Spear Street Launch Ramp Management Agreement

City Council Agenda Item Report FROM:

Ryan Cummins, City Manager

MEETING DATE:

March 19, 2025

SUBJECT:

Spear Street Launch Ramp Management Agreement

DESCRIPTION: The agreement with Star of Saugatuck, LLC to operate and manage the Spear Street launch ramp is due for renewal. Highlights of the agreement include: • •

Term: March 1, 2025 through November 30, 2025. Operator Responsibilities: o Oversee the launch ramp use according to established hours. o Collect fees set by the City and remit them monthly. o Maintain user records and report those who don't pay fees. o Provide restroom access during their business hours. o Report misuse of the ramp to the City. o Maintain liability insurance naming the City as additional insured. Operator Compensation: 50% of the collected fees. City retains remainder. o The City Treasurer advised the following gross revenue was received the last several seasons:  21 $1,291  22 $1,726  23 $1,339  24 $3,074 City Responsibilities: o Print launch passes for the Operator. o Maintain general liability and property insurance for the ramp.

LEGAL REVIEW:

The City Attorney reviewed the agreement last year. Aside from the date changes, the agreement language remains the same. SAMPLE MOTION: Motion to approve the 2025 Spear Street Launch Ramp Management Agreement.

LAUNCH RAMP MANAGEMENT AGREEMENT The CITY OF SAUGATUCK, a Michigan home rule city with offices located at 102 Street, Saugatuck, Michigan 49453 (“City”) and Star of Saugatuck, LLC of 716 Water St., Saugatuck, Michigan 49453 (the “Operator,” collectively, the “Parties”), enter into this Launch Ramp Management Agreement (“Agreement”). RECITALS 1. The City owns a boat launch ramp located at the intersection of Spear Street and Water Street (“Ramp”) and used by the general public. 2. The City previously requested proposals from qualified persons to operate and manage the Ramp, and the Operator submitted a bid in response to the City’s request. 3. The City is willing to accept the Operator’s bid provided the Operator enters into this Agreement. 4. The Operator is willing to enter into this Agreement and operate and manage the Ramp according to the terms of this Agreement. AGREEMENT The Parties agree as follows: 1.

Term. The term of this Agreement shall extend from March 1, 2025 through November 30, 2025, unless sooner terminated as provided in this Agreement. The Operator will provide services under this Agreement from March 1 through November 30 during each calendar year of the term.

Operator Obligations. The Operator shall, at its sole cost and expense, manage and operate the Ramp. The Operator’s obligations shall include: 2.1.

Overseeing the use of the Ramp, it being understood by the Operator that the Ramp has historically been used by the public from March through November and during both daylight and non-daylight hours; provided, however, that the minimum hours of supervision by the Operator required under this Agreement shall be from 8:00 a.m. to 5:00 p.m. for the months of March, April, May, September, October and November and from 8:00 a.m. to 9:00 p.m. for the months of June, July and August unless otherwise agreed to in writing by the City Manager;

2.2.

Collecting (including personally and via secured collection boxes) fees from users of the Ramp according to the schedule of fees adopted by the City (“User Fees”), and remitting such fees to the City on not less than a monthly basis;

2.3.

Maintaining accurate records of all persons using the Ramp during the hours specified in Section 2.1 and all fees assessed and collected. The Operator will also use best efforts to prepare a list of those persons who use the Ramp during the hours of operation described in Section 2.1 but fail to pay User Fees. This provision will not require the Operator to conduct any investigation to determine the identity of users who fail to pay user fees, but the Operator will maintain records containing identifying information concerning such users, such as vehicle license plate numbers and/or watercraft MC numbers;

2.4.

Providing access for those persons using the Ramp to the bathroom facilities located on the Operator’s property adjacent to the Ramp during the hours the Operator’s facilities are open to the public; and

2.5.

Overseeing the use of the Ramp and adjacent street end in a good faith effort to control, and promptly reporting to the City any instance of, misuse or improper use of the Ramp, such as: (1) the operation of boats causing damage to the Ramp or areas adjacent to it; (2) the mooring of boats at the Ramp; and (3) the conduct of commercial activities at the Ramp.

The Parties agree that the Operator’s obligations shall not include maintenance, repair or replacement of the Ramp except to the extent such maintenance, repair or replacement is necessitated by the acts of the Operator or its agents or employees. The Operator agrees to promptly notify the City of any damage to, or condition of, the Ramp and signage which may need repair or replacement. The City may perform any such repair or replacement of the Ramp in its sole discretion and shall have no liability to Operator for failing to perform such repair or replacement. The Operator shall perform its obligations in compliance with all federal, state and local laws. 3.

Operator Compensation. In consideration of its obligations hereunder, the City shall pay to the Operator 50% of all User Fees collected and remitted to the City by the Operator, which payment shall be made in accordance with City payment policies. Remittance of the User Fees to the City shall be accompanied by all documents the City may reasonably request. The Operator shall remit User Fees on at least a monthly basis, or more frequently if the Ramp is used frequently. Any User Fees due to the City that are more than 30 days delinquent shall bear interest at the rate of five percent (5%) per annum until paid by Operator. In addition, should the City be required to take any action to recover unpaid User Fees, the Operator shall be required to reimburse the City for all its costs of collection, including attorney fees and court costs. Additionally, the City may request at any time during the term of this Agreement that the Operator provide to the City reports and other documents regarding the use of the Ramp.

Expenses. The Operator shall, at its sole expense, provide all supplies, equipment and labor for performing, and shall pay all expenses associated with the performance of, its obligations under this Agreement; provided, however, that the City shall pay the expenses with respect to

the printing of launch passes to be used by the Operator. 5.

Relationship of the Parties. The Operator shall act as an independent contractor. Nothing herein shall be deemed to grant to the Operator any legal or equitable interest in the Ramp.

Termination. Either party may terminate this Agreement at any time upon material breach of this Agreement by the other party. Further, either party may terminate this Agreement without cause upon 10 days prior written notice; provided, however, that the Operator shall not terminate this Agreement without cause from March through November. Upon termination, the Operator shall remit to the City the User Fees collected through the date of termination, and provide the City with all supporting documentation, and upon such remittance, the City shall pay the Operator as provided in Section 4.

Indemnity. Each party (“Indemnifying Party”) agrees to hold the other party, including such other party’s officers and employees (collectively, “Indemnified Party”), harmless from, indemnify the Indemnified Party for, and defend the Indemnified Party (with legal counsel reasonably acceptable to Indemnified Party) against any liability for damages, injury or other casualty and any costs and expenses, including reasonable attorneys’ fees, caused or arising from: (1) any act or omission by Indemnifying Party or its agents or employees with respect to Indemnifying Party’s obligations under this Agreement; and (2) a breach by Indemnifying Party of any of its obligations under this Agreement. Nothing in this Agreement shall be construed as a waiver on behalf of the City of any governmental immunity, or any defense it would be entitled to under state or federal law.

Insurance. The City shall maintain general liability insurance with respect to the Ramp, as well as property insurance with respect to any damage or destruction of the Ramp. The Operator shall be responsible for maintaining general liability insurance with respect to the performance of its obligations hereunder and with respect to the services it will provide pursuant to this Agreement. Additionally, the Operator shall maintain automobile insurance in such amounts as the City may reasonably request. All insurance Operator is required to maintain hereunder shall name the City as an additional insured, and Operator shall provide the City with proof of such insurance before charging User Fees for the use of the Ramp.

No Assignment. This Agreement shall not be assigned, in part or in whole, without the prior written consent of the City in the City’s sole and absolute discretion.

10.

Third-Party Beneficiary. No person shall be deemed to be a third-party beneficiary of this Agreement.

11.

Miscellaneous. This Agreement is written pursuant to the laws of the State of Michigan and was made in Allegan County, Michigan. This is the entire agreement between the Parties regarding its subject matter. There are no contemporaneous agreements. It may not be modified or amended except in writing, signed by both Parties. More than one copy of this Agreement may be signed, but all constitute but one agreement.

Executed this _____day of _____________________, 2025.

CITY OF SAUGATUCK Date

By

Date

And by

Holly Anderson Its Mayor

Jamie Wolters Its City Clerk

OPERATOR Date

By

Date

And by

391565.04