HomeMy WebLinkAbout2001 04-02 EDAP EDA SPECIAL SESSION
City of Brooklyn Center
April 2, 2001 AGENDA
1. Call to Order
2. Roll Call
3. Commission Consideration Item
a. Resolution Approving Amended and Restated Development Agreement
• Requested Commission Action:
- Motion to adopt resolution.
4. Adjournment
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03r City of Brooklyn Center
A Millennium Community
To: Mayor Kragness and Council Members Lasman, Nelson, and Peppe
From: Michael J. McCauley
City Manager
Date: March 30, 2001
Re: Requested Additional Changes by Talisman
Attached please find a letter from James Schlesinger outlining his request to change the
language of Article II section 11.2 (11) to count certain "soft costs" toward his
$50,000,000 construction costs. Mr. Schlesinger indicated over the telephone that he
erred by not understanding /catching the import of the way that section was drafted. The
purpose of that section is to insure a certain level of expenditure and to disallow
expenditures that were paid to Talisman itself. The amended language for your
consideration continues that methodology by requiring payment to third parties. In one of
the prior budgets, significant costs were listed that were not felt to be appropriate for
inclusion in quantifying the level of expenditures.
. The proposed new Exhibits D and E are responses to my letters several weeks ago to
Talisman that Talisman insure that the exhibits were correct. Since they were just
received today, I have not had an opportunity with Director of Fiscal & Support Services
Director interviews to fully review them. I will provide additional analysis on Monday
evening.
6301 Shingle Creek Parkway Recreation and Community Center Phone & TDD Number
Brooklyn Center, MN 55430 -2199 (763) 569 -3400
City Hall & TDD Number (763) 569 -3300 FAX (763) 569 -3434
FAX (763) 569 -3494 )y
TALISMAN COMPANIES, L.L.C.
COMMERCIAL DEVELOPMENT, LEASING & MANAGEMENT
March 27, 2001
Via Facsimile and FedEx
Mr. Michael J. McCauley
City Manager
City of Brooklyn Center
6301 Shingle Creek Parkway
Brooklyn Center, MN 55430 -2199
Re: Brookdale Center
Dear Mike:
In response to your request as to an anticipated cost breakdown for the redevelopment of
Brookdale Mall, the following details these costs for Group I:
1. Remodeling/Expansion $18,750,000
�
2. Relocation/Termination of Leases $ 317,000
3. Payments to Department Stores $11,760,000
4. Tenant Improvement Disbursements $11,880,000
5. Financing Costs $ 4,300,000
6. Interest Carry during Construction $ 1,200,000
7. g
Architecture/En g ineerin $ 1,500,000
8. Leasing Legal $ 200,000
9. Construction Management Fees $ 400,000
10. Construction Engineers/Inspections $ 200,000
Total $50,507,000
In addition, the following other costs have or will be expended, referred to as Group II:
1. Acquisition $25,000,000
2. Costs to Acquire $ 1,500,000
3. Travel Costs $ 650,000
4. Legal $ 600,000
5. Other Miscellaneous Costs (Grand Opening, etc.) $ 6,000,000
Total $33,750,000
1500 SAN REMO AVENUE, SUITE 135 • CORAL GABLES, FLORIDA 33146 • (305) 662 -9559 • Fax (305) 662 -9616
March 27, 2001
Page Two
The total cost of the project is $84,000,000. Talisman and its partners are contributing
$26,500,000 in cash equity plus a $2,000,000 escrow for cost overruns. As you can
observe, this is significantly more investment than the original contemplated $10,000,000
investment.
Talisman respectively request that those items listed as Group I costs, and as verified on
audit, be counted toward satisfying the $50 million requirement as specified in Article II,
Section II.2 (11) of the TIF Development Agreement.
Thank you for your prompt attention to this matter.
Yours very truly,
Talisman Brookdale, LLC
es A
President
Enclosures
1500 SAN REMO AVENUE, SUITE 135 • CORAL GABLES, FLORIDA 33146 • (305) 662 -9559 • Fax (305) 662 -9616
Member introduced the followin g resolution and moved its
adoption:
EDA RESOLUTION NO.
RESOLUTION APPROVING AMENDED AND RESTATED DEVELOPMENT
AGREEMENT
WHEREAS, the Economic Development Authority of Brooklyn Center, Minnesota
(the "EDA "), has heretofore entered into a Development Agreement dated February 22, 2000 (the
"Original Development Agreement "), by and between the EDA and Talisman Brookdale, LLC, a
Delaware limited liability company (the "Developer ") with respect to the renovation of the
Brookdale Mall (the "Project "); and
WHEREAS, the Developer has requested certain changes to the Original
Development Agreement, which changes are necessary to accommodate the Developer in obtaining
financing for the Project, which changes are more particularly set forth in an Amended and Restated
Development Agreement approved by the EDA on December 21, 2000 (the "Restated Development
Agreement "); and
WHEREAS, the Developer has also requested additional changes to the agreement.
NOW, THEREFORE, BE IT RESOLVED by the EDA in and for the City of
Brooklyn Center as follows:
L The changes to the Amended and Restated Development Agreement, in substantially the
form set forth in the attachments to this Resolution as Exhibit E, Exhibit D, and page 7 of the
Amended and Restated Development Agreement, are hereby approved and the President and
Executive Director are hereby authorized to execute the Amended and Restated Development
Agreement with such changes.
Date President
The motion for the adoption of the foregoing resolution was duly seconded by member
and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
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EXHIBIT E
DESCRIPTION OF DAYTON'S MINIMUM HAPROVEMENTS
The following are the minimum improvements that are expected to be performed by
Dayton's in the remodeling of the store. The Dayton's intent is to redesign the entire store
for the re- merchandising and reconfiguration of the store in order to update the store to
current Dayton's standards as included in their other local stores.
Replace and refurbish existing lighting to the new store layout design.
Construct new partitions and modify adjacent construction as required by the new store
design.
Painting and new wall covering materials on walls and columns to the new store design.
Remove existing floor materials and replace with new hard floor materials as part of the
new store design.
Install all new electrical and mechanical to current code requirements.
Furnish and install all new store merchandising and counter fixtures to the new store
design.
Revise the HVAC system distribution as required by the new store design.
Revise the building to comply with the current code requirements as applied to the new
. work required by the new store design.
Doc.bdc0017
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EXHIBIT D
DESCRIPTION OF MINIMUM IMPROVEMENTS
Doc.B26
The following is a brief description of the minimum improvements that are contemplated as part of the
redevelopment of Brookdale Center.
A. Out Parcel (Future Improvements: improvement based on tenant leasing)
P � P
Construct new retail and /or restaurant buildings with approximately 54,850 SF of added GLA on the four
out parcels approved through the PUD process.
B. Existing Center Common Mall Areas:
1. East Mall:
a) Demolition of portions and refinish other areas of the existing ceiling system.
b) Install new skylight system.
c) Install new hard ceiling and lighting system
d) Install new column enclosures and tile finishes.
e) Install new tenant demising piers as required and refinish existing to the new design and finishes.
f) Install new hard floor tile and base
g) Paint all existing and new drywall surfaces.
h) Revise existing heating and cooling system to new ceiling configuration.
i) Install underground electrical service and telephone conduit for new kiosks and retail
merchandising units.
j) Install underground water and sanitary sewer to new kiosk locations
• k) Provide the Kiosks and Retail Merchandising Units.
1) Install interior landscaping
2. Arcade ( Mervyns — J.C. Penny) Mall:
a) Existing ceiling system to remain and be repainted to new d6cor.
b) Install new column tile finishes.
c) Refinish existing neutral piers with new ceramic the and paint.
d) Install new hard floor tile and base
e) Paint all new and existing drywall surfaces.
f) Install underground electrical service and telephone conduit for new kiosks and retail
merchandising units.
g) Provide the Kiosks and Retail Merchandising Units.
h) Install interior landscaping
3. Central Mall:
a) Demolition of portions and refinish other areas of the existing ceiling system.
b) Install new skylight system.
c) Install new hard ceiling and lighting system
d) Install new column enclosures and tile finishes.
e) Refinish existing neutral piers with new ceramic tile and paint.
f) Install new hard floor tile and base
g) Install underground electrical service and telephone conduit for new kiosks and retail
merchandising units.
h) Install underground water and sanitary sewer to new kiosk locations
i) Provide the Kiosks and Retail Merchandising Units.
j) Paint all new and remaining drywall surfaces.
k) Revise existing heating and cooling system to new ceiling configuration.
4. South Side Lane adjacent to J.C. Penney
. a) Refinish existing common area hard ceiling systems
b) Paint all drywall surfaces.
c) Refinish existing neutral piers with new ceramic tile and paint.
d) Install new hard tile flooring and base.
e) Install interior landscaping
C. New Construction:
1. West End Addition (North of SEARS)
a) Demolition of the existing building including the tenant spaces, common area and entrances
b) Demolition of the mall maintenance and storage building.
c) Perform asbestos abatement of the existing building area.
d) Install new structural steel framing for addition.
e) Install new metal roof deck.
f) Install new roofing system
g) Install new entrance fagade E.F.I.S. materials.
h) Install new entrance doors including handicapped access door equipped with assist operators
i) Install new Brookdale exterior signage.
j) Install new Food Court exterior signage
k) Install new common area hard and acoustical ceiling systems
1) Install new lighting and cove lighting systems.
m) Install new HVAC systems for the added areas.
n) Install new wall finishes of drywall and finish paint.
o) Install underground electrical service and telephone conduit for new kiosks and retail
merchandising units.
p) Install underground water and sanitary sewer to new kiosk locations
q) Provide the Kiosks and Retail Merchandising Units.
r) Install new tenant neutral piers.
s) Install new hard tile flooring and base.
t) Install under slab utilities for future fountain feature in mall court area.
u) Install interior landscaping
v) Construct food court tenant spaces
w) Construct a food court with interior special finishes
x) Furnish the food court with necessary tables and chairs.
y) Construct common area toilet rooms adjacent to the Food Court area.
z) Enlarge the electrical service to accommodate the expanded area.
aa) Provide special exterior finishes at the Barnes & Noble mini -anchor space.
bb) Install a new 750 KW emergency generator system for the fire alarm system and for smoke
control.
2. North Side Entrance (adjacent to Dayton's)
a) Demolition of existing mall entrance
b) Install new structural steel framing for addition.
c) Install new metal roof deck.
d) Install new roofing system
e) Install new entrance fagade of E.I.F.S material.
f) Install new entrance doors.
g) Install new Brookdale exterior signage.
h) Install new common area hard and acoustical ceiling systems
i) Install new lighting and cove lighting systems.
j) Install new HVAC systems for the added areas.
k) Install new wall finishes of drywall and finish paint.
• 1) Install new tenant neutral piers in new construction area.
m) Refinish existing neutral piers with new ceramic tile and paint.
n) Install new hard tile flooring and base.
• o) Install interior landscaping
3. South Side Lane Entrance (adjacent to Dayton's)
a) The approved expansion area is designated as a future large box tenant
b) Refinish existing common area hard ceiling systems
c) Paint all drywall surfaces.
d) Refinish existing neutral piers with new ceramic tile and paint.
e) Install new hard tile flooring and base:
f) Install interior landscaping
D. General Interior Building Work and Systems Upgrades
a) Install a new fire alarm system for the common area
b) Install the new fire alarm system to accommodate all existing tenant spaces to be connected as the
tenants perform a remodeling of their spaces.
c) Install "Quick Response" type sprinkler heads throughout the mall and in all new tenant spaces.
d) Require that all tenants in existing spaces install Quick Response type heads in their tenant spaces
during their renovation of the space.
e) Perform asbestos abatement in the Central and East Courts as determined by the environmental
consultant.
f) Perform asbestos abatement prior to any tenants beginning new construction in the existing tenant
areas.
E. Site Work
a) Perform site excavation, fill and grading in the new construction areas.
b) Perform site paving, striping and signage in the new construction areas.
c) Install new light standards in new construction areas to conform to the revised building layout.
d) Install new sidewalks and curbs in the new construction areas.
e) Install new landscape and irrigation in the new construction areas.
f) Relocate all existing gas, electric, sanitary and storm lines to accommodate the new construction
areas.
g) Remove all existing utilities from within the new building pad areas.
h) Relocate the existing mall fuel oil tank to accommodate the new North side construction area
adjacent to Dayton's.
i) Perform demolition of the existing J.C. Penney automotive building (TBA).
j) Construct new pavement and parking spaces in the TBA area.
k) Install a new 42" storm sewer line and manholes to accommodate the capture of the East paved
area storm water and tie it into the existing storm water management manhole and system.
END
•
• nuisance, or public safety problems which may arise in connection
with the construction and operation of the Project.
(11) The Developer will expend at least $50,000,000 on the
capital costs of construction of the Minimum Improvements,
payments to the owners of the Anchor Tenants for remodeling
costs, acquisition of the Penny's store, and demolition costs of
Development Property or Adjacent Property, which costs are
exclusive of equipment or other personal property and any "soft
costs" such as architectural, engineering, management,
administrative overhead, financing and legal costs, except that
payments made by Developer to unrelated third parties not to
exceed $7,800,000 for arr.hltectural /enaineerina fees, legal costs
directiv related to leasina, construction management, and
construction enaineerina and inspection will be considered
capital costs of construction for purposes of this section (11).
(12) The construction of the Minimum Improvements has
commenced on or before March 1, 2000, and barring Unavoidable
Delays, the Minimum Improvements will be substantially completed
by August 15, 2002. Notwithstanding the foregoing, the Developer
represents that the Development Property will have a market value
of at least $45,000,000 as of January 2, 2003.
(13) The Developer has received assurances from the owner
of the Daytons store located on the Adjacent Development Property
that the construction of the Daytons Minimum Improvements will
commence on or before March 1, 2002, and barring Unavoidable
Delays, the Daytons Minimum Improvements will be substantially
completed by March 30, 2003. Notwithstanding the foregoing, the
Developer represents that the Adjacent Development Property will
have a market value of at least $30,000,000 as of January 2,
2004.
(14) No part of the Development Property shall be leased or
used as for an adults -only entertainment center, adults only
bookstore, adults -only motion picture theater, massage parlor,
rap parlor or sauna, and the Developer covenants and agrees that
its objective in developing the Development Property include the
preservation of a wholesome and first class, quality image for
the Development Property and Developer shall not cause the
Development Property to be used for any event or other purpose
which is inconsistent with decency and good taste.
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988288.9 7