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01-240O�iGINAL crnr Presented By Council File # O►� p'�.�0 creen sheet # l\�y��. PAUL, MINNESO � � � l8 Referred to Co�ittee: Date 1 2 3 4 5 6 7 8 9 lo li 12 WHEREAS, the City of Saint Paul has constructed community centers for the purpose of providing co-located human services to the public, and WHEREAS, the City owns a community center at the West']"` Community Center, 265 Oneida Street, and WHEREAS, West'7� Community Center Inc. has leased the community center from the City since 1984 and has successfully provided human services, and WE�REAS, the lease agreement between the City and West '7 should be renewed, and WHEREAS, the Saint Paul Parks and Recreation Commission has voted to support the renewal of the lease agreement, NOW r. � R � �ORE BE TT RFSOLVED, that the proper City officials aze hereby authorized and directed to renew the lease agreement with West '7� Community Center Inc. for the management of the West '7 Community Center. Requested by: Diviai�n of Parks and (/GBy: Adopted by Council: Date �g� � Adoption Certified by Council Secretary \�� '� � _ � _ � / � /�/ / �`' /., .i . //// / , i ��/�� ' � '�� For[n Approved by City B.£torney BY: �� proved by Mayor for Submiaeion to Council BY � i 6�li-'L— ri o�,�aTro�,«o�,p� DATEINIMTED GREEN SHEET �5�1 Parks and Recreation NO. 111442 2-27-ot O t —d�lo CONTACT P6{SON µD PMONE H1Ii1/LLAATE INI7IALAATE VinCe Gillespie 26&6408 � 1 o�nmMexrwnecroa 6 arrcouNa� � 2 «rrwnawEV 5 arcc�mic MU5f BE ON COVNqL A6HJDA BY mATq p ��' �flNANqAI SHMCES DIR Ofl0E12 / O/ 4 MAYOR �OR ASSISTAN71 7 Parks and Rec TOTALSOFSIGNA7i1REPAGES � (CIIVA{L{,pCA7pN8PoR810M11TINk7 �.' ACTION HEOUESTm: �' � Approve Resolution directing the proper city officials to renew the lease agreement with ffie W. 7"' Community Center Inc. for the management of the West 7"' Community Center. HECOMMENDATONS: Approw W aRejact W P6tBONNLE9lVICECON1qACT8MU8TANBW9[i1EFOLLOWIN60U�110N8: PLPHNING COM4MSSION _qNL SSNICE CAMM{SSION 1. Hr tM pr�oNfem evar workstl vqm a eanVaet fx th's deprhnen[7 _CIB COMMITTEE � YES NO A srnFF z. x.. w w•�m.... ee«„ «�r.maor�x Y6 NO _DISTflICT COUNGIL _ 3. Dos tM pr�rm pswn � Ntill not nermYlY P� M rv ��a�� aN a�N�%'M] SUPPORTSNq11C11COUNCILOBJECTVE7 yE$ NO B�pWn N Ym amwan on aaprah alre[ eM emeh Lo Peen Mret. UUTIATING PfWeIQA.ISSUE. OPPORTUNITY NNw. Wlut. Nrten, Whue, Whyl: The lease agreement should be renewed in order to be consistent with similar agreements and to reflect current use of the facility. ADVANTAGES IP APPqOVFD: West 7'" Community Center Inc. will continue to manage the community center. The City will have increased oversite aver its programs and activities. �� . 4 �•�- DISAOVANTAGESIFAPPHOVED: p�Pg�� ' S None � DISADVANTAOES �F NOT APPqOVED: � E B R �� i � ; ) p G The agreement would have to be renewed at some time before 2004. �� '�� • TOTALqMOUNTOFTflM1SACT10N $ N/A eosrmEVe+ueswc+ermtcew�oxo rFS xo FUNOINQSOINCE AC7IVITYN{�1f9t RNANqALiNFOqMATON: (IXPLAIM / \ a t-a�to AGREEMENT BETWEEN THE . CITY OF SAIlVT PAUL AND WEST SEVENTH COMMU1vITY CENTER . THIS AGREEMENT made this day of , 2001 between the CITY OF SAINT PAUL, a Municipal Corporation and political subdivision of the State of Minnesota (hereinafter called the "CITY") and WEST SEVENTH COhII�SUNITY CENTER, a Non-Profit Corporation organized and existing under the Laws of the State of Minnesota (hereinafter called "WEST SEVENTH). WITNESSETH: WHEREAS, the CITY has constructed a facility known as the WEST SEVENTH COMMUNITY CENTER (hereinafter "CENTER") on the property known as SAINT CLAIR RECREATION CENTER, 265 Oneida Street; and WFiEREAS, it is the desire of the CITY that social services be provided at the CENTER. WHEREAS, WEST SEVENTH is capable of providing such services in fulfillment of educational, recreational and social programs for the benefit of Saint Paul citizens; now, It is therefore mutually agreed by and between the CITY and WEST SEVENTH: 1. Premises. That the CITY permits and authorizes WEST SEVENTH to conduct human service programs and other community-oriented programs in the CENTER. In order to facilitate such program the City agrees to leases all spaces except the following spaces: Recreation Office and warming room. 2. Term of Aareement. The term of this agreement shall be five years from day of signing. WEST SEVENTH shall have the right and option to renew this agreement with the approval of the CITY for five (5) successive renewal terms of two (2) years each, upon the provisions, covenants and conditions of this agreement. WEST SEVENTH's option to renew shall be exercised by notice to the CITY in writing at least six t6) months prior to the termination of the initial term or of the renewal term then in effect. o � . �.K� 3. Use of Premises. WEST SEVENTH will provide, in its usage of the Center, such social services and other community programs as it deems beneficial to the residents of the CITY. The CITY has a right to review the programs provided at the CENTER and advise WEST SEVEN'PH as to their appropriateness_ The CITY will provide, in its usage of the CENTER, such recreational programs as it deems beneficial to the citizens of the West Seventh area. 4. Continvent Fundina. Performance of this Agreement by WEST SEVENTH is contingent upon continued funding of its programs. WEST SEVENTH will be required to give notice to the CITY pursuant to paragraph 16 of intent to cancel the Agreement due to lack of funding, but in the event that funding is terminated without an opportunity to give full notice, it may terminate the Agreement by giving written notice as soon as it receives notice of termination of funding. 5. Basic pavment. The basic payment of rent shall be one (1) dollar per year. WEST SEVENTH shall remit basic payments and cost reimbursements to CITY at the following address: Manager of Recreation 300 City Hall Annex Saint Paul, MN 55102 6. Cost Reimbursement. WEST SEVENTH will be responsible for all assessments, property taxes and service charges assessed to the property during its tenancy which are due to the occupancy or use by WEST SEVENTH. Deferral of assessments, if any shall be approved by the CITY. WEST SEVENTH will not voluntarily create, cause or allow to be created any debt, 1ien, charge or other encumbrance against the CENTER. WEST SEVENTH shall pay and discharge when due, taxes, assessments or other charges lawfully imposed upon its leasehold in the CENTER or on its operations therefrom. The foregoing shall be subject to the right of WEST SEVENTH to contest any such taxes, assessments or charges, and incident thereto to withhold payment of same, pending the disposition of its challenge to the imposition of said tax, assessment or charge. 7. RiQht of Entrv. agreement, the CITY shall employees, to enter into business hours or, in th any legitimate purpose. At all times during the term of this have the right, by itself, its agents and and upon the CENTER during reasonable e event of an emergency, at any time for o t ��'�° ' 8. Insurance. WEST SEVENTH shall acquire during the term of this agreement the following coverage: A. WEST SE�IENTH shall be responsible for the self insurance of, or the acquisition of Commercial Property Insurance on, its personal property. B. COMPREHENSIVE GENERAL LIABILITY INSURANCE including blanket contractual liability coverage, personal injury liability coverage and broad form property damage liability endorsement with a combined single limit of not less than $1,000,000 per occurrence shall be purchased by WEST SEVENTH. Such insurance shall: (a) name the City of Saint Paul as addi- tional insured; (b) be primary with respect to CITY'S insurance or self-insurance; (c) not exclude explosion, collapse and underground property damage; (d) be written on an "Occurrence" Form policy basis; and (e) not contain an "aggregate" policy limit unless specifically approved in writing by CITY. C. WORKERS' COMPENSATION INSURANCE with not less than statutory minimum limits; and EMPLOYERS' LIABILITY INSURANCE with minimum limits of at least $100,000 per accident and with an all states endorsement. D. WEST SEVENTH shall supply to CITY current insurance certi£icates for policies required in this agreement. '�he certificates shall certify whether or not the agent has errors and omissions insurance coverage. E. Nothing in this agreement shall constitute a waiver by the CITY of any statutory limits or exceptions on liability. F. WEST SEVENTH shall place the insurance with responsible insurance companies authorized and licensed to do business in the State of Minnesota and approved by CITY, and shall deliver copies of the policies to CITY on the date of WEST SEVENTH'S execution of this Agreement. The policies shall be endorsed to indicate that the insurer cannot cancel or change the insurance without first giving the CITY 30 days' written notice. G. Waiver of Subrogation. CITY waives its right of subroga- tion for damage to the CENTER, contents therein, loss of use thereof, and/or loss of income, up to the amount of insurance proceeds collected. WEST SEVENTH waives its right of subrogation for damage to property in the CENTER, loss of use thereof, loss of income and/or accounts receivable, up to the amount of the respective insurance proceeds collected. The parties shall notify their respective insurance companies, in writing, of the provisions of this paragraph; and, if either o t _l�i.o cannot waive its subrogation rights, such party shall immedi- ately notify the other party, in writing. H. Should WEST SEVENTH fail to purchase or maintain the insurance required herein CITY may at its option purchase said insurance in the commercial market and WEST SEVENTH shall reimburse the CITY for all premiums and costs whatsoever for said insurance. 9. Rules of Overation. All parties providing programs or activities in the CENTER shall abide by the Ru1es of Operation established by WEST SEVENTH and Ordinances of the CITY. The CITY has the right to periodically review and approve said rules. 10. CITY Snaces. The CITY will manage and operate two rooms designated as recreation center office and warming room on the west side o� the multi-purpose room and all outdoor.recreation spaces. 11. Multi-purpose Room. That the multi-purpose room shall be programmed on a seasonal basis through an accord reached between the CITY and WEST SEVENTA. 12. Permitted Space Use That the CITY and WEST SEVENTH shall permit each other to use spaces under their sole control, consistent with their separate programs, and without charge or fee. CITY and West SEVENTH shall grant each other first option to each other's space once their program needs have been met. Spaces under the sole control of WEST SEVENTH shall not be deemed to include any spaces rented to others. 13. Maintenance That the CITY shall be responsible for all grounds maintenance on the total site. This shall not include weed control or fertilization. The CITY shall also be responsible for all perimeter snow and ice removal or sanding, including exterior walks and parking lots, with WEST SEVENTH being responsible for snow removal on steps and walkways leading to the public sidewalk. Snow removal shall take place after each accumulation of more than two inches o£ snow. WEST SEVENTH shall draft minimum standards for the maintenance of the CENTER subject to approval by the CITY. C2TY retains the right to enter the premises in order to make sure that WEST SEVENTH is maintaining the property. In the event the CITY believes that WEST SEVENTH has failed to perform necessary repairs or maintenance, it may give written notice of such failure. If WEST SEVENTH fails or refuses to remedy the failure within fourteen days, the CITY may have the necessary repairs or maintenance performed and will charge WEST SEVENTH for the cost. WEST SEVENTH shall keep the CENTER and appurtenances thereto in a B! o �-�'�° clean, sanitary and healthy condition and in good repair, and in compliance with all applicable statutes, ordinances, codes and regulations and the directions of CITY. WEST SEVENTH shall yield the CENTER back to the CITY upon the termination of this agreement or any extension thereof, whether such termination shall occur by expiration of time or in any other manner whatsoever, in the same condition of cleanliness, repair and sightliness as at the date of execution hereof normal wear and tear excepted. The parties hereto each agree that they shall not permit, commit or suffer waste or impairment of the CENTER, its site, or any replacement or part thereof. 14. Cancellation or Termination. This agreement shall be subject to cancellation and termination by either party without cause at any time during the term hereof by giving the other party notice in writing at least ninety days in advance of the date when said' termination shall become effective. If WEST SEVENTH shall vacate or abandon the CENTER, Commit waste, or permit the same to remain vacant or unoccupied for a period of 30 days, without agreement of the CITY, or in the event that WEST SEVENTH loses it status as a non-profit corporation, WEST SEVENTH'S rights to possession of the CENTER immediately shall terminate with or without any notice or demand whatsoever. The mere retention of possession thereafter by WEST SEVENTH shall not constitute a forcible detainer of said premises. 15. Furniture and Equinment. That WEST SEVENTH shall be entitled to have all of its detached property and equipment of whatever kind that it may use in the CENTER returned to it upon the termination of this Agreement. 16. 23otice. All notices herein provided to be given, or that may be given by either party to the other, shall be deemed to have been fully given when served personally on CITY or WEST SEVENTH, or when made in writing and deposited in the United States Mail, certified and postage prepaid, and addressed to WEST SEVENTH at 265 ONEIDA, Saint Paul, MN 55102 and to the CITY at the Division of Parks and Recreation, 300 City Hall Annex, Saint 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. 17. Assianment and Sublettinc,L. WEST SEVENTH shall not assign or transfer its rights or obligations under this agreement without the written consent of the CITY, which consent must be obtained prior to the execution of any agreement to sublease the CENTER. wEST SEVENTH may, by agreement with other parties, permit such � o � -�-�.o � other parties to rent space from WEST SEVENTH in order to conduct programs and activities in the CENTER. The space will be scheduled to meet the program needs of WEST SEVENTH and the CITY, as well as other public and private agencies and organizations serving the community. WEST SEVENTH may charge a reasonable fee for such use to defray the cost of operating the community center. 18. Costs for Maior Repairs or ReDlacements Major repairs or replacements shall be defined as: The replacement, renovation, retrofitting or non-routine repair of the structural parts and/or service system components of a building, and the man-made components of an improved site but not including discretionary enhancements, improvements or additions. ,Structural parts include footings and foundations; beams, joists, columns; load bearing walls, exterior walls and facade (excluding glass); stairs, floors, decks, ramps, ceilings, roofs and roofing. Service system components include plumbing, electrical, communications, heating, ventilating, air conditioning, securi�y �systems and elevators; utility mains. Site components include'retaining walls, lighting affixed to the building, stairs, ramps, sidewalks, railings, drainage structures, and erosion control. The CITY shall be responsible for making any major repairs or replacements, or shall make arrangements for said repairs or replacements to be completed, except that WEST SEVENTH may do so in,emergencies. All major repairs or replacements are subject to approval by the CITY. / The cost for major repairs or replacements shall be distributed as follows: I A. WEST SEVENTH shall be res�pons}ble for the first $999.00. t � B. For costs from $1,000.00 'tb �4,999.00 WEST SEVENTH and CITY shall each pay 500 ; 1 i C. For costs greater than $4,999.00 the CITY'S Capital Maintenance Program shall pay 1000, subject to availability of funds. In the event that no funding or only partial funding is available from said Capital Maintenance Program, CITY shall pay 80o and WEST SEVENTH 20o subject to availability of funds. D. In the event that no other funding is available the CITY shall pay 1000. E. Each July the CITY and WEST SEVENTH will meet to assess the maintenance needs for the coming year so that appropriate budget planning can be done. 19. Utilities. WEST SEVENTH and CITY shall share all costs for utilities including: water, sewer, gas, electricity, phone, cable communications and waste removal according to the following o �-a`�o � percentages; CITY-20 and WEST SEVENTH-80. 20. Alteratioas. WEST SEVENTH will not make any alterations to the premises without the written consent of the CITY, such consent not to be unreasonably withheld. If WEST SEVENTH desires to make any such alterations, an accurate description shall first be submitted to and approved by the CITY and such alterations shall be done by WEST SEVENTH at its own e�cpense. Al1 such work shall be performed under the CITY�S supervision and any improvements made to the CENTER at WEST SEVENTH'S expense shall become the property of the CITY at the end of the agreement term. WEST SE�7ENTH 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 of the CENTER wi11 not be impaired, and that no liens will attach to the premises by reason thereof. 21. Personnel. WEST SEVENTH shall bear all costs and responsibility for operation �of its prbgrams and personnel administering its programs. WEST SEVENTA personnel are not employees or agents of the CITY. In the provision of services & programs set forth in Exhibit A WEST SEVENTH shall at all times be free to exercise initiative, judgement and discretion as to how to best perform or provide services, and is not acting under the direction or supervision of the CITY. Nothing in this agreement is intended to or should be construed in any manner as creating or establishing the relationship of agents, partners, joint venturers or associates between WEST SEVENTH and the CITY, or as constituting WEST SEVENTH, its agents or employees as employees of the CITY. 22. Surrender of Premises. WEST SEVENTH, at the expiration of this Agreement, or any sooner termination of this Agreement, shall quit peacefully and surrender possession of said property and its appurtenances to CITY. WEST SEVENTA shall, at the termination of the agreement, restore CENTER to as good order and condition as the property was delivered to WEST SEVENTH, except for normal wear and tear and repairs and replacements which were the obligations of the CITY hereunder. WEST SEVENTIi shall be entitled to remove and retain all of its detached property of whatever kind that it may utilize in the CENTER unless attached to the structure or mechanical systems, returned to it upon the termination of this Agreement. 23. Indemnitv. WEST SEVENTH agrees to indemnify, defend, save and hold harmless the CITY and any agents, officers and employees thereof from all claims, demands, actions, judgements, suits or causes of action of any nature or character, arising out of WEST SEVENTH�S use of the premises except to the extent such claims arise out of CITY'S failure to maintain the premises in accordance with this agreement. rl Q �� 24. Holdover. Any holdover by WEST SEVENTA after the expiration of the term of this Agreement shall be deemed to be a tenancy only from month-to-month. All other terms and conditions of this Agreement shall be applicable. 25. Pollution and Coataminants. WEST SEVENTH 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. WEST SEVENTH shall bear all costs and expenses except for those agreed to be borne by the City in Paragraph 18, arising from com- pliance with said ordinances, laws, rules, or regulations and shall indemnify, defend, save and hold harmless CITY from all liability, including without limitation, fines, forfeitures, and penalties arising from the failure by WEST SEVENTH to comply with its obligations under the immediately preceding sentence. CITY shall have the right to perform cleanup and charge WEST SEVENTA as additional costs for such costs should WEST SEVENTH fail to comply. 26. Controllina Aareement. In the event there is any prior existing contract or other agreement between CITY and WEST SEVENTH (or its predecessor in interest) covering the subject property, it is agreed and understood that this Agreement shall cancel and terminate any prior contracts or agreements as of the effective date of this Agreement. 27. Destruction. In the event of damage to or destruction of the CENTER or in the event the premises becomes untenantable or unfit for occupancy due to such damage during the term of this Agreement, CITY may at its option: A. terminate the agreement upon fifteen (15) days' written notice to WEST SEVENTH; or B. within fifteen (15) days agree to restore the premises within a reasonable time period following the casualty. 28. Events of Default. The occurrence of any of the following events during the term of this Agreement shall constitute an event of default by WEST SEVENTH: A. the filing of a petition to have WEST SEVENTH adjudicated bankrupt or a petition for reorganization or arrangement under any laws of the United States relating to bankruptcy filed by WEST SEVENTH; B. in the event a petition to have WEST SEVENTH adjudicated bankrupt is filed againse WEST SEVENTH, the failure to dismiss 0 O L-�-H� such petition within ninety (90) days from the date of such filing; C. the assets of WEST SE�IENTH or of the business conducted by WEST SEVENTH on the CENTER be assumed by any trustee or other person pursuant to any judicial proceedings; D. WEST SEVENTH makes any assignment for the benefit of creditors; E. The failure by WEST SEVENTH to timely pay basic rent or costs as required by this Agreement; F. �he failure by WEST SEVENTH to purchase or maintain the insurance coverage required by this Agreement; G. the failure by WEST SEVENTH or its surety to discharge, satisfy or release any lien or lien statement filed or recorded against the CENTER within sixty days after the date of such filing or recording, whichever date is earlier if WEST SEVENTH is liable for the lien. It is an express covenant and agreement of WEST SEVENTH and CITY that CITY may, at its election, Cerminate this Agreement in the event of the occurrence of any of the events described in this Article or in the Article relating to liens by giving not less than ten days' written notice to WEST SEVENTH; and when so terminated, CITY may reenter the CENTER. This Agreement and its CENTER shall not be treated as an asset of WEST SEVENTIi'S estate. It is further expressly understood and agreed that CITY shall be entitled upon such reentry, notwithstanding any other provision of this Agreement, to exercise such rights and remedies as are provided in this Agreement. 29. Default Remedies. In the event an Event of Default occurs under paragraph 28 of this Agreement, CITY may exercise any one or more of the following remedies: A. terminate this Agreement, exclude WEST SEVENTH from possession of the CENTER, and use its best efforts to lease the CENTER to or enter into an agreement with another agency in accordance with applicable law; B. exercise any remedies available to it under the Minnesota Uniform Commercial Code; C. take whatever action at law or in equity may appear necessary or appropriate to collect the basic costs and cost reimbursement then due and thereafter to become due, or to enforce performance and observance of any obligation, agree- 0 ot-a-�a ment or covenant of WEST SEVENTH under this Agreement. No remedy herein conferred upon or reserved to CITY 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 default shall impair any such right or power or shall 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 CITY 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. 30. Default of Payment. WEST SEVENTH agrees that, should it default on any payment owing and due to be paid to CITY as provided in this Agreement, including but not limited to basic costs, then the remaining unpaid balance shall, at the option of the CITY, immediately become due. WEST SEVENTH further agrees that the CITY may, at its option and without notice to WEST SEVENTH, enter judg- ment against WEST SEVENTH in Ramsey County District Court for the amount of the unpaid balance, and WEST SEVENTA does hereby confess judgment in the amount of the unpaid balance due upon default, and does authorize the CITY to enter judgment as provided above. WEST SEVENTH does hereby agree that the CITY, at its option, may enter a judgment, at any time within one year of the time the last payment shall have come due, for the full amount of the unpaid balance due pursuant to the confession of judgment provided herein. 31. Payments in Case of Default. WEST SEVENTH shall pay CITY all costs and expenses, including reasonable attorney's fees in any action brought by CITY 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, if the CITY prevails. 32. RESOLUTION OF CONFLICT. Any management or operating conflict arising under this agreement which cannot be resolved by City and West Seventh through direct communication shall be promptly submitted to non-binding mediation. A.Mediation. CITY and West Seventh shall communicate directly with the assistance of a neutral person who has no authority to require any concession or agreement. Both parties agree to cooperate and act in good faith to resolve the matter(s) in dispute, and to participate in up to four hours of inediation. 10 O 6�,-`lO The mediator will accord confidentiality and privilege to all communications with the parties. The mediator shall not participate as a witness, collateral contact or atCorney in a conflict involving either party. Further, neither party may call the mediator as a witness to testify in any proceeding involving the subject matter of the mediation. Any statements, discussions, offers, or demands during mediation are confidential and shall not be used in any subsequent proceeding. B. Agreements. The mediator shall reduce to a written agreement any resolution of conflict reached by the parties. C. Selection of Mediator. The mediator shall be selected by mutual agreement of the parties, or if the parties are unable to agree, then parties shall request the Ramsey County District Court Civil ADR Program to select a person from its list of qualified neutral mediators. D. Payment of Costs. The parties shall share the mediator's fees and disbursements equally unless they mutually agree otherwise. The mediator shall provide the parties with his/her fee disbursement schedule in advance of inediation. E. Applicability of Dispute Settlement Procedures The above procedures shall apply to any claims or controversies regarding scheduling which the parties cannot resolve. F. Exhaustion of Remedies. The above procedures shall be followed before either party shall apply to the Court for relief and before the CITY exercises its power of final authority G. City Retains Final Authority to Determine Issues. Consistent with the City's responsibilities and law, the City retains final authority to resolve any management or operating conflicts regardless of the mediator's suggestions. 33. Com_pliance with Laws. The property described herein may be used for only the purposes stated herein. It is the sole and exclusive responsibility of WEST SEVENTH in the use of the property to comply with all laws, rules, regulations or ordinances imposed by any jurisdiction affecting the use to which the property is proposed to be put. Inability or failure by WEST SEVENTA to comply with any of said laws, rules, regulations or ordinances will not relieve WEST SEVENTH of the obligation to pay the costs provided herein. 34. Alon-Discrimination. 6�BST SEVENTH for itself, its personal representatives, successors in interest and assigns, as a part of 11 o t -�.�.� the consideration hereof, does hereby covenant and agree, that: A. no person, on the basis of race, sex, sexual or a£fectional orientation, color, creed, religion, age, disability, marital status, familial 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 CENTER; B. that in connection with the construction of any improve- ments on said CENTER and lands and the furnishing of services thereon, no discrimination shall be practiced in the selection of employees and contractors, by contractors in the selection and retention of first tier subcontractors, and by first-tier subcontractors in the selection and retention of second-tier subcontractors; 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 CENTER; and _ D. that WEST SEVENTH shall use the�CENTER in compliance with all other requirements imposed �pursuant to the Saint Paul Legislative Code Chapter 183. 35. Liens. WEST SEVENTH shall not�permit mechanic's liens or other liens to be filed or establi�h,'ed` or to remain against the CENTER for labor, materials or ser�v}c�s furnished in connection with any additions, modifications, im�rovements, repairs, renewals or replacements made to the CENTER at the request of WEST SEVENTH; provided that if WEST SEVENTH shall �irst notify the CITY of its intention to do so and shall deposit in�escrow with the CITY a sum of money or a bond or irrevocable letter of credit acceptable to the CITY equal to the amount of the claim of lien, WEST SEVENTH 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 CITY, the nonpayment of any such items subjects the CENTER to any loss or forfeiture, the CITY may require WEST SEVENTH to use said escrow account to promptly pay all such unpaid items and if WEST SEVENTH fails to pay from said escrow account, the CITY may pay and charge WEST SEVENTH. 36. Eminent Domain. In the event the entire CENTER is taken by eminent domain, or such portion thereof is so taken that in WEST SEVENTH'S reasonable judgement it is uneconomic thereafter to restore the CENTER and proceed under the terms and provisions of 12 o t ��-`� this Agreement, WEST SEVENTH may terminate this Agreement by giving to CITY thirty days' written notice of termination, effective as of the date on which the condemning authority acquires legal title or physical possession of the CENTER. WEST SEVENTH 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. WEST SEVENTH may to the extent otherwise permitted in the eminent domain proceeding, remove its own furnishings and equipment at its own e�cpense_ 37. Reports. Records and Other pocuments. WEST SEVENTH shall furnish the CITY with an annual report within one hundred fifty (150) days after the close of each calendar year setting forth a general financial accounting of the operation of the CENTER, and without limiting the generality of the foregoing, such report shall include: A. The names and addresses of the officers and directors of its governing body and the principal administrative staff officers operating within the CENTER; B. A statement of the nature and extent of the activities and programs carried out during the preceding year; and a summary of client evaluations of said services; C. A certification that WEST SEVENTH has operated the CENTER in accordance with the provisions set forth in this Agreement; D, The status of all insurance required to be maintained by WEST SEVENTH in accordance with the provisions set forth in this Agreement: E. A statement of revenues and expenditures, if any. F. A report about all subleasees and the programs they offer. WEST SEVENTH shall further submit to the CITY such other and additional data, reports and copies of records and documents relating to its operations of the CENTER as the CITY may require. Such data, reports, and copies of records and documents shall, upon submission, become the property of the CITY. 38. Agreement Administrators. The Agreement Administrator for the CITY is the Director of Parks and Recreation or such other person designated in writing by the CITY. The Agreement Administrator for WEST SEVENTH is its Executive Director. 39. Agenda. By October 31st each year, WEST SEVENTH will supply the CITY with an agenda of programs and services which it expects to conduct during the next calendar year, and the CITY may, in writing, provide suggestions for additional program content and/or modification. 13 o t-�.�to 40. Severabilitv. In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that all of the provisions of this Agreement which are not affected by such an occurrence shall constitute a£ull and complete Agreement between the parties. 41. Amendment of Aareement. This Agreement may be amended upon the mutual agreement of CTTY and WEST SEVEI3TH. All amendments shall be in writing and effective upon execution of duly qualified officers of CITY and WEST SEVENTH. This document contains the entire Agreement between the parties. The terms of this Agreement are contractual and not a mere recital. No promise, inducement or representation other than what is set forth in this Agreement has been made, offered or agreed upon by either party. The undersigned parties have fully read the foregoing Agreement in its entirety, have been fully advised by their counsel, know and understand the contents and sign the same as their free act and deed. IN WITNESS WtiEREOF, the parties hereto have set their hands and seals the day and year in this Agreement first above-written. For WEST SEVENTH For CITY OF SAINT PAUL Board Chair Executive Director APPROVED AS TO FORM Assistant City Attorney City Clerk t•iayvi Recreation Director, Financial Services 14 O�iGINAL crnr Presented By Council File # O►� p'�.�0 creen sheet # l\�y��. PAUL, MINNESO � � � l8 Referred to Co�ittee: Date 1 2 3 4 5 6 7 8 9 lo li 12 WHEREAS, the City of Saint Paul has constructed community centers for the purpose of providing co-located human services to the public, and WHEREAS, the City owns a community center at the West']"` Community Center, 265 Oneida Street, and WHEREAS, West'7� Community Center Inc. has leased the community center from the City since 1984 and has successfully provided human services, and WE�REAS, the lease agreement between the City and West '7 should be renewed, and WHEREAS, the Saint Paul Parks and Recreation Commission has voted to support the renewal of the lease agreement, NOW r. � R � �ORE BE TT RFSOLVED, that the proper City officials aze hereby authorized and directed to renew the lease agreement with West '7� Community Center Inc. for the management of the West '7 Community Center. Requested by: Diviai�n of Parks and (/GBy: Adopted by Council: Date �g� � Adoption Certified by Council Secretary \�� '� � _ � _ � / � /�/ / �`' /., .i . //// / , i ��/�� ' � '�� For[n Approved by City B.£torney BY: �� proved by Mayor for Submiaeion to Council BY � i 6�li-'L— ri o�,�aTro�,«o�,p� DATEINIMTED GREEN SHEET �5�1 Parks and Recreation NO. 111442 2-27-ot O t —d�lo CONTACT P6{SON µD PMONE H1Ii1/LLAATE INI7IALAATE VinCe Gillespie 26&6408 � 1 o�nmMexrwnecroa 6 arrcouNa� � 2 «rrwnawEV 5 arcc�mic MU5f BE ON COVNqL A6HJDA BY mATq p ��' �flNANqAI SHMCES DIR Ofl0E12 / O/ 4 MAYOR �OR ASSISTAN71 7 Parks and Rec TOTALSOFSIGNA7i1REPAGES � (CIIVA{L{,pCA7pN8PoR810M11TINk7 �.' ACTION HEOUESTm: �' � Approve Resolution directing the proper city officials to renew the lease agreement with ffie W. 7"' Community Center Inc. for the management of the West 7"' Community Center. HECOMMENDATONS: Approw W aRejact W P6tBONNLE9lVICECON1qACT8MU8TANBW9[i1EFOLLOWIN60U�110N8: PLPHNING COM4MSSION _qNL SSNICE CAMM{SSION 1. Hr tM pr�oNfem evar workstl vqm a eanVaet fx th's deprhnen[7 _CIB COMMITTEE � YES NO A srnFF z. x.. w w•�m.... ee«„ «�r.maor�x Y6 NO _DISTflICT COUNGIL _ 3. Dos tM pr�rm pswn � Ntill not nermYlY P� M rv ��a�� aN a�N�%'M] SUPPORTSNq11C11COUNCILOBJECTVE7 yE$ NO B�pWn N Ym amwan on aaprah alre[ eM emeh Lo Peen Mret. UUTIATING PfWeIQA.ISSUE. OPPORTUNITY NNw. Wlut. Nrten, Whue, Whyl: The lease agreement should be renewed in order to be consistent with similar agreements and to reflect current use of the facility. ADVANTAGES IP APPqOVFD: West 7'" Community Center Inc. will continue to manage the community center. The City will have increased oversite aver its programs and activities. �� . 4 �•�- DISAOVANTAGESIFAPPHOVED: p�Pg�� ' S None � DISADVANTAOES �F NOT APPqOVED: � E B R �� i � ; ) p G The agreement would have to be renewed at some time before 2004. �� '�� • TOTALqMOUNTOFTflM1SACT10N $ N/A eosrmEVe+ueswc+ermtcew�oxo rFS xo FUNOINQSOINCE AC7IVITYN{�1f9t RNANqALiNFOqMATON: (IXPLAIM / \ a t-a�to AGREEMENT BETWEEN THE . CITY OF SAIlVT PAUL AND WEST SEVENTH COMMU1vITY CENTER . THIS AGREEMENT made this day of , 2001 between the CITY OF SAINT PAUL, a Municipal Corporation and political subdivision of the State of Minnesota (hereinafter called the "CITY") and WEST SEVENTH COhII�SUNITY CENTER, a Non-Profit Corporation organized and existing under the Laws of the State of Minnesota (hereinafter called "WEST SEVENTH). WITNESSETH: WHEREAS, the CITY has constructed a facility known as the WEST SEVENTH COMMUNITY CENTER (hereinafter "CENTER") on the property known as SAINT CLAIR RECREATION CENTER, 265 Oneida Street; and WFiEREAS, it is the desire of the CITY that social services be provided at the CENTER. WHEREAS, WEST SEVENTH is capable of providing such services in fulfillment of educational, recreational and social programs for the benefit of Saint Paul citizens; now, It is therefore mutually agreed by and between the CITY and WEST SEVENTH: 1. Premises. That the CITY permits and authorizes WEST SEVENTH to conduct human service programs and other community-oriented programs in the CENTER. In order to facilitate such program the City agrees to leases all spaces except the following spaces: Recreation Office and warming room. 2. Term of Aareement. The term of this agreement shall be five years from day of signing. WEST SEVENTH shall have the right and option to renew this agreement with the approval of the CITY for five (5) successive renewal terms of two (2) years each, upon the provisions, covenants and conditions of this agreement. WEST SEVENTH's option to renew shall be exercised by notice to the CITY in writing at least six t6) months prior to the termination of the initial term or of the renewal term then in effect. o � . �.K� 3. Use of Premises. WEST SEVENTH will provide, in its usage of the Center, such social services and other community programs as it deems beneficial to the residents of the CITY. The CITY has a right to review the programs provided at the CENTER and advise WEST SEVEN'PH as to their appropriateness_ The CITY will provide, in its usage of the CENTER, such recreational programs as it deems beneficial to the citizens of the West Seventh area. 4. Continvent Fundina. Performance of this Agreement by WEST SEVENTH is contingent upon continued funding of its programs. WEST SEVENTH will be required to give notice to the CITY pursuant to paragraph 16 of intent to cancel the Agreement due to lack of funding, but in the event that funding is terminated without an opportunity to give full notice, it may terminate the Agreement by giving written notice as soon as it receives notice of termination of funding. 5. Basic pavment. The basic payment of rent shall be one (1) dollar per year. WEST SEVENTH shall remit basic payments and cost reimbursements to CITY at the following address: Manager of Recreation 300 City Hall Annex Saint Paul, MN 55102 6. Cost Reimbursement. WEST SEVENTH will be responsible for all assessments, property taxes and service charges assessed to the property during its tenancy which are due to the occupancy or use by WEST SEVENTH. Deferral of assessments, if any shall be approved by the CITY. WEST SEVENTH will not voluntarily create, cause or allow to be created any debt, 1ien, charge or other encumbrance against the CENTER. WEST SEVENTH shall pay and discharge when due, taxes, assessments or other charges lawfully imposed upon its leasehold in the CENTER or on its operations therefrom. The foregoing shall be subject to the right of WEST SEVENTH to contest any such taxes, assessments or charges, and incident thereto to withhold payment of same, pending the disposition of its challenge to the imposition of said tax, assessment or charge. 7. RiQht of Entrv. agreement, the CITY shall employees, to enter into business hours or, in th any legitimate purpose. At all times during the term of this have the right, by itself, its agents and and upon the CENTER during reasonable e event of an emergency, at any time for o t ��'�° ' 8. Insurance. WEST SEVENTH shall acquire during the term of this agreement the following coverage: A. WEST SE�IENTH shall be responsible for the self insurance of, or the acquisition of Commercial Property Insurance on, its personal property. B. COMPREHENSIVE GENERAL LIABILITY INSURANCE including blanket contractual liability coverage, personal injury liability coverage and broad form property damage liability endorsement with a combined single limit of not less than $1,000,000 per occurrence shall be purchased by WEST SEVENTH. Such insurance shall: (a) name the City of Saint Paul as addi- tional insured; (b) be primary with respect to CITY'S insurance or self-insurance; (c) not exclude explosion, collapse and underground property damage; (d) be written on an "Occurrence" Form policy basis; and (e) not contain an "aggregate" policy limit unless specifically approved in writing by CITY. C. WORKERS' COMPENSATION INSURANCE with not less than statutory minimum limits; and EMPLOYERS' LIABILITY INSURANCE with minimum limits of at least $100,000 per accident and with an all states endorsement. D. WEST SEVENTH shall supply to CITY current insurance certi£icates for policies required in this agreement. '�he certificates shall certify whether or not the agent has errors and omissions insurance coverage. E. Nothing in this agreement shall constitute a waiver by the CITY of any statutory limits or exceptions on liability. F. WEST SEVENTH shall place the insurance with responsible insurance companies authorized and licensed to do business in the State of Minnesota and approved by CITY, and shall deliver copies of the policies to CITY on the date of WEST SEVENTH'S execution of this Agreement. The policies shall be endorsed to indicate that the insurer cannot cancel or change the insurance without first giving the CITY 30 days' written notice. G. Waiver of Subrogation. CITY waives its right of subroga- tion for damage to the CENTER, contents therein, loss of use thereof, and/or loss of income, up to the amount of insurance proceeds collected. WEST SEVENTH waives its right of subrogation for damage to property in the CENTER, loss of use thereof, loss of income and/or accounts receivable, up to the amount of the respective insurance proceeds collected. The parties shall notify their respective insurance companies, in writing, of the provisions of this paragraph; and, if either o t _l�i.o cannot waive its subrogation rights, such party shall immedi- ately notify the other party, in writing. H. Should WEST SEVENTH fail to purchase or maintain the insurance required herein CITY may at its option purchase said insurance in the commercial market and WEST SEVENTH shall reimburse the CITY for all premiums and costs whatsoever for said insurance. 9. Rules of Overation. All parties providing programs or activities in the CENTER shall abide by the Ru1es of Operation established by WEST SEVENTH and Ordinances of the CITY. The CITY has the right to periodically review and approve said rules. 10. CITY Snaces. The CITY will manage and operate two rooms designated as recreation center office and warming room on the west side o� the multi-purpose room and all outdoor.recreation spaces. 11. Multi-purpose Room. That the multi-purpose room shall be programmed on a seasonal basis through an accord reached between the CITY and WEST SEVENTA. 12. Permitted Space Use That the CITY and WEST SEVENTH shall permit each other to use spaces under their sole control, consistent with their separate programs, and without charge or fee. CITY and West SEVENTH shall grant each other first option to each other's space once their program needs have been met. Spaces under the sole control of WEST SEVENTH shall not be deemed to include any spaces rented to others. 13. Maintenance That the CITY shall be responsible for all grounds maintenance on the total site. This shall not include weed control or fertilization. The CITY shall also be responsible for all perimeter snow and ice removal or sanding, including exterior walks and parking lots, with WEST SEVENTH being responsible for snow removal on steps and walkways leading to the public sidewalk. Snow removal shall take place after each accumulation of more than two inches o£ snow. WEST SEVENTH shall draft minimum standards for the maintenance of the CENTER subject to approval by the CITY. C2TY retains the right to enter the premises in order to make sure that WEST SEVENTH is maintaining the property. In the event the CITY believes that WEST SEVENTH has failed to perform necessary repairs or maintenance, it may give written notice of such failure. If WEST SEVENTH fails or refuses to remedy the failure within fourteen days, the CITY may have the necessary repairs or maintenance performed and will charge WEST SEVENTH for the cost. WEST SEVENTH shall keep the CENTER and appurtenances thereto in a B! o �-�'�° clean, sanitary and healthy condition and in good repair, and in compliance with all applicable statutes, ordinances, codes and regulations and the directions of CITY. WEST SEVENTH shall yield the CENTER back to the CITY upon the termination of this agreement or any extension thereof, whether such termination shall occur by expiration of time or in any other manner whatsoever, in the same condition of cleanliness, repair and sightliness as at the date of execution hereof normal wear and tear excepted. The parties hereto each agree that they shall not permit, commit or suffer waste or impairment of the CENTER, its site, or any replacement or part thereof. 14. Cancellation or Termination. This agreement shall be subject to cancellation and termination by either party without cause at any time during the term hereof by giving the other party notice in writing at least ninety days in advance of the date when said' termination shall become effective. If WEST SEVENTH shall vacate or abandon the CENTER, Commit waste, or permit the same to remain vacant or unoccupied for a period of 30 days, without agreement of the CITY, or in the event that WEST SEVENTH loses it status as a non-profit corporation, WEST SEVENTH'S rights to possession of the CENTER immediately shall terminate with or without any notice or demand whatsoever. The mere retention of possession thereafter by WEST SEVENTH shall not constitute a forcible detainer of said premises. 15. Furniture and Equinment. That WEST SEVENTH shall be entitled to have all of its detached property and equipment of whatever kind that it may use in the CENTER returned to it upon the termination of this Agreement. 16. 23otice. All notices herein provided to be given, or that may be given by either party to the other, shall be deemed to have been fully given when served personally on CITY or WEST SEVENTH, or when made in writing and deposited in the United States Mail, certified and postage prepaid, and addressed to WEST SEVENTH at 265 ONEIDA, Saint Paul, MN 55102 and to the CITY at the Division of Parks and Recreation, 300 City Hall Annex, Saint 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. 17. Assianment and Sublettinc,L. WEST SEVENTH shall not assign or transfer its rights or obligations under this agreement without the written consent of the CITY, which consent must be obtained prior to the execution of any agreement to sublease the CENTER. wEST SEVENTH may, by agreement with other parties, permit such � o � -�-�.o � other parties to rent space from WEST SEVENTH in order to conduct programs and activities in the CENTER. The space will be scheduled to meet the program needs of WEST SEVENTH and the CITY, as well as other public and private agencies and organizations serving the community. WEST SEVENTH may charge a reasonable fee for such use to defray the cost of operating the community center. 18. Costs for Maior Repairs or ReDlacements Major repairs or replacements shall be defined as: The replacement, renovation, retrofitting or non-routine repair of the structural parts and/or service system components of a building, and the man-made components of an improved site but not including discretionary enhancements, improvements or additions. ,Structural parts include footings and foundations; beams, joists, columns; load bearing walls, exterior walls and facade (excluding glass); stairs, floors, decks, ramps, ceilings, roofs and roofing. Service system components include plumbing, electrical, communications, heating, ventilating, air conditioning, securi�y �systems and elevators; utility mains. Site components include'retaining walls, lighting affixed to the building, stairs, ramps, sidewalks, railings, drainage structures, and erosion control. The CITY shall be responsible for making any major repairs or replacements, or shall make arrangements for said repairs or replacements to be completed, except that WEST SEVENTH may do so in,emergencies. All major repairs or replacements are subject to approval by the CITY. / The cost for major repairs or replacements shall be distributed as follows: I A. WEST SEVENTH shall be res�pons}ble for the first $999.00. t � B. For costs from $1,000.00 'tb �4,999.00 WEST SEVENTH and CITY shall each pay 500 ; 1 i C. For costs greater than $4,999.00 the CITY'S Capital Maintenance Program shall pay 1000, subject to availability of funds. In the event that no funding or only partial funding is available from said Capital Maintenance Program, CITY shall pay 80o and WEST SEVENTH 20o subject to availability of funds. D. In the event that no other funding is available the CITY shall pay 1000. E. Each July the CITY and WEST SEVENTH will meet to assess the maintenance needs for the coming year so that appropriate budget planning can be done. 19. Utilities. WEST SEVENTH and CITY shall share all costs for utilities including: water, sewer, gas, electricity, phone, cable communications and waste removal according to the following o �-a`�o � percentages; CITY-20 and WEST SEVENTH-80. 20. Alteratioas. WEST SEVENTH will not make any alterations to the premises without the written consent of the CITY, such consent not to be unreasonably withheld. If WEST SEVENTH desires to make any such alterations, an accurate description shall first be submitted to and approved by the CITY and such alterations shall be done by WEST SEVENTH at its own e�cpense. Al1 such work shall be performed under the CITY�S supervision and any improvements made to the CENTER at WEST SEVENTH'S expense shall become the property of the CITY at the end of the agreement term. WEST SE�7ENTH 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 of the CENTER wi11 not be impaired, and that no liens will attach to the premises by reason thereof. 21. Personnel. WEST SEVENTH shall bear all costs and responsibility for operation �of its prbgrams and personnel administering its programs. WEST SEVENTA personnel are not employees or agents of the CITY. In the provision of services & programs set forth in Exhibit A WEST SEVENTH shall at all times be free to exercise initiative, judgement and discretion as to how to best perform or provide services, and is not acting under the direction or supervision of the CITY. Nothing in this agreement is intended to or should be construed in any manner as creating or establishing the relationship of agents, partners, joint venturers or associates between WEST SEVENTH and the CITY, or as constituting WEST SEVENTH, its agents or employees as employees of the CITY. 22. Surrender of Premises. WEST SEVENTH, at the expiration of this Agreement, or any sooner termination of this Agreement, shall quit peacefully and surrender possession of said property and its appurtenances to CITY. WEST SEVENTA shall, at the termination of the agreement, restore CENTER to as good order and condition as the property was delivered to WEST SEVENTH, except for normal wear and tear and repairs and replacements which were the obligations of the CITY hereunder. WEST SEVENTIi shall be entitled to remove and retain all of its detached property of whatever kind that it may utilize in the CENTER unless attached to the structure or mechanical systems, returned to it upon the termination of this Agreement. 23. Indemnitv. WEST SEVENTH agrees to indemnify, defend, save and hold harmless the CITY and any agents, officers and employees thereof from all claims, demands, actions, judgements, suits or causes of action of any nature or character, arising out of WEST SEVENTH�S use of the premises except to the extent such claims arise out of CITY'S failure to maintain the premises in accordance with this agreement. rl Q �� 24. Holdover. Any holdover by WEST SEVENTA after the expiration of the term of this Agreement shall be deemed to be a tenancy only from month-to-month. All other terms and conditions of this Agreement shall be applicable. 25. Pollution and Coataminants. WEST SEVENTH 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. WEST SEVENTH shall bear all costs and expenses except for those agreed to be borne by the City in Paragraph 18, arising from com- pliance with said ordinances, laws, rules, or regulations and shall indemnify, defend, save and hold harmless CITY from all liability, including without limitation, fines, forfeitures, and penalties arising from the failure by WEST SEVENTH to comply with its obligations under the immediately preceding sentence. CITY shall have the right to perform cleanup and charge WEST SEVENTA as additional costs for such costs should WEST SEVENTH fail to comply. 26. Controllina Aareement. In the event there is any prior existing contract or other agreement between CITY and WEST SEVENTH (or its predecessor in interest) covering the subject property, it is agreed and understood that this Agreement shall cancel and terminate any prior contracts or agreements as of the effective date of this Agreement. 27. Destruction. In the event of damage to or destruction of the CENTER or in the event the premises becomes untenantable or unfit for occupancy due to such damage during the term of this Agreement, CITY may at its option: A. terminate the agreement upon fifteen (15) days' written notice to WEST SEVENTH; or B. within fifteen (15) days agree to restore the premises within a reasonable time period following the casualty. 28. Events of Default. The occurrence of any of the following events during the term of this Agreement shall constitute an event of default by WEST SEVENTH: A. the filing of a petition to have WEST SEVENTH adjudicated bankrupt or a petition for reorganization or arrangement under any laws of the United States relating to bankruptcy filed by WEST SEVENTH; B. in the event a petition to have WEST SEVENTH adjudicated bankrupt is filed againse WEST SEVENTH, the failure to dismiss 0 O L-�-H� such petition within ninety (90) days from the date of such filing; C. the assets of WEST SE�IENTH or of the business conducted by WEST SEVENTH on the CENTER be assumed by any trustee or other person pursuant to any judicial proceedings; D. WEST SEVENTH makes any assignment for the benefit of creditors; E. The failure by WEST SEVENTH to timely pay basic rent or costs as required by this Agreement; F. �he failure by WEST SEVENTH to purchase or maintain the insurance coverage required by this Agreement; G. the failure by WEST SEVENTH or its surety to discharge, satisfy or release any lien or lien statement filed or recorded against the CENTER within sixty days after the date of such filing or recording, whichever date is earlier if WEST SEVENTH is liable for the lien. It is an express covenant and agreement of WEST SEVENTH and CITY that CITY may, at its election, Cerminate this Agreement in the event of the occurrence of any of the events described in this Article or in the Article relating to liens by giving not less than ten days' written notice to WEST SEVENTH; and when so terminated, CITY may reenter the CENTER. This Agreement and its CENTER shall not be treated as an asset of WEST SEVENTIi'S estate. It is further expressly understood and agreed that CITY shall be entitled upon such reentry, notwithstanding any other provision of this Agreement, to exercise such rights and remedies as are provided in this Agreement. 29. Default Remedies. In the event an Event of Default occurs under paragraph 28 of this Agreement, CITY may exercise any one or more of the following remedies: A. terminate this Agreement, exclude WEST SEVENTH from possession of the CENTER, and use its best efforts to lease the CENTER to or enter into an agreement with another agency in accordance with applicable law; B. exercise any remedies available to it under the Minnesota Uniform Commercial Code; C. take whatever action at law or in equity may appear necessary or appropriate to collect the basic costs and cost reimbursement then due and thereafter to become due, or to enforce performance and observance of any obligation, agree- 0 ot-a-�a ment or covenant of WEST SEVENTH under this Agreement. No remedy herein conferred upon or reserved to CITY 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 default shall impair any such right or power or shall 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 CITY 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. 30. Default of Payment. WEST SEVENTH agrees that, should it default on any payment owing and due to be paid to CITY as provided in this Agreement, including but not limited to basic costs, then the remaining unpaid balance shall, at the option of the CITY, immediately become due. WEST SEVENTH further agrees that the CITY may, at its option and without notice to WEST SEVENTH, enter judg- ment against WEST SEVENTH in Ramsey County District Court for the amount of the unpaid balance, and WEST SEVENTA does hereby confess judgment in the amount of the unpaid balance due upon default, and does authorize the CITY to enter judgment as provided above. WEST SEVENTH does hereby agree that the CITY, at its option, may enter a judgment, at any time within one year of the time the last payment shall have come due, for the full amount of the unpaid balance due pursuant to the confession of judgment provided herein. 31. Payments in Case of Default. WEST SEVENTH shall pay CITY all costs and expenses, including reasonable attorney's fees in any action brought by CITY 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, if the CITY prevails. 32. RESOLUTION OF CONFLICT. Any management or operating conflict arising under this agreement which cannot be resolved by City and West Seventh through direct communication shall be promptly submitted to non-binding mediation. A.Mediation. CITY and West Seventh shall communicate directly with the assistance of a neutral person who has no authority to require any concession or agreement. Both parties agree to cooperate and act in good faith to resolve the matter(s) in dispute, and to participate in up to four hours of inediation. 10 O 6�,-`lO The mediator will accord confidentiality and privilege to all communications with the parties. The mediator shall not participate as a witness, collateral contact or atCorney in a conflict involving either party. Further, neither party may call the mediator as a witness to testify in any proceeding involving the subject matter of the mediation. Any statements, discussions, offers, or demands during mediation are confidential and shall not be used in any subsequent proceeding. B. Agreements. The mediator shall reduce to a written agreement any resolution of conflict reached by the parties. C. Selection of Mediator. The mediator shall be selected by mutual agreement of the parties, or if the parties are unable to agree, then parties shall request the Ramsey County District Court Civil ADR Program to select a person from its list of qualified neutral mediators. D. Payment of Costs. The parties shall share the mediator's fees and disbursements equally unless they mutually agree otherwise. The mediator shall provide the parties with his/her fee disbursement schedule in advance of inediation. E. Applicability of Dispute Settlement Procedures The above procedures shall apply to any claims or controversies regarding scheduling which the parties cannot resolve. F. Exhaustion of Remedies. The above procedures shall be followed before either party shall apply to the Court for relief and before the CITY exercises its power of final authority G. City Retains Final Authority to Determine Issues. Consistent with the City's responsibilities and law, the City retains final authority to resolve any management or operating conflicts regardless of the mediator's suggestions. 33. Com_pliance with Laws. The property described herein may be used for only the purposes stated herein. It is the sole and exclusive responsibility of WEST SEVENTH in the use of the property to comply with all laws, rules, regulations or ordinances imposed by any jurisdiction affecting the use to which the property is proposed to be put. Inability or failure by WEST SEVENTA to comply with any of said laws, rules, regulations or ordinances will not relieve WEST SEVENTH of the obligation to pay the costs provided herein. 34. Alon-Discrimination. 6�BST SEVENTH for itself, its personal representatives, successors in interest and assigns, as a part of 11 o t -�.�.� the consideration hereof, does hereby covenant and agree, that: A. no person, on the basis of race, sex, sexual or a£fectional orientation, color, creed, religion, age, disability, marital status, familial 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 CENTER; B. that in connection with the construction of any improve- ments on said CENTER and lands and the furnishing of services thereon, no discrimination shall be practiced in the selection of employees and contractors, by contractors in the selection and retention of first tier subcontractors, and by first-tier subcontractors in the selection and retention of second-tier subcontractors; 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 CENTER; and _ D. that WEST SEVENTH shall use the�CENTER in compliance with all other requirements imposed �pursuant to the Saint Paul Legislative Code Chapter 183. 35. Liens. WEST SEVENTH shall not�permit mechanic's liens or other liens to be filed or establi�h,'ed` or to remain against the CENTER for labor, materials or ser�v}c�s furnished in connection with any additions, modifications, im�rovements, repairs, renewals or replacements made to the CENTER at the request of WEST SEVENTH; provided that if WEST SEVENTH shall �irst notify the CITY of its intention to do so and shall deposit in�escrow with the CITY a sum of money or a bond or irrevocable letter of credit acceptable to the CITY equal to the amount of the claim of lien, WEST SEVENTH 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 CITY, the nonpayment of any such items subjects the CENTER to any loss or forfeiture, the CITY may require WEST SEVENTH to use said escrow account to promptly pay all such unpaid items and if WEST SEVENTH fails to pay from said escrow account, the CITY may pay and charge WEST SEVENTH. 36. Eminent Domain. In the event the entire CENTER is taken by eminent domain, or such portion thereof is so taken that in WEST SEVENTH'S reasonable judgement it is uneconomic thereafter to restore the CENTER and proceed under the terms and provisions of 12 o t ��-`� this Agreement, WEST SEVENTH may terminate this Agreement by giving to CITY thirty days' written notice of termination, effective as of the date on which the condemning authority acquires legal title or physical possession of the CENTER. WEST SEVENTH 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. WEST SEVENTH may to the extent otherwise permitted in the eminent domain proceeding, remove its own furnishings and equipment at its own e�cpense_ 37. Reports. Records and Other pocuments. WEST SEVENTH shall furnish the CITY with an annual report within one hundred fifty (150) days after the close of each calendar year setting forth a general financial accounting of the operation of the CENTER, and without limiting the generality of the foregoing, such report shall include: A. The names and addresses of the officers and directors of its governing body and the principal administrative staff officers operating within the CENTER; B. A statement of the nature and extent of the activities and programs carried out during the preceding year; and a summary of client evaluations of said services; C. A certification that WEST SEVENTH has operated the CENTER in accordance with the provisions set forth in this Agreement; D, The status of all insurance required to be maintained by WEST SEVENTH in accordance with the provisions set forth in this Agreement: E. A statement of revenues and expenditures, if any. F. A report about all subleasees and the programs they offer. WEST SEVENTH shall further submit to the CITY such other and additional data, reports and copies of records and documents relating to its operations of the CENTER as the CITY may require. Such data, reports, and copies of records and documents shall, upon submission, become the property of the CITY. 38. Agreement Administrators. The Agreement Administrator for the CITY is the Director of Parks and Recreation or such other person designated in writing by the CITY. The Agreement Administrator for WEST SEVENTH is its Executive Director. 39. Agenda. By October 31st each year, WEST SEVENTH will supply the CITY with an agenda of programs and services which it expects to conduct during the next calendar year, and the CITY may, in writing, provide suggestions for additional program content and/or modification. 13 o t-�.�to 40. Severabilitv. In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that all of the provisions of this Agreement which are not affected by such an occurrence shall constitute a£ull and complete Agreement between the parties. 41. Amendment of Aareement. This Agreement may be amended upon the mutual agreement of CTTY and WEST SEVEI3TH. All amendments shall be in writing and effective upon execution of duly qualified officers of CITY and WEST SEVENTH. This document contains the entire Agreement between the parties. The terms of this Agreement are contractual and not a mere recital. No promise, inducement or representation other than what is set forth in this Agreement has been made, offered or agreed upon by either party. The undersigned parties have fully read the foregoing Agreement in its entirety, have been fully advised by their counsel, know and understand the contents and sign the same as their free act and deed. IN WITNESS WtiEREOF, the parties hereto have set their hands and seals the day and year in this Agreement first above-written. For WEST SEVENTH For CITY OF SAINT PAUL Board Chair Executive Director APPROVED AS TO FORM Assistant City Attorney City Clerk t•iayvi Recreation Director, Financial Services 14 O�iGINAL crnr Presented By Council File # O►� p'�.�0 creen sheet # l\�y��. PAUL, MINNESO � � � l8 Referred to Co�ittee: Date 1 2 3 4 5 6 7 8 9 lo li 12 WHEREAS, the City of Saint Paul has constructed community centers for the purpose of providing co-located human services to the public, and WHEREAS, the City owns a community center at the West']"` Community Center, 265 Oneida Street, and WHEREAS, West'7� Community Center Inc. has leased the community center from the City since 1984 and has successfully provided human services, and WE�REAS, the lease agreement between the City and West '7 should be renewed, and WHEREAS, the Saint Paul Parks and Recreation Commission has voted to support the renewal of the lease agreement, NOW r. � R � �ORE BE TT RFSOLVED, that the proper City officials aze hereby authorized and directed to renew the lease agreement with West '7� Community Center Inc. for the management of the West '7 Community Center. Requested by: Diviai�n of Parks and (/GBy: Adopted by Council: Date �g� � Adoption Certified by Council Secretary \�� '� � _ � _ � / � /�/ / �`' /., .i . //// / , i ��/�� ' � '�� For[n Approved by City B.£torney BY: �� proved by Mayor for Submiaeion to Council BY � i 6�li-'L— ri o�,�aTro�,«o�,p� DATEINIMTED GREEN SHEET �5�1 Parks and Recreation NO. 111442 2-27-ot O t —d�lo CONTACT P6{SON µD PMONE H1Ii1/LLAATE INI7IALAATE VinCe Gillespie 26&6408 � 1 o�nmMexrwnecroa 6 arrcouNa� � 2 «rrwnawEV 5 arcc�mic MU5f BE ON COVNqL A6HJDA BY mATq p ��' �flNANqAI SHMCES DIR Ofl0E12 / O/ 4 MAYOR �OR ASSISTAN71 7 Parks and Rec TOTALSOFSIGNA7i1REPAGES � (CIIVA{L{,pCA7pN8PoR810M11TINk7 �.' ACTION HEOUESTm: �' � Approve Resolution directing the proper city officials to renew the lease agreement with ffie W. 7"' Community Center Inc. for the management of the West 7"' Community Center. HECOMMENDATONS: Approw W aRejact W P6tBONNLE9lVICECON1qACT8MU8TANBW9[i1EFOLLOWIN60U�110N8: PLPHNING COM4MSSION _qNL SSNICE CAMM{SSION 1. Hr tM pr�oNfem evar workstl vqm a eanVaet fx th's deprhnen[7 _CIB COMMITTEE � YES NO A srnFF z. x.. w w•�m.... ee«„ «�r.maor�x Y6 NO _DISTflICT COUNGIL _ 3. Dos tM pr�rm pswn � Ntill not nermYlY P� M rv ��a�� aN a�N�%'M] SUPPORTSNq11C11COUNCILOBJECTVE7 yE$ NO B�pWn N Ym amwan on aaprah alre[ eM emeh Lo Peen Mret. UUTIATING PfWeIQA.ISSUE. OPPORTUNITY NNw. Wlut. Nrten, Whue, Whyl: The lease agreement should be renewed in order to be consistent with similar agreements and to reflect current use of the facility. ADVANTAGES IP APPqOVFD: West 7'" Community Center Inc. will continue to manage the community center. The City will have increased oversite aver its programs and activities. �� . 4 �•�- DISAOVANTAGESIFAPPHOVED: p�Pg�� ' S None � DISADVANTAOES �F NOT APPqOVED: � E B R �� i � ; ) p G The agreement would have to be renewed at some time before 2004. �� '�� • TOTALqMOUNTOFTflM1SACT10N $ N/A eosrmEVe+ueswc+ermtcew�oxo rFS xo FUNOINQSOINCE AC7IVITYN{�1f9t RNANqALiNFOqMATON: (IXPLAIM / \ a t-a�to AGREEMENT BETWEEN THE . CITY OF SAIlVT PAUL AND WEST SEVENTH COMMU1vITY CENTER . THIS AGREEMENT made this day of , 2001 between the CITY OF SAINT PAUL, a Municipal Corporation and political subdivision of the State of Minnesota (hereinafter called the "CITY") and WEST SEVENTH COhII�SUNITY CENTER, a Non-Profit Corporation organized and existing under the Laws of the State of Minnesota (hereinafter called "WEST SEVENTH). WITNESSETH: WHEREAS, the CITY has constructed a facility known as the WEST SEVENTH COMMUNITY CENTER (hereinafter "CENTER") on the property known as SAINT CLAIR RECREATION CENTER, 265 Oneida Street; and WFiEREAS, it is the desire of the CITY that social services be provided at the CENTER. WHEREAS, WEST SEVENTH is capable of providing such services in fulfillment of educational, recreational and social programs for the benefit of Saint Paul citizens; now, It is therefore mutually agreed by and between the CITY and WEST SEVENTH: 1. Premises. That the CITY permits and authorizes WEST SEVENTH to conduct human service programs and other community-oriented programs in the CENTER. In order to facilitate such program the City agrees to leases all spaces except the following spaces: Recreation Office and warming room. 2. Term of Aareement. The term of this agreement shall be five years from day of signing. WEST SEVENTH shall have the right and option to renew this agreement with the approval of the CITY for five (5) successive renewal terms of two (2) years each, upon the provisions, covenants and conditions of this agreement. WEST SEVENTH's option to renew shall be exercised by notice to the CITY in writing at least six t6) months prior to the termination of the initial term or of the renewal term then in effect. o � . �.K� 3. Use of Premises. WEST SEVENTH will provide, in its usage of the Center, such social services and other community programs as it deems beneficial to the residents of the CITY. The CITY has a right to review the programs provided at the CENTER and advise WEST SEVEN'PH as to their appropriateness_ The CITY will provide, in its usage of the CENTER, such recreational programs as it deems beneficial to the citizens of the West Seventh area. 4. Continvent Fundina. Performance of this Agreement by WEST SEVENTH is contingent upon continued funding of its programs. WEST SEVENTH will be required to give notice to the CITY pursuant to paragraph 16 of intent to cancel the Agreement due to lack of funding, but in the event that funding is terminated without an opportunity to give full notice, it may terminate the Agreement by giving written notice as soon as it receives notice of termination of funding. 5. Basic pavment. The basic payment of rent shall be one (1) dollar per year. WEST SEVENTH shall remit basic payments and cost reimbursements to CITY at the following address: Manager of Recreation 300 City Hall Annex Saint Paul, MN 55102 6. Cost Reimbursement. WEST SEVENTH will be responsible for all assessments, property taxes and service charges assessed to the property during its tenancy which are due to the occupancy or use by WEST SEVENTH. Deferral of assessments, if any shall be approved by the CITY. WEST SEVENTH will not voluntarily create, cause or allow to be created any debt, 1ien, charge or other encumbrance against the CENTER. WEST SEVENTH shall pay and discharge when due, taxes, assessments or other charges lawfully imposed upon its leasehold in the CENTER or on its operations therefrom. The foregoing shall be subject to the right of WEST SEVENTH to contest any such taxes, assessments or charges, and incident thereto to withhold payment of same, pending the disposition of its challenge to the imposition of said tax, assessment or charge. 7. RiQht of Entrv. agreement, the CITY shall employees, to enter into business hours or, in th any legitimate purpose. At all times during the term of this have the right, by itself, its agents and and upon the CENTER during reasonable e event of an emergency, at any time for o t ��'�° ' 8. Insurance. WEST SEVENTH shall acquire during the term of this agreement the following coverage: A. WEST SE�IENTH shall be responsible for the self insurance of, or the acquisition of Commercial Property Insurance on, its personal property. B. COMPREHENSIVE GENERAL LIABILITY INSURANCE including blanket contractual liability coverage, personal injury liability coverage and broad form property damage liability endorsement with a combined single limit of not less than $1,000,000 per occurrence shall be purchased by WEST SEVENTH. Such insurance shall: (a) name the City of Saint Paul as addi- tional insured; (b) be primary with respect to CITY'S insurance or self-insurance; (c) not exclude explosion, collapse and underground property damage; (d) be written on an "Occurrence" Form policy basis; and (e) not contain an "aggregate" policy limit unless specifically approved in writing by CITY. C. WORKERS' COMPENSATION INSURANCE with not less than statutory minimum limits; and EMPLOYERS' LIABILITY INSURANCE with minimum limits of at least $100,000 per accident and with an all states endorsement. D. WEST SEVENTH shall supply to CITY current insurance certi£icates for policies required in this agreement. '�he certificates shall certify whether or not the agent has errors and omissions insurance coverage. E. Nothing in this agreement shall constitute a waiver by the CITY of any statutory limits or exceptions on liability. F. WEST SEVENTH shall place the insurance with responsible insurance companies authorized and licensed to do business in the State of Minnesota and approved by CITY, and shall deliver copies of the policies to CITY on the date of WEST SEVENTH'S execution of this Agreement. The policies shall be endorsed to indicate that the insurer cannot cancel or change the insurance without first giving the CITY 30 days' written notice. G. Waiver of Subrogation. CITY waives its right of subroga- tion for damage to the CENTER, contents therein, loss of use thereof, and/or loss of income, up to the amount of insurance proceeds collected. WEST SEVENTH waives its right of subrogation for damage to property in the CENTER, loss of use thereof, loss of income and/or accounts receivable, up to the amount of the respective insurance proceeds collected. The parties shall notify their respective insurance companies, in writing, of the provisions of this paragraph; and, if either o t _l�i.o cannot waive its subrogation rights, such party shall immedi- ately notify the other party, in writing. H. Should WEST SEVENTH fail to purchase or maintain the insurance required herein CITY may at its option purchase said insurance in the commercial market and WEST SEVENTH shall reimburse the CITY for all premiums and costs whatsoever for said insurance. 9. Rules of Overation. All parties providing programs or activities in the CENTER shall abide by the Ru1es of Operation established by WEST SEVENTH and Ordinances of the CITY. The CITY has the right to periodically review and approve said rules. 10. CITY Snaces. The CITY will manage and operate two rooms designated as recreation center office and warming room on the west side o� the multi-purpose room and all outdoor.recreation spaces. 11. Multi-purpose Room. That the multi-purpose room shall be programmed on a seasonal basis through an accord reached between the CITY and WEST SEVENTA. 12. Permitted Space Use That the CITY and WEST SEVENTH shall permit each other to use spaces under their sole control, consistent with their separate programs, and without charge or fee. CITY and West SEVENTH shall grant each other first option to each other's space once their program needs have been met. Spaces under the sole control of WEST SEVENTH shall not be deemed to include any spaces rented to others. 13. Maintenance That the CITY shall be responsible for all grounds maintenance on the total site. This shall not include weed control or fertilization. The CITY shall also be responsible for all perimeter snow and ice removal or sanding, including exterior walks and parking lots, with WEST SEVENTH being responsible for snow removal on steps and walkways leading to the public sidewalk. Snow removal shall take place after each accumulation of more than two inches o£ snow. WEST SEVENTH shall draft minimum standards for the maintenance of the CENTER subject to approval by the CITY. C2TY retains the right to enter the premises in order to make sure that WEST SEVENTH is maintaining the property. In the event the CITY believes that WEST SEVENTH has failed to perform necessary repairs or maintenance, it may give written notice of such failure. If WEST SEVENTH fails or refuses to remedy the failure within fourteen days, the CITY may have the necessary repairs or maintenance performed and will charge WEST SEVENTH for the cost. WEST SEVENTH shall keep the CENTER and appurtenances thereto in a B! o �-�'�° clean, sanitary and healthy condition and in good repair, and in compliance with all applicable statutes, ordinances, codes and regulations and the directions of CITY. WEST SEVENTH shall yield the CENTER back to the CITY upon the termination of this agreement or any extension thereof, whether such termination shall occur by expiration of time or in any other manner whatsoever, in the same condition of cleanliness, repair and sightliness as at the date of execution hereof normal wear and tear excepted. The parties hereto each agree that they shall not permit, commit or suffer waste or impairment of the CENTER, its site, or any replacement or part thereof. 14. Cancellation or Termination. This agreement shall be subject to cancellation and termination by either party without cause at any time during the term hereof by giving the other party notice in writing at least ninety days in advance of the date when said' termination shall become effective. If WEST SEVENTH shall vacate or abandon the CENTER, Commit waste, or permit the same to remain vacant or unoccupied for a period of 30 days, without agreement of the CITY, or in the event that WEST SEVENTH loses it status as a non-profit corporation, WEST SEVENTH'S rights to possession of the CENTER immediately shall terminate with or without any notice or demand whatsoever. The mere retention of possession thereafter by WEST SEVENTH shall not constitute a forcible detainer of said premises. 15. Furniture and Equinment. That WEST SEVENTH shall be entitled to have all of its detached property and equipment of whatever kind that it may use in the CENTER returned to it upon the termination of this Agreement. 16. 23otice. All notices herein provided to be given, or that may be given by either party to the other, shall be deemed to have been fully given when served personally on CITY or WEST SEVENTH, or when made in writing and deposited in the United States Mail, certified and postage prepaid, and addressed to WEST SEVENTH at 265 ONEIDA, Saint Paul, MN 55102 and to the CITY at the Division of Parks and Recreation, 300 City Hall Annex, Saint 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. 17. Assianment and Sublettinc,L. WEST SEVENTH shall not assign or transfer its rights or obligations under this agreement without the written consent of the CITY, which consent must be obtained prior to the execution of any agreement to sublease the CENTER. wEST SEVENTH may, by agreement with other parties, permit such � o � -�-�.o � other parties to rent space from WEST SEVENTH in order to conduct programs and activities in the CENTER. The space will be scheduled to meet the program needs of WEST SEVENTH and the CITY, as well as other public and private agencies and organizations serving the community. WEST SEVENTH may charge a reasonable fee for such use to defray the cost of operating the community center. 18. Costs for Maior Repairs or ReDlacements Major repairs or replacements shall be defined as: The replacement, renovation, retrofitting or non-routine repair of the structural parts and/or service system components of a building, and the man-made components of an improved site but not including discretionary enhancements, improvements or additions. ,Structural parts include footings and foundations; beams, joists, columns; load bearing walls, exterior walls and facade (excluding glass); stairs, floors, decks, ramps, ceilings, roofs and roofing. Service system components include plumbing, electrical, communications, heating, ventilating, air conditioning, securi�y �systems and elevators; utility mains. Site components include'retaining walls, lighting affixed to the building, stairs, ramps, sidewalks, railings, drainage structures, and erosion control. The CITY shall be responsible for making any major repairs or replacements, or shall make arrangements for said repairs or replacements to be completed, except that WEST SEVENTH may do so in,emergencies. All major repairs or replacements are subject to approval by the CITY. / The cost for major repairs or replacements shall be distributed as follows: I A. WEST SEVENTH shall be res�pons}ble for the first $999.00. t � B. For costs from $1,000.00 'tb �4,999.00 WEST SEVENTH and CITY shall each pay 500 ; 1 i C. For costs greater than $4,999.00 the CITY'S Capital Maintenance Program shall pay 1000, subject to availability of funds. In the event that no funding or only partial funding is available from said Capital Maintenance Program, CITY shall pay 80o and WEST SEVENTH 20o subject to availability of funds. D. In the event that no other funding is available the CITY shall pay 1000. E. Each July the CITY and WEST SEVENTH will meet to assess the maintenance needs for the coming year so that appropriate budget planning can be done. 19. Utilities. WEST SEVENTH and CITY shall share all costs for utilities including: water, sewer, gas, electricity, phone, cable communications and waste removal according to the following o �-a`�o � percentages; CITY-20 and WEST SEVENTH-80. 20. Alteratioas. WEST SEVENTH will not make any alterations to the premises without the written consent of the CITY, such consent not to be unreasonably withheld. If WEST SEVENTH desires to make any such alterations, an accurate description shall first be submitted to and approved by the CITY and such alterations shall be done by WEST SEVENTH at its own e�cpense. Al1 such work shall be performed under the CITY�S supervision and any improvements made to the CENTER at WEST SEVENTH'S expense shall become the property of the CITY at the end of the agreement term. WEST SE�7ENTH 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 of the CENTER wi11 not be impaired, and that no liens will attach to the premises by reason thereof. 21. Personnel. WEST SEVENTH shall bear all costs and responsibility for operation �of its prbgrams and personnel administering its programs. WEST SEVENTA personnel are not employees or agents of the CITY. In the provision of services & programs set forth in Exhibit A WEST SEVENTH shall at all times be free to exercise initiative, judgement and discretion as to how to best perform or provide services, and is not acting under the direction or supervision of the CITY. Nothing in this agreement is intended to or should be construed in any manner as creating or establishing the relationship of agents, partners, joint venturers or associates between WEST SEVENTH and the CITY, or as constituting WEST SEVENTH, its agents or employees as employees of the CITY. 22. Surrender of Premises. WEST SEVENTH, at the expiration of this Agreement, or any sooner termination of this Agreement, shall quit peacefully and surrender possession of said property and its appurtenances to CITY. WEST SEVENTA shall, at the termination of the agreement, restore CENTER to as good order and condition as the property was delivered to WEST SEVENTH, except for normal wear and tear and repairs and replacements which were the obligations of the CITY hereunder. WEST SEVENTIi shall be entitled to remove and retain all of its detached property of whatever kind that it may utilize in the CENTER unless attached to the structure or mechanical systems, returned to it upon the termination of this Agreement. 23. Indemnitv. WEST SEVENTH agrees to indemnify, defend, save and hold harmless the CITY and any agents, officers and employees thereof from all claims, demands, actions, judgements, suits or causes of action of any nature or character, arising out of WEST SEVENTH�S use of the premises except to the extent such claims arise out of CITY'S failure to maintain the premises in accordance with this agreement. rl Q �� 24. Holdover. Any holdover by WEST SEVENTA after the expiration of the term of this Agreement shall be deemed to be a tenancy only from month-to-month. All other terms and conditions of this Agreement shall be applicable. 25. Pollution and Coataminants. WEST SEVENTH 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. WEST SEVENTH shall bear all costs and expenses except for those agreed to be borne by the City in Paragraph 18, arising from com- pliance with said ordinances, laws, rules, or regulations and shall indemnify, defend, save and hold harmless CITY from all liability, including without limitation, fines, forfeitures, and penalties arising from the failure by WEST SEVENTH to comply with its obligations under the immediately preceding sentence. CITY shall have the right to perform cleanup and charge WEST SEVENTA as additional costs for such costs should WEST SEVENTH fail to comply. 26. Controllina Aareement. In the event there is any prior existing contract or other agreement between CITY and WEST SEVENTH (or its predecessor in interest) covering the subject property, it is agreed and understood that this Agreement shall cancel and terminate any prior contracts or agreements as of the effective date of this Agreement. 27. Destruction. In the event of damage to or destruction of the CENTER or in the event the premises becomes untenantable or unfit for occupancy due to such damage during the term of this Agreement, CITY may at its option: A. terminate the agreement upon fifteen (15) days' written notice to WEST SEVENTH; or B. within fifteen (15) days agree to restore the premises within a reasonable time period following the casualty. 28. Events of Default. The occurrence of any of the following events during the term of this Agreement shall constitute an event of default by WEST SEVENTH: A. the filing of a petition to have WEST SEVENTH adjudicated bankrupt or a petition for reorganization or arrangement under any laws of the United States relating to bankruptcy filed by WEST SEVENTH; B. in the event a petition to have WEST SEVENTH adjudicated bankrupt is filed againse WEST SEVENTH, the failure to dismiss 0 O L-�-H� such petition within ninety (90) days from the date of such filing; C. the assets of WEST SE�IENTH or of the business conducted by WEST SEVENTH on the CENTER be assumed by any trustee or other person pursuant to any judicial proceedings; D. WEST SEVENTH makes any assignment for the benefit of creditors; E. The failure by WEST SEVENTH to timely pay basic rent or costs as required by this Agreement; F. �he failure by WEST SEVENTH to purchase or maintain the insurance coverage required by this Agreement; G. the failure by WEST SEVENTH or its surety to discharge, satisfy or release any lien or lien statement filed or recorded against the CENTER within sixty days after the date of such filing or recording, whichever date is earlier if WEST SEVENTH is liable for the lien. It is an express covenant and agreement of WEST SEVENTH and CITY that CITY may, at its election, Cerminate this Agreement in the event of the occurrence of any of the events described in this Article or in the Article relating to liens by giving not less than ten days' written notice to WEST SEVENTH; and when so terminated, CITY may reenter the CENTER. This Agreement and its CENTER shall not be treated as an asset of WEST SEVENTIi'S estate. It is further expressly understood and agreed that CITY shall be entitled upon such reentry, notwithstanding any other provision of this Agreement, to exercise such rights and remedies as are provided in this Agreement. 29. Default Remedies. In the event an Event of Default occurs under paragraph 28 of this Agreement, CITY may exercise any one or more of the following remedies: A. terminate this Agreement, exclude WEST SEVENTH from possession of the CENTER, and use its best efforts to lease the CENTER to or enter into an agreement with another agency in accordance with applicable law; B. exercise any remedies available to it under the Minnesota Uniform Commercial Code; C. take whatever action at law or in equity may appear necessary or appropriate to collect the basic costs and cost reimbursement then due and thereafter to become due, or to enforce performance and observance of any obligation, agree- 0 ot-a-�a ment or covenant of WEST SEVENTH under this Agreement. No remedy herein conferred upon or reserved to CITY 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 default shall impair any such right or power or shall 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 CITY 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. 30. Default of Payment. WEST SEVENTH agrees that, should it default on any payment owing and due to be paid to CITY as provided in this Agreement, including but not limited to basic costs, then the remaining unpaid balance shall, at the option of the CITY, immediately become due. WEST SEVENTH further agrees that the CITY may, at its option and without notice to WEST SEVENTH, enter judg- ment against WEST SEVENTH in Ramsey County District Court for the amount of the unpaid balance, and WEST SEVENTA does hereby confess judgment in the amount of the unpaid balance due upon default, and does authorize the CITY to enter judgment as provided above. WEST SEVENTH does hereby agree that the CITY, at its option, may enter a judgment, at any time within one year of the time the last payment shall have come due, for the full amount of the unpaid balance due pursuant to the confession of judgment provided herein. 31. Payments in Case of Default. WEST SEVENTH shall pay CITY all costs and expenses, including reasonable attorney's fees in any action brought by CITY 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, if the CITY prevails. 32. RESOLUTION OF CONFLICT. Any management or operating conflict arising under this agreement which cannot be resolved by City and West Seventh through direct communication shall be promptly submitted to non-binding mediation. A.Mediation. CITY and West Seventh shall communicate directly with the assistance of a neutral person who has no authority to require any concession or agreement. Both parties agree to cooperate and act in good faith to resolve the matter(s) in dispute, and to participate in up to four hours of inediation. 10 O 6�,-`lO The mediator will accord confidentiality and privilege to all communications with the parties. The mediator shall not participate as a witness, collateral contact or atCorney in a conflict involving either party. Further, neither party may call the mediator as a witness to testify in any proceeding involving the subject matter of the mediation. Any statements, discussions, offers, or demands during mediation are confidential and shall not be used in any subsequent proceeding. B. Agreements. The mediator shall reduce to a written agreement any resolution of conflict reached by the parties. C. Selection of Mediator. The mediator shall be selected by mutual agreement of the parties, or if the parties are unable to agree, then parties shall request the Ramsey County District Court Civil ADR Program to select a person from its list of qualified neutral mediators. D. Payment of Costs. The parties shall share the mediator's fees and disbursements equally unless they mutually agree otherwise. The mediator shall provide the parties with his/her fee disbursement schedule in advance of inediation. E. Applicability of Dispute Settlement Procedures The above procedures shall apply to any claims or controversies regarding scheduling which the parties cannot resolve. F. Exhaustion of Remedies. The above procedures shall be followed before either party shall apply to the Court for relief and before the CITY exercises its power of final authority G. City Retains Final Authority to Determine Issues. Consistent with the City's responsibilities and law, the City retains final authority to resolve any management or operating conflicts regardless of the mediator's suggestions. 33. Com_pliance with Laws. The property described herein may be used for only the purposes stated herein. It is the sole and exclusive responsibility of WEST SEVENTH in the use of the property to comply with all laws, rules, regulations or ordinances imposed by any jurisdiction affecting the use to which the property is proposed to be put. Inability or failure by WEST SEVENTA to comply with any of said laws, rules, regulations or ordinances will not relieve WEST SEVENTH of the obligation to pay the costs provided herein. 34. Alon-Discrimination. 6�BST SEVENTH for itself, its personal representatives, successors in interest and assigns, as a part of 11 o t -�.�.� the consideration hereof, does hereby covenant and agree, that: A. no person, on the basis of race, sex, sexual or a£fectional orientation, color, creed, religion, age, disability, marital status, familial 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 CENTER; B. that in connection with the construction of any improve- ments on said CENTER and lands and the furnishing of services thereon, no discrimination shall be practiced in the selection of employees and contractors, by contractors in the selection and retention of first tier subcontractors, and by first-tier subcontractors in the selection and retention of second-tier subcontractors; 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 CENTER; and _ D. that WEST SEVENTH shall use the�CENTER in compliance with all other requirements imposed �pursuant to the Saint Paul Legislative Code Chapter 183. 35. Liens. WEST SEVENTH shall not�permit mechanic's liens or other liens to be filed or establi�h,'ed` or to remain against the CENTER for labor, materials or ser�v}c�s furnished in connection with any additions, modifications, im�rovements, repairs, renewals or replacements made to the CENTER at the request of WEST SEVENTH; provided that if WEST SEVENTH shall �irst notify the CITY of its intention to do so and shall deposit in�escrow with the CITY a sum of money or a bond or irrevocable letter of credit acceptable to the CITY equal to the amount of the claim of lien, WEST SEVENTH 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 CITY, the nonpayment of any such items subjects the CENTER to any loss or forfeiture, the CITY may require WEST SEVENTH to use said escrow account to promptly pay all such unpaid items and if WEST SEVENTH fails to pay from said escrow account, the CITY may pay and charge WEST SEVENTH. 36. Eminent Domain. In the event the entire CENTER is taken by eminent domain, or such portion thereof is so taken that in WEST SEVENTH'S reasonable judgement it is uneconomic thereafter to restore the CENTER and proceed under the terms and provisions of 12 o t ��-`� this Agreement, WEST SEVENTH may terminate this Agreement by giving to CITY thirty days' written notice of termination, effective as of the date on which the condemning authority acquires legal title or physical possession of the CENTER. WEST SEVENTH 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. WEST SEVENTH may to the extent otherwise permitted in the eminent domain proceeding, remove its own furnishings and equipment at its own e�cpense_ 37. Reports. Records and Other pocuments. WEST SEVENTH shall furnish the CITY with an annual report within one hundred fifty (150) days after the close of each calendar year setting forth a general financial accounting of the operation of the CENTER, and without limiting the generality of the foregoing, such report shall include: A. The names and addresses of the officers and directors of its governing body and the principal administrative staff officers operating within the CENTER; B. A statement of the nature and extent of the activities and programs carried out during the preceding year; and a summary of client evaluations of said services; C. A certification that WEST SEVENTH has operated the CENTER in accordance with the provisions set forth in this Agreement; D, The status of all insurance required to be maintained by WEST SEVENTH in accordance with the provisions set forth in this Agreement: E. A statement of revenues and expenditures, if any. F. A report about all subleasees and the programs they offer. WEST SEVENTH shall further submit to the CITY such other and additional data, reports and copies of records and documents relating to its operations of the CENTER as the CITY may require. Such data, reports, and copies of records and documents shall, upon submission, become the property of the CITY. 38. Agreement Administrators. The Agreement Administrator for the CITY is the Director of Parks and Recreation or such other person designated in writing by the CITY. The Agreement Administrator for WEST SEVENTH is its Executive Director. 39. Agenda. By October 31st each year, WEST SEVENTH will supply the CITY with an agenda of programs and services which it expects to conduct during the next calendar year, and the CITY may, in writing, provide suggestions for additional program content and/or modification. 13 o t-�.�to 40. Severabilitv. In the event any provision of this Agreement is deemed unconstitutional, illegal or void as a matter of law, the parties agree that all of the provisions of this Agreement which are not affected by such an occurrence shall constitute a£ull and complete Agreement between the parties. 41. Amendment of Aareement. This Agreement may be amended upon the mutual agreement of CTTY and WEST SEVEI3TH. All amendments shall be in writing and effective upon execution of duly qualified officers of CITY and WEST SEVENTH. This document contains the entire Agreement between the parties. The terms of this Agreement are contractual and not a mere recital. No promise, inducement or representation other than what is set forth in this Agreement has been made, offered or agreed upon by either party. The undersigned parties have fully read the foregoing Agreement in its entirety, have been fully advised by their counsel, know and understand the contents and sign the same as their free act and deed. IN WITNESS WtiEREOF, the parties hereto have set their hands and seals the day and year in this Agreement first above-written. For WEST SEVENTH For CITY OF SAINT PAUL Board Chair Executive Director APPROVED AS TO FORM Assistant City Attorney City Clerk t•iayvi Recreation Director, Financial Services 14