10-756Council File # 10-756
Green Sheet # 3115517
Presented bv
ITY OF �Q�I�YPAUL, MINNESOTA
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W HEREAS, tt�e Gty of Saint Paul has leased space at Midway Stadmm to the St. Paul Samts Pmfessional Basebal]
CI�b (Saints) smce 1993 for its home field and offices, and
�4 HF,RF.AS, ihe Samts have been a populac and successful entertainment attract�on for the citizens of Saint Paul, and
WHEREAS, the Saints have contributed to fac�lity improvements to Midway Stadium, and
\VHEREAS. the lease between the City and the Samts has exp�red and a new lease is necessary for the Saints to
conunue using space at NIidway Stadium, and
WHEREAS, the Sa�nts have stated a desire to contrnue using Midway Stadium as its home field and office,
NOW BE IT RESOLVED, that Saint Paul Ciry council d'uects the appcopriate City officials to entec into the attached
lease agreement with the Saint Paul Samts Professional Baseball Club, Inc.
i Y eas
Bosnam /
' Carter i/
Harns �
Helgen �/
Lantry i /
Stark �
Thune �/
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9dopted by Counml: Date _ 7
Adop[�on Certified by Counc� Secie
By: /
Approve by ayo . Date i
By - -
Nays � Absent I Reques d by De arrinentof� Parksand Recreation
�.�, ��-U,,, �-, �u �� �
By:
Approve by the Office f Financial Services ��
By � 9��
Approved by Ci y Attorney �
BY� /� iw!/t � •-,rv.-,
Approved y or for S missio to Council
By:
10-75
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet
PR _ Parks and
, Contact Person & Phone:
i Gary Korum
266-6408
I Must Be on Council Agenda by (Date):
14JUL-10
T RESOLUTION
E-DOCUment Required: Y
Document Contact: Gary Korum
ConWCt Phone: 266-6408
28JUN2010 ; Green Sheet NO: 3115517
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+ Assign 2
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Number � 3
i Por i
� Routing 4
i Order i 5
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Total # of Signature Pages _(qip All Locations for Signature)
Authorize the Pazks and Recreation Deparhnent to enter into a new up to three-yeaz lease agreement with the Saint Paul Saints
Baseball Club, Inc. for space at Midway Stadium.
Recommendations. Approve (A) or Reject (R):
Planning Commission
CIB Committee
Civil Service Commission
Personal Service Contracts Must Answer the Following Questions:
1. Has this person/firm ever worked under a contract for this department?
Yes No
2. Has this person/frm ever been a city employee?
Yes No
3. Does this personlfirm possess a skilf not normalty possessed by any
current city employee?
Yes No
Explain aIi yes answers on separate sheet and attach to green sheet.
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
The lease agreement with the Saint Paul Saints for use of Midway Stadium has expized and a new lease must be executed.
AdvantageslfApprovetl:
The Saints will be able to use Midway Stadium as their home field and office. The City will have an appropriate anchor tenant for
Midway Stadium. The citizens will continue to have a popular entertainment attraction available.
Disadvantages If Approved:
None
Disadvantages If Not Approved:
The Saints will be required to find a new home. The citizens of Saint Paul will lose a popular entertainment attracrion.
Total Amount of $165,000.00
Trensaction:
Funding source: Lease Fees
Financial Information:
(Explain)
CostlRevenue Budgeted: Y
Activity Number: 334-33182
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July 6, 2010 11:00 AM Page 1
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10-756
AGREENLENT
THIS AGREEMENT, made and entered into as of this day of ,
2010, by and between the CITY OF SAINT PAIJL, a municipal corporation, hereinafter refened
to as the "Cit�' and the Saint Paul Saints Baseball Club, Inc., a corporation re�stered to do
business in the State of Minnesota, hereinafter referred to as "Saints".
WTTNESSETH:
WHEREAS, the Saints operate a professional baseball team in the City of Saint Paul and
for that purpose desire to enter into a non-exclusive lease of Municipal Stadium, 1771 Energy
Pazk Drive, Saint Paul Minnesota 55108, in the City of Saint Paul, hereinafter designated as
"Stadium", and
WHEREAS, the City believes that this is an appropriate use of the Stadium and that
there is a public purpose in allowing the Saints to have non-exclusive use of the property for
baseball games to which the public has access, while still maintaining ownership and control of
the Stadium for other athletic and recreational events.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
L LEASED PREMISES.
Specifically, in consideration of the payments set forth in Paragraph 4 below, the City
agrees to lease certain portions of Midway Stadium, located at 1771 Energy Park Drive,
St. Paul, Minnesota 55108, to the Saints for the purpose of playing professiona] baseball
games in its professional baseball league's regular and playoff seasons, plus additional
dates fox "tryouts" and practices and up to twelve (12) additional dates per year on which
the Saints may host or promote other special events at the Stadium. The Saints are hereby
granted exclusive rights to provide concessions at all Stadium events, to market and sell
adveftising (including, but not limited to signage as further set forth in Section 6.1,
below, promotional, broadcast, cable-cast ar telecast) packages and tickets or admissions
for aA Stadium events, except as otherwise described specifically herein. The portions of
the Stadium, which are to be leased are as set forth in Exhibit A, attached hereto and
incorporated herein.
2. TERM OF LEASE.
This lease shall be in effect from a term of one year commencing and ending on the dates
indicated below, unless earlier terminated by the Lessor as provided herein.
Term Initial Date Ending Date
One year October 1, 2009 September 30, 2010
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Provided notice is b ven by August l of each year following the initial one (1) year
lease, and upon mutual a�eement, the City and Saints sha11 have the right to renew this
a�eement for up to two (2) one-year terms commencing each year on October 1, and
ending on September 30 of the following year.
3. USE OF PREMISES.
3.1 That the area of the Stadium designated as locker rooms are for the exclusive use of the
Saints and its opponents during the Saints schedule for professional baseball including
practices and tryouts. The locker rooms will revert to the control of the City during that
portion of the season when baseball is not being played, provided that appropriate
security arrangements aze made by the City to insure that the property of the Saints and
their team is adequately protected. Subject to such security arrangements being made by
the City, the Saints shall make the locker rooms available to the City for use by teams
participating in the Minnesota State High School Baseball Tournament annually, and for
use of the visitors' locker room by amateur teams on days when no Saints games are
scheduled at the Stadium.
3.2 That the City does hereby grant unto the Saints its permission to use the playing field and
spectator areas for the playing and viewing of baseball prior to and during the baseball
season and on such other dates as may be agreed upon by the Saints and the City as here-
in-under provided. Such playing dates will not exceed sixty (60) regular game dates per
season, twelve (12) additional dates per calendar year for non baseball special events, and
such other dates as are reasonably required for try-outs, practices, exhibition games,
playoff games, an all-star game, and one or more championship series. Such special
events specifically shall not include game-day related events or activities.
3.3 That the Saints shall have entire charge of the grandstands, bleachers, locker rooms, and
playing field of the Stadium beginning seven (7) hours before the scheduled hour start of
a day or night game.
3.4 On game or other Saints event days the Saints shall have exclusive use of all stadium
ticket windows, gate entrances, umpire rooms and press boxes.
3.5 That the City shall provide the area of the building designated as Aoffice area@ and such
storage space as the City makes available in the Stadium year around for the duration of
this a�eement. What are included and excluded as Aoffice area@and Astorage spaceC are
more specifically defined in Exhibit A of this agreement.
4. SCAEDULING OF DATES.
4.1 The Saints shall be considered the Stadium's primary tenant and as such shall be accorded
the privilege of securing the dates it needs for games and practices for each baseball
season before any dates are offered to any other entity. Notwithstanding the above, the
City shall have the right to book the Stadium for the Minnesota State High School
League Baseball toumaments, provided notice thereof is fumished to the Saints by
November 1 st of the preceding year.
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4.2 The Saints shall inform the City by January 1 of each year of their home game and
potential playoff schedule for each season. In the event the Saints are not in the playoffs,
the right to schedule events for those dates will revert to the City.
43 The Saints shall schedule times for team practices in coordination with overall usage by
the City. The City shall make every reasonable effort to accommodate the Saints for
these needs, and the Saints shall be reasonable in understanding the City's opportunity to
schedule revenue producing events at times other than when the Stadium has been
reserved for Saints games and practices.
4.4 The Saints shall be allowed to book the Stadium for up to twelve (12) additional dates for
other than baseball events at any time. The Saints shall make reasonable efforts to notify
the City at least 30 days in advance of their intent to use one of the twelve (12) dates. If
the date(s) are available, the City will award the date(s) to the Saints. However, the City
shall be under no obligation to cancel a previously scheduled event to accommodate the
Saints far this purpose. At all times the City shall have the right to appmve the event
being scheduled by the Saints, which approval shall not be unreasonably withheld.
5. CONCESSIONS.
5.1 That the Saints shall have the exclusive rights to all food, beverage and merchandise
concession sales at the Stadium beginning October 1, 2003, and continuing through the
term of this agreement.
5.2 The privileges hereby granted are those usually exercised by concessionaires at a baseball
and athletic park of the same kind as the Stadium and includes the exclusive privileges to
sell peanuts, popcorn, soft drinks, beer, wine, hamburgers, wieners, programs, and other
food, beverage, promotional items, etc. Due to the nature of certain events scheduled at
the Stadium other than Saints games or events, the City has the right to prohibit beer and
wine sales by the Saints at such events.
5.3 The Saints shall comply with all sanitation and health laws, ordinances, rules and
regulations which may now or hereafter be in force and effect, and shall obtain any
licenses necessary to conduct concession sales. This includes upn ading equipment, if
necessary, to comply with rules and regulations for services the Saints wish to provide
outside of traditional concession sales from stationary food stands which are part of the
facilities.
5.3.1 All food vendors allowed in the premises must be properly licensed, and the Saints must
notify the Department of Safety and Inspections in advance of food promotions and
giveaways to ensure the proper licensing of such activities.
5.3.2. No sterno may be used as a heating source at Midway Stadium.
5.33 All the stands need to have proper fire extinguishers at all times.
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5.3.4 The caterers to the press box, the players and other functions need to be licensed.
5.3.5 Saints are responsible for cleaning and sanitizing all facilities between uses, particularly
the "tail�atin�' area and the hot tubs.
53.6 The hot tubs must be licensed and aze to be properly maintained between uses.
5.4 That the Saints will provide concession service for all City sponsored events at the
Stadium, unless said concession service for a particulaz event is deemed as unnecessary
by the City.
S.5 That the Saints shall have the exclusive rights to all souvenirs and programs sales at the
Stadium for their games and for any other events that the Saints schedule at the Stadium.
The City shall have the right To award souvenir and program sales to third parties using
the Stadium for other than events and/or games sponsored by the Saints.
6. ADVERTISINGIMEDIA.
6.1. The Saints shall have the right to place advertising on the inside of the fence at said
Stadium, and other interior locations within or on the Stadium, upon additional fencing
which may be constructed by the Saints above the existing outfield fence and on such
other locations in or around the Stadium which other locations will be subject to mutual
agreement between the Saints and the City. All rights of advertisers and others obtained
through the Saints concession rights shall end with the termination of this agreement.
The City shall have the right to approve all such advertising for public suitability prior to
it being finalized by the Saints, which approval may not be unreasonably withheld.
Notwithstanding anything in tlus Agreement, signage must at a11 times comply with the
requirements contained in Chapter 66 of the Saint Paul Legislative Code, and failure to
maintain compliance with those requirements shall be a breach of the Agreement.
6.2 It is understood and agreed that the Saints shall have exclusive radio, internet broadcast
and television broadcast or cable-cast rights and privileges for the Saints games played at
the Stadium and for other events sponsared by the Saints, but rights and privileges shall
not extend to any other game, performance, or exhibition in the Stadium.
6.3 The Saints may provide signage inside and outside the stadium to inform the public that
the Stadium is the home of the Saints.
6.4 The Saints may secure a naming rights sponsar for the Stadium for the term of trris
Agreement. The City maintains the right to approve any arrangement prior to execution
of an agreement by the Saints, and may require that the issue of naming rights be subject
to a sepazate agreement with the City. The Saints will provide the City with 20% of the
entire value of the sponsarship agreement attributable specifically to the naming rights,
including both cash rights and the value of any trade-offs including but not limited to
services, products and marketing.
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7. TAXES.
Parties concur that the current use of the Stadium does not result in a change in the tax-
exempt status of the premises, pursuant to Minn. Stat. § 272A1. If at any time during the
term of this Agreement there are changes to the state tax laws which would impact the
tax-exempt status of the property due to the nature of this Agreement, parties a�ee to
meet and negotiate to determine whether an Amendment is needed to address the
monetary impact on either party.
8. RIGHT OF ENTRY.
This A� does not give exclusive use of the entire Stadium premises to the Saints
and the City retains the ri�t at all times during the term to use such portions of the
premises as it may reasonably do consistent with the terms of this A�eement. The Ciry
additionally retains the right to enter into or upon the premises leased to the Saints during
reasonable business hours, or in the event of an emergency, at any time for any legitimate
purpose.
4. CTTY RESPONSIBILITIES.
9.1 The City shall be responsible for keeping the Stadium, together with all structures,
buildings, and improvements considered as Stadium or City property, thereon, and all
electrical and other fixtures and equipment of every kind and nature, excluding
equipment owned by the Saints, in good order and working condition, and repair and in a
state suitable for the exhibition ofprofessional baseball games. The City shall prepare at
least two weeks prior to the commencement of each baseball season, a suitable playing
field in the Stadium for the professional baseball use by the Saints.
9.2 The City is to be responsible for all grass mowing and trimming and shall maintain the
playing field in accordance with professional baseball requirements.
9.3 The City shall replace any burned out metal halide lamps once each year priar to the first
home game of the regular season. In the event that weather deems it unsafe or
unreasonable to meet this deadline, the City shall replace all burned out metal halide
lamps no later than June 1 of each year. In addition, if not replacing the halide lamps
would become problematic from a safety or other material perspective, the City would
assume responsibility for replacing the lamps.
9.4 The City shall be responsible far all utilities and maintenance supplies including the
lighting of the playing field and toilet and lavatory supplies. The Ciry shall be obligated
to maintain the playing field and the Stadium, which shall include general routine
cleaning as well as provision of supplies for all toilet facilities.
9.5 The City will provide bases, pitching rubbers, plates, tarpaulins, a batting cage, and a
pitching screen for use by the Saints.
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9.6 That on games days the City shall have the Stadium field ready for play at least five
hours prior to the scheduled game tune, except as weather or other circumstances out of
the City's control cause delays.
9.7 The City is responsible for the cleaning of all restrooms, stand and bleacher areas as well
as the Stadium concourses after each game and event scheduled by the Saints.
9.8 The City shall place the City's tarpaulins over the home plate areas, the Abull pensC and
the pitching mound area after each game.
10, SAINTS RESPONSIBILITIES.
10.1 The Saints are responsible for providing all staff necessary for Saints game operations.
These include but are not limited to: ushers, necessary security personnel, ticket sellers,
ticket takers, score keepers, public address announcers, bat boys ancL'or girls, ball girls
and/or boys, necessary locker room attendants, trainers, and field upkeep personnel
necessary during the game.
10.2 The Saints are responsible for maintaining and cleaning their office, storage and
concession areas. The Saints shall be responsible for the installation and payment of all
its telephone lines and subsequent bills. The Saints will clean up the locker rooms after
all Saints baseball games. The Saints are responsible for the supervision of the Stadium
in conjunction with their games, including security for the period set aside for home
games played by the Saints team.
103 Once the City has prepared the field for play and the Saints begin to use it, the
responsibility for any additional maintenance of the field prior to and/or during the game
shall be the responsibility of the Saints. The Saints and the City will work cooperatively,
as in the past, in the case of rain delays requiring field maintenance, covering or supplies.
10.4 The Saints aze responsible for all maintenance and utility costs of any non-Stadium
structures placed on the Stadium site for use by the Saints or any entity associated with
the Saints.
11. PARHING.
111.1 That the city shall be responsible to ensure that adequate parking spaces exist to allow
Saints customers to park within a reasonable distance of the Stadium. The charge for
parking will not be raised above $7.00 per caz for 2010 and 2011without written prior
approval ofthe Saints.
In the event that tl�is agreement is extended for 2012, the Saints and the City agree to
consult with each other regazding possible changes in the financial terms of this parldng
agreement that may be requested by either party.
11.2 Further, the City shall have the exclusive right to control, use and operate the parking lot
for all Stadium events, including Saints games and other Saints events. Regarding
io-�s6
tailgatmg areas located near or along the back fence of the pazking lot in proximity to the
railroad tracks or other sunilar tailgating ox hospitality azeas located in or near the
pazking lot, the Saints shall control the sale and operation for tailgating for dates of its
baseball games and special events. The Saints shall pay a flat fee of 522,500 to the City
each year for said rights. During baseball games the Saints shall be permitted to place
temporary advertising, promotional or other si�age in or in proximity to such azeas,
providing the si�age otherwise complies with applicable State or City laws, rules and
rea lations. The parking lot may not be leased by the Saints to outside agents or tenants
unless prior permission has been granted by the City. Nothing herein shall be intexpreted
to permit the Saints to use the areas desi�ated for anything other than tailgating or picnic
activities.
113 The cost to operate all parking areas shall be the responsibility of the City, including trash
removal following each game or Saints sponsored event.
11.4 The City sball set aside up to fifty parking spaces in close proximity of fhe Stadium for
use by the Saints. These spaces may be used without charge, by Saints officials, players,
umplres, media, and for special promotions or special customers of the Saints. In
addition, the City will provide the Saints with up to twenty-five parking passes per Saints
game or event. This will be done on an event by event basis with the Saints requesting
only those passes needed on a given day or evening.
12. PAYMENTS.
12.1 That as consideration for the lease and concession arrangement, the Saints agree to pay
the City the following:
A. PER DATE FEES:
Year Single Game Double-Header
2010 $525 $675
2011 $550 $700
2012 $575 $725
B. Ten percent of all food and beverage revenues and gate receipts received by the
Saints once they have reached an annual attendance f bwre of 70,000 people by
turnstile count for league and playoff games.
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C. Two and one half percent (2.5%) of the Saints �oss revenue from souvenir and
merchandise sales at Saints �ames, excluding pro�am sales, once the Saints have
reached an annual attendance fijure of 8Q000 people by turnstile count for leab e
and playoff games.
D. SEASON TICKET COMMISSION
The Saints shall pay the City the following commission on full season ticket sales:
1. 2010 3.00%
2. 2011 3.00%
3. 2012 3.25%
E. Twenty percent of all food and beverage, souvenir and program revenues generated
by the Saints for non-Saints sponsored events.
F. Ten percent of all revenue, except admission ticket revenue received by the Saints
for the non-baseball events promoted, hosted or scheduled by the Saints as outlined
in this agreement.
G. Five percent of all admission ticket revenue received by the Saints for the first six
non-baseball events promoted, hosted or scheduled by the Saints. For the next six
events, five percent of all admission ticket revenue received by the Saints or a flat
fee equal to a game fee, whichever is less.
H. That all sales or other taxes shall be subtracted from gross sales when calculating
the City's commission.
I. The Saints sha11 be responsible far reimbursing the full cost of the liquor license for
Midway Stadium to the City within thirty days of receipt of the invoice.
12.2 That the Saints will pay the City its revenue rents and commissions as follows:
A. Field rental for Saints games
1. $3,000 by June lst each year.
2. $3,000 by July 15th each year.
3. The total amount due as outlined in paragraphs 25A, 25B, 25C and 25D above
by September 30th of each year.
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B. Payment shall be made for the twenty percent (20%) commission due the City from
food, beverage, souvenir and pro�ams for non Saints sponsored events on the
fifteenth of each month for the preceding month. The commission due the City for
events held in June shall be paid by July 15th.
C. Payment shail be made for the five (5%) and ten percent (10%) commissions from
non Saints games events held at the Stadium as outlined in 12.1(F) and 12.1(G)
above, within twenty-one days of the end of the event.
12.3 The Saints shall not sell more than three thousand (3000) full season tickets in any season
without written permission of the City.
12.4 That the Saints will provide a family section at the Stadium that wiA be tobacco and
alcohol free.
12.5 That the Saints will provide special promotions which will offer reduced ticket prices to
families attending games.
13. COMPLIANCE WITH LAWS.
The Stadium may only be used by the Saints for the purposes stated herein. It is the sole
and exclusive responsibility of the Saints to insure that the Saints, its management,
agents, employees and guests will make no unlawful use of the Stadium during the term
of this lease and concession agreeanent, and that all laws applicable to the use of the
Stadium by the Saints and its team will be observed.
14. ASSIGNMENT AND SUBLETTING.
It is further understood and agreed that this lease and concession agreement may not be
assigned in whole or in part, nor shall any sublease be entered into by the Saints without
priar written consent of the City which consent may not unreasonably be withheld.
Nothing contained herein shall limit the right of the Saints to license vendors or third
party designees for purposes o£providing additional concessions or merchandise products
and services and to provide access to those vendors ar designees to areas inside or within
proximity of the stadium for purposes of vending, selling or otherwise distributing
concessions or merchandise. The provision of such products and services shall be in
accordance with the terms of this Agreement. Catering services should be included in the
definition of concessions sales.
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15. INDEMNITY.
151 The Saints a�ee to indemnify, defend, save and hold hannless the City of Saint Paul and
any agents, officers, representatives and employees thereof from all claims, demands,
acrions or causes of action of whatsoever nature or chazacter, arising out of or by reason
of the use of the herein described premises by the Saints, or as a result of the Saints
operations or business acrivities taking place on the Leased Premises, except to the extent
that such claims aze the direct result of the negligent act or omission of the City, its
agents, officers, representatives or employees.
15.2 Due to the fact that the Saints will be selling and distributing alcoholic beverages during
their events, the Saints specifically agree to defend and hold harmless the City of Saint
Paul, its agents, officials and employees from any and a11 liability for claims for injury,
death or property damage, relating to ar resulting from the sale, use, consumption or
distrihution of alcoholic beverages, on or about the premises leased and under the control
of Yhe Saints during any Saints game, event, or sponsored activity. The Saints
specifically agree that they will take all steps required by the State of Minnesota to ensure
that all persons involved in the sale, use, consumption or rlistribution of alcoholia
beverages, on or about the premises, have received the required State of Minnesota
training for serving and distributing alcohol. Such training shall include, but not be
limited to, checking proper idenrification before selling alcohol, not serving to minors,
recognizing the signs of excessive consumption, and how to refuse to serve someone. The
Saints also agree to adhere to all applicable nxles and regulations, either City, State or
Federal, relating to ar governing the sale, use, consumption or distribution of alcoholic
beverages. Any failure or negligence on the part of tl�e Saints to comply to any rules,
regulations or training relating to the sale, use, consumption or distribution of alcoholic
beverages, shall be the exclusive and sole liability of the Saints, and shall in no way shall
that liability be transferred onto the City of Saint Paul.
16. INSURANCE.
16.1 That during the term of this agreement, and any extension thereof, the Saints shall obtain
and keep in force the following policies of insurance that name the City of Saint Paul, its
employees, agents and officers, as an additional insured.
A. Comprehensive General Liability Tnsurance
1. $1,000,000 each occurrence limit
2. $2,OOQ000 aggregate limit
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B. Policy shall include an call services, products and compieted operations
endorsement
C. Policy shall specifically include the sale and distribution of alcoholic beverages in
the coverage amounts, either through endorsement or umbrella policy purchase
with limits of at least $1,000,000 per occurrence, �2,000,000 ag�egate.
D. Policy shall include all Saints operations at the site, for all Saints activities,
including, but not limited to Saints games and Saints sponsored or arranged events,
as well as all activities where the Saints sell alcoholic beverages.
16.2 Policy shall be written on an occurrence basis. All certificates of insurance sha11 provide
that the City's Risk Management Division shall be given not less than thirty (30) days
prior written notice of cancellation, non-renewal or any material changes in the policy,
including, but not limited to, coverage amounts.
163 City reserves the right to review the Saints' insurance policies at any time to ensure that
the contract requireznents have been met and satisfied.
16.4 If the Saints have multiple claims or if there is a substantial change in activities held or
sponsored by the Saints, then the City reserves the right to require the Saints to purchase
and provide proof of additional insurance in a reasonable amount.
16.5 Satisfaction ofpolicy and endorsement requirements for General Liability policies,
occurrence limits, and aggregate limits, can be met with the purchase of an umbrella or
excess policy.
16.6 The Saints sha11 provide a certificate of insurance and proof of payment of the premiums
annually to show insurance in force.
17. ALTERATIONS.
T'he Saints will not make any alterations to the premises without the written consent of
the City, such consent not to be unreasonably withheld. Tf the Saints desire to make any
such alterations, an accurate description shall first be submitted to and approved by the
City and such alterations shall be done by the Saints at their own expense. The Saints
agree that all alterations will be done in a workmanlike manner and in conforxnance with
applicable building codes, that the structural integrity and building systems of the
building will not be impaired, and that no liens will attach to the premises by reason
thereof. Prior to beginning any consriuction, remodeling or alterations hereunder, which
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involve an amount in excess of S 10,0�0, the Saints wi11 post or cause their contractors to
post performance and/or payment bonds in an amount equal to the total amount of the
proj ect, and namnig the City as an additional obligee.
All such work shall be performed under the City=s supervision and any improvements
made to the Leased Premises at the Saint=s expense shall become the property oFthe City
at the end of the Lease period provided generally however that such unprovements are of
a nature that they have not been desi�ed to be removed or are of a nature such that they
cannot be easily removed and relocated by the Saints into another facility. Specifically,
with regard to the scoreboard that was purchased and installed prior to tl�e 2003 baseball
season, the Saints shall have the right to remove it in the event a new facility in which the
Saints will play is constructed. The Saints agree 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 building will not be impaired, and that no
liens will attach to the premises by reason thereof.
18. NON-DISCRIMINATION.
The Saints do hereby covenant that during the term of this Agreement that no person, on
the ground of race, sex, color, creed, familial status, religion, age, disability, marital
status, status with respect to public assistance, sexual or affectional orientation, ancestry
or national origin shall be excluded from participating in, be denied the benefits of or be
otherwise subjected to discrimination in the use of said facilities, and that they shall
otherwise comply with all requirements of federal, state and local laws and regulations
relating to non-discriminatian.
19. CANCELLATION OR TERMINATION.
If either party fails to carry out a material term of this Aa eement, the other party may
terminate the Agreement upon giving written notice of the breach, if it has not been cured
within sixty (60) days. Terminarion by the party is without prejudice ta its right to
recover damages, if legally recoverable on account of such breach. In the event this
agreement should be held to be invalid by any court of competent jurisdiction, or in the
event that the Saints or the City is restrained by a court of competent jurisdiction for any
reason not related to an action brought by or on behalf of the other party from operating
under this agreement, there shall be no liability on the part of the City to the Saints, nor
sha11 there be any liability on the part of the Saints to the City. Notwithstanding the
foregoang, the Saints shall be liable for all payments due to the City or incurred prior to
termination.
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2Q. SURRENDER OF PREMISES.
The Saints, at the expirarion of this lease, or any sooner tern�ination, sha11 quit peacefully
and surrender possession of said property and its appurtenances to the City in as �ood
order and condition as the property was delivered to the Saints.
21. HOLDOVER.
Any holdover a$er The expiration of the term of this A�eement shall be allowed only
after receiving the written consent of the City. Such tenancy shall be deemed to be a
tenancy only from month-to-month, and all other terms and conditions of the A�eement
shall be applicable except to the extent that they aze modified by the parties in writing.
22. DESTRUCTION.
In the event of damage to or destruction of the Premises or in the event the premises
become untenantable or unfit for occupancy due to such damage during the term of this
Lease, the City may at its option:
1. terminate the lease upon fifteen (15) days' written norice to the Saints; or
2. within fifteen (15) days agree to restore the premises within a reasonable time
period following the casualty.
23. EVENTS OF DEFAULT BY SAINTS.
The occurrence of any of the following events during the term of this Lease shall
constitute an event of default by the Saints:
1. the filing of a petition to have the Saints adjudicated builffupt or a petition for
reorganization or arrangement under any laws o£the United States relating to
baula•uptcy filed by the Saints;
2. in the event a petition to have the Saints adjudicated bankrupt is filed against the
Saints, the failure to dismiss such petition within ninety (90) days from the date of
such filing;
1. the assets of the Saints or of the business conducted by the Saints on the Leased
Premises be assumed by any trustee or other person pursuant to any judicial
proceedings;
2. the Saints makes any assignment for the benefit of creditors;
3. the failure by the Saints to timely make any of the payments required by this Lease;
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4. the failure by the Saints to observe and perform any covenant, condirion or
agreement on its part to be observed or performed as required by this Lease; or
5. the failure by the Saints or its surety to discharge, satisfy or release any lien or
lien statement filed or recorded against the Leased Premises within sixty days
after the date of such filing or recording whichever date is eazlier.
It is an express covenant and agreement of the City and the Saints that the City may, at
ats election, terminate this Lease in the event of the occurrence of any of the events
described in this para�aph or in parab aph (25) relating to liens by giving not less than
(30) thirty days' written notice to the Saints during which period the Saints shall have
the right to cure any such default; and when so terminated, the City may reenter the
Leased Premises. This Lease and its Leased Premises shall not be treated as an asset of
the Saints estate. It is further expressly understood and a�eed that the City shall be
entitled upon such reentry, notwithstanding any other provision of this Lease, to exercise
such rights and remedies as are provided in Paragraph (24) of this Lease.
23.1 EVENTS OF DEFAULT BY CITY.
Failure by the City to observe ar perform in any material respect any of the covenants,
agreements, conditions or provisions of this Agreement shall constitute an event of
default by the City, and said failure continues more than thirty days after notice thereof
from the Saints to the City, provide, however, that the Ciry shall not be in default with
respect to a matter with cannot reasonably be cured within thirty days so long as the City
gives written notice to the Saints of it=s inability to cure within said thiriy day period and
immediately commences such cure and diligently proceeds with best efforts to complete
the same and provides the Saints with detailed status reports of its efforts to cure the
default.
24. CITY DEFAULT REMEDIES.
In the event an Event of Default occurs under paragraph (23) of this Lease and failure by
the Saints to cure such default, the City may exercise any one or mare of the following
remedies:
reenter and take possession of the Premises without termination of this Lease, and
use its best efforts to ease the Premises to or enter into an agreement with another
person for the account of the Saints;
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2. terminate this lease, exclude the Saints from possession of the Premises, and use its
best efforts to lease the Premises to or enter anto an a�eement with another in
accordance with applicable law;
3. exclude the Saints from possession of the Premises, with or without terminating
this Lease and operate the Premises itself;
4. terminate the Lease, exclude the Saints from possession of the Leased Premises,
sell all or any part of the Premises at the best price obtainable (provided such sale is
permitted by applicable law,) such sale to be on such terms and conditions as the
City, in its sole discretion, shall determine, and apply the proceeds of such sale less
any expenses thereof for the account of the Saints.
exercise any remedies available to it under the Minnesota Uniform Commercial
Code;
6. take whatever action at law or in equity may appear necessary or appropriate to
collect the payments then due and thereafter to become due, or to enforce
performance and observance of any obligation, agreement or covenant of the Saints
under this Lease.
7. in exercising any of its remedies set forth in this Section, the City may, whether or
not the Lease is then in effect, hold the Saints liable far the difference between the
payments and other costs for which the Saints are responsible under this Lease.
24.1. SAINTS DEFAULT REMEDIES.
In the event an Event of Default occurs under paragraph 23.1 of this Lease, the Saints
may exercise any one or more of the following remedies:
1. Terminate this lease.
2. Take whatever action at law or in equity may appear necessary or appropriate to
enforce performance and observance of any obligation, agreement or covenant of
the City under this Lease.
24.2 No remedy herein conferred upon or reserved to either party is intended to be exclusive
of any other auailable remedy or remedies, but each such remedy shall be cumulative and
shall be in addition to every other remedy given under this Lease or now ar thereafter
existing at law or in equity by statute. No delay or omission to exercise any such right or
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25.
26.
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 either party to
exercise any remedy reserved to it in this Provision, it shall not be necessary to give any
notice, other than such norice as may be herein expressly required.
LIENS.
The Saints shall not permit mechanic's liens or other liens to be filed or established or to
remain against the Leased Premises for labor, materials or services furnished in
connection with any additions, modifications, improvements, repairs, renewals or
replacements made to the Leased Premises, ar for any other reason; provided that if the
Saints shall first notify the City of its intention to do so and shall deposit in escrow with
the City a sum of money or a bond or irrevocable letter of credit reasonably acceptable to
the City, the Saints may in good faith contest any such claims or mechanic's or other liens
filed ar established and in such event may permit the items contested to remain
undischarged and unsatisfied during the period of such contest. If, in the opinion of the
City, the nonpayment of any such items subjects the Leased Premises to any loss ar
forfeiture, the City may require the Saints to use the escrow account to promptly pay all
such unpaid items and if the Saints fails to pay from the escrow account, the City may
pay and charge the Saints therefore.
NOTICES.
That unless otherwise provided herein to the contrary, all notices required under this
agreement shall be deemed given when hand delivered (with receipt therefore) or
deposited in the United States Mail, first class postage prepaid, addressed:
St. Paul Saints
Baseball Club, Inc.
M. S. Goldklang
Koll Corporate Center
25B Hanover Road
Florham Park, New Jersey 07329
City of Saint Paul
Michael Hahm, CPRP, Director
Division of Parks and Recreation
25 W. 4�' Street, Suite 400
Saint Paul, Minnesota 55102
27. INDEPENDENT CONTRACTOR.
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That the parties hereto agree that they aze acting as independent contractors and that
nothing in this a� is intended to create, nor shall anything herein be construed or
interpreted as creatin� a partnership, joint venture, or any other such mutual relationship
between the City and the Saints except as expressly agreed to herein. Each party shall be
responsible for its own separate debts, obligations and other liabilities.
28. VENUE.
The laws of the State of Minnesota shall apply and bind the parties in any and all
questions arising hereunder, regazdless of the jurisdiction in which any action ar
proceeding may be initiated or maintained. If any provision of this agreement in any way
violates or contravenes the laws of any applicable country, state or municipality, such
provision shall be deemed not to be a part of this agreement and the remainder of this
agreement shall remain in full force and effect. The invalidity or unenforceability of any
provision of this agreement shall in no way affect the validity and enforceability of any
other provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed this lease as of the day and year first
written above.
Marvin S. Goldklang Mayor
Saint Paul Saints Baseball Club, Inc.
Approved as to form:
Director of Parks and Recreation
City Attorney Director of Financial Services
City Clerk
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