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HomeMy WebLinkAboutCity of Stillwater Parking Facility Operating Agreement 1998 DTPC CommissionCITY OF STILLWATER PARKING FACILITY OPERATING AGREEMENT THIS CONTRACT made this day of June, 1999 by and between CITY OF STILLWATER, hereinafter referred to as the "Owner", and IMPERIAL PARKING, INC., hereinafter referred to as "Operator". II S©u mi.64ki^ it ISIvt0...* WHEREAS, Owner owns a surface parking l ommonly known as the Water Street Parking 7 Lot, Stillwater, Minnesota as described in Article 2 of this Agreement ("FacAy"). vn` (3j 0Li .. WHEREAS, Operator is engaged in the operation and management of parking facilities; and j„ WHEREAS, Operator and Owner have agreed to enter into an agreement for the operation '4.4g. of the Facility. NOW THEREFORE, in consideration of the mutual promises contained herein the hereto agree as follows: Article 1 — Representations 1.1 The Operator is a corporation duly organized under the laws of the State of Delaware and is lawfully operating in the State of Minnesota and is a corporation in good standing and has the power and authority to enter into this Agreement. WITNESSETH 1.2 Operator is a corporation engaged in the operation and management of parking facilities, and has the knowledge, experience and capabilities to efficiently operate the Facility and serve the customers and patrons of the Facility. Article 2 — Premises 2.1 The premises, subject to the provisions of the Agreement, is the property commonly known as: the Water Street Parking Lot that is bounded by the BNSF Railroad right-of-way on the east, Mulberry Street on the north, Water Street on the west and on the south by an easterly projection of north line of vacated Commercial Avenue. Article 3 — Terms 3.1 This Agreement will commence as of June 6, 1999 above and continue for a term of ( 3 ) years, unless terminated in accordance with Article 18 and Article 19 of this greement. V evf74M- Lee/ Article 4 — Rights and Privileges Granted Operator 4.1 Operator is an independent contractor and will have the exclusive right to operate the Facility. Owner hereby grants to Operator the right to manage and control the premises in compliance with the terms of the Agreement. Article 5 — Management and Incentive 5.1 Owner will pay Operator fi oin the gross receipts for the operation of the Facility, a base monthly management fee of fo p ' Dollars $ , plus an annual percentage incentive fee in an amotn, t of ten percent (-10%Y o t e monthly net receipts. Article 6 — Management and Operator's Fees 6.1 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 will include those expenses itemized in Article 12 of the Agreement, whether the expenses were paid by Operator or by Owner. 6.2 Upon full satisfaction of the reimbursement of Capital Costs (as outlined in Article 16) to Operator, Operator will then distribute to Owner on a monthly basis, any net operating receipts due hereunder. Operator must 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 by Owner, and a verified schedule, listing gross revenues less the operating expenses, prepared in a format agreed upon by the Owner. Operating expenses will include the base monthly management fee, in addition to those expenses identified in Article 12. At no time will the Owner be required to reimburse to Operator for any monthly deficit. If a deficit should occur, it will be applied against the next month's gross revenues as an additional expense. 6.3 Receipts 6.3.1. The Operator must, at the close of each business day, deposit to its corporate bank account all monies collected at the Facility as payment for parking privileges and prepare daily reports of the gross receipts from the Facility. 6.3.2. Operator will permit personnel authorized by the Owner to audit and examine the records, books and accounts for the facility 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 will immediately reimburse the Owner, Article 7 ookkee mon Owne eepi must g/admini dministrative Fee ay Operor f at - fee of m the ross r 2 ceipts the operatio Dollars of th Fa y a Article— Quality of Operation 8.1 Operator agrees to operate the Facility with energy, fidelity and diligence, and the a manner as to produce the greatest income to the Owner and in full compliance of all the terms of the Agreement. Operator will render the highest possible quality of service to the customers and patrons of the Facility. Operator will meet the reasonable standards of quality of operations as may be determined by the Owner. ArticleA' — Title of Improvements 9.1 Operator agrees that the Facility, and all fixed improvements made by the Operator and Owner alike, of every nature and all trade fixtures, appliances and installations ("Improvements") will remain the property of the Owner, and Operator agrees to deliver to the Owner at the termination of the Agreement possession of the premises including Improvements, reasonable wear and tear excepted, provided, however, that Owner has first paid any amount due to Operator outlined in Article 19 under the "Termination Amount." 9.2 The determination of the Owner of title to any Improvements will be final. The Operator may request a determination prior to making any Improvements to the Facility. Article 1-- Obligations of Operator 1.1 The Operator will have the following obligations: y iy. 1.1. Prepare a budget each year and prior to the commencement of this Agreement, and submit the budget to the Owner. The budget will be in a form prescribed by the Owner attached as Exhibit "A". \,/[ 10.1.2. Post accounts receivable, maintain billings, collections and accounting controls, in a format and on a schedule approved by the Owner. 10.1.3. Purchase supplies and maintain accounts payable records and inventory control, in a format approved by the Owner. 10.1.4. Pay employees, file Social Security payments, withholding tax deposits, sales tax deposits, file worker's compensation returns, and any other reports required of employers by Federal, State and city governments. 10.1.5. Audit deposits and reconcile Facility revenues. 10.1.6. Maintain continuous audit controls of revenues and parking tickets. 10.1.7. Prepare and submit to the Owner by the 15th day of the following month, a monthly Profit and Loss Statement, and verified Statement of net receipts for the previous month. 3 9 (. Lo /. V 10.1.8. The Operator must promptly respond to any and all written complaints of patrons within forty-eight (48) hours of receipt of the complaint and deliver to the Owner a copy of the complaint and a copy of the written response. 10,1.9. The Operator will submit to the Owner a schedule of Operator hours for its approval. The hours of operation will not go into effect except as approved by the Owner..EXh, 4, r- 10.1.10. In selecting personnel for the Facility, Operator must adhere to the Nondiscrimination Clause of the Agreement, and must make every effort to hire competent personnel of good moral character and not addicted to the use of drugs or alcohol. 10.1.11. Operator will operate the Facility in accordance with the provisions in strict compliance of all federal laws, state statutes and municipal ordinances. 10.1.12. Operator will hire a staff and employees in a sufficient number to effectively operate the Facility and meet the staffing schedules attached as Exhibit "B". 10.1.13. Operator will be responsible for the expenses of Operator's off -the - premises personnel and overhead to be paid on its own account, and at no time may any of these costs be charged to the operation of the Facility. 10.1.14. Operator may not conduct or permit from or on the premises, any commercial operation not authorized by the Owner. 10.1.15. The Operator agrees to make available to the Owner the advantage and buying resources of its group purchasing activity for the purchase of cash registers, parking equipment, furniture, supplies and other equipment needed for the operation of the Facility. 10.1.16. The Operator will keep the Facility open and in operation during business hours established by the Owner. 10.1.17. The Operator will not permit any sign, billboard, poster or similar device to be erected, displayed or mounted on or about the facility without the prior written consent of the Owner. 10.1.18. The Operator will not, without the prior written consent of the Owner, remove any parked vehicle from the Facility, other than the Operator or any agent or employee of the Operator. 10.1.19. All parking must be self-service. Operator may not enter or drive any vehicle parked in the Facility, nor do anything that would create a bailment. 10.1.20. The Operator will not, without the prior written consent of the Owner, permit any vehicle to park in the Facility without payment of the parking fee established by the Owner. 4 10.1.21. The Operator will not, without the prior written consent of the Owner, make any addition to or alternation of the Facility, except as outlined in this Agreement. 10.1.22. All ticket dispensers located in or upon the Facility must remain operational at all times, or 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 the dispenser is made operational. Article 11 — Maintenance. 11.1 The Operator is responsible for the daily cleanliness and routine maintenance of all areas within the Facility. 11.2 The Operator is not responsible for the maintenance of the sidewalks in and adjacent to the Facility. 11.3 The Operator is responsible for the operation of lighting systems in the Facility and must maintain the lighting system in proper working condition. 11.4 The Operator is responsible for the daily inspection, maintenance, operation, and cleanliness of all parking control equipment located in or upon the Facility including ticket dispensers, gate and gate arms, doctor loops, clocks, and cash registers. The cleaning will include keeping the cabinets of the equipment dust and dirt free and applying a protective wax coating at least twice annually. Any damage, repainting, or other necessary repair should be reported to the Owner immediately. Should a malfunction of equipment occur for which the Operator is not trained or equipped to repair, the Operator will immediately contact trained professional to have the problem corrected and report the malfunction to the Owner. 1l Art,icle-i'l- = Obligations of Owner )'2 1 Owner will reimburse the Operator for the following budgeted operating expenses: 12.1.1. 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; (� 12.1.2. Use Sales Taxes; 12.1.3. Repair and Maintenance to Equipment; Repair Parts for Equipment; Equipment Rental; Supplies and Materials for Cleaning and Painting; Light Bulbs and Ballasts; 12.1.4. Uniforms; 12.1.5. Professional Services; 12.1.6. Parking Tickets and Supplies; 5 12.1.7. Telephone; Utilities; 12.1.8. Insurance Costs; 12.1.9. Maintain all mechanical systems in good order and working condition; 12.1.10. Lease payments which may come due on the Facility; 12.1.11. Pay all real property taxes and assessments and any other taxes, rates, charges or assessments levied, charged or assessed against the Facility including, without limitation, any tax directed, directly or indirectly, at the parking of motor vehicles; 12.1.12. Make and pay for any improvements required by any governmental authority or body; and 12.1.13. The Owner will indemnify and hold Operator harmless from and against any costs (including reasonable legal costs) arising in connection with the existence of Hazardous Substances (defined below) in or about the Facility (whether or not the materials or substances were Hazardous Substances at the time they were brought upon the Facility), except to the extent that the Hazardous Substances are brought upon the Facility by Operator. For the purposes of this 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, Operator or the Facility. The indemnities will survive the expiration of this Agreement. Article 13 — Relationships 13.1 The Operator assumes all responsibility for employer -employee relationships for personnel employed in the Facility, and the employees will be deemed employees of the Operator. 13.2 The Owner will not be 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 Operator will at all times have the status of an independent contractor without he right or authority to impose tort or contractual liability upon the Owner. Article 14 — Rates and Charges for the Facility 14.1 The Operator will charges the rates for the parking and other uses of the Facility as approved by Owner based upon the written recommendations of the Operator. 14.2 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 are changed, Operator agrees to make the proper alterations to the signs and institute the new rates within seventy- two (72) hours upon notification from the Owner. 14.3 Operator will not permit any parking or use of the Facility except upon the payment of the approved rates and charges except that the Operator will not charge those persons having an 6 approved validation stamp and/or signature upon compliance with the provisions of the rules and regulations approved by the Owner. Further, Owner may from time -to -time instruct Operator as to special parking privileges or parking arrangement for the Facility. Operator agrees to accommodate parking arrangements as instructed by Owner. 14.4 Operator is solely responsible for loss or theft of parking receipts by its employees and must replace the parking receipts within twenty-four (24) hours after a loss or theft. Article 15 — Insurance 15.1 Operator will procure and maintain the following insurance coverage from insurance companies licensed to do business in the State of Minnesota and will, at the time of execution of the Agreement and upon any renewal of any insurance coverage, supply adequate evidence thereof to Owner: 15.1.1. Worker's Compensation as required by the laws of Minnesota and Employer's Liability in the amount of $1,000; 15.1.2. Comprehensive; Personal Injury: Bodily Injury Property Damage 15.1.3. Automobile 15.1.4. Umbrella Liability 500,000 each occurrence 1,000,00 aggregate 200,000 each occurrence 600,000 aggregate $1,000,000 combined limit for bodily injury and property damage $2,000,000 combined per occurrence The cost of the above insurance will be considered an Operating Expense of the Facility. Article 16 — Discrimination 16.1 Operator agrees that it will not discriminate against any person or persons because of race, creed, color, sex, age or national origin regarding employment practices or in furnishing, or by refusing to furnish, to a person the use of the Facility, including any and all services, privileges, accommodations and activities provided thereby. Article 17 — Capital Costs 17.1 Operator agrees to install parking equipment, signage, and make general repairs ("Capital Costs") to the Facility (as outlined in Exhibit C) in order to develop a commercial pay parking operation in accordance with the terms of this Agreement. Upon completion of the Improvements, Operator will provide Owner with a detailed costs statement for the Capital Costs incurred by Operator for making the Improvements. Further, Operator will pay for the Capital Costs 7 and will be reimbursed for the costs through the net revenues of the Facility until Operator has received full reimbursement for the costs. Article 18 — Termination by Operator 18.1 In addition to all remedies available to the Operator, this Agreement will be subject to cancellation by the Operator should any one or more of the following occur: 18.2 The issuance by any court of competent jurisdiction of a permanent injunction in any way preventing the use of the premises and for the purposes hereinabove enumerated. 18.3 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 a breach for a period of thirty (30) days after written notice from the Operator of the existence of a breach. 18.4 Mutual consent to terminate by Owner and Operator will be in writing and signed by both parties. Article 19 — Termination by Owner 19.1 In addition to all other remedies available to the Owner, this Agreement is subject to cancellation by the Owner, at any time 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 paid to Operator any outstanding balance due to Operator for the non -reimbursed portion of Capital Costs ("Termination Amount"). On the effective date of the termination the Owner has 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 other times connected with the Facility. 19.2 In addition to the above termination rights of Owner, Owner may immediately terminate the Agreement in the event Operator defaults on any non -monetary provision of Operator's obligation herein and Operator remains in default of the provisions for a period of at least fifteen (15) days after written notice from Owner. will: 19.3 Upon the expiration or cancellation of this Agreement as provided above, Operator 19.3.1. Deliver to Owner, or anyone 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 Agreement. 19.3.2. Assign, transfer or convey to Owner, or anyone 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 Operator's personal property for which Operator did not receive reimbursement directly or in Operator's rate structure. Operator must, at its 8 costs and expense, remove all signs that it may have placed at the Facility indicating that it is the Operator of the Facility and replace and restore any damage resulting therefrom. 19.3.3. For a period of fifteen (15) days after expiration or cancellation, make itself available to consult with the advise Owner or anyone designated by Owner, regarding the operation and maintenance of the Facility. 19.3.4. Cease to have any obligations for operation or maintenance, but Operator must comply with the applicable provisions of Section 19.3.3 and is entitled to receive compensation for any additional time rendered pursuant to Section 19.3.3. 19.3.5. Render a full accounting to Owner and deliver to Owner a statement outlining in detail all Operator's fees due to Operator hereunder and deliver all funds held by Operator relating to the Facility to Owner. Owner will pay Operator sums due within fifteen (15) days after receipt of the accounting, except as to disputed items, which disputes must be resolved by agreement or arbitration. Article 20 — Right of Inspection 20.1 The Owner and its duly authorized representatives will have at any and all times the full and unrestricted right to enter the Facility for the purposes of inspecting the premises. Article 21 — Assignments and Subcontracting 21.1 Operator agrees that it will not assign, or subcontract the same or any portion thereof, without the expressed consent, in writing, of the Owner. Article 22 — Damages to Premises 22.1 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 the damage with reasonable diligence, either party may terminate this Agreement upon thirty (30) days written notice. In the event of termination of the Agreement under this Section 22.1, Owner will be obligated to reimburse Operator for any applicable Termination Amount. Article 23 — General Provisions 23.1 Notices provided for in this Agreement will be sufficient if sent by registered mail, postage prepaid, addressed as follows: If to Owner: City of Stillwater Mr. Stephen Russell 216 N. Fourth Street Stillwater, MN 55082 9 If to Operator: Imperial Parking, Inc. 60 South Sixth Street, Suite 715 Minneapolis, MN 55402 or the other respective address as the parties may designate to each other from time to time in writing. IN WITNESS 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 and year first above written IMPERIAL PARKING, INC. By: Its: CITY OF STILLWATER By: Its: 10 06/08/99 14:14 FAX 3414442 IMPERIAL PARKING 003 REVENUE CITY OF STILLWATER 1999 m4At — Ociat /-7/ 7f1 South Main Lot 74,000 River Lot 38,000 UBC Lot 6,000 Second & Olive Lot 13,400 Maple Island Lot 29,230 Water Street Lot 19.300 TOTAL REVENUE $179,930 EXPENSES Labor 35,453 Repair & Maintenance 4,000 Automobile 1,500 Insurance 6,283 Uniforms 750 Telephone 500 Supplies 2,500 Accounting 2,250 Bank Fees 475 Base Management Fee 2.250 TOTAL EXPENSES Less: Incentive Management Fee NET INCOME (55,961) (12,397) $111,572 (;t STI LLWATER PROPOSED LABOR SCHEDULE 1999 SEASON Monday — A-r' p,„r 7:30 — 9:00 . . 1 0:001e-8: 00'P^ 4:OO O:00pa" Saturday r� 7:304-' 3f.5 10: o0A-: oop's% 3:30f2°'9:30 pM 11:00443: 30p p Sunday 7:3CI4 9:30 10:001:00Y 4^- 3:30:00pM 11:04- :00p' Total Scheduled Hours Less: Non -city Lots Total Scheduled Hours Lot Setup Patroller/Attendant Attendant (a,4,;4,.,iA4 Lot Setup Attendant Attendant Attendant .4 J Lot Setup Attendant Attendant Attendant 129 (20) 109 otA., 44-) 4 (,,c4 k, t/ii ti n ,c. -r f ;� /'- 06/08/99 14:14 FAX 3414442 IMPERIAL PARKING 2002 6(A/4/Avail CITY OF STILLWATER 1999 CAPITAL IMPROVEMENTS UBC LOT Slot Box 1200 Signage 1100 Installation 400 Total SECOND & OLIVE Slot Box 975 Signage 1600 Installation 400 Total MAPLE ISLAND Slot Box 1200 Signage 2100 Installation 600 Total WATER STREET Slot Box (2) 2400 Signage 2100 Installation 600 Total 2700 2975 3900 5100 TOTAL IMPROVEMENTS S14,675 CS/ii�vrr-t-> 4 /- if/OG Poo 1,41rIt- 57". A /Xo> of v Public Parking in Downtown Stillwater 1: SOUTH MAIN STREET 102 spaces; includes 2 handicap spaces Pay parking daily 2: RIVER LOT BETWEEN NELSON & CHESTNUT STREETS 97 spaces; includes I handicap space . Pay parking daily 3: NORTH OF FREIGHTHOUSE RESTAURANT 47 spaces; includes 1 handicap space 2-hour parking 4: RIVER LOT BETWEEN CHESTNUT & MYRTLE STREETS 45 spaces (number may increase) Permit parking Mon -Fri 8:00 a.m.-6:00 p.m. Public parking after 6:00 p.m. and all day Sat -Sun. 5: RIVER LOT BETWEEN MYRTLE & MULBERRY STREETS 30 spaces (number may increase) Permit parking Mon -Fri 8:00 a.m.-6:00 p.m. Public parking after 6:00 p.m. and all day Sat -Sun. 6: MAPLE ISLAND 77 spaces; includes 2 handicap spaces 4-hour parking Mon -Fri 8:00 a.m.-6:00 p.m. ■ Pay parking after 6:00 p.m. and all day Sat -Sun. 0 Historic Courthouse St. Michael's Church m Stillwater Area Chamfer of Commerce (Brick Alley Bldg.) Andiamo Showboats St. Mary's Church Cub Foods Hdqrtrs. Commander Dock Cafe 0 FOURTH THIRD Armory SECOND MAIN STREET (HWYs 36 & 95) WATER SAM BLOOMER Lowell Park fl City Hall/Pobce/Fire Depts. lr. ® Trinity Church Post Office Library 0 3 T rn p r Stillwater City Chamber of Commerce Mulberry Point Antiques I0 Lumber Baron's Hotel To WI 7: WATER STREET 100 spaces 4-hour parking Permit parking Mon -Fri 8:00 a.m.-6:00 p.m. S Pay parking after 6:00 p.m. and all day Sat -Sun. 8: DESCH BUILDING 102 spaces Public parking Mon -Fri after 6:00 p.m. and all day Sat -Sun. 9: NORTH MAIN STREET 101 spaces; includes 3 handicap spaces; bus & RV parking available Unlimited public parking 0 z >-z Desch Bldg. Gazebo 10: MULBERRY & SECOND STREETS 16 spaces Unlimited public parking 11: NORTH OF LOWELL INN 30 spaces; includes I handicap space Permit parking Mon -Fri 8:00 a.m.-6:00 p.m. Public parking after 6:00 p.m. and all day Sat -Sun. 12: OLIVE & SECOND STREETS 48 spaces; includes 2 handicap spaces Permit parking Mon -Fri 8:00 a.m.-6:00 p.m. ■ Pay parking after 6:00 p.m. and all flay Cat-c..n Staples Mill Pioneer Park Washington County 'stork Museum Minnesota Zephyr 13: OLD UBC LOT 100 spaces ® Permit parking Mon -Fri 8:00 a.m.-6:00 p.m. ■ Pay parking after 6:00 p.m. and all day Sat -Sun. 14: RIVERVIEW LOT 161 spaces; includes 6 handicap spaces Permit parking Mon -Fri 8:00 a.m.-6:00 p.m. Public parking after 6:00 p.m. and all day Sat -Sun. EXHIBIT A WATER STREET PARKING LOT OPERATING BUDGET 6/1 — 10/31/19 REVENUES: Daily/Transient Parking Less Sales Tax ( %) OPERATING EXPENSES: Accounting & Bookkeeping Advertising & Promotion Auto Expense Insurance —Property & Liability Labor (Attendants, Maintenance) Maintenance Supplies Management Fee —Base Miscellaneous Expense Office Supplies Parking Supplies & Tickets Payroll Expense Repairs & Maintenance —General Telephone —Cellular Uniform/Cleaning Utilities TOTAL EXPENSES NET OPERATING INCOME EXHIBIT B WATER STREET PARKING LOT STAFFING/PATROLLING SCHEDULE Patrols: Sunday — Saturday 8 a.m. — 10 p.m. Maintenance: Sunday — Saturday as necessary EXHIBIT C STILLWATER/WATER STREET PARKING LOT SCHEDULE OF ESTIMATED CAPITAL COSTS Slot box (2) $ 2,400 Signage 2,100 Installation 600 TOTAL $ 5,100