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85-600 WHITE - CITV CLERK PINK - FINANCE G I Y O F SA I NT PA U L Council CMNARV !'DEPARTMENT //� BLUE - MAVOR File NO• � _`�" 4� 1 C uncil Resolution � Presented By Referred To Committee: Date Out of Committee By Date -2- generated from he Pr ject and not needed to satisfy existing obligations and commi ments of the Project will be pledged to the payment of rinci al and interest on those bonds , now therefore be it RESOLVED, hat t e Council of the City of Saint Paul her by authorizes exec tion f the Agreement attached hereto , subjec to minor, techn cal o nonsubstantive changes as may be appro ed as to form by t e Cit Attorney, and subject to the approval y the Council of he Ci y of Saint Paul as may be required by 1 w for the issuanc of t x increment bonds in connection with t is development . COUNCILM�N Requested b rtment of: Yeas ,��/ Nays o`e`" [n Favor Masanz NiCOSia scnetbe� _ Against BY Tedesco Wilson MAY 2 1985 Form Ap ved by A orney Adopted by Council: Date • ,�. �"�s'�� Certified Pa d� Council Se ry BY B� `� A►pp by Mavor. a � AY 6 85 Appro y Mayor for Submissio ou cil !` BY P BUS�iED �F` �-+ .� P.E.D. o�— � � " EPA Tf,1ENT Bob Simon ONT CT 292-1577 ext. 260 HON 3 17 85 DATE ree� �r ' (Routing and E�lan�tion Shee ) Assi Number for Rout n Or r Cli All Locations for oral Si ature : �Department Di re r . . 2� � � ,.,�" 1 ��Ci ty AttormeY c�''O � � 3 Director of Mana ment/ or � j R--.�� Finance and Mana ment S rvices Director � r� 4 City Clerk AR 2 � �98 Budget Di rector P�1�i�f��'S OrtiCE �lhat Will be Achieved Takin Action on the Attached Materials? Pur se R tionale : Authorization to execu the p blic/private agreement for land sale and devel pment for the World Trade Cen er wit Oxford Development Co. Financial Bud ta an Perso nel I acts Antici �ted: Ten million dollar Tax ncreme t Financing commitment to Trade Center. Fundin Source and Fund Activi Number Cha d or Credited: Attachments List and N r a 1 Attachments : DEPARTMENT REVIEW � CITY ATTORNEY REVIEI�I Yes No Counc 1 Reso ution Required? Resolution Required? Y s No Yes No Insur nce Re uired? Insurance Sufficient? Y s No Yes No Insur nce At ached? Revision of October, 1982 �SPP RPVPI"CP Sidp for Instru tions) � � � �� .,.. .��T*�.. ��,,�p CITY O SAINT PAUL t ' „ �� OFFICE OF THE ITY ATTORNEY • •�, �: wiiiim ;^ � � �� i"1 �+. "� �� ° „�€ 1�� EDWARD P. STAR , CITY ATTORNEY °°��,�.� +� t?FFICc ��'�?��, � 647 City Hall, Sai t Paul,Minnesota 55102 GEORGE LATIMER C��S t E'r""'�.`' ��1';�i+' 612-298-512� MAYOR July 10, 1935 To : Albe t B. lson City Clerk From: Phil'p B. yrne �B Assi tant ity Attorney Re : Worl Trad Center Agreement Enclosed for iling in the office of the City Clerk is the orld Trade Center velop ent Agreement , consisting of the Short Form Development A eeme t , the Public/Private Agreement for Lan Sale and Dev�el pment , and Exhibits A through L. The Short Fo Agree ent , which will be or has been recorde , by its terms requ'res t e entire package to be kept on file in your office . It is a pub ic record, and the usual rules apply. Thank youu for your c urtes and cooperation. Encs . C� �� °� S ORT F RN► DEVELOPNENT AGREE�.ENT This Short F rm D ve�.opment Agxeement, dated J�r�e 4, �. 85, is made amang the Housi g and Redevelopment Authority of the ity of Saint Paul , M nnesota , a public bady corporate and poli ic ("HRA") , and the City f Saint Pau1 , a municipal corporat ' on ("City") , and Oxf rd De elapment Corporation, Inc., a A�irines ta corperation ("Oxf rd" ) . 1. The HRA, City nd Oxford have, on the same date ente ed into a "public/Pr' vate Agreement far Land Sale and Developm nt" ("Agreement") , wh' ch Ag eement sets farth the relative rights and responsibilities f the parties for the sale and reconveyance of the Land (as de crib d in Exhibit 1 attached hereto} , he development and c nstru tion of a muJ.ti-story World Trade Ce ter on the Land ( th " Pr ject") , and various otheir rights nd obligations touch ng an concerning the Land and Project ther on. Such Agreement is on file in the Office of the City C�erk of the City. 2. HRA, Ci y and Oxford desire to place this Short F rm Development Agre ment of record so as to give notice to third ,. - parties of--the ex stenc of said Agreement and of the respec ive rights and oblig tions of the HRA, City ar�d Oxfard thereunder, which rights and bliga ions touch and concern the Land . 3. The HRA, Cit and Oxford , in consideration of the promises and unde takin s herein, agree that Oxford will sell the Land to the HRA, the H A wi12 reconvey the Land to Oxford by a Developm ent Prope ty De d, the City will from the proceeds of tax increment bonds or oth r revenue sources contribute $10 mil ian net for the purch se of the Land and certain capital construc ion costs, and Oxford will onstruct the Project, all of the abov as more particular y se forth in and in accordance with the Agreement. Nothi q ca tained herein shall modify or affect the terms and provisi ns of the Agreement in any way, which Agree ent shall be controlling s to all provisions contained in said Agreement. W ER AS, th parties hereto have executed this Agreeme�t this �� day of ��ILY , 1985. 1 . V� w�� OXFORD DEVELOPMENT MII�NESOTA, I C. . / By l �e-r Vice President , By U ce P e den and Secretary APPRO��ED AS TO FO M CITY OF SAINT PAUL, MINNESOTA AND CONTENT: � � ' I s Niay Assist nt Ci At arney BY �!1'!, �`, -�/ G2�. Its D��ector, Department o P�a`nn ia�ig aizd Econom i c .- •�-- Develo ment � r � By �,� C�� jf�k Its Director, partment o G Finance and nagement Servi es HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA By zts , �"�, By Its ecretary �-� 2 � . � � �-� � STATE OF MINNESOT ) ) s. COUNTY OF RAMSEY ) _ _ __ _ The foregoi g ins rument was acknowledged before me this �� day of , 1985. bY / �'. � s side t, and ,Q, �. � ��,�,� , V�ce- President, respec ively of Oxford Development Minnesota, Inc , a Minnesota corpora ion , n behalf of the corpotation. Notary Pu i r � BQRBARA!�!�J�f�'IN �j� NOTARY fUBIiC-MINNEA �'�� RAMSEY COUNTY �, _ __... MY COAAM.EXPIRES JULY 10, i 90 Y � 3 . . � � �/p G°Ti STATE OF MINNESO ) ) ss . COUNTY OF RAMSEY ) The foregoi in trument was ackno w7.edged before me his day of , 1985, by GEORGE LATI ER, N�ay r of the Cit o S int Pau , a municipal corporation of the State of Minneso , on behalf af the City of Saint Paul . XAA�#A�AAQAAA�AAAAAAARAJIAAAAm d1AA.0.4�R�X •—�` ��, KATHIEEN AA.t+A E � ��y�� N01ARY PUBLtC�MINN SOTA � ,� RAMSEYCOUNT Notary PU 1C �-•� My Commission Expires Aug_16,1986� h1Vbd'tldM STATE OF NIII�NESO A ) ) ss . COUNTY OF RAMSEY ) .�'he foregoi cyin trument was acknowledged before me his • � d a y o f , 19 8 5, b Y , �i�//�I.I AIIK ��(,�/�qDirector of the epart ent o��P2-ann ni g and Economic Develop ent ��1'�1'T0�/ r`�^ ° Ifor the Ci�Cy of aint aul, a municipal corporation of the S ate of riinnesota , �n behal of the City of Saint Pa►al. . . � Notar , �_ PHILIP B. B RNE '��rG�� NOTARY PUSLIC— INNE30Tl� �' �`°' RAMSEY COU TY /�qy commission expires Fe 7,1991. STATE OF MINNESO A ) ) ss . COUNTY OF RAMSEY ) The foxeqoi g in trument was acknowledged before me his ��, day of (,(`I, , 1985, by EDWARD J. W RN, Dl�rector, Depart ent o Finance an n.anagement Services for the City of Saint P ul , municipal corporation of the Stat of Minnesota , on be alf o the City of Saint Paul . . , � . Notar Pu ic PHILIP B. BYRNE �� N07ARY PUBUC—lAIN�ESO7/� X �` RAMSeY CQ11N I Y /y�y commission expires Fab, 7,1991 4 � . . nr� � - �p � �%� STATE OF MINNESOT ) ) S• COUNTY OF RAMSEY ) _ _ _ The foregoi g ' s rument was acknowledged before me t is day of , 1985, by ALBERT B. OLSON, C � ty C er of the Cit o� S int Pau1 , a municipal corporation of he State of Minnesot , on ehalf of the City of Saint Paul. fJ. Notar PHILIP . BYRNE �JOTARY PUBL�C�µ�NNESOTA RAMSEY COUNTY My commission expires Feb.7,1991 5 s , . � � — j�cs-o STATE OF` MINNESO A ) ) ss . COUNTY OF RAMSEY ) On this � day of , 1985, be ore me , a Notary P blic within and for said County, appeared �� . � and �1�G�� d�r , ta me personally kn wn, ho , being e ch. by me d+.ily sworn, did say � FfCgUtlil�f �IKCfO�/ ASS�SI du.F that they are r spect ' vely thelCh��a and^Secretary of the Hoiising and Rede elop ent Authority of the City of Saint P u1 , Niinnesota , a Min esot public body corporate and politic , that said instrumen was signed by authority of its Board of C o m m i s s i a n e r s , n d s a d F��iltiGG(�vl�G�l�(�Lt/K n d �Q� �- Kr r acknow�edged said instrument was .�_ .,,.�. n the free act and eed of said public body. . . Notary P -- .. PHILIP B• BYRNE - NOiARY PUBL�C—MINNESOTA _ RAMSEY COUNTY19�, My commission expires Feb. 7, 6 � r l� �� PU LIC/PRIVATE AGR�EMENT FOR AND SALE AND DEVELOPNiENT By and Among CITY OF SAINT PAUL, MINNESOTA and THE HOUSI G AND REDEVELOPMENT AUTHORITY -�- �-V�- OF THE C TY OF SAINT PAUL, MINNESOTA and 0 FORD EVELOPMENT MINNESOTA, INC. t � -��_�� , I. PARTIES A. City of Sai t Pau , Minnesota (the "City" ) . B. Housing and Rede elopment Authority of the City of S i�t . Paul , Minne ota ( he " HRA" ) . C. Oxford Dev l�pment Minnesota , Inc. , or a wholly o ned subsidiary of it r its parent company {"Oxford" ) . II . RECITALS W HEREAS, on Augu t 30 , 1983 , the City, the HRA and Ox ord together with th Port Authority of the City �f Saint Paul (" ort Authozity") exe uted certain "Development Agreement ( own Square Phase II " , w ich Agreement shall be void and wh lly superseded here y and by a separate Agreeme»t with the ort Authority; and WHEREAS, th Cit , HRA and Oxford now wish to enter in o a � Public/Private La d Sale and Deve�opment Agreement concerning the sale and resale of land and development and operation of a re ail --�-- and office- �faci � ity a d related facilities and projects, t be deve2oped �n th blo k bounded by Wabasha , Cedar and Ei hth Streets , on Seve th P1 ce ("Block 26") ; and WHEREAS , he C ' ty and HRA have determined that the expenditure of p blic unds in connection with and directly for the construction of ce tain space and facilities within a W rld • Trade Center a d it ancillary retail and multi —pur ose facilities, is f r a p blic purpose; and that such expendit res will contribute o th redevelopment and expansion of down own St. Paul, will co trib te to the removal a�d prevehtion of bl 'ght and the cause of blight through the development and redevelopment o land or space which is vacant, underuse or inappropriately used , will assist in creating a center for int.ernational t ade a d commerce for the metropolitan area and � the State of Min es�ta will substantially e�Zarge the City's tax base and promote the evelopment and enhancement of surroun ing . . , blocks, will bri g in reased retail trade and cor�sumer serv ' ces to the City, wili pro ide significant numbers of construc ion jobs and payrol for the locaz economy, and will provi e a vehicle for enha. ced e ployment a�d contracting opportunities for small business, inori ies, women, handicapped and low/mode ate income residents; and WHEREAS , lock 26 lies within the Seventh Place Redevelopment P ojec area and Seventh Place Tax Incre ent 1 � � � � s--�,�-� Financing Distr ' ct a d the HRA is authorized to undertake and finance or assi t in ndertaking and financing certain pu lic improvements inc�udi g , but not Iimited to , site preparation , instal3ation f pu lic improvements , constructio or reconstruction o streets, utilities and other site improve ents � essential to th prep ration of B�ock 26 for uses in accord nce with the Seve�►th Place Redeve3opment Plan in force as of the date of this Agreemen (the "Redeve3opment Plan"} ; and WHEREAS, t e HRA is further authorized tq sell , transf r or otherwise dispo e of real or persona3 property or any interest therein and to xecut instruments and agreements necessar and convenient to c rry o t the purposes of the said Redeve3op ent Plan. III. LAND A. Purchase. Oxford her by ag ees to se33 , and the HRA hexeby agre s to purchase th tracts or parce3s of 3and lega�3y describ in Exhibit A ttach d hereto and incorporated herein tog ther with any fi tures or im provements which are �ocated th reon (the "Land" for the price set forth be3ow. The HRA s a31 �-- pay �f3�c-for as onsideration for the Land the su of $4 ,500 , 000 . 0 on he Closing Date. B. Representat ons a d Warranties . Oxford heze y ex ressly covenants, represents and war ants to and with the H A as fo3lows : (1) Oxford wi31 have good and marketable tit3e t� the L�nd on th C�osing Date, free and clear of any and a31 liens , enc mbrances, security interests , �eases , coven nts, restrictions, reservations, agreem nts, claims or ot er charges affecting said Land, other than those matters 3isted on Exhibit C hereto and t ose insure over by the tit3e insurance po3icy requir d by Secti n C of this Article ("Permitted Encumbranc s") . • " � The Land on the Closing Date shall not be subject to : any en umbra ce other than Permitted Encumbrances . (2) There s not now noz wili there be on the C�osing Date any ( ) pe ding governmental , admi � istrativ or arbitr tion roceeding or investigatio►� of which 0 ford has re eive written notice; ( ii) iitigation pen ing or, to the nowledge of Oxford, threatened in wri ing, or an uns tisfied arbitration awards or judi ial orders (iii pending com plaints, chazges, petitio s or 2 � � ��=�� l claims of w ich Oxford has received written no ice ( inclu ing , without limitation, labor grievan es, un�air labo practices , violation of human right or anti—d ` scri ination 3acas or orders or Federal T ade Commi sion nvestigations) which advezsely affect or wou3d dvers ly affect the Land or any portion the eof, or the condi ion, value or tra�sferability thereof or which ould adversely affect the ability of Oxfor to perfor its b3igation under this Agreement. C. Evidence of Title � In the eve t an of the conditions set forth in his Section C shall . ot have been fulfilled , or satisfac ory substitute arran ements made thezefor , o� or befoxe the Closing Dat then and in any such event, the HRA and/or the City in its sole iscretion, may terminate this Agreemen by giving wri ten n tice thereof to Oxford on or before the Closing Date. T e HRA' s and City's obligation to per orm their part of his Agreement on the C3osing Dat is conditioned upon the fulfillment of each of the fo210 ing events on o before the ( i) expiration of the time per ' od , if any, exp essly set forth in any of the following, or (ii) if no such ime p riod applies, the Closing Date: (1) Oxford shall submit to the City within thirty (30) ays of wri ten equest therefor by the City ali upd ted abstra ts of title and registered property abstra ts, and, w ' thin ixty (60) days of written request ther for by the City, commitments to insure title by a t tle insurance ompany authorized to do business in . Minnes ta, f r land within Block 26. The abstzact of title, regis ered property abstracts, title insur nce c�m mit ent nd/or other evidence shall be each eft with t e City for a period of ten (30) business ays for examinat on. If, within said ten ,(30) business day period the ity submits in writing to Oxford any writt n o jection ( s ) to Iand control of � r _ marke ability of title to the site Oxford s alI commen e all necessary actions to correct same. I is unders ood t at Oxford may, at its sole option, pro eed . to eff ct m rketability of title (or acquisitio of � � ' market ble itle) in a7y way it deems appropri te , includ ng but not limited to negotiations, purch se , action for e imination of adverse c3aims to lar►d o by title regis ration and/or proceedings subsequ nt. Oxford may a so request that the City or HRA file and prosec te an eminent domain action , on such terms and cond i t ons a may be agreeable to the Ci ty or HRA. So long a Oxf rd is di � igently proceeding with uch 3 � � G j��_�,�-� curati e me sures , and is able to produce on the Closin Date or , if earlier , on the date of closin of tax in reme t or other City or HRA financing for im prov ments on Block 2h, evidence of marketabilit of title , inclu ing but not limited to a commitment for . the is uance of an ALTA Form B-1970 po3icy of t ' tle • insura. ce, , f om a title insurance company authorize to do bus ness n the State of Niinnesota, committin to � insure Oxford ' s mazketable title in the property and the Ci y and HRA as owners of the property in form and substa ce re sonably acceptable to the City, contai. ing such a firmative insurance as the HRA and/or City may reason bIy equest ( including but not 3imited to , contig ity o parcels , zoning and easements and p rty wall a reeme ts� , and deleting all standard except ons to cov rage, together with such 3etters of underta ing as are reaso able under the circumstances, Oxford s all . not be dee ed to be in defau3t of this Proj ect Agreem nt c ncerning evidence of title. Reason ble attorn ys' f es in relation to such evidence of ti le, as we 1 as title insurance premiums and abst act contin atio charges shall be included as part of the Eligib e Cos s in Exhibit D attached hereto. -�- (2) •E3�-ford shall have fully kept , performed and obse ved each a d eve y agreement and obligation on its par to be kep , performed and observed hereunder and al of Oxford' rep esentati�ns and warranties shall be zue and co rect n ali respects on, and as if made on, the Closin Date ( 3) The fu fillm nt of the conditions of this paragraph are for th HRA's benef it and the HRA may, in its ole discre ion , waive (conditionally or abso3utely) the fu� fil ment of any one or more of the conditions or any part th reof , specified herein only by gi ing notice thereof to Oxford at any time and from tim to time o. or b fore the Closing Date . D. Closing . ' The closin of t e transaction herein provided for s all � take place on or before June 30, 1985, in the office of Doherty ,, R mble & Butler , E-1500 First National ank Building , aint Paul , Minnesota 55103 , or as other ise mutuaily a reed t4 by the parties hereto (the "Clo ing Date") . A the C3osing , Oxford shaZl execute , w ere appropriat , acknowledge , and/or deliver to the HRA the folZ�wing : 4 - . f�,5= (oQo . (1) Geriera warranty deed to the Land ( Niinnesota Unif rm Blank) ; and ( 2) Certifi ate nd restatement of each of the warrant es, represe tations and agreements contained in Sectio B above; nd , ( 3) Legal a d actual possession of the Land ; and ( 4) Such ot er d cuments as are customary and necessar to effect he transaction . � E. World Trade enter Covenant. A covenant dedica ing to the State of Minnesota the sit of a World Tr de To er on Block 25 , and the im provem nts thereon, for use a the Minnesota World Trade Center may, at Oxford's so e op ion, be placed of record and there pon shall be an bec me a cove�ant to run with the land , in accordance ith i s terms , which covenant shall there pon be , except as o herwise specifically stated therein , . superior to all C ty or HRA covenants, encumbrahces or tax increment iens , or other City or HRA construction or permanent fi ancin liens placed thereupon. F. Reconveyance to Oxford . (1) Subseq e�t t and in consideration of the purchas of the La d by the HRA, and as a condition to such purcha e , Oxf�rd agrees to repurchase , and the HRA agrees to se 1 to Oxford on the Closing Date , the and . for a ice f $1,000,000, under a quit claim deed the "Devel pment Property Deed"} in - the form attached hereto s Ex ibit K, subject to the reservation �of (or obliga ion o the part of Oxford to convey) a pu lic easemen or asements for the purposes and in the orm as set forth in Exhibit B attached hereto, relating to certain porti ns of the Land and/or improvements t be _ constru ted t ereon, including the World Trade Ce ter public conc�urse areas and other agreed public use areas; and public easement in favor of the port • . Author ' ty of the City of Saint Paul at such time, for � � such 1 cati ns , and in such f�rm as specified or requir d in he separate agreement between said Port Authori y and Oxford relating to said Project. (2) Aftez he reconveyance by the Development Property Deed , t e De eloper's use of the Land shall be subj ect to all f the conditions , covenants , restrictions and limita ions specifically imposed thereon by his 5 � � �J�- �,o� Agreem nt an the Development Property Deed. After the reconv yance of title to the Land, the Developer's use of the Land shall also be subject to the Permi ted Encum ra�c s and building and zoning laws and ordina. ces a. d all other local, state and federal aws ` and re ulati ns. . The De elop ent Property Deed shall be in record ble form a d sh 11 be prom ptly recorded , with a cop of this A reement attached thereto as an Exhibit , un ess previo sly r carded. The Developer shall pay ali c sts for re ording the Development Property Deed , if ny; and De elop ent Property Deed will be treated by the partie to b exempt from recording fees and deed tax to the maxim m extent permitted by law. (3) There ' s not now nor wi13 there be at the Closing ate � any pe ding county, state , or federal governmen al , admin stra ive or arbitration proceeding or invest gati n of which HRA and City have rece ' ved writte noti e; litigation pending or, to the kno wl dge of the HRA nd City, threatened in writing , or any unsati fied rbitration awards or judicial orders; or pendin com laints, charges, petitions or claim of -�- �w�h-ich RA a d City have received ��notice (inc3ud ng , withou lim tation, labor grievances, unfair 1 bor practices , vi � lation of human riqhts or anti — discrimina ion laws or orders or Federal T ade Commis ion ' nvestigations) which adversely affec or � would dvers ly affect the Land or any portion ther of, or whi h wou d adversely affect the ability of HRA and City t perf rm their obligations under this Agreement. (4) The cl sing of the reconveyance by the HRA prov ' ded herein shall take piace on the Closing Date. At aid closing , H A shall execute , where appropri te , acknow edge nd/or de3iver t� Oxford the following : (a) A Devel pment Property Deed to the Land in the f rm at ached hereto as Exhibit K, co*�veying ack • � � t Oxfo d by quit claim the same right, title and : . i teres in the Land as conveyed to the HRA by the ' g nera3 warranty deed in SECti�n (D) {�) , ex �pt f r tho e easements and encumbrances authorize by t is Ag eement or the Exhibits thereto; and (b) C rtif ' cate and restatement of each of the w rran ies , representations , and agreem nts c ntain d in subsection ( 3) above; and 6 � � ' �S�>a (c) Le al a. d actual possession of the Land ; and (d) S ch o her documents as are customary and ne essary to effect the transaction. IV. FINAN ING AND OPERATING OBLIGATIONS A. Operating Pr ' ections. Oxford shall pre are and furnish to the City and H A a preliminar ten ear operating projection ( including the co�structi n pe iod ) , for the Block 26 Project . The "Project" sh 11 be defined as: the construction of a mu ti— story worl tra e center constructed in substantial conformity with lans and specifications as approved by the City on Janu ry 24 , 1985 , or as may be approved from time to ti e th reafter. Such construction is not in substantial confo mity with said plans and specificati ns, if , but not limi ed thereto, it contains less than 90 of the net ren able space as provided for by such plans and . specificati ns. The projection shall include interim interest estimate , sources and uses of funds, tota3 pro ect cost, stazt up co ts, projected gross revenues, debt ser ice ��-- (broken int each separate loan based on assumed inte est rates and ayment terms) , net operating cash flow and operatizg a tax expenses. Such operating projection s ali be availabl to t e City and HRA on or before February 28 , 1985, for t eir r view. Additional information relatin to financing a ope ating projections shal� be made avail ble to the City and H A upon reasonable written request. In the - event the otal hard construction cost for the Project exceeds th t co tained in the financial projections furnished t the City by Oxford pursuant to �rtic3e IV, Section A, he Ci y will be reasonable in its approva of changes to he Pr ject plans and specifications which are requested b Oxfo d in order to keep the total construc ion costs at the amou t projected. � B. City Financi . , (1) Financi g fo development of Block 26 shall incZude tax � increm nt obligati�ns , or other sources of revenu at the option of the City and/or HRA, requiring no guarant or redit enhancement by Oxford, producin no less t an $1 ,000, 000 net , to be used by Oxford in the develo ment of Block 26 for Eligible Costs. The procee s of said financing are hereby allocated and shall use as follows : 7 � �.5=��d (a) $ , 500 , 00 net for acquisition of Land ; and (b) $ , 500 , 00 or such other amounts for those c sts f r the Public Improvements as defined belo in t is Section B (which costs are referred t in • t is Agreement as "Eligible Costs") . The erm � E igibl Costs also inciudes the cost of purc ase o the Land pursuant to Article III of his A reeme t. The pa ties may reallocate the amounts in subsect ' ons (a) an (b) y mutual agreement , but the total s alI not e ceed $I0,000,000 net. (2) Such p oceed shali be advanced to Oxford as follow : (a) $ , 500 , 00 on the Closing Date. It is unders ood a d agreed by the parties that Oxford wi31 pay $ , 000 , 00 to the HRA on the Closing Date for the i teres s in the Land conveyed by the DeveZop ent P opert Deed pursuant to Section F(4) herein. (b) U on th presentation of satisfactory inv�ice or o her e� iable documentary evidence for e sts -�- °�-- a tuall incurred, which invoi�es or docum enta ion s all include a certification by Oxford in the f rm at ached to Exhibit D as Form Certifica ion D and further containing such additi nal i forma ion as may be required by the docum ent or � a reem nts necessary for the issuance of the tax i creme t bonds contemplated by this Agreem en to t e Cit Block 26 Project Manager by Oxford , for E igible Costs as listed in Exhibit D atta hed h ret� r as otherwise permitted by 3aw (i} u to a maximum of $1 , 000 , 000 at any time; ( ii ) up o a m ximu of $3 , 300 , 000 additiona3 on the 986 a niversary of the Closing Date; ( iii) up o a m ximum of $1,200,000 additional six months a ter t e date of the next previous payment; and ( iv) $ ,000, 00 additional upon substantial com ple ion • � � o the roject. ' ( 31 It is utva Iy understood that materials and cer ain work o the roject consisting of excavation, shoring, founda ions, retail pedestrian concourses and rel ted struct ral nd site work and materials (herea ter referr d to as the "Public Improvements") wi3 be firianc d by the HRA and/or the City and constru ted pursua t to ontracts awarded by the City after pu lic biddin in a cordance with law. 8 � , ��6'S` �� Oxford agre s to provide design and construc ion manage ent s rvices for the construction of said Pu lic Improv ments. The City reserves the right of appr val of the esig. firm selected for any or all of the aid Improv ments and hereby approves the firm named "W bb, Zerafa, Menk s, Housden Partnershi.p" and the firm n med "winso , Faricy Architects". The design firm s all furnish evid nce of liability insurance in the minimum � amount of $ 00 , 000 for any one claimant or claim and $600 , 0 0 for any number of claims arising out f a single occ rrence , naming the City and HRA as additi nal i suxeds. The City shall reimburse Ox ord for co ts as ociated with producing the design af uch Public Imp ovements which Oxford has agreed to undert ke; rovided , however , total City finan ing shall ot e ceed $10 , 000 , 000 for all Eligib3e C sts which haZi include such design and management c sts associ ted w th construction or instaliation of Pu lic Im prov ments pursuant to this Article IV. The City r serves the right of approvai of the constr ctio management firm or generai contra tor select to anage and administer the constructio af Public Imp ovements ; and hereby approves PCL �- - Constr ction Services, Inc., or any of its subsidia ies or par nt co pany as such. The constructi�n manage ent firm s aIl furnish evidence of liability insuranc in the mi imum mounts of $200,000 for any one claiman or claim , and $600 , 000 for any number of claims ari ing out of a sin Ze occurrence, naming the City and HR as additi nal i sureds. The City shall reimburse Ox ord . for co ts as ociated with managing and administe ing the co stru tion of such Public Im provements w ich Oxford has a reed to undertake, provided, ho wever, hat such r imbu sement shall also be �included within the afores id $1 ,000,000 for all Eligible. Costs. Upon a ard b the Ci:ty of a contract for construc ion _ of Pu lic Improvements , the City' s rights and � oblig tions will be assigned to the design ted constr ction manager (or general contractor) who i3Z . there fter be responsib � e for management , � � � aamini trati n and coordinati�n of the contract. The City s all b advised of a11 changes in such contra ts, but no subst ntial change in any such contract will be execut d wi hout the prior a.pprovai of the Bloc 25 Projec Mana er , which approval or disapproval shal be given withi 10 days after notice of the prop sed change bey nd which time approval shall be de med given. 9 ' �j�-Cp�-1J In the event that a bid f�r a contract is proposed which incor orates some public and some priv te elemen s , t at contract will be bid publicly, in accord nce with state and local law. Oxford's City— approv d design firm will , in adva:�ce of contract • award, make n apportionment of contract cos�s, w ich ' apporti nmen will be calculated based on relative use . or ben fit or other legally permissible basis, and which ill b subject to review by the City to assure complia ce w ' th the 3aw. Design ted ity representatives shall be aZlowed reason ble a cess to the Project site during nor al working hour . The City and Oxford will each desig ate within thirt (30) days of the date of this Agreem nt, indivi uals o be resp�nsible for communication and coordin tion of their m utual responsibilities rela ive � to design an construction. The City agrees that all commun cati n and instruction to the designer or constr ction manager will be issued through Oxf rd. Oxford agree that the City will be kept reason bly informe of 11 materia3 instruction and com munica ion it may issue to the design firm and the construc ion manager . �._ �.�...._. . (4) Oxford hall agree to, and with the City and HRA s aII execut pri r to the C3osing Date, an Assess ent Agreem nt p rsuant to the provisions of Minn. S at. Section 273.7 , subd. 8, in the form attached heret as � Exhibi I , s ecifyi�g and establishing the assess r' s minimu mar et value of the Land and Project for the calcul tion of real property taxes. Specifica ly, Oxford shall agree to a market value for the Land and Project whic wi31 result in an assessed value: (a) On January 2, 1986 , of not less than $ (b) On January 2 , 1987 , of not less than $ (c) On Janu ry 2 , 1988 , of not less than $ • � � an ' (d) On Janu ry 2r 1989 , and the�eafter , of not ess th n $ (such inimu assessed values being referred to he ein as the "Asse sor' s Minimum Market Value") . 10 � . � �,,,�=��b Nothin in t e said Assessment Agreement shall limit the dis retion of the assessor to assign a market v lue to the property in excess of the I�ssessor's Mini um Market Value nor prohibit Oxford from seeking thr ugh the ex zcis of legal or administrative remedi s a zeduction i such market value for property tax purposes, pr vided however , that Oxford shall not eek a redu tion f such market value below the Assess r's Minim m Ma ket Value in any year so long as the Assess ent greement shall remain in effect. The Assess ent A reement shali remain in effect until the date u on w ich the tax increment bonds issued in connec ion w th this Pzoject shall be retired, pre aid in full or discharged as provided therein ( the "Termination Date") . The Assessment Agreement shal be certif ed by the Assessor as provided in Minn. S at. Sectio 273. 6 , subdivision 8 , upon a finding by the Assess r th t the Assessor's Minimum Market V lue repres ts a reasonable estimate based upon the p ans and sp cific tions for the Project to be constructe on the La d and the market value previously assigne to the Pr ject nd Land. Pursuant to Minn. Stat. Sec ion � 273.76 , subd vision 8 , the Rssessment Agreement s a3I be filed for record in the office �f the co nty --• - �ecord r or egistrar of titles of Ramsey County, and such f ' ling hall constitute notice to any subseq ent encum rancer or purchaser of the Land , whether volunt ry or involuntary, and such Assessment Agree ent shalZ be binding and enforceable in its enti ety agains any uch subsequent purchaser or encumbran er, includ ng t e holder of the First Mortgage. F' rst . Mortga e me ns any mortgages granted to secure any loans ade p rsuant to a primary mortgage c�mmit ent obtain d by xford from commercial Ienders �r o her financial in titutions to fund the major po:tion of the constr ctio costs and initia3 operating capital requir ment of the Project , or any phase thereof or all su h mor gages as appropriate. - Oxford will not seek any tax deferral or abate ent either pres ntly or prospectively authorized u der . Minn. Stat. Section 273.76 , or any other stat or � � federa law, of the taxatio� of real property conta ned in the Proje t and Land between the date of execu ion of thi Agre ment and the Termination Date. ( 5) Oxford ackn wledges that it is ob3igated under his Agreem nt an under law to pay a13 real property t xes payabl wit respect to all parts of the Project and Land ursu nt to the provisions of the Assess , ent 11 � ` fi��-(�,� Agreem nt re uired by Article IV, Section B(4) herein and any other statutory or contractual duty that s ail accrue subsequent to the date of its conveyance or acquisi ion of tit3e to the Project and Land and u ti3 Oxford' s obl gations have been assumed by any other ' person with the written consent �f the City and ' pursuan t� he provisions of this Agreement. Oxford grees that prior to the Termination Date : (a) It will not seek administrative review or judi ial re iew f the appiicability of any tax sta ute relating to the taxation of real property contain d on the Project and Land determine by an tax official to be applicab3e to the Project or Oxfo d, or raise the inappZicabi3ity of any su h ta statute as a defense in any proceedi. gs, � includi g delinquent tax proceedings which ill result in a decrease in the amount of real propert taxes below that amount needed to pay pr ' ncipa3 and interest on bonds issued by the ity or HRA as part or all of the financing require by A ticle IV, Section B, of this Agreem nt ; provide , however, "tax statute" does not �- °°~- in lude any local ordinance or� resolution 3ev ing a ax; (b) It will not seek administrative review or judi ial re iew f the constitutionality of any tax sta ute r lating to the taxation of zeal property contain d on the Project and Land determine by any tax official to be applicable to the Project or Oxford, or raise the unconstitutionality o£ any su h ta statute as a defense in any proceedi gs, i cludi g delinquent tax proceedings which ill r su � t in a decrease in the amount of real p opert taxes below that amount needed to pay principa3 and interest on bonds issued by the ity or HRA s paxt or a13 of the financinq require by Article IV, Section B of this Agreement; prov ded • " � however, "tax statute" does not include any 1 cal � . or inan e or resolution levying a tax; and (c) I will not convey the Land or Project or any interes therein to a tax-exempt entity �r per on. 12 - � � � � � �.�=��'�a C. Mutual Cash low articipation. (1} The Me oran um of Understanding between the HRA and Oxford date November 1 , I984 , is hereby amende by the te ms o this Agreement and by changes in aid Memora dum , which Memorandum as amended is atta hed hereto as xhibit E and incorporated herein by referen e . ( 2) The Ci y sha 1 have the right to examine all exec ted leases for o fice space in the World Trade Tower , and shall e abl to do so at Oxford's Saint Paul offices during busi ess hours upon four (4} hours' not ce; provide ho w vex, that the City shall not collect ata in so oing , which data wou3d be subject to pu lic disclos re u der law, except for cumuiative total of net rental i c�me and square feet ieased. (3) Oxford sha3l in the lease-up of the World Trade Tower cooperate on customary local market terms with indepen ent rokers. _ D. Equity and nven ionai Debt Financing. �� - Oxford-� shali use its best efforts to obtain a commitment for and place ny n cessary equity or conventional debt (constructio and permanent) financing acceptable to Oxf rd, for the cons ruction and completion of the Wor�d Trade T wer and othez B1 ck 2 developments. E. Insurance . . (1) Oxford will provide and maintain �at aIl times du ing the pr cess f constructing the Project and, from ime to tim at t e request of the HRA and City, furnish the HRA and City with proof of payment of premiums on: (a} B ilder' risk insurance, written on the so-ca 3ed - "Builde ' s Risk -- Completed Va�ue Basis" , i an � a ount qual to one hundred perce:�t (300$) of the i surab e value of the Proj ect at the dat of . . , c m p3e ion , and with coverage available in � n nrepo ting form on tl;e so-called "aIl risk" orm o poli y. The interests of HRA and City shal be p otect d in accordance with a clause in form and c ntent satisfactory to the HRA and City; (b) C mpre ensive general I � ability insur nce ( inclu ing operati �ns , contingent Iiabil ty, o erati ns of subcontractors, completed operat ons 1� . _��-_�� a. d con ractual liabi�ity insurance) together ith a. Owne 's Contractor's Policy with limits aga nst b dily ' njury and pzoperty damage of not less han S ,OOO,OOO for each occurrence (to accomplish the a ove— equired limits , an umbrella excess ` liabili y policy may be used) ; and _ (c) W rkers' compensation insurance with statu ory c verag . The policie of 'nsurance required pursuant to subsect ons (a) and (b) bove hall be in form and content satisfac ory to the HRA nd C ' ty and shall be placed with financi lly sound and r putab e insurers licensed to tzansact bvsine in the State o Minn sota. The policy of insurance deliv red pursuant to claus (a) above shal? contain an agreemen of the insurer to gi e written notice to the FiRA and Cit in � the event o canc llation of such policy or change affec ing the coverag ther under at least thirty (30) days before the cancel3atio or c ange becomes effective. (2) Upon s bsta tia3 completion of construction of the Projec and rior to the "Termination Date" , Ox ord shall ai�ta n, or cause to be maintained, at its ost -�-- •a7rd ex ense, and from time to time at the reques of the HR and ity, shall fuznish proof of the paymen of premiu s on, insurance as foZlows: (a) I sura ce against loss and/or damage to the P oject improvements under a policy or poii ies c verin such risks as are ordinarily ins red against by similar businesses, including (wit out limitin the generality of the foregoing) f re , e tend d coverage , vandalism and malicious m schi f , boiler explosion , water dam ge , d molition cost, debris removal , collapse and f ood n an amount not Iess than the full i surab e replacement value of the Project , but a y suc policy may have a deductible amoun of not mor than $250,000.00. No policy of insur nce � � � shall b so written that the proceeds thereof ilI : . p oduce less than the minimum coverage require by ' the pre eding sentence, by reason of co-insur nce p ovisi ns or otherwise, without the prior con ent t ereto in writing by the HRA and City. The erm "f ll i surable replacement value" shall mean the actual eplacement cost of the Project (exclu ing f undat ' on and excavation costs and costs of u derg ound flues , pipes , drains and other u. insur bfie items} and equipment, and shal be 14 � . � �'s�� d termi. ed from time to time at the request of the H A and City, but not more frequently than nce e ery t ree years , by an insurance consultan or i surer, selected and paid for by Oxford and a prov d by the HRA and City. A�1 poli ies e idenc ' ng insurance required by this subparag aph (a) wit respect to the Project shall be car ied i the ames of Oxford and the HRA and Cit as t eir r spective interests may appear and s ali c ntain standard mortgage clauses which pro ide f r Ne Proceeds of insurance resulting rom c aims per casualty thereunder to the Pro ect w ich a e equal to or less than $100 ,000 for oss o dam ge covered thereby to be made pay ble d ' rectl to Oxford , and Net Proceeds from uch c aims in excess of $300 , 000 to be made pay ble d ' rectl to the HRA and City. (b) C mpreh nsive general public Iiability insura ce, i ciudi g personal injury liability (with empl yee e c3usi n deleted) , and automobile insura ce , i cludi. g owned , non-owned and hired automobi es, a ainst liability for injuries to persons an /or p opert , in the minimum amount of $1 ,000 ,00 .00 �• - -- f r eac occurrence, and $3 , 000 ,000.00 for ach y ar , or pubZic liability not arisi �g rom o nezs ip or operation of automobiles (or o her v hici s ) , and in the minimum amount of $ 00,00 .00 for each occurrence and $3 ,000 ,00 .00 f r ea h year for liability arisi �g ou of o ners ip or operation of automobiles (or o her . m tor v hicles) and shall be endorsed to show the H A and City as additional insureds. (c} S ch other insurance , inciuding work r ' s c m pens tion insurance respecting. ali employee of 0 ford engaged in work with respect to the c nstru tion of the Project, in such amount a is _ c stoma ily carried by like organizations eng qed � i lik activities of com parable size and I ability exposure ; provided that Oxford ma be . . , s lf-i. sured with respect to ail or any par of � i s lia ility far worker ' s compensation. (3) Ail in uranc required by this Agreement shall be t ken out an mai tained in responsible insurance com pa ies select d by xford which are authorized under the aws of Mi neseo a to assumE the risks covered thereby. Oxford will deposit annually with the HRA and ity certif ' cate or binders of the respective insu exs 15 , � ��_�� statin that such insurance is in force and eff ct. Unless ther ise provided in this Agreement each po icy shall ontai a provision that the insurer shall not canceZ nor m dify it without giving written notice to Oxford and t e HRA and City at least thizty (30) days ` before the ancellation or modification beco es ' effect ve. ot less than ten (10) days prior to the . expirat ' on af any policy, Oxford shall furnish the HRA and Cit evidence satisfactory to the HRA and City hat the po icy as been renewed or replaced by ano her policy confo ming to the provisions of this Secti n E of thi Agr ement, or that there is no necessity theref r und r the terms hereof. In lieu of separate policie , Ox ord may maintain a single wrap-up pol cy, blanket or u bre3la po3icies, or a combination ther of, having the c verage required herein, in which e ent Oxf� rd sha 1 deposit with the HRA and Cit a certifi ate r certificates of the respective insu ers as to he am unt of coverage in force upon the Proj ct. Notwit stand ' ng the amounts of coverage stated ab ve, Oxford hall provide such increased coverages as ma be require by xford's financing documents. (4) Oxford agree that , prior to the Termination Date it �-- 'p`f'll n tify he HRA and City immediately in the cas of damage excee ing $i00,000 in amount to, or destruc ion of , th Proj ct or any portion thereof resulting from fire o other casualty. In the event that any uch damage does ot exceed $Z00,000, Oxford will forth ith repair , reconstruct and restore the Project to substa tially the same or an im proved conditio or utilit val e as existed prior to the event cau ing such d mage nd, to the extent necessary to accom p ish such r pair , reconstructi�n and restoration, Ox ord will a ply t e Net Proceeds of any insurance rela ing to suc dam ge received by Oxford to the paymen or reimbu seme t of the costs thereof. Net Pzoceed of any in urance re3ating to such damage up to $100 000 shaZl e pai directly to Oxford. • � � In the even the Project or any portian thereo is . destr� ed by fire or other casualty and the damag or ' destru tion is estimated to exceed $100 , Q00, the Net Procee s of ny insurance relating to such damag in excess of $1 0,000 shall be deposited with the HRA and City, nd Ox ord shall within one hundred eighty ( 80) days after such damage or destruction proceed to forthw ' th re air, reconstruct and restore the dam ged Projec to s bstantiaZly the same condition or uti ity value s it existed prior to the event causing uch lf � i �y _�� damage or destruction and to the extent necessar to accomp ish s ch repair, reconstruction and restoration. Oxford will apply the Net Proceeds of any insur nce relati g to such damage or destruction receive by Oxford fro the HRA and City to the payment or reimbursemen of the costs thereof. . ( 5) If Ox ord s in compliance with the terms and conditions o this Agreement, then any Net Proceed of insura ce r Iating to such damage or destzuc ion receiv d by the HRA and City shall be released rom time t time by the HRA and City to Oxford upan xec ipt of . (a) A erti icate of an authorized representativ of 0 ford pecifying the expenditures made or t be m de or the indebtedness incurred in connec ion w ' th su h repair, reconstruction and restora ion an sta ing that such Net Proceeds, together ith a y ot er moneys legal3y avai3.ab�e for uch p rpose , will be sufficient ta com plete uch _ re air, construction and restoration; and (b) I the amount of Net Proceeds requested t be --�-- -- - release equals or exceeds $100,000 in amount, the w itte approval of such certificate by an i epen ent engineer. Until he Te mination Date, Oxford shal3 com p3ete the repair, reco struction and restoration of the Proj ct, whethe or n t the Net Proceeds of insurance rece ' ved . by Oxf rd fo such purposes are sufficient to pay for the same. Any net proceeds re�maining after the completion of such repairs , construction and restoration hall be remitted to Oxfard. F. Limitation Upon ncumbrance of Propert� Subsequen to t�ie C�osing Date n prio'�r�to tT�e su stantial completio of _ the Project (whi h for the purpose of this Section m ans that the bu' lding shell is complete, and building utili ies and service are availab3e on each floor thereof , and the • , City Buildin Officiai has issued a temporary certificat of � � occupancy fo the building in accordance with Section 30 (d) of the Uni orm uilding Code) , neither Oxford nor any successor in inte est to the Land or any part thereof s alI engage in a y financing or any other transaction crea ing any mortgage, de d of trust , or other pledge or for of security up n the Land, other than Permitted Encumbran es, except : 17 � ��5=�� (1) for the purp ses of obtaining funds suhstantialiy all of whi h wou d be used for developing and construc ing the Pro 'ect, and for start-up costs; a�d (2) only u on th prior written approval of the City in • accord nce with Sections F( 1) and G of this Arti le , ' provid d , h wever, the City shall not approve any . Mortgage whi h does not contain terms that conform to the ter s of Section J. except as provided in Secti n K of this Article . G. Approval of ort a e. The City shall approve a Mortgage if : (1) the City first receives a copy of a13 mortgage documen s; ( 2) to Oxf rd , ill , in the reasonable judgment of the � City, b sufficient to construct the Project; (3) the Ci y is not entit3ed to exercise its right of reentr and revesting of title under Article II , Section D; a d (4) subjec to ection K, the City determines that the �- �r'�Yms f the Mortgage conform to ttae terms of Sec ion J. H. Notice of D _faul ; C�opY to M�o�rtq�a�ee. Whenever the ity s a31 de�ive any otice or dema�to Oxford with respec t4 any matezia brea h or default by Oxford in its ob�igat ons or covenants under the Agreement, the City sha13 at the ame time forwar a co y of such notice or demand to each ho der of any Mort age uthorized by the Agreement at the ast address of s ch h lder shown in the records of the City. I . Mort a ee's 0 ti n to Cure Defaults. After any mate ial 5reac or de au t re�erred to in Section H, each such ho der shall (insof r as the zights of the City are concerned) ave the right , t its option , to cure or remedy such breac or defauit (or such breach or default to the extent tha it • " � relates to t e pa t of the Land covered by its mortgage) and � to add the c st thereof to the Mortgage debt and the lie of ' its M�rtga e; provided , however , that if the breac or defau2t is with espect to construction of the Proj ct, nothing con aine in this Section or any other Sectio of this Agree ent shalZ be deemed to require such ho3 er, either bef re o after foreclosure or action in lieu thereof , t und rtake or continue the construction or completion f th Project (beyond the extent necessar to conserve or prot ct the Project or construction air ady 18 � . ��.�-�� made} , prov ded t at any such holder shall not devote the Land to a u e inc nsistent with the Redeve3opment Pla or this Agreem nt wi hout the agreement of the City. J . City's Opti n to ure Default on Mortgage. Any Mort age execute� Oxfor wit�respect to 't�e Land or any improvement ther on shall provide that, in the event hat . Oxford is i defa lt under any Mortgage authorized purs ant to this Arti 3e, t e holder of the i�ortgage shall notify the City in writing o : (1) the fact of he default; (2) the ele ents of the default; and ( 3) the ac ions equired to cure the default. If the defa It is an "Event of Default" under such Mortg ge, which shall enti le such holder thereof to foreclose pon the Land , he P oject or any portion thereof , and any applicable race eriods have expired, the City sha31 h ve, . and each Mo tgag executed by Oxford with respect to the Land or any ' mpro ements thereon shali provide that the ity shall have such an opportunity to cure the "Even of �� - Defav�t" wi hin uch reasonab3e time period as the ho der shall deem pprop iate. K. Subordinat on nd Modification for the Benefit of ---------- -- -- ------------- --- --- ------- --- Mortgagees. (1) The Ci y ag ees to subordinate its rights under the . Develo ment Property Deed and this Agreement to the holdez of th First Mortgage (as defined in Article IV, Section B ( 4 of this Agreement) for the purp ses descri ed i Section F of this Article , but nIy provid d that the First Mortgage prov.ides that if the holder of t e First Mortgage shall foreclose on the Land, he im rovements thereon, or any portion ther of, _ or acc pt a deed to the Land in lieu of forecZos re , � (a) it hall consent to the Assessor's Minimum Ma ket Value et f rth in the Assessment Agreement, (b it . shall ot discriminate on the basis of race, co or, � � nation 1 ori in or ancestry, creed, religion, sex, ge, disabi ity, marital status or status with respec to public assi tance in the development , sa3e , leas or rental or i use or occupancy, of the Land or Pro ect (c} it shall thereby agree that thte Land shali be sed oniy f r an in accordance with the uses specifie in the Se enth lace Redevelopment Project , (d) it s alI pay r al p operty taxes in a time3y fashio in 19 � �� -��-� accordance with law and the provisions of this Agreem nt pu suant to Artic�e IV, Section B(5) ther of, and (e) it s a13 take no action which will result n a decrea e in the amount of real property taxes b Zow that a ount needed to pay principal and interes on • bonds ssued by the City and/or HRA as part or al of • the fi ancin required by Article IV, Section B of his Agreem nt. (2) The Ci y agr es that it shall agree to any reason ble modifi ation of these Sections F thzough K or waive of its ri hts h reunder to accommodate the interest of the ho der o the First Mortgage, provided , ho w e er, that t e Cit determines , in its reasonable judgm nt, that a y suc modification(s) wili adequately pro ect the Ie itima e interests and security of the City ith respec to t e Project and the Redevelopment Plan. The - City a so agrees to consider such modification (s of these ecti ns F through K with respect to o her holder , and to agree to such modifications if the ity deems uch m dification(s) necessary and reasonable V. CONDI IONS TO OXFORD' S PERFORMANCE �_ ,.�..._ _. _ . A. Oxford sha 1 ha e no obligation to proceed with the developmen of B ock 26 in accordance with this Agree ent nor to perf rm its other obligations under this Agree ent � unless Oxfo d ob ains the following documents iri form and content acc ptabi to Oxford : (1) an agreement (which s all be this Agr ement between Oxford and the City for at i ast Ten Millio Dollars in net funds from the sale of tax increment b nds o other sources for financing of the B ock 2G improvem nts; 2) a commitment from the P�rt Authorit of the City of Sai�t Paul to issue nine million dollars ne to the Project in bo ds to finance certain parts of the Pro 'ect as listed in E hibit D, attached hezeto ; and O a commitment or co ventional financing from one or ore private len ers in an amount sufficient to com piete the • � � Project) on or before the Closing Date, as provide in � . Article IV, Secti n D. B. Oxford agre s th t after the date on which the condit ons descrikzed i Section A of this Article V are satisfied it will commen e con truction of the Project. C. In the even Oxf rd determines that it will be unab� to satisfy the condi ions contained herein, before it takes any action what oever to terminate this agreement by reaso of 20 - . �G��aa failure to atis y said conditions, it will give 60 ays notice ther of to the World Trade Center Board and to City. During sai 60 ay period , Oxford agrees that it ill continue to use i s reasonable best efforts to satisfy aid condition. D. The fulfill ent f the conditions of this Article are for Oxford's be efit and Oxford may, in its sole discret on, waive (cond tiona ly or absolutely) the fulfil3ment of any one or more of the conditions , or any part ther of , specified h rein only by giving notice thereof to the ity and HRA at ny ti e and from time to time on or before the Closing Dat . VI. CON ITIONS TO CITY' S PERFORMANCE The City shall ha e no bligation to perform under this Agree ent unless the follo ing c nditions precedent are met: A. Financi*�g a. d Con truction . (1) Oxford shall obtain a commitment satisfactory to the � HRA for conv ntional financing from one or more pri ate lender ( in an amount sufficient to complete the --�-- Projec ) on r before the Closing Date; Oxford s all have e ecute the Assessment Agreement as require by Artic� IV, ection B(4) of this Agreement on or be ore the C1 sing Date; and Oxf�rd shall have supplied its construction schedule for the Project , and the financial pr jections required by Article IV, Secti n A on or efore the Closing Date. (2) Oxford shall have com menced construction of the Pro ect within 120 d ys after the date on which the condit ons descri ed in Section A of Article V are satisfied, and shall rocee to construct the Proj ec,t in substan iaJ. accord nce w th the construction schedules pravide in subsec ion ( ) above. - (3) The Po t Aut ority of the City of Saint Paul shall ave commit ed, o or before the Closing Date to the isu nce . of $9 , 00 , 00 net to the Project in bonds to fin nce � � certai. port' ons of tt7e Project as listed in Exhibi D, attach d her to. The HRA and City shall have no obligation to comp3ete its performance, and he HRA and City may terminate or sus end its perform nce u dez this Agreement, and exercise its r ght 21 . � �.�� . of reentry and r vesting of tit3e under the Develop ent Property De d att ched hereto as Exhibit K, upon failur of Oxford to c mply ith subsections (4) and (5) be3ow. ( 4) Oxford shall have substantially com pleted the Pro ect � on or efor June 1 , 1988 , which for the purpos of - this s bsec ion means that the bui3ding shell is comple e , a d building utilities and services are availa le on each flooz thereof, and the City Buil ing Official has issued a temporary certificate of occupa cy fo the building in accordance with Sec ion 307 (d) f th Uniform Building Code. ( 5) Oxford shall fully and comp3etely comp3y with al of the t rms nd conditions of Exhibit F to his Agree ent , containing the " Project Compliance Provis ons" nd of Article VII of this Agreement; and � of all other material terms, conditions and provis o�s of thi Agre ment. V I . P OJECT COMPLIANCE PROVISIONS A. Oxford, HRA and C ty shali cooperate in the coordinatio Qf State, loca , and if applicable, federal requirements, a:�d --- coord•i�rY-atio of r porting and investigatory procedures and to the maxi um ex ent feasible , consolidation of same. B. Contemporan ously herewith, the parties have agreed to the project C m pli nce Provisions attached hereto and � incorporat d he ein as Exhibit F , which contains a13 employment nd su contractor selection guidelines applic ble to the Pro ect. Exhibit F is an integral part of his Agreement , nd i subject to all the terms , conditions and provisions ereof un3ess otherwise provided in Exhibit F VII . DEVELOPMENT OF SITE A. Scope of De elopm nt. Oxford agr es to build a multi—story World Trade Ce ter • � � Tower an ac ompa*� ing retail and parking facilities, aI in � substantial confo mity with those plans and specificat ans � as appr�ved by t e city on January 24 , 1985, or as ma be approved fr m ti e to time thereafter. The construc ion will not be in su stantial conformity if , and not lim ted thereto, it conta ns less than 90$ of the net rentable s ace as provid d f r in the said approved plans and specifi�ations. In the event the total construction ost for the Pr ject xceeds that contained in the finan ial projection furn ' shed to the City by Oxford pursuan to 22 � . . ��- ��o Article IV, Section A, the City will be reasonable in its approva3 of chang s to the Project plans and specificat ons which are r ques ed by Oxford in order to keep the t ta� construction costs at the amount projected . B. Design Revie and Approval . . 1 . The Ci y shall have the right to review and app ove those d sign ocuments, drawi7gs and specifications for the Pr ject, whether or not the project proceeds on acceler ted r "fast track" scheduling, which relat to questio s of urban and architectural design, exte ior harmony an integration with other buildi . gs , conformity w th the Redevelopment P3an, and design and locati n of skyways , pedestrian concourses , and pedest ian ehicular access , patterns, ingress and egress. 2. During the course of design , Master Pian Docume ts, Concept Docu ents and Bid Documents shail be prov ded to the City. Documents as used in this Article V II , Sectio B , means and inc3udes drawings , p�ans specifi atio s and other design matexiais prepared for use in the roject. The Master P3an Documents are --� - those cume ts jointly submitted December 19, 3983 by Oxford nd th City to the Minnesota World Trade Bo rd; and th Mast r P�an dated January 27 , I984 , is he eby approve . Comple e Co cept Documents shall be provided to the City f r rev ' ew prior to the start of Bid D�cume ts. _ Concep Documents mean those Documents which ar of suffici nt s ope and detail to obtain a control bu get from a proje t construction manager, and shall inc ude a site plan, typical floor plans, building secti ns, typica wall sections , all exterior e� evati ns , landsc pe plan, schematic electrical and mechan ' cal plans a d an out3ine specification. - Comple e Bid Documents shall be provided to the ity prior o start of construction. Bid Documents ean . those ocum nts which are of sufficient scope and � � � detail for � e project construction manager to ob ain com pet tive bids for the work therein, and s all includ construction drawings and specificat ' ons satisf ctor for the purpose .of obtaining a buil ing permit or p rmits for said work. The aggregate Bid Docume ts fo the entire Project shall be sufficien ta enabie the p oject construction manager to deter ine the gua ante d maximum price for the Project, and s a13 23 , �� includ site plan and survey, actual floor plans , buildin sections, e3evations, reflected cei3ing pl ns, detail of 11 construction elements , structural , mechan cal nd electrical drawings, and com pleted specifi ati�n . ' ' Develo er ma elect to utilize a fast track metho of _ constr ction In that event , Bid Documents for each phase shall e provided to the City prior to star of constr ctio on that phase. Notice of pzopo ed substa tial hanges during the course of design and constr ction shall be provided to the City prior to commencing w th such changes. City objections to any propos d des gn or matteX in any Document subjec to City ap roval shall be made in writing within ten 10) busine s day of submission to the City and shall be insuff ' cient detail to permit completion of revised � Documen s. evised Documents on objectionable mat ers shall e re submitted to the City within ten IO) busines days fol3owing Oxford's receipt of the Ci y's writen objec ions, unless the parties agree otherw se. In all ases , un3ess such written objections are made within ten ( 0) business days of the receipt of such Docume ts b the City, approva3 thereof shall be -�- t°anclus vely resumed . • 3. No HRA r Ci y approval of any Document hereunder, nor issuan e by the HRA of a certificate of com pletion under rticle XII , Section E, express or presu ed , � shall e or constitute a waiver of or finding of compli nce ith any City or state building , zoning , fire, s fety or other code , regu�ation , ordinanc or statute unless specified as such. It shall, ho we er, be unde stood that: (a) If in t e course of its review, City discove s a co e , r gulation, ordinance , statute or per it re uirement or violation, it will inform Oxfor of sa e; an • � (b) Ci y wi l not request changes which may vio ate : . any applicable code , regulation , ordinance , ' st tute r permit requirement. 4 . Submis ion o the City's or HRA' s Block 26 Project Manager (now esignated by City as Robert Simon) or any of his uper ors shall be deemed sufficient delivery thereof under this Section . 24 � . �=�od 5 . The Ci y and the HRA shall have no liability to Ox ord for an revi w or approval undertaken or performe in accord nce ith this Article VIII. Any review or inspec ion i for the sole benfit of the City or the HRA an sha 1 not be re3ied upon for any reaso by Oxford . C. Vacation of East th Street. 1 . Oxford and Dayton Hudson Corporation (Dayton' s) ave petiti ned the Counci3 of the City of Saint Pau3 for the vacation of a portion of the public right—of-wa of East S venth Place between Wabasha and Cedar Str et. Oxford has u dertaken and has requested that it iiI fulfiil all conditions required by the City for vacati n, an will diligent3y pursue all requirem nts of the vacation of East Seventh Street between C dar and Mi neso a Streets, which vacation was appr ved pursua t to ouncil File No. 274340. 2. Oxford and D yton's wi13 not be assessed for the v lue of eit er ri ht—of—way to be vacated; and the par ies t-,ereto agree that Condition No. 8 of Council Fi3e No. 85-104 is he eby satisfied in all respects by execu ion �-• - of thi Agre ment. 3. Oxford , upon vacation of said right—of-way, wi�l co vey to the City HRA by quit claim deed its respec ive intere t in he zeal estate vacated. 4. City/H A sh li as soon as practicable reconve to - Oxford by qu t claim deed the vacation parcel. D. Daytcn ' s A eemen . ` 1 . Pursua t to he Development Agreement . executed bet een Dayton Huds n Corporation and Oxford Deve3op ent Minnes ta , nc. , dated September 13 , 3984 , Dayt n's - will c nvey to City/HRA by quit claim deed the pa cel � of lan lyi g between the northerly exterior wal of the Da ton S ore and the southerly line of East Sev nth . . , Place hich parcei is legally described in Exhibit G � attach d 'ne eto and hereinafter �eferred to as Pa cel C. 2. City/H A will , upon taking title to Parcel C and portio of East Seventh Place vacated , as soo as practi able reconvey the property to Oxford by uit c�aim eed. 25 . - � �� E. District Heatin . The Develop r aqr es to design certain heat use systems for the Project to be adapted to a district hot water hea ing system and xfor further agrees that it will enter in o a � Hot Water elive y Agreement acceptable to the Dist ict Heating Dev lopm nt Co. , to furnish the hot water for the . agreed heating s stems of the Pxoject on or before the Closi�g Date. I'. Skyways . The parties heret agree that the Skyway System, consis ing of both pub ic p destrian concourses and skyway brid es, shall be ex ended from and within the Project to connec it with bui �di gs o structures to be built on Blocks 23 and 25, lying orthe 3y and westerly, respectively, of the � Project. S ch ex ensions sha�l require the constructio �f two bridge , one spanning Wabasha Street and the o her Eighth Str et, and the extensions of public pedest ian concourses onnec ing bridge ends with the existing sk way within the rojec . Oxford shal reim urse the City for 50$ of the tota� br dge -�- const�crction cost for each of said bridg�es, and 100$ of the � support stru ture costs for the two bridge ends at the p int of entry i. to the Project; provided , that Oxford s aIl incorporate in th appropriate design documents (subjec to approval by the C ty} support structures to receive bot of � said bridg s , a d shall not be obligated to pay any additional costs for said support structures which are caused by i. crea.s d structural loads due to any subseq ent relocation or re esign of either of said bridges; and further provided , that Oxford shali be ob3igated to pay nly 50� of the total bridge construction costs for bzi ges designed to nter the Project substantially perpendicula to the vertica plan of the waYl at the point of connect on, with the in reas d costs caused by a bridge entering the Project oth rwise than said substantially perpendicula to be borne by the C ty, HRA or other party or revenue sour e. ' Oxford shal con truct and pay for the extension of the ' public pede tria concourse within the Project so a to connect it ith uch bsidge ends. The physical desig of the bridges them elves shall be in conformity with the design of a her kyway bridges in the Saint Pau3 Sk way System. 26 � , � � ��5-�� Oxford shal gran a public pedestrian easement in the orm attached he eto a Exhibit B to the City covering the en ire pub3ic por ion f the pedestrian concourse within the Project for whic such an easement has not already een granted . Oxford sha 1 operate , maintain , repair and replace the . pedestrian oncou se within the Project; and be respons ble for 50� of he to aI costs of operation, maintenance, re air and replace ent f each of the two skyway bridges. uch operation nd maintenance costs ' shall include liabi ity insurance a lea t to City liabiiity limits, and prop rty damage insurance in the amount of the replacement cos of the bridges, bot of which are required to be provide by Oxford and he ab tting bridge owner. The hours o oper tion of the skyway bridges and pedest ian concourses or which public pedestrian easements have een granted sha 1 be he same as for those in or to surroun ing bui3dings, r as therwise provided herein or in a sepa ate agreement betwee the City and Oxford. The current S int _ Paul General Sky ay Policy in force on the date of his Agreement shall ontro3 as to certain additiona3 mat ers concerning the b idges and concourse which have not een ��-� separate3y dealt with herein . or in a separate agree ent between the City nd Oxford. G. Realignment of Ei hth Street . Eighth Str et wi �l be realigned to accommodate two way traffic at he co t and expense of the City, as suppleme ted • by the Exch nge A reement attached hereto as Exhibit H, and made a part of this Agreement as though it weze fully set forth herei . Ox ord may construct a drop—off and deli ery area for ve icles on Eighth Street adjacent to the Pro ect as approve in the appropriate design Documents , on condition hat 0 ford grant to the City an easement for public sidewa�k urposes at standard width or consis ent _ with the re ainde of the public sidewalk on the perim ter � of the Project o Eighth Street to replace the side alk taken for t e dro —off area. • H. Pub3ic Faci ities and Improvements and Uti3ity Relocatio . Except as rovided above in Section G, Oxford shal be responsible for osts for the construction of the pu lic faci3ities nd im rovements and the relocation of utiii ies including street lights , sidewalks and landscap ng , necessitat d by the Project construction on B3ock 26. Except as rovided above in Section G , Qxf�rd shal be 27 . � . �=�a� responsible for all costs associated with installatio of the public facili ies and im provements within Block 26, and within publ 'c rig ts-of-way contiguous to Block 26 which are necessitate by onstruction of the Project. All c sts specified herein re included within the meaning of Elig ble � Costs for t e pur oses of Article IV, Section B (1) (b) . I . Common Area aint nance Costs . Common area of t e Project shall be defined as : skyw ys, public conc urse, all areas of public access to com mer ia3 and retail ortio s of the Project (but exc�uding exter or— perimeter p blic sidewalks or ways) . It is hereby ag eed and underst od th t alI Common Area maintenance costs s all be an oblig tion of Oxford un3ess otherwise provided by lease or o her greement , and that there shall be no obligation o pro ide public financing for maintenanc of Common Area . Oxford .may construct or put in place re ail push carts nd t m porary kiosks or stands in the Co mon Areas (excl ing he exterior perimeter public sidewa3k or ways) , to t e ext nt permitted by law or ordinance, sub ect to City ap rova and upon such reasonab3e terms and conditions s the City may provide; or, in the alternat ve, by entering into lease with the City substantially sim lar -�- in fox^m- and conte t to that lease attache�l hezeto as Exh bit J , but only to th extent permitted by iaw or ordinance. IX. SUPERCEDURE � This Agreement c nstit tes the entire agreement among the par ies and incorporat s an supercedes all prior negotiati ns , discussions and agre ments among the parties concerning the development of Block 26 , including but not limited to the Development Agr emen (Town Square Phase II} dated August 30 , 1983 ("1983 Deve opme t Agreement") by and among the City, the HRA, Oxford and the ort Authority. It is understood hat contemporaneous y wi h the execution of this Agreement, the parties will en er into an agreement with the Port Autho ity terminating its ights and obligations under the I983 Deve3op ent Agreement. ' . X. SSIGNMENT AND ASSUMPTION This Agreement ay n t be assigned by any party without the advance written onsen of the other parties; provided, howe er, that Oxf�rd may ssign ali its rights and obligations hereu der to a parent or rela ed , contr� 3led or subsidiary en ity (including a lim ' ted o general partnership) , and the City s alI give its conse t if {3 ) the assignee executes a wri ten assumption of al of 0 ford's rights, duties , covenants and the 28 � . . �� obligations Yiere nder; and (2) the assignee dem�nstrates to the reasonable sati facti n of the City that it is financially capable of doing o. 0 ford shall be fu31y released from fur her obligation or lia ility hereunder upon such assignment . XI . TERMINATION If Oxford fails o ob ain a31 the commitments and agreements referred to in Se tion V on or before the times provided the ein either party may, at it option, terminate this Agreement. XII. DEFAULT AND REMEDIES A. Notice of De ault. In the eve t of default by either party under t is Agreement, the n n—defaulting party shall give not " ce thereof, sp cifyi g the defau3t in reasonable detail , nd shall allow he defauiting party thirty (30) days after he date of noti e to ure such defau3t or initiate such a c re . and diiigen ly pr ceed to perform in accordance with he terms of thi Agr ement. Provided , however , that a not ce and cure per ' od o three (3) business days shail apply (1) �. - to mor�E�tary defau ts, and ( 2) to City approva3s except as otherwise sp cifically provided herein. Provided further, that nothing in th ' s section shall apply to City approva s, . inspections r pro eduzes carried out pursuant to buildi g, housing , fi e , h alth , or other similar safety co es appZicable t said Project. . B. Remedies . If a defau3t under this Agreement is not cured within thi ty ( 30) days , r su h shorter or longer � period as may be specifically provi ed in Section A above, the parties sh 11 have alI th rig ts and remedies available under t is Agreement an unde applicable law (except as may be limi ed _by this Agre ment) C. Limitation on Dama es. • � ' Notwithstanding the foregoing , any claim for damages aris ng from a breac of th ' s Agreement by either party prior to he date on whic the ertificate of occupancy is granted or the Wor3d Tr de Ce ter shall be limited to actua� , out— f— pocket damag s inc rred by the nonbreaching party after he date of this Agree ent and in reliance upon the covena ts made by the othe party. 29 � ��-I� -�� shall find f asible and consistent with the object ' ves of such law a d of the Seventh P1ace Redevelopment lan to a� q alifi d and responsible party or parties (as determ ned b the City in its reasonab3e discret ' on) who wi 1 ass me the obligation of making or com p3e ing • the Project r such othez improvements in their s ead � as shall be atisfactory to the City and in accord nce . with t e us s specified for such Land in the aid Redevel pmen Plan. Subject to any rights or inter sts in such property or proceeds granted to any holder f a First ortgage and to which the City has previo sly been s bordinated upon such resale of the Land the proceed thezeof shall be applied.: (a) First , o pay a1Z unpaid real estate taxes w ich ha e or sha13 become due and payable with res ect to the Land and im provements thereon in the calenda yea,r in which the Land is resold , an to pay any and a13 delinquent real estate ta es, includi g any interest and penalties acc ued thereon unpaid upon the date of resa3e of the La d ; (b) Second , to pay the principa3 and interest on �- °�-- M rtgag (s) created on the La:nd, or any por ion thereof or any improvements thereon. If ore than on Mortgage on the Land , or any por ion thereof or any improvements thereon, is cre ted a d ins fficient proceeds of the resa3e exis to � pay the principal of, and interest on , each uch M rtgag in full, then such proceeds of the re ale a are available shall be used to pay the principal of and interest on each such Mortgag in th ir order of priority, or by mutual agreemen of all con ending parties including Oxford , o by op ration of 3aw; (c} Third , o reimburse the City for all a1Zoc ble costs a d expenses incurred by the City, inclu ing b t not limited to salaries of personnel , in � � � connect on with the recapture, management and � . resale f the Land or part thezeof (but less han ' i come erived by the City from the propert or part th reof in connection with such manageme t) ; a y pay ents made or necessary to be made to dischar e any encumbrances or liens [ except for M rtgag (s) ] existing on the Land or part the eof a the ime of revesting of title thereto in the City or to discharge or prevent from attachin or b ing m de any subsequent encumbrances or 1 ' ens 31 � � � ��`�J=�'°° due to bligations , defaults or acts of Oxfo d , it succ ssors or transferees [except with res ect to A7or gage ( s) ] ; any expenditures made or ob igati ns incurred with respect to the makin or co plet on of the Project or any part thereo on the La d or part thereof ; and any amou ts ot erwi e owing to the City ( including water and se er c arges) by Oxford and its successors or tr nsfer es; and (d) Fo �rth, o Oxford . � E. Certificate f Com Ietion. Prom ptly af er c mp3etion of the Project (which for the purpose of thi Section E , does not inc3ude he constructio of kyway bridges to Blocks 23 and 25 as provided in rtic3 VIII, Section F) in accordance with the provisions o thi Agreement, the City will furnish Ox ord with a Certi icate of Comp�etion, in substantiaiiy the £ rm set forth in Exhib' t L attached hereto. Such Certificat of Com pletion hall be (and it shali be so provided in he Developmen Pro erty Deed and in the Certificate of Completion itse f ) a conclusive determination of .-.- satisfaction and t rmination of the agreements and covenants in this Agre ment nd in the Development Property Deed with respect to t e obligations of �xford and its successors and assigns, to onstr ct the Project. The Certifi ate f Completion shaZl be recorded in he proper office for the recordation of deeds and ot er . instruments pertaining to the Land. If the City sh I1 refuse or f il to provide a Certificate of Comp3etion in accordance ith t e provisions of this Section, the C ty shall , wit in ten ( 30) days after written request by Oxford , prov de Ox ord with a written statement indicati g in adequate detai in what respects Oxford has failed to com plete th Proj ct in accordance with the provisions of _ this Agreeme t, or is otherwise in default under the te ms � of this Agr ement, and what measures or acts it will be necessary, i thE easonable opinion of the City, far Oxf rd - to take or erfor in order to obtain such Certificte of � � ' Completion. XI I. INDEMNIFICATION. Oxford shall inde nify, defend and hold the City and HRA fore er harmless from and against any and aIl expenses, damages, loss s, judgments, agreem nts, bligations, 3iabilities, suits and cla ms ( including , but n t lim' ted to , attorneys' fees) : 32 � ��ov (a) in con ecti n with the purchase by and conveyanc to the HR of t e Land , arising or accruing on or be ore the C3 sing ate, or after the date of reconveyanc by the HR to 0 ford under Article III, Section F; and (b) arisin out f or related to the design, construction, � operat ' on,� aintenance, repair or rep3acement of the . Projec or a y of its facilities, strucures or syst ms, inc3ud ' ng th se based on the negligence of the Cit or HRA if such eqligence arises out of oz is relate to the co stru tion, operation, maintenance , repai or replac ment of the Project or any of its facilit es, struct res , or systems (excluding exterioz perim ter public ways not required to be maintained by Oxfo d) , includ ' ng b t not 3imited to issuance of perm ts, inspec ion and/or approval of plans or work , and ork done o per ormed by the City, HRA, or any of t eir � respec ive gents or emp3oyees , aIi of the a ove arisin or a cruing during the period of time from the date o begi ning of design and construction p3ans for the Pr ject to the date of issuance of all neces ary certif ' cates of occupancy for the Project. Oxford sha13 i sure its obligations arising hereunde by -�- obtaining �arid ke ping 'n force liability insu�ance coverage ith a duly licensed liabi ity insurance company, or an author zed surpZus lines in uranc company, authorized or certified as may be required by 1 w to ransact business in Minnesota, naming the HRA and City as dditi nal insureds, to the extent of $i0,000,000 � (ten million dol ars) ombined single limit for injury (inclu ing death) to any pesson a d/or persons and for damage to propert in any single accid nt or occurrence. Such policy or policies may in addition pro ide , r be used to provide , some or ail of the coverages requir d by rticle IV, Section E, of this Agreemen . This Article is ot, as to third parties, intended to waive any defense or imm un ty ot erwise available to Oxford; and Oxford in defending any action n behalf of the City and/or HRA, shal be entitled to asse t in any action every defense or immunity hat the City and/or RA co id assert in its own beha3f. ' . The obligation f thi Article XIII shall not apply and s a3I � � term inate upon t e ree try of the HRA onto the Lar�d and reves ing of title to the and i the HRA, but only with respect to cIa m s, actions, liabilities, causes of action , damages or obligat ons arising or accru ' ng af er such reentry and revesting of title 33 � � � �.5�-f o0 XIV. MISCELLANEOUS A. Notices. All notices whic may be required to be or are give by either part to t e other hereunder shall be in writing and _ shall be ei her ( ) delivered by hand and receipted oz (ii) sent by re iste ed or certified mail , return rec ipt requested , ostag prepaid , to the parties at the addre ses iisted belo : � If to the City: Direct r Depart ent o Planning and Economic Deve�opment City o Sain Pau3 25 Wes Four h Street Saint aul , innesota 55102 If to the H A: , Direct r Depart ent o P3.anning and �conomic Deve3opment --__ Ci�ty o Sain Paui 25 Wes �'our h Street Saint aul , innesota 55102 . If to Oxfor : Oxford Devel pment Minnesota , Inc. - 4340 M ltifo ds Tower 33 Sou h Six h Street Minnea olis , Minnesota 55402 Attention : orporate Sec�etary � With a copy o : _ Oxford Devel pment Minnesota , Inc . � 1500 C nwed ower 444 Ce ar ST eet • Saint au3 , innesota 55101 Attention: ice President — St. Paul The parties may t any time change the addresses or the persons to hom n tices shou3d be mailed by sending wri ten notice to he ot er party of such chanqe in the ma ner 34 , . . ��=�o� . . hereinabove pr�vided . Notices shall be deemed t be received on the t ird business day after mailing. B. Applicable aw an Constz'uction. � This Agreem nt sh 31 be governed by and construed undez the laws of Min esota and its provisions shall be construed as a , whole accor ing t their common meaning and not strictly for or against any party. The captions are , included for convenience only and shall have no effect upon the constxuctio of i terpretation of this Agreement. C. Severabilit . Should any rovis on of this Agreement be or become invalid, void , iile al o unenforceable, it shali be consid red separate an seve ab3e from the Agreement and the remai ing � provisions shall remain in force and be binding upon the parties he eto s though such provision had not b en included . D. No Partners ip or Joint Venture. Nothing contained in this Agreement or in any o her -�- docum�e��t r in trument made in cononection with the transaction desc ibed herein will be deemed or construe to have create or t create a partnership or joint ventur by or among th part es hereto . � E. Force Na ' eu e. The time within hich either party is required to per orm any act und r thi Agreement shall be extended to the ex ent that the pe forma ce of such act is delayed by acts of od, fire, winds orm, flood, explosion, collapse of struct res, riot , war , labor disputes , delays or restriction by government 1 bod ' es , inability to obtain or use neces ary materials o rea onab3e substitutes, or other cause be ond the reasonable c ntroi of such party, financial inabi ity excepted . ' . F. Consent. Unless oth rwis specified herein , wherever a par y's consent or pprov 1 is required or ca3led for, such appr val or consent hall ot be unreasonably withhe3d or de3ayed . 35 � . �� . G. City as Par and Agent• References � n this Agreement to rights , duties, appro als and/or acti ns o the City shall be deemed to include not only the City in its status as a separate municipal corporation , but also , where appropriate or zequired , the City as a r prese tative or agent of the HRA. WHEREAS, the par ies hereto have executed this Agree ent this day of , 1985. OXFORD DEVELOPMENT MINNESOTA, I C. By Senior Vlce Presi ent .�>__ --_. By Vlce President and Secretary APPROVED AS TO F RM AND CONTENT: CITY OF SAINT PAUL, MINNESOTA By Assistant City Attorne Its Mayor , . By Its Director , Department o . P3.anning and Economic � � Development By Its Dlrector , Department o Finance and Management Servic s 3b , � , , . a �.�=�a�� HOUSING AND REDEVELOPMENT AUTHO ITY OF THE CITY OF SAINT PAUL, MINNESOTA By Its Chairman By Its Secretary .._ ,.a.... �, 37 " � ; . . , �,�- -� �d GRANT OF EASENENT WHEREAS, Oxford evelopment , Minnesota , Inc., a Minne ota corporation, her inaft r called °Grantor" , is the owner in fe of that certain lan sit ated in the City of Saint Paul , Count of . Ramsey, State of Minnesota , more particularly describe in Exhibit 1 , att ched hereto , hereinfter ca3led "Grant r' s Property" ; and WHEREAS, Gr ntor as agreed pursuant to that Agreement d ted by and among the City of Saint P ul, Minnesota, t e H using and Redevelopment Authority of the Cit of Saint Paul, Minn sota, ancl Grantor, to grant to the City of S int Paul, an easemen for urposes of pedestrian ingress, egress and transit (alI as escribed below) through Grantor's Property for the pedestrian onco rse System of the City �f Saint P ul , hereinafter the 'Syste ". NOW, THERE ORE , in pursuance of that Agreement, an in . consideration of the s m of One Dollar ($1.00) and other valu ble consideration, he re eipt and sufficiency whereof is he eby ackno wledged , G antor foz itself , its successors and assi ns, "� does hereby gra t un o the CITY OF SAINT PAUL, a Minne ota m unicipal corpor tion, an easement for public pedestrian ingr ss, egress and tran it (all as described below) , and through the . Grantor's Propert and the structures therein, described as: See Exhibit 2 , at ached hereto ancl incorporated herein, the easemen area subject hereto being crosshatched on • said Exhibi 2 , a l subject to amendment hereof at such time as "as built' surveys have been completed to more particularl and egally describe such easement area . all of which a eas d scribed and shown on Exhibit 2 shal be collectively ref rred o as the "easement area". - The easemen area is express3y herein made subject to uch � reasonable policy req rding open hours, and closing any par or all of the easem nt a ea within, on or over Grant�r' s Prop rty . , during non-busi. ess h urs , and regarding public conduct wi hin the System , as the Ci y of Saint Paul may, by ordinance , rom time to time det rmine. EXHIBIT B 1 . � �,5--l�o� The public' s rig t herein to pedestrian ingress and eg ess and transit, in and t rough the easeme�t area granted to ity herein , shall lso e , and he�eby is , made subject to uch reasonable measu es r garding open hours and temporarily cl sing part (s) or all of th easement areas within or on Grantor's ` Property as the ity o Sai!�t Paul may, by agreeme*�t with Grantor or its• successor and ssigns, from time to time determine. This provision shall not d ' minish the City' s right to , from tim to time, exercise its p lice powezs unilaterally, by ordina ce , concerning �pen hovrs or temporarily c3osing part (s) or all of the easement a ea , r concerni�g public conduct within the System , nor sha 1 suc agreed or legislated hours in any ma ner restrict City's ease ent interest, but shall affect on3y the public's rights o ped strian ingress, egress and transit in the City' s easement uring the hours so agreed or legislated. The grant o easement herein shall be subject to the r ght of the Grantor t chan e the location of the easem ent c�nditi ned upon the grant of a new easement which sha31 permit the continuity of t e Sys em , and on the further condition that the new easement are shal be installed (following as short a pe iod of cl�sing off the e sement for construction purposes a is reasonably possi le) a the sole cost and expense of the Grantor, and on the furt er c ndition that no change in the ease ent - -- location s�ll b made without the approval o�f the City of S int Paul, such appro al no to be unreasonably withheld, and, on the fuzther conditio that said new easement sha3.1, upon reques of City, by surveye and escribed by a registered 3and surveyo at the expense of G antor Notwithstanding anything to the contrary herein , the easeme�t grante heX in shall be limited to the life of the improvements con titut ng the System and shall terminate upon the happening of eit er �f the fol3owing events : A. In the event any easement granted herein is vaca ed , abando ed or discontinued in the manner permitte by law. B. In the event the building (s) in, upon or over which the . � � easem nt area is located shall be substanti lly � destro ed or demo�ished and such buildings shall no be • � repair d or econstructed ; provided , however , tha in the ev nt su h building (s) be reconstructed or repl ced Grantor , it successors and assigns , agree t at , withou furt er consideration, a substitute easemen of substa tially equal convenience, area, and gen ral configu atio shall be given . 2 . • � ��'�OD In the event th ease ent or any portion thereof is relacated , vacated or term nate under the provisions hexeof , City s all furnish a releas of s ch easement or portion thereof to Gra tor, its successors o assi ns . Grantor, fo itse f, its successors anc7 assigns, does hereby agree that for nd d ring the life of said easement, Gra tor shall be respon ible or providing for the c�st of any repairs, improvements an to t e extent required herein replacements of the easement area as escribed herein, it being undezstood that this covenant sh 11 ru. with the land . � TO HAVE AND TO H LD said easement for pedestri.an ingr ss , egress and tran it un il the System is vacated or abandone in tlie manner per itte by law or terminated , in accord nce herewith. IN WITNESS HERE F, Grantor has hereunto set its hand his day of , 1985. OXFORD DEVELOPMENT MINNESOTA, I C. By Vlce President . And Vice President an Secretary 3 r � v/`/`y—`�� 0 STATE OF MINNESOT ) ) ss. COUNTY OF HENNEPI ) On this day f , 1985, before me, a Notary Public i and for said County, appeared and to me personal y nown w o , being eac by me u y sworn, i ay that they are re pecti ely the Vice President and Vice President and Secretary of Oxford Development Minnesota, Inc., a Minne ota corporation, said Grant r , and that and acknow edged t at s i instrument was t ree act and deed of said Grantor . Notary Pu ic .-..–. .,.s�a... n 4 � � . . � � -�� M NNESOTA WORLD TRADE CENTER �M�QOVE/NFauTs PUBLIC El.tGtPtE C0�4S Nature of Cost Estimated Ex enditures EXCAVATION Bulk Excavation & Sho ing 1080368 Footing Excavat on 171216 Subdrainage Sys em � 68255 FOUNDATIONS Caissons & Dewa ering 432845 Steel Piling 289175 STRUCTURAL PORT ON OF PUBLIC IP�IPROVEMENTS Concrete Supp y 1/ Footings & rade eams 66000 Foundation alls 91000 Columns 13000 _ lst Level S ab 120000 2nd Level S ab 101000 Core P1-1 9000 .�:__ __.. �ObQ Rebar Z/ . Footings & rade eams 60000 Foundation alls 53000 Columns 55000 lst Level S ab 161000 • 2nd Leve1 S ab I33000 Core P1-1 13000 7 00 RETAIL CONCOURS S • Dryiaall Soffits 3/ 9065 Dr-ywall 4/ 5Q2714 � Terrazzo & Bord r Til 477310 Elevators 180000 • . Escalators 3100D0 � � ,�9 OTHER COSTS Temporary Elect ic - elated to Public Improve ents / 36000 Site Utilities 41e11 300000 Sitework - rela ed to Public Improvements 6 315000 General Conditi ns - elated to Public Ir.lpr vemen s 7/ 546069 Construction Ma ageme t Fee - related to Pub ic Im rovements 8/ 128316 — � E HIBIT D . � �JT-- �� Public Costs Page 'I�ao Nature of Cost Estimated Ex�en itures � NSP Transformer 250000 SAC Charges 103500 � Utility Relocat ' ons 200000 Arch. & Engr . F es - elated to Public Impr vemen s 9/ Soft Costs - re ated o Public Improve ents 0/ Land Costs ll/ Net urchase Price and C�os ng Co ts and Itiere _ ,�_ At t requ st of Oxford, City or HRA, Cpsts contained erein may be del ted rom, r other Costs added to , this Exhibit where necessary� pe mitte �in the opinion of independent bond ounsel , for the lawful ssuan e of tax increment bonds as and in th amount required by Art cle I , Section B, of the Agreement . Footnotes : 1 . An accepta le ba is for allocating the Concrete Supply to the STRUCT RAL P RTION OF THE PUBLIC IMPROVEMENTS is 2 . A:� accepta le ba is for allocating the Rebar to the St ctural , • . Portion of the P blic Improvements is 3 . An accepta Ie ba is for allocating the Drywall Soffits is 4 . An accepta le ba is for allocating the Drywall to the etail Concourses is 5 . An accepta le ba is for allocating the Temporary Electr ' c Improvemen s is . � � � ,��-�o� Public Costs Page Three 6 . An accepta le b sis for allocating the Siteworlc to Public mpro ements is 7 . An accepta le b sis for allocating the General Conditi ns to Public Imp ovem ts is 8 . An accep ta le b sis for allocating the Construction Ma apement to Public mpro ements is 9. An accepta le basis for allocating the Arch. & En�r , F es to Public Imp oveme ts is 10 . An accepta le basis for allocating the Soft Costs to P blic Improvemen s is 11. Expenditur s for title insurance premiums , abstract co tin- . uation cha ges , nd attorneys ' fees required for clear ng title unde Arti le III, Section C, of the Agreement a e Eligible C sts . . � . c ��"�a-� Ce tificate as to Eligible Costs The unders ' gned, being duly authorized to execute this erti- ficate on beha f of xford Development Minnesota, Inc . ("Ox ord") , does hereby ce tify s follows : 1 . Reques is h reby made under that certain Public/Pr vate Agreement for and S le and Development (the "Agreement") b and between the Ci y of aint Paul , the Housing and Redevelopme t Authority of t e Cit of Saint Paul , Minnesota and �xford t at the following osts e paid or reimbursed from public funds Nature of Amount of Name f Cost Expenditure Pa ee �_ -.w.A._ , 2 . Each o the xpenditures listed in paragraph 1 is i cluded in the descrip ion o Eligible Costs set forth in Exhibit D to the Agreement , has ot f rmed the basis for a previous payment nder , . . or o�ipr rel��qb6e doCUtiu.eu.tdry .F.t/ide e : the Agreement d is supported by invoices�attached hereto s Exhibit A. 3 . Each of the xnenditures listed in paragraph 1 was ncurred exclusively in onne tion with the construction of "Public mprove- ments" (as defi ed i the Agreement) or as some other unita y public . FORL'�I CERTIFICATION D . � ��--�6 � � -2- cost except f r the following expenditures which were part of a greater amount of ex enditures for a cost reasonably alloca ed between the Pu lic I provements (or relatecl work and materi ls financed under the a reements) and the balance of the ''Proj ct" (as defined in the A reement or related work and materials ot financed under the a reements) : � Formula Nature of Expen iture A1located Expenditure Allocate Used In Cost to Pu lic Improvements to Balance of Budget Allocating Expenditure ex[ept r� �t CTSe af (1�t��d��1� o�ar� �d u��s o� fc,cu�s fo Gc u,e.�,� or � a�.ti - . ava�lab�e f� P�,y f�ir�ib� �osfs �� o�ec� �� 4. None o the xpenditures listed in paragraph I have been or will be paid o reim ursed from any source of permanent fin ncing other than the publi funds provided under the Agreement . . 5 . Each o the osts listed in paragraph 1 was incurre pursuant to contracts a arded by the City after public bidding in ac ordance with law (exce t for the following costs : ) . 6 . The to al ex enditures herein certified for payment or reim- . bursement , tog, ther ith other expenditures heretofore cert fied for payment or rei burse ent under the Agreement , equal $ � � Dated this day of , 19 OXFORD DEVELOPMENT MINNESOTA INC . By Its . � . � �-� �md ME� RANDUM OF' UNDERSTANDING In considezati n of the mutual promises and undertakings • contained herein the ousing and Redevelopment Authority of the City of Saint P ul , � innesota (hereafter , "HRA") and Ox ord Developme�t P�inn sota, Inc. (hereafter, "Oxford") hezeby agre as foll�ws : The HRA shall pa to 0 ford a sum determined as follows : 1 . In the even that on or before the date of issuance of the certificate of o cupancy for the krorld Trade Tower, w ich certificate shall not be unreasonab�y, arbitrarily �r capriciousl with eld (the "Performance Date") nonco�►tin ent leases , ea h of term no less than five (5) years, are executed fo office space in the World Trade Tower , wh ch , in the aggr gate ill produce during the first twelve 32) months of o cupan y under such Zeases, net re�tal incom of $6�035,000 (the " arget Performance Criteria") , then: (a) the HR shal be relieved of any obligation to pay any sum ot erwis due under this Agreement to Oxford , a d .._ -......_ , (b) Oxf�rd shal pay and the HRA shall receive (until buy out by Oxfo d as required or permitted be3ow) ten percen (10$) of the annuaZ net operating income rom the en ire roject in excess of $I1. 3 million (w ich shall be eferred to as the "HRA' s Cash � low Partic patio "} . Net operating income for the purp ses of thi Mem randum shali be gross receipts less all operat ' ng e penses which shall include but no be limite t� real estate taxes and assessments, co mon area xpens s , insurance , tenant inducements , and tenant impro ements which are made after the orig 'nal tenant im pr vements had bee� in place and used. Net operat ' ng i come shall be determined as of calen ar- year e d and verified by a certified audit. � ' � 2. I� the even , ho wever , that the Target Performance Crit ria ' are n�t met by th Performance Date : (a) the HR shal pay a sum equaling $8 milli�n multip ied by a f acti� using the difference between $6 . 035 , 000 and th annu 1 average of the actual net rental in ome for each of the first five (5} years followinq the EXHIBIT E 1 ' . � � . �.s=1�� Perfor ance Date produced by signed noncontin ent office space leases , each of a term no less than ive (5) yea s, f r the World Trade Tower, as the numer tor and $6 035 , 0 0 as the denominator (which Fractio. is hereaf er r ferred to as the "Fraction") ; which sum shall e pai at the option of the HRA as a lump um , or ins allme ts with interest as follows : Intere t thereon shall be payable at the rate of .5� over t e pri e rate (the rate publicly announced rom time t tim as the interest rate made availab3 by Norwes Bank Minneapolis, N.A. to its most creditwo thy corpor te bo rowers) compounded semi—annual3y, toge her with p inci ai amortization over a period of ten 10) years ommen ing on the Performance Date. (b) Oxford shal pay and the HRA shall receive the H A's Cash 3ow articipation , reduced by subtrac ing theref om an amount obtained by mu3tiplying said ash Flow P rtici ation by the Fraction. 3 . Oxford may, at an time after the Performance Date, buy out the HRA's r ghts , if any, hereunder in an amount equa to �-� - the I�RA's C sh F1 w Participation (determined as above) for Oxford's pr vious fisca3 year, capitalized at 9.5�. Ox ord shall be re uire to buy out the HRA's rights at any ime after the Perform nce Date in the same manner at the req est � of the HRA. 4 . This Memor ndum as amended and revised supersedes and . replaces th Memorandum of Understanding dated Novembe 1, 1984 , and is intended in part to correct arithm tic formulation to c nform them to the intent of the partie . S. M�nies paid by Ox ord hereunder to the HRA shall not be sed to pay any porti n of the principal and interest du on bonds issue to rovide public financing for the Pro ect _ pursuant to Artic e IV, Section B, of the Agreement to w ich � this Memora dum i attached as Exhibit E. 2 ,� � C� �"�m� ; EXHIBIT F TO DEVELOFAiENT AGREEMENT PRO ECT COT;PLIADICE PROVISIOI�S FOR BLOCK 26 I . Introductio Oxford Deve opme. t Min�esota, Inc. ("Oxf�rd") , is deveZ ping certain retail, ffic and related im provements to be locat d on Block 26 in the ity of Saint Paul , Minnesota . A portion of the funding for the development of B3ock 6 is to be provided y the City of Saint Paul , Minnesota (the "C ty") through a loan of th proceeds of an Urban Development A tion . Grant ("UDAG") or Com unity Development Block Grant (°CDBG ) or other sources of fund to be made available by the United S ates Department of ousin and Urban Development ("HUD") , and Tax- "` - Increment"Bonds to be issued by the City. Oxford has agre d to undertake as p ovid d herein to make certain opportunities associated with evelopment of Block 26 available to minorit and . female persons nd bu inesses and small businesses, as req ired by applicable local egulations , rules and ordinances a d to low/moderate in ome residents to the extent required by fe eral statutes and re ulat ons which are applicable to the Blo k 26 • development as a result �f such funding assistance . This Exhib t ha been developed to define the goals a�d requirements elat ' ng to opportunities for the Bloc 26 development , as well as the mechanisms by which Oxford an its general contract r wi 1 demonstrate their efforts to com ply. The provisions of his xhibit are referred to as the "Project Compliance Provi i�ns . " II . Overview • The P�oje t C npliance Provisio�s co�sist of our comp��ents , as f llows : EXHIBIT F 1 , . . � �S�� ( 1 ) Affir at.ive Action/Equal Em�p�l�o�m�ent Opportun ' t , relating to no -disc imination a�drgoals�Or emp�oymen � minority person a�d ome� during construction of the Block 26 development, whi h is ncluded in Part III hereof . 4 ( 2) Lab�r tand rds Requirements , relating to com pli nce with applicable inim m wage requirements during c�nstructi� of . the Block 26 dev l�pme t , which is included in Part IV hereof . ( 3) The Se -Aside Business Pzo�ram , relating t� goals and requirements for u ilizati �n of small busi �esses an /or businesses own d an controlled by minorities, women and handicapped in ivid als , as contractors , subcontract rs , suppliers and lo er-t ' er subcontractors, during constructio of the Block 25 dev lopme t, and the establishment of a perform nce bond collateral und , hich is included in Part V hereof. (4) Sectio 3 Re uirements - Traininq and Emp�ment and Local Busines ti3i ation , re3-ating to t�ie Sectio� 3 HUD Regu�ations, 24 CFR P rt�135 , which require that lo w/mode ate income residents of the BZock 26 development area be g ven consideration f� empl yment and training during the construc ion phase of the Blo k 26 evelopment , and that loca3. businesse be given considerat on fo participation in the Block 26 develop ent °�- which is i�lude in P rt VI hereof. • III . Affirmative Actio /Equal Employment Opportunity A. Gener 1 St tement. It is the policy of Oxfor to promote equa em oym nt opportunities in the hiring of qualified personnel and ot er em loyment activities. In administering such employment ac ivit ' es , Oxf�rd agrees that it wil � not discrimi�ate a ainst a�y employee because of race, cr ed , religion , colo , sex , nati ��al �rigin or ancestry, ge , disability, marital tatus , or status with regard to pu lic assista►�ce. In onnec ion with the construction of the Bloc 26 development, and in fu therance of the foregoing policies, Oxford agrees that it w 11 : (1) a here o the requirements and make a good f ith " � effort to m et the goals set forth in these Pro � ect : Com pli �ce P ovisions, require good faith adherenc to ' these Proje t CompZiance Provisions by the gen ral contra tor nd all subcontractors awarded contr cts with respe t to construction of the Block 26 devel� ment, a�d use appropriate sanctions and reme ies availa le t it to ensure compZiance by such gen ral contza tor and subcontractors with these Pro ect Compli nce P ovisions; and 2 � . ��-�� , � ( 2j c mmit the necessary time and resources , and requir the ge�►eral contractor and all subcontractors to co mit he necessary time and resources , to implem nt th se Project Compliance Provisions; and (3) p st, a d cause the general contractor to post, i!� conspi uous laces at the construction site, available . to emp oyees and applicants for employment, notice t� the ef ect t at Oxford and such general cantractor are equal ppor u►�ity employers , and that they wi31 not discri inat against a�►y employee because of r ce , creed , rel ' gion , color , sex , national origi or ancest y, a e , disability, marital status, or st tus with r gard o public assistance; and (4) i will include, and cause the genera3 contr ctor and al subc ntractors to include, in all salicitations or adv rtise ents for empZoyees placed by �r o*� b half of Ox ord r such c�ntractor or subcontracto , a statem nt to the effect that all qualified applicants will eceive considerati�n for employment wit out _ regard to race , creed , color, reZigion, sex, nati nal origin or an estry, age, disability, marital statu or status with egard to public assistance. B. Establ shmen of Goals (1) Oxfo d ag ees to make a good faith effort, an to require the gene al c ntractor and all subcontractors to ma e a good faith effo t , to achieve the following specified ove a31 percentages of minority and female work hours on a31 ork - performed by the gener 1 contractor and each subco:�tractor i the construction of he B1 ck 26 development: � (a) Unsk lled minority labor 10$ (b) Mino ity skilled employment 6$ - (c) Fema e skilled and unskilled � empl yment 4$ . , (2) The ab ve-de cribed goals shall be in effect durin the � period of constr ction of the Block 26 developme�t, or until such earlier time as the ity and Oxford mutually agree on revised goals. (3) F'or pu poses of determining whether the above--desc ibed goals have been met, the work hours of minority and/or fe ale persons shall in lude the traini�g time (whether an—site or off— site) of each mi. ority �r female employee, and the aggregate w�rk 3 . �� _�� . � . . _ hours of all min rity or female workers employed i� c�nstruction of the Block 25 develo ment shall be expressed as a percenta e of the aggregate ork hours of all emp3oyees of the gen ral contractor and 11 s bcontractors in the construction of the Block 26 develop ent. ` (4) For pu poses of this Part III (B) , in order to esta lish that a "good fai h eff rt" has been made, Oxford agrees, and ill require the gen ral c ntractor and all subco�tractors to a ree, that it will at mini um: (a) a tempt to recruit the targeted number of minority p rson and females as employees (i) through the p stin of signs at the job sitg , ( ii ) thr ugh c r►tac s with Zabor organizations with whic it h s col ective bargaining agreements pertaini g to t e co struction of the B3ock 2f develop ent � a d/or the. City Department of Planning and E onomi Development, Division of Job Creatio (or i s des'gnee) , and (iii) through lQCal advertisi�g ( nclud ng language indicating that positions may b filled by minority and female persons) in the f llow ng minority-owned or c�mmunity-b sed . -_- ,..,.«... p blica ions and agencies : - St. P ul Recorder - Minne polis Spokesman - Twin ities Courier - LaVoz � - Insig t News - India Community Liaison - YWCA ewsletter - Cente for Asians a;�d Pacific Islanders Newsl tter - Summi University Free Press - The S urce (Ramsey Action Pzograms} - St. P ul Labor Education Advancement Progra - Women in the Trades (b) m inta � n records to establish the r►ature of its � " � g od fa ' th efforts to meet the goals set fort in � t is Pa t III . C. Required Documentation. In connection with the affirmative acti n%equ �emp'loyment opportunity requirements, (1) 0 ford ackn�wledges that Section I83.04 of the S int aul Leg islative Code (the "Human Ri hts 0 dinan e") and Rules Governing Affirmative Acti�n R quir ments in Employment (the "Ru2es") are 4 � � ��_��d , � i. c�rporated into the Development Agreement and t ese Project Compliance Provisions , and Ox ord a rees to com ply with , and require its ge� ral c ntrac or and all subcontractors to comply ith, t e Hu an Rights Ordinance and the Rules , as o tline and discussed in this Plan. Oxford also a rees, and will require its genera� contractor to a ree , to include the provisions of the H man R ghts rdinance, specifically or by reference, in e ery s bcontract or purchase order. ( 2) 0 ford agrees , and will require its gen ral c ntra tor and all subcontractors to agree to r quir all bidders for contracts re3atin to c nstru tion of the Block 25 Development to su mit a compl ted Compliance Review Form (form CPF- ) to t e Cit 's Human Rights Department at or prio to . t e awa d of the contract. ( 3) 0 f�rd agrees , and will require its gen ral c ntra tor and all subcontractors to agree to . p rmit the City's Human Rights Department s aff m mbers access, after reasonable advance no ice, a re sonable times and upon reason ble T� �" " c nditio�s , to its books , records and accou ts , p yrol records , employee files and other f ' les p rtin nt to the affirmative action/e ual . e pZoy� ent opportunity requireme�ts of t ese P oject Compliance Provisions for the purpos of i vestigation to determine compliance. Ox ord w 11 a low City staff reasonable access to the - c nstr ction site to canduct on-site visits for p rpose of monit�ring compliance . IV. Labor Stand rds R quirements (1) Oxfozd agree , and will require the genezal contra tor, all subcontracto s and all lower-tier subcontractors to agre , to com-ply with the Feder 1 Labor Standards Provisions, Davis acon � Act , 40 U. S.C. Sect ' ons 276a to 276a-7 and Related Act (Department of L bqr egulations, 29 CFR Part 5) . Oxford agrees • . , to include , and r quire the general contractor , all subcontractors a d all lower-tier subcontractors to include, the Federal Labor St ndard Provisions and the Federal Wage Decision for Ramsey Count (MN 3 2057) , with three modifications, i� all bid specificatio s and contracts. A copy of the current Federal Wage Decision is attac ed hereto as Exhibits I and II . 5 . , �,��-- �c-� � V. Set-Aside B sines Program A. Establ shmen of Set Aside Goal . (1) 0 ford agrees that it will require the gen ral ` c ntrac or, subco�tractors, suppliers and lo er- � t er su contractors to make a good faith effo t to . a ard n overall 10� of the hard construc ion c sts f r the Block 26 development to qualif ing S t-Aside Businesses (hereinafter referred o as t e "Se -Aside Goal") . (2) Q ford further agrees that , as a part of and c ntrib ting to the Set-Aside GoaZ above, it ill r quir the general contractor , sUbcontractors , s pplie s and lower-tier subcontract�rs to award 3 � of the contracts for the limited ard � c nstru tion costs for the Block 26 developm e t to q alif ing Set-Aside Businesses (hereina ter r ferre to as the "Set-Aside Requirement") , said 1 mited hard construction costs being $1Q,724 637, r sulting in a Set-Aside Requirement of $ ► 217 , 91 . "- �"�") I is nderstood that the Se^t-Aside Busine ses w ' ll b drawn in reasonable proportion from the f llow ng four categories : smali businesses , minori y--owned businesses , and/or wome. or h ndic pped owned businesses. It is Zso � u, derst od that in order to establish that a good f ith e fort" has been made to meet the Set- side G al , xford , its general contractor and all s bcont actors shall maintain records estab3i hing c mpli nce with paragraphs (C) , (E) and (F of t is Part V. B. Perfor ance ond Collateral Fund Requirement. (1) W ' thin 30 days after execution of this Agree ent, 0 ford shall establish a performance ond � � c llate al fund with the City (referred to h reirt . a the "Collateral Fund") by making available to � t e Ci y a $300 , 000 irrevocable line of credit, e ther in cash or in an irrevocable lette of c edit. Such line of credit shall be adminis ered b the ity Contract Compliance Officer , or uch o her p rson as the City may designate, and hall b use for the purpose of making payment and p rform nce bonds available to p�tential Set- side B sines es, which are capabZe of performing work 6 � D/=��---��a , o the Block 26 development (�r after the da e on hich all the Block 26 contracts have ee� awarde , other developments located in the City f r wh ch utilization of Set-Aside Business s is requir d) but which are (for whatever r ason accept ble to the City and the Bond underwr ' ter) u able to provide the necessary bond on their own. . The li e of credit in the Collateral Fund hall b used to secure payment by bond underwrite s of v lid laims under payment and performance onds issued to Set-Aside Bus�i *�esses that obtain heir b nds n the basis of the Collateral Fund, a d to p y premiums for such bonds if necessary. (2) In order to inaximize the Collateral F nd ` s p tent al , it is the intention of Oxford an the City t at the Collateral Fund be available on y to q alif ing Set-Aside Businesses that are unab e to rovid a payment and performance bond on heir own. ccordingly, prior to utilization o the C llat ral Fund for the purpQSe of making pa ment _ a d performance bonds available to Set- side Busine ses which do not have privately i sued b nds , the City will encourage such Set- side --�-- �� Busine ses to seek bonds through the exi ting small business administration prog ams a mini tered by the Fairfield Com pany (or such o her ompanies as are acceptable t� the Cit and 0 ford) . ( 3) After Oxford and its general contractor have • awarde all of the contracts relating to the canstruction of the Block 26 develop ent ( excl ding contracts for tenant � i ish i prov ments) , the City and Oxford shall dete mine the total dollar amount of a�. l construction c ntracts awarded for the Block 26 developm en and the to al dollar amount of such contracts that _ ere a arded to Set-Aside Businesses. If the � t tal ollar amount of construction cont acts a arde to qualifying Set-Aside Businesses is less • . than 10� of the total dollar amount of all � c nstr ction contracts awarded for the BZo k 25 d velo ment, Oxford wi31 (within 30 days afte all c ntracts have been awarded) increase the a �ount of the line of credit, either in cash or in an irrevo able letter of credit , in the Colla eral Fund b one dallar ($1.00) for each ten d llar i crem nt of such shortfall , provided , ho w ver , that 0 ford shall receive credit for the in ' tial 7 --��_�� $ 00,00 line of credit, e.g., if the shoztfal is $ , 500 , 00 , the total line of credit is $250 , 00 , c mposed of the initial $100 , 000 under Sec ion B 1) ab ve , together with an additional $350 000 u der t is Section B( 3) . • • (4) T e lin of credit in the Collateral Fund shal be m intained by Oxford for a period of 5 years a ter t e dat it is initial3y established. At the end o the five year period , the Iine of cr dit p ovide by Oxford will no longer be avai3abl to s cure new payment and performance bond as p ovide herein. In addition, upon terminatio of s ch fi e year period and at appropriate t mes t ereafter, the City shall refund to Oxford any c sh th n held in such Fund which is not neede to s cure bonds which are in existence at the � t rmination of the five-year period , and sh 11 , u der s ch circumstances, at the request of Ox ord a appr priate times, execute any instrument of r lease that Oxford may request. In the event any d aws a e made against the 3ine of credit in the C llate al Fund, Oxford (and not the City) wil be r sponsible for repayment of the amounts dr wn, -- °�--- b t suc repayment shall not pz'ejudice any ci ims 0 ford may have against any contractor for r imbur ement of the amounts repaid by Oxford. ( 5) T e Ci y wi13 provide Oxford with quart r3y r ports on the utilization of the Fund , uch r port to be made within thirty ( 30) ays f llowi g the end of each calendar quarter. C. Advert ' semen . (1) 0 ford understands that, for ail construc ion contracts, the C ty wi 1 place advertisements in the City/Co nty Purchasinq News etter describing the work to be done, the bid opening date an the ame and telephone number of the con act person who has he bi specifications. For such construc i�n • � �contracts, the C ' ty a so notifies agencies that work with et— � . Aside Businesses of th upcoming bid opening . ( 2) 0 ford grees that it will provide , or cause the general contrac or to provide , the City' s Project Manager ith the information eeded for p3acement of such advertisements. The necessary infor atio wiil be provided to the City's Pro ect Manager as soo as practicabie and with due regard for publication dead ines. 8 � � �� (3) Oxford nderstands that the City's advertisin is supplemental to he us al advertising by the private develope or contractor in onne tion with bid soliciations. For all construction c ntra ts , Oxford will require its gen ral contractor to p ace id solicitation advertisements in the Minneapolis Star and T ibune, the St. Paul Pioneer Press/Disp tch and in the following minority-owned or com munity-based newspapers : - City f St. Paul Purchasing Newsletter - St . P ul Recorder � -- Minne polis Spokesman - Twin ities Courier - LaVoz - Insig t New - India Community Liaison - YWCA ewsle ter - Cente for sians and Pacific Islanders Newsi tter - Summi Univ rsity Free Press - The S urce (Ramsey Action Programs) _ D. Set--As de Businesses. "Set-Aside Business" means a business entity w ich is (a) organized for profit, inc3uding but �. - not limited--to an so3e proprietorship, partnership, corporat 'on, joint venture, as ociat 'on or cooperative, and (b) either a small business , minori y ow. ed business, a woman owned business r a handicapped owned busin ss. For purposes of this definition, (1) "s all b siness" means a business entity which is no a fi iated with or a subsidiary of a busin ss . do inan in its field of operation and which as em 3oye s who worked a total �of 45,000 hours or le s dur ng its previous fiscal year, or which ad no mor than the equivalent of $1 , 000 , 000 in an ual gross revenues for its preceding fis aI ye r , _ (2) "m ' narit owned business" means a business ent ' ty � ma orit -owned and controlled by a person or pe sons in any combination) who is a rac al • . . mi ority as defined in federal guidelines; ( 3} "w man owned business" means a business ent ty ma ority owned and controlled by one or m re wom n, a. d ( 4) "ha dica ped owned business" means a busin ss entity w ich is majority owned and control�ed by one oz- m re persons who have suffered a physi aZ 9 � �'s-- �o 0 disabil ' ty that substantially Iimits one or ore of his/ er major life activities and has recor of s ch. E. Verification Requirements . (1) T e De artment of Planning and Econo ic D velop ent of the City maintains a current ist o fizm which qualify as Set-Aside Busines es, w ich ist will be provided to Oxford or its g neral contractor from time to time upon requ st. A y fir which is included on such 3ist at the time bi s are received, and which are verifie by t e City Department of P�anning and Econ mic De elop ent Monitoring and Evaluation Unit p ior t bid ward , wi13 be presumed to quaiify s a S t-Asi e Business for purposes of these Pro ' ect C mp3ia ce Provisions. If construction contr cts are to e awarded to firms which are not incl ded o such Zist, but which may otherwise qualif as Set-Asi e Businesses, such firms may be tzeate as Set-Asi e Businesses for purposes of determi. ing w ethe the Set-Aside Goal or the Set--Aside �- ""�` R quir ment is being met on3y if they are re iste ed as qualified Set-Aside Businesses ith t e Ci y' s Set-Aside program prior to the commencement of work under the construc ion c ntra t. In order to qualify as Set-Aside � B sines es under the City's Set-Aside Prog am , s h fi ms must comp3ete a Set-Aside applica ion form an successfully complete the app3ication and a prov 1 process. The staff of the Ci y' s De artm nt of Planning and Economic Developm nt, M nitoring and Evaluation Unit, wiii pro ide c pies of the Set-Aside application fozm on r ques , and wi31 assist such firr�s in the re istr tion process . ( 2) Oxford r its general contractor will provide the - " � C ' ty' s Department of Planning and Economic . . De el�p ent, Monitoring and Evaluation Unit, ith ' a ist f all Set-Aside Businesses to be awa ded c nstr ction contracts ox participations in c ntrac s as soon as practicable after such et- A ide usinesses have been identified as s ccess u3 bidders or participants. Oxford and i s gen ral contractor will provide such Iis to t e Monitoring and Evaluation Unit at leas IO da s pr ' or to the actual award of the contrac in 10 � . - �'s G o� � or er t allow sufficient time for determi ing whethez the successful bidder qua3ifies as a et- Aside 8 siness and what steps, if any, mus be taken t register the successful bidder with the Ci y's S t-Aside Program. As soon as practic ble after r ceipt of such a list, the Nonitoring and Ev luati n Unit wiil notify Oxford and the gen ral co tract r of any successful bidders who appea to qu Iify as Set-Aside Businesses but must regi ter with the City's Set-Aside Program to be treate as su h fo purpases of t�hese Project Compliance Pr visio s. ( 3) As soo as practicable after the initia � co struc ion contracts have been a warded, Ox ord or its general contractor wii3 provide he Mo itoring and Evaluation Unit with a construc ion sc edu� identifying the approximate date each Se -Asid Business wi13 begin work on the B�oc 26 de elopm nt, the activity to be pezformed and the nu ber f employees each Set-Aside business is ex ecte to employ on the site. Each t me ad ition 1 construction contracts are awarded, and ea h ti e change orders which materially affect --:-- --- th achi vement of the Set-Aside Goal or the et- As de R quirement are approved , Oxford oz its ge erai ontractor will provide the Monitoring and Ev luat ' on Unit with an amended construction schedu e identifying the above -descri ed in ormation with respect to the new contracts oz ch nge orders. . (4) Ox ord ill require its general contractor to id ntif the Set-Aside Businesses that will be do ng w rk on the construction of the B3ock 26 de elopm nt, to be satisfied by com pletion of the Ci y' s rime Contractors Set-Aside Busin ss Ut lizat on Commitment PSAI (form PSA1) . As soon _ as prac icable after the initia3 construct ' on � contra ts are awarded , and prior to he co menc ment of work under such contracts, nd . pr oz t the commencement of work under s ch � � ' co trac s , the general contractor will submit a co p�ete form PSA1 to Oxford, and Oxford wiil in tu n sub it the completed form ta the Monito ing an Eva uation Unit. Each time additio al co stru tion contracts are awarded , and prior to co menc ment of work ander such contracts, he ge eral ontractor will submit a revised form PSA1 to the onitoring and Eva3uation Unit. he 11 � �� M nitor ng and Evaluation Unit will provide Ox ord a d the general contractor with copies of orm P A1 �ap n request. (S) O ford nd the general contractor will req ire • e ch ,S t-Aside Business which is awarded a c nstru tion contract or a participation in a c ntra t to submit to the Monitoring and E aluat on Unit evidence verifying its inten to p rform work on the Block 26 development. uch e idenc shall be provided by com pletion of the City's Set-Aside Business Intent to Perform SA2 (f rm P 2) . Form PSA2 shall be completed by ach Se -Aside Business and submitted to the Monito ing an Eva uation Unit as soon as practicable a ter the aw rd of the construction contract or se ecti n to participate , but in any event prior to the ommencement of work by such Set-Aside Bu iness The Monitoring and Evaivation Unit ill pr vide Oxford and the general contractor with co ies o form PSA2 upon request. F. Monitor n of Set-Aside Program _ ..,,.s._ — .. (1} Ox ord nderstands that the City Department of P1 nning and Economic Development, Monitoring and Ev luati n Unit, will monitor the utilization of Se -Asid Businesses in construction of the B1 ck � 26 devel pment. Such monitoring will include, ut wi 3 not necessarily be limited to, review of he ve ification documentation required under p rt V( ) abo e, periodic interviews with the o wners of Se -Asid Businesses performinq work on the B1 ck 26 development, and monthly on-site surveys of wo kers employed by such Set-Aside Business s. Ox ord ili cooperate with City staff in he pe forma ce of such monitoring, including allow ng Ci y sta f reasonable access to the job-site in co necti n with on-site surveys, and Oxford w 31 . � . al o re uire the general contractor and e ch : su contr ctor to cooperate with City staff in he • pe forma ce of such monitoring . VI . Section 3 Re uirem nts - Training and Employment and Loca BusiTness-Uti � ization - In the eve t th t a portion of the funding for he development of Block 26 is to be provided by HUD through UDAG or CDBG funds and th deve opment of Block 26 is therefore subj ct 12 � �� to Section 3 of he Ho sing and Urban Development Act of 396 , as amended, 12 U.S. . Sec ion 170�u, Oxford, the general contra tor, and alI subcont acto s working with such funds must agre to provide , to the greatest extent feasible , employmen to low/moderate inc me p oject area residents. In addition, Ox ord, the general co trac or and aIl subcontractors shall ive consideration t the participation by local businesses in the construction of the B ock 26 development. For purposes of his section ( i) the "Proj ct Area" sha31 mean the City of St. P ul , Minnesota, and ( ii) he "Area of the Pzoject" shail mean the seven county me ropo itan area (consisting of the Countie of Anoka , Carver , D kota , Hennepin, Ramsey, Scott and Washington) . A. Constr ction Pexiod (I) w th respect to the construction of the Block 26 d velo me:�t , Oxfozd agrees , and wi3l require the g nerai contractor and each subcontractor to a ree t emp oy, to the greatest extent feasi le , I w/mod rate income residents of the Praject rea o , if applicab3e , the Area of the Projec in . c nstru tion positions, pursuant to and consistent w th th Project Labor Agreement among Oxford, the g neral contractor and the St. Pau3 Building and ��-- �� C nstr ction Trades Council, as agent for its m mber unions and in accordance with applic ble c llect ve bargaining aqreements. In connee ion , w th th tzaining program, Oxford agrees, and iIl r qui e the general contractor and / or s bcont actor to agree , that : • ( ) Pr or to awarding any construction cont act wi h respect to the Block 26 develapm nt, Ox ord , the general contractor , an /or su contractors wi13 be responsible for pr viding to the City Department of Plan ing an Economic Development, Job Creation and Tr ining Division, a preliminary statement of _ work force needs . Such needs will be ca culated on the basis of the entire B ock 26 development and include specific • . , oc upational categories ( skil3ed , s mi— � sk lled , and non—skilled lab�r) as weli a on th basis of temporary and perma ent po itions. Further , the information ilI sh w the estimated positions in each cate ory no currently occupied by regular perma ent em loyees. City staff will be availabl on re uest to assist the contractor an /or su contractors with determining his 13 � . �� in ormation. Upon completion of the preliminary work force statement , re resentativ.es of the general contrac or , re resentatives of labor organizations ith which the genera3 contractor and/ or ' su contractors have collective bargai ing ' ag eements and the City Department of . P1 nning and Economic Development , Job Cr ation and Training Division, wi31 esti ate th number of workers other than journe men th t can be reasonably and feasibly util zed in each occupatio*� to achieve cont act co p3iance . Oxford and the general co tractor wiil require the contracto or su contractor awarded such contract to the gr atest extent feasible utilize the es imated number of workers other han jo rneymen so determined for each occupa ion wh are availab3e in the relevant area; a d ( ) Wi h zespect to each construction contr ct, Ox ord and the general contractor ii3 re uire the contractor or subcontractor to th greatest extent feasibie, to fill va ant -�- '�"`- po itions for workers other than journe men du ing the period of construction with qu lified low/moderate income resident of th Project Area who are available in the re3evant area; and (2) Fo the purposes of the construction period a it r lates to Oxford in providing training and employm nt opportunities, the term "low/mode ate i come esident of the City" wiil be define as those i. dividuals who reside in the Project rea an who e famiiy income does not exceed 90 per ent of the edian income for the Minneapolis/St. auI St ndard Metropolitan Statistical Area . ( 3} Fo the purposes of the construction period a it � ' relates to providing training and employ ent : op ortunities to the "greatest extent feasible' to ' lo /mod rate income residents, Oxford agrees, and w ' 1Z � quire the genera3 contractor nd su contractors to agree , that : (a it wili coordinate recruiting efforts ith th labor organizations with which the ge era3 contractor and subcontractors ave col ective bargaining agreements in orde to 14 � �-�r�� ti id ntify qualified Iow/moderate in ome re idents of the Project Area who ma be hi ed in furtherance of these Pro ect Co pliance Provisions; ( ) it will inform subcontractors of t eir ob igation, as defined by and in accord nce wi h these Project Compiiance Provisions to hi e low/moderate residents of the Pro ' ect Ar a and to advertise through the followinq : 1. job iisting in public agencies (City and State government-sponsored agencies) , and through appropriate comm unity- ased agencies; 2. local advertising , including 3an uge indicating that positions may be filled by Iow/moderate income residents of the Project Area; and 3 . posting of a "Section 3 sign" at the work site, indicating that quali ied low/moderate income zesidents of the �-� - ---� Project Area will be considered for ork on the project (a mailing lis of agencies the contractor/subcontra tor may notify wiil be provided by the City staff , as well as the Section 3 ign mentioned above) ; . ( ) it will maintain records establishing that it ha complied with the Section 3 requireme»ts se forth herein, including submissio of co pleted forms on the work force of the pa ticipating company (.these will be di tributed by the City staff, together ith in ormation and a timetab3e for submis ion, _ at the preconstruction conference) . (4) 0 ford nd the City have determined , as a ta get . . p rcentage subject to the specific estim tes � � d termined under (1) (a) above, that Oxford ill r quir the genera3 contractor and all s bcontractors , to the greatest extent feasi le, t emp oy a sufficient . number of low/mode ate i come residents of the Project Area or as a plica le, the Area of the Project such that the a grega e percentage of such low/moderate in ome r side ts employed as workers other han 15 � �s�ac� . � . �� j urney en during the construction of the Bloc 26 d ve3opr�ent will be 5 percent of the work f rce e ploye in such construction. (5) I is u derstood that, with regard to the trai ing � o portunities provided to low/moderate in ome - r sid�ents of the Project Area or , as applic ble t e Ar a of the Project as workers other han j urney en, the training program will consis of t e training provided in coordination with the 1 bor rganizations with which the gen ral c ntractor or subcontractor has a collec ive b rgaining agreement, and that such trai. ing p ogram wi3l continue with respect to any uch w rker on3.y for the duration of his or her e ploym nt at the Block 26 development. (6) 0 ford, its contractors and subcontractors, s all m et th training and emp3oyment requirement by r cruiting for hire quaiified residents of the P oject Area or , as applicable, the Area of the P oject. In the event Oxford, its contractor or s bcont actors demonstrate that there are not s ffic ' ent qualified or available Secti n 3 -�- �-�--- r siden s of the Project Area for a partic lar v canc , then Oxford , its contractors or s bcont actors, may hire residents of the Are of t e Pro ect to meet said requirements. B. Perman nt Em lo ment Opportunities (1) 0 ford ill make each tenant and other employe in t e Bi ck 26 development aware of the Ci y's p rmane t job employment and training pro ram t rough a letter in support of the program sen to e ch te ant and other employer within 35 ays a ter a lease or other contract is signed bet een 0 ford nd such tenant or other em p3oyer. Ox ord w ' ll al o cooperate with the City and will ake direct ontact with the intent to arrange face to— • � � f ce me tings between the City Job Creation and � T ainin Divison and alI subdevelopers, ten nts ' a d oth r employers of workers in the Bloc 26 d velop ent f�r the purpose of encouraging t ese s bdeve operes, tenants , and other em ployer to u e th Job Creation and Training Divisi n's service for the recruitment, training and hi ing o permanent employees at the Block 26 de eZop ent. 16 � . ��- �o d , � , ( 2) Ox ord 's obligations under this Part VI (B) sh ii b effe tive for a period of five years follow ng s bstan iai completion of the Block 26 d ve3.op ent. VII . General Pro ision A. Intern 1 Com liance Monitoring (3) 0 ford hereby appoints its Director of H man R sour es and Admin�istratian as its EEO C ordin tor, with primary responsibiiity for i pleme tation and monitoring of co mpliance ith t ese P oject Com piiance Provisions. The du ies a d res onsibilities of the EEO C4ordinator for t e B1 ck 26 development include but are not 1 'mited to the following : ( ) to imp3ement Oxford ' s policies and ob igations as set forth in , and to co rdinate internal and externai co munications regarding , these Pro ' ect Co pliance Provisions; �_-- �� O to assist in the identification of pro lem ar as; O to assist line management in arrivin at . so utions to problems related to com pIi nce wi h these Project Comp�iance Provisions; • ( ) to design and implement review and repor ing sy tems that will ( i ) measure the ef ectiveness of the various prog ar�s in luded in these Project Com pii nce Pr visions , ( ii ) indicat.e the need for re edia3 action, ( iii ) determine the de ree to which the goais and object�ves are - pr gressing , and (iv) maintain and re iew ne essary records; . . ( ) se ve as liaison with City staff, mino ity � or anizations, women's organizations and co munity action groups concerned with the em Ioyment opportunities of minorities, w men an low/moderate income residents; ( ) se ve as the liaison between the gen ral co tractor and the City or enforce ent ag ncies; 17 � ��= l�o 0 , � � � . ( ) ke p Oxford ' s management informed of de elopments in the equal employment op ortunity area; (h) gi e assistance to Cxford's managers, and the • ge eral contractor , in the establishmen of ap ropriate goals and timetables; ( i) di cuss the goals and requirements of t ese Pr ject Comp3iance Provisions on a reg Iar basis with �xford's management, the City and th general contractor to assure t at po3icies and procedures are being adhered to; and (j ac as contact person with City st ff re ardi.ng reporting and recordkeep ' ng re uirements of these Project Com plia ce Pro isions. (2) Ox ord will develop and imp3ement information and review proce ures to ensure that its own managers and the managers of the general contractor and 11 �- s�bcont actor aze periodically apprised of the goa3s and r quir metns of these Project Com plia ce Provisi ns, and to determine and imp3ement compliance on an o going basis. Such procedures wi31 include ut not nec ssari y be limited to the foi3owing ; (a the requirements and goals of these Proj ct Compliance Provisions will be explained by Ci y staff with all contracto s , sub ontractors, lowez-tier subcontractors nd sup liers at preconstruction conferences to be eld prior to com mencement of work by s ch contractors , subcontractors , lower-t er sub ontractors and suppliers; (b) the requirements and goals of these Proj ct • � � Com liance Provisions, and progress regard ng : . com Iiance and the meeting of goals, will be • discussed during regular3y schedu ed co pliance review sessions among rep esentatives of Oxford , the gene al con ractor and the City. An effort will be mad at such review sessions to identify he sta us of progress toward the goais set fo th in hese Project Compliance Provisians , nd any failure to comply with the rep�rting nd 18 � ; ` � �'.5=ln o 0 verification requirements, and to propose re edies for any problem areas; ( ) co ies of these Project Compliance Provi ions w ' lI be made availab�e to the gen ral co tractor and ail prospective subcontra tors an lower-tier subcontractors; and ( ) re ular discussions and meetings bet een Oxford and the general contractox wil be he d so that the genera3 contractor may take th steps necessary to ensure complian e by it and the subcontractors and lower-tier su contractors with the requirements he ein, an tio identify and encourage use of ine hods an techniques designed to promote prog ess to ard meeting the goals set forth herei . B. Pre-Co struc ion Conferences Oxford wili require the general contractor and a31 _ individual subco tract rs to attend a preconstruction confe ence conducted by the City staff. These conferences wi13 be held for the benefit and ' nfor ation of alI participating contractors and R°-- attendance �will be a equired condition of the contract, Each area of complian e wil be reviewed by the appropriate City taff member and for s wi 1 be distributed for documentation and reporting. Cit sta f will explain the documentation at the preconstruction onferences and wiil provide on--going tech ical assistance in a effo t to keep the reporting requirement p to date. C. Sancti ns fo Non-Comp3iance In th eve. t of non-com p3iance with the Pro ect Com pliance Provi ions, inc�uding but not limited. to the Set- side Requirement in art V A) (2) , the City reserves the right, a ter notice and revie with Oxford, to impose sanctions on the ge eral contractor and/o subc ntractors, which may incTude one or ore of the folZowing actio s : . . (1) T e wit holding of all or a portion of indivi uaZ � i stallment payments, if requested compli nce c opera ion and documentation of com pliance i not a taine . ( 2) A app icable , termination or suspension of the c ntract, in whole oz in part , and the gen ral c ntractor or subcontractors may be decl red 19 � �= �0� + a ti � i eligi le (debarzed} for consideration f�r fu ure C ty an /or federal contracts. ( 3) P osec tion for wilifu3 vio3ation of t ese c mplia ce provisions . ` These sanctions il3 �b imposed as permitted under federa3 Ia . D. Miscel aneou (1) N twith tanding anything to the contrary in t ese P oject Compliance Provisions, Oxford and the g nera2 contractors , all subcontractors and a31 1 wer- ier subcontractors shall be require to c eate nd staff only those positions which are n cess ry for construction of the B3ock 26 d velopment. In addition, in complying with the � g a3s a d requirements of these Pxoject Compli nce P ovisions, Oxford , the general contractor , the s bcont actors and 3ower-tier subcontractors s alI r tain the right to exercise sound busi . ess j dgme. t regarding the administration of hi ing a d other employment activities , and the q aiif cations of prospective em ployees and `�- """"' b dders with respect to work on the Bloc 26 d ve3op ent. (2) F r al purposes of these Project Compli nce P ovisions, a person who is employed by Oxf rd , � t e genera3 contractor or any subcontracto or I wer tier subcontractor , and who qualifies for t o or more target categories (such as a pe san w o is both female and a low/moderate in ome r sident of the City) , may be counted toward the g als s t for affirmative action/equal employ ent o portu ity and for Section 3 employment. ( 3) I is u derstood that the goals and requirem nts s t for h in these Project Compliance Provis 'ons r gardi g construction of the BZock 26 develop ent • s all not apply to the acquisition and � c nstr ction of tenant finish im provem nts ' u dert ken within the improvements to be c nstructed on Block 26. The obligations set f rth h rein , other than those set forth in art V B) an Part VI (B) , shall not apply after the r tail/ ffice building to be constructed on B ock 2 has een substantially completed. 20 � � �'�_ (�o v � r � ( 4) I con ucting on-site visits and surveys for p rpose of monitoring compliance, City staff i33 c mply ith reasonable regulations of the gen ra3 c ntrac or and subcontractors so that the ma ner, f equen y and duration of such on-site visits and s rveys are not disruptive of order3y construc ion a tivit es at the Block 26 development. ( 5) I Oxfo d does not meet the Set-Aside Require ent i Section V(A) (2) , it shall nevertheless no be i def uIt thereof if : � a it has met the Set-Aside Goal in Sec ion V( ) tI) , �r b th totai of all contracts awarded to qu lifying Set-Aside Businesses on the Pr ject is $3 , 237 , 391 or greater; prov ded th t nothing herein modifies or am nds Ox ord's obligations under Section V(B) ith re ard to the Collateral Fund . These rojec Compliance Provisions are hereby ado ted by the City of Saint Paul , Minnesota and Oxford Develop ent --�-- Minnesota,--i�nc . CITY OF SAINT PAUL, MINNESOTA . By Date By Date - Approved as to Form: By City Attorney' s 0 ice 21 , � � v �'S- lca o �t . OXFORD DEVELOPI�EI�IT MIIJNESOTA, I C. By ` Date P. S. Downey � Senior Vice President By Date Richard H. Ze ring Vice President — Legal _-,�- ,..,.�- .. 22 � . `� �� - �,o PA. CEL C (DAYTON' S-OXFORD DEVELOPMENT AGREEMENT . That part f Lots 1 , 4, 5 , 6 , 7 , and 8 , Block 6 , St . aul P oper according to the recorded plat ther of ; a d that part of East Seventh Street as v cated by City Council Resolution No . 209301 and ecord d as Document No . 450188 , files of the egist ar of Titles , Ramsey County, Minnesota whic lies Northwesterly of the following describ d line : Co encing at the most Westerly corner of said ot 8, Block 6 , thence Southeasterly along the S uthw sterly line of said Lot 8 , a distance . of 7 . 7 fe t to the point of beginning of the line o be described, thence Northeasterly to a point in t e Southwesterly right of way line of Cedar Stre t as now opened, said point being 1 . 45 _ feet outh asterly of the intersection of the right of w ys as now opened of East Seventh Stree and C dar Street and there terminating . . EXHIB T G J � ` �� - �C1 O EI HTH STREET REALIGHN+ENT AGREEMENT DATE: BETWEEN: Oxford Devel pment Minnesota , Inc . a r9inn sota orporation � 4340 r9 ltifo ds Tower , 33 S�uth 6th Street Ntinnea olis , Minnesota 55402 ( "Oxfor " ) AND CITY 0 SAIN PAUL a N,inn sota unicipal corporation City H 11 Saint aul , innesota ("City") W HEREAS, City i the owner of the public right—of way designated as E st 8t Street between Wabasha and Cedar St eets in the City of S int P ul and ' WHEREAS , 0 ford s the owner of the property called "B ock R� 26" , bounded on the . orth by East 8th Street , on the eas by Cedar Street , o. the outh by East 7th Place , and on the we t by Wabasha Street, and legally described in Exhibit A atta hed hereto and made part hereof ; and WHEREAS, Ci y is esirous of reconfiguring 8th Street,; �d WHEREAS, Ox ord i desirous of reconfiguring Block 26; r10W, THEREF RE, t e parties agree as foll�ws : . 1. Oxfor Dedi ation. Oxford hereby agrees, subject to the terms a�d c �dit ' ons hereof , to dedicate , grant , bargain , � � quit claim and convey unto City, its successors and assigns, all EXHIBIT H 1 � . � ' . . �,� �'.j'-�o� of its right , title a. d interest , to have and to hold for any lawful producti e pub ic use , th,e Parcel defined in Exhib t B attached hereto nd ma e a part hereof ("parcel l") , said Pa cel ' 1 being exchange so�lely for property of like kind as described � in Paragraph 2 b low. 2. City C nveyance. City hereby agrees , subject to the terms and condi ions hereof , to take the steps necessary to initiate and com plete the proceedings requ.ired by law for the vacation of the arcel defined in Exhibit C attached hereto and made a part here f ("P rcel 2") , and upon completion thereo to grant, bargain, uit c aim and convey to Oxford , its success rs a7d assigns, all f its right, title and interest, to have and to �- hold for prro•duct ' ve us in its business of deveZoping Block 26 , said Parcel 2 bei g exchanged solely for property of a like kind as described in P ragra h 1 above. 3. Conside ation. Oxford hereby agrees that conveyance of Parcel 2 to it hall constitute full co�sideration for ' ts conveya�ce of Pa cel to City, and City hereby agrees t at co�veyance of Par el 1 o it shall constitute full co�siderat ' on for its conveyanc of P rcel 2 to Oxford; that there is no "bo t" . � a.n this transacti n pu suant to Section 1031 (d) of the Inter al � Revenue Code; and that . � further com pensation for the land sh 11 be made a conditi n of the vacation resolution required by aw and paragraph 2 a ove . 2 � . . ��-�� 4. Oxford s Rep esentatio�s and Warra�ties. Oxford hereby represents and w rrant to City that : ( a ) I is corporation duly organized , val dly existing and in good standing under the laws of the Stat of � P�lihnesota, and as al requisite power and authority to execute and deliver this Agree ent and to carry out its obligations nder the transaction ontem latd hereby; (b} T e execution , de3ivery and performance of his Agreement and th docu ents contemplated hereby have been or ill be on or before losi. g du3y a�d validly authorized , and Ox ord has taken all necess ry corporation action to authorize the execution , deliv ey, a d performance of this Agreement. .-.-- -(c) T e exe ution, delivery and performance of his Agreement and t e doc ments contemplated hereby by Oxford ill not conflict wi h Oxf rd's Certificate of I�corporatio� or By- Laws or result in a breach or violation by Oxford of or � constitute a def ult b Oxford under any agreement, instrumen or obligation to w ich 0 ford is a party or by which it or an of its property is bound or violate in any material respect any permit, judgment orde , writ, decree, injunction, statute, uZe or regulation bi ding n Oxford ; and . � ' (d) T ere i not now n�r will there be at closing any ( i ) pending go ermm � tal , administrative or arbitra ion proceeding or in estig tion of which Oxford has received wri ten notice; ( ii) lit gation pending or , to the knowledge of Oxf rd , 3 • . � �S- l�c�d threatened in writing , or any u�satisfied arbitration award or judicial orders, or (iii) pending . complaints, charges, petit 'ons or claims of whi h Oxf rd has received written notice (including, ' without limitation, abor grievances , unfair labor practi es , violation of hum n rig ts or anti-discrimantion laws or orders or Federal Trade C mmiss on investigations) which adversely affect or would advers ly af ect said Parcel 1 or any portion ther of , or the conditio , va ue or transferability thereof , or w ich would adversel affe t the ability of Oxford to perform its � obligation under this greement . 5. Cit ' Repr sentations and Warranties. City hereby represents and w rrant to Oxford that : �'- ��) It is duly constituted mun�icipa2 corpozation organized and e istin under the laws of the State of Minn sota and has all req isite power and authority to execute and de iver this Agreement and o carry out its obligations under the transaction cont mpZa ed hereby; (b) he ex cution , delivery and performance of this Agreement have been or will be at closing duly and va idly authorized by the City Council and such other approp iate ' . � representative and bodies of City as are required by City Charter , state r �t er law, ordi �ance , code �X requlatio. , to authorize the execu ion , delivery and performance of this Agreement; 4 � . � �- -(n°� (c)� T e exe ution , delivery and performance of his Agreement are p rmit ed under its City Charter as a munic pal corporation and ill n t result in a breach or violation by ity of , or constit te a default by City under any agreem nt , instrument or ob igati n to which City is a party or by whic it �r aay of its roper y is bound or vi�late in any mate ial respect any per it , j dgment , order , writ, decree , injunct ' on , statute, rule or regu3 tion binding on City; and (d) T ere is no pending county, state or fed ral governmental , dmin strative or arbitration proceeding or investigation o whi h City has received written notice; (i) litigation pend ng or , to the knowledge of City, threatene in ��-- writing , -o�r an uns tisfied arbitration awards or judi ial orders, or (ii) endin complaints, charges, petitions or cl ims of which City h s rec ived written notice ( including , wit out limitation, labor gri vances, unfair labor practices, viol tion of human rights r an i—discrimination �aws or orders or Federal Trade Commission inve tigations) which adversely affect or would adversely affec sai Parcel 2 or any portion thereof or the co�dition , valu or ransferability thereof , or which w uld• adversely affec the bility of City to perform its obliga ion , � under this Agree ent. 6. Condit ons t Closing . a. 0 ford Title Insurance. Oxfoxd shall provide to City a commitmen for policy of title insurance satisfacto y in 5 . � S-�a � form and conten to Ci y f�r said Parcel l , such commitment o be prese�ted to C ' ty at the closing of this Agreement. I is understood that he f llowing exceptions to title shall not be a � basis ' t� withh ld �a proval of the form and content of the commitment: ( 1) ( 11 � ( 111 � b. it L islative Approval. Prior to closing, the � City Council s all h ve taken all steps necessary for valid approval of th vac tion of Parcel 2 a►�d acceptance of the dedication of Pa cel 1. Oxford hereby agrees to cooperate i any �- vacation -gr-oce dings , and to comply with all the conditions im posed in the acati n resolution as required by Section 1 0.04 of the St. Paul Legis ative Code, including, but not limite to, costs required f r th relocation of public or private utili ies, 'if any, as and o the extent required by law or fra�chise the reservation of aseme. ts for utilities; and the filing of a bond or undertaking as req ired by law. 7. Indem ifica ion � Oxford. Oxford agrees to inde nify • " � and hold City h rmle s against all losses a:�d damages an all ' claims, demands acti�ns, costs (i�cluding reasonable attor eys' fees) and fines of an kind arising from its ownership or u e of Parcel 1 prior to he City' s ownership and to the time of closing, any su h los es and damages, claims, demands, act 'ons, 6 ' ` � —��d costs ( i�cludin zea onable attorneys' feesl and fines of any kind to be City' s�le responsibility thereafter . 8. Indemnifica ion � City• City agrees to indemnif and hold Oxford har less against all losses and damages, c3aims, ' demands , action , costs ( including reasonable attorneys' fees) and fines of any kind rising from its :use of Parce3 2 for street purposes prior to t e time of c3osing , any such 3osses and damages , claims dem nds , actions, costs ( including reasonable attorneys' fees) and fines of any kind to be Oxford's sole responsibility t ereafter. g . Noti es , ny notice , demand , request , consent , approval, design tion, or other communication which either arty ,�, _ is requir�d to r des ' res to give or make or communicate t the other party sha 1 be in writing and shall be given oz ma e or communicated by perso aI delivery to an officer of the reci ient or by United St tes r gistered or certified mail, zeturn re eipt � requested , addre sed in the case of Oxford to : Oxford Development Minnesota , Inc . . 4340 M ltifQOds Tower 33 Sou h Sixth Street ' Minnea olis, Minnesota 55402 Attention: Corporate Secretary with a copy to : , � ' Oxford Development Minnesota , Inc. 1500 C nwed Tower Saint auZ , Minnesota 55101 Attention : Vice President -- St . Paul 7 - . ��-(�oo and in the case f Cit to : Depart ent o Planning and Economic Development City o Sain Paul City H 11 An ex ` 25 W. ourth Street • Saint aul , innesota 55102 Attent on: lock 26 Project Manager subject in each ase t the right of either party to designa e a different addres by n tice similarly given. Any notice or o her communication so persona3ly delivered or sent shall be deeme to have been given, made r commu�►icated , as the case may be , on the date the same as p rsonally delivered or , in the cas of maiiing , on the ate on which such notice of communication was received by the ddres ee. 10 . Gover in L w. This Agreement shali be interpreted, _ .�_ a.�..... 4 construed , and nforc d , and the rights and obligations of the parties governe in ccordance with the laws of the Stat of Minnesota . 11. Entire A ree ent. This Agreement represents the en ire aqreement betwe n Ox ord and City , and supersedes aII p ior obligations, re resen ations or agreements , either writte or oral. This Agre ment ay be amended only by written instru ent signed by both 0 ford nd City. 8 ' � . �S�oa IN WITNESS rHERE F, the parties have hereunto caused t ese presents t� be e ecute and delivered on the day and year f rst above written. OXFORD DEVELOPMENT MIN\ESOTA, I C. By Its . And CITY OF SAINT PAUL By Its Mayor . By . Approved as to Fo m Its and Content : By Its Dzrector , Department o Assistant City At orney Finance and Management Servic s 9 � u. c. �u � crc . t� H��vt,�Ht t� , �tVt1 JOMM A. PETER ON FRAItK R. LEKZ .1lt ��J�'�j[�-a . � OFE SIOhtAL REGISTERED SURVEYORS REOI3TERE0 t11 iHMESOT Q IYIiCONSIN UCE?ISEO IN CtTY OF M�1lrEA�O�tE � 3300 LYNDA � AYE. S0. MtHKEAPOLIS, MINN. 55408 ' TE�EPHONE � 6t2 - 824 -0370 � � WORLD TRADE CENTER � Proposed Descriptio for treet Vacation , East 8th Street � That part of East 8 h Str et � as now opened , which Iies Northea terly of the following descr ' bed L ne 1 and lying Southwesterly of the f llowing described Line 2 ; • Line I : Commencing at the m st No therly corner of Lot 1 , Pfeifer ' s Pla e Plat 1 ; thence Westerly alo g the Northerly line of said Lot 1 a distan e of 0. 58 ' feet ; thence Wester y alo g a tangent curve concave to the Nort having a radius of 505 .44 fe t a d stance of 217 . 23 feet ; thence Westerl along a reverse curve conca e to he South having a radius of 4I9 .44 fe t , a di.stance of 123 .�37 eet t a point of intersection With the Wes erly line of said Lot 6 , said point of intersection being distant 80. 63 f et Northerly o�f the mo t Wes erly corner of L.ot 1 , Pfeifer�' s Place Plat 2 , as measured along t e Wes erly line of Lots 6 and 7 , s�aid Block 12 , and there terminating . Line 2 : Commencing at the most We terly corner of Lot l , Pfeifer ' s Plac Plat 2 ; thence on an assumed bear ng of N34*53 ' SO"W along the Westerly ine of _. �__ Lots 7 and 6 ,--s.e.id lock 2 a distance of 60. 80 feet to the act al point of beginning of said Line 2 ; thenCe N55*09 ' S2"E a distance of 5, . 83 feet ; thence Easterly alon a t ngential curve concave to the South h ving a radius of 266. 00 feet for a distance of 27 . 76 feet , more or les , to its intersection with th abo e described Line l , said goint of int rsection � being the beginning f th part of East 8th Street to be vacate ; thence continuing Easterly long said curve concave to the South, havi g a radius of 266 . 00 fee for a distance of 9g. 29 feet ; thence H82* 1 ' SI"E a distance of 18 . 59 fe t ; t ence Easterly along a � tangential curv concave to the North having rad ' us of 294 . 00 feet for a distance of 3 . 42 feet , more or less , to its intersection with the above described Line 1 and there terminating . • All according to the recorded plats thereof on file and of reco d in the office of the County reco der � Ramsey county � Minnesota . � ' No.te�: * denotes degr es ; ' denotes minutes ; " denotes seconds . . i NCR[1Y TIF T14AT TMI! WRYCY � J�N� R ►ORT M�A,S rR[MR[D �Y rC o+R R �tY RcCT � . RvIS o t A A DULY R[0►aTCR[D CLtEM7 OXFORD DEVELOPME T, INC. LAMp VCYOR MOCR T [ 11� O M k[=p �o� �o. 10,579 s�� DAT[ � It i. M0. -LY Z 6K./�G. 681I2+ iMfE Of � G. �.. OU TER . 8c ASSOCIATES , INC. � JO►+N a. ►�ETE sOH FRANK R. LEt1Z � , � OFE SIONAL RE(31STERED SURVEYORS ��`��(O� • REOt3T'ERED IN INNEEO Q M'ISCONEIM UC@f8ED IN ClTY OF MRlMEA�p� . 33 �YNDA E AVE. S0. MINNEAPOLIS, MIhIhE_ 55408 � � TELEPHONE � 612 - 824 -0370 � � �ORLD TRADE CENTER � + Proposed Descripti n for S.treet Dedication, East 8th Street ! � iThat part of Lots and , Block 12 , Bazil and Guerin ' s Additi n to St. Paul , lying Southe sterl of the following described Line 1 an lying Northwesterly of t e f'ol owing described ,�,ine 2 ; Line 1 : Commencing at the ost N rtherlp corner of Lot l , Pfeifer ' s P1 ce Plat 1 ; thence Westerly ai ng th Northerly line �of said Lat 1 a dista ce of 0 , 58 feet ; thence. Weste ly ai ng a tangent curve concave to the Nor h having a radius of 505 .44 f et a istance of 217 . 23 feet ; thence Wester y along a reverse curve conc ve to the South having a radius of 4I9.44 f et , a ' distance of 123 ;37 feet o a point of intersection with the We Lerly line of said Lot 6 , said poin of intersection being distant 8D. 63 eet • Northerly of the m st We terly corner of Lot 1 � Pfeifer 's Plac Plat 2, as measu�red along the We terlp line of Lots 6 and 7, said Bloc 12 , and there terminating . Line 2 : • Commencing at the m st W sterlp corner of Lot 1 , Pfeifer 's PIa e Plat 2 ; thence on an assume bea ing of N34*53 ' S0"W along the Westerly line of . Lots 7 and 6_,�said lock 12 a distance of 60. 80 ,feet to the ac ual point of beginning of sai Lin 2 ; then�e N55*09 ` 52"E a distance of 1 .83 feet ; thence Easterly alo g a angential curve concave to the South aving a � radius of 266. 00 fe t fo a distance of 27 . 76 feet , more or le s , to its intersection with t e ab ve described Line 1 and there termina ing . I Al1 according to th recorded plat thereof on file and of reco d ' _ office of the Count recorder � Ramsey cou�ty , Minnesota . 1n the Note : * denotes deg ees ; ' denotes minutes ; " denotes seconds. � Nt�[tY' CERTIFY TNA7 TMI� WRy[ � �LAN R R[►ORT w/y rR[MR[D RY "� � wY aRE suKievrs K t A Du�Y R[otaTER[� CL�[NT o�0� DEVELOP NT, INC. lA RKY U T L ' F T ! [�OTA, �oa �ro. 10.5 7 9 s [ DJ1T[ o [�. �, � 2�7 �K./�p. 68I/2+ fME T Of � . ... . . . . , . � � . � C� -s-�� ASSESSMENT AGREEMENT THIS AGREE NT, ated as of this day of , . 1985 , by and a ng t e City of Saint Paul (the "City" ) , Oxf rd Development Mi esot , Inc. (the "Developer" ) , the Housing nd Redevelopment uthor ' ty of the City of Saint Paul, Minnesot (the � "HRA" ) , and th Coun y Assessor of the County of Ramsey (th "Assessor" ) . WITNESSETH G7HEREAS , o or b fore the date hereof, the City, HR.A an Developer have nter d into a Public/Private Agreement for and Sale and Develo ment (the "Agreement") regarding certain re 1 property locate in he City; and � WHEREAS, it is c ntemplated that pursuant to said Agree ent, the Developer ' l1 u dertake the development of an approxim tely 760 , 000 square oot etail/office complex ("Project") withi the City; and WHEREAS , th Cit , HRA and Developer desire to establis a �- minimum ��ket alue for said land and the iznprovements to e constructed the eon, pursuant to Minnesota Statutes, Sectio 273 . 76 , Subdivi ion 8; and WHEREAS, t� Cit , HRA and the Assessor have reviewed t e � preliminary pla s an specifications for the improvements w ich it is contempla ed w' ll be erected. NOW, THEREF RE, he parties to this Agreement, in consi er- ation of the pr mises , covenants and agreements made by eac to the other, do h reby agree as follows : 1 . The min'mum arket value of the Project and Land (a described in Sc edul A attached hereto) which shall be ass ssed for said Projec and Land, shall be: . . . (a) $ on January 2, I986 ; . (b) $ on January 2 , 1987 ; (�) $ on January 2 , 1988; an the eafter. The parties to his greement expect that the project and construction of impr vements therewith will be completed on or before June , 1988 . EXHIBI I . ��-_ ��9 2 . The m' nimum market value herein established shall e of no further for e and effect and this Agreement shall termin te on the earlier of th following: (a) ugust l, 2009; (b) he da e when the improvemerits constructed n the Land as part of the Project have � een s bstantially destroyed by fire or ther asualty; (c) he da e on which the tax increment bonds are ischa ged or retired; or (d) une l, 1988, but only if the City has not issued tax increment bonds for the Project, The events ref red o in Section 2 (c} and 2 (d) o� this Agr ement sha11 be evide ced b a Certificate of Affidavit executed b the City or HRA an furn' shed forthwith upon occurren�e of the vent in questi�n . 3 . This reem nt shall be promptly recorded by the D veloper with a copy of inne ota Statutes, Section 273. 76, Subdivis on 8 . �, The Developer s all ay all costs of recording. 4 . The As esso represents that he has reviewed the p ans and specificati ns f r the Project and the "minim►um market alue" � as set forth ab ve i reasonable . 5 , Neithe the preambles nor provisions of this Agree ent are intended to, or shall they be construed as, modifying the t rms of � the Agreement b twee the City, HRA and the. Developer . 6 . This A reement shall inure to the benefit of and b binding upon th suc essors and assigns of the garties . WHEREAS , t e pa ties hereto have executed this Agreeme t this . - day of , 19 OXFORD DEVELOPME2'JT MINNESOT � INC. � By: APPROVED AS TO ORM Senior Vice Fresident AND CONTENT: By: Vice President Assistant City ttorn y 2 . - �J'� ` �� CITY OF SAINT PAUL, MINNESO A � gy: Its Mayor By: Its Director, Department o Planning and Economic Development By: Its Director, Department o Finance and Management Services By: Its City Clerk _ __ ..,,.�..-. �. HOUSING AND REDEVELOPMENT AUTH RITY . OF THE CITY OF SAINT PAUL, MIN ESOTA By: Its Chairman By: Its Secretary 3 . � �s-=��-� STATE OF MINNESO A ) ) s . COUNTY OF RAMSEY ) The foregoi g ins rument was acknowledged before me thi day of , 1985 by � � �, President; and , Vice-President, espec ively, of Oxford Development Minnesot , Inc . , a Minnesota corp ratio , on behalf of the corporation. � Notary Public . , � � �s=��-a STATE OF MINNE OTA ss . COUNTY OF RAMS Y The forego ng in trument was acknowledged before me, th ' s day of , 1985 , by GEORGE LATIMER, Mayor of he City of Saint Paul, a unici al corporation of the State of Minneso a, on behalf of the City of Saint Paul. 1 . Notary Public STATE OF MINNE OTA ) ) ss . COUNTY OF RAMS Y ) The forego ng in trument was acknowledged before me this day of , 1986 , by JAMES BELLUS , Director of Planning and Economic D velop ent for the City of Saint Paul, a muni ipal corporation of the S ate of Minnesota, on behalf of the Cit of Saint Paul. Notary Public STATE OF MINNE OTA ) ... ..e..,._ ) s s . ,. COUNTY OF RAMS Y ) The forego ng in trument was acknowledged before me th ' s day of , 1985, by PETER G. HAA'iES , Direct r, Depart- . ment of Financ and anagement Services for the City of Sa ' nt Paul, a municipal corp ratio of the State of Minnesota, on hehalf of the City of Saint Paul . Notary Public STATE OF MINNE OTA ) ) ss . COUNTY OF R.AMS Y ) : The forego ng in trument was acknowledged before me th' s ' day of , 1985, by ALBERT B. OLSON, City lerk of the City of Saint aul, municipal corporation of the S�ate o Minnesota, on behalf of t e Cit of Saint Paul. Notary Public ��-�� STATE OF MINNESO A ) ) s . COUNTY OF RAMSEY ) On this d y of , 1985 , before me, a Notary Public ithin and for said County, appeared and to me personally known who� being each by me duly sworn, did say that they are re pecti ely the Chairman and Secretary of the Housing and Rede elopm nt Authority of the City of Saint Paul, Minnesota, a Min esota public body corporate and politic, tha said instrumetn as si ned by authority of its directors, and said and acknowledged sai inst uemnt was the free act and deed of sai public body , . � ' �`5 -�Dd CE TIFICATION BY COUNTY ASSESSOR 'Fhe unders ' gned, having reviewed the plans and specific tions for the improv ments to be constructed and the market value pre- viously assign d to he land upon which the improvements ar to be constructed, a d bei g of the opinion that the minimum mark t value containe in t e foregoing Agreement appears reasonab e, hereby certifi s as ollows: The undersigned Assessor, bei g legally respon ible or the assessment of the above describ d property upon omple ion of the improvements to be construc ed thereon, hereb cert fies that the market value assigned to such land and impro ement upon completion shall not be less tha D llars . ($ ) until termination of this Agre ment. County Assessor for Ramse County _ __ .e,...._ .. STATE OF MINNE OTA ) ) ss . � COUNTY OF RAMS Y ) The forego ' ng in trument was acknowledged before me thi day of , 1985 , by , the County Ass ssor f Ramsey County. Notary Public � `�� EXHIBIT B Description of Facilities ' One ulti- tory office tower development, con- sist ' ng of approximately 560 , 000 gross square feet of of ice space; approximately 200 , 000 gros squa e feet of retail space; and 150 subs rface parking spaces . �_ ,.....--_ �. • � � -�'j-�n s-c--� EXHIBIT C ounty Assessor ' s Certification The unders gned, being the duly qualified and acting Co nty Assessor of Ram ey Co nty, Minnesota, hereby certifies that: 1 , he is he as essor responsible for the assessment of the property descr bed in the foregoing Exhibit A; 2 , he has read he foregoing Agreement; 3 , he has recei ed and read a duplicate original of th Development Agr ement 4 , he has recei ed and reviewed the architectural and engineering pla s and specifications for the Facilities agre d to be construct d on he property described in Exhibit A by he Developer under the D velopment Agreement; 5 . he has recei ed and reviewed an estimate of the cos of the property de cribe in Exhibit A and the Facilities to be constructed the eon, repared by the Developer; and 6 , the Ma ket V lue assigned to prcperty and the Facil ' ties described in th fore oing Exhibits A and B upon completion hall � not be less tha $ Dated , 1985 . County Assessor Ramsey County, Minnesota . � ��,�' EXHIBIT D Min esota Statutes , Section 273 . 76 , Subdivision � Subd. 8 . ASSES MENT AGREEMENTS) . An authority may, u on entering into deve opment or redevelopment agreement purs ant to section 273 . 75 , s bdivision 5 , enter into a written asse sment agreement in r corda le form with the developer or redevelo er of property withi the inimum market value of the land and co pleted improvements t be c nstructed thereupon until a specified ermin- ation date, wh' ch da e shall be not later than the date upo which tax increment ill n longer be remitted to the authority p rsuant to section 273 . 75, s bdivision l . The assessment agreement shall be presented t the ounty assessor, or city assessor havin the powers of the ounty assessor, of the jurisdiction in which the tax increment inanc' ng district is located. The assessor hall � review the pla s and specifications for the improvements to be constructed, r view he market value previously assigned to the land upon whic the 'mprovements are to be constructed and, so long as the mi imum arket value contained in the assessmen agree- ment appears , 'n the judgment of the assessor, to be a reas nable estimate, shal exec te the following certification upon su h agreement: _-�_ �...._ �, The u dersi ned assessor, being legally responsibl for t e ass ssment of the above described property upon mple ion of the improvements to be construc ed there , he eby certifies that the market value � assig d to such land and improvements upon comple ion shall ot b less than $ Upon trans r of title of the land to be developed or r developed from the authority t the developer or redeveloper, such as essment agreement, toge her ith a copy of this subdivision, shall e filed for record and ecor ed in the office of the county recorde or filed in the of ice f the registrar of titles of the count where the real estate or a y part thereof is situated. Upon comp etion of the improvem nts y the developer or redeveloper, the as essor shall value th pro erty pursuant to section 273 . 11 , excep that • � � the market valu assigned thereto shall not be less than th minimum : market value co tain d in the assessment agreement. Nothin herein ' sr:all limit the disc et�on of the assessor to assign a mark t value to the pr pert in excess of the minimum market value contained in th ass ssment agreement nor prohibit the deve - oper or redevel per from seeking, through the exercise of . � ��o� administrative and 1 gal remedies, a reduction in market va ue for property t x pur oses; provided, however, that the deve oper or redeveloper shall not seek, nor shall the city assessor, the county assesso , the county auditor, any baard of review, a y board of equal ' zatio , the commissioner of revenue or any c urt of this state ant reduction of the market value below t e minimum market alue contained in the assessment agreement ur- ing the term o the greement filed of record regardless oL actual market values hich ay result from incomplete construction of the improvemen s, de truction or diminution by any cause, i - sured or unins red, xcept in the case of acquisition or re acquisition of the p operty by a public entity. 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T . . � � ��_ � L E A S E THIS LEASE ' s mad and entered into this � day of , 198 , by and between the CITY OF SAINT PAUL , a municip 1 cor oration, hereinafter referred to as " ity" , and OXFORD DEVE OPMEN MINn?ESOTA, INC .:, a Minnesota corpora ion, hereinafter ref rred o as "Oxford" . The City an Oxfo d agree and recite that : 1 . Ox ord i the owner of certain improvements � constructed on al or parts oi Lots Block 12 , B zil a d Guerin' s Addition to the City of Saint Paul as we 1 as on other lots in said �lock 12) . 2 . Suc lot (and others) are subject to an easement gr� ted o City, for a pedestrian concourse system for e us and benefit of the public as a ----- public-�way r pe estrian transit through portions oi Oxford' s uild 'ng on said lots . Doc . No . 3 . The pede trian concourse system, while main- . . . taining its rinc 'paI function as a way for people to move quickly and 'n comfort througn the dow-ntown area, can be benef' ted y uses which ennance �the living • environment nd s rve the public ' s needs for diversity in downtown aint Paul . 4. The City is agreeable to leasing a certain limited port ' on o the easement for the pedestrian concourse sy tem o Oxford for uses which are con- sistent with and nhance the purposes for which the - easement was conv yed; and Oxford is agreeable to � undertake in its urn to use and/or sublease said � portion for uch ses . � . I . ease Premises , Descri tion and Te?-m In considera ion of the mutual promises .and undertaking herein, the City does he eby 1 ase to Oxford that certain portion o its EXHIBIT J . � �5-,�� -2- Easement (which Easem nt is described in and recorded as Doc ent No. , ffice of the County Recorder) , which leased artion � is shown on the attac ed Exhibit A and is hereinafter called the "Leased Premise . " The term o the ease shall be one year, commencing on he day of , 198 , unless sooner te minat- ed as provided i thi lease . Such lease ay b terminated by the City upon 60 days ' ritten notice delivere to t e office of Oxford' s building manager, if the City reasona ly determines that Oxford' s or its sublesse ' s use or sublease f th Leased Premises is inconsistent with he "`- public use of th pedestrian concourse system`, Such lease m y be terminated by Ox ord u on written, notice delivered to the of ice of the Director f the Department of Planning and Economic D velop- ment. Any and a 1 cos s or damages claimed by Oxford, its s b- lessee or any th' rd pa ty resulting from termination of the ease shall be borne b Oxfo d or its sublessee. II . se an Sublease of the Leased Premises , Oxford is e press y permitted to use or sublease the Le sed Premises for use cons ' stent with the purposes of the pedest ian concourse system and hall apply any lease revenues against its costs for operat on an maintenance of the Common Areas of t e World Trade Cent r Pro 'ect. Oxford agrees to submit to the ity, . � �.�_ �oo� -3-- before entering into ny sublease or change in the use of th Leased Premises a wr tten statement as to the use of the Le sed Premises or any suble se thereof for review and approval by he City. Oxford s all n t enter into any sublease of or change the u5e of the Leas d Pre ises without the � approval of the City, which shall not be un eason bly withheld. City' s approval in such cases as are referred to ab ve may be given by the Director of the Department of P annin and Economic Development or his deleg te; and approval or disap roval shall be given within ten (10) ays following recei t of xford' s request for approval to enter a sub- - lease or change use, fter which time approval shall be dee ed given. III . Indemnification Oxford wil inde nify, defend and hold the City and H harm- ° less from and a �ainst any and all cTaims, expenses , damages , losses, judgments, suit and ctions (including but not limited to ttorneys ' fees) arising o t of r related to any use of or activity b Oxford or its sublesse s on he Leased Premises hereunder; provide that f i; Oxford may requ re it sublessee to assure this obligation. In � • either case, Ox ord o its sublessee shall insure its oblig tion hereunder by ma' ntain' ng in force at all times during this �ase a liability polic in a minimum amount of $1, 000, 000 combined single limit for injur (including death) to any person and/or per ons and for damage to p opert in any single accident or occurrence such policy naming t e Cit and �iRA as additional insureds . . , � �� _��-lv m-� -4- IV. Improvements . Oxford and its . s blessee shall not construct any perman nt � improvements or fixtu es on the Leased Premises without the x- press written c nsent of the City, which consent may be give by the Director of the D partment of Planning and Economic Deve opment. Removal of such impro ements required by termination of this lease or any other ca se sh 11 be the responsibility of Oxford or ' ts sublessee. Con ent o refusal to consent shall be made with' n ten (10) days follo ing r ceipt of Oxford' s requests, after whic time consent shall b deem d given. __,�_ ,....,.._ �. V. General Provisions � Nothing co taine in this Lease shall release or alter ny existing obliga ions f Oxford with respect to the operation, maintenance and repai of the public pedestrian concourse sy tem subject to publ c eas ment through its building, including b t not limited to, ins rance CITY OF SAINT PAUL By Mayor APPROVED AS .TO RM: By Director, Department of P anning Assistant City ttorn y and Economic Development BY BY City Clerk Director, Department of F ' nance and Management Services -5- �'�_�� • STATE OF MINNE OTA ) ) SS : COUNTY OF RAMS Y ) The forego ng in trument was acknowledged before me th s day of , 198 , by GEORGE LATIMER, May r o�the City of Saint au , municipal corporation of the State o Minnesota, on behalf of t e Cit of Saint Paul . STATE OF MINNE OTA ) ) SS . COUNTY OF RAMS Y ) .The forego n� in trument was acknowledged before me th s � day of , 198 , by JAMES BELLUS, Dire tor o t e Department o anni g an Economic Development of the Cit of Saint Paul , a munici al co poration of. the State of Minriesota, o behalf -oi the City o f Sa'nt Pa 1. _ _ _ STATE OF MINNE OTA SS . COUNTY OF RAMS Y � The forego 'ng in trument was acknowledged before me th' s day of , 198 , by PETER G. HAMES , D'rector o= the Department ot Fi ance and Management Services of the C ' ty of Saint Paul , a munici al co poration of the State of i�+ti.nnesota, o behalf of the City of Sa ' t Pa 1 . STATE OF MINiJES TA ) ) SS . COUNTY OF RAMSE ) The foregoi g in trument was acknowledged before me th' s day of , 198 , by ALBERT B. OLSON, Ci y C er ot the City o Sai t Pa , a municipal corporation of the Sta e of Minne- sota , on behalf of t e City of Saint Paul . . C/ . .5--�,� � -6- OXFORD DEVELOPMEN'� MINNESOT , INC . . - , By � zts By ts STATE OF MINNES TA ) ) SS . COUNTY OF ) _ On this ay of � � � � � � , 198 , efore me, a Notary u ic w' thin an ror sai ounty, a�pearecT . and _ . . . . . . . . . . . to me persona no , w o , eing eac y me auty sworn, ct say � that the�,-are r spect vely the � � � " � � � � � and � � o RD DE ELOP�i£NT MINNE 0 A, INC. , ana that ai i strument was signed by aut�ority of i s . . . . . . . . . . . . � and said an . . . ac now eage sa ins rument was tne free act anc� aee o= s i corporation. . . ; . . , �� -�'� EXHIBIT K DEVE OPMENT PROPERTY DEED THIS INDENT RE be ween the Housing and Redevelopment Aut ority � of the City of S int P ul, Minnesota, a public body corporate and politic created ursua t to the Laws of: Minnesota (the "Grant r") , and Oxford Devel pment Minnesota, Inc . , a Minnesota corporati n (the "Grantee") , WITNESSETH, That rantor in consideration of the sum of ne Million Dollars nd ot er good and valuable consideration ($1 000 , �00) the receipt wher of is hereby acknowledged, does hereby grant bargain, quitcla 'm and convey to the Grantee, its successors nd ^, assigns forever, all t e tract or parcel of land lying and be ng in the County of Ra sey a d State of Minnesota described as foll ws, to-wit (such tra t or arcel of land is hereinafter referred o as the '�Property" ) : " LEGAi� DESCRIPTION � Subject to: • • Reserv tion o the State of Minnesota in trust for he taxing istri ts concerned of minerals and mineral rights for t ose portions of the Property the title _to which ay ha e been forfeited to the State of Minne ota for no ayme t of real estate taxes. . �/J�=(n l9-C� -2- Taxes payab e in the years subsequent to the year and d te of this conveyance and to all special . asses ments and installments thereof payable with . said axes nd to building and zoning laws , ordin- ances , stat and federal laws and regulations . To have an to h ld the same, together with the heredit ments and appurtenan es th reunto belonging in anywise appertaini g, to the said Grant e, it successors and assigns , forever , prov ded as follows: l . It is nders ood and agreed that this Deed is subje t to certain cov nants, conditions, restrictions and provisio s as specified i the greement entered into between the Gran or and Grantee on the day of , 1985 , en- �_ -.4..,._ titled "Public Priva e Agreement for Land Sale and Developm nt" (hereafter ref rred o as the "Agreement") and that the Gra tee . shall not conve thi property, or any part thereof, withou the consent of the rant r until a certificate of completion re easing the Grantee fr cer ain obligations of said Agreement as t this Property or su par thereof then to be conveyed, has been of record; notwithstand' ng, however, the Grantor shall give it consent if the ssig ee or purchaser (1) executes a written • assumption of alI of Grantee ' s rights , duties, covenants an the obligations her unde and under the Agreement, and (2) demo strates to the reasonable sa isfaction of the Grantor that it is fi ancially capable of doi so . This provision shall in no way preven the Grantee from ma ing ransfers permitted by the Agreement or mort- gaging this Pro erty in order to obtain funds for the purch se of . . ��---(�� -3- Property hereb conv yed and for erecting improvements ther on in conformity wit the greement, any applicable redevelopment plan and applicable rovi ions of the zoning ordinances of the C ty of Saint Paul , Min esot . Promptly af er c pletion of the improvements in accord nce with the provis ' ons f the Agreement, the Grantor will furn sh the Grantee with a erti icate of Completion in the form attach d to the -Deed as Exh'bit Such certification by the Grantor s all be (and it shall b so p ovided in the certification itself) a conclu- sive determinat' on of satisfaction and termination of the a reements and covenants o the greement and of this Deed with respec to the obligation of t e Gra tee, and its successors and assigns, o con- struct improvem nts a d the dates for the beginning and com letion thereof, it bei g the intention of the parties that upon th granting - and filing of t e Cer ificate of Completion that all restri tions and reservation of t ' tle contained in Section 1 and 2 of' t is Deed be forever rele sed a d terminated and that any. remaining o ligations of Grantee purs ant t the Agreement shall be personal only. � All certifi ation provided for herein shall be in such form . , as will enable hem t be recorded with the office of the C unty � Recorder or reg strar of titles of Ramsey County, Minnesota. If the Grantor sha 1 ref se or fail to provide any such certif ' cation in accordance w th th provisions of the Agreement and this Deed, the Grantor sha 1, wi hin ten (10) days after written reque t by � �',s--�� -4- the Grantee, pr vide the Grantee with a written statement i dicating , in adequate det il in what respects the Grantee has failed o com- plete the impro emen s in accordance with the provisions of the Agree- ment or is othe wise in default, and what measures or acts ill be necessary, in t e opi ion of the Grantor, for the Grantee t take or perform in orde to o tain such certification. 2 . In the vent hat the Grantee breaches, defaults or does not comply with any mater ' al provision of the Agreement and the Grantee herein shall fa ' 1 to ure such default, breach or failure o com- pliance within he pe iod and in the manner stated in Artic e XII , Section A of th Agre ment, then the Grantor shall have the right _�._ >..,,,.,. to reenter and ake p ssession of the property and to termi ate and revest in the G antor the estate conveyed by this Deed to t e . Grantee, its as igns r successors in interest, in accordan e with the terms of th Agre ment; and Grantor further shall have he right to file and rec rd th limited warranty deed provided for b Article IV, Section D (2 of t e A_qreement . IN WITNESS HEREO , the Grantor has caused this Deed to be duly executed i its ehalf by its and � its and has caused its corporate seal to be hereunto ffixe this day of , 1985 . HOUSING AND REDEVELOPMENT AU HORITY OF THE CITY OF SAII�?T PAUL, MI NESOTA By � Its By Its t . ��-�— (��-d EXEMPT FROM STATE DE�D TAX STAMPS STATE OF MI NESOT ) ) ss . COUNTY OF SEY ) On thi day of , 1985, before me, a notary pu lic w thin and for sa�d County, personally appeared and to me perso ally nown who by me duly sworn did say that they are th and of the Hous ng an Redevelopment Authority of the City o Saint Paul, Minne ota ( "Authority") named in the foregoi g instrument; that he seal affixed to said instrument is he seal of the Autho ity; that said instrument was signed a d sealed on b half f said Authority; and said and acknowledge said instrument to be ' the free ac and eed of said Authority. Notary Public � . �� EXHIBIT L CERTIFICAT OF C P�lPLETION AND RELEASE OF FORFEITURE � WHEREAS, th Hous ng and Development Authority of the Ci y of Saint Paul, M nneso a (the "Grantor�') , a public body corpo ate and politic, by a De d rec rded in the Office of the County Recor er or the Registrar of Ti les in and for the County of Ramsey an State of Minneso a, as Deed Document Number , has conve ed to Oxford Developme t Min esota, Inc . , a Minnesota corporation ( he "Grantee" ) in th Coun y of Ramsey and State of Minnesota, th following legall desc ibed property to wit: _.�� ,.�,.,... �, and WHEREAS, sa d Dee incorporated and contained eertain co enants and restrictions the reach of whicn by the Grantee, its suc essors and assigns, wou d res lt in a forfeiture and right of re-ent y by tne Grantor, its succe sors and assigns , said covenants and r stric- tions being set orth n said Deed and in a Development Contr ct executed by and etwee the Grantor and the Grantee and dated , 198 (the "Development Contract") ; and WHEREAS, th Gran ee has to the present date performed s id covenants and co ditio s insofar as it is able in a manner de med . . sufficient by th Gran or to permit the execution and recordi g of • this certificati n; NOW, THEREF RE, t is is to certify that all building con truc- tion and other p ysica improvements specified to be done and made by the Grantee h ve be n completed and the above covenants an conditions in sa ' d Dee and Development Agreement have been p rformed � S= ,� � � by the Grantee erei and that the provisions for forfeitur of title and right o re ntry for breach of condition subsequen by the Grantor, con aine therein, are hereby released absolute y and forever inso ar as they apply to the land described here ' n, and the County R corder or the Registrar of Titles in and fo the County of Ra sey nd State of Minnesota is hereby author' zed to accept for re ordi g and to record the filing of this ins ru- ment, to be a co clusive determination of the satisfactory t rmi- nation of the co enan s and conditions of the contract refer ed to herein which ould result in a forfeiture by the Grantee, its successors and a signs, and right of re-entry in the Grantor , its successors a d assigns , as set forth in said Deed, and t at said Deed shall ther ise remain in full force and effect. This certif ' cate of completion is not a warranty, nor d es , it contain any w rran ies to Grantee or any third parties, a to the condition, safety or nature of the physical improveme ts constructed on t e La d described above; nor is it a waiver f or finding of co plia ce with any City or state building, zo ing, fire safety, or ther code, regulation, statute or ordinance HOUSING AND REDEVELOPMENT AU HORITY ' OF THE CITY OF SAINT PAUL, M NNESOTA By Its � By Its STATE OF MINi1ES0 A ) ) ss . . COUNTY OF RAMSEY ) On this day of , 1985, before me a notary public wi hin nd for said County, personally appeare and , . to me personally know , who, being by me duly sworn, did say that � � � they are the and of the Fiousing a d Re evelopment Authority of the City of Sa nt Paul, Minnesota ("Auth rity") named in the foregoing instrument; t at the seaZ affixed to aid ' nstrument is the seal of the Authority and said and acknowledge sai ins rument to be the free act and deed o aid Authority. Notary Public 2 . . a . * � . . � -�_�� SHO T FORM DEVELOPMENT AGP.EEMENT This Short orm D velopment Agreement , dated , � 1985 ,- is made am ng th Housing and Redevelopment Authority f the City of Sai�it Pa 1, Mi nesota, a public body corporate and p litic , ("HRA") , and the City f Saint Paul , a municipal corporation, ("City") , and Ox ord D velopment Minnesota, Inc . , a Minnesot corporation ("Ox ord") . 1 . The HRA City and Oxford have , on the same date, eri ered into a "Public/P ivate Agreement for Land Sale and Developme t" ("Agreement") , w ich A reement sets forth the relative rights and responsibili ies o the parties for the sale and reconve ance "- of the La"�"d (as escri ed in Exhibit 1 attached hereto), the evelop- ment and constru tion f a multistory World Trade Center on t e Land (the "Proje t") , nd various other rights and obligatio s touching and con ernin the Land and Project thereon . 2 . HRA, Ci y and Oxford desire to place this Short For Development Agre ment f record so as to give notice to thir parties of the e isten e of said Agreement and of the respective rights and oblig tions of the HRA, City and Oxford thereunder. � � � 3 . The HRA City and Oxford, in consideration of the pr mises ' and undertakings herei , agree that Oxford will sell the Lan to the HRA, the HRA will econvey the Land to Oxford by a Develo ment Property Deed, t e Cit will from the proceeds of tax increme t bonds or other r venue sources contribute $10 million net for . �5-_�� -2- the Land purchase an certain capital construction costs , a d Oxford will construct he P oject , all of the above as more partic larly set forth in a in ccordance with the Agreement . WHEREAS , t e pa ties hereto have �executed this Agreeme t this day of , 1985 . OXFORD DEVELOPMENT MINNESOTA INC . By Senior Vice President Bv .-. - ---� Vice President and Secreta y APPROVED AS TO ORM CITY OF SAINT PAUL, MINNESOT AND CONTENT : By ssistant ity ttor ey Its Mayor By Its Director Department o Planning and Economic Development By Its Director , Department o Finance " ' ' and Management Services - . � �� -�4-�J -3- • , HOUSING AND REDEVELOPMENT AU HORITY OF THE CITY OF SAINT PAUL, M NNESOTA By Its C airman By Its Secretary _-�_ ..� �. � �� -4- STATE OF MINNE OTA ss . COUNTY OF RAMS Y The foreg ing i strument was acknowledged before me th' s day of , 1985 by , President, and , Vice-President , resp ctively, of Oxford Development rlinneso a, Inc . , a Minnes ta co poration, on behalf of the corporation �f Notary Public � -5- � �5-(�� STATE OF MINNE OTA ss . COUNTY QF RAMS v The foreg ing i strument was acknowledged before me , t is day of , 1985., by GEORGE LATIMER, Mayor f the City of aint au , municipal corporation of the State of Minnesota , on behalf of t e Cit of Saint Paul . ' � Notary u ic STATE OF MINNE OTA ) ) ss . COUNTY OF RAMS Y ) The foreg ing i strument was acknowledged before me th s day of , 1985 , by JAMES BELLUS, Director o Plannine and Economic D ve op ent for the City of Saint Paul , a muni ipal corporation of the S ate of Minnesota, on behalf of the Cit of Saint Paul . Notary Public _.�_ ..y..._ ,, STATE OF MINNE OTA ) ) ss . COUNTY OF R.AMS ) The foregoing i strument was acknowledged before me th s day of , 1985 , by PETER G. HAMES , Dire tor , DePartment o inanc an anagement Services for the City f Saint Paul , a munici al co poration of the State of Minnesota, on behalf of the City of Saint Paul . Notary Pub ic • STATE OF MINNES TA ) . � ) ss . C�UNTY OF RAMSE ) The foregoing i strument was acknowledged before me th s day of , 1985 , by ALBERT B. OLSON, City ler o the City o Sai t Pa 1 , a municipal corporation of the Stat of Minnesota, on behalf of the City of Saint Paul . . Notary Public r � !�-�� O -6- STATE OF �1INNES TA ) ) ss . COUNTY OF RAMSE ) On this day of � , 1985 , efore me, a Notary Public with'n and for said County, appeared and , to me personall kno , who , being each by me duly sworn, d d say that they are r spec ively the Chairman and Secretary of th Housing and Redevelopme t Aut ority of the City of Saint Paul, Minn sota, a _ Minnesota publi bod corporate and politic , that said inst ument T= - was signe�� by a thori y of its directors , and said an d acknowledged sa' d ins rument was the free act and deed of s id public body. ��•�:' \ - �r�r3rF��'�;�� ' ��`-� �� .►Sx�.I1T�fi L��r1�_s_., �{G`/J_ ////�,p� f'::1/ ;1 �4�� t`J� I � � .. G (J✓ `F/'��/ ;'-:�; • `,-` c::� }. -+ 'I YCif. OP T1Zi,. C'T�'' CG�G'\CLT. �,_� ;: ';_�_; - ., 1,,�.i y iY'i\� ''�_� =�"'��l f . . ; A ��,.� �� Do , � . April 25 , 1985 �:.-.. <... , .,,.,,_;; . ,_.._ C i� � IE l E � FE PO � T i 0 • �ctn P� I Ci�; Ccw ��ii ��' � R'�� ' C �� I I i ° Q �? Fr��CE, MANAGEi�lE�TT & PE RS 0�1VE - r � C�t-'t A I . JAP�! S SCHEIBEL '• • Approva 1 0� i nute from Apr i 1 18, 1985, me�r i ng. i , '7 ' /� �' .. �/�!� �i = - i._. - 2. ReGolution � propr ating � 1 ,0�0,000 from Municipal SraTe id Stre�� Funcis tow�rd the c nstruction of Ford Parkw�y beTwe�n Mis issippi River Blvd. nd Ho ell . � 7. (P.��1 i c Works } � /?�L/�� '�� 3. Resolution � ttiori ing an aare=ment with Oxford Deve�opme. f r iano sai anct eve� t Company QPme!�� for the Wor 1 d Tr�de Centar. ��r,.n�'12��!�� f F E D) a. K e_o lutfon c llina for sale or �eneral pblqgzr�qn Tax Inc. m� rdanas i n the �mou� or > > �. �nt _____ � O ,Z 5 ,000 �ar the Worlci Tr�a� C�. r�,- (F i n�nc?)�� ,��%' G� - J� 5 . Re�olution c lling for sale o�" Gzne*`al Oblig�tion Special Assess- me�t Bonds i the �ar�ximate �mount o-F �1 ,700 ,000 ror Hi� hlanct Vi 1 lage Impr vemen s Projec�. (Financ�: C��IwJ�LT✓�� l.:�t i �� La�1Cep�- prot�z _I - ' y 6. City of Hu-cc in�on s need for Indus�rial Revenue Bond fin ncing and their re uest or a portion or St. Paul 's entitlemenz Jis c:.i�t.SS c 1 i ►� _:�'�-m. i�'�� - �C :=�--��'�5�%` � . ��' �� . _ NOT ON PREPARED A ENDA: � Resolution am nding the Civil Service Rules by inserting e - title Claims anage in Section 3. K, Grade 25 and insertin the . specification in S ction 32. �;n � �� i �J l �r,. . . . C.i'�' 'c:ALL - S=� FN?'H FLOOF: SAINT P��UL, ;�ii. \'cSOT.�I 55I0? - � . �-�� ,..�:�.:�; ._. _._,_. �. -- - .. . �i'�i'�� `�=�� ' fi� ��' ��IVT ��1r.3_:L. �',��j � f'.,�i' 'c--;;= 'i:=j1 0 T'r�, �, � C..-.� ��`t_�-� _ ,'� �:ti! ��1V1�� 1�11�. V�l�:r VOU�C.4/..� . .. •+i`\ +'^_':^��., t1�/ , �i,,,�r.� • �i,/ Q Q-1 `,;. _� �f"� �/ e April 2S , 1985 �;'. "'� - -:,._�;,� • ..,..- � dtYt � � � 1 L � � � � O � T � a = � � t r P� 1 Ci�f Co�,? � ��ii �1 y . • F N O i�� = C�.j';j}� j j i � Q � FINANCE, MANAGEi�IE�7T & PERSONN L � ' C�-i L�( c�-, JAi. ES SCHEIBEL 1 . Approv�l of i nute from Apri 1 18, 1985 , meer i ng- �/�'j7 , � :/i"- - 2- Rcso 1 u*i ort a prop i�t i ng �1 ,000,000 from Mun i c i pa 1 S'LcLc� i d .St�'P�-r Funds toward the c nstruction or Ford Parkw�y berwea� Mis issippi River 81vd. nd H e11 . (Pub1 ic works ) ��' '�?��/��`/ �/_ 3 . Resolution � thori ing an agreement with Oxrorci Developme .t Comp�ny ��f9r lana sal and eve�opment for the Worid T�-ade Cente*-_ (pE�) ��l�G`�'� a- e=_olution c lling for sale of Ceneral Oblig�-cion Tax Inc ement rBonas in the amoun or � !O ,Z �S ,OOO for the World Tra�e Ca �e*- (F i ri�n c e)j,�! .� ,, � . �� 5 . Resolution c lling for sele of Gene*-di OblfgaTion Speciai Assess- ment Boncls i the paroxim�te emount of �1 ,700 ,000 for Hi hland Vi 1 l�ge Impr vecnen s Proje��- (Financ�} ;�;-rc�ii,�.:J-..�rv1 l.�Gt- l - LOf1.Cep� p r0�' cl - ' .�,_' 6. City of Hutc in�on s ne�d for Industrial Revenue Bond Pin ncing ana their re uest or a �ortion or St. Paul 's entitlement. �IJC.(,�$S � l 11�1 �_:�'?'1./Yl. f��i� �= -- �}C i�-�t� ��;\ � � . �V (.,.�� J . NOT ON PREPARED A ENDA: � Resolution ndin the Civil Service Rules by inserting e . title Claims anager in Section 3. K, Grade 25 and insertin the . specificatio in S ction 32. ,� �� V�� r cr+ C:i z' i?ALL • - S • tEi iT'rI FLOOf:. S��INT P��UL,�II 't�ESaT.�155I0? ��la