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IV.6. Amended and Restated Parking Lot Improvement Agreement; (CR2016-116)November 9, 2016 Council Report 2016-116 AMENDED AND RESTATED PARKING LOT IMPROVEMENT AGREEMENT Proposed Action Staff recommends adoption of the following motion: Move to approve the Amended and Restated Parking Lot Improvement Agreement among the Hopkins HRA, the City of Hopkins and the George R. Wolff Post No. 425, Veterans of Foreign Wars of the United States (VFW). With this motion, it is understood that minor modifications can be made to the agreement that do not affect the overall intent. Overview As part of the Shady Oak Road reconstruction project, the City of Hopkins received Community Works funds to help offset the parking lost to the road project and create redevelopment opportunities. One of the eligible activities under the grant agreement with Hennepin County is to improve private parking lots. Through the agreement, the VFW agreed to contribute a portion of the easement settlement under the road project, totaling $96,000. Those funds were to be combined with Community Works funds to fund the following improvements: o Necessary water drainage structures. o A modular block retaining wall (with a fence on top of it) on the west side of the existing parking to support additional parking. o Four light standards. o Curb and gutter around the perimeter of the parking lot. o New parking lot base and asphalt. o Striping that meets all applicable city codes regarding minimum number of handicap accessible stalls. The project is now complete at a total cost of $254,100, but over the course of the project changes were made to how the money was distributed and how the work was administered. The amended agreement recognizes those changes. Primary Issues to Consider The major changes to the agreement include a change in project administration from the City of Minnetonka to the City of Hopkins, and an acknowledgement that Hennepin County held back road payment funds instead of releasing them to the VFW to be deposited with the City. Supporting Documents • Amended and Restated Parking Lot Improvement Agreement ___________________________ Kersten Elverum Director of Planning & Development Financial Impact: $____0____Budgeted: Y/N ____ Source: ____________ Related Documents (CIP, ERP, etc.): __________________________________ Notes: ___________________________________________________________ 488775v2 AMB HP145-9 1 AMENDED AND RESTATED PARKING LOT IMPROVEMENT AGREEMENT This Amended and Restated Parking Lot Improvement Agreement (the “Restated Agreement”) is made and entered into by and between the Hopkins Housing and Redevelopment Authority, a body corporate and politic under the laws of the state of Minnesota (the “HRA”), the city of Hopkins, a municipal corporation under the laws of the state of Minnesota (the “City”), and the George R. Wolff Post No. 425, Veterans of Foreign Wars of the United States, a Minnesota non- profit corporation (“Post 425”). RECITALS WHEREAS, the parties hereto entered into an agreement dated October 4th, 2013 (the “Prior Agreement”), a copy of which is attached hereto as Exhibit A; and WHEREAS, the Prior Agreement identified various roles and responsibilities of the parties with respect to certain infrastructure improvements; and WHEREAS, the parties’ roles under the Prior Agreement have significantly changed to the extent that the parties hereby wish to enter into this Restated Agreement for the purpose of amending and restating their agreement; and WHEREAS, the parties desire to supersede the Prior Agreement with respect to certain duties and obligations contained therein. NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is expressly acknowledged herein, the parties hereto agree as follows: 1. Property. Post 425 is the fee owner of real property which is located at 100 Shady Oak Road, Hopkins, Minnesota, and which is legally described in Exhibit B, attached hereto (the “Property”). 2. Project Scope. In accordance with a road project, Hennepin County acquired certain right of way near the Property. By separate agreement, Hennepin County agreed to pay Post 425 $233,200.00 for various easements over the Property. Based on various responsibilities to be undertaken by the HRA under the Prior Agreement, Post 425 agreed to expend $96,000.00 for improvements to parking lot improvements located on the Property. 3. Cooperative Agreement. The HRA had previously entered into a cooperative agreement with the city of Minnetonka (“Minnetonka”), the Hennepin county housing and redevelopment authority (“HCHRA”), the city of Hopkins (the “City”), and the Minnetonka economic development authority (the “Minnetonka EDA”) (collectively the “Cooperative Agreement”). Such Cooperative Agreement was dated November 16th, 2012. 488775v2 AMB HP145-9 2 4. Project Management. Whereas the Prior Agreement stated that Minnetonka would be the project manager, the parties have agreed that the City of Hopkins will act as the project manager, and has so acted since the project began. Therefore, the City of Hopkins shall undertake all responsibilities, as reasonably practicable, as were assigned to Minnetonka under the Prior Agreement. 5. Parking Improvements. All of the parking improvements, including timelines and contingencies, contained in the Prior Agreement, shall be conducted by the City of Hopkins as the project manager. To the extent possible, the City of Hopkins shall abide by the contract terms set out in the Prior Agreement. 6. Payment. The Prior Agreement contemplated a lump-sum payment from Hennepin County to Post 425 of $233,000, which amount represents a full and complete payment of the amounts due under the Prior Agreement. However, Hennepin County has retained $96,000 from that amount, which amount represents such amount as shall be used for the parking improvements. To receive payment, the City must complete the necessary work, and then apply to Hennepin County for reimbursement. 7. Grant of License. Post 425, in the Prior Agreement, granted to Minnetonka a license to use the parking area delineated therein for purposes of constructing the parking improvements. By executing this Restated Agreement, Post 425 grants to the City the same license, in all respects, as that granted within the Prior Agreement. 8. Applicability of Prior Agreement. The parties hereto agree that the intent of this Restated Agreement is to modify various critical terms related to the parking lot improvements. Because of that, certain items contained in the Prior Agreement have been specifically amended herein. However, where possible, the Prior Agreement shall remain in force and effect, with the changes noted herein, specifically the change of responsibility with respect to project management activities and payment. The parties further agree to give full effect, where reasonably possible, to the terms and spirit of the Prior Agreement. Finally, where two provisions directly conflict between the Prior Agreement and this Restated Agreement, this Restated Agreement shall prevail. 9. Duty to Participate. Given the nature of the change in funding for the parking lot improvements, whereby the City is required to complete the work and then seek reimbursement from Hennepin County, Post 425 hereby expressly agrees that it will take any reasonable and necessary steps to assist the City in securing such reimbursements. Should Post 425 fail to take such reasonable and necessary steps, and the City is not reimbursed, Post 425 agrees to repay those non-reimbursed amounts to the City. [Remainder of Page Intentionally Left Blank] 488775v2 AMB HP145-9 3 IN WITNESS WHEREOF, this Restated Agreement has been executed by the parties hereto as of the date set forth above. HOPKINS HOUSING AND REDEVELOPMENT AUTHORITY By: ____________________________ Its: ____________________________ By: ____________________________ Its: ____________________________ CITY OF HOPKINS By: _____________________________ Molly Cummings Its: Mayor By: ______________________________ Michael J. Mornson Its: City Manager GEORGE R. WOLFF POST NO. 425, VETERANS OF FOREIGN WARS OF THE UNITED STATES By: ____________________________ Its: ____________________________ By: ____________________________ Its: ____________________________ 488775v2 AMB HP145-9 A-1 EXHIBIT A PRIOR AGREEMENT 488775v2 AMB HP145-9 A-2 488775v2 AMB HP145-9 A-3 488775v2 AMB HP145-9 A-4 488775v2 AMB HP145-9 A-5 488775v2 AMB HP145-9 A-6 488775v2 AMB HP145-9 A-7 488775v2 AMB HP145-9 A-8 488775v2 AMB HP145-9 A-9 488775v2 AMB HP145-9 A-10 488775v2 AMB HP145-9 A-11 488775v2 AMB HP145-9 A-12 488775v2 AMB HP145-9 B-1 EXHIBIT B LEGAL DESCRIPTION OF PROPERTY [Insert Legal Description of Property]