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Home My WebLink AboutIV. b. Block 29 Temporary Parking LotGROUND LEASE Landlord: City of Hastings Agreement No.___ Metropolitan Council Tenant: Lease Term: 40 years from the Effective Date. Renewal of Lease If renewal of the Lease will continue to carry out the Governmental Program and if the Term: renewal is authorized by the Commissioner of Management and Budget. Termination: End of lease term or if bonding appropriation language changes. Governmental Construction, operation and maintenance of a 100 space parking lot for the Red Rock Program: Corridor Transitway. The Facility is more specifically defined on Exhibit A. Tenant Legal Rent: $0 Authority: Minn. Stat. §473.129 Security Deposit: $0 All Taxes: LL Landlord Legal All Utilities: LL Authority: All Repair, Operation and Maintenance Costs: LL Insurance: LL Property: See attached Exhibit B Landlord’s Rights: The Landlord reserves the right to use the Property to carry out the Governmental Program. The Landlord also reserves the right to use the Property for other public uses provided that the public use does not conflict with the Governmental Program. Tenants Use: Governmental Program and General Public Transit THIS GROUND LEASE AGREEMENT (“Lease”) is entered into and effective as of ________________, 2010 (the “Effective Date”), by and between the City of Hastings, a public body corporate under the laws of the state of Minnesota (the “Landlord”) and the Metropolitan Council, a public corporation and political subdivision of the state of Minnesota (the “Tenant”). WHEREAS, the Minnesota Legislature by Minnesota Laws 2005, Chapter 20, Article 1, Section 19, Subdivision 4 and Minnesota Laws 2006, Chapter 258, Section 17, Subdivision 5, as amended by 2010 Bond Language, Chapter 189, appropriated state bond funds to the Tenant for the Red Rock Corridor Transitway. WHEREAS, pursuant to grant agreement number SG-2010-100, Tenant has granted a portion of the state bond funds to the Landlord for the construction of a 100 space parking lot for the Red Rock Corridor Transitway (the “Facility”). WHEREAS, because the bonding appropriation was to the Tenant rather than to the Tenant as a grant to the Landlord, the tenant must have an ownership interest in the real estate that is being improved with the state bond funds unless the bonding appropriation language is ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïê ±º íí changed. WHEREAS, the Landlord has agreed to lease the real property legally described on the Exhibit A attached (the “Property”) upon which the Facility will be constructed, to the Tenant in order to satisfy the state bond fund requirements of ownership. NOW, THEREFORE, in consideration of the mutual terms and conditions contained herein, the parties agree as follows: Property 1.. Landlord hereby leases to Tenant, and Tenant hereby leases from Exhibit B Landlord the Property shown and described on the attached . Term 2.. The term of this Lease (“Term”) shall be for 40 years commencing on the Effective Date and terminating on the earlier of ____________, 2050 or earlier termination as provided in Section 3. This Lease may be extended for additional periods of time by mutual written agreement of the parties, if the lease term extension is to carry out the Governmental Program and the lease term extension is authorized by the Commissioner of Management and Budget. Termination 3.. This Lease shall automatically terminate with further action by the not parties if the bonding appropriation language is changed and the Tenant is required to have an ownership interest in the Property. Rent 4. . Rent during the Term is in the annual amount $0 per year. Use of Property and Facility 5.. Tenants Use A.: Governmental Program and general public transit. Reservation of Rights B.: The Landlord specifically reserves the right to use the Property to carry out the Governmental Program. The Landlord also reserves the right to use the Property for other public uses provided that the public use does not conflict with the Governmental Program. Landlord shall not use, or permit the use of the Property and Facility in any manner that would jeopardize the tax exempt status of any financing used to acquire the Property or to construct or operate the Facility. Grant Agreement, Minn. Stat. §16A.695 and Third Amended Commissioners 6. Order dated 8-26-2010 . The Landlord’s use of the Property and Facility is subject to the requirements of the parties grant agreement (SG-2010-100), Minnesota Statutes §16A.695 and the Third Amended Order of the Commissioner of Management and Budget related to state bond financed property. If there is a conflict between this Lease Agreement and the requirements of the above, the requirements of the above shall control. Real Estate Taxes and Special Assessments 7.. Landlord shall be responsible for the payment of all real property taxes and installments of special assessments levied against the Property as a result of the activities under this Lease, including, without limitation, any sublease ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïé ±º íí of Tenant’s interest hereunder. Construction, Alteration, Repair, Maintenance and Utilities 8.. Landlord shall be responsible for all costs related to the design, construction, operation and maintenance of the Facilities. This shall include, but shall not be limited to the following: A.Security monitoring and/or patrol B.Lawn care/landscaping C.Snowplowing D.Waste removal E.Lighting & electrical maintenance and repair F.Sweeping G.Signage repair/installation H.Architectural/Engineering services (site/infrastructure inspections & recommendations) I.Concrete & Asphalt roadway repair/rehabilitation/replacement J.Concrete (parking) structure repair/rehabilitation/replacement K.Site improvements (development/landscaping/drainage, etc.) L.Security improvements (site/parking deck/bus way lighting, CCTV installations, gates & fencing Landlord shall also be responsible for the payment for all utility service provided the Facility. Indemnification. 9. Subject to the liability limits in Minnesota Statutes Section Chapter 466, Landlord agrees to defend, indemnify and hold harmless Tenant from and against any and all injury, loss, damage, claim, demand, liability, penalty, and fine, including costs and attorneys’ fees (“Claims”) by third parties arising from or related to the acts or omissions of Landlord or Landlord’s employees, officers, consultants, contractors, agents, and invitees. Notwithstanding the foregoing sentence, Landlord shall not be responsible to indemnify, defend or hold harmless the Tenant to the extent a Claim results from the negligence or willful misconduct of the Tenant, its employees and agents. Hazardous Materials 10. Defined Terms A. . (i) “Claim” means and includes any demand, cause of action, proceeding or suit for any one or more of the following: 1) actual or punitive damages, losses, injuries to person or property, damages to natural resources, fines, penalties, interest, contribution or settlement; 2) the costs of site investigations, feasibility studies, information requests, health or risk assessments, or Response (as hereinafter defined) actions; and 3) enforcing insurance, contribution or indemnification agreements. (ii) “Environmental Laws” means and includes all federal, state and ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïè ±º íí local statutes, ordinances, regulations and rates relating to environmental quality, heath, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq. and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), 7 U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C., Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 432.1 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 6.51 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act; the Emergency Planning and Community Right-to-Know Act, and Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act (“TSCA”), 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; the Minnesota Environmental Response and Liability Act (“MERLA”), Minn. Stat. Ch. 115B; and the state super lien and environmental clean-up statutes, with implementing regulations and guidelines, as amended from time to time. Environmental Laws shall also include all state, regional, county, municipal and other local laws, regulations, and ordinances insofar as they are equivalent or similar to the federal laws recited above or purport to regulate Hazardous Materials (as hereinafter defined). (iii) “Hazardous Materials” means and includes the following, including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, medical waste by-product or constituent regulated under CERCLA; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel, pesticides regulated under the FIFRA; asbestos and asbestos containing materials, PCBS, and other substances regulated under the TSCA; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; and industrial process and pollution control wastes, whether or not hazardous within the meaning of RCRA; any substance whose nature and/or quantity or existence, use, manufacture, disposal or effect render it subject to federal, state or local regulation, investigation, remediation, or removal or potentially injurious to public heath or welfare. (iv) “Use”, as a verb, means to manage, generate, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or bum for energy recovery, incinerate, accumulate speculatively, transport, transfer, dispose of, or abandon Hazardous Materials. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïç ±º íí (v) “Release or Released” means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of Hazardous Materials into the environment, as ‘environment’ is defined in CERCLA. (vi) “Response or Respond” means action taken in compliance with Environmental Laws to correct, remove, remediate, cleanup, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous Material. Obligations with Respect to Environmental Matters B.. (i) Landlord will remain liable for its own compliance with all Environmental laws and for any claims that arise with regard to the Property for any reason other than as a result of Tenant’s violation of subparagraph (b) below. (ii) Tenant will not use, or authorize the use of, any Hazardous Materials on the Property, including installation of any underground storage tanks, without prior written disclosure to and approval by Landlord. Unless previously approved in writing by Landlord, Tenant will not take any action that would subject the Property to permit requirements under RCRA for storage, treatment or disposal of Hazardous Materials. Tenant will not dispose of Hazardous Materials on, in, under or about the Property. Neither Tenant nor Landlord will not discharge Hazardous Materials into Property’ drains or sewers. Copies of Notices C.. During the term of this Lease, Tenant or Landlord will provide the other party with copies of all summons, citations, directives, information inquiries or requests, notices of potential responsibility, notices of violation or deficiency, orders or decrees, Claims, complaints, investigations, judgments, letters, notices of environmental liens or Response actions in progress, and other communications, written or oral, actual or threatened, from the United States Environmental Protection Agency, Occupational Safety and Health Administration, Minnesota Pollution Control Agency, or other federal, state or local agency or authority, or any other entity or individual, concerning any Release of a Hazardous Material on, to or from the Property, the imposition of any lien on the Property, or any alleged violation of or responsibility under Environmental Laws. Landlord and Landlord’s beneficiaries, agents and employees may enter the Property and conduct appropriate inspections or tests in order to determine Tenant’s compliance with Environmental Laws. Tests and Reports D.. Upon written request by Landlord, Tenant will provide Landlord with transportation and disposal contracts for Hazardous Materials, with any permits issued under Environmental Laws, and with any other applicable documents to demonstrate that Tenant complies with all Environmental Laws relating to the Property. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îð ±º íí Default 11.. It is an event of default by Landlord or Tenant hereunder if Tenant or Landlord defaults in the performance of or compliance with any terms, conditions, and covenants of this Lease, when the default is not cured within 30 days after written notice thereof from Landlord to Tenant or Tenant to Landlord, except for any default not capable of being cured within that 30 day period, in which event the time permitted to Tenant or Landlord to cure the default will be extended for as long as necessary to cure the default, provided that Tenant or Landlord commences promptly and proceeds diligently to cure the default. Non-Waiver 12.. The failure of Landlord to insist at any time upon Tenant’s strict performance of any of the covenants or agreements contained in this Lease is not be construed as a waiver or relinquishment of such covenants or agreements for the future. No waiver by any party of any provision of this Lease is to be deemed to have been made unless expressed in writing and signed by the party waiving same. Miscellaneous 13. Notices A.. Any notice or other communication or payment herein required or permitted to be given is to be deemed given if and when personally delivered in writing or if and when mailed in a sealed wrapper by United States registered or certified mail, postage prepaid, properly addressed to the address specified herein. Unless and until changed by notice to the other parties. As to Tenant: Metropolitan Council Attn: Office of the General Council 390 Robert Street North St. Paul, MN 55101-1805 As to Landlord: City of Hastings Attn: th 101 East 4 Street Hastings, MN 55033 Liens and Encumbrances B. . Landlord shall not allow any mechanics’, material suppliers’, and other liens arising out of any work, labor done, services performed, or materials furnished for Landlord or its contractors or consultants or claimed to have been furnished for Landlord or its contractors or consultants to be perfected against the Property. Disposition upon Termination C.. Upon termination of this Lease, the Tenant will provide Landlord with appropriate instruments, reasonably acceptable to Landlord transferring all Tenant’s right, title and interest in the Property, the Facility, and any immovable fixtures to Landlord, but subject to any liens or encumbrances placed on ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îï ±º íí the Facility or the immovable fixtures by Tenant. Tenant may remove all personal property owned by it from the Property and the Facility at the expiration of this Lease. Recording of Lease D.. This Lease may be recorded in the property records of the County at the expense of the Tenant. Amendments E.. This Lease may not be amended without the express written consent of the Commissioner of Management and Budget. [Remainder of page left intentionally blank] ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îî ±º íí IN WITNESS WHEREOF, the Metropolitan Council has caused this Lease Agreement to be executed on its behalf by its Regional Administrator and the City of Hastings has caused this Lease Agreement to be executed on its behalf by its __________ and _________________, all as of the Effective Date. METROPOLITAN COUNCIL By: Its: Regional Administrator Approved as to form: _________________ Office of the General Counsel } STATE OF MINNESOTA ss.: COUNTY OF RAMSEY The foregoing instrument was acknowledged before me this ______ day of ___________ 2010 by Thomas H. Weaver, Regional Administrator of Metropolitan Council, a political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îí ±º íí CITY OF HASTINGS By Its: By Its: } STATE OF MINNESOTA ss.: COUNTY OF DAKOTA The foregoing instrument was acknowledged before me this ______ day of __________, 2010 by _________________ and ______________________, the ___________________ and _______________________, respectively, of the City of Hastings, a political subdivision under Minnesota law, on behalf of the City. Notary Public THIS DOCUMENT DRAFTED BY: Peter A. Hanf Associate General Counsel Metropolitan Council 390 North Robert Street St. Paul, MN 55101 9 ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îì ±º íí Exhibit A Site Plan and Description of Facility [To be supplied prior to execution] ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îë ±º íí Exhibit B Legal Description of Property [Legal to be provided prior to execution] 11 ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îê ±º íí