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HomeMy WebLinkAbout93-82 - ADMIN Resolution - City Council - 1993/06/21RESOLUTION NO. 93-82 * RESOLUTION APPROVING ACCESS AGREEMENT BETWEEN THE CITY OF ST. LOUIS PARK, THE CITY OF ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY, MEDCENTER, INC., PARK NICOLLET MEDICAL CENTER AND PNMC HOLDINGS, INC. FOR A GROUNDWATER WELL ON CITY PROPERTY. WHEREAS, the City Council of the City of St. Louis Park is the official governing body of the City and functions as its local Board of Health; and WHEREAS, the City Council is committed to promote, support and maintain the health of the entire community at the highest level; and WHEREAS, the City of St. Louis Park has entered a re -development agreement which requires MedCenter, Inc., Park Nicollet Medical Center and PNMC Holdings, to implement a remedial action plan which includes investigation of the St. Peter Aquifer; and WHEREAS, the remedial action plan approved by the Minnesota Pollution Control Agency requires placement of an investigation well on City property; and WHEREAS, the Well Access Agreement, was signed by the Mayor and the Vice - President of the Economic Development Authority on May 24, 1993, and since that time MedCenter, Inc., Park Nicollet Medical Center, and PNMC Holdings, Inc. have requested an • addendum to the Agreement in order to satisfy the Minnesota Department of Health, and this addendum must be approved by resolution of the City Council and the Agreement must be signed by the Mayor; and 629/22002107 6/21/93 *Attachedicontract No. 3028) page 2 RESOLUTION NO. 93-82 THEREFORE, BE IT RESOLVED, by the City Council of St. Louis Park to approve this resolution and ratify the Well Access Agreement signed on May 24, 1993 and authorize the Mayor to execute the proposed addendum relating to the implementation of the St. Peter Aquifer Investigation. Attest: 49,40e44 City Ce Adopted by the City Council June 21, 1993 1, ,i,44-,) Revie ed for administration: Approved as to form and execution: 62922002107 6/21/93 City Attorney 1 CONTRACT NO. 3028 (RESOLUTION 93-82) AMENDMENT 1 TO ACCESS AGREEMENT This Amendment to the Access Agreement dated May 24, 1993 is made this 21st day of June, 1993, by and among the parties whose authorized representatives have executed it. WHEREAS, MedCenter has applied for a well permit from the Minnesota Department of Health ("DOH") to drill the St. Peter Well. WHEREAS, DOH will not issue any permits to MedCenter and Redevelopers for wells on the Property without an explicit 111 undertaking by MedCenter and Redevelopers to obtain annual maintenance permits and seal any sells they install. WHEREAS, DOH does not consider MedCenter and Redevelopers explicit undertaking to be solely and fully responsible for implementing the well installation, well monitoring, sampling and sealing activities in compliance with applicable laws and regulations to satisfy DOH requirements. THEREFORE, the Access Agreement of May 24, 1993 is hereby amended to insert the following language at the end of the Section 2 entitled License: MedCenter's and Redevelopers' express undertaking to be solely and fully responsible for implementing the licensed activities in compliance with applicable laws and regulations shall include responsibility for obtaining any necessary annual maintenance permits and sealing any well(s) drilled on the Property and the City and Economic Development Authority are hereby excused from such responsibilities. MEDCENTER, INC. THE CITY OF ST. LOUIS PARK By By Joseph W. Mitlyng Its Vice President Its By THE CITY OF ST. LOUIS PARK Charles L. Jacobson ECONOMIC DEVELOPMENT AUTHORITY Its President By Its PARK NICOLLET MEDICAL CENTER PNMC HOLDINGS, INC. By By Charles L. Jacobson Charles L. Jacobson Its President Its President and Secretary By By Joseph W. Mitlyng Joseph W. Mitlyng Its Executive Vice Its Vice President and President Treasurer 5675v 1 i a r ACCESS AGREEMENT z z x In consideration of the mutual premises, the parties agree as follows: 1. Parties. This Agreement is entered into between the City of St. Louis Park ("City"), the St. Louis Park Economic Development Authority ("Authority"), MedCenter, Inc. ("MedCenter"), Park Nicollet Medical Center ("PNMC") and PNMC Holdings, Inc. ("Holdings"). PNMC and Holdings are hereinafter collectively referred to as "Redevelopers." 2. License. Subject to the provisions of this Agreement, the City grants access to MedCenter and the Redevelopers and their agents, employees, representatives, consultants, contractors, and subcontractors (collectively "Representatives") to enter the property lying generally east of the Old Belt line Dump, in an area generally depicted in the St. Peter Aquifer Investigation Work Plan, Barr Engineering, Revised February 1992, Figure 1, shaded area ("Property"), for a period of two 11111/ years from the date of this Agreement to install a monitoring well in the St. Peter aquifer and to perform groundwater sampling and monitoring activities in the St. Peter aquifer. In addition, subject to the provisions of this Agreement, the City grants access to MedCenter and the Redevelopers and their Representatives to enter the property known as The Tower Place lying generally southwest of the Old Beltline Dump (and also referred to as the "Property") for a period of two years from the date of this agreement to install, sample from, and monitor pumping well(s) monitoring wells, and temporary pzieometer wells in the superior outwash aquifer, all in accordance with the MPCA-approved response action plan for the Old Beltline Dump. MedCenter and the Redevelopers shall be solely and fully responsible for implementing such activities in compliance with applicable laws, regulations, codes, ordinances, and orders. MedCenter and the Redevelopers shall, within ten (10) days after completion of such activities, restore the City's property to substantially the same condition as before the conduct of such activities except that they may leave the new monitoring well in place until MPCA authorizes it to be sealed. 3. Notice and Procedures. The party requesting access hall give the City advance notice in writing of the date, time, nd purpose of entry. Notice will be adequately given if by 1 letter, telecopy, or hand -delivered memorandum which is delivered to or received by the City at least 48 hours in advance of the proposed activity. 4. Samples. A party obtaining samples on the Property will specifically inform the other parties in advance of the activities involving sampling to be conducted at the Property and allow the other parties to split samples, provided (i) that verbal notice giving the location, time, and general nature of the activity at least twenty-four hours in advance of the activity shall be sufficient notice; and (ii) that the splitting of samples and their analyses will be at the expense of the respective parties. 5. Test Results. The party taking samples shall, provide the other parties with copies of all field notes, preliminary data and final test data generated by the activities undertaken pursuant to this Agreement. Such copies shall be provided to the other party within 15 days of the creation or generation of the information. 6. Insurance. Redevelopers and their representatives shall obtain and maintain, for the duration of activities undertaken on the City's property pursuant to this Agreement, comprehensive general liability insurance covering such activities with limits of not less than $1,000,000 combined single limit for personal injury, bodily injury or death or property damage for any one occurrence. The Redevelopers' and their representatives' policies shall name the City of St. Louis Park and MedCenter as named insureds. Reasonable evidence of such insurance shall be provided with any Notice given or required under this Agreement. 7. Indemnification. The Redevelopers and MedCenter agree to defend, indemnify, and hold harmless the City and the Authority and their respective governing body members, officers, agents, attorneys, and employees (hereinafter collectively "Indemnified Parties") against any claim of loss or damage to property or any injury to or death of any person resulting in whole or in part from any act or omission of MedCenter or the Redevelopers, or their Representatives, in connection with the activities undertaken by MedCenter or the Redevelopers pursuant to this agreement. In addition, the Redevelopers and MedCenter agree to defend, indemnify, and hold harmless the Indemnified Parties against any claim that the activities undertaken by MedCenter or the Redevelopers pursuant to this agreement caused, contributed to, aggravated, or otherwise resulted in any release of hazardous substances, pollutants, or contaminants and from any claim for damages, remedial action, costs or penalties, resulting therefrom. -2- 8. Modification. The provisions of this Agreement may only be modified by a written instrument signed by the parties. 9. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns, provided, however, that neither this Agreement nor any interest herein can be assigned by either party without the prior written consent of the other party. 10. Renewal. The parties contemplate that ongoing monitoring requirements may necessitate renewal of the provisions of this Agreement. This Agreement may be renewed by a written agreement signed by the parties hereto. 11. Governing Law. To the extent permitted by law, this Agreement shall be governed by the laws of Minnesota. 12. Entire Agreement. This Agreement sets forth the entire agreement between the City, the Authority, and Redevelopers with respect to conditions of access for installation of a St. Peter well, groundwater sampling and monitoring of the St. Peter aquifer on the Property. This Agreement shall control and govern the conditions of access by the parties. 13. Notice. The provision of notice and copies of documents, as required by this Agreement, shall be given to the parties as set forth below: A. City of St. Louis Park and City of St. Louis Park Economic Development Authority James Grube with a copy to Director of Public Works City of St. Louis Park 5055 Minnetonka Boulevard St. Louis Park, Minnesota 55416 B. Park Nicollet Medical Center PNMC Holdings and MedCenter, Inc. John DeCoster with a copy to Park Nicollet Medical Center 5000 West 39th Street St. Louis Park, Minnesota 55416 -3- Lee E. Sheehy Popham, Haik, Schnobrich & Kaufman, Ltd. 3300 Piper Jaffray Tower Minneapolis, Minnesota 55402 Maclay R. Hyde Gray, Plant, Mooty, Mooty & Bennett, P.A. Suite 3400 33 South Sixth Street Minneapolis, Minnesota 55402 14. dement Nof An �dmj -r Of R parties agree that, by entering into thi not admitted or accepted in law or fact responsibility to investigate, remediate circumstances or conditions existing at not limited to the release or threatened substances. 1 s Agreement any obligat , or mitiga any site, i release of The , they have ion or to any ncluding but hazardous J.15. Date. The parties have executed this Agreement on the day of May, 1993. MEDCENTER, INC. Joseph W. Mitlyng Its Em GuL = --- Vice President PARR NICOLLET MEDICAL By /. C arl s Its Pr- ident By /9� /%oseph W. Mitlyng Its4Vi e president aid son 6892s -4- THE CITY OF ST. LOUIS PARK B /04-74.4_, Its A-- y v �- - THE CITY OF ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY By ,Af-G4 Its (/ice% -A.L-care.‘-'7/ PNMC HOLDINGS, INC. By By Charles L J- obson Its President and Secretary oseph W. Mitlyng Its Vice President and Treasurer