HomeMy WebLinkAbout2019 Public Works Ops Review RFP Final 5.24.2019.pdfCITY OF STILLWATER
MINNESOTA
B I RTH PLAC E
REQUEST FOR PROPOSALS
City of Stillwater
Operational Review for
Public Works Department
Submission Deadline
Thursday, June 13, 2019
4:00 P.M. Local Time
TABLE OF CONTENTS
Section Page No.
1.0 Introduction and Background.................................................................................. 3
2.0 Scope of Services..................................................................................................... 5
3.0 Instructions to Proposers.......................................................................................... 5
4.0 Evaluation of Proposals: Selection Factors............................................................. 7
5.0 Proposal Response Format...................................................................................... 8
6.0 Schedule of Activities.............................................................................................. 9
7.0 Terms and Conditions.............................................................................................. 9
8.0 Negotiations............................................................................................................. 10
Attachments
Page No.
Exhibit "A"
Price Proposal Form.................................................................................
11
Exhibit "B"
Insurance Requirements for City of Stillwater .........................................
12
Exhibit "C"
City of Stillwater Organizational Chart .....................................................
13
Exhibit "D"
Public Works Department Organizational Chart .............................................14
Exhibit "E"
Board of Water Commissioners Organizational Chart .................................... 15
Exhibit "F"
St. Croix Valley Recreation Center and Lily Lake Arena
..............................16
Organizational Chart and Management Agreement
Page 2 of 26
SECTION 1.0 — INTRODUCTION AND BACKGROUND
The City of Stillwater Minnesota is soliciting proposals from qualified firms for an organizational
and operational review of the Public Works Department, including a review of the current Board
of Water Commissioners operations and St. Croix Valley Recreation Center operations. The City
has a population of nearly 20,000, is located on the St. Croix River in Washington County, MN,
30 minutes east of Minneapolis/St. Paul and is approximately nine square miles in area. The
review will include an analysis of the current organizational structure and staffing relative to the
scope of duties and provide recommendations and options for structure and staffing to meet current
and future demand for services as well as increasing the operational efficiency and effectiveness
of the organizations.
The current organizational structure of the City of Stillwater and its departments and the City's
Boards and Commission is attached as Exhibit "C".
Responsibilities of the Public Works Department
The City of Stillwater Public Works Department is responsible for the reliable and the long-term
operation, maintenance, repair, improvement and management of all City owned infrastructure.
Public works staff provides its residents and businesses with clear passage of streets and trails,
safe collection of wastewater, conveyance of storm water, reliable flood protection, beautiful
parks, fields and recreational facilities.
The City of Stillwater Public Works Department operates in several areas for the city through
six departments including: Streets, Parks, Sanitary Sewer, Storm Sewer, Signs and Lighting.
Fleet maintenance falls under the responsibility of the Street Division. These departments
work in conjunction with one another and with other city departments to provide a high level
of service for the community.
The Street Department is responsible for the repair and maintenance of the City's 97.2 mile street
network so they are safe for the public. Activities include snow and ice control in the winter
months, road maintenance repairs and tree trimming in the summer months. Other maintenance
activity in the street department, painting crosswalks and pavement markings during the summer
and trimming of boulevard trees. The Streets Division also includes the Vehicle Maintenance
Department. This department is responsible for the repairs of over 110 pieces of equipment
ranging from lawn trimmers and tandem axle plow trucks as well assisting other city departments
with their vehicle maintenance.
The Parks Department maintains and operates the city park system to promote recreation and
leisure opportunities for Stillwater residents. Stillwater's Park System includes, 38 parks, covering
595 acres, 26 miles of trails, 18 playground areas, 13 ballfields, 12 tennis courts, and six bathroom
facilities. Activities required in meeting this objective include mowing, prep ballfields, trash
pickup, maintain turf, inspect park infrastructure, maintain bathrooms, plow trails, setup and take
down for special events, and facilitating the Parks and Recreation Commission.
The Sanitary Sewer Department insures uninterrupted operation of the City's wastewater
collection system. The department maintains 90.5miles of sanitary main, 14 lift stations, Activities
include of cleaning and televising a sewer lines, operate, monitor lift stations, provide 24 hour
oversight to emergency backups and system failures, repair damage lines and manholes, and assist
residents as needed.
The Storm Sewer Department is responsible for the maintenance and operation of the City's storm
Page 3 of 26
sewer system to insure flooding during the storm events is minimal and the impact of storm water
runoff to the environment is minimized. The City's storm system consists of 81 miles of storm
sewer, 1 lift station, 140 ponds and 101 wetlands. The Storm Sewer Department is responsible for
the street sweeping in the City.
Signs and Lighting Department maintains and operates signs and street lighting to insure roadway
safety for the public. The City has 3599 traffic signs and 1020 street name signs and 1643 street
lights.
Public Works Staffing
The Public Works Department currently consists of a Public Works Director/ City Engineer,
a Public Works Superintendent, an Assistant Public Works Superintendent, a part-time
administrative assistant and 17 maintenance workers. The department also relies on the use
of 12-14 seasonal employees during the summer months.
The Public Works Department organizational chart is attached as Exhibit "D".
Responsibilities of the Water Department
The Board of Water Commissioners was created by City Charter and consists of three
members appointed by the City Council. The system of waterworks owned and operated by
the City is under the control and management of the Board of Water Commissioners since
1880. The Water Board is responsible for 96 miles of water main, 1,080 hydrants, 1.068
hydrant valves, 1,138 main valves, 8 well houses and 4 water storage facilities. The Board
prescribes the number of employees their duties, functions, compensation and termination.
Specific duties include:
• Provide sufficient and safe drinking water for the residents and visitors to Stillwater.
• Oversees the operation and maintenance of well systems, pumping and storage systems,
and water treatment systems using SCADA.
• Protect the life cycle of all the mains, valves, hydrants and above ground assets.
• Respond to Customer Service calls related to water service issues
• Using the Utility Billing System, manage the accounting for all metering, collections and
customer accounts in regard to municipal water services.
• Operate and maintain Water Department water distribution and treatment systems using
preventive maintenance practices in a safe working environment.
• Prepare Annual Operational and Capital Improvement budgets.
• Coordinate services with Public Works Director and City Administrative Staff.
The Board of Water Commissioners organizational chart is attached as Exhibit "E".
Responsibilities of the St. Croix Valley Recreation Center
The St. Croix Valley Recreation Center is a multi -purpose facility owned by the City of Stillwater
consisting of a 300'x 244'dome field house (currently under reconstruction), two (2) 85' x 200'
NHL style ice sheets and the Lily Lake Ice Arena. The Rec Center also offers open walk/run
sessions, open field sessions, open skating, open hockey, group skating lessons, and freestyle ice.
The City of Stillwater contracts with St. Croix Caterers, Inc. for management, marketing,
operations and maintenance of the facilities.
The organizational chart and contract provisions of the management agreement for St. Croix Valley
Recreation Center and Lily Lake Arena is attached as Exhibit "I"'.
Page 4 of 26
SECTION 2.0 — SCOPE OF SERVICES
The goal of the study is to complete an analysis of the current organizational structure and
operations of the City Public Works Department, Board of Water Commissioners and St. Croix
Valley Recreation Center and to develop options and recommendations to optimize effectiveness
and efficiency in the management and delivery of these services to the Stillwater community. In
doing so, the objectives of the City are to:
• Examine the existing Public Works Department, Board of Water Commissioners and St.
Croix Valley Recreation Center organizational structure and functions.
Determine the organizational efficiencies and capacity of the Public Works Department,
Board of Water Commissioners and St. Croix Valley Recreation Center and explore best
practice models for increasing the efficiency and effectiveness of the organizations,
including the pros and cons of centralizing the responsibilities of the Public Works
Department, the Board of Water Commissioners and/or the St. Croix Valley Recreation
Center.
Identify supervisory ratios and based on industry best practices and organizational needs,
develop recommendations for appropriate supervisory ratio with and without the added
responsibilities
+ Identify staffing levels, based on industry standards in the Public Works Department, both
current and future, and develop an optimal organization chart.
SECTION 3.0 — INSTRUCTIONS TO PROPOSERS
3.1 Request for Proposal Information
It is the responsibility of the Consultant to carefully read the entire Request for Proposal, which
contains provisions applicable to successful completion, and submission of an RFP. If any
ambiguity, inconsistencies or errors are discovered in the RFP, the City Administrator must be
notified in writing. Only interpretations or corrections of the RFP made in writing through addenda
by the City Administrator will be considered binding. The City Administrator must receive all
requests for interpretations or corrections no later than the date specified in the RFP timetable. The
RFP consists of all documents identified in the Scope of Work section of this RFP.
3.2 Submission of Proposals
The following information must appear on the lower left-hand corner of the container:
RFP for City of Stillwater Operational Review for Public Works Department — 2019.
Using U.S. Mail, UPS, FedEx, etc., the information must be addressed to:
Administration Department / City Clerk
City of Stillwater
216 4t" Street N
Stillwater, MN 55082
All submittals by mail or in person must be received by no later than 4:00 p.m. local time, on June
13, 2019 by the City Clerk's office. Hand carried proposals may be delivered to the above address
only between the hours of 8:00 a.m. to 4:30 p.m., Monday through Friday, excluding holidays
observed by the City.
Page 5 of 26
Proposers are responsible for informing any commercial delivery service, if used, of all delivery
requirements and for ensuring that the required address information appears on the outer wrapper
or envelope used by such service.
3.3 Technical Proposal
All proposals must be submitted on 8 '/2" x I paper, except for any drawings, charts, diagrams,
or similar information. Proposers shall include their complete return address on the outer envelope
wrapper. One (1) unbound original of the technical proposal must be submitted for review.
Electronic submittals on CD will be considered an acceptable alternative to paper in keeping with
the City's sustainability initiative. Technical proposals may be submitted by email in Adobe.pdf
format; however, the City cannot assure nor guarantee delivery due to current system file size
limitations and possible spam/filter blocking. Consultants submitting the proposal by email will
be responsible to verify delivery. Please email and confirm receipt with Tom McCarty, City
Administrator(tmccaily(a,ei.stillwater.mn.us).
Technical Proposals shall include the following:
• Cover Letter
■ Experience of Firm
• Experience of Project Manager/Key Staff
• References and contact information from three similar projects.
■ Proposal Time Frame
• Proposed Services
• Other services
• Summary of services to be provided by the City
3.4 Modified Submissions of RFP
Modified qualifications and proposals can be submitted to replace all or any portion of previously
submitted information. The Selection Committee will only consider the latest version as part of
its deliberations.
3.5 Withdrawal of RFP
Qualification and proposal information may be withdrawn from consideration prior to the
submission deadline by written request, on the Consultant's letterhead, submitted to the City
Administrator.
3.6 RFP Postponement or Cancellation
The City may, at its sole and absolute discretion, reject any and all, or parts of any and all
submittals to the RFP, re -advertise this RFP, postpone or cancel at any time this RFP process, or
waive any irregularities in this RFP as it deems to be in the best interest of the City of Stillwater.
3.7 Contracting Department
The Administration Department will administer the contract resulting from this RFP.
3.8 Incurring Costs
The City of Stillwater is not liable for any cost incurred by proposers in replying to this RFP. The City
of Stillwater reserves the right to accept or reject any or all proposals and to waive technicalities in
any proposal or part thereof deemed to be in the best interest of the City of Stillwater.
Page 6 of 26
3.9 Proprietary Information
Any restrictions on the use of data contained within a proposal must be clearly stated in the
proposal itself. Each page must be clearly marked "CONFIDENTIAL". The City shall comply
with State and Federal Law(s) as to complying with requests for information.
3.10 Fixed Price Period
All price, cost, and conditions outlined in the RFP/Price Proposal shall remain fixed and valid for
acceptance for a 90-day period commencing on the due date of the contractor's proposal. The City
reserves the right to negotiate the scope of services and cost with the highest ranked consultant,
when only one firm is short-listed.
3.11 Certification of Independent Price Determination
By signing this proposal, the respondent certifies, and in the case of a joint proposal, each party
t h e r e t o certifies as to its own organization, that in connection with this procurement:
The process in this proposal has been arrived at independently, without consultation,
communication, or agreement, for the purpose of restricting competition, as to any matter
relating to such prices with any other respondent or with any competitor;
Unless otherwise required by law, the prices which have been quoted in this proposal have
not been knowingly disclosed by the respondent and will not knowingly be disclosed
by the respondent prior to opening in the case of an advertised procurement or prior to award
in the case of a negotiated procurement, directly or indirectly to any other respondent or to
any competitor;
3.12 Restricting Competition
No attempt has been made or will be made by the respondent to induce any other person or firm
to submit or not to submit a proposal for the purpose of restricting competition.
3.13 Clarification of the REP (Request for Proposals)
If additional information is necessary to assist the vendor in interpreting this RFP, questions will
be accepted by: City of Stillwater Administration Department, 216 4"' Street N., Stillwater,
Minnesota 55082, telephone (651) 430-8800 or email: Tom McCarty, City Administrator
(tmecarty@ci.stillwater.mn.us). See timetable for submittal of formal questions.
3.14 Contract Term and Schedule
The consultant shall provide a schedule of activities included with their proposed scope of work.
The schedule submitted will be evaluated with respect to the other proposals.
SECTION 4.0 — EVALUATION OF PROPOSALS: SELECTION FACTORS
This section sets forth criteria which will be used in the evaluation of proposals and selection of the
successful firm. Each responsive proposal will be evaluated and selection will be made on the basis
of the criteria listed below:
• Experience of the firm and proposed project team with regards to analyses of
organizational and operational reviews of municipal public works departments.
• Demonstrated understanding of the City's needs with respect to the analysis of
organizational and operational reviews of municipal public works departments, quality of
Page 7 of 26
the firm's described approach, and the ability to meet/exceed the criteria set forth in Section
3.0 of the RFP.
• Compliance with Contract Terms and Conditions, and overall quality and completeness of
proposal submission, including the proposed time frame.
■ References.
• Cost of services.
The City will conduct interviews and/or discussions with one or more firms. Once these interviews
and discussions are completed, award will be made to the top -ranked firm, and other proposers will
be advised of the decision. Proposals will remain confidential until a firm has been selected.
SECTION 5.0 — PROPOSAL RESPONSE FORMAT
Proposers are to make written proposals that present the firm's qualifications and understanding
of the work to be performed. Proposers shall address each of the specific topics listed below as a
minimum. Failure to include any of the requested inforination may cause for a proposal to he
considered non-res ponshy and rejected.
5.1 A Cover Letter
A cover letter introducing your firm and confirming your interest in performing the subject study.
Indicate your agreement with, or specific exceptions to, any of the objectives, requirements, terms
or conditions contained in this solicitation document.
5.2 Experience
Experience of the firm and proposed project team with regards to analysis of organizational
and operational reviews of municipal public works, parks and utility departments.
A. Describe your firm's overall experience with providing analyses o f organizational and
operational reviews public works, parks and utility operations in a municipal setting
generally and specifically with the state of Minnesota.
B. Identify and describe the experience, qualifications and credentials of the project team or
individual(s) proposed to do the work, specifically detailing the experience with government
agencies.
C. Describe any recently completed or current work your firm is performing for other clients,
especially government entities, with respect to organizational and operational reviews of
public works, parks and utility operations in municipal settings.
D. A list of at least recent four (4) current references for whom comparable work has been
performed. This list shall include client name, person to contact, address, telephone number,
and description of work performed.
5.3 Understanding
Demonstrated understanding of the City's needs with respect to its public works, parks and utility
departments operations and the ability to meet/exceed the objectives set forth in Section 3.0 of the
RFP:
A. Provide a description of the general approach to be used in conducting the study, including
assumptions, theories and methodologies to be employed, and any anticipated public sector
comparables to be used.
Page 8 of 26
B. Provide a work plan describing the individual tasks to be performed, and the relative
scheduling of those tasks including a listing of City and Proposer resources required. All
deliverable items should be identified and described. The work plan should detail key events,
methods, estimated hours and the timeline for completion.
C. Recommendations for annual or ongoing maintenance and review of the plan, either by your
firm or City staff over the next ten years.
5.4 Cost of Services
A Provide a not -to -exceed cost based on the tasks to be performed, per the Scope of
Services. Complete and submit the Proposal Form (Exhibit "A") in a SEPARATE
SEALED ENVELOPE labeled "PROPOSAL FORM."
B. Provide alternate cost proposals for any additional follow-up services that may be included
in the recommendations.
SECTION 6.0 — SCHEDULE OF ACTIVITIES
The anticipated timetable for the RFP process including the selection of the top ranked firm is as
follows:
6.1 Timetable
• RFP available for distribution ...................................................May 24, 2019
■ Submittal of Questions........................................................ June 7, 2019
■ Deadline for submittal of RFP.....................June 13, 2019 4:00 PM Local Time
• Interviews (if necessary).................................................................TBD
• City Council Award of Contract .............................. July 2019
• Start Date .......................................... TBD Following Award Notification
• Completion Date..........................................................................TBD
SECTION 7.0 — TERMS AND CONDITIONS
7.1 Termination
If for any reason, the firm selected fails to fulfill the obligations agreed to in a timely manner, the
City shall have the right to terminate the contract by specifying the date of termination in a written
notice to the firm at least seven (7) days before the termination date. In this event, the firm shall
be entitled to just and equitable compensation for the work satisfactorily completed.
7.2 Insurance
The successful proposer will be required to furnish, within five (5) days of award notification and
before commencing work, the certificate of insurance specified in Exhibit "B" for professional
services work. The certificate shall name the City, its officers and employees as additional insured.
7.3 Indemnification Clause
The agreement resulting from this RFP shall be required to contain the following:
"Provider agrees to indemnify, defend and hold harmless the City and its officers, officials,
employees and agents from and against any and all liability, loss, damage expense, costs
(including attorney fees) arising out of this agreement, caused in whole or in part by Provider or
Page 9 of 26
anyone for whose acts any of them may be liable, except where caused by the sole negligence or
willful misconduct of the City."
7.4 Contract Term
The contract resulting from the award of this RFP shall commence as soon as administratively
possible following award notification, and shall continue until all agreed upon tasks have been
satisfactorily completed, but not later than December 31, 2019.
7.5 Right to Reject
The City reserves the right to reject any or all proposals, to waive technicalities, or to accept the
proposal deemed to serve the City's best interest.
7.6 Proposal Costs
All costs associated with preparation, submittal and presentation of proposals shall be borne by the
proposer.
SECTION 8.0 — NEGOTIATIONS
8.1 Negotiations with top rated firm
Upon selection of the top rated firm, the City may enter into limited negotiations with the selected
top rated firm to clarify the scope of services to be provided. Note, however, that costs for services
are part of the evaluation and scoring of points. You are encouraged to submit your best and final
offer with the proposal.
8.2 Terms of Agreement
Upon mutually agreeing to the terms of the contract, written agreement will be prepared by the
City utilizing the City's contract agreements (amended to the specific terms of this contract). It is
important to note that the City will not indemnify the Consultant. The City will own all documents
and drawings they pay a Consultant to prepare.
8.3 Failure to Reach Agreement
If an agreement cannot be reached with the top rated firm, negotiations will be terminated and the
City will open negotiations with the second rated firm. The negotiation process will continue until
an agreement is reached with one of the short listed firms. If no agreement is reached with the
short listed firms the negotiation process will be terminated at the City's discretion.
"The City of Stillwater is an Equal Opportunity Employer ".
Page 10 of 26
EXHIBIT "A"
City of Stillwater Operational Review of Public Works Department
Price Proposal Form
Total Cost of Activities as described in Project Understanding portion of proposal (response to
Section 2.0 Scope of Services). All costs related to travel, supplies, etc., are to be included.
Total Price Not -To -Exceed Cost:
$
List other costs (if applicable):
Description
$
Description
$
Description
$
Description
$
TOTAL PROPOSED COST FOR THIS PROJECT: $
Payment is expected to be processed as follows: 5 0 % upon contract execution and 50% after the
project is completed.
I hereby certify that I am authorized to make this offer on behalf of the named company and to
bind said company to all conditions of this proposal. By submitting this proposal, I hereby
represent that the firm identified below has thoroughly examined the Request for Proposals, is
familiar with the Scope of Services, and is fully qualified to perform the services described to
achieve the City's objectives in a professional manner.
Name of Firm
Address
City/State/Zip
Telephone Number
Signature
Name (print)
Title
E-mail Address
Page l ] of 26
"EXHIBIT B"
Insurance Requirements for City of Stillwater
It is hereby agreed and understood that the insurance required by the City of Stillwater is primary
coverage and that any insurance or self-insurance maintained by the City of Stillwater, its officers,
council members, agents, employees or authorized volunteers will not contribute to a loss. All
insurance shall be in full force prior to commencing work and remain in force until the entire job
is completed or the length of time that is specified in the contract.
1. Professional Liability
A. Limits (a) $500,000 each claim/$1,000,000 annual aggregate
B. Must continue coverage for 2 years after final payment for service/job
2. General Liability Coverage
A. Commercial General Liability: $1,000,000 general aggregate, $1,000,000 products -
completed operations aggregate, $1,000,000 personal injury and advertising injury, and
$1,000,000 each occurrence limit.
B. Claims made form of coverage is not acceptable.
C. Insurance must include: Premises and Operations Liability, Blanket Contractual
Liability, Personal Injury, Explosion, Collapse and Underground Coverage,
Products/Completed Operations, and the general aggregate must apply separately to
this project/location.
3. Business Automobile Coverage
A. Limits - $250,000 each person/$500,000 each accident for Bodily Injury and $100,000
for Property Damage OR $500,000 Combined Single Limit for Bodily Injury and
Property Damage each accident.
B. Must cover liability for "Any Auto" - including Owned, Non -Owned and Hired
Automobile Liability.
4. Workers Compensation And Employers Liability
A. If required by Minnesota State Statute or any Workers Compensation Statutes of a
different state. Must carry coverage for Statutory Workers Compensation and
Employers Liability limit of. $100,000 Each Accident, $500,000 Disease Policy Limit
and $100,000 Disease - Each Employee.
5. Additional Provisions
A. Additional Insured on the General Liability Coverage and Business Automobile
Coverage. City of Stillwater, and its officers, council members, board and commission
members, agents, employees, and authorized volunteers shall be Additional Insureds.
B. The Additional Insured Policy endorsement must accompany the Certificate of
Insurance.
C. Certificates of Insurance must be on file with the City Clerk.
D. The City of Stillwater requires 30 day written notice of cancellation, non -renewal or
material change in the insurance coverage.
E. The insurance coverage required must be provided by an insurance carrier with the
"Best" rating of "A-VII" or better. All carriers shall be admitted carriers in the State
of Minnesota.
Page 12 of 26
1W
Mayor& Council
EXHIBIT "C"
City of Stillwater Organizational Chart (2018)
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Page 13 of 26
EXHIBIT "D"
City of Stillwater Public Works Department
Organizational Chart
F ob,Ic Vior!;t;]irc.'tr r
r�
ingineering Public Works
Department Department
Assistant City Engitzeer
Publics worlts
Stlperint['lide nt
Asst Public Works
Sperlmendent
(1 FTE)
E;olgist[}pi i�i
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- N}aintenance
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Fund
FTE
Engineering
3.25
Streets
6.75
Parks
6.25
Sewer
3.75
Storm Sewer
.90
Surface Water
2.30
Lighting
.80
Page 14 of 26
EXHIBIT "E"
Board of Water Commissioners
Organizational Chart
Page 15 of 26
EXHIBIT "F"
City of Stillwater
St. Croix Valley Recreation Center &
Lily Lake Arena Management Agreement
Organizational Chart
Cil.y r,.f StlllvYater
Council
St. Croix Boat & Packet
Facility r0anager (1)
ASSistant Facility
Manager (1)
Advertising Cfericial (14p Concession Resurfacer
Sales Ill Supervisor (1) Supervisor (3)
Concession Resurfacers
Workers (9) (5)
Skating
Director (1)
Skating
Instructors (5)
Skate Fitter
ill
Page 16 of 26
ST. CROIX VALLEY RECREATION CENTER AND LILY LAKE ARENA
MANAGEMENT AGREEMENT
This Management Agreement ("Agreement") is made this 21 st day of May, 2019 between the
CITY OF STILLWATER, a Minnesota Municipal Corporation (the "City"), and HOME RULE
CITY OF THE THIRD CLASS with offices at 216 N. 4th Street, Stillwater, MN 55082, and ST.
CROIX CATERERS, INC., a Minnesota Corporation, with offices at 301 S. Second Street,
Stillwater, MN 55082 ("St. Croix").
WITNESSETH
The City is the owner of the Lily Lake Ice Arena, 1208 Greeley Street S and the St. Croix Valley
Recreation Center, 1675 Market Drive, Stillwater, Minnesota, which features two (2) indoor ice
rinks, one (1) outdoor ice rink and a multipurpose domed field house (collectively, the
"Facilities").
St. Croix is in the business of managing and marketing ice rinks and sports and entertainment
facilities. St. Croix has the knowledge and expertise to manage and market the Facilities.
NOW, THEREFORE, in consideration of mutual promises and other consideration the parties
agree as follows:
ARTICLE I
OPERATING CONDITIONS
Section 1. Term
1.01 Commencing January 1, 2019 and continuing until December 31, 2019, St. Croix will
provide the City with the services set forth in this Article. Notwithstanding the foregoing,
the City will have a right to terminate this Agreement, for its convenience, upon not less
than sixty (60) days prior written notice to St. Croix. In this event the City must pay to
St. Croix all amounts owing to St. Croix and accrued through the date of termination, it
being understood that the purpose of this termination right is to comply with so-called
"safe harbor" guidelines for management contracts under Section 1301(e) of the Tax
Reform Act of 1986.
Section 2. Responsibilities
2.01 St. Croix's Responsibilities:
a. Marketing and Promotion. St. Croix must perform all marketing activities, which will
be undertaken to maximize the use of the Facilities by all persons, provide maximum
revenue, as defined in Paragraph 2.01(n) below. St. Croix will conduct a promotional
campaign for the Facilities in accordance with a plan for promotion, which must be
prepared and submitted, to the City for approval within forty-five (45) days after the
date of the agreement.
b. SchedulinLy. St. Croix must develop and maintain all schedules for events held at the
Facility and scheduling must be accomplished in accordance with a rate schedule and
facility use policy established by City policy, applicable law, and in a manner to
maximize the use of the Facilities so as to provide maximum revenue, for the City.
c. Concessions. St. Croix will provide concession services at the Facilities for the sale,
Page 17 of 26
through manual service, vending machines and other methods (collectively,
"Concessions").
d. Maintenance. St. Croix must perform all minor maintenance of the Facilities;
provided that the responsibilities are limited to ordinary and routine maintenance.
e. Custodial and Cleaning Services; St. Croix must provide all routine cleaning and
janitorial services at the Facilities.
f. Pest Control. St. Croix must perform all necessary pest control services, whether
performed by St. Croix or a pest control service engaged by St. Croix.
g. Snow Removal. St. Croix must perform all snow removal services on the pathways
and sidewalks adjacent to the Facilities.
h. Trash Removal. St. Croix is responsible for removal of all trash from the Facilities
and agrees that it will not permit any employee, to place refuse outside the buildings
on the Facility, except in designated Dumpsters, the location of which must be
approved by the city.
Operational Services. St. Croix will direct all services required to stage (set up and
take down) the Facilities for each event including, but not limited to, loading in and
loading out the ice rink, dasher boards, the soccer floor and other sports event setups.
St. Croix must hire and manage all management staff, ticket sales personnel, ushers
and other personnel required for the operation of the Facility, including, but not
limited to, ticket taking, program distribution and assistance to patrons general,
including the handicapped.
j. Ticket Sales. St. Croix must perform all aspects of ticket sales for events and activities
including computerized tickets. Ticket sales services will include ordering, selling
and accounting for tickets, reporting ticket revenues for a given event for each user
of the Facility, cash and credit card processing, complete auditing and accounting for
each event.
k. Securi1y. St. Croix must arrange for proper security for events at the Facility and for
general security when events are not in progress. The security may be provided by St.
Croix or by contract, in its discretion. St. Croix must review exterior crowd
management and traffic control with the Stillwater Police.
1. Licenses and Permits. St. Croix must obtain and maintain, on behalf of the City, all
licenses and permits necessary for management and operation of the Facilities.
in. Separate Fund Established. On or before the effective date of this Agreement, the City
will establish separate funds, separate from any other City funds which will be the
exclusive use of all receipts and disbursements related to this Agreement ("Sports
Facilities Fund").
n. Collection of Revenues. St. Croix will be responsible for the collection of all revenue.
"Revenue" is defined as the total amount received by St. Croix or any other person or
entity operating on St. Croix's behalf from third parties, directly or indirectly arising
out, or the connected with and on behalf of the facility, including without limitation
rental fees, use fees, concession sales, transactions for cash, less applicable taxes and
except for contributions, interest earnings or other Revenues that may be collected by
the City from time to time. All Revenues generated by the use of the Facilities and
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collected by St. Croix will be deposited by St. Croix in a designated depository within
twenty-four (24) hours of receipt. The City will also deposit any Revenues it may
collect from time to time related to the Facilities in the appropriate depository. The
City is authorized at any time to obtain information and records from St. Croix
concerning proof of payment and verify and inspect any records.
o. Disbursements. The City will make disbursements from the Sports Facilities Fund to
pay budgeted operating expenses. Any authorized expense incurred by the City or by
St. Croix must be disbursed by the City from the Fund. St. Croix must use a
purchasing system approved by the City and similar to the purchasing system
established for other City funds.
p. Meetings. St. Croix must, upon ten (10) days written notice, attend meetings held by
the City of Stillwater Parks and Recreation Commission for the purpose of providing
reports on the operations of the Facilities and/or to discuss issues or problems
concerning the operations of the Facilities. Attendance at meetings held by the City
Council will also be required, upon ten (10) days written notice, for discussion of
issues or problems that may require such meetings.
2.02. City's Responsibilities:
a. Operming Hours. Determine the operating hours and rate schedule of the Facilities
and its various components in consultation with St. Croix.
b. Trash Removal. Haul trash from the site, provided trash is placed in dumpsters
provided by the City.
c. Snow Removal. Plow snow from parking lot areas to be used by visitors to the
Facilities and St. Croix staff.
d. Maintenance. Maintain all outdoor areas of the Facilities unless specifically listed as
a St. Croix responsibility.
e. Marketing. Assist St. Croix when possible in its promotion and marketing efforts.
f. ree Approval. Approve all fees to be charged by St. Croix, including "mark-up" for
resale items such as sports equipment and food and beverages.
g. Bond Payments. Make all debt service payments in connection with the Tax exempt
Revenue Bonds used to construct the project and all related accounting and legal
services associated with this bond issuance. It is understood that the debt service
payments are to be made from Revenues generated by the Facilities, to the extent
available.
h. Budget. Approve and/or amend the annual budget and work program as specified
in Section 3.01.
Section 3. Budget and Revenue Reports
3.01 The City, in consultation with St. Croix, will develop an estimated Revenue and
Expense Budget for the period beginning January 1, 2019 and ending December 31,
2019. The budget will be used as a tool for the effective management of the Facilities
and for evaluating the results of operations. The City and St. Croix will use their best
efforts to ensure the effective management of Revenues and expenses related to the
Facilities.
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3.02 The proposed budget must be reviewed by St. Croix within thirty (30) days after
submission. Upon approval by St. Croix, which approval will not be unreasonably
withheld, the proposed annual budget will become the final budget for the period until
December 31, 2019.
3.03 St. Croix and the City may revise the Budget at any time by mutual written agreement.
3.04 Within fifteen (15) days after the end of each calendar month and within forty-five (45)
days after the end of the Contract Year, St. Croix must deliver to the City a true and
correct statement certified as true and correct by an officer of St. Croix, of all Revenues
of the preceding calendar month and Contract Year, as the case may be, together with
any reasonable supporting documentation requested by the City.
3.05 St. Croix must deliver to the City on a daily basis a copy of the deposit made for that
day and a revenue report by type of Revenue, including dollar amount and purchaser
that reconciles to the daily deposit. Revenue reports for Saturday and Sunday deposits
will be delivered to the City on the next business day.
Section 4. The Management Fee, Additional Fees
4.01 St. Croix will be paid a fee equal to five percent (5%) of the gross revenues
("Management Fee"), not to exceed a total fee of thirty-five thousand and no/100 dollars
($35,000.00) for providing management services. The fee will be paid as follows:
The fees will be paid at the rate of two thousand nine hundred sixteen and no/100 dollars
($2,916.00) per month thereafter to the end of the Agreement. The final payment will
be adjusted, if necessary, so that the total fees do not exceed the lessor of five percent
(5%) of the gross revenues or thirty-five thousand and no/100 dollars ($35,000.00). If
after the adjustment the fees paid to St. Croix exceed five percent (5%) of the gross
revenues or thirty-five thousand and no/100 dollars ($35,000.00), St. Croix must rebate
to the City the amount overpaid. St. Croix will pay any rebate due to the City no later
than thirty (30) days after the expiration of this Agreement. In the event of
underpayment, any amount due to St. Croix will be paid no later than thirty (30) days
after the expiration of this agreement.
4.02 The Management Fee is based upon an evaluation of the responsibilities of each party
under existing circumstances. In the event of a substantial change in responsibilities
based upon changed circumstances, the parties agree to meet and confer with regard to a
modification of the Management Fee that is commensurate with the changed
responsibilities.
Section 5. Pavment of Management Fees Personal Services & Operating Expenses
5.01 From the Sports Facility Fund, the City will pay the Management Fee on the first business
day of each month for the preceding month and will pay the Personal Services Expenses,
as defined in attached Exhibit B as developed pursuant to Paragraph 3.01 above, as they
are incurred in the ordinary course of business and within twenty (20) days after receipt
of a Personal Service Expense invoice from St. Croix. Those portions of the Operating
Expenses that will remain the responsibility of the City and will be paid directly by the
City are defined on Exhibit C as developed pursuant to Paragraph 3.01 above.
5.02 In the event that the Sports Facility Fund is insufficient to cover the Operating Expenses
and the Management Fee due and payable during a month, the Deficiency will be paid
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by the City.
5.03 Representatives of St. Croix's management and the City must meet not later than the
twentieth (20th) day of each calendar month to review revenues and operating expenses
for the prior calendar month.
ARTICLE II
CONCESSIONS
Section 6. Operations
6.01 St. Croix will cause the Concessions to be operated and conducted so that all persons
who patronize the Facility will always be promptly and satisfactorily served. All foods
and beverages sold must always be of the highest standard of quality and purity, must be
stored and handled at all times consistent with excellent standards of sanitation,
preservation and purity, must always be well prepared and satisfactorily served and must
always conform to the requirements of all applicable federal, state and municipal laws,
statutes, ordinances and regulation. No imitation, adulterated or misbranded commodities
may be stored, displayed or sold by St. Croix or any employees or contractors.
6.02 The City and St. Croix acknowledge that it is not always feasible to operate all the
Concessions on a daily basis. Periodically, the City and St. Croix will confer in an effort
to agree upon the nature and scope of operation, which is consistent with their respective
interests. St. Croix will provide reasonable and adequate service consistent with the
activities at the location for each event.
6.03 The City reserves the right to contract with others to provide all or part of the concessions,
and before doing so the City will meet and confer with St. Croix with regard to the nature
and scope of the contract in an effort to insure that the contract is consistent with their
respective interests.
Section 7. Capital Improvements Equipment Repair and Maintenance
7.01 It may be desirable to consider additional capital improvements ("Additional Capital
Improvements") and the purchase of additional equipment ("Additional Equipment") for
the Premises. At any time St. Croix or the City may request a meeting to confer to
consider the advisability of any Additional Capital Improvements and Additional
Equipment. No purchases of Additional Capital Improvements or Additional
Equipment may be undertaken without the prior written agreement of the City.
7.02 St. Croix must maintain and repair the Equipment, the Additional Equipment, and
replacements thereof, the Additional Capital Improvements and replacements thereof in
accordance with the Budget and all manufacturers' warranty and preventive
maintenance requirements, and the cost thereof.
7.03 The City, at its expense and not as an Operating Expense, must replace all Equipment,
Additional Equipment, Additional Capital Improvements, and replacements, using
prudent business judgment giving due effect to the nature, age, obsolescence and
imminent obsolescence of such assets.
7.04 St. Croix will be responsible for the ordinary housekeeping and cleaning of the Facility
and the Equipment, Additional Equipment and Additional Capital Improvements.
ARTICLE III
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GENERAL TERMS AND CONDITIONS
Section 8. Representation of the City
8.01 The City represents and warrants to St. Croix as an inducement to St. Croix entering
into this Agreement, that it is the City's intent that the Facility will be permitted to be
open to the paying public in a manner consistent with industry practices.
Section 9. Standard of Operation
9.01 St. Croix represents and warrants to the City that it will maintain an efficient and high
quality operation at the Facility comparable to other locations containing facilities
similar to those of the Facilities.
Section 10. Accountine Records Reports and Practices
10.01 St. Croix must maintain accounting records relating to the Facilities using accounting
practices in accordance with generally accepted accounting principles consistently
applied.
10.02 St. Croix must establish internal financial control policies and practices which are in
accordance with generally accepted standards in the industry and reasonably acceptable
to the City.
10.03 The City will have unlimited access to all accounting records and supporting
documentation of St. Croix relating to the Facility during the term of this Agreement
and for a period of three (3) years thereafter. The right to access will be exercised in a
reasonable manner.
Section 11. Default, Right to Cure, Consent to Jurisdiction and Waiver of Jury Trial
11.01 It will be an event of default ("Event of Default") hereunder if either party hereto fails
to pay or deposit sums due by one party to the other within seven (7) days after written
notice by the other of such failure, or
a. Fails to perform or comply with any other obligation of such party hereunder within
thirty (30) days after written notice by the other of such failure (which notice will
specify, in sufficient detail, the specific circumstances so as to give the defaulting
party adequate notice and the opportunity to cure the same); provided however, that
if the default is of a nature that it cannot be cured within thirty (30) days, then the
defaulting party will not be deemed in default hereunder if it commences to cure the
default within ten (10) days after the effective date of the notice of such default and
diligently process to cure such default within ninety (90) days after the effective date
of notice.
11.02 The parties agree that it is in their best interests to resolve any disputes or defaults, and,
accordingly, agree, that prior to the exercise of any remedy granted hereunder, at law or
in equity, upon an Event of Default, the parties will, in good faith, consider alternative
dispute resolution procedures, including, without limitation, arbitration and mediation.
The party who wishes to exercise its remedies will notify the other party thereof, which
notice will specify the alternative dispute resolution mechanism that the exercising party
wishes to employ (the "Exercise Notice"). The parties will attempt in good faith to resolve
the default by the alternative dispute resolution mechanism to which they agree,
(including, without limitation, the binding nature of any such alternative dispute
resolution proceeding); provided however that if no such resolution has been achieved
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within ninety (90) days after the effective date of the Exercise Notice, the exercising
party may proceed to exercise its other remedies, including, without limitation, termination
of this Agreement.
11.03 The parties and each of them hereby irrevocably submits to the jurisdiction of Washington
County Minnesota District Court over any action or proceeding arising out of or relating
to this Agreement any other document evidencing the transaction contemplated by this
Agreement.
Section 12. Insurance
12.01 In connection with the employment of its employees, St. Croix will pay all applicable
social security, re-employment, workers' compensation or other employment taxes or
contributions of insurance, and will comply with all federal and state laws and regulations
relating to employment generally, minimum wages, social security, re-employment
insurance and worker's compensation. St. Croix will indemnify and hold harmless the City
from all costs, expenses, claims or damages resulting from any failure of St. Croix to
comply with this Section 12.01.
12.02 The City will procure and maintain a General Comprehensive Liability policy covering
operations of the City at the facility and will name St. Croix as an additional insured on
this policy with a combined single limit of the City's legal tort liability Limit as set by
the Statutes of Minnesota.
12.03 City must procure all Risk Property Insurance for the completed value of the Facility to
cover the Facility including St. Croix's use, occupancy and operation of the Facility
against the perils of fire and other perils normally covered by an All Risk policy. The
City must be named insured on the property insurance. The City and St. Croix agree to
waive all rights against each other, and each other's subsidiaries, affiliates, agents and
employees, for damages covered by the property insurance.
Section 13. Indemnity
13.01 St. Croix agrees to indemnify, hold harmless, protect, and defend City or City's agents,
representatives and any affiliated or related entities against any and all claims, loss,
liability, damages, costs and expenses, including reasonable attorney's fees, that are
alleged to have occurred as a result of or due to the breach of contract, negligence or
willful misconduct of St. Croix, its agents, consultants, subcontractors, employees or
representative, to the extent that such claim, loss, liability, damage, cost or expense is
alleged to have been caused by St. Croix, its agents, consultants, subcontractors,
employees or representative. St. Croix hereby waives any claims it may, now or in the
future, have against City, which claims are or should have been covered by the insurance
specified in this Agreement. By this indemnity, which is not intended to be the
procurement of insurance, the City in no way knowingly or intentionally waives its
"maximum liability" as specified in Minn. Stat. §466.04.
Section 14. Damage to and Destruction of the Location
14.01 If all or part of the Location is rendered untenantable by damage from fire and other
casualty which, in the reasonable opinion of the City,
a. Can be substantially repaired under applicable laws and governmental regulations
within three hundred sixty-five (365) days from the date of such casualty (employing
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normal construction methods without overtime or other premium), the City will
forthwith at its own expense repair damage other than damage to its improvements,
furniture, chattels or trade fixtures. During the period during which the Facility or
any part thereof remains untenantable until the Facility resumes full operation.
i. The Management Fee must be reduced accordingly, and St. Croix and the City
must jointly decide on an operating budget for the duration of the repair period
and jointly determine whether to retain personnel during the repair period, and
ii. Subject to applicable law, the term of the Agreement will be extended by the
amount of time in which the Facilities are closed to the general public due to the
damage.
b. Cannot be substantially repaired under applicable laws and governmental regulations
with three hundred sixty-five (365) days from the date of such casualty (employing
normal construction methods without overtime or other premium), then the City must
notify St. Croix thereof. In such case, either the City or St. Croix may elect to
terminate this Agreement as of the date of the casualty by written notice delivered to
the other.
Section 15. Employees
15.01 All persons engaged at the Facility in operating any of the services hereunder are the
sole and exclusive employees of St. Croix and must be paid by St. Croix. In connection
with the employment of its employees, St. Croix will pay all applicable social security,
reemployment insurance, workers' compensation or other employment taxes or
contributions to insurance plans, and retirement benefits, and must comply with all
federal and state laws and regulations relating to employment generally, minimum
wages, social security, re-employment insurance and worker's compensation, and will
defend, indemnify and save the City harmless from any responsibility therefore. St.
Croix must comply with all applicable laws, ordinances and regulations including,
without limitation, those pertaining to human rights and nondiscrimination set forth in
Minn. Stat. §181.59, Minn. Stat. Ch. 363 and the Stillwater City Code as the same may
be amended from time to time, all of which are incorporated herein by reference.
Notwithstanding any provision of this Agreement to the contrary, this Agreement may
be canceled or terminated by the City for a violation of this paragraph, in addition to
the penalty provisions which may be invoked by the City pursuant to the above cited
statutes and ordinances.
15.02 St. Croix will employ trained and neatly dressed employees and the employees must
conduct themselves at all times in a proper and respectful manner. Any dismissal must
be in accordance with applicable federal, state or local laws which may be in effect,
and St. Croix will defend, indemnify and save the City harmless from any claim, cause
of action, expense (including attorneys' fees), loss, cost or damage of any kind or nature
arising there from, except in the case of express written direction from the City.
Section 16. Nonwaiver
16.01 The failure of either party at any time to enforce a provision of this Agreement will in
no way constitute a waiver of the provision, nor in any way affect the validity of this
Agreement or any part hereof, or the right of the party thereafter to enforce each and
every provision hereof.
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Section 17. Amendment
17.01 The parties may amend this Agreement only by written agreement executed by the
parties.
Section 18. Choice of Law
18.01 The laws of the State of Minnesota will govern the rights and obligations of the parties
under this Agreement.
Section 19. Severahiliq
19.01 Any provision of this Agreement decreed invalid by a court competent jurisdiction will
not invalidate the remaining provisions of this Agreement.
Section 20. Notices
20.01 Any notice required herein will be in writing and will be deemed effective and received
(a) upon personal delivery; (b) five (5) days after deposit in the United States mail,
certified mail, return receipt requested, postage prepaid; or (c) one (1) business day after
deposit with a national overnight air courier, fees prepaid, to St. Croix or City at the
following addresses:
If sent to the City: City Administrator
City of Stillwater
216 North 4th Street
Stillwater, MN 55082
If sent to St. Croix Catering: Richard Anderson
St. Croix Catering, Inc.
301 South Second Street
Stillwater, MN 55082
20.02 The City's representative to St. Croix in connection with Facility operations will be the
City Administrator or a person named by the City and Consultant shall designate the St.
Croix On -site Manager. Either party may designate an additional or another
representative or address for notices upon giving notice to the other party pursuant to this
paragraph. For the purposes of this Agreement, "business day" will mean a day which is
not a Saturday, a Sunday or a legal holiday of the United States of America.
Section 21. Force Maieure
21.01 Neither party will be obligated to perform hereunder, and neither will be deemed to be in
default, if performance is prevented by fire, earthquake, flood, act of God, riot, civil
commotion or other matter or condition of like nature, including the unavailability of
sufficient fuel or energy to operate the Location, or any law, ordinance, rule, regulation or
order of any public or military authority stemming from the existence of economic
controls, riot, hostilities, war or governmental law and regulations.
21.02 In the event of a labor dispute which results in a strike, picket or boycott affecting the
Facility or the services described in the Agreement, St. Croix will not be deemed to be in
default or to have breached any part of this Agreement.
21.03 Notwithstanding any other provision of this Agreement, in the event that the State of
Minnesota changes or terminates the statutory authority of the City for building,
operating and maintaining the Facilities, and the changes make this Agreement
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impractical or unlawful to carry out, the City has the right to terminate this Agreement.
Section 22. Integration
22.01 This Agreement and all appendices and amendments hereto embody the entire agreement
of the parties relating to the services to be provided hereunder. There are no promises,
terms, conditions or obligations other than those contained herein, and this Agreement
will supersede all previous communications, representations, or agreements, either oral
or written, between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on
the day and year first above written.
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