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84-1265 WHITE - CITV CLERK COUflCII i� PINK - FINANCE G I TY OF SA I NT PAU L J� .�G � CANARV ��DEPARTMENT �/ B6VE - MAVOR File NO. `J r� City At�ny/JTH . . Counc�l Resolution Presented By Referred To Committee: Date Out of Committee By Date RESOLUTION MAKING FINDINGS AND DETERMINATIONS, APPROVING DISPOSITION AND CONVEYANCE OF PROPERTY TO ORDWAY MUSIC THEATRE, INC . , AND AUTHORIZING EXECUTION OF DEED AND COOPERATION AGREEMENT WHEREAS , on August 31, 1982, by its Resolution CCA No. 2264 the Civic Center A.uthority consented to the transfer by the City to Ordway Music Theatre, Inc . , a Minnesota nonprofit corporation ("Ordway") of the property underlying the Stem Hal1 Theater Building in the Civic �enter complex described on Exhibit "A" hereto (the "Property") and on September 30, 1982 , by its Resolution No . 279291 the City Council authorized entry by Ordway upon the Stem Hall property for the purpose of demolishing the Stem Hall Theater Building and making other improvements under terxns of a Demolition Agreement dated October 13 , 1982; and WHEREAS , on September 1, 1983 by its Resolution No . 280831 the City Council extended the right of entry upon the Property for the purpose of constructing a building containing two concert halls of 1800 and 300 seat capacity to replace the Stem Hall Theater Building (the "Facility") and approved a Construction Agreement dated July 6, 1983 , between the City and Ordway governing the terrns of said possession and construction activity; and 4dI�.EREAS , with the recommendation of the Mayor and Director, Department of Community Services , there has been presented for Council consideration a DEED OF CONVEYANCE AND COVENANT whereby the City would convey the Property to Ordway subject to the terms and conditions of a COOPERATION AGREEMENT ORDWAY MUSIC THEATR� respecting completion of the Facility and its operation and maintenance and subject to a covenant running with the land that Ordway will devote COUNCILMEN Requested by Department of: Yeas Nays Fletcher ,�� Drew I❑ FBVOi Masanz NiCOSia Scheibel _ Against BY Tedesco W ilson Form Ap ve ity Atto ey Adopted by Council: Date Certified Passed by Council Secretary BY � By Approved by Mavor. Date _ Approved by ayor for Submission to Council By _ By ' �i" �y ��' r . /',�' � -2- the Facility to provision of a public recreational program and facility uses under Minnesota Statutes 1984 Sections 471 . 15 through 471 . 191 ; and WHEP.EAS , pursuant to provision of Sec . 4, Art . 25 , Ch. 523 Laws of Minnesota for 1982 and of Sec . 2, Ch. 73 , Saint Paul Administrative Code and upon timely notice duly published in the Saint Paul Pioneer Press and Dispatch, the Council has conducted a public hearing upon the terms and advisability of the proposed conveyance by the City to Ordway and has considered the comment received at said hearing, the reports of the Budget Director and Valuations Engineer and the provisions of the Downtown Develonment Plan District 17 component of the Comprehensive Plan relating to the Civic Center complex; now therefore, be it RESOLVED by the Council of the City of Saint Paul upon the foregoing recitals hereby adopted as findings , upon the comment adduced at the public hearing, upon the reports received and records of prior Council consideration and action. in the subject matter and upon the knowledge of its members , that it hereby makes the following further findings : l . That the acquisition, construction, maintenance and operation by Ordway at its expense of the concert hall to accommodate performances by the Saint Paul Chamber Orchestra, the Minnesota Opera and other music and performing arts groups (the "Program") constitutes the acquisition and better- ment of a facility for cultural participation, and the operation of a cultural and recreational program within the meaning of Minnesota Statutes Section 471 . 15 through 471 . 191 and of Chapter 73 , Saint Paul Administrative Code . 2 . That the acquisition, construction and operation of the Ordway Music Theatre by a nonprofit corporation without the outlay of public funds as a cultural and recreational facility and pro- gram under said statute and ordinance by providing the means for cultural participation constitutes a public purpose and advances the public welfare of the citizens of Saint Paul. WMITE - CITV CLERK PINK - FINANCE ./ CANARV -�.DEPARTMENT GITY OF SAINT PAITL COUflCI (//� BIRJE - MAVOR File NO. v �r /�� Council Resolution Presented By Referred To Committee: Date Out of Committee By Date -3- 3 . That the Deed of Conveyance And Covenant and Cooperation Agreement Ordway Music Theatre, the conveyance and land disposition, and the covenants of Ordway Music Theatre, Inc. , to acquire the prop- erty and to construct and maintain the Facility thereon and to operate the Program in said Facility secured by an Endowment created by public subscription for that purpose is advantageous to the City and in the public interest, 4. That the replacement of the Stem Hall Theater by the Ordway Music Theatre and the design, orientation, use and operation of this Facility for the Program proposed are compatible with the operation of the Civic Center complex, comple.ment Rice Park and are in conformity with the City of Saint Paul Comprehensive Plan, including Section 3 . 3 . 2(3) of the Downtown Development Plan District 17 component of said Comprehensive Plan. p�ESOLVED FURTHER that the foregoing findings and determination on the advisability of making the conveyance to Ordway are by. this Resolution found and determined and the City Clerk is directed, upon approval of said Resolution by the Mayor, to publish the same in accor- dance with Section 6 . 07 of the City Charter, and file the same with the records of this meeting, all effective as of the date of such publication. RESOLVED FINALLY that the proper City officers are hereby author- ized to execute the Deed of Conveyance And Covenant and Cooperation Agreement Ordway Music Theatre on behalf of the City. COUNCILMEN Requested by De artment of: Yeas � F� �iays � . )'j5(h[ � Masanz in Favor Nicosia scne�be� � __ A gai n s t BY Tedesco Wilson SEP 2 0 198� Form Approved City Attor ey Adopted by Council: Date Certified P�_ e b Coun .il S tar BY sy �+ tapproved by Mavor. ate -\ — v1-\—� `��P `? 4 � �Approved by or for Submission to Council B �- � , BY P�161�SHED S E P 2 9 19$4 __ a. �.ti � �� y" �°�G`� Counclt Plle Po: 64-tYSE — Hy ./am6s apentlon .. Y,�/wk 1Le°tre � St�dbek- '' > by a !it i►ithout tfis , � outiey oi pnb fuwds ae a altural and 8eeolwitag makiag [►naia`s aeQ recreat�p 1 ta lityj and pm�ram imda , detei�e,�in�tiooa,. wpPiOVb� ��wsltlm �d ``s�id slatu�e en orai�uutd2e b7 pewf�{ i �� aoi nnereeq W O�dw•7 � !he m�C ro cutturat p.e4te4v.lke � 7L«tue.1pe•. and a�odsta��a�fon o[ iodstita s a pnblic.pur�we .aad dee�Jw��• ` Mvae� tLe: ubiic':weltare oi:ffie 1P88REAS, Op.Ay/ultt.�1.,lqt. bl. -eitltefis a Pau1, Raei�tic�CG4:Na 7ZN the Cliti�� . 9. Th�t Ui' , ot Convey6nc�Aai ' Aut►�ej,�P�p�qtei to ti�s tr�st�.1►T.� :, Covmant aad �iajfefat4ea 11;oeeeanant C1R1.to Aid�v�,P=� TlWfr+..,Iuc.. s , Ordw+aY' ,��'��, l[iooavR�naa�a[it;�eqe�44('.'��1 ana lsnd tib6.t�id�e'ebvee� ot w w!�v �r1�i�e sraa_i[.1�:... ot orarv. x 7�.tre;it�.'te.a�nire: �rer.t�s�tv iu m..pvtc c�r� we o r .na w �e�c .na . a�.�e.a ��wbu ��.. n� cu+e �e�I r� �r � a.a w '•Pra�e+1�9 and�$ptm+6sr�R 19lB.b7 W. �ate� ' in sei� FxiIIty lEesolutioa No._37Yli4. t6e. Citg C�ua�,ii: aei.vred �owmmt�erarte8 bp . �1`iy��r�.�q�E mP_oo the-Stem paWk ,tor that putycaae is � Mi/�Iw�"�!!��' ad s the CkY aad 3a the.; Me N�li��.�� Oub1k ; ; '- fMJ!!:11lN�I!!!l��;�:_,��,:��_ 4.That t d t�1 Stem Hail;: BwYYMwiA�!It�1�t�11��IR�''' 3luater �. Ofdw�T:Iludc'1M�t� uf � ana aK aes► . orientaaan, wa .n�t j- �� , �yy� � opers of Fte111l�ferll�Pec�aot Resolution No. lQQd�l t6e t7tt-Cwrli Prepes .a <.eompqtible wfth t4e ;'�eateaded tFie rlgltt ot mtry upon the Proper4Y ��+eiat! af Qiek.4'knller soatRle�t. tor the puiyo�ot coMtractint s bnildinL ear�ple ent RU! Paik�'and tre �ln cont�fnla$two'co�cert hails M 1600�990 aoat t' the CitT of 8ainc Pawl ',sa�tcapaclty fo�eplacetAe Ste�a tidl'1L�ater SA�uP � �a�4�Adu�Ssctias ¢Bu11dLi� (t� "Facillty") end a�raved a &S.9(S) t�onrntow}►,�vrlopmeo1 Cm�tnxtion A�e�tent dated Jul�8,196'3. P1an_ .17j conapoomt. ut.ai� bdaeen Uu City end Ordvvs7 6a+'�!'++�6� �i°' tatdt of_se[8 po�don'anid eoastmefion Ri80L i$R Thst tlu tme�adu�. activtt�;a� tiad�p ad et�rmin�tioq on thp i[�R81k8�,Wlth the recouoma�datl� of +d��b � Pi �.�+�T4T+�e �. ; the l�a7ot � Diesetor. Deparhpent of Ord�. :b3 ?�tbn.faund snd 'Cor4muaity Se�'vices, there. T+as been; detam�i �i.i�R-�1p't is�c�d. • "-"peesettid for.Co�cp_4o�d�Um a,i3&ED �P� ++� Rao�ttlm tiY:U�e , OF CONVBYANCg l�,MID COV�NA�iT ��.� �e�� v ..eereey cbe cfcr won►itconveY t5e p,cp�tr section ao�a cYey w�.rcen Lna iue'� to Ordwa�spbject to the tarmsand co�iftons puae wMh M thia matla�.�il , of e COOPEAAI'I�ON._AfiR$EMENT �� ddkotw�puDlkatim OADWAI' I�tUBIC THEATBE�respecttnt 1tBSOL , ALLYlbattheproperCity co�pleti�oi the Faeilib�nA its operatim ol�Oeta aytMoeiadd.W acecute t6e ud maint�aace a4d sub�ct W a conPaaat Ika+t of Aed Covensnt and nmo[ei` adlh the l� 4hit Ordw� �riU ' Cooper�tl n �t,Ordznay 1[u�1c devote t6e Fi�q fo p�af a pni�Et� 'tlxatse w� f oi the CkY• . recreeetonel�S at�autr u�e w� Ado�,ka y camcit s�,b�ao.l9N. A[iaaetwta Statutos 1MS'8ectiam 471.i3- berAl.1i64.' , ths�441.Ifi��ud :, ; A��°� iV1�EREAB,Putwant M prorl�on of Sec.�. !( Ya 3Y.t9�4) i Art.2S.Ch_4tS Lws af`Mlnoeiala firc'�9lt ' --: .1 - �nd vi'Sec..3, Ch. 78.°S�tnt Psul A�nisEntive Cad!and upoh tt�d7 notla ` dab WbIW�d 1¢ihe 6iSnt Paul PloneerP�as and Difpaft�h,the Caunetl]ms ca�uctad a puMlie hearin; dD� tlie terme and sdeifsbl}!ty at'ihe pmpased�oonve�ee b7' , the CTty to Ordewy llnd ha ebaddered tde oomnent.rec�Ved at said he+rl�.t�e report�- ot fhe SudgR DireeWr and Valt�atima , &�ineer and the�ov4icaa of the Downtorrn'. '.. Devdyy�nent'P}an`Distrtot 17 oomponent.�� tl�e Caaaprehe�ive Pian relettn=to tlx Clvle Centm�oomPlex:nwv theretae,be[t RESOLVBD HY t�.Cwncil of 4he Ci4Y oi Saint Paul upaa me to�"radtals Le�Y edoPted at'9nd�. � � �t adduad at t� Wblic Ir�rloi. � the npprts raceived and reoorde oi prior Coui�cil cootidKatim and actl�tn t6e subyect matta� and u�oe ti�knowlei0eotits pew4ax,tbat . it hereby;mllket l�e. �viat fv�er lfndinp: . 1. That tLr a�ulsltl0o.=-mn�truetion, ' aoaipte�ncita�3epeeatltla�lDrderelat its acy.�,e ei"'�Ae•eaaaeit° Nau.�o� �ecosmfetete.i��'Y t1��Seiat-i Paut G�amber Qtc6edta.the)�imesota Qyeir rod ot�r:music.and pa'brn� .. arfs ti'oWr tthe''P�v��'1.4anst�Wtr+ t6e scquidtion �.lwltep��t a[- a tscussrine�uk+uaLp+reidp.tko.,euMl ths, � opanti�.aJ!�N1tu!'el rnd racra�rtlonel prosram w�'tbid the f�5ean�n; ot. liisaesota itstutes $acttai 471:1f �;#71.�#1 and ot t�pM'r7l,f Sa4A `PuiE�l[�afiitidRtfe� -�'" �� _ � � , � ��/��0�1' . � NOTICE OF PROPOSED DISPOSITION OF CITY OF SAINT PAUL LAND TO ORDWAY MUSIC THEATRE, INC. NOTICE is hereby piven of a efore the Council of the City of Saint Paul to be .held in the Council Chambers , Third Floor , City Hall , 15 West Kellogg Boulevard, Saint Paul , Minnesota on Thursday, � at 10: 00 a.m. , for the purpose of hearing public co�ent upon and determining . the advisability of conveying to Ordway Music Theatre, Inc. , (Ordway) the following described real property: Lots 6, 7 , 12 , and 13 and the Easterly 36 feet � � of Lots 8 and 11 , all in Block 12, Rice & Irvine' s Addition to St . Paul, except the Southerly 5 feet of the Westerly 13 .39 feet of the Easterly 36 feet of Lot 11 of said Block 12, Ramsey County, Minnesota being the site of the former Stem Hall Theater facility. � Consideration for said conveyance is the undertaking of Ordway ' to construct, operate and maintain a building containing two concert halls of 1800 and 300 seat capacities and related facilities designed to accomin"'3date performances by the Saint Pau� Chamber Orchestra, the P�innesota Opera and other music and performing arts groups , all without cost to the City of Saint Paul. The terms and conditions. of said conveyance are set forth in a Deed of Conveyance And Covenant and Cooperation Agreement , Ordway riusic Theatre, copies of which are available for public . inspection during normal business hours in the Office of the City � Clerk, Room 386 , City Hall. , Dated: September 6 , 1984. � A ert B. son � Ci�ty Clerk � � � � . 1 � j`��-,��, �. ` ��.� .� J�1��,,E,� . � , , ,, J ^.�', �� i � � �i � �_ -��. `..�..;.r�:;, ,.� „ � � "� � o � , . ` . � �� DEED OF CONVEYANCE AND COVENANT THIS INDENTURE, made this day of , 1984, between the CITY OF SAINT PAUL, a municipal corporation under the laws of Minnesota, Grantor , and ORDWAY MUSIC THEATRE, INC . , a , nonprofit corporation under the la�as of Minnesota, Grantee. 4JITNESSETH; That the Grantor for valuable consideration hereby conveys and quit claims to Grantee, all that tract of land lying and being within the County of Ramsey and State of Minnesota, described as follows : heYeinafter referred to as the "Property" . Subj ect �to: • � Reservation to the State of Minnesota in trust by the taxing districts concerned of minerals and mineral rights in those portions of the Property the title .to which may have been forfeited to the . � . State of Minnesota for non-payment of real estate � � taxes . ' Taxes payable , if any, in the year of and in the years subsequent to the year. and date of this conveyance and to all special assessments and installments thereof payable with said taxes and to building and �onin� laws , ordinances ; state and federal laws and regulations . The terms and conditions of the COOPERATION AGREEMENT ORDTcJAY MUSIG THEATRE dated , 1984 , between the Grantor and the Grantee. � . ` <,. . `. . . -2- 1 . The Grantee agrees for itself and its successors and assigns to or of the Property or any part thereof, that the Grantee and such successors and assigns shall diligently prosecute to completion construction of the Ordway Music Theatre improvements as provided in the COOPERATION AGREEMENT, and that such construc- tion�._shall in any event be completed no later than 19 . 2. The Grantee agrees for itself and its successors and assigns to or of the Property or any �part thereof, that the Grantee and such successors and assigns shall devote the Prvperty and improvements t�hereon to public recreational program and facility uses underyMinnesota Statutes 1984 SectionsR�471 . 15 ' through 471 .191, or as said statutes may be subsequently amended. . It is intended and agreed that the above and foregoing agree- ment and covenant shall run with the land; and that it shall, in any event, and without regard to technical classification or: desig- nation, legal or otherwise, and except only as otherwise specifically provided in this deed, be bind•ing, to the fullest extent of law and equity, for the benefit and in favor of, and enforceable by, the � City of Saint Paul , Minnesota, its successors and assigns against the Grantee ; its successors and assigns , and every successor .in interest to the Property, or any part thereof, or any interest therein, and any party in possession or occupancy of the Property or any part thereof. It is further intended and agreed that the vo .. . ' � . � -3- agreement and covenant provided for in paragraph 2 shall remain in effect until , 19 , at which time such agreement and covenant shall terminate. TO NAVE AND TO HOLD THE SAME, Together with all the here- ' . ditaments and appurtenances thereunto belonging or in anywise appertaining to the Grantee, its successors and assigns forever. TN TESTIr70NY WHEREOF, the City has hereunto set its hand and � seal on the day and year first above written. ' ( S E A L ) CITY OF SAINT PAUL In the Presence of: By Its Mayor . By Its Clerk w 4� . i� Its Director, Department o Finance � and Management Services . . "THIS DEED lS EXEMPT FROM STATE DEED . I9X !lr1DEft �1�t�1. SIgL S�EG.��I.� TESiS S�'��`�+ -�,;a�T �'�;?�' '►�'��'� . . � � ...,t �C::�::� � L i vi"�� G: J��. f;�;:' U<i iCc C"r :'':,..Y , r-��j._..,:_; G'% Li�. �;,:� ' -• , SAIh� PAUL, PJiii�t��E�O;�, � y�.._.�.... _..__.._._..�..._�..._..�_�_..._ _ . � .-„ �� . r � �� -4- STATE OF MINNESOTA ) ) SS . COUPITY OF R.AMSEY ) The foregoing instrument was acknowledged before me this day of , 1984, by George Latimer , rlayor o� the City o Saint Paul, a municipal corporation of the State of Minnesota, on behalf of said City of Saint Paul . STATE OF MINNESOTA ) � ) SS . COUNTY OF RAMSEY ) The �rregoing instrument was acknowledg�d ..befor� me this day of , 1984, by Albert Olson, City Clerk of the City o Saint Paul, a municipal corpora�ion of the State of Minnesota, on behalf of ' said City of Sairit Paul. STATE OF MINNESOTA ) , ) SS . � COUNTY OF RAMSEY ) � . The foregoin� instrur.ient was acknowledged before me this - day of , 1984, by Peter I�ames , Director, Department of Finance and Management Services of the City of Saint Paul , a municipal corporation of the State of Minnesota, on behalf of said City of Saint Paul. , vv . ` � � � �y��a� . COOPERATION AGREEMENT ORDWAY MUSIC THEATRE THIS AGREEMENT made this day of , 1984, � between the CI�Y OF SAINT PAUL, a municipal corporation organized under the laws of the State of Minnesota ("City") , and ORDWAY MUSIC THEATRE, INC., a nonprofit corporation organized under the laws of the State of � Minnesota ("Ordway"). WITNESSETH: WHEREAS, the City operates a program of public recreation as authorized by its City Charter and other provisions of law, including Minnesota Statutes Sections 471.15 to 471.191 (the "Act") and Chapter 73, Saint Paul Administrative Code (the "Ordinance") , and the City on _ . � ....sr,,,... . . . . its own or in cooperation with a nonprofit corporation is authorized under said Act, Charter and Ordinance to acquire or dispose of land, and to construct, maintain and operate recreational buildings and f acilities thereon, including a concert hall and f acility for public cultural . participation; and WHEREAS, Ordway has acquired fee title to or right of entry � upon certain land located in the downtown area of the City adjacent to the Civic Center complex (the "Property") , and has undertaken construc- tion of a building containing two concert halls of 1,800 and 300 seat capacities and related facilities (the "Facility") designed to accommo- date performances by the Saint Paul Chamber Orchestra, the Minnesota Opera and other music and performing arts groups (the "Program") ; and o, � . � • -2- WHEREAS, the City will convey to Ordway certain land included within the Property identified as the Stem Hall Site. more fully described in Exhibit "A" hereto attached, upon which the City has previously granted Ordway the right to enter for the purpose of demolishing Stem Hall under terms of a Demolition Agreement dated , October 13, 1982 (Council File No. 279291) and for the purpose of constructing the Facility under terms of a Construction Agreement dated July 6, 1983 (Council File No. 280830) ; and WHEREAS, the City has approved a revenue bond issue by the Port Authority of the City of Saint Paul in the amount of $ for the purpose of funding Ordway' s acquisition of land, construction of the building and equipping the Ordway Music Theatre Facility. Ordway will complete these Project activities on or before , 19 ; and WHEREAS, Ordway will be responsible at its expense to maintain the f acility and to operate the Program to maintain a fund (the "Endowment") and to charge rents and fees for use of the Facility sufficient with Endowment income to meet annual expenses of such operation and maintenance; NOW THEREFORE, in consideration of the foregoing and of the . ' mutual covenants hereinafter set forth, the parties hereto agree as follows: Section 1. Conveyance. The City shall convey the land described in Exhibit "A" to Ordway by quit-claim deed in the form annexed to this Agreement. The City agrees, during the term of this s -3- Agreement to exercise the power of eminent domain to acquire any owner- ship interest in said land as may be asserted as paramount or. adverse to that acquired by Ordway by the City conveyance; provided that this undertaking by- the City shall not apply against any mortgage or other security interest given in the land by Ordway to secure an obligation made to finance the construction, equipping, maintenance or operation of � the Facility in accordance with this Agreement, nor against the holder of any lien for labor and material performed or supplied for the Facility or of any valid judgment against Ordway. Section 2. Construction of Improvements. Ordway shall complete construction of the Facility in accordance with the Construc- tion Agreement and the Construction Plans and Specifications prepared by . . � - ..:�.�:.. . Benjamin Thompson & Associates and approved by the City Architect. The Facility includes the tunnel connection between the Ordway Theatre Facility and the renovated Auditorium of the Civic Center complex and the finished grading, installation of walkways, drives, screenwalls, . , landscaping and other exterior improvements in accordance with the Benjamin Thompson & Associates Site Grading Plan revised June 21, • 1984 and modified August 3, 1984. Ordway agrees that in the event it proposes the construction of any additional improvements it shall first obtain the consent of the Civic Center .Commission to said improvement and the approval of the City Planning and Economic Development � Department of the construction drawings in addition to obtaining necessary building permits. Section 3. Term of Operations. Ordway shall operate the Qo -4- Facility as a concert hall , a music theater or for production of other cultural events available for public participation as a part of the City's program of public recreation. Ordway shall establish and collect rentals and charges for use of the Facility sufficient with other funds available to it to pay the cost of maintenance and operation, including debt service, of the Facility throughout this term. Section 4. Mayor as Ordway Board Member. The occupant of the office of Mayor of the City shall be a voting member of the board of directors of Ordway during the term of this Agreement except that the Mayor shall not receive pay for serving as a director, nor shall he or she be subject to removal by action of the other directors, but shall serve during the term of office as Mayor of the City of Saint Paul. Ordway hereby covenants and agrees to amend its articles of incorporation or bylaws to incorporate terms in accordance with the provisions of this Section. Section 5. Endowment. Ordway covenants that there has been created an operating Endowment under terms of an Agreement between Sally 0. Irvine as .Donor and The Saint Paul Foundation, Incorporated, as Trustee dated October 5, 1982. Ordway agrees that it will endeavor to accumulate and maintain this or a substantially similar operating . � Endowment in the sum of $ , which together with rentals, will be used to meet operating and maintenance expenses. Ordway agrees to invest said Endowment in income producing property. Ordway agrees to apply the income from such investment in accordance with this Agreement and with the terms of the Agreement referred to in this Section 5. . . -5- Section 6. Indemnity. Ordway will pay, and will protect, indemnify and save the City, its officers, agents and employees harmless from and against all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses) , causes of action from any injury to or death of any person or damage to property in or upon the Facility or growing out of or connected with the use, non-use, � condition or occupancy of the Facility or a part thereof. Section 7. Continued Existence. Ordway is and throughout the term of the Agreement will remain qualified to do business as a nonprofit corporation under the laws of the State of Minnesota, will � maintain its corporate existence, will not dissolve, sell or enter into an operating lease of the Facility, or otherwise dispose of all or .,,.,.,,: � substantially all of its assets, and will not consolidate with or merge into another business entity or permit any other business entity to consolidate with or merge into it unless the consent of the City is first secured. Section 8. Reports and Access to Records. Ordway shall provide the City with copies of minutes of ineetings of its Board of � Directors and Executive Committee and an annual report of the operation of the Ordway Music Theatre Facility and public recreation program. Meeting minutes and operating reports shall be sent to the Director, Department of Community Services, City of Saint Paul. � Section 9. Events of Default and Remedies. If Ordway shall f ail to obs�erve and perform any covenant, condition or agreement on its part under this Agreement, the Pledge Agreement and Deed of Conveyance 00 . -6- for a period of thirty (30) days after written notice, specifying the def ault and requesting that it be remedied, given by the City, the City may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of such covenant, condition or agreement. , Section 10. Notices. All communications under this Agreement shall be deemed. sufficiently given when mailed, postage prepaid to each of the parties addressed as follows: To the City: ' To Ordway: � To the Civic Center Commission: Section 11. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the City and Ordway and their respective successors and assigns. IN WITNESS WHEREOF, the City and Ordway have caused this -7- Agreement to be executed in their respective names all as of the day and year first above written. , ORDWAY MUSIC THEATRE, INC. By � Its . � By I ts Approved as to Form: CITY QF SAINT PAUL By Ass�stant City Attorney Mayor BY City C erk ..�;.. n By � D�rector, Department of Finance and Management Services o, i � ��/�� EXHIBIT "A" PROPERTY DESCRIPTION ts 6 , 7 , 12 and 13 and the12aSRiceyand Irvinefs Lo all in Block � Lots 8 and 11 , Ramsey County, Minnesota, Addition to St. Paul , e t the Southerly 5 feet of the Westerly 39 •4 exc p and except a feet of Lotnon-exclusi eleasement for ingress to perpetual , 24 feet of Lots 8 and egress from the Westerly 36 feet and 11 and the facilitie� ofnthe Easterlyreon, over the �aesterly 10 fee of Lots 8 and 11 of said Block 12� ress together with, �,. perpetual , non-exclusive easem36tfeet ofgLots to and egress from the Easterly 8 and 11 , Block 12 , Rice and Irvine' S Aandtthe to St. Paul , Ramsey County, Minnesota�under and facilities constructed thereon, over , rou h the Easterly 21 feet of the Westerly 24 th � of said Block 12 except feet of Lots 8 and 11 , for the Southerly 5 feet of said Lot 11 of sai Block 7-2 • , . �� t�-/°?�-� �0��=� o, , CITY OF SAINT PAUL o i� OFFICE OF THE CITY ATTORNEY � iiii�i i ii �� Io „�� EDWARD P. STARR, CITY ATTORNEY �Q`fo�e� 647 City Hall, Saint Paul,Minnesota 55102 612-298-5121 GEORGE LATIMER MAYOR September 19, 1984 To: Al Olson, City Clerk From: .-Jim Hart, Asst. City Attorney Re: Ordway Music Theatre Resolution Item 3 , Council Agenda September 20, 1984 Transmitted herewith is an Exhibit "A" property description to be attached ta the Council Resolution . A typo appears in line five, paragraph 4, page 3 of the Resolution where the word "complement" is misspelled. Enc. yv►tITE �.:�i7v CLENK . VINK FINANCE B�C ARY - DEPARTMENT GITY OF SAIi`'T I�AUL Council . /�� E = MAYoR � � File NO• � City At�ny/JTH . , � Counc�l Resolut�on Presented By Referred To Committee: Date Out of Committee By Date RESOLUTION MAKING FINDINGS AND DETERMINATIONS, APPROVING DISPOSITION AND CONVEYANCE OF PROPERTY TO ORDWAY MUSIC THEATRE, INC . , AND AUTHORIZING EXECUTION OF DEED AND COOPERATION AGREEMENT WHEREAS , on August 31 , 1982 , by its Resolution CCA No. 2264 the Civic Center Authority consented to the transfer by the City to Ordway Music Theatre , Inc . , a Minnesota nonprofit corporation ("Ordway") of the property underlying the Stem Hall Theater Building in the Civic Center complex described on Exhibit "A" hereto (the "Property") and on September 30, 1982 , by its Resolution No. 279291 the City Council authorized entry by Ordway upon the Stem Hall property for the purpose of demolishing the Stem Hall Theater . Building and making other improvements under terms of a Demolition Agreement dated October 13 , 1982; and WHER�A,S , on September l, 1983 by its Res,olution No. 280831 the City Council extended the right of entry upon the Property for the purpose of constructing a building containing two concert halls of 1800 and 300 seat capacity to replace the Stem Hall Theater Building (the "Facility") and approved a Construction Agreement dated July 6, 1983 , between the City and Ordway governing the terms of said possession and construction activity; and WHEREAS, with the recommendation of the Mayor and Director, Department of .Community Services , there has been presented for� Council consideration a DEED OF CONVEYAN�E AND COVENANT whereby the City would convey the Property to Ordway subject to the terms and conditions of a COOPERATION AGREEMENT ORDWAY MUSIC THEATRE respecting completion of the Facility and its operation and maintenance and subject to a covenant running with the land that Ordway will devote . COUfVEILMEN Requested by Department of: Yeas . Nays ' Fleteher ' Drew Itl FBVOi Masanz Nicosia Schsibel � Against BY Tsdesco Wilson Form Approved by City Attorney Adopted hy Council: Dale �ertified Passed by Council Secretary . BY By� ' �►ppro�•ed by Mavor: Date Approved by Mayor foc Submission to Council • By. - BY �v o •' , - 01� . ��y � -2- the Facility to provision of a public recreational program and facility uses under Minnesota Statutes 1984 Sections 471 . 15 through 471. 191 ; and WHEP.EAS , pursuant to provision of Sec . 4, Art . 25 , Ch. 523 Laws of Minnesota for ,1982 and of Sec . 2 , Ch. 73 , Saint Paul Administrative Code and upon timely notice duly published in the ' Saint Paul Pioneer Press and Dispatch, the Council has conducted a public hearin� upon the terms and advisability of the proposed � conveyance by the City to Ordway and has considered the comment received at said hearing, the reports of the Budget Director and Valuations Engineer and the provisions of the Downtown Development Plan District 17 component of �the Comprehensive Plan relating to the Civic Center complex; now therefore, be it RESOLVED by the Council of the City of Saint Paul upon the foregoing recitals hereby adopted as findings , upon the comment adduced at the public hearing, upon the reports received and records . of prior Council consideration and action in the subject matter and�pon the knowledge of its members , athat it hereby makes the following further findings : � � 1. That the acquisition, construction, ma�intenance and operation by Ordway at its expense of the concert hall to accommodate performances by the Saint Paul Chamber Orchestra, the Minnesota Opera and other music and performing arts groups (the � "Program") constitutes the acquisition and better- ment of a facility for cultural participation, and the operation of a cultural- and recreational program within the meaning of Minnesota Statutes . Section 471 . 15 through 471. 191 and of Chapter 73 , Saint Paul Administrative Code . 2 . That the acquisition, construction and operation . of the Ordway Music Theatre by a nonprofit ,� ' . corporation without the outlay of public funds ' � as a cultural and recreational facility and pro- � gram �under said statute and ordinance by providing the means. for cultural participation constitutes a public purpose and advances the public welfare of the citizens of Saint Paul. . a, hHITE #`UTV GLEHK . PINK "� FINANCE ��unCl� • /y B.LERV — MpGOqnTMENT GITY OF SAI1�'T PAUL File NO. � �"�� r , � Council Resolution . ?resented By Referred To Commi'ttee: Date Out of Committee By Date -3- 3 . That the Deed of Conveyance And Covenant and Cooperation Agreement Ordway Music Theatre, the , conveyance and land disposition, and the covenants � of Ordway Music Theatre, Inc. , to acquire the prop- erty and to construct and maintain the Facility . thereon and to operate the Program in said Facility secured by an Endowment created by public subscription for that purpose is advantageous to the City and in the public interest . �. 4. That the replacement of the Stem Hall Theater by the Ordway Music Theatre and the design, orientation, use and operation of this Facili�ty for the Program proposed �are compatible with the operation of the � . Civic Center complex, compliment Rice Park and are in -cronformity with the City of Saint Paul Comprehensive Plan, including Section 3 .3 . 2(3) of the Downtown Development Plan District 17 component of said Comprehensive Plan. �� RESOLVED FURTHER that tlie foregoing findings and determination on the advisability of making the conveyance to Ordway are by. this Resolution found and determined and the City Clerk is directed, upon approval of said Resolution by the Mayor, to publish the same in accor- dance with Section 6 . 07 of the City Charter, and file the same with the records of this meeting, all effective as of the date of such publication, RESOLVED FINALLY that the proper City officers are hereby author- ized to execute the Deed of Cunveyance And Covenant and Cooperation Agreement Ordway Music Theatre on behalf of the City. • COUNCILMEN Requested by Department of: Yeas .• Nays Fletcher °feN' In Favor Masanz Nicosfa sene�bei Against BY .. Tedesco Wiison Form Approved by City Attorney Adopted t,y Council: Date , Certified Passed b}� Council Secretary . . By B; Approved by 17ayor. Date Approved by Mayor for Submission to Council .. B�• � - BY � . � � ��a�� EXNIBIT "A" � Lots 6, 7 , 12 and 13 and the Easterly ** feet of Lots 8 and 11 , all in Block 12, Rice and Irvine' s Addition to St . Paul, except that part of said Lot 11 lying southerly of the following described line : �� and except the following described easement over the westerly 10 feet of the easterly 36 feet of said Lots 8 and 11 ��;� * Final legal description is in preparation ** The Auditorium Building renovated east wall extend into the wes�`erly three feet of Lots 8 and 11, ^and the two new Auditorium emergency exit staircases extend an additional approproximate 21 feet into said lots. The fee to the westerly 24 feet of Lots 8 and 11 will be retained by the City with an easement to Ord�aay . within the easterly 21 feet of the westerly 24 feet of these lots not occupied by the staircases . *�� The Concourse B structure encroaches into the southerly - five feet of part of Lot 11 . � **** Pedestrian easement to permit emergency existing at ' ground level around the staircases to Fifth Street. vo . /��D.Jr QF. SURVEY � : `� 1 hereby certify that on October 25, 1983 the above property was described by me or under my direct supervision and that above certificate is a correct representation of sa�id description. � � C� ��1�- Donald E. Ernster Registered Land Surveyor Minnesota Registration No. 6598 �—� _ � , _ S. &2' 1t/'�3.. � �� 9�•�j•- 'E• � � . � 'f— / � 33� '�.. v �`. 9 'S � B �, '�°, � � � O • o 3 , 4 � ,� ; � tio � . � v �. • � v d ^h 3 I �= a y � - , � /O 21.0� • ` . 1 d � �� 2 �j . v . � � ' � � _ ' �`-81� °Q'{. , `... ��9 !.•, � ' 3.� _'`` ' - _ _ -;�p 0 -_ o' ...�y�.oo... (»yri� :f� - - y ' ' ,. y' s .T . ._ �' �trl.00.. . . � 2 . � •_ . • . .. .... • , .. � . . . _ . � — � . . • ., . � ; o � 4 w , ;ti s � � �, � 9 - � • ` � . ' •••��s.00.__ 33 . .. - � • " ��_ . J4 � , Sheet 3 of 3 sheets a� _, . I��`� /��` o��e.°'T' °•;� � � CITY OF SAINT PAUL �; �; OFFICE OF THE CITY ATTORNEY �� iiii�i�ii°ii �= ,,• �� EDWARD P. STARR, CITY ATTORNEY �''o„� ,... ��` �„�m� 647 City Hall,Saint Paul,Minnesota 55102 GEORGE LATIMER 612-298-5121 MAYOR September 4 , 1984 To : Rick Beeson, PED Project Manager From: Jim Hart, Asst . City Attorney Re: Conveyance of Stem Hall Site to Ordway Music Theatre, Inc. The conveyance of the Stem Hall property to Ordway must meet the requirements of - 1 . Sec . 4, Art. 25 ; Ch. 523 , Laws of Minnesota 1982. Section requires the consent o the Civic Center Authority and disposition upon public hearing ,�fore the City Council . Attached is a copy of Authority Resolution, CCA No . 2264 dated 8/31/82 consenting to the transfer . I am submitting the Deed and Cooperation Agreement for comment by Paul McCloskey. You should verify with Marlene Anderson that the conditions of CCA No. 2264 have been or are being met; 2. Sectiori 458 . 196 , Subds . 2 and 3 Minnesota Statutes . A Notice o hearing before t e City Council on Thursday, September 20, 1984, has been prepared and sent to A1 Olson for insert in the Pioneer Press/Dispatch this week. Following hearing the City Council is to make findings on the advisability of making the disposition (sale) , which may be appealed within twenty days of the Council determin- ation for hearing in the District Court ; and • 3 . Cha . 73 Saint Paul Administrative Code. Section o C . 73 requires a) recommendation of the Mayor and Director, Community Services Department ; b) reports of the City Budget Director and Valuation Engineer; o, -' � (v�,�y-��.s Rick Beeson Page Two September 4; 1984 c) findings .of public purpose and conformity with the City Comprehensive Plan; and d) Council Resolution passed by five affirmative � votes . Enclosed are five copies of the Deed and Cooperation Agreement for use in obtaining these recomrzendations and reports from these officers . A draft Council Resolution is also. enclosed. The Ordway bond issue closing is targeted for September 25, 1984. In consultation with A1 Olson who indicates that hearings on the street maintenance, program and special assessments and liquor license ordinance are scheduled for September 25, Thursday, September 20, 1984 was selected for the Council public hearing. In order �at Council may act that day the matter should be timely scheduled before Council Cornnnittee. Because of the IDB financing involvement , prior presentations have been to Finance. Encs . cc : A�. �41sr�n Steve We.11ington Bill Orme ' : - .. � ��-i�r� - -_. »HITE - CITY CLEtiK P�NK - FIN4N�E Ot3nC11 �e�:ARV - DEPAPTMENT G I T�" O r' SA I :�'T ��:�L' I- File t:0. e�ue _ M,,YO� City At�ny/JTH . • '� �'o��ze�l �esol��-��a -� Presented By Referred To Committee: Date Out of Committee By ate _o RESOLUTION MAKING FINDINGS AND DETERMINATIONS, APPROVING DISPOSITION AND CONVEYANCE OF PROPERTY TO ORDWAY MUSIC THEATRE, INC . , AND AUTHORIZING EXECUTION OF DEED AND COOPERATION AGREEMENT t�'HEREAS , on August 31, 1982 , by its Resolution CCA No. 2264 ' the Civic Center Authority consented to the transfer by the City to Ordway Music Theatre , Inc . , a Minnesota nonprofit corporation ("Ordway") of the property underlying the Stem Hall Theater Building in the Civic Center complex described on Exhibit "A" hereto (the "Property") and on September 30, 1982 , by its Resolution No. 279291 the City Council authorized entry by Ordway upon the Stem Hall property for the purpose of demolishing the Stem Hall Theater Building and making other improvements under terms of a Demolition . Agreement dated October 13 , 1982; and WHEREAS , on September 1, 1983 by its Resolution No . 280831 the City Council extended the right of entry upon the Property for the purpose of constructing a building containing two concert halls of 1800 and 300 seat capacity to replace the Stem Hall Theater Building (the "Facility") and approved a Construction Agreement dated July 6, 1983 , between the City and Ordway governing the terms of said possession and construction activity; and . WHEREAS , with the recommendation of the Mayor and Director, Department of Community Services , there has been presented for Council consideration a DEED OF CONVEYANCE AND COVENANT whereby the City would convey the Property to Ordway subject to the terms and conditions of a COOPERATION AGREEMENT ORDWAY MUSIC THEATRE respecting completion of the Facility and its operation and maintenance and subject to a covenant running with the land that Ordway will devote COUNCILIIEN Requested by Department of: Yeas Nay�s Fletcher Drew In Favor hlasanz Nicosia \ scheibe� _ Against BY Tedesco Y�ilson Form Approve ity Attor ey Adopted b}� Council: Date , Certified Passed by� Council Secretary By � � B�; � • -' '--- '--•-- r__ c..�....�.-.,... •., r,,.,...-:t ' � � � � ��-/�G� -2- the Facility to provision of a public recreational program and facility uses under Minnesota Statutes 1984 Sections 471.15 through 471 . 191 ; and WHEP.EAS , pursuant to provision of Sec . 4, Art. 25 , Ch. 523 Laws of Minnesota for 1982 and of Sec . 2 , Ch. 73 , Saint Paul Administrative Code and upon timely notice duly pul�lished in the Saint Paul Pioneer Press and Dispatch, the Council has conducted a public hearing upon the terms and advisability of the prouosed conveyance by the City to Ordway and has considere� the comment received at said hearing, the reports of the Budge� Director and Valuations Engineer and the provisions of the Downt�wn Develonment Plan District 17 component of the Comprehensive P1�-z relating to the Civic Center complex; now therefore, be it RESOLVED by the Council of the City of Saint Faul upon the foregoing recitals hereby adopted as findings , upon the comment adduced at the public hearing, upon the reports received and records of prior Council consideration and action in the subject matter and upon the kno�vledge of its members , that �.t hereby makes the following further findings : 1 . That the acquisition, construction, maint�nance and operation by Ordway at its expense of �he concert hall to accommodate performances h-y the Saint Paul Chamber Orchestra, the Minnesota Opera and other music and performing arts groups (the "Program") constitutes the acquisition anc� better- ment of a facility for cultural participat3on, and the operation of a cultural and recrea�ional program within the meaning of Minnesota Statutes Section 471 . 15 through 471 . 191 and of Cha��er 73 , Saint Paul Ad�ninistrative Code . 2 . That the acquisition, construction and op�ration of the Ord�aay ?�usic Theatre by a nonprofi� corporation without the outlay of public �unds � as a cultural and recreational facility azxd pro- �ram under said statute and ordinance by �?roviding the means for cultural participation cons�itutes a public purnose and advances the public ��3fare of the citizens of Saint Paul . ��+ITE - C�TV CLENK _ •..� _ �i!�4N:E (�jI 'TY O�' SAI \T ��AUL Councilt' � ��s�� ;�.'.ARV - pEP4RTMENT File „O• �� / L�LJE - MAVQq 1 �c�U'��CZ� �2�Q��ZO�'2 Presented By Referred To Committee: Date Out of Committee By Date -3- 3 . That the Deed of Conveyance And Covenant and Cooperation Agreement Ordway Music Theatre , the conveyance and land disposition, and the covenants of Ordway Music Theatre, Inc. , to acquire the prop- erty and to construct and maintain the Facility thereon and to operate the Program in said Facility secured by an Endowment created by public subscription for that purpose is advantageous to the City and in the public interest. 4. That the replacement of the Stem Hall Theater by the Ordway Music Theatre and the design, orientation, use and operation of this Facility for the Program proposed are compatible with the operation of the Civic Center complex, compliment Rice Park and are in � conformity with the City of Saint Paul Comprehensive Plan, including Section 3 . 3 .2(3) of the Downtown Development Plan District 17 component of said Comprehensive Plan. RESOLVED FURTHER that the foregoing findings and determination on the advisability of making the conveyance to Ordway are by this Resolution found and determined and the City Clerk is directed, upon approval of said Resolution by the Mayor, to publish the same in accor- dance with Section 6 . 07 of the City Charter, and file the same with the records of this meeting, all effective as of the date of such publication. RESOLVED FINALLY that the proper City officers are hereby author- ized to execute the Deed of Conveyance And Covenant and Cooperation Agreement Ordway r�usic Theatre on behalf of the City. COUNCIL5IE[�t Requested by Department of: Yeas Nays Fletcher Orew In Favor Masanz Nicosia B scnetbe� _ Against Y Tedesco Wilson Form Approved City Attor ey :�dopted by Council: Date � By �. � � Certified Yassed bp Council Secretary g� � Approved by h or for Submission to Council Appro�•ed by 11avor. Date � , � �� EXI�IBIT "A" �4 Lots 6 , 7 , 12 and 13 and the Easterly �'�* feet of Lots 8 and 11 , all in Block 12 , Rice and Irvine' s Addition to St . Paul, except that part of said Lot 11 lying southerly of the following described line : .,._�_. ...... and except the following described easement over the westerly 10 feet of the easterly 36 feet of said Lots 8 and 11 . . . .�J.J..1. ni�nn � Final legal description is in preparation � %'�'^ The Auditorium Building renovated east wall extend into the westerly three feet of Lots 8 and 11 , and the two new Auditorium emergency exit staircases extend an � additional approproximate 21 feet into said lots . The fee to the westerly 24 feet of Lots 8 and 11 will be retained by the City with an easement to Ord�aay within .the easterly 21 feet of the westerly 24 feet of these lots not occupied by the staircases . %'�%',%� The Concourse B structure encroaches into the southerly five feet of part of Lot 11 . %%J�� Pedestrian easement to permit emergency existing at ground level around the staircases to Fifth Street . . , . . ; ��/i/�(�! R � EY . 7 ) �' S U . I hereby ceriify that on October Z5, t983 the above prope rty was descr i bed by me or unde r rry d�i rect supervision and that above certificate is a correct representation of said description. . � �.�'� � Donald E. Ernster Registered Land Surveyor Min�esota Registration No. 659g � � , ' � �� _ { �� .. S• a2° wi•,3- _ TiY ' , ' 9�.4�,�.. 'f' � . � o i— '� 33' u � S � ' 9 B:`• a ; � a.o' 7 G ' 1 p �!'� � ' 3 q � , N � � � .y o ' , v C ° tiA f 1; � . h . 3 � , d y , •� d /0 21.0� � v � , /� �� /3 � ' � ' { ; . s sc.�r. ,, //9, ��, / _ _ �` 8r �SQ•�8:4- ,,-.- . �� •� .� - - _ _ . 3�� • --_,� � _ _ � _ _ _ti q � � _ o.• ...��l.00... .. r�y,,,�� o ' " sT . �. `'.. � �Xd.00.. . .� . : •, 2, � .. . '/ . . . . ... . . .. . . , .. � . , . ; 0 � a . a .� s • - 7 8 9 . �. �� - •- ...ivs.00.._ 33 . . ^� . • _ �-�-�_ . ---�� L--� _� _ 7 _C �2 ehPP?G � > � � �,/—/�G�S ' M , DEED OF CONVEYANCE AND COVENANT THIS INDENTURE, made this day of , 1984, between the CITY OF SAINT PAUL, a municipal corporation under the laws of Minnesota , Grantor , and ORDWAY NNSIC THEATRE, INC . , a nonprofit corporation under the laws of Minnesota, Grantee. WITNESSETH; That the Grantor for valuable consideration hereby conveys and quit claims to Grantee,. all that tract of land lying and being within the County of Rarnsey and State of Minnesota, described as follows : he�einafter referred to as the "Property" . Subject to: • � Reservation to the State of Minnesota in trust by the taxing district� concerned of minerals and mineral rights in those portions of the Property the title to which may have been forfeited to the . � . State of Minnesota for non-payment of real estate • � taxes . � Taxes payable , if any, in the year of and in the years subsequent to the year� and date of this conveyance and to all special assessments and installments thereof payable with said taxes and to building and zoning laws , ordinances ; state and federal laws and regulations . The terms and conditions of the COOPERATION AGREEMENT OR.DWAY MUSIC THEATRE dated , I984, between the Grantor and the Grantee . _ . , _2_ 1 . The Grantee agrees for itself and its successors and assigns to or of the Property or any part thereof, that the Grantee and such successors and assigns shall diligently prosecute to completion construction of the Ordway Music Theatre improvements as provided in the COOPERATION AGREEMENT, and that such construc- tion� .shall in any event be completed no later than 19 . 2. The Grantee agrees for itself and its successors and assigns to or of the Property or any �part thereof, that the Grantee . and such successors and assigns shall devote the Property and improvements thereon to public recreational program and facility � uses unde Minnesota Statutes 1984 Sections0.471 . 15 � through 471 .191, or as said statutes may be subsequently amended. � It is intended and agreed that the above and foregoing agree- ment and covenant shall run with the land, and that it shall , in any event, and without regard to technical classification or � desig- nation, legal or otherwise, and except only as otherwise specifically provided in this deed, be binding , to the fullest extent of law and equity, for the benefit and in favor of, and enforceable by, the City of Saint Paul , Minnesota, its successors and assigns against the Grantee ; its successors and assigns , and every successor .in interest to the Property, or any part thereof, or any interest therein, and any �oarty in possession or occupancy of the Property or any part thereof . It is further intended and a�reed that the o, • -3- agreement and covenant provided for in paragraph 2 shall remain in effect until , 19 , at which time such agreement and covenant shall terminate. TO HAVE A:�D TO HOLD THE SAME, Together with all the here- � . ditaments and appurtenances thereunto belonging or in anywise appertaining to the Grantee, its successors and assigns forever. YN TESTIr20NY WHEREOF, the City has hereunto set its hand and seal on the day and year first above written. ' ( S E A L ) � CITY OF SAINT PAUL _ In the Presence of: By Its Mayor . By . Its Clerk �> By . . Its Director , Department o Finance � and Management Services . ''THIS DEED IS EXEMPT FROM STATE DEED . S�X !l�iDFR �l�[�. SIgL S�EG.�$I.�� i� tu(rt � r tc; L�c► ; � ' Tfii.: �t.�,4!��'La:� r;- ,G, f►.. _ , ��',� C: S:. 4:':': � � � ^,� �,.� �.�.. .� . � U�:l�c C'r ..::'Y �.. i+.�-. . _ , ,.•., : .�'i-�'.% ti.l i� �-r i! � SAiNT PAUl.��Jilf��E:C:�_ »� + . �� -4- STATE OF P�IINNESOTA ) ) SS . COtJNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 1984 , by George Latimer , TZay� the City o Saint Paul , a. municipal corporation of the State of Minnesota, on behalf of said City of Saint Paul. STATE OF r1INNESOTA ) � ) SS . . COUNTY OF RAr?SEY ) The �'crregoing instrument� was acknowledged ..befor� me this day of , 1984, by Albert Olson, City � Clerk of the City o Saint Paul , a tnunicipal corporat�on of the State of Minnesota, on behalf of ' said City of Sairit Faul . STATE OF MINNESOTA ) , ) SS . COUNTY OF RAMSEY ) ' � The foregoing instruinent was acknowledged before me this . day of , 1984, by Peter I�ames , Director , Department of Finance and Management Services of the City of Saint Paul , a municipal corporation of the State of MinnesQta, on behalf of said City of Saint Paul. , . ,� � � /%� ��o�(s'"� C; COOPERATION AGREEMENT ORDWAY MUSIC THEATRE THIS AGREEMENT made this day of , 1984, between the CITY OF SAINT PAUL, a municipal corporation organized under the la�vs of the State of Minnesota ("City") , and ORDWAY MUSIC THEATRE, INC., a nonprofit corporation organized under the laws of the State of Minnesota ("Ordway"). WITNESSETH: WHEREAS, the City operates a program of public recreation as authorized by its City Charter and other provisions of law, including - Minnesota Statutes Sections 471.15 to 471.191 (the "Act") and Chapter . 73, Saint Paul Administrative Code (the "Ordinance") , and the City on � . •..,.,.... � its own or in cooperation with a nonprofit corporation is authorized under said Act, Charter and Ordinance�to acquire or dispose of land, and to construct, maintain and operate recreational buildings and facilities thereon, including a concert hall and f acility for public cultural . participation; and WHEREAS, Ordway has acquired fee title to or right of entry � upon certain land located in the downtown area of the City adjacent to the Civic Center complex (the "Property") , and has undertaken construc- � tion of a building containing two concert halls of 1,800 and 300 seat capacities and related facilities (the "Facility") designed to accommo- � date performances by the Saint Paul Chamber Orchestra, the Minnesota Opera and other music and performing arts groups (the "Program") ; and o� . y • . -2- WHEREAS, the City will convey to Ordway certain land included within the Property identified as the Stem Hall Site. more fully described in Exhibit "A" hereto attached, upon which the City has previously granted Ordway the right to enter for the purpose of demolishing Stem Hall under terms of a Demolition Agreement dated October 13, 1982 (Council File No. 279291) and for. the purpose of constructing the Facility under terms of a Construction Agreement dated July 6, 1983 (Council File No. 280830) ; and WHEREAS, the City has approved a revenue bond issue by the Port Authority of the City of Saint Paul in the amount of $ for the purpose of funding Ordway' s acquisition of land, construction of the bui�lding and equipping the Ordway Music Theatre Facility. Ordway will complete these Project activities on or before , 19 ; and � WHEREAS, Ordway will be responsible at its expense to maintain the facility and to operate the Program to maintain a fund (the "Endowment") and to charge rents and fees for use of the Facility sufficient with Endowment income to meet annual expenses of such �operation and maintenance; . NOW THEREFORE, in consideration of the foregoing and of the , ' mutual covenants hereinaf ter set forth, the parties hereto agree as follows: Section 1. Conveyance. The City shall convey the land described in Exhibit "A" to Ordway by quit-claim deed in the form annexed to this Agreement. The City agrees, during the term of this -3- Agreement to exercise the power of eminent domain to acquire any owner- ship interest in said land as may be asserted as paramaunt or. adverse to that acquired by Ordway by the City conveyance; provided that this undertaking by_ the City shall not apply against any mortgage or other security interest given in the land by Ordway to secure an obligation made to finance the construction, equipping, maintenance or operation of the Facility in accordance with this Agreement, nor against the holder of any lien for labor and material performed or supplied f or the Facility or of any valid judgment against Ordway. Section 2. Construction of Improvements. Ordway shall complete construction of the Facility in accordance with the Construc- tion Agreement and the Construction Plans and Specifications prepared by . ...,...,, � � Benjamin Thompson & Associates and approved by the City Architect. The Facility includes the tunnel connection between the Ordway Theatre Facility and the renovated Auditorium of the Civic Center complex and the finished grading, installation of walkways, drives, screenwalls, . landscaping and other exterior improvements in accordance with the � Benjamin Thompson & Associates Site Grading Plan revised June 21, � 1984 and modified August 3, 1984. Ordway agrees that fn the event it proposes the construction of any additional improvements it shall first � obtain the consent of the Civic Center Commission to said improvement and the approval of the City Planning and Economic Development � Department of the construction drawings in addition to obtaining necessary building permits. Section 3. Term of Operations. Ordway shall operate the a, 1 -4- Facility as a concert hall , a music theater or for production of other cultural events available for public participation as a part of the City' s program of public recreation. Ordway shall establish and collect rentals and charges for use of the Facility sufficient with other funds available to it to pay the cost of maintenance and operation, including debt service, of the Facility throughout this term. Section 4. Mayor as Ordway Board Member. The occupant of the office of Mayor of the City shall be a voting member of the board of directors of Ordway during the term of this Agreement except that the Mayor shall not receive pay for serving as a director, nor shall he or she be subject to removal by action of the other directors, but shall serve during the term of office as Mayor of the City of Saint Paul. Ordway hereby covenants and agrees to amend i ts articl es of incorporation or bylaws to incorporate terms in accordance with the provisions of this Section. Section 5. Endowment. Ordway covenants that there has been created an operatin� Endowment under terms of an Agreement between Sally 0. Irvine as .Donor and The Saint Paul Foundation, Incorporated, as Trustee dated October 5, 1982. Ordway agrees that it wi11 endeavor to accumulate and maintain this or a substantially similar operating ' Endowment in the sum of $ , which together with rentals, will be used to meet operating and maintenance expenses. Ordway agrees to invest said Endowment in income producing property. Ordway agrees to apply the income from such investment in accordance with this Agreement and with the terms of the Agreement referred to in this Section 5. ' �. . ' -5- Section 6. Indemnity. Ordway will pay, and will protect, � indemnify and save the City, its officers, agents and employees harmless from and against all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses) , causes of action f rom any injury to or death of any person or damage to property in or upon the Facility or growing out of or connected with the use, non-use, condition or occupancy of the Facility or a part thereof. Section 7. Continued Existence. Ordway is and throughout the term of the Agreement will remain qualified to do business as a nonprofit corporation under the la►ws of the State of Minnesota, will � maintain its corporate existence, will not dissolve, sell or enter into an operating lease of the Facility, or otherwise dispase of all or , ...,..... �. substantially all of its assets, and will not consolidate with or merge � into another business entity or permit any other business entity to consolidate with or merge into it unless the consent of the City is first secured. Section 8. Reports and Access to Records. Ordway shall provide the City with copies of minutes of ineetings of its Board of � Directors and Executive Committee and an annual report of the operation of the Ordway Music Theatre Facility and public recreation program. � Meeting minutes and operating reports shall be sent ta the Director, Department of�Community Services, City of Saint Paul. � Section 9. Events of Def ault and Remedies. If Ordway shall f ail to observe and perform any covenant, condition ar agreement on its part under this Agreement, the Pledge Agreement and. Deed of Conveyance o, -6- for a period of thirty (30) days after written notice, specifying the def ault and requesting that it be remedied, given by the City, the City may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of such covenant, condition or agreement. ; Section I0. Notices. All communications under this Agreement shall be deemed sufficiently given when mailed, postage prepaid to each of the parties addressed as follows: To the City: To Ordway: � To the Civic Center Commission: Section 11. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the City and Ordway and their respective successors and assigns. IN WITNESS WHEREOF, the City and Ordway have caused this -1- Agreement to be executed in their respective names all as of the day and year first above written. . ORDWAY MUSIC THEATRE, INC. By . Its . By I ts Approved as to Form: CI TY OF SAI NT PAUL By Assistant City Attorney Mayor By City C erk , . ��. F . sy D�rector, Department of F�nance and Management Services a� . � � �, ��'��o� `(` �J u. �r�L.�R�Al��.V 1V �.J�11V�.�L I.A. 0'Shaughnessy Plaza•St. Paul, Minnesota 55102•(612)224-7361 � Mariene I. Anderson Managing Director ' September 7, 1984 Mr. Richard Beeson Project Manager Development Division Departraent of Planning & Economic Development City Hall Annex St. Paul, I�i 55102 Dear Mr. Beeson: Attached please find a copy of Civic Center Authority Resolution No. 2264 concerning the transfer of title to that portion of city-owned/Civic Center controlled land to the Ordway Theatre. All of the conditions have been met by the Ordway Theatre group, and we now regard the agreement between the Ordway and the Civic Center Authority as successfully concluded. Yours very truly, �"�")a�e�u. C�i-��o�r� Marlene Anderson Managing Director Enclosure ..- ,�.. _- - - '"`x°�^u 55 �' ` � � _ _ �7^�� CIVIC CLNT�R AUTHORtTY � Ol� THL' CITY OF SAINT PAUL 2264 AUTHORITY RESOLii i ZuN CCA N(n, _ ------------------------------------------------------------- - RESOLVED, that the Civic Center Authority hereby consents to the transfer of land controlled by it and owned by the city �,s such is reflected in the black- bordered area on the map entitled Exhibit "A," appended herewith and made part of this resolution, and FURTHER RESOLVED, that the Civic Center Authority acknowledges the representations of Mr.� Frank Marzitelli made before the August 24, 1982, meetinq of its Operations and Personnel Committee, in which he announced that in consideration of the ratification, the Ordway Theatre group will absorb all costs that may come to the Authority for the conversion of the electrical power source for the old Auditorium; will bear all costs for the placing of a common wall between the Civic Center complex and a new theatre in a reasonable state of re�air; an� will maks zll reaso_^.able efforts to provide for ingress and egress for Civic Center patrons through the Fourth Street doors during construction. AMENDED AS FOLLOWS: Civic Center Authority approval subject to satisfactory funding proposal prepared by the City of Saint Paul. . Authority Yeas Nays 1�OiiM APPROV�D BY � ✓'Lantry, Chairman � CITY ��i � � '/Lu� 13Y C' LL �llel�sney , , � �Fletcher �ranovsky APYROVED BY CCA �KOSt . Date 1982 oreen � � �cheibel � BY �' ' �wanberg Chairman, CCA � � ��--/alo-.� . �ITT o, GITY OF SAINT PAUL ;~ �� OFFICE OF THE MAYOR � uu�i,nin u�� l�t n i v� �o ,... 347 CITY HALL SAINT PAUL, MINNESOTA 55102 GEORGE LATTMER (612) 298-4323 MAYOR T0: Rick Beeson `�� FROM: LeeAnn Turchin � Administrative Aide DATE: September 14, 1984 RE: Conveyance of Property - Ordway Music Theatre After reviewing the draft agreement which provides for the conveyance of property relative to the Ordway Theatre, this is to indicate my support for the action outlined in said � agreement. LT/lm a�46 . � @�� .�".�''�'•., . , �O � � � CITY OF SAINT PAUL � � INTERDEPARTMENTAL MEMORANDUM Department of Community Services ; September 18, 1984 T0: Rick Beeson FROM: Kathy StackXC� � '7` � RE: The Ordway Music Theatre Cooperation Agreement As you requested, we have reviewed the Ordway Music Theatre Coop- eration Agreement and the Department of Community Services is supportive of the request to convey the Stem Hall property to the Ordway Music Theatre, pursuant to Chapter 73 of the Saint Paul Administrative Code. /bb • �n,r�:=:;r:�. 80 � �� :o �: CITY OF SAINT PAUL INTERDEPARTMENTAL MEMORANDUM To: Rick Beeson Fram: J. William Donovan Date: September 18, 1984 Re: Ordway Music Theatre Cooperation Agreement and Dee� of Gonveyance and Govenant I have reviewed the two referenced documents and find the �ity's interest protected. You have expressed to me that it is the intention of the Ordway Music Theatre Inc. to subsequently grant easements to the Civic Center Authority for the purpose of providing the Authority eme�c3ency ingress ar�l egress to and from the Civic Center crossing the ptoperty now being conveyed. JWD:dm �.-��';� � � ;'i.fo i �;.- ,dG �1�� /"�la� �'� �.,,� �� CITY OF SAINT PAUL INTERDEPARTMENTAL MEMORANDUM T0: Ri ck Beeson �� r -, / 1� FROM: Greg Blees DATE: September 18, 1984 RE: ORDWAY MUSIC THEATRE I have reviewed the proposed cooperation agreement between the City of Saint Paul and Ordway Music Theatre, Inc. , and do not have any problems with its conditions. ��L��,� �`,.``�-�9�- �� 1�_ � C . ,, ��, � > � � � � � � GB/lm � :*X`::5 ,�.k!; ��iz� AFFIDAVIT OF PUBLICATION STATE OF MINNESOTA COUNTY OF RAMSEY - FtOSEMARY J FRANR NOTICE OF � � being PROPOSED DISPOStF10M � S;N'�,�� ' • duly sworn on oath, says: that he is, and during WNpqTOOifDW'4Y-� �� all times herein stated has been, Clerk of the ,..A��►C►IEwTR IMiven �,: �,.r,�'H��b.. Northwest Publications, Inc., publisher of the . �*w��: +K:' newspaper known as the St. Paul Dispatch, St. C ctl CrA�1nWn; h F 'x'�'a.•�,,,�,,�,,,e Paul Pioneer Press, St. Paul Sunday Pioneer T'��'��°��,w Press, a newspaper of general circulation within '�,q�"'��m the City of St. Paul and the County of Ramsey. .of eonv�ylny,�p OrOw lY� . ��sic.•t�MN?tf:�'Mt -(�pX � P�:"°'"''"0 °"°fD��-"�'� That the Notice hereto attached was cut from :�*�,' "'��, fx�`� '� �"' the columns of said newspaper and was printed �"��'i��`•f'��•�T „ ��.��,�,,,�„� and published therein on the following dates: �Y�+��+°�`��, e"�"��r'ac a.r ar i'�r�,•� 8 th day of Se'p 19 84 �'q4t Mi��Cdcy"7tp.TS leo5lX' f Aeidp ! tb d tla. S»m� t cf __s—fd �o�„�� a��,i:k. day of , 19 o�prate iny'�qcd hallstof t ' � sia'f a`6t-' diilpned o ,„p"�o'"�p�_ day of � i9 performances by fKa:,SaJW.. Paul ChsmDer OreA�strA Nw� d$y Of , 19 Mlnnitota Oplre a�1{ftq � music anC ps�6i�,ql,�,c yroups,sll wlt �� . � -CHy�of Saini Paul. ., Tha terms and '" r tbns of said coAveyad,�}, g' ' d8y Ol , 19 a�t forth tn a Dsed qf"Cor�v_y- � ance and Govenapt and Loop-� � eration Ayr�smPnt, Osdway Music Theatre, cop[is-.AE� � � whipch are available for pubFlc- �aY O� �� buii ess boun Inithi�1�� the Ciiy Clerk,Room��,�� d ay of � 17 Mall. , � Dated:5ephmber6,79�n:.,u Atbe[t B.Olson City Clsrk � `•,"°" Preu Disp SaP.8 No.9,�""��° . Subscribed and sworn to before me this lith day <,f S�P , lq 84 Notan� Public Washington Cc>unty, Minnesota My commission expires Oct 10 , 19 87 x�a,��aa�.��n��,��m�� F��rm L�N� � ;i;;��.. KAY M RITCHiE � � ' "'� NOTARY PUBIIC MINPJE50TA � �i_/��E�. a�? � WASHING70N C[7UNTY � ��r ,� �� • My Cammission Expires Oct. 10. igd7 �v��r�+�'n��v��vrnVirr�rr'�'�rrw��'tl�'Y"Y' WNITE � CITV CLERK ►�INK - FINANCE G I TY OF SA I NT PAU L Council �//!��/ CANARV - DEPARTMENT File NO. 4 / `�� BI.UE - MAVOR City Attny/JTH Council Resolution Presented By Referred To Committee: Date Out of Committee By Date RESOLUTION APPROVING AMENDMENT OF THE REDEVELOPMENT PLAN AND TAX INCREMENT FINANCING PLAN OF THE NEW HOUSING AND BLIGHTED LANDS DEVELOPMENT PROJECT; ENLA.RGEMENT OF ETNA-BIRMINGHAM SITE N0. 13 WHEREAS, by its Resolutions , CF No. 276969 and 276970 adopted June 9 , 1981, the Council of the City of Saint Paul approved the Redevelopment Plan and Tax Increment Financing Plan and the New Housing and Blighted Lands Development Froject and Tax Increment Financing District therein provided for encompassing the provision of new housing, including hausing for low and moderate income persons and families , on eighteen separate, undeveloped sites with tax increment financing assistance; and WHEREAS , there has been submitted to this meeting a Proposal to Amend the New Housing �lnd Blighted Lands Development Project and Tax Increment District, Etna-Birmingham, Site ��13 , consisting of six mimeographed pages , a location map and site plan, and an Attachment containing the specific Plan amendments , which Proposal would enlarge the geographic area by 3 .57 acres contiguous to the Southerly part of Site ��13 to be acquired as excess highway right- of-way from the State of Minnesota, would increase estimated project expenditures permitting the private construction of 60 units of low and moderate income housing on said Southerly part or the Etna-Birmingham Site and would increase the portion of captured assessed value to be retained by HRA for the Project ; and COUNCILMEN Requested by Department of: Yeas Nays Fletcher o►ew [n Favor Masanz Nicosla Scheibel __ Against BY Tedesco Wilson Form Approved by City At rne Adopted by Council: Date Certified Passed by Council Secretary BY G sy tapproved by lVlavor: Date Appr d Mayor for Submiss' to Council By _ By . - ��yr�/�� -2- WHEREAS, by its Resolution No . 84-17 adopted Au,ust 13 , 1984 the Saint Paul Planning Commission upon findings of need for provision of low and moderate income housing and for enlargement of the Etna-Birmingham Site to make feasible its private develop- ment , indicated its support for the Amendment and recommended its adoption by the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (HRA) and the City Council ; and WHEREAS , by its Resolution No. 84-8/15-3 adopted August 15 , 1984, the HRA upon findin�;s that the enlarged Etna-Birmingham Site constituted a blighted area under Section 462 .421 , Subd. 13(1) , (2) or (3) , a redevelopment district under Section 273 .73 Subdivision 10(3) , and a housing district under 273 . 73 , Subd. 11 , of Minnesota Statutes , that enlargement of the Site would imnrove the financial feasibility of its development for housing use, and that enlar�ement of the Etna-Birmingham Site was in the public interest and necessarv to accomplish the purposes and objectives of the Redevelopment and Tax Increment Financing Plans approved the Amendment; and WHEREAS , HRA and Gaughn Land, Incorporated, a Minnesota business corporation, have entered into a Land Sale and Develop- ment Agreement under date of September 17 , 1984, providing for the staged purchase and development of the Southerly part of the enlarged Etna-Birmingham Site by said private business corporation with 60 units of low and moderate income housing with purchase mortga�e money commitments from the Minneapolis , Saint Paul Phase II Family Housing Fund and Joint Housing Fund Programs ; and WHEREAS , the HRA has provided opportunity to the members of the Ramsey County and Independent School District Pdo . 625 Boards opportunity to meet with the HRA Board and has presented copies of the Amendment by cover letter dated August 6 , i984, including an estimate of the fiscal and economic implications of the proposed Amendment , and the HR.A has also submitted the Amendment to and received favorable recommendations from the District 4 Planning Council and the Capital Improvement Budget Committee; and � ' ��-y�,�G>� -3- WHEREAS , the City Council has received public comment from all interested parties at a public hearing conducted on the Amendment on Thursday, September 20, 1984, upon notice published in the Saint Paul Pioneer Press and Dispatch and the Saint Paul Legal Ledger on August 25 , 1984, has reviewed the reasons and data set forth in the Amendment supporting the findin�s and determinations hereafter set forth, and has considered the written findings and recommendations of the District Council , the Planning Commission, the CIB Committee and the HRA and other information available to and within the knowledge of the Councilmembers ; now therefore, be it RESOLVED by the Council of the City of Saint Paul , in view of the foregoing hereby approved as findings that the following further findings are hereby made : 1 . That the enlarged Etna-Birmingham Site �k13 would not be made available for redevelop- ment, nor could the provision of new low and moderate income housing thereon reasonably be expected to occur solely through action by private enterprise within the reasonably foreseeable future without the use of tax increment and the other financial aid sought and to be pro- vided under the amended Project Financing and District Tax Increment Financing Plans ; 2 . That the Amendment will afford maximum opportunity, consistent with the sound needs of the community as a whole for the provision of new housing by redevelopment of the Southerly part of the Etna-Birmingham Site by private enterprise ; 3 . That the Amendment conforms to the Saint Paul Comprehensive Plan, the general plan for the development of the community as a whole ; and 4. That the enlarged Etna-Birmingham Site ��13 singlely, and together with the other Sites of the New Housing and Blighted Lands