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CR 2004-085 Lease Agreement With Hennepin County For Satellite Link . June 1,2004 Council Report 2004-085 . LEASE AGREEMENT WITH HENNEPIN COUNTY FOR SATELLITE LINK Proposed Action Staff recommends that the Council approve the following motion: Move to authorize Mayor and City Manager to sign a Satellite Dish lease agreement with Helmepin County. Approval of this motion will allow Hennepin County to place a satellite dish on City Hall. Overview Hennepin County has requested that the City of Hopkins allow the County to install a satellite dish on the roof of City Hall. The County's health division. currently located in the bank building across from City Hall. needs satellite access to the Center for Disease Control. The County originally approached the owners of the bank building. They declined to allow the County to install the antenna there. The County would pay for all the installation costs. The satellite dish will not interfere with any of the antennas or other mechanical equipment that is located on the roof. The County offered to alto\v the City to share in the use of the dish. Currently the City does not have any use for this satellite link so the . County will pay the City $2,400 per year. The lease agreement allows the City to use the dish in the future. Primary Issues to Consider . Is this agreement in the best interest of the City? Staff sees this agreement as a cooperative venture with another unit of govenmlent. Hennepin County, which is a partner with the City in a number of current and future projects. The placement uf this anterma also helps ensure that the Hennepin County health division remains in Hopkins. This division has 35 full-time employees and an additional 30 employees, who operate in the field, are headquartered there. Supporting Information . . Le~~~reement ~ / . c:'4 ~~', . . ~es A. Genellie ; .. ssistant City Manager . . Contract No. A040308 Rev. Date; 05/04/04 LEASE AGREEMENT THIS AGREEMENT Made and entered into by and between the City of Hopkins, Minnesota, 1010 South First Street, Hopkins, MN 55343, hereinafter referred to as "LANDLORD" and the COUNTY OF HENNEPIN, a political subdivision of the State of Minnesota, hereinafter referred to as "COUNTY" IN CONSIDERATION of the covenants by and between the parties, IT IS HEREBY AGREED AS FOLLOWS: I. PREMISES LANDLORD does hereby lease to COUNTY, and COUNTY does hereby take from LANDLORD the Leased Premises, which are situated as hereinafter described: . Approximately 144 square feet of space on the roof of the Hopkins City Hall for the purpose of locating a single satellite dish/antenna, together with space in or on the Hopkins City Hall for COUNTY'S conduit and cable. Such space shall be collectively referred to herein as the "Leased Premises", and shall be located on or within that certain real property more fully described as Hopkins City Hall, 1010 South First Street, Hopkins, MN 55343, and further depicted in the drawing attached hereto as Exhibit "A", The Leased Premises shall be for the exclusive use of COUNTY, its agents, officers and employees for purpose of erecting and maintaining the single satellite dish/ antenna described in Exhibit "B", attached hereto and hereinafter referred to as "Satellite Dish"; and for any lawful communications purposes including those of the Community Health Unit of the Human Services Department, together with the various services and facilities in connection therewith. II. TERM The term of this Lease shall be for a period of Five (5) years. The proposed commencement date shall be May 19, 2004, with a termination date of May 18, 2009. The commencement of this lease term, however, is contingent upon COUNTY'S substantial completion of preparation of the Satellite Dish site and cabling, and any related leasehold improvements in accordance with plans, specifications and finish . schedules, as more fully described in attached Exhibit "8" and Clause VII, "Leasehold Improvements" of this Lease. If the preparation of the Satellite Dish site and the 1 -- -- ..-------- . Leasehold Improvements are accomplished subsequent to May 19, 2004, but prior to August 31,2004, and LANDLORD has received notice that all necessary permits and certificates prerequisite to legal occupancy have been obtained by COUNTY, then the lease term shall commence thirty (30) days after the date the notice is received or August 31,2004. whichever is earlier. The commencement date and termination date shall be set forth in the space provided at the end of this Lease and shall be acknowledged in writing by LANDLORD and COUNTY'S Director of Housing, Community Works and Transit. III. CANCELLATION COUNTY has the option to cancel all or any portion of this Lease effective at any time during the Fourth or Fifth lease years. Notice of cancellation is to be in writing and given to LANDLORD 90 days prior to the effective date of cancellation. IV. GROSS RENT COUNTY agrees to pay gross rent in the amount of Two Thousand Four Hundred and no/100 Dollars ($2,400.00) per year, except that for any month in which the Landlord makes any use of the Satellite Dish, the cost of that use shall be 50% of the then-current annual rate, prorated for the number of months in which the Landlord uses . the Satellite Dish, setoff against the amount owed by the County for rent, If the Lease commences or terminates at any time other than the first day of the month, the rent payment referred to herein shall be prorated for that month. LANDLORD shall submit a single rent invoice to the COUNTY on the first day of each year of the Lease or any renewal thereof and the full amount of the rent for the year shall be paid by the County not later than sixty (60) days from the date of the invoice. V. OPTION TO RENEW Upon 90 days written notice to LANDLORD prior to the expiration of the last year of the term of this Lease, COUNTY may renew the Lease Agreement for an additional Five (5) -year period, provided COUNTY is not substantially in default necessitating legal action by LANDLORD. During the renewal period, upon 90 days written notice, COUNTY may terminate this Lease effective at any time. The renewal period shall operate under the same terms and conditions as this Lease, provided, however, that the gross rental rates shall be increased by five (5) percent in the year the Lease is renewed, except as provided for in Section XXX of this Lease. VI. ADDITIONAL RENT - OPERATING COSTS There are no additional rent payments due from COUNTY to LANDLORD . for operating costs or for any additional charges or fees of any kind. 2 . VII. LEASEHOLD IMPROVEMENTS Prior to the commencement date but no later than May 19, 2004, COUNTY, at its expense, shall complete all work in accordance with plans and specifications, as more fully described in attached Exhibit UB" with respect to the Leased Premises (herein "Leasehold I mprovements"). All materials for the work shall be of good quality and all work shall be performed in a good and workmanlike manner. All work shall conform to all applicable statutes, ordinances, regulations, and codes and shall, where required, be in compliance with the Americans with Disabilities Act. Any and all persons or firms performing Leasehold Improvements shall be insured, licensed, bonded, and responsible in accordance with the Minnesota State Building Code requirement and any other applicable statutes, regulations, or ordinances. All necessary licenses and permits required for Leasehold Improvements shall be obtained by COUNTY, its contractors and/or subcontractors prior to the completion of the work as described above. COUNTY shall remove all waste, debris or rubbish, and all materials or tools used by COUNTY or its contractors in the completion of Leasehold Improvements. Landlord shall be entitled to recover from the County any expenses incurred by the Landlord either to remove and dispose of any waste, debris rubbish or property left by the County or its contractors and Landlord shall be entitled to recover any attorney fees and costs incurred by the Landlord to recover any amounts under this Section. . VIII. LANDLORD'S RESPONSIBILITIES A. LANDLORD'S responsibilities, the cost of which LANDLORD shall bear, include the following: 1. Maintain any equipment, machinery or system that is or may be installed to serve the Leased Premises in good repair and modify or replace when necessary; 2. Provide elevator service in common with others at all times and maintain the elevator(s) in good and sound condition; 3. Promptly make all necessary repairs and perform reasonable preventive maintenance to keep all equipment and systems serving the Leased Premises in good and useable condition 4. Maintain the exterior of the Building in a good and useable condition and in thorough repair and make all structural repairs or necessary modifications or replacements thereto including, but not limited to, the roof, walls, foundation, drains, downspouts, gutters and appurtenances thereto; . 3 . 5. Make any repairs to the Building necessitated by the acts of God, the elements, water seepage, or other causes, whether similar or dissimilar, which are not under COUNTY'S control, provided that COUNTY shall make good faith efforts to prevent waste, damage, or injury to the Leased Premises; provided further that LANDLORD shall not be required to make any such repairs, modifications, or replacements which become necessary or desirable by reason of the negligence of COUNTY, its agents, or employees; 6. Make any repairs or changes which may be necessary to make the Building and the Leased Premises comply with applicable laws, ordinances, orders or regulations of any Federal, State, County, or Municipal authority now or hereafter in effect, except when the changes are necessitated by COUNTY'S specialized use of the Leased Premises; 7. LANDLORD shall make certain that the roof of the building is secured at all times. B. If LANDLORD fails to make any of the aforesaid repairs or changes or perform any other covenant herein required to be performed and if LANDLORD fails to respond with reasonable cause as to its failure within thirty (30) days after . COUNTY'S written request therefor, then: 1. LANDLORD shall be liable for any damage to property or loss thereby sustained by COUNTY whenever such damage or loss is not negligently or willfully caused by the conduct of COUNTY; and 2. COUNTY may, but shall not be obligated to, have such repairs or changes made or defaults cured at the expense of LANDLORD, if the changes or defaults were expenses of LANDLORD as previously defined in this clause. LANDLORD agrees that, if in an emergency, it shall become necessary to make any repairs or perform any services required to be made by LANDLORD at its expense, as previously defined in this paragraph, and LANDLORD fails to make such repairs, perform such services or to perform any of its covenants, COUNTY, at its option, may proceed forthwith to have the repairs made or services required, at the expense of and to the account of LANDLORD. IX. COUNTY'S RESPONSIBILITIES A. COUNTY agrees to permit LANDLORD, its officers, agents, employees, and contractors to enter the Leased Premises occupied by it at all reasonable times to view or show the premises to parties wishing to purchase, lease, or make repairs, alterations, or improvements to the Building or parts thereof herein leased, and insert . such tools., appliances, or other materials they may deem necessary for the purpose of making repairs, alterations, and improvements; provided that LANDLORD gives at 4 . least Five (5) working days written notice to COUNTY prior to the making of any repairs, alterations, or improvements, as aforesaid, or prior to the insertion of any tools, appliances, or other material as aforesaid, emergency repairs excepted. B. COUNTY agrees to pay gross rent prior to the fifth day of month then billed for and further agrees that if payment due hereunder by COUNTY is not paid when due, interest shall accrue in accordance with Minnesota Statutes (2002), Section 471.425, provided, however, that if COUNTY withholds payment for failure of LANDLORD to provide service or failure to comply with any of the provisions of this Lease, no interest penalty shall accrue against COUNTY. C. COUNTY will not permit any mechanic's, laborer's, or materialmen's liens to stand against the Leased Premises for any labor or material furnished to or for the account of COUNTY, or claimed to have been so furnished in connection with any work performed or claimed to have been performed in, on, or about the Leased Premises, provided, however, that COUNTY shall be given a period of forty-five (45) days after written notice from LANDLORD to remove any such liens. Their existence prior to the expiration of the forty-five (45) day period shall not constitute a breach of any of the provisions of this Lease. X. COUNTY'S RIGHT TO REMOVE PERSONAL PROPERTY . COUNTY shall have the privilege at any time on or before vacating the premises of removing any and all of its personal property, equipment, trade fixtures, and furnishings, and COUNTY shall repair any damage thereby caused. XI. SURRENDER OF PREMISES Upon the expiration or termination of this Lease, COUNTY shall, at its expense, remove COUNTY'S goods and effects and those of all persons claiming under COUNTY and quit and deliver up the Leased Premises to LANDLORD peaceably and quietly in as good order and condition as the same were in on the Commencement Date or were thereafter placed by LANDLORD, except that COUNTY is not obligated to remove any LANDLORD approved alterations, additions, or improvements to the Leased Premises, reasonable wear and tear excepted. Any property left in the Leased Premises thirty (30) days after such expiration or termination may be disposed of by LANDLORD, as LANDLORD deems expedient. Landlord shall be entitled to recover from the County any expenses incurred by the Landlord either to remove and dispose of property left by the County and any expenses incurred by the Landlord to return the Leased Premises to the condition it was in before the County's use, and Landlord shall be entitled to recover any attorney fees and costs incurred by the Landlord to recover any amounts under this Section. . 5 . XII. COMPLIANCE WITH ORDINANCES, RULES AND REGULATIONS: NUISANCE A. COUNTY agrees not to occupy, use, or permit any portion of the Leased Premises to be occupied or used for any business or purpose which is unlavvful, disreputable, or deemed to be extra hazardous on account of fire or permit anything to be done which would in any way increase the rate of fire insurance coverage on the Building or its contents. B. COUNTY agrees to comply with all laws, ordinances, and regulations of Federal, State, Municipal, and local government agencies insofar as they apply to COUNTY'S occupancy of the Leased Premises, provided, however, that LANDLORD is responsible for all physical modifications to the Building to conform to laws, ordinances, and regulations as set forth in Clause "LANDLORD'S Responsibilities." COUNTY shall comply with the reasonable rules of the LANDLORD adopted by LANDLORD from time to time for the safety, care, and cleanliness of the Leased Premises and Building and for the preservation of good order therein, provided that the rules are submitted to COUNTY in writing and do not conflict with the provisions of this Lease. XIII. INDEPENDENT CONTRACTOR . A. It is agreed that nothing herein contained is intended or should be construed in any manner as creating or establishing the relationship of joint venturers or co-partners between the parties hereto or as constituting LANDLORD as the agent, representative or employee of COUNTY for any purpose or in any manner whatsoever. LANDLORD is to be and shall remain an independent contractor under this Lease Agreement. Any and all personnel of LANDLORD shall have no contractual relationship with COUNTY, and any and all claims that mayor might arise under the workers' compensation act of the State of Minnesota on behalf of said personnel or other persons while so engaged, and any and all claims whatsoever on behalf of any such person or personnel arising out of employment or alleged employment, including, without limitation, claims of discrimination against LANDLORD, its officers, agents, contractors, or employees shall in no way be the responsibility of COUNTY, and LANDLORD shall defend, indemnify, and hold COUNTY, its officers, agents, and employees harmless from any and all such claims, regardless of any determination of any pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall not require nor be entitled to any compensation, rights, or benefits of any kind whatsoever from COUNTY, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, workers' compensation, unemployment compensation, disability, severance pay, and P.E.R.A. B. It is agreed that nothing herein contained is intended or should be . construed in any manner as creating or establishing the relationship of joint venturers or co-partners between the parties hereto or as constituting the COUNTY as the 6 . agent, representative or employee of LANDLORD for any purpose or in any manner whatsoever. COUNTY is to be and shall remain an independent contractor under this Lease Agreement. Any and all personnel of COUNTY or COUNTY'S contractors shall have no contractual or other relationship with LANDLORD, and any and all claims that mayor might arise under the workers' compensation act of the State of Minnesota on behalf of said personnel or other persons while so engaged, and any and all claims whatsoever on behalf of any such person or personnel arising out of employment or alleged employment, including, without limitation, claims of discrimination against COUNTY, its officers, agents, contractors, or employees shall in no way be the responsibility of LANDLORD, and COUNTY shall defend, indemnify, and hold LANDLORD, its officers, agents, and employees harmless from any and all such claims, regardless of any determination of any pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall not require nor be entitled to any compensation, rights, or benefits of any kind whatsoever from LANDLORD, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, workers' compensation, unemployment compensation, disability, severance pay, and P.E.R.A. XIV. REIMBURSEMENT OF COUNTY If COUNTY shall make any payment or advance, at the expense or for the account of LANDLORD pursuant to any provisions of this Lease, and, if, after . deducting the amount expended from the rent due or to become due, the remaining amount, if any, is not reimbursed at the expiration of the term hereby granted or any extension thereof, COUNTY may remain in possession of the premises until completely reimbursed. Anything contained herein for the reimbursement of any monies expended, as aforesaid, shal1 not preclude the COUNTY from seeking and obtaining the recovery of any such monies in a court of law and, if successful, LANDLORD shall pay all costs in connection therewith, including reasonable attorney's fees, nor shall COUNTY be precluded from availing itself of any other right or remedy allowed by this Lease in law or equity. XV. CHANGE IN OWNERSHIP LANDLORD and COUNTY contemplate that the ownership of the Building or the name or address of the party entitled to rent hereunder will not change, however, if the ownership of the Building or the name or address of the party entitled to rent hereunder shall be changed, COUNTY may continue to pay the rent accrued and to accrue hereunder to the party to whom and in the manner which the last preceding installment of rent was paid, until receipt of proper notice of the change, and each payment shall, to the extent thereof, exonerate and discharge the COUNTY. XVI. ASS!GNMENT BY LANDLORD . LANDLORD shall have the right to transfer and assign all of its right, interest, and obligations hereunder and in the Building and the property referred to herein, 7 ------ . provided, however, that the transfer or assignment shall be subject to the provisions of this Lease, whereupon COUNTY shall continue to comply with the provisions of this Lease Agreement. No further liability shall accrue to LANDLORD with the exception of claims previously asserted by COUNTY hereunder which have not been resolved. XVII. EMINENT DOMAIN During the term of this Lease, if a part only of the Leased Premises be taken for public use under right of eminent domain, and, if the remainder, in the opinion of COUNTY, is not suitable for its purpose, COUNTY, at its option, may cancel this Lease; but if it shall not elect to do so, the monthly rental thereafter shall be reduced by an amount which bears the same ratio to that herein provided for as the area taken bears to the total area prior to the taking. In the event of a partial or an entire taking, nothing herein shall prejudice the rights of COUNTY to recover compensation from the condemning authority for any loss or damage including removal or relocation expenses caused by such condemnation. The loss, damage, removal, or relocation expense shall be exclusive of any award made to LANDLORD as a result of the condemnation. The terms "condemnation" and "eminent domain" shall include a private purchase by a public or quasi-public entity in lieu of a formal acquisition. XVIII. RESTORATION AND REPAIR . If the Leased Premises are damaged by fire, elements or any other casualty, but not to such an extent as to render the same unfit for occupancy, LANDLORD shall promptly repair and restore the damaged property, or parts of the Building, and there shall be no abatement of any rent due hereunder. If the Leased Premises are so damaged by fire, the elements or any other casualty as to render them unfit for occupancy, but in such a state they can reasonably be expected to be restored within ninety (90) days of the happening of the injury thereto, and LANDLORD elects, in writing, within twenty-five (25) days from the occurrence of the damage that the premises should be repaired or restored, the same shall be repaired with due diligence by LANDLORD, at its cost and expense, and the rent payable herein shall be proportionately paid to the time of the damage and thereafter cease until such time as the premises are fully restored. If the Leased Premises are in such a state they cannot reasonably be expected to be restored within ninety (90) days of the happening or injury, but LANDLORD elects that the premises should be repaired or restored, this Lease may be continued only at the agreement of both parties. In either of the latter two cases, if the election to restore is not made as aforesaid, then this Lease shall cease and terminate and no rent shall be paid by COUNTY for the period subsequent to the date of damage. If the premises cannot be occupied by COUNTY because of the foregoing circumstances or because the Lease has been terminated for any reason whatsoever, LANDLORD shall refund to COUNTY all.rent which has been paid in advance and which is applicable to the relevant period of . inocGupancy. LANDLORD shaH not be responsible to COUNTY for damage to or destruction of COUNTY'S furniture, furnishings, equipment, or other personal 8 . property in, on or about the Leased Premises, unless caused by the negligent or willful acts of LANDLORD, its agents, or employees. IXX. HOLDING OVER In the event of holding over by COUNTY after expiration or termination of this Lease without written consent of LANDLORD, COUNTY shall pay as liquidated damages one and one half (1 %) times the Rent which COUNTY was obligated to pay for the month immediately preceding the end of term of this Lease. No holding over by COUNTY after the term of this Lease shall operate to extend the term. In the event of any unauthorized holding over, COUNTY shall indemnify LANDLORD against all claims for damages by any other tenant to whom LANDLORD may have leased all or any part of the Leased Premises covered hereby. Any holding over with the consent of LANDLORD, in writing, shall thereafter constitute this Lease a lease from month to month. XX. DEFAULT BY COUNTY A. COUNTY may be deemed to be in default if rent payments due under this Lease Agreement remain unpaid for twenty (20) days after written notice from LANDLORD; and/or if COUNTY fails to perform other covenants which it is required to perform under the terms and conditions of this Lease Agreement, with the . exception of those disputes which must be resolved by a court of competent jurisdiction, which continue after thirty (30) days written notice by LANDLORD. In the event of the occurrence of any or all of the above conditions, the LANDLORD may elect to exercise any of the following remedies at law or in equity: B. LANDLORD may terminate this Lease and by legal process repossess the Leased Premises and be entitled to recover damages, which may include (i) the cost of recovering the Leased Premises; (ii) the unpaid rent owed at the time of termination, plus interest thereon from due date; (iii) the balance of the rent for the remainder of the term and (iv) any other sum of money as may be determined fair and equitable under the circumstances by the court having jurisdiction over the matter. C. LANDLORD may terminate COUNTY'S right of possession (but not this Lease) and may repossess the Leased Premises upon reasonable notice to COUNTY and without terminating this Lease, in which event, LANDLORD will make a good faith effort to relet the same for the account of COUNTY at comparable market rental rates and upon comparable terms. For the purpose of the reletting, LANDLORD is authorized to restore the Leased Premises to building standard and (i) if LANDLORD shall fail to relet the Leased Premises or (ii) if the same are relet and a sufficient sum shall not be realized from the reletting after paying the unpaid rent due hereunder earned but unpaid at the time of relettlng plus interest in accordance with . Minnesota Statutes (1996), Section 471.425, the cost of recovering possession and all of the costs and expenses of repairs, changes, alterations, and additions by 9 . LANDLORD and the expense of the reletting and of the collection of the rent accruing therefrom to satisfy the rent provided for in this Lease to be paid, then COUNTY shall pay to LANDLORD, as damages, a sum equal to the amount of rent reserved in this Lease for such period or shall satisfy and pay the deficiency upon presentation of a proper invoice therefor from time-to-time, and COUNTY agrees that LANDLORD may file suit to recover any sums falling due under the terms of this clause. Notwithstanding any reletting without termination, LANDLORD may, at any time thereafter, elect to terminate this Lease for the previous breach. D. If the default can be cured by the expenditure of money, LANDLORD may cure the default; charge the reasonable cost thereof to COUNTY and COUNTY shall pay the same within thirty (30) days of written demand, together with interest thereon at the maximum rate allowed by law. Thereafter, COUNTY shall have no further obligation to cure the default. E. In any such legal proceeding instituted by LANDLORD under the provisions of this Lease, COUNTY shall not be deemed to have admitted defaults as claimed by LANDLORD, in spite of LANDLORD'S written notice to the contrary and reserves all of its legal defenses in law or equity and the right to interpose counterclaims which may have arisen in its favor. XXI. LANDLORD LIABILITY, INDEMNIFICATION AND INSURANCE . A. LANDLORD shall indemnify and hold harmless COUNTY, its officers and employees from and against liability, loss, damage, costs, and expenses which COUNTY or its employees or agents may hereafter sustain, incur, or be required to pay, arising out of or resulting from the performance of this Lease, provided that any claim, damage, loss, or expense is (1) attributable to personal or bodily injury, sickness, disease, or death or to injury to or destruction of tangible personal property (other than personal property covered or coverable by insurance pursuant to other provisions of this Lease) and is (2) caused solely by negligent acts or omissions of LANDLORD or anyone directly or indirectly employed by LANDLORD or anyone for whose acts LANDLORD may be liable; but excluding any claim, damage, loss or expense attributable to any criminal acts. Nothing herein shall be deemed a waiver of the limitations on liability, defenses, exceptions to liability, and immunities set forth in Minnesota Statutes 99 466.02 and 466.04, or other applicable law, such limitations on liability, defenses, exceptions to liability, and immunities being expressly reserved herein. B. In order to protect itself as well as COUNTY under the indemnity provisions in this Lease, LANDLORD will entertain such claims in an amount not more than Three Hundred Thousand ($300,000.00) Dollars per claimant for death, bodily injury, personal injury, property loss and/or damages and One Million ($1,000,000.00) Dollars for total personal injury, bodily injury, property loss and/or damages arising from anyone . occurrence, or limits which may be subsequently established in Minnesota Statutes 9 466.04. LANDLORD warrants that it is self-insured and is able to comply with the 10 . foregoing indemnification and insurance coverage requirements. C. LANDLORD, at its expense, may procure fire, windstorm, and extended coverage insurance on the Building. The policy is to include a "waiver of subrogation" clause so long as such clauses are legally enforceable and/or permissible in Minnesota. COUNTY and LANDLORD hereby mutually waive subrogation for damages to property so long as such waivers are enforceable and/or permissible in Minnesota. XXII. COUNTY LIABILITY, INDEMNIFICATION AND INSURANCE A. COUNTY shall indemnify and hold harmless LANDLORD, its officers and employees from and against liability, loss, damage, costs, and expenses which LANDLORD or its employees or agents may hereafter sustain, incur, or be required to pay, arising out of or resulting from the performance of this Lease, provided that any claim, damage, loss, or expense is (1) attributable to personal or bodily injury, sickness, disease, or death or to injury to or destruction of tangible personal property (other than personal property covered or coverable by insurance pursuant to other provisions of this Lease) and is (2) caused solely by negligent acts or omissions of COUNTY or anyone directly or indirectly employed by COUNTY or anyone for whose acts COUNTY may be liable; but excluding any claim, damage, loss or expense attributable to any criminal acts. Nothing herein shall be deemed a waiver of the limitations on liability, defenses, exceptions to liability, and immunities set forth in Minnesota Statutes SS . 466.02 and 466.04, or other applicable law, such limitations on liability, defenses, exceptions to liability, and immunities being expressly reserved herein. B. In order to protect itself as well as LANDLORD under the indemnity provisions in this Lease, COUNTY will entertain such claims in an amount not more than Three Hundred Thousand ($300,000.00) Dollars per claimant for death, bodily injury, personal injury, property loss and/or damages and One Million ($1,000,000.00) Dollars for total personal injury, bodily injury, property loss and/or damages arising from anyone occurrence, or limits which may be subsequently established in Minnesota Statutes S 466.04. COUNTY warrants that it ;s self-insured and is able to comply with the foregoing indemnification and insurance coverage requirements. C. COUNTY, at its expense, may procure fire, windstorm, and extended coverage insurance on the Building. The policy is to include a "waiver of subrogation" clause so long as such clauses are legally enforceable and/or permissible in Minnesota. COUNTY and LANDLORD hereby mutually waive subrogation for damages to property so long as such waivers are enforceable and/or permissible in Minnesota. XXIII. NOTICES Any notice or demand, which mayor must be given or made by a party hereto, under the terms of this Lease or any statute or ordinance, shall be in writing and shall . be sent registered or certified mail to the other party addressed as follows: 11 .- - - - .-- . TO LANDLORD: City of Hopkins clo Assistant City Manager 1010 South First Street Hopkins, Minnesota 55343 COpy TO: Miller, Steiner & Curtiss, P .A. 1011 First 8t. 8. #400 Hopkins, MN 55343 TO COUNTY: Manager, Leasing & Land Management Division Department of Housing, Community Works and Transit 417 N. 5th Street, Suite 320 Minneapolis, MN 55401-1362 Either party may designate a different addressee at any time by giving written notice thereof as above provided. Any notice delivered by hand shall be deemed received upon actual delivery. XXIV. COUNTY'S RIGHT TO CURE LANDLORD DEFAULT If LANDLORD shall fail to pay the principal, interest or installment of eIther on any contract for deed or on any mortgage paramount to this Lease, or any installment of . taxes, charges, easements, water, or other charges affecting the premises, within ten (10) days after due, or shall fail promptly to remove any other lien or charge which could jeopardize the COUNTY'S right to possession as hereby granted, COUNTY may pay the items in question. Any such payment shall entitle COUNTY to be subrogated to the lien or charge of the item so paid until COUNTY is reimbursed by LANDLORD for the same. In addition, COUNTY shall be entitled to reimbursement thereof from LANDLORD, and COUNTY may apply such claim against any subsequent installment of rent. XXV. QUIET ENJOYMENT LANDLORD covenants that it is well seized of and has good right to lease the premises, will warrant and defend the title thereto, and will indemnify against any damage and expense which COUNTY may suffer by reason of any lien, encumbrance, restriction, or defect in its title to or the description herein of the premises. LANDLORD further warrants and covenants that the premises may be used for the purposes herein contemplated throughout the term of this Lease and any extension hereof and COUNTY shall quietly enjoy the premises for the full term herein granted and for all extensions herein provided. XXVI. ASSIGNMENT OR SUBLEASE BY COUNTY . COUNTY shall not assign or in any manner transfer this Lease or any interest therein or sublet the Leased Premises or any part or parts thereof, or permit occupancy 12 . by anyone without the prior written consent of LANDLORD, which consent shall not be unreasonably withheld or delayed. Consent by LANDLORD to one or more assignments of this Lease or to one or more sublettings of the Leased Premises shall not operate as a waiver of LANDLORD'S rights under this clause. No assignment shall release COUNTY of any of its obligations under this Lease nor be construed or taken as a waiver of any of LANDLORD'S rights hereunder. The acceptance of rent from someone other than COU NTY shall not be deemed to be a waiver of any of the provisions of this Lease or consent to any assignment or subletting of the Leased Premises. LANDLORD shall have the right to terminate this Lease in the event of COUNTY'S failure to comply with terms of this Clause. Should the COUNTY sublet the Leased Premises or any portion thereof, COUNTY shall pay to the LANDLORD each month as additional rent one hundred percent (100 %) of any amount paid to the COUNTY pursuant to the sublease that is in excess of the monthly gross rent paid by the COUNTY to the LANDLORD. XXVII. AFFIRMATIVE ACTION POLICY A. In accordance with COUNTY'S policies against discrimination, LANDLORD agrees that it shall not exclude any person from full employment rights or participation in, or the benefits of, any program, service or activity on the grounds of race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, or national origin; and no person who is protected by applicable Federal or State laws against . discrimination shall be otherwise subjected to discrimination. B. Pursuant to Hennepin County Board Resolution, if this Agreement is for a sum over $100,000 or is one of several current contracts with said LANDLORD totaling more than $100,000, or is amended to exceed $100,000; and said LANDLORD has not submitted to COUNTY a current approved Affirmative Action Plan ("AAP") from another governmental jurisdiction, then said LANDLORD shall have a current Affirmative Action Plan, approved by COUNTY'S Contract Manager, Purchasing and Contract Services Division, on file at LANDLORD'S facility. LANDLORD hereby agrees to keep the AAP current and available for review by COUNTY'S Contract Manager during the term of this Lease Agreement and any extensions thereto. LANDLORD also agrees to submit an Annual Workforce Report (Hennepin County Form CC400) to COUNTY'S Contract Manager, Purchasing and Contract Services Division. C. LANDLORD also agrees that COUNTY shall have access to the AAP and the right to make on-site visits from time to time during normal business hours for the purpose of determining compliance with the aforementioned requirements. If LANDLORD fails to demonstrate good faith efforts to correct identified deficiencies, and/or fails to submit requested reports or information required by COUNTY, and/or has engaged in discriminatory practices, COUNTY may consider such action or failure to act a condition of Default under this Lease Agreement and COUNTY may exercise any and all remedies available to it in law or in equity. . 13 ---- -..----.....-----. . D. LANDLORD shall not be required to submit evidence of an approved AAP under the following circumstances: 1. This Lease Agreement is a contract with a government entity, a contract under a cooperative purchasing agreement, a contract where the county is receiving funds; 2. This Lease Agreement is for the occupancy or possession of space in response to emergency or life safety (threatening) related circumstances; 3. This Lease Agreement is with a LANDLORD who has an average of thirty (30) or fewer fu II-ti me/benefit-earning employees during the twelve (12) months preceding the execution of this Agreement. XXVIII. PAPER RECYCLING COUNTY encourages LANDLORD to develop and implement an office paper and newsprint-recycling program. XXIX. WAIVER OF COVENANTS Failure of LANDLORD or COUNTY to insist, in anyone or more instances, upon . strict performance of any term, covenant, or condition of this Lease or to exercise any option herein contained shall not be construed as a waiver or a relinquishment for the future of the term, covenant, condition, or option, but the same shall continue and remain in full force and effect. The receipt by LANDLORD of rents with knowledge of a breach in any of the terms, covenants, or conditions of this Lease to be kept and performed by COUNTY shall not be deemed a waiver of the breach, and LANDLORD or COUNTY shall not be deemed to have waived any provision of this Lease until expressed in writing and signed by LANDLORD or COUNTY. XXX. LANDLORD'S USE OF SATELLITE DISH It is expressly understood by LANDLORD and COUNTY that in executing this Lease Agreement, COUNTY does not grant to LANDLORD any rights of access to or use of the Satellite Dish, nor has LANDLORD expressed any immediate desire to acquire any rights of access to or use of the Satellite Dish. LANDLORD and COUNTY acknowledge that in the future COUNTY may have surplus capacity on COUNTY'S Satellite Dish and that it may be mutually acceptable for LANDLORD to take advantage of and use all or part of the surplus capacity, if any, from time to time. In the event that LANDLORD desires to acquire any rights of access to or use of the Satellite Dish subsequent to execution of this Lease Agreement, LANDLORD and COUNTY hereby agree to use their best efforts to enter into good faith negotiations to modify this Lease Agreement, by written amendment hereto, to provide LANDLORD with limited access to and use of . the Satellite Dish, provided that (1) LANDLORD'S use of the Satellite Dish shall at all times be subordinate to COUNTY'S use, and that (2) for any month in which the 14 - - ...--..----- -------- - . Landlord makes any use of the Satellite Dish, the rent due from the County for that month shall be reduced by 50%. XXXI. MISCELLANEOUS A. This Lease shall be binding upon and inure to the benefit of LANDLORD, its successors, and assigns and shall be binding upon and inure to the benefit of COUNTY, and to the extent assignment may be approved by LANDLORD hereunder, COUNTY'S successors or assigns. B. If any term or provision of this Lease, with the exception of those terms or provisions which pertain to the quiet enjoyment and occupancy of the premises by COUNTY for the intended business purpose, is deemed invalid or unenforceable by any recognized tribunal, including a certified mediator, arbitrator, or court of competent jurisdiction, the remainder of this Lease shall be valid and enforceable to the extent permitted by law. C. The captions in this Lease are for convenience only and are not part of this Lease. D. This Lease is declared to be a Minnesota contract, and all of the terms hereof shall be construed according to the laws of the State of Minnesota. . (THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.) . 15