08-1354Return copy to: jmb
Public Works Tech. Services
1000 City Hall Annex
OF
Presented by
RESOLUTION
Council Rile #�
Green Sheet # 3064475
NT PAUL, MINNESOTA
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2 WFIEI2EFORE, the I�o�s�and Redevelopment Authority of the City of Saint Paul, Minnesota, ("HRA")
3 and the City of Saint Paul ("City") mutually agree to enter into a Agreement ("AgreemenY'), attached as
4 Exhibit A, for the purpose of allowing the City to construct a fire station at Randolph Avenue and West
5 Seventh Street; and
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WHEREFORE, HRA is the fee owner of certain real property with addresses of 1010 West Seventh Street,
633 and 635 Randolph Avenue ("HRA Property"), legally described in the attached Agreement, which was
acquired for the fixture conveyance to the City for the purpose of constructing a fire station; and
WHEREFORE, it has been determined that the City will purchase the HRA property by March 31, 2009
(exact date to be determined) for the suxn of $1,100,OD0 and interest to the specific terms of the Agreement;
now therefore, be it
RESOLVED, that HRA grants to the City and its assigns, subject to the terms of the attached Agreement,
non-exclusive license to enter the IIRA property for the purpose of activifies consistent with construction of
the planned fire station; and be fitrther
RESOLVED, that the HRA property will later transfer to the City, upon City's payment to HRA, without
separate purchase agreement, per terms of the Agreement; and be it finally
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Lanhy
Stark v
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RE SOLVED, that proper City officials are hereby directed and authorized to execute the Agreement.
Yeas Nays Absent Req,#�e ed by D � t of. Public Wo s, Real Estate
Bostrom ,/ �
Carter °
Adopted by Council: Date �a�����
Director ofFinance:
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Form Approv $ i o
gy; �' �i.. �
Adoption Certified by Council Secretary Form Ap v d by�Ia or fo i issio o Council
BY� � � ` i> By: ` Y
Approv M�yor1/ D� �(� g
BY� Y 1
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� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
.a _ r2�t�
W . �„
DepartmenU�ceJCouncil: Date InRiated:
PW_PublicWorks Zo-NO�-o$ Green Sheet NO: 3064475
Contact Person & Phone: Department , nt To Person InitiaUDa e
Jean Borqen y 0 ublicworks , . �
266-5$66 I blicWorks Cs �(� De ar�eotDirector �j�-g
� 2 ' Attome ChadStsnl
Must Be on Council Agenda by (Date): Number
For 3 or's �ce Ma or/Assistant
Routing 4 omcil �
Doa Type: RESOLUTION Order 5 ' Clerk C5 Clerk
E-DOCUment Required: Y
DocumeM Contaet:
� Contaet Phone:
Total # of Signature Pages (Clip All Locations for Signature)
Action Requested:
CONSENT AGENDA. Approve the resolution to authorize agreement between HRA and City to allow City access on HRA
property to build fire starion at West 7th & Randolph. Further authorize property to kansfer from HRA to City for $I,lOQ000 and
interest, per terms of the attached License Agreement.
Recommendations: Approve (A) or Reject (R): personal Service Contrects Must Answer the Following 4uestions:
Planning Commission 1. Has lhis person/firtn ever worked under a contract for this departrnent?
CIB Committee Yes No
Civil Service Commission 2. Has this person/firtn ever been a city empioyee?
Yes No
3. Does this person/firm possess a skill not nortnally possessed by any
current dry employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet.
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
City is prepazed to begin construcrion of FS 1& 10, but has not completed purchase of property from HItt1 who purchased and
assembled the site for the purpose of building ihe fire station.
Advantages If Approved: -
Proper insurances and liability protections will be in place for construction o£FS prior to property transfer.
DisadvantageslfApproved: - �
noneforeseen
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Disadvanqges If Not Approved: � ' � �
Potential issues not addressed by formal license ageement. �
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Total Amount of �
Trensaction: CosURevenue Budgeted:
Funding Source: Activity Number:
Financial Information: Land purchase part of lazger FS project approved as $15,200,000 bond funding.
(Explain)
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Navember 20, 2008 10:39 AM Page 1
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Exhibit 'A'
LICENSE AGREEMENT ��S i 35�
(�re Station-Randolph/West 7th)
THTS LICENSE AGREEMENT (this "AgreemenY') is dated as of the _ day of"
October, 2008, between the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota, a public body corporate and politic organized under the laws of the State of
Minnesota, whose address is suite I 100, 25 West 4` Street, St. Paul, Mn 55102 (the "HRA"),
and the City of Saint Paul ("Licensee"). -
RECITALS
A. The HRA is the fee owner of certain real property with address of 1010 W. 7`
Street, 633 Randolph and 635 Randolph; legally described on Exhibit A attached hereto (the
"HRA Property") which was acquired for the future purpose of conveyance to the Licensee for
construction of a fire station.
B. Licensee also owns property adjacent to the HRA Property ("Licensee's
Property").
C. Licensee desires to enter upon the HRA Property for the puxpose of construction
of the fire station (the "Permitted Activities").
D. The HRA is willing to grant to Licensee a license to conduct the Permitted
Activities on the HRA Property, subject to the terms and conditions of this Agreement.
E. By March 31, 2009 (exact date to be determined), the Licensee will purchase the
HRA Property from the HRA for a price of $1,100,000 plus interest at the City's pool rate from
the dates of acquisition of the HRA Property by the HRA on behalf of the City, and the HRA
will sell the HRA Property to the Licensee for this price. No separate purchase agreement will be
entered into for this purchase and sale.
NOW, THEREFORE, in consideration of the mutual promises of the parties contained
herein, the receipt and sufficiency of which aze hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. GRANT OF LICENSE. The HRA hereby grants to Licensee, its employees,
agents, and customers, a non-exclusive license to enter into and upon the HRA Property (the
"License"), solely and exclusively for the purpose of conducting the Permitted Activities on the
HRA Property. This Agreement is granted subject to all the terms and conditions set forth
herein. Licensee acknowledges and agrees that this Agreement creates a license oniy and that
Licensee does not, and shali not claim any title, interest or estate of any kind or extent
whatsoever, including, but not limited to any fee, leasehold or easement interest in the HRA
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Property by virtue of this License or Licensee's use of the HRA Property in accordance herewith.
2. RESTRICTIONS ON USE OF LICENSE. In addition to the restrictions upon
usage of the HRA Property as expressly described herein and necessarily implied by the License
granted by Section 1 above, Licensee shall exercise ai] reasonabie efforts to undertake all aspects
of the Pernutted Activities in the least intrusive manner possibie, so as to minimize the impact
and effect such activities may have upon the HRA and the general public's use of adjacent streets
and sidewalks.
3. EMPLOYEES, AGENTS, AND CU5TOMERS. The Permitted Activities may be
performed by Licensee through its employees, agents, and customers. For the purposes of this
Agreement, the actions and omissions of such employees, agents, and customers shall be deemed
to be the actions and omissions of Licensee.
4. ACCESS TO PROPERTY FOR INSPECTION. Licensee shall permit
governmental authorities with jurisdicUon over the Permitted Activities to enter the HRA
Property for the purpose of inspecting or monitoring progress of the Pernutted Activities.
Licensee shall permit the agents and representatives of any insurance companies that are insuring
the HRA Property, the Pernutted Activities or Licensee access to the HRA Property for the
purpose of monitoring progress of the Permitted Activities.
5. TERM. The term of this Agreement shall commence as of the Effective Date (as
defined in Section 16 below) and shall ternninate on the earliest occurrence of the following
events: (a) 30 day written notice of the ternrination of this License by Licensee or HRA; or (b)
the date on which the HRA property is sold to the Licensee.
6. LIENS. Licensee shall not permit any lien ar encumbrance upon the HRA
Property resulting from its activities thereon.
7. DAMAGE TO PROPERTX. If any of the HRA Property is damaged by Licensee
in connection with the Pernutted Activities, Licensee shall, upon request by the HRA, promptly
repair (or arrange for the repair of) such damage at the sole cost and expense of Licensee.
8. INDEMNITY. Licensee shall indemnify, defend and hold harmless the HRA
against any and all claims, demands, actions, suits, judgments, losses, damages, expenses,
penalties, fines, sanctions, court costs, litigation costs, and reasonable attorneys' fees
(collectively referred to herein as "Claims") asserted against or incurred by the HRA, its
successors, designees and assigns, for injuries to persons and/or entities (including, without
IimitaUon, loss of life), for damage, destruction or theft of property, or for any other losses or
liabilities that may be sustained directly or indirectly due to the condition of the HRA Property or
the activities, operarions or use of the HRA Property by Licensee, its successors, agents,
employees, and customers and representatives of any kind, and all those claiming by or through
them.
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9. CONDTTION OF PROPERTY; ASSUMPTION OF RISK. Licensee
acknowledges that it (a) has physically inspected the HRA Property, and (b) accepts the HRA
Property with full knowledge of the condition thereof, without any representations or warranties
of any kind from the HRA. Licensee is also fully aware of the risks of using the HRA Property
and knowingly assumes the risk of hann (e.g., injur}� to or death of persons and damage to or
destruction of property) tt�at may occur while on and about the I3RA Property.
10. INSURANCE. Licensee shall at its own expense obtain and keep in force
personally or through its contractors, insurance coverage as follows:
Public Liability, Bodily injury at an amount no less than One Million Two
Hundred Thousand ($1,20Q000.00) each occurrence and Two Million Four
Hundred Thousand ($2,400,000.00) aggregate.
Public Liability, Property Damage — One Million Two Hundred Thousand
($1,200,000.00) each occurrence and Two Million Four Hundred Thousand
($3,400,000.00) aggregate.
Auto Insurance, Bodily Injury — Seven Hundred Fifty Thousand ($750,000.00)
each occurrence and One Million ($1,000.000.00) aggregate.
Auto Insurance, Property Damage not less than Fifty Thousand ($50,000.00) per
accident
Workers Comp amount per Minnesota Statute
Employers Liability not less than Five Hundred Thousand ($500,000.00) per
accident, Five Hundred ($500.00) per employee, and Five Hundred ($500.00) per
disease policy limit
Pollution Liability, Two Millaon ($2,000,000.00) per occurrence.
Licensee shall promptly furnish certificates of insurance evidencing compliance with this
Section including "Housing and Redevelopment Authority of the City of Saint Paul, Minnesota"
as addirional insured, with coverage effective as of the date the Permitted Acrivities are
commenced, and a provision requiring not less than Chirty days' written notice to the HRA of
cancellation or change in the policy.
I1. PERMTT'S AND LICENSES; COMPLIANCE WTTH LAWS. Licensee shall
secure all permits, approvals and licenses required in connection with the Pernutted Activities,
and shall comply with all laws applicable to the Pennitted Activities including, but not limited
to, any laws, standards, regulations, and permit requirements relating to environmentai pollution
or contamination or to occupational health and safety. Further, Licensee acknowledges and
agrees that all Permitted Activities shall comply with the code and ordinances of the City of
Saint Paul.
12. REPORTS AND STUDIES. Not applicable.
13. DEFAULT; ENFORCEMENT OF AGREEMENT. In the event of a breach or a
threatened breach by Licensee of its obligations under this Agreement, and after the HRA's
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delivery of thirty (3�) days' prior written notice of said breach or threatened breach (or, without
any notice in the event of an emergency where public health or safety is endangered), Licensee
agrees that it shali immediately surrender and vacate the HRA Property and restore the HRA
Property to a condiUOn that is at least as good as the condition on the date of this Agreement.
Licensee further acknowledges and agrees that no remedy conferred upon or reserved to the
HRA is intended to be exclusive of any other available remedy or remedies, and thus the HRA
shall be entitled forthwith to full and adequate other relief under both law and equity to enforce
Licensee's obligations hereunder, inciuding, but not limited to an action for money damages. If
Licensee defaults under any of the provisions of this Agreement and the HRA employs attomeys
or incur other expenses for the collection of amounts due hereunder or the enforcement of
performance of any obligation or agreement on the part of Licensee, Licensee will on demand
pay to the HRA the reasonable fee of such attorneys and such othez expenses so incurred.
14. TTTLB TO PROPERTY. The HRA makes no representations or warranties
whatsoever regarding its title to the HRA Property.
15. MAINTENANCE AND SIGNAGE. Licensee is responsible for maintaining the
lot including but not limited to snow removal and keeping the lot safe and in proper maintenance
for construction purposes.
16. AGREEMENT EFFECTIVE WHEN SIGNED. This Agreement shall become
effective when all parties have signed it (the "Effective Date").
17. TRANSFER/ASSIGNMENT. Licensee shall not transfer or assign any of its
rights hereunder without the prior written consent of the HRA. Any such transfer or assignment
made without the prior written consent of the HRA shall be null and void and of no force or
effect and shall entitle the HRA to temunate tlus Agreement.
18. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Minnesota, without reference to the choice of law rules
thereof.
19. ENTIl2E AGREEMENT. This Agreement is the full, compiete, and entire
agreement of the parties with respect to the subjects hereof, and any and all priar writings,
representations, and negotiarions with respect to those subjects are superseded by this
Agreement.
20. HEADINGS. The headings used in this Agreement are provided solely as a
convenient means of reference. They are not intended to, and do not, limit or expand the purpose
or effect of the paragraphs to which they aze appended. The headings shall not be used to
construe or interpret this Agreement.
21. SINGULAR AND PLURAL. As used in this Agreement, the singular form of a
word includes the plurai form of that word, and vice versa, and this Agreement shali be deemed
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to include such changes to the accompanying verbiage as may be necessary to conform to the
change from a sinb laz to plural, or vice versa.
22. SURVIVAL. The terms and conditions of Sections 7, 8, 9, 10, 13 and 14 shall
survive the expiration or ternunation of this Agreement or the License.
23. COLTNTERPARTS. This Agreement may be executed in counterparts, all of
which when taken together shall constitute one and the same agreement.
(The remainder of this page has been left blank inter�tionally. The signature pages follow. )
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SIGNATURE PAGE TO
LICENSE AGREEMENT
(Parking lot)
HOUSING AND REDEVELOPMENT
AUTHORITY FOR THE CITY OF SAINT
PAUL, MINNESOTA
Approved as to form:
IC��
Assistant City Attorney Its:
Date: , 2007
o�-i3�y
Approved as to form:
Assistant Citv Attornev
Date: , 2008
SIGNATURE PAGE TO
LICENSE AGREEMENT
(Parking lot)
CITY OF SAINT PAUL
By
Its: Mayor
By
Its: City Clerk
By
Its: Director of Financial Services
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EXHIBIT A
Legal Description of IiRA Property
Lot 23 and Lot 24, Block 31, Thomas Daly's Subdivision of Blocks 18 and 31 of Stinson,
Brown and Ramsey's Addifion to St Paul, Ramsey County, Minnesota
And
ParCel 1. That part lying southeast of West Seventh Street of Lots 17, 18, and 19, Siock 31,
Thomas Daly's Subdivision of Biocks 18 and 31, Stinson, Brown and Ramsey's Add., except those
parts of above described lots lying Southeasterly of West Seventh Street and Northwesterly of a
line which is parallel with and 47 f�t Southeasterly from the original center line of West Seventh
Street; also that part of said Lot 17 lying Southwesterly of the following described line:
commendng at a point on said parellei line 6 feet Northeasterly from the point of its intersection
Hrith the North line of Randoiph Street; thence Soutlieasterly to a point on the North line of
Randoiph Street 6 feet East from said point of intersection, together wi[h a perpetual easement
for the passage and repassage of trucks, automobiles and vehicles of alI kinds over a triangular
piece of iand in the northwesterly corner of Lot 20 of said Block 31 of said Subdivision, described
as follows:
8eginning at a point on the northerly fine of said Lot 2d as the same shaif be established after
consummation of the proposed condemnation by the City of St. Paul of land on the northerly end
of said LoC 20 for the widening of West Seventh Street, 10 feet easter{y of the westerly fine of of
said Lot 20; running thence in a southwesterly direction along said northerly line of said Lot 20 as
so established, to the Westerly Isne of said lat; running thence south aiong the westerly {ine af
said Lot 20 a distance of 10 feet, and thence running in a straight �ine to the place of beginning.
Parcel 2. Aii that part of Lot 7, Block 31, Thomas Daly's Subdivision of Blocks 18 & 31, Stinson,
Brown and Ramsey's Add., lying southeasterly of Seventh Sh�eet, except therefrom the following
described portion, to-wit: Commenc�ng at a point on the southerly line of Lot 7, Biock 31,
Thomas Daly's Subdivisio� of Blocks Nos. 18 and 31 in Stinson, Brown & Ramsey's Add.,16 f�t
west of the southeast comer of said Lot 7; thence running north parallel with easteriy line of said
Lot 7 to a point on the southerly Iine of Seventh Stxeet; thence southwesterly along the southerty
line of Seventh 5treet to a point at the intersection of the southerly line of said Lot 7; thence east
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along the southerty line of said Lot 7 to the place of beginning; and also exoept therefrom the
foilowing described portion: that part of the East 16 feet of Lot 7, Biodc 31, Thomas Dalys
Subdivision of Bloctcs Nos. 18 and 31 in Stirnon, Brown & Ramsey's Add., lying southeasterty of
West Seventh Street and nortfiwesterly of a Iine which is parallel with and 47 feet southeasteriy
from the original center line of West Seventh Streek
Parcet 3. That past of Lot 6, 61odc 31, Thomas Da}y`s Subdivision of Biocks 18 & 31, Stinson,
Brown and Ramseys Add., Iyfrtg Southeasterly ot a line parallel to and 4� Feet Southeasteriy from
the original centerline of West Seventh Street,
(Parcels 1, 2, and 3 are Torrens, Certifiqte of Title No. 532084)
Paroel 4. A11 of Lot 20, except that part taken for Fort Street, now West Sevend� Street, and
except that part of said lot described as follows:
Commencing at the Northeast comer of said Lot 20; ther�ce West 16 feet; thence South 24 feet;
thence East 16 feet; thence North 24 feet to the place of beginning, all in Blodc 31, Thomas
Daly's Subdivision of Blocks 18 and 31 of Stinson, Brown and Ramsey's Addition to St. Pau(,
Ramsey County, Minnesota.
Parcel 5. Lots 21 and 22, Biock 31, Thomas �Daly's Subdivision of Blocks 18 and 31 of Stinson,
Brown and Ramsey's Addition to St. Paul, Ramsey County, Minnesota.
(Parcels 4 and 5 are Abstract}
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