99-1223Return copy to:
Real Estate Division
140 City Hali
OR1GlI�AL
Presented By
Referred To
Council F51e # qq_ 1�,3
Green Sheet # � �� Z �
INNESOTA
�
Committee: Date
BE IT RESOLVED, that the proper City officials are hereby authorized and directed to execute an
agreement with the Saint Paul Growers Associauon to operate the Farmers' Market and Municipal
Parking Lot over a period of four years and eleven months beginning February 1, 2000.
Adopuo' �ertified by
By: � ��, '
�
Requested by Department of:
Technoloev & Management Services
B : �..1���`Z�L�%G�
Y
Direc��
Form Approved by City Attorney y<
By: ���G✓trv�^e. /�� 2.'3'c�' «
Adopted by Council: Date n�. �-2, �\`l`��.
.M.S./REAL ESTATE DIVISION Date: November 10,1999 ree She t Number: 100922
nfact Petson and Phone N¢nd�er: 2 EPAR �II'i�� Q2Ty � � (, ,r C1TY COi1NCII, Q e_��,��
���� j 'l l
Dave Nelson 266-8850 I � �`
3 UDGETDII2ECTOR FETCEOFFINANCfALSVCS
as[beonCo�dAg�daby: 4 YOR(ORAS57ST 6 FSTATEDIV75ION
OTAL # OF SIGNATURE PAGES 1(CLIP ALL LOCATIONS FOR GNATURE)
CTION REQUESTED:
To authorize the execution of a four year eleven month agreement with the Saint Paul Growers
Association for the operation of the Farmer's Market and Municipal Parlang Lot
Ref: 1. Resolution for consideration; 2. Sample copy ofAgreement TMS/1; 3. Maps.
coMbIENDATIONS: APPROVE (A) oR REJECT pi) ERSONAL SERVLCE CONTBACTS MUST ANSWGR THE FOLLOWING:
. Has the person�rn� ever worked �der a contract for tltis deparhnent? YES NO
PL9MVINGCOMMISSION A STAFF
Eias thisperso�6rm ever been a City employee? IF.S NO
CNIL SERVIC6 COMMISSION
. Does this person/Hrmpossess a sltill not normally possessed by any YES NO
cm•rent CSty employee?
CIB COMMITTEE
E lain all YES answers on a se arate sheet and atfach.
UPPORTS WHICH COUNCIL
BJECTIVE?
OUNCIL WARD(S) 'L DISTRICT PLANNING COUNCII, ].']
'I7ATING PROBLEM, ISSiTE, OPPORTUNITY (Who, Whay Wheu, Where, Why?):
The City requires the services of an organization familiar with farmers' market and parking lot
operations.
VANTAGES IF AYPROVE4:
A qualified organization will administer the operations of the Farmers' Market and parldng lo�
ISADVANTAGESIFAPPROVED: mis''"m'Yi:i? `�."'trS'�:::'R#;;st"=.
None � � � � � ���
ISADVANTAGES IF NOT APPROVED:
The CiTy would have to fmd another organization with the proper qualifications to operate the
facility. . . . . ...............__ . _ �
OTAL AMOUNT OF TRANSACTION: $ 221�,30 COST/REVENUE BUDGETED (CIRCLE ONE) YES NO
mre so�cE: operating income from market & parldng AcrivrrY xo�Ex:
NANCIAL A*I�'ORMATION: (EXPLAi�
The projected income to the City from operations of the farmers' market and parlang lot will be
in the range of $290,000 after all operating expenses. (See Earhibit "C")
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(TMSl) version date 9/9/99 revised 9/23/99 revised 11/10/99
Authority (C.F. or A.O.)
Agreement NO.
FINANCE DEPT. Agreement NO. TMS 1
DATE: Februaz�
OWNER: CITY OF SAINT PAUL
Department of TMS Real Estate Division
OPERATOR: SA1NT PAUL GROWERS ASSOCIATION
(1) Premises.
specified t
hereby c�
is
in
paid to the OPER?
t OPERATOR the
itown St. Paul, bow
Lots 1 thru 6, Block
Addition adjacent the
between Fourth Str�
SAINT PAUL
L4TIONS
ie p�merit�of the Management Fee hereinafter
venants and agreements herein contained, does
ina r referred to as the "Premises," is property
St., Fifth St., Broadway St. and Wall St. and which
tney And Smith's Addition and that portion of Kittson's
�n ying between said lots 1 thru 6 and Broadway Street and
Fifth Street.
together with buildirigs, fiatures in such buildings, improvements and structures, if any, located
thereon including portions of public streets (subject to specified times), which area is indicated on
the attached:
Exhibit A-1 Parking Operations area;
Exhibit A-2 Farmers Market Operations area Saturday-Sunday from April to November;
Exhibit A-3 Farmers Mazket Operations area Weekday from April to November.
OPERATOR may use those portions of nublic streets indicated on E�ibit A-2 for Farmers Market
operations only, provided:
aq-�z�
A. OPERATOR sha11 prior to each annual Farmers Market selling season, submit and
obtain approval in writing from the Department of Public Works for a barricading
and traffic controi plan in conforxnance with Exhibit A-2.
B. The signing of this agreement by all parties, and adherence to all the requirements
constitutes pernussion by the Department of Public Works to use the public right-of-
way as shown on Exhibit A-2, and no fiuther permits are required from the
Department of Public Works. The OPERATOR will be required to pay any labor and
equipment chazges associated with tra�c control which the Department of Public
Warks perForms as a result of this agreement.
C. OPERATOR is also fully awaze that the City at any time and for any reason may
ternunate use ofthese pubiic streets for market purposes. The OWNER shall attempt
to provided the OPERATOR reasonable notice of this termination . OPERATOR
shall promptly and reasonably discontinue the use of said public streets under this
agreement and sha11 surrender the streets to City, consistent with Section 20.
D. OPERATOR shall keep the streets clean, with trash and rubbish completely removed
at the close of each market day.
E. OPERATOR shall use barricades of a type approved by the Department of Public
Works. OPERATOR shall set up and take down the barricades as directed by the
Department of Public Works. OPERATOR shall be responsible to maintain and
provide secured starage of the barricades during non-market operations. The
barricades including legs, rails and any other parts must lie within the boundaries as
shown on Exhibit A-2.
F. Any striping or painting of parking stalls shall be in a manner approved by the
Department of Public Works.
G. OPERATOR sha11 ensure that a traffic lane as shown on Exhibit A-2, remains open
for emergency vehicles and access to adjacent private property.
H. The hours during which OPERATOR may implement Exhibit A-2 are as follow:
consistent with Chapter 11 ofthe Saint Paul Legislative Code which is fartliat period
from April 15 through November 15 beginning at midnight on Friday night of each
week and ending at 10:00 p.m. on Sunday.
aq-�z��
(2) Term of A¢reement. This agreement shall be in effect for a term commencing and ending on the
dates indicated below, unless terminated earlier by the OWNER as provided herein.
Term
(Months/Yeazs) Commencing Date Ending Date
4 year i l months February 1, 2000 December 31, 2004
(3) Use of Premises. The OPERATOR shall use and occupy the Premises for the following purpose:
A. for market purposes consistent with Chapter 11 of the Saint Paul Legislative Code which is
for that period from April 15 through November 15 beginning at midnight on Friday night
of each week and ending at 10:00 p.m. on Sunday.
B. to operate during non-mazket hours, a pazking lot, for the benefit of the OWNER, subject
to the requirements of Chapter 11 of the Saint Paul Legislative Code or any other applicable
law.
OPERATOR is prohibited from any other use, without the prior written consent of OWNER.
Except for rights specifically granted in this agreement, OPERATOR shall have no interest in the
land, improvements or equipment located on the Premises.
(4) Operators Management Fee. The OWNER shall compensate the OPERATOR on a fixed fee basis
as shown in Exhibit C of this Agreement for the Parking Lot Operations and the Farmers Mazket
Operations.
A. Fee Payment. OPERATOR shall deduct their earned monthly fees from the NIO payment sent
to the OWNER quarterly as shown Section (4) D Payment Address of this agreement.
B. Oneratin�Expenses and Revenue Collection. The OPERATOR shall be responsible for the
collection for all the income as shown in Exhibit C of this agreement. OPERATOR shall be
obligated to pay under this paragraph or other provisions (including Exhibit C) of this Agreement
including, but is not limited to, the following fees, costs and expenses which are incurred during the
term of occupation as described in Section 2 or as expanded:
all utilities, including water, electric, gas, telephone, sewage and gazbage collection
and disposal as specified in Section (11) of this Agreement;
2. costs for the repairs, improvements or alterations required to be made by the
OPERATOR in Section (11) and Section (34) and Eghibit B of this Agreement;
3. a11 taxes on realty or personalty, general or special (in the event the OWNER no
longer enjoys tax-exempt status ofthe premises); a11 public rates, dues, charges and
�tR -11�.3
assessments, general or special, ofany kind uponthe Premises as specified in Section
(5) of this Agreement; and
4. propezry insurance premiuxn and/or uninsured losses as set forth in Section ('� ofthis
Agreement.
In the event, that OPERATOR does not make such payments, O WNER may make the payments at
its option, and the payments shall be deducted from the OPERATOR Management Fee.
C. Net Operafing Income INOn Adjustments. Adjustments to the NOI sha11 be as follows:
In the event, the projected Net Operating Income (NOI) exceeds the projected annual
amount as shown on Exhibit C, for each dollaz ($1.00) of additional of NOI, the
OPERATOR shall receive from the OWNER as Additional Management Fee $.33
per $1.00 of NOI.
2. In the event, the actual NOI is less that the projected amount, as reported in the
monthly reports prepared and furnished by the OPERATOK, the OWNER sha11
review the options with the OPERATOR to restore the NOI to the project level.
OPERATOR shail be required to take steps to ensure that the OWNER'S NOI shall
increase 5% per year over the term of this agreement.
4. OWNER shall have the option to assess the Farmers Market vendors via the
OPERATOR, a yeazly fee to ensure that the total funds (NIO and Fee) recieved by
the OWNER equals the projected NOI for a given year.
D. Pavment Address. OPERATOR sha11 make payments of the collected NOI to the OWNER on
the dates stated below and consistent with Section (34) Financial Report of this Agreement at the
foliowing address: Plannine and Economic Development De�utment, Attention: Tom Mever. De�t
Accountant. 1400 City Hall Annex. 25 West Fourth St.. St. Paul, MN 55102
The applicabie account number for Caty Finance Accounting Code is: 130-36100-5239
All Net Operating Income shall be payable on the dates as follows:
Pavment Date I�iOI Collection Period
4/30/2000 2/1/2000-3/31/2000
7/30/2000 4/1/2000-6/30/2000
10/30/2000 7/1/2000-9/30/2000
�
aq _►ia�
1/30/2001 10/1/2000-12/31/2000
4/30/2001 1/1/2001-3/31/2001
7/30/2001 4/1/2001-6/30/2001
l0/30/2001 7/1/2001-9/30/2001
1(30f2�02 1011f2001-12(31(2001
4/30/2002 1/1/2002-3/31/2002
7/30/2002 4/1/2002-6/30/2002
10/30/2002 7/1/2002-9/30/2002
1/30/2003 10/1/2002-12/31/2002
4/30/2003 1/1/2003-3/31/2003
7/30/2003 4/1/2003-6/30/2003
10130/2003 7/112003-9130/2003
1/30/2004 10/1/2003-12/31/2003
4/30/2004 1/1/2004-3/31/2004
7/30/2004 4/1/2004-6/30/2004
10/30/2004 7/1/2004-9/30/2004
1130/2005 10l1l2004-12l31/2004
The OWNER shall reduce the OPERATOR Management Fee by 1% per day for each day the
payment is late.
(5) Taxes. The OWNER and OPERATOR acknowledge that the premise is owned and operated on
behalf of the OWNER based upon Minn. Stat. 272.01, Subd. 2(b)(1), which the OWNER has the
right to operate a public market and municipal parking facility exempt from state ad valorem tases.
If the laws of the State of Minnesota subsequently authorize the levy of a tax on properry owned by
the political subdivision, the payment of said taxes shall be the responsibility of the OPERATOR
on behalf ofthe OWNER as cover in Section (4) B Operating Egpenses and Revenue Collection
5
aq -�a.� �
ofthis Agreement. OWNER may at its option require the OPERATOR to pay such contested tases
pending appeal, to place in escrow a sum sufficient to pay said t�es, or take other action that will
remove said contested taxes as an encumbrance to ritle or as an exception to the transferability of
marketable title to the Premises. If by some acrion of the State renders the properry taxable for state
ad valorem tases, the O WNER and OPERATOR shall readdress the operation budget to account for
the new tax expense.
(6) Ri�ht of Entrv. At a11 times during the term of this agreement, the OWNER shall have the right,
by itself, its agents and employees, to enter into and upon the Premises during reasonable business
hours or, in the event of an emergency, at any time for any legitimate purpose.
(7) Insurance.
A. OWNER'S Insurance. The OWNER shall acquire and keep in effect during the term of
this agreement the following coverages:
1. FIRE AND ALL RISK INSURANCE, on the Premises with limits of not less than
$210,000 for year 2000, sha11 be purchased by the OWNER; the OPEI2ATOR shall
pay, as Additional Rent, the premium far said insurance. In the event of a claim, the
deductible shall be paid from the Risk Retention Fund, which is manage by City Real
Estate Division. Said insurance names the City of Saint Paul as the insured. With
respect to any loss ofthe OWNER'S property not covered by insurance, it shall be the
responsibility of the OPERATOR, within a reasonable time, to pay a11 costs to repair
or replace the damaged property with like kind, such reasonable time to be
determined by the OWNER.
B. OPERATOR'S Insurance. The OPERATOR shall acquire during the term of this agreement the
following coverage:
1. FIRE AND ALL RISK INSURANCE, the OPERATOR shall be responsible for the
self insurance of, or the acquisition of Commercial Properry Insurance on its owned,
or in the care, custody and control of others personal property.
2. COMMERCIAL GENERAI, LIABILITY INSURANCE including blanket
contractual liability coverage, personal in}ury liability coverage and broad form
properry damage liability endorsement with a combined single limit of not less than
$1,000,000 per occurrence and shall be purchased by the OPERATOR. Such
insurance shall: (a) name the Housing and Redevelopment Authority of the City of
Saint Paul and the City of Saint Paul as additional insured; (b) be primary with
respect to OWNER'S insurance or self-insurance; (c) not exclude explosion, collapse
and underground properry damage; (d) be written on an"Occurrence" Form policy
basis; and (e) not contain an"aggregate" policy limit unless specifically approved in
writing by OWNER.
0
Rg -1 aa 3
3. AUTOMOBILE LIABILITY INSURANCE with minimum limits of $750,000
combined single limit and $1,500,000 aggregate, covering hired, non-owned and
owned automobiles.
4. WORKERS' COMPENSATION INSi.7RANCE with not less than statutory minimum
lnnits; and EMPLOYET2S' LIABILITY INSiJRANCE with minimum innits of at
least $300,000 per occurrence and with an all states endorsement.
The OPERATOR shall supply to OWNER current insurance certificates for policies
required in Section ('n. The said certificates shall certify whether or not the agent
has errors and omissions insurance coverage.
6. The limits cited under each insurance requirement above establish minimums; and
it is the sole responsibility of the OPERATOR to purchase and maintain additional
insurance that may be necessary in relation to this agreement.
7. Nothing in this contract shall constitute a waiver by the OWNER of any statutory
limits or exceptions on liability.
8. OPERATOR shall place the insurance with responsible insurance companies
authorized and licensed to do business in the State of Minnesota and approved by
OWNER, and shall deliver copies of the policies to OWNER on the date of
OPERATOR'S execufion ofthis agreement. The policies required in Section (7) sha11
be endorsed to indicate that the insurer cannot cancel or change the insurance without
first giving the OWNER 60 days' written notice.
9. Insurance limits shall be subject to the tort claims liability limits as set forth in
Chapter 466 of Minnesota Statutes.
10. It is specifically understood and agreed that all of the proceeds of such insurance
policies shall belong to and be payable to the OWNER and that the OWNER, after
application of such proceeds to the loss, may apply any remaining proceeds to a
separate, non-insured loss of the OPERATOR.
11. If for any reason any of the insurance hereunder is void, the OPERATOR is
responsible to the OWNER for the total amount of uninsured loss.
12. Waiver of Subrogation. OWNER waives its right of subrogation for damage to the
Building, contents therein, loss of use thereof, and/or loss of income, up to the
amount ofinsurance proceeds collected. OPERATORwaives its right ofsubrogation
for damage to properiy in the Premises, loss of use thereof, loss of income and/or
accounts receivable, up to the amount of their respective insurance proceeds col-
lected. The parties shall notify their respective insurance companies, in writing, of
the provisions of this paragraph; and, if either cannot waive its subrogation rights,
aq-�za3
such parry shall immediately notify the other party, in writing.
(8) Cancellarion or Termination. This agreement shall be subject to cancellation and termination by
OWNER or OPERATOR at any time during the term hereof by giving notice in writing at one
hundred eighty (180) days prior to the date when such termination shall become effective. In the
event of such termination, and on the effective date of such termination, OPERATOR shall return
any unearned Management Fee paid by the OWNER.
(9) Notice. All notices herein provided to be given, or that may be given by either party to the other,
shall be deemed to have been fixlly given when served personally on OWNER or OPERATOR, or
when made in writing and deposited in the United States Mail, certified and postage prepaid, and
addressed to:
OPERATOR at the address stated on page (1);
OWNER at the Real Estate Dvision, 140 City Hall, 15 West Kellogg Blvd., St. Paul,
Minnesota 55102.
The address to which the notice shall be mailed may be changed by written notice given by either
party to the other. Nothing herein shall preclude the giving of such address change notice by
personal service.
(10) Assienment. OPERATOR shall not assign this Agreement without the written consent of the
OWNER, which consent must be obtained prior to the execution of any agreement to the Premises.
(il) Maintenance and Repairs. OPERATOR shall, at its own cost and expense, be responsible £or a11
repairs, maintenance and upkeep (excluding the Capital Improvements, Repaixs and/or Replacements
as specified in Eghibit B ofthis Agreement) ofthe Premises, including but not limited to emergency
repairs of any kind; routine maintenance and repair to keep the Premises in good repair, safe and in
compliance with applicable fire, health, building and other life-safety codes; and all repairs and
maintenance needed to keep the buildings or shuctures on the Premises in good condition, including,
but not limited to, (a) the exterior (including windows and doors) and interior structure of the
buildings or structures, (b) the roof or roofs, (c) the heating, ventilating and air conditioning systems
therein, (d) all electrical, plumbing, lighting, mechanical systems, fire suppression equipment, i.e.
fire sprinkler system; (e) all grounds, fences, parking lot and roads within the Premises. The
foregoing obligations shall bind the OPERATOR regardless of the cause of the damage or condition
necessitating the repair or maintenance.
OPERATOR sha11 keep the Premises in a clean and safe condition, free of accumulauon of dirt and
debris. It sha11 also be responsible for the removal from the premises of vehicles or equipment
located beyond the mazket period.
The OWNER may contribute funds as stated in Section (33) of this Agreement for scheduled
Improvements as set forth in Exhibit B of this Agreement.
qq-►�a3
(12) Payments in Case of Default. OPERATOR shall pay OWNER all costs and expenses, including
reasonable attomey's fees in any action brought by OWNER to recover any rent due and unpaid
hereunder, or for the breach or default of any of the covenants or agreements contained in this
Agreement, or to recover possession of said property, whether such action progresses to judgment
or not.
(13) Surrender ofPremises. The OPERATOR, at the expiration of said term, or any sooner terniination
of this agreement, sha11 quit peacefully and surrender possession of said properry and its
appurtenances to OWNER in as good order and condition as the property was delivered to the
OPERATOR.
(14) Indemnitv. The OPERATOR agrees to indemnify, defend, save and hold hannless the City of Saint
Paul and any agents, officers and employees thereof from all claims, demands, actions or causes of
action of whatsoever nature or character, arising out of or by reason of the Agreement of the herein
described Premises by the OWNER to the OPERATOR, or the use or condition of the Premises or
as a result ofthe operations or business activfties taking place on the Premises. It is fully understood
and agreed that OPERATOR is aware of the conditions of the Premises and agrees to operate "as
is."
(15) Holdover. Any holdover after the expiration of the term of this Agreement shall be allowed only
after receiving the written consent of the OWNER. Said occupancy shall be deemed to be a
occupancy only from month-to-month. All other terxns and conditions of this Agreement sha11 be
applicable.
(lb) Pollufion and Contaminants. OPEI2ATOR agrees to comply with all ordinances, laws, rules and
regulations enacted by any governmental body or agency relating to the control, abatement or
emission of air and water contaminants and the disposal of refuse, solid wastes or liquid wastes.
OPERATOR shall bear all costs and expenses arising from compliance with said ordinances, laws,
rules, or regulations and shall indemnify, defend, save and hold harmless OWNER from all liability,
including without limitation, fines, forfeitures, and penalties arising from the failure by OPERATOR
to comply with such ordinances, laws, rules or regulazions. The OWNER, has the right to perform
cleanup and charge the OPERATOR for such costs should the OPERATOR fail to comply.
(1'� Controlling A�reement. In the event there are any prior existing agreements between OPERATOR
and OWNER (or its predecessor in interest) covering the subject property, it is agreed and
understood that this Agreement shall cancel and terminate any prior agreements as of the effective
date of this agreement.
(18) Destruction. In the event of damage to or destruction of the Premises or in the event the premises
becomes unoccupied or unfit for occupancy due to such damage during the term ofthis Agreement,
OWNER may at its option:
A. terminate the agreement upon fifteen (15) days written notice to OPERATOR; or
qq -1�3
B. within fifteen (15) days agree to restore the premises within a reasonable tune period
following the casualty, charging the costs in excess of the insurance proceeds, if any, to the
OPERATOR; or
C_ may direct that OPERATOR promptly restore the Premises to substantially the condition
e�sting immediately prior to such damage or destruction, and for that purpose, if such dam-
age or destnxction was caused by perils insured against the O WNER shall make available to
OPERATOR pro-rata, as work progresses, the net proceeds of such insurance. If such
proceeds aze insufficient to pay the entire cost thereof, OPERATOR agrees to pay, a lump
sum payment (or in a form agreed upon by the O WNER) equal to the remainder of such cost.
The Operatars Management Fee to be paid during the restoration period sha11 be abated in proportion
to the percentage of loss and impairment of the use of the Premises as determined by the OWNER,
times the number of days of loss or impairment.
(19) Events of Default. The occurrence of any ofthe following events during the term of this Agreement
shall constitute an event of default by the OPERATOR:
A. the filing of a petition to have OPERATOR adjudicated baukrupt or a petition for
reorganization or arrangement under any laws of the United States relating to bankiuptcy
filed by OPERATOR;
B. in the event a petition to have OPERATOR adjudicated baukrupt is filed against OPERA-
TOR, the failure to dismiss such petition within ninety (90) days from the date of such filing;
C. the assets of OPERATOR or of the business conducted by OPERATOR on the Premises be
assumed by any trustee or other person pursuant to any judicial proceedings;
D. OPERATOR makes any assignment far the benefit of creditors;
E. the failure by OPERATOR to timely pay expenses as required by this Agreement;
F. the failure by OPERATOR to observe and perform any covenant, condition or agreement on
its part to be observed or performed as required by this Agreement; or
G. the failure by OPERATOR or its surety to discharge, satisfy or release any lien or lien
statement filed or recorded against the Premises within sixty (60) days after the date of such
filing or recording, whichever date is earlier.
It is an express covenant and agreement of OWNER and OPERATOR that OWNER may, at its
election, terminate this Agreement in the event of the occurrence of any of the events described in
this paragraph or in paragraph (22) relating to liens by giving not less than ten (10) days written
notice to OPERATOR; and when so terminated, O WNER may reenter the Premises. This Agreement
and its Premises sha11 not be breated as an asset of OPERATOR'S estate. It is further expressly
10
qq_1��3
undezstood and agreed that OVJNER shall be entitled upon such reentry, notwithstanding any other
provision of this Agreement, to exercise such rights and remedies as are provided in Paragraph (24)
of this Agreement.
(20) Compliance with Laws. The properry described herein may be used for only the purposes stated
herein. It is the sole and exclusive responsibility of the OPERATOR in the use of the properiy to
comply with all laws, rules, regularions or ordinances imposed by any jurisdiction affecting the use
to which the properiy is proposed to be put. Inabiliry or failure by the OPERATOR to comply with
any of said laws, rules, regulations or ordinances will not relieve the OPERATOR of the obligation
to pay the rental provided herein.
(21) Non-Discrimination. The OPERATOR for himself, his personal representatives, successors in
interest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a
covenant running with the land, that:
A. no person, on the basis ofrace, sex, color creed, religion, age, disability, marital status, status
with respect to public assistance or national origin or ancestry shall be excluded from
participating in, be denied the benefits of or be otherwise subjected to discrimination in the
use of said facilities;
B. that in connection with the conshuction of any improvements on said lands and the
furnishing of services thereon, no discrimination sha11 be practiced in the selection of em-
ployees and contractors, by contractors in the selection and retention of first tier subcontract-
ors, and by first-tier subcontractors in the selection and retention of second-tier subcon-
tractors;
C. that such discrimination shall not be practiced against the public in its access in and use of
the facilities and services provided for public accommodations (such as eating, sleeping, rest
and recreation) constructed or operated on the Premises; and
D. that the OPERATOR shall use the premises in compliance with all other requirements
imposed pursuant to the Saint Paui Legislative Code Chapter 183.
(22) Liens. The OPERATOR shall not permit mechanic's liens or other liens to be filed or established
or to remain against the Premises for labor, materiais or services furnished in connection with any
additions, modifications, improvements, repairs, renewals or replacements made to the Premises, or
far any other reason; provided that if the OPERATOR shall first notify the OWNER of its intention
to do so and sha11 deposit in escrow with the OWNER a sum of money or a bond ar irrevocable letter
of credit acceptable to the OWNER equal to the amount of the claim of lien, OPERATOR may in
good faith contest any such claims or mechanic's or other liens filed or established and in such event
may permit the items contested to remain undischarged and unsatisfied during the period of such
contest. If, in the opinion of the OWNER, the nonpayment of any such items subjects the Premises
to any loss or forfeiture, the OWNER may require the OPERATOR to use the escrow account to
promptly pay all such unpaid items and if OPERATOR fails to pay &om the escrow account, the
11
�`t-ta�3
OWNER may pay and chazge the OPERATOR.
OPERATOR sha11 have no right to subject and subordinate this agreement or Premises in any
manner to any lien, mortgage, trust agreement or any other encumbrance.
(23) Eminent Domain. In the event the entire Premises aze taken by eminent domain, or such portion
thereof is so taken that in OPERATOR'S reasonable judgement it is uneconomic thereafter to restore
the Premises and proceed under the terms and provisions of this Agreement, OPERATOR or the
OWNER may terminate this Agreement by giving to the other parry tliirty days' written notice of
termination, effective as of the date on which the condemning authority acquires legal title or
physical possession of the Premises. OPERATOR hereby waives and releases any claim to or share
in the Award of Compensation for the taking, notwithstanding any other provision of law, this
Agreement or any other agreement. OPERATOR may to the extent otherwise permitted in the
eminent domain proceeding, remove its own trade fixtures at its own expense.
(24) Default Remedies. In the event an Event of Default occurs under paragraph (19) of this Agreement,
OWNER may exercise any one or more of the following remedies:
A. reenter and take possession of the Premises without termination of this Agreement, and use
its best efforts to manage the Premises to or enter into an agreement with another person for
the account of OPERATOR;
B. terminate this agreement, exclude OPERATOR from the Premises, and use its best efforts
to contract with a new OPERATOR in accordance with applicable law;
C. exclude OPERATOR from possession of the Premises, with or without terminating this
Agreement and operate the Premises itself;
D. terminate the Agreement, exclude OPERATOR from possession ofthe Premises, sell all or
any part of the Premises at the best price obtainable (provided such sale is permitted by ap-
plicable law,) such sale to be on such terms and conditions as the OWNER, in its sole
discretion, shall determine and apply the proceeds of such sale less any expenses thereof for
the account of the OPERATOR.
E. exercise any remedies available to it under the Minnesota Uniform Commercial Code;
F. take whatever action at law or in equity may appear necessary or appropriate to collect the
Rental income and fees then due and thereafrer to become due, or to enforce performance and
observance of any obligation, agreement or covenant of the OPERATOR under this
Agreement.
G. in exercising any of its remedies set forth in this Section, the OWNER may, whether or not
the Agreement is then in effect, hold the OPERATOR liable for the difference between the
payments and other costs for which the OPERATOR is responsible under this Agreement.
12
qq- taz�
No remedy herein confened upon or reserved to OWNBR is intended to be exclusive of any other
available remedy or remedies, but each such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or thereafter existing at law or in equity by
statute. No delay or omission to exercise any such right or power accruing upon any defauit shall
impair any such right or power or sha11 be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient. In order to
entitle the OWNER to exercise any remedy reserved to it in this Provision, it shall not be necessary
to give any notice, other than such notice as may be herein expressly required.
(25) Performance by Third Parties. OPERATOR may contract with third parties to assist in its
obligations under tl�is agreement, provided no such contract shall be entered into without prior
written approval of the OWNER. The OWNER may also permit third parties to perform any and
all acts or take such action as may be necessary, on behalf of OPERATOR, to prevent or correct any
Event of Default. Such perforxnance by third parties shall not, in any way, diminish or absolve
OPERATOR of primary liability hereunder.
(26) Default of Payment. OPERATOR agrees that, should it default on any payment owing and due to
be paid to OWNER as provided in this agreement, including but not limited to Rents and Fees, then
the remaining unpaid balance sha11, at the option of the OWNER, immediately become due. Said
OPERATOR further agrees that the OWNER may, at its option and without notice to OPERATOR,
enter judgment against OPERATOR in Ramsey County District Court for the amount of the unpaid
balance. And OPERATOR does hereby confess judgment in the amount of the unpaid balance due
upon default, and does authorize the OWNER to enter judgment as provided above. OPERATOR
does hereby agree that the OWNER, at its option, may enter a judgment, at any time within one year
of the time the last payment sha11 have come due, for the full amount of the unpaid balance due
pursuant to the confession of judgment provided herein.
(27) Alterations. The OPERATOR will not make any alterations to the premises without the written
consent of the OWNER, such consent not to be unreasonably withheld. If the OPERATOR desires
to make any such alterations, an accurate description shall first be submitted to and approved by the
OWNER and such alterations shail be done by the OPERATOR at its own expense. All such work
shall be performed under the OWNER'S supervision and any improvements made to the Premises
at the OPERATOR'S expense shall become the property of the O WNER at the end of the Agreement
period. OPERATOR agrees that all alterations will be done in a workmanlike manner and in
conformance with applicable building codes, that the structural integrity and building systems ofthe
building will not be impaired, and that no liens will attach to the premises by reason thereof. Also
see Section (33) of this Agreement and E�ibit B.
(28) Termination. Except as provided elsewhere in this agreement, OPERATOR or OWNER may
ternunate this agreement by written notice to the other, not less than 180 days priar to the date of
terminarion. Upon termination of agreement, OPERATOR sha11 peacefully give up occupation and
use of the Premises and shall restore it to substantially the same condition as of the commencement
of the Agreement.
13
R9-l�.a�
(29) Effect of Waiver. In the event any agreement contained in this agreement should be breached by
either pariy, such waiver shall be limited to the particular breach so waived and shall not be deemed
to waive any other breach hereunder.
(30) Severabilitv. In the event any provision of this agreement shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof, unless such holding makes it practicably impossible for the Premises to be
operated as any outdoor mazket or parking facility.
(32) Amended. Anything herein contained to the contrary not withstanding, this Agreement may be
terminated, and the provisions of this Agreement may be, in writing, amended by mutual consent of
the parties hereto.
(33) Capital Improvements, Re�airs andlor Replacements. At the sole discretion of the Owner, a
portion of the Net Operation Income as shown in Exhibit C of this agreement maybe used toward
the cost of capital improvements, repairs and replacements of the Premises, as set forth in schedule
in Exhibit B of this agreement.
(34) Financial ReQortinE. The OPERATOR sha11 during the term of this agreement provide to the
Owner Operations and Management Expense and Revenue reports, as follows:
A. Monthy Operations and Management Expense and Revenue Reports, consisiting of
gross parking revenue, expenditures related to the operations of the Parking lot use;
2. gross fee revenues and expenditures related to the Farxners mazket use.
The monthly Operations and Managment Expense and Revenue report shall be approved to
the accuracy of the reports by the OPEKATOR and said reports sha11 be in a format utilizing
professional and industry accepted accounting standards. The OPERATOR further agrees
to make available any and a11 files to the OWNER for the purpose of verifying compliance
with the terms and conditions of this agreement. The monthy reports shall be sent to the
address as stated in Section (4) (D) Operators Management Fee Payment Address with
in 30 days of the last da of the precedin month.
B. Annual Operations and Management Expense and Revenue Reports, consisiting of
gross parking revenue, expenditures related to the operations of the Parking lot use;
2. gross fee revenues and expenditures related to the Farmers market use.
The Annual Operations and Managment Expense and Revenue (included within the
report shall be a Profit and Loss statement) report shall be approved to the accuracy
of the reports by the OPERATOR and said reports shall be in a format utilizing
14
�Q-1z13
professional and industry accepted accounring standazds. The OPERATOR sha11
provide the annual Renort to the OWNER on or before March 1, following the
preceeding yeaz. The OPERATOR further agrees to make available any and all files
to the OWNER for the purpose of verifying compliance with the terms and
conditions of this agreement.
C. Following the submission of the annual report prior to March 1 following the preceeding
year, of the as required in Section (34) B. 2. of this agreement, the OWNER and
OPERATOR sha11 meet on or before April l for the pur�ose of reviewing the previous years
financial performance and to prepare a new Exhibit C Annual Parkin� and Farmers Market
Revenue and Expense Proforma for the vear.
(35) Licensed Vendors. The OPERATOR shall ensure that vendors operating on the Premise possess
all the necessary licenses from the City of Saint Paul, Department of License, Inspection and
Environmental Protection. All vendors shall at a minimum operate their business pursuant to the
Health Rules (subject to change) as stated in Exhibit D of this agreement. The OPERATOR shall
have in their possession and available for the OWNER'S inspection copies of all licenses, permits
and the like for all vendors operating on the premises.
Annually, during the month of April, the OPERATOR shail, as mandated by City's Office of
License, Inspections and Environmental Protection, submit a list and a copy of all licenses for each
vendor who will be selling food products at the Fanners Market to the Office of License, Inspections
and Environmental Protection at 350 Saint Peter Street, Suite 300, Saint Paul, Minnesota 55102.
The list shall include the name, address, phone number and a copy of all licenses of each vendor as
well as an inventory ofthe types of food products the vendor will be selling. Thereafter, on or about
the first day of each month that the market is open for business, the OPERATOR shall submit a list
of any new vendors who will be selling foods at the market. Such list shall inciude the same
information as was required in month of April report.
(36) Restroom Facilities. During the hours of the Farmers Market operation, the OPERATOR sha11
provide adequate restroom facilities, including handicapped accessible restrooms and an ample
supply of hand washing facilities. The placement of such facilities shall lie within or adjacent to
(provided the area is under the legal control of the OPERATOR) the site boundaries as shown on
Exhibit A-2, excluding the barricaded street area.
(3'� Permits. The OPERATOR shall not be eligible for a Class B Permit from the Saint Paul Police
Department of the purpose of a Farmers Market use.
15
�tq-1��3
IN WIT'NESS WHEREOF, the parties hereto have set their hands and seals the day and yeaz in this
Agreement fust above-written.
OWNER:
Mayor
City Clerk
Director of Financial Services
Director of Technology and Management Services
Director of Public Works
Chief of Police
City Attorney (Form Approval)
OPERATOR:
Its
Its
Its
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Eahibit B
Capital Improvements, Repairs and/or Replacements
Condition Survey and Recommend Capital Improvements Report, dated June 8,1999, by Rich
Thompson, Engineer, Design Group, City Real Estate Division.
2000 Capital Imnrovements
Site lighting is almost none�stent and would not begin to meet the City's present standards even ifthe bulbs
were replaced regularly.
I recommend a system of new lights, installed below the netting layer, as the first priority of maintenance
expense. For budget purposes, I have assumed a scheme of 80 fixtures mounted on existing beam bottoms
with exposed conduit.
Tota1 Estimated Cost of $16,000.
One pipe boilard has been broken off and needs to be replaced at once. Bollards are necessary to protect the
main structural columns from damage by traffic.
Total Estimated Cost of $300.
Insufficent electrical outlets. Added 4-plex electrical outlets, code approved to the roof columns as shown
on the attached Exhitbit Bl. Estimated 15 new locations.
Total Estimated Cost of $4,500, if done as part of tkie lighting, $7,500, if done as a separate project.
Install restroom ea�haust ventilation system for each restroom and installation ofa new ceramic tile 12" x12"
paver type floor tile.
Total Estimated Cost of $6,500.
Repair/replace/add irrigation system for moistening produce. The system shall be design to have faucets
suitable for hose connections to use for plant and produce moistening. The system shall require the
utilization of water from the Saint Paul Water Utility domestic water supply. Water testing maybe required
and is not included in the enclosed estimate.
Total Estimated Cost of $21,000.
Installation of two roof gutters and downspouts as shown on Exhibit B-1.
Total Estimated Cost of $5,000.
17
aq -���3
Total Estimated 2000 Capital improvements $53300.00 -$58300.00 (2000 Dollars)
2001 Canital Improvements
Surface drainage of the entire site is ea�lzemely good, which has made it possible to delay repairs to the walks
and paving which would otherwise be critical by now. Nevertheless, some small areas of walk and curb
(approx. 3100 square feet of walk and SOO linear feet of curb) are now in very bad repair and should be
repiaced as soon as possible, areas as shown on Eghibit B-1. Replace the brick sidewalk azeas with a
concrete slab, embossed and colored to appeaz like brick pavers.
Total Estimated Cost of $24,900.
Total Estimated 2001 Capital improvements $24,900.00 (2001 Dollars)
2002 Capital Imurovements
The sidewalk azea shown on Exhibit B-2, which is sheltered from the weather by the canopies (approx.
14,500 square feet) should have a Condition Survey conducted in the year 2002. Based on the results of
the Condition Survey, future replacement or repair should be scheduled . Two options for the repair of the
brick surfaces:
Option A: Replace brick sidewalk areas with a concrete slab, embossed and colored to appear like
brick pavers.
Option B: Remove bricks and re-set them.
Total Estimated Cost of $200.00. (Condition Survey only)
Asphalt Parking lot - Paving surfaces aze heavily worn and cracked but not rutted or settled. The most badiy
deteriorated areas are directly under the drip line of the canopies. Generally, traffic lanes are in better shape
than pazking stalls. An overlay, rather than replacement, is appropriate for one more application, or until
exposed curb height becomes an issue. The concrete curb, gutter and integral curb/spillways should be
replaced with the first paving overlay proj ect. At a minimum, the pazking stalls should be overlayed in year
2002. Re-striping and spillway replacement should also be done at that time. The area to be worked on in
2002 is shown on Exhibit B-2.
Total Estnnated Cost of $33,100.00.
Total Estimated 2002 Capital imnrovements $33300.00 (2002 Dollazs)
��.'3
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2003 Capital Im�rovements
Complete the remauung azeas asphalt paving as shown on E�ibit B-2.
Total Estimated Cost of $14,100.00. (2003 Dollars)
2004 Capital Improvements
The large canopy structures aze generally in very good shape, but need cleaning and painting. Netting which
was installed to prevent birds from roosting in the roof stnxcture is in fair shape, though it is coming
unattached in some areas. It would have to be removed and replaced to paint the structure. The netting also
prevents the replacement of burned out bulbs in the existing light fixtures.
Total Estimated Cost of $24,500.00. (2004 Dollars)
Future capital improvements, replacements/repairs
The fiberglass roof deck is structurally and cosmetically in fair to poor shape. Roof replacement options
from $110,000 to $275,000 and aze specifically listed as follows:
1. Overlay existing fiberglass with galvanized metal
2. Overlay existing with enameled metal
3. Remove old fibergiass and replace with ga1v.
4. Remove old f.g. and replace with enam. metal
5. Overlay old fiberglass with new fiberglass
6. Remove old f.g. and replace with new fiberglass
$110,000
$154,000
$187,000
$231,000
$198,000
$275,000
Note: a11 options are in 1999 dollars. None of the above includes any allowance for replacing fascia
boards, for painting structural steel, or for adding finished ceiling/soffits.
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Eahibit D
City of Saint Paul Health Rules
OFfICE OF LICENSE, INSPECI'IONS AND
ENVII20NMENTAL PROI"EC7tON
Roben Kusler, Drrector
CITY �r' SL�IN� Pf�UL LOWRYPROFESSIONAGBUILDING Telephone: 6�1-266-9090
Norm Cdemmq Mayor 350 St Peter Sneet, Sui[e 300 Facsfmile: bil-266-9099
SainrPau7.Mn. 55702-]510 657-266-9724
IMPORTANT CITY OF SAINT PAUL HEALTH RULES YOU NEED TO KNOW
IF YOU WANT TO SELL FOOD AT THE FARMERS MARKET
1) What health regulations apply when I am at the Farmers Market?
All of the City of Saint Paul health rules apply, however, we allow some variations to the regulations
to accommodate the existing conditions at the Market. For example, we allow the following
modifications:
In your sales area you may provide a spiggoted container filled with wann water, a soap
dispenser filled with liquid soap and single service towels to wash and dry your hands, rather
than providing a handwash sink connected to sewer and running water.
To protect your prepared and/or processed foods from being contaminated by the customers, you
must cover the foods. You may use clean plastic, provide sneeze shields or use some other
effective protection. The health inspector can help you determine which protection works best
for you.
2) Can I prepare foods (i.e. bake, boil, bottle, can, cook, fry, mix, package, pickle, etc.) at home and
sell them at the Farmers Market?
Foods prepared or processed at home are ABSOLUTELY NOT allowed to be soid at the
Market.
3) Can I prepare my £oods at the Farmers Market and sell them there?
If you want to sell or give away any foods that require handling and/or preparation, you
CANNOT do the prepazation at the Market.
If your foods require prepazation or processing, the prepazation must be done off-site at an
approved, state or locally licensed establishment. After they have been prepazed/processed you
must bring your foods to the Mazket in approved transport containers to protect them from
contamination and to hold them at the required, safe temperatures.
21
9 q -����
HOT potentially hazardous foods (i.e., MEAT, FISH, POiJLTRY, EGGS and so forth) must be
kept HOT (I 40 dea ees Fahrenheit, or hotter); COLD potentially hazardous foods must be kept
COLD (41 degrees Fahrenheit, or colder).
If foods aze to be heated at the Mazket approved equipment must be provided.
4) Do I need a license from the City of Saint Paul?
YES
You DO need a City of Saint Paul "Fanners Market" license if you sell ar give away processed
or prepared foods (i.e., bakery products, sandwiches, cheese samples, fish samples, processed
poultry, pork or bee fl. To apply for a license ca11266-9090.
NO
You DO NOT need a City of Saint Paul "Farmers Mazket" license if you are only selling your
ownhome grownunprocessed foodproducts (i.e., vegetables, fruits, flowers, honey, unprocessed
fish, etc.).
Note: Please contact the Minnesota Department of Agriculture at 296-2627 for their license
requirements and regulations.
5) Can I bring my pets to the Farmers Market?
Pets are NOT allowed in the food sales azea of the Market, except police patrol dogs and service
dogs, such as guide docs for the blind/deaf .
22
Return copy to:
Real Estate Division
140 City Hali
OR1GlI�AL
Presented By
Referred To
Council F51e # qq_ 1�,3
Green Sheet # � �� Z �
INNESOTA
�
Committee: Date
BE IT RESOLVED, that the proper City officials are hereby authorized and directed to execute an
agreement with the Saint Paul Growers Associauon to operate the Farmers' Market and Municipal
Parking Lot over a period of four years and eleven months beginning February 1, 2000.
Adopuo' �ertified by
By: � ��, '
�
Requested by Department of:
Technoloev & Management Services
B : �..1���`Z�L�%G�
Y
Direc��
Form Approved by City Attorney y<
By: ���G✓trv�^e. /�� 2.'3'c�' «
Adopted by Council: Date n�. �-2, �\`l`��.
.M.S./REAL ESTATE DIVISION Date: November 10,1999 ree She t Number: 100922
nfact Petson and Phone N¢nd�er: 2 EPAR �II'i�� Q2Ty � � (, ,r C1TY COi1NCII, Q e_��,��
���� j 'l l
Dave Nelson 266-8850 I � �`
3 UDGETDII2ECTOR FETCEOFFINANCfALSVCS
as[beonCo�dAg�daby: 4 YOR(ORAS57ST 6 FSTATEDIV75ION
OTAL # OF SIGNATURE PAGES 1(CLIP ALL LOCATIONS FOR GNATURE)
CTION REQUESTED:
To authorize the execution of a four year eleven month agreement with the Saint Paul Growers
Association for the operation of the Farmer's Market and Municipal Parlang Lot
Ref: 1. Resolution for consideration; 2. Sample copy ofAgreement TMS/1; 3. Maps.
coMbIENDATIONS: APPROVE (A) oR REJECT pi) ERSONAL SERVLCE CONTBACTS MUST ANSWGR THE FOLLOWING:
. Has the person�rn� ever worked �der a contract for tltis deparhnent? YES NO
PL9MVINGCOMMISSION A STAFF
Eias thisperso�6rm ever been a City employee? IF.S NO
CNIL SERVIC6 COMMISSION
. Does this person/Hrmpossess a sltill not normally possessed by any YES NO
cm•rent CSty employee?
CIB COMMITTEE
E lain all YES answers on a se arate sheet and atfach.
UPPORTS WHICH COUNCIL
BJECTIVE?
OUNCIL WARD(S) 'L DISTRICT PLANNING COUNCII, ].']
'I7ATING PROBLEM, ISSiTE, OPPORTUNITY (Who, Whay Wheu, Where, Why?):
The City requires the services of an organization familiar with farmers' market and parking lot
operations.
VANTAGES IF AYPROVE4:
A qualified organization will administer the operations of the Farmers' Market and parldng lo�
ISADVANTAGESIFAPPROVED: mis''"m'Yi:i? `�."'trS'�:::'R#;;st"=.
None � � � � � ���
ISADVANTAGES IF NOT APPROVED:
The CiTy would have to fmd another organization with the proper qualifications to operate the
facility. . . . . ...............__ . _ �
OTAL AMOUNT OF TRANSACTION: $ 221�,30 COST/REVENUE BUDGETED (CIRCLE ONE) YES NO
mre so�cE: operating income from market & parldng AcrivrrY xo�Ex:
NANCIAL A*I�'ORMATION: (EXPLAi�
The projected income to the City from operations of the farmers' market and parlang lot will be
in the range of $290,000 after all operating expenses. (See Earhibit "C")
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(TMSl) version date 9/9/99 revised 9/23/99 revised 11/10/99
Authority (C.F. or A.O.)
Agreement NO.
FINANCE DEPT. Agreement NO. TMS 1
DATE: Februaz�
OWNER: CITY OF SAINT PAUL
Department of TMS Real Estate Division
OPERATOR: SA1NT PAUL GROWERS ASSOCIATION
(1) Premises.
specified t
hereby c�
is
in
paid to the OPER?
t OPERATOR the
itown St. Paul, bow
Lots 1 thru 6, Block
Addition adjacent the
between Fourth Str�
SAINT PAUL
L4TIONS
ie p�merit�of the Management Fee hereinafter
venants and agreements herein contained, does
ina r referred to as the "Premises," is property
St., Fifth St., Broadway St. and Wall St. and which
tney And Smith's Addition and that portion of Kittson's
�n ying between said lots 1 thru 6 and Broadway Street and
Fifth Street.
together with buildirigs, fiatures in such buildings, improvements and structures, if any, located
thereon including portions of public streets (subject to specified times), which area is indicated on
the attached:
Exhibit A-1 Parking Operations area;
Exhibit A-2 Farmers Market Operations area Saturday-Sunday from April to November;
Exhibit A-3 Farmers Mazket Operations area Weekday from April to November.
OPERATOR may use those portions of nublic streets indicated on E�ibit A-2 for Farmers Market
operations only, provided:
aq-�z�
A. OPERATOR sha11 prior to each annual Farmers Market selling season, submit and
obtain approval in writing from the Department of Public Works for a barricading
and traffic controi plan in conforxnance with Exhibit A-2.
B. The signing of this agreement by all parties, and adherence to all the requirements
constitutes pernussion by the Department of Public Works to use the public right-of-
way as shown on Exhibit A-2, and no fiuther permits are required from the
Department of Public Works. The OPERATOR will be required to pay any labor and
equipment chazges associated with tra�c control which the Department of Public
Warks perForms as a result of this agreement.
C. OPERATOR is also fully awaze that the City at any time and for any reason may
ternunate use ofthese pubiic streets for market purposes. The OWNER shall attempt
to provided the OPERATOR reasonable notice of this termination . OPERATOR
shall promptly and reasonably discontinue the use of said public streets under this
agreement and sha11 surrender the streets to City, consistent with Section 20.
D. OPERATOR shall keep the streets clean, with trash and rubbish completely removed
at the close of each market day.
E. OPERATOR shall use barricades of a type approved by the Department of Public
Works. OPERATOR shall set up and take down the barricades as directed by the
Department of Public Works. OPERATOR shall be responsible to maintain and
provide secured starage of the barricades during non-market operations. The
barricades including legs, rails and any other parts must lie within the boundaries as
shown on Exhibit A-2.
F. Any striping or painting of parking stalls shall be in a manner approved by the
Department of Public Works.
G. OPERATOR sha11 ensure that a traffic lane as shown on Exhibit A-2, remains open
for emergency vehicles and access to adjacent private property.
H. The hours during which OPERATOR may implement Exhibit A-2 are as follow:
consistent with Chapter 11 ofthe Saint Paul Legislative Code which is fartliat period
from April 15 through November 15 beginning at midnight on Friday night of each
week and ending at 10:00 p.m. on Sunday.
aq-�z��
(2) Term of A¢reement. This agreement shall be in effect for a term commencing and ending on the
dates indicated below, unless terminated earlier by the OWNER as provided herein.
Term
(Months/Yeazs) Commencing Date Ending Date
4 year i l months February 1, 2000 December 31, 2004
(3) Use of Premises. The OPERATOR shall use and occupy the Premises for the following purpose:
A. for market purposes consistent with Chapter 11 of the Saint Paul Legislative Code which is
for that period from April 15 through November 15 beginning at midnight on Friday night
of each week and ending at 10:00 p.m. on Sunday.
B. to operate during non-mazket hours, a pazking lot, for the benefit of the OWNER, subject
to the requirements of Chapter 11 of the Saint Paul Legislative Code or any other applicable
law.
OPERATOR is prohibited from any other use, without the prior written consent of OWNER.
Except for rights specifically granted in this agreement, OPERATOR shall have no interest in the
land, improvements or equipment located on the Premises.
(4) Operators Management Fee. The OWNER shall compensate the OPERATOR on a fixed fee basis
as shown in Exhibit C of this Agreement for the Parking Lot Operations and the Farmers Mazket
Operations.
A. Fee Payment. OPERATOR shall deduct their earned monthly fees from the NIO payment sent
to the OWNER quarterly as shown Section (4) D Payment Address of this agreement.
B. Oneratin�Expenses and Revenue Collection. The OPERATOR shall be responsible for the
collection for all the income as shown in Exhibit C of this agreement. OPERATOR shall be
obligated to pay under this paragraph or other provisions (including Exhibit C) of this Agreement
including, but is not limited to, the following fees, costs and expenses which are incurred during the
term of occupation as described in Section 2 or as expanded:
all utilities, including water, electric, gas, telephone, sewage and gazbage collection
and disposal as specified in Section (11) of this Agreement;
2. costs for the repairs, improvements or alterations required to be made by the
OPERATOR in Section (11) and Section (34) and Eghibit B of this Agreement;
3. a11 taxes on realty or personalty, general or special (in the event the OWNER no
longer enjoys tax-exempt status ofthe premises); a11 public rates, dues, charges and
�tR -11�.3
assessments, general or special, ofany kind uponthe Premises as specified in Section
(5) of this Agreement; and
4. propezry insurance premiuxn and/or uninsured losses as set forth in Section ('� ofthis
Agreement.
In the event, that OPERATOR does not make such payments, O WNER may make the payments at
its option, and the payments shall be deducted from the OPERATOR Management Fee.
C. Net Operafing Income INOn Adjustments. Adjustments to the NOI sha11 be as follows:
In the event, the projected Net Operating Income (NOI) exceeds the projected annual
amount as shown on Exhibit C, for each dollaz ($1.00) of additional of NOI, the
OPERATOR shall receive from the OWNER as Additional Management Fee $.33
per $1.00 of NOI.
2. In the event, the actual NOI is less that the projected amount, as reported in the
monthly reports prepared and furnished by the OPERATOK, the OWNER sha11
review the options with the OPERATOR to restore the NOI to the project level.
OPERATOR shail be required to take steps to ensure that the OWNER'S NOI shall
increase 5% per year over the term of this agreement.
4. OWNER shall have the option to assess the Farmers Market vendors via the
OPERATOR, a yeazly fee to ensure that the total funds (NIO and Fee) recieved by
the OWNER equals the projected NOI for a given year.
D. Pavment Address. OPERATOR sha11 make payments of the collected NOI to the OWNER on
the dates stated below and consistent with Section (34) Financial Report of this Agreement at the
foliowing address: Plannine and Economic Development De�utment, Attention: Tom Mever. De�t
Accountant. 1400 City Hall Annex. 25 West Fourth St.. St. Paul, MN 55102
The applicabie account number for Caty Finance Accounting Code is: 130-36100-5239
All Net Operating Income shall be payable on the dates as follows:
Pavment Date I�iOI Collection Period
4/30/2000 2/1/2000-3/31/2000
7/30/2000 4/1/2000-6/30/2000
10/30/2000 7/1/2000-9/30/2000
�
aq _►ia�
1/30/2001 10/1/2000-12/31/2000
4/30/2001 1/1/2001-3/31/2001
7/30/2001 4/1/2001-6/30/2001
l0/30/2001 7/1/2001-9/30/2001
1(30f2�02 1011f2001-12(31(2001
4/30/2002 1/1/2002-3/31/2002
7/30/2002 4/1/2002-6/30/2002
10/30/2002 7/1/2002-9/30/2002
1/30/2003 10/1/2002-12/31/2002
4/30/2003 1/1/2003-3/31/2003
7/30/2003 4/1/2003-6/30/2003
10130/2003 7/112003-9130/2003
1/30/2004 10/1/2003-12/31/2003
4/30/2004 1/1/2004-3/31/2004
7/30/2004 4/1/2004-6/30/2004
10/30/2004 7/1/2004-9/30/2004
1130/2005 10l1l2004-12l31/2004
The OWNER shall reduce the OPERATOR Management Fee by 1% per day for each day the
payment is late.
(5) Taxes. The OWNER and OPERATOR acknowledge that the premise is owned and operated on
behalf of the OWNER based upon Minn. Stat. 272.01, Subd. 2(b)(1), which the OWNER has the
right to operate a public market and municipal parking facility exempt from state ad valorem tases.
If the laws of the State of Minnesota subsequently authorize the levy of a tax on properry owned by
the political subdivision, the payment of said taxes shall be the responsibility of the OPERATOR
on behalf ofthe OWNER as cover in Section (4) B Operating Egpenses and Revenue Collection
5
aq -�a.� �
ofthis Agreement. OWNER may at its option require the OPERATOR to pay such contested tases
pending appeal, to place in escrow a sum sufficient to pay said t�es, or take other action that will
remove said contested taxes as an encumbrance to ritle or as an exception to the transferability of
marketable title to the Premises. If by some acrion of the State renders the properry taxable for state
ad valorem tases, the O WNER and OPERATOR shall readdress the operation budget to account for
the new tax expense.
(6) Ri�ht of Entrv. At a11 times during the term of this agreement, the OWNER shall have the right,
by itself, its agents and employees, to enter into and upon the Premises during reasonable business
hours or, in the event of an emergency, at any time for any legitimate purpose.
(7) Insurance.
A. OWNER'S Insurance. The OWNER shall acquire and keep in effect during the term of
this agreement the following coverages:
1. FIRE AND ALL RISK INSURANCE, on the Premises with limits of not less than
$210,000 for year 2000, sha11 be purchased by the OWNER; the OPEI2ATOR shall
pay, as Additional Rent, the premium far said insurance. In the event of a claim, the
deductible shall be paid from the Risk Retention Fund, which is manage by City Real
Estate Division. Said insurance names the City of Saint Paul as the insured. With
respect to any loss ofthe OWNER'S property not covered by insurance, it shall be the
responsibility of the OPERATOR, within a reasonable time, to pay a11 costs to repair
or replace the damaged property with like kind, such reasonable time to be
determined by the OWNER.
B. OPERATOR'S Insurance. The OPERATOR shall acquire during the term of this agreement the
following coverage:
1. FIRE AND ALL RISK INSURANCE, the OPERATOR shall be responsible for the
self insurance of, or the acquisition of Commercial Properry Insurance on its owned,
or in the care, custody and control of others personal property.
2. COMMERCIAL GENERAI, LIABILITY INSURANCE including blanket
contractual liability coverage, personal in}ury liability coverage and broad form
properry damage liability endorsement with a combined single limit of not less than
$1,000,000 per occurrence and shall be purchased by the OPERATOR. Such
insurance shall: (a) name the Housing and Redevelopment Authority of the City of
Saint Paul and the City of Saint Paul as additional insured; (b) be primary with
respect to OWNER'S insurance or self-insurance; (c) not exclude explosion, collapse
and underground properry damage; (d) be written on an"Occurrence" Form policy
basis; and (e) not contain an"aggregate" policy limit unless specifically approved in
writing by OWNER.
0
Rg -1 aa 3
3. AUTOMOBILE LIABILITY INSURANCE with minimum limits of $750,000
combined single limit and $1,500,000 aggregate, covering hired, non-owned and
owned automobiles.
4. WORKERS' COMPENSATION INSi.7RANCE with not less than statutory minimum
lnnits; and EMPLOYET2S' LIABILITY INSiJRANCE with minimum innits of at
least $300,000 per occurrence and with an all states endorsement.
The OPERATOR shall supply to OWNER current insurance certificates for policies
required in Section ('n. The said certificates shall certify whether or not the agent
has errors and omissions insurance coverage.
6. The limits cited under each insurance requirement above establish minimums; and
it is the sole responsibility of the OPERATOR to purchase and maintain additional
insurance that may be necessary in relation to this agreement.
7. Nothing in this contract shall constitute a waiver by the OWNER of any statutory
limits or exceptions on liability.
8. OPERATOR shall place the insurance with responsible insurance companies
authorized and licensed to do business in the State of Minnesota and approved by
OWNER, and shall deliver copies of the policies to OWNER on the date of
OPERATOR'S execufion ofthis agreement. The policies required in Section (7) sha11
be endorsed to indicate that the insurer cannot cancel or change the insurance without
first giving the OWNER 60 days' written notice.
9. Insurance limits shall be subject to the tort claims liability limits as set forth in
Chapter 466 of Minnesota Statutes.
10. It is specifically understood and agreed that all of the proceeds of such insurance
policies shall belong to and be payable to the OWNER and that the OWNER, after
application of such proceeds to the loss, may apply any remaining proceeds to a
separate, non-insured loss of the OPERATOR.
11. If for any reason any of the insurance hereunder is void, the OPERATOR is
responsible to the OWNER for the total amount of uninsured loss.
12. Waiver of Subrogation. OWNER waives its right of subrogation for damage to the
Building, contents therein, loss of use thereof, and/or loss of income, up to the
amount ofinsurance proceeds collected. OPERATORwaives its right ofsubrogation
for damage to properiy in the Premises, loss of use thereof, loss of income and/or
accounts receivable, up to the amount of their respective insurance proceeds col-
lected. The parties shall notify their respective insurance companies, in writing, of
the provisions of this paragraph; and, if either cannot waive its subrogation rights,
aq-�za3
such parry shall immediately notify the other party, in writing.
(8) Cancellarion or Termination. This agreement shall be subject to cancellation and termination by
OWNER or OPERATOR at any time during the term hereof by giving notice in writing at one
hundred eighty (180) days prior to the date when such termination shall become effective. In the
event of such termination, and on the effective date of such termination, OPERATOR shall return
any unearned Management Fee paid by the OWNER.
(9) Notice. All notices herein provided to be given, or that may be given by either party to the other,
shall be deemed to have been fixlly given when served personally on OWNER or OPERATOR, or
when made in writing and deposited in the United States Mail, certified and postage prepaid, and
addressed to:
OPERATOR at the address stated on page (1);
OWNER at the Real Estate Dvision, 140 City Hall, 15 West Kellogg Blvd., St. Paul,
Minnesota 55102.
The address to which the notice shall be mailed may be changed by written notice given by either
party to the other. Nothing herein shall preclude the giving of such address change notice by
personal service.
(10) Assienment. OPERATOR shall not assign this Agreement without the written consent of the
OWNER, which consent must be obtained prior to the execution of any agreement to the Premises.
(il) Maintenance and Repairs. OPERATOR shall, at its own cost and expense, be responsible £or a11
repairs, maintenance and upkeep (excluding the Capital Improvements, Repaixs and/or Replacements
as specified in Eghibit B ofthis Agreement) ofthe Premises, including but not limited to emergency
repairs of any kind; routine maintenance and repair to keep the Premises in good repair, safe and in
compliance with applicable fire, health, building and other life-safety codes; and all repairs and
maintenance needed to keep the buildings or shuctures on the Premises in good condition, including,
but not limited to, (a) the exterior (including windows and doors) and interior structure of the
buildings or structures, (b) the roof or roofs, (c) the heating, ventilating and air conditioning systems
therein, (d) all electrical, plumbing, lighting, mechanical systems, fire suppression equipment, i.e.
fire sprinkler system; (e) all grounds, fences, parking lot and roads within the Premises. The
foregoing obligations shall bind the OPERATOR regardless of the cause of the damage or condition
necessitating the repair or maintenance.
OPERATOR sha11 keep the Premises in a clean and safe condition, free of accumulauon of dirt and
debris. It sha11 also be responsible for the removal from the premises of vehicles or equipment
located beyond the mazket period.
The OWNER may contribute funds as stated in Section (33) of this Agreement for scheduled
Improvements as set forth in Exhibit B of this Agreement.
qq-►�a3
(12) Payments in Case of Default. OPERATOR shall pay OWNER all costs and expenses, including
reasonable attomey's fees in any action brought by OWNER to recover any rent due and unpaid
hereunder, or for the breach or default of any of the covenants or agreements contained in this
Agreement, or to recover possession of said property, whether such action progresses to judgment
or not.
(13) Surrender ofPremises. The OPERATOR, at the expiration of said term, or any sooner terniination
of this agreement, sha11 quit peacefully and surrender possession of said properry and its
appurtenances to OWNER in as good order and condition as the property was delivered to the
OPERATOR.
(14) Indemnitv. The OPERATOR agrees to indemnify, defend, save and hold hannless the City of Saint
Paul and any agents, officers and employees thereof from all claims, demands, actions or causes of
action of whatsoever nature or character, arising out of or by reason of the Agreement of the herein
described Premises by the OWNER to the OPERATOR, or the use or condition of the Premises or
as a result ofthe operations or business activfties taking place on the Premises. It is fully understood
and agreed that OPERATOR is aware of the conditions of the Premises and agrees to operate "as
is."
(15) Holdover. Any holdover after the expiration of the term of this Agreement shall be allowed only
after receiving the written consent of the OWNER. Said occupancy shall be deemed to be a
occupancy only from month-to-month. All other terxns and conditions of this Agreement sha11 be
applicable.
(lb) Pollufion and Contaminants. OPEI2ATOR agrees to comply with all ordinances, laws, rules and
regulations enacted by any governmental body or agency relating to the control, abatement or
emission of air and water contaminants and the disposal of refuse, solid wastes or liquid wastes.
OPERATOR shall bear all costs and expenses arising from compliance with said ordinances, laws,
rules, or regulations and shall indemnify, defend, save and hold harmless OWNER from all liability,
including without limitation, fines, forfeitures, and penalties arising from the failure by OPERATOR
to comply with such ordinances, laws, rules or regulazions. The OWNER, has the right to perform
cleanup and charge the OPERATOR for such costs should the OPERATOR fail to comply.
(1'� Controlling A�reement. In the event there are any prior existing agreements between OPERATOR
and OWNER (or its predecessor in interest) covering the subject property, it is agreed and
understood that this Agreement shall cancel and terminate any prior agreements as of the effective
date of this agreement.
(18) Destruction. In the event of damage to or destruction of the Premises or in the event the premises
becomes unoccupied or unfit for occupancy due to such damage during the term ofthis Agreement,
OWNER may at its option:
A. terminate the agreement upon fifteen (15) days written notice to OPERATOR; or
qq -1�3
B. within fifteen (15) days agree to restore the premises within a reasonable tune period
following the casualty, charging the costs in excess of the insurance proceeds, if any, to the
OPERATOR; or
C_ may direct that OPERATOR promptly restore the Premises to substantially the condition
e�sting immediately prior to such damage or destruction, and for that purpose, if such dam-
age or destnxction was caused by perils insured against the O WNER shall make available to
OPERATOR pro-rata, as work progresses, the net proceeds of such insurance. If such
proceeds aze insufficient to pay the entire cost thereof, OPERATOR agrees to pay, a lump
sum payment (or in a form agreed upon by the O WNER) equal to the remainder of such cost.
The Operatars Management Fee to be paid during the restoration period sha11 be abated in proportion
to the percentage of loss and impairment of the use of the Premises as determined by the OWNER,
times the number of days of loss or impairment.
(19) Events of Default. The occurrence of any ofthe following events during the term of this Agreement
shall constitute an event of default by the OPERATOR:
A. the filing of a petition to have OPERATOR adjudicated baukrupt or a petition for
reorganization or arrangement under any laws of the United States relating to bankiuptcy
filed by OPERATOR;
B. in the event a petition to have OPERATOR adjudicated baukrupt is filed against OPERA-
TOR, the failure to dismiss such petition within ninety (90) days from the date of such filing;
C. the assets of OPERATOR or of the business conducted by OPERATOR on the Premises be
assumed by any trustee or other person pursuant to any judicial proceedings;
D. OPERATOR makes any assignment far the benefit of creditors;
E. the failure by OPERATOR to timely pay expenses as required by this Agreement;
F. the failure by OPERATOR to observe and perform any covenant, condition or agreement on
its part to be observed or performed as required by this Agreement; or
G. the failure by OPERATOR or its surety to discharge, satisfy or release any lien or lien
statement filed or recorded against the Premises within sixty (60) days after the date of such
filing or recording, whichever date is earlier.
It is an express covenant and agreement of OWNER and OPERATOR that OWNER may, at its
election, terminate this Agreement in the event of the occurrence of any of the events described in
this paragraph or in paragraph (22) relating to liens by giving not less than ten (10) days written
notice to OPERATOR; and when so terminated, O WNER may reenter the Premises. This Agreement
and its Premises sha11 not be breated as an asset of OPERATOR'S estate. It is further expressly
10
qq_1��3
undezstood and agreed that OVJNER shall be entitled upon such reentry, notwithstanding any other
provision of this Agreement, to exercise such rights and remedies as are provided in Paragraph (24)
of this Agreement.
(20) Compliance with Laws. The properry described herein may be used for only the purposes stated
herein. It is the sole and exclusive responsibility of the OPERATOR in the use of the properiy to
comply with all laws, rules, regularions or ordinances imposed by any jurisdiction affecting the use
to which the properiy is proposed to be put. Inabiliry or failure by the OPERATOR to comply with
any of said laws, rules, regulations or ordinances will not relieve the OPERATOR of the obligation
to pay the rental provided herein.
(21) Non-Discrimination. The OPERATOR for himself, his personal representatives, successors in
interest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a
covenant running with the land, that:
A. no person, on the basis ofrace, sex, color creed, religion, age, disability, marital status, status
with respect to public assistance or national origin or ancestry shall be excluded from
participating in, be denied the benefits of or be otherwise subjected to discrimination in the
use of said facilities;
B. that in connection with the conshuction of any improvements on said lands and the
furnishing of services thereon, no discrimination sha11 be practiced in the selection of em-
ployees and contractors, by contractors in the selection and retention of first tier subcontract-
ors, and by first-tier subcontractors in the selection and retention of second-tier subcon-
tractors;
C. that such discrimination shall not be practiced against the public in its access in and use of
the facilities and services provided for public accommodations (such as eating, sleeping, rest
and recreation) constructed or operated on the Premises; and
D. that the OPERATOR shall use the premises in compliance with all other requirements
imposed pursuant to the Saint Paui Legislative Code Chapter 183.
(22) Liens. The OPERATOR shall not permit mechanic's liens or other liens to be filed or established
or to remain against the Premises for labor, materiais or services furnished in connection with any
additions, modifications, improvements, repairs, renewals or replacements made to the Premises, or
far any other reason; provided that if the OPERATOR shall first notify the OWNER of its intention
to do so and sha11 deposit in escrow with the OWNER a sum of money or a bond ar irrevocable letter
of credit acceptable to the OWNER equal to the amount of the claim of lien, OPERATOR may in
good faith contest any such claims or mechanic's or other liens filed or established and in such event
may permit the items contested to remain undischarged and unsatisfied during the period of such
contest. If, in the opinion of the OWNER, the nonpayment of any such items subjects the Premises
to any loss or forfeiture, the OWNER may require the OPERATOR to use the escrow account to
promptly pay all such unpaid items and if OPERATOR fails to pay &om the escrow account, the
11
�`t-ta�3
OWNER may pay and chazge the OPERATOR.
OPERATOR sha11 have no right to subject and subordinate this agreement or Premises in any
manner to any lien, mortgage, trust agreement or any other encumbrance.
(23) Eminent Domain. In the event the entire Premises aze taken by eminent domain, or such portion
thereof is so taken that in OPERATOR'S reasonable judgement it is uneconomic thereafter to restore
the Premises and proceed under the terms and provisions of this Agreement, OPERATOR or the
OWNER may terminate this Agreement by giving to the other parry tliirty days' written notice of
termination, effective as of the date on which the condemning authority acquires legal title or
physical possession of the Premises. OPERATOR hereby waives and releases any claim to or share
in the Award of Compensation for the taking, notwithstanding any other provision of law, this
Agreement or any other agreement. OPERATOR may to the extent otherwise permitted in the
eminent domain proceeding, remove its own trade fixtures at its own expense.
(24) Default Remedies. In the event an Event of Default occurs under paragraph (19) of this Agreement,
OWNER may exercise any one or more of the following remedies:
A. reenter and take possession of the Premises without termination of this Agreement, and use
its best efforts to manage the Premises to or enter into an agreement with another person for
the account of OPERATOR;
B. terminate this agreement, exclude OPERATOR from the Premises, and use its best efforts
to contract with a new OPERATOR in accordance with applicable law;
C. exclude OPERATOR from possession of the Premises, with or without terminating this
Agreement and operate the Premises itself;
D. terminate the Agreement, exclude OPERATOR from possession ofthe Premises, sell all or
any part of the Premises at the best price obtainable (provided such sale is permitted by ap-
plicable law,) such sale to be on such terms and conditions as the OWNER, in its sole
discretion, shall determine and apply the proceeds of such sale less any expenses thereof for
the account of the OPERATOR.
E. exercise any remedies available to it under the Minnesota Uniform Commercial Code;
F. take whatever action at law or in equity may appear necessary or appropriate to collect the
Rental income and fees then due and thereafrer to become due, or to enforce performance and
observance of any obligation, agreement or covenant of the OPERATOR under this
Agreement.
G. in exercising any of its remedies set forth in this Section, the OWNER may, whether or not
the Agreement is then in effect, hold the OPERATOR liable for the difference between the
payments and other costs for which the OPERATOR is responsible under this Agreement.
12
qq- taz�
No remedy herein confened upon or reserved to OWNBR is intended to be exclusive of any other
available remedy or remedies, but each such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or thereafter existing at law or in equity by
statute. No delay or omission to exercise any such right or power accruing upon any defauit shall
impair any such right or power or sha11 be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient. In order to
entitle the OWNER to exercise any remedy reserved to it in this Provision, it shall not be necessary
to give any notice, other than such notice as may be herein expressly required.
(25) Performance by Third Parties. OPERATOR may contract with third parties to assist in its
obligations under tl�is agreement, provided no such contract shall be entered into without prior
written approval of the OWNER. The OWNER may also permit third parties to perform any and
all acts or take such action as may be necessary, on behalf of OPERATOR, to prevent or correct any
Event of Default. Such perforxnance by third parties shall not, in any way, diminish or absolve
OPERATOR of primary liability hereunder.
(26) Default of Payment. OPERATOR agrees that, should it default on any payment owing and due to
be paid to OWNER as provided in this agreement, including but not limited to Rents and Fees, then
the remaining unpaid balance sha11, at the option of the OWNER, immediately become due. Said
OPERATOR further agrees that the OWNER may, at its option and without notice to OPERATOR,
enter judgment against OPERATOR in Ramsey County District Court for the amount of the unpaid
balance. And OPERATOR does hereby confess judgment in the amount of the unpaid balance due
upon default, and does authorize the OWNER to enter judgment as provided above. OPERATOR
does hereby agree that the OWNER, at its option, may enter a judgment, at any time within one year
of the time the last payment sha11 have come due, for the full amount of the unpaid balance due
pursuant to the confession of judgment provided herein.
(27) Alterations. The OPERATOR will not make any alterations to the premises without the written
consent of the OWNER, such consent not to be unreasonably withheld. If the OPERATOR desires
to make any such alterations, an accurate description shall first be submitted to and approved by the
OWNER and such alterations shail be done by the OPERATOR at its own expense. All such work
shall be performed under the OWNER'S supervision and any improvements made to the Premises
at the OPERATOR'S expense shall become the property of the O WNER at the end of the Agreement
period. OPERATOR agrees that all alterations will be done in a workmanlike manner and in
conformance with applicable building codes, that the structural integrity and building systems ofthe
building will not be impaired, and that no liens will attach to the premises by reason thereof. Also
see Section (33) of this Agreement and E�ibit B.
(28) Termination. Except as provided elsewhere in this agreement, OPERATOR or OWNER may
ternunate this agreement by written notice to the other, not less than 180 days priar to the date of
terminarion. Upon termination of agreement, OPERATOR sha11 peacefully give up occupation and
use of the Premises and shall restore it to substantially the same condition as of the commencement
of the Agreement.
13
R9-l�.a�
(29) Effect of Waiver. In the event any agreement contained in this agreement should be breached by
either pariy, such waiver shall be limited to the particular breach so waived and shall not be deemed
to waive any other breach hereunder.
(30) Severabilitv. In the event any provision of this agreement shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof, unless such holding makes it practicably impossible for the Premises to be
operated as any outdoor mazket or parking facility.
(32) Amended. Anything herein contained to the contrary not withstanding, this Agreement may be
terminated, and the provisions of this Agreement may be, in writing, amended by mutual consent of
the parties hereto.
(33) Capital Improvements, Re�airs andlor Replacements. At the sole discretion of the Owner, a
portion of the Net Operation Income as shown in Exhibit C of this agreement maybe used toward
the cost of capital improvements, repairs and replacements of the Premises, as set forth in schedule
in Exhibit B of this agreement.
(34) Financial ReQortinE. The OPERATOR sha11 during the term of this agreement provide to the
Owner Operations and Management Expense and Revenue reports, as follows:
A. Monthy Operations and Management Expense and Revenue Reports, consisiting of
gross parking revenue, expenditures related to the operations of the Parking lot use;
2. gross fee revenues and expenditures related to the Farxners mazket use.
The monthly Operations and Managment Expense and Revenue report shall be approved to
the accuracy of the reports by the OPEKATOR and said reports sha11 be in a format utilizing
professional and industry accepted accounting standards. The OPERATOR further agrees
to make available any and a11 files to the OWNER for the purpose of verifying compliance
with the terms and conditions of this agreement. The monthy reports shall be sent to the
address as stated in Section (4) (D) Operators Management Fee Payment Address with
in 30 days of the last da of the precedin month.
B. Annual Operations and Management Expense and Revenue Reports, consisiting of
gross parking revenue, expenditures related to the operations of the Parking lot use;
2. gross fee revenues and expenditures related to the Farmers market use.
The Annual Operations and Managment Expense and Revenue (included within the
report shall be a Profit and Loss statement) report shall be approved to the accuracy
of the reports by the OPERATOR and said reports shall be in a format utilizing
14
�Q-1z13
professional and industry accepted accounring standazds. The OPERATOR sha11
provide the annual Renort to the OWNER on or before March 1, following the
preceeding yeaz. The OPERATOR further agrees to make available any and all files
to the OWNER for the purpose of verifying compliance with the terms and
conditions of this agreement.
C. Following the submission of the annual report prior to March 1 following the preceeding
year, of the as required in Section (34) B. 2. of this agreement, the OWNER and
OPERATOR sha11 meet on or before April l for the pur�ose of reviewing the previous years
financial performance and to prepare a new Exhibit C Annual Parkin� and Farmers Market
Revenue and Expense Proforma for the vear.
(35) Licensed Vendors. The OPERATOR shall ensure that vendors operating on the Premise possess
all the necessary licenses from the City of Saint Paul, Department of License, Inspection and
Environmental Protection. All vendors shall at a minimum operate their business pursuant to the
Health Rules (subject to change) as stated in Exhibit D of this agreement. The OPERATOR shall
have in their possession and available for the OWNER'S inspection copies of all licenses, permits
and the like for all vendors operating on the premises.
Annually, during the month of April, the OPERATOR shail, as mandated by City's Office of
License, Inspections and Environmental Protection, submit a list and a copy of all licenses for each
vendor who will be selling food products at the Fanners Market to the Office of License, Inspections
and Environmental Protection at 350 Saint Peter Street, Suite 300, Saint Paul, Minnesota 55102.
The list shall include the name, address, phone number and a copy of all licenses of each vendor as
well as an inventory ofthe types of food products the vendor will be selling. Thereafter, on or about
the first day of each month that the market is open for business, the OPERATOR shall submit a list
of any new vendors who will be selling foods at the market. Such list shall inciude the same
information as was required in month of April report.
(36) Restroom Facilities. During the hours of the Farmers Market operation, the OPERATOR sha11
provide adequate restroom facilities, including handicapped accessible restrooms and an ample
supply of hand washing facilities. The placement of such facilities shall lie within or adjacent to
(provided the area is under the legal control of the OPERATOR) the site boundaries as shown on
Exhibit A-2, excluding the barricaded street area.
(3'� Permits. The OPERATOR shall not be eligible for a Class B Permit from the Saint Paul Police
Department of the purpose of a Farmers Market use.
15
�tq-1��3
IN WIT'NESS WHEREOF, the parties hereto have set their hands and seals the day and yeaz in this
Agreement fust above-written.
OWNER:
Mayor
City Clerk
Director of Financial Services
Director of Technology and Management Services
Director of Public Works
Chief of Police
City Attorney (Form Approval)
OPERATOR:
Its
Its
Its
�
aq-�a�.a
Eahibit B
Capital Improvements, Repairs and/or Replacements
Condition Survey and Recommend Capital Improvements Report, dated June 8,1999, by Rich
Thompson, Engineer, Design Group, City Real Estate Division.
2000 Capital Imnrovements
Site lighting is almost none�stent and would not begin to meet the City's present standards even ifthe bulbs
were replaced regularly.
I recommend a system of new lights, installed below the netting layer, as the first priority of maintenance
expense. For budget purposes, I have assumed a scheme of 80 fixtures mounted on existing beam bottoms
with exposed conduit.
Tota1 Estimated Cost of $16,000.
One pipe boilard has been broken off and needs to be replaced at once. Bollards are necessary to protect the
main structural columns from damage by traffic.
Total Estimated Cost of $300.
Insufficent electrical outlets. Added 4-plex electrical outlets, code approved to the roof columns as shown
on the attached Exhitbit Bl. Estimated 15 new locations.
Total Estimated Cost of $4,500, if done as part of tkie lighting, $7,500, if done as a separate project.
Install restroom ea�haust ventilation system for each restroom and installation ofa new ceramic tile 12" x12"
paver type floor tile.
Total Estimated Cost of $6,500.
Repair/replace/add irrigation system for moistening produce. The system shall be design to have faucets
suitable for hose connections to use for plant and produce moistening. The system shall require the
utilization of water from the Saint Paul Water Utility domestic water supply. Water testing maybe required
and is not included in the enclosed estimate.
Total Estimated Cost of $21,000.
Installation of two roof gutters and downspouts as shown on Exhibit B-1.
Total Estimated Cost of $5,000.
17
aq -���3
Total Estimated 2000 Capital improvements $53300.00 -$58300.00 (2000 Dollars)
2001 Canital Improvements
Surface drainage of the entire site is ea�lzemely good, which has made it possible to delay repairs to the walks
and paving which would otherwise be critical by now. Nevertheless, some small areas of walk and curb
(approx. 3100 square feet of walk and SOO linear feet of curb) are now in very bad repair and should be
repiaced as soon as possible, areas as shown on Eghibit B-1. Replace the brick sidewalk azeas with a
concrete slab, embossed and colored to appeaz like brick pavers.
Total Estimated Cost of $24,900.
Total Estimated 2001 Capital improvements $24,900.00 (2001 Dollars)
2002 Capital Imurovements
The sidewalk azea shown on Exhibit B-2, which is sheltered from the weather by the canopies (approx.
14,500 square feet) should have a Condition Survey conducted in the year 2002. Based on the results of
the Condition Survey, future replacement or repair should be scheduled . Two options for the repair of the
brick surfaces:
Option A: Replace brick sidewalk areas with a concrete slab, embossed and colored to appear like
brick pavers.
Option B: Remove bricks and re-set them.
Total Estimated Cost of $200.00. (Condition Survey only)
Asphalt Parking lot - Paving surfaces aze heavily worn and cracked but not rutted or settled. The most badiy
deteriorated areas are directly under the drip line of the canopies. Generally, traffic lanes are in better shape
than pazking stalls. An overlay, rather than replacement, is appropriate for one more application, or until
exposed curb height becomes an issue. The concrete curb, gutter and integral curb/spillways should be
replaced with the first paving overlay proj ect. At a minimum, the pazking stalls should be overlayed in year
2002. Re-striping and spillway replacement should also be done at that time. The area to be worked on in
2002 is shown on Exhibit B-2.
Total Estnnated Cost of $33,100.00.
Total Estimated 2002 Capital imnrovements $33300.00 (2002 Dollazs)
��.'3
�t.q -�aa�
2003 Capital Im�rovements
Complete the remauung azeas asphalt paving as shown on E�ibit B-2.
Total Estimated Cost of $14,100.00. (2003 Dollars)
2004 Capital Improvements
The large canopy structures aze generally in very good shape, but need cleaning and painting. Netting which
was installed to prevent birds from roosting in the roof stnxcture is in fair shape, though it is coming
unattached in some areas. It would have to be removed and replaced to paint the structure. The netting also
prevents the replacement of burned out bulbs in the existing light fixtures.
Total Estimated Cost of $24,500.00. (2004 Dollars)
Future capital improvements, replacements/repairs
The fiberglass roof deck is structurally and cosmetically in fair to poor shape. Roof replacement options
from $110,000 to $275,000 and aze specifically listed as follows:
1. Overlay existing fiberglass with galvanized metal
2. Overlay existing with enameled metal
3. Remove old fibergiass and replace with ga1v.
4. Remove old f.g. and replace with enam. metal
5. Overlay old fiberglass with new fiberglass
6. Remove old f.g. and replace with new fiberglass
$110,000
$154,000
$187,000
$231,000
$198,000
$275,000
Note: a11 options are in 1999 dollars. None of the above includes any allowance for replacing fascia
boards, for painting structural steel, or for adding finished ceiling/soffits.
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Eahibit D
City of Saint Paul Health Rules
OFfICE OF LICENSE, INSPECI'IONS AND
ENVII20NMENTAL PROI"EC7tON
Roben Kusler, Drrector
CITY �r' SL�IN� Pf�UL LOWRYPROFESSIONAGBUILDING Telephone: 6�1-266-9090
Norm Cdemmq Mayor 350 St Peter Sneet, Sui[e 300 Facsfmile: bil-266-9099
SainrPau7.Mn. 55702-]510 657-266-9724
IMPORTANT CITY OF SAINT PAUL HEALTH RULES YOU NEED TO KNOW
IF YOU WANT TO SELL FOOD AT THE FARMERS MARKET
1) What health regulations apply when I am at the Farmers Market?
All of the City of Saint Paul health rules apply, however, we allow some variations to the regulations
to accommodate the existing conditions at the Market. For example, we allow the following
modifications:
In your sales area you may provide a spiggoted container filled with wann water, a soap
dispenser filled with liquid soap and single service towels to wash and dry your hands, rather
than providing a handwash sink connected to sewer and running water.
To protect your prepared and/or processed foods from being contaminated by the customers, you
must cover the foods. You may use clean plastic, provide sneeze shields or use some other
effective protection. The health inspector can help you determine which protection works best
for you.
2) Can I prepare foods (i.e. bake, boil, bottle, can, cook, fry, mix, package, pickle, etc.) at home and
sell them at the Farmers Market?
Foods prepared or processed at home are ABSOLUTELY NOT allowed to be soid at the
Market.
3) Can I prepare my £oods at the Farmers Market and sell them there?
If you want to sell or give away any foods that require handling and/or preparation, you
CANNOT do the prepazation at the Market.
If your foods require prepazation or processing, the prepazation must be done off-site at an
approved, state or locally licensed establishment. After they have been prepazed/processed you
must bring your foods to the Mazket in approved transport containers to protect them from
contamination and to hold them at the required, safe temperatures.
21
9 q -����
HOT potentially hazardous foods (i.e., MEAT, FISH, POiJLTRY, EGGS and so forth) must be
kept HOT (I 40 dea ees Fahrenheit, or hotter); COLD potentially hazardous foods must be kept
COLD (41 degrees Fahrenheit, or colder).
If foods aze to be heated at the Mazket approved equipment must be provided.
4) Do I need a license from the City of Saint Paul?
YES
You DO need a City of Saint Paul "Fanners Market" license if you sell ar give away processed
or prepared foods (i.e., bakery products, sandwiches, cheese samples, fish samples, processed
poultry, pork or bee fl. To apply for a license ca11266-9090.
NO
You DO NOT need a City of Saint Paul "Farmers Mazket" license if you are only selling your
ownhome grownunprocessed foodproducts (i.e., vegetables, fruits, flowers, honey, unprocessed
fish, etc.).
Note: Please contact the Minnesota Department of Agriculture at 296-2627 for their license
requirements and regulations.
5) Can I bring my pets to the Farmers Market?
Pets are NOT allowed in the food sales azea of the Market, except police patrol dogs and service
dogs, such as guide docs for the blind/deaf .
22
Return copy to:
Real Estate Division
140 City Hali
OR1GlI�AL
Presented By
Referred To
Council F51e # qq_ 1�,3
Green Sheet # � �� Z �
INNESOTA
�
Committee: Date
BE IT RESOLVED, that the proper City officials are hereby authorized and directed to execute an
agreement with the Saint Paul Growers Associauon to operate the Farmers' Market and Municipal
Parking Lot over a period of four years and eleven months beginning February 1, 2000.
Adopuo' �ertified by
By: � ��, '
�
Requested by Department of:
Technoloev & Management Services
B : �..1���`Z�L�%G�
Y
Direc��
Form Approved by City Attorney y<
By: ���G✓trv�^e. /�� 2.'3'c�' «
Adopted by Council: Date n�. �-2, �\`l`��.
.M.S./REAL ESTATE DIVISION Date: November 10,1999 ree She t Number: 100922
nfact Petson and Phone N¢nd�er: 2 EPAR �II'i�� Q2Ty � � (, ,r C1TY COi1NCII, Q e_��,��
���� j 'l l
Dave Nelson 266-8850 I � �`
3 UDGETDII2ECTOR FETCEOFFINANCfALSVCS
as[beonCo�dAg�daby: 4 YOR(ORAS57ST 6 FSTATEDIV75ION
OTAL # OF SIGNATURE PAGES 1(CLIP ALL LOCATIONS FOR GNATURE)
CTION REQUESTED:
To authorize the execution of a four year eleven month agreement with the Saint Paul Growers
Association for the operation of the Farmer's Market and Municipal Parlang Lot
Ref: 1. Resolution for consideration; 2. Sample copy ofAgreement TMS/1; 3. Maps.
coMbIENDATIONS: APPROVE (A) oR REJECT pi) ERSONAL SERVLCE CONTBACTS MUST ANSWGR THE FOLLOWING:
. Has the person�rn� ever worked �der a contract for tltis deparhnent? YES NO
PL9MVINGCOMMISSION A STAFF
Eias thisperso�6rm ever been a City employee? IF.S NO
CNIL SERVIC6 COMMISSION
. Does this person/Hrmpossess a sltill not normally possessed by any YES NO
cm•rent CSty employee?
CIB COMMITTEE
E lain all YES answers on a se arate sheet and atfach.
UPPORTS WHICH COUNCIL
BJECTIVE?
OUNCIL WARD(S) 'L DISTRICT PLANNING COUNCII, ].']
'I7ATING PROBLEM, ISSiTE, OPPORTUNITY (Who, Whay Wheu, Where, Why?):
The City requires the services of an organization familiar with farmers' market and parking lot
operations.
VANTAGES IF AYPROVE4:
A qualified organization will administer the operations of the Farmers' Market and parldng lo�
ISADVANTAGESIFAPPROVED: mis''"m'Yi:i? `�."'trS'�:::'R#;;st"=.
None � � � � � ���
ISADVANTAGES IF NOT APPROVED:
The CiTy would have to fmd another organization with the proper qualifications to operate the
facility. . . . . ...............__ . _ �
OTAL AMOUNT OF TRANSACTION: $ 221�,30 COST/REVENUE BUDGETED (CIRCLE ONE) YES NO
mre so�cE: operating income from market & parldng AcrivrrY xo�Ex:
NANCIAL A*I�'ORMATION: (EXPLAi�
The projected income to the City from operations of the farmers' market and parlang lot will be
in the range of $290,000 after all operating expenses. (See Earhibit "C")
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(TMSl) version date 9/9/99 revised 9/23/99 revised 11/10/99
Authority (C.F. or A.O.)
Agreement NO.
FINANCE DEPT. Agreement NO. TMS 1
DATE: Februaz�
OWNER: CITY OF SAINT PAUL
Department of TMS Real Estate Division
OPERATOR: SA1NT PAUL GROWERS ASSOCIATION
(1) Premises.
specified t
hereby c�
is
in
paid to the OPER?
t OPERATOR the
itown St. Paul, bow
Lots 1 thru 6, Block
Addition adjacent the
between Fourth Str�
SAINT PAUL
L4TIONS
ie p�merit�of the Management Fee hereinafter
venants and agreements herein contained, does
ina r referred to as the "Premises," is property
St., Fifth St., Broadway St. and Wall St. and which
tney And Smith's Addition and that portion of Kittson's
�n ying between said lots 1 thru 6 and Broadway Street and
Fifth Street.
together with buildirigs, fiatures in such buildings, improvements and structures, if any, located
thereon including portions of public streets (subject to specified times), which area is indicated on
the attached:
Exhibit A-1 Parking Operations area;
Exhibit A-2 Farmers Market Operations area Saturday-Sunday from April to November;
Exhibit A-3 Farmers Mazket Operations area Weekday from April to November.
OPERATOR may use those portions of nublic streets indicated on E�ibit A-2 for Farmers Market
operations only, provided:
aq-�z�
A. OPERATOR sha11 prior to each annual Farmers Market selling season, submit and
obtain approval in writing from the Department of Public Works for a barricading
and traffic controi plan in conforxnance with Exhibit A-2.
B. The signing of this agreement by all parties, and adherence to all the requirements
constitutes pernussion by the Department of Public Works to use the public right-of-
way as shown on Exhibit A-2, and no fiuther permits are required from the
Department of Public Works. The OPERATOR will be required to pay any labor and
equipment chazges associated with tra�c control which the Department of Public
Warks perForms as a result of this agreement.
C. OPERATOR is also fully awaze that the City at any time and for any reason may
ternunate use ofthese pubiic streets for market purposes. The OWNER shall attempt
to provided the OPERATOR reasonable notice of this termination . OPERATOR
shall promptly and reasonably discontinue the use of said public streets under this
agreement and sha11 surrender the streets to City, consistent with Section 20.
D. OPERATOR shall keep the streets clean, with trash and rubbish completely removed
at the close of each market day.
E. OPERATOR shall use barricades of a type approved by the Department of Public
Works. OPERATOR shall set up and take down the barricades as directed by the
Department of Public Works. OPERATOR shall be responsible to maintain and
provide secured starage of the barricades during non-market operations. The
barricades including legs, rails and any other parts must lie within the boundaries as
shown on Exhibit A-2.
F. Any striping or painting of parking stalls shall be in a manner approved by the
Department of Public Works.
G. OPERATOR sha11 ensure that a traffic lane as shown on Exhibit A-2, remains open
for emergency vehicles and access to adjacent private property.
H. The hours during which OPERATOR may implement Exhibit A-2 are as follow:
consistent with Chapter 11 ofthe Saint Paul Legislative Code which is fartliat period
from April 15 through November 15 beginning at midnight on Friday night of each
week and ending at 10:00 p.m. on Sunday.
aq-�z��
(2) Term of A¢reement. This agreement shall be in effect for a term commencing and ending on the
dates indicated below, unless terminated earlier by the OWNER as provided herein.
Term
(Months/Yeazs) Commencing Date Ending Date
4 year i l months February 1, 2000 December 31, 2004
(3) Use of Premises. The OPERATOR shall use and occupy the Premises for the following purpose:
A. for market purposes consistent with Chapter 11 of the Saint Paul Legislative Code which is
for that period from April 15 through November 15 beginning at midnight on Friday night
of each week and ending at 10:00 p.m. on Sunday.
B. to operate during non-mazket hours, a pazking lot, for the benefit of the OWNER, subject
to the requirements of Chapter 11 of the Saint Paul Legislative Code or any other applicable
law.
OPERATOR is prohibited from any other use, without the prior written consent of OWNER.
Except for rights specifically granted in this agreement, OPERATOR shall have no interest in the
land, improvements or equipment located on the Premises.
(4) Operators Management Fee. The OWNER shall compensate the OPERATOR on a fixed fee basis
as shown in Exhibit C of this Agreement for the Parking Lot Operations and the Farmers Mazket
Operations.
A. Fee Payment. OPERATOR shall deduct their earned monthly fees from the NIO payment sent
to the OWNER quarterly as shown Section (4) D Payment Address of this agreement.
B. Oneratin�Expenses and Revenue Collection. The OPERATOR shall be responsible for the
collection for all the income as shown in Exhibit C of this agreement. OPERATOR shall be
obligated to pay under this paragraph or other provisions (including Exhibit C) of this Agreement
including, but is not limited to, the following fees, costs and expenses which are incurred during the
term of occupation as described in Section 2 or as expanded:
all utilities, including water, electric, gas, telephone, sewage and gazbage collection
and disposal as specified in Section (11) of this Agreement;
2. costs for the repairs, improvements or alterations required to be made by the
OPERATOR in Section (11) and Section (34) and Eghibit B of this Agreement;
3. a11 taxes on realty or personalty, general or special (in the event the OWNER no
longer enjoys tax-exempt status ofthe premises); a11 public rates, dues, charges and
�tR -11�.3
assessments, general or special, ofany kind uponthe Premises as specified in Section
(5) of this Agreement; and
4. propezry insurance premiuxn and/or uninsured losses as set forth in Section ('� ofthis
Agreement.
In the event, that OPERATOR does not make such payments, O WNER may make the payments at
its option, and the payments shall be deducted from the OPERATOR Management Fee.
C. Net Operafing Income INOn Adjustments. Adjustments to the NOI sha11 be as follows:
In the event, the projected Net Operating Income (NOI) exceeds the projected annual
amount as shown on Exhibit C, for each dollaz ($1.00) of additional of NOI, the
OPERATOR shall receive from the OWNER as Additional Management Fee $.33
per $1.00 of NOI.
2. In the event, the actual NOI is less that the projected amount, as reported in the
monthly reports prepared and furnished by the OPERATOK, the OWNER sha11
review the options with the OPERATOR to restore the NOI to the project level.
OPERATOR shail be required to take steps to ensure that the OWNER'S NOI shall
increase 5% per year over the term of this agreement.
4. OWNER shall have the option to assess the Farmers Market vendors via the
OPERATOR, a yeazly fee to ensure that the total funds (NIO and Fee) recieved by
the OWNER equals the projected NOI for a given year.
D. Pavment Address. OPERATOR sha11 make payments of the collected NOI to the OWNER on
the dates stated below and consistent with Section (34) Financial Report of this Agreement at the
foliowing address: Plannine and Economic Development De�utment, Attention: Tom Mever. De�t
Accountant. 1400 City Hall Annex. 25 West Fourth St.. St. Paul, MN 55102
The applicabie account number for Caty Finance Accounting Code is: 130-36100-5239
All Net Operating Income shall be payable on the dates as follows:
Pavment Date I�iOI Collection Period
4/30/2000 2/1/2000-3/31/2000
7/30/2000 4/1/2000-6/30/2000
10/30/2000 7/1/2000-9/30/2000
�
aq _►ia�
1/30/2001 10/1/2000-12/31/2000
4/30/2001 1/1/2001-3/31/2001
7/30/2001 4/1/2001-6/30/2001
l0/30/2001 7/1/2001-9/30/2001
1(30f2�02 1011f2001-12(31(2001
4/30/2002 1/1/2002-3/31/2002
7/30/2002 4/1/2002-6/30/2002
10/30/2002 7/1/2002-9/30/2002
1/30/2003 10/1/2002-12/31/2002
4/30/2003 1/1/2003-3/31/2003
7/30/2003 4/1/2003-6/30/2003
10130/2003 7/112003-9130/2003
1/30/2004 10/1/2003-12/31/2003
4/30/2004 1/1/2004-3/31/2004
7/30/2004 4/1/2004-6/30/2004
10/30/2004 7/1/2004-9/30/2004
1130/2005 10l1l2004-12l31/2004
The OWNER shall reduce the OPERATOR Management Fee by 1% per day for each day the
payment is late.
(5) Taxes. The OWNER and OPERATOR acknowledge that the premise is owned and operated on
behalf of the OWNER based upon Minn. Stat. 272.01, Subd. 2(b)(1), which the OWNER has the
right to operate a public market and municipal parking facility exempt from state ad valorem tases.
If the laws of the State of Minnesota subsequently authorize the levy of a tax on properry owned by
the political subdivision, the payment of said taxes shall be the responsibility of the OPERATOR
on behalf ofthe OWNER as cover in Section (4) B Operating Egpenses and Revenue Collection
5
aq -�a.� �
ofthis Agreement. OWNER may at its option require the OPERATOR to pay such contested tases
pending appeal, to place in escrow a sum sufficient to pay said t�es, or take other action that will
remove said contested taxes as an encumbrance to ritle or as an exception to the transferability of
marketable title to the Premises. If by some acrion of the State renders the properry taxable for state
ad valorem tases, the O WNER and OPERATOR shall readdress the operation budget to account for
the new tax expense.
(6) Ri�ht of Entrv. At a11 times during the term of this agreement, the OWNER shall have the right,
by itself, its agents and employees, to enter into and upon the Premises during reasonable business
hours or, in the event of an emergency, at any time for any legitimate purpose.
(7) Insurance.
A. OWNER'S Insurance. The OWNER shall acquire and keep in effect during the term of
this agreement the following coverages:
1. FIRE AND ALL RISK INSURANCE, on the Premises with limits of not less than
$210,000 for year 2000, sha11 be purchased by the OWNER; the OPEI2ATOR shall
pay, as Additional Rent, the premium far said insurance. In the event of a claim, the
deductible shall be paid from the Risk Retention Fund, which is manage by City Real
Estate Division. Said insurance names the City of Saint Paul as the insured. With
respect to any loss ofthe OWNER'S property not covered by insurance, it shall be the
responsibility of the OPERATOR, within a reasonable time, to pay a11 costs to repair
or replace the damaged property with like kind, such reasonable time to be
determined by the OWNER.
B. OPERATOR'S Insurance. The OPERATOR shall acquire during the term of this agreement the
following coverage:
1. FIRE AND ALL RISK INSURANCE, the OPERATOR shall be responsible for the
self insurance of, or the acquisition of Commercial Properry Insurance on its owned,
or in the care, custody and control of others personal property.
2. COMMERCIAL GENERAI, LIABILITY INSURANCE including blanket
contractual liability coverage, personal in}ury liability coverage and broad form
properry damage liability endorsement with a combined single limit of not less than
$1,000,000 per occurrence and shall be purchased by the OPERATOR. Such
insurance shall: (a) name the Housing and Redevelopment Authority of the City of
Saint Paul and the City of Saint Paul as additional insured; (b) be primary with
respect to OWNER'S insurance or self-insurance; (c) not exclude explosion, collapse
and underground properry damage; (d) be written on an"Occurrence" Form policy
basis; and (e) not contain an"aggregate" policy limit unless specifically approved in
writing by OWNER.
0
Rg -1 aa 3
3. AUTOMOBILE LIABILITY INSURANCE with minimum limits of $750,000
combined single limit and $1,500,000 aggregate, covering hired, non-owned and
owned automobiles.
4. WORKERS' COMPENSATION INSi.7RANCE with not less than statutory minimum
lnnits; and EMPLOYET2S' LIABILITY INSiJRANCE with minimum innits of at
least $300,000 per occurrence and with an all states endorsement.
The OPERATOR shall supply to OWNER current insurance certificates for policies
required in Section ('n. The said certificates shall certify whether or not the agent
has errors and omissions insurance coverage.
6. The limits cited under each insurance requirement above establish minimums; and
it is the sole responsibility of the OPERATOR to purchase and maintain additional
insurance that may be necessary in relation to this agreement.
7. Nothing in this contract shall constitute a waiver by the OWNER of any statutory
limits or exceptions on liability.
8. OPERATOR shall place the insurance with responsible insurance companies
authorized and licensed to do business in the State of Minnesota and approved by
OWNER, and shall deliver copies of the policies to OWNER on the date of
OPERATOR'S execufion ofthis agreement. The policies required in Section (7) sha11
be endorsed to indicate that the insurer cannot cancel or change the insurance without
first giving the OWNER 60 days' written notice.
9. Insurance limits shall be subject to the tort claims liability limits as set forth in
Chapter 466 of Minnesota Statutes.
10. It is specifically understood and agreed that all of the proceeds of such insurance
policies shall belong to and be payable to the OWNER and that the OWNER, after
application of such proceeds to the loss, may apply any remaining proceeds to a
separate, non-insured loss of the OPERATOR.
11. If for any reason any of the insurance hereunder is void, the OPERATOR is
responsible to the OWNER for the total amount of uninsured loss.
12. Waiver of Subrogation. OWNER waives its right of subrogation for damage to the
Building, contents therein, loss of use thereof, and/or loss of income, up to the
amount ofinsurance proceeds collected. OPERATORwaives its right ofsubrogation
for damage to properiy in the Premises, loss of use thereof, loss of income and/or
accounts receivable, up to the amount of their respective insurance proceeds col-
lected. The parties shall notify their respective insurance companies, in writing, of
the provisions of this paragraph; and, if either cannot waive its subrogation rights,
aq-�za3
such parry shall immediately notify the other party, in writing.
(8) Cancellarion or Termination. This agreement shall be subject to cancellation and termination by
OWNER or OPERATOR at any time during the term hereof by giving notice in writing at one
hundred eighty (180) days prior to the date when such termination shall become effective. In the
event of such termination, and on the effective date of such termination, OPERATOR shall return
any unearned Management Fee paid by the OWNER.
(9) Notice. All notices herein provided to be given, or that may be given by either party to the other,
shall be deemed to have been fixlly given when served personally on OWNER or OPERATOR, or
when made in writing and deposited in the United States Mail, certified and postage prepaid, and
addressed to:
OPERATOR at the address stated on page (1);
OWNER at the Real Estate Dvision, 140 City Hall, 15 West Kellogg Blvd., St. Paul,
Minnesota 55102.
The address to which the notice shall be mailed may be changed by written notice given by either
party to the other. Nothing herein shall preclude the giving of such address change notice by
personal service.
(10) Assienment. OPERATOR shall not assign this Agreement without the written consent of the
OWNER, which consent must be obtained prior to the execution of any agreement to the Premises.
(il) Maintenance and Repairs. OPERATOR shall, at its own cost and expense, be responsible £or a11
repairs, maintenance and upkeep (excluding the Capital Improvements, Repaixs and/or Replacements
as specified in Eghibit B ofthis Agreement) ofthe Premises, including but not limited to emergency
repairs of any kind; routine maintenance and repair to keep the Premises in good repair, safe and in
compliance with applicable fire, health, building and other life-safety codes; and all repairs and
maintenance needed to keep the buildings or shuctures on the Premises in good condition, including,
but not limited to, (a) the exterior (including windows and doors) and interior structure of the
buildings or structures, (b) the roof or roofs, (c) the heating, ventilating and air conditioning systems
therein, (d) all electrical, plumbing, lighting, mechanical systems, fire suppression equipment, i.e.
fire sprinkler system; (e) all grounds, fences, parking lot and roads within the Premises. The
foregoing obligations shall bind the OPERATOR regardless of the cause of the damage or condition
necessitating the repair or maintenance.
OPERATOR sha11 keep the Premises in a clean and safe condition, free of accumulauon of dirt and
debris. It sha11 also be responsible for the removal from the premises of vehicles or equipment
located beyond the mazket period.
The OWNER may contribute funds as stated in Section (33) of this Agreement for scheduled
Improvements as set forth in Exhibit B of this Agreement.
qq-►�a3
(12) Payments in Case of Default. OPERATOR shall pay OWNER all costs and expenses, including
reasonable attomey's fees in any action brought by OWNER to recover any rent due and unpaid
hereunder, or for the breach or default of any of the covenants or agreements contained in this
Agreement, or to recover possession of said property, whether such action progresses to judgment
or not.
(13) Surrender ofPremises. The OPERATOR, at the expiration of said term, or any sooner terniination
of this agreement, sha11 quit peacefully and surrender possession of said properry and its
appurtenances to OWNER in as good order and condition as the property was delivered to the
OPERATOR.
(14) Indemnitv. The OPERATOR agrees to indemnify, defend, save and hold hannless the City of Saint
Paul and any agents, officers and employees thereof from all claims, demands, actions or causes of
action of whatsoever nature or character, arising out of or by reason of the Agreement of the herein
described Premises by the OWNER to the OPERATOR, or the use or condition of the Premises or
as a result ofthe operations or business activfties taking place on the Premises. It is fully understood
and agreed that OPERATOR is aware of the conditions of the Premises and agrees to operate "as
is."
(15) Holdover. Any holdover after the expiration of the term of this Agreement shall be allowed only
after receiving the written consent of the OWNER. Said occupancy shall be deemed to be a
occupancy only from month-to-month. All other terxns and conditions of this Agreement sha11 be
applicable.
(lb) Pollufion and Contaminants. OPEI2ATOR agrees to comply with all ordinances, laws, rules and
regulations enacted by any governmental body or agency relating to the control, abatement or
emission of air and water contaminants and the disposal of refuse, solid wastes or liquid wastes.
OPERATOR shall bear all costs and expenses arising from compliance with said ordinances, laws,
rules, or regulations and shall indemnify, defend, save and hold harmless OWNER from all liability,
including without limitation, fines, forfeitures, and penalties arising from the failure by OPERATOR
to comply with such ordinances, laws, rules or regulazions. The OWNER, has the right to perform
cleanup and charge the OPERATOR for such costs should the OPERATOR fail to comply.
(1'� Controlling A�reement. In the event there are any prior existing agreements between OPERATOR
and OWNER (or its predecessor in interest) covering the subject property, it is agreed and
understood that this Agreement shall cancel and terminate any prior agreements as of the effective
date of this agreement.
(18) Destruction. In the event of damage to or destruction of the Premises or in the event the premises
becomes unoccupied or unfit for occupancy due to such damage during the term ofthis Agreement,
OWNER may at its option:
A. terminate the agreement upon fifteen (15) days written notice to OPERATOR; or
qq -1�3
B. within fifteen (15) days agree to restore the premises within a reasonable tune period
following the casualty, charging the costs in excess of the insurance proceeds, if any, to the
OPERATOR; or
C_ may direct that OPERATOR promptly restore the Premises to substantially the condition
e�sting immediately prior to such damage or destruction, and for that purpose, if such dam-
age or destnxction was caused by perils insured against the O WNER shall make available to
OPERATOR pro-rata, as work progresses, the net proceeds of such insurance. If such
proceeds aze insufficient to pay the entire cost thereof, OPERATOR agrees to pay, a lump
sum payment (or in a form agreed upon by the O WNER) equal to the remainder of such cost.
The Operatars Management Fee to be paid during the restoration period sha11 be abated in proportion
to the percentage of loss and impairment of the use of the Premises as determined by the OWNER,
times the number of days of loss or impairment.
(19) Events of Default. The occurrence of any ofthe following events during the term of this Agreement
shall constitute an event of default by the OPERATOR:
A. the filing of a petition to have OPERATOR adjudicated baukrupt or a petition for
reorganization or arrangement under any laws of the United States relating to bankiuptcy
filed by OPERATOR;
B. in the event a petition to have OPERATOR adjudicated baukrupt is filed against OPERA-
TOR, the failure to dismiss such petition within ninety (90) days from the date of such filing;
C. the assets of OPERATOR or of the business conducted by OPERATOR on the Premises be
assumed by any trustee or other person pursuant to any judicial proceedings;
D. OPERATOR makes any assignment far the benefit of creditors;
E. the failure by OPERATOR to timely pay expenses as required by this Agreement;
F. the failure by OPERATOR to observe and perform any covenant, condition or agreement on
its part to be observed or performed as required by this Agreement; or
G. the failure by OPERATOR or its surety to discharge, satisfy or release any lien or lien
statement filed or recorded against the Premises within sixty (60) days after the date of such
filing or recording, whichever date is earlier.
It is an express covenant and agreement of OWNER and OPERATOR that OWNER may, at its
election, terminate this Agreement in the event of the occurrence of any of the events described in
this paragraph or in paragraph (22) relating to liens by giving not less than ten (10) days written
notice to OPERATOR; and when so terminated, O WNER may reenter the Premises. This Agreement
and its Premises sha11 not be breated as an asset of OPERATOR'S estate. It is further expressly
10
qq_1��3
undezstood and agreed that OVJNER shall be entitled upon such reentry, notwithstanding any other
provision of this Agreement, to exercise such rights and remedies as are provided in Paragraph (24)
of this Agreement.
(20) Compliance with Laws. The properry described herein may be used for only the purposes stated
herein. It is the sole and exclusive responsibility of the OPERATOR in the use of the properiy to
comply with all laws, rules, regularions or ordinances imposed by any jurisdiction affecting the use
to which the properiy is proposed to be put. Inabiliry or failure by the OPERATOR to comply with
any of said laws, rules, regulations or ordinances will not relieve the OPERATOR of the obligation
to pay the rental provided herein.
(21) Non-Discrimination. The OPERATOR for himself, his personal representatives, successors in
interest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a
covenant running with the land, that:
A. no person, on the basis ofrace, sex, color creed, religion, age, disability, marital status, status
with respect to public assistance or national origin or ancestry shall be excluded from
participating in, be denied the benefits of or be otherwise subjected to discrimination in the
use of said facilities;
B. that in connection with the conshuction of any improvements on said lands and the
furnishing of services thereon, no discrimination sha11 be practiced in the selection of em-
ployees and contractors, by contractors in the selection and retention of first tier subcontract-
ors, and by first-tier subcontractors in the selection and retention of second-tier subcon-
tractors;
C. that such discrimination shall not be practiced against the public in its access in and use of
the facilities and services provided for public accommodations (such as eating, sleeping, rest
and recreation) constructed or operated on the Premises; and
D. that the OPERATOR shall use the premises in compliance with all other requirements
imposed pursuant to the Saint Paui Legislative Code Chapter 183.
(22) Liens. The OPERATOR shall not permit mechanic's liens or other liens to be filed or established
or to remain against the Premises for labor, materiais or services furnished in connection with any
additions, modifications, improvements, repairs, renewals or replacements made to the Premises, or
far any other reason; provided that if the OPERATOR shall first notify the OWNER of its intention
to do so and sha11 deposit in escrow with the OWNER a sum of money or a bond ar irrevocable letter
of credit acceptable to the OWNER equal to the amount of the claim of lien, OPERATOR may in
good faith contest any such claims or mechanic's or other liens filed or established and in such event
may permit the items contested to remain undischarged and unsatisfied during the period of such
contest. If, in the opinion of the OWNER, the nonpayment of any such items subjects the Premises
to any loss or forfeiture, the OWNER may require the OPERATOR to use the escrow account to
promptly pay all such unpaid items and if OPERATOR fails to pay &om the escrow account, the
11
�`t-ta�3
OWNER may pay and chazge the OPERATOR.
OPERATOR sha11 have no right to subject and subordinate this agreement or Premises in any
manner to any lien, mortgage, trust agreement or any other encumbrance.
(23) Eminent Domain. In the event the entire Premises aze taken by eminent domain, or such portion
thereof is so taken that in OPERATOR'S reasonable judgement it is uneconomic thereafter to restore
the Premises and proceed under the terms and provisions of this Agreement, OPERATOR or the
OWNER may terminate this Agreement by giving to the other parry tliirty days' written notice of
termination, effective as of the date on which the condemning authority acquires legal title or
physical possession of the Premises. OPERATOR hereby waives and releases any claim to or share
in the Award of Compensation for the taking, notwithstanding any other provision of law, this
Agreement or any other agreement. OPERATOR may to the extent otherwise permitted in the
eminent domain proceeding, remove its own trade fixtures at its own expense.
(24) Default Remedies. In the event an Event of Default occurs under paragraph (19) of this Agreement,
OWNER may exercise any one or more of the following remedies:
A. reenter and take possession of the Premises without termination of this Agreement, and use
its best efforts to manage the Premises to or enter into an agreement with another person for
the account of OPERATOR;
B. terminate this agreement, exclude OPERATOR from the Premises, and use its best efforts
to contract with a new OPERATOR in accordance with applicable law;
C. exclude OPERATOR from possession of the Premises, with or without terminating this
Agreement and operate the Premises itself;
D. terminate the Agreement, exclude OPERATOR from possession ofthe Premises, sell all or
any part of the Premises at the best price obtainable (provided such sale is permitted by ap-
plicable law,) such sale to be on such terms and conditions as the OWNER, in its sole
discretion, shall determine and apply the proceeds of such sale less any expenses thereof for
the account of the OPERATOR.
E. exercise any remedies available to it under the Minnesota Uniform Commercial Code;
F. take whatever action at law or in equity may appear necessary or appropriate to collect the
Rental income and fees then due and thereafrer to become due, or to enforce performance and
observance of any obligation, agreement or covenant of the OPERATOR under this
Agreement.
G. in exercising any of its remedies set forth in this Section, the OWNER may, whether or not
the Agreement is then in effect, hold the OPERATOR liable for the difference between the
payments and other costs for which the OPERATOR is responsible under this Agreement.
12
qq- taz�
No remedy herein confened upon or reserved to OWNBR is intended to be exclusive of any other
available remedy or remedies, but each such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or thereafter existing at law or in equity by
statute. No delay or omission to exercise any such right or power accruing upon any defauit shall
impair any such right or power or sha11 be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient. In order to
entitle the OWNER to exercise any remedy reserved to it in this Provision, it shall not be necessary
to give any notice, other than such notice as may be herein expressly required.
(25) Performance by Third Parties. OPERATOR may contract with third parties to assist in its
obligations under tl�is agreement, provided no such contract shall be entered into without prior
written approval of the OWNER. The OWNER may also permit third parties to perform any and
all acts or take such action as may be necessary, on behalf of OPERATOR, to prevent or correct any
Event of Default. Such perforxnance by third parties shall not, in any way, diminish or absolve
OPERATOR of primary liability hereunder.
(26) Default of Payment. OPERATOR agrees that, should it default on any payment owing and due to
be paid to OWNER as provided in this agreement, including but not limited to Rents and Fees, then
the remaining unpaid balance sha11, at the option of the OWNER, immediately become due. Said
OPERATOR further agrees that the OWNER may, at its option and without notice to OPERATOR,
enter judgment against OPERATOR in Ramsey County District Court for the amount of the unpaid
balance. And OPERATOR does hereby confess judgment in the amount of the unpaid balance due
upon default, and does authorize the OWNER to enter judgment as provided above. OPERATOR
does hereby agree that the OWNER, at its option, may enter a judgment, at any time within one year
of the time the last payment sha11 have come due, for the full amount of the unpaid balance due
pursuant to the confession of judgment provided herein.
(27) Alterations. The OPERATOR will not make any alterations to the premises without the written
consent of the OWNER, such consent not to be unreasonably withheld. If the OPERATOR desires
to make any such alterations, an accurate description shall first be submitted to and approved by the
OWNER and such alterations shail be done by the OPERATOR at its own expense. All such work
shall be performed under the OWNER'S supervision and any improvements made to the Premises
at the OPERATOR'S expense shall become the property of the O WNER at the end of the Agreement
period. OPERATOR agrees that all alterations will be done in a workmanlike manner and in
conformance with applicable building codes, that the structural integrity and building systems ofthe
building will not be impaired, and that no liens will attach to the premises by reason thereof. Also
see Section (33) of this Agreement and E�ibit B.
(28) Termination. Except as provided elsewhere in this agreement, OPERATOR or OWNER may
ternunate this agreement by written notice to the other, not less than 180 days priar to the date of
terminarion. Upon termination of agreement, OPERATOR sha11 peacefully give up occupation and
use of the Premises and shall restore it to substantially the same condition as of the commencement
of the Agreement.
13
R9-l�.a�
(29) Effect of Waiver. In the event any agreement contained in this agreement should be breached by
either pariy, such waiver shall be limited to the particular breach so waived and shall not be deemed
to waive any other breach hereunder.
(30) Severabilitv. In the event any provision of this agreement shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof, unless such holding makes it practicably impossible for the Premises to be
operated as any outdoor mazket or parking facility.
(32) Amended. Anything herein contained to the contrary not withstanding, this Agreement may be
terminated, and the provisions of this Agreement may be, in writing, amended by mutual consent of
the parties hereto.
(33) Capital Improvements, Re�airs andlor Replacements. At the sole discretion of the Owner, a
portion of the Net Operation Income as shown in Exhibit C of this agreement maybe used toward
the cost of capital improvements, repairs and replacements of the Premises, as set forth in schedule
in Exhibit B of this agreement.
(34) Financial ReQortinE. The OPERATOR sha11 during the term of this agreement provide to the
Owner Operations and Management Expense and Revenue reports, as follows:
A. Monthy Operations and Management Expense and Revenue Reports, consisiting of
gross parking revenue, expenditures related to the operations of the Parking lot use;
2. gross fee revenues and expenditures related to the Farxners mazket use.
The monthly Operations and Managment Expense and Revenue report shall be approved to
the accuracy of the reports by the OPEKATOR and said reports sha11 be in a format utilizing
professional and industry accepted accounting standards. The OPERATOR further agrees
to make available any and a11 files to the OWNER for the purpose of verifying compliance
with the terms and conditions of this agreement. The monthy reports shall be sent to the
address as stated in Section (4) (D) Operators Management Fee Payment Address with
in 30 days of the last da of the precedin month.
B. Annual Operations and Management Expense and Revenue Reports, consisiting of
gross parking revenue, expenditures related to the operations of the Parking lot use;
2. gross fee revenues and expenditures related to the Farmers market use.
The Annual Operations and Managment Expense and Revenue (included within the
report shall be a Profit and Loss statement) report shall be approved to the accuracy
of the reports by the OPERATOR and said reports shall be in a format utilizing
14
�Q-1z13
professional and industry accepted accounring standazds. The OPERATOR sha11
provide the annual Renort to the OWNER on or before March 1, following the
preceeding yeaz. The OPERATOR further agrees to make available any and all files
to the OWNER for the purpose of verifying compliance with the terms and
conditions of this agreement.
C. Following the submission of the annual report prior to March 1 following the preceeding
year, of the as required in Section (34) B. 2. of this agreement, the OWNER and
OPERATOR sha11 meet on or before April l for the pur�ose of reviewing the previous years
financial performance and to prepare a new Exhibit C Annual Parkin� and Farmers Market
Revenue and Expense Proforma for the vear.
(35) Licensed Vendors. The OPERATOR shall ensure that vendors operating on the Premise possess
all the necessary licenses from the City of Saint Paul, Department of License, Inspection and
Environmental Protection. All vendors shall at a minimum operate their business pursuant to the
Health Rules (subject to change) as stated in Exhibit D of this agreement. The OPERATOR shall
have in their possession and available for the OWNER'S inspection copies of all licenses, permits
and the like for all vendors operating on the premises.
Annually, during the month of April, the OPERATOR shail, as mandated by City's Office of
License, Inspections and Environmental Protection, submit a list and a copy of all licenses for each
vendor who will be selling food products at the Fanners Market to the Office of License, Inspections
and Environmental Protection at 350 Saint Peter Street, Suite 300, Saint Paul, Minnesota 55102.
The list shall include the name, address, phone number and a copy of all licenses of each vendor as
well as an inventory ofthe types of food products the vendor will be selling. Thereafter, on or about
the first day of each month that the market is open for business, the OPERATOR shall submit a list
of any new vendors who will be selling foods at the market. Such list shall inciude the same
information as was required in month of April report.
(36) Restroom Facilities. During the hours of the Farmers Market operation, the OPERATOR sha11
provide adequate restroom facilities, including handicapped accessible restrooms and an ample
supply of hand washing facilities. The placement of such facilities shall lie within or adjacent to
(provided the area is under the legal control of the OPERATOR) the site boundaries as shown on
Exhibit A-2, excluding the barricaded street area.
(3'� Permits. The OPERATOR shall not be eligible for a Class B Permit from the Saint Paul Police
Department of the purpose of a Farmers Market use.
15
�tq-1��3
IN WIT'NESS WHEREOF, the parties hereto have set their hands and seals the day and yeaz in this
Agreement fust above-written.
OWNER:
Mayor
City Clerk
Director of Financial Services
Director of Technology and Management Services
Director of Public Works
Chief of Police
City Attorney (Form Approval)
OPERATOR:
Its
Its
Its
�
aq-�a�.a
Eahibit B
Capital Improvements, Repairs and/or Replacements
Condition Survey and Recommend Capital Improvements Report, dated June 8,1999, by Rich
Thompson, Engineer, Design Group, City Real Estate Division.
2000 Capital Imnrovements
Site lighting is almost none�stent and would not begin to meet the City's present standards even ifthe bulbs
were replaced regularly.
I recommend a system of new lights, installed below the netting layer, as the first priority of maintenance
expense. For budget purposes, I have assumed a scheme of 80 fixtures mounted on existing beam bottoms
with exposed conduit.
Tota1 Estimated Cost of $16,000.
One pipe boilard has been broken off and needs to be replaced at once. Bollards are necessary to protect the
main structural columns from damage by traffic.
Total Estimated Cost of $300.
Insufficent electrical outlets. Added 4-plex electrical outlets, code approved to the roof columns as shown
on the attached Exhitbit Bl. Estimated 15 new locations.
Total Estimated Cost of $4,500, if done as part of tkie lighting, $7,500, if done as a separate project.
Install restroom ea�haust ventilation system for each restroom and installation ofa new ceramic tile 12" x12"
paver type floor tile.
Total Estimated Cost of $6,500.
Repair/replace/add irrigation system for moistening produce. The system shall be design to have faucets
suitable for hose connections to use for plant and produce moistening. The system shall require the
utilization of water from the Saint Paul Water Utility domestic water supply. Water testing maybe required
and is not included in the enclosed estimate.
Total Estimated Cost of $21,000.
Installation of two roof gutters and downspouts as shown on Exhibit B-1.
Total Estimated Cost of $5,000.
17
aq -���3
Total Estimated 2000 Capital improvements $53300.00 -$58300.00 (2000 Dollars)
2001 Canital Improvements
Surface drainage of the entire site is ea�lzemely good, which has made it possible to delay repairs to the walks
and paving which would otherwise be critical by now. Nevertheless, some small areas of walk and curb
(approx. 3100 square feet of walk and SOO linear feet of curb) are now in very bad repair and should be
repiaced as soon as possible, areas as shown on Eghibit B-1. Replace the brick sidewalk azeas with a
concrete slab, embossed and colored to appeaz like brick pavers.
Total Estimated Cost of $24,900.
Total Estimated 2001 Capital improvements $24,900.00 (2001 Dollars)
2002 Capital Imurovements
The sidewalk azea shown on Exhibit B-2, which is sheltered from the weather by the canopies (approx.
14,500 square feet) should have a Condition Survey conducted in the year 2002. Based on the results of
the Condition Survey, future replacement or repair should be scheduled . Two options for the repair of the
brick surfaces:
Option A: Replace brick sidewalk areas with a concrete slab, embossed and colored to appear like
brick pavers.
Option B: Remove bricks and re-set them.
Total Estimated Cost of $200.00. (Condition Survey only)
Asphalt Parking lot - Paving surfaces aze heavily worn and cracked but not rutted or settled. The most badiy
deteriorated areas are directly under the drip line of the canopies. Generally, traffic lanes are in better shape
than pazking stalls. An overlay, rather than replacement, is appropriate for one more application, or until
exposed curb height becomes an issue. The concrete curb, gutter and integral curb/spillways should be
replaced with the first paving overlay proj ect. At a minimum, the pazking stalls should be overlayed in year
2002. Re-striping and spillway replacement should also be done at that time. The area to be worked on in
2002 is shown on Exhibit B-2.
Total Estnnated Cost of $33,100.00.
Total Estimated 2002 Capital imnrovements $33300.00 (2002 Dollazs)
��.'3
�t.q -�aa�
2003 Capital Im�rovements
Complete the remauung azeas asphalt paving as shown on E�ibit B-2.
Total Estimated Cost of $14,100.00. (2003 Dollars)
2004 Capital Improvements
The large canopy structures aze generally in very good shape, but need cleaning and painting. Netting which
was installed to prevent birds from roosting in the roof stnxcture is in fair shape, though it is coming
unattached in some areas. It would have to be removed and replaced to paint the structure. The netting also
prevents the replacement of burned out bulbs in the existing light fixtures.
Total Estimated Cost of $24,500.00. (2004 Dollars)
Future capital improvements, replacements/repairs
The fiberglass roof deck is structurally and cosmetically in fair to poor shape. Roof replacement options
from $110,000 to $275,000 and aze specifically listed as follows:
1. Overlay existing fiberglass with galvanized metal
2. Overlay existing with enameled metal
3. Remove old fibergiass and replace with ga1v.
4. Remove old f.g. and replace with enam. metal
5. Overlay old fiberglass with new fiberglass
6. Remove old f.g. and replace with new fiberglass
$110,000
$154,000
$187,000
$231,000
$198,000
$275,000
Note: a11 options are in 1999 dollars. None of the above includes any allowance for replacing fascia
boards, for painting structural steel, or for adding finished ceiling/soffits.
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City of Saint Paul Health Rules
OFfICE OF LICENSE, INSPECI'IONS AND
ENVII20NMENTAL PROI"EC7tON
Roben Kusler, Drrector
CITY �r' SL�IN� Pf�UL LOWRYPROFESSIONAGBUILDING Telephone: 6�1-266-9090
Norm Cdemmq Mayor 350 St Peter Sneet, Sui[e 300 Facsfmile: bil-266-9099
SainrPau7.Mn. 55702-]510 657-266-9724
IMPORTANT CITY OF SAINT PAUL HEALTH RULES YOU NEED TO KNOW
IF YOU WANT TO SELL FOOD AT THE FARMERS MARKET
1) What health regulations apply when I am at the Farmers Market?
All of the City of Saint Paul health rules apply, however, we allow some variations to the regulations
to accommodate the existing conditions at the Market. For example, we allow the following
modifications:
In your sales area you may provide a spiggoted container filled with wann water, a soap
dispenser filled with liquid soap and single service towels to wash and dry your hands, rather
than providing a handwash sink connected to sewer and running water.
To protect your prepared and/or processed foods from being contaminated by the customers, you
must cover the foods. You may use clean plastic, provide sneeze shields or use some other
effective protection. The health inspector can help you determine which protection works best
for you.
2) Can I prepare foods (i.e. bake, boil, bottle, can, cook, fry, mix, package, pickle, etc.) at home and
sell them at the Farmers Market?
Foods prepared or processed at home are ABSOLUTELY NOT allowed to be soid at the
Market.
3) Can I prepare my £oods at the Farmers Market and sell them there?
If you want to sell or give away any foods that require handling and/or preparation, you
CANNOT do the prepazation at the Market.
If your foods require prepazation or processing, the prepazation must be done off-site at an
approved, state or locally licensed establishment. After they have been prepazed/processed you
must bring your foods to the Mazket in approved transport containers to protect them from
contamination and to hold them at the required, safe temperatures.
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HOT potentially hazardous foods (i.e., MEAT, FISH, POiJLTRY, EGGS and so forth) must be
kept HOT (I 40 dea ees Fahrenheit, or hotter); COLD potentially hazardous foods must be kept
COLD (41 degrees Fahrenheit, or colder).
If foods aze to be heated at the Mazket approved equipment must be provided.
4) Do I need a license from the City of Saint Paul?
YES
You DO need a City of Saint Paul "Fanners Market" license if you sell ar give away processed
or prepared foods (i.e., bakery products, sandwiches, cheese samples, fish samples, processed
poultry, pork or bee fl. To apply for a license ca11266-9090.
NO
You DO NOT need a City of Saint Paul "Farmers Mazket" license if you are only selling your
ownhome grownunprocessed foodproducts (i.e., vegetables, fruits, flowers, honey, unprocessed
fish, etc.).
Note: Please contact the Minnesota Department of Agriculture at 296-2627 for their license
requirements and regulations.
5) Can I bring my pets to the Farmers Market?
Pets are NOT allowed in the food sales azea of the Market, except police patrol dogs and service
dogs, such as guide docs for the blind/deaf .
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