HomeMy WebLinkAboutRamp Agreement 6-30-88
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AGREEMENT BETWEEN
THE CITY OF COLcrMBIA HEIGHTS
AND
ZAIOAN HOLDINGS INC.
FOR TEE 9PERATION OF 'rHE PARKING RAMP
THIS AGREEMENT, made as of che 3:>f-h day of .:)"l.I, /I. e "
1988, between t~e City of Columbia Heights (SOmetimes hereinafter
referred to as the "City"), and Zaidan Boldings Inc., a
corporation organized under the laws of the Dominion of Canada
(sometimes hereinafter referred to as the .Operator").
WITNESSETH THAT, in cons ideration of the mutual cove-
nants herein contained the parties hereto recite and agree as
follows: '
Recitals:
Pursuant to a certain /oI..anagement Agreement for Public
Facilities and Lease of the Plaza Property by and between the
Housing and Redevelopment Authority in and for the City of
Columbia Heights (the "Authority"} and Terry Evenson, dated July
20,1982 (hereinafter referred to as the "Evenson Contra.ct"), as
(, the Authority's interest therein l':.as been s.igI1~d to the City,
the City and Terry Evenson agreed :.hat rr v so~, in exchange
for the right to use during certa~n times the 36 -stall parking
ramp (the "Parking Ramp") owned by the City and located at 950
40th Avenue NE, in COlumbia Heig::.ts, would, be resp9f1sible for
major r~~itt,_~e.R1~ell!ents and !ll;!'ntena.nce.( "'hile.th~~it.y)would
ope.~ the ParKing Ramp and perro:'m' rqytine maintenanc"e thereof.
rBi' means of this Agreement, t.;.e Housingand Redevelopment"
~ ~ Authority in and for the( city) of Columbia Heights hereby /
'; / contracts with the Operator for :.he performance of all of the \
/' City I s obligation under the Evens::>n Contract for the operation)
L- and maintenance of the ParJdng Ram?
ARTICLE I
'~
Section 1.1.
be 5 years and 1 day
June 30, 1993, unless
a.s provided herein.
Term. The term of this Agreement shall
beginning c~ June 30, 1988 and ending on
said term s;.all be terminated or extended
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ARTICLE n
OPERATION
Section 2.1. Ooeration in General.
agrees to manage and operate the iarking Ramp in
economical and businesslike manner, satisfactory
the City. The Operator agrees to accomplish
unless otherwise directed by the City.
(a) Provide such operational and maintenance supplies
as are reasonably necessary to operate the Parking Ramp.
The Opera tor
a professional,
at all times t:.o
the follolo/ing,
(b) Provide bookkeeping and accounting functions, as
necessary.
(c) Pay for: all utilities, including gas, Io/at:.er and
elect:.ricl ty.
(d) Maintain all operating equipment.
(e) Accomplish routine maintenance and repair.
The Operator shall not engage in any other business on
the Parking Ramp premises other than to provide such services as
may be required to activate inoperative vehicles as requested by
a customer of the parking Ramp.
the Operator shall
within five days after same
damage or injury sustained to
Parking Ramp itself.
Section 2.2. Hours. The Operator agrees to operate
the Parkin9 Ramp between the hours of 6:00 a.m. and 6:00 p.m.,
every Monday through Friday excepting state and federal legal
holidays.
r.eport in writing to the City,
is reported to t:.he Operat:.or i any
persons or propert:.y,. including the
Section 2.3. Rates. Between the hours of 6:00 a.m.
and 6:00 p.m. the Operator agrees to charge and collect rates, if
any, for parking motor vehicles which from time to time shall be
established pursuant to the termS of the Evenson Contract.
Pursuant to t:.he Evenson Contract it:. has been determined that
there shall be no charge for parking at present and unt:.ll the
Operator is notif ied otherwise. The Operator agrees that the
City and the holder of Terry Evenson's interest:. under the Evenson
Contract may change parking rates from t:.ime to time and that any
new rates established shall become effective on the dates
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stipulated by the City. The Opuator may recommend to the City
changes in parking rates.
Bicycles shall ee allowed to ee parked free in such
racks as are provided by the City.
Section 2.4. Maintenance Obliaations of Operator.
The Operator agrees to notify the City prior to making any
repairs which are subject to the competitive bidding requirements
,of Minnesota Statutes, Section 471.345. The Operator agrees to
maintain the Parking Ramp, the equipment provided ey the City and
all parts thereof, in good condition and repair and in as safe
condition as its operation will reasonably permitl making all
repairs thereto, which may be reasonably necessary for this
purpose, including but not limited to the following:
(a) Maintain all pavement markings, bumper guards and
wheel blocks. '
(b) Supply electric light bulbs and replace worn out
bulbs and fuses.
(c) Maintain and care for all plantings.
(d) Maintain all parking equipment including all
gates, barricades, ticket spitters, etc.
(e) Maintain the premises in a clean, l?resentable
condition and not allow dirt, paper, or ~rash of any kind to
accumulate upon the premises; and remove snow, ice and other
obstructions from the property and from driveways and side-
walks on the Parking Ramp premises. The snow and debcis
removed, shall not be placed upon the public ways' or any
portion thereof.
(f) Make minor necessary repairs to the structure,
plumbing, lighting and heating systems.
, (q) Maintain and keep in good working order all
directional and informational signs located within or on the
exterior of the Parking Ramp.
In the event that the Operator shall fail to comply
....ith any of the aforementioned obligations, the City may, after
f!ve days notice to comply, in addition to oeher remedies set
forth herein, enter upon such premises and take all steps
necessary to insure coml?liance wi th the above obliga t ions: and
all work, labor and materials shall be charged to and paid for by
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the Operator, plus a reasonable amount for the overhead o~ the
City, and such cost shall not be a deductible operational expense
under Section 4.3. '
Section 2.5. Fi.nance Procedure. (a) If and when
there is a determination made pursuant to the Evenson Contract to
establish ~ees for parking, the Operator agrees to deposit daily
all monies collected at the parking Ramp between 6:00 a.m. and
/): 00 p.m. for parking, including monthly parking payments, if
any, at such location and times as directed by the City. After
deposit, such monies shall be under the complete control of the
City. The City shall approve the manner in Which deposits are
made, provided that the operator shall be responsible for: all
such monies up to the time of deposit. The Operator also agrees
to make and collect parking charges: and to prepare and transmit
daily reports in the manner and for:m designat~d by the City.
(b) The Operator agrees to set up and maintain accurate
records, books and accounts in the manner and form approved by
the City: and that personnel authorhed by the City shall have
the r:ight to audit and examine said records, books and accounts
at any time during regular business hours. The accounts shall
reelect, but not be limited to, daily volume of par:king and
income (if any) and expense accounts: and the Operator shall
prepare and submit monthly an annual profit and loss statement,
as well as any incidental financial or operating statements, as
deemed necessary by the City or as the normal course of operation
shall dictate. All financial records shall be preJilared and made
available as provided by City and State laws.. In the event that
audits or: examinations ,disclose shortages, or thefts of any type,
the Operator shall reimburse the City for any revenue lost or any
customer overcharges, as the City determines.
Operator
to the City by
commencing January
shall
April
1.
prepare an annual budget and submit same
1, for the City's next ~iscal year
Section 2.6. Annual Statement and Account. The City
shall conduct an annual audit.
SecHon 2.7. Alterations. The Operator shall make lIO
alterations or: additions to said premises and appurtenances with-
out the pr:ior consent of the City. It is expressly agreed that
all ,appurtenances, pr:esently or hereafter: located in and upon
said Par:king Ramp, whether affixed thereto, or not, are and shall
remain the property of the City.
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Section 2.8. Rebate to onerator Prohibited. It is
understood that there shall be no rebate to the Operator or its
officers or employees of any portion of any expenditures repre-
senting an operating expense, as defined in paragraph 4.3 of this
Agreement, by any person, firm or corporation whiCh has provided
goods or services to the Operator, unless such rebate is approved
in writing by the City.
Section 2.9. City to Contract Limited. No employee
or agent of the Operator shall contract directly or indirectly,
either as an owner, employee, or agent, for services over and
above his duties or scope of employment, except with the prior
written approval of the City.
Sectlon 2.1Q. Damaae bv Ooerator. The Operator shall
repair any damage to the, parkinq Ramp or equipment therein,
caused by the negligence of. its employees. Such cost of repair
shall not be a reimbursable operating expense.
Section 2.11. Aareement Not a Tenancv. Nothing in
this Agreement shall be construed as creating a tenancy between
the City and the Operator; nor shall the Operator be deemed to
have the right of occupancy to the premises or any part thereof.
ARTICLE III
PERSONNEL
Section 3.1. Selection. The Operator agrees to
secure, furnish, train and pay for all personnel as are reason-
ably necessary to be employed in the successful op~ra~ion of the
Parking Ramp. Any and all employees of the Operator, or other
persons while engaged in the performance of any work or services
required by the Operator under this Agreement shall be considered
employees of the Operator 'only, and not employees of the City or
have any contractual relationship with the City; and any and all
claims that mayor might arise under the Workers I Compensation
Act of the State of Minnesota, or similar act on behalf of said
employees or other persons while so engaged in any .work or
services provided to be rendered herein, shall be the sole
obligation and responsibility of the Operator.
Section 3.2. Non-Discriminal:ion. The !;)rovisions of
all applicable federal, state and local laws and regulations
pertaining to discrimination shall be considered a part of this
Agreement as if 1II0re fully set forth herein.
Section 3.3.
further agrees:
Personnel ReQulations.
The Operator
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(a) To furnish prompt, safe, efficient and courteous
service adequate to meet all demands for its service at the
parkin~ Ramp.
(b) '1'0 furnish said service on a fair, equal, and
non-discriminatory basis to all users thereof.
(c) '1'0 maintAin a close watch over attendants to
insure that they shall discharge their duties in a safe,
courteous, and efficient manner to maintain a high standard
of safety and service to the public. .
(d) Not to divert or cause to be diverted any busi-
ness from the facilities.
(e)
enter or
premises
Neither the Operator nor its employees shall
drive any automobile which has been placed upon the
for the purpose of self-parking.
AR'l:ICLE IV
,REPAIR AND REPLACEMENT OBLIGATIONS OR EVENSON
Section 4.1. The Operator shall not be responsible
for or pay for the following:
(a) Extraordinary repair and maintenance of the
parkin~ Ramp and equipment.
(b) Necessary major repairs to. the structure, in-
cluding the foundation, walls, parking decks, roof thereof
and also including plumbing, elevators, lighting and heating
systems, contained therein.
AR'l'ICLE V
PA~MENTS OF OPERATOR
Section 5.1. t!!.anaQel ent Pee and Administrative Cost
and Eroenses. Pursuant to the terms of the Evenson Contract, the
holder of the interest of ~erry Evenson under the Evenson
Contract has agreed to pay as they become due any and all costs
incurred by the City pursuant to this Agreement. Accordingly the
Operator shall look to the holder of the interest of 'rerry
Evenson under the Evenson Contract for payment of the management
fee, administrative costs and expenses and opera:ing expenses.
The Operator shall keep records of all such fees, costs
and expenses and submit reports detailing the amount and purpose
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of all such expenditures ~o the Ci~y on each Karch 1, September 1
and December 1 during the term of ~his Agreement.
ARTICLE VI
I~D~~ITY. BONDS. INSURANCE
Section 6.1. Indemnitv. The Opera~or covenants and
agrees to pay subject to all provisions of this Agreement, all
damages for injuries ~o real or personal property growing out of
any negligent act or deed or any omission to act of the Operator
or any servant, agent, or employee of ~he Operator in connection
with the operation of the Parking Ramp under this Agreement. The
Operator covenants and agrees to defend, indemnify, save, and
keep the City harmless against all liabilities, losses, costs
(including court and s~enographic costs and an amount in
reimbursement of a~torneys' fees), damages, expenses, causes of
action, suits, claims, demands and judgments of any kind or
na~ure wha~soeve: which may in anywise corne against ~he City for
or ~~ account of personal injuries or death, growing ou~ of any
negl.~ant act or deed or omission to act on the Operator or any
servar,l:, agent or employees of the Operator in connection with
the operation of the Parking Ramp under this Agreement.
Section 6.2. Insurance. The Operator shall procure
and maintain continuously in effect, during the term of this
Agreement, insurance of the kind and amount sufficient to cover
any liability of the Ope~ator unde: the Wo~kers' Compensation Act
of Minnesota. Such insurance requi red in this section shall be
taken out and maintained in responsible insurance companies in
the S~ate of Minnesota. Operator shall furnish the City a policy
evidencing such insuran;e or a certificate or certlficates of the
respective insurers stating that such insurance is in force and
effect.
ARTICLE VII
TERMINATION
Section 7.1. Surrender of Premises. Opon termination
of this Agreement by lapse of time or otherwise, the Operator
shall su~render and turn over possession of the Pa~k.ing Ramp
premises to the City in the same manner and condition as it
received the premises, excepting reasonable wear and tear and
damage by casualty.
Section 7.2. Effect of oefault. It is expressly
agreed between the parties heree.o that in the event the Parking
Ramo is deserted, vacated, or abandoned, or if the Ooerato~ shall
sali, assign, or pledge this Agreement; or if defauic be made in
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the performance of any of the covenants and a<]reements to be
per,forllled by the Operator I or if the Operator shall fail to
comply with any of the statutes, ordinances, rules, orders, requ-
lations or requirements of the federal, state, or city govern-
ment; or it the Operator shall file a petition in bankruptcy; or
=ake an assignment for the benefit of creditors or take advantaqe
of any insolvency act, the City may elect to terminate this
Agreement and the term hereof; and in the event the City elects
to terminate this Agreement because of a violation of this
section, upon such termination, the Operator shall compensate the
City for the loss in revenue suffered by reason of such
te rlllination.
Section 7.3. ODt:!onal Terminatio~. The Operator may
terminate this Agreement, without cause, upon thirty (30) days'
prior wri Hen notice to the Ci ty. In addition, a notice to the
City from Miller " Schroeder. Investments 'Corporation terminating
this Agreement shall have the same force and effect as a notice
from the Operator.
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Riahts Cumulative.
remedies hereby created are cumulative, and the
shall not be taken to exclude or' waive the
another.
The ri<]hts and
use of one remedy
riqhe to use of
Section 8.2. Notice. In any case ,where it is desir-
able for the City to serve ucon the Operator any notice or
demand, it shall be sufficient: to send tiI writt'en notice or
demand, by certified mail, postage prepaid, addressed to:
zaidan !01~ing5 Inc.
c/o Ener9X Corp.
245 East 6th Street
St. Paul, Minnesota 55101
,In any case where it is desirable for the Operator to
give or serve upon the City any notice or demand, it shall be
sufficient to send a written notice or demand, by certified mail,
postage prepaid addressed to:
City of Columbia Heights
Co!umbia Heights, Minnesota 55421
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Section 8.3. Comoliance with Laws and Otdlnances.
The Opec-ator agrees to operate said Parking Ramp in compliance
with this Agc-eement and all laws and ordinances in effect or
which may hereafter be adopted by and for the City of Columbia
.Heights.
Section 8.4. Rules and Reoulations. The Operator
agrees to abide by rules and regulations relating to use of the
Parking Ramp as are promulgated by the holder of the interest of
Terry Evenson under the Evenson Contract, pursuant to the Evenson
Contract, which rules and regulations may from time to time be
changed.
Section 8.5. Assiqnabilitv bv Otlerator. The rights,
obligations and duties under this Agreement of the Operator shall
not be assigned or transferc-ed in whole or in part without the
prior written permission of the City, except that the rights,
obligations and duties under this Agreement of the Operator may
be assigned to Killer & Schroeder Investments corporation, and
any purchaser from Miller & Schroeder Investments Corporation,
without permission of the City.
Section 8.6. Assionabilitv bv Cit:v. The rights,
obligations and duties of the City under this Agreement at: the
City's option may be assigned or tcansferred in whole oc in part
to the City of Columbia Heights without the consent of the
Operatac-.
Section a.7. Damaoe at' Destruction. If during the
term of this Agreement, all or any part of the Parking Ramp shall
be destroyed or damaged from any cause, the CHi' may, at its
option, cancel, modify, or suspend the operation of this Agree-
ment upon three days notice to the Operator.
Section 8.8. Otltion to Renew. The Operator shall
have the option to renew and extend the term of this Agreement
for a period of five (5) years by giving the City ninety (90)
days' notice of such renewal. The Operatoc agrees that the City,
at its option, may upon the termination of this Agreement extend
this Agreement with the Operator on a negotiated basis, may
solicit bids or ne otiate with others for such services, or may
opecate the Parking Ramp with City personnel.
The Operator agrees that by entering into this Agree-
ment it obtains no additional rights or privileges in the futuce
regarding the operation of the Parking Ramp and agrees that the
City has not waived or abrogated any power or discretion it has
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regarding the operation of the pa rk ing Ramp upon te rmina tion of
this Agreement.
IN WITNESS WHEREOt, the City and the Operator have
caused this Agreement to be executed in their respective corpo-
rate names, as of the date first written above.
CIT~ OF COLUMBIA HEtGHTS
By CL.{ 1/; )/ ~4:M
Its-.C,_~.~n. h1cu.r........
By ~~.~~J~.
It.s....E;(-.e(!ytil',:; j:.. ~ 'Ii ..J..O!-
e. ~ .~} /I1Aa-..... ti. r"'-
ZAIDAN HOLDINGS INC.
Its ___
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STATE OF MINNESOTA )
h6AfAl~PI" ) ss
COON'r'! OF AlleK-A- )
insl:rument was acknowledged before me
, 1988, by lJt, Ie V. /oIQ 4t"'Q f-j., and
, the f!l.ol':;,. and
of the Clt of Columbia Heights.
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Notary Pubhc
,.M.V."M.NNNNNMV..N..... . '1M.
Q lIARaARA IWlSOIl PARKS'"
~ NOTAllY puauc . MINNESOTA
HENNEPIN COUNTY
. My CDlnml~n Expire~ Ocl. 10. 1990 I
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STATE OF MINNESOTA 1
) 5S
COONTY OF Hr;;tJ,v~, I ~ 1
The .foregoing instrument was acknowledged before me
this ?.<f1A day of .::r u. JI1 e... , usa, by !J~ t1 ,.. ~ "'Za. 1 d<\ /'\ , the
Se.e. r-e.i-o. rx of Zaidan Holdings Inc., a cor oration organized
and ex~sting u~der the laws of the Dominion of Canada.
lu9.......w~=~I.
, MOrAllY puauc . MINNESOTA
HClNmN COUNiY
My ~ ~pi~ Oct. 10. 1990
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