272453 WHITE - CITV CLERK � 1 nr�^��(1
PINK - FINANCE COUIICII �' �� �1
CANARV - DEPARTMEN T . G I TY O F SA I NT PA LT L ���� � n . �J
BLUE - MAVOR File NO.
CityAttny/Legal • •
cil ol tion
Presented By �
Referred To Committee: Date
Out of Committee By Date
RESOLVED by the Council of the City of Saint Paul, that the Assumption
Agreement between the City, Housing and Redevelopment Authority of the City
of Saint Paul, Minnesota (HRA), Oxford Properties U.S. Ltd., and Oxford
Development Minnesota, Inc., authorizing assignment of property and contract
rights, Parcels A-3, A-4 and 27, Seventh Place Redevelopment Project, Community
Development District 17, to and assumption of contract obligations by Oxford
Development Minnesota, Inc., and representations, covenants and contract
assignment to Toronto-Dominion Bank New York Agency, approved by the HRA Board
on January 24, 1979, and considered at this meeting, are hereby approved as to
terms and for execution by the proper City officers on behalf of the City.
COU[VCILMEN Requested by Department of:
Yeas Nays
Butler Dept. of Planning & Economic Devleopment
,�,�� [n Favor
Hunt �".� � -
Levine � __ Against BY !'
�
Showalter
Tede ,�pp 2 5 �� Form Approved City Atto4 ney
Adopted Council: Date �
C �fied P� • by Coun ' tar� BY �
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Approved vor: Date Approv y ay r for Sub 'ssion to Council
By , gY t��'�
�uB�r�KEO FEB 3 1979
�uv�iivu HtYU 1"SCUtVCLU1'IVItl11 t HU I tiUtii i Y Ur I ht G1 I Y Ut' JAIiV I f'/HUL, Nii�!f��SU I F�
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V. C.
REPORT TO THE CQMMISSIONERS DATE January 19, 1979
R E GA R D I N G �SIGi��ir� OF PROPERTY; REDEVELOPMENT CONTRACT A.�v'D ifASTER DEVEIAPt:�T
AGREEr�1T BY OXFORD PROPERTIES U.S. LTD.
Oaford Properties U.S. Ltd. (QPliS) has requested HRA approval of its proposed assignment of
all property and Contract rights in Parcels A-3 and 27, derived under terms of the Contract
For Sale Of Land For Private Redevelopment, dated August 26, 1977, between the Redeveloper,
City and �A, together with that firm's Contract rights, title and interest in Parcel A-4
under the Master Development Agreement, dated August 11, 1978, between that firm, St. Paul
,Toint Vent.ure a:id Carls�n Com�panies, Iac. ;:o O�:ford D�velo2neiit Minnr-sota, Tn.. (ODrl1) ,
a Alinnesota business corporation.
OD2�:I and Trne Toronto Dominion Bank i�Iew York Agency (Bank) propose to close a construction
loan and mortgage on January 31, 1979 in the amount of $37,000,000.00 to finance construc-
tion of improvements in Parcels A-3, A-4 and 27, designated by the Redevelep er and Lender
as .St. Paul Towr� Square Project (Project) , and in connection therewith, OPITS and OD*iI
propose to mortgage the Project property and assign to the Bank, by way of securitp for
the construction mortgage only, rights under the Master Development Agree�►ent as to ParceZ
�=4, aad the Redevelopment Contract as to Parcels A-3 and 27.
LTr�der terms of the Redevelogment Contract, assignments of the property and Contract interests
prior to conpletion of improvements may be approved by HR.A where, as here, tne consideration
to be paid the Redeveloper for the assignment does not exceed its cost in the Project, and
w��re tne assignnent is by way of security for construction financing.
�taii reco�.,::ends: 1) Board approval of the assi�nnent by OPliS to OD`fI of the property and
�or.�ract and tne furtner assignment by ODMI to Tne Toronto DorLLinion Bznk, subject to
.:.ecut�on of an Assunption Agreement between the City, ERr�., OPL'S and OD:�iI whe�eunder ODuI
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assunes and agrees to perform, and OPUS remains obligated upon, all the Redeveloper's obliga—
tions to the City and HRA under the Redevelopment Contract, 2) authorization of the execution
of the Assumption Agreement by HRA officers, and 3) authorization for the E�ecutive Director
to take all necessary actions and sign such other documents on behalf of HRA as may be
necessary to carry out these transactions.
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. RESOLUTION N0. 79-1/24-
RESOLUTION APPROVING ASSIGI�R�iENTS OF PROPERTY AND DEVELOP-
������� ME��T CONTRACT BY OXFORD PROPERTIES U.S. LTD. , AND EXECUTION
OF ASSZJN�TIO:� AGREE�*fENT WITH OXFORD. DEVELOPMENT.MliNESOTA,-
INC. , AS ASSIG:tEE
, . .. . � �_. . _ y _ _ � .
W33EREAS, the Housing and �RedevelopnentvAuthority of the City-of Saint Paul,
Minnesota (HRA) , Oxford Properties U.S. Ltd. (OPIIS), and City� of Saint Paul entered
into a Contract For Sale Of Land For Private Redevelopment (Contract) dated August 26,
1977 relating to the purchase and redevelopinent of Parcels A-3 and 27, Seventh Place
Redevelcpment Project, Community Development District No. 17; and
�1�'tiERE.�,S, HRA and St. Paul Joint Venture entered into a Contract For Sale Of Land
For Private Redevelopment (Contract) dated November 1, 1977 relating to the purchase
and redevelopment of Parcels A-2 and A-4,, 'Seventh Place Redevelopment Project,
Co�unity Development District No. 17; and
WFiEREAS, OPUS, St. Paul Joint Venture and Carlson Companies, Inc. entered into
a Master Development Agreement dated August 11, �978 relating to assignment of
i.nterest� and redevelopment of s�id Parcel A-4, -,�hich .Sgree.m:.�nt was duly approv�d by
iikA in accordance with the terms of A-2,A-4 Contract; and
::..:::.. M'HEREAS, the parties to the aforesaid Contracts and Agreement closed the prcperty
;����=�=� purchases and entered into performance of their respective obligations thereunder; and
E::�:::� r
kdEREAS, OPUS has requested HRA approval, gursuant to Article V, Section 503,
Part II of tne Contract, to an assignment by OPUS to Oxford Development riinnesota, Inc.
(OI2:II) , os its title to Parcels A-3, A-4 and 27 of the Project, and its Contract and
Agreement rights, and the subsequent assignment by ODMI of the Contracts and Agreement
to Tne Toronto Dominion Bank New York Agency (Bank) as security for financing of the
construction of improvements on Parcels A-3, A-4 and 27 of the ProjPCt; and
►,TriEREAS, there has been submitted to and considered at this meeting an Assumption
Agreeaent between the HRA, City, OPUS and OD*ff whereby OPUS aakes certain representa-
t�ons and agreements, OD�II assumes and agrees to perform the obligations of OPUS to
tne Cit� and HRA under the Contracts and Agreement, and the City and HRA consent to
these transactions and assignments; and .
i+�iIItEAS, it appears upon the representations of OPUS that the assignments and
agre�ents nereinb efore set forth are for the purpose of securing the necessary construc
tion =inancing, are to be accomplished at a consideration to OPUS that does not exceed
its actual cost in the Project, and that a full disclosure of all facts and terms of
these transactions has been made to HRA, and that accordingly, the HRA may approve
the assignments and Assumption Agreenent in accordance with the appropriate Contract
terms.
:;Citi Tti�FFFORE, BE IT RESOLVED by the Housing and F.edevelopment Authorit�• of the
Cit� ci Saint Paul, Minnesota, pursuant to provision of Article V, Section 503, Part
II �c� tne Contract For Sale Of Land For Private Redevelopnent, dated August 26, 1977,
�:iti. G::�ord Pregerties U.S. Ltd. (OPI;S) , and of the Contract Fcr Sale Of Land For
Pr���te �edevelopnent, dated :1ove�er 1, 1977, with St. Paul Joint Venture, an� the
prov_s-�c� of the :.aster Development Abre�ent, dated rlugust 11, 1975, betweez OPliS,
St. _�ui Joint ��enture and Carlson Conpanies, Inc. , tnat the assignmen�s br OPLS ' to
. ' , • � � ►'����,��
_ � �.
O�;ford Develop�ent Piinnesota, Inc. (ODMI) of Parcels A-3, A-4 and 27 in the
Seventh Place Redevelopment Project, and the said Contracts and Agreenent and -
t:ze subsequent mortga�e assignment by ODMI an�� St. Paul Joint Venture to The -
'Poronto-Doninion Bank New York Agency (Bank) of said property, Contracts and -
Agree:nent, are hereby approved. _,
RESOLVED FURTHER that the Assumption Agreement between the HRA, City, OPliS,
and OD:�ff, in substantially the forn on file in the Office of the City Attorney,
is hereby approved and the proper officers are hereby authorized to e�ecute the
same on behalf of HRA, and that the Executive Director is hereby authorized and
directed to take all necessary actions and execute on behalf of HRA aZl docunents
necessary to carry out the purposes of this Resolution, including the representa-
tions contain ed in Schedules M, N and 0 to the Construction Loan Coamitaent Letter
on f ile in the Office of the City Attorney.
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�. _ : -- '- t�EXPLAISATI�N'�OF �ADMINISTRA�NE-�ORDERS, _ .
� ` "°� :.RESOZUTIONS, AND �ORDINANCES:�: . rr����`�
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Date: ,January 2�;.::1979 _ . . � .: ,.: - ;
TO: MAYOR GEORGE ?�ATIMERti I RECENEp� -
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. � : � A N 2 31979
FR: Jim Har� ' _ ' � .
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�: Oxford's �anstruction .���ancing ... . ,. , .,
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AC?'ION RE4UESTED:
Approval Qf''�he enclosed Resolution to the-City Council. Resolution approves
Assumption Agreement and certain re�resentations by the City to the construction
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PU_RPOSE AND RATIONALF FOR THIS ACTION: �
� �. T o secure �e��truction financing of Oxford's St. P�ul Town Square Project, a new
. entity, "O��o7�d Developmen� Minnes;otax Inc," will become the f�e owner, mortgagor
� � and redev�,lo�ier of this Pro.�ect. Under the Redevelopment Contract to which the
, �ity is a, g,a,�tq, approva� of the assignment and assumption of contract redevelopment
ob�.3.gatio�i�:.�i3x assignee.� „
ATTA C?�iNiEN't�:
� Resolutioa � �
HRA Board Report
4