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01-39Council File # ���3t Green Sheet # l0 ra � 58' RESOLUTION CITY OF SAINT PAUL, MINNESOTA .i�' Presented By Re£erred to Committee: Date 1 2 3 4 5 6 � 9 10 11 12 13 14 15 WHEREAS, the City has operated Watergate Marina, located at 25000 Crosby Farm Raad, Since the late 1970's, and WHEREAS, the City Council at its June 28, 2000 meeting authorized the Division of Parks and Recr2ation to issue an RFP for the long-term management and operation of Watergate Marina as detailed in Council resolution 00-608, and WHEREAS, the City has received four proposals from private vendors to provide this service on behalf of the City, and WHEREAS, the Division of Parks and Recreation staff, after analyzing the proposals is recommending that the City enter into the attached agreement with Allied Management Company. NOW, THEREFORE, BE IT RESOLVED, that the City's Division of Parks and Recreation is hereby authorized to enter into the attached agreement with Allied Management Company for the operation and management of the Marina. Yeas Nays Absent Benanav_ _�/ Blakey �/ Bostrom �/ Harris �/ Coleman � Lantry_ �/ Rei ter �� b O � Adopted by Council: Date \\ s,� �°1 ap0\ v �a_»_�_. T � Adoption Certified by Council Secretary BY � � 1i ��� Approved by Mayor: Date: 42 / By: �� Requested by: Division of Parks and Recreation � / `.,: ,� �, . ��... . Form Approved by City Attorney BY: � -,.�e� Approved y Mayor for Submission to Counci � By: Parks and Recreation CONTACT PERSON AND PH�NE Mike Hahm- 266-6444 MUST BE ON COUNCIL AGENDA BV (DATEI January 17, 2000 DATEINITIATED GREEN SHEET NO. 106658 January 10, � t�,q 2001 INITIAIl�ATE INITIAL(OATE � � pEPARTMEM OIRECT�R 4 GT' CAUNCIL ASSIGN \ NUMBEft fO1i� ? CITY ATTORNEY _CRY CLERK ftOVi1NG OPDEA FINANCIAI SERYICES DIR. _ 3 MAYOR (Oq ASSISTANn 5 Parks TOTAL 9 OF SIGNA"fURE PAGE$ � (CLIP ALl LOCATONS FOR S7GNASLPE) ACTION REQUESTED: Authorizing the Division of Parks and Recreation to enter into an agreement with Allied Management Company for the management and operation of the Watergate Marina. RECOMMENDATIONS: Approve �A) or Reject Ifl) _PLANNMG COMMISSION _CIVIL SERViCE COMMi5510N __,CIB COMMITrEE _ A STAFF _ _OISTRICT COUNCIL __ SUPPORTS WHICH COVNdL OBJECTIVE? IN�TIAiING PROBLEM, ISSUE, OPPORTUNITY (Who. What, Wnen, Wher¢, Why): PEq50NAL SEPVICE CONTfiACTS MUST ANSWER THE FOLLOWING QUESTIONS: 1. Has this persoNfirm ever worketl un0er a conttact tOr [his tleparunenV VES NO 2. Has SOis pereonJLrtn ever been a c�ry employee> YES NO 3. Does [his persoNfirm possess a skill not no�mally possessetl by any cmrent crty empl0yee? YES NO Explam all yes amwe�s on sepaeate sheat antl attach to H��n sheet. The Division of Parks and Recreation wishes to enter an agreement with an outside vendor for the management of the Watergate Marina. ADVANTAGES IF APPflOVED: The City will be able to offer services via Allied Management at the Watergate Marina. Services to the public including: slip rentals, storage, fuel sales and repair services will continue to be available through the term ot the agreement. DISADVANTAGES IF APPROVED• None DISADVANiAGE51F NOT APPROVED: The City may be unable to manage and operate the Watergate Marina, TOTAL AMOUNT OF TR4NSACTION wnaruc souacE (CIRCLEONE) YES NO ACTIVfTV NUMBEA 330-23160 FINANCIAI.INFORMATION: (EXPLAIN) �'.> 0\ interdepartmental Memarandum CITY OF SAINT PAUL January 12, 2001 TO: Council President Dan Bostrom Council Member 7ay Benanav Council Member Jerry Blakey Council Member Chris Coleman Council Member Pat Harris l Council Member Kathy Lantry / Council Member 3im Reiter � , / FROM: Victor A. Wittgenstein 7r., Direc Division of Parks and Recreation RE: Watergate Marina Agreement - Allied Management Resolution O1-39 (Agenda # 14 - January 17, 2001) The Division of Parks and Recreation is requesting that the City Council adopt the referenced resolution, authorizing City officials to enter a fifteen (15) year management agreement with Allied Management Company for Watergate Marina. This recommendation foilows the conclusion of a request for proposal (RFP) process, and examination of proposals by a review committee comprised of staff from the Division of Parks and Recreation, Department of Planning and Economic Devetopment and Division of Contract and Analysis. The agreement before the City Council satisfies the three overriding policy objectives that were elemen[s of this process. Minimize the City's financial exposure and opezating risk Prcvide fcr fne initiation o� cap;tat im�rovenents Maintain adequate control of the fees to be charged to marina customers In doing this the agreement accomplishes: Limiting the City's ongoing financial liabiliry to costs related to maintaining access to utility services. Y �" o�-3q Resolution O1-39 7anuary 12, 2001 page two • Requirin� the operator to invest $450,000 in fixed improvements to the property (docks, boat ramp, security gating) that will become property of the City. • Annual payments to the City based on percentage of revenues generated by tfie operator for launch ramp, storage, and repair services. � Operator responsibility for dredging to maintain harbor depth. • Maintaining performance bonds and escrow accounts to ensure performance of contract provisions. • Provision of a variety of marina services (dockage, storage,launches, service, rentals, gasoline, mazine parts and equipment) to the pubiic over the term of the agreement. If you have any questions regarding the agreement before the City Council, please contact me at 266-6409 or Mike Hahm at 266-6444. Thank you for your attention to this matter. VAW cc: Mayor Coleman Susan Kimberiy G:1SP�W P\COUNCIUalliedrecommendation.jan00.mpd a r j� io-�c� O�-�9 MANAGEMENT AGREEMENT This AGREEMENT, effective as of , 2001 by and between: CITY OF SAINT PAUL, a municipal corporation of the State of Minnesota, hereinafter called "CITY" F.�S'fl. ALLIED MANAGEMENT COMPANY, a corporation registered in the State of Minnesota, hereinafCer called "ALLIED", hereinafter jointly called "Parties", and aiso individually called "Party". WITNESSETH: WHEREAS, Yhe CTTY is the owner of public pazk land adjoining the Mississippi River commonly known as Crosby Farm Regional Park which contains a marina hereinafter called ° WATERGATE' ; and WHEREAS, the CITY desires to offer public marina services as a recreational amenity at WATERGATE; and WHEREAS, the CITY believes that such services should be provided at a minimal financial risk to the CITY; and WHEREAS, ALLIED has proposed to the CITY that it manage and operate WAT'ERGATE on behalf of the CITY, and has proposed various capital improvements that it will initiate; and WHEREAS, both parties believe it is in their mutual best interest to enter into the within AGREEMENT for the provision of marina services at WATERGATE. NOW, THEREFORE, in considerafion of the promises and mutual covenants herein contained, it is agreed as follows: ARTICLE I TERM 1.1 Term. The term of this AGREEMENT shall be fifteen (15) boating seasons, beginning upon execution of this AGREEMENT, and ending November 30, 2015. 1.2 Extension Ootions. The Parties may extend the term of this AGREEMENT by mutuai assent far up to two additional five (5) year periods following the expiration of the initial term (i.l). A11 terms and conditions of this AGREEMENT applicabie to the Initial Terrn (1.1) sha11 remain in effect for the Extended Tertn (1.2), except to the extent otherwise agreed to by the parties in writing. 0�•39 ARTICLE II MARINA PROPERTY DEFINED 2,1 The WATERGATE marina properiy adjoins the Mississippi River at a location commonly known as Crosby Farm Regional Pazk. The marina property is indicated by a black dashed line on attached E�ibit A. 2.2 All other pazk lands other than those defined as WATERGATE marina properiy are not governed in any way, implied or otherwise, by AGREEMENT and remain under the sole control and jurisdiction of the CITY. 2.3 River Boats, Inc. has an agreement (Exhibit B) with the CITY, allowing for the operation of a charter boat operation within the WATERGATE harbor. This AGREEMENT in no way supercedes the obligations of the CITY or the rights granted to River Boats, Inc., as governed by the referenced agreement, nor does it in any way prevent the CITY from administering any of the provisions of said agreement. All payments referenced in the River Boats agreement will continue to be made to the CITY, and thereby will not be made to benefiY ALLIED. 2.4 The Minnesota Department of Transportation (MnDOT) has been granted an temporary easement by the CITY (Exhibit C) related to the reconstruction of the 35-E bridge. ALLIED acknowledges the existence of this easement. This AGREEMENT in no way supercedes the obligations of the CITY or the rights granted to MnDOT via this easement. ARTICLE I7I OPERATION & MANAGEMENT 3.1 ALLIED shall operate and manage a public marina facility at WATERGATE; and may engage in normal activities which are incidental to the operarion of the marina and except as herein provided, shall receive all of the income derived from such operation. 3.2 ALLIED will staff WATERGATE mazina for regular hours that shall be posted at the facility. It is expected that WATERGATE will be routinely staffed during the boating season {April-Ocfober) at least during the listed times. Monday-Friday 9 a.m. - 6 p.m. Saturday-Sunday 7:30 a.m. - 730 p.m. Outside of the boating season, ALLIED will staff WATERGATE marina for regular hours, and wili be open for business purposes a minimum of three days per week. 3.3 ALLIED is permitted to have access to WATERC�ATE facilities outside of public hours, for security purposes. For this purpose, ALLIED is granted full access to the premises at a11 times, except as herein provided. fl�-�9 3.4 ALLIED will operate and stafFthe gas dock and pump out during the term of this AGREEMENT. ALLIED map operate a ship store, offering convenience items for retail sale. 3.5 ALLIED will offer boat dockage, launching, and storaae. ALLIED has proposed a rate shucture assuxnmg annual5% increases. Both parties agree that this basic structure will be followed, allowing for adjushnents due to the boating mazket and facility upgrades, including the replacement of dock systems. The CITY reserves the rig�t to review and approve all rates. ALLIED will submit proposed rates for each season (exclusive of winter storage and services) to the CITY by December 31 s`, of the preceding year. ALLIED will submit proposed winter storage and services rates for each season to the CITY by June 30"', of each year, preceding implementation of said rates. 3.51 ALLIED will submit its standard lease and staraae customer agreements to the CTTY for its approval on the same dates it submits its proposed rates (3.5). Upon approval by the CITY, ALLIED may enforce such operating policies as included in said customer agreements. 3.6 ALLIED will provide security coverage for WATERGATE at a Ieve1 to be determined by ALLIED and agreed to by the CITY. ALLIED is the responsible party for security on the Marina Premises. 3.6.1 ALLIED may contract with CITY for services at an agreed upon service levei and rate, the rate not to be below the CITY's cost for providing such service. 3.7 ALLIED may choose to provide marine repair service and(or offer marine parts for retail sale. 3.8 ALLIED may act as a boat dealership, and offer boats for public sale. The CITY , at its sole discretion, has the right to limit the ttiunber of and the location of boats that may be on the Marina Premises for this purpose at any one time. 3.9 ALLIED may offer boats and mazine equipment for rental. 3.10 ALLIED may not engage in any business or enterprise that is not referenced in this AGI2EEMENT; including buY not limited to a restaurant or boat constniction, without the express consent of the CITI'. ARTICLE IV PAI'MENT 4.1 ALLIED will operate the WATERGATE Marina at no cost ta the CITY. The CITY will incur no new financial obiigations related to ALLIED's operation and managemenY of WATERGATE Marina. i���� 4.2 In years one (1) through fifteen (15} of this AGREEMENT, ALLIBD will make payment to the CITY as follows: 4.2.1 5% of all revenues generated at WATERGATE from repair services. 4.2.2 10% of ali revenues from launches and on-land summer storage and winter storage. 4.3 In any year following year fifteen (15) of this agreement, payment wi11 be established at negotiated percentage rate which may include any and a11 services provided at WATERGATE by ALLIED, determined by the parties at that time and agreed to in writing, per article 1.2. 4.4 ALLIED will make payments to the CITY as outlined in 4.2 in two instalments annually, on July i and December 31st. 4.5 On an annual basis, the CITY will dedicate $S,OOd from the payments due from ALLIEA (4.2) toward projects resulting in the permanent betterment of the Marina Premises. The CITY will consult with ALLIED prior to initiating any such improvements. 4.6 The CITY has a right to inspect all books and recotds pertaining to the operation of Watergate Mazina by ALLIED. The CITY shall be granted inspection of said books and records by providing ALLIED with written notice, whereby ALLIED shall have fifteen (15) days to provide such information to the CITY. ARTICLE V COVSENT TO IMPROVEMENTS 5.1 No improvements or immovable fixtures can be made, instalied, added or constructed by ALLIED to the WATERGATE marina property �vithout the written consent of the CITY. The CITY may require such information to be supplied by ALLIED as will enable the CITY to determine whether to consent to any proposed improvements or immavable fixtures. 5.2 ALLIED shall undertake no reconstruction, alterations, repairs or replacements of existing improvements, fixtures, facilities or equipment on or in the WATERCSATE marina properiy (or adjacent to it), which causes or constitutes a germanent change to WATERGAT'E marina property, thereto, without the written consent of the CITY. 53 An improvement for the purpose of paragraphs 51 and 5:2 shall be a permanent addition to or permanent betterment of real property that enhances its capital value, and does not include ordinary repairs or maintenance ar cleanup of pre-existing conditions. C� o�-�� 5.4 The CITY's response to a request for consent under paragraphs 5.1 and 5.2 shall be given in a reasonable time. 5.5 In the event that the AGREEMENT is terminated by ALLIED due to an uncured breach by CITY in the manner described in Article XI, the CITY shail be required to assume debt service payxnents for improvements, only if it has been specifically agreed to in writing at the time the improvement is authorized by the CITY (5.1 }. ARTICLE VI COVENANTS AND I3NDERTAKING 6.1 The Parties covenant, agree and acknowledge that each shall provide the following equipment and services: 6.1.1 The CITY shall periadically inspect the WATBRGATE marina property and inform ALLIED in writing of any conditions requiring attention as may be required to comply with the obligations under this AGREEMElVT. 6.12 ALLIED shall undertake no major improvements, construction or alterations to WATERGATE marina property without the prior review and written approval of ihe CITY. 6.1.3 The CITY shall provide ALLIED with the CITY's participant accident report forms. These forms shall be completed by ALLIED representatives in instances where accidents on or near the WATERGATE marina property are reported to or witnessed by ALLIED representatives. ALLIED shall deliver completed reports to the CITY within five working (5) days following an accident on or near the WATERGATB property. 6.1.4 ALLIED shall act as the rental agent far transient boaters at WATERGATE. A11 transient fees coJlected by ALLIED will be retained by ALLIED. 6.1.5 This AGREEMENT does not exempt ALLIED or WATERGATE customers from park rules and regulations, except as may be provided elsewhere in this AGREEMENT. 61.6 That in cases of emergency or disastex such as flood or other natural acts, ALLIED will vacate WATERGATE marina if required and otherwise cooperate �vith directives from the CITY's Director of Pazks and Recreation, Fire Chief, Police Chief or other CITY official delegated such power due to the emergency. ALLIED will make no claim against the CITY for lost revenues or added expenses due to such event. a�-3q 6.1.7 That ALLIED will assist the CITY in the identification and removal of derelict or abandoned boats and personal properties (that were on the premises prior to February 1, 2000) from the site, That the CITY will fully pursue available options for removal and disposal of such boats. AI.LIED shall assume no financial obligation related to the removal of said boats from the WATERGATE property. 6.1.8 That ALLIED shall have full use of the CITY equipment and materials cunently at WATERGATE. That both parties understand that such use of equipment and materials is in its current condition or on an "as is" basis. ALLIED may make repairs to such equipment and materiats as to atlow for its use. The CITY will remove any of its equipment or materials on site if requested by ALLIED. At the expiration of this AGREEMENT, al1 CITY equipment and materials will remain the properiy of the CITY, retumed by ALLIED allowing for normal wear and tear reiated to its use. An inventory of CITY equipment and materials remaining on site will be completed jointiy by ALLIED and the CTTY annually. 6.1.9 That ALLIED will purchase an agreed upon portion of the CITY's remaining retail and parts inventories for the amount of $6,850. That ALLIED may otherwise assist the CITY in divesting such invenfories which it will not purchase. 6.1.10 That no year-round "live-a-board" boating will be allowed at WATERGATE. ALLIED may not launch boats prior to March 15, or allow boats to remain in the harbor following IvTOVember i 5, without obtaining consent of the CITY. 6.1.11 That no habitation on boats that are in on-land storage wili be permitted. 6.2 ALLIED specifically covenants and agrees; 6.2.1 To maintain WATERGATE marina in a safe, clean and orderiy condition. ALLIED will cut grass, maintain parking areas and plow snow in areas defined as Mazina Premises. 6.2.2 To keep WATERGATE marina free of litter and accumulated trash. Cleanup of the site shall be done on a twice-weekly basis. 6.23 To provide an adequate number of trash receptacies at WATERGATE marina to accommodate debris generated by boat owners aud their visitors to the marina and be responsible for the removal of that trash. b2.4 To store all ALLIED's equipment and other materials present at the WATERGATE marina premises in an orderiy manner so that the appearance of the facility is clean and organized. o�-�R 6_2.5 To coaperate with and provide such facilities that are necessary and appropriate for CITY's Fire Department Hazbor Patrol, U.S. Coast Guard, Coast Guazd Au�ciliary and Ramsey County Sheriff Water Patrol. 6.2.6 That ALLIED shali provide the CITY with a copy of all agreements or contracts between the ALLIED and any party who will assist ALLIED in carrying out the stipulations of this AGREBMENT. No assi€mment or sub-contract related to this AGREEMENT can be initiated without the approvai of the CITY. 5.2.7 To not rent dockage or storage to any individual or entity whose primary purpose is to conduct business at that location, or knowingly allow any of its customers to temporarily or permanently conduct retaii or commercial transactions within WATERGATE marina. This does not preclude slip holders from entertaining guests, nor does it prohibit slip holders from conducting personal business or work related to their employment while on their boat. 6.2.8 To conform to Ciry, State and Federal safety, health, accessibility and environmentai laws and to cooperate with the appropriate agencies to achieve such objectives. 6.2.9 To comply with State and Federal and Loca1 laws and regulations prohibiting discrimination. 6.2.10 That it sha11 not, in violation of any applicable federal, stata or local laws or regulations, pollute any air, soil or ground waters, or discharge or release any Hazazdous Wastes, in, into, on, over or ad}acent to WATERGATE marina or the Mississippi River, and that it shall take reasonable steps to prevent all customers, guests, transient boaters and other users of the marina from doing so. Any such discharge or pollution by ALLIED, or failure to take reasonabie steps to prevent such customer discharge or pollution, which is in violation of any such applicable laws or regulations, shall be a breach of this AGREEMENT. ALLIED shall also comply with all applicable federal, state and loaal laws and regulations, including City ordinances, relating to the control, handling, discharge or release of said Hazardous Wastes, and failure so to do shall be a breach of this AGREEMENT. Tn addition, ALLIED shail be obligated to use the Minnesota Pollution Control Agency Fact Sheet #4.24 "Managing Marina Waste", published April 8, 1996, as a general guideline for its operations and shall work with its membership and slipholders to achieve compliance with the �uidelines in said Fact Sheet. 6.211 Hazardous Wastes, for the purpose of paragraph 6.2.10 above, shall be and include all dangerous, toxic or hazardous contaminants, polhrtants, chemical wastes or substances as defined in applicable federal, state or Ioca1 laws or regulations, as those may be amended from time to time. 7 ot- 6.2.12 To ailow WATERCTATE customers with accounts in good standing to retain their dock positions. In the event that a waiting Iist for any slip, storage or launch contract exists during the term of this AGREEMENT, residents of St. Paul will receive priority when vacancies become available. 6.2.13 To provide no services, including dockage, to any customers with outstanding marina balances due to the CITY, until such balances are confirmed by the CITY as paid in full. 6.2.14 To maintain the following existing ancVor future systems and equipment serving WATERGATE's facilities and docks as necessary for use as determined by ALLIED: electrical, phone, computer, security, plumbing, and HVAC. 6.3 The CTTY specifically covenants and agrees: 63.1 To aliow ALLIED to provide a minimum of 138 and a maximum of 199 slips, subject to the ability to acquire necessary permits. 63.2 To cut the grass and maintain the pazk areas adjacent to WAT`ERGAT'E mazina. Tree maintenance and removal throughout the WATERGATE property will remain the responsibility of the CITY. 633 To provide that electrical, telephone, water, and septic service are available on the WATERGATE mazina property. ALLIED is responsible for payment of all related bi11s based on its usage and consumption of said utilities for the duration of this AGREEMENT. 6.3.3.1 As it relates to electrical servica, the CITY will maintain electric service up to the distribution panel at the building, and also specif cally fi•om the overhead feeds to the d'asconnect points at the docks. 6.33.2 As it relates to water service, the CITY wi11 maintain and service the weli, filtering system, and feeds from the building to the docks. 6.3.3.3 As it relates to septic, the CITY will maintain the availability of a functioning system or adequate alternative. ALLIED is responsible to pay for any "pump-outs" of the septic system or future holding tank. 63.4 To maintain the appropriate permits for the location and operation of a marina at the WATERGATE property that may be required by law and to transfer aIl appropriate rights to said permits to ALLIED for the term of this AGREEMENT. The CITY shali provide copies of all such permiYs to the ALLIED. 0�.�9 63.5 To provide ALLIED with the use of existing WATERGATE marina equipment, in "as is" condition. ARTICLE VII CAPITAL INVESTM�;NT 7.1 During the first five years of this AGREEMENT, ALLIED wili invest a minimum of $400,000 for the refloating, replacement, reconfiguration, and addition of slips and docks. All docks will be considered permanent improvements to the mazina premises and the property of the CITY following the expiration of this agreement. A minimum of $150,000 will be invested in the first t��o years of the agreement. 7.11 ALLIED may collateralize the improvements to the docks as referenced in 7.1 in order to acquire financing, provided that all of the conditions in articles 7.1.2 and 7.1.3 aze met. Docks may not be collateralized for any financing purpose other than initiating dock improvements. 7.1.2 In the event that the AGREEMENT is terminated by the CITY due to an uncured breach by ALLIED in the manner described in Articie XI, the CITY will have the right to assume debt service payments for the dock systems. This obligates the CITY in no manner, either implied or explicitly, to assume debt service in such an event. 7.1.3 ALLIED may not finance dock improvements referenced in 7.1 for any period extending beyond the initial term of this AGREEMENT (1.1) ar any extended term as described in 1.2 that has been agreed to. ALLIED must structure payments in equal annuai atnounts, with no back loading or balloon payments. 7.1.4 In the event that the AGREEMENT is terminated by ALLIED due to an ui�cured breach by ClTY in the manner described in Article XT, the CITY will be required to assume debt service payments for the dock systems. 7.2 During the first two years of this AGREEMENT, ALLIED wi11 invest a minimum of $ i �,000 and up to $20,000 to repair the boat ramp, considered a permanent improvement to the marina premises and the property of the CITY. This investment is separate and in addition to other investments referenced in this AGREEMENT. 7.2.1 ALLIED wili receive a credit, applied against payments due to the CITY as govemed by Article 4 of this AGREEMENT, for monies it spends related to ramp repairs (�.2). If such credits exceed actual payment due to the CITY, it may be carried forward to the next year. DI�Z'� 7.3 During the first three years of this AGREEMENT, ALLIED will invest a minimum of $10,000 for air conditioning the ofFcelship store, considered a permanent improvement to the marina premises and the property of the CITY. This investment is sepazate and in addition to other investments referenced in this AGREEMENT 7.4 During the first two yeazs of this AGREEMENT, ALLIED wili invest a minimum of $25,000 for installing a security gate to control the egress and ingress of marina customers, considered a permanent improvement to the marina premises and the property of the CITY. This investment is separate and in addition to other investments referenced in this AGREEMENT. 7.5 During the first five years of this AGREEMENT, ALLIED will investment up to $100,000 for boat hauling equipment. This investment is separate and in addition to other investments referenced in this AGREEMENT. Such items will remain the property of ALLIED. ARTTCLE VIII FLOODING/DREDGING 8.1 Both Parties acknowledge that the Marina Premises including the harbor are located in the flood plain and are susceptible to periodic flooding and related siiting. 8.2 ALLIED is responsible to maintain the harbor depth for marina activities and is responsible far any dredging expenses, including those related to flood events. 83 ALLIED will maintain an escrow account not required to exceed $60,000, dedicated for dredging expenses. Withdrawais from this account can only be made jointiy by the Parties. 831 At the beginning of each year of this AGREEMENT, ALLTED will deposit $10,000 into the account (83). Deposits will not be required in years where the balance of the account exceeds $60,000. 8.3.2 In the event that the AGREEMENT is terminated by the CITY due to an uncured breach by ALLIED in the manner described in Article XI, the full amount in the escrow account (8.3) will be payable to the CITY. 833 In the event that the AGRBEMEI`TT is terminated by ALLIED due ±o an uncured breach by the CITY in fhe manner described in Article XI, or if the term of the AGREEMENT expires, the full amount in the eacrow account (8.3) will be payable to ALLIED. 10 el-�9 ARTICLEIX INSURANCE 9.1 ALLIED hereby agrees to defend, indemnify and hold the CITY and any of its officers, agents and employees l�amlless from any claims, damages, or causes of action arising from the use and operations of Marina Premises by ALLIED, its agents, officers, or employees. ALLIED shall provide at its own cost and expense, liability insurance namin2 the CITY as an additional insured thereon. Insurance shall cover injury to persons ar property in an amount not less than the limits of the CITY's liabiliry as set forth in Minn. Siat. §466.01 et seq (cunently $300,Q00 individual, $1,000,000 aggregate). ALLIED sha11 also provide a Marina Operators Legal Liability Policy with limits not less than $300,000 for one occurrence and $1,000,000 aggregate. ALLIED shall provide evidence of such coverage Co the CITY upon execution of the agreement. Nothing in this provision shall be construed in any manner as a waiver by the CITY of its statutory limits of liability, immunities or exceptions. ALLIED shall be obligated to maintain such coverage in full force and effect at all times that this Lease Agreement is in effect, and failure to do so shall be a breach thereof. 9.2 ALLIED shall supply to CITY a current insurance certificate for the policies required in Section 9. Further, ALLIED's Insurance Agent shali provide to the City evidence of the Insurance Agents's ERRORS and OMISSIONS Insurance Policy. 43 The limits cited under the insurance requirement above establish minimums; and it is the sole responsibility of ALLIED to ptuchase and maintain additional ansurance that may be necessary in relation to this agreement. 9.4 ALLIED shall piace the instu�ance with responsible insurance companies authorized and licensed to do business in the State of Minnesota and approved by City, and shall deliver copies of the policies to City on the date of this AGRBEMENT. The po3icies required in Section 9 sha11 be endorsed to indicate that the instuer cannot cancel or change the insurance without first giving the City 30 days rvritten notice. 9.5 If, for any reason, any of the insurance hereunder is void, ALLIED is responsible to the CITY for the total amotimt of uninsured loss. ARTICLE X ADMINISTRATION 10.1 For the purpose of the administrarion of this Lease Agreement, the CITY's representative shall be the Directar of Parks and Recreation and the ALLIED's representative shall be its president. I1 o � -�9 ARTICLE XI DEFAULTlREMEDY 11.1 This AGREEMENT may be terminated at any time by mutual assent of the Parties. 11.2 In the event that either party fails to perform any of the terms or conditions of this AGREEMENT, or violates any term or condition thereof, such failure or violation sha11 be a breach of the said AGREEME2�3T. In the event of such a breach, the other party may give written notice of the breach to the party in breach. If the breach has not been cured or remedied within thirty (30) days following the giving of such written notice, the other party may terminate this AGREEMENT in its entirety. 11.3 In the event any provision contained in this AGREEMENT should be breached by either party and said breach thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 11.4 That neither Party will make any claim and waives any right against the other Party on account of any loss or damage caused by acts of God, such as fire, water, windstorm, freezing, or other acts such as war or civil unrest which affect the leasehold property in connection with its operation under this AGREEMENT. 1 LS No remedy herein conferred upon or reserved to either party imder this AGREEMENT is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now ar hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any right or power or shall be construed to be a waiver thezeof, but any such right and power may be exercised from time to time and as often as map be deemed expedient. 11.6 This AGREEMENT shall be construed under the laws of the State of Minnesota; and if any provision or portion thereof, or the application thereoPto any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT shall not be affected thereby, and each provision of this AGREEMENT shall be valid and enforceable to the fullest extent provided by law. 11.7 ALLIED shall post a performance bond in the amount equal to the difference between $6Q,OQ0, and the account balance in the escro�v accotmt (83}, in order to guarantee the management, performance of managen�ent and operations at WATERGATE . The bond will be forfeited to the CITY in the event that ALLIED is found in an uncured breach of fliis AGREEMENT as defined in article XI. 12 b\- 31 ARTICLE XII NOTTCES 12.1 Any notice, statements, bills or communications provided for herein shall be deemed su�ciently given or rendered if in writing and either delivered to the other Party personally or sent by certified mail address to the other return-receipt postage prepaid as follows: AS TO CITY - Director of Parks and Recreation City of Saint Paul 300 City Hall Annex 25 W. 4"` Street Saint Paul, NIN 55102 AS TO ALLIED - Luke Michaud, President Allied Management Company 1910 Mahtomedi Avenue Mahtomedi, MN SS ll 5 or such other subsequent address as the respective Parties shall designate in writing. The time of giving such notice or communication shall be deemed to be the time when the same is actually delivered to the other Parry. ARTICLE XIII MISCELLANEOUS 13.1 �tions and Headin�. The captions and headings used herein are intended only for the convenience of the reference and are not to be used in construing this AGREEMENT. 13.2. Entire A¢reement. Tl�is AGREEMENT constitutes the full and complete agreement between the Parties hereto and there are no other terms, obligations, covenants, representations, warranties or conditions other than contained herein. 133 Fair Dealin�. Each ofthe parties agrees to exercise good faith and fair deafing with the other in its respective exercise and performance of its rights and obligations under this AGREEMENT. Whenever the CITY's discretion, consent or approval is herein provided or required, it shall not be unreasonably exercised, withheld or delayed. 13.4 Classificafion of Propertv. Parties hereto acknowledge that, pursuant to Minn. Stat. §471.191, subd. 4, this AGREEMENT is not a lease of the property and that the property will remain exempt from taxation. If at any time during the initial term of the AGREEMENT, ar any renewai terms thereof, the property becomes subject to taxation as a result of any activiry engaged in on the property by ALLIED, regardless of whether the activity was permitted by the CITY, payment of the resulting taYes on the property shall be the sole responsibility of ALLIED. 13 o �-�9 IN WITNESS FiEREOF, the Parties have caused this AGREEMENT to be executed and delivered in duplicate as of the date appearing on page ane hereof. APPROVED AS TO FQRM: City Attorney ALLIED MANAGEMENT Luke Michaud, President CITY OF SAINT PAUL: Mayor, City of Saint Paul Director of Pazks and Recreation Financial Servaces Director KEl�'7 �CllYlel't, SeCYet3P}�1TTEaSl11'EY G:�SP1WPWgreemnts�A}lied Management longderm.wpd 14 Council File # ���3t Green Sheet # l0 ra � 58' RESOLUTION CITY OF SAINT PAUL, MINNESOTA .i�' Presented By Re£erred to Committee: Date 1 2 3 4 5 6 � 9 10 11 12 13 14 15 WHEREAS, the City has operated Watergate Marina, located at 25000 Crosby Farm Raad, Since the late 1970's, and WHEREAS, the City Council at its June 28, 2000 meeting authorized the Division of Parks and Recr2ation to issue an RFP for the long-term management and operation of Watergate Marina as detailed in Council resolution 00-608, and WHEREAS, the City has received four proposals from private vendors to provide this service on behalf of the City, and WHEREAS, the Division of Parks and Recreation staff, after analyzing the proposals is recommending that the City enter into the attached agreement with Allied Management Company. NOW, THEREFORE, BE IT RESOLVED, that the City's Division of Parks and Recreation is hereby authorized to enter into the attached agreement with Allied Management Company for the operation and management of the Marina. Yeas Nays Absent Benanav_ _�/ Blakey �/ Bostrom �/ Harris �/ Coleman � Lantry_ �/ Rei ter �� b O � Adopted by Council: Date \\ s,� �°1 ap0\ v �a_»_�_. T � Adoption Certified by Council Secretary BY � � 1i ��� Approved by Mayor: Date: 42 / By: �� Requested by: Division of Parks and Recreation � / `.,: ,� �, . ��... . Form Approved by City Attorney BY: � -,.�e� Approved y Mayor for Submission to Counci � By: Parks and Recreation CONTACT PERSON AND PH�NE Mike Hahm- 266-6444 MUST BE ON COUNCIL AGENDA BV (DATEI January 17, 2000 DATEINITIATED GREEN SHEET NO. 106658 January 10, � t�,q 2001 INITIAIl�ATE INITIAL(OATE � � pEPARTMEM OIRECT�R 4 GT' CAUNCIL ASSIGN \ NUMBEft fO1i� ? CITY ATTORNEY _CRY CLERK ftOVi1NG OPDEA FINANCIAI SERYICES DIR. _ 3 MAYOR (Oq ASSISTANn 5 Parks TOTAL 9 OF SIGNA"fURE PAGE$ � (CLIP ALl LOCATONS FOR S7GNASLPE) ACTION REQUESTED: Authorizing the Division of Parks and Recreation to enter into an agreement with Allied Management Company for the management and operation of the Watergate Marina. RECOMMENDATIONS: Approve �A) or Reject Ifl) _PLANNMG COMMISSION _CIVIL SERViCE COMMi5510N __,CIB COMMITrEE _ A STAFF _ _OISTRICT COUNCIL __ SUPPORTS WHICH COVNdL OBJECTIVE? IN�TIAiING PROBLEM, ISSUE, OPPORTUNITY (Who. What, Wnen, Wher¢, Why): PEq50NAL SEPVICE CONTfiACTS MUST ANSWER THE FOLLOWING QUESTIONS: 1. Has this persoNfirm ever worketl un0er a conttact tOr [his tleparunenV VES NO 2. Has SOis pereonJLrtn ever been a c�ry employee> YES NO 3. Does [his persoNfirm possess a skill not no�mally possessetl by any cmrent crty empl0yee? YES NO Explam all yes amwe�s on sepaeate sheat antl attach to H��n sheet. The Division of Parks and Recreation wishes to enter an agreement with an outside vendor for the management of the Watergate Marina. ADVANTAGES IF APPflOVED: The City will be able to offer services via Allied Management at the Watergate Marina. Services to the public including: slip rentals, storage, fuel sales and repair services will continue to be available through the term ot the agreement. DISADVANTAGES IF APPROVED• None DISADVANiAGE51F NOT APPROVED: The City may be unable to manage and operate the Watergate Marina, TOTAL AMOUNT OF TR4NSACTION wnaruc souacE (CIRCLEONE) YES NO ACTIVfTV NUMBEA 330-23160 FINANCIAI.INFORMATION: (EXPLAIN) �'.> 0\ interdepartmental Memarandum CITY OF SAINT PAUL January 12, 2001 TO: Council President Dan Bostrom Council Member 7ay Benanav Council Member Jerry Blakey Council Member Chris Coleman Council Member Pat Harris l Council Member Kathy Lantry / Council Member 3im Reiter � , / FROM: Victor A. Wittgenstein 7r., Direc Division of Parks and Recreation RE: Watergate Marina Agreement - Allied Management Resolution O1-39 (Agenda # 14 - January 17, 2001) The Division of Parks and Recreation is requesting that the City Council adopt the referenced resolution, authorizing City officials to enter a fifteen (15) year management agreement with Allied Management Company for Watergate Marina. This recommendation foilows the conclusion of a request for proposal (RFP) process, and examination of proposals by a review committee comprised of staff from the Division of Parks and Recreation, Department of Planning and Economic Devetopment and Division of Contract and Analysis. The agreement before the City Council satisfies the three overriding policy objectives that were elemen[s of this process. Minimize the City's financial exposure and opezating risk Prcvide fcr fne initiation o� cap;tat im�rovenents Maintain adequate control of the fees to be charged to marina customers In doing this the agreement accomplishes: Limiting the City's ongoing financial liabiliry to costs related to maintaining access to utility services. Y �" o�-3q Resolution O1-39 7anuary 12, 2001 page two • Requirin� the operator to invest $450,000 in fixed improvements to the property (docks, boat ramp, security gating) that will become property of the City. • Annual payments to the City based on percentage of revenues generated by tfie operator for launch ramp, storage, and repair services. � Operator responsibility for dredging to maintain harbor depth. • Maintaining performance bonds and escrow accounts to ensure performance of contract provisions. • Provision of a variety of marina services (dockage, storage,launches, service, rentals, gasoline, mazine parts and equipment) to the pubiic over the term of the agreement. If you have any questions regarding the agreement before the City Council, please contact me at 266-6409 or Mike Hahm at 266-6444. Thank you for your attention to this matter. VAW cc: Mayor Coleman Susan Kimberiy G:1SP�W P\COUNCIUalliedrecommendation.jan00.mpd a r j� io-�c� O�-�9 MANAGEMENT AGREEMENT This AGREEMENT, effective as of , 2001 by and between: CITY OF SAINT PAUL, a municipal corporation of the State of Minnesota, hereinafter called "CITY" F.�S'fl. ALLIED MANAGEMENT COMPANY, a corporation registered in the State of Minnesota, hereinafCer called "ALLIED", hereinafter jointly called "Parties", and aiso individually called "Party". WITNESSETH: WHEREAS, Yhe CTTY is the owner of public pazk land adjoining the Mississippi River commonly known as Crosby Farm Regional Park which contains a marina hereinafter called ° WATERGATE' ; and WHEREAS, the CITY desires to offer public marina services as a recreational amenity at WATERGATE; and WHEREAS, the CITY believes that such services should be provided at a minimal financial risk to the CITY; and WHEREAS, ALLIED has proposed to the CITY that it manage and operate WAT'ERGATE on behalf of the CITY, and has proposed various capital improvements that it will initiate; and WHEREAS, both parties believe it is in their mutual best interest to enter into the within AGREEMENT for the provision of marina services at WATERGATE. NOW, THEREFORE, in considerafion of the promises and mutual covenants herein contained, it is agreed as follows: ARTICLE I TERM 1.1 Term. The term of this AGREEMENT shall be fifteen (15) boating seasons, beginning upon execution of this AGREEMENT, and ending November 30, 2015. 1.2 Extension Ootions. The Parties may extend the term of this AGREEMENT by mutuai assent far up to two additional five (5) year periods following the expiration of the initial term (i.l). A11 terms and conditions of this AGREEMENT applicabie to the Initial Terrn (1.1) sha11 remain in effect for the Extended Tertn (1.2), except to the extent otherwise agreed to by the parties in writing. 0�•39 ARTICLE II MARINA PROPERTY DEFINED 2,1 The WATERGATE marina properiy adjoins the Mississippi River at a location commonly known as Crosby Farm Regional Pazk. The marina property is indicated by a black dashed line on attached E�ibit A. 2.2 All other pazk lands other than those defined as WATERGATE marina properiy are not governed in any way, implied or otherwise, by AGREEMENT and remain under the sole control and jurisdiction of the CITY. 2.3 River Boats, Inc. has an agreement (Exhibit B) with the CITY, allowing for the operation of a charter boat operation within the WATERGATE harbor. This AGREEMENT in no way supercedes the obligations of the CITY or the rights granted to River Boats, Inc., as governed by the referenced agreement, nor does it in any way prevent the CITY from administering any of the provisions of said agreement. All payments referenced in the River Boats agreement will continue to be made to the CITY, and thereby will not be made to benefiY ALLIED. 2.4 The Minnesota Department of Transportation (MnDOT) has been granted an temporary easement by the CITY (Exhibit C) related to the reconstruction of the 35-E bridge. ALLIED acknowledges the existence of this easement. This AGREEMENT in no way supercedes the obligations of the CITY or the rights granted to MnDOT via this easement. ARTICLE I7I OPERATION & MANAGEMENT 3.1 ALLIED shall operate and manage a public marina facility at WATERGATE; and may engage in normal activities which are incidental to the operarion of the marina and except as herein provided, shall receive all of the income derived from such operation. 3.2 ALLIED will staff WATERGATE mazina for regular hours that shall be posted at the facility. It is expected that WATERGATE will be routinely staffed during the boating season {April-Ocfober) at least during the listed times. Monday-Friday 9 a.m. - 6 p.m. Saturday-Sunday 7:30 a.m. - 730 p.m. Outside of the boating season, ALLIED will staff WATERGATE marina for regular hours, and wili be open for business purposes a minimum of three days per week. 3.3 ALLIED is permitted to have access to WATERC�ATE facilities outside of public hours, for security purposes. For this purpose, ALLIED is granted full access to the premises at a11 times, except as herein provided. fl�-�9 3.4 ALLIED will operate and stafFthe gas dock and pump out during the term of this AGREEMENT. ALLIED map operate a ship store, offering convenience items for retail sale. 3.5 ALLIED will offer boat dockage, launching, and storaae. ALLIED has proposed a rate shucture assuxnmg annual5% increases. Both parties agree that this basic structure will be followed, allowing for adjushnents due to the boating mazket and facility upgrades, including the replacement of dock systems. The CITY reserves the rig�t to review and approve all rates. ALLIED will submit proposed rates for each season (exclusive of winter storage and services) to the CITY by December 31 s`, of the preceding year. ALLIED will submit proposed winter storage and services rates for each season to the CITY by June 30"', of each year, preceding implementation of said rates. 3.51 ALLIED will submit its standard lease and staraae customer agreements to the CTTY for its approval on the same dates it submits its proposed rates (3.5). Upon approval by the CITY, ALLIED may enforce such operating policies as included in said customer agreements. 3.6 ALLIED will provide security coverage for WATERGATE at a Ieve1 to be determined by ALLIED and agreed to by the CITY. ALLIED is the responsible party for security on the Marina Premises. 3.6.1 ALLIED may contract with CITY for services at an agreed upon service levei and rate, the rate not to be below the CITY's cost for providing such service. 3.7 ALLIED may choose to provide marine repair service and(or offer marine parts for retail sale. 3.8 ALLIED may act as a boat dealership, and offer boats for public sale. The CITY , at its sole discretion, has the right to limit the ttiunber of and the location of boats that may be on the Marina Premises for this purpose at any one time. 3.9 ALLIED may offer boats and mazine equipment for rental. 3.10 ALLIED may not engage in any business or enterprise that is not referenced in this AGI2EEMENT; including buY not limited to a restaurant or boat constniction, without the express consent of the CITI'. ARTICLE IV PAI'MENT 4.1 ALLIED will operate the WATERGATE Marina at no cost ta the CITY. The CITY will incur no new financial obiigations related to ALLIED's operation and managemenY of WATERGATE Marina. i���� 4.2 In years one (1) through fifteen (15} of this AGREEMENT, ALLIBD will make payment to the CITY as follows: 4.2.1 5% of all revenues generated at WATERGATE from repair services. 4.2.2 10% of ali revenues from launches and on-land summer storage and winter storage. 4.3 In any year following year fifteen (15) of this agreement, payment wi11 be established at negotiated percentage rate which may include any and a11 services provided at WATERGATE by ALLIED, determined by the parties at that time and agreed to in writing, per article 1.2. 4.4 ALLIED will make payments to the CITY as outlined in 4.2 in two instalments annually, on July i and December 31st. 4.5 On an annual basis, the CITY will dedicate $S,OOd from the payments due from ALLIEA (4.2) toward projects resulting in the permanent betterment of the Marina Premises. The CITY will consult with ALLIED prior to initiating any such improvements. 4.6 The CITY has a right to inspect all books and recotds pertaining to the operation of Watergate Mazina by ALLIED. The CITY shall be granted inspection of said books and records by providing ALLIED with written notice, whereby ALLIED shall have fifteen (15) days to provide such information to the CITY. ARTICLE V COVSENT TO IMPROVEMENTS 5.1 No improvements or immovable fixtures can be made, instalied, added or constructed by ALLIED to the WATERGATE marina property �vithout the written consent of the CITY. The CITY may require such information to be supplied by ALLIED as will enable the CITY to determine whether to consent to any proposed improvements or immavable fixtures. 5.2 ALLIED shall undertake no reconstruction, alterations, repairs or replacements of existing improvements, fixtures, facilities or equipment on or in the WATERCSATE marina properiy (or adjacent to it), which causes or constitutes a germanent change to WATERGAT'E marina property, thereto, without the written consent of the CITY. 53 An improvement for the purpose of paragraphs 51 and 5:2 shall be a permanent addition to or permanent betterment of real property that enhances its capital value, and does not include ordinary repairs or maintenance ar cleanup of pre-existing conditions. C� o�-�� 5.4 The CITY's response to a request for consent under paragraphs 5.1 and 5.2 shall be given in a reasonable time. 5.5 In the event that the AGREEMENT is terminated by ALLIED due to an uncured breach by CITY in the manner described in Article XI, the CITY shail be required to assume debt service payxnents for improvements, only if it has been specifically agreed to in writing at the time the improvement is authorized by the CITY (5.1 }. ARTICLE VI COVENANTS AND I3NDERTAKING 6.1 The Parties covenant, agree and acknowledge that each shall provide the following equipment and services: 6.1.1 The CITY shall periadically inspect the WATBRGATE marina property and inform ALLIED in writing of any conditions requiring attention as may be required to comply with the obligations under this AGREEMElVT. 6.12 ALLIED shall undertake no major improvements, construction or alterations to WATERGATE marina property without the prior review and written approval of ihe CITY. 6.1.3 The CITY shall provide ALLIED with the CITY's participant accident report forms. These forms shall be completed by ALLIED representatives in instances where accidents on or near the WATERGATE marina property are reported to or witnessed by ALLIED representatives. ALLIED shall deliver completed reports to the CITY within five working (5) days following an accident on or near the WATERGATB property. 6.1.4 ALLIED shall act as the rental agent far transient boaters at WATERGATE. A11 transient fees coJlected by ALLIED will be retained by ALLIED. 6.1.5 This AGREEMENT does not exempt ALLIED or WATERGATE customers from park rules and regulations, except as may be provided elsewhere in this AGREEMENT. 61.6 That in cases of emergency or disastex such as flood or other natural acts, ALLIED will vacate WATERGATE marina if required and otherwise cooperate �vith directives from the CITY's Director of Pazks and Recreation, Fire Chief, Police Chief or other CITY official delegated such power due to the emergency. ALLIED will make no claim against the CITY for lost revenues or added expenses due to such event. a�-3q 6.1.7 That ALLIED will assist the CITY in the identification and removal of derelict or abandoned boats and personal properties (that were on the premises prior to February 1, 2000) from the site, That the CITY will fully pursue available options for removal and disposal of such boats. AI.LIED shall assume no financial obligation related to the removal of said boats from the WATERGATE property. 6.1.8 That ALLIED shall have full use of the CITY equipment and materials cunently at WATERGATE. That both parties understand that such use of equipment and materials is in its current condition or on an "as is" basis. ALLIED may make repairs to such equipment and materiats as to atlow for its use. The CITY will remove any of its equipment or materials on site if requested by ALLIED. At the expiration of this AGREEMENT, al1 CITY equipment and materials will remain the properiy of the CITY, retumed by ALLIED allowing for normal wear and tear reiated to its use. An inventory of CITY equipment and materials remaining on site will be completed jointiy by ALLIED and the CTTY annually. 6.1.9 That ALLIED will purchase an agreed upon portion of the CITY's remaining retail and parts inventories for the amount of $6,850. That ALLIED may otherwise assist the CITY in divesting such invenfories which it will not purchase. 6.1.10 That no year-round "live-a-board" boating will be allowed at WATERGATE. ALLIED may not launch boats prior to March 15, or allow boats to remain in the harbor following IvTOVember i 5, without obtaining consent of the CITY. 6.1.11 That no habitation on boats that are in on-land storage wili be permitted. 6.2 ALLIED specifically covenants and agrees; 6.2.1 To maintain WATERGATE marina in a safe, clean and orderiy condition. ALLIED will cut grass, maintain parking areas and plow snow in areas defined as Mazina Premises. 6.2.2 To keep WATERGATE marina free of litter and accumulated trash. Cleanup of the site shall be done on a twice-weekly basis. 6.23 To provide an adequate number of trash receptacies at WATERGATE marina to accommodate debris generated by boat owners aud their visitors to the marina and be responsible for the removal of that trash. b2.4 To store all ALLIED's equipment and other materials present at the WATERGATE marina premises in an orderiy manner so that the appearance of the facility is clean and organized. o�-�R 6_2.5 To coaperate with and provide such facilities that are necessary and appropriate for CITY's Fire Department Hazbor Patrol, U.S. Coast Guard, Coast Guazd Au�ciliary and Ramsey County Sheriff Water Patrol. 6.2.6 That ALLIED shali provide the CITY with a copy of all agreements or contracts between the ALLIED and any party who will assist ALLIED in carrying out the stipulations of this AGREBMENT. No assi€mment or sub-contract related to this AGREEMENT can be initiated without the approvai of the CITY. 5.2.7 To not rent dockage or storage to any individual or entity whose primary purpose is to conduct business at that location, or knowingly allow any of its customers to temporarily or permanently conduct retaii or commercial transactions within WATERGATE marina. This does not preclude slip holders from entertaining guests, nor does it prohibit slip holders from conducting personal business or work related to their employment while on their boat. 6.2.8 To conform to Ciry, State and Federal safety, health, accessibility and environmentai laws and to cooperate with the appropriate agencies to achieve such objectives. 6.2.9 To comply with State and Federal and Loca1 laws and regulations prohibiting discrimination. 6.2.10 That it sha11 not, in violation of any applicable federal, stata or local laws or regulations, pollute any air, soil or ground waters, or discharge or release any Hazazdous Wastes, in, into, on, over or ad}acent to WATERGATE marina or the Mississippi River, and that it shall take reasonable steps to prevent all customers, guests, transient boaters and other users of the marina from doing so. Any such discharge or pollution by ALLIED, or failure to take reasonabie steps to prevent such customer discharge or pollution, which is in violation of any such applicable laws or regulations, shall be a breach of this AGREEMENT. ALLIED shall also comply with all applicable federal, state and loaal laws and regulations, including City ordinances, relating to the control, handling, discharge or release of said Hazardous Wastes, and failure so to do shall be a breach of this AGREEMENT. Tn addition, ALLIED shail be obligated to use the Minnesota Pollution Control Agency Fact Sheet #4.24 "Managing Marina Waste", published April 8, 1996, as a general guideline for its operations and shall work with its membership and slipholders to achieve compliance with the �uidelines in said Fact Sheet. 6.211 Hazardous Wastes, for the purpose of paragraph 6.2.10 above, shall be and include all dangerous, toxic or hazardous contaminants, polhrtants, chemical wastes or substances as defined in applicable federal, state or Ioca1 laws or regulations, as those may be amended from time to time. 7 ot- 6.2.12 To ailow WATERCTATE customers with accounts in good standing to retain their dock positions. In the event that a waiting Iist for any slip, storage or launch contract exists during the term of this AGREEMENT, residents of St. Paul will receive priority when vacancies become available. 6.2.13 To provide no services, including dockage, to any customers with outstanding marina balances due to the CITY, until such balances are confirmed by the CITY as paid in full. 6.2.14 To maintain the following existing ancVor future systems and equipment serving WATERGATE's facilities and docks as necessary for use as determined by ALLIED: electrical, phone, computer, security, plumbing, and HVAC. 6.3 The CTTY specifically covenants and agrees: 63.1 To aliow ALLIED to provide a minimum of 138 and a maximum of 199 slips, subject to the ability to acquire necessary permits. 63.2 To cut the grass and maintain the pazk areas adjacent to WAT`ERGAT'E mazina. Tree maintenance and removal throughout the WATERGATE property will remain the responsibility of the CITY. 633 To provide that electrical, telephone, water, and septic service are available on the WATERGATE mazina property. ALLIED is responsible for payment of all related bi11s based on its usage and consumption of said utilities for the duration of this AGREEMENT. 6.3.3.1 As it relates to electrical servica, the CITY will maintain electric service up to the distribution panel at the building, and also specif cally fi•om the overhead feeds to the d'asconnect points at the docks. 6.33.2 As it relates to water service, the CITY wi11 maintain and service the weli, filtering system, and feeds from the building to the docks. 6.3.3.3 As it relates to septic, the CITY will maintain the availability of a functioning system or adequate alternative. ALLIED is responsible to pay for any "pump-outs" of the septic system or future holding tank. 63.4 To maintain the appropriate permits for the location and operation of a marina at the WATERGATE property that may be required by law and to transfer aIl appropriate rights to said permits to ALLIED for the term of this AGREEMENT. The CITY shali provide copies of all such permiYs to the ALLIED. 0�.�9 63.5 To provide ALLIED with the use of existing WATERGATE marina equipment, in "as is" condition. ARTICLE VII CAPITAL INVESTM�;NT 7.1 During the first five years of this AGREEMENT, ALLIED wili invest a minimum of $400,000 for the refloating, replacement, reconfiguration, and addition of slips and docks. All docks will be considered permanent improvements to the mazina premises and the property of the CITY following the expiration of this agreement. A minimum of $150,000 will be invested in the first t��o years of the agreement. 7.11 ALLIED may collateralize the improvements to the docks as referenced in 7.1 in order to acquire financing, provided that all of the conditions in articles 7.1.2 and 7.1.3 aze met. Docks may not be collateralized for any financing purpose other than initiating dock improvements. 7.1.2 In the event that the AGREEMENT is terminated by the CITY due to an uncured breach by ALLIED in the manner described in Articie XI, the CITY will have the right to assume debt service payments for the dock systems. This obligates the CITY in no manner, either implied or explicitly, to assume debt service in such an event. 7.1.3 ALLIED may not finance dock improvements referenced in 7.1 for any period extending beyond the initial term of this AGREEMENT (1.1) ar any extended term as described in 1.2 that has been agreed to. ALLIED must structure payments in equal annuai atnounts, with no back loading or balloon payments. 7.1.4 In the event that the AGREEMENT is terminated by ALLIED due to an ui�cured breach by ClTY in the manner described in Article XT, the CITY will be required to assume debt service payments for the dock systems. 7.2 During the first two years of this AGREEMENT, ALLIED wi11 invest a minimum of $ i �,000 and up to $20,000 to repair the boat ramp, considered a permanent improvement to the marina premises and the property of the CITY. This investment is separate and in addition to other investments referenced in this AGREEMENT. 7.2.1 ALLIED wili receive a credit, applied against payments due to the CITY as govemed by Article 4 of this AGREEMENT, for monies it spends related to ramp repairs (�.2). If such credits exceed actual payment due to the CITY, it may be carried forward to the next year. DI�Z'� 7.3 During the first three years of this AGREEMENT, ALLIED will invest a minimum of $10,000 for air conditioning the ofFcelship store, considered a permanent improvement to the marina premises and the property of the CITY. This investment is sepazate and in addition to other investments referenced in this AGREEMENT 7.4 During the first two yeazs of this AGREEMENT, ALLIED wili invest a minimum of $25,000 for installing a security gate to control the egress and ingress of marina customers, considered a permanent improvement to the marina premises and the property of the CITY. This investment is separate and in addition to other investments referenced in this AGREEMENT. 7.5 During the first five years of this AGREEMENT, ALLIED will investment up to $100,000 for boat hauling equipment. This investment is separate and in addition to other investments referenced in this AGREEMENT. Such items will remain the property of ALLIED. ARTTCLE VIII FLOODING/DREDGING 8.1 Both Parties acknowledge that the Marina Premises including the harbor are located in the flood plain and are susceptible to periodic flooding and related siiting. 8.2 ALLIED is responsible to maintain the harbor depth for marina activities and is responsible far any dredging expenses, including those related to flood events. 83 ALLIED will maintain an escrow account not required to exceed $60,000, dedicated for dredging expenses. Withdrawais from this account can only be made jointiy by the Parties. 831 At the beginning of each year of this AGREEMENT, ALLTED will deposit $10,000 into the account (83). Deposits will not be required in years where the balance of the account exceeds $60,000. 8.3.2 In the event that the AGREEMENT is terminated by the CITY due to an uncured breach by ALLIED in the manner described in Article XI, the full amount in the escrow account (8.3) will be payable to the CITY. 833 In the event that the AGRBEMEI`TT is terminated by ALLIED due ±o an uncured breach by the CITY in fhe manner described in Article XI, or if the term of the AGREEMENT expires, the full amount in the eacrow account (8.3) will be payable to ALLIED. 10 el-�9 ARTICLEIX INSURANCE 9.1 ALLIED hereby agrees to defend, indemnify and hold the CITY and any of its officers, agents and employees l�amlless from any claims, damages, or causes of action arising from the use and operations of Marina Premises by ALLIED, its agents, officers, or employees. ALLIED shall provide at its own cost and expense, liability insurance namin2 the CITY as an additional insured thereon. Insurance shall cover injury to persons ar property in an amount not less than the limits of the CITY's liabiliry as set forth in Minn. Siat. §466.01 et seq (cunently $300,Q00 individual, $1,000,000 aggregate). ALLIED sha11 also provide a Marina Operators Legal Liability Policy with limits not less than $300,000 for one occurrence and $1,000,000 aggregate. ALLIED shall provide evidence of such coverage Co the CITY upon execution of the agreement. Nothing in this provision shall be construed in any manner as a waiver by the CITY of its statutory limits of liability, immunities or exceptions. ALLIED shall be obligated to maintain such coverage in full force and effect at all times that this Lease Agreement is in effect, and failure to do so shall be a breach thereof. 9.2 ALLIED shall supply to CITY a current insurance certificate for the policies required in Section 9. Further, ALLIED's Insurance Agent shali provide to the City evidence of the Insurance Agents's ERRORS and OMISSIONS Insurance Policy. 43 The limits cited under the insurance requirement above establish minimums; and it is the sole responsibility of ALLIED to ptuchase and maintain additional ansurance that may be necessary in relation to this agreement. 9.4 ALLIED shall piace the instu�ance with responsible insurance companies authorized and licensed to do business in the State of Minnesota and approved by City, and shall deliver copies of the policies to City on the date of this AGRBEMENT. The po3icies required in Section 9 sha11 be endorsed to indicate that the instuer cannot cancel or change the insurance without first giving the City 30 days rvritten notice. 9.5 If, for any reason, any of the insurance hereunder is void, ALLIED is responsible to the CITY for the total amotimt of uninsured loss. ARTICLE X ADMINISTRATION 10.1 For the purpose of the administrarion of this Lease Agreement, the CITY's representative shall be the Directar of Parks and Recreation and the ALLIED's representative shall be its president. I1 o � -�9 ARTICLE XI DEFAULTlREMEDY 11.1 This AGREEMENT may be terminated at any time by mutual assent of the Parties. 11.2 In the event that either party fails to perform any of the terms or conditions of this AGREEMENT, or violates any term or condition thereof, such failure or violation sha11 be a breach of the said AGREEME2�3T. In the event of such a breach, the other party may give written notice of the breach to the party in breach. If the breach has not been cured or remedied within thirty (30) days following the giving of such written notice, the other party may terminate this AGREEMENT in its entirety. 11.3 In the event any provision contained in this AGREEMENT should be breached by either party and said breach thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 11.4 That neither Party will make any claim and waives any right against the other Party on account of any loss or damage caused by acts of God, such as fire, water, windstorm, freezing, or other acts such as war or civil unrest which affect the leasehold property in connection with its operation under this AGREEMENT. 1 LS No remedy herein conferred upon or reserved to either party imder this AGREEMENT is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now ar hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any right or power or shall be construed to be a waiver thezeof, but any such right and power may be exercised from time to time and as often as map be deemed expedient. 11.6 This AGREEMENT shall be construed under the laws of the State of Minnesota; and if any provision or portion thereof, or the application thereoPto any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT shall not be affected thereby, and each provision of this AGREEMENT shall be valid and enforceable to the fullest extent provided by law. 11.7 ALLIED shall post a performance bond in the amount equal to the difference between $6Q,OQ0, and the account balance in the escro�v accotmt (83}, in order to guarantee the management, performance of managen�ent and operations at WATERGATE . The bond will be forfeited to the CITY in the event that ALLIED is found in an uncured breach of fliis AGREEMENT as defined in article XI. 12 b\- 31 ARTICLE XII NOTTCES 12.1 Any notice, statements, bills or communications provided for herein shall be deemed su�ciently given or rendered if in writing and either delivered to the other Party personally or sent by certified mail address to the other return-receipt postage prepaid as follows: AS TO CITY - Director of Parks and Recreation City of Saint Paul 300 City Hall Annex 25 W. 4"` Street Saint Paul, NIN 55102 AS TO ALLIED - Luke Michaud, President Allied Management Company 1910 Mahtomedi Avenue Mahtomedi, MN SS ll 5 or such other subsequent address as the respective Parties shall designate in writing. The time of giving such notice or communication shall be deemed to be the time when the same is actually delivered to the other Parry. ARTICLE XIII MISCELLANEOUS 13.1 �tions and Headin�. The captions and headings used herein are intended only for the convenience of the reference and are not to be used in construing this AGREEMENT. 13.2. Entire A¢reement. Tl�is AGREEMENT constitutes the full and complete agreement between the Parties hereto and there are no other terms, obligations, covenants, representations, warranties or conditions other than contained herein. 133 Fair Dealin�. Each ofthe parties agrees to exercise good faith and fair deafing with the other in its respective exercise and performance of its rights and obligations under this AGREEMENT. Whenever the CITY's discretion, consent or approval is herein provided or required, it shall not be unreasonably exercised, withheld or delayed. 13.4 Classificafion of Propertv. Parties hereto acknowledge that, pursuant to Minn. Stat. §471.191, subd. 4, this AGREEMENT is not a lease of the property and that the property will remain exempt from taxation. If at any time during the initial term of the AGREEMENT, ar any renewai terms thereof, the property becomes subject to taxation as a result of any activiry engaged in on the property by ALLIED, regardless of whether the activity was permitted by the CITY, payment of the resulting taYes on the property shall be the sole responsibility of ALLIED. 13 o �-�9 IN WITNESS FiEREOF, the Parties have caused this AGREEMENT to be executed and delivered in duplicate as of the date appearing on page ane hereof. APPROVED AS TO FQRM: City Attorney ALLIED MANAGEMENT Luke Michaud, President CITY OF SAINT PAUL: Mayor, City of Saint Paul Director of Pazks and Recreation Financial Servaces Director KEl�'7 �CllYlel't, SeCYet3P}�1TTEaSl11'EY G:�SP1WPWgreemnts�A}lied Management longderm.wpd 14 Council File # ���3t Green Sheet # l0 ra � 58' RESOLUTION CITY OF SAINT PAUL, MINNESOTA .i�' Presented By Re£erred to Committee: Date 1 2 3 4 5 6 � 9 10 11 12 13 14 15 WHEREAS, the City has operated Watergate Marina, located at 25000 Crosby Farm Raad, Since the late 1970's, and WHEREAS, the City Council at its June 28, 2000 meeting authorized the Division of Parks and Recr2ation to issue an RFP for the long-term management and operation of Watergate Marina as detailed in Council resolution 00-608, and WHEREAS, the City has received four proposals from private vendors to provide this service on behalf of the City, and WHEREAS, the Division of Parks and Recreation staff, after analyzing the proposals is recommending that the City enter into the attached agreement with Allied Management Company. NOW, THEREFORE, BE IT RESOLVED, that the City's Division of Parks and Recreation is hereby authorized to enter into the attached agreement with Allied Management Company for the operation and management of the Marina. Yeas Nays Absent Benanav_ _�/ Blakey �/ Bostrom �/ Harris �/ Coleman � Lantry_ �/ Rei ter �� b O � Adopted by Council: Date \\ s,� �°1 ap0\ v �a_»_�_. T � Adoption Certified by Council Secretary BY � � 1i ��� Approved by Mayor: Date: 42 / By: �� Requested by: Division of Parks and Recreation � / `.,: ,� �, . ��... . Form Approved by City Attorney BY: � -,.�e� Approved y Mayor for Submission to Counci � By: Parks and Recreation CONTACT PERSON AND PH�NE Mike Hahm- 266-6444 MUST BE ON COUNCIL AGENDA BV (DATEI January 17, 2000 DATEINITIATED GREEN SHEET NO. 106658 January 10, � t�,q 2001 INITIAIl�ATE INITIAL(OATE � � pEPARTMEM OIRECT�R 4 GT' CAUNCIL ASSIGN \ NUMBEft fO1i� ? CITY ATTORNEY _CRY CLERK ftOVi1NG OPDEA FINANCIAI SERYICES DIR. _ 3 MAYOR (Oq ASSISTANn 5 Parks TOTAL 9 OF SIGNA"fURE PAGE$ � (CLIP ALl LOCATONS FOR S7GNASLPE) ACTION REQUESTED: Authorizing the Division of Parks and Recreation to enter into an agreement with Allied Management Company for the management and operation of the Watergate Marina. RECOMMENDATIONS: Approve �A) or Reject Ifl) _PLANNMG COMMISSION _CIVIL SERViCE COMMi5510N __,CIB COMMITrEE _ A STAFF _ _OISTRICT COUNCIL __ SUPPORTS WHICH COVNdL OBJECTIVE? IN�TIAiING PROBLEM, ISSUE, OPPORTUNITY (Who. What, Wnen, Wher¢, Why): PEq50NAL SEPVICE CONTfiACTS MUST ANSWER THE FOLLOWING QUESTIONS: 1. Has this persoNfirm ever worketl un0er a conttact tOr [his tleparunenV VES NO 2. Has SOis pereonJLrtn ever been a c�ry employee> YES NO 3. Does [his persoNfirm possess a skill not no�mally possessetl by any cmrent crty empl0yee? YES NO Explam all yes amwe�s on sepaeate sheat antl attach to H��n sheet. The Division of Parks and Recreation wishes to enter an agreement with an outside vendor for the management of the Watergate Marina. ADVANTAGES IF APPflOVED: The City will be able to offer services via Allied Management at the Watergate Marina. Services to the public including: slip rentals, storage, fuel sales and repair services will continue to be available through the term ot the agreement. DISADVANTAGES IF APPROVED• None DISADVANiAGE51F NOT APPROVED: The City may be unable to manage and operate the Watergate Marina, TOTAL AMOUNT OF TR4NSACTION wnaruc souacE (CIRCLEONE) YES NO ACTIVfTV NUMBEA 330-23160 FINANCIAI.INFORMATION: (EXPLAIN) �'.> 0\ interdepartmental Memarandum CITY OF SAINT PAUL January 12, 2001 TO: Council President Dan Bostrom Council Member 7ay Benanav Council Member Jerry Blakey Council Member Chris Coleman Council Member Pat Harris l Council Member Kathy Lantry / Council Member 3im Reiter � , / FROM: Victor A. Wittgenstein 7r., Direc Division of Parks and Recreation RE: Watergate Marina Agreement - Allied Management Resolution O1-39 (Agenda # 14 - January 17, 2001) The Division of Parks and Recreation is requesting that the City Council adopt the referenced resolution, authorizing City officials to enter a fifteen (15) year management agreement with Allied Management Company for Watergate Marina. This recommendation foilows the conclusion of a request for proposal (RFP) process, and examination of proposals by a review committee comprised of staff from the Division of Parks and Recreation, Department of Planning and Economic Devetopment and Division of Contract and Analysis. The agreement before the City Council satisfies the three overriding policy objectives that were elemen[s of this process. Minimize the City's financial exposure and opezating risk Prcvide fcr fne initiation o� cap;tat im�rovenents Maintain adequate control of the fees to be charged to marina customers In doing this the agreement accomplishes: Limiting the City's ongoing financial liabiliry to costs related to maintaining access to utility services. Y �" o�-3q Resolution O1-39 7anuary 12, 2001 page two • Requirin� the operator to invest $450,000 in fixed improvements to the property (docks, boat ramp, security gating) that will become property of the City. • Annual payments to the City based on percentage of revenues generated by tfie operator for launch ramp, storage, and repair services. � Operator responsibility for dredging to maintain harbor depth. • Maintaining performance bonds and escrow accounts to ensure performance of contract provisions. • Provision of a variety of marina services (dockage, storage,launches, service, rentals, gasoline, mazine parts and equipment) to the pubiic over the term of the agreement. If you have any questions regarding the agreement before the City Council, please contact me at 266-6409 or Mike Hahm at 266-6444. Thank you for your attention to this matter. VAW cc: Mayor Coleman Susan Kimberiy G:1SP�W P\COUNCIUalliedrecommendation.jan00.mpd a r j� io-�c� O�-�9 MANAGEMENT AGREEMENT This AGREEMENT, effective as of , 2001 by and between: CITY OF SAINT PAUL, a municipal corporation of the State of Minnesota, hereinafter called "CITY" F.�S'fl. ALLIED MANAGEMENT COMPANY, a corporation registered in the State of Minnesota, hereinafCer called "ALLIED", hereinafter jointly called "Parties", and aiso individually called "Party". WITNESSETH: WHEREAS, Yhe CTTY is the owner of public pazk land adjoining the Mississippi River commonly known as Crosby Farm Regional Park which contains a marina hereinafter called ° WATERGATE' ; and WHEREAS, the CITY desires to offer public marina services as a recreational amenity at WATERGATE; and WHEREAS, the CITY believes that such services should be provided at a minimal financial risk to the CITY; and WHEREAS, ALLIED has proposed to the CITY that it manage and operate WAT'ERGATE on behalf of the CITY, and has proposed various capital improvements that it will initiate; and WHEREAS, both parties believe it is in their mutual best interest to enter into the within AGREEMENT for the provision of marina services at WATERGATE. NOW, THEREFORE, in considerafion of the promises and mutual covenants herein contained, it is agreed as follows: ARTICLE I TERM 1.1 Term. The term of this AGREEMENT shall be fifteen (15) boating seasons, beginning upon execution of this AGREEMENT, and ending November 30, 2015. 1.2 Extension Ootions. The Parties may extend the term of this AGREEMENT by mutuai assent far up to two additional five (5) year periods following the expiration of the initial term (i.l). A11 terms and conditions of this AGREEMENT applicabie to the Initial Terrn (1.1) sha11 remain in effect for the Extended Tertn (1.2), except to the extent otherwise agreed to by the parties in writing. 0�•39 ARTICLE II MARINA PROPERTY DEFINED 2,1 The WATERGATE marina properiy adjoins the Mississippi River at a location commonly known as Crosby Farm Regional Pazk. The marina property is indicated by a black dashed line on attached E�ibit A. 2.2 All other pazk lands other than those defined as WATERGATE marina properiy are not governed in any way, implied or otherwise, by AGREEMENT and remain under the sole control and jurisdiction of the CITY. 2.3 River Boats, Inc. has an agreement (Exhibit B) with the CITY, allowing for the operation of a charter boat operation within the WATERGATE harbor. This AGREEMENT in no way supercedes the obligations of the CITY or the rights granted to River Boats, Inc., as governed by the referenced agreement, nor does it in any way prevent the CITY from administering any of the provisions of said agreement. All payments referenced in the River Boats agreement will continue to be made to the CITY, and thereby will not be made to benefiY ALLIED. 2.4 The Minnesota Department of Transportation (MnDOT) has been granted an temporary easement by the CITY (Exhibit C) related to the reconstruction of the 35-E bridge. ALLIED acknowledges the existence of this easement. This AGREEMENT in no way supercedes the obligations of the CITY or the rights granted to MnDOT via this easement. ARTICLE I7I OPERATION & MANAGEMENT 3.1 ALLIED shall operate and manage a public marina facility at WATERGATE; and may engage in normal activities which are incidental to the operarion of the marina and except as herein provided, shall receive all of the income derived from such operation. 3.2 ALLIED will staff WATERGATE mazina for regular hours that shall be posted at the facility. It is expected that WATERGATE will be routinely staffed during the boating season {April-Ocfober) at least during the listed times. Monday-Friday 9 a.m. - 6 p.m. Saturday-Sunday 7:30 a.m. - 730 p.m. Outside of the boating season, ALLIED will staff WATERGATE marina for regular hours, and wili be open for business purposes a minimum of three days per week. 3.3 ALLIED is permitted to have access to WATERC�ATE facilities outside of public hours, for security purposes. For this purpose, ALLIED is granted full access to the premises at a11 times, except as herein provided. fl�-�9 3.4 ALLIED will operate and stafFthe gas dock and pump out during the term of this AGREEMENT. ALLIED map operate a ship store, offering convenience items for retail sale. 3.5 ALLIED will offer boat dockage, launching, and storaae. ALLIED has proposed a rate shucture assuxnmg annual5% increases. Both parties agree that this basic structure will be followed, allowing for adjushnents due to the boating mazket and facility upgrades, including the replacement of dock systems. The CITY reserves the rig�t to review and approve all rates. ALLIED will submit proposed rates for each season (exclusive of winter storage and services) to the CITY by December 31 s`, of the preceding year. ALLIED will submit proposed winter storage and services rates for each season to the CITY by June 30"', of each year, preceding implementation of said rates. 3.51 ALLIED will submit its standard lease and staraae customer agreements to the CTTY for its approval on the same dates it submits its proposed rates (3.5). Upon approval by the CITY, ALLIED may enforce such operating policies as included in said customer agreements. 3.6 ALLIED will provide security coverage for WATERGATE at a Ieve1 to be determined by ALLIED and agreed to by the CITY. ALLIED is the responsible party for security on the Marina Premises. 3.6.1 ALLIED may contract with CITY for services at an agreed upon service levei and rate, the rate not to be below the CITY's cost for providing such service. 3.7 ALLIED may choose to provide marine repair service and(or offer marine parts for retail sale. 3.8 ALLIED may act as a boat dealership, and offer boats for public sale. The CITY , at its sole discretion, has the right to limit the ttiunber of and the location of boats that may be on the Marina Premises for this purpose at any one time. 3.9 ALLIED may offer boats and mazine equipment for rental. 3.10 ALLIED may not engage in any business or enterprise that is not referenced in this AGI2EEMENT; including buY not limited to a restaurant or boat constniction, without the express consent of the CITI'. ARTICLE IV PAI'MENT 4.1 ALLIED will operate the WATERGATE Marina at no cost ta the CITY. The CITY will incur no new financial obiigations related to ALLIED's operation and managemenY of WATERGATE Marina. i���� 4.2 In years one (1) through fifteen (15} of this AGREEMENT, ALLIBD will make payment to the CITY as follows: 4.2.1 5% of all revenues generated at WATERGATE from repair services. 4.2.2 10% of ali revenues from launches and on-land summer storage and winter storage. 4.3 In any year following year fifteen (15) of this agreement, payment wi11 be established at negotiated percentage rate which may include any and a11 services provided at WATERGATE by ALLIED, determined by the parties at that time and agreed to in writing, per article 1.2. 4.4 ALLIED will make payments to the CITY as outlined in 4.2 in two instalments annually, on July i and December 31st. 4.5 On an annual basis, the CITY will dedicate $S,OOd from the payments due from ALLIEA (4.2) toward projects resulting in the permanent betterment of the Marina Premises. The CITY will consult with ALLIED prior to initiating any such improvements. 4.6 The CITY has a right to inspect all books and recotds pertaining to the operation of Watergate Mazina by ALLIED. The CITY shall be granted inspection of said books and records by providing ALLIED with written notice, whereby ALLIED shall have fifteen (15) days to provide such information to the CITY. ARTICLE V COVSENT TO IMPROVEMENTS 5.1 No improvements or immovable fixtures can be made, instalied, added or constructed by ALLIED to the WATERGATE marina property �vithout the written consent of the CITY. The CITY may require such information to be supplied by ALLIED as will enable the CITY to determine whether to consent to any proposed improvements or immavable fixtures. 5.2 ALLIED shall undertake no reconstruction, alterations, repairs or replacements of existing improvements, fixtures, facilities or equipment on or in the WATERCSATE marina properiy (or adjacent to it), which causes or constitutes a germanent change to WATERGAT'E marina property, thereto, without the written consent of the CITY. 53 An improvement for the purpose of paragraphs 51 and 5:2 shall be a permanent addition to or permanent betterment of real property that enhances its capital value, and does not include ordinary repairs or maintenance ar cleanup of pre-existing conditions. C� o�-�� 5.4 The CITY's response to a request for consent under paragraphs 5.1 and 5.2 shall be given in a reasonable time. 5.5 In the event that the AGREEMENT is terminated by ALLIED due to an uncured breach by CITY in the manner described in Article XI, the CITY shail be required to assume debt service payxnents for improvements, only if it has been specifically agreed to in writing at the time the improvement is authorized by the CITY (5.1 }. ARTICLE VI COVENANTS AND I3NDERTAKING 6.1 The Parties covenant, agree and acknowledge that each shall provide the following equipment and services: 6.1.1 The CITY shall periadically inspect the WATBRGATE marina property and inform ALLIED in writing of any conditions requiring attention as may be required to comply with the obligations under this AGREEMElVT. 6.12 ALLIED shall undertake no major improvements, construction or alterations to WATERGATE marina property without the prior review and written approval of ihe CITY. 6.1.3 The CITY shall provide ALLIED with the CITY's participant accident report forms. These forms shall be completed by ALLIED representatives in instances where accidents on or near the WATERGATE marina property are reported to or witnessed by ALLIED representatives. ALLIED shall deliver completed reports to the CITY within five working (5) days following an accident on or near the WATERGATB property. 6.1.4 ALLIED shall act as the rental agent far transient boaters at WATERGATE. A11 transient fees coJlected by ALLIED will be retained by ALLIED. 6.1.5 This AGREEMENT does not exempt ALLIED or WATERGATE customers from park rules and regulations, except as may be provided elsewhere in this AGREEMENT. 61.6 That in cases of emergency or disastex such as flood or other natural acts, ALLIED will vacate WATERGATE marina if required and otherwise cooperate �vith directives from the CITY's Director of Pazks and Recreation, Fire Chief, Police Chief or other CITY official delegated such power due to the emergency. ALLIED will make no claim against the CITY for lost revenues or added expenses due to such event. a�-3q 6.1.7 That ALLIED will assist the CITY in the identification and removal of derelict or abandoned boats and personal properties (that were on the premises prior to February 1, 2000) from the site, That the CITY will fully pursue available options for removal and disposal of such boats. AI.LIED shall assume no financial obligation related to the removal of said boats from the WATERGATE property. 6.1.8 That ALLIED shall have full use of the CITY equipment and materials cunently at WATERGATE. That both parties understand that such use of equipment and materials is in its current condition or on an "as is" basis. ALLIED may make repairs to such equipment and materiats as to atlow for its use. The CITY will remove any of its equipment or materials on site if requested by ALLIED. At the expiration of this AGREEMENT, al1 CITY equipment and materials will remain the properiy of the CITY, retumed by ALLIED allowing for normal wear and tear reiated to its use. An inventory of CITY equipment and materials remaining on site will be completed jointiy by ALLIED and the CTTY annually. 6.1.9 That ALLIED will purchase an agreed upon portion of the CITY's remaining retail and parts inventories for the amount of $6,850. That ALLIED may otherwise assist the CITY in divesting such invenfories which it will not purchase. 6.1.10 That no year-round "live-a-board" boating will be allowed at WATERGATE. ALLIED may not launch boats prior to March 15, or allow boats to remain in the harbor following IvTOVember i 5, without obtaining consent of the CITY. 6.1.11 That no habitation on boats that are in on-land storage wili be permitted. 6.2 ALLIED specifically covenants and agrees; 6.2.1 To maintain WATERGATE marina in a safe, clean and orderiy condition. ALLIED will cut grass, maintain parking areas and plow snow in areas defined as Mazina Premises. 6.2.2 To keep WATERGATE marina free of litter and accumulated trash. Cleanup of the site shall be done on a twice-weekly basis. 6.23 To provide an adequate number of trash receptacies at WATERGATE marina to accommodate debris generated by boat owners aud their visitors to the marina and be responsible for the removal of that trash. b2.4 To store all ALLIED's equipment and other materials present at the WATERGATE marina premises in an orderiy manner so that the appearance of the facility is clean and organized. o�-�R 6_2.5 To coaperate with and provide such facilities that are necessary and appropriate for CITY's Fire Department Hazbor Patrol, U.S. Coast Guard, Coast Guazd Au�ciliary and Ramsey County Sheriff Water Patrol. 6.2.6 That ALLIED shali provide the CITY with a copy of all agreements or contracts between the ALLIED and any party who will assist ALLIED in carrying out the stipulations of this AGREBMENT. No assi€mment or sub-contract related to this AGREEMENT can be initiated without the approvai of the CITY. 5.2.7 To not rent dockage or storage to any individual or entity whose primary purpose is to conduct business at that location, or knowingly allow any of its customers to temporarily or permanently conduct retaii or commercial transactions within WATERGATE marina. This does not preclude slip holders from entertaining guests, nor does it prohibit slip holders from conducting personal business or work related to their employment while on their boat. 6.2.8 To conform to Ciry, State and Federal safety, health, accessibility and environmentai laws and to cooperate with the appropriate agencies to achieve such objectives. 6.2.9 To comply with State and Federal and Loca1 laws and regulations prohibiting discrimination. 6.2.10 That it sha11 not, in violation of any applicable federal, stata or local laws or regulations, pollute any air, soil or ground waters, or discharge or release any Hazazdous Wastes, in, into, on, over or ad}acent to WATERGATE marina or the Mississippi River, and that it shall take reasonable steps to prevent all customers, guests, transient boaters and other users of the marina from doing so. Any such discharge or pollution by ALLIED, or failure to take reasonabie steps to prevent such customer discharge or pollution, which is in violation of any such applicable laws or regulations, shall be a breach of this AGREEMENT. ALLIED shall also comply with all applicable federal, state and loaal laws and regulations, including City ordinances, relating to the control, handling, discharge or release of said Hazardous Wastes, and failure so to do shall be a breach of this AGREEMENT. Tn addition, ALLIED shail be obligated to use the Minnesota Pollution Control Agency Fact Sheet #4.24 "Managing Marina Waste", published April 8, 1996, as a general guideline for its operations and shall work with its membership and slipholders to achieve compliance with the �uidelines in said Fact Sheet. 6.211 Hazardous Wastes, for the purpose of paragraph 6.2.10 above, shall be and include all dangerous, toxic or hazardous contaminants, polhrtants, chemical wastes or substances as defined in applicable federal, state or Ioca1 laws or regulations, as those may be amended from time to time. 7 ot- 6.2.12 To ailow WATERCTATE customers with accounts in good standing to retain their dock positions. In the event that a waiting Iist for any slip, storage or launch contract exists during the term of this AGREEMENT, residents of St. Paul will receive priority when vacancies become available. 6.2.13 To provide no services, including dockage, to any customers with outstanding marina balances due to the CITY, until such balances are confirmed by the CITY as paid in full. 6.2.14 To maintain the following existing ancVor future systems and equipment serving WATERGATE's facilities and docks as necessary for use as determined by ALLIED: electrical, phone, computer, security, plumbing, and HVAC. 6.3 The CTTY specifically covenants and agrees: 63.1 To aliow ALLIED to provide a minimum of 138 and a maximum of 199 slips, subject to the ability to acquire necessary permits. 63.2 To cut the grass and maintain the pazk areas adjacent to WAT`ERGAT'E mazina. Tree maintenance and removal throughout the WATERGATE property will remain the responsibility of the CITY. 633 To provide that electrical, telephone, water, and septic service are available on the WATERGATE mazina property. ALLIED is responsible for payment of all related bi11s based on its usage and consumption of said utilities for the duration of this AGREEMENT. 6.3.3.1 As it relates to electrical servica, the CITY will maintain electric service up to the distribution panel at the building, and also specif cally fi•om the overhead feeds to the d'asconnect points at the docks. 6.33.2 As it relates to water service, the CITY wi11 maintain and service the weli, filtering system, and feeds from the building to the docks. 6.3.3.3 As it relates to septic, the CITY will maintain the availability of a functioning system or adequate alternative. ALLIED is responsible to pay for any "pump-outs" of the septic system or future holding tank. 63.4 To maintain the appropriate permits for the location and operation of a marina at the WATERGATE property that may be required by law and to transfer aIl appropriate rights to said permits to ALLIED for the term of this AGREEMENT. The CITY shali provide copies of all such permiYs to the ALLIED. 0�.�9 63.5 To provide ALLIED with the use of existing WATERGATE marina equipment, in "as is" condition. ARTICLE VII CAPITAL INVESTM�;NT 7.1 During the first five years of this AGREEMENT, ALLIED wili invest a minimum of $400,000 for the refloating, replacement, reconfiguration, and addition of slips and docks. All docks will be considered permanent improvements to the mazina premises and the property of the CITY following the expiration of this agreement. A minimum of $150,000 will be invested in the first t��o years of the agreement. 7.11 ALLIED may collateralize the improvements to the docks as referenced in 7.1 in order to acquire financing, provided that all of the conditions in articles 7.1.2 and 7.1.3 aze met. Docks may not be collateralized for any financing purpose other than initiating dock improvements. 7.1.2 In the event that the AGREEMENT is terminated by the CITY due to an uncured breach by ALLIED in the manner described in Articie XI, the CITY will have the right to assume debt service payments for the dock systems. This obligates the CITY in no manner, either implied or explicitly, to assume debt service in such an event. 7.1.3 ALLIED may not finance dock improvements referenced in 7.1 for any period extending beyond the initial term of this AGREEMENT (1.1) ar any extended term as described in 1.2 that has been agreed to. ALLIED must structure payments in equal annuai atnounts, with no back loading or balloon payments. 7.1.4 In the event that the AGREEMENT is terminated by ALLIED due to an ui�cured breach by ClTY in the manner described in Article XT, the CITY will be required to assume debt service payments for the dock systems. 7.2 During the first two years of this AGREEMENT, ALLIED wi11 invest a minimum of $ i �,000 and up to $20,000 to repair the boat ramp, considered a permanent improvement to the marina premises and the property of the CITY. This investment is separate and in addition to other investments referenced in this AGREEMENT. 7.2.1 ALLIED wili receive a credit, applied against payments due to the CITY as govemed by Article 4 of this AGREEMENT, for monies it spends related to ramp repairs (�.2). If such credits exceed actual payment due to the CITY, it may be carried forward to the next year. DI�Z'� 7.3 During the first three years of this AGREEMENT, ALLIED will invest a minimum of $10,000 for air conditioning the ofFcelship store, considered a permanent improvement to the marina premises and the property of the CITY. This investment is sepazate and in addition to other investments referenced in this AGREEMENT 7.4 During the first two yeazs of this AGREEMENT, ALLIED wili invest a minimum of $25,000 for installing a security gate to control the egress and ingress of marina customers, considered a permanent improvement to the marina premises and the property of the CITY. This investment is separate and in addition to other investments referenced in this AGREEMENT. 7.5 During the first five years of this AGREEMENT, ALLIED will investment up to $100,000 for boat hauling equipment. This investment is separate and in addition to other investments referenced in this AGREEMENT. Such items will remain the property of ALLIED. ARTTCLE VIII FLOODING/DREDGING 8.1 Both Parties acknowledge that the Marina Premises including the harbor are located in the flood plain and are susceptible to periodic flooding and related siiting. 8.2 ALLIED is responsible to maintain the harbor depth for marina activities and is responsible far any dredging expenses, including those related to flood events. 83 ALLIED will maintain an escrow account not required to exceed $60,000, dedicated for dredging expenses. Withdrawais from this account can only be made jointiy by the Parties. 831 At the beginning of each year of this AGREEMENT, ALLTED will deposit $10,000 into the account (83). Deposits will not be required in years where the balance of the account exceeds $60,000. 8.3.2 In the event that the AGREEMENT is terminated by the CITY due to an uncured breach by ALLIED in the manner described in Article XI, the full amount in the escrow account (8.3) will be payable to the CITY. 833 In the event that the AGRBEMEI`TT is terminated by ALLIED due ±o an uncured breach by the CITY in fhe manner described in Article XI, or if the term of the AGREEMENT expires, the full amount in the eacrow account (8.3) will be payable to ALLIED. 10 el-�9 ARTICLEIX INSURANCE 9.1 ALLIED hereby agrees to defend, indemnify and hold the CITY and any of its officers, agents and employees l�amlless from any claims, damages, or causes of action arising from the use and operations of Marina Premises by ALLIED, its agents, officers, or employees. ALLIED shall provide at its own cost and expense, liability insurance namin2 the CITY as an additional insured thereon. Insurance shall cover injury to persons ar property in an amount not less than the limits of the CITY's liabiliry as set forth in Minn. Siat. §466.01 et seq (cunently $300,Q00 individual, $1,000,000 aggregate). ALLIED sha11 also provide a Marina Operators Legal Liability Policy with limits not less than $300,000 for one occurrence and $1,000,000 aggregate. ALLIED shall provide evidence of such coverage Co the CITY upon execution of the agreement. Nothing in this provision shall be construed in any manner as a waiver by the CITY of its statutory limits of liability, immunities or exceptions. ALLIED shall be obligated to maintain such coverage in full force and effect at all times that this Lease Agreement is in effect, and failure to do so shall be a breach thereof. 9.2 ALLIED shall supply to CITY a current insurance certificate for the policies required in Section 9. Further, ALLIED's Insurance Agent shali provide to the City evidence of the Insurance Agents's ERRORS and OMISSIONS Insurance Policy. 43 The limits cited under the insurance requirement above establish minimums; and it is the sole responsibility of ALLIED to ptuchase and maintain additional ansurance that may be necessary in relation to this agreement. 9.4 ALLIED shall piace the instu�ance with responsible insurance companies authorized and licensed to do business in the State of Minnesota and approved by City, and shall deliver copies of the policies to City on the date of this AGRBEMENT. The po3icies required in Section 9 sha11 be endorsed to indicate that the instuer cannot cancel or change the insurance without first giving the City 30 days rvritten notice. 9.5 If, for any reason, any of the insurance hereunder is void, ALLIED is responsible to the CITY for the total amotimt of uninsured loss. ARTICLE X ADMINISTRATION 10.1 For the purpose of the administrarion of this Lease Agreement, the CITY's representative shall be the Directar of Parks and Recreation and the ALLIED's representative shall be its president. I1 o � -�9 ARTICLE XI DEFAULTlREMEDY 11.1 This AGREEMENT may be terminated at any time by mutual assent of the Parties. 11.2 In the event that either party fails to perform any of the terms or conditions of this AGREEMENT, or violates any term or condition thereof, such failure or violation sha11 be a breach of the said AGREEME2�3T. In the event of such a breach, the other party may give written notice of the breach to the party in breach. If the breach has not been cured or remedied within thirty (30) days following the giving of such written notice, the other party may terminate this AGREEMENT in its entirety. 11.3 In the event any provision contained in this AGREEMENT should be breached by either party and said breach thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 11.4 That neither Party will make any claim and waives any right against the other Party on account of any loss or damage caused by acts of God, such as fire, water, windstorm, freezing, or other acts such as war or civil unrest which affect the leasehold property in connection with its operation under this AGREEMENT. 1 LS No remedy herein conferred upon or reserved to either party imder this AGREEMENT is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now ar hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any right or power or shall be construed to be a waiver thezeof, but any such right and power may be exercised from time to time and as often as map be deemed expedient. 11.6 This AGREEMENT shall be construed under the laws of the State of Minnesota; and if any provision or portion thereof, or the application thereoPto any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT shall not be affected thereby, and each provision of this AGREEMENT shall be valid and enforceable to the fullest extent provided by law. 11.7 ALLIED shall post a performance bond in the amount equal to the difference between $6Q,OQ0, and the account balance in the escro�v accotmt (83}, in order to guarantee the management, performance of managen�ent and operations at WATERGATE . The bond will be forfeited to the CITY in the event that ALLIED is found in an uncured breach of fliis AGREEMENT as defined in article XI. 12 b\- 31 ARTICLE XII NOTTCES 12.1 Any notice, statements, bills or communications provided for herein shall be deemed su�ciently given or rendered if in writing and either delivered to the other Party personally or sent by certified mail address to the other return-receipt postage prepaid as follows: AS TO CITY - Director of Parks and Recreation City of Saint Paul 300 City Hall Annex 25 W. 4"` Street Saint Paul, NIN 55102 AS TO ALLIED - Luke Michaud, President Allied Management Company 1910 Mahtomedi Avenue Mahtomedi, MN SS ll 5 or such other subsequent address as the respective Parties shall designate in writing. The time of giving such notice or communication shall be deemed to be the time when the same is actually delivered to the other Parry. ARTICLE XIII MISCELLANEOUS 13.1 �tions and Headin�. The captions and headings used herein are intended only for the convenience of the reference and are not to be used in construing this AGREEMENT. 13.2. Entire A¢reement. Tl�is AGREEMENT constitutes the full and complete agreement between the Parties hereto and there are no other terms, obligations, covenants, representations, warranties or conditions other than contained herein. 133 Fair Dealin�. Each ofthe parties agrees to exercise good faith and fair deafing with the other in its respective exercise and performance of its rights and obligations under this AGREEMENT. Whenever the CITY's discretion, consent or approval is herein provided or required, it shall not be unreasonably exercised, withheld or delayed. 13.4 Classificafion of Propertv. Parties hereto acknowledge that, pursuant to Minn. Stat. §471.191, subd. 4, this AGREEMENT is not a lease of the property and that the property will remain exempt from taxation. If at any time during the initial term of the AGREEMENT, ar any renewai terms thereof, the property becomes subject to taxation as a result of any activiry engaged in on the property by ALLIED, regardless of whether the activity was permitted by the CITY, payment of the resulting taYes on the property shall be the sole responsibility of ALLIED. 13 o �-�9 IN WITNESS FiEREOF, the Parties have caused this AGREEMENT to be executed and delivered in duplicate as of the date appearing on page ane hereof. APPROVED AS TO FQRM: City Attorney ALLIED MANAGEMENT Luke Michaud, President CITY OF SAINT PAUL: Mayor, City of Saint Paul Director of Pazks and Recreation Financial Servaces Director KEl�'7 �CllYlel't, SeCYet3P}�1TTEaSl11'EY G:�SP1WPWgreemnts�A}lied Management longderm.wpd 14