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HomeMy WebLinkAbout7A - Advanced Resources Inc. DATE: 7 A ill \ F:rtANK BOYLES, CITY MANAGER "I CONSIDER APPROVAL OF CONTRAC H ADVANCED RESOURCES FOR " LOPMENT, INC. MARCH 18, 1996 AGENDA # PREPARED BY: SUBJECT: BACKGROUND: This agenda item requests approval of a contract with Advanced Resources for Development, Inc. to provide redevelopment related services. DISCUSSION: At the March 4 Economic Development Authority and City Council meeting discussion occurred regarding the proposed redevelopment contract for Advanced Resources for Development, Inc. The primary concern was whether or not the contract adequately reflected the fact that the Park Nicollet Medical project was more or less a given and should not be reflected as part of the redevelopment/development project. In response to this concern, the contract has been amended by adding the following language to the first page of the contract, "The expansion and develoPlnent of a medical clinic by Park Nicollet Clinic, L TD is excluded froln definition of the project." This appears to be the most forthright means of dealing with this concern. The second concern was the length of the contract. The "actual document is three pages. The attachments are another three pages. I do not see major areas for deletion. ALTERNATIVES: Council has the following alternatives: 1. Adopt the amended agreement 2. Further discuss the agreement and adopt with additional amendments. 3. Reject the agreement 16200 IA~~~~~E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER T RECOMMENDATION: Alternative #1 Considerable progress has been made to date with respect to the development/redevelopment proposal on 30 acres of property. In order for the project to proceed it is important that this contract be approved. ACTION REQUIRED: Motion and second to adopt the agreement as amended. AG31896C.DOC - t AGREEMENT BETWEEN CITY OF PRIOR LAKE AND ADVANCE RESOURCES FOR DEVELOPMENT, INC. WHEREAS, this AGREEMENT is made and entered into this _ day of February, 1996, by and between the City of Prior Lake, 16200 Eagle Creek Ave. S.E., Prior Lake, MN 55372-1714 (hereinafter referred to as the "CITY") and Advance Resources for Development, Inc., a Minnesota Corporation with offices at 201 N. Broad, Suite 310, Mankato, MN 56001 (hereinafter referred to as the "CONSULTANT"); and WHEREAS, THE CITY desires to engage the services of the CONSULTANT to furnish technical and professional assistance in connection with the Highway 13 Redevelopment Project (the "PROJECT"). The expansion and development of a medical clinic by Park-Nicollet Clinic, L TO is excluded from definition of the PROJECT. These services shall include 1} Financial analysis and preparation of a report on the PROJECT costs and economic viability, 2} coordination with City Staff and private developers,3} negotiation of property acquisition and relocation, 4} creation of a Redevelopment Tax Increment District, and 5} drafting and execution of a development agreement detailing commitments between city and private developers for implementation of the PROJECT. WHEREAS, the CONSULTANT represents that it is familiar with economic issues, programs and regulations governing the PROJECT and is qualified and willing to provide such assistance. NOW THEREFORE, for mutual and valuable consideration the sufficiency of which is not disputed, the parties agree as follows: A. Scope of Consultant's Services The CONSULTANT agrees to perform in a good and professional manner the following services: 1. Preparation of a financial analysis and report on the costs and economic viability of the PROJECT. 2. Coordinate with City Staff and private developers in connection with the development of the PROJECT. 3. Negotiation of property acquisition and relocation. 4. Creation of a Redevelopment Tax Increment district. 5. Preparation and execution of a development agreement in a form acceptable to the City Manager detailing commitments between the City and private developers for implementation of the PROJECT. These services are outlined in greater detail in Appendix A, a copy of which is attached hereto and incorporated as part of this AGREEMENT. Page 1 of 3 T B. Services to be Provided bv the City The CITY shall advise the CONSULTANT of the existence and availability of any information, data, reports, records, and maps reasonably known to the City that may be useful for carrying out the work on this PROJECT. Upon request, this information shall be promptly furnished to the CONSULTANT. Specific services and materials to be provided by the CITY are outlined in Appendix B, a copy of which.is attached hereto and incorporated as part of this AGREEMENT. C. Meetinas and Reports The CONSULTANT shall during the duration of this Agreement, attend the meetings necessary to successfully structure, negotiate and implement the PROJECT. The CONSULTANT shall provide sufficient copies of proposed documents to the CITY for meeting purposes. Sufficient copies of any final documents shall be prepared to ensure that the CITY can meet its obligations for filing said documents. The CONSULTANT shall provide regular status reports to the CITY to ensure that they remain informed as to the status of the PROJECT. D. Chanaes in Scope of Service The CITY may request of the CONSULTANT changes in the Scope of Services to be performed hereunder. Changes which are mutually agreed upon by and between the CITY and the CONSULTANT, including any appropriate increase or decrease in the amount of compensation, shall be incorporated in written amendments to this AGREEMENT. E. Consultant's Compensation The CONSULTANT shall be compensated on the following basis: up to an amount not to exceed thirty thousand ($30,000) as referenced under F below for CONSULTANT time and expenses including travel within the State of Minnesota, general out-of-pocket expenses and printing. F. Method of Payment The CONSULTANT shall be paid up to an amount not to exceed thirty thousand dollars ($30,000) upon completion of the following: 1. $7,000 for activities identified in Appendix A, Step I. This amount shall be due within 10 days from execution of this Agreement. Evidence of the product of this effort shall be presentation of a report to the CITY which identifies redevelopment options, puts forth a recommendation for financing and delineates responsibilities and timeliness for various actions. 2. An additional $7,000 shall be due and payable if the CITY elects to proceed with the PROJECT and authorizes preparation of documents for financing public costs (e.g.land acquisition, infrastructure, demolition and relocation> and a development agreement with private developer(s) to implement the PROJECT. 3. The balance of the Fees authorized by this Agreement shall be due and payable upon execution of a development agreement with private developer(s) and within 10 days after City Council approval to implement the PROJECT. Page 2 of 3 G. Time of Performance The services of the CONSULTANT will begin upon delivery to the CONSULTANT of an executed copy of this AGREEMENT and shall, absent of causes beyond the reasonable control of the CONSULTANT, be completed within the following time frame, unless otherwise mutually agreed upon in writing between the CONSULTANT and the CITY. . Initial analysis and presentation of a report identifying redevelopment options will be completed within 60 tlays from the date of execution of this Agreement. . Final negotiations, preparation of financing documents and development agreements enabling implementation of PROJECT are expected to be completed within 120 days from the date of execution of this Agreement. H. Hold Harmless CONSULTANT hereby agrees to indemnify and hold CITY harmless from all claims or liability including attorneys' fees arising out of the professional services furnished under this contract, providing that such claims or liability is the result of a negligent act, error or omission of the CONSULTANT and/or its employees/agents, successors and assigns arising out of the professional services described in the contract. I. Other Provisions The CITY, and the CONSULTANT agree to the terms and conditions outlined in Appendix C, a copy of which is attached hereto and incorporated as part of this AGREEMENT. This Agreement shall be governed by the Laws of Minnesota. IN WITNESS WHEREOF, the CITY, and the CONSULTANT have executed this AGREEMENT on the date and year first above written. CONSULTANT: CUENT: ADVANCE RESOURCES FOR DEVELOPMENT, INC. CITY OF PRIOR LAKE By: Roger Guenette By: Lydia Andren Its: Partner Its: Mayor By: Frank Boyles Its: City Manager Page 3 of 3 .....-'>",.,~-~..""'-----,."""_...........""'.,,.....-...,.~._.....,.. -"~...".._~~."---,..."~...-,,,., -"~'~"" ",,"..",. .- '. ,,,,^,,,,~,,~,_,_,,,~,_~,,,_,,_~,,,,~,_.,~,,,,'A....~ -. ..,...._~."..-._.~,'-,~,.,.~~._,."""'_..~"...,_-...-""-_.,,..,~..--~-,~..........._-;'".,._'........._- ... "II"" APPENDIX A The PROJECT involves approximately 30 acres of land situated east of and adjacent to Highway 13 between Franklin Trail and Duluth Streets in the City of Prior Lake, MN. The CONSULTANT shall perform the following services to assist the CITY in structuring, negotiating and implementing a Highway 13 Redevelopment Project (the "PROJECT"). Such assistance involves undertaking the following activities: 1. Research, analyze and make recommendations to the City on the affordability and financing of the PROJECT. The following tasks identified as STEP 1 for purposes of Section F 1 of the Agreement are anticipated tCTfulfill this objective: Conduct research to determine costs of land acquisition, infrastructure improvements, demolition, relocation and extent of private sector participation. Upon completion of this research and identification of costs and timeframes associated with these resources the CONSULTANT will present the CITY with a written report detailing financing options and recommended strategies and alternatives. Once concurrence has been reached with the CITY and regarding a specific redevelopment and financing strategy, the CONSULTANT will identify a schedule for implementation of the Development Project. 2. Prepare, assist and/or coordinate the drafting and submission of applications or other technical documents necessary to secure commitments for the implementation of this PROJECT. To accomplish these objectives the following tasks are anticipated: Negotiate land acquisition and secure executed purchase agreements for appropriate parties. Address relocation issues to the CITY'S satisfaction. Prepare tax increment financing documents and obtain all necessary approvals. Prepare and execute development agreements in a form satisfactory to the City Manager between the CITY and private developers. Prepare or assist with the preparation of hearing notices, resolutions, commitment letters or other documents or correspondence necessary to the successfully complete the redevelopment PROJECT. Attend all public hearings, public meetings and other meetings requested by the CITY or necessary for implementation of redevelopment PROJECT. Maintain ongoing communication with the CITY regarding any changes or new opportunities which could impact the PROJECT. The CITY and CONSULTANT mutually agree that it is the intent to promote and implement redevelopment of an approximate 30 acre parcel east of and adjacent to Highway 13 between Franklin Trail and Duluth Street. However, approximately 18 acres of this property are presently owned by Neil Boderman (or his affiliates). The ability to incorporate this parcel as part of the redevelopment PROJECT shall be impacted by ability of private developers to acquire the property from Neil Boderman. In the event that the City and private developers are unable to affordably acquire the Boderman property by either purchase or condemnation the PROJECT will be restricted to the balance of acreage in the area identified for redevelopment. APPENDIX B INFORMATION AND SERVICES TO BE PROVIDED BY THE CITY The CITY agrees to provide the following information and services to the CONSULTANT on a timely basis. The completion of services to be performed by the CONSULTANT under the AGREEMENT is contingent upon the timely receipt from the CITY, at no cost to the CONSULTANT, the services, data, and reports described in this attachment. The information and services to be provided are identified in the following paragraphs. 1. The CITY shall be reasonabl9 available on a day-to-day basis to ensure timely progress of the PROJECT. 2. The CITY shall assist the CONSULTANT if requested to arrange necessary meetings with public officials and other appropriate public agencies. 3. The CITY shall obtain any necessary property appraisals for the acquisition of private property by the CITY. 4. The CITY shall obtain any legal, engineering or financial underwriting services necessary to complete the PROJECT. APPENDIX C OTHER PROVISIONS 1. Termination. The CITY and the CONSULTANT shall have the right to terminate the AGREEMENT by 10 days written notice delivered personally or by certified mail to the other party. In such event, all finished and unfinished documents and work papers prepared by the CONSULTANT shall become the property of the CITY, and the CONSULTANT shall receive just and equitable compensation and reimbursement for the work undertaken to the date of termination. If the CITY does not exercise the option to claim such documents and work papers as its property, then no fee shall be payable. In any event, any documents delivered to the CONSULTANT by the CITY shall remain the sole property of the CITY and shall be returned upon termination or conclusion of this Agreement. 2. Excusable Delays. The CONSULTANT shall not be in default by any reason of any failure in performance of this AGREEMENT in accordance with its terms, if such failure arises out of causes beyond the reasonable control of the CONSULTANT and without default or negligence of the CONSULTANT. 3. Extra Work. If requested and authorized in writing by the CITY, the CONSULTANT will be available to furnish or obtain from others, additional services. The cost and schedule for completing extra work authorized by the CITY shall be subject to negotiation between the CITY and the CONSULTANT and shall be set forth in a written amendment to this Agreement. 4. Findinos Propertv of CITY. Notwithstanding the provisions set forth in paragraph 1 above at the conclusion of this Agreement, all finished or unfinished documents, data, surveys, studies, drawings, maps, models, photographs, and reports prepared by the CONSULTANT shall at the option of the CITY, become the property of the CITY and shall be delivered to the CITY. 5. Conflict of Interest. The CONSULTANT certifies to the best of its knowledge that no CITY employee or employee or officer of any public agency interested in this AGREEMENT has any pe- cuniary interest in the business of the CONSULTANT or the AGREEMENT, and that no person associated with the CONSULTANT has any interest that would conflict in any manner or degree with the performance of the AGREEMENT. 6. Compliance with Laws. The CONSULTANT shall at all times observe and comply with all laws, ordinances and regulations of the state, federal, local and city government which may in any manner affect the performance of the AGREEMENT. 7. Personnel. All of the services will be performed by the CONSULTANT. The CONSULTANT represents that it has, or will secure at its own expense, all personnel required to carry out and perform the scope of services of this AGREEMENT. Such personnel shall be fully qualified. 8. Independent Contractor. The relationship of the CONSULTANT to the CITY is that of an independent contractor. Nothing in this AGREEMENT shall be construed so as to deem any employee or agent of the CONSULTANT to be an employee or agent of the CITY for any purpose.