HRA 09-14 Assignment & Assumption Agreement - Market Place & Main � G1TY pF `
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NOPKINS
: September 3Q; 2009 - HRA Report 2009-14
• ASSIGNMENT AND A MPTI A REEMENT - KETPLACE MAI :
SSU ON G MAR & N _
Proposed Action
: Staff recommends adoption of the.following motion:: Move to approve the Assignment
and Assumption Agreement between the Hopkins Housina & Redevelopment Authoritv,
Marketplace Holdings, lnc., and Markefplace Townhomes Holdings, :Inc. '
It is understood that with this action sfaff is authorized to make`'minor changes to #he '
: agreement that do not affect the overall intent.
` Overview _
� In the fall of 2005 a Contract for Private Redeveloprnent between the Hopkins HRA and. � � �
Marketplace and Main, LLC was approved for the redevelopment of �he former Hopkins :
Honda Body Shop and used-car sales lot between 6 Avenue and 8t" Avenue: The
project was later sold to The Beard Group: In May:2009 the contra�t:was amended to =
reflect a two=phase project consisting 53 �apartments and 5500 square feet of retail
space in phase l and 13 townhomes in phase. IL
The �Beard Group is now ready to move ahead on the phase I securing ,
financing through the U,S. Department of Housing & Urban Development. :A `��
• requirement of financing is that the property for phase I be held by a single-pur.pose
entity. Because.the current entity, Marketplace Holdings, Inc. also owns the land for
phase II, the lancl and development rights for phase II must be assigned to a new entity.
,
In order to accomplish this, the HRA must approve the assignment of the land and
rights for development ta the new entity; Marketplace Townhomes Holdings, Inc. All
obligations and responsibilifiies related to phase tl will remain as will all obligations
: associafed with phase I development. '
Primarv lssues to Consider
This action will;facilitate the financing for the phase l.project while not releasing the
redeveloper of; any obligations under the current agreement.
, Suaportina lnformation ' � .
• Assignment nd Ass � n` greement
en erum : _
Direct ofi Planning & Development
Financial `Impact: $ 0 ° Budgeted: Y/N : Source: `
Related Documents (CIP, ERP, etc.):
• , Notes: .
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� ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made and entered into this
day of , 2009, by the Housing and Redevelopment Authority In and For the City of
Hopkins, Minnesota, a public body politic and corporate under the laws of the State of
Minnesota (the "Authority"), Marketplace Holdings, Inc., a Minnesota corporation (the
"Assignor") and Marketplace Townhomes Holdings, LLC, a Minnesota limited liability
company (the "Assignee").
WITNESSETH
WHEREAS, the Assignor and the Authority entered into a First Amended and Restated
Contract for Private Redevelopment dated as of May 5, 2009, (the "Agreement"), providing for
the redevelopment by Assignor of certain real property located within the City of Hopkins,
Minnesota (the "Redevelopment Property"), which Agreement is incorporated herein and made a
part hereof by reference; and
WHEREAS, the Agreement provides that the Assignor will develop the improvements to
� be constructed on the Redevelopment Property in two phases, Phase I consisting of 53
apartments and 5,500 square feet of retail/commercial space, and Phase II anticipated to consist
of approximately 13 townhouses; and
• WHEREAS, the Agreement contemplates that Phase II will be developed in two phases,
Phase IIA consisting of 7 townhouses, and Phase IIB consisting of 6 townhouses; and
WHEREAS, the Assignor has not prepared and the Authority and City of Hopkins have
not approved plans for the development of Phase II;
WHEREAS, the Assignor is in the process of securing financing for the construction of
Phase I and the Assignor's lender has required that, as a condition to making a construction loan
for Phase I, Assignor transfer its interest in that portion of the Redevelopment Property on which
Phase II will be constructed to a separate entity; and
WHEREAS, the Agreement requires the Authority's approval of any transfer of any
portion of the Redevelopment Property on which a Phase is to be built prior to the completion of
construction of the Ph�se; and
WHEREAS, the Assignor desires to transfer to Assignee the portion of the
Redevelopment Property on which Phase II will be built ("Parcel II") and to assign to Assignee
its rights and obligations under the Agreement as it relates to Parcel II; and
WHEREAS, the Authority is willing to permit the transfer of Parcel II and assignment of
the provisions of the Agreement relating to Parcel II but only on the terms and conditions
contained in this Assignment and Assumption Agreement.
� NOW, THEREFORE, the parties hereto do hereby agree as follows:
�t
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Section 1. All capitalized terms contained herein that are not defined in this `'�,�r�'
Assignment and Assumption Agreement shall have the meanings of such terms as defined in the
Agreement.
Section 2. Assignor hereby assigns to Assignee all of Assignor's right, title and
interest in and to the Agreement as it relates to Parcel II. Assignee agrees to assume and perform
all of Assignee's obligations and responsibilities under the Agreement relating to Parcel II. Such
assignment and assumption shall only be effective if and when Assignor conveys Parcel II to
Assignee, notice of which shall be promptly furnished to the Authority. The Assignor and
Assignee agree that they will be jointly and severally liable with respect to the repayment of the
Authority Loan and agree to execute such documents as are reasonably required to effectuate that
agreement.
Section 3. Assignor shall remain liable for all of the Redeveloper's obligations under
the Agreement relating to Phase I. The Note to be issued pursuant to the Agreement for Phase I
shall be issued to the Assignor and the Assignee shall have no rights with respect to the Note.
Section 4. The Authorit hereby consents to the conveyance of Parcel II to Assignee
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and to the assignment of the Agreement as it relates to Parcel II to Assignee.
Section 5. All of the other terms and provisions of the Agreement shall remain in full
force and effect. ,;.�;
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� IN WITNESS WHEREOF, the parties have executed this Agreement on or as of the date
first above written.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF HOPHINS
By
Its Chairman
By
Its Fxecutive Director
M�tKFTPLACE HOLDINGS, INC.
By
Its
By
Its
M�tKF.TPLACE TOWNHOMES
HOLDINGS, LLC
• By
Its
By
Its
STATE OF MII�TNESOTA)
)ss.
COLTNTY OF Hennepin )
The foregoing instrument was acknowledged before me this day of oct. , 2009,
by Eugene J. Maxwell and Richard Getschow ,the Chairman
and Exec . Director of the I-�ousing and Redevelopment Authority In and For the City of
Hopkins, a public body politic and corporate, on behalf of the Authority.
Notary Public
•
k
�
STATE OF MINNESOTA) �,.:
' )ss.
� COiJNTY OF )
�
The foregoing instrument was acknowledged before me this day of , 2009,
� by and , the
i and of Marketplace Holding, Inc., a Minnesota corporation, on behalf of the
i corporation.
Notary Public
STATE OF MINNESOTA)
)
ss.
COUNTY OF ) �
�
The foregoing instrument was acknowledged before me this day of , 2009,
by and ,
the and
of Market lace Townhomes Holdin s LLC a Minnesota limited liabilit
P g� , Y
company, on behalf of the company.
This document was drafted by: ;;;;
BRADLEY & DEIKE, P. A.
4018 West 65 Street, Suite 100
Edina, MN 55435
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