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HomeMy WebLinkAbout1994/06/06 - ADMIN - Agenda Packets - Economic Development Authority - RegularAGENDA ECONOMIC DEVELOPMENT AUTHORITY St. Louis Park, Minnesota June 6, 1994 7:15 p.m. 1. Call to order 2. Roll call A/ 5-0-' 3. Approval of minutes of May 2, 1994 Approval of agenda for ±oH (s-O 4. June 6, 1994 fear 5. Reports a. Approval of ramp management +a s aa CF/GD 7-0 b. Amendment to Development Agreement Food facility 6. New Business 7. Unfinished Business 8. Other business a aw "}, X /A! L 9 jf to lo 7> 0 9. Communications and bills a. Monthly financial statement b. Vendor claims 10. Adjournment J4/G H JC 4 7-o 7- 0 REQUEST FOR EDA ACTIO N June 6, 1994 DATE ---------- AGENDA SECTION: 5 Reports NO. ORIGINATING DEPARTMENT: Community Development ITEM: NO. Approval of Ramp 5Management Agreement APPROVED: David Hagen BACKGROUND Section 8.6 of the Redevelopment Agreement between PNMC Holdings and the EDA requires the EDA to enter into a management agreement for the EDA' s parking ramp with PNMC Holdings. The agreement states that PNMC will be responsible for management of the ramp as well as all costs of its maintenance and operation. Attached is a Ramp Management Agreement that makes PNMC Holdings responsible for the operation, maintenance and management of the ramp. This agreement was drafted by the EDA's attorney and has been reviewed by PNMC Holdings as well as Frauenshuh Companies, to whom the responsibilities under the agreement are being assigned. RECOMMENDATION Approve the Ramp Management Agreement and authorize its execution by the President and Executive Director. 5051:GEN47 PU3LIC WORKS [FINANCE COMMUNITY UEVELUH. Executive Director APPROVAL APPROVAL APPROVAL APPROVAL APPROVAL ~ ./ Ch. . INED [OBTAINED [OBTAINED [OBTAINED [oerAi= J/V] p'' """""" I"""7 l'C'LI/ { ACTION: MOTION BY 2ND BY TO ----------- ----------- ------ 05727v94 17:59 @ 003 ) MA N A G E M E N T A G RE E M EN T BE TWEEN ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY AND PNM C HO LD IN G S 16/2 2024125 5/27/94 @ 04 · . s »err · ggggloom8Ulla@hggllllllJlAJJD PARKING RAMP MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT, executed thc day of June, 1994 _by and betwccn St. Louis Park Economic Development Authority, a public body corporate and politic (the "Authority") and PNMC Holdings, a Minnesota nonprofit corporation (the "Manager') WITNESS ETH; WHEREAS, Authority has entered into a Redevelopment Agreement dated_April 8, 1993 (the "Redevelopment Agreement") with PNMC Holdings in which the Authority has agrccd to construct a public parking ramp ("Parking Ramp"); and WHEREAS, Authority has entered into a ground lease with PNMC dated October I9, 1993._a copy of which_is attached as _Exhibit_A (the "Ground Lease,with respect to the parcel(s) of rcal property described in Exhibit B_attached hereto and depicted on Exhibit_C attached hereto togcther with the public parking ramp improvements to be constructed thereon (hereinafter collectively called the "Property"); and WHEREAS, Authority has agreed to enter into a contract with Man ager to manage the public parking ramp pursuant to the terms and conditions set forth herein; and WHEREAS, Authority desires to engage the Manager and the Manager wishes to contract with Authority as an independent contractor to operate, maintain and manage the Property, and the Manager dcsircs to accept such engagement, all subjcct to the terms and conditions of this Agrcement. NOW, THEREFORE, in consideration of the mutual agreements herein contai ned, the parties hereto hereby agree as follows: ARTICLE I ENGAGEMENT AND TERM Section 1.1. Engagement. Authority hereby engages the Manager as an independent contractor to operate, repair, maintain and manage the Property, and the Manager hereby accepts such engagement. on the terms and conditions hereinafter provided. The Manager agrccs to perform its duties hereunder in a_reasonably diligent, careful and vigilant manner. The services of the Manager are to be of a scope and quality not less than those generally performed by professional property managers of other comparable parking ramps in the Minneapolis Metropolitan area. The Manager shall make available to Authority the full benefit of the judgment, experience and advice of the members of the Manager's organization and staff and any permitted assignee or subcontractor's organization and staff with respect to 16/22024125 $/2794 the policies and activities to be pursued and carried out by Authority and the Manager, respectively, relating to the Property. Section 1.2. Term. This Agreement shall be in effe ct for a period of one (1) year, beginning as of the day the parking ramp is substantially completed and legally and physically capable of accepting cars for parking. This Agreement shall be automatically renewed for successive onc (1) ycar periods thereafter, subject, however, to termination pursuant to the provisions of Article VII, Secti on 1.3 . C ontin gency, This Agreement is contingent upon Authority completing construction of the Parking Ramp. If Authority fails to complete construction of the Parking Ramp prior to January 1, 1996, Authority, at its option, may terminate this Agreement by written notice to Manager. In such event neither party shall have liability to the other party resulting from this Agreement. ARTICLE 11 THE MA NAGER'S SERVICES .• PROPERTY MANAGEMENT ) Sectio n 2.1. D ut ies and A uthori ty. The Manager shall operate, repair, maintain and manage the Property as a public parking ramp and, in so doing, shall render services and perform duties (or cause such services or duties to be rendered and performed) as provided herein, and shall have authority and responsibility as follows: (a) PNM C Reimbursement. To promptly bill PNMC pursuant to the tern of the Ground Lease and diligently demand, collect, receive, and deposit into the Authority's parking ramp operating account (the "Operating Account") for any and all A amounts and other charges due from PNMC and otherwise duc the Authority with respect to the Property. Manager does not, however. guarantee collection of such amounts and charges. Manager shall be responsible for billing PNMC Holdings for charges which PNMC Holdings is obligated to pay under the terms of the Ground Lease, including, but not limited to (i) Operating Expenses (as defined in the Ground Lcasc); (ii) $150 ,000 per annum (prorated for any partial calendar year on a day-by-day basis and otherwise collected one-twelfth each month); (iii) any capital expenditures for the Property incurred by Authority at PNMC Holdings' expense pursuant to the terus of the Ground Lcase. From tire to time Authority shall determine the extent, if any, that Authority wishes to utilize the cscrow provisions for operating expenses set forth in Section 8,02 of the Ground Lease. Manager shall implement collection of such amounts at the direction of Authority. 16/22024125 $/2794 -2- 05/27v94 18:02 .. ®]f® (b) P arking Fees. To esta blish and collect _parking fees at rates and pursuant to procedures approved by the Authority and apply the net parking fees again st the _$150.000 annual charge to be paid by_PNMC to Authority pursuant to the Ground Lease. Manager may establish a program, subject to Authority's reasonable @pproval, whereby_Park N icollet Medical C enter's em ployees. patients or customers receive credits against such parking fees so long_as the amount gf such credits do no exceed $150.000 per year. (c) O perati ng Proc ed ures. To develop, implement and supervise procedures for the operation of the Parking Ramp which will assure the_reasonably safe and efficient parking of automobiles and other appropriate vehicles and the reasonably_safe passage of autom obile drivers and passengers throughout the Parking Ramp and skyways used for ingress and egress to the Parking Ramp. The word "reasonably" shall at a minimum mean that the above described operating procedures ar e not n egligent, are in compliance with all requirements of the law and mcct the stan dar ds of com par able parki ng ramps in the M inneap olis-St. Paul_metropolitan area. (d) User Complaints. To kcep users reasonably_informed of all rulcs regulations affecting the Property; and to receive, promptly consider, and act upo». » deny service requests by users, and to maintain systematic records showing the action taken with respect to each such request. Material complaints by usersgshall, after prompt and th orough investigation by the Manager, he reported in writing to the Authority with appropriate recommendations. (e) Maiten;ul©e and Repairs. Subject to any»title directives imposed by the Authority,with respect to specific issues, to cause the Parking Ramp, appurtenances and grounds of the Property to be maintained and repaired according to reasonable standards acceptable to the Authority, such maintenance to include, but not be limited to, (1) performing or causing to be performed interior and exterior cleaning, painting, decorating, plumbing, carpentry, roof maintenance, maintenance of heating, ventilating and air conditioning system s and such other normal maintenance and repair work as m ay be necessary : (2) performing such preventive m aintenan ce as may bee nccessary or desirable; (3) purchasing supplies, materials and scrvices; and (4) prepar ing contracts to be execute d by the Authori ty for utilities, vermin extermination. cleaning service and other necessar y an d advisable services. T he Manager is not auth orized to commit th e Authority to contr acts or costs unless approved in writing by the Authority _or in the approved annual budget (f) E m ploy and Superv ise E m ployees and/or Independent Contractors . To retain, employ, train, an d supervise such employees and/or independent cont ·"rs as are necessary for the operation, repair, maintenance and management of the Property and to discharge (or cause to be discharged) all persons unnecessary or undesirable to the operation. repair, maintenance and management of the Property. The Manager shall have in its employ at all times a sufficient number of capable D 007 ) employees and/or independent contractors to enable it to properly, reasonably, adequately, safely and economically manage, operate and maintain the Property. All matters pertaining to the employment of such employees and/or independent contractors are the responsibility of the Manager, which is in all respects to be the employer of such cmployces and/or the contractor with any independent contractors. At no time are the employees of the Manager and/or independent contractors and/or their employees to be considered employees or independent contractors of the Authority. The Manager shall fully comply with all applicable laws and regulations having to do with workers compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjccts. The Manager hereby represents and agrccs that it is and will continue to be an equal opportunity employer and will advertise as such. This Agreement is not one of agency by the Manager for the Authority, but one with the Manager engaged independently in the business of managing the Property as an independent contractor. The Manager sh a ll furn ish to the Authority, for the Authority's review, a schedule of personnel to be hired (including independent contractors), setting forth job titles, job descriptions and salary ranges. prior to any hiring or assignment of personnel to the Property (unless othcrwisc approved by the Authority in writing or approved in th& annual operating budget). The Manager agrees to give prompt attention and response to any complaint by the Authority that one or more of such persons are performing in an unsatisfactory manner, including any complaint that any such person is causing injury to the Property or to th e representative of the Property or to the Authority. (g ) Insurance. During the Term , Manager shall maintain or cause to be maintained at Authority's expense to be reimbursed by PNM C Holdings pursuant to section 6.01 of the Ground Lease: (i) (ii) comprehensive general liability insurance w ith contractual lia b ility coverage, property damage insurance, comprehensive auto liability insurance. and garage keeper's liability insurance, with Authority and PNM C Holdings named as insured or additional insureds as the case may be, in amounts of not less than $10,000.000 combined single limits, which minimum amount shall be subject to review and adjustment by Authority every five ycars, insuring against claim s for personal injury or death or property damage occurring upon, in, or about the Property; during any construction, alteration, or repair of the Parking Ramp, builders risk insurance, workers' compensation and employer's liability insurance within statutory limits covering all persons employed in connection with such work; (iii) insurance on the Parking Ramp naming PNMC [Joldings, the A uth ority, and any mortgagees as insureds as their respective interests may appear, 16/2 2024125 5/2794 -4 - @] 008 es » so'r- IQ]Ill, insuring against loss by fire and other hazards covered by the so-called "all-risk" form of policy without a co-insurance clause in an amount equal to the full insurable replacement value of the Parking Ramp, and providing that payment for losses shall be made as set out in Article 8 of the Ground Lease and shall not be reduced on account of any act or negligence of Authority; (iv) Such other insurance including, but not limited to, flood, earthquake, collapse and/or sinkhole coverages, as may be desirable or requested by the Authority, required by applicable law, or by any mortgage, deed of trust or other security agreement covering all or any part of the Property. (v) Additional provisions providing $1,000,000 coverage for removal of contaminated cquipment and/or hazardous chemicals contained within said cquipmcnt to approved disposal sites shall be considered and obtained if necessary or appropriate. Such policy shall be in the name of the Authority and shall contain a written provision that the Authority, or any other party designated by the Authority, and the Manager shall be given thirty (30) days' prior written notice of cancellation or reduction of coverages. Deductibles and/or sclf-retention programs under any of the policies above Twenty Thousand Dollars ($20,000.00) per occurrence shall be discussed with and shall be subjcct to approval by the Authority. All insurance under this Agreement shall be cffccted under valid and cnforccable policies issued by insurers of recognized responsibility licensed to do business in the State of Minnesota. Such insurance may be effected by a blanket insurance policy or policies covering other property. Each policy shall provide that no cancellation or material reduction in coverage shall be effective without at least 20 days prior written notice to Authority and PNMC Holdings. Landlord and Tenant hercby waive all rights of action against the other to the extent of any losses or claims covered by any insurance policy under this Agreement. The Manager shall promptly investigate and make a full written report to the Authority and the insurance carrier(s) as to all alleged accidents and/or alleged claims for damages relating to the ownership, operation, management and maintenance of' the Property, as well as (and including) any damage or destruction to the Property and the estimated cost of repair. All such reports shall be filed with the Authority promptly and any report not so filed within ten (10) days after the occurrence of any such accident, claim, damage or destruction shall be noted in the monthly report delivered to the Authority. The Manager shall acquaint itself with all terms and conditions of the policics and cooperate with and make all reports required by the insurance 16/22024125 5/2794 .5- )· ..... ·_ .• carrier(s) and shall do nothing to jeopardize the rights of the Authority and/or any other party insured under said policies. The Manager shall provide the Authority with an annual written review of th insurance program including, but not limited to, such areas dealing with the adequacy of the various limits of liability and coverages. The Manager shall make such recommendations to the Authority as to any changes deemed advisable or necessary, but the Manager shall not vary or change any portion of the insurance program required by the Authority, without prior written approval of the Authority. (h) Government and Mortgage Compliance. To comply with, and cause the Property to be maintained, used and operated in compliance with, all present and future laws. ordinances, orders, rules, regulations and requirements of all Federal, state and municipal governments and courts;any national or local Board of Fire Underwriters, or any other body exercising functions similar to those of any of the foregoing which may be applicable to the Property_and which_reasonable and customary inspections would disclose to the Manager, and to obtain all ncccssary certificates of occupancy, licenses and/or operating permits, if any, for the Property. The Manager, at the Authority's direction, shall also comply with, and cause the Property to be maintained, used and operated in compliance with, all terms, covenants and provisions contained in any deed of trust, mortgage or other security agreement, operating agreement or other agreement now or hereafter encumbering or affecting the Property or any portion of the Property and any security agreement now or hereafter encumbering or affecting the Property or any portion of the Property and any security agreement now or hereafter encumbering or affecting the personal property of the Authority located at the Property or any portion thereof, and the _official delivery to the Manager of any such document or agreement shall be deemed to bc adcquatc direction by the Authority. A ll w ork undertaken in compliance w ith this subparagraph shall be at the expense of the Authority. Any expense in excess of $500 shall be preapproved ir writing by the Authority. Manager understands that the Authority intends to obtain reimbursement of all such costs from PNMC Holding under the terms of the Ground Lease. (i) Payment of Taxes, Debt Service and Other Expenses. The Manager shall obtain and review the appropriateness of any and all bills for real estate and personal property taxes, if any, improvement assessments and other impositions applicable to the Property which are or may become licns against the Property and rccommend to the Authority either th e payment of or th e appeal of such tax, imposition or assessment which the Manager, in its best judgment, deems appropriate. To the extent any funds are available and unless otherwise directed by the Authority. the Manager shall cause to be paid all bills in such time so as to avoid any penalty for late payment and to take advantage of any discounts. The Manager shall cause to be 16/22024125 5/2794 (D 010 paid all payments on account of any ground lease, mortgage, or other security instrument (including required escrows of taxcs and/or insurance premiums, if any), encumbering all or any portion of the Property which Manager received a copy of, and all operating expenses (provided they are approved budgetary expenditures) and all other authorized expenses relating to the operation,_repair and maintenance and management of the Property. (j) The Manager's Acceptance of the Property. The Manager shall immediately ascertain the general condition of the Property, and shall cause an inventory to be taken of all furniture, office equipment, material supplies, maintenance tools, supplies and any other major equipment or material belonging to the Authority or the Property. A written report of the foregoing items shall be delivered within thirty (30) days from the date hereof to the Authority and such report shall be an acknowledgement that the Manager accepts delivery and responsibility for the items and in the condition listed. (k) The Manager's Orientation. In order to facilitate efficient operation, the Manager will educate itself with respect to the layout, construction, location, character, plan and operation of the lighting, heating, plumbing and any other mechanical equipment and systems in the Property. Copies of guarantees and warranties pertinent to the equipment of the Property in force at the time of execution of this Agreement, if available, shall be furnished to the Authority, and the Manager, upon the Authority's written approval, will obtain or have prepared at the Authority's expense such plans and specifications necessary for the operation of the Property, and will be responsible for their safekeeping., The Manager will further be responsible for copies of construction plans and drawings furnished or provided throughout this Agreement and will provide copies at Authority's request. (I) Construction. Subsequent to completion of the initial construction of the_Parking Ramp,Manager shall, on behalf of the Authority and at the request of the Authority, cause to be obtained bids, and direct, monitor and review the construction and completion of any required alterations, additions or improvements to the Parking Ramp on the Property or any portion thereof and report the same to the Authority. Manager shall be entitled to any additional fee for construction management services equal to _5% of _such construction costs which _shall be paid within thirty (30) days of the completion of the construction project. Manager shall seek reimbursement of such fee _from PNMC Holdings under the Ground Lease terms and conditions. (m) Inspections. Manager will conduct a general inspection of the Property not less than every other month to ascertain the general conditions of the grounds, interior and exterior or Parking Ramp and shall report the results of such inspections to Authority. 16/22024125 5/2794 .7- (n) H azardous Substa nces , M anager acknowledges th at th e imp roper storage and use of hazardous substances on or about the Property can substantially reduce the value of the Property and create significant liability for the Authority Manager agrees not to store or use hazardous substances on the Property without the prior written permission of the A uth ority, to inspect for hazardous substances w hen it conducts its general inspections and to report the presence of such substances to the Authority. The Authority shall not unreasonably w ith hold perm ission LO store Or use hazardous substances on he Property provided ihat such substances are commonly used in the operation of parking_ramps and nonhazardous substitute products a[g [1OE_ practical. If the Authority authorizes the use QI storage of hazardous substances on the Property, Manager agrees to develop a written program with the Authority and any necessary environmental consultant w hereby (i) th e use, storage, and disposal of such substances is regulated and monitored in accordance with legal, lender or owner requirements and (ii) an cmergency clean up procedure is developed to properly, immediately, and legally clean up any spill, leak or other deposit of hazardous substance which violates the law, financing on the Property or otherwise potentially or actually devalues the Property or potentially or actually creates liability for Authority. For purposes of this paragraph hazardous substances shall mean (i) any substance which is regulated by an environmental law or regulation, (ii) any substance which the Property mortgagor or lenders generally prohibit from being on the Property or require regulation of its usc, storage and disposal. It is acknowledged that Manager is not an environmental cnginccr but Manager will bring all relevant facts and situations to the attention of Authority so that Authority may employ such environmental cxperts as Authority deems appropriate. A (o) Indemn ity. The Manager shall indemnify, defend and hold harmless Authority from any claims. demands, legal actions, damages, interest, penal ties, costs and attorneys' fees resulting in whole or part from the negligent act or omission of the Manager in performing its duties pursuant to the terms of this Agreement. The Authority shall indemnify, defend and hold harmless Authority from any claims, demands, lcgal actions, damages, interest, penalties, costs and attorneys fccs resulting in whole or par from the negligent act or omission of the Authority in performing its duties pursuant to the terms of this Agreement. (p ) P ublic B id R equirem ents. Manager shall verify with Authority which expenditures made on behalf of the Authority require an award based on a public bid process and shall implement such process whenever required. . . l· .·. • .. :·~·· . . . + % 4.+', 16/22024125 5/2794 -8- '0 5727 94 18:07 lll]]llllllllggglglls w vwvo» ._, ARTICLE Ill TH E M AN A G ER 'S RE PO RTIN G AN D ACCOUNTING OBLIGATIONS Section 3.1. Books and Records. The Manager shall maintain complete and accurate books, records and accounts of all costs and cxpcnscs incurred and all income an receipts received in connection with the operation of the Property. The books and record: regarding thc Property shall be kept in such manner and detail as the Authority shall requ. and shall be sufficient to form a basis for all reports required to be given under this Agreement. The Authority and persons designated by the Authority shall at all times have access to, and the right to audit and make independent examinations of, all records, books accounts, and all vouchers, files and other materials, pertaining to the Property and this Agreement. The Manager agrees to keep all of the aforesaid safe, available and separate t any records not having to do with the Property, at a place recommended by the Manager : approved by the Authority. All such material shall be retained by the Manager for a peric of no less than three (3) years, or until this Agreement is terminated, whichever is the firs. occur, and then delivered to Authority. The obligations of Manager pursuant to this Sectic 3.1 shall survive the termination of this Agreement. Section 3.2. Inventories and Reports. The Manager shall prepare. kccp c. ent submit to the Authority as the Authority shall from timc to time rcqucst: (a) an inventory the Authority's cquipmcnt and personal property at thc Property; (b) a description of all cvents that occurred during the month then cndcd that might have an effect on the Propert; or the Authority's interest in the Property including, but not limited to, claims or alleged claims of any nature which are not covered or may be disputed under insurance policies; a (c) such other reports as the Authority shall reasonably request in connection with the operation and management of the Property. In addition, the Manager shall prepare and submit to the Authority at least seventy-five (75) days prior to the commencement of each calendar year a budget showing projected expenses at the Property, projected income from Property, including payments and rcccipts under the Ground Lease and proposed capital improvements and repairs. Section 3.3. Reports. The Manager shall prepare and deliver to the Authority: (a) The following reports within fiftccn (15) days after the end of each calendar month (to be presented with_periodic and ycar to date information): (i) Operating Statement Cash Basis (including a comparison of actual vs. budget); (ii) Statement of Operating Receipts (including a comparis actual vs. budget: and -{£ 16/22024125 5/2794 .9. @ o13 (iii) Statement of Disbursements (including a comparison of actual vs. budget). A (iv) A narrative report of significant variances (ie,, a variance of five percent (5%) and $100 or more) betwccn any approved operating budget line item and actual expenditure for such item, with detailed explanations); (v) A detailed statement of capital expenditures for the month: (vi) A descriptive, qualitative report of the activities of the Property identifying existing areas of concern and recommended courses of action; (vii) A report of any items noted or discovered in Manager's general inspections of the Property; and (viii) Such other reports as the Authority shall from time to time request in connection with the operation and management of the Property. If Manager and Authority agree that neither monthly receipts nor monthly disbursements are likely to exceed an average $5,000/month, the above referenced reports need to be made once every six (6) months, namely on July 1 and January 1 of each calendar year, until such time as either receipts or disbursements average in excess of $5,000/month for three consecutive months. (b) Within sixty (6l) days after the end of each insurance policy term, renewal policies, evidence of payment and/or financing, and loss inform ation for the preceding policy term. Section 3.4. Management Plans, Budgets. The Manager shall prepare (at the Manager's own cost and cxpensc), and shall submit to the Authority for the Authority's review and approval, a one (l) year management plan which will include an operating budget, on a cash basis, and a capital expenditure budget, on a cash basis. for the operation, repair and maintenance of the Property. Said plans shall set forth on a month-to-month basis all expected income, operating expenses, working capital and other necessary reserves and capital requirements for such year(s) in connection with the operation of the Property. Each management plan will include an operating budget and a capital expense budget as integral parts and shall identify capital expenditures expected to cost in excess of $LOO.000 which Manager anticipates may_need to be_incurred during the subsequent three year period. Te Authority shall receive a final management plan by July l, 1994, and each of the subsequent proposed management plans (including proposed budgets) no later than January 30th of each succeeding calendar ycar, all in accordance with the Authority's requirements. The Authority 16/22024125 5/2794 .10- " "% » % "," .4 + Executive Director will consider the proposed management plans (including proposed budgets) and then will consult with the Manager in the cnsuing period prior to March 30th ot each calendar year in order to agree on an "Approved Management Plan" (which will include an "Approved Operating Budget" and an "Approved Capital Budget), such Approved Operating Budget and Approved Capital Budget being the "Approved Budgets"). The Manager agrees to use due diligence and to employ its best efforts to ensure that the actual costs of maintaining and operating the Property shall not cxcccd or deviate from the Approved Management Plan (or cither Approved Budget) pertaining thereto either in total or in any one accounting category except as provided herein. The Manager shall provide the Authority with a monthly and year-to-date budget-to-actual comparison report, subject to change from time to time as the Authority may require, and shall sccure the Authority's prion written approval for any expenditure that will result in an excess of five percent (5%) of the annual budgeted amount by line item of the Approved Operating Budget. During the calend: year, the Manager agrees to inform the Authority of any major increases in costs and cxpcnses that were not foreseen during the budgct preparation period and thus were not reflected in either the Approved Management Plan or the Approved Budgets. The Manager shall not be liable for any error in estimating income, costs, or expenses, but shall be require: to exercise due care in preparing such estimates. Section 3.5. Audits. The Authority reserves the right to conduct an examination of and to audit, without prior notification, the books and records maintained by the Manager. Such examinations and audits may be performed at the Property or at any other place where such books and records are maintained, including the Manager's general or regional offices. Should the audit discover weaknesses or crrors in recordkccping, the Manager shall immediately correct the samc and shall promptly inform the Authority in writing of the actio. taken to correct the same. Audits conducted by the Authority or its dcsignces shall be an expense of the Authority. Section 3.6. Meetings with the Authority. The Manager shall be available for annual meetings at St. Louis Park City Hall with the Authority to discuss the management activitics to be conducted by the Manager hereunder. The Authority shall have the right to call more frequent meetings with the Manager but _not more often than one per month unless there are emergency circumstances involved, ARTICLE IV LIMITATIONS ON THE MANAGER'S AUTHORITY; CONTRACTS Section 4.1. Limitations Specified. Notwithstanding any other provision of this Agreement, the Manager shall have no authority to take any of the following actions, except upon the prior written approval of the Authority: (a) Land Acquisitions. The Manager shall not acquire any property or interest therein on behalf of the Authority. 16/22024125 5/27/94 -1l- 05/27/94 18:09 @ 015 (b) Sale or Encumbrance of the Property. The Manager shall not sell or otherwise transfer or mortgage any part of the Property or allow the placing or suffering of any other encumbrance on the Property or any part thereof. (c) E xpenditures and Emergency Repairs. The Manager shall not incur any obligation for any item or transaction or group of similar items or transactions w ith out the pri or written approval of the Auth ority. However, eme rgency repairs im m ediately necessary for the preservation of the Property and safety of othe r persons at the Property if the M an ager shall be unable to communicate promptly with the Authority, may and shall be made by the Manager, provided the Manager notifics the Authority in writing within twenty-four (24) hours th ereaf ter of the em ergency, the circum sta nces surr ounding the em ergency, the proposed course of action and the probable cost therefor. (d) C ontrac ts . Every contract authorized pursuant to this Agreem ent (i) shall be for a term not exceeding one (l) year, (ii) shall be terminable by cither the Manager or the Authority, for any reason, without penalty, cither at will or within not m ore than thirty (30) days, and (iii) shall be subject to the Authority's prior written approval. Manager shall identify all contracts proposed with any partner, officer, cmploycc or Affiliate of the Manager. Any of the various insurance policics cov eri ng the Property may not be procured through the Manager or its Affiliate and the M anager or its Affiliate may not receive fees or com m issions for procuring such in surance without the Manager first obtai ning the prior written consent of th e Authority in each instance. (e) Wh e n B id s are R equ ired . The Manager shal l not propose any single expenditure in excess of Two Th ousand Five H undred Dollars ($2,500.00) for repairs, replacements, alterations or improvements to or of the Property or the equipment thercon, without first obtaining bids from at least two (2) contractors for the work to be perform ed, except in those cas es in which, in th e best judgm ent of the Manager, an em ergency (as described in clause (c) of this Section 4.1) necessita tes so doing before any such bids for the prior approval of the Auth ority can be obta ined. When taking bids or issuing purchase orders, the Manager shall act at all tim es under the direction of, and subject to the approval of, the Authority and shall secure and credit to the Authority all discounts, rcbates or commissions obtainable with respect to purchases, service contracts , m ai ntenance and repair work or oth er transactions made on the Authority's bchalf. (f) C ertifi ca tes from C on tractors . The Manager shall obtain from each contractor engaged by it to perform work on th e Property a certificate of insurance proving that the contractor possesscszin amounts specified by Authority liability and worker's compensation insurance coverage and that such policies are in force during the time pe riod of the work to be performed on site. Upon completion of work by 16/22024125 5/2 794 -12- s e e so ogtRNA contractors, the Manager will obtain lien waivers for repairs and improvements in excess of One Thousand Dollars ($1,000.00) in a form satisfactory to the Owner. (g) Adverse Effect. Th e Manager shal l not ma ke any other dccision or take any action which may materially and adversely affect the Property or the operation thereof. Sec ti o n 4.2. A uthori ty S bjec t to R evoca tion. Th e Manager shall (notwithstanding anything to th e contrary herein set forth) have no authority to take actions hereunder w hich arc contrary to written instructions of the Authority delivered to the Manager after the cxecution of this Agreement. #The authority to perform specific functions granted to and specific obligations imposed upon the Manager in this Agreement may be revoked by the Authority at any time with or without cause, but such revocation _shall not be so comprehensive as to deprive Manager of the benefits of this Agreement except as a result of termination _of _the_Agreement pursuant to_Article VIL.. A ARTICLE V COSTS AND EXPENSES; ACCOUNTS AND RESERVES Section 5.1. Operating Expenses. Except as otherwise expressly provided hercin, the Authority shall be responsible for the payment of all costs of operating and managing th Property. To the cxtent that funds arc available, the Manager shall prepare payment vouchers to be paid by Owner from the rents and receipts generated by operation of the Property. The Manager shall not be obligated to advance any of its own funds to or on account of the Property. In the event, however, that the Authority's share of such rents and receipts do not generate sufficient funds to pay al l such costs, the Manager shall prom ptly notify the Authority and the Authority shall advance funds to the Manager to pay such deficiency, or otherwise instruct the Manager as to the application of existing funds. Section 5.2. The Manager's Costs. In addition to those costs which are expressly provided herein to be paid by the Manager, the Manager shall be responsible for and bear the burden of the payment out of its own account of all general administrative costs relating o the maintenance of any offices other than at the Property, which costs shall include, by the way of example, maintaining the Authority's general ledger and cash receipts and disbursements ledgers and other bookkeeping costs. all labor costs relating to employees and/or independent contractors or officers of the Manager operating out of its central officc and off-site general administrative overhead costs. The Manager will employ adequate personnel to professionally manage the Property. The cost of such employees, including wages, payroll taxes, group and disability insurance, worker's compensation, and bank payroll fees, shall be paid by the Manager. 16/22024125 52794 .13- omoo »so» Ills e r pl{gill]lllJJAQlJlg2gg )-·· S ection 5.3. Es tablishment of Operating Account. The Manager shall prompt] deposit all income and other receipts rcccived from the operation of the Property, other th: te nan t security deposits, in a commercial checking account (hereinafter called the "Operati: A cco u n t "), interest bearing if available, at su ch bank as the Authority shall designate or approve. All funds in the Operating Account shall at all times be and remain the property thc Authority and shall be indicated as such on the records of the bank. Interest on the O pe rati ng A ccount will accrue to the benefit of the Authority. No other funds shall in any w ay be commingled with the funds in the Operating Account. S ec ti o n 5.4 . A p plicati on of O peratin g A ccount F u nd s; R em ittance to th e A uthori ty . The Manager is not authorized to withdraw funds from the Operating Account behalf of the Authority but shall prepare vouchers or pay m e n t requests on a monthly basis. Within fifteen (15) days after the end of each calendar month, the Manager shall send to th Authority a copy of the reconciled bank statement for the Operating Account for the immediately preceding calendar month, and upon Authority's specific request, a copy of al checks thereon. Authority shall promptly pay approved vouchers in accordance with Authority's normal payment procedures. ARTICLE VI CO MP EN SA TI O N Sec tion 6.1. Th e M anager's Fee s. The Manager shall rcccivc, in full payment o all services performed under this Agreement, a fcc for cach month in which this Agrccmcn. shall bc in cffcct, in the amount Of Sucl fees shall be payable on or before the fiftccnth (15th) day of the immediately succeeding month, and subject to Article VII, shall be deducted from the funds of the Property as an operating expense. Such fee shal l be prorated for any portion of a m onth for w hich this Agreement shall be in effect. N otw ithstan ding the foregoing, such fees shall be payable on to the extent Authority is actually reimbursed by PNMC for such management services. A R TI C LE VII TERM IN A T IO N Section 7.1. Termination With Cause. This Agreement may be terminated by th Authority for cause: (a) upon three (3) days' prior w ritte n notice to the Manager for reason: of malfeasance/\(h) upon thirty (30) days' written notice for reasons of material poor performance relative to thc operation of other parking ramps in the Minneapolis St. Paul Metropolitan Area. If the Authority wishes to terminate for such poor performance prior to giving such thirty (30) days' notice, the Authority shall first give Manager written notice ol such poor performance, review such poor performance issues with Manager, and give Manager six (6) months grace period to corrcct such dcficicncics. If Manager in the Authority's judgment fails to correct such deficiencies or corrects such deficiencies but sac! 16/22024125 5/2 79 4 -14- 0572794 18:11 2jg deficiencies reoccur within two (2) years of the notice, the Authority may terminate the Agreement with the aforesaid thirty (30) days' written notice. This Agreement may be terminated by Manager for any of the following reasons by giving Authority thirty (30) days written notice: (a) lack of funding, (b) unreasonable requests for service levels, (c) Authority's failure to approve budgets, payment requests or other reasonable requests within a timely period. Upon termination of this Agreement, Authority shall not be liable to Manager for fees relating to time periods subsequent to the effective date of termination. Section 7.2. Sale, Destruction or Taking. In the cvcnt that the Property is sold, by foreclosure or otherwise, or in the event of a substantial casualty to the Property_which_is not repaired or rebuilt or in the event of the taking of any portion of the Property through condemnation procccdings, the Authority may terminate this Agreement upon thirty (30) days' prior written notice to the Manager. Section 7.3. Final Accounting. At the time that this Agreement expires or is terminated, for whatever reason, the partics shall cause a final accounting to be made of all transactions theretofore completed. An y amount then owing to the Manager, either for reimbursement of expense or on account of its fces hereunder, shall be paid to the Manager; provided, however, that in the event this Agreement is terminated by the Authority for cause, the Authority shall have the right to offset against and deduct from all sums then or thereafter due and owing to the Manager all damages, losscs, costs and expenses (including attorneys' fees and disbursements) incurred by the Authority by reason of such cause, together with interest thereon at the lesser of twelve percent (12%) per annum or the maximum rate per annum permitted by applicable law. Upon termination, all books, records, leases, contracts, and all other documents and materials relating to the Property which are in the Manager's possession shall be immediately delivered to the Authority. The obligations of Manager under this Section 7.3 shall survive termination of this Agreement. Section 7.4. The Manager's Obligations After Termination. Within five (5) da y s of any termination, expiration or cancellation of this Agreement, the Manager shall: (a) Surrender to the Authority, or its nominee or designee, custody and possession of the Property, as well as all kcys; (b) Deliver to the Authority, or its nominee or designee, all leases, books, documents, plans and specifications, records and reports with respect to the Property, all personal property, all materials and supplics and all funds in its possession belonging to the Authority or received by the Manager pursuant to the terms of this Agreement or the leases or any other instrument or agreement; (c) Assign, transfer or convey to the Authority all service contracts and other personal property relating to or used in the operation and maintenance of the 1 6/2 202 412 5 5/2794 -15- 18:12 @019 Property, except any personal property which was paid for from its own funds and is owned by the Manager; (d) The Manager shall, at its cost and expense, remove all signs that it may have placed at its own expense without prior written approval of the Authority on the Property indicating that it is the Manager of the same and replace and restore any damages resulting therefrom; (c) The Manager shall for a period of sixty (60) days after such expiration or cancellation, makc itself available to consult with and advise the Authority or such other person or persons regarding the operation and maintenance of the Property; ) (f) Upon any cancellation or expiration of this Agreement, the obligations of the parties hereto shall cease as of the termination date, excepting that the Manager shall comply with the applicable provisions of this Section 7.4, and Manager and Authority_shall remain liable for any continuing obligations or liabilities under this Agreement, and shall be entitled to receive any and all compensation which may be due it hereunder at the time of such cancellation or expiration; (g) Upon the cxpiration or termination or cancellation of this Agreement, the Manager shall render a full account to the Authority and shall deliver to the Authority a statement outlining in detail all management, leasing or other fees due or claimed to be due to the Manager hereunder, and shall cause all funds held or controlled by the Manager relating to the Property to be delivered upon demand to the Authority. In the cvcnt the Authority concurs with the Manager's statement of the fees due to the Manager. the Authority shall promptly pay the Manager such fccs. which payment shall be made not later than fifteen (15) days after rcccipt of the Manager's statement. However, if the Authority does not concur with the statement of the Manager's fees, the Authority shall promptly pay the Manager the amount the Authority does not dispute. By this provision the Manager, intending to be legally bound, expressly waives any right it may have to set off its claim of fccs against any of the Authority's funds it may hold. ARTICLE VIII MISCELLANEOUS Section 8.1. Notices. All communications, notices, approvals, consents and demands of any kind which either party may be required or desire to give to or serve upon the other party shall be made in writing, and shall be dclivercd by personal service to an officer (or general partner) of the other party, or sent by registered or cerificd mail, .postage prepaid return receipt requested, to the following addresses: 16/22024125 5/2794 -16- 2 020 If to the Authority:; St. Louis Park Economic Development Authority 5005 Minnetonka Boulevard St. Louis Park, MN 55416 Attn: Executive Director If to the Manager: 'PNMC Holdings 3800 Park Nicollet Boulevard St. Louis Park, MN 55416 Attn: Vice-President Any notice shall be dccmcd given when received and if such notice is sent by mail or if delivery is not accepted, it shall be presumed to have been received by the addressee seven (7) business days after posting in the United States mail. Either party may change its address by giving the other party written notice of its new address as herein provided. Section 8.2. Assignment. The Manager shall have no power or right to assign any monies due to it hereunder or to delegate any of its obligations or responsibilities hereunder to any other person, firm or corporation without the prior written consent of the Authority, provided that the Manager may_subcontract with Frauenshuh Companies, or an affiliate _thereof, to provide some or _all of the services required hereunder. Section 8.3. Qualifications of the_M anager. The Manager hereby represents and warrants to the Authority that it is qualified to do business in the state where the Property is located and possesses all licenses including, without limitation. broker's licenses, and other qualifications, if any, required by all governmental authorities for the Manager to exercise all the functions set forth in this Agreement. Section 8.4. Parties are not Partners; No_Agency; Interests. It is the intention of the parties hereto that the Manager shall be, and remain, an independent contractor. The parties do not intend and nothing contained herein shall be deemed to create a partnership, co-tenancy, joint venture or agency of any kind. Neither the Manager nor any of the Manager's officers, directors and sharcholdcrs shall be dccmed to havc any, and hereby specifically acknowledge that it and they have no, ownership or equity interest in the Property by virtue of this Agreement. Section 8.5. Attorney's Fees. In the cvcnt of any action between the Manager and the Authority seeking enforcement of' any of the terms and conditions of this Agreement, or in connection with the Property, the judge, in his discretion, shall be entitled to award the prevailing party in such action, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including, but not limited to, taxable costs and reasonable attorneys' fees. Section 8.6. Liability of the Authority. The Authority's liability arising under and by virtue of this Agreement shall be limited to and restricted by the Authority's interest in the 1622024125 5/27594 -17- 18:14 @ 021 Property, the rental income therefrom an d the proceeds of any sale or financing thereof, and the Authority shall not be held to personal liability under this Agre em ent. nor shall resort be madc to an y of the property other than the Property for the satisfaction of an y claims under this Agreement. Section 8.7. Force Majere. Neither M an ager nor Authority shall be liable for failure to perform its obligations under this Agreem ent due to war, riots. civil commotion, strikes, labor disputes, embargoes, natural disasters or any cause beyond its control, cxcept to the extent such matters are reasonably anticipatable and capable of mitigation given such an ticipation. Section 8.8. Entire Agreement; Amendments. This Agreement and the terms incorporated herein contain all of the agreements of the parties hereto with respect to the matters contained herein, and no prior agrccmcnt or understanding pertaining to any such matter shall be effective. No provision of this Agreement may be amended or modified ir an y manner whatsoever except by an agreement in writing signed by each of the part ies hereto. ) Section 8.9. Captions. Captions to articles, sections and paragraphs of this A greem ent are not a part of this Agreement an d shall not be deem ed to affect th meaning or construction of any of its provisions. Section 8.10. Severability. If any te rm or provision of this Agreement or the application thereof to an y person or circumstance shall to any extent be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such terms or provisions to the person or circumstan ces other than those as to which it is held invali d or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. Section 8.11. Governing Law. This Agreement shall be construed in accordance with the substan tive laws of the state of Minnesota. J 16/22024125 5/2794 -18- @ 022 IN WITNESS WIIEREOF, the partics hereto have executed this Agreement as of the date first above written. AUTH ORI TY St. Louis Park Economic Development Authority By _ Its President []f] [)Va»ww»»J»» Its Executive Director MANAGER By _ l . A[](] [yam- IIB----------------- EXHIBIT LIST: Exhibit A Exhibit B Exhibit C Ground Lcasc Legal Description of Property Depiction of Property 16/22024125 5/2794 -19- L g2 » E X H IB IT A G R O U ND L EA S E 16/22024125 5/27/94 -20- 05727794 18:16 • @024 EXHIBIT B DESCRIPTION OF,PROPERTY 16/22024125 5/2794 -21- 3 -553 .- ... ~. '} EXHIBIT C DEPICTION OE, PROPERTY 16/22024125 5/2794 -22- REQUEST FOR EDA ACTION June 6, 1994 o [AGeoAsEcTO?Reports [opicmamnabEPAmntig DATE ---------- NO. 5 ITEM: NO. Community Development .~ .. .....;•·-·"...,;u ....... .., 4'---v,;.J..U.f:Hllt=ll-. APPmVED: Agreement With Frauenshuh David Relating to Fast Food Restaurant } Hagen BACKGROUND Section 12.3 of the Redevelopment Agreement with Frauenshuh Companies provides for modification in certain cases. Frauenshuh Companies is proposing to lease part of the site it is buying from the EDA to McDonalds Corporation and pursuant to McDonald's request is requesting that the Redevelopment Agreement be amended to: lt) allow McDonald's as the lessee to receive any insurance awards in case of loss 2o) to not require the McDonald's building to be reconstructed in the event that destruction occurs to it (the tax increment would continue to be received) 36) to provide for McDonald's to receive condemnation award attributable to alterations and improvements on the that are taken in condemnation. the part of any the buildings McDonalds' site Attached is a proposed amendment to the Contract for Private Redevelopment that would accomplish this. This draft of the agreement has not been reviewed by the EDA's attorney. RECOMMENDATION By motion, approve the proposed amendment and authorize its execution by the President and Executive Director, subject to approval by the EDA's attorney. 5052:GEN47 PU8L IC WORKS APPROVAL {OBTAINED FINANCE APPROVAL OBTAINED COMMUN1 I Y UEVELUH. APPROVAL OBTAINED APPROVAL OBTAINED Executive Director APPROVAL OBTAINED ACTION: MOTION 8Y 2NDBY TO ------------ ------------ ------ SEN T BY :X erox Te /e copier 7020 3- 2-34 10 0 1 312 54225 7 0- ±;5 3 AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT BY AND BETWEEN THE ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY AND FRAUENSHUH COMPANIES ) THIS AMENDMENT is entered into this d ay of June, 1994, by and between The St. Louis Park Economic Development Authority ("Authority") and Frauenshuh Companies ("Redeveloper"). WHEREAS, Authority and Redeveloper are partles to a Contract for Private Redevelopment ("Agreement"), dated April 8, 1993 as amended; and WHEREAS, Redeveloper has the option under the Agreement to acquire Lot 7, Block 1, Tower Place (the "Demised Premises"); and WHEREAS, DRF Park Village Limited Partnership, an afflllata of Redeveloper, as Landlord, has entered into a Ground Lease dated. 1894 ("Ground Lease") with McDonald's Corporation ("McDonald's"), as Tenant, which provides for McDonald's to construct a building and other improvements on the Demised Premises; and WHEREAS, the Ground Lease requires McDonald's carry the insurance on the buildings on the Demised Premises and provides that In case of loss the proceeds of such insuranos shall be paid to McDonald's without obligation to rebuild such buildinga; and WHEREAS, the Ground Lease provides, In the event of a taking or condemnation of the Demised Premises, that any portion of the award or other compensation which ls attributable to the buildings and Improvements on the Demised Premises shall be pald to Mcdonald's without obligation to rebulid; and WHEREAS, McDonald's may elect to finance construction of the bulldlngs and Improvements on the Demised Premises directly or through an affiliate, and thus Its position as to the insurance and condemnation provisions of the Agreement are simllar to that of a first mortgagee; and WHEREAS, Section 12.3 of the Agreement provides for modiflcatlon of the Agreement for the benefit of a holder of a mortgage or other security Interest with respect to the disposition of the proceeds of a condemnation award or insurance and in order to protect and accommodate the interests of such holder; and WHEREAS, Mcdonald's has agreed in the Ground Lease to pay as ad valcrem real estate taxes an amount not less than $46,440 per annum so long as the Demised premises are subject to the obllgatlons regarding payment of taxes or payments In lieu thereof or tax guaranties under the Agreement, and has agreed that the Authority ls a third-party beneficiary to such obligations and may directly take actlon to enforce such obligations; and frauensh\am_cont.01 05/24/94 4 SENT BY·Xerox Te/ecoier 7020 d- 2-3± 10502 % G12342207- WHEREAS, the Authority has determined that this Amendment will adequately protect the legitimate interests and security of the A uth ority with re spect to the Redevelopm ent Project and recovery of the amounts expe nded by the Authority pursuant to the Agreement. N O W, THEREFORE, in consideration of the mutual covenants herein contained, the parti es agree to arand the Agreement as follows: 1, Section 12.4 shall be added to the Agreement and shall read as tollowa: Secti on 12.4 Mc D onald's Gro und Leasg. Notwi thstanding anything In this Agreement to the contrary, so long as that certain Ground Lease dated 1994, between DRF Park Village Limited Partnership and McDonald's Corporation (with its successors and assigns, the "Ground Lessee") remains in effect as to Lot 7, Block 1, Tower Place (the "McDonald's Site"): i (a) the nat proceeds of any insurance relating to the damage or destruction of a Project Element on the McDonald's Site shall be payable in case of loss to the G ro und Lessee; and (b) neither th e Redeveloper, the Gro und Lessee, nor any other tenant or subtenant sha ll be required to repair, reconstruct or restore any Project Element on the Mcdonald's Site upon any such dam ag e or destruction (but Redeveloper shall nonetheless cause the McDonald's Site to be restored as pro vided in Section 12.1(f(l) and ahall continue to be responsible for timely payment of the Redeveloper's Promised T'ax and Tax increment associated with the McDonald's ) Site as provided in Secti on 12.1(f(ii); and (c) if the whole or any part of the McDonald's Site and the Project Elements thereon is taken or condemned by any competent authority for any public use or purpose, or purchased under threat of any such taking or condemnation, the Ground Lessee shall be entitled to that portion ef the award or other compensation wh ich is attributable to the buildings, alterati ons and improvements on the McDonald's Site which are taken or condemned, and neither the Redeveloper, the Ground Lesse e , nor any other tenant or su bt enant shall be req uira d. to reconstruct or restore any such Project Element frauenai\art_cont.O1 05/24/994 2 June 6, 1994 EDA TO: THROUGH: FROM: SUBJECT: Economic Development Authority Charlie Meyer, Executive Directo'c;,.::rw,. Mac McBride, Finance Directo#P Lori Ziemer, Asst. Finance D1rectorc;r;J May 1994 EDA Monthly Statement ) The Combining Statement of Revenue and Expenditures, the Individual Statement of Revenue and Expenditures and the Schedule of Investments provides in summary form the financial position of the EDA. Revenue collections reflect interest received on investments which matured during May and reimbursement from the City for the Park Nicollet expansion. Significant expenditures reflect reimbursement to the City for EDA salaries and expenditures from January through April, construction associated with the Park Nicollet parking ramp project and site preparation costs at the Tower Place site. St . Lou is Park Econom ic Deve lo pm ent Autho r it y Com b in in g Statem ent of Revenue and Ex pe nd it ur e s Budge t and Actual For Per io d End in g May 31, 19 94 YT D BA LA NCE PER CEN T CO LLECT ED / UN CO LLEC ./ CO LLECT ED / BUDG ET EX P END ED UN EX P END . EX P END ED REV EN U E Tax in crem ent Rent Inte rest Transfers Re fund s & Reimburse TOTAL REVENUE EXPENDITURES Administrative Salaries Employee benefits Supplies & other chgs. Legal Contractual Planning Total Administrative Project Cost ' professional service Legal Environ. analysis Public improvement Relocation/demolition Property acquisition Environ. remediation Referendum payment Property Maintenance Other services Transfers Total Project Costs Debt Service Bond interest Bond interest Transfer Inter-govt., City Bond agent fees Total Debt Service TOTAL EXPENDITURES REVENUE OVER (UNDER) EXPENDITURES $3,100,740 4,680 639,005 3,744,425 $4,389 $3,096,351 1,950 2,730 472,458 166,547 129,673 (129,673) 608,470 3,135,955 84,520 33,976 50,544 17,278 7,132 10,146 4,647 1,469 3,178 3,560 (58) 3,618 --------- --------- --------- 110,005 42,519 67,486 --------- --------- --------- 108,200 108,200 75,000 (20,057) 95,057 2,000 2,164 (164) 7,392,000 3,038,863 4,353,137 692,500 475,853 216,647 824,800 824,800 11,802 {11,802) 22,860 2,260 20,600 8,000 8,000 ---------- --------- ---------- 9,125,360 3,510,885 5,614,475 ---------- --------- ---------- 600,000 (600,000) 504,000 28,395 475,605 840,000 840,000 5,587 (5,587) --------- --------- --------- 1,344,000 633,982 710,018 ---------- --------- ---------- 10,579,365 4,187,386 6,391,979 ---------- --------- ---------- {6,834,940)(3,578,916)(3,256,024) --------- --------- --------- 0% 42 74 16 40 41 32 (2) 39 (27) 108 41 69 10 38 6 47 40 52 St . Louis Park Econom ic Deve lo pm ent Autho r it y Ind iv id ua l Statem ent Of Reven ue And Expe nd it ure s For Per io d End in g May 31, 19 94 REVEN U E Tax in c rem ent Rent In te rest Transf er s Ref und /r e im bur se TOT A L REV ENU E $ EXCELSIOR OAK PARK BLVD VILLAGE 310,358 75,009 385,367 EXPENDITURES Administrative Salaries Employee benefits Supplies & other chgs. Legal Contractual Planning Total Administrative Project Cost Appraisal/survey ) Legal Environ. analysis Public improvement Relocation/demolition Property tax Acquisition Referendum payment Property maintenance Other services REVENUE OVER (UNDER) EXPENDITURES 11,860 2,493 837 243 15,433 (29,470) 1,105 2,978,030 475,853 8,980 2,260 TOTAL EXPENDITURES 3,452,191 $1,284 1,950 36,285 39,519 (3,066,824) 7,509 1,549 292 (90) 9,260 2,822 12,082 TRUNK CAPITAL HWY 7 PROJECTS $3,105 $ $ 8,787 102,004 15,024 50,000 4,664 61,892 27,437 14,607 3,090 340 (211) 17,826 9,413 1,059 60,833 Total Project Costs 3,436,758 2,822 71,305 Debt Service Bond principal Bond interest Transfer Inter-govt., City Bond agent fees Total Debt Service 102,004 DEBT SERVICE 19,688 600,000 28,395 5,587 633,982 TOTAL $4,389 1,950 472,458 129,673 608,470 33,976 7,132 1,469 (58) 42,519 (20,057) 2,164 3,038,863 475,853 11,802 2,260 3,510,885 -----~--- 600,000 28,395 5,587 633,982 89, 131 633,982 4,187,386 (27,239) 102,004 (614,294) (3,578,916) 2 ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY SCHEDULE OF INVESTMENTS May, 31 1994 Date Investments -------------------- Institution/Type Yield Purchase Maturity Balance ---------------- -------- -------- ------- Dain Bosworth - Treas. 3.61 03-31-93 07-31-94 $1,000,000 Park National - C.D. 3.55 04-30-93 09-07-94 1,250,000 1st Banks - C.P. 3.44 12-30-93 09-26-94 341,206 1st Banks - Treas. 3.57 07-07-93 09-30-94 1,000,000 Park Investment - Treas. 3.49 10-01-93 11-15-94 1,000,000 Dain Bosworth - Treas. 3.61 11-15-93 11-30-94 1,500,000 Dain Bosworth - Treas. 3.65 11-15-93 12-31-94 1,004,844 Dain Bosworth - FHL 3.59 10-25-93 01-25-95 1,513,312 1st Banks - FNMA 3.90 12-01-93 03-10-95 2,332,350 1st Banks - FC 3.90 12-02-93 04-03-95 707,314 1st Banks NA - FHL 5.06 05-03-93 04-03-95 699,154 Park Investment - Treas. 3.25 01-10-94 04-30-95 1,500,000 ) 1st Banks - Treas. 3.65 01-31-94 04-30-95 1,500,000 1st Banks - Treas. 4.44 03-08-94 05-31-95 700,000 Dain Bosworth - Treas. 4.90 04-15-94 06-30-95 1,002,902 1st Banks - FHL 3.84 09-20-93 09-20-95 1,000,000 4M Fund Various Open 2,137,664 ---------- Total Investments $20,188,746 ---------- Legend: C.D. = Certificate of Deposit C.P. = Commercial Paper F.C. = Farm Credit F.N.M.A. = Federal National Mortgage Assn. F.H.L.B. = Federal Home Loan Bank Treas. = U.S. Treasury Bonds Gov't Agencies = Term U.S. Government Securities 3 V E N D O R C L A I M S E c o n o m i c D e v e l o p m e n t A u t h o r i t y -S t . L o u i s P a r k J u n e 6 , 1 9 9 4 V e n d o r A d o l f s o n & Peterson Inc. Dahlgren Shardlow & Uban Davies Water Equipment Co. GAB Business Services Inc. Kraus-Anderson Construction Minger Construction MN Pollution Control Agency Noble Nursery Retail Inc. Popham Haik Schnobrich & Kaufman Ritz Camera Center Shenehon Company Description Park Nicollet Ramp Professional services Equipment Damage claim Park Nicollet Ramp Site soil correction Services Landscaping construction Legal services-February & April Services Professional services Amount $ 585,812.63 18,660.20 3,621.00 1,000.00 415,312.57 4,658.80 334.67 20,619.41 59,231.08 17.75 945.00 TOTAL $1,110,213.11 ) 6/. h Accounting Dept./ 4 pated /5/f Director ~ ~~~ Dated :>-~JI 7 7-,,,C..~-V-,~..c..c.A <4---------'--7"~----- -7~'-------- / Executive Popham, Haik, Schnobrich and Kaufman FEBRUARY 1994 C LI E N T /M A T T E R 119 59 S T . L O U IS P A R K E C O N O M IC D E V E LO P M E N T A U T H O R ITY 4 M e etings 5 O n the A venue P roject 11 T. I. F . P rojects 13 S ub urban P lum bing P roject 14 P a rk N icolle t P roject 15 T ow er S ite E nv ironm ental M att ers T IM E 2.0 0 15 0.10 0.0 0 4.2 0 23.6 0 0.00 17 9.9 0 FE E S $3 83 .2 5 $26 ,18 6 .5 0 $0 .0 0 $4 36 .5 0 $4 ,3 72 .5 0 $0 .0 0 $3 1,3 78 .7 5 E X P E N S E S $0 .0 0 $2,4 67 .5 1 $0 .0 0 $82 .8 5 $87 .6 2 $22 .2 0 $2 ,6 60 .18 ) Page 1 April 8, 1994 Popham, Haik, Schnobrich and Kaufman APRIL 1994 CLIENT/MATTER TIME FEES EXPENSES 11959 ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY 4 Meetings 1.00 $262.50 $0.00 5 On the Avenue Project 100.70 $18,063.00 $1,773.53 13 Suburban Plumbing Project 0.20 $19.00 $14.42 14 Park Nicollet Project 27.20 $4,314.50 $152.10 15 Tower Site Environmental Matters 4.10 $587.50 $5.60 133.20 $23,246.50 $1,945.65 ) Page 1 April 30, 1994 CITY OF ST. LOUIS PARK, MINNESOTA 5005 Minnetonka Boulvard St. Louis Park, Minnesota ECONOMIC DEVELOPMENT AUTHORITY CERTIFICATE FOR PAYMENT EDA Claim June 6, 1994 CONTRACTOR: Minger Construction ADDRESS: P.O. Box 236 Chanhassen, MN 55317 PROJECT TYPE: Site Soil Correction PROJECT NOS: 94-14 CONTRACT NO.: EDA 1-94 CONTRACT DATE: February 7, 1994 CONTRACT COMPLETION DATES: FINAL PAYMENT XXX PARTIAL PAYMENT NO. DATE OF CERTIFICATE: June 6, 1994 FOR PERIO D FROM: Apr. 22, 1994 TO: May. 20, 1994 PERCENT COMPLETED: 100% Substantial: Final : April 25, 1994 TO THE CITY COUNCIL OF ST. LOUIS PARK The following payment is hereby requested in accordance with the plans, specifications, and conditions of the above contract. 1. Original contract amount "') Change Orders: Number Date Approved M arch 28, 1994 Total Additions/Deductions Net Total of Change Orders CHANGE ORDERS TO DATE ARE $0.00 ($18,100.00) -4.48 % OF ORIGINAL CONTRACT 3. Other additions, extra work, overruns, etc. 4. Other deductions, underruns, etc. $ 403,770.00 Amount Addition Deduction 18,100.00 $ (18,100.00) $ 80,210.30 $ 0.00 5. Liquidated damages 6. Total contract amount to date days X $ per day $ 0.00 $ 465,880.30 The present status of the contract is as follows: 1. T otal completed and stored to date $ 465,880.30 2. Retainage, 0% $ 0.00 U Liquidated damages ( from line s, above) $ 0.00 4. Total entitled payment to date $ 465,880.30 5. Deduct previous certificates for payment $ 461,221.50 6. CURRENT PAYMENT DUE 1 7¢- 2c s 4,658.80 CER TIF ICA T E O F PAYME N T , CE RT IF IC A T IO N AN D AP P ROVAL CONTRAC T NO .: EDA 1-9 4 PARTI A L PA YM EN T It is he r eb y certif ie d that the amount of$ Partia l Payment Final Payment XYY CONTRACTOR : Minger Constructio n is due and payable to contractor for it em s of work ac tually comple ted as in d ic ated in the Certificate of Payment in accordance with th e pla ns an d specifica tions herefore approved . FI N A L PA Y MEN T It is he r eby certified that the term s of the contract above described have been fully perfo rm ed sa t isf a c tor ily by the contracto r, and acceptance by the City Council of the work co m p le t ed un der sa id contract is hereby recommended. It is further certif ied that the Contract is now ent it le d to be pa id by the City the amount of $4,658 .8O , being the amount retained by th e Cit y un d er sa id contract after deductin g all claims and set-offs due the City as shown ab ove . This pay ment is hereby requested/approved as noted by the following signatures: Eng in e erin g 4r 4. )2,-1g4- Dir ect or oF B i+c Works S ao (2t(< C Di rector glzls4 Date 5-23-+4 Date Revie wed for Fin ance Department: &/»/o# o&€e7 Asst. Director of Finance Date Director of Finance Date Reviewed for Administration: Executive Director Date STATEMENT OF WORK CERTIFIED MINGER CONSTRUCTION ROJ. 94-14 ITEM NAME CONTRACT UNIT UNIT QUANTITY PRICE BID PAGE 1 OF 1 DATE: 23-May-94 THIS ESTIMATE AMOUNT QUANTITY AMOUNT ================================================================================================ Foundation Material Removal le C.Y. 300 $35.00 S10,500.00 0.00 $0.00 Demolition Debris Removal C.Y. 10,300 $8.00 $82,400.00 7770.00 $62,160.00 Common Excavation (LV) C.Y. 42,400 $4.80 $203,520.00 47558.00 $228,278.40 Common Excavation (LV to Parks) le C.Y. 0 $3.80 $0.00 10000.00 $38,000.00 Granular Borrow (LV) C.Y. 19,000 $5.65 $107,350.00 24326.00 $137,441.90 le SEE CHANGE ORDER # 1 ) SUBTOTAL ROJ. 94-14 LESS 0% RETAINAGE LESS PREVIOUS PARTIAL PAYMENTS CURRENT PAYMENT DUE THIS FINAL PAYMENT $465,880.30 $0.00 $461,221.50 S4,658.80 RESOLUTI ON NO. RESOLUTION ACCEPTING WORK ON SITE SOIL CORRECTION CITY PROJECT NO. 94-14 CONTRA CT NO. EDA 1-94 BE IT RESOLVED by the Economic Development Authority of the City of St. Louis Park, Minnesota, as follows: 1. Authority completed EDA 1-94. Pursuant to a written contract with the Economic Development dated February 7, 1994, Minger Construction has satisfactorily the improvement of site soil correction as stated in Contract No. 2. The Director of Public Works has filed his recommendations for final acceptance of the work. ) 3. The work completed under this contract is accepted and approved. The Executive Director is directed to make final payment on the contract, taking the contractor's receipt in full. Adopted by the City Council June 6, 1994 Lyle Hanks, President Attest: Charles W. Meyer, Executive Director CITY OF ST. LOUIS PARK, MINNESOTA 5005 Minnetonka Boulvard St. Louis Park, Minnesota ECONOMIC DEVELOPMENT AUTHORITY CERTIFICATE FOR PAYMENT CONTRACTOR: Noble Nursery Retail, Inc. ADDRESS: 8659 Central Avenue N.E. Blaine, Mn. 55434 PROJECT TYPE: Landscaping Construction EDA Claim June 6, 1994 FINAL PAYMENT PARTIAL PAYMENT NO. 7 PROJECT NOS: 90-50 & 92-11 CONTRACT NO.: EDA 4-93 CONTRACT DATE: May 3, 1993 CONTRACT COMPLETION DATES: DATE OF CERTIFICATE: June 6, 1994 FOR PERIOD FROM: Apr. 22, 1994 TO: May 27, 1994 PERCENT COMPLETED: 99% Substantial: Final : June 17, 1994 TO THE CITY COUNCIL OF ST. LOUIS PARK The following payment is hereby requested in accordance with the plans, specifications, and conditions of the above contract. 1. Original contract amount 2 Change Orders: Number Date Approved co #1= 7-23-93 CO #2 5-27-94 Total Additions/Deductions Net Total of Change Orders CHANGE ORDERS TO DATE ARE $7,158.33 $ 149,774.30 Amount Addition Deduction $1,818.69 $5,339.64 $0.00 $ 7,158.33 4.78 % OF ORIGINAL CONTRACT 3. Other additions, extra work, overruns, etc. 4. Other deductions, underruns, etc. 5. Liquidated damages 6. Total contract amount to date days X $ per day $ $ $ 0.00 0.00 0.00 $ 156,932.63 The present status of the contract is as follows: 1. Total completed and stored to date 2. Retainage, 5% Liquidated damages (from line 5, above) V 4. Total entitled payment to date 5. Deduct previous certificates for payment $ 155,515.82 $ 7,775.79 6. CURRENT PAYMENT DUE s 0.00 S 147,740.03 s 127,120.62 S 20,619.41 CERTIFICATE OF PAYMENT, CERTIFICATION AND APPROVAL CONTRACT NO.: EDA 4-93 Partial Payment XXX Final Payment CONTRACTOR: Noble Nursery Retail, Inc. PARTIAL PAYMENT It is hereby certified that the amount of$ 20,619.41 is due and payable to contractor for items of work actually completed as indicated in the Certificate of Payment in accordance with the plans and specifications herefore approved. FIN AL PAYMENT It is hereby certified that the terms of the contract above described have been fully performed satisfactorily by the contractor. and acceptance by the City Council of the work completed under said contract is hereby recommended. It is further certified that the Contractor is now entitled to be paid by the City the amount of being the amount retained by the City under said contract after deducting all claims and set-offs due the City as shown above. This payment is hereby requested/approved as noted by the following signatures: uperintendent of\,Engineering Slee +9, 4fa 5Tks c:or Sr75 us1+c Works Co tut g Contractor Reviewed for Finance Department: C/le) oaa ? Asst. Director of Finance Date Director of Finance Date Date Reviewed for Administration: Executive Director Date STATEMENT OF WORK CERTIFIED :')E NURSERY RETAIL, INC. CITY PROJECT NO'S. 92-11, 90-50 PAGE 1 OF 3 DATE: 31-May-94 ITEM COMMON NAME/SCIENTIFIC NAME TREES SWAMP WHITE OAK QUERCUS BICOLOR RED MOND LI NDEN TILIA X EUCHLORA 'REDMOND' NORTHWOOD RED MAPLE ACER RUBRUM 'NORTHWOOD' KENTUCKY COFFEE TREE GYNMOCLADUS DIOICUS IR ONWOOD OSTRYA VIRGINIANA EUROPEAN LARCH A ECTDuA BLACK HILLS SPRUCE PICEA GLAUCA DENSATA RED SPLENDOR CRAB MALUS 'RED SPLENDOR' AMERICAN PLUM PRUNUS AMERICANA BUR OAK (SHRUBS) QUERCUS MACROCARPA COMMON LI LAC SYRINGA VULGARIS PURPUREA PRES. GREVY' LILAC S. VULGARIS 'PRES. GREVY' cHI rAc SYRINGA X CHINESTS SAUGEANA' LI LAC S. X CHINESIS 'SANGEANA' Unit Size TREE 2.5" TREE 2.5" TREE 2.5" TREE 2.5" TREE 1.5" TREE 6.0 FT TREE 6.0 FT TREE 2.0" TREE 2.0" TREE 1.5" SHRUB 3.0 FT CHARLES JOLY' LILAC SHRUB 3.0 FT S. VULGARIS 'CHARLES JOLY' MME LEMOINE' LILAC SHRUB 3.0 FT S. VULGARIS 'MME LEMOINE' SHRUB 3.0 FT SHRUB 3 .0 FT SHRUB 3.0 FT Contract Unit This Estimate Root Quantity Bid Price Amount Quantity Amount BIB B/8 B/8 B/8 B/B B/B B/B B/8 B/B B/B 8/B B/B B/B B/B B/B B/8 61 200.00 12,200.00 33 200.00 6,600.00 140 205.00 28,700.00 140.00 41 220.00 9,020.00 41.00 24 175.00 4,200.00 27 170.00 4,590.00 15 180.00 2,700.00 6 180.00 1,080.00 3 180.00 100 170.00 17,000.00 100.00 56 30.00 1,680.00 56.00 21 12 83 52 45 30.00 30.00 540.00 630.00 360.00 30.00 2,490.00 30.00 1,560.00 30.00 1,350.00 39.00 34.00 24.00 27.00 15.00 6.00 0.00 7800.00 6800.00 28700.00 9020.00 4200 .00 4590.00 2700.00 1080.00 0.00 17000.00 1680.00 21.00 630.00 12.00 360.00 88.00 2640.00 52.00 1560.00 45.00 1350. 00 STATEMENT OF WORK CERTIFIED DATE: PAGE 2 OF 3 31-Me NOBLE NURSERY RETAIL, INC. CITY PROJECT NO'S. 92-11, 90-50 ITEM COMMON NAME /SCIENTIFIC NAME TREES WHITE CHINESE LILAC S.X. CHINESIS 'ALBA' Unit Size SHRUB 3.0 FT Root Contract Unit Quantity Bid Price This Estimate Amount Quantity Amount B/B MISS CANADA LILAC SHRUB 2.0 FT #5 POT S. X HYACINTHIFLORA 'MISS CANADA' MISS KIM LILAC S. VELUTINA 'MISS KIM' AMUR MAPLE ACER GINNALA COMPACT AMUR MAPLE ACER GINNALA 'COMPACTA' CARDINAL DOGWOOD CORNUS SERICEA 'CARDINAL' BAILEY DOGWOOD C. STOLONIFERA 'BAILEYI' ISANTI DOGWOOD C. STOLONIFERA 'ISANTI' BLUELEAF ARCTIC WILLOW SALIX PURPUREA 'NANA' AMER HIGHBUSH CRANBERRY VIBURNUM TRILOBUM FRAGRANT SUMAC RHUS AROMATICA BLACK CHOKEBERRY ARONTA MELANOCARPA PERANNIALS DAY LI LI ES HEMEROCALLIS GROUND COVER PRAIRIE FLOWERS & GRASS SEED MIXTURE (SEE S.P. 19) SHRUB 18.0" #5 POT SHRUB 3.0 FT B/B SHRUB 1.0 FT #5 POT SHRUB 3.0 FT #5 POT SHRUB 3.0 FT #7 POT SHRUB 2.0 FT #7 POT SHRUB 18.0" #5 POT SHRUB 3.0 FT B/8 SHRUB 2.0 FT #5 POT SHRUB 3.0 FT #7 POT PLANT 4.5"pT 6" POT ACRE SEED 5 40.00 200.00 0.00 0.00 78 25.00 1,950.00 78.00 1950.00 49 25.00 1,225.00 49.00 1225.00 172 30.00 5,160.00 170.00 510 0.00 11 20.00 220.00 11.00 220.00 208 20.00 4,160.00 210 .00 4200 o 73 25.00 1,825.00 85.00 2125.00 92 25.00 2,300.00 92.00 2300.00 43 20.00 860.00 58.00 1160.00 89 30.00 2,670.00 79.00 2370.00 10 1 20.00 2,020.00 129.00 2580.00 53 20.00 1,060.00 53.00 10 60.00 2925 4.00 11,700.00 2989.00 2.25 2000.00 4,500.00 2.00 11956.00 40c STATEMENT OF WORK CERTIFIED <, N..E NURSERY RETAIL, INC. CITY PROJECT NO'S. 92-11, 90-50 PAGE 3 OF 3 DATE: 31-May-94 ITEM TRAIL CONSTRUCTION COMMON EXCAVATION CLEARING & GRUBBING Unit Size Unit Contract Unit Quantity Bid Price Amount This Estimate Quantity Amount CLASS 5 AGGREGATE BASE PLACED (C.V.) TYPE 41 WEAR COURSE MIXTURE SOD LAWN & BOULEVARD W/4" TOPSOIL 6' POLYSLAT PARK BENCHES C.Y. 290 4.92 1,426.80 256.44 1261.68 L.S. 1 850.00 850.00 0.90 765.00 C.Y. llO 23.00 2,530.00 177.00 4071.00 TON 210 30.75 6,457.50 275.00 8456.25 S.Y. 1100 2.00 2,200.00 843.78 1687.56 EACH 4 440.00 1,760.00 4.00 1760.00 TOTAL PROJECTS 90-50 & 92-11 $148,357.49 CHANGE ORDER# 1 & 2 $7,158.33 LESS 5% RETAINAGE $7,775.79 LESS PREVIOUS PARTIAL PAYMENTS $127,120.62 CURRENT PAYMENT DUE THIS PARTIAL PAYMENT # 7 $20,619.41