3. Chanhassen Transit Station
CITY OF
CHANHASSEN
7700 Market Boulevard
PO Box 147
Chanhassen, MN 55317
Administration
Phone: 952,227,1100
Fax: 952,227,1110
Building Inspections
Phone: 952,227.1180
Fax: 952,227,1190
Engineering
Phone: 952,227,1160
Fax: 952,227,1170
Finance
Phone: 952,227,1140
Fax: 952,227.1110
Park & Recreation
Phone: 952,227,1120
Fax: 952,227,1110
Recreation Center
2310 Coulter Boulevard
Phone: 952,227,1400
Fax: 952,227,1404
Planning &
Natural Resources
Phone: 952,227,1130
Fax: 952,227,1110
Public Works
1591 Park Road
Phone: 952,227.1300
Fax: 952,227.1310
Senior Center
Phone: 952,227,1125
Fax: 952,227,1110
Web Site
www.ci.chanhassen.mn.us
3
MEMORANDUM
TO:
Mayor & City Council
FROM:
Todd Gerhardt, City Manager
DA TE:
December 7, 2009
SUBJ:
Cooperative Agreement Between the City of Chanhassen and
SouthWest Transit, Chanhassen Transit Station
Attached please find a Cooperative Agreement between the City of Chanhassen
and SouthWest Transit. The intent of this agreement is to outline the
responsibilities of the City of Chanhassen and South West Transit for the
Chanhassen Transit Station project. The responsibilities are as follows:
City of Chanhassen:
1.
The City of Chanhassen will acquire all the property necessary for
Phase I and Phase II as set forth in the feasibility study. The closing
must occur before April 2, 2010; however, if it does not, the road
projects (including all of Phase I & II) will not be awarded.
2.
The city will take full ownership and maintain Phase I and II public
improvements.
3.
The city will pay 100% of the administrative costs incurred by the
consulting engineer (Kimley-Hom), land acquisition costs, and
associated costs for Phase I and II improvements. The total estimated
amount is $1,051,448:
Total Costs
Amount Assessed to Bloomberg
City of Chanhassen Costs
$1,051,448
-729,253
$322,195
City of Chanhassen Cost Breakdown:
Relocation Estimates
Railroad Depot Acquisition
Soft Costs (Engineering Services, Land Acquisitions)
Total
$100,000
140,000
82,1 95
$322,195
Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow
Mayor & City Council
December 7, 2009
Page 2
SouthWest Transit:
SouthWest Transit will be responsible for building a 424-stall park and ride
facility. SouthWest Transit shall also enter into an agreement with the approved
bidder to construct Phase I & II improvements before December 31, 2011. The
estimated cost for these improvements is $749,300.
RECOMMENDA TION
Staff recommends approval of the Cooperative Agreement between the City of
Chanhassen and SouthWest Transit Commission.
ATTACHMENTS
1. Cooperative Agreement
2. Property Ownership Map
g:\adrnin\tg\downtown park & ride\cc memo cooperative agreement 12-7-09.doc
COOPERATIVE AGREEMENT
BETWEEN THE CITY OF CHANHASSEN
AND SOUTHWEST TRANSIT FOR THE
DOWNTOWN TRANSIT STATION SITE
IMPROVEMENT PROJECT
THIS COOPERATIVE AGREEMENT is entered into between the CITY OF
CHANHASSEN, a Minnesota municipal corporation (hereinafter referred to as "Chanhassen" or
the "City") and SOUTHWEST TRANSIT, a joint powers entity organized under the laws of the
State of Minnesota (hereinafter referred to as "SouthWest"), with Chanhassen and SouthWest
collectively hereinafter referred to as the "Parties".
RECITALS
A. SouthWest intends to construct a park and ride facility with approximately 424
parking spaces upon the land legally described on Exhibit "A" and to be platted as Lot 1, Block
1, Chanhassen Transit Station (the "SouthWest Property") owned by or to by acquired by
SouthWest for use of transit passengers traveling between Chanhassen and surrounding
communities ("Parking Facility").
B. Public infrastructure must be constructed to serve the Parking Facility.
C. Utility relocation and demolition of a building known as the "Scene Shop" must
be completed prior to construction of the Parking Facility.
D. South West and Chanhassen agree that each IS authorized to enter into this
Agreement pursuant to Minnesota Statutes S 471.59.
E. The Parties desire to enter into this Agreement to outline their respective duties and
obligations as it relates to above-described construction and utility work and payment of contractors,
for land acquisition, engineering fees and administrative costs.
NOW, THEREFORE, in consideration of their mutual covenants the Parties agree as
follows:
1. DEFINITIONS. The following terms and phrases as used in this Cooperative
Agreement shall mean:
"Agreement" means this cooperative agreement between the Chanhassen and SouthWest for the
downtown transit station site improvement project.
"Bloomberg" means Bloomberg Companies Incorporated, a Minnesota corporation, whose
address is 525 West 78th Street Chanhassen, Minnesota.
"Consulting Engineer" means Kimley-Hom and Associates, Inc., or another engineer selected
by Chanhassen.
"Feasibility Study" means the Downtown Transit Station Site Improvements Feasibility Study
and Report prepared for the Chanhassen by Kimley- Horn and Associates, Inc. dated March 2009
as supplemented by a Feasibility Study Amendment dated October 30,2009.
"Land Acquisition Costs" include but are not limited to: costs to acquire land and "Associated
Costs" including taxes, closing costs, appraisals, subdivision, platting and surveying.
"Phase I Improvements" and "Phase I" mean the Phase IA Improvements and the Phase IE
Improvements as set forth in the Feasibility Study.
"Phase IA Improvements" and "Phase IA" mean clearing and grubbing, retaining wall
construction; demolition of the scene shop and related expenses; and other site preparation for
the future construction of the Phase II Improvements as set forth in the Feasibility Study.
"Phase IB Improvements" and "Phase IB" means water main relocation and sanitary sewer
relocation as set forth in the Feasibility Study.
"Phase II Improvements" and "Phase II" mean street improvements, sidewalks, street lights
and storm sewer improvements, as set forth in the Feasibility Study.
"Project Costs" include but are not limited to: construction costs; surveying, testing and
inspection; demolition and removal costs; and other costs of construction. Project Costs do not
include the Parties' staff time and benefits, administrative costs, Consulting Engineer or other
engineering fees.
"Purchase Agreement" means the Purchase Agreement between Chanhassen and Bloomberg
attached hereto as Exhibit "B".
"Special Assessment Agreement" means the Public Improvement and Special Assessment
Agreement between Chanhassen and Bloomberg attached hereto as Exhibit "C".
2. PHASE I IMPROVEMENTS. With respect to the Phase I Improvements:
A. Plans and Specifications. Chanhassen has prepared the Feasibility Study.
Consulting Engineer will prepare the plans and specifications and contract documents for the
Phase I Improvements. The plans and specifications and contract documents must be approved in
writing by both Parties and shall conform to federal and state aid standards.
B. Bidding. SouthWest shall advertise for bids for construction of the Phase I
Improvements in accordance with Minnesota Law. The bids must be approved in writing by both
Parties.
C. Contract Award. If a bid is approved by both Parties, SouthWest shall
enter into a contract with the approved bidder.
D. Contract Supervision. Consulting Engineer will supervise construction of
the Phase I Improvements related to public infrastructure on behalf of Chanhassen. South West,
Walker, as defined herein, or SouthWest's designee will supervise construction of all other Phase
I Improvements on behalf of SouthWest.
E.
to the contractor.
Paying Agent. SouthWest shall be the paying agent for all payments due
F. Consulting Engineer. Chanhassen shall be the paymg agent for all
payments due to the Consulting Engineer.
3. PHASE II IMPROVEMENTS. With respect to the Phase II Improvements:
A. Plans and Specifications. Consulting Engineer has prepared a Feasibility
Study and will prepare the plans and specifications related to the Phase II roadway construction.
SouthWest's engineer, Walker Parking Consultants ("Walker") will prepare the plans and
specifications for the Parking Facility and contract documents for the Phase II Improvements.
The plans and specifications and contract documents must be approved in writing by both Parties
and shall conform to federal and state aid standards.
B. Bidding: South West will advertise for bids for the construction of the
Phase II Improvements in accordance with Minnesota Law. The bids must be approved in
writing by both Parties.
C. Contract Award. If a bid is approved by both Parties, SouthWest shall
enter into a contract with the approved bidder. Prior to construction of the Phase I and II
Improvements, the City and South West will enter into a temporary construction easement
granting South West the right to construct the Phase I and II Improvements on property currently
owned by the City to be platted as part of Outlot B, Chanhassen Transit Station, until December
31, 2011, in a form acceptable to both Parties.
D. Contract Supervision. Consulting Engineer will supervise construction of
the Phase II Improvements related to public infrastructure on behalf of the Chanhassen.
SouthWest, Walker or SouthWest's designee will supervise construction of all other Phase II
Improvements on behalf of South West.
E.
to the contractor.
Paving Agent. SouthWest shall be the paying agent for all payments due
F. Consulting Engineer. Chanhassen shall be the paying agent for all
payments due to the Consulting Engineer.
4. LAND ACQUISITION. Chanhassen entered into the Purchase Agreement to
acquire property necessary for Phase I and Phase II projects. See Exhibit "B". SouthWest
entered into that certain Real Estate Exchange Agreement dated November 17, 2009 to acquire
the SouthWest Property ("SouthWest Purchase Agreement"). See Exhibit "D".
5. PROJECT COORDINATION AND CONTINGENCIES. Chanhassen must
close on the property acquisition pursuant to the Purchase Agreement before a contract is entered
into for either project. Contracts for the Phase I and Phase II Improvements must be let
concurrently. If a contract is not awarded for both the Phase I Improvements and the Phase II
Improvements a contract may not be awarded for either project. If the contingencies are not
satisfied by April 2, 2010, neither the Phase I nor the Phase II Improvements will be constructed.
The Phase I Improvements must be substantially completed before the Phase II Improvements
commence.
6. COST ALLOCATION AND FUNDING.
A. SouthWest shall be responsible for 100% of the Phase I and Phase II
Project Costs in the total estimated amount of $749,300. SouthWest shall be responsible for
making all progress payments and final payment to the contractor for the Phase I and Phase II
projects. SouthWest and Chanhassen acknowledge that the Phase I and Phase II Project Costs
may be above or below the estimated amount. SouthWest hereby assumes the financial risk or
reward that the final Phase I and Phase II Project Costs may be above or below the estimated
amount. SouthWest shall pay 100% of administrative costs incurred by SouthWest and Walker's
fees.
B. Chanhassen shall fund 100% of administrative costs incurred by
Chanhassen, Consulting Engineer and City Engineer fees, and Land Acquisition Costs and
Associated Costs for the Phase I and Phase II Improvements in the total estimated amount of
$1,051,448 ("Chanhassen Costs"). The administrative costs, Consulting Engineer fees, and City
Engineer fees total approximately $224,900. Land Acquisition Costs related to the Phase I and
Phase II Improvements total approximately $826,548 plus Associated Costs. The Land
Acquisition Costs include the acquisition of the depot station site, street right-of-way, land
between the Parking Facility and street right-of-way, land underlying the Scene Shop and
relocation of the Scene Shop. Chanhassen shall assess $729,253 of the Chanhassen Costs to
Bloomberg pursuant to the Special Assessment Agreement and Chanhassen shall be responsible
for the remaining $322,195. SouthWest and Chanhassen acknowledge that the Chanhassen Costs
may be above or below the estimated amount. Chanhassen hereby assumes the financial risk or
reward that the final Chanhassen Costs may be above or below the estimated amount. In addition
to the Chanhassen Costs, Chanhassen shall also pay 100% of the Scene Shop business relocation
expenses as set forth in the Feasibility Study.
7. OWNERSHIP. Following completion, Chanhassen shall own and maintain the
Phase I and Phase II public improvements. The roadway being constructed as part of the Phase II
Improvements shall be built exclusively on property acquired by Chanhassen under the Purchase
Agreement.
8. CHANGE ORDERS AND SUPPLEMENTAL AGREEMENTS. Any change
orders or supplemental agreements that affect the costs payable by Chanhassen under this
Agreement and changes to the construction plans must be approved by Chanhassen prior to
execution of work.
9. RULES AND REGULATIONS. SouthWest shall abide by Minnesota
Department of Transportation Standard Specifications rules and contract administration
procedures.
10. INDEMNIFICATION. SouthWest agrees to defend, indemnify, and hold
harmless Chanhassen against any and all claims, liability, loss, damage, or expense arising under
the provisions of this Agreement and caused by or resulting from negligent acts or omissions of
SouthWest and/or those of SouthWest employees or agents. Chanhassen agrees to defend,
indemnify, and hold harmless SouthWest against any and all claims, liability, loss, damage, or
expense arising under the provisions of this Agreement for which Chanhassen is responsible,
including future operation and maintenance of facilities owned by Chanhassen and caused by or
resulting from negligent acts or omissions of Chanhassen and/or those of Chanhassen employees
or agents. Under no circumstances, however, shall a party be required to pay on behalf of itself
and the other party any amounts in excess of the limits on liability established in Minnesota
Statutes Chapter 466 applicable to anyone party. The limits of liability for both Parties may not
be added together to determine the maximum amount of liability for either party. The intent of
this paragraph is to impose on each party a limited duty to defend and indemnify each other
subject to the limits of liability under Minnesota Statutes Chapter 466. The purpose of creating
this duty to defend and indemnify is to simplify the defense of claims by eliminating conflicts
among the Parties and to permit liability claims against both Parties from a single occurrence to
be defended by a single attorney.
11. WAIVER. Any and all persons engaged in the work to be performed by one
party to this Agreement shall not be considered employees of the other party to this Agreement
for any purpose, including Worker's Compensation, or any and all claims that mayor might arise
out of the employment context on behalf of the employees while so engaged. Any and all claims
made by any third party as a consequence of any act or omission on the part of one party's
employees while so engaged on any of the work contemplated herein shall not be the obligation
or responsibility of the other party.
12. AUDITS. Pursuant to Minnesota Statutes S 16C.05, Subd. 5, any books, records,
documents, and accounting procedures and practices of Chanhassen and SouthWest relevant to
this Agreement are subject to examination by Chanhassen, Southwest, and either the Legislative
Auditor or the State Auditor as appropriate. Chanhassen and SouthWest agree to maintain these
records for a period of six years from the date of performance of all services covered under this
Agreement.
13. DATA PRACTICES ACT. The Parties shall at all times abide by the Minnesota
Government Data Practices Act, Minn. Stat. Chapter 13.
14. CLAIMS. To receive any payment on this Agreement, the invoice or bill must
include the following signed and dated statement: "I declare under penalty of perjury that this
account, claim, or demand is just and correct and that no part of it has been paid."
15. INTEGRA TION. The entire and integrated agreement of the Parties contained
in this Agreement shall supersede all prior negotiations, representations, or agreements between
Chanhassen and SouthWest regarding the project; whether written or oral.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the same counterpart.
IN WITNESS THEREOF, the Parties have caused this Agreement to be executed by
their duly authorized officials.
SOUTHWEST TRANSIT
CITY OF CHANHASSEN
BY:
BY:
Its Chair
Its Mayor
AND
AND
Its Chief Executive Officer
Its City Manager
P:\Home\0622.164 - Chanhassen Downtown Transit Station\Documents\Cooperative Agreements\Cooperative Agreement for Road Construction
20091204 (clean) (2) (from Knutson).doc
I
I
~.- ~ - - - - - --:-:- - -.::- ~ - ~.- - - - - - - - ~: - - - - -L -___ -: - -.--'.- - - - - -= ~ - - __ - ~ - __~ _~ _ _ ~ _ _ _ --:- _ _ ~ _ _ _ _ _ _ _ _ _ _ _ _ _1_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
WEST 78TH ST. '
:::-:- '~I ~- :~.- :"--.~ :-::-~~:.~ -..::.....:~...::c.._._._
E
g
'"
:.:,'
-~I
I
i
L...,.'
L_
I I,
"
I ,r
I'
I I;
I 1,
I. i
I
--11)\
il I
.-~l-~'
iIJ:'
;I~ I
;1 :,
11. ,I,
:1 ":'
:1
\.1
rn
o
~
o
'"
~
~
o
'"
~
~
I
o
-,
'"
o
o
'"
I
>
w
'"
I
~
'"
W
Q.
o
'"
Q.
I
'"
Q.
...
CD
I
1;]
I
Q.
'"
i
'"
./
'"
w
>
~
CD
I
1;]
./
8 :,
"
~
Q.
"
~-
~
~
ti
'"
'"
"
r
~ ~ ~
r
$
u
./
'>
U
I
~
...-
;;
I
. I
--~
P:'"j I
'I I, I
Ii Ij".,j
It: : ~!
, ''',~,'.
I i ~~; ~
I :
I I :
I ~
; :;..~
. .
. .
,~" ,,,,,,,,~",,~,,,",,,,,,,*,,,,,,,,;c,,:0~: ,-,pC,'
-
--
_-----l
,
I
x
-
-
--
--
---
----
1:~
..,. ..;.;;~ .t.:.:~4
.,.,?..,,~~~ ;..:~~"":~",,:;;,,
-------
--
--
... ~. i~~~'
., '\5: ~D::~~:Y. :~::
AND UTILITY EASEMENT
15,250 SQ. FT.
-
NOTE:
1. THE ACQUISITION AREA FOR OUTLOT B IS 34,879 SQ. FT. SINCE A 3,063 SQ. FT.
PORTION OF OUTLOT B IS CURRENTLY OWNED BY THE CITY AND A 9,120 SQ. FT.
PORTION IS INCLUDED AS A PART OF THE SCENE SHOP PURCHASE.
2. THE ACQUISITION AREA FOR LOT, 1 BLOCK 2 IS 17.139 SQ. FT. SINCE A 89 SQ. FT.
PORTION OF LOT I, BLOCK 2 IS CURRENTLY OWNED BY THE CITY.
:~~... ."
:;;;:.. 2: ~5;~:f:::' .':
CITY OF
CHANHASSEN
o
I
25 50
100
I
HORIZONTAL
SC^LE IN FEET
~=~
Kimley-Horn
and Associates, Inc.
CITY OF CHANHASSEN
DOWNTOWN TRANSIT STATION
SITE IMPROVEMENTS
CITY PROJECT NO. 08-11
PROPOSED PROPERTY OWNERSHIP
EXHIBIT 7
REV. 10/.30/09