HomeMy WebLinkAbout7A - Park Nicollet Clinic
AGENDA #:
PREPARED BY:
SUBJECT:
DATE;
INTRODUCTION:
DISCUSSION:
1<0
M,ojJA :
(1) uJ~ i'D 5i~()Y\
uJ. nXAg. 7
(p.~~
.~
STAFF AGENDA REPORT
7A
SUES AN LEA PACE. CITY ATTORNEY
APPROV AL OF RESOLUTION 97-XX APPROVING A
DEVELOPER'S CONTRACT BETWEEN THE CITY AND
IlEAL THSYSTEM MINNESOTA
MAY 15, 1997
At its May 5. 1997 meeting, the City Council considered and
deferred action on a proposed Preliminary Agreement for
Development Contract between the City and HealthSystem
Minnesota. A copy of the Agenda item from the May 5, 1997 City
Council meeting is attached for your convenience.
The City Council deferred action on the Preliminary Agreement for
Development Contract to alJow the City Attorney additional time
to (1) negotiate and address the treatment of certain environmental
issues relating to a portion of the Developer's property which will,
at some point, be dedicated and conveyed to the City for roadway
and utility pliI1Joses, and (2) analyze whether the City has an
ownership interest in certain land used by owners of property
adjacent to the HealthSystem vrinnesota property and in which
l-lealthSystem Minnesota is asserting, through a Title Registration
Proceeding, an ownership interest.
.. preliminllrv Ae:reemcnt for Development Contract
The attached Agreement is substantially in the form originally
prepared by Olll office and presented to HealthSystem Minnesota
(nI-ISM"). As originally drafted, the Preliminary Agreement did
not address the environmental issues raised in connection with the
development of the HSM property. It was at the insistence of
I-15M's attorneys that several paragraphs relating to the City
granting HSM a waiver of certain future environmental claims was
added. HSM was aware that we would recommend against such
provisions, and in the alternative recommended the City seek
indemnification from HSM.
It may be some time before the City has an ownership interest in
the 60' wide strip of land where HSM will construct an access road
16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 I Fax (612) 447-4245
AN EQuAL OPPOR11.JNITY EMPLOYER
05/15/97 THU 16:02 FAX 612 452 5550
C K S & F
[4]00.1
and utilities to the Park Nicollet Clinic from Franklin Trail. This
land will not be conveyed to the City unless or until "Parcel B"
(the undeveloped portion of the HSM property) is platted. The
City's subdivision ordinance rcquires a Development Agreement at
the time the' property is platted. The Development Agreement
entered into in connection with the final plat will address the
dedication and conveyance of the 9-ton road and at that time the
City will be in a better position to evaluate the nature of the
environmental risks associated with conveyance and acceptance of
the access road.
B. Title Rc~istr3tion Proceedine
At the May 5, 1997 Council meeting, several individuals, who own
0, lease property adjacent to the HSM property, addressed the
Council expressing concern that access to their property would be
impaired by HSM closing a "road", which HSM maintains is
private property. The property where the access "road" in question
is located is the subject of a Title Registration Proceeding (a court
proceeding to "quiet title" or determine ownership of Torrens
property). As part of this proceeding, individuals with any
recorded interest in the property are provided notice of the
proceeding and may participate in the proceeding by interposing an
answer if they want to assert rights to the property.
The City is interposing an answer maintaining it has a utility
easement across 25 feet of the property that abuts Highway 13.
OUf oftice has obtained copies of all documents recorded against
the property, none of which create an ownership interest for the
City; except the utility casement discussed above. We have also
considered Minnesota Statute g 160.05 which provides that a City
is deemed, by opera.tion of law, to have acquired an easement for
roadway purposes if it has maintained and worked a road, or
portion thereof as a public highway for six (6) continuous years.
In our judgment, the statute does not apply in this instance because
Minn. Stat. ~ 160.02 specifically defines the types of roads and
public highways thal are subject to the statute. The "access" in
question does not fall within. any of the deftnitions of public
highway set out in Minn. Stat. 9160.02, nor has it been designated
as a minimum-maintenance road. As a matter of statutory
construction, statutes are strictly construed against the City. It is
because of this rule of construction that we believe the City does
not have an interest in the property for roadway purposes.
We believe the Title Registration Proceeding is the appropriate
05/15/97 THU 16:02 FAX 612 452 5550
c K 5 & F
[4] 004
ISSUES:
ALTERNATIVES:
RECOMMENDA TJON:
ACTION REQUIRED:
forum to resolve the access dispute. It is my understanding that
each of the interested parties is represented by counsel.
As a matter of background information, on Monday, May 12,
1997, Don Rye, Jane Kansier, Greg Illka, Jim Walston and Suesan
Lea Pace met with Dean Williamson of HSM, and HSM' s counsel,
Messers. Boelter and Fontaine. During the meeting we asked HSM
to consider entering into an agreement to postpone closure of the
road until the ownership issues could be resolved through the Title
Registration Proceeding. After some cons1deration, we were
subsequently advised HSM had declined this suggestion.
(1) Should lhe City Council approve the Preliminary Agreement for
Development Contract with HSM?
(2) Does the City have a property interest for roadway purposes
over any portion of the property HSM claims it owns?
Issue (l ).
1.
Adopt Resolution 97~XX approvmg the Development
Contract;
Deny Resolution 97-XX whereby HSM may proceed with
development of the Park Nicollet Clinic by obtaining site
plan approval and a building permit for the project.
..,
.....
Issue (2).
1. The City should interpotie its answer and allow other
interested parties to assert their claims through the Title
Registration Proceeding.
Authorize the Mayor and City Manager to execute a Preliminary
Agreement for Development Contract with HeaIthSystem
Minnesota.
Motion and second to adopt Resolution 97-XX.
r-
05;16/97
~
FRr 14:39 FAX 612 452 5550
C K S & F
i4J 002
PRELIMlNARY AGREEMENT
FOR
DEVELOPMENT CONTRACT
This Agreement is entered into this day of , 1997 by and between the City
of Prior Lake, a municipal corporation (hereinafter referred to as "CITY"), and HealthSystem
Minnesota, a Minnesota nonprofit corporation (hereinafter referred IO as "DEVELOPER").
WHEREAS, DEVELOPER is claiming the ownership of certain property located in the City of
Prior Lake, Minnesota, legally described and depicted on the attached Exhibit A, (hereinafter referred
to as "PARCEL A"); and
WHEREAS, PARCEL A is adjacent and contiguous to certain property owned by DEVELOPER
located in the City of Prior Lake, Minnesota, legally described and depicted on the attached Exhibit A,
(hereinafter referred to as "PARCEL B"); and
WHEREAS, DEVELOPER wishes to proceed to develop PARCEL A at the present time; and
WHEREAS, platting PARCEL A and PARCEL B would delay DEVELOPER'S present plans
to develop PARCEL A; and
WHEREAS, CITY and DEVELOPER wish to cooperate in order not to delay or impede the
development of PARCEL A, while at the same time maintaining the greatest degree of flexibility in me
event PARCEL B is developed at a later time; and
WHEREAS, DEVELOPER desires to avoid duplicated expenditures connected with. the
development of PARCEL A and future development of PARCEL B.
NOW, THEREFORE, be it resolved that in consideration of the mutual promises, assurances
and covenants, the sufficiency of which is not disputed that:
1. The recitals set forth above are incorporated as if fully set forth herein.
2. The DEVELOPER or its Consulting Engineer shall be responsible for providing all construction
services inclluding, but not limited to:
(b)
(c)
(d)
Inspection of public improvement systems within the easement areas described in Exhibi(
B attached hereto and made a part hereof. which include grading, sanitary sewer,
watennain, storm sewer/ponding and stree( system;
Documentation of construction work and all testing of improvements;
Construction quantities;
Project Testing: The DEVELOPER is responsible through its testing company, at the
DEVELOPER's cost, to provide sufficient testing to enable the DEVELOPER's
consulting engineer to certify that the public improvements constructed within the
easement areas described in the attached Exhibit B were completed in compliance with
(a)
48440
1
05/16/97 FRI 14:39 FAX 612 452 5550
C K 5 & F
@005
~
1
the applicable approved final plans and/or current City specifications. The persoIll1el
performing the testing shall be certified by the Minnesota Department of Transportation.
The City Engineer may require additional testing if, in his opinion, adequate testing is
not being performed. The cost of additional testing is to be paid by the DEVELOPER;
(e) All improvements are subject to approval by the City Engineer.
3. When PARCEL A is developed, DEVELOPER will construct a 9-ton road in the area cross-
hatched on the attached Exhibit A with curb, gutter, sanitary sewer, watermain and storm sewer
from Franklin Road to the clinic driveway. The CITY will reimburse DEVELOPER (a) for the
cost difference to oversize the road from a 7-ton capacity to a 9-ton capacity, and (b) for the cost
difference to oversize utility service from the utility service necessary to serve Parcel B at the
time Parcel B is developed.
4. When Parcel B is developed, the CITY agrees to reimburse DEVELOPER the cost to oversize
the road, sanitary sewer, storm sewer and water serving Parcel B.
5. The DEVELOPER will convey and the CITY will accept a drainage easement for a storm water
retention pond and several utility and drainage easements the location of which are depicted on
the drawing attached hereto and made a part hereof as Exhibit B.
6. Upon conveyance by the DEVELOPER of the easement areas depicted and legally described in
Exhibit B, the CITY will be responsible for any future repair, maintenance and, if necessary,
replacement of the pipes, conduits and other public improvements constructed in these easement
areas.
7. The CITY will defer collection of its trunk sewer and water fees for PARCEL A until
development of PARCEL B or until January 1, 2002, whichever occurs first. The amount of
fees to be collected will be based on !:he rate of the [runk sewer and water fee at the time
PARCEL B is developed. The fees will be calculated on Parcels A and B, less any right-of-way
dedicated to the CITY.
8. DEVELOPER agrees to plat PARCELS A and B as one plat prior to, or at the time of any
development of PARCEL B.
9, CITY agrees to calculate all applicable area charges and fees, with the exception of trunk sewer
and water, based solely on the acreage of PARCEL B.
10. The DEVELOPER intends to construct in the general area shown on the attached Exhibit A,
which location is subject to CITY approval, one (1) illuminated identification and directional
sign and to install all necessary utilities to serve said sign, Upon the granting or dedicating to
the CITY of an easement for public street purposes in, over, under and across the area where
such sign and the utilities serving same are located, the CITY agrees, subject to negotiation of
a separate "Pennit Agreement for the Private Use of Public Property", in substantially the form
of Exhibit C attached hereto and made a part hereof, to permit the DEVELOPER to continue
use of the area where the sign and the utilities servicing the same are located and such additional
areas necessary to service, repair, maintain, replace or reconstruct such sign and utilities.
Except for the location of the identification and directional sign, the sign must in all other
respects comply with the CITY's sign ordinance in effect at the time DEVELOPER applies for
48440
2
05/16/97 FRI 14:40 FAX 612 452 5550
C K 5 & F
~
APPROVED FOR FORM & EXECUTION
By:
Sues an Lea Pace, City Attorney
REVIEWED FOR ADMINISTRA nON
By:
Greg Illka, City Engineer
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of , 199_,
by , the of HEALTHSYSTEM MINNESOTA, a
Minnesota corporation, on behalf of the corporation.
Notary Public
STATE OF MINNESOTA )
) 55.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of , 199_
by Lydia Andren, and Frank Boyles, the Mayor and City Manager, respectively, of the CITY OF
PRIOR LAKE, a Minnesota municipal corporation, on behalf of the corporation through the authority
given by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell, Knutson, Scott & Fuchs, P .A.
1380 Corporate Center Curve
317 Eagandale Office Ct:oter
Eagan, MN 55121
48440
4
05/16/97 FRI 14:40 FAX 612 452 5550
C K S & F
~
APPROVED FOR FORM & EXECUTION
By:
Sues an Lea Pace, City Attorney
REVlEWED FOR ADMINISTRATION
By:
Greg Illka, City Engineer
STATE OF MINNESOTA )
) 55.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 199_,
by , the of HEALTHSYSTEM MINNESOTA. a
Minnesota corporation, on behalf of the corporation.
Notary Public
STATE OF MINNESOTA )
) 55.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of , 199_
by Lydia Andren, and Frank: Boyles, the Mayor and City Manager, respectively, of the CITY OF
PRIOR LAKE. a Minnesota municipal corporation, on behalf of the corporation through the authority
given by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell, Knutson, Scott & Fuchs, P .A.
13S0 Corporate Center Curve
317 Eagandale Office Ce::nter
Eagan, MN 55121
48440
4
05/15/97 TEll 16:03 FAX 612 452 5550
C K S & F
[4]009
PERMIT AGREEMENT FOR
PRIV ATE USE OF .PUBLIC PROPERTY
TIllS AGREEMENT is made and entered into this day of
1997. by and between the CITY OF PRIOR LAKE, Minnesota, a municipal corporation
(hereinafter referred (0 as "City"), and , [husband
and wife; a partnership; a corporation] (hereinafter referred to
as "Owner").
RECITALS
WHEREAS, Owner is the fee owner of a tract of land in Scott County.
located at ' and legally described
as follows:
[LEGAL]
(hereinafter referred to as "Owner's Property"); and
WHEREAS, the City is the owner of property, legally described as follows:
[LEGAL] and;
WHEREAS, a portion of the serving Owner's Property encroaches on
a portion of the property abutting Owner's property, as described on Exhibit A attached hereto
(the encroached portion of the property hereinafter referred to as the "Pennit Property"); and
-OR-
WHEREAS, Owner wishes to use the Permit Property for
; and
WHEREAS, Owners have requested the City to authorize continued use of the Permit
Property for purposes; and
WHEREAS, such continued use of the Permit Property is not inconsistent with current
use of the property by the City and the public; and
WHEREAS, me City may in the future desire to use the Permit Property for other
purposes which are not consistent with Owners use of the Permit Property) and therefore the
City intends to retain all of its right, title, and interest in the Permit Property;
46241
1
05/15/97 THU 16:04 FAX 612 452 5550
C K 5 & F
~010
NOW, THEREFORE, the parties agree as follows:
1. Permit. Owners shall be permitted to use the Permit Property for
purposes at Owner's sole expense and risk, and with full knowledge that the City may, upon
notice as provided herein, require Owner's to be removed from the Permit
Property at any future date, at Owner's sole expense. The Permit Property must be kept open
to public use at all times, and no fence or other obstruction may be placed on the Permit
Property without the prior written approval of the City, which may be given or withheld in the
sole discretion of the City.
2. Maintenance of Permit Property; Modification. Owner shall maintain the Permit
Property in good condition at all times, at their sole cost and expense. If Owner fails to do so,
the City may cause the necessary repair or maintenance to be done at Owner's cost. If Owner
fails to pay the City for such costs, the City may assess the costs against Owner's Property.
Owner shall not make any modifications [0 the or otherwise modify
the Permit Property without the prior written approval of the City, which may be given or
withheld in the sole discretion of the City.
3. Termination. In the event the City desires to use the Permit Property for a
purpose which is inconsistent with use by Owner. to be determined in the
City's sole discretion, or in [he event Owner fails to comply with any requirement of this
Agreement within sixty (60) days after receiving a notice from the City requesting such
compliance, the City through its City Manager may terminate this Permit Agreement by giving
ninety (90) days written notice of termination to Owner by certified mail at the following
address: Such notice may, at the
City's option, require Owner to completely remove the from the Pennit
Property within said ninety (90) day notice period, including all debris. If this Permit
Agreement is terminated by the City as provided herein, Owner will be solely responsible for
all costs and expenses related to construction of a which is located on Owner's
Property, in accordance with all City Ordinances.
If Owner fails to remove the as required by a proper notice of termination,
the City may cause the removal to be done and the costs of such work shall be paid by Owner.
If Owner fails to pay the City for such costs, the City may assess the costs against the Owner's
Property .
4. Consent to Sl'ecial Assessment. Owner hereby acknowledges and consents to the
City's right to specially assess any costs incurred by the City for any repair or maintenance
performed pursuant to Paragraph 2 of this Permit Agreement, or any costs incurred by the City
to remove Owner's from the Permit Property pursuant to Paragraph 3 of this Permit
Agreement. Owner waives any right to protest 01' appeal any special assessment levied pursuant
to this Permit Agreement.
5. Future Develooment. Owner understands and acknowledges that the City may
utilize the Permit Property at some future date and in the sole discretion of the City. In the
L62L1
2
05/15/97 THU 16:04 FAX 612 452 5550
C K 5 & F
~011
event the City undertakes such development, and if this Permit Agreement is not tenninated by
the City as provided above, Owner agrees to cooperate with the City as necessary to facilitate
City's use of the Permit Property, and the City agrees to use its best efforts to accommodate
Owner's use of the Permit Property for the pUI1'oses stated herein.
6. Indemnitv. Owner shall defend, indemnify, and hold harmless the City and its
employees, subcontractors, attorneys, agents, and representatives from and against all claims,
damages, losses, costs and expenses, including attorney's fees, which may be incurred by or
asserted against the City or for which the City may be held liable, which arise out of or result
from use of the Permit Property for purposes, including but not limited to the
maintenance, repair or removal of Owner's , except liability caused solely by the
negligence of the City,
7. Insurance. As long as this Permit Agreement is in existence, Owner shall
maintain a general liability insurance policy which provides coverage for the Permit Property
for any damage to property of others or injuries to persons. Said insurance policy shall provide
coverage on an occurrence basis in an amount no less than One Million dollars ($1,000,000),
and shall include contraccual liability coverage to provide coverage for the indemnification
provision in Paragraph 6 above, Said policy shall name the City as an additional insured, and
shall contain a clause which provides that the insurer will not cancel, non-renew, or materially
change the policy without first giving the City thirty (30) days prior written notice. Owner shall
provide the City with a Certificate of Insurance for said policy which specifically details the
conditions of this Paragraph 6.
8. Waiver of Claims. Owner acknowledges City's ownership ofIhe Permit Property
and knowingly waives any and all claims against the City related to Owner's use of the Permit
Property, including but not limited to claims of abandonment and contractual claims arising out
of this Permit Agreement, except any claims which are the result of the sole negligence or
willful misconduct of the City or its employees or agents.
9. Condition of Property. Owner accepts the Permit Property "as is" and the City
makes no warranties regarding the conditions of the Permit Property or the suitability of the
Permit Property for Owner's purposes.
10. Binding Effect. This Permit Agreement shall run with the land and shall be
binding on and inure to the benefit of the parties hereto, their heirs, successors, or assigns.
11. Whole Agreement; Modification. This Permit Agreement contains all of the terms
and conditions relating to the permit granted herein, and replaces any oral agreements or other
negotiations between the parties relating to the pennit. No modifications to this Permit
Agreement shall be valid until they have been placed in writing and signed by all parties hereto.
12. Recordation.
Office of the
Owner shall cause this Permit Agreement to be recorded in the
County Recorder at their cost and expense.
"6241
3
05/15/97 THU 16:05 FAX 612 452 5550
C K 5 & F
141012
IN WITNESS WHEREOF, the parties have executed this Permit Agreement as of the
date first above written.
CITY OF PRIOR LAKE
OWNER(S)
By:
Lydia Andren, Mayor
By:
Frank Boyles, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
. 19_, by Lydia Andren and Prank Boyles, the Mayor and City Manager
respectively of the City of Prior Lake, on behalf of the City of Prior Lake through authority
granted by its City Council.
Notary Public
STATE OF MlNNESOT A )
)ss.
COUNTY OF )
acknowledged before me this
and
, respectively of
day of
, the
The foregoing instIUment was
19_, by
and
on behalf of the [corporation/partnership].
Notary Public
This Instrument Drafted By:
Campbell, Knutson, Scott &; Fuchs. P.A.
317 Eagandale Office Center
1380 Corporation Center Curve
Eagan, Minnesota 55121
(612) 452.5000
46241
4
AGENDA #:
PREPARED BY:
SUBJECT:
DATE:
INTRODUCTION:
DISCUSSION:
STAFF AGENDA REPORT
8A
JANE KANSIER, PLANNING COORDINATOR
CONSIDER APPROVAL OF RESOLUTION 97 -XX
APPROVING A DEVELOPERS CONTRACT FOR
THE PARK NICOLLET CLINIC
MAY 5,1997
The purpose of this agenda item is to consider approval of
a short form Developer's Contract for the Park Nicollet
Clinic. This contract is to provide for the construction of
public improvements to serve both parcels of land owned
by HealthSystems, Minnesota, rather than those required
for just the clinic building.
HealthSystems, Minnesota, is planning to construct a Park
Nicollet medical clinic on the vacant land located just off of
Highway 13 and Franklin Trail, between Velishek Auto
Sales and the Hollywood Bar and Grill. The entire site is
approximately 11.5 acres in size. The clinic building will
be located on one parcel of approximately 4 acres in the
northwest corner of the site. Future development will
occur on a contiguous parcel.
The clinic building can be constructed without platting the
property comprising the site. If the property is not platted,
City ordinances do not require a Development Contract. If
the clinic building is constructed prior to platting, this site-"
can be developed without a developer's contract. In order
to do so, a building permit and site plan must be approved
by the staff prior to construction. This option includes the
following costs:
. Building permit and application fees
. Trunk sewer and water fee for the entire parcel (11
acres) at $3,500 per acre = $38,500.00. This fee will
not be collected at the time of future development.
. At the time future platting and development, the
access to the site from Franklin Trail must be
reconstructed as a 9 ton road, and utilities must be
1:\97files\97sitepl\parknic\counrpt.doc Page 1
16200 Eagle Creek Ave. S.E.. Prior Lake. Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245
.:>',\1 EQLAL OPPORTU-iIT', E"lPLOYER
ISSUES:
I: \97files\97 silepl\parknic\counrpt. doc
installed.
Since the site will most likely be developed in the future, it
seemed advantageous to install some of the necessary
public improvements to serve the future development at
this time. These improvements include the road access
from Franklin Trail, and sewer and water lines in that road.
The advantage to the developer is that the entrance to the
clinic would not be disrupted by future construction.
The proposed Developer's Contract includes the following:
. The developer will agree to build a 9 ton road with curb
and gutter and utilities from Franklin Trail to the clinic
driveway. The City will pay for the oversizing from a 7
ton road to a 9 ton road, which is our policy.
. The City will agree to defer payment of the trunk sewer
and water fee until future development occurs, or until
January 1, 2002, whichever is first. At that time the
fee will be calculated on the entire parcel, using the
then existing fees, less any right-of-way dedicated to
the City.
. The developer agrees to plat the entire site at the time
of future development, including the clinic site.
. The City will agree to deduct the clinic site from the
calculation of other area charges, such as stormwater,
charges, and excluding trunk sewer and water.
. A separate agreement authorizes the developer to
utilize public right-of-way to install a Park Nicollet Clinic
sign subject to certain conditions. We have not yet
prepared the specifics of this agreement; however, a
sample of this type of agreement is attached for your
information.
One of the issues involved in the development of this site
is the fact that it will be necessary to take some corrective
actions with regard to contaminated soil and groundwater--
that likely will be encountered during the utilities
installation under the access road from Franklin Trail. In
the event the City accepts this road as a public right-of-
way, there is some risk of future liability if recontamination
takes place.. The City Engineer believes the risk is
minimal; however, we do not know about the efforts that
have been made to prevent recontamination of this site.
As part of the Development Contract process, the staff will
ask the developer to investigate when new tanks were
installed at EZ Stop (the source of the contamination) and
the monitoring equipment utilized. We believe that EZ
Page 2
ALTERNATIVES:
RECOMMENDATION:
ACTION REQUIRED:
1:\97files \97 sitepl\pa rkn ic\counrpt. doc
Stop installed new tanks and monitoring equipment in
1993. At the City Attorney's recommendation, this
information will be confirmed by staff before May 5, 1997.
1. Adopt Resolution 97 -XX, approving the Developer's
Contract. Authorize the Mayor and the City Manager
to execute this agreement.
2. Deny Resolution 97 -XX, allowing the developer to
proceed by obtaining building permit and site plan
approval for this project.
3. Defer consideration of this item for specific reasons.
The staff recommends Alternative #1. The City Council
must be aware of the future liability, however minimal, for
clean-up of contaminated soil.
I
Motion and second tfdoPt Resolution 97 -XX
1 /J
I I'
I I
.' ~LtJ
Reviewed B[ank ,ayles, City Manager
Page 3
RESOLUTION 97-XX
RESOLUTION OF THE PRIOR LAKE CITY COUNCIL TO APPROVE THE DEVELOPER'S
CONTRACT FOR THE CONSTRUCTION OF THE PARK-NICOLLET CLINIC
MOTION BY: SECOND BY:
WHEREAS: HealthSystems, Minnesota, is proposing to construct a Park-Nicollet Medical Clinic on the
property described in Exhibit A; and
WHEREAS: the Developer's Contract (Exhibit B) allows HealthSystems, Minnesota, to install public
improvements beyond those required for the clinic building, but needed for the future
development of the remainder of the site; and
WHEREAS: the Developer's Contract spells out the City's obligations and the Developer's obligations in the
installation of these improvemetns.
NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PRIOR LAKE, MINNESOTA, authorizes the Mayor and the City Manager to sign the Developer's
Contract with HealthSystems, Minnesota.
Passed and adopted this 5th day of May, 1997.
YES
NO
ANDREN
GREENFIELD
KEDROWSKI
MADER
SCHENCK
ANDREN
GREENFIELD
KEDROWSKI
MADER
SCHENCK
Frank Boyles, City Manager
City of Prior La~e
{Seal}
1: \97files\97 sitep l\parknic\rs97xxcc. doc
16200 Eagle Creek Ave. S.E., Prior Lake. Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245
AN EQUAL OPPORTCNITY E~PLOYER
i
.
II ill! III
!llll! ill
~ ~ illl' Ii ill
j; ~ II ! j'
j~ ~ pi i ,
r,; III I I:
. II' 1 II
. I!',:
I' I I
~= I
~ ffi
Ii
~
~
i!
~
i
~
~
\
\
1- \
I /1
- ~. =... =.;," -:..;.;. -:.;.;...-:.:.=";..=,"" =.;," -;:.:.;. -:.;.;...- ~./
I
..,
;0
,.
:z:
'"
C
%
-<
;0
,..
r=
(")
o
c
:z:
~
~ 1\
~!I
",\11
'"
PRELIMINARY AGREElVIENT
EQR
DEVELOPMffiNTCONTRACT
This Agreement is entered into this day of March, 1997 by and between the City of
Prior Lake, a municipal corporation (hereinafter referred to as "CITY"), and Health System
Minnesota, a Minnesota corporation (hereinafter referred to as "DEVELOPER").
WHEREAS, DEVELOPER is the owner of certain property located in the City of Prior Lake,
Minnesota, legally described as follows;
[LEGAL]
and commonly known as
attached Exhibit A, (hereinafter referred to as "PARCEL A"); and
, and depicted on the
WHEREAS, PARCEL A is adjacent and contiguous to certain property owned by DEVELOPER
located in the City of Prior Lake, Minnesota, legally described as follows:
[LEGAL]
and commonly known as
attached Exhibit B, (hereinafter referred to as "PARCEL B "); and
, and depicted on the
WHEREAS, DEVELOPER wishes to proceed to develop PARCEL A at the present time; and
WHEREAS, platting PARCEL A and PARCEL B would delay DEVELOPER'S present plans to
develop PARCEL A; and
WHEREAS, CITY and DEVELOPER wish to cooperate in order not to delay or impede the
development of PARCEL A, while at the same time maintaining the greatest degree of flexibility in the
event PARCEL B is developed at a later time; and
WHEREAS, DEVELOPER desires to avoid duplicated expenditures connected with the
development of PARCEL A and future development of PARCEL B.
1:\97 files\97 sitep l\parknic\pre lagmt. doc
Page 1
NOW, THEREFORE, be it resolved that in consideration of the mutual promises, assurances
and covenants, the sufficiency of which is not disputed that:
-
1. The recitals set forth above are incorporated as if fully set forth herein.
2. The DEVELOPER or its Consulting Engineer shall be responsible for providing all construction
services including, but not limited to:
(a) Inspection of public improvement systems which include grading, sanitary sewer,
watermain, storm sewer/ponding and street system;
(b) Documentation of construction work and all testing of f improvements;
(c) Construction quantities;
(d) Project Testing: The DEVELOPER is responsible through its testing company, at the
DEVELOPER's cost, to provide testing to certify that improvements were completed in
compliance with the approved final plans and/or current City specifications. The
personnel performing the testing shall be certified by the Minnesota Department of
Transportation. The City Engineer may require additional testing if, in his opinion,
adequate testing is not being performed. The cost of additional testing is to be paid by
the DEVELOPER.
(e) All improvements are subject to approval by the City Engineer.
3. When PARCEL A is developed, DEVELOPER will construct a 9-ton road in the area cross-
hatched on the attached Exhibit _ with curb, gutter and utilities from Franklin Trail to the clinic
driveway. The CITY will reimburse DEVELOPER (a) for the cost difference to oversize the
road from a 7-ton capacity to a 9-ton capacity, (b) for the cost difference to oversizing utility
service from the utility service necessary to serve PARCEL Band (c) for the cost of any utility
service not necessary to serve PARCEL B.
4. When PARCEL B is developed, the CITY agrees to reimburse DEVELOPER the cost to oversize
sanitary sewer, storm sewer and water serving PARCEL B.
5. As may be required by the CITY, the CITY will defer collection of its trunk sewer and water fees
for PARCEL A until development of PARCEL B or until January 1, 2002, whichever occurs
first. The amount of fee to be co Ilected wi 11 be based on the rate of the trunk sewer and water fee
at the time PARCEL B is developed. The fee will be calculated on PARCELS A and B, less any
right-of-way dedicated to the CITY.
6. DEVELOPER agrees to plat PARCELS A and B as one plat prior to, or at the time of any
development of PARCEL B.
7. CITY agrees to calculate all applicable area charges and fees, with the exception of trunk sewer
and water, based solely on the acreage of PARCEL B.
8. CITY agrees, subject to negotiation of a separate "Private Use of Public Property Agreement", in
substantially the form of Exhibit C incorporated herein, to permit the DEVELOPER to erect one
(1) identification or directional sign in the CITY right-of-way along the access road to PARCEL
A. Except for the location of the identification or directional sign, the sign must in all other
1: \97 files\97 s i tep I\parkni c\pre lagm 1. doc
Page 2
respects comply with the CITY's sign ordinance in effect at the time DEVELOPER applies for a
sign permit.
9. The CITY acknowledges that contamination has been discovered within the right-of-way for the
9-ton road ("AccesswaY") referenced in Paragraph :2 of this Agreement, and that the presence of
the Contamination could result in Remediation Costs or other costs, expenses, losses or
liabilities, including without limitation, those resulting from installation, maintenance, operation
or replacement of sanitary and storm sewer lines and pipes, electrical lines or other utilities after
the road is dedicated to the CITY. Subject to the limitations set forth in this Paragraph 8, the
CITY agrees that if ownership of the Accessway is transferred from the DEVELOPER to the
CITY, the DEVELOPER shall be responsible for any and all Remediation required and/or
Remediation Costs incurred on or after the date of said transfer to comply with applicable
Environmental Laws. The CITY further agrees to release and waive, upon the date of the
transfer of the Accessway to the CITY, any claims the CITY may thereafter have against the
DEVELOPER for any costs, expenses, losses or liabilities incurred after said transfer date
relating to the Contamination.
9.1 The following definitions shall apply to this Paragraph 9:
(a) "Accessway" shall mean the right-of-way for the 9-ton road referenced in
Paragraph 2 hereof, along with said road and its appurtenant curbs, gutters and
utilities from Franklin Trail to the clinic driveway.
(b) "Contamination" shall mean the contaminants present within or under the
Accessway as disclosed in the Geoprobe Subsurface Evaluation Report, dated
December 15, 1995, prepared by ATEC Associates, Inc. and any other toxic,
hazardous or dangerous substances, wastes or materials as defined in any
applicable Environmental Law, including without limitation any petroleum or
petroleum constituents subject to regulation under Minn. Stat. ch. 115C, present
in the oil or groundwater within or under the Accessway.
(c) "Environmental Law(s)" shall mean any and all federal, state and local laws,
statutes, codes, ordinances, regulations, rules, policies, consent decrees, judicial
orders, administrative orders or other requirements relative to the environment
or to human health or safety, all as amended or modified from time to time.
(d) "Remediation Costs" shall mean all expenses, costs or other liabilities paid to
Remediate the Contamination in accordance with this Agreement. Remediation
Costs shall not include expenses, damages, losses or other costs or liabilities
relating to personal injury, economic loss, property damage, natural resource
damages, property value diminution or attorney's fees.
(e) "Remediate" or "Remediation" shall mean removal and/or remediation of, or
other response to any Contamination (including, without limitation, testing,
monitoring, sampling or investigating of any kind and any cleanup, disposal or
other corrective or environmental management actions), as required by the
MPCA or other applicable governmental authority, in compliance with
I: \97 files\97 si tep l\parknic\pre lagm t. doc
Page 3
Environmental Laws. Without limiting the generality of the preceding sentence,
the following activities shall be considered Remediation:
(i) excavation, disposal, treatment or other management of petroleum-
iJ!1pacted soils:
(ii) removal, disposal, treatment or other management of petroleum-impacted
ground water;
(iii) air monitoring, utilization of non-sparking or other specialized machinery,
and use of any other precautionary equipment, procedures or health and
safety measures due to the presence of Contamination; and
(iv) any activities required and approved by the NlPCA in connection with the
DEVELOPER's submissions to the MPCA's Voluntary Petroleum
Investigation and Cleanup program.
9.2 Notwithstanding any other terms hereof, this Paragraph 9 shall survive approval of the
final plat for PARCELS A and B and the termination or expiration of this Agreement.
Nothing in this Paragraph 8 shall affect or limit any of the rights or responsibilities of
any party hereto relative to any other person.
10. Except as provided in Paragraph 9 hereof, this Agreement will become null and void at the time
a final plat encompassing PARCEL A and PARCEL B is approved by the City Council.
11. Any amendment to the Agreement must be in writing, and authorized by the City Council.
12. In the event any provisions of this Agreement shall be held invalid, illegal, or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate or render unenforceable
any other provision hereof, and the remaining provisions shall not in any way be affected or
impaired thereby.
13. This Agreement shall be construed in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the
day and year first above written.
DEVELOPER:
HEAL TH SYSTEM MINNESOTA
CITY OF PRIOR LAKE:
By:
Its Mayor
By:
Its:
By:
Its City Manager
I: \97 files\97 si tep I\parknic \pre lagm t. doc
Page 4
APPROVED FOR FORl\1 & EXECUTION
By:
Its City Attorney
REVIEWED FOR ADl\tfINISTRA nON
By:
Its City Engineer
STATE OF MINNESOTA )
) 55.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of , 199_, by
, the of HEALTH SYSTEM MINNESOTA, a
Minnesota corporation, on behalf of the corporation.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of , 199_,
by Lydia Andren, and Frank Boyles, the Mayor and City Manager, respectively, of City of Prior Lake, a
Minnesota municipal corporation, on behalf of the corporation.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell, Knutson, Scott & Fuchs, P.A.
1380 Corporate Center Curve
317 Eagandale Office Center
Eagan, MN 55121
I: \97 files\97 sitep I\parknic\pre1agmt. doc
Page 5
04/30/97 WED 14:35 FAX 612 452 5550
C K
.-.. - - 8
SAMPLE AGREEMENT
PERM:IT AGREEMENT FOR
PRIV A TE USE OF PUBLIC PROPERTY
TIllS AGREEMENT is made and entered into this day of
1997, by and between the CITY OF PRIOR LAKE, Minnesota, a municipal
(hereinafter referred to as "City"), and
and wife; a parrnership; a
as "Owner").
corporation
, [husband
corporation] (hereinafter referred to
RECITALS
WHEREAS, Owner is the fee owner of a tract of land in Scott County, ,
located at , and legally described
as follows:
[LEGAL]
(hereinafter referred to as "Owner's Property"); and
WHEREAS, the City is the owner of property, legally described as follows:
[LEGAL] and;
WHEREAS. a portion of the serving Owner's Property encroaches on
a portion of the property abutting Owner's property, as described on Exhibit A attached hereto
(the encroached portion of the property hereinafter referred to as the "Permit Property"); and
-OR-
WHEREAS, Owner wishes to use the Permit Property for
; and
WHEREAS, Owners have requested the City to authorize continued use of the Permit
Property for purposes; and
WHEREAS, such continued use of the Permit Property is not inconsistent with current
use of the property by the City and the public; and
WHEREAS, the City may in the future desire to use the Permit Property for other
purposes which are not consistent with Owners use of the Permit Property, and therefore the
City intends to retain all of its right, title, and interest in the Permit Property;
46241
1
04/30/97 WED 14:35 FAX 612 452 5550
C K
~ I) t:t
f4JOU9
SAMPLE AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Permit. Owners shall be permitted to use the Permit Property for
purposes at Owner's sole expense and risk, and with full knowledge that the City may. upon
notice as provided herein, require Owner's to be removed from the Permit
Property at any furore date, at Owner's sole expense. The Permit Property must be kept open
to public use at all times, and no fence or other obstruction may be placed on the Permit
Property without the prior written approval of the City, which may be given or withheld in the
sole discretion of the City.
2. Maintenance of Permit Property: Modification. Owner shall maintain the Permit
Property in good condition at all times. at their sole cost and expense. If Owner fails to do so,
the City may cause the necessary repair or maintenance to be done at Owner's cost. If Owner
fails to pay the City for such costs, the City may assess the costs against Owner's Property.
Owner shall not make any modifications to the or otherwise modify
the Permit Property without the prior written approval of the City, which may be given or
withheld in the sole discretion of the City.
3. Termination. In the event the City desires to use the Permit Property for a
purpose which is inconsistent with use by Owner, to be determined in the
City's sole discretion. or in the event Owner fails to comply with any requirement of this
Agreement within sixty (60) days after receiving a notice from the City requesting such
compliance, the City through its City Manager may terminate this Permit Agreement by giving
ninety (90) days written notice of termination to Owner by certified mail at the following
address: Such notice may, at the
City's option, require Owner to completely remove the from rhe Permit
Property within said ninety (90) day notice period, including all debris. If this Permit
Agreement is terminated by the City as provided herein, Owner will be solely responsible for
all costs and expenses related to construction of a which is located on Owner's
Property, in accordance with all City Ordinances.
If Owner fails to remove the as required by a proper notice of termination.
the City may cause the removal to be done and the costs of such work shall be paid by Owner.
If Owner fails to pay the City for such costs, the City may assess the costs against the Owner's
Property .
4. Consent to Soecial Assessment. Owner hereby acknowledges and consents to the
City's right to specially assess any costs incurred by the City for any repair or maintenance
performed pursuant'to Paragraph 2 of this Permit Agreement, 01; any costs incurred by the City
to remove Owner's from the Permit Property pursuant to Paragraph 3 of this Permit
Agreement. Owner waives any right to protest or appeal any special assessmt:nt It:vit:d pursuant
to this Permit Agreement.
5. Future Develooment. Owner understands and acknowledges that the City may
utilize the Permit Property at some future date and in the sole discretion of the City. In the
4624'
2
04l:lO~'97 WED 14: 36 FAX 612 452 5550
C K S & r
SAMPLE AGREEMENT
event the City undertakes such development, and if this Permit Agreement is not terminated by
the City as provided above, Owner agrees to cooperate with the City as necessary to facilitate
City's use of the Permit Property. and the City agrees to use its best efforts to accommodate
Owner's use of the Permit Property for the purposes stated herem.
6. Indemnity. Owner shall defend, indemnify, and hold hannless the City and its
employees, subcontractors, attorneys, agents, and representatives from and against all claims,
damages, losses, costs and expenses, including attorney's fees, which may be incurred by or
asserted against me City or for which the City may be held liable, which arise out of or result
from use of the Permit Property for purposes, including but not limited to the
maintenance, repair or removal of Owner's , except liability caused solely by the
negligence of the City.
7. Insurance, As long as this Permit Agreement is in existence, Owner shall
maintain a general liability insurance policy which provides coverage for the Permit Property
for any damage to property of others or injuries to persons, Said insurance policy shall provide
coverage on an occurrence basis in an amount no less than One Million dollars ($1,000,000),
and shall include contractual liability coverage to provide coverage for the: indemnification
provision in Paragraph 6 above. Said policy shall name the City as an additional insured, and
shall contain a clause which provides that the insurer will not cancel, non-renew, or materially
change the policy without first giving the City thirty (30) days prior written notice. Owner shall
provide the City with a Certificate of Insurance for said policy which specifically details the
conditions of this Paragraph 6.
8. Waiver of Claims, Owner acknowledges City's ownership of the Permit Property
and knowingly waives any and all claims against the City related to Owner's use of the Permit
Property, including but not limited to claims of abandonment and contractual claims arising out
of this Permit Agreement, except any claims which are the result of the sole negligence or
willful misconduct of the City or its employees or agents.
9. Condition of PropertY. Owner accepts the Permit Property "as is" and the City
makes no warranties regarding the conditions of the Permit Property or the suitability of the
Permit Property for Owner's purposes.
10. Binding Effect. This Permit Agreement shall run with the land and shall be
binding on and inure to the benefit of the parties hereto, their heirs, successors, or assigns.
11. Whole Agreement: Modification. This Permit Agreement contains all of the terms
and conditions relating to the permit granted herein, and replaces any oral agreements or other
negotiations between the parties relating to the permit. No modifications to this Permit
Agreement shall be valid until they have been placed in writing and signed by all parties hereto.
12. Recordation.
Office of the
Owner shall cause this Permit Agreement to be recorded in the
County Recorder at their cost and expense.
46Z41
3
04/30/97 WED 14:36 FAX 612 452 5550
C F
SAMPLE AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Permit Agreement as of the
date fIrst above written.
CITY OF PRIOR LAKE
OWNER(S)
By:
Lydia Andren, Mayor
By:
Frank Boyles, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
I 19_, by Lydia Andren and Frank Boyles, the Mayor and City Manager
respectively of the City of Prior Lake, on behalf of the City of Prior Lake through authority
granted by its City Council.
Notary Public
STATE OF MINNESOTA )
)ss.
COUNTY OF )
The foregoing instrument was
19_, by
and
on behalf of the [corporation/partnership].
acknowledged before me this
and
, respectively of
day of
the
Notary Public
This Instrument Drafted By:
Campbell. Knutson. Seen & Fuchs. P.A.
317 Eagandalc: Office: Ccntcr
1380 Corporation Center Curve
Eagan. Minnesota 55121
(612) 452-5000
46241
4