98-809Council File # � " �0 �
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WHEREAS, Riverboats Inc. has brought suit against the City of Saint Paul and
Robert P. Piram, Superintendent of Parks and Recreation, in the T7nited States
District Court, District of Minnesota, Third Division accusing the City and Robert
Piram of treating Riverboats Inc. unfairly in regard to its desire to operate a boat
excersion business from City Parkland along the Mississippi River, and;
WHEREAS, the above referenced litigation was to be tried on March 4, 1996, and;
- WHEREAS, the parties have determined it is in their best interests to resolve
the litigation by means of entering into two agreements which are attached hereto as
Exhibit A and B and by the payment of 525,000 to Plaintiff by the City, and;
WHEREAS, it is the intent of the parties to submit Exhibits A and B to the
Mayor and City Council of Saint Paul and others as more fully set forth in Chapter 86
of the Saint Paul Administrative Code for approval;
NOW THEREFORE BE IT RESOLVED, that the proper city Officials are hereby
directed and authorized to enter into the attached Settlement Agreement with
Riverboats
Reques ivision of Parks and
Rec ation
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Form Approved by City Attorney
Adopted by Council: Date �,q�,;. :l ��a
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Adoption Certified by Council Secretary
By
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By:
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Green Sheet # � ��q
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By: �' `�t'•t�-� �i--2�
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DEPARTMENpOFFICE/COUNGL � , , DATEINRIATED GREEN SHEET 1O � NO. 62729
Parks and Recreation ��� 29 � 998 v
CONfAGT PEfl$ON AND PHONE INfMUDATE INfTIAlAA7E
Bob Piram (226-6410) .----�� � DEPAR(MENTDIftECTOR Q� CfSYCOUNCiL
ASSIGN �.
NUMBER F01� Z CRV ATTORNEY _CfiY CLEflK
MUST BE ON COUNGL AGEN�A BY (DATq ROtmNG
OBOEx _FlNANCIALSFRVICESDIq.
ASAP 3 MAYOR (OR ASS 5 Parks & Recreation
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TOTAL S OF SIGNAiURE PAGES � (CLIP ALL LOCAiIONS FOR SIGNATUHE)
ALTION FEQUESiED:
Signatures of the Superintendent of Parks and Recreation, the City Attorney, the Mayor and passage of the attached
resolution 6y the City Council, which allows City staff to enter into a setttement agreement with Rivesboats Inc.
REGOMMEN�ATIONS: Approve IA) or Re�ea IPo PERSONAL SERVICE CONTPACTS MUST ANSWE6 THE FOLLOWIN6 QUESTIONS:
_PLANNMG COMMISSION _CIVIL SERVICE COMMISSION �. Has this oersonlfirm ever worketl untler a comract for this tlepartmerrt?
CIBCAMMiTTEE _ VES NO
A STAFF 2. Has Mis personlfirtn evw been a city empbyee2
-- YES NQ
DISTFICT COUNCIL
— — 3. Does [his persoNfirm possess a skill no[ normally possess¢tl by any curren[ crty employeet
SUPPORTS WHICH COUNCIL OBJECTIVE? YES NO
EzB�ain all Yes answers on sapararo shaex antl ettac� m grean sheet.
INITIATING PFOBLEM, ISSUE, OPPOflTUNITY IWho, What When, Where, Why):
Riverboats Inc. has filed suit against the City in connection with its desire to an excursion business from a City park
along the Mississippi River, The attached settlement agreement outlines conditions which have been negot[ated to
setile the suit.
ADVAPITAGES IF APPflOVED:
The suit is setTled. A ��' �� �99�
���It3R'� L3F�1�'�
DISADVANTAGES IF APPROVED:
The City will be in business with Riverboats Inc. and wiil pay them 525,000 for attorney and other costs.
DISADVANTAGES IF NOT APPflOVED: .
The suit will go forward, the City Attorney's Office be4ieves that the City could lose the case and be expected to pay
more than the proposed settlement.
TOTALAMOUNTOFTRANSACTION S #Z �OS�IREVENUEWDGEfFD(CIRCLEONEI VES NO
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Fl1NpIN650URCE Tort Liabilitv fund ACTiVITYNUMBER .. n%�'+�'
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FINANCIAIINFOFMATION: (EXPLAIW
The City will pay Riverboais Inc. 525,000 towards its fegai fees and other costs.
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SETTLEMENT AGREEMEP3T
This settlement agreement is entered into between River Boats, Inc. and the Ciry of St.
Paul (Ciry) and Robert Piram who aze parties to the litigation pending in the United States
District Court, District of Minnesota, Third Division entitled River Boats, Inc. v. The City of
Saint Paul and Robert P. Piram, File No. 3-95-517.
RECITALS
WHEREAS, the above-referenced litigation was to be tried on Mazch 4, 1996;
WHEREAS, the parties have determined 'at is in their best interests to resoive the
litigation by means of entering into two agreements which are attached hereto as E�ibits A and
B and by the payment of $25,000 to Plaintiff by the City;
WHEREAS, it is the intent of the parties to submit E�ibits A and B to the Mayor and
City Councii of St. Paul and others as more fully set forth in Chapter 86 of the St. Paul
Administrative Code for approval;
NOW, THEREFORE, it is agreed:
1. The City and Defendant Piram shall use their best efforts to obtain approval of
E�ibits A and B.
2. If E�ibits A and B are not approved by the City, the parties intend that this
matter shall be reinstated on the Court's calendaz so the litigation may proceed and Plaintiff will
be permitted to continue its operations as they existed in 1995 at Watergate Marina until the
litigation is concluded.
3. All settlement discussions, correspondence, writings (including E�ibits A and B)
were conducted and prepared pursuant to Rule 408, Fed. R. Civ. P. with the understanding that
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information disclosed ar discussed in those contea�ts is not admissibie if this litigation proceeds.
4. No language contained in E�ibits A and B shall in any way be used by either
pariy as evidence of an admission or waiver of any azguments or positions if this litigation
proceeds.
5. Within 15 days of fmal approval and execution of E�ibits A and B, the Ciry sha11
pay Piaintiff $25,000 towazd its legal fees and costs.
6. After compliance with the terms hereof the parties shall execute a stipulation of
dismissal with prejudice without cost to either pariy except as set forth above.
RIVER BOATS, INC.
DATEL��-� 1998
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DATED: , 1998
DATED: , 1998
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By'�dc�u � � :r,�--"r�c"�✓�
t`Hany E ene C sidy �
Its C �ef Executive Officer
C�T 1�2�f�`Y1�7�71i1
B y-
Its
P. Piram
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AGREEMENT
This Agreement is made and executed on ttris day of
1998, by and between the City of Saint Paul, hereinafter referred to as the "City" and River
Boats, Inc., hereinafter refened to as"River Boats."
ARTICLE I
RECITALS
W��REAS, River Boats desires to operate a floating restaurant on the Vessel
know as the ReJoyce at Harriet Island Pazk owned and operated by the City of Saint Paul,
and;
WI�REAS, the City recognizes that this operation would provide a benefit to the
public by expanding opportunities for the enjoyment of the Mississippi River and the City
of Saint Paut's riverfront environment.
NOW, THEREFORE, in considerafion of the promises and mutual covenants
herein contained, it is agreed as follows:
ARTICLE II
LOCATION APiD RELOCATION
II1. The CiYy hereby grants to River Boats the privilege af operating a floating
restaurant adjacent to the City's public dock, located in Harriet Island Park at the specific
site identified on E�ibit A attached hereto on the vessel currently known as the ReJoyce.
The ReJoyce shall be located within 10 to 15 feet of the location depicted on E�ibit A.
II.2. That the boat housing the floating restaurant must be able to anchor itself
and not need to use the public dock for any weight bearing tie-up purpose.
II3. River Boats' customers and personnel sha11 be able to use the public dock
for ingress and egress into the floating restaurant.
II.4. That in cases of emergency ot disaster such as flood or other natural act,
River Boats will vacate its location adjacent to the public dock if directed to do so by the
City's Superintendent of Pazks and Recreafion, Fire Chief, Police Chief or other Caty
official delegated such power due to the emergency. The cost of this relocation shall be
borne by River Boats. Further, River $oats will make no claim against the City £or lost
business or added eacpenses due to ihis temporary relocation unless the City was
responsible in whole or in part for the need to relocate.
II.S. That the City and River Boats acknowledge that conshuction projects in the
Mississippi River areas may be ongoing during the term of this Agreement and agree to
cooperate with each other if the construction causes the enterprise to be moved to a
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different location temporarily. Such new location shall be as accessible as the original
location, as is reasonably possible and shall be made at the City's cost.
II.6. If it is necessary to perznanently relocate the restaurant from the original
location, the City sha11 at all times determine the new site of the restaurant at Harriet Island
subject to River BoaYs approval. The parties shall negotiate in good faith for an alternate
location. If it is the City that causes the move, the City shali pay for the relocation. In all
other cases any relocation costs shall be borne by River Boats.
ARTICLE III
TERM OF THE AGREEMENT
III.1. The term of this Agreement shall be fifteen (15) years. It shall commence
upon the commencement of the floating restauranYs operations and shall continue for
fifteen (15) years. The term shall end on December 31st of the fifteenth year. For
example, if the restaurant commences operations in 1999, this Agreement would terminate
on December 31, 2013.
III.2. River Boats may commence operations any time after the renovation is
completed as required in Article V.2., but shall commence operation of the restaurant no
later than Ju1y i, 1949.
III.3. Provided there are no uncured defaults of this Agreement, the City agrees to
enter into good faith negotiations for renewal of the Agreement at the end of the fifteen-
year term.
ARTICLE IV
SITE MAINTENANCE
IV.1. The City shall use its best efforts to maintain and keep the pazk area in,
about and adjacent to the area from which the enterprise will operate, clear of refuse,
rubbish and miscellaneous unsightly storage.
ARTICLE V
RENOVATION-CONSTRUCTION
V.1. The City recognizes that extensive renovation and construction is required
to make the ReJoyce suitable to operate as a restaurant.
V.2. River Boats agrees to renovate the ReJoyce prior to locating the vessel at
Harriet Island. The renovation sha11 be complete no later than July 1, 1999.
V.3. The renovation work identified in part V.2. shall be performed at a location
at the hazbor by the NSP Plant or under the "High Bridge" at the site depicted on Exhibit B
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whichever is more feasible and the City will make available to River Boats at no charge for
use by River Boats to renovate the ReJoyce.
V.4. The renovation work identified in part V.2. shall be completed prior the
ReJoyce being relocated to the Hartiet Island site and that the boat shall be open for
business within two weeks of its move to Harriet Island, with only miuimal installation of
equipment and supplies such as tables and chairs to be accomplished unless otherwise
agreed to in writing between River Boats and the City.
V.S. All costs of this renovation, including utilities, shall be the responsibility of
River Boats.
ARTICLE VI
PAYNIENTS AND REPORTING REQUIREIVIENTS
VL 1. River Boats shall pay the City the greater of the following:
a. $2,400 or minimum flat fee per year; or
b. (1) 1.75% of gross revenues generated by the restaurant over
$350,Q00 for the first two years of operation;
(2) 2.0% of the gross revenues generated by the restaurant over
$350,000 for years three through eight; and
(3) 2.5% of the gross revenues generated by the restaurant over
$350,000 for years nine through fifteen.
VI.2. The minimum flat fee per year shall be paid by River Boats to the City as
follows:
a. $1,200 on July lst of each year of this Agreement;
b. $1,200 on October Ist of each year of this Agreement; and
a Any percentage payment due the City from the previous year by
February 15th of each year.
VI.3. River Boats shall keep at the floating restaurant, or at 495 Kenny Road, St.
Paul, Minnesota or at its current principal place of business, a permanent accurate set of
books and records which will accurately reflect and pernut the determinafion and
verificarion of the amounts due the City of Saint Paul under the Agreement. Such books,
records and accounts shall be available for inspection by the City between the hours of
9:00 a.m. and 5:00 p.m., Monday through Friday, inclusive by any duly authorized agent
of the City, at times of restaurant business opera6on.
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V.4. On or before the fifteenth day of Febniary of each calendar yeaz under this
Agreement, River Boats shall submit to the City a statement, in duplicate, showing the
total gross revenue received from the operation of the restaurant for the preceding year_
The statement to be submitted shall be in such form and contain such detail as may be
necessary to adequately account to the City in accordance with generally accepted
accounting principles, for the payments due under this Agreement.
ARTICLE VII
OPERATIONS
VIL 1. The restaurant must contain a sit down dinner element but may also contain
a fast food element. It is anticipated that the restaurant will be open to the general pubiic
with a family oriented ambience primarily offering a casual dining experience that wili
serve patrons who azrive from land and water. While the restaurant will attempt to attract
families, service is available to all people who wish to frequent the facility. There will be a
particular focus on serving patrons who aze visiting Fdan•iet Island and the waterfront.
VII.2. River Boats shal] operate the enterprise in a mannez which will be a credit
to the City of Saint Paul.
a. The facility housing the entetprise sha11 be kept in good repair both
inside and out. Painting will be done, as needed, in a timely manner.
b. The outside of the enterprise shall be kept free of trash and debris.
c. On-land facilities and areas which support the enterprise, shall be
kept in a clean condition.
d. Customers, guests and general public sha11 be treated in a polite,
sensitive and customer friendly manner.
VII3. The restaurant located on the public dock is intended to serve the users of
Harriet Island Pazk, therefore off=site catering by the facility shall account for no more than
15% of its annual sales.
VII.4. The operating hours of the floating restaurant shall be no earlier than 6:00
am. or later than the hours of Harriet Island Pazk, which is currently 11:00 p.m.
VILS. River Boats may exect signage to advertise and identify its enterprise. Such
signage shall be submitted to the City for approval for content and location prior to it being
erected.
VII.6. The patrons of the floating restaurant shall pazk their vehicles at a location
deternuned by the City. The patrons of River Boats shall haue access to public parking
adjacent to the public dock. It is understood that the exact location of the parking has not
been determined and is dependent upon the final design of Harriet Island. The City shall
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have the right to dictate alternate parking locations that are reasonably close to the public
dock.
ARTICLE VIII
DEFAULT AND CURE
VIII.1. If River Boats fails to comply with any material term of this Agreement, the
City shall have the option to declare this Agreement in default. If the City chooses to
declaze this Agreement in defauit for a breach by River Boats, it shall provide written
notification of the breach by registered mail. If River Boats does not cure the breach
within thirty (30) days of receiving the written notice, the City shall have the right to
terminate this Agreement after the 30 days expires or to bring an action in a court of law.
VIII.2. If the City fails to comply with any material term of this Agreement, River
Boats shall have the option to declaze this Agreement in default. If the River Boais
chooses to declare this Agreement in default for a breach by the City, it sha11 provide
written notification of the breach by registered maiL If the City does not cute the breach
within thirty (30) days of receiving the written notice River Boats shall have the right to
terminate this Agreement after the 30 days expires or to bring an action in a court of law.
ARTICLEIX
TERMINATION
IX.1. This agreement sha11 automatically terminate at the end of the fifteenth year
term unless the parties agree in writing to extend it.
IX.2. If River Boats or another party as outlined in Article V.2, fails to commence
operation of the restaurant by July l, 1999, this Agreement sha11 automaUcally be
terminated unless:
a. The inability to commence operations by July 1, 1999 was caused in
whole or in part by actions or omissions of the City; or
b. The City agrees in writing to permit a later opening date; or
c. The failure to commence operations is the result of events out of the
control of River Boats such as labor disputes, acts of God or other events listed in Article
XVI.3.
IX.3. If this Agreement is terminated by the City for failure to open by Ju1y 1,
1999, River Boats will make no claim against the City due to River Boats' failure to
unplement its restaurant operation unless the City's conduct has prevented it from opening.
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IX.4. Notwithstanding any other provision herein, this Agreement shall
automatically tenninate without the right to cure upon the occurrence of any of the events
described below:
a. A petition by or against River Boats under the baukrnptcy laws of
the United States, which perition is not dismissed within ninety (90) days from the date of
such filing; and
b. The assignment by River Boats of its assets for the benefit of
creditors under any state insolvency laws.
IX.S. Upon termination of this Agreement River Boats shall vacate the location
used by the enterprise and shall leave the premises in as good condition and order as they
were at the time they wete accepted, ordinary and reasonable use and damage by the
elements excepted.
ARTICLE X
SUB-LEASE OR SALE
X.1. That the restaurant may be self-operated by River Boats, or by another
entity or pezson with the approval of the City.
X.2. If River Boats sub-leases, assigns or transfers this Agreement to a tlaird-
party, it shall first notify the City of its desire to do so and shall submit in writing to the
City (i) the name of the proposed third-party; (ii) the nature of the proposed assignee's
business; (iii) the proposed agreement and any other agreements to be entered into
concurrently with such third-party, including full disclosure of all financial terms; and (iv)
such financial information as the City may reasonably request concerning the proposed
third-party. River Boats shall pay the City a reasonable fee for the City's expenses,
including attorneys' fees, in reviewing such proposed sublease or transfer and in reviewing
the proposed third-party's financiai ability to assume the Agreement, said fee not to exceed
$500.00.
X3. If there is a sub-lease or sale to any other party(ies), the other party(ies) and
River Boats shall submit to the City their plans far the operation of the floating restaurant.
This plan must include: operating schedule, menu(s), any entertainment p1ans, financial
structure and references in the case of a sale or lease, management structure and any plans
to remodeUredesign the boat. This shall occur before any sale or lease is completed.
X.4. In the event of a sub-lease of the floating restaurant operation, River Boats
will remain responsible for the terms of this Agreement unless released in writ3ng by the
City.
X.S. In the event of a sale or assignment of the floating restaurant operation the
new owner(s) shall be responsible to comply with all the terms of this Agreement.
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ART`ICLE XI
COMPLIANCE WTTH LAW
XI1. River Boats, its personal representatives, successors in interest and assigns,
as a part of the consideration hereof, do hereby promise, covenant and agree, that
a. No person, on the ground of race, sex, sexual or affectional
orientation, color, creed, religion, age, disability, familial status, marital status, status with
respect to public assistance or nafional origin or ancestry shall be excluded from
participating in, be denied the benefits of or be otherwise subjected to discriminarion in the
use of said facilities.
b. No discrimination shall be practiced in the selection of employees
and contractors, by contractors in the selection and retention of first tier subcontractors,
and by first-tier subcontractors in the selecrion and retention of second-tier subcontractors.
a Such discrimination shall not be practiced against the public in its
access in and use of the facilities and services provided for public accommodations (such
as eating, rest and recreation) constructed or operated on the floating restaurant, and;
d. River Boats shall use the premises in compliance with a11 other
requirements imposed pursuant to the Saint Paul Legislative Code Chapter 183.
XI.2. River Boats shall keep and observe all the laws and ordinances relating to
said premises and the care and use thereof. In regards to the above, River Boats shall be
responsible to obtain and keep current any licenses and permits needed to operate the
facility.
ARTICLE XII
UTILITIES AND MAINTENANCE
XII.1. Any ongoing operations or maintenance expenses shall be River Boats'
responsibility.
XII.2. River Boats shail pay all utility hook-up and usage costs associated with
their enterprise. This includes: water, electrical, gas, sewer, telephone, cable television and
any other such service. River Boats is responsible for a11 costs associated with utility dock
and shore modifications necessary to accommodate its proposal so long as the location of
the restaurant is at the location identified on E�ibit A. However, at the locafion on
E�ibit A on the public dock, there are presently utility hookups that River Boats shall be
permitted to connect to. This provision is subject to Article II.S.
XTI3. River Boats shall dispose of all rubbish and refuse generated in connection
with its operation at its cost but shall not be responsible for the upkeep, maintenance or
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repair of pazk properiy used in connection with the enterprise. The City shall provide a
location at no cost for River Boats to place a trash dumpster adjacent to the pazking azea in
which to dispose of its rubbish and refuse.
ARTICLE XIII
INDEMIlVTFICATION
XIII.1 That River Boats hereby agrees to hold the City and all of its officets,
agents and employees harmless and indemnified from and against any penalty, damage or
charge imposed for any violation of laws or ordinances that are occasioned by the
negiigence of River Boats or those holding or operating under River Boats. In addition
thereto, River Boats hereby agrees to hold hazmless and indemnify the City, its o�cers,
agents and empioyees from and against all loss, cost, damage or expense arising or
growing out of any accident or other occurrence in connection with the opera6on by River
Boats on or about the premises used by Rivet Boats pursuant to the privileges granted
hereunder which may cause injury to any person or property.
ARTICLE XIV
INSi7RANCE
XIV1. As additional assurance of such indemnification, but not in lieu thereof,
River Boats sha11 obtain and pay the premiums upon a general liability insurance
policy(ies) which will name the City as an additional insured. Such policy(ies) shall cover
injury to persons or properiy arising out of the operation of River Boats business with
i'units of not less than $50,000 with respect to property loss, $300,000 with respect to
injury or death to any one person and $750,000 for any number of claims arising out of a
single occurrence. If the masimum liability is modified by the legislature, River Boats
shall be required to provide coverage adequate to cover up to the limits of the City's
maximum liability. The policy(ies) of insurance shall be submitted to the City Attorney
far the City for approval and shall be filed with the Deparnnent of Finance and
Management Services prior to the execution of this Agreement. Such insurance policy(ies)
shall be kept in force during the entire period that this Agreement or any renewal thereof is
in effect and shall contain a provision which will not permit canceilation without 30 days
prior written notice to the City.
XN.2. That in the event that River Boats determines to sell beer andfor wine or
liquor, River Boats shall provide a liquor liability insurance policy which names the City
as an additional insured in limits required by State law. The insurance policy(ies) shall be
filed with the Department of Finance and Management Services prior to the serving of beer
andlor wine or liquor by River Boats. Such insurance policy(ies) sha11 be kept in force
during the entire period that this Agreement or any renewal thereof is in effect and sha11
contain a provision which will not permit cancellation without 30 days prior written notice
to the City.
XIV.3. To the extent that River Boats intends and desires to be held privately
responsible for claims up to Two Hundred Thousand Do11azs ($200,0OO.OQ), River Boats
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sha11 be allowed to self-insure up to this amount, provided first that it maintains a general
liability policy for claims excaeding this amount up to the limits addressed above and,
further, that it maintains at all times a certificate of deposit as collateral in the amount of
self-insurance it decides to self insure itself for. River Boats shall at all times guarantee
and maintain the certificate of deposit in the full amount of self-insurance provided
pursuant to this agreement for the purpose of satisfying any judgment against, the City.
Prior to this agreement becoxning effective, River Boats shall execute a written agreement
with a federally insured Bank or other financial institution, lawfully doing business in the
State of Minnesota, and issuing the certificate of deposit, which requires the bank to notify,
in writing, the City of St. Paul through its Manager of Special Services, Pazks &
Recreation Division of St. Paul, at 300 City Hall Annex, 25 West Fourth Street, St. Paul,
MN 55102, not less than thirty (30) days before the certificate of deposit is transfened,
encumbered, posted as collateral for any other debt or obligation, gifted, devised, or
otherwise compromised. However, if there aze pending claims against the City, the
agreement, shall provide that there is to be no such transfer or other compromise of the
Certificate of Deposit without first obtaining the City's express written consent. Any
transfer or compromise of the Certificate of Deposit, without the City of St. Paul's express
written consent, will automatically work an immediate termination of this agreement.
River Boats shall exclusively be entitled to any interest earned on said certificate of
deposit. Concomitant with the duty to indemnify, River Boats also agrees to apply the
funds held as self-insurance to any claimant who secures a judgment against River Boats
or the City arising out of any claim far damages in connection with River Boats'
operations, subject to the terms of the obligation to indemnify. Purthermore, River Boats
expressly agrees to cooperate fu11y with the City in invesfigating any and ail claims for
damages brought by the City or third parties. To this end, River Boats agrees to provide
the City with any and all documents relating to any ciaims including, without limitation,
insurance forms, written reports, recards of repairs or damages, any and all statement of
witnesses, photographs, drawings or other related visual or audio recordings or depictions.
River Boats shall also make available its officers, employees and agents for oral interviews
ar deposi6ons and shall timely comply with all discovery requests.
ARTICLE XV
CITY EVENTS AND CONSTRUCTION
XV 1. That the City wili not be responsible for lack of revenue due to construction
projects in proximity to the floating restaurant.
XV.2. The City shall have the right to produce special events in Harriet Island
Park that may negatively impact the floating restaurant, but shall use its best efforts to
produce the events in such a way as to minimize any access or financial loss to the floating
restaurant.
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ARTICLE XVI
ADDITIONAL PROVISIONS
XVI.1. Settlement: This Agreement, the River Boats Agreement at Watezgate
Marina and the Settlement Agreement in River Boats, Inc. v. The Citv of Saint Paul and
Robert P. P'uam. File No. 3-95-517 satisfy all claims, causes of action and controversies
brought forward by River Boats against the City. This provision shall survive any
ternunation of this Agreement.
XVI.2. Waiver: River Boats will make no claun and waives any right against the
City on account of any loss or damage by fire, water, windstorm, floods, freezing, gas,
electric wires and other acts of God affecting its property in connection with its operation
unless contributed to by the City's negiigence.
XVI3. Force Majure: The failure of performance or delays by either parry shall
be excused if caused by or if arising out of acts of God, strikes, labor disputes, acts of the
public enemy, wars, riots, floods, storms, material shortages, act of State or Federal
government and any other causes whether similar or dissimilaz, which are not reasonably
within the control of the party claiming Force Majeure.
XVI.4. No Exclusivity: No provisions of this Agreement may be construed as
giving River Boats exclusive rights to this rype of enterprise or any other enterprise in that
portion of the river where the enterprise is located. The City shall have the right to
evaluate and place other business ventures within the proximity of Rivet Boats.
XVI.S. Notices: Ail notices pertaining to this Agreement sha11 be in writing and
shail be sufficiently given if personally delivered or sent by registered mail (date of receipt
to control) to City:
Robert P. Piram
Superintendent of Parks and Recreation
25 West Fourth Street, Room 300
Saint Paul, Minnesota 55102
to River Boats:
Gene Cassidy
River Boats, Inc.
495 Kenny Road
Saint Paul, Minnesota 55101
The above addresses or persons to whom notice may be delivered or sent may be
changed from time to time by notice under this Agreement.
XVI.6. Independent Contractor: The parties hereto agree that they are acting as
independent conhactors and that nothing in this Agreement is intended to create, nor shall
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anything herein be construed or interpreted as creating a parinership between the City and
River Boats except as expressly agreed to herein. Each party shall be responsible for its
own sepazate debts, obligations and other liabilities.
XVL7. Severability: If any provision of this Agreement shall be declazed invalid
for any reason and such provision does not destroy the objects and puzposes of this
Agreement or make unfeasible the perFormance of the remaining terms and condirions of
this Agreement, such provision shall be deemed severable and the remaining terms and
provisions of ttris Agreement shall be enforced in accardance with their terms.
IN WI'INESS WHEREOF, the parties hereto have hereunto set their hands to this
Agreement as of the day and year first above written.
APPROVED AS TO FORM:
Assistant City Attorney
FOR RIVER BOATS, INC.:
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H. Eugen assidy
Its Chief Executive Officer
CITY OF SAINT PAUL:
The Honorable Norm Coleman, Mayor
Robert P. Piram, Superintendent of Parks
and Recreation
Director, Department of Finance and
Management Services
City Clerk
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This agreement is made and executed on this day of
, 1998, by and between River Boats Inc., a corporation
organized and existing under the laws of the State of Minnesota,
having its principal o£fice at 495 Kenny Rd., St. Paul, MI3 55101
(hereafter River Boats), and the City of Saint Paul, a municipal
corporation (hereafter the City).
ARTICI,S I
RECITALS
WHEREAS, River Boats desires to operate a passenger vessel service
on navigable waters and to make the vessels available for hire by
the public for trips, cruises, charters, dining, entertainment and
food and beverage servioes, and agrees to locate and operate from
a portion of Watergate Marina, looated in St. Paul and owned and
operated by the City of St. Paul, and;
ASSREAS, the City reaognizes that this operation would provide a
benefit to the public by expanding opportunities for enjoyment of
the Mississippi River and the City of Saint Paul's riverfront
environment.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:
ARTICLE II
DESCRIPTION OF PREMISES
II.1. City shall permit River Boats, for the limited purpose
more fully described in Article V, and here generally described as
the conducting a passenger vessel service, upon that certain area
of the land and harbor space, located at Watergate Marina, situated
in the City of St. Paul, County of Ramsey, State of Minnesota, as
that certain area is more particularly described in Exhibit A,
attached hereto and made a part of this agreement by incorporation.
II.2. As used in this aqreement, the term "premises" shall
refar to the real property as well as the areas used, traversed or
occupied by River Boats upon the waters within the Lower Harbor of
Watergate Marina, all as more particularly described in Exhibit A.
II.3. It is the intent of the parties that River Boats locate
at and operate from the Northwestern most portion of the Lower
Harbor, as that area is more particularly desoribed in Exhibit A.
However, to that end, the City agrees to make its best effort to
promptly dredge that location, at its expense, to make the location
suitable for River Boats' operation. Should the location, by the
agreement of both parties, be otherwise unsuitable, the City will
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allow River Boats to relocate to another location adjacent to the
western bank inside the Lower Harbor, provided that such relocation
can be accomplished without impeding other marina traffic. Any
such relocation of River Boats' operation shall be made at River
Boats' e�ense unless River Boats has already completed extension
of services to the Northwestern portion of the Lower Harbor and
otherwise put in a11 ramps, docks, and vandal lights at that
location. If River Boats has already completed extension of
services to the Northwestern portion of the Lower Harbor and
otherwise put in all ramps, docks, and vandal lights at that
location, the relocation e�cpenses shall be borne by the City.
ARTICLE IIZ
TERM OF AGREEMENT
III.1. The term of this agreement shall be for five (5) years,
oommencing on May 1, 1998, or when the agreement is authorized and
executed in accordance with the provisions of the City of Saint
Paul Administrative Code, Chapter 86, whichever last occurs, and
ending on October 31, 2002; unless earlier terminated in the manner
provided for in this agreement.
III.2. This agreement shall not be construed as providing,
either e�licitly or implicitly, for any right to renewal or at-
will tenancy, upon the expiration of its term or upon termination.
However, i£ there has been no uncured breach of this agreement, for
which the City has given written notice or if the agreement has not
been terminated due to a breach, the City shall provide River Boats
with an option to renew the Agreement for another four-year term,
at rates to be negotiated, at Watergate Marina or another location
suitable to River Boats if Watergate Marina will no longer be used
for commercial Passenger Vessel Services.
III.3. River Boats has no right to enter, locate at, operate
from, remain or possess the premises prior to or after the term of
this agreement, or its termination. River Boats sha11 vacate the
premises thirty (30) days following termination of the agreement or
thirty (30) days following the end of the term on October 31, 2002,
whichever occurs first. Should River Boats fail to vacate the
premises in the time provided for in this agreement, the City shall
be entitled to reasonable liquidated damages in an amount of
$150.00 per day, which sum is believed to be a fair pre-estimate of
such damages and is agreed between the parties to be a fair amount,
reasonable in the light of the anticipated harm which could be
caused by the breach, the difficulty of proof of loss, and the
inconvenience or non-£easibility of otherwise obtaining an adequate
remedy.
ARTICLE IV
PAYMENTS
IV.1. In consideration for the use of the Premises by River
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Boats under this Agreement, River Boats agrees to pay the City the
following sums:
A. Base Payment: River Boats agrees to deliver, without
prior demand, to the Manager of Special Seroices, Parks &
Recreation Division of Saint Paul, at 300 City Ha11 Annex, 25 YI.
4th Street, St. Paul, MN 55102, or such other address as the City
may from time to time desiqnate in writing, a base payment of Two
Thousand Bive Hundred Dollars ($2,500.00}, in lawful money o£ the
United States, per year. The first year's base payment shall be
delivered to the City upon final execution of this agreement. Each
year's base payment thereafter shall be delivered to the City in
two equal installments of $1,250 on July l� and October l of each
year.
8. Percentage Payment:
1. During the first three years of this agreement
(1998, 1999, 2000} River Boats agrees to pay the City five percent
(5%) per annum, of its gross proceeds derived from the lease,
rental, license, charter or other use of its vessels for the
oarrying of passengers. This percentage payment shall be
applicable to all uses of River Boats' vessels for the carrying of
passengers which either originate or terminate at Watergate Marina
or any other park, parkway, landing, public space, open space, or
other public property, owned and operated by the City oP St. Paul,
per annum. This five percent (5%) per annum payment shall be due
and payable only to the extent that it exceeds the Base Payment of
Two Thousand Five Hundred Dollars ($2,500.�0), per annum. The
amount of the Percentage Payment shall be the difference between
the Base Payment and the five percent (5%) of River Boats' gross
proceeds derived from the lease, rental, license, charter, or other
use of its vessels for the carrying of passengers only, per annum.
Payments shall be made to the City no later than February 15th of
the year following the year in which the gross proceeds were
generated. (For example, all percentage payments due for the
calender year 1998 are due no later than February 15th, 1999.)
Payment shall be made in the manner provided for in Article IV. A.
1., of this aqreement. Should the agreement be terminated prior to
the end of the term, the City shall be entitled to the five percent
(5%) per annum payment on all proceeds generated up to the date
when River Boats vacates the Premises. Any such payment shall be
due and payable no later than thirty (30) days following River
Boats vacation of the premises.
2. During the last two years of this agreement (2001,
2002), River Boats agrees to pay the City five percent (5%) per
annum, of its gross proceeds derived from all sources. `�Gross
proceeds derived from all sources" means the aggregate dollar
amount received from any and all sales, leases, rentals, or other
services by River Boats from activities arising out of this
agreement, whether such sales, leases, rentals, or services be
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evidenced by check, credit, charge account, exchange, or otherwise,
and shall include, but not be limited to, the amounts received from
the sale, lease or rental of services, goods, wares, merchandise,
beverages, food, or entertainment. "Gross proceeds derived from
all sources" shall also be construed to include all proceeds
derived £rom the lease, rental, license, charter, or other use of
River Boats' vessels for the carrying oP passengers. This
percentage payment shall be applicable to all uses of River Boats'
vessels which either originate or terminate at Watergate Marina or
any other park, parkway, landing, public space, open space, or
other public property whiah is owned and operated by the City of
St. Paul, per annum. This five percent (5%) per annum payment
shall be due and payable only to the extent that it exceeds the
Base Payment of Two Thousand Five Hundred Dollars ($2,500), per
annwm. The amount of the Percentage Payment in years four and five
of this agreement shall be the difference between the Base Payment
and the five percent (5%) of River Boats "gross proaeeds derived
from all sources". Payments shall be made to the City prior to the
last day of the year in which the "gross proceeds derived from a11
sources" were generated. Payment shall be made in the manner
provided for in Article IV. A. 1., of this agreement. Should the
agreement be terminated prior to the end of the term, the City
shall be entitled to the five percent (50) per annum payment on
"gross proceeds derived from all sources" generated up to the date
when River Boats vacates the Premises. Any such payment shall be
due and payable no later than thirty (30) days following River
Boats vacation of the premises.
3. Excluded Business Activities: Nothing contained in
Article IV. shall require River Boats to pay the City a Percentage
Payment for revenue generated from (a) vessels not covered in this
agreement; (b) vessels which are not moored at Watergate Marina and
do not operate from Watergate Marina; or (c) vessels covered by
this agreement which are removed from Watergate Marina and no
longer operate or moor at locations owned or operated by the City.
C. Reaords: River Boats shall keep at the premises, or at
495 Kenny Ftoad, St. Paul, Minnesota, a permanent accurate set of
books and records of all sales, leases, rentals, and charters, and
all transactions producing revenue derived from any business
conducted by River Boats or arising from the use of the base of
operations or vessels during each day of the term of this agreement
which are subject to the percentaqe payment, and all supporting
documents, including cash register ribbons, sales slips, sales
checks, state sales and use tax reports, and business and
occupatian tax reports. All such pertinent records shall be kept,
retained, and preserved for at least three (3) years after the
expiration of each fiscal year or until the completion of any
litigation in which they are relevant, whichever is later. All
such records shall be open to inspection by the City and its
agents, upon reasonable notiCe at all reasonable times during River
Boats ordinary business hours. River Boats shall also be required
to keep records of disposal of sewaqe or other waste stored or
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produced on its vessels, appurtenant structures and/or "the
premises", as defined in Article II.2..
D. Audit: The acceptance by the City of payments of Base
Payments and Percentage Payments shall be without prejudice to the
City's right to an examination of River Boats books and records of
its transactions at the premises, 495 Kenny Road, or other
locations, in order to verify the amount o£ Percentage Payments
received by the City. The City may, at any reasonable time during
River Boats business hours, cause a complete audit to be made of
River Boats entire business a£fairs and records relating to its
business which arises out of its operations under this agreement
during the years of this agreement's Term, by a reputable licensed
accountant o£ the City's choice, at the City's cost. If such audit
discloses an overpayment of five percent (5%) or more by River
Boats to the City, the City shall refund the overpayment within
thirty (30) days of written demand. If such audit discloses an
error of five percent (5%) or more in River Boats Percentaqe
Payment to the City as required by IV.A.5, of this agreement, (i)
River Boats shall pay the City the resulting deficiency in the
Percentage payment as well as the cost of said audit, all within
thirty (30) days, and (ii) in addition, the City may, at its
option, terminate this Agreement on fifteen (15) days written
notice to River Boats.
E. Periodic Statements: River Boats shall, no later than
February 15 of the year following the year in which the gross
proceeds were generated, deliver to the City a written statement of
all transactions which are subject to this agreement, occurring
durinq the fiscal year. (For example, the report due for the
calendar year 1998 is due no later than February 15, 1999.) This
Periodic Statement shall be prepared in accordance with generally
accepted accounting principles consistently applied or other method
approved by the City's Chief Accountant, and satisfactory to
accurately account for all revenues which are subject to the
Percentage Payment. This Periodic Statement shall be deliVered,
whether or not a Percentage Payment is due and payable.
F. Rate Approval: Sixty (60) days prior to River Boats
commencement of operations during each year of the term it shall
deliver to the City a copy of all fees and charges that it intends
to make in conjunction with it operations. The City shall have the
right to approve such fees and charges before River Boats
implements them. For the first year of this agreement the sixty
(60) day requirement is not applicable and River Boats agrees to
promptly deliver its rates upon execution of this aqreement.
ARTICLE V
PERMITTED IISE
V.1. Generally: The premises may be used by River Boats only as
a base of operations and point of departure and/or return for
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passengers utilizing its vessels for cruises, charters, dining,
entertainment, and food and beverage services. River Boats shall
not use or occupy the premises for any business or purpose other
than those set forth e�licitly in this agreement. River Boats
shall not occupy any land at Watergate Marina, nor shall it make
any land based improvements or erect any structures, except for
those explicitly provided for in this agreement, or those permitted
in writing by the City. River Boats shall not store any materials
of any kind on any land at Watergate Marina without the written
permission of the Watergate Marina Manager.
A. Base of Operations: River Boats may employ a loading
barge (hereinafter Barge) which is currently at the premises, as a
base of operations for its business at Watergate Marina. The Barge
shall be moored within the Lower Harbor in a location more
specifically described in Exhibit A. The Barge shall be utilized
as the embarkation point for passengers coming aboard or
disembarking from River Boats vessels. No other loading or
unloading point shall be allowed, unless necessary to load or
unload handicapped passengers or unless first approved by the
Watergate Marina Manager. The Barge may also be utilized for
administrative purposes and for storage of supplies and material
secondary to River Boats operations at Watergate Marina. No other
use of the Barge shall be allowed. No service of any food or
beverages shall be made on the Barge. River Boats shall be entitled
to replace the Barge with another vessel of the same or smaller
size, upon written approval of the City, which approval shall not
be unreasonably denied. If River Boats decides not to use the
Barge as a base of operations, it may locate the Magnolia Blossom
at the same location and use it as both a base of operations and
passenger vessel.
B. Vessels: River Boats shall be allowed to operate only
those two vessels which are specifically identified and named the
"Magnolia Blossom" and "Maggie". River Boats shall not utilize or
allow any other vessels to operate from or pick up or drop off
passengers at the premises or its base of operations at Watergate
Marina. River Boats shall be entitled to replace either vessel
with another vessel of the same or smaller size, upon approval of
the City, which approval shall not be unreasonably denied. Any
replacement vessel shall be of the same general kind and quality
with similar passenger capacities and other accommodations and
offering the same manner of passenger transportation. In no event
shall River Boats be allowed to operate more than two (2) vessels.
Furthermore, any replacement of vessels shall not be allowed unless
and until this agreement is amended to reflect such replacement.
The vessel "Magnolia Blossom" is to be moored on the west bank of
the Lower Harbor, immediately behind the Barge, as that location is
more specifically delineated in Attachment A. The "Maggie" is to
be moored at a slip in Watergate Marina at no additional charge.
Alternatively, with the written permission of the City, the Maggie
may moor immediately behind the Maqnolia Blossom.
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C. Hours of Operation: River Boats shall be allowed to
operate its business at Watergate only durinq the times from
sunrise to Midnight, on any particular day.
D. Parking: The City shall provide 50 parking spaces which
spaces may be used by River Boats customers and by other members of
the public. Parking shall be provided in the lot adjacent to the
Watergate Administration Building. The use of these parking spaces
by River Boats customers is not exclusive. To the extent that the
lot may be legitimately occupied by other vehicles owned by park or
marina users, River Boats customers shall be allowed to park along
the shore at the north end of the Lower Harbor. River Boats'
employees shall be permitted to park no more than £ive (5) of their
own vehicles and support vehicles at the north end of the Lower
Aarbor as well. These locations are more specifically delineated
in Attachment A, and specifically incorporated herein. All River
Boats parking shall be done in an orderly manner and under the
general direction of the Manager of Watergate Marina. Parking for
River Boats customers shall be allowed only during River Boats
Hours of Operation. No parking for River Boats� customers or
employees shall be allowed on the peninsula located between the two
harbors or along the east shore of the Lower Harbor at Watergate
Marina without first obtaining written permission from the
Watergate Marina Manager. Aowever, River Boats may temporarily
park no more than two (2) support vehicles at those locations, if
necessary to service its operations. In no event, may any support
vehicles be left at those locations overnight without first
obtaining the written permission of the Watergate Marina Manager.
E. Compliance with Law:
1. River Boats shall use and occupy the premises solely
for the purposes described in this aqreement and will not use or
occupy the Premises for any unlawful purpose.
2. River Boats agrees to comply with all duly enacted
laws, ordinances, regulations and orders of all governmental units
having jurisdiction over the Premises and its vessels and base of
operations.
3. River Boat specifically agrees to comply with and
observe all laws, ordinances, rules and regulations of the City,
State and federal government pertaining to discrimination in
employment, housing, education, and public accommodations on
grounds of race, color, creed, national origin or ancestry.
4. River Boats shall provide worker's compensation
insurance for employees during the term of this agreement, if
required. A current certificate of insurance or an exemption
certificate, if required, shall be furnished to the City prior to
commencement of operations.
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5. River Boats shall comply with all rules and
regulations established by the U.S. Coast Guard qoverninq cra£t on
navigable waters, and shall provide the City with a copy of the
USCG Certificate of Inspection of the vessels prior to any
commencement of River Boats operations. These CertiPicates shall
be maintained, updated and renewed as required by the U.S. Coast
Guard and River Boats shall provide the City with any updates or
renewals, in a timely Pashion.
6. River Boats shall not cause or permit any
unreasonable noise, vibrations, odors or nuisance in or about the
premises or on its vessels or Barge which interferes with the quiet
enjoyment of the Marina or the navigable waters by slip lessees or
other lawful visitors or users. It is recognized that River Boats
will be offering entertainment, including musical bands, on its
vessels. However, no such entertainment shall be allowed within
Watergate Harbor or upon the barge or base of operations, if the
Watergate Marina Manager determines that it is interfering with the
quiet enjoyment of the Marina by others.
7. River Boats shall, prior to operation, secure all
required permits and licenses pertaining to the sale or furnishing
of intoxicating liquors, beer, food, cigarettes, and any other
items River Boats intends to sell or offer to its customers. Rive7r
Boats will further comply with any applicable licensing provisions
including, but not limited to, access for inspection and record
keeping.
F. Day to Day Operations:
1. River Boats shall maintain its vessels, base of
operations,barge, and any and all docks, gang-planks, or other
methods of egress and ingress to its vessels and base of operations
in a well-kept, clean, sanitary, safe, lawful and comfortable
condition.
2. River Boats will, at all times, make its passenger
boat services available to the general public.
3. River Boats will not allow its passengers to leave
the vessels, barge or the base of operations with any beverages or
food purchased from River Boats. It is recognized that passengers
for some charters may provide their own food and beverages and, in
those instances, the passengers may leave with those items.
4 .
merchandise
merchandise
River Boats will not hawk, peddle, or sell any
from Watergate Marina land. Souvenirs or other
may be sold from the vessels.
5. With respect to refuse or rubbish generated by or
resulting out of River Boats' operations, River Boats will use its
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best eFforts to maintain the land around the base of operations and
paths or common courses of exit and entry from parking areas to the
base of operations in a clean and sanitary condition, and free from
refuse or rubbish which accumulates on its vessels, base of
operations, land around the base of operations, or which otherwise
is generated or results from River Boats' operations.
6. River Boats shall be responsible for providinq for
and paying the costs related to the collection and disposition of
any trash or refuse that accumulates on its vessels, base of
operations, land around the base of operations, or is otherwise
qenerated or results from River Boats� operations.
7. River Boats shall not install, use, generate, store
or dispose of in or about the premises or any waters of the State
of Minnesota any hazardous substance, toxic chemical, pollutant,
waste material, or other material regulated by the Comprehensive
Environmental Response, Compensation and Liability Act of 1985 or
the Minnesota Environmental Response and Liability Act or any other
similar law or regulation, including without limitation any
material containing asbestos or PCB, excepting normal waste that is
lawfully contained in the septic systems of the vessels and base of
operations, or normal bilge.
8. River Boats shall take all necessary precautions and
exercise such supervision as may be necessary to ensure the safety
of passengers, visitors, employees, and all others while on the
vessels, base of operations, during boarding and disembarking and
to and from passenger's parking locations.
9. River Boats shall be responsible for securing any
necessary construction permits, archeological surveys, U.S. Coast
Guard, Minnesota Dept. of Natural Resources or U.S. Army Corps of
Engineers permits or licenses, and any needed State or Local
licenses, permits or authorizations.
10. River Boats shall be responsible for any and all
applicable taxes, levies or assessments which may be assessed
against its operations.
11. River Boats shall be responsible for all day to day
operating expenses of the operation.
12. The City shall maintain the areas of Watergate
Marina used for parking of River Boats� customers in a well-kept,
clean, sanitary, safe and lawful condition.
�. signage:
1. River Boats may post and maintain signs, at its own
e�ense, at three locations: (i)up to two (2) signs at the entrance
to Aidden Fa11sJCrosby Farm Park at the intersection of Shepard
Road and Crosby Farm Road; (iij at the entrance to Watergate
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Marina as it leads off of CXOSby Farm Road; and (iii) at the shore
line abutting the premises and visible from the parking location.
2. All proposed signage shall first be approved by the
City, as to size, content, and location, and must be approved by
the Minnesota Department of Transportation if necessary and
otherwise comply with all applicable federal, state, municipal and
local statutes, laws, ordinances and requlations. All proposed
signage shall comply with the requirements found in the Minnesota
Manual on Uniform Traffic Control Devices, Part II-I, §2I-a through
2I-7. The City agrees to provide specifications to River Boats to
assist it in complyinq with this provision within 15 days of the
execution of this agreement.
ARTICLS VI
INDEMNIFICATION
VI.1. River Boats agrees to indemnify, defend, save and hold
harmless the City of St. Paul and any agents, officers and
employees thereof from any loss, injury, death, or damages to
persons or property and all claims, demands, actions or causes of
action of whatsoever nature or character which may be suffered or
sustained by any person, or other legal entity who may at any time
be using, occupying, visiting or otherwise present on River Boats�
vessels, base of operations, or the premises, if the loss, injury,
death, or damages shall be caused by or in any way result from or
arise out of any act, omission, or negligence of River Boats, its
owners, operators, employees, agents, or any visitors, passengers,
customers or any other person or legal entity present on the
premises, vessels, or base of operations.
V2.2. Furthermore, River Boats agrees to hold the City harmless
and indemnify it for any and all charges, penalties, or assessments
imposed for any violation of any laws, ordinances, or regulations
arising out of actions or omissions of River Boats or its agents,
operators, or employees.
ARTICLE vii
LZABILITY COVERAGE
VII.1. In order to honor its duty to indemnify the City, River
Boats shall provide, at its own e�tpense, a general liability
insurance policy from an insurance carrier licensed to do business
in Minnesota in which the City shall be named as an additional
insured, which policy shall aover the entire term of this agreement
and any additional time during which River Boats may be located at
or operating from City property, and shall cover injury to persons
or property arising out of the operations or activities of River
Boats in amounts of not less than Three Hundred Thousand Dollars
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{$300,000.00) where the claim is one £or injury or death by
wrongful act or omission and Seven Hundred and Fifty Thousand
Dollars ($750,000.00) for any number of claims arising out of a
single occurrence. If the maximum liability is modified by the
legislature, River Boats shall be required to provide coverage
adequate to cover up to the limits of the City's maximum liability.
VII.2. To the e�ent that River Boats intends and desires to be
held privately responsible for claims up to Two Aundred Thousand
Dollars ($200,000.00), River Boats shall be allowed to self-insure
up to this amount, provided first that it maintains a general
liability policy for claims exceeding this amount up to the limits
addressed above and, further, that it maintains at all times a
certificate of deposit or treasury savings account as collateral in
the amount of self-insurance it decides to self insure itself for.
River Boats shall at all times guarantee and maintain the
certiEicate of deposit or treasury savings account in the full
amount of self-insurance provided puXSUant to this agreement for
the purpose of satisfyinq any judgment against the City. Prior to
this agreement becoming effective, River Boats shall execute a
written agreement with a federally insured Bank or other financial
institution, lawfully doing business in the State o£ Minnesota, and
issuing the certificate of deposit or treasury savings account,
which requires the bank to notify, in writing, the City of St. Paul
through its Manager of Special Services, Parks & Recreation
DiVision of St. Paul, at 300 City Hall Annex, 25 W. 4th Street, St.
Paul, NIN 55102, not less than thirty (30) days before the
certificate of deposit or treasury savinqs account is transferred,
encumbered, posted as collateral for any other debt or obligation,
gifted, devised, or otherwise compromised. However, if there are
pending claims against the City, the agreement, shall provide that
there is to be no suah transfer or other compromise of the
Certificate of Deposit or treasury savings account without first
obtaining the City's express written consent. Any transfer or
compromise of the Certificate of Deposit or treasury savings
account, without the City of St. Paul's express written consent,
will automatically work an immediate termination of this agreement.
River Boats shall exclusively be entitled to any interest earned on
said certificate of deposit or treasury savings account.
Concomitant with the duty to indemnify, River Boats also agrees to
apply the funds held as self-insurance to any claimant who secures
a judgment against River Boats or the City arising out of any claim
for damages in connection with River Boats operations, subject to
the terms of the obligation to indemnify. Furthermore, River Boats
e�cpressly agrees to cooperate fully with the City in investigating
any and all claims for damages brought by the City or third
parties. To this end, River Boats agrees to provide the City with
any and all documents relating to any claims including, without
limitation, insurance forms, written reports, records of repairs or
damages, any and all statement of witnesses, photographs, drawings
or other related visual or audio recordings or depictions. River
Boats shall also make available its officers, employees and aqents
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for oral interviews or depositions and shall timely comply with all
discovery requests.
ARTICLE YIIZ
ASSIGNMENT
vZII.i. River Boats shall not assign, transfer, sublet, pledge,
mortgage or otherwise transfer rights and responsibilities
(hereinafter referred to as an "assignment'�), delegated to it under
this agreement to any third party; nor shall any assignment of the
rights and responsibilities designated to River Boats under this
agreement be effectuated by operation of law or otherwise, without
in eaah such case obtaining the prior written consent of the City,
which consent shall not be denied unless the City makes a good
faith determination that the proposed assignee lacks sufficient
financing or experience to assume or maintain a passenger vessel
operation, has a felony criminal conviction in the past ten (10)
years, or otherwise has a history of past business practices or
e�cperiences indicating unsuccessful ventures or poor business
practices or business judgment.
VZI2.2. If River Boats desires to make an assiqnment, it shall
first notify the City of its desire to do so and shall submit in
writing to the City (i) the name of the proposed assignee, (ii) the
nature of the proposed assignee's business, (iii) a copy of the
proposed assignment agreement and any other agreements to be
entered into concurrently with such assignment, including full
disclosure of all financial terms, and (iv) such financial
information as the City may reasonably request concerning the
proposed Assignee. River Boats shall pay the City a reasonable fee
for the City's expenses, including attorneys' fees, in reviewinq
such proposed assignment and in reviewing the proposed assignee�s
financial ability to assume the agreement, said fee not to exceed
$500.00.
VIZZ.3. If, at any time during the term of this agreement, there
shall occur any change in the identity of any of the persons,
including Harry Eugene Cassidy, (excepting his immediate family),
presently having power to participate in or control the day to day
operations of the corporation River Boats, or any other change in
the corporate structure of River Boats, or the transfer or
alteration in the method of control or decision making regarding
River Boats, such change or alteration shall be deemed to be an
assignment. Any such change shall work an immediate termination of
this agreement unless such change is first approved by the City in
the manner provided above for other assignments.
ARTICLE I%
IMPROVEMENTS
I%.1. River Boats shall be responsible for all costs incurred
in establishing and maintaining services to its operation,
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including site preparations and improvements and the establishment
or extension of any necessary water and electrical services from
existing locations. Any proposed improvements shall first be
approved by the City. Site improvements shall be limited to those
necessary to qain access to the base of operations and vessels via
stairs, ramp, dock and/or gangplank. River Boats shall be entitled
to install no more than two vandal lights, without prior written
consent of the City. The kind and quality of said lights shall be
first approved by the Manager of Watergate Marina and sJhe may
refuse any lights which s/he reasonably believes would interfere
with the enjoyment of other slip lessees. The City will permit
River Boats to obtain water from Watergate Marina via the use of
hoses for the vessels and base of operations.
I%.2. All site improvements and extension or establishment of
services shall comply with all applicable federal, state, county
and local laws, regulation, ordinances or other lawful requirements
or limitations. All improvements and extensions shall be done in
an orderly and workmanlike manner and shall not materially alter
the appearance of or limit access to Watergate Marina. River Boats
shall be Zequired, at the City's option, to remove any and all
improvements upon termination.
I%.3. River Boats shall bear the cost and shall fully and
promptly pay for all gas, heat, light, power, telephone service,
and other public utilities of every kind furnished to the premises,
with the exception of water used via hoses, throughout the term of
this aqreement.
I%.4. Should the City expand Watergate Marina or alter its
configuration so as to displace River Boats' location of operations
the City shall bear all costs in relocating, including the
extension of necessary services to River Boats within Watergate
Marina at a location acceptable to both parties.
ARTICLE X
TERMII3ATION
8.1. If either party shall fail or neglect to observe, keep,
or perform any of the terms, conditions, requirements or
obligations contained in this agreement on its part to be observed,
kept or performed, and the default shall continue for a period of
thirty (30) days following delivery of written notice specifically
describing the alleged default and a demand that it be cured, then
the party not in default shall have the right at its option, on
written notice, delivered to the defaulting party, to terminate
this agreement, effective immediately. If either party fails or
neglects to observe, keep or perform any of the terms, conditions,
requirements or obliqations contained in the agreement on its part
to be observed, kept or performed, on two (2) or more separate
occasions, then the party not in default shall have the right, at
its option, on written notice, delivered to the defaultinq party,
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to terminate this agreement, effective immediately, regardless of
whether or not either or both of the breaahes have been cured.
%.2. Upon termination of the agreement, in the manner provided
in Article X.1, River Boats shall vacate the premises within si$cty
(60) days. If River Boats fails to timely vacate, the City may,
without further notice to River Boats, have the right immediately
to enter and take possession o£ the premises with or without
process of law and to remove all of River Boats property and
improvements from the premises and all persons occupying the
premises and to use all necessary force therefor and in all
respects to take the actual, full, and exclusive possession of the
premises without incurring any liability to River Boats due to
repossession. In furtherance of any repossession, the City may
have the base of operations, barge, and vessels removed from the
premises. Furthermore, the City shall be entitled to Percentage
Payments accrued up to the date of repossession. If it is later
determined by a court of competent jurisdiction that there was no
basis for termination resulting in the exercise o£ the City's
rights under this paragraph than the City will be responsible for
damages resulting from any repossession, as provided for by law.
5.3. With the exception of removable docks and improvements to
vessels, upon termination of this agreement the City shall become
the owner of any and all improvements made to the premises and
River Boats is prohibited £rom removing or destroying any such
improvements.
%.4. Termination of this agreement, in the method provided
for, shall not operate as a bar to any other lawful action or
process available to either party.
%.5. The City, at its expense, shall promptly remove any
navigational obstructions such as cable, pipes, stumps and other
debris along the West shore of the harbor, which interfere with the
navigation or mooring of River Boats' vessels in the harbor.
%.6. The City shall be responsible for designating the
original and any subsequent placements and locations of the River
Boat's vessels and base of operations. River Boats shall bear the
cost of the original placement and location, subject to Article
II.3, above.
ARTICLE XI
ADDITIONAL PROVISIONS
%I.1. Waiver: A waiver by either party of any breach of this
agreement is not a waiver of any other or subsequent breach of this
agreement.
BI.3. Attorneys' Fees: In the event that any action is filed
in relation to this agreement, the unsuccessful party in the action
shall pay to the successful party, in addition to a11 the sums that
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either party may be called on to pay, a reasonable sum for the
successful party's attorney fees. This provision does not apply to
legal fees for outside counsel who represent the City.
%I.4. Entire Agreement: This agreement constitutes the entire
agreement between the parties. No representations, warranties,
undertakings, or promises, whether oral, implied, written, or
otherwise, have been made by either party hereto to the other
unless e�tpressly stated in this agreement or unless reduced to an
amendment executed in the fashion provided for below.
%I.S. Amendments: Any amendments or modifications to this
agreement shall be in writing, shall be attached to and iaade a part
of this agreement, and shall, if necessary, be first approved, as
to form, by the St. Paul City Attorney's Office and executed by the
same parties who executed the original agreement, or their
authorized representatives.
BI.6. No Partnership, Joint Venture, or Fiduciary Relationship
Created Hereby: No�hing contained in this agreement shall be
interpreted as creating a partnership, joint venture, or
relationship of principal and agent between the City and River
Boats. River Boats is prohibited from expressing or implying any
such relationship or using any City of St. Paul logos in any
advertisements, brochures or other medium.
%I.7. Severable Provisions: Each provision, section, sentence,
clause, phrase, and word oP this agreement is intended to be
severable. If any provision, section, sentence, clause, phrase,
and word hereof is illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the leqality or
validity of the remainder of this agreement.
%I.8. Eminent Domain: If the premises or any part thereof, or
any abutting property resulting in lack of access to the premises,
are taken by virtue of eminent domain, this agreement shall
terminate on the date title vests pursuant to the taking. Nothing
herein shall in any way abrogate River Boats' rights with respect
to eminent domain, including the right to just compensation, if
any, in the event of a taking.
%I.9. Captions: All captions, headings, or titles in the
articles, paragraphs or sections of this agreement are inserted for
convenience of reference only and shall not constitute a part of
this agreement as a limitation of the scope of the particular
paragraphs or sections to which they apply.
%I.10. Force Majeure: This agreement shall automatically
terminate upon any act of God, civil riot or disturbance, war, or
natural calamity which renders the premises or either party
incapable of performing their obligations under this aqreement. If
the Force Majeure event is temporary in nature, such event shall
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act to suspend, rather than terminate performance.
IN WITNESS WHEREOF, the parties hereto have signed this
agreement the day and year first above written.
APPROVED AS TO FORM:
Assistant City Attorney
River Boats Inc.
B(%�� .ZL�C
ITS• (.. �
CITY OF SAINT PAUL
Mayor, City of St. Paul
Director, Finance & Management
Services
City Clerk
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RIVER BOATS fNC. LEASE : EXHIBIT A
6/2/98 B. Tourtelotte
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AN AGREE23ENT, dated this l� of ��
, 1992
by and between the CITY OF SAI T PAUL, Minhesota, hereinaPtar
called �'City'� and SASNT PAIIL YACHT CLUB, hereinaPter called
„ SPYC", � .
WIT23ES SETH :
I• The city znd SPYC mutually agree as follows:
A. That in accord with agreements and compensation herein
described, City hereby enters into a 10 year lease
with the SPYC, commencing the date of £irst signing of
this agreement for boat harbors commonly known as the
upper and Lower Harbors in the Mississippi River and
that portion of Harriet Islan@ and other city pronerty
adjacent thereto and as more particu2arly set forth and
outlined in Exhi.bits A and B.
�- 2hat this 2ease shall be extended at such time that the
Harriet Island Marina Plan (Marina Improvement Plan) is
implemented by the City, SPyC independently,
or the City and the SPYC jointly,
C
D.
That this lease agreement may be extended at the end of
the ten year term for an additional ten year term ip
tne Marzna Developnent Plan is not implemented during
the term of this agreement and the SPXC has met lease
requirements in an acceptable manner.
That the City with the cooperation of the Spy� �
cancel this agreement by giving the SPYC three hundred
sixty (360) days written notice when due to changas in
the 1992 proposed use of the area and any construction
that may cause major new configuration oP the area
affecting the marina which may affect the
SPYC and its administration of the area.
1• In this event the City will use reasonable efforts
to Pind a suitable location for the SPyC to
relocate to, either temporarily or permanently
within or in the vicinity of Harriet Island Park.
The City sha13 see that such site has received any
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. . � . . . �y�-�� � .
•. necessa ' . . - • . • .. _ • . - .. . ' � . . �.
ry approvals if may need to be used as a � ����
marina site and its'use prior to the site being ��j'
offered to the SPYC. The SPYC shall have the right
to accept o� reject the Cityfs relocation site. I
the event that the SPYC rejects the City�s
offering, the City shall be under no further
obligation to provide a new location and the SPYC
shall abandon its present location as outZined in
the notice given.
�• Tn'the event.that the SPYC accepts the site
proposed by the City it shall be the responsibility
of the City to insure that access to the fo3lowing
utilities exist and are available to the Yacht
Club: water, sewer, electricity, natural gas and
telephone c.•ith cost to hook-up to utilities to be
borne by the Yacht Club. The City shall have
Pinancial and operational responsibility to
relocate those structures, equipment, etc, used
exclusively by the SPYC at the marina that are
owned by the City. It shall be the responsibility
of the SPYC to move a�l structures, equioment, etc.
owned by the SPYC to the new location. I the
cost to move any privately owned boats shall be
borne by the owner.
3• In the event that the SPYC believes that the City
has not provided a suitable location for the SPYC
to relocate to, the SPYC shall have the right to
recommend another locatiQn for consideration. The
City will not unreasonab�y reject such a recommen-
dation. However, the City does not have an
obligation to provide this recommended Iocation.
II• The SPYC agrees:
A. To maintain the leased premises in safe, clean and
orderly condition.
1. All docks shall be inspected on a daily basis to
insure that they are in a safe condition. The
SPyC shall repair any conditions that cause the
docks to be unsafe immediately.
2• The area shall be kept Pree of litter and
accumulated trash. Cleanup of the site will be
accomplished on a daily basis.
3. £quipment and other materials present at the 2�Iarina
sha11 be stored in an orderZy manner so that the
appearance of the PaciZity is clean and order2y.
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$• To cut the grass and maintain the immediate banks to �f�
; the waterline adjacent to bhe marina, marina ga�king ((�`�'� �
axeas and boat storage areas in the �
boat harbors. �
c• To provide an adequate number of trash receptac7.es in
owners andbtheir by boat
responsible for the removal of that trash.
D. To maintain in sape and good condition the steps and
aceess to and on docks in both boat harbors. -
E- To provide adeguate lighting for docks in both harbors.
F- �o install public telephones accessible to boaters and
visitors to the marina in each harbor.
�• To remove all marina boaters' and visitors' discarded
materia2s, parts and variaus dabris to maintain the
boat storage, work and parking area in a clean and good
condition in both harbors.
x• To furnish public dockage facilities and temporary
dockage for transient launches, other watercraft not
registered in the City of Saint Paul and dockage for
approved applicants as well as dockage Por SPXC
j members. The City approves twenty �ive {25) slips
initially to be provided for live-aboard usage. Any
increase or decrease in this number must be approved by
the City in written form to the SPYC statinq the number
of slips it has approved for this purpose.
2. To use the SPYC policy (sae attachment C) which has
been approve3 by the City, that sets the criteria for
slip assignments at the marina. Purther, it is
understood that residents of the City of Saint paul on
the waiting list by 15 3anuary of each year shall be
ofPered slips at the Marina each year bePore slips are
ofPered to non-Saint Paul residents on the waiting
list: Pending the Saint Paul residents meeting other
slip assignment requirements.
J• To furnish the City with its proposed rates foz
dackage, storage and of:her services by March 2st of
each calendar year. Tha City shall have the right to
approve or disapprove these rates. The City shal2 not
act arbitrarily or unreasonably withhold its approva2
of the SPy� proposed rate structure.
X. To enter into no husiness oP constructing motor boats
or other craft in the harbors around Aarriet Island or
adjacent land. Boaters with approved ciockage may
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engage in boat repair to their watercraft in the U ,���
marina, however any najor boat repair Work must be �
anproved by the SPXC_ Docks construction �
sandblasting in order to paint, welding andPcarpentry
may be done on boats berthed or to be berthed at the
site with SPYC approval. The SPXC and the City shall
jointZy determine an area where this work may occur.
In add-ition, the SPYC sha21 grovide a weather proof
building to facilitate ttiis work to be located as
agree`��to between"the City and SpYC.
I.. To naintain the docks fingers and boom clear of boat
owners materials except when stored in SPyC approveQ
contai:ners or when approved by SPYC board during
repair.
M. To n regular marina hours during the boating
seasoh keeping an employee on call and/or duty to
answer calls for service and to supervise the care and
maintenance of the harbors and tha adjacent marina area
used by the SPXC_ The SPYC shaZl provide the City with
a copy of scheduled worker houre Por each year by March
1 of that year. Any changes in these haurs will be
reported to the City by SPYC for concurrence.
N- To provide and maintain docY,s in qood condition, with
hookups Por water and electricity that are safe and
well maintained Por the use by braaters with assigned
slips.
fl. That the SPYC shall fuTnish between 130 and 145 s�ips
which can be rente8 to boaters. If fewer than i30
slips or more than 145 are to be provided, approval
must be received from the City.
P. To maintain on the boon a suitable restaurant and
restroom facilities to serve transient boat owners �
whose craPt are temporarily moored in the harbors,
marina slip users and the public during the normal
boating season.
Q. To provide for its membership a meeting place in the
mariha area which may be used by members Por private
activit2es and may be used by others when approved by
the board of the SPYC.
R• To cooperate with and provide such facilities `hat are
necessary and appropriate Por the City�s Fire
Department Harbor Patro2, U.S. Coast Guard, Coast Guard
Auxiliary, Ramsey County Sheriff Water Patrol, Sea
Scouts of tha Boy Scouts of America and the Naval Sea
Cadets.
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S• That the SPyC s ha 3 l�be�r�sponsible to remove and
dispose of debris that accumulates in the south channel
of the Mississippi River upstream of the Navy Zs].and
bridge. The Yacht Club shall receive a credit of
$5,000 per year to be applied against their lease
payment to the City for this service. �`he City�s
Departpent of Public Works will reimburse the pivision
of Parks and Recreation for this credit by , Tuly 1 of
each year.
T.
U
That the`S�PyC shall purchase and use a marina fuel
storage and dispensing system. Said system shall be
under the direction and control of the SPYC and the
SPYC shall be responsible for the periodic, legally
approved, testing of the �ank. The SPy� shall be
responsible Por the day to day maintenance oP the tank
to keep it in good operating condition. The SPyC will
provide gasoline for sale to the boaters during regular
hours during the boatinq season and by prior
appointment. The SPYC shall be responsible £or any
spill or damage to land adjacent to the tanks and/oz
any subsoil cleanup ordered by appropriate authorities.
To provide a pumpout facility for all boaters use
during regular hours of the normal boating season.
V. To conform to city, state and Pederal safety, health,
' accessibility and environmental standards and to
cooperate with tize appropriate agencies to achieve such
objectives.
w. That the SPYC at its option sha2l make the upper harbor
and lower harbor docks and boam handicap accessiY�le
within five (5) years of the signing of this agreement
or at such time that the Harriet Island Master Plan is
implemented. '
X. That the City at its option sha21 make access to the
upper harbor docks and lower harbor boom and docks
handicapped accessible within five (5) years oP signinq
of this agreement or at such time that the Harriet
Island Master Plan is impiemented.
Y. The SPYC will comply with state and federal fair
employment practice laws prohibiting discrimination on:-
the basis of an applicant�s age, sex, race or physical
status. This will also apply to persons seekina
.membership in the SPYC organization, '
5•
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't"_ City�agrees to-provide the £ollowing land seivices;
.!erial and supplies in such amounts and cruantities as the
City alone wi11 determine adeauate, trees, shrubs, benches,
asphalt, gravel, grass, snow removal, pol,ice security,
security fences, fire and emergency services and electrical
access to parking areas as well as narina and boom
restaurant to electric, telepnone, water, natural gas and
sewage removal. Additiona23y the City will provide water
service access to the area known as the iTpper Harbor at the
time it imglements the Harrket Island Master Plan or at
such time that is�efionomically Peasible due to other
construction or development in the area. The City sha11
determine if it is in its best interest to provide this
service at such time or wait until the master plan is
implemented.
General Agreements:
3 A.1 That the daily, general maintenance of the present or ^
`� any new floatinq boom and its use by the public and for
temporary dockage of watercraPt shall be under the
direction and control of the SPYC. The City shal� have
the responsibility to provide najor maintenance repair
anci/or replacement of the boom. The SPYC shall inspect
the boom daily during the normal boating season and
weekly during the remainder of the year to insure it is
in goo@ repair. The SPYC shall make any minor repairs
naeded and they shall notify the City immediately if
any major repairs become necessary.'
. ,
B. The City will provide a stiffleg derrick and derrick
house which is to be operated, tested and maintained in
gaod condition by the SPYC. At such time as the City
provides a travsl lift well, the SPYC will provide,
operate and naintain a travel lift.
C, The City will periodically inspect the leased premises
and inform the SPYC in writing of any conditions
needing attention necessary to comply with iease
obliga'cions.
D. The City will be responsible Por the shared areas of
the agreement and directs the SPYC to cooperate with
the Aarriet Island river boat operation by making
available a reasonable portion of the leased marina
p�operty for cooperative and shared use with the river
boat excursion operation during the boating season.
Any disputes as to responsibilitY, control or use of
the shared area referenced in this agreement shall be
the sole perogative of the City.
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• : : • Th�t-�tio improvements,�construction,_ �lterations of an . '���
, kind will be undertaken by"the SPYC as to.the leased y.•
� premises �ithout the prior reviesr and approval of the G�I
city in �rriting. V ��,�
i
F. That the SPYC shall be permitted to store boats ar.d
other watercraft over the wihter season on the area
designated by the City for this purpose.
G. The City will provide SPYC with the City�s accident
report Porms_ These forms shall be filled out by SFYC
repsesentatives.in instances where accidents at the
leased premises are reported to or witnessed by Spyc
representatives. Completed reports shall be given to
the City without undo delay.
H. That a roster of the SPYC members, board members and
slip holders shall be furnished to the City of Saint
Paul's Manager of SpeciaZ Services by June 1 of each
year of this agreement beginning June 1, 1992.
�7. Revenue:
A. That in consideration for the outlined lease, the SPYC
sha11 pay the City twelve and one-ha1P percent
(12-1/2%) oP all zevenues that the SPYC receives
through the xental of Summer and Winter dockage and
,' storage.
B• The annual payments shall be made in increments as
follows: estimated one-half of revenue amouat on June
3, and the remainder by the following December 15 of
each calendar year.
C. The SPYC may apply the $5,000 credit it receives from
clearing and disposing of the debris it removes from
the Navy Island bridge area as part of its estimated
payment due June i of each calendar year. (See Section
ZZ, Paragraph S)
D. That the SPYC may propose to the City certain
improvemer� projects foz the betterment o� the marina
and park area where the City has the primary
responsibility, for which the SPYC wi21 be credited at
the rate of Nine Dollars ($9.00) per parson hour worked
by SPYC membezs. The work credit rate shall be subject
to adjustment at five {5} year increments as jointly
agreed to by SPYC and the City. These credits may be
deducted from the fee that the SPYC oWes to the City
for any one calendar year. At no time will credits be
carried over Prom one (1) year to the next unless the
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. SPYC receives Written apgrova2 £or such carryover fro�
the City. It is understood that only those projects
that the City agrees to in writing nrior to start-uo
shall be eligible for th2s deduction. The prajected
accessibility work outlined in Parzgraph II W, shall be
eligible for this credi...
E
F.
The City has the right to inspect all books and recox-ds
pertaining to the oger�tion of the marina by SPYC. The
City._shail be.granted inspection of said books and
records by providing the SPYC with written notice oP
its desire, the SPYC shall have fifteeh (15) days to
provide such required data to the City.
SPYC �;ill provide tne City c✓ith an annual audit that
outlines a11 revenues received and expenses paid during
the past year. Sucn audit shall be done by an external
auditing firm. The City shall receive its copy of the
audit by Yebruary 15 eech year_ It is acknowiedged
that the SPYC's fiscal year runs from January 1 to
Decenber 31.
G. This agreement may be terminated at any time by either
party provided that three hundred six.ty (360) days
written notice is given from one party to the other oP
the intent to tenninzte this agreement and the
termination is agreeable to both the SFYC and the City.
H• Th2t the SPYC agrees to save and hold the City harmless
from any and all claims arising out of the SPYC lease,
use, and operations granted hereunder, and in order to
give this indemniPication force and effect, the SPyC
shall grovide, at it's own expense, public liability
insurance naming the City as additional-insure3
thereon, and said insurance shall be in the aggregate
sum of Six Hundred Thousand Dollars ($600,000) or such
sum as set by the leqislature of the State of Minnesota
as to the City�s exposure in liability cases. In the
event that Iiability caps for municipalities are
eliminated the amount of liability insurance that the
City wi21 require SPyC to carry wi11 be determined
solely by the City�s City Attorney, it being understood
that the City Attorney shall not act in an arbitrary or
capricious manner.
I• That ths 5PXC shall provide the City a copy of all
agreements or contracts between "the SPYC and any party
who will assist the SPYC in carrying out the
stipulations of this agreement.
.-�
��-��
0
C:�Ya -e'.s L
Th�t for the purpose of.the administration�of thi:s,iease; the
Ci�y�s representativ2 shall be the�-Superintendent of Parks and
Recreation and the SPYC's representatiSe shall be the Commodore
�Q�.
� Q�����
��
I23 WITNESS A£REOF, THE REPRESENTATIVE PARTIES HAVE SET TFiEIR
HP.PIDS AS FOI,LOWS:
APPR-9ED AS Tp ORH�
��/,_.,���`f �,�1.�.
City Attorney !i
f
CITY OF SAINT PAB3,:
�,•,����
Mayor, City of Saint Paul
Da
� -"" ..�- �..,,,
S�Tg�fintenden o Parks and
Recreatian
/r� �.� (�� _ .
Dlrector, Dent. oP Finance &
Ma� e r Se ices
Dis�ector, Depf of P blic
Works � K-��
Date
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r� zi , 1996
Nfr. Robert Puam
D"uector, St. Paul Pazks and Recreation
Ciry Hall Annex
25 West 4th S�eet
St Paul, Minnesota, 55102
Dear Mr. Piram:
I am v+riting to follow up on our conversation reaazding the administration of the new City Dock As we
discussed, the Saint Paul Yacht Club t�as been working on a outline proposal to administer the dnck
With the City planning to seek zequests for pioposals (RFP) for new businesses tn be maored on the City
Dock ]ocated in the Lower Harbor of the SL Paui Yacht Club. We svbmit, the Lease Ageement entered
into between the City and the St Paul Yacht Club �ants the Club conuol and administration of ihe Lower
Harbor including the new City Dock. Be advised that any RFP for businesses located in our harbors must
comply with and be in accordance with our Lease Agreement and respect the rights of the St Paul Yachi
Club. These other uses of the Dock must be compatible with the current operadons of the marina and not
conflict with the reasonable rights of the St Paul Yacht Club as ganted in our Lease Agrerment
It appears appropriate for the Ciry and the Club Io establish and agree on underlying criteria for the use of
the Ciiy Dock. In that regazd, we have prepazed a rough wUine tt�at represents some of the ideas we
would like to discuss with you and update our tease agreement accordingly. We aze ready to Lave a
meeting to discuss our proposai aY any time, piease let me know when we can a t tagether
Neil DenBleyker
Commodore
Saint Paul Yacht Club
11
^�
C `���� t
i'
CC: Gerald E Frisch
�
�
MA,VAGEMENT OF CTfYDOCK
SIGNS
• The City will provide appropriate signage as agreed by the parties.
STAFFING , ` ..
• Ciry Dock to be sta$'ed by SPYC
- by staff during the week
- by gas dock attendant during the weeicend
• If a special event occurs which causes the SPYC to provide additional staff beyond the above
parazneters the City will compensate SPYC through lease reduction.
OPERATION
• Visiting boau during the day will stay free of chazge. Signs will assist boaters as to where to rie up.
• Ovemight guests will pay a fee common to the SPYC rates for transients. (SPYC keeps the fees)
• Short term day visitors will stay on the river side.
• AII docking of boau on the inside of the dock must register with the SPYC as to prevent potential
conflicts of blocking access or egress for SPYC boaters.
• Ovemight guests will stay In the SPYC fiarbors. In the event accommodations in the SPYC harbois
aren't possible, guests will stay on the river side uniess directed otherrvise by the SPYC. This is to
prevent blocking access or egress for SPYC boaters.
• City to provide an honesty box on the dock for late arrivals.
• Ovemight guests will register with the SPYC attendant or use the honesty box.
• SPYC to monitor channel 16, and a l�arbor communications channel to communicate with boating
guests.
• Baaters staying for more than 4 hours during the day will rea ster with SPYC attendant Appropriate
signs so advising.
RESTROOMS
• City to provide public restroom and trash facilities near or on City Dock.
PARKIlYG
• City to provide appropriate parking Signs to indicate azeas and use. for the multiple use of the area
CLUB HOUSE
• The SPYC shail at some point in the future be given a place on the City Dock for a club house
facility.
PHASE II
• Upon the compledon of Upper Harbor Phase II project the SPYC the Ciry shalI study the City Dock
issue and adjust as needed.
ELECTRICAL
• City to instaIl electrical plugs customaxy ma,;na Standard for transients. (30amp,125volt)
USAGE
• The SPYC shall be a participant in the seIecLion of potential Iease holders on the City Dock No
tenant should be considered whose operation or physical presence comes into conflict with tfie SPYC
lease.
SAFETY & SECIIRITY
• The City and SPYC will work together to deveiop safety & security infrastructure and procedures.
• The SPYC shall have the authority to enforce dock rules.
• Pack Police will patrol the dock, particulariy after hours. All Boats moored at the dock without
proper registration will be required to leave.
• Dock hours will be prominently dispiayed at the ramps to the dock and at mooring locations.
MAINTENANCE
• The City will maintain the City Dock as it applies to repairs and routine issues such as trash zemoval,
bulb replacement etc.
• The SPYC shall perform routine inspections of the dock and inform the City of needed repairs. The
City is responsible for general inspections as necessary to insure a safe facility in ihe pazk system.
• SPYC to check the Ciry Dock daily. Routine removal of debris by SPYC sta$ and equipment City to
confinue the $SK lease compensation to SPYC. In the event a lazge debris snag occurs that the SPYC
equipment can't handle the City will be notified and other arrangements for removal will be made by
ffie City.
• In the event of a floating faciliry being placed at the head of the City Dock a properly designed debris
deflector should be installed to prevent a mass of flotsam from clogging the head azea of the dock
INSURANCE
• The City shail hold such insurance on the City Dock so as to hold harmless Yhe SPYC from damages
that may result from its use. The SPYC shall under its own policy cover itself and staff from any
negtigence that may result from our part.
RECOMMENDED
• City to provide a pay phone on or near City Dock for the convince of the puhlic and a link to
emergency personnel.
• A list of public events in the Harriet Island azea be provided {o SPYC to facilitate staffing and
planning.
o�
J � ; .�� i
SAINT PAUL YACHT CLUB
HARRtEi ISIAND
10D YACNT CLUB ROAD 9B1
S7. PAUl., MINNESOTA 55107-2030
6i2-292-8964
Fehivary 1, 1497
Robert Piram
➢irectar af Parks and Recr�ation
300 City H�li Axmex
25 4Vest Faurth St.
SaintPaul,Nfinnesata S�i02
i3ea� A�r. Pirarrt
I am writir�g to e�press the Ssisrt Paul Yaeht Cluh's cartcesn regarding the req�test £or
proposai tiie City �as salicited it�r 13�e restaurant on the �'ublic Doctc. As you kuow the
publ'sc dock is tae2ted wi¢I�� the properiy the Yaclrt C2ub leases £rom the City o€ �a�
Paul. Ii is t�e Yacht Club's positio�, tha# any facilit� proposed ta be lac�ted ,vil�in cxzr
xease premises must meet cvith our approval At t�tis time the Yac� eluh has not given
i�'s approval fQr any facility beys�nd what is cunently iocatad an the dack.
Vi�e are awas� t�ie �iry is iu the process af reviewi�g proposals for a facitity tltat wwitd
i�friuge on the Yacht �iubs use o£ the Lower Flarbor Miller pock, and t3ierefQre would be
unacceptaty2e ics us. We s#and ready to wark with the City an proposats #hat tuoutd not
conflict with t�e operation of our mari.cia ar �vould not unreasanahly in£ringe on t�ur lease
rights.
SincerEiy
Neit 33enBleyker
Commodora Saini Pau31'acht C1uta
15 u
�,�� �
�
ce Counci2 Pres�dent David T'hune
SAINT PAUL YACHT CLUB
HARRlETISLAND
100 YACHT CLUB ROAO �81
ST. PAUL, MINNESOTA 55107-2030
fi12-292-8964
Febreiary I, 1097
David Thune
Ca�xncit President City of Saint Paut
31fl Ci#y �ia]i
I S West Kellog Blvd.
Saint i'aul Mn�nesota 55102
Bear Dave
I am writing yau tF�s Ietter based on yo� conversation rvith Dave Engfer, concenung
issues pertain'ssig #o our iease wi�h #he Cit�} of 8aint Faul. I havs 3iad severa�
conversatiovs wiCh Ms. Piram re�ard'ang faci�i#�es propased to be Iocafed ou the Publlc
Dock. in aur eonversatioas ivlr. Param has not recogriized the 'Yacht C3ubs rights under
Qur lease with the City to agprave or disapprove facititics prnpased to be located in our
leased prernises. Enciased yau will f nd a leCter' stating our posifion regarding Y1us matter,
Wa agpreciate ynur offer tcs assist �s in this matter. We stand ready to meet with you at
your �es# aonveuience.
YQUrs tritly
1�
q�"���
�ei1➢en �Iey�er
Cainmadore Saiut Pan1 Yacht Club
Council File # � " �0 �
o�����A�
Presented By
Referred to
Committee: Date
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
WHEREAS, Riverboats Inc. has brought suit against the City of Saint Paul and
Robert P. Piram, Superintendent of Parks and Recreation, in the T7nited States
District Court, District of Minnesota, Third Division accusing the City and Robert
Piram of treating Riverboats Inc. unfairly in regard to its desire to operate a boat
excersion business from City Parkland along the Mississippi River, and;
WHEREAS, the above referenced litigation was to be tried on March 4, 1996, and;
- WHEREAS, the parties have determined it is in their best interests to resolve
the litigation by means of entering into two agreements which are attached hereto as
Exhibit A and B and by the payment of 525,000 to Plaintiff by the City, and;
WHEREAS, it is the intent of the parties to submit Exhibits A and B to the
Mayor and City Council of Saint Paul and others as more fully set forth in Chapter 86
of the Saint Paul Administrative Code for approval;
NOW THEREFORE BE IT RESOLVED, that the proper city Officials are hereby
directed and authorized to enter into the attached Settlement Agreement with
Riverboats
Reques ivision of Parks and
Rec ation
�
� �,� y: �.�___._
Form Approved by City Attorney
Adopted by Council: Date � o�i„. � \���
�-�--�
Adoption Certified by Council Secretary
By
��
By:
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Green Sheet # � ��q
�
By: �' `�t'•t�-� �i--2�
., o►_�nA
- „ - .
DEPARTMENpOFFICE/COUNGL � , , DATEINRIATED GREEN SHEET 1O � NO. 62729
Parks and Recreation ��� 29 � 998 v
CONfAGT PEfl$ON AND PHONE INfMUDATE INfTIAlAA7E
Bob Piram (226-6410) .----�� � DEPAR(MENTDIftECTOR Q� CfSYCOUNCiL
ASSIGN �.
NUMBER F01� Z CRV ATTORNEY _CfiY CLEflK
MUST BE ON COUNGL AGEN�A BY (DATq ROtmNG
OBOEx _FlNANCIALSFRVICESDIq.
ASAP 3 MAYOR (OR ASS 5 Parks & Recreation
_ �/ `�.
TOTAL S OF SIGNAiURE PAGES � (CLIP ALL LOCAiIONS FOR SIGNATUHE)
ALTION FEQUESiED:
Signatures of the Superintendent of Parks and Recreation, the City Attorney, the Mayor and passage of the attached
resolution 6y the City Council, which allows City staff to enter into a setttement agreement with Rivesboats Inc.
REGOMMEN�ATIONS: Approve IA) or Re�ea IPo PERSONAL SERVICE CONTPACTS MUST ANSWE6 THE FOLLOWIN6 QUESTIONS:
_PLANNMG COMMISSION _CIVIL SERVICE COMMISSION �. Has this oersonlfirm ever worketl untler a comract for this tlepartmerrt?
CIBCAMMiTTEE _ VES NO
A STAFF 2. Has Mis personlfirtn evw been a city empbyee2
-- YES NQ
DISTFICT COUNCIL
— — 3. Does [his persoNfirm possess a skill no[ normally possess¢tl by any curren[ crty employeet
SUPPORTS WHICH COUNCIL OBJECTIVE? YES NO
EzB�ain all Yes answers on sapararo shaex antl ettac� m grean sheet.
INITIATING PFOBLEM, ISSUE, OPPOflTUNITY IWho, What When, Where, Why):
Riverboats Inc. has filed suit against the City in connection with its desire to an excursion business from a City park
along the Mississippi River, The attached settlement agreement outlines conditions which have been negot[ated to
setile the suit.
ADVAPITAGES IF APPflOVED:
The suit is setTled. A ��' �� �99�
���It3R'� L3F�1�'�
DISADVANTAGES IF APPROVED:
The City will be in business with Riverboats Inc. and wiil pay them 525,000 for attorney and other costs.
DISADVANTAGES IF NOT APPflOVED: .
The suit will go forward, the City Attorney's Office be4ieves that the City could lose the case and be expected to pay
more than the proposed settlement.
TOTALAMOUNTOFTRANSACTION S #Z �OS�IREVENUEWDGEfFD(CIRCLEONEI VES NO
` '�
Fl1NpIN650URCE Tort Liabilitv fund ACTiVITYNUMBER .. n%�'+�'
, .I, o � a m� .. _ -
FINANCIAIINFOFMATION: (EXPLAIW
The City will pay Riverboais Inc. 525,000 towards its fegai fees and other costs.
��� � 4 ����
` ��..g�o9
SETTLEMENT AGREEMEP3T
This settlement agreement is entered into between River Boats, Inc. and the Ciry of St.
Paul (Ciry) and Robert Piram who aze parties to the litigation pending in the United States
District Court, District of Minnesota, Third Division entitled River Boats, Inc. v. The City of
Saint Paul and Robert P. Piram, File No. 3-95-517.
RECITALS
WHEREAS, the above-referenced litigation was to be tried on Mazch 4, 1996;
WHEREAS, the parties have determined 'at is in their best interests to resoive the
litigation by means of entering into two agreements which are attached hereto as E�ibits A and
B and by the payment of $25,000 to Plaintiff by the City;
WHEREAS, it is the intent of the parties to submit E�ibits A and B to the Mayor and
City Councii of St. Paul and others as more fully set forth in Chapter 86 of the St. Paul
Administrative Code for approval;
NOW, THEREFORE, it is agreed:
1. The City and Defendant Piram shall use their best efforts to obtain approval of
E�ibits A and B.
2. If E�ibits A and B are not approved by the City, the parties intend that this
matter shall be reinstated on the Court's calendaz so the litigation may proceed and Plaintiff will
be permitted to continue its operations as they existed in 1995 at Watergate Marina until the
litigation is concluded.
3. All settlement discussions, correspondence, writings (including E�ibits A and B)
were conducted and prepared pursuant to Rule 408, Fed. R. Civ. P. with the understanding that
a S •�'°�
information disclosed ar discussed in those contea�ts is not admissibie if this litigation proceeds.
4. No language contained in E�ibits A and B shall in any way be used by either
pariy as evidence of an admission or waiver of any azguments or positions if this litigation
proceeds.
5. Within 15 days of fmal approval and execution of E�ibits A and B, the Ciry sha11
pay Piaintiff $25,000 towazd its legal fees and costs.
6. After compliance with the terms hereof the parties shall execute a stipulation of
dismissal with prejudice without cost to either pariy except as set forth above.
RIVER BOATS, INC.
DATEL��-� 1998
/
DATED: , 1998
DATED: , 1998
� �
By'�dc�u � � :r,�--"r�c"�✓�
t`Hany E ene C sidy �
Its C �ef Executive Officer
C�T 1�2�f�`Y1�7�71i1
B y-
Its
P. Piram
2
°��'�°�
DATED: � � ( � 1998 PERRY,
�Y -�� � � � //�� f �'
Stewart . erry ( 8 30 )
Shawn M. Perry (#185000)
Attomeys for Plaintiff
402 Tow1e Building
330 Second Avenue South
Minneapolis, Minnesota 55401
(612)332-8100
DATED: , 1998 PEG BIRK
City Attornep
By
Theodore D. Leon {#230121)
Assistant City Attorney
Attorneys for Defendants
550 City Hall and Court House
St. Paul, MN 55102
(612)266-8747
�� � r � < �"" � a �.���
AGREEMENT
This Agreement is made and executed on ttris day of
1998, by and between the City of Saint Paul, hereinafter referred to as the "City" and River
Boats, Inc., hereinafter refened to as"River Boats."
ARTICLE I
RECITALS
W��REAS, River Boats desires to operate a floating restaurant on the Vessel
know as the ReJoyce at Harriet Island Pazk owned and operated by the City of Saint Paul,
and;
WI�REAS, the City recognizes that this operation would provide a benefit to the
public by expanding opportunities for the enjoyment of the Mississippi River and the City
of Saint Paut's riverfront environment.
NOW, THEREFORE, in considerafion of the promises and mutual covenants
herein contained, it is agreed as follows:
ARTICLE II
LOCATION APiD RELOCATION
II1. The CiYy hereby grants to River Boats the privilege af operating a floating
restaurant adjacent to the City's public dock, located in Harriet Island Park at the specific
site identified on E�ibit A attached hereto on the vessel currently known as the ReJoyce.
The ReJoyce shall be located within 10 to 15 feet of the location depicted on E�ibit A.
II.2. That the boat housing the floating restaurant must be able to anchor itself
and not need to use the public dock for any weight bearing tie-up purpose.
II3. River Boats' customers and personnel sha11 be able to use the public dock
for ingress and egress into the floating restaurant.
II.4. That in cases of emergency ot disaster such as flood or other natural act,
River Boats will vacate its location adjacent to the public dock if directed to do so by the
City's Superintendent of Pazks and Recreafion, Fire Chief, Police Chief or other Caty
official delegated such power due to the emergency. The cost of this relocation shall be
borne by River Boats. Further, River $oats will make no claim against the City £or lost
business or added eacpenses due to ihis temporary relocation unless the City was
responsible in whole or in part for the need to relocate.
II.S. That the City and River Boats acknowledge that conshuction projects in the
Mississippi River areas may be ongoing during the term of this Agreement and agree to
cooperate with each other if the construction causes the enterprise to be moved to a
� � .�09
different location temporarily. Such new location shall be as accessible as the original
location, as is reasonably possible and shall be made at the City's cost.
II.6. If it is necessary to perznanently relocate the restaurant from the original
location, the City sha11 at all times determine the new site of the restaurant at Harriet Island
subject to River BoaYs approval. The parties shall negotiate in good faith for an alternate
location. If it is the City that causes the move, the City shali pay for the relocation. In all
other cases any relocation costs shall be borne by River Boats.
ARTICLE III
TERM OF THE AGREEMENT
III.1. The term of this Agreement shall be fifteen (15) years. It shall commence
upon the commencement of the floating restauranYs operations and shall continue for
fifteen (15) years. The term shall end on December 31st of the fifteenth year. For
example, if the restaurant commences operations in 1999, this Agreement would terminate
on December 31, 2013.
III.2. River Boats may commence operations any time after the renovation is
completed as required in Article V.2., but shall commence operation of the restaurant no
later than Ju1y i, 1949.
III.3. Provided there are no uncured defaults of this Agreement, the City agrees to
enter into good faith negotiations for renewal of the Agreement at the end of the fifteen-
year term.
ARTICLE IV
SITE MAINTENANCE
IV.1. The City shall use its best efforts to maintain and keep the pazk area in,
about and adjacent to the area from which the enterprise will operate, clear of refuse,
rubbish and miscellaneous unsightly storage.
ARTICLE V
RENOVATION-CONSTRUCTION
V.1. The City recognizes that extensive renovation and construction is required
to make the ReJoyce suitable to operate as a restaurant.
V.2. River Boats agrees to renovate the ReJoyce prior to locating the vessel at
Harriet Island. The renovation sha11 be complete no later than July 1, 1999.
V.3. The renovation work identified in part V.2. shall be performed at a location
at the hazbor by the NSP Plant or under the "High Bridge" at the site depicted on Exhibit B
`a
a�
whichever is more feasible and the City will make available to River Boats at no charge for
use by River Boats to renovate the ReJoyce.
V.4. The renovation work identified in part V.2. shall be completed prior the
ReJoyce being relocated to the Hartiet Island site and that the boat shall be open for
business within two weeks of its move to Harriet Island, with only miuimal installation of
equipment and supplies such as tables and chairs to be accomplished unless otherwise
agreed to in writing between River Boats and the City.
V.S. All costs of this renovation, including utilities, shall be the responsibility of
River Boats.
ARTICLE VI
PAYNIENTS AND REPORTING REQUIREIVIENTS
VL 1. River Boats shall pay the City the greater of the following:
a. $2,400 or minimum flat fee per year; or
b. (1) 1.75% of gross revenues generated by the restaurant over
$350,Q00 for the first two years of operation;
(2) 2.0% of the gross revenues generated by the restaurant over
$350,000 for years three through eight; and
(3) 2.5% of the gross revenues generated by the restaurant over
$350,000 for years nine through fifteen.
VI.2. The minimum flat fee per year shall be paid by River Boats to the City as
follows:
a. $1,200 on July lst of each year of this Agreement;
b. $1,200 on October Ist of each year of this Agreement; and
a Any percentage payment due the City from the previous year by
February 15th of each year.
VI.3. River Boats shall keep at the floating restaurant, or at 495 Kenny Road, St.
Paul, Minnesota or at its current principal place of business, a permanent accurate set of
books and records which will accurately reflect and pernut the determinafion and
verificarion of the amounts due the City of Saint Paul under the Agreement. Such books,
records and accounts shall be available for inspection by the City between the hours of
9:00 a.m. and 5:00 p.m., Monday through Friday, inclusive by any duly authorized agent
of the City, at times of restaurant business opera6on.
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V.4. On or before the fifteenth day of Febniary of each calendar yeaz under this
Agreement, River Boats shall submit to the City a statement, in duplicate, showing the
total gross revenue received from the operation of the restaurant for the preceding year_
The statement to be submitted shall be in such form and contain such detail as may be
necessary to adequately account to the City in accordance with generally accepted
accounting principles, for the payments due under this Agreement.
ARTICLE VII
OPERATIONS
VIL 1. The restaurant must contain a sit down dinner element but may also contain
a fast food element. It is anticipated that the restaurant will be open to the general pubiic
with a family oriented ambience primarily offering a casual dining experience that wili
serve patrons who azrive from land and water. While the restaurant will attempt to attract
families, service is available to all people who wish to frequent the facility. There will be a
particular focus on serving patrons who aze visiting Fdan•iet Island and the waterfront.
VII.2. River Boats shal] operate the enterprise in a mannez which will be a credit
to the City of Saint Paul.
a. The facility housing the entetprise sha11 be kept in good repair both
inside and out. Painting will be done, as needed, in a timely manner.
b. The outside of the enterprise shall be kept free of trash and debris.
c. On-land facilities and areas which support the enterprise, shall be
kept in a clean condition.
d. Customers, guests and general public sha11 be treated in a polite,
sensitive and customer friendly manner.
VII3. The restaurant located on the public dock is intended to serve the users of
Harriet Island Pazk, therefore off=site catering by the facility shall account for no more than
15% of its annual sales.
VII.4. The operating hours of the floating restaurant shall be no earlier than 6:00
am. or later than the hours of Harriet Island Pazk, which is currently 11:00 p.m.
VILS. River Boats may exect signage to advertise and identify its enterprise. Such
signage shall be submitted to the City for approval for content and location prior to it being
erected.
VII.6. The patrons of the floating restaurant shall pazk their vehicles at a location
deternuned by the City. The patrons of River Boats shall haue access to public parking
adjacent to the public dock. It is understood that the exact location of the parking has not
been determined and is dependent upon the final design of Harriet Island. The City shall
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have the right to dictate alternate parking locations that are reasonably close to the public
dock.
ARTICLE VIII
DEFAULT AND CURE
VIII.1. If River Boats fails to comply with any material term of this Agreement, the
City shall have the option to declare this Agreement in default. If the City chooses to
declaze this Agreement in defauit for a breach by River Boats, it shall provide written
notification of the breach by registered mail. If River Boats does not cure the breach
within thirty (30) days of receiving the written notice, the City shall have the right to
terminate this Agreement after the 30 days expires or to bring an action in a court of law.
VIII.2. If the City fails to comply with any material term of this Agreement, River
Boats shall have the option to declaze this Agreement in default. If the River Boais
chooses to declare this Agreement in default for a breach by the City, it sha11 provide
written notification of the breach by registered maiL If the City does not cute the breach
within thirty (30) days of receiving the written notice River Boats shall have the right to
terminate this Agreement after the 30 days expires or to bring an action in a court of law.
ARTICLEIX
TERMINATION
IX.1. This agreement sha11 automatically terminate at the end of the fifteenth year
term unless the parties agree in writing to extend it.
IX.2. If River Boats or another party as outlined in Article V.2, fails to commence
operation of the restaurant by July l, 1999, this Agreement sha11 automaUcally be
terminated unless:
a. The inability to commence operations by July 1, 1999 was caused in
whole or in part by actions or omissions of the City; or
b. The City agrees in writing to permit a later opening date; or
c. The failure to commence operations is the result of events out of the
control of River Boats such as labor disputes, acts of God or other events listed in Article
XVI.3.
IX.3. If this Agreement is terminated by the City for failure to open by Ju1y 1,
1999, River Boats will make no claim against the City due to River Boats' failure to
unplement its restaurant operation unless the City's conduct has prevented it from opening.
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IX.4. Notwithstanding any other provision herein, this Agreement shall
automatically tenninate without the right to cure upon the occurrence of any of the events
described below:
a. A petition by or against River Boats under the baukrnptcy laws of
the United States, which perition is not dismissed within ninety (90) days from the date of
such filing; and
b. The assignment by River Boats of its assets for the benefit of
creditors under any state insolvency laws.
IX.S. Upon termination of this Agreement River Boats shall vacate the location
used by the enterprise and shall leave the premises in as good condition and order as they
were at the time they wete accepted, ordinary and reasonable use and damage by the
elements excepted.
ARTICLE X
SUB-LEASE OR SALE
X.1. That the restaurant may be self-operated by River Boats, or by another
entity or pezson with the approval of the City.
X.2. If River Boats sub-leases, assigns or transfers this Agreement to a tlaird-
party, it shall first notify the City of its desire to do so and shall submit in writing to the
City (i) the name of the proposed third-party; (ii) the nature of the proposed assignee's
business; (iii) the proposed agreement and any other agreements to be entered into
concurrently with such third-party, including full disclosure of all financial terms; and (iv)
such financial information as the City may reasonably request concerning the proposed
third-party. River Boats shall pay the City a reasonable fee for the City's expenses,
including attorneys' fees, in reviewing such proposed sublease or transfer and in reviewing
the proposed third-party's financiai ability to assume the Agreement, said fee not to exceed
$500.00.
X3. If there is a sub-lease or sale to any other party(ies), the other party(ies) and
River Boats shall submit to the City their plans far the operation of the floating restaurant.
This plan must include: operating schedule, menu(s), any entertainment p1ans, financial
structure and references in the case of a sale or lease, management structure and any plans
to remodeUredesign the boat. This shall occur before any sale or lease is completed.
X.4. In the event of a sub-lease of the floating restaurant operation, River Boats
will remain responsible for the terms of this Agreement unless released in writ3ng by the
City.
X.S. In the event of a sale or assignment of the floating restaurant operation the
new owner(s) shall be responsible to comply with all the terms of this Agreement.
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ART`ICLE XI
COMPLIANCE WTTH LAW
XI1. River Boats, its personal representatives, successors in interest and assigns,
as a part of the consideration hereof, do hereby promise, covenant and agree, that
a. No person, on the ground of race, sex, sexual or affectional
orientation, color, creed, religion, age, disability, familial status, marital status, status with
respect to public assistance or nafional origin or ancestry shall be excluded from
participating in, be denied the benefits of or be otherwise subjected to discriminarion in the
use of said facilities.
b. No discrimination shall be practiced in the selection of employees
and contractors, by contractors in the selection and retention of first tier subcontractors,
and by first-tier subcontractors in the selecrion and retention of second-tier subcontractors.
a Such discrimination shall not be practiced against the public in its
access in and use of the facilities and services provided for public accommodations (such
as eating, rest and recreation) constructed or operated on the floating restaurant, and;
d. River Boats shall use the premises in compliance with a11 other
requirements imposed pursuant to the Saint Paul Legislative Code Chapter 183.
XI.2. River Boats shall keep and observe all the laws and ordinances relating to
said premises and the care and use thereof. In regards to the above, River Boats shall be
responsible to obtain and keep current any licenses and permits needed to operate the
facility.
ARTICLE XII
UTILITIES AND MAINTENANCE
XII.1. Any ongoing operations or maintenance expenses shall be River Boats'
responsibility.
XII.2. River Boats shail pay all utility hook-up and usage costs associated with
their enterprise. This includes: water, electrical, gas, sewer, telephone, cable television and
any other such service. River Boats is responsible for a11 costs associated with utility dock
and shore modifications necessary to accommodate its proposal so long as the location of
the restaurant is at the location identified on E�ibit A. However, at the locafion on
E�ibit A on the public dock, there are presently utility hookups that River Boats shall be
permitted to connect to. This provision is subject to Article II.S.
XTI3. River Boats shall dispose of all rubbish and refuse generated in connection
with its operation at its cost but shall not be responsible for the upkeep, maintenance or
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repair of pazk properiy used in connection with the enterprise. The City shall provide a
location at no cost for River Boats to place a trash dumpster adjacent to the pazking azea in
which to dispose of its rubbish and refuse.
ARTICLE XIII
INDEMIlVTFICATION
XIII.1 That River Boats hereby agrees to hold the City and all of its officets,
agents and employees harmless and indemnified from and against any penalty, damage or
charge imposed for any violation of laws or ordinances that are occasioned by the
negiigence of River Boats or those holding or operating under River Boats. In addition
thereto, River Boats hereby agrees to hold hazmless and indemnify the City, its o�cers,
agents and empioyees from and against all loss, cost, damage or expense arising or
growing out of any accident or other occurrence in connection with the opera6on by River
Boats on or about the premises used by Rivet Boats pursuant to the privileges granted
hereunder which may cause injury to any person or property.
ARTICLE XIV
INSi7RANCE
XIV1. As additional assurance of such indemnification, but not in lieu thereof,
River Boats sha11 obtain and pay the premiums upon a general liability insurance
policy(ies) which will name the City as an additional insured. Such policy(ies) shall cover
injury to persons or properiy arising out of the operation of River Boats business with
i'units of not less than $50,000 with respect to property loss, $300,000 with respect to
injury or death to any one person and $750,000 for any number of claims arising out of a
single occurrence. If the masimum liability is modified by the legislature, River Boats
shall be required to provide coverage adequate to cover up to the limits of the City's
maximum liability. The policy(ies) of insurance shall be submitted to the City Attorney
far the City for approval and shall be filed with the Deparnnent of Finance and
Management Services prior to the execution of this Agreement. Such insurance policy(ies)
shall be kept in force during the entire period that this Agreement or any renewal thereof is
in effect and shall contain a provision which will not permit canceilation without 30 days
prior written notice to the City.
XN.2. That in the event that River Boats determines to sell beer andfor wine or
liquor, River Boats shall provide a liquor liability insurance policy which names the City
as an additional insured in limits required by State law. The insurance policy(ies) shall be
filed with the Department of Finance and Management Services prior to the serving of beer
andlor wine or liquor by River Boats. Such insurance policy(ies) sha11 be kept in force
during the entire period that this Agreement or any renewal thereof is in effect and sha11
contain a provision which will not permit cancellation without 30 days prior written notice
to the City.
XIV.3. To the extent that River Boats intends and desires to be held privately
responsible for claims up to Two Hundred Thousand Do11azs ($200,0OO.OQ), River Boats
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sha11 be allowed to self-insure up to this amount, provided first that it maintains a general
liability policy for claims excaeding this amount up to the limits addressed above and,
further, that it maintains at all times a certificate of deposit as collateral in the amount of
self-insurance it decides to self insure itself for. River Boats shall at all times guarantee
and maintain the certificate of deposit in the full amount of self-insurance provided
pursuant to this agreement for the purpose of satisfying any judgment against, the City.
Prior to this agreement becoxning effective, River Boats shall execute a written agreement
with a federally insured Bank or other financial institution, lawfully doing business in the
State of Minnesota, and issuing the certificate of deposit, which requires the bank to notify,
in writing, the City of St. Paul through its Manager of Special Services, Pazks &
Recreation Division of St. Paul, at 300 City Hall Annex, 25 West Fourth Street, St. Paul,
MN 55102, not less than thirty (30) days before the certificate of deposit is transfened,
encumbered, posted as collateral for any other debt or obligation, gifted, devised, or
otherwise compromised. However, if there aze pending claims against the City, the
agreement, shall provide that there is to be no such transfer or other compromise of the
Certificate of Deposit without first obtaining the City's express written consent. Any
transfer or compromise of the Certificate of Deposit, without the City of St. Paul's express
written consent, will automatically work an immediate termination of this agreement.
River Boats shall exclusively be entitled to any interest earned on said certificate of
deposit. Concomitant with the duty to indemnify, River Boats also agrees to apply the
funds held as self-insurance to any claimant who secures a judgment against River Boats
or the City arising out of any claim far damages in connection with River Boats'
operations, subject to the terms of the obligation to indemnify. Purthermore, River Boats
expressly agrees to cooperate fu11y with the City in invesfigating any and ail claims for
damages brought by the City or third parties. To this end, River Boats agrees to provide
the City with any and all documents relating to any ciaims including, without limitation,
insurance forms, written reports, recards of repairs or damages, any and all statement of
witnesses, photographs, drawings or other related visual or audio recordings or depictions.
River Boats shall also make available its officers, employees and agents for oral interviews
ar deposi6ons and shall timely comply with all discovery requests.
ARTICLE XV
CITY EVENTS AND CONSTRUCTION
XV 1. That the City wili not be responsible for lack of revenue due to construction
projects in proximity to the floating restaurant.
XV.2. The City shall have the right to produce special events in Harriet Island
Park that may negatively impact the floating restaurant, but shall use its best efforts to
produce the events in such a way as to minimize any access or financial loss to the floating
restaurant.
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ARTICLE XVI
ADDITIONAL PROVISIONS
XVI.1. Settlement: This Agreement, the River Boats Agreement at Watezgate
Marina and the Settlement Agreement in River Boats, Inc. v. The Citv of Saint Paul and
Robert P. P'uam. File No. 3-95-517 satisfy all claims, causes of action and controversies
brought forward by River Boats against the City. This provision shall survive any
ternunation of this Agreement.
XVI.2. Waiver: River Boats will make no claun and waives any right against the
City on account of any loss or damage by fire, water, windstorm, floods, freezing, gas,
electric wires and other acts of God affecting its property in connection with its operation
unless contributed to by the City's negiigence.
XVI3. Force Majure: The failure of performance or delays by either parry shall
be excused if caused by or if arising out of acts of God, strikes, labor disputes, acts of the
public enemy, wars, riots, floods, storms, material shortages, act of State or Federal
government and any other causes whether similar or dissimilaz, which are not reasonably
within the control of the party claiming Force Majeure.
XVI.4. No Exclusivity: No provisions of this Agreement may be construed as
giving River Boats exclusive rights to this rype of enterprise or any other enterprise in that
portion of the river where the enterprise is located. The City shall have the right to
evaluate and place other business ventures within the proximity of Rivet Boats.
XVI.S. Notices: Ail notices pertaining to this Agreement sha11 be in writing and
shail be sufficiently given if personally delivered or sent by registered mail (date of receipt
to control) to City:
Robert P. Piram
Superintendent of Parks and Recreation
25 West Fourth Street, Room 300
Saint Paul, Minnesota 55102
to River Boats:
Gene Cassidy
River Boats, Inc.
495 Kenny Road
Saint Paul, Minnesota 55101
The above addresses or persons to whom notice may be delivered or sent may be
changed from time to time by notice under this Agreement.
XVI.6. Independent Contractor: The parties hereto agree that they are acting as
independent conhactors and that nothing in this Agreement is intended to create, nor shall
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anything herein be construed or interpreted as creating a parinership between the City and
River Boats except as expressly agreed to herein. Each party shall be responsible for its
own sepazate debts, obligations and other liabilities.
XVL7. Severability: If any provision of this Agreement shall be declazed invalid
for any reason and such provision does not destroy the objects and puzposes of this
Agreement or make unfeasible the perFormance of the remaining terms and condirions of
this Agreement, such provision shall be deemed severable and the remaining terms and
provisions of ttris Agreement shall be enforced in accardance with their terms.
IN WI'INESS WHEREOF, the parties hereto have hereunto set their hands to this
Agreement as of the day and year first above written.
APPROVED AS TO FORM:
Assistant City Attorney
FOR RIVER BOATS, INC.:
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H. Eugen assidy
Its Chief Executive Officer
CITY OF SAINT PAUL:
The Honorable Norm Coleman, Mayor
Robert P. Piram, Superintendent of Parks
and Recreation
Director, Department of Finance and
Management Services
City Clerk
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This agreement is made and executed on this day of
, 1998, by and between River Boats Inc., a corporation
organized and existing under the laws of the State of Minnesota,
having its principal o£fice at 495 Kenny Rd., St. Paul, MI3 55101
(hereafter River Boats), and the City of Saint Paul, a municipal
corporation (hereafter the City).
ARTICI,S I
RECITALS
WHEREAS, River Boats desires to operate a passenger vessel service
on navigable waters and to make the vessels available for hire by
the public for trips, cruises, charters, dining, entertainment and
food and beverage servioes, and agrees to locate and operate from
a portion of Watergate Marina, looated in St. Paul and owned and
operated by the City of St. Paul, and;
ASSREAS, the City reaognizes that this operation would provide a
benefit to the public by expanding opportunities for enjoyment of
the Mississippi River and the City of Saint Paul's riverfront
environment.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:
ARTICLE II
DESCRIPTION OF PREMISES
II.1. City shall permit River Boats, for the limited purpose
more fully described in Article V, and here generally described as
the conducting a passenger vessel service, upon that certain area
of the land and harbor space, located at Watergate Marina, situated
in the City of St. Paul, County of Ramsey, State of Minnesota, as
that certain area is more particularly described in Exhibit A,
attached hereto and made a part of this agreement by incorporation.
II.2. As used in this aqreement, the term "premises" shall
refar to the real property as well as the areas used, traversed or
occupied by River Boats upon the waters within the Lower Harbor of
Watergate Marina, all as more particularly described in Exhibit A.
II.3. It is the intent of the parties that River Boats locate
at and operate from the Northwestern most portion of the Lower
Harbor, as that area is more particularly desoribed in Exhibit A.
However, to that end, the City agrees to make its best effort to
promptly dredge that location, at its expense, to make the location
suitable for River Boats' operation. Should the location, by the
agreement of both parties, be otherwise unsuitable, the City will
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allow River Boats to relocate to another location adjacent to the
western bank inside the Lower Harbor, provided that such relocation
can be accomplished without impeding other marina traffic. Any
such relocation of River Boats' operation shall be made at River
Boats' e�ense unless River Boats has already completed extension
of services to the Northwestern portion of the Lower Harbor and
otherwise put in a11 ramps, docks, and vandal lights at that
location. If River Boats has already completed extension of
services to the Northwestern portion of the Lower Harbor and
otherwise put in all ramps, docks, and vandal lights at that
location, the relocation e�cpenses shall be borne by the City.
ARTICLE IIZ
TERM OF AGREEMENT
III.1. The term of this agreement shall be for five (5) years,
oommencing on May 1, 1998, or when the agreement is authorized and
executed in accordance with the provisions of the City of Saint
Paul Administrative Code, Chapter 86, whichever last occurs, and
ending on October 31, 2002; unless earlier terminated in the manner
provided for in this agreement.
III.2. This agreement shall not be construed as providing,
either e�licitly or implicitly, for any right to renewal or at-
will tenancy, upon the expiration of its term or upon termination.
However, i£ there has been no uncured breach of this agreement, for
which the City has given written notice or if the agreement has not
been terminated due to a breach, the City shall provide River Boats
with an option to renew the Agreement for another four-year term,
at rates to be negotiated, at Watergate Marina or another location
suitable to River Boats if Watergate Marina will no longer be used
for commercial Passenger Vessel Services.
III.3. River Boats has no right to enter, locate at, operate
from, remain or possess the premises prior to or after the term of
this agreement, or its termination. River Boats sha11 vacate the
premises thirty (30) days following termination of the agreement or
thirty (30) days following the end of the term on October 31, 2002,
whichever occurs first. Should River Boats fail to vacate the
premises in the time provided for in this agreement, the City shall
be entitled to reasonable liquidated damages in an amount of
$150.00 per day, which sum is believed to be a fair pre-estimate of
such damages and is agreed between the parties to be a fair amount,
reasonable in the light of the anticipated harm which could be
caused by the breach, the difficulty of proof of loss, and the
inconvenience or non-£easibility of otherwise obtaining an adequate
remedy.
ARTICLE IV
PAYMENTS
IV.1. In consideration for the use of the Premises by River
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Boats under this Agreement, River Boats agrees to pay the City the
following sums:
A. Base Payment: River Boats agrees to deliver, without
prior demand, to the Manager of Special Seroices, Parks &
Recreation Division of Saint Paul, at 300 City Ha11 Annex, 25 YI.
4th Street, St. Paul, MN 55102, or such other address as the City
may from time to time desiqnate in writing, a base payment of Two
Thousand Bive Hundred Dollars ($2,500.00}, in lawful money o£ the
United States, per year. The first year's base payment shall be
delivered to the City upon final execution of this agreement. Each
year's base payment thereafter shall be delivered to the City in
two equal installments of $1,250 on July l� and October l of each
year.
8. Percentage Payment:
1. During the first three years of this agreement
(1998, 1999, 2000} River Boats agrees to pay the City five percent
(5%) per annum, of its gross proceeds derived from the lease,
rental, license, charter or other use of its vessels for the
oarrying of passengers. This percentage payment shall be
applicable to all uses of River Boats' vessels for the carrying of
passengers which either originate or terminate at Watergate Marina
or any other park, parkway, landing, public space, open space, or
other public property, owned and operated by the City oP St. Paul,
per annum. This five percent (5%) per annum payment shall be due
and payable only to the extent that it exceeds the Base Payment of
Two Thousand Five Hundred Dollars ($2,500.�0), per annum. The
amount of the Percentage Payment shall be the difference between
the Base Payment and the five percent (5%) of River Boats' gross
proceeds derived from the lease, rental, license, charter, or other
use of its vessels for the carrying of passengers only, per annum.
Payments shall be made to the City no later than February 15th of
the year following the year in which the gross proceeds were
generated. (For example, all percentage payments due for the
calender year 1998 are due no later than February 15th, 1999.)
Payment shall be made in the manner provided for in Article IV. A.
1., of this aqreement. Should the agreement be terminated prior to
the end of the term, the City shall be entitled to the five percent
(5%) per annum payment on all proceeds generated up to the date
when River Boats vacates the Premises. Any such payment shall be
due and payable no later than thirty (30) days following River
Boats vacation of the premises.
2. During the last two years of this agreement (2001,
2002), River Boats agrees to pay the City five percent (5%) per
annum, of its gross proceeds derived from all sources. `�Gross
proceeds derived from all sources" means the aggregate dollar
amount received from any and all sales, leases, rentals, or other
services by River Boats from activities arising out of this
agreement, whether such sales, leases, rentals, or services be
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evidenced by check, credit, charge account, exchange, or otherwise,
and shall include, but not be limited to, the amounts received from
the sale, lease or rental of services, goods, wares, merchandise,
beverages, food, or entertainment. "Gross proceeds derived from
all sources" shall also be construed to include all proceeds
derived £rom the lease, rental, license, charter, or other use of
River Boats' vessels for the carrying oP passengers. This
percentage payment shall be applicable to all uses of River Boats'
vessels which either originate or terminate at Watergate Marina or
any other park, parkway, landing, public space, open space, or
other public property whiah is owned and operated by the City of
St. Paul, per annum. This five percent (5%) per annum payment
shall be due and payable only to the extent that it exceeds the
Base Payment of Two Thousand Five Hundred Dollars ($2,500), per
annwm. The amount of the Percentage Payment in years four and five
of this agreement shall be the difference between the Base Payment
and the five percent (5%) of River Boats "gross proaeeds derived
from all sources". Payments shall be made to the City prior to the
last day of the year in which the "gross proceeds derived from a11
sources" were generated. Payment shall be made in the manner
provided for in Article IV. A. 1., of this agreement. Should the
agreement be terminated prior to the end of the term, the City
shall be entitled to the five percent (50) per annum payment on
"gross proceeds derived from all sources" generated up to the date
when River Boats vacates the Premises. Any such payment shall be
due and payable no later than thirty (30) days following River
Boats vacation of the premises.
3. Excluded Business Activities: Nothing contained in
Article IV. shall require River Boats to pay the City a Percentage
Payment for revenue generated from (a) vessels not covered in this
agreement; (b) vessels which are not moored at Watergate Marina and
do not operate from Watergate Marina; or (c) vessels covered by
this agreement which are removed from Watergate Marina and no
longer operate or moor at locations owned or operated by the City.
C. Reaords: River Boats shall keep at the premises, or at
495 Kenny Ftoad, St. Paul, Minnesota, a permanent accurate set of
books and records of all sales, leases, rentals, and charters, and
all transactions producing revenue derived from any business
conducted by River Boats or arising from the use of the base of
operations or vessels during each day of the term of this agreement
which are subject to the percentaqe payment, and all supporting
documents, including cash register ribbons, sales slips, sales
checks, state sales and use tax reports, and business and
occupatian tax reports. All such pertinent records shall be kept,
retained, and preserved for at least three (3) years after the
expiration of each fiscal year or until the completion of any
litigation in which they are relevant, whichever is later. All
such records shall be open to inspection by the City and its
agents, upon reasonable notiCe at all reasonable times during River
Boats ordinary business hours. River Boats shall also be required
to keep records of disposal of sewaqe or other waste stored or
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produced on its vessels, appurtenant structures and/or "the
premises", as defined in Article II.2..
D. Audit: The acceptance by the City of payments of Base
Payments and Percentage Payments shall be without prejudice to the
City's right to an examination of River Boats books and records of
its transactions at the premises, 495 Kenny Road, or other
locations, in order to verify the amount o£ Percentage Payments
received by the City. The City may, at any reasonable time during
River Boats business hours, cause a complete audit to be made of
River Boats entire business a£fairs and records relating to its
business which arises out of its operations under this agreement
during the years of this agreement's Term, by a reputable licensed
accountant o£ the City's choice, at the City's cost. If such audit
discloses an overpayment of five percent (5%) or more by River
Boats to the City, the City shall refund the overpayment within
thirty (30) days of written demand. If such audit discloses an
error of five percent (5%) or more in River Boats Percentaqe
Payment to the City as required by IV.A.5, of this agreement, (i)
River Boats shall pay the City the resulting deficiency in the
Percentage payment as well as the cost of said audit, all within
thirty (30) days, and (ii) in addition, the City may, at its
option, terminate this Agreement on fifteen (15) days written
notice to River Boats.
E. Periodic Statements: River Boats shall, no later than
February 15 of the year following the year in which the gross
proceeds were generated, deliver to the City a written statement of
all transactions which are subject to this agreement, occurring
durinq the fiscal year. (For example, the report due for the
calendar year 1998 is due no later than February 15, 1999.) This
Periodic Statement shall be prepared in accordance with generally
accepted accounting principles consistently applied or other method
approved by the City's Chief Accountant, and satisfactory to
accurately account for all revenues which are subject to the
Percentage Payment. This Periodic Statement shall be deliVered,
whether or not a Percentage Payment is due and payable.
F. Rate Approval: Sixty (60) days prior to River Boats
commencement of operations during each year of the term it shall
deliver to the City a copy of all fees and charges that it intends
to make in conjunction with it operations. The City shall have the
right to approve such fees and charges before River Boats
implements them. For the first year of this agreement the sixty
(60) day requirement is not applicable and River Boats agrees to
promptly deliver its rates upon execution of this aqreement.
ARTICLE V
PERMITTED IISE
V.1. Generally: The premises may be used by River Boats only as
a base of operations and point of departure and/or return for
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passengers utilizing its vessels for cruises, charters, dining,
entertainment, and food and beverage services. River Boats shall
not use or occupy the premises for any business or purpose other
than those set forth e�licitly in this agreement. River Boats
shall not occupy any land at Watergate Marina, nor shall it make
any land based improvements or erect any structures, except for
those explicitly provided for in this agreement, or those permitted
in writing by the City. River Boats shall not store any materials
of any kind on any land at Watergate Marina without the written
permission of the Watergate Marina Manager.
A. Base of Operations: River Boats may employ a loading
barge (hereinafter Barge) which is currently at the premises, as a
base of operations for its business at Watergate Marina. The Barge
shall be moored within the Lower Harbor in a location more
specifically described in Exhibit A. The Barge shall be utilized
as the embarkation point for passengers coming aboard or
disembarking from River Boats vessels. No other loading or
unloading point shall be allowed, unless necessary to load or
unload handicapped passengers or unless first approved by the
Watergate Marina Manager. The Barge may also be utilized for
administrative purposes and for storage of supplies and material
secondary to River Boats operations at Watergate Marina. No other
use of the Barge shall be allowed. No service of any food or
beverages shall be made on the Barge. River Boats shall be entitled
to replace the Barge with another vessel of the same or smaller
size, upon written approval of the City, which approval shall not
be unreasonably denied. If River Boats decides not to use the
Barge as a base of operations, it may locate the Magnolia Blossom
at the same location and use it as both a base of operations and
passenger vessel.
B. Vessels: River Boats shall be allowed to operate only
those two vessels which are specifically identified and named the
"Magnolia Blossom" and "Maggie". River Boats shall not utilize or
allow any other vessels to operate from or pick up or drop off
passengers at the premises or its base of operations at Watergate
Marina. River Boats shall be entitled to replace either vessel
with another vessel of the same or smaller size, upon approval of
the City, which approval shall not be unreasonably denied. Any
replacement vessel shall be of the same general kind and quality
with similar passenger capacities and other accommodations and
offering the same manner of passenger transportation. In no event
shall River Boats be allowed to operate more than two (2) vessels.
Furthermore, any replacement of vessels shall not be allowed unless
and until this agreement is amended to reflect such replacement.
The vessel "Magnolia Blossom" is to be moored on the west bank of
the Lower Harbor, immediately behind the Barge, as that location is
more specifically delineated in Attachment A. The "Maggie" is to
be moored at a slip in Watergate Marina at no additional charge.
Alternatively, with the written permission of the City, the Maggie
may moor immediately behind the Maqnolia Blossom.
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C. Hours of Operation: River Boats shall be allowed to
operate its business at Watergate only durinq the times from
sunrise to Midnight, on any particular day.
D. Parking: The City shall provide 50 parking spaces which
spaces may be used by River Boats customers and by other members of
the public. Parking shall be provided in the lot adjacent to the
Watergate Administration Building. The use of these parking spaces
by River Boats customers is not exclusive. To the extent that the
lot may be legitimately occupied by other vehicles owned by park or
marina users, River Boats customers shall be allowed to park along
the shore at the north end of the Lower Harbor. River Boats'
employees shall be permitted to park no more than £ive (5) of their
own vehicles and support vehicles at the north end of the Lower
Aarbor as well. These locations are more specifically delineated
in Attachment A, and specifically incorporated herein. All River
Boats parking shall be done in an orderly manner and under the
general direction of the Manager of Watergate Marina. Parking for
River Boats customers shall be allowed only during River Boats
Hours of Operation. No parking for River Boats� customers or
employees shall be allowed on the peninsula located between the two
harbors or along the east shore of the Lower Harbor at Watergate
Marina without first obtaining written permission from the
Watergate Marina Manager. Aowever, River Boats may temporarily
park no more than two (2) support vehicles at those locations, if
necessary to service its operations. In no event, may any support
vehicles be left at those locations overnight without first
obtaining the written permission of the Watergate Marina Manager.
E. Compliance with Law:
1. River Boats shall use and occupy the premises solely
for the purposes described in this aqreement and will not use or
occupy the Premises for any unlawful purpose.
2. River Boats agrees to comply with all duly enacted
laws, ordinances, regulations and orders of all governmental units
having jurisdiction over the Premises and its vessels and base of
operations.
3. River Boat specifically agrees to comply with and
observe all laws, ordinances, rules and regulations of the City,
State and federal government pertaining to discrimination in
employment, housing, education, and public accommodations on
grounds of race, color, creed, national origin or ancestry.
4. River Boats shall provide worker's compensation
insurance for employees during the term of this agreement, if
required. A current certificate of insurance or an exemption
certificate, if required, shall be furnished to the City prior to
commencement of operations.
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5. River Boats shall comply with all rules and
regulations established by the U.S. Coast Guard qoverninq cra£t on
navigable waters, and shall provide the City with a copy of the
USCG Certificate of Inspection of the vessels prior to any
commencement of River Boats operations. These CertiPicates shall
be maintained, updated and renewed as required by the U.S. Coast
Guard and River Boats shall provide the City with any updates or
renewals, in a timely Pashion.
6. River Boats shall not cause or permit any
unreasonable noise, vibrations, odors or nuisance in or about the
premises or on its vessels or Barge which interferes with the quiet
enjoyment of the Marina or the navigable waters by slip lessees or
other lawful visitors or users. It is recognized that River Boats
will be offering entertainment, including musical bands, on its
vessels. However, no such entertainment shall be allowed within
Watergate Harbor or upon the barge or base of operations, if the
Watergate Marina Manager determines that it is interfering with the
quiet enjoyment of the Marina by others.
7. River Boats shall, prior to operation, secure all
required permits and licenses pertaining to the sale or furnishing
of intoxicating liquors, beer, food, cigarettes, and any other
items River Boats intends to sell or offer to its customers. Rive7r
Boats will further comply with any applicable licensing provisions
including, but not limited to, access for inspection and record
keeping.
F. Day to Day Operations:
1. River Boats shall maintain its vessels, base of
operations,barge, and any and all docks, gang-planks, or other
methods of egress and ingress to its vessels and base of operations
in a well-kept, clean, sanitary, safe, lawful and comfortable
condition.
2. River Boats will, at all times, make its passenger
boat services available to the general public.
3. River Boats will not allow its passengers to leave
the vessels, barge or the base of operations with any beverages or
food purchased from River Boats. It is recognized that passengers
for some charters may provide their own food and beverages and, in
those instances, the passengers may leave with those items.
4 .
merchandise
merchandise
River Boats will not hawk, peddle, or sell any
from Watergate Marina land. Souvenirs or other
may be sold from the vessels.
5. With respect to refuse or rubbish generated by or
resulting out of River Boats' operations, River Boats will use its
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best eFforts to maintain the land around the base of operations and
paths or common courses of exit and entry from parking areas to the
base of operations in a clean and sanitary condition, and free from
refuse or rubbish which accumulates on its vessels, base of
operations, land around the base of operations, or which otherwise
is generated or results from River Boats' operations.
6. River Boats shall be responsible for providinq for
and paying the costs related to the collection and disposition of
any trash or refuse that accumulates on its vessels, base of
operations, land around the base of operations, or is otherwise
qenerated or results from River Boats� operations.
7. River Boats shall not install, use, generate, store
or dispose of in or about the premises or any waters of the State
of Minnesota any hazardous substance, toxic chemical, pollutant,
waste material, or other material regulated by the Comprehensive
Environmental Response, Compensation and Liability Act of 1985 or
the Minnesota Environmental Response and Liability Act or any other
similar law or regulation, including without limitation any
material containing asbestos or PCB, excepting normal waste that is
lawfully contained in the septic systems of the vessels and base of
operations, or normal bilge.
8. River Boats shall take all necessary precautions and
exercise such supervision as may be necessary to ensure the safety
of passengers, visitors, employees, and all others while on the
vessels, base of operations, during boarding and disembarking and
to and from passenger's parking locations.
9. River Boats shall be responsible for securing any
necessary construction permits, archeological surveys, U.S. Coast
Guard, Minnesota Dept. of Natural Resources or U.S. Army Corps of
Engineers permits or licenses, and any needed State or Local
licenses, permits or authorizations.
10. River Boats shall be responsible for any and all
applicable taxes, levies or assessments which may be assessed
against its operations.
11. River Boats shall be responsible for all day to day
operating expenses of the operation.
12. The City shall maintain the areas of Watergate
Marina used for parking of River Boats� customers in a well-kept,
clean, sanitary, safe and lawful condition.
�. signage:
1. River Boats may post and maintain signs, at its own
e�ense, at three locations: (i)up to two (2) signs at the entrance
to Aidden Fa11sJCrosby Farm Park at the intersection of Shepard
Road and Crosby Farm Road; (iij at the entrance to Watergate
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Marina as it leads off of CXOSby Farm Road; and (iii) at the shore
line abutting the premises and visible from the parking location.
2. All proposed signage shall first be approved by the
City, as to size, content, and location, and must be approved by
the Minnesota Department of Transportation if necessary and
otherwise comply with all applicable federal, state, municipal and
local statutes, laws, ordinances and requlations. All proposed
signage shall comply with the requirements found in the Minnesota
Manual on Uniform Traffic Control Devices, Part II-I, §2I-a through
2I-7. The City agrees to provide specifications to River Boats to
assist it in complyinq with this provision within 15 days of the
execution of this agreement.
ARTICLS VI
INDEMNIFICATION
VI.1. River Boats agrees to indemnify, defend, save and hold
harmless the City of St. Paul and any agents, officers and
employees thereof from any loss, injury, death, or damages to
persons or property and all claims, demands, actions or causes of
action of whatsoever nature or character which may be suffered or
sustained by any person, or other legal entity who may at any time
be using, occupying, visiting or otherwise present on River Boats�
vessels, base of operations, or the premises, if the loss, injury,
death, or damages shall be caused by or in any way result from or
arise out of any act, omission, or negligence of River Boats, its
owners, operators, employees, agents, or any visitors, passengers,
customers or any other person or legal entity present on the
premises, vessels, or base of operations.
V2.2. Furthermore, River Boats agrees to hold the City harmless
and indemnify it for any and all charges, penalties, or assessments
imposed for any violation of any laws, ordinances, or regulations
arising out of actions or omissions of River Boats or its agents,
operators, or employees.
ARTICLE vii
LZABILITY COVERAGE
VII.1. In order to honor its duty to indemnify the City, River
Boats shall provide, at its own e�tpense, a general liability
insurance policy from an insurance carrier licensed to do business
in Minnesota in which the City shall be named as an additional
insured, which policy shall aover the entire term of this agreement
and any additional time during which River Boats may be located at
or operating from City property, and shall cover injury to persons
or property arising out of the operations or activities of River
Boats in amounts of not less than Three Hundred Thousand Dollars
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{$300,000.00) where the claim is one £or injury or death by
wrongful act or omission and Seven Hundred and Fifty Thousand
Dollars ($750,000.00) for any number of claims arising out of a
single occurrence. If the maximum liability is modified by the
legislature, River Boats shall be required to provide coverage
adequate to cover up to the limits of the City's maximum liability.
VII.2. To the e�ent that River Boats intends and desires to be
held privately responsible for claims up to Two Aundred Thousand
Dollars ($200,000.00), River Boats shall be allowed to self-insure
up to this amount, provided first that it maintains a general
liability policy for claims exceeding this amount up to the limits
addressed above and, further, that it maintains at all times a
certificate of deposit or treasury savings account as collateral in
the amount of self-insurance it decides to self insure itself for.
River Boats shall at all times guarantee and maintain the
certiEicate of deposit or treasury savings account in the full
amount of self-insurance provided puXSUant to this agreement for
the purpose of satisfyinq any judgment against the City. Prior to
this agreement becoming effective, River Boats shall execute a
written agreement with a federally insured Bank or other financial
institution, lawfully doing business in the State o£ Minnesota, and
issuing the certificate of deposit or treasury savings account,
which requires the bank to notify, in writing, the City of St. Paul
through its Manager of Special Services, Parks & Recreation
DiVision of St. Paul, at 300 City Hall Annex, 25 W. 4th Street, St.
Paul, NIN 55102, not less than thirty (30) days before the
certificate of deposit or treasury savinqs account is transferred,
encumbered, posted as collateral for any other debt or obligation,
gifted, devised, or otherwise compromised. However, if there are
pending claims against the City, the agreement, shall provide that
there is to be no suah transfer or other compromise of the
Certificate of Deposit or treasury savings account without first
obtaining the City's express written consent. Any transfer or
compromise of the Certificate of Deposit or treasury savings
account, without the City of St. Paul's express written consent,
will automatically work an immediate termination of this agreement.
River Boats shall exclusively be entitled to any interest earned on
said certificate of deposit or treasury savings account.
Concomitant with the duty to indemnify, River Boats also agrees to
apply the funds held as self-insurance to any claimant who secures
a judgment against River Boats or the City arising out of any claim
for damages in connection with River Boats operations, subject to
the terms of the obligation to indemnify. Furthermore, River Boats
e�cpressly agrees to cooperate fully with the City in investigating
any and all claims for damages brought by the City or third
parties. To this end, River Boats agrees to provide the City with
any and all documents relating to any claims including, without
limitation, insurance forms, written reports, records of repairs or
damages, any and all statement of witnesses, photographs, drawings
or other related visual or audio recordings or depictions. River
Boats shall also make available its officers, employees and aqents
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for oral interviews or depositions and shall timely comply with all
discovery requests.
ARTICLE YIIZ
ASSIGNMENT
vZII.i. River Boats shall not assign, transfer, sublet, pledge,
mortgage or otherwise transfer rights and responsibilities
(hereinafter referred to as an "assignment'�), delegated to it under
this agreement to any third party; nor shall any assignment of the
rights and responsibilities designated to River Boats under this
agreement be effectuated by operation of law or otherwise, without
in eaah such case obtaining the prior written consent of the City,
which consent shall not be denied unless the City makes a good
faith determination that the proposed assignee lacks sufficient
financing or experience to assume or maintain a passenger vessel
operation, has a felony criminal conviction in the past ten (10)
years, or otherwise has a history of past business practices or
e�cperiences indicating unsuccessful ventures or poor business
practices or business judgment.
VZI2.2. If River Boats desires to make an assiqnment, it shall
first notify the City of its desire to do so and shall submit in
writing to the City (i) the name of the proposed assignee, (ii) the
nature of the proposed assignee's business, (iii) a copy of the
proposed assignment agreement and any other agreements to be
entered into concurrently with such assignment, including full
disclosure of all financial terms, and (iv) such financial
information as the City may reasonably request concerning the
proposed Assignee. River Boats shall pay the City a reasonable fee
for the City's expenses, including attorneys' fees, in reviewinq
such proposed assignment and in reviewing the proposed assignee�s
financial ability to assume the agreement, said fee not to exceed
$500.00.
VIZZ.3. If, at any time during the term of this agreement, there
shall occur any change in the identity of any of the persons,
including Harry Eugene Cassidy, (excepting his immediate family),
presently having power to participate in or control the day to day
operations of the corporation River Boats, or any other change in
the corporate structure of River Boats, or the transfer or
alteration in the method of control or decision making regarding
River Boats, such change or alteration shall be deemed to be an
assignment. Any such change shall work an immediate termination of
this agreement unless such change is first approved by the City in
the manner provided above for other assignments.
ARTICLE I%
IMPROVEMENTS
I%.1. River Boats shall be responsible for all costs incurred
in establishing and maintaining services to its operation,
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including site preparations and improvements and the establishment
or extension of any necessary water and electrical services from
existing locations. Any proposed improvements shall first be
approved by the City. Site improvements shall be limited to those
necessary to qain access to the base of operations and vessels via
stairs, ramp, dock and/or gangplank. River Boats shall be entitled
to install no more than two vandal lights, without prior written
consent of the City. The kind and quality of said lights shall be
first approved by the Manager of Watergate Marina and sJhe may
refuse any lights which s/he reasonably believes would interfere
with the enjoyment of other slip lessees. The City will permit
River Boats to obtain water from Watergate Marina via the use of
hoses for the vessels and base of operations.
I%.2. All site improvements and extension or establishment of
services shall comply with all applicable federal, state, county
and local laws, regulation, ordinances or other lawful requirements
or limitations. All improvements and extensions shall be done in
an orderly and workmanlike manner and shall not materially alter
the appearance of or limit access to Watergate Marina. River Boats
shall be Zequired, at the City's option, to remove any and all
improvements upon termination.
I%.3. River Boats shall bear the cost and shall fully and
promptly pay for all gas, heat, light, power, telephone service,
and other public utilities of every kind furnished to the premises,
with the exception of water used via hoses, throughout the term of
this aqreement.
I%.4. Should the City expand Watergate Marina or alter its
configuration so as to displace River Boats' location of operations
the City shall bear all costs in relocating, including the
extension of necessary services to River Boats within Watergate
Marina at a location acceptable to both parties.
ARTICLE X
TERMII3ATION
8.1. If either party shall fail or neglect to observe, keep,
or perform any of the terms, conditions, requirements or
obligations contained in this agreement on its part to be observed,
kept or performed, and the default shall continue for a period of
thirty (30) days following delivery of written notice specifically
describing the alleged default and a demand that it be cured, then
the party not in default shall have the right at its option, on
written notice, delivered to the defaulting party, to terminate
this agreement, effective immediately. If either party fails or
neglects to observe, keep or perform any of the terms, conditions,
requirements or obliqations contained in the agreement on its part
to be observed, kept or performed, on two (2) or more separate
occasions, then the party not in default shall have the right, at
its option, on written notice, delivered to the defaultinq party,
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5
to terminate this agreement, effective immediately, regardless of
whether or not either or both of the breaahes have been cured.
%.2. Upon termination of the agreement, in the manner provided
in Article X.1, River Boats shall vacate the premises within si$cty
(60) days. If River Boats fails to timely vacate, the City may,
without further notice to River Boats, have the right immediately
to enter and take possession o£ the premises with or without
process of law and to remove all of River Boats property and
improvements from the premises and all persons occupying the
premises and to use all necessary force therefor and in all
respects to take the actual, full, and exclusive possession of the
premises without incurring any liability to River Boats due to
repossession. In furtherance of any repossession, the City may
have the base of operations, barge, and vessels removed from the
premises. Furthermore, the City shall be entitled to Percentage
Payments accrued up to the date of repossession. If it is later
determined by a court of competent jurisdiction that there was no
basis for termination resulting in the exercise o£ the City's
rights under this paragraph than the City will be responsible for
damages resulting from any repossession, as provided for by law.
5.3. With the exception of removable docks and improvements to
vessels, upon termination of this agreement the City shall become
the owner of any and all improvements made to the premises and
River Boats is prohibited £rom removing or destroying any such
improvements.
%.4. Termination of this agreement, in the method provided
for, shall not operate as a bar to any other lawful action or
process available to either party.
%.5. The City, at its expense, shall promptly remove any
navigational obstructions such as cable, pipes, stumps and other
debris along the West shore of the harbor, which interfere with the
navigation or mooring of River Boats' vessels in the harbor.
%.6. The City shall be responsible for designating the
original and any subsequent placements and locations of the River
Boat's vessels and base of operations. River Boats shall bear the
cost of the original placement and location, subject to Article
II.3, above.
ARTICLE XI
ADDITIONAL PROVISIONS
%I.1. Waiver: A waiver by either party of any breach of this
agreement is not a waiver of any other or subsequent breach of this
agreement.
BI.3. Attorneys' Fees: In the event that any action is filed
in relation to this agreement, the unsuccessful party in the action
shall pay to the successful party, in addition to a11 the sums that
14
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r
either party may be called on to pay, a reasonable sum for the
successful party's attorney fees. This provision does not apply to
legal fees for outside counsel who represent the City.
%I.4. Entire Agreement: This agreement constitutes the entire
agreement between the parties. No representations, warranties,
undertakings, or promises, whether oral, implied, written, or
otherwise, have been made by either party hereto to the other
unless e�tpressly stated in this agreement or unless reduced to an
amendment executed in the fashion provided for below.
%I.S. Amendments: Any amendments or modifications to this
agreement shall be in writing, shall be attached to and iaade a part
of this agreement, and shall, if necessary, be first approved, as
to form, by the St. Paul City Attorney's Office and executed by the
same parties who executed the original agreement, or their
authorized representatives.
BI.6. No Partnership, Joint Venture, or Fiduciary Relationship
Created Hereby: No�hing contained in this agreement shall be
interpreted as creating a partnership, joint venture, or
relationship of principal and agent between the City and River
Boats. River Boats is prohibited from expressing or implying any
such relationship or using any City of St. Paul logos in any
advertisements, brochures or other medium.
%I.7. Severable Provisions: Each provision, section, sentence,
clause, phrase, and word oP this agreement is intended to be
severable. If any provision, section, sentence, clause, phrase,
and word hereof is illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the leqality or
validity of the remainder of this agreement.
%I.8. Eminent Domain: If the premises or any part thereof, or
any abutting property resulting in lack of access to the premises,
are taken by virtue of eminent domain, this agreement shall
terminate on the date title vests pursuant to the taking. Nothing
herein shall in any way abrogate River Boats' rights with respect
to eminent domain, including the right to just compensation, if
any, in the event of a taking.
%I.9. Captions: All captions, headings, or titles in the
articles, paragraphs or sections of this agreement are inserted for
convenience of reference only and shall not constitute a part of
this agreement as a limitation of the scope of the particular
paragraphs or sections to which they apply.
%I.10. Force Majeure: This agreement shall automatically
terminate upon any act of God, civil riot or disturbance, war, or
natural calamity which renders the premises or either party
incapable of performing their obligations under this aqreement. If
the Force Majeure event is temporary in nature, such event shall
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act to suspend, rather than terminate performance.
IN WITNESS WHEREOF, the parties hereto have signed this
agreement the day and year first above written.
APPROVED AS TO FORM:
Assistant City Attorney
River Boats Inc.
B(%�� .ZL�C
ITS• (.. �
CITY OF SAINT PAUL
Mayor, City of St. Paul
Director, Finance & Management
Services
City Clerk
16
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Admin�
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RIVER BOATS fNC. LEASE : EXHIBIT A
6/2/98 B. Tourtelotte
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AN AGREE23ENT, dated this l� of ��
, 1992
by and between the CITY OF SAI T PAUL, Minhesota, hereinaPtar
called �'City'� and SASNT PAIIL YACHT CLUB, hereinaPter called
„ SPYC", � .
WIT23ES SETH :
I• The city znd SPYC mutually agree as follows:
A. That in accord with agreements and compensation herein
described, City hereby enters into a 10 year lease
with the SPYC, commencing the date of £irst signing of
this agreement for boat harbors commonly known as the
upper and Lower Harbors in the Mississippi River and
that portion of Harriet Islan@ and other city pronerty
adjacent thereto and as more particu2arly set forth and
outlined in Exhi.bits A and B.
�- 2hat this 2ease shall be extended at such time that the
Harriet Island Marina Plan (Marina Improvement Plan) is
implemented by the City, SPyC independently,
or the City and the SPYC jointly,
C
D.
That this lease agreement may be extended at the end of
the ten year term for an additional ten year term ip
tne Marzna Developnent Plan is not implemented during
the term of this agreement and the SPXC has met lease
requirements in an acceptable manner.
That the City with the cooperation of the Spy� �
cancel this agreement by giving the SPYC three hundred
sixty (360) days written notice when due to changas in
the 1992 proposed use of the area and any construction
that may cause major new configuration oP the area
affecting the marina which may affect the
SPYC and its administration of the area.
1• In this event the City will use reasonable efforts
to Pind a suitable location for the SPyC to
relocate to, either temporarily or permanently
within or in the vicinity of Harriet Island Park.
The City sha13 see that such site has received any
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•. necessa ' . . - • . • .. _ • . - .. . ' � . . �.
ry approvals if may need to be used as a � ����
marina site and its'use prior to the site being ��j'
offered to the SPYC. The SPYC shall have the right
to accept o� reject the Cityfs relocation site. I
the event that the SPYC rejects the City�s
offering, the City shall be under no further
obligation to provide a new location and the SPYC
shall abandon its present location as outZined in
the notice given.
�• Tn'the event.that the SPYC accepts the site
proposed by the City it shall be the responsibility
of the City to insure that access to the fo3lowing
utilities exist and are available to the Yacht
Club: water, sewer, electricity, natural gas and
telephone c.•ith cost to hook-up to utilities to be
borne by the Yacht Club. The City shall have
Pinancial and operational responsibility to
relocate those structures, equipment, etc, used
exclusively by the SPYC at the marina that are
owned by the City. It shall be the responsibility
of the SPYC to move a�l structures, equioment, etc.
owned by the SPYC to the new location. I the
cost to move any privately owned boats shall be
borne by the owner.
3• In the event that the SPYC believes that the City
has not provided a suitable location for the SPYC
to relocate to, the SPYC shall have the right to
recommend another locatiQn for consideration. The
City will not unreasonab�y reject such a recommen-
dation. However, the City does not have an
obligation to provide this recommended Iocation.
II• The SPYC agrees:
A. To maintain the leased premises in safe, clean and
orderly condition.
1. All docks shall be inspected on a daily basis to
insure that they are in a safe condition. The
SPyC shall repair any conditions that cause the
docks to be unsafe immediately.
2• The area shall be kept Pree of litter and
accumulated trash. Cleanup of the site will be
accomplished on a daily basis.
3. £quipment and other materials present at the 2�Iarina
sha11 be stored in an orderZy manner so that the
appearance of the PaciZity is clean and order2y.
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$• To cut the grass and maintain the immediate banks to �f�
; the waterline adjacent to bhe marina, marina ga�king ((�`�'� �
axeas and boat storage areas in the �
boat harbors. �
c• To provide an adequate number of trash receptac7.es in
owners andbtheir by boat
responsible for the removal of that trash.
D. To maintain in sape and good condition the steps and
aceess to and on docks in both boat harbors. -
E- To provide adeguate lighting for docks in both harbors.
F- �o install public telephones accessible to boaters and
visitors to the marina in each harbor.
�• To remove all marina boaters' and visitors' discarded
materia2s, parts and variaus dabris to maintain the
boat storage, work and parking area in a clean and good
condition in both harbors.
x• To furnish public dockage facilities and temporary
dockage for transient launches, other watercraft not
registered in the City of Saint Paul and dockage for
approved applicants as well as dockage Por SPXC
j members. The City approves twenty �ive {25) slips
initially to be provided for live-aboard usage. Any
increase or decrease in this number must be approved by
the City in written form to the SPYC statinq the number
of slips it has approved for this purpose.
2. To use the SPYC policy (sae attachment C) which has
been approve3 by the City, that sets the criteria for
slip assignments at the marina. Purther, it is
understood that residents of the City of Saint paul on
the waiting list by 15 3anuary of each year shall be
ofPered slips at the Marina each year bePore slips are
ofPered to non-Saint Paul residents on the waiting
list: Pending the Saint Paul residents meeting other
slip assignment requirements.
J• To furnish the City with its proposed rates foz
dackage, storage and of:her services by March 2st of
each calendar year. Tha City shall have the right to
approve or disapprove these rates. The City shal2 not
act arbitrarily or unreasonably withhold its approva2
of the SPy� proposed rate structure.
X. To enter into no husiness oP constructing motor boats
or other craft in the harbors around Aarriet Island or
adjacent land. Boaters with approved ciockage may
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engage in boat repair to their watercraft in the U ,���
marina, however any najor boat repair Work must be �
anproved by the SPXC_ Docks construction �
sandblasting in order to paint, welding andPcarpentry
may be done on boats berthed or to be berthed at the
site with SPYC approval. The SPXC and the City shall
jointZy determine an area where this work may occur.
In add-ition, the SPYC sha21 grovide a weather proof
building to facilitate ttiis work to be located as
agree`��to between"the City and SpYC.
I.. To naintain the docks fingers and boom clear of boat
owners materials except when stored in SPyC approveQ
contai:ners or when approved by SPYC board during
repair.
M. To n regular marina hours during the boating
seasoh keeping an employee on call and/or duty to
answer calls for service and to supervise the care and
maintenance of the harbors and tha adjacent marina area
used by the SPXC_ The SPYC shaZl provide the City with
a copy of scheduled worker houre Por each year by March
1 of that year. Any changes in these haurs will be
reported to the City by SPYC for concurrence.
N- To provide and maintain docY,s in qood condition, with
hookups Por water and electricity that are safe and
well maintained Por the use by braaters with assigned
slips.
fl. That the SPYC shall fuTnish between 130 and 145 s�ips
which can be rente8 to boaters. If fewer than i30
slips or more than 145 are to be provided, approval
must be received from the City.
P. To maintain on the boon a suitable restaurant and
restroom facilities to serve transient boat owners �
whose craPt are temporarily moored in the harbors,
marina slip users and the public during the normal
boating season.
Q. To provide for its membership a meeting place in the
mariha area which may be used by members Por private
activit2es and may be used by others when approved by
the board of the SPYC.
R• To cooperate with and provide such facilities `hat are
necessary and appropriate Por the City�s Fire
Department Harbor Patro2, U.S. Coast Guard, Coast Guard
Auxiliary, Ramsey County Sheriff Water Patrol, Sea
Scouts of tha Boy Scouts of America and the Naval Sea
Cadets.
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S• That the SPyC s ha 3 l�be�r�sponsible to remove and
dispose of debris that accumulates in the south channel
of the Mississippi River upstream of the Navy Zs].and
bridge. The Yacht Club shall receive a credit of
$5,000 per year to be applied against their lease
payment to the City for this service. �`he City�s
Departpent of Public Works will reimburse the pivision
of Parks and Recreation for this credit by , Tuly 1 of
each year.
T.
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That the`S�PyC shall purchase and use a marina fuel
storage and dispensing system. Said system shall be
under the direction and control of the SPYC and the
SPYC shall be responsible for the periodic, legally
approved, testing of the �ank. The SPy� shall be
responsible Por the day to day maintenance oP the tank
to keep it in good operating condition. The SPyC will
provide gasoline for sale to the boaters during regular
hours during the boatinq season and by prior
appointment. The SPYC shall be responsible £or any
spill or damage to land adjacent to the tanks and/oz
any subsoil cleanup ordered by appropriate authorities.
To provide a pumpout facility for all boaters use
during regular hours of the normal boating season.
V. To conform to city, state and Pederal safety, health,
' accessibility and environmental standards and to
cooperate with tize appropriate agencies to achieve such
objectives.
w. That the SPYC at its option sha2l make the upper harbor
and lower harbor docks and boam handicap accessiY�le
within five (5) years of the signing of this agreement
or at such time that the Harriet Island Master Plan is
implemented. '
X. That the City at its option sha21 make access to the
upper harbor docks and lower harbor boom and docks
handicapped accessible within five (5) years oP signinq
of this agreement or at such time that the Harriet
Island Master Plan is impiemented.
Y. The SPYC will comply with state and federal fair
employment practice laws prohibiting discrimination on:-
the basis of an applicant�s age, sex, race or physical
status. This will also apply to persons seekina
.membership in the SPYC organization, '
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't"_ City�agrees to-provide the £ollowing land seivices;
.!erial and supplies in such amounts and cruantities as the
City alone wi11 determine adeauate, trees, shrubs, benches,
asphalt, gravel, grass, snow removal, pol,ice security,
security fences, fire and emergency services and electrical
access to parking areas as well as narina and boom
restaurant to electric, telepnone, water, natural gas and
sewage removal. Additiona23y the City will provide water
service access to the area known as the iTpper Harbor at the
time it imglements the Harrket Island Master Plan or at
such time that is�efionomically Peasible due to other
construction or development in the area. The City sha11
determine if it is in its best interest to provide this
service at such time or wait until the master plan is
implemented.
General Agreements:
3 A.1 That the daily, general maintenance of the present or ^
`� any new floatinq boom and its use by the public and for
temporary dockage of watercraPt shall be under the
direction and control of the SPYC. The City shal� have
the responsibility to provide najor maintenance repair
anci/or replacement of the boom. The SPYC shall inspect
the boom daily during the normal boating season and
weekly during the remainder of the year to insure it is
in goo@ repair. The SPYC shall make any minor repairs
naeded and they shall notify the City immediately if
any major repairs become necessary.'
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B. The City will provide a stiffleg derrick and derrick
house which is to be operated, tested and maintained in
gaod condition by the SPYC. At such time as the City
provides a travsl lift well, the SPYC will provide,
operate and naintain a travel lift.
C, The City will periodically inspect the leased premises
and inform the SPYC in writing of any conditions
needing attention necessary to comply with iease
obliga'cions.
D. The City will be responsible Por the shared areas of
the agreement and directs the SPYC to cooperate with
the Aarriet Island river boat operation by making
available a reasonable portion of the leased marina
p�operty for cooperative and shared use with the river
boat excursion operation during the boating season.
Any disputes as to responsibilitY, control or use of
the shared area referenced in this agreement shall be
the sole perogative of the City.
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• : : • Th�t-�tio improvements,�construction,_ �lterations of an . '���
, kind will be undertaken by"the SPYC as to.the leased y.•
� premises �ithout the prior reviesr and approval of the G�I
city in �rriting. V ��,�
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F. That the SPYC shall be permitted to store boats ar.d
other watercraft over the wihter season on the area
designated by the City for this purpose.
G. The City will provide SPYC with the City�s accident
report Porms_ These forms shall be filled out by SFYC
repsesentatives.in instances where accidents at the
leased premises are reported to or witnessed by Spyc
representatives. Completed reports shall be given to
the City without undo delay.
H. That a roster of the SPYC members, board members and
slip holders shall be furnished to the City of Saint
Paul's Manager of SpeciaZ Services by June 1 of each
year of this agreement beginning June 1, 1992.
�7. Revenue:
A. That in consideration for the outlined lease, the SPYC
sha11 pay the City twelve and one-ha1P percent
(12-1/2%) oP all zevenues that the SPYC receives
through the xental of Summer and Winter dockage and
,' storage.
B• The annual payments shall be made in increments as
follows: estimated one-half of revenue amouat on June
3, and the remainder by the following December 15 of
each calendar year.
C. The SPYC may apply the $5,000 credit it receives from
clearing and disposing of the debris it removes from
the Navy Island bridge area as part of its estimated
payment due June i of each calendar year. (See Section
ZZ, Paragraph S)
D. That the SPYC may propose to the City certain
improvemer� projects foz the betterment o� the marina
and park area where the City has the primary
responsibility, for which the SPYC wi21 be credited at
the rate of Nine Dollars ($9.00) per parson hour worked
by SPYC membezs. The work credit rate shall be subject
to adjustment at five {5} year increments as jointly
agreed to by SPYC and the City. These credits may be
deducted from the fee that the SPYC oWes to the City
for any one calendar year. At no time will credits be
carried over Prom one (1) year to the next unless the
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. SPYC receives Written apgrova2 £or such carryover fro�
the City. It is understood that only those projects
that the City agrees to in writing nrior to start-uo
shall be eligible for th2s deduction. The prajected
accessibility work outlined in Parzgraph II W, shall be
eligible for this credi...
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F.
The City has the right to inspect all books and recox-ds
pertaining to the oger�tion of the marina by SPYC. The
City._shail be.granted inspection of said books and
records by providing the SPYC with written notice oP
its desire, the SPYC shall have fifteeh (15) days to
provide such required data to the City.
SPYC �;ill provide tne City c✓ith an annual audit that
outlines a11 revenues received and expenses paid during
the past year. Sucn audit shall be done by an external
auditing firm. The City shall receive its copy of the
audit by Yebruary 15 eech year_ It is acknowiedged
that the SPYC's fiscal year runs from January 1 to
Decenber 31.
G. This agreement may be terminated at any time by either
party provided that three hundred six.ty (360) days
written notice is given from one party to the other oP
the intent to tenninzte this agreement and the
termination is agreeable to both the SFYC and the City.
H• Th2t the SPYC agrees to save and hold the City harmless
from any and all claims arising out of the SPYC lease,
use, and operations granted hereunder, and in order to
give this indemniPication force and effect, the SPyC
shall grovide, at it's own expense, public liability
insurance naming the City as additional-insure3
thereon, and said insurance shall be in the aggregate
sum of Six Hundred Thousand Dollars ($600,000) or such
sum as set by the leqislature of the State of Minnesota
as to the City�s exposure in liability cases. In the
event that Iiability caps for municipalities are
eliminated the amount of liability insurance that the
City wi21 require SPyC to carry wi11 be determined
solely by the City�s City Attorney, it being understood
that the City Attorney shall not act in an arbitrary or
capricious manner.
I• That ths 5PXC shall provide the City a copy of all
agreements or contracts between "the SPYC and any party
who will assist the SPYC in carrying out the
stipulations of this agreement.
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C:�Ya -e'.s L
Th�t for the purpose of.the administration�of thi:s,iease; the
Ci�y�s representativ2 shall be the�-Superintendent of Parks and
Recreation and the SPYC's representatiSe shall be the Commodore
�Q�.
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I23 WITNESS A£REOF, THE REPRESENTATIVE PARTIES HAVE SET TFiEIR
HP.PIDS AS FOI,LOWS:
APPR-9ED AS Tp ORH�
��/,_.,���`f �,�1.�.
City Attorney !i
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CITY OF SAINT PAB3,:
�,•,����
Mayor, City of Saint Paul
Da
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S�Tg�fintenden o Parks and
Recreatian
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Dlrector, Dent. oP Finance &
Ma� e r Se ices
Dis�ector, Depf of P blic
Works � K-��
Date
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r� zi , 1996
Nfr. Robert Puam
D"uector, St. Paul Pazks and Recreation
Ciry Hall Annex
25 West 4th S�eet
St Paul, Minnesota, 55102
Dear Mr. Piram:
I am v+riting to follow up on our conversation reaazding the administration of the new City Dock As we
discussed, the Saint Paul Yacht Club t�as been working on a outline proposal to administer the dnck
With the City planning to seek zequests for pioposals (RFP) for new businesses tn be maored on the City
Dock ]ocated in the Lower Harbor of the SL Paui Yacht Club. We svbmit, the Lease Ageement entered
into between the City and the St Paul Yacht Club �ants the Club conuol and administration of ihe Lower
Harbor including the new City Dock. Be advised that any RFP for businesses located in our harbors must
comply with and be in accordance with our Lease Agreement and respect the rights of the St Paul Yachi
Club. These other uses of the Dock must be compatible with the current operadons of the marina and not
conflict with the reasonable rights of the St Paul Yacht Club as ganted in our Lease Agrerment
It appears appropriate for the Ciry and the Club Io establish and agree on underlying criteria for the use of
the Ciiy Dock. In that regazd, we have prepazed a rough wUine tt�at represents some of the ideas we
would like to discuss with you and update our tease agreement accordingly. We aze ready to Lave a
meeting to discuss our proposai aY any time, piease let me know when we can a t tagether
Neil DenBleyker
Commodore
Saint Paul Yacht Club
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CC: Gerald E Frisch
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MA,VAGEMENT OF CTfYDOCK
SIGNS
• The City will provide appropriate signage as agreed by the parties.
STAFFING , ` ..
• Ciry Dock to be sta$'ed by SPYC
- by staff during the week
- by gas dock attendant during the weeicend
• If a special event occurs which causes the SPYC to provide additional staff beyond the above
parazneters the City will compensate SPYC through lease reduction.
OPERATION
• Visiting boau during the day will stay free of chazge. Signs will assist boaters as to where to rie up.
• Ovemight guests will pay a fee common to the SPYC rates for transients. (SPYC keeps the fees)
• Short term day visitors will stay on the river side.
• AII docking of boau on the inside of the dock must register with the SPYC as to prevent potential
conflicts of blocking access or egress for SPYC boaters.
• Ovemight guests will stay In the SPYC fiarbors. In the event accommodations in the SPYC harbois
aren't possible, guests will stay on the river side uniess directed otherrvise by the SPYC. This is to
prevent blocking access or egress for SPYC boaters.
• City to provide an honesty box on the dock for late arrivals.
• Ovemight guests will register with the SPYC attendant or use the honesty box.
• SPYC to monitor channel 16, and a l�arbor communications channel to communicate with boating
guests.
• Baaters staying for more than 4 hours during the day will rea ster with SPYC attendant Appropriate
signs so advising.
RESTROOMS
• City to provide public restroom and trash facilities near or on City Dock.
PARKIlYG
• City to provide appropriate parking Signs to indicate azeas and use. for the multiple use of the area
CLUB HOUSE
• The SPYC shail at some point in the future be given a place on the City Dock for a club house
facility.
PHASE II
• Upon the compledon of Upper Harbor Phase II project the SPYC the Ciry shalI study the City Dock
issue and adjust as needed.
ELECTRICAL
• City to instaIl electrical plugs customaxy ma,;na Standard for transients. (30amp,125volt)
USAGE
• The SPYC shall be a participant in the seIecLion of potential Iease holders on the City Dock No
tenant should be considered whose operation or physical presence comes into conflict with tfie SPYC
lease.
SAFETY & SECIIRITY
• The City and SPYC will work together to deveiop safety & security infrastructure and procedures.
• The SPYC shall have the authority to enforce dock rules.
• Pack Police will patrol the dock, particulariy after hours. All Boats moored at the dock without
proper registration will be required to leave.
• Dock hours will be prominently dispiayed at the ramps to the dock and at mooring locations.
MAINTENANCE
• The City will maintain the City Dock as it applies to repairs and routine issues such as trash zemoval,
bulb replacement etc.
• The SPYC shall perform routine inspections of the dock and inform the City of needed repairs. The
City is responsible for general inspections as necessary to insure a safe facility in ihe pazk system.
• SPYC to check the Ciry Dock daily. Routine removal of debris by SPYC sta$ and equipment City to
confinue the $SK lease compensation to SPYC. In the event a lazge debris snag occurs that the SPYC
equipment can't handle the City will be notified and other arrangements for removal will be made by
ffie City.
• In the event of a floating faciliry being placed at the head of the City Dock a properly designed debris
deflector should be installed to prevent a mass of flotsam from clogging the head azea of the dock
INSURANCE
• The City shail hold such insurance on the City Dock so as to hold harmless Yhe SPYC from damages
that may result from its use. The SPYC shall under its own policy cover itself and staff from any
negtigence that may result from our part.
RECOMMENDED
• City to provide a pay phone on or near City Dock for the convince of the puhlic and a link to
emergency personnel.
• A list of public events in the Harriet Island azea be provided {o SPYC to facilitate staffing and
planning.
o�
J � ; .�� i
SAINT PAUL YACHT CLUB
HARRtEi ISIAND
10D YACNT CLUB ROAD 9B1
S7. PAUl., MINNESOTA 55107-2030
6i2-292-8964
Fehivary 1, 1497
Robert Piram
➢irectar af Parks and Recr�ation
300 City H�li Axmex
25 4Vest Faurth St.
SaintPaul,Nfinnesata S�i02
i3ea� A�r. Pirarrt
I am writir�g to e�press the Ssisrt Paul Yaeht Cluh's cartcesn regarding the req�test £or
proposai tiie City �as salicited it�r 13�e restaurant on the �'ublic Doctc. As you kuow the
publ'sc dock is tae2ted wi¢I�� the properiy the Yaclrt C2ub leases £rom the City o€ �a�
Paul. Ii is t�e Yacht Club's positio�, tha# any facilit� proposed ta be lac�ted ,vil�in cxzr
xease premises must meet cvith our approval At t�tis time the Yac� eluh has not given
i�'s approval fQr any facility beys�nd what is cunently iocatad an the dack.
Vi�e are awas� t�ie �iry is iu the process af reviewi�g proposals for a facitity tltat wwitd
i�friuge on the Yacht �iubs use o£ the Lower Flarbor Miller pock, and t3ierefQre would be
unacceptaty2e ics us. We s#and ready to wark with the City an proposats #hat tuoutd not
conflict with t�e operation of our mari.cia ar �vould not unreasanahly in£ringe on t�ur lease
rights.
SincerEiy
Neit 33enBleyker
Commodora Saini Pau31'acht C1uta
15 u
�,�� �
�
ce Counci2 Pres�dent David T'hune
SAINT PAUL YACHT CLUB
HARRlETISLAND
100 YACHT CLUB ROAO �81
ST. PAUL, MINNESOTA 55107-2030
fi12-292-8964
Febreiary I, 1097
David Thune
Ca�xncit President City of Saint Paut
31fl Ci#y �ia]i
I S West Kellog Blvd.
Saint i'aul Mn�nesota 55102
Bear Dave
I am writing yau tF�s Ietter based on yo� conversation rvith Dave Engfer, concenung
issues pertain'ssig #o our iease wi�h #he Cit�} of 8aint Faul. I havs 3iad severa�
conversatiovs wiCh Ms. Piram re�ard'ang faci�i#�es propased to be Iocafed ou the Publlc
Dock. in aur eonversatioas ivlr. Param has not recogriized the 'Yacht C3ubs rights under
Qur lease with the City to agprave or disapprove facititics prnpased to be located in our
leased prernises. Enciased yau will f nd a leCter' stating our posifion regarding Y1us matter,
Wa agpreciate ynur offer tcs assist �s in this matter. We stand ready to meet with you at
your �es# aonveuience.
YQUrs tritly
1�
q�"���
�ei1➢en �Iey�er
Cainmadore Saiut Pan1 Yacht Club
Council File # � " �0 �
o�����A�
Presented By
Referred to
Committee: Date
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WHEREAS, Riverboats Inc. has brought suit against the City of Saint Paul and
Robert P. Piram, Superintendent of Parks and Recreation, in the T7nited States
District Court, District of Minnesota, Third Division accusing the City and Robert
Piram of treating Riverboats Inc. unfairly in regard to its desire to operate a boat
excersion business from City Parkland along the Mississippi River, and;
WHEREAS, the above referenced litigation was to be tried on March 4, 1996, and;
- WHEREAS, the parties have determined it is in their best interests to resolve
the litigation by means of entering into two agreements which are attached hereto as
Exhibit A and B and by the payment of 525,000 to Plaintiff by the City, and;
WHEREAS, it is the intent of the parties to submit Exhibits A and B to the
Mayor and City Council of Saint Paul and others as more fully set forth in Chapter 86
of the Saint Paul Administrative Code for approval;
NOW THEREFORE BE IT RESOLVED, that the proper city Officials are hereby
directed and authorized to enter into the attached Settlement Agreement with
Riverboats
Reques ivision of Parks and
Rec ation
�
� �,� y: �.�___._
Form Approved by City Attorney
Adopted by Council: Date � o�i„. � \���
�-�--�
Adoption Certified by Council Secretary
By
��
By:
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Green Sheet # � ��q
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By: �' `�t'•t�-� �i--2�
., o►_�nA
- „ - .
DEPARTMENpOFFICE/COUNGL � , , DATEINRIATED GREEN SHEET 1O � NO. 62729
Parks and Recreation ��� 29 � 998 v
CONfAGT PEfl$ON AND PHONE INfMUDATE INfTIAlAA7E
Bob Piram (226-6410) .----�� � DEPAR(MENTDIftECTOR Q� CfSYCOUNCiL
ASSIGN �.
NUMBER F01� Z CRV ATTORNEY _CfiY CLEflK
MUST BE ON COUNGL AGEN�A BY (DATq ROtmNG
OBOEx _FlNANCIALSFRVICESDIq.
ASAP 3 MAYOR (OR ASS 5 Parks & Recreation
_ �/ `�.
TOTAL S OF SIGNAiURE PAGES � (CLIP ALL LOCAiIONS FOR SIGNATUHE)
ALTION FEQUESiED:
Signatures of the Superintendent of Parks and Recreation, the City Attorney, the Mayor and passage of the attached
resolution 6y the City Council, which allows City staff to enter into a setttement agreement with Rivesboats Inc.
REGOMMEN�ATIONS: Approve IA) or Re�ea IPo PERSONAL SERVICE CONTPACTS MUST ANSWE6 THE FOLLOWIN6 QUESTIONS:
_PLANNMG COMMISSION _CIVIL SERVICE COMMISSION �. Has this oersonlfirm ever worketl untler a comract for this tlepartmerrt?
CIBCAMMiTTEE _ VES NO
A STAFF 2. Has Mis personlfirtn evw been a city empbyee2
-- YES NQ
DISTFICT COUNCIL
— — 3. Does [his persoNfirm possess a skill no[ normally possess¢tl by any curren[ crty employeet
SUPPORTS WHICH COUNCIL OBJECTIVE? YES NO
EzB�ain all Yes answers on sapararo shaex antl ettac� m grean sheet.
INITIATING PFOBLEM, ISSUE, OPPOflTUNITY IWho, What When, Where, Why):
Riverboats Inc. has filed suit against the City in connection with its desire to an excursion business from a City park
along the Mississippi River, The attached settlement agreement outlines conditions which have been negot[ated to
setile the suit.
ADVAPITAGES IF APPflOVED:
The suit is setTled. A ��' �� �99�
���It3R'� L3F�1�'�
DISADVANTAGES IF APPROVED:
The City will be in business with Riverboats Inc. and wiil pay them 525,000 for attorney and other costs.
DISADVANTAGES IF NOT APPflOVED: .
The suit will go forward, the City Attorney's Office be4ieves that the City could lose the case and be expected to pay
more than the proposed settlement.
TOTALAMOUNTOFTRANSACTION S #Z �OS�IREVENUEWDGEfFD(CIRCLEONEI VES NO
` '�
Fl1NpIN650URCE Tort Liabilitv fund ACTiVITYNUMBER .. n%�'+�'
, .I, o � a m� .. _ -
FINANCIAIINFOFMATION: (EXPLAIW
The City will pay Riverboais Inc. 525,000 towards its fegai fees and other costs.
��� � 4 ����
` ��..g�o9
SETTLEMENT AGREEMEP3T
This settlement agreement is entered into between River Boats, Inc. and the Ciry of St.
Paul (Ciry) and Robert Piram who aze parties to the litigation pending in the United States
District Court, District of Minnesota, Third Division entitled River Boats, Inc. v. The City of
Saint Paul and Robert P. Piram, File No. 3-95-517.
RECITALS
WHEREAS, the above-referenced litigation was to be tried on Mazch 4, 1996;
WHEREAS, the parties have determined 'at is in their best interests to resoive the
litigation by means of entering into two agreements which are attached hereto as E�ibits A and
B and by the payment of $25,000 to Plaintiff by the City;
WHEREAS, it is the intent of the parties to submit E�ibits A and B to the Mayor and
City Councii of St. Paul and others as more fully set forth in Chapter 86 of the St. Paul
Administrative Code for approval;
NOW, THEREFORE, it is agreed:
1. The City and Defendant Piram shall use their best efforts to obtain approval of
E�ibits A and B.
2. If E�ibits A and B are not approved by the City, the parties intend that this
matter shall be reinstated on the Court's calendaz so the litigation may proceed and Plaintiff will
be permitted to continue its operations as they existed in 1995 at Watergate Marina until the
litigation is concluded.
3. All settlement discussions, correspondence, writings (including E�ibits A and B)
were conducted and prepared pursuant to Rule 408, Fed. R. Civ. P. with the understanding that
a S •�'°�
information disclosed ar discussed in those contea�ts is not admissibie if this litigation proceeds.
4. No language contained in E�ibits A and B shall in any way be used by either
pariy as evidence of an admission or waiver of any azguments or positions if this litigation
proceeds.
5. Within 15 days of fmal approval and execution of E�ibits A and B, the Ciry sha11
pay Piaintiff $25,000 towazd its legal fees and costs.
6. After compliance with the terms hereof the parties shall execute a stipulation of
dismissal with prejudice without cost to either pariy except as set forth above.
RIVER BOATS, INC.
DATEL��-� 1998
/
DATED: , 1998
DATED: , 1998
� �
By'�dc�u � � :r,�--"r�c"�✓�
t`Hany E ene C sidy �
Its C �ef Executive Officer
C�T 1�2�f�`Y1�7�71i1
B y-
Its
P. Piram
2
°��'�°�
DATED: � � ( � 1998 PERRY,
�Y -�� � � � //�� f �'
Stewart . erry ( 8 30 )
Shawn M. Perry (#185000)
Attomeys for Plaintiff
402 Tow1e Building
330 Second Avenue South
Minneapolis, Minnesota 55401
(612)332-8100
DATED: , 1998 PEG BIRK
City Attornep
By
Theodore D. Leon {#230121)
Assistant City Attorney
Attorneys for Defendants
550 City Hall and Court House
St. Paul, MN 55102
(612)266-8747
�� � r � < �"" � a �.���
AGREEMENT
This Agreement is made and executed on ttris day of
1998, by and between the City of Saint Paul, hereinafter referred to as the "City" and River
Boats, Inc., hereinafter refened to as"River Boats."
ARTICLE I
RECITALS
W��REAS, River Boats desires to operate a floating restaurant on the Vessel
know as the ReJoyce at Harriet Island Pazk owned and operated by the City of Saint Paul,
and;
WI�REAS, the City recognizes that this operation would provide a benefit to the
public by expanding opportunities for the enjoyment of the Mississippi River and the City
of Saint Paut's riverfront environment.
NOW, THEREFORE, in considerafion of the promises and mutual covenants
herein contained, it is agreed as follows:
ARTICLE II
LOCATION APiD RELOCATION
II1. The CiYy hereby grants to River Boats the privilege af operating a floating
restaurant adjacent to the City's public dock, located in Harriet Island Park at the specific
site identified on E�ibit A attached hereto on the vessel currently known as the ReJoyce.
The ReJoyce shall be located within 10 to 15 feet of the location depicted on E�ibit A.
II.2. That the boat housing the floating restaurant must be able to anchor itself
and not need to use the public dock for any weight bearing tie-up purpose.
II3. River Boats' customers and personnel sha11 be able to use the public dock
for ingress and egress into the floating restaurant.
II.4. That in cases of emergency ot disaster such as flood or other natural act,
River Boats will vacate its location adjacent to the public dock if directed to do so by the
City's Superintendent of Pazks and Recreafion, Fire Chief, Police Chief or other Caty
official delegated such power due to the emergency. The cost of this relocation shall be
borne by River Boats. Further, River $oats will make no claim against the City £or lost
business or added eacpenses due to ihis temporary relocation unless the City was
responsible in whole or in part for the need to relocate.
II.S. That the City and River Boats acknowledge that conshuction projects in the
Mississippi River areas may be ongoing during the term of this Agreement and agree to
cooperate with each other if the construction causes the enterprise to be moved to a
� � .�09
different location temporarily. Such new location shall be as accessible as the original
location, as is reasonably possible and shall be made at the City's cost.
II.6. If it is necessary to perznanently relocate the restaurant from the original
location, the City sha11 at all times determine the new site of the restaurant at Harriet Island
subject to River BoaYs approval. The parties shall negotiate in good faith for an alternate
location. If it is the City that causes the move, the City shali pay for the relocation. In all
other cases any relocation costs shall be borne by River Boats.
ARTICLE III
TERM OF THE AGREEMENT
III.1. The term of this Agreement shall be fifteen (15) years. It shall commence
upon the commencement of the floating restauranYs operations and shall continue for
fifteen (15) years. The term shall end on December 31st of the fifteenth year. For
example, if the restaurant commences operations in 1999, this Agreement would terminate
on December 31, 2013.
III.2. River Boats may commence operations any time after the renovation is
completed as required in Article V.2., but shall commence operation of the restaurant no
later than Ju1y i, 1949.
III.3. Provided there are no uncured defaults of this Agreement, the City agrees to
enter into good faith negotiations for renewal of the Agreement at the end of the fifteen-
year term.
ARTICLE IV
SITE MAINTENANCE
IV.1. The City shall use its best efforts to maintain and keep the pazk area in,
about and adjacent to the area from which the enterprise will operate, clear of refuse,
rubbish and miscellaneous unsightly storage.
ARTICLE V
RENOVATION-CONSTRUCTION
V.1. The City recognizes that extensive renovation and construction is required
to make the ReJoyce suitable to operate as a restaurant.
V.2. River Boats agrees to renovate the ReJoyce prior to locating the vessel at
Harriet Island. The renovation sha11 be complete no later than July 1, 1999.
V.3. The renovation work identified in part V.2. shall be performed at a location
at the hazbor by the NSP Plant or under the "High Bridge" at the site depicted on Exhibit B
`a
a�
whichever is more feasible and the City will make available to River Boats at no charge for
use by River Boats to renovate the ReJoyce.
V.4. The renovation work identified in part V.2. shall be completed prior the
ReJoyce being relocated to the Hartiet Island site and that the boat shall be open for
business within two weeks of its move to Harriet Island, with only miuimal installation of
equipment and supplies such as tables and chairs to be accomplished unless otherwise
agreed to in writing between River Boats and the City.
V.S. All costs of this renovation, including utilities, shall be the responsibility of
River Boats.
ARTICLE VI
PAYNIENTS AND REPORTING REQUIREIVIENTS
VL 1. River Boats shall pay the City the greater of the following:
a. $2,400 or minimum flat fee per year; or
b. (1) 1.75% of gross revenues generated by the restaurant over
$350,Q00 for the first two years of operation;
(2) 2.0% of the gross revenues generated by the restaurant over
$350,000 for years three through eight; and
(3) 2.5% of the gross revenues generated by the restaurant over
$350,000 for years nine through fifteen.
VI.2. The minimum flat fee per year shall be paid by River Boats to the City as
follows:
a. $1,200 on July lst of each year of this Agreement;
b. $1,200 on October Ist of each year of this Agreement; and
a Any percentage payment due the City from the previous year by
February 15th of each year.
VI.3. River Boats shall keep at the floating restaurant, or at 495 Kenny Road, St.
Paul, Minnesota or at its current principal place of business, a permanent accurate set of
books and records which will accurately reflect and pernut the determinafion and
verificarion of the amounts due the City of Saint Paul under the Agreement. Such books,
records and accounts shall be available for inspection by the City between the hours of
9:00 a.m. and 5:00 p.m., Monday through Friday, inclusive by any duly authorized agent
of the City, at times of restaurant business opera6on.
q�-��9
V.4. On or before the fifteenth day of Febniary of each calendar yeaz under this
Agreement, River Boats shall submit to the City a statement, in duplicate, showing the
total gross revenue received from the operation of the restaurant for the preceding year_
The statement to be submitted shall be in such form and contain such detail as may be
necessary to adequately account to the City in accordance with generally accepted
accounting principles, for the payments due under this Agreement.
ARTICLE VII
OPERATIONS
VIL 1. The restaurant must contain a sit down dinner element but may also contain
a fast food element. It is anticipated that the restaurant will be open to the general pubiic
with a family oriented ambience primarily offering a casual dining experience that wili
serve patrons who azrive from land and water. While the restaurant will attempt to attract
families, service is available to all people who wish to frequent the facility. There will be a
particular focus on serving patrons who aze visiting Fdan•iet Island and the waterfront.
VII.2. River Boats shal] operate the enterprise in a mannez which will be a credit
to the City of Saint Paul.
a. The facility housing the entetprise sha11 be kept in good repair both
inside and out. Painting will be done, as needed, in a timely manner.
b. The outside of the enterprise shall be kept free of trash and debris.
c. On-land facilities and areas which support the enterprise, shall be
kept in a clean condition.
d. Customers, guests and general public sha11 be treated in a polite,
sensitive and customer friendly manner.
VII3. The restaurant located on the public dock is intended to serve the users of
Harriet Island Pazk, therefore off=site catering by the facility shall account for no more than
15% of its annual sales.
VII.4. The operating hours of the floating restaurant shall be no earlier than 6:00
am. or later than the hours of Harriet Island Pazk, which is currently 11:00 p.m.
VILS. River Boats may exect signage to advertise and identify its enterprise. Such
signage shall be submitted to the City for approval for content and location prior to it being
erected.
VII.6. The patrons of the floating restaurant shall pazk their vehicles at a location
deternuned by the City. The patrons of River Boats shall haue access to public parking
adjacent to the public dock. It is understood that the exact location of the parking has not
been determined and is dependent upon the final design of Harriet Island. The City shall
�I �'• r°q
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have the right to dictate alternate parking locations that are reasonably close to the public
dock.
ARTICLE VIII
DEFAULT AND CURE
VIII.1. If River Boats fails to comply with any material term of this Agreement, the
City shall have the option to declare this Agreement in default. If the City chooses to
declaze this Agreement in defauit for a breach by River Boats, it shall provide written
notification of the breach by registered mail. If River Boats does not cure the breach
within thirty (30) days of receiving the written notice, the City shall have the right to
terminate this Agreement after the 30 days expires or to bring an action in a court of law.
VIII.2. If the City fails to comply with any material term of this Agreement, River
Boats shall have the option to declaze this Agreement in default. If the River Boais
chooses to declare this Agreement in default for a breach by the City, it sha11 provide
written notification of the breach by registered maiL If the City does not cute the breach
within thirty (30) days of receiving the written notice River Boats shall have the right to
terminate this Agreement after the 30 days expires or to bring an action in a court of law.
ARTICLEIX
TERMINATION
IX.1. This agreement sha11 automatically terminate at the end of the fifteenth year
term unless the parties agree in writing to extend it.
IX.2. If River Boats or another party as outlined in Article V.2, fails to commence
operation of the restaurant by July l, 1999, this Agreement sha11 automaUcally be
terminated unless:
a. The inability to commence operations by July 1, 1999 was caused in
whole or in part by actions or omissions of the City; or
b. The City agrees in writing to permit a later opening date; or
c. The failure to commence operations is the result of events out of the
control of River Boats such as labor disputes, acts of God or other events listed in Article
XVI.3.
IX.3. If this Agreement is terminated by the City for failure to open by Ju1y 1,
1999, River Boats will make no claim against the City due to River Boats' failure to
unplement its restaurant operation unless the City's conduct has prevented it from opening.
5
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IX.4. Notwithstanding any other provision herein, this Agreement shall
automatically tenninate without the right to cure upon the occurrence of any of the events
described below:
a. A petition by or against River Boats under the baukrnptcy laws of
the United States, which perition is not dismissed within ninety (90) days from the date of
such filing; and
b. The assignment by River Boats of its assets for the benefit of
creditors under any state insolvency laws.
IX.S. Upon termination of this Agreement River Boats shall vacate the location
used by the enterprise and shall leave the premises in as good condition and order as they
were at the time they wete accepted, ordinary and reasonable use and damage by the
elements excepted.
ARTICLE X
SUB-LEASE OR SALE
X.1. That the restaurant may be self-operated by River Boats, or by another
entity or pezson with the approval of the City.
X.2. If River Boats sub-leases, assigns or transfers this Agreement to a tlaird-
party, it shall first notify the City of its desire to do so and shall submit in writing to the
City (i) the name of the proposed third-party; (ii) the nature of the proposed assignee's
business; (iii) the proposed agreement and any other agreements to be entered into
concurrently with such third-party, including full disclosure of all financial terms; and (iv)
such financial information as the City may reasonably request concerning the proposed
third-party. River Boats shall pay the City a reasonable fee for the City's expenses,
including attorneys' fees, in reviewing such proposed sublease or transfer and in reviewing
the proposed third-party's financiai ability to assume the Agreement, said fee not to exceed
$500.00.
X3. If there is a sub-lease or sale to any other party(ies), the other party(ies) and
River Boats shall submit to the City their plans far the operation of the floating restaurant.
This plan must include: operating schedule, menu(s), any entertainment p1ans, financial
structure and references in the case of a sale or lease, management structure and any plans
to remodeUredesign the boat. This shall occur before any sale or lease is completed.
X.4. In the event of a sub-lease of the floating restaurant operation, River Boats
will remain responsible for the terms of this Agreement unless released in writ3ng by the
City.
X.S. In the event of a sale or assignment of the floating restaurant operation the
new owner(s) shall be responsible to comply with all the terms of this Agreement.
�Y't
x
ART`ICLE XI
COMPLIANCE WTTH LAW
XI1. River Boats, its personal representatives, successors in interest and assigns,
as a part of the consideration hereof, do hereby promise, covenant and agree, that
a. No person, on the ground of race, sex, sexual or affectional
orientation, color, creed, religion, age, disability, familial status, marital status, status with
respect to public assistance or nafional origin or ancestry shall be excluded from
participating in, be denied the benefits of or be otherwise subjected to discriminarion in the
use of said facilities.
b. No discrimination shall be practiced in the selection of employees
and contractors, by contractors in the selection and retention of first tier subcontractors,
and by first-tier subcontractors in the selecrion and retention of second-tier subcontractors.
a Such discrimination shall not be practiced against the public in its
access in and use of the facilities and services provided for public accommodations (such
as eating, rest and recreation) constructed or operated on the floating restaurant, and;
d. River Boats shall use the premises in compliance with a11 other
requirements imposed pursuant to the Saint Paul Legislative Code Chapter 183.
XI.2. River Boats shall keep and observe all the laws and ordinances relating to
said premises and the care and use thereof. In regards to the above, River Boats shall be
responsible to obtain and keep current any licenses and permits needed to operate the
facility.
ARTICLE XII
UTILITIES AND MAINTENANCE
XII.1. Any ongoing operations or maintenance expenses shall be River Boats'
responsibility.
XII.2. River Boats shail pay all utility hook-up and usage costs associated with
their enterprise. This includes: water, electrical, gas, sewer, telephone, cable television and
any other such service. River Boats is responsible for a11 costs associated with utility dock
and shore modifications necessary to accommodate its proposal so long as the location of
the restaurant is at the location identified on E�ibit A. However, at the locafion on
E�ibit A on the public dock, there are presently utility hookups that River Boats shall be
permitted to connect to. This provision is subject to Article II.S.
XTI3. River Boats shall dispose of all rubbish and refuse generated in connection
with its operation at its cost but shall not be responsible for the upkeep, maintenance or
7
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repair of pazk properiy used in connection with the enterprise. The City shall provide a
location at no cost for River Boats to place a trash dumpster adjacent to the pazking azea in
which to dispose of its rubbish and refuse.
ARTICLE XIII
INDEMIlVTFICATION
XIII.1 That River Boats hereby agrees to hold the City and all of its officets,
agents and employees harmless and indemnified from and against any penalty, damage or
charge imposed for any violation of laws or ordinances that are occasioned by the
negiigence of River Boats or those holding or operating under River Boats. In addition
thereto, River Boats hereby agrees to hold hazmless and indemnify the City, its o�cers,
agents and empioyees from and against all loss, cost, damage or expense arising or
growing out of any accident or other occurrence in connection with the opera6on by River
Boats on or about the premises used by Rivet Boats pursuant to the privileges granted
hereunder which may cause injury to any person or property.
ARTICLE XIV
INSi7RANCE
XIV1. As additional assurance of such indemnification, but not in lieu thereof,
River Boats sha11 obtain and pay the premiums upon a general liability insurance
policy(ies) which will name the City as an additional insured. Such policy(ies) shall cover
injury to persons or properiy arising out of the operation of River Boats business with
i'units of not less than $50,000 with respect to property loss, $300,000 with respect to
injury or death to any one person and $750,000 for any number of claims arising out of a
single occurrence. If the masimum liability is modified by the legislature, River Boats
shall be required to provide coverage adequate to cover up to the limits of the City's
maximum liability. The policy(ies) of insurance shall be submitted to the City Attorney
far the City for approval and shall be filed with the Deparnnent of Finance and
Management Services prior to the execution of this Agreement. Such insurance policy(ies)
shall be kept in force during the entire period that this Agreement or any renewal thereof is
in effect and shall contain a provision which will not permit canceilation without 30 days
prior written notice to the City.
XN.2. That in the event that River Boats determines to sell beer andfor wine or
liquor, River Boats shall provide a liquor liability insurance policy which names the City
as an additional insured in limits required by State law. The insurance policy(ies) shall be
filed with the Department of Finance and Management Services prior to the serving of beer
andlor wine or liquor by River Boats. Such insurance policy(ies) sha11 be kept in force
during the entire period that this Agreement or any renewal thereof is in effect and sha11
contain a provision which will not permit cancellation without 30 days prior written notice
to the City.
XIV.3. To the extent that River Boats intends and desires to be held privately
responsible for claims up to Two Hundred Thousand Do11azs ($200,0OO.OQ), River Boats
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sha11 be allowed to self-insure up to this amount, provided first that it maintains a general
liability policy for claims excaeding this amount up to the limits addressed above and,
further, that it maintains at all times a certificate of deposit as collateral in the amount of
self-insurance it decides to self insure itself for. River Boats shall at all times guarantee
and maintain the certificate of deposit in the full amount of self-insurance provided
pursuant to this agreement for the purpose of satisfying any judgment against, the City.
Prior to this agreement becoxning effective, River Boats shall execute a written agreement
with a federally insured Bank or other financial institution, lawfully doing business in the
State of Minnesota, and issuing the certificate of deposit, which requires the bank to notify,
in writing, the City of St. Paul through its Manager of Special Services, Pazks &
Recreation Division of St. Paul, at 300 City Hall Annex, 25 West Fourth Street, St. Paul,
MN 55102, not less than thirty (30) days before the certificate of deposit is transfened,
encumbered, posted as collateral for any other debt or obligation, gifted, devised, or
otherwise compromised. However, if there aze pending claims against the City, the
agreement, shall provide that there is to be no such transfer or other compromise of the
Certificate of Deposit without first obtaining the City's express written consent. Any
transfer or compromise of the Certificate of Deposit, without the City of St. Paul's express
written consent, will automatically work an immediate termination of this agreement.
River Boats shall exclusively be entitled to any interest earned on said certificate of
deposit. Concomitant with the duty to indemnify, River Boats also agrees to apply the
funds held as self-insurance to any claimant who secures a judgment against River Boats
or the City arising out of any claim far damages in connection with River Boats'
operations, subject to the terms of the obligation to indemnify. Purthermore, River Boats
expressly agrees to cooperate fu11y with the City in invesfigating any and ail claims for
damages brought by the City or third parties. To this end, River Boats agrees to provide
the City with any and all documents relating to any ciaims including, without limitation,
insurance forms, written reports, recards of repairs or damages, any and all statement of
witnesses, photographs, drawings or other related visual or audio recordings or depictions.
River Boats shall also make available its officers, employees and agents for oral interviews
ar deposi6ons and shall timely comply with all discovery requests.
ARTICLE XV
CITY EVENTS AND CONSTRUCTION
XV 1. That the City wili not be responsible for lack of revenue due to construction
projects in proximity to the floating restaurant.
XV.2. The City shall have the right to produce special events in Harriet Island
Park that may negatively impact the floating restaurant, but shall use its best efforts to
produce the events in such a way as to minimize any access or financial loss to the floating
restaurant.
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ARTICLE XVI
ADDITIONAL PROVISIONS
XVI.1. Settlement: This Agreement, the River Boats Agreement at Watezgate
Marina and the Settlement Agreement in River Boats, Inc. v. The Citv of Saint Paul and
Robert P. P'uam. File No. 3-95-517 satisfy all claims, causes of action and controversies
brought forward by River Boats against the City. This provision shall survive any
ternunation of this Agreement.
XVI.2. Waiver: River Boats will make no claun and waives any right against the
City on account of any loss or damage by fire, water, windstorm, floods, freezing, gas,
electric wires and other acts of God affecting its property in connection with its operation
unless contributed to by the City's negiigence.
XVI3. Force Majure: The failure of performance or delays by either parry shall
be excused if caused by or if arising out of acts of God, strikes, labor disputes, acts of the
public enemy, wars, riots, floods, storms, material shortages, act of State or Federal
government and any other causes whether similar or dissimilaz, which are not reasonably
within the control of the party claiming Force Majeure.
XVI.4. No Exclusivity: No provisions of this Agreement may be construed as
giving River Boats exclusive rights to this rype of enterprise or any other enterprise in that
portion of the river where the enterprise is located. The City shall have the right to
evaluate and place other business ventures within the proximity of Rivet Boats.
XVI.S. Notices: Ail notices pertaining to this Agreement sha11 be in writing and
shail be sufficiently given if personally delivered or sent by registered mail (date of receipt
to control) to City:
Robert P. Piram
Superintendent of Parks and Recreation
25 West Fourth Street, Room 300
Saint Paul, Minnesota 55102
to River Boats:
Gene Cassidy
River Boats, Inc.
495 Kenny Road
Saint Paul, Minnesota 55101
The above addresses or persons to whom notice may be delivered or sent may be
changed from time to time by notice under this Agreement.
XVI.6. Independent Contractor: The parties hereto agree that they are acting as
independent conhactors and that nothing in this Agreement is intended to create, nor shall
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anything herein be construed or interpreted as creating a parinership between the City and
River Boats except as expressly agreed to herein. Each party shall be responsible for its
own sepazate debts, obligations and other liabilities.
XVL7. Severability: If any provision of this Agreement shall be declazed invalid
for any reason and such provision does not destroy the objects and puzposes of this
Agreement or make unfeasible the perFormance of the remaining terms and condirions of
this Agreement, such provision shall be deemed severable and the remaining terms and
provisions of ttris Agreement shall be enforced in accardance with their terms.
IN WI'INESS WHEREOF, the parties hereto have hereunto set their hands to this
Agreement as of the day and year first above written.
APPROVED AS TO FORM:
Assistant City Attorney
FOR RIVER BOATS, INC.:
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H. Eugen assidy
Its Chief Executive Officer
CITY OF SAINT PAUL:
The Honorable Norm Coleman, Mayor
Robert P. Piram, Superintendent of Parks
and Recreation
Director, Department of Finance and
Management Services
City Clerk
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This agreement is made and executed on this day of
, 1998, by and between River Boats Inc., a corporation
organized and existing under the laws of the State of Minnesota,
having its principal o£fice at 495 Kenny Rd., St. Paul, MI3 55101
(hereafter River Boats), and the City of Saint Paul, a municipal
corporation (hereafter the City).
ARTICI,S I
RECITALS
WHEREAS, River Boats desires to operate a passenger vessel service
on navigable waters and to make the vessels available for hire by
the public for trips, cruises, charters, dining, entertainment and
food and beverage servioes, and agrees to locate and operate from
a portion of Watergate Marina, looated in St. Paul and owned and
operated by the City of St. Paul, and;
ASSREAS, the City reaognizes that this operation would provide a
benefit to the public by expanding opportunities for enjoyment of
the Mississippi River and the City of Saint Paul's riverfront
environment.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:
ARTICLE II
DESCRIPTION OF PREMISES
II.1. City shall permit River Boats, for the limited purpose
more fully described in Article V, and here generally described as
the conducting a passenger vessel service, upon that certain area
of the land and harbor space, located at Watergate Marina, situated
in the City of St. Paul, County of Ramsey, State of Minnesota, as
that certain area is more particularly described in Exhibit A,
attached hereto and made a part of this agreement by incorporation.
II.2. As used in this aqreement, the term "premises" shall
refar to the real property as well as the areas used, traversed or
occupied by River Boats upon the waters within the Lower Harbor of
Watergate Marina, all as more particularly described in Exhibit A.
II.3. It is the intent of the parties that River Boats locate
at and operate from the Northwestern most portion of the Lower
Harbor, as that area is more particularly desoribed in Exhibit A.
However, to that end, the City agrees to make its best effort to
promptly dredge that location, at its expense, to make the location
suitable for River Boats' operation. Should the location, by the
agreement of both parties, be otherwise unsuitable, the City will
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allow River Boats to relocate to another location adjacent to the
western bank inside the Lower Harbor, provided that such relocation
can be accomplished without impeding other marina traffic. Any
such relocation of River Boats' operation shall be made at River
Boats' e�ense unless River Boats has already completed extension
of services to the Northwestern portion of the Lower Harbor and
otherwise put in a11 ramps, docks, and vandal lights at that
location. If River Boats has already completed extension of
services to the Northwestern portion of the Lower Harbor and
otherwise put in all ramps, docks, and vandal lights at that
location, the relocation e�cpenses shall be borne by the City.
ARTICLE IIZ
TERM OF AGREEMENT
III.1. The term of this agreement shall be for five (5) years,
oommencing on May 1, 1998, or when the agreement is authorized and
executed in accordance with the provisions of the City of Saint
Paul Administrative Code, Chapter 86, whichever last occurs, and
ending on October 31, 2002; unless earlier terminated in the manner
provided for in this agreement.
III.2. This agreement shall not be construed as providing,
either e�licitly or implicitly, for any right to renewal or at-
will tenancy, upon the expiration of its term or upon termination.
However, i£ there has been no uncured breach of this agreement, for
which the City has given written notice or if the agreement has not
been terminated due to a breach, the City shall provide River Boats
with an option to renew the Agreement for another four-year term,
at rates to be negotiated, at Watergate Marina or another location
suitable to River Boats if Watergate Marina will no longer be used
for commercial Passenger Vessel Services.
III.3. River Boats has no right to enter, locate at, operate
from, remain or possess the premises prior to or after the term of
this agreement, or its termination. River Boats sha11 vacate the
premises thirty (30) days following termination of the agreement or
thirty (30) days following the end of the term on October 31, 2002,
whichever occurs first. Should River Boats fail to vacate the
premises in the time provided for in this agreement, the City shall
be entitled to reasonable liquidated damages in an amount of
$150.00 per day, which sum is believed to be a fair pre-estimate of
such damages and is agreed between the parties to be a fair amount,
reasonable in the light of the anticipated harm which could be
caused by the breach, the difficulty of proof of loss, and the
inconvenience or non-£easibility of otherwise obtaining an adequate
remedy.
ARTICLE IV
PAYMENTS
IV.1. In consideration for the use of the Premises by River
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Boats under this Agreement, River Boats agrees to pay the City the
following sums:
A. Base Payment: River Boats agrees to deliver, without
prior demand, to the Manager of Special Seroices, Parks &
Recreation Division of Saint Paul, at 300 City Ha11 Annex, 25 YI.
4th Street, St. Paul, MN 55102, or such other address as the City
may from time to time desiqnate in writing, a base payment of Two
Thousand Bive Hundred Dollars ($2,500.00}, in lawful money o£ the
United States, per year. The first year's base payment shall be
delivered to the City upon final execution of this agreement. Each
year's base payment thereafter shall be delivered to the City in
two equal installments of $1,250 on July l� and October l of each
year.
8. Percentage Payment:
1. During the first three years of this agreement
(1998, 1999, 2000} River Boats agrees to pay the City five percent
(5%) per annum, of its gross proceeds derived from the lease,
rental, license, charter or other use of its vessels for the
oarrying of passengers. This percentage payment shall be
applicable to all uses of River Boats' vessels for the carrying of
passengers which either originate or terminate at Watergate Marina
or any other park, parkway, landing, public space, open space, or
other public property, owned and operated by the City oP St. Paul,
per annum. This five percent (5%) per annum payment shall be due
and payable only to the extent that it exceeds the Base Payment of
Two Thousand Five Hundred Dollars ($2,500.�0), per annum. The
amount of the Percentage Payment shall be the difference between
the Base Payment and the five percent (5%) of River Boats' gross
proceeds derived from the lease, rental, license, charter, or other
use of its vessels for the carrying of passengers only, per annum.
Payments shall be made to the City no later than February 15th of
the year following the year in which the gross proceeds were
generated. (For example, all percentage payments due for the
calender year 1998 are due no later than February 15th, 1999.)
Payment shall be made in the manner provided for in Article IV. A.
1., of this aqreement. Should the agreement be terminated prior to
the end of the term, the City shall be entitled to the five percent
(5%) per annum payment on all proceeds generated up to the date
when River Boats vacates the Premises. Any such payment shall be
due and payable no later than thirty (30) days following River
Boats vacation of the premises.
2. During the last two years of this agreement (2001,
2002), River Boats agrees to pay the City five percent (5%) per
annum, of its gross proceeds derived from all sources. `�Gross
proceeds derived from all sources" means the aggregate dollar
amount received from any and all sales, leases, rentals, or other
services by River Boats from activities arising out of this
agreement, whether such sales, leases, rentals, or services be
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evidenced by check, credit, charge account, exchange, or otherwise,
and shall include, but not be limited to, the amounts received from
the sale, lease or rental of services, goods, wares, merchandise,
beverages, food, or entertainment. "Gross proceeds derived from
all sources" shall also be construed to include all proceeds
derived £rom the lease, rental, license, charter, or other use of
River Boats' vessels for the carrying oP passengers. This
percentage payment shall be applicable to all uses of River Boats'
vessels which either originate or terminate at Watergate Marina or
any other park, parkway, landing, public space, open space, or
other public property whiah is owned and operated by the City of
St. Paul, per annum. This five percent (5%) per annum payment
shall be due and payable only to the extent that it exceeds the
Base Payment of Two Thousand Five Hundred Dollars ($2,500), per
annwm. The amount of the Percentage Payment in years four and five
of this agreement shall be the difference between the Base Payment
and the five percent (5%) of River Boats "gross proaeeds derived
from all sources". Payments shall be made to the City prior to the
last day of the year in which the "gross proceeds derived from a11
sources" were generated. Payment shall be made in the manner
provided for in Article IV. A. 1., of this agreement. Should the
agreement be terminated prior to the end of the term, the City
shall be entitled to the five percent (50) per annum payment on
"gross proceeds derived from all sources" generated up to the date
when River Boats vacates the Premises. Any such payment shall be
due and payable no later than thirty (30) days following River
Boats vacation of the premises.
3. Excluded Business Activities: Nothing contained in
Article IV. shall require River Boats to pay the City a Percentage
Payment for revenue generated from (a) vessels not covered in this
agreement; (b) vessels which are not moored at Watergate Marina and
do not operate from Watergate Marina; or (c) vessels covered by
this agreement which are removed from Watergate Marina and no
longer operate or moor at locations owned or operated by the City.
C. Reaords: River Boats shall keep at the premises, or at
495 Kenny Ftoad, St. Paul, Minnesota, a permanent accurate set of
books and records of all sales, leases, rentals, and charters, and
all transactions producing revenue derived from any business
conducted by River Boats or arising from the use of the base of
operations or vessels during each day of the term of this agreement
which are subject to the percentaqe payment, and all supporting
documents, including cash register ribbons, sales slips, sales
checks, state sales and use tax reports, and business and
occupatian tax reports. All such pertinent records shall be kept,
retained, and preserved for at least three (3) years after the
expiration of each fiscal year or until the completion of any
litigation in which they are relevant, whichever is later. All
such records shall be open to inspection by the City and its
agents, upon reasonable notiCe at all reasonable times during River
Boats ordinary business hours. River Boats shall also be required
to keep records of disposal of sewaqe or other waste stored or
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produced on its vessels, appurtenant structures and/or "the
premises", as defined in Article II.2..
D. Audit: The acceptance by the City of payments of Base
Payments and Percentage Payments shall be without prejudice to the
City's right to an examination of River Boats books and records of
its transactions at the premises, 495 Kenny Road, or other
locations, in order to verify the amount o£ Percentage Payments
received by the City. The City may, at any reasonable time during
River Boats business hours, cause a complete audit to be made of
River Boats entire business a£fairs and records relating to its
business which arises out of its operations under this agreement
during the years of this agreement's Term, by a reputable licensed
accountant o£ the City's choice, at the City's cost. If such audit
discloses an overpayment of five percent (5%) or more by River
Boats to the City, the City shall refund the overpayment within
thirty (30) days of written demand. If such audit discloses an
error of five percent (5%) or more in River Boats Percentaqe
Payment to the City as required by IV.A.5, of this agreement, (i)
River Boats shall pay the City the resulting deficiency in the
Percentage payment as well as the cost of said audit, all within
thirty (30) days, and (ii) in addition, the City may, at its
option, terminate this Agreement on fifteen (15) days written
notice to River Boats.
E. Periodic Statements: River Boats shall, no later than
February 15 of the year following the year in which the gross
proceeds were generated, deliver to the City a written statement of
all transactions which are subject to this agreement, occurring
durinq the fiscal year. (For example, the report due for the
calendar year 1998 is due no later than February 15, 1999.) This
Periodic Statement shall be prepared in accordance with generally
accepted accounting principles consistently applied or other method
approved by the City's Chief Accountant, and satisfactory to
accurately account for all revenues which are subject to the
Percentage Payment. This Periodic Statement shall be deliVered,
whether or not a Percentage Payment is due and payable.
F. Rate Approval: Sixty (60) days prior to River Boats
commencement of operations during each year of the term it shall
deliver to the City a copy of all fees and charges that it intends
to make in conjunction with it operations. The City shall have the
right to approve such fees and charges before River Boats
implements them. For the first year of this agreement the sixty
(60) day requirement is not applicable and River Boats agrees to
promptly deliver its rates upon execution of this aqreement.
ARTICLE V
PERMITTED IISE
V.1. Generally: The premises may be used by River Boats only as
a base of operations and point of departure and/or return for
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passengers utilizing its vessels for cruises, charters, dining,
entertainment, and food and beverage services. River Boats shall
not use or occupy the premises for any business or purpose other
than those set forth e�licitly in this agreement. River Boats
shall not occupy any land at Watergate Marina, nor shall it make
any land based improvements or erect any structures, except for
those explicitly provided for in this agreement, or those permitted
in writing by the City. River Boats shall not store any materials
of any kind on any land at Watergate Marina without the written
permission of the Watergate Marina Manager.
A. Base of Operations: River Boats may employ a loading
barge (hereinafter Barge) which is currently at the premises, as a
base of operations for its business at Watergate Marina. The Barge
shall be moored within the Lower Harbor in a location more
specifically described in Exhibit A. The Barge shall be utilized
as the embarkation point for passengers coming aboard or
disembarking from River Boats vessels. No other loading or
unloading point shall be allowed, unless necessary to load or
unload handicapped passengers or unless first approved by the
Watergate Marina Manager. The Barge may also be utilized for
administrative purposes and for storage of supplies and material
secondary to River Boats operations at Watergate Marina. No other
use of the Barge shall be allowed. No service of any food or
beverages shall be made on the Barge. River Boats shall be entitled
to replace the Barge with another vessel of the same or smaller
size, upon written approval of the City, which approval shall not
be unreasonably denied. If River Boats decides not to use the
Barge as a base of operations, it may locate the Magnolia Blossom
at the same location and use it as both a base of operations and
passenger vessel.
B. Vessels: River Boats shall be allowed to operate only
those two vessels which are specifically identified and named the
"Magnolia Blossom" and "Maggie". River Boats shall not utilize or
allow any other vessels to operate from or pick up or drop off
passengers at the premises or its base of operations at Watergate
Marina. River Boats shall be entitled to replace either vessel
with another vessel of the same or smaller size, upon approval of
the City, which approval shall not be unreasonably denied. Any
replacement vessel shall be of the same general kind and quality
with similar passenger capacities and other accommodations and
offering the same manner of passenger transportation. In no event
shall River Boats be allowed to operate more than two (2) vessels.
Furthermore, any replacement of vessels shall not be allowed unless
and until this agreement is amended to reflect such replacement.
The vessel "Magnolia Blossom" is to be moored on the west bank of
the Lower Harbor, immediately behind the Barge, as that location is
more specifically delineated in Attachment A. The "Maggie" is to
be moored at a slip in Watergate Marina at no additional charge.
Alternatively, with the written permission of the City, the Maggie
may moor immediately behind the Maqnolia Blossom.
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C. Hours of Operation: River Boats shall be allowed to
operate its business at Watergate only durinq the times from
sunrise to Midnight, on any particular day.
D. Parking: The City shall provide 50 parking spaces which
spaces may be used by River Boats customers and by other members of
the public. Parking shall be provided in the lot adjacent to the
Watergate Administration Building. The use of these parking spaces
by River Boats customers is not exclusive. To the extent that the
lot may be legitimately occupied by other vehicles owned by park or
marina users, River Boats customers shall be allowed to park along
the shore at the north end of the Lower Harbor. River Boats'
employees shall be permitted to park no more than £ive (5) of their
own vehicles and support vehicles at the north end of the Lower
Aarbor as well. These locations are more specifically delineated
in Attachment A, and specifically incorporated herein. All River
Boats parking shall be done in an orderly manner and under the
general direction of the Manager of Watergate Marina. Parking for
River Boats customers shall be allowed only during River Boats
Hours of Operation. No parking for River Boats� customers or
employees shall be allowed on the peninsula located between the two
harbors or along the east shore of the Lower Harbor at Watergate
Marina without first obtaining written permission from the
Watergate Marina Manager. Aowever, River Boats may temporarily
park no more than two (2) support vehicles at those locations, if
necessary to service its operations. In no event, may any support
vehicles be left at those locations overnight without first
obtaining the written permission of the Watergate Marina Manager.
E. Compliance with Law:
1. River Boats shall use and occupy the premises solely
for the purposes described in this aqreement and will not use or
occupy the Premises for any unlawful purpose.
2. River Boats agrees to comply with all duly enacted
laws, ordinances, regulations and orders of all governmental units
having jurisdiction over the Premises and its vessels and base of
operations.
3. River Boat specifically agrees to comply with and
observe all laws, ordinances, rules and regulations of the City,
State and federal government pertaining to discrimination in
employment, housing, education, and public accommodations on
grounds of race, color, creed, national origin or ancestry.
4. River Boats shall provide worker's compensation
insurance for employees during the term of this agreement, if
required. A current certificate of insurance or an exemption
certificate, if required, shall be furnished to the City prior to
commencement of operations.
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5. River Boats shall comply with all rules and
regulations established by the U.S. Coast Guard qoverninq cra£t on
navigable waters, and shall provide the City with a copy of the
USCG Certificate of Inspection of the vessels prior to any
commencement of River Boats operations. These CertiPicates shall
be maintained, updated and renewed as required by the U.S. Coast
Guard and River Boats shall provide the City with any updates or
renewals, in a timely Pashion.
6. River Boats shall not cause or permit any
unreasonable noise, vibrations, odors or nuisance in or about the
premises or on its vessels or Barge which interferes with the quiet
enjoyment of the Marina or the navigable waters by slip lessees or
other lawful visitors or users. It is recognized that River Boats
will be offering entertainment, including musical bands, on its
vessels. However, no such entertainment shall be allowed within
Watergate Harbor or upon the barge or base of operations, if the
Watergate Marina Manager determines that it is interfering with the
quiet enjoyment of the Marina by others.
7. River Boats shall, prior to operation, secure all
required permits and licenses pertaining to the sale or furnishing
of intoxicating liquors, beer, food, cigarettes, and any other
items River Boats intends to sell or offer to its customers. Rive7r
Boats will further comply with any applicable licensing provisions
including, but not limited to, access for inspection and record
keeping.
F. Day to Day Operations:
1. River Boats shall maintain its vessels, base of
operations,barge, and any and all docks, gang-planks, or other
methods of egress and ingress to its vessels and base of operations
in a well-kept, clean, sanitary, safe, lawful and comfortable
condition.
2. River Boats will, at all times, make its passenger
boat services available to the general public.
3. River Boats will not allow its passengers to leave
the vessels, barge or the base of operations with any beverages or
food purchased from River Boats. It is recognized that passengers
for some charters may provide their own food and beverages and, in
those instances, the passengers may leave with those items.
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merchandise
merchandise
River Boats will not hawk, peddle, or sell any
from Watergate Marina land. Souvenirs or other
may be sold from the vessels.
5. With respect to refuse or rubbish generated by or
resulting out of River Boats' operations, River Boats will use its
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best eFforts to maintain the land around the base of operations and
paths or common courses of exit and entry from parking areas to the
base of operations in a clean and sanitary condition, and free from
refuse or rubbish which accumulates on its vessels, base of
operations, land around the base of operations, or which otherwise
is generated or results from River Boats' operations.
6. River Boats shall be responsible for providinq for
and paying the costs related to the collection and disposition of
any trash or refuse that accumulates on its vessels, base of
operations, land around the base of operations, or is otherwise
qenerated or results from River Boats� operations.
7. River Boats shall not install, use, generate, store
or dispose of in or about the premises or any waters of the State
of Minnesota any hazardous substance, toxic chemical, pollutant,
waste material, or other material regulated by the Comprehensive
Environmental Response, Compensation and Liability Act of 1985 or
the Minnesota Environmental Response and Liability Act or any other
similar law or regulation, including without limitation any
material containing asbestos or PCB, excepting normal waste that is
lawfully contained in the septic systems of the vessels and base of
operations, or normal bilge.
8. River Boats shall take all necessary precautions and
exercise such supervision as may be necessary to ensure the safety
of passengers, visitors, employees, and all others while on the
vessels, base of operations, during boarding and disembarking and
to and from passenger's parking locations.
9. River Boats shall be responsible for securing any
necessary construction permits, archeological surveys, U.S. Coast
Guard, Minnesota Dept. of Natural Resources or U.S. Army Corps of
Engineers permits or licenses, and any needed State or Local
licenses, permits or authorizations.
10. River Boats shall be responsible for any and all
applicable taxes, levies or assessments which may be assessed
against its operations.
11. River Boats shall be responsible for all day to day
operating expenses of the operation.
12. The City shall maintain the areas of Watergate
Marina used for parking of River Boats� customers in a well-kept,
clean, sanitary, safe and lawful condition.
�. signage:
1. River Boats may post and maintain signs, at its own
e�ense, at three locations: (i)up to two (2) signs at the entrance
to Aidden Fa11sJCrosby Farm Park at the intersection of Shepard
Road and Crosby Farm Road; (iij at the entrance to Watergate
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Marina as it leads off of CXOSby Farm Road; and (iii) at the shore
line abutting the premises and visible from the parking location.
2. All proposed signage shall first be approved by the
City, as to size, content, and location, and must be approved by
the Minnesota Department of Transportation if necessary and
otherwise comply with all applicable federal, state, municipal and
local statutes, laws, ordinances and requlations. All proposed
signage shall comply with the requirements found in the Minnesota
Manual on Uniform Traffic Control Devices, Part II-I, §2I-a through
2I-7. The City agrees to provide specifications to River Boats to
assist it in complyinq with this provision within 15 days of the
execution of this agreement.
ARTICLS VI
INDEMNIFICATION
VI.1. River Boats agrees to indemnify, defend, save and hold
harmless the City of St. Paul and any agents, officers and
employees thereof from any loss, injury, death, or damages to
persons or property and all claims, demands, actions or causes of
action of whatsoever nature or character which may be suffered or
sustained by any person, or other legal entity who may at any time
be using, occupying, visiting or otherwise present on River Boats�
vessels, base of operations, or the premises, if the loss, injury,
death, or damages shall be caused by or in any way result from or
arise out of any act, omission, or negligence of River Boats, its
owners, operators, employees, agents, or any visitors, passengers,
customers or any other person or legal entity present on the
premises, vessels, or base of operations.
V2.2. Furthermore, River Boats agrees to hold the City harmless
and indemnify it for any and all charges, penalties, or assessments
imposed for any violation of any laws, ordinances, or regulations
arising out of actions or omissions of River Boats or its agents,
operators, or employees.
ARTICLE vii
LZABILITY COVERAGE
VII.1. In order to honor its duty to indemnify the City, River
Boats shall provide, at its own e�tpense, a general liability
insurance policy from an insurance carrier licensed to do business
in Minnesota in which the City shall be named as an additional
insured, which policy shall aover the entire term of this agreement
and any additional time during which River Boats may be located at
or operating from City property, and shall cover injury to persons
or property arising out of the operations or activities of River
Boats in amounts of not less than Three Hundred Thousand Dollars
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{$300,000.00) where the claim is one £or injury or death by
wrongful act or omission and Seven Hundred and Fifty Thousand
Dollars ($750,000.00) for any number of claims arising out of a
single occurrence. If the maximum liability is modified by the
legislature, River Boats shall be required to provide coverage
adequate to cover up to the limits of the City's maximum liability.
VII.2. To the e�ent that River Boats intends and desires to be
held privately responsible for claims up to Two Aundred Thousand
Dollars ($200,000.00), River Boats shall be allowed to self-insure
up to this amount, provided first that it maintains a general
liability policy for claims exceeding this amount up to the limits
addressed above and, further, that it maintains at all times a
certificate of deposit or treasury savings account as collateral in
the amount of self-insurance it decides to self insure itself for.
River Boats shall at all times guarantee and maintain the
certiEicate of deposit or treasury savings account in the full
amount of self-insurance provided puXSUant to this agreement for
the purpose of satisfyinq any judgment against the City. Prior to
this agreement becoming effective, River Boats shall execute a
written agreement with a federally insured Bank or other financial
institution, lawfully doing business in the State o£ Minnesota, and
issuing the certificate of deposit or treasury savings account,
which requires the bank to notify, in writing, the City of St. Paul
through its Manager of Special Services, Parks & Recreation
DiVision of St. Paul, at 300 City Hall Annex, 25 W. 4th Street, St.
Paul, NIN 55102, not less than thirty (30) days before the
certificate of deposit or treasury savinqs account is transferred,
encumbered, posted as collateral for any other debt or obligation,
gifted, devised, or otherwise compromised. However, if there are
pending claims against the City, the agreement, shall provide that
there is to be no suah transfer or other compromise of the
Certificate of Deposit or treasury savings account without first
obtaining the City's express written consent. Any transfer or
compromise of the Certificate of Deposit or treasury savings
account, without the City of St. Paul's express written consent,
will automatically work an immediate termination of this agreement.
River Boats shall exclusively be entitled to any interest earned on
said certificate of deposit or treasury savings account.
Concomitant with the duty to indemnify, River Boats also agrees to
apply the funds held as self-insurance to any claimant who secures
a judgment against River Boats or the City arising out of any claim
for damages in connection with River Boats operations, subject to
the terms of the obligation to indemnify. Furthermore, River Boats
e�cpressly agrees to cooperate fully with the City in investigating
any and all claims for damages brought by the City or third
parties. To this end, River Boats agrees to provide the City with
any and all documents relating to any claims including, without
limitation, insurance forms, written reports, records of repairs or
damages, any and all statement of witnesses, photographs, drawings
or other related visual or audio recordings or depictions. River
Boats shall also make available its officers, employees and aqents
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for oral interviews or depositions and shall timely comply with all
discovery requests.
ARTICLE YIIZ
ASSIGNMENT
vZII.i. River Boats shall not assign, transfer, sublet, pledge,
mortgage or otherwise transfer rights and responsibilities
(hereinafter referred to as an "assignment'�), delegated to it under
this agreement to any third party; nor shall any assignment of the
rights and responsibilities designated to River Boats under this
agreement be effectuated by operation of law or otherwise, without
in eaah such case obtaining the prior written consent of the City,
which consent shall not be denied unless the City makes a good
faith determination that the proposed assignee lacks sufficient
financing or experience to assume or maintain a passenger vessel
operation, has a felony criminal conviction in the past ten (10)
years, or otherwise has a history of past business practices or
e�cperiences indicating unsuccessful ventures or poor business
practices or business judgment.
VZI2.2. If River Boats desires to make an assiqnment, it shall
first notify the City of its desire to do so and shall submit in
writing to the City (i) the name of the proposed assignee, (ii) the
nature of the proposed assignee's business, (iii) a copy of the
proposed assignment agreement and any other agreements to be
entered into concurrently with such assignment, including full
disclosure of all financial terms, and (iv) such financial
information as the City may reasonably request concerning the
proposed Assignee. River Boats shall pay the City a reasonable fee
for the City's expenses, including attorneys' fees, in reviewinq
such proposed assignment and in reviewing the proposed assignee�s
financial ability to assume the agreement, said fee not to exceed
$500.00.
VIZZ.3. If, at any time during the term of this agreement, there
shall occur any change in the identity of any of the persons,
including Harry Eugene Cassidy, (excepting his immediate family),
presently having power to participate in or control the day to day
operations of the corporation River Boats, or any other change in
the corporate structure of River Boats, or the transfer or
alteration in the method of control or decision making regarding
River Boats, such change or alteration shall be deemed to be an
assignment. Any such change shall work an immediate termination of
this agreement unless such change is first approved by the City in
the manner provided above for other assignments.
ARTICLE I%
IMPROVEMENTS
I%.1. River Boats shall be responsible for all costs incurred
in establishing and maintaining services to its operation,
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including site preparations and improvements and the establishment
or extension of any necessary water and electrical services from
existing locations. Any proposed improvements shall first be
approved by the City. Site improvements shall be limited to those
necessary to qain access to the base of operations and vessels via
stairs, ramp, dock and/or gangplank. River Boats shall be entitled
to install no more than two vandal lights, without prior written
consent of the City. The kind and quality of said lights shall be
first approved by the Manager of Watergate Marina and sJhe may
refuse any lights which s/he reasonably believes would interfere
with the enjoyment of other slip lessees. The City will permit
River Boats to obtain water from Watergate Marina via the use of
hoses for the vessels and base of operations.
I%.2. All site improvements and extension or establishment of
services shall comply with all applicable federal, state, county
and local laws, regulation, ordinances or other lawful requirements
or limitations. All improvements and extensions shall be done in
an orderly and workmanlike manner and shall not materially alter
the appearance of or limit access to Watergate Marina. River Boats
shall be Zequired, at the City's option, to remove any and all
improvements upon termination.
I%.3. River Boats shall bear the cost and shall fully and
promptly pay for all gas, heat, light, power, telephone service,
and other public utilities of every kind furnished to the premises,
with the exception of water used via hoses, throughout the term of
this aqreement.
I%.4. Should the City expand Watergate Marina or alter its
configuration so as to displace River Boats' location of operations
the City shall bear all costs in relocating, including the
extension of necessary services to River Boats within Watergate
Marina at a location acceptable to both parties.
ARTICLE X
TERMII3ATION
8.1. If either party shall fail or neglect to observe, keep,
or perform any of the terms, conditions, requirements or
obligations contained in this agreement on its part to be observed,
kept or performed, and the default shall continue for a period of
thirty (30) days following delivery of written notice specifically
describing the alleged default and a demand that it be cured, then
the party not in default shall have the right at its option, on
written notice, delivered to the defaulting party, to terminate
this agreement, effective immediately. If either party fails or
neglects to observe, keep or perform any of the terms, conditions,
requirements or obliqations contained in the agreement on its part
to be observed, kept or performed, on two (2) or more separate
occasions, then the party not in default shall have the right, at
its option, on written notice, delivered to the defaultinq party,
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to terminate this agreement, effective immediately, regardless of
whether or not either or both of the breaahes have been cured.
%.2. Upon termination of the agreement, in the manner provided
in Article X.1, River Boats shall vacate the premises within si$cty
(60) days. If River Boats fails to timely vacate, the City may,
without further notice to River Boats, have the right immediately
to enter and take possession o£ the premises with or without
process of law and to remove all of River Boats property and
improvements from the premises and all persons occupying the
premises and to use all necessary force therefor and in all
respects to take the actual, full, and exclusive possession of the
premises without incurring any liability to River Boats due to
repossession. In furtherance of any repossession, the City may
have the base of operations, barge, and vessels removed from the
premises. Furthermore, the City shall be entitled to Percentage
Payments accrued up to the date of repossession. If it is later
determined by a court of competent jurisdiction that there was no
basis for termination resulting in the exercise o£ the City's
rights under this paragraph than the City will be responsible for
damages resulting from any repossession, as provided for by law.
5.3. With the exception of removable docks and improvements to
vessels, upon termination of this agreement the City shall become
the owner of any and all improvements made to the premises and
River Boats is prohibited £rom removing or destroying any such
improvements.
%.4. Termination of this agreement, in the method provided
for, shall not operate as a bar to any other lawful action or
process available to either party.
%.5. The City, at its expense, shall promptly remove any
navigational obstructions such as cable, pipes, stumps and other
debris along the West shore of the harbor, which interfere with the
navigation or mooring of River Boats' vessels in the harbor.
%.6. The City shall be responsible for designating the
original and any subsequent placements and locations of the River
Boat's vessels and base of operations. River Boats shall bear the
cost of the original placement and location, subject to Article
II.3, above.
ARTICLE XI
ADDITIONAL PROVISIONS
%I.1. Waiver: A waiver by either party of any breach of this
agreement is not a waiver of any other or subsequent breach of this
agreement.
BI.3. Attorneys' Fees: In the event that any action is filed
in relation to this agreement, the unsuccessful party in the action
shall pay to the successful party, in addition to a11 the sums that
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either party may be called on to pay, a reasonable sum for the
successful party's attorney fees. This provision does not apply to
legal fees for outside counsel who represent the City.
%I.4. Entire Agreement: This agreement constitutes the entire
agreement between the parties. No representations, warranties,
undertakings, or promises, whether oral, implied, written, or
otherwise, have been made by either party hereto to the other
unless e�tpressly stated in this agreement or unless reduced to an
amendment executed in the fashion provided for below.
%I.S. Amendments: Any amendments or modifications to this
agreement shall be in writing, shall be attached to and iaade a part
of this agreement, and shall, if necessary, be first approved, as
to form, by the St. Paul City Attorney's Office and executed by the
same parties who executed the original agreement, or their
authorized representatives.
BI.6. No Partnership, Joint Venture, or Fiduciary Relationship
Created Hereby: No�hing contained in this agreement shall be
interpreted as creating a partnership, joint venture, or
relationship of principal and agent between the City and River
Boats. River Boats is prohibited from expressing or implying any
such relationship or using any City of St. Paul logos in any
advertisements, brochures or other medium.
%I.7. Severable Provisions: Each provision, section, sentence,
clause, phrase, and word oP this agreement is intended to be
severable. If any provision, section, sentence, clause, phrase,
and word hereof is illegal or invalid for any reason whatsoever,
such illegality or invalidity shall not affect the leqality or
validity of the remainder of this agreement.
%I.8. Eminent Domain: If the premises or any part thereof, or
any abutting property resulting in lack of access to the premises,
are taken by virtue of eminent domain, this agreement shall
terminate on the date title vests pursuant to the taking. Nothing
herein shall in any way abrogate River Boats' rights with respect
to eminent domain, including the right to just compensation, if
any, in the event of a taking.
%I.9. Captions: All captions, headings, or titles in the
articles, paragraphs or sections of this agreement are inserted for
convenience of reference only and shall not constitute a part of
this agreement as a limitation of the scope of the particular
paragraphs or sections to which they apply.
%I.10. Force Majeure: This agreement shall automatically
terminate upon any act of God, civil riot or disturbance, war, or
natural calamity which renders the premises or either party
incapable of performing their obligations under this aqreement. If
the Force Majeure event is temporary in nature, such event shall
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act to suspend, rather than terminate performance.
IN WITNESS WHEREOF, the parties hereto have signed this
agreement the day and year first above written.
APPROVED AS TO FORM:
Assistant City Attorney
River Boats Inc.
B(%�� .ZL�C
ITS• (.. �
CITY OF SAINT PAUL
Mayor, City of St. Paul
Director, Finance & Management
Services
City Clerk
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Admin�
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RIVER BOATS fNC. LEASE : EXHIBIT A
6/2/98 B. Tourtelotte
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AN AGREE23ENT, dated this l� of ��
, 1992
by and between the CITY OF SAI T PAUL, Minhesota, hereinaPtar
called �'City'� and SASNT PAIIL YACHT CLUB, hereinaPter called
„ SPYC", � .
WIT23ES SETH :
I• The city znd SPYC mutually agree as follows:
A. That in accord with agreements and compensation herein
described, City hereby enters into a 10 year lease
with the SPYC, commencing the date of £irst signing of
this agreement for boat harbors commonly known as the
upper and Lower Harbors in the Mississippi River and
that portion of Harriet Islan@ and other city pronerty
adjacent thereto and as more particu2arly set forth and
outlined in Exhi.bits A and B.
�- 2hat this 2ease shall be extended at such time that the
Harriet Island Marina Plan (Marina Improvement Plan) is
implemented by the City, SPyC independently,
or the City and the SPYC jointly,
C
D.
That this lease agreement may be extended at the end of
the ten year term for an additional ten year term ip
tne Marzna Developnent Plan is not implemented during
the term of this agreement and the SPXC has met lease
requirements in an acceptable manner.
That the City with the cooperation of the Spy� �
cancel this agreement by giving the SPYC three hundred
sixty (360) days written notice when due to changas in
the 1992 proposed use of the area and any construction
that may cause major new configuration oP the area
affecting the marina which may affect the
SPYC and its administration of the area.
1• In this event the City will use reasonable efforts
to Pind a suitable location for the SPyC to
relocate to, either temporarily or permanently
within or in the vicinity of Harriet Island Park.
The City sha13 see that such site has received any
1
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. . � . . . �y�-�� � .
•. necessa ' . . - • . • .. _ • . - .. . ' � . . �.
ry approvals if may need to be used as a � ����
marina site and its'use prior to the site being ��j'
offered to the SPYC. The SPYC shall have the right
to accept o� reject the Cityfs relocation site. I
the event that the SPYC rejects the City�s
offering, the City shall be under no further
obligation to provide a new location and the SPYC
shall abandon its present location as outZined in
the notice given.
�• Tn'the event.that the SPYC accepts the site
proposed by the City it shall be the responsibility
of the City to insure that access to the fo3lowing
utilities exist and are available to the Yacht
Club: water, sewer, electricity, natural gas and
telephone c.•ith cost to hook-up to utilities to be
borne by the Yacht Club. The City shall have
Pinancial and operational responsibility to
relocate those structures, equipment, etc, used
exclusively by the SPYC at the marina that are
owned by the City. It shall be the responsibility
of the SPYC to move a�l structures, equioment, etc.
owned by the SPYC to the new location. I the
cost to move any privately owned boats shall be
borne by the owner.
3• In the event that the SPYC believes that the City
has not provided a suitable location for the SPYC
to relocate to, the SPYC shall have the right to
recommend another locatiQn for consideration. The
City will not unreasonab�y reject such a recommen-
dation. However, the City does not have an
obligation to provide this recommended Iocation.
II• The SPYC agrees:
A. To maintain the leased premises in safe, clean and
orderly condition.
1. All docks shall be inspected on a daily basis to
insure that they are in a safe condition. The
SPyC shall repair any conditions that cause the
docks to be unsafe immediately.
2• The area shall be kept Pree of litter and
accumulated trash. Cleanup of the site will be
accomplished on a daily basis.
3. £quipment and other materials present at the 2�Iarina
sha11 be stored in an orderZy manner so that the
appearance of the PaciZity is clean and order2y.
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$• To cut the grass and maintain the immediate banks to �f�
; the waterline adjacent to bhe marina, marina ga�king ((�`�'� �
axeas and boat storage areas in the �
boat harbors. �
c• To provide an adequate number of trash receptac7.es in
owners andbtheir by boat
responsible for the removal of that trash.
D. To maintain in sape and good condition the steps and
aceess to and on docks in both boat harbors. -
E- To provide adeguate lighting for docks in both harbors.
F- �o install public telephones accessible to boaters and
visitors to the marina in each harbor.
�• To remove all marina boaters' and visitors' discarded
materia2s, parts and variaus dabris to maintain the
boat storage, work and parking area in a clean and good
condition in both harbors.
x• To furnish public dockage facilities and temporary
dockage for transient launches, other watercraft not
registered in the City of Saint Paul and dockage for
approved applicants as well as dockage Por SPXC
j members. The City approves twenty �ive {25) slips
initially to be provided for live-aboard usage. Any
increase or decrease in this number must be approved by
the City in written form to the SPYC statinq the number
of slips it has approved for this purpose.
2. To use the SPYC policy (sae attachment C) which has
been approve3 by the City, that sets the criteria for
slip assignments at the marina. Purther, it is
understood that residents of the City of Saint paul on
the waiting list by 15 3anuary of each year shall be
ofPered slips at the Marina each year bePore slips are
ofPered to non-Saint Paul residents on the waiting
list: Pending the Saint Paul residents meeting other
slip assignment requirements.
J• To furnish the City with its proposed rates foz
dackage, storage and of:her services by March 2st of
each calendar year. Tha City shall have the right to
approve or disapprove these rates. The City shal2 not
act arbitrarily or unreasonably withhold its approva2
of the SPy� proposed rate structure.
X. To enter into no husiness oP constructing motor boats
or other craft in the harbors around Aarriet Island or
adjacent land. Boaters with approved ciockage may
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engage in boat repair to their watercraft in the U ,���
marina, however any najor boat repair Work must be �
anproved by the SPXC_ Docks construction �
sandblasting in order to paint, welding andPcarpentry
may be done on boats berthed or to be berthed at the
site with SPYC approval. The SPXC and the City shall
jointZy determine an area where this work may occur.
In add-ition, the SPYC sha21 grovide a weather proof
building to facilitate ttiis work to be located as
agree`��to between"the City and SpYC.
I.. To naintain the docks fingers and boom clear of boat
owners materials except when stored in SPyC approveQ
contai:ners or when approved by SPYC board during
repair.
M. To n regular marina hours during the boating
seasoh keeping an employee on call and/or duty to
answer calls for service and to supervise the care and
maintenance of the harbors and tha adjacent marina area
used by the SPXC_ The SPYC shaZl provide the City with
a copy of scheduled worker houre Por each year by March
1 of that year. Any changes in these haurs will be
reported to the City by SPYC for concurrence.
N- To provide and maintain docY,s in qood condition, with
hookups Por water and electricity that are safe and
well maintained Por the use by braaters with assigned
slips.
fl. That the SPYC shall fuTnish between 130 and 145 s�ips
which can be rente8 to boaters. If fewer than i30
slips or more than 145 are to be provided, approval
must be received from the City.
P. To maintain on the boon a suitable restaurant and
restroom facilities to serve transient boat owners �
whose craPt are temporarily moored in the harbors,
marina slip users and the public during the normal
boating season.
Q. To provide for its membership a meeting place in the
mariha area which may be used by members Por private
activit2es and may be used by others when approved by
the board of the SPYC.
R• To cooperate with and provide such facilities `hat are
necessary and appropriate Por the City�s Fire
Department Harbor Patro2, U.S. Coast Guard, Coast Guard
Auxiliary, Ramsey County Sheriff Water Patrol, Sea
Scouts of tha Boy Scouts of America and the Naval Sea
Cadets.
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S• That the SPyC s ha 3 l�be�r�sponsible to remove and
dispose of debris that accumulates in the south channel
of the Mississippi River upstream of the Navy Zs].and
bridge. The Yacht Club shall receive a credit of
$5,000 per year to be applied against their lease
payment to the City for this service. �`he City�s
Departpent of Public Works will reimburse the pivision
of Parks and Recreation for this credit by , Tuly 1 of
each year.
T.
U
That the`S�PyC shall purchase and use a marina fuel
storage and dispensing system. Said system shall be
under the direction and control of the SPYC and the
SPYC shall be responsible for the periodic, legally
approved, testing of the �ank. The SPy� shall be
responsible Por the day to day maintenance oP the tank
to keep it in good operating condition. The SPyC will
provide gasoline for sale to the boaters during regular
hours during the boatinq season and by prior
appointment. The SPYC shall be responsible £or any
spill or damage to land adjacent to the tanks and/oz
any subsoil cleanup ordered by appropriate authorities.
To provide a pumpout facility for all boaters use
during regular hours of the normal boating season.
V. To conform to city, state and Pederal safety, health,
' accessibility and environmental standards and to
cooperate with tize appropriate agencies to achieve such
objectives.
w. That the SPYC at its option sha2l make the upper harbor
and lower harbor docks and boam handicap accessiY�le
within five (5) years of the signing of this agreement
or at such time that the Harriet Island Master Plan is
implemented. '
X. That the City at its option sha21 make access to the
upper harbor docks and lower harbor boom and docks
handicapped accessible within five (5) years oP signinq
of this agreement or at such time that the Harriet
Island Master Plan is impiemented.
Y. The SPYC will comply with state and federal fair
employment practice laws prohibiting discrimination on:-
the basis of an applicant�s age, sex, race or physical
status. This will also apply to persons seekina
.membership in the SPYC organization, '
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't"_ City�agrees to-provide the £ollowing land seivices;
.!erial and supplies in such amounts and cruantities as the
City alone wi11 determine adeauate, trees, shrubs, benches,
asphalt, gravel, grass, snow removal, pol,ice security,
security fences, fire and emergency services and electrical
access to parking areas as well as narina and boom
restaurant to electric, telepnone, water, natural gas and
sewage removal. Additiona23y the City will provide water
service access to the area known as the iTpper Harbor at the
time it imglements the Harrket Island Master Plan or at
such time that is�efionomically Peasible due to other
construction or development in the area. The City sha11
determine if it is in its best interest to provide this
service at such time or wait until the master plan is
implemented.
General Agreements:
3 A.1 That the daily, general maintenance of the present or ^
`� any new floatinq boom and its use by the public and for
temporary dockage of watercraPt shall be under the
direction and control of the SPYC. The City shal� have
the responsibility to provide najor maintenance repair
anci/or replacement of the boom. The SPYC shall inspect
the boom daily during the normal boating season and
weekly during the remainder of the year to insure it is
in goo@ repair. The SPYC shall make any minor repairs
naeded and they shall notify the City immediately if
any major repairs become necessary.'
. ,
B. The City will provide a stiffleg derrick and derrick
house which is to be operated, tested and maintained in
gaod condition by the SPYC. At such time as the City
provides a travsl lift well, the SPYC will provide,
operate and naintain a travel lift.
C, The City will periodically inspect the leased premises
and inform the SPYC in writing of any conditions
needing attention necessary to comply with iease
obliga'cions.
D. The City will be responsible Por the shared areas of
the agreement and directs the SPYC to cooperate with
the Aarriet Island river boat operation by making
available a reasonable portion of the leased marina
p�operty for cooperative and shared use with the river
boat excursion operation during the boating season.
Any disputes as to responsibilitY, control or use of
the shared area referenced in this agreement shall be
the sole perogative of the City.
m
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- . G y � �s�
• : : • Th�t-�tio improvements,�construction,_ �lterations of an . '���
, kind will be undertaken by"the SPYC as to.the leased y.•
� premises �ithout the prior reviesr and approval of the G�I
city in �rriting. V ��,�
i
F. That the SPYC shall be permitted to store boats ar.d
other watercraft over the wihter season on the area
designated by the City for this purpose.
G. The City will provide SPYC with the City�s accident
report Porms_ These forms shall be filled out by SFYC
repsesentatives.in instances where accidents at the
leased premises are reported to or witnessed by Spyc
representatives. Completed reports shall be given to
the City without undo delay.
H. That a roster of the SPYC members, board members and
slip holders shall be furnished to the City of Saint
Paul's Manager of SpeciaZ Services by June 1 of each
year of this agreement beginning June 1, 1992.
�7. Revenue:
A. That in consideration for the outlined lease, the SPYC
sha11 pay the City twelve and one-ha1P percent
(12-1/2%) oP all zevenues that the SPYC receives
through the xental of Summer and Winter dockage and
,' storage.
B• The annual payments shall be made in increments as
follows: estimated one-half of revenue amouat on June
3, and the remainder by the following December 15 of
each calendar year.
C. The SPYC may apply the $5,000 credit it receives from
clearing and disposing of the debris it removes from
the Navy Island bridge area as part of its estimated
payment due June i of each calendar year. (See Section
ZZ, Paragraph S)
D. That the SPYC may propose to the City certain
improvemer� projects foz the betterment o� the marina
and park area where the City has the primary
responsibility, for which the SPYC wi21 be credited at
the rate of Nine Dollars ($9.00) per parson hour worked
by SPYC membezs. The work credit rate shall be subject
to adjustment at five {5} year increments as jointly
agreed to by SPYC and the City. These credits may be
deducted from the fee that the SPYC oWes to the City
for any one calendar year. At no time will credits be
carried over Prom one (1) year to the next unless the
7
� 9�-�s-�
. SPYC receives Written apgrova2 £or such carryover fro�
the City. It is understood that only those projects
that the City agrees to in writing nrior to start-uo
shall be eligible for th2s deduction. The prajected
accessibility work outlined in Parzgraph II W, shall be
eligible for this credi...
E
F.
The City has the right to inspect all books and recox-ds
pertaining to the oger�tion of the marina by SPYC. The
City._shail be.granted inspection of said books and
records by providing the SPYC with written notice oP
its desire, the SPYC shall have fifteeh (15) days to
provide such required data to the City.
SPYC �;ill provide tne City c✓ith an annual audit that
outlines a11 revenues received and expenses paid during
the past year. Sucn audit shall be done by an external
auditing firm. The City shall receive its copy of the
audit by Yebruary 15 eech year_ It is acknowiedged
that the SPYC's fiscal year runs from January 1 to
Decenber 31.
G. This agreement may be terminated at any time by either
party provided that three hundred six.ty (360) days
written notice is given from one party to the other oP
the intent to tenninzte this agreement and the
termination is agreeable to both the SFYC and the City.
H• Th2t the SPYC agrees to save and hold the City harmless
from any and all claims arising out of the SPYC lease,
use, and operations granted hereunder, and in order to
give this indemniPication force and effect, the SPyC
shall grovide, at it's own expense, public liability
insurance naming the City as additional-insure3
thereon, and said insurance shall be in the aggregate
sum of Six Hundred Thousand Dollars ($600,000) or such
sum as set by the leqislature of the State of Minnesota
as to the City�s exposure in liability cases. In the
event that Iiability caps for municipalities are
eliminated the amount of liability insurance that the
City wi21 require SPyC to carry wi11 be determined
solely by the City�s City Attorney, it being understood
that the City Attorney shall not act in an arbitrary or
capricious manner.
I• That ths 5PXC shall provide the City a copy of all
agreements or contracts between "the SPYC and any party
who will assist the SPYC in carrying out the
stipulations of this agreement.
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C:�Ya -e'.s L
Th�t for the purpose of.the administration�of thi:s,iease; the
Ci�y�s representativ2 shall be the�-Superintendent of Parks and
Recreation and the SPYC's representatiSe shall be the Commodore
�Q�.
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I23 WITNESS A£REOF, THE REPRESENTATIVE PARTIES HAVE SET TFiEIR
HP.PIDS AS FOI,LOWS:
APPR-9ED AS Tp ORH�
��/,_.,���`f �,�1.�.
City Attorney !i
f
CITY OF SAINT PAB3,:
�,•,����
Mayor, City of Saint Paul
Da
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S�Tg�fintenden o Parks and
Recreatian
/r� �.� (�� _ .
Dlrector, Dent. oP Finance &
Ma� e r Se ices
Dis�ector, Depf of P blic
Works � K-��
Date
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r� zi , 1996
Nfr. Robert Puam
D"uector, St. Paul Pazks and Recreation
Ciry Hall Annex
25 West 4th S�eet
St Paul, Minnesota, 55102
Dear Mr. Piram:
I am v+riting to follow up on our conversation reaazding the administration of the new City Dock As we
discussed, the Saint Paul Yacht Club t�as been working on a outline proposal to administer the dnck
With the City planning to seek zequests for pioposals (RFP) for new businesses tn be maored on the City
Dock ]ocated in the Lower Harbor of the SL Paui Yacht Club. We svbmit, the Lease Ageement entered
into between the City and the St Paul Yacht Club �ants the Club conuol and administration of ihe Lower
Harbor including the new City Dock. Be advised that any RFP for businesses located in our harbors must
comply with and be in accordance with our Lease Agreement and respect the rights of the St Paul Yachi
Club. These other uses of the Dock must be compatible with the current operadons of the marina and not
conflict with the reasonable rights of the St Paul Yacht Club as ganted in our Lease Agrerment
It appears appropriate for the Ciry and the Club Io establish and agree on underlying criteria for the use of
the Ciiy Dock. In that regazd, we have prepazed a rough wUine tt�at represents some of the ideas we
would like to discuss with you and update our tease agreement accordingly. We aze ready to Lave a
meeting to discuss our proposai aY any time, piease let me know when we can a t tagether
Neil DenBleyker
Commodore
Saint Paul Yacht Club
11
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C `���� t
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CC: Gerald E Frisch
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MA,VAGEMENT OF CTfYDOCK
SIGNS
• The City will provide appropriate signage as agreed by the parties.
STAFFING , ` ..
• Ciry Dock to be sta$'ed by SPYC
- by staff during the week
- by gas dock attendant during the weeicend
• If a special event occurs which causes the SPYC to provide additional staff beyond the above
parazneters the City will compensate SPYC through lease reduction.
OPERATION
• Visiting boau during the day will stay free of chazge. Signs will assist boaters as to where to rie up.
• Ovemight guests will pay a fee common to the SPYC rates for transients. (SPYC keeps the fees)
• Short term day visitors will stay on the river side.
• AII docking of boau on the inside of the dock must register with the SPYC as to prevent potential
conflicts of blocking access or egress for SPYC boaters.
• Ovemight guests will stay In the SPYC fiarbors. In the event accommodations in the SPYC harbois
aren't possible, guests will stay on the river side uniess directed otherrvise by the SPYC. This is to
prevent blocking access or egress for SPYC boaters.
• City to provide an honesty box on the dock for late arrivals.
• Ovemight guests will register with the SPYC attendant or use the honesty box.
• SPYC to monitor channel 16, and a l�arbor communications channel to communicate with boating
guests.
• Baaters staying for more than 4 hours during the day will rea ster with SPYC attendant Appropriate
signs so advising.
RESTROOMS
• City to provide public restroom and trash facilities near or on City Dock.
PARKIlYG
• City to provide appropriate parking Signs to indicate azeas and use. for the multiple use of the area
CLUB HOUSE
• The SPYC shail at some point in the future be given a place on the City Dock for a club house
facility.
PHASE II
• Upon the compledon of Upper Harbor Phase II project the SPYC the Ciry shalI study the City Dock
issue and adjust as needed.
ELECTRICAL
• City to instaIl electrical plugs customaxy ma,;na Standard for transients. (30amp,125volt)
USAGE
• The SPYC shall be a participant in the seIecLion of potential Iease holders on the City Dock No
tenant should be considered whose operation or physical presence comes into conflict with tfie SPYC
lease.
SAFETY & SECIIRITY
• The City and SPYC will work together to deveiop safety & security infrastructure and procedures.
• The SPYC shall have the authority to enforce dock rules.
• Pack Police will patrol the dock, particulariy after hours. All Boats moored at the dock without
proper registration will be required to leave.
• Dock hours will be prominently dispiayed at the ramps to the dock and at mooring locations.
MAINTENANCE
• The City will maintain the City Dock as it applies to repairs and routine issues such as trash zemoval,
bulb replacement etc.
• The SPYC shall perform routine inspections of the dock and inform the City of needed repairs. The
City is responsible for general inspections as necessary to insure a safe facility in ihe pazk system.
• SPYC to check the Ciry Dock daily. Routine removal of debris by SPYC sta$ and equipment City to
confinue the $SK lease compensation to SPYC. In the event a lazge debris snag occurs that the SPYC
equipment can't handle the City will be notified and other arrangements for removal will be made by
ffie City.
• In the event of a floating faciliry being placed at the head of the City Dock a properly designed debris
deflector should be installed to prevent a mass of flotsam from clogging the head azea of the dock
INSURANCE
• The City shail hold such insurance on the City Dock so as to hold harmless Yhe SPYC from damages
that may result from its use. The SPYC shall under its own policy cover itself and staff from any
negtigence that may result from our part.
RECOMMENDED
• City to provide a pay phone on or near City Dock for the convince of the puhlic and a link to
emergency personnel.
• A list of public events in the Harriet Island azea be provided {o SPYC to facilitate staffing and
planning.
o�
J � ; .�� i
SAINT PAUL YACHT CLUB
HARRtEi ISIAND
10D YACNT CLUB ROAD 9B1
S7. PAUl., MINNESOTA 55107-2030
6i2-292-8964
Fehivary 1, 1497
Robert Piram
➢irectar af Parks and Recr�ation
300 City H�li Axmex
25 4Vest Faurth St.
SaintPaul,Nfinnesata S�i02
i3ea� A�r. Pirarrt
I am writir�g to e�press the Ssisrt Paul Yaeht Cluh's cartcesn regarding the req�test £or
proposai tiie City �as salicited it�r 13�e restaurant on the �'ublic Doctc. As you kuow the
publ'sc dock is tae2ted wi¢I�� the properiy the Yaclrt C2ub leases £rom the City o€ �a�
Paul. Ii is t�e Yacht Club's positio�, tha# any facilit� proposed ta be lac�ted ,vil�in cxzr
xease premises must meet cvith our approval At t�tis time the Yac� eluh has not given
i�'s approval fQr any facility beys�nd what is cunently iocatad an the dack.
Vi�e are awas� t�ie �iry is iu the process af reviewi�g proposals for a facitity tltat wwitd
i�friuge on the Yacht �iubs use o£ the Lower Flarbor Miller pock, and t3ierefQre would be
unacceptaty2e ics us. We s#and ready to wark with the City an proposats #hat tuoutd not
conflict with t�e operation of our mari.cia ar �vould not unreasanahly in£ringe on t�ur lease
rights.
SincerEiy
Neit 33enBleyker
Commodora Saini Pau31'acht C1uta
15 u
�,�� �
�
ce Counci2 Pres�dent David T'hune
SAINT PAUL YACHT CLUB
HARRlETISLAND
100 YACHT CLUB ROAO �81
ST. PAUL, MINNESOTA 55107-2030
fi12-292-8964
Febreiary I, 1097
David Thune
Ca�xncit President City of Saint Paut
31fl Ci#y �ia]i
I S West Kellog Blvd.
Saint i'aul Mn�nesota 55102
Bear Dave
I am writing yau tF�s Ietter based on yo� conversation rvith Dave Engfer, concenung
issues pertain'ssig #o our iease wi�h #he Cit�} of 8aint Faul. I havs 3iad severa�
conversatiovs wiCh Ms. Piram re�ard'ang faci�i#�es propased to be Iocafed ou the Publlc
Dock. in aur eonversatioas ivlr. Param has not recogriized the 'Yacht C3ubs rights under
Qur lease with the City to agprave or disapprove facititics prnpased to be located in our
leased prernises. Enciased yau will f nd a leCter' stating our posifion regarding Y1us matter,
Wa agpreciate ynur offer tcs assist �s in this matter. We stand ready to meet with you at
your �es# aonveuience.
YQUrs tritly
1�
q�"���
�ei1➢en �Iey�er
Cainmadore Saiut Pan1 Yacht Club