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Presented 8y
Referred To
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Committee: Date
WHEREAS, the City Walk Pazking Ramp (the "Ramp") is owned by City Waik Ramp
Partnership who proposes to sell the Ramp to St. Paui Properties, Inc.; and
WHEREAS, the cunent ownership of the Ramp is financed through the issuance of St.
Paui Pozt Authority tax exempt revenue bonds; and
WHEREAS, as a condition to the retention of the tax exempt status of the bonds
issued a portion of the parking space in the Ramp has been dedicated to public parking; and
WHEREAS, in connection with the eazlier acquisition, development and operation of
the Ramp, the Port Authority, City and I3RA have entered into various written agreements
pertaining to the reservation of public pazking space in the Ramp; and
WHEREAS, the only requirement for the reservation of public parking space will
ternunate upon redemption of the tax exempt revenue bonds issued in the financing of the
Ramp; and
WHEREAS, bond counsel for the Port Authority for said bonds has issued its opinion
stating that upon payment of the remaining bonds issued in connection with the Ramp, the
public pazking requirement will terminate; and
WHEREAS, the current buyer, St. Paul Properties, is asking for confirmation and
acknowledgment of the HRA, City and Port Authority that there are no other remaining
agreements, covenants, conditions or restrictions crearing or requiring public pazking in the
Ramp;
RMENOEO
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Council File # 9G -�3
Green Sheet # 3�
RESOLUTION
41NT PAUL, MINNESOTA
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NOW, THEREFORE, BE IT RESOLVED by the Council of the City of St. Paul that
the suuunary agreement and estoppel letter in form as approved by the City Attomey aze
hereby approved and the proper City officers are authorized to execute the same on behalf of
the City of St. Paul.
tional
�'�������.�
contract
or three
1 provide 30 spaces to satisfy the
il the earlier of the creation of
the da[e hereof. June 12. 1999.
� Department of:
°�- �COi�amA:a C
Form�Approved by City Attorney
By: �
Approved by Mayor: Date Z 16�
BY: �-� ��
�
B �� -�-�-
Approved by Mayor for Submission to
Council
By: j� `
Adopted by Council: Date � `
Adoption Certi£ied by Counci Secretary
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OEPYIF7MENT/.�FFICEJCOUNCIL DATE INITIATED � L .� '✓ !
GREEN SHEET '
P.E.D. June 4 �.9 INRIAVDkTE � INRIAWATE
CONTACT PEASON & PHONE � DEPARTMENT DIFiECTOR � CITY COUNQL
Jim O'Leary 266-6643 N�B�FQR OcmarroaNev oCITYCLERK
MUS7 8E ON CAUNGIL AGENDA BY �DA7� p0U'fiNG � Bu�'� DiRECSOFl � FlN. & MGL SERV7CE5 DIR.
ONOEfl � MpVOR (OR ASSISTAN� �
dune 12, 1996
TOTAL # OF SIGNATURE PACaES (CLIP ALL LOCATIONS FOR SIGNATURE)
AGTION RE�UESTEO:
Approval to eaecute a Su�a.ry Agreement and Estoppel Letter for Saint Paul Properties, Inc.
in connection with the purchase bp Saint Pau1 properties of the City Walk Bamp.
FiECOMMENDATIONS: ApprO"e (A) or RejM (R) PERSONAL SERVICE CONTHACTS MUST ANSWER THE FOLLOWING QUESTIONS:
_ PL4NNING COMMISS�ON _ CIVIL SERVICE COMM�SSION �� Has this person/firm ever worked under a contract fo� this department?
_CIBCOMMITTEE _ VES NO
2. Has this personHirm ever been a ciry employee?
_ STAFF — YES NO
_ DISTRICTCOUR7 _ 3. Does this person/firm possess a skill not normally possessed by any current city employee?
SUPPORTS WHICH CqUNGI OBJECTiVE? YES N�
Explain all yes answers on separate sheet and ettach to green aheet
1NITIATING PPOBLEM, ISSUE, OPPORTUNfN (Who. What, When, Where, Why):
Saint Paul Properties, Inc.(St_ Paul Companies) is in the process of purchasing the City
Walk Ramp:,r Certain conflictions requiring the availability of public parking in the ramp
egist due to Port Authority Revenue Bonds issued to the present owners and certain
Taritten agreement i.n connection with the acquisition, development and operation of the
ramp by the City, Port Authority and ffi2A. The public parking requirement will terminate
upon the redempfion of the Bonds.
ADVANTAGES IF APPROVED.
Saint Paul Progerties will he ahle to provide pa=king for their company in downtown
Saint Paul in their own facility.,
DISADVAN7AGESIFAPPROVEO:
None {�'�lS�k �:���5�9 ���d
JUEv � � ��5�
_ ._._---- �-----�- ° �`- - �
DISAPVANTAGES IF NOTAPPROVED' �
Sale of City Walk Ramp will not take place.
TO7AL AMOUNT OF TRANSACTfON S N� COSTlREVENUE 9UDGE7E0 (CIRCIE UNE) YES NO
FUNUIfiG SOURCE ACTIVITY NUMBER
FINANCIAL INFORIfiATION� (E%PlA1N)
°t�-�3a
Housing and Redevelopment Authority
of the City of Saint Paul, Minnesota
June 12, 1996
item 7
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Saint Paul Properties/City Walk Parking Ramp
Resolution 96 -
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THIS AGREEMENT, made as of the _ day of May, 1996, by and among THE HOUSING AND
REDEVELAPMENT AUTHORITY OF 7HE CITY OF SAINT PAUL, a puWic body corporate and polftic
organized and e�dsting under the laws of the State of Minnesota ("HRA�, THE PORT AUTHORITY OF THE
CITY OF SAINT PAUI, a pu6lic 6ody co�rate and poliUc organlzed and e�sting under the laws of the
State of Minnesota ('YWthorit�, TIiE CITY OF SAINT PPJJL, a Minnesota muntcipai corporation ('City'j, ST.
PAUL PROPERTIES, INC., a Delavrare corporation (`SPP') and CiTY WALK tiAMP PARTNERSHIP, a
Minnesota generai partnership ('PaRnership'.
WITNESSETH
WHEREAS, the Partnership is the fee owner of that certain reai property in Ramsey CouMy, Minnesota
legally desc� on Euhi it A attached hereto ('Land�, whlch Land fs imprared wlth a multi-Ie�rei 502-car
parking ramp known as the Ciry Walk Parking Ramp (`Ramp') (with the Land and Ramp sometimes
hereinafter collectively referred to as the 'ProjecY);
WHERE4S, the land was ortgtnally acquired by the HRA prior to 1980 for redevelopment purposes;
WHEREPS, the HRA conveyed the Land to TGA, inc., a Minnesota corporation ('De�ioper') on
December 30, 1980, subJect to tfie obligation of Dereloper to complete the consiruction of certain
improvements, including without fimitation tfie Ramp, on the tand;
WHEREAS, in 1981 the Authorfty issued its tax-exempt revenue bonds to finance the construction aF
the Ramp which was then subleased to the Ciry of St. Paui ('1981 Bonds'), which 1961 Bonds v�re refunded
in 1984 with the Authoritys $4,125,000 Serles 1984-t Refunding ReHenue Bonds ('1984 Bonds') which 1984
Bonds were, in tum, refunded in 1986 with the Authority� Serfes 1986 Speclal Revenue Refunding Bonds
('1986 Bonds');
WHEREAS, in 1990, a portfon of the 1986 Bonds Nms returxied wRh the Authoriry's $1,600,000 Taxabfe
Industriaf De�refopment Re+enue Bonds, Series 1996-A ('Taxable Bondsh and the Project was feased to the
Partnership by the Authority pursuarrt to that certafn Lease Agreement dffied August 16, 7990 ('Lease');
WHEREAS, in 1994, the Lease was terminated, the Partnership acquired the Project from the Authority
and in connectlon thereavith a) the Au[horiry and Partnership entered into that certain Purohase Note and
Agreemerrt dated April 1, 1994 ('PN AgreemenY) pursuar�t to which the Partnership is obligated to make
certain payments (herelnafter 'PN Agreement Obligatfons'� relating to the Taxabie Bonds and b� the
Authority issued its $Z,410,O�O.UO VariaWe Rate Dema�d Parking Revenue Refunding Bonds ('City Walk
Ramp ProjecY) Series 1994 ('Tax Exempt Bonds') to refund the remaining portion ot the t986 Bonds;
qt-c3�.
WHEREAS, in connection with the acquis8ion, developmerrt and operatlon of the Ramp, the Authoriqt
City and the HRA have eMered into various written agreements pertaiNng to the Project, induding without
limitation those certain agreemerrts described in Exhi it B attached hereto ("Prior Ag2emeMS�;
WHEREAS, Partnership desires to seil and com�ey the Project to SPP and In wnnection wrth such
prospective sale, the parties hereto desi2 to confirm, acknowledge and agree that but fior certain public use
requiremerrts in connection with ihe Tax-Exempt Bonds described in that certain Loan Agreement between
the Authority and Partnership dated as of Aprii 1, 1994 ('Bond Requiremerrts', there e�cist no cavenarrts,
agreemerrts, restrictions or other agreemerrts requiring arry portion of the Project be used as a public
parking facility;
WHEREAS, the HftA, the Auihoriry and tfie City have received an opinion of counsel confirming that
the Sond RequiremeMS are tertnineted and ot no furtfier force and sffffect upon repaymeM of the Tax Exempt
Bonds;
NOVk THEREFORE, fn consideration of the faegoing and for other good and valuaWe consideration,
the parties hereto agree as fdlavs:
t. Recitals a Part Hereof. The Recitals set forth abare shall be deemed a part of this Agreement and
are hereby incorporated herein by reference.
2. No Public Use Reauiremer�t. The Authorit�y the City and HRA hereby co�irm, acknowledge and
agr�ee that arry cwenarrts, condfttons, resVictions or agreements requiring or creattng arry pubiic
parking requirement with respect to the Project, induding wRhout timi[ation arry such public parking
requiremeMS set forth in, described in or referenced in the Prior pocumerds, are hereby terminated
and of no further force and eifect bu[ for the Bond Requirements, which Bond Requirements terminate
and are of no further force and efFect upon repaymerrt of the Tax-Exempt Bonda
3. Counteroarts. This Agreemerrc may be e�cuted in arry number of counterparts, each of which shall
be deemed to be an original and aIl of which together shail constftute one and the same Agreement,
and R sfisll not be necessary in making proof of this Agreemerrt to produce or accour�t for more than
one such fu8y executed cowrterpart.
!N WITNESS WHEREOF, tha parties heseto have executed this Agreement on the date and year ftrst
above written.
THE HOUSING AND REDEVEtAPMENT AIJTHORITY
OF TfiE C1TY OF SAINT PAUL
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STATE OF MINNESOTA )
) ss.
COUIYTY �F uc"�.,�r."r��-i n� )
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The foregoing instrument vras acknonAedged before me this _ day of , 1996 by
, the of The Ffousing and Redeveiopmerrt
Authority of the City of Sa1rd Paui, a publlc body corpomte and politic, on behalf of the public body.
Notary Publlc
STATE OF MINNESOI'A )
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COUNTY OF uF ' '�,°;:� )
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The foregoing instrumert was acknoMedged before me this _ day of , 1996 by
, the of The Housing arxi Radev�opmeM
Authoriry of the Ciry of Sairrt Paul, a puWic body corporate and polidc, on behalf of the public bodx
Notary Pubiic
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THE PORT AUTHORITY OF T4iE CITY OF SAtNT PA1JL
By:
STATE OF MiNNESC3TA )
)�
COUNTY OF�NNEPHtl'� )
ctYh� �-/
The foregoing instrument v�as acknawfedged beFore me this _ day of , 1996
by , the of the Port Authority of the City of Saint
PaW, a public body corporate and politic, on 6ehalf of the public bodx
Notary Public
STATE OF M�NNESOTA )
)�
COUNTY OF idEMNEPfN )
The foregoi g instfume� vras acknavledged before me this _ day of , 7996
by , the of the Port Authority ot the City of Sairt
Paul, a public body corporate and politic, on behalf of ihe pubiic bodx
Notary PuW(c
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ClTY WALK RAMP PARTNERSHIP
By:
STATE OF MINNESUTA )
) ss.
COUNTY OF-IiERHOEPtEt )
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The foregoing instrulnent was acknavledged before me this _ day of , 1996 by
, the of Ciry Walk Ramp Partnership, a Minnesota
general partnership, on behalt of the gene�ai partnership.
Notary Pubilc
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THE C{TY OF SAINT PAUL
By:
STA7E OF MINNESOTA )
wm � ) �.
COUNTY OF )
The foregoing instrumeM was acknaviedged befote me this , day of . 1996
by , the of the C'sry of Saint Paul, a Minnesota
municipal corporation, on behalf of the co►po�ation.
Notery Pubiic
STATE OF MINNESOTA )
�tY1 � ?
ss.
COUNTY OF'f'iERfWEPH�' )
The foregoing instrument was acknavledged before me this _ day of , 1996
by , the of the Ciry ot Saint Paul, a Minnesota
municipal corporation, on behalf of the corporation.
Notary Public
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ST. PAUL PROPERTIES, INC.
STATE OF MINNESOTA )
) ss.
COUNTY OF-ii�E�tN )
The foreg�oi g lnstrument was ackncmAedged beFore me this _ day of , 1996
by , the of the St. Paul Properties, inc. a Delau�are
cwporation, on behalf of the corporat(on.
Notary PuWic
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HIX IB1T A
LEGAL DESCRIPTION OF LAND
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IXHIBIT B
PR{OR AGREEMENTS
1. Purchase Note and AgreemeM dated as of AprN 1, 1994 among Authoriry and Partnership.
2. Agreemerrt with Respect to City Walk Parking Ramp dated as of May 1, t990 among HRA, Cfty,
Authority and Partnership filed of recosd October 5, 1990 as Documerrt No. 932897.
3. Deed of Conveyance of Land for Redevelopmerrt firom HRA to TGA, I�c. dated August 4, 1982 filed
of record August 73, 1982 as Document Nos. 2153449 and 725691.
4. Skyway qqreement dated June 6, 1982 among HRA, Authoriry, City, Ted Glasnxl Assoctates, Inc.,
TGA, lac. a�d Oxford DevelopmeM Minnesota, Inc., filed of reCOrd �ctober 28, 1982 as Document
No. 2160008 (A) attd fited of record February 17, 1983 as Documerrt No. 733132 (T').
5. C'dywide Redevelopment Plan described in City Councli Resdu[ion No. 277600 dated October 28,
1981, as amended.
6. Verticai Easement Agreement dated as of March 1, 1981 among HRA, Ted Giasnid Associates, Inc.
and TGA, Iric. filed of record April 3, 1981 as Document Nos. 2171880 and 705793.
7. Suppiemental Agreement dated as of March t, 1981 among HRA, City, Authoriry, Ted Glasrud
Associates, Inc. and TGA, Inc.
8. Contract for Sale of Land for Pmrate Redeveiopmem heM�en HRA and TGA, inc. dated Decem6er
30, 1980, as amended.
9. Deed of Co�nce of tand for Redeveiopmerrt from HRA to TGA, inc. dated December 30, t9B0
filed of record December 3t, 1980 as Document Nos. 2702384 and 702073.
10. Citywide Redevelopment Plan apprwed by City, Council Resdution No. 273248 dated Juiy 3, 1979,
as ameruied.
123672�A0�)12�DOCUA16Nf�9UMM-M3f.9�S&BB�IGkWh
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CITY WALK PARKING RAMP ESTOPPEL IETCER Cdy - 5/9/96
The undersigned, being the of the City of Sairrt Paul, a
municipal corporation ('City'), does hereby deiiver the endosed Estoppel Letter to St Paul Properties, Inc.
('St Pau1') to be relied upon by St Paul in conneetion with the purchase by St Paui ot the City Walk
Parking Ramp (`Ramp•):
1. The undersigned is duly authorized and empawered to deliver this Escoppel Lstter on behalf
oE the City.
2. The surety bond required in paragraph 23 of that certain Skyway Agreement among ihe Ciry
and others dated June 6, 1982 (`Skyuvay AgreemenY) as in fWi force and effect and no defauR exists in
connection ther�rith.
3. The purchase by St. Paul of the Ramp, the utilization by St. Paul emp�oyees of the Ramp, and
(atthough it is not currently coMemplated) the poterrtial uttlization by the St Paul of the Ramp exclusiveiy
fw its emplayees rather than utNization of the Ramp as a public parking facility, do not violate the terms of,
or constitute a dehault under. (i) that certain Ciry-wide Redevelopmerrt Pian dated July 3, 1979 and appraved
by Sairrt Paul City Councll Resolution No. 273248 ('Plan Ik') and the dxuments referenced therein; (ii) that
certain City-wide Redevelopment Plan dated October 28, 7991, approved by Saint Paul City Council
Resoiution No. 277600 (`Plan B") and the documents referenced therein; (iii) that cescain Skyway l4greement
among the City and other partfes dated June 6, 1982 ('Slcyway Agreemern'); ('rv) that certain Agreemerrt with
Respect to City Walk Parking Ramp dated May 1, 1990 among the Citx the Housing and Redevelopment
Authoriry of the Clty of St. Paui (`HRlCj, the Port Authorfty of the Ciry of St. Paui (7Authority'), and City Walk
Partnership ("Ramp Agreemerrt"), and {v) arry other agreesnents to which the City is a party or in which the
City has an interest pertaining to the Ramp.
4. No default exists and no events have accurred which wi[h the passage of tlme or giving of
notice or both, would constitute a detauit uncier a�y agreemerrt to which the Ciry is a party or in which the
City has an irrterest pertaining to the Ramp.
The undersigned acknowledges, on behalF of the Cit� that this letter is being delivered by the City
to St, Pau! in connection w+th the purcfiase of the Ramp try the St. Paui, arxi that the St. Paui wil! rely upcsn
the accuracy of the statemerrts coritained he2in in co�nection with such purchase.
Dated: May ,, 1996
CITY OF SAIM PAUL, a municipal corporation
By:
rcs:
�Z3 W2�40�742\OOCUMFM�iF1-0R V.2�C'P9B�IGKIdh