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97-1354council File # °7 - /35y Green Sheet # (�O/�� RESOLUTION CITY OF SAWT PAUL, MINNESOTA Presented By Referred to Committee: Date � 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 WHEREAS, an Amendatory Agreement dated December 22, 1995, by and between the City of Saint Paul and Our Fair Cazousel Inc. was entered into, and; WHEREAS, that Amendatory Ageement contained a provision that if a mazketing program for Cafesjian's Cazousel outlined in the Amendatory Agreement was not successful, Cafesjian's Cazousel would cease operafion in Town Square Pazk on July 31, 1996, and; WHEREAS, the marketing project was not successful and Cafesjian's Cazousel ceased operarion in Town Square Pazk on July 31, 1997, and; WHEREAS, the Amendatory Agreement allowed the City of Saint Paul twelve moriths from the date of ceasing operation (July 31, 1997) to find a new location and provide a building to house Cafesjian's Carousel, and; WHEREAS, the City was not able to meet this obligation, and; WHEREAS, the Amendatory Agreement allows Our Fair Cazousel Inc. to purchase Cafesjian's Carousel from the City of Saint Paul for $1.00 if a new locaUOn and housing was not provided, and; WHEREAS, Our Fair Cazousel Inc. wishes to invoke their right to purchase the Cazousel. NOW THEREFORE BE IT RESOLVED, the proper Ciry officials are hereby directed to enter into the attached agreement with Our Fair Cazousel and fiuther such agreement shall insure that the C3ty of Saint Paul and the Saint Paul Housing and Redevelopment Authority aze guazanteed any monies that aze due them. rr=====_____,�___� =, �I �� Yeas �� Nays �� Absent I� �� Blakey �� Bostrom_�� Collins �� I Harris_II �� {� II Megard II � II Moiton �� Thune ��— �� I� I �====_______'-`===I== I I=== � II ==== � =j Adopted by Council: Date �\ \9 �9 ��'{ .� ` Adoption Certified by Council Secretary B �__��-�Q/�o—�-� Approved by Mayor : Date : t�(14 �5 �}- By: � Requested by Department of: - - • - " �/� l �S � Form Approved by City Attorney By: `-�� ,t� �� — Approved by Mayor for 5ubmission to Counc' By: ��%y�� y-�_ �a�u . , - .._ . DEPARTMENTlOFFICE/COUNCII DATEINRIATED GREEN SHEET NO. 60133 Parks and Recreation November 6, 7997 i CONTAGT PERSON AND PHONE INfT1AL/DATE INRIAL/DAiE Vic Wittgenstein � 1 DEPARTMINTDIRECTOR 4 c`rvcouNCa ASSIGN NUMBER FO 2 CITY ATTORNEY 5 cm c�nK ROUTING MUST BE ON COUNCIL AGENDA BY ONDER _FINANCIALSERVICESDIR. _ (DATE) 3 MAVOR�ORASSISTANi7 _ November 72, 1997 TOTAL # OF SIGNATURE PAGES 1(CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED: Signatures of Superintendent of Parks and Recreation, Housing and Redevelopment Director, City Attorney, Mayor and passage by the Saint Paul City Council of the attached Council Resolution which allows the City of sell Cafesjian's Carousel to Our Fair Carousel Inc. RECOMMENDATIONS: Approve (A) or Rejec[ (RI PERSONAL SEPVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: _PLANNINfi COMMISSION _qVIL SERVICE COMMISSION �, Has Nis pereon/fi�m ever worked untler a conttact tor this tlepartment? CIBCOMMITTEE _ VES NO A srnFF _ Parks and Rec Div Z. Has Nis personRirm ever been a nry ¢mployee? DISTRICT COUNCIL YES NO — — 3. Does [his person/firm possess a skill not �o�mally possessetl by any curren[ city employee? SUPPORTS WHIGH COUNCIL OBJECTIVE? YES NO Explain all yes answers on separate sheet and attach to 9�ee� sheet. INITIATING PROBLEM, ISSUE, OPPORTUNIiV (Who, Wha[, When, Where, Why): Under the terms ot the Carousei Amendatory Agreement, Our Fair Carousel Inc. has the right to purchase Cafesjian's Carousel from the City for $1.00. The attached resolution directs staff to enter into an agreement with Our Fair Carousel for this purchase and to insure that Our Fair Carousel's obligations to the City are met. ADVANTAGES IF APPROVE�: Our Fair Carousei will have title to the Cafesjian's Carousel as called for by the various Carousel agreements, and will be abie to locate a site for the Carousel and get it up and running again. ��, .r•`��"t�� , „ DISADVANTAGES IF APPROVED: City will lose control of the asset. �ov �o �9� �. ° t- r��+ ,t4,�„ `�. , , � �� DISADVANTAGES IF NOT APPROVED: Probably a law suit against the City, which we would most likely lose. This would probably cause Our Fair Carousel not to consider locating the Carousel in Saint Paui. TOTAL AMOUM OF TRANSACTION � �.00 COST/REVENUE BUDGEfED (CIPC�E ONE� YES NO FUNDING SOURCE Soeciai Services Administration ACTNITV NUMBER 23� � � fINANCIAL INFORMATION: fEXPLAIN� Our Fair Carousel will pay the City S 1.00 for the Carousel. They will also make payments toward the up to 5250,000 they owe for Town Square Park restoration. And, Our Fair Carousel or the Guaranteer wilf pay the H.R.A. 5314,000 from the Carousel loan by March t, 2000 as stiputated in the previous agreements. 9��i33y AGREEMENT This Agreement dated the day of , 1997 is made and entered into by and among the City of Saint Paul, a home rule charter city and a municipal corporation of the State of Minnesota ("CITY"), the Housing and Redevelopment Authority of the City of Saint Paul, a public body corporate and politic ("HRA"), and Our Fair Carousel Incorporated, a Minnesota non-profit corporation ( "OFC" ) . WITNESSETH: WHEREAS, all parties to this Agreement have previously entered into Agreements for the financing, restoration, installation, and operation of a Carousel, specifically a Carousel Funding Agreement, dated March 1, 1990, a Carousel Installation, Permit and Operations Agreement dated March 1, 1990, an Amendatory Agreement dated December 22, 1995, an Amendment to the Carousel Installation, Permit and Operations Agreement dated ,1997 and an Amendment to the Carousel Funding Agreement dated ,1997; and WHEREAS, the Carousel was installed and operated in the Loft of Town Square Park, also referred to as Seventh Place Park, pursuant to the initial agreements, continued operation at that location under the Amendatory Agreement and has now ceased operations at that location; and WHEREAS, the City has not provided a new location for the Carousel within the time limit set forth in Paragraph 17 of the Amendatory Agreement and the parties have not agreed upon a satisfactory new location; and WHEREAS, OFC wishes to exercise its right to purchase the Carousel, pursuant to paragraph 18 of the Amendatory Agreement and Article 6 of the Carousel Funding Agreement; and WHEREAS, all parties wish to set forth the financial obligations of OFC to the City and the method by which payment of those obligations wi11 be guaranteed prior to the transfer of the City�s interest in the Carousel; NOW, THEREFORE, the City, the HRA, and OFC mutually agree and acknowledge as follows: . 1. OFC's obliQation to the HRA A. Pursuant to the Carousel Funding Agreement, the FiRA provided the sum of Three Hundred and Fifty Thousand Dollars ($350,000.00) for acquisition, restoration and installation of the Carousel, which sum was to be payable to the HRA on or before,the -1- g� - i.�sv lst day of March, 2000. Said money was and is guaranteed by Gerard L. Cafesjian as set forth in the document dated March 8, 1990 and titled Personal Guaranty. B. The sum of Thirty-Six Thousand Dollars ($36,000.00) shall be credited against OFC's obligation based upon the expenditure of Thirty Thousand Dollars for a marketing plan, which money was provided by Gerard Cafesjian, and which money, if held in an interest bearing account would have accrued interest in the amount of Six Thousand Dollars. The credit specified in this subsection B. shall only take place in the event that the HRA receives adequate documentation of the expenditure of said sum of money, and in the event that an Amended Personal Guaranty is signed by Gerard L. Cafesjian. C. On or before March 1, 2000, the HRA shall be entitled to collect the sum of Three Fiundred Fourteen Thousand Dollars ($314,000) from the FiRA Subaccount, as provided in the Carousel Funding Agreement, Section 4.08(g). In the event the amount in the HRA Subaccount is less than $314,000, the HRA shall collect the deficiency from the Guarantor on the first day of March, 2000, and for that purpose enforce the Guaranty. Receipt of Three Hundred and Fourteen Thousand Dollars on March 1, 2000 or the future value of said sum if collected prior to March 1, 2000, shall satisfy the entire obligation of OFC to the HRA under this or any prior agreements relating to the Carousel. OFC's obligation to the Citv A. OFC shall.tender the amount of $1.00 to the City of Saint Paul upon execution of this Agreement. B. OFC shall have the Carousel removed from Seventh Place Park within sixty (60) days of execution of this Agreement. OFC has secured estimates for the removal of the Carousel in the amount of Four Thousand Dollars ($4,000.00), and has approximately Thirty Thousand Dollars ($30,000.00) currently on deposit as of September 30, 1997 in its Operating Account and its Operating Reserve Account. OFC shall provide copies of the estiinates for the removal of the Carousel (Exh. A) and the most recent bank statements for its Operating Account and Operating Reserve Account at the time of the execution of this Agreement. (Ex. B). Removal of the Carousel from Seventh Place Park shall be performed by licensed and bonded contractors, according to a plan to be worked out in consultation with Seventh Place Park personnel and Town Square engineering personnel. OFC shall be responsible for insuring that contractors provide any required permits and certificates of insurance requested by the City. C. OFC shall reimburse the City for its actual costs for the -2- g�- �,��y restoration of Seventh Place Park, up to a maximum of Two Hundred and Fifty Thousand Dollars ($250,000.00). OFC agrees that there are no other limitations on its obligation to reimburse the City for the costs of the restoration other than the maximum dollar amount stated in this paragraph. D. OFC will establish a Seventh Place Park Restoration Account. Commencing with the calendar quarter ending September 30, 1998, and in each calendar quarter therea£ter until the total amount deposited to the Seventh Place Park Restoration Account reaches the sum of $250,000, OFC will deposit to the account ten percent (l0a) of its gross revenue from that calendar quarter from any source. Deposits to the account shall be made within fifteen (15) days o£ the end of each calendar quarter. In the event that: 1) the restoration of Seventh Place Park is completed; or 2) the costs of the restoration have exceeded $250,000.00; before the Seventh Place Park Restoration Account has been fully funded, the City shall notify OFC of either event, and OFC shall have sixty (60) days to deposit the difference between $250,000 and the amount already deposited to the account, or, if the restoration is completed and the costs of the restoration are less than $250,000, the difference.between,the total costs of the restoration and the amount already deposited to the account. E. No money shall be withdrawn from the Seventh Place Park Restoration Account by OFC except for the purpose of reimbursing the City subject to Paragraph 2.F., below or to otherwise reimburse the City for the costs of the restoration of Seventh Place Park, except as follows: 1) if the costs of the restoration are less than $250,000, any money remaining in the account after all reimbursements to the City have been made shall belong solely to OFC; and 2) if this Agreement is terminated pursuant to Paragraph 3.B. then any money in the Seventh Place Park Restoration Account shall belong solely to OFC. F. OFC agrees to release funds from the Seventh Place Park Restoration Account to the City, to the extent that funds are available in the Seventh Place Restoration Account, within fifteen (15) days of the receipt by OFC of invoices paid by the City for work done to restore Seventh Place Park. G. OFC agrees to pledge as security for the $250,000 it owes to the City for the restoration of Seventh Place Park four (4) outside-row Carousel figu'res, each valued at Forty Thousand Doliars ($40,000.00), and one (1) Carousel figure valued at One Hundred Thousand Dollars ($100,000.00), as pictured in Exhibit C to this Agreement, and described as follows: (1) Carmel Charger; (2) Pinto Pony; (3) Knight's Horse with shield and roached mane; (4) King Arthur; and (5) Alligator Horse. During the term of this Agreement OFC agrees that it will not use or pledge these five Carousel figures as security for any other loan, nor will it sell, -3- �J 7 - /3S'� barter, give away, or transfer title to the Carousel or any of its component parts unless it has fully funded the Seventh Place Park Restoration Account or can simultaneously fund the account. On the sixty-first day following notice to OFC by the City that the Seventh P1ace Park restoration is complete or that costs have exceeded $250,000, if the Seventh Place Park Restoration Account is not fully funded, OFC will deliver to the City the Carousel figures selected from the group which are equivalent in value to the amount needed to fully fund the account. H. During the term of this Agreement, OFC will maintain a property insurance policy on the Carousel covering fire, property damage, theft and all other loss, in the amount of One Million One Hundred Thousand Dollars ($1,100,000.00), which policy will name the City as.an additional insured, and will require thirty days notice to the city prior to any cancellation of said policy. A copy of the policy shall be provided to the Division of Parks and Recreation. In the event of any event which results in payment of the policy, other than payment strictly for damage to the machinery, the full amount of the payment will be deposited in the Seventh Place Park Restoration Account, up to a maximum of $250,000. 3. City's Obliaation to Restore Town Sauare Park/Seventh Place A. The City shall restore Seventh Place Park to such condition as the City determines to be desirable and necessary, and shall seek reimbursement from OFC for the actual costs of said restoration up to and including the amount of $250,000. B. If the City has, without reasonable eaplanation, failed to commence work on the restoration of Seventh Place Park within ten years from the date of this Agreement the obligation of OFC to the City under this Agreement shall end. 4. City's Obliaation to OFC Upon the receipt of $1_00 and execution of this Agreement, the City shall execute and deliver such instruments as are necessary to transfer all right, title and interest in the Carousel to OFC, subject to the security interest set forth in Paragraph 2.G. The City shall inform First Bank upon execution of this Agreement that the City is no longer responsible for the supervision of the accounts held by OFC at that institution. 5. General A. Until such time as all of the financial obligations pwed -4- 9 � - �,3sy by OFC to the City and to the HRA have been met, the Mayor of the City shall continue to have the right to appoint one person to serve as a member of the Board of Directors of OFC. The Mayor;s appointee shall also serve as a member of the Executive Committee of OFC. B. Until such time as all of the financial obligations owed by OFC to the City and to the HRA have been met, OFC shall continue to submit regular financial reports to the City of Saint Paul showing all bank accounts at any financial institution, the monthly statements of such accounts, accountings of any fund-raising activities, and other such financial information relating to the restoration, maintenance, storage or operation of the carousel. C. This Agreement shall terminate at such time as OFC's financial obligations to the City have been fully met. D. This document contains the entire Agreement between the parties and supersedes any prior negotiations, writings and Agreements between the parties with respect to the Carousel. CITY OF SAINT PAUL � Its Mayor By Director of Financial Services HOUSING & REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL By Its Executive Director Approved as to form: Assistant City Attorney By Director of Parks & Recreation OUR FAIR CAROUSEL, INCORPORATED By Its President -5- � I7 - /3S�/ July 18, 1997 � Mr. Peter Boehm OtiR FAII2 CAROUSEL P.O. Bo:� 17276 St. Paul, MN 55117 ALLTECH ENGINEERING CORP. 2515 PILOT KNOB ROAD MENDOTA HEIGHTS, MN 55720 (612) 452-7893 FAX (612) 452-5592 RE: Remove CentPr Column and Gears for iYlerry Go-Round Dear Mr. Boehm: Alltech Engineering Corp. will furnish all labor, material, and contractors equipment necessary to remove �ears, main pole, and move to sround level and load onto truck (supplied by others) for a lump sum price of $1,960.00. v In preparin� our proposal, we have assumed the following: C�T % 1. Work to be performed durin� rewlaz working hours (no overtime is included) ��.5�� 2. All permanent material is supplied by others unless noted in this proposal 3. All additionai work requested fo be done and not included in this proposai will be considered an extra 4. Payment terms are net 10 days Tnanic you for the opportunity of quoting on inis project. If you have any questions, piease rive me a cai1. Sincerely, ALLTECH ENGINE � G CORP. i��L� .� - Mike Peterson Project Manager MP:tk !� �C � • � An Equal Opportunity Employer" � ' - 97- �3sv � " � � Helping people move ahead...worldwide!' OCtober 2$, 1497 Mr. Peter Bohn St. ^raul Carousel St. Paul, MN Denr Petar„ In referer.ce t� the movemer.`. of the remaining Carousel in Novembe.r.. The cost of this move wilt be $1298.00. If you need additional infcrmation, please contact me at 586-8D00. i re1S� � ran Stic le �ACCOUnt Executive 1 ' CnebellMinneSOia MwP[s,1nc. ?9501,Cxir.p,t6n AVCm�e ��+gnn, MN »7'_t-lA7_11 512; 0.91.$OIHI � ' .'��' FIRST BANK ' P.o. Box 64799 Saint Paui, Minnesota SS164 00200 3 227928A1 LId��LI�,uIIIIn�In1u�I�L��II��LLL�I�L�L�L611��1 OUR FAIR CAROUSEL OPERATING ACCOUNT C/0 PETER BOEHM 7442 IOWA AVE W SAINT PAUL MN 55708-2124 i� of Items For balance/check info call (612) 2?4-4646 ('I�vin Cities) or 800-84616�6 or your banker FIR,ST BUSINESS CHECKING Aecount Summarv Previous Balance Customer Deposits Other Deposits Other 4Vithdrawals and Fees Checks Paid Checks Paid Number Date 2996* Sep. 22 2997 Sep. 10 ` Gap in chech sequence 0 0 0 3 New Balance on Sep. 30 Amount Number Date 50_00 2998 Sep. L 319.60 Total Checks Paid ( 3) _ � 7 - /,33" �/ — — — Account Numlxer: — 1 801 2120 5835 — Statement Period: _ Sep. 2, 1997 — T}u�ough — Sep. 30, 1997 - Pag= 1 of 1 Endin� Balances Date Amourzt Date Sep. 2 3,324.10 Sep. 12 Sep. 1Q 3,004.50 Sep. 22 BaZances onZy appe¢r for days refZectirzg ehange s . Amourzt Date 2,942.50 2,9'12.5Q ��Xtf�6/% z� � + T $ Amount 3°_.00 �- Amount 3,324_10 0.00 �.�� 0.00 401.60 2,922.50 401.60 Amount . __ _ � , ��FIRST BANK P.O. BOx 64799 Saint Paui, Minnesota 55�64 00200 0 �84226K7 � 97 - i,3sy Account Number: 1 801 2114 3002 Statement Period: Sep. 2, 1997 Through Sep. 30, 1997 Page 1 of 1 I,I�I��I�I��Ilil��l��l��l�i��ll��l�l�l��l�l��l��l�l�ll��l OUR fAIR CAROUSEL OPERATING RESERVE ACCOUNT C/0 PE7ER BOEHM 1442 IOWA AVE W SAINT PAUL MN 55108-2724 For balance/check info call {612) 2?3-?646 (T�vin Cities) or 800-846-4646 or your banker FIRST BUSINESS CHECKING WITH INTEREST Account Summarv Prcvious Balance Custo�ncr Deposits Othcr Deposits Other Withdr.i�vals and Fees Checks Paid Number of Items 0 1 1 0 I�'ew Balance on Sep. 30 Other Denosits Date Description Sep. 30 IN'I'ERES'i' Pr\ID "1'I{(S PERIOD Total Other Deposits Othe:• Withdrawals and Fees Date Description Sep. 18 5ERVICE C}{ARCE Total Other Withdrawals and Fees Endinc+ Balances Date Amount Date Sep. 2 27,516.07 Sep. 18 Bala�zces only appear for days reflecfing change Amount Date 27,500.57 Sep. 30 CXffl � 1 % � $ + + � Amount 27,516.07 0.00 23.51 15.50 0.00 2r,524.08 Amourzt + 23.51 $ 23.51 � � Amount 15.50 1a.50 Amount 27,524_OS council File # °7 - /35y Green Sheet # (�O/�� RESOLUTION CITY OF SAWT PAUL, MINNESOTA Presented By Referred to Committee: Date � 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 WHEREAS, an Amendatory Agreement dated December 22, 1995, by and between the City of Saint Paul and Our Fair Cazousel Inc. was entered into, and; WHEREAS, that Amendatory Ageement contained a provision that if a mazketing program for Cafesjian's Cazousel outlined in the Amendatory Agreement was not successful, Cafesjian's Cazousel would cease operafion in Town Square Pazk on July 31, 1996, and; WHEREAS, the marketing project was not successful and Cafesjian's Cazousel ceased operarion in Town Square Pazk on July 31, 1997, and; WHEREAS, the Amendatory Agreement allowed the City of Saint Paul twelve moriths from the date of ceasing operation (July 31, 1997) to find a new location and provide a building to house Cafesjian's Carousel, and; WHEREAS, the City was not able to meet this obligation, and; WHEREAS, the Amendatory Agreement allows Our Fair Cazousel Inc. to purchase Cafesjian's Carousel from the City of Saint Paul for $1.00 if a new locaUOn and housing was not provided, and; WHEREAS, Our Fair Cazousel Inc. wishes to invoke their right to purchase the Cazousel. NOW THEREFORE BE IT RESOLVED, the proper Ciry officials are hereby directed to enter into the attached agreement with Our Fair Cazousel and fiuther such agreement shall insure that the C3ty of Saint Paul and the Saint Paul Housing and Redevelopment Authority aze guazanteed any monies that aze due them. rr=====_____,�___� =, �I �� Yeas �� Nays �� Absent I� �� Blakey �� Bostrom_�� Collins �� I Harris_II �� {� II Megard II � II Moiton �� Thune ��— �� I� I �====_______'-`===I== I I=== � II ==== � =j Adopted by Council: Date �\ \9 �9 ��'{ .� ` Adoption Certified by Council Secretary B �__��-�Q/�o—�-� Approved by Mayor : Date : t�(14 �5 �}- By: � Requested by Department of: - - • - " �/� l �S � Form Approved by City Attorney By: `-�� ,t� �� — Approved by Mayor for 5ubmission to Counc' By: ��%y�� y-�_ �a�u . , - .._ . DEPARTMENTlOFFICE/COUNCII DATEINRIATED GREEN SHEET NO. 60133 Parks and Recreation November 6, 7997 i CONTAGT PERSON AND PHONE INfT1AL/DATE INRIAL/DAiE Vic Wittgenstein � 1 DEPARTMINTDIRECTOR 4 c`rvcouNCa ASSIGN NUMBER FO 2 CITY ATTORNEY 5 cm c�nK ROUTING MUST BE ON COUNCIL AGENDA BY ONDER _FINANCIALSERVICESDIR. _ (DATE) 3 MAVOR�ORASSISTANi7 _ November 72, 1997 TOTAL # OF SIGNATURE PAGES 1(CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED: Signatures of Superintendent of Parks and Recreation, Housing and Redevelopment Director, City Attorney, Mayor and passage by the Saint Paul City Council of the attached Council Resolution which allows the City of sell Cafesjian's Carousel to Our Fair Carousel Inc. RECOMMENDATIONS: Approve (A) or Rejec[ (RI PERSONAL SEPVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: _PLANNINfi COMMISSION _qVIL SERVICE COMMISSION �, Has Nis pereon/fi�m ever worked untler a conttact tor this tlepartment? CIBCOMMITTEE _ VES NO A srnFF _ Parks and Rec Div Z. Has Nis personRirm ever been a nry ¢mployee? DISTRICT COUNCIL YES NO — — 3. Does [his person/firm possess a skill not �o�mally possessetl by any curren[ city employee? SUPPORTS WHIGH COUNCIL OBJECTIVE? YES NO Explain all yes answers on separate sheet and attach to 9�ee� sheet. INITIATING PROBLEM, ISSUE, OPPORTUNIiV (Who, Wha[, When, Where, Why): Under the terms ot the Carousei Amendatory Agreement, Our Fair Carousel Inc. has the right to purchase Cafesjian's Carousel from the City for $1.00. The attached resolution directs staff to enter into an agreement with Our Fair Carousel for this purchase and to insure that Our Fair Carousel's obligations to the City are met. ADVANTAGES IF APPROVE�: Our Fair Carousei will have title to the Cafesjian's Carousel as called for by the various Carousel agreements, and will be abie to locate a site for the Carousel and get it up and running again. ��, .r•`��"t�� , „ DISADVANTAGES IF APPROVED: City will lose control of the asset. �ov �o �9� �. ° t- r��+ ,t4,�„ `�. , , � �� DISADVANTAGES IF NOT APPROVED: Probably a law suit against the City, which we would most likely lose. This would probably cause Our Fair Carousel not to consider locating the Carousel in Saint Paui. TOTAL AMOUM OF TRANSACTION � �.00 COST/REVENUE BUDGEfED (CIPC�E ONE� YES NO FUNDING SOURCE Soeciai Services Administration ACTNITV NUMBER 23� � � fINANCIAL INFORMATION: fEXPLAIN� Our Fair Carousel will pay the City S 1.00 for the Carousel. They will also make payments toward the up to 5250,000 they owe for Town Square Park restoration. And, Our Fair Carousel or the Guaranteer wilf pay the H.R.A. 5314,000 from the Carousel loan by March t, 2000 as stiputated in the previous agreements. 9��i33y AGREEMENT This Agreement dated the day of , 1997 is made and entered into by and among the City of Saint Paul, a home rule charter city and a municipal corporation of the State of Minnesota ("CITY"), the Housing and Redevelopment Authority of the City of Saint Paul, a public body corporate and politic ("HRA"), and Our Fair Carousel Incorporated, a Minnesota non-profit corporation ( "OFC" ) . WITNESSETH: WHEREAS, all parties to this Agreement have previously entered into Agreements for the financing, restoration, installation, and operation of a Carousel, specifically a Carousel Funding Agreement, dated March 1, 1990, a Carousel Installation, Permit and Operations Agreement dated March 1, 1990, an Amendatory Agreement dated December 22, 1995, an Amendment to the Carousel Installation, Permit and Operations Agreement dated ,1997 and an Amendment to the Carousel Funding Agreement dated ,1997; and WHEREAS, the Carousel was installed and operated in the Loft of Town Square Park, also referred to as Seventh Place Park, pursuant to the initial agreements, continued operation at that location under the Amendatory Agreement and has now ceased operations at that location; and WHEREAS, the City has not provided a new location for the Carousel within the time limit set forth in Paragraph 17 of the Amendatory Agreement and the parties have not agreed upon a satisfactory new location; and WHEREAS, OFC wishes to exercise its right to purchase the Carousel, pursuant to paragraph 18 of the Amendatory Agreement and Article 6 of the Carousel Funding Agreement; and WHEREAS, all parties wish to set forth the financial obligations of OFC to the City and the method by which payment of those obligations wi11 be guaranteed prior to the transfer of the City�s interest in the Carousel; NOW, THEREFORE, the City, the HRA, and OFC mutually agree and acknowledge as follows: . 1. OFC's obliQation to the HRA A. Pursuant to the Carousel Funding Agreement, the FiRA provided the sum of Three Hundred and Fifty Thousand Dollars ($350,000.00) for acquisition, restoration and installation of the Carousel, which sum was to be payable to the HRA on or before,the -1- g� - i.�sv lst day of March, 2000. Said money was and is guaranteed by Gerard L. Cafesjian as set forth in the document dated March 8, 1990 and titled Personal Guaranty. B. The sum of Thirty-Six Thousand Dollars ($36,000.00) shall be credited against OFC's obligation based upon the expenditure of Thirty Thousand Dollars for a marketing plan, which money was provided by Gerard Cafesjian, and which money, if held in an interest bearing account would have accrued interest in the amount of Six Thousand Dollars. The credit specified in this subsection B. shall only take place in the event that the HRA receives adequate documentation of the expenditure of said sum of money, and in the event that an Amended Personal Guaranty is signed by Gerard L. Cafesjian. C. On or before March 1, 2000, the HRA shall be entitled to collect the sum of Three Fiundred Fourteen Thousand Dollars ($314,000) from the FiRA Subaccount, as provided in the Carousel Funding Agreement, Section 4.08(g). In the event the amount in the HRA Subaccount is less than $314,000, the HRA shall collect the deficiency from the Guarantor on the first day of March, 2000, and for that purpose enforce the Guaranty. Receipt of Three Hundred and Fourteen Thousand Dollars on March 1, 2000 or the future value of said sum if collected prior to March 1, 2000, shall satisfy the entire obligation of OFC to the HRA under this or any prior agreements relating to the Carousel. OFC's obligation to the Citv A. OFC shall.tender the amount of $1.00 to the City of Saint Paul upon execution of this Agreement. B. OFC shall have the Carousel removed from Seventh Place Park within sixty (60) days of execution of this Agreement. OFC has secured estimates for the removal of the Carousel in the amount of Four Thousand Dollars ($4,000.00), and has approximately Thirty Thousand Dollars ($30,000.00) currently on deposit as of September 30, 1997 in its Operating Account and its Operating Reserve Account. OFC shall provide copies of the estiinates for the removal of the Carousel (Exh. A) and the most recent bank statements for its Operating Account and Operating Reserve Account at the time of the execution of this Agreement. (Ex. B). Removal of the Carousel from Seventh Place Park shall be performed by licensed and bonded contractors, according to a plan to be worked out in consultation with Seventh Place Park personnel and Town Square engineering personnel. OFC shall be responsible for insuring that contractors provide any required permits and certificates of insurance requested by the City. C. OFC shall reimburse the City for its actual costs for the -2- g�- �,��y restoration of Seventh Place Park, up to a maximum of Two Hundred and Fifty Thousand Dollars ($250,000.00). OFC agrees that there are no other limitations on its obligation to reimburse the City for the costs of the restoration other than the maximum dollar amount stated in this paragraph. D. OFC will establish a Seventh Place Park Restoration Account. Commencing with the calendar quarter ending September 30, 1998, and in each calendar quarter therea£ter until the total amount deposited to the Seventh Place Park Restoration Account reaches the sum of $250,000, OFC will deposit to the account ten percent (l0a) of its gross revenue from that calendar quarter from any source. Deposits to the account shall be made within fifteen (15) days o£ the end of each calendar quarter. In the event that: 1) the restoration of Seventh Place Park is completed; or 2) the costs of the restoration have exceeded $250,000.00; before the Seventh Place Park Restoration Account has been fully funded, the City shall notify OFC of either event, and OFC shall have sixty (60) days to deposit the difference between $250,000 and the amount already deposited to the account, or, if the restoration is completed and the costs of the restoration are less than $250,000, the difference.between,the total costs of the restoration and the amount already deposited to the account. E. No money shall be withdrawn from the Seventh Place Park Restoration Account by OFC except for the purpose of reimbursing the City subject to Paragraph 2.F., below or to otherwise reimburse the City for the costs of the restoration of Seventh Place Park, except as follows: 1) if the costs of the restoration are less than $250,000, any money remaining in the account after all reimbursements to the City have been made shall belong solely to OFC; and 2) if this Agreement is terminated pursuant to Paragraph 3.B. then any money in the Seventh Place Park Restoration Account shall belong solely to OFC. F. OFC agrees to release funds from the Seventh Place Park Restoration Account to the City, to the extent that funds are available in the Seventh Place Restoration Account, within fifteen (15) days of the receipt by OFC of invoices paid by the City for work done to restore Seventh Place Park. G. OFC agrees to pledge as security for the $250,000 it owes to the City for the restoration of Seventh Place Park four (4) outside-row Carousel figu'res, each valued at Forty Thousand Doliars ($40,000.00), and one (1) Carousel figure valued at One Hundred Thousand Dollars ($100,000.00), as pictured in Exhibit C to this Agreement, and described as follows: (1) Carmel Charger; (2) Pinto Pony; (3) Knight's Horse with shield and roached mane; (4) King Arthur; and (5) Alligator Horse. During the term of this Agreement OFC agrees that it will not use or pledge these five Carousel figures as security for any other loan, nor will it sell, -3- �J 7 - /3S'� barter, give away, or transfer title to the Carousel or any of its component parts unless it has fully funded the Seventh Place Park Restoration Account or can simultaneously fund the account. On the sixty-first day following notice to OFC by the City that the Seventh P1ace Park restoration is complete or that costs have exceeded $250,000, if the Seventh Place Park Restoration Account is not fully funded, OFC will deliver to the City the Carousel figures selected from the group which are equivalent in value to the amount needed to fully fund the account. H. During the term of this Agreement, OFC will maintain a property insurance policy on the Carousel covering fire, property damage, theft and all other loss, in the amount of One Million One Hundred Thousand Dollars ($1,100,000.00), which policy will name the City as.an additional insured, and will require thirty days notice to the city prior to any cancellation of said policy. A copy of the policy shall be provided to the Division of Parks and Recreation. In the event of any event which results in payment of the policy, other than payment strictly for damage to the machinery, the full amount of the payment will be deposited in the Seventh Place Park Restoration Account, up to a maximum of $250,000. 3. City's Obliaation to Restore Town Sauare Park/Seventh Place A. The City shall restore Seventh Place Park to such condition as the City determines to be desirable and necessary, and shall seek reimbursement from OFC for the actual costs of said restoration up to and including the amount of $250,000. B. If the City has, without reasonable eaplanation, failed to commence work on the restoration of Seventh Place Park within ten years from the date of this Agreement the obligation of OFC to the City under this Agreement shall end. 4. City's Obliaation to OFC Upon the receipt of $1_00 and execution of this Agreement, the City shall execute and deliver such instruments as are necessary to transfer all right, title and interest in the Carousel to OFC, subject to the security interest set forth in Paragraph 2.G. The City shall inform First Bank upon execution of this Agreement that the City is no longer responsible for the supervision of the accounts held by OFC at that institution. 5. General A. Until such time as all of the financial obligations pwed -4- 9 � - �,3sy by OFC to the City and to the HRA have been met, the Mayor of the City shall continue to have the right to appoint one person to serve as a member of the Board of Directors of OFC. The Mayor;s appointee shall also serve as a member of the Executive Committee of OFC. B. Until such time as all of the financial obligations owed by OFC to the City and to the HRA have been met, OFC shall continue to submit regular financial reports to the City of Saint Paul showing all bank accounts at any financial institution, the monthly statements of such accounts, accountings of any fund-raising activities, and other such financial information relating to the restoration, maintenance, storage or operation of the carousel. C. This Agreement shall terminate at such time as OFC's financial obligations to the City have been fully met. D. This document contains the entire Agreement between the parties and supersedes any prior negotiations, writings and Agreements between the parties with respect to the Carousel. CITY OF SAINT PAUL � Its Mayor By Director of Financial Services HOUSING & REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL By Its Executive Director Approved as to form: Assistant City Attorney By Director of Parks & Recreation OUR FAIR CAROUSEL, INCORPORATED By Its President -5- � I7 - /3S�/ July 18, 1997 � Mr. Peter Boehm OtiR FAII2 CAROUSEL P.O. Bo:� 17276 St. Paul, MN 55117 ALLTECH ENGINEERING CORP. 2515 PILOT KNOB ROAD MENDOTA HEIGHTS, MN 55720 (612) 452-7893 FAX (612) 452-5592 RE: Remove CentPr Column and Gears for iYlerry Go-Round Dear Mr. Boehm: Alltech Engineering Corp. will furnish all labor, material, and contractors equipment necessary to remove �ears, main pole, and move to sround level and load onto truck (supplied by others) for a lump sum price of $1,960.00. v In preparin� our proposal, we have assumed the following: C�T % 1. Work to be performed durin� rewlaz working hours (no overtime is included) ��.5�� 2. All permanent material is supplied by others unless noted in this proposal 3. All additionai work requested fo be done and not included in this proposai will be considered an extra 4. Payment terms are net 10 days Tnanic you for the opportunity of quoting on inis project. If you have any questions, piease rive me a cai1. Sincerely, ALLTECH ENGINE � G CORP. i��L� .� - Mike Peterson Project Manager MP:tk !� �C � • � An Equal Opportunity Employer" � ' - 97- �3sv � " � � Helping people move ahead...worldwide!' OCtober 2$, 1497 Mr. Peter Bohn St. ^raul Carousel St. Paul, MN Denr Petar„ In referer.ce t� the movemer.`. of the remaining Carousel in Novembe.r.. The cost of this move wilt be $1298.00. If you need additional infcrmation, please contact me at 586-8D00. i re1S� � ran Stic le �ACCOUnt Executive 1 ' CnebellMinneSOia MwP[s,1nc. ?9501,Cxir.p,t6n AVCm�e ��+gnn, MN »7'_t-lA7_11 512; 0.91.$OIHI � ' .'��' FIRST BANK ' P.o. Box 64799 Saint Paui, Minnesota SS164 00200 3 227928A1 LId��LI�,uIIIIn�In1u�I�L��II��LLL�I�L�L�L611��1 OUR FAIR CAROUSEL OPERATING ACCOUNT C/0 PETER BOEHM 7442 IOWA AVE W SAINT PAUL MN 55708-2124 i� of Items For balance/check info call (612) 2?4-4646 ('I�vin Cities) or 800-84616�6 or your banker FIR,ST BUSINESS CHECKING Aecount Summarv Previous Balance Customer Deposits Other Deposits Other 4Vithdrawals and Fees Checks Paid Checks Paid Number Date 2996* Sep. 22 2997 Sep. 10 ` Gap in chech sequence 0 0 0 3 New Balance on Sep. 30 Amount Number Date 50_00 2998 Sep. L 319.60 Total Checks Paid ( 3) _ � 7 - /,33" �/ — — — Account Numlxer: — 1 801 2120 5835 — Statement Period: _ Sep. 2, 1997 — T}u�ough — Sep. 30, 1997 - Pag= 1 of 1 Endin� Balances Date Amourzt Date Sep. 2 3,324.10 Sep. 12 Sep. 1Q 3,004.50 Sep. 22 BaZances onZy appe¢r for days refZectirzg ehange s . Amourzt Date 2,942.50 2,9'12.5Q ��Xtf�6/% z� � + T $ Amount 3°_.00 �- Amount 3,324_10 0.00 �.�� 0.00 401.60 2,922.50 401.60 Amount . __ _ � , ��FIRST BANK P.O. BOx 64799 Saint Paui, Minnesota 55�64 00200 0 �84226K7 � 97 - i,3sy Account Number: 1 801 2114 3002 Statement Period: Sep. 2, 1997 Through Sep. 30, 1997 Page 1 of 1 I,I�I��I�I��Ilil��l��l��l�i��ll��l�l�l��l�l��l��l�l�ll��l OUR fAIR CAROUSEL OPERATING RESERVE ACCOUNT C/0 PE7ER BOEHM 1442 IOWA AVE W SAINT PAUL MN 55108-2724 For balance/check info call {612) 2?3-?646 (T�vin Cities) or 800-846-4646 or your banker FIRST BUSINESS CHECKING WITH INTEREST Account Summarv Prcvious Balance Custo�ncr Deposits Othcr Deposits Other Withdr.i�vals and Fees Checks Paid Number of Items 0 1 1 0 I�'ew Balance on Sep. 30 Other Denosits Date Description Sep. 30 IN'I'ERES'i' Pr\ID "1'I{(S PERIOD Total Other Deposits Othe:• Withdrawals and Fees Date Description Sep. 18 5ERVICE C}{ARCE Total Other Withdrawals and Fees Endinc+ Balances Date Amount Date Sep. 2 27,516.07 Sep. 18 Bala�zces only appear for days reflecfing change Amount Date 27,500.57 Sep. 30 CXffl � 1 % � $ + + � Amount 27,516.07 0.00 23.51 15.50 0.00 2r,524.08 Amourzt + 23.51 $ 23.51 � � Amount 15.50 1a.50 Amount 27,524_OS council File # °7 - /35y Green Sheet # (�O/�� RESOLUTION CITY OF SAWT PAUL, MINNESOTA Presented By Referred to Committee: Date � 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 WHEREAS, an Amendatory Agreement dated December 22, 1995, by and between the City of Saint Paul and Our Fair Cazousel Inc. was entered into, and; WHEREAS, that Amendatory Ageement contained a provision that if a mazketing program for Cafesjian's Cazousel outlined in the Amendatory Agreement was not successful, Cafesjian's Cazousel would cease operafion in Town Square Pazk on July 31, 1996, and; WHEREAS, the marketing project was not successful and Cafesjian's Cazousel ceased operarion in Town Square Pazk on July 31, 1997, and; WHEREAS, the Amendatory Agreement allowed the City of Saint Paul twelve moriths from the date of ceasing operation (July 31, 1997) to find a new location and provide a building to house Cafesjian's Carousel, and; WHEREAS, the City was not able to meet this obligation, and; WHEREAS, the Amendatory Agreement allows Our Fair Cazousel Inc. to purchase Cafesjian's Carousel from the City of Saint Paul for $1.00 if a new locaUOn and housing was not provided, and; WHEREAS, Our Fair Cazousel Inc. wishes to invoke their right to purchase the Cazousel. NOW THEREFORE BE IT RESOLVED, the proper Ciry officials are hereby directed to enter into the attached agreement with Our Fair Cazousel and fiuther such agreement shall insure that the C3ty of Saint Paul and the Saint Paul Housing and Redevelopment Authority aze guazanteed any monies that aze due them. rr=====_____,�___� =, �I �� Yeas �� Nays �� Absent I� �� Blakey �� Bostrom_�� Collins �� I Harris_II �� {� II Megard II � II Moiton �� Thune ��— �� I� I �====_______'-`===I== I I=== � II ==== � =j Adopted by Council: Date �\ \9 �9 ��'{ .� ` Adoption Certified by Council Secretary B �__��-�Q/�o—�-� Approved by Mayor : Date : t�(14 �5 �}- By: � Requested by Department of: - - • - " �/� l �S � Form Approved by City Attorney By: `-�� ,t� �� — Approved by Mayor for 5ubmission to Counc' By: ��%y�� y-�_ �a�u . , - .._ . DEPARTMENTlOFFICE/COUNCII DATEINRIATED GREEN SHEET NO. 60133 Parks and Recreation November 6, 7997 i CONTAGT PERSON AND PHONE INfT1AL/DATE INRIAL/DAiE Vic Wittgenstein � 1 DEPARTMINTDIRECTOR 4 c`rvcouNCa ASSIGN NUMBER FO 2 CITY ATTORNEY 5 cm c�nK ROUTING MUST BE ON COUNCIL AGENDA BY ONDER _FINANCIALSERVICESDIR. _ (DATE) 3 MAVOR�ORASSISTANi7 _ November 72, 1997 TOTAL # OF SIGNATURE PAGES 1(CLIP ALL LOCATIONS FOR SIGNATURE) ACTION REQUESTED: Signatures of Superintendent of Parks and Recreation, Housing and Redevelopment Director, City Attorney, Mayor and passage by the Saint Paul City Council of the attached Council Resolution which allows the City of sell Cafesjian's Carousel to Our Fair Carousel Inc. RECOMMENDATIONS: Approve (A) or Rejec[ (RI PERSONAL SEPVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS: _PLANNINfi COMMISSION _qVIL SERVICE COMMISSION �, Has Nis pereon/fi�m ever worked untler a conttact tor this tlepartment? CIBCOMMITTEE _ VES NO A srnFF _ Parks and Rec Div Z. Has Nis personRirm ever been a nry ¢mployee? DISTRICT COUNCIL YES NO — — 3. Does [his person/firm possess a skill not �o�mally possessetl by any curren[ city employee? SUPPORTS WHIGH COUNCIL OBJECTIVE? YES NO Explain all yes answers on separate sheet and attach to 9�ee� sheet. INITIATING PROBLEM, ISSUE, OPPORTUNIiV (Who, Wha[, When, Where, Why): Under the terms ot the Carousei Amendatory Agreement, Our Fair Carousel Inc. has the right to purchase Cafesjian's Carousel from the City for $1.00. The attached resolution directs staff to enter into an agreement with Our Fair Carousel for this purchase and to insure that Our Fair Carousel's obligations to the City are met. ADVANTAGES IF APPROVE�: Our Fair Carousei will have title to the Cafesjian's Carousel as called for by the various Carousel agreements, and will be abie to locate a site for the Carousel and get it up and running again. ��, .r•`��"t�� , „ DISADVANTAGES IF APPROVED: City will lose control of the asset. �ov �o �9� �. ° t- r��+ ,t4,�„ `�. , , � �� DISADVANTAGES IF NOT APPROVED: Probably a law suit against the City, which we would most likely lose. This would probably cause Our Fair Carousel not to consider locating the Carousel in Saint Paui. TOTAL AMOUM OF TRANSACTION � �.00 COST/REVENUE BUDGEfED (CIPC�E ONE� YES NO FUNDING SOURCE Soeciai Services Administration ACTNITV NUMBER 23� � � fINANCIAL INFORMATION: fEXPLAIN� Our Fair Carousel will pay the City S 1.00 for the Carousel. They will also make payments toward the up to 5250,000 they owe for Town Square Park restoration. And, Our Fair Carousel or the Guaranteer wilf pay the H.R.A. 5314,000 from the Carousel loan by March t, 2000 as stiputated in the previous agreements. 9��i33y AGREEMENT This Agreement dated the day of , 1997 is made and entered into by and among the City of Saint Paul, a home rule charter city and a municipal corporation of the State of Minnesota ("CITY"), the Housing and Redevelopment Authority of the City of Saint Paul, a public body corporate and politic ("HRA"), and Our Fair Carousel Incorporated, a Minnesota non-profit corporation ( "OFC" ) . WITNESSETH: WHEREAS, all parties to this Agreement have previously entered into Agreements for the financing, restoration, installation, and operation of a Carousel, specifically a Carousel Funding Agreement, dated March 1, 1990, a Carousel Installation, Permit and Operations Agreement dated March 1, 1990, an Amendatory Agreement dated December 22, 1995, an Amendment to the Carousel Installation, Permit and Operations Agreement dated ,1997 and an Amendment to the Carousel Funding Agreement dated ,1997; and WHEREAS, the Carousel was installed and operated in the Loft of Town Square Park, also referred to as Seventh Place Park, pursuant to the initial agreements, continued operation at that location under the Amendatory Agreement and has now ceased operations at that location; and WHEREAS, the City has not provided a new location for the Carousel within the time limit set forth in Paragraph 17 of the Amendatory Agreement and the parties have not agreed upon a satisfactory new location; and WHEREAS, OFC wishes to exercise its right to purchase the Carousel, pursuant to paragraph 18 of the Amendatory Agreement and Article 6 of the Carousel Funding Agreement; and WHEREAS, all parties wish to set forth the financial obligations of OFC to the City and the method by which payment of those obligations wi11 be guaranteed prior to the transfer of the City�s interest in the Carousel; NOW, THEREFORE, the City, the HRA, and OFC mutually agree and acknowledge as follows: . 1. OFC's obliQation to the HRA A. Pursuant to the Carousel Funding Agreement, the FiRA provided the sum of Three Hundred and Fifty Thousand Dollars ($350,000.00) for acquisition, restoration and installation of the Carousel, which sum was to be payable to the HRA on or before,the -1- g� - i.�sv lst day of March, 2000. Said money was and is guaranteed by Gerard L. Cafesjian as set forth in the document dated March 8, 1990 and titled Personal Guaranty. B. The sum of Thirty-Six Thousand Dollars ($36,000.00) shall be credited against OFC's obligation based upon the expenditure of Thirty Thousand Dollars for a marketing plan, which money was provided by Gerard Cafesjian, and which money, if held in an interest bearing account would have accrued interest in the amount of Six Thousand Dollars. The credit specified in this subsection B. shall only take place in the event that the HRA receives adequate documentation of the expenditure of said sum of money, and in the event that an Amended Personal Guaranty is signed by Gerard L. Cafesjian. C. On or before March 1, 2000, the HRA shall be entitled to collect the sum of Three Fiundred Fourteen Thousand Dollars ($314,000) from the FiRA Subaccount, as provided in the Carousel Funding Agreement, Section 4.08(g). In the event the amount in the HRA Subaccount is less than $314,000, the HRA shall collect the deficiency from the Guarantor on the first day of March, 2000, and for that purpose enforce the Guaranty. Receipt of Three Hundred and Fourteen Thousand Dollars on March 1, 2000 or the future value of said sum if collected prior to March 1, 2000, shall satisfy the entire obligation of OFC to the HRA under this or any prior agreements relating to the Carousel. OFC's obligation to the Citv A. OFC shall.tender the amount of $1.00 to the City of Saint Paul upon execution of this Agreement. B. OFC shall have the Carousel removed from Seventh Place Park within sixty (60) days of execution of this Agreement. OFC has secured estimates for the removal of the Carousel in the amount of Four Thousand Dollars ($4,000.00), and has approximately Thirty Thousand Dollars ($30,000.00) currently on deposit as of September 30, 1997 in its Operating Account and its Operating Reserve Account. OFC shall provide copies of the estiinates for the removal of the Carousel (Exh. A) and the most recent bank statements for its Operating Account and Operating Reserve Account at the time of the execution of this Agreement. (Ex. B). Removal of the Carousel from Seventh Place Park shall be performed by licensed and bonded contractors, according to a plan to be worked out in consultation with Seventh Place Park personnel and Town Square engineering personnel. OFC shall be responsible for insuring that contractors provide any required permits and certificates of insurance requested by the City. C. OFC shall reimburse the City for its actual costs for the -2- g�- �,��y restoration of Seventh Place Park, up to a maximum of Two Hundred and Fifty Thousand Dollars ($250,000.00). OFC agrees that there are no other limitations on its obligation to reimburse the City for the costs of the restoration other than the maximum dollar amount stated in this paragraph. D. OFC will establish a Seventh Place Park Restoration Account. Commencing with the calendar quarter ending September 30, 1998, and in each calendar quarter therea£ter until the total amount deposited to the Seventh Place Park Restoration Account reaches the sum of $250,000, OFC will deposit to the account ten percent (l0a) of its gross revenue from that calendar quarter from any source. Deposits to the account shall be made within fifteen (15) days o£ the end of each calendar quarter. In the event that: 1) the restoration of Seventh Place Park is completed; or 2) the costs of the restoration have exceeded $250,000.00; before the Seventh Place Park Restoration Account has been fully funded, the City shall notify OFC of either event, and OFC shall have sixty (60) days to deposit the difference between $250,000 and the amount already deposited to the account, or, if the restoration is completed and the costs of the restoration are less than $250,000, the difference.between,the total costs of the restoration and the amount already deposited to the account. E. No money shall be withdrawn from the Seventh Place Park Restoration Account by OFC except for the purpose of reimbursing the City subject to Paragraph 2.F., below or to otherwise reimburse the City for the costs of the restoration of Seventh Place Park, except as follows: 1) if the costs of the restoration are less than $250,000, any money remaining in the account after all reimbursements to the City have been made shall belong solely to OFC; and 2) if this Agreement is terminated pursuant to Paragraph 3.B. then any money in the Seventh Place Park Restoration Account shall belong solely to OFC. F. OFC agrees to release funds from the Seventh Place Park Restoration Account to the City, to the extent that funds are available in the Seventh Place Restoration Account, within fifteen (15) days of the receipt by OFC of invoices paid by the City for work done to restore Seventh Place Park. G. OFC agrees to pledge as security for the $250,000 it owes to the City for the restoration of Seventh Place Park four (4) outside-row Carousel figu'res, each valued at Forty Thousand Doliars ($40,000.00), and one (1) Carousel figure valued at One Hundred Thousand Dollars ($100,000.00), as pictured in Exhibit C to this Agreement, and described as follows: (1) Carmel Charger; (2) Pinto Pony; (3) Knight's Horse with shield and roached mane; (4) King Arthur; and (5) Alligator Horse. During the term of this Agreement OFC agrees that it will not use or pledge these five Carousel figures as security for any other loan, nor will it sell, -3- �J 7 - /3S'� barter, give away, or transfer title to the Carousel or any of its component parts unless it has fully funded the Seventh Place Park Restoration Account or can simultaneously fund the account. On the sixty-first day following notice to OFC by the City that the Seventh P1ace Park restoration is complete or that costs have exceeded $250,000, if the Seventh Place Park Restoration Account is not fully funded, OFC will deliver to the City the Carousel figures selected from the group which are equivalent in value to the amount needed to fully fund the account. H. During the term of this Agreement, OFC will maintain a property insurance policy on the Carousel covering fire, property damage, theft and all other loss, in the amount of One Million One Hundred Thousand Dollars ($1,100,000.00), which policy will name the City as.an additional insured, and will require thirty days notice to the city prior to any cancellation of said policy. A copy of the policy shall be provided to the Division of Parks and Recreation. In the event of any event which results in payment of the policy, other than payment strictly for damage to the machinery, the full amount of the payment will be deposited in the Seventh Place Park Restoration Account, up to a maximum of $250,000. 3. City's Obliaation to Restore Town Sauare Park/Seventh Place A. The City shall restore Seventh Place Park to such condition as the City determines to be desirable and necessary, and shall seek reimbursement from OFC for the actual costs of said restoration up to and including the amount of $250,000. B. If the City has, without reasonable eaplanation, failed to commence work on the restoration of Seventh Place Park within ten years from the date of this Agreement the obligation of OFC to the City under this Agreement shall end. 4. City's Obliaation to OFC Upon the receipt of $1_00 and execution of this Agreement, the City shall execute and deliver such instruments as are necessary to transfer all right, title and interest in the Carousel to OFC, subject to the security interest set forth in Paragraph 2.G. The City shall inform First Bank upon execution of this Agreement that the City is no longer responsible for the supervision of the accounts held by OFC at that institution. 5. General A. Until such time as all of the financial obligations pwed -4- 9 � - �,3sy by OFC to the City and to the HRA have been met, the Mayor of the City shall continue to have the right to appoint one person to serve as a member of the Board of Directors of OFC. The Mayor;s appointee shall also serve as a member of the Executive Committee of OFC. B. Until such time as all of the financial obligations owed by OFC to the City and to the HRA have been met, OFC shall continue to submit regular financial reports to the City of Saint Paul showing all bank accounts at any financial institution, the monthly statements of such accounts, accountings of any fund-raising activities, and other such financial information relating to the restoration, maintenance, storage or operation of the carousel. C. This Agreement shall terminate at such time as OFC's financial obligations to the City have been fully met. D. This document contains the entire Agreement between the parties and supersedes any prior negotiations, writings and Agreements between the parties with respect to the Carousel. CITY OF SAINT PAUL � Its Mayor By Director of Financial Services HOUSING & REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL By Its Executive Director Approved as to form: Assistant City Attorney By Director of Parks & Recreation OUR FAIR CAROUSEL, INCORPORATED By Its President -5- � I7 - /3S�/ July 18, 1997 � Mr. Peter Boehm OtiR FAII2 CAROUSEL P.O. Bo:� 17276 St. Paul, MN 55117 ALLTECH ENGINEERING CORP. 2515 PILOT KNOB ROAD MENDOTA HEIGHTS, MN 55720 (612) 452-7893 FAX (612) 452-5592 RE: Remove CentPr Column and Gears for iYlerry Go-Round Dear Mr. Boehm: Alltech Engineering Corp. will furnish all labor, material, and contractors equipment necessary to remove �ears, main pole, and move to sround level and load onto truck (supplied by others) for a lump sum price of $1,960.00. v In preparin� our proposal, we have assumed the following: C�T % 1. Work to be performed durin� rewlaz working hours (no overtime is included) ��.5�� 2. All permanent material is supplied by others unless noted in this proposal 3. All additionai work requested fo be done and not included in this proposai will be considered an extra 4. Payment terms are net 10 days Tnanic you for the opportunity of quoting on inis project. If you have any questions, piease rive me a cai1. Sincerely, ALLTECH ENGINE � G CORP. i��L� .� - Mike Peterson Project Manager MP:tk !� �C � • � An Equal Opportunity Employer" � ' - 97- �3sv � " � � Helping people move ahead...worldwide!' OCtober 2$, 1497 Mr. Peter Bohn St. ^raul Carousel St. Paul, MN Denr Petar„ In referer.ce t� the movemer.`. of the remaining Carousel in Novembe.r.. The cost of this move wilt be $1298.00. If you need additional infcrmation, please contact me at 586-8D00. i re1S� � ran Stic le �ACCOUnt Executive 1 ' CnebellMinneSOia MwP[s,1nc. ?9501,Cxir.p,t6n AVCm�e ��+gnn, MN »7'_t-lA7_11 512; 0.91.$OIHI � ' .'��' FIRST BANK ' P.o. Box 64799 Saint Paui, Minnesota SS164 00200 3 227928A1 LId��LI�,uIIIIn�In1u�I�L��II��LLL�I�L�L�L611��1 OUR FAIR CAROUSEL OPERATING ACCOUNT C/0 PETER BOEHM 7442 IOWA AVE W SAINT PAUL MN 55708-2124 i� of Items For balance/check info call (612) 2?4-4646 ('I�vin Cities) or 800-84616�6 or your banker FIR,ST BUSINESS CHECKING Aecount Summarv Previous Balance Customer Deposits Other Deposits Other 4Vithdrawals and Fees Checks Paid Checks Paid Number Date 2996* Sep. 22 2997 Sep. 10 ` Gap in chech sequence 0 0 0 3 New Balance on Sep. 30 Amount Number Date 50_00 2998 Sep. L 319.60 Total Checks Paid ( 3) _ � 7 - /,33" �/ — — — Account Numlxer: — 1 801 2120 5835 — Statement Period: _ Sep. 2, 1997 — T}u�ough — Sep. 30, 1997 - Pag= 1 of 1 Endin� Balances Date Amourzt Date Sep. 2 3,324.10 Sep. 12 Sep. 1Q 3,004.50 Sep. 22 BaZances onZy appe¢r for days refZectirzg ehange s . Amourzt Date 2,942.50 2,9'12.5Q ��Xtf�6/% z� � + T $ Amount 3°_.00 �- Amount 3,324_10 0.00 �.�� 0.00 401.60 2,922.50 401.60 Amount . __ _ � , ��FIRST BANK P.O. BOx 64799 Saint Paui, Minnesota 55�64 00200 0 �84226K7 � 97 - i,3sy Account Number: 1 801 2114 3002 Statement Period: Sep. 2, 1997 Through Sep. 30, 1997 Page 1 of 1 I,I�I��I�I��Ilil��l��l��l�i��ll��l�l�l��l�l��l��l�l�ll��l OUR fAIR CAROUSEL OPERATING RESERVE ACCOUNT C/0 PE7ER BOEHM 1442 IOWA AVE W SAINT PAUL MN 55108-2724 For balance/check info call {612) 2?3-?646 (T�vin Cities) or 800-846-4646 or your banker FIRST BUSINESS CHECKING WITH INTEREST Account Summarv Prcvious Balance Custo�ncr Deposits Othcr Deposits Other Withdr.i�vals and Fees Checks Paid Number of Items 0 1 1 0 I�'ew Balance on Sep. 30 Other Denosits Date Description Sep. 30 IN'I'ERES'i' Pr\ID "1'I{(S PERIOD Total Other Deposits Othe:• Withdrawals and Fees Date Description Sep. 18 5ERVICE C}{ARCE Total Other Withdrawals and Fees Endinc+ Balances Date Amount Date Sep. 2 27,516.07 Sep. 18 Bala�zces only appear for days reflecfing change Amount Date 27,500.57 Sep. 30 CXffl � 1 % � $ + + � Amount 27,516.07 0.00 23.51 15.50 0.00 2r,524.08 Amourzt + 23.51 $ 23.51 � � Amount 15.50 1a.50 Amount 27,524_OS