The URL can be used to link to this page

01-845Council File # C l + $y$ Presented By Referred to Green Sheet LUTION �AU MIN TA . � # �t3a3� �� Committee: Date 1 WHEREAS, the City of Saint Paul is the owner of certain property laiown as Raspberry Island Park, which 2 is a part of Lilydale-Aazriet Island Regional Pazk, under the jurisdiction of the Division of Parks and Recreation; 3 and 4 WHEREAS, Raspberry Island Park is in need of improvements; and 5 WHEREAS, the Schubert Club, founded in 1882, the oldest arts organization in the State of Minnesota, is 6 dedicated to Classical Music history, education and appreciation; and 7 WHEREAS, the Schubert Club proposes to construct a bandshell on Raspberry Island as a gift to the City 8 of Saint Paul and enter into a long term partnership with the Division of Parks and Recreation for the care and 9 programming of the bandshell, and 10 WHEREAS, the Saint Paul Parks and Recreation Commission, by its Resolution No. Ol-5, has endarsed the 11 Schubert Club Bandshell Project, and 12 WHEREAS, construction of the Bandshell necessitates a written Agreement between the City and the 13 Schubert Club, 14 NOW THEREFORE BE IT RESOLVED by the Council of the City of Saint Paul, that the Mayor and the 15 proper city officials aze hereby authorized and directed to enter into a Bandshell Aevelopment Agreement with the 16 Schubert club, in a form and content substanfially as set forth in the agreement draft attached hereto, and 17 FINALLY RESOLVED, that the City of Saint Paul extends its sincere appreciarion and gratitude to the 18 Schubert Club for its gift of the Bandshell to the City. � Yeas Nays Absent �� Benanav ��_�� Blakey �� Bostrom �� Coleman_�f J � �� ,� I� Harris_II�II �� II Reiter II— II �/ II ��u� Adopted by Council: Date �� Adoption Certified by Council,Secxetaxy �-� Approved by Mayor: Date: By: : y„ f �_ . ' ""` ( Requested by: Division of Parks and Recreation .�as� �ac��. . �, Form Approved by City Attorney By: --� - -,� �� _� ! Approved by ayor for Submission to Council� By' �-��i�� I/V � � DEPARTMENT/OFFICECOUNCIL �ATEINITIATED GREEN SHEET NO. 113236 Parks and Recreation Aug 9, 2001 O�r S� CANTACTPERSONANDPHONE INITIALIDA7E INfTIAVDATE John Wirka 266-6411 � 1 DEPARTMENTDIRECTOR 4 alvcouNa� UMBERFO Z CITYATTORNEY S CENC MUST BE ON COUNCfL AGENDA BY (DATE) �NG ppEry FINANCIAL 5ERVICES D1R FINANCNL SERV/ACCTG August22 3 MAVOR(ORASSISTAN'n v � s PARKSANORECREATION TOTAL#OFSIGPIATUREPAGES � (CLIPALLLOCATIONSFORSIGNATUR� ACTION REQUESTED: Approval of City Council Resolution Schubert Club Bandshett Development Agreement RECOMMENDATIONS: Approve (A) or Reject (R) PERSONAL SERVICE CONTRACTS MUST MISWER THE FOLLOWING QUESTIONS: PLANNINGCOMMISSION CIVILSERVICECOMMISSION — t. Nasthisperso�rmeverworketluntleramnVac[fotihl5tlepartmenl? CIB COMMITTEE A Parks and Recreation Commission ves No STAFF 2. Has ihis perso�rtn ever been a city employee? YES NO DISTRICT COUNCIL — 3. Ooes this person/frm possess a swll noi nomally possessed by any <une�� city ertpioyee? SUPPORTSWHICHCOUNCILOBJECTIVE? YES NO Explain all yes answers on sepa2te sheet and atfath to green sheet INITIATING PROBLEM, ISSUE, OPPORTUNIIY(Who, What, When, Where. Why): The Schubert Club will design, fabricate and install a bandshell on Ftaspberry Island as a gift to the City of Saint Paul. The Schubert Club and the Division of Parks and Recreation are collaborating on this project, which necessitates approval of a Bandshell Development Agreement between the City and the Schubert Club in order to proceed further. , ADVANTAGESIFAPPROVED. Bandshell Development Agreement can be executed, project can proceed. �ISADVANTAGES IF APPROVED: None DISAOVANTAGES IF NOT APPROVED: � Bandshell project cannot proceed. TOTALAMOUNTOFTRANSACTION W NA CO5T72EVENUEBUDGETED�CIRCLEONE) VES NO FUNDINGSOURCE NA ACTMTYNUMBER FINANCIALINFORMATION:(EXPLAIN) Cotattc� F�arch Centsr All6 1 � 2�09 - - � QA; SCHUBERT CLUB BANDSHELL PROJECT AGREEMEN 1.0: Parties: 1.1 The Schubert Ciub, a Minnesota non-profit organization with offices at 75 W. Fifth Street, 302 Landmark Center, Saint Paul, MN 55102 (hereinafter "Schubert Club"). 1.2 The City of Saint Paul, aMinnesota municipal corporation, actin� through its Division of Parks and Recreation, 300 City Hall Annex, 25 W. Fourth Street, Saint Paul, MN 55102 (hereinafter "City"). 2.0: Recitals: 2.1 The City owns the downstream two-thirds ofRaspberry Island inthe Mississippi River, beneath the Wabasha Street Bridge. The remainder of Raspberry Island is owned by the Minnesota Boat Club, a non-profit organization. The portion of Raspberry Island owtl'�d by the City, which shall be referred to as the "Site", is more fully described in Exhibit A, attached hereto and incorporated herein by reference. 2.2 TheCityisactivelyengagedinreclaimingandrefurbishingitswaterfrontforpublicuse and enjoyment, and the City desires to rebuild and beautify that portion of Raspberry Island it owns. 23 The Schubert Club is the oldest musical organization in the City and proposes to assist in this redevelopment effort by causing a bandshell designed by James Carpenter to be constructed on the Site. The project will be known as the Schubert Club Bandshell (hereinafter "Bandshell"). 2.4. James Carpenter is a world-renowned designer who was previously employed by the City in connection with the original designs for the Wabasha Bridge. Skidmore, Owens & Merrill, LLP ("SOM") is the structural engineer of the Bandshell. 2.5 The Division of Parks and Recreation is responsible for the redevelopment efforts of Raspberry Island and believes that the Bandshell would be a significant and welcome part of the redevelopment efforts. Toward that end the Parties wish to set forth the understanding of their respective responsibilities for the construction of the Bandshell and the site preparation and landscaping of the Site, which to�ether shall be known as the "Project", 2.6 The Parties have agreed that the Schubert Club shall be responsible for desi�, fabrication and construction of the Bandshell and that the City will be responsible for the landscaping and site development of the Site, consisting of grading, imgation, seeding and sod piacement, installation of walkways, railings, lighting and such other features the City determines to be appropriate and necessary. The Parties anticipate that the Project will take 12 to 24 months to complete, but that the City's responsibility to do Site development and landscaping work is dependent upon availability of funds and no guarantees exist that work will be completed on such timetable. o � - 8�4S NOW, THEREFORE, in consideration ofthe mutual undertakings and a�eements herein, the Parties agree as follows: 3A Grant ofPermission and Commitment to Complete 3.1 The City hereby grants to the Schubert Club permission to desi�, fabricate and construct the Bandshell, as more fully described in construction drawings prepared by James Carpenter Desi� Associates, Ina("JCDA") and SOM, on the Site. The Schubert Club is responsible for applying for and obtaining any necessary governmental permits and approvals which are required for the Bandshell. 3.2 The City agrees to complete the site development and landscaping work for the Project subject to its ability to identify and secure funding for such work. The City commits to use its best efforts to secure sufficient funds for its portion of the Project, but cannot guazantee any timetable far completion of the work. 4.0 Bandshell Design, Fabrication and Construction 41 The Schubert Club will contract with and pay JCDA, SOM and such other professionals as the Schubert Club deems necessary and appropriate to design the Bandshell. The construction documents will be submitted to the City's office of License, Inspections and Environmental Protection for plan and permit review. The design process was substantially completed by July 27, 2001. 4.2 The Schubert Club will contract with and pay a general contractor and such other subsystem fabricators and suppliers as it may deem necessary and appropriate to fabricate and erect the Bandshell on the Site. 4.2.1 The fabrication and erection process shall begin about August 1, 2001 and shall proceed in the following stages: 4.2.1.1: Concrete foundation and abutment work will begin about August, 2001 and will be completed by November, 2001. 4.2.1.2: Off-site fabrication of the steel frame and glass cover will begin about September, 2001. 4.2.13: Erection of the steel frame and glass cover will begin thereafter with on-site work scheduled to begin Apri115, 2002 and to be substantially completed by June 30, 2002. 4.3 The Schubert Club proposes to construct the foundation on steel piles on an area of the Site which preliminary investigation has shown may have contaminated soil, believed to be the product of the former Unocal pipeline lease across Raspberry Island. The City and the Schubert Club acknowledge that the determination of disposition of contaminated soils is the province of the State ofMinnesota Pollution Control Agency (MPCA). The City acknowledges the presence of these contaminated soils but is 2 O�-�yS unaware of their extent and the City's a�eement to the Bandshell construction at the Site selected by the Schubert Ciub is conditioned upon receipt of written consent from the MPCA concerning use ofthe selected site, includin� any conditions MPCA intends to impose regazding disposition of said contaminated soils. 4.4 The Schubert Club's general contractor shall coordinate its workwith other contractors hired by the City to perform work at the Site. 4.5 The Schubert Club's general contractor shall inspect all materials upon delivery to Yhe Site and document their condition as acceptable for their specified use, shall reject those materials found to be unacceptable, and shall document the installation and erection of all materials, in addition to its other duties. 4.6 The Schubert Club will assure the timely payment of the contractors, subcontractors and suppliers in the fabrication and erection of the bandshell. 4.7 Except as othenvise specifically stated herein or as agreed to in advance and in writing by the City, all expenses incurred by the Schubert Club in connection with the design, fabrication and erection of the Bandshell will be the responsibility of the Schubert Club. 4.8 The Schubert Club's general contractor will be allowed access to the Site and will be allowed to store materials and job trailers as needed to erect the Bandshell on the Site during the construction process. All such materials and equipment shall be removed from the Site in a prompt and timely manner once the Bandshell has been completed, but in no event later than twenty days after completion of the Bandshell. The Schubert Club shall be responsible at all times during the construction process for securing the Site and ensuring that no public access is allowed. The Schubert Club assumes the risk of any loss or damage to said materials while they are being used and stored at the Site. 5.0 Site Work and Other Support by the City 5.1 The City will be responsible far the completion of the Site work and landscaping azound the Bandshell, and will arrange and pay for the installation of electrical service to the Site for construction purposes, at a specific point adj acent to the Bandshell to be mutually a�eed upon. 5.1.1 The site development and landscaping work will consist of grading, irrigation, seeding and sod placement, construction ofwalkways, driveways, and installation of fences, railings, lighting and landscaping and such other features as the City determines to be appropriate and necessary, and the timing of such work shall be dependent upon the necessary funds being available. 5.1.2 Electrical service to the Site for construction purposes will be requested by the City to be completed not later than April 15, 2002. 3 o �-��ts 5.2. The City will designate a contact person from the Division of Pazks and Recreation to coordinate and facilitate the activities of the City and the Schubert Club 's general contractor. 6.0 Schedule and Acceptance 6.1 The schedule for the Project is attached as Exhibit B. Both parties a�ee to use their best efforts to achieve the target completion dates set out in the schedule. In no event will the failure to secure funding for the site work completion be considered to be an unreasonable delay by the City. 6.2 Llpon completion of the Bandshell, the Schubert Club may request that the City give final written approval of the fabrication and erection process. The City will not unreasonablywithhold approval and will, within thirty business days after the request, either provide such approval or a written statement detailing the reasons for withholding its approval. The Schubert Club or its contractors will promptly remedy any deficiencies identified by the City, and then request a final written approval, which shall not be unreasonably withheld by the City. 63 Upon completion and acceptance by the City, the Schubert Club will provide to the Division of Parks and Recreation an as-built set of drawings for the Bandshell (in reproducible and digital format). 7.0 Warranties, Indemnities and Insurance 7.1 The Schubert Club represents and warrants to the City as follows: 7.1.1 The Schubert Club has all necessary authority to enter into this Agreement, and is not pariy to any pre-existing ab eements which would be the cause of anybreach ofthis Agreement ar render its performance under this Agreement impracticable. 7.1.2 As of the date of this Agreement, the Schubert Club is not awaze of any threatened or pending claims or suits allegin� facts inconsistent with the foregoing representations. 713 To the best of its knowledge and ability, the Schubert Club will cause the Bandshell to be designed, fabricated and erected free of defects in materials and workmanship, and shall cause its contractors to guarantee their work to be such for a period oftwo years from the earlier ofthe date of the acceptance by the City under 6.2 above or 90 days after substantial completion, The warranty period for any component of the Bandshell that is not accepted by the City due to a claim under the warranty shall not begin until the component is completed free of defects. 7.2 The foregoing warranties will not include conditions which arise out of vandalism, criminal acts of third parties or acts of God. � � 1-P4S 73 The City represents and warrants to the Schubert Club as follows: 7.3.1 The City owns the portion of Raspberry Island desi�ated as the Site and controls access to the Site and has full authority to allow the erection of the Bandshell thereon. 73.2 The Bandshell will be called and known as the Schubert Club Bandshell throughout its existence, unless the Schubert Club wishes to rename it. The Schubert Club will give the City reasonable notice of its intent to change the name and the City agrees to use the new name thereafter. 73.3 If requested by the Schubert Club, the City will erect and maintain an acknowled�nent of the names of contributors to the Schubert Club Bandshell, which shall be in a mutually a�eed upon format and location, and consistent with Parks & Recreation Commission policy. 7.3.4 The City is not a party to any pre-existing agreement which would be the cause of any breach of this Agreement or render performance of the City's obligation under this Agreement impracticable. 7.4 The Schubert Club will protect, defend and indemnify the City a�ainst any claims by contractors, subcontractors or material suppliers in the nature of inechanic' s lien claims with respect to the Bandshell. 7.5 The Schubert Club will cause its contractor to carry public liability insurance naming the City as an additional insured during the fabrication and conshuction of the Bandshell. The limits of the insurance shall be in an amount not less than one million ($1,000,000.00)peroccurrence,twomillion($2,000,000.00)aggregate. TheSchubert Club shall furnish a certificate ofits contractor's insurance to the Division ofPazks and Recreation. 8.0 Coordination and Relationship 8.1 The City of Saint Paul, Division of Parks and Recreation, is desigiated to administer this Agreement, and all notices under this Agreement will be given to the Director of Parks and Recreation or his designee. 8.2 The Schubert Club desib ates its President to administer this Agreement, and to receive all notices under this Agreement. 8.3 For the purposes of this Ab eement, the Schubert Ciub will be deemed an independent contractor and not an officer, agent or employee of the City, and its officers, agents, contractors and employees shall not be considered to be officers, agents or employees of the City. 8.4 At its election, the Schubert Club may retain fee title to the Bandshell upon its completion. If the Schubert Club does elect to retain title, either through the Schubert a � -d'�tt Club or through the establishment of a wholly-owned subsidiary entity, the parties shall cause a written amendment to this Agreement to be executed which shall either grant the Club or its subsidiary entity license to place the Bandshell on the Site or will lease the Site or a portion thereof to the Ciub ar its subsidiary entity, and which shall further set forth the responsibilities of each party as to use of the Site, maintenance responsibilities and costs and requirements for insurance and indemnification provisions. 9.0 Term of the Agreement and Termination 91 This Agreement will be for a period of two years from the date first written below. 9.2 Either party may terminate the Agreement for cause in the event the other party fails to cure a material breach of any obligation hereunder within thirty (30) days afrer written notice of such breach. 93 This Agreement may be terminated immediately by the Schubert Club upon written notice to the City in the event the Bandshell erection process is prevented or materially altered in any way by actions or events beyond the control of the Club. 9.4 Upon termination of the Agreement the Schubert Club will promptly arrange for the orderly removal of any materials, construction equipment or the Bandshell itself from the Site, except that the Schubert Club will not be required to remove the pilings or the pile caps from the Site. The cost of removing such materials and equipment shall be the responsibility of the Schubert Club unless the termination of the Agreement is caused by the City's failure to cure a material breach. 10.0 Other provisions 10.1 This Agreement represents the entire understanding of the Parties with respect to fhe fabrication, construction and erection of the Bandshell and the Site work and landscaping to be done by the City. Any prior oral or written commitments, contracts and understandings with respect to the subject matter hereof shall be void. The recitals contained in Paragraph 2 of this Agreement aze incorporated herein by reference. 10.2 This Agreement may not be assigned by one party without the express written consent of the other party. 103 This A�eement may be amended only by an instrument in writing, executed by all parties hereto. 10.4 This Agreement shall be construed in accordance with the laws of the State of Minnesota. Any action to enforce the obligations created by this Agreement will be venued in the Ramsey County District Court. a � -��s' IN WITNBSS WHEREOF, partieshereto have executedtYris Agreement onthe date indicatedbelow. CTTY OF SAINT PAUL SCHUSERT CLUB Date Mayor Director of Parks & Recreation Finance Department President Approved as to Form Council File # C l + $y$ Presented By Referred to Green Sheet LUTION �AU MIN TA . � # �t3a3� �� Committee: Date 1 WHEREAS, the City of Saint Paul is the owner of certain property laiown as Raspberry Island Park, which 2 is a part of Lilydale-Aazriet Island Regional Pazk, under the jurisdiction of the Division of Parks and Recreation; 3 and 4 WHEREAS, Raspberry Island Park is in need of improvements; and 5 WHEREAS, the Schubert Club, founded in 1882, the oldest arts organization in the State of Minnesota, is 6 dedicated to Classical Music history, education and appreciation; and 7 WHEREAS, the Schubert Club proposes to construct a bandshell on Raspberry Island as a gift to the City 8 of Saint Paul and enter into a long term partnership with the Division of Parks and Recreation for the care and 9 programming of the bandshell, and 10 WHEREAS, the Saint Paul Parks and Recreation Commission, by its Resolution No. Ol-5, has endarsed the 11 Schubert Club Bandshell Project, and 12 WHEREAS, construction of the Bandshell necessitates a written Agreement between the City and the 13 Schubert Club, 14 NOW THEREFORE BE IT RESOLVED by the Council of the City of Saint Paul, that the Mayor and the 15 proper city officials aze hereby authorized and directed to enter into a Bandshell Aevelopment Agreement with the 16 Schubert club, in a form and content substanfially as set forth in the agreement draft attached hereto, and 17 FINALLY RESOLVED, that the City of Saint Paul extends its sincere appreciarion and gratitude to the 18 Schubert Club for its gift of the Bandshell to the City. � Yeas Nays Absent �� Benanav ��_�� Blakey �� Bostrom �� Coleman_�f J � �� ,� I� Harris_II�II �� II Reiter II— II �/ II ��u� Adopted by Council: Date �� Adoption Certified by Council,Secxetaxy �-� Approved by Mayor: Date: By: : y„ f �_ . ' ""` ( Requested by: Division of Parks and Recreation .�as� �ac��. . �, Form Approved by City Attorney By: --� - -,� �� _� ! Approved by ayor for Submission to Council� By' �-��i�� I/V � � DEPARTMENT/OFFICECOUNCIL �ATEINITIATED GREEN SHEET NO. 113236 Parks and Recreation Aug 9, 2001 O�r S� CANTACTPERSONANDPHONE INITIALIDA7E INfTIAVDATE John Wirka 266-6411 � 1 DEPARTMENTDIRECTOR 4 alvcouNa� UMBERFO Z CITYATTORNEY S CENC MUST BE ON COUNCfL AGENDA BY (DATE) �NG ppEry FINANCIAL 5ERVICES D1R FINANCNL SERV/ACCTG August22 3 MAVOR(ORASSISTAN'n v � s PARKSANORECREATION TOTAL#OFSIGPIATUREPAGES � (CLIPALLLOCATIONSFORSIGNATUR� ACTION REQUESTED: Approval of City Council Resolution Schubert Club Bandshett Development Agreement RECOMMENDATIONS: Approve (A) or Reject (R) PERSONAL SERVICE CONTRACTS MUST MISWER THE FOLLOWING QUESTIONS: PLANNINGCOMMISSION CIVILSERVICECOMMISSION — t. Nasthisperso�rmeverworketluntleramnVac[fotihl5tlepartmenl? CIB COMMITTEE A Parks and Recreation Commission ves No STAFF 2. Has ihis perso�rtn ever been a city employee? YES NO DISTRICT COUNCIL — 3. Ooes this person/frm possess a swll noi nomally possessed by any <une�� city ertpioyee? SUPPORTSWHICHCOUNCILOBJECTIVE? YES NO Explain all yes answers on sepa2te sheet and atfath to green sheet INITIATING PROBLEM, ISSUE, OPPORTUNIIY(Who, What, When, Where. Why): The Schubert Club will design, fabricate and install a bandshell on Ftaspberry Island as a gift to the City of Saint Paul. The Schubert Club and the Division of Parks and Recreation are collaborating on this project, which necessitates approval of a Bandshell Development Agreement between the City and the Schubert Club in order to proceed further. , ADVANTAGESIFAPPROVED. Bandshell Development Agreement can be executed, project can proceed. �ISADVANTAGES IF APPROVED: None DISAOVANTAGES IF NOT APPROVED: � Bandshell project cannot proceed. TOTALAMOUNTOFTRANSACTION W NA CO5T72EVENUEBUDGETED�CIRCLEONE) VES NO FUNDINGSOURCE NA ACTMTYNUMBER FINANCIALINFORMATION:(EXPLAIN) Cotattc� F�arch Centsr All6 1 � 2�09 - - � QA; SCHUBERT CLUB BANDSHELL PROJECT AGREEMEN 1.0: Parties: 1.1 The Schubert Ciub, a Minnesota non-profit organization with offices at 75 W. Fifth Street, 302 Landmark Center, Saint Paul, MN 55102 (hereinafter "Schubert Club"). 1.2 The City of Saint Paul, aMinnesota municipal corporation, actin� through its Division of Parks and Recreation, 300 City Hall Annex, 25 W. Fourth Street, Saint Paul, MN 55102 (hereinafter "City"). 2.0: Recitals: 2.1 The City owns the downstream two-thirds ofRaspberry Island inthe Mississippi River, beneath the Wabasha Street Bridge. The remainder of Raspberry Island is owned by the Minnesota Boat Club, a non-profit organization. The portion of Raspberry Island owtl'�d by the City, which shall be referred to as the "Site", is more fully described in Exhibit A, attached hereto and incorporated herein by reference. 2.2 TheCityisactivelyengagedinreclaimingandrefurbishingitswaterfrontforpublicuse and enjoyment, and the City desires to rebuild and beautify that portion of Raspberry Island it owns. 23 The Schubert Club is the oldest musical organization in the City and proposes to assist in this redevelopment effort by causing a bandshell designed by James Carpenter to be constructed on the Site. The project will be known as the Schubert Club Bandshell (hereinafter "Bandshell"). 2.4. James Carpenter is a world-renowned designer who was previously employed by the City in connection with the original designs for the Wabasha Bridge. Skidmore, Owens & Merrill, LLP ("SOM") is the structural engineer of the Bandshell. 2.5 The Division of Parks and Recreation is responsible for the redevelopment efforts of Raspberry Island and believes that the Bandshell would be a significant and welcome part of the redevelopment efforts. Toward that end the Parties wish to set forth the understanding of their respective responsibilities for the construction of the Bandshell and the site preparation and landscaping of the Site, which to�ether shall be known as the "Project", 2.6 The Parties have agreed that the Schubert Club shall be responsible for desi�, fabrication and construction of the Bandshell and that the City will be responsible for the landscaping and site development of the Site, consisting of grading, imgation, seeding and sod piacement, installation of walkways, railings, lighting and such other features the City determines to be appropriate and necessary. The Parties anticipate that the Project will take 12 to 24 months to complete, but that the City's responsibility to do Site development and landscaping work is dependent upon availability of funds and no guarantees exist that work will be completed on such timetable. o � - 8�4S NOW, THEREFORE, in consideration ofthe mutual undertakings and a�eements herein, the Parties agree as follows: 3A Grant ofPermission and Commitment to Complete 3.1 The City hereby grants to the Schubert Club permission to desi�, fabricate and construct the Bandshell, as more fully described in construction drawings prepared by James Carpenter Desi� Associates, Ina("JCDA") and SOM, on the Site. The Schubert Club is responsible for applying for and obtaining any necessary governmental permits and approvals which are required for the Bandshell. 3.2 The City agrees to complete the site development and landscaping work for the Project subject to its ability to identify and secure funding for such work. The City commits to use its best efforts to secure sufficient funds for its portion of the Project, but cannot guazantee any timetable far completion of the work. 4.0 Bandshell Design, Fabrication and Construction 41 The Schubert Club will contract with and pay JCDA, SOM and such other professionals as the Schubert Club deems necessary and appropriate to design the Bandshell. The construction documents will be submitted to the City's office of License, Inspections and Environmental Protection for plan and permit review. The design process was substantially completed by July 27, 2001. 4.2 The Schubert Club will contract with and pay a general contractor and such other subsystem fabricators and suppliers as it may deem necessary and appropriate to fabricate and erect the Bandshell on the Site. 4.2.1 The fabrication and erection process shall begin about August 1, 2001 and shall proceed in the following stages: 4.2.1.1: Concrete foundation and abutment work will begin about August, 2001 and will be completed by November, 2001. 4.2.1.2: Off-site fabrication of the steel frame and glass cover will begin about September, 2001. 4.2.13: Erection of the steel frame and glass cover will begin thereafter with on-site work scheduled to begin Apri115, 2002 and to be substantially completed by June 30, 2002. 4.3 The Schubert Club proposes to construct the foundation on steel piles on an area of the Site which preliminary investigation has shown may have contaminated soil, believed to be the product of the former Unocal pipeline lease across Raspberry Island. The City and the Schubert Club acknowledge that the determination of disposition of contaminated soils is the province of the State ofMinnesota Pollution Control Agency (MPCA). The City acknowledges the presence of these contaminated soils but is 2 O�-�yS unaware of their extent and the City's a�eement to the Bandshell construction at the Site selected by the Schubert Ciub is conditioned upon receipt of written consent from the MPCA concerning use ofthe selected site, includin� any conditions MPCA intends to impose regazding disposition of said contaminated soils. 4.4 The Schubert Club's general contractor shall coordinate its workwith other contractors hired by the City to perform work at the Site. 4.5 The Schubert Club's general contractor shall inspect all materials upon delivery to Yhe Site and document their condition as acceptable for their specified use, shall reject those materials found to be unacceptable, and shall document the installation and erection of all materials, in addition to its other duties. 4.6 The Schubert Club will assure the timely payment of the contractors, subcontractors and suppliers in the fabrication and erection of the bandshell. 4.7 Except as othenvise specifically stated herein or as agreed to in advance and in writing by the City, all expenses incurred by the Schubert Club in connection with the design, fabrication and erection of the Bandshell will be the responsibility of the Schubert Club. 4.8 The Schubert Club's general contractor will be allowed access to the Site and will be allowed to store materials and job trailers as needed to erect the Bandshell on the Site during the construction process. All such materials and equipment shall be removed from the Site in a prompt and timely manner once the Bandshell has been completed, but in no event later than twenty days after completion of the Bandshell. The Schubert Club shall be responsible at all times during the construction process for securing the Site and ensuring that no public access is allowed. The Schubert Club assumes the risk of any loss or damage to said materials while they are being used and stored at the Site. 5.0 Site Work and Other Support by the City 5.1 The City will be responsible far the completion of the Site work and landscaping azound the Bandshell, and will arrange and pay for the installation of electrical service to the Site for construction purposes, at a specific point adj acent to the Bandshell to be mutually a�eed upon. 5.1.1 The site development and landscaping work will consist of grading, irrigation, seeding and sod placement, construction ofwalkways, driveways, and installation of fences, railings, lighting and landscaping and such other features as the City determines to be appropriate and necessary, and the timing of such work shall be dependent upon the necessary funds being available. 5.1.2 Electrical service to the Site for construction purposes will be requested by the City to be completed not later than April 15, 2002. 3 o �-��ts 5.2. The City will designate a contact person from the Division of Pazks and Recreation to coordinate and facilitate the activities of the City and the Schubert Club 's general contractor. 6.0 Schedule and Acceptance 6.1 The schedule for the Project is attached as Exhibit B. Both parties a�ee to use their best efforts to achieve the target completion dates set out in the schedule. In no event will the failure to secure funding for the site work completion be considered to be an unreasonable delay by the City. 6.2 Llpon completion of the Bandshell, the Schubert Club may request that the City give final written approval of the fabrication and erection process. The City will not unreasonablywithhold approval and will, within thirty business days after the request, either provide such approval or a written statement detailing the reasons for withholding its approval. The Schubert Club or its contractors will promptly remedy any deficiencies identified by the City, and then request a final written approval, which shall not be unreasonably withheld by the City. 63 Upon completion and acceptance by the City, the Schubert Club will provide to the Division of Parks and Recreation an as-built set of drawings for the Bandshell (in reproducible and digital format). 7.0 Warranties, Indemnities and Insurance 7.1 The Schubert Club represents and warrants to the City as follows: 7.1.1 The Schubert Club has all necessary authority to enter into this Agreement, and is not pariy to any pre-existing ab eements which would be the cause of anybreach ofthis Agreement ar render its performance under this Agreement impracticable. 7.1.2 As of the date of this Agreement, the Schubert Club is not awaze of any threatened or pending claims or suits allegin� facts inconsistent with the foregoing representations. 713 To the best of its knowledge and ability, the Schubert Club will cause the Bandshell to be designed, fabricated and erected free of defects in materials and workmanship, and shall cause its contractors to guarantee their work to be such for a period oftwo years from the earlier ofthe date of the acceptance by the City under 6.2 above or 90 days after substantial completion, The warranty period for any component of the Bandshell that is not accepted by the City due to a claim under the warranty shall not begin until the component is completed free of defects. 7.2 The foregoing warranties will not include conditions which arise out of vandalism, criminal acts of third parties or acts of God. � � 1-P4S 73 The City represents and warrants to the Schubert Club as follows: 7.3.1 The City owns the portion of Raspberry Island desi�ated as the Site and controls access to the Site and has full authority to allow the erection of the Bandshell thereon. 73.2 The Bandshell will be called and known as the Schubert Club Bandshell throughout its existence, unless the Schubert Club wishes to rename it. The Schubert Club will give the City reasonable notice of its intent to change the name and the City agrees to use the new name thereafter. 73.3 If requested by the Schubert Club, the City will erect and maintain an acknowled�nent of the names of contributors to the Schubert Club Bandshell, which shall be in a mutually a�eed upon format and location, and consistent with Parks & Recreation Commission policy. 7.3.4 The City is not a party to any pre-existing agreement which would be the cause of any breach of this Agreement or render performance of the City's obligation under this Agreement impracticable. 7.4 The Schubert Club will protect, defend and indemnify the City a�ainst any claims by contractors, subcontractors or material suppliers in the nature of inechanic' s lien claims with respect to the Bandshell. 7.5 The Schubert Club will cause its contractor to carry public liability insurance naming the City as an additional insured during the fabrication and conshuction of the Bandshell. The limits of the insurance shall be in an amount not less than one million ($1,000,000.00)peroccurrence,twomillion($2,000,000.00)aggregate. TheSchubert Club shall furnish a certificate ofits contractor's insurance to the Division ofPazks and Recreation. 8.0 Coordination and Relationship 8.1 The City of Saint Paul, Division of Parks and Recreation, is desigiated to administer this Agreement, and all notices under this Agreement will be given to the Director of Parks and Recreation or his designee. 8.2 The Schubert Club desib ates its President to administer this Agreement, and to receive all notices under this Agreement. 8.3 For the purposes of this Ab eement, the Schubert Ciub will be deemed an independent contractor and not an officer, agent or employee of the City, and its officers, agents, contractors and employees shall not be considered to be officers, agents or employees of the City. 8.4 At its election, the Schubert Club may retain fee title to the Bandshell upon its completion. If the Schubert Club does elect to retain title, either through the Schubert a � -d'�tt Club or through the establishment of a wholly-owned subsidiary entity, the parties shall cause a written amendment to this Agreement to be executed which shall either grant the Club or its subsidiary entity license to place the Bandshell on the Site or will lease the Site or a portion thereof to the Ciub ar its subsidiary entity, and which shall further set forth the responsibilities of each party as to use of the Site, maintenance responsibilities and costs and requirements for insurance and indemnification provisions. 9.0 Term of the Agreement and Termination 91 This Agreement will be for a period of two years from the date first written below. 9.2 Either party may terminate the Agreement for cause in the event the other party fails to cure a material breach of any obligation hereunder within thirty (30) days afrer written notice of such breach. 93 This Agreement may be terminated immediately by the Schubert Club upon written notice to the City in the event the Bandshell erection process is prevented or materially altered in any way by actions or events beyond the control of the Club. 9.4 Upon termination of the Agreement the Schubert Club will promptly arrange for the orderly removal of any materials, construction equipment or the Bandshell itself from the Site, except that the Schubert Club will not be required to remove the pilings or the pile caps from the Site. The cost of removing such materials and equipment shall be the responsibility of the Schubert Club unless the termination of the Agreement is caused by the City's failure to cure a material breach. 10.0 Other provisions 10.1 This Agreement represents the entire understanding of the Parties with respect to fhe fabrication, construction and erection of the Bandshell and the Site work and landscaping to be done by the City. Any prior oral or written commitments, contracts and understandings with respect to the subject matter hereof shall be void. The recitals contained in Paragraph 2 of this Agreement aze incorporated herein by reference. 10.2 This Agreement may not be assigned by one party without the express written consent of the other party. 103 This A�eement may be amended only by an instrument in writing, executed by all parties hereto. 10.4 This Agreement shall be construed in accordance with the laws of the State of Minnesota. Any action to enforce the obligations created by this Agreement will be venued in the Ramsey County District Court. a � -��s' IN WITNBSS WHEREOF, partieshereto have executedtYris Agreement onthe date indicatedbelow. CTTY OF SAINT PAUL SCHUSERT CLUB Date Mayor Director of Parks & Recreation Finance Department President Approved as to Form Council File # C l + $y$ Presented By Referred to Green Sheet LUTION �AU MIN TA . � # �t3a3� �� Committee: Date 1 WHEREAS, the City of Saint Paul is the owner of certain property laiown as Raspberry Island Park, which 2 is a part of Lilydale-Aazriet Island Regional Pazk, under the jurisdiction of the Division of Parks and Recreation; 3 and 4 WHEREAS, Raspberry Island Park is in need of improvements; and 5 WHEREAS, the Schubert Club, founded in 1882, the oldest arts organization in the State of Minnesota, is 6 dedicated to Classical Music history, education and appreciation; and 7 WHEREAS, the Schubert Club proposes to construct a bandshell on Raspberry Island as a gift to the City 8 of Saint Paul and enter into a long term partnership with the Division of Parks and Recreation for the care and 9 programming of the bandshell, and 10 WHEREAS, the Saint Paul Parks and Recreation Commission, by its Resolution No. Ol-5, has endarsed the 11 Schubert Club Bandshell Project, and 12 WHEREAS, construction of the Bandshell necessitates a written Agreement between the City and the 13 Schubert Club, 14 NOW THEREFORE BE IT RESOLVED by the Council of the City of Saint Paul, that the Mayor and the 15 proper city officials aze hereby authorized and directed to enter into a Bandshell Aevelopment Agreement with the 16 Schubert club, in a form and content substanfially as set forth in the agreement draft attached hereto, and 17 FINALLY RESOLVED, that the City of Saint Paul extends its sincere appreciarion and gratitude to the 18 Schubert Club for its gift of the Bandshell to the City. � Yeas Nays Absent �� Benanav ��_�� Blakey �� Bostrom �� Coleman_�f J � �� ,� I� Harris_II�II �� II Reiter II— II �/ II ��u� Adopted by Council: Date �� Adoption Certified by Council,Secxetaxy �-� Approved by Mayor: Date: By: : y„ f �_ . ' ""` ( Requested by: Division of Parks and Recreation .�as� �ac��. . �, Form Approved by City Attorney By: --� - -,� �� _� ! Approved by ayor for Submission to Council� By' �-��i�� I/V � � DEPARTMENT/OFFICECOUNCIL �ATEINITIATED GREEN SHEET NO. 113236 Parks and Recreation Aug 9, 2001 O�r S� CANTACTPERSONANDPHONE INITIALIDA7E INfTIAVDATE John Wirka 266-6411 � 1 DEPARTMENTDIRECTOR 4 alvcouNa� UMBERFO Z CITYATTORNEY S CENC MUST BE ON COUNCfL AGENDA BY (DATE) �NG ppEry FINANCIAL 5ERVICES D1R FINANCNL SERV/ACCTG August22 3 MAVOR(ORASSISTAN'n v � s PARKSANORECREATION TOTAL#OFSIGPIATUREPAGES � (CLIPALLLOCATIONSFORSIGNATUR� ACTION REQUESTED: Approval of City Council Resolution Schubert Club Bandshett Development Agreement RECOMMENDATIONS: Approve (A) or Reject (R) PERSONAL SERVICE CONTRACTS MUST MISWER THE FOLLOWING QUESTIONS: PLANNINGCOMMISSION CIVILSERVICECOMMISSION — t. Nasthisperso�rmeverworketluntleramnVac[fotihl5tlepartmenl? CIB COMMITTEE A Parks and Recreation Commission ves No STAFF 2. Has ihis perso�rtn ever been a city employee? YES NO DISTRICT COUNCIL — 3. Ooes this person/frm possess a swll noi nomally possessed by any <une�� city ertpioyee? SUPPORTSWHICHCOUNCILOBJECTIVE? YES NO Explain all yes answers on sepa2te sheet and atfath to green sheet INITIATING PROBLEM, ISSUE, OPPORTUNIIY(Who, What, When, Where. Why): The Schubert Club will design, fabricate and install a bandshell on Ftaspberry Island as a gift to the City of Saint Paul. The Schubert Club and the Division of Parks and Recreation are collaborating on this project, which necessitates approval of a Bandshell Development Agreement between the City and the Schubert Club in order to proceed further. , ADVANTAGESIFAPPROVED. Bandshell Development Agreement can be executed, project can proceed. �ISADVANTAGES IF APPROVED: None DISAOVANTAGES IF NOT APPROVED: � Bandshell project cannot proceed. TOTALAMOUNTOFTRANSACTION W NA CO5T72EVENUEBUDGETED�CIRCLEONE) VES NO FUNDINGSOURCE NA ACTMTYNUMBER FINANCIALINFORMATION:(EXPLAIN) Cotattc� F�arch Centsr All6 1 � 2�09 - - � QA; SCHUBERT CLUB BANDSHELL PROJECT AGREEMEN 1.0: Parties: 1.1 The Schubert Ciub, a Minnesota non-profit organization with offices at 75 W. Fifth Street, 302 Landmark Center, Saint Paul, MN 55102 (hereinafter "Schubert Club"). 1.2 The City of Saint Paul, aMinnesota municipal corporation, actin� through its Division of Parks and Recreation, 300 City Hall Annex, 25 W. Fourth Street, Saint Paul, MN 55102 (hereinafter "City"). 2.0: Recitals: 2.1 The City owns the downstream two-thirds ofRaspberry Island inthe Mississippi River, beneath the Wabasha Street Bridge. The remainder of Raspberry Island is owned by the Minnesota Boat Club, a non-profit organization. The portion of Raspberry Island owtl'�d by the City, which shall be referred to as the "Site", is more fully described in Exhibit A, attached hereto and incorporated herein by reference. 2.2 TheCityisactivelyengagedinreclaimingandrefurbishingitswaterfrontforpublicuse and enjoyment, and the City desires to rebuild and beautify that portion of Raspberry Island it owns. 23 The Schubert Club is the oldest musical organization in the City and proposes to assist in this redevelopment effort by causing a bandshell designed by James Carpenter to be constructed on the Site. The project will be known as the Schubert Club Bandshell (hereinafter "Bandshell"). 2.4. James Carpenter is a world-renowned designer who was previously employed by the City in connection with the original designs for the Wabasha Bridge. Skidmore, Owens & Merrill, LLP ("SOM") is the structural engineer of the Bandshell. 2.5 The Division of Parks and Recreation is responsible for the redevelopment efforts of Raspberry Island and believes that the Bandshell would be a significant and welcome part of the redevelopment efforts. Toward that end the Parties wish to set forth the understanding of their respective responsibilities for the construction of the Bandshell and the site preparation and landscaping of the Site, which to�ether shall be known as the "Project", 2.6 The Parties have agreed that the Schubert Club shall be responsible for desi�, fabrication and construction of the Bandshell and that the City will be responsible for the landscaping and site development of the Site, consisting of grading, imgation, seeding and sod piacement, installation of walkways, railings, lighting and such other features the City determines to be appropriate and necessary. The Parties anticipate that the Project will take 12 to 24 months to complete, but that the City's responsibility to do Site development and landscaping work is dependent upon availability of funds and no guarantees exist that work will be completed on such timetable. o � - 8�4S NOW, THEREFORE, in consideration ofthe mutual undertakings and a�eements herein, the Parties agree as follows: 3A Grant ofPermission and Commitment to Complete 3.1 The City hereby grants to the Schubert Club permission to desi�, fabricate and construct the Bandshell, as more fully described in construction drawings prepared by James Carpenter Desi� Associates, Ina("JCDA") and SOM, on the Site. The Schubert Club is responsible for applying for and obtaining any necessary governmental permits and approvals which are required for the Bandshell. 3.2 The City agrees to complete the site development and landscaping work for the Project subject to its ability to identify and secure funding for such work. The City commits to use its best efforts to secure sufficient funds for its portion of the Project, but cannot guazantee any timetable far completion of the work. 4.0 Bandshell Design, Fabrication and Construction 41 The Schubert Club will contract with and pay JCDA, SOM and such other professionals as the Schubert Club deems necessary and appropriate to design the Bandshell. The construction documents will be submitted to the City's office of License, Inspections and Environmental Protection for plan and permit review. The design process was substantially completed by July 27, 2001. 4.2 The Schubert Club will contract with and pay a general contractor and such other subsystem fabricators and suppliers as it may deem necessary and appropriate to fabricate and erect the Bandshell on the Site. 4.2.1 The fabrication and erection process shall begin about August 1, 2001 and shall proceed in the following stages: 4.2.1.1: Concrete foundation and abutment work will begin about August, 2001 and will be completed by November, 2001. 4.2.1.2: Off-site fabrication of the steel frame and glass cover will begin about September, 2001. 4.2.13: Erection of the steel frame and glass cover will begin thereafter with on-site work scheduled to begin Apri115, 2002 and to be substantially completed by June 30, 2002. 4.3 The Schubert Club proposes to construct the foundation on steel piles on an area of the Site which preliminary investigation has shown may have contaminated soil, believed to be the product of the former Unocal pipeline lease across Raspberry Island. The City and the Schubert Club acknowledge that the determination of disposition of contaminated soils is the province of the State ofMinnesota Pollution Control Agency (MPCA). The City acknowledges the presence of these contaminated soils but is 2 O�-�yS unaware of their extent and the City's a�eement to the Bandshell construction at the Site selected by the Schubert Ciub is conditioned upon receipt of written consent from the MPCA concerning use ofthe selected site, includin� any conditions MPCA intends to impose regazding disposition of said contaminated soils. 4.4 The Schubert Club's general contractor shall coordinate its workwith other contractors hired by the City to perform work at the Site. 4.5 The Schubert Club's general contractor shall inspect all materials upon delivery to Yhe Site and document their condition as acceptable for their specified use, shall reject those materials found to be unacceptable, and shall document the installation and erection of all materials, in addition to its other duties. 4.6 The Schubert Club will assure the timely payment of the contractors, subcontractors and suppliers in the fabrication and erection of the bandshell. 4.7 Except as othenvise specifically stated herein or as agreed to in advance and in writing by the City, all expenses incurred by the Schubert Club in connection with the design, fabrication and erection of the Bandshell will be the responsibility of the Schubert Club. 4.8 The Schubert Club's general contractor will be allowed access to the Site and will be allowed to store materials and job trailers as needed to erect the Bandshell on the Site during the construction process. All such materials and equipment shall be removed from the Site in a prompt and timely manner once the Bandshell has been completed, but in no event later than twenty days after completion of the Bandshell. The Schubert Club shall be responsible at all times during the construction process for securing the Site and ensuring that no public access is allowed. The Schubert Club assumes the risk of any loss or damage to said materials while they are being used and stored at the Site. 5.0 Site Work and Other Support by the City 5.1 The City will be responsible far the completion of the Site work and landscaping azound the Bandshell, and will arrange and pay for the installation of electrical service to the Site for construction purposes, at a specific point adj acent to the Bandshell to be mutually a�eed upon. 5.1.1 The site development and landscaping work will consist of grading, irrigation, seeding and sod placement, construction ofwalkways, driveways, and installation of fences, railings, lighting and landscaping and such other features as the City determines to be appropriate and necessary, and the timing of such work shall be dependent upon the necessary funds being available. 5.1.2 Electrical service to the Site for construction purposes will be requested by the City to be completed not later than April 15, 2002. 3 o �-��ts 5.2. The City will designate a contact person from the Division of Pazks and Recreation to coordinate and facilitate the activities of the City and the Schubert Club 's general contractor. 6.0 Schedule and Acceptance 6.1 The schedule for the Project is attached as Exhibit B. Both parties a�ee to use their best efforts to achieve the target completion dates set out in the schedule. In no event will the failure to secure funding for the site work completion be considered to be an unreasonable delay by the City. 6.2 Llpon completion of the Bandshell, the Schubert Club may request that the City give final written approval of the fabrication and erection process. The City will not unreasonablywithhold approval and will, within thirty business days after the request, either provide such approval or a written statement detailing the reasons for withholding its approval. The Schubert Club or its contractors will promptly remedy any deficiencies identified by the City, and then request a final written approval, which shall not be unreasonably withheld by the City. 63 Upon completion and acceptance by the City, the Schubert Club will provide to the Division of Parks and Recreation an as-built set of drawings for the Bandshell (in reproducible and digital format). 7.0 Warranties, Indemnities and Insurance 7.1 The Schubert Club represents and warrants to the City as follows: 7.1.1 The Schubert Club has all necessary authority to enter into this Agreement, and is not pariy to any pre-existing ab eements which would be the cause of anybreach ofthis Agreement ar render its performance under this Agreement impracticable. 7.1.2 As of the date of this Agreement, the Schubert Club is not awaze of any threatened or pending claims or suits allegin� facts inconsistent with the foregoing representations. 713 To the best of its knowledge and ability, the Schubert Club will cause the Bandshell to be designed, fabricated and erected free of defects in materials and workmanship, and shall cause its contractors to guarantee their work to be such for a period oftwo years from the earlier ofthe date of the acceptance by the City under 6.2 above or 90 days after substantial completion, The warranty period for any component of the Bandshell that is not accepted by the City due to a claim under the warranty shall not begin until the component is completed free of defects. 7.2 The foregoing warranties will not include conditions which arise out of vandalism, criminal acts of third parties or acts of God. � � 1-P4S 73 The City represents and warrants to the Schubert Club as follows: 7.3.1 The City owns the portion of Raspberry Island desi�ated as the Site and controls access to the Site and has full authority to allow the erection of the Bandshell thereon. 73.2 The Bandshell will be called and known as the Schubert Club Bandshell throughout its existence, unless the Schubert Club wishes to rename it. The Schubert Club will give the City reasonable notice of its intent to change the name and the City agrees to use the new name thereafter. 73.3 If requested by the Schubert Club, the City will erect and maintain an acknowled�nent of the names of contributors to the Schubert Club Bandshell, which shall be in a mutually a�eed upon format and location, and consistent with Parks & Recreation Commission policy. 7.3.4 The City is not a party to any pre-existing agreement which would be the cause of any breach of this Agreement or render performance of the City's obligation under this Agreement impracticable. 7.4 The Schubert Club will protect, defend and indemnify the City a�ainst any claims by contractors, subcontractors or material suppliers in the nature of inechanic' s lien claims with respect to the Bandshell. 7.5 The Schubert Club will cause its contractor to carry public liability insurance naming the City as an additional insured during the fabrication and conshuction of the Bandshell. The limits of the insurance shall be in an amount not less than one million ($1,000,000.00)peroccurrence,twomillion($2,000,000.00)aggregate. TheSchubert Club shall furnish a certificate ofits contractor's insurance to the Division ofPazks and Recreation. 8.0 Coordination and Relationship 8.1 The City of Saint Paul, Division of Parks and Recreation, is desigiated to administer this Agreement, and all notices under this Agreement will be given to the Director of Parks and Recreation or his designee. 8.2 The Schubert Club desib ates its President to administer this Agreement, and to receive all notices under this Agreement. 8.3 For the purposes of this Ab eement, the Schubert Ciub will be deemed an independent contractor and not an officer, agent or employee of the City, and its officers, agents, contractors and employees shall not be considered to be officers, agents or employees of the City. 8.4 At its election, the Schubert Club may retain fee title to the Bandshell upon its completion. If the Schubert Club does elect to retain title, either through the Schubert a � -d'�tt Club or through the establishment of a wholly-owned subsidiary entity, the parties shall cause a written amendment to this Agreement to be executed which shall either grant the Club or its subsidiary entity license to place the Bandshell on the Site or will lease the Site or a portion thereof to the Ciub ar its subsidiary entity, and which shall further set forth the responsibilities of each party as to use of the Site, maintenance responsibilities and costs and requirements for insurance and indemnification provisions. 9.0 Term of the Agreement and Termination 91 This Agreement will be for a period of two years from the date first written below. 9.2 Either party may terminate the Agreement for cause in the event the other party fails to cure a material breach of any obligation hereunder within thirty (30) days afrer written notice of such breach. 93 This Agreement may be terminated immediately by the Schubert Club upon written notice to the City in the event the Bandshell erection process is prevented or materially altered in any way by actions or events beyond the control of the Club. 9.4 Upon termination of the Agreement the Schubert Club will promptly arrange for the orderly removal of any materials, construction equipment or the Bandshell itself from the Site, except that the Schubert Club will not be required to remove the pilings or the pile caps from the Site. The cost of removing such materials and equipment shall be the responsibility of the Schubert Club unless the termination of the Agreement is caused by the City's failure to cure a material breach. 10.0 Other provisions 10.1 This Agreement represents the entire understanding of the Parties with respect to fhe fabrication, construction and erection of the Bandshell and the Site work and landscaping to be done by the City. Any prior oral or written commitments, contracts and understandings with respect to the subject matter hereof shall be void. The recitals contained in Paragraph 2 of this Agreement aze incorporated herein by reference. 10.2 This Agreement may not be assigned by one party without the express written consent of the other party. 103 This A�eement may be amended only by an instrument in writing, executed by all parties hereto. 10.4 This Agreement shall be construed in accordance with the laws of the State of Minnesota. Any action to enforce the obligations created by this Agreement will be venued in the Ramsey County District Court. a � -��s' IN WITNBSS WHEREOF, partieshereto have executedtYris Agreement onthe date indicatedbelow. CTTY OF SAINT PAUL SCHUSERT CLUB Date Mayor Director of Parks & Recreation Finance Department President Approved as to Form