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98-967Council File # �0��'/ QRIGINAL RESOLUTION CITY OF SAINT PAUL, MINNESOTA Green sheet # 62738 Presented By l5 Referred to Committee: Date 1 WHEREAS, The City of Saint Paul, Our Fair Carousel Inc. and G.L. Cafesjian 2 have agreed to relocate Cafesjian's Carousel (A.K.A. Philadelphia toboggan Company 3 Carousel #33) in the City's Como Park; and 4 5 WHEREAS, it was estimated that a facility to house the Cafesjian's Carousel 6 would cost approximately $900,000; and 7 8 WHEREAS, the design for the facility agreed to by Our Fair Carousel, Gerard L. 9 Cafesjian and the City is estimated to cost $1,100,000; and 10 11 WHEREAS, this results in a shortfall of $200,000; and 12 13 WHEREAS, Gerard L. Cafesjian has agreed to provide $100,000 of this shortfall; . 14 and 15 16 WHEREAS, the attached Resolution aommit� the City of Saint Paul to provide the 17 other $100,000 needed for the facility; 18 19 NOW THEREFORE BE IT RESOLVED, by the Council of the City of Saint Paul that 20 the proper City Officials are directed to enter into the attached Amendment to the 21 Agreement dated May 14, 1998 for the above stated purpose. 22 23 2 �z 25 26 Yeas Nays Absent 27 Benanav � Requested by Department of: 28 Blakey_ � 29 Bostrom ✓ � Parks e reation 3 0 Col eman ✓ � 31 Harris ✓ B �'��i � 32 Lantry 33 Reiter Form Approved by City At ey 35 � l sy: �a� ZJ�ry�� 36 37 Adopted by Council: Date ��`�`�� Director of Financial Services 38 � 39 Adoption Certi£ied by Council Secretary By: r� 40 41 By � Approved Mayor r ubm'ssion to 42 �� 1 , 2 , \ / u Coun ' � � 43 Approvea q r: D e: << - � 44 � y: 45 By: o A�A...G'/ r1 - {u �� DEPARIMENT/OFFICElCC:1NCIL DATEINRIATED GREEN SHEET �� NO. 62738 Parks and Recreation 70/09/98 fANTACC PE[i50N AND PHpNE INRIPLIDATE tNITiAl/DATE Vic Wittgenstein 266-6409 � 1 DEPARTMENTDIRECTOR 4 crtvcouNai ASSIGN NUMBEP FO 2 CT' ATTORNE`/ _CT' CLERK MUST BE ON COUNdL AGENDA BY IDAtt� AOUTING OHOEfi _BUOGEf DIRECTOR FlN. & MGT. SERVICES Dlfl. 3 MAYOR fOR ASSISrAM7 5 Parks and Recreation TOTAL S OF SIGNAiURE PAGES _(CLIP ALL LOCATIONS FOR SIGNANRE) ACIION REQUESTm: Signatures of the Superintendent of Parks and Recreation, City Attorney, Mayor, and Passage of the attached Resolution by the City Council. The Resolution allows the City to amend it's Agreement with Our Fair Carousel Inc. and Gerasd Cafesjian. RECOMMENDATIONS: ApP�ove IA� or fleject (R) PERSONAL SERVICE CONTBACTS MUST ANSWER THE FOLLOWING QUESTIONS: _PLANNING COMMISSION _CNIL SERVICE COMMISSION �. Has this persoNfirm ever worketl under a con[2ct tor tt�is department? CIB COMMITTEE _ YES NO A STAFF 2. Has this pe�son/firm eve� been a ci[y employee? YES N� _pISTRICT COUNCIL _ 3. Do¢s this person/firm possess a skill not narmally possessed by any c�r�en[ ciry employee? SUPPORTS WHICH COVNCIL OBJEGTIVE? VES NO Explain sll yes answers on separa[e sheM and attach to green shee[. INITIATING PROBLEM, ISSUE, OPPORTUNIN (Who, WM1a[, Whsn, Whe�e, Why): The building to house Cafesjian's Carousel in Como Park is expected to cost 5200,000 more than anticipated. Gerard Cafesjian (donor) will provide S100,000 of this shortfall and we are asking approval to have the City provide the other $100,000. Our Fair Carousel Inc., Gerard Cafesjian and City staff have agreed to the proposed design for the facility. ADVANTAGES IF APPROVED: The new building will be built. '-�',,* �_�. s�,��' �:3��a �� t� DISADVANTAGESIFAPPROVED: ��T ; 2 if1Pt� 177 None. - -_ s; ^-�� ; �.� 1 . i- p � n�H t��1ti9�� :. � yi {Z .`]�Y „ � - „� . , T �y '"��...i e' DISADVANTAGES IF NOT APPROVED: The Project may not occur as the three principles, Our Fair Carousel Inc., Gerard Cafesjian and the City have agreed to this design. TOTAL AMOUM OF TRANSACTION S � OO,OOO COST/REVENUE BUDGE�ED (CIRCLE ONE) YES NO FUNDING SOURCE General Fund Balance ACTIVR NUMBER 001-00 0-9830 VQ��s , �J�aE�-� •., : �i.l FINANCIAL INFORMATION: (EXPLAIN� The City will provide an additional $100,000 to the Project. � Q��! �. k �� -�L�I FIRST AMENDiVIEIV'T TO THE AGREEMENT This Amendment dated the day of , 1998, is made and entered into by and amon� the City of Saint Paul, a homz rule charter city and a municipal corporation of the State of Minnesota ("City"), the Housing and Redevelopment Authority of the City of Saint Paul ("HRA"), Our Fair Carousel Incorporated, a Minnesota non-profit corporation ("OFC") and Gerazd L. Cafesjian, (G.L. Cafesjian) and amends the A�reement dated May 14, 1998 by and between the parties. WITNESSETH: WHEREAS, parties have previously entered into an Agreement for the relocation of Philadelphia Toboggan Company Cazousel #33 ("Cafesjian's Cazousel") in the City's Como Pazk; and WHEREAS, said Agreement set forth the fmancial and other obligations of the parties hereto; and WHEREAS, THE City and G.L. Cafesjian have each agreed to increase the amount of the'u fmancial contribution to the Project; and WHEREAS, the date for completion of the Project has been e�ctended; NOW, THEREFORE, the City, HRA, OFC and G.L. Cafesjian mutually agree and acknowledge as follows: The City and G.L. Cafesjian will each contribute an additional $100,000 to the Project. 2. Pazagraph I.F. is amended to read as follows: OFC may not pledge or encumber Cafesjian's Carousel or its parts in excess of Four Hundred Thousand Dollars ($�00,000) without permission of the City and G.L. Cafesjian or his designee. Such permission shall not be unreasonably withheld. �� Paragraph II.F. of the Agreement is amended to read as follows: In order for the City's $300,000 contribution to this Project to comgly with II.E. the Ciry will, through its contract processes, provide for $3Q0,000 worth of site work, building construction, landscaping work _ andior professional services for the Froject at its cost. �Y-q�� Paragraph II.I. of the A�reement is amended to read as follows: The proposed bud�et for the Project is $1,100,000 Para�raph II.J. of the Agrzement is amended to read as follows: Fundin� for the Project is to be provided as follows: 1. Donation from G.L. Cafesjian $ 500,000 2. Donation from the City $ 300,000 3. Commercial loan acquired by OFC $ 300.000 Total: $1,100,000 :'� Pazagraph II.K. of the Agreement shall be amended to read as follows: G.L. Cafesjian shall make his $500,000 contribution available to OFC under the following schedule: A. $150,000 upon preliminary approval of a11 initial building plans and signage by the City and G.L. Cafesjian as required III.G. _, . and III.A. � �" ds � � �- =� r ..,, :�� -�-. . � _.'_ :. .; B. $100,000 within 15 days of the commencement of the in§tallation =,`= ' of the exterior masonry wall system. C. $150,000 within 15 days of the commencement of the erection of the structural steel. D. $100,000 within 45 days of the commencement of the erection of the structural steel. 2. The City will pay upon receipt of invoices for the various portions of the Project that are deemed to be the City's responsibility to a total of $300,004 as per II.E. and II.J. above. • 3. OFC shall make the funds it secures via a commercial loan available on an as needed basis to insure the continued progress and completion of the Project. Paragraph II.L. of the Agreement is amended to read as follows: If the cost of the Project is over $1,100,000 OFC cannot, involuntarily, be obligated to incur debt beyond the $300,000 identified above. OFC, the Ciry and G.L. Cafesjian shall meet to deternune how to remedy any budgetary shortfails as they become know. q U.q �? F:� Paragraph II.P. of the Agreement is amended to read as follows: It is the goal of the parties to hace Cafesjian Pavilion substantially complete by October 1, 1999 and to be ready to open to the publac by April 15, 2000. No penalty shall be assessed any pariy to this A�reement if this time schedule is not realized. � Para�raph III.A, of the Ao eement is amended to read as follows: The City will lease the completed Cafesjian Pavilion to OFC for an initial term of 30 years commencing October 1, 1999 and ending October 1, 2029. 10. Paragraph IV.A3. of the Agreement is amended to read as foliows: OFC shall, by January 15`" of each yeaz of this Agreement, submit its proposed ticket prices and rental rates to the City for the City's approval. Such approval shall not be unreasonably withheld. It is agreeii that the ,._ ticket price for the first two years of this Agreement (2000 aii3 2fl01) shall .. � be $1 50 per ride. _ -� -. _ . ,- � a� � _�.._ �_ ....: .�. � ;� � IN WITNESS WF�REOF, the parties hereto have caused ttris document fo be executed ". on the date first written above. � ` CITY OP SAINT PAUL By: Its Mayor By: Director of Financiai Services By: Superintendent of Pazks and IZecreation Approved as to form: � �y: Assistant City Attomey G:VSAWPA6REEbAl7\Cazousel Isi Amendment to the AgmCwpd HOUSING AND REDEVELOPMENT AUTHORITY OP THE CITY OF SAINT PAUL � Its Executive Dizector OUR FAIIZ�JSEL B � � �z?�� Its Presid nt Gerazd L. Cafesji � � �rPP.NC.� i Tsf GJ �' .�'� ,�-� �^'�--� � c� � ,9 G? AGREEMENT This Agreemcnt daled the � day oEApx�,' 1998, is made and ernered into by and among the City of Saint Paul, a homezule chartez city and a municipal corporation of the State of Minnesota ("City"}, the Housing and Redevelopment Anthority of the City of Saint Paul, a public body coporate and po]itic ("H.R.A."}, (�r Fair Carousel Incorporated, a Minnesota non prvfit corporat�on ("OFC") and Gerard L. Cafesjian, (G.L. Cafesjian}. Witnesscth: WHEREAS, a11 parties to this agreemet�i have previously entered into agreaments for the financing restoration, installaUor► and operation of a carousel, specifica]ly a Carousel �nding Agreemenl dated March 1, 1990; a Carousel Tnstallation, Permit and Operacion Agreement dated March S, 1990; a Personal Guaranty dated March 8, 1990; a Donor Agreement dated March 12, 1490; azi Amendment to the Carousel Installation Permit and Operation Agreement dated November 13, 1497, attd an Atnendmcnt co the Carousel �nding A�reement, dated November i3, 1997; and a Carousel Sale Agreement dated November 24, 1997, a� a First Amcndinent to Q►c �ersonal C3uaranry 6ated Deeembex 15, 19Y'7 and; WHL�Ii�AS, DPC, �G.L. Cafesjian and the City have determined to relocate Philadelphia Toboggan Coropany Camusel �f33 (a.K.a. Cafesjian's Carousel) in the City's Como Park; here in aflter called tlic P�oject; and WHBREAS, a�a parUes to U�e agreements above wish to set forth the financial and other obNgations by and tb each other pertaining to locating Cafes}ian's Carousel in the City's Com� Pnrk; ' NOW THEREFORT�, the City, H.R.A., UFC and G.L. Cafesjian mutually agree and acknuwledge as follows: I. PURSUAN'�'1'Q EX15TI1V(i A(iREEMENTS A. Oucsjanding ffnancial responsibllittes of OFC to the H.R.A. in the amounts of �314,000 usec! co purchase �t►e Carouse] and $250,W0 debt owed to the City for Tow� Square Park Restoration are here-by canceled. Further the cancellation of the debc to the H.R.A. voids [he Perso»al Guaranty dated March 8, 1990, and che r�menQmenc flared December 15, 1497 of G.L, CaY'esjian to the H.R.A. The H.R.iA. wlli recurn [he orlg9nal agreements to G.L. Cafesjian ma[ked canceled, as of�ihe date flrst writt�u xbove. B. The �ill of 5ale received by OFC from the Cily is here-by annended to remove ait sc�curity intcrrata the Ciry has regarding Cafesjian's Carousel. a�" C. OFC'� board of directors wi11 amend iu bylaws within sixty days of execation of this agreement to atlow for the aQpointment of three mcmbers of'the OI�C board,by the Mayor of the City. It is agreed that the three representatives appoi ted by the Mayor will be salected from ihe foliowing: one will be a Saint Paul �ivision of Parks and Reczeation employee, one wi12 be a resident of the Como; Perk area of Saint Paul; and one w"s!t be an at large selaction. D• 4IrC'� board of direcrors wili amend its bylaws within six months of the execution of this agreement [o provide for the appoinanent of an execvtor in the event OFC ceases to exist as a Minnesota Corporation or materialiy oltang�s its corporate putPose. B. In kccp ing with curren[ OFC bylaws dated January 23, 1998, OFC wiil not sell Cafesjlen`s Carousel or its compbnents during the term af this agreement and any subsequent tenns. r. OPC inay noc pledge or encumber Cafesjian's Carousel ar its parts in excess of thirry percent (30 %) of the assassed valuation of Cafesjian's Carausel without permission of the C3cy and G.L. Cafesjian or his designee. Such permission shall nQt be unreasonably withheld. II. PROJECT A. Thc City will provide a site in Como Pazk per attached Exlaibit A for OPC to build, �nd OFC wlll eause to be buil[ on said site, a building to house Cafesj n's Cazousel, described as: A ctrcplar, open a1r pavllion, to be knowtt as The CafesJian Pavilian, appro�lmately $0 Feet in dianneter to house the Carousel. The buitding must meet a�i eppltcable bulidtng codes. The building should be constructed to have tt�e Carousel vlstble bn approach from all sides when open, and secure from f1re, theft, vandallsm and elements when closed. A heated area of appro�{tmately IOD� square Peet adjacent to the building will cohtaln year- round bffice space, staft bathroom, utilities, storage, and a restorat[on studio.' � B. As par� of OPC's responsibiliry for the Project, it shail be responsible for all site prepar�clon, al3 uclllties, fiNsh work and landscaping in proximity and neeessary for the new building, not provided by the City in Section IT.F. C. In completing ihis PmJect OFC wi11 contract with registered professional anhitequ and engtneers and wilt retatn a licensed construction company ta do the woi!kk neces�azy to compiete the Projeet. Z a� D. The City shall have the right to approve all architeCts, engineers and constnlccion companies hired by OFC. B. Due to the City's financial conuibuiion 2o ihis Pzoject herein, DFC wi11 compiy w3m atl ordlnances and regulacions per�aining [o che use of Ciry funds for constniction projccts. F. ln orcler for [1ae Clcy's 5200,000 conalbucion co chis ProJecc to comply with II.E. the Ciry wiil, through ics conuacr processes, piovlde for $200,000 worth of site vrork, building Construction, lanflscaping work andfor professional servic�.s Yor che Pro�ecc at its cosc. G. The Ci[y shall have che righc co review anfl approve ail building plans, site plans an8 signage, including modiflcations thereof penaining w The Cafesjlan Pavilion which approval shal! noc be unreasonably withhel0. H. G.L. Catesjian, in keeping with the Donor Agr�ment between G.L. CaPesjian and O�C, shall have the right to review anfl approve all butlding plans, si[e plans and signage, including modifications thereof pettaLUng [o The Cafes}lan Pavlllon, whtch approval shau noc be unreasonauly wttnhela. The proposed budget for �he Projecc is $900 I. Pundidg for ihe Pro�ect is to be provlded as follows: , 1. ; bona[ion from G.L. Cafesjian 2. Donation from the Cicy 3. . Commercial loan acyulred by OFC Tot81 FUnds'shall be made available and spenc as follows: K. $400,000 $200,000 $300,000 $900,000 Ci.L. Cafesjian shall make his $400,000 conuibucion avaitable to OFC unaer the Pollowing schedule: A. $100,000 upon pteliminary approvai of all inicial bulldi�g plans, site pians a�d signage by the Ciry and C3.L. Cafesjian as outltned in III.O. aad IiI,H. ; B. $150,�0 wittiin chitry days of IFI.K.i.A. C. $100,000 within sixry days of II1.K.i.A. ll. $ 50,000 within ninecy days of III.K.1.A. : . � , . � RY 2. � The City will pay upon receipt of invoices for �he varlous pvrtions of thc Project that are deemed to be the City`s responsibility to a tocal of + g2Qp,ppp as per II.E. and II.J. abovc- 3. . OFC shatl make [h� funds it secures via a commcrcial3oan availablo on ; an as ne�ded basis to insure the conttnued progress and cocnplecion of [he � Projeot. L. If the cost of the Project is over �900,000, OFC cannot, involuntarily, bo oblig�ted to incui debt beYand tria $300,�0 identified above. OPC, che City and �3.L. Cafesjian shall meet [o detetmine how co remedy any budgetary shor[�alls as they becomc known. M, Upo� completion of ttse Ptoject, OFC shall provide atl conscruc[lon and project watr�nttes, guarantees, operatins and malntenance n�annals and a complete set of re�ord drawings and specifichtions co the City. OFC shsi{ obtain Cercificate of Occupancy and shall an�ange for City's petsonnel's insuuc[iona] walk through of the comptered Cafesjlan's Pavtlion. N. Upon completion of the Project, the ownership of The Cafesjian Pavilion shall resc wlch the City. O. Upoq complecion of [he Project,The CafesJian Pavilion sha11 be named for and dedic�ted to G.L. Cafesjian. P It is t�e goal of the partieS to have Cafesjian Pavilion substant�aliy complece by Uctoper 1, �998 and w be ready to open to the public by April 15, 1999. No penalty shall be assessefl any party [o mts agreemenc ii this ctme schedute ts noc realized. Q. The �ity may aslc, by giving reasonable no[iCe to OFC, that construction on [he Proj t be curcatted or stoppea for a perloa of ttme tn order to insure thac evencs ln th�viclnlry of [he eons[rocdon slce are not nega�ively affe��ed. III. bPERATIONS IPI COMO PAILK A. 'The �ity wilt lease the completed Cafesjlan Pavilion to OFC for an inisiai cerm of 30 yeazs commencing pccober 1, 1998 anQ ending Occober 1, 2028. B. 1'he �erms of this agreempnc sriall be su[omaticalty extended for periods of cen (10) �eats in perpetuity unless Cafesjian's Carousel is removecl per seccton IV.G.Z. qY ~y�? C. Uk'�: shall pay the City 15 % of iis gross revenues from riAership, gift shop salqs noveicy sates, rentats, photo shoots and any other revemie gencrating act�vlties. All revem�e figures sLall be net of Sta[e sales tax. SpeciIIcally exempcect from chis requiremenc are any aona�ions, grazus or loans received by OFC. Payments due the Ciry shall be made by December lst for the previous OFC fiscal year (October lst to September 30'") and shall be adjasted as necessary after the annua! audit is complete. IV. OBLIGA'1'IOi�IS OF PARTIES A. OFC ResponsIbilides OPC will keep Cafes�ian's Carousel in Como Park in perperuity. OFC will keep it accessible to rhe public as an operable ride as long as that can be aone safely an� as a scaUonary ar�-hiswry object if Cafesjian°s Carouscl becomCS inoperable. 2. � OPC shall, by 7$nuary 15sh of each year of this agreement, submit to the Clry irs proposed operadng scfleAWe for that yeaz. The" Ciry shall hava the righc to approve lhe proposed scheclule. Such approvat ShaU not be unreasonably wi�hheld. 3. OFC shall, by 7anuazy 15ch of each year of thSs agreement, submic its � proposed dcket prices and ren�al ra�es to the Ctty for the C1ry's approval. � Such approva] shall noc be unreasonably wichneltl. Ic is agreed that the , ctckac prlce for she ilrss tvro years of chis agreemenc (1999 and 2�0) shell be $1.30 per rlde. 4. ' Except for mecfian3cal failure ot the Carousel, namra! Qisaster, fire, vandalism, a material cha�qge to Como Park or persistent signlficant operactng tosses, OFC wlli operace according co a scheclule agreed co � between OFC and th� City. E. � Each year OFC Shsil provide five (5) free days to Ramsey County ' Resldenu to ride Cafesjian's Carousel. Ac least one Of these days shall be in June, one in July ana one in August each year. The five (5) free days sha11 be ideattifSed in trie proposed operacing schedute OPC submirs to thc Clty cach ycar. 6. , OPC sha11 provide che Cicy with an auditet! fiirencial report of revenues � and expenses rela[ed co CafesJian's Carousel operation each year. Such , .. . ,• . q�•9�7 re�on shali be dus w che City by Janvary i5th of each year for OFC's grevious fescal year, 7.; Camo ParX is c�osed from 11:00 p.m. to 6:00 a.m. Therefore any rentals, photo shoots or other activiries in The Cafesjian Pavilion during these times must be approved by the City at teast oae week prior to the scheduled event. Such approval shall not be unreasonably withheld. 8• , OFC shatl pay all expenses of its operation inclnding utilities. As part of � the construction;process, arrangemenu shatl be made by OfiC for separate meteri�g of all utilities. 9- ; OFC's giflt shop operation shail only carry and sell products that are directly re]ated to Cafesjian's Carousei or cazousels in general. The City shall have the right to require OFC to remove certain items from its sale inventory if said items conflict with items in otper gift shops operated in Como Park. The Ciry shatl not permic other Como Park gift shops to seil carovsel related items without the agreement af OFC. 10. OFC shall run it5 Cafesjian's Caronse! operation in a manner consistent with other Como Pazk activities and in a manner that reflects positively on OFC, G.L. Cafesjian Corao Park and the City. 11. � OrC shatl be responsible for ai1 evstodial maintenance of the Carousel � building and minor repairs of same. Tn addition, OFC shall 6e responsible for the disposition of any hazardous waste it generates. 12. OFC sha11 carry �nd keep in force Commercial Generat Liabitity ' Insurance, including blanket contractual liabitity coverage, personal . ; injury liabi[iry coverage; and broad form property damage liabitity endorsement, with a combined singie limi2 of not less than $1,OOp,p00 , per occurrence. 3�eh insurance shall name the City as an additional insured and be pilmary with respect to OFCs insurance, be written on an occurrence for�n policy basis and an aggregate policy limit of five million dollars. Such policy shal! contain a provision that the canier ' shall notify the City at any time that insvrance coverage lapses. l�rther, ; it is agreed that the $I,000,000 insurance amonnt shalt be increased at � any ti,nc, the State s�atute retating to municipality exposure limits is increased. OFC wil! provide a capy of said policy to the City. 13. ' oPC snali carry and keep in force Commercial Property Insurance on and for tl�e full assessed value of Ca#esJlan's Camusel. OrC shal! ' provide a copy of saic� policy to the City. , . ��'`�� 14. iNo employee of OFC shail be requlrefl or peTmlcted co work longer than "forcy-eight (48) hours in any one weeK, but addtrional hours may be ;worked if over time.i,s paid theretoie 8c the hourly ra�e for such �cmployment. 15. ; OFC suaii make no clalm againsc che Ciry on aceount oY any loss or damage by fire, water, gas, elecvic faiiures, etc., wtthin The CafesJlan 'Pavilion. 16. �OFC wiil not maKe any alterations to The Cafesjian Pavilion wl�Ytouc [he ;written consent of the Cicy and G.L. CaYesjian, such cunsvn�t not to be 'unreasonably withheld. If OFC desires to make any such al[eradons, an ;accurate description shall first be submitted [o and approved by thc Ci�y ;and G.L. CafesjiaA and such alterations ShaU_be done by OFC at 1[s own expense. All such work shati be performed unfler the City's supervision , and any improvements mada to r.he building as OPC's expense shalL `becorae the property of the Ciry. OFC agrees that ali alterations w111 be � done in a worka►anlike manner and 3n conformance witla appllcable building codes, that, the struCNCa! integrity and buflding systems of Thc � Catiesjian Yavilion witl not be impaiced, anQ thac no 11ens wlil auach a ; The Cafesjtan Yavilion by teason thereof wichout grlor wrlccen consenc of the City. Such conseni shalf not be unreasonably withl�efd. 17. OFC shall keep and observe all Uae laws and ordinances relactng co said Fremises and the carc an� use chereof. 18. ; OFC for itseif, iu personal representa[►ves, successors in 4ntcrest and , assigns, as a part ot the consideradon bereof, does hereby covenans arn1 ; agree, as a covenant tvnning with thls agreement: `, a. No Person, on the grounds of race, sex, sexual or afPeottonal orientation, color, creed, retigion, age, disabll#[y, famltlal s�atus, marital stahts, siatus with respect to publio asslstuacc or nationai origin or ancastry shall be excluded from panicipating fn, be denied the benefits oF or be otherwise subjected to dlscrlmina�iun in ehe use of the Carousel. b. �FC shall �sse The Catesjian Pavltion in compliance wich all other requi�ement� imposed pursuant W ttse Sainc Pau1 Legislaclve Code Chapter 183, Minnesota Stat. Chapter 363 and at1 other ' • ' • ��-q c. � State, Locel or Federal laws, rules, regulatio�u relating ta dlscrimination. 3 9. ' Upon termination of this Lease, OFC shall vacate and �urrender The Cafesjian Pavilion to the Ciry in as gaod conai[ion as ic was at ihe � inception of the lease, normai wear from usage and the pnssagc of timo ezcepted. B. Clty �esponsibilitics The City shatl be responsible for all normal uash removal frQm The Cafes)lan Pavilion. 2. � The Ciry shall be tesponsible for on going excemai and interior maintenance of The Cafesjian Pavilion. This does not fnclude generat � day co day custodial mainunance. - 3. �'1'he City shall be responsible for the cara snd upkeep on all landscaped areas in the vicinity a� immediately adjacenc m The Cafes)lan Pavition. 4. The Cicy will use ics bes� effor[s co promo[e and market Caiesjian's Carousel chrough i[s vartous ouQets and brochures. The Cicy wili anaKe available to OFC, on a space availab2e basis, meetin�g rooms for �FC board mee[ings and elasstoom space for OFC Carousel cducatlon programs. 6. 7he Clcy shall insure The Cafesjian Pavilion under ics umbreila policy � for all City of Sal'n� Paut owned properties. C. Qoneral Provisions ; G.L. CafesJian hereby appoints the CafesJian Famiry Poundatfon as his successor in 3nceres[ co ecc in his place under chis agreemenc in ihe event . of hls fleach. G.L. Cafesjlari has [he clghc co change chls deslgnatlon ; upon giving written notice to the Ciry and OFC. 2. Cafes�ian's Carousel may not be moved from Como Yaik except wlih the expressed wri[[en agreemen[ of OFC, G.L. Cafesjian or his designee � and the City. , In the event ihat revenues Senerated from CaYes�ian's Carousel are insufficienc w cover opera[ing cosuc and reasonable debu servlce, che 8 .,..�. �� Cisy shatt rcnegodace che fte suucture mat OrC pays to the City. 4. The Cicy or OFC may cancel this agceecnent for cause. Cause being � defined as fatlure [p correct a material breach of this agreement within ; sixry days xllcr receiviqg wnc�en noaflca[ion of the breach from the othcr pany. Alt il4ancial obiiga[ions of the parties incurred prior to the . cliuo of the cancellaclon shaA remain Uie responsibility of that party. :. Adtlitional no[ice shall be given to G.L. Cafesjian who tnay choose tA � curc the breach. 3. Private zen[ais of The Cafesjian Pavilion shall be allowed as long as they ; occur oucslde che Cafbsjian Carousel's normal operating hours. 6. This agteement may be amended, at any time, by agreement of the City, ; OFC and C3.L. CafesJlart. � 7. OFC owns a Wurlt[zer i33 Band Organ. The City and OFC wi41 work , cooperaiivoly on the placement of the band organ so that it is not in�rusivc to near-by residenus or disrup[ive to other Como Park users. ` Por spzclat evonts in [he arca suCh as wadding ceremonies, dedications, ; etc., che Ciry may dlrect OFC not to use thc organ for a period of tlme. OFC s[afP ana volunteers shali have access to ComO Park at all times that ; che park is open. If it is necessary for OFC to have access at off times, OFC shatl coniacc the City's Manager oT Environmental Services to make arrangcments�for access. � Prosencty no adsnisslon fee is charged to enter the 4omo Zoo gxounds � and che area where T6e CafesJian Pavllion is to be located. If a fee � structure is implemented for these areas OFC staft and volunteers will not be charged tlie fe�. S0. ; Aii nottecs, rcquescs, demands and o[her communicadons shati be in , wricing and shail be deemed given if Personally delivered or maited, � certtfled mall, remrn receipt requestefl, to the following addresses: � City: Robett P. Piram Superintendenc of ParKs anA Reereation 25 W. 4th S2reec, Room 3W Sainc Paul, MN 53102 OFC: Peter Boehm 0 ;.. . �. . ��'9��7 Our Fair Carousei Incorporated P.O. Boz 17276 5a1n[ Paul, MN 55117 For Getazd L. Cafes�ian Gerard L. Cafesjian • c/o The Cafes�ian Famity Foundation 4001 Tamiami Trail NOtth Suite 425 Naples, Florida 34103 For che St. Paul Ei.R.A. Pamela WheelocK Exccudvc Diccctor 25 W. 4th Stree[, Room 1300 Sa9nt Pau�, MN 55102 v. Thls docume�►t contains the entire agreemeat between the parties and supersedes aqy prlor ne�otiatlons, wrttings and agreements between the parties with respect to the Carousel, CITY OP SA.INT � Its $y: YYti YY'"�"`r`-'xX l�! or af F nancial Scrvico HOUSING AND REDEVELOPMEN? AUI'HORIr,7 THE CITY OF SAINT PAUL // � I[s Executive � Approved as to form: � 5 ' � Y' , / � � VI By. �% „ Ass' t City Attoraey Director of Pazks and ecreation UUR t'Alit CAKU� S��'L, INCORPORATED GERARD L. CAFESJIAN � G:�SP� W P�OftECMNTCAROUS6�.CtK 10 w = o = U � �- �= U " G = /� 1 w � � 0 ¢ ¢ z ¢ w ¢ 0 > � w h a oa ¢Q ww `x� wa � s R a r �^ �/ / � � V�� Council File # �0��'/ QRIGINAL RESOLUTION CITY OF SAINT PAUL, MINNESOTA Green sheet # 62738 Presented By l5 Referred to Committee: Date 1 WHEREAS, The City of Saint Paul, Our Fair Carousel Inc. and G.L. Cafesjian 2 have agreed to relocate Cafesjian's Carousel (A.K.A. Philadelphia toboggan Company 3 Carousel #33) in the City's Como Park; and 4 5 WHEREAS, it was estimated that a facility to house the Cafesjian's Carousel 6 would cost approximately $900,000; and 7 8 WHEREAS, the design for the facility agreed to by Our Fair Carousel, Gerard L. 9 Cafesjian and the City is estimated to cost $1,100,000; and 10 11 WHEREAS, this results in a shortfall of $200,000; and 12 13 WHEREAS, Gerard L. Cafesjian has agreed to provide $100,000 of this shortfall; . 14 and 15 16 WHEREAS, the attached Resolution aommit� the City of Saint Paul to provide the 17 other $100,000 needed for the facility; 18 19 NOW THEREFORE BE IT RESOLVED, by the Council of the City of Saint Paul that 20 the proper City Officials are directed to enter into the attached Amendment to the 21 Agreement dated May 14, 1998 for the above stated purpose. 22 23 2 �z 25 26 Yeas Nays Absent 27 Benanav � Requested by Department of: 28 Blakey_ � 29 Bostrom ✓ � Parks e reation 3 0 Col eman ✓ � 31 Harris ✓ B �'��i � 32 Lantry 33 Reiter Form Approved by City At ey 35 � l sy: �a� ZJ�ry�� 36 37 Adopted by Council: Date ��`�`�� Director of Financial Services 38 � 39 Adoption Certi£ied by Council Secretary By: r� 40 41 By � Approved Mayor r ubm'ssion to 42 �� 1 , 2 , \ / u Coun ' � � 43 Approvea q r: D e: << - � 44 � y: 45 By: o A�A...G'/ r1 - {u �� DEPARIMENT/OFFICElCC:1NCIL DATEINRIATED GREEN SHEET �� NO. 62738 Parks and Recreation 70/09/98 fANTACC PE[i50N AND PHpNE INRIPLIDATE tNITiAl/DATE Vic Wittgenstein 266-6409 � 1 DEPARTMENTDIRECTOR 4 crtvcouNai ASSIGN NUMBEP FO 2 CT' ATTORNE`/ _CT' CLERK MUST BE ON COUNdL AGENDA BY IDAtt� AOUTING OHOEfi _BUOGEf DIRECTOR FlN. & MGT. SERVICES Dlfl. 3 MAYOR fOR ASSISrAM7 5 Parks and Recreation TOTAL S OF SIGNAiURE PAGES _(CLIP ALL LOCATIONS FOR SIGNANRE) ACIION REQUESTm: Signatures of the Superintendent of Parks and Recreation, City Attorney, Mayor, and Passage of the attached Resolution by the City Council. The Resolution allows the City to amend it's Agreement with Our Fair Carousel Inc. and Gerasd Cafesjian. RECOMMENDATIONS: ApP�ove IA� or fleject (R) PERSONAL SERVICE CONTBACTS MUST ANSWER THE FOLLOWING QUESTIONS: _PLANNING COMMISSION _CNIL SERVICE COMMISSION �. Has this persoNfirm ever worketl under a con[2ct tor tt�is department? CIB COMMITTEE _ YES NO A STAFF 2. Has this pe�son/firm eve� been a ci[y employee? YES N� _pISTRICT COUNCIL _ 3. Do¢s this person/firm possess a skill not narmally possessed by any c�r�en[ ciry employee? SUPPORTS WHICH COVNCIL OBJEGTIVE? VES NO Explain sll yes answers on separa[e sheM and attach to green shee[. INITIATING PROBLEM, ISSUE, OPPORTUNIN (Who, WM1a[, Whsn, Whe�e, Why): The building to house Cafesjian's Carousel in Como Park is expected to cost 5200,000 more than anticipated. Gerard Cafesjian (donor) will provide S100,000 of this shortfall and we are asking approval to have the City provide the other $100,000. Our Fair Carousel Inc., Gerard Cafesjian and City staff have agreed to the proposed design for the facility. ADVANTAGES IF APPROVED: The new building will be built. '-�',,* �_�. s�,��' �:3��a �� t� DISADVANTAGESIFAPPROVED: ��T ; 2 if1Pt� 177 None. - -_ s; ^-�� ; �.� 1 . i- p � n�H t��1ti9�� :. � yi {Z .`]�Y „ � - „� . , T �y '"��...i e' DISADVANTAGES IF NOT APPROVED: The Project may not occur as the three principles, Our Fair Carousel Inc., Gerard Cafesjian and the City have agreed to this design. TOTAL AMOUM OF TRANSACTION S � OO,OOO COST/REVENUE BUDGE�ED (CIRCLE ONE) YES NO FUNDING SOURCE General Fund Balance ACTIVR NUMBER 001-00 0-9830 VQ��s , �J�aE�-� •., : �i.l FINANCIAL INFORMATION: (EXPLAIN� The City will provide an additional $100,000 to the Project. � Q��! �. k �� -�L�I FIRST AMENDiVIEIV'T TO THE AGREEMENT This Amendment dated the day of , 1998, is made and entered into by and amon� the City of Saint Paul, a homz rule charter city and a municipal corporation of the State of Minnesota ("City"), the Housing and Redevelopment Authority of the City of Saint Paul ("HRA"), Our Fair Carousel Incorporated, a Minnesota non-profit corporation ("OFC") and Gerazd L. Cafesjian, (G.L. Cafesjian) and amends the A�reement dated May 14, 1998 by and between the parties. WITNESSETH: WHEREAS, parties have previously entered into an Agreement for the relocation of Philadelphia Toboggan Company Cazousel #33 ("Cafesjian's Cazousel") in the City's Como Pazk; and WHEREAS, said Agreement set forth the fmancial and other obligations of the parties hereto; and WHEREAS, THE City and G.L. Cafesjian have each agreed to increase the amount of the'u fmancial contribution to the Project; and WHEREAS, the date for completion of the Project has been e�ctended; NOW, THEREFORE, the City, HRA, OFC and G.L. Cafesjian mutually agree and acknowledge as follows: The City and G.L. Cafesjian will each contribute an additional $100,000 to the Project. 2. Pazagraph I.F. is amended to read as follows: OFC may not pledge or encumber Cafesjian's Carousel or its parts in excess of Four Hundred Thousand Dollars ($�00,000) without permission of the City and G.L. Cafesjian or his designee. Such permission shall not be unreasonably withheld. �� Paragraph II.F. of the Agreement is amended to read as follows: In order for the City's $300,000 contribution to this Project to comgly with II.E. the Ciry will, through its contract processes, provide for $3Q0,000 worth of site work, building construction, landscaping work _ andior professional services for the Froject at its cost. �Y-q�� Paragraph II.I. of the A�reement is amended to read as follows: The proposed bud�et for the Project is $1,100,000 Para�raph II.J. of the Agrzement is amended to read as follows: Fundin� for the Project is to be provided as follows: 1. Donation from G.L. Cafesjian $ 500,000 2. Donation from the City $ 300,000 3. Commercial loan acquired by OFC $ 300.000 Total: $1,100,000 :'� Pazagraph II.K. of the Agreement shall be amended to read as follows: G.L. Cafesjian shall make his $500,000 contribution available to OFC under the following schedule: A. $150,000 upon preliminary approval of a11 initial building plans and signage by the City and G.L. Cafesjian as required III.G. _, . and III.A. � �" ds � � �- =� r ..,, :�� -�-. . � _.'_ :. .; B. $100,000 within 15 days of the commencement of the in§tallation =,`= ' of the exterior masonry wall system. C. $150,000 within 15 days of the commencement of the erection of the structural steel. D. $100,000 within 45 days of the commencement of the erection of the structural steel. 2. The City will pay upon receipt of invoices for the various portions of the Project that are deemed to be the City's responsibility to a total of $300,004 as per II.E. and II.J. above. • 3. OFC shall make the funds it secures via a commercial loan available on an as needed basis to insure the continued progress and completion of the Project. Paragraph II.L. of the Agreement is amended to read as follows: If the cost of the Project is over $1,100,000 OFC cannot, involuntarily, be obligated to incur debt beyond the $300,000 identified above. OFC, the Ciry and G.L. Cafesjian shall meet to deternune how to remedy any budgetary shortfails as they become know. q U.q �? F:� Paragraph II.P. of the Agreement is amended to read as follows: It is the goal of the parties to hace Cafesjian Pavilion substantially complete by October 1, 1999 and to be ready to open to the publac by April 15, 2000. No penalty shall be assessed any pariy to this A�reement if this time schedule is not realized. � Para�raph III.A, of the Ao eement is amended to read as follows: The City will lease the completed Cafesjian Pavilion to OFC for an initial term of 30 years commencing October 1, 1999 and ending October 1, 2029. 10. Paragraph IV.A3. of the Agreement is amended to read as foliows: OFC shall, by January 15`" of each yeaz of this Agreement, submit its proposed ticket prices and rental rates to the City for the City's approval. Such approval shall not be unreasonably withheld. It is agreeii that the ,._ ticket price for the first two years of this Agreement (2000 aii3 2fl01) shall .. � be $1 50 per ride. _ -� -. _ . ,- � a� � _�.._ �_ ....: .�. � ;� � IN WITNESS WF�REOF, the parties hereto have caused ttris document fo be executed ". on the date first written above. � ` CITY OP SAINT PAUL By: Its Mayor By: Director of Financiai Services By: Superintendent of Pazks and IZecreation Approved as to form: � �y: Assistant City Attomey G:VSAWPA6REEbAl7\Cazousel Isi Amendment to the AgmCwpd HOUSING AND REDEVELOPMENT AUTHORITY OP THE CITY OF SAINT PAUL � Its Executive Dizector OUR FAIIZ�JSEL B � � �z?�� Its Presid nt Gerazd L. Cafesji � � �rPP.NC.� i Tsf GJ �' .�'� ,�-� �^'�--� � c� � ,9 G? AGREEMENT This Agreemcnt daled the � day oEApx�,' 1998, is made and ernered into by and among the City of Saint Paul, a homezule chartez city and a municipal corporation of the State of Minnesota ("City"}, the Housing and Redevelopment Anthority of the City of Saint Paul, a public body coporate and po]itic ("H.R.A."}, (�r Fair Carousel Incorporated, a Minnesota non prvfit corporat�on ("OFC") and Gerard L. Cafesjian, (G.L. Cafesjian}. Witnesscth: WHEREAS, a11 parties to this agreemet�i have previously entered into agreaments for the financing restoration, installaUor► and operation of a carousel, specifica]ly a Carousel �nding Agreemenl dated March 1, 1990; a Carousel Tnstallation, Permit and Operacion Agreement dated March S, 1990; a Personal Guaranty dated March 8, 1990; a Donor Agreement dated March 12, 1490; azi Amendment to the Carousel Installation Permit and Operation Agreement dated November 13, 1497, attd an Atnendmcnt co the Carousel �nding A�reement, dated November i3, 1997; and a Carousel Sale Agreement dated November 24, 1997, a� a First Amcndinent to Q►c �ersonal C3uaranry 6ated Deeembex 15, 19Y'7 and; WHL�Ii�AS, DPC, �G.L. Cafesjian and the City have determined to relocate Philadelphia Toboggan Coropany Camusel �f33 (a.K.a. Cafesjian's Carousel) in the City's Como Park; here in aflter called tlic P�oject; and WHBREAS, a�a parUes to U�e agreements above wish to set forth the financial and other obNgations by and tb each other pertaining to locating Cafes}ian's Carousel in the City's Com� Pnrk; ' NOW THEREFORT�, the City, H.R.A., UFC and G.L. Cafesjian mutually agree and acknuwledge as follows: I. PURSUAN'�'1'Q EX15TI1V(i A(iREEMENTS A. Oucsjanding ffnancial responsibllittes of OFC to the H.R.A. in the amounts of �314,000 usec! co purchase �t►e Carouse] and $250,W0 debt owed to the City for Tow� Square Park Restoration are here-by canceled. Further the cancellation of the debc to the H.R.A. voids [he Perso»al Guaranty dated March 8, 1990, and che r�menQmenc flared December 15, 1497 of G.L, CaY'esjian to the H.R.A. The H.R.iA. wlli recurn [he orlg9nal agreements to G.L. Cafesjian ma[ked canceled, as of�ihe date flrst writt�u xbove. B. The �ill of 5ale received by OFC from the Cily is here-by annended to remove ait sc�curity intcrrata the Ciry has regarding Cafesjian's Carousel. a�" C. OFC'� board of directors wi11 amend iu bylaws within sixty days of execation of this agreement to atlow for the aQpointment of three mcmbers of'the OI�C board,by the Mayor of the City. It is agreed that the three representatives appoi ted by the Mayor will be salected from ihe foliowing: one will be a Saint Paul �ivision of Parks and Reczeation employee, one wi12 be a resident of the Como; Perk area of Saint Paul; and one w"s!t be an at large selaction. D• 4IrC'� board of direcrors wili amend its bylaws within six months of the execution of this agreement [o provide for the appoinanent of an execvtor in the event OFC ceases to exist as a Minnesota Corporation or materialiy oltang�s its corporate putPose. B. In kccp ing with curren[ OFC bylaws dated January 23, 1998, OFC wiil not sell Cafesjlen`s Carousel or its compbnents during the term af this agreement and any subsequent tenns. r. OPC inay noc pledge or encumber Cafesjian's Carousel ar its parts in excess of thirry percent (30 %) of the assassed valuation of Cafesjian's Carausel without permission of the C3cy and G.L. Cafesjian or his designee. Such permission shall nQt be unreasonably withheld. II. PROJECT A. Thc City will provide a site in Como Pazk per attached Exlaibit A for OPC to build, �nd OFC wlll eause to be buil[ on said site, a building to house Cafesj n's Cazousel, described as: A ctrcplar, open a1r pavllion, to be knowtt as The CafesJian Pavilian, appro�lmately $0 Feet in dianneter to house the Carousel. The buitding must meet a�i eppltcable bulidtng codes. The building should be constructed to have tt�e Carousel vlstble bn approach from all sides when open, and secure from f1re, theft, vandallsm and elements when closed. A heated area of appro�{tmately IOD� square Peet adjacent to the building will cohtaln year- round bffice space, staft bathroom, utilities, storage, and a restorat[on studio.' � B. As par� of OPC's responsibiliry for the Project, it shail be responsible for all site prepar�clon, al3 uclllties, fiNsh work and landscaping in proximity and neeessary for the new building, not provided by the City in Section IT.F. C. In completing ihis PmJect OFC wi11 contract with registered professional anhitequ and engtneers and wilt retatn a licensed construction company ta do the woi!kk neces�azy to compiete the Projeet. Z a� D. The City shall have the right to approve all architeCts, engineers and constnlccion companies hired by OFC. B. Due to the City's financial conuibuiion 2o ihis Pzoject herein, DFC wi11 compiy w3m atl ordlnances and regulacions per�aining [o che use of Ciry funds for constniction projccts. F. ln orcler for [1ae Clcy's 5200,000 conalbucion co chis ProJecc to comply with II.E. the Ciry wiil, through ics conuacr processes, piovlde for $200,000 worth of site vrork, building Construction, lanflscaping work andfor professional servic�.s Yor che Pro�ecc at its cosc. G. The Ci[y shall have che righc co review anfl approve ail building plans, site plans an8 signage, including modiflcations thereof penaining w The Cafesjlan Pavilion which approval shal! noc be unreasonably withhel0. H. G.L. Catesjian, in keeping with the Donor Agr�ment between G.L. CaPesjian and O�C, shall have the right to review anfl approve all butlding plans, si[e plans and signage, including modifications thereof pettaLUng [o The Cafes}lan Pavlllon, whtch approval shau noc be unreasonauly wttnhela. The proposed budget for �he Projecc is $900 I. Pundidg for ihe Pro�ect is to be provlded as follows: , 1. ; bona[ion from G.L. Cafesjian 2. Donation from the Cicy 3. . Commercial loan acyulred by OFC Tot81 FUnds'shall be made available and spenc as follows: K. $400,000 $200,000 $300,000 $900,000 Ci.L. Cafesjian shall make his $400,000 conuibucion avaitable to OFC unaer the Pollowing schedule: A. $100,000 upon pteliminary approvai of all inicial bulldi�g plans, site pians a�d signage by the Ciry and C3.L. Cafesjian as outltned in III.O. aad IiI,H. ; B. $150,�0 wittiin chitry days of IFI.K.i.A. C. $100,000 within sixry days of II1.K.i.A. ll. $ 50,000 within ninecy days of III.K.1.A. : . � , . � RY 2. � The City will pay upon receipt of invoices for �he varlous pvrtions of thc Project that are deemed to be the City`s responsibility to a tocal of + g2Qp,ppp as per II.E. and II.J. abovc- 3. . OFC shatl make [h� funds it secures via a commcrcial3oan availablo on ; an as ne�ded basis to insure the conttnued progress and cocnplecion of [he � Projeot. L. If the cost of the Project is over �900,000, OFC cannot, involuntarily, bo oblig�ted to incui debt beYand tria $300,�0 identified above. OPC, che City and �3.L. Cafesjian shall meet [o detetmine how co remedy any budgetary shor[�alls as they becomc known. M, Upo� completion of ttse Ptoject, OFC shall provide atl conscruc[lon and project watr�nttes, guarantees, operatins and malntenance n�annals and a complete set of re�ord drawings and specifichtions co the City. OFC shsi{ obtain Cercificate of Occupancy and shall an�ange for City's petsonnel's insuuc[iona] walk through of the comptered Cafesjlan's Pavtlion. N. Upon completion of the Project, the ownership of The Cafesjian Pavilion shall resc wlch the City. O. Upoq complecion of [he Project,The CafesJian Pavilion sha11 be named for and dedic�ted to G.L. Cafesjian. P It is t�e goal of the partieS to have Cafesjian Pavilion substant�aliy complece by Uctoper 1, �998 and w be ready to open to the public by April 15, 1999. No penalty shall be assessefl any party [o mts agreemenc ii this ctme schedute ts noc realized. Q. The �ity may aslc, by giving reasonable no[iCe to OFC, that construction on [he Proj t be curcatted or stoppea for a perloa of ttme tn order to insure thac evencs ln th�viclnlry of [he eons[rocdon slce are not nega�ively affe��ed. III. bPERATIONS IPI COMO PAILK A. 'The �ity wilt lease the completed Cafesjlan Pavilion to OFC for an inisiai cerm of 30 yeazs commencing pccober 1, 1998 anQ ending Occober 1, 2028. B. 1'he �erms of this agreempnc sriall be su[omaticalty extended for periods of cen (10) �eats in perpetuity unless Cafesjian's Carousel is removecl per seccton IV.G.Z. qY ~y�? C. Uk'�: shall pay the City 15 % of iis gross revenues from riAership, gift shop salqs noveicy sates, rentats, photo shoots and any other revemie gencrating act�vlties. All revem�e figures sLall be net of Sta[e sales tax. SpeciIIcally exempcect from chis requiremenc are any aona�ions, grazus or loans received by OFC. Payments due the Ciry shall be made by December lst for the previous OFC fiscal year (October lst to September 30'") and shall be adjasted as necessary after the annua! audit is complete. IV. OBLIGA'1'IOi�IS OF PARTIES A. OFC ResponsIbilides OPC will keep Cafes�ian's Carousel in Como Park in perperuity. OFC will keep it accessible to rhe public as an operable ride as long as that can be aone safely an� as a scaUonary ar�-hiswry object if Cafesjian°s Carouscl becomCS inoperable. 2. � OPC shall, by 7$nuary 15sh of each year of this agreement, submit to the Clry irs proposed operadng scfleAWe for that yeaz. The" Ciry shall hava the righc to approve lhe proposed scheclule. Such approvat ShaU not be unreasonably wi�hheld. 3. OFC shall, by 7anuazy 15ch of each year of thSs agreement, submic its � proposed dcket prices and ren�al ra�es to the Ctty for the C1ry's approval. � Such approva] shall noc be unreasonably wichneltl. Ic is agreed that the , ctckac prlce for she ilrss tvro years of chis agreemenc (1999 and 2�0) shell be $1.30 per rlde. 4. ' Except for mecfian3cal failure ot the Carousel, namra! Qisaster, fire, vandalism, a material cha�qge to Como Park or persistent signlficant operactng tosses, OFC wlli operace according co a scheclule agreed co � between OFC and th� City. E. � Each year OFC Shsil provide five (5) free days to Ramsey County ' Resldenu to ride Cafesjian's Carousel. Ac least one Of these days shall be in June, one in July ana one in August each year. The five (5) free days sha11 be ideattifSed in trie proposed operacing schedute OPC submirs to thc Clty cach ycar. 6. , OPC sha11 provide che Cicy with an auditet! fiirencial report of revenues � and expenses rela[ed co CafesJian's Carousel operation each year. Such , .. . ,• . q�•9�7 re�on shali be dus w che City by Janvary i5th of each year for OFC's grevious fescal year, 7.; Camo ParX is c�osed from 11:00 p.m. to 6:00 a.m. Therefore any rentals, photo shoots or other activiries in The Cafesjian Pavilion during these times must be approved by the City at teast oae week prior to the scheduled event. Such approval shall not be unreasonably withheld. 8• , OFC shatl pay all expenses of its operation inclnding utilities. As part of � the construction;process, arrangemenu shatl be made by OfiC for separate meteri�g of all utilities. 9- ; OFC's giflt shop operation shail only carry and sell products that are directly re]ated to Cafesjian's Carousei or cazousels in general. The City shall have the right to require OFC to remove certain items from its sale inventory if said items conflict with items in otper gift shops operated in Como Park. The Ciry shatl not permic other Como Park gift shops to seil carovsel related items without the agreement af OFC. 10. OFC shall run it5 Cafesjian's Caronse! operation in a manner consistent with other Como Pazk activities and in a manner that reflects positively on OFC, G.L. Cafesjian Corao Park and the City. 11. � OrC shatl be responsible for ai1 evstodial maintenance of the Carousel � building and minor repairs of same. Tn addition, OFC shall 6e responsible for the disposition of any hazardous waste it generates. 12. OFC sha11 carry �nd keep in force Commercial Generat Liabitity ' Insurance, including blanket contractual liabitity coverage, personal . ; injury liabi[iry coverage; and broad form property damage liabitity endorsement, with a combined singie limi2 of not less than $1,OOp,p00 , per occurrence. 3�eh insurance shall name the City as an additional insured and be pilmary with respect to OFCs insurance, be written on an occurrence for�n policy basis and an aggregate policy limit of five million dollars. Such policy shal! contain a provision that the canier ' shall notify the City at any time that insvrance coverage lapses. l�rther, ; it is agreed that the $I,000,000 insurance amonnt shalt be increased at � any ti,nc, the State s�atute retating to municipality exposure limits is increased. OFC wil! provide a capy of said policy to the City. 13. ' oPC snali carry and keep in force Commercial Property Insurance on and for tl�e full assessed value of Ca#esJlan's Camusel. OrC shal! ' provide a copy of saic� policy to the City. , . ��'`�� 14. iNo employee of OFC shail be requlrefl or peTmlcted co work longer than "forcy-eight (48) hours in any one weeK, but addtrional hours may be ;worked if over time.i,s paid theretoie 8c the hourly ra�e for such �cmployment. 15. ; OFC suaii make no clalm againsc che Ciry on aceount oY any loss or damage by fire, water, gas, elecvic faiiures, etc., wtthin The CafesJlan 'Pavilion. 16. �OFC wiil not maKe any alterations to The Cafesjian Pavilion wl�Ytouc [he ;written consent of the Cicy and G.L. CaYesjian, such cunsvn�t not to be 'unreasonably withheld. If OFC desires to make any such al[eradons, an ;accurate description shall first be submitted [o and approved by thc Ci�y ;and G.L. CafesjiaA and such alterations ShaU_be done by OFC at 1[s own expense. All such work shati be performed unfler the City's supervision , and any improvements mada to r.he building as OPC's expense shalL `becorae the property of the Ciry. OFC agrees that ali alterations w111 be � done in a worka►anlike manner and 3n conformance witla appllcable building codes, that, the struCNCa! integrity and buflding systems of Thc � Catiesjian Yavilion witl not be impaiced, anQ thac no 11ens wlil auach a ; The Cafesjtan Yavilion by teason thereof wichout grlor wrlccen consenc of the City. Such conseni shalf not be unreasonably withl�efd. 17. OFC shall keep and observe all Uae laws and ordinances relactng co said Fremises and the carc an� use chereof. 18. ; OFC for itseif, iu personal representa[►ves, successors in 4ntcrest and , assigns, as a part ot the consideradon bereof, does hereby covenans arn1 ; agree, as a covenant tvnning with thls agreement: `, a. No Person, on the grounds of race, sex, sexual or afPeottonal orientation, color, creed, retigion, age, disabll#[y, famltlal s�atus, marital stahts, siatus with respect to publio asslstuacc or nationai origin or ancastry shall be excluded from panicipating fn, be denied the benefits oF or be otherwise subjected to dlscrlmina�iun in ehe use of the Carousel. b. �FC shall �sse The Catesjian Pavltion in compliance wich all other requi�ement� imposed pursuant W ttse Sainc Pau1 Legislaclve Code Chapter 183, Minnesota Stat. Chapter 363 and at1 other ' • ' • ��-q c. � State, Locel or Federal laws, rules, regulatio�u relating ta dlscrimination. 3 9. ' Upon termination of this Lease, OFC shall vacate and �urrender The Cafesjian Pavilion to the Ciry in as gaod conai[ion as ic was at ihe � inception of the lease, normai wear from usage and the pnssagc of timo ezcepted. B. Clty �esponsibilitics The City shatl be responsible for all normal uash removal frQm The Cafes)lan Pavilion. 2. � The Ciry shall be tesponsible for on going excemai and interior maintenance of The Cafesjian Pavilion. This does not fnclude generat � day co day custodial mainunance. - 3. �'1'he City shall be responsible for the cara snd upkeep on all landscaped areas in the vicinity a� immediately adjacenc m The Cafes)lan Pavition. 4. The Cicy will use ics bes� effor[s co promo[e and market Caiesjian's Carousel chrough i[s vartous ouQets and brochures. The Cicy wili anaKe available to OFC, on a space availab2e basis, meetin�g rooms for �FC board mee[ings and elasstoom space for OFC Carousel cducatlon programs. 6. 7he Clcy shall insure The Cafesjian Pavilion under ics umbreila policy � for all City of Sal'n� Paut owned properties. C. Qoneral Provisions ; G.L. CafesJian hereby appoints the CafesJian Famiry Poundatfon as his successor in 3nceres[ co ecc in his place under chis agreemenc in ihe event . of hls fleach. G.L. Cafesjlari has [he clghc co change chls deslgnatlon ; upon giving written notice to the Ciry and OFC. 2. Cafes�ian's Carousel may not be moved from Como Yaik except wlih the expressed wri[[en agreemen[ of OFC, G.L. Cafesjian or his designee � and the City. , In the event ihat revenues Senerated from CaYes�ian's Carousel are insufficienc w cover opera[ing cosuc and reasonable debu servlce, che 8 .,..�. �� Cisy shatt rcnegodace che fte suucture mat OrC pays to the City. 4. The Cicy or OFC may cancel this agceecnent for cause. Cause being � defined as fatlure [p correct a material breach of this agreement within ; sixry days xllcr receiviqg wnc�en noaflca[ion of the breach from the othcr pany. Alt il4ancial obiiga[ions of the parties incurred prior to the . cliuo of the cancellaclon shaA remain Uie responsibility of that party. :. Adtlitional no[ice shall be given to G.L. Cafesjian who tnay choose tA � curc the breach. 3. Private zen[ais of The Cafesjian Pavilion shall be allowed as long as they ; occur oucslde che Cafbsjian Carousel's normal operating hours. 6. This agteement may be amended, at any time, by agreement of the City, ; OFC and C3.L. CafesJlart. � 7. OFC owns a Wurlt[zer i33 Band Organ. The City and OFC wi41 work , cooperaiivoly on the placement of the band organ so that it is not in�rusivc to near-by residenus or disrup[ive to other Como Park users. ` Por spzclat evonts in [he arca suCh as wadding ceremonies, dedications, ; etc., che Ciry may dlrect OFC not to use thc organ for a period of tlme. OFC s[afP ana volunteers shali have access to ComO Park at all times that ; che park is open. If it is necessary for OFC to have access at off times, OFC shatl coniacc the City's Manager oT Environmental Services to make arrangcments�for access. � Prosencty no adsnisslon fee is charged to enter the 4omo Zoo gxounds � and che area where T6e CafesJian Pavllion is to be located. If a fee � structure is implemented for these areas OFC staft and volunteers will not be charged tlie fe�. S0. ; Aii nottecs, rcquescs, demands and o[her communicadons shati be in , wricing and shail be deemed given if Personally delivered or maited, � certtfled mall, remrn receipt requestefl, to the following addresses: � City: Robett P. Piram Superintendenc of ParKs anA Reereation 25 W. 4th S2reec, Room 3W Sainc Paul, MN 53102 OFC: Peter Boehm 0 ;.. . �. . ��'9��7 Our Fair Carousei Incorporated P.O. Boz 17276 5a1n[ Paul, MN 55117 For Getazd L. Cafes�ian Gerard L. Cafesjian • c/o The Cafes�ian Famity Foundation 4001 Tamiami Trail NOtth Suite 425 Naples, Florida 34103 For che St. Paul Ei.R.A. Pamela WheelocK Exccudvc Diccctor 25 W. 4th Stree[, Room 1300 Sa9nt Pau�, MN 55102 v. Thls docume�►t contains the entire agreemeat between the parties and supersedes aqy prlor ne�otiatlons, wrttings and agreements between the parties with respect to the Carousel, CITY OP SA.INT � Its $y: YYti YY'"�"`r`-'xX l�! or af F nancial Scrvico HOUSING AND REDEVELOPMEN? AUI'HORIr,7 THE CITY OF SAINT PAUL // � I[s Executive � Approved as to form: � 5 ' � Y' , / � � VI By. �% „ Ass' t City Attoraey Director of Pazks and ecreation UUR t'Alit CAKU� S��'L, INCORPORATED GERARD L. CAFESJIAN � G:�SP� W P�OftECMNTCAROUS6�.CtK 10 w = o = U � �- �= U " G = /� 1 w � � 0 ¢ ¢ z ¢ w ¢ 0 > � w h a oa ¢Q ww `x� wa � s R a r �^ �/ / � � V�� Council File # �0��'/ QRIGINAL RESOLUTION CITY OF SAINT PAUL, MINNESOTA Green sheet # 62738 Presented By l5 Referred to Committee: Date 1 WHEREAS, The City of Saint Paul, Our Fair Carousel Inc. and G.L. Cafesjian 2 have agreed to relocate Cafesjian's Carousel (A.K.A. Philadelphia toboggan Company 3 Carousel #33) in the City's Como Park; and 4 5 WHEREAS, it was estimated that a facility to house the Cafesjian's Carousel 6 would cost approximately $900,000; and 7 8 WHEREAS, the design for the facility agreed to by Our Fair Carousel, Gerard L. 9 Cafesjian and the City is estimated to cost $1,100,000; and 10 11 WHEREAS, this results in a shortfall of $200,000; and 12 13 WHEREAS, Gerard L. Cafesjian has agreed to provide $100,000 of this shortfall; . 14 and 15 16 WHEREAS, the attached Resolution aommit� the City of Saint Paul to provide the 17 other $100,000 needed for the facility; 18 19 NOW THEREFORE BE IT RESOLVED, by the Council of the City of Saint Paul that 20 the proper City Officials are directed to enter into the attached Amendment to the 21 Agreement dated May 14, 1998 for the above stated purpose. 22 23 2 �z 25 26 Yeas Nays Absent 27 Benanav � Requested by Department of: 28 Blakey_ � 29 Bostrom ✓ � Parks e reation 3 0 Col eman ✓ � 31 Harris ✓ B �'��i � 32 Lantry 33 Reiter Form Approved by City At ey 35 � l sy: �a� ZJ�ry�� 36 37 Adopted by Council: Date ��`�`�� Director of Financial Services 38 � 39 Adoption Certi£ied by Council Secretary By: r� 40 41 By � Approved Mayor r ubm'ssion to 42 �� 1 , 2 , \ / u Coun ' � � 43 Approvea q r: D e: << - � 44 � y: 45 By: o A�A...G'/ r1 - {u �� DEPARIMENT/OFFICElCC:1NCIL DATEINRIATED GREEN SHEET �� NO. 62738 Parks and Recreation 70/09/98 fANTACC PE[i50N AND PHpNE INRIPLIDATE tNITiAl/DATE Vic Wittgenstein 266-6409 � 1 DEPARTMENTDIRECTOR 4 crtvcouNai ASSIGN NUMBEP FO 2 CT' ATTORNE`/ _CT' CLERK MUST BE ON COUNdL AGENDA BY IDAtt� AOUTING OHOEfi _BUOGEf DIRECTOR FlN. & MGT. SERVICES Dlfl. 3 MAYOR fOR ASSISrAM7 5 Parks and Recreation TOTAL S OF SIGNAiURE PAGES _(CLIP ALL LOCATIONS FOR SIGNANRE) ACIION REQUESTm: Signatures of the Superintendent of Parks and Recreation, City Attorney, Mayor, and Passage of the attached Resolution by the City Council. The Resolution allows the City to amend it's Agreement with Our Fair Carousel Inc. and Gerasd Cafesjian. RECOMMENDATIONS: ApP�ove IA� or fleject (R) PERSONAL SERVICE CONTBACTS MUST ANSWER THE FOLLOWING QUESTIONS: _PLANNING COMMISSION _CNIL SERVICE COMMISSION �. Has this persoNfirm ever worketl under a con[2ct tor tt�is department? CIB COMMITTEE _ YES NO A STAFF 2. Has this pe�son/firm eve� been a ci[y employee? YES N� _pISTRICT COUNCIL _ 3. Do¢s this person/firm possess a skill not narmally possessed by any c�r�en[ ciry employee? SUPPORTS WHICH COVNCIL OBJEGTIVE? VES NO Explain sll yes answers on separa[e sheM and attach to green shee[. INITIATING PROBLEM, ISSUE, OPPORTUNIN (Who, WM1a[, Whsn, Whe�e, Why): The building to house Cafesjian's Carousel in Como Park is expected to cost 5200,000 more than anticipated. Gerard Cafesjian (donor) will provide S100,000 of this shortfall and we are asking approval to have the City provide the other $100,000. Our Fair Carousel Inc., Gerard Cafesjian and City staff have agreed to the proposed design for the facility. ADVANTAGES IF APPROVED: The new building will be built. '-�',,* �_�. s�,��' �:3��a �� t� DISADVANTAGESIFAPPROVED: ��T ; 2 if1Pt� 177 None. - -_ s; ^-�� ; �.� 1 . i- p � n�H t��1ti9�� :. � yi {Z .`]�Y „ � - „� . , T �y '"��...i e' DISADVANTAGES IF NOT APPROVED: The Project may not occur as the three principles, Our Fair Carousel Inc., Gerard Cafesjian and the City have agreed to this design. TOTAL AMOUM OF TRANSACTION S � OO,OOO COST/REVENUE BUDGE�ED (CIRCLE ONE) YES NO FUNDING SOURCE General Fund Balance ACTIVR NUMBER 001-00 0-9830 VQ��s , �J�aE�-� •., : �i.l FINANCIAL INFORMATION: (EXPLAIN� The City will provide an additional $100,000 to the Project. � Q��! �. k �� -�L�I FIRST AMENDiVIEIV'T TO THE AGREEMENT This Amendment dated the day of , 1998, is made and entered into by and amon� the City of Saint Paul, a homz rule charter city and a municipal corporation of the State of Minnesota ("City"), the Housing and Redevelopment Authority of the City of Saint Paul ("HRA"), Our Fair Carousel Incorporated, a Minnesota non-profit corporation ("OFC") and Gerazd L. Cafesjian, (G.L. Cafesjian) and amends the A�reement dated May 14, 1998 by and between the parties. WITNESSETH: WHEREAS, parties have previously entered into an Agreement for the relocation of Philadelphia Toboggan Company Cazousel #33 ("Cafesjian's Cazousel") in the City's Como Pazk; and WHEREAS, said Agreement set forth the fmancial and other obligations of the parties hereto; and WHEREAS, THE City and G.L. Cafesjian have each agreed to increase the amount of the'u fmancial contribution to the Project; and WHEREAS, the date for completion of the Project has been e�ctended; NOW, THEREFORE, the City, HRA, OFC and G.L. Cafesjian mutually agree and acknowledge as follows: The City and G.L. Cafesjian will each contribute an additional $100,000 to the Project. 2. Pazagraph I.F. is amended to read as follows: OFC may not pledge or encumber Cafesjian's Carousel or its parts in excess of Four Hundred Thousand Dollars ($�00,000) without permission of the City and G.L. Cafesjian or his designee. Such permission shall not be unreasonably withheld. �� Paragraph II.F. of the Agreement is amended to read as follows: In order for the City's $300,000 contribution to this Project to comgly with II.E. the Ciry will, through its contract processes, provide for $3Q0,000 worth of site work, building construction, landscaping work _ andior professional services for the Froject at its cost. �Y-q�� Paragraph II.I. of the A�reement is amended to read as follows: The proposed bud�et for the Project is $1,100,000 Para�raph II.J. of the Agrzement is amended to read as follows: Fundin� for the Project is to be provided as follows: 1. Donation from G.L. Cafesjian $ 500,000 2. Donation from the City $ 300,000 3. Commercial loan acquired by OFC $ 300.000 Total: $1,100,000 :'� Pazagraph II.K. of the Agreement shall be amended to read as follows: G.L. Cafesjian shall make his $500,000 contribution available to OFC under the following schedule: A. $150,000 upon preliminary approval of a11 initial building plans and signage by the City and G.L. Cafesjian as required III.G. _, . and III.A. � �" ds � � �- =� r ..,, :�� -�-. . � _.'_ :. .; B. $100,000 within 15 days of the commencement of the in§tallation =,`= ' of the exterior masonry wall system. C. $150,000 within 15 days of the commencement of the erection of the structural steel. D. $100,000 within 45 days of the commencement of the erection of the structural steel. 2. The City will pay upon receipt of invoices for the various portions of the Project that are deemed to be the City's responsibility to a total of $300,004 as per II.E. and II.J. above. • 3. OFC shall make the funds it secures via a commercial loan available on an as needed basis to insure the continued progress and completion of the Project. Paragraph II.L. of the Agreement is amended to read as follows: If the cost of the Project is over $1,100,000 OFC cannot, involuntarily, be obligated to incur debt beyond the $300,000 identified above. OFC, the Ciry and G.L. Cafesjian shall meet to deternune how to remedy any budgetary shortfails as they become know. q U.q �? F:� Paragraph II.P. of the Agreement is amended to read as follows: It is the goal of the parties to hace Cafesjian Pavilion substantially complete by October 1, 1999 and to be ready to open to the publac by April 15, 2000. No penalty shall be assessed any pariy to this A�reement if this time schedule is not realized. � Para�raph III.A, of the Ao eement is amended to read as follows: The City will lease the completed Cafesjian Pavilion to OFC for an initial term of 30 years commencing October 1, 1999 and ending October 1, 2029. 10. Paragraph IV.A3. of the Agreement is amended to read as foliows: OFC shall, by January 15`" of each yeaz of this Agreement, submit its proposed ticket prices and rental rates to the City for the City's approval. Such approval shall not be unreasonably withheld. It is agreeii that the ,._ ticket price for the first two years of this Agreement (2000 aii3 2fl01) shall .. � be $1 50 per ride. _ -� -. _ . ,- � a� � _�.._ �_ ....: .�. � ;� � IN WITNESS WF�REOF, the parties hereto have caused ttris document fo be executed ". on the date first written above. � ` CITY OP SAINT PAUL By: Its Mayor By: Director of Financiai Services By: Superintendent of Pazks and IZecreation Approved as to form: � �y: Assistant City Attomey G:VSAWPA6REEbAl7\Cazousel Isi Amendment to the AgmCwpd HOUSING AND REDEVELOPMENT AUTHORITY OP THE CITY OF SAINT PAUL � Its Executive Dizector OUR FAIIZ�JSEL B � � �z?�� Its Presid nt Gerazd L. Cafesji � � �rPP.NC.� i Tsf GJ �' .�'� ,�-� �^'�--� � c� � ,9 G? AGREEMENT This Agreemcnt daled the � day oEApx�,' 1998, is made and ernered into by and among the City of Saint Paul, a homezule chartez city and a municipal corporation of the State of Minnesota ("City"}, the Housing and Redevelopment Anthority of the City of Saint Paul, a public body coporate and po]itic ("H.R.A."}, (�r Fair Carousel Incorporated, a Minnesota non prvfit corporat�on ("OFC") and Gerard L. Cafesjian, (G.L. Cafesjian}. Witnesscth: WHEREAS, a11 parties to this agreemet�i have previously entered into agreaments for the financing restoration, installaUor► and operation of a carousel, specifica]ly a Carousel �nding Agreemenl dated March 1, 1990; a Carousel Tnstallation, Permit and Operacion Agreement dated March S, 1990; a Personal Guaranty dated March 8, 1990; a Donor Agreement dated March 12, 1490; azi Amendment to the Carousel Installation Permit and Operation Agreement dated November 13, 1497, attd an Atnendmcnt co the Carousel �nding A�reement, dated November i3, 1997; and a Carousel Sale Agreement dated November 24, 1997, a� a First Amcndinent to Q►c �ersonal C3uaranry 6ated Deeembex 15, 19Y'7 and; WHL�Ii�AS, DPC, �G.L. Cafesjian and the City have determined to relocate Philadelphia Toboggan Coropany Camusel �f33 (a.K.a. Cafesjian's Carousel) in the City's Como Park; here in aflter called tlic P�oject; and WHBREAS, a�a parUes to U�e agreements above wish to set forth the financial and other obNgations by and tb each other pertaining to locating Cafes}ian's Carousel in the City's Com� Pnrk; ' NOW THEREFORT�, the City, H.R.A., UFC and G.L. Cafesjian mutually agree and acknuwledge as follows: I. PURSUAN'�'1'Q EX15TI1V(i A(iREEMENTS A. Oucsjanding ffnancial responsibllittes of OFC to the H.R.A. in the amounts of �314,000 usec! co purchase �t►e Carouse] and $250,W0 debt owed to the City for Tow� Square Park Restoration are here-by canceled. Further the cancellation of the debc to the H.R.A. voids [he Perso»al Guaranty dated March 8, 1990, and che r�menQmenc flared December 15, 1497 of G.L, CaY'esjian to the H.R.A. The H.R.iA. wlli recurn [he orlg9nal agreements to G.L. Cafesjian ma[ked canceled, as of�ihe date flrst writt�u xbove. B. The �ill of 5ale received by OFC from the Cily is here-by annended to remove ait sc�curity intcrrata the Ciry has regarding Cafesjian's Carousel. a�" C. OFC'� board of directors wi11 amend iu bylaws within sixty days of execation of this agreement to atlow for the aQpointment of three mcmbers of'the OI�C board,by the Mayor of the City. It is agreed that the three representatives appoi ted by the Mayor will be salected from ihe foliowing: one will be a Saint Paul �ivision of Parks and Reczeation employee, one wi12 be a resident of the Como; Perk area of Saint Paul; and one w"s!t be an at large selaction. D• 4IrC'� board of direcrors wili amend its bylaws within six months of the execution of this agreement [o provide for the appoinanent of an execvtor in the event OFC ceases to exist as a Minnesota Corporation or materialiy oltang�s its corporate putPose. B. In kccp ing with curren[ OFC bylaws dated January 23, 1998, OFC wiil not sell Cafesjlen`s Carousel or its compbnents during the term af this agreement and any subsequent tenns. r. OPC inay noc pledge or encumber Cafesjian's Carousel ar its parts in excess of thirry percent (30 %) of the assassed valuation of Cafesjian's Carausel without permission of the C3cy and G.L. Cafesjian or his designee. Such permission shall nQt be unreasonably withheld. II. PROJECT A. Thc City will provide a site in Como Pazk per attached Exlaibit A for OPC to build, �nd OFC wlll eause to be buil[ on said site, a building to house Cafesj n's Cazousel, described as: A ctrcplar, open a1r pavllion, to be knowtt as The CafesJian Pavilian, appro�lmately $0 Feet in dianneter to house the Carousel. The buitding must meet a�i eppltcable bulidtng codes. The building should be constructed to have tt�e Carousel vlstble bn approach from all sides when open, and secure from f1re, theft, vandallsm and elements when closed. A heated area of appro�{tmately IOD� square Peet adjacent to the building will cohtaln year- round bffice space, staft bathroom, utilities, storage, and a restorat[on studio.' � B. As par� of OPC's responsibiliry for the Project, it shail be responsible for all site prepar�clon, al3 uclllties, fiNsh work and landscaping in proximity and neeessary for the new building, not provided by the City in Section IT.F. C. In completing ihis PmJect OFC wi11 contract with registered professional anhitequ and engtneers and wilt retatn a licensed construction company ta do the woi!kk neces�azy to compiete the Projeet. Z a� D. The City shall have the right to approve all architeCts, engineers and constnlccion companies hired by OFC. B. Due to the City's financial conuibuiion 2o ihis Pzoject herein, DFC wi11 compiy w3m atl ordlnances and regulacions per�aining [o che use of Ciry funds for constniction projccts. F. ln orcler for [1ae Clcy's 5200,000 conalbucion co chis ProJecc to comply with II.E. the Ciry wiil, through ics conuacr processes, piovlde for $200,000 worth of site vrork, building Construction, lanflscaping work andfor professional servic�.s Yor che Pro�ecc at its cosc. G. The Ci[y shall have che righc co review anfl approve ail building plans, site plans an8 signage, including modiflcations thereof penaining w The Cafesjlan Pavilion which approval shal! noc be unreasonably withhel0. H. G.L. Catesjian, in keeping with the Donor Agr�ment between G.L. CaPesjian and O�C, shall have the right to review anfl approve all butlding plans, si[e plans and signage, including modifications thereof pettaLUng [o The Cafes}lan Pavlllon, whtch approval shau noc be unreasonauly wttnhela. The proposed budget for �he Projecc is $900 I. Pundidg for ihe Pro�ect is to be provlded as follows: , 1. ; bona[ion from G.L. Cafesjian 2. Donation from the Cicy 3. . Commercial loan acyulred by OFC Tot81 FUnds'shall be made available and spenc as follows: K. $400,000 $200,000 $300,000 $900,000 Ci.L. Cafesjian shall make his $400,000 conuibucion avaitable to OFC unaer the Pollowing schedule: A. $100,000 upon pteliminary approvai of all inicial bulldi�g plans, site pians a�d signage by the Ciry and C3.L. Cafesjian as outltned in III.O. aad IiI,H. ; B. $150,�0 wittiin chitry days of IFI.K.i.A. C. $100,000 within sixry days of II1.K.i.A. ll. $ 50,000 within ninecy days of III.K.1.A. : . � , . � RY 2. � The City will pay upon receipt of invoices for �he varlous pvrtions of thc Project that are deemed to be the City`s responsibility to a tocal of + g2Qp,ppp as per II.E. and II.J. abovc- 3. . OFC shatl make [h� funds it secures via a commcrcial3oan availablo on ; an as ne�ded basis to insure the conttnued progress and cocnplecion of [he � Projeot. L. If the cost of the Project is over �900,000, OFC cannot, involuntarily, bo oblig�ted to incui debt beYand tria $300,�0 identified above. OPC, che City and �3.L. Cafesjian shall meet [o detetmine how co remedy any budgetary shor[�alls as they becomc known. M, Upo� completion of ttse Ptoject, OFC shall provide atl conscruc[lon and project watr�nttes, guarantees, operatins and malntenance n�annals and a complete set of re�ord drawings and specifichtions co the City. OFC shsi{ obtain Cercificate of Occupancy and shall an�ange for City's petsonnel's insuuc[iona] walk through of the comptered Cafesjlan's Pavtlion. N. Upon completion of the Project, the ownership of The Cafesjian Pavilion shall resc wlch the City. O. Upoq complecion of [he Project,The CafesJian Pavilion sha11 be named for and dedic�ted to G.L. Cafesjian. P It is t�e goal of the partieS to have Cafesjian Pavilion substant�aliy complece by Uctoper 1, �998 and w be ready to open to the public by April 15, 1999. No penalty shall be assessefl any party [o mts agreemenc ii this ctme schedute ts noc realized. Q. The �ity may aslc, by giving reasonable no[iCe to OFC, that construction on [he Proj t be curcatted or stoppea for a perloa of ttme tn order to insure thac evencs ln th�viclnlry of [he eons[rocdon slce are not nega�ively affe��ed. III. bPERATIONS IPI COMO PAILK A. 'The �ity wilt lease the completed Cafesjlan Pavilion to OFC for an inisiai cerm of 30 yeazs commencing pccober 1, 1998 anQ ending Occober 1, 2028. B. 1'he �erms of this agreempnc sriall be su[omaticalty extended for periods of cen (10) �eats in perpetuity unless Cafesjian's Carousel is removecl per seccton IV.G.Z. qY ~y�? C. Uk'�: shall pay the City 15 % of iis gross revenues from riAership, gift shop salqs noveicy sates, rentats, photo shoots and any other revemie gencrating act�vlties. All revem�e figures sLall be net of Sta[e sales tax. SpeciIIcally exempcect from chis requiremenc are any aona�ions, grazus or loans received by OFC. Payments due the Ciry shall be made by December lst for the previous OFC fiscal year (October lst to September 30'") and shall be adjasted as necessary after the annua! audit is complete. IV. OBLIGA'1'IOi�IS OF PARTIES A. OFC ResponsIbilides OPC will keep Cafes�ian's Carousel in Como Park in perperuity. OFC will keep it accessible to rhe public as an operable ride as long as that can be aone safely an� as a scaUonary ar�-hiswry object if Cafesjian°s Carouscl becomCS inoperable. 2. � OPC shall, by 7$nuary 15sh of each year of this agreement, submit to the Clry irs proposed operadng scfleAWe for that yeaz. The" Ciry shall hava the righc to approve lhe proposed scheclule. Such approvat ShaU not be unreasonably wi�hheld. 3. OFC shall, by 7anuazy 15ch of each year of thSs agreement, submic its � proposed dcket prices and ren�al ra�es to the Ctty for the C1ry's approval. � Such approva] shall noc be unreasonably wichneltl. Ic is agreed that the , ctckac prlce for she ilrss tvro years of chis agreemenc (1999 and 2�0) shell be $1.30 per rlde. 4. ' Except for mecfian3cal failure ot the Carousel, namra! Qisaster, fire, vandalism, a material cha�qge to Como Park or persistent signlficant operactng tosses, OFC wlli operace according co a scheclule agreed co � between OFC and th� City. E. � Each year OFC Shsil provide five (5) free days to Ramsey County ' Resldenu to ride Cafesjian's Carousel. Ac least one Of these days shall be in June, one in July ana one in August each year. The five (5) free days sha11 be ideattifSed in trie proposed operacing schedute OPC submirs to thc Clty cach ycar. 6. , OPC sha11 provide che Cicy with an auditet! fiirencial report of revenues � and expenses rela[ed co CafesJian's Carousel operation each year. Such , .. . ,• . q�•9�7 re�on shali be dus w che City by Janvary i5th of each year for OFC's grevious fescal year, 7.; Camo ParX is c�osed from 11:00 p.m. to 6:00 a.m. Therefore any rentals, photo shoots or other activiries in The Cafesjian Pavilion during these times must be approved by the City at teast oae week prior to the scheduled event. Such approval shall not be unreasonably withheld. 8• , OFC shatl pay all expenses of its operation inclnding utilities. As part of � the construction;process, arrangemenu shatl be made by OfiC for separate meteri�g of all utilities. 9- ; OFC's giflt shop operation shail only carry and sell products that are directly re]ated to Cafesjian's Carousei or cazousels in general. The City shall have the right to require OFC to remove certain items from its sale inventory if said items conflict with items in otper gift shops operated in Como Park. The Ciry shatl not permic other Como Park gift shops to seil carovsel related items without the agreement af OFC. 10. OFC shall run it5 Cafesjian's Caronse! operation in a manner consistent with other Como Pazk activities and in a manner that reflects positively on OFC, G.L. Cafesjian Corao Park and the City. 11. � OrC shatl be responsible for ai1 evstodial maintenance of the Carousel � building and minor repairs of same. Tn addition, OFC shall 6e responsible for the disposition of any hazardous waste it generates. 12. OFC sha11 carry �nd keep in force Commercial Generat Liabitity ' Insurance, including blanket contractual liabitity coverage, personal . ; injury liabi[iry coverage; and broad form property damage liabitity endorsement, with a combined singie limi2 of not less than $1,OOp,p00 , per occurrence. 3�eh insurance shall name the City as an additional insured and be pilmary with respect to OFCs insurance, be written on an occurrence for�n policy basis and an aggregate policy limit of five million dollars. Such policy shal! contain a provision that the canier ' shall notify the City at any time that insvrance coverage lapses. l�rther, ; it is agreed that the $I,000,000 insurance amonnt shalt be increased at � any ti,nc, the State s�atute retating to municipality exposure limits is increased. OFC wil! provide a capy of said policy to the City. 13. ' oPC snali carry and keep in force Commercial Property Insurance on and for tl�e full assessed value of Ca#esJlan's Camusel. OrC shal! ' provide a copy of saic� policy to the City. , . ��'`�� 14. iNo employee of OFC shail be requlrefl or peTmlcted co work longer than "forcy-eight (48) hours in any one weeK, but addtrional hours may be ;worked if over time.i,s paid theretoie 8c the hourly ra�e for such �cmployment. 15. ; OFC suaii make no clalm againsc che Ciry on aceount oY any loss or damage by fire, water, gas, elecvic faiiures, etc., wtthin The CafesJlan 'Pavilion. 16. �OFC wiil not maKe any alterations to The Cafesjian Pavilion wl�Ytouc [he ;written consent of the Cicy and G.L. CaYesjian, such cunsvn�t not to be 'unreasonably withheld. If OFC desires to make any such al[eradons, an ;accurate description shall first be submitted [o and approved by thc Ci�y ;and G.L. CafesjiaA and such alterations ShaU_be done by OFC at 1[s own expense. All such work shati be performed unfler the City's supervision , and any improvements mada to r.he building as OPC's expense shalL `becorae the property of the Ciry. OFC agrees that ali alterations w111 be � done in a worka►anlike manner and 3n conformance witla appllcable building codes, that, the struCNCa! integrity and buflding systems of Thc � Catiesjian Yavilion witl not be impaiced, anQ thac no 11ens wlil auach a ; The Cafesjtan Yavilion by teason thereof wichout grlor wrlccen consenc of the City. Such conseni shalf not be unreasonably withl�efd. 17. OFC shall keep and observe all Uae laws and ordinances relactng co said Fremises and the carc an� use chereof. 18. ; OFC for itseif, iu personal representa[►ves, successors in 4ntcrest and , assigns, as a part ot the consideradon bereof, does hereby covenans arn1 ; agree, as a covenant tvnning with thls agreement: `, a. No Person, on the grounds of race, sex, sexual or afPeottonal orientation, color, creed, retigion, age, disabll#[y, famltlal s�atus, marital stahts, siatus with respect to publio asslstuacc or nationai origin or ancastry shall be excluded from panicipating fn, be denied the benefits oF or be otherwise subjected to dlscrlmina�iun in ehe use of the Carousel. b. �FC shall �sse The Catesjian Pavltion in compliance wich all other requi�ement� imposed pursuant W ttse Sainc Pau1 Legislaclve Code Chapter 183, Minnesota Stat. Chapter 363 and at1 other ' • ' • ��-q c. � State, Locel or Federal laws, rules, regulatio�u relating ta dlscrimination. 3 9. ' Upon termination of this Lease, OFC shall vacate and �urrender The Cafesjian Pavilion to the Ciry in as gaod conai[ion as ic was at ihe � inception of the lease, normai wear from usage and the pnssagc of timo ezcepted. B. Clty �esponsibilitics The City shatl be responsible for all normal uash removal frQm The Cafes)lan Pavilion. 2. � The Ciry shall be tesponsible for on going excemai and interior maintenance of The Cafesjian Pavilion. This does not fnclude generat � day co day custodial mainunance. - 3. �'1'he City shall be responsible for the cara snd upkeep on all landscaped areas in the vicinity a� immediately adjacenc m The Cafes)lan Pavition. 4. The Cicy will use ics bes� effor[s co promo[e and market Caiesjian's Carousel chrough i[s vartous ouQets and brochures. The Cicy wili anaKe available to OFC, on a space availab2e basis, meetin�g rooms for �FC board mee[ings and elasstoom space for OFC Carousel cducatlon programs. 6. 7he Clcy shall insure The Cafesjian Pavilion under ics umbreila policy � for all City of Sal'n� Paut owned properties. C. Qoneral Provisions ; G.L. CafesJian hereby appoints the CafesJian Famiry Poundatfon as his successor in 3nceres[ co ecc in his place under chis agreemenc in ihe event . of hls fleach. G.L. Cafesjlari has [he clghc co change chls deslgnatlon ; upon giving written notice to the Ciry and OFC. 2. Cafes�ian's Carousel may not be moved from Como Yaik except wlih the expressed wri[[en agreemen[ of OFC, G.L. Cafesjian or his designee � and the City. , In the event ihat revenues Senerated from CaYes�ian's Carousel are insufficienc w cover opera[ing cosuc and reasonable debu servlce, che 8 .,..�. �� Cisy shatt rcnegodace che fte suucture mat OrC pays to the City. 4. The Cicy or OFC may cancel this agceecnent for cause. Cause being � defined as fatlure [p correct a material breach of this agreement within ; sixry days xllcr receiviqg wnc�en noaflca[ion of the breach from the othcr pany. Alt il4ancial obiiga[ions of the parties incurred prior to the . cliuo of the cancellaclon shaA remain Uie responsibility of that party. :. Adtlitional no[ice shall be given to G.L. Cafesjian who tnay choose tA � curc the breach. 3. Private zen[ais of The Cafesjian Pavilion shall be allowed as long as they ; occur oucslde che Cafbsjian Carousel's normal operating hours. 6. This agteement may be amended, at any time, by agreement of the City, ; OFC and C3.L. CafesJlart. � 7. OFC owns a Wurlt[zer i33 Band Organ. The City and OFC wi41 work , cooperaiivoly on the placement of the band organ so that it is not in�rusivc to near-by residenus or disrup[ive to other Como Park users. ` Por spzclat evonts in [he arca suCh as wadding ceremonies, dedications, ; etc., che Ciry may dlrect OFC not to use thc organ for a period of tlme. OFC s[afP ana volunteers shali have access to ComO Park at all times that ; che park is open. If it is necessary for OFC to have access at off times, OFC shatl coniacc the City's Manager oT Environmental Services to make arrangcments�for access. � Prosencty no adsnisslon fee is charged to enter the 4omo Zoo gxounds � and che area where T6e CafesJian Pavllion is to be located. If a fee � structure is implemented for these areas OFC staft and volunteers will not be charged tlie fe�. S0. ; Aii nottecs, rcquescs, demands and o[her communicadons shati be in , wricing and shail be deemed given if Personally delivered or maited, � certtfled mall, remrn receipt requestefl, to the following addresses: � City: Robett P. Piram Superintendenc of ParKs anA Reereation 25 W. 4th S2reec, Room 3W Sainc Paul, MN 53102 OFC: Peter Boehm 0 ;.. . �. . ��'9��7 Our Fair Carousei Incorporated P.O. Boz 17276 5a1n[ Paul, MN 55117 For Getazd L. Cafes�ian Gerard L. Cafesjian • c/o The Cafes�ian Famity Foundation 4001 Tamiami Trail NOtth Suite 425 Naples, Florida 34103 For che St. Paul Ei.R.A. Pamela WheelocK Exccudvc Diccctor 25 W. 4th Stree[, Room 1300 Sa9nt Pau�, MN 55102 v. Thls docume�►t contains the entire agreemeat between the parties and supersedes aqy prlor ne�otiatlons, wrttings and agreements between the parties with respect to the Carousel, CITY OP SA.INT � Its $y: YYti YY'"�"`r`-'xX l�! or af F nancial Scrvico HOUSING AND REDEVELOPMEN? AUI'HORIr,7 THE CITY OF SAINT PAUL // � I[s Executive � Approved as to form: � 5 ' � Y' , / � � VI By. �% „ Ass' t City Attoraey Director of Pazks and ecreation UUR t'Alit CAKU� S��'L, INCORPORATED GERARD L. CAFESJIAN � G:�SP� W P�OftECMNTCAROUS6�.CtK 10 w = o = U � �- �= U " G = /� 1 w � � 0 ¢ ¢ z ¢ w ¢ 0 > � w h a oa ¢Q ww `x� wa � s R a r �^ �/ / � � V��