07-535Council File # - $ 35'
Green Sheet # 3040212
OF
Presented by
RESOLUTION
NT PAUL, MINNESOTA
/.S
1 WHEREAS, the City of has constructed community centers for the purpose of providing co-
2 located human services to the public, and
,
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4 WHEREAS, the City owns a community center at the West 7�' Community Center, 265 Oneida Street, and
5
6 WHEREAS, West 7� Community Center Inc. has leased the community center from the City since 1984
7 and has successfully provided human services, and
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9 WHEREAS, the lease agreements beriveen the City and West 7�' should be renewed,
10
11 NOW THEREFORE BE IT RESOLVED, that the proper City officials are hereby authorized and directed
12 to renew the lease agreement with West 7`� Community Center Inc. for the management of the West 7`�
13 Community Center.
Benanav
Bostrom
✓
Adopted by Couneil: Date
Adoption Certified by Couy�il Secretary
BY� / / / A�f�77i�.�S�/!
Approved by y r: Date LS
By' �_ �i —�.`�_.d
Requested by Department of. _
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Form Approve by City Attomey �
By: � �� i.
Form App�ov���P,� or fo ��'��� iss�ion Council
By: ��" ��I�1,A-�=�C/�-j' `� �
D� S.�s
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
PR — PazksandRuceafion
CoMact Person & Phone:
Linda Flynn
2666443
Must Be on Councii qqen
Doc. Type: RESOLU710N
E-Document Required: Y
Document Contact:
GonWd Phone:
2&MAY-07
�
Assign
Number
For
Routing
Order
Total # of Signature Pages _(Clip All Locations for Signature)
CostlRevenue Budgeted:
Authorizing ihe pmper City officials to renew the lease agreement with West 7th Community Center, Inc. for management of the
West 7th Community Center. ��
idaqons: Approve (A) or ReJec[ (R): Personal Service Conlracts Must Answer the Following Questions:
Planning Commission 1. Has this persoNfirm ever worked under a contracl for this depaRment?
CIB Committee Yes No
Civil Service Commission 2. Has this person/firm ever been a city employee?
Yes No
3. Does this person/firtn possess a skill not normally possessed by any
, cuvent 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 previous agreement with West Seventh Community Centers has expired and a new agreement should be executed.
Advantages If Approved:
The Communiry Center will have space in a recreation center.
DisadvanWges If Approved:
None
Disadvantages If Not Approved:
West Seventh will have to find new space.
ToWI Amount of
Transaction:
Funding Source:
Financial lnformaiion:
(Explain)
Green Sheet NO: 3040212
0 ,�azks and Recreation i
I � arks and Recreation De arMent D'uector
2 ' Attorne
3 a nr's O�ce � Ma ur/Axsisfant
4 ouncil
5 "ty Clerk � CtiN Clerk
Activity Number.
. . - -,.__ . __. , _ . _�----`-•
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JUN 13 2097
June 13, 2007 1:46 PM Page 1
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AGREEMENT
BETWEEN THE
CITY OF SAINT PAUL
AND
WEST SEVENTH COMMUNITY CENTER
THIS AGREEMENT made this 16 day of Ma�?, 2007 between the CITY
OF SAINT PAL7I,, a Municipal Corporation and political subdivision
of the State of Minnesota (hereinafter called the "CITY") and
WEST SEVENTH COi+R�IUNITY CENTER, a Non-Profit Corporation organized
and existing under the Laws of the State of Minnesota
(hereinafter called "WEST SEVENTH).
WITNESSETH:
WHEREAS, the CITY has constructed a faeility known as the WEST
SEVENTH COMMUNITY CENTER (hereinafter "CENTER") on the property
known as BAINT CI,AIR RECREATIOI3 CENTER, 265 Oneida Street; and
WHEREAS, it is the desire of the CITY that social services be
provided at the CENTER.
WHEREAS, WEST SEVENTH is capable of providing such services in
fulfillment of educational, recreational and social programs for
the benefit of Saint Paul citizens; now,
It is therefore mutually agreed by and between the CITY and WEST
SEVENTH:
1. Premises. That the CITY permits and authorizes WEST SEVENTH
to conduct human service programs and other community-oriented
programs in the CENTER. In order to facilitate such program the
City agrees to leases all spaces except the following spaces:
Recreation Office and warming room.
2. Term of Agreement. The term of this agreement shall be five
years from day of signing. WEST SEVENTH shall have the right and
option to renew this agreement with the approval of the CITY for
five (5) successive renewal terms of two (2) years each, upon the
provisions, covenants and conditions of this agreement. WEST
SEVENTH�S option to renew shall be exercised by notice to the
CITY in writing at least six (6) months prior to the termination
of the initial term or of the renewal term then in effect.
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3. IIse of Premises. WEST SEVENTH will provide, in its usage of
the Center, such social services and other community programs as
it deems beneficial to the residents of the CITY. The CITY has a
right to review the programs provi@ed at the CENTER and advise
WEST SEVENTH as to their appropriateness.
The CITY will provide, in its usage of the CENTER, such
recreational programs as it deems beneficial to the citizens of
the West Seventh area.
4. Contingeat Fundiag. Performance of this Agreement by WEST
SEVENTH is contingent upon continued funding of its programs.
WEST SEVENTH will be required to give notice to the CITY pursuant
to paragraph 16 of intent to cancel the Agreement due to lack of
funding, but in the event that funding is terminated without an
opportunity to give full notice, it may terminate the Agreement
by giving written notice as soon as it receives notice of
termination of funding.
5. Basic payment. The basic payment of rent shall be one (1)
dollar per year.
WEST SEVENTH shall remit basic payments and cost reimbursements
to CITY at the following address:
Manager of Recreation
25 W. 4 Street
300 City Hall Annex
Saint Paul, MN 55102
6. Cost Reimbursement. WEST SEVENTH will be responsible for
all assessments, property taxes and service charges assessed to
the property during its tenancy which are due to the occupancy or
use by WEST SEVENTH. Deferral of assessments, if any shall be
approved by the CITY. WEST SEVENTH will not voluntarily create,
cause or allow to be created any debt, lien, charge or other
encumbrance against the CENTER. WEST SEVENTH shall pay and
discharge when due, taxes, assessments or other charge5 lawfully
imposed upon its leasehold in the CENTER or on its operations
therefrom. The foregoing shall be subject to the right of WEST
SEVENTH to contest any such taxes, assessments or charges, and
incident thereto to withhold payment of same, pending the
disposition of its challenge to the imposition of said tax,
assessment or charge.
7. Right of Entry. At all times during the term of this
agreement, the CITY shall have the right, by itself, its agents
and employees, to enter into and upon the CENTER during
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reasonable business hours or, in the event of an emergency, at
any time for any legitimate purpose.
8. Insurance. WEST SEVENTH shall acquire during the term of
this agreement the following coverage:
l. WEST SEVENTH shall be responsible for the self
insurance of, or the acquisition of Commercial Property
Insurance on, its personal property.
2. COMPREHENSIVE GENERP.L 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 shall be purchased by WEST
SEVENTH. Such insurance shall: (a) name the City of Saint
Paul as additional insured; (b) be primary with respect to
CITY�S insurance or self-insurance; (c) not exclude
explosion, collapse and underground property damage; (d) be
written on an "OCCUrrence" Form policy basis; and (e) not
contain an "aggregate�� policy limit unless specifically
approved in writing by CITY.
3. WORKERS' COMPENSATION INSURANCE with not less than
statutory minimum limits; and EMPLOYERS' LIABILITY INSURP.NCE
with minimum limits of at least $100,000 per accident and
with an all states endorsement.
4. WEST SEVENTH shall supply to CITY current insurance
certificates for policies required in this agreement. The
certificates shall certify whether or not the agent has
errors and omissions insurance coverage.
5. Nothing in this agreement shall constitute a waiver by
the CITY of any statutory limits or exceptions on liability.
6. WEST SEVEI3TH shall place the insurance with responsible
insurance companies authorized and licensed to do business
in the State of Minnesota and approved by CITY, and shall
deliver copies of the policies to CITY on the date o£ WEST
SEVENTH'S execution oi this Agreement. The policies shall
be endorsed to indicate that the insurer cannot cancel or
change the insurance without first giving the CITY 30 days�
written notice.
7. Waiver of SubTOgation. CITY waiVes its right of
subrogation for damage to the CENTER, contents therein, loss
of use thereof, and/or loss of income, up to the amount of
insurance proceeds collected. WEST SEVENTH waives its right
of subrogation for damage to property in the CENTER, loss of
/� �- �35
use thereof, loss of income and/or accounts receivable, up
to the amount of the respective insurance proceeds col-
lected. The parties shall notify their respective insurance
companies, in writing, oP the provisions of this paragraph;
and, if either cannot waive its subrogation rights, such
party shall immediately notify the other party, in writing.
8. Should WEST SEVENTH fail to purchase or maintain the
insurance required herein CITY may at its option purchase
said insurance in the commercial market and WEST SEVENTH
shall reimburse the CITY for all premiums and costs
whatsoever for said insurance.
9. Rules of Operation. All parties providing programs or
activities in the CENTER shall abide by the Rules of Operation
established by WEST SEVENTH and Ordinances of the CITY. The CITY
has the right to periodically review and approve said rules.
10. CITY Spaces. The CITY will manage and operate two rooms
designated as recreation center office and warming room on the
west side of the multi-purpose room and all outdoor recreation
spaces.
11. Multi-purpose Room. That the multi-purpose room shall be
programmed on a seasonal basis through an accord reached between
the CITY and WEST SEVENTH.
12. Permitted Space Use. That the CITY and WEST SEVENTH shall
permit each other to use spaces under their sole control,
consistent with their separate programs, and without charge or
fee. CITY and West SEVENTH shall grant each other first option
to each other's space once their program needs have been met.
Spaces under the sole control of WEST SEVENTH shall not be deemed
to include any spaces rented to others.
13. Maintenance. That the CITY shall be responsible Por all
grounds maintenance on the total site. This shall not include
weed control or fertilization. The CITY shall also be
responsible for all perimeter snow and ice removal or sanding,
including exterior walks and parki-nq lots, with WEST SEVENTH
being responsible for snow removal on steps and walkways leading
to the public sidewalk. Snow removal shall take place after each
accumulation of more than two inches of snow.
WEST SEVENTH sha11 draft minimum standards for the maintenance of
the CENTER subject to approval by the CITY. CITY retains the
right to enter the premises in order to make sure that WEST
SEVENTH is maintaining the property. In the event the CITY
believes that WEST SEVENTH has failed to perform necessary
repairs or maintenance, it may give written notice of such
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failure. If WEST SEVENTH fails or refuses to remedy the failure
within fourteen days, the CITY may have the necessary repairs or
maintenance performed and will charge WEST SEVENTH for the cost.
WEST SEVENTH shall keep the CENTER and appurtenances thereto in a
clean, sanitary and healthy condition and in good repair, and in
compliance with a11 applicable statutes, ordinances, codes and
regulations and the directions of CITY. WEST SEVENTH shall yield
the CENTER back to the CITY upon the termination of this
agreement or any extension thereof, whether such termination
shall occur by expiration of time or in any other manner
whatsoever, in the same condition of cleanliness, repair and
sightliness as at the date of execution hereof normal wear and
tear excepted.
The parties hereto each agree that they shall not permit, commit
or suffer waste or impairment of the CENTER, its site, or any
replacement or part thereof.
14. Cancellation or Termination. This agreement shall be
subject to cancellation and termination by either party without
cause at any time during the term hereof by giving the other
party notice in writing at least ninety days in advance of the
date when said termination shall become effective. If WEST
SEVENTH shall vacate or abandon the CENTER, commit waste, or
permit the same to remain vacant or unoccupied for a period of 30
days, without agreement of the CITY, or in the event that WEST
SEVENTH loses it status as a non-profit corporation, WEST
SEVENTH'S rights to possession of the CENTER immediately shall
terminate with or without any notice or demand whatsoever. The
mere retention of possession thereafter by WEST SEVENTH shall not
constitute a forcible detainer of said premises.
15. Furniture and Equipment. That WEST SEVENTH shall be
entitled to have all o£ its detached property and equipmen
whatever kind that it may use in the CENTER returned to it
the termination of this Agreement.
t of
upon
16. Notice. All notices herein provided to be given, or that
may be given by either party to the other, shall be deemed to
have been fully given when served personally on CITY or WEST
SEVENTH, or when made in writing and deposited in the United
States Mail, certified and postage prepaid, and addressed to WEST
SEVENTH at 265 ONEIDA, Saint Paul, MN 55102 and to the CITY at
the Division of Parks and Recreation, 300 City Hall Annex, Saint
Paul, Minnesota 55102. The address to which the notice shall be
mailed may be changed by written notice given by either party to
the other. Nothing herein shall preclude the giving of such
address change notice by personal service.
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17. Assignment and Subletting. WEST SEVENTH shall not assign or
transfer its rights or obligations under this agreement without
the written consent of the CITY, which consent must be obtained
prior to the execution of any agreement to sublease the CENTER.
WEST SEVENTH may, by agreement with other parties, permit such
other parties to rent space Prom WEST SEVENTH in order to conduct
programs and activities in the CENTER. The space will be
scheduled to meet the program needs of WEST SEVEI3TH and the CITY,
as well as other public and private agencies and organizations
serving the community. WEST SEVENTH may charge a reasonable fee
for such use to defray the cost of operating the community
center.
18. Costs for Major Repairs or Replacements. Major repairs or
replacements shall be defined as: The replacement, renovation,
retrofitting or non-routine repair of the structural parts and/or
service system components of a building, and the man-made
components of an improved site but not including discretionary
enhanCements, improvements or additions. Structural parts
include footings and foundations; beams, joists, columns; load
bearing walls, exterior walls and facade (excluding glass);
stairs, floors, decks, ramps, ceilings, roofs and roofing.
Service system companents include plumbing, electrical,
communications, heating, ventilating, air conditioning, security
systems and elevators; utility mains. Site components include
retaining walls, lighting affixed to the building, stairs, ramps,
sidewalks, railings, drainage structures, and erosion control.
The CITY shall be responsible for making any major repairs or
replacements, or shall make arrangements for said repairs or
replacements to be completed, except that WEST SEVENTH may do so
in emergencies. All major repairs or replacements are subject to
approval by the CITY.
The cost for major repairs or replacements shall be distributed
as follows:
A. WEST SEVENTH shall be responsible for the first
$999.00.
B. For costs from $1,000.00 to $4,999.00 WEST SEVENTH
and CITY shall each pay 50%
C. For costs greater than $4,999.00 the CITY'S
Capital Maintenance Program shall pay 100a, subject to
availability of funds. In the event that no funding or
only partial funding is available from said Capital
Maintenance Program, CITY shall pay 80o and WEST
SEVENTH 20% subject to availability of funds.
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D. In the event that no other Punding is available
the CITY shall pay 100°s.
E. Each July the CITY and WEST SEVENTH wi11 meet to
assess the maintenance needs for the coming year so
that appropriate budget planning can be done.
19. IItilities WEST SEVENTH and CITY shall share all costs for
utilities including: water, sewer, gas, electricity, phone, cable
communications and waste removal according to the following
percentages; CITY-20% and WEST SEVENTH-80°s.
20. Alterations. WEST SEVENTH will not make any alterations to
the premises without the written consent of the CITY, such
consent not to be unreasonably withheld. If WEST SEVENTH desires
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 WEST SEVENTH at its own expense. All such work
shall be performed under the CITY'S supervision and any improve-
ments made to the CENTER at WEST SEVENTH'S expense shall become
the property of the CITY at the end of the agreement term. WEST
SEVENTH agrees that all alterations will be done in a workmanlike
manner and in conformance with applicable building codes, that
the structural integrity and building systems of the CENTER will
not be impaired, and that no liens wi11 attach to the premises by
reason thereof.
21. Personael. WEST SEVENTH shall bear all costs and
responsibility for operation of its programs and personnel
administering its programs. WEST SEVENTH personnel are not
employees or agents of the CITY. In the provision of services &
programs set forth in Exhibit A WEST SEVENTH shall at all times
be free to exercise initiative, judgment and discretion as to how
to best perform or provide services, and is not acting under the
direction or supervision of the CITY. Nothing in this agreement
is intended to or should be construed in any manner as creating
or establishing the relationship of agents, partners, joint
ventures or associates between WEST SEVENTH and the CITY, or as
constituting WEST SEVENTH, its agents or employees as employees
of the CITY.
22. Surrender of Premises. WEST SEVENTH, at the expiration of
this Agreement, or any sooner termination of this Agreement,
shall quit peacefully and surrender possession of said property
and its appurtenances to CITY. WEST SEVENTH shall, at the
termination of the agreement, restore CENTER to as good order and
condition as the property was delivered to wEST SEVENTH, except
for normal wear and tear and repairs and replacements which were
the obligations of the CIfiY hereunder. WEST SEVENTH shall be
entitled to remove and retain all of its detached property of
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whatever kind that it may utilize in the CENTER unless attached
to the structure or mechanical systems, returned to it upon the
termination of this Agreement.
23. Indemnity. WEST SEVENTA agrees to indemnify, defend, save
and hold harmless the CITY and any agents, officers and employees
thereof from all claims, demands, actions, judgments, suits or
causes of action of any nature or character, arising out of WEST
SEVENTH'S use of the premises except to the extent such claims
arise out of CITY'S failure to maintain the premises in
accordance with this agreement.
24. Holdover. Any holdover by WEST SEVENTH after the expiration
of the term of this Agreement shall be deemed to be a tenancy
only from month-to-month. All other terms and conditions of this
Agreement shall be applicable.
25. Pollution and Contaminants. WEST SEVENTH 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.
WEST SEVENTH shall bear all costs and expenses except for those
agreed to be borne by the City in Paragraph 18, arising from com-
pliance with said ordinances, laws, rules, or regulations and
shall indemnify, defend, save and hold harmless CITY from all
liability, including without limitation, fines, forfeitures, and
penalties arising from the failure by WEST SEVENTH to comply with
its obligations under the immediately preceding sentence. CITY
shall have the right to perform cleanup and charge WEST 'SEVENTH
as additional costs for such costs should WEST SEVENTH fail to
comply.
26. Controlling Agreement. In the event there is any prior
existing contract or other agreement between CITY and WEST
SEVENTA (or its predecessor in interest) covering the subject
property, it is agreed and understood that this Agreement shall
cancel and terminate any prior contracts or agreements as of the
effective date of this Agreement.
27. Destruction. In the event oP damage to or destruction of
the CENTER or in the event the premises becomes untenable or
unfit for occupancy due to such damage during the term of this
Agreement, CITY may at its option:
A. terminate the agreement upon fifteen (15) days' written
notice to WEST SEVENTH; or
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B. within fifteen (15) days agree to restore the premises
within a reasonable time period following the casualty.
28. Svents of Default. The occurrence of any of the following
events during the term of this Agreement shall constitute an
event of default by WEST SEVENTH:
A. the filing of a petition to have WEST SEVENTH
adjudicated bankrupt or a petition for reorganization or
arrangement under any laws of the United States relating to
bankruptcy filed by WEST SEVENTH;
B. in the event a petition to have WEST SEVENTH adjudicated
bankrupt is filed against WEST SEVENTH, the failure to
dismiss such petition within ninety (90) days from the date
of such filing;
C. the assets of WEST SEVENTH or of the business conducted
by WEST SEVENTH on the CENTER be assumed by any trustee or
other pesson pursuant to any judicial proceedings;
D. WEST SEVENTH makes any assignment for the benefit of
creditors;
E. the failure by WEST SEVENTH to timely pay basic rent or
costs as required by this Agreement;
F. the failure by WEST SEVENTH to purchase or maintain the
insurance coverage required by this Agreement;
G. the failure by WEST SEVENTH or its surety to discharge,
satisfy or release any lien or lien statement filed or
recorded against the CENTER within sixty days after the date
of such filing or recording, whichever date is earlier if
WEST SEVENTH is liable for the lien.
It is an express covenant and agreement of WEST SEVENTH and
CITY that CITY may, at its election, terminate this
Agreement in the event of the occurrence of any of the
events described in this Article or in the Article relating
to liens by giving not less than ten days' written notice to
WEST SEVENTH; and when so terminated, CITY may reenter the
CENTER. This Agreement and its CENTER shall not be treated
as an asset of WEST SEVENTH�S estate. It is further
expressly understood and agreed that CITY shall be entitled
upon such reentry, notwithstanding any other provision of
this Agreement, to exercise such rights and remedies as are
provided in this Agreement.
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29. Default Remedies. In the event an Event of Default occurs
under paragraph 28 of this Agreement, CITY may exercise any one
or more of the following rem�dies:
A. terminate this Agreement, exclude WEST SEVENTH from
possession of the CENTER, and use its best e£forts to lease
the CENTER to or enter into an agreement with another agency
in accordance with applicable 1aw;
B. exercise any remedies available to it under the
Minnesota Uniform Commercial Code;
C. take whatever action at law or in equity may appear
necessary or appropriate to collect the basic costs and cost
reimbursement then due and thereafter to become due, or to
enforce performance and observance of any obligation, agree-
ment or covenant of WEST SEVENTH under this Agreement.
No remedy herein conferred upon or reserved to CITY 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 given under this
Agreement or now or thereafter existing 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 time to
time and as often as may be deemed expedient. In order to
entitle the CITY 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.
30. Default of Payment. WEST SEVENTH agrees that, should it
default on any payment owing and due to be paid to CITY as
provided in this Agreement, including but not limited to basic
costs, then the remaining unpaid balance shall, at the option of
the CITY, immediately become due. WEST SEVENTH further agrees
that the CITY may, at its option and without notice to WEST
SEVENTH, enter judgment against WEST SEVENTH in Ramsey County
District Court for the amount of the unpaid balance, and WEST
SEVENTH does.hereby confess judgment in the amount of the unpaid
balance due upon default, and does authorize the CITY to enter
judgment as provided above. WEST SEVENTH does hereby agree that
the CITY, at its option, may enter a judgment, at any time within
one year of 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.
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31. Payments in Case of Default. WEST SEVENTH shall pay CiTY
all costs and expenses, including reasonable attorney's fees in
any action brought by CITY to recover any rent due and unpaid
hereunder, or for the breach or default o£ any of the covenants
or agreements contained in this Agreement, or to recover
possession o£ said property, whether such action progresses to
judgment or not, if the CITY prevails.
32. RESOLUTION OF CONFI,ICT. Any management or operating
conflict arising under this agreement wHich cannot be resolved by
City and West Seventh through direct communication shall be
promptly submitted to non-binding mediation.
A. Mediation. CITY and West Seventh shall communicate
directly with the assistance of a neutral person who has no
authority to require any concession or agreement. Both
parties agree to cooperate and act in good faith to resolve
the matter(s) in dispute, and to participate in up to four
hours of inediation.
The mediator will accord con£identiality and privilege to
all communications with the parties. The mediator shall not
participate as a witness, collateral contact or attorney in
a conflict involving either party. Further, neither party
may call the mediator as a witness to testify in any
proceeding involving the subject matter of the mediation.
Any statements, discussions, offers, or demands during
mediation are confidential and shall not be used in any
subsequent proceeding.
B. Agreements. The mediator shall reduce to a written
agreement any resolution of conflict reached by the parties.
C. Selection of Mediator. The mediator shall be selected
by mutual agreement of the parties, or if the parties are
unable to agree, then parties shall request the Ramsey
County District Court Civi1 ADR Program to select a person
from its list of qualified neutral mediators.
D. Payment of Costs. The parties shall share the
mediator`s fees and disbursements equally unless they
mutually agree otherwise. The mediator shall provide the
parties with his/her fee disbursement schedule in advance of
mediation.
E. Applicability of Dispute Settlement Procedures. The
above procedures shall apply to any claims or controversies
regarding scheduling which the parties cannot resolve.
D � S�s
F. Bxhaustion o£ Remedies. The above procedures shall be
followed before either party shall apply to the Court for
relie£ and before the CITY exercises its power o£ final
authority.
G. City Retains Final Authority to Determine Issues.
Consistent with the City's responsibilities and law, the
City retains final authority to resolve any management or
operating conflicts regardless o£ the mediator's
suggestions.
33. Compliance with Laws. The property described herein may be
used for only the purposes stated herein. It is the sole and
exclusive responsibility of WEST SEVENTH in the use o£ the
property to comply with all laws, rules, regulations or
ordinances imposed by any jurisdiction affecting the use to which
the property is proposed to be put. Inability or failure by WEST
SEVENTH to comply with any of said laws, rules, requlations or
ordinances will not relieve WEST SEVENTH of the obligation to pay
the costs provided herein.
34. Non-Discrimination. WEST SEVENTH for itself, its personal
representatives, successors in interest and assigns, as a part of
the consideration hereof, does hereby covenant and agree, that:
A. no person, on the basis of race, sex, sexual or
af£ectional orientation, color, creed, religion, age,
disability, marital status, familial status, status with
respect to public assistance or national origin or ancestry
shall be excluded from participating in, be denied the
benefits of or be otherwise subjected to discrimination in
the use of said CENTER;
B. that in connection with the construction of any improve-
ments on said CENTER and lands and the £urnishing of
services thereon, no discrimination shall be practiced in
the selection of employees and contractors, by contractors
in the selection and retention of first tier subcontractors,
and by first-tier subcontractors in the selection and reten-
tion of second-tier subcontractors;
C. that such discrimination shall not be practiced against
the public in its access in and use o£ the facilities and
services provided for public accommodations (such as eating,
sleeping, rest and recreation) constructed or operated on
the CENTER; and
D. that WEST SEVENTH shall use the CENTER in compliance with
all other requirements imposed pursuant to the Saint Paul
Legislative Code Chapter 183.
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35. I�iens. WEST SEVENTH shall not permit mechanic's liens or
other liens to be filed or established or to remain against the
CENTER for labor, materials or services furnished in connection
with any additions, modifications, improvements, repairs,
renewals or replacements made to the CENTER at the request of
WEST SEVENTH; provided that if WEST SEVENTH 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 acceptable to the CITY equal to the amount of the claim of
lien, WEST SEVENTH may in good faith contest any such claims or
mechanic's or other liens filed or established and in such event
may permit the items contested to remain undischarged and
unsatisfied during the period o£ such contest. If, in the
opinion of the CITY, the nonpayment of any such items subjects
the CENTER to any loss or forfeiture, the CITY may require WEST
SEVENTH to use said escrow account to promptly pay all such
unpaid items and if WEST SEVENTH fails to pay from said escrow
account, the CITY may pay and charge WEST SEVENTH.
36. Eminent Domain. In the event the entire CENTER is taken by
eminent domain, or such portion thereof is so taken that in WEST
SEVENTH'S reasonable judgment it is uneconomic thereafter to
restore the CENTER and proceed under the terms and provisions of
this Agreement, WEST SEVENTH may terminate this Agreement by
givinq to CITY thirty days' written notice of termination,
effective as of the date on which the condemning authority
acquires legal title or physical possession of the CENTER. WEST
SEVENTH hereby waives and releases any claim to or share in the
Award of Compensation for the taking, notwithstanding any other
provision of law, this Agreement or any other agreement. WEST
SEVENTH may to the extent otherwise permitted in the eminent
domain proceeding, remove its own furnishings and equipment at
its own expense.
37. Reports, Records and Other pocuxnents. WEST SEVENTH shall
furnish the CITY with an annual report within one hundred fifty
(150) days after the close o£ each calendar year setting forth a
general financial accounting of the operation of the CENTER, and
without limiting the generality of the foregoing, such report
shall include:
A. The names and addresses of the officers and directors of its
governing body and the principal administrative staff officers
operating within the CENTER;
B. A statement o£ the nature and extent of the activities and
programs carried out during the preceding year; and a summary of
client evaluations of said services;
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C. A certification that WEST SEVENTH has operated the CENTER in
accordance with the provisions set forth in this Agreement;
D. The status of a11 insurance required to be maintained by
WEST SEVENTfi in accordance with the provisions set forth in this
Agreement:
E. A statement of revenues and expenditures, if any.
F. A report about all subleasees and the programs they offer.
WEST SEVENTH shall further submit to the CITY such other and
additional data, reports and copies of records and documents
relating to its operations of the CENTER as the CITY may require.
Such data, reports, and copies of records and documents shall,
upon submission, become the property of the CITY.
38. Agreement Administrators. The Agreement Administrator for
the CITY is the Director of Parks and Recreation or such other
person designated in writing by the CITY. The Agreement
Administrator for WEST SEVENTH is its Executive Director.
39. Agenda. By October 31st each year, WEST SEVENTH will supply
the CITY with an agenda of programs and services which it expects
to conduct during the next calendar year, and the CITY may, in
writing, provide suggestions for additional program content
andlor modi£ication.
40. Severability. In the event any provision of this Agreement
is deemed unconstitutional, illegal or void as a matter of law,
the parties agree that a11 0£ the provisions of this Agreement
which are not affected by such an occurrence shall constitute a
full and complete Agreement between the parties.
41. Amendment o£ Agreement. This Agreement may be amended upon
the mutual agreement of CITY and WEST SEVENTH. All amendments
shall be in writing and effective upon execution of duly
qualified officers of CITY and WEST SEVENTH.
This document contains the entire Agreement between the parties.
The terms of this Agreement are contractual and not a mere
recital. 'No promise, inducement or_representation other than
what is set £orth in this Agreement has been made, offered or
agreed upon by either party. The undersigned parties have fully
read the foregoing Agreement in its entirety, have been fully
advised by their counsel, know and understand the contents and
sign the same as their £ree act and deed.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals the day and year in this Agreement first above-written.
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For WEST SEVENTH
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� I � ��z 1J.y�, � /� _ � r: ,ll�,.,
Assistan-y City Attorney�
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For CITY OF SAINT PAUL
Mayor
���i�."�'� ✓" ; ` �
Director, Parks and
Recreation
Director, Financial Services
City Clerk
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