9b. Project Development Coordination Agreement and Management Agreement, Senior Housing Project7
1
CITY OF 96
CHANHASSEN
690 COULTER DRIVE • P.O. BOX 147 • CHANHASSEN, MINNESOTA 55317
(612) 937 -1900 • FAX (612) 937 -5739
TO: Mayor and City Council
FROM: Don Ashworth, City Manager
DATE: September 29, 1994
SUBJ: Chanhassen Senior Housing
A notice stating that the city council would be meeting in a work session to discuss senior
housing was sent to the residential neighborhood;torth of the proposed senior housing site.
That notice shows the meeting starting at 6:00 p m which should provide time for the city
council to have a quick sandwich with the seniors t 5:30 p.m. As the residential
neighborhood has been invited, I would anticipate swung the meeting with a short overview
of the various needs analysis /proformas that Have beef carried out over the past two to three
years including the site selection disappointments than felt by various groups prior to the
time that the Johnson site surfaced.'
At our last meeting, the council authored staff to meet with Mr. Johnson to see if a
purchase price could be agreed to that 'would be within tle limits set by the proforma for the
senior housing project. Agreement was reached at a cost"' approximately $1 /sq. ft. (number
used in the proforma). Mr. Johnson would like to see the ipli cation proposed to be
submitted to the Planning ommission be a joint a hcatioAlb both himself and the city .
g J PP Y Y
Specifically, with the.city's' interest in the site as a senior housing project, he would propose
to swap the higher -density1whictivala teti orhisi rttal#bject to the west if the city
would agree to swap the.lower:tlensity,.�currez�tly �ss,Njat� Mth - the senior housing site).
This proposal should. be ,seen by the residential neighborhood as very` ""favorabie the
primary objections to the protect were previously the rental properties to the west and the '
density associated with those rental units: mMr, Johnson's propoiffl replace that higher
density with low density homeownership
previous plan. Accordingly, I would and
having a view of the new senior housing
assuredly be seen as better than the
only a relatively small number of homes
1 continue to be in opposition.
Attached please find the proforma as prepared by Gary Fields of Springsted. Gary will walk
the council through the proforma Monday evening.
it
n
Mayor and City Council
September 29, 1994
Page 2
I am attaching a copy of the typical project development coordination agreement typically
entered into by Dunbar Development Corporation and the Housing and Redevelopment
Authority. I am also enclosing a copy of a typical long term management agreement. Either
of these two could be used to develop an RFP to solicit bids from other firms. However,
quite frankly, I am unaware of another firm with the experience, reputation and
professionalism of Dunbar Construction. I am confident that the RFP process would not
produce any cost savings. At question is really one of whether a trust relationship exists
between the project manager and the client. In this case, I see the primary client being the
senior citizens themselves. I would anticipate that they would probably like to speak on this
issue.
See you Monday night.
Update (10 -6 -94)
My guess is that the council may prefer the RFP process. My concern recognizes that this is
the busiest time of the year for staff, i.e. budget, elections, closing 1994 construction projects,
etc. The RFP process will take 60 -90 days —maybe longer given the holidays. The council
will also be busy during this same time frame, i.e. work sessions on the budget, code of
ethics, city hall expansion, and interviewing candidates for all of our commissions. If the
selection does not occur until January/February, we will not have an approved site plan by the
date we are required to close with Dean Johnson. We will also, in all likelihood, lose the
1995 construction season — adding an additional 3 -4% onto project costs in 1996.
I am attaching two memorandums to the report: 1) from Springsted regarding the results of a
' similar RFP process they recently completed; and 2) a survey completed by Sherol Howard as
to opinions of our senior citizens.
IJ
I continue to believe that the selection of a senior housing project coordinator is similar to
selecting an architect, i.e. the selection should be based upon who you believe will deliver a
quality project. I continue to believe that Dunbar Development Corporation will deliver a
quality project on budget. The "Long Term Management Agreement" is not proposed to be
acted upon at this time. Approval of Dunbar Development Corporation to act as the city's
project coordinator for a senior housing project is recommended.
ZA I--k-
10/05/94 12:17 $612 223 3000 SPRINGSTED
ID 002/002
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SPRINGSTEQ
Public Finance Advisors
MEMORANDUM
TO; Don Ashworth
FROM: Gary Fields ,
DATE: October 5, 1994 '
SUBJECT: Developer RFP
In response to your request for information regarding Developer Request for Proposal's '
(RFP's) for the proposed Senior Housing project, I can offer the following.
In August, Springsted prepared and facilitated an RFP process for another Minnesota HRA.
Since they have not yet acted on their responses, I have eliminated all names (HRA and
proposers) with the exception of the Dunbar Development Corporation. Springsted invited six
firms to propose to the HRA to serve as a project coordinator in essentially the same
relationship as is currently being discussed in Chanhassen. Few development firms have had '
experience working for HRA's, consequently there were few (6) firms solicited and only three
firms responded. All of the firms that responded were high quality firms with good references
of the stature of a Dunbar Development Corporation or a Central Group Housing type. I can '
summarize the proposals in the following manner:
Proposer Dunbar #2 #3 '
Development Extensive Extensive Moderate
Experience
HRA Experience Extensive None Moderate
Cost 3% of project 2% of project 12% - Includes
Construction Fees
Senior Housing Experience Extensive Moderate Minimal
Scale of Projects Medium & Large Medium & Large Small
Target Markets Primarily Senior All Low Income &
& Market Rate Market Rate
References Good Good Good '
As can be seen from the above chart, Dunbar Development Gorporation has extensive
experience with Senior Housing as well as direct experience working with HRA's. They are '
not the lowest cost developer, although the front end fee is not the only criteria to measure the
project coordinators cost effectiveness. If working effectively with HRA's and Senior Housing
experience are the primary consideration, the choice would clearly be DDC. If lowest cost is
the sole criteria, perhaps an RFP process may be worthwhile. '
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MEMORANDUM
TO: Don Ashworth, City Manager
FROM: Sherol Howard, Senior Commission Chairperson
DATE: October 6, 1994
SUBJ: Senior Housing
On October 3, 1994, following the City Council work session regarding Senior Housing, I
polled the Senior Commission members to see what they thought of Dunbar. All the
commissioners had a very high opinion of Mr. Frank Dunbar and hoped that the City Council
would allow him to carry out the project.
The Senior Commission has met with Mr. Dunbar and seen one of the facilities his group
manages. Their knowledge of senior issues is vast. The Senior Commission spent the past 5
years visiting numerous Senior Housing Projects, examining the pros and cons of each
project. After spending 3 hours with Mr. Dunbar, at St. Therese, a project his group
manages, we realized that he is aware of all those issues. He has built and managed other
senior housing projects and has the needed experience. At the same time, he realizes that
each community is different and believes that he should work with the seniors of that
community before producing a final design. One of the statements he made which impressed
us most was, "We design buildings from the inside out." Seniors have special needs and that
statement told us that his objective is to meet those needs. This is the type of firm we have
been searching for. We strongly recommend the City Council hire Mr. Frank Dunbar's firm
to carry out the work.
g:IQlankald-b-
Dunbar Development Corporation
V0, I
f
August 3, 1994
Mr. Don Ashworth
Executive Director
Chanhassen Housing & Redevelopment Authority
690 Coulter Drive
Chanhassen, MN 55317
r
Re: Project Development Coordination Agreement I
Dear Mr. Ashworth:
This letter sets forth the agreement between the Chanhas sen Housing & Redevelopment '
Authority (the "Authority ") and Dunbar Development Corporation (the "Project Coordinator ")
concerning a planned multifamily senior development ( "Project "). '
Before proceeding too far into this project, we thought it would be a good idea to set out how we '
will work together. The essence of the relationship is that your HRA will own the project and
issue bonds to finance it, while Dunbar Development Corporation provides the development
services for a fee to be paid out of the construction financing. Although we will make ,
recommendations to you concerning different aspects involved in developing the Project, you
will be the one making the decisions concerning the development. We look forward to working
closely with you and the other members of your organization in order to provide your community '
an excellent housing Project.
'S DUTIES I
The Project Coordinator will provide the services, skill and judgment normally provided to such
a project by a private developer. We will work with the Authority, the architect and the '
construction company selected by the Authority in development of this Project. The Project
Coordinator will use best efforts in providing its development skills; and the Authority shall at all
times retain the ultimate decision making authority on all matters related to this Project. '
The Project Coordinator will provide the following services to the Authority, (also referred to I
herein as owner):
1. Site Selection As requested by the owner, consult with and represent the Owner in '
selection of the site for the Project: review, and analyze market studies and recommend to
the Owner the site or competing sites for the Project and negotiate and arrange for the
acquisition of the land required for the Project by the Owner. '
15 North 12th Street Minneapolis, Minnesota 55403 (612) 341 -0005 FAX (612) 341 -0327 1
August 3, 1994
Page 2
I 2. Predevelopment Activities Coordinate all predevelopment activities, includin g but not
limited to, surveying, soil borings, market research and financial pro forma analysis on
' behalf of the Owner.
I 3. Environmental Coordinate any required environmental reviews of the Project and obtain
all environmental permits required for the Project on behalf of the Owner.
' 4. Consultation During Project Development Negotiate an agreement with, and
schedule and attend regular meetings with, the Architect/Engineer. During the
development of conceptual and preliminary design, advise on site use and improvements,
' selection of materials, building systems and equipment. Provide recommendations on
construction feasibility, time requirements for installation and construction, and factors
related to cost including costs of alternative designs or materials, preliminary budgets,
' and possible economies.
5. Project Construction Budget Prepare a Budget as soon as major Project requirements
' have been identified, and update it periodically for the Owner's approval. Prepare an
estimate based on Drawings and Specifications at the. end of the schematic design phase
for approval by the Owner as the Project Construction Budget. Update and refine this
estimate for the Owner's approval as the development of the Drawings and Specifications
proceeds, and advise the Owner and the Architect/Engineer if it appears that the Project
' Construction Budget will not be met and make recommendations for corrective action.
6. Coordination of Contract Documents Review the Drawings and Specifications as they
' are being prepared, recommending with the Construction Contractor alternative solutions
whenever design details affect construction feasibility or schedules without, however,
assuming any of the Architect/Engineer's responsibilities for design.
' 7. Project Control Monitor the Work in accordance with the terms of the Construction
Contract, including,
' a. Establish procedures for coordination among the Owner, Architect/Engineer, and
Construction Contractor with Respect to all aspects of the project and implement
such procedures.
' b. Schedule and conduct with the Construction Contractor progress meetings at
which Owner, Architect/Engineer and Construction Contractor can discuss jointly
such matters and procedures, progress, problems and scheduling.
C. Provide regular monitoring of the schedule and the summary reports of the
Construction Contractor as construction progresses.
August 3, 1994
Page 3
8. Cost Control Develop and monitor an effective system of Project cost control. Revise
,
and refine the initially approved Project Construction Budget, incorporate approved
changes as they occur, and develop cash flow reports and forecasts as needed.
9. Permits and Fees Assist the Construction Contractor, Owner and Architect/Engineer in
obtaining all building permits and special permits for permanent improvements,
excluding permits for inspection or temporary facilities required to be obtained directly
'
by the various Trade Contractors. Assist in obtaining approvals from all the authorities
having jurisdiction.
'
10. Owner's Consultants If required, assist the Owner in selecting and retaining professional
services of a surveyor, testing laboratories and special consultants, and coordinate these
'
services, without assuming any responsibility or liability of or for these consultants.
11. Management Services The Development Coordinator will assist the Owner in
'
developing a marketing program in coordination with the management company
retained by the owner and coordinate the transition from construction to operations with
the management company.
'
2 AUTHORITY'S RESPONSIBILITIES
'
The Authority will issue revenue bonds to finance the construction and other development costs
of the Project, including the fees of the Project Coordinator. The Authority will designate a
'
representative who will have decision making authority concerning the Project and who will
work closely with the Project Coordinator, the architect and the construction company. The
Authority will pay for all necessary work done in connection with the development of the
'
Project, including surveys, environmental assessments, soil reports, city charges, legal services
related to development work, fees and expenses of the architect, marketing and management fees
and other out -of- pocket costs related to the Project whether or not initially paid for by the Project
'
Coordinator. At the option of the Authority, such costs may be reimbursed to it out of the
proceeds of the bonds. The Authority shall provide complete and timely information to the
Project Coordinator regarding the project's requirements, and regarding any other pertinent
'
information.
3. THE PROJECT COORDINATOR'S FEE
'
The Authority agrees to pay the Project Coordinator as compensation for its services a fee equal '
to 3% of the Total Development Costs as set forth in the Budget approved by the Authority at the
time of the closing of financing for construction of the Project. The fee will be paid in equal
installments during the scheduled construction period with the first payment due on the closing
of the construction financing and the remaining payments to be made on a monthly basis
beginning one month thereafter. The Authority will reimburse the Project Coordinator on a
monthly basis for all out -of- pocket expenses incurred by the Project Coordinator in connection I
August 3, 1994
Page 4
with the Project. The Project Coordinator shall submit a written list of such expenses to the
Authority which shall be paid by the Authority within ten days. The compensation of
employees, general operating expenses and overhead of the Project Coordinator shall not be
reimbursable expenses.
The Authority or the Project Coordinator may terminate this Agreement upon the occurrence of
any of the following acts or omissions by the other: (a) a material breach of its obligations
under this Agreement; (b) general assignment for the benefits of its creditors; or (c) the
appointment of a receiver on account of its insolvency. Upon the occurrence of any one or more
of said events of default, the non - defaulting party will give written notice of the default to the
other and a reasonable time, (but not less than 30 days), to cure the default prior to termination of
this agreement. If the Agreement is terminated, the Authority shall reimburse the Project
Coordinator for all of its out -of- pocket expenses incurred. In addition, if the Agreement is
terminated by the Project Coordinator for any of the reasons stated in a, b, or c above after
financing for the construction of the project has been secured, the Authority shall pay the Project
Coordinator's fee. In the event that proceedings are necessitated to enforce the terms of this
agreement, the prevailing party shall be entitled to reimbursement of its reasonable attorney's
fees, cost and disbursements herein.
' S. GENERAL MATTERS
' Neither party may assign this Agreement without the other's written consent. This Agreement
will be governed by the laws of the State of Minnesota. This Agreement may only be amended if
done so in writing and signed by both parties. Further, this agreement constitutes the entire
agreement of the parties and supersedes all prior representations, negotiations or agreements
between the parties. This Agreement shall be effective the day of ' 19
Yours very truly,
Frank C. Dunbar
President
The above is acknowledged
and accepted:
CHANHASSEN HOUSING & REDEVELOPMENT AUTHORITY
L
Its:
CHANHASSEN SENIOR DEVELOPMENT
Team Members
Owner s Issuer of bonds and owner of building
Project Coordinator a Development consultants retained by Owner to
provide coordination of development activities
Financial Advisor D Review financial assumptions and feasibility on
behalf of the Authority /City
Bond Counsel
Issues opinion that bonds are tax- exempt
Underwriter s Structures financing and sells bonds
Underwriter Counsel > Represents underwriter, assembles official
statement for sale of bonds
Trustee
Development Counsel
HRA/City Counsel
Architect
a Represents bond buyer(s). Disburses bond
proceeds including debt service payments and all
development costs through title company
pursuant to terms of bond documents.
s Drafts development contracts (Project
Coordinator, architectural, construction)
Represents City/HRA. Reviews documents on
behalf of City/HRA
Provides concept design, working drawings and
construction observation services
Contractor > Provides payment and performance bond,
guarantees construction completion date, bids
subcontractors, provides on -site supervision and
coordination of construction
Marketing and Management Provides marketing and leasing services and
ongoing operations management
Title Company Disburses bond proceeds for development costs,
collects lien waivers, provides title insurance,
coordinates real estate closing
Surveyor
Soil Testing and Environmental Review
I!- Boundary and topographic survey of site for
construction and financing
D Performs soil borings and analysis for site and
Phase I Environmental Review