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HomeMy WebLinkAbout2012-032 Rice County Lease for 1225 Parshall StState of 9linnesota County of Wice CITY OF FARIBAULT RESOLUTION #2012 -032 LEASE AGREEMENT WITH RICE COUNTY FOR USE OF PARSHALL STREET TOWER SITE WHEREAS, all Minnesota communities benefit from a well trained, technically efficient and adequately funded emergency radio communications system that allows for interoperability between agencies involved in emergency management; and WHEREAS, the City has committed to participating with Rice County to implement an 800 MHz and Allied Radio Matrix for Emergency Response (ARMER) compliant radio system; and WHEREAS, it has been identified that improvements to the radio tower site located on City property located at 1225 Parshall Street will facilitate the implementation of this radio system; and WHEREAS, the City has had a lease agreement with Rice County for use of this tower site since 1995; and WHEREAS, this lease agreement with Rice County has been updated to reflect the changes that will be made to this tower site. NOW, THEREFORE BE IT RESOLVED, that the Faribault City Council hereby approves the new lease agreement and authorizes the Mayor and City Administrator to sign the new lease agreement with Rice County. Date Adopted: February 14, 2012 t City Council JW4 R. Jasinski, Mayor ATTEST: (a, Charles S. Whiting, City Administrator LEASE AGREEMENT This Lease Agreement ( "Agreement ") is made as of this L day of G (- , 2012, by and between the City of Faribault, a Minnesota municipal corporation (the "City "), whose address is 208 NW 1" Avenue, Faribault, MN 55021 and Rice County, a Minnesota political subdivision (the "County "), whose address is 320 N.W. 3rd Street, Faribault, MN 55021, for the lease of certain property located at 1225 Parshall Street, Faribault, Minnesota 55021 pursuant to the following terms: 1. PROPERTY. The City owns certain real property located at 1225 Parshall Street, legally described on Exhibit A attached hereto (the "City Property "). On September 6, 1995, the City entered into a 30 year lease with Minnesota RSA 10 Limited Partnership ( "Minnesota RSA 10 ") to allow Minnesota RSA 10 to construct a new 210 foot telecommunications transmissions tower and its appurtenances (the "Tower "), an equipment building and a security fence on the City Property (the "Minnesota RSA Lease "). As part of the Minnesota RSA Lease, Minnesota RSA 10 gave the City the right to install and place three communications antennas at the top of the Tower and the right to use the remaining antenna spaces available on the Tower. The City also retained the right to use the portion of the City Property that was not occupied by Minnesota RSA 10. The City hereby leases and grants to the County use of the City's antenna space on the Tower for emergency radio communications antennas and use of the City Property for the construction of certain improvements including, but not limited to, an equipment shelter with interior standby generator, fences, driveways, and ice bridges in the locations as depicted on Exhibit B attached hereto (the "Improvements "). 2. TERM. The term of this Agreement shall begin on clot. 14- , 2012 and shall terminate on August 31, 2025, if not terminated earlier by the parties ( "Term "). 3. RENT. A. Rent Amount. The annual rent shall be $1.00 per year. The City is entitled to retain any and all rent payments that it receives under the Minnesota RSA Lease. 4. USE. A. General. The County may use the City Property for the purpose of constructing, installing, operating, maintaining, removing, and replacing the Improvements in the locations designated on Exhibit B. The County agrees that it will ensure that its use of the City Property does not interfere with the maintenance or operation of the Tower and its appurtenances and Minnesota RSA's telecommunications business. The County shall comply with all present and future rules and regulations imposed by any local, state or federal authority having jurisdiction over transmissions and operations involved in the use and operation of the Tower and the equipment located thereon. B. Access to the City Property. The County shall have the right to access the City Property and its Improvements, 24 hours per day, seven days per week. The 397502v2 SJS FA105 -9 County shall be fully liable for any and all loss, damage or claim associated with its use of the City Property. 5. FACILITIES. A. Installation. The County shall install and maintain its Improvements in compliance with all applicable codes, ordinances and statutes, Federal Communications Commission ( "FCC ") rules and regulations and good engineering practices. The County agrees that the Improvements must be of a type and frequency which will not cause radio frequency interference to the City. B. Maintenance. The County shall reasonably and safely maintain and repair its Improvements at its own expense. 6. UTILITIES. A. Phone Service. The City has four phone lines that connect to the Tower and the Improvements. The County shall be entitled to use these phone lines. The County shall reimburse the City for one -half of the City's monthly phone service costs associated with these phone lines. The City will send the County periodic invoices for these costs, which shall be paid by the County within 30 days of the date of the invoice. B. Electricity. The County's antennas and the Improvements are in need of electricity to function. The County shall be responsible for maintaining electric service to its antennas and the Improvements. The City shall reimburse the County for one -half of the County's monthly electric service costs associated with the antennas and the Improvements. The County will send the City periodic invoices for these costs, which shall be paid by the City within 30 days of the date of the invoice. 7. INDEMNITY AND INSURANCE. A. Indemnity. The County shall defend and indemnify the City and hold the City harmless from and against any and all claims and demands relating to the negligence or misconduct of the County, its agents, contractors, officials and employees, including the payment of reasonable attorneys' fees and costs for damages to property and injury or death to persons, including any payments made under any workers' compensation law or any plan for employees' disability and death benefits, which may arise out of or be caused by the construction, installation, maintenance, presence, use or removal of the Improvements on the City Property. B. Workers' Compensation. The County must maintain workers' compensation insurance in compliance with all applicable statutes. The policy shall also provide Employer's Liability coverage. C. General Liability. The County must maintain an occurrence form Commercial General Liability Coverage. Such coverage shall provide for third party bodily 397502v2 SJS FA105 -9 2 injury and property damage arising out of the County's use, maintenance, or operation of the City Property and the Improvements. The County must maintain the aforementioned Commercial General Liability Coverage with limits of liability of $1,500,000 each occurrence. D. Property Insurance. The County must keep in force during the term of this Agreement a policy covering damages to its Improvements and their connections on the City Property, radio equipment and the County's antennas on the Tower. The amount of coverage shall be sufficient to replace the damaged property and loss of use. Pursuant to the Minnesota RSA Lease, Minnesota RSA maintains insurance for the Tower. E. Additional Insured — Certificate of Insurance. The County shall provide the City with evidence of the required insurance in the form of a Certificate of Insurance, which includes all coverage required in this Agreement. The County shall name the City as an Additional Insured on the Commercial General Liability Policy. The Certificate shall provide that the coverage may not be canceled without prior written notice to City. F. Casual . Neither party shall be liable to the other (or to the other's successors or assigns) for any loss or damage caused by fire or other casualty. 8. TERMINATION. A. Termination. Except as otherwise provided herein, this Agreement may be terminated at any time by either party without any penalty or further liability, upon the party providing 30 days' notice to the other party. B. Site Restoration. Upon termination of this Agreement, the County shall have 90 days from the termination date to remove its Improvements from the City Property and repair and restore the site. In the event that the Improvements are not removed within 90 days, the Improvements shall be deemed abandoned and become the property of the City and the County shall have no further rights thereto. 9. MAINTENANCE AND OPERATION OF THE CITY PROPERTY. A. County's Right to Operate. The City shall not be liable to the County for any interruption of the County's services or for interference with the operation of the Improvements arising in any manner from use of the City of the City Property, unless due solely to the negligence or willful misconduct of the City, its officials, employees, contractors, agents, or invitees. B. Temporary Interruptions of Service. If the City reasonably determines that continued operation of the Improvements would cause or contribute to an immediate threat to public health or safety including evidence that is failing to comply with the FCC emission standards to radio frequency transmission, the City may order the County to discontinue its operation. The County shall immediately comply with such order. Service shall be discontinued only for the 397502v2 SJS FA105 -9 period that the immediate threat exists. If the City does not give prior notice to the County, the City shall notify the County as soon as possible after its action and give its reason for taking the action. The City shall not be liable to the County or any other party for any interruption in the County's service or interference with the County's operation of its Improvements, except as may be caused by the negligence or willful misconduct of the City, its officials, employees or agents. If the discontinuance extends for a period greater than three days, either consecutively or cumulatively, the County shall have the right to immediately terminate this Agreement. 10. HAZARDOUS SUBSTANCES. The County represents and warrants that hazardous substances will not be generated, stored, disposed of or transported to, on, under, or around the City Property by the County. The County shall hold the City harmless from, defend and indemnify the City against any damage, loss, expense, response costs, or liability, including consultant fees and attorneys' fees resulting from hazardous substances generated, stored, disposed of, or transported to, on, under, or around the City Property by the County, or its officials, employees, agents or contractors. 11. CASUALTY. If any portion of the City Property or the Improvements is damaged by any casualty and such damage adversely affects the County's use of the City Property, this Agreement shall terminate as of the date of the casualty if the County gives written notice of the same within 30 days after the County receives notice of such casualty. 12. CONDEMNATION. If a condemning authority takes any portion of the City Property and such taking adversely affects the County's use of the Leased Premises, in the County's sole determination, this Agreement shall terminate as of the date of the taking if the County gives written notice of the same within 30 days after the County receives notice of such taking. The parties shall be entitled to make claims in any condemnation proceeding for the value of their respective interests in the City Property (which for the County may include, where applicable, the value of the Improvements and moving expenses). Sale of all or part of the City Property to a purchaser with the power of eminent domain in the face of exercise of such power shall be treated as a taking by condemnation. 13. MISCELLANEOUS. A. Integration; Amendment. This Agreement supersedes all prior discussions and negotiations and contains all agreements and understandings between the City and the County with respect to the Improvements on the City Property, including, but not limited to, the Radio Communications Tower Letter of Agreement between the City and the County dated August 30, 1995 and the Letter of Agreement regarding the Parshall Street Tower Lease dated January 3, 2012. This Agreement may only be amended in writing signed by both parties. All exhibits are incorporated into this Agreement by reference. B. Counterparts. This Agreement may be signed in counterparts by the parties hereto. C. No Assignment. The County shall not assign or transfer this Agreement at any 397502v2 SJS FA105 -9 4 time or sublease a portion of the City Property or space on the Tower without the City's prior written consent. The City may assign this Agreement upon written notice to the County. D. Notice. Notices shall be in writing and sent by United States Mail, postage prepaid, certified or registered with return receipt requested or by courier service to the address set forth in this Agreement. E. Governing Law. This Agreement shall be construed in accordance with the laws of Minnesota. F. Severability. If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. 397502v2 SJS FA105 -9 IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year first above written. CITY O FARI AULT By: Jo R. J inski Its: Mayor By: Charles S. Whiting Its: City Administrator RICE COUNTY Lo Jake Gillen Its: Chairperson Attest: Gary Weiers Its: County Administrator 397502v2 SJS FA105 -9 6 EXHIBIT A Legal Description of the City Property Beginning in the center of the Faribault- Cannon City Road (now called St. Paul Avenue), where the center line of Parshall Street (formerly called College Road) intersects same running thence North 71.5 degrees West along the center of said Parshall Street to a point where the center line thereof intersects the center of a road laid out and recorded in the office of Register of Deeds of Rice County, Minnesota, in Book 52 of Deeds, page 28, thence South 5 degrees East along the center of said dedicated road to its intersection with the center line of said St. Paul Avenue, thence North 45 degrees East along the center line of said St. Paul Avenue to the point of beginning. 397502v2 SJS FA105 -9 A -1 EXHIBIT B Location of the Improvements ex- 1 ,L !_..-ia�.r 1 +� +- _z. �_ °tea-+ . 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