HomeMy WebLinkAboutAssignment of Mgmt Agree-2002
(Above space reserved for recording purposes)
ASSIGNMENT OF MANAGEMENT AGREEMENT OF PARKING FACILITIES AND
LEASE OF THE PLAZA PROPERTY
THIS AGREEMENT is made as the 3o'fr. day of 0 eM beY ,2002, by Lake-State
Properties, Inc., a Minnesota corporation ("Assignor") in favor of Equity Parnters, LLC, a
limited liability company, ("Assignee").
RECITALS:
A. Terry Evenson ("Evenson") and the Housing an Redemption Redevelopment
Authority in and for the City of Columbia Heights ("HRA") entered into a certain Management
Agreement for Parking Facilities and Lease of the Plaza Property dated July 20, 1982, filed
February 9, 1983, as Document No. 607127 and Torrens Document No. 124953 (the
"Management Agreement") which, among other things, granted Evenson a leasehold interest and
right of first refusal in certain real property to use and the option to purchase certain real propeli
located in Anoka County and described on Exhibit B attached hereto.
B. Pursuant to an Assignment of Management Agreement for Parking Facilities and
Lease of the Plaza Property dated June 27, 1988, Evenson assigned its rights in the Management
Agreement to Assignor, filed July 26, 1988, Document No. 177292 (Torrens) & Document No.
816367 (Abstract).
C. Assignor entered into a certain Agreement Between the City of Columbia Heights
and Zaidan Holdings, Inc. for the operation of the parking ramp dated June 30, 1988, a true and
correct copy of which is attached hereto as Exhibit C and the terms and conditions of which are
incorporated herein; which was subsequently assigned to Lake-State Properties, Inc., (the
"Parking Ramp Agreement") a true and correct copy of which is attached hereto as Exhibit C and
the terms and conditions of which are incOlporated herein. -~
D. Pursuant to a Purchase Agreement dated effective June 20, 2002 between
Assignor, as Seller, and Assignee as Purchaser, Assignor has agreed to assign to Assignee all of
Assignor's right, title and interest in, to and under the
Management Agreement and modifications thereof to the date hereof, and under the Parking
Ramp Agreement and all modifications thereof to the date hereof (collectively referred to as the
"Parking Agreements")
ASSIGNMENT:
In consideration of the foregoing, the respective covenants of Assignor and Assignee in
the Purchase Agreement, and for other good and valuable consideration, receipt of which is
hereby acknowledged:
1. Assignor hereby grants, assigns and transfer to Assignee all of Assignor's right,
title and interest in, to and under the Parking Agreements.
2. Assignor covenants, represents and warrants as follows:
(a) Assignor has the right to assign and transfer the Parking Agreements in the
manner aforesaid;
(b) The Parking Agreements are in full force and effect upon the terms and in the
form set forth in the copies thereof declm'ed herewith, and has not been
modified or amended.
(c) To Assignor's knowledge, no rate for parking charges has been established
with the HRA pursuant to the Parking Agreements.
IN WITNESS WHEREOF, Assignor has executed this Agreement the day and year first above
written.
By:
Its:
Lake-State Properties, Inc.
.~eMr
STATE OF MINNESOTA )
) ss.
COUNTY OF !lfEAJ;.)tfWJ )
The foregoing instrument was acknowledged before me this 3).J1.ay of (}C./7iIH?I" ,
by II I de; mttr+i(\ , an individual.
~( 7Jl.
Notary Public
Stamp and/or Seal
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I CATHERINE M NUTZMANN'
NOTARY PUBLIC. MINNESOTA
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THIS INSTRUMENT DRAFTED BY:
BenePartum Law Group, P.A.
337 Oak Grove Street
Suite 100, Dunne Mansion
Minneapolis, Minnesota 55403
(612) 874-0000
EXHIBIT A
(WALKWAY PROPERTY)
Those. parts of Lots 27 through 31. Block 6. Reservoit' Hills and thOSQ patts of
Lots 13 and 24, Block 1, Walton.s Rearrangement ot Locs 33 and 34, Block 6, ' . ~\:.
Reservoir 11113.8 and of: the vacated ..lIe)' abut.ting Block I, UWalton' s Rcarrangc.Jn{l!llt k
of Lots 33 and 34, Block 6, Reservo!r H111,", AS dl!d:i.caced, in said plat, l~ CJI" ~'?
w~t.h:\l the f~llowing.d<<scribed tract: CQII'U:lencing at II. p,?lnt on the.. south' ne' 0'~1o
o sa d Block 1" U.leon'. Rearrange.~eRt diatant 18.00 feet west of th~ ~outheast
eorner of Lot 23, said Block 1. Ualton's Re.arrangement; thence northerly on a lin~
18.00 teet west of and parallel with,the east line of said Lot 23. a distance ot .
87.00 feet, to the actual poine of beginnins of the t~act to b~ descriued; thence
continuing northerly on the extension of said line, to the north line of Block. 6,'
Rese~olr Hills; thence ~e9terly along said north line of Block 6. to a point .
being 47.23 feet easterly of the northwest corner of Lot 3D, Block 6. Reservoir
Hills; thence southeast&rly. to the point of beginning.
Reserving and subj ect to easements to the City of COlumbia Heights 'for roadway
purposes over the north 4.00 f.ee of the west 232.00 f..t of .aid Block"6.
Res~rvc.l.r RUls.
R..erving to, the City of Columbia n.ight. a utility ....m.nt ov.r, un~er. and
acro.. the ea.t lS.00 feet of the vast 22.00 fe.t of Lot 27, Block 6, Reservoir
Hill., and eh. ea.t 15.00 f.et of the we.t 22.00 fe.e of Lot 23, Block I, Walto~'.
Rearrang.Clent of' Lot. 33 and 34, Block 6, Reservoir RU1., and that port.ion of
the vacated alley abutting Block 1, "Walton'.. ~earr'-ngeuumt of Lots 33 and 34, .
Block 6, Reservoir Hills", as dedicated in said plat. lying between the northerly
exteas10ns of the east and west lines of the east 15.00 feec of the ~ett 22.00
teet of said Lot 23. Block 1. "
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EXHIB IT .
(RAMP PROPERTY)
~t. 24, 2S. and 26, 310ck 6, Resarvoir Hills.
Lots 20, 21, and 22, Block 1, Ualconta Rearrangement of Loes 33 and 34,
Reservoir Hills, and all at the vacated alley adjacent to said tots 20,
, ,
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Block 6,
21. and 22.
Those parts of Loe 27. Rlock 6, Reservoir Bills and of Lot 23, Block 1, ~a1ton's .
Rearrange,,,ent of Lots 33 and 34, Block 6, Reservoir lUll. .nd ot that part of the t';:,j
vacated alley abutting Block 1, "Waltou's Rearrangeme.nt of Lots 33 and 3~. Rlock 6, .~
Res4!t;"Voit' Hills", as dedicated in said plat, \lhlch lies ....esterly of the northerly f,)
extension of the ease line of Lot 23. said Black 1, 1y1n& ea5~e~ly of the
following de.cribed line:
Beginning at a point 00 the south line of said Block I, ~alton's Rearrangement,
~ald point being 19.00 feet ....est f~~ the Southeast corner of toe 23 of said
Block 1, Walton's Rearran&e~ent; thence northerly on a line 18.00 feet west of
and parallel Yith tha eo.t line of .aid Lot 23, to the north line ot .aid
Block 6, l...rvoir Hills.
Ret:erving and 'cubje:c:e to eaS8tlent to the City of Columbia Re!&ht"s for" roadway'
purposes over the north 4.00 feet of the west 232.00 feet of said Bloc~ ~.
R63cr.~1r H~11a.
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ASSIGNMENT OF PARKING AGREEMENTS 1
l' ';'\...ot(
July
THIS AGREEMENT is made as of the ~\\ay of:lWlIf, 1997, by MOBlLlA, LTD.,
~ Deiaware eorporatioo, ("Assignor") in favor of LAKE-STATE PROPERTIES, INC., a
Minnesota corporation. (IlAssigneel1). A +T
3(,- J()-:<'-/ ~ 3 ~ - U;]5' 3 1'\
RECITALS:
A. Terry Evenson ("Evenson") and the Housing and Redevelopment Authority in and
for the City of Columbia Heights ("HRA") entered into a certain Management Agreement for
Parking Facilities and Lease of the plaza Property dated July 20,1982, filed February 9,1983,
as Document No. 607127 and Torrens Document No. 124953 (the "Management Agreement")
which, among other things, granted Everumn a leasehold interest and right of first refusal in
certain real property situated in Anoka county and described on Exhibit A attached hereto, and !
the right to use and the option to purchase certain real property located in Anoka County and .
described on Exhibit B attached hereto.
B. Pursuant to an Assignment of Management Agreement for Pariling Facilities and
Lease of Ute Plaza Property dated June 27, 1988; Evenson assigned its rights in the Management
Agreement.!.o Zaidan Holdings, Inc. filed July 26.1988. Doc.i 177292 (torrens) and
U:x:: T lil6)51 l~J
C. Assignor entered into a certain Agreement Between the City of Columbia Heights
and Zaidan Holdings, Inc. for Ute operation of the parking ramp dated June 30, 1,988 (the
"Parking Ramp Agreement"), a true and correct copy of which is attached herto as
Exhibit 0 and tITe terms and conditions of which are 1ncorporated herein
D. Pursuant to an Assignment of Management Agreement and Parking Facilities and
Lease of lhe Plaza Property dated March 10, 1995, a true and correct copy of which is attached
as Exhibit C hereto, Zaidan Holdings, Inc. assigned to Assignor all its right., title and interest to
the Parking Agreements (as defined below),
E. Assignor has agreed to assign to Assignee all of Assignor' 5 right, title and interest
in, to and under the Management Agreement and all modifications thereof to the date hereof, and
under the Parking Ramp Agreement and all modifications thereof to the date hereof (coUectively
referred tn as the ("Parking Agreements").
F. The HRA's interest in the Parking Agreements has been assigned to the City of
Columbia Heights.
ASSIGNMENT:
In consideration of the foregoing, and for other good and valuable consideration, receipt
of which is hereby acknowledged:
I. Assignor hereby grants, assigns and transfer to Assignee all of Assignor's right,
title and interest in, to and under the Parking Agreements.
SJBt2S1S1
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2. Assignor covenant'1. represents and warrants as follows:
(0) Assignor has the right to assign and trnnsfer the Parking Agreement in the
manner aforesaid;
(b) The Parking Agreements are in full force and effect upon the tenns and in
the form set forth in the copies thereof delivered herewith, and have not
been modified or amended.
(c) To Assignor's knowledge, no rate for parking charges has been established
with the HRA or its successors or assigns pursuant to the Parking
Agreements.
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AATICLZ II
OPF.RATtON
Section 2.1. ~ration in G@neral. Tn@ Operator
agrees to manage and operate the Parking !amp in a professional,
economical and businesslike manner, satisfaotory at all tim.s to
the City. 'the O'Peutor a9rees to accompllsl1 the following,
unless otherwise directed by th. City.
la) provide suoh operational and maintenance supplies
as are reasonably necessa~y to operate the parking Ramp.
Ib) Provide bookkeel?in9 and aocounting functions, as
necessary,
(0) Pay for all utilities, inoluding gas. wal:er and
elecl:rici I:y.
(d) Mainl:ain all operal:ing equipment.
Ie) Accomplish routine maintenance and repair-
.'
'the Operator shall nol: engage in any ol:her business on
the parking Ram'P pra=ises other than to provide such services 45
=ay be required to aotivate inoperal:ive vehicles as requested by
a cusl:omer of I:he Parking Ramp.
the Operal:or shall
wil:hin five days aHer same
damage or injury susl:ained to
parking Ramp itself.
Seotion 2.2. ~. The Olleral:or ..grees to operate
1:1:... parkinq Ramp between the hours of 6.00 a.m_ and 6.00 p.m.,
every Konday I:hrouql1 rrlday el<ceptinq state and !lderal lagal
hol.idays.
r,eport in wdting to the City,
1:0 reporl:ed to the Operator. any
persona or properl:y,. including I:he
Sect.ion 2.3. J!;l.l;M. Bel:welln the hours of 6.00 a.lIl.
and G.OO p.lIl. I:he Operat.or agrees t.o oharge and oolleot rateS. if
any, for pa.kinq motor vehicles whiCh froll! time to time shall b.
est.ablished pursuant 1:0 t.he terms of the Evenson Contract.
pursuant to the Svenson Contract it. has been determined that
there shall be no chuge for p...king at present and unl:11 I:he
o~rator is nol:ified otherwise. ~he operator agrees t!lat I:l1e
City and the holder of Terry Evenson's intorest und.. the Evenson
Contraot nay ohange parkinq rat.eS from I:lllle to time and t.hat any
new rates esl:ablished shall beoome effective on the dat.e.
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s~ipulat.d by the City. The Opera~or may recommend to ~he City
chan9~ ~n parkinq rates.
Bicycles shall be allowe<:! to be parked f:ee ~n such
racks as are provided by the City.
SectIon 2.4. MAin~enane~ Obllaatlons of oc@rator.
Th.. Operator agree.. to notHy the Citr p,ior to makinq any
repairs whi~~ are subject to the competit ve bidding requirements
.Ql Minnl@l!ot:a St:a~ute5, Se:c:ian 47l.34S. Th. Operator agrees t.o
=aintein the Parking Ramp. the equipment p,ovided by the City and
all parts therl!<Jf, in good condition and repair and in as safe
condi tion as its operation will reasonably permit J making all
repairs thento, which m.ay b. reasonably n.cauary for this
purpose, including but not limited to the following'
(a) Maintain all pavement markings, bumper guards and
wheel block...' ,
(b) Supply ellct:ic light bulbs and replace worn out
bulbs and t~se...
(c) Maintain and care for all plantings.
(d) Maintain all parking equipment inclu<:!inq ail
gates, barricades. ticket spitters, etc.
l e) Maintain the premises in a cle.n, presentable
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 fro~ driveways and side-
walks on the Parkin9 Ramp premises. The snow and, debris
removed. shall not be placed upon the public ways or .any
portion the roo! .
(E) Mal<e minor necessary repairs to the structure,
plumbinq, li9htin9 and heating systems.
,(9) Maintain and keep in 900d working order all
direotional and informational si9O$ lo~t.d within or on the
exterior o! the Parking Ramp.
In the event that the operator shall fail to comply
with any of the aforementioned cbliqations, the City may, alter
five days notice to comply, in addHion to other remedies set
forth herein, enter upon such premises and take all steps
nec"ssary to insure compliance with th" above oeliqations; and
all work, labor and materials shall be charqed to and paid for by
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the Operator I plus a reasonable amount for the overhead of the
City. and, such cost shall not be a deductible operaeional expense
und.er Section 4.3. '
Section 2.5. pinanne Pro~edure. (al!f and when
thero is a determination made pursuant to the Evenson Contract to
establish fees for parkin91 tne Operator a<1r8es to deposlt dally
all monles collected at the parkln'1 Ramp between 6100 a.l1I. and.
5.00 p.m. tor parkinq I includin'1 llIOnthly perking pay1llents. 1f
any. at such lOdation and times as direotad by the City. AHsr
deposit. such monies sball be under tn. complete control of the
cHy. Tbe CHy shall approve tbe lIIanne: in vl1icb deposits are
made. provided that the Operator snall be responsible for all
such monies up to the tims of doposit. The operator also agrees
to ~ke and collect parkln'1 charqes. and to prepare and transmit
dally reports in the JIlanner and for", desi..naUd by the CLty.
(b) Tl1e op"rator aq.ius to set up and maintain accurate
records. books and. accounts in the manner and form approve<1 by
the City, and that personnel authorized by the City shall have
the r iqht to audi t and e:camine said records. books and accounts
at any time dudng tegular business hours. The accounts shall
refloct, but not be limited to, daily volume of parking and
income (it any) and expense accounts; and the Operator shall
prepare and submit monthly an annual profit and loss statemenc,
as vell as any incidental financial or o\lerating statements, as
deemed necessary by tne city or as the normal coursa of oparation
shall dictate. All financial records shall be prepared and made
available as provided by City and State law".. In tha event that
audits or axal1linationS,disclose shorta..es. or thefts of any type,
the Operator shall reimburse the City for any revenue lost or any
custOiller oveechar<1es. as the City determines.
Operator lJhall
to the City by April
oommencin.. Januaey 1.
SecHon 2.5.
shall conduct an annual
prepare an annual budget and submit same
1, for the City's ne.t fiscal year
Annual Statement and Account. The City
audit.
section 2.7. Alterations.. The Operator shall make no
alterations oe additions to said premises and appurtenances with-
out: the peior consent of the City. !t i. e:<;>rusly agreed that
all .a\?purtenances, \lresently or nereafter located in and upon
said Parking Ramp, wl1ether affLxod therato, or not. are and shall
remain the property of the City.
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,section 2.8. Rebate to Ooe-ratot' prohibtted.. It. is
uncerstood that.ther! 5hall be no :ebate to the Op.ta~or or i~s
oflicers or ~ployees of any por:ien of any expenditures repre-
senting an eperating expense, a. defLned in paragraph 4.3 of tni.
Agreement, by any person, tir~ or cor~oration wnich nA5 provided
goods or services to the Operator, unless such rebate is approved
in writing by the City.
Section :2.9. City 1::0 Cont::1:':.:ct T..lm,1t:ed.. No employe'!
or agent of the Operator shall contrac~ directly or indirectly,
.ither: as an Qwner, employee, or agent, .eor .arvic:es over anc3.
above lIis duties or sco!;'e of employment, except dtn the prior
written approval of the City.
Seotion 2.10. Damaoe bv ooerator. The Operator .hall
repair any dalUqe to tbe. ..arUne; Ramp or equipment tnerdn,
cau.ed by elle neglig.no. ot. its ."'ploy.... sucn cost of repalr
snall not be a reimbur.able op.rat~nq expense.
Section 2.11. Aoremnl!!nt 'Not: a Tenanc"'. Nothing in
tbis Agreement .hall be con.uued as creating a tenancy bet'~een
tbe C~ty and the operator; ncr .hall tb. Operator be deellled to
have tbe right ol occupancy to tbe prelllises or any par: ~~ereof.
ART! CLl!: I II
PERsoNNEt
Section 3.1. Selection. The Operator agrees to
secure, furnish, train and pay lor all personnel as are rea.on-
ably necessary to be employed in the .uccessful operarion of tbe
Parl<ing Ramp. My and all employeu of the Operator, or other
persons while engaged in the pGrformance at any work or services
required by the Operator under this Agreement shall b. considered
employees of the Opera~cr only, anQ not employees ot the City Qr
have any oontractual relationship with the Clty; and any and all
c:laill1S that ""y or might arise under the Wor..rs' Compensation
Act ot the State of M),nne.ota, or $ imilar act on behal! of said
elllplo?<les or other per.ons while so engaqed in an? 'wori<' or
services provided to be rendered herein, shall be tb. sole
obligation and responsibility of the Operator.
Section 3.2. Non_Disc~l!D.lnat::ion. '::ta ~rovisions ot:
all a:ppllc:able ~ederal, state anci local lays and re<;ul.a.-eions
pertaining to discrilllination shall be considere<i a part cf this
Agreement ~s If mare ful~1 set ~ort~ hBreln.
Section 3.3.
futthe! agrees:
P~rgonnel neculations.
The Ope:ator
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(a) 'to fu..islt prOO1l't, safe, efficient and courteous
service adequate to ~eet all demands fcr its se.vice at the
parkin~ Ralllp.
(b) '1'0 furnlslt said service "n a fair, equal, and
nen-discriminatory bas1s to all users thereof.
(c) '1'0 lUintain a close vatcll over attendants to
insure tMt they shall d.lscharg!ll their duties in a safe,
courteous, and efficient manner to maintain a high standard
of safety and service to the public.
(d) Not to d.lYert or cause to be divereed any busi-
nes. from the faciliti's,
(e)
enter Or
pramises
Neither the Operator nor its employees shall
drive any.automobile which has been placed upon th.
for the purpose of self-parking.
AR'l:ICLE tv
REPAIR AND REPLACEMENT OBLIGATIONS OR EVENSON
Section ~.l. '1'he Operator shall noe be re.ponsi,ble
pay far the followingl.
for er
(a) Extraordinary repair and lIlaintenancl! of the
parkin~ Ramp and equipment.
(b) Necessary lUjor r..pairs to. the structure, in-
cluding the fcundation, valls, p..rking deck., roof thereof
and aiso inoluding plumbing, elevator., iighting and heating
.ystems, contained therein.
ARTICLE V
PA!MENTS O~ OPERATOR
Section 5.1. MaMee; ent ree and Aclminis1:ntive Cost
and ~roenses. Pur.~ant to the terms of the Even.on Coneract, the
holder of the interest of ~erry Evenson undor the Svenson
Contract ~s agre.d to pay ~s 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 intorest of Terry
Evenson under the Evenson Contract for payment of the management
fee, administrative costs and expenses and operating expenses.
~he Operator .hall keep reoords cf all such fees, costs
and expenses and submit reports detailing the amount and purpose
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ot all .u~h ex~enditu:e~ to the city on eacn Karch 1, September 1
and oec~mbe~ 1 du~inq tbe term of t~is Agreemen~.
AR~I C!..E VI
t~D~~!Tv. BOHOS. !HSrrRANC~
Section 6.1. Indemnit.,.. tne operator covenant. and
aqtees to pay subject to all provisions of this AqreellUlnt, all
dama9RS for injuries to ~eal ar pe~sonal property q~owinq OU~ of
any negligent act or deed or any omission to act of the Operator
or any servant, aqent, or employee of the operator in connection
vitn the operation of the Par~i.ng Ramp under this Aqreement. the
Opetat:.or cocten.a.nts and a9re~s to defend, indemnify, saye, and
~eep the eHy ha::n1ess against all 1iabilLtie~, lossos, cost.
(including court and stenographic COGts and an amount in
reimbursement ot attorneys' fees l, damages, expenses, causes of
actlon, suits, claims, demands and judgments of any kind or
natar. whatsoever which may in anywise come against the City tor
or ~~ account of perscnal injuries or death, 9Co~ing out of any
neql.~Ant act ar de~d or omission to ac~ an the opera:Qr or any
serva~H" aqent or employ..s ot the Ope::al:or in conne~:ion with
t~e operation ot t~e Pat.Lng Ramp under this Aq:eement.
section 6.2. ;n.urance. 'l:he Operator sha.n procur.e
and maintain contil1uOusly in. effect, ciut'in~ the ter~ of t~iS
Agreement, insurane9 of the Icind and amount !ufficillnt to c:ov~:'
any liability of the Operatoc unde: the Workers. Compensation Act
cf Minnesoca. Suc~ insurance requi red in tn.is sec~ion sha.ll be
taKen out and O1a.:.ntainec. in responsible insurance c:cmpan.!.es 1n
the State ot Minnesota. Ope:ator shall fu:nisn the City a polioy
evidencinq suc~ insuran~e or a ea~ti!icate oc certrfiea:e~ of ~he
::espective insure~.s stat.inq that suc:h insurance 1s in fo,ce and
effllct.
AR:I:!CLE VII
TF.RMINlITTOH
seetlon 7.~. Sn~~ende~ of p~emises. Opon ter~ination
ot this Agreement by lapse of time at othet'~ise I the Operat:or
Shall surrender and turn over pouession of the Pa:kinq Ramp
premises t:o the Ci t:.y i:\ the lame manner and. coae.:. t.!.cn as it
received the premises, excepting reasonable wear ano:! tear and
damage by c~sualt7'
Se<:~.:..on 7.2. Effect: of Default. I 0:. i.s e.x.~re,sly
aqret!:d b.tO",een ':.he oar:ie:s he.:eto chat .!.n t.he even:. thllt ?a:kinq
~mp is deser~ed, vacaeed, or aba~ccnl!d, or i~ t~e 09~:ztO~ snall
sell, as~lgn, or plQdge :his Ag:2e~ent; or i! delault be zade i~
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the perforlUnce of any of the cO~ln.\nts and agreements to be
per,formed ,by the Operator; or if the Opeator shall fall to
comply vith any of the statutls, ordinances, rules, oeders, regu-
lations or roquirements of the federal, etate, or city govern-
ment/ or if the Operator shall fill a petition in bankruptcy/ or
=ake an assignment for the benefit of creditors or take advantage
of any insol~l!ncy act, the City may elect to tarminate 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 terminat:lon, the Operator shall compensate' the
City for the losa in reVenue suffered by reason of such
termination. .
section 7.3. Ootion&l TerminatiOn. The operator may
terminate this Aqre~ent, without cause, upon thirty (30) days'
prior written notic. to the City. In addition, a notice to the
City from lUller , Schroeder. Investments 'Corpontion termin",tinq
this Aqreel1lent shall have the same force and eHect as a notice
from tbe operator.
AR'rICLE VIII
MISrF.T..LANEOOS
Section a.l. Riqhts CumUlative.
remedies hereby created are cumulative, and the
shall not be taken to exclude or' waive the
another.
The rignts and
use of one remedy
right to use of
Section a.~. Notice. In any case .where it is desir-
able for the City to serve Ulloa tne Q;lerator any nodce or
demand, it shall be sufficient to send a wdtten notice Qr
demand, by certified mail, postage prepaid, addressed to,
zaidan Boldings Inc.
c/o Ener~x Corp.
245 tast 6th Street
St. Paul, Kinnesota 55101
.In any case where it. is desirable for the Operator to
give or serve upon the City any notioe or demand. it shall be
sufficient. to send a written notice or demand, by certified mail,
post"'ge prepaid addressed to.
City of Columbia Heiqhts
ColumbLa aeignts, Kinnesota 55421
-8-
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Section 8.3. '9m~ltanc. vi~h Lav~ and Ordlnanc~s.
The Ope:at::)(' &c;.:ees to oceral:.e said pa.rKi.nc; Ramp in c::mpliance
"it~ t:tis Aqreement and .~ll laws and ordinances in. e!~ect or
which. may herea!~er be adopted by and for tlle Cicy of Columb.a
.ReigI\C5.
Section 8.4. Rult'!g And 'R,5!(Julat.ions. 'rhe operator
aqrees to abid. by rules aad requlations rel.ttinc; to us~ 0:: the
parking Ramp as are promulgaced by ehe bolder of ehe ineerest. of
'~.rry tvenson under Che tvenson contraot, pursuanc Co the Evenson
c.ontracC. whic.~ rules And requlaeions may from cime Co time be
chan'led.
Sectlon 8.5. Assionabllitv b'f oo",nto:. The righes/
obligacions and duties under this Agreement of the Operacor shall
not be assigned or tansferred in "bole ar ln part without the
prior wricten per:oission of cne City, excepe tlu.t ehe rights.
obllgatlons and dutle. under this Agreement b! ehe Operator may
be &ssignee to Killer i Scbroeder Invest.::lents coq:oracJ.on/ and
any purchaser frcm Killer " Schroeder InvesC::lents Cor1'oration,
wi~hQU~ pe:mission of the City.
Section 8.6. bssion3bilitv bv City. The rightS,
obligations and dutJ..s of ~he C~ty undu this Aq~e.ment at ~he
Cicy's optJ.on :oay be assigned or transferred in whole or 1n par:
to ~he Ci:y o! columbla Beigh:S wi thouC the c"nsent of the
OperatQt.
section a~ 7. Dam.o:tae at' De~t:rucl:.ion. It durin9 the
ter~ o! this Agree=ent, all or any part of che parking Ramp shall
be destroyed or <lamaged from any cause, the cJ.~y .....y. at its
option. cancel, ..ocHy, or su:spend the ope~ation of this Agree-
ment upon three days notice to the Operator.
section a.l. 9ction ~o 'Renef,J. The 0gerator: shall
have the opcion to renew and extend the tor" of this AgUe.'1\l!nt
lor a pedod o! five (5 I yeus bv glving the City nineC:i (~O)
days' notice o! .u~~ renewal. the "operator agrees tha~ the City,
at its option, may upon the termination of this Agreem~nt extend
this Agreement with ena Oilerat"r on a negotiate': basis, ..ay
solieit bids or n~ otiate ~ith otae:s for such services, or may
operate the ParKing RamP with CJ.:y personnel.
!he Operator agrees that. by entering into t;-.J.s Agree-
ment it obtains nO additional rights or privileges J.n the future
regarding the operation o! the Parking Ramp and agre.s that the
C.ity has neC waived or abrogatee any power or discret.ion it has
-9-
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,:t,x; 00 '9a 10. ~. 33'3 -4181 -R1<M3.C-
":',11
reqardlnq th.. 'oper..tion of the parklnq Ramp upon terminaHon of
t:l1is 'Aqrolllllent.
IN WITNESS llIlEREOf, the CHy and the Operator have
caus..d this Aqr..ment to b. executed in th..ir respective oorpo-
r..te names. ..s of the date first vritten above.
CI'r1 OF COLOMBIA HEIGHTS
By -'2/, 11', j,/ "A;"..hi-
lts '::'-"-", h1a.<.r-'-
By ~~t~~L
c..: +<.). h1a-....... 'Y......
ZAICAN HOLDINGS INC.
Its
/
STAT!: or IlINllZSO'rA )
~6NJJr;PI" ) ss
COCNn OF ~ )
'I'he foraqo'lnq instrument vas acknowledged before me
~iS~O da~ of ~ ~ , 1988, by f)" Ie V. ':0 "'t,.... t-1. and
,- ------!.._~I.-L-l , tile ~a?I"r. and
a ,. of the 1t of Columbu Huqhts.
~~~~~
NOtary PUb .c
f.~""N' ...... '.'.wr..'........"".
.. ilAIlS.4M lIANSOu p.i.Ric$'"
'. IIOTAArMuc'MINNcarA 1
H~INCltJtllY
.~~..~&"..,Qa.lIl.1990
--.. '..~.. r.. ~~~...~..~-*'."'V4/II.,.
_1"_
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P. :.2
---
"~' ~~ OS ,~ lG:47 6lZ ~ +131 ~C-
STATE OF MINNESOT~ 1
. ) ss
comm OF H"lJ,vE'I~ )
'rhe fOr109oin9 instrumenl: vu acknowledged before Ille
I:b.is "'/7), day of .:r <.t "p_ . 1988. by it.ett"~ ~Gl. 1 A.. " , I:he
51"" I'"e.TO:;y, of Za.dan Hoiding" be., & eo: :a"lon O:9&ni..d
an eX1sein9 under I:be laws of lobe Dominion of canada.
. ~ . .~-^;~'W"l.
_IIJIll.IC._ClITA
..,~=lo.1!9O
.^.J...t:J\.^+^VNN.~..n.l. .1'.
~t,~p~
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II II
9
IN WITNESS WHEREOF, Assignor has executed this Agreement the day and
year first above written.
By:
Its:
~L
STATE OF MINNESOTA
COUNTY OF A 1\0 1<<\
)
) ss.
)
~egOing instrutpent was acknowledged before me this IfflA day of
/'fz{}-1 l,2002,byG-",,<'! Pe+eV'soJ" ,the /h.a~/ov- , on behalf
of the corporation. Cl""L l.ot,l.lfe" I;'ef-S+,f},.e.- Cc-fy /Yla hC'fj""'\'"'
r~;,,"O"'."OW'AS ~~~=-
;. '. .r~Jl"'''r .." PU~I.IC. MINNESOTA otary Public
~;~!::.I ',I ,,','c, r:~p< Jan. 31, 2005
~'i ''''I''-#ltb'~''~'~J't 1'.'.. :"""l'" t'N.
Consent t~"A~sig~n;cnt: e lty of Columbia Heights hereby consents to the
assignments set forth above, and fut1her acknowledges and consents to a clarification that
the term of the Parking Agreements all expire on the later of the expiration of Part II of
the Management Agreement and the Parking Ramp Agreement.
Dated: ( / / / ? . , 2002.
. /
Its: Mayor
14t#~
Walter F ehst
Its: City Manager
STATE OF MINNESOTA )
~)ss.
COUNTY OF )
, The foregoing instrument ~s acknowledged before me this 1JJ1" day of
~ ()V'~~'--, 2002, by ~~ ll-'et€~SoI, and Walter Fehst, the Mayor and City
anager, respectively, on behal of the City of Columbia Heights, Minnesota, a
Minnesota municipal corporation.
..,."...........~
'. ~" C:\ROLE J. BLOWERS ~
. :. : .'. i; II'Ti\RY PUBLIC. MINNESOTA .~
1 Ii.. .. ,. ;t
l' ""~':;i:!" 'M)' Comm. Exp. Jan. 31, 2005~
;e;.,....~"'~Wtl'~ '~\:~\:.rJJ"~f',!!1t~~:;..fIH..f\f'-!'.'f,f'./'--,""-'. ";)
r; e fl-0. ~<"~
~ary Public
THIS INSTRUMENT DRAFTED BY:
BenePartum Law Group, P.A.
337 Oak Grove Street
Suite 100, Dunne Mansion
Minneapolis, Minnesota 55403
(612) 874-0000