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HomeMy WebLinkAbout05(E) - Approval of Kop Storage Building Agreement Renewals Report 1 DEVELOPMENT AND FACILITY USE AGREEMENT BY AND BETWEEN THE CITY OF PRIOR LAKE AND THE ROTARY CLUB OF PRIOR LAKE THIS DEVELOPMENT AND FACILITY USE AGREEMENT (the “Agreement”), is made as of the ____________ day of _________________________, 20_____, between THE CITY OF PRIOR LAKE, a municipal corporation under the laws of the State of Minnesota (the “City”) and THE , a nonprofit corporation under the laws of the state of Minnesota (the “Association”). RECITALS: WHEREAS, the City is the owner of certain land in the County of Scott, State of Minnesota, known as Lakefront Park (the “Park”) as shown on Exhibit A attached hereto and made a part hereof; WHEREAS, the City has constructed a building in the Park to provide storage (“Building”); WHEREAS, the Association wishes to use a portion of the Building as provided in this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, conditions, and promises set forth in this Agreement: 1. Building. The Association shall be granted exclusive use of a 134 square foot portion of the Building identified on Exhibit B, attached hereto and incorporated herein, (“Premises”) pursuant to the terms and conditions of this Agreement. The Association may begin use of the Premises upon payment of the Financial Contribution defined below. 2. Rent. The Association shall pay to the City as Rent for use of the Premises $XXX annually by January 31 each year. (“Rent”). The first Rent payment must be submitted to the City by January 31, 2025. 3. Term. In consideration for its Rent payment, the Association shall be permitted to use the Premises for storage. The term of this Agreement and the Association’s right to use the Premises for storage shall commence on January 1, 2025 and expire on December 31, 2034. 4. Building Rules and Regulations. The City may, in its sole discretion, adopt and enforce rules and regulations for the use and occupancy of the Building. The Association, its members, agents, employees, officers, invitees or anyone who uses the Building pursuant to this Agreement (collectively “Association Affiliates”) agree to follow all such rules and regulations 2 adopted by the City. The Association and all Association Affiliates shall use the Building solely for storage and shall comply with all reasonable requests of the City relating to use of the Building. If the Association fails to follow any such rules and regulations the City may terminate this Agreement and the Association shall no longer have any rights to use the Premises. 5. Inspection. The City shall, at all times, have the right to enter the Building and the Premises for purposes of inspection and to enforce any provisions of this Agreement; provided, however, no liability shall be imposed upon the City for any failure to inspect or enforce. 6. Building Owned By City. The Building shall at all times be the sole property of the City. The Association’s only interest in the Building shall the right to use the Building as set forth herein. 7. Insurance. The City shall maintain insurance coverage for damage to the Building. The Association shall obtain and maintain commercial general liability insurance protecting the City and the Association against liability for all injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the Association or Association Affiliate , their property, or their use of the Building. City shall not be responsible for any personal injury, death or property damage arising from or relating to the Association or Association Affiliate, their property or their use of the Building. 8. Indemnification. The Association shall indemnify, defend and hold harmless the City, its officers, employees and agents, with respect to any loss, liability, injury or damage that arises out of, or is in any way related to the acts or omissions of the Association or the Association Affiliates use of the Building. 9. Destruction of Building. If, at any time during the term of this Agreement, the Building shall be damaged or destroyed, the City shall have sole discretion as to whether the Building shall be repaired or restored. The City may consult with the Association in making such a decision, but shall not be required to do so. If the City, within one year of the destruction or damage, determines not to repair or restore the Building or does not make a determination regarding repair or restoration, this Agreement shall terminate automatically. The City shall not be liable to the Association for the destruction of the Building, the loss of Association personal property or the decision relating to repair or restoration. The City may elect, in the City’s sole discretion, to refund a portion of the Rent to the Association if the City receives “excess insurance proceeds”. As used in this paragraph, “excess insurance proceeds” constitute those insurance proceeds remaining after deduction of all costs incurred by the City in relation to the damage or destruction of the Building including but not limited to repair, restoration, demolition, site restoration, and administration. 10. Damage to Building. If the Building is damaged arising out of or in any way related to the Association or Association Affiliate’s use of the Building, the Association shall be liable to the City for all damage caused. The City shall evaluate the damage and provide a written 3 invoice to the Association setting forth the amount due to the City. The Association shall pay any amounts due within 30 days of receipt of the invoice. Surrender of Premises. Upon termination or expiration of this Agreement, the Association shall remove all equipment and personal property from the Premises. The Association shall surrender the Premises to the City in the same or similar condition as when the Association’s use began excepting ordinary wear and tear. 11. Good Faith Negotiation. At the expiration of this Agreement the City shall for a minimum of 90 days negotiate in good faith with the Association to extend or renew the Association’s use of the Premises with terms and rent mutually agreeable to both parties. 12. Assignment. The Association may not assign or delegate its rights and obligations under this Agreement to any other party without prior written approval from the City, which may be denied in the City’s sole discretion. 13. Data Practices Act. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). The Association, in performing any of the functions of the City, shall comply with those requirements as if it were a government entity. The City does not consider the storage of private equipment pursuant to this Agreement to be a government function, however if it is found to be a government function by the legislature or a court of competent jurisdiction the Association shall comply with the Data Practices Act. All subcontracts entered into by Association in relation to this Agreement shall contain similar Data Practices Act compliance language. 14. Discrimination. In performance of this Agreement, the Association shall not discriminate on the grounds or because of race, color, creed, religion, nation origin, sex, marital status, status with regard to public assistance, disability, sexual orientation, or age against any employee of the Association, any member of the Association, or any applicant to the Association. The Association shall include a similar provision in all contracts with contractors involved in the Project. The Association further agrees to comply with all aspects of the Minnesota Human Rights Act, Minn. Stat. § 363.01, et seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 15. Entire Agreement. This Agreement and the Exhibits contained herein constitute the final and complete agreement of the parties and shall supersede and replace any prior oral or written agreements between City and Association. Any subsequent modification must be in writing signed by both parties. 16. Limitation of Remedies. In the event of a breach of the Agreement by the City, the Association shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 17. Governing Law. This Agreement shall be governed and construed under the laws of the State of Minnesota and the parties agree that any actions arising out of or related to this agreement shall be venued in the State of Minnesota, Scott County District Court. 4 IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands as of the date set forth above. CITY OF PRIOR LAKE By ________________________________ Kirt Briggs, Mayor By ________________________________ Jason Wedel, City Manager THE ROTARY CLUB OF PRIOR LAKE By _________________________________ Its: 5 EXHIBIT A THE PARK 6 EXHIBIT B THE PREMISES