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HomeMy WebLinkAboutContract No. 2015-2657INIMM WAK412LIX11RUM 10 E611 owl AND COLUMBIA PARK P.O LLP FOR THE OPERATION AND MAINTEVI�XCE *F A,Y-4k THIS AGREEMENT, made as of the _ day of 1 2015, between the City of Columbia Heights (hereinafter referred to as the "City"), Columbia Park Properties, LLP, a limited liabiyk partnershig organized and existing under the laws of the State of Minnesota (hereinafter referred to as the 4000 Central Avenue NE Building "Landlord"), and Fairview Health Services., a Minnesota non - profit corporation organized and existing under the laws of the State of Minnesota (hereinafter referred to as the 4000 Central Avenue NE Building "Tenant" and "Operator"); WITNESSETH THAT, in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: Recitals: The City has constructed a 310 stall public parking ramp, (the "Parking Ramp") which is owned by the City and located at 4011 Van Buren Street adjacent to the building at 4000 Central Avenue NE. The City desires to contract with the Operator concerning the Operator's management of the Parking Ramp. By means of this Agreement, the City and the Operator desire to set forth their rights and obligations concerning operation and maintenance of the Parking Ramp. The original Agreement for Operation and Maintenance of a Parking Ramp dated December 16, 1985, and a subsequent Agreement dated July 25, 1995 and January 1, 2003, is terminated by this Agreement. The prior Agreements no longer have any force and effect and this document will control all rights and obligations between the City and the Operator affecting the Parking Ramp. Fn 0 #= M90119401M Section 1.1 Term, The Tenn of this Agreement shall be five (5) years beginning on September 1, 2014, and ending on December 31, 2019, at midnight unless said term shall be terminated or extended as provided herein. f"ll , , Section 2.1 Operation in General. The Operator agrees to manage and operation the Parking Ramp in a professional, economical and businesslike manner, reasonably satisfactory at all times to the City in its reasonable discretion. The Operator agrees to accomplish the following, as directed by the City: (a) Provide such operational and maintenance supplies as are reasonably necessary to operate the Parking Ramp. (b) Provide bookkeeping and accounting functions. (c) Pay for all utilities, including gas, water and electricity. (d) Maintain all operating equipment and security equipment. (c) Accomplish all reasonably necessary maintenance and repair as per an agreed upon schedule developed by both parties by March I of each year of this Agreement. Pay for insurance required by Section 5.2. 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 and said business is of a temporary, non-recurring basis for the convenience of the patients of the Operator and approved by the City. The Operator shall report in writing to the City, within 48 hours after becoming aware thereof, any material damage or injury sustained to persons or property, including the Parking Ramp itself. Section 2.2 Hours. The Operator agrees to operate the Parking Ramp as a public parking ramp available to all members of the public at all hours. Section 2.3 Rates. No fees or parking charges shall be assessed against users of the Parking Ramp unless the City and the Operator shall mutually agree. Section 2.4 ' Maintenance Obligations of the Operator. The Operator agrees that in the procurement of materials or services for operation and maintenance of the Parking Ramp exceeding Fifty Thousand Dollars ($50,000.00), the Operator will follow the competitive bidding requirements of Minnesota Statutes, Section 471.345. The Operator agrees to reasonably maintain the Parking Ramp, the equipment provided by the City and all parts thereof, in good condition and repair and in a safe condition; making all repairs as required by this Agreement thereto, which may be reasonably necessary for this purpose with the approval of the City, including but not limited to the following: 2 (a) Maintain all pavement markings, bumper guards and wheel blocks. (b) Supply electric bulbs and replace worn out bulbs and fuses. (c) Maintain and care for all plantings. (d) Maintain the premises in a reasonably clean, presentable condition by not allowing dirt, paper, or trash of any kind to accumulate upon the premises; and remove snow, ice and other obstructions from the property and from driveways and sidewalks on the Parking Ramp premises. The snow and debris removed shall not be placed upon the public ways or any portion thereof. (e) Make all necessary repairs to the structure, plumbing, elevators, and lighting systems in the Parking Ramp except as provided in this Agreement. (f) 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 with any of the aforementioned obligations, the City may, after thirty (30) days' notice to comply, in addition to other remedies set forth herein, take all steps necessary to insure compliance with the above obligations. The Operator will provide written assurances satisfactory to the City that Operator is taking such action to comply with the aforementioned obligations and that such obligations will be cured within a reasonable period of time. Section 2.5 Annual Statement and Account. The City shall have the right, at its expense, to conduct an annual audit of the operations of the Parking Ramp, Section 2.6 Alterations. The Operator shall make no alterations or additions to said premises and appurtenances without the prior consent of the City. It is expressly agreed that all appurtenances, presently or hereafter located in and upon said Parking Ramp, whether affixed thereto, or not, are and shall remain the property of the City. Section 2.7 Rebate to Operator Prohibited. It is understood that there shall be no rebate to the Operator or its officers or employees of any person of any expenditures representing an operating expense by any person, fin-n or corporation which has provided goods or services to the Operator, unless such rebate is approved in writing by the City. Section 2.8 Authority to Contract Limited. All contracts between the Operator and third parties for services or materials in connection with the operation and maintenance of the Parking Ramp over the amount specified in Section 2.4 shall be subject to the prior written approval of the City, which approval shall not be unreasonably withheld or unduly delayed. Section 2.9 Damage by Operator. The Operator shall maintain or cause its contractors to maintain appropriate insurance and shall use the proceeds from such insurance to repair any damage to the Parking Ramp or equipment therein, caused by the negligent acts or omissions of its employees, agents or contractors. The Operator shall not be directly liable to the City for damage to the Parking Ramp caused by the negligent acts or omissions of its contractors provided such contractors maintain the insurance required by Section 5.2 hereof. Section 2.10 Agreement Not a Tenancy. 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. Section 3.1 Selection. The Operator agrees to secure, furnish, train and pay for personnel as are reasonably necessary to be employed in the successful operations 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, agents or contractors of the Operator only, and not employees, agents or contractors of the City or have any contractual relationship with the City; and any and all claims that may or might arise under the Worker's Compensation Act of the State of Minnesota, or other acts 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- Discrimination. The Contractor shall meet all applicable federal, state and local laws and regulations pertaining to discrimination and the same shall be considered a part of this Agreement as if more fully set forth herein. ARTICLE Section 4.1 Reimbursement of OneratiM and Employee Expenses, The City shall reimburse the Operator for approved expenses incurred by the Operator pursuant to this Agreement in the maintenance of the Parking Ramp. The Operator shall submit, along with any request for reimbursement, documentation of its expenditures, which documentation shall be reasonably satisfactory to the City. The City shall reimburse 40% of the total operating cost outside of employee expenses. The City shall reimburse the Operator for 40% of the Operator's employees' time spent performing maintenance functions at the Parking Ramp. Employees' time shall be calculated using a loaded labor rate equaling the employee's base salary multiplied by 130 %. Section 4.2 Time of Payment. Payments to the Operator for Operator's compensation and reimbursements shall be made on each April 1" during the term of this Agreement. SECTION V INDEMNITY, BONDS, s 2 Section 5.1 Inde ity. The Operator covenants and agrees to pay subject to all provisions of this Agreement, all damages for injuries to real or personal property of third parties growing out of any negligent act or deed or any omission to act of the Operator or any servant, agent, or employee of the Operator in connection with the operation of the Parking Ramp under this Agreement. The Operator covenants and agrees to defend, indemnity, safe, and keep the City harmless against all liabilities, losses, costs (including court and stenographic costs and an amount in reimbursement of attorneys' fees), damages, expenses, causes of action, suits, claims, demands and judgments of any kind or nature whatsoever, which may in anyway come against the City for or on account of personal injuries or death, growing out of any negligent act or deed or omission to act on the Operator or any servant, agent or employees of the Operator in connection with the operation of the Parking Ramp under this Agreement. Section 5.2 Insurance. (a) 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 Operator under the Worker's Compensation Act of Minnesota. Such insurance required in this section shall be taken out and maintained in responsible insurance companies licensed to do business in the State of Minnesota. Operator shall furnish the City a policy evidencing such insurance or a certificate or certificates of the respective insurers stating that such insurance is in force and effect. (b) The Operator shall procure and maintain or cause to be procured and maintained continuously in effect, during the term of this Agreement, policies of insurance of the kind and minimum amount as follows: Comprehensive general liability insurance in amounts determined to be desirable by the Operator but not less than (a) $500,000 for injury to or death of any one person; (b) $2,000,000 for injuring or deaths arising in any one occurrence; and (c) $2,000,000 for property damage, including damage to the Parking Ramp caused by negligent acts or omissions of the Operator, its agents or contractors in any one occurrence; occurring on the Parking Ramp or arising out of the use thereof, but the policies also may have annual aggregate limits of not less than $2,000,000. The City and Operator both shall be insured parties and each policy shall provide that it may not be cancelled without at least thirty (30) days prior notice to the City and the Operator. WIN JENAXWE I Section 6.1 Surrender of Premises. Upon termination of this Agreement by lapse of time or otherwise, the Operator shall surrender and turn over operation and maintenance of the Parking Ramp premises to the City in the same manner and condition as it received the premises, excepting reasonable wear and tear and unrestored casualty damage. Section 6.2 Effect of Default. It is expressly agreed between the parties hereto that in the event: (1) the Operator shall sell, assign, or pledge this Agreement without the prior 5 written pennission of the City; or (2) if default be made in the performance of any of the covenants and agreements to be performed by the Operator; or (3) if the Operator shall fail to comply with any of the statutes, ordinances, rules, orders, regulations or requirements of the federal, state, or City governments which materially affect the operation and maintenance of this Parking Ramp.- or (4) if the Operation shall file a petition in bankruptcy, or make an assignment for the benefit of creditors or take advantage of any insolvency act, the City may elect to terminate this Agreement and the remaining term hereof. However, any such default described in classes 2 or 3 that is incapable of being cured within 10 days after written notice hereof, shall not be basis for termination of this agreement if the operator provides written assurances, satisfactory to the City that it is taking actions to cure such default and that the default will be cured as soon as reasonably possible. In the event the City elects to terminate this lease because of a violation of this section, upon such termination, the Operator shall compensate the City for any losses or damages suffered by reason of such default by the Operator with respect to the operation of this Parking Ramp. Section 6.3 Termination by Operator. The Operator has the right at its sole discretion to terminate this operation and maintenance agreement at any time upon 120 days written notice. Section 6.4 Termination by City. The City shall have the right to terminate this Agreement at any time upon the giving of 120 days written notice to the Operator if the City determines in its sole discretion that it is in the best interests of the City to operate the Parking Ramp itself or to retain a new operator for the Parking Ramp, • Section 7.1 Rights Cumulative. The rights and remedies hereby created are cumulative, and the use of one remedy shall not be taken to exclude or waive the right to use of another. Section 7.2 Notices. In any case where it is desirable for the City to serve upon the Operator any notice or demand, it shall be sufficient to send a written notice or demand, by certified mail, postage prepaid, addressed to: Fairview Health Services Attn: Real Estate 400 Stinson Boulevard Minneal2oWs, MN 55413 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 M ATTN: Community Development Director 590 40'h Avenue NE Columbia Heights, MN 55421 Section 7.3 Compliance with Laws and Ordinances. The Operator agrees to operate said Parking Ramp in compliance with this Agreement and all laws and ordinances of general application or effect or which may hereafter be adopted by and for the City of Columbia Heights. Section 7.4 Assignability by Operator. The rights, obligations and duties under this Agreement of the Operator shall not be assigned or transferred in whole or in part without the prior written permission of the City. Section 7.5 ' Option to Renew. The Operator 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 negotiate with others for such services, or may operate the Parking Ramp with City personnel. The Operator agrees that by entering into this Agreement it obtains no additional rights or privileges in the future regarding the operation of the Parking Ramp and agrees that the City has not waived or abrogated any power or discretion it has regarding the operation of the Parking Ramp upon termination of this Agreement. IN WITNESS WHEREOF, the City and the Operator have caused this Agreement to be executed in their respective narnes, as of the date first above written. By: Its: City Manage By: Its: V 7 FAIRVIEW HEALTH SERVICES By: Its: Dire r of Real Estate STATE OF MINNESOTA COUNTY OF ANOKA STATE OF MINNESOTA COUNTY OF ANOKA - The foregoing in Columbia Park Pronerti FOH= rwo-THN-Ava-ITSWINI" corporation. SANDEE K AMES 594319-vl Notary Public nnesota Mp T Gomm Expires .,an 31, 2018 Notary -Public -,--- w COLLEEN M. PERSON NMARYPU5X-WNNE$0TA fN CovVy"On DOM Jan. 31, 2D20 corporation. SANDEE K AMES 594319-vl Notary Public nnesota Mp T Gomm Expires .,an 31, 2018