87-1739 WHITE - CITV ClE K
PINK - FINANG�E G I TY OF SA I N PAIT L Council �` 73
CANARV - DEPARTM NT f
BLV6 � -�A;SR . FI1C N
Coun�il Res lution
�a
Presented By '
Referr d To ommiLtEe: Date
Out of Committee By Date
RESOI�UTION OF THE CITY OF AINT PAUL AUiHORIZING
THE EXECUTION OF CERTAIN D CUMENTS IN CONNECTION
WTTH THE RIVERFRONT REDEVE OPMENT PROJECT
WHEREaS, pursuant to Minnesota tatutes, Section 469 .124
th ough 469.134 , as amended (the "Ac " ) The City of Saint Paul,
Mi nesota (the "City" ) has, acting j intly with The Housing
an Redevelopment Authority of the ity of Saint Paul, Minnesota
(t e "Authority" ) , undertaken the R'verfront Redevelopment Project
(t e "Project" ) and has adopted a D velopment Program therefor
(t e "Development Program" ) ;
WHEREAS, the purposes of the P oject and Development Program
a e (a) -to develop or redevelop sit s, lands or areas within
t e City which are already built up which qualify as a redevelopment
d strict under Minnesota Statutes, ection 469 .174 , Subdivision
1 ; and (b) to undertake and financ these actions as one project
u ilizing tax increment financing;
WHEREAS, the City has, acting jointly with the Authority,
p rsuant to the Development Progra and the provisions of Minnesota
atutes, Sec�ions 469 .174 to 469. 79 , as amended (�he "Tax
crement Act" ) created a tax incr ment f?nancing dis'erict within
he area comprising -the Project (t e "Tax Increment District" )
nc'a has adopted a tax increment fi ancing plan therefore (the
Tax Increment Plan" ) ;
CO NCILMEN
Requested by Department of:
Yeas Nays Planning and conomic Dev o ent
[n Favor
Against BY -
Form Approved by City tt y
Adopted by Council: Date
Certifie Passed by Council Secretary BY
By
A►pprov by Mavor: Date Approve b Mayor for Subm' ion o Cbuncil
By BY
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WHEREAS, the Tax Increment Plan authorizes certain
expenditures to finance certain public redevelopment costs
within the Project area, includ ' ng but not limited to, land
acquisition, relocation, site p eparation, demolition,
utilities, construction of a pa king ramp and other public
improvements (collectively, the "Public Redevelopment Costs" )
and the issuance of tax increme t bonds to finance the same;
NOW THEREFORE BE IT RESOL ED by the City Council of the
City of Saint Paul , Minnesota, as follows:
1. The following documen s ( including the exhibits
referred to therein) have been submitted to the City for
approval:
a. A Joint Powers A reement dated as of
December l, 1987 between he Authority and the
City pursuant to which, a ong other things, they
jointly agree to establis the Project and Tax
Increment District; and
b. An Inter-Agency greement dated as of
December l, 1987 between the Authority and the
City pursuant to which t e Authority agrees to
reimburse the City for a y sums paid by the City
in connection with the B nds.
c. A form of Lease Agreement between the
Authority and the City p r. suant to which a parking
ramp to be constructed w th a portion of the
proceeds of the Bonds wi 1 be leased to the City
(the "Lease" ) ;
d. a form of Suble se Agreement between the
Authority, the City and obert/Fillmore Parking
Limited Partnership purs ant to which
Robert/Fillmore Parking imited Partnership will
operate and maintain the parking ramp (the
"Sublease" ) .
2. i'he Lease, Sublease, Joint Powers Agreement and
Inter-Agency Agreement (coll ctively, the "Agreements" ) , in
the forms submitted to the C ' ty at this meeting, are hereby
approved. Such of the Agree ents as require the execution of
the City are hereby authoriz d and directed to be executed and
delivered in the name of ancl on behalf of the City by its
Mayor , Clerk, Director , Depa tment of Finance and Management
Services and Treasurer . Cop ' es of all the documents necessary
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for the consummation of the tran actions described herein and
in the Agreements shall be deliv red, filed and recorded as
provided herein and in the Agreem nts.
3 . The form and terms of th Agreements may be varied
rior to execution and delivery b the parties thereto,
rovided that any such variance s all not be, in the opinion
f counsel to the City, materiall adverse to the interests of
he City. The execution and deliv ey of the Agreements shall
e conclusive evidence of the dete mination that any such
ariance was not materially advers to the interests of the
ity.
4 . The performance of all cov nants and agreements of
t e City contained in the Lease, Su lease, Joint Powers
A reement, and Inter-Agency Agreeme t and this Resolution are
a thorized by the Act, the Tax Incr ment Act and this
R olution.
5. A11 actions of the members, employees and staff of
th City here�ofore taken in further nce of the Project and
th Tax Increment District are hereb approved, ratified and
co firmed.
6 . The Mayor and City Clerk an other officers of the
Cit are authorized and directed to p epare and furnish
cer ified copies of a].l proceedings a d records of the City
rel ting to the Agreements and such o her affidavits and
cer ificates as may be required to sh w the facts relating to
the egality of the Agreements as suc facts appear from the
book and records in said officers ' c stody and control or as
othe wise known to them; and all such ertified copies,
cert ficates and affidavits, including any heretofore
furn shed, shall constitute representa ions of the City as to
the uth of all statements made by th City and contained
there 'n.
If any provision of this Resol tion shall be held or
deeme � to be or shall, in fact, be inop rative or
unenf rceable as applied in any particu ar r_ase in anv
juris ' ction or jurisdictions or in all jurisdictions+ or in
all ca es because it conflicts with any rovisions of any
consti ution or statute or rule or publi policy, or for any
other eason, such circumstances shall n t have the effect of
render ng the provision in question inop rative or
unenfo ceable in any other case or circu stance, or of
renderi g any other provision or provisi ns herein contained
invalid inoperative or unenforceable to any extent whatsoever
WHITE - CIT CLERK
PWK - FIN NCE GITY OF SA NT PAUL Council �.jFl 3
CANARV - DE ARTMENT -
BLI,hE�� .- OR File N O. �
� Council R solution
Presented y
R erred To Committee: Date
0 of Committee By Date
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8 . No provision, covenant n r agreement contained in
t is Resolution shall give rise to or impose upon the City or
t e Authority or any of its office s, employees or agents any
p cuniary liability.
9 . In the event any of the fficers of the City authorized
t execute documents on behalf of he City under this resolution
s all for any reason be unable to o so, any member of the City,
o any other officer of the City, ' s hereby directed and authorized
t do so on behalf of the City, wi h the same effect as if executed
b the officer authorized to do so in this resolution.
10 . Pursuant to Minnesota S� tutes, Section 469.132, the
C' ty Council hereby designates the Saint Paul Downtown Riverfront
C mmission as the advisory board f r the Project. The Saint
P ul Downtown Riverfront Commissio shall advise the City Council
a d the administrator of the Proje t on the planning, construction
a d implementation of the Developm nt Program and maintenance
the Project after the Developme t Program has been completed.
11. This Resolution shall ta e effect immediately.
CO NCILMEN Requested by Department of:
Yea Nays
Ni sia � tn Favor Plannin and conomi De elo ment
Re
Sc ibel � By
So en Against
tive' a
DEC — 3 �� Form Approved by City Attoti ey
Adopted b Council: Date
Certified a,s ouncil Sec BY �y
By
A►pprov d y 1�lavor: Date � [107 App ved by Mayor or b issi o Council
By
p�,�p D E C 19 1987
�� �ryN6��s618
E DEPARTME _ ._
` Ri ck. ees.on CONTACT . '�
228- 11 ' PHONE ,
11/ /87 DATE . , ��� ��
ASSIGN WU ER FOR ROUTING ORDER Cli All Location for Si nature : �
part nt Director 3 Director of Management/Mayor
Financ and Management Services Director � � City Clerk
Budget Director � City Council
�ity A torney ,
WHAT WILL E ACHIEVED BY TAKING ACTION ON THE ATTA HED MATERIALS? (Purpose/
Rationale) :
The Cit will be authorized to execute various oc,uments associated with the Riverfront Tax
Increme t Revenue Borid sale includi'ng a Lease A reement, Joint Powers Agreement
and In r-Agency Agreement. The HRA wi'l1 6e co sidering approval of bond sale in amount ;
of app xi'mately $24 milli'on, pri'or .to Ci�ty Cou cil action,
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COST BENE IT BUDGETARY AND PERSONNEL IMPACTS ANT CIPATEO: �� �
C�
NA � .
FINANCIN SOURCE AND BUDGET ACTIVITY NUMBER CHARG D OR CREDITED: (Mayor's signa- �/
ture not re- �
Total ount of�Transaction: quired if unde
Fundi Source: . Np $10, 0� _
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Activ y Number: • 6� �
` � V
T H ' �
AT AC ME S L�st and Number All Attach s :
1 ) C ty Council REsolution b� �
2) L ase Agreement • � Q
3) J int Powers A reemen �� �
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DEPARTME T REVIEW CITY ATTORNEY REYIEW
x Yes No Council Resolution Required? ` Resolution Required? ' Yes No
Yes No Insurance Required? Insurance Sufficient? �es No
�Yes No Insurance Attached: '
(SEE •REVERSE SIDE FOR STRUCTIONS)
Revised 2/84
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28�� 11/19/87
LEASE AG EEMENT
betw en
THE HOUSING AND REDE ELOPMENT AUTHORITY
OF THE CITY OF SAI T PAUL, MINNESOTA
as Le sor
and the
CITY OF SAINT AUL, MINNESOTA
as L ssee
Dated as of , 1987
,
This instrument was drafted by:
Briggs and Morgan
2200 First National Bank Bldg.
St. Paul, Minnesota 55101
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TABLE OF ONTENTS
This table is not a part of the Lease Agreement
but is included for convenience only.
PARTIES 1
RECITALS 1
ARTICLE ONE - Definitions, Exhibits and Rules of
Interpretation 2
Section 1. 1. Definitions 2
Section 1. 2. Exhibits 13
Section 1. 3 . Rules of In erpretation 13
ARTICLE TWO - Representations, Covenants and
Warranties 16
Section 2. 1. Representations, Covenants and
Warranties f the CITY 16
Section 2. 1. Representations, Covenants and
Warranties f the AUTHORITY 16
ARTICLE THREE - Construction an Financing of
Parking Ramp , lg
Section 3 .1. Condition P ecedent lg
Section 3. 2. Constructio of Parking Ramp 18
Section 3 .3 . Financing; imitations of AUTHORITY's
Financial C mmittment lg
Section 3 .4. Builder ' s R'sk 19
ARTICLE FOUR - Lease and Operat 'on of Premises 2p
Section 4 . 1. Lease of Pr mises; Title and
Condition 20
Section 4 . 2. Operation o Premises 20
Section 4. 3 . Possession, Use and Enjoyment 2p
Section 4 . 4. AUTHORITY A cess 20
ARTICLE FIVE - Lease Term; Term'nation 21
Section 5. 1. Lease Term 21
Section 5.2. Appropriati n or Non-appropriation
for Rent 22
Section 5. 3 . Nonsubstitu ion 23
ARTICLE SIX - Rent 24
Section 6. 1. Amount 24
Section 6. 2. Actual Rent; Contingent;
AUTHORITY C rtification 24
Section 6. 3 . Adjusted Re t; Additional Rent;
Excess Rent; Maximum Amount 25
Section 6.4. CITY Obliga ion to make Rent
Payments 26
Section 6.5. Agreement t at Rent is Fair and
Reasonable 2�
Section 6.6. Current Exp nse 27
ARTICLE SEVEN - Insurance and I demnification;
Damage and Dest uction; Condemnation 28
Section 7. 1. Liability I surance 28
Section 7.2. Property In urance 28
Section 7. 3 . Worker 's Co pensation Insurance 28
Section 7.4. Requirement For All Insurance 28
Section 7.5. Indemnifica ion 29
Section 7. 6. Damage to o Destruction of the
Premises 29
Section 7. 7. Condemnatio 29
ARTICLE EIGHT - Other Obligatio s of Lessee 32
Section 8. 1. Use; Permit 32
Section 8. 2. Maintenance of Project by the CITY 32
Section 8. 3 . Taxes, Othe Governmental Charges
and UtilitylCharges 32
Section 8.4. Advances 33
ARTICLE NINE - Title 34
Section 9. 1. Title 34
Section 9. 2. Liens 34
Section 9.3 . Installatio of the City's or
Operator 's quipment 34
Section 9.4. Modificatio of Premises 35
ARTICLE TEN - Parking Ramp Warr nties 36
Section 10. 1. Contractor ' Warranties 36
Section 10. 2. Disclaimer f Warranties 36
ARTICLE ELEVEN - Assignment, Su�leasing, Mortgaging
and Selling 3�
Section 11. 1. Assignment y the AUTHORITY 37
Section 11. 2. Assignment nd Subleasing by the CITY 37
Section 11. 3 . Restriction on Mortgage or Sale
of Premises by the CITY 37
Section 11.4. Mortgage by AUTHORITY 37
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ARTICLE TWELVE - Events of Defau t and Remedies 38
Section 12. 1. Events of De ault Defined 38
Section 12. 2. Remedies on efault 39
Section 12. 3 . Return of Pr mises 40
Section 12.4. No Remedy Ex lusive 40
Section 12.5. Agreement to Pay Attorneys ' Fees
and Expenses 40
ARTICLE THIRTEEN - Ground Lease; Merger 41
Section 13. 1 Recognition f and Compliance with
Ground Lease 41
Section 13 . 2 No Merger 41
ARTICLE FOURTEEN - Administrativ Provisions 42
Section 14. 1. Notices 42
Section 14. 2. Binding Effe t 42
Section 14 . 3 Severability 42
Section 14.4 Amendments,�hangess and
Modificatio s 42
Section 14.5 Captions I 43
Section 14 . 6 Further Ass rances and Corrective
Instruments 43
Section 14. 7 Execution i Counterparts 43
Section 14. 8 Applicable aw 43
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THIS AGREEMENT, dated as of , 1987, by and
between The Housing and Redevelo ment Authority of the City of
Saint Paul, Minnesota, a public ody corporate and politic, as
lessor (hereinafter called the A THORITY) , and the City of
Saint Paul, a municipal corporat 'on of the State of Minnesota,
as lessee (hereinafter called th CITY) ;
W I T N E S S E T H:
WHEREAS:
1. The AUTHORITY and he CITY have established,
pursuant to the Act and the Join Powers Agreement (these
terms and any other capitalized erms used herein are defined
in Section 1-1 hereof) , the Rede elopment Project Area and the
Tax Increment District, and have approved and adopted the
Redevelopment Plan and Tax Incre ent Financing Plan therefor;
2. The AUTHORITY is a thorized by the Act to issue
tax increment revenue bonds to f 'nance, in whole or in part,
certain public redevelopment cos s within the Redevelopment
Project Area as set forth in the Tax Increment Financing Plan,
one of which will be a Parking R mp in order to achieve the
public purposes expressed in the Act; and
3 . In order to achiev the objectives of the
Redevelopment Plan, the AUTHORIT is prepared to provide
substantial aid and assistance t rough the issuance of tax
increment revenue bonds to fina e a portion of the public
redevelopment costs set forth i the Tax Increment Financing
Plan; and
4. To facilitate the issuance of and provide
security for the tax increment evenue bonds, the CITY is
willing to lease from the AUTHO ITY the land and improvements
constituting the Parking Ramp a d to pay Rent in an amount
sufficient to make certain debt service payments on the tax
increment revenue bonds to the xtent tax increments and other
identified revenues are insuffi ient in the manner and under
the conditions hereinafter set orth.
5. The CITY has dete mined that entering into this
Lease constitutes a public purp se and that any Rent due under
this Lease will be consistent w th and proportionate to the
public purposes to be achieved s a result of the Lease and
implementation of the Redevelop ent Plan.
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NOW THEREFORE, in the j int and mutual exercise of
heir powers, and in consideratio of the mutual covenants
erein contained, the parties her to recite and agree as
ollows:
ARTICLE ONE
DEFINITIONS, EXHIBITS AND ULES OF INTERPRETATION
Section 1. 1 Definition . In this Lease, the
following terms have the followin meanings unless the context
hereof clearly requires otherwise. Capitalized terms in this
Lease that are not defined in thi Lease shall have the
eaning as set forth in the Inden ure unless specifically
stated otherwise.
Act: collectively, Minnesot Statutes, Sections 469 . 001
through 469. 047 (formerly, Minnes ta Statutes, Chapter 462) ,
Minnesota Statutes, Sections 469. 124 through 469. 134
(formerly, Minnesota Statutes, Ch pter 472A) , and Minnesota
Statutes, Sections 469. 174 throug 469. 179 (formerly, the
Minnesota Tax Increment Financing Act) , as amended;
Act of Bankruptcy: the filing of a petition in
bankruptcy under the Bankruptcy ode by or against the
AUTHORITY or the CITY, or the in titution by or against the
AUTHORITY or the CITY of any ins lvency or similar proceeding,
in the United States Bankruptcy ourt embracing Ramsey County �
or any other court which has jur ' sdiction over the matter;
Actual Rent: The rent paym nts to be paid by the CITY to
the AUTHORITY under Section 6. 2,�paragraph A of this Lease.
Additional Rent: The rent ayments that the City is
required to pay, if any, under S ction 6. 3 of this Lease.
Adjusted Rent: The rent paI�ments required to be paid by
the CITY to the AUTHORITY under 3ection 6. 3 of this Lease.
Amortized Annual Debt Servi e: any year, the maximum
annual principal (after taking i to account any mandatory
sinking redemption schedule) and interest to become due in any
calendar year, determined in acc rdance with the provisions of
Section 1-3 , paragraphs J and K;
AUTHORITY: The Housing and Redevelopment Authority of
the City of Saint Paul, Minnesot as lessor under this Lease;
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AUTHORITY Authorizin Resolu ion: Resolution No.
dopted by the governing body of he AUTHORITY on ,
987, and any permitted and duly dopted amendment thereto,
hich resolution authorizes the e ecution and delivery of this
ease by officers of the AUTHORIT and provides for the
ayment of AUTHORITY' s obligation hereunder, and which is
hereby incorporated herein by ref rence.
Bank: The Fuji Bank, Limite , a banking corporation
organized under the laws of Japan, acting through its Chicago
Bank, or any successor entity whi h may, from time to time, be
the provider of a Replacement Cre it.
Bank Notes: collectively, the promissory notes executed
by the AUTHORITY pursuant to the redit Agreement and the
Indenture;
Bankruptcy Code: the Unite States Bankruptcy Reform Act
of 1978, as amended, or any simi ar or succeeding federal
bankruptcy act; I
Bond Closing: the date on �hich there is delivery of and
payment for the Bonds;
Bond Counsel: the firm of riggs and Morgan, Pro-
fessional Association, of Saint aul and Minneapolis,
Minnesota, or any other firm of ationally recognized bond
counsel selected by the Phase I rustee and acceptable to the
AUTHORITY;
Bond Document: the Indentu�e or any other bond
resolution or indenture of trust � under which any Phase I
Covered Obligations are issued ar�d secured;
Bond Maturity Date: the da e on which any of the
principal of and interest on the Bonds is due whether at
maturity, a scheduled interest p yment date, or upon
redemption or otherwise as set f rth in the Indenture;
Bonds: collectively, the S ries A Bonds and the Series B
Bonds;
Business Day: any day excl sive of Saturday, Sunday or a
legal holiday or a day on which anking institutions are
authorized by law or executive o der to close in Chicago,
Illinois or in the CITY where th principal corporate trust
office of the Phase I Trustee or the Paying Agent is located;
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Captured Assessed Value: for any calendar year, the
ifference between the original a sessed value of all taxable
eal property in the Tax Incremen District and the current
ssessed value of such property, 11 as determined in
ccordance with the Tax Increment Act;
CITY: the City of Saint Pau , Minnesota acting as lessee
nder this Lease;
CITY Authorizing Resolution: Resolution No. adopted
y the governing body of the CITY on , 1987, and any
ermitted and duly adopted amendm nt thereto, which resolution
uthorizes the execution and deli ery of this Lease by
fficers of the CITY and provides for the payment of CITY' s
bligations hereunder, and which s hereby incorporated herein
y reference;
Collection Percentage: nine y-five percent (95g) ;
Commitment: a binding commi ment by a bank, a surety,
insurance company or other financ ' al institution generally
regarded as responsible, which Co mitment ( i) provides
financing sufficient to pay or pu chase, as the case may be,
Committed Temporary Bonds when du or required to be
purchased, (ii) provides for eith r (x) repayment of amounts
drawn thereunder or (y) purchase of the Committed Temporary
Bonds in satisfaction of said am unts, or a combination
thereof, and (iii�) is filed with the Trustee, together with an
opinion of Independent Counsel s ating in effect that the
Commitment is binding and enforc�able in accordance with its
terms, subject to such customary exceptions relating to
bankruptcy laws, insolvency lawsland other similar laws
affecting creditors' rights gene�ally as such Independent
Counsel deems necessary;
Committed Temporary Bonds: any Temporary Bonds (for
purposes of this definition "Tem orary Bonds" shall have the
meaning as used in the Indenture supported by a Commitment;
Completion Certificate: th certificate provided to the
CITY by the AUTHORITY on the Com letion Date certifying that
the Parking Ramp is substantiall complete in accordance with
the Plans and Specifications;
Completion Date: the date he Parking Ramp is
substantially complete as certif ' ed to the CITY by the
AUTHORITY;
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Construction Contract: any onstruction contract entered
nto by and between the AUTHORITY and a private contractor
roviding for the acquisition, co struction or installation of
he Parking Ramp or any part ther of, and any duly authorized
nd executed amendment or change rder thereto or subcontract
hereunder;
Construction Fund: the fund so designated in the
ndenture, to which the proceeds f the Bonds, except for any
ccrued interest and capitalized 'nterest and capitalized
eserve are appropriated;
Contingent Rent: The maximu amount of Rent that the
ity could potentially be require to pay under this Lease for
ny Fiscal Year as certified by t e AUTHORITY to the CITY
nder Section 6. 2, paragraph B.
Contractor : Any person or e tity (other than the
UTHORITY or CITY) entering into Construction Contract or
ubcontract;
County: the County of Ramse ;
Credit: collectively, the T x Exempt Letter of Credit,
he Taxable Letter of Credit, and any Replacement Credit;
Credit Agreement: the agree ent of even date herewith by
nd between the AUTHORITY and Fuj , pursuant to which Fuji
' ssues the Initial Credit and any amendments and supplements
hereto;
Credit Obligations: shall h ve the meaning as set forth
'n the Indenture;
Development Agreement: mean the agreement dated
, 1987 between the AU HORITY and JLT, GROUP, INC. ,
Minnesota business corporation or any assignee of JLT as
ay be allowed in the Development Agreement) under which the
UTHORITY obligates itself to con truct the Parking Ramp which
greement is attached as Exhibit ;
Event of Default: any of th events set forth in Section
12. 1 hereof;
Excess Rent: excess payment of Rent as provided in
Section 6. 3;
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Final Payment Date: the Mat rity Date or Phase I
ischarge Date on which all Phase I Covered Permanent
bligations either mature, are to be redeemed or are
ischarged whichever is earlier all pursuant to the Bond
ocument;
Fiscal Year: shall be the calendar year;
Five Year Com uted Tax Incre ent Avera e: with respect
o any calendar year, the lesser of the average Mill Rate for
he immediate preceding five (5) alendar years or the then-
urrent Mill Rate multiplied by t e most recent Captured
ssesed Value certified by the Ra sey County Auditor,
ultiplied by the Collection Perc ntage;
Fu7i: The Fuji Bank, Limite , a banking corporation
rganized under the Laws of Japan, acting through its Chicago
ranch;
General Contractor: a contr ctor with which the
UTHORITY, JLT, or both will cont act for construction of the
arking Ramp according to the Pla s and Specifications which
ontractor will have primary resp nsibility for construction
f the Parking Ramp.
Ground Lease: the lease to e entered into by JLT as
essor and the AUTHORITY as lesse pursuant to which JLT
eases the Land to the AUTHORITY;
Indenture: the indenture of trust dated , 1987
or the Bonds by and between the UTHORITY and the First Trust
ompany, Inc. , as the same may fr m time to time be amended or
upplemented as therein provided;
Independent Counsel: any at orney designated by the
hase I Trustee, duly admitted to practice law before the
ighest court of any state, who m y be counsel to the
UTHORITY but who may not be an o ficer or a full time
mployee of the AUTHORITY or the ITY;
Initial Credit: the Tax Exe pt Letter of Credit and the
axable Letter of Credit issued b Fuji;
JLT: JLT, Group, Inc. , the eveloper under the
evelopment Agreement;
Joint Powers Aareement: the agreement dated ,
987, entered into by and between the AUTHORITY and the CITY
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ursuant to which they, among othe things, jointly covenant
o establish the Redevelopment Pro 'ect Area and Tax Increment
istrict and adopt the Redevelopme t Plan and Tax Increment
inancing Plan;
Land: the real property desc ibed in the attached
xhibit A on which the Parking Ram is to be constructed but
ot including the Parking Ramp.
Lease: this Lease dated , 1987, pursuant to
hich the AUTHORITY leases the Pre ises to the CITY;
Lease Term: the period as set forth in Section 5 during
hich this Lease is to be in effect.
Mail: first class mail;
Mill Rate: the combined mill rate established under
innesota law at which ad valorem real estate taxes are levied
y all taxing authorities with re pect to the Tax Increment
istrict;
Mortgage: the Mortgage, Assignment of Rents and Leases,
ecurity Agreement and Fixture Fi ancing Statement dated
, 1987 from the AUTHOR TY, as mortgagor, to the
hase I Trustee, as mortgagee, pu suant to which the Premises
re mortgaged, as the same may fr m time to time be amended or
upplemented as provided therein;
Mortgaged Property: the Pre ises and all properties,
eal, personal or mixed, describe in the Granting Clauses of
he Mortgage, as they may at any ime exist;
Net Proceeds: any insurance proceeds or condemnation
ward paid with respect to the Pr mises that remain after
ayment therefrom of all expenses incurred in the collection
hereof;
Non-appropriation: the fail re of the CITY to
ppropriate for Rent due for an e suing fiscal year as set
orth in Section 5. 2.
Operating Agreement: the ag eernent (which may be a
ublease) entered into by the CIT , the AUTHORITY, and another
erson or entity pursuant to whic the Operator operates the
arking Ramp;
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Operator : JLT or any other p rson or entity acceptable
t the AUTHORITY that is the Opera or under the Operating
A reement; I
Original Assessed Value: thelassessed value of all
xable real property within the T x Increment District as
irst certified by the commissione of revenue as of the date
f the AUTHORITY' s request for cer ification by the County
uditor, together with all adjustm nts thereto required by the
ct; I
Parking Ramp: the improveme Its to the Land including the
uildings, fixtures, equipment, a d personal property all of
hich are to constitute a public arking facility to be
onstructed by the AUTHORITY with'n the Redevelopment Project
rea; �
Permanent Bonds: any obliga ions of the AUTHORITY that
re not Temporary Bonds and are i sued to refund or refinance
emporary Bonds;
Permanent Phase I Refundin onds: any Permanent Bonds
of the AUTHORITY issued to refund or refinance the Bonds or
any Temporary Phase I Refunding B nds;
Permitted Encumbrances: an encumbrances permitted under
the Mortgage; .
Petition in Bankruptcy: an petition filed to initiate a
proceeding under the Bankruptcy ode in which the AUTHORITY or
the CITY is the debtor, whether uch petition is filed by or
against the AUTHORITY or the CIT , or any other commencement
of a proceeding under any other pplicable law concerning
insolvency, reorganization or ba kruptcy as now or hereafter
in effect; I
Phase I Covered Obli ations Dischar e Date: the date on
which all Phase I Covered Obliga ions are discharged under the
Bond Document;
Phase I Covered Obli ation : Bonds, Temporary Phase I
Refunding Bonds, and Permanent hase I Refunding Bonds.
Phase I Permanent Covered bli ations: Phase I Covered
Obligations which are not Tempo ary Bonds;
Phase I Project: the Publ$c Improvements and Private
Improvements; I
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Phase I Reserve Fund: the fu d, if any, so designated by
he Indenture and any other debt s rvice reserve fund
stablished to secure payment of t e Phase I Covered
bligations pursuant to a Bond Doc ment;
Phase I Reserve Requirement: the minimum reserve fund
equirement, if any, established fbr a Phase I Reserve Fund
nder a Bond Document;
Phase I Tem orar Covered Obli ations: Phase I Covered
bligations which are Temporary Bo ds;
Phase I Trustee: First Trust Company, Inc. , in St. Paul,
innesota, and any co-Trustee or s ccessor Phase I Trustee
ppointed, qualified and then acti g as such under the
rovisions of this Indenture or an trustee acting on behalf
f the holders of Phase I Covered bligations under a Bond
ocument;
Plans and Specifications: th plans and specifications
or the Parking Ramp to be prepare by the AUTHORITY and
pproved by the CITY.
Premises: the Land, the Parking Ramp and any alteration,
hange, modification or addition made to any of the foregoing
uring the Lease Term, whether by the AUTHORITY or the CITY.
Private Improvements: certai improvements and
ctivities within the Redevelopment Project Area described in
he Indenture and financed by the Series B Bonds;
Projected Rate: the projecte yield at par of an
bligation, as set forth in the re ort of a Rate Setter, which
eport is acceptable to the Truste as to form and shall state
hat in determining the Projected ate such Rate Setter
eviewed the yield evaluations at ar of not less than five
bligations selected by such Rate Setter, which obligations
uch Rate Setter states in its opi ion are reasonable
omparators to be utilized in developing such Projected Rate
nd which obligations: (i) were outstanding on a date selected
y the Rate Setter which date so s lected occurred during the
5-day period preceding the date of the calculation utilizing
he Projected Rate in question, ( ii) to the extent
racticable, are obligations havin a credit quality similar
o that of the obligation with res ect to which such Projected
ate is being determined, and ( iii) to the extent practicable,
ave a remaining term and amortization schedule substantially
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t e same as the obligation with re pect to which such
P ojected Rate is being determined The Projected Rate shall
a fixed rate unless the Rate Se ter determines that
riable rate obligations are more consistent with the type
f comparators which could be issu d under applicable market
onditions than fixed rate obligat ' ons. If the Projected Rate
' s a variable rate, then for purpo es of calculating Amortized
nnual Debt Service the provisions of Section 1-3 , paragraph J
hall apply.
Public Improvements: certai improvements and activities
ithin the Redevelopment Project rea described in the
ndenture and financed by the Ser 'es A Bonds;
Rate Setter: Piper, Jaffray & Hopwood Incorporated or
nother investment banking firm o other person knowledgeable
bout the market for comparators equired to establish the
rojected Rate and nationally rec gnized as experienced in
stablishing rates similar to the Projected Rate;
Redevelopment Plan: the Red velopment Plan for the
edevelopment Project Area approv d by the AUTHORITY and the
ITY pursuant to Minnesota Statut s, Sections 469. 001 through
469.047, and Minnesota Statutes, ections 469. 124 through
469. 134, respectively, as the sam may be amended from time to
time;
Redevelo ment Pro-iect Area: the Riverfront Redevelopment
Project Area established by the THORITY and the CITY
pursuant to the Joint Powers Agr ement, Minnesota Statutes,
Sections 469.001 through 469. 047, and Minnesota Statutes,
Sections 469. 124 through 469. 134 , respectively, the legal
description of which is set fort in the Indenture, as the
same may be amended from time to time;
Related Documents: the Cre it, the Credit Agreement, the
Development Agreement, the Inden ure, the Joint Powers
Agreement, the Mortgage, and the � Operating Agreement;
Rent: Actual Rent and Adju ted Rent;
Re lacement Credit: a lett r of credit provided by the
AUTHORITY pursuant to the Indent re to replace or supplement a
prior Credit;
Series A Bonds: the tax-exlmpt temporary tax increment
' revenue bonds originally issued ursuant to this Indenture in
the aggregate principal amount f $ to finance the
Public Improvements;
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Series B Bonds: the taxable emporary tax increment
r venue bonds originally issued pu suant to this Indenture in
t e aggregate principal amount of to finance
t e Private Improvements;
State: the State of Minnesot ;
State and Federal Law(s) : th Constitution and any law
the State and any rule or regul tion of any agency of the
ate; and the Constitution and an law of the United States,
d any rule or regulation of any ederal agency;
Tax Exempt Letter of Credit: the irrevocable letter of
redit No. , issued by F ji to the Trustee with
espect to the Series A Bonds as s t forth in the Indenture;
Tax Increment Act: Minnesota Statutes, Sections 469. 174
0 469. 179, as amended;
Tax Increment District: the tax increment financing
istrict established as a redevel pment district under the Tax
ncrement Act by the AUTHORITY an the CITY pursuant to the
ct, the Joint Powers Agreement a d by resolutions adopted on
, 1987, and , 1987, respectively, as
he same may be amended from time to time;
Tax Increment Financ�.ng Plan the Tax Increment �
inancing Plan adopted by the AUT ORITY and the CITY on
, 1987, and , 1987, respectively, as
he same may be further amended f om time to time;
Tax Increments: all of the ax increments received by
he AUTHORITY pursuant to the Act from the County Treasurer of
amsey County with respect to the Tax Increment District,
ther than any Tax Increments fro any property in the Tax
ncrement District which is relea ed pursuant to the
rovisions of the Bond Document; I
Tax Increment Bonds: all bo ds and other obligations
ayable from Tax Increments;
Taxable Letter of Credit: t e irrevocable letter of
credit No. issued by Fu�i to the Phase I Trustee
with respect to the Series B Bond as set forth in the
Indenture;
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Temporary Bonds: Except as o herwise specifically
p ovided herein, this term shall m an: any bonds or other
o ligations (including, without li itation, the Bank Notes) of
t e AUTHORITY with either (i) an i itial term of three years
o less, (ii) a provision that req ires purchase thereof
' thin three years of its issuance or (iii) a provision which
rmits the holder thereof to requ re purchase or redemption
ereof within three years of its ssuance, not including,
wever, any right of the holder t accelerate or cause the
ligations to be prepaid or purch sed upon the happening of
y designated event, such as an e ent of default or
ondemnation, damage or destructio of facilities;
Tem orar Phase I Refundin B nds: any Temporary Bonds
f the AUTHORITY issued to refinan�e or refund the Phase I
roject by refunding the Bonds or y any subsequent refunding
ncluding Bank Notes (to the extent an unreimbursed advance
as been made) ;
Trustee: First Trust Compan , Inc. , in St. Paul,
innesota, and any co-trustee or uccessor trustee appointed,
ualified and then acting as such under the provisions of the
ndenture;
Uncontrollable Circumstances: acts of God; strikes,
ockouts or other labor disturban es; unavailability of labor
r materials; acts of public enem'es; orders or restraints of
ny kind of the government of the United States of America or
he State or their respective dep rtments, agencies or
fficials, or any civil or milita y authority; insurrections,
iots; landslides; earthquakes; f res; storms; droughts;
loods; explosions; breakage or a cident to machinery,
ransmission pipes or canals; or ny other cause or event not
easonably within the control of essee and not proximately
aused by its negligence.
Variable Rate Obligations: ny portion of Temporary
onds (for purposes of this defin tion "Temporary Bonds" shall
ave the meaning as set forth in he Indenture) or Permanent
onds (for purposes of this defin' tion "Permanent Bonds" shall
ave the meaning as set forth in he Indenture) the interest
rate on which is not established (with no right to vary) at
the time of calculation at a sing e numerical rate for the
remaining term of such portion of the Temporary Bonds or
Permanent Bonds;
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Section 1-2. Exhibits.
The following Exhibits a e attached to, and by
r ference made a part of, this Lea e:
A. Exhibit A: the Land;
8. Exhibit B: the Developme t Agreement;
C. Exhibit C: Actual and Co tingent Rent Certifications
rm;
D. Exhibit D: Adjusted Rent Certification Form.
Section 1-3 . Rules of I ter retation.
A. This Lease shall be inter reted in accordance with
nd governed by the laws of the St te of Minnesota.
B. The words "herein" and "h reof" and "hereunder" and
ords of similar import, without r ference to any particular
ection or subdivision, refer to this Lease or the Related
ocuments as a whole rather than to any particular section or
ubdivision of this Lease or such Related Documents.
C. References in this Lease to any particular article,
� ection or subdivision hereof are to the designated article,
ection or subdivision of this Le se on the Related Documents.
D. All accounting terms not otherwise defined herein
ave the meanings assigned to the in accordance with
enerally accepted accounting pri ciples; and all computations
rovided for herein shall be made in accordance with generally
ccepted accounting principles co sistently applied and
pplied on the same basis as in p ior years.
E. The Table of Contents an titles of articles and
ections herein are for convenien e of reference only and are
ot a part of this Lease, and sha 1 not define or limit the
rovisions hereof.
F. Unless the context hereo clearly requires otherwise,
he singular shall include the pl ral and vice versa and the
asculine shall include the femin ne and vice versa.
G. Articles, sections, subs ctions and clauses mentioned
y number only are those so numbe ed which are contained in
his Lease.
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H. For purposes of this Leas , a Petition in Bankruptcy
s all be deemed dismissed only if ither (a) the petition is
d ' smissed by order of a court of c mpetent jurisdiction and no
f rther appeal rights exist from s ch order or (b) the party
t at is the debtor in the petition notifies the other party
at such dismissal has occurred.
I. Any opinion of counsel ca�lled for herein shall be a
ritten opinion of such counsel. �
J. In calculating the princi al and interest
equirements of Temporary Bonds (f r the purpose of Section 1-
paragraphs J and K "Temporary B nds" shall have the meaning
s used in the Indenture) for pur oses of computing the
mortized Annual Debt Service, it shall be assumed that the
rincipal has been amortized, fro and after the then earliest
ate on which principal becomes d e or may be subject to
urchase or prepayment (as descri ed in the definition of
emporary Bonds in Section 1-1 of the Indenture) , over either:
(1) if the Temporary B nds are Committed Temporary
Bonds, a term equal to the t rm provided in the
Commitment for the amortizat on of Committed Temporary
Bonds incurred thereunder be ring interest on the unpaid
principal balance at the rat set forth in the Commitment
and payable in accordance wi h the terms of the
Commitment; or
(2) if the Temporary B nds are not Committed
Temporary Bonds, on a level ebt service basis over a
twenty-five year period wit interest thereon at the
Projected Rate.
The Trustee may in good faith co clusively rely upon the
calculations of a Rate Setter fi ed with the Trustee for
purposes of making the foregoing computations.
(K) In determining the amo nt of principal and interest
payable on Variable Rate Obligat ons for purposes of computing
the Amortized Annual Debt Servic , except as otherwise
provided in paragraph J above, i terest on such Variable Rate
Obligations for such period (the "Determination Period" ) shall
be computed by assuming that the rate of interest applicable
to the Determination Period is e ual to the average annual
rate of interest (calculated in he manner in which the rate
of interest for the Determinatio Period is expressed to be
calculated) which was or would h ve been in effect during the
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t elve months immediately precedinl the date of calculation
o , if such average annual rate is only available for a
s orter period, such shorter perio , except that with respect
t Variable Rate Obligations outst nding during the
D termination Period, interest on uch Variable Rate
0 ligations shall be the average a nual rate which is
a plicable to such Variable Rate O ligations during such
D termination Period. If the aver ge annual rate of interest
c nnot be calculated as provided a ove, then the assumed
' terest rate for the Determinatio Period shall be the
' itial annual rate of interest wh'ch is actually applicable
such Variable Rate Obligations pon the incurrence thereof.
(L) Any provision herein req iring the consent of the
ank or authorizing the Bank to direct that certain action be
aken shall be of no force and eff ct if (a) the Bank should
rongfully dishonor any draw requ st made by the Phase I
rustee under and in conformity w' th the Credit, (b) if a
redit shall no longer be outstan ing and all Credit
bligations and Bank Notes have b en satisfied and paid in
ull, or (c) if the Bank should b come subject to bankruptcy,
iquidation, receivership or inso vency proceedings.
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ARTICLE T O
REPRESENTATIONS, COVENAN S AND WARRANTIES
Section 2. 1 Re resentat ons Covenants and
W rranties of the CITY. The CITY epresents, covenants and
w rrants as follows:
A. The CITY is a munici al corporation and
political subdivision of the tate, duly organized and
existing under the Constituti n and laws of the State.
B. The CITY is authoriz d under the Constitution
and laws of the State to ente into this Lease and the
transactions contemplated her by, and to perform all of
its obligations hereunder .
C. The officers of the ITY executing this Lease
have been duly authorized to execute and deliver this
Lease under the terms and pr visions of the CITY
Authorizing Resolution.
D. In authorizing and xecuting this Lease, the
CITY has complied with all S ate and Federal Laws
applicable to this Lease.
E. The CITY will not p edge, mortgage or assign
this Lease, or its duties an obligations hereunder to
any other person, firm or co poration except as provided
under the terms of this Leas .
F. The Premises will b used during the Lease Term
only to carry out the public and governmental purposes of
the CITY.
G. Neither the executi n and delivery hereof, nor
the fulfillment of or compli nce with the terms and
conditions hereof, nor the c nsummation of the
transactions contemplated he eby, conflicts with or
results in a breach of the t rms, conditions, and
provisions of any restrictio or any agreement or
instrument to which the CITY is now a party or by which
the CITY is bound, or constitutes a default under any of
the foregoing.
Section 2. 2 Re resent tions Covenants and
Warranties of the AUTHORITY. Th AUTHORITY represents,
covenants and warrants as follow :
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A. The AUTHORITY is a p blic body corporate and
politic and political subdivi ion of the State, duly
organized and existing under he Constitution and Laws of
the State.
B. The AUTHORITY is aut orized under the
Constitution and laws of the tate to enter into this
Lease and the transactions co templated hereby, and to
perform all of its obligation hereunder .
C. The officers of the UTHORITY executing this
Lease have been duly authoriz d to execute and deliver
this Lease under the AUTHORIT Authorizing Resolution.
D. In authorizing and e ecuting this Lease, the
AUTHORITY has complied with a 1 State and Federal Laws
applicable to this Lease.
E. Neither the executio and delivery of this
Lease, nor the fulfillment of or compliance with the
terms and conditions thereof, nor the consummation of the
transactions contemplated the eby, conflicts with or
results in a breach of the te ms, conditions or
provisions of any restriction or any agreement or
instrument to which the AUTHO ITY is now a party or by
which the AUTHORITY is bound, or constitutes a default
under any of the foregoing.
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ARTICLE TH EE
CONSTRUCTION AND FINANCING
OF PARKING AMP
Section 3 . 1 Conditions recedent. The obligation
o the AUTHORITY to construct the arking Ramp on the Land
u der Section 3. 2 is subject to th conditions in Section 2.02
o the Development Agreement being satisfied under the terms
a d conditions provided in the Dev lopment Agreement by no
1 ter than September 1, 1990. The conditions precedent to the
o ligation of the AUTHORITY to con truct the Parking Ramp do
n t affect or modify the obligatio of the CITY to pay Rent
p ior to termination of this Lease specifically including that
p rtion of the Lease Term prior tolconstruction of the Parking
R mp.
Section 3. 2 Constructio of Parkin Ram . Subject
t Section 3. 1, the AUTHORITY shal construct the Parking Ramp
o the Land, which Parking Ramp wi 1 constitute part of the
P emises. The Parking Ramp shall e constructed substantially
i accordance with Plans and Speci ications submitted to the
A THORITY pursuant to the Developm nt Agreement and approved
b the AUTHORITY and the CITY. A1 construction, alterations,
i provements and decorating consti uting the Parking Ramp or
herwise a part of the Premises s all be done in a good and
rkmanlike manner, using material of good quality, and
mpleted construction shall be in accordance with all
plicable laws, codes, and regula ions. Upon substantial
mpletion of the construction of he Parking Ramp in
cordance with the Plans and Spec ' fications, �he AUTHORITY
all complete, execute and delive to the CITY and the
ase I Trustee a Completion Certi icate.
Section 3 . 3 Financin ; imitations of AUTHORITY' S
inancial Commitment. The AUTHORI Y is financing the cost of
onstructing the Parking Ramp with the proceeds of the Bonds.
he Development Agreement limits t e financial contribution of
he AUTHORITY to $2.7 million and rovides for JLT to pay any
dditional cost of constructing th Parking Ramp as more fully
et forth in the Development Agree ent. To ensure the CITY
hat the AUTHORITY will satisfy it financial obligations for
onstruction of the Parking Ramp, the AUTHORITY will direct
he Phase I Trustee to place $2. 7 illion of the Bond proceeds
n the Series B Subaccount of the onstruction Fund
stablished by the Indenture to b disbursed as provided in
ection 5-2 of the Indenture and used exclusively for
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nstruction of the Parking Ramp. This $2. 7 million will
r main available exclusively for c nstruction of the Parking
mp until the earlier of the Comp etion Date or the end of
e Lease Term.
Section 3 .4 Builder ' s R sk. The AUTHORITY shall
intain or require any Contractor to maintain during the
e tire period that the Parking Ram is under construction
ilders' risk comprehensive liabi ity, worker ' s compensation,
a d other insurance required by la or customarily maintained
f r similar construction. �
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ARTICLE F UR
LEASE AND OPERATION OF PREMISES
Section 4. 1 Lease of Pr mises; Title and Condition.
I consideration of the Rent and o her obligations of the CITY
h reunder , the AUTHORITY leases th Premises to the CITY. The
P emises are leased to the CITY wi h the understanding and
a reement that the obligation of t e AUTHORITY to construct
t e Parking Ramp is conditional as set forth in Section 3 . 1.
T e CITY has examined the Land and the title thereto and has
f und the same to be satisfactory or the purpose of this
L ase.
Section 4. 2 0 eration o Premises. The CITY may
e ter into an Operating Agreement � ith an Operator under terms
a d conditions acceptable to the A THORITY pursuant to which
t e Operator will operate or suble se the Premises including
t e Parking Ramp. The Parking Ram shall be operated in a
nner consistent with the provisi ns of the Development
reement and in accordance with t e Redevelopment Plan. The
erating Agreement shall require hat the Operator assume the
ligations of the CITY under this Lease other than the
ligation to pay Rent; provided, owever , that nothing herein
all release the CITY from primar liability for ensuring
at all obligations imposed on th CITY by this Lease are
tisfied fully.
Section 4. 3 Possession Use and En 'o ment. During
he Lease Term and subject to the rior lien of the Mortgage,
e AUTHORITY covenants to provide the CITY with the quiet use
d enjoyment of the Premises so i ng as the CITY shall caused
0 observed and performed all cove ants and obligations
ereunder and there exists no even of default by the CITY.
he Premises shall be used for the sole purpose of operating a
arking ramp and the operation of he Parking Ramp shall
omply with all applicable laws, r gulations and codes.
Section 4.4 AUTHORITY A cess. The CITY agrees that
he AUTHORITY shall have the right at all reasonable times to
xamine and inspect the Premises. The CITY further agrees
hat the AUTHORITY shall have such rights of access to the
remises as may be reasonably necessary to cause the proper
aintenance of any portion of the Premises in the event of
ailure by the CITY to cause its obligations to be performed
ereunder.
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ARTICLE F VE
LEASE TERM; TE MINATION
Section 5. 1 Lease Term. The Lease Term shall begin
the date of issuance of the Bon s and end 40 years from
ch date unless earlier terminate under the following
ragraphs:
A. Non-appropriation. he CITY shall have the
right to terminate this Lease by providing the AUTHORITY
and the Phase I Trustee writt n notice of termination no
later than 5 Business Days af er the governing body of
the CITY adopts the budget fo the CITY for the ensuing
Fiscal Year. The Lease will hen terminate at the end of
the then current Fiscal Year , provided that all Rent
certified to the CITY before he end of such Fiscal Year
by the AUTHORITY under Sectio s 6. 2, 6. 3 , or both, as the
case may be, shall be due and payable in accordance with
the terms of this Lease. In he event of Lease
termination pursuant to this aragraph, the CITY shall
convey to the AUTHORITY and r lease its interest in the
Premises in accordance with S ction 12. 3.
B. Failure to Construct Parkin Ram . If the
conditions precedent to the c nstruction of the Parking
Ramp are not satisfied by the time specified in Section
3 . 1, then this Lease shall te minate at the end of the
CITY'S Fiscal Year during whi h such nonsatisfaction
occurs, provided that all Ren certified to the City
before the end of the Fiscal ear by the AUTHORITY under
Sections 6. 2 and 6.3 shall be due and payable in
accordance with the terms of his Lease. Regardless of
whether the conditions preced nt set forth in Section 3 . 1
are satisfied, this Lease sha 1 also terminate 5 years
and 9 months from the date of the beginning of the Lease
Term if the AUTHORITY has not provided to the CITY a
Completion Certificate. In t e event of Lease
termination pursuant to this aragraph, the CITY shall
convey to the AUTHORITY and r lease its interest in the
Premises in accordance with S ction 12. 3 .
C. Tax Increment Covera e. The termination
provision of this paragraph s all operate to terminate
this Lease only if all Phase Temporary Covered
Obligations and other Credit bligations have been
discharged and the Letter of redit has been cancelled as
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provided in the Indenture or n the Credit Agreement, as
the case may be. Subject to he preceding sentence, the
Lease shall terminate at the ole election of the CITY
if:
(1) the Five Year omputed Tax Increment
Average is at least equa to one-hundred fifteen
percent percent (115�) o the Amortized Annual Debt
Service of the outstandi g Phase I Permanent Covered
Obligations and any othe outstanding Tax Increment
Bonds; and
(2) a certificate is executed by the Mayor and
Clerk of the CITY and filed with the AUTHORITY and
the Phase I Trustee demo strating that the condition
in clause (1) above has been satisfied and directing
the Lease to be termina ed as a result thereof.
In the event of Lease termin tion pursuant to this
paragraph, the CITY shall co vey to the AUTHORITY and
release its interest in the remises in accordance with
Section 12.3 .
D. CITY Default. The ease will terminate if the
CITY is in default and the A THORITY elects to terminate
this Lease pursuant to Secti n 12. 2, provided that the
AUTHORITY may only terminate the Lease with the approval
of the Bank and the Phase I rustee.
E. Condemnation. The ease will terminate in the
event of a total taking as p ovided in Section 7.7.
Section 5. 2 A ro riat on or Non-a ro riation for
ent. The Mayor of the CITY will include the amount of Actual
nd Contingent Rent certified to he CITY under Section 6. 2
nd Section 6. 3 and such other am unts as may be necessary to
atisfy the CITY' S obligations he eunder in his or her annual
udget recommendation to the gove ning body of the CITY and
he governing body of the CITY wi 1 consider such
ecommendation in its adoption of a budget for the ensuing
iscal Year of the CITY. If the overning body of the CITY
adopts the Mayor ' s recommendation, all amounts necessary to
ay Rent due under this Lease for the ensuing Fiscal Year
shall be considered appropriated. If the governing body of
the CITY does not adopt the Mayor ' s recommendation, it shall
be a Non-appropriation and the Le se shall be terminated as
provided in Section 5 . 1, paragrap A. The CITY does not
presently intend to take any acti n that would result in this
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ase being terminated before the nd of the entire Lease term
a d further presently intends to a propriate for and pay all
nt due during the entire Lease T rm, provided that the
rties hereto recognize that this expression of intent does
t bind future government bodies f the CITY.
Section 5. 3 Nonsubstitu ion. If the Lease is
rminated under Section 5. 1, para raph A, the CITY and the
HORITY agree that, to the exten permitted by law, the CITY
d the AUTHORITY will not for 3 y ar� from such termination
. ke any financial contribution of any type for any public
rking facility within that porti n of the Redevelopment
roject Area lying south of the Mi sissippi River.
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ARTICLE IX
RENT
Section 6. 1 Amount. Su ject to Section 5. 1,
aragraph A and by the methods and under the terms and
onditions more fully set forth he ein, the CITY agrees to pay
ent to the AUTHORITY during the L ase Term from any and all
ources of available revenue in am unts equal to the sum of
he following amounts: (a) an amo nt sufficient to assure
rompt payment of the interest whe due on the Bonds; (b) an
ount sufficient to assure prompt payment of the interest
hen due on any Temporary Phase I efunding Bonds; and (c) an
mount sufficient to pay the inter st on and principal when
ue of any Permanent Phase I Refun ing Bonds (collectively the
' Phase I Covered Obligations" ) .
Section 6. 2 Actual Rent; Contin ent Rent; AUTHORITY
ertification. Beginning in 1988 in anticipation of Fiscal
ear 1989, the AUTHORITY shall cer ify to the Mayor of the
ITY at a time sufficient to be in luded in the Mayor ' s budget
ut in no event later than July 15 (a) the amount of Actual
ent, if any, due from the CITY in the ensuing Fiscal Year and
he date or dates on which the Act al Rent is due and (b) the
mount of Contingent Rent. The ce tification shall be
ubstantially in the form set fort in Exhibit C.
A. Amount of Actual Ren . The amount of Actual
ent to be determined and certifie by the AUTHORITY shall be
he sum of the following amounts:
1. The amount, if any, then needed to restore a
Phase I Reserve Fund, if any, to its Phase I Reserve
Requirement, if any, as set f rth in the Bond Document
for the Phase I Covered Oblig tions; provided that such
amount shall not include any um attributable to a
withdrawal from a Phase I Res rve Fund, if any, to pay
principal when due on any Phase I Temporary Covered
Obligations.
2. The amount, if any, in excess of other funds
pledged and estimated to be r ceived pursuant to the
provisions of the Indenture i the immediately ensuing
Fiscal Year, to be needed in such ensuing Fiscal Year for
the payment of the interest hen due on the Bonds and
Temporary Phase I Refunding Bonds.
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3 . The amount, if any, n excess of other funds
pledged and estimated to be r ceived pursuant to the
provisions of the Indenture i the immediately ensuing
Fiscal Year to be needed in s ch ensuing Fiscal Year for
the payment of the interest o and principal of when due
on the Permanent Phase I Refu ding Bonds.
B. Contingent Rent. Th amount of Contingent Rent
t be certified by the AUTHORITY s all be the sum of the
f llowing amounts:
1. The amount of a Phas I Reserve Requirement, if
any, as may be set forth in t e Bond Document for the
Phase I Covered Obligations.
2. The total amount due in the immediately ensuing
Fiscal Year, for the payment f the interest when due on
the Bonds and Temporary Phase I Refunding Bonds.
3 . The total amount due in the immediately ensuing
Fiscal Year, for the payment f the interest on and the
principal of when due on the ermanent Phase I Refunding
Bonds.
Section 6. 3 Ad 'usted Re t; Additional Rent; Excess
R nt• Maximum Amount. If at any t me during the Fiscal Year
f llowing certification of Actual ent due from the CITY under
S ction 6. 2 paragraph A, the AUTHO ITY determines that the
a ount originally certified is eit er more or less than the
a ount required to pay when needed the amounts set forth under
S ction 6. 2 paragraph A, the AUTHO ITY shall immediately
s bmit an amended certification as provided herein stating the
a justed amount of Rent due (the " djusted Rent" ) . The
a ended certification shall be sub tantially in the form set
f rth in Exhibit D.
i
If the Adjusted Rent is great r than the amount of Rent
o iginally certified for that Fisc 1 Year ( "Additional Rent" )
t e amended certification to the C TY shall state the date or
d tes on which the Additional Rent must be paid by the CITY,
w ich date or dates shall not be 1 ss than 90 calendar days
f om the date of the amended certi ication, provided that if a
m turity date is to occur at which payments are due for
a ounts set forth in Section 6. 2, aragraph A prior to the
e piration of the 90 day calendar eriod, the Additional Rent
m st be paid by such maturity date. ,
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If the time certified for the payment of Additional Rent
r quires that such Additional Rent be paid in the next
s cceeding Fiscal Year , the CITY a propriation for such
A ditional Rent shall be considere encumbered for the
p rposes of Section 10.8 of the CI Y Charter and such
a propriation shall therefore not apse.
If the AUTHORITY determines t at the amount of Rent paid
the CITY for a Fiscal Year exce ds the amounts set forth in
��ction 6. 2, paragraph A for that iscal Year , such excess
( Excess Rent ) shall, at the sole option of the CITY, either
( ) be refunded to the CITY or (b) be a credit against any
ture Rent due from the CITY.
The Adjusted Rent shall be th sum of: (a) the amount of
ctual Rent theretofore paid by th City during the current
iscal Year and (b) the balance of Actual Rent to be paid for
he balance of the current Fiscal ear as a result of the
etermination made by the AUTHORIT under this Section 6. 3 .
he Adjusted Rent shall not exceed the amount of Contingent
ent certified to the City under S ction 6. 2, paragraph B.
ny Additional Rent required to be paid under the terms hereof
hall be considered Rent and subje t to the same conditions
nd obligations as set forth in Section 6.4 and other
pplicable provisions of this Lease.
Section 6.4 CITY Obli tion to make Rent Pa ments.
he CITY shall make payments of R nt to the AUTHORITY by such .
ime or times as specified in the certification provided to
he CITY under Section 6. 2 paragr ph A, or the amended
ertification(s) provided under S ction 6. 3 , as the case may
e. Subject to Section 5. 1, para raph A, the obligation of
he CITY during the Lease Term to pay Rent and to perform and
bserve all other covenants and a reements of the CITY under
his Lease shall be absolute and nconditional, and the
bligation to pay Rent shall not e affected by any dispute
etween the AUTHORITY and the CIT or between the CITY or the
UTHORITY and any other party. T e CITY shall make all Rent
ayments required hereunder when ue and shall not withhold
ny Rent payments pending final r solution of such dispute,
or shall the CITY assert any rig t of setoff or counterclaim
gainst its obligation to make su h Rent payments. The
UTHORITY or the Phase I Trustee cting on behalf of the
UTHORITY, may institute such leg 1 action against the CITY as
he AUTHORITY or the Phase I Trus ee may deem necessary to
ompel the performance of such ob igation to pay Rent or to
ecover damages therefor .
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Section 6.5 A reement t at Rent is Fair and
R asonable. The AUTHORITY and the CITY agree that the Rent to
b paid under this Lease is fair a d reasonable. It is fully
e pected by the AUTHORITY and the ITY that there will be
s fficient Tax Increment proceeds, capitalized interest, and
e rnings thereon to pay the intere t of and principal on the
P ase I Covered Obligations and th t the CITY will not be
r quired to pay Rent under this Le se. The CITY is aware,
h wever, of the financial obligati ns it is subject to under
t is Lease and has determined that there are significant
p blic purposes associated with th Lease which will assist in
f lfilling the Redevelopment Plan. The CITY has further
d termined that the risk of payin Rent under this Lease is
o tweighed by the public purposes nd objectives to be
a hieved by entering into this Lea�e.
Section 6. 6 Current Ex nse. The obligations of
t e CITY under this Lease, includi g its obligation to pay
R nt due with respect to the Premi es in any Fiscal Year for
w ich this Lease is in effect, sha 1 constitute a current
e pense of the CITY for such Fisca Year and shall not
c nstitute an indebtedness of the ITY within the meaning of
t e Constitution and laws of the S ate. Nothing herein shall
c nstitute a pledge by the CITY of any taxes or other moneys,
o her than moneys lawfully appropr ated from time to time by
t e CITY to the payment of any Ren or other amount coming due
h reunder.
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ARTICLE S VEN
INSURANCE AND INDEMNI ICATION; DAMAGE
AND DESTRUCTION; ONDENIlVATION
Section 7. 1 Liabilit I surance. The CITY shall
c use comprehensive liability and roperty damage insurance to
b carried and maintained with res ect to the activitie� to be
u dertaken by and on behalf of the CITY in connection with the
u e of the Premises substantially he same as insurance
c rried by the CITY with respect t other municipal
a tivities.
Section 7. 2 Pro ert In urance. The CITY shall
c use casualty and property damage insurance to be carried and
m intained with respect to the Pre ises in an amount at least
e ual to the full replacement valu of the Parking Ramp with a
d ductible not to exceed the deduc ible carried by the CITY
w th respect to other similar muni ipal buildings.
Section 7. 3 Worker ' s Co ensation Insurance. If
r quired by State law, the CITY sh 11 carry Worker ' s
C mpensation Insurance covering al employees on, in, near or
a out the Premises, and upon reque t, shall furnish to the
A THORITY and or the Phase I Trust e certificates evidencing
s ch coverage throughout the Lease Term.
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Section 7.4 Re uirement For All Insurance. All
i surance policies (or riders) req ired by this Article shall
b taken out and maintained with r sponsible insurance
c mpanies organized under the laws of one of the states of the
U ited States and qualified to do usiness in the State; and
s all contain a provision that the insurer shall not cancel or
r vise coverage thereunder without giving written notice to
t e insured parties at least thirt (30) days before the
c ncellation or revision becomes e fective. All insurance
p licies or riders required by Sec ion 7. 1 and 7. 2 shall name
t e CITY, the AUTHORITY, and the P ase I Trustee as insured
p rties. During the period of con truction of the Parking
R mp, the requirement that the AUT ORITY and the Phase I
T ustee be named as insured partie may be satisfied by having
t e AUTHORITY and the Phase I Trus ee named as additional
i sured under the liability insura ce policy carried by the
G neral Contractor . CITY shall de osit with AUTHORITY and the
P ase I Trustee policies (and ride s) evidencing any such
i surance procured by it, or a cer ificate or certificates of
t e respective insurers stating th t such insurance is in full
28
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f rce and effect. Before the expi ation of any such policy
( r rider) , CITY shall furnish to he AUTHORITY and the Phase
I Trustee evidence that the policy has been renewed or
r placed by another policy conform'ng to the provisions of
t is Article.
Section 7.5 Indemnifica ion. The CITY assumes all
r sks and liabilities, whether or ot covered by insurance,
f r loss or damage to the Premises or any portion thereoE and
f r injury to or death of any pers n or damage to any
p operty, in any manner arising ou of. or incident to any
p ssession, use, operation or cond tion of the Premises or any
p rtion thereof, whether such inju y or death be with respect
t agents or employees of the AUTH RITY, the CITY or of third
p rties, and whether such property damage be to the CITY' S
p operty or the property of others To the maximum extent
p rmitted by law, the CITY hereby ssumes responsibility for
a d agrees to indemnify, protect, ave and keep harmless the
A THORITY from and against any and all liabilities,
o ligations, losses, damages, pena ties, claims, actions,
c sts and expenses ( including reas nable attorney' s fees) of
w atsoever kind and nature, impose on, incurred by or
a serted against AUTHORITY that in any way relate to or arise
o t of the possession, use, operat on or condition of the
P emises by the CITY or the Operat r or arising out of the
G ound Lease, unless caused by AUT ORITY or its agents.
Section 7.6 Dama e to o Destruction of the
P emises. If after the execution f this Lease, all or any
p rt of the Premises ie lost, stol n, destroyed or damaged
b yond repair, the CITY shall as s on as practicable after
s ch event, replace the same at th CITY' S sole cost and
e pense, such replacement to be of equal or greater value to
t e Premises or any portion thereo immediately prior to the
t 'me of the loss occurrence, such eplacement also to be
s bject to the AUTHORITY' S reasona le approval. Any such
r placement shall be substituted i this Lease by appropriate
e dorsement. The Net Proceeds of 11 insurance payable with
r spect to the Premises shall be d posited with the Phase I
T ustee and shall be available to he CITY to discharge the
C TY' S obligations under this Sect on.
Section 7. 7 Condemnatio .
A. Total Taking. If, by exe cise of the right of
inent domain or by conveyance ma e in response to the threat
the exercise of such right (in ither case a "taking" ) , all
the Premises are taken, or if s much of the Premises are
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ken that the Premises (even if t e restorations described in
ction 7. 7, paragraph B were to b made) cannot be used by
e CITY for the purposes for whic they were used immediately
fore the taking, this Lease will terminate on the earlier of
e vesting of title to the Premis s in the condemning
thority, or the taking of posses ion of the Premises by the
ndemning authority (in either ca e the "ending date" ) .
B. Partial Taking. If, afte a taking, so much of the
emises remains that the Premises can be used for
bstantially the same purposes fo which they were used
ediately before the taking, thi Lease will end on the
ding date as to the part of the remises which is taken and,
e CITY will restore so much of t e Premises as remains to a
und architectural unit substanti lly suitable for the
rposes for which it was used imm diately before the taking,
a good and workmanlike manner a d using materials of good
uality. The Net Proceeds of the ondemnation award shall be
posited with the Phase I Trustee from which the CITY shall
entitled to the lesser of (1) t e Net Proceeds or (2) the
ITY' s actual out-of-pocket costs f restoring the Premises
lus the present value (using a di count rate equal to the
' Reference Rate" announced from ti e to time by Norwest Bank,
inneapolis, N.A. plus 2�) of CITY' s lost leasehold rights in
hat portion of the Premises taken, if any, and plus the
djusted book value as determined 'n paragraph D, clause 2, of
ny leasehold improvements and any leasehold improvements and
'mmoveable fixtures taken or damag d by virtue of the taking.
f the CITY receives the amount sp cified in clause (2) , the
UTHORITY shall be entitled to the balance of the Net
roceeds.
C. CITY' s Award. In connection with any taking under
aragraphs A or B, the CITY may pr secute its own claim by
eparate proceedings against the c ndemning authority for
amages legally due to it (such as the loss of fixtures which
he CITY was entitled to remove, a d moving expenses) only so
ong as the CITY' s award does not iminish or otherwise
dversely affect AUTHORITY' s award.
D. Allocation of an Award fo a Total Takin . If this
ease terminates according to para raph A, the condemnation
ward will be paid in the order i this paragraph D to the
xtent it is sufficient;
(1) First, the AUTHORIT will be reimbursed for its
attorneys ' fees, appraisal fe s, and other costs incurred
in prosecuting the claim for the award.
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(2) Second, the CITY wi 1 be paid it adjusted book
value as of the date of the t king of its improvements
(excluding trade fixtures) ma e to the Premises plus the
present value of CITY' s lost easehold rights if any. In
computing its adjusted book v lue, improvements will be
conclusively presumed to have been depreciated or
amortized for federal income ax purposes over their
useful lives with a reasonabl salvage value.
(3) Third, the balance �ill be provided to the
AUTHORITY.
E. Affect of Condemnation Ob i ation to Pa Rent. Any
t tal taking of the Premises and t rmination of the Lease
t ereby will not affect the obliga ion of the CITY to pay Rent
d e under Article Six for the rema nder of the Fiscal Year
d ring which the taking occurs. A y partial taking of the
P emises will not affect the oblig tion of the CITY to pay all
R nt due under Article Six for the full Lease Term.
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ARTICLE EIGHT
OTHER OBLIGATION OF LESSEE
Section S. 1 Use; Permit . The CITY shall exercise
d e care in the use, operation and maintenance of the
emises, and shall not use, opera e or maintain the Premises
i properly, carelessly, in volatio of any State and federal
w or for a purpose or in a manne contrary to that
ntemplated by this Lease. The C TY shall obtain all permits
d licenses necessary for the ope ation, possession and use
the Premise� as a Parking Ramp. The CITY shall comply with
11 State and federal laws applica le to the use, possession
d operation of the Premises, and if compliance with any such
ate and Federal law requires cha ges or additions to be made
the Premises, such changes or a ditions shall be made by
e CITY at its expense.
Section 8. 2 Maintenance of Pro 'ect b the CITY.
he CITY shall cause the Premises o be maintained, preserved
d kept in good repair, working o der, and suitable for the
eration of the Parking Ramp. Th CITY shall ensure that all
epairs and replacements necessary to keep the Premises in
uch condition are completed. The AUTHORITY shall have no
esponsibility for any of these re airs or replacements.
Section 8. 3 Taxes Othe Governmental Char es and
tilit Char es. The .AUTHORITY an the CITY understand and
gree that the obligations of the ITY under this paragraph
ill be assigned to JLT under an O erating Agreement. Except
s expressly limited by this Secti n, the CITY shall cause to
e paid all taxes and other charge of any kind which are at
ny time lawfully assessed or levi d against or with respect
o the Premises, or which become d e during the Lease Term,
hether assessed against the CITY, the Operator or the
UTHORITY. The CITY shall also ca se to be paid when due all
as, water , steam, electricity, he t, power, telephone, and
ther charges incurred in the oper tion, maintenance, use,
ccupancy and upkeep of the Premis s, and all special
ssessments and charges lawfully m de by any governmental body
or public improvements that may b secured by a lien on the
remises; provided that with respe t to special assessments or
ther governmental charges that ma lawfully be paid in
nstallments the CITY shall only b required to cause payment
f such installments, during the ease Term as and when the
ame become due.
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Section 8.4 Advances. If the CITY shall fail to
erform any of its obligations un er this Article, the
UTHORITY may, but shall not be o ligated to, take such action
s may be necessary to cure such failure, including the
dvancement of money, and the CITY shall be obligated to repay
11 such advances on demand.
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ARTICLE N NE
TITLE
Section 9. 1 Title. Dur 'ng the Lease Term title to
t e Premises and any and all repai s, replacements, substi-
t tes and modifications to it shal be in the AUTHORITY,
s bject to the Ground Lease. Upon termination of this Lease
f r the reason specified in Sectio 5. 1, paragraph A, the CITY
s all have no further interest the ein and the CITY shall
e ecute and deliver to the AUTHORI Y such documents as the
A HORITY may request to evidence ermination of the CITY' S
i terest therein, and upon request by the AUTHORITY the CITY
s all deliver possession of the Pr mises to the AUTHORITY, in
a cordance with Section 12. 3 . ,
Section 9. 2 Liens. Dur 'ng the Term of this Lease,
t e CITY shall not, directly or in irectly, create, incur,
a sume or suffer to exist any mort age, pledge, lien, charge,
e cumbrance or claim on or with re pect to the Premises, other
t an the respective rights of the UTHORITY and the CITY as
h rein provided and Permitted Encu brances. Except as
e pressly provided in Section 8. 3 nd this Article, the CITY
s all promptly, at its own expense, take such action as may be
n cessary to duly discharge or rem ve any such mortgage,
p edge, lien, charge, encumbrance r claim if the same shall
a ise at any time. The CITY shall reimburse the AUTHORITY for
a y expense incurred . by the AUTHOR TY in order to discharge or
r move any such mortgage, pledge, ien, charge, encumbrance or
c aim.
Section 9. 3 Installatio of the CITY's or
0 erator 's E ui ment. The CITY or the Operator ( in accordance
w th the Operating Agreement) may at any time and from time to
t me, in its sole discretion and at its own expense, install
i ems of equipment and other perso al property in or upon the
P emises. All such items shall re ain the sole property of
t e CITY or Operator, in which the UTHORITY shall have no
i terest, and may be modified or re oved by the CITY or
0 erator at any time provided that the CITY or Operator shall
r pair and restore on a timely basi any and all damage to the
P emises resulting from the install tion, modification or
r moval of any such items. Nothing in this Lease shall
p event the CITY or Operator from p rchasing items to be
i stalled pursuant to this Section nder a conditional sale or
1 ase-purchase contract, or subject to a vendor ' s lien or
s curity agreement, as security for the unpaid portion of the
p rchase price thereof, provided th t no such lien or security
i terest shall attach to any part o the Premises.
34
Section 9. 4 . Modificati n of Premises. The CITY or
he Operator ( in accordance with t e Operating Agreement)
hall, at its own expense, have th right to make repairs to
he Premises, and to make repairs, replacements, substitutions
d modifications to all or any of the parts thereof. All
uch work and any part or componen used or installed to make
repair or as a replacement, subs itution or modification,
all thereafter comprise part of he Premises and be subject
the provisions of this Lease. uch work shall not in any
y damage the Premises or cause i to be used for purposes
her than those authorized under he provisions of State and
deral Law or those contemplated y this Lease; and the
emises, upon completion of any s ch work shall be of value
ich is not less than the value o the Premises prior to the
mmencement of such work. Any pr perty for which a
r placement or substitution is mad pursuant to this Section
y be disposed of by the CITY or perator in such manner and
such terms as are determined by the CITY or the Operator
( 'n accordance with the Operating greement) . The CITY and
erator will not permit any mecha ic' s or other lien to be
e tablished or remain against the remises for labor or
terials furnished in connection ith any repair,
r placement, substitution or modif cation made by the CITY or
O erator pursuant to this Section; provided that if any such
1 'en is established and the CITY o Operator shall first
n tify the AUTHORITY and the Phase I Trustee of the CITY' S or
O erator 's intention to do so, the CITY or Operator may in
g od faith contest any lien filed r established against the
P emises, and in such event may pe mit the liens so contested
t remain undischarged and unsatis ied during the period of
s ch contest and any appeal theref om unless the AUTHORITY
s all notify the CITY and Operator that, in the opinion of
I dependent Counsel, by nonpayment of any such item the
i terest of the AUTHORITY in the P emises will be materially
e dangered or the Premises or any art thereof will be subject
t loss or forfeiture, in which ev nt the CITY or Operator
s all promptly pay and cause to be satisfied and discharged
a 1 such unpaid items or provide t e AUTHORITY with full
s curity against any such loss or orfeiture, in a form
s tisfactory to the AUTHORITY. Th AUTHORITY will cooperate
f lly with the CITY or Operator, a the case may be, in any
s ch contest, upon the request and at the expense of the CITY
o Operator, as the case may be.
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ARTICLE T N
PARKING RAMP WA RANTIES
Section 10.1 Contractor ' Warranties. The
A HORITY hereby assigns to the CI Y for and during the Lease
T rm, all of its interest in all C ntractors' warranties and
g arantees, express or implied, is ued on or applicable to the
P emises, and the AUTHORITY hereby authorizes the CITY to
o tain the customary services furn'shed in connection with .
s ch warranties and guarantees at he CITY' s expense.
Section 10.2 Disclaimer of Warranties. TI�
P ISES ARE LEASED AS iS, AND THE AUTHORITY MAKES NO WARRANTY
O REPRESEN'PATION, EITHER EXPRESS R IMPLIED, AS TO THE
V UE, DESIGN, CONDITION, MERCHAMP ILITY OR FITNESS FOR ANY
P TICULAR PURPQSE OR FITNESS FOR HE USE CONTE�LATED BY THE
C TY OF TI� PREMISES, OR ANY OTHER REPRESENTATION OR WARRANTY
W TH RESPECT TO 7'f� PREMISES.
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ARTICLE EL VEN
ASSIGNMENT, SUBLEASING, MO TGAGING AND SELLING
Section 11. 1. Assi nmen b the AUTHORITY. The
A THORITY shall not assign its obl gations under this Lease,
a d no purported assignment thereo shall be effective. All
o the AUTHORITY's rights, title a d/or interest in and to
t is Lease, the Rent and other amo nts due hereunder and the
P emises may be assigned and reass gned in whole or in part to
o e or more assignees or sub-assig ees by the AUTHORITY at any
t me, without the consent of the C TY. Other than the
M rtgage and Indenture, no such as ignment shall be effective
a against the CITY unless and unt 1 the assignor shall have
f led with the CITY a copy or writ en notice thereof
i entifying the assignee. The CIT shall pay all Rent due
h reunder to the assignee named in the most recent assignment
o notice of assignment filed with the CITY, or at the
d rection of the AUTHORITY, or the Trustee pursuant to the
t rms of the Mortgage and Indentur to the Trustee.
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Section 11. 2. Assi nmen and Subleasin b the
C TY. The CITY may sublease the P emises to an Operator
p rsuant to an Operating Agreement approved by the AUTHORITY.
T e CITY may not otherwise assign ' ts obligations or rights
u der this Lease without the writt n approval of the
A THORITY.
Section 11. 3. Restricti n on Mort a e or Sale of
P emises b the CITY. The CITY wi 1 not sell, assign,
t ansfer or convey its interest in the Premises or any portion
t ereof during the Lease Term, wit out the written consent of
t e AUTHORITY and the Bank, provid d that Bank consent is not
n eded to the Operating Agreement r any assignment thereof.
T e CITY and the AUTHORITY will al ow JLT to sell or convey
t e Land provided that the AUTHORI Y and the CITY retain their
r ghts and obligations under this ease.
Section 11.4. Mort a e AUTHORITY. The AUTHORITY
m y enter into the Mortgage withou the prior approval of the
C TY; and the rights of the CITY h reunder shall be subject to
t e terms and conditions of the Mortgage, the Indenture, or
a y subsequent Bond Document.
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ARTICLE TW LVE
EVENTS OF DEFAULT ND REMEDIES
Section 12. 1. Events of Defa lt Defined. The following
s all be "events of default" under this Lease and the terms
" vents of default" and "default" hall mean, whenever they
a e used in this Lease, with respe t to the Premises, any one
o more of the following events:
A. Except in the event f Non-appropriation,
failure by the CITY to pay an Rent or other payment
required to be paid under thi Lease at the time
specified herein and the cont 'nuation of said failure for
a period of fifteen days. ;
B. Failure by the CITY o observe and perform any
covenant, condition or agreem nt on its part to be
observed or performed, other han as referred to in
paragraph A of this Section, or a period of thirty (30)
days after written notice spe ifying such failure and
requesting that it be remedie has been given to the CITY
by the AUTHORITY, unless the UTHORITY shall agree in
writing to an extension of su h time prior to its
expiration; provided, however, if the failure stated in
the notice cannot be correcte within the applicable
period, the AUTHORITY will no unreasonably withhold its
consent to an extension of su h time if corrective action
is instituted by the CITY wit in the applicable period
and diligently pursued until he default is corrected.
C. The filing by the CI Y of a voluntary petition
in bankruptcy; or the filing against the CITY of an
involuntary petition in bankru tcy which is not dismissed
within 120 days; or failure b the CITY promptly to lift
any execution, garnishment or attachment of such
consequence as would impair th ability of the CITY to
carry on its governmental or p oprietary function; or
adjudication of the CITY as a ankrupt; or assignment by
the CITY for the benefit of cr ditors, or the entry by
the CITY into an agreement of omposition with creditors;
or the approval by a court of ompetent jurisdiction of a
petition applicable to the CIT in any proceedings
instituted under the provision of the Federal Bankruptcy
Statute, as amended, or under ny similar acts which may
hereafter be enacted.
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D. The vacation or aban onment by the the CITY of
the Premises for a period of 0 days.
T e provisions of this Section 12. and Section 12. 2 are
s bject to the following limitatio : if by reason of
u controllable circumstance the CI Y is unable in whole or in
p rt to carry out its obligations nder this Lease with
r spect to the Premises, other tha its obligation to pay Rent
w th respect thereto which shall b paid when due not with-
s anding the provisions of this pa agraph, the CITY shall not
b deemed in default during the co tinuance of such inability.
T e CITY agrees, however , to remed with all reasonable
d' spatch the cause or causes preve ting the CITY from carrying
o t its obligations under this Lea e.
Section 12. 2. Remedies n Default. Whenever any
e ent of default referred to in Se tion 12. 1 hereof shall have
h ppened and be continuing with re pect to the Premises, the
A THORITY with the approval of the Phase I Trustee and the
B nk may, without any further dema d or notice, to take one or
a y combination of the following r medial steps:
A. The AUTHORITY, with r without terminating this
Lease, may repossess the Prem ses or any portion thereof
by giving the CITY written no ice to vacate the Premises,
whereupon the CITY shall do s in the manner provided in
Section 12. 3; or in the event the CITY fails to do so �
within ten (10) days after re eipt of such notice, the
AUTHORITY may enter upon the remises and take possession
of the Premises and charge th CITY for costs incurred in
repossessing such portion of he Premises, including
reasonable attorneys' fees. he CITY hereby expressly
waives any damages occasioned by such repossession. If
this Lease has not been termi ated, the AUTHORITY shall
return the Premises or any po tion thereof to the CITY at
the CITY' s expense when the e ent of default is cured.
The AUTHORITY' S repossession f Premises as provided
herein shall not affect or im air the obligation of the
CITY to pay Rent.
B. If the AUTHORITY ter inates this Lease and takes
possession of the Premises or any portion thereof, the
AUTHORITY shall have the righ to sell the Premises or
any portion thereof in a comm rcially reasonable manner
at public or private sale in ccordance with applicable
State laws. The AUTHORITY sh 11 apply the proceeds of
such sale to pay the followin items in the following
order; (1) all costs incurred in securing possession of
39
i
the Premises; (2) all expens s incurred in completing the
sale; and (3) the balance of any Rent owed by the CITY.
Any sale proceeds remaining after the requirements of
Clauses (1) , (2) , and (3) ha e been met may be retained
by the AUTHORITY.
C. The AUTHORITY may ta e any other remedy
available at law or in equity to require the CITY to
perform any of its obligation hereunder.
Section 12. 3 . Return of Premises. Upon the
ermination of this Lease or expir tion of the Lease term, the
ITY shall vacate the Premises in he condition, repair,
pearance and working order requi ed in Section 8. 2; and the
ITY shall additionally, in the ma ner as may be specified by
he AUTHORITY: (i) execute such do uments as the AUTHORITY
easonably deems necessary to tran fer all of the CITY' s
ight, title and interest in and t the Premises to the
THORITY and (ii) pay all reasona le costs and expenses
ether incurred by the CITY or th AUTHORITY (including
torneys fees) with respect to su h transfer of the Premises.
the CITY refuses to return the remises in the manner
signated, the AUTHORITY may repo sess the Premises and
arge to the CITY the costs of su h repossession or pursue
a y remedy described in Section 12 2.
Section 12.4. No Remed Exclusive. No remedy
c nferred upon or reserved to the UTHORITY by this Article is
i tended to be exclusive and every such remedy shall be
c mulative and shall b� in additio to every other remedy
g 'ven under this Lease. No delay or omission to exercise any
r 'ght or power accruing upon any d fault shall impair any such
r 'ght or power or shall be constru d to be a waiver thereof
b t any such right and power may b exercised from time to
t me and as often as may be deemed expedient by the AUTHORITY
o its assignee. �
�
Section 12.5. A reement to Pa Attorne s ' Fees and
E enses. In the event either par y to this Lease should
d fault under any of the provision hereof and the
n n-defaulting party should employ attorneys and/or incur
o her expenses for the collection f moneys or for the
e forcement of performance or obse vance of any obligation or
a reement on the part of the defau ting party herein
c ntained, the defaulting party ag ees that it will on demand
t erefor pay to the non-defaulting party the reasonable fee of
s ch attorneys and/or such other r asonable expenses so
i curred by the non-defaulting par y.
40 �
I
ARTICLE THI TEEN
GROUND LEASE; MERGER
Section 13 . 1. Reco niti n of and Com liance with
ound Lease. The CITY acknowledg s that the AUTHORITY will
leasing the Land under a Ground Lease. The Ground Lease
all contain no terms and conditi ns that will prevent either
e CITY or the AUTHORITY from ful illing their respective
ligations under this Lease durin the full Lease Term.
ither the CITY nor the AUTHORITY will take any action or in
y way cause the Ground Lease to e terminated prior to the
d of the full Lease Term or earl 'er termination as the case
y be.
Section 13 . 2. No Merger There shall be no merger
this Lease or of the leasehold state hereby created with
ither the Ground Lease or the fee estate in the Premises by
r ason of the fact that the same p rson acquires or holds,
irectly or indirectly, this Lease or the leasehold estate
reby created or any interest her in or in such leasehold
tate as well as either or both ( ) the Ground Lease or the
asehold estate thereby created o any interest in the Ground
ase or such leasehold estate or b) the fee estate in the
emises or any interest in such f e estate.
41
. �'�� ��.3 �
ARTICLE FO RTEEN
ADMINISTRATIVE ROVISIONS
Section 14. 1. Notices. All notices, certificates,
egal opinions or other communica ions hereunder shall be
ufficiently given and shall be d emed given when delivered or
eposited in the United States ma ' 1 in registered or certified
orm with postage fully prepaid t the addresses set forth
elow; provided that the AUTHORIT , the Phase I Trustee and
he CITY, by notice given hereund r, may designate different
ddresses to which subsequent notices, certificates, legal
pinions or other communications ill be sent.
To the AUTHORITYi Executive Director
The Housing and
Revelopment Authority of
the City of Saint Paul
13th Floor, City Hall Annex
25 West Fourth Street
St. Paul, Minnesota 55102
To the CITY: Office of the Mayor
Attention: Budget Office
City Hall
15 West Kellogg Boulevard
St. Paul, Minnesota 55102
To the Phase I Trustee: First Trust Company, Inc.
First Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
Section 14. 2. Bindin E fect. This Lease shall
'nure to the benefit of and shall e binding upon the
UTHORITY and the CITY and their r spective successors and
ssigns.
Section 14. 3 . Severabil ' t . In the event any
rovision of this Lease shall be h ld invalid or unenforceable
y any court of competent jurisdic ion, such holding shall not
'nvalidate or render unenforceable any other provision hereof.
Section 14.4. Amendment Chan es and
odifications. This Lease may be mended or modified only in
riting by the AUTHORITY and the C TY with the approval of the
hase I Trustee and the Bank. The CITY and the AUTHORITY
knowledge that this Lease is int nded to be in effect for
42
he period that Phase I Covered Ob igations remain unpaid and
herefore it may be necessary to a end this Lease to allow the
arketing of such bonds.
Section 14.5. Captions. The captions or headings
'n the Lease are for convenience o ly and in no way define,
imit or describe the scope or int nt of any provision,
rticle, Section or Clause of this Lease.
Section 14.6. Further A surances and Corrective
nstruments. The AUTHORITY and th CITY agree that they will,
rom time to time, execute, acknow edge and deliver, or cause
o be executed, acknowledged and d livered, such supplements
ereto and such further instrument as may reasonably be
equired for correcting any inadeq ate or incorrect
escription of the Premises hereby leased or intended so to
e, or for otherwise carrying out he expressed intention of
his Lease.
Section 14. 7. Execution In Counter arts. This
ease may be simultaneously execut d in several counterparts,
ach of which shall be an original and all of which shall
onstitute but one and the same in trument.
Section 14.8. A licabl Law. This Lease shall be
verned by and construed in accor ance with the laws of the
tate.
IN WITNESS WHEREOF, the UTHORITY has caused this
ase to be executed in its corpor te name by its duly
uthorized officer; and the CITY h s caused this Lease to be
xecuted in its name by its duly a thorized officers, as of
he date first above written.
43
THE HOUSI G AND REDEVELOPMENT
AUTHORITY OF THE CITY OF
SAINT PAU , MINNESOTA
By
, Its
By
Its
TATE OF MINNESOTA )
) SS
OUNTY OF RAMSEY )
On this day of , 1987, before me, a Notary
ublic within and for said County, appeared
nd , to me per onally known, who, being
ach by me duly sworn, did say th t they are respectively the
and
f the HOUSING AND REDEVELOPMENT UTHORITY OF THE CITY OF
AINT PAUL, MINNESOTA, the corpor tion named in the foregoing
nstrument and said instrument wa signed on behalf of said
orporation by authority of its B ard of Commissioners, and
aid and acknowledged said
nstrument to be the free act and deed of said AUTHORITY.
ignature page to Lease Agreement
I .
44
CITY OF S . PAUL, MINNESOTA
LESSEE
(SEAL) By
Its May r
proved as to form: '
And
Its D' rector, Department
Assistant City of Fi ance and Management
Attorney Servi es
And
Its C ' ty Clerk
ATE OF MINNESOTA )
) SS
UNTY OF RAMSEY )
On this day of , 1987, before me, a
otary Public within and for said ounty, personally appeared
norable George Latimer, and
, to me personally known, who, being each by me duly
orn, did say that they are respe tively the Mayor, Director,
partment of Finance and Manageme t Services and City Clerk
f the City of St. Paul, the munic 'pal corporation of the
tate of Minnesota which is a part to the foregoing Lease
greement; that the seal affixed t said Lease Agreement is
he corporate seal of the City; th t said Lease Agreement was
igned and sealed by them on behal of the City by authority
f its City Council; and said Mayo , Director and City Clerk
cknowledged said Lease Agreement o be the free act and deed
f the City.
( otarial Seal)
Notary Public
ignature page to Lease Agreement.
45
EXHIBIT
THE LAN
T e CITY and the AUTHORITY underst nd and agree that a full
1 gal description of the Land will not be available upon
ecution of this Lease. The AUTH RITY agrees to provide a
f 11 legal description of the Land to the CITY when it is
ailable, which description will e incorporated into a
dification of this LEASE that wi 1 be in recordable form.
twithstanding the above a genera description of the Land is
follows:
"TO CO "
EXHIBIT
THE DEVELOPMENT GREEMENT
"TO COME"
, �
�zBZ �
ACTUAL AND CONTINGENT CERTIFICATION
0: The Mayor of the City o Saint Paul, Minnesota
ROM: The Executive Director f the Housing and
Redevelopment Authority of the City of Saint Paul,
Minnesota
ATE:
E: Riverfront Development roject Tax Increment Revenue
Bonds ,
In 1987, the Housing and Red velopment Authority of the
ity of Saint Paul (the "HRA" ) is ued Tax Increment Revenue
onds to finance certain improvem nts in connection with the
iverfront Development Project. he City of Saint Paul (the
'City" ) entered into a Lease date , 1987 as
essee of a public parking ramp ( he "Premises" as defined in
he Lease) with the HRA as Lessor The Lease provides for
ertain Rent to be paid by the Ci y to the HRA if there is an
nticipated shortfall in debt ser ice due on the Bonds.
� Pursuant to Section 6. 2 of t e Lease, the HRA is required
o certify to the Mayor by July 1 of each year the Rent for
he next fiscal year under the Le se. Under Section 5. 2 of
he Lease, the Mayor is required o include the Rent in the
ayor ' s budget recommendation to he City Council for the next
iscal year.
As required by Lease, the fo lowing sets forth the Actual
nd Contingent Rent for fiscal ye r
ctual Rent:
i
1. Phase I Reserve Require ent deficiency $
2. Interest deficiency on onds and
Temporary Phase I Refun ing Bonds
3 . Interest and principal eficiency
on Permanent Phase I Re unding
Bonds
TOTAL $
I
,
C ntingent Rent:
1. Total Phase I Reserve Re uirement $
2. Total Interest due on th Bonds and
Temporary Phase I Refund 'ng Bonds
3 . Total principal and inte est
due on Permanent Phase I Refunding
Bonds
TOTAL $
T e Actual Rent, if any, must be r ceived by the Authority
f om the City by the following dat s in the following amounts:
Date Due Amount Due
THE HOUSI G AND REDEVELOPMENT
AUTHORITY OF THE CITY OF
SAINT PAU , MINNESOTA
By
Its Exe utive Director
I
�
EXHIBIT D
� ADJUSTED RENT CE TIFICATION
O: The Mayor of the City of Saint Paul, Minnesota
ROM: The Executive Director o the Housing and
Redevelopment Authority f the City of Saint Paul,
Minnesota
TE:
: Riverfront Development P oject Tax Increment Revenue
Bonds
rsuant to Section 6. 3 of the Lea e dated , 1987
tween the Housing and Redevelopm nt Authority of the City of
int Paul, Minne�ota as lessor an the City of Saint Paul,
'nnesota, as lessee for the Premi es as defined in the Lease,
e following is a Certification o Adjusted Rent for fiscal
ar This Adjusted Rent C rtification supercedes the
tual and Contingent Rent Certifi ation (copy attached)
p ovided to the City on and sets forth the Rent
p yments due from the City for the remainder of fiscal year
Amount of Actual Rent
Certified on $
Amount of Adjusted Rent $ �
Additional Rent due from City if any) $
Excess Rent paid by or certif ed
to the City (if any) $
A ditional Rent, if any, must be r ceived by the Authority
f om the City by the following dat s in the following amounts:
Date Due Amount Due
A the City' s option, Excess Rent, if any, may either be
r funded to the City or serve as a credit against future Rent
d e under the Lease. Please infor us whether the City
r quests a credit or a refund.
THE HOUSI G AND REDEVELOPMENT
AUTHORITY OF THE CITY OF
� SAINT PAU ' , h1INNESOTA
By
Its Exe utive Director
I
, �'7� /7� �
. � 2 " � " ���
OPERATING SUB�EASE
T is Operating Subleasement ente ed into by and between the
City of St. Paul, Minnesota Municip 1 Corporation ( "Sublessor" )
and Robert/Fillmore Parking Limite Partnership, a trinnesota
Limi ed Partnership ( "Sublessee" ) :
RECITALS
W ereas, there exists a cer ain development agreement
( "De elopment Agreement" ) between R ' ver Properties of St. Paul
Limi ed Partnership, as develop r, and the Housing and
Rede elopment Authority for the Sublessor of St. Paul ( "HRA" ) ;
- W ereas, there exists that ce tain ground lease ( "Ground
Leas " ) between P.iver Properties Li�nited Partnership, as ground
less r, and the Housing and Redevel pment Authority of the City
of aint Paul, Minnesota ( "HRA" ) s ground lessee for certain
air ights within which parking faci ities are to be constructed;
W ereas, pursuant to the Groun Lease and the Development
Agre ment there is to be constructed a parking facility;
W ereas, the Ground Lease encom asses 450 of the stalls to
be onstructed in such facility wh ch are to be publicly owned
purs ant to the provisions of �the Gr und Lease ;
ereas, there exists that cer ain Lease ( "Lease" ) between
the HRA, as lessor, and the Cit of Saint Paul, as lessee,
rela ing to certain matters includi g the leasing of the parking
sta- ls encompassed by the ground lea�e ;
�
hereas, pursuant to the terms o the Lease the City of Saint
Pau may enter into subleases wit an operator of the parking
fac ' lities encompassed by the Ground Lease;
hereas, Sublessee and the Sub essor desire to enter into
suc an Operating Sublease ;
ow, therefore, the parties agree as follows :
ARTICLEII -
LEASE OF PARKI G STALLS
he Sublessor hereby demises, r nts and lets on to Sublessee,
and Sublessee hereby rents, hires and takes from the Sublessor
I
�
I
for he term and on the provision , covenants and conditions
here ' n set forth, those certain 450 parking stalls to be
cons ructed by the HRA pursuant to he terms of the Development
Agre ment, and Ground Lease, toge her with all improvements
now r hereafter constructed hereo (all of which herein are
refe red to as the "Premises" ) . The Premises are located within
the and described on Exhibit A.
ARTICLE
PURPOSE: CONDUCT F BUSINESS �
T e Premises are leased to Sublessee for the purpose of
park ng vehicles and related lawful uses . Such business shall
be perated by Sublessee ' s emplo ees or designees and not
Subl ssor ' s employees or designees .
ARTICLE
TERM
A. D ration and Commencement:
T e term of this Sublease shall be for a period of fifteen
year commencing on date hereof (herein referred to as the
"Co encement Date" ) and ending on December , 2002, subject
to e tension as set forth in Article 33 hereof .
ARTICLE
RENTAL �
S blessor hereby reserves and Sublessee shall pay to Sublessor
with ut offset or demand as rental for the Premises during the
term of this Sublease, the sum f One Dollar per year, due
on he date hereof and each subs quent anniversary, plus the
paym nt of all other expenses and ob igations as set forth herein.
ARTICLE
SERVICE OF N TICES
A. N tices to be in Writin :
A y and all notices and deman s by or from Sublessor to
Subl ssee, or by or from Sublesse to Sublessor , required or
desi ed to be given hereunder sh 11 be in writing and shall
-2-
', be va idl}� given or made if serve either personally or if
deposi ed in the United States mail, certified or re�ist�red,
postag prepaid, return receipt req ested. If such notice or
demand be served by registered or c rtified mail in the manner
herein provided, it shall be deemed ade seventy-two ( 72 ) hours
after the deposit thereof in the U ited States mail addressed
to th party to whom such notice o demand is to be given as
herein fter set forth.
B. Not ce to Sublessee :
Any notice or demand to Subles ee shall be addressed to
Subles ee at 7625 Parklawn Avenue, Edi a, Minnesota 55435 .
C. Not ' ces to Sublessor :
Any notice or demand to Subles or shall be addressed to
Subles or at:
. D. Cha qe of Address :
Any party hereto may change its address for the purpose of
receiv' ng notices or demands as he ein provided by a written
notice given in the manner aforesaid to the other party hereto,
which notice of change of address hall not become effective,
howeve , until the actual receipt thereof by the other party.
ARTICLE 6
POSSESSION OF P EMISES
A. De ' ver of Premises :
Su lessor shall deliver the Prem' ses in good condition and
with he 450 parking stalls containe as described in the Ground
Lease and Development Agreement. As of the date of completion
of th parking facilities as requir d by the Ground Lease and
Devel ment Agreement, the Sublesso agrees the Premises and
impro ments thereon shall be in ood condition and repair,
and i compliance with all applicab e building codes, statutes,
laws, rules and regulations .
B: Su render of Premises :
�Up n the expiration or sooner ermination of the � term of �
this ublease, Sublessee shall, at its sole cost and expense,
. remov its interior and exterior si ns and all of its movable
trade fixtures and equipment which Sublessee has installed or
_3_
� � �s���
plac d on the Premises (all of which are hereinafter referred
to s "Sublessee ' s Property" ) from the Premises and repair all
dam e thereto resulting from such removal and Sublessee shall
the upon surrender the Premises i the same condition as they
wer on the Commencement Date, e cepting ( 1 ) reasonable wear
and tear and ( 2 ) normal incide ts of removing Sublessee ' s
Pro erty.
ARTICLE 7 -
SUBLESSEE'S RULES A D REGULATIONS
Sub essee may during the term hereof impose rules , regulations,
con ract provisions, and prices , rom time to time concerning
the use and renting of the parki g stalls by persons parking
the ' r vehicles in the Premises .
ARTICLE 8
R.EPAIRS AND MA NTENANCE
ublessee, at its expense, sha 1 keep the Premises in good
and clean order and condition, ord ' nary wear and tear excepted,
and will promptly make all neces ary or appropriate repairs,
rep acements and renewals thereof, whether interior or exterior,
str ctural or nonstructural, rdinary or extraordinary.
Sub essee, at its expense shall p omptly comply with all State
and Federal Laws and other legal requirements , and agrees to
pro ure, maintain and comply wit all permits , licenses and
oth r authorizations required for t e proper repair, maintenance,
and use of the Premises .
ARTICLE 9
ALTERATI NS
ublessee shall not make or suffer to be made any structural
cha ges, alterations or additions to the Premises or any part
the eof without the written conse. t of Sublessor first had and
� obt ined, which consent shall n t be unreasonably withheld.
-4-
Nny changes, alterations or additions in or to the Premises
sha 1 become at once a part o the Premises , e;{cept for
Sub essee ' s trade fixtures, equipmen and furnishings .
ARTICLE 0
RF�L PROPERT TAXES
f the Premises are not exempt from real estate tar.es and
ass ssments in Sublessee ' s use a d if installments o� real
pro erty taxes and assessments ( " eal Estate �axes" ) relating
to he Premises become due, Sublessee shall pay the same which
bec me due each year during the t rm hereof . In the event the
ter of this Operating Sublease be ins or terminates other than
- on he last day of a calendar year, such Real Estate Tar.es shall
be prorated on a calendar year asis and Sublessee shall be
lia le for only its pro rata share of such Real Estate Taxes .
ARTICLE 11
UTILITI S
ommencing with occupancy by S blessee, Sublessee shall pay
bef r.e delinquency, at its sole cost and expense, all charges
for water, gas, heat, electricit , power, telephone service,
sew r service charges and sewer r ntals charged or attributable
to he Premises, and all other s rvices or utilities used in,
upo or about the Premises by Suble see or any of its subtenants,
lic nsees or concessionaires during the term hereof .
ARTICLE 12
INSURAN E
A. S blessee ' s Certificates of Insur nce :
• certificate issued by the ins rance carrier for each policy
of insurance required to be main ain-ed by Sublessee hereunder
sha l be delivered to Sublessor on r before occupancy by Operator �
and thereafter, as to policy rene als, within thirty ( 30 ) days
. pri r to the expiration of of t e term of each such policy.
Eac of said by Sublessee here nder shall be delivered to
Sub essor on or before Sublessee ' s occupancy and thereafter,
as to policy renewals, within thirty ( 30 ) days prior to the
exp' ration of of the term of eac such policy. Each of said
cer ificates of insurance and each such policy of insurance
req ired to be maintained by Subl ssee hereunder shall include,
if easonably available, the expres waiver of any and all rights
-5-
' of s brogaticn as required hereu der and shall contain an
endor ement or provision requiring not less than thirty ( 30 )
days ritten notice to Sublessor prio to the cancellation.
B. Wa ver :
Su lessee and Sublessor mutually waive any and all rights
of r covery from the other, its of icers, agents and employees
for a y loss or damage, including c nsequential loss or damage,
cause by any peril or perils (in luding negligent acts ? for
which there is insurance in each form of insurance policy required
to be maintained by Sublessee hereund r.
C. Su lessee ' s Insurance:
Su lessee shall upon occupancy of the Premises and thereafter
at al times during the term hereof, t its sole cost and expense,
procu e and maintain in force and ffect a policy or policies
of s andard form of public Iiabil ' ty insurance in an amount
of a least $5, 000, 000 combined ingle Iimit and fire with
exten ed ( "comprehensive" ) coverage insurance cavering the
Premi es, and the improvements the eon in an amount equal to
the f 11 insurable value thereof . ublessee shall be the named
insur d (and at Sublessee ' s optio any other persons , firms
or c rporations designated by Sub essee) the Sublessor shall "
be a additionally named insured under each such policy of
insur nce.
ARTICLE 1
SIGNS
Su lessee may place on the ext rior of the Premises such
signs awnings, canopies, marqu es, advertising matters,
decor tions, letterings , or other sim' lar matters with the written
conse t of Sublessor first had and btained, which consent shall
not b unreasonably withheld.
Subl ssee shall have the right, at its sole cost and expense,
to e ct and maintain within the i terior of the Premises all
signs and advertising matter cu tomary or reasonable and
appro riate in the conduct of Subless e ' s business .
ARTICLE 1
EMINENT DO IN
A. Su lessor and Sublessee to O ose ondemnation.
Su lessor and Sublessee agree to use all governmental powers
and her legal means at their dis osal to oppose and prevent
i
-6-
�' the aking of all or any portion of the Premises or any interest
ther in by exercise of the power o eminent domain, by whomever
soug to be exercised, unless such pposition is mutually waived
by S lessor and Sublessee in writin .
B. C demnation ; Use of Condemnation Award.
I , at any time during the term of this Operating Sublease,
titl to the whole or substantiall all of the Premises shall
be t ken ir. condemnation proceedin s by any right of eminent
doma ' , or by purchase in lieu the eof, this Operating Sublease
shal terminate with respect to t e taken Premises and expire
on t e date of such taking and the R nt and other charges payable
here der shall be apportioned an paid �to the date of such
taki . For purposes of this sec ion, "substanitally all of
the remises" shall be deemed to ha e been taken if the unta}:en
port ' n cannot be practically and economically used for its
inte ed purposes.
. I the event of any such taking and the termination of this
Oper ing Lease with respect to the taken Premises , the
cond nation award relating to the remises shall be paid first
to t e reasonable costs and expen es in connection with such
proc ding, and then used for th reconstruction of the new
Premi es substantially similar to hose of the taken Premises .
In t e event of such reconstructi n, this Operating Sublease
shal continue with respect to he new Premises . If such
const uction is not economically easible or practical, then
the ward shall be apportioned to the Sublessor and Sublessee
based upon the value of their res ective interests under this
Opera ing Sublease. Notwithstandin the foregoing, any award
relat ' ng to the fee title in the Lan rather than the improvements
on t e Premises shall be paid dire tly to the lessor under the
Grou Lease.
C. Te orar or Partial Takin .
�
I the event of a temporary equisition, condemnation or
taki by eminent domain (or pur hased in lieu thereof } , or
in t e event substantially all of the Premises has not been
so r quisitioned, condemned, or t ken (or purchased in lieu
there f ) , this Operating Sublease s all not terminate and shall
remai in full effect. In the ev nt of any such taking, the
conde nation award relating to the remises shall be paid first
to t e reasonable costs and expen es in connection with such
proce ding, and then utilized by ublessee in the repair and
rebui ding of the Premises as near y as possible to its value,
condi ion and character as it exist d immediately prior to such '
cond nation. Notwithstanding the oregoing, any award relating
. to t e fee title in the Land rat er than the improvements on
the remises shall be paid direct y to the lessor under the
Grou Lease.
_�_
ARTICLE 5
CASUALTY OSS
f, at any time during the ter of this Operating Sublease,
the Premises, or any part thereof, shall be damaged or destroyed
by ire or other casualty of any kind or nature, ordinary or
ext aordinary, foreseen or unfore een, the Sublessee, to the
ext nt of insurance proceeds sh 11 proceed with reasonable
dil ' gence to repair, alter, resto e, replace and rebuild the ,
Pre ises as nearly as possible o its value, condition and
cha acter as it existed immediately prior to such damage or
des ruction. All insurance money paid under the policies of
ins rance required by this Operat ' ng Sublease less the cost,
if ny, incurred in connection wit the adjustment of the loss
and the collection thereof, shall deposited with the Trustee
as efined in the Ground Lease an applied exclusively to the
pay ent of the cost of the -c•;ork nd shall be paid from time
to ime ( less appropriate retainage ) as work progresses .
ARTICLE 16
ASSIGNMENT AND UBLETTING
ublessee may assign, mortgage, ledge, hypothecate or encumber
thi Sublease or the leasehcld state hereby created or any
int rest herein, or sublet the Pr mises or any portion thereof
wit the prior written consent of S blessor, which written consent
sha 1 not be unreasonably withheld. �
In acidition, Sublessee may lease, license or otherwise sell
and grant parking privileges within tne Premises upon such rates,
ter s and conditions as Sublessee in its sole discretion may
dee apropriate.
ARTICLE 17
DEFAUL
A. o*ice and Termination, Sublesso ' s 0 tions :
n the event that:
1 ) Sublessee shall after 3 days written notice from
Sub essor remain in default in the ayment of annual rent required
to e paid hereunder ;
( 2 ) Sublessee shall default in the performance of any other
pro ision, covenant or condition f this Sublease on the part
of Sublessee to be kept and perfor�ned and such default continues
for thirty ( 30 ) days aft�r writtenl notice thereof from Sublessor
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to Su lessee ; provided further, ho ever, that if, the default
cor�,pl ined of in such notice is of such nature that the same
can b rectified or cured, but cann t with reasonable diligence
be do e within said thirty ( 30 ) da period, then such default
shall be deemed to be rectified or cured if Sublessee shall,
withi said thirty ( 30 ) day period, commence rectificdtion and
shall thereafter complete such r ctification with all due
dilig nce; or
( 3 ) Any event shall occur which shall be a breach of any
provi ion of Article 19 hereof .
then nd in any such event (and in ddition to all other rights
and r medies it may have according o this Sublease, or by law
or eq ity provided ) Sublessor, at ts option, shall have the
follo ing rights : �
( i ) The right, after an additio al 15 days written notice
. from ublessor to Sublessee of his in ent to terminate the lease,
to de lare the term of this Subleas� ended and to re-enter the
Premi es and take possession thereo , and to terminate all of
the r ' ghts of Sublessee in and to the Premises ; or
(i ' ) The right without declaring the term of this Sublease
ended, immediately without further notice bring an unlawful
detai r proceeding and to re-enter the Premises and to occupy
the s me, or any portion thereof, or the lease the whole or
any p tion thereof :
Pu suant to said rights of re-e try, Sublessor may remove
all p sons from the Premises using s ch force as may be necessary
there r and may, but shall not b obligated to, remove all
prope y therefrom, including but � ot limited to Sublessee ' s
Prope y and may, but shall not be obligated to, enforce any
right Sublessor may have against said property, or store the
same n any public or private war house or elsewhere at the
cost nd for the account of Subles ee or the owners or owner
there . Anything contained h rein to the contrary
notwi standing, Sublessor shall not e deemed to have terminated �
this ublease or the liability of Sublessee to pay any rent
or o her sum of money thereafter to accrue hereunder, or
Sublessee ' s Iiability for damages u der any of the provisions
hereo , by any such re-entry, or by any action in unlawful
detai r or otherwise to obtain p ss�ssion of the Premises,
unless Sublessor shall have notifie Sublessee in writing that '
it ha so elected to terminate this S blease and waive its rights
. to pr eed against Sublessee for such rent and damages . Sublessee
coven ts and agrees that the servic by Sublessor of any notice
pursu t to the unlawful detainer statutes of the State of
Minne ta and the surrender of posses ion pursuant to such notice
shall not (unless Sublessor elects o the contrary at the time.
of , o any time subsequent to, the ervice of such notice, and
Suble sor ' s election be evidenced by written notice thereof
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. to Su lessee ) be deemed to be a te mination of this Sublease,
or th termination of any liabilit of Sublessee hereunder to
Suble sor.
Su lessor may also restrain any reach or threatened breach
of an covenant, agreement, term, p ovision or condition herein
contai ed. Moreover, the mention her in of any particular remedy
shall not preclude Sublessor from an other remedy it may have,
eithe in law or in equity.
B. �:ai er of Default:
Th waiver by Sublessor or Subles ee of any default or breach
of an of the provisions, covenan s or conditions hereof on
the p rt of Sublessee or Sublessor to be kept and performed
shall not be a waiver of any pre �eding or subsequent breach
of th same or any other provisi ns , covenant or condition
conta ' ed herein. The subsequent cceptance of rent or any
other payment hereunder by Subless e to Sublessor shall not
be co strued to be a waiver of any p eceding breach by Sublessee
of an provision, covenant or .condi ion of this Sublease other
than he failure of Sublessee to p y the particular rental or
other payment or portion thereof o accepted, regardless of
Subles or ' s knowledge of such prece ing breach at the time of
accep nce of such rental or other pa ment. . .
ARTICLE 1
DEFAULT BY SUB ESSOR
It is agreed that in the event Su3�lessor fails or refuses
to pe form any of the provisions , icovenants or conditions of
this ublease on Sublessor ' s part to be kept or performed,
Subles ee, shall, prior to exerci ing any right or remedy
Subles ee may have against Sublesscr on account of such default,
give thirty ( 30 ) day written n tice to Sublessor of such
defau , specifying in said notic the default with which
Subles or is charged; provided fur her, that if the default
compla ' ned of in such notice is of uch a nature that the same
can be rectified or cured by Sublesso , but cannot with reasonable
dilige ce be rectified or cured w ' thin said thirty ( 30 ) day
. period, then such default shall be deemed to be rectified or
cured if Sublessor within said th ' rty ( 30 ) day period shall
have ommenced the rectification an curing thereof and shall
contin e thereafter with all due diligence to cause such
rectif ' cation and curing to proceed and so does complete the
same, ith the use of diligence as a� resaid.
� Up Sublessors failure to cur the default within the
appli, ble cure period, Sublessee . m y ( 1 ) bring an action for
damage , ( 2 ) bring an action to enjoi the default, ( 3 ? terminate
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' the perating Sublease, or ( 4 ) se k any other remedies which
it ma have in law or equity.
ARTICLE 1
INSOLVENCY, ETC. , F SUBLESSEE
A. Br ach of Sublease :
Th filing of any petition in ba kruptcy, or the adjudication
of S blessee as a bankrupt or in olvent, or the appointment
of a receiver or trustee to t ke possession of all or
subst ntially all of the assets f Sublessee, or a general
assig ment by Sublessee for the benefit of creditors, or any
actio taken or suffered by Sublesse under any state or Federal
insol ency or bankruptcy act, or any similar law now or hereafter
� in e fect, including without limi ation, the filing of any
petit on for� or in reorganization ;� or should the Premises or
any rtion thereof be taken or se ' zed under levy of execution
or a tachment against Sublessee, nd the continuance of the
same n effect for a period of thirt ( 30 ) days, shall constitute
a br ach of � this Sublease and in uch event Sublessor may at
its ption terminate this Sublea e upon written notice to
Suble see.
B. 0 ration of Law:
It is understood and agreed that neither this Sublease, nor
any i terest herein or hereunder, no any estate �hereby created,
in f vor of Sublessee, shall pass by operation of law under
any S ate or Federal insolvency or b nkruptcy act, or any similar
law n w or hereafter in effect, to an trustee, receiver, assignee
for - he benefit of creditors, or ny other person whomsoever
witho t the express written consent of Sublessor first had and
obtai ed therefor. Any purported t ansfer in violation of the
provi ions of this Article shall c nstitute a breach of this
Suble se by Sublessee.
ARTICLE 2
INDEMNIFICATION OF SUBLESSOR
Su Tessee hereby covenants and agrees to indemnify, save
and old Sublessor free, clear and harmless from any and all
� claim , liability, out-of-pocket cos s, penalties, or judgments,
arisi g out of or by reason of, S blessee ' s use or occupancy
of th Premises or any part of the Project Property, including,
but n t limited to, the use or occu ancy by Sublessee ' s agents,
emplo ees, servants, contractors subtenants, licensees,
conce sionairies, customers or business invitees . This
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, indemn fication shall not apply to an such matters to the extent
caused by the negligent or willful acts of the Sublessor.
Subles or shall allow Sublessee ' s re sonably qualified attorney
to re resent Sublessor in connectio with any such matters to
be ind mnified by Sublessee.
ARTICLE 21
FORCE MAJEU E
Sti'he ever a day is appointed her in on which, or a period
of tim is appointed within which, either party hereto is required �
to do or complete any act, matter r thing, the time � for the
doing or completion thereof shall e extended by a period of
time qual to the number of days on or during which such party
is pr ented from, or is unreasonabl interfered with, the doing
or co pletion of such act, matter o thing because of strikes ,
lock-o ts, embargoes , unavailabilit of Iabor or materials,
wars, insurrections, rebellions, declaration of national
emerge cies, acts of God, or other causes beyond such party ' s
reason ble control ( financial inab' lity excepted ) ; provided,
howeve , nothing contained in this Ar icle shall excuse Sublessee
from he prompt payment of any rent 1 or other charge required
of Su lessee hereunder except as may be expressly provided
elsewh re in this Sublease.
ARTICLE 2
AOLDING OV R
In he event Sublessee shall hold ver or remain in possession
of th Premises with and only with the express written consent
of Su lessor after the expiration f the stated term of this
Sublea e, or any written er.tension or renewal of the term of
this ublease, such holding over or continued possession shall
create a tenancy from month to mnnt only, and shall otherwise
(excep for term) be upon the same erms and conditions as are
herein set forth so far as the same a e applicable.
A.RTICLE 2
OFFSET STAT NT
Su lessee and the Sublessor agree that at any time and from
time o time during the term of th s Sublease, and within ten
( 10 ) ays after demand therefor by t e other, or to any proposed
mortg ee, trustee, beneficiary or purchaser, to execute a
certificate in recordable form cer ifying to : the essential
. terms of the Sublease that this Su lease is in full force and
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eff ct, that there are no defen es or offsets thereto known
by he party so certifying (or st ting such defenses or offsets
as re claimed) , the dates to whic all rentals have been paid,
and such other information as may b reasonably necessary.
ARTICLE 24
CANCELLATION N T MERGER
he voluntary or other surrender �of this Sublease by Sublessee,
or a mutual cancellation thereof, or the termination thAreof
by Sublessor pursuant to any prov sion contained herein, snall
not work a merger, but at the opt ' on of Sublessor shall either
ter inate any or all existing appr ved subleases or subtenancies
- her under, or operate as an assig ment to Sublessor of any or
all of such subleases or subtenancies .
ARTICLE 25
AUTHORITY AND QUIF.T POSSESSION
he Sublessor hereby warrants th�t it has authority to execute
and perform this Sublease during the entire term hereof (including
any extensions ) . The Sublessor fu ther coventants and warrants
tha upon paying the rentals and o her payments herein required
fro Sublessee, and upon Sublessee ' s performance of all of the
pro isions, covenants and conditi ns of this Sublease on its
par to be kept and performed, th Sublessee may quietly have,
hol and enjoy the Premises durin the term of this Sublease
and any extensions thereof ; provide , however, that the foregoing
cov nant and warranty shall not pply in the event there is
a d fault by the City of HRA und r the Indenture (as defined
in he Ground Lease ) which does not relate solely to the failure
of he City or HRA to pa}� the Le sehold Mortgage . The HRA and
Sub essor agree to use their best fforts to issue the permanent
• bon s so as to make the Premises fr e and clear of any Leasehold
Mor gage prior to the seventh annive sary hereof .
ARTICLE 6
NO PARTNER HIP
nything contained herein to he contrary notwithstanding,
Sub essor does not in any way or fo any purpose become a partner
of ublessee in the conduct of it business, or otherwise, or
a j int venturer or member of a joint enterprise. with Sublessee
her under.
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ARTICLE 7
REMEDIES CUMtT TIVE
T various rights, options, elections and remedies of
Subl sor and Sublessee contained in this Sublease shall be
cumu tive and no one of them sha 1 be construed as exclusive
of a y other, or of any right, p iority or remedy allowed or
provi ed for by law or equity, unless expressly waived or
prohi ited in this Sublease.
T failure of Sublessor to seek redress for violation of, '
or t insist upon the strict perf rmance of, any covenant or�
condi ion of this Sublease shall n t prever�t a subsequent act,
whic would have originally constit ted a violation, from having
all he force and effect of an orig nal violation. No covenant,
agre ent, term, provision or cond ' tion of this Sublease shall
be d emed to have been waived unles such waiver be in writing,
signe by the party to be charged r its agent duly authorized
in w iting. Consent to any �act o matter must be in writing
and hall apply only with respect to the particular act or matter
in w ich such consent is given and shall not relieve the other
from obligation wherever required u der this Sublease to obtain
conse t to any other act or matter. � �
ARTICLE 8
PARTIAL INV IDITY
If any term, provision, covenant r condition of this Sublease
shou be held by a court of compete t jurisdiction to be invalid,
void or unenforceable, the remain er of this Sublease shall
conti ue in full force and effect an shall in no way be affected,
impai ed or invalidated thereby.
ARTICLE 9
RECORDATI N
T is 3ublease shall not be reco ded, but the parties shall,
at t e request of the City or Su lessor, execute and deliver
a me orandum hereof, in recordabl form, sufficient to give
cons uctive notice of the lease old estate hereby created,
and aid memorandum may be filed or record in the . office of
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'' the ounty Recorder and/or Registr r of Titles of the county
in w �ch the Premises are located.
ARTICLE 0
TIME OF THE E SF.'NCE
T me is of the essence of this S blease and all of the terms,
prov sions, covenants and conditions hereof .
�
ARTICLE 1
CAPTIONS, PRONOUNS, INTERPRE ATION, AND AMENDMENTS
� A. C tions :
T e captions appearing at the commencement of the major
Sect ons and Articles hereof, an in any paragraph thereof,
are escriptive only and for conv nience in reference to this
Subl ase and shall not be used in co struing this Sublease.
B. P onouns :
2d sculine or feminine pronouns hall be substituted for the
neut r form and vice versa, and th plural shall be substituted
for he singular form and vice ve sa, in any place or places
here n in which the context re uires such substitution or
subs itutions . • .
C. I ter retation:
( ) Law: The laws of the Sta e of Minnesota shall govern
the alidity, construction and effec of this Sublease.
( ) Covenants : Whenever in t is Sublease any words of
obli ation or duty are used in c nnection with either party,
such words shall have the same forc a�d effect as though framed
in he form of express covenants on the part of the party ,
obli ated.
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ARTICLE 2
SUCCESSORS AND ASSIGNS
T e terms provisions, covenant and conditions contained
in his Sublease shall apply to, b nd and inure to the benefit
of he heirs, executors, administr tors, legal representatives,
succ ssors and assigns (where assign ent or transfer is permitted
unde Article 16 ) of Sublessor and S blessee, respectively.
ARTICLE 3
OPTION TO E TEND
Prov' ded this Sublease is in full force and effect, Sublessee
shal have the right to extend th term of this Sublease for
the Premises beyond the initial term for one additional fifteen
( 15 ) year term and one additional t n ( 10 ) year term thereafter.
The 15-year extension, if exercise shall commence on the 15th
anni ersary of the Operating Sublea e and the 10-year extension, "
if xercised shall commence on the 30th anniversary of the
Oper ting Sublease. In order to ex rcise said option, Sublessee
shal notify Sublessor in writing prior to the expiration of
the hen current term (i .e. the exp ' ration of �he initial 15-year
term or, if applicable, the expirat ' on of the 15-year extension )
that �ublessee desires such extension. Such extension shall
be pon the same terms, provision , covenants, and conditions
as re contained in this Sublease (except as to the duration
of he term herein, which shall be modified to reflect the
dura ion of the extension) . '
ARTICLE 4
OPTION TO PU CHASE
A any time after the Leasehol Mortgage has been released
from the Premises or satisfied, Su lessee shall have the option
of urchasing the Facilities , as efined in the Ground Lease,
� upon price and terms to be negotiated between the parties,
toge her with Sublessee assuming 11 obligations of the City
and HRA under the Ground Lease ( nd having the City and HRA
be r leased from such obligations ) .
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� ARTICLE 35
TERMINATION OF LEASE D HRA ATTORNMENT
he HRA hereby joins in the greement for the purpose of
agr eing that upon the terminati n of the Lease between the
HRA and the City, the HRA shall succeed to the interests of
the City under this Operating Su lease, and that the HRA and
Sub essor shall attorn to each othe and continue the performance
of he Operating Sublease.
CIT OF SAINT PAUL OBERT/FILLb10RE PARKING LINITED
ARTNERSHIP
Byy _ _. .. _.._._ _ _ _ _ .__ ..__.__._ _... _ . .. _ . .
Its . ,. ts -,,_. ___._._ ...._. _._._..- --_.._._._._------_.._ .. . _ _._
and
By .
Its . . _ . ..
- CONSEN ,
he Housing and Redevelopment A thority of the City of Saint
Pau hereby joins in this Sublease for the purpose of consenting
and agreeing to Article 35 of this perating Sublease:
OUSING AND P.EDEVELOPMENT
AUTHORITY OF THE CITY OF
S INT PAUL
B - . _ .... ._. __ . . _ _ _ _.._..._ _. __ . . . _
It s - .. -, --- -._ _ _. ._ __.._.._-- - - - -- - ---
a d
g _._..._ ..._..._..._ _. _ _.. _....__._.__._ _ _ _. _ ._ .
It s . . _._. _ __.._ . _ _ ._ ._._ _ ._._--.- - _ _. . . ..
� � � `� �i�-�-�
52 y MLI 11/30/87
INTER-AGENCY AGR F.1�NT
BET'WE�N
THE: HOUSING AND E2EDEVEIAP NT AUTHORITY
OF T�LG C1TY OF SAI T PAUL
ANll THF
C1TY OF SAINT PAUL, INNESOTA
DATED AS OF DECF.MBE l, 1987
THIS AGREEMENT dated as of Dece ber 1, 1987, by and
be ween The Housing and Redevelopmen Authority of the City of
Sa nt Paul, Minnesota , a body politi and corporate (the
"A THORITY" ) and the City of Saint P ul , a municipal
co poration of the State of Minnesot (the "CITY" ) .
WITNESSETH-
WHEREAS:
A. The AUTHORITY and the CITY ave established, pursuant
to the Act, the Joint Powers Agreeme t (these terms and any
ot er capitalized terms used herein re defined in Section 1-1
he eof) , the Redevelopment Project A ea , the Redevelopment
P1 n and the Tax Increment Financing Plan therefor; and
B. In order to achieve the obj ctives of the
Re evelopment Plan, the AUTHORITY wi 1 provide substantial aid
an assistance through the issuance f the Bonds to finance a
po tion of the Public Costs set fort in i:he Tax Increment
Fi ancing Plan; and
C. To facilitate the issuance nd provide security for
th Bonds the AUTHORITY and the CITY will enter into a Lease
an a Joint Powers Agreement; and
D. The Lease provides, in part that the CITY agrees to
pa Rent to the AUTHORITY in the amo nt and in the manner set
fo thin Article Six of the Lease; an
E. The Joint Powers Agreement rovides, in part, that in
th event the Lease is terminated or is not appl.icable and the
AU HORITY issues Authorized Bonds, t e CITY agrees to make
Ac ual Payments and Adjusted Actual ayments in the amount and
in the manner set forth in Section 1 3 , paragraph 7 of the
Jo nt Powers Agreement; and
i �
F. In the event such Rent paym nts, Actual Payments of
Adjusted Actual Payments are in fact made by the CITY, the
AU HORITY and the CITY desire that t is Agreement specify the
te ms under which the CITY will be r imbursed the amount of
su h payments.
NOW, THERrFORE, the CITY and th AUTHORITY, each in
co sideration of the mutual covenan s and agreements herein
co tained, covenant and agree as fol ows:
Section 1-l . Definitions.
Act: collectively, Minnesota S atutes, Section 471 . 59 ,
Se tions 469.001 through 469 . 047 (fo merly, Minnesota
St tutes, Chapter 462) , Minnesota St tutes, Sections 469 . 124
th ough 469. 134 (formerly, Minnesota Statutes, Chapter 472A) ,
an Minnesota Statutes, Sections 469 174 through 469. 179
(f rmerly, the Minnesota Tax Increme t Financing Act) , as
am nded;
Actual Rent: the rent payments to be paid by the CITY to
th AUTHORITY under Section 6 . 2, par graph A of the Lease;
Adjusted Rent: the rent paymen s required to be paid by
th CITY to the AUTHORITY under Sect �on 6 . 3 of the Lease;
Authorized Bond Document: the ndenture and any other
bo d resolution or indenture of trus under which any
Au horized Bonds are issued and secu ed;
Authorized Bonds: (a) all Phas I Covered Obligations
an (b) any other Tax Increment Bond� issued by the AUTHORITY
to finance or refinance Project Cost and authorized by a
re olution of the City Council as pa able from Actual Payments
as provided under Section 1-3 , paragraph 7B, clause ii , iii
an iv of the Joint Powers Agreement;
AUTHORITY: The Housing and Re evelopment Authority of
t City of Saint Paul, Minnesota;
Bank Notes: the meaning given that term in Section 1-1
o the Indenture;
Bonds: collectively, the Seri s A Bonds and the Series B
B ds;
CITY: the CITY of Saint Paul , Minnesota;
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Indenture: the :Indenture of Tr st, dated ,
by and between the AUTHORITY and Fir t Trust Company, Inc. , as
th same may from time to time be am nded or supplemented as
th rein provided;
Joint Powers Agreement: the ag eement dated December l,
19 7, entered into by and between th AUTHORITY and the CITY
pu suant to which they, among other hings, jointly covenant
to establish the Redevelopment Proje t Area and Tax Increment
Di trict and adopt the Redevelopment Plan and Tax Increment
Fi ancing Plan;
Lease: the lease dated _ , 1987, pursuant to
wh' ch the AUTHORITY leases a parking ramp to the CITY to
fa ilitate issuance of the Bonds;
i
Permanent Bonds: any obligatio s of the AUTHORITY that
ar not Temporary Bonds;
Permanent Phase I Refundin Bon s: any Permanent Bonds
of the AUTHORITY issued to refund th Bonds or any Temporary
Ph se I Refunding Bonds;
Phase I Covered Obligations: B nds, Temporary Phase I
Re unding Bonds and Permanent Phase Refunding Bonds.
Phase I Pro�ect: the Public Im rovements and Private
Im rovements;
Private Improvements: the mean 'ng given that term in
Se tion 1-1 of the Indenture;
Project Costs: all costs permi ted by the Act to be
fi anced by the Tax Increment Bonds nd authorized by the Tax
In rement Financing Plan;
Public Improvements: the meani g given that term in
Se tion 1-1 of the Indenture;
Redevelopment Plan: the Redeve opment Plan for the
Re velopment Project Area approved y the AUTHORITY and the
CI pursuant to Minnesota Statutes, Sections 469. 001 through
46 . 047, and Minnesota Statutes, Sec ions 469. 124 through
46 . 134 , respectively, as the same m y be amended from time to
ti ;
Redevelopment Project Area : th Riverfront Redevelopment
Pr ject Area established by the AUTH RITY and the CITY
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pur uant to the Joint Powers Agreement, Minnesota Statutes,
Se tions 469 . 001 through 469. 0�17, an Mi.nnesota Statutes,
Se tions 469. 124 through 469 . 134 , re pectively, the legal
de ription of which is set forth on Exhibit A to the
In enture, as the same may be amende from time to time;
Rent: Actual Rent and Adjusted Rent;
Series A Bonds: the tax-exempt temporary tax increment
re enue bonds originally issued purs ant to the Indenture in
th aggregate principal amount of $ to finance the
Pu lic Improvements;
Series B Bonds: the taxable te porary tax increment
re enue bonds originally issued purs ant to the Indenture in
th aggregate principal amount of $ to finance
th Private Improvements;
Tax Increment Act: Minnesota S atutes, Sections 469 . 174
to 469 . 179, as amended;
Tax Increment Bonds: all bonds nd other obligations
pa able from Tax Increments;
Tax Increment District: the ta increment financing
di trict designated as the Riverfron Tax Increment Financing
Di trict and established as a redevelopment district under the
Ta Increment Act by the AUTHORITY a d the CITY pursuant to
th Act, this Joint Powers Agreement and by resolutions
ad pted on , 1987, and , 1987,
re pectively, as the same may be am nded from time to time;
Tax Increment Financing Plan: the Tax Increment
F� ancing Plan adopted by the AUTHOI�ITY and the CITY on
, 1987, and �, 1987, respectively, as
t same may be further amended fro time to time;
Tax Increments: all of the ta increments received by
t e AUTHORITY pursuant to the Act f om the County Treasurer of
R msey County with respect to the T x Increment District;
o her than any tax increment from a y property in the Tax
I crement District which is release from the pledge created
u der any Authorized Bond Document �ursuant to the terms
t ereof;
Temporary Bonds: any bonds or other obligations,
i cluding without limitation the Ba k Notes, of the AUTHORITY
w th either ( i) an initial term of hree years or less, ( ii ) a
4
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pr vision that requires purchase the eof within three years of
it issuance or ( iii ) a provision wh' ch per.mits the holder
th reof to require purchase or redem tion thereof within three
ye rs of its issuance, not including, however , any right of
th holder to accelerate or cause th obligations to be
pr paid or purchased upon the happen ' ng of any designated
, ev nt, such as an event of default o condemnation, damage or
de truction of facilities;
Temporary Phase I Refunding Bon s: any Temporary Bonds
of the AUTHORITY issued to refi.nance or refund the Phase I
Pr ject by refunding the Bonds or by any subsequent refunding,
in luding Bank Notes (to the extent n unreimbursed advance
ha been made) .
Section 1-2. Rules of Interpret�ation.
1 . This Agreement shall be intlrpreted in accordance
wi h and governed by the laws of the State of Minnesota.
2 . The words "herein" and "her of" and "hereunder" and
wo ds of similar import, without ref rence to any particular
se tion or paragraph, refer to this greement as a whole
ra her than to any particular sectio or subdivision of this
pa agraph.
3 . References in this Agreemen to any particular
se tion or paragraph hereof are to t e designated section or
pa agraph of this Agreement as origi ally executed.
4 . Unless the context hereof c early requires otherwise,
th singular shall include the plura and vice versa and the
ma culine shall include the feminine and vice versa .
5 . Sections and paragraphs men ioned by number only are
th se so numbered which are containe in this Agreement.
Section 1-3 . Covenants.
l. In the event that the City akes Rent Payments,
Ac ual Payments or Adjusted Payments in accordance with the
pr visions of the Lease or the Joint Powers Agreement, as the
ca e may be, the AUTHORITY unconditi nally promises within 7
da s of the date that the CITY makes such payments to
re mburse the CITY from funds that t e AUTHORITY determines
ar available for such purpose.
5
2. The AUTHORITY may, in its ole discretion, at the
t 'me such reimbursement i.s to be ma e by the AUTHORITY,
d termine that the foll.owing AUTHOR TY bookkeeping funds
c nstitute available funds of the A THORITY :
Development Fund;
UllAG Revolving Loan Fund;
Tax Levy Fund;
Downtown and in addition o other funds of the
AUTHORITY, Seventh Place evelopment Project Fund;
Section 1-4 . Amendments. Thi Agreement may be amended
b the CITY and the AUTHORIZ'Y in wr ting at any time.
Section 1-5. Termination. Th s Agreement shall be in
e fect so long as the Lease is in e fect or Section 1-3 ,
p ragraph 7 ot the Joint Powers Agr ement is operative.
6
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1N WITNESS WHEREOF, th� �U HORITY has caused these
pr ents to be signed in its name and in its behalf by its
Ch ir , Secretary and Director , llepar ment of Finance and
Ma gement Services, and to evidence its acceptance of the
tr ts hereby created the Trustee ha caused these presents to
be signed in its name and behalF by ' ts duly authorized
of icers, all as of the lst day of D cember , 1987.
THE HOUSING AND REDEVELOPM�NT
AUTHORITY 0 THE CITY OI'
SAINT PAUL, MINNESOTA
By
Its Chair
And By
Its S cretary
And By
Direc or , Department of
Finan e and Management
Servi es
Ap roved as to Form:
By
ssistant City Attorney
I er-Agency Agreement dated as of ecember 1., 1987, by and
b ween The Housing and Redevelopme t Authority of the City of
Saint Paul, Minnesota and the City f Saint Paul .
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J IN WITNESS WHEREOF, the CI Y has caused these
pr sents to be signed in its name an in .its behalf by its
Ma or. , C.ity Cl_erk and Di.rector , Depa tment of Fi.nance and
Ma agement Serv.ices, and to evi.dence its acceptance of the
tr sts hereby created the Trustee ha caused these presents to
be signed in its name and behalf by i_ts duly authorized
of icers, all as of the lst day of ll cember , 19£37.
THE CITY OF SAINT PAUL, MINNESOTA
By _
Its Mayor
And By
Its C ' ty Clerk
And By
Direc or , Department of
Finan e and Management
Servi es '
�
Ap roved as to Form:
By
ssistant City Attorney
In er-Agency Agreement dated as o.f D cember 1 , 1987, by and
be ween The Housing and Redevelopmen Authority of the City of
Sa 'nt Paul, Minnesota and the City o Saint Paul.
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28Y MLI 11/4/87
• JOINT POWERS A REF�.'N'P
B
THE HOUSING AND REDr.'VE PMENT AUT[iORITY
OF THE CITY OF AINT PAUL
AND T
CITY OF SAINT PAU , MINNESOTA
DATED AS OF DEC ER 1, 1987
THIS AGREII�NT dated es of De ember 1, 1987, by and
tween The Housing and Redevelopm nt Authority of the City of
int Paul, Minnesota, a body poli ic and corporate (the
" UTHORITY" ) and the City of Saint Paul, a municipal
rporation of the State of Minnes ta (the "CITY" ) .
WITNESSET :
Wf�REAS:
A. The CITY has the statutor authority pursuant to
M nnesota Statutes, Sections 469. 1 4 through 469. 134 and
S ctions 469. 174 through 469. 179 t adopt a development
p ogram and create a development district and tax increment
f nancing districts therein;
B. The AUTHORITY has the statutory authority pursuant to
M nnesota Statutes, Sections 469.001 through 469.047 and
S ctions 469. 174 through 469. 179 to adopt a redevelopment plan
a d create a redevelopment project rea and tax increment
f nancing districts therein;
C. The CITY and the AUTHORITY are authorized to enter
i to joint powers agreements pursua t to the statutory
a thority granted pursuant to Minne ota Statutes, Section
4 1.59;
D. It is proposed that the CI Y and the AUTHORITY
j intly pursuant to the Act (this t rm and any other
c pitalized term used herein are d fined in Section 1-1
h reof) enter into this Joint Power Agreement and create the
R development Project Area;
E. It is proposed that the CI Y and the AUTHORITY
j intly pursuant to the Act adopt t e Tax Increment Financing
P n and create the Tax Increment D strict;
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F. The AUTHORITY is authoriz d pursuant to the Act to
' ssue tax increment revenue bonds o finance, in whole or in
art, certain public redevelopment costs within the
edevelopment Project Area as set orth in the Tax Increment
inancing Plan;
G. In order to achieve the o jectives of the
edevelopment Plan, it is proposed that the AUTHORITY will
rovide substantial aid and assist nce through the issuance of
ax increment revenue bonds to fin nce a portion of the public
edevelopment costs set forth in t e Tax Increment Financing
lan;
H. The AUTHORITY and the Cit have determined that it is
st advantageous if the AUTHORITY issue the Bonds. to finance
e Project Costs within the Redev lopment Project Area; and
I. To facilitate the adoptio of the Redevelopment Plan,
t e creation of the Redevelopment roject Area and the Tax
I crement District and the issuanc of the Bonds, it is
n cessary to enter into this Agree ent.
NOti+1, THEREFORE, the CITY and he AUTHORITY, each in
c nsideration of the mutual coven nts and agreements herein
c ntained, covenant and agree as f llows:
Section 1-1. Definitions.
Act: collectively, Minnesota tatutes, Section 471.59,
S ctions 469.001 through 469.047 (f rmerly, Minnesota
S atutes, Chapter 462) , Minnesota S atutes, Sections 469. 124
t rough 469.134 (formerly, Minnesot Statutes, Chapter 472A) ,
a d Minnesota Statutes, Sections 46 .174 through 469. 179
( ormerly, the Minnesota Tax Increm nt Financing Act) , as
a ended;
Amortized Annual Debt Service: in any year the maximum
a nual principal (after taking into account any mandatory
s nking redemption schedule) and in erest to become due in any
c lendar year, determined in accord nce with the provisions of
S ction 1-2(7) and (8) ;
Annual A ro riation Certifica e: the certificate filed
u der Section 1-3, paragraph 7;
Authorized Bond Document: the Indenture and any other
b d resolution or indenture of tru t under which any
A horized Bonds are issued and sec red;
2 _
' Authorized Bonds: (a) all Ph se I Covered Obtigati�ns
nd (b) any other Tax Increment Bo ds issued by the AUTHORITY
o finance or refinance Project Co ts and authorized by a
esolution of the City Council as ayable from Actual Payments
s provided under Section 1-3, par graph 7B, clause ii , iii
nd iv;
Authorized Reserve Fund: any debt service reserve fund
stablished to secure payment of A thorized Bonds pursuant to
n Authorized Bond Document;
Authorized Reserve Re uiremen : the minimum reserve fund
equirement, if any, established f r an Authorized Reserve
und under an Authorized Bond Docu ent;
Authorized Trustee: First Tr st Company, Inc. , in St�.
aul, Minnesota, and any co-truste or successor trustee
pointed, qualified and then acti g as such under the
rovisions of the Indenture or any trustee acting on behalf of
he holders of Authorized Bonds un er any other Authorized
nd Document;
AUTHORITY: The Housing and R development Authority of
e City of Saint Paul, Minnesota;
Bank: the meaning given that term in Section 1-1 of the
denture;
Bank Notes: the meaning give that term in Section 1-1
the Indenture;
Bonds: collectively, the Ser 'es A Bonds and the Series B
nds;
Captured Assessed Value: for any calendar year, the
'fference between the original as essed value of all taxable
r al property in the Tax Increment District and the current
a sessed value of such property, a 1 as determined in
a cordance with the Tax Increment ct;
CITY: the CITY of Saint Paul, Minnesota;
City Council: governing body of CITY;
Collection Percentaye: ninet -five percent (95�) ;
3 -
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Committment: a binding commi ment by a bank, a surety,
. nsurance company or other financi 1 institution generally
egarded as responsibie, which Com itment ( i) provides
inancing sufficient to pay or pur hase, as the case may be,
ommitted Temporary Bonds when due or required to be
urchased, ( ii ) provides for eithe (x) repayment of amounts
rawn thereunder or {y) purchase o the Committed Temporary
onds in satisfaction of said amou ts, or a combination
hereof, and (iii) is filed with t e Tr�����e, together with an
pinion of Independent Counsel sta ing in effect that the
ommitment is binding and enforcea le in accordance with its
rms, subject to such customary e ceptions relating to
nkruptcy laws, insolvency laws a d other similar laws
fecting creditors' rights genera ly as such Independent
unsel deems necessary;
Committed Temporary Bonds: .a y Temporary Bonds (for
p rposes of this definition "Tempo ary Bonds" shall have the
m aning as used in the Indenture) upported by a Commitment;
Credit: the meaning given th t term in Section 1-1 of
t e Indenture;
Credit Agreement: the meaning given that term in Section
1 1 of the Indenture;
Credit Obli ation: the meanin given that term in
S ction 1-1 of the Indenture;
Fiscal Year: shall be the cal ndar year;
Five Year Com uted Tax Increme t Avera e: with respect
t any calendar year, the lesser of the average Mill Rate for
t e immediate preceding five (5) ca endar years or the then-
c rrent Mill Rate multiplied by the most recent Captured
A sessed Value certified by the Ram ey County Auditor,
m ltiplied by the Collection Percen age;
Indenture: The Indenture of T ust, dated
b and between the AUTHORITY and Fi st Trust Company, Inc. , �as
t� same may from time to time be a ended or supplemented as
t rein provided;
Joint Powers A reement: this greement dated
19 7, entered into by and between t e AUTHORITY and the CITYI
pu suant to which they, among other things, jointly covenant
to establish the Redevelopment Proj ct Area and Tax Increment
Di trict and adopt the Redevelopmen Plan and Tax Increment
Fi ancing Plan;
4 _
Lease: the lease dated , 19fl7, pursuant to
ich the AUTHORITY leases a parki g ramp to the CITY to
cilitate issuance of the Bonds;
Mayor: the Mayor of the City
Mill Rate: the combined mill rate established under
'nnesota law at which ad valorem eal estate taxes are levied
b all taxing authorities with res ect to the Tax Increment
D'strict;
Permanent Authorized Bonds: ermanent Bonds which are
A thorized Bonds;
Permanent Bonds: any obligations of the AUTHORITY that
a e not Temporary Bonds;
Permanent Phase I Refundin Bo ds: any Permanent Bonds
o the AUTHORITY issued to refund t e Bonds or any Temporary
P ase I Refunding Bonds;
Phase I Covered Obligations: onds, Temporary Phase I
R funding Bonds and Permanent Phase I Refunding Bonds.
Phase I Proiect: the Public I provements and Private
I rovements;
Private Improvements: the mea ing given that term in
S tion 1-1 of the Indenture;
Proiect Costs: all costs perm tted by the Act to be
fi anced by the Tax Increment Bonds and authorized by the Tax
I rement Financing Plan;
Proiected Rate: the projected yield at par of an
ob igation, as set forth in the rep rt of a Rate Setter, which
re ort is acceptable to the Authori ed Trustee as to form and
sh 11 state that in determining the Projected Rate such Rate
Se ter reviewed the yield evaluatio s at par of not less than
fi e obligations selected by such R te Setter, which
ob igations such Rate Setter states in its opinion are
re sonable comparators to be utiliz d in developing such
Pr jected Rate and which obligation : (i ) were outstanding on
a ate selected by the Rate Setter hich date so selected
oc urred during the 45-day period pr ceding the date of the
ca culation utilizing the Projected ate in question, (ii) to
th extent practicable, are obligati ns having a credit
qu lity similar to that of the oblig tion with respect to
5
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hich such Projected Rate is being deter.mined, and ( iii ) to
' he extent practicable, have a rem ining term and amortization
. chedule substantially the same as the obligation with respect
o which such Projected Rate is be'ng determined. The
rojected Rate shall be a fixed ra e unless the Rate Setter
etermines that variable rate obli ations are more consistent
ith the type of comparators which could be issued under
pplicable market conditions than ixed rate obligations. If
he Projected Rate is a variable r te, then for purposes of
alculating Amortized Annual Debt ervice the provisions of
ection 1-2(8) shall apply.
Public Improvements: the mea ing given that term in
ction 1-1 of the Indenture;
Rate Setter: an investment b nking firm or other person
owledgeable about the market for comparators required to
tablish the Projected Rate and n tionally recognized as
perienced in establishing rates imilar to the Projected
te;
Redevelopment Plan: the Rede elopment Plan for the
R development Project Area approve by the AUTHORITY and the
C TY pursuant to Minnesota Statute , Sections 469.001 through
4 9.047, and Minnesota Statutes, S ctions 469. 124 through
4 9. 134, respectively, as the same may be amended from time to
t me;
Redevelopment Proiect Area: he Riverfront Redevelopment
P oject Area established by the AU HORITY and the CITY
p rsuant to the Joint Powers Agreem nt, Minnesota Statutes,
S ctions 469.001 through 469.047, a d Minnesota Statutes,
S ctions 469. 124 through 469. 134, r spectively, the legal
d scription of which is set forth o Exhibit A to the
I denture, as the same may be amend d from time to time;
Series A Bonds: the tax-exemp temporary tax increment
r venue bonds originally issued pur uant to the Indenture in
t e aggregate principal amount of $ to finance the �
P blic Improvements;
Series B Bonds: the taxable t mporary tax increment
r venue bonds originally issued pur uant to the Indenture in
t e aggregate principal amount of $ to finance
t e Private Improvements;
Tax Increment Act: Minnesota tatutes, Sections 469.174
t 469. 179, as amended;
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Tax Increment Bonds: all bond and other obligations
ayable from Tax Increments;
Tax Increment District: the ax increment financing
istrict designated as the Riverfr nt Tax Increment Financing
istrict and established as a rede elopment district under the
ax Increment Act by the AUTHORITY a.^.d the CITY pursuant to
he Act, this Joint Powers Agreeme t and by resolutions
dopted on , 1987, an , 1987,
espectively, as the same may be a ended from time to time;
Tax Increment Financing Plan: the Tax Increment
inancing Plan adopted by the AUTH RITY and the CITY on
, 1987, and , 1987, respectively, as
he same may be further• amended £r m time to time;
Tax Increments: all of the t x increments received by
he AUTHORITY pursuant to the Act rom the County Treasurer of
msey County with respect to the ax Increment District;
ther than any tax increment from ny property in the Tax
crement District which is releas d from the pledge created
der any Authorized Bond Document pursuant to the terms
ereof;
Temporary Authorized Bonds: he Bonds and any other
thorized Bonds which are Tempora y Bonds;
Temporary Bonds: any bonds o other obligations of the
HORITY with either (i) an initi 1 term of three years or
1 ss, (ii) a provision that requir s purchase thereof within
t ree years of its issuance or (iii) a provision which permits
t e holder thereof to require purc ase or redemption thereof
w thin three years of its issuance, not including, however,
a y right of the holder to accelerate or cause the obligations
t be prepaid or purchased upon the happening of any
d signated event, such as an event f default or condemnation,
d mage or destruction of facilities;
Tem orar Phase I Refundin Bo ds: any Temporary Bonds
o the AUTHORITY issued to refinance the Phase I Project by
r funding the Bonds or by any subsequent refunding;
Variable Rate Obligations: an portion of Temporary
B nds or Permanent Bonds the intere t rate on which is not
e tablished (with no right to vary) at the time of calculation
a a single numerical rate for the emaining term of such
p rtion of the. Temporary Bonds or P rmanent Bonds.
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- Section 1-2. Rules of Inter retation.
1. This Agreement shall be i terpreted in accardance
ith and governed by _the laws of t e State of Minnesota.
2. The words "herein" and "h reof" and "hereunder" and
ords of similar import, without r ference to any particular
ection or paragraph, refer to thi Agreement as a whole
ather than to any particular sect'on or subdivision of this
aragraph.
3. References in this Agreem nt to any particular
ection or paragraph hereof are to the designated section or
aragraph of this Agreement as ori inally executed.
4. Unless the context hereof clearly requires otherwise,
he singular shall include the plu al and vice versa and the
sculine shall include the femini e and vice versa.
5. Sections and paragraphs m ntioned by number only are
ose so numbered which are conta,i ed in this Agreement.
6. Any provision herein requ ring the consent of the
B nk shall be of no force and effe t (A) if the Bank should
w ongfully dishonor any draw reque t made by an Authorized
T ustee under the Credit, (B) if a Credit shall no longer be
o tstanding and all payments requi ed to be made under the
C edit Agreement and Bank Notes ha e been satisfied and paid
i full or (C) if the Bank should ecome subject to
b nkruptcy, liquidation, receivers ip or insolvency
p oceedings.
7. In calculating the princi al and interest
r quirements of Temporary Bonds for purposes of computing the
ortized Annual Debt Service, it shall be assumed that the
p incipal has been amortized, from nd after the then earliest
d te on which principal becomes due or may be subject to
p rchase or prepayment (as describe in the definition of
T mporary Bonds) , over either:
(A) if the Temporary Bon s are Committed Temporary
Bonds, a term equal to the ter provided in the
Commitment for the amortizatio of Committed Temporary
Bonds incurred thereunder bear 'ng interest on the unpaid
principal balance at the rate et forth in the Commitment
and payable in accordance with the terms of the
Commitment; or
$
. (B) if the Temporary Bo ds are not Committed
Temporary Bonds, on a level d bt service basis over. a
twenty-five year period with 'nterest thereon at the
Projected Rate.
ny Authorized Trustee may in good faith conclusively rely
pon the calculations of a Rate Se ter filed with the
uthorized Trustee for purposes of making the foregQing
omputations.
(8) In determining the amoun of principal and interest
ayable on Variable Rate Obligatio s for purposes of computing
he Amortized Annual Debt Service, except as otherwise
rovided in paragraph 7 above, int rest on such Variable Rate
bligations for such period (the " etermination Period" ) shall
computed by assuming. that the. r te of interest applicable
the Determination Period is� equ 1 to the average annual
te of interest (calculated in th manner in which the rate
interest for the Determination eriod is expressed to be
lculated) which was or would hav been in effect during the
elve months immediately precedin the date of calculation
, if such average annual rate is only available for a
s orter period, such shorter perio , except that with respect
t Variable Rate Obligations outst nding during the
termination Period, interest on uch Variable Rate
O ligations shall be the average a nual rate which is
a plicable to such Variable Rate O ligations during such
D termination Period. If the average annual rate of interest
c nnot be calculated as provided a ove, then the assumed
i terest rate for the Determinatio Period shall be the
i itial annual rate of interest whi h is actually applicable
t such Variable Rate Obligations u on the incurrence thereof.
Section 1-3. Covenants and De erminations.
1. The AUTHORITY covenants to take such statutory action
u der the Act as is required to est blish the Redevelopment
P oject Area and the Tax Increment istrict and adopt the
R development Plan and Tax Incremen Financing Plan in
c nnection therewith and such actio taken by the AUTHORITY
p ior to the date of this Agreement is hereby ratified,
c nfirmed and adopted.
2. The CITY covenants to take such statutory action
u der the Act as is required to est blish the Redevelopment
P oject Area and the Tax Increment istrict and adopt the
R development Plan and Tax Incremen Financing Plan in
c nnection therewith and such actio taken by the CITY prior
9
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o the date of this Agreement is h reby ratified, confirmed
� nd adopted.
3. The CITY pursuant to Minn sota Statutes, Section
69. 131 designates the AUTHORITY a administrator of the Tax
ncrement District and the CITY de ignates the AUTHORITY as
he party to receive all Tax Incre ents.
4 . The AUTHORITY covenants t • i_ssue the Bonds to finance
portion of the public redevelopm nt costs set forth in the
ax Increment Financing Plan and t e AUTHORITY covenants to
ssue Temporary Phase I Refunding onds or Permanent Phase I
efunding Bonds to refund the Bond at or prior to their
aturity and if the Lease has been terminated or is not
pplicable, such Temporary Phase I Refunding Bonds or
ermanent Phase I Refunding Bonds hall be general obligation
onds of the AUTHORITY.• -
5. In recognition of the AUT ORITY's covenants in the
ndenture, entered into in connect on with the issuance of the
onds, the CITY covenants not to p edge or appropriate Tax
ncrements for any other purpose e cept in conformance with
he Tax Increment Financing Plan .a d Authorized Bond Document
nd to take no other action in der gation of the AUTHORITY's
bligations under any Authorized B nd Document.
6. In the event the CITY det rmines to issue general
bligation bonds to refund any Tem orary Authorized Bonds, the
THORITY covenants to enter into pledge agreement with the
ITY, pledging to the CITY Tax Inc ements in an amount
fficient to pay the principal an interest on the CITY' s
neral obligation bonds.
7. A. To facilitate issuan e of the Bonds, the CITY
a d AUTHORITY shall enter into the Lease, the provisions of
ich are incorporated herein by r ference and made a part
reof;
B. In the event. the Lea e is terminated or is not
a plicable and the AUTHORITY issue Authorized Bonds which are
a general obligation of the AUTHOR TY, the AUTHORITY shall
e ch year prior to the final matur ' ty of such Authorized
B nds, determine and certify in an Annual Appropriation
C rtificate filed with the Mayor a d City Council the
f llowing amounts at a time sufficient to be included in the
M yor's budget (but in no event la er than July 15) :
10 _ .
(i) An amount equal t the sum of (a) the
' Authorized Reserve Requiremen , if any, (b) the interPSt
_ to become due in the ensuing iscal Year on any Temporary
Authorized Bonds and (c) the rincipal and interest to
become due in the ensuing Fis al Year on any Permanent
Authorized Bonds (collectivel the "Contingent
Payments" ) .
(ii) The amount, if an , then needed to restore
the Authorized Reserve Fund, ' f any, to its Authorized
Reserve Requirement; provided that such amount shall not
include any sum attributable o a withdrawal from the
Authorized Reserve Fund, if a y, to pay principal when
due on any Temporary Authoriz d Bonds.
(iii) The amount, if an , determined by the
AUTHORITY, to be needed in ex ess of other funds pledged
and estimated to be received ursuant to an Authorized
Bond Document the immediately ensuing Fiscal Year, for
the payment of the interest w en due on all Temporary
Authorized Bonds due and paya le in such ensuing Fiscal
Year.
(iv) The amount, if an , determined by the
AUTHORITY to be needed, in ex ess of other funds pledged
and estimated to be received ursuant to an Authorized
Bond Document in the immediat ly ensuing Fiscal Year, for
the payment of the interest o and principal of when due
on the Permanent Authorized B nds due and payable in such
ensuing Fiscal Year.
The Annual Appropriation Certificate shall state the date
o dates in the ensuing Fiscal Year by which the AUTHORITY
m st receive the amounts identified in subparagraphs (ii) ,
( ii) and (iv) (collectively, the " ctual Payments" ) .
Subsequent to submission to th City Council of the
nual Appropriation Certificate„ he AUTHORITY shall
c ntinue to monitor, at least every three months, the accuracy
o the amounts, if any, set forth t erein under clauses (ii) ,
( ii) and (iv) and if, based on tha review or the request of
a y Authorized Trustee, it is calle to the AUTHORITY's
a tention that the timing or amount of the Actual Payments
s ould be adjusted, the A[1THORITY s all file an amended Annual
A propriation Certificate with the ayor and City Council to
a just any further Actual Payments the "Adjusted Actual
P yments") to be made under the Ann al Appropriation
C rtificate for the balance of the iscal Year covered
t erein.
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, If the Adjusted Actual Payments are greater than the
mount of Actual Payments original y certified for that riscal
ear the amended Annual Appropriat 'on Certificate shall state
he date or dates on which the Adj sted Actual Payments must
e paid by the CITY, which date or dates shall not be less
han 90 calendar days� from the dat of the amended
ertification, provided that if a aturity date is to occur at
hich payments are due for amounts set forth in Section 1-3,
aragraph 7B, clause (ii) , (iii) a d (iv) prior to the
xpiration of the 90 day calendar eriod, the Adjusted Actual
ayments must be paid by such matu ity date.
If the AUTHORITY determines t at the amount of Actual
yments or Adjusted Payments, as he case may be, paid by the
ITY for a Fiscal Year exceeds the amounts set forth in
ction 1-3, paragraph 7B, clause ii) , (iii) and (iv) for
at Fiscal Year, such excess shal , at the sole option of the
TY, either (a) be refunded to th CITY or (b) be a credit
a ainst any future Actual Payments or Adjusted Payments, as
t e case may be, due from the CITY.
C. The Mayor shall incl de the amount of the Actual
P yments and Contingent Payment in his or her annual budget
r commendation to the City Council. If the City Council
d termines to fund the Mayor 's rec mendation, the CITY shall
m ke the Actual Payments by such ti e or times as specified in
t e Annual Appropriation Certificat . If the City Council
d termines not to fund the Mayor 's ecommendation, the Mayor
s all give the AUTHORITY and Authorized Trustee notice of such
d termination no later than five Bu iness Days after the City
C uncil adopts the budget for the C TY.
D. If the City Council a opts the Mayor 's
r commendation, all amounts necessa y to pay the Actual
P yments or Adjusted Payments, as t e case may be, shall be
c nsidered appropriated, and the CI Y appropriation for any
A justed Actual Payments shall be c nsidered encumbered for
t purpose of Section 10.8 of the ITY Charter and shall
t refore not lapse.
E The obligations of the CITY under this paragraph
7, including its obligation to pay ctual Payments, shall
c stitute a current expense of the CITY for such Fiscal Year
an shall not constitute an indebte ness of the CITY within
th meaning of the Constitution and laws of the State.
No hing herein shall constitute a p edge by the CITY of any
ta es or other moneys, other tham m �eys lawfully appropriated
fr m time to time by the CITY to th Actual Payments.
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• F. The provisi�ns of. this paragra�h 7 shall no
onger be operative if ti) all Tem orary Authorized Bonds and
ther Credit Obligations have been discharged as provided in
he Authorized Bond Document or Cr dit Agreement, as the case
ay be, and (ii) (a) The Five Year Computed Tax Increment
verage is at least equal to one h ndred and fifteen percent
115�) of the Amortized Annual Deb Service of the outstanding
ermanent Bonds; and (b) A cert�i.fi ate is executed by the
ayor and the Clerk of the City �n filed with the Authorized
rustee demonstrating that the con itions in clause (1) have
een satisfied and directing that aragraph 7 no longer be
perative as a result thereof.
Section 1-4. Amendments. Th's Agreement may be amended
y the Agreement of the CITY and t e AUTHORITY in writing at
ny time. No amendment• may impair the rights of the holders
f any Authorized Bonds unless con ent is given in accordance
ith the provisions of the applica le Authorized Bond
ocument. Section 1-3, paragraphs 4, 5, 7 may not be amended
ithout obtaining the prior writte consent of the Bank. The
ITY and the AUTHORITY acknowledge that this Agreement is
ntended to be in effect for the .p riod that any Temporary
uthorized Bonds and Permanent Aut orized Bonds remain unpaid
nd therefore it may be necessary o amend this Agreement in
rder to allow the marketing of an such bonds.
Section 1-5. Termination. T is Agreement shall be in
ffect until the Tax Increment Dis rict is terminated.
13
IN WITNESS WHEREOF, the AUTHORTTY has caused these
` resents to be signed in its name and in its behalf by its
hair, Secretary and Director, De artment of Finance and
anagement Services, and to evide ce its acceptance of the
rusts hereby created the Trustee has caused these presents to
e signed in its name and behalf y its duly authorized
fficers, all as of the lst day of December, 1987.
THE HOUSI G AND REDEVELOPMENT
AUTHORITY OF THE CITY OF
SAINT PAU , MINNESOTA
By
Its Cha ' r
And By �
Its Secretary
And By
Dir ctor , Department of
Fin nce and Management
Ser ices
proved as to Form:
Assistant City Attorney
J int Powers Agreement dated as of December l, 1987, by and
b tween The Housing and Redevelopm nt Authority of the City of
S int Paul, Minnesota and the City of Saint Paul.
14 -
'� i
� �',�- 1 �� 5'
. IN WITNESS WHEREOF, the ITY has caused these
resents to be signed in its name nd in its behalf by its
ayor, City Clerk and Director, De artment of Finance and
anagement Services, end to eviden e its acceptance of the
rusts hereby created the Trustee as caused these presents to
e signed in its name and behalf b its duly authorized
fficers, all as of the lst day of December, 1987.
THE CITY F SAINT PAUL, MINNESOTA
By �
� Its May r
And By
Its City Clerk
And By
Dir ctor, Department of
Fin nce and Management
Ser ices
pproved as to Form:
Y
Assistant City Attorney
int Powers Agreement dated as of December 1, 1987, by and
tween The Housing and Redevelopm nt Authority of the City of
int Paul, Minnesota and the City of Saint Paul.
15 � -