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HomeMy WebLinkAboutDevelopment Contract - Premier Dance Academy DEVELOPMENT CONTRACT PREMIERE DANCE ACADEMY PROJECT #06 -121 This SHORT FORM DEVELOPMENT CONTRACT is entered into this 5 day of March, 2007, by and between the CITY OF PRIOR LAKE, a Minnesota municipal corporation ( "City "), and Dawn Schulberg, an individual/business owner of Premiere Dance Academy (the "Developer"). Based on the mutual promises and covenants set forth herein, the sufficiency of which is not disputed, the City and the Developer (collectively "Parties ") agree as follows: 1. REQUEST FOR SITE PLAN APPROVAL. The Developer has asked the City to approve a Site Plan for Premiere Dance Academy (referred to in this Development Contract as the "Plan"). The land is legally described as: listed in Exhibit C. 2. CONDITIONS OF SITE P ' N APPROVAL. The City hereby approves the Plan on condition that the Developer enter into this Development Contract, and record the Development Contract with the County Recorder or Registrar of Titles within 90 days after the City Council approves the Development Contract. 1: \06 files \06 site plans \premeire dance academy \development contract.doc Page 1 3/26/07 3. DEVELOPMENT PLANS. The Site Plan shall be developed in accordance with the Plans identified below. The plans shall not be attached to this Development Contract, but are incorporated by reference and made a part of this Development Contract as if fully set forth herein. If the plan varies from the written terms of this Development Contract, the more specific or stringent controls shall apply. The Plan includes: Plan A -- Site Plan Dated February 9, 2007 (Prepared by David Linner) Plan B -- Grading, Drainage, Erosion Control, and Utility Plans Dated February 13, 2007 (Prepared by RLK Incorporated) The plans set forth above is incorporated herein and made part of this Development Contract. 4. LICENSE. The Developer hereby grants the City, its agents, employees, officers and contractors a non - revocable license to enter the property to perform all work and inspections deemed appropriate by the City in conjunction with the development of the Plat. 5. EROSION CONTROL. Prior to initiating site grading, the erosion control plan shall be implemented by the Developer and inspected and approved by the City. The City may impose, at no cost to the City, additional erosion control requirements if they are necessary to meet erosion control objectives. The parties recognize that time is of the essence in controlling erosion. If the Developer does not comply with the erosion control plan and schedule or supplementary conditions imposed by the City, the City may take such action as it deems appropriate to control erosion. The City will endeavor to notify the Developer in advance of any proposed action, but failure of the City to do so will not affect the Developer's and City's rights or obligations hereunder. The Developer shall be solely responsible for any costs incurred by the City for erosion control measures. The Developer shall fully reimburse the City for any cost incurred within ten (10) days of the date of the City's invoice. If the Developer does not reimburse the City for any cost the City incurred for such work within ten (10) days, no development, utility or street construction will be allowed until the site is in full compliance with the erosion control 1: \06 files \06 site plans \premeire dance academy \development contract.doc Page 2 3/5/07 requirements. Further, no building permits will be issued if the site fails to conform to the approved erosion control plan or if any costs remain unpaid beyond the three allowed under this paragraph. The notice provisions set out in Paragraph 15 shall not apply to notifications to the Developer under this paragraph. 6. CLEAN UP. The Developer shall clean dirt and debris from streets that has resulted from any and all construction work by the Developer, homebuilders, contractors and subcontractors, their agents or assigns. Prior to any construction in the site, the Developer shall identify, in writing, a responsible party and schedule for erosion control, street cleaning, and street sweeping. If the Developer fails to perform the required clean-up within 24 hours of receiving instructions and notice from the City, the City, without further notice, will perform the work and charge the associated cost to the Developer. If the Developer does not reimburse the City for any cost the City incurred for such work within ten (10) days of receipt of the invoice, the City may issue a stop work order on the site and no further building permit inspections will be performed until all costs are paid. The notice provisions set out in Paragraph 15 shall not apply to notifications to the Developer under this paragraph. 7. PLACEMENT OF FILL ON CSAH 21 RIGHT - OF - WAY. The Developer shall be reimbursed for the placement of fill on the CSAH 21 right -of -way as shown on the approved Grading and Erosion Control Plan, and as detailed in the Cooperative Agreement between the City and Scott County attached as Exhibit A to this Contract. The total reimbursement is estimated to be $6,072, and not to exceed $6,600 (if the fill in the right -of -way exceeds 1,000 yards, the developer shall be responsible for the remaining fill necessary). Prior to reimbursement the Developer must submit a request for reimbursement to the City. The City Engineer will verify that all work has been completed in accordance with the plans and specifications prior to recommending reimbursement. Reimbursement requests are limited to one per month and must be submitted by the 1 of each month to be considered by the City Council at their 2nd meeting on the 3 Monday of each month. 1: \06 files \06 site plans \premeire dance academy \development contract.doc Page 3 3/5/07 8. DEVELOPER PROVIDED CONSTRUCTION SERVICES. The Developer shall be responsible for providing all other construction services including, but not limited to: A. Construction surveying B. As -built drawings of grading plans. C. As -built record drawings showing location, dimensions and elevations of all utility improvements, including but not limited to top nut of hydrants, manhole rims, manhole inverts. (Field tie dimensions to sewer and water services shall be provided to the Developer' s Engineer, by City staff or City consultants.) As -built record drawings shall follow the requirements set forth in the Public Works Design Manual (PWDM). The as -built record drawings shall be submitted to the City for approval within six (6) months of substantial base pavement course placement. D. Project Testing: The Developer is responsible, at the Developer's sole cost, to provide testing to certify that Developer Installed Improvements were completed in compliance with the approved final plans and specifications. The personnel performing the testing shall be certified by the Minnesota Department of Transportation. The City Engineer has the sole discretion to determine if additional testing is necessary. The cost of additional testing is to be paid by the Developer. E. Lot corners and monuments. 9. RESPONSIBILITY FOR COSTS. A. The Developer shall reimburse the City for costs incurred in the enforcement of this Development Contract, including engineering and attorneys' fees. B. Pursuant to Paragraphs 6 and 7 of this Development Contract, the Developer shall pay in full all bills submitted to it by the City for obligations incurred under this Development Contract within thirty (30) days after receipt. If the bills are not paid on time, the City may issue a stop work order until the bills are paid in full. In the event the Developer fails to reimburse the City, the City will not issue any further building permits. Page 4 1: \06 files \06 site plans \premeire dance academy \development contract.doc 3/5/07 10. SECERai• To guarantee compliance with the terms of this Development Contract, payment of the costs of all Developer Installed Improvements, and construction of all Developer Installed Improvements, the Developer shall furnish the City with an Irrevocable Letter of Credit in an amount equal to 125% of the estimated Developer Improvement Costs. The Irrevocable Letter of Credit ( "Security ") shall be in the form attached hereto as Exhibit B, from a bank for $37,811.00. The amount of the Security was calculated as follows: DEVELOPER INSTALLED IMPROVEMENTS COSTS: $ 28,365.00 ESTIMATED DEVELOPER INSTALLED IMPROVEMENTS SUBTOTAL $ 28 365.00 X 1.25 $ 35,456.00 $ 1,875.00 PLSL Watershed District LOC 1,847575.00 Grading LOC TOTAL FOR IRREVOCABLE LETTER OF CREDIT AMOUNT $ 37,811.00 This breakdown is for historical reference; it is not a restriction on the use of the Security. The bank on which the Irrevocable Letter of Credit is drawn shall be subject to the approval of the City. The bank shall be authorized to do business in the State of Minnesota with a principal branch located within the seven County Twin City Metropolitan area. The Security shall be for a term ending December 31, 2008 unless otherwise approved by the City Engineer. The Irrevocable Letter of Credit shall automatically renew for successive one -year terms unless, at least forty -five (45) days prior to the next annual renewal date (which shall be January 1st of each year), the Bank delivers written notice to the Prior Lake City Manager that it intends to modify the terms of, or cancel, the Irrevocable Letter of Credit. Written notice is effective if sent by certified mail, postage prepaid, and deposited in the U.S. Mail, at least forty -five (45) days prior to the next annual renewal date addressed as follows: Prior Lake City Manager, Prior Lake City Hall, 16200 Eagle Creek Avenue, Prior Lake, Minnesota 55372 -1714, and is actually received by the City Page 5 1: \06 files \06 site plans \premeire dance academy \development contract.doc 3/5/07 Manager at least forty -five (45) days prior to the renewal date. If the required Developer Installed Improvements are not completed at least thirty (30) days prior to the expiration of the Security, the City may draw on the Irrevocable Letter of Credit. If the Security is drawn down, the proceeds shall be used to cure the default. 11. REDUCTION OF SECURITY. Upon receipt of proof satisfactory to the City that the required portions of the Developer installed improvements have been satisfactorily completed and financial obligations to the City have been satisfied, the Security may be reduced by seventy -five percent (75 %) of the financial obligations that have been satisfied upon written authorization by the City Engineer. Any requests for reductions in the Security must be made in writing to the City Engineer and must be accompanied by lien waivers from any contractor or subcontractor for the Developer. Twenty -five percent (25 %) of the Security shall be retained until all Developer Installed Improvements and other obligations under this Development Contract have been completed, including, but not limited to, all financial obligations to the City, and the receipt of all required as -built street, utility and grading plans by the City. Once the City has accepted the project, as- builts have been completed, all punch list items are completed and warranty bonds submitted, the Irrevocable Letter of Credit may be reduced to 5 %. Upon completion of the warranty period the 5% Irrevocable Letter of Credit may be released. In no event shall the five percent (5 %) Security be released until the Developer provides the City Engineer with a certificate from the Developer's registered land surveyor stating that all irons have been set following site grading and utility and street construction. 12. NOTICES. Required Notices to the Developer regarding Paragraphs 6 an 7 shall be in writing, and shall be either hand delivered to the Developer, its employees or agents, or mailed to the Developer by certified mail at the following address: 16210 Eagle Creek Avenue, #101, Prior Lake, MN 55372. Notices to the City shall be in writing and shall be either hand delivered to the City Manager, or mailed to the City by certified mail in care of the City Manager at the following address: City of Prior 1: \06 files \06 site plans \premeire dance academy \development contract.doc Page 6 3/5/07 Lake, 4646 Dakota Street, Prior Lake, Minnesota 55372 -1714. Concurrent with providing Notice to the City, Notice(s) shall be served upon the City Attorney Suesan Lea Pace, Esq. at Halleland Lewis Nilan & Johnson, 600 US Bank Plaza South, 220 South Sixth Street, Minneapolis, Minnesota, 55402 -4501. 13. INDEMNIFICATION. Developer shall indemnify, defend, and hold the City, its Council, agents, employees, attorneys and representatives harmless against and in respect of any and all claims, demands, actions, suits, proceedings, liens, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and attorneys' fees, that the City incurs or suffers, which arise out of, result from or relate to this Development Contract. The responsibility to indemnify and hold the City harmless from claims arising out of or resulting from the actions or inactions of the City, its Council, agents, employees, attorneys and representatives does not extend to any willful or intentional misconduct on the part of any of these individuals. 14. NO THIRD PARTY RECOU ' SE. The City and Developer agree that third parties shall have no recourse against the City under this Development Contract. The Developer agrees that any party allegedly injured or aggrieved as a result of the City's approval of the Plat shall seek recourse against the Developer or the Developer's agents. In all such matters, including court actions, the Developer agrees that the indemnification and hold harmless provisions set out in Paragraph 16 shall apply to said actions. 15. RECORDING DEVELOPMENT CONTRACT. This Development Contract shall run with the land. The Developer, at its sole cost and expense, shall record this Development Contract against the title to the property within ninety (90) days of the City Council's approval of the Development Contract. The Developer shall provide the City with a recorded copy of the Development Contract. The Developer covenants with the City, its successors and assigns, that the Developer is well seized in fee title of the property and/or has obtained consents to this Development Contract, in the form attached hereto, Page 7 1: \06 files \06 site plans \premeire dance academy \development contract.doc 3/5/07 from all parties who have an interest in the property; that there are no unrecorded interests in the property; and that the Developer indemnifies and holds the City harmless for any breach of the foregoing covenants. 16. WARRANTY. The Developer warrants all Developer Installed Improvements required to be constructed by it pursuant to this Development Contract against poor material and faulty workmanship. The Developer shall post warranty bonds in the amount of twenty -five (25%) of the improvements as security. The warranty period for streets is one (1) year. The warranty period for underground utilities is one (1) year. The warranty period on Developer Installed Improvements shall commence on the date the City Council adopts a resolution accepting the improvements. All punch list items must be completed and "as- built" drawings received prior to the commencement of the warranty period. The retained Security may be used by the City to pay for warranty work. The City standard specifications for utilities and street construction identify the procedures for final acceptance of streets and utilities. These standards are set out in the Public Works Design Manual. 17. INSURANCE REQUIREMENTS. Developer, at its sole cost and expense, shall take out and maintain or cause to be taken out and maintained, until the expiration of the warranty period(s) on the Developer Installed Improvements, public liability and property damage insurance covering personal injury, including death, and claims for property damage which may arise out of Developer's work or the work of its subcontractors or by one directly or indirectly employed by any of them. Limits for bodily injury and death shall be not less than $1,000,000 for one person and $2,000,000 for each occurrence; limits for property damage shall be not less than $500,000 for each occurrence; or a combination single limit policy of $1,000,000 or more. The City shall be named as an additional insured on the policy, and the Developer shall file with the City a certificate evidencing coverage prior to the City signing the Plat. The certificate shall provide that the City must be given thirty (30) days advance written notice of the cancellation of the insurance. The Certificate shall be in the form attached hereto as Exhibit C. All insurance certificates shall 1: \06 files \06 site plans \premeire dance academy\development contract.doc Page 8 3/5/07 have expiration dates falling on June 30 or December 31 of each year. Each insurance certificate shall have the project name and City project number clearly shown. 18. MISCELLANEOUS. A. Compliance With Other Laws. The Developer represents to the City that the Plat complies with all county, metropolitan, state, and federal laws and regulations, including but not limited to: subdivision ordinances, zoning ordinances, and environmental regulations. If the City determines that the Plat does not comply, the City may, at its option, refuse to allow construction or development work in the Plat until the Developer does comply. Upon the City's demand, the Developer shall cease work until there is compliance. B. Severability. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this Development Contract is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Development Contract. C. Amendments. There shall be no amendments to this Development Contract unless in writing, signed by the parties and approved by resolution of the City Council. The City's failure to promptly take legal action to enforce this Development Contract shall not be a waiver or release. D. Assignment. The Developer may not assign this Development Contract without the prior written approval of the City Council. The Developer's obligation hereunder shall continue in full force and effect even if the Developer sells one or more lots, the entire Plat, or any part of it. E. Interpretation. This Development Contract shall be interpreted in accordance with and govemed by the laws of the State of Minnesota. The words herein and hereof and words of similar import, without reference to any particular section or subdivision, refer to this Development Contract as a whole rather than to any particular section or subdivision hereof. Titles in this Development Contract are Page 9 1: \06 files \06 site plans \premeire dance academy \development contract.doc 3/5/07 inserted for convenience of reference only and shall be disregarded in constructing or interpreting any of its provisions. F. Jurisdicition. This Development Contract shall be governed by the laws of the State of Minnesota. Page 10 1: \06 files \06 site plans \premeire dance academy \development contract.doc 3/5/07 CITY OF PRIOR LAKE By: el 40- - 1 e d (SEAL) Jack G ` auge Mayor -,,,,4 / By: L.. til Frank Boyle , . ager DEV : LOPER I B : . Ti.. _u_..! r .:J Its: l`L-t- t--tfc -'" By: ett YYLild- &Da ui Its: 1 aavitk STATE OF MINNESOTA ) ( ss. COUNTY OF SCOTT) The foregoing instrument was acknowledged before me this 0 -lt day of C h , 20 0 7 , by Jack G. Haugen, Mayor, and by Frank Boyles, City Manager, of the City of Prior Lake, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. VA / !� ' � CHARLOTTE R. GRE l' ke NOTARY PUBLIC - MINNESOTA NOTARY PUBLIC Canxnission Expires Jan. 31, 2010 STATE OF MINNESOTA ) ( ss. COUNTY OF 5c.+4- ) The foregoing instrument was acknowledged before me this _ day of ✓h , 20 by Fc1Nti.w, ( 4 J ' V _ /. _ _ r / 'i& i___- ✓ NOTARY PUBLI DRAFTED BY: DANIEL J MATTSON City of Prior Lake ', 4646 Dakota Street SE NOTARY PUBLIC - MINNESOTA , � • My Commission Expires Jan. 31, 2008 Prior Lake, Minnesota 55372 Page 11 1: \06 files \06 site plans \premeire dance academy \development contract.doc 3/5/07 MORTGAGEE CONSENT TO DEVELOPMENT CONTRACT P ri J r I ,1V,0, s rL , which holds a mortgage on the subject property, the development of which is governed by the foregoing Development Contract, agrees that the Development Contract shall remain in full force and effect even if it forecloses on its mortgage. Dated this day of /C—. , 200° A iiic,---14417Cf76 STATE OF MINNESOTA ) ( ss. COUNTY OF Sc 1' ) The foregoing instrument was acknowledged before me this K I of 200 , by 1�cxY1�P.i ✓ � i/ ✓GL Prec 6 6 P46/ N • TARY P `LIC DRAFTED BY: City of Prior Lake 4646 Dakota Street SE .! Prior Lake, Minnesota 55372 KATHY M PROCHASKA NOTARY PUBLIC - MINNESOTA My Commission Expires Jan. 31, 2O10 1: \06 files \06 site plans \premeire dance academy\development contract.doc Page 12 3/5/07 IN TESTIMONY WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first above written. CITY OF PRIOR LAKE (SEAL) / P �... And 1 I�� By �... Jack ' • aug , Mayor Frank Bo i Manager Date 3 / 7 1 b1 Date ( 1 JJ COUNTY OF SCOTT ATTEST: RECOMMEND FOR APPROVAL: By By Da • U macht, 1 1 1,unty Administrator Mitchell J. asmussen, County Engineer Date a 60 7 Date 5781° �7 Upon proper execution, this agreement will be legally valid and binding. By`_ )12/7,1LP 1;411411 ■1 . Patiliberto, County Attorney Date o.-' //S/07 APPROVED AS TO EXECUTION: By P Ciliberto, County Attorney Date NJ � /s� /1� W: \WORD \Studies \CSAH 21\ Prior_ Lake _Dance_Academy_Coop_Feb_2007 (2).doc EXHIBIT A POLEY STATEMENT It is the policy of Scat County Goverriner* to provid e Equal Opportunity to all employees and applicants for employmert in arzordance will all appbcable Equal Employment Opportunity laws, directives, and regtdations of Federal. Slate, and local glowering bodies or agencies thereof, incbding ihretesota Stables, Cheater 363. Scott County w not engage arw employment practices which rascriminate agakst or harass any empbyee or appicart for ernpbymert because ct r color, creed, re/1910n, national oriOn, sex, asatatil. age, medal status, sexual mierdation, or stabs Nth regard to - assistance Such employment practices iliclude, but are not irrited kr, the following: upgrading,, demotion, transfer, monamer* or 'worriment advertising, selection, layoff, elaciprmary action, tesminabon, rates of pay or other forms of compensation. and selection for training, incloteng appenticeship. Further, Scott Comity fully supports melon of 11011c% . scriminatice rides and moa:dims into contracts and wit aim* the necessary tine and resources to achieve the goals of Equal EmPloYmerd OPPoduntY- Anry employee of the County who does not comply with the Ego' Employment Oppodtmly Policies and Procedures set forth in this Statement and Plan VN be subject to disciptinavy action_ Any subcontractor of the Comity not cormlykig wth applicable Equal Emiployrnerit Oppodtursly laws. ifuectives. and regularions of Federal. State, and local governing bodies or agencies thereof, inclurIng lannesola Stabtes. Chapter 363. ell be stt ilect to aPerolmlote contractual sanctions_ Scott Cow* has designated the Employee Relations Director as idle manager of the Equal Opporhinty Rograrn. These responsbidas wal include monilaiing at Equal Employment Opportunity activities and reporting the effectiveness of this ixograrn, as rectified by Federal, State, and local agencies.. The Scott County Athniristrator will receive and review reports on Ow progress of the program. If any ermloyee or appbcant for employment beeves he or She has been discriminated against, please corgact the Scott County Erick:wee Relabons Director, Scott County Employee Relations, Government Canker Room 201, 200 Fourth Avenue West. Shakopee. firmiesota 55379-1220, or cal (952) 496-8103 if ITV Ili 4.4 - J.. tfnmacht Date 1121007 Barbara kiarscha2 Date 11212007 Scott Casty AdffireStrAOT Chair* „ Board of Cornrnissieners CSAH 21 Premiere Dance Academy City of Prior Lake County of Scott COOPERATIVE AGREEMENT THIS AGREEMENT, made and entered into this 5th day of March, 2007, by and between the City of Prior Lake, a body politic and corporate under the laws of the State of Minnesota, (hereinafter "City ") and the County of Scott, a body politic and corporate under the laws of the State of Minnesota,( hereinafter " County. "). RECITALS: A. Premiere Dance Academy, (hereinafter "Developer "), is the owner of a parcel of land legally described as follows: Lots 13 and 14 and the West 12 feet of Lot 12, Block 13, Adjudicated and Revised Plat of Lots 1 through 16, Block 13, and Lots 1 through 13, Block 15, of the Village of Prior Lake, Scott County, MN. Subject to public road rights -of -way and easements of record. (hereinafter "Property ") B. The Developer has submitted a site plan entitled "Premiere Dance Academy" to the City. C. The County adopted a plan for future road improvements after completing the CSAH 21 Corridor Study. The Study determined that the County will need an additional ten foot (10 ft) strip of highway right -of -way adjacent to the Developer's Property.. D. The County desires the Developer's Site to be in conformance with the CSAH 21 Corridor Study. E. The Developer has requested County assistance to conform the Property to the CSAH 21 Corridor Study F. The Developer has agreed to dedicate an additional ten (10) feet of highway right -of -way to the County. G. The County has agreed to pay for fill material which will conform the Property to the CSAH 21 Corridor Study, within the CSAH 21 right -of -way adjacent to the Developer's Property, as shown on the Developer's site plan for the Premiere Dance Academy. H. The City Engineer has prepared an estimate of quantities and unit prices of material and labor for the above described work and an estimate of the total cost for the work in the sum of $6,072, and not to exceed $6,600 (if the fill in the right -of -way exceeds 1,000 yards, the developer shall be responsible for the remaining fill necessary). I. It is contemplated that said improvement work shall be carried out by the parties under the provisions of Minn. Stat. Sec. 162.17, subd. 1. 1 CSAH 21 Premiere Dance Academy City of Prior Lake County of Scott NOW, THEREFORE, BASED UPON THE MUTUAL PREMISES AND COVENANTS SETFORTH HEREIN, THE SUFFICIENCY AND SUFFICIENCY OF WHICH IS NOT DISPUTED, THE PARTIES AGREE AS FOLLOWS: 1. The County shall prepare a highway right -of -way document for execution by the Developer and will be responsible for recording the document. 2. The City shall enter into a Development Contract with the Developer to ensure a contractual relationship between a party to this Agreement and the Developer, and to ensure the Developer's fulfillment of its obligations and reimbursement of the costs covered in this Agreement. The Developer will complete all improvements for the work as described in recital "G" of this Agreement and in accordance with the Developer' s approved site plan. 3. The City shall administer the contract and inspect the construction of the work at the sole cost of the City. The County Engineer shall cooperate with the City Engineer and his staff at their request to the extent necessary. 4. The County shall, based on the agreed to quantities and prices, reimburse the City for its share in the cost of the work upon submission of a valid invoice. 5. In the event that a dispute arises, the County and the City agree that all disputes between them arising out of or relating to this Agreement shall be submitted, upon agreement of both parties, to mediation, with the cost being shared equally. 6. Since each party recognizes each other as a political subdivision of the State of Minnesota, each party shall maintain general liability and automobile liability coverage protecting itself, its officers, agents, employees and duly authorized volunteers against any usual and customary public liability claims to the limits prescribed under Minn. Stat. Sec. 466.04 and Workers' Compensation and shall be in accordance with the Minnesota statutory requirements. Said policies shall be kept in effect during the entire term of this Agreement. 7. All records kept by the City and the County with respect to the Project shall be subject to examination by the representatives of each party. All data collected, created, received, maintained or disseminated for any purpose by the activities of the City or County pursuant to this Agreement shall be governed by Minnesota Statutes Chapter 13, as amended, and the Minnesota Rules implementing such Act now in force or hereafter adopted. 8. The City shall, at its own expense, remove and replace all City owned signs that are within the construction limits of this Project. 2 r CSAH 21 Premiere Dance Academy City of Prior Lake County of Scott 9. Neither the County, its officers, agents or employees, either in their individual or official capacity, shall be responsible or liable in any manner to the City for any claim, demand, action or cause of action of any kind or character arising out of, allegedly arising out of or by reason of the performance, negligent performance or nonperformance of the described maintenance, restoration, repair or replacement work by the City, or arising out of the negligence of any contractor under any contract let by the City for the performance of said work; and the City agrees to defend, save and keep said County, its officers, agents and employees harmless from all claims, demands, actions or causes of action arising out of negligent performance by the City, its officers, agents or employees. 10. It is further agreed that neither the City, its officers, agents or employees, either in their individual or official capacity, shall be responsible or liable in any manner to the County for any claim, demand, action or cause of action of any kind or character arising out of, allegedly arising out of or by reason of the performance, negligent performance or nonperformance of the described maintenance, restoration, repair or replacement work by the County, or arising out of the negligence of any contractor under any contract let by the County for the performance of said work; and the County agrees to defend, save and keep said City, its officers, agents and employees harmless from all claims, demands, actions or causes of action arising out of negligent performance by the County, its officers, agents or employees. 11. It is further agreed that each party to this Agreement shall not be responsible or liable to the other or to any other person or entity for any claims, damages, actions, or causes of actions of any kind or character arising out of, allegedly arising out of or by reason of the performance, negligent performance or nonperformance of any work or part hereof by the other as provided herein; and each party further agrees to defend at its sole cost and expense any action or proceeding commenced for the purpose of asserting any claim of whatsoever character arising in connection with or by virtue of performance of its own work as provided herein. 12. It is further agreed that any and all employees of the City and all other persons engaged by the City in the performance of any work or services required or provided herein to be performed by the City shall not be considered employees, agents or independent contractors of the County, and that any and all claims that may or might arise under the Worker's Compensation Act or the Unemployment Compensation Act of the State of Minnesota on behalf of said City employees while so engaged and any and all claims made by any third parties as a consequence of any act or omission on the part of said City employees while so engaged shall be the sole responsibility of the City and shall not be the obligation or responsibility of the County. 3 , CSAH 21 Premiere Dance Academy City of Prior Lake County of Scott Any and all employees of the County and all other persons engaged by the County in the performance of any work or services required or provided for herein to be performed by the County shall not be considered employees, agents or independent contractors of the City, and that any and all claims that may or might arise under the Worker's Compensation Act or the Unemployment Compensation Act of the State of Minnesota on behalf of said County employees while so engaged and any and all claims made by any third parties as a consequence of any act or omission on the part of said County employees while so engaged in any of the work or services provided to be rendered herein shall be the sole responsibility of the County and shall not be the obligation or responsibility of the City. 13. The provisions of Minn. Stat. Sec. 181.59 and of any applicable local ordinance relating to Civil Rights and discrimination and the affirmative action policy statement of Scott County shall be considered a part of this Agreement as though fully set forth herein. See Exhibit "A ". 14. Pursuant to Minn. Stat. Sec. 16C.05, subd. 5 (2004), the books, records, documents, and accounting procedures and practices of the County and City pursuant to this Agreement shall be subject to examination by the County, City and the State Auditor. Complete and accurate records of the work performed pursuant to this Agreement shall be kept by the County and City for a minimum of six (6) years following termination of this Agreement for such auditing purposes. The retention period shall be automatically extended during the course of any administrative or judicial action involving the County or the City regarding matters to which the records are relevant. The retention period shall be automatically extended until the administrative or judicial action is finally completed or until the authorized agent of the County or City notifies each party in writing that the records no longer need to be kept. 15. The laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the parties and performance under it. The appropriate venue and jurisdiction for any litigation hereunder will be those courts located with the County of Scott, State of Minnesota. Litigation, however, in the federal courts involving the parties shall be in the appropriate federal court within the State of Minnesota. 16. In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties unless such invalidity or non - enforceability would cause the Agreement to fail its purpose. One or more waivers by either party of any provision, term, condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 4 CSAH 21 Premiere Dance Academy City of Prior Lake County of Scott 17. The County's Authorized Agent for the purpose of the administration of this Agreement is Maria A. Heller, Public Works Technician, or her successor. Her current address and phone number are Scott County Highway Department, 600 Country Trail East, Jordan, MN 55352, (952) 496 -8369. The City's Authorized Agent for the purpose of the administration of this Agreement is Steve Albrecht, City Engineer, or his successor. His current address and phone number are 17073 Adelmann St. SE, Prior Lake, MN 55372, (952) 447 -9890. Any change in name, address, or telephone shall be noticed to the other party. 5 EXHIBIT B DAVID LINNER ARCHITECTS PROJECT NO. 2006 -096 -M Premiere Dance Academy Prior Lake, Minnesota Engineer's Opinion of Service Drive Improvements Costs IMPROVEMENTS 6" Class 5 Aggregate Base 50 CY $ 15.00 $ 750.00 1 1/2" Bituminous Base Course 100 SY $ 6.00 $ 600.00 2.5" Bituminous Wear Course 100 SY $ 8.00 $ 800.00 Tack Coat 5 GA $ 3.00 $ 15.00 B618 Curb & Gutter 130 LF $ 10.00 $ 1,300.00 3' Concrete Valley Gutter 110 LF $ 10.00 $ 1,100.00 4" Concrete Sidewalk 640 SF $ 3.50 $ 2,240.00 6" Concrete Sidewalk 176 SF $ 4.50 $ 792.00 DURATHERM© 3'x6' Crosswalk 27 LF $ 15.00 $ 405.00 12" RCP Storm Sewer 125 LF $ 25.00 $ 3,125.00 6" PVC SDR 35 58 LF $ 28.00 $ 1,624.00 8" PVC SDR 35 29 LF $ 32.00 $ 928.00 Pedestrian Ramps 2 EA $ 1,000.00 $ 2,000.00 Pedestrian Crossing Signs 2 EA $ 350.00 $ 700.00 Silt Fence 64 LF $ 2.50 $ 160.00 Catch Basin Inlet Protection 3 EA $ 400.00 $ 1,200.00 Connect to Existing Storm 1 EA $ 500.00 $ 500.00 48" Dia. Manhole with Casting 1 EA $ 2,000.00 $ 2,000.00 6" DIP CL 52 Watermain (Fire Protection) 50 LF $ 25.00 $ 1,250.00 6" 45° Bend 1 EA $ 300.00 $ 300.00 6" Post Indicator Valve 1 EA $ 250.00 $ 250.00 6" Gate Valve 1 EA $ 875.00 $ 875.00 6 "x6" Tee 1 EA $ 310.00 $ 310.00 Fire Hydrant 1 EA $ 1,848.00 $ 1,848.00 1" Domestic Water 12 LF $ 11.25 $ 135.00 1" Curb Stop 1 EA $ 200.00 $ 200.00 6" PVC SDR 35 36 LF $ 28.00 $ 1,008.00 Sanitary Sewer Manhole 1 EA $ 1,950.00 $ 1,950.00 IMPROVEMENTS SUBTOTAL $ 28,365.00 r � ;w „ . . a v <% C ° R S v, . 4, „ t�E , ,,t € . r „ . „v,-1,30,,„. . _ s �x4.` .. fi TOTAL ESTIMATED IMPROVEMENTS COST $ 28,365.00 RLK Incorporated, 2/20/2007 Page 1 of 1 EXHIBIT "C" TO DEVELOPMENT CONTRACT Legal Description: Lot 13 and 14 and the West 12 feet of Lot 12, Block 13, Adjudicated and Revised Plat of Lots 1 through 16, Block 13, and Lots 1 through 13, Block 15, of the Village of Prior Lake, Scott County, MN. PID #250011030 1: \06 files \06 site plans \premeire dance academy \development contract.doc Page 13 3/26/07 2." f‘-‘79 STATE OF MINNESOTA) )ss. COUNTY OF SCOTT ) The undersigned, duly qualified and Planning Secretary for the City of Prior Lake, hereby certifies the attached hereto is the original true and correct copy of DEVELOPMENT CONTRACT PREMIERE DANCE ACADEMY PROJECT #06 -121 te, 1 onnie Carlson City of Prior Lake Dated this 20 Day of March, 2007 (City Seal) 1 \deptwork \blankfm \truecopy doc 1