Loading...
HomeMy WebLinkAboutRamp Agreement 6-30-88 .- ~ '. , , ,u'~ 88 ",0 10: 41 612 33'3 4181 -Rkl'I:l.C- P.2 Cc: DCr1 :::'ch,Y,:~,,-- IljU./q; 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 AUG tJ'3 !~'" ll~):..JZ 6.1.2 3~:= ~l8.l. -FJ,j"~l..- . 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 -2- . ' HU~ \.J8 }'?8 lla:...1~ 0.1..:. ~.:;'= ..l.l.'d.L -~"h,;..l..- ,-. -. ,.- 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 -3- '. AUG 00 ~':10 11,): ~3 612 3.0""'3 4181 -RKl'13.C- ,..:;. 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. -4- AUG 88 '90 18: 44 612 339 4181 -RK~I3.C- 1"'.>::> 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 -5- ... .... "" M '00 10:..4 61Z 33'~ 4181 -P.No(;.'':'- . ...... UQ r".. (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 -~- .." HUG 0:3 '80 10: 45 &12 33'3 4181 -Rk~Ie.C- r" .~ 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 -7- -, :." AW(. ,00 'S'fl 10'45 612 :333 4161 -R\;M3.C- P.S 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 -8- " AU'; 88 ,~O lIZi' -16 612 33'3 4l8l -RKt'I&C- ~ .W 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 -9- . - -. , .. j:lUG 0S "3111 1~: 4'7 612 :33'3 4181 -RKM&C- P.ll 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 ___ / 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. ~~I~ 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 .. -,""- . . P.12 ,'. '.~. FlUG 0S "90 10:47 6L2 339 4181 -RKM3.C- 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 .~~....r..VrtA"NmNNI.N~"M".<N. ~~p~ -,,-