by Section 1.02 of the Agreement. This length of time was used
in that 40 years is considered the economic life of the facility for accounting purposes.
If you have any questions or comments regarding the Resolution, the enclosed documents or this letter,
please contact me.
Very truly yours,
SCv
Steven A. Sondrall
JENSEN SwANSON &SONDRALL, P.A.
Enclosures
cc: Shari French
Dan Donahue
Valerie Leone
CNHl1231'()1-Klrk Ltr.wpd
RESOLUTION NO. 99- 171
RESOLUTION APPROVING THE
COOPER GYM EXPANSION DEVELOPMENT
AGREEMENT AND FACILITY USE AGREEMENT
BE IT RESOLVED by the City Council of the City of New Hope as follows:
WHEREAS, the Economic Development Authority in and for the City of New Hope
(hereafter "EDA") and the City of New Hope (hereafter "City") both adopted resolutions at their
respective June 28, 1999 meetings approving a 1999 amendment to the master modification to
redevelopment plans and tax increment financing plans initially approved on July 25, 1994, and
WHEREAS, the purpose of the 1999 amendment was to allow for the payment of public
redevelopment costs of the City and EDA for construction of a gym addition/expansion to Cooper
High Schoo110cated at 8230 - 47th A venue North in the City of New Hope with tax increment
revenue to be derived from the EDA's TIF districts, and
WHEREAS, the City and EDA have agreed to contribute an amount not greater than
$3,250,000 to the Independent School District No. 281 (hereafter "ISD 281") for construction by
ISD 281 of a gym expansion at Cooper High School, and
WHEREAS, in consideration for this financial contribution by the City and EDA, ISD 281
will agree to enter into a Cooper Gym Expansion Development Agreement (attached hereto as
Exhibit A) and a Facility Use Agreement (attached hereto as Exhibit B), and
WHEREAS, the Cooper Gym Expansion Development Agreement sets forth the terms and
conditions regarding the manner in which the $3.25 Million TIF fund will be used to construct
the gym expansion project and the Facility Use Agreement sets forth the manner in which the City
will be permitted to use the gym expansion during certain periods when it is not in use for school
purposes, and
WHEREAS, the respective bodies of the City, EDA and ISD 281 have reviewed Exhibits
A and B attached to this Resolution and have determined that the attached exhibits accurately set
forth the understanding and agreements between the respective parties.
NOW, THEREFORE, BE IT RESOLVED:
-1-
1. The City Councilor the City of New Hope hereby approves the Cooper Gym
Expansion Development Agreement and the Facility Use Agreement attached hereto as Exhibits
A and B.
2. That the Mayor and City Manager are hereby authorized and directed to sign the
documents and that the City Manager is hereby authorized and directed to take all necessary steps
to implement the terms and conditions of the Cooper Gym Expansion Development Agreement
and the Facility Use Agreement.
Dated the 25th day of
October
, 199~.
/X/-t~
W. Peter Enck, Mayor
Attest:
~~7~
Valerie Leone, City Clerk
P:\AUOrn:y\Cnh Rtsolutions\Rcso. Cooper Gym Appro,'a.l.v.pd
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COOPER GYM EXPANSION
DEVELOPMENT AGREEMENT
THIS AGREEMENT is made and entered into on , 1999, by and between
INDEPENDENT SCHOOL DISTRICT NO. 281, an independent school district created and
existing under the laws of the State of Minnesota (hereinafter referred to as "ISD 281 "), with its
principal place of business located at Education Service Center, 4148 Winnetka A venue North, Nev".
Hope, MN 55427-1288, the CITY OF NEW HOPE, a Minnesota Municipal Corporation
(hereinafter referred to as "City") and the ECONOMIC DEVELOPMENT AUTHORITY in and
for the City of New Hope, a Minnesota municipal corporation (hereinafter referred to as "EDA")
with their principal place of business located at4401 Xylon Avenue North, New Hope, MN 55428.
RECIT ALS
WHEREAS, the EDA and the City both adopted resolutions at their respective June 28, 1999
meetings approving a 1999 amendment to the Master Modification To Redevelopment Plans and
Tax Increment Financing Plans initially approved on July 25, 1994; and
WHEREAS, the purpose of the 1999 amendment is to allow for the payment of public
redevelopment costs of the City and EDA for construction of a gym addition/expansion to Cooper
High School located at 8230 - 47th Avenue North in the City of New Hope with tax increment
revenue to be derived from the EDA' s TIF Districts; and
WHEREAS, the City and EDA have agreed to contribute an amount not greater than
$3,250,000.00 to ISD 281 for construction by ISD 281 of a gym expansion and tennis court
addition at Cooper High School in accoldaJ.i.Gc v\ith . to!!ether with certain related site
improvement and other work (collectivelv. the "Project"). all as more fullv described and set
forth in the plans and specifications attached hereto as Exhibit A (together with any and all exhibits,
amendments, modifications and change orders thereto, collectively referred to herein as the "Plans");
and
WHEREAS, in consideration for this financial contribution by the City and EDA, ISD 281
agrees to enter into a Facility Use Agreement with the City, in the form attached as Exhibit B (the
"Facility Use Agreement") permitting the City to have primary use of the gym expansion during
certain periods when the gym expansion is not in use for school purposes as set forth in the Facility
Use Agreement; and
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(: / I .' if
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\VHEREAS, in further consideration for the City's and EDA's financial contribution, ISD
281 agrees to use the funds and construct the gym addition/expansion in accordance with the terms
and conditions of this Cooper Gym Expansion Development Agreement.
ARTICLE I
Definitions
Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have
the meanings set out respectively after each (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
(a) "Advance" - In each instance, an advance made orto be made by the City and/or EDA
to ISD 281 pursuant to Article II hereof.
(b) "Architect" - Wold Architects and Engineers, which will administer the Construction
Contract Documents.
(c) "Completion Date" - June 1,2001 (unless ISD 281 shall extend such date in \VTiting,
then the Completion Date shall be such later date), being the date of required completion of the
Project.
(d) "Construction Contract" - The construction contract to be entered into between
ISD 281 and the General Contractor regarding the construction of the Project.
(e) "Construction Contract Documents" - The document or documents, including 'without
limitation the Construction Contract and the Plans, which, together with any and all exhibits,
amendments, modifications and change orders thereto, collectively form the contract or contracts
between ISD 281 and the General Contractor concerning construction and/or rehabilitation of the
Project.
(f) "Contribution Amount" - This term shall have the meaning ascribed to it in
Section 2.01 below.
(g) "Draw Requisition" - The draw requisition, in the form attached hereto as Exhibit C,
which is to be submitted to the City when an Advance is requested, and which is referred to in
Section 2.02 hereof.
(h) "En2'ineer" - KARGES-FAULCONBRIDGE, INC.. a Minnesota corporation.
ill "Event of Default (Citv/EDA )" - One of the events of default specified in Section
6.0 I (b) hereof.
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wID "Event of Default (ISD 281 )" - One of the events of default specified in Section
6.01(a) hereof.
wOO "Facility Use AQreement" - This term shall have the meaning ascribed to it in the
Recitals above.
Will "General Contractor" - The person or entity selected by ISD 281 to serve as the
general contractor for the Project.
ffl(m) "Inspectim! Official" - The City Building Official or City Engineer, Bonestroo,
Rosene, Anderlik & Associates.
tm7fn} "Plans" - This term shall have the meaning ascribed to it in the Recitals above.
en) 'T!oject" - Thc cxpansion oftllc COOPC! IIigh School G) 111 alid SUll oWldilig athletic fidds
as dCSClibcd in the rlallS.:(Q} "Proiect" - This term shall have the meanin~ ascribed to it in the
Recitals above.
toJuu "Real Estate" - The land upon which the Project is located, described on Exhibit D
attached hereto, commonly known as Cooper High School located in the City of New Hope.
fp)!gl "Subcontractor" - Any person, other than the General Contractor, who shall be
engaged to work on, or to furnish materials and supplies for, the Project.
ARTICLE II
Commitment to Make Contribution
Section 2.01 City Contribution/Cost Sharing. The City and EDA agree, subject to the
conditions hereinafter set forth, to contribute to ISD 281 in an aggregate principal amount not to
exceed Three Million Two Hundred Fifty Thousand ($3,250,000.00) (the "Contribution Amount")
for construction of the Project. ISD 281 shall not be obligated to repay the City or EDA any portion
of this contribution if the Project is completed substantially in accordance with the Plans and the
Facility Use Agreement is entered into by the parties, subiect onlv to the obli~ation ofISD 281 to
pav the Termination Fee in the event of anv termination of the Facility Use A!!reement in
accordance with Section 5.0Ub) thereof. The total construction cost for the Project is estimated
at $ . The parties will share the Project costs as set forth in the Project Cost
Sharing Schedule attached hereto as Exhibit E. Not withstanding this agreement to share
construction costs, in no event will the City be required to contribute more than the Contribution
Amount to the cost for the Project. ISD 281 also acknowledges and agrees that the City's costs for
those items described in Section 2.01(a) below will be paid from and included as part of the
Contribution Amount. ISD 281 further acknowledges and agrees that the costs of ISD 281 for
P:\AllOrnc,"'-SAS\Oocumenu'.coopc:t G,-m E.'q)anSlon Oe\"C.lopment Agl'ttm:nl1
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3
purchase of equipment described in Section 2.01 (b) below shall not be paid from the Contribution
Amount. The net effect of this cost sharing provision is that the entire Contribution Amount will
not be available to ISD 281 solely for construction costs, but will additionally include those costs
described in Section 2.01(a) below.
(a) Citv's Costs. ISD 281 acknowledges and agrees the City intends to sell bonds to
finance the Contribution Amount. ISD 281 further acknowledges and agrees the City intends to
make equipment purchases for (i) the concession room to be constructed as part of the Project, and
(ii) a music/sound system to be installed as part of the Project. As herein agreed, these costs will be
paid from the Contribution Amount. The City's costs to be funded from the Contribution Amount
are estimated as follows:
(i) general engineering and legal costs - $25,000.00
(ii) bond issuance costs - $75,000.00 (including consultant and bond attorney fees)
(iii) all concession room equipment (coolers, freezers, cookers, pop machine, etc.)
-$10,000.00
(iv) music equipment/sound system - $5,000.00
The parties agree the referenced costs are estimated and that the actual costs incurred by the City v.ill
be controlling to determine the remaining Contribution Amount available to ISD 281 for
construction costs.
(b) ISD 281 Excluded Costs. ISD 281 further acknowledges and agrees that its costs for
the following items will not be funded from the Contribution Amount:
(i) V olleyball standards and nets
(ii) All tennis nets, wind screens, poles, flags and bleachers for tennis courts
(iii) All equipment needed for the ball fields including but not limited to bleachers and
scoreboards
Section 2.02 Draw Requisitions. Whenever ISD 281 requires an advance hereunder, which
shall be no more often than monthly, ISD 281 shall submit to the City a Draw Requisition, duly
completed and executed on behalf of the ISD 281, setting forth the information requested therein.
Each Draw Requisition shall be certified as true and accurate by the Architect relative to the
percentage of work completed on which payment is requested. Each Draw Requisition with respect
to construction items shall be limited to amounts equal to (i) the amount of work actually completed,
plus (ii) the value of materials and equipment not incorporated in the Project but delivered and
suitably stored on or off the Project site in a manner reasonably acceptable to City, less (iii) any
P~\Atlomey\S^S"Documenu\Cooper cr.m E..'CpaJ'Ulon Dc-.-elopmc:nl Agreementl
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retainage required under the Construction Contract (in an amount not less than five percent (5%) of
the contract amount, or portion thereof (except as to Dra\v Requisitions to fund the retainage in
accordance with the Construction Contract)), and (iv) less prior Advances, to the extent such prior
Advances consisted of prepayments of any of the foregoing.
At the time of submission of each Draw Requisition, ISD 281 shall submit to the City the
following:
(a) A waiver of mechanic's lien and/or materialman's lien, executed by the General
Contractor in the amount of the lienable costs of the Project payable from the requested advance,
together with a waiver of mechanic's lien and/or materialman's lien, executed by each Subcontractor,
to which any portion of the immediately preceding Advance ("Prior Advance"), if any, was paid,
covering liens for all work done and materials supplied for which disbursement \vas made from the
Prior Advance, in the form reasonably required by the City.
(b) Such other supporting evidence as may be reasonably requested by the City to
substantiate all payments which are to be made out of the relevant Draw Requisition and/or to
substantiate all payments then made with respect to the Project.
(c) Satisfactory evidence that all work then requiring inspection by municipal or other
governmental authorities having jurisdiction has been duly inspected and approved by such
jurisdiction, and that all then required certificates of occupancy and other approvals by municipal
or other governmental authorities having jurisdiction have been issued.
If on the date an Advance is desired, ISD 281 has performed all of its agreements and
complied with all requirements therefore to be performed or complied with hereunder, and the
Inspecting Official approves the relevant Draw Requisition, which approval shall not be
unreasonably withheld, the City shall disburse such funds directly to ISD 281 on such date. If the
Inspecting Official does not so approve the Draw Requisition, the Draw Requisition shall
nevertheless be deemed approved in the event the City fails to notify ISD 281 in \VTiting of the
reason for such disapproval within five (5) business days of either the City's receipt of the Draw
Requisition.
Section 2.03 City Inspections. City shall have the right but not the obligation, and solely
for its own protection, to make such inspections of the improvements as it deems advisable. ISD 281
acknowledges that it does not and shall not reply upon any inspections which City may make
pursuant hereto. City and its agents, inspectors, and employees may enter upon the Real Estate at
any reasonable time to inspect the progress of construction. City is not responsible for seeing that
the improvements are constructed in accordance with the Plans, that the improvements contemplated
under the Construction Contract Documents will be completed, that sufficient funds will be available
for completion, or that the design, engineering details, or architectural features are adequate or
appropriate. City shall also not be required to provide architectural supervision of construction or
any services related to construction quality control or judgment. All inspections by, or on behalf of,
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the City in accordance with this Section 2.03 shall be at the City's sole cost and expense, payment
for which shall be in addition to, and not as part of, the amount of the Contribution Amount.
Section 2.04 Advances Without Receipt of Draw Requisition. Notwithstanding any1hing
herein to the contrary, the City shall have the irrevocable right at any time and from time to time, to
apply funds which it agrees to advance hereunder to pay any and all of the expenses referred to in
Section 7.04 hereof, all without receipt of a Draw Requisition for funds from ISD 281.
ARTICLE III
Conditions of Funding
Section 3.01 Condition Precedent to Anv Advance. The obligation of the City to approve
Advances hereunder shall be subject to the condition precedent that it shall have received the
following on or before the date of the initial draw request:
(a) The Plans.
(b) A copy of the fully executed Construction Contract Documents, with such contracts
being reasonably acceptable to the City.
(c) A sworn construction statement duly executed on behalf of ISD 281, in form and
substance reasonably satisfactory to the City, showing all incurred and anticipated costs and expenses
for construction of the Proj ect.
(d)
obtained.
Evidence reasonably satisfactory to the City that all then required permits have been
( e) Copies of, or binders for the delivery of, or certificates evidencing, the policy of fire
and extended coverage and comprehensive general liability insurance required under Section 5.0 I (c)
hereof, with all such insurance in full force and effect.
(f) The Facility Use Agreement duly executed by ISD 281.
(g) Any and all such other documents and agreements which City deems reasonably
necessary to establish that there are sufficient additional funds, after giving effect to the City's
Advance and in addition to the remainder of the Contribution Amount, to pay for the unfunded
portion of the work remaining to be performed under the Construction Contract Documents.
Section 3.02 Further Conditions Precedent to Anv Advance. The obligation of the City to
make any Advance hereunder shall also be subject to the following conditions precedent:
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(a) No Event of Default (ISD 281) hereunder, or event which \vould constitute such an
Event of Default (rSD 281) but for the requirement that notice be given or that a period of grace or
time elapse, shall have occurred and be continuing.
ARTICLE IV
Representations and Warranties
Section 4.01 Representations and Warranties ofISD 281. rSD 281 represents and warrants
as follows:
(a) The execution of this Agreement, the Facility Use Agreement and any and all other
documents referred to herein to which ISD 281 is a party, are within the powers of ISD 281 and do
not violate any provision of law to which ISD 281 is subject.
(b) This Agreement, the Facility Use Agreement and any and all other documents referred
to herein to which rSD 281 is a party, are the legal, valid and binding obligations of ISD 281
enforceable against rSD 281 in accordance with their respective terms.
(c) rSD 281 has title to the Real Estate.
(d) The Project will be constructed substantially in accordance with the Construction
Contract Documents, will be constructed entirely on the Real Estate, and will not encroach upon or
overhang any easement right-of-way of land not constituting part of the Real Estate.
(e) The Project and the contemplated use thereof, both during construction and at the
time of completion, will not violate any applicable zoning or use statute, ordinance, building code,
rule or regulation, or any covenant or agreement of record.
(f) rSD 281 agrees that it will furnish from time to time such satisfactory evidence
regarding the representations and warranties described herein as may be required by the City.
Section 4.02 Representations and Warranties of the City and EDA. The City and EDA do
each represent and warrant as follows:
(a) The execution of this Agreement, the Facility Use Agreement and any and all other
documents referred to herein to which either or both the City and EDA are a party, are within the
powers of the City and EDA and do not violate any provision oflaw to which either or both the City
and EDA are subject.
(b) This Agreement, the Facility Use Agreement and any and all other documents referred
to herein to which either or both the City and EDA are a party, are the legal, valid and binding
obligations of the City and EDA, as applicable, enforceable against the City and EDA, as applicable,
in accordance with their respective terms.
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ARTICLE V
Additional Covenants
Section 5.01 Covenants ofISD 281. ISD 281 agrees that:
(a) ISD 281 \vill cause construction of the Project to commence, and thereafter will cause
the Contractor or Contractors to diligently proceed with construction of the Project according to the
Construction Contract Documents, so that the Project can be completed by the Completion Date.
ISD 281 further agrees to provide all funds required over and above the Contribution Amount to the
extent such additional funds should be necessary to complete the construction of the Project.
(b) ISD 281 will comply with the Uniform Municipal Contracting La\v, as enacted in the
State of Minnesota, in letting contracts and expending public funds on this project. Also ISD 281
will require the General Contractor to comply v.ith all rules, regulations, ordinances and laws bearing
on its conduct of work on the Project.
(c) ISD 281 will provide and maintain at all times during the process of building the
Project, and, from time to time at the request of the City, furnish the City with proof of payment of
premiums on, the following insurance:
(i) fire and extended coverage, in an amount equal to the lesser of the
aggregate amount of the City's Advances or the full insurable value of the Project,
with the City named as loss payee, and to include an overlap endorsement or rider
covering the risk of any rehabilitation work;
(ii) comprehensive general liability insurance, including the City as a
named insured, with limits against bodily injury and property damage in an amount
greater than or equal to the limits ISD 281's statutory immunity under Minnesota law;
The policies of insurance required pursuant to Sections 5.01 (c )(i) and (ii) hereinabove (A) shall be
in form and content reasonably satisfactory to the City, and (B) shall be placed with financially sound
and reputable insurers licensed to transact business in the State of Minnesota. The policy of
insurance delivered pursuant to Section 5.01 (c) (i) hereinabove shall contain an agreement of the
insurer to give not less than ten (10) days advance written notice to the Cit.y in the event of
cancellation of such policy or change affecting the coverage thereunder.
(d) ISD 281 will cause the General Contractor to maintain at all times during the process
of building the Project, and, from time to time at the request of the City, cause the General
Contractor to furnish the City with proof of payment of premiums on, the following insurance:
(i) comprehensive general liability insurance, including the City and
ISD 281 as a named insured, with limits (i) against bodily injury of not less than
$1,000,000, and (ii) against property damage of not less than $250,000 (to
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8
accomplish the above-required limits, an umbrella excess liability policy may be
used); and
(ii) workmen's compensation insurance, with statutory coverage.
The policy of insurance required pursuant to Section 5.01 (d)(i) hereinabove (A) shall be in form and
content reasonably satisfactory to the City, and (B) shall be placed with a financially sound and
reputable insurer licensed to transact business in the State of Minnesota. Acceptance by the City of
an insurance policy delivered pursuant to Section 5.01 (d)(i) hereinabove shall not bar ISD 281 from
requiring additional insurance which it reasonably deems necessary.
(e) ISD 281 will permit the City, acting by and through its officers, employees and
agents, to examine all books, records, contracts, plans, drawings, permits, bills and statements of
account pertaining to the Project and to make extracts therefrom and copies thereof.
(f) ISD 281 will furnish to the City, as soon as possible and in any event within ten (10)
days after ISD 281 has obtained actual knowledge thereof, written notice of the occurrence of each
Event of Default (ISD 281), or each event which with the giving of notice or lapse of time or both
would constitute an Event of Default (ISD 281), which is continuing on the date of such statement,
the statement of ISD 281 setting forth details of such Event of Default (ISD 281) or event and the
action which ISD 281 proposes to take with respect thereto.
(g) ISD 281 agrees that, without the prior written consent of the City, it will not agree
or consent to any material changes in the Construction Contract Documents, or to any change orders
thereto, individually exceeding $25,000.00 without the consent of City, which consent \-vill not be
unreasonably withheld. Any change orders not exceeding $25,000.00, approved without the prior
consent of the City will be presented to the City for review as soon as practicable after its approval
by ISD 281; provided, however, the City shall have no right to object to the form or content thereof.
Section 5.02 Covenants of the City and EDA. The City and EDA agree that:
(a) The City and EDA will furnish to ISD 281, as soon as possible and in any event
within ten (10) days after either or both the City and EDA have obtained actual knov,rledge thereof,
written notice of the occurrence of each Event of Default (CityIEDA), or each event which with the
giving of notice or lapse of time or both would constitute an Event of Default (CityIEDA), which
is continuing on the date of such statement, the statement of the City and EDA setting forth details
of such Event of Default (CityIEDA) or event and the action which the City and EDA propose to
take with respect thereto.
P:lAttomeyISASl.Oocumenu\Coopr:r Gym E.~lon Oe\'clopmenl Agn::ement.:!
October 11, J 999
9
ARTICLE VI
Events of Default and Rights and Remedies
Section 6.01 Events of Default.
281):
(a) ISD 281 Events of Default. The following shall constitute Events of Default (ISD
(i) ISD 281 shall fail to duly observe or perform any of the material terms,
conditions, covenants, or agreements required to be observed or performed by ISD 281 hereunder,
and such failure shall continue uninterrupted and without cure for a period ofthirry (30) days after
delivery of written notice of default to ISD 281.
(ii) Any representation or warranty made by ISD 281 herein, or in any financial
statement, certificate, report or Draw Requisition furnished pursuant to this Agreement, or in order
to induce the City to approve any Advance hereunder, shall prove to have been untrue in any material
respect or materially misleading as of the time such representation or warranty was made.
(iii) The Project is materially damaged or destroyed by fire or other casualty and
the loss, in the reasonable judgment of the City, is not adequately covered by insurance actually
collected or in the process of collection.
(iv) The construction of the Project is abandoned, or shall be unreasonably delayed
beyond the Completion Date (subject to such extensions as may be permitted in accordance with the
Construction Contract Documents), or shall be discontinued for a period of twenty (20) consecutive
calendar days, in each instance for reasons other than acts of God, fire, storm, strikes, blackouts,
labor difficulties, riots, inability to obtain materials, equipment or labor, governmental restrictions
or any similar cause over which ISD 281 is unable to exercise control.
(v) The Project is not substantially completed in accordance \vith the Plans or
Construction Contract Documents.
(b) Citv/EDA Events of Default. The following shall constitute Events of Default
(City/EDA):
(i) Either or both the City and the EDA shall fail to duly observe or perform any
of the material terms, conditions, covenants, or agreements required to be observed or performed by
either or both the City and the EDA hereunder, and such failure shall continue uninterrupted and
without cure for a period of thirty (30) days after delivery of VvTitten notice of default to the City and
the EDA.
(ii) Any representation or warranty made by the City or EDA herein, or in any
financial statement, certificate, or report furnished pursuant to this Agreement shall prove to have
P:\Altome:'o\SASDocume-nu\Cooper ~tn E.~on De\-eloprnenl A~nl1
Oc1ober :1. 1999
10
been untrue in any material respect or materially misleading as of the time such representation or
warranty was made
Section 6.02 Ri2:hts and Remedies.
(a) Ri2:hts and Remedies Upon Event of Default (lSD 281) . Upon the occurrence of an
Event of Default (ISD 281) and at any time thereafter until such Event of Default (ISD 281) is cured
to the reasonable satisfaction of the City, the City may, at its option, exercise any and all of the
following rights and remedies, along with any other rights and remedies available to it:
(i) The City may, by notice in \\Titing to ISD 281, refrain from approving
Advances hereunder (but City may make Advances after the occurrence of an Event of Default
without thereby waiving its rights and remedies hereunder), or terminate this Agreement; and
(ii) The City shall be entitled to recovery of reasonable costs of collection and
enforcement of this Agreement, including without limitation reasonable attorneys' fees.
(b) Ri2:hts and Remedies Upon Event of Default (Citv/EDA) . Upon the occurrence of
an Event of Default (City/EDA) and at any time thereafter until such Event of Default (City/EDA)
is cured to the reasonable satisfaction of ISD 281, ISD 281 may, at its option, exercise any and all
of the rights and remedies available to ISD 281 under applicable law, including without limitation
the following:
(i) ISD 281 shall be entitled to terminate either or both this Agreement and the
Facility Use Agreement; and
(ii) ISD 281 shall be entitled to recovery of reasonable costs of collection and
enforcement of this Agreement, including without limitation reasonable attorneys' fees.
ARTICLE VII
Miscellaneous
Section 7.01 Inspections. ISD 281, Architect and the Alchitect Emdneer, shall be
responsible for making inspections of the Project during the course of construction, and shall
determine to their own satisfaction that the work done or materials supplied by the General
Contractor and Subcontractors to whom payment is to be made out of each Advance has been
properly done or supplied in accordance with the applicable contracts with such General Contractor
and Subcontractors. If any work done or materials supplied by the General Contractor or a
Subcontractor are not reasonably satisfactory to ISD 281 aILcL'OL,1 the Architect and/or the En2ineer,
or if the General Contractor or a Subcontractor does not materially comply with the Construction
Contract Documents in any material respect, ISD 281 \\-ill, upon discovery thereof, promptly notify
the City in writing of such fact. It is expressly understood and agreed that the City and its Inspecting
Official may, at the City's sole cost and expense (and without reduction of the amount of the
P:\A.uo~-\SASDo:x:umenU\Cooper Gym E.q=anslon Oc\"C:lopmenl Agro:mentl
O::1ober21.lm
11
Contribution Amount), conduct such inspections of the Project as either may deem necessary for the
protection of the City's interest, and that any inspections which may be made of the Project by the
City or the Inspecting Official are made, and all certificates issued by the Inspecting Official will be
issued, solely for the benefit and protection of the City, and that ISD 281 \vill not rely thereon.
Section 7.02 Indemnification.
(a) Indemnification bv ISD 281. ISD 281 shall bear all loss, expense (including attorney's
fees) and damage in connection with, and agrees to indemnifY and hold harmless the City, its agents,
servants and employees from all claims, demands andjudgments made or recovered against the City,
its agents, servants and employees, because of bodily injuries, including death at any time resulting
therefrom, and/or because of damages to property of the City or others (including loss of use) from
any cause whatsoever, arising out of. incidental to, or in connection with the construction of the
Project, whether or not due to any act of omission or commission, including gross negligence, breach
of statutory duty or willful misconduct ofISD 281, the General Contractor or any Subcontractor, or
its or their employees, servants or agents, excluding, however, any claims, demands or judgments
due to acts of omission or commission of the City, its employees, servants or agents. The obligation
ofISD 281 under this Section 7.02(a) shall survive completion of the Project.
(b) Indemnification bv Citv/EDA. The City and EDA shall bear all loss, expense
(including attorney's fees) and damage in connection with, and agrees to indemnifY and hold
harmless ISD 281, its agents, servants and employees from all claims, demands andjudgments made
or recovered against ISD 281, its agents, servants and employees, because of bodily injuries,
including death at any time resulting therefrom, and/or because of damages to property of ISD 281
or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in
connection with any act of omission or commission, including gross negligence, breach of statutory
duty or willful misconduct of the City or EDA, or its or their employees, servants or agents,
excluding, however, any claims, demands or judgments due to acts of omission or commission of
ISD 281, its employees, servants or agents. The obligation of the City and EDA under this
Section 7.02(b) shall survive completion of the Project.
(c) Limitations on Indemnity. Notwithstanding Sections 7.02(a) and 7.02(b) of this
Agreement, ISD 281, the City and EDA shall, and do hereby, release each other from all claims,
demands, liabilities, judgments and expenses to the extent subject to and in excess of each party's
limits of statutory immunity under Minnesota law, or to the extent othef\vise covered, or required
under this Agreement to be covered, by insurance.
Section 7.03 Title to Proiect. Notwithstanding anything to the contrary in this Agreement
or otherwise, and except only as otherwise provided in the Facility Use Agreement. title to the
Project, together with any and all rights and interests, legal, equitable or otherwise, therein, shall at
all times be vested solely with, in and to ISD 281.
P'\Allome:-.ISAS.DocumetlLS'.Cooper G~m E'\panslon ~c:lopmenl Agtt::menl1
October 11. 199~
12
Section 7.04 Fees. Whether or not any Advance shall be made hereunder, ISD 281 agrees
to pay all fees including inspection fees, appraisal fees, survey fees, recording fees, license and
permit fees and title insurance and other insurance premiums relating to the Project, all of which
fees, costs and expenses shall be subject to prorata reimbursement from the Contribution Amount.
Section 7.05 Addresses for Notices. All notices to be given by either party to the other
hereunder shall be in writing and deemed to have been given \vhen delivered personally or when
deposited in the United States Mail, registered or certified postage prepaid, addressed as follows:
To ISD 281 at:
Thomas H. Walerius
Independent School District 281
Education Service Center
4148 Winnetka Avenue North
New Hope, MN 55427-1288
To the City and
EDA at:
Daniel J. Donahue, City Manager
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
or addressed to such party at such other address as such party shall hereafter furnish by notice to the
other party.
Section 7.06 Termination ofthis A2:reement. The obligations ofISD 281 all parties under
this Agreement, but not under the Facility Use Agreement or any other agreement(s) attached hereto
or incorporated herein by reference, shall cease upon (i) payment bv City of the Contribution
Amount in accordance with this A!:!reement. and (ii) City's certification that the construction of
the Project has been completed in accordance with the Plans and Construction Contract Documents.
Section 7.07 Time of Essence. Time is of the essence in the performance of this
Agreement.
Section 7.08 Bindin2: Effect and Assi2:nment. This Agreement shall be binding upon and
inure to the benefit of ISD 281 and the City and their respective successors and assigns.
Section 7.09 Waivers. No waiver by the City or ISD 281 of any default hereunder shall
operate as a waiver of any other default or of the same default on a future occasion. No delay on the
part of the City or ISD 28 I in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy preclude other or further
exercise thereof or the exercise of any other right or remedy.
P.\Alto~\S^S"'Doc\lmenLS',Cooper ~m a'tp3twon lk\-elopmenl Ag;n:ement:
October 2. L J 999
13
Section 7.1 0 Remedies Cumulative. The rights and remedies herein specified of each of
the City and ISD 281 are cumulative and not exclusive of any rights or remedies \vhich either or both
the City and ISD 281 would otherwise have.
Section 7.11 Governing Law and Entire Agreement. This Agreement shall be governed
by the laws of the State of Minnesota. This Agreement contains the entire agreement of the parties
on the matters covered herein. No other agreement, statement or promise made by any party or by
any employee, officer, or agent of any party that is not in writing and signed by all the parties to this
Agreement shall be binding.
Section 7.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original, but such
counterparts shall together constitute one and the same instrument.
IN \VITNESS \VHEREOF, the parties hereto have executed this Agreement, or caused it
to be executed by their duly authorized officers or partners, as of the date first above v.TItten. -
CITY OF NE\V HOPE
INDEPENDENT SCHOOL DISTRICT
No. 281
Bv
"
Its Mayor
By
Its
By
Its City Manager
By
Its
ECONOMIC DEVELOPMENT
AUTHORITY in and for the City of New Hope
By
Its President
By
Its Executive Director
P:'.AUO~\SAS'.DocumenlS'.Cooper G~m E..'l:pamlon O<:\-c:Jopment Agre:mentl
October 21. 1~
14
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing was acknowledged before me this day of
1999, by W. Peter Enck and Daniel 1. Donahue, the Mayor and City Manager, respectively, of the
City of New Hope, a Minnesota municipal corporation, on behalf of said municipal corporation.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing was acknowledged before me this day of , 1999
by W. Peter Enck and Daniel 1. Donahue, the President and Executive Director, respectively, of the
Economic Development Authority in and for the City of New Hope, a Minnesota municipal
corporation, on behalf of said corporation.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
by
The foregoing was acknowledged before me this
and
respectively, of Independent
, on behalf of said
day of ,1999
the and
School District 281, a Minnesota
Notary Public
P:\AIIO~'\SAS\DccUmenlS\Coopet ~m E..-"tJ:lOUWon Development Agn::ement.2
Octo/::cr Z I. 1999
15
EXHIBIT "A"
Plans
[To be provided by City, EDA and ISD 281J
P:WIOmcr'SA.S\Docume:nu\ClX7pef Gym .E.~n Oe-.-e:lopmau Agxu:rnent.2
Octcb:r 21. 1999
P:1Anomc:,'SAS\Documenu\c~ Gym E.""""". o..-elopmen, ^""""""ll
October 21. 1999
EXHIBIT "B"
Form of Facility Use A~reement
[To be attached]
P:\AUotne)\SAS\Oc,,,",,,,,.\Coopo:< G)... E........... o",'Clopme:u Ar=m=ul
Oaober 21. 1999
EXHIBIT "C"
Form of Draw Requisition
[To be provided by City and EDA]
P:I.Anom=y\SA.S\Doaunents\Coope.r G,-m E..'tpa.lWon OC'".-elopmettl Aa:n=mena
~ 21. 1999
EXHIBIT "D"
Le~al Description of Real Estate
[To be provided by ISD 281]
EXHIBIT "E"
FOl.m of Proiect Cost Sharin~ Schedule
[To be plo~idc.d b, Cit), r::DA and ISD 281] The foUowill!! table provides an allocation
of Proiect-related costs as between the City and ISD 281:
PERCENT AGE OF
RESPONSIBILITY
DESCRIPTION OF WORK CITyl ISD 2812
Site Improvement:
. Construction. Parkin!! and Draina!!e, 100% 0%
-
Perimeter Walks. Plantin!!s alon!! 47th
Avenue, Utilities (Sanitarv Sewer,
Storm Sewer. Water and Gas). and
Related Work
. Accessible Route to Ballfields. and 30% 70%
Related Work
Buildin!! Construction:
. Gvmnasium Facilitv (Inclusive of Code 100% 0%
Up!!rades). and Related Work
Tennis Court Construction:
. Construction of 7 Tennis Courts. and 30% 70%
Related Work
IThe City's percentage of responsibility is as shown in this table subject only to the
requirement that the City's aggregate percentage of responsibility for the entire Project shall in no
event exceed the Contribution Amount.
2ISD 281's percentage of responsibility is subject to increase for any Projected-related
costs, normally allocable to the City in accordance with the City's percentage of responsibility as
set forth in this table, which exceed the Contribution Amount.
P;Wlorne;.'\SAS\Documents~Cooper G)m E.'qWUion D:..-eJopment Aueerncna
October 21. 1999
. Expanded Fencin2'. Screen Plantin2'. 30% 70%
-
Access Paths and Draina2'e. and
Related Work
P:\Aflorne,:'\SAS\.Ooc;umenU\Coop::r O)m E.'tpUWon Ot:\dopmeru Agrttmctu2
October 21. I 999
------------------ COMP ARlSON OF FOOTNOTES __________________
uirement
onsibilitv for the entire Pro' ect shall in no event
ercentaue of res onsibiIitv as set
------------------ COMP ARlSON OF FOOTERS __________________
-FOOTER 1-
::ODMA\PCDOCS\RIDER\438230B ~
October + 19,1999
P:\A[tO~\SAS\Docu.menu\Cooper ~m E.~on Oe\"dopmem Agro::menL1
Oc1ol>er 2 I. 1999
FACILITY USE AGREEMENT
AGREEMENT made this4C: day of (0 r2/t , 1999 by and between the CITY OF
NE'W HOPE a Minnesota municipal corporation (hereinafter the "City"), and INDEPENDENT
SCHOOL DISTRICT NO. 281, an independent school district created and existing under the laws
of the State of Mirmesota (hereinafter "ISD 281").
RECIT ALS
\VHEREAS, ISD 281 is constructing an addition to the existing Cooper High School
gymnasium, on real property legally described on Exhibit A attached hereto, which addition shall
consist of a second fully enclosed gymnasium, concessions room, storage areas, rest rooms and
miscellaneous other amenities, all as more fully described and set forth on that site plan attached
hereto as Exhibit B (the "Site Plan") (such addition, together with all amenities therein, hereafter
referred to as the "Facility");
WHEREAS, the New Hope Economic Development Authority, a Minnesota municipal
corporation ("EDA"), and the City are contributing up to $3,250,000.00 towards the cost of
constructing and equipping the Facility from EDA Tax Increment Financing Funds (the actual
amount of such contribution hereinafter referred to as the "Contribution Amount");
\VHEREAS, the parties desire to provide for joint use of the Facility;
\VHEREAS, this Agreement sets forth the rights and obligations of the parties relating to the
joint use of the Facility;
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
Joint Use
1.01 Joint Use. The City and ISD 281 shall jointly use the Facility in accordance with the
terms and conditions set forth herein.
1.02 Term. This Agreement shall be for a ten11 offorty (40) years commencing on the date
of substantial completion of the Facility and expiring on June 30, 2040.
OD:"'!A,.?CDOCS\RIDER\~ J S25')\5
October 25. I')')')
1.03 Use and Scheduling. The facility shall be used by the parties as follows:
a.
until 5:30 p.m.
ISD 281 will have primary use of the Facility on school days from 6:00 a.m.
b. The City will have primary use of the Facility on school days from 5:30 p.m.
until 6:00 a.m., and at all times on Saturdays, Sundays, Summer vacation and any other day that
school is not in session.
c. Each party may schedule gym time during the other party's primary use, with
the primary party's consent which may not be unreasonably withheld if time is available.
d. The City will supervise the Facility when it has primary use of the Facility
and shall hire and pay any building attendant necessary to perform such supervision. Supervision
shall not include maintenance or cleaning which shall be the responsibility of the ISD 281 per
Section 2.02 of this Agreement. City supervision shall only mean supervision of the activity that
is being conducted by, on behalf of, or is the responsibility of the City when the Facility is under
City use (the "Principal Activity"), together with supervision of any and all uses or activities
associated v'lith, or related to, such Principal Activity, including without limitation supervision of
such interior or exterior common areas and parking areas as may be used by employees or invitees
of the City in cOlmection with such Principal Activity. How'ever, the City will be responsible for
cleaning the concession room area and equipment after each use by the City. Ho\vever, ISD 281 will
clean the floors, walls and ceiling of the concession room area as part of general routine cleaning of
the facility. Also, ISD 281 will dispose of all garbage from use of the concession room area on
condition it is properly bagged and placed in a designated area for disposal as determined by ISD
281.
e. The City will have reasonable access to the Facility during its primary use
time.
f. ISD 281 will permit the City, and its employees, agents and invitees to use
the internal roadway system and school parking lot for access to the Facility, and the school parking
lot for parking purposes, subject to ISD 281' s reasonable rules and regulations.
g. The City will have the exclusive use of the west storage space and the
concession room/area as shown on the Site Plan. ISD 281 agrees it will not be permitted use ofthese
areas without the written consent of the City.
h. The City and ISD 281 shall meet at least annually to review the Facility use
schedule.
1.04 Alcohol and Tobacco Policv. The Facility shall be treated as "school ground" as
contemplated by the alcohol control provisions ofMilm. Stat. ~ 624.701; that ISD 281's alcohol and
OD\IA.?CDOCS\RID ER'.n :C,)'r5
O<.:ld".::r15.1'J')')
2
tobacco policies and regulations, and any additions or amendments thereto, shall apply to the
Facility; that the area should be appropriately posted; ai1d that the City shall withhold access from
groups for alcohol or tobacco violations.
ARTICLE II
Ownership and Maintenance of Facility
2.01 Ownership. ISD 281 is the owner of the Facility, subject to the rights and obligations
of the parties set forth in this Agreement.
2.02 Maintenance and Upkeep. ISD 281 will be responsible for all maintenance, repairs,
replacement and upkeep of the Facility necessary to keep the Facility in good repair and clean
condition. However, the City acknowledges and agrees it will be responsible for all maintenance,
repair and cleaning of the concession room/area and equipment after each event, referred to in
Section 1.03(g) of this Agreement. ISD 281 shall only be required to clean, repair and maintain the
general structure of the concession room/area including the floor, \valls, ceiling, plumbing, heating
and electrical to the concession room/area including the general cleaning referred to in Section
1.03(g) of this Agreement.
2.03 Operating Cost and Utilities. The School District will be responsible for all operating
costs relating to the Facility, including providing and paying for all electric, heat, phone, water,
sewer, trash removal and other utilities and services. ISD 281 will maintain adequate temperatures
in the Facility during the City's primary use time to allow' comfortable use of the Facility by the
City.
2.04 Insurance. ISD 281 will at its expense insure the Facility, fixtures, furnishings, and
therein against loss or damage by fire and loss or damage by such other risks now or hereafter
embraced by "extended coverage," so called. However, ISD 281 shall not be required to insure the
food service equipment installed by the City in the concession room/area or the sound system
equipment installed in the west storage area. Each party will obtain and maintain during the term
of this Agreement a comprehensive liability insurance policy in at least the amounts specified as to
the extent of liability under :0/Iinn. Stat. 9 466.04. ISD 281 will be named as an additional insured
on the City's policy and the City will be named an individual insured on ISD 281's policy. Each
party shall furnish the other party a certificate of insurance documenting the required coverage.
ARTICLE III
Indemnification
3.01 Indemnification bv ISD 281. ISD 281 hereby indemnifies and holds the City harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the ISD 281's use of the Facility, or from any act permitted. or any omission to act, in
or about the Facility by ISD 281, or its officers, employees, independent contractors, agents, or
invitees, or from any breach or default by ISD 281 of this Agreement except to the extent caused
by the City's gross negligence or willful misconduct. In the event any action or proceeding shall be
00.\ lA?CDOCS.?: DERJ ",\25'):':
O~:ob.:r 25.1')')')
...,
.J
brought against the City by reason of any such claim, ISD 281 shall defend the same at ISD 281 IS
expense by counsel reasonably satisfactory to the City. The provisions of this Section 3.01 shall
survive any termination of this Agreement.
3.02 Indemnification bv Citv. The City hereby indemnifies and holds ISD 281 harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the City's use of the Facility, or from any act permitted, or any omission to act, in or
about the Facility by the City, or its officers, employees, independent contractors, agents, or invitees,
or from any breach or default by the City of this Agreement, except to the extent caused by the ISD
281 IS gross negligence or willful misconduct. In the event any action or proceeding shall be brought
against ISD 281 by reason of any such claim, the City shall defend the same at the City's expense by
counsel reasonably satisfactory to ISD 281. The provisions of this Section 3.02 shall survive any
termination of this Agreement.
ARTICLE IV
Dispute Resolution
4.01 If a dispute develops between the parties regarding interpretation of the rights and
obligations of the parties under this Agreement, such disputes shall be referred to the next
administrative level of the respective bodies who shall attempt to settle the dispute. Such referral
shall continue to succeeding levels of the respective bodies until all administrative levels have been
exhausted; provided, however, all such administrative levels shall be deemed to have been exhausted
in the event such dispute remains unresolved in whole or in part for a period of sixty (60) days from
and after the date of initial occurrence of the dispute. In the case of any dispute \vhich also involves
a material breach authorizing the nonbreaching party to exercise its rights under Section 5.01 of this
Agreement, the nonbreaching party shall be entitled, but not required, to exercise its rights under
Section 5.01 concurrent \vith any exercise of rights under this Section 4.01. If the dispute cannot be
resolved in accordance \vith this Section 4.01, either party may (except to the extent theretofore
exercised under Section 5.01 as hereinabove permitted) then exercise any and all of the rights and
remedies available to such party under applicable law.
ARTICLE V
Termination
5.01 Termination for Cause. In the event of any material breach of any of the terms of this
Agreement. the party alleging the breach may, in addition to, and not in lieu of any other remedies
available to such party under Section 4.01 of this Agreement or otherwise under applicable la\v, seek
to terminate this Agreement by giving the breaching party written notice specif).ring the nature of the
breach. If the breach is not remedied within thirty (30) days of the date of delivery of such notice,
or if additional breaches of a materially similar nature occur within the thirty (30) day period
following the date of delivery of said notice, the party alleging the breach may send the breaching
party a second written notice setting forth the time, place and date of a meeting to discuss the breach,
the time, date and place for \vhich shall in all respects be reasonable and shall specify a date not later
OD~.I.-\ 'PCDOCS\RIDER.t J S25'Y,5
O;;tcb"r15.1')1J'}
4
than ten (10) days from the date of such wTitten notice. The Superintendent for the District or his
or her designee(s) and the City Manager for the City or his or her designee(s) shall attend such
meeting. If the breach continues for more than thirty (30) days after the date of such meeting, the
party alleging the breach may send a final vvritten notice of termination to the breaching party
terminating this Agreement effective upon the date of delivery of such notice.
5.02 Termination Without Cause. This Agreement may be terminated without cause as
follows:
a. Either party may terminate this Agreement prior to the award of contract to
construct the Facility by giving written notice of such termination to the other. ISD 281 shall give
the City ten (10) days v\Titten notice of its intent to award a contract. If this Agreement is terminated
in accordance with this Section 5.02(a), any and all actual out-of-pocket costs incurred by the
non-terminating party shall be paid by the terminating party.
b. Commencing as of calendar year 2001, ISD 281 may terminate this
Agreement, effective as of June 30 of any calendar year, upon delivery to the City, on or before
February 1 of such calendar year, of advance vvritten notice of termination (an "Early Termination").
In the event of an Early Termination, ISD 281 shall, on or before the effective date of such Early
Termination, pay to the City the sum of the unamortized portion of the Contribution Amount,
inclusive of interest calculated at a fixed rate of interest equal to five percent (5%) per annum, in
accordance vvith the Telmination Fee Schedule attached hereto as Exhibit C (the "Termination Fee").
Said Termination Fee shall be the City's sole and exclusive remedy for the Early Termination, and
the City hereby waives any and all rights to specific performance, damages, or any other remedy
available in equity or in lavv.
ARTICLE VI
lVliscelIaneous
6.01 Building Security. Upon completion of construction of the Facility, ISD 281 shall
issue to the City a reasonable number of keys and/or security cards for the exterior doors to the
Facility, together with any lockable interior doors thereto, if any, for which the City is entitled to
access pursuant to the terms and provisions of this Agreement. On all days during which ISD 281
is entitled to priority of use in accordance with Section 1.03(a) of this Agreement, ISD shall be
responsible for opening up the Facility. On all days during which the City is entitled to priority of
use in accordance with Section 1.03(b) of this Agreement, the City shall be responsible for opening
up the Facility. The City shall at all times during the term of this Agreement be responsible for
closing and securing the Facility, including without limitation securing all exterior doors to the
Facility. The procedures and requirements applicable to the issuance of keys and/or security cards,
and to the opening, closing and securing of the Facility, shall be in accordance with such reasonable
rules and regulations as ISD 281 mav issue from time to time. The Citv herebv agrees to indemnify
_. ,.I ",I .."...... .,
and defend ISD 281 from and against any and all claims, demands, liabilities, and expenses,
OD~.tA'.PCDOCS\RIDERA:; S15'F:,
Oc:obcr25.1'J'J')
5
including attorney's fees, arising from any failure by the City to perform its responsibilities for
closing and securing the Facility in accordance with this Agreement.
6.02 Relationship of Parties. The parties hereto agree that it is their intention hereby to
create only the relationships oflicensor and licensee, and no provision hereof, or act of either party
hereunder, shall ever be construed as creating the relationship of lessor and lessee, principal and
agent, or a partnership, joint venture or enterprise between the parties hereto.
6.03 AssiQ:nment. Neither party may assign its rights or obligations under this Agreement
without the prior vvTitten consent of the other party.
6.04 BindinQ: 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
pennitted successors and assigns.
6.05 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.
6.06 GoverninQ: Law. This Agreement shall in all respects be governed by and interpreted
under the laws of the State of Minnesota.
:;OD~lA'PCDOCS'.RI DERQ:;S15'J\5
October 25. I')')')
6
IN 'WITNESS WHEREOF, the parties have subscribed their names as of the day and year
first above written.
INDEPENDENT SCHOOL DISTRICT
NO.~
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Its
CITY OF NE\V HOPE
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By A.;Z ,b_-r!..71 ,Jf?
Its Mayor / f}
By A~ 2/L;t<<k
Its City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this~ day of /O(i,>t , 1999,
by If).I1f/l,' Cnck and]'1it1ldX Dn/lI..J,hac. , respectively the Mayor and city Manager of the
City ofNe\v Hope, a Minnesota municipal corporation, on behalf of the corporation and pursuant
to the authority granted by its City Council.
VALERIE j. LEONE
NOTARY PUBLIC - MINNESOTA
My Commission Expires
January 31, 2000
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Notary Public
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October 25. 1')')1)
7
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The for")1oing instrum~nt was acknowledged before me fuiS~ ~ , 1999
C. . /Jlt- ~nd ~~ ~, the ~ ~ and
of Independent School District No. 281 on behalf of said
dent school district.
by
I'll
JUDITH D. LUND I
NOTARY PUBLIC. MINNESOTA
My Commission Expires Jan. at, 2000
II
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Ck1ohe:r 25. 1999
EXHIBIT A
TO FACILITY USE AGREEMENT
Legal Description
East Y2 of the Northwest V4 of the Southeast V4,
Section 7, Township 118, Range 21 according to the
Government Survey thereof, excepting the South 30
feet of the East 30 feet thereof.
West Y2 (W Y2) of the Northeast V4 (NE V4) of the
Southeast V4 (SE V4), Section 7, Township 118, Range
21, according to the Government Survey thereof,
excepting therefrom:
(a) The South 30 feet of the West Y2 (W Y2) of the
Northeast V4 (NE V4) of the Southeast V4 (SE
V4), Section 7, Township 118, Range 21; and
(b) That part of the Northeast V4 (NE V4) of the
Southeast V4 (SE V4), Section 7, Township
118, Range 21, lying North of 47th Avenue
North and lying between a line drawn 30 feet
West of and parallel to the westerly line of
Virginia Avenue North and the westerly line
of Virginia Avenue North as platted in
Lynncroft Addition.
EXHIBIT B
TO FACILITY USE AGREEMENT
FLOOR PLAN
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EXHIBIT C
TO FACILITY USE AGREEMENT
Termination Fee Schedule
TERMINATION TERMINATION TERMINATION TERMINATION
DATE FEE DATE FEE
June 30, 2001 $3, 223,096 June 30, 2021 $2,289,008
June 30, 2002 $3,194,847 June 30, 2022 $2,214,055
June 30, 2003 $3,165,185 June 30, 2023 $2,135,354
June 30, 2004 $3,134,040 June 30, 2024 $2,052,717
June 30, 2005 $3,101,338 June 30, 2025 $1,965,949
June 30, 2006 $3,067,001 June 30, 2026 $1,874,842
June 30, 2007 $3,030,947 June 30, 2027 $1,779,181
June 30, 2008 $2,993,091 June 30, 2028 $1,678,736
June 30, 2009 $2,953,341 June 30, 2029 $1,573,268
June 30, 2010 $2,911,604 June 30, 2030 $1,462,528
June 30, 2011 $2,867,780 June 30, 2031 $1,346,250
June 30, 2012 $2,821,765 June 30, 2032 $1,224,159
June 30, 2013 $2,773,449 June 30, 2033 $1,095,962
June 30, 2014 $2,722,718 June 30, 2034 $961,357
June 30, 2015 $2,669,450 June 30, 2035 $820,020
June 30, 2016 $2,613,518 June 30, 2036 $671,617
June 30, 2017 $2,554,790 June 30, 2037 $515,794
June 30, 2018 $2,493,126 June 30, 2038 $352,180
June 30, 2019 $2,428,378 June 30, 2039 $180,385
June 30, 2020 $2,360,393 June 30, 2040 $0.00
::ODMA\PCDOCS\RIDER\43K25<J\5
October 25. 19<J<J
COOPER GYM EXPANSION
DEVELOPMENT AGREEMENT
THISAGREEMENTismadeandenteredintoonLOd dS:- , 1999, by and between
INDEPENDENT SCHOOL DISTRICT NO. 281, an independent school district created and
existing under the laws of the State of Minnesota (hereinafter referred to as "ISD 281"), with its
principal place of business located at Education Service Center, 4148 Winnetka Avenue North, New
Hope, MN 55427-1288, the CITY OF NEW HOPE, a Minnesota Municipal Corporation
(hereinafter referred to as "City") and the ECONOMIC DEVELOPMENT AUTHORITY in and
for the City of New Hope, a Minnesota municipal corporation (hereinafter referred to as "EDA")
with their princip~l place of business located at 4401 Xylon Avenue North;New Hope, MN 55428.
RECITALS
WHEREAS, the EDA and the City both adopted resolutions at their respective June 28,
1999 meetings approving a 1999 amendment to the Master Modification To Redevelopment Plans
and Tax Increment Financing Plans initially approved on July 25, 1994; and
WHEREAS, the purpose of the 1999 amendment is to allow for the payment of public
redevelopment costs of the City and EDA for construction of a gym addition/expansion to Cooper
High School located at 8230 - 47th Avenue North in the City of New Hope with tax increment
revenue to be derived from the EDA's TIF Districts; and
WHEREAS, the City and EDA have agreed to contribute an amount not greater than
$3,250,000.00 to ISD 281 for construction by ISD 281 of a gym expansion and tennis court addition
at Cooper High School, together with certain related site improvement and other work (collectively,
the "Project"), all as will be more fully described and set forth in the plans and specifications to be
mutually agreed to by the City, EDA and ISD 281 and, by subsequent amendment to this Agreement,
attached hereto as Exhibit A (together with any and all exhibits, amendments, modifications and
change orders thereto, collectively referred to herein as the "Plans"); and
WHEREAS, in consideration for this financial contribution by the City and EDA, ISD 281
agrees to enter into a Facility Use Agreement with the City, in the form attached as Exhibit B (the
"Facility Use Agreement") permitting the City to have primary use of the gym expansion during
certain periods when the gym expansion is not in use for school purposes as set forth in the Facility
Use Agreement; and
WHEREAS, in further consideration for the City's and EDA's financial contribution, ISD
281 agrees to use the funds and construct the gym addition/expansion in accordance with the terms
and conditions of this Cooper Gym Expansion Development Agreement.
::OD!'.fA \PCDOCS\RlDER\4311230\5
October 27, 1999
ARTICLE I
Definitions
Section 1.01 Defined Terms. As used in this Agreement, the follo\ving terms shall have
the meanings set out respectively after each (such meanings to be equally applicable to both the
singular and plural forms of the tern1S defined):
(a) "Advance" - In each instance, an advance made or to be made by the City and/or EDA
to ISD 281 pursuant to Article II hereof.
(b) "Architect" - Wold Architects and Engineers, which will administer the Construction
Contract Documents.
(c) "Completion Date" - June 1,2001 (unless ISD 281 shall extend such date in writing,
then the Completion Date shall be such later date), being the date of required completion of the
Project.
(d) "Construction Contract" - The construction contract to be entered into between
ISD 281 and the General Contractor regarding the construction of the Project.
(e) "Construction Contract Documents" - The document or documents, including \vithout
limitation the Construction Contract and the Plans, which, together with any and all exhibits,
amendments, modifications and change orders thereto, collectively form the contract or contracts
between ISD 281 and the General Contractor concerning construction and/or rehabilitation of the
Proj ect.
(f) "Contribution Amount" - This term shall have the meanmg ascribed to it III
Section 2.01 below.
(g) "Draw Requisition" - The draw requisition, in the form attached hereto as Exhibit C,
vvhich is to be submitted to the City when an Advance is requested, and which is referred to in
Section 2.02 hereof.
(h) "Engineer" - KARGES-FAULCONBRIDGE, INC., a Minnesota corporation.
(i) "Event of Default (City/EDA)" - One of the events of default specified in Section
6.01(b) hereof.
U) "Event of Default (LSD 281 )" - One of the events of default specified in Section
6.01(a) hereof.
(k) "Facility Use Agreement" - This term shall have the meaning ascribed to it in the
Recitals above.
,OD:-.1A\?CDOCS\RIDER"': }Xl::lh5
October 25. l'l'}')
2
(1) "General Contractor" - The person or entity selected by ISD 281 to serve as the
general contractor for the Project.
(m) "Inspecting: Official" - The City Building Official or City Engineer, Bonestroo,
Rosene, Anderlik & Associates.
(n) "Plans" - This term shall have the meaning ascribed to it in the Recitals above.
(0) "Project" - This term shall have the meaning ascribed to it in the Recitals above.
(p) "Real Estate" - The land upon which the Project is located, described on Exhibit D
attached hereto, commonly known as Cooper High School located in the City of New Hope.
(q) "Subcontractor" - Any person, other than the General Contractor, who shall be
engaged to \vork on, or to furnish materials and supplies for, the Project.
ARTICLE II
Commitment to Make Contribution
Section 2.01 City Contribution/Cost Sharing:. The City and EDA agree, subject to the
conditions hereinafter set forth, to contribute to ISD 281 in an aggregate principal amount not to
exceed Three Million Two Hundred Fifty Thousand ($3,250,000.00) (the "Contribution Amount")
for construction of the Project. ISD 281 shall not be obligated to repay the City or EDA any portion
of this contribution if the Project is completed substantially in accordance with the Plans and the
Facility Use Agreement is entered into by the parties, subject only to the obligation ofISD 281 to
pay the Termination Fee in the event of any termination of the Facility Use Agreement in accordance
with Section 5 .02(b) thereof. The total construction cost for the Project is estimated at
$3,490,000.00. The parties will share the Project costs as set forth in the Project Cost Sharing
Schedule attached hereto as Exhibit E. Not withstanding this agreement to share construction costs,
in no event will the City be required to contribute more than the Contribution Amount to the cost
for the Project. ISD 281 also acknowledges and agrees that the City's costs for those items described
in Section 2.01(a) below \vill be paid from and included as part of the Contribution Amount. ISD
281 further acknowledges and agrees that the costs of ISD 281 for purchase of equipment described
in Section 2.01 (b) below shall not be paid from the Contribution Amount. The net effect of this cost
sharing provision is that the entire Contribution Amount will not be available to ISD 281 solely for
construction costs, but \vill additionally include those costs described in Section 2.01 (a) below.
(a) Citv's Costs. ISD 281 acknowledges and agrees the City intends to sell bonds to
finance the Contribution Amount. ISD 281 further acknowledges and agrees the City intends to
make equipment purchases for (i) the concession room to be constructed as part of the Project, and
(ii) a music/sound system to be installed as part ofthe Project. As herein agreed, these costs will be
OD\ IA \PCDOCS\RIDER.~:; XZJIL;
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paid from the Contribution Amount. The City's costs to be funded from the Contribution Amount
are estimated as follows:
(i)
general engineering and legal costs - $25,000.00
(ii)
bond issuance costs - $75,000.00 (including consultant and bond attorney fees)
(iii)
$ 1 0,000.00
all concession room equipment (coolers, freezers, cookers, pop machine, etc.) -
(iv)
music equipment/sound system - $5,000.00
The parties agree the referenced costs are estimated and that the actual costs incurred by the City will
be controlling to determine the remaining Contribution Amount available to ISD 281 for
construction costs.
(b) ISD 281 Excluded Costs. ISD 281 further ackno\-vledges and agrees that its costs for
the following items will not be funded from the Contribution Amount:
(i) Volleyball standards and nets
(ii) All tennis nets, wind screens, poles, flags and bleachers for tennis courts
(iii) All equipment needed for the ball fields including but not limited to bleachers and
scoreboards
Section 2.02 Draw Requisitions. Whenever ISD 281 requires an advance hereunder, which
shall be no more often than monthly, ISD 281 shall submit to the City a Draw Requisition, duly
completed and executed on behalf of the ISD 281, setting forth the information requested therein.
Each Draw Requisition shall be certified as true and accurate by the Architect relative to the
percentage of work completed on which payment is requested. Each Draw Requisition with respect
to construction items shall be limited to amounts equal to (i) the amount of work actually completed,
plus (ii) the value of materials and equipment not incorporated in the Project, but delivered and
suitably stored on or off the Project site in a manner reasonably acceptable to City, less (iii) any
retainage required under the Construction Contract (in an amount not less than five percent (5%) of
the contract amount, or portion thereof (except as to Draw Requisitions to fund the retainage in
accordance with the Construction Contract)), and (iv) less prior Advances, to the extent such prior
Advances consisted of prepayments of any of the foregoing.
. :OD:"IA\?CDOC S\R lDER''';:; X2]\"'j
October.:!.). I')')')
4
At the time of submission of each Draw Requisition, ISD 281 shall submit to the City the
following:
(a) A waiver of mechanic's lien and/or materialman's lien, executed by the General
Contractor in the amount of the lienable costs of the Project payable from the requested advance,
together with a waiver of mechanic's lien and/or materialman's lien, executed by each Subcontractor,
to which any portion of the immediately preceding Advance ("Prior Advance"), if any, was paid,
covering liens for all work done and materials supplied for which disbursement was made from the
Prior Advance, in the form reasonably required by the City.
(b) Such other supporting evidence as may be reasonably requested by the City to
substantiate all payments which are to be made out of the relevant Draw Requisition and/or to
substantiate all payments then made with respect to the Project.
(c) Satisfactory evidence that all \vork then requiring inspection by municipal or other
governmental authorities having jurisdiction has been duly inspected and approved by such
jurisdiction, and that all then required certificates of occupancy and other approvals by municipal
or other governmental authorities having jurisdiction have been issued.
If on the date an Advance is desired, ISD 281 has performed all of its agreements and
complied with all requirements therefore to be performed or complied with hereunder, and the
Inspecting Oftlcial approves the relevant Dra\v Requisition, which approval shall not be
unreasonably withheld, the City shall disburse such funds directly to ISD 281 on such date. If the
Inspecting Official does not so approve the Draw Requisition, the Draw Requisition shall
nevertheless be deemed approved in the event the City fails to notify ISD 281 in writing of the
reason for such disapproval within five (5) business days of either the City's receipt of the Draw
Requisition.
Section 2.03 Citv Inspections. City shall have the right but not the obligation, and solely
for its o\vn protection, to make such inspections of the improvements as it deems advisable. ISD 281
acknowledges that it does not and shall not reply upon any inspections which City may make
pursuant hereto. City and its agents, inspectors, and employees may enter upon the Real Estate at
any reasonable time to inspect the progress of construction. City is not responsible for seeing that
the improvements are constructed in accordance with the Plans, that the improvements contemplated
under the Construction Contract Documents will be completed, that sufficient funds will be available
for completion, or that the design, engineering details, or architectural features are adequate or
appropriate. City shall also not be required to provide architectural supervision of construction or
any services related to construction quality control or judgment. All inspections by, or on behalf of,
the City in accordance \vith this Section 2.03 shall be at the City's sole cost and expense, payment
for which shall be in addition to, and not as part ot~ the amount of the Contribution Amount.
Section 2.04 Advances Without Receipt of Dravv Requisition. Notwithstanding anything
herein to the contrary, the City shall have the irrevocable right at any time and [rom time to time,
ODM..VPCDOCS\R I DERA:; ~2J( l\5
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O-.:lohi:r25. j'J'ilJ
to apply funds which it agrees to advance hereunder to pay any and all of the expenses referred to
in Section 7.04 hereof, all without receipt of a Draw Requisition for funds from ISD 281.
ARTICLE III
Conditions of Funding
Section 3.01 Condition Precedent to Anv Advance. The obligation of the City to approve
Advances hereunder shall be subject to the condition precedent that it shall have received the
following on or before the date of the initial draw request:
(a) The Plans.
(b) A copy of the fully executed Construction Contract Documents, with such contracts
being reasonably acceptable to the City.
(c) A s\vorn construction statement duly executed on behalf of ISD 281, in form and
substance reasonably satisfactory to the City, sho\ving all incurred and anticipated costs and
expenses for construction of the Project.
(d)
obtained.
Evidence reasonably satisfactory to the City that all then required permits have been
(e) Copies of, or binders for the delivery of, or certificates evidencing, the policy of fire
and extended coverage and comprehensive general liability insurance required under Section 5.01 (c)
hereof, with all such insurance in full force and effect.
(f) The Facility Use Agreement duly executed by ISD 281.
(g) Any and all such other documents and agreements which City deems reasonably
necessary to establish that there are sufficient additional funds, after giving effect to the City's
Advance and in addition to the remainder of the Contribution Amount, to pay for the unfunded
portion of the vvork remaining to be performed under the Construction Contract Documents.
Section 3.02 Further Conditions Precedent to Anv Advance. The obligation of the City to
make any Advance hereunder shall also be subject to the follo\ving conditions precedent:
(a) No Event of Default (ISD 281) hereunder, or event which \vould constitute such an
Event of Default (ISD 281) but for the requirement that notice be given or that a period of grace or
time elapse, shall have occurred and be continuing.
OD~IA\PCDOCS\R IDE.R',.1_,XZ~fr5
October 15. I')')')
6
ARTICLE IV
Representations and \Varranties
Section 4.0 1 Representations and Warranties ofISD 281. ISD 281 represents and warrants
as follows:
(a) The execution of this Agreement, the Facility Use Agreement and any and all other
documents referred to herein to which ISD 281 is a party, are within the powers of ISD 281 and do
not violate any provision of la\v to which ISD 281 is subject.
(b) This Agreement, the Facility Use Agreement and any and all other documents
referred to herein to which ISD 281 is a party, are the legal, valid and binding obligations ofISD 281
enforceable against ISD 281 in accordance with their respective tem1S.
( c) ISD 281 has title to the Real Estate.
(d) The Project will be constructed substantially in accordance with the Construction
Contract Documents, will be constructed entirely on the Real Estate, and will not encroach upon or
overhang any easement right-of-way ofland not constituting part of the Real Estate.
(e) The Project and the contemplated use thereof, both during construction and at the
time of completion, will not violate any applicable zoning or use statute, ordinance, building code,
rule or regulation, or any covenant or agreement of record.
(f) ISD 281 agrees that it will fumish from time to time such satisfactory evidence
regarding the representations and warranties described herein as may be required by the City.
Section 4.02 ReDresentations and \Varranties of the Citv and EDA. The City and EDA do
each represent and warrant as follows:
(a) The execution of this Agreement, the Facility Use Agreement and any and all other
documents referred to herein to which either or both the City and EDA are a party, are within the
powers ofthe City and EDA and do not violate any provision oflaw to which either or both the City
and EDA are subject.
(b) This Agreement, the Facility Use Agreement and any and all other documents
refened to herein to which either or both the City and EDA are a party, are the legal, valid and
binding obligations of the City and EDA, as applicable, enforceable against the City and EDA, as
applicable, in accordance with their respective terms.
OD\lA'_PCDQC S'R1DER \~ _~ ~l:;O\j
O-:!ob"r ~5. 1L)',')
7
ARTICLE V
Additional Covenants
Section 5.01 Covenants ofISD 281. ISD 281 agrees that:
(a) ISD 281 will cause construction ofthe Project to commence, and thereafter will cause
the Contractor or Contractors to diligently proceed \vith construction of the Project according to the
Construction Contract Documents, so that the Project can be completed by the Completion Date.
ISD 281 further agrees to provide all funds required over and above the Contribution Amount to the
extent such additional funds should be necessary to complete the construction of the Project.
(b) ISD 281 will comply with the Uniform Municipal Contracting Law, as enacted in the
State of Minnesota, in letting contracts and expending public funds on this project. Also ISD 281
will require the General Contractor to comply with all rules, regulations, ordinances and laws
bearing on its conduct of work on the Project.
( c) ISD 281 will provide and maintain at all times during the process of building the
Project, and, from time to time at the request of the City, furnish the City with proof of payment of
premiums on, the following insurance:
(i) fire and extended coverage, in an amount equal to the lesser of the
aggregate amount of the City's Advances or the full insurable value of the Project,
with the City named as loss payee, and to include an overlap endorsement or rider
covering the risk of any rehabilitation work;
(ii) comprehensive general liability insurance, including the City as a
named insured, with limits against bodily injury and property damage in an amount
greater than or equal to the limits ISD 281's statutory immunity under MiImesota law;
The policies of insurance required pursuant to Sections 5.01 (c)(i) and (ii) hereinabove (A) shall be
in form and content reasonably satisfactory to the City, and (B) shall be placed \vith financially
sound and reputable insurers licensed to transact business in the State of Minnesota. The policy of
insurance delivered pursuant to Section 5.01 (c) (i) hereinabove shall contain an agreement of the
insurer to give not less than ten (10) days advance \vritten notice to the City in the event of
cancellation of such policy or change affecting the coverage thereunder.
(d) ISD 281 will cause the General Contractor to maintain at all times during the process
of building the Project, and, from time to time at the request of the City, cause the General
Contractor to furnish the City \vith proof of payment of premiums on, the following insurance:
(i) comprehensive general liability insurance, including the City and
ISD 281 as a named insured, with limits (i) against bodily injury of not less than
$1,000,000, and (ii) against property damage of not less than $250,000 (to
om.I.-\PCDOCS\R !DER '.': ,x:!:i\rj
8
OClobcr25.I')')\,1
accomplish the above-required limits, an umbrella excess liability policy may be
used); and
(ii) \vorkmen's compensation insurance, with statutory coverage.
The policy of insurance required pursuant to Section 5.01 (d)(i) hereinabove (A) shall be in form and
content reasonably satisfactory to the City, and (B) shall be placed with a financially sound and
reputable insurer licensed to transact business in the State of Minnesota. Acceptance by the City of
an insurance policy delivered pursuant to Section 5.01 (d)(i) hereinabove shall not bar ISD 281 from
requiring additional insurance which it reasonably deems necessary.
( e) ISD 281 will pem1it the City, acting by and through its officers, employees and
agents, to examine all books, records, contracts, plans, drawings, permits, bills and statements of
account pertaining to the Project and to make extracts therefrom and copies thereof.
(f) ISD 281 will furnish to the City, as soon as possible and in any event within ten (10)
days after ISD 281 has obtained actual knowledge thereof, written notice of the occurrence of each
Event of Default (rSD 281), or each event w'hich with the giving of notice or lapse of time or both
would constitute an Event of Default (ISD 281), which is continuing on the date of such statement,
the statement ofISD 281 setting forth details of such Event of Default (ISD 281) or event and the
action which ISD 281 proposes to take with respect thereto.
(g) ISD 281 agrees that, without the prior \vritten consent of the City, it will not agree
or consent to any material changes in the Construction Contract Documents, or to any change orders
thereto, individually exceeding $25,000.00 without the consent of City, \vhich consent will not be
umeasonably withheld. Any change orders not exceeding $25,000.00, approved w'ithout the prior
consent of the City will be presented to the City for revie\v as soon as practicable after its approval
by ISD 281; provided, however, the City shall have no right to object to the fom1 or content thereof.
Section 5.02 Covenants of the Citv and EDA. The City and EDA agree that:
(a) The City and EDA will furnish to ISD 281, as soon as possible and in any event
within ten (l0) days after either or both the City and EDA have obtained actual kno\vledge thereof,
wTitten notice of the occurrence of each Event of Default (CityIEDA), or each event which with the
giving of notice or lapse of time or both \vould constitute an Event of Default (City/EDA), which
is continuing on the date of such statement, the statement of the City and EDA setting forth details
of such Event of Default (City/EDA) or event and the action which the City and EDA propose to
take with respect thereto.
OD~I..\'J}CDOCS",R IDER\':::;Xl::;0\5
October!5.1')I)<)
9
ARTICLE VI
Events of Default and Rights and Remedies
Section 6.01 Events of Default.
(a) ISD 281 Events of Default. The following shall constitute Events of Default (ISD
281):
(i) ISD 281 shall fail to duly observe or perform any of the material terms,
conditions, covenants, or agreements required to be observed or perforn1ed by ISD 281 hereunder,
and such failure shall continue uninterrupted and without cure for a period of thirty (30) days after
delivery of written notice of default to ISD 281.
(ii) Any representation or warranty made by ISD 281 herein, or in any financial
statement, certificate, report or Dra\v Requisition furnished pursuant to this Agreement, or in order
to induce the City to approve any Advance hereunder, shall prove to have been untrue in any
material respect or materially misleading as of the time such representation or warranty \vas made.
(iii) The Project is materially damaged or destroyed by fire or other casualty and
the loss, in the reasonable judgment of the City, is not adequately covered by insurance actually
collected or in the process of collection.
(iv) The construction ofthe Project is abandoned, or shall be unreasonably delayed
beyond the Completion Date (subject to such extensions as may be permitted in accordance with the
Construction Contract Documents), or shall be discontinued for a period oft\venty (20) consecutive
calendar days, in each instance for reasons other than acts of God, fire, storm, strikes, blackouts,
labor difficulties, riots, inability to obtain materials, equipment or labor, governmental restrictions
or any similar cause over \vhich ISD 281 is unable to exercise control.
(v) The Project is not substantially completed in accordance with the Plans or
Construction Contract Documents.
(b) Citv/EDA Events of Default. The following shall constitute Events of Default
(CityIEDA):
(i) Either or both the City and the EDA shall fail to duly observe or perform any
ofthe material terms, conditions, covenants, or agreements required to be observed or performed by
either or both the City and the EDA hereunder, and such failure shall continue uninterrupted and
without cure for a period of thirty (30) days after delivery of\\Titten notice of default to the City and
the EDA.
(ii) Any representation or warranty made by the City or EDA herein, or in any
financial statement, certificate, or report furnished pursuant to this Agreement shall prove to have
OD~I..\',PCDOCS\R IDER'A::; S~::;\L5
Ocrob:::r15. I'}')'}
10
been untrue in any material respect or materially misleading as of the time such representation or
warranty was made
Section 6.02 Rig:hts and Remedies.
(a) Rig:hts and Remedies Upon Event of Default (LSD 281) . Upon the occurrence of an
Event of Default (ISD 281) and at any time thereafter until such Event of Default (ISD 281) is cured
to the reasonable satisfaction of the City, the City may, at its option, exercise any and all of the
follo\ving rights and remedies, along with any other rights and remedies available to it:
(i) The City may, by notice in wTiting to ISD 281, refrain from approving
Advances hereunder (but City may make Advances after the occurrence of an Event of Default
without thereby \vaiving its rights and remedies hereunder), or terminate this Agreement; and
(ii) The City shall be entitled to recovery of reasonable costs of collection and
enforcement of this Agreement, including without limitation reasonable attomeys' fees.
(b) Rig:hts and Remedies Upon Event of Default (Citv/EDA) . Upon the occurrence of
an Event of Default (CityIEDA) and at any time thereafter until such Event of Default (City/EDA)
is cured to the reasonable satisfaction ofISD 281, ISD 281 may, at its option, exercise any and all
of the rights and remedies available to ISD 281 under applicable law, including \vithout limitation
the following:
(i) ISD 281 shall be entitled to terminate either or both this Agreement and the
Facility Use Agreement; and
(ii) ISD 281 shall be entitled to recovery of reasonable costs of collection and
enforcement of this Agreement, including \vithout limitation reasonable attorneys' fees.
ARTICLE VII
Miscellaneous
Section 7.01 Inspections. ISD 281, Architect and the Engineer, shall be responsible for
making inspections of the Project during the course of construction, and shall determine to their o\vn
satisfaction that the work done or materials supplied by the General Contractor and Subcontractors
to whom payment is to be made out of each Advance has been properly done or supplied in
accordance with the applicable contracts with such General Contractor and Subcontractors. If any
work done or materials supplied by the General Contractor or a Subcontractor are not reasonably
satisfactory to ISD 281, the Architect and/or the Engineer, or if the General Contractor or a
Subcontractor does not materially comply with the Construction Contract Documents in any material
respect. ISD 281 will, upon discovery thereof, promptly' notify the City in writing of such fact. It
is expressly understood and agreed that the City and its Inspecting Official may, at the City's sole
cost and expense (and \vithout reduction of the amount ofthe Contribution Amount), conduct such
OD~L-\,?CDOCS\R I DERA:; X2}(l',5
OCloberl).I')<)<)
11
inspections of the Project as either may deem necessary for the protection ofthe City's interest, and
that any inspections which may be made of the Project by the City or the Inspecting Official are
made, and all certificates issued by the Inspecting Official \vill be issued, solely for the benefit and
protection of the City, and that ISD 281 will not rely thereon.
Section 7.02 Indemnification.
(a) Indemnification bv ISD 281. ISD 281 shall bear all loss, expense (including attorney's
fees) and damage in connection \V'ith, and agrees to indemnify and hold harmless the City, its agents,
servants and employees from all claims, demands andjudgments made or recovered against the City,
its agents, servants and employees, because of bodily injuries, including death at any time resulting
therefrom, and/or because of damages to property of the City or others (including loss of use) from
any cause whatsoever, arising out of, incidental to, or in connection with the construction of the
Project, whether or not due to any act of omission or commission, including gross negligence, breach
of statutory duty or willful misconduct ofISD 281, the General Contractor or any Subcontractor, or
its or their employees, servants or agents, excluding, however, any claims, demands or judgments
due to acts of omission or commission of the City, its employees, servants or agents. The obligation
of ISD 281 under this Section 7.02(a) shall survive completion of the Project.
(b) Indemnification bv Citv/EDA. The City and EDA shall bear all loss, expense
(including attorney's fees) and damage in connection with, and agrees to indemnify and hold
harmless ISD 281, its agents, servants and employees from all claims, demands andjudgments made
or recovered against ISD 281, its agents, servants and employees, because of bodily injuries,
including death at any time resulting therefrom, and/or because of damages to property ofISD 281
or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in
cOlmection with any act of omission or commission, including gross negligence, breach of statutory
duty or willful misconduct of the City or EDA, or its or their employees, servants or agents,
excluding, hovvever, any claims, demands or judgments due to acts of omission or commission of
ISD 281, its employees, servants or agents. The obligation of the City and EDA under this
Section 7.02(b) shall survive completion of the Project.
(c) Limitations on Indemnitv. Notwithstanding Sections 7.02(a) and 7.02(b) of this
Agreement, ISD 281, the City and EDA shall, and do hereby, release each other from all claims,
demands, liabilities, judgments and expenses to the extent subject to and in excess of each party's
limits of statutory immunity under Milmesota law, or to the extent otherwise covered, or required
under this Agreement to be covered, by insurance.
Section 7.03 Title to Proiect. Notwithstanding anything to the contrary in this Agreement
or otherwise, and except only as othef\vise provided in the Facility Use Agreement. title to the
Project. together with any and all rights and interests. legaL equitable or otherwise, therein, shall at
all times be vested solely with. in and to ISD 281.
OD\lA,PCDOC SRlDER,'; ~X2::;IL5
Or.:!Ob::r15. l'J')'}
12
Section 7.04 Fees. Whether or not any Advance shall be made hereunder, ISD 281 agrees
to pay all fees including inspection fees, appraisal fees, survey fees, recording fees, license and
permit fees and title insurance and other insurance premiums relating to the Project, all of \vhich
fees, costs and expenses shall be subject to pro rata reimbursement from the Contribution Amount.
Section 7.05 Addresses for Notices. All notices to be given by either party to the other
hereunder shall be in \YTiting and deemed to have been given when delivered personally or when
deposited in the United States Mail, registered or certified postage prepaid, addressed as follows:
To ISD 281 at:
Thomas H. Walerius
Independent School District 281
Education Service Center
4148 \Virmetka Avenue North
New Hope,.tvfN 55427-1288
To the City and
EDA at:
Daniel 1. Donahue, City Manager
City of New Hope
4401 Xylon Avenue North
New Hope, fv'IN 55428
or addressed to such party at such other address as such party shall hereafter furnish by notice to the
other party.
Section 7.06 Termination of this AQreement. The obligations of all parties under this
Agreement, but not under the Facility Use Agreement or any other agreement(s) attached hereto or
incorporated herein by reference, shall cease upon (i) payment by City ofthe Contribution Amount
in accordance \vith this Agreement, and (ii) City's certification that the construction of the Project
has been completed in accordance with the Plans and Construction Contract Documents.
Section 7.07 Time of Essence. Time is of the essence in the performance of this
Agreement.
Section 7.08 BindinQ Effect and AssiQnment. This Agreement shall be binding upon and
inure to the benefit of ISD 281 and the City and their respective successors and assigns.
Section 7.09 Waivers. No waiver by the City or ISD 281 of any default hereunder shall
operate as a waiver of any other default or of the same default on a future occasion. No delay on the
part of the City or ISD 281 in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy preclude other or further
exercise thereof or the exercise of any other right or remedy.
OD~1A \PCDOCS\R1DE?',~; S2}lfj
October:!). 1')'1')
13
Section 7.10 Remedies Cumulative. The rights and remedies herein specified of each of
the City and ISD 281 are cumulative and not exclusive of any rights or remedies which either or both
the City and ISD 281 vvould otherwise have.
Section 7.11 Governing Law and Entire Agreement. This Agreement shall be governed
by the laws of the State of Minnesota. This Agreement contains the entire agreement of the parties
on the matters covered herein. No other agreement, statement or promise made by any party or by
any employee, officer, or agent of any party that is not in v\rriting and signed by all the parties to this
Agreement shall be binding.
Section 7.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original, but such
counterparts shall together constitute one and the same instrument.
IN \VITNESS 'VHEREOF, the parties hereto have executed this Agreement, or caused it
to be executed by their duly authorized officers or partners, as of the date first above wTitten.
CITY OF NE\V HOPE
By
-/} ~' d
~ if . /
//< / ..(bt--?t (
Its Mayor
INDEPENDENT SCHOOL DISTRICT
No. 281 ~.---; ~
, ,~i/
// .
....
#'l..,./..!. I /
By (/ fv--..J..../
Its ~
By ~~h~
/ Its City Manager
By
Its
ECONOMIC DEVELOPMENT
AUTHORITY in and for the City of New Hope
/7 ~
?i/ ,V, 7
7ifJf:L~~J
Its President
By
~zJ~
Its Executive Director
By
OD\I.;'PCDOCS,~o..JDERA :;X210\5
October:!5.1')')')
14
A . //""~i
The foregoing was acknowledged before me this ,.;jJ day of CVct
1999, by W. Peter Enck and Daniel 1. Donahue, the Mayor and City Manager, respectively, of the
City ofNe\v Hope, a Minnesota municipal corporation, onjJehalf of said municipal corporation.
, L,i /)
Y./14
Ill! 1'/1 /. f SJ' (. 117u ,
Notary Public I
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
VALERIE J. LEONE
NOTARY PUBLIC - MINNESOTA
My Commission Expires
January 31. 2000
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing was ackno\vledged before me this c:.7\ k day of (kt , 1999
by W. Peter Enck and Daniel 1. Donahue, the President and Executive Director, respectively, of the
Economic Development Authority in and for the City of New Hope, a Minnesota municipal
corporation, on behalf of said corporation.
f' . 1i1'" - ;""c~
VALERIE J. LEONE !
NOTARY PUBLIC - MINNESOTA
My Commission Expires
January 31. 2000
~~...,_.:.-...~~..~~..~
STATE OF MINNESOTA )
) ss.
COUNTY OF HEi\TNEPIN )
~ - //, t
17Jtllj.t/j.. Ui W7rLL
Nofary Public tI - I
The for~oing was ackno"{ledged before me this :1 '!..t( day o~ . 1999
v and I~ I(~ the . e1~'and
.~ respectively, of Independent School District 281, a MiImesota
, on behalf of said ~
Q , ~
1~!I.
No ry Public
~!~;,'A.:''',,;'f;;'il'"\.~V,<-:~A,:l':.zlY''~i1l
~. 0. Ll)ND I
~-M!N:"ESOTA
,,,,on ='~.res Jan 31, 20()()
~l!'!
OD~IA'?CDOCS\RIDER\~J XZ3frj
Octcber:!.5. Ill'}')
15
EXHIBIT" A"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Plans
[To be provided by City, EDA and ISD 281]
. :ODMA\PCDOCS\RIDER\~JS230\:5
Octobcr25.19<)<}
EXHIBIT "B"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Form of Facility Use Agreement
FACILITY USE AGREEMENT
AGREEMENT made this di day of (f) d , 1999 by and between the CITY OF
NEW HOPE a Minnesota municipal corporation (hereinafter the "City"), and INDEPENDENT
SCHOOL DISTRICT NO. 281, an independent school district created and existing under the laws
of the State of Minnesota (hereinafter "ISD 281 ").
RECITALS
WHEREAS, ISD 281 is constructing an addition to the existing Cooper High School
gynmasium, on real propelty legally described on Exhibit A attached hereto, which addition shall
consist of a second fully enclosed gymnasium, concessions room, storage areas, rest rooms and
miscellaneous other amenities, all as more fully described and set forth on that site plan attached
hereto as Exhibit B (the "Site Plan") (such addition, together with all amenities therein, hereafter
referred to as the "Facility");
WHEREAS, the New Hope Economic Development Authority, a Minnesota municipal
corporation ("EDA"), and the City are contributing up to $3,250,000.00 towards the cost of
constructing and equipping the Facility from EDA Tax Increment Financing Funds (the actual
amount of such contribution hereinafter referred to as the "Contribution Amount");
WHEREAS, the parties desire to provide for joint use ofthe Facility;
WHEREAS, this Agreement sets forth the rights and obligations of the parties relating to the
joint use of the Facility;
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
Joint Use
1.01 Joint Use. The City and ISD 281 shall jointly use the Facility in accordance with the
terms and conditions set forth herein.
1. 02 Term. TIus Agreement shall be for a term of forty (40) years cOlllillencing 011 the date
of substantial completion of the Facility and expiring on June 30, 2040.
::ODMA\PCDOCS\RIDER\.tJR25'1\..'i
October 2:5. 1999
1.03 Use and Scheduling:. The facility shall be used by the parties as follows:
a.
until 5 :30 p.m.
ISD 281 will have primary use of the Facility on school days from 6:00 a.m.
b. The City will have primary use of the Facility on school days from 5:30 p.m.
until 6:00 a.m., and at all times on Saturdays, Sundays, Summer vacation and any other day that
school is not in session.
c. Each party may schedule gym time during the other party's primary use, with
the primary party's consent which may not be unreasonably withheld if time is available.
d. The City will supervise the Facility when it has primary use of the Facility
and shall hire and pay any building attendant necessary to perform such supervision. Supervision
shall not include maintenance or cleaning which shall be the responsibility of the ISD 281 per
Section 2.02 of this Agreement. City supervision shall only mean supervision of the activity that
is being conducted by, on behalf of, or is the responsibility of the City when the Facility is under
City use (the "Principal Activity"), together \vith supervision of any and all uses or activities
associated with, or related to, such Principal Activity, including without limitation supervision of
such interior or exterior common areas and parking areas as may be used by employees or invitees
of the City in connection with such Principal Activity. However, the City will be responsible for
cleaning the concession room area and equipment after each use by the City. However, ISD 281 will
clean the floors, walls and ceiling of the concession room area as part of general routine cleaning of
the facility. Also, ISD 281 will dispose of all garbage from use of the concession room area on
condition it is properly bagged and placed in a designated area for disposal as determined by ISD
281.
e. The City \vill have reasonable access to the Facility during its primary use
time.
f. ISD 281 will pernlit the City, and its employees, agents and invitees to use
the internal roadway system and school parking lot for access to the Facility, and the school parking
lot for parking purposes, subject to ISD 281' s reasonable rules and regulations.
g. The City will have the exclusive use of the west storage space and the
concession room/area as shown on the Site Plan. ISD 281 agrees it \villnot be permitted use ofthese
areas \vithout the written consent of the City.
h. The City and ISD 281 shall meet at least annually to review the Facility use
schedule.
1.04 Alcohol and Tobacco Policy. The Facility shall be treated as "school ground" as
contemplated by the alcohol control provisions ofMillli. Stat. ~ 624.701; that ISD 281 's alcohol and
OD~I.-\ \J'CDOCS\R1D ER~,~;X25,}',j
O,-'1ob.::r15.1')')'I
2
tobacco policies and regulations, and any additions or amendments thereto, shall apply to the
Facility; that the area should be appropriately posted; and that the City shall withhold access from
groups for alcohol or tobacco violations.
ARTICLE II
Ownership and Maintenance of Facility
2.01 Ownership. ISD 281 is the owner of the Facility, subject to the rights and obligations
of the parties set forth in this Agreement.
2.02 Maintenance and Upkeep. ISD 281 will be responsible for all maintenance, repairs,
replacement and upkeep of the. Facility necessary to keep the Facility in good repair and clean
condition. However, the City acknowledges and agrees it will be responsible for all maintenance,
repair and cleaning of the concession room/area and equipment after each event, referred to in
Section 1.03(g) of this Agreement. ISD 281 shall only be required to clean, repair and maintain the
general structure of the concession room/area including the floor, walls, ceiling, plumbing, heating
and electrical to the concession room/area including the general cleaning referred to in Section
1. 0 3 (g) of this Agreement.
2.03 Operating: Cost and Utilities. The School District will be responsible for all operating
costs relating to the Facility, including providing and paying for all electric, heat, phone, water,
sewer, trash removal and other utilities and services. ISD 281 will maintain adequate temperatures
in the Facility during the City's primary use time to allow comfortable use of the Facility by the
City.
2.04 Insurance. ISD 281 will at its expense insure the Facility, fixtures, furnishings, and
therein against loss or damage by fire and loss or damage by such other risks now or hereafter
embraced by "extended coverage," so called. However, ISD 281 shall not be required to insure the
food service equipment installed by the City in the concession room/area or the sound system
equipment installed in the west storage area. Each party will obtain and maintain during the term
of this Agreement a comprehensive liability insurance policy in at least the amounts specified as to
the extent of liability under Millli. Stat. ~ 466.04. ISD 281 \vill be named as an additional insured
on the City's policy and the City will be named an individual insured on ISO 281 's policy. Each
party shall furnish the other party a certificate of insurance documenting the required coverage.
ARTICLE III
Indemnification
3.01 Indemnification bv ISD 281. ISD 281 hereby indemnifies and holds the City harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the ISD 281 's use of the Facility, or from any act permitted, or any omission to act, in
or about the Facility by ISD 281, or its officers, employees, independent contractors, agents, or
invitees, or from any breach or default by ISD 281 of this Agreement, except to the extent caused
by the City's gross negligence or willful misconduct. In the event any action or proceeding shall be
OD~1.-\\PCDOCS\R:DER' ~;:c 5'1.:;
OClob<.'f25.1')')'/
..,
.J
brought against the City by reason of any such claim, ISD 281 shall defend the same at ISD 281's
expense by counsel reasonably satisfactory to the City. The provisions of this Section 3.01 shall
survive any termination of this Agreement.
3.02 Indemnification bv Citv. The City hereby indemnifies and holds ISD 281 harnlless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the City's use of the Facility, or from any act permitted, or any omission to act, in or
about the Facility by the City, or its officers, employees, independent contractors, agents, or invitees,
or from any breach or default by the City of this Agreement, except to the extent caused by the ISD
281's gross negligence or willful misconduct. In the event any action or proceeding shall be brought
against ISD 281 by reason of any such claim, the City shall defend the same at the City's expense by
counsel reasonably satisfactory to ISD 281. The provisions of this Section 3.02 shall survive any
termination of this Agreement.
ARTICLE IV
Dispute Resolution
4.01 If a dispute develops between the parties regarding interpretation of the rights and
obligations of the parties under this Agreement, such disputes shall be referred to the next
administrative level of the respective bodies who shall attempt to settle the dispute. Such referral
shall continue to succeeding levels of the respective bodies until all administrative levels have been
exhausted; provided, however, all such administrative levels shall be deemed to have been exhausted
in the event such dispute remains unresolved in whole or in part for a period of sixty (60) days from
and after the date of initial occurrence of the dispute. In the case of any dispute which also involves
a material breach authorizing the nonbreaching party to exercise its rights under Section 5.01 of this
Agreement, the nonbreaching party shall be entitled, but not required, to exercise its rights under
Section 5.01 concurrent with any exercise of rights under this Section 4.01. If the dispute cannot be
resolved in accordance with this Section 4.01, either party may (except to the extent theretofore
exercised under Section 5.01 as hereinabove permitted) then exercise any and all of the rights and
remedies available to such party under applicable law.
ARTICLE V
Termination
5.01 Termination for Cause. In the event of any material breach of any of the ternlS of this
Agreement, the party alleging the breach may, in addition to, and not in lieu of, any other remedies
available to such party under Section 4.01 of this Agreement or otherwise under applicable law, seek
to terminate this Agreement by giving the breaching party written notice specifying the nature of the
breach. If the breach is not remedied within thirty (30) days of the date of delivery of such notice,
or if additional breaches of a materially similar nature occur within the thirty (30) day period
following the date of delivery of said notice, the party alleging the breach may send the breaching
party a second \vritten notice setting forth the time, place and date of a meeting to discuss the breach,
the time, date and place for which shall in all respects be reasonable and shall specify a date not later
:OD:-'f.-\";?CDOC.S\RIDEK."'; ~X15'}'5
Oc1oo",rl.'i.I')"'J
4
than ten (10) days from the date of such written notice. The Superintendent for the District or his
or her designee(s) and the City Manager for the City or his or her designee(s) shall attend such
meeting. If the breach continues for more than thirty (30) days after the date of such meeting, the
party alleging the breach may send a final written notice of termination to the breaching party
terminating this Agreement effective upon the date of delivery of such notice.
5.02 Termination Without Cause. This Agreement may be terminated without cause as
follows:
a. Either party may terminate this Agreement prior to the aViard of contract to
construct the Facility by giving \vritten notice of such termination to the other. ISD 281 shall give
the City ten (10) days written notice of its intent to award a contract. If this Agreement is terminated
in accordance with this Section 5.02(a), any and all actual out-of-pocket costs incurred by the
non-terminating party shall be paid by the terminating party.
b. Commencing as of calendar year 2001, ISD 281 may terminate this
Agreement, effective as of June 30 of any calendar year, upon delivery to the City, on or before
February 1 of such calendar year, ofadvance written notice of termination (an "Early Termination").
In the event of an Early Termination, ISD 281 shall, on or before the effective date of such Early
Termination, pay to the City the sum of the unamortized portion of the Contribution Amount,
inclusive of interest calculated at a fixed rate of interest equal to five percent (5%) per annum, in
accordance with the Ternlination Fee Schedule attached hereto as Exhibit C (the "Termination Fee").
Said Termination Fee shall be the City's sole and exclusive remedy for the Early Termination, and
the City hereby waives any and all rights to specific performance, damages, or any other remedy
available in equity or in law.
ARTICLE VI
Miscellaneous
6.01 Building: Securitv. Upon completion of construction of the Facility, ISD 281 shall
issue to the City a reasonable number of keys and/or security cards for the exterior doors to the
Facility, together with any lockable interior doors thereto, if any, for which the City is entitled to
access pursuant to the terms and provisions of this Agreement. On all days during which ISD 281
is entitled to priority of use in accordance with Section 1.03(a) of this Agreement, ISD shall be
responsible for opening up the Facility. On all days during which the City is entitled to priority of
use in accordance \vith Section 1.03(b) of this Agreement, the City shall be responsible for opening
up the Facility. The City shall at all times during the term of this Agreement be responsible for
closing and securing the Facility, including without limitation securing all exterior doors to the
Facility. The procedures and requirements applicable to the issuance of keys and/or security cards,
and to the opening, closing and securing of the Facility, shall be in accordance with such reasonable
rules and regulations as ISD 281 may issue from time to time. The City hereby agrees to indemnify
and defend ISD 281 from and against any and all claims, demands, liabilities, and expenses,
'OD~.I:\ 'PCDOCS\R I DER \.j'X"!.:")\5
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5
including attorney's fees, arising from any failure by the City to perform its responsibilities for
closing and securing the Facility in accordance with this Agreement.
6.02 Relationship of Parties. The parties hereto agree that it is their intention hereby to
create only the relationships of licensor and licensee, and no provision hereof, or act of either party
hereunder, shall ever be construed as creating the relationship of lessor and lessee, principal and
agent, or a partnership, joint venture or enterprise between the parties hereto.
6.03 Assig:nment. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party.
6.04 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
pernlitted successors and assigns.
6.05 Severabilitv. If any prOVISIOns of this Agreement shall be declared invalid or
unenforceable, the remainder of this Agreement shall continue in full force and effect.
6.06 Governing: Law. This Agreement shall in all respects be governed by and interpreted
under the laws of the State of Minnesota.
::OD~IA"PCDOCS\R IDER"~.;X25';\5
0;:1obcr15.1')')')
6
IN WITNESS WHEREOF, the parties have subscribed their names as of the day and year
first above written.
INDEPENDENT SCHOOL DISTRICT
NO. 281
By
Its
By
Its
CITY OF NE\V HOPE
/J ~ ;:;
By 2{gX(t;~/f-e4
Its Mayor
J{ ('1) ) /1
By ~~~'U-k-.-l{UA.....
Its City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
'(he forc:going instrument was acknowledged before me this~ day of ((7 (t /t ,1999,
by lU I!tIL-c (Ilr /( and j){IfYf'LflJ6flcJUf- ,respectively the Mayor and City Manager of the
City of New Hope, a Minnesota municipal corporation, on behalf of the corporation and pursuant
to the authority granted by its City Council.
VALERIE J. LEONE
NOTARY PUBLIC - MINNESOTA
My Commission ExpIres
J8nuary 31. 2000
Y;muL~lL
Notary Public
::OD~ IA\PCDOCS\RIDER\~ :;X25')\5
October!,. I'}')'}
7
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
"a5 }J~."..(.
before me thi~ day of I ~ , 1999
by , the~~~and
School District No. 281 on behalf of said
.
JUDITH D. LUND I
NOTARY PUBLIC. MINNESOTA
My Commission Expires Jan. 31, 2000
III
pf/)~
Notar Public \
::OD~tA\.PCDOCS\R IDER \~J:C.5'r,5
Cktobcr15.1'J'J'J
8
Parcell:
Parcel 2:
::OD~1A,\PCDOCS\RIDER\43 8259\5
October 25. 1999
EXHIBIT A
TO FACILITY USE AGREEMENT
Legal Description
East Yi of the Northwest Y4 of the Southeast Y4,
Section 7, Township 118, Range 21 according to the
Govermnent Survey thereof, excepting the South 30
feet of the East 30 feet thereof.
West Yi (W Yi) of the Northeast Y4 (NE Y4) of the
Southeast Y4 (SE Y4), Section 7, Township 118, Range
21, according to the Government Survey thereof,
excepting therefrom:
(a) The South 30 feet of the West Yi (W Yi) of the
Northeast Y4 (NE Y4) of the Southeast Y4 (SE
Y4), Section 7, Township 118, Range 21; and
(b) That part of the Northeast Y4 (NE Y4) of the
Southeast Y4 (SE Y4), Section 7, Township
118, Range 21, lying North of 47th Avenue
North and lying between a line drawn 30 feet
West of and parallel to the westerly line of
Virginia Avenue North and the westerly line
of Virginia Avenue North as platted in
LYlU1Croft Addition.
EXHIBIT B
TO FACILITY USE AGREEMENT
Site Plan
FLOOR PLAN
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EXHIBIT C
TO FACILITY USE AGREEMENT
Termination Fee Schedule
TERMINATION TERMINA TrON TERMINA TrON TERMINATION
DATE FEE DATE FEE
June 30, 2001 $3,223,096 June 30, 2021 $2,289,008
June 30, 2002 $3,194,847 June 30, 2022 $2,214,055
June 30, 2003 $3,165,185 June 30, 2023 $2,135,354
June 30, 2004 $3,134,040 June 30, 2024 $2,052,717
June 30, 2005 $3,101,338 June 30, 2025 $1,965,949
June 30, 2006 $3,067,001 June 30, 2026 $1,874,842
June 30, 2007 $3,030,947 June 30, 2027 $1,779,181
June 30, 2008 $2,993,091 June 30, 2028 $1,678,736
June 30, 2009 $2,953,341 June 30, 2029 $1,573,268
June 30,2010 $2,911,604 June 30, 2030 $1,462,528
June 30, 2011 $2,867,780 June 30, 2031 $1,346,250
June 30, 2012 $2,821,765 June 30, 2032 $1,224,159
Jtme 30,2013 $2,773,449 June 30, 2033 $1,095,962
June 30, 2014 $2,722,718 June 30, 2034 $961,357
June 30, 2015 $2,669,450 June 30, 2035 $820,020
June 30, 2016 $2,613,518 June 30, 2036 $671,617
June 30, 2017 $2,554,790 June 30, 2037 $515,794
June 30, 2018 $2,493,126 June 30, 2038 $352,180
June 30, 2019 $2,428,378 June 30, 2039 $180,385
June 30, 2020 $2,360,393 June 30, 2040 $0.00
::OD:-'1A \PCDOCS\RIDER\43S25'i\.5
October 25. 19'19
EXHIBIT "C"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Form of Draw Requisition
,20_
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
Attention: Daniel J. Donahue
City Manager
Re: Cooper High School Gymnasium Expansion, Tennis Court Construction and
Related Work/Payment Request No._
Dear Mr. Donahue:
The attached invoices, sUll1ffiarized on Exhibit A attached hereto, represent work performed
in connection with the "Project", as that term is defined in that Cooper Gym Expansion Development
Agreement, dated , 1999, by and between Independent School District No. 281 and the
City of New Hope. The total amount of the requested payment equals $
Please submit the City's payment to my attention at the District. Please call me at 504-8037
if you have any questions. Thank you.
Sincerely,
INDEPENDENT SCHOOL DISTRlCT
NO. 281
By
Thomas H. Walerius
Senior Associate for Business Services
::ODMA \?CDOCS\RIDER\~3S23(l\5
October 25. 1999
EXHIBIT A
TO
FORM OF DRAW REQUISITION
Cooper High School Gymnasium Expansion,
Tennis Court Construction and Related Work
Payment Request No. _
Date:
,2000
INVOICE INVOICE INVOICE TOTAL
VENDOR NO. DATE AMOUNT BY VENDOR
TOT AL: $
::om.fA \PCDOCS\RIDER\-'3};230\5
October 25. 1<)99
EXIDBIT "D"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Legal Description of Real Estate
Parcell:
East Yz of the Northwest ~ of the Southeast ~,
Section 7, Township 118, Range 21 according to the
Government Survey thereof, excepting the South 30
feet of the East 30 feet thereof.
Parcel 2:
West Yz (W Yz) of the Northeast ~ (NE ~) of the
Southeast ~ (SE ~), Section 7, Township 118, Range
21, according to the Govemment Survey thereof,
excepting therefrom:
(a) The South 30 feet of the West Yz (W Yz) of the
NOltheast ~ (NE ~) of the Southeast ~ (SE
Y4), Section 7, Township 118, Range 21; and
(b) That part of the Northeast ~ (NE ~) of the
Southeast ~ (SE ~), Section 7, Township
118, Range 21, lying North of 47th Avenue
North and lying between a line drawn 30 feet
West of and parallel to the westerly line of
Virginia Avenue North and the westerly line
of Virginia Avenue North as platted in
LYlU1croft Addition.
: :ODMA \PCDOCS\RIDER\4)S230\S
October!5. !\}'-)<)
EXHIBIT "E"
TO
COOPER GYM EXPANSION DEVELOPMENT AGREEMENT
Project Cost Sharing Schedule
The following table provides an allocation of Project-related costs as between the City and
ISD 281:
PERCENT AGE OF RESPONSIBILITY
DESCRIPTION OF WORK CITyl ISD 2812
Construction:
. Site Construction, Parking and Drainage, 100% 0%
Perimeter Walks, Plantings along 47th
A venue, Utilities (Sanitary Sewer, Storm
Sewer, Water and Gas), and Related
Work
. Accessible Route to Ballfields, and 30% 70%
Related Work, TelU1is Court
Construction (including construction of 7
courts and related fencing, screen
planting, access paths and drainage
work), and Related Work
. Gymnasium Facility (including general 100% 0%
building construction, mechanical and
electrical work), and Related Work
IThe City's percentage of responsibility is as shown in this table subject only to the
requirement that the City's aggregate percentage of responsibility for the entire Project shall in
no event exceed the Contribution Amount.
2ISD 281's percentage of responsibility is subject to increase for any Projected-related
costs, normally allocable to the City in accordance with the City's percentage of responsibility as
set forth in this table, which exceed the Contribution Amount.
::ODMA\PCDOCS\RIDER\438BO\5
October 25. 1999
EDA
REQUEST FOR ACTION
Community Development,
Parks & Recreation
Approved for Agenda
10/25/99
Agenda Section
OIigLT1ating Department
By:
Kirk McDonald, Shari French
By:
EDA
Item No.
4
RESOLUTION APPROVING THE COOPER GYM EXPANSION DEVELOPMENT AGREEMENT AND
FACILITY USE AGREEMENT (IMPROVEMENT PROJECT #662)
ACTION REQUESTED
Staff requests that the EDA approve the attached resolution approving the Cooper Gym Expansion
Development Agreement and Facility Use Agreement, which was prepared by the City Attorney. Final
draft copies of each of the Agreements are also enclosed.
POLICY/PAST PRACTICE
The EDA's direction to the staff in the past has been to prepare Development and Facility Use
Agreements that outline the terms and conditions under which the City and School District will participate
in this project.
BACKGROUND
In April, the City Council met with representatives of the School District at a City Council Worksession to
discuss options to add gyms to Cooper High School, after staff had met with District representatives
earlier in the year to discuss community/school district needs and design options. The Council was
favorable toward the proposal and directed that a public hearing be scheduled to consider modifying the
redevelopment and tax increment financing plans to include the Cooper High School property in an area
where tax increment financing (TIF) funds could be utilized for community center and recreational
purposes.
On June 28th, said public hearing was conducted and the Council and EDA approved resolutions
modifying the redevelopment and tax increment financing plans to allow the expenditure of up to $3.25
million on the Cooper gyms expansion project, which also includes the reconstruction of tennis courts on
the site with costs being prorated between the two entities. The approval of the resolutions authorized the
use of TIF funds for the project, but did not commit the City to the project. Prior to a financial commitment.
two additional steps needed to be taken:
1. Approval of the plans and zoning code approval for the expansion, and
2. The appropriate agreements needed to be drafted.
MOTION BY ({i,C.lt-t'i/L
TO: llat&7:Jt (~1)4 I?L<-;
fI
SECOND BY
99-//
RFA-OOl
Request For Action
Page 2
In July, the plans were reviewed by the Planning Commission and the Commission recommended
approval of the conditional use permit amendment request to the City Council. On August 9th, the City
Council accepted the recommendation from the Commission and approved the plans and the CUP
amendment request. Subsequent to the approval, staff and the City Attorney have been coordinating with
the School District on the appropriate agreements.
One of the issues that the City Council wanted addressed prior to consideration of the Cooper Gyms
Agreement was the Ice Arena Rental Agreement. The School District approved an agreement acceptable
to the City on October 4th, and the City Council approved the agreement on October 11th.
With all of the above steps being completed, the EDA is now being requested to approve the final two
agreements for the Cooper gyms project. Per the City Attorney's correspondence, the agreements outline
the City/EDA's intent to provide Independent School District No. 281 with a $3,250,000 grant, primarily for
the addition of new gyms at Cooper High School. In consideration for the contribution, the School District
will provide the City with priority use of the gym facilities. The agreements are further defined by the City
Attorney as follows:
DEVELOPMENT AGREEMENT
The Development Agreement sets forth the terms and conditions under which the $3.25 million grant will
be disbursed to the School District during the construction phase of the project. The Development
Agreement indicates that so long as the project is constructed in accordance with the construction
contract and plans approved by the City and the Facility Use Agreement is signed by the School District,
the School District will not be required to repay any portion of the grant. Also, the Development
Agreement limits the City's contribution to no more than $3.25 million and from that amount, the City will
pay for all of its engineering and legal costs, bond issuance costs, concession room equipment costs, and
music equipment and sound system costs which will be incorporated into the project.
FACILITY USE AGREEMENT
The Facility Use Agreement sets forth the City's right to use the expanded gym facility for a 40-year term.
Section 1.03 of the Facility Use Agreement describes how the City will be able to use the facility. The City
will have the primary use of the facility during those times that school is not in session. This will be
primarily on school days from 5:30 p.m. until 6:00 a.m. and at all times on Saturdays, Sundays and
summer vacations. The Facility Use Agreement also sets forth a repayment schedule in Section 5.02 in
the event the School District terminated this agreement prior to the expiration of its 40-year term. The 40-
year term is established by Section 1.02 of the Agreement. This length of time was used in that 40 years
is considered the economic life of the facility for accounting purposes.
The City Attorney and Director of Parks and Recreation will be present at the EDA meeting to review the
Agreements in more detail and answer questions. A representative from the School District will also be
present.
Staff recommends approval of the resolution approving the Agreements.
ATTACHMENTS
Resolution
October 19th City Attorney correspondence
Development Agreement
Facility Use Agreement
GORDON L. JENSEN*
WILLIAM G. SWANSON
STEVEN A. SONDRALL
MARTIN P. MALECHA
C. ALDEN PEARSONt
JULIE A. THILL
OF COUNSEL
LORENS Q. BRYNESTAD
'Real Property Law Specialist
Cenitiod By The
Minn~sOta Stall: Bar
Association
tQualiriod ADR Neutral
JENSEN SWANSON & SONDRALL, P.A.
;:J.ttorneys At Law
8525 EDINBROOK CROSSING, STE. 201
BROOKLYN PARK, MINNESOTA 55443-1999
TELEPHONE (612) 424-8811 . TELEFA..X (612) 493-5193
E-MAIL jss@jsspa.com
October 19, 1999
Kirk McDonald
Community Development Director
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
Re: Cooper Gym Expansion Development Agreement and Facility Use Agreement
Our File No.: 99.11231
Dear Kirk:
Please find enclosed for consideration at the October 25, 1999 Council and EDA meetings
two proposed Resolutions Approving the Cooper Gym Expansion Development Agreement
and Facility Use Agreement. Also enclosed are proposed drafts of each agreement.
As you know, it is the City/EDA's intent to provide the Independent School District No.
281 with a $3,250,000 grant for the expansion of the Cooper High School Gym. It is my
understanding these dollars will come from the City/EDA's existing tax increment
financing funds. In consideration for the City's contribution, Independent School District
No. 281 will provide the City with a priority use of the expanded Cooper Gym pursuant
to the terms of the Facility Use Agreement being approved by the enclosed Resolution.
Basically, the Development Agreement sets forth the terms and conditions under which the
$3.25 Million grant will be disbursed to the School District during the construction phase
of the project. The Development Agreement indicates that as long as the project is
constructed in accordance with the construction contract and plans approved by the City
and the Facility Use Agreement is signed by the School District, the School District will
not be required to repay any portion of the grant. Also, the Development Agreement
limits the City's contribution to no more than $3.25 Million and from that amount, the City
will pay for all of its engineering and legal costs, bond issuance costs, concession room
equipment costs, and music equipment and sound system costs which will be incorporated
into the project.
October 19, 1999
Page 2
The Facility Use Agreement sets forth the City's right to use the expanded gym facility for a 40 year term.
Section 1.03 of the Facility Use Agreement describes how the City will be able to use the facility.
Basically, the City will have the primary use of the facility during those times that school is not in session.
This \vill be primarily on school days from 5:30 p.m. until 6:00 a.m. and at all times on Saturdays,
Sundays and summer vacations. The Facility Use Agreement also sets forth a repayment schedule in
Section 5.02 in the event the School District terminated this agreement prior to the expiration of its 40 year
term. The 40 year term is established by Section 1.02 of the Agreement. This length of time was used
in that 40 years is considered the economic life of the facility for accounting purposes.
If you have any questions or comments regarding the Resolution, the enclosed documents or this letter,
please contact me.
Very truly yours,
Steven A. Sondrall
JENSEN SWANSON & SONDRALL, P.A.
Enclosures
cc: Shari French
Dan Donahue
Valerie Leone
CNHI1231-01.Kirk LtLwpd
EDA RESOLUTION NO. 99- 11
RESOLUTION APPROVING THE
COOPER GYM EXPANSION DEVELOPMENT
AGREEMENT AND FACILITY USE AGREEMENT
BE IT RESOLVED by the Board of Commissioners of the Economic Development
Authority in and for the City of New Hope as follows:
WHEREAS, the Economic Development Authority in and for the City of New Hope
(hereafter "EDA ") and the City of New Hope (hereafter "City") both adopted resolutions at their
respective June 28, 1999 meetings approving a 1999 amendment to the Master Modification to
Redevelopment Plans and Tax Increment Financing Plans initially approved on July 25, 1994, and
WHEREAS, the purpose of the 1999 amendment was to allow for the payment of public
redevelopment costs of the City and EDA for construction of a gym addition/expansion to Cooper
High School located at 8230 - 47th Avenue North in the City of New Hope with tax increment
revenue to be derived from the EDA's TIF districts, and
WHEREAS, the City and EDA have agreed to contribute an amount not greater than
$3,250,000 to the Independent School District No. 281 (hereafter "ISD 281") for construction by
ISD 281 of a gym expansion at Cooper High School, and
WHEREAS, in consideration for this financial contribution by the City and EDA, ISD 281
will agree to enter into a Cooper Gym Expansion Development Agreement (attached hereto as
Exhibit A) and a Facility Use Agreement (attached hereto as Exhibit B), and
WHEREAS, the Cooper Gym Expansion Development Agreement sets forth the terms and
conditions regarding the manner in which the $3.25 Million TIF fund will be used to construct
the gym expansion project and the Facility Use Agreement sets forth the manner in which the City
will be permitted to use the gym expansion during certain periods when it is not in use for school
purposes, and
WHEREAS, the respective bodies of the City, EDA and ISD 281 have reviewed Exhibits
A and B attached to this Resolution and have determined that the attached exhibits accurately set
forth the understanding and agreements between the respective parties.
NOW, THEREFORE, BE IT RESOLVED:
-1-
1. The Board of Commissioners of the Economic Development Authority in and for
the City of New Hope hereby approves the Cooper Gym Expansion Development Agreement and
the Facility Use Agreement attached hereto as Exhibits A and B.
2. That the President and Executive Director are hereby authorized and directed to
sign the documents and that the Executive Director is hereby authorized and directed to take all
necessary steps to implement the terms and conditions of the Cooper Gym Expansion
Development Agreement and the Facility Use Agreement.
Dated the 25th day of Oc taber
1999
, -
~
W. Peter Enck, President
Attest:
M~
Damel J. Do ue, Executive Director
P:\Auom:y\Cnh R.esolutions\EDA R::so. Coo~r G:ym Appro\'al.\4-pd
-2-
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original document : F:\DOCW,INTS\JDCARPEN'\AG1>IT_RE\9#5203!.WPD
and revised document: F:\DOCW,INTS\JDCARPEl'<'\AG1>IT_RE\9#5204!.WPD
CompareRite found 21 change(s) in the text
CompareRite found 3 change(s) in the notes
Deletions appear as struck~through text
Additions appear as bold+dbl underlined text
COOPER GYM EXPANSION
DEVELOPMENT AGREEMENT
THIS AGREEMENT is made and entered into on , 1999, by and between
INDEPENDENT SCHOOL DISTRICT NO. 281, an independent school district created and
existing under the laws of the State of Minnesota (hereinafter referred to as "ISD 281 "), with its
principal place of business located at Education Service Center, 4148 'Winnetka Avenue N orth, New
Hope, MN 55427-1288, the CITY OF NE\V HOPE, a Minnesota Municipal Corporation
(hereinafter referred to as "City") and the ECONOMIC DEVELOPMENT AUTHORITY in and
for the City of New Hope, a Minnesota municipal corporation (hereinafter referred to as "EDA")
with their principal place of business located at 4401 Xylon Avenue North, Ne\v Hope, MN 55428.
RECIT ALS
\VHEREAS, the EDA and the City both adopted resolutions at their respective June 28,1999
meetings approving a 1999 amendment to the Master Modification To Redevelopment Plans and
Tax Increment Financing Plans initially approved on July 25, 1994; and
WHEREAS, the purpose of the 1999 amendment is to allow for the payment of public
redevelopment costs of the City and EDA for construction of a gym addition/expansion to Cooper
High School located at 8230 - 47th Avenue North in the City of New Hope with tax increment
revenue to be derived from the EDA's TIF Districts; and
WHEREAS, the City and EDA have agreed to contribute an amount not greater than
$3,250,000.00 to ISD 281 for construction by ISD 281 of a gym expansion and tennis court
addition at Cooper High School in accoldancc v\ith . tOl!ether with certain related site
improvement and other work (collectivelv. the "Project"). all as more fullv described and set
forth in the plans and specifications attached hereto as Exhibit A (together with any and all exhibits,
amendments, modifications and change orders thereto, collectively referred to herein as the "Plans");
and
\VHEREAS, in consideration for this financial contribution by the City and EDA, ISD 281
agrees to enter into a Facility Use Agreement with the City, in the form attached as Exhibit B (the
"Facility Use Agreement") permitting the City to have primary use of the gym expansion during
certain periods when the gym expansion is not in use for school purposes as set forth in the Facility
Use Agreement; and
P:\..-\ttom;::.'.SAS'Documents\Cooper Gym Expansion De...:lopment Ag~ment1
Octobcr:!.I.1999
WHEREAS, in further consideration for the City's and EDA's financial contribution, ISD
281 agrees to use the funds and construct the gym addition/expansion in accordance with the terms
and conditions of this Cooper Gym Expansion Development Agreement.
ARTICLE I
Definitions
Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have
the meanings set out respectively after each (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
(a) "Advance" - In each instance, an advance made or to be made by the City and/or EDA
to ISD 281 pursuant to Article II hereof.
(b) "Architect" - Wold Architects and Engineers, which \vill administer the Construction
Contract Documents.
( c) "Completion Date" - June 1,2001 (unless ISD 281 shall extend such date in wTiting,
then the Completion Date shall be such later date), being the date of required completion of the
Project.
(d) "Construction Contract" - The construction contract to be entered into between
ISD 281 and the General Contractor regarding the construction of the Proj ect.
(e) "Construction Contract Documents" - The document or documents, including without
limitation the Construction Contract and the Plans, which, together with any and all exhibits,
amendments, modifications and change orders thereto, collectively form the contract or contracts
between ISD 281 and the General Contractor concerning construction and/or rehabilitation of the
Project.
(t) "Contribution Amount" - This term shall have the meanmg ascribed to it 111
Section 2.01 below.
(g) "Draw Requisition" - The draw requisition, in the form attached hereto as Exhibit C,
which is to be submitted to the City when an Advance is requested, and which is referred to in
Section 2.02 hereof.
(h) "Elllrineer" - KARGES-FAULCONBRIDGE, INC., a Minnesota corporation.
ill "Event of Default (CitvIEDA )" - One of the events of default specified in Section
6.01(b) hereof.
P:\AHornc:yiSAS\Do..-umems'.Cooper G:<m E....:pansion DC\'elopment Agre:em:::nL2
October 21. t 999
2
wID "Event of Default (lSD 281 )" - One of the events of default specified in Section
6.01(a) hereof.
67{kl "Facility Use AlZreement" - This term shall have the meaning ascribed to it in the
Recitals above.
tkJill "General Contractor" - The person or entity selected by ISD 281 to serve as the
general contractor for the Project.
ffl(m) "Inspecting: Official" - The City Building Official or City Engineer, Bonestroo,
Rosene, Anderlik & Associates.
fmJilll "Plans" - This term shall have the meaning ascribed to it in the Recitals above.
Cn) 'TlOjeet" - The expansion of the Cooper nigh School Gym and suIlounding athletic fields
as dCSCIibcd in the rlans.{Ql "Project" - This term shall have the meanin2: ascribed to it in the
Recitals above.
toJUil "Real Estate" - The land upon which the Project is located, described on Exhibit D
attached hereto, commonly known as Cooper High School located in the City of New Hope.
WiRl "Subcontractor" - Any person, other than the General Contractor, who shall be
engaged to work on, or to furnish materials and supplies for, the Project.
ARTICLE II
Commitment to Make Contribution
Section 2.01 City Contribution/Cost SharinlZ. The City and EDA agree, subject to the
conditions hereinafter set forth, to contribute to ISD 281 in an aggregate principal amount not to
exceed Three Million Two Hundred Fifty Thousand ($3,250,000.00) (the "Contribution Amount")
for construction of the Project. ISD 281 shall not be obligated to repay the City or EDA any portion
of this contribution if the Project is completed substantially in accordance with the Plans and the
Facility Use Agreement is entered into by the parties. subject onlv to the obli2:ation ofISD 281 to
pav the Termination Fee in the event of anv termination of the Facilitv Use A2:reement in
accordance with Section 5.02(b) thereof. The total construction cost for the Project is estimated
at $ . The parties \vill share the Project costs as set forth in the Project Cost
Sharing Schedule attached hereto as Exhibit E. Not withstanding this agreement to share
construction costs, in no event will the City be required to contribute more than the Contribution
Amount to the cost for the Project. ISD 281 also acknowledges and agrees that the City's costs for
those items described in Section 2.01(a) below will be paid from and included as part of the
Contribution Amount. ISD 281 further acknowledges and agrees that the costs of ISD 281 for
P:\Attomey\SAS\Documents\Cooper G~'m E.'l:p.1nsion Ixye!e-pment Agreementl
Ck1ob:r 21. 1999
..,
.J
purchase of equipment described in Section 2.0 1 (b) below shall not be paid from the Contribution
Amount. The net effect of this cost sharing provision is that the entire Contribution Amount will
not be available to ISD 281 solely for construction costs, but will additionally include those costs
described in Section 2.01(a) below.
(a) City's Costs. ISD 281 acknowledges and agrees the City intends to sell bonds to
finance the Contribution Amount. ISD 281 further acknowledges and agrees the City intends to
make equipment purchases for (i) the concession room to be constructed as part of the Project, and
(ii) a music/sound system to be installed as part of the Project. As herein agreed, these costs will be
paid from the Contribution Amount. The City's costs to be funded from the Contribution Amount
are estimated as follows:
(i) general engineering and legal costs - $25,000.00
(ii) bond issuance costs - $75,000.00 (including consultant and bond attorney fees)
(iii) all concession room equipment (coolers, freezers, cookers, pop machine, etc.)
-$10,000.00
(iv) music equipment/sound system - $5,000.00
The parties agree the referenced costs are estimated and that the actual costs incurred by the City will
be controlling to determine the remaining Contribution Amount available to ISD 281 for
construction costs.
(b) ISD 281 Excluded Costs. ISD 281 further acknowledges and agrees that its costs for
the following items \vill not be funded from the Contribution Amount:
(i) V olleyball standards and nets
(ii) All tennis nets, wind screens, poles, flags and bleachers for tennis courts
(iii) All equipment needed for the ball fields including but not limited to bleachers and
scoreboards
Section 2.02 Draw Requisitions. Whenever ISD 281 requires an advance hereunder, which
shall be no more often than monthly, ISD 281 shall submit to the City a Draw Requisition, duly
completed and executed on behalf of the ISD 281, setting forth the information requested therein.
Each Draw Requisition shall be certified as true and accurate by the Architect relative to the
percentage of work completed on which payment is requested. Each DraYv Requisition with respect
to construction items shall be limited to amounts equal to (i) the amount of work actually completed,
plus (ii) the value of materials and equipment not incorporated in the Project, but delivered and
suitably stored on or off the Project site in a manner reasonably acceptable to City, less (iii) any
P:\Attomey\SASDo.."UmenlS\Coopcr Gym Expansion [)e-,-elopmi:nt Agreement!
CXtober21.199'1}
4
retainage required under the Construction Contract (in an amount not less than five percent (5%) of
the contract amount, or portion thereof (except as to Draw Requisitions to fund the retainage in
accordance with the Construction Contract)), and (iv) less prior Advances, to the extent such prior
Advances consisted of prepayments of any of the foregoing.
At the time of submission of each Draw Requisition, ISD 281 shall submit to the City the
following:
(a) A waiver of mechanic's lien and/or materialman's lien, executed by the General
Contractor in the amount of the lienable costs of the Project payable from the requested advance,
together with a waiver of mechanic's lien and/or materialman's lien, executed by each Subcontractor,
to which any portion of the immediately preceding Advance ("Prior Advance"), if any, was paid,
covering liens for all work done and materials supplied for which disbursement was made from the
Prior Advance, in the form reasonably required by the City.
(b) Such other supporting evidence as may be reasonably requested by the City to
substantiate all payments which are to be made out of the relevant Draw Requisition and/or to
substantiate all payments then made with respect to the Project.
(c) Satisfactory evidence that all work then requiring inspection by municipal or other
governmental authorities having jurisdiction has been duly inspected and approved by such
jurisdiction, and that all then required certificates of occupancy and other approvals by municipal
or other governmental authorities having jurisdiction have been issued.
If on the date an Advance is desired, ISD 281 has performed all of its agreements and
complied with all requirements therefore to be performed or complied with hereunder, and the
Inspecting Official approves the relevant Draw Requisition, which approval shall not be
unreasonably withheld, the City shall disburse such funds directly to ISD 281 on such date. If the
Inspecting Official does not so approve the Draw Requisition, the Draw Requisition shall
nevertheless be deemed approved in the event the City fails to notify ISD 281 in wTiting of the
reason for such disapproval within five (5) business days of either the City's receipt of the Draw
Requisition.
Section 2.03 City Inspections. City shall have the right but not the obligation, and solely
for its own protection, to make such inspections of the improvements as it deems advisable. ISD 281
acknowledges that it does not and shall not reply upon any inspections which City may make
pursuant hereto. City and its agents, inspectors, and employees may enter upon the Real Estate at
any reasonable time to inspect the progress of construction. City is not responsible for seeing that
the improvements are constructed in accordance with the Plans, that the improvements contemplated
under the Construction Contract Documents will be completed, that sufficient funds \vill be available
for completion, or that the design, engineering details, or architectural features are adequate or
appropriate. City shall also not be required to provide architectural supervision of construction or
any services related to construction quality control or judgment. All inspections by, or on behalf of,
P:\AttomeyiSASDocumenls',Cooper Gym E.'\:p:ansion Oc\'elopme-m Agrc::::ment1
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5
the City in accordance with this Section 2.03 shall be at the City's sole cost and expense, payment
for which shall be in addition to, and not as part of, the amount of the Contribution Amount.
Section 2.04 Advances Without Receipt of Draw Requisition. Notwithstanding anything
herein to the contrary, the City shall have the irrevocable right at any time and from time to time, to
apply funds which it agrees to advance hereunder to pay any and all of the expenses referred to in
Section 7.04 hereof, all without receipt of a Draw Requisition for funds from ISD 281.
ARTICLE III
Conditions of Funding
Section 3.01 Condition Precedent to Anv Advance. The obligation of the City to approve
Advances hereunder shall be subject to the condition precedent that it shall have received the
following on or before the date of the initial draw request:
(a) The Plans.
(b) A copy of the fully executed Construction Contract Documents, with such contracts
being reasonably acceptable to the City.
(c) A sworn construction statement duly executed on behalf of ISD 281, in form and
substance reasonably satisfactory to the City, showing all incurred and anticipated costs and expenses
for construction of the Project.
(d)
obtained.
Evidence reasonably satisfactory to the City that all then required permits have been
( e) Copies of, or binders for the delivery of, or certificates evidencing, the policy of fire
and extended coverage and comprehensive general liability insurance required under Section 5.01 ( c)
hereof, with all such insurance in full force and effect.
(f) The Facility Use Agreement duly executed by ISD 281.
(g) Any and all such other documents and agreements which City deems reasonably
necessary to establish that there are sufficient additional funds, after giving effect to the City's
Advance and in addition to the remainder of the Contribution Amount, to pay for the unfunded
portion of the work remaining to be performed under the Construction Contract Documents.
Section 3.02 Further Conditions Precedent to Anv Advance. The obligation ofthe City to
make any Advance hereunder shall also be subject to the following conditions precedent:
P:\.-\uomC)"~SAS\DocumenlS\Cooper Gym E.xpansion Development Agreemenl1
October 21. 1999
6
(a) No Event of Default (ISD 281) hereunder, or event which would constitute such an
Event of Default (ISD 281) but for the requirement that notice be given or that a period of grace or
time elapse, shall have occurred and be continuing.
ARTICLE IV
Representations and Warranties
Section 4.0 1 Representations and Warranties ofISD 281. ISD 281 represents and warrants
as follows:
(a) The execution of this Agreement, the Facility Use Agreement and any and all other
documents referred to herein to which ISD 281 is a party, are within the powers of ISD 281 and do
not violate any provision of law to which ISD 281 is subject.
(b) This Agreement, the Facility Use Agreement and any and all other docUll1ents referred
to herein to which ISD 281 is a party, are the legal, valid and binding obligations of ISD 281
enforceable against ISD 281 in accordance with their respective terms.
(c) ISD 281 has title to the Real Estate.
(d) The Project will be constructed substantially in accordance with the Construction
Contract Documents, will be constructed entirely on the Real Estate, and will not encroach upon or
overhang any easement right-of-way of land not constituting part of the Real Estate.
(e) The Project and the contemplated use thereof, both during construction and at the
time of completion, will not violate any applicable zoning or use statute, ordinance, building code,
rule or regulation, or any covenant or agreement of record.
(f) ISD 281 agrees that it will furnish from time to time such satisfactory evidence
regarding the representations and warranties described herein as may be required by the City.
Section 4.02 Representations and Warranties of the City and EDA. The City and EDA do
each represent and warrant as follows:
(a) The execution of this Agreement, the Facility Use Agreement and any and all other
documents referred to herein to which either or both the City and EDA are a party, are within the
po\vers of the City and EDA and do not violate any provision of law to which either or both the City
and EDA are subject.
(b) This Agreement, the Facility Use Agreement and any and all other docUll1ents referred
to herein to which either or both the City and EDA are a party, are the legal, valid and binding
obligations of the City and EDA, as applicable, enforceable against the City and EDA, as applicable,
in accordance with their respective terms.
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ARTICLE V
Additional Covenants
Section 5.01 Covenants ofISD 281. ISD 281 agrees that:
(a) ISD 281 will cause construction of the Project to commence, and thereafter will cause
the Contractor or Contractors to diligently proceed with construction of the Project according to the
Construction Contract Documents, so that the Project can be completed by the Completion Date.
ISD 281 further agrees to provide all funds required over and above the Contribution Amount to the
extent such additional funds should be necessary to complete the construction of the Project.
(b) ISD 281 will comply with the Uniform Municipal Contracting Law, as enacted in the
State of Minnesota, in letting contracts and expending public funds on this project. Also ISD 281
will require the General Contractor to comply with all rules, regulations, ordinances and laws bearing
on its conduct of work on the Project.
(c) ISD 281 will provide and maintain at all times during the process of building the
Project, and, from time to time at the request of the City, furnish the City with proof of payment of
premiums on, the following insurance:
(i) fire and extended coverage, in an amount equal to the lesser of the
aggregate amount of the City's Advances or the full insurable value of the Project,
with the City named as loss payee, and to include an overlap endorsement or rider
covering the risk of any rehabilitation work;
(ii) comprehensive general liability insurance, including the City as a
named insured, with limits against bodily injury and property damage in an amount
greater than or equal to the limits ISD 281's statutory immtmity under Minnesota law;
The policies of insurance required pursuant to Sections 5.01 (c) (i) and (ii) hereinabove (A) shall be
in form and content reasonably satisfactory to the City, and (B) shall be placed with financially sound
and reputable insurers licensed to transact business in the State of Minnesota. The policy of
insurance delivered pursuant to Section 5.01 (c)(i) hereinabove shall contain an agreement of the
insurer to give not less than ten (10) days advance written notice to the City in the event of
cancellation of such policy or change affecting the coverage thereunder.
(d) ISD 281 will cause the General Contractor to maintain at all times during the process
of building the Project, and, from time to time at the request of the City, cause the General
Contractor to furnish the City with proof of payment of premiums on, the following insurance:
(i) comprehensive general liability insurance, including the City and
ISD 281 as a named insured, with limits (i) against bodily injury of not less than
$1,000,000, and (ii) against property damage of not less than $250,000 (to
P:\AttOfne)~SAS;DocumenlS\Cooper G~.-rn E:'\:pansion Development Agr::emen12
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8
accomplish the above-required limits, an umbrella excess liability policy may be
used); and
(ii) workmen's compensation insurance, with statutory coverage.
The policy of insurance required pursuant to Section 5.01 (d)(i) hereinabove (A) shall be in form and
content reasonably satisfactory to the City, and (B) shall be placed with a financially sound and
reputable insurer licensed to transact business in the State of Minnesota. Acceptance by the City of
an insurance policy delivered pursuant to Section 5.01 (d)(i) hereinabove shall not bar ISD 281 from
requiring additional insurance which it reasonably deems necessary.
( e) ISD 281 will permit the City, acting by and through its officers, employees and
agents, to examine all books, records, contracts, plans, drawings, permits, bills and statements of
account pertaining to the Project and to make extracts therefrom and copies thereof.
(f) ISD 281 will furnish to the City, as soon as possible and in any event within ten (10)
days after ISD 281 has obtained actual knowledge thereof, wTitten notice of the occurrence of each
Event of Default (ISD 281), or each event which with the giving of notice or lapse of time or both
would constitute an Event of Default (ISD 281), which is continuing on the date of such statement,
the statement of ISD 281 setting forth details of such Event of Default (ISD 281) or event and the
action which ISD 281 proposes to take with respect thereto.
(g) ISD 281 agrees that, without the prior wTitten consent of the City, it will not agree
or consent to any material changes in the Construction Contract Documents, or to any change orders
thereto, individually exceeding $25,000.00 without the consent of City, which consent will not be
unreasonably withheld. Any change orders not exceeding $25,000.00, approved without the prior
consent of the City will be presented to the City for review as soon as practicable after its approval
by ISD 281; provided, however, the City shall have no right to object to the form or content thereof.
Section 5.02 Covenants of the Citv and EDA The City and EDA agree that:
(a) The City and EDA will furnish to ISD 281, as soon as possible and in any event
within ten (10) days after either or both the City and EDA have obtained actual knowledge thereof,
written notice of the occurrence of each Event of Default (CityIEDA), or each event which with the
giving of notice or lapse of time or both would constitute an Event of Default (CityIEDA), which
is continuing on the date of such statement, the statement of the City and EDA setting forth details
of such Event of Default (CityIEDA) or event and the action which the City and EDA propose to
take with respect thereto.
P:'AtIOffiC)'\SAS'DocumenlS\Cocper Gym E.'(pansion Dcydopmenl Agreement1
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9
ARTICLE VI
Events of Default and Rights and Remedies
Section 6.01 Events of Default.
281):
(a) ISD 281 Events of Default. The following shall constitute Events of Default (ISD
(i) ISD 281 shall fail to duly observe or perform any of the material terms,
conditions, covenants, or agreements required to be observed or performed by ISD 281 hereunder,
and such failure shall continue uninterrupted and without cure for a period of thirty (30) days after
delivery of wTitten notice of default to ISD 281.
(ii) Any representation or warranty made by ISD 281 herein, or in any financial
statement, certificate, report or Draw Requisition furnished pursuant to this Agreement, or in order
to induce the City to approve any Advance hereunder, shall prove to have been untrue in any material
respect or materially misleading as of the time such representation or warranty was made.
(iii) The Project is materially damaged or destroyed by fire or other casualty and
the loss, in the reasonable judgment of the City, is not adequately covered by insurance actually
collected or in the process of collection.
(iv) The construction ofthe Project is abandoned, or shall be unreasonably delayed
beyond the Completion Date (subject to such extensions as may be permitted in accordance with the
Construction Contract Documents), or shall be discontinued for a period of twenty (20) consecutive
calendar days, in each instance for reasons other than acts of God, fire, storm, strikes, blackouts,
labor difficulties, riots, inability to obtain materials, equipment or labor, governmental restrictions
or any similar cause over which ISD 281 is unable to exercise control.
(v) The Project is not substantially completed in accordance \vith the Plans or
Construction Contract Documents.
(b) CitvlEDA Events of Default. The following shall constitute Events of Default
(CityIEDA):
(i) Either or both the City and the EDA shall fail to duly observe or perform any
of the material terms, conditions, covenants, or agreements required to be observed or performed by
either or both the City and the EDA hereunder, and such failure shall continue uninterrupted and
without cure for a period of thirty (30) days after delivery ofwTitten notice of default to the City and
the EDA.
(ii) Any representation or warranty made by the City or EDA herein, or in any
financial statement, certificate, or report furnished pursuant to this Agreement shall prove to have
P:\Attorney\SAS\Documenls\Coo-per G,m Expansion Oe\-elopment Agreement2
October 11. 1999
10
been untrue in any material respect or materially misleading as of the time such representation or
warranty was made
Section 6.02 Rig:hts and Remedies.
(a) Rig:hts and Remedies Upon Event of Default (lSD 281) . Upon the occurrence of an
Event of Default (ISD 281) and at any time thereafter until such Event of Default (ISD 281) is cured
to the reasonable satisfaction of the City, the City may, at its option, exercise any and all of the
following rights and remedies, along with any other rights and remedies available to it:
(i) The City may, by notice in \vTiting to ISD 281, refrain from approving
Advances hereunder (but City may make Advances after the occurrence of an Event of Default
without thereby waiving its rights and remedies hereunder), or terminate this Agreement; and
(ii) The City shall be entitled to recovery of reasonable costs of collection and
enforcement of this Agreement, including without limitation reasonable attorneys' fees.
(b) Rig:hts and Remedies Upon Event of Default (CitvIEDA) . Upon the occurrence of
an Event of Default (CityIEDA) and at any time thereafter until such Event of Default (CityIEDA)
is cured to the reasonable satisfaction of ISD 281, ISD 281 may, at its option, exercise any and all
of the rights and remedies available to ISD 281 under applicable law, including without limitation
the following:
(i) ISD 281 shall be entitled to terminate either or both this Agreement and the
Facility Use Agreement; and
(ii) ISD 281 shall be entitled to recovery of reasonable costs of collection and
enforcement of this Agreement, including without limitation reasonable attorneys' fees.
ARTICLE VII
Miscellaneous
Section 7.01 Inspections. ISD 281. Architect and the AIchitcct Emdneer, shall be
responsible for making inspections of the Project during the course of construction, and shall
determine to their own satisfaction that the work done or materials supplied by the General
Contractor and Subcontractors to whom payment is to be made out of each Advance has been
properly done or supplied in accordance with the applicable contracts with such General Contractor
and Subcontractors. If any work done or materials supplied by the General Contractor or a
Subcontractor are not reasonably satisfactory to ISD 281 andfor.l. the Architect and/or the En~dneer,
or if the General Contractor or a Subcontractor does not materially comply with the Construction
Contract Documents in any material respect, ISD 281 will, upon discovery thereof, promptly notify
the City in wTiting of such fact. It is expressly understood and agreed that the City and its Inspecting
Official may, at the City's sole cost and expense (and without reduction of the amount of the
P:\AllomC)~S.-\S'Documenls\Cooper G>'m E.':pansion De-.etopment Agreement1
October ~ I. I 999
11
Contribution Amount), conduct such inspections ofthe Project as either may deem necessary for the
protection of the City's interest, and that any inspections which may be made of the Project by the
City or the Inspecting Official are made, and all certificates issued by the Inspecting Official will be
issued, solely for the benefit and protection of the City, and that ISD 281 will not rely thereon.
Section 7.02 Indemnification.
(a) Indemnification bv ISD 281. ISD 281 shall bear all loss, expense (including attorney's
fees) and damage in connection with, and agrees to indemnify and hold harmless the City, its agents,
servants and employees from all claims, demands andjudgments made or recovered against the City,
its agents, servants and employees, because of bodily injuries, including death at any time resulting
therefrom, and/or because of damages to property of the City or others (including loss of use) from
any cause whatsoever, arising out of, incidental to, or in connection with the construction of the
Project, whether or not due to any act of omission or commission, including gross negligence, breach
of statutory duty or willful misconduct ofISD 281, the General Contractor or any Subcontractor, or
its or their employees, servants or agents, excluding, however, any claims, demands or judgments
due to acts of omission or commission of the City, its employees, servants or agents. The obligation
ofISD 281 under this Section 7.02(a) shall survive completion of the Project.
(b) Indemnification bv CitvlEDA. The City and EDA shall bear all loss, expense
(including attorney's fees) and damage in connection with, and agrees to indenmify and hold
harmless ISD 281, its agents, servants and employees from all claims, demands andjudgments made
or recovered against ISD 281, its agents, servants and employees, because of bodily injuries,
including death at any time resulting therefrom, and/or because of damages to property ofISD 281
or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in
connection \vith any act of omission or commission, including gross negligence, breach of statutory
duty or willful misconduct of the City or EDA, or its or their employees, servants or agents,
excluding, however, any claims, demands or judgments due to acts of omission or commission of
ISD 281, its employees, servants or agents. The obligation of the City and EDA under this
Section 7.02(b) shall survive completion of the Project.
(c) Limitations on Indemnitv. Notwithstanding Sections 7.02(a) and 7.02(b) of this
Agreement, ISD 281, the City and EDA shall, and do hereby, release each other from all claims,
demands, liabilities, judgments and expenses to the extent subject to and in excess of each party's
limits of statutory immunity under Minnesota law, or to the extent otherwise covered, or required
under this Agreement to be covered, by insurance.
Section 7.03 Title to Proiect. Notwithstanding anything to the contrary in this Agreement
or otherwise, and except only as otherwise provided in the Facility Use Agreement, title to the
Project, together with any and all rights and interests, legal, equitable or otherwise, therein, shall at
all times be vested solely with, in and to ISD 281.
P:'At1om~\SASDo...iJmenl.S\Cocpc:r Gym ExpJnsion DC'\dopmem Agre:::memZ
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Section 7.04 Fees. Whether or not any Advance shall be made hereunder, ISD 281 agrees
to pay all fees including inspection fees, appraisal fees, survey fees, recording fees, license and
permit fees and title insurance and other insurance premiums relating to the Project, all of which
fees, costs and expenses shall be subject to prorata reimbursement from the Contribution Amount.
Section 7.05 Addresses for Notices. All notices to be given by either party to the other
hereunder shall be in writing and deemed to have been given when delivered personally or when
deposited in the United States Mail, registered or certified postage prepaid, addressed as follows:
To ISD 281 at:
Thomas H. Walerius
Independent School District 281
Education Service Center
4148 Winnetka Avenue North
New Hope, MN 55427-1288
To the City and
EDA at:
Daniel J. Donahue, City Manager
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
or addressed to such party at such other address as such party shall hereafter furnish by notice to the
other party.
Section 7.06 Termination of this Ag:reement. The obligations ofISD 281 all parties under
this Agreement, but not under the Facility Use Agreement or any other agreement( s) attached hereto
or incorporated herein by reference, shall cease upon (i) pavment bv City of the Contribution
Amount in accordance with this A2reement. and (ii) City's certification that the construction of
the Project has been completed in accordance with the Plans and Construction Contract Documents.
Section 7.07 Time of Essence. Time is of the essence in the performance of this
Agreement.
Section 7.08 Binding Effect and Assig:nment. This Agreement shall be binding upon and
inure to the benefit of ISD 281 and the City and their respective successors and assigns.
Section 7.09 Waivers. No waiver by the City or ISD 281 of any default hereunder shall
operate as a waiver of any other default or of the same default on a future occasion. No delay on the
part of the City or ISD 281 in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy preclude other or further
exercise thereof or the exercise of any other right or remedy.
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Section 7.1 0 Remedies Cumulative. The rights and remedies herein specified of each of
the City and ISD 281 are cumulative and not exclusive of any rights or remedies which either or both
the City and ISD 281 would otherwise have.
Section 7.11 Governing Law and Entire Agreement. This Agreement shall be governed
by the laws of the State of Minnesota. This Agreement contains the entire agreement of the parties
on the matters covered herein. No other agreement, statement or promise made by any party or by
any employee, officer, or agent of any party that is not in writing and signed by all the parties to this
Agreement shall be binding.
Section 7.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original, but such
counterparts shall together constitute one and the same instrument.
IN \VITNESS \VHEREOF, the parties hereto have executed this Agreement, or caused it
to be executed by their duly authorized officers or partners, as of the date first above wTitten.
CITY OF NE\V HOPE
INDEPENDENT SCHOOL DISTRICT
No. 281
By
Its Mayor
By
Its
By
Its City Manager
By
Its
ECONOMIC DEVELOPMENT
AUTHORITY in and for the City of New Hope
By
Its President
By
Its Executive Director
P:\.-\.nome:r\SAS'tDOC'Uments\Coop::r G~m Expansion De\'elopmenl Agre:::menl2
October 21, 19-99
14
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing was acknowledged before me this day of ,
1999, by W. Peter Enck and Daniel J. Donahue, the Mayor and City Manager, respectively, of the
City of New Hope, a Minnesota municipal corporation, on behalf of said municipal corporation.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing \vas acknowledged before me this day of , 1999
by W. Peter Enck and Daniel J. Donahue, the President and Executive Director, respectively, of the
Economic Development Authority in and for the City of New Hope, a Minnesota municipal
corporation, on behalf of said corporation.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
by
The foregoing was acknowledged before me this
and
respectively, of Independent
, on behalf of said
day 1999
the and
School District 281, a Minnesota
Notary Public
P:\Anom..")"I.SAS',DocumenLS\Cooper G~m E.'9'lnsion De\'elopment Agreement!
October 21. 1999
15
EXHIBIT "A"
Plans
[To be provided by City, EDA and ISD 281]
P:\Al!omey\SASDocuments\Cooper O)'m Expansion De\'elopmem Agreement1
October 21. 1999
EXHIBIT "B"
Form of Facility Use Agreement
[To be attached]
P:\Ancmey\SASDocumenLS\Cooper G)m Expansion D~...e1opment Agreement2
October 21. 1999
EXHIBIT "C"
Form of Draw Requisition
[To be provided by City and EDA]
P:\.A.ltomeyIS.-\.:)\.OocumenlS\Cocper Gym Expansion Development Agre:ment2
October 21. 1999
EXHIBIT "D"
Legal Description of Real Estate
[To be provided by ISD 281]
P;\Auomey\sAS\Documents\Cooper G)m a':p.msion Development Agreement1
October 21. 1999
EXHIBIT "E"
FOIlll of Project Cost Sharing Schedule
[To be provided by City, r::DA and ISD 281] The followin!! table provides an allocation
of Proiect-related costs as between the City and ISD 281:
PERCENT AGE OF
RESPONSIBILITY
DESCRIPTION OF WORK CITyl ISD 2812
Site Improvement:
. Construction. Parkin!! and Draina!!e. 100% 0%
-
Perimeter Walks. Plantin!!s alon!! 47th
Avenue. Utilities (Sanitarv Sewer.
Storm Sewer. Water and Gas). and
Related Work
. Accessible Route to Ballfields. and 30% 70%
Related Work
Buildin!! Construction:
. Gvmnasium Facilitv (Inclusive of Code 100% 0%
Up!!rades). and Related "Vork
Tennis Court Construction:
. Construction of 7 Tennis Courts. and 30% 70%
Related Work
IThe City's percentage of responsibility is as sho\vTI in this table subject only to the
requirement that the City's aggregate percentage of responsibility for the entire Project shall in no
event exceed the Contribution Amount.
2ISD 281's percentage of responsibility is subject to increase for any Projected-related
costs, normally allocable to the City in accordance with the City's percentage ofresponsibility as
set forth in this table, which exceed the Contribution Amount.
P:\AlIom=:-~SA.SDcx;uments\Coop:r Gym E.xpansion Development Agreernent1
October 2 L 1999
. Exoanded Fencinl!. Screen Plantinl!. 30% 70%
-
Access Paths and Drainal!e. and
Related Work
P:\Atlomey\'SASlDocumenlS\Cooper Gym E.'-FlJ'lSion Development Agreemen1.2
October 21. 1999
------------------ COMPARISON OF FOOTNOTES __________________
-FOOTNOTE 1-
City's percenta2:e of responsibility is as shown in this table subiect onlv to the requirement
that the City's a2:2:re2:ate percenta2:e of responsibility for the entire Proiect shall in no event
exceed the Contribution Amount.
-FOOTNOTE 2-
281's percenta2:e of responsibility is subject to increase for anv Proiected-related costs,
normallv allocable to the City in accordance with the City's percenta2:e ofresDonsibility as set
forth in this table. which exceed the Contribution Amount.
------------------ COMPARISON OF FOOTERS ----______________
-FOOTER 1-
::ODMA\PCDOCS\RIDER\438230H ~
Octobert 19,1999
P:\AllomC)'\SAS\Documents',Coop=-r Gym E:'\pansion Development Agre::mentl
October 21. 1999
This redlined draft, generated by CompareRite .. The Instant Redliner, shows the differences between ..
original document : F:\DOCUMNTS\lDCARPEN\AGMT_RE\9#5Y03!.WPD
and re;;sed document: F:\DOCUMNTS\lDCARPEl'I'\AG1>fT_RE\9#5Y04!.\VPD
CompareRite found 12 change{s) in the text
CompareRite found 2 change(s) in the notes
Deletions appear as struck-through text
Additions appear as bold+dbl underlined text
FACILITY USE AGREEMENT
AGREEMENT made this _ day of , 1999 by and between the CITY OF NE\V
HOPE a Minnesota municipal corporation (hereinafter the "City"), and INDEPENDENT
SCHOOL DISTRICT NO. 281, an independent school district created and existing under the laws
of the State of Minnesota (hereinafter "ISD 281").
RECITALS
WHEREAS, ISD 281 is constructing an addition to the existing Cooper High School
gymnasium, on real property legally described on Exhibit A attached hereto, which addition shall
consist of a second fully enclosed gymnasium, concessions room, storage areas, rest rooms and
miscellaneous other amenities, all as more fully described and set forth on that site plan attached
hereto as Exhibit B (the "Site Plan") (such addition, together with all amenities therein, hereafter
referred to as the "Facility");
'WHEREAS, the New Hope Economic Development Authority, a Minnesota municipal
corporation ("EDA"), and the City are contributing up to $3,250,000.00 to\vards the cost of
constructing and equipping the Facility from EDA Tax Increment Financing Funds (the actual
amount of such contribution hereinafter referred to as the "Contribution Amount");
\VHEREAS, the parties desire to provide for joint use of the Facility;
\VHEREAS, this Agreement sets forth the rights and obligations of the parties relating to the
joint use of the Facility;
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
Joint Use
1.01 Joint Use. The City and ISD 281 shall jointly use the Facility in accordance with the
terms and conditions set forth herein.
1.02 Rellcv'val Term. This Agreement shall be for a term of forty (40) years commencing
on the date of substantial comoletion of the Facilitv and expiring on
June 30. 2040.
P:lAnomey'SAS\DocurnenLS\Coopcr gym Facilit:y Use Agreementl
Oc:tctcr 21.1999
1.03 Use and Scheduling. The facility shall be used by the parties as follows:
a.
until 5 :30 p.m.
ISD 281 will have primary use of the Facility on school days from 6:00 a.m.
b. The City will have primary use of the Facility on school days from 5:30 p.m.
until 6:00 a.m., and at all times on Saturdays, Sundays, Summer vacation and any other day that
school is not in session.
c. Each party may schedule gym time during the other party's primary use, with
the primary party's consent which may not be unreasonably withheld if time is available.
d. The City will supervise the Facility when it has primary use of the Facility and
shall hire and pay any building attendant necessary to perform such supervision. Supervision shall
not include maintenance or cleaning which shall be the responsibility of the ISD 281 per Section
2.02 of this Agreement. City supervision shall only mean supervision of the activity that is being
conducted by, on behalf of, or is the responsibility of the €iti-s ~ when the Facility is under City
use (the "Principal Activity"), to!:!ether with supervision of anv and all uses or activities
associated with, or related to, such Principal Activitv, includin!:! without limitation supervision
of such interior or exterior common areas and parkin!:! areas as mav be used bv emplovees or
invitees of the City in connection with such Principal Activitv. However, the City will be
responsible for cleaning the concession room area and equipment after each use by the City.
However, ISD 281 will clean the floors, walls and ceiling of the concession room area as part of
general routine cleaning of the facility. Also, ISD 281 will dispose of all garbage from use of the
concession room area on condition it is properly bagged and placed in a designated area for disposal
as determined by ISD 281.
e. The City will have reasonable access to the Facility during its primary use
time.
f. ISD 281 will permit the City, and its employees, agents and invitees to use
the internal roadway system and school parking lot for access to the Facility, and the school parking
lot for parking purposes, subject to ISD 281 's reasonable rules and regulations.
g. The City will have the exclusive use of the west storage space and the
concession room/area as shown on the Site Plan. ISD 281 agrees it will not be permitted use of these
areas without the written consent of the City.
h. The City and ISD 281 shall meet at least annually to review the Facility use
schedule.
1.04 Alcohol and Tobacco Policy. The Facility shall be treated as "school ground" as
contemplated by the alcohol control provisions of Minn. Stat. ~ 624.701; that ISD 281 's alcohol and
P:\Anomcy'SAS'<Docume015\Cocpc:r gym F3cilil)' Us.: Agreement2
October 21. 1 999
2
tobacco policies and regulations, and any additions or amendments thereto, shall apply to the
Facility; that the area should be appropriately posted; and that the City shall withhold access from
groups for alcohol or tobacco violations.
ARTICLE II
Ownership and Maintenance of Facility
2.01 Ownership. ISD 281 is the owner of the Facility, subject to the rights and obligations
of the parties set forth in this Agreement.
2.02 Maintenance and Upkeep. ISD 281 will be responsible for all maintenance, repairs,
replacement and upkeep of the Facility necessary to keep the Facility in good repair and clean
condition. However, the City acknowledges and agrees it will be responsible for all maintenance,
repair and cleaning of the concession room/area and equipment after each event, referred to in
Section 1.03(g) of this Agreement. ISD 281 shall only be required to clean, repair and maintain the
general structure of the concession room/area including the floor, walls, ceiling, plumbing, heating
and electrical to the concession room/area including the general cleaning referred to in Section
1.03(g) of this Agreement.
2.03 Operating: Cost and Utilities. The School District will be responsible for all operating
costs relating to the Facility, including providing and paying for all electric, heat, phone, water,
sewer, trash removal and other utilities and services. ISD 281 will maintain adequate temperatures
in the Facility during the City's primary use time to allow comfortable use of the Facility by the City.
2.04 Insurance. ISD 281 will at its expense insure the Facility, fixtures, furnishings, and
therein against loss or damage by fire and loss or damage by such other risks now or hereafter
embraced by "extended coverage," so called. Ho\vever, ISD 281 shall not be required to insure the
food service equipment installed by the City in the concession room/area or the sound system
equipment installed in the west storage area. Each party will obtain and maintain during the term
of this Agreement a comprehensive liability insurance policy in at least the amounts specified as to
the extent of liability under Minn. Stat. ~ 466.04. ISD 281 \vill be named as an additional insured
on the City's policy and the City will be named an individual insured on ISD 281' s policy. Each
party shall furnish the other party a certificate of insurance documenting the required coverage.
ARTICLE III
Indemnification
3.01 Indemnification bv ISD 281. ISD 281 hereby indemnifies and holds the City harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the ISD 281's use of the Facility, or from any act permitted, or any omission to act, in
or about the Facility by ISD 281, or its officers, employees, independent contractors, agents, or
invitees, or from any breach or default by ISD 281 of this Agreement, except to the extent caused
by the City's gross negligence or \villful misconduct. In the event any action or proceeding shall be
brought against the City by reason of any such claim, ISD 281 shall defend the same at ISD 281's
P:\Attomey\SASDocuments"Coopc:r g)oln F::;cility Use Agr~menll
Oc:ob:r 11. 1999
..,
.J
expense by counsel reasonably satisfactory to the City. The provisions of this Section 3.01 shall
survive any termination of this Agreement.
3.02 Indemnification bv Citv. The City hereby indemnifies and holds ISD 281 harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the City's use of the Facility, or from any act permitted, or any omission to act, in or
about the Facility by the City, or its officers, employees, independent contractors, agents, or invitees,
or from any breach or default by the City of this Agreement, except to the extent caused by the ISD
281's gross negligence or willful misconduct. In the event any action or proceeding shall be brought
against ISD 281 by reason of any such claim, the City shall defend the same at the City's expense by
counsel reasonably satisfactory to ISD 281. The provisions of this Section 3.02 shall survive any
termination of this Agreement.
ARTICLE IV
Dispute Resolution
4.01 If a dispute develops between the parties regarding interpretation of the rights and
obligations of the parties under this Agreement, such disputes shall be referred to the next
administrative level of the respective bodies who shall attempt to settle the dispute. Such referral
shall continue to succeeding levels of the respective bodies until all administrative levels have been
exhausted; provided, however, all such administrative levels shall be deemed to have been exhausted
in the event such dispute remains unresolved in whole or in part for a period of sixty (60) days from
and after the date of initial occurrence of the dispute. In the case of any dispute which also involves
a material breach authorizing the nonbreaching party to exercise its rijShts under Section 5.01 of this
Agreement, the nonbreaching party shall be entitled, but not required, to exercise its rights under
Section 5.01 concurrent with any exercise of rights under this Section 4.01. If the dispute cannot be
resolved in accordance with this Section 4.01, either party may (except to the extent theretofore
exercised under Section 5.01 as hereinabove permitted) then exercise any and all of the rights and
remedies available to such party under applicable law.
ARTICLE V
Termination
5.01 Termination for Cause. In the event of any material breach of any of the terms of this
Agreement, the party alleging the breach may, in addition to, and not in lieu of, any other remedies
available to such party under Section 4.0 1 of this Agreement or otherwise under applicable law, seek
to terminate this Agreement by giving the breaching party wTitten notice specifying the nature ofthe
breach. If the breach is not remedied within thirty (30) days ofthe date of delivery of such notice,
or if additional breaches of a materially similar nature occur within the thirty (30) day period
following the date of delivery of said notice, the party alleging the breach may send the breaching
party a second wTitten notice setting forth the time, place and date of a meeting to discuss the breach,
the time, date and place for which shall in all respects be reasonable and shall specify a date not later
than ten (10) days from the date of such wTitten notice. The Superintendent for the District or his
P:\Atlomey\SAS'.Documems',Cooper g)1n Facilicy Use Agrec:ment1
October 21. 1999
4
or her designee(s) and the City Manager for the City or his or her designee(s) shall attend such
meeting. If the breach continues for more than thirty (30) days after the date of such meeting, the
party alleging the breach may send a final written notice of termination to the breaching party
terminating this Agreement effective upon the date of delivery of such notice.
5.02 Termination Without Cause. This Agreement may be terminated without cause as
follo\vs:
a. Either party may terminate this Agreement prior to the award of contract to
construct the Facility by giving wTitten notice of such termination to the other. ISD 281 shall give
the City ten (10) days wTitten notice of its intent to award a contract. Any and all actual If this
A2reement is terminated in accordance with this Section 5.02(a), anv and all actual out-of-
pocket costs incurred by the parties shall be shared by tk pal ties in proportion to their proposed
investment in the plOjeet. non-terminatin2 party shall be paid bv the terminating party.
b:-b. Commencin2 as of calendar vear 2001, ISD 281 may terminate this
Agreement, effective as of June 30 of any calendar year, upon delivery to the City, on or before
February 1 of such calendar year, of advance written notice of termination (an "Early Termination").
In the event of an Early Termination, ISD 281 shall, on or before the effective date of such Early
Termination, pay to the City the sum of the unamortized portion of the Contribution Amount~
inclusive of interest calculated at a fixed rate ofinterest equal to five percent (5%) per annum,
in accordance with the Termination Fee Schedule attached hereto as Exhibit C (the
"Termination Fee"), as hereinaftCl determined. for purposes the determining the alnount of the
Termination fee, the Contribution Amount shall be alllorti:z:ed in forty (40) equal, annual
installments over the term of this Agreement. Said Termination Fee shall be the City's sole and
exclusive remedy for the Early Termination, and the City hereby waives any and all rights to specific
performance, damages, or any other remedy available in equity or in law.
ARTICLE VI
Miscellaneous
6.01 Building: Security. Upon completion of construction of the Facility, ISD 281 shall
issue to the City a reasonable number of keys and/or security cards for the exterior doors to the
Facility, together with any lockable interior doors thereto, if any, for which the City is entitled to
access pursuant to the terms and provisions of this Agreement. On all days during which ISD 281
is entitled to priority of use in accordance with Section 1.03(a) of this Agreement, ISD shall be
responsible for opening up the Facility. On all days during which the City is entitled to priority of
use in accordance with Section 1.03(b) of this Agreement, the City shall be responsible for opening
up the Facility. The City shall at all times during the term of this Agreement be responsible for
closing and securing the Facility, including without limitation securing all exterior doors to the
Facility. The procedures and requirements applicable to the issuance of keys and/or security cards,
and to the opening, closing and securing of the Facility, shall be in accordance yvith such reasonable
rules and regulations as ISD 281 may issue from time to time. The City hereby agrees to indemnify
P:\Ancrn:y'.sASDocumems'Cooper gym Facili[)' Use Agreementl
October!I.199'9
5
and defend ISD 281 from and against any and all claims, demands, liabilities, and expenses,
including attorney's fees, arising from any failure by the City to perform its responsibilities for
closing and securing the Facility in accordance with this Agreement.
6.02 Relationship of Parties. The parties hereto agree that it is their intention hereby to
create only the relationships of licensor and licensee, and no provision hereof, or act of either party
hereunder, shall ever be construed as creating the relationship of lessor and lessee, principal and
agent, or a partnership, joint venture or enterprise between the parties hereto.
6.03 Assig:nment. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party.
6.04 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.
6.05 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.
6.06 Governing: Law. This Agreement shall in all respects be governed by and interpreted
under the laws of the State of Minnesota.
P:\Altoml:)'\SAS'>Documeuts\Cooper gym Facility Use Agreement1
October 21. 1999
6
IN WITNESS WHEREOF, the parties have subscribed their names as of the day and year
first above written.
INDEPENDENT SCHOOL DISTRICT
NO. 281
By
Its
By
Its
CITY OF NE\V HOPE
By
Its Mayor
By
Its City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of , 1999,
by and , respectively the Mayor and City Manager of the
City of New Hope, a Minnesota municipal corporation, on behalf of the corporation and pursuant
to the authority granted by its City Council.
Notary Public
P:\A[tOffi:)'\S,-\S'.D<x::uments\Coopc:r g;rm Facilit)" Use Agreernem.2
October21,1999
7
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _ day of , 1999
by and , the and
of Independent School District No. 281 on behalf of said
independent school district.
P:\Auo~~SAS"Docume:nLS\Cooper g:.m Facility Use Agreem::nt1
October 21. 1999
Notary Public
8
P:Wlome'y\SAS\Doo.unents'.Cooper gym Facility Use Ag:reeme'nt2
October 2 1. 1999
EXHIBIT A
Legal Description
[To be provided by ISD 281]
EXHIBIT B
Site Plan
P:\Anorney\SAS\Documents\Cooper gym Facility Use Agreemen12
October 21. 1999
10/21/99
J S & S ATTORNEYS ~ NEW HOPE eH
13 :]9_ FAJ. 6,l,?493}?J2J!nlJVDLJ::. 0vrlVULI:;>' fAX NO, 6125048971
I4J 002
p, 02
CBS. Gym Improvements
Dist 281 Termination of Use Agreement Fee
City of New HollC
f'E>'~~.&r,.""7'''''''.~l1.~~~~~'~\llili;iiWiIHl<1i?~~~!:I:l~~~~,*""tu=,:",~:~~
I?ft
Number
1
2
3
4
5
6
7
8
9
10
II
12
13
14
15
16
17
18
19
20
21
22
:Z3
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
Termirllltion Fee - TW
Start
Ian 1,2001
Date
Jut I) 2001
Jull,2002
Jul 1,2003
JuI 1, 2004
JuT 1, 2005
Jull,2006
Jull, 2007
Jull,2008
Jull, 2009
Jull,201O
Jull,201I
Jul 1,2012
Jul1,2013
Jul1,2014
Jull,2015
Jull,2016
Jull. 2017
Jull,2018
Jull,2019
Jul I, 2020
Jull,202l
Jull,2022
Jull,2023
Jul ], 2024
Jull, 2025
Jul1,2026
Jull,. 2027
Jul 1, 2028
Jul I, 2029
Jull, 2030
Jull,203]
Jull,2032
Jul J, 2033
Jul1,2034
Jull, 2035
Jull,2036
Ju] 1, 2037
Jull,2038
Jull,2039
Jul L 2040
Interest .Rate
5.00%
Nonnal
Pnym<lnt
$189,404
$189,404
$189,404
$1&9,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189..404
$189,404
$189A04
$189,404
$1.89,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
S; 189,.404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$189,404
$J 89,404
$189,404
$189,404
Tel"m
40
Interest;
$162,500
$161,155
$159,742
$158,259
$156,702
$155,067
$153,350
$1:51,547
$149,655
$147,667
$145,580
$143,389
$141,088
$138,672
$136,136
$133,472
$130,676
$127,740
$124,656
$121,419
$118.020
$114,450
$110,703
$106,768
$102,636
$98,297
$93,742
$88,959
$83,937
$78,663
$73,126
$67,313
$61,208
$54,798
$48,068
$41,001
$33,531
$25,790
$17,609
$9,019
Page 1
Annual Payment
$189,404
Applied to
PrincipIi!
$26,904
$28,249
$29,662
$31,145
.$32,702
$34,337
$36,054
$37,857
$39,749
$41,737
$43,824
$46,015
$48,316
$50,732
$53,268
$55,932
$58,128
$61,665
$64,748
$67,985
$71,384
$74,954
$'78,701
$82,636
$86,768
$91,107
$95,662
$100,445
$105,467
$110,741
$116,278
$122,092
$l28,196
$134,606
$14J,336
$148,403
$155,823
$163,614
$171,795
$180,385
O~ig:inal Amount
$3,250,000
II
~~
&k.:l
~
.
w.~'1i.iE
:'ltI:
~J
--.
if!
~.5f:
I
!~
~.II:;'.'
~!i
~!l~
11
~.
~
B
~:wi
~!lJ
~li~~
t%~
~-llj/?
iE';~~
Penalty for:
Termination
$3,223,096
$3,194,847
S3,165,185
$3,134,040
$3,101,338
$3,067,001
$3,030,947
:1;2,993,091
32,953,341
$2,911,604
$2,867,780
S2~S21,765
$2,773,449
$2,722,718
5>2,669,450
$2,613,518
$2,554,790
$2,493,126
$2,428,378
$2,360,393
$2,289,008
$2,214,055
$2,1:35,354
$2,052,717
$1,965,949
$1..874,842
$1,779,18')
$1,678,736
$1,573,268
$1,462,528
5>1,346,250
$1,224,159
$],095,962
$961,357
$820,020
$671,617
$5J5,794
$352,180
$180,385
$0
10/19/99
OCT-21-99 THU 02:24 PM
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ROBBINSDALE SCHOOLS
FAX NO. 6125048971
P. 02
CHS Gym Improvements
Dist 281
City of New Hope
&m
Construction
Budget
Amount
Cit)'
r~rcent
Aec= to Ballfields I $15,000 30%
Tenms Courts $300,000 30%
Balance of Site Work $197,121 100%
General Conditio(ls ~ $46,879 . 70%
General ~ 1fIi
$1,810,000 100%
Meehanicall $450,000 100%
Electrical $215,000 100%
. "
i
I
~
.~
Subtotal
,,: Fu~ding Allocation
i
AME fees
Commissioning :
Geotechnical
Pian Review
Bid Advertisement
City Legal & Gen Engineering .
Structural Special Inspections
Construction Testing
Subtotal
Furnitu.re and Equipn1ent .
Furniture and Signage I
Sound System & Concessions Equipmentl
Equipment~
Subtotal
Contingency
TOTAL
Finance Costs
GRAND TOTAL
Construction Budget - TW
$199,730
$7,000
$3,000
$0
$5,000
$2.5,000
$6,000
$7,000
$252,730
~
I:
$5,000
$15,000 ,
$3,000
$23,000
$3,41$,000
$75,000
$3,490,000
Page 1
100%
100%
100%
100%
100%
100%
100%
100%
City Amount
District
p.ercent
Distrj~t '. ""1
A",ount I
$/0'5001
$2~O,OOO
$0
$195001
$O~
I~
$01
$0 .
$240,000
$4,500 70%
$90,000 70%
$197,121 0%
$27,379 .. 30%
$1,8 I 0,000 ~ 0%
$450,000 0%
$215,000 0%
$2,794,000
$199,730 0%
$7,000 0%
$3,000 0%
$0 0%
$5,000 '0%
$25,000 0%
$6,000 0%
$7,000 0%
$252,7
~,.t_MiM~~.;.:.c
$0
$0
$0
$0.
100% $5,000 0% $0
100% 0% $0
100% 0% $0
$
!'h.N?c;ii;"'9'~' "" ,
100% 0% S
$3,175,000 $240,000
$75,000
$3,250,000 $240,000
10/19/99
o DI,TRICT 281
Q
8
f-
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November 10, 1999
I
ROD D I ~)DI1 LE.
area schools
City of New Hope
Attn: Valerie Leone
4401 Xylon Avenue NOlth
New Hope, MN 55428
Dear Ms. Leone:
Enclosed are two signed originals of the Facility Use Agreement and the Development
Agreement for the Cooper Gym Expansion. Please contact me at 504-8037 if you have
any questions. Thank you.
Sincerely,
~ iI. ;f~
Thomas H. Walerius
Senior Associate for Business Services
Education Service Center. 4148 Winnetka Ave. f\l.. New Hope MN 55427-1288 . (612) 504-8000 . Fax: (612) 504-8973
FACILITY USE AGREEMENT
AGREEMENT made this~ day of (Oa.t , 1999 by and between the CITY OF
NEW HOPE a Minnesota municipal corporation (hereinafter the "City"), and INDEPENDENT
SCHOOL DISTRICT NO. 281, an independent school district created and existing under the lavls
of the State of Minnesota (hereinafter "ISD 281").
RECIT ALS
'WHEREAS, ISD 281 is constructing an addition to the existing Cooper High School
gymnasium, on real property legally described on Exhibit A attached hereto, which addition shall
consist of a second fully enclosed gymnasium, concessions room, storage areas, rest rooms and
miscellaneous other amenities, all as more fully described and set forth on that site plan attached
hereto as Exhibit B (the "Site Plan") (such addition, together with all amenities therein, hereafter
referred to as the "Facility");
'WHEREAS, the New Hope Economic Development Authority, a Minnesota municipal
corporation ("EDA"), and the City are contributing up to $3,250,000.00 towards the cost of
constructing and equipping the Facility from EDA Tax Increment Financing Funds (the actual
amount of such contribution hereinafter referred to as the "Contribution Amount");
'WHEREAS, the parties desire to provide for joint use of the Facility;
WHEREAS, this Agreement sets forth the rights and obligations of the parties relating to the
joint use of the Facility;
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
Joint Use
1.01 Joint Use. The City and ISD 281 shall jointly use the Facility in accordance with the
terms and conditions set forth herein.
1.02 Term. This Agreement shall be for a ternl offorty (40) years commencing on the date
of substantial completion of the Facility and expiring on June 30, 2040.
'OD~IA\PCDOCS.RIDER' ~ J~::!5'J\5
0C1ober25. J')'}',!
1.03 Use and Scheduling:. The facility shall be used by the parties as follows:
a.
until 5:30 p.m.
ISD 281 will have primary use of the Facility on school days from 6:00 a.m.
b. The City will have primary use of the Facility on school days from 5:30 p.m.
until 6:00 a.m., and at all times on Saturdays, Sundays, Summer vacation and any other day that
school is not in session.
c. Each party may schedule gym time during the other party's primary use, with
the primary party's consent which may not be unreasonably withheld if time is available.
d. The City will supervise the Facility when it has primary use of the Facility
and shall hire and pay any building attendant necessary to perfornl such supervision. Supervision
shall not include maintenance or cleaning \vhich shall be the responsibility of the ISD 281 per
Section 2.02 of this Agreement. City supervision shall only mean supervision of the activity that
is being conducted by, on behalf of, or is the responsibility of the City when the Facility is under
City use (the "Principal Activity"), together with supervision of any and all uses or activities
associated with, or related to, such Principal Activity, including without limitation supervision of
such interior or exterior common areas and parking areas as may be used by employees or invitees
of the City in connection with such Principal Activity. However, the City will be responsible for
cleaning the concession room area and equipment after each use by the City. However, ISD 281 will
clean the floors, walls and ceiling ofthe concession room area as part of general routine cleaning of
the facility. Also, ISD 281 will dispose of all garbage from use of the concession room area on
condition it is properly bagged and placed in a designated area for disposal as determined by ISD
281.
time.
e. The City will have reasonable access to the Facility during its primary use
f. ISD 281 will permit the City, and its employees, agents and invitees to use
the internal roadway system and school parking lot for access to the Facility, and the school parking
lot for parking purposes, subject to ISD 281' s reasonable rules and regulations.
g. The City" will have the exclusive use of the west storage space and the
concession room/area as shown on the Site Plan. ISD 281 agrees it \\'ill not be pernlitted use of these
areas without the \vritten consent of the City.
schedule.
h. The City and ISD 281 shall meet at least annually to review the Facility use
1.04 Alcohol and Tobacco Polin'. The Facility shall be treated as "school ground" as
contemplated by the alcohol control provisions of Minn. Stat. S 624.701; that ISD 281 's alcohol and
OD!\IA,PCDOCS\RIDER \.l.]:i25'J"j
OClcher 15. I')')')
2
tobacco policies and regulations, and any additions or amendments thereto, shall apply to the
Facility; that the area should be appropriately posted; and that the City shall withhold access from
groups for alcohol or tobacco violations.
ARTICLE II
Ownership and Maintenance of Facility
2.01 Ownership. ISD 281 is the ovmer of the Facility, subject to the rights and obligations
of the parties set forth in this Agreement.
2.02 Maintenance and Upkeep. ISD 281 will be responsible for all maintenance, repairs,
replacement and upkeep of the Facility necessary to keep the Facility in good repair and clean
condition. However, the City acknowledges and agrees it will be responsible for all maintenance,
repair and cleaning of the concession room/area and equipment after each event, referred to in
Section 1.03(g) of this Agreement. ISD 281 shall only be required to clean, repair and maintain the
general structure of the concession room/area including the floor, walls, ceiling, plumbing, heating
and electrical to the concession room/area including the general cleaning referred to in Section
1.03(g) of this Agreement.
2.03 Operating: Cost and Utilities. The School District will be responsible for all operating
costs relating to the Facility, including providing and paying for all electric, heat, phone, water,
sewer, trash removal and other utilities and services. ISD 281 will maintain adequate temperatures
in the Facility during the City's primary use time to allow comfortable use of the Facility by the
City.
2.04 Insurance. ISD 281 will at its expense insure the Facility, fixtures, furnishings, and
therein against loss or damage by fire and loss or damage by such other risks now or hereafter
embraced by "extended coverage," so called. However, ISD 281 shall not be required to insure the
food service equipment installed by the City in the concession room/area or the sound system
equipment installed in the west storage area. Each party will obtain and maintain during the ternl
of this Agreement a comprehensive liability insurance policy in at least the amounts specified as to
the extent of liability under Minn. Stat. ~ 466.04. ISD 281 will be named as an additional insured
on the City's policy and the City will be named an individual insured on ISD 28l's policy. Each
party shall furnish the other party a certificate of insurance documenting the required coverage.
ARTICLE III
Indemnification
3.01 Indemnification bv ISD 281. ISD 281 hereby indemnifies and holds the City harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the ISD 281's use of the Facility, or from any act permitted, or any omission to act, in
or about the Facility by ISD 281, or its officers, employees, independent contractors, agents, or
invitees, or from any breach or default by ISD 281 of this Agreement except to the extent caused
by the City's gross negligence or willful misconduct. In the event any action or proceeding shall be
OD~IA \PCDQCS'.RIDER'J 1:'i::! S')~5
0C1obcr25.I'l<}'}
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.J
brought against the City by reason of any such claim, ISD 281 shall defend the same at ISD 281's
expense by counsel reasonably satisfactory to the City. The provisions of this Section 3.01 shall
survive any termination of this Agreement.
3.02 Indemnification bv Citv. The City hereby indemnifies and holds ISD 281 harmless
from and against any and all claims, demands, liabilities, and expenses, including attorney's fees,
arising from the City's use of the Facility, or from any act permitted, or any omission to act, in or
about the Facility by the City, or its officers, employees, independent contractors, agents, or invitees,
or from any breach or default by the City ofthis Agreement, except to the extent caused by the ISD
281's gross negligence or willful misconduct. In the event any action or proceeding shall be brought
against ISD 281 by reason of any such claim, the City shall defend the same at the City's expense by
counsel reasonably satisfactory to ISD 281. The provisions of this Section 3.02 shall survive any
termination of this Agreement.
ARTICLE IV
Dispute Resolution
4.01 If a dispute develops between the parties regarding interpretation of the rights and
obligations of the parties under this Agreement, such disputes shall be referred to the next
administrative level of the respective bodies who shall attempt to settle the dispute. Such referral
shall continue to succeeding levels of the respective bodies until all administrati ve levels have been
exhausted; provided, however, all such administrative levels shall be deemed to have been exhausted
in the event such dispute remains unresolved in whole or in part for a period of sixty (60) days from
and after the date of initial occurrence of the dispute. In the case of any dispute which also involves
a material breach authorizing the nonbreaching party to exercise its rights under Section 5.01 of this
Agreement, the nonbreaching party shall be entitled, but not required, to exercise its rights under
Section 5.01 concurrent with any exercise of rights under this Section 4.01. If the dispute cannot be
resolved in accordance with this Section 4.01, either party may (except to the extent theretofore
exercised under Section 5.01 as hereinabove permitted) then exercise any and all of the rights and
remedies available to such party under applicable law.
ARTICLE V
Termination
5.01 Termination for Cause. In the event of any material breach of any of the terms of this
Agreement, the party alleging the breach may, in addition to, and not in lieu of, any other remedies
available to such party under Section 4.0 1 of this Agreement or otherwise under applicable law', seek
to terminate this Agreement by giving the breaching party written notice specifying the nature of the
breach. If the breach is not remedied within thirty (30) days of the date of delivery of such notice,
or if additional breaches of a materially similar nature occur within the thirty (30) day period
following the date of delivery of said notice, the party alleging the breach may send the breaching
party a second \vritten notice setting forth the time, place and date of a meeting to discuss the breach,
the time, date and place for \vhich shall in all respects be reasonable and shall specify a date not later
00\1.-\' PCDOCS".RIDER'~ ;~25'}'5
OClobc-r 25. I'Jl)'1
4
than ten (10) days from the date of such written notice. The Superintendent for the District or his
or her designee(s) and the City Manager for the City or his or her designee(s) shall attend such
meeting. If the breach continues for more than thirty (30) days after the date of such meeting, the
party alleging the breach may send a final \VTitten notice of termination to the breaching party
terminating this Agreement effective upon the date of delivery of such notice.
5.02 Termination Without Cause. This Agreement may be terminated without cause as
follows:
a. Either party may terminate this Agreement prior to the award of contract to
construct the Facility by giving written notice of such termination to the other. ISD 281 shall give
the City ten (10) days written notice of its intent to award a contract. If this Agreement is terminated
in accordance with this Section 5.02(a), any and all actual out-of-pocket costs incurred by the
non-terminating party shall be paid by the terminating party.
b. Commencing as of calendar year 2001, ISD 281 may terminate this
Agreement, effective as of June 30 of any calendar year, upon delivery to the City, on or before
February 1 of such calendar year, of advance \vTitten notice of termination (an "Early Termination").
In the event of an Early Termination, ISD 281 shall, on or before the effective date of such Early
Termination, pay to the City the sum of the unamortized portion of the Contribution Amount,
inclusive of interest calculated at a fixed rate of interest equal to five percent (5%) per annum, in
accordance with the Termination Fee Schedule attached hereto as Exhibit C (the "Termination Fee").
Said Termination Fee shall be the City's sole and exclusive remedy for the Early Termination, and
the City hereby waives any and all rights to specific performance, damages, or any other remedy
available in equity or in law.
ARTICLE VI
Miscellaneous
6.01 Building: Securitv. Upon completion of construction of the Facility, ISD 281 shall
issue to the City a reasonable number of keys and/or security cards for the exterior doors to the
Facility, together with any lockable interior doors thereto, if any, for which the City is entitled to
access pursuant to the terms and provisions of this Agreement. On all days during which ISD 281
is entitled to priority of use in accordance with Section 1.03(a) of this Agreement. ISD shall be
responsible for opening up the Facility. On all days during which the City is entitled to priority of
use in accordance with Section 1.03(b) ofthis Agreement, the City shall be responsible for opening
up the Facility. The City shall at all times during the term of this Agreement be responsible for
closing and securing the Facility, including without limitation securing all exterior doors to the
Facility. The procedures and requirements applicable to the issuance of keys and/or security cards,
and to the opening, closing and securing of the Facility, shall be in accordance with such reasonable
rules and regulations as ISD 281 may issue from time to time. The City hereby agrees to indemnify
and defend ISD 281 from and against any and all claims, demands. liabilities, and expenses,
OD~ tA ',reDoes'oR I DER ',~ ~x2 5'F5
Oc:obcr25. I'}')'}
5
including attorney's fees, arising from any failure by the City to perform its responsibilities for
closing and securing the Facility in accordance with this Agreement.
6.02 Relationship of Parties. The parties hereto agree that it is their intention hereby to
create only the relationships of licensor and licensee, and no provision hereof, or act of either party
hereunder, shall ever be construed as creating the relationship of lessor and lessee, principal and
agent, or a partnership, joint venture or enterprise between the parties hereto.
6.03 Assig:nment. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party.
6.04 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.
6.05 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.
6.06 Governing: Law. This Agreement shall in all respects be governed by and interpreted
under the laws of the State of Minnesota.
. :ODMA \PCDOCS\RIDER"JJXZ5')\S
October 25. 11J9<)
6
IN \VITNESS WHEREOF, the parties have subscribed their names as of the day and year
first above \vritten.
INDEPENDENT SCHOOL DISTRICT
NO. 281
By
Its
By
Its
CITY OF NE\V HOPE
~
;.
:If / ~ :v{
By
Its Mayor
By/~,~Jd~1'~
Its City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
T e foregoing instrument was ackno\yledged before me thi~ day of (j; ~t. ,1999,
by , andJ1IJieLJ LJ(})lahU€, respectively the Mayor and City Manager of the
City of New Hope, a Minnesota municipal corporation, on behalf of the corporation and pursuant
to the authority granted by its City Council. k. ~
~ / . c('7~
Notary Public
VALERIE J. LEONE
NOTARY PUBUC . MINNESOTA
My Commission Expires
January 31, 2000
: :OD~IA \PCDOCS',R lDER',4 :;X25')\5
October 25. J'}')<)
7
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
by
The foregoing instrument was acknowledged before me this _ day of
and the
of Independent School District No. 281
,1999
and
on behalf of said
independent school district.
Notary Public
: :ODMA \PCDOCS\RIDER \';JR1.5lf5
OClobcr 15. I'Nl)
8
Parcell:
Parcel 2:
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EXHIBIT A
Legal Description
East 'is of the Northwest \;4 of the Southeast \;4,
Section 7, Township 118, Range 21 according to the
Government Survey thereof, excepting the South 30
feet of the East 30 feet thereof.
West 'is (W 'is) of the Northeast \;4 (NE \;4) of the
Southeast \;4 (SE \;4), Section 7, Township 118, Range
21, according to the Government Survey thereof,
excepting therefrom:
(a) The South 30 feet of the West 'is (W 'is) of the
Northeast \;4 (NE \;4) of the Southeast \;4 (SE
\;4), Section 7, Township 118, Range 21; and
(b) That part of the Northeast \;4 (NE \;4) of the
Southeast \;4 (SE \;4), Section 7, TO\\11ship
118, Range 21, lying North of 47th Avenue
North and lying between a line drawTl 30 feet
West of and parallel to the westerly line of
Virginia Avenue North and the westerly line
of Virginia Avenue North as platted in
Lynncroft Addition.
EXHIBIT B
FLOOR PLAN
N~
1/32. ~ 1'-0.
TO PARKm
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Site Plan
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EXHIBIT C
Termination Fee Schedule
TERMINATION TERMINA TION TER1vfIN A TI ON TERMINATION
DATE FEE DATE FEE
June 30, 2001 $3, 223,096 June 30, 2021 52,289,008
June 30, 2002 53,194,847 June 30, 2022 $2,214,055
June 30, 2003 $3,165,185 June 30, 2023 $2,135,354
June 30, 2004 $3,134,040 June 30, 2024 $2,052,717
June 30, 2005 $3,101,338 June 30, 2025 $1,965,949
June 30, 2006 $3,067,001 June 30, 2026 $1,874,842
June 30, 2007 $3,030,947 June 30, 2027 $1,779,181
June 30, 2008 $2,993,091 June 30, 2028 $1,678,736
June 30,2009 $2,953,341 June 30, 2029 $1,573,268
June 30, 2010 $2,911,604 June 30, 2030 I $1,462,528
June 30, 2011 $2,867,780 June 30, 2031 $1,346,250
June 30, 2012 $2,821,765 June 30, 2032 $1,224,159
June 30. 2013 $2,773,449 June 30, 2033 $1,095,962
June 30, 2014 $2,722,718 June 30, 2034 $961,357
June 30, 2015 $2,669,450 June 30, 2035 $820,020
June 30, 2016 $2,613,518 June 30, 2036 $671,617
June 30, 2017 $2,554,790 June 30, 2037 $515,794
June 30, 2018 $2,493,126 June 30, 2038 $352,180
June 30, 2019 $2,428,378 June 30, 2039 $180,385
June 30, 2020 $2,360.393 June 30, 2040 $0.00
OD~I.-\PCDOCS'RIDER',..I1XZj'),S
October ~5, l'l'N
4401 Xylon Avenue North
New Hope, Minnesota 55428-4898
www.ci.new-hope.mn.us
City Hall: 612-531-5100
Police: 612-531-5170
Public Works: 612-533-4823
TOO: 612-531-5109
City Hall Fax: 612-531-5136
Police Fax: 612-531-5174
Public Works Fax: 612-533-7650
October 28, 1999
Mr. Tom Walerius
Senior Associate for Business Services
Independent School District No. 281
4148 Winnetka Avenue North
New Hope, MN 55427
Subject:
Development Agreement and Facilities Use Agreement
Dear Mr. Walerius:
As you are aware, at the October 25 New Hope City Council and EDA meetings, the Council and EDA
approved the Development Agreement and Facilities Use Agreement pertaining to the Cooper gyms
project. Enclosed are four copies of each agreement that have been executed by the Mayor and City
Manager. Please sign all eight copies, retain two copies of each agreement for the School District and
return two copies of each agreement to the attention of Valerie Leone, City Clerk, at the city offices.
If you have any other questions, please contact me at 612-531-5119. The City would like to thank you
for your cooperation during this process and look forward to a successful construction project in 2000.
incerely,
\~~~
Kirk McDonald
Director of Community Development
Enclosure:
Development Agreement and Facilities Use Agreement
cc: Dan Donahue, City Manager
Steve Sondrall, City Attorney
Mark Hanson, City Engineer
Shari French, Director of Parks & Recreation
Doug Sandstad, Building Official
Valerie Leone, City Clerk (Improvement Project 662)
Family Styled City _ For Family living
COUNCIL
-
I~ml
l1/ HO
-
REQUEST FOR ACTION
Originating Department
Approved for Agenda
Parks & Recreation
August 13, 2001
Agenda Section
f0mm,j/t:C
Item No.
By: Shari French
h
I.... /
/'-//
6.5
By:
./
MOTION TO ACCEPT IMPROVEMENT PROJECT NO. 662 (COOPER GYMS) TO ROBBINSDALE SCHOOL
DISTRICT 281 AND APPROVE FINAL PAY REQUEST IN THE AMOUNT $89,018.17
REQUESTED ACTION
Staff is recommending that the Council accept Improvement Project 662 and approve final payment to R.obbinsdale School District 281 in the amount of
$89,018.17. The City will issue final payment when all appropriate paperwork has been received from the District, including a utility easement, to close
out this project.
BACKGROUND
In April of 1999, the City Council met with representatives of the School District at a City Council Work session to discuss options to add gyms to
Cooper High School, after staff had met with District representatives earlier in the year to discuss community/school district needs and design options.
The Council was favorable toward the proposal and directed that a public hearing be scheduled to consider modifying the redevelopment and tax
increment financing plans to include the Cooper High School property in an area where tax increment financing (TIF) funds could be utilized for
community center and recreational purposes. On June 28th of that year, said public hearing was conducted and the Council and EDA approved
resolutions modifying the redevelopment and tax increment financing plans to allow the expenditure of up to $3.25 million on the Cooper gyms
expansion project, which also included the reconstruction of tennis courts on the site with costs being prorated between the two entities. The approval
of the resolutions authorized the use of TIF funds for the project, but did not commit the City to the project. In July of 1999, the plans were reviewed by
the Planning Commission and the Commission recommended approval of the conditional use permit amendment request to the City Council. On
August 9th of same year, the City Council accepted the recommendation from the Commission and approved the plans and the CUP amendment
request. Staff and the City Attorney then coordinated with the School District on the appropriate agreements.
One of the issues that the City Council wanted addressed prior to consideration of the Cooper Gyms Agreement was the Ice Arena Rental Agreement.
The School District approved an agreement acceptable to the City on October 4, 1999, and the City Council approved that agreement on October 11,
1999. On October 25, 1999, the City Council approved the final two agreements for the Cooper gyms project. The agreements outlined the City/EDA's
intent to provide Independent School District No. 281 with a $3,250,000 grant, primarily for the addition of new gyms at Cooper High School. In
consideration for the contribution, the School District will provide the City with priority use of the gym facilities.
FUNDING
The final amount that will be paid to the ISO 281 including this final payment will total $3,132,959.87. The cost of this project will be at $3,156,570.79
when this final payment is made to the School District. This amount includes all costs associated with the project. This project to date then is under
the $3.25 million budget by $93,429.21.
ATTACHMENTS
A letter from the School District dated July 20, 2001, requesting this final payment, is attached.
MOTION
BY
t!t~~{~/)/
SECOND
BY
( ~/J:vAG-
TO: Ill";;? Jij::>C
I
I:RFA\P&R\Cooper Project\final 662 with 281.doc
(5 DI\T21CT Q81
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July 20, 2001
I
ROD D I W)Dr1 LE.
area schools
City of New Hope
Mr. Dan Donahue
4401 Xylon Avenue North
New Hope, MN 55428
Dear Mr. Donahue:
The attached statement represents work performed in connection with the Cooper High
School gymnasium project. The amount of payment request number 14 from the City
of New Hope to the Robbinsdale School District is $89,018.17
This should be the last request for a payment from the city for the Cooper Gym. The
above amount includes the retainage as well as invoices that cover the period from
February 2001 through July 2001. The total that the city has paid to the school district,
including this request, is $3,132,959.87. The total cost was not to exceed $3,175,000. We
have indeed completed this project within the budget.
Once again, I want to thank you, your staff, the city council, and the mayor for your
efforts in making this a successful project. I am sure that the continued cooperation
between the district and the city will serve the students in this community well for many
years.
Please submit payment to Robbinsdale School District #281, Torn Walerius, 4148
Winnetka Avenue North, New Hope, MN 55427. Please call me at 504-8037 if you
have any questions. Thank you.
:d~~fi?t-~
Thomas H. Walerius
Senior Associate for Business Services
enc's
km
Education Service Center. 4148 Winnell<a Avenue North. New Hope MN 55427-1288. (763) 504-8000 . Fax (763) 504.8973
COUNCIL
REQUEST FOR ACTION
Originating Department
Approved for Agenda
Parks & Recreation
1/10/2000
Agenda Section
Development
& Planning
Item No.
8.3
By:
Shari French
DISCUSSION REGARDING COOPER GYMS AND TENNIS COURTS PROJECT BIDS (PROJECT 662
REQUESTED ACTION
Staff is recommending that Council accept the bids for the Cooper High School joint gyms and
tennis courts project per the School District staff and Board's recommendation. Mr. Tom
Walerius will be here Monday evening to answer any questions and to share the details.
After reviewing bids with the City Manager, staff strongly agreed to recommend to the School
District that the upgraded gymnasium flooring as well as the alternate bid for a batting cage be
included in the bid to be awarded. The School Board will act on the bids tonight, Monday,
January 10, 2000 at 7:00 pm including the City recommended floor and batting cage.
The base bids received were all quite similar. The total recommended bids themselves were
quite favorable and lower than the architects expected them to be.
BACKGROUND
In April, the City Council met with representatives of the School District at a City Council Work
session to discuss options to add gyms to Cooper High School, after staff had met with District
representatives earlier in the year to discuss community/school district needs and design
options. The Council was favorable toward the proposal and directed that a public hearing be
scheduled to consider modifying the redevelopment and tax increment financing plans to
include the Cooper High School property in an area where tax increment financing (TIF) funds
could be utilized for community center and recreational purposes.
On June 28th, said public hearing was conducted and the Council and EDA approved
resolutions modifying the redevelopment and tax increment financing plans to allow the
expenditure of up to $3.25 million on the Cooper gyms expansion project, which also includes
MOTION BY
RFA-DOl
TO:
the reconstruction of tennis courts on the site with costs being prorated between the two
entities. The approval of the resolutions authorized the use of TIF funds for the project, but did
not commit the City to the project.
In July, the plans were reviewed by the Planning Commission and the Commission
recommended approval of the conditional use permit amendment request to the City Council.
On August 9th, the City Council accepted the recommendation from the Commission and
approved the plans and the CUP amendment request. Staff and the City Attorney then
coordinated with the School District on the appropriate agreements.
One of the issues that the City Council wanted addressed prior to consideration of the Cooper
Gyms Agreement was the Ice Arena Rental Agreement. The School District approved an
agreement acceptable to the City on October 4th, and the City Council approved the agreement
on October 11th.
On October 25, 1999, the City Council approved the final two agreements for the Cooper gyms
project. The agreements outlined the City/EDA's intent to provide Independent School District
No. 281 with a $3,250,000 grant, primarily for the addition of new gyms at Cooper High School.
In consideration for the contribution, the School District will provide the City with priority use of
the gym facilities.
January 4, 2000
I
ROO 0 I ~5DI1 LE.
area schools
City of New Hope
Attn: Shari French
4401 Xylon Avenue N.
New Hope, MN 55427
Dear Shari:
Enclosed are extra sets of bid recommendations for the Cooper High School Gymnasium
and Tennis Court Addition. These will be accepted at the January 10, 2000 School Board
meeting. Please contact me at 504-8037 if you have any questions. Thank you.
Sincerely,
~ar;V ?/-cdu~
Thomas H. Walerius
Senior Associate for Business Services
enc
Education Service Center. 4148 Winnetka Ave. N.. New Hope MN 55427-1288. (612) 504-8000 . Fax: (612) 504-8973
50) S i. PFTL!\ S il\ i;
\ i. 1'\1. i. \ 1 :\ ~ ~ 1 (I
f,'; I 11
December 30, 1999
l'.'\\ (~.::; 1.22.1. )6:i(1
School Board Members
Independent School District 281
4148 Winnetka Avenue North
New Hope, MN 55427-1288
.2) SOUT1l C R()\' F t\ VF~ L: I
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City Council Members
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
Re: Independent School District 281
Cooper High School Gymnasium and Tennis COUlt Addition
Commission No. 99088
Dear School Board and City Council Members
On December 23, 1999, thirteen (13) bids were received for the Cooper Gymnasium and
Tennis Courts. Attached is a Bid Tabulation for your review as well as a Budget
Analysis.
We have reviewed the bids and found them to be within your budget. The following are
recommendations for the base bid and the alternates:
Base Bid:
S2,537,710
Recommendation:
Accept Base Bid
Alternate No.1 - Liquidated Damages
No Change
This alternate addresses the Substantial Completion Date and requires the Contractor to
pay a penalty of S I ,000 per calendar day, if the substantial completion date is not met. In
this case, the Contractor agrees that they can meet the deadline.
Recommendation:
Accept Alternate No.1
A/femafes Nos. 2. 3 olld -/ u/,e.!c)/, di/laellf IFoodfloo/' sysfems. The !Jose Bid did Ilof
illc/ /Ide ony lI'()()dfloo/'illg
Alternate No.2 Wood Floor Type I
Add: S134,583
Construction of th is floor provides a more consistent bounce throughout the lifetime of
the floor system. The playing surface is thicker than typical allowing additional long
term refinishing potential.
Recommendation:
Accept Alternate No.2
Ft!:(;;!
Oppo rfU 11/1)'
EmploJ'u
Letter to School Board and City Council
Page Two
Alternate No.3 Wood Floor Type II
Add: 5133,596
This system is similar to the Alternate No.2 floor system, however, the thickness of
the playing surface is typical in thickness.
Recommendation:
Reject Alternate No.3
Alternate No.4 Wood Floor Type II
Add: 5101,656
This floor system is similar to the systems installed in the Armstrong gym. The
playing surface material is typical in thickness.
Recommendation:
Reject Alternate No.4
Alternate No.5 - Batting Cage
Add:
56,159
This Aternate adds a motorized retractable batting cage into the project.
Recommendation:
Accept Alternate No.5
Alternates M-l and lvI-2 were included to provide competitive bidsfor the facility's
Energy A1anagement System. Currently, the Seibe Company is already managing the
system at Sandburg j\;fiddle School. The acceptance of the Trane System will moillfoin
future competitive bids.
Alternate M-l - Seibe Add: 5113,686
Recommendation: Reject AItemate No. M-1
Alternate M-2 - Trane Add: 5100,216
Recommendation: Accept Altemate No. M-2
Our further recommendation is that the Contract for Construction of the Cooper High
School Gymnasium and Tennis Court Addition be {l\varded to:
CM Construction
12215 Nicollet Avenue South
Burnsville. ivlinnesota 55337
Letter to School Board and City Council
Page Three
The total contract amount is summarized as follows:
Base Bid
Alternate No. 1
Alternate No.2
Alternate No.5
Alternate No. M-2
TOTAL CONTRACT
$ 2,537,710
No Change
+ 134,583
+6,159
+100.216
S 2,778,668
Please call if you have any questions.
Sincerely,
ARCHITECTS AND ENGINEERS
Gregory R. Dehler, AlA
Project Manager/Associate
Attachments
cc: Kirk McDonald, City of New Hope
Sheri French, City of New Hope
Ken Kosta, Superintendent, ISO 281
Tom \Valerius, Sr. Assoc. for Business, ISD 281
Jim Gerber, ISO 281
Barb Lehman, Cooper High School
Kevin Sullivan
Mike Derrig
f'v'1 ike Klass
(~lllitlll()~ ::\'dcc()lj
lU~L~
Bidder's Name
Arkay Construction
520 Mendelssohn Avenue NO
Golden Valley. UN 5S-;V
?hone: (612) 5<<-3341
Fax: (612l544-336S
ons c ,on
12215 Nic:ol)etAvenue S
SI.Jt'f'lS';'ill, MN 55337
?hone; (612) 895-8223
Fax: (612) es.81S3
e nc.
., Co. Rt:t 10
Coreora."\ MN 553::17
P~oe: (612) 4S3-7fl4.4
Feu:: (612) ~sa-9951
on
3550 lalxlre Road, Ste 10
ons!.
'41aSTI\lanStr~t
51. POI1,.\!. MN 5117
Phone (551) 4S5-67~5
Fax:.(5S1)4S-5-47S7
un a n onst.
3023 R:tOOcl"o St NE
fkr~"leapo!is. MN 55416
;:>h::Ir.e (612) 782-22$J
ons!.
:;:=-::5 Gch:l;,>r. 'J..;\ey RO;l::
'::;':'\Q.~:1 V;;.\1ef _ M~; 55422
:":0:-.;;,"",:: ;,:;1::,~3.$:.:;:;
"al (512!~€-312"2
Rochon
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:>;i:'1"'\O,,~Mf;5s.:.4:
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;:;a iS12i<;~';.8;C1
Remarks
City of New HopelISD #281
Cooper High School
Gym and Tennis Courts Addition
frt1:J
Wold Architects and Engineers
December 30, 1999
Revised January 3, 2000
BUDGET and BID ANALYSIS
Construction Bid 12/23/99
Citv of New Hope ISD #281 Total
Funding Source
Cooper H.S. Gym & Tennis Courts Addition $ 3,250,000
Finance Costs $ (75,000)
TOTAL FUNDS AVAILABLE $ 3,175,000 $ 197,500 $ 3,372,500
Construction Costs
Civil (See estimated Summary below) $ 143,000 (Est.) $ 179,500 (Est.) $ 322,500
General l $ - $ -
Mechanical $ - $ -
Electrical $ 2,456,168 $ -
TOTAL (Bid 12/23/99-$2,778,668) $ 2,599,168 (Est.) $ 179,500 (Est.) $ 2,778,668
Funding Allocation
AME Fees $ 200,31 I $ 9,219 $ 209,530
Commissioning (Estimated) $ 25,000 $ - $ 25,000
$ $ .-.. 3,000
Geotechnical (Estimated) $ 2,868 132
Plan Review Fee/Permits (Waived by the City) $ - $ - $ -
Bid Advertising/Printing (Estimated) $ 4,780 $ 220 $ 5,000
City Legal and General Engineering $ 25,000 $ - $ 25,000
Structural Special Inspections (Estimated) $ 6,000 $ - $ 6,000
Construction Testing (Estimated) $ 6,692 $ 308 $ 7,000
SUBTOTAL $ 270,651 $ 9,879 $ 280,530
Furniture and Equipment
Furniture and Signage $ 5,000 $ - $ 5,000
Sound System and Concessions Equipment $ 15,000 $ - $ 15,000
Equipment $ 3,000 $ - $ 3,000
SUBTOTAL $ 23,000 $ - $ 23,000
Contingency $ 282, I 8 I $ 8,121 $ 290,302
TOTAL PROJECT COST 3,175,000 197,500 3,372,500
Summarv of Estimated Site/Civil Costs City District Total
Ball Field Access (30% Cityl70% ISD 281) $ 4,500 $ 10,500 $ 15,000
Tennis Courts (30% Cityl70% ISD 281) $ 58,500 $ 136,500 $ 195,000
Ball Field Reconstruction (0% CityIlOO% ISD 281) $ - $ 32,500 $ 32,500
Remaining Site Work - Landscaping. Etc. $ 80,000 $ - $ 80,000
TOTALS $ 143,000 $ 179,500 $ 322,500
Please note that the costs identified as "civil" are estimated at this time. Upon award of the contract, specific costs wiII be provided.
g\990BBlreportslbudgelanalysis#2.xls
Page 1
Commission No. 99088
COUNCIL
REQUEST FOR ACTION
if &0 ~
4-19-99
Agenda Section
Unfinished &
Org. Business
Originating Department
Community Development
Approved for Agenda
ByKirk McDonald
By:
Item No.
ll.l
DISCUSSION WITH REPRESENTATIVES OF SCHOOL DISTRICT #281 REGARDING POTENTIAL
CONSTRUCTION OF GYMS AT COOPER HIGH SCHOOL WITH TAX INCREMENT FINANCING
FUNDS
REQUESTED ACTION
Staff requests that the Council meet with and offer feedback to representatives of School District #281
regarding the potential construction of gym facilities at Cooper High School utilizing tax increment funds
as one of the revenue sources. Representatives from the District that may be present include:
· Tom Walerius, Senior Associate for Financial Services
· Barb Lehman, Cooper High School Athletic Director
. Jim Gerber, Senior Associate for Buildings and Grounds
It Gregory Dehler, Wold Architects and Engineers
BACKGROUND
In July 1998, the City Council and EDA considered a resolution to modify the TIF District to include the
Cooper High School property in an area where TIF funds could be expended for purposes of financing
the construction of gyms on the site. The City of Plymouth previously approved TIF funds for the
construction of gym facilities at Armstrong High School. The resolution to add Cooper to the TIF District
was not approved and the general direction given was for the School District to develop more complete
plans and cost estimates. Over the past six months, representatives from the School District and Cooper
have been meeting with city staff to determine the type of facilities that would best meet City and School
District needs and still keep costs at a minimum. The School District will be presenting three options to
the Council on Monday night and be requesting consideration of TIF funding to finance the project.
ATTACHMENTS
It Cost Estimates and Plans
· 7/27 EDA Minutes and Request
· TI F Districts Cash Flow Statement
CL
~hYf.
RFA-OOl
TO:
FROM:
DATE:
COMM. NO:
-
M E M 0 -R AND U M
- -
WOLD ARCHITECTS
AND ENGINEERS
Kirk McDonald, City of New Hope
305 ST_ PETER STREET
ST.PAUL_MN 55102
651.227-7773
FAX 651_223.5646
Greg Dehler
71 5-H TOLLG.HE RO,\D
ELGIN,IL 60123
847.608.2600
HX 847_608.2654
April 16, 1999
9999
NET: HTTI'/ /WWW.WOLDAE.COM
SUBJECT:
Cooper High School Gym Addition
Project Description Layout:
Option 1 Option 1 a Option 2 Option 3
. (2) shortened . Same as Option 1 . (2) full size . (2) full size
basketball courts with storage added. basketball courts basketball courts
50'x74' with 10' with 12' from the with 12' from the
from the baseline baseline to the baseline to the
to the wall, 5' -0" walls, 10' from the walls, 10' from the
between the side court to the side court to the
sideline and the bleachers, and 10' bleachers, and 10'
wall, and 6'-0" between the courts. between the courts.
between the courts. .. (2) regulation .. (2) regulation
. (I) full sized volleyball courts volleyball courts
basketball court striped over the striped over the
50'x84' striped basketball courts, basketball courts.
perpendicular to e One center drop II One center drop
the shortened curtain between the curtain between the
courts. courts. courts.
II (2) regulation II Each basketball E> Each basketball
volleyball courts court will have two court will have two
striped over the crosscourt crosscourt
short basketball basketball basketball
courts. backboards. backboards.
II (1) regulation II (2) Fixed bleachers II (2) Fixed bleachers
volleyball court two rows high on two rows high on
striped over the full each end. Total each end. Total
size basketball seating for 200. seating for 200.
court. II All backboards will E> All backboards will
E> All backboards will be full size be full size
be full size rectangular glass. rectangular glass.
rectangular glass. II Wood gym floor. II Suspended walking
e No crosscourt II Acoustic concrete track 10' wide.
basketball block and acoustic II Acoustic concrete
backboards. metal deck. block and acoustic
E> One center drop metal deck.
curtain between the
courts.
II Wood gym floor.
II Acoustic concrete
block and acoustic
metal deck.
Memorandum to Kirk McDonald
Page Two
Program Areas:
Gymnasium Floor (wall to wall)
Elevated Walking Track
Storage
Elevator and Elevator Equipment
Concessions
Mechanical
Circulation and Structure
Total Gross Addition
*Roof top units
Option 1
10,904 SF
Option 1 a
10,904 SF
Option 2
14,878 SF
Option 3
14,878 SF
4,780 SF
530 SF
160 SF
215 SF
640 SF
5.917 SF
27,120 SF
530 SF
530 SF
RTU's*
3.246 SF
14,150 SF
3.725 SF
15,160 SF
520 SF
3.272 SF
19,200 SF
Proposed Cooper High School Project Costs
Option 1
(14,150 SF)
Option 2
(19,200 SF)
Option 3
(27,120 SF)
Site Improvements
. Parking and Fire Access Road
. Utilities
Construction
. New and Remodeled Areas
and Code Upgrades
Fees, Testing
Contingency
Total Proposed Cooper High School
Project Costs
Tennis Court Construction (7 courts)
Site and Construction
Fees and Testing
Contingency
Total Tennis Court Costs
Attachments:
e Option Drawings
e Site Plan
cj\9999\apr99
Option 1 a
(15,160 SF)
$ 75,000 $ 74,000 $ 75,000 $ 75,000
$ 84,000 $ 84,000 $ 84,000 $ 84,000
$ 1,625,000 $ 1,728,000 $ 2,130,000 $ 2,920,000
$ 163,000 $ 189,000 $ 229,000 $ 308,000
$ 179.000 $ 192.000 $ 250.000 $ 340.000
S 2,126,000 S 2,267,000 S 2,768,000 S 3,727,000
$ 290,000
$ 32,000
$ 32.000
S 354,000
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Approved EDA Minutes
Meeting #4
CALL TO ORDER
ROLL CALL
APPROVE I\1INUTES
REDEVELOPMENT
PLAN AMENDMENT
Item 4
New Hope EDA
Page 1
CITY OF NEW HOPE
4401 XYLON AVENUE NORTH
NEW HOPE, MINNESOTA 55428
July 27, 1998
(Meeting held at School District Adm. Building)
President Enck called the meeting of the Economic Development Authority to order
at 7:13 p.m.
Present:
Staff Present:
Enck, Cassen, Collier, Otten, Norby (arrived at 8:25 pm)
Sondrall, Hanson, Donahue, Leone, McDonald, Henry, Kern
Motion was made by Commissioner Otten, seconded by Commissioner Cassen, to
approve the EDA minutes of June 22, 1998, with a correction clarifying Collier's
absence. Voting in favor: Enck, Cassen, Otten; Abstained: Collier; Absent: Norby.
Motion carried.
President Enck introduced for discussion Item 4, Resolution Approving 1998
Amendment to Master Modification to Redevelopment Plans and Tax Increment
Financing Plans and Requesting the Approval of the City Council.
President Enck noted that the EDA must take action on Item 4 before reconvening as
the City Council and voting on Item 7.2.
Mr. Dan Donahue, City Manager, stated the plan amendment would expand the
district area to include the PPL housing redevelopment project and the Cooper High
School Property. He stated the City has previously authorized the use of tax
increment revenues to fund a portion of the costs for the PPL housing project but has
not committed to any project or funding for recreational facilities at Cooper High
School. Approval of the amendment expanding the district area does not authorize the
expenditure of funds.
Mr. Donahue reported that Hennepin County was the only taxing jurisdiction which
provided comment regarding the tax increment hearing. He summarized that the
County did not have any objections to inclusion of the Project for Pride in Living
development, but commented that the use of tax increment for construction of a
school gymnasium does not fall within Hennepin County guidelines for acceptable
use of TIF.
Commissioner Cassen questioned why similar funding was approved for the
gymnasium at Armstrong High School. Mr. Donahue stated the County admitted that
it was an oversight on their part.
Commissioner Collier recommended separating the properties for the vote on the
plan amendment.
Mr. Donahue clarified that no formal action has been taken on the Cooper project.
Further he stated there would be no change to the TIF district but only an expansion
of the development area where funds could be expended in the future.
Substantial discussion ensued regarding costs, commitments and the use of tax
increment.
July 27, 1998
MOTION
H.C. LETfER
Item 4
RESOLUTION
EDA 98-06
Item 4
MOTION
SUSPENSION AND
RECONVENING OF
lVIEETING
REGENT
APARTMENTS
Item 5
9200 49TH AVE. N.
IMP. PROJECT 597
Item 6
New Hope EDA
Page 2
Motion was made by Commissioner Collier, seconded by Commissioner Cassen,
acknowledging receipt of the July 24 Hennepin County memorandum and
entering it into the record. All present voted in favor. Motion carried.
Commissioner Collier moved approval of the following resolution expanding the
plan to include the Project for Pride in Living property:
"RESOLUTION APPROVING 1998 AMEND:MENT TO MASTER
MODIFICATION TO REDEVELOPMENT PLANS AND TAX INCRE:MENT
FINANCING PLANS AND REQUESTING THE APPROVAL OF THE CITY
COUNCIL" .
The motion for the adoption of the foregoing resolution was seconded by
Commissioner Cassen, and upon vote being taken thereon, the following voted in
favor thereof; Enck, Cassen, Collier, Otten; and the following voted against the
same: None; Abstained: None; Absent: Norby; whereupon the resolution was
declared dulv passed and adOPted, signed by the president which was attested to by
the executive director.
Motion was made by Commissioner Otten, seconded by Commissioner Cassen, to
approve amendment to the plan by including the Cooper High School property.
Voting in favor: Enck, Otten; Against: Collier, Cassen; Absent: Norby. Motion
failed.
The EDA Meeting was suspended at 7:32 p.m. to reconvene the City Council
Meeting. The EDA Meeting reconvened at 9:03 p.m. (Commissioner Norby arrived
at the Council Meeting at 8:25 p.m.)
President Enck introduced for discussion Item 5, Discussion Regarding Potential
Multi-Family Rehabilitation Project at Regent Apartments, 7136 60th Avenue, 6017
Louisiana Avenue, and 7124 Lombardy Lane (Project 645).
Mr. Kirk McDonald, Director of Community Development, explained that the
owners of Regent Apartments have inquired regarding fmancial assistance for
rehabilitation of the three-building complex. Mr. McDonald inquired whether the
EDA would be interested in providing fmandal assistance similar to the New Hope
Apartment project approved in 1994. He stated the owners are requesting a loan and
consideration of a grant for a portion of the project
The EDA directed staff to communicate with the owners that the EDA would
consider a loan opportunity but would not be willing to consider any form of a grant.
President Enck introduced for discussion Item 6, Discussion regarding Development
Options for City-Owned Property at 9200 49th Avenue North (Improvement Project
No. 597).
Mr. McDonald provided history of the property and that Upper Midwest is no longer
interested in the site. Mr. McDonald requested direction from the EDA on how it
wishes to proceed with the site and offered the following options: 1) no action; 2)
reconsider previous proposals; 3) hire a commercial real estate person to market the
property; or 4) have staff develop a Request for Proposal outlining the types of
development the City would prefer and seek request for proposals from interested
persons.
The EDA directed staff to pursue option 4 by developing guidelines for the use of the
property .
July 27, 1998
EDA
REQUEST FOR ACTION
Or1glnaung Department
Community Development
Approved for Agenda
July 27. 1998
Agenda ~ction
EDA
By:
Kirk McDonald
Director
By. ) If
Item No.
4
RESOLUTION APPROVING 1998 AMENDMENT TO MASTER MODIFICATION TO REDEVELOPMENT
PLANS AND TAX INCREMENT FINANCING PLANS AND REQUESTING THE APPROVAL OF THE
CITY COUNCIL
The attached resolution states that the New Hope Economic Development Authority approves the "Master
Modification" to the Redevelopment and Tax Increment Financing Plans and requests the approval of the
City Council. This resolution should be adopted prior to the City Council public hearing and prior
to the adoption of the Council resolution. The resolution states that the modification services the
original goals and purposes of the city and HRA by redeveloping property in the City in order to prevent or
reduce blight, blighting factors and the causes of blight by providing public facilities which will be of benefit
to all residents of the City. The U 1998 Amendment" authorizes the expenditure of tax increment revenues
derived from the Tax Increment Districts to pay a portion of the costs for the PPL Housing Redevelopment
Project on Bass Lake Road and for recreational facilities at Cooper High School.
ManON BY
TO:
JUL-22-98 WED 11:38
FAX NO. 4255867
P.04/11
Com.ri1issioner
introduced the following resolution Md
moved Its adoption:
EDA RESOLtmON NO. 98-
RESOT .UTION APPROVING 1998 AMENDMENT TO
MASTER MODIFICATION TO REDEVELOPMENT PLANS
AND TAX INCREMENT FINANCING PLANS AND
REQUESTING THE APPROVAL OF TIm CITY COUNcn.
BE IT RESOLVED. by the New Hope Economic: Development Authority (the
"EDA~, as folloW3:
1. PrQposed Amendment. The Housing and Redevelopment Authority in and for
the qty of New Hope, Minnesota (the IIJ.IR.A~ lws approved six rcdc:vclopment plans, as defined
in Minnesota Statutes, Section 469.002, subdivision 16. designated as ~eve1opment Plan 80-2,
Redevelopment Plan 81-1, Redevelopment Plan 82-1, R.cdevdopment Plan 8S-1. Redevelopment
Plan 85-2 and Redevelopment Plan 86-1 (the 'Redevelopment PlaDs->, and redevelopment
projects to be undertaken putSUaU1~, as defined in MInnesota Statutes,. Section 469.002,
subdivision 14 (the 'Redevelopment Projects" and that in 01'der to finance the public
redevelopment costs to be ineurred by the liRA in connection with the Redevelopment Plans and
the Redevelopment Pn)jects, the HRA has approved tax increment finan<;ing p_ pursuant to
the prOvisions of Minnesota Statutes, Section 469.175 (the 'Financing Plans" which establiih
taJt increment financing dimica, as dcfiDcd in .Min~ta Statlltess Section 469.174, subdivision
9, which are desianated by Hennepin County as Tax Increment Finant'inS Diitricts Nos. 1601,
1602, 1603, 1604, 1605, 1606,1607 and 1608 (the -DistrictS"). Pursuant to Minnesota Statutes,
Section 469.094, subdivision 2, the City bas transferred control ofthc Rcdcve10pment Plans, the
Redevelopment Projects, the Financing Plans and the Districts from the HRA to the EDA. On
July 25, 1994, the BOA approved Q1\ amendment to the Redevelopment Plans, the
Redevelopment Projects and the Financing PlaM which is entitled &Muter Modification to the
Redevelopment Plans and the Tax I:acrement FInancing PIam- (the 81994 Master Modification")
to combine the area.<<l subject to the Redevelopment Plans and to exp8Dd the area subj~ to the
R.edevc1opmc:ut Plans and to authorize tbe expenditure of tax increment revenue derived from the
Districts to pay public redeve10pmct costs in the addi1ionall.1'Ca made subject to the
Redevelopment Plans by the 1994 Master Modification and other public improvement costs. On
October 9, 1995, the BOA aDd City ~ additionalllDa1dmcnts to the Redevelopment
Plans, the Redevelopment Projects and the Financing PlaDa mtitled 5199S Ameadment to Master
Modiiication to Redevelopment Plans and Tax Incremem f1nA~\ng PlanS" (81995 Amendments
to Master MMiijcation'. On February 24, 1997, the EDA and City approved additional
amendments to the Redevelopment Plans. the Redevelopment Projects and Financing Plans
entitJed 51 m Amendment to Mater Modification to Redevc10pmem Plans and Tax Incn:ment
FIDancing PlanS' (the 81997.1 Amendments to Master Modification'. On Apri127, 1997>> the
EDA..azKl City approved additional amendments to the Rcdcvdopmcnt PlaDs, Redevelopment
Projects. and Financiq Plans entitled '1997.2 Amendment to Master Mo<I.ification to
JUL-22-98 WED 11:39
FAX NO. 4255867
P. 05/11
Redevelopment Plans and Tax lncrement Financing PlanslJ (the q 1997-2 Amendments to ~1er
Modification~. &th the 1995 Amendments to Master Modification and the 1997-1
Amendments to Master Modification (but not the 1997-2 Amcndments to Master Modification)
included additiomI property in lhe area subject to the Redevelopment Plan.c: and each of the 1995
Amendmentt; to Master Modification, the 1997-1 A.mcndmcnts to M8Ster Modification and the
1997-2 Amendments to Master Modification authorized additional expenditures of tax increment
revenue derived from the Districts. The 1994 Master Modification, the 199' Amendments to
Master Modification. the 1997-1 Amendments to Ma~r Modification and the 1997-2
Amendments to Ma:rter Modification ace herein together referred to as the "Master
Modification-. It is now been proposed that the EDA approve an additional amendma1t to the
Redevelopment Pl~ md the Financing Plans which is entitled -1998 Amendment to Master
Modification to Redevelopment Plans and Tax Increment Financing Plans>> (the &1998
Amcndmen~) to expand the area subject to the Redevelopment Plans and to authorize additional
expendi1ure$ of tax increment revenue to (i) pay redevelopment cosl::s in the area subject to the
Redevelopment Plans, including.. but not limited to, the additional area made subject to the
Redevelopment Plans by the 1998 Amendments, aml (ii) pay adm1nlstrative expenses of the
EDA and the City.
2. ~Wt'ova1 of 199R Amendment The 1998 Am.cndmem has been presented to
this Board and is ordered placed on tile in the office of the Executive Director of the BDA, and
the 1998 .Amendment is hereby approved. The 1998 Amendment further ~es the original
goals and purposes of the City and BRA in approving the Redevelopment Plans, the
Redevelopment Projcct3 and the Financing Plans, by rt:developing property in the City in order
to prevent or reduce blight, blighting factors and the causes ofbJight and by providing facilities
available for use by the public which will be of benefit to all residents of the City. including
those residing in the area subj~ to the Redevelopment Plans.
3. ~tation to City Council. 1'he 1998 Amendment hereby approved shall be
Presented to the City Council .for a public hearing thereon pursuant to Minnesota Statutes,
Section 469.029, subdivision 6 and Section 469.175, subdivision 4.
Dated the 27th day of Iuly, 1998.
President
Attest~
Executive Director
.2-
JUL-22-98 WED 11:38
FAX NO. 4255867
P,03/11
CERTIFICA l'E
NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY
I. the undersigned beiDg the duly qualified Executive Dim;tor of the New Hope
&onomic Development Authority. hereby attest and certify that:
1. As such officer. I am the recording officer of the New Hope Eoonorni<;
Development Authority and hAve the legal cUStOdy of the original record from which the attached
resolution was transcribed.
2. I have carefully compared the attached lC3Olution with the original record of
the meeting at which the resolution was acted upon.
3. I find.the attached resolution to be a true, C01TeCt and complete copy of . the
original :
EDA RESOLUTION NO. 98-_. _
Resolution Approving 1998 .Al'N!ndment to Master Modification to
Redevelopment PlAD3 and Tax IDQI'Clncnt FirumQng Plans and
ReQuestina the Approval of the City CoUDcil
4. I further certify that the affirmative vote on said resolution W8$ -===-- ayes,
- nayes, and _ absent/abstention.
s. Said meeting was duly held., pursuant to call and notice thereof, as required by
law, and a quorum was prcacnt.
WITNESS my hand officially as such Executive Director this
.. 1998.
day of
Daniel J. Donahue,
Executive Din:ctor
JUL-23-98 THU 09:23
~ L.J~.
WJ.u..w.l O. SW~SClN
Sr'E'vliN A. SONDRAJ.J.
MlClAal.. It l...4.Pt.E:ul
w.u'mlP.~
3&aTl" A. Pl!:QY*
C. Al.DEH ~RD/t
OP COUNsE.I..
I..oRDlS O. BaYNEST AD
... ,..". Law ......
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---
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FAX NO. 4255867
P. 02/03
JENSEN SWANSON & SONDRALL, PA
Altor'Mys AI Law
8S2$ EDINDOOK c.o&mlG, STl!:.. 201
lbOOELYN PAH, MI:NNuoTA 55443.1999
TEI..E:PBONX (612) 414-&811 . 'T'RIn.4x (612) 493-5193
J u 1 Y 21, 1 998
Kirk McDonald
City of New Hoce
4401 Xylon Avenue North
New Hope, MN ea428
~E: ~eaolutiona Approving 1996 Amendment
To Master Moditication To Redevelopment
Plans And Tax Increment Financing Plans
And Making ~inding8 With Respect Thereto
Our File: 99.11200
Dear Kirk:
~'ea8e find copies of two resolutions as described above
and the actual 1998 Amendment for consideration at the July
27, 1998 City Couneil and Economic Development Authority
meetings.
The 1998 Amendment provides for tha fol1owing things to
occur:
1. the ine1usion of property at 7300 and 7332 Bass
~.ke ftoad and the aouth 100 ~..~ o~ 7323 58th
Avenue Nor'tn in the redevelopment plan area for TIF
fund use to assist in lawful redeva1opment.
Specifically, ita inclueion in ~he PPL MHOP housing
project.
2.'authorization for the eOA to expend fund. to ..aist
tne 281 Schoo' Di8tric~ to conetruct a gym addition
at Coooer H1gh School on condition the gym facil ity
will be available for u.. by r..identa of the City
on eveninge and weekende.
The 1998 Amendment a1so sets forth the City's Stat~nt of
Need And Objective.. Briefly, thie ;noludee a need for
additional moderately priced housing within tn. C1ty,
elimination of blighted grooerty and the development of
JUL-23-98 THU 09:23
FAX NO. 4255867
P. 03/03
Kirk McDonald
J u 1 Y 21, 1998
Page 2.
more recreat10nal facilities in the City. It also expla1ns the
nat.u~e of the Tax Incr.ment expenditures, seta forth a budget and
makes other findings indicating a need tor the ~mendment.
Since the EOA is requeating the City Council to consider and pass
on these ClrMndment'.$ at the July 27th publiC hearing the EDA
resolution should be passed first. Therefore, when this matt.~ ;s
reached on the Counc;' agenda the Coune; 1 meet; ng shou 1 d be
suspended and the eOA meeting convened to consider and adopt the
eOA resolution first. The Council meeting should then he
reconvened, the Dubl; c hear; ng conducted and the Ci ty Coune; 1
~esolut;on considered and adopted.
Please contact me if yoU have any questions or commenta on this
matte~ .
Very truly yours,
$i:-
Steven A. Sondr.11
z:sas:t1
attachments
cc: Valerie Leone
JUL-22-98 WED 11:39
\ .
FAX NO. 4255867
P. 06/11
1998 AMENDMENT TO
MASTER MODIFICA nON TO
REDEVELOPMENT PLANS AND
TAX INCREMENT FINANCING PLANS
NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY
MASTER MODIFICATION.. APPROVED JULY 25, 1m
1995 AMENDMENT - APPR.OVED OCTOBER 9, 1995
1991 AMENDMENT..APPROVED FEBRUARY 24, 1997
1 moo2 AMENDMENT. APPROVED APRIL 28. 1997
1998 AMENDMENT . APPROVED JUT,Y 27, 1998
JUL-22-98 WED 11:39
FAX NO. 4255867
P.07/11
1. INrRODUCTION
The Commi~oners of the Housing and Redevelopment Authority in and for the
City of New Hope, Minnesota (the ABRA") and the City of New Hope, Minnesota (the gCi~).
have previously approved six Redevelopment Plans designated as Redevelopment Plan8Q.2,
~elopment Plan 81-1. Redevelopment Plan 82-1, Redevelopment Plan 85-1, Redevelopment
Plan 8.5-2 and Redevelopment Plan 86-1 (the "Redevelopment Plans~, and have approved
redevelopment projects (th1:: ARedevelopment Projectsj to be undertaken pursuant thereto, and in
order to finance the public redevelopment costs to be incurred by the City and the HRA in
conn~tion with the Redevelopment Plans and the Redevelopment Projects, the HRA and the
City have approved various tax increment fmancing plans (the "Financing Plans-) which
establi~h tax increment financing districts designated by Hennepin County Q Districts 160 1,
1602, 1603, 1604, 1605, 1606, 1607 lWi 1608 (the "Di::ltrictsj. Pursuant to Minnesota Statutes.
Section 469.094, subdivision 2. the City ha~ transfen-ed control of tho Redevelopment Plans, the
Redevelopment Projcct3, the Financing Plam and the Districts from the H.RA to the New Hope
Economic Development Authority (the "EDA~.
Tn order to authorize the City and EDA to undertake certai.n activities designed to
remove, prevent and reduce blight. blightina factors and the cau.C\e.S of blight in the City and
provide facilities intended to serve alllesicicnts ofthc City, on July 2S, 1994 the EDA and City
approved amendments to the Redevelopment Plans, the Redevelopment Projects and thc
Finlmcing Plans entitled.Master Modification to Redevelopment PIan and Tax Increment
Financma Plans" (the '1994 Master Modification~ which (i) combined the areas ~ubject to the
Redevelopment Plms, (ii) included addltional property in the area subject to the Redevelopment
Plans and (ill) authorized tax increment revenue derived from any or the DistrictS to be utilized in
any area subject to the Redevelopment Plans. On October 9, 1995, the BDA and City approved
additional amendments to the Redevelopment Plams, the Redevelopment Projects and the
Financins Plans entitled &1995 Amendment to Master Modification to Rcdcvclopmcnt Plans and
Tax Increment Flaancing Plans" (the "199' Amendments to Master Modification"). On
February 24. 1997> the BOA and City approved addit.icmal amendments to the Redevelopment
Plans, the Redevelopment ProJ~ and the rinancing Plans entitled '1997 Amendment to Master
Modification to Redevelopment Pll.D3 and Tax Increment Fimmcing Plans" (the "1997
.Amendments to Master Modificationll). On April 28, 1997, the EDA and City approved
additional amadment3 to tho Redevelopment Plans, the Redevelopment Projects and the
Financina Plans entitled '1997-2 A.mencbuents to Master Modification to Redcvc10pment Plans
and Tax ~ Financll'l& PIans- (the "1997-2 Amf!ndmenm to Master Modification"). Both
the 1995 Al11f!I1dments to MISter Modification and 1997 ).~amena to Mula' Modiftcation
included addftional property in tbe area subject to the Redevelopment Plans, and the 1995
.Az:neudments to Muter ModificatiODt the 1m Amendments to Master Modi1ication and the
1997-2 Amendments to Master Modification each authorized additioDll exptDditures of tax
incremem revenue derived from the Districts. The 1994 Master Modification. the 1995
Amendments to Master Modification, the 1997 AmeDdment3 to Master Modification lUld the
1997-2 Amc:ndments to Master Modification arc berein together referred to as the -Master
ModificationlJ .
JUL-22-98 WED 11:40
FAX NO. 4255867
P.08/11
The EDA has identified certain property in the City not presently included in !iny
of Lhe areas Subject to the Redevelopment Plans which the EDA believes either presently
contains blight or blighting factors or which because of age, obSOlescence. market conditions and
other factors is suspectable to blighting conditions, or which could be used for additional
recreational facilities to serve ~ideJJts of the City. Such property consists of the property
located at 7300 and 7332 Bass Lake Road in the City and the :south 100 feet ofpropeny located
at 7323 SStll Avenue North (PID #05 1182131 0005) (toiether. the "PPL Project Property'), and
Cooper Senior High School located at 8230 4Jlh Avcnue North (the "Cooper High School
Propeny-) (the PPL Project Property and Cooper High &hool Property are herein together called
the II Additional Property-).
It is proposed that the EDA acquire the PPL ~ject Property and certain adjacent
property which is already included in the area subject to the Redevelopmcm Plans and sell such
property to Project for Pride in Living, a Minnesota nonprofit COrporation (rpPL II), which
proposes to redevelop such property by the conmuction of II 34-unit rental townhouse
development (the "PPL Housina Project-).
It is proposed that the EDA pay a portion of the cost of a gymrwium addition (lh~
lfRecrcational Facilities") to be CU~1rUcted to Cooper High School by Independent School
District No. 281 on the Cooper High School Property. Such gymnasium 8ddition will be
available for use by residents of the City in the evenings and on weekends and will provide
needed recreational.facilities for the City.
By the M8$tCr ModifiCAtion the Comm.issioners of tile BOA amended the
Redevelopment Plans to combine the areas subject to the .Redevelopment Plan3 and include
additional property in the an:a ~bject to the Redevelopment Plans and amended the Financing
Plans to authori2e the expenditure of tax increment revenues derived from any ot the DistrictS for
public redc:velopment COsts incurred by the City or BOA in connection with the development and
redevelopment of any property in the orca subject to the Rc:dcve1opment Plans and to pay costs of
a community center to be located at Community Center Park. By tb.ia 1998 Amendment to the
Master Modification the Commissiom:rs of the EDA includes the Additional Property in the area
subject to the Redevelopment Plans and ~, the Fioanoing Plans to authorize the additional
expcndit;un, of tax increment revenues derived from any of the Districts for public redevelopment
costs incurred by the City or BOA in connection with the development and redevelopment of the
PPL Housing Project and the Recreational Facilities. This 1998 Amendment to the Master
Modification';' D01 include the Additional Propcny in any of the Districts. This 1998
Amendment to the Master Modification is approved by the Commissioners of the EDA and the
City pursuant to M'Jft1'tC;~ Statut~ Chapter 469.029, subdivision 6. and Minnesota Statutes,
Section 469.175, subdivision 4.
.2,.
07/2~/as THO 11:07 FAl 15123.025..
DORSEY QI1"NEY
liJOO%
n. ST A TEM1r.NT OF NEED AND OB.JF.cnVF~
The development of the PPL Housing Project will aid in the redevelopment of the
pt'Operty in the area subject to the Redevelopment PIaos in a manner beneficial to the residents of
the City and consistent with the objectives oftbe EDA as stated in .Redevelopment Plans and will
aid i.D. the construction of rental housing facilities in the City for families of low and moderate
income, all of which will meet the needs specified in Redevelopment Plans. The constnJctiOll of
the Recreational Facilities will provide needed recrcatio.aal facilities for residents oftb,e City.
In. ADDmONAL EXPENDITURF. OF T A'X INCRF.Ml:N1:
Additional expenditures of tax i.ncremcm authorized by this 1998 Amendmcct to
the: Master Modification of the Redevelopment Plans aDd. Tax Increment Financing Plans include
costs associ8.1ed 'With the site development and construction oftbe Recreational Facilities and the
acquisition by the EDA of all or a portion of the property on which the PPL Project will be
located and the demolition or rehabilitation of existing buildings located thereon and site
development and other public redevelopment costs associated with the redevelopment activities
related to the construction of the PPL Housing Project. White the adoption of this 1998
Amendment to the Master Modification authorizes such expenditures of tax increment, it does
not obligate the City or EDA to assist with the devclopmcm of the PPL Housing Project or the
coDStl:'uction of the Recreational Facilities.
[n 1994 Spri.agstcd I.acorporated on behalf of the BOA has prepared an analysis of
the cashfJow of the District8 through the year 2004. A tOpy of sacl:l casbfJow analysis is attached
as Exhibit B to the 1994 Mastez Modification.. Not iDcluded in such analysis is any tax
incra:ncut revenue derived from the tu ~t 5naocing district designated in Hennepin
County as 'fax Increment Financing District No.6 (in which is located the Anthony James
Apartments) since bec.au.se of obligations previously incurred by the City aDd the BOA it is not
expected that thete will be any excess tax iDctement .revenue generated by such District during
the period covered by the cashfIow analysis.
The estimated total cost oftbe Recreational Facilities is $2,300,000. The use of
tax increment derived from the Di~cts to pay aU or a portion of the costs of the Recreational
Facilities is hereby authorized.
follows:
The total costs of the Recreational Facilities is pIaC.Qtly estimAted to be as
-3-
JUL-22-98 WED 11:41
Site Development
Construction
Fees, Testing. Survey, Pcrmit~
Contingency
FAX NO. 4255867
P. 10/11
$ 80,000
1,900,000
198,000
122.000
$2,300,000
The estimated additional expenditure of the tax increment .rell:tt.ed to the
acquisition Md developmeot of the PPL Housing Project is not to exceed $1,400,000. The use of
up to S 1.400.000 of tax increment derived from the DUtricts to pay public redevelopment costs
related to the PPL Housing Project is hereby authorized. Costs of the PPL Housing Project to be
paid with tax increment will consist of land acquisition co~lS and site development. The
estimated costs of the PPL Housing Project are as follows:
Land Acquil\ition and
Relocation
Site Work
COnstruction
Development and
Professional Fees
Financial Co~t3' and Reserves
$1,702.000
454,658
2,527,019
603,284
-1.~
$5,484,864
In addition to the foregoing costs, the use of tax inc.rcmc:nt to pay administrative
costs of the BOA related to the Redevelopment Plans. Redevelopment Projects and Financing
Plans in the amount of up to $500,000 i3 hereby authorized.
Costs authorized hereby to be paid with tax increment revenues of the Districts
may be paid directly from tax increment derived from the Di3tricts, or may be paid indirectly
from twc increment derived ~ the Districts. by the payment of debt service on a loan or rOMS
made by the City to the EDA or by the BDA to finance such OOSL Any such loan made by the
City or BOA will be repai~ with interest. from the tax increment derived from the Districts.
Other than the loan or loen:s from the City or the EDA, it is not expected that any obliiations will
be issued by the City or EDA to finance such costs.
IV. FI~.i.L AND ECONOMIC tMPLICAnONS OF ADDmONAL
EXPENnITUR1!'..~
It is estimated fi.CICaJ and economic implications of the additional expenditures of
tax increment revenue derived fium the Districts authorized by this 1998 Amendment to the
Master Modification will be as follovvs:
The local governmental units other than the City which an: authorized by law to
lC"V)' ad valorem propeny taxes in the area where the Districts are located are Independent School
-4-
JUL-22-98 WED 11:41
FAX NO. 4255887
P.111tt
. .
District No. 281, Hennepin County, the HRA, the EDA, and various metropolitan area
authoritic.1, including the Metropolitan Council. the Metropolitan Transit Com.rnWion, the
Metropolitan Airports Commi~."iion and the Metropolitan Mosquito Control District (the local
governm~t units).
After the establishment and during the continuation of the Districts, as a result of
the Redcvelopment Projec~ and the implemeIJtation of the Redevelopment Plans and the
improvements in the Districts there has been an increase in the tlJX capacity of the taXable
property in the Districts. If the tax increments derived from the Districu are not applied to pay
the additional expenditures described herem, the Districts would tenninatc earlier than would
otherwise be the case assumi.n2 ad valorem taxes are paid with respect to thc taxable property in
the Districts in the anticipated amounts. Upon such termination such increased tax capacity
would be available for taxation by the local governmental units. However, ~ a r=.-uJ.t of this
1998 Amendment to the ~lcr ModItlcation such increase in tax capacity will not be available
for taxation by the local governmental units until at least ~ly 2007.
v. DE'nRMlNA. nONS IN ORIGINAl.. FINANcmG PL\M
The dctcrmin.ations made in the Financing Plans with ~t to desiiD8tion of the
Districts as Redevelopment Distri~ the impact of the estab1tClh"lent of'thc Dbtricts and the
implementation of the Redevelopment Plans and undertak.ina of the Redevelopment Projects and
the captUred tax capacity of the Districts upon the redevelopment thereof am not a1l'ected by this
1998 Amcndmmn to the Master Modification and such determinations remain in full force and
effect following the adoption of tbi:s 1998 ,,~ to 1he Master ModUIcatioD.
VI. ADDmONAL AMENDMENTS TO PLAN;
The City and the EDA resc:ve tho riabt to altet the Master Modification as
amended by this 1998 Amendment to the Mastct Modifi~on and to fbnber amend or modify
the Redevelopment Plans aDd the Financina Plans by their joint action, subject to the provisiows
of state law resuJati.ag such action.
va ORIGINAl. PLAN
'Ibe ~ Plana and the Fi~"g Plans, except to the extent
provisions tbereofhaw pnvioualy been explicitly amended. or suppJernemed 8D4 are explicitly
amended or SUJIp~ by thia 1998 A~~ to the Master Modification sbal.1 r=Wn in
and be in fW11brce IDd effect.
as..
~
/'
-
BASS LAKE TOWNHOM!S
DEVELOPMENT APPUCAnON
PNj<<:I D.- ,1Uft
Pro;c &:w Pride ill ~ JW09O" to ~ tbI block bft_ ~ W St"r'14a on
Bua LU. ~ The ~ ~., olUJifty.fcut raaI~..... ........P*" ('Of lAt._ ~~ft
wn.b fcuttec b.&r.obectc~ &Did rwray ~ IMIica.
~ ~ Iu.o.drooe ~ 1ft ~ by ~~ ..... 01_ ~~ ~ltxtS J'lto
~... t.... - l.IIIII .. 1100 .... !III wiD I'M) .. .. ,.. . !.II beip Owmern
aM a..... (la - UIIia - ...... 1ft .,....~. ,.. ...,.... .... Wid&: eaM'ion AM
surrcuad . CCUft"/Vd willa lIIlIDn ~ n. DIW to'MIi ~..... .. Il1o -. oriaad to tbe
=unyvd. ,.,. *..4 ~MOO& 1%00.... rooc \Ilia. 111M _ V2 ..aDd aftal:heQ
.........
Tbit .. WIt .. . alii' prioIily I:w *rvtlcp"*l .1M C~~ P\aa U,... t.w
few d>> IIW ~ ~w4.- _ ,..... fJt. ,- -, d ponioI 0I..1CIaool di.taict lMd
fMX'IIl 01_ .... 1M' pMl. ... ...... U) - tAlI.... .. .. _ pwdwe aDd
~ ~ a Pf'*- pi a:ioe IDd ... CCU'lfMrQII ~.... ,.. ..... b.JrpCes to be
, l'ewaed baw ...,. ..... ~ IDd U'oubIed profIftY ..... - J I ]~ _ ~ h.&s t~
~ tll...... .. ...... ....... ~poIcI- U) a Ntw ao,. ~ Id4rts.s There
an %t ~ooca loIIIia ... ur.- ___.. ,..........,.. ia dIiI ~1DpIcx \lr'U
l'~..td tot '* . alftlUP boIM.. ~ .. .... .. '" .. DOIpI'O& COtDmW\it'j Cue
Co~ ". ~ . raaia _ PPL ,... U) pwciltl nata CO rB)YI&f the eX'ttflor
u wtD u a. 01...... if_ ~ is to......
..., fI/* I'f J:J-
ProeI:l ft:w PrWIillJNl .....,..011 ~ dMlcp ~ ~ lOW Us iu 26th '.ur
or ~ ~.... eo -QII *,,*,plDlal. ~~ -jolt CI'IiaiDI prosnms As ~'"
of l ..... . look .. ~ to cIIYtIop .... r.u _~ Pft. vUilId t'lp ;:::e$
to sotici& ... fIl ,",'1<1. propenieI. wMA o~ .... .. to .., atrora.ab\.
~.. ..,. .. would lito toM eomIIIL&ftifY ~ T'lil1iII WIt me h cho,e. Ul'IC~.!
the dne... ......... MAl".
The SIt. olin me'~ U) ~ tbI ~ IMpl.. _ ...,... ia a eos& mlCtl\ e
way The addiQoa of me ...... pnMd. lll.tad ~ .. ~.. .. ~ ptd.tn ar..:
~l&y at.. wbicft is ~ hcB all eat uu1Ic aM VfIl1 .. Ix' cbiIdra Deoliaoc or the !J.j
5Wioft and o&e "'a1~ proWle me eMnee to cr.- a rllidlwAl "... Oft 8uI L.ae !t':l':
u well u a ran ~ Cot .. eo~ ". lld1r~IIl" .. ,tbt Schcol Otstr.,;:
a.Uows IDOUp CO~... to be built to make eM pc'OjtQ ~:-.., ......
Pap 1 of ..
10
tis die &I of19ge.,PI.. Pfll1attd I 'O~ prcpotll to tat s.. Hope &c~
roiJowtd by. -u t., oltbl_pbon to en. Sill (Cryq -1.,)' --. ~ ~1'Y, ...
, Ca....__ 111_., .~ A4lacC1t
l'.ocDIC"'" a:pr...s SUppon ''ll ~ ~~opm.u ~"IM ppt, ~~ CO U22pr
~ ~i'~~ hi eM site as weU as soNe ~ pro~ ~ problema~' ...4
~ '~ ~I~~
fioom ~ ~ QWIWS ovtr w. yws "
To ~ rtqWnmenu f'ot ~ &adiq. * EDA voted awOlrW ola'~l"..pmem
^tJMft)CC wn.b PPL oe F~ 9. ,1991 wftici ._, S9OO.OOO ~ ~ tbe Cirys
~ to ;or 1'""'m1 propInMI wbidl ~ be tW__ ~ pnv.. ~.actl
... ... h:Jl..w) .v...,---
R.a r. - %2 .n. t'I&I \Ilia .. .. . S109Iw _ .. bedr~ ~ And S"SC for
tbI tbur bIcirooca YIia. .. aDd ~ In _ by _ ~ ---td. 11 1 to S I 0 I ~
~tI ,...-, toeD eM ~ ~ K~'~ F"lMaCe ."JIDC) ,.... _ u.. YmU 0.
~ by ~ii- we ~_J'" ifteoel* olS31,6OO . S3S~ (. dill.. tbIy meve U'1)
1% will bIM r.u wtIiQ IIow -- to PlY 3eM ~.. _=... 1111 COlI ~ ~ theM
WIllI. pU a .." ~ r.-1Ubtidy. .. prO\*-I by tbI Mc~ ~I~ ~a
Prosnm (ltOIOP). ... tJI... ... .. to be 6..4 .. to ~-, oa I ~Us
"*ic iW'~ MliIiIII ill; me .. a:u (..., _ uup* ~ ..... 011 '" ... k) ....
fbr New Hope,..i iliA . tJI_ MHOP \Mia .be .. be*~ .. IDd . 'triA be f'cut
beirooca will.
0. dIne_ OM a:u bldrooe ... .. be .. "1IJt* ~D'oIe.
AD ~q (rIIIrka ... .. MHOP) will be c:artIfWIy JC:I'tIDIt .as IBL&II baw a Icod rental
tucory. aOIqwa SeIDe . dbnI_ fa lid 10 ~ ~
PPi. wiI Pf~ . . iii. .....~ oIJce (~ ~ to be buill QUI ia tbt OaMmtl'lC
of OM ~_ ...,1..) . .. . . .... ~. PPL _..... & StIf..SufBcitn~
Pratra wwa ,.~ 1WOIl-"'- 8:w PPL rwH 1 ., .. " ~ ~ ICCW scr"ce
PfOII'IIDL ll1i ~ '"*117'" , ~ ~~ __ trDp&o;IMK ~I~ aDd chUc1 iftC1
adult ... an
." IlU
.....
. L.-lllIIIiII (IJOO or L 700 !qUIA _ "" YIIIM _~ ~)
.. L'.2....,... " '
18 0.. ... .. oI'-tIn<< pariciftJ spICe per ..
II Pi~_ udur ... .. ~ Iud.... ~ witi ~O\lftd eqYl~Fr.e~:
1\ liu.d dIiJd ..ldjlCa to ..
II UrII public: pla)1I~" pIaY\ftI WcSs ~IC" to ~
II C = ~ .. rKioe .. odw prosnmt adjaea to _
1\ OI._"~~
Pile % of .&
1:
.....
.
_ o.r.n--w,
R.dr. .,..1 Cee:
."'~ ~ III ~ o&. bwJ4inI. sc~
laDd. acqWicioa ~..... wm. retoc.uioft
Si~ LDCh.&d.inI s&onD MWW, d.tmcUtioG.
UW'!, led bcriap
SuMocal ~pmIDI
Dtv.,..., C..-
AcquisiIioe ~1aad - ~
C~ aDd wJPi"'D:)"
~p. lepL prol;M~~ -"pmI'" -
F"mucinI a CIITYiDI CWpI, ~
w.al~
T_ 0...,..., C..
fI..~
~~ Ko-J"C"~ AfIWi:Y" .....
M:i~ HcNsiDI F"~ Af/1IJI:'1461.cl.
family H~.. FUDd 461.cl ,..
~~ MOJI"'~(MHOP)..
s. ... h8a ... ot_ cnIlID
HOME Lola eo. ftv- )f c~
~ity of*- Ho,dDA
T_ ,...
n- - If
ToaI ,.. t'.ic
1,%65.000
4",651
1.~.65' S7,490
431,000
1,'21,019
603.2M
142.,904
3,110.%01 109.124
l.14..t 1
534,031
393,120
340.000
1,335,11'
I,Sa-S.
400,000
900,000 "'
--
ti'4Jti
.~ ~I ftJi. .1111" J4 COUSY an. is ~ b MIr 1:' T1II K~~eQ Kowu\I
F"~ ~J I Y (11 P ~. dill 'DIy HowIiftI '\lllilola) ."'ulM to -.u ftmdinI dtc1Sl0ftS
on MIJ 21. "". ~1Ii=..IquiIy'. _.... a ~~'...., ~lWJ4ilRYlltl wa a bIl
~td by 1uDIn.
n. ... is otMd b 011 Of belen A'Jp'- 3 t. 19M. widl""'" to beIiD OM weeK
~ C~ cimI illIYC tDIOGIbI. ,.~ iI~ b May, 1999
Pap 3 of 4
l~
CITY OF NEW HOPE
Memorandum ..
TO:
Doug Sand.tad, Building Official
Kevin MeQinty, New HOJ:)e Fire Chief
Randy Kurtz. Fir. Ins~or
MarK Hanson. City Engineer
KirK McDonald. Director of Community Development
June 5, 1998
Proposed Gyms at CooJ:)er High Schoof
'ROM:
DA T.:
SUIIJ.CT:
Enaosed for your .review and comment. pie... find. .v'!"J ~iminarf' ~ ~ans for adding gym
s~aee at Coo,*, High Schoo4. We met with Schoo4 Oiltlict oflflciala ,artier th~ week and they presented
th... two pjan Optionl and budgets. The contadI to date have bMn I)fimarily witt! the ParK & Rec
~artment to determine community recreationat needs. They .... now apptOaching the City reglWding
the City contributing some T1F ftnancing to the profecl They com~ a similar project in PtymQUth
earty last y..r and the City of Pfymouth contributed some financing.
Option 1 il a ~nes ~ eonlilting of approximately 18,700 at inducing the divk* corridor
between the building and the gyml. The intent wo..id be to have a community IntJ'anat on the west sIde
so that the pub&lc could have accea to the gyms in the ~ II'Id on WMkandI ancI the gyms would
be separated from the rest of the schoo4 buitding.
Option 2 is apt:)fOximatety 2..000 If and indudeI a waOdnQ ~ wound the baIkatbaI courts. Option 2
could also indude four pnICtic:;e YOIeybal eourta. I think one of the primary f'MIOnI they are putting in
the corridor separation ha to do with the snow ~ building code ~ (Doug?). Anottw major
issue dileusMd W8I that there woe.-s be no....wn fdtIw avllillble fct the gyme, which of c:04Jrse is
not acx:eptabIe. They woe.-s .... need to lWTIOdIIlnd NIYe ~... to the tMtrOwt'M in the existing
schoo4 building Of .xi ,...~ to the new portion of the building. Another iIIue dilcuaMd was the
~arking that would be IIr'nNIeIIct wIh the ~ of the gyrM Ind whether Of not the tmet;ency vehicle
acc:ea I'CItd on the north tide Ind the emergency wthide turn RUnd would be reeessary (K...nn &
Randy?). They ...4:'.1 I d tNt they would be IoIing 22 J*king tpeCII tNIt .... cunwrtIy UMd for faculty. I
befiev. ttMn is 1ft ... '" IIonn ..... !NIl would have to be ~ (Mn?). They did indicate to us
that sprinklr'lG <11........ IChooI buiIding.~ for the umw of 1. and the gyml also would
be sprinkled. 'The call in their blldgIt indudeI ...... ., the ,.. building. ",.. general tim..ine IS for
~Ian ~ -....., .bidcIng in tie Jp'ing.1nd conetruc:tion., the unmer of 1_.
I know theM a... very sketchy pIanI but would Ilk that you giYe them a CU"IOfy rw1ew. Dan and I would
appreciate your c::omn'WU . lOOn . potlibte. . the Council wit be dilcuaing their funding
contribution in the "... futIn. Any ~ you c:outc:I ;lYe UI up front WClUId be hetptul. Thanks for
your cooperation.
ce: Dan Donahue. City M~
Shari French, onctor of Park & Recreation
Jeannine Clancy, Dnc:tor of PublIc Worka
Attachments: Ptana and Budget
WQlD
3Q~~,~~f
May ~ 1991
. . ... )
" ~ -
1.', ~..;.
Jim CaW '
T n.~D!.inIt School Oi.saict '281
41.' W'L.D.DiII!tb Avenue North
~ew Hope. Mi"~ $S427.128&
: \ ( ~.." .: ~ ~...:...
: \t ~ r '.. II.::):.. :- 4 \4 '-oj . ~ .. ~ ; _ .:_
"E'!'" "'fr.."1 Ii Ii II "_.:\~. ..
RI: 10iDl City ~New Hqle aDd!ndepende1U ~ Oisuict '211
Cooper Hip Scbcoi Add.iCioa
o-",i~ No. 9999
Oar fUll:
~~ an pr-lillli_ry *..,~ ~ thI two opUoalI for tbI Cooper HIp ~ Ciyma.uiwn
AMiMli. TbI ft:lUaw;q are l!!8'ilftAfaj projecl COIl "'111_" b: fKb apcica;.
OPTION!:
Sill~ftf
CoaInaioe
'. T.... !aMy, PnWa
CNIfi~
S 60,000.00
S 1.100,000.00
S 116.000.00
S 114.om.OO
S t-.-._
Pnjct TotII
OPTION 2:
SitI DeYekt ..-
CoaInaioe
F-. T...., ~. PtnDiIiI
C-' r '1
S 10,000.00
S l,900.ooo.oo
S 1"000.00
S 1 21.om.OO
S UII.-
...... TItII
.......... _,.... III buill ~ _......, _ aD _... will be
- 1 I 1111_'" 11M aD" ....... ..... & __wiIl_ 0lJ rJlNew Hcpe'lI
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