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98-289Council File # ��- a �9 Green Sheet # ��6� ORIGlNAL Presented By Referred to RESOLUTION CfTY OF SAINT PAUL, MINNESOTA 1 WHEREAS, the Cafesjian's 2 Toboggan Company Carousel #33) 3 operate and be housed; and 4 5 6 � Committee: Date Carousel (A.K.A. Philadelphia is in need of a location to Zo WHEREAS, through a Request for Proposal process, Our Fair Carousel Inc. has accepted a proposal put forward by the City of Saint Paul to locate the Carousel in the City's Como Park; and WHEREAS, Cafesjian's Carousel will positively add to Como Park and be available for the public to ride and enjoy if it is located in Como Park; 10 THEREFORE BE IT RESOLVED, that the proper City officials are 11 here-by directed and authorized to enter into the attached 12 agreement which sets up the terms and conditions under which 13 Cafesjian's Carousel shall be located and operated in the City's 14 Como Park. Requested by: �\ Di sion P ks a Recr�ation \ �� Approval Recommended by Financial Services Director: Adopted by Council: Date � 5 l�q,� Adoption Certi£ied by Council Secretary BY � Approved � Sy: � /� /l 6 '1 �r0 DEPARTMENT/OFFICE/COUNCIL DATEINRIATED � O ^ v � GREEN SHEET NO. 63485 Parks and Recreation 04/07/98 CONTACT PEFiSON AND PHONE INITIAVDATE INITIAUDATE VIC Wittgehstein 266-6409 � 1 DEPARRAENTDIRECTOR 5 cmcouNCa ASSIGN NUMBER FOR 3 cm arro�wer _cm c�aK MUST BE ON COUNqL AGENDA BV (DAiE7 AOUi1NG — OP�EA BUDGEf DIRECTOR Z FIN, & MGT. SERVICES DIR. April 7 5, 1998 4 MAVOR (OF ASSISTANT) G Parks & Rec 300 CH TOTAL 6 OF SIGNAlURE PAGES fCLIP ALL LOCATONS FOR SIGNANHFJ ACTION fiEQUESTED: Signatures of Superintendent of Parks and Recreation, Director of Financial Services, City Attorney and Mayor, and passage by the City Council of the attached Council Resolution that directs City Ofifiicials to enter into an Agreement to place Cafesjian's Carousel in Como Park. -. RECOMMENDAT�NS: ApOrove (A) or Reject (R� PERSONAL SERVICE CONTRACTS MWST ANSWER THE FOLLOWING QUESTIONS: PLANNING COMMISSION _CNIL SERVICE COMMISSION �, Hss this person(firtn eve� wotked wMer a conttact fot this tlepartm¢ntT A CIB COMMITfEE _ VES NO SiAFF Z. Has this persoMfirtn ever be¢n a city employee? DISTRICTCOUNCIL VES ND — -- 3. Does chis person/fem possess a skiN not nonnal{y possessed by any wrrent city employee? SUPPORTS WHICH COUNC�L OBJECTIVE? YES NO 6cptain ali yes ansxren on aepereta sreet antl attath [o green sM1eet. INITIATING PflOBLEM, ISSVE, OPPORTUNITY (VJho, Wha[, When, Wher¢, Why�: The attached Resolution directs City Staff to enter into an Agreement with Our Fair Carousel Inc, and Gerard L. Cafesjian to place Cafesjian's Carousel in Como Park. This opportunity came about as a result of an R.F.P. put forward by OFC. The City's proposal was selected as the best one. ADVANTAGES IF APPROVED: Cafesjian's Carousel will be located in Como Park, allowing for its use and viewing by the public. The traffic in Como Park should insure the Carousel's financial fiuture. DISqDVANTAGESIFAPPPOVED: `jQ(;�':�i� 1aa. � None. A��$ Q � ��J� DISA�VANTAGES IF NOT APPROVED: Loss of an attraction in the City as the other possibilities are not in Saint Paul. TOTAL AMOUNT OF TRANSACTION S ZOO,OOO COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDINGSOURCE General Fund Balance ACTfVf(YNUMBER 001-00000-9830 FINANGALINFORMATWN: (EXPlA1N� City will contribute up to $200,000 to the Project, forgive OFC's requirement to pay for Town Square's restoration and pay off OFC's debt to the H.R.A. on a discounted basis...$277,272. q Y a�9 AGREEMENT This Agreement dated the day of April, 1998, is made and entered into by and among the City of Saint Paul, a homerule charter city and a municipal corporation of the State of Minnesota ("Ciry"), the Housing and Redevelopment Authoriry of the City of Saint Paul, a public body corporate and politic �"H.R.A. "), Our Fair Carousel Incorparated, a Minnesota non profit corporation ("OFC") and Gerard L. Cafesjian, (G.L. Cafesjian). Witnesseth: WHEREAS, all parties to this agreement have previously entered into agreements far the financing, restoration, installation and operation of a carousel, specifically a Carousel Funding Agreement dated Mazch 1, 1990; a Carousel Installation, Pernut and Operation Agreement dated March 1, 1990; a Personal Guaranty dated March 8, 1990; a Donor Agreement dated March 12, 1990; an Amendment to the Carousel Installation, Pernut and Operation Agreement dated November 13, 1997, and an Amendment to the Carousel Funding Agreement, dated November 13, 1997; and a Carousel Sale Agreement dated November 24, 1997, and a First Amendment to the Personal Guaranty dated December 15, 1997 and; WHEREAS, OFC, G.L. Cafes}ian and the City haue determined to relocate Philadelphia Toboggan Company Carousel #33 (a.k.a. Cafesjian's Carousel) in the City's Como Park; here in after called the Project; and WHEREAS, all parties to the agreements above wish to set forth the financial and other obligations by and to each other pertaining to locating Cafesjian's Carousel in the City's Como Park; NOW THEREFORE, the City, the H.R.A., OFC and G.L. Cafesjian mutually agree and aclrnowledge as follows: I. PURSUANT TO EXISTING AGREEMENTS A. Outstanding financial responsibilities of OFC to the H.R.A. in the amounts of $314,000 used to purchase the Carousel and $250,000 debt owed to the City for Town Square Park Restoration are here-by canceled. Further the cancellarion of the debt to the H.R.A. voids the Personal Guaranty dated March 8, 1990, and the Amendment dated December 15, 1997 of G.L. Cafesjian to the H.R.A. The H.R.A. will retum the original agreements to G.L. Cafesjian marked canceled, as of ffie date first written above. B. The Bill of Sale received by OFC from the Ciry is here-by aznended to remove all security interests the City has regarding Cafesjian's Carousel. q g -a�9 C. OFC's board of directors will amend its bylaws within sixty days of execution of tlus agreement to allow for the appointment of three members of the OFC board by the Mayor of the City. It is agreed that the three representarives appointed by the Mayor wIll be selected from the following: one will be a Saint Paul Division of Parks and Recreation employee, one will be a resident of the Como Park area of Saint Paul; and one will be an at lazge selection. D. OFC's board of d'uectors will amend its bylaws within siY months of the execution of this agreement to provide for the appoinhnent of an executor in the event OFC ceases to e�st as a Minnesota Corporation or materially changes its corporate purpose. E. In keeping with current OFC bylaws dated 7anuary 23, 1998, OFC will not sell Cafesjian's Carousel or its components during the term of this agreement and any subsequent terms. F. OFC may not pledge or encumber Cafesjian's Cazousel or its parts in excess of thirry percent (30%) of the assessed valuation of Cafesjian's Carousel without pernussion of the City and G.L. Cafesjian or his designee. Such permission shall not be unreasonably withheld. II. PROJECT A. The City will provide a site in Como Park per attached E�ibit A for OFC to build, and OFC will cause to be built on said site, a building to house Cafesjian's Carousel, described as: A circular, open air pavilion, to be known as The Cafesjian Pavilion, approarimately 80 feet in diameter to house the Carousel. The building must meet all applicable building codes. The building should be constructed to have the Carousel visible on approach from all sides when open, and secure from �re, theft, vandatism and elements when closed. A heated area of appro�nately 1000 square feet adjacent to the building will contain year- round office space, staff bathroom, utilities, storage, and a restoration studio. B. As part of OFC's responsibility for the Project, it shall be responsible for all site preparation, all utilities, finish work and landscaping in proxnnity and necessary for the new building, not provided by the City in Section II.F. C. In completing this Project OFC will contract with registered professional azchitects, and engineers and will retain a licensed construcuon company to do the work necessary to complete ihe Project. 2 qg-arr9 D. The City shall have the right to approve all architects, engineers and construction companies hired by OFC. E. Due to the City's financial contribution to this Project herein, OFC will comply with all ozdinances and regulations pertainiug to the use of City funds for construction projects. F. In order for the Ciry's $200,000 contribution to this Project to comply with II.E. the City will, through its contract processes, provide for $200,000 worth of site work, building construction, landscaping work andlor professional services for the Ptoject at its cost. G. The City shall have the right to review and approve all building plans, site plans and signage, including modif'zcations thereof pertaining to The Cafesjian Pavilion which approval shall not be unreasonably withheld. H. G.L. Cafesjian, in keeping with Yhe Donor Agreement between G.L. Cafesjian and OFC, shall have the right to review and approve all building plans, site plans and signage, including modifications thereof pertaining to The Cafesjian Pavilion, which approval shall not be unreasonably withheld. L� The proposed budget for the Project is $900,000. Funding for the Project is to be provided as follows: 1. Donation from G.L. Cafesjian 2. Donation from the City 3. Commercial loan acquired by OFC Total K. Funds shall be made available and spent as follows: $400,000 $200,000 $3QQ,000 $900,000 G.L. Cafesjian shall make his $400,000 contribution available to OFC under the following schedule: A. $100,000 upon preliminary approval of all initial building plans, site plans and signage by the City and G.L. Cafesjian as outlined in III.G. and III.H. B. $150,000 within tlurty days of III.K.1.A. C. $100,000 within sixty days of TII.K1.A. D. $ 50,000 within ninety days of III.K.1.A. a tr '�'9 2. The City will pay upon receipt of invoices for the various portions of the Project that aze deemed to be the City's responsibility to a total of $200,000 as per II.E. and II.7. above. 3. OFC shall make the funds it secures via a commercial loan available on an as needed basis to insure the continued progress and completion of the Project. L. If the cost of the Project is over $900,000, OFC cannot, involuntarily, be obligated to incur debt beyond the $30�,0�0 identified above. OFC, the Ciry and G.L. Cafesjian shall meet to deternune how to remedy any budgetary shortfalls as they become known. M. Upon completion of the Project, OFC shall provide all construction and project warranties, guarantees, operating and maintenance manuals and a complete set of record drawings and specifications to the City. OFC shall obtain Certificate of Occupancy and shall arrange for City's personnel's instructional walk through of the completed Cafesjian's Pavilion. N. Upon completion of the Project, the ownership of The Cafesjian Pavilion shall rest with the CiYy. O. Upon completion of the Project,The Cafesjian Pavilion shall be named for and dedicated to G.L. Cafesjian. P It is the goal of the parties to have Cafesjian Pavilion substanually complete by October 1, 1998 and to be ready to open to the public by April 15, 1999. No penalty shall be assessed any parry to this agreement if this time schedule is not realized. Q. The Ciry may ask, by giving reasonable notice to OFC, that consuuction on the Project be curtailed or stopped for a period of time in order to insure that events in the viciniry of the construction site are not negatively affected. III. OPERATIONS IN COMO PARK A. The Ciry will lease the completed Cafesjian Pavilion to OFC for an initial term of 30 years commencing October 1, 1998 and ending October 1, 2028. B. The terms of this agreement shall be automatically extended for periods of ten (10) years in perpetuity unless Cafesjian's Carousel is removed per section TV.C.2. 0 q�-a� C. OFC shall pay the City 15 % of its gross revenues from ridership, gift shop sales, novelty sales, rentals, photo shoots and any other revenue generating activiries. All revenue figures shall be net of State sales ta7c. Specifically exempted from this requirement are any donations, grants or loans received by OFC. Payments due the City shall be made by December lst for the previous OFC fiscal year (October lsi to September 30`�) and shall be adjusted as necessary after the annual audit is complete. IV. OBLIGATIONS OF PARTIES N. OFC Responsibilities 1. OFC will keep Cafesjian's Carousel in Como Park in perpetuity. OFC will keep it accessible to the public as an operable ride as long as that can be done safely and as a stationary art-history object if Cafesjian's Carousel becomes inoperable. OFC shall, by January 15th of each year of this agreement, submit to the City its proposed operating schedule far that year. The City shall have the right to approve the proposed schedule. Such approval shall not be unreasonably withheld. 3. OFC shall, by January 15th of each year of this agreement, submit its proposed ticket prices and rental rates to the City for the City's approval. S�ch approval shall not be unreasonably w3thheld. It is agreed that the ticket price for the first two years of this agreement (1999 and 2000) shall be $1.50 per ride. Except for mechanical failure of the Carousel, natural disaster, fire, vandalism, a material change to Como Park or persistent significant operating losses, OFC will operate according to a schedule agreed to between OFC and the City. Each year OFC shall provide five (5) free days to Ramsey County Residents to ride Cafesjian's Carousel. At least one of these days shall be in June, one in July and one in August each year. The five (5) free days shall be identified in the proposed operating schedule OFC submits to the Ciry each year, OFC shall provide the Ciry with an audited fmancial report of revenues and expenses related to Cafesjian's Cazousel operation each year. S�cb ��r-a�9 report shall be due to the City by January 15th of each year for OFC's previous fiscal year. Como Park is closed from 11:00 p.m. to 6:00 a.m. Therefore any rentals, photo shoots or other activities in The Cafesjian Pavilion during these times must be approved by the City at least one week prior to the scheduled event. Such approval shall not be unreasonably withheld. OFC shall pay all expenses of its operation including utilities. As part of the construcfion process, arrangements shall be made by OFC for separate metering of all utilities. 9. OFC's gift shop operation shall only carry and sell products that are directly related to Cafesjian's Carousel or carousels in general. The City shall have the right to require OFC to remove certain items from its sale inventory if said items conflict with items in other gift shops operated in Como Park. The Ciry shall not permit other Como Park gift shops to sell carousel related items without the agreement of OFC. 10. OFC shall run its Cafesjian's Carousel operation in a manner consistent with other Como Park activities and in a manner that reflects positively on OFC, G.L. Cafesjian, Como Park and the Ciry. 11. OFC shall be responsible for all custodial maintenance of the Carousel building and minor repairs of same. In addition, OFC shall be responsible for the disposition of any hazardous waste it generates. 12. OFC shall carry and keep in force Commercial General Liability Insurance, including blanket contractual liability coverage, personal injury liability coverage; and broad form property damage liability endorsement, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall name the City as an additional insured and be prunary with respect to OFCs insurance, be written on an occurrence form policy basis and an aggregate policy lnnit of five million dollars. Such policy shall contain a provision that the carrier shall notify the City at any Ume that insurance coverage lapses. Further, it is agreed that the $1,000,000 insurance amount shall be increased at any tnne. The State statute relating to municipality exposure lunits is increased. OFC wIll provide a copy of said policy to the City. 13. OFC shall carry and keep in force Commercial Pmperty Insurance on and for the full assessed value of Cafesjian's Carousel. OFC shall provide a copy of said policy to the Ciry. 0 ��-a�9 14. No employee of OFC shall be required or permitted to work longer than forty-eight (48) hours in any one week, but additional hours may be worked if over time is paid therefore at the hourly rate for such employment. 15. OFC shall make no claim against the City on account of any loss or damage by fue, water, gas, electric failures, etc., within The Cafesjian Pavilion. 16. OFC will not make any alterations to The Cafesjian Pavilion without the written consent of the City and G.L. Cafesjian, such consent not to be unreasonably withheld. If OFC desires to make any such alterations, an accurate description shall first be submitted to and approved by the Ciry and G.L. Cafesjian and such alterations shall be done by OFC at its own expense. All such work shall be performed under the Ciry's supervision and any nnprovements made to the building at OFC's expense shall become the properCy of the City. OFC agrees that all alterations will be done in a workmanlike manner and in conforniance with applicable building codes, that the structural integrity and building systems of The Cafesjian Pavilion will not be impaired, and that no liens will attach to The Cafesjian Pavilion by reason thereof without prior written consent of the City. Such consent shall not be unreasonably withheld. 17. OFC shall keep and observe all the laws and ardinances relating to said premises and the care and use thereof. 18. OFC for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant rumiing with this agreement: a. No person, on the grounds of race, sex, sexual or affectional orientauon, color, creed, religion, age, disability, familial status, marital status, status with respect to public assistance or national origin or ancestry shall be excluded from participating in, be denied the benefits of or be otherwise subjected to discrimination in the use of the Carousel. b. OFC shall use The Cafesjian Pavilion in compliance with all other xequirements imposed pursuant to the Saint Paul I.egislative Code Chapter 183, Minnesota Stat. Chapter 363 and all other 7 qg -a�9 State, L.ocal or Federal laws, rules, regulations relating to discrimination. 19. Upon termination of this L,ease, OFC shall vacate and surrender The Cafesjian Pavilion to the Ciry in as good condition as it was at the inception of the lease, normal wear from usage and the passage of time excepted. B. City Responsibilities 1. The Ciry shall be responsible for all normal trash removal from The Cafesjian Pavilion. 2. The City shall be responsible for on going external and interior maintenance of The Cafesjian Pavilion. This does not include general day to day custodial maintenance. 3. The City shall be responsible for the care and upkeep on alllandscaped areas in the vicnuty and immediately adjacent to The Cafesjian Pavilion. 4. The City will use its best efforts to promote and market Cafesjian's Carousel through its various outlets and brochures. 5. The Ciry will make available to OFC, on a space available basis, meeting rooms for OFC board meetings and classroom space for OFC Carousel education programs. The City shall insure The Cafesjian Pavilion under its umbrella policy for all City of Saint Paul owned properties. C. General Provisions G.L. Cafesjian hereby appoints the Cafesjian Family Foundation as his successor in interest to act in his place under this agreement in the event of his death. G.L. Cafesjian has the right to change this designation upon giving written notice to the Ciry and OFC. Cafesjian's Carousel may not be moved from Como Park except with the eapressed written agreement of OFC, G.L. Cafesjian or his designee and the City. In the event that revenues generated from Cafesjian's Carousel are insufficient to cover operating costs and reasonable debts service, the � y -a�9 City shall renegotiate the fee structure that OFC pays to the City. 4. The City or OFC may cancel this agreement for cause. Cause being defined as failure to correct a material breach of this agreement within sisry days after receiving written notification of the breach from the other party. All financial obligations of the parties incurred prior to the time of the cancellation shall remain the responsibility of that parry. Additional nouce shall be given to G.L. Cafesjian who may choose to cure the breach. 5. Private rentals of The Cafesjian Pavilion shall be allowed as long as they occur outside the Cafesjian Carousel's normal operating hours. 6. This agreement may be amended, at any time, by agreement of the Ciry, OFC and G.L. Cafesjian. 7. OFC owns a Wurlitzer 153 Band Organ. The Ciry and OFC will work cooperatively on the placement of the band organ so that it is not intrusive to near-by residents or disruptive to other Como Park users. For special events in the area such as wedding ceremonies, dedications, etc., the City may direct OFC not to use the organ for a period of time. 8. OFC staff and volunteers shall have access to Como Park at all tnnes that the park is open. If it is necessary for OFC to have access at off times, OFC shall contact the City's Manager of Environmental Services to make arrangements for access. 9. PresenUy no admission fee is charged to enter the Como Zoo grounds and the area where The Cafesjian Pavilion is to be located. If a fee structure is implemented for these areas OFC staff and volunteers will not be charged the fee. 10. All notices, requests, demands and other communications shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: City: Robert P. Piram Superintendent of Parks and Recreation 25 W. 4th Street, Roonn 300 Saint Paul, MN 55102 OFC: Peter Boehm 9 ��..a.$9 Our Fair Carousel Incorporated P.O. Box 17276 Saint Paul, MN 55117 For Gerazd L. Cafesjian Gerard L. Cafesjian c/o The Cafesjian Family Foundation 4001 Tamiami Trail I�iorth Suite 425 Naples, Florida 34103 For the St. Paul H.R.A. Pamela Wheelock Executive Director 25 W. 4th Street, Room 1300 Saint Paul, MN 55102 V. 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 � HOUSING AND REDEVELOPMENT AUTAORITY OF TAE CITY OF SAINT PAUL I� Its Executive Director BY� � °� irector of Financial Services � Approved as to form: I: Assistant City Attarney Director of Parks and Recreation OUR FAIR CAROUSEL, INCORPORATED GERARD L. CAFESJIAN : Its President G:\SP\W P WGREEMN7ICAROUSEL.CPK 1� � \ :�/: ry � `Y � �,� � \� � _ .� �Lh '- , , � � ; �� O � , � � • �b • �b �� • , �? � • � �� $ \ : _ '�/ b � \ � '' i \ / /a�% � � �� • � o y. _ . � o,�3'b � � \� . . \ l J' a •\ . • � ', 'S�� _ '` � r�9 rr '.! y � .� � T iC � � �� `s � � 6 �4y Jr2 6 ' 6 � y ��t o6a b� \ � \ � � � r � � � , e��, ��S�, � � � . �` � _ � �, � � � � � . 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G / / � I °' / � �� ° " � ° f � '' ° `` " / / f y / ,� � \ , e . `Y g � � � / / � y � I 1 p I ' G p / /ry '' � sesb\ � � 4e � � ti e � F- � � J / � � � �/ 4 � � �f � e o + �L � � �� / / �,�� 1 C a / � ,\ \ 4 y �� i r " ° ' � = � �' „ �% / ; _ ,y� � �� S � I , . W � ; �,>= 0 ( C�9�10 GIONAL AR �a � ' � � � / � / ' • � � � � ; � e ` � scA� r= 20• . � � � � f / / •� ' / r s � / � &\ � � s y j / � � /// � / ` / � �_ _ ➢ � � \ > c �� J� � � - , • � \ \ 1� _. _ _ � _____ � _ f _ _ _ _ ___ _ — ___ _ Council File # ��- a �9 Green Sheet # ��6� ORIGlNAL Presented By Referred to RESOLUTION CfTY OF SAINT PAUL, MINNESOTA 1 WHEREAS, the Cafesjian's 2 Toboggan Company Carousel #33) 3 operate and be housed; and 4 5 6 � Committee: Date Carousel (A.K.A. Philadelphia is in need of a location to Zo WHEREAS, through a Request for Proposal process, Our Fair Carousel Inc. has accepted a proposal put forward by the City of Saint Paul to locate the Carousel in the City's Como Park; and WHEREAS, Cafesjian's Carousel will positively add to Como Park and be available for the public to ride and enjoy if it is located in Como Park; 10 THEREFORE BE IT RESOLVED, that the proper City officials are 11 here-by directed and authorized to enter into the attached 12 agreement which sets up the terms and conditions under which 13 Cafesjian's Carousel shall be located and operated in the City's 14 Como Park. Requested by: �\ Di sion P ks a Recr�ation \ �� Approval Recommended by Financial Services Director: Adopted by Council: Date � 5 l�q,� Adoption Certi£ied by Council Secretary BY � Approved � Sy: � /� /l 6 '1 �r0 DEPARTMENT/OFFICE/COUNCIL DATEINRIATED � O ^ v � GREEN SHEET NO. 63485 Parks and Recreation 04/07/98 CONTACT PEFiSON AND PHONE INITIAVDATE INITIAUDATE VIC Wittgehstein 266-6409 � 1 DEPARRAENTDIRECTOR 5 cmcouNCa ASSIGN NUMBER FOR 3 cm arro�wer _cm c�aK MUST BE ON COUNqL AGENDA BV (DAiE7 AOUi1NG — OP�EA BUDGEf DIRECTOR Z FIN, & MGT. SERVICES DIR. April 7 5, 1998 4 MAVOR (OF ASSISTANT) G Parks & Rec 300 CH TOTAL 6 OF SIGNAlURE PAGES fCLIP ALL LOCATONS FOR SIGNANHFJ ACTION fiEQUESTED: Signatures of Superintendent of Parks and Recreation, Director of Financial Services, City Attorney and Mayor, and passage by the City Council of the attached Council Resolution that directs City Ofifiicials to enter into an Agreement to place Cafesjian's Carousel in Como Park. -. RECOMMENDAT�NS: ApOrove (A) or Reject (R� PERSONAL SERVICE CONTRACTS MWST ANSWER THE FOLLOWING QUESTIONS: PLANNING COMMISSION _CNIL SERVICE COMMISSION �, Hss this person(firtn eve� wotked wMer a conttact fot this tlepartm¢ntT A CIB COMMITfEE _ VES NO SiAFF Z. Has this persoMfirtn ever be¢n a city employee? DISTRICTCOUNCIL VES ND — -- 3. Does chis person/fem possess a skiN not nonnal{y possessed by any wrrent city employee? SUPPORTS WHICH COUNC�L OBJECTIVE? YES NO 6cptain ali yes ansxren on aepereta sreet antl attath [o green sM1eet. INITIATING PflOBLEM, ISSVE, OPPORTUNITY (VJho, Wha[, When, Wher¢, Why�: The attached Resolution directs City Staff to enter into an Agreement with Our Fair Carousel Inc, and Gerard L. Cafesjian to place Cafesjian's Carousel in Como Park. This opportunity came about as a result of an R.F.P. put forward by OFC. The City's proposal was selected as the best one. ADVANTAGES IF APPROVED: Cafesjian's Carousel will be located in Como Park, allowing for its use and viewing by the public. The traffic in Como Park should insure the Carousel's financial fiuture. DISqDVANTAGESIFAPPPOVED: `jQ(;�':�i� 1aa. � None. A��$ Q � ��J� DISA�VANTAGES IF NOT APPROVED: Loss of an attraction in the City as the other possibilities are not in Saint Paul. TOTAL AMOUNT OF TRANSACTION S ZOO,OOO COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDINGSOURCE General Fund Balance ACTfVf(YNUMBER 001-00000-9830 FINANGALINFORMATWN: (EXPlA1N� City will contribute up to $200,000 to the Project, forgive OFC's requirement to pay for Town Square's restoration and pay off OFC's debt to the H.R.A. on a discounted basis...$277,272. q Y a�9 AGREEMENT This Agreement dated the day of April, 1998, is made and entered into by and among the City of Saint Paul, a homerule charter city and a municipal corporation of the State of Minnesota ("Ciry"), the Housing and Redevelopment Authoriry of the City of Saint Paul, a public body corporate and politic �"H.R.A. "), Our Fair Carousel Incorparated, a Minnesota non profit corporation ("OFC") and Gerard L. Cafesjian, (G.L. Cafesjian). Witnesseth: WHEREAS, all parties to this agreement have previously entered into agreements far the financing, restoration, installation and operation of a carousel, specifically a Carousel Funding Agreement dated Mazch 1, 1990; a Carousel Installation, Pernut and Operation Agreement dated March 1, 1990; a Personal Guaranty dated March 8, 1990; a Donor Agreement dated March 12, 1990; an Amendment to the Carousel Installation, Pernut and Operation Agreement dated November 13, 1997, and an Amendment to the Carousel Funding Agreement, dated November 13, 1997; and a Carousel Sale Agreement dated November 24, 1997, and a First Amendment to the Personal Guaranty dated December 15, 1997 and; WHEREAS, OFC, G.L. Cafes}ian and the City haue determined to relocate Philadelphia Toboggan Company Carousel #33 (a.k.a. Cafesjian's Carousel) in the City's Como Park; here in after called the Project; and WHEREAS, all parties to the agreements above wish to set forth the financial and other obligations by and to each other pertaining to locating Cafesjian's Carousel in the City's Como Park; NOW THEREFORE, the City, the H.R.A., OFC and G.L. Cafesjian mutually agree and aclrnowledge as follows: I. PURSUANT TO EXISTING AGREEMENTS A. Outstanding financial responsibilities of OFC to the H.R.A. in the amounts of $314,000 used to purchase the Carousel and $250,000 debt owed to the City for Town Square Park Restoration are here-by canceled. Further the cancellarion of the debt to the H.R.A. voids the Personal Guaranty dated March 8, 1990, and the Amendment dated December 15, 1997 of G.L. Cafesjian to the H.R.A. The H.R.A. will retum the original agreements to G.L. Cafesjian marked canceled, as of ffie date first written above. B. The Bill of Sale received by OFC from the Ciry is here-by aznended to remove all security interests the City has regarding Cafesjian's Carousel. q g -a�9 C. OFC's board of directors will amend its bylaws within sixty days of execution of tlus agreement to allow for the appointment of three members of the OFC board by the Mayor of the City. It is agreed that the three representarives appointed by the Mayor wIll be selected from the following: one will be a Saint Paul Division of Parks and Recreation employee, one will be a resident of the Como Park area of Saint Paul; and one will be an at lazge selection. D. OFC's board of d'uectors will amend its bylaws within siY months of the execution of this agreement to provide for the appoinhnent of an executor in the event OFC ceases to e�st as a Minnesota Corporation or materially changes its corporate purpose. E. In keeping with current OFC bylaws dated 7anuary 23, 1998, OFC will not sell Cafesjian's Carousel or its components during the term of this agreement and any subsequent terms. F. OFC may not pledge or encumber Cafesjian's Cazousel or its parts in excess of thirry percent (30%) of the assessed valuation of Cafesjian's Carousel without pernussion of the City and G.L. Cafesjian or his designee. Such permission shall not be unreasonably withheld. II. PROJECT A. The City will provide a site in Como Park per attached E�ibit A for OFC to build, and OFC will cause to be built on said site, a building to house Cafesjian's Carousel, described as: A circular, open air pavilion, to be known as The Cafesjian Pavilion, approarimately 80 feet in diameter to house the Carousel. The building must meet all applicable building codes. The building should be constructed to have the Carousel visible on approach from all sides when open, and secure from �re, theft, vandatism and elements when closed. A heated area of appro�nately 1000 square feet adjacent to the building will contain year- round office space, staff bathroom, utilities, storage, and a restoration studio. B. As part of OFC's responsibility for the Project, it shall be responsible for all site preparation, all utilities, finish work and landscaping in proxnnity and necessary for the new building, not provided by the City in Section II.F. C. In completing this Project OFC will contract with registered professional azchitects, and engineers and will retain a licensed construcuon company to do the work necessary to complete ihe Project. 2 qg-arr9 D. The City shall have the right to approve all architects, engineers and construction companies hired by OFC. E. Due to the City's financial contribution to this Project herein, OFC will comply with all ozdinances and regulations pertainiug to the use of City funds for construction projects. F. In order for the Ciry's $200,000 contribution to this Project to comply with II.E. the City will, through its contract processes, provide for $200,000 worth of site work, building construction, landscaping work andlor professional services for the Ptoject at its cost. G. The City shall have the right to review and approve all building plans, site plans and signage, including modif'zcations thereof pertaining to The Cafesjian Pavilion which approval shall not be unreasonably withheld. H. G.L. Cafesjian, in keeping with Yhe Donor Agreement between G.L. Cafesjian and OFC, shall have the right to review and approve all building plans, site plans and signage, including modifications thereof pertaining to The Cafesjian Pavilion, which approval shall not be unreasonably withheld. L� The proposed budget for the Project is $900,000. Funding for the Project is to be provided as follows: 1. Donation from G.L. Cafesjian 2. Donation from the City 3. Commercial loan acquired by OFC Total K. Funds shall be made available and spent as follows: $400,000 $200,000 $3QQ,000 $900,000 G.L. Cafesjian shall make his $400,000 contribution available to OFC under the following schedule: A. $100,000 upon preliminary approval of all initial building plans, site plans and signage by the City and G.L. Cafesjian as outlined in III.G. and III.H. B. $150,000 within tlurty days of III.K.1.A. C. $100,000 within sixty days of TII.K1.A. D. $ 50,000 within ninety days of III.K.1.A. a tr '�'9 2. The City will pay upon receipt of invoices for the various portions of the Project that aze deemed to be the City's responsibility to a total of $200,000 as per II.E. and II.7. above. 3. OFC shall make the funds it secures via a commercial loan available on an as needed basis to insure the continued progress and completion of the Project. L. If the cost of the Project is over $900,000, OFC cannot, involuntarily, be obligated to incur debt beyond the $30�,0�0 identified above. OFC, the Ciry and G.L. Cafesjian shall meet to deternune how to remedy any budgetary shortfalls as they become known. M. Upon completion of the Project, OFC shall provide all construction and project warranties, guarantees, operating and maintenance manuals and a complete set of record drawings and specifications to the City. OFC shall obtain Certificate of Occupancy and shall arrange for City's personnel's instructional walk through of the completed Cafesjian's Pavilion. N. Upon completion of the Project, the ownership of The Cafesjian Pavilion shall rest with the CiYy. O. Upon completion of the Project,The Cafesjian Pavilion shall be named for and dedicated to G.L. Cafesjian. P It is the goal of the parties to have Cafesjian Pavilion substanually complete by October 1, 1998 and to be ready to open to the public by April 15, 1999. No penalty shall be assessed any parry to this agreement if this time schedule is not realized. Q. The Ciry may ask, by giving reasonable notice to OFC, that consuuction on the Project be curtailed or stopped for a period of time in order to insure that events in the viciniry of the construction site are not negatively affected. III. OPERATIONS IN COMO PARK A. The Ciry will lease the completed Cafesjian Pavilion to OFC for an initial term of 30 years commencing October 1, 1998 and ending October 1, 2028. B. The terms of this agreement shall be automatically extended for periods of ten (10) years in perpetuity unless Cafesjian's Carousel is removed per section TV.C.2. 0 q�-a� C. OFC shall pay the City 15 % of its gross revenues from ridership, gift shop sales, novelty sales, rentals, photo shoots and any other revenue generating activiries. All revenue figures shall be net of State sales ta7c. Specifically exempted from this requirement are any donations, grants or loans received by OFC. Payments due the City shall be made by December lst for the previous OFC fiscal year (October lsi to September 30`�) and shall be adjusted as necessary after the annual audit is complete. IV. OBLIGATIONS OF PARTIES N. OFC Responsibilities 1. OFC will keep Cafesjian's Carousel in Como Park in perpetuity. OFC will keep it accessible to the public as an operable ride as long as that can be done safely and as a stationary art-history object if Cafesjian's Carousel becomes inoperable. OFC shall, by January 15th of each year of this agreement, submit to the City its proposed operating schedule far that year. The City shall have the right to approve the proposed schedule. Such approval shall not be unreasonably withheld. 3. OFC shall, by January 15th of each year of this agreement, submit its proposed ticket prices and rental rates to the City for the City's approval. S�ch approval shall not be unreasonably w3thheld. It is agreed that the ticket price for the first two years of this agreement (1999 and 2000) shall be $1.50 per ride. Except for mechanical failure of the Carousel, natural disaster, fire, vandalism, a material change to Como Park or persistent significant operating losses, OFC will operate according to a schedule agreed to between OFC and the City. Each year OFC shall provide five (5) free days to Ramsey County Residents to ride Cafesjian's Carousel. At least one of these days shall be in June, one in July and one in August each year. The five (5) free days shall be identified in the proposed operating schedule OFC submits to the Ciry each year, OFC shall provide the Ciry with an audited fmancial report of revenues and expenses related to Cafesjian's Cazousel operation each year. S�cb ��r-a�9 report shall be due to the City by January 15th of each year for OFC's previous fiscal year. Como Park is closed from 11:00 p.m. to 6:00 a.m. Therefore any rentals, photo shoots or other activities in The Cafesjian Pavilion during these times must be approved by the City at least one week prior to the scheduled event. Such approval shall not be unreasonably withheld. OFC shall pay all expenses of its operation including utilities. As part of the construcfion process, arrangements shall be made by OFC for separate metering of all utilities. 9. OFC's gift shop operation shall only carry and sell products that are directly related to Cafesjian's Carousel or carousels in general. The City shall have the right to require OFC to remove certain items from its sale inventory if said items conflict with items in other gift shops operated in Como Park. The Ciry shall not permit other Como Park gift shops to sell carousel related items without the agreement of OFC. 10. OFC shall run its Cafesjian's Carousel operation in a manner consistent with other Como Park activities and in a manner that reflects positively on OFC, G.L. Cafesjian, Como Park and the Ciry. 11. OFC shall be responsible for all custodial maintenance of the Carousel building and minor repairs of same. In addition, OFC shall be responsible for the disposition of any hazardous waste it generates. 12. OFC shall carry and keep in force Commercial General Liability Insurance, including blanket contractual liability coverage, personal injury liability coverage; and broad form property damage liability endorsement, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall name the City as an additional insured and be prunary with respect to OFCs insurance, be written on an occurrence form policy basis and an aggregate policy lnnit of five million dollars. Such policy shall contain a provision that the carrier shall notify the City at any Ume that insurance coverage lapses. Further, it is agreed that the $1,000,000 insurance amount shall be increased at any tnne. The State statute relating to municipality exposure lunits is increased. OFC wIll provide a copy of said policy to the City. 13. OFC shall carry and keep in force Commercial Pmperty Insurance on and for the full assessed value of Cafesjian's Carousel. OFC shall provide a copy of said policy to the Ciry. 0 ��-a�9 14. No employee of OFC shall be required or permitted to work longer than forty-eight (48) hours in any one week, but additional hours may be worked if over time is paid therefore at the hourly rate for such employment. 15. OFC shall make no claim against the City on account of any loss or damage by fue, water, gas, electric failures, etc., within The Cafesjian Pavilion. 16. OFC will not make any alterations to The Cafesjian Pavilion without the written consent of the City and G.L. Cafesjian, such consent not to be unreasonably withheld. If OFC desires to make any such alterations, an accurate description shall first be submitted to and approved by the Ciry and G.L. Cafesjian and such alterations shall be done by OFC at its own expense. All such work shall be performed under the Ciry's supervision and any nnprovements made to the building at OFC's expense shall become the properCy of the City. OFC agrees that all alterations will be done in a workmanlike manner and in conforniance with applicable building codes, that the structural integrity and building systems of The Cafesjian Pavilion will not be impaired, and that no liens will attach to The Cafesjian Pavilion by reason thereof without prior written consent of the City. Such consent shall not be unreasonably withheld. 17. OFC shall keep and observe all the laws and ardinances relating to said premises and the care and use thereof. 18. OFC for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant rumiing with this agreement: a. No person, on the grounds of race, sex, sexual or affectional orientauon, color, creed, religion, age, disability, familial status, marital status, status with respect to public assistance or national origin or ancestry shall be excluded from participating in, be denied the benefits of or be otherwise subjected to discrimination in the use of the Carousel. b. OFC shall use The Cafesjian Pavilion in compliance with all other xequirements imposed pursuant to the Saint Paul I.egislative Code Chapter 183, Minnesota Stat. Chapter 363 and all other 7 qg -a�9 State, L.ocal or Federal laws, rules, regulations relating to discrimination. 19. Upon termination of this L,ease, OFC shall vacate and surrender The Cafesjian Pavilion to the Ciry in as good condition as it was at the inception of the lease, normal wear from usage and the passage of time excepted. B. City Responsibilities 1. The Ciry shall be responsible for all normal trash removal from The Cafesjian Pavilion. 2. The City shall be responsible for on going external and interior maintenance of The Cafesjian Pavilion. This does not include general day to day custodial maintenance. 3. The City shall be responsible for the care and upkeep on alllandscaped areas in the vicnuty and immediately adjacent to The Cafesjian Pavilion. 4. The City will use its best efforts to promote and market Cafesjian's Carousel through its various outlets and brochures. 5. The Ciry will make available to OFC, on a space available basis, meeting rooms for OFC board meetings and classroom space for OFC Carousel education programs. The City shall insure The Cafesjian Pavilion under its umbrella policy for all City of Saint Paul owned properties. C. General Provisions G.L. Cafesjian hereby appoints the Cafesjian Family Foundation as his successor in interest to act in his place under this agreement in the event of his death. G.L. Cafesjian has the right to change this designation upon giving written notice to the Ciry and OFC. Cafesjian's Carousel may not be moved from Como Park except with the eapressed written agreement of OFC, G.L. Cafesjian or his designee and the City. In the event that revenues generated from Cafesjian's Carousel are insufficient to cover operating costs and reasonable debts service, the � y -a�9 City shall renegotiate the fee structure that OFC pays to the City. 4. The City or OFC may cancel this agreement for cause. Cause being defined as failure to correct a material breach of this agreement within sisry days after receiving written notification of the breach from the other party. All financial obligations of the parties incurred prior to the time of the cancellation shall remain the responsibility of that parry. Additional nouce shall be given to G.L. Cafesjian who may choose to cure the breach. 5. Private rentals of The Cafesjian Pavilion shall be allowed as long as they occur outside the Cafesjian Carousel's normal operating hours. 6. This agreement may be amended, at any time, by agreement of the Ciry, OFC and G.L. Cafesjian. 7. OFC owns a Wurlitzer 153 Band Organ. The Ciry and OFC will work cooperatively on the placement of the band organ so that it is not intrusive to near-by residents or disruptive to other Como Park users. For special events in the area such as wedding ceremonies, dedications, etc., the City may direct OFC not to use the organ for a period of time. 8. OFC staff and volunteers shall have access to Como Park at all tnnes that the park is open. If it is necessary for OFC to have access at off times, OFC shall contact the City's Manager of Environmental Services to make arrangements for access. 9. PresenUy no admission fee is charged to enter the Como Zoo grounds and the area where The Cafesjian Pavilion is to be located. If a fee structure is implemented for these areas OFC staff and volunteers will not be charged the fee. 10. All notices, requests, demands and other communications shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: City: Robert P. Piram Superintendent of Parks and Recreation 25 W. 4th Street, Roonn 300 Saint Paul, MN 55102 OFC: Peter Boehm 9 ��..a.$9 Our Fair Carousel Incorporated P.O. Box 17276 Saint Paul, MN 55117 For Gerazd L. Cafesjian Gerard L. Cafesjian c/o The Cafesjian Family Foundation 4001 Tamiami Trail I�iorth Suite 425 Naples, Florida 34103 For the St. Paul H.R.A. Pamela Wheelock Executive Director 25 W. 4th Street, Room 1300 Saint Paul, MN 55102 V. 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 � HOUSING AND REDEVELOPMENT AUTAORITY OF TAE CITY OF SAINT PAUL I� Its Executive Director BY� � °� irector of Financial Services � Approved as to form: I: Assistant City Attarney Director of Parks and Recreation OUR FAIR CAROUSEL, INCORPORATED GERARD L. CAFESJIAN : Its President G:\SP\W P WGREEMN7ICAROUSEL.CPK 1� � \ :�/: ry � `Y � �,� � \� � _ .� �Lh '- , , � � ; �� O � , � � • �b • �b �� • , �? � • � �� $ \ : _ '�/ b � \ � '' i \ / /a�% � � �� • � o y. _ . � o,�3'b � � \� . . \ l J' a •\ . • � ', 'S�� _ '` � r�9 rr '.! y � .� � T iC � � �� `s � � 6 �4y Jr2 6 ' 6 � y ��t o6a b� \ � \ � � � r � � � , e��, ��S�, � � � . �` � _ � �, � � � � � . 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G / / � I °' / � �� ° " � ° f � '' ° `` " / / f y / ,� � \ , e . `Y g � � � / / � y � I 1 p I ' G p / /ry '' � sesb\ � � 4e � � ti e � F- � � J / � � � �/ 4 � � �f � e o + �L � � �� / / �,�� 1 C a / � ,\ \ 4 y �� i r " ° ' � = � �' „ �% / ; _ ,y� � �� S � I , . W � ; �,>= 0 ( C�9�10 GIONAL AR �a � ' � � � / � / ' • � � � � ; � e ` � scA� r= 20• . � � � � f / / •� ' / r s � / � &\ � � s y j / � � /// � / ` / � �_ _ ➢ � � \ > c �� J� � � - , • � \ \ 1� _. _ _ � _____ � _ f _ _ _ _ ___ _ — ___ _ Council File # ��- a �9 Green Sheet # ��6� ORIGlNAL Presented By Referred to RESOLUTION CfTY OF SAINT PAUL, MINNESOTA 1 WHEREAS, the Cafesjian's 2 Toboggan Company Carousel #33) 3 operate and be housed; and 4 5 6 � Committee: Date Carousel (A.K.A. Philadelphia is in need of a location to Zo WHEREAS, through a Request for Proposal process, Our Fair Carousel Inc. has accepted a proposal put forward by the City of Saint Paul to locate the Carousel in the City's Como Park; and WHEREAS, Cafesjian's Carousel will positively add to Como Park and be available for the public to ride and enjoy if it is located in Como Park; 10 THEREFORE BE IT RESOLVED, that the proper City officials are 11 here-by directed and authorized to enter into the attached 12 agreement which sets up the terms and conditions under which 13 Cafesjian's Carousel shall be located and operated in the City's 14 Como Park. Requested by: �\ Di sion P ks a Recr�ation \ �� Approval Recommended by Financial Services Director: Adopted by Council: Date � 5 l�q,� Adoption Certi£ied by Council Secretary BY � Approved � Sy: � /� /l 6 '1 �r0 DEPARTMENT/OFFICE/COUNCIL DATEINRIATED � O ^ v � GREEN SHEET NO. 63485 Parks and Recreation 04/07/98 CONTACT PEFiSON AND PHONE INITIAVDATE INITIAUDATE VIC Wittgehstein 266-6409 � 1 DEPARRAENTDIRECTOR 5 cmcouNCa ASSIGN NUMBER FOR 3 cm arro�wer _cm c�aK MUST BE ON COUNqL AGENDA BV (DAiE7 AOUi1NG — OP�EA BUDGEf DIRECTOR Z FIN, & MGT. SERVICES DIR. April 7 5, 1998 4 MAVOR (OF ASSISTANT) G Parks & Rec 300 CH TOTAL 6 OF SIGNAlURE PAGES fCLIP ALL LOCATONS FOR SIGNANHFJ ACTION fiEQUESTED: Signatures of Superintendent of Parks and Recreation, Director of Financial Services, City Attorney and Mayor, and passage by the City Council of the attached Council Resolution that directs City Ofifiicials to enter into an Agreement to place Cafesjian's Carousel in Como Park. -. RECOMMENDAT�NS: ApOrove (A) or Reject (R� PERSONAL SERVICE CONTRACTS MWST ANSWER THE FOLLOWING QUESTIONS: PLANNING COMMISSION _CNIL SERVICE COMMISSION �, Hss this person(firtn eve� wotked wMer a conttact fot this tlepartm¢ntT A CIB COMMITfEE _ VES NO SiAFF Z. Has this persoMfirtn ever be¢n a city employee? DISTRICTCOUNCIL VES ND — -- 3. Does chis person/fem possess a skiN not nonnal{y possessed by any wrrent city employee? SUPPORTS WHICH COUNC�L OBJECTIVE? YES NO 6cptain ali yes ansxren on aepereta sreet antl attath [o green sM1eet. INITIATING PflOBLEM, ISSVE, OPPORTUNITY (VJho, Wha[, When, Wher¢, Why�: The attached Resolution directs City Staff to enter into an Agreement with Our Fair Carousel Inc, and Gerard L. Cafesjian to place Cafesjian's Carousel in Como Park. This opportunity came about as a result of an R.F.P. put forward by OFC. The City's proposal was selected as the best one. ADVANTAGES IF APPROVED: Cafesjian's Carousel will be located in Como Park, allowing for its use and viewing by the public. The traffic in Como Park should insure the Carousel's financial fiuture. DISqDVANTAGESIFAPPPOVED: `jQ(;�':�i� 1aa. � None. A��$ Q � ��J� DISA�VANTAGES IF NOT APPROVED: Loss of an attraction in the City as the other possibilities are not in Saint Paul. TOTAL AMOUNT OF TRANSACTION S ZOO,OOO COST/REVENUE BUDGETED (CIRCLE ONE) YES NO FUNDINGSOURCE General Fund Balance ACTfVf(YNUMBER 001-00000-9830 FINANGALINFORMATWN: (EXPlA1N� City will contribute up to $200,000 to the Project, forgive OFC's requirement to pay for Town Square's restoration and pay off OFC's debt to the H.R.A. on a discounted basis...$277,272. q Y a�9 AGREEMENT This Agreement dated the day of April, 1998, is made and entered into by and among the City of Saint Paul, a homerule charter city and a municipal corporation of the State of Minnesota ("Ciry"), the Housing and Redevelopment Authoriry of the City of Saint Paul, a public body corporate and politic �"H.R.A. "), Our Fair Carousel Incorparated, a Minnesota non profit corporation ("OFC") and Gerard L. Cafesjian, (G.L. Cafesjian). Witnesseth: WHEREAS, all parties to this agreement have previously entered into agreements far the financing, restoration, installation and operation of a carousel, specifically a Carousel Funding Agreement dated Mazch 1, 1990; a Carousel Installation, Pernut and Operation Agreement dated March 1, 1990; a Personal Guaranty dated March 8, 1990; a Donor Agreement dated March 12, 1990; an Amendment to the Carousel Installation, Pernut and Operation Agreement dated November 13, 1997, and an Amendment to the Carousel Funding Agreement, dated November 13, 1997; and a Carousel Sale Agreement dated November 24, 1997, and a First Amendment to the Personal Guaranty dated December 15, 1997 and; WHEREAS, OFC, G.L. Cafes}ian and the City haue determined to relocate Philadelphia Toboggan Company Carousel #33 (a.k.a. Cafesjian's Carousel) in the City's Como Park; here in after called the Project; and WHEREAS, all parties to the agreements above wish to set forth the financial and other obligations by and to each other pertaining to locating Cafesjian's Carousel in the City's Como Park; NOW THEREFORE, the City, the H.R.A., OFC and G.L. Cafesjian mutually agree and aclrnowledge as follows: I. PURSUANT TO EXISTING AGREEMENTS A. Outstanding financial responsibilities of OFC to the H.R.A. in the amounts of $314,000 used to purchase the Carousel and $250,000 debt owed to the City for Town Square Park Restoration are here-by canceled. Further the cancellarion of the debt to the H.R.A. voids the Personal Guaranty dated March 8, 1990, and the Amendment dated December 15, 1997 of G.L. Cafesjian to the H.R.A. The H.R.A. will retum the original agreements to G.L. Cafesjian marked canceled, as of ffie date first written above. B. The Bill of Sale received by OFC from the Ciry is here-by aznended to remove all security interests the City has regarding Cafesjian's Carousel. q g -a�9 C. OFC's board of directors will amend its bylaws within sixty days of execution of tlus agreement to allow for the appointment of three members of the OFC board by the Mayor of the City. It is agreed that the three representarives appointed by the Mayor wIll be selected from the following: one will be a Saint Paul Division of Parks and Recreation employee, one will be a resident of the Como Park area of Saint Paul; and one will be an at lazge selection. D. OFC's board of d'uectors will amend its bylaws within siY months of the execution of this agreement to provide for the appoinhnent of an executor in the event OFC ceases to e�st as a Minnesota Corporation or materially changes its corporate purpose. E. In keeping with current OFC bylaws dated 7anuary 23, 1998, OFC will not sell Cafesjian's Carousel or its components during the term of this agreement and any subsequent terms. F. OFC may not pledge or encumber Cafesjian's Cazousel or its parts in excess of thirry percent (30%) of the assessed valuation of Cafesjian's Carousel without pernussion of the City and G.L. Cafesjian or his designee. Such permission shall not be unreasonably withheld. II. PROJECT A. The City will provide a site in Como Park per attached E�ibit A for OFC to build, and OFC will cause to be built on said site, a building to house Cafesjian's Carousel, described as: A circular, open air pavilion, to be known as The Cafesjian Pavilion, approarimately 80 feet in diameter to house the Carousel. The building must meet all applicable building codes. The building should be constructed to have the Carousel visible on approach from all sides when open, and secure from �re, theft, vandatism and elements when closed. A heated area of appro�nately 1000 square feet adjacent to the building will contain year- round office space, staff bathroom, utilities, storage, and a restoration studio. B. As part of OFC's responsibility for the Project, it shall be responsible for all site preparation, all utilities, finish work and landscaping in proxnnity and necessary for the new building, not provided by the City in Section II.F. C. In completing this Project OFC will contract with registered professional azchitects, and engineers and will retain a licensed construcuon company to do the work necessary to complete ihe Project. 2 qg-arr9 D. The City shall have the right to approve all architects, engineers and construction companies hired by OFC. E. Due to the City's financial contribution to this Project herein, OFC will comply with all ozdinances and regulations pertainiug to the use of City funds for construction projects. F. In order for the Ciry's $200,000 contribution to this Project to comply with II.E. the City will, through its contract processes, provide for $200,000 worth of site work, building construction, landscaping work andlor professional services for the Ptoject at its cost. G. The City shall have the right to review and approve all building plans, site plans and signage, including modif'zcations thereof pertaining to The Cafesjian Pavilion which approval shall not be unreasonably withheld. H. G.L. Cafesjian, in keeping with Yhe Donor Agreement between G.L. Cafesjian and OFC, shall have the right to review and approve all building plans, site plans and signage, including modifications thereof pertaining to The Cafesjian Pavilion, which approval shall not be unreasonably withheld. L� The proposed budget for the Project is $900,000. Funding for the Project is to be provided as follows: 1. Donation from G.L. Cafesjian 2. Donation from the City 3. Commercial loan acquired by OFC Total K. Funds shall be made available and spent as follows: $400,000 $200,000 $3QQ,000 $900,000 G.L. Cafesjian shall make his $400,000 contribution available to OFC under the following schedule: A. $100,000 upon preliminary approval of all initial building plans, site plans and signage by the City and G.L. Cafesjian as outlined in III.G. and III.H. B. $150,000 within tlurty days of III.K.1.A. C. $100,000 within sixty days of TII.K1.A. D. $ 50,000 within ninety days of III.K.1.A. a tr '�'9 2. The City will pay upon receipt of invoices for the various portions of the Project that aze deemed to be the City's responsibility to a total of $200,000 as per II.E. and II.7. above. 3. OFC shall make the funds it secures via a commercial loan available on an as needed basis to insure the continued progress and completion of the Project. L. If the cost of the Project is over $900,000, OFC cannot, involuntarily, be obligated to incur debt beyond the $30�,0�0 identified above. OFC, the Ciry and G.L. Cafesjian shall meet to deternune how to remedy any budgetary shortfalls as they become known. M. Upon completion of the Project, OFC shall provide all construction and project warranties, guarantees, operating and maintenance manuals and a complete set of record drawings and specifications to the City. OFC shall obtain Certificate of Occupancy and shall arrange for City's personnel's instructional walk through of the completed Cafesjian's Pavilion. N. Upon completion of the Project, the ownership of The Cafesjian Pavilion shall rest with the CiYy. O. Upon completion of the Project,The Cafesjian Pavilion shall be named for and dedicated to G.L. Cafesjian. P It is the goal of the parties to have Cafesjian Pavilion substanually complete by October 1, 1998 and to be ready to open to the public by April 15, 1999. No penalty shall be assessed any parry to this agreement if this time schedule is not realized. Q. The Ciry may ask, by giving reasonable notice to OFC, that consuuction on the Project be curtailed or stopped for a period of time in order to insure that events in the viciniry of the construction site are not negatively affected. III. OPERATIONS IN COMO PARK A. The Ciry will lease the completed Cafesjian Pavilion to OFC for an initial term of 30 years commencing October 1, 1998 and ending October 1, 2028. B. The terms of this agreement shall be automatically extended for periods of ten (10) years in perpetuity unless Cafesjian's Carousel is removed per section TV.C.2. 0 q�-a� C. OFC shall pay the City 15 % of its gross revenues from ridership, gift shop sales, novelty sales, rentals, photo shoots and any other revenue generating activiries. All revenue figures shall be net of State sales ta7c. Specifically exempted from this requirement are any donations, grants or loans received by OFC. Payments due the City shall be made by December lst for the previous OFC fiscal year (October lsi to September 30`�) and shall be adjusted as necessary after the annual audit is complete. IV. OBLIGATIONS OF PARTIES N. OFC Responsibilities 1. OFC will keep Cafesjian's Carousel in Como Park in perpetuity. OFC will keep it accessible to the public as an operable ride as long as that can be done safely and as a stationary art-history object if Cafesjian's Carousel becomes inoperable. OFC shall, by January 15th of each year of this agreement, submit to the City its proposed operating schedule far that year. The City shall have the right to approve the proposed schedule. Such approval shall not be unreasonably withheld. 3. OFC shall, by January 15th of each year of this agreement, submit its proposed ticket prices and rental rates to the City for the City's approval. S�ch approval shall not be unreasonably w3thheld. It is agreed that the ticket price for the first two years of this agreement (1999 and 2000) shall be $1.50 per ride. Except for mechanical failure of the Carousel, natural disaster, fire, vandalism, a material change to Como Park or persistent significant operating losses, OFC will operate according to a schedule agreed to between OFC and the City. Each year OFC shall provide five (5) free days to Ramsey County Residents to ride Cafesjian's Carousel. At least one of these days shall be in June, one in July and one in August each year. The five (5) free days shall be identified in the proposed operating schedule OFC submits to the Ciry each year, OFC shall provide the Ciry with an audited fmancial report of revenues and expenses related to Cafesjian's Cazousel operation each year. S�cb ��r-a�9 report shall be due to the City by January 15th of each year for OFC's previous fiscal year. Como Park is closed from 11:00 p.m. to 6:00 a.m. Therefore any rentals, photo shoots or other activities in The Cafesjian Pavilion during these times must be approved by the City at least one week prior to the scheduled event. Such approval shall not be unreasonably withheld. OFC shall pay all expenses of its operation including utilities. As part of the construcfion process, arrangements shall be made by OFC for separate metering of all utilities. 9. OFC's gift shop operation shall only carry and sell products that are directly related to Cafesjian's Carousel or carousels in general. The City shall have the right to require OFC to remove certain items from its sale inventory if said items conflict with items in other gift shops operated in Como Park. The Ciry shall not permit other Como Park gift shops to sell carousel related items without the agreement of OFC. 10. OFC shall run its Cafesjian's Carousel operation in a manner consistent with other Como Park activities and in a manner that reflects positively on OFC, G.L. Cafesjian, Como Park and the Ciry. 11. OFC shall be responsible for all custodial maintenance of the Carousel building and minor repairs of same. In addition, OFC shall be responsible for the disposition of any hazardous waste it generates. 12. OFC shall carry and keep in force Commercial General Liability Insurance, including blanket contractual liability coverage, personal injury liability coverage; and broad form property damage liability endorsement, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall name the City as an additional insured and be prunary with respect to OFCs insurance, be written on an occurrence form policy basis and an aggregate policy lnnit of five million dollars. Such policy shall contain a provision that the carrier shall notify the City at any Ume that insurance coverage lapses. Further, it is agreed that the $1,000,000 insurance amount shall be increased at any tnne. The State statute relating to municipality exposure lunits is increased. OFC wIll provide a copy of said policy to the City. 13. OFC shall carry and keep in force Commercial Pmperty Insurance on and for the full assessed value of Cafesjian's Carousel. OFC shall provide a copy of said policy to the Ciry. 0 ��-a�9 14. No employee of OFC shall be required or permitted to work longer than forty-eight (48) hours in any one week, but additional hours may be worked if over time is paid therefore at the hourly rate for such employment. 15. OFC shall make no claim against the City on account of any loss or damage by fue, water, gas, electric failures, etc., within The Cafesjian Pavilion. 16. OFC will not make any alterations to The Cafesjian Pavilion without the written consent of the City and G.L. Cafesjian, such consent not to be unreasonably withheld. If OFC desires to make any such alterations, an accurate description shall first be submitted to and approved by the Ciry and G.L. Cafesjian and such alterations shall be done by OFC at its own expense. All such work shall be performed under the Ciry's supervision and any nnprovements made to the building at OFC's expense shall become the properCy of the City. OFC agrees that all alterations will be done in a workmanlike manner and in conforniance with applicable building codes, that the structural integrity and building systems of The Cafesjian Pavilion will not be impaired, and that no liens will attach to The Cafesjian Pavilion by reason thereof without prior written consent of the City. Such consent shall not be unreasonably withheld. 17. OFC shall keep and observe all the laws and ardinances relating to said premises and the care and use thereof. 18. OFC for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant rumiing with this agreement: a. No person, on the grounds of race, sex, sexual or affectional orientauon, color, creed, religion, age, disability, familial status, marital status, status with respect to public assistance or national origin or ancestry shall be excluded from participating in, be denied the benefits of or be otherwise subjected to discrimination in the use of the Carousel. b. OFC shall use The Cafesjian Pavilion in compliance with all other xequirements imposed pursuant to the Saint Paul I.egislative Code Chapter 183, Minnesota Stat. Chapter 363 and all other 7 qg -a�9 State, L.ocal or Federal laws, rules, regulations relating to discrimination. 19. Upon termination of this L,ease, OFC shall vacate and surrender The Cafesjian Pavilion to the Ciry in as good condition as it was at the inception of the lease, normal wear from usage and the passage of time excepted. B. City Responsibilities 1. The Ciry shall be responsible for all normal trash removal from The Cafesjian Pavilion. 2. The City shall be responsible for on going external and interior maintenance of The Cafesjian Pavilion. This does not include general day to day custodial maintenance. 3. The City shall be responsible for the care and upkeep on alllandscaped areas in the vicnuty and immediately adjacent to The Cafesjian Pavilion. 4. The City will use its best efforts to promote and market Cafesjian's Carousel through its various outlets and brochures. 5. The Ciry will make available to OFC, on a space available basis, meeting rooms for OFC board meetings and classroom space for OFC Carousel education programs. The City shall insure The Cafesjian Pavilion under its umbrella policy for all City of Saint Paul owned properties. C. General Provisions G.L. Cafesjian hereby appoints the Cafesjian Family Foundation as his successor in interest to act in his place under this agreement in the event of his death. G.L. Cafesjian has the right to change this designation upon giving written notice to the Ciry and OFC. Cafesjian's Carousel may not be moved from Como Park except with the eapressed written agreement of OFC, G.L. Cafesjian or his designee and the City. In the event that revenues generated from Cafesjian's Carousel are insufficient to cover operating costs and reasonable debts service, the � y -a�9 City shall renegotiate the fee structure that OFC pays to the City. 4. The City or OFC may cancel this agreement for cause. Cause being defined as failure to correct a material breach of this agreement within sisry days after receiving written notification of the breach from the other party. All financial obligations of the parties incurred prior to the time of the cancellation shall remain the responsibility of that parry. Additional nouce shall be given to G.L. Cafesjian who may choose to cure the breach. 5. Private rentals of The Cafesjian Pavilion shall be allowed as long as they occur outside the Cafesjian Carousel's normal operating hours. 6. This agreement may be amended, at any time, by agreement of the Ciry, OFC and G.L. Cafesjian. 7. OFC owns a Wurlitzer 153 Band Organ. The Ciry and OFC will work cooperatively on the placement of the band organ so that it is not intrusive to near-by residents or disruptive to other Como Park users. For special events in the area such as wedding ceremonies, dedications, etc., the City may direct OFC not to use the organ for a period of time. 8. OFC staff and volunteers shall have access to Como Park at all tnnes that the park is open. If it is necessary for OFC to have access at off times, OFC shall contact the City's Manager of Environmental Services to make arrangements for access. 9. PresenUy no admission fee is charged to enter the Como Zoo grounds and the area where The Cafesjian Pavilion is to be located. If a fee structure is implemented for these areas OFC staff and volunteers will not be charged the fee. 10. All notices, requests, demands and other communications shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: City: Robert P. Piram Superintendent of Parks and Recreation 25 W. 4th Street, Roonn 300 Saint Paul, MN 55102 OFC: Peter Boehm 9 ��..a.$9 Our Fair Carousel Incorporated P.O. Box 17276 Saint Paul, MN 55117 For Gerazd L. Cafesjian Gerard L. Cafesjian c/o The Cafesjian Family Foundation 4001 Tamiami Trail I�iorth Suite 425 Naples, Florida 34103 For the St. Paul H.R.A. Pamela Wheelock Executive Director 25 W. 4th Street, Room 1300 Saint Paul, MN 55102 V. 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 � HOUSING AND REDEVELOPMENT AUTAORITY OF TAE CITY OF SAINT PAUL I� Its Executive Director BY� � °� irector of Financial Services � Approved as to form: I: Assistant City Attarney Director of Parks and Recreation OUR FAIR CAROUSEL, INCORPORATED GERARD L. CAFESJIAN : Its President G:\SP\W P WGREEMN7ICAROUSEL.CPK 1� � \ :�/: ry � `Y � �,� � \� � _ .� �Lh '- , , � � ; �� O � , � � • �b • �b �� • , �? � • � �� $ \ : _ '�/ b � \ � '' i \ / /a�% � � �� • � o y. _ . � o,�3'b � � \� . . \ l J' a •\ . • � ', 'S�� _ '` � r�9 rr '.! y � .� � T iC � � �� `s � � 6 �4y Jr2 6 ' 6 � y ��t o6a b� \ � \ � � � r � � � , e��, ��S�, � � � . �` � _ � �, � � � � � . 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