HomeMy WebLinkAboutParking Facility - Parking Commission Correspondence 199805,28>'99 08:49 MAGNLSON LAtu FIRM j 43€ 8910
DAVID T. MACNUSON
MAGNUSON LAW f )ILM
r iCkyskn J;N MJ,4NLsoTa ANI) WISCc>'N$IN
1.I -Tiro Audi Orrice HLiLPJNfr
W
333 NORTH IN STR65T • SUITVD 0202 - P.O. SOX 439 - STU.LWATI
TEI I,KCNE, (651) 439-9464 • Tuiccpim (651) 439.5
FACSUMLE COVER SHEET
TOTAL NUI"OBR OF PAGES INCLUDING
IT��11l�Ir
hO.142 DQ1
11
Tr�- �wffvLer r
i
If you did not receive all pages, please contact . __ � at 6511439.9464.
The information contained in this facsimile message is attorney privileged and confidential
ildbrrnation intended for the use of the individual or entity named above. If the reader of this
message isnot the intended recipient, or the employee or agent responsible to deliver it to the
intended recipient, you are hereby notified that any dissemination, distribution or copying of this
conunuaication is strictly prohibited. If you Tuve receivod this fax in error, please i=cdiaxly
notify us by telephone, and rot= the origL-W message to us at the above address via the U.S. Postal
Service. We will be responsible for postage costs.
113
05,-29/99 29/99 138:49 MAGNLSON '_RW FIRM 4 47086 i a ,10. 142 D
CITY OF STILLWATER PARKING FACILITY
OPERATING AGREEMENT
THIS CONTRACT made this day of Maya 199' by and between City of Stillwater,
here nafter referred to as the "Owner", and Imperial Parking, Inc., hereinafter referred to as
"Operator".
WITNESSETH, THAT:
WHEREAS, Owner owns surface parking lots commonly known as (1) South Main St.; and
(2) River Lot, Sti]water, MN ("Facility");
WHEREAS, Operator is engaged in the operation and management of parking facilities, ana
WHEREAS, Operator and Owner have agreed to enter into an agreement for the operation of
the Facility.
NOW THEREFORE, in consideration of the mutual covenant contained herein Vie parties
hereto agree as follows
ARTICLE I - REPRESENTATIONS
The Operator makes the following representations as the besis for the undertaking upon its
part as herein contained,
The Operator is a corporation duly organized under the laws of the State of Delaware and 's
lawfully cperating in the State of Minnesota and is a corporation in good standing and has the power
and authority to enter into this Agreement.
Operator is a corporation engaged in the operation and management of parking `acilities, and
har the knowledge, experience and capabilities to efficiently operate the Facility and serve 11r -e
customers and patrons of the Facility.
Operator represents that it will operate the Facility in accordance with the spirit and teras of th.e
Agreement ano for the purposes herein contained and for the use and convenience for the patrons,
ARTICLE II - PREMISES
The premises subject to the provisions of the Agreement is the property commonly known as:
(1) South Main St. (2) River Lot, Stillwater; Minnesota.
1
05,,29'99 08:49 P gGkLSOH LAW F':RM a 4209810 hJO. 142
ARTICLE III -PERMS
This Agreement shall commerce as of June 1, 1997 above and shall tnereatter continue for a
term of two (2) years, unless terminated in accordance with the conditions outlined in Article XVII and
XVIII of this Agreement.
ARTICLE Iii - FIGHTS AND PRIVILEGES GRANTED OPERATOR
Operator is an independent contractor and shall have the exclusive right to operate the
Facility and Owner hereby grants to Operator the exclusive right and possession and control of said
Facility as described herein. Such operation shall be pursuant to and in compliance with the terms
of the Agreement,
ARTICLE V • MANAGEMENT AND INCENTIVE
Owner shall pay Operator from the gross receipts of the operation of the Facility, a base
monthly management fee of five hundred ($5CO.00) Dollars, plus the following annual Percentage
Incentive fee in an amount equal to ten (10%) Percent of the rnonthly net receipts.
ARTICLE, VI - MANAGEMENT AND OPERATOR'S FEES
Net operating receipts will be calculated as gross revenues, received from the operation of the
Facility as reduced by the operating expenses for the Facility. Operating expenses shall include
those expenses itemized in Article XI of the Agreement, regardless of whether such expenses were
paid by Operator or paid for by Owner.
IJpcn full satisfaction of the reimbursement of Capital Costs (as outlined in Article XVI) to
Operator, Operator shall than distribute to Owner on a monthly basis. Any net operating receipts
:iue :hereunder, Operator shall submit to the Owner, by the fifteenth (15th) day of each month, the
net receipts or portion thereof for the preceding month's operation, including reimbursement of any
operating expenses which were paid for by Owner, and a verified schedule, listing gross revenues
less the operating expenses, prepared in the manner as agreed upon by the Owner. Operating
expenses shall include the base monthly management fee, in addition to those expenses identified,
however, at no time shall the Owner be required to reimburse to Operator for any monthly deficit. if
2
90
85/2e/gs 28:49 MAGNLSON LRS. FIRM i 4388818 NO.142 D84
such deficit should occur, it shall be applied against the next month's gross revenues as an
additional expense,
Receipts
The Operator shall at the close of each business day deposit to its corporate bank account all
monies collected at the Facility constituting payment for parking privileges and prepare daily reports
of the gross receipts from the Facility,
Operator shall permit personnel authorized by the Owner to audit and examine said records,
books and accounts during the regular business hours of the Operator. In the event any audit or
examination discloses any shortage, theft of parking revenues or overcharges of the Owner for
service rendered by Operator, the Operator shall immediately reimburse the Owner for such
shortage, theft or overcharge.
ARTICLE VII- O—OKKEEP'INGIADMINISTRATIVE FEE
Owner shall pay Operator from the gross receipts of the operation of the Facility, a mcnthly
bookkeeping/administrative fee of Three Hundred ($300.00) Dollars.
ARTICLE VIII « QUALITY OF OPERATION
Operator agrees to operate the Facility with energy, fidelity and diligence, and such a manner
as to produce the greatest income to the Owner and in full compliance of all the terms of the
Agreement. Operator shall render the highest possible quality of service to the customers and
Patrons of the Facility, Operator shall meet the standards of quality of operations as may be
determined by the Owner, which standards shall not be unreasonable or arbitrary.
ARTICLE IX - TITLE OF IMPROVEMENTS
Operator agrees that the Facility, and all fixed improvements made by the Operator and
Owner alike, of every nature in all trade fixtures, applances, installations, of every nature are and
shall remain the property of the Owner, ana Operator agrees to deliver to the Owner at the
termination of the Agreement possession of the premises including such buildongs and improvements
and other items listed above in good condition, reasonable wear and tear excepted, provided,
however, that Owner has first paid any amount due to Operator outlined in Article XVHl under the
"Termination Amount."
3
C5/28/99 08:49 MAGNLSON LRW F i FM y 4'08910
<0.142 P05
It is agreed that the determination of the Owner as to what items are included in this .Article
shall be final. The Operator may request such a determination prior to making any improvements to
the Facility.
ARTICLE X - OBLIGATION OF OPERATOR
The Operator agrees to operate during the period of this Agreement, all functions of the
Facility with energy, fidelity and diligence, giving to said operation at all times the benefit of the
Operator's special Knowledge and experience and applying to said operation from time to time as
may be developed all of the latest and most modern features of service and techniques of operation
and management as may be applicable thereto.
Included in the duties of the Operator shall be the following:
(A) Prepare each year and prior to the commencement of this agreement, and any extension
thereof, an annual operating expenses budget and submit the same to the Owner. Such
budget shall be in the form prescribed by the Owner..
(f3) Post accounts receivable, maintain billings, collections and accounting controls.
(C) Pirchasing of supplies, maintaining accounts payable records and inventory control.
(0) Make up payroll, file Social Security, withholding tax, sates tax, and Warker's Compensation
returns, and such other reports as may be required of Employers by Federal, State or City
governments.
(E) Audit deposits and reconcile Facility revenues.
(F) Maintain continuous audit controis of revenues and parking tickets.
(C) Prepare and submit to the Owner by the 15th day of the following month, a monthly Profit and
Loss Statement, and a verified Statement of net receipts for the pre`ricus month. The
Operator shall keep accurate and detailed records and books and accounts in a rnanner
acceptable to the Owner, The Owner shall have the right to examine and audit such records,
books and accounts at any reasonable time and as often as desired.
(H) Maintain the highest quality and standards of service and courtesy to the customers and
patrons of said public parking Facility.
(1) Tire Operator shall promptly respond to any and all written complaints of patrons within forty-
eight (48) hours of receipt of such complaint and shall deliver to t,, oe Owner a apy of such
compiaint and a copy of such writter response.
4
05-128/99 03:49 MAGNIJSON SAW FIRM 4 433881,3 NO. 142 DOE.
OPERATOR COVENANTS AND AGREES to operate the Facility for the attached staffing
schedules (Exhibit A). If at any time during the term of this Agreement, it may become necessary or
desirable for the Operator to temporarily close all or part of any of the Facility, cr if it should be
desirable to vary the hours of operation and hours of staffing from those established in the attached
schedule, the Operator shall submit to the Owner a schedule of said closing or a schedule of said
changes to the operation for its approval. Said closing or variances to the hours of operation shall
not go into effect except upon the approval of the Owner and shall continue only as long as the
Owner determines necessary.
In selecting personnel for the Facility, Operator shall adhere to the Nondiscrimination Clause
of the Agreement, and shall make every effort to hire competent personnel of good moral character
and not addicted to the use of drugs or alcohol.
Operator shall in assigning personnel to perform the various duties, ensure that its personnel
shall at all times:
(i) be competent to operate the equipment installed at the Facility for parking, parking fee
control, and maintenance.
(ii) be uniformed;
(iii) conduct themselves in a courteous and business -like manner to all patrons of the Facility,
and
Operator shall operate the Facility in accordance with the provisions contained herein and in
strict compliance of all Federal Laws, State Statutes and Municipal Ordinances and with applicable
rules and regulations of all authorities and with such rules and operating procedures that may be
promulgated from time to time by the Operator and approved by the Owner or as prorrulgated by the
Owner.
Operator shall staff and employ sufficient number of thoroughly trained employees to
effectively operate the Facility and meet the staffing schedules attached as Exhibit "X. Operator
Shall be responsible for the conduct of its employees at all times and agrees to remove any
employees whose conduct the Owner finds is not conformity with the standards set forth in this
Agreement.
The first calendar year shall commence June 1, 1997. Not less than once each calendar year
during the term of this Contract, but in any event no, later than ninety (90) days prior to the beginning
of each calendar year. Operator shall prepare and submit the Owner's approval, a budget for its
fees, payroll and payroll related expenses for the calendar year in the form of Exhib'°t "S", setting
05,'28%99 08:49 MAGNUSal UAW F I RM -� 4308813 ' C . 142 U017
forth on a monthly basis and to the extent practicable, the estimated operating expenditures of
Operator, for a period covered by the annual Budget,
RETURNS REQUIRED BY LAW
Operator shall comply with all requirements of local, state and federal laws and ordinances
regarding the employment of personnel requ!red for its performance of this Contract, including but
not limited to non-discrimination, payroll tax withholding, procurement of worker's compensation
insurance, and execution and filing punctually when due all forms, reports and rett;rrs required by
law relating to such employment.
Operator shall also comply with all requirements of local, state and federal laws and
ordinances regarding safes and use taxes and shall promptly pay all such taxes, and execution and
filing punctually when due all forms, reports and returns required by law relating to such employment.
OPERAYQR'S EXP5NSES
Operator shall be responsible for the following costs to be pa'A on its own account, and at no
time shall any of the costs listed below be charged to the operation of the Facility:
(a) Expenses of Operator's off -the -premises personnel and overhead,
Operator agrees to pay all operating expenses subject to reimbursement by the Owner, in
connection with the operation of the Facility and the entire premises described in Fvticle ?l, i,nclQding,
without limitation by reason of omission, salaries of all employees and related labor costs, genera!
repairs and maintenance costs, supplies, utilities, telephone, other operating expenses; all sales and
use taxes, permit fees, license fees and agrees to secure all such permits and licenses.
Operator agrees not to conduct or permit from or on the premises, any commercial operation
not herein otherwise authorized by the Owner,
The Operator agrees to make available to the Owner the advantage and buying resources of
its group purchasing activity so that in the purchase of cash registers, parking equipment, furniture,
supplies and other equipment and miscellaneous items any savings and benefits including trade
discounts and other concessions will inure to the benefit of the operation of the Facility.
The Operator agrees to place at the disposal of the Facility's operation, all of its Facility and
resources for the employment and training of personnel used in said operation; and also the skill and
experience of various members of its organization and employees located elsewhere, as may t:e
deemed necessary -
6
05/29/99 0-3:49 MAGNUSON LAW FIRM 4 4:308810
N0. 142 Pee
PROCEDURE
The Operator shall:
A. cause the Facility to be open and in operation during business hours established by the
Owner-,
B. nct permit any sign, billboard, poster or similar device to be erected, displayed Or mounted or)
or about the Facility without the prior written consent of the Owner; provided that the Owner
shall have the right to erect and maintain on or about the Parking Facility such signs or similar
devices as may be deemed appropriate by the Owner;
C_ not without the prior written consent of the Owner remove from the Facility any vehicle placed
therein for parking purposes by any party other than the Operator or any agent or employee of
the Operator;
D. cause all parking to be self-service, Operator shall not enter or drive vehicle parked in the
Fao'lity, Operator shall not do anything that would create a bailment,
E. not without the prior written consent of the Owner permit any vehicle to park in or Q,Qor the
Fac'T�ty without payment of the applicable parking fee, if any, established by the Owner;
F. not without the prior written consent of the Owner make any addition to or alternation of the
Fac'I'Ay (except as outlined in this Agreement), it being understood by the Operator that the
Faci!'Ay and all appurtenances presently or hereinafter located therein or thereupon are, and
shall remain the property of the Owner, and Operator shall peaceably surrender his
occupanqy of the premises upon the termination of this agreement providing all conditions of
the termination clause are satisfied-,
G. cause all ticket dispensers located in or upon the Facility to remain operational at all times,
and place an agent or employee of the Operator at the location of any non -operational ticket
dispenser to perform the function of the dispenser until such dispenser is made Operational;
H, provide such personnel and staff as may be necessary to conduct the efficient operation of the
Facility, accept revenue from users thereof and provide a smooth flow of traffic entering a-ld
exiting the Facility.
MAINTENANCE BY OPERA -TOR
A. General Maintenance: The Operator shall be responsible for the daily cleanliness and
routine maintenance of all areas within the Facility, Further, the Operator shall cause the
Facility to be cleaned or swept as needed on a regular basis, and shall take all necessary
action, to cause such Facility to remain open to traffic at all time during the operating hours.
7
'S/28i 9G C8:49 MAGNUSOH LAW FIRM 4 4308810
N0. 142 D09
g,. Sidewalks: The Operator shall not be responsible for the maintenance of the sidewalks in
and adjacent to the Facility.
C. Lighting Fixtures: The Operator shah be responsible for the operation cf all lighting systems
in the Facility and maintain such light system in proper working condition.
L. Parking Control Equipment: The Operator shall be responsible for the daily inspection,
maintenance, operation, and cleanliness of all parking control equipment Ionated in or upon Facility
including ticket dispensers, gate and gate arms, doctor loops, clocks, and cash registers. The
inspection, operation, and maintenance will include the identification of deficiencies and repair
andJar replacement of gate arms, shear pias, ribbons, and the loading of all ticket dispensers. The
cieanirg will include keeping the cabinets of the equipment dust and dirt fee and applying a
protective wax coating at least twice annually. Any damage, repainting, or other necessary repair
should be reposed to the Owner immediately_ Should a malfunction of equipment occur for which
the Operator is not trained or equipped to repair, the Operator shat: immediately contact trained
professionals to have such problem corrected and report such malfunction to the Owner.
ARTICLE Al - OBLIGATIONS OF OWNER
1)Operator shall pay, subject to reimbursement by the Owner within the limits of the approved
budget, the following operating expenses (See Article Vill) of said parking Facility,-
9
acility:• Patrolling Labor (Rate of $10 per hour plus related employment costs)
• Other Payroll (including maintenance labor)
• FICA
• unemployment Taxes
• Worker's Compensation Insurance
• Fringe Benefits for Employees
• Use Sales Taxes
Repair and Maintenance to Equipment
• Repair Barts for Equipment
• Equipment Rental
• Supplies and Materials for Cleaning and Painting
e Light bulbs and ballasts
• Uniforms
• Professional Services
• Parking Tickets and Supplies
8
05.,28/99 08:49 MAGNUSON -PW F;RN � tidFS81��3 NCS. i42 DIC
Telephone
• Utilities
Insurance Costs
2)Without limiting the Owner's obligation to pay for all Operating Expenses, the Owner will.-
(a)
ill;(a) Maintain all mechanical systeM5 in good order and working condition,-
(b)
ondition;(b) Lease payments which may come due on the Facility;
(c) Pay all real property taxes, rates, charges and assessments, and any other taxes
rates, charges or assessments levied, rated, charged or assessed against the
Parking Facility, the operation thereof, the Business, the Management Fee or the
Operating Expenses including, without limitation, any tax directed, directly or indirectly:
at the parking of motor vehicles; and
(d} make and pay for any improvements or developments required by any governmental
authority or body.
3) The Owner will indemnify and hold Impark harmless from and against any costs
(ineiuding reasonable legal costs) arising in connection with the existence of Hazardous
Substances (defined below)in or about the Parking Facility (whether or not such materials or
substances were Hazardous Substances a the time they were brought upon the Parking
Facility), except to the extent that such Hazardous Substances are brought uper, the Parking
Facility by Impark. For the purposes of tneis Agreement, "Hazardous Substances" includes
any substance considered hazardous or toxic under any law or regulation now or hereafter
brought into force by any governmental authority having jurisdiction over the Owner, Impark or
the Parking Facility. The indemnities will survive the expiration of this Agreement.
ARTICLE XII - RELATIONSHIPS
The Operator assumes all responsibility for employer-employee relationships respecting
personnel employed in the Facility, and such employees shall be deemed employees of the
Operator. It shall be the duty of the Operator to perform all functions of an employer.
Notwithstanding the provisions herein contained for payment of a managemert fee and of
compensation based upon a percentage of net receipts as herein provided, 1 is express y
understood and agreed that the Owner shall not by construed or held to be a partner, associate or
joint venture of the Operator in the conduct of Operator's business at the Facility, and that the
9
05.'28/99 08:49 MAGNU80N L -AW FIRM 3 4308810 N0.142 o11
Operator shall be at ail times have status of an independent contractor without the right or authority
to impose tort or contractual liability upon the Owner.
ARTICLE X1111- RATES AND CHARGES FOR THE PUBLIC PARKING FACILITY
The Operator shall charge the rates for the parking and other uses of the Facility as approved
by Owner based upon the written recommendations of the Operator.
The Owner shall establish the schedule of parking rates and other charges for the Facility.
Operator agrees to display parking rates for hourly parking and monthly parkers on signs
located at all entrances and exits to the Facility. In the event parking rates should be changed,
Operator agrees to make the proper alterations to said signs and institute the new rates within 72
hours upon notification from the Owner,
Operator shall not permit any parking or use of said Facility except upon the payment of the
approved rates and charges except that the Operator will not charge those persons having an
approved validation stamp and/or signature upon compliance with the provisions of the rue and
regulations approved by the Owner. Further, Owner may from tune -to -time instruct Operator as to
special parking privileges or parking arrangement for the Facility. Operator agree to accommodate
such parking arrangements as instructed by Owner.
LOSS OR THEFT OF PARKING RECEIPTS
Operator shall be solely responsible for loss or theft of parking receipts by its employees and
shall replace such parking receipts within twenty-four (24) hours after the time of such occurrence
ARTICLE XIS/ - INSURANCE
Operator will procure and maintain the following insurance coverage from insurance
companies licensed to do business in the State of Minnesota and shall, at the time of execution of
the Agreement and upon any renewal of any insurance coverage, supply adequate evidence therecf
to Owner:
a) Worker's Compensation as required by the laws of Minnescta
and Employer's Liability in the arriount of $1,000,
10
05/28/139 28/`39 09:45 MAGNUSON LAW FIRM -� 4308810
'Z. 142 912
bj Comprehensive; Personal Injury
Bodily Injury - 500;000 each occurrence
- 1,000,000 aggregated
Property Damage - 200,000 each occurrence
- 600,000 aggregate
cj Automobile - $1,000;000 combined limit for bodily
injury and property damage
d) Umbrella Liability - 2,000,000 combined per occurrence
The cast of the above insurance shall be considered an Operating Expense of the f=acility.
ARTICLE XV - DISCRIMINATION
Operator agrees that it will not discriminate by segregation or otherwise against any person or
persons because of race; creed, color, sex, age or national origin regarding employment practices or
in furrish'.ng, or by refusing to furnish, to such person or person the use of any Facility, including any
and all services, privileges, accommodations and activities provided thereby,
ARTICLE XVI CAPITAL COSTS
Operator agrees to install parking equipment; signage; and make general repairs ('Capital
Costs") to the Facility (as outlined in Schedule C) in order to develop a commercial pay parking
operation in accordance with the terms of this Agreement, Upon completion of such improvements,
operator shall provide owner with a detailed cost statement outlining the total capital costs incurred
by operator for such improvements, Further, Operator shall pay for such Capital Costs and shill' be
reimbursed for such costs through the net revenues of the Facility unt ! such tune an Operator has
received full reimbursement for such costs.
ARTICLE -XVII - TERMINATION 8X OPERATOR
In addition to all remedies available to the Operator, this Agreement shall be subject to
cancellation by the Operator should any one or more of the following events occur:
1 The issuance by any court of competent jurisdiction of a permanent injunction it any
way preventing the use of the premises and for the purposes hereinabove enumerated.
11
25/28/3S' 28:49 NAGKII-SON LAk FIRM 4 43oe3lo
N0.1142 D13
2. The breach by the Owner of any of the terms, covenants, or conditions of this
Agreement to be kept, performed and observed by the Owner, and the failure of the
Owner to remedy such breach for a period of thirty (30) days after written notice from
the Operator of the existence of such breach.
3. Mutual consent to terminate by Owner and Operator, such consent eiall be in writing
and signed by both parties.
ARTICLE XVIII - TERMINATION BY OWNER
Article III notwithstanding and in addition to all other remedies available to the Owner, this
Agreement shall be subject to cancellation by the Owner, at anytime with or without reason by giving
the Operator thirty (30) days prior written notice thereof, Provided however that prior to the effective
date of termination Owner has first paid to Operator any outstanding balance due to Operator for 'he
ron-reimbursed portion of Capital Costs (°Termlnation AmounV) as outlined in Article XVI. Provided
such applicab'.e Termination amount has been paid by Owner to Operator then on the effective clats
of termination the Owner shall have the right at once, and without further notice to Operator, to
declare this Agreement terminated and to enter upon and take full possession of all property,
records, bank accounts, assets and all Cather items connected with said parking Facility and
operations.
Further, in addition to the above termination rights of Owner, Owner may immediately
terminate the Agreement in the event Operator defaults or, any non -monetary provision of Operator's
obligation herein and Operator remains in default of such provisions for a period of at least fifteen
(115) days after notice from Owner
OPERATOR'S OBLIQATIQNS AFTER TERMINATION
Upon the expiration or cancellation of this Contract as provided above, Operator shall.
(a) Deliver to Owner, or such other person or persons designated by Owner all books and
records of the Facility and all funds in its possession belonging to Owner or received by
Operator pursuant to the terms of this Contract.
(b) Assign, transfer or convey to Owner, or to such person or persons designated by
Owner, all service contracts, equipment and personal property relating to or used in the
operation and maintenance of the Facility, except any of operators personal property
for which operator did not receive reimbursement directly or in Operator's rate
structure. Operator shall, at its cost and expense, remove all signs that it may have
,2
05/2g:99 08:49 MAGNUSON L4i FIRM 4 4308810 N10.142 P14
placed at the Facility indicating that it is the Operator of the Facility and replace and
restore any damage resulting therefrom.
(c) For a period of fifteen (1 a) days after such expiration or cancellation, make itself
available to consult with and advise Owner or other persons designated by Owner,
regarding the operation and maintenance of the Facility.
(d) Cease to have any obligations for operation or maintenance, but Operator shall comply
with the applicable provisions of the Article X and shall be entit4d to receive any and
all compensation, and for any additional time under this Article X.
(e) Shall render a full accounting to Owner and shall deliver to Owner statement outlining
in detail all Operator's fees due to Operator hereunder and shall cause all funds help
by Operator relating to the Facility to be delivered to Owner, and Owner shall pay
Operator such fees within fifteen (15) days after receipt, except as to disputed items,
which disputes shall be resolved as soon as possible by agreement, arbitration or
litigation,
No waiver by the Owner of any of the terms of the Agreement to be kept, performed and
observed by the Operator shall be construed to be or act as a waiver by the Owner of any
subsequent default on the part of the Operator.
Nothing provided in Article XVIII shall relieve the Operator of any payments of amounts due or
report pup to and including the date of said 'termination or for damages for the breach of this
Agreement.
ARTICLE XIX- RIGHT OF INSPECTION
The Owner arid its duly authorized representatives shall have at any and all times the ful! and
unrestricted right to enter the Facility for the purposes of inspecting such premises and of doing any
and all things he or they may be entitled to do under the provisions hereof.
ARTICLE XX - AwSSIGNMENTS AND SUBCONTRACTING
The privileges contained herein are personal and the Operator agrees that it sFall not assign,
cr subcontract the same or any portion thereof, without the expressed consent, in writing, of the
Owner in case of assignment or the Owner in case of subcontract the same or any portio;^ thereof,
without the expressed consent, in writing, of the Owner and any purported assignment or subcontract
in violation hereof shall be void,
ARTICLE XXI - DAMAGES TO PREMISES
1�
X5`2899 08:49 MAGNUSON LAW FIRM 4 4308910 h;O.142 D15
In the event the Facility is damaged by fire, tornado or other casualty which damages are of
said extent that the operation of the Facility cannot continue at fifty percent (50%) of capacity or
more and in the event that the Owner should elect not to repair said damage with reasonable
diligence, then either party may terminate this Agreement upon thirty (30) days written notice, ;n the
event of termination of the Agreement under this section Owner shall be ob(igated to reimburse
Operator for any applicable Vermination Amount as outlined in Article XVIII.
ARTICLE XXIII - INVALID PROVISIONS
In the event any covenant, condition or provision herein contained is held to be invalid by any
court of competent jurisdiction, the invalidity of any such covenant, condition or provision herein
contained shall constitute a material breach of this Agreement; unless the validity of any such
covenant, condition or provision does not materially prejudice either the Owner or the Operator in its
respective rights and obligations contained in the valid covenants, conditions or provisions of this
Agreement.
ARTICLE XXIII- GENERAL PROVISIONS
!Notices provided for in this agreement shall be sufficient if sent by registered mail, postage
prepaid, addressed to Owner at:
City of Stillwater
Mr, Stephen Fussell
216 N Forth St_
Stillwater, MN 55082
and notices to the Operator, if sent by registered mail, postage prepaid address to:
Imperial Parking, Inc
50 South Sixth Street, Suite 7,115
Minneapolis, Mn 55402
or such ether respective address as the parties may designate to each other from time to time in
writing.
The Operator represents that it has carefully inspected the Facility and reviewed the terms
and conditions and agrees to faithfully comply with the Same to the extent to which said terms and
conditions apply to its activities as authorized and requested by this instrumert.
is,
05/28/99 08:45 MA6NUSON LAID FIRM 4 4306610 NO.142 916
IN WITLESS WHEREOF, the parties have caused this AGREEMENT to be executed by their
duly authorized officers and their respective seals to be hereunto affixed on the day of
October, 1696,
IN TESTIMONY WHEREOF, witness the signatures of the parties hereto, this day and year
immediately above written,
WITNESS:
WITLESS:
IMPERIAL PARKING, INC.
BY:
TITLE:
CITY OF STILLWATER
BY:
TITLE:
15
05r28%99 LG:49 MAG4jSON LAW FIRM --) 4308810 NO. 142 917
PATROLS
MAINTENANCE
EXHIBIT A
STILLWATER PARKING LOTS
STAFFINGIPATROLLING SCHEDULE
Sunday -Saturday.
Sunday -Saturday
a a.m. -1 C p. m.
as necessary
05%281`99 08:48 MAG�,LSON LRIW FIRM -� 4308810
SCHEDULE B
STILLWATER PARKING LOTS
OPERATING BUDGIFFT
611/97-10131197
REVENUES-
Daily/Transient Parking
$123,826
Less Sales Tax (6.5°x6)
{ 7 558
$116,270
OPERATING EXPENSES:
Accounting & Bookkeeping
1,500
Advertising & Promotion
1,200
Auto Expense
1,500
Insurance -Property & Liability
3,100
Labor (Attendants, Maintenance)
22,260
Maintenance Supplies
1,100
Management Fee -Base
2,500
Miscellaneous Expense
1,400
Office Supplies
375
Parking Supplies & Tickets
1,200
Payroll Expense
6,010
Repairs & Maintenance -General
1,900
Telephone -Cellular
500
Uniform/Cleaning
600
Utilities
1,000
TOTAL EXPENSES
46,140
($46,145)
NET OPERATING INCOME 70125
NO. 142 D18
0SA'2Si?S 05:49 MA&ALSON LPb, FIRM f 4 4308510
SCHEDULE C
STILLWATER PARKING LOTS
SCHEDULE OF ESTIMATED CAPITAL COSTS
1) SOUTH MAIN STREET LOT
IPay & Display Fee Ccllectlon System -Model 400 5,500
gModei 400 Repair Kit 475
9Installation +650
,� Electrical 1,700
OSignage & Installation 1,650
4Parking Repairs 1,250
SUB TOTAL 11,225
2) RIVER LOT
Day & Display Fee Collection System Model 400 5,500
OModel 440 Repair Kit 475
9Installation 650
4Electrical 1,7CO
ISignage & Installation 1,650
'Parking Repairs 750
SUBTOTAL 10,725
3) DOWNTOWN SIGNAGE 41000
TOTAL ESTIMATE $25.95C
NO. 142 P19