05-384Council File # O� � � V �
Resolution #
Green Sheet � 3026273
RESOLUTION
CITY OE SAIN,� PAUL, MINNESOTA
Presented By
Referred to
Committee: Date
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WHEREAS, the City of Saint Paul has leased space at Midway Stadium to the St.
Paui Saints Professional Baseball Club (Saints) since 1993 for its home field and offices, and
WHEREAS, the Saints have been a populaz and successful enterta.inment atiracrion for
the citizens of Saint Paul, and
WHEREAS, the Saints haue contributed to facility unprovements to Midway Stadium,
and
WHEREAS, the lease between the City and the Saints has expired and a new lease is
necessary for the Saints to continue using space at Midway Stadium, and
WHEREAS, the Saints haue stated a desire to continue using Midway Stadium as its
home field and o£fice,
NOW BE IT RESOLVED, that Saint Paul City Council directs the appropriate City
officials to enter into the attached lease agreement with the Saint Paul Saints Professional
Baseball Club Inc.
�aenanav I��
Bostrom C
Harris C
Helgen C
Ldritzy �
Montgomery C
Thune C
Adopted by Council
Adoption Ce ified
By:
Approved Mayor:
By: �
_J Requested by Division of Parks and
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" �Ga' -� davS
. Date: f
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,}�y Council Secretary
bate: �� � ^
Form Approve by City Attqrn�y
By. �' <�[-� � �
Appr y Mayorcfor ubmi i t
Coun i
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� Green Sheet Green Sheet Green Sheef Green SheetGreen Sheet Greeri Sheei �
PR —rffix��a�a� . ,
ContactPerson 8 Pha�e:
v� c;n��
so'tsosa
AM+stBe on CouncilAgenda by
ContractType:
RE-RESOLUiION
Total # o f Sig Pages _(C All LocaBons fo rSig nal u re )
Action ReQuested:
Authorizing the appmpriate staffto enter into a lease agreement with the Saint Paul Saints Baseball Club.
nCatias: Appime (A) a R
Pl�ning Commission
CIB Committee
'Ciwl Senice Commission
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Green Sheet NO: 3026273
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1. Has this persor✓firm e�er worked under a contract forthis de.partmeM'?
Y� No
2. Has this peisoNfinn e�er 6een a cRy employee?
Yes No
3. Does this pewon/firtn possess a skill rrot nortnally possessed by any
curterR city employee? '
Yes- No
Explain all yes answers on separate sheet and akach to green sheet
Infiatlng Problem, Issues, Opportuniry (Who, What When, Where, Why): �
The lease agreement with the Saint Paul Sainfs for use of Midway Stadium has expired and a new lease must be executed.
Advanpges HApproved:
The Saints will be ab(e to use Midway Stadium as their home field and office. The City will have an apprapriate anchor tenant
Midway Stadium. 'I'he citzens will continue to have a popular enr��nment attsacrion available.
DisadvaMages ff Approved:
None
Disadvantages B Not Approved:
The SainLS wi(l be iequired to find a new home. 'fhe citizens of Saint Paul will lose a populaz entertainment attraction.
lota�Amountof $0
Transactian:
Funding Source:
Date Initiated:
Z7-APR-05
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assign
Number
For
Rou�g
ONer
CosURevenue Budgeted:
Activity Number:
Financiai Information: 1'he Saints have a set fonvuta stated in the contract foc calculating payments to the City.
(Explain)
Sa�.�'�; �.�����G`�i �✓Gf���'
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April 27, 200512:24 PM
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AGREEMENT
THIS AGREE_\YIENT, made and entered into as of this day of
, 2005, by and between the CTI'Y OF S�"I' PAUL, a municipal
corporation, hereinafter refened to as the "City" and the Saint Paul Saints Baseball Club, Tnc., A
corporation re�stered to do business in the State of Mu�nesota, hereinafter referred to as
, �Saints".
WTTNESSETH:
WfIEREAS, the Saints operate a professional baseball team in the City of Saint Paul and
for that purpose desire to enter into a non-exclusive lease of Municipal Stadium, 1771
Energy Pazk Drive, Saint Pau1 Miiuiesota 55108, in the City of Sainf Paul, hereinafter designated
as "Stadium", and
WHEREAS, the City believes that this is an appropriate use of the Stadium and that there
is a public purpose in allowing the Saints to haue non-exclusive use of the properiy for
baseball games to which the public has access, while still maintaining ownership and
control of the Stadium for other athietic and recreaflonal events.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the pariies agree as follows:
LEASED PREMISES.
Specifically, in considerafion of the payments set forth in Paragraph 4 below, the City
agrees to lease certain portions of Midway Stadium, located at 1771 Energy Park Drive,
St. Paul, Minnesota 55108, to the Saints for the purpose of playing professional baseball
games in its professional baseball league's regular and playoff seasons, plus additional
dates for "tryouts" and pracfices and up to twelve (12) additional dates per yeaz on which
the Saints may host or promote other special events at the Stadium. The Saints are hereby
granted exclusive rights to provide concessions at all Stadium events, to mazket and sell
advertising (including, but not limited to signage as further set forth in Section 6.1,
below, promofional, broadcast, cable-cast or telecast) packages and tickets or admissions
for all Stadium events, except as otherwise described specifically herein. The portions of
the Stadium, which aze to be leased are as set forth in E�ibit A, attached hereto and
incorporated herein.
2. TERM OF LEASE.
This lease shall be in effect from a term commencing and ending on the dates indicated
below, unless earlier temunated by the Lessor as provided herein.
Term Inirial Date Endin Date
'I7iree years October 1, 2003 September 30, 2006
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The Saints shall have the right, upon nofice to the City no later than August 1, 2006, to
e�tend the agreement for fwo (2) additional years commencing on October l, 2006 and
ending September 30, 2008 on terms identical to the terms in place for the 200� season
except as noted below in 1 l.l and 12.1.
3. I3SE OF PREMISES
31 That the area of the Stadium designated as locker rooms aze for the exclusive use of the
Saints and its opponents during the Saints schedule for professionai baseball incluclin'
practices and tryouts. The locker rooms will revert to the control of the City during that
portion of the season when baseball is not being played, provided that appropriate
security arrangements are made by tlre City to insure that the property of the Saints and
their team is adequately protected. Subj ect to such security anangements being made by
the City, the Saints shall make the locker rooms auailable to the City for use by teams
participating in the Mivnesota State High School Baseball Tournament annually, and for
use of the visitars locker room by amateur teams on days when no Saints games are
scheduled at the Stadium.
3.2 That the City does hereby gxant unto the Saints its permission to use the playing field and
spectator areas for the playing and viewing of baseball priar to and during the baseball
season and on such other dates as may be agreed upon by the Saints and the City as here-
in-under provided. Such playing dates will not exceed fifty - six (56) reb lar game dates
per season, twelve (12) additional dates per calendaz year for non baseball special events,
and such other dates as are reasonably required for try-outs, practices, e�ibition games,
playoff games, an a11-star game, and one or more championship series. Such special
events specifically sha11 not include game-day related events ar activities.
33 That the Saints shall have entire charge of the grandstands, bleachers, locker rooms, and
playing field of the Stadium begniving seven (7) hours before fhe scheduled hour start of
a day or night game.
3.4 On game or other Saints event days the Saints shall haue exclusive use of all stadium
ticket windows, gate entrances, umpire rooms and press boxes.
3.5 That the City shaii provide the area of the building dasignated as "office area" and such
storage space as the City makes auailable in the Stadium yeaz azound for the duration of
this agreement. What are included and excluded as "office area"and "storage space" are
more specifically defined in Exhibit A of this a�eement.
C�.YN� ) JR�[�l�]�7��f.`l
4.1 The Saints shall be considered the Stadium's priznary tenant and as such shall be
accorded the privilege of securing the dates it needs for games and practices £or each
baseball season before any dates aze offered to any other entity. Notwithstanding the
above the City shall ha�e the ri�t to book the Stadium for the Minnesota State High
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School League Baseball tournaments, provided notice thereof is fuivished to the Saints
by November 1 st of the preceding year.
4.2 The Saints shall inform the City by Tanuary 1 of each year of their home game and
potential playoff schedule for each season. In the event the Saints are not in the playoffs,
the right to schedule events for those dates will revert to the City.
43 The Saints shall schedule fimes for team practices in coordinafion with overall usage by
the Ciry. The City shall make every reasonable effort to accommodate the Saints for
these needs and the Saints shall be reasonable in understanding the City's opportunity to
schedule revenue producing events at tisnes other than when the Stadium bas been
reserved for Saints games and practices.
4.4 The Saints shall be allowed to book the Stadium for up to twelve (12) additional dates for
other than baseball events at any time. The Saints shall make reasonable efforts to notify
the City at least 30 days in advance of their intent to use one of the twelve (12) dates. If
the date(s) aze available, the City wi11 awazd the date(s) to the Saints. However, the City
sha11 be under no obligation to cancel a previously scheduled event to accommodate the
Saints for this purpose. At ali times the Ciry shall have the right to appzove the event
being scheduled by the Saints which approval shall not be unreasonably withbeld.
5. CONCESSIONS
5.1 That the Saints shall ha�e the exclusive rights to all food, beverage and merchandise
concession sales at the Stadium be° n;ng October 1, 2003 and continuing through the
term of this agreement.
5.2 The privileges hereby granted are those usually exercised by concessionaires at a
baseball and athletic pazk of the same kind as the Stadium and includes the exclusive
privileges to seli peanuts, popcorn, soft drinks, beer, hamburgers, wieners, programs, and
other food, beverage, promotional items, etc. Due to the nature of certain events
scheduled at the Stadium other than Saints games or events, the City has the right to
prohibit beer sales by the Saints at such events.
5.3 The Saints shall comply with all sanitation and health laws, ordinances, rules and
regulations which may now or herea$er be in force and effect, and shall obtaiu any
licenses necessary to conduct concession sales.
5.4 That the Saints will provide concession service for all City sponsored events at tbe
Stadiuxn, unless said concession service for a particular event is deemed as unnecessary
by the City.
5.5 That the Saints shall ha�e the exclusive rigJits to all souvenirs and programs sales at the
Stadium for their games and for any other events that the Saints schedule at the Stadium.
The City shall haue the right to award souvenir and program sales to third parties using
the Stadium for other than events and{or games sponsored by the Saints.
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6. ADVERTISING/MEDIA
6.1. The Saints shall have the right to place advertising on the inside of the
fence at said Staciium, and other interior locations within or on the
Stadium, upon additional fencing which may be constructed by the
Saints above the e�sting outfield fence and on such other locations in
or around the Stadium which other locations will be subject to mutual
agreement between the Saints and the City. All rights of advertisers
and others obtained through the Saints concession rights shall end with
the termination of trus a�eement. The City shall have the rigJit to
approve all such advertising for public suitability prior to it being
finalized by the Saints which approval may not be unreasonably
withheld. Notwithstanding anythiug in this Agreement, si�aage must at
all times comply with the requirements contained in Chapter 66 of the
Saint Paul Legislative Code, and failure to maintain compliance with
those requirements shall be a breach of the Agreement.
6.2 It is understood and agreed that the Saints shall have exclusive radio, internet broadcast
and television broadcast or cable-cast rights and privileges for the Saints games played at
the Stadium and for other eaents sponsored by the Saints, but rights and privileges shall
not extend to any other game, performance, or e�ibition in the Stadium.
63 The Saints may provide signage inside and outside the stadium to infoxxn the public that
the Staditun is the home of the Saints.
6.4 The Saints may secure a naxning rights sponsor for the Stadium for the
terxn of this Agreement. The City maintains the right to approve any
arrangement prior to execution of an agreement by the Saints, and may
require that the issue of nau�ing rights be subj ect to a separate
agreement with the City. The Saints will provide the City with 20% of
the entire value of the sponsorship agreement attributable specifically to
the nasning rights, including both cash rights and the value of any trade-
offs including bui not limited to services, producis and marketing.
TAXES.
Parties concur that the ourrent use of the Stadium does not result in a change in the tax-
exempt status of the premises, pursuant to Minn. Stat. � 272.01. If at any t'vne during
the term of this Agreement there aze changes to the state taY laws which would impact
the fa�-exempt status of the properiy due to the nature of this Agreement, parties agree to
meet and negotiate to determine whether an Amendment is needed to address the
monetary impact on either parry.
8. RIGHT OF ENTRX
This A�eement does not give exclusive use of the entire Stadium premises to the Saints
and the City retains the right at all tisnes during the term to use such portions of the
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premises as it may reasonably do consistent with the terms of this A�eement. The City
additionally retains the right to enter into or upon the premises leased to the Saints during
reasonable business hours, or in the event of an emergency, at any time for any le�timafe
purpose.
4. CITY RESPONSIBILITIES
9.1 The City shall be responsible for keeping the Stadium, together with all structures,
buildings, and improvements considered as Stadium or City property, thereon, and all
electrical and other fixtures and equipment of every kind and nature, excluding
equipment owned by the Saints, in good order and warking conditio�, and repair and in a
state suitable for the e�ibition of professional baseball games. The City shall prepaze at
least two weeks prior to the commencement of each baseball season, a suitable playing
field in the Stadium for the professional baseball use by the Saints.
9.2 The City is to be responsible for all grass mowing and trimming and shall maintain the
playing field in accordance with professional baseball requirements.
9.3 The City shall replace any burued out metai halide lamps once each year prior to the first
home game of the regular season. In the event that weather deems it unsafe or
unreasonable to meet this deadline then the City shall replace all burned out metal halide
lamps no later than June lof each year.
9.4 The City shall be responsible for all utilifies and maintenance supplies including the
lighting of the playing field, and toilet and lavatory supplies. The City shall be obligated
to maintain fhe piaying field and the Stadium, which shall include general routine
cleaning as well as provision of supplies for all toilet facilities.
9.5 The City will provide bases, pitching rubbers, plates, tarpaulins, a batting cage, asid a
pitching screen for use by the Saints.
9.6 That on games days the City shall have the Stadiuxn field ready for play at least five
houxs priar to the scheduled game tixne, except as weather or other circumstances ont of
the C;tv'c �pn�rnl �g��gP rletgyg.
9.7 The City is responsible for the cleaning of all restrooms, stand and bleacher areas as well
as the Stadium concourses after each game and even� scheduled by the Saints.
9.8 The City shall place the City's taspanlius over the home plate areas, the
"bull pens" and the pitching mound area after each game.
10. SAINTS RESPONSIBILITIES
10.1 The Saints are responsible for providing all staff necessary for Saints game operations.
These include but are not limited to: nshers, necessary security personnel, ticket sellers,
ticket takers, score keepers, public address announcers, bat boys and/or girls, ball b ls
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and/or boys, necessary locker room attendants, trainers, and fieid upkeep personnel
necessary durin� the game.
10.2 The Saints are responsible for maintaining and cleaning their office, sfarage and
concession areas. The Saints shall be responsible for the installation and payment of all
its telephone lines and subsequent biils. The Saints wiil clean up the locker rooms after
all Saints baseball games. The Saints are responsible for the supervision of the Stadiusn,
in conjunction with their games including security for the period set aside for home
games played by the Saints teasn.
10.3 Once the City has prepared the field for play and the Saints begin to use it, the
responsibility for any additional maintenauce of the field prior to, axid/or during the game
shall be the responsibility of the Saints. The Saints and the City will work cooperatively,
as in the past, in the case of rain delays requiring field maintenance, covering or supplies.
10.4 The Saints are responsible far all u�aintenance and utility costs of any non Stadium
shuctures placed on the Stadium site for use by the Saints or any entity associated with
the Saints.
il. PAI2KING
11.1 That the city shall be responsible to ensure that adequate parking spaces
e�:ist to a11ow Saints customers to park within a reasonable distance of
the Stadium. Further, the City shall have the right to chazge up to $6.00
per car for parking on the City's Stadium lot and/or other lots that the
City may secure. Both parties agree that in exchange for the increase to
$6.00 per car parking fee the City will dedicate up to � 18,000 during
the year 2005 and up to $9000 per year during the course of this
Agreement beginning in 2005 and any amendment thereto to a fund
which will be used for fan amenities at the Stadium.
In the event that this agreement is extended into 2007 and 2008, the
Saints and the City agree to consult wiCh each other regazding possible
changes in the financial temis of this agreement that may be requested
by either party.
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11.2 Further, the City shall have the exclusive right to control, use and
operate the parking lot for all Stadium events, including Saints games
and ofher Saints events. Kegazding failgatin� areas located near or
along the back fence of the pazlang lot in proximity to the railroad
tracks or other similar tailgating or hospitality areas located in or near
the parking lot, the Saints shall control the sale and operation for
tailgatiag for dates of its baseball games and special events. The Saints
shall pay a flat fee of $22,500 to the City each yeaz for said rights.
During baseball games the Saints shall be permitted to place temporary
advertising, promotional or other si�age in or in proximity to such
areas, providing the si�age othenvise complies with applicable State '
or City laws, rules and regulations. The parldng lot may not be leased
by the Saints to outside agents or tenants unless prior pernussion has
been granted by the City. Nothing herein skall be interpreted to permit
the Saints to use the areas designated for anything other than tailgating
or picnic acrivities.
113 The cost to operate all parking areas shall be the responsibility of the City, including
trash removal following each gaxne or Saints sponsored event.
11.4 The Czty sha11 set aside up to fifty parl±ing spaces, zn close proximity of the Stadium for
use by the Saints. These spaces may be used without charge, by Saints officials, players,
umpires, media and for special promotions or special customers of the Saints. In
Addition, The City wi11 Provide the Saints with up to twenty-ffve parking passes per
SainTs game or event. This will be done on an event by event basis with The Saints
requesting only those passes needed on a given day or evetting.
12. PAYMENTS
12.1 That as consideration for the lease and concession arrangement the Saints agree to pay
the Ciiy the following:
A. PER DATE FEES:
Year Singie Game Double-Header
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2004 $425 $�75
2005 �450 �a600
2006 $450 $600
2007 $475 $625
2008 $500 $650
B. Ten percent of ail food and beverage revenues and gate receipts received by the
Saints once they have reached an annual attendance figure of 70,000 people by
tumstile count far league and playoff games,
C. Two and one halfpercent (2.5%) ofthe Saints gross revenue from souvenir and
merchandise sales at Saints gasnes, excluding pro�am sales, once the Saints have
reached an annual attendance figure of 80,000 people by turnstile count for league
and playoff games.
D. SEASON TTCIiET COMNIISSION
The Saints shall pay the City the following commission on fu11 season ticket sales:
l. 2004 2.5% 2. 2005 2.75%
E. Twenty percent of all food and beverage, souvenir and program revenues generated
by the Saints for non-Saints sponsored events.
F. Ten percent of all revenue, except admission ticket revenue received by the Saints
for the non-baseball events promoted, hosted or scheduled by the Saints as outlined
in this agreement. -
G. Fibe percent of all admission ricket revenue received by the Saints for the first six
non-baseball events promoted, hosted or scheduled by the Saints. For the next six
events, five percent of all admission ticket revenue received by the Saints or a flat
fee equal to a game fee, whichever is lesser.
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H. That aII sales or other tases shall be subtracted from �oss sales when calculating
the City's commission.
12.2 That the Saints will pay the City its revenue rents and commissions as follows:
A. Field rental for Saints gasnes
1. �3,000 by June 1 st each year.
2. $3,000 by July I Sth each yeaz.
3. The total amount due as outlined in pazagraphs 25A, 25$, 25C and 25D above
by September 30th of each yeaz.
B. Payment shall be made for the riventy percent (20%) commission due the City from
food, beverage, souveni_r and pru�•ams for non Saints sponsored events on the
fifteenth of each month for the preceding month. The coxnmission due the City for
events held in June shall be paid by July 15th.
C. Payment shall be made for the five (5%) and ten percent (10%) commissions from
non Saints games events held at the Stadiusn as outlined in 12.1(F) and 12.2(G}
above, within twenty-one days of the end of the event.
123 The Saints shall not sell more than three thousand (3000) full season tickets ia� any season
without written permission of the City.
12.4 That the Saints will provide a family secfion at the Stadium that wiil be tobacco and
alcohol free.
12.5 That the Saints wi11 provide special promotions which wili offer reduced ticket prices to
fanulies attending games.
13. COMPLIANCE WTTH LAWS
The Stadium may only be used by the Saints for the purposes stated herein. It is the sole
and exclusive responsibility of the Saints to insure that the Saints, its management,
agents, employees and guests will make no unlawfnl nse of the Stadi�zm during the term
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of this lease and concession agreement, and that all laws applicable to the use of the
Stadium by the Saints and its team wiil be observed.
14. ASSIGNMEI�TT A1VD SUBLETTLNG
It is further understood and a�eed that this lease and concession agreement may not be
assi�ed in whole or in part, nor sha11 any sublease be entered into by the Saiats without
prior written consent of the City which consent may not unreasonably be withheld.
Nothing contained herein sha11 limit the right of the Saints to license vendors or third
party desi�ees for purposes ofprovidina additional concessions or merchandise
products and services and to provide access to those vendors or designees to areas inside
or within proximity of fhe stadium for purposes of vending selling or otherwise
distributing concessions or merchaudise. The provision of such products and services
shall be in accordance with the tercns of this AD eement. Catering services should be
inclnded in the definition of concessions sales.
15. INDEMNITY
15.1 The Saints agree to indemnify, defend, saue and hold hannless the City of Saint Paul and
any agents, officers, representatives and employees thereof from a11 claims, demands,
ac&ons or causes of action of whatsoever nature or character, arising ont of or by reason
of the use of the herein described pramises by the Saints, or as a result of the Saints
operations or business activities taking place on the Leased Premises, except to the
extent that such claims aze the direct result of the negligent act or
omission of the City, its agents, officers, representatives or employees.
15.2 Due to the fact that the Saints will be selling and distributing a2coholic beverages duriizg
their events, the Saints specifically agree to defend and hold hannless the City of Saint
Paul, its agents, officials and employees from any and all liability for claims for injury,
death or properiy damage, relating to or resulting from the sale, use, consumption or
distribution of alcoholic beverages, on or abont The premises leased and under the control
of flie Saints during any Saints game, event, or sponsored activity. The Saints
specifically agree that they will take alI sfeps required by the Stafe of Miimesota to
ensure that all persons involved in tha sale, use, consumption or distribution of alcoholic
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beverages, on or about the premises, have received the required State of Minnesota
hainiug for serving and distributin� alcohol. Such training shall include, but not be
limited to, checking proper identification before selling alcohol, not serving to ttiinors,
recogivzing the si�s of excessive consumption, and how to refuse to serve someone.
The Saints also a�ee to adhere to all applicable rules and regulations, either City, State or
Federal, relating to or governing the sale, use, consumption or distributiott of alcoholic
beverages. Any failure or negligence on the part of the Saints to comply to any ivles,
regulatzons or training relating to the sale, use, consumption or distribution of alcoholic
beverages, shall be the exclusive and sole liability of the Saints, and sha11 in no way
shall that liabilify be transfened onfo the Cit� o£Saint Pau1.
16 INSURANCE
16.1 That duriug the term of this agreement, and any extension thereof, the Saints shall obtain
and keep in force the following policies of insurance that naxne the City of Saint Paul, its
employees, agents and of�icers, as an additional insureds.
A. Comprekensive General Liability Tnsurance
1. $1,000,000 each occurrence limit
2. $2,000,000 aggregate limit
B. Policy shalI include an "all services, products and completed operarions"
endorsement
C. Policy shall specifically include the sale and distribution of alcoholic beverages in
the coverage amounts, either through endorsement or umbrella policy purchase
with limits of at least $1,OOQ000 per occurrence, $2,000,000 aggregate.
D. Poficy shall znclnde all Saints operations at the site, for all Saints activities,
including, but not lunited to Saints games and Saints sponsored or azranged events,
as we12 as all acrivities where the Saints setl alcoholic beverages.
16.2 Policy shall be written on an occurrence basis. A11 certificates of insurance sha11 provide
fhat flie City's Risk Managexnent Division shaI1 be given not less than tUirty (30) days
prior written norice of cancellation, non-renewal or any material changes in the policy,
including, but not limited to, coverage amounts.
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163 City reserves the ri�t to review the Saints' insurance policies at any time to ensure that
the conlract requirements have been met and satisfied.
16.4 If the Saints have multiple clainzs or if there is a substantial change in activities held or
sponsored by the Saints, then tha City reserves Yhe ri�t to require the Saints to purchase
and provide proof of additional insurance in a reasonable amount ".
16.5 Satisfaction of policy and endorsement requirements for General Liability policies,
occurrence limits, and aggregate lunits, can be met with the purchase of an umbrella or
excess policy.
16.6 The Saints shali provide a certificate of insurance and proof of paymeat of the premiums
annually to show insurance in force.
17. ALTERATIONS
The Saints will not make any alterations to the premises without the written consent of
the City, such consent not to be unreasonably withheld. If the Saints desire to make any
such alterations, an accurate description shall first be submitted to and approved by the
City and such alterations shall be done by the Saints at their own expense. The Saints
agree that all alterations wi11 be done in a workmanlike manner and in conformance with
applicable building codes, that tke sinzctural integrity and building systems of the
building will not be impairetl, and that no liens will artach to the premises by reason
thereof. Prior to beginning any construcfion, remodeling or alterations hereunder, which
involve an amount in excess of $10,000, the Saints will post or cause their contractors to
post performance and/or payment bonds in an amount equal to the total amount of the
proj ect, and nau�ing the City as an addirional obligee.
AIl such work shall be performed under the City's supervision and any ixnprovements
made to the Leased Premises at the Sainf's expense sfia11 become the property of the CiTy
at the end of the Lease period provided generatly however that such improvements are of
a nature that they have noY been designed to be removed or are of a nature suck that they
cannot be easily removed and relocated by the Saints into another facility. Specifically,
with regard to the scoreboard that was purchased and installed prior to the 2003 baseball
season, the Saints shall have the right to remove it in the event a new facility in which the
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Saints will play is constructed. The Saints a�ee that all alterarions will be done in a
worinnanlike manner and in conformance with applicable buiiding codes, that the
structural inte�ity and building systems of the building will not be impaired, and that no
liens will attach to the premises by reason thereof.
18. NON-DISCRIIvIINATION
The Saints do hereby covenant that during the term of this Agreement that no person, on
the ground of race, sex, color, creed, familial status, religion, age, disability, marital
status, status witk respect to pnblic assistance, sexual or affectional orientation, anceshy
or narional origin shall be excluded from participating in, be denied the benefits of or be
otherwise subj ected to discrimination in the use of said facilities, and that they shall
othenvise comply with all requirements of federal, state and local laws and regulations
relating to non-disciimination.
19. CANCELLATION OR TERMINATION
If either party fails to carry out a material term of this Agreement, the other party may
terminate fhe Agreement upon � ving written notice of the breach, if if has not been cured
within sixty (60) days. Termination by the pariy is without prejudice to its right to
recover damages, if legally recoverable on account of such breach. In the event this
agreement should be held to be invalid by any court of competent jurisdiction, or in the
event that the Saints or the City is resirained by a court of competent jurisdiction for any
reason not related to an action brought by or on behalf of the other party from operating
under tlus agreement, there sha11 be no liability on the part of the City to the Saints, nor
shall there be any liability on the part of the Saints to the City. Notwithstanding the
foregoing, the Saints shall be liable for a11 payments due to the City or incurred prior to
temunation.
20. SIJRRENDER OF PREMISES
The Saints, at the expiration of tYus lease, or any sooner tezinination, sha11 quit peacefully
and surrender possession of said property and its appurtenances to the City in as good
arder and condition as the property was delivered to the Saints.
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2L HOLDOVER
Any holdover after the expiration of the term of this A�eement shall be allowed only
after receiving the written consent of the City. Such tenancy shall be deemed to be a
tenancy only from month-to-month, and all other terms and condirions of the Agreement
shall be applicable except to the extent that they are modified by the parties in writing.
22. DESTRUCTION
In the event of damage to or destruction of the Premises or in the event the premises
become uutenantable or unfit for occupancy due to such damage during the term of this
Lease, the City may at its option:
1. temvnate the lease upon fifteen (15) days' written notice to the Saints; or
2. within fifteen (15) days agree to restore the premises within a reasonable rime
period following the casualty.
23. EVENTS OF DEFAULT BY SAINTS
The occurrence of any of the following events during the terxn of this Lease shall
constitute an event of default by the Saints:
1. the filing of a peti6on to have the Saints adjudicated baukru.pt or a petition for
reorganization or arrangement under any laws of the United States relating to
bax�la i.iptcy filed by the Saints;
2. in the event a petition to have the Saints adjudicated builffupt is filed against the
Saints, the failure to dismiss such petifion witlun ninety (90) days from the date of
such filing;
3. the assets of the Saints or of the business conducted by the Saints on the L,eased
Premises be assumed by any trustee or other person pursuant to any judicial
proceedings;
4. the Saints makes any asszgnment for the benefit of creditors;
5. the failure by the Saints to timely make any of the payments required by this I,ease;
the failure by the Saints to observe and perform any covenant, condition or
agreement on its part to be observed or performed as required by this Lease; or
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6. the failure by the Saints or its surety to dischar�e, satisfy or release any lien or lien
statement filed or recorded against the L,eased Premises within sixty days after the
date of such filing or recording, whichever date is eazlier.
It is an express covenant and a�eement of the City and the Saints that the City may, at
its election, termivate this I,ease in the event of the occurrence of any of the events
described in this paragraph or in para�aph (25) relating to liens by b ving not less than
(30) thirty days' written notice to the Saints during which period the Saints shall have
the right to cure any such default; and when so tenninated, the City may reenter the
Leased Premises. This L,ease and its L,eased Premises shall not be treated as an asset of
the Saints estate. It is further expressly understood and agreed that the City shall be
entitled upon such reentry, notwithstanding any other provision of this L,ease, to exercise
such ri�ts and remedies as are provided in Pazagraph (24) of tYris Lease.
23.1 EVENTS OF DEFAULT BY CITX
Failure by the City to observe or perform in any material respect any of the covenants,
a�eements, conditions or provisions of this A�eement shall constitute an event of
default by the City, and said failure continues more than thirty days after notice thereof
from the Saints to the City, provide, however, that the City shall not be in default with
respect to a matter with cannot reasonably be cured within tlurty days so long as the City
gives written notice to the Saints of iYs inability to cure within said thirty day period and
immediately commences such cure and diligently proceeds with best efforts to complete
the same and provides the Saints with detailed status reports of its efforts to cure the
default.
24. CITY DEFAULT REMEDIES
In the event an Event of Default occurs under paragraph (23) of tYus Lease and failure by
the Saints to cure such default, the City may exercise any one or more of the following
remedies:
l. reenter and take possession of the Premises without termination of this L,ease, and
use its best efforts to ease the Premises to or enter into an agreement with another
person for the account of the Saints;
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2. termivate this lease, exclude the Saints from possession of the Premises, and use its
best efforts to Iease the Premises to or enter into an agreement with another in
accordance with applicable law;
3. exclude the Saints from possession of the Premises, with or without terminarin�
this Lease and operate the Premises itself;
4. ternunate the L,ease, exclude the Saints from possession of the Leased Premises,
sell all or any part of the Premises at the best price obtainable (provided such sale
is pernutted by applicable law,) such sale to be on sucb terms and conditions as the
City, in its sole discretion, shall deter�une, and apply the proceeds of such sale less
any expenses thereof far the account of the Saints.
5. exercise any remedies available to it under the Minnesota Uniforxn Commercial
Code;
6. take whatever acfion at law or in equity may appear necessary or appropriate to
collect the payments then due and thereafter to become due, or to enforce
performance and observance of any obligation, agreement or covenant of the Saints
under this Lease.
in exercising any of its remedies set forth in this Section, the City may, whether or
not the L,ease is then in effect, hold the Saints liable for the difference between the
payments and other costs for which the Saints are responsible under this Lease.
24.1. SAINTS DEFAULT REMEDIES
In the event an Event of Default occurs under pazagraph 23.1 of this Lease, the Saints
may exercise any one or more of the following remedies:
L Terminate this lease.
2. Take whatever action at law or in equity may appear necessary or appropriate to
enforce performance and observance of any obligation, agreement or covenant of
the Cify under this Lease.
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24.2 No remedy herein conferred upon or reserved to either party is intended to be exclusive
of any other available remedy or remedies, but each such remedy shall be cumulative and
shall be in addition to every other remedy �ven 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
consfrued fo be a waiver fhereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient. In order to entitie either pariy 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. LIENS
The Saints shall not permit mechanids liens or other liens to be filed or established or to
remain against the Leased Premises for labor, materials or services fiunished in
connection with any additions, modifications, improvements, repairs, renewals or
replacements made to the Leased Premises, or for any other reason; provided that if the
Saints shall first notify the City of its intention to do so and shall deposit in escrow with
the City a sum of money or a bond or irrevocable letter of credit reasonably acceptable to
the City, the Saints may in good faith contest any such clauns or mechanic's or other liens
filed or established and in such event may perxnit the items contested to remain
undischarged and unsatisfred during the period of such contest. If, in the opinion of the
City, the nonpayment of any such items subjects the Leased Premises to any loss or
forfeiture, the City may require the Saints to use the escrow account to promptly pay all
such unpaid items and if the Saints fails to pay from the escrow account, the City may
pay and charge the Saints therefor.
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26.
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NOTICES
That unless otherwise provided herein to the contrary, all notices required under this
a�eement shall be deemed given when hand delivered (with receipt therefor) or
deposited in the United States Mail, first class posta�e prepaid, addressed:
St. Paul Saints
Baseball Club, Inc.
M. S. Goldklang
Koll Corparate Center
25B Hanover Road
Florham Park, New Jersey 07329
1 � • � ►Y_ • ►Y_ : :_ • ;
City of Saint Paul
Bob Bierscheid, CPRP, Director
Division of Parks and Recreation
25 W. 4�' Street
Saint Paul, Minnesota 55102
That the parties hereto agree that they aze acting as independent contractors and that
nothing in this agreement is intended to create, nor shall anythuig herein be construed or
interpreted as creating a parinership, joint venture, or any other such mutual relationship
between the City and the Saints excepY as expressly agreed to herein. Each party shall be
responsible for its own separate debts, obligations and other liabilities.
28. VENUE
The laws of the State of Minnesota shall apply and bind the parties in any and all
quesfions arising hereunder, regardless of the jurisdiction in which any action or
proceeding may be initiated or maintained, If any provision of this agreement in any way
violates ar contrauenes the laws of any applicable country, state or municipality, such
provision shall be deemed not to be a part of this agreement and the remainder of this
agreement shall remain in full farce and effect. The invalidity or unenforceability of any
provision of this agreement shall in no way affect the validity and enforceability of any
other provision hereof.
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AV WIT1_�TESS WHEREOF, the parties hereto have execu d�s lease as of the day and yeaz
first written above.
� �
G��
Matviu S. Goldklang Nlayo
Saint Paul Saints Baseball Club, Inc. -
��/' � ,�„L.,e� � �
Director o£Pazks and Reereation
Approved as to form: �
�
City Attomey Director of Financial Services
Ciry Clerk
�
� �~:�
�
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