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02-833Return copy to: O�� G j� ?� � Real Estate Division � � 140 City Hall Presented By �rc.cv�.�s - Sep�. «, aooa_ Council File # na _ Sa3 Green Sheet # 204003 RESOLUTION CITY OF SAINT PAUL, MINNESOTA �g / !�\so a�.�v.� e� •. r �r¢e.Y�eHT � he+ma tiv �/////f�f/`� c � l�v.dc.rsrt"dt ReferredTo My v, � / Committee: Date � A�GC�'�ea RESOLVED, the Council of the City of Saint Paul authorizes the proper City officials to execute a lease/purchase ageement, copy attached, with Ramsey County for the Benz Building at the northeast corner of Olive Street and Grove Street. FURTHER RESOLVED, requesting Ramsey County to issue revenue bonds in an amount sufficie to yield $12,000,000 cash to cover the construction build out and fixture furniture for the Benz Buildina. Saint Panl Pnlice Head'm�arterc_ Departmentlo�ce/council: Date Initiated Green Sheet No .204003 Mayor's Office da - �"� CoMad Person 8 Phone: � Initiaudate iniriaUdate Peter White 6-8853 _�an,,,�t ar. 3 CityCouncil Must Be on Council Agenda by (Date) �5�9n 1 Ciry Attomey _City Clerk Number Financial5erv Dir. Financial Serv/acct For 2 Mayor (Or Asrt.) _ Civil Service Commission Routing Order ToWI # of Signature Pages 1 (Clip All Lowtions for Signature) Action Requested: Resolution allows City officials to enter into negotiations with Ramsey County to lease the Benz Building, at the new Ramsey County Law Enforcement site, for the City Police operations. Recommendations: Approve (A) or Reject (R) Perso�al Service Contracts Must Mswer ihe Following Questions: 1. Has this person/Brtn ever worked under a conVact for this department? Planning Commission Yes No CIB Committee 2. Has this person/firm ever been a city employee? Civil Service Commission Yes No 3. Does this personffirm possess a skill not normally possessed by any current city employee? Yes No _ Explain all yes answers on separate sheet and attach to green sheet Initiating Problem, Issue, Opportunity (Who, What, When, Where, Why): Ramsey County is building a new Law Enforcement Center neaz University and Lafayette. The Benz Building is located on the site and could house the Police operations which are currently housed in the Public Safety Building and the Public Safety Annex. Advantages If Approved: Collocating the police operations with the sherifPs operations will result in efficiencies in operations and better service for the residents of Saint Paul and Ramsey County. DisadvanWges If Approved: None Disadvantages It Not Approved: Opportunity to collocate law enforcement operations will be lost. Total Amount of Transaction: $8,250,000 CosURevenue Budgeted: Funding Source: Activity Number: Financiat Information: (Explain) ba- F�33 interdepartmental Memorandum CITY OF SAZtiT PAUL TO: Council President Dan Bostrom FROM: Chief ��Iilliarn Finney PoTice Department SUBJ: City,`County Collaboration - Benz Building DATE: Septzmber 9, 2002 Very soon, you and the City Cour.cil will be asked by the Mayor's Office to supgort efforts to move the pclice department into the Benz buildin�, which is d;rectly adj acent to the new Ramsey County Law� Enforcement Center (RCLEC). I wish to hi;hlight the iact that by moving your police department next-door to the RCLEC, we will be given the opportunity to initiate sor.ie si�nificant collaborations an3 efficiencies with the Ramsey County Sheriff's Office. Efficiencies of Co-Location: When Saint Paul oolice officers are housed in the Benz building, they will merely need to cross a skyway to speak to suspects anested for crimes in Saint Paul. The Emergency Operations Center (EOC) will be housed in the Benz building, which allows leaders from City and County agencies to assemble ai one location in a"statz-of- the-art" facility durina emergency situations. Commur.ity leaders and visitors will be able to stop at one location to contact members of either agency. Shared Resources: Target Range.• One benefit of co-location is a merged target range sTaff. The t�,vo organizations will merge tazgzt range staffs to crzate one unit to oversee all fireanr.s training for both organiza?ions and oversee contract ran�e services for other law enforcement a�encies. This co! laboration will ailow this department to retum two poiice officers to patrol duties. oa� �33 • Crime Lab: The RCSO has offered to assi� one criminalist to the SPPD lab. It has not been determined how this arrangement will be made operational in the respective organizations. • Training Unit: Both a�encies have an ongoing need for high quality, cost effective training for both sworn and civilian employees. Again, si�ificant savin�s could occur if we were to share this function. • SPPD Station Commander: The police departmenYs station commander will be housed in the RCLEC to provide administrative oversight, review arrests, meet with the judicizry and media, as a command, control and communications link for both agencies. • Cafeterias and Break Rooms: Employees will have access to a sin�ular cafeteria and break room creaied to serve bcth facilities. Future Collaborations: Sheriff Robert Fletcher and I have agreed to explore the prospect of combining units of similar functions into shared units or offices: Emergency Communications Center (ECC): The police departmenYs ECC would be a state-of-the-art facility with the latest technology and equipment. Investigative Units: Both agencies have investigative units where some nahual overlap occurs. The potential exits for increased investi�ative efficiency and eff ctiveness shouid a mer�er occur in this azea. The future move of the Saint Paul Police Department to the Benz building will allow this department to continue to provide the best possible public safety services to the citizens and visitors of Saint Paul. cc: Mayor Randy Kelly Deputy Mayor Dennis Flaherty SheriffRobert Fletcher SPPD Administrative Team .P ♦ .1v` RAMSEY COUNTy ��Q�,� V V � i � SITE DIAGRAM I t015f[OW COMM NC�POt� r.-t-r� , da�� Saiirt Paul Police Department Bem Building Spaea Needs Summary FcO�'�'1 LY T\iSifWl ExNlc p�+ssn &6"1CO3 Pe9e 1 za �'-� �� I 8 � y `$ �� 5 �� >�i 3a i n q �� ai C Da � O =z= t�;: I O� ��. R 3 F � 6 ` W Q <'-'i � ; c a � � ' 'n s D O 's� ��' F -u`a$ �° c " . w F c � x_'�t ��}� � � �go`��x �' � �� $�aa 1 �� I < � I UN � m � �d� ' � N �n � t- O �. in J � _ _ _ z � ! 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I I y N4. ` F� vr�c �� I F � �� 1 �w�a a�nr ^� 1 �w vo ( �n_wao �.�.��+�,+�,_JI.s�� NN O �...�� O � V � O� � w cv � ; OQ F- _.�� C: o� dZ Q � 4 : � 1� F � ONNKN �LL � �-V? w �� p d$ � Voa�u+ u ? � �� r.' � �� Q� i am � i il 1 - 1 , r, � � - -`�— - - O � -k3� CAROL MORPHEW/65i 2662763/266.2264FAX Benz Buifding Renovation Project � �ate: September 6, 2002 To: Benz Building Project Team Members Re: Renovaiior. Project Work Letter o p�� O� The purpose of this Work Letter is to describe the parameters of this buildiny renovation project and to outline the process by which the design and constructlon wil! proceed. 1. PROJECT PARTICIPANTS Several groups wiil pa!t:cipate in this buiiding prcject: A. OWNER: City of Saint Paul represen±ed by their Technology and Management Services (TMS) Group, Rea! Estate Division/ Peter Wnite and Dave Neison B. USER AGENCY: Saint Paul Police Department represented by Deputy Chief Richard Gardell and Senior Commander Timoihy Lesiie C. DEVELOPER: Ramsey County represented by their Prope��y Management Department/ Jolly Mangine, Caro! Morphew, and Fred Shank D. DESlGN CONSULTANTS: Wold Architects and Engineers represented by their Principal, Mike Cox E. DESIGN-BUILD CONTRACTOR: McGough Construction Inc. represented by their LEC Project Manager, Mark Miller and their Design Liaison, Dennis Mulvey These representatives will form the Benz Building Project Team and wiil be, as a group, responsible for the pianning and design of the Benz Buiiding. It is the responsibility of each Team member to report back to their respective organiza:ion on the status of the Ber.z Building Design Project. The Project Team wili have the coliectiva authority to fashion the Final Project Design within the Schedule and Gross Maxirnum Price (GUP) stipulated in McGough's Design-Buiid Amendment with Ramsey Courty. During construction, McGough will present building process and technology matters as they arise to Property Managemer; for direction. r RAMSEY COUNTY PROPE"RTY MANAGEMENT oa- �''S� 2. OVERALL PROJECT BUDGET On August 6, 2002, the Ramsey County Board of Commissioners approved a Benz Building Project Budget of �8,250,000 to include demolition, reconstruction, new fumishings, professional fees, and miscellaneous project expenses. This total is comprised of McGough's Build-faSuit Proposal of $7,250,000 plus $1,000,000 to cover fixtu, es, fumiture and equipment (FF&E). 3. CONSTRUCTiON BUDGET At the Count�s request, McGough Construction prepared a Build-to-Suit Proposal for fhe Benz Building in April 2002, prior to the County`s decision to negotiate with the City of Saint Paui for the relocation of the City's Police Department. This design-build proposal calis for the complete demolition of the buiiding's interior inciuding mechanical, electrical and plumbing systems. It provides for refurbishment of the masonry exterior and replacement of all win�ow openings with new window -assemblies. The proposaf aiso includes a new roof. The proposal estimates a square foot cost to build-oui the six floors as typical office space, assuming a combination of open office area, private offices, and conference rooms. It is important to note that this proposai was developed in la!e March without benefit of a specific build-out design and without an identified tenant. Construction costs were developed by McGough based on their 2002/2003 construction schedule at the adjacent Law Enforcement Center (LEC) site. The Benz Building construction estimate assumes efficient pricing based on simultaneaus construction work at the LEC. Subcontractor costs were prepared relying on the duai buiiding systems and interior finishing v✓ork anticipated in the coming year. Assuming 100,OG0 square feet in the building wouid be redeveloped along with the addi;ion of a skyway link to the Law Enforcement Center, McGough estimated a renovation cost of about $72.50 per square foot. 4. FINANCING SCENARIO The Ramsey County Department of Budgeiing and Accounting developed two financing scenarios to fund this renovation project. With consultation from the County's bond counsel, Springsted, Inc., the County Board reviswed the two scenarios a: their 6 August 2002 Policy Meeting and indicated their preference �or the Lease Revenue Bond trar,saction. This type of transaction turns on the City's intention to make lease payments to the County over a multi-year period after occuparcy in order tc repay the building development costs. The total amount of the bond issue and the repayment schedule are yet to be det�rmined and will depend on the approved budget . a Page 2 oa-� 5. DESIGN PROCESS On July 25, 2002, a meeting was conducted at the Senz Building with representaiives from the Giry, fhe County,"and McCough Construction in attendance. It was agreed that in order fior the design-build scenario to be successful, exterior construction and interior demolition must begin before the tenant design can be completed. McGough proposed to retain Wold Architects and Engineers, (the LEC designers), for consultation on the Benz Buifding project. McGough's Projeci Schedule caiis for Programm;ng and Schematic Design to 6e completed within a 30-day period. The group discussed merging the subsequent Design Devefopment Phase and the production of Construction Documents 'snto a 12-week period that concludes with construction documents 6eing submitted for building perrrzits in December. Developmeni ofi the project design on this scheduie wilf demand continuous participation by tne Project Team which 'sncludes: the C+ty's Reai Estate Division; the Wold consultant team; the ivlcGough Benz Buiiding team; Police Department project representatives and; the County's Property Management project representatives. With this design process, two major design review points occur at: a) the end of Schematic Design, about one month into project pianning; and b) in December with comp4etion of the Fina( Design and the Construction Documents. 6. PRflJECT SCHEDULE The Prr�ject Schedule assumes that negoiiations beriveen the Counry and the Ciry �vill oe successfui and resuit in a signed Lease-Purchase Agreement by mid-September 2002. MeGough Gonstruction has developed an integrated design and construction schedule that calis for programming work to begin as soon as Yne Project is authorized. Vvhile the design is being developed this fall, interior demolition wiil commence. The 6uiiding's exterior wili be cleaned and tuckpointed before winter se±s in. l'he existing roof will also be repf2ce� beginning {ate summer. By Jan:�ary 2003 construction documents will be comalete and i�terior recor.struction will commence. The reconstruction wiil be substantialiy complete by October 2003. �urnishings wiii beoin arriving on-site in 4ate September for instai4ation. Building start-up and operational staff training will begin at Substantial Completion. At this time it is anticipated that the Saint Paui Police Departmeni will move into the Benz Bui4ding in December and be operationa! by January 2�OS. 7. SUMMARY OF UNDERSTRNDlNG This Work Letter descsibes the composition o; the Project Team, their co�lective responsibility for planning and design, the scope of the projeci, the construction cnd overali project budget, the preferred financing method for the proyect, the work schedu(e, and the design process to be foilowed. !t is agreed that each entity involved in the Benz Building Project wiil provide the resources necessary for the project to be completed on schedule and within budget. • Page 3 SEP-86-2fl82 11�20 MCGOUGH CONSTRUCTI�N 6512986821 P.02 07-'�S� McGough — Ramsey Cou_ntv Law Enforcement Center 425 Grove Street St. Paui, Ivlinnesot� 55101 Phone (651) 298-6822 Fax (651 } 298-fi821 September 6, 2002 Ramsey County Property Management Mr. Jolly Mangine 660 Government Center �Vest 50 bVest Kellogg Boulevard St. Faul, Minnesota 55 i02-16�7 8e: Benz Suildina RenovaUon Build to suit proposal Dear Iolly: Five Generations Building Confidence At[ached please find our Build-to-Suit proposal fo: che Benz Building a[ 367 Grove Street. �Ve have ir.cluded our estimate for demolition and renovation per you: preliminary information. Our progosed office plan can adequa[ely support any one of your intended tenants. Wold Architec:s has a�reed co work within our p:oposed design fee. Sincerely, McGough Const Lction �C.��. Mazk Miiler Pro}ec[ I�Sanager cc: JimFrisell-N1cGoughComp2nies fiie: SEP-06-2�02 11�20 MCGaUGH C�NSTRUCTION 6512986821 P.03 vy�$3� Ramsey County Benz Building Renovation � � 367 Grove Street Buiid-to-suit Proposed Speci£cations General Items Exterio: Refurbishment rloor Plate Area Floot Design Planning Module Core Dimensions Struccural System Loading Docks Finished Ceiling Heights Parking Pacilities Storage Space Trash Compaccor Main Floor Lobby Building Standard Door Height Building Security Building Standard Ceiiing System Elevator Sys[em Elevator Speed HVAC System Zones per floor Energy Management System After hour HVAC zvailability Chilled water and Heat System Fire Pro[ection System - Complete exterior brick & stone refurbishment - 16,836 to 18,095 gross square feet avai:able - 80 psf live load capacity - 4' or 5' module available - approx. 20' x 20' bays - Cast in place cor.crete - Three dock doors available - 8' available, exposed siructure at basement - Parking available at RLEC next door - 20,Q00 GSF available in basement - Available at dock Ynterior Amenities - Secure entrance from RLEC site - 7' -0 - 24 hour security entrance available - 2' x 2' tegula* edge lay-in ceiling - Two refurbished existing elevators - 500 ` per minute Mecha�ical Systems - 2 AHU's per P�oor serving a VAV syscem - 1,500 SF inaximum - Utllize RLBC DDC building confrol system - Available via programming of control system - Dis[rict Energy to suppiy buiiding - Quick response sprinkier system SEP-06-2002 11�20 MCGOUGH CONSTRUCTI�N 6512986821 P.04 O ��i��3 E[ecEricat Systems System Distribution Design Capacity Emergency Generator Fire & Life Safety Alarr,i System Lighting Sys:ems ar.d Control Telephone and Data Distribution Sys[em - Use existing 2,000 amp 277/480 vol[ service - Supports 6 wacts per rentable square foot - New 300 kW diesel generator for life safety - Minimum coverage for fully sprinklered buildino - Lay-in parabolic fixtures with accent down liahts - Cor.duic and raceway system rough-in only Buiiding Care and Shell Exterior wall - Replace all exterior windows - Tuck point and repair all exterior brick - Clean all exterior brick and stone - Rated walls sheet rocked ready for finish Elevator lobby - Concrete floors teady far carpeting - Ceilings exposed ready for lay-ia ceiling Toitet Rooms Miscellaneous - Ceramic Tile floors and wet walls only - Vinyl wall covering accenis - Handicapped accessible - Two electric water coolers per floor - One telephone / electrical room per floor - One custodian closet per floor Typical Tenant Floor Floor Walls Ceilings HVAC - Sealed concre[e ready to receive finisi� - Design capacity_ 80 psf live load, 20 psf partitions - Perimeter/core sheetrocked ready for finish - 2' x 2' exposed "T" suspended grid system - Tegular edged ceilina tile stocked in buitdin� - NRC rating .55 -.65, STC rating 35-40 - VAV system, two air handling units per floor - 1,500 SF per zone maximum - Perimeter zones installed w/VAV box, duct, diffuser - Interior zones inst�lled w/VAV box stub only - Perimeter fan powered boxes; interior pinch down SEP-e6-20�2 11�2e MCG�UGH C�NSTRUCTI�N 6512986821 P.05 Light Fix[nres Doors, Fixtures & HardGVare Window Coverinos - 2' x 4' parabolic fixtures, 36 cell, 4" deep louver - Etectronic ballas[s with T8lamps - Allowance of 1 fixcure per 80 SF - Can down lights at lobby and toilet rooms - Doors are 7' x 3' solid core wood doors - Holiow Metal frames with lever hardware - 1" horizoncal I,evelot blinds at al1 ext. windows Other SEP-06-2002 11�21 MCGOUGH CONSTRUCTION 6512986821 P.06 Page 1 of 2 oy Raansey County - Benz Building Renovatio� - G�VIP Estimate Archiiect: McGough Companies Location: St.Pant, l�iinnesota Es2imate prepared by: McGough Estimate number: GVIP Estimate n 4 Building Square Footage: 100,000 Estimate date: 09(06/02 era( Conditions (most services from RLF tolicio ( basemert and b!dg interior, roo ironmen[al Demolition Utili;ies (min re-connections and sts sior Cor.crete Flatwork (patch and repaii crete Cu: an Gutter (patch and repair minous Paving (patch and repair only) crere Restoration (as needed at columns Erectioe Meta( allowance ;llaneous Metal Erection Finished Carpentry/!� Millwork Ins!alla:ion seam r ooting over &Sealants (Allo� �) $4.17 � 416,604 towerabandoned) 54.51 5 451,000 � BY Ramsey County t up of existing) 50.10 5 10,000 �nly) SO.IO $ ]0,000 nly) $0.0� $ 5,000 stabs) $015 S 25,000 $0.03 5 2,SOQ ----�-- SU_03 -- S -- 2,500 �O.IS 5 15.000 Wood Doors ---- --- -- -- - � --- ... . . . - - Finished Hardware Install Doors Frames and Hardwa�e -------------------- -._..- Access Panels �- "- - .. .- - --� �- � - Aluminum Windows / Glazing G�y sum Drywall, -- -� - - _ _ - Tile Acoustic Ceiling Carpet -- - ------ - ._.. - - --------- ----- --- - .... - Pair.ting & Wallcovering ----._._. . __...---- - ------ - -- - Toilet Partitions Lo�vers -- --- - - - - ID Devices eire Extinguishers Ins[allation of SQecialties Toile[ Accessories -- - - -- -- _ __ Skyway Link Benz to RLEC $024 $ 23,660 $0.15 S 1�,000 incl uded in Misc Metals $0.18 S 18,200 $0.75 $ 75,000 $0.25 5 25,000 $L54 S 153.972 50.15 _ $ I5,000 -- $0.25 - — 5 25,000 included in HM line item inciuded in HM line item �o.[o -- s io,000 � -- - - - -- ------_. 50.03 S 2,500 -- ---- - --- - - - ---- $2.99 $ 298,730 - $3.00 --- ----- -� --- - 300.000 $0.30 5 30,000 $1.09 ---- ----- - 5 ---- -- - I09,4t0 $L41 - ----------�----------- -- ------- --- ----. ._..--.. . . 31.18 5 138,Q00 50.04 50.03 50.02 50.08 50.06 $2.50 S 5,500 - - � _------- q.000 --- ---- ------- 5 3�000 $ 2,000 5 7,500 5 5,500 $ 25Q.000 McGough Construction Co., Inc. 2737 Fairview Avenue Nortn, Si. Paul, Minnesota 55113 SEP-06-2002 11�21 MCGOUGH CONSTRUCTION 6512985821 P.H7 Page 2 of 2 aa-� McGough Construction Co., fna 2737 Fairview Avenue North, St. Pauf, Minnesota 55513 oa-��3 interdepartmental Memorandum CITY OF SAINT PAUL To: Denny Flaherty Mayors Office 390 City Hall From: Peter White Real Estate Division 140 City Hall Date: Suhject: September 9, 2002 Benz I3uilding The following are costs of various items not included in the oiiginal renovation estimate and which will reqaire additional bonding authority. Secure elevator Buildout for the 9ll center, EOC, IS computer cenCer Fitness Center w/locker rooms Voice, data, video cabling 1V�etwork connections Subtotal Buiidout garden level for offices Contingency Subtotal Total $ 150,000 $ 842,055 � 572,000 $ 375,000 � 50,000 $1,989,055 S 1.143,270 $3,132,325 � 617,675 $3,750,000 This would brin� the total amount to $12,000,000 (�8.25M plus �3.75M). cc: Ron Kline (Benzexcess4) n��33 MEMORANDUM OF LNDERSTAI�TI?L�IG WHEREAS, the County is the Owner of real property and improvements legally described on "Exhibit A" (the "Property); and =<=`�' �VHEREAS, the Coun*y intends to develop the Property for law enforcement purposes; and WHEREAS, the County Law Enforcement Center located on the property contains facili�ies that are necassary for the City to use for law enforcement purposzs; and ;:°-- >,- -:� � ',' �, - .- GVHEREAS, the City wi11 putchase the real gropeFty legally'described�on."Exhibit B", known as the Benz BLiiiding, for Public Safety Offices azid reiafed purQoses; and <;;,. ;�' .; -, WH�REAS, The County will sell bonds in the amounti of S$,250,Q00 to finance the buildout a�d the fixtures, fumishings, and equipment for the Benz Building; an3 ;..,, _ �-- ��x,�r�-. ;° WHEREAS, in order to exeate and preserve�the haimonious�8evelopment of the Property foc ]a�� enforcement purposes and for the benefit of the`real property described in Exhibit B, the County hereb}� grants to the City a right of use of the Property under the terms and conditions stated herein; ,� NO�V THEREFORE, in consideration of Yhe mutual promise and covenants herein, the paRies agree as follows: L ��. The County wili build out tfie spaca in the Benz Building in accordance with the _;t ''scope of work document attached as Exhibit C; JI. `.;` The County tivill a�Iow'the City Police Department personnel to use facilities in the La�v: Enforeement Center, such as, the firing ran�e and the ]uneh roomfcafeteria. The Cirywill coordinate its nse with the Larv Enforcement Center building management staff. ` � ''�� III. N. The Law Enfozcement Center will have 24 hour staffed enirance. This entrance will be the aftei hours entrance for the Benz Buildin�; The Codnty a;rees to provide the operations and maintenance for the Benz Building and the City agrees to pay its pro rata share of the cost. In the alternative, the City may elect to provide its o�vn operations and maintenance for the Benz Buildin�. SIGNATURBS MODIFIED REDLINED DRAFT (8/28/02) � _ �� A�.��d - s��• ��, LEASE AGREEMENT ao0 � THIS LEASE AGREEMENT (hereinafter, to�ether with any supplements, amendme�� y g or exhibits hereto, "The LEASE") is made as of the a political subdivision of the State of Minnesota (the County} and the City of St. PauI, Minnesota, a home rule charter city and a municipal corporation under the.laws of the State of Minnesota (the City). RECITALS � ry� : �-� � .___ .. -� WHEREAS, the County owns real property and particularly described in Exhibit A which is attached WHEREAS, the City desires to lease desires to Lease the Property to the City WHEREAS, the parties related purposes; and W S, th � and �� 4 �_3 WH��-.s�� e and reriiodel the buildin r'ms �;a �:.;� � : " WHEREAS, th�€ount� �� €� �� __ ,_ `�above pumoseS; and use is between the County of Ramsey, �pro_v:e�nts (the PROPERTY) more ��:':- o an =�ncorpo��ted herein; and �tom the , and the County � � onditions stated herein; and roperty for Public Safety offices and � is vacant and unready for office use; parties that the County undertake to repair, renovate, a Pubtic Safety office facitity by the City; and is willing and abie to repair, renovate, and remodel the building the County is willing and able to finance the repair, renovation and remodeling of the building through the use of the proceeds of the sale of Revenue Bonds (the $onds) in the year 2002; and 49020 MODIFTED REDLINED DR.AFT (8/28102) WHEREAS, the City is willing and able to reimburse the County for the expense the County incurs for issuance and repayment of the Bonds through the rents it will pay to the County in this Lease of the Property, NOW, THEREFORE, in consideration of the mutual promise and covenants'herein, the parties agree as follows: ARTICLE 1. PROPERTY In consideration of the Obligation of the City consideration of the other terms and provisions of this City, and the City hereby takes from the County, the easements, and appurtenances belonging to ARTICLE 2. TERM The Term of this lease terminate on December 31, : � � Term). ��`� � _, ��- � Not�� the Date of the �v~_ � ;�_ compl��d, or by reason,`" `�n_^ C " _ty, the County sha�=us� � � �°�ons, repair_a�emode for b�- 8'� 3 � , _ r !, N � Y oay�Rent� (as defined m�iCle3) aiid in �'��:;,=`�.:'> ��---�-".' ; County hereby leases to the all rights, privileges, (Commencement Date) and term of two hundred forty months (the Propertp shall, on the scheduled Commencement by the City because construction has not yet been operations, repair or xemodeling to be done by the good faith efforts to complete such conshuction, Building and to deliver possession of the Property to the City. The good faith efforts, shall not in any way be liable for failure to obtain possession of the Property for the City or to timely complete such construction, Building operations, repair ar remodeling, but the Rent payable by the City under this Lease sha21 abate until the date the County is able to tender possession of the Property to the City, which date shall 49020 MODIFIED REDLINED DRAFT (8/28f02) be deemed the "Commencement Date; ' and the Term sha11 be automatically extended so as to include the full number of months of the Term, except that if the Commencement Date is other oa- �33 than the first day of a calendar month, such Term shall also be extended for the remainder of the calendar month in which possession is tendered. � Base Rent. The City The taking of possession by the City shall be deemed_conclusi�elyta establish that the Properiy has (a) been remodeled, renovated and repaire& in-accordance��ivrt� tlie ��o�isions of th x ::'"a r " [Work AgreementJ which is attached hereto as Exhibrt E B and s�ade in part hereaf,�and (li') are in good and satisfactory condition as of the date when ARTICLE 3. RENT defined herein, in advance, w� � at the rate stated in the �i ^�',�c �� herein as Exhibit C. �e such �i i�as taken. �. �� '-z. >� ,y to the��"�iity Base Rent, as � � �. r set off, for the entire Term, �' tached hereto and incorporated shall be due and payable without on �``�'�e first d��ao'h calendaz month succeeding the Term. The Payment for the month of January 2004 Rent repayment under the of money equal to one twelfth { 1112) the annual debt service, interest, capitalized interest, and other charges payable by the of the Bond indenture. during the term of this Lease, the County, in its discretion, is able to redeem the Bonds and reissue Bonds at a lower interest rate {the Reissue Bonds) the County shall recalculate the Base Rent to reflect the lower debt service. All provisions of this Lease which a9o2o 3 MODIFIED REDLINED DRAFT (8J28102) apply to the Bonds shall then apply to the Reissue Bonds. Provided, however, that the County shall not extend the redemption date for any such Reissue Bonds beyond the term hereof. If the City elects to assume management of the Property pursuant to Article 5 hereof, there oa-Fas shall be added to the Base Rent a Base Rent Override in the amount of two hundred thousand dollars ($200,000.00) per year, which Base Rent Override shall be paid in equal monthly installments of sixteen thousand six hundred sixty-seven dollars ($16,6Fr7 OQ) fo� fhe term hereof ;' _� - � remaining after the City assumes buildingmanagementes�onsib�lity. ��=� �� mx�=-:=�-°� `�.µ��,�� b� Operatin�Casts. As Additional as defined herein. As used in this Lease, the term and disbursements of any kind and the managemettt, maintenance, opc � or become obligated to pay m r� were mc �� =,perati � � _�� x �� repairs, an� -'� nts to t�� _ � systems, roo�� ,er't}' r -. ��-�'"�� payab��mployees o��t i�n and t� of .-' _ � of a ��c1az Y� shall pay Operating Costs all expenses, costs County in connection with which the County shall pay of when such Operating Costs the costs of maintenance, including, downspouts, gutters, painting, sprinkler fees, salaries, fringe benefits and related costs whose duties are connected with the Property; insurance all heating and air , sewer and water and other utility costs not separately metered to maintenance, trash and snow removal. Operating Costs shall not include the following: (i) costs of curing conshucrion defects to the Building; (ii) depreciation; (iii) any cost ar expenditure (or portion thereo fl for which the County is reimbursed, whether by insurance proceeds or otherwise; and (iv� an�repairs or replacements to tenant imnrovements which are 49020 NtoD�r�D �pL�rr�D Dt�T �ar2s�oz� paid for from funds in the Capital Reserve for Replacements Fund established in Article 3(fl. oa-Fr33 Notwithstanding anything contained herein to the contrary, any shuctural repairs or replacements to the Building, or of any capital improvements made after the Commencement Date which are intended to reduce Operafing Costs or of any capital improvements which are require'd under any govemmental laws, regulations, or ordinances which were not applicabie to the Property at the time it was constructed, including, without limitatian, the�nericans,With Disabilities Act ��~ �� '� �. (ADA), shall be included in Operating Costs. �� _ �' � (c) Estimated O�eratin2 Costs. The parties g �a�for the period commencing on the Commencement Date and ending December 31, _(Base Year Operating Not later than May 31, 2004, practicable, the County shall give under Article 3(b) for the followin_= "" � ar year� to the Coun ID ' ¢ne� - _ year it appe� ,. estima��y more than f� � � esE��ate for such year, a„� notice estimated to be as soon thereafter as is estimates of the amounts payable the first day of January of said of each month thereafter, the City shall pay amounts. If at any time during such calendar payable under Article 3(U) will vary from its (5%), the County may, be written notice to the City, revise its subsequent payments by the City for such year shall be based upon (90) days after the end of such full calendar year of the term or as soon thereafter as practicable, the County shall deliver to the City a summary of the total Operating Costs for the previous calendar year. If such summary shows an amount due from the City that is less than the estimated payments previously paid by the City (the Excess Amount), the County 49020 MODTFIED REDLINED DRAFT (8/28l02) shall credit the Excess Amount against Operating Costs next following due hereunder until the Excess Amount is exhausted; provided, however, that if the summary shows an Excess Amount for the year in which this Lease expires or is not appropriated or is cancelled pursuant to Article o�.-a-� s 14, the suinmary shall be accompanied by a refund of the Excess Amount to the City. If such summary shows an amount due from the Ciry that is more than the estimated payments previously paid by the City, the City shall pay the deficiency to the Couxtty as�Adc�iti,onai Rent ;'� within thirty (30) days after delivery of the suntmary. cancels this Lease pursuant to Article 19 hereof, the City after it vacates the premises, any such obligarion. (d) RiQht to Audit. The City or County's books and records of C days following the furnishing of exception to any item within thi� � § �� (which rt�F�ll be pa��€�� ' . by The City%`� � re „ �� (e) .-�r�e��.:`�bux the fir��Rent payment � re�d fees which the � � ized in the B ff shall ; within thirty (30) days of right to examine the hours within twenty (20) City.�nless the City takes written furnishing of tt�e summary to the City shail be considered as final and accepted As additional Rent, the City shall, on or before the date the County ali bond counsel, financial consultant, and incurs by reason of issuance of the Bonds and which are not The County shall provide the City with a statement of such Preterm thirty (30) days of issuance of the Bonds. In addition, if the County is required by law to maintain a debt service reserve surplus in order to avoid levying a tax of any kind, the City shall pay a Base Rent Reserve in the amount required by law each year. The Base Rent Reserve payment shall be due in full with the payment a�ozo MODIFIED REDLII3ED D12AFT (8l28{02) QJ.- Y3 3 due on the first day of January each calendar year during the term. Provided that, if the City pays the County in a timely manner all of the Rent payments required by this Lease, the County shall give a credit or retum to the City a sum equal to the previous yeaz's Base Rent Reserve on February 1 of each calendar year. Article 4, the �arties shall iointiv aQree on expenditures from this account; provided that if an emergencv arises which affects the stnzctural inte�rity of the Building or otherwise re uc� ires 49Q2Q imDrovements to the buildinQ. So long as the County is mana in the�ropert�pursuant to MODIFIED REDLINED DRAFT (8l28f02) immediate expenditure of funds, the Count�mav. in its discretion, make such chan�es without consulting with the Citv. oZ. f ?3 If the Citv elects to assume management of the Property as provided in Article 5, on the date it so assumes manaQement the Countv will transfer to the Citv the balance of'anv funds remaining in Replacement Reserve Account, after all unpaid obli�ations have_�een paid. Durintr Replacements, as Additional Rent, shall be sus en nded. ARTICLE 4. THE COUNTY'S (a) Pronertv ManaQement. (Property Management) as which the City was obligat Buildin�� all neE''� ��`� �. structural oY`��4��tnral _��. enhies, mte�i�� .- systems�,`�-plumbing wor�c� � � ari=:�rovide janitorial a� operate the Property and tear and any casualty against County shall maintain all parts of the whether ordinary or extraordinary, not limited to windows, glass and plate glass, doors, and floor coverings, heating and air conditioning pest extermination, regular remaval of irash and debris, other maintenance/service program for servicing all hot water, hearing and equipment servicing the premises. The County shall contract heat, electricity and sewer and water, and excluding telephoneltelecommunications. (b) Bond Issuance. In the calendar year 2Q02, the County will issue Revenue bonds in an amount sufficient to yield �miilion cash far the repair, conshuction and renovation of a9ozo MODIFIED REDLINEA DRAFT (8/28IO2) O�► �'� 3 the buildin�, and other expenses of the City to fiunish and equip the building for its purposes and move its Public Safety functions into the buildin�. :. . . . : .. . . . . : .:. II�I�UIY��I�J�r��l��l�Ul�l�Dl�l�l �hl�ltpN��P1R�JP�� !'ii��I1R�1 wll�l�K1�l��l��Y'lp��t�\�1�11��BiA� > • • '_ 7 . i • � � � � �� to the Countv. The City must give the assume Property Management. the City's obligation to pay and the City's Rent Obligation shall be Base Rent U�on such assum�tion, the County's the County's agents and representatives shall have the right to enter and at any reasonable time for the purpose of ascertaining the condition of the permitted to be made by the County under the terms of this Lease. a�ozo Building or in order to make such repairs and perform such actions as may be requixed or MODIFIED REDLINED DRAFT (8f28/02} ARTICLE 7. ASSIGlYMENT AND SUBLETTING The City may not assi�, sublet or otherwise permit occupancy of the Building or any portion thereof by third parties without the County's prior written consent, which may be Oa-�'33 withheld in the discretion of the County, and such restriction sha11 be binding on any assignee or subtenant to which the County has consented. Notwithstanding any perniitfed assignment or subletting, the City shall at all times remain direcfly, primar[ly and full}�respotisi�i�e,and liable - :v� w�� ._._w for the payment of the Rent and for compliance with alko��ts otlzer obligahonsi5ii��fie-teims ��_ , �. � :: .. '�� . of this Lease. Upon occurrence of an Event of Default, then assigned or sublet, the County, in addition to any provided by law, may, at its option, collect due and becoming due to the City under against any sums due to the construed to constitute a no .�: e obligat�a��, � � _ nder. " �� . _ `�=; transfer pro`' � � ��-this f �� assignment�� ,��,.°��" ��=-� Count�r breach of this� x' �� :� � � If the City assi�tl �� or any part thereof are provided or a11 amounts apply such amounts and no such collection shall be the further performance of its rent following any assignment or other be deemed a consent by the County to such same be deemed a waiver of any right or remedy of the Lease or sublets all or any portion of the Building witbout first the Coun� consent as required by this Article, said assigiunent or Lease shall be null force or effect. The County's consent to an assignment, Lease or other transfer of any interest of the City in this Lease or the building shall not be deemed to be a consent to any subsequent assignment, transfer, use or occupation. a9ozo 10 MODIFIED REDLINED DRAFT (8/28/02) ARTICLE 8. FIRE AND CASUALTY DAMAGE (a) Notice of Casualtv. If the Buildin� should be damaged or destroyed by fire, tornado or other casualty, the City shall give immediate oral and written notice thereof to the County. ��_P73 (b) Continuation of Lease. Norivithstanding the destruction of tke Building by fire, flood, tomado, riot, civil disturbance, act of terrorism, or-from any other cause", this Lease shatI.' remain in full force and effect and the City's obligation fo Base Rent shall carittn�ire�or any __ ��w ` r. _, - remaining term of this Lease. (c) Renair of Propertv. If the Building the City, at its option, may rebuild or repair repair and reoccupation of the Building Building and the City shall pay the date of re-occupancy. If the the Cow�i��s�.not be re� z �� (d) ��: Remaval of PeF; �� _ _ ��:v_ . �� Property by-- �"___ - _ � 1 , �� of su __ amaee and at its' _-. ' Property The be by any cause, of such rebuilding or resume management of the Operating Costs, as determined on In the event of any damage to the Building or the Article, the City shall, promptly after the occurrence and expense, remove from the Property any personal property to any of the City, its agents, employees, contractors, licensees or indemnifies, holds hannless and agrees to defend the County from any judgment, cost or expense, including attorneys' fees through all appellate levels arising out of any claim of damage or injury by any of the City, its agents, employees, contractors, licensees or invitees as to itself or themselves or their respective properties arising as a result of the removal or failure to remove such personal properry. The County and the City 49020 11 MoD��D �DL�D D�T �s�zs�o2� ba- �33 agree that the County shall have no obligation to secure the Building or the Property in the event of a casualty and that the risk of loss, by destruction, theft or otherwise, to the personal property of the City, its agents, employees, contractors, licensees or invitees shall be bome, as between the County and the City, entirely by the City. ARTICLE 9. LIABILITY, WAIVER A.ND RELEASE . - : . (a) No Liabilitv. The County shall not be liabtg�for and th��ity �Itruidemnify and:�� Y' hold the County harmless from any loss, liability, claims, suits, �osts and expenses, 7nck`ii�ig �-c,� � �� , . attorneys' fees, arising our of any claim of injury or any cause whatsoever other than the County's gross County shall not be liable to the City or the invitees for any damage to persons or County's gross negligence or such persons or property. any pro erson c� -��. �=� x strike insun � �rar, �`� �= other matter "� f __ . _.�'" -� may a�se through repai� fra�anv cause whatsoe� ama�aii�a�about the Properiy arising from �� _� �.> iegligence o�~��misconduct. The �;�. _ w �� loyees ��`tractors, Iicensees or ��:_��. � ; � ~ _ - .''e whatsoever except the =,��" the C� assumes all risks of damage to � �- ��or responsible for any loss or damage to x ; majeure, pubiic enemy, injunction, riot, isition or order of governmental body or authority, or the Y nty, or for any injury or damage or inconvenience which of any part of the Building, or failure to make repairs, or except the County's willful acts or gross negligence. Except as provided below, each of the County and the City upon its own properiy insurance with respect to any damage, loss or injury to �ts property. Each of the County and the City hereby releases the other and the other party's directors, officers, employees, agents and others acting on the other party's behalf (collectively, the 490?0 12 MODIFIED REALINEA DRAFT (8l28(Q2) OZ '�` 3 3 `Yeleased parties") from all claims and ali liability or responsibility to the releasing party and to any person claiming throu�h or under the releasing party, by way of subrogation or otherwise, for any loss or damage to the releasing pariy's business or property caused by fire or other peril, even if such fire or other peril was caused in whole or in part by the negligence or other act or omission of one or more of the released parties. Notwithstanding the Poregouig, the release from liability and waiver or subrogation provided for shall (i) �a�ty be effective Yo tize ea�ent that the �� _ � -� � � loss or damage to the releasing party's business Qr prope�}� is aatually covered b��" `zusucarace; and ''� �_ ��°=� ,�' (ii} not apply to the extent of any deducUble (or deductabT`e��_�g under such insurance. ARTICLE 10. INSi3RANCE � � rather than "claims made" basis, with a total combined policv limit of at least $2,000,000.00. The Policy shall include, but not be limited to, covera eg s for Bodilv Injurv, ProperiyDamaee. Personal Iniurv, and Contractual Liabilitv a9azo 13 MODIFIED REDLINED D12AFT (8/28/02) b� • r�s �olvingto this Lease) or an equivalent formlor formsl affordine coveraee at least as broad. The County shall be named as an Additional Insured under the Policv. �d,2 The CitLhall be xes�onsible for the payment of anv deductibles and co-insurance penalties under the Policy or �olicies. -. � The amounts and types of coverayaze at least ec�ual to the amounts and types that would be required by this Lease; and a9ozo 14 � The certificate states the amounts of insurance and types of coveraee; MODIFIED REDLINED DRAFT (8(28(02) �3,2 The �olicies comnlv with the other requirements of this Lease. ARTICLE 11. CONDEMNATION �?-�'Z (a) Total Taking. If the whole or any substantial part of the Building is taken for any public or quasi-public use under govemmental law, ordinance or regulation, or by �ight of eminent domain, or by private purchase in lieu thereof and ttte taking would or materially interfere with the use of the Property or the Building for thepurpose for.which the� being._ used, this Lease shall terminate and the Base Rent and f)perating Gosts shall be'abate�c�tr�ing the -. `:>=' unexpired portion of this Lease effective when the (b) Partial Taking. If part of the Properry use under any governmental law, ordinance private purchase in lieu thereof, and above, this Lease shall not unexpired portion of this L under al circums� � �, � --. ,: �.. _ . _ ��._ (c) ° #' In County and_��C�. � �.-_ � �' i �. of lu "sum awards as`�� p� �dings, provided tt�� nis ase is n ' a=�,� 6 . the O "�a �,: be rec��t�d to Property shall occur. l:� or quasi-public domain, or by in the subpazagraph payable hereunder during the as may be fair and reasonable such taking or private purchase in lieu thereof, the receive and retain such sepazate awards and/or portion to their respective interest in any condemnation the City shall not be entitled to receive any award for its loss of its property which would have become the property of the County upon Lease; the right to such award being hereby assigned to the County. The City shall be entitled to any awazd it receives for relocation pursuant to Minnesota Statutes Section 117.50 and related Federal Statutes and Regulations. ARTICLE 12. QUIET ENJOYMENT a9ozo IS MODLFIED REDLINED DRAFT (8/28102) The County represents and warrants that it has or will acquixe full right and authority to ��-«� enter into this Lease and that the City, upon paying the Rent and performing its other covenants and agreements under this Lease, shall peaceably and quietly have, hold, and enjoy the Property, subject to the terms and provisions of this Lease. or ARTICLE 13. EVENTS OF DEFAULT Each of the following events shall be deemed to be an Event ofDefault by the City under _ , � this Lease: '� �� -��;> � <. _- � � �:.,- . �. � �.:.=��,:-� =, — �� (a) .Di The City shall fail to pay any installment due, and such failure shall continue for a period such payment was due; The Gity sha11 vacate or provided however, t�`'s default hereunde�less, _=a� �� _�led to �th its � �� -�--� � �.. M �x� � � .� (c) �� ,� �i��l�ail to i -_- � with Artt��Y,`=�� of Rent herein when from the date of the Property; shall not constitute a estimation, the CiYy has maintain the Property as required under this and provide evidence of such insurance in accordance (d) The Cit}�hall fail to comply with any term, provision or covenant of this Lease the foregoing in this Article 13), and sha11 not cure such failure within (20) days after written notice thereof from the County to the City. ARTICLE 14. REMEDIES a�ozo 16 MODIFIED REDLINED DRAFT (8/28J02) Q1.-�33 (including the right to relet the Property as part of the larger area and the right to change the character or the use made of the Properry), and the County shall not be required to accept any tenant offered by the City or to observe any instructions b ven by the City about such reletting. In any such case, the County may make zepairs, alterations and additions in or to the Property, and redecorate the same to the extent the Counry deems necessary ot.@esirable m.it� sole d�sc.�etion. All Rent `' � �, � and other sums received by the Coanty f`ro�,anys�`ch reletting shall�e�pj�Tied as vu-� � '� =_ follows: first, to the payment of any in� from the City to the County; second, to' `= �'� such alterations and repairs; th� , • _ _---.:,� reletting, including, witha��limitati��, �� fees and Lease indu�nents, suc�as m =¢ � allowances; fo o the p. t of � Y_ � �esidue. i s'�a"4.1 be hel oL than Rent due hereunder and expenses of expenses of reasonable attorney leasehold improvement due and unpaid hereunder; and the and applied in payment of future Rent and payable hereunder. If such Rent and other sums during any month be less than the Rent to be paid (d) during the City hereunder, the City shall pay such deficiency to the County.�Such deficiency shall be calculated and paid monthly. Notwithstanding � any��c"h re-entry by the County, the County may at any time hereafter elect to � �� rminate this Lease for such previous breach. The City acknowledges that the damages the County would incur in terminating this Lease following a default by the City would be difficult to estimate or ascertam. asozo lg MODIFIEA REDLTNED DRAFT (8128102) Therefore, the City a�ees that in the event the County elects to terminate this Da, . P33 Lease, the County may, in addition to other remedies available at law or in equity, declare all unpaid Rent payable under this Lease immediately due and payable, as liquidated damages, and not a penalty, and in addition, recover from.tfie City further liquidated damages, and not as a penalty, an amotuifiequal to the sum of , the following: (i) all unpaid Rent that is pxyable by the Citg hereunder and that .%' �.. � �; � � m=- accrues throu„uh the effective date of ter�zi=tation, Base Reii�Po��he:term of : ;�, r. v� -_ the Lease accruing from the date Lease and which is necessary for the County will do at the eazliest (e) Any and all property whic pursuant to the autl��t� entitled, may be a�idled, �,, ,� � �--_,�. ��nty at =inay be�m� the I-��a�e or an ex iration of the term of this �:,:, .= -` to' ed�`�Z��Bonds, wh3ch the ` �; �; ._� .,. zder the t s of any Bond indeniure. �_ �- ��Properiy by the County w, to which the City is or may be l, as the case may be, by or at the and expense of tAe City, and the County for the value, preservation or safekeeping thereof. County, upon demand, any and all expenses incurred in storage charges against such property so long as the same County's possession or under the County's control. Any such of the Ciry not retaken by the City from storage within thirty (30) days removal from the Property shall, at the County's option, be deemed conveyed by the City to the County under this Lease as by a bill of sale without further payment or credit by the County to the City. such shall be 49020 19 MODIFIED REDLINED DRAFT (8/28102} �fl Pursuit of any of the foregoing remedies sha11 not preclude pursuit of any of the oa-�a3 other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any Rent due to the County hereunder or of any damages accruing to the,County by reason of the violation of any of the terms, provisions and cavenants herein contained. No act or thing done by the Cotmry or its agesrts du�ng �he Term shaYl �.-�= r be deemed a termination of this Lease o an acce tance of the sunendero��he y��,�- � ° �;�� : :�,� Property, and no agreement to terminate tT��asems accept a surrender of said Property shall be valid unless in writi County of any violation or herein contained shall be violation ar breach contained. �.51 terms; No waiver by the and covenants a waiver of any other and covenants herein payment of Rent or other payments of Default shall not be construed as a the County so notifies the City in writing. the to enforce one or more of the remedies herein of Default shall not be deemed or construed to constitute a waiver�"o� such default or of the County's right to enforce such remedies with such default or any subsequent default. ARTICLE 15. PROPERTY TAX DISTRIBUTION OFFSET a9azo Zp MoD�rED �DZ,�� n�T �s12s�o2> The County may, in its discretion, recover any sums due to it under the provisions of O�-t Article 14 hereof by withhoiding from any property tax dishibution due from the County to the City under the provisions of Minnesota Statutes Chapter 276. ARTICLE 16. NOTICES Any notices or communications required or desired to be given hereunder shall be in writing and shall be deemed effective and received upon.personal deli�er}�or^fv�{SJ days aftef� ,w=��' ; � : -�. the deposit in the United States mail, certified, postage pr�paid, retum recetpt reg�t�et� �a<�he County or the City at the following addresses: THE COUNTY Paul Kirkwold Ramsey County Manager 250 Courthouse St. Paul, MN 55102 With a copy to: David F. MacMillan Assistant Ramsey County 50 West Ke�,gg Blvd. St. Paul, `�� "`�� 02 -� �-� ARTICL� � Rl _ LL �� The �� -- `"�° ordina�e�and regulatii� � (L�� y oii, petroleum p�a �` � wastes o�bst with all applicable local, state and federal laws, to Hazardous Substances. "Hazardous Substances" means flammable substances, explosives, radioactive materials, toxic wastes or substances, infectious wastes or substances or materiais or pollutants that (A) pose a hazard to the Property or Building or to persons on or about the Property or Building or (B) cause the Property or Building to be in violation of any hazardous materials laws; (2) asbestos in any form, urea-formaldehyde foam insulation, transformers or other equipment that contains dielectric fluid containing a9ozo Z 1 MODIFIED REALINED DRAFT (8/28/02) polychlorinated biphenyl, or radon �as; (3) any chemical, materials or substance defined as or oa-� included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazazdous waste," "restricted haZardous waste," "infectious waste," or "toxic substances," or words of similaz import under any applicable local, state or federaT law or under the regulations adopted or publications promulgated pursuanti thereto, including, but not limited to, the Comprehensive Environmental Response, Compeusation and Liabi�tx Act;of 1980, as �_� � > �., , " - �, z ,� - :;* � - , �� , amended, 42 U.S.C. §§9641, et se�c ..; the Hazazdous Materials T�aii�sportahan Ac�as„�meii�ed, =��:>�_� °=�"-. 42 U.S.C. §§6901, et se .; the Federal Water Pollution C'�r� §§ 1251, et se�c .; (4) any other chemical, material or su�ance, limited or regulated by any governmental and safety of the occupants of the property adjacent to or surroundiz � Property or adjacent property; a� �_ could po A. d to tl� the storage�'�� : .� :�, us Sutis � ` - � et£}.��Y�>>.. zcYa City's ordin�� _ "Pe� condu��in accordanc � � Br��ing or Property as�landfill amended, 33 U.S.C. is prohibited, could p�s� a hazard to the health and/or occupants of any any person or entify coming upon the material or substance that may or not: (i) use the Buiiding or Property for far such activities that are part of the course of the Activities"); provided, such Permitted Activities are laws, orders, regulations and ardinances; (ii) use the or dump; or (iii) install any underground tanks of any type at shall at its own expense maintain in effect any and all permits, licenses or approvals, if any, required for the City's use of the Property and require the same of any subtenants. The City sha11 make and cause any subtenant to make all disclosures required of the City by any laws, and shall comply and cause any subtenant to comply with all orders concerning the City's use of the Property issued by any governmental authority having a9ozo ZZ MODIFIED REDLIlVED DRAFT (8128/02) jurisdiction over the Property and take all action required by such govemmental authorities to da-F33 bring the City's activities on the Properiy into compliance with ail environmental and other laws, rules, regulations and ordinances affecting the Property. If at any time the City shall become aware, or have reasonable cause to believe, that any Hazardous Substance has been released or has otherwise come to be located on or beneath the properiy, t$e City shall give written notice of that condition to the County immediately after the City becomes so aware The Gity shall be .,_-= �_, -.1� .� ^ y responsible for, and shall indemnify, defend and hold tha�ounty� tF�umless fro�>a�c# a�ar�ist all _>._, _ . �. -�;-,�.r:=� �- �„ �:� environmental claims, demands, damages and liabilities, costs and reasonable attomey fees, if any, arising out storage, disposal or other presence of any Building or Property during the Term or provided by this Articlel7 shall ARTICLE I8. OPTION T�1 ,� .•_ Prov� � a the Ci " � rv�� contained in't �� at the term here�� the su�of one million P�� or before S� the iqeluc�tig;w ithout limitation, court �t �'�� , , �� or �n ca�€,��ith, the generation, � K, �: w� ��°� � � �'ance m on p�r" bout the Property, ,�,, � M � � itted. The indemnification >f�iis Lease. � � il terms, conditions, or covenants of this oprion to purchase, at the end of the Ciry shall have the option to purchase the Properry for thousand dollars ($1,SQQ,Q00.00)(the Option Purchase 2002, the City shall pay to the County the sum of one million dollars ($1,500,000.00) as Option Earnest Money. The Option Earnest Money shall be held by the County, without interest, as earnest money in connection with the City's option to purchase the Premises pursuant to its exercise of this option, (and not as any a9ozo 23 D�-F33 MODIFIED REDLINED DRAFT (8/28/02) payment of Rent or additional rent under the Lease), and the principal amount thereof shall be credited against the Option Purchase Price payable by the City on the Option Closing Date. The Ciry shall exercise the opuon to purchase that is contemplated in this Article 18 by delivering written notice to that effect to the County (the Exercise Notice). The Exercise Notice shall designate the date the City desires to close upon the purchase contemplated thereby (the Option Closing Date). The Option Closing Date shall not occur � sixth calendar month after the month in which the agreed to by the parties. In the event of the timely delivery of the Exercise proceed to a closing on the purchase and sale following terms: (a) The closing date succeeding busin (b) .�.,The balanc�� _ _ - imme � {c) - ntys� o� ��tions, c isi �� laim � :_ � any occu �� occurs, in of the.� the parties shall with the �te of C�sing") s�1 be the Option Closang Date, or the if su��lay is no„Y� business daY> Option Earnest Money shall be payable G itle to the Subject Properiy by Quit Claim deed, subject easements and restrictions of record without effective ;rmitted Encwnbrances, this Lease, the right of all who all levied and pending special assessments, the right of and zoning laws and other ordinances; (d) Except �� any filing fees associated with the satisfaction of any mortgages or other I�s created by the County, which shall be paid by the County, the City shal�y all fees aud taxes due in connection with the recording of the deed and conveyance documents; The City shall be solely responsible for the payment of all costs incurred in providing a title insurance commitment or other evidence of title for the Subject Properiy that the � C� desires to obtain, and the City shall be solely responsible for any closer's fee, title insurance premiums, survey, engineering, environmental and other due diligence costs; 49020 Z4 oa-�� MODIFIED REDLINED DRAFT (81281Q2) �fl The City shall have paid to the County all amounts due under the Lease through the Date of Closin�; (�) Upon the occurrence of the Date of Closing, this Lease shall be terminated and of no further force and effect. If the City elects to terminate this Lease by non-appropriation, pursuant to Article 19 hereof, this option shall expire, lapse, and be of no further force. Upon such termination by non- appropriation, the County shall, within six months of the date this Lease tersninafes to She , �; " � ' � '_ City the Oprion Earuest MQney, without interest � - � :�" � -� ��„ , ARTICLE 19. ANNUAL APPROPRIATION LEASE.�-- -=w . The City's obligations under this lease are and the City has the right to terminate this lease b; Rent and any Additional Rent, including operat� later than September 1 of its decision not t�a� agreement for the following year. Such notification and non default, as defined in Article 13, a effect on December 31 of the yea the parties obligations hereunde� (The Terminat�ion Date). F �== `'�� ation by the City, ds for the Base the County not s under this a��ity shall not be an event of ; and be of no further force and and non appropriation is made, and �Ity at 12:00 p.m. on December 31 P 2.00 p: '�Termina� _'� �`e, the City shall peaceably and quietly leave, yield up _s ��der the the County in good repair and serviceable condition. For purposes he __ „� ' ithout _., . generality of the foregoing, the Property shall be surrendered on��1��`f��n at �a) � � �f (b m mat � � � hereto; a�� condition: with all state and local building and fire codes applicable (c) all licen� and permits of any govemmental authority applicable to operation and use of �e Property shall be transfened to the County to the extent transferable. shali leave the Property broom clean and free of occupants. The City shali the Property on or before the Termination Date all personal property situated thereon which was not purchased with proceeds of the Bonds, pursuant to Article 4(b)(3), and which is not otherwise owned by the Eity Coun , or sub}ect to the lien of any mortgage, and at to an a�in � ,ng to apF �'�e City 49020 25 MODIFIED REDLINED DRAFT (8/28/02) C.l- -� 33 its sole cost and expense shall, on or prior to such Termination Date, repair any damage caused by such removal. Property not so removed shall become the properry of the County, which may thereafter cause such property to be removed from the Properiy and disposed of, but the cost of such removal and disposai as weli as the cost of repairing any damage caused by such removal shall be bome by the City. The provisions of this Article 19 are intended to an¢ shall be the provisions of Minnesota Statutes Secrion 465.71 ARTICLE 20. ALTERATIONS; CONDITION 1 The City shall not make any alterations, additi (including but not limited to roof and wall penetrations) County. The City may, without consent of the County,� good worlrnianlike manner erect such shelves, bins, mac advisable, without altering the basic character of tl�� "�i' �-._~ , damaging such Building, and in each case co� ,�c� ordinances, rea lations and other req� additions or improvements Ciry shall limitarion, waivers of lien, surety con guaranties of persons of subst thereof and to protect County liens. All alterataons, additio� includmg �s3hout limitah�C�� be and re��a�e nrone�� and partiti� restore the of termina' withouY t�i i�terpFefedfa:comply wath" , Xr UPON E7�ILiA��N. w �� w ments to the �P%epeity �rior written consent of the �ost and expense and in a �xtures as it may deem ��.. ��iverloading or overnmental laws, s�.' Prio "' enci��any such alterations, such �sur nty, including, without rfo� a ' ent bonds andlor personal ;�s �ounty�all requi�to assure payment of the costs ° any lo�om mec�ics', laborers', materialmen's or other �stallatzo .�, C�n roy��nts and partitions erected by the City, elephon- mmunications cabling ("Cabling"), shall �ounty ~-' e Term and the City shall, unless ihe County Y�;�move all alterations, additions, installations, improvements �on, the Cabling, erected or installed by the City and ��n by the earliest of (a) the Expiration Data, (b) the date to`��Expiration Date or (c) the vacating of the Property (said earliest date may be refened to as the "Restoration 'the County so elects, in writing, prior to the Restoration Date, ;rations, additio� f�allations, improvements, partitions and Cabling (other than ttade and personal pr �erty of the City) shall become the property of the County as of the ion Date and _;all be delivered to the County with the Property. All shelves, bins, :ry and trade'�ctures installed by the City shall be removed by the City by the Restoration eq��c��[he County, and upon any such removal the City shall restore the Property to �� e� ition. All such removals and restoration shall be accomplished in a good and 1iYike manner and shall not damage the primary structural qualities of the Building. 49Q20 26 MoD��D �DLmr�D D�T �si2sio2� O � -� ARTICLE 2L MISCELLAATEOUS (a) Gender: etc. Words of any gender used in this Lease shall be held and construed to include any other gender, and word in the singular number shall be held to include the plural, unless the context otherwise required. , � Bindin� Effect. The terms, provisions and covenants and-conditions contained in this Lease shall apply to, inure to the benefif of, and be.hinding.tipon, the partie&-- .% � �. =_=" hereto and upon their respective legal representat�es, successors aackpenntf�ed ��;�:: � =�-��;,, assigns, except as othenvise herein The City agrees to furnish promptly upon demand, a corporate documentarion evidencing of to enterinto this Lease. Nothing herein enforceable rights � in the Building any the City as a result of the covenants Lease aze for convenience only and in no or describe the scope or intent of this Lease, or any way affect the interpretation of this Lease. may not be altered, changed or amended except by an in writing signed by both parties hereto. All obligations of the City hereunder not fully performed of the expiration or earlier termination of the Term shall survive the expiration or eulier terminarion of the Term, including without Innitafion, all payment obligations with respect to Operating Costs and all obligations concerning the condition of the Property. Upon the expiration or earlier termination of the Term, a9ozo Z� MODIFIED REDLINED DRAFT (8/28/02) � Z' �� the City shall pay to the County the amount as estimated by the County, necessary (i) to repair and restore the Property as provided herein; and (ii) to discharge the City's obligation for Operating Costs or other amounts due the County. All such amounts shall be used and held by the County for payment of such obligations of the City, with the City being liable fox any addirional casts upon demand by the County, or with any excess to be returnedtg fhe City after ali sucl�`obligations -_,= " � U; -� � have been deterniined and satisfied. �� - �`"� ,��;�,"+�-�-�" '� :�;� � Severabilitv. If any clause or provision unenfarceable under present or future that event, it is the intention shall not be affected that in lieu of such i�;'and it is alsi � � or pra�sion of that illegal, invalid or Term, then and in of this Lease of the parties to this Lease Lease that is illegal, invalid or Lease a ciause or provision as or unenforceable clause or provision as valid and enforceabie. � EACH OF THE COUNTY AND THE CITY �►\��;i[�:�C�Z:Q:iG_ 1 J: i : �_ � 1��)�i RELAT�G TO THIS LEASE. This Lease shall be enforced in the District Court, � Sec.on� Judiciai District, State of Minnesota. �_� 7 � �' �omplete Agreement. This Lease contains a11 of the a�eements and understandings relating to the leasing of the Property and the obligations of the County and the City in connection with such leasing. The County has not made, and the City is not relying upon, any warranties or representations, promises or a9ozo Zg MODIFIED REDLINED DRAFT (8/28/02) o�-�� statements made by the County or any agent of the County, except as expressly stated herein. This L,ease supersedes any and all prior agreements and understandings between the County and the City and alone expresses the agreement of the parties. in the � Governine Law. This Lease, the rights of the parties hereunde� and the interpretarion hereof shall be govemed by, and construed inaecordance with, tYre~'� ;r , � v% - � internal laws of the State of Minnesota, w�thout gti.�ing effect to'co�ictWoffaws principles thereof. (k) Construction. The parties agree that counsel for both Accordingly, neither party shall deemed to have � construed against wither party by virtue of the� ARTICLE 22. EXHIBITS � Exhibits A, B, and C IN WITNESS WHEREOF, the aze i this Agreement. �it shall not be of a dispute. by reference. this agreement. RAMSEY COL3NTY 49020 Z9 MODIFIED REALINED DRAFT (8I28IO2) � 6�-8'33 7im McDonough, Chair Boazd of Commissioners APPROVED AS TO FORM: Assistant County Attorney By: Bonnie Jackelen, Chief Clerk Boazd of Commissioners �:;' �- �. � �- � w�:. CI�Y�OF S�NT PAUL, A�iIIy�IPSO'f'A ��p:x�� '"�;��' Its Office ofFinancial Services Approved as to form: Its City Cierk Assistant asozo 30 oa -� MEMORANDUM OF i_TNDERSTANDING �p,�.�.,a►� S�Mt. ��,a-oea� WHEREAS, the County is the Owner of real property and improvements legally described on "Exhibit A" (the "Property); and WHEREAS, the County intends to develop the Property for law enforcement purposes; and WHEREAS, the County Law finforcement Center located on the�pmpetty contains facilities that are necessary for the City to use for law enforcement purposes; and. w U � � � �. r �; � � _ � WHEREAS, the City will purchase the real proge�ty legallyrdescnbed oi��``E�ctubtT.B", known as the Benz Building, for Public Safety Offices atr�r"ela�ed pwposes; and °° -x�" WAEREAS, The County will sell bonds in the and the fixtures, fiunishings, and equipment for the Be . �, WHEREAS, in order to create and pres ." .. � law enforcement purposes and for the bene "-�fie � hereby grants to the City a right of use of��Prop�� NOW THEREFORE, in co�s�d�atio�� e n parties agree as follows: �� I. The County��l ��ld out " � �ooe of �t��ment a . � x to finance the buildout "pment of the Property for �ed in Exhibit B, the County and conditions stated herein; and covenants herein, the Benz Building in accordance with the �it C; II`�� unty .. z e City Police Deparhnent personnel to use facilities in the �� ceme "` ��""" ch as, the firing range and the lunch roomlcafeteria. The -, rdinat se with the Law Enforcement Center buildin$ management The Law be the afi Center will have 24 hour staffed entrance. This entrance will entrance for the Benz Building; TV. The (�inty agrees to provide the operations and maintenance far the Benz Building _>.:r �_:� e City agrees to pay its pro rata share of the cost. In the alternative, the City ��,��ay elect to provide its own operations and maintenance for the Benz Buiiding. SIGNATURES � �� ba-�� I � �''d�s ur-��(�"� F'URTHER RESOLVED, requesting Ramsey County to bond $12,000,000 to cover the construction build out, fixhire fu.mihxre, for the Benz Building, Saint Paul Police Headquarters. �`e-p�..�-�-� t�.�-- g�.�-� �- ��- - .-� �� \ �. � � � 0 � � o F–o-��. — — — ��