18-69 - 10-16 - Amendment to Golden Valley MOU and lease Agreement RESOLUTION NO. 18-69
RESOLUTION APPROVING AMENDMENT TO THE GOLDEN VALLEY
COMMUNITY FOUNDATION MEMORANDUM OF UNDERSTANDING AND
OFFICE LEASE AGREEMENT
WHEREAS, the City of Golden Valley had entered into a Memorandum of
Understanding (MOU) with the Golden Valley Community Foundation (GVCF) on
December 20, 2016 attached as Exhibit A; and
WHEREAS, the City of Golden Valley had entered into an Office Lease Agreement
on March 7, 2017, in an area of the city building located at 7800 Golden Valley Road,
Golden Valley, MN attached as Exhibit B; and
WHEREAS, per the Memorandum of Understanding the City Council and the Golden
Valley Foundation Board meet annually to review the previous year; and
WHEREAS, the Council and Golden Valley Community Foundation met at the
October 9, 2018, Council/Manager meeting and discussed proposed amendments to the
MOU and Office Lease Agreement.
WHEREAS, the MOU will be amended to include a Sign Location Plan and the
Office Lease Agreement will be amended to update the building access hours and
representatives with access.
BE IT RESOLVED by the City Council of the City of Golden Valley that it hereby
adopts the attached amendments to the MOU and Office Lease Agreement.
Adopted by the City Council of Golden Valley, Minnesota this 16th day of October, 2018.
Shepard M. Harris,'Mayor
ATTEST:
0`"
L� 6�-t
Kristine A. Luedke, City Clerk
Memorandum of Understanding
Between City of Golden Valley and Golden Valley Community Foundation
BACKGROUND
At the July 2016 Council/Manager meeting, the City Council created a committee to
evaluate opportunities for furthering the relationship between the Golden Valley
Community Foundation ("Foundation") and the City of Golden Valley ("City"). Mayor
Shep Harris, Finance Director Sue Virnig, Parks & Recreation Director Rick Birno, and
City Manager Tim Cruikshank represented the City and Linda Loomis, Dean Penk, John
Kluchka, and Jeffrey Prottas represented the Foundation. After meeting in August and
October, the group created this document for consideration by the City Council and the
Foundation's governing board.
MISSION
The mission of furthering the relationship between the City and Foundation is to
increase and best leverage the Foundation's capacity to have a positive impact on the
Golden Valley community through the services it provides and work it performs, and
thereby improve the welfare of the community as a whole. It is understood that a
positive and collaborative relationship between the City and Foundation increases the
Foundation's capacity, which in turn benefits the City and the community. The
Foundation uses philanthropy, community initiatives and funding support to address the
changing needs and interests of GV neighbors and friends.
PURPOSE
The purpose of this document is to clarify the relationship between the City and
Foundation.
STATEMENT
The City recognizes that the Foundation's work improves the general welfare of the
Golden Valley community, reduces the administrative and financial burden on City
government and results in delivery of services to the community that the City may not
otherwise have the resources or capacity to deliver. The City believes in the role of a
community foundation and respects the Foundation's history and accomplishments. The
City appreciates the desire of the Foundation to strive to have an even greater impact in
Golden Valley for the overall good and well-being of the community, residents, and
businesses.
OFFICE SPACE
The City agrees to lease office space to the Foundation effective June 1, 2017. The
space will be the area located across from the DMV in the lower level of City Hall. It is
19'2" by 12'Y or approximately 228 square feet. The 2016 annual market value of this
office space is $ 18/sq. ft. or$4,104. This is net rent which includes taxes and utilities, as
provided by the County Assessor. The Foundation will be responsible for its own office
services and equipment, including phone number/system, computers, mailbox, office
furniture, copier, fax, and the like. The Foundation will collaborate with the City on
appropriate signage on and/or adjacent to the office door.
Exhibit A
The consideration to be provided to the Cite by the Foundation in return for the office
space includes that the Foundation will be responsible for, in full or in substantial part,
the Market in the Valley Farmers' Market (or similar program/event) between June and
October and the annual Golden Valley Arts & Music Festival (or similar program/event).
The City believes these two events are important to the welfare of the community. If not
for the Foundation's responsibility for these two events, the City would need to and
would choose to operate these events itself, and the cost to the City of doing so would
exceed the market value of the leased space. The City recognizes that the Foundation
may now and in the future operate and provide additional events, programs and
services that benefit the community beyond those two listed above.
The office space will be provided to the Foundation under a formal lease agreement,
with a month-to-month term and the City providing at least 90-days' notice prior to any
termination. Terms of the lease shall address issues of access and insurance, along
with other customary lease terms determined by the City. With regard to access, the
Foundation will have access to City Hall during normal business hours. The City will set
specific times for after-hours access and will control access to City Hall via electronic
keycard for these times. This will be done for safety and liability reasons. Access will
only be allowed to City Hall for purposes of utilizing the Foundation's leased space. With
regard to insurance, the Foundation must be insured and the City must be listed as an
additional insured on the policy or in the form of a rider.
BROOKVIEW COMMUNITY CENTER
The City is developing a policy for the use of community space in the new Brookview
Community Center ("Brookview") by private groups like the Foundation. The City
expects the policy will generally provide that service organizations using the facility for
not-for-profit uses will likely not pay a room rental fee. However, no outside food or
beverage will be allowed to be brought in and therefore any food or beverage service
would be required to be purchased from Brookview or one of its authorized vendors.
COMMUNICATIONS/ADVERTISING
The City will incorporate the Foundation into its Facebook page, website, publications
and electronic billboard in the following manner:
1. The City website will include a link to the Foundation website on the "About Golden
Valley" page and will include links to Market in the Valley and the Golden Valley Arts
Music Festival on the "Community Events" page. Both events will also be included
on the website City Calendar. On the website home page news feed, the City will
promote Market in the Valley twice before opening day, once before closing day, and
up to three times during the season for special event days at the Market. Promotion
will consist of a brief description of the Market or event followed by a link to the
Market in the Valley website. On the website home page news feed, the City will
promote the Golden Valley Arts & Music; Festival twice before the event. Promotion
will consist of a brief story featuring event highlights followed by a link to the Golden
Valley Arts & Music Festival website.
2. The City Facebook page will "Like" and "Follow" the Foundation Facebook page.
The City will share Market in the Valley Facebook posts to the City Facebook page
to promote Market in the Valley twice before opening day, once before closing day,
and up to three times during the season for special event days at the Market. The
City will share Golden Valley Arts & Music Festival Facebook posts to the City
Facebook page to promote the Golden 'Valley Arts & Music Festival twice before the
event. The City will select which event posts to share when multiple options are
available, and may coordinate selections with the Foundation.
3. The City electronic billboard will promote Market in the Valley starting one month
before opening day and throughout the season until closing day. The City electronic
billboard will promote the Golden Valley Arts & Music Festival starting one month
before the event. Other Foundation events will be promoted on the electronic
billboard upon request by the Foundation as long as the event complies with the
City's electronic billboard policy.
4. The City will list Market in the Valley and the Golden Valley Arts & Music Festival,
with links to the respective websites, on the "Upcoming Events" page in the editions
of Golden Valley CityNews that precede! the events. During the inaugural year of this
agreement, the City will provide one news story about the agreement in CityNews as
space allows. The City will provide space in its Recreation Activities Catalog to
promote Market in the Valley and the Golden Valley Arts & Music Festival in the
issue preceding each event. Promotions will be sized as space allows, and finished
artwork must be provided by the Foundation.
5. Callers/customers to City Hall for the Foundation or its programs/events will be given
the Foundation's contact information.
There will be no interference with daily City administrative operations or administrative
requests made of City staff by the Foundation. All contact related to new requests or
coordination from Foundation representatives to city staff must be initiated through the
City Manager's office.
PUBLIC ART
The City and Foundation will work collaboratively to create a process for the
advancement of more public art within the community. To the extent any art installations
involve expenditure of City funds or the installation is located on City property or public
right of-way, the City shall have final approval on the art itself and its placement.
EVENTS
The Foundation shall support and/or carry out the following events (or similar
program/event):
Market in the Valley Farmers' Market, Golden Valley Arts & Music Festival (including the
City's photo contest awards presentation as part of this event), and the Envision Award.
MEMBERSHIP AND VOLUNTEER RECRUITMENT
The City agrees to include on its Boards and Commissions application form a brief
summary of Foundation opportunities and an authorization for the City to share an
applicant's contact information with the Foundation for the purposes of promoting
participation in the Foundation's Board or Teams. The form of the authorization will be
determined by the City and an applicant's decision whether to provide such
authorization will be voluntary.
CITY FUNDING/GRANTS FROM FOUNDATION
The City and Foundation will work collaboratively to streamline the process by which
funds specifically donated to the Foundation for the purposes of funding a City project
for example: park equipment) are delivered to the City.
FUNDRAISING
The City recognizes fundraising is a critical aspect of what the Foundation does.
However, the City will not solicit funds on behalf of the Foundation, including through
any of its communication tools. The Foundation acknowledges City officials will need to
consider both real and perceived conflicts of interest arising from any involvement they
may have in the Foundation's fundraising activities, and such conflicts may limit or
prevent their participation in such activities.
ANNUAL MEETING
A meeting between the City and the Foundation Board representatives will occur at
least annually at Council/Manager meetings designated by the City.
TERMS
The terms of this Memorandum are subject to annual review by both parties with any
changes to be agreed upon by both parties in writing. Termination of the agreement
may be initiated by either party and implemented after 90 days' written notice to the
other party.
IN WITNESS WHEREOF, this Memorandum of Understanding has been agreed to and
executed by the duly authorized representatives of the City and the Foundation,
effective as of Q W4gy, r;G , 2016.
City4Gn Valley
By:
Tim y J. Cruikshank, City Manager
Golden Valley Co unity Foundation
By: l
Dean Penk, Board Chairperson
EXHIBIT B
AMENDED OFFICE LEASE
1. PARTIES. This Office Lease (the “Lease”) is entered into effective as of March 7, 2017,
by and between City of Golden Valley, a Minnesota municipal corporation (“Landlord”) and
Golden Valley Community Foundation, a Minnesota nonprofit corporation (“Tenant”).
2. PREMISES. Landlord leases to Tenant and Tenant leases from Landlord that certain
office space (“Premises”) crosshatched on the floor plan attached as Exhibit “A” to and made a
part of this Lease, said Premises being agreed, for the purpose of this Lease, to have an area of
228 square feet of the building located at 7800 Golden Valley Road, Golden Valley, MN
(“Building”).
3. TERM. The term of this Lease (“Term”) shall be month-to-month, commencing on June
1, 2017 (“Commencement Date”), provided, except as otherwise provided herein, the Landlord
may terminate this Lease and the Term at any time and for any reason upon ninety (90) days’
prior written notice to Tenant.
4. POSSESSION. If Landlord permits Tenant to occupy the Premises prior to the
Commencement Date, such occupancy shall be subject to all the provisions of this Lease.
5. RENT. The parties agree that the market rent for the Premises, as of the date hereof, is
$4,104.00 per year, inclusive of taxes and utilities (“Cash Rent”). In lieu of paying such Cash
Rent, Tenant agrees to provide the Landlord the following services during the Term (individually
an “Agreed Service”, collectively, the “Agreed Services”):
(a) Management of and responsibility for conducting, in full or substantial part, the
community farmers’ market in Golden Valley, commonly known as “Market in
the Valley”, occurring weekly between the months of June and October,
inclusive; and
(b) Management of and responsibility for conducting, in full or substantial part, the
annual community arts event in Golden Valley, commonly known as “Golden
Valley Music and Arts Festival”.
The parties agree that the annual market value of the Agreed Services to Landlord meets or
exceeds the Cash Rent. Upon written request to Landlord, Tenant may request to provide
Landlord other service(s) in lieu of the Cash Rent (“Offered Services”) in addition to or in
replacement of one or more of the Agreed Services. Upon receipt of such request, Landlord shall
have the right to accept or reject such Offered Services. If Landlord agrees to accept such
Offered Services in addition to or in replacement of an Agreed Service, the parties shall execute
an amendment to the Lease reflecting such agreement.
6. ACCESS. On the Commencement Date, the Landlord shall provide each of the Tenant
representatives identified on Exhibit “B”, attached hereto (collectively “Tenant
Representatives”), a key fob (collectively, the “Key Fobs”) to obtain access to the Premises and
to obtain access to the Building during those afterhours specified on Exhibit “C”, attached hereto
(“Afterhours”). The Landlord will provide the Tenant up to six (6) Key Fobs. Exhibit B may be
revised from time to time, without need to amend this Lease, to reflect those Tenant
2
Representatives to whom the Landlord has delivered a Key Fob. The Afterhours are those hours
that the Tenant may access the Building outside those hours the Landlord provides public access
to the Building as described on Exhibit B, provided the Tenant may only access the Building
during such Afterhours for the sole purpose of accessing the Premises. If the Tenant requires a
replacement Key Fob or fails to return the Key Fobs as required herein, in addition to any other
remedy, Landlord may impose a replacement charge. Tenant shall promptly inform the Landlord
of any lost Key Fob. Tenant shall be responsible for all damage to the Building and the
Premises, or property therein, due to unauthorized access to the Building or Premises as a result
of the Key Fobs provided to Tenant. Upon the expiration or early termination of this Lease,
Tenant shall return all Key Fobs to the Landlord.
7. USE. Tenant shall use the Premises for the purpose of office use and for no other
purpose whatsoever. Tenant shall not store, handle, use, or dispose of hazardous materials at the
Premises. Tenant shall not do or permit anything to be done in or about the Premises nor bring
or keep anything in the Premises which will in any way increase the existing rate of or affect any
fire or other insurance upon the Building or any of its contents, or cause cancellation of any
insurance policy covering said Building or any part thereof or any of its contents. Tenant shall
not do or permit anything to be done in or about the Premises which will in any way obstruct or
interfere with: (i) the rights of other occupants of the Building, including Landlord and its
invitees, agents and employees; (ii) the conduct of Landlord’s operations and affairs in the
Building; or (iii) the public’s right to use and access the Building, as such public use and access
rights are established by Landlord. Tenant shall not injure or annoy other occupants of or
visitors to the Building, or use or allow the Premises to be used for any improper, unlawful or
objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about
the Premises. Tenant shall not commit or suffer to be committed any waste in or upon the
Premises. This Lease grants the Tenant no right to use any portion of the Building other than the
Premises.
8. COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to
be done in or about the Premises which will in any way conflict with any law, statute, ordinance
or governmental rule or regulation now in force or which may be enacted in the future
(collectively “Laws”). Tenant will, at its sole cost and expense, promptly comply with all Laws
and with the requirements of any board of fire insurance underwriters or other similar bodies
relating to or affecting the condition, use or occupancy of the Premises, excluding structural
changes not related to or affected by Tenant’s authorized improvements or acts. Tenant shall,
throughout the term of this Lease, and at its sole expense, keep and maintain the Premises in a
clean, safe, and sanitary.
9. ALTERATIONS AND ADDITIONS. Tenant shall not make any alterations, additions
or improvements to the Premises without the prior written consent of Landlord, and except as
provided herein, any such alterations, additions or improvements including, but not limited to,
wall covering, paneling and built-in cabinet work, but excluding movable furniture and trade
fixtures, shall on the expiration or earlier termination of this Lease belong to the Landlord and
shall be surrendered with the Premises. In the event Landlord consents to the making of any
alterations, additions or improvements to the Premises, the same shall be made by Tenant at
Tenant’s sole cost and expense, shall be performed in a good and workman like manner and in
accordance with applicable laws, and any contractor or person selected by Tenant to make the
3
same must first be approved of in writing by the Landlord. Tenant shall, upon written demand
by Landlord, at Tenant’s sole cost and expense, remove any alterations, additions, or
improvements made by Tenant that are designated by Landlord to be removed, and Tenant shall
repair any damage to the Premises caused by such removal prior to the expiration or earlier
termination of this Lease. Tenant shall keep the Premises free from any liens arising out of any
work performed, materials furnished or obligations incurred by Tenant.
10. REPAIRS. By taking possession of the Premises, Tenant shall be deemed to have
accepted the Premises as being in good and satisfactory condition and as being suitable for
Tenant’s intended purposes. Tenant shall, at Tenant’s sole cost and expense, keep the Premises
in good condition and repair, ordinary wear and tear excepted. Tenant shall, upon the expiration
or earlier termination of this Lease, surrender the Premises to the Landlord in the same condition
as they were on the Commencement Date, subject to alterations approved by Landlord,
reasonable wear and tear accepted. Before surrendering the Premises, Tenant shall remove all of
it personal property and trade fixtures and such alterations or additions to the Premises made by
Tenant as may be specified for removal in a written notice from Landlord given at the time of
Landlord’s consent to the alteration or addition. If Tenant fails to remove its personal property
and fixtures upon the expiration or earlier termination of this Lease, the same shall, at Landlord’s
option, be removed from the Premises and stored at Tenant’s expense or be deemed abandoned
and shall become the property of the Landlord. Tenant’s surrender obligations shall survive the
expiration or early termination of this Lease. Landlord shall have no obligation whatsoever to
alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the Tenant
affirms that Landlord has made no representations to Tenant with respect to the condition of the
Premises or the Building. Tenant waives the right to make repairs at Landlord’s expense under
any Laws now or hereafter in effect.
11. ASSIGNMENT AND SUBLETTING. Tenant shall not assign its interest in this Lease
or sublease any portion of the Premises without the Landlord prior written consent. Any
attempted assignment or sublease in violation of this Lease is void.
12. HOLD HARMLESS. Tenant shall indemnify and hold harmless Landlord (and its
officers, employees and agents) against and from any and all claims arising from Tenant’s (or
any permitted subtenant’s or assignee’s) use of the Premises for the conduct of its business or
from any activity, work, or other thing done, permitted or suffered by the Tenant in or about the
Building, and shall further indemnify and hold harmless Landlord (and its officers, employees
and agents) against and from any and all claims arising from any default in the performance of
any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from
any act or negligence of the Tenant, or any officer, agent, employee, guest, or invitee of Tenant,
and from all and against all costs, attorney’s fees, expenses and liabilities incurred in connection
with any such claim or any action or proceeding brought in connection therewith, and, in any
case, action or proceeding brought against Landlord by reason of any such claim. Tenant
assumes all risk of damage to property or injury to person, in, upon or about the Premises, from
any cause other than Landlord’s intentional misconduct, and Tenant waives all claims in respect
thereof against Landlord. Landlord (and its officers, employees and agents) shall not be liable
for (a) any damage to property entrusted to Landlord’s employees, nor for loss or damage to any
property by theft or otherwise, nor for any injury to or damage to persons or property resulting
from any cause whatsoever, unless caused by Landlord’s intentional misconduct, (b) loss of
4
business by Tenant, or (c) any latent defect in the Premises or in the Building. Tenant shall give
prompt notice to Landlord in case of fire or other casualty, accidents, or items requiring
maintenance, repair or replacement.
13. SUBROGATION. As long as their respective insurers so permit, Landlord and Tenant
mutually waive their respective rights of recovery against each other for any loss insured by fire,
extended coverage and other property insurance policies existing for the benefit of the respective
parties. Each party shall obtain any special endorsement, if required by their insurer to evidence
compliance with this waiver.
14. TENANT’S INSURANCE.
(a) Throughout the Term Tenant shall keep in full force and effect, at its expense, a
policy of commercial general liability insurance with respect to the Premises and
the business of Tenant, including bodily injury, personal injury, and property
damage, in amounts of no less than $1,000,000 per occurrence, $2,000,000
aggregate using current ISO General Liability forms or equivalent, on an
occurrence basis, naming the Landlord as additional insured. The preceding
insurance limits shall not reduce Tenant’s liability under this Lease.
(b) Tenant shall, at its own costs and expense, maintain replacement cost insurance
including (i) “all risk” coverage, with extended coverage endorsement, for the
benefit of Tenant on all improvements within the Premises that Tenant is required
to maintain, repair, and/or replace regardless of whether or not Tenant owns such
improvements, and (ii) damage or loss to furniture, fixtures, equipment,
machinery, goods, supplies or personal property which Tenant may bring upon
the Premises or which may be furnished to Tenant by Landlord or any third party.
(c) All of Tenant’s insurance policies shall be maintained with a carrier licensed to
issue insurance in Minnesota and with an A rating or higher.
(d) Tenant’s insurance policies shall provide that thirty (30) days written notice must
be given to Landlord prior to cancellation thereof. Tenant shall furnish to
Landlord proof of Tenant’s insurance policies, satisfactory to Landlord, prior to
taking possession of the Premises and by January 15 of each calendar year during
the Term. In addition, upon Landlord’s request from time to time, Tenant shall
provide copies of Tenant’s then-current insurance policies, Landlord shall be
named as an additional insured for liability insurance policies, and an additional
insured and loss payee for property insurance policies, as applicable. As often as
such policy or policies shall expire or terminate, renewal or additional policies
shall be procured by Tenant in a like manner and to like extent and Tenant shall
deliver evidence of such insurance renewal to Landlord prior to any such
expiration or termination.
15. UTILITIES AND SERVICES. Landlord shall be responsible for furnishing heat, air
conditioning and electricity to the Premises during the Term. Landlord shall not be liable for,
and Tenant shall not be entitled to, any reduction of rent or damages by reason of failure to
5
furnish any of the foregoing services or utilities when such failure is caused by accident,
breakage, repairs, strikes, lockouts or other labor disturbances or labor disputes of any character,
or by any other cause, similar or dissimilar. Except as provided in this Section, Tenant shall be
responsible, at its own expense, for its own office services, furniture, furnishings and equipment,
including, without limitation, phone number/system, internet, computers, mailbox, mail service,
desks, chairs, file cabinets, copier, fax, and the like, at its own expense. Tenant shall be
responsible for its own janitorial services. Tenant shall also be responsible for collecting,
removing and disposing of its garbage and recycling from the Premises. Tenant may desposit
such garbage and recycling in the designated dumpsters and containers provided by the Landlord
located on the west side of the Building, provided only customary office waste and recycling
materials may be deposited in the Landlord’s dumpsters and containers.
16. RULES AND REGULATIONS. Tenant shall observe and comply with the rules and
regulations that Landlord shall adopt from time to time (“Rules”). Rules shall be binding upon
Tenant upon written notice to Tenant.
17. ENTRY BY LANDLORD. Landlord reserves and shall all times have the right to enter
the Premises, inspect the same, supply any service to be provided by Landlord to Tenant under
this Lease, to post notices of non-responsibility, and to alter, improve or repair the Premises and
any portion of the Building that Landlord deems necessary or desirable, without abatement of
rent. Without limiting the foregoing, Tenant acknowledges and agrees the Landlord shall have
the right to periodically enter the Premises in order to access, via the Premises, the elevator
maintenance room for the Building. Tenant waives any claim for damages or for any injury or
inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet
enjoyment of the Premises, and any other loss occasioned by Landlord’s activities in the
Premises. Tenant acknowledges that Landlord shall retain a key or fob with which to unlock all
of the doors in the Premises and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency or in order to obtain entry to the
Premises for the purposes described in this Section, all without liability to Tenant. Any entry to
the Premises obtained by Landlord by any of said means or otherwise shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of,
the Premises, or an eviction of Tenant from the Premises. Nothing in this Section shall impose a
duty upon Landlord to perform any maintenance, repairs or alterations within the Premises
unless specifically required elsewhere in the Lease.
18. CASUALTY. If the Premises or the Building are damaged in whole or in part by fire or
other casualty, Landlord shall have the right to terminate the Lease on thirty (30) days’ notice to
Tenant. Landlord shall not be required to repair any damage to any Tenant improvements,
decoration, fixtures, furniture, floor covering, partitions, personal property or other property
installed or located in the Premises by Tenant resulting from any such fire or casualty. Tenant
shall not be entitled to compensation or damages from Landlord for loss of the use of the whole
or any part of the Premises or Tenant’s personal property, or any inconvenience occasioned by
such damage, repair, reconstruction or restoration.
19. PARKING AREAS. Tenant shall have a non-exclusive right to use, in common with the
public, the Building’s public parking facilities, as they exist from time to time, subject to any
rights, powers, and privileges reserved by Landlord under the terms of this Lease or under the
6
terms of any Rules. Landlord reserves and may exercise the following rights without affecting
Tenant’s obligations under this Lease: (i) to make changes to the parking facilities; (ii) to close
temporarily any of the parking facilities for maintenance purposes so long as reasonable access
to the Premises remains available; and/or (iii) to limit or otherwise restrict Tenant’s use of the
parking facilities as may be deemed reasonable in Landlord’s discretion.
20. SIGNS. Tenant may not install any sign, lettering, picture, notice or advertisement on or
in any part of the Premises or the Building without Landlord’s prior written consent. Tenant
shall not have the right to have any sign on the exterior of the Building. Any sign on the exterior
of the Premises identifying the Premises as the Tenant’s office shall state that the Tenant is “an
independent non-profit organization and not a department of or affiliated with the City
Government of Golden Valley”, or words of similar import approved by the Landlord.
21. STATUS OF LANDLORD AND TENANT. The Landlord and Tenant are not intended
to become partners or joint venturers and nothing herein shall be construed or applied to
constitute the Landlord and Tenant as partners or joint venturers. Further, nothing herein, shall
grant the Tenant any authority to act on behalf of Landlord, and the Tenant shall at all times
make apparent to third parties that Tenant does not have authority to act on behalf of the
Landlord.
22. USE OF BUILDING’S ADDRESS. The Tenant may use the following as the mailing
address for the Premises: “7800 Golden Valley Road, Suite 100, Golden Valley, Minnesota
55427”. The Tenant shall not use the words “City Hall” in any printed or electronic materials in
reference to the Tenants’ place of contact, office or business. All printed and electronic
materials within the Tenant’s direction or control, including without limitations web pages,
mailings and letterhead, that contain the address of the Premises as the Tenant’s place of contact,
office or business shall include a statement that the Tenant is “an independent non-profit
organization and not a department of or affiliated with the City Government of Golden Valley”,
or words of similar import approved by the Landlord.
23. DEFAULT. The occurrence of any one or more of the following events shall constitute
a default of this Lease by Tenant: (a) the vacating or abandonment of the Premises by Tenant; (b)
the failure by Tenant provide the Agreed Services; (c) an assignment or subletting by Tenant in
violation of this Lease; (d) failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the Tenant; (e) the making
by Tenant of any general assignment or general arrangement for the benefit of creditor(s); (f) the
filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition for
reorganization under any law relating to bankruptcy or the appointment of a trustee or a receiver
to take possession of substantially all of Tenant’s assets located at the Premises or Tenant’s
interest in this Lease; or (g) the attachment, execution or other judicial seizure of substantially all
of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease.
24. REMEDIES UPON DEFAULT. Upon default of this Lease by Tenant, Landlord may
at any time thereafter, take possession of the Premises and any personal property located thereon,
and shall otherwise have all the remedies permitted by law. If Tenant does not move out,
Landlord may bring an eviction action. Should Landlord at any time terminate this Lease for any
breach of this Lease by Tenant, in addition to any other remedies it may have, it may recover
7
from Tenant all damages it may incur by reason of such breach, including the cost of recovering
the Premises and reasonable attorney’s fees. No remedy under this Lease shall be deemed
exclusive. All remedies under this Lease shall, wherever possible, be cumulative with all other
remedies in this Lease.
25. GENERAL PROVISIONS.
(a) Waiver. Waiver of any provision or default under this Lease must be in writing.
No waiver of any provision of this Lease or default shall be implied from any
failure of the other party to take any action on account of such default if such
default persists or is repeated, and no written waiver shall affect any default other
than the default specified in the express written waiver and only to the extent
therein stated. One or more written waivers by Landlord or Tenant shall not be
construed as a waiver of a subsequent breach of the same covenant, term or
condition. The consent to or approval by Landlord of any act by Tenant requiring
Landlord’s consent or approval shall not waive or render unnecessary Landlord’s
consent to or approval of any subsequent similar act by Tenant.
(b) Notices. Any notices required or permitted to be served hereunder shall be given
in writing and shall be effective upon its deposit in the United States mails,
postage prepaid, addressed as follows:
If to Landlord: City of Golden Valley
7800 Golden Valley Road
Golden Valley, MN 55427
Attn: City Manager
If to Tenant Golden Valley Community Foundation
____________________
____________________
or to such other place as either party shall designate by notice to the other party.
(c) Headings. The headings in this Lease are not a part of this Lease and shall have
no effect upon the construction or interpretation of any part of this Lease.
(d) Successors and Assigns. The terms, covenants and conditions of this Lease shall
be binding upon and inure to the successors and permitted assigns of the parties.
(e) Recordation. Tenant shall not record this Lease.
(f) Prior Agreements. The Lease contains all of the agreements of the parties with
respect to any matter covered by this Lease, and no prior agreements or
understanding pertaining to any such matters shall be effective for any purpose.
No provision of this Lease may be amended except by an agreement in writing
signed by the parties or their respective successors in interest. This Lease shall
not be effective or binding on any party until fully executed by both parties.
8
(g) Invalid Provisions. The invalidity or unenforceability of any provision of this
Lease shall not affect or impair the validity of any other provision.
(h) Limitations on Liability. Landlord is not liable under any circumstances for
Tenant’s lost opportunities, revenue or income, or for consequential, special,
punitive or indirect damages of any kind. Notwithstanding anything to the
contrary herein, nothing in this Lease shall be deemed to constitute a waiver of
any of the Landlord’s governmental immunity defenses and/or the maximum
liability limits provided in Minnesota Statutes Chapter 466 or any other applicable
law limiting the liability of Landlord.
(i) Choice of Law. This Lease shall be governed by the laws of the State of
Minnesota.
(j) Lease Construction. The parties acknowledge that each has read this Lease,
consulted with an attorney regarding its terms, and agrees with its terms as though
that party had drafted this Lease itself. The parties agree that although this Lease
was, by necessity, printed and assembled by Landlord and drafted by Landlord’s
attorney, this Lease reflects the terms as agreed to by the parties and that if a term
or provision of this Lease is considered ambiguous, neither party will be
considered the draft person for the purpose of causing the terms of this Lease to
be construed against that party.
(k) Counterparts. This Lease may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which shall constitute one
and the same instrument. Delivery of an executed counterpart of a signature page
of this Lease by facsimile transmission or electronic transmission (e.g., “pdf” or
“tif”) shall be effective as delivery of an original executed counterpart of this
Lease.
(l) Exhibits. All exhibits referred to herein and attached hereto shall be deemed part
of this Agreement.
(m) No Third Party Beneficiaries. This Agreement creates no rights in any third
parties, except as specifically stated.
[SIGNATURE PAGE(S) ATTACHED]
9
IN WITNESS WHEREOF, the Landlord and the Tenant have caused this Lease to be
executed in form and manner sufficient to bind them at law, as of the day and year first above
written.
Signed:
Golden Valley Community Foundation,
a Minnesota nonprofit corporation
By: _____________________________
Print Name: ______________________
Its: _____________________________
Signed:
City of Golden Valley,
a Minnesota municipal corporation
By ______________________________
Timothy J. Cruikshank, City Manager
10
EXHIBIT A
FLOOR PLAN
11
(attached)
EXHIBIT B
EXHIBIT B
List of Key Fob Recipients As of October 9, 2018
Key Fob Identification Number Tenant Representative
John Kluchka
Dean Penk
Linda Loomis
13
EXHIBIT C
Building Hours
Tenant shall have access to the Building on those days and during those hours Landlord makes
the Building open to the public in accordance with its normal practices and procedures, which
days do not include the following holidays:
• New Year’s Day
• Martin Luther King Day (3rd Monday in January)
• Presidents Day (3rd Monday in February)
• Memorial Day (last Monday in May)
• Independence Day
• Labor Day (first Monday in September)
• Veterans Day
• Thanksgiving Day (4th Thursday in November) and the day after Thanksgiving Day
• Christmas Eve Day (December 24th)
• Christmas Day (December 25th)
In addition, Tenant shall have access to the Building, via the Key Fobs, during the following
Afterhours, provided there shall be no access to the Building during Afterhours that fall on one
of the above referenced holidays:
Door Schedule:
• Sunday: 6:30am – 3:30pm
• Monday – Thursday: 5:00pm – 10:00pm
• Friday: 8:00am – 5:00pm (normal business hours)
• Saturday: 7:30am – 3:00pm