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03-724Retum copy to: Real Estate Division 140 City Aall Councii File # �Z,� Green Sheet # � � � RESOLUTION CiTY OF SA1NT PAUL, MINNESOTA Presented By Refened To Committee: Date 3�l WHEREAS, since 1960 the City has leased, through Lease Agreement PW13, originally about 19,000 square feet, subsequently reduced to 16,775 square feet, of vacant land over a sewer pumping station to Group Health Plan, Inc. for use as a parking lot for its Como Avenue clinic�and WHEREAS, said Lease Agreement PW/3 will expire on August 31, �and to ti 12 13 14 1s 16 17 WHEREAS, it is the expressed intention of both parties to extend the lease for an additional five year tertn; and WHEREAS, the Rea1 Estate Division has determined that the agreed upon rent represents the fair market value of the properry; NOW �'HEREFORE BE IT RESOLi�ED, that the proper City officiais are hereby authoriZed and directed to execute Lease Agreement PW/3. Adopted by Council: Date /�i�i. G. �Od3 Requested by Department of: Technoloev & Mana¢ement Services By: � �. Director� �'fl� Form Approved by City Attorney t� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Shee � � � ueparunenvomceicounar. i uaLe mmacea: ; TE - 7echnologyandManagementServ I 14JUL-03 ; Green Sheet NO: 204121 Contact Person & Phone: Dave Neison 6-8850 Must Be on Counci! Agenda by (Date): � Assign Number For Routing Order 0 (fechnolonvandMana2ementS � 1 iLSN Attoruev � MeEhan Rilev 2 echnoioev aud Mauaeement S� DirecMr � 3 vor's Office I MavodAssistant 4 ouncil ( 5 i Clerk � Ci Clerk Total # of Signature Pages _(Clip All Locationsfor Signature) Action Requested: To authorize and direct the proper City officials to execute a five year extension of Lease Agreement PW/03 of 16,775 s.f. of vacant land over a pumping starion to Aeakh Partners for use as a pazking lot. Ref: i. Resoluflon for considention; 2. Sample copy of Lease Agreement PW/03. Approve (A) or Planning Commission CIB Committee Civil Service Commission Contracts Questions: 1. Has this personffirtn ever worked under a contraIX for this department? Yes No 2. Has this personffirm ever been a ciry employee? Yes No 3. Does this personlfirm 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, Issues, Opportunity (Who, What, When, Where, Why): The lease will exp'se on August 31, 2003. Advantapes IfApproved: The lease would continue. DisadvantaStes If Approved: None Disadvanhges If Not Approved: The lease would not continue. Transaction: 10810.88 Fundinp Source: N/A Cost/Revenue Budgeted: Activity Number: N/A Financia� information: This amount represents rent over the fu115 year term of the lease. (Explain) �,Cb?Rt1C°' F�ceg?q�h (;C°`t �.: {�.��:. � LPw03) Revised Authority (C.F. or A.O.) LEASE NO. FINANCE DEPT. LEASE NO. PWJ03 DATE: June 1, 2003 LESSOR: CITY OF SAINT PAUL- DEPARTMENT OF Public Works �3 y'!24 LESSEE: Health Parners, Inc. CITY OF SAINT PAUL 5TANDARD LEASE 8100 34�' Avenue South- P.O. Box 1309 AGREEMENT Miz�eapolis. Minnesota 55440-1309 (1] Leased Premises. The LESSOR, in consideration of the payment of the Basic Rent and Additional Rent hereinafter specified to be paid by the LESSEE, and the covenants and agreements herein contained, does hereby lease, demise and let unto LESSEE the premises hereinafter referred to as the "Leased Premises," consisting of 16,775 square feet of vacant land whose address is : 2500 Como Avenue West - Saint Paul, Minnesota 55108 which is legally described as: subject to easements for pumping station and access thereto, the south '/z of vacated street adjoining and Lots 23 and 24, Block 8, St. Anthony Park North. See Exhibit "A", plan or map of leased azea which is incorporated herein by this reference. [2] Term of Lease. This lease sha11 be in effect far a term commencing and ending on the dates indicated below, unless terminated eazlier by the LESSOR as provided herein. Term (Months/Years) Commencing Date Ending Date 5 yeazs September 1, 2003 August 31, 2008 [3] Use of Premises. The LESSEE shali use and occupy the Leased Premises for the following purpose: Automobile �arking and for no other purpose without the prior written consent of LESSOR. [4] Rent. Rent shall consist of Basic Rent and such Additional Rent as may apply. LESSEE shall pay all rent in advance, on the first day of the term of the lease and on the first day of each payment period thereafter as indicated in the Payment Schedule below: Page 1 of 11 0 3 •724 (A) Basic Rent Tota1 Basic Rent During Lease Term $10,810.88 (Payxnent Period — Commencing Date —$ per Period) Annual September 1, 2003 $2,056.74 September 1, 2004 $2,108.15 September i, 20Q5 $2,160.86 September 1, 2006 $2,214.88 September 1, 2007 $2,270.25 (B) Additional Rent. Additional Rent means all amounts, other than Basic Rent provided for in pazagraph (4-A) above, that LESSEE shall be obligated to pay under this paragraph or other provisions of this Lease. Additional Rent shall include, but is not limited to, the following fees, costs and expenses: (1) �2) (3) (4) (5) all utilities, including water, electric, gas, telephone, sewage and garbage collection and disposal; costs for the repairs, improvements or alterations required to be made by the LESSEE in paragraph 11 ofthis Lease; all ta�ces on realty or personalty, general or special; a11 public rates, dues, charges and assessments, general ar special, of any kind upon the Leased Premises; and properiy insurance premium and/or uninsured losses as set forth in paragraph ('� of this Lease. In the event that LES SEE does not make such payments (or any payments required to be paid as Additional Rent), LESSOR may make the payments at its option, and the payments so paid become Additional Rent, and aze due and payable by the LESSEE with the payment of Basic Rent next required after written notice of same to the LESSEE by LESSOR. LESSEE sha11 make al1 payments of Basic Rent and Additional Rent to LESSOR at the following address: Citv of Saint Paul - Finance Accounting Division The applicable account number for City Finance Accounting Code is: 42314 All Basic and Additional Rent shall be payable on the date certain provided herein, or, if no date certain is provided, within 30 days of the billing date. The Lessor shall charge interest of 1.5% per month on any Basic or Additional Rent remaining unpaid beyond the due date as here provided. Page 2 of 11 D3 �24 [5] Taxes. LESSEE sha11 be responsible for and pay all taxes and assessments against the I,eased Premises, except that LESSEE may at its own expense contest and challenge the imposition or amount of any such tas or assessment as prescribed by law. However, in the event this Lease is terminated by either party, LESSOR may at its option require the LESSEE to pay such contested ta�ces pending appeal, to place in escrow a sum sufficient to pay said taxes, or take other action that will remove said contested taxes as an encumbrance to title or as an exception to the transferability of mazketable title to the Leased Premises. [6] Ri�ht of Entrv. At all times during the term of this lease, the LESSOR shall have the right, by itself, its agents and employees, to enter into and upon the Leased Premises during reasonable business hours or, in the event of an emergency, at any time for any legitimate purpose. [7] Insurance. (A) LESSOR'S Insurance. The LESSOR shali acquire and keep in effect during the term of this agreement the following coverages: (1) FIRE AND ALL RISK INSURANCE, on the Leased Premises with limits of not less than $ shall be purchased by the LESSOR; the LESSEE shall pay, as Additional Rent, the premium for said insurance and, in the event of a claim, any deducrible. Said insurance shall name the City of Saint Paul as the insured. With respect to any loss of the LES SOR'S property not covered by insurance, it shall be the responsibiliry of the LESSEE, within a reasonable time, to pay all costs to repair or replace the damaged property with like kind, such reasonable time to be determined by the LESSOR. LESSEE shall be responsible for insurance of its own properry. (B) LESSEE'S Insurance. The LESSEE shall acquire during the term ofthis lease the foliowing coverage: (i) The LESSEE shall be responsible for the self insurance of, or the acquisition of Commercial Property Insurance on, its personal property. (2) COMMERCIAL GENERAI, OR PUBLIC LIABILITY INSURANCE including blanket contractual liability coverage, personal injury liability coverage and broad form property damage liability endorsement with a combined single limit of not less than $1,000,000, per occurrence, $2,000,000 aggregate, shall be purchased by the LES SEE. Such insurance shall: (a) name the City of Saint Paul as additional insured; (b) be primary with respect to LESSOR'S insurance or self-insurance; (c) include an "a11 services, products or completed operations" endorsement ,(d) not exclude explosion, collapse and underground properry damage; (e) be written on an "Occurrence" Form policy basis; and (fl not contain an"aggregate" policy limit unless specifically approved in writing by LESSOR. (3) AUTOMOBILE LIABILITY INSi3Rt1NCE with muumum limits of $1,000,000 per person, $500,000 property damage and $2,000,000 aggregate limits, covering hired, non-owned and owned automobiles. Page 3 of 11 03-� (4) WORKERS' COMPENSATION INSURANCE with not less than statutoryminimum limits; and EMPLOYEIZS' LIABILITY INSIJRANCE with minimum limits of at least $500,000 per accident, $500,000 per employee and $500,000 per disease, with an all states endorsement. (5) The LESSEE shall supply to LESSOR current insurance certificates for policies required in Paragraph (7). The said certificates shall certify whether or not the agent has errors and omissions insurance coverage. (6) The limits cited under each insurance requirement above establish minimums; and it is the sole responsibility of the LESSEE to purchase and maintain additional insurance that may be necessary in relation to this lease. (7) Nothing in this contract shall constitute a waiver by the LESSOR of any statutory limits or exceptions on liability. (8) LESSEE shall place the insurance with responsible insurance companies authorized and licensed to do business in the State of Minnesota and approved by LES SOR, and shall deliver copies of the policies to LESSOR on the date of LESSEE'S execution ofthis agreement. The policies required in pazagraph (7) sha11 be endorsed to indicate that the insurer cannot cancel ar change the insurance without first giving the LESSOR 30 days' written notice. (9) Insurance limits sha11 be subject to the tort claims liability limits as set forth in chapter 466 of Minnesota Statutes. (C) Waiver of Subroeation. LESSOR waives its right of subrogation for damage to the Building, contents therein, loss of use thereof, and/or loss of income, up to the amount of insurance proceeds collected. LESSEE waives its right of subrogation for damage to properry in the Leased Premises, loss of use thereof, loss of income andlor accounts receivable, up to the amount of their respective insurance proceeds collected. The parties shall notify their respective insurance companies, in writing, ofthe provisions of this paragraph; and, if either cannot waive its subrogation rights, such party shall immediately notify the other party, in writing. [8] Cancellation or Termination. This lease shall be subject to cancellation and ternunation by LESSOR at any time during the term hereof by giving the LESSEE notice in writing at ninety (40) days, (thirty (30) days for leases with a tenm of one (1) yeaz or less or any month-to-month tenancies) prior to the date when such termination shall become effective. In the event of such termination, and on the effective date of such termination, LESSOR shall return any uneamed rental paid by the LESSEE without interest. [9] Notice. All notices herein provided to be given, or that may be given by either party to the other, skiall be deemed to have been fully given when served personally on LESSOR or LESSEE, or when made in writing and deposited in the United Staxes Mail, certified and postage prepaid, and addressed to the LESSEE at the address stated on page (1) and to the LESSOR at the Real Estate Division,140 City Ha11, Saint Paul, Minnesota 55102. The address to which the notice shall be mailed may be changed by writtennotice given by either party to the other. Nothing herein sha11 preclude the giving of such address change nofice by personal service. Page 4 of 11 d��.24- [10] Assi�nment and Subletting LESSEE shall not assign or sublet this Lease without the written consent of the LESSOR, which consent must be obtained prior to the execution of any agreement to sublease the Leased Premises. [ll] Maintenance and Re an irs• LESSEE shall, at its own cost and expense, be responsible for all repaus, maintenance and upkeep of the Leased Premises, including but not limited to emergency repairs of any kind; routine maintenance and repair to keep the Leased Premises in good repair, safe and in compliance with applicable fire, health, building and other life-safety codes; and ali repairs and maintenance needed to keep the buildings or structures on the Leased Premises in good con- dition, including (a) the exterior (including windows and doors) and interior structure of the buildings or structures, (b) the roof or roofs, (c) the heating, ventilating and air conditioning systems therein, (d) all electrical, plumbing, lighting, mechanical systems, fue suppression equipment, i.e. fire sprinkler system; and (e) all grounds, fences and roads within the I,eased Premises. The foregoing obligarions shall bind the LESSEE regardless of the cause of the damage or condition necessitating the repaiz or maintenance. (12] Pavments in Case of Default. LESSEE shali 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 the breach or default of any of the covenants or agreements contained in this Lease, or to recover possession of said property, whether such action progresses to judgment or not. [13] Surrender of Premises. The LESSEE, at the expiration of said term, or any sooner termination of this lease, shall quit peacefuliy and surrender possession of said property and its appurtenances to LESSOR in as good order and condition as the property was delivered to the LESSEE. [14] Indemnitv. The LESSEE agrees to indemnify, defend, save and hold harmless the City of Saint Paul and any agents, officers and employees thereof from all claims, demands, actions or causes of action of whatsoever nature or character, arising out of or by reason of the Lease of the herein described Leased Premises by the LESSOR to the LESSEE, or the use or condition of the Leased Premises or as a result of the operations or business activities taking place on the Leased Premises. It is fully understood and agreed that LESSEE is aware of the conditions of the Leased Premises and leases the same "as is." [15] Holdover. Any holdover after the expiration of the term of this Lease sha11 be allowed only after receiving the written consent of the LESSOR. Said tenancy shall be deemed to be a tenancy oniy from month-to-month. All other terms and condirions of this Lease sha11 be applicable. [16] Pollution and Contaminants. LESSEE agrees to comply with all ordinances, laws, rules and regulations enacted by any governmental body or agency relating to the control, abatement or emission of air and water contaminants and the disposal of refuse, solid wastes or liquid wastes. Page 5 of 11 LESSEE shall bear a11 costs and expenses arising from compliance with said ordinances, laws, rules, or regulations and shall indemnify, defend, save and hold harxnless LESSOR from allliability, in- cluding without limitation, fines, forfeitures, and penalties arising from the failure by LESSEE to comply with such ordinances, laws, rules or regulations. LESSOR has the right to perform cleanup and chazge the LESSEE as Additional Rent for such costs should the LESSEE fail to comply. [17] Controllin�Lease. In the event there is any prior existing lease or rental agreement between LESSEE and LESSOR (or its predecessor in interest) covering the subject properry, it is agreed and understood that this Lease shall cancel and tenninate any prior leases or rental agreements as of the effective date ofthis lease. [18] Destruction. In the event of damage to or destruction of the Leased Premises or in the event the premises becomes untenantable or unfit for occupancy due to such damage during the term of this Lease, LESSOR may at its option: (A) tezminate the lease upon fifteen (15) days' written notace to LESSEE; or (B) within fifteen (15) days ag�ee to restore the premises within a reasonable time period following the casuaity, charging the costs in excess of the insurance proceeds, if any, to the LESSEE as Additional Rent; or (C) may direct that LESSEE promptly restore the Leased Premises to substantially the condition existing immediately prior to such damage or destruction, and for that purpose, if such dam- age or destruction was caused by perils insured against the LESSOR shall make available to LESSEE pro-rata, as work progresses, the net proceeds of such insurance. If such proceeds aze insufficient to pay the entire cost thereof, LESSEE agrees to pay as Additional Rent, a lump sum payment (or in a form agreed upon by the LESSOR) equal to the remainder of such cost. The Basic Rents to be paid during the restoration period shall be abated in proportion to the percentage of loss and 'ampairment of the use of the Leased Premises as determined by the LESSOR, times the number of days of loss or impairxnent. [19] Events of Default. The occurrence of any of the following events during the term ofthis Lease shall constitute an event of default by the LESSEE: (A) the filing of a petition to have LESSEE adjudicated bankrupt or a petition for reorganization or arrangement under any laws of the United States relating to bauln•uptcy filed by LESSEE; (B) in the event a petition to have LESSEE adjudicated bankrupt is filed against LESSEE, the failure to dismiss such petition within ninety (90) days from the date of such filing; (C) the assets of LESSEE or of the business conducted by LESSEE on the Leased Premises be assumed by any trustee or other person pursuant to any judicial proceedings; (D) LESSEE makes any assignment for the benefit of creditors; Page 6 of 11 03 •�� (E) the failure by LESSEE to timely pay Basic Rent or Additionat Rent as required by this Lease; (F) the failure by LESSEE to observe and perform any covenant, condition or agreement on its part to be observed or performed as required by this Lease; or (G) the failure by LESSEE or its surety to dischazge, satisfy or release any lien or lien statement filed or recorded against the Leased Premises within sixty days after the date of such filing or recording, whichever date is eazlier. It is an express covenant and agreement of LESSOR and LES SEE that LESSOR may, at its election, ternunate this Lease in the event of the occurrence of any of the events described in this pazagraph or in paragraph (22) relating to liens by giving not less than ten days' written notice to LESSEE; and when so terminated, LfiSSOR may reenter the Leased Premises. Tkus Lease and its Leased Premises shall not be treated as an asset ofLESSEE'S estate. It is further expressly understood and agreed that LESSOR shall be entitled upon such reentry, notwithstanding any other provision of this Lease, to exercise such rights and remedies as are provided in Paragraph (24) of this Lease. [20] Com�liance with Laws. The property described herein may be used far only the purposes stated herein. It is the sole and exclusive responsibility of the LESSEE in the use of the properiy to comply with all laws, rules, regulations or ordinances imposed by any jurisdiction affecting the use to which the properiy is proposed to be put. Inability or failure by the LESSEE to comply with any of said laws, rules, regulations or ordinances will not relieve the LESSEE of the obligation to pay the rental provided herein. [21] Non-Discriminafion. The LESSEE for himself, his personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and ag�ee, as a covenant ruruiing with the land, that (A) no person, on the ground of race, sex, color creed, religion, sexuai or affectional orientation, age, disability, marital or familial status, status with respect to public assistance or national origin or ancestry sha11 be excluded from participating in, be denied the benefits of or be otherwise subjected to discrimination in the use of said facilities; (B) that in connection with the construction of any improvements on said lands and the furnishing of services thereon, no discrimination shali be practiced in the selection of em- ployees and contractors, by contracwrs in the selection and retention of first tier subcontract- ors, and by first-tier subcontractors in the selection and retention of second-rier subcon- tractors; (C) that such discrnnination shall not be practiced against the public in its access in and use of the facilities and services provided for public accommodations (such as eating, sleeping, rest and recreation} constructed or operated on the Leased Premises; and (D) that the LESSEE sha11_use the premises in compliance with all other requirements imposed pursuant to the Saint Paul Legisiative Code Chapter 183. Page 7 of 1l 63• �24 [22] Liens. The LESSEE shali not permit mechanic's liens or other liens to be filed or established or to remain against the Leased Premises for labor, materials or services fiirnished in connection with any additions, modifications, improvements, repairs, renewals ar replacements made to the Leased Premises, or for any other reason; provided that if the LESSEE shall first notify the LESSOR of its intenrion 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 equal to the amount of the clann of lien, LESSEE may in good faith contest any such claims or mechanids or other liens filed or established and in such event may pemut the items contested to remain undischarged and unsarisfied during the period of such contest. If, in the opinion of the LESSOR, the nonpayment of any such items subjects the Leased Premises to any loss ar forfeiture, the LESSOR may require the LBSSEE to use the es- crow account to promptly pay all such unpaid items and if LESSEE fails to pay from the escrow account, the LESSOR may pay and charge the LESSEE as Additional Rent. [23] Eminent Domain. In the event the entire Leased Premises aze taken by eminent domain, or such portion thereof is so taken that in LESSEE'S reasonable judgement it is uneconomic thereafter to restore the Leased Premises and proceed under the terms and provisions of this Lease, LESSEE may terminate this Lease by giving to LESSOR thirty days' written notice of ternunation, effective as of the date on which the condexnning authority acquires legal title or physical possession of the Leased Premises. LESSEE hereby waives and releases any claim to or shaze in the Awazd of Compensation for the taking, notwithstanding any other provision of law, this Lease or any other agreement. LESSEE may to the extent otherwise pernutted in the eminent domain proceeding, remove its own trade fixtures at its own expense. [24] Default Remedies. In the event an Event of Default occurs under paragraph (19) of this Lease, LESSOR may exercise any one or more of the following remedies: (A) reenter and take possession of the Premises without termination ofthis Lease, and use its best efforts to ease the Premises to or enter into an agreement with another person for the account of LESSEE; (B) terminate this lease, exclude LESSEE from possession of the Premises, and use its best efforts to lease the Premises to or enter into an agreement with another in accordance with applicable law; (C) exclude LESSEE from possession of the Premises, with or without terminating this Lease and operate the Premises itseif; (D) terminate the Lease, exciude LESSEE from possession ofthe Leased Premises, sell all or any part of the Premises at the best price obtainable (provided such sale is permitted by applic- able law,) such sale to be on such terms and conditions as the LESSOR, in its sole discretion, shali determine and apply the proceeds of such sale less any expenses thereof for the account of the LESSEE. (E) exercise any remedies available to it under the Minnesota Uniform Commercial Code; Page 8 of I 1 b�.724 (F) take whatever action at law or in equity may appeaz necessary or appropriate to collect the Basic Rent and Additional Rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the LESSEE under this Lease. (G) in exercising any of its remedies set forth in this Section, the LESSOR may, whether or not the Lease is then in effect, hold the LESSEE liabie for the difference between the payments and other costs for which the LESSEE is responsible under this Lease. No remedy herein confened upon or reserved to LESSOR is intended to be exclusive of any other available remedy or remedies, but each such remedy shall be cumulative and shail be in addition to every other remedy given under this Lease or now or thereafter e�sting at law or in equity by statute. No delay or omission to exercise any such right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from tnne to time and as often as may be deemed expedient. In order to entitle the LES SOR to exercise any remedy reserved to it in this Provision, it shall not be necessary to give any notice, other than such notice as may be herein expressly required. (25] Default of Payment. LESSEE agrees that, should it default on any payment owing and due to be paid to LESSOR as provided in this agreement, including but not limited to Basic Rent and Additional Rent, then the remaining unpaid balance shall, at the option ofthe LES SOR, immediately become due. Said LESSEE fiu•ther agrees that the LESSOR may, at its option and without notice to LESSEE, enter judgment against LESSEE in Ramsey County District Court for the amount of the unpaid balance. And LESSEE does hereby confess judgment in the amount of the unpaid balance due upon defauit, and does authorize the LESSOR to enter judgment as provided above. LESSEE does hereby agree that the LESSOR, at its option, may enter a judgment, at any time within one yeaz af the time the last payment shall have come due, for the full amount of the unpaid balance due pursuant to the confession of judgment provided herein. [26] Alterations. The LES SEE will not make any alterations to the premises without the written consent of the LESSOR, such consent not to be unreasonably withheld. If the LESSEE desires to make any such alterations, an accurate description shall first be submitted to and approved by the LESSOR and such alterations shall be done by the LESSEE at its own expense. All such work shall be performed under the LESSOR'S supervision and any improvements made to the Leased Premises at the LESSEE'S expense shall become the properiy of the LESSOR at the end of the Lease period. LESSEE agrees that all alterations wili be done in a workmanlike manner and in conformance with applicable building codes, #hat the structural lntegrity and building systems of the building will not be impaired, and that no liens wiil attach To the premises by reason thereof. [27] Amended. Anything herein contained to the contrary not withstanding, this Lease may be tenninated, and the provisions of this Lease may be, in writing, amended by mutual consent of the parties hereto. Page 9 of 11 �, D3 �� >� IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year in this Lease � first above-written. 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