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HomeMy WebLinkAbout[10a] Gold Cross Agreement 11 Council Agenda Item 10a MEETING DATE: June 6, 2016 AGENDA ITEM: Gold Cross Agreement SUBMITTED BY: Police Chief BOARD/COMMISSION/COMMITTEE RECOMMENDATION: PREVIOUS COUNCIL ACTION: BACKGROUND INFORMATION: Gold Cross has been researching possible locations for staging west of St. Cloud. During a recent discussion they questioned whether or not St. Joseph had space for an ambulance to park when they are not in service. Until the new facility is complete there would be space in the police garage. They only space they need is to park the vehicle and a space for the personnel to stay. In addition they would need an appropriate jack for a computer and desk space. The old office in the garage will work for the staff. When the City moves into the new facility they will have appropriate space there as well. In exchange for space, they are willing to provide police and fire with CPR training which is a cost to the City. The City will not be incurring additional charges due to the providing of space. The staging of an ambulance in St. Joseph will not change how the Fire Department responds. The department will still be paged as normal and just like to today if they could be canceled from the call for a number of reasons. It is not anticipated to change any function or response for the fire department. The ambulance that stages in St. Joseph will be busy responding to calls throughout the area. The agreement included in the packet is the same agreement that is used in other communities. BUDGET/FISCAL IMPACT: Reduction in Training Budget ATTACHMENTS: Request for Council Action Proposed Agreement REQUESTED COUNCIL ACTION: Authorize the Mayor and Administrator to execute the agreement between the City of St. Joseph and Gold Cross Ambulance Service. LEASE AGREEMENT This Lease Agreement ("Agreement") is made this day of , 2016, by and between the City of St.Joseph, Minnesota, a Minnesota ty(herein referred to as the "City and Gold Cross Ambulance Service, a Minnesota Corporation, (herein referred to as "Gold Cross"). RECITALS The parties recite and declare: 1. The City owns the building commonly referred to as the St.Joseph Police Department located at 25 1St Avenue NW, St.Joseph, MN 56374. 2. The City currently desires to provide Gold Cross with space in the Police Department for a Gold Cross ambulance in order to provide faster ambulance response times to the citizens of the City. 3. Gold Cross desires to obtain space in the Police Department for the operation of its ambulance service. 4. The City has determined that in order to provide generally for the health, safety, and welfare of the citizens of the City, it is currentfy beneficial for the City to provide Gold Cross such space in the Police Department, so long as Gold Cross's use of such space does not interfere with the use of the Police Department by the City. NOW,THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter act forth,the parties do hereby agree as follows: 1. PREMISES: 1.1 LEASED PREMISES: The City will provide to Gold Cross one bay within the Police Department for Gold Cross to use, in accordance with this Agreement, in the operation of its ambulance service. The bay made available to Gold Cross shall be determined by the City. The right of Gold Cross and its employees to occupy and use space within the Police Department shall be limited to the bay and the common areas described below and shall be referred to in this Agreement as the "Leased Premises." Any proposal to relocate the Leased Premises or to expand within the Police Department shall require a renegotiation of this Agreement. 1.2 CONDITION OF PREMISES: Gold Cross's acceptance of the Leased Premises will be "as is" with no express or implied warranties. 1.3 USE OF PREMISES: Gold Cross shall use and occupy the Leased Premises solely for an ambulance service. No other use is authorized without the prior written consent of the City. 1.4 COMMON AREAS: Gold Cross and its employees shall have access to and use of designated areas within the building housing the Police Department to the extent such use does not interfere with the use by the City. 1.5 NO UNLAWFUL USES: Gold Cross will not use, occupy or permit the Leased Premises, or any part thereof,to be used or occupied for any unlawful or illegal business, use or purpose, nor any business, use or purpose deemed by the City to be disreputable or hazardous nor in such manner as to constitute a nuisance of any kind, nor for any purpose or in any way in violation of any present or future federal, state, or local laws, rules, requirements, or ordinances enforced by the City. If Gold Cross receives any written notice of any such violation, applicable to the Leased Premises, it shall give prompt notice thereof to the City. 1.6 RULES AND REGULATIONS: Gold Cross, its officers, employees, agents, and invitees, shall observe and comply with all reasonable rules and regulations governing the building as may be determined from time to time in writing by the City on behalf of the City for the general safety, comfort and convenience of Gold Cross and the City. Any failure to observe any such rule or regulation shall constitute failure to perform a term of this Agreement. 2. TERM 2.1 TERMS OF LEASE: The term of this Agreement shall be for one year commencing on June 1, 2016 and continuing to midnight of May 31, 2017, unless earlier terminated by law or as provided herein. Each party reserves the right to terminate said lease upon 30 day notification. 2.2 EXTENSION OF LEASE: Unless thirty(30) days written notice is given prior to the expiration of the lease term by the City to Gold Cross of the desire to have exclusive possession of the Leased Premises or to change the conditions of this Agreement after expiration, or unless like notice is given by Gold Cross to the City of the intention to vacate the Leased Premises after expiration.,this Agreement shall be considered as extended and binding in all its provisions for one year after expiration. This Agreement shall so continue in operation and effect for further terms of one year each until such notice is given by either party prior to the expiration of one such extended term. 3. RENT 3.1 REIMBURSEMENT OF COSTS INCURRED BY THE CITY: In consideration for its use of the leased Premises, Gold Cross shall reimburse the City for any and all costs incurred by the City resulting from Gold Cross's use of the Leased Premises including, but not limited to, costs associated with Gold Cross's usage of heat, water, and sewer services, electricity, trash removal, and office and restroom supplies. In the event the City contracts for cleaning services for the Police Department,Gold Cross shall reimburse the City for a proportionate share of the costs of such cleaning services. The proportionate share of such costs shall be agreed upon by the City and Go1d Cross at the time such cleaning services are retained. The City shall bill Gold Cross for its share of these services and supplies quarterly. Upon the actual and regular occupation of the bay within the Leased Premises by Gold Cross with an ambulance, Gold Cross shall pay additional compensation to the City in the amount agreed to by the City and Gold Cross in writing. Such writing shall be incorporated in and constitute an amendment to this Agreement. 4. UTILITIES;SERVICES: 4.1 GOLD CROSS'S OBLIGATIONS: Gold Cross shall be obligated to pay directly for all costs associated with all phone and communication services used by Gold Cross in the conduct of its ambulance service business. 4.2 INTERRUPTION OF SERVICES: The City does not warrant that any services or utilities will be free from interruptions cause by breakdowns, maintenance, repairs, improvements, alterations, strikes, stoppages, shortages, accidents, inability of the City to obtain fuel or supplies or any other cause or causes, whether within or beyond the reasonable control of the City. Any such interruption of service shall not be deemed an eviction or disturbance of Gold Cross's use or possession of the Leased Premises or any part thereof,or render the City in any way liable to Gold Cross for damages or relieve Gold Cross from performance of its obligations under this Agreement. 5. MAINTENANCE AND REPAIRS 5.1 GOLD CROSS'S OBLIGATIONS: Gold Cross, all at its own cost and expense,shall keep the Leased Premises neat, clean, and in sanitary condition and in as good order and repair as of the time Gold Cross took possession of the same, reasonable wear and tear and damage from fire or other casualty for which insurance proceeds are available to the City and Gold Cross excepted. All damage or injury to the Police Department and to its fixtures; appurtenances and equipment ar to the building, if not covered by fire and extended coverage insurance on the building, caused by (i) Gold Cross moving property in or out of the building, or in or out of the Police Department, however caused, or(ii) by installation or removal of furniture,fixtures or other property, however caused, or(iii)fire, explosion, short circuits, flow or leakage of water, steam,gas sewage or odors or by frost or by bursting or leaking pipes or of improper conduct or other cause of Gold Cross, its servants, employees, agents,visitors, or licensees, shall be repaired, restored or replaced promptly by Gold Cross at its sole cost and expense to the satisfaction of the City and City. All aforesaid repairs, restorations, and replacements shall be in quality and class equal to the original work or installations and shall be done in a good and workman-like manner. If Gold Cross fails to promptly make such repairs, restorations, or replacements, the same may be made by the City and Gold Cross shall be liable for any and all expenses incurred by the City in the performance of this work. If the City make such repairs the City will not be responsible to Gold Cross for any loss or damage that may accrue to Gold Cross's property or business by reason of making the repairs. Further, Gold Cross shall be required to assist the City with the cleaning of all common areas used by Gold Cross and its employees. Further, Gold Cross shall be required to lock the building upon exiting it to ensure the security of City equipment. 6. LOSS AND DAMAGE 6.1 GOLD CROSS'S PROPERTY: All property and improvements of Gold Cross in or about the Leased Premises shall be kept, stored and/or maintained at the sole risk of Gold Cross without any liability of the City or City for loss or damage thereto, including but not limited to loss from fire, explosion, wind, rain, hail, water leakage, bursting of pipes or conduits, sprinklers, gas, electricity o� structural failure, regardless of negligence, nor shall the City be liable to Gold Cross for any interruption of business conducted by Gold Cross, regardless of cause. 6.2 CASUALTY:TERMINATION OF AGREEMENT: If the Police Department is damaged or destroyed by fire or other casualty then this Agreement shall automatically cease and terminate, and any rents and all additional payments due hereunder shaii be apportioned, as of the date of such damage or destruction, and Gold Cross shall vacate the Leased Premises and surrender the same to the City immediately. 7. ALTERATIONS 7.1 ALTERATIONS BY THE CITY: The City shall have the right at any time to change the arrangement or location of entrances, passageways, doors and doorways, corridors, stairs,toilets and other like public service portions of the Police Department, provided that if such changes substantially diminish or interfere with Gold Cross's use of the Leased Premises, Gold Cross may terminate this Agreement by providing notice to the City as provided herein. 7.2 ALTERATIONS BY GOLD CROSS: Gold Cross will not make any alterations, additions or improvements to the Leased Premises without first obtaining the prior written consent of the City, which consent may be withheld for any reason. Any alterations, additions or improvements made by Gold Cross shall be done at Gold Cross's sole cost and expense. Any such alterations, additions or improvements sha11 thereafter become the property of the City, unless otherwise agreed to by the City and Gold Cross in writing. If any such alterations, additions or improvements are made without the prior written consent of the City,the City may correct or remove the same and Gold Cross shall be liable for any and all expenses incurred by the City in the performance of this work. 8. INDEMNIFICATION 8.1 GOLD CROSS TO INDEMNIFY: Gold Cross shall hold the City harmless from and indemnify the City against any and all liability, damage, loss and expense arising or resulting from the acts or omissions of, or cause by, Gold Cross or its employees, servants, agents, guests, assigns, subtenants,visitors or licensees in, upon or about the Leased Premises,the Police Department, or the adjacent areas, including all common areas, or arising out of or related to the use and occupancy of the Leased Premises or the business or activity conducted with respect thereto, including injuries to person and property. If an employee of either City is also a Gold Cross employee,the employee shall fall under the policies, rules, and regulations of the uniform the employee is wearing at the time of incident. 8.2 LIMIT OF LIABILITY: In the event Gold Cross shall have any claim of any nature whatsoever in respect to this Agreement or Gold Cross's use of the Leased Premises or any part of the Police Department, and not withstanding any other provisions of this Agreement to the contrary, Gold Cross shall have no right or cause of action against the City, or any of their employees personally. 8.3 LIENS: Gold Cross will not commit or suffer any act or neglect whereby the Leased Premises or any part of the Police Department or land on which the building is located will, at any time during the term of the Agreement, become subject to any attachment, judgement, lien, charge or encumbrance whatsoever, and wilt indemnity and hold the City harmless from all loss, cost and expense with the respect to such encumbrance. If Gold Cross shall fail to discharge any such lien within ten (10) days after notice from the City, the City may, at its option, discharge the same and treat the cost thereof, plus interest thereon at the rate of eight percent (8�0) per annum, as additional rent payable with the rent next becoming due, it being expressly agreed that such discharge by either City shall not be deemed to waive or release the default of Gold Cross in not discharging the same. 9. INSURANCE 9.1 INSURANCE COMPANIES: It is agreed that all policies of insurance to be maintained in force by the respective parties to this Agreement shall be obtained from good and solvent insurance companies. 9.2 PUBLIC LIABILITY INSURANCE: Gold Cross will, at its own expense, at all times during the term of this Agreement maintain in force a policy or policies of insurance, self-insured through the Mayo Foundation or written by one or more responsible insurance carriers approved by the City, which will insure the City against liability or injury to or death of persons or loss or damage to property occurring in or about the Police Department. The liability under such insurance shall not be less than One Million Dollars ($1,000,000.00)for any one person killed or injured, One Million Dollars($1,000,000.00)for any one accident and One Million Dollars ($1,000,000.00)for property damage. Gold Cross is to provide a certificate of liability insurance listing the City as an additional insured. Said certificate is to be updated prior to its expiration. 9.3 WORKER'S COMPENSATION INSURANCE: Gold Cross will, at its own expense, at all times during the term of this Agreement maintain in force worker's compensation insurance as required by Minnesota Statutes, Section 176.181. 9.4 RELEASE FROM LIABILITY RESPONSIBILITY: Notwithstanding any provision in this Agreement to the contrary,the City and Gold Cross each hereby releases the other party from any and all liability or responsibility to such party or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to the premises, Gold Cross property on the premises,to the building or the real property on which it is situated, or to property located thereon, resulting from any occurrence coverable by property damage insurance policies commercially available or required to be maintained here under by such party, even if such occurrence shall have been caused by the fault or torturous act or omission of the other party or anyone for whom the other party may be responsible. The City and Gold Cross will require that its insurance policies will include such a clause or endorsement permitting such waiver, but the failure to obtain such a clause or endorsement shall not negate the waiver provided in this section. 10. ASSIGNMENT:SUBLETTING 10.1 NO ASSIGNMENT OR SUBLET: Gold Cross shall not (i) sell, assign, mortgage, pledge, hypothecate or in any manner transfer this Agreement or any estate or interest hereunder; or(ii) sublet the Leased Premises or any part or parts thereof. 11. DEFAULT: 11.1 GOLD CROSS'S BREACH: Should Gold Cross breach any of the terms of this Lease including the covenant to pay rent,the City may give Gold Cross written notice of such breach, and Gold Cross shall immediately commence to cure such breach, and shall diligently proceed with and complete the curing of such breach within ten (10) days. 12. RE-ENTRY: 12.1 CITY'S OPTION: Upon re-entry the City may: (i) Terminate this Agreement and/or (ii) Terminate Gold Cross's right to possession of part of all the Leased Premises. 13. TERMINATION 13.1 ELECTION TO TERMINATE: In addition to terminating this Agreement at the expiration of its term, as provided for in Section 2.2 above, any party hereto may terminate this Agreement for any reason by giving the other party thirty(30) days written notice. 13.2 CONDITION OF PREMISES: On the last day of the term of this Agreement,or on the sooner termination thereof, Gold Cross shall peaceably surrender the Leased Premises broom-cleaned and in as good condition as when received, except for reasonable wear and tear and except for damage which the City is obligated to repair. 13.3 REMOVAL OF GOLD CROSS'S PROPERTY: If Gold Cross shall vacate or surrender the Leased Premises after the termination of this Agreement without removing all of Gold Cross's personal property and fixtures as agreed, the City may, in their sole discretion, elect to treat such property as having been abandoned b Gold Cross, and in such event, Gold Cross herby authorizes the City to dispose of such property without advance notice to Gold Cross. Upon demand, Gold Cross shall reimburse the City for all such costs of disposal within 30 days of receipt of bill or statement. 14. CONTRACT INTERPRETATION: 14.1 ENTIRE AGREEMENT: This Agreement represents the entire agreement between the parties hereto, and there are no agreements, understandings or undertakings except as set forth herein. Ali prior negotiations and writings between the parties and their representatives are superseded hereby. This Agreement may not be amended, modified or supplemented except by a writing, duly and properly executed, and no term, condition or covenant hereof may be waived other than by such writing. 14.2 APPLICABIE LAW:SEVERABILITY: The validity, performance, interpretation and enforcement of this Agreement shall be governed by the laws of the State of Minnesota. If any provision of this Agreement, or portion thereof, or the application thereof to any person or circumstances shall,to any extent, be held by a Court of competent jurisdiction to be invalid or unenforceable,the remainder of this Agreement shall not be affected thereby and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 15. AUTHORITY 15.1 Each individual executing this Agreement on behalf of a City or organization represents and warrants that they are duly authorized to execute and deliver this Lease on behalf of said City or organization and that this Agreement is a valid and binding obligation of said City or organization in accordance with the terms hereof. 16. MISCELLANEOUS 16.1 NO PARTNERSHIP: Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture of or between the City and Gold Cross, or to create any other relationship between the parties hereto other than that of Lessor and Tenant. 16.2 ATTORNEY FEES: In consideration of the limited rent charged to Gold Cross under this Agreement, Gold Cross shall reimburse the City for their reasonable attorney fees incurred in drafting and reviewing this Lease and any subsequent amendments hereto. IN WITNESS WHEREOF,the parties have executed this Lease Agreement on the dates indicated below. LESSOR: THE CITY OF ST.JOSEPH, MINNESOTA DATED: , 2016 BY: MAYOR DATED: , 2016 ATTEST: BY: CITY ADMINISTRATOR DATED: ,2016 TENANT: GOLD CORSS AMBULANCE SERVICE BY: ITS: