265095 WHITE - CITV CLERK ���/��� �,
PINK - FINANCE GITY OF SAINT PALTL Council ""���
CANARY - DEPARTMENT ()�
BLUE - MAVOR File NO.
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�Co nci Res lution
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Presented By I
Referred To Committee: Date I
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Out of Committee By Date
WI�REAS, it is necessary and desirable to identify and
make public the areas of respective ownership of a project
� involvin� Saint Paul Ramsey Hospital and the Gillette Hospital
Authority� the City of Saint Paul and the County of Ramsey,
and clarify such relationships ; and
� WHEREAS, this project is to be coverEd by a joint agree-
ment entered into by Ramsey County, the Gillette Hospital
Authorit y, and the City of Saint Paul , a copy of which agr�e-
ment is attached to this Resolution� now� therefore � be it
RESOLYED, that the City of Saint Paul is authorized to
enter into such an agreement subject to approval as to form
and execution by the City Attorney.
COUIVCILMEN Requested by Department of: �
Yeas Nays
Christensen
Hozza In Favor
Levine
Rcedler � Against BY
Sylvester
������+ '72d � Form A ed by City Attorne
Adopt�y�ounc- iI: Date � r 8 �5
Certified P d ounci Secretary BY
Approved by Mayor: Date � � Approved by Mayor for Submission to Council �
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By By
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�BUSH� MAR 8 1975 . �'���
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SAIidT P.i1UL—RAP��S�Y HOSPIT_�I,
Jt7INT D''�rT�JERSHIP AGI'.LEaIENT
BET��rT�'EN
RAFrISEY COU2JTY, THE GILLETTE HOSPITAL AUTHOR2TY
R�JD
TIiE CITY OF SAI�IT PAUL
Agreement, made FEaKyhrty �9 , 1975 , between
P.amsey county, a political subdivision of the state of Minnesata
("Ramsey") , the Gillette Hospital Authority, a public carporata.on
. in the executive branch of the government of the state of Nlinnesota
and a political subdivision of the state af Minnesota ("Gillette")
and the city of Saint Paul, a municipal corporation of the state ot
Minnesata ("Saint Paul") :
WHEREAS, Ramsey and Saint Paul own the facility kno�m as Saint Paul- . '
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Ramsey I3ospital, and
Tr7HEREAS, the pre'sently-existing huilding compleY and re].ated lan� is
located in the city of Saint Paul, county of Ramsey, state af
Minnesota, legally known as:
Lot l, Block 2, and a part of Lat 2 , Bloc}� 2 , Eastern
Area Addition, Saint Paul, D�innesota,
according to the plat thereof on file and of record in the office ot
the registrar of ti.tles, Ramsey Coun�y, ��Tinnesota, and
WHERrAS, Saint Paul has 27 1/20 ownership interest in the presently-
existing buildings comprising Saint Paul-P,amsey Hospital, and
�^1�-iEREAS, GiZlette and Ramsey are parties to an �agreemen� for
architectural services to be rendered far construction of an addition
to the present medical facility and th� parking xamp ("the project" )
located on the property described above, and
ti�-iEREAS, Saint Paul is not financially contributing tocaards the
construction af the �roject, and
�aHEREAS, the garties consider it necessary and desirable to identify
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and make a matter of public record the areas of respective ownership
of the project, the mutual covenants and conditions appurtenant to
such an ownership arrangement and the rights and liabilities of the
parties thereunder, now, therefore,
Ramsey, Gillette and Saint Paul agree that: .
1. DEFINITION.
� As used herein, the term "own" means awnership in fee simple, subject
to the conditions as set forth in this agreement.
2. GILLE^1TE OWNERSHIP.
Gillette owns, possesses, controls a,nd is responsible for the
construction and maintenance of:
(a) an area on the first floor of the project partially �'
consisting of, but not limited to, a therapy pool, filtration
equipment, locker rooms, toilet areas, an office-first aid room, and
a cont:rol area, the approximate size of the area being 5,133 square
feet.
(b) an area on the fourth floor of the project consisting of,
but not limited to, admitting and e�amination rooms, offices, lounges,
a dental clinic, an eye clinic, medical records storage areas, x-ray
rooms and related laboratories, bathrooms and related toilet areas,
play rooms, bedrooms, classrooms, television rooms, therapy areas,
an audiology clinic, a pharrnacy, an orthotic and prosthetic
laboratory, casting, fitting and plastering rooms, a theazer and
projection booth and other related treatment and rehabilitation areas,
the approYimate size of this area being 50 ,665 square feet.
(c) a portion of the parking ramp being constructed in
conjunction with and as a part of the project; the ownership interest
of Gillette is an undivided 150/499 of the parking ramp that provides
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parking space for 150 vehicles for Gillette' s use out of a total of
499 parking spaces.
(d) Gillette shall not acquire any interest in the lan3.
underlying the project.
3. RAMSEY O��JNERSHIP.
Ramsey county owns those areas of the project not speeifically
identified as belonging to Gillette, including an undivided 349/499
interest in the parking ramp.
4. RAMSEY ATJD SAINT PAUL OWNERSHIP.
Ramsey and Saint Paul own the presently-existing building complex and
the related land.
5. CHANGE OF USE.
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The change of use of any of the space as set forth in paragraphs 2 (a)
and 2 (b) above does not affect the ownership interest of Gill.ette.
6. FLOOP. PLANS TO BE FILED.
Upon completion of the project, Ramsey, Saint Paul and Gillette may
cause to be annexed to this agreement a copy of the flaor plans of tr�e
project bearing the verified statement of a registered architect,
certifying its accuracy and setting forth in detail the areas c�f
ownership of the respective owners.
7. ACCESS.
Gillette shall have access to all areas of the land, the presently-
e:�isting builcling and the project necessary and co�venien� for the
operation of the Gillette Children' s Hospital, including, but not
limited to, drivecvays, sidewalks, areas allowing entry to the
property and egress from the property, elevators, corridors and the
like. Access to the Gillette area of the project shall be available
for the necessary and convenient operation of Saint Paul--Ramsey
Hospital. However, the right of access to these areas does not in any
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way imply ownership of these areas, the areas of ownership having
been set out specifica].ly elsewhere in this agreement.
8. UTILITIES.
P.amsey shall make centralized utilities, ineluding, but not limited
to, electricity, gas, water, heat, air conditioning, sewerage,
disposals and incinerators, elevators, machinery and mechanical
. equipment and, in general, a11 apparatus and common facilities,
presently existing or hereafter caused to exist, physically available
to Gillette. Gillette shall pay for the use of these utilities or
facilities rn an actual cost basis, excluding administrati.ve or '
educational costs; a separately-negotiated and executed agreement
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shall specifically provide for the use and reirabursement of these
utilities and for the use o� certain services, including, but nat
limited to, dietary and medical services available at Saint Paul-Ramsey
Hospital.
9. PZ.AINTENANCE.
C-illette shall be resnansible for the maintenance, repair, alte�ation,
replacement or other modifications of its area including all. costs and
liabilities thereby incurred. Neither owner shall make alterations or
modifications that in any way affect any area owned by the other, or
com�ton areas, or which adversely affect the centralized utilities
without the written consent of the other owner.
10. MAII1?TENANCE OF COMMON AREAS.
Gil].ette shall be responsible for its fair allocation of the costs
arising out of the maintenance, repair, replacement or alteration
of any common area or centralized area or the parking ramp; a
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committee may be established to equitably provide for such maintenance
and repair, including perforriance contracts ��ith any outside party
for the rendering of such maintenance or repair services.
11. NUISANCE; FIRE HAZARDS.
Gillette shall not do or permit anything to be done upon its area of
ownership in any way tending to create a nuisance or to disturb the
. operrtion of Saint Paul-Ramsey Hospital. Gillette shall not do or
permit anything to be done upon its area of ownership that wi11. be a
fire hazard or invalidate the insurance policies on the project or
anything that may be dangerous to life or limb or in any manner
overload the floors of the area under their ownership; Gillette shall
also maintain its area of ownershi in �
p pro�er repair so as not to in
any way endanger or damage the structure of the project or other
buildings and grants to Ramsey the right to have access to its area '
of ownership at all tiries for the making of em�rgency repairs
necessary to prevent damage to the property under the ownership of
Ramsey and Saint Paul.
12. THERAPY POOL.
Gillette shall not allow any damage to the adjoining property and
party walls as a result of the use and operation of the therapy pool
to be constructed on the first floor and shall immediately repair
damage occasioned by leakage of water, steam or condensatiori caused
by the use of the location of, or defects in, the therapy pool;
Gil.lette shall make these repairs immediately upon request by Ramsey
without regard to who is at fault between its�lf and any other party.
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13. OPERATIONS.
Saint Paul-P.amsey Hospital and Gillette Children' s Hospital are to
remain autonomous institutions by name, administration, staff and
operations.
14. CHANGE OF USE.
Neither Ramsey nor Gillette may occupy its respective area of
. ownership or cause it to be occupied with an operation unrelated to
health care services without the prior written conssnt of the other.
15. EXPANSION BY GILLETTE.
Gillette may expand its area of ownership pursuant to Iaw, but any
proposed expansion, vd�ation or alteration must have the prior written
agreement of Rarisey and Saint Paul. �
16. LIENS.
Pdo party may create or allow to be cr�ated a lien or other encumbrance
against the holdings or ownership rights o£ another party that might
obligate or cause to be obligated that party`s property or rights of
c�wnership or in any �aay affect its area of ownership.
17. ENCROACHMENTS.
ti�7hen the project is constructed pursuant to the architect' s drawings
and specifications, Ramsey and Gillette shall waive any and all
encroachments upon the ot,mership areas of the other and shall grant
easements for encroachments which are present.
18. INSURANCE.
Gillette shall contribute its proportional share, including the
common areas, toward the cost of general public liability insurance
and toward the cost of insuring the entire property for its full
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insurable replacement cost against loss or damage by fire and such
other hazards as are norr�ally covered under the standard extended
coverage insurance agreement. Upon payment by Gi�.lette of its
proportional share, each insurance policy relating to this coverage
shall be written to protect Gillette as a named insured thereon to
the extent of its interest.
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19. TERl'ZINATION OF O�NERSHIP; FIRST REFUSAL.
(a) If either Ramsey or Gillette decide to sell, rent, lease
or vacate either totally or partially its area of ownership in the
project, it shall afford first option to purchase, lease or accupy
that area to the oth�:r. If the other owner wishes to purchase the
area being vacated, but a mutually acceptable purchase price cannot � "
be agreed on, the price shall be the average of the estimates
furnished by two qualifie3 independent appraisers experienced in
appraising real property. Each oumer shall be entitled to appoint
one appraiser. The value so established shall not, however, be
binding on the purchasing o�,mer unless formally accepted and may be
subject to securing the necessary funds or authorization for funding
from the legislature along with such other legislation as may be
necessary.
(b) If the project, the parking ramp or the entire property
encompassing both facilities is sold, each owner shall be reimbursed
proportionately for its holdings at the time of sale. If the owners
are unable mutually to resolve the issue of respective shares in the
selling price, the independent ap�raisal pracedure described above
shall be instituted to establish the amount to which each owner is
entitled.
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20. PARTITIOi�T ACTION.
No o�,nzer may bring an action for partition or division of the parking
ramp without the consent of th� other o�aner. ,
21. CITY NOT LIABLE. '
Saint Paul shall not be responsible for tne maintenance, repair, or
operation of the project or for any lawsuits, claims, or actions that
may arise from e�istence, use, or occupation of the praject.
� 22. WAIVER AND CONSENT.
Saint Paul �aives any and all claim which it has or ntay have to the
project and consents to the construction of the project and to the
rights of the parties as embodied in this agreement.
23. SUCCESSORS AND ASSIGNS.
Neither Ramsey nor Gillette nor Saint Paul may assign, convey, sublet � .
or transfer its interest in this agreement or the property affected
hereby without the prior written consent of the other parties.
IN 6dITIQESS WHEREOF, the parties hereto have executed this agreement
the day and year first above written.
RAMSEY COUN,T�Y a GILLETTE HOSPITAL AUTHORITY
�f .�-- . !; �
By\� li � By- �% � 2 2liL- ' 3
Ch 'rman of the Board of C nty Its Preside
;
ommissioners
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B � By (��� s. - - �
Clerk o the Board of Coun I s Secretary
Comm' ssioners
C 3� OF SAI�T PAU
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By �
It r
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Its i y Clerk
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ACKNOWLEDGNIENT FOR RAbSSEY COUNTY
State of ��Zinnesota )
) ss.
County of Ramsey )
On this � day of , 1975 , befare me,
a notary public within and for said county, personally appeared
/f►'✓ � %/�✓ / and��/�/1 ��'r���la/°/`����- ,
, to me personally known, who, being each by me duly sworn did say that
they are respectively the chairman and the clerk of the board of county
commissioners of Ramsey county named in the foregoing instrument, and
that the seal affixed to said instrument is the statutory seal of the
county, and that said instrument was signed and sealed in behalf of �
said county by authority of its board of county commissioners and said ��°�
��'fj�✓ l�/�'!/� and �/��� ,<; /`������/
acknowledged said instrument to be the free act nd deed of said county.
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G�%L.��{ I
Notary P b ic, Ramsey County, r�inn.
My Commission E�pir�����N F r, Q�x+� '
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Notary Put�'�c, �;:s,-^say �a�r,ty, Mlnn-
�qy C°,omrtiission Expires Ju�e b7, 19I7.
ACKNOWLEDGP�IENT FOR GILLETTE HOSPITAL AUTHORITY
State of P�iinnesota)
) ss.
County of Ramsey )
On this �_ day of �� �J �Q tf ►92 , 1975 , before me,
a notary public within and for said county, personally a peared
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� l� � �C C � �'D K b an� ��4 /� q� I�V �I(J �. � .
� to me personally known, who, being each by me duly sworn did say that
they are respectively the president and the secretary of the public
corporation named in the foregoing instrument, and that the seal
� affixed to said instrument is the carporate seal of said public
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corporation, and that said instrument was signed and sealed in behalf
of said public corporation by authority of its board of directors and
said �< <s� �P��QQ �D/1� and � I V� 1� d�JJ l� , �� r! cJ,L�Z-
acknowledged said instrument to be the free act and deed of said public
corporation. ,
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Notary ublic, Ramsey County, Minn.
riy Commission Exp��N E. cuRrcE �
NQtary PuOtic, R un , nn.
�►l:otnmfssfon E7cWres June 1,7', 1ii77. i
ACKNOWLEDGMENT FOR CITY OF SAINT PAUL I
State of Minnesota )
) ss. .
County of Ramsey ) e "
� 1975, before me,
On this � day of ,
a notary public within and for said county, personally appeared
��uJ��P�� ,�. ��!1�1�nJ and /��� �/ � ,
to me personally known, who, being each by me duly s�aorn did say that
they are respectively the mayor and the city clerk of the municipal
corporation named in the foregoing instrument, and that the seal
affixed tv said� instrument is the corporate seal of said municipal
corporation, and that said instrument was signed and sealed in behalf
of said municipal corporation by authority of its city council and
said ��G1J/j�i✓C`P �, �U`/�°�✓ and �G'�L� !�`�/ �
acknowledged said instrument to be the free act and deed of said
municipal corporation.
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Notary ublic , Ran►sey County, Minn.
Niy Cormmission F����Ne�s
Nbtt�r'Y Public, R�:^:srsy C�„rt{y (4TA�n".
r;;;- : is�i� Exo: �;;;-„ 17, 1��7.
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Approved as to form and Apprr�ved as to form and !
execution for the Count�� execution for the Gillette �r
of Rar.is Hospital Authprity I4
� V�EtRF.bI SPI3NNAUS, '
By Minnesota Attorne _General i
Assi t unty Att;arney : _ �
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_ - , - APPr'c�ved as to form ar�d
. �ecution for the City of �
• Saint Paul
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- . Assistant City Attorney i
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