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88-1196 M4HITE - C�TV CLERK C�uACll `/ V�// �/ PINK - FINANCE GITY OF SAINT PAUL CANARV - DEPARTMENT J\ / /�.. BLUE - MAVOR File NO. �l D �� lCJ �'o ncil Resolution � -;f� . < <J,. Presented By � Referred To �U�!l�l� d- E�►•1 �1��1- Committee: Date � ` '? �`� Out of Committee By Date RESOLVED, that the Mayor and other required and/Or legally appropriate city officials are hereby authorized to execute the attached contract between Saint Paul Fire and Marine Insurance Company and the City of Saint Paul immediately upon and after approval of the necessary street vacations as provided for in such contract. COUNCIL MEMBERS Requested by D artm {�f: Yeas Nays Dimond Lone [n Favor Goswttz � �� Rettman � _ Against BY , Saoaea Wilson AUG — `t h7NY Form Appr e by City Atto ney Adopted by Counci!: Date • �/?f� Certified Pass d C ncil Sec y By � gy. Approv d by 1�lavor: Da ...�G_ 1988 Appro Mayor for Sub ' Ncit B P�9+.►�� r.J �: ;. � 1988_ . ��-����0 X P.E.v. N° 013143; DEPARTMENT - Bob Si:mon CONTACT NA?iE . 228-3214 PHONE ;� July 11. 19$$ DATE . � ASSIGN �L'+R FUR R,�UTYI�G � (See reverse side.) � �,�' �����- 1 Delartment Director _3__ Mayor (or Assistant) _ Finance anck ldanagem t ervices Director 4, City Clerk Budget Director ��City Attorney _ ' TOTAL .NUi�8E8 OR SIGNATURE PAGES: (Clip all� locations for signature.) tiHST WILL BB AC�IEVED BY TAKING ACTION N THE ATTACHED MATERIl�LS? (Purpose/Rationale) > The approval of the attached resolution will authorize the execution of the Sixth Street rea]:ignment agreement between the Se. Paul �'ire aad Ms.rine In�nrance Company (St. Paul Co.) aud tne C�ty of St. Paul. The agxeement provide� for the exchaxige of land, subject to approval of certain street vacations by the city, for congCru�tion of new Sixth Street by the City of St. Paul aud the development of a new headquarters for St. Paul Co. ' . COST�BENEFIT. BUDGETARY, AND PERSONNEL IMPACTS ADITICIPATED: RECEIVED ' JUL 131988 INAYOR'S OFFICE FINANCING SOURCE AND BUDGET ACTIVITY NUMBER CHARGED OR CREDITED: ' (btaqor's signature not required if under $10�000.) , Total Amount of Transgction: Activity Number: Fundi.ng Source: Council Research Center. �TTACH1�tENTS: (List and number all attachments.� JUL 131� (_l� �esolution (�) S:Lxth Street Realignment Agreement � ADMINISTRA'�,IVE PRQCEDURES ' � _Yes X No Rules, Regulations, Procedures, or.Budget Amendment required? • _Yes X No If yes, are they or timetable attached? DEPARTMENT REVIEW GI�Y ATTORNEY REVIL�Si X Yes _No Council resolution required? Reso3;ution required? X Yes No _Yes _No Insurance required? Insurance sufficient� _Yes _No Yes No Insurance attached? . . • L� L�-I l 7� , ' � G,� ��� . �°�� 6-28-88 SIXTH STREET REALIGNMENT AGREEMENT This Agreement is made this day of June, 1988, by and among St. Paul Fire and Marine Insurance Company, a Minnesota corporation ("SPC") , the City of Saint Paul ("City") . WHEREAS, City is the owner of the public right-of-way designated as West 6th Street between Sth and Washington Streets in the City of Saint Paul; and WHEREAS, SPC is the owner of the property legally described in Exhibit A attached hereto and made a part hereof; and WHEREAS, City is desirous o£ reconfiguring 6th Street; and WHEREASi SPC is desirous of reconfiquring and consolidating its property in the vicinity of its headquarters building for the purpose of removing blighting uses and redeveloping now-vacant and underutilized property. NOW, THEREFORE, the parties agree as followsz 1. SPC Dedication. SPC hereby agrees, subject to the terms and conditions hereof, to dedicate, grant, bargain, quit claim . and convey unto City, its successors and assigns, all of its right , title and interest , to have and to hold for any la wful public use, the Parcel defined in Exhibit A attached hereto and made a part her.eof ("Parcel 1") , said Parcel 1 being exchanged for property of like kind as described in Paragraph 2 below. 1 � �:i,r� 2. City Conveyance. City hereby agrees, subject to the terms and conditions hereof, to take the steps necessary to initiate and complete the proceedings required by law for the vacation of the parcel defined in Exhibit B attached hereto and made a part hereof ("Parcel 2") , and upon compl:etion thereof to grant, bargain, quit claim and convey to SPC, its successors and assigns, all of its right, title and interest, to have and to hold for productive use, said Parcel 2 being exchanged for property of a like kind as described in Paragraph 1 above. 3. Consideration. The parties stipulate and agree that the land to be conveyed by the City in Parcel 2 is larger in area than that received by the City in Parcel 1. As consideration for the disparity in land area , and as part of the considerationfor the various undertakings and promises in this entire Agreem ent, SPC agrees to keep the City informed as to the design of improvements to be constructed on SPC property. As further consideration, SPC will collaborate with the City to redesign Hamm Plaza at no cost to the City b�r providing design and engineering funding, including the fee of Kohn Pedersen Fox Associates, Inc. (SPC's architect) and the fee of an independent public artist to be jointly selected by SPC and by the City. The City and SPC will jointly prepare a set of goals, objectives, and procedures for the artist and architect for the development of the design. The contract with the artist will be prepared by SPC and subject to City approval . 2 , . __.��..�.....�.............:.........�,_.,.�..���,_.--..,.,.._..,.,.^....,..,_.._,.,�� �_,�--.�....,R.......�..A,._...�...9..-_.,� _.. , G���`r�� Ongoing design approval will be shared by the City and SPC except for those design elements for which the City must retain responsibility because they affect the use of the site as public property; these would include elements affecting public accessibility and general safety and health issues. SPC shall provide funding in an amount not less than $500, �00 and not more than $900,000 for all costs of site preparation, construction of new improvements on the site (based upon approved design plans) and for public improvem ents to Washington Street between West 7th Place and West 6th Street affected by the Hamm Plaza reconstruction. SPC and the City hereby agree that the value of the disparity between Parcel 2 and Parcel 1 shall be deemed to equal the amount of the expenditures by SPC on all phases of the plaza design and construction. SPC agrees that the process of selecting an independent artist to collaborate with 5PC's architect will beqin upon the approval of this document and further agrees that the design of Hamm Plaza will be completed on or before December 3I , 1989, in time to com plete construction of improvem ents to Hamm Plaza on or before the final occupancy of SPC's new office developmen� scheduled for Spring, 1991, subject to governmental approvals and matters outside the control of SPC. SPC hereby agrees that City conveyance of Parcel 2 to SPC shall constitute full consideration for SPC's conveyance o€ Parcel 1 to City, and City hereby agrees that eonveyance of 3 _�._�_....._�.�..,....�....._... .._: _ ����� Parcel T to it together with the foregoing commitments concerning Hamm Plaza shall constitute full consideration for its conveyance of Parcel 2 to SPC. It is further agreed that there is no "boot" in this transaction pursuant to Section 1031(d) of the Internal Revenue Code; and that further com pensation for the land shall be made a condition of the vacation resolution required by law and Paragraph 2 above. �4. SPC's Representations and Warranties. SPC hereby represents and warrants to City that: (a) It is a corporation duly organized , validly existing and in good standing under the laws of the State of Minnesota , and has all requisite power and authority to execute and deliver this Agreem ent and to carry out its obligations under the transaction contemplated hereby; (b) The execution, delivery and per€ormance of this Agreement and the documents contemplated hereby have been or will be on or before closing duly and validly authorized, and SPC has taken all necessary corporate action to � authorize the execution, delivery and performance of this Agreement. (c) The execution, delivery and performance of this Agreement and the documents contemplated hereby by SPC will not conflict with SPC's Certificate of Incorporation or By= Laws or result in a breach or violation by SPC of, or constitute a default by SPC under any agreert�ent, instrument 4 . . ��-�rv� or obligation to which SPC is a party or by which it or any of its property is bound or violate in any material respect any perm it, judgment, order , writ, decree, injunction, statute, rule or regulation binding on SPC; and (d) There is not now or nor will there be at closing any (i) pending governmental, administra�ive or arbitration proceeding or investigation of which SPC has received written notice; (ii) litigation pending or, to the knowledge of SPC, threatened in writing , or any unsatisfied arbitration awards or judicial orders, or (iii} pending complaints, charges, petitions or claims of which SPC has received written notice ( including, without limitation, labor grievances, unfair labor practices, violation of human rights or anti=discrimination laws or orders or Federal Trade Com mission investigations) which adversely affect or would adversely affect said Parcel 1 or .any portion thereof, or the condition, value or transferability thereof, or which would adversely affect the ability ot SPC to gerform its obligation under this Agreement. 5. City's Representation and Warranties. City hereby represents and warrants to SPC that: (a) It is a duly constituted municipal corporation organized and existing under the laws of the State of Minnesota and has all requisite po wer and authority to 5 . - ' ���"/fq� execute and deliver this Agreement and to carry out its obligations under the transaction contemplated hereby; (b) The execution, del ivery and performance of this Agreement have been or will be at closing duly and validly authorized by the City Council and such other appropriate representatives and bodies of City as are required by City Charter, state or other law, ordinance, code or regulation, to authorize the execution, delivery and perform ance -of this Ag reemen t; (c) The execution, delivery and performance of this Agreement are permitted under its City Charter as a municipal corporation and will not res�lt in a breach or violation by City of, or constitute a default by City under any aqreement, instrument or obligation to which City is a party or by which it or any of its property is bound or violate in any material respect any permit, judgm ent, order, � writ, decree, injunction, statute, rule or regulation binding on City; and (d) There is no pending county, state or federal governmental, administrative or arbitration proceeding or investigation of which City has received written notice; (i) litigation pending or, to the knowledge of City, threatened in writing , or any unsatisfied arbitration awards or judicial orders, or (ii) pending complaints, charges, petitions or claims of which City has received written 6 . . . ����� notice (including , without limitation, labor grievances, unfair labor practices, violation of hum an rights or anti- discrimination laws or orders or Federal Trade Commission investigations) which adversely affect or would adversely affect said Parcel 2 or any portion thereof or the. condition, value or transferability thereof, or which would adversely affect the ability of City to perform its obligation under this Aqreement. - 6. Conditions to Closing. a. SPC T i tle I nsurance. S PC shal l prov ide to Ci ty a commitment for a policy of title insurance satisfactory in form and content to City for said Parcel 1, such commitment to be presented to City at the closing of this Agreem ent. It is understood that the following exceptions to title shall not be a basis to withhold approval of tfie farm and content of the commitment: (i) Real estate taxes due and payable in the year I989 and thereafter. ( ii) Special assessments levied in the year 1988 and thereafter. (iii) Term s and conditions contained in any resolution vacating West Sixth Street. ( iv) Terms and conditions contained in any deed of conveyance from the City of Saint Paul in connection with the vacation of West Sixth Street. b. CitY Legislative Approval. Prior to closing, the City Council shall have taken steps necessary for valid approval of the vacation of Parcel 2 and acceptance of the 7 _�_.....�_._� • _ _._..�._._...�...,.,o....�.__�______ _ • �.����� ded ication of Parcel 1. SPC hereby agrees to cooperate in any vacation proceedings, and to comply with all the conditions imposed in the vacation resolution as required by Section 13GJ.GJ4 of the St. Paul Legislative Code, includirig, but not limited to, costs required for the relocation of public or private utilities, if any, as and to the extent required by law or franchise; the reservation of easements for utilities; and the filing of a bond or undertaking as required by law. 7. Indemnification � SPC. SPC agrees to inde�nify and hold City harmless against all losses and damages and all. claims, demands, actions, costs (including reasonable attorneys' fees) and fines of any kind arising from its ownership or use of Parcel 1 prior to the City's ownership and to the time of closing , any such losses and damages , claims , demands , actions , costs (including reasonable attorneys' fees) and fines of any kind to be City's sole responsibility thereafter. 8. Indemnification � City• City agrees to indemnify and hold SPC harmless against all losses and dam ages, claims, demands, actions, costs (including reasonable attorneys' fees) and fines of any kind arising from its use of Parcel 2 for street purposes prior to the tim e of closing, any such losses and damages , claims , demands , actions , costs ( inclnding reasonable attorneys ' fees) and fines of any kind to be SPC' s sole responsibility thereafter. 8 _ _ . ��fl�� 9. Cleveland Circle Easement. SPC hereby agrees to grant to the City an easement, as more particularly described in Exhibit C, over their property adjacent to Cleveland Circle for the purpose of installation, maintenance and repair by the City of public improvements and plantings ("Improvements") . The design, plans and specifications of the Improvements are subject to review and approval by SPC. The City shall defend, indemnify and hold SPC harmless during the term of the easement against all losses, damages, claims, demands, actions, costs (including reasonable attorneys' fees) and fines of any kind arising from the installation, maintenance and repair of the Improvements. The easement shall terminate upon notice by the City to SPC that the City no longer will be responsible for indemnification or for the maintenance and upkeep of the Improvements , and SPC shall have the right retain the Improvements in an "as is" condition, for whose maintenance and upkeep SPC shall thereafter be liable. 10. Notices. Any notice , demand , request , consent , approval, designation, or other communication which either party is required to or desires to give or make or communicate to the other party shall be in writinq and shall be given or made or communicated by personal delivery to an officer of the recipient or by United States zegistered or certified mail, return receipt requested , addressed in the case of SPC to : 9 ___. ___ _ ._�._.�.,.�,...., - • � . ..__.�_ �,..,_........�._..._....�.�.....w.._,..._.,��__�._._�__�.-..�.._. ����� St. Paul Fire and Marine Insurance Campany 385 Washington Street Saint Paul, MN. 55102 Attn: Ward C. Schendel, Senior Legal Officer and in the case of the City to : . Department of Planning and Economic Development City Hall Annex 25 West Fourth Street Saint Paul , MN. 55102 Attn: Executive Director subject in each case to the right of either party to designate a different address by notice similarly given. Any notice or other communication so personally delivered or sent shall be deemed to have been given, made or communicated , as the case may be, on the date the sam e was personally delivered , or, in the case of mailing, on the da�e on which such notice of communication was received by the addressee. 11. Governing Law. This Agreement shall be interpreted , construed , and enforced, and the rights and obligations of the parties governed in accordance with the laws of the State of Minnesota. 12. Entire Agreement. This Agreem ent represents the entire agreement between SPC and City, and supersedes aTl � prior obligations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both SPC and City. 10 . . - " t��"d"/IYS� IN WITNESS WHEREOF, the parties have hereunto caused these presents to be executed and delivered on the day and year first above written. ST. PAUL FIRE AND MARINE INSURANCE COMPANY i �� By � :h-�.� � ��-� Its Executive Vice President And � ��— Approved as to Form and CITY OF SAINT PAUL Content: . B Assistant City Attorney Its May r . By Its City Clerk By Its Director, Department of Finance and Management Services 11 , . __-...�.. -�_�...,,,g,�.,."�..� _ _.<.R..�.,... __.._.r.. . - • ����9� GRANT OF EASEMENT WHEREAS, the St. Paul Eire and Marine Insurance Company, a Minnesota corporation, hereinafter called "Grantor°, is the owner in fee of that land more particularly described in Exhibit 1 attached hereto, hereinafter called "Grantor' s Property"; and WHEREAS, Grantor has agreed with the City of Saint Paul to grant an easement for the purposes of installation, construction, maintenance, operation and repair and/or replacement of public improvements and landscaping on Grantor' s Property; and WHEREAS, the goal of such easement and consequent -public improvem ents is the beautification of the City and adjacent newly constructed Cleveland Circle as a principal freeway gateway to the �City; now, therefore, Pursuant to the aforesaid agreem ent, and in consideration of the sum of One Dollar ($1.00) and other consideration, receipt of which is hereby acknowledged , Grantor, for itself and its successors and assigns does hereby grant unto the City of Saint Paul , a m unicipal corporation, an easem ent over Grantor's Property, the location of which easement is described as follows: EXHIBIT C 12 _ , {�_�l��� . . The easem ent is granted to permit the City to construct, install , operate and maintain, repair and/or replace public improvements and landscaping on the easement area, with all access necessary to carry out said operations or work, together --- with public pedestrian access to use such improvem ents as are appropriate for sitting, standing or walking on. Public use of the pedestrian area is expressly made subject to such reasonable police power m easures regarding use of the easement area and publ ic conduct thereon as the Council of the City of Saint Paul may froan time to time determine by ordinance. The easem ent granted herein shall terminate upon written notice by the City that it will no longer be responsible for indem nification of the Grantor, nor for maintenance and repair af the improvements and landscaping. In the event of such termination, the City shall (a) furnish a release of such easement to the Grantor, and (b) if requested by Grantor within 3� days after receiving notice of termination, rem ove alI public im provem ents and landscaping, and sod the easem ent area. If Grantor does not request removal of such improvements and lanc3scaping, Grantor may retain them in an "as is" condition for whose upkeep maintenance, repair and/or replacem ent Grantor shall thereafter be liable. Grantor, for itself, its succe.ssors and assigns, does hereby condition this grant of easem ent that for and during the life of said easem ent, the City shall be responsible for and provide €or the cost of all repairs , im provements and replacements of the improvements and landscaping on the easement area as described herein. TO HAVE AND TO HOLD said public easem ent for the stated purposes until abandoned in the m anner permitted by Ia w or terminated , in accordance herewith. IN WITNESS WHEREOF, Grantor has hereunto set its hand this day of , 1988. By Grantor' s By Grantor' s 13 , _�...a ._.,.,,,..._....._..__,�__._.�;,,. ._.,,.,....,.,.�,..�.�.�.�,.�...�..�,._..�,,,.t•,...,.a,..�:.�...,�..,.�.,. . �d'd i�r s� . � STATE OF MINNESOTA ) ) ss. COUNTY OE RAMSEY ) On this day of , 1988, before me , a notary public in and for said County, appeared and , to me personally known, w o, being each by me duly sworn, did say that they are respectively the and , of said Grantor, and tha t and acknowledged sa id instrument was the free act and deed of sa id Grantor. 14 , . _. ._�._-�..____.__._.._.._ _. _ _ ,�,.,r.,,....�,..._H��M_.,._w...� _�___ .._....,�. - 1��4UG�� � ��%!1�'� .l�f L�.:2��� �d�rj � 4 � �/�- �"��'�1`l� �� �1 �>�� 6. Resolution requesting the Planning Commission to study the possibility of amending zoning ordinances to permit parking of motor vehicles on residential property adjacent to the State Fair Grounds duriag the annual State Fair only and to report its findings and recommendations to the Mayor and City Council (CF 88-1044) COMMITTEE RECOrIlKENDED APPROVAL, AS AMENDED 7. Ordinance amending Chapter 73 of the Legislative Code pertaining to Lhe Heritage Preservation Commission and city street names (CF 88-1070). COMMITTEE RECOMMENDED APPROVAL, AS AMENDED 8. Discussion of project proposal and potential air rights over Uaited , Way Building (HRA) NO COMMITTEE ACTION NEEDED; ARA WILL CONSIDER RESOLUTION NEXT WEEK ,�_____.______------__—--.----- �.._ ._._.__._ _.__ _ ___. __ _ ____ ._..____.____.. ___. ;�; 9. Reaalutfon ,ast�torizing proper City officials to execute coatract with ' the St. Paul Fire & Marine Insurance Company pertaining to the construction of the new Sixth Street and the new headquarters to the St. Paul Company (CF 88-1196) COMMITTEE RECOI�IENDED „�If�I. (2-1 vote) _____--__ .._ _ __- _ . _ . _. _ ._. _.._ . _._ .__._._--____..__. _�........._ ._,�,.-..-r--. .