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Home My WebLink About2020-09-08-J14 Triumph Park_Contribution AgreementAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: September 8, 2020 AGENDA ITEM:Consideration of approval of a resolution approving Triumph Park Contribution Agreement with Waukee Foundation, Inc. FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: This agreement between the City of Waukee and Waukee Foundation, Inc. is for the Miracle Field surfacing and the Epic Playground at Triumph Park. Waukee Foundation, Inc. agrees to pay the City of Waukee a total of $2,015,000.00 for the construction of these two amenities. With the help from the Waukee Foundation, Inc. the City of Waukee is proud to be able to undertake and include in its construction the completion of the Miracle Field and Epic Playground with funds provided by the Foundation to the City. The City will invoice the Foundation for the costs associated with the bid alternates for 1) the Miracle Field Surfacing and 2) Epic Playground as pay estimates are submitted by the winning bidder to the City as work on the project progresses. Should the total cost of any one Change Order proposed to the City, or should the total cost of all Change Orders to date proposed and/or approved by the City exceed $75,000, the City agrees to request approval from the Foundation prior to approval. The City of Waukee will own and maintain the facilities associated with this agreement. Waukee Foundation, Inc. has raised $1,756,676.00 of the $2,015,000.00 that is required in this agreement. The Foundation is actively seeking additional donations and grants. The majority of the construction of these two amenities will not occur until fall 2021 or spring 2022. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the Resolution ATTACHMENTS: I. Agreement J14 PREPARED BY: Matt Jermier REVIEWED BY: THE CITY OF WAUKEE, IOWA RESOLUTION 2020- APPROVING TRIUMPH PARK CONTRIBUTION AGREEMENT WITH WAUKEE FOUNDATION, INC. IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the City has budgeted public funds for the purpose of construction and development of a recreation and sports complex known as Triumph Park (“City Project”) but there is a need for supplemental funding from private sources to complete the full build-out of the complex; AND, WHEREAS, the Waukee Foundation, Inc. (“the Foundation”) wishes to make a contribution to the City in the amount of $2,015,000.00 to aid in the completion of Miracle Field surfacing thereby completing the Miracle Field in the first phase, as well as an Epic Playground; AND, WHEREAS, the City and Foundation desire to enter into an agreement setting forth the respective obligations of the both parties. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee, Iowa, that the Triumph Park Contribution Agreement with Waukee Foundation, Inc., is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved this the 8th day of September, 2020. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman R. Charles Bottenberg Chris Crone Larry R. Lyon Ben Sinclair -1- TRIUMPH PARK CONTRIBUTION AGREEMENT This Agreement is entered into as of the ____________ day of _______________, 2020 by, between the Waukee Foundation, Inc. (“the Foundation”) and the City of Waukee, Iowa (the “City”). WHEREAS, the City owns land that it is developing as a recreational and sports complex; and WHEREAS, the City has budgeted public funds for the purpose of construction and development of the recreation and sports complex known as Triumph Park (“City Project”) but there is a need for supplemental funding from private sources to complete the full build out of the complex; and WHEREAS, the City has solicited bids in accordance with Iowa Law and several bid alternates were included and the City has determined that it is able to include in the first construction phase the Miracle Field surfacing thereby completing the Miracle Field in the first phase, as well as the Epic Playground, if private funds are contributed totaling $2,015,000.00; and WHEREAS, the Foundation wishes to make a contribution to the City in the amount of $2,015,000.00 to aid in the completion of the Miracle Field surfacing thereby completing the Miracle Field in the first phase, as well as the Epic Playground, as more particularly set forth in this agreement; and WHEREAS, with the help of, and in reliance on the receipt of funds from the Foundation, the City of Waukee is proud to be able to undertake and include in its first construction phase of the City Project, the completion of the Miracle Field and Epic Playground with funds provided by the Foundation to the City; and WHEREAS, the Parties desire to enter into an agreement setting forth the respective obligations of the Parties. In consideration of the mutual promises as more particularly set forth herein, sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.The Foundation shall contribute $2,015,000.00 to the City of Waukee for the completion of the Miracle Field surfacing and the construction and installation of the Epic Playground as follows: a)The Foundation has reviewed and acknowledges the plans and specifications for the Miracle Field, including the surfacing, and Epic Playground and desires the City to complete both components as part of the initial phase of the City’s Triumph Park project. The Foundation requests that the City accept the bid alternates for the Miracle Field surfacing and alternate bid for the construction of the Epic Playground and agrees to pay unto the City the sum of $2,015,000.00 as follows: -2- i.The City will invoice the Foundation for the costs associated with the bid alternates for 1) the Miracle Field Surfacing and 2) Epic Playground (Collectively referred to as “Alternates”) as pay estimates are submitted by the winning bidder to the City as the project progresses. The Foundation shall remit payment to the City in the amount of the invoice within 60 days of the date of the invoice. The Foundation may request an extension of time to pay from the City by submitting a request in writing within 20 days of the date of the invoice addressed to the City Administrator which will be submitted to the City Council for its consideration, which may be approved, or denied, by the City Council, as circumstances warrant, in the City’s sole discretion. ii.Change Orders. The Foundation understands and agrees that on occasion there are circumstances encountered during construction that necessitate a change order between the City and the winning bidder. In the event, the need arises, as determined by the City, after consultation with the project engineer, a change order may be approved by the City concerning the construction of the Alternates included in the City Project. The Foundation agrees that it shall pay unto the City any increased costs incurred by the City related to the Alternates and said costs shall be paid as provided in par 1(A)(i) and 1(A)(iii) of this agreement. iii.Change Orders Total in Excess of $75,000. Should the total cost of any one Change Order proposed to the City, or should the total cost of all Change Orders proposed and/or approved by the City exceed $75,000, the City agrees to request approval from the Foundation prior to approval. Should the City not obtain approval to the extent required herein, the Foundation does not expressly agree to pay unto the City the increased costs incurred by the City related to the change orders. 2.In consideration and in reliance on the foregoing the City agrees to accept, as part of the City Project, the Alternates and proceed to construct the same in accordance with the plans and specifications approved by the City. 3.Ownership & Control. The parties agree and stipulate that this Agreement is not intended to and does not make the Foundation an Owner of the undeveloped, or developed, property at any time. The Foundation is solely supplementing the funding available to the City to complete the City Project and Alternates and the Foundation does not have any control or interest in the design, construction, maintenance or operation of Triumph Park, Alternates or the facilities and structures being constructed for the public’s use by the City. The City agrees to defend and indemnify the Foundation concerning any legal expenses associated with any claims made against the Foundation, if any, in any way related to the construction of the facilities through the date of the City’s final acceptance of the Project, with the exception of any action brought by the City to enforce the obligations created hereunder. -3- 4.Enforcement. Should it become necessary for either party to enforce this agreement, the defaulting party shall be responsible for any and all attorney’s fees and expenses incurred by the other party in pursuit of enforcement of this Agreement. 5.Power and Authority. Each Party to this Agreement represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized by all required corporation, LLC, or regulatory authority, and when executed and delivered, this Agreement constitutes the valid and binding obligation of such Party, enforceable in accordance with its terms. 6.Binding Effect. This agreement shall inure to the benefit of and be binding upon all parties their successors and interests or assigns, if any. 7.Jurisdiction. The parties agree that this Agreement and amendments hereto, if any, shall be governed by the laws of the State of Iowa. The parties consent and agree that the proper venue and jurisdiction relative to the enforcement of the terms, conditions and provisions of this Agreement and amendments hereto, if any, is the Iowa District Court in and for Dallas County, Iowa. WAUKEE FOUNDATION, INC. CITY OF WAUKEE, IOWA By: _________________________________ By: __________________________________ Print Name: ___________________________ Courtney Clarke, Mayor Print Title: ___________________________