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HomeMy WebLinkAbout1997-07-02 DTPC Packetj� ater THE BIRTHPLACE OF MINNESOTA DOWNTOWN PARKING COMMISSION AGENDA MEETING DATE WEDNESDAY, JULY 2, 1997 CITY HALL RIVERVIEW CONFERENCE ROOM (2ND FLOOR) 8:30 A.M. Agenda Items. /Update on pay parking program/Dave. 2. Update on parking signage/Steve. 3. Report on weekend parking enforcement/Dennis Update on UBC parking lot improvement/Steve. V"History of trolley parking spaces/Dennis/Bob Raleigh. 6. Other items. CITY HALL: 216 NORTH FOURTH STILLWATER, MINNESOTA 55082 PHONE: 612-439-6121 ,-/-Ace*x- - eaZerv„i get 2(5 c-rfr" vt tf , / 1993 Budget Request TO: CHIEF DON BEBERG r r OM: PASKET J 241 SUBJECT: BUDGET THOUGHTS DATE: JUNE 24th, 1997 1. Hand held computer to issue parking tickets. Estimate cost with progrann to be about $5000.00. If approved would like March 1st 1998. 2. Also plan on printing more parking brochures about March lst,1998. Estimate cost $1800.00. 3. Part tine person to work weekends May thru October 1998. Or hire a full time person and we could work 4 ten hour days May thru October 1998. After October perhaps the new full time person could help in the parks or public works departments. I will have to leave the estimate cost up to you on this. 4. Parking Scooter for patroling the downtown area.Estimate cost $6500.00 11111 CITY of STILLWArER CHAMBER of COMMERCE June 12, 1997 City of Stillwater 214 North Second Street Stillwater, Minnesota 55082 attn: Steve Russell Dear Steve: As per our conversation of yesterday afternoon, the City of Stillwater Chamber of Commerce will be holding it's annual "Taste of Stillwater" in the river parking lots and Lowell Park next weekend. We would like the use of that lot for the third weekend in June for the "Taste of Stillwater" as well as the first weekend in October for the "Fall Colors Fine Art and Jazz Festival." This year those dates are June 20-21-22 and October 3-4-5, 1997. Thank you for your efforts on our behalf to secure the river "pay " lots. I look forward to seeing you at our events and trust that you will contact me if you need further information. Sincerely, Sunny DeYoung Staff executive Stote__/ — uu-e/ Alz--1-4e6 tip -dr-ra ?)44-( P.O. BOX 516, STILLWATER, MN 55082 PHONE: 612-439-4001 • FAX: 612-439-4513 • E-MAIL: CHAMBER@STLLWTR.COM • WEBSITE: HTTP://WWW.STLLWTR.COM/CHAMBER O /14!1997 12:37 6/24395712 JPLCSKINCO FRGE c�1 Traditional North American Goods Rugs Furniture Lamps J.P Laskin Co. The Beet of North America FOR STEAVE RUSSEL CITY PLANNING Steave 308 E. Chestnut Street Stillwater, MN 55082 Phone / Fex (8t2) 439.57'2 What has become of WEEKEND PARKING ENFORCMENT?7 It was a central component of the "plan" and without it the local shoppers are not happy about paying $3 to park at the south end when they really just came down to stop for an hour,buy what they needed and vamoose. Enfarcment at leair saterday days(10-6). PRITTY PLEASE As always MY BEST / 4, 1 / 0 tz_:<_, ,?- A-41-1--et,a, , 1 ---3- 1, z tl 2LF-4L' rjeL-1) /J2-4 11"-c-- 1A—r1/1) 'c}4 9(•"_)/ f'''))) Imperi< rking Limited 60 South Sixth �t Dain Bosworth a #715 Minneapolis, Minnesota 55402 Main Office: (612) 341-8000 Facsimile (612) 341-4442 June 2, 1997 Mr. Stephen Russell 216 North Fourth Street Stillwater, Minnesota 55082 Dear Steve Enclosed please find (3) copies of the Operating Agreement covering the Stillwater Parking Lots. Please sign and return one copy of the Agreement for our files. In the event you should have any questions, please do not hesitate to call. Sincerely, -�� , Douglas G. Hoskin Vice President DH/kb Enclosures CITY OF STILLWATER PARKING FACILITY OPERATING AGREEMENT THIS CONTRACT made this 30th day of May, 1997 by and between City of Stillwater, hereinafter referred to as the "Owner", and Imperial Parking, Inc., hereinafter referred to as "Operator". WITNESSETH, THAT: WHEREAS, Owner owns surface parking Tots commonly known as (1) South Main St.; and (2) River Lot, Stillwater, MN ("Facility"); WHEREAS, Operator is engaged in the operation and management of parking facilities; and 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 the parties hereto agree as follows: ARTICLE I - REPRESENTATIONS The Operator makes the following representations as the basis 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 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. Operator is a corporation engaged in the operation and management of parking facilities, and has the knowledgeexperience and capabilities to efficiently operate the Facility and serve the customers and patrons of the Facility. Operator represents that it will operate the Facility in accordance with the spirit and terms of the Agreement and 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 ARTICLE III - TERMS This Agreement shall commence as of June 1, 1997 above and shall thereafter 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 IV - RIGHTS 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 ($500.00) Dollars, plus the following annual Percentage Incentive fee in an amount equal to ten (10%) Percent of the monthly 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. Upon 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 due 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 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 VI1- BOOKKEEPING/ADMINISTRATIVE FEE Owner shall pay Operator from the gross receipts of the operation of the Facility, a monthly 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, appliances, installations, of every nature are and shall 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 such buildings 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 XVIII under the "Termination Amount." 3 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. (B) Post accounts receivable, maintain billings, collections and accounting controls. (C) Purchasing of supplies, maintaining accounts payable records and inventory control. (D) Make up payroll, file Social Security, withholding tax, sales tax, and Worker'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 controls of revenues and parking tickets. (G) 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 previous month. The Operator shall keep accurate and detailed records and books and accounts in a manner 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. (I) The 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 the Owner a copy of such complaint and a copy of such written response. 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, or 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 promulgated 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 "A". 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 not 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 Exhibit "B", setting 5 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 required 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 returns required by law relating to such employment. Operator shall also comply with all requirements of local, state and federal laws and ordinances regarding sales 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. OPERATOR'S EXPENSES Operator shall be responsible for the following costs to be paid 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 Article II, including, without limitation by reason of omission, salaries of all employees and related labor costs, general 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 be deemed necessary. 6 PROCEDURE The Operator shall: A. cause the Facility to be open and in operation during business hours established by the Owner B. 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; 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 Facility. 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 upon the Facility 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 Facility (except as outlined in this Agreement), it being understood by the Operator that the Facility 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 occupancy 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 and exiting the Facility. MAINTENANCE BY OPERATOR 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. B. Sidewalks: The Operator shall not be responsible for the maintenance of the sidewalks in and adjacent to the Facility. C. Lighting Fixtures: The Operator shall be responsible for the operation of all lighting systems in the Facility and maintain such light system in proper working condition. D. Parking Control Equipment: The Operator shall be responsible for the daily inspection, maintenance, operation, and cleanliness of all parking control equipment located 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 and/or replacement of gate arms, shear pins, ribbons, and the loading of all ticket dispensers. The cleaning 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 reported to the Owner immediately. Should a malfunction of equipment occur for which the Operator is not trained or equipped to repair, the Operator shall immediately contact trained professionals to have such problem corrected and report such malfunction to the Owner. ARTICLE XI - 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 VIII) of said parking Facility. • 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 Parts for Equipment • Equipment Rental • Supplies and Materials for Cleaning and Painting • Light bulbs and ballasts • Uniforms • Professional Services • Parking Tickets and Supplies 8 • Telephone • Utilities • Insurance Costs 2)Without limiting the Owner's obligation to pay for all Operating Expenses, the Owner will: (a) Maintain all mechanical systems in good order and working condition; (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 (including 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 at the time they were brought upon the Parking Facility), except to the extent that such Hazardous Substances are brought upon the Parking Facility by Impark. For the purposes of theis 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 management fee and of compensation based upon a percentage of net receipts as herein provided, it is expressly understood and agreed that the Owner shall 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 9 Operator shall be at all times have status of an independent contractor without the right or authority to impose tort or contractual liability upon the Owner„ ARTICLE XIII - 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 rule 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 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 XIV - 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 thereof to Owner - a) Worker's Compensation as required by the laws of Minnesota and Employer's Liability in the amount of $1,000. 10 b) Comprehensive; Personal Injury Bodily Injury 500,000 each occurrence - 1,000,000 aggregated Property Damage - 200,000 each occurrence - 600,000 aggregate c) Automobile - $1,000,000 combined limit for bodily injury and property damage d) Umbrella Liability - 2,000,000 combined per occurrence The cost of the above insurance shall be considered an Operating Expense of the Facility. 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 furnishing, 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 shall be reimbursed for such costs through the net revenues of the Facility until such time an Operator has received full reimbursement for such costs. ARTICLE XVII - TERMINATION BY 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 in any way preventing the use of the premises and for the purposes hereinabove enumerated. 11 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 shall 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 the non -reimbursed portion of Capital Costs ("Termination Amount") as outlined in Article XVI. Provided such applicable Termination amount has been paid by Owner to Operator then on the effective date 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 other 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 on any non -monetary provision of Operator's obligation herein and Operator remains in default of such provisions for a period of at least fifteen (15) days after notice from Owner. OPERATOR'S OBLIGATIONS 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 12 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 (15) 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 entitled 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 up to and including the date of said termination or for damages for the breach of this Agreement. ARTICLE XIX- RIGHT OF INSPECTION The Owner and its duly authorized representatives shall have at any and all times the full 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 - ASSIGNMENTS AND SUBCONTRACTING The privileges contained herein are personal and the Operator agrees that it shall not assign, or 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 portion 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 13 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. In the event of termination of the Agreement under this section Owner shall be obligated to reimburse Operator for any applicable Termination Amount as outlined in Article XVIII. ARTICLE XXII - 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 Russell 216 N. Forth St. Stillwater, MN 55082 and notices to the Operator, if sent by registered mail, postage prepaid address to: Imperial Parking, Inc 60 South Sixth Street, Suite 715 Minneapolis, Mn 55402 or such other respective address as the parties may designate to each other from time to time in writin g. 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 instrument. 14 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 30th day of May, 1997. IN TESTIMONY WHEREOF, witness the signatures of the parties hereto, this day and year immediately above written. WITNESS: M�Q tt)e-Cdmli cko 111PERIAL PARKING, INC. BY: _ TITLE: \) BY: CITY O2 STI TITLE: 15 PATROLS: EXHIBIT A STILLWATER PARKING LOTS STAFFING/PATROLLING SCHEDULE Sunday -Saturday 8 a.m. - 10 p.m. MAINTENANCE: Sunday -Saturday as necessary SCHEDULE B STILLWATER PARKING LOTS OPERATING BUDGET 6/1 /97-10/31 /97 REVENUES: Daily/Transient Parking Less Sales Tax (6.5%) $123,828 ($ 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 46,145 ($46,145) NET OPERATING INCOME $70,125 SCHEDULE C STILLWATER PARKING LOTS SCHEDULE OF ESTIMATED CAPITAL COSTS 1) SOUTH MAIN STREET LOT ?Pay & Display Fee Collection System -Model 400 5,500 u Model 400 Repair Kit 475 Installation 650 QElectrical 1,700 QSignage & Installation 1,650 ?Parking Repairs 1,250 SUB TOTAL 11,225 2) RIVER LOT ?Day & Display Fee Collection System Model 400 5,500 'Model 400 Repair Kit 475 Installation 650 }Electrical 1,700 ?Signage & Installation 1,650 ?Parking Repairs 750 SUBTOTAL 3) DOWNTOWN SIGNAGE TOTAL ESTIMATE 10,725 4,000 $25, 950