85-1699 WHITE - CITY CIERK
PINK - FINANCE
CANARV - DEPARTMENT GITY OF SAINT PAUL CO�IIIC1 /� /
BL.UE -MAVOR Flle �0. `� `/N��
c�ty attny/J�'x _ � ncil R�olution
.
Presented y �^`'
Referred To r') 1��}"� �-,C� Committee: Date ��`�°�`'—��
Out of Committee By Date
WHEREAS, pursuant to a Cooperation Agreement dated October 18 ,
1984, the City conveyed by Deed recorded in the office of the
County Recorder, Ramsey County, as Document No . 2240049 (Deed)
certain property to Ordway Music Theatre , a Minnesota non-profit
corporation (Ordway) and Ordway constructed a 150,000 square foot
music theatre in part on said property; and
WHEREAS , Ordway has requested the Port Authority of the City
of Saint Paul (Authority) to issue its Cultural Facility Refunding
Revenue Bonds , Series 1985 , (Bonds) in amount of $22,395 , 000 and
the Authority has requested the City to subordinate the restrictive
covenants of the Deed to the lien of the mortgage to be given as
,security for payment of said Bonds , and the City is willing to so
do; now therefore, be it
RESOLVED that the Subordination Agreement of the City of Saint
Paul dated effective as of December 1, 1985 between the City and
the .4uthority and considered at this meeting is hereby approved
and the proper City officers are authorized to execute the same
on behalf of the City and to deliver said Agreement at closing
of the sale or placement of the Authority Bond issue .
COUNC[LMEN Requested by De rtment of:
Yeas Nays /
Drew
Masanz N7 [n Favor
-�
Scheibel �
Sonnen Against BY
Tedesco
W i Ison
Adopted by Council: Date ��L Z � �985 Form Approved by C' Attorney
Certified _ e Co nci , cr � ` BY �
sy °
A►pprov Mavor: Date ��+ App by ayor fot Submis ' n t ou '1
By B
p��g��S�{�p JAN 4 1986
Citv Attornev .DE PARTMENT ��'.�'/�Q� No 3 2 81
.
Jim Hart ' CONTACT
298-5695 PHONE
November 22, 1985 DATE 1 Q��� e�
ASSIGN NUMBER FOR ROUTING ORDER (Clip All Locations for Signature) :
Department Di rector �Di rector of Management/Mayor
Finance and Management Services Director 3 City Clerk
Budget Director +� Jim Hart
�City Attorney
WHAT WILL BE ACHIEVED BY TAKING ACTION ON THE ATTACHED MATERIALS? (Purpose/
Rationale) : ""
Introduce Resolution approving subordination of land use restriction in favor
of City in Ordway Theatre site to the loan and security documents of a Port
Authority Ordway Theatre refunding bond issue
��
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COST/BENEFIT, BUDGETARY AND PERSONNEL IMPACTS ANTICIPATED: �\ .�—
R���l�
No financial impact NO(/2 :; ��
MqYpRS � �98s
OFF���
FINANCING SOURCE AND BUDGET ACTIVITY NUMBER CHARGED OR CREDITED: (Mayor's signa-
ture not re-
Total Amount of Transaction: quired if under
$10,000)
Funding Source:
Activity Number:
ATTACHMENTS (List and Number All Attachments) :
1. Resolution
2. Agreement
DEPARTMENT REVIEW CITY ATTORNEY REVIEW
Yes No Council Resolution Required? Resolution Required? �Yes No
Yes No Insurance Required? Insurance Sufficient? /(�Yes No
Yes No Insurance Attached:
(SEE REVERSE SIDE FOR INSTRUCTIONS)
Revised 12/84
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538BB PHS 11/14/85 9:00 a.m.
SUBORDINATION AGREEMENT
OF
THE CITY OF SAINT PAUL
This Agreement is made effective as of the first day
of December, 1985, by the CITY OF SAINT PAUL, MINNESOTA (the
"City" for the benefit of the PORT AUTHORITY OF THE CIT�Y OF
SAINT PAUL, a body corporate and politic organized under the
laws of Minnesota (the "Authority" ) .
RECITALS
The City has entered into a Cooperation Agreement by
and among it and Ordway Music Theatre, a Minnesota nonprofit
corporation ( "Ordway") dated October 18, 1984 (the "Agreement" )
whereby the City agreed to convey title to the premises
described on Exhibit A attached hereto and made a part hereof
(the "Premises" ) to Ordway, following which Ordway will
complete construction thereon of a music theatre facility
containing approximately 150,000 square feet (the "Project" ) .
Pursuant to the Agreement, the City executed and
delivered to Ordway a Deed of Conveyance and Covenant of the
Premises, which Deed (the "Deed" ) was recorded in the office of
the County Recorder in and for Ramsey County as Document No.
2240049 on October 22, 1984. The City has subjected the
Premises to certain restrictive covenants wnich run with the
land, all as more fully set forth in the Deed. '
The Authority has been requested to issue its
$22,395,000 Cultural Facility Refunding Revenue Bonds, Series
1985, and Ordway has agreed to repay the Bonds pursuant to a
Loan Agreement dated as of December 1, 1985 (the "Loan
Agreement" ) .
To secure payment of all amounts due and owing under
the Loan Agreement, Ordway has agreed to grant the Authority a
mortgage lien on and security interest in the Premises and the
rents and leases derived therefrom pursuant to a Mortgage,
Security Agreement and Fixture Financing Statement dated as of
December 1, 1985 (the "Mortgage") and an Assignment of Leases
and Rents dated as of December 1, 1985 (the "Assignment") ,
(collectively the Mortgage and Assignment referred to as the
"Security Documents" ) .
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As a condition to issuance of the aforesaid bonds,
the Authority has required that the City execute this
Agreement, and the City is willing to do so.
Accordingly, the City and the Authority hereby agree
as follows:
1 . Regardless of the priority of any covenants
reserved, available or running to the City in and to the
Premises, each and every right of the City in and to the
Premises of any kind whatsoever under the Agreement or the Deed
to enforce covenants described in the Deed, are hereby made and
shall be fully subordinate and subject to the lien of the
Security Documents and to any other lien or security interest
at any time hereafter acquired by the Authority in all or any
portion of the Premises to secure any sums advanced or costs
incurred in connection with the Loan Agreement.
2. Other than as specifically set forth in paragraph
3 below, the Authority shall have no obligation to the City of
any kind whatsoever with respect to the Security Documents or
the Loan Agreement, and the Authority may exercise its rights
and administer its duties under such documents in any manner it
sees fit. The Authority shall have no duty to the City to
preserve, protect, maintain, insure, take possession of,
foreclose, dispose of or otherwise realize upon the Premises.
3. Notwithstanding anything in the foregoing to tine
contrary, the Authority shall give notice to the City of its
intention to foreclose the Mortgage or accept a deed in lieu
thereof from Ordway and shall provide the City with no less
than thirty (30) days within which to remedy all defaults of
Ordway under the Loan Agreement and the Security Documents.
Nothing herein contained shall be construed as an undertaking
by or obligation of the City to pay any indebtedness of Ordway
or effect any cure of defaults as permitted herein.
4. In the event the Authority accepts a deed in lieu
of foreclosure from Ordway covering the Premises or the
Prernises is sold at foreclosure sale, the Authority shall give
the City thirty (30) days written notice of its acceptance of
such deed in lieu of foreclosure or the occurrence of such
foreclosure sale. If the City desires and intends to
thereafter enter into negotiations with the Authority to
purchase the Premises, it shall so notify tne Authority in
writing within said thirty (30) day period. If the City gives
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the Authority such written notice within said thirty (3U) day
period, the City shall be allawed an additional thirty (3U)
days followinc� the giving of such notice to negotiate to enter
into a binding contract with the Authority to purchase the
Premises for a �urchase price equal to all indebtedness of
Ordway to the Authority, including all interest, applicable
prepayment premiums and late charges, if any, and all costs to
the date of such payment (and containing such other terms as
are mutually satisfactory to the City and the Authority) and,
upon receipt of such payment, the Authority will convey to the
City the interest then held by it in the Premises, without
recourse or warranty. If the City shall fail to give such
notice of intention to enter into negotiations within the said
first thirty (30) day period referred to above, or, if it fails
to enter into such a binding contract within said second thirty
(30) day period referred to above, the Authority shall be free
to sell, convey, transfer or otherwise dispose of the Premises
free and clear of any right, title or interest of the City in
and to the Premises.
5 . If, following any Event of Default under any
Security Document and failure of the City to effect a cure as
permitted under paragraph 3 above, the Authority accepts a deed
to the Premi.ses from Ordway or a foreclosure sale of the
Premises is conducted, the City agrees that, upon the recording
of the deed so obtained or the sheriff' s certificate following
a foreclosur� sale, any and all restrictive covenants
apYlicable to the Premises, whether pursuant to the Agreement,
the Deed or otherwise, including, put not limited to any right
of the City to require that the Premises be devoted to public
recreational program and facility uses under Minnesota Statutes
1984, Sections 471 .15 through 471 .151, or to any other
restrictive purposes, shall automatically terminate and be null
and void and without any further force and effect, without the
need for the execution or recording of any other document.
6. This Agreement shall be binding upon and inure to
the benefit of the Authority and its respective successors and
assigns.
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IN WITNESS WHEREOF, this Agreement has been executed
as of the day and year first above written.
CITY OF SAINT PAUL, MINNESOTA
Approved as to form: .-,
,
� By
�-v� r
A istant City
torney
By
City Clerk
By
Director, Department of
Finance and Management Services
SUBORDINATI0I�T AGREEMENT OF THE CITY OF SAINT PAUL
4
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PORT AUTHORITY OF THE
CITY OF SAINT PAUL, MINNESOTA
By
Its President
BY
Its Secretary
This instrument was drafted by:
BRIGGS AND MORGAN
Professional Association
W-2200 First National Bank Buildiny
332 Minnesota Street
Saint Paul, Minnesota 55101
(612) 291-1215
SUBORDINATION AGREEMENT OF THE CITY OF SAINT PAUL
5
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STATE OF MIL�TL�TESOTA )
)
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me
this day of December, 1985, by George Latimer,
and _, the Mayor, City Clerk and Director,
Department of Finance and Management Services, respectively, of
the City of Saint Paul, Minnesota, a municipal corporation, on
behalf of said municipality.
Notary Public
SUBORDINATION AGREEMENT OF THE CITY OF SAINT PAUL
6
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STATE OF MINNESOTA )
)
COiJLQTY OF FtAMSEY )
The foregoing instrument was acknawledged before me
this day of December, 1985, by and
, the and ,
respectively, of the Port Authority of the City of Saint Paul,
Minnesota, a body politic and corporate, on behalf of said
authority.
Notary Public
SUBORDINATION AGREEMENT OF THE CITY Or' SAINT PAUL
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EXHIBIT A
LEGAL llESCRIPTION
Lots 6, 7, 12 and 13, Block 12, and those parts of Lots 8 and
11, Block 12, lying easterly of a line 278 .OU feet westerly of
and parallel with the easterly line of said Block 12, RICE Ai�Tll
IRVINE'S ADDITION TO ST. PAUL, according to the recorded plat
thereof, Ramsey County, Minnesota, except the southerly 5 .00
feet of that part of said Lot 11 lying easterly of a line
259 .00 feet esterly of and parallel with said easterly line of
Block 12; Subject to a perpetual, non-exclusive easement in
part of Lots 8 and 11, Block 12, for ingress to and egress from
the above-described land, and the facilities constructed
thereon, over and through the westerly 10.00 feet of the
easterly 278 .00 feet of said Block 12, Rice and Irvine' s
Addition, which lies northerly of the southerly 5 .00 feet of
said Block 12, Rice and Irvine' s Addition; Together with a
perpetual, non-exclusive easement in part of Lots 8 and 11,
Block 12, for ingress to and egress from the above-described
land and facilities constructed thereon, over and through the
westerly 21 .00 feet of the easterly 299 .00 feet of said Block
12, Rice and Irvine' s Addition.
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�.Tro. CITY OF SAINT PAUL
o"�� '��; OFFICE OF THE CITY ATTORNEY
�� iii�t i°i ��
�; „�� EDWARD P. STARR, CITY ATTORNEY
.�,
'��!� 647 City Hail, Saint Paul,Minnesota 55102
612-298-5121
GEORGE LATIMER
MAYOR
November 22 , 1985
To : Mayor Latimer and the City Council
From: Jim Har
Re: Ordway Theatre Subordination Agreement
The Port Authority is refunding the Ordway Music Theatre Reserve Bonds
by a new issue in the amount of $22 , 395 , 000 and has requested the
City to subordinate its deed restrictions requiring theater or other
cultural use of the old Stem Hall property conveyed to the Theatre as
part of the initial transaction, to the lien of the mortgage securing
the refunding issue.
The attached Subordination Agreement provides that said restrictions
are subordinated to the mortgage but reserves the right but not the
obligation in the City, at its option, to cure any mort�age default
or acquire the property as a means of continuing theater u5e of the
nroperty should that be considered necessary or desireable . A similiar
subordination agreement was entered into in connection with the original
revenue bond issue .
Enc.
_ . �`''���'/�o�C/
r.. � } CITY OF SA.INT PAUL
:if{�. : . . .
, :nt ;;�;��i O F F IC F. OF TFI� CITY COIIDTCIL
..... I
COIllmltte� Report �
Fi�.anc�, Mana�e� ment� 8� Persannel Commi�tee.
1. Approval of minutes from meeting held Deceraber 12, 1985. �P�'R���
2. Resolution establishin� policy that aII City-owned vehicles, escept those required to
be taken home, are used for business purposes only. (Finance Dept.) (Laid over from
12/12/85) R��tv¢S� -�o� wi�c3�r��c�,.St� - +D�PPKOU�� � Wt`i�i7fCft«J
3. Resolution �estab�I.ishin� polic.y that aIl City-owned vehicles cannot b� �Dd�f�o�r �P,�eT aR0�
purposes. (F,inance Dept.) (Laid over from I2/12/85) ••���C1u�ST � . Foi� wirx�+�s
4. Resolution authorizing the financing and construction of the public parking ramv on
Bloc.k L in connection with the KTC:� devel.opment. (PE➢) �fl �v� � wK• �'����s
5. Ordinance amendin� Section 38.06 of the Admi.nistrative Code perta��UFtgo the
conversion of sick leave credits to vacation Ieave. (Personne_) }�°
6. Resolution amending the I985 budget by adding �5,070 to the Financing and Spending Plan
for the Dept. of Public Works. (Puhlic iVorks) f�'PPKoV�D.
7. Resolution amending the 1985 budget by adding $32,000 to the Financing and Spendin� Plan
for Special Projects-General Govt.-Promoting St. Pau1. (Exec. Administration) �'°����-
8. Resolution amending the I985 budget by adding $49,400 to the Financing and Spending °lan
for Traffic Signai � Lighting Ma�:ntenance. (Public L4orks) ih°PRDUr',►'
9. Resolution amending the 1985 budget by transferring $49 400 from Contingent Reserve to -
Traffic Operations and Maintenance. (Public Works) �°�ROtJ�D
10. Resolution amending the I985 budget by transferring $47,564 from Contingent Reserve to
E:ce:rrot Property Assessments (Street Maintenance Assessments-$46,846} and other
Assessments ($7I8.00) . (General Govt.) A?PROUf.l�.
11. Resolution authorizing approval to issuance of $6,000,000 Port Authority Revenue Bonds
relating to Energy Park Land Acquisition �, Development Costs. (Port Authority)a�R���O.
12; Resol�n�agp�coviag a Subordination Agreement of Iand use restriction in favor of �L Ls/�
City in Ordway Theatre site to the Ioan and security doc�ents of a Port Auth"ority
Ordway Tite�a�tre refunding �ond issue. (City Attorney) l�'PRp��'
I3. Resolution authorizing an agreement with Midway Chevrolet for Iease of tmmarked
vehicles. (Police Dept.) �1'PPRbu�D •
14. Resolution authorizing an agreement with DMI. Dept. of Transportatio�PR����fic contro"
si4 al at �V. 7th Street and Tnmk Hwy. 149. (Public �4orks-Traffic)
15. Resolution authorizing an agreement with the County of Ramsey and the St. Paul. Urban
Indian Health Clinic whereby the City and Coimty provide funding to the Clinic in the
amoimt of $27,5b2. (Co�nunity Services) �PPR�il c,p
CTTY HALL SEVENTH FLOOR SAINT PAUL,MINNFSOTA 55102
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