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HomeMy WebLinkAbout#18 Manzara Nature CenterSTAFF REPORT DATE: April 18, 2017 REGULAR ITEM #: 18 MOTION AGENDA ITEM: Sally Manzara Interpretive Nature Center SUBMITTED BY: Kristina Handt, City Administrator BACKGROUND: The City has been working with Tony Manzara and the Friends of Lake Elmo’s Sunfish Lake Park since 2015 regarding his desire to build the Sally Manzara Nature Center at Sunfish Lake Park. This has included presentations to the City Council, Planning Commission and Parks Commission and multiple meetings with staff. ISSUE BEFORE COUNCIL: Should the Council approve the Sally Manzara Interpretive Nature Center Development, Lease, License and Operating Agreement? PROPOSAL DETAILS/ANALYSIS: A copy of the agreement recommended by the Parks Commission and reviewed by Council at the April work session is included in your packet. As discussed, Exhibit B has been updated with the new building plan Tony referenced at the work session. A full packet of details is also attached. The agreement includes provisions related to the lease of approximately one acre south of the parking lot at Sunfish Lake Park. This includes a deadline of three years from the date of the agreement for the construction to be complete. The Friends must deposit funds equal to the total of the selected contractors’ bids for the construction of the building into an escrow held by the City at the time of building permit issuance. The City will retain $20,000 in the escrow for future breaches or removal of the building. Article 2 covers the Friends’ responsibilities and the City’s responsibilities. The Friends will operate and manage the nature center, make a variety of programs available, hire employees and contractors and abide by the terms of the Land Trust Conservation easement. The City will have one voting member on the Board of Directors. The City will help with promotion and cooperate with any other approvals or grant applications. Article 3 addresses financial items such as the Friends providing a copy of their budget to the City and a detailed disclosure of its financial resources. Fully audited statements would be provided every third year unless annual revenues exceed $100,000. Article 4 covers the lease of the building site, use of property, storage of hazardous substances, repair and maintenance responsibilities, sub-letting and utilities. The Friends would be able to place cameras as long as it is consistent with the camera protocol policy yet to be adopted by the Council. The City would be able to use the building for functions provided it does not conflict with a Friends program. Insurance and liability issues are covered in Article 5. Article 6 covers general provisions including termination of the agreement. If the Friends breach the agreement, the City gives them 60 days’ notice to cure the breach. If not cured, the City can either cure the breach and reimburse the cost from the $20,000 escrow provided by the Friends or terminate the agreement. If the agreement is terminated by the City, an appraisal will be done on the building and upon payment of the appraised value of the building to the Friends, the building would become City property. If the Friends decide to terminate the agreement, the building may be donated or removed. The name will remain as long as the building is used as an interpretive center. If the use changes, the name may be changed. FISCAL IMPACT: The Friends of Lake Elmo’s Sunfish Lake Park would be responsible for the cost of constructing and maintaining the building. They would provide the City with an escrow in the amount of the bids to ensure the building is completed. The Friends would also be responsible for the cost of installing a septic system or other approved wastewater treatment system. If municipal sewer is extended to the property in the future, it is understood the building would be required to connect but the City and Friends would discuss how the assessment and connection charges would be allocated at that time. City costs would be limited to staff time for promotion of Friends programs, assistance with grant applications or other governmental agency approvals. Additionally, the City would bear the cost to repair any damage to the building occurring as a result of City-organized use of the building. The City would continue to be responsible for the maintenance of the access road, parking lot, and all trails. OPTIONS: 1) Approve the Sally Manzara Nature Center Development, Lease, License and Operating Agreement. 2) Amend and then approve the Sally Manzara Nature Center Development, Lease, License and Operating Agreement. 3) Do not approve the Sally Manzara Nature Center Development, Lease, License and Operating Agreement. RECOMMENDATION: Motion to approve the Sally Manzara Nature Center Development, Lease, License and Operating Agreement. ATTACHMENTS: • Sally Manzara Nature Center Development, Lease, License and Operating Agreement • Roger Tomten SUNFISH NATURE CENTER 040117 update • Letters of Support 478599v3 SJS LA515-12 1 SALLY MANZARA INTERPRETIVE NATURE CENTER DEVELOPMENT, LEASE, LICENSE AND OPERATING AGREEMENT This Development, Lease, License and Operating Agreement (this “Agreement) is entered into effective as of this _______ day of _______________, 2017 (the “Effective Date”) by and between the City of Lake Elmo, a Minnesota municipal corporation (the “City”) and the Friends of Lake Elmo’s Sunfish Lake Park, a Minnesota non-profit corporation (the “Friends”). RECITALS WITNESSETH: WHEREAS, the City is the owner of Sunfish Lake Park, which is legally described on the attached Exhibit A (the “Property”); and WHEREAS, the Property consist of approximately 284 acres of woodlands, wetlands and prairie wildlife habitats and trails for cross country skiing and hiking; and WHEREAS, the Friends would like to construct and operate an interpretive nature center building on a portion of the Property for the use and benefit of the Lake Elmo community in accordance with the preliminary plans attached hereto as Exhibit B (the “Nature Center Building”); and WHEREAS, the Property is subject to a conservation easement held by the Minnesota Land Trust (the “Land Trust”) that limits the amount of development that may occur on the Property; and WHEREAS, the City has received confirmation from the Land Trust that use of the Property for a nature center does not conflict with the terms of the Land Trust’s conservation easement over the Property; and WHEREAS, the City is willing to lease a portion of the Property to the Friends in order to allow it to construct, maintain and operate the Nature Center Building; and WHEREAS, the Friends would also like to use the existing facilities of the Property in conjunction with its operation of the Nature Center Building; and WHEREAS, the City is willing to grant a license to the Friends that will allow the Friends to use the existing facilities on the Property in conjunction with the Friends’ operation of the Nature Center Building; and NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 478599v3 SJS LA515-12 2 ARTICLE I LEASE OF PROPERTY AND CONSTRUCTION OF THE NATURE CENTER BUILDING 1. Lease of the Building Site and Approval of Nature Center Building Plans. The City hereby leases the portion of the Property that is depicted and described on the attached Exhibit C to the Friends (the “Building Site”). The Friends shall be responsible for constructing the Nature Center Building on the Building Site at its expense. The Friends shall also be responsible for bringing electric and water service to the Nature Center Building including any acquisition costs associated with easements for any utility easements that are needed. The Friends shall also be responsible for the cost of installing a septic or other approved waste treatment system to serve the Nature Center Building. Prior to commencing construction of the Nature Center Building or any other improvements on the Building Site, the Friends must receive any and all approvals, and building permits required by the City and any other governmental agency, including, but not limited to, approval by the Land Trust and by the City Council of the final plans and specifications for the Nature Center Building (the “Approved Plans”). The Friends shall pay for the building permit for the Nature Center Building and the costs of all other approvals and permits that are needed. 2. Construction of the Building. The Friends shall construct and install the Nature Center Building in accordance with the Approved Plans with a contractor acceptable to the Friends and the City. The Friends shall construct the Nature Center Building at its sole cost and expense, in a good and workmanlike manner, and in accordance with all applicable laws, codes, ordinances, and regulations. Any significant changes in the Approved Plans must be submitted to the Land Trust and the City for approval. Other than the Nature Center Building, the Friends shall make no other alterations or improvements to the Property without the prior written consent of the City. Prior to issuance of a certificate of occupancy for the Nature Center Building, the Friends shall clean up and remove all construction debris and trash from the Building Site and the Property. For purposes of this Agreement, Anthony P. Manzara (familiarly known as “Tony”) shall be the Friends’ representative with respect to the Nature Center Building construction or any other work to be performed on behalf of the Friends on the Property. The Nature Center Building must be completed no later than three years from the date of this Agreement. 3. Escrow. In order to ensure that the Nature Center Building is completed, the Friends must deposit funds equal to the total of the selected contractors’ bids for the construction of the Nature Center Building according to the Approved Plans into an escrow account held by the City at the time of building permit issuance. After each contractor’s invoice for a progress payment or final payment is received, the Friends will submit to the City a request for release of that amount, and the City will release the money to the Friends within 30 calendar days of the date of the Friends’ request. Upon issuance of the certificate of occupancy for the Nature Center Building by the City’s Building Department, any residual funds in said escrow account over $20,000 will be released to the Friends. If the account balance does not exceed $20,000 at this point, the Friends must replenish it to this level for the purposes described in Article VI, paragraph 1 of this Agreement. 478599v3 SJS LA515-12 3 In the event that the Nature Center Building is not complete within three years from the date of this Agreement, the City shall provide the Friends with written notice of the outstanding items to be completed. If the items are not completed within 60 days of the date of the notice, the City may either complete the items and reimburse itself for the costs associated with the completion from the escrow account or demolish the Nature Center Building and reimburse itself for the costs associated with the demolition from the escrow account. ARTICLE II NATURE CENTER OPERATIONS 1. Friends’ Responsibilities. a. The Friends shall manage and operate the Nature Center Building as an interpretive nature center in accordance with its mission statement which is attached to this Agreement as Exhibit D. The Friends shall prepare a five-year maintenance and management plan for the Nature Center that shall be provided to the City at the time the budget and financial disclosures set forth in Article III of this Agreement are provided. The Friends will maintain the Nature Center Building in a structurally sound, safe, clean, and attractive manner, and in accordance with applicable regulations, as a condition of the lease. If such maintenance is not done, the City may give the Friends 90 days’ notice to correct the problem, unless seasonal conditions require a longer correction time. b. The Friends must make available to the public a variety of programs at the Nature Center Building for the education and enjoyment of people of all ages. The Friends may determine the type, frequency, and content of all of its programs. c. The Friends shall be responsible for hiring employees and contractors and recruiting volunteers to administer and support its programs at the Nature Center Building and to maintain the Nature Center Building. The Friends shall be responsible for compensating its employees and contractors and paying for any employee benefits. d. The Friends shall include one member that is appointed by the City Council as a voting member on its Board of Directors. The City Council is responsible for selecting the person who is to serve on the Friends’ Board of Directors. e. In conducting its operations, the Friends shall abide by the terms of the Land Trust conservation easement that applies to the Property and all state and federal laws and regulations and City ordinances. The Friends may recommend to the City Council the adoption of rules and regulations, as shall be deemed appropriate, prescribing the use of the Nature Center Building, the Property and the conduct of persons upon the premises. Rules and regulations pertaining to the Nature Center Building and the Property which have been adopted by resolution of the City Council shall have the force of law. All duly adopted rules 478599v3 SJS LA515-12 4 and regulations governing the use of the Nature Center Building and the Property shall be conspicuously posted by the Friends on the premises. 2. City’s Responsibilities. a. The Nature Center Building shall be officially named the “Sally Manzara Interpretive Nature Center” and the City shall refer to it as such, unless the name is changed in accordance with the provisions of Article VI, paragraph 1 of this Agreement. b. The City will promote the Friends’ activities and events at the Nature Center Building and the Property through publishing articles in the City publications and placing these activities and events on the City event calendar and web site. c. The City will cooperate with the Friends with respect to any approvals by other government agencies or other entities needed by the Friends in order to operate a Nature Center on the Property. The City will also cooperate with the Friends with respect to the Friends’ applications for grant funding for the Nature Center. With respect to both activities, the Friends shall be responsible for preparing any application that needs to be submitted and the City will assist by signing the application, if necessary and providing any supporting information that it may have available. ARTICLE III FINANCIAL 1. Budget. The Friends agree to operate the Nature Center Building within a balanced budget plan. The Friends shall take all actions necessary to assure that its annual operating expenditures do not exceed annual operating revenues. The Friends must provide the City with financial status reports as required by the City. By December 31st of each year and consistent with the City’s budget cycle, the Friends must provide the City with any revised budget projections detailing any actions required to assure a balanced budget. The Friends shall submit an annual operating budget to the City by September 30th for the upcoming fiscal year. 2. Financial Disclosures. The Friends agree to provide the City with a detailed disclosure of its financial resources in conjunction with its financial status reports on an annual basis and a fully audited statement by an independent certified public accountant every third year, unless the Friends’ annual revenues exceed $100,000 in which case, a fully audited statement shall be provided to the City each year the revenues exceed $100,000. The City also has the right to request that the Friends provide additional audits of the Friends’ investments, receivables and payables so as to allow the City to verify the accuracy of the Friends’ financial status reports. Such additional audits will be at the sole cost of the City. The City shall have the right to examine the Friends’ books and financial records at any time upon making a written request. 3. Tax Exempt Status. The Friends covenant and agree that the Nature Center Building is, and shall remain for the duration of this Agreement, exempt from all ad valorem and other real 478599v3 SJS LA515-12 5 estate taxes. The Friends shall indemnify and defend the City from and against any and all liability, including, without limitation, attorneys’ fees and expenses, in the event of any loss by the Nature Center Building of its tax exempt status in the year of termination of this Agreement and year after termination. ARTICLE IV LEASE OF NATURE CENTER BUILDING SITE AND LICENSE TO USE PROPERTY 1. Lease of Nature Center Building Site. The City hereby exclusively leases the Nature Center Building Site to the Friends. Monthly rent shall be $1.00 and shall be payable on the first day of each month or in advance. 2. License to Use Property. The City hereby grants the Friends a non-exclusive license to use the remainder of the Property for nature center activities, including, but not limited to, self- guided or naturalist-guided nature walks, cross-country skiing, hiking and sledding. With the City’s permission, the Friends may place features or equipment on the Property that are related to the use of the Property as a nature center. Any cameras placed in the park for programming purposes by the Friends must be approved by City staff and consistent with any camera protocol procedure or policy adopted by the City. 3. Use of the Nature Center Building Site and the Property. The Friends shall use the Nature Center Building Site and the Property for nature center uses and for no other uses whatsoever. The Friends agree that throughout the term of this Agreement, it shall not use the Nature Center Building Site or the Property for the storage, handling, transportation or disposal of any Hazardous Substances. “Hazardous Substances” for purposes of this Agreement shall be interpreted broadly to include, but not be limited to, any material or substance that is defined, regulated or classified under any Environmental Law of other applicable federal, state or local laws and the regulations promulgated thereunder as: (i) a “hazardous substance” pursuant to section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601(14), the Federal Water Pollution Control Act, 33 U.S.C. §1321(14), as now or hereafter amended; (ii) a “hazardous waste” pursuant to Section 1004 or Section 3001 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6903(5), 6921, as now or hereafter amended; (iii) toxic pollutant under section 307(a)(1) of the Federal Water Pollution Control Act, 33 U.S.C. §1317(a)(1) as now or hereafter amended; (iv) a “hazardous air pollutant” under Section 112 of the Clean Air Act, 42 U.S.C. §7412(a)(6), as now or hereafter amended; (v) a “hazardous material” under the Hazardous Materials Transportation Uniform Safety Act of 1990, 49 U.S.C. §5102(2), as now or hereafter amended; (vi) toxic or hazardous pursuant to regulations promulgated now or hereafter under the aforementioned laws or any state or local counterpart to any of the aforementioned laws; or (vii) presenting a risk to human health or the environment under other applicable federal, state or local laws, ordinances or regulations, as now or as may be passed or promulgated in the future. “Hazardous Substances” shall also mean any substance that after release into the environment or upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer or genetic abnormalities and specifically includes, but is not limited to, asbestos, polychlorinated biphenyls (“PCBs”), radioactive materials, including radon and naturally occurring radio nuclides, natural 478599v3 SJS LA515-12 6 gas, natural gas liquids, liquefied natural gas, synthetic gas, oil, petroleum and petroleum-based derivatives and urea formaldehyde. However, this paragraph will not be interpreted as forbidding the proper storage by the Friends of reasonable amounts of hazardous substances commonly used in the operation of a nature center, such as fuels (e.g. gasoline, diesel fuel or propane), equipment and vehicle maintenance fluids (e.g. anti-freezes, lubricants, engine cleaners), materials used for coating structures or furniture (e.g. paints, varnishes), and materials used for craft work or specimen preservation (e.g. epoxies, urethanes, acrylic monomers, or formalin). The storage and disposal of these substances must be in compliance with all local, state and federal regulations and requirements and any licenses or permits must be obtained, if required. 4. City Use of Nature Center Building. The Friends shall provide the City with free use of the Nature Center Building Site for public purposes, provided that the City’s use does not conflict with a previously scheduled Friends’ program. At City expense, the City agrees to repair any damage to the Nature Center Building, its furnishings, exhibits, or utilities, and clean up any detritus left behind by any such City-organized use of the Nature Center Building. 5. City’s Repair and Maintenance Responsibilities. The City agrees to maintain in good condition and repair and replace, if necessary, at its expense and without reimbursement or contribution by the Friends, the following facilities on the Property: (a) the access road; (b) the parking lot; and (c) all cross country skiing and hiking trails. The City will also plow the access road and the parking lot on the Property on a regular basis. All repairs and maintenance by the City will occur with reasonable promptness and without unreasonable interference with, or disturbance of, the use and enjoyment of the Nature Center Building Site by the Friends and its invitees. 6. The Friends’ Repair and Maintenance Responsibilities. The Friends agree to maintain in good condition and repair and replace, if necessary, at its expense and without reimbursement or contribution by the City, the Nature Center Building and the Nature Center Building Site and all other improvements installed by the Friends on the Property, including, but not limited to, any landscaping, personal property, furnishings, fixtures and equipment including, but not limited to the following: (a) restrooms; (b) signs; (c) kiosks; (d) decks/porches/patios; and (e) water fountains. 7. Covenant of Title and Quiet Enjoyment. The City represents and warrants that: (a) it has the full right, power, and authority to lease the Nature Center Building Site to the Friends; (b) that with the exception of the easement held by the Land Trust, no restrictive covenant, easement, lease, sublease, or other written agreement restricts, prohibits, or otherwise affects the City’s rights set forth in this Agreement, including, without limitation, construction, permitted use or ingress and egress to and from the Nature Center Building Site; and (c) the Friends upon performance of the covenants hereunder, shall and may peaceably and quietly have, hold and enjoy the Nature Center Building Site during the term of this Agreement. Additionally, the City will take no action that will interfere with the Friends’ intended use of the Nature Center Building Site or ingress or egress to the Nature Center Building Site. 478599v3 SJS LA515-12 7 8. Alterations. With the exception of the construction of the Nature Center Building, the Friends shall not make any major alterations, improvements, or additions to the Nature Center Building Site or the Property without the prior written approval of the City. A “major alteration, improvement or addition” is any alteration, improvement, or addition to the Nature Center Building: (a) which is structural in nature; (b) which would materially change the Nature Center Building exterior appearance; (c) which would materially change or affect the electrical, mechanical, heating, ventilating and air conditioning or utilities systems or routing servicing of the Nature Center Building; or (d) which is estimated in good faith to cost in excess of $10,000. All alterations, improvements or additions shall be performed by the Friends, at no cost or expense to the City. 9. Sub-Letting. The Friends shall not sublet any portion of the Nature Center Building Site. 10. Utilities and Services. The Friends shall be responsible for paying all charges for all utilities for the Nature Center Building Site, including, but not limited to, water, septic system, electricity, natural gas or propane, telephone, Internet, cable/satellite television and garbage and refuse removal. The Property is currently not served by the City’s sanitary sewer system. In the event that sanitary sewer service becomes available, the Friends understand that the Nature Center Building will be required to connect. The City and the Friends will determine at that time how the assessment and the connection charges should allocated between them. 11. Surrender. Upon termination of this Agreement, the Friends shall remove all debris and personal property of, or created by the Friends. ARTICLE V INSURANCE AND LIABILITY 1. Indemnification. The Friends shall hold the City and the Land Trust harmless from and indemnify and defend the City and the Land Trust against any claim or liability arising in any manner from the Friends’ use, improvement, and occupancy of the Nature Center Building Site and the Property, or relating to the death or bodily injury to any person or damage to any personal property present on or located in the Nature Center Building or on the Nature Center Building Site and Property at the Friends’ invitation or sufferance. 2. Personal Property. The Friends shall be responsible for any personal property that it keeps at the Nature Center Building Site and the Property. The Friends agree to hold the City harmless from any and all loss or damage to its personal property, except in the case of loss or damage incurred during the City’s use of the Nature Center Building or the Property. 3. Insurance. a. Insurance to be Maintained by the Friends. The Friends shall be responsible for obtaining and maintaining public liability insurance providing coverage against claims for bodily injury, death and personal property damage occurring at the Nature Center Building Site and the Property as a result of its operation of the Nature Center Building. Coverage shall be maintained at a minimum of 478599v3 SJS LA515-12 8 $1,500,000 each occurrence. The Friends shall also maintain property damage insurance for the Nature Center Building. The Friends shall name the City as an additional insured. A certificate of insurance shall be provided to the City on an annual basis. Such policy or policies shall provide that 30 days written notice must be given to the City prior to cancellation thereof. The Friends shall furnish evidence satisfactory to the City at the time this Agreement is executed that such coverage is in full force and effect. The Friends shall also maintain workers’ compensation insurance for its employees. b. Insurance to be Maintained by the City. The City shall be responsible for obtaining and maintaining property and general liability insurance for the Property, with the exception of the Nature Center Building. c. Subrogation. The Friends and the City release each other from any and all liability which they might have against the other or any one claiming through or under them by way of subrogation or otherwise, resulting from the occurrence of any accidents or casualty or loss covered by insurance being carried by the damaged party at the time of such occurrence. 4. Waiver. Nothing in this Agreement shall be deemed to be a waiver by the City or its elected officials of any limitations on or immunities from liability set forth in Minnesota Statutes, Chapter 466 or to which the City or its officials, employees, agents and representatives are otherwise entitled. 5. Independent Contractor Status. All services provided by the Friends and its officers, employees, volunteers and agents pursuant to this Agreement shall be provided by such persons as an employee of the Friends, volunteer of the Friends or as an independent contractor and not as an employee or volunteer of the City for any purpose. The Friends shall be responsible for the following with respect to its employees, including, but not limited to: (a) income tax withholding; (b) workers’ compensation; (c) unemployment compensation; (d) FICA taxes; and (e) benefits. ARTICLE VI GENERAL PROVISIONS 1. Termination. In the event that the Friends are in breach of any of the terms of this Agreement, the City shall provide the Friends with written notice of the breach and provide the Friends with at least 60 days of the date of the notice to cure the breach. In the event that the Friends do not cure the breach, the City may cure the breach and reimburse itself for its costs to cure the breach from the escrow account. In the event that the City opts to cure the breach and reimburses itself for its costs from the escrow account, the Friends shall replenish the escrow account so that the balance is at least $20,000. If the breach is a material breach, the City may terminate this Agreement and at its option either use the escrow fund to demolish the Nature Center Building, or choose to keep and use the Nature Center Building. In the latter case, the Friends shall surrender the Nature Center Building 478599v3 SJS LA515-12 9 and Nature Center Building Site to the City upon payment of the Appraised Value of the Nature Center Building. The “Appraised Value” shall be determined as follows: The City shall select and pay for a licensed appraiser to provide an appraisal of the Nature Center Building and the value of the Nature Center Building as determined by the appraiser shall be the “Appraised Value.” If the Friends are not in agreement with the amount of the Appraised Value as determined by the City’s appraiser, the Friends may obtain an appraisal at the Friends’ expense. In that event, the Appraised Value of the Nature Center Building shall be determined by averaging the appraised value amounts set forth in the City appraisal and the Friends’ appraisal. Upon payment of the “Appraised Value” by the City, the Nature Center Building shall become the property of the City. In the event that the Friends are unable to continue the operation and maintenance of the Nature Center Building, the Friends may terminate this Agreement. The Friends shall provide the City with written notice of the termination at least 60 days prior to the effective date of termination. The Friends may choose to donate the Nature Center Building to the City, provided that the City is willing to accept it or remove it. If the City will not accept the Nature Center Building, the Friends must remove it. In the event that the Friends remove the Nature Center Building, the Friends must remove all debris and restore the Property to its original condition. 2. Building Name. If the Friends donate the Nature Center Building to the City, the City may change the name of the building if the City converts the building to another use. If the Nature Center Building continues to be used as a nature center by the City, it shall continue to be known and referred to as the “Sally Manzara Interpretive Nature Center.” 3. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the City and the Friends and there are no other agreements, either oral or written, between the parties. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the City or the Friends unless reduced to writing and executed in the same form and manner in which this Agreement is executed. 4. Data Practices Compliance. Data provided to the Friends under this Agreement shall be administered in accordance with Minnesota Statutes Chapter 13 and all data on individuals shall be maintained in accordance with statutory guidelines. 5. Severability. The provisions of this Agreement are expressly severable, and the unenforceability of any provision or provisions hereof shall not affect or impair the enforceability of any other provision or provisions. 6. Notices. Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by United States Mail or delivered personally to: 478599v3 SJS LA515-12 10 (a) The Friends of Lake Elmo’s Sunfish Lake Park 5050 Kirkwood Avenue North Lake Elmo, MN 55042 Attn: Anthony P. Manzara (b) City of Lake Elmo 3800 Laverne Avenue North Lake Elmo, MN 55042 Attn: City Administrator or to such other address as either party may notify the other of pursuant to this paragraph. 7. Recitals. The Recitals set forth in the preamble to this Agreement are incorporated into the Agreement by reference. 8. Assignment. The Friends may not assign its interests and responsibilities under this Agreement to any other party without obtaining the prior written consent of the City. 9. Choice of Law. This Agreement shall be interpreted in accordance with the laws of the State of Minnesota. Any dispute arising out of this Agreement will be venued in Washington County, Minnesota. 478599v3 SJS LA515-12 11 IN WITNESS WHEREOF, the City and the Friends have executed this Agreement the day and year first above written. CITY OF LAKE ELMO By: ______________________________ Mike Pearson Its: Mayor By: ______________________________ Julie Johnson Its: City Clerk FRIENDS OF LAKE ELMO’S SUNFISH LAKE PARK By: ________________________________ Its: ________________________________ 478599v3 SJS LA515-12 12 EXHIBIT A Legal Description of the Property 478599v7 SJS LA515-12 13 478599v7 SJS LA515-12 14 478599v7 SJS LA515-12 15 EXHIBIT B Preliminary Plans for the Nature Center The image reproduced here represents a more complete preliminary plan contained in the accompanying document “Roger Tomten SUNFISH NATURE CENTER 040117 update” 478599v7 SJS LA515-12 16 EXHIBIT C Description of Nature Center Building Site The Nature Center Building Site is defined as one acre (a square plot approximately 207 feet on a side) oriented with the edges north-south and east-west, with its eastern side centered on the existing fire hydrant which is located just west of the Sunfish Lake Park south entrance drive just before it turns into the parking lot, and its northern side centered on the southernmost of the boulders which form the southern boundary of the existing parking lot. 478599v7 SJS LA515-12 17 EXHIBIT D Mission Statement The Sally Manzara Interpretive Nature Center – • Stands as a symbol of the Stewardship of our community for its natural surroundings and heritage • Serves as a focus of community activities related to outdoor life • Provides a place where people of all ages can learn about the unique natural history and ongoing ecology of Sunfish Lake Park • Teaches general environmental awareness via specific local examples • Honors the agricultural heritage of Lake Elmo DATE: 11x17 FULL SIZE SHEETTOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA SOUTH EAST PERSPECTIVE NO SCALE 1 1 1 OF 9 3 APRIL 2017 2DATE: 11x17 FULL SIZE SHEETTOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA ROOF PLAN 1/8” = 1’-0” 1 2 OF 9 N SOLAR PANELS 3 APRIL 2017 3DATE: 11x17 FULL SIZE SHEETTOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA MEZZANINE PLAN 1/8” = 1’-0” 1 3 OF 9 N MEZZANINE OPEN TO BELOW DN OFFICE 3 APRIL 2017 4DATE: 11x17 FULL SIZE SHEETTOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA LOWER LEVEL FLOOR PLAN 1/8” = 1’-0” 1 4 OF 9 N M. W. MECH GIFT SHOP CLASS ROOM DISPLAY AREA DF VESTIBULE UP 38 ' 0 " 60' 0" 3 APRIL 2017 WEST ELEVATION 1/8” = 1’-0” 2 5 SOUTH ELEVATION 1/8” = 1’-0” 1 5 5DATE: 11x17 FULL SIZE SHEETTOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA OF 9 SOLAR PANELS 3 APRIL 2017 EAST ELEVATION 1/8” = 1’-0” 2 6 NORTH ELEVATION 1/8” = 1’-0” 1 6 6DATE: 11x17 FULL SIZE SHEETTOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA OF 9 3 APRIL 2017 EAST ELEVATION 1/8” = 1’-0” 1 7 7DATE: 11x17 FULL SIZE SHEETTOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA OF 9 3 APRIL 2017 DATE: 11x17 FULL SIZE SHEETTOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA NORTH EAST PERSPECTIVE NO SCALE 1 8 8 OF 9 3 APRIL 2017 DATE: 11x17 FULL SIZE SHEET OF 9 TOMTEN ENVIRONMENTAL ROGER TOMTEN 6 5 1 . 3 0 3 . 3 2 7 5 rogertomten@comcast.net 333 N MAIN ST, #201 STILLWATER, MN 55082 DESIGN P R E L I M I N A R Y D E S I G N F O R T H E : SALLY MANZARA INTERPRETIVE NATURE CENTER SUNFISH LAKE PARK, LAKE ELMO, MINNESOTA NORTH EAST PERSPECTIVE NO SCALE 1 9 93 APRIL 2017