96-711�r���ne�
�ja6jg�
RESOLUTION
OF SAINT PAUL, MINNESOTA
Presented By:
Referred To:
Committee: Date
� WHEREAS, The Science Museum of Minnesota, a Minnesota non-profit corporation ("SMM") proposes to construct new
z facilities for use as a Science Museum in the Rivertront Redevelopment Area of the City of Saint Paul, which facilities will
s include, but are not limited to, a museum of not less than 300,000 square feet and a 700 car parking ramp (collectively,
a the "Science Museum"); and
s WHEREAS, the Civic Center Authority is in the process of constructing an expansion to the Saint Paul Civic Center in the
� same vicinity and the construction of the Science Museum requires a change in the route by which delivery trucks exit
a from the area surrounding the Civic Center; and
s
�o WHEREAS, the City, SMM and the Civic Center Authority have agreed that the construction of a tum around underneath
71 Kellogg Boulevard (the "Tum Around") as more fuliy set forth in the Civic Center Turn Around Agreement, by and among
�z the City, SMM and the Civic Center Authority (the "Tum Around AgreemenY') is in the best interests of the parties and is
�a necessary to accommodate the construction of the Science Museum and the expansion of the Civic Center; and
�a
�s WHEREAS, the City will receive significant long term benefits from having two successful projects operating in the
�s downtown area which together draw more than four million visitors annually to the City; now, therefore be it
n
+s RESOLVED that the City hereby agrees to make a one-year, interest free loan to SMM in the principal amount not to
�s exceed $2,500,000 (the "Loan") to pay for the construction of the Turn Around and location of certain NSP Feeder lines
zo and SMM has agreed to secure and repay the Loan, all in accordance with the terms and conditions of a Loan
s� Agreement by and between the City and SMM which include: (1) SMM will cause the Turn Around and Feeder lines to be
zz completed by December 31, 1996 (2) SMM will pay for all costs associated with the Tum Around and NSP Feeder lines
za (3) City Loan will be secured by lien against Science Museum Board Restricted Funds (4) City will be repayed as part of
za SMM Revenue Bonds issue anticipated this fall, and (5) Civic Center will construct the Turn Around through a change
zs order at no cost to them; and be it
zs
z� HER RESOLVED, that the City Council hereby approves the Turn Around Agreement and the Loan Agreement in
zs substantially the forms submitted, together with such changes, additions or deletions as are approved by the City
zs Attorney's Office. The Mayor, Director, Department of Planning and Economic Development and Director, Department of
so Finance and Management Services are hereby authorized to execute the Tum Around Agreement and the Loan
37 Agreement in substantially the forms submitted. In the absence of the Mayor, Director, Department of Planning and
sz Economic Development and Director, Department of Finance and Management Services, the Turn Around Agreement
aa and Loan Agreement may be executed by any other appropriate officers; and be it
34
as F ALLY RESOLVED, that the Mayor, pursuant to sec. 10.07.04 of the city charter, recommends the following changes to
36 the 1996 budget:
Council File #
Green Sheet #
3 ��P—.�! 1
Page 1 of 2
��(?'� I � �nvw�,�••.�.J
Budget portion of resolution as amended by the City Council 6/26/96 ��a� � q�
Financina Current Amended
Budget Chanpe Budget
37
36
39
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aa
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a6
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as
49
so
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sz
ss
sa
ss
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57
sa
59
60
61
82
63
64
s5
68
67
68
69
�a
71
72
73
74
7s
�e
n
�a
�s
ao
s�
az
83
sa
85
Science Museum - City and State Contnbution
C96-OT200
Scattered Site Tax Increment Finance District
Communiry Development Block Gre�f (CDBG} Contingencies
Urban Development Action Grant
1996 Capital lmprovement Bonds
Cify of Sainf Paul Sales Tax proceeds - Calfurai Account
Riverfront Tax Increment Finance District
Civic Center Reserves
State of Minnesota - Preliminary �esign Grant
Resolution Trust Corporation (RTC) assets
Sraenc� Mlusevm ditsil'mnesuta
CJ�i-OT2f)i?-6'�05 Revenue �aonds - 2pagmeni afitnan
2,400,000
500,000
600,000
3,000,000
300,000
100,000
500, 000
1,000,000
4,000,000
d
12,400,Q00
2.5U4.40i1
2,500,000
2,400,000
500,000
600,000
3,000,000
300,000
100,000
500,000
1,000,600
4,00O,OOQ
ndi
Science Museum - City and State Contribution
C96-OT200
State of Minnesota - Preliminary Desig� Grant
Land Assembiy
f ��2T1C' (Rip7QY811T6EkfS
SMM loan {$2.5 millfon total}
C96-OT200-0565 Transfer - Civic Center Tum Around
C96-DT200-0784 NSP: feeder line relocation
East Skyway Link
Financina
Civic Cenfer Expansion
930-90300-7306 Transfer: from SMM for turn around
All other financing
-`- ' ��'�'7
Civic Center Fxpansion
930-90300-0754 SMM: turn around construction
All other spending
1,000,000
3,500,000
?,44Q,DQ4
0
0
500,000
12,400,000
0
13 478 169
13,475,169
0
13,478,169
13,478,169
1,742,000
758,000
2,500,000
1,742,000
1,742,000
1,742,000
1,742,000
2,50Q.t7t36
14,900,000
1,000,000
3,500,000
7,400,0€76
1,742,000
758, 000
500,000
14,900,000
1,742,000
13 478 169
15,220,169
1,742,000
13,478,169
15,220,169
�Fl��i��!,�L
36
37
38
39
40
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43
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45
46
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as
50
51
52
53
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55
56
57
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59
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61
62
63
64
65
66
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68
69
�a
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7z
73
74
75
76
77
78
79
ao
ir ancinq
Science Museum - City and State Contribution
C96-0T200
Spttered Site Tax Increment Finance District
Community Development Bbck Grant (CDBG) Contingencies
Urban DevelopmentAction Grant
1996 Capital Improvement Bonds
City of Saint Paul Sales Tax proceeds - Culturel Account
Rivertront Tax Increment Finance District
Civic Center Reserves
State of Minnesota - Preliminary Design Grant
Resolution Trust Corporation (RTC) assets
�p2ndlnq
Science Museum - City and State Contribution
C96-OT200
State of Minnesota - Preliminary Design Gra
Land Assembly
Public Improvements
SMM loan ($2.5 million total)
C96-OT200-0565 Transfer -' ic Center Turn Around
C96-OT200-0784 NSP: fee r line relocation
East Skyway Link
Financina
Civic Center Exp
930-90300-7306
AI{ other
otherspending
� S �.
Transfer: from SMM for turn a�ound
SMM: turn around construdion
w
Adopted by Council: Date l
Adoption Certified by Council Secretary:
g y' ���� �"
Approved by Mayor: Date ( C y
By: I ��� _(�"Nntr�v�
Current
Bud9et
2,400,000
500,000
500,000
1,000,000
4,000,000
12,400,000
1,000,000
3,500,000
7,400,000
0
0
500 000
12,400,000
.1,
13 478169
13,478,169
L1
13 478,169
13,478,169
�
(2,500,000)
1,742,000
758,000
0
1,742,000
1,742,000
1,742,000
�,�az,000
.. ,
Requested by Department of:
Mavor - Budaet Office
By: Joseph Reid
Approval Recommended by Budget Director:
By:
Farm
By:
4-���,
Amended
BUdget
2,400,000
500,000
600,000
3,000,000
30�,000
100,000
500,000
1,000,000
4,000 000
12,400,000
1,000,000
3,500,000
4,900,000
1,742,000
�58,�00
500,000
12,400,000
�,�42,��0
13,476,169
15,220,169
1,742,000
13 478 169
15,220,169
SaiMPeuIBU�NO(fice(H:\USERS�9UDGET133WE30LLRIViESSMM2.YM4 WI19/9fi)
Budget Office
RSON & PHONE
(266-8543)
#OFSIGNATUREPAGES
bl=�iF•I�Z�
GREEN SHEET
D�ARIMhTR'DRECIOR
rnvarmRNEY�
BUWETDRtEC1iDR i
MAYOR(OAASSLSfe1tR}
' ALL LOCATIONS FOR SIG
No. 35863 �'` v �' y !'
Q1Y COOMCIL
Cf15'CLBRK
FN.dMGf.SFRNC6DIR
�tion of a$2.5 million loan from the City of Saint Paul to the Science Museum of Minnesota, and an accompanying budget resotution, to
for construc[ion of a vehicle tum around at the Civic Center and additional NSP feeder line relocation az the site of the proposed Science
i project.
�a
_PL4NNINGCAMAAUSSION _CIVLLSFRV[CECOMt�9551ON
,cm co�vr�e _
_sT.�r —
OPPORTUNrtY(Who. What, Wheq Whcre,NhY)
I. Has this pe�son/firm ever urorked mder a contract for this depamnenfl
YES NO
2. Has this person/fian ever been a ciry employce?
YES NO
3. Does [his person/finn possess a skill not nortnal(y possessed by any cursent ciTy employee?
YES NO
he Science Museum, the City of Saint Paul and the Civic Center Authority have determined it is in the best interest of all invoived to construd
vehicle turn around underneath Kellogg Boulevard and relocate NSP feeders in order to accommodate the construction needs of the Science
(useum and the expansion of the Civic Centec The Science Museum has asked the City of Saint Paul to provide temporary £nencing in the form
f a loan to cover the cost of the tum around and urility relocation.
&APPROVED:
im around can be constructed and NSP feeder lines relocated in a fimely fashion and in sync with construction schedules of both the
Center and the Science Museum.
IFAPPROVED.
APPAOVED
construction of a turn around and relocazion of feeder lines at a later date would likely be logistically impossible and would certainly be more
AMWNI'OFTRANSACfION
Meoww�norv� �alam>
7 2 ���
Science Museum pr9ject funds
ONG) O NO
� 41)M3�Z1
' 1 1 11
SaieR Paul
�MENb�D - G/a�/9�
CIVIC CENTSR TQRN AROIIND AGRBEM}:NT
�d � �u►
� G ��
This Agreement is entered into as of this day of
, 1996, by and among the City of St. Paul, Minaesota
("City"), the Science Museum of Mianesota ("SMM") and the Civic
Center Authority ("Authority").
W I T N E S S E T H:
WHEREAS, SMM intends to construct a new sCience museum
facility on Kellogg Boulevard in the City of Saint Paul (the "New
Science Museum"); and
WSEREAS, the City is contemplating providing certain
assistance to SMM in connection with construction of the New
Science Museum as more fully set forth in that certain Memorandum
of Understanding dated July 12, 1995, between the City and SMM; and
FiHEREAS, the Authority is currently in the process of
constructing an expansion to the Civic Center in Saint Pau1 (the
"Civic Center Expansion"), contracts for which are currently in
place and in the process of being performed; and
WIiEREAS, the original design of the Civic Center Expansion
provided for delivery truck access to the loading dock areas of the
Civic Center from Exchange Street and egress from said loading dock
via a roadway extension through the property on which the New
Science Museum will be constructed; and
WHEREAS, Construction of the New Science Museum will require
a change in the route over whiCh delivery truCks will exit from the
Civic Center; and
WHERHAS, the parties have agreed that the appropriate change
in egress from the Civic Center loading dock is the construction of
a"turn-around" road underneath Kellogg Boulevard and the rerouting
of such delivery trucks back down Exchange Street (being
hereinafter referred to as the "Turn Around'�); and
[�iHEREAS, the Turn Around consists, generally, of bridge
reconstruction under Kellogg Boulevard, construction of a truck
exit and the regrading of Exchange Street, installation of lighting
in the tunnel under Kellogg Boulevard, and various traffic signal
work, all of which work will be done on the locations described on
Exhibit A to this Agreement and which will look, upon completion,
substantially identical with the rendition set forth on Exhibit B
to this Agreement; and
WHEREAS, the City will reCeive a°significant long term benefit
from having two successful projects operating in the Civic Center/
321994.RED
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��-���
Science Museum area of downtown Saint Paul which together draw more
than four million visitors to Saint Paul every year; and
WHEREAS, the City has agreed to lend SMM -f$2,500,000 3-
pursuant to the terms and conditions of a Loan Agreement entered
into o£ approximate date with this Agreement (the "LOan
Agreement"), of which loan r" ^^^, 51,742,000 can be used by
SNIM to obtain reimbursement for Eligible Costs (as defined in the
Loan Agreement) incurred in connection with construction of the
Turn Around; and
WHEREAS, SMM has already retained the architeCture and
engineering firm of Toltz, King, Duvall and Associates ("TKDA") to
design the Turn Around and TKDA is already familiar with that
portion of the CiviC Center Expansion which is or will be affected
by the New Science Museum and the Turn Around; and
WHEREAS, the construction firm of Edward G. Kraemer and Sons,
Inc. (��Kraemer") has constructed, or is required under contract
with the Authority to construct, that portion of the Civic Center
Expansion that is or will be affected by the New Science Museum and
the Tum Around; and
WHEREAS, SMM and the Authority have determined that it is most
efficient to utilize TKDA and Kraemer for the design and
construction, respectively, of the Turn Around; and
WSEREAS, since Kraemer is presently under contract to the
Authority, and performing work for the Authority which will be
directly affected by the Turn Around, SMM and the Authority have
determined that the engagement of Kraemer is best done by amendment
to its agreement with the Authority; and
WH$REAS, the parties desire to enter into this Agreement to
memorialize their agreement with respect to the design,
construction and future maintenance, and payment of costs, of the
Turn Around;
NOW, THEREFORE, in consideration of the foregoing premises,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed
as follows:
1. Recitals. The foregoing recitals are true and correct and
are made a part of this Agreement.
2. Design of Turn Around. Promptly upon execution of this
Agreement, SMM and the Authority will commence negotiations with
TKDA to assign to the Authority SMM's contract with TKDA to provide
for TKDA's preparation of all necessary plans and specifications
for the Turn Around and to provide for a fixed fee for such work.
Upon agreement being reached among SMM, the Authority and TKDA with
321994.RE0 �
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�
q�-�ttt
respect to the terms and conditions of TKDA's engagement, the
Authority shall proceed to enter into the necessary agreement with
TKDA, subject to review and approval of said agreement by SMM. The
fixed fee charged by TKDA in connection with design of the Turn
Around and any necessary redesign of the Civic Center E�cpansion,
and the preparation of plans and specifications for the 'I�rn
Around, shall be the responsibility of SMM. A copy of the executed
agreement between SMM and TKDA, and a copy of the plans and
specifications for the Turn Around, shall be provided to all
parties to this Agreement promptly upon completion. No increase in
the fixed fee of TKDA shall be made without the prior written
consent of S[�IM. No changes to the plans and specifications for the
Turn Around shall be made by SMM or the Authority without the prior
written consent of the other; and no changes to the plans and
specifications for the Turn Around shall be made which cause an
increase in the cost of construction of the Turn Around of $25,000
or more, without the written consent of the City.
3. Construction of Turn Arouad. Promptly upon execution of
this Agreement, SMM and the Authority will commence negotiations
with Kraemer to engage Kraemer to construct the Turn Around based
upon the plans and specifications to be prepared by TKDA. Upon
agreement being reached among SNIM, the Authority and Kraemer with
respect to the terms and conditions of Kraemer's engagement, the
Authority shall proceed to prepare the necessary amendment to its
agreement with Kraemer, subject to review and approval of said
amendment by SMM. A copy of the executed amendment to the
agreement between the Authority and Kraemer shall be provided to
all parties to this Agreement promptly upon completion. No changes
to said amendment, nor any further changes to the original contract
which relate to the Turn Around, shall be made by SMM or the
Authority without the prior written consent of the other; and no
changes to said amendment or to the original contract which relate
to the Turn Around shall be made which cause an increase in the
cost of Construction of the Turn Around of $25,000 or more, without
the express written consent of the City. SMM acknowledges that, as
between it and the City and the Authority, it is solely responsible
for all costs and expenses which are necessary to document, design,
cqnstruct, inspect and warrant the T��rn Around regardless of
whether any such costs or expenses are within the scope of
agreements with TKDA and/or Kraemer or are caused by unforeseen
conditions or delays including, but not limited to, the following:
A. The TKDA fixed fee described in Section 2;
B. The net additional cost to the Authority of constructing
the �rn Around mutually agreed to by the Authority, SMM
and Kraemer and set forth in the amendment to the
Authority's agreement with Kraemer for construction of
the Turn Around, less any credits mutually agreed to by
the Authority and SMM for work and materials eliminated
321994.RED
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3
�(.-1��.
from the Authority's project as a result of the Turn
Around;
C. The additional costs detailed in Exhibit C to this
Agreement; and
�
Any amounts found to be owing to Kraemer by reason of
claims asserted against the Authority by Kraemer with
respect to the Turn Around under Article 4.3.6 of the
General Conditions of the contract between Kraemer and
the Authority. With respect to such claims, SMM and the
Authority agree that:
(i) Upon receipt of such a claim, the Authority shall
promptly notify SMM thereof;
(ii) SMM and Authority will cooperate and assist one
another in the investigation, analysis, evaluation,
and disposition of such claim, including the
defense by SMM at its expense in the name of the
Authority of any claim which SNII�I deems to be
without merit in whole or in part; and
(iii) No settlement
without the
Authority.
of any such claim shall be made
mutual agreement of SMM and the
4. Mainteaaace of Tum Around. Upon completion of
construction of the Turn Around, the Authority shall be responsible
for obtaining and paying for all required repair and maintenance of
the Turn Around.
5. Effect of Citv Execution. The execution of this Agreement
by the City shall not be deemed to be approval by the City of the
design or construction of the Turn Around. The Authority shall be
responsible for obtaining all necessary licenses, pennits and
approvals of the various City agencies that are required in
connection with design and construction of the Turn Around.
6. Sb�I and Authoritv Decision Makincr. SNIM and the Authority
agree to cooperate with respect to the design and construction of
the Turn Around. In order to facilitate such cooperation, SMM and
the Authority agree to constitute a Turn Around committee (the
"Committee") which shall consist of the New Science Museum Project
Manager and owner's representative on behalf of SMM and the
executive director, head of the expansion coordinating committee
and owner's representative on behalf of the Authority. Any
decisiqns which are required in connection with the design or
construction of the Turn Around (including disputes over matters
covered by or within the scope of this Agreement) shall be made by
a majority of the Committee, provided, however, that no decision of
the Committee shall be recognized unless it is agreed to by at
321994.RED
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�l` -� 1 �
least one representative on behalf of SNIM and one representative on
behalf of the Authority. All decisions of the Committee shall be
final and binding upon SNIM and the Authority (subject to any
required approval or authority from the governing boards of SMM and
the Authority) provided, however, that no such decisions shall be
binding upon the various City agencies that have jurisdiction over
the Turn Around, or portions thereof, and provided, further, that
no changes in the agreements with TKDA or Kraemer, or the plans and
specifications which relate to the Turn Around, shall be entered
into which cause an increase in the cost of design or construction
of the Turn Around in excess of $25,000 without the e�cpress written
approval of the City.
7. Disvute Resolutioa. In the event that any disputes arise `
between the Authority and SNIM relating to any aspect of the Turn
Around, or in the event that the Committee cannot reach a decision
with respect to any matters under consideration by the Committee,
and after the parties have made a good faith effort to resolve any
such dispute, either party shall have the right to schedule a
meeting with the Director of Planning and Economic Development of
the City. At such meeting the other party shall be required to
appear and the matter in dispute shall be explained to said City
representative. After hearing from representatives of both
parties, the representative of the City shall make any necessary
decision which decision shall be final and binding upon SMM and the
Authority, provided, however, that any such decision shall not
alter the cost responsibility of SMM hereunder.
8. Insurance aad BoadinQ. The Authority agrees to obtain:
(a) the payment and performance bond, or rider to the existing
payment and performance bond for the Civic Center Expansion,
coverimg the Turn Around sufficient to meet the requirements of
Section 1.11 of the Loan Agreement and (b) the insurance (by
separate policy or rider to existing policies) required by Section
1.9 of the Loan Agreement; as and when required by SMM to obtain
disbursements under the Loan Agreement.
9. Estovvel Letters. The Authority agrees to use its best
efforts to obtain the estoppel letters required by Section 2.f. of
the Loan Agreement.
10. Turn Arouad Com�letion Matters. The Authority agrees to
use its best efforts to assist SNII�7 in meeting its obligations under
Sections 4.4, 4.6 and 4.7 of the•LOan Agreement.
11. Warrantv and Contract Claims. In the event that either
the Authority or SMM: (a) are damaged or suffer a loss as a result
of inadequate performance or breach of a contractual provision by
TKDA or Kraemer; or (b) otherwise desire to assert a claim against
TKDA ox' Kraemer for breach of warranty or other relief; then, to
the extent such party is not in privity of contract with TKDA or
Kraemer, the party in privity of contract with TKDA or Kraemer
321994.RED
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. . , �`-� ��
shall assign to the other, to the extent allowable in the
underlying documents, the right to assert such claim. Upon such
assignment the party desiring to assert a claim shall proceed, at
its sole expense, with the prosecution of such claim, provided that
the assigning party shall cooperate with the party desiring to
enforce such claim. In the event that the underlying documents do
not permit the assignment of such claim, the party in privity of
contract shall enforce, at the cost of, for the benefit of, and
subject to the reasonable direction of, the other party. In the
event of any disagreement between SNIM and the Authority as to any
matters contemplated by this section 10 the Dispute Resolution
mechanism contained in section 7 of this Agreement shall apply.
12. Effectiveaess of this Aareement. This Agreement shall
not be effective unless and until the Loan Agreement has been
executed by the City and SMM and all documents required by Section
1 of the Loan Agreement have been delivered to the City by SMM.
13. No Third Partv Beneficiarv. This Agreement is not
intended, and shall not be construed, to be for the benefit of any
person or entity not a party to this Agreement including, but not
limited to, TKDA and Kraemer.
14. Miscellaaeous. No party hereto may assign its rights, or
delegate its duties, without the express written consent of the
other parties hereto. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior discussions, negotiations or
agreements, written or oral. This Agreement can only be modified
or amended with the express written consent of all parties hereto.
This Agreement may be executed in counterpart.
321994.RED
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<
.
� (.-� ��
IN WITNESS WHEREOF, the parties have entered into this
Agreement as of the date first above written.
City of St. Paul, Minnesota
By
Its Mayor
Approved as to form:
Assistant City Attorney for
Civic Center Authority
Assistant City Attorney for
the City of Saint Paul
By
Its Clerk
By
Its Director of Planning and
Economic Development
By
Its Director, Department of
Finance and Management
Services
Science Museum of Minnesota
By
Its
By
Its
Civic Center Authority
B}'—
It
B y—
It
327994.RED
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n�
a��Na�x� - ����f9c�
LOAN AGRE�N'P
9C-�11
THIS AGR$EMENT, MADE THIS day of , 1996,
between SCIENCE MUSEIIM OF MINNSSOTA, a Minnesota non-profit
corporation ("Borrower") and CITY OF SAINT PAIIL, MINNESOTA, a
Minnesota municipal corporation ("Lender"),
d
WHEREAS, Borrower has requested a loan from Lender of
-E$2,500,000} (the "LOan"); and
WHEREAS, $1,742,000 of the Loan will be used to construct a
project known as the Civic Center 'I�rn Around (the "Turn Around")
which consists, generally, of bridge reconstruction under Kellogg
Street, construction of a truck exit and the regrading of Exchange
Street, installation of lighting under Kellogg Street, and traffic
signal work; and
WHEREAS, the work comprising the Turn Around will be done on
the areas identified on Exhibit A to this Agreement and, when
completed, will be substantially identical in design, function and
appearance as identified on Exhibit B to this Agreement; and
F7HEREAS, the work comprising the T`urn Around will be done by
the CiviC Center Authority (the "Authority" through certain
contractors presently under contract to, and performing work on
behalf of, the Authority in connection with the current expansion
of the Civic Center pursuant to certain amendments to those
contracts; and
WHEREAS, $758,000 of the Loan will be used to relocate a
certain Northern States Power Company ("NSP") feeder line (the
"NSPFL") which relocation is required by the anticipated
construction o£ the new science museum; and
WHEREAS, the NSPFL will be relocated to that property set
forth on Exhibit C to this Agreement; and
WHERBAS, the work required to relocate the NSPFL will be done
by NSP pursuant to an agreement between Borrower and NSP; and
WHEREAS, Lender is willing to make the Loan on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the above premises and the
mutual covenants and agreements set forth herein, the parties
hereto hereby agree as follows:
1. Documents Delivered Herewith Prior to or
contemporaneously with the execution of this Agreement, Borrower
321918.RED
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�I�-�11�
has delivered to Lender the following documents and/or instruments
each of which shall be in form and substance acceptable to Lender:
1.1 A promissory note (the "Note") in the original
principal amount of $2,500,000 made by Borrower to the order
of Lender.
1.2 A Security Agreement executed by Borrower (the
"Security Agreement") securing the Note.
1.3 Financing Statements (the "Financing Statements")
executed by Borrower for filing with the Minnesota Secretary
of State covering the property described in the Security
Agreement (the "Collateral��).
1.4 Current UCC Secured Transactions Search and State
and Federal Tax Lien SearCh with the Minnesota Secretary of
State indicating that the Collateral and the Borrower are free
and clear of t'ax liens, security interests or other
encumbrances.
1.5 Articles of Incorporation and By-Laws of Borrower
and a Certificate of Good Standing regarding Borrower.
1.6 Corporate Resolution of Borrower authorizing this
transaction and designating the parties authorized to execute
all relevant documents on behalf of Borrower.
1.7 Opinion of legal counsel for Borrower regarding the
Borrower and this transaction.
1.8 A certificate evidencing that NSP, the Authority or
Borrower has in place, or has caused to be in place, a policy
or policies of insurance that provide:
a. during the period of construCtion, "all risk"
Builder's Risk insurance, in a completed value form and
in an amount not less than the full replacement cost of
the Turn Around and the NSPFL (collectively, the
"Project"). The policy or policies providing Builder's
Risk insurance shall name NSP or the Authority, as the
case may be, and the appropriate contractor as co-
insureds, shall name Lender as a mortgagee in accordance
with the so-called "standard mortgagee clause" and sha11
not contain or shall delete by endorsement any co-
insurance provisions,
b. Liability Insurance equivalent to the insurance
provided under the Insurance Services Office, Inc. 1986
Commercial General Liability Coverage Form. Such
insurance shall be on an occurrence basis, and shall be
maintained, at all �imes, with coverage limits of not
321918.RED
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GL-���
less than $2,000,000 per occurrence. Such policy of
liability insurance shall name Lender and Borrower as
additional insureds thereunder.
c. Statutory Workers' Compensation Insurance with
"all states" endorsement and Employer's Liability
Insurance each in the amount of $100,000.
d. Endorsements requiring the insurer to give
Lender thirty (30) days� written notice of any
termination, cancellation, non-renewal or material change
in the coverage provided by such policy or policies.
The company or companies providing such insurance shall
be financially responsible insurers licensed to do
business in Minnesota and acceptable to Lender.
1.9 Fully executed original of that certain Civic Center
Turn Around Agreement of even date herewith by and among
Lender, Borrower and the Authority.
1.10 A payment and performance bond, or a rider to the
existing payment and performance bond in place with respect to
the Civic Center expansion, with respect to the Turn Around.
2. Conditioas Precedent to All Advances Borrower shall
have the right to obtain advances hereunder for work completed no
more often than monthly. Lender shall have the right to condition
each advance on receipt of such documentation, certificates and
mechanics lien waivers as Lender reasonably determines are
necessary to ensure that the appropriate parties are being paid for
work performed. Additionally, the obligation of the Lender to make
any advance hereunder shall be subject to each of the following
conditions precedent that on the date of any such advance:
a. All representations and warranties set forth in
Section 3 hereof shall be true and correct on and as of
the date of any such advance.
b. No event has occurred and is continuing, or
would result from such advance, which constitutes a
Default or an Event of Default under this Agreement.
c. Lender shall have received, in form and
substance acceptable to Lender, copies of the plans and
specifications for the T�rn Around.
d. Lender shall have received, in form and
substance acceptable to Lender, a copy of the contracts,
and executed amendments to the contracts, under which the
Turn Around will be designed and constructed.
321918.RED
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q�-���
e. Lender shall have received, in form and
substance acceptable to Lender, a copy of an executed
agreement between Borrower and NSP relating to the
design, location and construction of the NSPFL.
f. Lender shall have received, in form and
substance acceptable to Lender, a copy of estoppel
letters from all prime contractors and [CPMI] working
under contract to the Authority certifying that
construction of the Turn Around in accordance with the
construction schedule set forth in the applicable
amendments will not interfere with the remaining work on
the civic center e�cpansion to be performed by those
contractors or cause additional amounts or fees to be due
under said contracts.
g. Lender shall have received, in form and
substance acceptable to Lender, copies of all building
permits, licenses and approvals required prior to
commencing construction of the Turn Around and the NSPFL.
h. All Loan proceeds shall be disbursed only for
"Eligible Costs" of the Project the definition and
description of which is set forth on Exhibit D hereto.
i. All Loan proceeds disbursed for the Turn Around
shall be deposited into the City's Civic Center
Construction Fund and will be disbursed in the same
manner, and subject to the same conditions and
requirements, that funds are disbursed in connection with
the civic center expansion, subject to Borrower's written
approval of �-•�` a; �'�••-------`� each disbursement.
j. All Loan proceeds disbursed for the NSPFL shall
be disbursed by the City Finance Department upon
completion of the relocation of the NSPFL receivt of-�x�
a certification of such completion by NSP, and a�proval
of the Citv budaet director subject to Borrower's written
approval of -••�'� '� �'�••-�--�--`- each disbursement.
k. All costs of the Turn Around and the NSPFL in
excess of available Loan proceeds must be paid for by
Borrower equity and shall be disbursed prior to any
further disbursement of Loan proceeds.
1. Lender shall have received a certificate
executed by a duly authorized representative of Borrower
setting forth the exact location of Lender's collateral
and certifying that no other person or entity has an
interest in such collateral.
321918.RED
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� `�� ��
3. Representatioas and Warraaties In order to induce Lender
to enter into this Agreement, Borrower hereby represents and
warrants that:
3.1 Borrower has full power, right and authority to
execute and deliver this Agreement" and all documents
contemplated hereby (collectively, the "Loan Documents"), to
borrow the funds herein provided for, and to perform and
observe each and all of the matters and things provided for in
the Loan Documents.
3.2 There are no actions, suits or proceedings pending,
or to the knowledge of Borrower threatened, against or
affecting it or the Project, or involving the validity or
enforceability of the Security Agreement or the priority of
the lien thereof, at law or in equity; and Borrower is not in
default with respect to any order, writ, injunction, decree or
demand of any court or any governmental authority.
3.3 The consummation of the transaction contemplated
hereby and performance of this Agreement and all other Loan
Documents have been duly authorized by all necessary corporate
action and will not result in any breach of, or constitute a
default under, any mortgage, deed of trust, lease, bank loan
or credit agreement, corporate charter, by-law or any other
agreement or instrument to which Borrower is a party or by
which Borrower or any of its property may be bound or
affected.
3.4 All financial statements of Borrower heretofore
delivered to Lender, are true, correct and complete in all
material respects, have been prepared in accordance with
generally accepted accounting principles, and fairly present
the respective financial conditions of the subjects thereof as
of the respective dates thereof; no materially adverse change
has occurred in the financial conditions reflected therein
since the respective dates thereof, and no additional
borrowings have been made by Borrower since the date thereof
other than the borrowing contemplated hereby or borrowings
previously approved in writing by Lender.
3.5 Untii repaid, the Loan will reduce the amount of
cash contribution, on a dollar for dollar basis, which Lender
is contemplating making to Borrower under the Memorandum of
Understanding between Lender and Borrower dated July 12, 1995.
4. Affirmative Coveaaats To further induce Lender to make
the requested loan, and so long as the Note shall remain unpaid,
Borrower hereby covenants and agrees that it will:
4.1 At all times, maintain, or cause to be maintained,
insurance policies in the manner set forth in Section 1.8
321918.RED
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�l` -�t t�,
hereof, and from time to time, upon Lender's requesC, furnish
it evidence of such coverage in form satisfactory to Lender
and its counsel.
4.2 Furnish to Lender such other information respecting
the Project or the financial condition and results of
operations of Borrower as the Lender may from time to time
request.
4.3 Comply with the requirements of all applicable laws
and regulations, the noncompliance with which would materially
and adversely affect its business or the financial condition
of Borrower.
4.4 Upon completion of the Turn Around, provide Lender
with the architect's certificate of completion certifying that
the Turn Around has been completed in accordance with the
plans and specifications.
4.5 Upon completion of the NSPFL, provide Lender with a
certification of completion from NSP together with a copy of
the final invoice for the cost of said work.
4.6 Cause all bridge work required as part of the Turn
Around to be completed by October 1, 1996.
4.7 Cause the Turn Around to be substantially completed
by November 30, 1996 and completed by December 31, 1996.
4.8 Cause the NSPFL to be substantially completed by
November 30, 1996 and completed by December 31, 1996.
4.9 Cause the Note to be naid in full u�on the earlier
of :
5. Events of Default and Effect Thereof
5.1 If Borrower fails to duly and punctually perform or
violates the covenants contained herein, or in any document
executed or delivered hereunder and such failure continues for
a period of thirty (30) days after written notice of such
failure shall have been delivered to Borrower; or
321978.RED
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b) June 30, 1997.
q�-'1�1,
5.2 If any financial statement, certificate,
representation, or warranty furnished by Borrower pursuant to
or made by Borrower under this Agreement proves to be
materially false as of the date thereof or any representation
made herein is, in any material respect, untrue when made or
becomes untrue with the passage of time; or
5.3 If Borrower makes a general assignment for the
benefit of creditors, admits in writing its inability to pay
its debts generally as they mature, files or has filed against
it a petition in bankruptcy or a petition or answer seeking a
reorganization, arrangement with creditors or other similar
relief under the Federal Bankruptcy Laws or under any other
applicable law of the United States of America or any state
thereof, consents to the appointment of a trustee or receiver
for Borrower or for its Property; or takes any action for the
purpose of effecting or consenting to any of the foregoing; or
5.4 If an order, judgment or decree shall be entered
appointing, without Borrower's consent, a trustee or receiver
for Borrower or a substantial part of its Property, or
approving a petition filed against Borrower seeking a
reorganization, arrangement with creditors or other similar
relief under the Federal Bankruptcy Laws or under any other
applicable law of the United States of America or any state
thereof, and such order, judgment or decree shall not be
vacated or set aside or stayed within sixty (60) days from the
date of entry thereof; or
5.5 If Borrower shall announce publicly its intent 'to
discontinue or abandon the construction of the new science
museum; or
5.6 If an Event of Default shall occur under the
Security Agreement;
then, in any such event, an "Event of Default" shall be deemed
to have occurred and Lender may, at its option (in addition to
Lender's rights under the Note and Security Agreement), take
any one or more or all of the following actions:
a. terminate Lender's obligation to advance any
further sums pursuant hereto;
b. declare all amounts advanced against the Note
to be immediately due and payable and demand payment in
full of the then principal balance;
c. exerCise all,rights or remedies available under
the Note and/or the Security Agreement; and/or
321918.RED
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a�-���
d. exercise all other rights or remedies availabie
to Lender at law or in equity.
6. Miscellaneous
6.1 Borrower agrees, whether or not the transaction
hereby contemplated is consummated, to pay the reasonable fees
and expenses and disbursements of Lender's special legal
counsel, Briggs and Morgan, P.A. in an amount not to exceed
$ and all of Lender's out-of-pocket expenses in
connection with the transaction which is the subject of this
Agreement.
6.2 All representations and warranties contained herein
or made in writing by or on behalf of Borrower in connection
with the transactions contemplated hereby shall survive the
execution and delivery of this Agreement and the advances
hereunder. All statements contained in any certificate or
other instrument delivered by or on behalf of Borrower
pursuant thereto or in connection with the transactions
contemplated hereby shall constitute representations and
warranties by Borrower.
6.3 This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the parties
hereto except that Borrower's rights hereunder are not
assignable, and the City shall not negotiate, transfer or
assign its interest in the Note without Borrower's prior
written consent.
6.4 No amendment, change, waiver or modification of this
Agreement shall be valid unless the same be in writing and
signed by all of the parties hereto, and no waiver by Lender
of any breach or default by Borrower of any of its
obligations, agreements or covenants under this Loan Agreement
shall be deemed to be a waiver of any subsequent breach of the
same, or any other obligation, agreement or covenant, nor
shall any forbearance by Lender to seek or enforce a remedy
for such breach be deemed a waiver of its rights and remedies
with respect to such breach.
6.5 This Loan Agreement may be executed simultaneously
in two or more counterparts, each of which shall be an
original, but all of which shall constitute one agreement.
6.6 This Agreement from and after the date hereof
supersedes and has merged into it all prior oral and written
agreements on the same subjects by or between some or all of
the parties hereto with the effect that this agreement sha11
control the subject matter covered herein.
321978.RED
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q�-1lL
6.7 Any notices required or contemplated hereunder shall
be effective two (2) days after the placing thereof in the
United States mails, certified mail, return receipt requested,
postage prepaid, and addressed as follows:
If to Borrower:
By
Its Mayor
If to Lender: City of Saint Paul, Minnesota
390 City Hall
15 West Kellogg Blvd.
Saint Paul, MN 55102
Attn:
6.8 Lender and Borrower agree that by making the loan
contemplated herein, Lender does not intend to become a
partner or joint venturer with Borrower in connection with the
Project and Borrower agrees to indemnify and hold Lender
harmless from any and all damages resulting from such a
construction or alleged construction of the relationship
between the parties.
IN WITNESS WFiEREOF, the parties hereto have caused this
Agreement to be executed the date and year first above written.
City of St. Paul, Minnesota
Approved as to foxzn:
Assistant City Attorney
327978.RED
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Science Museum of Minnesota
By
Its Clerk
By
Its Director of Planning and
Economic Development
By
Its Director, Department oP
Finance and Management
Services
�
q�-'lI�
Science Museum of Minnesota
�
Its
�I
327978.RED
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a�-1�L
EXHISIT A
(Location of T�rn Around)
321918.RED
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a�-���.
EXHISIT B
(As-Built Rendition of Turn Around)
321918.RED
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�I�-11�
EXHIBIT C
(LOCation of NSPFL)
321978.RED
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EXHIBIT D
(Eligible Costs)
TKDA - Designer of CC Turnaround, Bridge Inspection
Kraemer - Contractor
SMM - Owners rep - McLauchlin Associates
q�-�� �
CPMI -(CC Owners rep) Responsibility to coordinate with owner
- Weekly meetings
- change order interface
- unknown conditions
HGA (CC Architect) - basic information per hr.
- coordination for modification to Hill and
Eagle Street plans
Testing consultant -
Soil conditions analysis
Pedestrian Control Expenses -
City Expenses -
Ordinance pennit, Bldg. permit, etc.
Other Public works cost
Finance - J. Anderson time
Miscellaneous Expense that both Civic
Center and SMM agree on that are Customary for projects o£
this type
321918.RED
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ORIGINAL
Presented By:
Referred To:
Council File #
Green Sheet #
Committee: Date
� WHEREAS, The Science Museum of Minnesota, a Minnesota non-profit corporation ("SMM'� proposes construct new
z facilities for use as a Science Museum in the Riverfront Redevelopment Area of the Ciiy of Saint Paut hich facilities wilt
a include, but are not limited to, a museum of not less than 300,000 square feet and a 700 car parkingn'amp (collectively, the
a "Science Museum"); and ,
s WHEREAS, the Civic Center Authority is in the process of constructing an expansion to the S Paul Civic Center in the
� same vicinity and the consVuction of the Science Museum requires a change in the route by�which delivery trucks exit from
s the area surrounding the Civic Center; and �
�o WHEREAS, the City, SMM and the Civic Center Authority have agreed that the �
71 Kellogg Boulevard (the "Tum Around") as more fully set foRh in the Civic Center
�z City, SMM and the Civic Center Authority (the "Turn Around AgreemenY') is in th
�a necessary to accommodate the construction of the Science Museum and the e�f
�iction of a tum around undemeath
Around Agreement, by and among the
t interests of the parties and is
of the Civic Center; and
16
�s WHEREAS, the City will receive significant long term benefits from having o successful projects operating in the downtown
as area which together draw more than four million visitors annually to the ity; and
ta
+e WHEREAS, the City has agreed to make an interest free loan to S in the principal amount not to exceed $2,500,000 (the
�s "Loan") to pay for the construction of the Turn Around and locatio of certain NSP Feeder lines and SMM has agreed to
zo secure and repay the Loan, all in accordance with the terms a conditions of a Loan Agreement by and between the City and
z� SMM which include: (1) SMM will cause the Turn Around an eeder lines to be completed by December 31, 1996 (2) SMM
zz will pay for all cosSs associated with the Tum Around and P Feeder lines (3) City Loan will be secured by lien against
zs Science Museum Board Restrided Funds (4) City will b repayed as part of SMM Revenue Bonds issue anticipated this fall,
sa and (5) Civic Center will construct the Turn Around thr ugh a charge order at no cost to them; now therefore be it
zs
zs RESOLVED, the City Council hereby approves th Turn Around Agreement and the Loan Agreement in substantially the forms
z� submitted, together with such changes, additio or deletions as are approved by the City Attorney's Office. The Mayor,
za Director, Department of Planning and Econo c Development and Director, Department of Finance and ManagemeM
zs Services are hereby authorized to execute e Turn Around Agreement and the Loan Agreement in substantially the forms
ao submitted. In the absence of the Mayor, irector, Department of Planning and Economic Development and Director,
a� Department of Finance and Managem t Services, the Turn Around Agreement and Loan Agreement may be executed by any
az other appropriate officers; and be it
33
sa FURTHER RESOLVED, the Ma r, pursuant to sec. 10.07.04 of the city charter, recommends the following changes to the
35 1996 budget:
RESOLUTION
>A1NT PAUL, MINNESOTA
t
.�
35.�y --�-_� t.
Page 1 of 2
q c. —� � �,
CIVIC CENTER TfJRN AROIIND AGRE�NT
This Agreement is entered into as of t�his day of
, 1996, by and among the City of St�: Paul, Minaesota
("City"), the Scieace Museum of Minaesota ("Si�IM") and the Civic
Center Authority ("Authority"). ,�"�
W 2 T N E S S E T H:
WHEREAS, SMM intends to construct�` a new science museum
facility on Kellogg Boulevard in the CiG�y of Saint Paul (the "New
Science Museum"); and '"
�
wHEREAS, the City is conte�iplating providing certain
assistance to SMM in connection with construction of the New
Science Museum as more fully set f�rth in that certain Memorandum
of Understanding dated July 12, 199�5, between the City and SMM; and
�
WHEREAS, the Authority is currently in the process of
constructing an expansion to th�e Civic Center in Saint Paul (the
"Civic Center Expansion"), co�tracts for which are currently in
place and in the process of being performed; and
WHEREAS, the original �design of the Civic Center Expansion
provided for delivery truck�access to the loading dock areas of the
Civic Center from Exchange �treet and egress from said loading dock
via a roadway extension�hrough the property on which the New
Science Museum will be c structed; and
WHEREAS, construct'on of the New Science Museum will require
a change in the route � er which delivery trucks will exit from the
Civic Center; and
�VHEREAS, the
in egress from the
a ��turn-around" ro
of such deliver
hereinafter refer�
ties have agreed that the appropriate change
ic Center loading dock is the construction of
underneath Kellogg Boulevard and the rerouting
trucks back down Exchange Street (being
to as the "'I�rn Around"); and
WHEREAS, t e Turn Around consists, generally, of bridge
reconstruction nder Kellogg Boulevard, construction of a truck
exit and the re rading of Exchange Street, installation of lighting
in the tunnel nder Kellogg Boulevard, and various traffic signal
work, all of ich work will be done on the locations described on
Exhibit A to this Agreement and which will look, upon completion,
substantial y identical with the rendition set forth on Exhibit B
to this Aa eement; and
f rom
I, the City will receive a significant long term benefit
two successful projects operating in the Civic Center/
321994.2
ac.-��\
Science Museum area of downtown Saint Paul which together draw more
than four million visitors to Saint Paul every year; and
WHEREAS, the City has agreed to lend SNII�I [$2,500,000] p rsuant
to the terms and conditions of a Loan Agreement entered into of
approximate date with this Agreement (the "Loan Agreem t"), of
which loan [$1,600,000] can be used by SMM to obtain rei ursement
for Eligible Costs (as defined in the Loan Agreement) ncurred in
connection with construction of the 'I�rn Around; and�
WHEREAS, SMM has already retained the a�r� itecture and
engineering fizm of Toltz, King, Duvall and Associ�tes ("TKDA") to
design the Turn Around and TKDA is already familiar with that
portion of the Civic Center Expansion which is g� will be affected
by the New Science Museum and the Turn Around;�"'and
WHEREAS, the construction firm of Edwar�d G. Kraemer and Sons,
Inc. ("Kraemer") has constructed, or is required under contract
with the Authority to construct, that po��Eion of the Civic Center
Expansion that is or will be affected by�,�the New Science Museum and
the 'I`urn Around; and o
WHEREAS, SNIM and the Authority have detexmined that it is most
efficient to utilize TKDA and �I�raemer for the design and
construction, respectively, of th�'TUrn Around; and
FIHEREAS, since Kraemer is�`presently under contract to the
Authority, and performing wor�e for the Authority which will be
directly affected by the Turn�Around, SMM and the Authority have
determined that the engageme�t of Kraemer is best done by amendment
to its agreement with the �t and
WHEREAS, the parties�desire to enter into this Agreement to
memorialize their agr ement with respect to the design,
construction and futur maintenance, and payment of costs, of the
Turn Around; �
NOW, THEREFORE, in consideration of the foregoing premises,
and for other goo and valuable consideration, the receipt and
sufficiency of whi h are hereby acknowledged, it is hereby agreed
as follows:
1. Recita7�s. The foregoing recitals are true and correct and
are made a par- of this Agreement.
2. Des n of Turn Around. Promptly upon execution of this
Agreement, MM and the Authority will commence negotiations with
TKDA to ngage TKDA to prepare all necessary plans and
specifica ions for the Turn Around. Upon agreement being reached
among S, the Authority and TKDA with respect to the te�s and
condit' ns of TKDA's engagement, SMM shall proceed to prepare the
neces ry agreement with TKDA, subject to review and approval of
said greement by the Authority. All costs and expenses charged by
321994.2 2
TKDA in connection with design of the Turn Around and any n
redesign of the Civic Center Expansion, and the prepar;
plans and specifications for the Turn Around, shall
responsibility of SMM. A copy of the executed agreement
SNIM and TKDA, and a copy of the plans and specifications
Turn Around, shall be provided to all parties to this P.
promptly upon completion. No changes to said agreement,
changes to the plans and specifications, shall be made�
a cost increase of [$10,000] or more, without the expr �
consent of all parties to this Agreement. /
��.'� ��
cess
=io of
be the
b ween
r the
eement
nor any
h cause
written
3. Constructioa of Turn Around. Promptly upox��execution of
this Agreement, SMM and the Authority will commenc�e negotiations
with Kraemer to engage Kraemer to construct the T�rn Around based
upon the plans and specifications to be prepar�d by TKDA. Upon
agreement being reached among SMM, the Authori�'y and Kraemer with
respect to the terms and conditions of Kraemer's engagement, the
Authority shall proceed to prepare the nece,s'sary amendment to its
agreement with Kraemer, subject to reviey,+' and approval of said
amendment by SNIM. All net additional costs and expenses incurred
by the Authority in connection witYi documentation for and
construction of the Turn Around including those charged by Kraemer
shall be the responsibility of SMMz"regardless of whether they
constitute Eligible Expenses under �'he Loan Agreement. A copy of
the executed amendment to the agreeinents between the Authority and
Kraemer shall be provided to all g,3rties to this Agreement promptly
upon completion. No changes t said amendment, nor any further
changes to the original contra which relate to the Turn Around,
shall be made which cause a ost increase of [$10,000] or more,
without the express writte consent of all parties to this
Agreement. SMM acknowledge�that, as between it and the City and
the Authority, it is sole�responsible for all costs and expenses
which are necessary to d cument, design, construct, inspect and
warrant the Turn Around, egardless of whether any such costs or
expenses are within t scope of agreements with TKDA and/or
Kraemer or are caused �y unforeseen conditions or delays.
4. Maintenan�e of Turn Around. Upon completion of
construction of the rn Around, the Authority shall be responsible
for obtaining and ying for all required repair and maintenance of
the Ti:rn Around.
5. Effect f Cit Execution. The execution of this Agreement
by the City s 11 not be deemed to be approval by the City of the
design or co truction of the Turn Around. SMM and the Authority
shall be res onsible for obtaining all necessary licenses, permits
and approv s of the various City agencies that are required in
connectio, with design and construction of the Turn Around.
6 SNR2 and Authoritv Decision Makina. SMM and the Authority
agree o cooperate with respect to the design and construction of
the rn Around. In order to facilitate such cooperation, SMM and
the Authority agree to constitute a Turn Around committee (the
327994.2 3
� �. - � `�
"Committee") which shall consist of the New Science Museum Project
Manager and owner�s representative on behalf of SMM and t
executive director, head of the e�cpansion coordinating commit e
and owner's representative on behalf of the Authority. Any
decisions which are required in connection with the des' or
construction of the Turn Around shall be made by a majority:of the
Committee, provided, however, that no decision of the mmittee
shall be recognized unless it is agreed to by at east one
representative on behalf of SMM and one representative o''behalf of
the Authority. All decisions of the Committee shall ` final and
binding upon SMM and the Authority (subject to ,any required
approval or authority from the governing boards � SMM and the
Authority) provided, however, that no such dec}�ions shall be
binding upon the various City agencies that have �`iirisdiction over
the T�rn Around, or portions thereof, and provided, further, that
no changes in the agreements with TKDA or Kraec�e'r, or the plans and
specifications which relate to the 'I�rn Arouiid, shall be entered
into which cause an increase in the cost of,design or construction
of the Turn Around in excess of ($10,00,��7 without the express
written approval of the City. ,t'"
7, Dispute Resolution. In the event that any disputes arise
between the Authority and SMM relatirig to any aspect of the Turn
Around, or in the event that the Com�fiittee cannot reach a decision
with respect to any matters under ,�onsideration by the Committee,
and after the parties have made a faith effort to resolve any
such dispute, either party shaY'1 have the right to schedule a
meeting with the Director of Pl;anning and Economic Development of
the City. At such meeting tk�� other party shall be required to
appear and the matter in dis�iute shall be explained to said City
representative. After hearing from representatives of both
parties, the representativ� of the City shall make any necessary
decision which decision sY}all be final and binding upon SMM and the
Authority, provided, ho that any such decision shall not
after the cost responsi�."ility of SMM hereunder.
8. Insurance a�sd Bondin . The Authority agrees to obtain:
(a) the payment and`performance bond, or rider to the existing
payment and perfo�riance bond for the Civic Center Expansion,
covering the 'i�rn/,`Around sufficient to meet the requirements of
Section 1.11 of .the Loan Agreement and (b) the insurance (by
separate policy r rider to existing policies) required by Section
1.9 of the Loa /Agreement; as and when required by SMM to obtain
disbursements nder the Loan Agreement.
9. Es?�oonel Letters. The Authority agrees to use its best
efforts to btain the estoppel letters required by Section 2.f. of
the Loan �ireement.
10 warrantv aad Contract Claims. In the event that either
the Au ority or SNIM: (a) are damaged or suffer a loss as a result
of i dequate performance or breach of a contractual provision by
TKD or Kraemer; or (b) othezwise desire to assert a claim against
321994.2 4
�(,-`l�1
TKDA or Kraemer for breach of warranty or other relief; then, o
the extent such party is not in privity of contract with T or
Kraemer, the parCy in privity of contract with TKDA or K emer
shall assign to the other, to the extent allowable ��n the
underlying documents, the right to assert such claim. �"pon such
assignment the party desiring to assert a claim shall pxoceed, at
its sole expense, with the prosecution of such claim, p�ovided that
the assigning party shall cooperate with the party-' desiring to
enforce such claim. In the event that the underlying documents do
not permit the assignment of such claim, the party in privity of
contract shall enforce, at the cost of, for th�`benefit of, and
subject to the reasonable direction of, the otk�er party. In the
event of any disagreement between SMM and the;l�uthority as to any
matters contemplated by this section 10 the Dispute Resolution
mechanism contained in section 7 of this Agr`eement shall apply.
11. Effectiveaess of this Aareemeat. This Agreement shall
not be effective unless and until the% Loan Agreement has been
executed by the City and SMM and all d.ocuments required by Section
1 of the Loan Agreement have been del-ivered to the City by SMM.
12. No Third Partv Beneficiarv. This Agreement is not
intended, and shall not be constr�ed, to be for the benefit of any
person or entity not a party to Agreement including, but not
limited to, TKDA and Kraemer. ,�'
13. Miscellaneous.
delegate its duties, wi
other parties hereto.
understanding of the pa
matter hereof and superse
agreements, written or �
or amended with the ex��
This Agreement may be�-ex
No �iarty hereto may assign its rights, or
�ou the express written consent of the
T3iis Agreement sets forth the entire
r ies hereto with respect to the subject
es all prior discussions, negotiations or
�1. This Agreement can only be modified
,s written consent of all parties hereto.
�uted in counterpart.
321994.2
♦
� � � { � \
IN WITNESS WHEREOF, the parties have entered into this
Agreement as of the date first above written. s
City of St. Paul, Minn�ota
Approved as to form:
Assistant City Attorney for
Civic Center Authority
Assistant City Attorney for
the City of Saint Paul
By
Its Mayor
By
Its Clerk
�
By
Its D' ec
or ot Ylanning
ic Development
Director, Department of
Finance and Management
Services
Science Museum of Minnesota
By
Its
By
Its
Civic Center Authority
�
By
327994.2 6
� �. -�,�
LOAN AGRE�fiT
THIS AGRTEb�IT, MP.DE THIS day of ,;` 1996,
between SCIENCE bIIISEIIbt OF MINNESOTA, a Minnesota n-profit
corporation ("BOrrower") and CITY OF SAINT PAIIL, M SOTA, a
Minnesota municipal corporation ("Lender"), p .�
WITNESSETH:
WHEREAS, Borrower has requested a loa�from Lender of
[$2,500,000] (the "Loan"); and
WHEREAS, [$1,600,000] of the Loan will be used to construct a
project known as the Civic Center Turn Arou�id (the "Tt�rn Around")
which consists, generally, of bridge reco.�struction under Kellogg
Street, construction of a truck exit and.,the regrading of Exchange
Street, installation of lighting under��ellogg Street, and traffic
signal work; and
WHEREAS, the work comprising t;kie 'I�rn Around will be done on
the areas identified on Exhibit_�A to this Agreement and, when
completed, will be substantially,yidentical in design, function and
appearance as identified on Exh,�bit B to this Agreement; and
WHEREAS, the work compri<sing the Turn Around will be done by
certain contractors present:�y under contract to, and performing
work on behalf of, the Civic Center Authority (the "Authority") in
connection with the curre�iE expansion of the Civic Center pursuant
to certain amendments tq�those contracts; and
WEiEREAS, [$900, OQO] of the Loan will be used to relocate a
certain Northern Sta,�es Power Company ("NSP") feeder line (the
"NSPFL") which reTocation is required by the anticipated
construction of th� new science museum; and
WHEREAS, t
forth on Exhibi
WIiEREAS ,
by NSP pursu�
?' NSPFL will be relocated to that property set
C to this Agreement; and
e work required to relocate the NSPFL will be done
to an agreement between Borrower and NSP; and
WHEREPpS, Lender is willing to make the Loan on the terms and
condition� set forth in this Agreement;
NO , THEREFORE, in consideration of the above premises and the
mutual covenants and agreements set forth herein, the parties
heret hereby agree as follows:
1. Documents Delivered Herewith Prior to or
mporaneously with the execution of this Agreement, Borrower
elivered to Lender the following documents and/or instruments
of which shall be in fo� and substance acceptable to Lender:
321978.2
a�.-� ��
1.1 A promissory note (the "Note") in the or:
principal amount of [$2,500,000] made by Borrower to the
of Lender.
1.2 A Security Agreement executed by Borrow (the
"Security Agreement") securing the Note. ,`''
1.3 Financing Statements (the "Financing S atements'�)
executed by Borrower for filing with the Minnes 'a Secretary
of State covering the property described in.°�the Security
Agreement (the "Collateral°). '
1.4 Such other documents, instruments,rand agreements as
Lender and its counsel shall require in os�der to perfect the
security interest created by the Securit,� Agreement.
1.5 Current UCC Secured Transac�ions Search and State
and Federal Tax Lien Search with the�Minnesota Secretary of
State indicating that the Collateral�'and the Borrower are free
and clear of tax liens, security interests or other
encumbrances.
1.6 Articles of Incorporation and By-Laws of Borrower
and a Certificate of Good Standing regarding Borrower.
1.7 Corporate Resolution of Borrower authorizing this
transaction and designatirig the parties authorized to execute
all relevant documents on behalf of Borrower.
r-
1.8 Opinion of legal counsel for Borrower regarding the
Borrower and this transaction.
1.9 A certificate evidencing that Borrower has in place,
or has caused to,�`be in place, a policy or policies of in-
surance that pro�ride:
��
a. :"'cluring the period of construction, "all risk"
Builder'�� Risk insurance, in a completed value form and
in an a�iount not less than the full replacement cost of
the Tu"rn Around and the NSPFL (collectively, the
"Project"). The policy or policies providing Builder's
Risk��insurance shall name Borrower and the appropriate
con�`ractor as co-insureds, shall name Lender as a
mox'tgagee in accordance with the so-called "standard
m rtgagee clause" and shall not contain or shall delete
b„�y endorsement any co-insurance provisions.
b. Liability Insurance equivalent to the insurance
provided under the Insurance Services Office, Inc. 1986
Commercial General Liability Coverage Form. Such
insurance shall be on an occurrence basis, and Borrower
shall maintain, or cause to be maintained, at all times,
coverage limits of not less than $2,000,000 per
321918.2 2
°I�-��1
occurrence. Such policy of liability insurance
name Lender and Borrower as additional ir
thereunder. ,
c. Statutory Workers' Compensation In:
"all states" endorsement and Employer's
Insurance each in the amount of $100,000. ,�
with
ility
d. Endorsements requiring the i urer to give
Lender thirty (30) days' written otice of any
tennination, cancellation, non-renewal„r material change
in the coverage provided by such pol�rcy or policies.
The company or companies prc
be financially responsible
business in Minnesota and ac
%'such insurance shall
�ers licensed to do
le to Lender.
1.10 Fully executed original
Turn Around Agreement of even
Lender, Borrower and the Author}�
that certain Civic Center
e herewith by and among
1.11 A payment and perf�rmance bond, or a rider to the
existing payment and perform�nce bond in place with respect to
the Civic Center expansion�� with respect to the 'I�rn Around.
2. Conditions Preceden� to All Advances. Borrower shall
have the right to obtain adv nces hereunder for work completed no
more often than monthly. L�nder shall have the right to condition
each advance on receipt � such documentation, certificates and
mechanics lien waivers as Lender reasonably determines are
necessary to ensure that the appropriate parties are being paid for
work performed. Additi�nally, the obligation of the Lender to make
any advance hereunde�shall be subject to each of the following
conditions precedent hat on the date of any such advance:
a. �11 representations and warranties set forth in
Section,,�3 hereof shall be true and correct on and as of
the da�'e of any such advance.
. No event has occurred and is continuing, or
result from such advance, which constitutes a
t or an Event of Default under this Agreement.
c. Lender shall have received, in form and
ubstance acceptable to Lender, copies of the plans and
specifications for the Turn Around.
d. Lender shall have received, in form and
substance acceptable to Lender, a copy of the contracts,
and executed amendments to the contracts, under which the
Turn Around will be designed and constructed.
321918.2 3
�`-��1
e. Lender shall have received, in fonn and
substance acceptable to Lender, a copy of an executed
agreement between Borrower and NSP relating to � he
design, location and construction of the NSPFL.
f. Lender shall have received,
substance acceptable to Lender, a copy
letters from all prime contractors and [
under contract to the Authority cer
construction of the 'I�rn Around in accor
construction schedule set forth in t
amendments will not interfere with the re
the civic center expansion to be pereo
contractors or cause additional amount �or
under said contracts. �`
in fo� and
of ��to�Del
tif�"ing that
da�e with the
k� applicable
ining work on
rmed by those
fees to be due
g. Lender shall have rec�ived, in form and
substance acceptable to Lender, opies of all building
pexmits, licenses and approv s required prior to
commencing construction of the �iirn Around and the NSPFL.
h. All Loan proceeds be disbursed only for
"Eligible Costs" of the ,,�roject the definition and
description of which is s�t forth on Exhibit D hereto.
i. All Loan proc e"ds disbursed for the Turn Around
shall be deposited �nto the City's Civic Center
Construction Fund a�td will be disbursed in the same
manner, and subj�i't to the same conditions and
requirements, that� unds are disbursed in connection with
the civic center xpansion.
j. All L�San proceeds disbursed for the NSPFL shall
be disburse� by the City Finance Department upon
completion the relocation of the NSPFL and a
certificati of such completion by NSP.
k. �Cost overruns in excess of available Loan
eds ust be paid for by Borrower equity and shall be
rs�d prior to any further disbursement of Loan
3. Repr�sentations and Warranties In order to induce Lender
to enter int,` this Agreement, Borrower hereby represents and
warrants tha�
.1 Borrower has full power, right and authority to
exec te and deliver this Agreement and all documents
con emplated hereby (collectively, the "Loan Documents"), to
bo 'ow the funds herein provided for, and to perform and
o erve each and all of the matters and things provided for in
e Loan Documents.
321918.2 4
q�.-�t�►
3.2 There are no actions, suits or proceedings pend.
or to the knowledge of Borrower threatened, against
affecting it or the Project, or involving the validi
enforceability of the Security Agreement or the prior' �
the lien thereof, at law or in equity; and Borrower i°no
default with respect to any order, writ, injunction,� ecre
demand of any court or any governmental authority
3.3 The consummation of the trans
hereby and perforntance of this Agreement
Documents have been duly authorized by all
action and will not result in any breach
default under, any mortgage, deed of tru:
or credit agreement, corporate charter,„
agreement or instrument to which Borro f
which Borrower or any of its prop �t:
affected.
or
of
in
or
and " 1 other Loan
Zec ssary corporate
> ' or constitute a
�; lease, bank loan
y-law or any other
: is a party or by
may be bound or
3.4 All financial statemen,ts or other infoxmation
heretofore delivered to Lender, a� true, correct and complete
in all material respects, have�een prepared in accordance
with generally accepted accou ting principles, and fairly
present the respective fina� ial conditions of the subjects
thereof as of the respecti�✓e dates thereof; no materially
adverse change has occur�'ed in the financial conditions
reflected therein since tYie respective dates thereof, and no
additional borrowings h�ve been made by Borrower since the
date thereof other thaiY'the borrowing contemplated hereby or
borrowings previously in writing by Lender.
3.5 Until rep'aid, the Loan will reduce the amount of
cash contribution,;-on a dollar for dollar basis, which Lender
is contemplating to Borrower under the Memorandum of
Understanding be,tween Lender and Borrower dated July 12, 1995.
4. Affirmative Covenants To further induce Lender to make
the requested loari, and so long as the Note shall remain unpaid,
Borrower hereby eovenants and agrees that it will:
s,
4.1 �At all times, maintain, or cause to be maintained,
insurance policies_ in the manner set forth in Section 1.8
hereof „�and from time to time, upon Lender's request, furnish
it evic�ence of such coverage in form satisfactory to Lender
and it�-s counsel.
�
;4.2 Furnish to Lender such other information respecting
the�`�Project or the financial condition and results of
op�rations of Borrower as the Lender may from time to time
re'auest .
� 4.3 Comply with the requirements of all applicable laws
and regulations, the noncompliance with which would materially
321918.2 5
��.-���
and adversely affect its business or the financial condit
of Borrower. �
4.4 Upon completion of the Z�rn Around, provide� ender
with the architect's certificate of completion certif ng that
the T'urn Around has been completed in accordanc with the
plans and specifications. �
4.5 Upon completion of the NSPFL, provide�Lender with a
certification of completion from NSP togethe,�with a copy of
the final invoice for the cost of said work„f�`
4.6 Cause all bridge work required,�s part of the Turn
Around to be completed by [October 1, 19,.�67.
4.7 Cause the Turn Around
substantially completed by November
December 31, 1996. ,
5.
nd the NSPFL to be
, 1996 and completed by
5.1 If Borrower fails to%duly and punctually perform or
violates the covenants conta herein, or in any document
executed or delivered hereunder and such failure continues for
a period of thirty (30) �ays after written notice of such
failure shall have been d'elivered to Borrower; or
5.2 If any
representation, or
under this Agreemer
date thereof or ai
material respect, �;
passage of time;�>o�
�'inancial statement, certificate,
arranty furnished pursuant to or made
proves to be materially false as of the
representation made herein is, in any
rue when made or becomes untrue with the
5.3 If Sorrower makes a general assignment for the
benefit of creditors, admits in writing its inability to pay
its debts gen�rally as they mature, files or has filed against
it a petitioii in bankruptcy or a petition or answer seeking a
reorganizat`ion, arrangement with creditors or other similar
relief un er the Federal Bankruptcy Laws or under any other
applicab�� law of _the United States of America or any state
thereofr'consents to the appointment of a trustee or receiver
for Bo�rower or for its Property; or takes any action for the
purpo�e of effecting or consenting to any of the foregoing; or
ap�o 5.4 If an order, judgment or decree shall be entered
inting, without Borrower's consent, a trustee or receiver
f�r Borrower or a substantial part of its Property, or
�a°pproving a petition filed against Borrower seeking a
�eorganization, arrangement with creditors or other similar
relief under the Federal Bankruptcy Laws or under any other
applicable law of the United States of America or any state
thereof, and such order, judgment or decree shall not be
321978.2 6
q�-� t t
vacated or set aside or stayed within sixty (60) days from e
date of entry thereof; or
i
5.5 If Borrower shall announce publicly its in nt to
discontinue or abandon the construction of the new science
museum; or �
5.6 If an Event of Default shall occu�' under the
Security Agreement; ��
then, in any such event, an "Event of Default"'shall be deemed
to have occurred and Lender may, at its opti�eafz (in addition to
Lender's rights under the Note and Securit� Agreement), take
any one or more or all of the following,actions:
a. terminate Lender�s obl�.gation to advance any
further sums pursuant hereto; j�'
b. declare all amounts;i'advanced against the Note
to be immediately due and p�"�iable and demand payment in
full of the then principal,�alance;
c. exercise all ri�hts or remedies available under
the Note and/or the SeG Agreement; and/or
t`
d. exercise a1� other rights or remedies available
to Lender at law or,,jo.n equity.
6. Miscellaneous
6.1 Borrower
hereby contemplate
expenses and disbu;
Briggs and Morga�'
expenses in con,�e
subject of thi�yAg
is
i'�"]
s, whether or not the transaction
consummated, to pay the fees and
:s of Lender's special legal counsel,
and all of Lender's out-of-pocket
with the transaction which is the
6.2 All�:'representations and warranties contained herein
or made in w�iting by or on behalf of Borrower in connection
with the transactions contemplated hereby shall survive the
execution�`�nd delivery of this Agreement and the advances
hereunder All statements contained in any certificate or
other i�strument delivered by or on behalf of Borrower
pursuar� thereto or in connection with the transactions
conte lated hereby shall constitute representations and
warra ties by Borrower.
6.3 This Agreement shall be binding upon and inure to
th benefit of the successors and assigns of the parties
h reto except that Borrower's rights hereunder are not
ssignable.
321978.2 7
q�-�t�
6.4 No amendment, change, waiver or modification of this
Agreement shall be valid unless the same be in writing and
signed by all of the parties hereto, and no waiver by Lender
of any breach or default by Borrower of any of �
obligations, agreements or covenants under this Loan Agree t
shall be deemed to be a waiver of any subsequent breach of�the
same, or any other obligation, agreement or covenan , nor
shall any £orbearance by Lender to seek or enforce �emedy
for such breach be deemed a waiver of its rights anr� remedies
with respect to such breach. r'
6.5 This Loan Agreement may be executed,simultaneously
in two or more counterparts, each of whi,cYi shall be an
original, but all of which shall constitute._;ane agreement.
6.6 This Agreement from and after the date hereof
supersedes and has merged into it all prior oral and written
agreements on the same subjects by or some or all of
the parties hereto with the effect tkxat this agreement shall
control the subject matter covered hierein.
6.7 Any notices required orrcontemplated hereunder shall
be effective upon the placing in the United States
mails, certified mail, returii receipt requested, postage
prepaid, and addressed as foYlows:
If to Borrower: ,°' Science Museum of Minnesota
Attn:
If to Lender: ,>%" City of Saint Paul, Minnesota
% 390 City Hall
� 15 West Kellogg Blvd.
; �i °
?' Saint Paul, I�'II�1 55102
�� Attn:
6.8 By the loan contemplated herein, Lender does
not intend t0 become a partner or joint venturer with Borrower
in connect,2on with the Project and Borrower agrees to
indemnify;and hold Lender harntless from any and all damages
resultin�'from such a construction or alleged construction of
the rel�tionship between the parties.
321918.2 a
9G-�11�
IN WITNESS WSEREOF, the parties hereto have c
Agreement to be executed the date and year first above
City of St. Paul,
By
Its Mayor
Approved as to form: By
Assistant City Attorney By
Director of Planning
Economic Development
By
Its Director, Department of
Finance and Management
Services
Science Museum of Minnesota
�
'�!
321918.2 9
q�-'t��
�IG -1 �1
ERHIBIT C
(Location o£ NSPFL
,
,e/
`
�
EXHIBZT D
(Sligible Costs)
TKDA - Designer of CC Turnaround, Bridge Inspection
Kraemer - Contractor
SMM - Owners rep - McLauchlin Associates
CPMI -(CC Owners rep) Responsibility to coordinate with awner
- Weekly meetings �`'
- change or@er interface ;"1`
- unknown conditions ;
HGA (CC Architect) - basic informat<ion per hr.
- coordination;�or modification to Hill and
Eagle StreeC'plans
Testing consultant -
Soil conditions analysis
Pedestrian Control Expenses -
City E�cpenses - "
Ordinance permit, B1��. permit, etc.
Other Public works e'st ???? [Lisa]
Finance - J. Anderstiin time
Miscellaneous Expense
Center and SMM a
this type „
both Civic
on that are customary for projects of
327918.2