D00756CITY OF SAINT PAUL
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OFFICE OF THE MAYOR
No: � � :X'�
ADMINISTRATIVE ORDER
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� /�- /-�i.�
Date
ADMIlYISTRATIVE ORDER,
Date: � L' � - � �
WHEREAS, on August 1, 1982, the City entered into the Town Square Park Management
Agreement with O�ord Development; and
WHEREAS, the rights and ohligations czeated in the said management agreement were later
assigned to the Tra�elers Insurance Company, successor in interest to O�ord Development and
current owner of Town Square; and
WHEREAS, the Travelers Insurance Company has now entered into an agreement with KJB Fund
III for the sale of the propezty; and
WHEREAS, in connection with the sa1e, the Travelers Insurance Company wishes to assign the said
rights and obligations assumed from O�ford Development to the purchaser, K/B Fund III; and
WHEREAS, it is in the best iaterests of the C`ity that the rights and obligations created in the Tawn
Square Park Management Agreement be assigned to the purchaser; and
WHEREAS, Paragraph 9. ASSIGNMBNT AND SUCCESSION. of the said Town Square Park
Management Agreement provides that such assignment shall require the written consent of the
City;
THEREFOI2E BE IT ORDERED, that the proper City officials are hereby authorized and directed
to execute a written agreement providing the required consent.
APPROVED AS TO PORM
Department Head
�,/��� J��ee6�
Assistant 'ty Attorney
Administrative Assistant to Mayor
F.M.S./REAL ESTATE DIVISION Date: 11/29/95 Green Sheet Nnmber. 34p16
EPARIASH�T1' DII2FL'1'OR C[fY COUNQY.
Pe�na and. Phone lY�bet ,
.. 2 Cd1YATTORNEY 3 Q1YQ.SRK
ve Nelson 266-8850 � n�r.crox i � M�r. svc vm
4 YOR(ORASS7,SlAN,I) 5 FSl'ATEDIVL40N
mY 6e oa Connr�l Ageada bp .1M1 �
# OF SIGNATURL PAGFS 1 (CIdP Aid. LOGI7SONS FOR SIGNAIY7RE)
C1ION RP.Q _
To anthorize ZYavelers Tnsnrance Company, successor in interest to O�ord Development of
Minnesota, Inc., to assign its rights and obligations nnder the Town Square Management Agreement
Dated August 1, 1982 to K/B F}und III, purchaser of Town Square. Ref: 1. Administrative Order to
authorize assigitation; 2. Sample copy of authorization; 3. Copy of relevant paragraph in Town
Square Pazk Management Agreement.
ATIONS: APPROVE (A) OR RI:IP.Cl' (R) NAi, SERVICE CONiRAG1S MUST ANSWER'IIIi? FOLIAWING
PIANNIIVG COA�NISSION SrAnF L Has the pcisoa/5xm evex wo:ked undez a contract foi ttis department? YES NO
C1VII. SE2VICE COAANIISSiON -- Has this pesoaf£� ever been a Cit9 emPlo➢ee� YES NO
. Dces tLis peisanJ£nm posuss a sk�l] not aotmally possessed by any
. CB COM�ff11EE _ Cuaeut Cty employee? YPS NO
laiu all I'FS aUmea on a separnte sheet aud attach.
PORTS WHICH COUNCII.OB.lEC11VE?
couivcn. waxu(s� 2 DISl'AICT PININING CAUNCII. 17
TING PROBLEM, ISSUE, OPPORIVHIIY (WLo, WLat, When, Where, Why?}
Travelers Insurance, Inc. is selling the property to K/B Fund III.
� VANfAGPS IF APPROVED:
The rights and obligations created in the Town Square Park Management Agreement will pass to
the new owners of the property.
� R�CEIVE� ����I�E�
�v����RO�: oEC - 41995 ��C 01 1995
None CfTY CLERK
.v
ts�wvnrrrn�rs m riox arexovm:
The rights and obligations created in the Town Square Park Management Agreement would remain
with the former owner of the property.
AMOUNI OF TRANSACTION: �0 .00 cosrjRSV�� au�� <c�c� or� �s rio
ING SOUR(�: ACI7VPTY NUMBER
WPORMA�ON: (F�'LAIl�
d�
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1122i95 12:29 ST PRUL DRB a 612 266 8855 N0.553 P003i003
�0�5�0
CONBENT
THIS CONSENT is hereby made as cf tha day of
, 1995 by the City oP Saint Paul, Minnesota
("Cxty�.� .
WHEREAS, the City is a party to that certain Town Square Park
Management Agreement dated Auqust i, 1982, by and between City of
Saint Paul and oxford Development Minnesota, Znc. (the '�Manage.ment
Agreement��), as amended from year to year.
WHEREAS, The Travelers Insurance company, a Con�ecticut
corporation ("ASSignor") is the successor in interest to oxford
Development Minnesota, Inc., a Minnesota corporation ("Oxford") as
tha os,�mer of the property commonly known as Town Square and the
North Central Life Tower, located in the City oP Saint Paul,
Minnesota (the "Property��).
WHEREAS, as the successor in interest to Oxford, Assignor is
the current holder of the rights and obligations of Oxford under
the Management Agreement.
WHEREAS, Assignor and K/B Fund IZI, a Delaware general
partnership ("Assignee"), have entered into an agreement Por the
sa2e and purchase of the property. Tn connection with said sale
and purchase, Assiqnor has agreed to assign to Assignee, and
Assignee has agreed to assume all of Assignor's rights and
obliqations under the Management Agreement.
WHEREAS, the City�s prior consent is required for any
assignment of the Mariagement Agreement.
NOW, THEREFORE, in consideration of the above premises, for
51.00 and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the City heraby
agrees as follows:
1. Consent. The City hereby consents ta the assignment of
Assignor's interest in the Management Agree2nent to As6ignee.
2• R��ease of Assic,�nor. Based npon Assignee's assumptioh of
all obligations of Assignor under the Management p,greement, the
City hereby releases and discharges Assignor from any and all
further liabilities and obligations under the Manaqement Agreement.
IN WITNESS WHEREOF, the undersigned has execnted this Consent
as of the day and year first above written.
Approved as to Form:
City Attorney
CITY OF SAINT PAUI,
By:
Its
uxB ��o9ae
����
as may be reasonably required by City for continued
• m�agement, operation and maintenznce of the Park_
9. ASSIGNIr�TT AND SUCCESSION
This Ag�-eement may not be assigned by Oxford (except to an
entity ouned or controlled by Oxford or to .a parent of
. Oxford) uithout the pzior written consent of the City uhich
consent shall not be unreasonably rrithheld or 3elayed. This
Agreemeat shall be binding on and inure to the benefit of
the pa=ties hereto and their respective successors and
permitt>d assignees.
10. CETA P�SONNEL • �
Oxford agrees to plan Nith the Division of Manpower Programs
?n idertifying the employment opportunities and identifying
• trainir.g progralns so that the CETA program may be used, to
the extent it is capeble of providing gualified individuals,
as �.he "first source of hirinq" of not less than 25 percent
of the employees under this management agreement. If the
CETA P=ogram is discontinved or catu�ot timely provide
suf=ic=ent qualified individuals, Oxford may hire from any
other sources.
11. Si�T'n'RF�ILITY. If any term or provision of this Agreement
shall, to any extent, be held invalid or unenforceable, the
remaining terms e�nd provisions hereof shall not be affected
thereb�, and shall be valid and enforced to the fuilest
extent permitted by law. This Agreement shall be construed
� znd en:orced in accordance with the laws of the State of
Alinnescta.
20.