CR 11-055 Amend Agreement to Depot Express•
June 16, 2011
Council Report 2011-055
Approve First Amendment to Management Agreement between City of Hopkins and Depot
Express
Proposed Action.
Staff recommends adoption of the following motion: Move that Council approves the First
Amendment to the Management Agreement, dated March 15, 2011 between the City of
Hopkins and The Depot Express.
Overview.
City Council approved the Management Agreement between the City and The Depot Express
in March 2011. The agreement language is not clear in regards to who pays for the
maintenance and repair of equipment owned by the City and used by the Depot Express.
Also, one of the exhibits was mislabeled. City staff met with Lisa Clark, Depot Express
•manager and agreed to the language contained in the First Amendment. The amendment
clarifies that the cost of equipment maintenance and repair is shared equally between the two
parties.
Supporting information.
• First Amendment to Management Agreement
• March 15, 2011 Management Agreement
Steven J. Stadler, Public Works Director
Financial Impact: $ 0 Budgeted: Y/N _n/a Source: n/a
Related Documents (CIP, ERP, etc.):
Notes:
U
• FIRST AMENDMENT TO MANAGEMENT AGREEMENT
DATED JUNE 22, 2011 BETWEEN
CITY OF HOPKINS
AND
THE DEPOT EXPRESS
This First Amendment to Management Agreement is made and entered into effective as
of the 22nd day of June, 2011, by and between the City of Hopkins, a municipal
corporation under the laws of Minnesota and The Depot Express, LLC, a Minnesota
limited liability company.
WITNESSETH:
A. City of Hopkins and The Depot Express have entered into that certain Management
Agreement dated as of March 15, 2011
B. City of Hopkins and The Depot Express wish to amend the Management Agreement
to clarify responsibilities and correct an exhibit.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, City of Hopkins and The Depot Express hereby agree as follows:
• 1. Paragraph 3. m. is hereby deleted in its entirety and replaced with the following:
Depot Express shall arrange for all repair and maintenance of fixtures and
equipment used in the operation of the Depot. On at least an annual basis, the
cost of maintenance/repair of fixtures & equipment owned by the City shall be
reconciled such that the fixture and equipment maintenance/repair costs are shared
equally between the City and Depot Express. The City of Hopkins building
maintenance staff will respond to troubleshoot, advise Depot express staff,
safeguard or repair City equipment. The timing of City staff response will be based
on building maintenance staffing level, other projects currently underway and
relative priority of work requests.
2. Paragraph 4. g. xi. is hereby deleted in its entirety and replaced with the following:
Depot Express shall arrange for all repair and maintenance of fixtures and
equipment used in the operation of the Depot. On at least an annual basis, the
cost of maintenance/repair of fixtures & equipment owned by the City shall be
reconciled such that the fixture and equipment maintenance/repair costs are shared
equally between the City and Depot Express. The City of Hopkins building
maintenance staff will respond to troubleshoot, advise Depot express staff,
safeguard or repair City equipment. The timing of City staff response will be based
on building maintenance staffing level, other projects currently underway and
• relative priority of work requests.
L�
•
3. Exhibit B is hereby titled: Exhibit C and the equipment named 1 double door cooler"
is deleted from said exhibit.
4. Except as hereby amended, the Management Agreement shall remain unchanged
and in full force and effect.
The undersigned parties have executed this First Amendment effective as of the
date first above written.
City of Hopkins
By _
Its
By
Its
The Depot Express, LLC
By
Its
•
J � .
MANAGEMENT AGRl;EMENT
THIS AGREEMENT is entered into by and bets=,-een the City of Hopkins, a municipal
corporation under the laws of Minnesota ("City') and The Depot Express, LLC, a Minnesota limited
liability company; (`'Depot Express") effective as of March 15, 2011 (the `Effective Date").
RECITALS:
A. Pursuant to that certain Penmit Agreement bem.reen the Cite, the Hennepin County
Regional Railroad Authority and Three Rivers Park District attached to this Agreement as Exhibit A
(the "Permit Agreement''), the City is entitled to use the premises described in Recital paragraph 1) of
the Permit Agreement (the "Premises") and the Depot building commonly referred to as the Hopkins
Station Train Depot Building (the "Depot") "for conununity recreation and education purposes and
related public uses, including use of the Depot for operation of the Depot Coffee House subject to the
rights of (Three Rivers Park District) granted in (the Permit Agreement)".
B. The City and Depot Express have agreed the City shall retain Depot Express to manage
and operate some of the City's permitted uses of the Premises and the Depot upon the terms and
conditions stated in this Agreement.
•
NOW, THEREFORE, hi consideration of the foregoing Recitals, which are incorporated in
and made a part of this Agreement, and other good and valuable consideration, the City and Depot
Express agree as follows:
1. Deflinitions. When used in this Agreement, the following v,-ords and phrases shall have
the meanings stated below, unless the context clearly requires a different meaning:
a. "The Depot Coffee House Fund" shall mean and refer to the Depot Coffee
House Enterprise Fund maintained by the City.
li. "The Depot Coffee House Project" shall mean and refer to the joint endeavor of
the student board of directors consisting of students from the Hopkins School District and other
districts, the City and staff employed by the City that are paid through the Depot Coffee House
Fund.
C. "The Student Board of Directors" shall mean and refer to the Board of Directors
of the Depot Coffee House Project consisting of 15 students from the Hopkins School District
and other districts and 3 adult members.
2. Retention of Depot Express as Manager. The City retains Depot Express to act as
manager of the following activities and functions to be conducted on the Premises, namely:
• a. To manage and operate the Depot Coffee House food and beverage service
operations subject to the teens and conditions stated in this Agreement.
Hop CiviI Depo-crExpre s sllvl an ag ell) en LA sunt -Red 1 int -d
• b. To schedule.. arrange for and manage functions, meetings and other periodic
events to be held at the Depot building upon tern -is and conditions approved by the City and
using.the form of Use Agreement attached hereto as Exhibit B, as such Use Agreement may
subsequently be modified with the approval of the City, for such meetings, events and functions
approved by the City. The City and Depot Express shall cooperate � ith one another in
scheduling of events and functions to be conducted at the Depot or on the Premises.
C. Depot Express shall also provide the educational and consulting services
described in section ? of this Agreement.
DEPOT EXPRESS IS AUTHORIZED TO PERFORM ONLY THOSE ACTIVITIES AND
FUNCTIONS DESCRIBED IN PARAGRAPHS a, b AND c, ABOVE, AND SUCK OTHER
AUTHORIZED ACTIVITIES � SAND FUNCTIONS
MAY
ARE
ry �}�EXPi RESSLY `7�STATED
ELSENYI-IERE, IN THIS AGREEMENT, OR AS MAAY BE AGREED TO IN WRITING
SUBSEQUENTLY BY THE CITY Nt-kNACER OR DESIGNEE DURING THE TERM OF
THIS AGREEII1ENT.
3. Depot Express Responsibilities. In performing its obligations under this Agreement,
Depot Express shall observe and comply with the following specific responsibilities:
a. Operate and keep The Depot open for consumable and lion -consumable sales for
a daily minimum of no less than six (6) hours.
• b. Maintain adequate staffing for operation of the Depot Coffee House and
supervise Depot Express employees in the performance of coffee house operations, as may be
detem-iined in the discretion of Depot Express.
C. Conduct regularly occurring meetings of Depot Coffee House staff, as
deteirnined to be reasonably necessary in the discretion of Depot Express. Depot Express shall
notif�l Depot Coffee House Project personnel of such meetings and permit them to attend.
d. Maintain a separate bank account and provide budgeting and reporting for all
activities and operations performed by Depot Express under this Agreement. All income,
receipts and revenues from operation of the Depot Coffee House, event rental and other
activities performed by Depot Express under this Agreement shall be deposited in. such account
and all expenses related to such activities shall be paid from such account, to the extent the
account has sufficient funds for payment of such expenses. Funds from operation of the
Premises and the Depot by Depot Express shall not be commingled v�ith other funds of Depot
Express. Depot Express shall maintain accurate books, records and accounts of all financial
transactions related to its activities as Manager under this Management Agreement. The City
shall have the right to review at the cost of the City, all such books, records, accounts and bank
statements for the separate bank account maintained by Depot Express for Depot Coffee House
operations and to retain copies of such records.
0e. Contract directly with vendors or suppliers for all food and beverage products
required for the operation of The Depot Coffee House.
HopCivi I/De pol ExpressA,ianagemen kgmt-Redlined 2
• f. Collect all rents and other amounts payable under Use Agreements negotiated
by Depot Express pursuant to this Agreement. v
�. At all times during the tern of this Agreement, Depot Express shall maintain in
effect the following types and amounts of insurance:
L Comprehensive business liability insurance with limits of liability of no
less than $1,000,000.00 for each occurrence and $2;000,000.00 aggregate.
ii. 'Worker's compensation and employer's liability insurance conforming
with statutory requirements.
The City shall be named as a certificate holder for all such insurance coverage and the
Certificates of Insurance shall provide that the City shall be given tluntr (30) days prior written
notice of the cancellation or non -renewal of any such insurance policies.
h. Products and services provided under the management of Depot Express must
follow the policies established by the Depot Coffee House Project to the extent connmercially
practicable.
i. All fixtures and equipment, excluding the kitchen stereo system, located at the
Depot on the Effective Date are the property of the City or the Depot Coffee House Project.
. Depot Express may, at its discretion, purchase and install equipment in the Depot to facilitate
Depot Coffee House operations. Such equipment shall remain the property of Depot Express,
and must be removed at the end of the tern of this Agreement and all damage resulting from
such removal repaired at the expense of Depot Express.
j. Perforin maintenance on the espresso machine as may be reasonably necessary
for its proper operation.
k. Depot Express shall not remove, alter or replace any of the furniture, fixtures or
equipment located on the Depot without the prior written consent of the City.
1. Depot Express shall allow only properly trained personnel to operate equipment
located in the Depot, sufficiency of such training to be determined by the Depot in its
discretion.
M. Depot Express shall arrange for all repair and maintenance of fixtures and
equipment used in the operation of the Depot. Maintenance and repairs of fixtures and
equipment owned by the City shall be at the expense of the City.
n. Depot Express shall not have the authority to enter into any contracts on behalf
of the Cine or to incur any liability or obligation on behalf of the City without the prior written
approval of the City Manager or Facilities Director.
• o. Depot Express shall, during the entire teen of this Agreement, obtain and
maintain any and all licenses and permits necessary for the operations conducted on the
Premises by Depot Express pursuant to the provisions of this Agreement.
Hop Cit'iUD:poil=xp;essMalia°emen qmt-Redlined
P. Any equipment purchased by Depot Express and used iii Depot Coffee House
operations shall remain the property of Depot Express, and shall be removed from the Premises
and all damage resulting from such removal repaired, at the sole cost of Depot Express, within
a reasonable time following termination of this Agreement.
4. Citi Responsibilities. The City shall perform the functions and assume those
responsibilities described below related to the performance of this Agreement:
a. The City shall act as fiscal agent for the Depot Coffee House Project and have
sole control over and responsibility for administering the Depot Coffee House Fund.
b. Maintain insurance coverage for the Depot and the Premises in accordance with
the provisions of the Permit Agreement. No provision of this paragraph or this Agreement
shall be interpreted to waive any conilmon lave or statutory liability immunities available to the
City.
C. Assign a Project Coordinator who is an employee of the Hopkins -Minnetonka
Recreation Services to work with the Depot Coffee House Project in matters related to the
operation of the Depot and the Premises.
d. Perform all building and emergency repair at the Depot according to such
• maintenance schedules as shall be agreed upon from Bine to time between the City, Depot
Express and the Depot Coffee House Project, but subject to the terms and conditions of the
Permit Agreement.
e. Work with Three Rivers Regional Park District to maintain grounds and provide
building enhancements in accordance with the terms and conditions of the Permit Agreement.
f. Provide all personnel necessary for the operation of the Depot by the City, with
the exception of persolulel performing the functions and responsibilities assumed by Depot
Express hereunder, which functions and responsibilities shall be performed by Depot Express
employees.
g. Unless otherwise noted, the following expenses incurred at the Depot shall be
paid by the City from the Depot Coffee House Fund:
L Rent or other charges due under the Permit Agreement.
ii. Cleaning/janitorial (shared cost bets een City and Depot
Express).
Pest control.
iv. Security expenses.
V. Telephone — local.
Vi. Internet services.
• vii. Gas.
Viii. Water softening and purification.
ix. Garbage/recycling/composting costs.
X. Snow removal from parking areas and walkways. .
HopCiviVDepotExprnssManagementu._rnt-Redlined 4
• xi. Equipment rental and repair (shared cost between City and
Depot Express).
Any other expense that is related to rental%utilities/building
maintenance.
h. Subject to the provisions of subparagraph 3.o., maintain all fixtures and
equipment owned by the City or the Depot Coffee House Project in good v'Forking order.
i. Allow Depot Express to use all fixtures and equipment necessary for the
performance of its responsibilities under this Agreement at no charge to Depot Express.
Attached to this Agreement as Exhibit C is a schedule describing all of the fixtures and
equipment located at the Depot and used in the operation of the Depot Coffee House. All such
fixtures and equipment described in Exhibit C; and all replacements of such fixtures and
equipment (unless paid for by Depot Express), shall remain the sole property of the City or the
Depot Coffee House Project.
j. During the tern of this Agreement, Depot Express shall have the right to use the
name "The Depot Coffee House" for the operation and promotion of the Depot coffee house
business. Depot Express shall not use the name "The Depot Coffee House" for any other
businesses or activities conducted by Depot Express or at any location other than the Depot.
Following the termination of this Agreement, and provided the City has elected to discontinue
• coffee house operations at the Depot, Depot Express may use the name "the Depot Coffee
House' and any logo associated with the Depot Coffee House for other business operations
with the prior written approval of the City, which approval shall not be unreasonably witl-ilneld.
Depot Express has been advised the City has not registered the name "the Depot Coffee House"
as a trademark or service marls or otherwise obtained proprietary rights in such name or any
logo associated therewith.
k. In the event the City or the Depot Coffee House Project intends to sell any of the
I
ixtures or equipment used in the operation of the Depot Coffee House during the term of this
Agreement, the City grants Depot Express the option ("Option') to purchase such fixtures or
equipment upon the following terns and conditions:
i. The City shall serve notice on Depot Express of the City's intention to
sell such fixtures and equipment ("Option Notice"). The Option Notice shall identify
each item of fixtures or equipment the City intends to sell and state the price at which
the City intends to offer each such item for sale, which price shall be the fair market
value of each item of fixtures or equipment at the time of service of the Option 1\Totice.
ii. If Depot Express intends to exercise the Option, it shall serve notice on
the City of such intent (`Notice of Option Exercise") within three (3) business days
after delivery of the Option Notice to Depot Express. If Depot Express believes the
offering price for the fixtures and equipment stated in the Option Notice exceeds the fair
• market value of such fixtures and equipment, the Notice of Option Exercise shall advise
the City that Depot Express intends to exercise the Option and obtain an appraisal as
provided in subparagraph iii, below. If the Notice of Option Exercise does not advise
the City of Depot Express's intention to obtain an appraisal of the fixtures and
Hop Civil;'Dero?Exp,ess? ;ana_emenLA_mt-P.edlined D
• equipment pursuant to subparagraph iii, the purchase price for the I xtures and
equipment identified in the Option Notice shall be the price stated therein. If Depot
Express fails to serve the Notice of Option Exercise on the City within the three (3)
business day period stated in this subparagraph ii, the Option shall terminate and be of
no further effect, and the City may proceed to sell the fixtures and equipment identified
in the Option Notice to a third party.
iii. If Depot Express serves the Notice of Option Exercise on the City in
accordance \With the provisions of subparagraph ii; above, and advises the City Depot
Express intends to obtain an appraisal of the fixtures and equipment, Depot Express
shall obtain a written appraisal of the fair market value of the fixtures and equipment
identified in the Option Notice from a qualified appraiser and deliver such written
appraisal to the City within ten (10) business days of delivery of the Notice of Option
Exercise to the City. If the fair market value price of the fixtures and equipment
identified in the Option Notice, as stated in the appraisal obtained by Depot Express,
differs from the fair market value price of the fixtures and equipment as stated in the
Option Notice by ten percent (10%) or less, the purchase price for such fixtures and
equipment shall be established as the average of the two prices. If the fair market value
price of the fixtures and equipment identified in the Option Notice, as stated in the
appraisal obtained by Depot Express, differs by ten percent (10%) or more from the fair
market value price stated in the Option Notice, the City shall obtain a second appraisal
from a qualified appraiser, within ten (10) business days after receipt of the appraisal
• obtained by Depot Express, of the fair market value of the fixtures and equipment
identified in the Option Notice. The purchase price for the fixtures and equipment
identified in the Option Notice shall then be established as the average of the two
closest, in dollar terns, of the fair market values for the fixtures and equipment stated in
the Option Notice, the appraisal obtained by Depot Express and the appraisal obtained
by the City.
iv. If Depot Express exercises the Option in accordance with the provisions
of subparagraphs i through iii, above, and upon establishment of the purchase price in
accordance with the provisions of such subparagraphs, Depot Express shall pay such
purchase price to the City, in cash or certified funds, within Len (10) business days after
establishment of the purchase price. If Depot Express fails to pay the purchase price so
established for the fixtures and equipment subject to the Option within such 'ren (10)
business day period, the Option shall be null and void, and the City may proceed Nvith
the sale of such fixtures and equipment to.a third party.
M. The City shall not have the authority to enter into any contracts on behalf of
Depot Express or to incur any liability or obligation on behalf of Depot Express without the
prior written approval of an authorized representative of Depot Express.
ii. The City shall indemnify and hold harmless Depot Express with respect to any
legal suits or actions against Depot Express, its owners or employees, with respect to v,-hicin the
is
City is legally adjudged to be primarily liable.
o. Depot Express shall be the sole authorized vendor of consumables on the
premises and adjoining grounds, and the City shall not permit, license, or approve any sales by
HopCiN iUDepotExpressP�4EL-,iaeen;ent4e!:;t-nedlMed 6
• other pari}%, including installation of vending machines, without the express written approval of
Depot Express. This clause does not apply to one -tune events approved by the Depot Coffee
House Student Board of Directors. —ilia board may also approve of installation of permanent or
semi-pernnanent vending. machines by outside parties if they serve only non -consumable
products Depot Express does not wish to cant'.
5. General Statement of_Purpose. The Depot Coffee House Project has entered into an
agreement with Hopkins Independent School District No. 270 ("District 270`) for the use of the Depot
and the Premises for certain community-based educational functions. The City and Depot Express
shall v,-ork cooperatively to operate the Depot consistent with those cormrnunity-based educational
functions and v,-ith the other goals and objectives stated below. Specifically, the following is a
statement of purpose for the use of the Depot by District 270:
Hopldns IDS 270 shall use the Depot Coffee House as a community-based
educational laboratory focused on instilling in each learner the knowledge necessary,
to start, manage and successfully run a small , business. This goal with be
accomplished by developing a relationship with the Depot Coffee House
management to design learning experiences utilizing all aspects of the business to
achieve the above stated purpose. These experiences may include but not be limited
to; paid and/or unpaid internships, projects incorporated into the classroom or as
class assignments, independent study projects and, actual case studies focused on
the business (both current and past).
• In addition, the following describes the goals and objectives of the City, Depot Coffee House Project
and Depot Express related to the activities to be conducted at the Depot:
a Commitment to the mission of the Depot Coffee House Project
o Stewardship of the historic Depot (e.g. ADA, safety, cleanliness, repair)
o Commitment to providing safe, healthy, nurturing, engaging work/participation environment to
employees and volunteers
Strive towards greater sustainability (envirornmental, financial, operational)
Prevention of repair problems with building, grounds and equipment
We must pass periodic, unannounced health inspections
Building Cleanliness — staff and board members need to leave the.building clean, stocked and
ready for the next Shift/event.
Support from the DCHP on staffing during slower sales segments of the day
a Marketing a unified message, brand, presentation to public regarding The Depot Coffee House
naive
Financial transparency and integrity
Positive public relations
Excellent participant/customer experience
Expand to new audiences
Offer.fair-trade, organic coffee and give priority to products from local vendors
• o Furthering the grow—da of the Depot Award for Student Creativity
0 Create greater outreach into the Arts
HopCiviliDepotL-xressManaaennenLA, gni t- Red] flied 7
• u All board members -that want to serve as baristas need to ao tli-rouch DE staff training program
and attend all barista training sessions throughout the year
The follovdrig is a description of services or activities to be provided or participated in by Depot
Express related to the operation of the Depot Coffee House:
a Act as liaison on building issues with three Rivers Regional Park District.
e Solicit donations to auctions and outreach events.
o Provide extra staffing for Board related events and meetings.
Staff time to comply with City and Board reporting requirements.
Depot Express and the City shall work cooperatively together with the objective of accomplishing the
objectives and purposes described above in the operation of the Depot Coffee House. Student Board
activities at the Depot will be supervised and managed by the Depot Coffee House Project and the
Student Advisory Board. The Student Advisory Board will consult with and provide advice to Depot
Express related to the performance of its functions and responsibilities under tliis Agreement.
6. Fluancial Management. The City and Depot Express agree to the following terms and
conditions related to the receipt, disbursement and payment of income, revenues and expenses for the
activities and functions performed by Depot Express under this Agreement:
• a'All receipts from revenues, rents and other income from operations conducted at
the t by Depot Express shall be deposited in a separate bank account maintained by Depot
Express and administered in accordance ti=,-ith the provisions of subparagraph d of Section 3 of
this Agreement.
b. Prior to the end of each fiscal year of Depot Express and upon termination of
this Agreement, representatives of Depot Express, the City and the accountant for Depot
Express shall review the financial records of Depot Express for the purpose of determining
whether Depot Express has generated any net operating income ("'Net Operating Income") from
conducting the operations and functions to be performed by Depot Express under this
Agreement during the inumediately preceding fiscal year or partial fiscal year prior to
termination. Net Operating Income is defined as all revenues, rents, income, receipts and other
amounts received by Depot Express in connection v,7' 11 the operation of the Depot Coffee
House and the other functions to be performed by Depot Express under this Agreement minus
i) all costs and expenses necessarily incurred by Depot Express in the operation of the Depot
Coffee House and performance of its other functions under this Agreement, including salaries,
benefits and other employment costs paid to employees of Depot Express; ii) all costs
necessarily incurred by Depot Express for fees of consultants, such as attorneys and
accountants; and iii) such other customary costs and expenses as are considered deductible
business expenses in accordance Nvith generally accepted accounting principals. At the end of
each fiscal year of Depot Express or upon termination of this Agreement, all Net Operating
Income, if any, for such fiscal year or partial fiscal year prior to termination shall be paid by
Depot Express to the City to be deposited in the Depot Coffee House Fund.
•
i. Term. The term of this Agreement shall commence on the Effective Date and continue
through December 31, 2012 ("Initial Term"*). Thereafter, this Agreement shall automatically renew for
HnCiv ili DeDUit \ pre Si', 11'ai12 HCi i72;i L':=;Ti i -r.'41; I12d O
successive. one-year periods (each a "Renu=,7al Tenn"). Either party may cancel this AUreement,
effective at the end of the Initial Tenn or any Renewal Tenn, by providing VTitten notice to the other
party one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Terni. In
addition, a) Depot Express may cancel this Agreement upon thirty (30) days prior written notice to the
City if it has experienced negative Net Operating Income for the previous two (2) calendar months
and, b) either party may cancel this Agreement for breach of any material tern thereof upon thirty (30)
days written notice, subject to the right to cure by the breaching party within. fourteen (14) days of
being so notified.
a. Independent Contractor Status. Depot Express shall select the means, method and
maiuner of operating the Depot Coffee House and othenV;ise performing its responsibilities under this
Agreement. NO pro`dsion of this Agreement is intended or may be construed in any manner as
creating or establishing the relationship of co-partners between the City and Depot Express or as
constituting Depot Express or any of its employees as agents, representatives, or employees of the City
for any purpose or in any manner whatsoever. Depot Express is to be and shall remain an independent
contractor with respect to all services and activities performed under this Agreement. Any and all
personnel of Depot Express or other persons while engaged in the performance of any work or services
required or provided by Depot Express under this Agreement shall not be deemed to have any
contractual relationship with the City and shall not be considered employees of the City by virtue of
this Agreement. Any and all claims related to the perfori-nance of the undertakings and responsibilities
of Depot Express under this Agreement that may or might arise under the N imiesota Economic
Security Lave or the Workers' Compensation Act of the State of Minnesota on behalf of personnel of
iDepot Express, arising out of employment or alleged employment including without limitation, claims
of discrimination against Depot Express, its officers, agents, contractors, or employees shall in no way
be the responsibility of the City. Depot Express shall defend, indemnify and hold harmless the City, its
officials, officers, agents, and employees from any and all such claims. Depot Express personiel or
other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind
whatsoever front the City, uncluding, without limitation, tenure rights, medical and hospital care, sick
leave, Workers' Compensation, Re-employment Compensation, disability, severance pay, and
retirement benefits.
9. Notices. All notices, requests and other conununications hereunder shall be in «-ritina
and shall be delivered personally or by first class United States mail (postage prepaid) addressed to the
recipient at the below address, or at such other address as such party shall have specified to the other
party hereto in v,-riting. Notices shall be deemed duly delivered for all purposes at the time of personal
delivery to the representative of the City or Depot Express named below or two business days after
being deposited in the United States snail. The addresses for notices are as follows:
If to the City:
City of Hopkins
Attention: City Manager
1010 First Street South
Hopkins, NIN 55343
•
HorCiv iVDcpotExpr:ssN1Fun agtpne it gii it-ReCI;ned 9
. If to Depot Express:
The Depot Express, LLC
Attention: CFO
?46 Fifth Avenue NTorth
Hopkins, MN 55343
Either party may change its address for notice purposes by notice given to the other party in the
mamner provided above.
10. lneomoration of Permit Agreement. All of the terns, covenants and conditions of
the Permit Agreement attached hereto as Exhibit A are incorporated in and made a part of this
Agreement. In the event of any conflict or inconsistency between the tens of this Agreement and
those of the Permit Agreement, the terns and conditions of the Permit Agreement shall control. Depot
Express shall obsei e and comply with all terns, covenants and conditions of the Permit Agreement in
the performance of its functions and operations under this Agreement.
11. Miscellaneous.
A. Governing Lay. All matters relating to the interpretation, construction, validity
and enforcement of this Agreement shall be governed by the laws of the State of Tviinnesota.
•
13. Entire Agreement. This Agreement contains the entire agreement of the parties
relating to the subject matter hereof and supersedes all prior agreements and understandings
with respect to such subject matter, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement which are not set
forth herein.
C. Amendments. No amendment or modification of this Agreement shall be
deemed effective unless made in variting and signed by the parties hereto.
D. Ido Waiver. No tern or condition of this Agreement shall be deemed to have
been waived, nor shall there be any estoppel to enforce any provisions of this Agreement,
except by a statement in writing signed by the party against whom enforcement of the waiver or
estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless
specifically stated, shall operate only as to the specific term or condition Nvaived and shall not
constitute a waiver of such term or condition for the future or as to any act other than that
specifically v,7aived.
E. Assignment. This Agreement shall not be assignable, in v, -hole or in part, by
either party vvithout the prior written consent of the other party.
F. Counterparts. This Agreement may be simultaneously executed in any number
of counterparts, and such counterparts executed and delivered, each as an original, shall
• constitute but one and the same instrument.
L)pCii'1LiD,-7, C�iL-A:'yress:N 3Ii8_°`iiie!7 t�. P--t-Redlined 10
• G. Severability. To the extent any provision of tills Agreement shall be ins-alid or
unenforceable, it shall be considered deleted herefrom and the remainder of such provision and
of this Agreement shall be unaffected and shall continue in full force and effect.
•
•
H. Captions and Headlines; Interpretation. The captions and paragraph
Beadings herein are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement. Should any provision of this Agreement require judicial
interpretation. it Is agreed t1la`l the court interpreting or construing the sail;: shall not apply a
presumption that the terms hereof shall be more strictly construed against one party by reason
of the rule of construction that a document is to be construed more strictly against the party
who itself or though its agent prepared the same, it being agreed that the agents of bothparties
have participated in the preparation hereof.
1. Binding Effect. This Agreement shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
J. No Third -Party Beneficiaries. There are no third party beneficiaries of this
Agreement, intended or otherwise.
The undersigned parties have executed this Agreement effective as of the Effective Date stated
in the first paragraph.
Ho)Civ;UDepc-zExr;essMa;a e..en?-^.gt t-ned!incd 11
City of Hopkins
By
By
"I
The Depot Express, LLC
B�
Its
Its
• CONSENT
U
•
Hopkins Independent School District I\To. 270 hereby appro�7es or and consents to the foregoing
Agreement.
HorLMUDe?otExp essi\Ia2Qement- agnit-Re9imed 12
HOPKINS INDEPENDENT SCHOOL
DISTRICT NO.270
By _
Its
By _
Its
. EXHIBIT A
•
r1
U
Copy of Permit Agreement Bet`veen
Hennepin County Regional Railroad Authority, the Cite and
Three Rivers Park District
1
HopCivi�'De,)otExpress?vianaeemcntAgnt-Redlined
• EXHIBIT B
Inventory of Fixtures and Equipment
Kitchen- 3 pairs Halogen LonQLights
4 Hanging Li aht Fixtures
8 miiu halogen
1 double door cooler
1 stand up fridge
1 under counter tridae
1 stand up freezer
1 under counter treezer
1 Conti espresso machine
• 2 hanging fixtures each bay
3 mini halogens at windov,,
3 miiu halogens in front entry
18 colored lights in Freight Room
8 LED color lights
6 stage lights
4 fan
2 wall sconces
4 built in bench seating fixtures
12 2 top.tables
30? Herman Mille chairs
•
2 wifi tables
HopCiviUDepotExpress\4anagemei%Agmt-Redlitied 14
0 1 Flatscreen TV
•
•
7 patio Umbrellas
Neon OPEN SILY11
Desktop Computer w/printer/scanner combo
Nintendo 64, 4 controllers, 155 games
Nintendo «iii 4 controllers, charger, 5) games
Ambient Stereo system, 6 indoor speakers, 2 outdoor speakers
Performance Sound equipment: 3 stage monitors, 2 PA speakers, one subV�ooler, 9 mic stands, 3 in
closet amplifiers, 1 sound board, 10-20 microphones and cables, one portable 6 channel mixer.
HopCiiiVDepotExpress!vla;iagemen:L,.gmt-Redlined 15