01-39Council File # ���3t
Green Sheet # l0 ra � 58'
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
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Presented By
Re£erred to
Committee: Date
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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:
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Requested by:
Division of Parks and Recreation
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`.,: ,� �, . ��... .
Form Approved by City Attorney
BY: � -,.�e�
Approved y Mayor for Submission to
Counci
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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)
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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
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
�"
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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
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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
�"
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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