87-234 WHITE - C�TV CLEr7K
PINK - FINANCE GITY OF SAINT PAITL Council r'/
dANARV- DEPARTMENT File NO. v �-���
BLUE - MAVOR
Council Resolution �--��
Presented By , °� #
f
__�'
Referred To Committee: Date
Dut of Committee By Date
WHEREAS, he Housing and Redevelopment Authority of the City
of Saint Paul, Minnesota (the "HRA" ) , and Sibley Apartments Re-
development Co pany Limited Partnership ( "Sibley" ) and Jackson
Apartments Red velopment Company Limited Partnership ( "Jackson" )
have each prev' ously entered into Redevelopment Company Contracts
dated as of Ma ch 22 , 1984 (collectively, the "RCC" ) relating to
the developmen of certain property (the "Project" ) in Saint Paul,
Minnesota; and
WHEREAS, he primary financing for the Project consisted
of loaned proc eds from HRA rental housing development bonds (the
"Original Bond " ) ; and
WHEREAS, ibley, Jackson and the HRA have undertaken to issue
new bonds (the "New Bonds" ) to refinance the Oriqinal Bonds; and
WHEREAS, he proceeds of the New Bonds will be loaned to
refinance the riginal Bonds, and such loan will be secured by
a new first mo tqage on the Project; and
WHEREAS, ibley and Jackson have requested that the HRA approve
and execute ce tain amendments to the RCC, including execution
of a new Subor ination Agreement which subordinates certain rights
of the HRA in aid RCC to the lien of the aforementioned new first
mortgage.
BE IT RES LVED by the Council of the City of Saint Paul,
Minnesota, as ollows:
l. Amen ment to the Jackson Redevelopment Company Contract
and he Sibley Redevelopment Company Contract, in the
form attached hereto, is hereby approved.
COUNCILMEN Requested by Department of:
Yeas Drew Nays
Nicosia [n Favor
Rettman
Scheibel
Sonnen __ AgBillSt BY
Tedesco
Wilson
Form Approved by City Attorney
Adopted by Council: Date
Certified Passed by Cuuncil Secret ry By ��" -�`�G�
sy�
Approved by Mavor: Date Approve by Mayor ubmission to Council
By - —
WMITE - CITV CLERK
�PINK - FINANCE GITY OF SAINT PALTL Council n /J
LUER�- MAVORTMENT File � NO. ��_•�+'
Council Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
Page 2 .
2 . Exec tion of a Subordination Agreement, in the form
atta hed hereto, as called for in Section 1. 06 of the
RCC ' s hereby approved.
COUIVCILMEN Requested b Department of:
Yeas Drew Nays ��_�
Nicosia ln Favor
Rettman
Scheibet a
Sonnen __ Agalllst BY
Tedesco
W ilson
FEB 2�, 1987 Form Approved by City Attorney
Adopted by Council: Date ��
Certified Pa Cou .il Se t BY
By�
A►pproved by Yla or: at ��� � 2 7 7 Approved by May Submission to Council
.�
._ ,
By _
p �, ISHED sti`������
-
,� . (������N° 06204
, ,-. PEO - Hoasing' DEP�tRTME _
. Gary Peltier CONTACT
PHONE
DATE Q��� Q Q
�
ASSIGN NUI�ER FOR ROUTING OR R C1 i All Locations for S�i �ature :
pa wtment Director 4 Director o�" Management/Mayor
Finance and Management S rvices Director � 5 City Clerk
Budget Dil"eCt01" ,1, -Kpn ,lnhncnn -
� City Attorney �6ecky Har man)
HAT WILL BE ACHIEVED BY TA�C NG aCTION ON THE ATTACHED MATERIaLS? (Purpose/ :
Rationale) :
City Council app oval of amendments to Sibley and Jackson rental housinq
redevelopment co pany contracts, necessary as part of refunding bonds
COST BENEFIT BUDGETARY AND ERSQNNEL IMPACTS ANTICIPATED:
. None
FINANCING SOURCE AND BUDGET CTIVITY NUI�BER CHARGED OR CREDITED: (Mayor's sign,a-
ture not re-
Total Amount of "Transacti n: quired if under
� �10,00Q)
Funding Sources
Activity Number: •
ATTACHMENTS List and Number All Attacimients :
City Co ncil Resolution
pEPARTMENT REVIEW CITY ATTORNEY REVIEW
�Yes No Council Resolu ion Required? ' Resolution Required? Yes No
Yes X No Insurance Requ red? Insurance Sufffcient? Yes No
Yes �Np Insurance Atta hed: ��
, . � _ ,
(SE •REVERSE SIDE FOR IIVSTRUCTIONS) � _ �
Revised 12/84
� ° 1 � , . . ��7-�3�
.
A11iEN �IENT TO REDEVELOP1�tENT CO1�iPANY CONTRACT
(Jackson)
This Agreement is entered into this day of , 1987, among the City of
Saint Paul, Minnesota, a Minnesota municipal corporation (the "City"), the Housing and
Redevelopment Authori y of the Cit� of Saint Paul, a ("HRA") and
Jackson Apartments edevelopment Company Limited Partnership, a Minnesota limited
partnership ("Owner" or 'Developer").
BACKGROUND �
A. HRA, City nd Owner have entered into a Redevelopment Company Contract
dared March 22, 1984 (the "RCC"), relating to certain property in St. Paul, Minnesota,
defined in the RCC as t "Project."
B. At the time the RCC was entered into, it was contemplated that the Project
would be financed pri arily by means of certain bonds issued by the HRA, secured by a
mortgage on the Proj ct and insured by the U.S. Department of Housing and Urban
Development ("HUD"). Said bonds are referred to herein as the "Original Bonds" and said
mortgage is referred to herein as the "Originai Mortgage." The loan of the bond proceeds
by the HRA to Owner is referred to herein as the "Orjginal Loan"
C. The RCC co templates that certain parking spaces could be made a part of the
Project if used by t e Partn�rship,-. but the parties have in practice not caused any
parking spaces to be part of the Project.
D. T'he parties ontemporaneously herewith are arranging for the refinancing of the
Original Bonds and th Original Loan by means of new bonds under a Supplemental
Indenture of Trust dat d , 1987 (the "New Bonds"), and the loan of the
proceeds thereof to O ner (the "New Loan"). 1'he New Loan is evidenced by a Loan
Agreement (the "Loan greement") dated , 1987, and is secured by a mortgage
(the "Bond Mortgage"), d ted , 1987.
E. Under the CC, the Owner has certain obligations to make payments of
principal and interest, hich obligations are intended to be secured by a mortgage junior
to the Bond Mortg e, pursuant to Section 1.06 of the RCC. Owner has
contemporaneously here ith executed such a mortgage (the "PILOT Mortgage") on the
Project. The parties reto desire to provide for the subordination called for in Section
1.06 in the RCC by the e ecution of this agreement.
NOW, 'THEREFO E, for valuable consideration hereby acknowledged as having been
received, and in fulfiil ent of the requirements of Section 1.06 of the RCC, the parties
hereto hereby agree as fo lows, fully intending to be legally bound hereby.
AGREE111ENT
1. The parties a knowledge that the term "Project" as defined in the RCC does not
include any pe.rtion of the property of Owner used or designed primarily for. parking,
retail or o€fice use, wh ch excluded property Owner has been and shall be free to dispose
. �� . � ��-i-a3y
of in �such manner as Owner deems appropriate, without restriction by the RCC, the Pian
for Tax Exemption de cribed in the RCC or statutes relating thereto, and without causing
any default or accelerati n under any of the same.
2. Section 4.01 f the RCC is hereby amended to read as follows:
"Section 4.01. R nt Restrictions. Developer shall comply with such restrictions
on rent as may be imposed under any Housing Assistance Payments contract
relating to the H D "Section 8" program, and further shall take such action as
may be necessary to cause rents to be low enough for a sufficient number �of
units in the' Proj ct in order to enable the Project to comply with the 1596 low
income occupanc requirements of the Declaration of Restrictive Covenants
executed by Devel per in favor of HRA" -
3. Subsection 1 04(A)(i) of the RCC is amended by deleting the parenthetical clause
contained therein.
4. Section 1.04 B)(i) of the RCC is amended by deleting everything from and
inc�uding " r vide ..." hrough the end of said Section 1.04(B)(i) and replacing said deleted
language with the follo 'ng:
" r vid that f 1987 and subsequent years, (i) Total Replacement Cost shall be
determined in th manner which would be used by HUD at Final Endorsement (if
such Final Endor ement were done upon completion of construction), and (ii) in lieu
of the HUD-FH Loan, there shall be used the original principal amount of the New
Bonds, less all a ounts originally deposited in reserves under the documents relating
to the New Bonds.
5. It is ackno ledged that the� New Bonds are an obligation incurred to refinance
the Original Bonds, w thin the meaning of Section 1.04(A)(ii) of the RCC. Accordingly,
the deduction for "i terest and principal amortization" provided for in said Section
1.04(A)(ii) shall includ all payments of interest (including servicing fees and Contingent
Interest, as defined in the documents evidencing the New Bonds) and principal
amortization required nder the terms of the Loan Agreement; r vid that no such
deduction shall be all wed for Contingent Interest paid to any partner in the Partnership
or to any entity mo than 5096 of the profits interest in which is held, directly or
indirectly, by any such artner or group of Partners.
• 6. It is ackno ledged that the New Bonds are an obligation to refinance the
�Original Bonds, within the meaning of Section 1.06 of the RCC. Accordingly, the interest
of the HRA and City in the Project pursuant to the PILOT Mortgage shall be subordinate
and junior in all re pects to the Bond Mortgage, and HRA and City shall execute
appropriate documents f om time to time to evidence such subordination.
' 7. Except as e plicitiy amended above, the terms and conditions of the RCC shall
� remain in full force and effect.
058SVBCA.SEW 2 �
� � ��� . ���-�.��
IN 11'ITNESS OF THE ABOVE, the undersigned have executed this agreement below
on the date first written bove.
APPROVED AS TO FO M: CITY OF ST. PAUL
By
City Attorney Its
By
Its
HOUSING AND REDEVELOPMENT
AUTHORITY OF THE CITY OF ST. PAUL
. BY
Its
By
Its
JACKSON APARTMENTS REDEVELOPMENT
COMPANY LIMITED PARTNERSNIP
By Mears Park Development Company
Its General Partner
� By The Boisclair Corporation
Its Partner
By
Robert J. Boisclair, President
By Alpha Enterprises
Its Partner
By
Patrick M. Ruhr, Partner
058SVBCA.SEW 3 �
, . � ���-�.��
AI�tEN AtENT TO REDEVELOPI�tENT COAiPANY CONTRACT
(Sibley)
This Agreement is entered into this day of , 1987, among the City of
Saint Paul, Minnesota, a Minnesota municipal corporation (the "City"), the Housing and
Redevelopment Authorit of the City of Saint Paul, a ("HRA") and
Sibley Apartments Re evelopment Company Limited Partnership, a Minnesota �limited
partnership ("Owner" or Developer").
BACKGROUND
A. HRA, City nd Owner have entered into a Redevelopment Company Contract
dated March 22, 1984 (the "RCC"), relating to certain property in St. Paul, Minnesota,
defined in the RCC as t "Pro ject"
B. At the time the RCC was entered into, it was contemplated that the Project
would be financed pri arily by means of certain bonds issued by the HRA, secured by a
mortgage on the Proj ct and insured by the U.S. Department of Housing and Urban
Development ("HUD"). Said bonds are referred to herein as the "Original Bonds" and said
mortgage is referred to herein as the "Original Mortgage° The loan of the bond proceeds
by the HRA to Owner is referred to herein as the "Original Loan°
C. The RCC c templates that certain parking spaces could be made a part of the
Project if used by t e Partnership,_, but the parties have in practice not caused any
parking spaces to be par of the Project.
D. The parties ontemporaneously herewith are arranging for the refinancing of the
Original Bonds and t e Original Loan by means of new bonds under a Supplemental
Indenture of Trust da d , 1987 (the "New Bonds"), and the loan of the
proceeds thereof to O ner (the "New Loan"). The New Loan is evidenced by a Loan
Agreement (the "Loan greement") dated , 1987, and is secured by a mortgage
(the "Bond Mortgage"), ated , 1987.
E. Under the RCC, the Owner has certain obligations to make payments of
principal and interest, hich obligations are intended to be secured by a mortgage junior
to the Bond Mortg ge, pursuant to Section 1.06 of the RCC. Owner has
contemporaneously here ith executed such a mortgage (the "PILOT Mortgage") on the
Project. The parties ereto desire to provide for the subordination called for in Section
1.06 in the RCC by the xecution of this agreement.
' N01V, THEREFO E, for valuable consideration hereby acknowledged as having been
� received, and in fulfil ent of the requirements of Section 1.06 of the RCC, the parties
. hereto hereby agree as f llows, fully intending to be legally bound hereby. �
AGREENiENT
1. The parties cknowledge that the term "Project" as defined in the RCC does not
include any portion o the property of Owner used or designed primarily for parking,
retail or office use, w ich exctuded property Owner has been and shall be free to dispose •
� � � �i=��,�.��
of in such manner as Owner deems appropriate, without restriction by the RCC, the Plan
for Tax Exemption de cribed in the RCC or statutes relating thereto, and without causing
any default or accelerati n under any of the same.
2. Section 4.01 f the RCC is hereby amended to read as foltows:
"Section 4.01. R nt Restrictions. Developer shall comply with such restrictions
on rent as may be imposed under any Housing Assistance Payments contract
relating to the H D "Section 8" program, and further shatl take such action as
may be necessary to cause rents to be low enough for a sufficient number of
units in the Proj t in order to enable the Project to compiy with the 15'!6 low
income occupanc requirements of the Declaration of Restrictive Covenants
executed by Devel per in favor of HRA"
3. Subsection 1. 4(A)(i) of the RCC is amended by deleting the parenthetical clause �
contained therein.
4. Section 1.04 B)(i) of the RCC is amended by deleting everything from and
including " r vi d.." rough the end of said Section 1.04(B)(i) and replacing said deleted
language with the follow ng:
" rovid that fo 1987 and subsequent years, (i) Total Replacement Cost shall be
determined in th manner which would be. used by HUD at Final Endorsement (if
such Final Endors ment were done upon completion of construction), and (ii) in lieu
of the HUD-FHA Loan, there shall be used the original principal amount of the New
Bonds, less all a ounts originally deposited in reserves under the documents relating
to the New Bonds"
5. It is ackno edged that the` New Bonds are an obligation incurred to refinance
the Original Bonds, wi hin the meaning of Section 1.04(A)(ii) of the RCC. Accordingly,
the deduction for "i terest and principal amortization" provided - for in said Section
1.04(A)(ii) shall includ all payments of interest (including servicing fees and Contingent
Interest, as defined in the documents evidencing the New Bonds) and principal
amortization required nder the terms of the Loan Agreemen� vrovided that no such
deduction shall be allo ed for Contingent Interest paid to any partner in the Partnership
or to any entity mor than 50% of the profits interest in which is held, directly or
indirectly, by any such p rtner or group of Partners.
6. It is ackno ledged that the New Bonds are an obligation to refinance the
Original Bonds, within the meaning of Section 1.06 of the RCC. Accordingly, the interest
of the HRA and City 'n the Project pursuant to the PILOT Mortgage shall be subordinate
and junior in all res ects to the Bond Mortgage, and HRA and City shall execute
appropriate documents f m time to time to evidence such subordination.
7. Except as e plicitly amended above, the terms and conditions of the RCC shall
remain in full force and ffect.
058SVBC2.SEW 2 �
C'�� �-���i
IN �VITNESS OF 'THE ABOVE, the undersigned have executed this agreement below
on the date first written bove.
APPROVED AS TO FO hi: CITY OF SZ'. PAUL
By
City Attorney I�
By
Its
HOUSING AND REDEVELOPMENT
AUTHORITY OF THE CITY OF ST. PAUL
. By
Its
By
Its
SIBLEY APARThiENTS REDEVELOPI�'IENT
COA'IPANY LIMITED PARTNERSHIP
By Mears Park Development Company
-� Its General Partner
- By The Boisclair Corporation
Its Partner �
By
� Robert J. Boisclair, President
By Alpha Enterprises
Its Partner
By
Patrick M. Ruhr, Partner
058SVBC2.SEW 3
�. � � . - � C� ��- ���
SUBORDINATION AGREEMENT �
This Agreement i entered into as of the day of � �, 1987
between the City of S int Paul ("Junior Mortgagee") and First Trust Company of
St. Paul, Trustee un er that certain Indenture dated as of ,
1987, relating to ("Senior Mortgagee") . .
BACKGROUND
A. Senior Mort agee is the mortgagee under a mortgage dated as of
1987, executed by Jackson Apartments Redevelopment
Company Li ited Partnership (the "Senior Mortgage"), relating to the
property des ribed on Exhibit A attached hereto (the "Property") .
B. Junior Mort agee is the mortgagee under a mortgage dated as of
, 1987 (the "Junior Mortgage") executed by Jackson
Apartments edevelopment Company Limited Partnership, relating to the
Property.
C. The parties esire to establish the priority of the Senior Mortgage over
the Junior Mo tgage.
NOW, THEREFORE, in consideration of the covenants contained herein, and in
cansideration of the e ecution of the Senior Mortgage and the Junior Mortgage and
the transactions relate thereto, the parties hereto agree as follows, fully intended
to be legally bound her by: -
AGREEMENT:
1. It is the inte tion of the Junior Mortgagee and the Senior Mortgagee that
the Senior M rtgage be recorded and be deemed to be recorded prior to
the recording of the Junior Mortgage.
2. The Junior ortgage and the r�ghts of Junior Mortgagee, its successors
• and assigns, under the Junior Mortgage and in the Property, are hereby
� subjected an subordinated and shall remain in all respects and for all
purposes su ject, subordinate and junior to the lien of the Senior
Mortgage, a d to the rights and interests of the Senior Mortgagee, its
successors a d assigns, as fully and with the same effect as if the
Senior Mortg ge had been duly executed, acknowledged and recorded,
� and the inde tedness secured thereby had been fully dispersed prior to
� the executio , acknowledgement, recording and disbursement of the
. Junior Mortg ge.
3. Any covenan s in the Junior Mortgage relating to maintenance, repair,
insurance, ta es, condemnation, use of the property or otherwise, to the
extent such ovenants conflict with or contradict covenants in the Senior
Mortgage sha I, so long as the Senior Mortgage shall remain in effect, be
of no effect.
- � �� �3�
4. This Subord nation Agreement shall remain fully in effect notwithstanding
modification, renewal, extension, amendment, waiver or other alteration
or accommo ation made or consented to by the Senior Mortgagee, its
successors r assigns, with respect to the Senior Mortgage or the
obligations s cured thereby. Junior Mortgagee waives any rights it might
otherwise ha e to receive any notices from the Senior Mortgagee relating
to such matt rs.
5. I n the even that (i) the Property or any portion thereof shall be sold
pursuant to the power of sale contained in the Senior Mortgage (ii) the
Property or ny portion thereof shall otherwise be foreclosed upon under
the Senior ortgage mortgage or (iii) the Property or any portion
thereof shall be conveyed pursuant to a deed in lieu of foreclosure, �then
the lien of he Junior Mortgage and the rights of the Junior Mortgagee
its success rs or assigns under the Junior Mortgage shall be
' automatically extinguished with respect to the Property or such portion
thereof. Ju ior Mortgagee, its successors or assigns, shall execute
appropriate ocuments to evidence any such extinguishment.
In witness of the above, the undersigned have executed this Agreement below
as of the date set forth in the preamble to this Agreement.
CITY OF SAINT PAUL
BY
" Its
Approved as to form:
City Attorney
. AN D BY
Its
STATE OF MINNESOTA )
COUNTY OF RAMSEY ) ss.
The foregoing instrume t was acknowledged before me this day of ,
1987, by and by
the and
respectively, of the Cit� of Saint Paul, on behalf of t e City.
Notary Public
#16 nAu � _
��, � _ - - � ���-�.��
In witness of the above, the undersigned have executed this Agreement below
as of the date set forth in the preambie to this Agreement.
THE HOUSING AND REDEVELOPMENT
AUTHORITY OF THE CITY OF �
SAINT PAUL
BY
its
AND BY
' Its
STATE OF MINNESOTA )
COUNTY OF RAMSEY ) ss.
The foregoing instrume t was acknowledged before me this day of ,
1987, by and by
the and
respect�vely, o the Cit of Saint Pau , on behalf o the City.
Notary Public
DRAFTED BY:
HALPERN E DRUCK �
1709 Cargill Building
Minneapolis, MN 55402
#16 "A" L