IV.5. Approval of Gallery Flats Parking Lease Agreement; StadlerAugust 27, 2019
G�TY OF
NOPKINS
Council Report 2019-088
Approve Gallery Flats Parking Lease Agreement
Pro osed Action.
Staff recommends adoption of the following motion: Move that Ciiy Council approve a
parkinq lot aqreement between the City of Ho�kins and Sidal Realty Co. LLLP for the
use of the cit arkin ram .
Overview.
In December 2016, City Council approved a 3-year parking lot lease agreement with
Sidal Realty for Gallery Flats tenants' non-exclusive use of up to 36 parking stalls in the
City parking ramp. Prior to that, a parking lot lease agreement with Sidal Realty gave
them exclusive use of the 36 parking stalls in city parking lot 750. Gallery Flats
apartments management have sought the additional tenant parking to help meet tenant
demand and assist in marketing the Gallery Flats to prospective tenants. The attached
proposed parking agreement provides a new 5-year lease to Sidal Realty, expiring Dec.
31, 2024, under identical terms to the previous 3-year lease agreement. The City
Attorney's office drafted the previous agreement. Gallery Flats management (Sidal
Realty) has requested a new 5-year lease agreement with the same terms and
conditions and staff recommends approval.
Prima Issues to Consider.
�� Agreement terms and conditions
- The lease term runs from January 1, 2020 to December 31, 2024.
- The annual rent to the city remains unchanged at $24,OOO/year, paid monthly
- Either party may terminate the agreement with 120 days' notice.
- Gallery Flat permit holders may park in ramp area designated for permit parking
- Sidal Realty responsible for administrative tasks related to issuance of permits
• Impact to public parking in the ramp
- Based on Gallery Flats use of the 36 parking ramp permits over the past couple years,
there shouldn't be an impact to public users of the ramp. If there were an impact, it
would be on evenings with large-draw events downtown. During the day there are
typically 75-100 permit parking stalls available in the ramp.
Supportinp informafion.
• Proposed parking agreement
• Downtown p rking map
Steven J. Stadler, Public Works Director
PARKING AGREEMENT
THIS AGREEMENT ("Agreement) is by and between the City of Hopkins, Minnesota, a
Minnesota municipal corporation ("Cit}�'), and Sidal Realty Co. Limited Partnership, LLLP, a
Minnesota limited liability limited partnership ("Sidal") (collectively, the "Parties").
WITNESSETH:
WHEREAS, Sidal owns and operates an apartment building located at 50 8�' Avenue
South, Hopkins, MN, known as Gallery Flats Apartments ("Gallery Flats"); and
WHEREAS, City and Sidal did, on or about December 6, 2016 enter into an agreement
entitled "Parking Agreement" ("Lease"), in which Sidal leased thirty-six (36) parking spaces of the
City parking ramp located at 26 10�' Ave S. Hopkins, MN., mainly for use by residents of Gallery
Flats; and
WHEREAS, the Parties have agreed to extend said Lease, which expires Dec. 31, 2019, for
an additional five (5) years.
NOW THEREFORE, in consideration of the mutual promises and agreements herein
contained, the Parties hereto stipulate and agree as follows:
Recitals. The Recitals hereinabove are hereby incorporated as terms of this
Ageement.
2. Term of A erg ement. Notwithstanding the effective date of this Agreement, the term
of this Agreement shall commence on January l, 2020 ("Commencement Date"), and shall
terminate on December 31, 2024 ("Termination Date"), unless earlier terminated as provided under
this Agreement.
3. Grant of Ri t to Use and Assi ent of Such Ri l�ts. Subject to the limitations,
terms and conditions hereinafter provided, City agrees to grant to Sidal, for the use of the occupants
or guests of Gallery Flats, the nonexclusive right to use thirty-six (36) parking spaces in the Ramp,
twenty-four hours a day on every day during the term hereof, for the sole purpose of providing
parking of non-commercial passenger vehicles. Sidal shall be entitled to assign without the City's
consent, individual, nonexclusive parking spaces in the Ramp solely to occupants of Gallery Flats.
Sidal is not permitted to assign any parking space or spaces to persons or entities who are not then-
current occupants of Gallery Flats.
4. Annual fee. Sidal agrees to pay to City Twenty-Four Thousand and 00/100 Dollars
($24,000.00) annually, paid in twelve (12) equal monthly payments, the first installment to be paid
in advance on or before the Commencement Date of this Agreement, and each subsequent monthly
installment to be paid on or before the first day of each succeeding month, said payments to be
made each and every month during the term of the Agreement without demand therefor. Sidal's
annual aggregate charges for all of the Ramp parking spaces paid for by the Gallery Flats occupants,
as measured beginning on the Commencement Date for the following 12-month period and for each
succeeding 12-month period, may not exceed the annual total payment and other expenses and
charges paid by the Sidal to City or otherwise incurred or paid by Sidal for use of the Ramp under
this Agreement.
Each payment due under this Agreement made more than three (3) days late shall result in
an automatic late fee penalty of Two Hundred and 00/100 Dollars ($200). Late payments more than
45 (forty-five) days late shall accrue monthly interest from the due date at 1.5%. The late fee and
interest, if any, shall be paid with the subsequently monthly payment or, in the event that it arises
from the late payment of the Term, within ten (10) days of a written demand from the City.
5. TaYes and special assessments. Sidal shall pay a pro rata share of property taxes and
special assessments (certified to property taxes) for the Ramp, calculated as a ratio of thirty-six {36)
authorized parking permits to the three hundred and eighty (380) total parking spaces in the
Ram�r-3b:380. Sidal shail pay the City its share of the property taxes within thirty (30) days of
receipt of evidence of the property taxes. If the term of this Agreement includes on a partial
calendar year, the real estate t�es and installments of special assessment payable by Sidal shall be
prorated on a daily basis so that Sidal pays only the real estate taa�es and installments of special
assessments for those days during which the term of this Agreement is in Effect.
6. Maintenance and Repair. City shall be responsible, at its sole cost, for the
maintenance and repair of the areas used for parking and any access points to public streets, and
shall be likewise responsible for the removal of ice or snow accumulations on such areas, but only
in connection with its customary practices of maintaining, repairing and servicing such areas. If any
damage is caused to the Ramp by Sidal or Sidal's employees, customers, agents or sublessees, City
may, but shall not be required to, repair such damage. Sidal shall reimburse City for all reasonable
costs and expenses incurred in completing such repairs. City shall have no duty or obligation to
provide security for the Ramp. Sidal shall permit City to enter the Ramp at all times for the
purposes of performing maintenance and repair work, and there shall be no abatement of the
payments due hereunder by reason of such entry by City and City's agents and employees, provided
that the fees paid by Sidal shall abate ratably if such entry materially interferes with the use of the
Ramp. No alteration of the Ramp shall be made by Sidal without the prior consent of City in
writing.
7. Termination. Sidal may terminate the Agreement by providing advance written
notice of termination to City no less than one hundred twenty (120) days prior to the effective date
of the Agreement termination. City may terminate the Agreement with notice to Sidal not less than
one hundred twenty {120) days prior to the effective date of the Agreement termination. Sidal's
parking rights under this Agreement shall terminate upon expiration of the term. The parties shall
execute and record such instruments as reasonably necessary for any such termination of rights.
8. Destruction of Premises. If the Ramp or a portion of the Ramp shall be damaged or
destroyed by any cause so as to render it unfit for the parking uses granted to Sidal under this
Agreement, without the fault or neglect of the City or any person for whose conduct the City may
be liable, the City shall undertake to repair such damage or destruction at the City's own expense.
However, this Agreement shall remain in full force and effect following such damage or
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destruction, and the fees payable under paragraph 6 of this Agreement shall not be abated so long as
the City is conducting such repairs, barring evidence of a lack of due diligence, and, provided
further, that the fees paid by Sidal shall abate ratably if such damage or destruction materially
interferes � with the use of the Ramp. If the destruction or damage was caused by the negligence or
intentional conduct of Sidal or Sidal's agents, assignees, or employees, Sidal shall be responsible for
repairing such damage at its sole expense and this Agreement shall remain in full force and effect
during the course of such repairs following such damage or deshuction, and the fees payable under
paragraph 6 of this Agreement shall not be abated.
9. Liability and IndemnitY This Agreement is made on the express condition that,
except for injury or damage caused by City's negligence or willful misconduct, City shall be free
from all liabilities, claims, obligations and damages for or by reason of any injury or injuries to any
person, persons or property of any kind of nature whatsoever resulting from the use of the Ramp by
Sida1 or Sidal's agents, assignees, or employees for any cause whatsoever during the term of this
Agreement. Except for injury or damage caused by the City's negligence or willful misconduct,
Sidal further agrees and covenants to indemnify, save, hold harmless and defend City from all
liabilities, claims, obligations, damages, charges, expenses and costs, including reasonable
attorney's fees, arising out of or resulting from the use of the Ramp by Sidal or Sidal's agents,
assignees or employees. Nothing in this Agreement shall constitute a waiver or limitation of any
immunity or limitation on liability to which the City is entitled under Minnesota Statutes, Chapter
466 or otherwise. This paragraph survives the termination of the Agreement.
10. Insurance. Sidal shall, during the term of the Agreement and any extension thereto,
maintain comprehensive general public liability insurance insuring against death, personal injury
and property damage occurring as a result of or in connection with Sidal's use of the Ramp in a
single limit amount of not less than $SOO,OOQ for personal injury or death, and not less than
$500,000 for property damage or any other claim, and not less than $1,500,000 for any number of
claims arising from a single occurrence. Such insurance policy shall name City as an additional
insured, and Sidal shall provide City, prior to using or subleasing any of the parking spaces provided
herein, and upon written request any time thereafter, with certificates evidencing Sidal is
maintaining such insurance. Such insurance shall also require the insurer to give City at least 30
days prior written notice of the cancellatiori or termination of said policy.
11. Default.
A. Any one of the following events shall constitute and Event of Default:
i. Sidal fails to pay any installment of rent or payment for real estate t�es or
special assessments as provided in paragraphs 6 and 7 of this Agreement when said
payment is due, and such default sha11 continue for ten (10) days after notice from
the City;
ii. Sidal violates or fails to perform any of the other terms, covenants or
conditions of this Lease and such default shall continue for ten (10) days after notice
from the City, unless such default cannot be cured in the exercise of reasonable
diligence within said ten (10) day period, in which event Sidal shall be allowed such
additional time as is needed to cure such default with all due diligence
B. If any Event of Default occurs and continues without a timely cure as provided
above, the City may at its sole option by written notice to Sidal terminate the Agreement
effectively immediately. Neither the passage of time after the occurrence of the Event of
Default nor exercise by the City of any other remedy with regard to such Event of
Default shall limit the City's rights under this paragraph.
C. If an Event of Default occurs and the City retains an attorney to prosecute the
enforcement of all or any of the terms, covenants, agreements or conditions of this
Agreement, the collection of any fees or taxes due or to become due, or other rights under
this Agreement, Sidal agrees to reimburse the City, for the City's reasonable attorney's
fees, together with the actual cost of maintaining any action commenced in law or equity
by said attorneys for the service of the attorneys, whether suit is filed or not. Such
reimbursement shall be payable within thirty (30) days of demand thereof.
D. Upon termination of this Agreement, Sidal shall vacate the Ramp, and remove all
personal property belonging to Sidal, its agents, assignees, or employees.
12. Permit Administration and Parkin Enforcement. The City shall annually issue
thirty-six {36) parking permits in the form of numbered cards, color-coded to reflect the year of
issuance, to Sidal. Sidal shall then be responsible for all other administrative tasks related to the
issuance of permits to and use of permits by the occupants of Gallery Flats ("Permit Holders"). No
contracts between Sidal and the Permit Holders shall extend beyond the term of this Agreement.
Permit Holders may park in any area of the Ramp designated for permit parking, except for the
upper uncovered deck within forty-eight (48) hours of a snow fall. Sidal shall provide written
notice to all Permit Holders of all terms, conditions and limitations of their parking permit under this
Agreement.
Contemporaneous with the execution oi any contract with a Permit �Iolder, Sidal shall
provide a written notice to the Permit Holder that her/his permit is subject to the covenants, terms
and conditions of this Ageement, including without limitation the City's right to revoke the permits
in the event of Sidal's default. Sidal shall obtain a written acknowledge from the Permit Holder of
the receipt of this notice and provide a copy of such acknowledgement to the City. Although Sidal
need not provide a copy of this Agreement to each Permit Holder, it shall a make the agreement
available to the Permit Holder for review upon request.
Throughout the term of this Agreement, Sidal sha11 maintain a list of all Permit Holders,
along with each Permit Holder's mailing address and e-mail address, if any. Sidal shall provide the
City with a copy of such list within thirty (30) days of the Commencement Date and shall provide
an updated copy of the list at the end of each successive six month period.
Upon the provision of a notice of termination of this agreement for any reason, including
default by Sidal, Sidal shall be responsible for notifying all Permit Holders that the permits shall no
longer be valid upon the termination of the Agreement. Notwithstanding this requirement, the City
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may also, at any date subsequent to the provision of the notice of termination to either party to this
Agreement, inform the Permit Holders in writing that the pernuts shall no longer be valid upon the
Agreement's termination.
The City shall be responsible for general parking enforcement in the Ramp, but Sidal sha11
be responsible for enforcing the tertns of its contracts with the Permit Holders.
13. Notices. Any notice required or permitted pursuant to the Agreement shall be in
writing and deemed properly given: (a) on the date of personal delivery, or attempted personal
delivery if refused; (b) on the date the notice is delivered, or attempted to be delivered if refused, by
a reputable overnight delivery service with proof of delivery or refusal; or (c) on the date of actual
receipt if by certified mail. All notices shall be sent to the address provided below or to such other
address designated by proper notice. Refusal to accept delivery of a notice or the inability to deliver
a notice because of an address that was not properly given shall not defeat or delay the giving of
notice.
A. City address for notice purposes
City of Hopkins
1010 —1 St Street South
Hopkins, MN 55343
Attn: City Manager
B. Sidal address for notice purposes: Bruce P. Rubinger
General Partner
Sidal Realty Co. Limited Partnership, LLLP
6730 Walker Street
St. Louis Park, MN 55426
14. Laws Governin =. The Agreement shall be governed by the laws of the State of
Minnesota.
15. Assignment. The City may assign its rights and obligations under this agreement
without the consent of Sidal. Sidal shall be allowed to assign its rights under this Agreement (e.g.,
the right to assign the individual permits to occupants of Gallery Flats), without City's consent, to
any entity that controls, is controlled by, or is under common control with Sidal. As a condition to
any permitted assignment of Sidal's interest in this Agreement, Sidal shall provide City with a
written assignment of Sidal's interest in this Agreement whereby the assignee agrees to be bound by
and perform all of the terms, covenants and conditions of this Agreement. No assignment of Sidal's
interest shall relieve Sidal of Sidal's obligations under this Agreement, all of which shall survive
any such assignment.
16. Waiver. The failure of City to enforce any term, covenant, condition or breach of
the Agreement shall not be deemed a waiver of the right to do so thereafter. The acceptance by City
of partial payment shall not be deemed a waiver of any term, covenant, condition or breach of the
Ageement. No waiver of any term, covenant, condition or breach sha11 be effective unless in
writing. A written waiver of any term, covenant, condition or breach of the Agreement shall not be
deemed a waiver of any subsequent term, covenant, condition or breach, whether such subsequent
term, covenant, condition or breach is the same or different, except as specified in writing in the
waiver. No waiver by City shall constitute a waiver of sovereign immunity or any other immunity
from liability provided for by statute. This paragraph survives the termination of the Agreement.
17. Severability. If any term, covenant, or condition of the Agreement or the application
thereof to any person or circumstance is, to any extent, invalid or unenforceable, or in conflict with
the law of the jurisdiction, the remainder of the Agreement or the application of such term, covenant
or condition to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected and each term, covenant or condition of the Agreement shall be
valid and be enforced to the fullest extent permitted by law.
18. Bindin� This Agreement is intended to be binding on the parties hereto and
their respective assigns.
19. Counterparts, This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute one and the same instrument.
CITY OF HOPKINS, MINNESOTA
DATE: , 2019 By:
Jason Gadd, Mayor
: � ��
DATE: , 2019 By:
Mike Mornson, City Manager
SIDAL REALTY CO. LIMITED
PART'NERSHIP, LLLP
DATE: , 2019 By
Its General Partner
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