02-129� �. � ' - 1
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Presented By
Referred to
Committee: Date
1 WFIEREAS, the Division of Pazks and Recreation has had a contract with Black Beaz Crossings On The
2 Lake far the management of the Como Lakeside Pavilion since Aprii 13, 2000 pursuant to authorization by the
3 City Council under Council File #00-298; and
4 WFIEREAS, Black Bear Crossings On The Lake has znanaged the Como Lakeside Pavilion since April
5 13, 2000; and
6 WF�REAS, the Division of Parks and Recreation desires to enter into an updated Agreement with
7 Black Bear Crossings On The Lake, to remove obsolete Agreement language and to recognize unprovements
8 rnade to the facility by Black Beaz Crossings On The Lake; and
9 WHEREAS, the proposed updated contract does not extend the term of the Apri113, 2000 management
10 agreement, and
11 WI�REAS, Section 85.13(a) pernuts the Council by resolution to waive one or more of the
12 requirements of the Chapter; and
13 WfIEREAS, no C`ity employee or employees have performed any of the functions to be contracted out in
14 the last year at ttris site, and no City employees will be laid off, reduced in hours, benefits or pay, demoted or
15 trausferred involuntarily as a result of this Agreement; now, therefore, be it
16 RESOLVED, that the Division of Pazks and Recreation is authorized to enter into the attached
17 Agreement with Black Bear Crossings On The Iake for the management and operation of the Como Lakeside
L 8 Pavilion, notwithstanding the requirements of Saint Paul Legislative Code Chapter 85.
Reques ed by Department of:
Park and Rec�eation
� (! f/�%
Form Approved by City
Adopted by Council: Date �� �00'� `
/
Adoption Certified by Council Secretary By: `'�"
m
Council File # y� & q
Green sheet # I�CaR��
RESOLUTION
CITY�F SAINT PAUL, MINNESOTA ��
for
... . �.� ..__ -3` ' ��L-t
� �
�EPARTMENi/OPFICE/COUNCIL
Parks and Recreatioh
DA7E INRIATED
February 11,
zoo2
C�MACT PERSON AND PHONE
Mike Hahm - 266-644�3
�
UMBER FOR
MU5f BE QY CIX1NCIl AGENOA BY (DAT� UTiNG
February 20 � 20�Z RDEFi
TOTALXOFSIGNATUREPAGES� (GLIPALLLOCATIONSWRSIGNATURE)
ACTION REOl1ESiED'
GREEN SHEET
1Nfi1PAAATE
1 oeatwn.�EHroiaECroa
Z CfIYATfORNEY
FINANCIAL SERVICES DIR,
3 r.uvoa(oRassisrarm
Authorizing the Division of Parks and Recreation to enter into an updated agreement with Black Bear Crossings for the
management and operation of the Como Lakeside Paviiion, as required by the Saint Paul Administrative Code section 86.11.
RECOMMENDATIONS. Approvs (Aj or RejeCt (R)
_PLANNWGCOMMISSION GVILSERVICECAMM15S40N
CIB WMMIi'fEE
A STAFF
DISTRICT COUNCIL
SUPPOFTS W HICH COUNQL OB.IECTIVE?
INfTIAT7NG PROBLEM, ISSUE, OPPOFNNIN (Who, What, When, Where, Why):
PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING �UESTIONS:
1 Has tMS persoMVm ever worketl under a corrtracHorthis departmeed(+
YES NO
2 Has ihis persorJfirm ever been a crty employee� �
VES NO
3. Ooes th�s P����rm P�� a sWll nat rntmally Possessetl 6y anY cwreM crty empleyee�
YES ND
F�cplan sll yes enswers on separate sheet aM ettach to green sheet.
�m� ,.��
4 cttvp
_crtv r�
rvo.1 os78s
O �. l ��
The Division of Parks and Recreation wishes to recognize improvements to the facility made by the vendor 6lack Bear
Crossings, remove obsolete language in and update the current Agreement for the management of the Como Lakeside
Pavilion.
ADVANTAGESiFAPPFOVED
The Ciry will continue to offer services at the Como Lakeside Pavilion. Services to the public inciuding: recreational rentafs,
catering services, room rentals and tood and beverage serv'tce will continue to be available through the term of the agreement.
QISADVANTAGES IF APPROVEO'
None
����;
��� � � ����
DISADVANTAGES IF NO7APPROVED.
7TALAMOUN70FTA,QNSACTION .p $12,000 - $25.000
INDINGSOURGE Black Bear Crossinqs
(CIRCLE ONE) YES NO
ACTIVITY NUMBER 23123
JANCIALINFORMA"f10N. (EXPLAIN)
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Interdepartmental Memorandum
CITY OF Sr1INT PAi3L
Febniaiy 14, 2002
To: Council President Dan Bostrom
Councilmember Jay Benanav
Councilmember Jerry Blakey
Councilmember Cluist�pher Coleman
Councihnember Patric Harris
Councilmember Kathy antry
Councihnember 7iru Reit r ��
From: Victor A. Wittgenstein J� `
Subject: Updated Management Agreement with Black Beaz Crossings for Como
Lakeside Pavilion - February 20 Council Agenda
The Division of Pazks and Recreation recommends approval of an updated agreement with
Black Bear Crossings (BBC�, which operates and manages the Como Lakeside Pavilion
on behalf of the City. Prior to contracting with a private vendor, the City lost an average
of $100,000.00 annually operating the Pavilion. The agreement with BBC allows
operation of the Pavilion with minunal financial risk to the City. The updated agreement
recognizes unprovements made to the facility by BBC, removes obsolete agreement
language, provides better access to the facility for the public and allows BBC to better
manage the facility. The updated agreement does not extend the term of the original
contract.
A Resolution authorizing City officials to enter into the contract is on the February 20`� City
Council agenda A copy of the resolution and the proposed contract have been provided as
attachments to this document. �
I have provided more detail below. Please contact me at 266-6409 or Mike Hahm at
266-6444 if you have any additional questions.
Issues
The original agreement called for BBC to make certain dollar investments in
equipment and building systems. The City wishes to recognize that BBC made and
in many cases exceeded the required investments. Article 5.2 indicates completion
of the required investments. Article 5.3 demonstrates the investrnents that
exceeded the City's expectation.
The updated Agreement better defines responsibi]ities and expectations.
a) Article 3.6 cl�es exclusive vending areas for BBC.
2002 BBC Agreement Briefing
February 14, 2002
Page two
O�� ���
b) Articie 6.1.5 better defines responsibility for and use of City equipment at
the Pavilion.
c) Arcicle 6.1.6 sets new pazameters for City use of the Pavilion.
d) Article 6.1.71 clarifies use and control of the Fromenade
e) Article 6.1.13 defines a framework for City outdoor distribution of free
food and beverage samples.
The public, including elected officials, had asked for expanded public access to the
Pavilions Promenade. L'uniting access was necessitated by assigning the City
responsibility for its caze and cleaning including daily power washing of the
Promenade deck prior to nightly concerts and plays, as well as multiple daily
cleanings of the outside Pavilion bathrooms. The updated Agreement in Article
6.3.8 allows for the City to contract with BBC's to perform this cleaning. The
cost is credited against BBC contractual payments to the City. This anangement
allows for eacpanding public access.
The new payment schedule in Article 4 is streamlined and better fits the needs of
both the vendor and the City.
Some of the originally contracted utilities included readings from site utility meters
not directly related to BBC's operation of the Pavilion. The new Agreement in
Article 6.2.15 restricts BBC's responsibility to those meters providing power to
the Pavilion.
Obsolete language in Article 1 referriug to the Pavilion's previous operator and a
previous caterer has been removed.
Background
The original Pavilion was built on the current site in 1906. The Pavilion's food and pedal
boat concessions were operated for many years for the City by Capitol City Amusements.
Capitol City Amusements ceased operating the Pavilion in 1988. In 1989, the Pavilion's
Promenade was restored and renovated. The 1906 concession building was torn down
and rebuilt with a federal grant in 1991. After an unsuccessful RFP process, the City
began self-operating the food and pedal boat concessions in 1993. By 1997, the City was
losing an average of $1OQ000.00 annuallyby self-operating, and set in motion another
RFP process. The management contract was awarded to Prom Management Group in
1998. By the end of 1999, Prom asked for and the City granted a terminauon of their
Management Agreement. As a result of another RFP, Black Bear Grossings began
management of the facility in April of 2000.
cc: Dennis Flaherty
MANAGEMENT AGRE�MENT ��'"�
Tlus AGREEMENT, effective as of 3anuary 1, 2002 by and between:
CITY OF SAINT PAUL, hereinafter called "CITY"
anct
BLACK BEAR CROSSINGS ON THE LAKE INC., l�ereinafter called "BBC",
I�ereinafterjointly called "Parties", and also individually called 'Pnrty".
WITNESSGTH:
WHEREAS, the CITY is Hte o�vner of �uhlic ��:n�k Lincl c��n�nionly knrn��n as C��mn
Regional Pm�k wl�icl� contaius tl�e Como Lakesidc P�vilion hereivaf"ter culle� "PAVILION' ; and
WHEREAS, d�e CITY desires to offer public recreatia�al services at tl�e PAVILION
including daily food seivice, banc�uets, meetiug use, caterin� and reereatioual equiproeut rentals:
uud
WHERGAS, dre C1TY believes thut such services should be provided at a minimal
tinaucial risk to the CITY; and
WHEREAS, BBC is curreudy mau�igfn� and operatinz the PAVILION vn behaif of the
CITY as gover��ed by d�e Mai�agemeut Agreemeut dutecl April 13, 2000; aucl
WHEREAS, the CITY Gvisltes to replace tlie April 13, Z000 Agreemeut v� order to
reeog�vze iu�provements tuade to tl�e PAVILION by BBC aud clarify the impact those
unprovemeuts laave l�ad on public services; aud
WHEREAS, bodi parties believe it is ni theu• mutual best u�terest to euter uito tl�e hereiu
AGREEMENT fa' tl�e provision of said seivices a[ d�e PAVTLION.
NOW, THEREFORE, ui consideration of tl�e pronuses aud mu[ual coveiiant's hereu�
contamed, it is aereed as follows:
ARTICLE I
TERM
1.1 Initial Tenn. The iuitial tenn oY diis AGREEMENT shall be for two (2) caleudar years.
For the pmposes of tl�is AGREEMENT, this Periucl of time will commeuce ou Janu�.u'y 1,
2002 anel end on Dece�uber 31, 200 �.
1.2 First Exteusion Option. BBC and the CTTY may exCend this Lease Agreement for an ��. ��,C�
additional period of two (2) pears �vltich �vill automatically renew unless BBC an�l/ar
CITY notifies tl�e otlier, iu writin_, of its inteut not to renew tl�e AGRE,EMENT at least
diree montl�s Prior to tl�e expiration of the then cun�ent term. Tl�e CITY sl�all not be
obli��ated to �eree to sucl� rene�val if BBC is in material brrach of any of the terms ancl
conditions of tl�is AGREEMENT or if thei'e has beeii a recun�in�� pattern or practice b}'
BBC of failw�e to co�u�]y �vitl� the terms and c;ondicions of saiQ AGREEMEVT �ti•l�etl�er or
not suc1� failures �cere material breaches tl�ereof or ��ere cured; provided, lio«�ever, that iu
tlie absence of such a inaterial breacli or pattei'u or pract3ce of failui'es, the CITY sl�all
appruve tl�e renewal request.
] 3 Second Fxtei?sion Onriou. By n�utu��l assei�t of the P��rties, this AGREL-u3T�1T muy hc
extcudr�l w��ici tl�c s:un� or nuninr,tlly alt�ic�l nc!�uh.uc�l tc�nus urnl euncliuuiis ior an
addition.il prrio�f ut'ti�e (5) years followine the Pirst Exteusioii (1.2).
1.4 Extensiost Terms anel Couditions Alt tern�s and conditious of' this AGREEMENT
applicabie to the Iiii�ial Tenn (1.1) shall remaiii in eFfect for any Exrenclecl Term (1.2
aud/or 1.3), except to the extent ot]�erwise ��greed by the parties in writin�.
1.5 Aareement Years, Thu[ die dates for detennining years for the AGREEMENT are as
folluws:
Yeur One: January 1, 3002 - Dccembcr il, 2002
Yeur Two: Janunry (, 2�03 - December 31, 2003
For any years subseyueut to year [�vo, the AGREEMENT ��ear sl�all be 7auuary 1 tl�rou��lt
Deceu�ber 31 of tl�at year.
1.6 Rescission of Previous Agreement. Tl�e Mauagemei�t Agreemeut between BBC aua tl�e
CITY dnted April 13, 2000 is heceby resciude�, eFfecti��e upu�i the sig�iing clate ofi this ne���
Mauagement Agreemetit . All claitns tirisin�� un�ler sucl� 2000 A�_>reemeut are l�ereby
extinguishecl as bet�veen tl�e parties herein upoi� tlie sigiun�� �Iate of this AGREEMENT.
ARTICLE II
PAVILION MANAGEMENT AGREEMENT DEFTNED
2. i All otl�er park lailds auQ facilities other tl�an those specifically defu�ed 'ui t]ie
AGREEMENT as are uut go��erned in any wa��, implied or otherwise, hy this
AGREEMENT and re�uain under tl�e sole coiih�ol aud jw�is�ictiuti of the CITY.
2.2 Tltis AGREEMENT grauts BBC the right to oPerate a��d numage the PAVIL[Oi�' wtder
the tenns auS con�ti�ions uutlined herein.
6.1.4 Tliis AGREEMENT does not exeivpt BBC or PAVILI0�3 customers fi'om pait� 4�' ��'9
i�les and regulations, except as n�ay be Providecl elsewhere in tl�is AGREEMENT
6.1.5 Tl�at BBC sl�all l�ave full use of the CITY equipmeut and materials cun�ently at die
PAVILION. T�at both parties undeistand tl�at such use of equipntent and
ma[erials is ni its cun�eut condition or on an "as is" basis. BBC may make repairs
to such equipment and materials as to allow for its use. Tlus inay include
replacement of all equipment used by BBC (i.e. stoves, dish�vasher, fi'eezer,
coolers, and reh�igerntion) aud seasonal repau's to pedal boats and canoes. When
pedal bo�its aud canoes are iii building storage, they �re uuder tl�e cai'e aud custocly
of [he CITY. Further, SBC shalL be responsible for the repair and replaceme�it of
<ill t�.hles, chairs, carts, etc. At the ex��iratiun of this AGRFENII:NT, CCTY
eyuipitient aud materials �vill remain [he prop�rty of thc C1TY, re�ui�nccl by 13BC
alio�ving for nornial �vear and tear reluted to its use.
6.1.6 BBC sl��ill mai�itfii�i exclusive rigl�t to tl�e PAVILION for Yood and beverage
catering. Nothing, l�owever, precludes the CITY frum usii�g the PAVILION for
shonsored functions providing diey do not contlict with otlier schedulecf bnnyuets
or events. The CITY will utilize the services of BBC when CfTY s�unsorr�l
eveuts involve fooQ and beverage service and will pay BBC for auy sucli food und
beverage provided. In all ittstances where the CITY wisltes to use tlie PAVILION
for tueetiugs, receptio�tis, e[c., it �vill coiytact BBC aUead of time to iitsure that tlie
clesired areas of the PAVILION are avai{able. The CITY shall be a{lo�ve�l 8 uses
of the PAVILION's tl�irQ tloor each year at no charge, after which the CITY sl�ali
pay the cin rate for rental of said desu•ed areas. Said uses are to be reyuested
iu writiug by tl�e Divisiou of Parks and Recreation. At uo time shall tl�e CITY
reyuest or cause tl�e cai�cellatiou of a rental alieady bookecl by BBC. Tl�e City
may at auy time reserve oue of the PAVILION's commuiuty meetn�� rooms at no
cl�arge, provided tl�ey Ilave not previously been sche�tule�l.
61.6.1 For certaui events scheclu]ed by tl�e CITY otl�er tl�nu pl�ys and
concerts, wluch use the PAVILION proi��enade, BBC sl�ail for au
agreed to fee paid by the user, waive its exclusive food avd
beverage riglit for said event. The CITY shall clean die promenade
af'ter said events, ui a matuier tuiiely euou�l� to allo�v for the next
scheduled usage.
6.1.7 BSC sl�afl l�ave tl�e fitll use of all of the areas of PAVILION �vith the Yollowu�g
exceptioiis:
�
6.1.7.1 Promeuade area may b� used aily at tl�ose times when the CITY has no 0�.-1 �
concerts aud/or plays scl�eduled. CITY will notify BSC of its Promenade
schedule by uo later thau Februmy 1" of each cautract year, after which
time BBC tnay schedule vacant dates. The Prouteuade remains Lmder
CITY control except f'or priva[e uses con[racted through BBC. �Vlten
BBC opens tl�e Promenade gaces for pub]ic use at tl�e request of die City
b�rt does uot ha�•e a private e��euc coi�hacted, the Promenade shall be uuder
tl�e jurisdiction of tl�e Ciry.
6.1.7.2 VJhen tLi� promenade is under CITY coutrul for concerts undlor Plays
or public use, patrons sl�all be allowed to bring into t{ie Promeiiade,
siii�rle servin��s oP fi�od or be��era�*r. The CITY will �v��rk with BBC tu
s�uP coolcrs con[aiuiue uwltq�le: sei vin��s ut bcveragc ui inuluplc
servin�� b.i�s or coutaiuc:rs of fi�od frou� bein�� broueht iu. BBC ret.�in1
the right of exdusive sales uf fuocl and bcverage on tl�c �re�uises duriii��
diese eveuts.
6.1.7.3 Downstuirs wanniug room area, south of the concession staud fi'om
mid-Decemher to mid-Februa�y e�ich year �el�en it may be used for
skatine.
6.1.7.4 Storage areas �reseutly used by the CITY for the storage of Parks �ind
Recreution eyuipiuent auel theah'ical supplies, eqi�ipmcnt, �rops and
costutnes. Such equipuieut wiil remuiu uncler the sole care, couh�ol and
custocly of die CITY.
6.1.7.5 BBC ulay use Che lowec level coucessiott �atio area for events, but its
use may uot unpeQe pedes[rian circulatio�i on the �valkiug pat(1 or
access to the fishing dock.
6.1.8 In the event of uiclemeut �veather, BBC may close Qo�wn d�e PAVILION aud
remani closed uutil favorable weatl�er conditions PrevaiS, with uotiticatiuu of ti�e
Director of Parks and Recreation or l�is designee. Tl�e CITY reserves the ri�ht to
requue that BBC stay opeu or re-open.
6.1.9 BBC may sell non-food, souveiw� type items at the PAVILI01�3. Sales made under
tlris provision shall not be subject to commissioii, per d�e provisirnis of Articles 43
and A.4. Tl�e City has tlae rigl�t of approval of sueh items upon notitication by
BBC. Such approval �vill noC be unreasonably witl�lield.
6.1.10 BBC sl�all be allowed to iise tl�e CITY's Liquor Liceiise for tl�e PAVILION as is
pennitted by resolution by the St. Pai�l City Council. Sales of alcol�ol on the first
floor is lu»ited to beer aud wuie. BBC sl�all upon beu�g urvoiced by die CITY,
rennburse the CITY for [he cost of said license.
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7.13 �Vorker's Compensation and Emplo}�er's Liability
��orket's Compensation per Mnmesota Statutes
Employer's Liability sl�all have minunum lunits of $�00,000 per accident; ��00,000
per employee; ��00,000 per disease policy litnit.
7.1.4 Liyuor Liability Insurance
�1,000,000 ag�_=re<=ate
Co��erage sl�aIl include: Bodily Injwy, Property Da�nage, and Loss of Means of
Support.
7.2 BBC shall provide evidence of such co��erage to the CITY upon executioi� of tlie agreemeut.
iVuthire i�t tltis provision sl?a11 be construe�I in any ma�nner as a waicer hy tlte CITY oF its
statutory hmits uf �iability, �nuuunihcs or exceptions. Bf�C shull be obl�g��t�d to mtun[ain
such coveraee iu full force and effect a[ all times that this AGREEMENT is in effect, and
Failure ro�lo so shall be a breach the�eof.
7.3 BBC shall supply ro CITY u current insurance certiticate for the policies requirect in Article 7.
7.4 The limits cited under the insurtu�ce reyuirement above estabtish tniuinmms; and it is the sole
responsibility of BBC to pw�chase und maintain adclitio��al iusurance that may be necess.uy
in re]atiou to this aereement.
7.5 BBC shall placc tl�c insurance witli rrsPonsible insurance compunies authorize�l ancl licensed
to do business in the State of Minuesota, and shall deliver copies of the policies ro CITY on
tl�e date of diis AGREEMENT. The policies required iu Article 7 slml] be euelorsed to
iudicate that tlie iusurer cauuot caucel or cl�ange tlie ittsurattce �vitttout fus[ giviiig tl�e CITY
30 dnys writteu notice.
7.6 If, for any reason, auy of tl�e ius�n'ance hereunder is voiJ, BBC is responsib]e to tl�e CITX
for tlie total mnount of auy unnisured loss.
7.7 BBC shall defend, uidemnify aud I�old l�armless the CITY, its ofticers, ageuts, employees
from and a�au�st every demaud, clnuu, cause of actiou, jud�nemeut aud expense, and all odier
losses and damnees m�isin�� fi�om a�iy injury or d�imaoe to tl�e persou or property of BBC, or
to any otl�er person ri�*h[h�lly on the prenuses, wl�ere tl�e u�jury or damage is caused by t1�e
negligence or miscouduct of BBC, its agents, or employees, or resalts from tl�e violatio�i by
BBC or any of its agents or employees of laws or ord'uiauces or of the provisions of diis
agreement.
7.8 The C1TY shatt defe�id, iudemnify atid hold ham�less BBC, its ofticers, agents, eulployees
from auei against e�ery demand, claim, cause of actiou, judgemeut and expense, to auy
persun rightfully on the premises, where dre u�j�u'y or datuage is caused by the ne��ligence or
mi of tl�e CITY, its ageuts, or employees. Notlung in tUis provision shall constitu�e
a waiver by the CITY of auy stahirory or other iuunuiuty or limitatiuns ou liability.
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ARTICLE VIII
ADMINISTRATION
3.1 For the putpose of the admiiiistration oY diis Management Aereement, tl�e CITY's
represevtati��e shall be the Director of Parks and Recreatiou and tl�e BBC `s represett[a[ive sltall
be its Pr�sident.
ARTICLE IX
DEFAULT/REMEDY
9.1 Tliis AGREEMENT may be tenninated at aii}� time by mutual asseut of the Parties.
92 Limite�l llamaee �o YAVILION. If all ur part of d�e PAVILION is ren�Iere�t unteuantt�ble
by d.unage fi�om fire or odier casualty wliicl� iu die reasonable opinion of an arcliitect
selecteil by the C1"CY aud aPproved by BBC, cun be substantially rcpaire� uncler.�pplicablc
la�vs ancl goverm»ent.il regul:itions wid�in 120 �lays fi'um the d.ue of such casu�ilry
(employing nurmal contitructiat methods without o�•ertime or other premiuiu) the CITY
sl�all forthwitl� .�t its o�vn expense, re�air such dumage ather thau Jamage to improvemeuts
sucl� as furniture, chattels or h�acle tie[ures o�vne�l by BBC, �vliicl� shall be repaired Yorth�vith
by BBC at its owu exPense.
9.3 Major Dmu.�ge To Con�o Lakeside Pavilion. If:ill or a substantial part of tl�e PAVILION is
rendered uutenable by �lutu:�ge Goni tire or otl�er casualty to such u�n.�teriul extent thut iu
tl�e reasonable opiiuou of an architect ucceptable to die CITY and BaC, the PAVILION
ca�mot be substantially repaired wtcter applicable laws ancl goventuientul regulatioi�s witl�ut
120 days from the itute of such casuulty (employin� normal coustructiou metl�ads without
overtime or other pretniu�ii), tl�en Che CITY muy elect to tei7niutite this agreemeut as of tl�e
date of sucl� casunlry by wri[tev votice delivered to BBC not more than sixry (60) days after
tl�e dute of a�ch casualty. The CITY at its optiou may at its own expense repau' such
datnage otl�er tl�ati d•amage ro property owued by BBC, which sl�all be repa'ued by BBC at
its owu expeuse. BBC sl�all l�ave tl�e tiist right to operate tlie facility ui accordauce witl� tl�e
tenns of tlus agreement upou the CITX's completiou of recoustructiou.
9.4 Upon dai7ia`*e to tl�e PAVILION, the fees payable by BBC to the City aud all otlier
paymeuts to be made by BBC l�ereuuder shall abate as of the date of tl�e occun'euce. Iu tUe
case of dmnage wlvcli does �tot render tl�e eutu'e PAVILION unteuable, the above payments
sl�all be equitably apportioned.
9.5 In tl�e event tl�at either party Yhils to pei any of tl�e tem�s or conditions of this
AGREEMENT, or violates niiy temi or condi[ion dier'eof, such failure or violatiou sl�ull be a
breacli o£ tlie said AGREEMENT. In tl�e event of such n breacl�, die other party may give
written notice of tl�e breach to the party ni breacli. If die breach has not been cured or
remeQied ���itliiit diirty (30) days followii�g tlie giving of sucl� writteu riotice, the otl�er party
tnay termiiiate tl�is AGItEEMENT in its entirety.
13
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9.6 In tlie event auy provision co�itaiued in tl�is AGREEMENT should be breaciied by eitl�er
pmty and said breach thereafter waived by tl�e otlier party, such �vaiver shall be linvted to
tlie particular breach so waived and shall not be deemed to waive any odier breach
hereunder.
9J Tltat neidler Party will make any claiin and waives any riRht agaulst the otl�er Pmty on
account of any loss or dama«e caused by ncts of God, suclt as tire, water, wiudstonn,
floods, freezing, or otUer acts such as �var or civil um'est which affect dte leaseUold properry
in co�mection witli its operation under this AGREEMENT.
9.8 No remedy herein coi�f�en�ed upon or rese�ved to either party under this AGItEEMENT is
inieuded to l�e esclusive of any other available rcmedy or remedies, hut each and e��eiy such
reiuecly shall be cumulative au�i shall bc in aclQi�ion [o every o�her remedy givcn uu�lcr dus
Agreement or now or l�ereafter existu�g at law or ui eyuity or by s[atute. No deluy or
omissiun to exercise any right or power accruing upott any default shall impoir any righ[ or
power or shall be coustrued to be a waiver tl�ereof, but any such right uucl ��ower may be
exercised from time to time and as often us muy be deemecl expe�lient.
9.9 Tl�is AGREEMENT shall be construed uncler the laws of the State of Minnesota; ancl if any
provision or portiai tl�ereof, or the aPplication tl�ereof to any person or circumstauces shall,
to auy extent, be invalid or unenforceable, tl�e remainder oP []�is AGREEMENT shall not be
affected thereby, an�l eadi provision of this AGREEMENT shal] be valiel and ettforceable to
[l�e fiillest exteut proviileQ by ]aw.
ARTICLE X
NOTICES
10.1 Any notice, statements, bills or commuiricatious provided for hereiu sl�all be deemed
sufticiently giveu or rendered if in writu�g aud either delivered to tl�e otl�er Pm�ty personutly
or seut by certitied mail adclress [o the od�er retuni-receipt postage prepaiei as follo�vs:
AS TO CITY -, Du'ector of Pnrks and Recreation
City of Sauit Paul
300 City Hall ,Simex
2� W. 4 Street
Sauit Paul, MN 55102
AS TO BBC - David Glass, President
Black Bear Crossiugs
831 Coino Ave.
St. Paul, MN 55108
or sucl� other subseyueut address as the respective Purties shall desiguate ui �vritu��. The
time of giving such notice or connnwvcatiou sl�all be deemed to be tl�e tuue �vhen the sauie
is actually deli�ered to the other Party.
14
ARTICLE XI
MISCELLANEOUS
11.1 C�a tions and Headine. The captions and headutgs used hereut are intendecl oiily for tlle
conveiuence of dle reference and are not to be used 'ui construu�2 tlus AGREEMENT.
11.2. Entu�e Aereement. Tlus AGREEMENT constitutes the full and complete aereement
between the Parties hereto and diere are no other tenns, oblieatious, covenauts,
represeutations, wan�auties or conditions otl�er t1�au contained herein.
IN WITt�IESS F�REOF, d�e Parties have caiued Yhis AGRELMFNT to he executed and
delivered 'ui �uplicate as of thc clate ap�eariiig oii �aee oiie hereoF.
APPROVED AS TO FORM: CITY OF SAINT PAUL:
C/ .2`/J l� cY� f�i' � I�
City Att ney 1V�i or, City of Saint Paul ��
� �
BLACK BEAR,EG2�SSl�VGS ON THE LAKE Direct�o.f P:�•ks and
David GlasslPresici'eut Fu�ancial Services
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Attachment 1
���
Black Bear Crossings
Exclusive Vending Rights
Area - Como Park Lakeside
Pavilion
� �. � ' - 1
.�. . . . md . . ; i ` . ,.,�
�
Presented By
Referred to
Committee: Date
1 WFIEREAS, the Division of Pazks and Recreation has had a contract with Black Beaz Crossings On The
2 Lake far the management of the Como Lakeside Pavilion since Aprii 13, 2000 pursuant to authorization by the
3 City Council under Council File #00-298; and
4 WFIEREAS, Black Bear Crossings On The Lake has znanaged the Como Lakeside Pavilion since April
5 13, 2000; and
6 WF�REAS, the Division of Parks and Recreation desires to enter into an updated Agreement with
7 Black Bear Crossings On The Lake, to remove obsolete Agreement language and to recognize unprovements
8 rnade to the facility by Black Beaz Crossings On The Lake; and
9 WHEREAS, the proposed updated contract does not extend the term of the Apri113, 2000 management
10 agreement, and
11 WI�REAS, Section 85.13(a) pernuts the Council by resolution to waive one or more of the
12 requirements of the Chapter; and
13 WfIEREAS, no C`ity employee or employees have performed any of the functions to be contracted out in
14 the last year at ttris site, and no City employees will be laid off, reduced in hours, benefits or pay, demoted or
15 trausferred involuntarily as a result of this Agreement; now, therefore, be it
16 RESOLVED, that the Division of Pazks and Recreation is authorized to enter into the attached
17 Agreement with Black Bear Crossings On The Iake for the management and operation of the Como Lakeside
L 8 Pavilion, notwithstanding the requirements of Saint Paul Legislative Code Chapter 85.
Reques ed by Department of:
Park and Rec�eation
� (! f/�%
Form Approved by City
Adopted by Council: Date �� �00'� `
/
Adoption Certified by Council Secretary By: `'�"
m
Council File # y� & q
Green sheet # I�CaR��
RESOLUTION
CITY�F SAINT PAUL, MINNESOTA ��
for
... . �.� ..__ -3` ' ��L-t
� �
�EPARTMENi/OPFICE/COUNCIL
Parks and Recreatioh
DA7E INRIATED
February 11,
zoo2
C�MACT PERSON AND PHONE
Mike Hahm - 266-644�3
�
UMBER FOR
MU5f BE QY CIX1NCIl AGENOA BY (DAT� UTiNG
February 20 � 20�Z RDEFi
TOTALXOFSIGNATUREPAGES� (GLIPALLLOCATIONSWRSIGNATURE)
ACTION REOl1ESiED'
GREEN SHEET
1Nfi1PAAATE
1 oeatwn.�EHroiaECroa
Z CfIYATfORNEY
FINANCIAL SERVICES DIR,
3 r.uvoa(oRassisrarm
Authorizing the Division of Parks and Recreation to enter into an updated agreement with Black Bear Crossings for the
management and operation of the Como Lakeside Paviiion, as required by the Saint Paul Administrative Code section 86.11.
RECOMMENDATIONS. Approvs (Aj or RejeCt (R)
_PLANNWGCOMMISSION GVILSERVICECAMM15S40N
CIB WMMIi'fEE
A STAFF
DISTRICT COUNCIL
SUPPOFTS W HICH COUNQL OB.IECTIVE?
INfTIAT7NG PROBLEM, ISSUE, OPPOFNNIN (Who, What, When, Where, Why):
PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING �UESTIONS:
1 Has tMS persoMVm ever worketl under a corrtracHorthis departmeed(+
YES NO
2 Has ihis persorJfirm ever been a crty employee� �
VES NO
3. Ooes th�s P����rm P�� a sWll nat rntmally Possessetl 6y anY cwreM crty empleyee�
YES ND
F�cplan sll yes enswers on separate sheet aM ettach to green sheet.
�m� ,.��
4 cttvp
_crtv r�
rvo.1 os78s
O �. l ��
The Division of Parks and Recreation wishes to recognize improvements to the facility made by the vendor 6lack Bear
Crossings, remove obsolete language in and update the current Agreement for the management of the Como Lakeside
Pavilion.
ADVANTAGESiFAPPFOVED
The Ciry will continue to offer services at the Como Lakeside Pavilion. Services to the public inciuding: recreational rentafs,
catering services, room rentals and tood and beverage serv'tce will continue to be available through the term of the agreement.
QISADVANTAGES IF APPROVEO'
None
����;
��� � � ����
DISADVANTAGES IF NO7APPROVED.
7TALAMOUN70FTA,QNSACTION .p $12,000 - $25.000
INDINGSOURGE Black Bear Crossinqs
(CIRCLE ONE) YES NO
ACTIVITY NUMBER 23123
JANCIALINFORMA"f10N. (EXPLAIN)
oa-��9
Interdepartmental Memorandum
CITY OF Sr1INT PAi3L
Febniaiy 14, 2002
To: Council President Dan Bostrom
Councilmember Jay Benanav
Councilmember Jerry Blakey
Councilmember Cluist�pher Coleman
Councihnember Patric Harris
Councilmember Kathy antry
Councihnember 7iru Reit r ��
From: Victor A. Wittgenstein J� `
Subject: Updated Management Agreement with Black Beaz Crossings for Como
Lakeside Pavilion - February 20 Council Agenda
The Division of Pazks and Recreation recommends approval of an updated agreement with
Black Bear Crossings (BBC�, which operates and manages the Como Lakeside Pavilion
on behalf of the City. Prior to contracting with a private vendor, the City lost an average
of $100,000.00 annually operating the Pavilion. The agreement with BBC allows
operation of the Pavilion with minunal financial risk to the City. The updated agreement
recognizes unprovements made to the facility by BBC, removes obsolete agreement
language, provides better access to the facility for the public and allows BBC to better
manage the facility. The updated agreement does not extend the term of the original
contract.
A Resolution authorizing City officials to enter into the contract is on the February 20`� City
Council agenda A copy of the resolution and the proposed contract have been provided as
attachments to this document. �
I have provided more detail below. Please contact me at 266-6409 or Mike Hahm at
266-6444 if you have any additional questions.
Issues
The original agreement called for BBC to make certain dollar investments in
equipment and building systems. The City wishes to recognize that BBC made and
in many cases exceeded the required investments. Article 5.2 indicates completion
of the required investments. Article 5.3 demonstrates the investrnents that
exceeded the City's expectation.
The updated Agreement better defines responsibi]ities and expectations.
a) Article 3.6 cl�es exclusive vending areas for BBC.
2002 BBC Agreement Briefing
February 14, 2002
Page two
O�� ���
b) Articie 6.1.5 better defines responsibility for and use of City equipment at
the Pavilion.
c) Arcicle 6.1.6 sets new pazameters for City use of the Pavilion.
d) Article 6.1.71 clarifies use and control of the Fromenade
e) Article 6.1.13 defines a framework for City outdoor distribution of free
food and beverage samples.
The public, including elected officials, had asked for expanded public access to the
Pavilions Promenade. L'uniting access was necessitated by assigning the City
responsibility for its caze and cleaning including daily power washing of the
Promenade deck prior to nightly concerts and plays, as well as multiple daily
cleanings of the outside Pavilion bathrooms. The updated Agreement in Article
6.3.8 allows for the City to contract with BBC's to perform this cleaning. The
cost is credited against BBC contractual payments to the City. This anangement
allows for eacpanding public access.
The new payment schedule in Article 4 is streamlined and better fits the needs of
both the vendor and the City.
Some of the originally contracted utilities included readings from site utility meters
not directly related to BBC's operation of the Pavilion. The new Agreement in
Article 6.2.15 restricts BBC's responsibility to those meters providing power to
the Pavilion.
Obsolete language in Article 1 referriug to the Pavilion's previous operator and a
previous caterer has been removed.
Background
The original Pavilion was built on the current site in 1906. The Pavilion's food and pedal
boat concessions were operated for many years for the City by Capitol City Amusements.
Capitol City Amusements ceased operating the Pavilion in 1988. In 1989, the Pavilion's
Promenade was restored and renovated. The 1906 concession building was torn down
and rebuilt with a federal grant in 1991. After an unsuccessful RFP process, the City
began self-operating the food and pedal boat concessions in 1993. By 1997, the City was
losing an average of $1OQ000.00 annuallyby self-operating, and set in motion another
RFP process. The management contract was awarded to Prom Management Group in
1998. By the end of 1999, Prom asked for and the City granted a terminauon of their
Management Agreement. As a result of another RFP, Black Bear Grossings began
management of the facility in April of 2000.
cc: Dennis Flaherty
MANAGEMENT AGRE�MENT ��'"�
Tlus AGREEMENT, effective as of 3anuary 1, 2002 by and between:
CITY OF SAINT PAUL, hereinafter called "CITY"
anct
BLACK BEAR CROSSINGS ON THE LAKE INC., l�ereinafter called "BBC",
I�ereinafterjointly called "Parties", and also individually called 'Pnrty".
WITNESSGTH:
WHEREAS, the CITY is Hte o�vner of �uhlic ��:n�k Lincl c��n�nionly knrn��n as C��mn
Regional Pm�k wl�icl� contaius tl�e Como Lakesidc P�vilion hereivaf"ter culle� "PAVILION' ; and
WHEREAS, d�e CITY desires to offer public recreatia�al services at tl�e PAVILION
including daily food seivice, banc�uets, meetiug use, caterin� and reereatioual equiproeut rentals:
uud
WHERGAS, dre C1TY believes thut such services should be provided at a minimal
tinaucial risk to the CITY; and
WHEREAS, BBC is curreudy mau�igfn� and operatinz the PAVILION vn behaif of the
CITY as gover��ed by d�e Mai�agemeut Agreemeut dutecl April 13, 2000; aucl
WHEREAS, the CITY Gvisltes to replace tlie April 13, Z000 Agreemeut v� order to
reeog�vze iu�provements tuade to tl�e PAVILION by BBC aud clarify the impact those
unprovemeuts laave l�ad on public services; aud
WHEREAS, bodi parties believe it is ni theu• mutual best u�terest to euter uito tl�e hereiu
AGREEMENT fa' tl�e provision of said seivices a[ d�e PAVTLION.
NOW, THEREFORE, ui consideration of tl�e pronuses aud mu[ual coveiiant's hereu�
contamed, it is aereed as follows:
ARTICLE I
TERM
1.1 Initial Tenn. The iuitial tenn oY diis AGREEMENT shall be for two (2) caleudar years.
For the pmposes of tl�is AGREEMENT, this Periucl of time will commeuce ou Janu�.u'y 1,
2002 anel end on Dece�uber 31, 200 �.
1.2 First Exteusion Option. BBC and the CTTY may exCend this Lease Agreement for an ��. ��,C�
additional period of two (2) pears �vltich �vill automatically renew unless BBC an�l/ar
CITY notifies tl�e otlier, iu writin_, of its inteut not to renew tl�e AGRE,EMENT at least
diree montl�s Prior to tl�e expiration of the then cun�ent term. Tl�e CITY sl�all not be
obli��ated to �eree to sucl� rene�val if BBC is in material brrach of any of the terms ancl
conditions of tl�is AGREEMENT or if thei'e has beeii a recun�in�� pattern or practice b}'
BBC of failw�e to co�u�]y �vitl� the terms and c;ondicions of saiQ AGREEMEVT �ti•l�etl�er or
not suc1� failures �cere material breaches tl�ereof or ��ere cured; provided, lio«�ever, that iu
tlie absence of such a inaterial breacli or pattei'u or pract3ce of failui'es, the CITY sl�all
appruve tl�e renewal request.
] 3 Second Fxtei?sion Onriou. By n�utu��l assei�t of the P��rties, this AGREL-u3T�1T muy hc
extcudr�l w��ici tl�c s:un� or nuninr,tlly alt�ic�l nc!�uh.uc�l tc�nus urnl euncliuuiis ior an
addition.il prrio�f ut'ti�e (5) years followine the Pirst Exteusioii (1.2).
1.4 Extensiost Terms anel Couditions Alt tern�s and conditious of' this AGREEMENT
applicabie to the Iiii�ial Tenn (1.1) shall remaiii in eFfect for any Exrenclecl Term (1.2
aud/or 1.3), except to the extent ot]�erwise ��greed by the parties in writin�.
1.5 Aareement Years, Thu[ die dates for detennining years for the AGREEMENT are as
folluws:
Yeur One: January 1, 3002 - Dccembcr il, 2002
Yeur Two: Janunry (, 2�03 - December 31, 2003
For any years subseyueut to year [�vo, the AGREEMENT ��ear sl�all be 7auuary 1 tl�rou��lt
Deceu�ber 31 of tl�at year.
1.6 Rescission of Previous Agreement. Tl�e Mauagemei�t Agreemeut between BBC aua tl�e
CITY dnted April 13, 2000 is heceby resciude�, eFfecti��e upu�i the sig�iing clate ofi this ne���
Mauagement Agreemetit . All claitns tirisin�� un�ler sucl� 2000 A�_>reemeut are l�ereby
extinguishecl as bet�veen tl�e parties herein upoi� tlie sigiun�� �Iate of this AGREEMENT.
ARTICLE II
PAVILION MANAGEMENT AGREEMENT DEFTNED
2. i All otl�er park lailds auQ facilities other tl�an those specifically defu�ed 'ui t]ie
AGREEMENT as are uut go��erned in any wa��, implied or otherwise, hy this
AGREEMENT and re�uain under tl�e sole coiih�ol aud jw�is�ictiuti of the CITY.
2.2 Tltis AGREEMENT grauts BBC the right to oPerate a��d numage the PAVIL[Oi�' wtder
the tenns auS con�ti�ions uutlined herein.
6.1.4 Tliis AGREEMENT does not exeivpt BBC or PAVILI0�3 customers fi'om pait� 4�' ��'9
i�les and regulations, except as n�ay be Providecl elsewhere in tl�is AGREEMENT
6.1.5 Tl�at BBC sl�all l�ave full use of the CITY equipmeut and materials cun�ently at die
PAVILION. T�at both parties undeistand tl�at such use of equipntent and
ma[erials is ni its cun�eut condition or on an "as is" basis. BBC may make repairs
to such equipment and materials as to allow for its use. Tlus inay include
replacement of all equipment used by BBC (i.e. stoves, dish�vasher, fi'eezer,
coolers, and reh�igerntion) aud seasonal repau's to pedal boats and canoes. When
pedal bo�its aud canoes are iii building storage, they �re uuder tl�e cai'e aud custocly
of [he CITY. Further, SBC shalL be responsible for the repair and replaceme�it of
<ill t�.hles, chairs, carts, etc. At the ex��iratiun of this AGRFENII:NT, CCTY
eyuipitient aud materials �vill remain [he prop�rty of thc C1TY, re�ui�nccl by 13BC
alio�ving for nornial �vear and tear reluted to its use.
6.1.6 BBC sl��ill mai�itfii�i exclusive rigl�t to tl�e PAVILION for Yood and beverage
catering. Nothing, l�owever, precludes the CITY frum usii�g the PAVILION for
shonsored functions providing diey do not contlict with otlier schedulecf bnnyuets
or events. The CITY will utilize the services of BBC when CfTY s�unsorr�l
eveuts involve fooQ and beverage service and will pay BBC for auy sucli food und
beverage provided. In all ittstances where the CITY wisltes to use tlie PAVILION
for tueetiugs, receptio�tis, e[c., it �vill coiytact BBC aUead of time to iitsure that tlie
clesired areas of the PAVILION are avai{able. The CITY shall be a{lo�ve�l 8 uses
of the PAVILION's tl�irQ tloor each year at no charge, after which the CITY sl�ali
pay the cin rate for rental of said desu•ed areas. Said uses are to be reyuested
iu writiug by tl�e Divisiou of Parks and Recreation. At uo time shall tl�e CITY
reyuest or cause tl�e cai�cellatiou of a rental alieady bookecl by BBC. Tl�e City
may at auy time reserve oue of the PAVILION's commuiuty meetn�� rooms at no
cl�arge, provided tl�ey Ilave not previously been sche�tule�l.
61.6.1 For certaui events scheclu]ed by tl�e CITY otl�er tl�nu pl�ys and
concerts, wluch use the PAVILION proi��enade, BBC sl�ail for au
agreed to fee paid by the user, waive its exclusive food avd
beverage riglit for said event. The CITY shall clean die promenade
af'ter said events, ui a matuier tuiiely euou�l� to allo�v for the next
scheduled usage.
6.1.7 BSC sl�afl l�ave tl�e fitll use of all of the areas of PAVILION �vith the Yollowu�g
exceptioiis:
�
6.1.7.1 Promeuade area may b� used aily at tl�ose times when the CITY has no 0�.-1 �
concerts aud/or plays scl�eduled. CITY will notify BSC of its Promenade
schedule by uo later thau Februmy 1" of each cautract year, after which
time BBC tnay schedule vacant dates. The Prouteuade remains Lmder
CITY control except f'or priva[e uses con[racted through BBC. �Vlten
BBC opens tl�e Promenade gaces for pub]ic use at tl�e request of die City
b�rt does uot ha�•e a private e��euc coi�hacted, the Promenade shall be uuder
tl�e jurisdiction of tl�e Ciry.
6.1.7.2 VJhen tLi� promenade is under CITY coutrul for concerts undlor Plays
or public use, patrons sl�all be allowed to bring into t{ie Promeiiade,
siii�rle servin��s oP fi�od or be��era�*r. The CITY will �v��rk with BBC tu
s�uP coolcrs con[aiuiue uwltq�le: sei vin��s ut bcveragc ui inuluplc
servin�� b.i�s or coutaiuc:rs of fi�od frou� bein�� broueht iu. BBC ret.�in1
the right of exdusive sales uf fuocl and bcverage on tl�c �re�uises duriii��
diese eveuts.
6.1.7.3 Downstuirs wanniug room area, south of the concession staud fi'om
mid-Decemher to mid-Februa�y e�ich year �el�en it may be used for
skatine.
6.1.7.4 Storage areas �reseutly used by the CITY for the storage of Parks �ind
Recreution eyuipiuent auel theah'ical supplies, eqi�ipmcnt, �rops and
costutnes. Such equipuieut wiil remuiu uncler the sole care, couh�ol and
custocly of die CITY.
6.1.7.5 BBC ulay use Che lowec level coucessiott �atio area for events, but its
use may uot unpeQe pedes[rian circulatio�i on the �valkiug pat(1 or
access to the fishing dock.
6.1.8 In the event of uiclemeut �veather, BBC may close Qo�wn d�e PAVILION aud
remani closed uutil favorable weatl�er conditions PrevaiS, with uotiticatiuu of ti�e
Director of Parks and Recreation or l�is designee. Tl�e CITY reserves the ri�ht to
requue that BBC stay opeu or re-open.
6.1.9 BBC may sell non-food, souveiw� type items at the PAVILI01�3. Sales made under
tlris provision shall not be subject to commissioii, per d�e provisirnis of Articles 43
and A.4. Tl�e City has tlae rigl�t of approval of sueh items upon notitication by
BBC. Such approval �vill noC be unreasonably witl�lield.
6.1.10 BBC sl�all be allowed to iise tl�e CITY's Liquor Liceiise for tl�e PAVILION as is
pennitted by resolution by the St. Pai�l City Council. Sales of alcol�ol on the first
floor is lu»ited to beer aud wuie. BBC sl�all upon beu�g urvoiced by die CITY,
rennburse the CITY for [he cost of said license.
oa-��lq
7.13 �Vorker's Compensation and Emplo}�er's Liability
��orket's Compensation per Mnmesota Statutes
Employer's Liability sl�all have minunum lunits of $�00,000 per accident; ��00,000
per employee; ��00,000 per disease policy litnit.
7.1.4 Liyuor Liability Insurance
�1,000,000 ag�_=re<=ate
Co��erage sl�aIl include: Bodily Injwy, Property Da�nage, and Loss of Means of
Support.
7.2 BBC shall provide evidence of such co��erage to the CITY upon executioi� of tlie agreemeut.
iVuthire i�t tltis provision sl?a11 be construe�I in any ma�nner as a waicer hy tlte CITY oF its
statutory hmits uf �iability, �nuuunihcs or exceptions. Bf�C shull be obl�g��t�d to mtun[ain
such coveraee iu full force and effect a[ all times that this AGREEMENT is in effect, and
Failure ro�lo so shall be a breach the�eof.
7.3 BBC shall supply ro CITY u current insurance certiticate for the policies requirect in Article 7.
7.4 The limits cited under the insurtu�ce reyuirement above estabtish tniuinmms; and it is the sole
responsibility of BBC to pw�chase und maintain adclitio��al iusurance that may be necess.uy
in re]atiou to this aereement.
7.5 BBC shall placc tl�c insurance witli rrsPonsible insurance compunies authorize�l ancl licensed
to do business in the State of Minuesota, and shall deliver copies of the policies ro CITY on
tl�e date of diis AGREEMENT. The policies required iu Article 7 slml] be euelorsed to
iudicate that tlie iusurer cauuot caucel or cl�ange tlie ittsurattce �vitttout fus[ giviiig tl�e CITY
30 dnys writteu notice.
7.6 If, for any reason, auy of tl�e ius�n'ance hereunder is voiJ, BBC is responsib]e to tl�e CITX
for tlie total mnount of auy unnisured loss.
7.7 BBC shall defend, uidemnify aud I�old l�armless the CITY, its ofticers, ageuts, employees
from and a�au�st every demaud, clnuu, cause of actiou, jud�nemeut aud expense, and all odier
losses and damnees m�isin�� fi�om a�iy injury or d�imaoe to tl�e persou or property of BBC, or
to any otl�er person ri�*h[h�lly on the prenuses, wl�ere tl�e u�jury or damage is caused by t1�e
negligence or miscouduct of BBC, its agents, or employees, or resalts from tl�e violatio�i by
BBC or any of its agents or employees of laws or ord'uiauces or of the provisions of diis
agreement.
7.8 The C1TY shatt defe�id, iudemnify atid hold ham�less BBC, its ofticers, agents, eulployees
from auei against e�ery demand, claim, cause of actiou, judgemeut and expense, to auy
persun rightfully on the premises, where dre u�j�u'y or datuage is caused by the ne��ligence or
mi of tl�e CITY, its ageuts, or employees. Notlung in tUis provision shall constitu�e
a waiver by the CITY of auy stahirory or other iuunuiuty or limitatiuns ou liability.
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ARTICLE VIII
ADMINISTRATION
3.1 For the putpose of the admiiiistration oY diis Management Aereement, tl�e CITY's
represevtati��e shall be the Director of Parks and Recreatiou and tl�e BBC `s represett[a[ive sltall
be its Pr�sident.
ARTICLE IX
DEFAULT/REMEDY
9.1 Tliis AGREEMENT may be tenninated at aii}� time by mutual asseut of the Parties.
92 Limite�l llamaee �o YAVILION. If all ur part of d�e PAVILION is ren�Iere�t unteuantt�ble
by d.unage fi�om fire or odier casualty wliicl� iu die reasonable opinion of an arcliitect
selecteil by the C1"CY aud aPproved by BBC, cun be substantially rcpaire� uncler.�pplicablc
la�vs ancl goverm»ent.il regul:itions wid�in 120 �lays fi'um the d.ue of such casu�ilry
(employing nurmal contitructiat methods without o�•ertime or other premiuiu) the CITY
sl�all forthwitl� .�t its o�vn expense, re�air such dumage ather thau Jamage to improvemeuts
sucl� as furniture, chattels or h�acle tie[ures o�vne�l by BBC, �vliicl� shall be repaired Yorth�vith
by BBC at its owu exPense.
9.3 Major Dmu.�ge To Con�o Lakeside Pavilion. If:ill or a substantial part of tl�e PAVILION is
rendered uutenable by �lutu:�ge Goni tire or otl�er casualty to such u�n.�teriul extent thut iu
tl�e reasonable opiiuou of an architect ucceptable to die CITY and BaC, the PAVILION
ca�mot be substantially repaired wtcter applicable laws ancl goventuientul regulatioi�s witl�ut
120 days from the itute of such casuulty (employin� normal coustructiou metl�ads without
overtime or other pretniu�ii), tl�en Che CITY muy elect to tei7niutite this agreemeut as of tl�e
date of sucl� casunlry by wri[tev votice delivered to BBC not more than sixry (60) days after
tl�e dute of a�ch casualty. The CITY at its optiou may at its own expense repau' such
datnage otl�er tl�ati d•amage ro property owued by BBC, which sl�all be repa'ued by BBC at
its owu expeuse. BBC sl�all l�ave tl�e tiist right to operate tlie facility ui accordauce witl� tl�e
tenns of tlus agreement upou the CITX's completiou of recoustructiou.
9.4 Upon dai7ia`*e to tl�e PAVILION, the fees payable by BBC to the City aud all otlier
paymeuts to be made by BBC l�ereuuder shall abate as of the date of tl�e occun'euce. Iu tUe
case of dmnage wlvcli does �tot render tl�e eutu'e PAVILION unteuable, the above payments
sl�all be equitably apportioned.
9.5 In tl�e event tl�at either party Yhils to pei any of tl�e tem�s or conditions of this
AGREEMENT, or violates niiy temi or condi[ion dier'eof, such failure or violatiou sl�ull be a
breacli o£ tlie said AGREEMENT. In tl�e event of such n breacl�, die other party may give
written notice of tl�e breach to the party ni breacli. If die breach has not been cured or
remeQied ���itliiit diirty (30) days followii�g tlie giving of sucl� writteu riotice, the otl�er party
tnay termiiiate tl�is AGItEEMENT in its entirety.
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9.6 In tlie event auy provision co�itaiued in tl�is AGREEMENT should be breaciied by eitl�er
pmty and said breach thereafter waived by tl�e otlier party, such �vaiver shall be linvted to
tlie particular breach so waived and shall not be deemed to waive any odier breach
hereunder.
9J Tltat neidler Party will make any claiin and waives any riRht agaulst the otl�er Pmty on
account of any loss or dama«e caused by ncts of God, suclt as tire, water, wiudstonn,
floods, freezing, or otUer acts such as �var or civil um'est which affect dte leaseUold properry
in co�mection witli its operation under this AGREEMENT.
9.8 No remedy herein coi�f�en�ed upon or rese�ved to either party under this AGItEEMENT is
inieuded to l�e esclusive of any other available rcmedy or remedies, hut each and e��eiy such
reiuecly shall be cumulative au�i shall bc in aclQi�ion [o every o�her remedy givcn uu�lcr dus
Agreement or now or l�ereafter existu�g at law or ui eyuity or by s[atute. No deluy or
omissiun to exercise any right or power accruing upott any default shall impoir any righ[ or
power or shall be coustrued to be a waiver tl�ereof, but any such right uucl ��ower may be
exercised from time to time and as often us muy be deemecl expe�lient.
9.9 Tl�is AGREEMENT shall be construed uncler the laws of the State of Minnesota; ancl if any
provision or portiai tl�ereof, or the aPplication tl�ereof to any person or circumstauces shall,
to auy extent, be invalid or unenforceable, tl�e remainder oP []�is AGREEMENT shall not be
affected thereby, an�l eadi provision of this AGREEMENT shal] be valiel and ettforceable to
[l�e fiillest exteut proviileQ by ]aw.
ARTICLE X
NOTICES
10.1 Any notice, statements, bills or commuiricatious provided for hereiu sl�all be deemed
sufticiently giveu or rendered if in writu�g aud either delivered to tl�e otl�er Pm�ty personutly
or seut by certitied mail adclress [o the od�er retuni-receipt postage prepaiei as follo�vs:
AS TO CITY -, Du'ector of Pnrks and Recreation
City of Sauit Paul
300 City Hall ,Simex
2� W. 4 Street
Sauit Paul, MN 55102
AS TO BBC - David Glass, President
Black Bear Crossiugs
831 Coino Ave.
St. Paul, MN 55108
or sucl� other subseyueut address as the respective Purties shall desiguate ui �vritu��. The
time of giving such notice or connnwvcatiou sl�all be deemed to be tl�e tuue �vhen the sauie
is actually deli�ered to the other Party.
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ARTICLE XI
MISCELLANEOUS
11.1 C�a tions and Headine. The captions and headutgs used hereut are intendecl oiily for tlle
conveiuence of dle reference and are not to be used 'ui construu�2 tlus AGREEMENT.
11.2. Entu�e Aereement. Tlus AGREEMENT constitutes the full and complete aereement
between the Parties hereto and diere are no other tenns, oblieatious, covenauts,
represeutations, wan�auties or conditions otl�er t1�au contained herein.
IN WITt�IESS F�REOF, d�e Parties have caiued Yhis AGRELMFNT to he executed and
delivered 'ui �uplicate as of thc clate ap�eariiig oii �aee oiie hereoF.
APPROVED AS TO FORM: CITY OF SAINT PAUL:
C/ .2`/J l� cY� f�i' � I�
City Att ney 1V�i or, City of Saint Paul ��
� �
BLACK BEAR,EG2�SSl�VGS ON THE LAKE Direct�o.f P:�•ks and
David GlasslPresici'eut Fu�ancial Services
15
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Attachment 1
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Black Bear Crossings
Exclusive Vending Rights
Area - Como Park Lakeside
Pavilion