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01-548Council File # �l'� S 6 Q�IGINAL RESOLUTION CITY OF SAINT PAUL, MINNESOTA Green Sheet # `O�� �� Presented By Referred to Committee: Date 1 WIIEREAS, the State of Minnesota has created a Youth Initiative (Bonding) Grant Proa am 2 pursuant to 1996 Laws of Minnesota, Chapter 463, Section 4, to make available funding to design, equip, 3 renovate, replace, or construct parks and recreation buildings to provide youth enrichment activities 4 during non-school hours, and 5 WHEREAS, the State of Minnesota has continued its Youth Initiative (Bonding) Grant Program 6 pursuant to 1998 Laws of Minnesota, Chapter 404, Section 5, Subd. 5, and 7 WHEREAS, the Saint Paul City Council by its resolution 00-707 has approved a Youth Initiative 8 Grant fmanced project to purchase equipment and properiy for Raising the Big Top-Circus of the Star, a 9 non-profit corporation of the State of Minnesota, and 10 WHEREAS, acceptance of the grant funds for purchase of equipment and properiy requires that 11 the City of Saint Paul purchase said equipment and lease it to Circus of the Star, axid that said lease meet 12 the requirements of Minn. Stat. § 16A.695 for property purchased with State bond proceeds. 13 NOW THEREFORE BE IT RESOLVED, that the Mayor and the proper City officials are hereby 14 authorized to execute an Equipment Lease Agreement between the City and Circus of the Star. Yeas Nays Absent Benanav _�� Blakey_ �� Bostrom � Coleman �� Harris y Lantry �/' Reiter � � � � Adopted by Council: Date �a0 O� Adoption Certified by Council Secretary By ��� Q` J�� �8 r� Approved by Mayor: Date: f By: «��9r'vvl�vc I�� l� � Requested by: By �'.!/�Wf�6YVM�'� S� �(— O / Approved by Mayor for Submission to Council BY= ��� � Form Approved by City Attorney GREEN SHEET � � NO. 106765 DEPAR7MENIlOFFICE/COVNCIL DATE INITIA7E0 Parks and Recreation May 7, 2001 r ot-S�lE`' CONTACT PERSON AND PHONE INITAVDATE INITIAUDATE Ken Wehrle 266-6422 ��'� � DEPARiMENTDIRECTOF 4 QTYCOUNC0. RSSIGN (� NUMBER FOR�, Z CITY ATTORNEY tW S��� �iI � _ CIiY CLERK MUST BE ON COUNGL qGENDA BY fDAiE1 ROUiING OMER FINANCIALSERVILE$DIP. FINANQALSERVICESlACCOUNTING .3 MAYOR IOR ASSISTAN'�� �J PARKS AND RECREATION TOTAL 9 OF SIGNATURE PAGES � lCLIP ALL LOCATIONS FOR SI6NATIRE) ACTtON REQUFSiED: Approval of City Council Resolution authorizing the proper City Officials to execute an equipment lease agreemeRt with Circus ot the Star. RECOMMENDATIONS: Appmve (A1 or Reject (R) PERSONAL SERVICE CONTRACTS MUST ANSWER THE fOLLOWING QUESTIONS: _ PLANNING COMMISSION _CIVR SERVICE WMMISSION �, Has this persoNfirtn ever worked untler a conttac[ far this departmenV CIB COMMITTFE _ YES NO p. STAFF 2. Has this persoNfirtn ever been a city employee> VES NO DISTRICT COUNClC — — 3. Ooes this persoNfirm poss¢ss a skdl not normally possessetl by any current ciry employee? SUPPORTSWHICHCOUNCILOBJECTIVE? YES NO �plafn all yes answers on separate sheet and attaeh to green sheet. INITIATING PROBLEM, {SSUE, OPPORTUNIN (Who, What, When, Whe�e, Why). The City has received grant funds from the State to purchase equipment and furnishings for Circus of the Star. Acceptance ot grant funds requires that said equipment and furnishings be leased from the City by Circus of the Star. ADVANTAGES IF APPROVED Purchase and lease of furnishings and equipment can proceed. 1 l���l !1 � DISADVANTAGES IF APPROVED �oua�cd9 �3e�earch �er► e� MAY 0 9 ZQ�s � None MAY 18 2001 �IT� A41 ToRNE F OISADVANTA6ESIFNOTAPPROVEO , , Purchase and lease of fumishings artd equipment cannot proceed. TOTAL AMOUNT OF TRANSACTION y NA COST/REVENUE BUDGEfED (CIRCLE ONE� YES NO FUNDING SOURCE ACTIVffV NUMBER FINANCIAL INFORMATION: (EXPLAIN) � � �\ �������� �AY 1 i Z��g �lT� ���"ORlVE� 1 EQUIPMENT LEASE BETWEEN THE CITY OF SAINT PAUL AND CIRCUS � a 1�5�.1 � � �� ` � OF THE STAR THIS AGREEMENT, dated this day of , 2001 by and between the City of Saint Paul, Minnesota, a municipal corporation organized and existing under the laws of the State of Minnesota, hereinafter referred to as "Lessor" and Circus of the Star, a non-profif corporation organized and existing under the laws of the State of Minnesota, hereinafter referred to as "Lessee". WITNESSETH: WHEREAS, Lessor and Lessee have received funding through a Youth Iniative Grant from the State of Minnesota pursuant to Laws of Minnesota 1996, Chapter 463, Section 4, and continued pursuant to 1998 Laws of Minnesota, Chapter 404, Section 5, Subd. 5, for the purchase of equipment and property to expand quality circus programming for children, and WHEREAS, accepfance of the granf fund for the purchase of equipment and property will cause the equipment and property to become subject to Minn. Stat. § 16A.695, and WHEREAS, Lessor is the owner of certain equipment and property listed in Exh+bit "A", attached, being a part of this agreement, said equipment and property having been purchased with said Youth initiative Grant funds from the State of Minnesota Department of Children, Famiiies and Leaming, and WHEREAS, Lessee desires to lease fram Lessor said equipment for the purpose of expanding existing quality circus programming for children. NOW THEREFORE, it is mutually agreed by and between Lessee and Lessor as follows: 1. Lease. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, al! equipment and other property described in Exhibit "A" executed by the paY�ies coneurrently herewit"� e, hereafter and made a pa! hereof, and any e,.hibit er exhibits hereafter executed by the parties hereto and made a part hereof. The equipment and other property described in a!I the exhibits are hereinafter co!lectively called "EquipmenY'; and all the exhibits are collectively called "ExhibiY'. 1 . o+_S4.P' 2. Term. the term of this lease shall be for ten (10) years, commencing upon the date first written above (commencement date) and terminating at midnight the last day of the month in which the tenth anniversary of the commencement date shall have occurred. Lessee shall have the right and option to extend this Lease with approval of Lessor for one (1) successive renewal term of ten (10) years each, upon the provisions, covenants and conditions of this Lease. Lessee's option io renew shall be exercised by notice to Lessor in writing at least thirty (30) days prior to the termination of the initiai term or of the renewal term then in effect. In no event shall the Lessee be entitled to renew the term of the Lease, even though such notice is timely given, uniess the Lessee shall have performed all of its ob�igations hereunder and is not in default in the terms of the Lease and Lessor has determined by official action that the use continues to carry out the governmental program authorized in the original Lease Agreement or in a valid amendment to that Agreement. 3. Rent. L.essee agrees to pay the Lessor the sum of $1.00 as rent for the Equipment for the initial ten (10) year term of this Lease. Lessee also agrees to pay Lessor the sum of $1.00 as rent for the Equipment for the successive ten (10) year renewal term exercised. 4. Use. Lessee shall use Equipment to carry out a program of quality circus perFormance education and circus performances for children in accordance with the written, acknowledged program of Circus of the Star. Lessor believes that the purposes for which Lessee may use the Equipment, as set forth in this paragraph, serve the governmental program set forth in the Laws of Minnesota 1996, Chapter 463, Section 4 and Laws of Minnesota 1998, Chapter 404, Section 5, Subd. 5, and wiil provide youth in grades four through eight with enrichment activities during nonschool hours. This Agreement is authorized pursuant to that statute and by the o�cial actions of the City Council of Saint Pau! by Council Resolution File No. 00-707 and approved by the Mayor on August 4, 2000, and by Minn. Stat. § 471.191. Lessee agrees to use Equipment primarily in the Facility, as described in the Land Lease Agreement, dated November 13, 1997, between the City of Saint Paul and Circus of the Star. Lessee shall use the Equipment in a carefui and proper manner and shall comply with and conform to all laws, rules, ordinances and regulations imposed by any jurisdiction affecting the possession or the use to which the Equipment is put. 5. Installation and Alterations. Lessee shall be solely responsible for installation of ail Equipment. Lessee shall not make any permanent alterations, additions or improvements to the Equipment without the prior written consent of the Lessor. Such permitted alterations, additions or improvements may, at Lessee's option, be removed by Lessee upon the expiration or earlier termination of this Lease only if such removai may be accomplished without damage to the Equipment or oihen,vise reducing its value below that which it wouid have been in the event no such alterations, addi#ions or improvements had been made. � o t -s'� Y' 6. Repairs. Lessee, at its own cost and expense, shall keep the Equipment in good repair, condition and working order for the program use intended. Lessee shall furnish any and ail parts, mechanisms and devices required to keep the Equipment in good mechanicai and working order. Said repairs shall be made in such time as to not unreasonably disrupt scheduled program activities. 7. Loss and Damaqe. Lessee hereby assumes and shall bear the eniire risk of loss and damage to the Equipment from any and every cause whatsoever. No loss or damage to the Equipment shall impair any obligation of Lessee under this Lease which shali continue in full force and effect. Lessee shall, at its own cost and expense, replace lost Equipment and repair damaged Equipment. Damaged Equipment deemed beyond repair shall be replaced by Lessee at its own expense. Lost Equipment shall be replaced and damaged Equipment repaired in such time as to not unreasonably disrupt scheduled program activities. 8. Canceliation or Termination. If Lessee shafl faif to perform schedu{ed program activities, vacate or abandon Equipment, or permit the same to remain unused for a period of seventy-five (75) days without agreement of the city, or in the event that Lessee loses its status as a non-profit corporation, or the program activities set forth in Paragraph 4 are terminated or changed, Lessee's rights to possession of said Equipment shall immediately terminate with or without any notice or demand whatsoever. Upon cancellation or termination of this �ease, Lessee shall return said Equipment to the Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof excepted. 9. Taxes. Lessee shail keep Equipment free and ciear of ail levies and encumbrances and shall pay when due ali license fees, registration fees, assessments, charges and taxes (municipal, state and federal) which may now or hereafter be imposed upon the ownership, leasing, renting, sale, possession or use of the Equipment. Lessee shall, upon direction from the Minnesota Commissioner of Finance, take such actions and furnish such documents as the Commissioner determines to be necessary to ensure that interest to be paid o� the General Obligation bonds is exempt from fiederai taxation by changing the nature and/or terms of this Lease so that it complies with Revenue Procedure 93-19. 3 p��s4d 10. Insurance. Lessee shali maintain during the term of this Lease, Commercial General Liability Insurance including blanket contractuai liability coverage, personal injury liability coverage and broad form property damage liability endorsement with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shail (1) name the City of Saint Paul as additional insured; (2) be primary with respect to Lessor's insurance or self-insurance; (3) be written on an "Occurrence" Form policy basis; and (4) not contain and "aggregate" policy limit unless specifically approved in writing by Lessor. In addition: a. Lessee shall supply to Lessor current insurance ceitificates for policies required in this Paragraph. The said certificates shail certify whether or not the agent has errors and omissions insurance coverage. b. The limits cited under each insurance requirement above establish minimums and it is the sole responsibility ot Lessee to purchase and maintain additional insurance that may be necessary in relationship to this Lease. c. Nothing in this contract shall constitute a waiver by Lessee of any statutory limits or exceptions on liability. d. Lessee shail place the insurance with responsibie insurance companies authorized and licensed to do business in the State of Minnesota and approved by Lessor, and shall deliver copies of the policies to Lessor on the date of Lesse's execution of this Agreement. The policies required in paragraph 10 shall be endorsed to indicate that the insurer cannot cancel or change the insurance without first giving the Lessor 30 days written notice. 11. Reports and Records. Lessee shall furnish the Lessor with an annual report within ninety (90) days after the close of each calendar year, such report shall include: (1) the names and addresses of the o�cers and directors of its governing body and the principal administrative staff officers; (2) a statement of the nature and extent of the activities and programs carried out during the preceding year; (3) a certification that it has operated its programs in accordance with the provisions set forth in Paragraph 4 of this Lease and; (4) the status of all insurance required to be maintained by the Lessee hereunder. In addition, Lessee shall furnish Lessor annually, a program budget showing forecast program revenues and expenses for the next fiscal year. � o►-s�' 12. Indemnitv. Lessee shall indemnify Lessor against, and hold Lessor harmless from any and al! cfaims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees arising out of, connected with, or resuiting from the Equipment inciuding, without limitation, manufacture, selection, installation, delivery, possession, use, operation or return of the Equipment. Lessee agrees to give Lessor notice of any such claim or the institution of any such action, suit or proceeding. 13. Default. If Lessee fails to observe, keep or perform any provision of this Lease required to be observed, kept or performed by Lessee, and if Lessee fails to remedy, cure or remove such failure in observing , keeping or performing the other provisions of this Lease within ten (10) days after receipt of written notice thereof from Lessor, Lessor shali have the right to exercise any one or more of the following remedies: a. To take possession of any or ali items of Equipment, without demand or notice, wherever the Equipment may be located, without any court order or other process of law. Lessee hereby waves any and ail damages occasioned by such taking of possession. Any such taking of possession shall not constitute a termination of this Lease as to any or ali items of Equipment unless Lessor expressly so notifies Lessor in writing. b. To terminate the lease as to any or ail items of Equipment. c. To pursue any other remedy at law or in equity. All such remedies are cumulative, and may be exercised concurrently or separately. Lessee shall pay Lessor all costs and expenses, including reasonable attorney's fees in any action brought by Lessor to recover any rent due and unpaid hereunder, or for breach or default of any of the covenants or agreements contained in this Lease, or to recover possession of said Equipment, whether such action progresses to judgment or not. Notwithstanding any repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the full perFormance of ail obligations on the part of Lessee to be performed under this Lease. 5 Y � O'y {I 14. Bankruptcy. Neither this agreement nor any interest therein is assignable or transferable by operation of law. If any proceeding under the Bankruptcy Act, as amended, is commenced by Lessee, or such action is commenced against Lessee and is not dismissed within sixty (60 days after the commencement thereof, or if Lessee is adjudged insolvent, or if Lessee makes any assignment for the benefit of its creditors, or if a writ of attachment or execution is levied or nay item or items of the Equipment and is not released or satisfied within ten (10) days thereafter, or if a receiver is appointed in any proceeding or action to which Lessee is a party with authority to take possession or control of any item or items of the Equipment, Lessor shall have and may exercise any one or more remedies set forth in Paragraph 13 hereof; and this Lease shail, at the option of the Lessor on notice to Lessee, immediately terminate and shall not be treated as an asset of Lessee after exercise of said option. 15. Liens. Lessee shall not permit mechanic's liens or other liens to be filed or established or to remain against the Equipment for labor, materials or services furnished in connection with any additions, modifications, repairs, renewals or repiacements made to Equipment, or for any other reason; provided that if Lessee shall first notify the Lessor of its intention to do so and shall deposit in escrow with the Lessor a sum of money or a bond or irrevocable letter of credit acceptable to the Lessor equa! to the amount of claim or lien. Lessee may in good fai#h 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 Lessor, the nonpayment of any such items subjects the Equipment to any loss or forfeiture, the Lessor may require Lessee to use the escrow account to promptly pay all such unpaid items and if Lessee fails to pay from the escrow account, the Lessor may pay and charge Lessee as Additional Rent. 16. Assignment. Lessee shali not assign, transfer, pledge or hypothecate this Lease, the Equipment or any part thereof, or any interest therein, or sublet or lend the Equipment or any part thereof, or permit the Equipment of any part thereof to be used by anyone other than Lessee or Lessee's employees, with�out prior written consent of the Lessor. Consent or any of the foregoing prohibited acts applies oniy in the given instance; and is not a consent to any subsequent like act by Lessee of any other person. Subject always to the foregoing, this Lease inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. 17. N,�arranties. ?he Lessor makes no warranties, either exoress or implied, as to any matter whatsoever, including, without limitation, the condition of the Equipment, its merchantability or its fitness for any particular purpose. � � , C�—S�1P 18. Ownership. The Equipment is, and shall be and remain, the sole and exclusive property of the Lessor•�ind Lessee shali have no right, title or interest therein or thereto except as expressly �et forth in the Lease. The Equipment is, and shail be and remain the property of the Lessor notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws, welds, adhesives or otherwise. 19. Jurisdiction. This Lease shall be construed in accordance with Minnesota law. Lessee consents to the jurisdiction of Minnesota courts in all disputes arising under this Lease. 20. Non Waiver. No covenant or condition of this Lease can be waived except by the written consent of the Lessor. Forbearance or indulgence by the Lessor in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Lessee to which the same may apply, and until complete perFormance by Lessee of said covenant or condition, Lessor shail be entitled to invoke any remedy availabie to Lessor under this Lease or by law or in equity despite the forbearance or induigence. 21. Notices. Aii notices, requests, demands and other communications hereunder shaii be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: Lessor: Mr. Victor A. Wittgenstein, Jr., Director City of Saint Paul Division of Parks and Recreation 25 West 4` Street, Room 300 Saint Paui, Minnesota 55102 Lessee: Circus of the Star Mr. Dan Butier 1941 Saunders Avenue Saint Paul, Minnesota 55116 7 oti-sy8' 22. Amendments. This Equipment Lease constitutes the entire agreement and undersfanding of fhe parties, and supercedes afI offers, negotiafions and ofher Equipment agreemenfs. There is no representations or understandings of any kind not set forth herein. Anything herein contained to the contrary not withsfanding, the provisions of this Lease may be, in writing, amended by mutual consent of the parties hereto. DATED as of the date first set forth above. LESSEE: APPROVED AS TO FORM CITY OF SAINT PAUL �� ��✓cr✓r�-. t =! o..0 ( By: Assistant City Attorney Mayor Director of Financial Services � Director of Parks & Recreation By: City Clerk LESSOR: CIRCUS OF THE STAR : Dan Butler o�-S�tg Exhibit A EQUIPMENT LIST: 1 � Aluminum Truss System and Hardware 12" box type, 76' x 40' Lighting System 72 par 64 aluminum light fixtures w/gel frame, 72 12 12 12 6 1 1 1 1 24 48 72 72 3. Lockers 50 Edison plug and safety screen par 64 1000 watt light bulbs/Quartz/600 hour muiti cable fan out-6 circuit, par end multi cable-6 circuit w/muiti ends multi cable fan out-6 circuit, dimmer end 6 channel dimmer pack, 2.4K (handles 12 lights) dimmer rack w/power panel, rack mounting hardware power feed cable w/cam-loc connectors DMX control cable 24 channel light controller 2" O.D. x 45" aluminum lamp bar cast iron C-clamps 30" wire rope safety cables colored gel 10" x 10" metal,12" x 18" x 72" double tierm (100 openings) 4. Benches 2 4', wood 2 6', wood 5. 6. 7. 8. Ghain Motor 4 2 ton Cable Motor 2 1 ton Sound System Furniture E Council File # �l'� S 6 Q�IGINAL RESOLUTION CITY OF SAINT PAUL, MINNESOTA Green Sheet # `O�� �� Presented By Referred to Committee: Date 1 WIIEREAS, the State of Minnesota has created a Youth Initiative (Bonding) Grant Proa am 2 pursuant to 1996 Laws of Minnesota, Chapter 463, Section 4, to make available funding to design, equip, 3 renovate, replace, or construct parks and recreation buildings to provide youth enrichment activities 4 during non-school hours, and 5 WHEREAS, the State of Minnesota has continued its Youth Initiative (Bonding) Grant Program 6 pursuant to 1998 Laws of Minnesota, Chapter 404, Section 5, Subd. 5, and 7 WHEREAS, the Saint Paul City Council by its resolution 00-707 has approved a Youth Initiative 8 Grant fmanced project to purchase equipment and properiy for Raising the Big Top-Circus of the Star, a 9 non-profit corporation of the State of Minnesota, and 10 WHEREAS, acceptance of the grant funds for purchase of equipment and properiy requires that 11 the City of Saint Paul purchase said equipment and lease it to Circus of the Star, axid that said lease meet 12 the requirements of Minn. Stat. § 16A.695 for property purchased with State bond proceeds. 13 NOW THEREFORE BE IT RESOLVED, that the Mayor and the proper City officials are hereby 14 authorized to execute an Equipment Lease Agreement between the City and Circus of the Star. Yeas Nays Absent Benanav _�� Blakey_ �� Bostrom � Coleman �� Harris y Lantry �/' Reiter � � � � Adopted by Council: Date �a0 O� Adoption Certified by Council Secretary By ��� Q` J�� �8 r� Approved by Mayor: Date: f By: «��9r'vvl�vc I�� l� � Requested by: By �'.!/�Wf�6YVM�'� S� �(— O / Approved by Mayor for Submission to Council BY= ��� � Form Approved by City Attorney GREEN SHEET � � NO. 106765 DEPAR7MENIlOFFICE/COVNCIL DATE INITIA7E0 Parks and Recreation May 7, 2001 r ot-S�lE`' CONTACT PERSON AND PHONE INITAVDATE INITIAUDATE Ken Wehrle 266-6422 ��'� � DEPARiMENTDIRECTOF 4 QTYCOUNC0. RSSIGN (� NUMBER FOR�, Z CITY ATTORNEY tW S��� �iI � _ CIiY CLERK MUST BE ON COUNGL qGENDA BY fDAiE1 ROUiING OMER FINANCIALSERVILE$DIP. FINANQALSERVICESlACCOUNTING .3 MAYOR IOR ASSISTAN'�� �J PARKS AND RECREATION TOTAL 9 OF SIGNATURE PAGES � lCLIP ALL LOCATIONS FOR SI6NATIRE) ACTtON REQUFSiED: Approval of City Council Resolution authorizing the proper City Officials to execute an equipment lease agreemeRt with Circus ot the Star. RECOMMENDATIONS: Appmve (A1 or Reject (R) PERSONAL SERVICE CONTRACTS MUST ANSWER THE fOLLOWING QUESTIONS: _ PLANNING COMMISSION _CIVR SERVICE WMMISSION �, Has this persoNfirtn ever worked untler a conttac[ far this departmenV CIB COMMITTFE _ YES NO p. STAFF 2. Has this persoNfirtn ever been a city employee> VES NO DISTRICT COUNClC — — 3. Ooes this persoNfirm poss¢ss a skdl not normally possessetl by any current ciry employee? SUPPORTSWHICHCOUNCILOBJECTIVE? YES NO �plafn all yes answers on separate sheet and attaeh to green sheet. INITIATING PROBLEM, {SSUE, OPPORTUNIN (Who, What, When, Whe�e, Why). The City has received grant funds from the State to purchase equipment and furnishings for Circus of the Star. Acceptance ot grant funds requires that said equipment and furnishings be leased from the City by Circus of the Star. ADVANTAGES IF APPROVED Purchase and lease of furnishings and equipment can proceed. 1 l���l !1 � DISADVANTAGES IF APPROVED �oua�cd9 �3e�earch �er► e� MAY 0 9 ZQ�s � None MAY 18 2001 �IT� A41 ToRNE F OISADVANTA6ESIFNOTAPPROVEO , , Purchase and lease of fumishings artd equipment cannot proceed. TOTAL AMOUNT OF TRANSACTION y NA COST/REVENUE BUDGEfED (CIRCLE ONE� YES NO FUNDING SOURCE ACTIVffV NUMBER FINANCIAL INFORMATION: (EXPLAIN) � � �\ �������� �AY 1 i Z��g �lT� ���"ORlVE� 1 EQUIPMENT LEASE BETWEEN THE CITY OF SAINT PAUL AND CIRCUS � a 1�5�.1 � � �� ` � OF THE STAR THIS AGREEMENT, dated this day of , 2001 by and between the City of Saint Paul, Minnesota, a municipal corporation organized and existing under the laws of the State of Minnesota, hereinafter referred to as "Lessor" and Circus of the Star, a non-profif corporation organized and existing under the laws of the State of Minnesota, hereinafter referred to as "Lessee". WITNESSETH: WHEREAS, Lessor and Lessee have received funding through a Youth Iniative Grant from the State of Minnesota pursuant to Laws of Minnesota 1996, Chapter 463, Section 4, and continued pursuant to 1998 Laws of Minnesota, Chapter 404, Section 5, Subd. 5, for the purchase of equipment and property to expand quality circus programming for children, and WHEREAS, accepfance of the granf fund for the purchase of equipment and property will cause the equipment and property to become subject to Minn. Stat. § 16A.695, and WHEREAS, Lessor is the owner of certain equipment and property listed in Exh+bit "A", attached, being a part of this agreement, said equipment and property having been purchased with said Youth initiative Grant funds from the State of Minnesota Department of Children, Famiiies and Leaming, and WHEREAS, Lessee desires to lease fram Lessor said equipment for the purpose of expanding existing quality circus programming for children. NOW THEREFORE, it is mutually agreed by and between Lessee and Lessor as follows: 1. Lease. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, al! equipment and other property described in Exhibit "A" executed by the paY�ies coneurrently herewit"� e, hereafter and made a pa! hereof, and any e,.hibit er exhibits hereafter executed by the parties hereto and made a part hereof. The equipment and other property described in a!I the exhibits are hereinafter co!lectively called "EquipmenY'; and all the exhibits are collectively called "ExhibiY'. 1 . o+_S4.P' 2. Term. the term of this lease shall be for ten (10) years, commencing upon the date first written above (commencement date) and terminating at midnight the last day of the month in which the tenth anniversary of the commencement date shall have occurred. Lessee shall have the right and option to extend this Lease with approval of Lessor for one (1) successive renewal term of ten (10) years each, upon the provisions, covenants and conditions of this Lease. Lessee's option io renew shall be exercised by notice to Lessor in writing at least thirty (30) days prior to the termination of the initiai term or of the renewal term then in effect. In no event shall the Lessee be entitled to renew the term of the Lease, even though such notice is timely given, uniess the Lessee shall have performed all of its ob�igations hereunder and is not in default in the terms of the Lease and Lessor has determined by official action that the use continues to carry out the governmental program authorized in the original Lease Agreement or in a valid amendment to that Agreement. 3. Rent. L.essee agrees to pay the Lessor the sum of $1.00 as rent for the Equipment for the initial ten (10) year term of this Lease. Lessee also agrees to pay Lessor the sum of $1.00 as rent for the Equipment for the successive ten (10) year renewal term exercised. 4. Use. Lessee shall use Equipment to carry out a program of quality circus perFormance education and circus performances for children in accordance with the written, acknowledged program of Circus of the Star. Lessor believes that the purposes for which Lessee may use the Equipment, as set forth in this paragraph, serve the governmental program set forth in the Laws of Minnesota 1996, Chapter 463, Section 4 and Laws of Minnesota 1998, Chapter 404, Section 5, Subd. 5, and wiil provide youth in grades four through eight with enrichment activities during nonschool hours. This Agreement is authorized pursuant to that statute and by the o�cial actions of the City Council of Saint Pau! by Council Resolution File No. 00-707 and approved by the Mayor on August 4, 2000, and by Minn. Stat. § 471.191. Lessee agrees to use Equipment primarily in the Facility, as described in the Land Lease Agreement, dated November 13, 1997, between the City of Saint Paul and Circus of the Star. Lessee shall use the Equipment in a carefui and proper manner and shall comply with and conform to all laws, rules, ordinances and regulations imposed by any jurisdiction affecting the possession or the use to which the Equipment is put. 5. Installation and Alterations. Lessee shall be solely responsible for installation of ail Equipment. Lessee shall not make any permanent alterations, additions or improvements to the Equipment without the prior written consent of the Lessor. Such permitted alterations, additions or improvements may, at Lessee's option, be removed by Lessee upon the expiration or earlier termination of this Lease only if such removai may be accomplished without damage to the Equipment or oihen,vise reducing its value below that which it wouid have been in the event no such alterations, addi#ions or improvements had been made. � o t -s'� Y' 6. Repairs. Lessee, at its own cost and expense, shall keep the Equipment in good repair, condition and working order for the program use intended. Lessee shall furnish any and ail parts, mechanisms and devices required to keep the Equipment in good mechanicai and working order. Said repairs shall be made in such time as to not unreasonably disrupt scheduled program activities. 7. Loss and Damaqe. Lessee hereby assumes and shall bear the eniire risk of loss and damage to the Equipment from any and every cause whatsoever. No loss or damage to the Equipment shall impair any obligation of Lessee under this Lease which shali continue in full force and effect. Lessee shall, at its own cost and expense, replace lost Equipment and repair damaged Equipment. Damaged Equipment deemed beyond repair shall be replaced by Lessee at its own expense. Lost Equipment shall be replaced and damaged Equipment repaired in such time as to not unreasonably disrupt scheduled program activities. 8. Canceliation or Termination. If Lessee shafl faif to perform schedu{ed program activities, vacate or abandon Equipment, or permit the same to remain unused for a period of seventy-five (75) days without agreement of the city, or in the event that Lessee loses its status as a non-profit corporation, or the program activities set forth in Paragraph 4 are terminated or changed, Lessee's rights to possession of said Equipment shall immediately terminate with or without any notice or demand whatsoever. Upon cancellation or termination of this �ease, Lessee shall return said Equipment to the Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof excepted. 9. Taxes. Lessee shail keep Equipment free and ciear of ail levies and encumbrances and shall pay when due ali license fees, registration fees, assessments, charges and taxes (municipal, state and federal) which may now or hereafter be imposed upon the ownership, leasing, renting, sale, possession or use of the Equipment. Lessee shall, upon direction from the Minnesota Commissioner of Finance, take such actions and furnish such documents as the Commissioner determines to be necessary to ensure that interest to be paid o� the General Obligation bonds is exempt from fiederai taxation by changing the nature and/or terms of this Lease so that it complies with Revenue Procedure 93-19. 3 p��s4d 10. Insurance. Lessee shali maintain during the term of this Lease, Commercial General Liability Insurance including blanket contractuai liability coverage, personal injury liability coverage and broad form property damage liability endorsement with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shail (1) name the City of Saint Paul as additional insured; (2) be primary with respect to Lessor's insurance or self-insurance; (3) be written on an "Occurrence" Form policy basis; and (4) not contain and "aggregate" policy limit unless specifically approved in writing by Lessor. In addition: a. Lessee shall supply to Lessor current insurance ceitificates for policies required in this Paragraph. The said certificates shail certify whether or not the agent has errors and omissions insurance coverage. b. The limits cited under each insurance requirement above establish minimums and it is the sole responsibility ot Lessee to purchase and maintain additional insurance that may be necessary in relationship to this Lease. c. Nothing in this contract shall constitute a waiver by Lessee of any statutory limits or exceptions on liability. d. Lessee shail place the insurance with responsibie insurance companies authorized and licensed to do business in the State of Minnesota and approved by Lessor, and shall deliver copies of the policies to Lessor on the date of Lesse's execution of this Agreement. The policies required in paragraph 10 shall be endorsed to indicate that the insurer cannot cancel or change the insurance without first giving the Lessor 30 days written notice. 11. Reports and Records. Lessee shall furnish the Lessor with an annual report within ninety (90) days after the close of each calendar year, such report shall include: (1) the names and addresses of the o�cers and directors of its governing body and the principal administrative staff officers; (2) a statement of the nature and extent of the activities and programs carried out during the preceding year; (3) a certification that it has operated its programs in accordance with the provisions set forth in Paragraph 4 of this Lease and; (4) the status of all insurance required to be maintained by the Lessee hereunder. In addition, Lessee shall furnish Lessor annually, a program budget showing forecast program revenues and expenses for the next fiscal year. � o►-s�' 12. Indemnitv. Lessee shall indemnify Lessor against, and hold Lessor harmless from any and al! cfaims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees arising out of, connected with, or resuiting from the Equipment inciuding, without limitation, manufacture, selection, installation, delivery, possession, use, operation or return of the Equipment. Lessee agrees to give Lessor notice of any such claim or the institution of any such action, suit or proceeding. 13. Default. If Lessee fails to observe, keep or perform any provision of this Lease required to be observed, kept or performed by Lessee, and if Lessee fails to remedy, cure or remove such failure in observing , keeping or performing the other provisions of this Lease within ten (10) days after receipt of written notice thereof from Lessor, Lessor shali have the right to exercise any one or more of the following remedies: a. To take possession of any or ali items of Equipment, without demand or notice, wherever the Equipment may be located, without any court order or other process of law. Lessee hereby waves any and ail damages occasioned by such taking of possession. Any such taking of possession shall not constitute a termination of this Lease as to any or ali items of Equipment unless Lessor expressly so notifies Lessor in writing. b. To terminate the lease as to any or ail items of Equipment. c. To pursue any other remedy at law or in equity. All such remedies are cumulative, and may be exercised concurrently or separately. Lessee shall pay Lessor all costs and expenses, including reasonable attorney's fees in any action brought by Lessor to recover any rent due and unpaid hereunder, or for breach or default of any of the covenants or agreements contained in this Lease, or to recover possession of said Equipment, whether such action progresses to judgment or not. Notwithstanding any repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the full perFormance of ail obligations on the part of Lessee to be performed under this Lease. 5 Y � O'y {I 14. Bankruptcy. Neither this agreement nor any interest therein is assignable or transferable by operation of law. If any proceeding under the Bankruptcy Act, as amended, is commenced by Lessee, or such action is commenced against Lessee and is not dismissed within sixty (60 days after the commencement thereof, or if Lessee is adjudged insolvent, or if Lessee makes any assignment for the benefit of its creditors, or if a writ of attachment or execution is levied or nay item or items of the Equipment and is not released or satisfied within ten (10) days thereafter, or if a receiver is appointed in any proceeding or action to which Lessee is a party with authority to take possession or control of any item or items of the Equipment, Lessor shall have and may exercise any one or more remedies set forth in Paragraph 13 hereof; and this Lease shail, at the option of the Lessor on notice to Lessee, immediately terminate and shall not be treated as an asset of Lessee after exercise of said option. 15. Liens. Lessee shall not permit mechanic's liens or other liens to be filed or established or to remain against the Equipment for labor, materials or services furnished in connection with any additions, modifications, repairs, renewals or repiacements made to Equipment, or for any other reason; provided that if Lessee shall first notify the Lessor of its intention to do so and shall deposit in escrow with the Lessor a sum of money or a bond or irrevocable letter of credit acceptable to the Lessor equa! to the amount of claim or lien. Lessee may in good fai#h 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 Lessor, the nonpayment of any such items subjects the Equipment to any loss or forfeiture, the Lessor may require Lessee to use the escrow account to promptly pay all such unpaid items and if Lessee fails to pay from the escrow account, the Lessor may pay and charge Lessee as Additional Rent. 16. Assignment. Lessee shali not assign, transfer, pledge or hypothecate this Lease, the Equipment or any part thereof, or any interest therein, or sublet or lend the Equipment or any part thereof, or permit the Equipment of any part thereof to be used by anyone other than Lessee or Lessee's employees, with�out prior written consent of the Lessor. Consent or any of the foregoing prohibited acts applies oniy in the given instance; and is not a consent to any subsequent like act by Lessee of any other person. Subject always to the foregoing, this Lease inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. 17. N,�arranties. ?he Lessor makes no warranties, either exoress or implied, as to any matter whatsoever, including, without limitation, the condition of the Equipment, its merchantability or its fitness for any particular purpose. � � , C�—S�1P 18. Ownership. The Equipment is, and shall be and remain, the sole and exclusive property of the Lessor•�ind Lessee shali have no right, title or interest therein or thereto except as expressly �et forth in the Lease. The Equipment is, and shail be and remain the property of the Lessor notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws, welds, adhesives or otherwise. 19. Jurisdiction. This Lease shall be construed in accordance with Minnesota law. Lessee consents to the jurisdiction of Minnesota courts in all disputes arising under this Lease. 20. Non Waiver. No covenant or condition of this Lease can be waived except by the written consent of the Lessor. Forbearance or indulgence by the Lessor in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Lessee to which the same may apply, and until complete perFormance by Lessee of said covenant or condition, Lessor shail be entitled to invoke any remedy availabie to Lessor under this Lease or by law or in equity despite the forbearance or induigence. 21. Notices. Aii notices, requests, demands and other communications hereunder shaii be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: Lessor: Mr. Victor A. Wittgenstein, Jr., Director City of Saint Paul Division of Parks and Recreation 25 West 4` Street, Room 300 Saint Paui, Minnesota 55102 Lessee: Circus of the Star Mr. Dan Butier 1941 Saunders Avenue Saint Paul, Minnesota 55116 7 oti-sy8' 22. Amendments. This Equipment Lease constitutes the entire agreement and undersfanding of fhe parties, and supercedes afI offers, negotiafions and ofher Equipment agreemenfs. There is no representations or understandings of any kind not set forth herein. Anything herein contained to the contrary not withsfanding, the provisions of this Lease may be, in writing, amended by mutual consent of the parties hereto. DATED as of the date first set forth above. LESSEE: APPROVED AS TO FORM CITY OF SAINT PAUL �� ��✓cr✓r�-. t =! o..0 ( By: Assistant City Attorney Mayor Director of Financial Services � Director of Parks & Recreation By: City Clerk LESSOR: CIRCUS OF THE STAR : Dan Butler o�-S�tg Exhibit A EQUIPMENT LIST: 1 � Aluminum Truss System and Hardware 12" box type, 76' x 40' Lighting System 72 par 64 aluminum light fixtures w/gel frame, 72 12 12 12 6 1 1 1 1 24 48 72 72 3. Lockers 50 Edison plug and safety screen par 64 1000 watt light bulbs/Quartz/600 hour muiti cable fan out-6 circuit, par end multi cable-6 circuit w/muiti ends multi cable fan out-6 circuit, dimmer end 6 channel dimmer pack, 2.4K (handles 12 lights) dimmer rack w/power panel, rack mounting hardware power feed cable w/cam-loc connectors DMX control cable 24 channel light controller 2" O.D. x 45" aluminum lamp bar cast iron C-clamps 30" wire rope safety cables colored gel 10" x 10" metal,12" x 18" x 72" double tierm (100 openings) 4. Benches 2 4', wood 2 6', wood 5. 6. 7. 8. Ghain Motor 4 2 ton Cable Motor 2 1 ton Sound System Furniture E Council File # �l'� S 6 Q�IGINAL RESOLUTION CITY OF SAINT PAUL, MINNESOTA Green Sheet # `O�� �� Presented By Referred to Committee: Date 1 WIIEREAS, the State of Minnesota has created a Youth Initiative (Bonding) Grant Proa am 2 pursuant to 1996 Laws of Minnesota, Chapter 463, Section 4, to make available funding to design, equip, 3 renovate, replace, or construct parks and recreation buildings to provide youth enrichment activities 4 during non-school hours, and 5 WHEREAS, the State of Minnesota has continued its Youth Initiative (Bonding) Grant Program 6 pursuant to 1998 Laws of Minnesota, Chapter 404, Section 5, Subd. 5, and 7 WHEREAS, the Saint Paul City Council by its resolution 00-707 has approved a Youth Initiative 8 Grant fmanced project to purchase equipment and properiy for Raising the Big Top-Circus of the Star, a 9 non-profit corporation of the State of Minnesota, and 10 WHEREAS, acceptance of the grant funds for purchase of equipment and properiy requires that 11 the City of Saint Paul purchase said equipment and lease it to Circus of the Star, axid that said lease meet 12 the requirements of Minn. Stat. § 16A.695 for property purchased with State bond proceeds. 13 NOW THEREFORE BE IT RESOLVED, that the Mayor and the proper City officials are hereby 14 authorized to execute an Equipment Lease Agreement between the City and Circus of the Star. Yeas Nays Absent Benanav _�� Blakey_ �� Bostrom � Coleman �� Harris y Lantry �/' Reiter � � � � Adopted by Council: Date �a0 O� Adoption Certified by Council Secretary By ��� Q` J�� �8 r� Approved by Mayor: Date: f By: «��9r'vvl�vc I�� l� � Requested by: By �'.!/�Wf�6YVM�'� S� �(— O / Approved by Mayor for Submission to Council BY= ��� � Form Approved by City Attorney GREEN SHEET � � NO. 106765 DEPAR7MENIlOFFICE/COVNCIL DATE INITIA7E0 Parks and Recreation May 7, 2001 r ot-S�lE`' CONTACT PERSON AND PHONE INITAVDATE INITIAUDATE Ken Wehrle 266-6422 ��'� � DEPARiMENTDIRECTOF 4 QTYCOUNC0. RSSIGN (� NUMBER FOR�, Z CITY ATTORNEY tW S��� �iI � _ CIiY CLERK MUST BE ON COUNGL qGENDA BY fDAiE1 ROUiING OMER FINANCIALSERVILE$DIP. FINANQALSERVICESlACCOUNTING .3 MAYOR IOR ASSISTAN'�� �J PARKS AND RECREATION TOTAL 9 OF SIGNATURE PAGES � lCLIP ALL LOCATIONS FOR SI6NATIRE) ACTtON REQUFSiED: Approval of City Council Resolution authorizing the proper City Officials to execute an equipment lease agreemeRt with Circus ot the Star. RECOMMENDATIONS: Appmve (A1 or Reject (R) PERSONAL SERVICE CONTRACTS MUST ANSWER THE fOLLOWING QUESTIONS: _ PLANNING COMMISSION _CIVR SERVICE WMMISSION �, Has this persoNfirtn ever worked untler a conttac[ far this departmenV CIB COMMITTFE _ YES NO p. STAFF 2. Has this persoNfirtn ever been a city employee> VES NO DISTRICT COUNClC — — 3. Ooes this persoNfirm poss¢ss a skdl not normally possessetl by any current ciry employee? SUPPORTSWHICHCOUNCILOBJECTIVE? YES NO �plafn all yes answers on separate sheet and attaeh to green sheet. INITIATING PROBLEM, {SSUE, OPPORTUNIN (Who, What, When, Whe�e, Why). The City has received grant funds from the State to purchase equipment and furnishings for Circus of the Star. Acceptance ot grant funds requires that said equipment and furnishings be leased from the City by Circus of the Star. ADVANTAGES IF APPROVED Purchase and lease of furnishings and equipment can proceed. 1 l���l !1 � DISADVANTAGES IF APPROVED �oua�cd9 �3e�earch �er► e� MAY 0 9 ZQ�s � None MAY 18 2001 �IT� A41 ToRNE F OISADVANTA6ESIFNOTAPPROVEO , , Purchase and lease of fumishings artd equipment cannot proceed. TOTAL AMOUNT OF TRANSACTION y NA COST/REVENUE BUDGEfED (CIRCLE ONE� YES NO FUNDING SOURCE ACTIVffV NUMBER FINANCIAL INFORMATION: (EXPLAIN) � � �\ �������� �AY 1 i Z��g �lT� ���"ORlVE� 1 EQUIPMENT LEASE BETWEEN THE CITY OF SAINT PAUL AND CIRCUS � a 1�5�.1 � � �� ` � OF THE STAR THIS AGREEMENT, dated this day of , 2001 by and between the City of Saint Paul, Minnesota, a municipal corporation organized and existing under the laws of the State of Minnesota, hereinafter referred to as "Lessor" and Circus of the Star, a non-profif corporation organized and existing under the laws of the State of Minnesota, hereinafter referred to as "Lessee". WITNESSETH: WHEREAS, Lessor and Lessee have received funding through a Youth Iniative Grant from the State of Minnesota pursuant to Laws of Minnesota 1996, Chapter 463, Section 4, and continued pursuant to 1998 Laws of Minnesota, Chapter 404, Section 5, Subd. 5, for the purchase of equipment and property to expand quality circus programming for children, and WHEREAS, accepfance of the granf fund for the purchase of equipment and property will cause the equipment and property to become subject to Minn. Stat. § 16A.695, and WHEREAS, Lessor is the owner of certain equipment and property listed in Exh+bit "A", attached, being a part of this agreement, said equipment and property having been purchased with said Youth initiative Grant funds from the State of Minnesota Department of Children, Famiiies and Leaming, and WHEREAS, Lessee desires to lease fram Lessor said equipment for the purpose of expanding existing quality circus programming for children. NOW THEREFORE, it is mutually agreed by and between Lessee and Lessor as follows: 1. Lease. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, al! equipment and other property described in Exhibit "A" executed by the paY�ies coneurrently herewit"� e, hereafter and made a pa! hereof, and any e,.hibit er exhibits hereafter executed by the parties hereto and made a part hereof. The equipment and other property described in a!I the exhibits are hereinafter co!lectively called "EquipmenY'; and all the exhibits are collectively called "ExhibiY'. 1 . o+_S4.P' 2. Term. the term of this lease shall be for ten (10) years, commencing upon the date first written above (commencement date) and terminating at midnight the last day of the month in which the tenth anniversary of the commencement date shall have occurred. Lessee shall have the right and option to extend this Lease with approval of Lessor for one (1) successive renewal term of ten (10) years each, upon the provisions, covenants and conditions of this Lease. Lessee's option io renew shall be exercised by notice to Lessor in writing at least thirty (30) days prior to the termination of the initiai term or of the renewal term then in effect. In no event shall the Lessee be entitled to renew the term of the Lease, even though such notice is timely given, uniess the Lessee shall have performed all of its ob�igations hereunder and is not in default in the terms of the Lease and Lessor has determined by official action that the use continues to carry out the governmental program authorized in the original Lease Agreement or in a valid amendment to that Agreement. 3. Rent. L.essee agrees to pay the Lessor the sum of $1.00 as rent for the Equipment for the initial ten (10) year term of this Lease. Lessee also agrees to pay Lessor the sum of $1.00 as rent for the Equipment for the successive ten (10) year renewal term exercised. 4. Use. Lessee shall use Equipment to carry out a program of quality circus perFormance education and circus performances for children in accordance with the written, acknowledged program of Circus of the Star. Lessor believes that the purposes for which Lessee may use the Equipment, as set forth in this paragraph, serve the governmental program set forth in the Laws of Minnesota 1996, Chapter 463, Section 4 and Laws of Minnesota 1998, Chapter 404, Section 5, Subd. 5, and wiil provide youth in grades four through eight with enrichment activities during nonschool hours. This Agreement is authorized pursuant to that statute and by the o�cial actions of the City Council of Saint Pau! by Council Resolution File No. 00-707 and approved by the Mayor on August 4, 2000, and by Minn. Stat. § 471.191. Lessee agrees to use Equipment primarily in the Facility, as described in the Land Lease Agreement, dated November 13, 1997, between the City of Saint Paul and Circus of the Star. Lessee shall use the Equipment in a carefui and proper manner and shall comply with and conform to all laws, rules, ordinances and regulations imposed by any jurisdiction affecting the possession or the use to which the Equipment is put. 5. Installation and Alterations. Lessee shall be solely responsible for installation of ail Equipment. Lessee shall not make any permanent alterations, additions or improvements to the Equipment without the prior written consent of the Lessor. Such permitted alterations, additions or improvements may, at Lessee's option, be removed by Lessee upon the expiration or earlier termination of this Lease only if such removai may be accomplished without damage to the Equipment or oihen,vise reducing its value below that which it wouid have been in the event no such alterations, addi#ions or improvements had been made. � o t -s'� Y' 6. Repairs. Lessee, at its own cost and expense, shall keep the Equipment in good repair, condition and working order for the program use intended. Lessee shall furnish any and ail parts, mechanisms and devices required to keep the Equipment in good mechanicai and working order. Said repairs shall be made in such time as to not unreasonably disrupt scheduled program activities. 7. Loss and Damaqe. Lessee hereby assumes and shall bear the eniire risk of loss and damage to the Equipment from any and every cause whatsoever. No loss or damage to the Equipment shall impair any obligation of Lessee under this Lease which shali continue in full force and effect. Lessee shall, at its own cost and expense, replace lost Equipment and repair damaged Equipment. Damaged Equipment deemed beyond repair shall be replaced by Lessee at its own expense. Lost Equipment shall be replaced and damaged Equipment repaired in such time as to not unreasonably disrupt scheduled program activities. 8. Canceliation or Termination. If Lessee shafl faif to perform schedu{ed program activities, vacate or abandon Equipment, or permit the same to remain unused for a period of seventy-five (75) days without agreement of the city, or in the event that Lessee loses its status as a non-profit corporation, or the program activities set forth in Paragraph 4 are terminated or changed, Lessee's rights to possession of said Equipment shall immediately terminate with or without any notice or demand whatsoever. Upon cancellation or termination of this �ease, Lessee shall return said Equipment to the Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof excepted. 9. Taxes. Lessee shail keep Equipment free and ciear of ail levies and encumbrances and shall pay when due ali license fees, registration fees, assessments, charges and taxes (municipal, state and federal) which may now or hereafter be imposed upon the ownership, leasing, renting, sale, possession or use of the Equipment. Lessee shall, upon direction from the Minnesota Commissioner of Finance, take such actions and furnish such documents as the Commissioner determines to be necessary to ensure that interest to be paid o� the General Obligation bonds is exempt from fiederai taxation by changing the nature and/or terms of this Lease so that it complies with Revenue Procedure 93-19. 3 p��s4d 10. Insurance. Lessee shali maintain during the term of this Lease, Commercial General Liability Insurance including blanket contractuai liability coverage, personal injury liability coverage and broad form property damage liability endorsement with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shail (1) name the City of Saint Paul as additional insured; (2) be primary with respect to Lessor's insurance or self-insurance; (3) be written on an "Occurrence" Form policy basis; and (4) not contain and "aggregate" policy limit unless specifically approved in writing by Lessor. In addition: a. Lessee shall supply to Lessor current insurance ceitificates for policies required in this Paragraph. The said certificates shail certify whether or not the agent has errors and omissions insurance coverage. b. The limits cited under each insurance requirement above establish minimums and it is the sole responsibility ot Lessee to purchase and maintain additional insurance that may be necessary in relationship to this Lease. c. Nothing in this contract shall constitute a waiver by Lessee of any statutory limits or exceptions on liability. d. Lessee shail place the insurance with responsibie insurance companies authorized and licensed to do business in the State of Minnesota and approved by Lessor, and shall deliver copies of the policies to Lessor on the date of Lesse's execution of this Agreement. The policies required in paragraph 10 shall be endorsed to indicate that the insurer cannot cancel or change the insurance without first giving the Lessor 30 days written notice. 11. Reports and Records. Lessee shall furnish the Lessor with an annual report within ninety (90) days after the close of each calendar year, such report shall include: (1) the names and addresses of the o�cers and directors of its governing body and the principal administrative staff officers; (2) a statement of the nature and extent of the activities and programs carried out during the preceding year; (3) a certification that it has operated its programs in accordance with the provisions set forth in Paragraph 4 of this Lease and; (4) the status of all insurance required to be maintained by the Lessee hereunder. In addition, Lessee shall furnish Lessor annually, a program budget showing forecast program revenues and expenses for the next fiscal year. � o►-s�' 12. Indemnitv. Lessee shall indemnify Lessor against, and hold Lessor harmless from any and al! cfaims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees arising out of, connected with, or resuiting from the Equipment inciuding, without limitation, manufacture, selection, installation, delivery, possession, use, operation or return of the Equipment. Lessee agrees to give Lessor notice of any such claim or the institution of any such action, suit or proceeding. 13. Default. If Lessee fails to observe, keep or perform any provision of this Lease required to be observed, kept or performed by Lessee, and if Lessee fails to remedy, cure or remove such failure in observing , keeping or performing the other provisions of this Lease within ten (10) days after receipt of written notice thereof from Lessor, Lessor shali have the right to exercise any one or more of the following remedies: a. To take possession of any or ali items of Equipment, without demand or notice, wherever the Equipment may be located, without any court order or other process of law. Lessee hereby waves any and ail damages occasioned by such taking of possession. Any such taking of possession shall not constitute a termination of this Lease as to any or ali items of Equipment unless Lessor expressly so notifies Lessor in writing. b. To terminate the lease as to any or ail items of Equipment. c. To pursue any other remedy at law or in equity. All such remedies are cumulative, and may be exercised concurrently or separately. Lessee shall pay Lessor all costs and expenses, including reasonable attorney's fees in any action brought by Lessor to recover any rent due and unpaid hereunder, or for breach or default of any of the covenants or agreements contained in this Lease, or to recover possession of said Equipment, whether such action progresses to judgment or not. Notwithstanding any repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the full perFormance of ail obligations on the part of Lessee to be performed under this Lease. 5 Y � O'y {I 14. Bankruptcy. Neither this agreement nor any interest therein is assignable or transferable by operation of law. If any proceeding under the Bankruptcy Act, as amended, is commenced by Lessee, or such action is commenced against Lessee and is not dismissed within sixty (60 days after the commencement thereof, or if Lessee is adjudged insolvent, or if Lessee makes any assignment for the benefit of its creditors, or if a writ of attachment or execution is levied or nay item or items of the Equipment and is not released or satisfied within ten (10) days thereafter, or if a receiver is appointed in any proceeding or action to which Lessee is a party with authority to take possession or control of any item or items of the Equipment, Lessor shall have and may exercise any one or more remedies set forth in Paragraph 13 hereof; and this Lease shail, at the option of the Lessor on notice to Lessee, immediately terminate and shall not be treated as an asset of Lessee after exercise of said option. 15. Liens. Lessee shall not permit mechanic's liens or other liens to be filed or established or to remain against the Equipment for labor, materials or services furnished in connection with any additions, modifications, repairs, renewals or repiacements made to Equipment, or for any other reason; provided that if Lessee shall first notify the Lessor of its intention to do so and shall deposit in escrow with the Lessor a sum of money or a bond or irrevocable letter of credit acceptable to the Lessor equa! to the amount of claim or lien. Lessee may in good fai#h 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 Lessor, the nonpayment of any such items subjects the Equipment to any loss or forfeiture, the Lessor may require Lessee to use the escrow account to promptly pay all such unpaid items and if Lessee fails to pay from the escrow account, the Lessor may pay and charge Lessee as Additional Rent. 16. Assignment. Lessee shali not assign, transfer, pledge or hypothecate this Lease, the Equipment or any part thereof, or any interest therein, or sublet or lend the Equipment or any part thereof, or permit the Equipment of any part thereof to be used by anyone other than Lessee or Lessee's employees, with�out prior written consent of the Lessor. Consent or any of the foregoing prohibited acts applies oniy in the given instance; and is not a consent to any subsequent like act by Lessee of any other person. Subject always to the foregoing, this Lease inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. 17. N,�arranties. ?he Lessor makes no warranties, either exoress or implied, as to any matter whatsoever, including, without limitation, the condition of the Equipment, its merchantability or its fitness for any particular purpose. � � , C�—S�1P 18. Ownership. The Equipment is, and shall be and remain, the sole and exclusive property of the Lessor•�ind Lessee shali have no right, title or interest therein or thereto except as expressly �et forth in the Lease. The Equipment is, and shail be and remain the property of the Lessor notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws, welds, adhesives or otherwise. 19. Jurisdiction. This Lease shall be construed in accordance with Minnesota law. Lessee consents to the jurisdiction of Minnesota courts in all disputes arising under this Lease. 20. Non Waiver. No covenant or condition of this Lease can be waived except by the written consent of the Lessor. Forbearance or indulgence by the Lessor in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Lessee to which the same may apply, and until complete perFormance by Lessee of said covenant or condition, Lessor shail be entitled to invoke any remedy availabie to Lessor under this Lease or by law or in equity despite the forbearance or induigence. 21. Notices. Aii notices, requests, demands and other communications hereunder shaii be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: Lessor: Mr. Victor A. Wittgenstein, Jr., Director City of Saint Paul Division of Parks and Recreation 25 West 4` Street, Room 300 Saint Paui, Minnesota 55102 Lessee: Circus of the Star Mr. Dan Butier 1941 Saunders Avenue Saint Paul, Minnesota 55116 7 oti-sy8' 22. Amendments. This Equipment Lease constitutes the entire agreement and undersfanding of fhe parties, and supercedes afI offers, negotiafions and ofher Equipment agreemenfs. There is no representations or understandings of any kind not set forth herein. Anything herein contained to the contrary not withsfanding, the provisions of this Lease may be, in writing, amended by mutual consent of the parties hereto. DATED as of the date first set forth above. LESSEE: APPROVED AS TO FORM CITY OF SAINT PAUL �� ��✓cr✓r�-. t =! o..0 ( By: Assistant City Attorney Mayor Director of Financial Services � Director of Parks & Recreation By: City Clerk LESSOR: CIRCUS OF THE STAR : Dan Butler o�-S�tg Exhibit A EQUIPMENT LIST: 1 � Aluminum Truss System and Hardware 12" box type, 76' x 40' Lighting System 72 par 64 aluminum light fixtures w/gel frame, 72 12 12 12 6 1 1 1 1 24 48 72 72 3. Lockers 50 Edison plug and safety screen par 64 1000 watt light bulbs/Quartz/600 hour muiti cable fan out-6 circuit, par end multi cable-6 circuit w/muiti ends multi cable fan out-6 circuit, dimmer end 6 channel dimmer pack, 2.4K (handles 12 lights) dimmer rack w/power panel, rack mounting hardware power feed cable w/cam-loc connectors DMX control cable 24 channel light controller 2" O.D. x 45" aluminum lamp bar cast iron C-clamps 30" wire rope safety cables colored gel 10" x 10" metal,12" x 18" x 72" double tierm (100 openings) 4. Benches 2 4', wood 2 6', wood 5. 6. 7. 8. Ghain Motor 4 2 ton Cable Motor 2 1 ton Sound System Furniture E