05-610Return copy to:
Real Estate Division
140 City Hall
Presented By
Referred To
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
Council File # � ��
Green Sheet # 3027149
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
�
Committee: Date
WHEREAS, The Ciry owns the property at 609 Olive Street (also known as the Cazlo Building); and
WHEREAS, In return for the City granting title to the property, Ramsey County will construct a two story
structure, the first story of which will be leased back to the City as a Communication Services and
Maintenance Unit and Special Vehicles Storage Gazage; and
WHEREAS, At the City's option, the County will add a third floor to the structure and lease the floor to the
City for use by the Ciry's Fire Administration. The cost of the addirional floor will be born by the City; so
now therefore, be it
RESOLVED, by the Council of the City of Saint Paul, that the proper City officials are hereby authorized
and directed to enter into a Memorandum of Understanding (Exhibit A) and a I,ease Agreement (Exhibit B)
with Ramsey County in a form and content substantially as set forth in the draft agreements attached hereto.
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
PW — Publicwocks
CoMact Person 8 Phone:
PETER WHITE
266-8853
Must Be on Council Agen
��� y!�
Date initiated:
06'�t�
2���5 ; Green Sheet NO: 3027149
� I ceoartmeM senc�orerson mmauuau
0 pabiic Workc ' Real Fstate 140 CH ;✓
A55ign i 1 �'�w Attomev CiN Attornev
Number '
i 2 Pol'ce Deoartmeot '� police Deoarhnen[ Ch !
For
RoUting 3 Mavor's O�ce Mavor/ASSistant
Ofde� 4 �'nuncil Council
� 5 'CiN Clerk � Citv Clerk
I 6 'Pu61ic Works ' Real Estate 140 CH �
Total # of Signature Pages _(Clip All Lowtions for Signature)
Action Requested:
Authorize the proper City Officials to enter imo a Memorandum of Understanding and Leaze Agreement for the property at 609 Olive
Street (aka the Cazlo Building Site) .
dations: Approve (A) or Reject (R):
Planning Commission
CIB Committee
Civil Service Commission
Personai service contracu musc nnswer me
1. Has this person/firm ever worked under a contrad for this department?
Yes No
2. Has this personffirm ever been a city employee?
Yes No
3. Does this person/firtn possess a skill not normally possessed by any
current city employee?
Yes No �
Explain all yes answers on separate sheeE and attach to green sheet
InitiaGng Problem, Issues, Opportunity (Who, What, When, Where, Why):
The Ciry owns the property at 609 Olive Street. In retum for the City granting title to the property to Ramsey County, the Counry will
build a two story shvcture and lease back to the City the first story, to be used for a communications services and maintenance unit
and special vehicles storage garage. At the Ciry's option, the County will add a th'vd floor for use by the F've Administration .
Advantapes If Approved:
The City will have the space it needs for its radio shop and specialty vehicles storage and,potentially,space for Fire Administration .
� Disadvantapes If Approved:
None Foreseen .
; Disadvantapes If Not Approved:
' The City will not have the space it needs.
otal Amo�nt of
Trensaction:
Fundinp Source:
Fi nancial I nformation:
(Explain)
CostlRevenue Budgeted:
Activity Number:
_ ��: :
� '� �:
N�� y� :/�
s�
p5-l��0
MEMORANDUM OF LTNDERSTANDING
This Memorandum of Understanding (the Agreement) is entered into between the County
of Ramsey, 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 "City" on the day of , 2005.
RECITALS
WHEREAS, the County and City have co-located certain of their respective law
enforcement and public safety facilities at a site within the City, and
WHEREAS, the County has constructed its new Law Enforcement Center (LEC) to
provide office and training facilities for the Ramsey County Sheriff's Department and an Adult
Detention Center, at the co-location site, and
WHEREAS, the City has leased from the County and renovated a structure (the Griffin
Building) adjacent to the County's LEC for use as its police headquarters and related functions,
and
WHEREAS, the City has acquired a parcel of land with improvements (the Property)
which is located adjacent to the L,EC and the Griffin Building, and
WHEREAS, the County will need a site near the I.EC to construct and operate a dispatch
center iri the neaz future, and
WHEREAS, the City desires a facility near the Griffin Buildin� to house its
Communications Services and Maintenance Unit (CSMU), a Special Vehicles Storage Garage
(SVSG), and Fire Administration (FA), and
�x�� «rT f�-
t� ��o
WHEREAS, the City and County a�ee that the Property is appropriately located and of
sufficient size to construct a building (the Facility) which wiil accommodate their respective
needs, and that such co-location is an economically and operationally efficient use of their
resources and will result in significant financial savings, and
WfIEREAS, the parties desire to enter into this Agreement to establish the respective
rights, obligations, and contributions of the County and City to accomplish the goal of
acquisition of property and the design and construction of the co-location Facility.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and covenants herein, it is agreed between the parties as follows:
SECTION I.
CONVEYANCE OF REAL PROPERTY
Upon execution of this Agreement by both parties, the City will convey to the County, by
Quit Claim Deed, all of its rights, title and interest in the Property in fee simple, subject to
interests of record which the parties agree to continue. (See attached Exhibit A, Legal
Description)
SECTION II.
LEASE
Upon execution of this Agreement by both parties, the County will lease to the City, and
the City will lease from the County, the first floor of the Facility to be constructed on the
Property, for the terms and conditions as prescribed in the Lease Agreement attached hereto as
Exhibit B. The parties shall execute a lease on the date of approval of this Agreement. (See
attached Exhibit B, Lease Agreement). If the City elects to proceed with location of the FA
within the Facility, the Lease Agreement shall include the additional space constructed within the
Facility to accommodate the FA.
2
Cf,-t��o
SECTION III.
DEMOLITION OF EXISTING STRUCTURES
Upon transfer of titie from the City to the County, the County, at its expense, shall cause
the existing improvements on the Property to be demolished and will undertake all steps to
prepaze the site for construction of the co-location Facility.
SECTION IV.
FACILITY DESIGN, ENGINEERING AND CONSTRUCTION
The County, at its sole cost and expense, shall undertake the design and construction of
the co-location Facility. The design of the space for the CSMU and the SVSG shall conform to
the criteria developed by City and County staff for users of the Facility. The City shall directly
participate in the design documents, plans and specifications for the first floor of the Facility and
for a skyway from the Griffin Building to the Facility. Design and construction shall include a
skyway from the Griffin Building to the co-location Facility. Design and construction of the
skyway connection shall be at City expense, to a maximum of Three Hundred Fifty Thousand
Dollars ($350,000.00). Any costs for design and construction of the skyway in excess of
$350,000.00 shall be paid by the County. The City shall own the skyway connection.
The County has retained the sum of three hundred fifty thousand dollars ($350,000.00)
from bond proceeds for the renovation of the Griffin Building which the City is repaying the
County for pursuant to the terms of a separate agreement. These retained bond proceeds shall be
the City's sole contribution to the cost of design and construction of the skyway connection. In
the event the skyway connection is designed and constructed for less than $350,000.00, the
remainder of the retained bond proceeds shall be refunded to the City, unless such refund is
precluded by the bond issuance documents or would cause the bonds to lose their tax exempt
status or otherwise violate provisions of law
�'S-ta lt�
Within thirty days of the date this agreement is approved by the County the City shall
provide the Ramsey County Property Management department with a written description of its
requirements for the addition of the FA area to the Facility. Not later than thirty days after
receipt of the City's requirements the County and its contractor shall provide the City with a
Preliminary Estimate of the budget and cost for construction of the City's requirements for the
FA. The City shall have thirty days from the date it receives the Preliminary Estimate to
deternune whether it will proceed with the addition of the FA to the Facility. If the City elects to
proceed with construction of the FA it shall so notify the County and shall immediately pay to
the County the amount stated in the Preliminary Estimate. Upon receipt of such notification and
payment, the County and its contractor shall proceed with design, engineering and construction
of the Facility, including the FA portion of the Facility. If the Preliminazy Estimate is less than
the actual costs to construct the FA, the City shall be responsible for such cost over runs upon
invoice by the County and shall make payment to the County for such additional cost. The
Preliminary Estimate shall not include the cost of furnishings, fixtures or equipment (F.F.&E.),
or any relocation costs of the City, for the FA.
SECTION V.
COMPUTER-AIDED DISPATCH SYSTEM
As a condition of the County's promises set forth herein, the City agrees to purchase, at
no cost to the County, a new integrated City/County Computer-Aided Dispatch (CAD) System
("ReplaCement CAD System"), as a replacement for the current integrated City/County CAD
System jointly owned by the City and the County pursuant to the terms of a Joint Powers
Agreement dated August 23, 1996. The Replacement CAD System to be purchased by the City
will include all hardware and software, including hardware and software to be installed at the
Ramsey County Dispatch Center in the co-location Facility. The Replacement CAD System shall
be owned 100% by the City of Saint Paul but shall be available for use by the County, which
County use shall include use by all suburban municipalities within Ramsey County. Prior to the
0
�-��o
City's use of the co-location Facility and prior to implementation of the Replacement CAD
System, the County and the City shall execute an operations and maintenance a�eement which
includes a provision that requires the County to pay not more than 2/3 of the operating and
maintenance costs for the Replacement CAD System.
SECTION VI.
AMENDMENTS
This Agreement may not be altered, changed or amended except by an instrument in
writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
RAMSEY COUNTY
Approved as to form:
Assistant County Attorney
Approved as to form:
Assistant City Attomey
�
I:
Victoria Reinhardt, Chair
Board of Commissioners
Bonnie Jackelen, Chief Clerk
Board of Commissioners
CITY OF ST. PAUL
BY=
Mayor
And by:
And by:
E
Director, Office of Financial Services
City Clerk
bS-���
LEASE AGREEMII�IT
This I.ease, hereinafter together with any supplements, amendments, or e�ibits, "the
L.ease", is made and entered into as of this day of , 2005, by and
between the County of Ramsey, a political subdivision of the State of Minnesota (the "County"),
and the City of St. Paul, Minnesota, a home rule charter city and a municipal corporation under
the laws of the State of Minnesota (the "City").
RECITALS
WHEREAS, the City has conveyed to the County, and the County owns real property
(the "Property") more particularly described in Exhibit A, the legal description of which is
attached hereto and incorporated herein, and
WHEREAS, the County, in consultation with the City, and subject to the City's approval
stated herein, wiii construct a building (the "Building") and skyway (the "Skyway") and make
other improvements to the Property for joint use by the County and City in connection with the
County's adjacent Law Enforcement Center (L,EC) and the City's adjacent Griffin Building, and
WHEREAS, upon completion of the Building and related improvements it is the desire
of the County to lease to the City, and the City to lease from the County, the first floor of the
Building; and
WHEREAS, the City will own the Skyway structure for access between the Griffin
Building and the LEC.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises
and covenants herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the parties, the parties hereby agree as follows:
Cx r(i� t`1" �
�-c��o
�TT�� �.
PROPERTY
In consideration of the obligaUOn of the City to pay rent and additional rent (as defined in
Article 3) and in considerarion of the other terms and provisions of this Agreement, the County
hereby leases to the City, and the City hereby takes from the County, the first floor of the
Building, consisting of approximately fourteen thousand (14,000) squaze feet (the Premises),
together with a11 rights, privileges, easements and appurtenances belonging to or pertaining to the
Premises.
If the parties by separate agreement elect to add an additional (third) floor consisting of
approximately fourteen thousand (14,000) square feet to the Building for Fire Administration
(FA), the parties shall include the additional floor as part of this agreement, and the additional
floor sha11 become part of the Premises as defined in this Agreement. The Premises shall then be
defined to be the first and second floor of the Building, consisting of approximately twentyeight
thousand (28,000) square feet.
ARTICLE 2.
TERM
The term of this L,ease shall commence on (Commencement
Date) and terminate on (Temunation Date) for a term of ninety-nine
(99) years.
Notwithstanding the foregoing, if the Premises shall, on the scheduled Commencement
Date of the term, not be ready for occupancy by the City because constructlon has not yet been
completed, or by reason of any building operations, repair or remodeling to be done by the
County, the County shall use good faith efforts to complete such construction, building
operations, repair or remodeling and to deliver possession of the Premises to the City. The
2
�-c��u
County, using such good faith efforts, shall not in any way be liable for failure to obtain
possession of the Premises for the City or to timely complete such construction, building
operations, repair or remodeling, but the term shall be automatically extended so as to include
the fuil number of years of the term, except that if the Commencement Date is other 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.
The taking of possession by the City shall be deemed conclusively to estabiish that the
Premises has (a) been constructed to the satisfaction of the City and (b) are in good and
satisfactory condition as of the date when possession is taken.
Base rent, as defined herein, shall not abate during any period of time the Building is not
ready for occupancy by the City because construction or remodeling has not been completed.
ARTICLE 3.
RENT
a. Base Rent. As and for rent, the City shall pay the County, in advance, the sum of One
Dollar ($i.00) for the base rent for the entire term.
b. Operating Costs. As additional rent, the City shall pay sixty six and sixty seven one
hundredths percent (66.67%)of the operating costs as defined herein. If the parties do not
construct the third floor for Fire Administration, and the Premises is only the first floor of the
Building, the City's share of operating costs will be fifty percent (50%).
As used in this Lease the term "operating costs" shall include the cost of insurance the
County is required to obtain pursuant to Article 11 hereof, maintenance and repairs to the roof
and exterior walis of the Building, windows, doors, elevator, interior structural members of the
Building, downspouts, gutters, sprinkler systems, parking lot, sidewalks, landscaping, and ice
and snow removal. Operating costs shall not include the following: (i) the cost of construction,
maintenance and repairs of the interior finishing of the Premises , which costs shall be the sole
responsibility of the City; (ii) the cost of heating, ventilation, and air conditioning (HVAC) of the
c�-�to
premises, which will be provided through St. Paul District Heating and separately metered to and
payable by the Ciry; (iii) the cost of electricity, water and other utilities for the Premises, which
shall be separately metered and paid by the City; (iv) the cost of maintenance, repair, or
replacement of any and all equipment, electrical or mechanical, used or owned by the County on
the floor of the Building it occupies. The cost of maintenance, repair and replacement of
overhead doors shall be bome exclusively by the City.
c. Capital Reserve for Replacements. As additional rent, the City shall pay the sum of
Fourteen Thousand ($14,000.00) Dollars per year, for the term for a Capital Reserve Fund.
Payment shall be made annually, not later than January 15 of each calendaz yeaz of the term and
the County shall invoice the City on or before the first of January. The County shall establish a
separate account in the amount of Fourteen Thousand ($14,000.00) Dollars per year for the
replacement reserve fund. The replacement reserve fund shall be solely used for the replacement
of or capital repairs to the roof, exterior walls, windows, doors, elevator, parking lot,
landscaping, sidewalks, and structural members of the Building. If the parties do not construct
the additional floor far Fire Administration, the City's annual payment for the Capital Reserve
Fund shall be Seven Thousand ($7,000.00), with a commensurate reduction in the replacement
reserve fund.
d. Taaces and Assessments. As additional rent, the City shall pay its proportionate share,
based on square footage of the Building it occupies, of any t�es or assessments levied or
imposed by the United States or the State of Minnesota, or any taYing authority.
The County shall pay ali operaung costs and taxes and assessments as they are incurred
or become due, as set forth above in 3b. Not later than January 15, the County shall submit to the
City an itemized invoice far the operating costs, taaces and assessments it paid or incurred for the
preceding calendaz year. Not later than February 15, the City shall pay to the County its share of
operating costs, t�es and assessments.
The City or its representatives shall have the right to examine the County's books and
records of operating costs during normal business hours within thirty (30) days following the
0
05-41�
fumishing of the summary to the City. Unless the City takes written exception to any item within
thirty (30) days following the furnishing of the summary to the City (which item shall be paid in
any event), such summary shall be considered as final and accepted by the City.
ARTICLE 4.
THE COUN'1'Y'S RESPONSIBILITIES
Propertv Mana eg ment. The County shall manage and operate the Premises and Building
(Property Management) as follows: Except for reasonable wear and tear and any casualty
against which the City was obligated to insure under this I.ease, the County shall maintain all
external parts of the Building, making all necessary repairs and replacements, whether ordinary
or extraordinazy, structural or non-structural, including, but not limited to roof, windows, doors,
elevator, skyway, glass and plate glass doors, entries and plumbing works and fixtures, secured
parking lot, and landscaping. The County shall, at its sole cost and expense, be responsible for
maintenance of the portion of the Building it occupies.
ARTICLE 5.
CITY RESPONSIBILITIES
The City shall, at its cost and expense, be responsible for repairs and maintenance of the
interior walls and finish wark, floors and floor coverings, heating and air conditioning systems
that directly service the Premises, electrical and plumbing works and fixtures, pest
extermination, regular removal of trash, and telephone/telecommunications in the Premises. In
the event the (HVAC) system component serves all floors of the Building, the cost of repair will
be shared by the City and the County in proportion to the squaze footage of the space they
respectively occupy.
ARTICLE 6.
INSPECTION
The County and County's agents and representatives shall have the right to enter and
inspect the Premises at any reasonable time for the purpose or ascertaining the condition of the
p5-t��o
Premises or in order to make such repairs and perform such actions as may be required or
permitted to be made by the County under the terms of this Lease.
ARTICL.E 7.
ASSIGNMENT AND SUBLETTING
The City may not assign, sublet or otherwise permit occupancy of the Premises or any
portion thereof by third parties without the County's prior written consent which may be
withheld in the discretion of the County, and such restriction shall be binding on any assignee or
subtenant to which the County has consented. Notwithstanding, any permitted assignment or
subietting, the City shall at all times remain directly, primarily and fully responsible and liable
for the payment of the rent and for compliance with ail of its other obligations under the terms of
this L.ease. Upon occurrence of an event of defauit, if the Premises or any part thereof are then
assigned or sublet, the County, in addition to any other remedies herein provided or provided by
law, may, at its option, collect directly from any assignee or subtenant all amounts due and
becoming due to the City under such assignment or lease and apply such amounts against any
sums due to the County from the City hereunder, and no such collection shall be construed to
constitute a novation or release of the City from the further performance of its obligations
hereunder. The County's acceptance of rent following any assignment or other transfer
prohibited by this Article shall not be deemed a consent by the County to such assignment or
other transfer nor shall the same be deemed a waiver of any right or remedy of the County for
breach of this Article.
If the City assigns this Lease or sublets all or any portion of the Premises without first
obtaining the County's consent as required by this Article, said assignment or I.ease shall be null
and void and of no force or effect. The County's consent to an assignment, sublease ar 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.
p5-c��o
Notwithstanding the provisions of this Article 7, the City may, at any time, sublet or
otherwise pemut occupancy of the premises to any City department or agency without prior
consent of the County, provided that the use of the premises does not create security or traffic
issues which impair use of the remainder of the structure for law enforcement and related
purposes.
ARTICLE 8.
FIRE AND CASUALTY DAMAGE TO PRENIISES
a. Notice of Casualtv. If the Premises should be damaged or destroyed by fire, flood,
tornado, riot, civil disturbance, act of terrorism or other casualty, the City shail give immediate
oral and written notice thereof to the County.
b. Continuation of L.ease. Notwithstanding the destruction of the Premises by fire, flood,
tomado, riot, civil disturbance, act of terrorism, or from any other case this I.ease shall remain in
fuli force and effect and the City's obligation to pay base rent, tases and assessments, and
operating costs shall continue for any remaining term of this L.ease.
c. Reuair of Premises. If the Premises should be destroyed or damaged by any cause, the
City, at its option, may rebuild or repair the Premises. If the City elects not to rebuiid or repair
the Premises, it shall notify the County in writing of its intent not to do so, and ninety (90) days
after such norification this Lease shall terminate and be of no further force or effect.
d. Removal of Personal Propertv. In the event of any damage to the Premises by any
perii contemplated by this Article, the City shall, promptly after the occurrence of such damage
and at its sole cost and expense, remove from the Premises any personal property on the
Premises belonging to any of the City, its agents, employees, contractors, licensees or invitees.
The City hereby indemnifies, holds hannless and agrees to defend the County from any loss,
liability, damage, judgment, cost or expense, inciuding 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 ar themselves or their respective properties arising as
(�
a result of the removal or failure to remove such personal property. The County and the City
agree that the County shail have no obligation to secure the Premises in the event of a casualty
and that the risk of loss, by destrucrion, theft or otherwise, to the personal property of the City,
its agents, employees, contractors, licensees or invitees shall be borne, as between the County
and the City, entirely by the City.
ARTICLE 9.
FIRE AND CASUALTY DAMAGE TO THE BUILDING
a. Ternunation of I.ease. If the Building should be damaged or destroyed by any peril
covered by the insurance to be provided by the County under Article 11, the County after
consultation with the City, may, in its sole discretion, elect either to repair or rebuild the
Building, or ternunate this I.ease in accordance with the provisions of Articie 19(b).
If the County/City elect to repair or rebuild the Building, this I.ease shall remain in full
force and effect, and the City's obligation to pay base rent and additional rent, tases,
assessments, and operating costs shall continue for the remaining term and during such period of
repair or rebuilding as is necessary. Provided, however, the Term shall be extended for a period
of time equivalent to the time during which the City cannot occupy the Premises due to such
repair or reconstruction of the Building.
ARTICLE 10.
LIABILITY, WAIVER AND RELEASE
a. No Liabilitv. The County/City shall not be liable for and will mutually indemnify and
hold each other harniless from any loss, liability, claims, suits, costs and expenses, including
attorneys' fees, arising out of any claim of injury or damage on or about the Premises and
Building arising from any cause whatsoever other than the indemnitor's gross negligence or
wiilful misconduct. Neither the County nor City shall be liable to the each other or any of their
respective agents, employees,, contractors, licensees or invitees for any damage to persons or
property arising from any cause whatsoever except for either's gross negligence or willful
misconduct, and each assumes all risks of damage to such persons or property. The County and
a5- c��o
City shall not be liable or responsible for any loss or damage to any property or person
occasioned by theft, fire, force majeure, public enemy, riot, strike, insurrection, war, court order,
requisition or order of governmental body or authority, or other matter beyond control of the
County and City, or for any injury or damage or inconvenience which may arise through repair
or alteration of any part of the PremisesBuilding, or failure to make repairs, or from any cause
whatsoever except for either's willful acts or gross negligence. Nothing in the foregoing
provisions shall be construed as a waiver of the tort liability limits and defenses as set forth in
Minn. Stat. § 466.01, et seq.
b. Waiver and Release. Except as provided below, each of the County and the City
agrees to rely entirely upon its own property insurance with respect to any damage, loss or injury
to its 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
"released parties") from all claims and all liability or responsibility to the releasing party and to
any person claiming through or under the releasing party, by way of subrogation or otherwise,
for any loss or damage to the releasing party's business or property caused by fire or other peril,
even 3f 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 foregoing, the release from
liability and waiver ar subrogation provided for shall (i) only be effective to the extent that the
loss or damage to the releasing party's business or property is actually covered by insurance; and
(ii) not apply to the extent of any deductible (or deductibles) applying under such insurance.
ARTICL.E 11.
INSURANCE
a. The County shall maintain in effect at all times during the term a policy or policies of
insurance or self insurance insuring the Building against loss or damage by fire or other insurable
hazards and contingencies far full replacement value. The County shall not insure any personal
0
�S�l���
property of the City or any build out or additional improvements to the Premises made by the
City. Such insurance shall be for the sole benefit of the County and under its sole control.
b. City and Countv Insurance. The City and County shall each be responsible for
obtaining insurance for any personal property or fixtures they have made to or are in the
Building.
c. Liabilitv Insurance. Each party shall maintain, at its sole cost and expense, such
liability insurance, as it deems appropriate or necessazy.
ARTICLE 12.
CONDENINATION
a. Total Takine. If the whole or any substantial part of the Property is taken for any
public or quasi-public use under governmental law, ordinance or regulation, or by right of
eminent domain, or by private purchase in lieu thereof and the taking would prevent or
materially interfere with the use of the Property, the Building, or Premises for the purpose for
which they are being used, this I.ease shall terminate and the base rent and operating costs shall
be abated during the unexpired portion of this Lease effective when the physical taking of the
Property shall occur.
b. Partial TakinQ. If part of the Property shall be taken for any public or quasi-public use
under any governmental law, ordinance or regulation, or by right of eminent domain, or by
private purchase in lieu thereof, and this L.ease is not terminated as provided in the subpazagraph
above, this Lease shall not terminate but the operating costs payable hereunder during the
unexpired portion of this Lease shall be reduced to such extent as may be fair and reasonable
under ali of the circumstances.
c. Awards. In the event of any such taking or private purchase in lieu thereof, the
County and City shall each be entitled to receive and retain such separate awards and/or portion
of lump sum awazds as may be allocated to their respective interest in any condemnation
proceedings, provided that the City shall not be entitled to receive any award for its loss of its
10
�-�,�o
leasehold interest, or other property which would have become the property of the County upon
temrination of this Lease; the right to such award being hereby assigned to the County. The City
shall be enritled to any award it receives for relocation pursuant to Minn. Stat. § 117.50 and
related Federal Statutes and Regulations.
ARTICL.E 13.
QUIET ENJOYMENT
The County represents and warrants that it has or will acquire 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 Premises
and Skyway subject to the terms and provisions of this I.ease.
ARTICLE 14.
EVENTS OF DEFAULT
Each of the following events shall be deemed to be an event of default by the City under
this Lease:
a. The City shall fail to pay any installment or other payment of rent herein when due,
and such failure shall continue for a period of fifteen (15) days from the date such payment was
due.
b. The City shall fail to comply with any term, provision or covenant of this Lzase, and
shall not cure such failure within thirty (30) days after written noUce thereof from the County to
the City.
ARTICLE 15.
REMEDIES
Upon the occurrence of any such events of default as described in Article 13 hereof, the
County shall, in addition to any and all remedies it may have at law or in equity, have the oprion
to pursue any one or more of the following remedies with 30 days' written notice to the City:
a. The County may, at its election, ternunate this L.ease.
11
�-t��o
b. Upon any ternunation of this L.ease, whether by lapse of time or otherwise, the City
shall surrender possession and vacate the Premises within 30 days and deliver possession thereof
to the County, and the City hereby grants to the County full and free license to enter into and
upon the Premises in such event with or without process of law and to repossess the County of
the Property as of the County's former estate and to expel or remove the City and any others who
may be occupying or within the Premises and to alter alllocks and other security devices at the
Premises and to remove any and all property therefrom, without being deemed in any manner
guilty of trespass, eviction or forcible entry or detainer, and without incurring any liability for
any damage resulting therefrom. The City hereby waives any right to claim damage for such re-
enriy and expuision.
c. Any and all property which may be removed from the Property by the County
pursuant to the authority of the I.ease or of law, to which the City is or may be entitled, may be
handled, removed and stored, as the case may be, by or at the direction of the County at the risk,
cost and expense of the City, and the County shall in no event be responsible for the value,
preservation or safekeeping thereo£ The City shall pay to the County, upon demand, any and all
expenses incurred in such removal and all storage chazges against such property so long as the
same shall be in the County's possession or under the County's control. Any such property of
the City not retaken by the City from storage within thirty (30) days after 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.
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 delivery ar five (5) days after
the deposit in the United States mail, certified, postage prepaid, return receipt required, to the
County ar the City at the following addresses:
THE COi.JNTY THE CITY
12
u5-te �l�
David Twa
Ramsey County Manager
250 Courthouse
St. Paul, MN 55102
Randy Kelly
Mayor of Saint Paul
390 City Hall
St. Paul, MN 55102
ART'ICI,E 17.
HAZARDOUSSUBSTANCES
The City/County shall at all times comply with all applicable local, state and federal
laws, ordinances and regulations relating to hazazdous substances. "Hazardous substances"
means (1) any oil, petroleum product, flaminable substances, explosives, radioactive materials,
hazardous wastes or substances, toxic wastes or substances, infectious wastes or substances or
any other wastes, materials or pollutants that (a) pose a hazard to the Property, Building, or
Premises, or to persons on or about the Property, Building, or Premises or (b) cause the Property,
Building, or Premises to be in violation of any hazardous materials laws; (2) asbestos in any
form, unrea-formaldehyde foam insulation, transformers or other equipment that contains
dielectric fluid containing polychlorinated biphenyl, or radon gas; (3) any chemical, materials or
substance defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous waste", "restricted hazardous waste",
"infectious waste", or "toxic substances", or words of similar import under any appiicable local,
state or federal law or under the regulations adopted or publications promulgated pursuant
thereto, including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601, et seq.; the Hazazdous
Materials Transportation Act, as amended, 42 U.S.C. §§6901, et seq.; the Federal Water
Pollution Control Act, as amended, 33 U.S.C. §§ 1251, et seq.; (4) any other chemical, material
or substance, exposure to which is prohibited, limited or regulated by any governmental
authority or may or could pose a hazard to the health and safety of the occupants of the building
or Property or the owners and/or occupants of property adjacent to or surrounding the Property,
ar any other person or entity coming upon the Property or adjacent property; and (5) any other
chemical material or substance that may or couid pose a hazard to the environment. The
13
�-t���
City/County shali not: (i) use the Property or Premises for the storage of hazardous substances
except for such activities that are part of the course of the City's/County's ordinary business (the
"Permitted Activities); provided, such Permitted Activities aze conducted in accordance with all
applicable laws, orders, regulations and ordinances; (ii) use the Property or Premises as a landfill
or dump; or (iii) install any underground tanks of any type at the Property or Premises. The
CitylCounty shall at its own expense maintain in effect any and all permits, licenses or other
governmental approvals, if any, required for the City's/County's use of the Property or Premises
and require the same of any subtenants. The City/County shall make and cause any subtenant to
make all disclosures required of the City/County by any laws, and shall comply and cause any
subtenant to comply with all orders concerning the City's/County's use of the Property or
Premises issued by any governmental authority having jurisdiction over the Property or Premises
and take all action required by such governmental authorities to bring the City's/County's
activities on the Property or Premises into compliance with all environmental and other laws,
rules, regulations and ordinances affecting the Property or Premises. If at any time the
City/County 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 Property or
Premises, the City/County shall given written notice of that condition to the City/County
immediately after the City/County becomes so awaze. The City/County shall be responsible for,
and shal] indemnify, defend and hold the City/County harmless from and against all
environmental claims, demands, damages and liabilities, including, without limitation, court
costs and reasonable attorney fees, if any, arising out of, or in connection with, the generation,
storage, disposal or other presence of any hazazdous substance in, on or about the Property,
Premises, or Building during the Term or that the City/County caused or permitted. The
indemnification provided by this Article 16 shall survive the termination of this Lease.
14
05-���
ARTTCL.E 18.
ALTERATIONS; CONDITION OF PREMISES UPON EXPIRATION
The City shall not make any alterations, additions or improvements to the Premises
(including but not limited to roof and wall penetrations) affecting the structural members or
integrity of the Building without the prior written consent of the County. The City may, without
consent of the County, but at its own cost and expense and in a good workmanlike manner erect
such shelves, bins, interior walls, machinery and trade fixtures as it may deem advisable, without
altering the basic character of the Premises and without overloading or damaging the Premises or
Building, and in each case complying with all applicable governmental laws, ordinances,
regulations and other requirements. All alterations, additions, installations, improvements and
partitions erected by the City, including, without limitation, all telephone and data
communications cabling ("Cabling"), shall be and remain the property of the City during the
Term and the City shall, unless the County otherwise elects as provided below, remove all
alterations, additions, installations, improvements and partitions, including, without limitation,
the Cabling, erected or installed by the City and restore the Property to its original condition
subject to reasonable wear and tear by the earliest of (a) the Expiration Date, (b) the date of
ternunation of this L,ease prior to the Expiration Date or (c) the vacating of the Property without
termination of this I.ease (said earliest date may be referred to as the "Restoration Date");
provided, however, that if the City so elects, in writing, prior to the Restoration Date, such
alterations, additions, installations, improvements, partitions and Cabling (other than trade
fixtures and personal property of the City) shal] become the property of the County as of the
Restoration Date and shall be delivered to the County with the Property. All shelves, bins,
machinery and trade fixtures installed by the City shall be removed by the City by the -
Restoration Date if required by the County, and upon any such removal the City shall restore the
Property to its original condition. All such removals and restoration shall be accomplished in a
good and workmanlike manner and shall not damage the primary structural qualities of the
building.
15
b5-�t�
ARTICL.E 19.
CANCELLATION OF LEASE BY CITY AND COUNTY
a. The City may, at any time during the Term, cancel this I.ease upon ninety (90) days'
written norice to the County. The written notice shall state the date by which the City will vacate
the Premises. The City shall vacate the Premises by such date. Upon such vacation, this
Agreement shall terminate and be of no further force and effect.
b. The County may, with ninety (90) days' notice, cancel this Lease and either by
quitclaim deed, transfer to the City all of its right, title and interest in the Property and Building
to the City, which transfer the City shall accept, or exercise its cancellation rights under Article
20.
ARTICLE 20.
CANCELLATION OF LEASE BY COUNTY
a. On or after twenty yeazs from date of lease, the County may terminate this lease upon
eighteen months written notice, which must specify the date by which the City must vacate the
building.
b. Upon cancellation of this Lease by the County, the County shall pay to the City the
fair market value (FMV) of the unimproved real property conveyed by the City to the County in
connection with this Lease. The County shail be obligated to compensate the City only far the
unimproved value of the real estate conveyed by the City. The valuation date shall be the date the
County notifies the City of its intent to cancel this Lease.
The parties shall initially attempt to negotiate a fair market value for the Property. If at
any time during negotiation either party wishes to utilize the fair market value determination
procedures set forth in Article 21 hereof, it may do so.
16
OS-l��o
ART'ICLE 21.
FAIR MARKET VALUE DETERII�VATION
a. If the parties cannot agree on a fair market value, each party, at its sole cost and
expense, shall retain a qualiFied real estate appraiser who shall conduct an appraisal of the real
estate. The appraiser shall value the Property as unencumbered fee simple absolute, unimproved,
vacant land.
If the difference between the two appraisal values is ten percent (10%) or less, the fair
market value the County is obligated to pay the City under this Article shall be the average of the
two values.
b. If the appraisal values of the parties' appraisers are greater than 10% apart, the two
appraisers shall appoint a third, mutually agreed upon appraiser, to conduct an appraisal. The
three appraised values shall be averaged, and such average shall be the fair market value the
County must reimburse the City, provided that the County, at its option, may elect not to proceed
with cancellation of this L.ease.
ARTICLE 22.
MISCELLANEOUS
a. Gender; etc. Words of any gender used in this Lease shall be held and construed to
include any other gender, and ward in the singular number shall be held to include the plural,
unless the context otherwise required.
b. Bindin Eg ffect. The terms, provisions and covenants and conditions contained in this
Lease shall apply to, inure to the benefit of, and be binding upon, the parties hereto and upon
their respective legal representatives, successors and permitted assigns, except as otherwise
herein expressly provided.
c. Ca tp ions. The captions inserted in this Lease are for convenience only and in no way
define, limit or otherwise describe the scope or intent of this L,ease, or any provision hereof, or in
any way affect the interpretation of this Lease.
d. Amendment. This lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto.
17
05-c��o
e. Survival of Obligations. All obligations of the City hereunder not fully performed as
of the expiration or earlier ternunation of the Term shali survive the expiration or earlier
ternunarion of the Term, including without limitation, all payment obligations with respect to
operating costs and all obligations conceming the condition of the Property. Upon the expiration
or eazlier termination of the Term, 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 opera6ng 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 for any additional costs upon demand by the County, or with any excess to
be returned to the City after all such obligations have been deternuned and satisfied.
f. Severabilitv. If any clause or provision of this L.ease is illegal, invalid or
unenforceable under present or future laws effective during the Term, then and in that event, it is
the antention of the parties hereto that the remainder of this Lease shall not be affected thereby,
and it is also the intention of the parties to this Lease that in lieu of such clause or provision of
this I.ease that is iliegal, invalid or unenforceabie, there be added as a part of this I.ease a clause
or provision as similar in terms to such illegai, invalid or unenforceable clause or provision as
may be possible and be legal, valid and enforceable.
g. Waiver of Jury Trial; Jurisdiction. Each of the County and the City hereby waives any
right to a trial by jury in any action relating to this L.ease. This Lease shall be enforced in the
District Court, Second Judicial District, State of Minnesota.
h. Com lep te A�eement. This Lease contains all of the agreements 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 statements made by the County or any agent of the
County, except as expressly stated herein. This Lease supersedes any and all prior agreements
and understandings between the County and the City and alone expresses the agreement of the
parties.
�
p5-�,�0
i. Governin� Law. This L,ease, the rights of the parties hereunder and the interpretation
hereof shall be governed by, and construed in accordance with, the internal laws of the State of
Minnesota, without giving effect to conflict of laws, principles thereof.
j. Construction. The parties agree that counsel for both parties have reviewed this
Agreement. Accordingly, neither party shall deem to have drafted this Agreement and it shall not
be construed against either party by viriue of the drafting thereof in the event of a dispute.
ARTICI,E 23.
EXHIBITS
Exhibits A is attached hereto aze hereby incorporated herein by reference.
IN WTTNESS WHEREOF, the parties hereto have executed this Agreement.
RAMSEY COIJNTY
APPROVED AS TO FORM:
By:
By:
By:
Victoria Reinhardt, Chair
Boazd of Commissioners
Assistant County Attorney
CTTY OF SAINT PAUL, MINNESOTA
APPROVED AS TO FORM:
Assistant City Attorney
Bonnie Jackelen, Chief Clerk
Board of Commissioners
Mayor
And by: _
Director, Office of Financial Services
And by:
19
City Clerk