96-1376 � • Council File# \ b " ��� �
- . •°. '� �� � �� � � �\' � I ��° Green Sheet# 3(�y R �
RESOLUTION
C OF SAINT PAUL, MINNESOTA a3
Presented By
Referred To Committee: Date
1 RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A
2 DEVELOPMENT AGREEMENT WITH
3 THE SCIENCE MUSEUM OF MINNESOTA, A CONSTRUCTION
4 GR.ANT AGREEMENT WITH THE STATE OF MINNESOTA
5 AND OTHER NECESSARY DOCUMENTS IN CONNECTION WITH
6 THE SCIENCE MUSEUM PROJECT
7
8
9 WHEREAS :
10
11
12 l . City Council Resolution 87-1613 (November 10, 1987) and
13 HRA Resolution 87-11/4-2 (November 4, 1987) approved the
14 Redevelopment Plan and Development District for the Riverfront
15 Redevelopment Project and Development District pursuant to
16 applicable Minnesota Statutes . The Riverfront Redevelopment Plan
17 establishes the public purposes for the acquisition of real
18 estate for the Project as further described in the Development
19 Agreement Exhibit c-1 .
20
21 2 . Pursuant to Laws of Minnesota, 1994, Chapter 643 ,
22 Section 81, the City is authorized to establish and maintain a
23 museum for the purpose of public education and enlightenment,
24 including, but not limited to, a museum of natural science and
25 technology (the "Governmental Program" ) and to exercise the
26 powers in Minrlesota Statutes, Section 471 . 191, to acquire and
27 better facilities for a museum and to lease the same to a
28 non-profit organization to carry out the Governmental Program.
29
30 3 . The Science Museum of Minnesota, a Minnesota non-profit
31 corporation ("SMM" ) proposes to construct new facilities in the
32 Riverfront Redevelopment Area of the City of St . Paul, which
33 facilities will include, but are not limited to, a museum of not
34 less than 300, 000 square feet (the "Museum" ) , a parking ramp
35 containing at least 700 spaces (the "Ramp" ) , and certain related
36 improvements (the "Upper Landing Improvements" ) (collectively,
37 the "Project" ) .
38
39 4 . The Project will be one of the first major developments
40 in the Riverfront Redevelopment Area, will draw a substantial
41 number of visitors to the City, and will have a significant
42 employment impact .
43
44 �. ' - ' � -l�as- Y�ereto _aPP�Q�ed-a--�r�e�����-UL
TT .7......-.a-......a� l-�oFe.�oor� #-b� CMM ��n.�1 �L,.. !"�i �cr /F-k�_o IIMom�r�r�r7�� �,�,
45 ��=-�La��.a��n ��.� �.-�T-�zzz�
( S �.c=� \ 0. G � �
�
334512.3
`� C�- � �� L
:::: ::::.:::.::;::::::::,::.:::::::;:::.::::::::::::::.::::,::;::::::::;:::.;.:::::�::::::::::::::.::.:::::::::::::::::.;.:::::;:;:::.:.::.::;::::::;;:;::
��:��i��:::
..;;; ......
::: � �:::::::::.::::::: .:::::::.. ..::::: :��:::::::����:::::::����.::.:::.::::::�� . .����::::. .�. .
1 �::+: �►��::::�.�� .::::c��:::���..:::::::::::::::::::::::::::::::.:::::::::::::::�::::.�.:::::::::.��:::::::: :::.::..�.::::::::::::::.:�::::::::�
.....:.......... ::::::::::::.::::.::::::::�::::::::::::.:::..:::....:............ .........................:.....::::.::::::.:.:::::..:::::::::..::::::: : :..:::.:::::::::.:::,::: :.::..::::::.:..:..: .
:::::::::::�:::::::::::.::::::::::.:.:�::::::::.::::.�:::: :..::.::.:::::::::.:.::::::::::::::::.:::::.:�.:::.:::.::.::: .:::::::.:::.: :...::..:...:..::::. :..::... ...:..:..:..:: .:..:.....:....:::....:....:.....:.. ..
. � ..;..::::....;::>�..�..�::>::::.�. .::: :>:>::.. .... .::.::..:.:.::::::::::.:::: : ::::>:::.;:�:.:.><>::S:a:�:;::�:::::>��ul:::<:;:r��:�d����:::>;:�l�:�r�� �
2 ������?�:�:��.��:.::�r�rk;:.::r� : :�r�u�i��.�.s.:::.�.:::r:.::.::::::::�..�::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::.:::::::::::::::::::g:::.
:;;:>::»»»;;»>;:.::.;�.;;:;;�::;:.:;;:;;:.;;::.;:.;::.;:.;;�.:;;>;;;;;;;:;.;::.;:�?�.;;:.:;.::;:.;;;;:.;::.;:.;:.;:.:>::>...: ,,
.:.�..:..:iiii".:: . :..:.:.::..:......�::�..�.:�::'.:iSii�::..:i.Y:�i'.:.�.�i::ii....i'..:::::i.�::.:.::,:::: ... ............. ............. ...............
3 '���:::;::#���:�`�Ei;.c'�,'�.�'�!�.:>::�����3�;;:::�J!��.:�?��,.::
4 ... . . . . . . .
5 �:�:. The City Council has hereto approved a Memorandum of
6 Understanding between the SMM and the City (the "Memorandum of
7 Understanding") which set forth in a preliminary manner, among
8 other things, the obligations of SMM to construct the Project and
9 the contributions to be made by the City to the Project, which
10 Memorandum of Understanding, by its terms, was to be superseded
11 by a final development agreement.
12
13 fr'�'. In connection with the Project forms of the following
14 documents have been submitted to the City Council:
15
16 (a) a Development Agreement by and between the City
17 and SMM (the "Development Agreement") which sets forth the
18 rights and obligations of the City and SMM with respect to
19 the Project;
20
21 (b) a Construction Grant Agreement by and between the
22 City and the State (the "Construction Grant Agreement")
23 setting forth the terms and conditions under which the State
24 has made a $30, 000, 000 grant to the City for the Museum (the
25 "State Grant") ;
26
27 (c) a Disbursement Agreement Construction Grant by and
28 between the City and the State (the "State Disbursing
29 Agreement") setting forth the terms and conditions under
30 which the State Grant will be disbursed to pay for the
31 design and construction costs of the Museum;
32
33 (d) a Disbursing Agreement by and between the City and
34 SMM (the "Disbursing Agreement") setting forth the terms and
35 conditions under which the State Grant and the City
36 Contribution (as defined in the Development Agreement) will
37 be disbursed to SMM to pay costs of the design and
38 construction of the Museum and the Upper Landing
39 Improvements;
40
41 (e) a Ramp Lease by and between the City and SMM (the
42 "Ramp Lease") pursuant to which the City agrees to lease to
43 SMM the land on which the Ramp will be constructed;
44
45 (f) a Museum Lease by and between the City and SMM
46 (the "Museum Lease") pursuant to which the City agrees to
47 lease to SMM the land on which the Museum will be
48 constructed; and
49
50 (g) a Lease by and between the City and SMM (the "West
51 Building Lease") pursuant to which the City agrees to lease
52 to SMM the existing building currently occupied by SMM.
53
H:\USERS\BUDGET\WPFILES\SMMDVAG.RES
`�C�- � � `� �
1 The above documents, together with all exhibits thereto, are
2 collectively referred to as the Project Documents.
3
4
5 RESOLVED:
6
7
8 1. The City Council hereby establishes the Governmental
9 Program and approves and authorizes the Mayor, Clerk, Director,
10 Department of Planning and Economic Development and Director,
11 Department of Finance and Management Services (the "Authorized
12 Officers") to execute the Project Documents in substantially the
13 forms submitted. The approval hereby given to the Project
14 Documents includes approval of such additional details therein as
15 may be necessary and appropriate and such modifications thereof,
16 deletions therefrom and additions thereto as may be necessary and
17 appropriate and approved by the City Attorney, the appropriate
18 staff person or by the officers authorized herein to execute or
19 accept, as the case may be, Project Documents prior to their
20 execution; and said officers or staff inembers are hereby
21 authorized to approve said changes on behalf of the City. The
22 execution of any instrument by the appropriate officer or
23 officers of the City herein authorized shall be conclusive
24 evidence of the approval of such document in accordance with the
25 terms hereof.
26
27 2 . The authority to approve future amendments to Project
28 Documents is hereby delegated to the Director, Department of
29 Planning and Economic Development, subject to the following
30 conditions: (a) such amendments do not materially adversely
31 affect the interests of the City, and (b) such amendments are
32 acceptable in form and substance to the appropriate staff person,
33 the City Attorney and any other counsel retained by the City to
34 review such amendments. Any amendments shall be executed by the
35 Authorized Officers described in paragraph 1 hereof.
36
37 3. The authority to negotiate terms for a loan of
38 approximately $3, 500, 000 to assist in the acquisition of lands
39 for the SMM Project. The Budget Director and Director of
40 Planning and Economic Development will by [November 30, 1996] make
41 a recommendation to the City Council on the structure of the loan
42 and will investigate the feasibility of the following three
43 options: (1) a forgivable loan from the foundation community or
44 other non-profit organizations; (2) a City annual appropriation
45 lease;or 3) a City tax exempt revenue note which is secured by a
46 mortgage. Sources for the repayment of the loan may include but
47 are not limited to new District Heating and Cooling franchise
48 fees attributable to the SMM Project, temporary parking income
49 generated from the acquisition for the Project on the Ryan Block,
50 future sales proceeds from that property, and an annual Cultural
51 Star appropriation of $100, 000 for the term of the loan.
52
53 4. The acquisition of the real estate described in Exhibit
54 C-1 of the Development Agreement is hereby approved, and staff is
H:\USERS\BUDGET\WPFILES\SMMDVAG.RES
��—1 a 'l�
1 hereby directed to proceed to negotiate the acquisition. The
2 City hereby authorizes the use of eminent domain and its legal
3 counsel is directed to undertake such eminent domain proceeding
4 if and to the extent necessary to aid in the acquisition of such
5 land and, if necessary, requests the Housing and Redevelopment
6 Authority to undertake such eminent domain proceeding.
7
..::::. ..:::::::::.::.:::::::::::::::.�:.:::::::::::.::::::.::::::::::::::..::.:::.:::::::.:.:::.::::::::::...:::::::::::::::::.:..:::::::::::..:.;::;:.,:.::.:;�;:.;:.;:.;:.; ::��.;..;:.;:.;;;;:.;:.;:�.;:.;.:.;:.;:.:;.:;.
• :.:. ....:::: . ..:...:::::.:......:..:...v-.::::....�..:.......:L: ...v..v .:::. ....�..:::. .:.....�...�:::::... ..:.:y::: : v.. . ..... .. .
�>::::>.�:.:. :�:��;�d>::>:b:.;>;:<:I�xa:;::>:>:>t��:<::::S:�a��<:::>a�:�:3x��:i��
8 �::�> !��?!::::;;�1��:>::<e���:��:::: .:...ar�tt........................... ....:.::......:::,::::::::::::::::::::::::.:::::::::::::::::::::::::::.::::::::.:::::::::::::::::::.
:::::::..........::::::::::.::::::::::::::::::::::::::::::.::::::.:::.�:.:.�::::::::::::::::::::::::::::::::�.::...::.:::..............:::.:..:::::::::.�::::::.:�:::::::.:::::::::.�::::.::.:::::::::::::::.:
;.;::;:;:::.:::;:.:::.;..::>;:::;�:.;:.;:::.�.:::<:;�:.:;;>:��:;::�<:..;:..<:::>:::.��:;:::.::;:::::,�::.>�.>,.:::,.::,: ;,>:::>.<;:.::>::::>::::��>::<:;:::::::;:;; ; �.;.;::.;::.;:<:.:<;�::...:.:::.::.:......:.::
::;:�xat�:::>:::�����.����::::<:;�':�>���oie��::«::��;�
9 �t:�:�::�:�#:�»>:..: ��:�:�:::::::#�:��:�:::::>:��::>::>�:�.. ....�.�'�:�»::::�.�.:...................................... ........................ ..........................................
:::::::::::::::::::::::::.:�.:::::::::.:::.::::::::...:..............................�:..:::....:::::::::::.:::::::.:::::::::::::::.:::::::.::::::::::::::�::::::::::::::::::::::�,�.:::::.::::::.:::::::::::::::::::::::::::... ...
.:.:..:...:.::::::::.::.:....::::::::::::...:.:::.::.::::::.�:::.�::::::::::::.:::::::::::::.....::::...:::::..::.:.:.::::::::::::::. ::.::::.::::::::::::.:::::::::..::::::: ::::::::::::::::.,.:..:::.::::::::::::::::::::::::::::::::.
S:i::.:': .i.ii.ii::i::...:...i.?'r..:... ...:::..::n�:.�.Y..:..:...:y...y..Y.�.'3...:y.�...,j�.,�..:�..y.�.y.rt..::.�fvt��4k., �y7ftA� �F1�. . .: :::. ..�f�: ..'.: .' :x.��.y..:::.+�i�� �:/��.y*�Y�
•`.::::i':z:w�'..��iril:i.�i1i!:V1:�L:Fi:::�.f::L��::i:::�:::i::�R�iliLiY���i:�:�i'���::::i:'ti:F�:��:�•:Y:�7"./.�:<4:i:.�7'w.il:�wl:�:.�
10 52�»>:��;:i:�:<:<:::��l��t::;:.�:.:................................................................................................................:.::. .::::::::::::::::::::::::::::::::::::::::::::::::::.:.
.::::::::::::::.�:::..................................................:..:::....:::.::::::::::::::::::::::::::::::::::::.:::::::::.:::::::::::::::::::::::::::::::::::::::::::::::::..:..�!.............................................
�iii::.i}i:4i::i'iiii:<•::i:.:iii'ii'i:�i'.i::.i'.i'.:�iiiiii::ryiiiiiiiiii}i:.i:.:v.i:.:<�
` ��3�::>::��:::<::I����
;>`;%;::�»::;:;:.::>�:,:: ::.y;:::>;•;.;::.:> •:::�::��:����»>:>:.;:>�::::.::..::.:::.:•.;:.;;:.;.;�::.;::.;:.;:�.: .;:.;::.;:;<;.;::<.;..;.;;::........................
«<:� :�#: `:>:::�2��::<:::��k����i����:><:::�i:�:':�`:�:<z<:;�1:3: f�.Y�'!.... .
11 ��::<:::�:�:�:�:��'��:?�;e«>;:���:�:��.:::�t..:.E�.....................................................................................................................:......:..:.::.:..::..
i:'::::iti:::!�::i:iiii:{::{{::::iti::titi:•i':.i}i:.i:.iiiii:titi^i:titi<C•iii:0:'n?i".iiii:.ii}iiiiii}i:.i'ri}i:.iiiiiiii::^iiii:h:::"�i:��::.i'ii::ii:::i::i::::i'i::i::i::ii::i:4:iv{ijjj:n:i:'':ij}}::::::v<:i::::::ii::::!:::iiiii::i:<::i::ii:Si;::;":i::ii'ii'ti::ii:{Y.• ••..
;�::...i.......:...i......:.:..v :.y..::...:.......:...:.v... .:.i:.::.........,.:..,......'.''.�.....�.:'.:'v�::..::..< `� i:::::': : :i.�::i:i �:.":::: ::::�.` " :::::i. : ::....i:::%'.''. :::::: ::.:. .
12 :�:��r�e���d;;;:� : r��t���;::;>a : .��t�n�:t:i��:«:>a�r�:�3abl:�:::;:::��::>;: .ar�:::>::;a�`;:::<���
:«<>::»:«:;::.�;;;;<.;:.;;:;;; :�?'� ,;. ,,.,.: ..:.��., ,�,..
,,,,.,. .,,.,,, .. _ ,,
13 �!���;��:�::�
14 .
15 ri�:. The City's 1996 Budget is hereby amended to read as
shown on Exhibit A attached hereto.
Yeas Nays Absent Requested by Department of:
Blakey
Bostrom
Guerin ✓ BY�
Harris ✓
Megard � Form Approved by City Attorney
Rettman � gy;
Thune 1/ A rpved by Bud et Director for
�( O p S�Z�mission to M�yor
Adopted by Council: Date qq� By�
Ado t'on Certified by Council �gPCouncily Mayor for Submission
Sec�e�ary
By: By:
Approved by Mayor: Date �1 ' '��
By� �`' a
H:\USERS\BUDGET\WPFILES\SMMDVAG.RES
�� {� -���5�
Exhibit A
Financina Current Amended
Budget Change Budget
Science Museum-City and State Contribution
C96-OT200
Scattered Site Tax Increment Finance District 2,400,000 2,400,000
Community Development Block Grant(CDBG)Contingencies 500,000 500,000
Urban Devebpmerrt Action Grant 600,000 600,000
1996 Capital Improvement Bonds 3,000,000 3,000,000
City of SaiM Paul Sales Tax proceeds-Culharal Account 300,000 300,000
Riverfront Tax Increment Finance District 100,000 100,000
Civic Center Resenres 500,000 500,000
S�te of Minnesota-Preliminary Design Grant 1,000,000 1,000,000
Resolution Trust Corporation(RTC)assets 4,000,000 4,000,000
Science Museum of Minnesota
Repayment of Loan(9052) 2,500,000 2,500,000
Loan proceeds 3,549,500 3,549,500
ReimbursementsJTemporary Income
Ramsey County(morgue demolition) 100,000 100,000
Science Museum of Minnesota(EAW, Eagle St.Acq.) 220,500 220,500
Parking income 25,000 25,000
14,900,000 3,895,000 18,795,000
S n in
Science Museum-City and State Contribution
C96-OT200
State of Minnesota-Preliminary Design Grant 1,000,000 1,000,000
Land Assembly
AcquisitioNDemolition/Relocation 3,000,000 3,580,000 6,580,000
Environmental 375,000 375,000
Contingency 125,000 (125,000) 0
Real Estate/Legal Casts/Misc. 265,000 265,000
Le�al Work on Memorandum/Development reement 175,000 175,000
••:�.w:•:�•::•::.:•:.::•::•>:•::•::.::••:::•::•;:•;:::•::•::•:;:•:;;:•::•>•:..
:•'•'F.�•�.4�. � •n�.;r v:tiL?i"�;::;:ti••� J.•.'};4:�:} �..\��j:i.��+.i�{•:.; ::.i:•i:•:?$�::: :::::::.
,Y, �+'��t •"tS�,.`�e's,t,`a, t:x:' �'r,.fi<%?::2:r�'i,i::' �.' �cr<vi 9.?)S::rxfVi
.»s..,,x,,�A,,,;.;.>����?%.,•::••:.:.�'+.�:�,;:.',`^:40�;,.�>�r,???t'�aY,,;?:o?rl:`:,�.,',�„�,.t�?�^'" � .f::.....
:�•'•'`�.. �'>•'•?'•..•:r..;.;...::••::+:.:::::•..,.,.; k.:�•�::.• •�• �
, ...,..
;., ..;`.: �,� f :•.y�;•:.••r•.;:•
t �y+�
;�.;.;y�•:y •:.4 �i�.{y'��::•ti•:•::•:•::��i+;}i:•'��:y
'ri+ $ ••,.�•.•::;.,+;;;fi;:; :�:;4i::•'r.`::h:�:ti�S:,','•::,:::�>'�'':i�r::h. ...\•. . {,...
+,:;M•'•:';.;.:• ': •::;,�.r,;'•.}., :.�w`.' .{.�;�:k• r.,.,#,:c.,..... :��`�r."•.a'�::;�:;a'•. •.,•'.'+,',•+. . �#k',+:•..:•.\st,f//,•,/.,•r:;::••::
M1~�}`YJJ :.l•.��.�, v,rr J '�•.}, / :•� ? .•\•{v...•�.v:} �';.A.;.��}.�.'�.;k,.�.,+.•:•iY,•,'r,:;:;.;\v,.,:•ii�•':::Fi,`l,.,?CS:tir�\ ��... .}:.•i.v.r:.�F,•{y•rq�{••:
�...y `i•�``ni,'�•„'.�k} • '•i;•.v�;}• •{j:,\�., r {.,.?nZ•:::•R•}:•:;}.'i,'�:Y•f �y� •'r,i'$•�;.5�.:�:},•^;•;+�:�:{.i:?.t �.v.;�}•�.�.•::,•K,i:'i:::•:��:�:��y
'�: ;: 'A '.f. ''n' . ' <:•`.ts.'•.>::::::;�:;•.,.:•�''W�i••,`•i;`.:#�•.'+:�:;•::+:'ii�:::^:i;i��¢•:.�:t;;'j�'/,:.';:;�',•',<:::;�:'i!�Y",',':'S,
•.:+.•:::.,4 .�1 ,y. .�.'�d,++x,a...,+.•:�f•,•:::,:•�a::::b:?•::<•r.•:t•:••„+:�:•::•::•::;x,+:•'.•>S:w:•x•::•::•::•>:� •,+,,,:,:•::+.:k•::�•::..:��•s
+;Su,..Y�,•..�.r�,xµ�.,,.,,,,.,.,�r ti.s.}.•�� ..:,±,':,�:;.,. .z.+,,.,+ e.k;.r i�' .�:y"�.;�•2;�,:;:<::�;�r;:ti�5:%::2'+.2o;C't{t'''• ::.+::�:;ae'c'a.�'c' :,4";" '.'!{+.'�'CC�:C:.:�:�x`.rS;:?.+•:":2`R's�
<C;r�+S.'•c�i,'H,7�?��:';'F:;.;... . ;,;;�;3• ..�%d;;,.;.7,{ s>.r.`+.+''�k�3;k;;i•>�;•:.,y:::RE«�,.,>,.}. �?;,k:.: . rr`� .
,' •:r . • . ....:•: �.
. .
. .,:• •::...• :�•.:.•:
..�.:;�..
} ..,:y+..,., ,k;.:, .•'::'4V',.ti',+':arr:;,;•:�[.y,
......f.•:..:,,: •
, ... ;. . .. : �:�
''���'':h':',�:,�%'''irt'r''r':'::•'•,?•;,:::���::::::::�•r`.':,:::•;•;;::;,+•�+:`•:;:•:;•:;� •'.'.x�i' .:'
�"� '•x�• ��. WI,I,�.'S'�.'�'i y .;f..•.•.•:.•:.+.•.•�:• ::::�i'•::::::..::.4::r}::^:f:::::::: t':'+:::Y�.�......
;.,�.rr: .,. . .; . . ., .
•?:{� �� ' �4' :•'�k }i•?'f':?. .�,�.,'Oir.y • • �'v.v{'�}'.�:..:v:•i:.4i::�.::•i:•...�............ti:....................................+..�:{��i.'�:.+.:..:....:f..:....:ir.•:n�y:
x•:.,\?.1$,+,h.,'# 'S$!i:!r ,.;r}ti \�..} \'i'.'v.+++�..�, �.... . �?�•,••;•••;:�tiv:.5.�.•.::.:::::+.
>,�.la ,•, +i�. f i♦,'•'•,.:'>'r�'t,'�}��'S.;;yr.:;�s.::q+,+';: '%{.;:.:� .:�;•�,,,K;
�,>:• ��.w. ..�,.�*•..`�;✓� f.•:,•;•::••�.:: ,��.�.;.•..�. :^.::�:��::<>.,::::;;�;
;.,.,,,.
...,�: k.. • ..�`•:„ ?� �/y�/�/�
,
�p���� . ::.:� • • ::• . ....••�:,,•�:<::::::•:::..;.:::
ktr]4:4. .. • . : . :iFF %v...... '�...:.... �... -0ti�ft'^/J.�%4'r+�'•::.;:. JW�V�JV
SMM loan($2.5 million total)
Transfer-Civic Center Turn Around(0565) 1,500,000 1,500,000
Transfer-SMM tum around other c�sts(0789) 242,000 242,000
NSP:feeder line relxation(0784) 758,000 758,000
14.900,000 3,895,000 18,795,000
" Excludes$3,100,000 of 1997 CIB Bonds not yet appropriated by the Mayor and City Council. If approved, City
contribution for public improvements will total$10,500,000.
Mayofs&Mpa1011fee-H:YJSERSIBUDGET723U2ESOlUTI\RES SMD2.WK�
-
a�- 13�4�
City Council� � � A �REEN SHEET N_ 3 6 4 81
8 E �p��ApTNAE►dT DIRE�N��� �CYTY COUNCIL - _ INITIALJDATE
Dave Thune, 266-8620 �N �CITYATfORNEY �CITYCIERK
IL NDA ( �� �BUDQET DIRECTOR �FIN.8 Mf�T.SERVICEB DIR.
November 6, 1996 � ❑"AAYO"�°p"�'�T""� ❑
TOTAL#E OF SIGNMTU�iE PACiES (CUP ALL LOCATIONS FOR$It�NATURE7
�pprov ng and Authorizing execution of a Development Agreement with the Science Museum of
Minnesota, a construction grant agreement with =the State of Minnesota, and other necessary
documents in connection with the Science Museum Pro�ect.
:�pprow(A)a Ry�ot(R) PERSONAL BERVICE CONTRACTS MU8T ANlWER TNE FOLL01NIN0 CUEdT10N�:
_PIANNMdO COMMI8SION _GNN.SERVICE,COMM1681QN 1. Has lhis personRirm ever worked unds►a t�ontt4Ct for thi3�OneM4
_C�Ct�NI1TTEE _,,, YES NO
2� H8a Mie peroonlflrm ever bes�a dly smployes,?
—�� — YES NO
_aeTRICT COURT _ 3. 8oes this psroon/firm posasoe a skiN not normelly Poaseasd bY anY W►re�dtY e�lo�ro�?
8tiPPOA'T8 WFIICFI OOINrCII OBJECfIVE4 YES NO
Ezpliin all ya�n�w�n on�pNnt��hNt and attacb W�wn shpt
a�tm�7x�o�oe�EM,�ssu�,o�oAnx�rrr Mrno.wnn.ar►�.wn�e.w�,r�:
/1DYANTA(iE8 IF APPRONED:
OISADVANTAOES If APPAOVED:
� Counc� ��s��rch Ca��!'r
OCT 31 1� �
0�18ADVANTAOE8IF t�T IIPPROVED: -
TOTAL AMOUNT OF TRANBACTION = COST/REVENUE BUDQETEp(CIRCLE ONE) YES NO
FUNDIHd sOtlRCE ACTIVITY NUM9ER
FlNANCIAL INFORMATION:(EXPLAIN)
NOTE: COMPLETE DIRECTIONS ARE IN�UJDED IN'1'Flf`{i�1EEN SHEET UOSTRl1CTIONAL
MANUAL AVAIUIBLE IN TWE PURCHASING OFFICE(PHON�N0.2@lF42�F),:;�
ROUTING OiiDER: ;
Below aro c�orrect routinys for the five most iroquent typss oi dooumsnts:
CON?RACTS(asaumes authorfzsd budget sxists) COUNCFL RESOLUTIOW(Amend Budpstf/Acapt.OnMs) .
t. �tsids Agsncy 1. bepartrnent Di�ector . . , . ,, �
2. Departmsnt Director 2. Budget Director
3. City Attomey 3. City Atbmey
4. Mayor(tor contracts over s15,000) 4. MayoNAssistant
5. Human Rights(for coMracts rnrer 550,000) 5. City CouncN
8. FManc�and Management Servk�s Director . ¢. Chiei AccouM�t,Finanoe�d Mananertl�nt Serv�oas
7. Findnt�AcxountMy .
ADMINISTRATIVE ORDERS(Budget Revision) COUNCIt RESOLUTION(MI o1Mrs,�d Ordin�op)
t. Activity Manager 1: Departmsnt Oksctor .
2. Depertmenl Acoountant 2. Ciy Attomey
3. Department Director 3. Mayor Aseiatant
4. Budget Dirsctor 4. Cily Coundi
5. Ciry CMrk
6. Chie(Accountant, Finance and Management Services
ADMINISTRATWE ORDERS(efl others)
1. Department�IreClor
2. City Attorney
3. Finance and Manapement Services Di�ectw
4. City Clerlc
TOTAL NUMBER OF SI(3NATURE PAC�ES
Indicate the#o(paqes on which sig�aturos are roquired and paperellp o�flay
�ech oi th�s�papss.
ACTION REQUESTED
Deacribe what the prujecthequest seeks W accomplish in either chronologi-
cal order or oMer of tmportance,whichsvsr is moM app►opriats for the
issue.Do not write complete senten�s.Bspin each item in your Ifst with
a verb.
RECOMMENDATIONS '
Completa H the iasue in queation haa been presented before any body,public
or private.
SUPPORTS WHICH COUNCIL OBJECTIYE?
Indlcate which Council objectiva(s1 your project/request supports by Usting
the key woM(a)(HOUSIN(i,RECREATION,NEIt3HBORHOODS,ECONOMIC DEVEIAPMENT,
BUDC3ET,SEWER SEPARATION).(SEE COMPLETE LIST IN INSTRUCTIONAI.MANUAL.)
PERSONAL SERVICE CONTRACTS:
This in(ormation vWq be used to detennine the ciiy's tiability(or workers c�mpsnaallon claims,tax�s and prOpsr o1vN s�rvl�s hi►ing rulae.
INITIATIN(3 PROBLEM,ISSUE,OPPOFiTUNITY
Expiaf�the situation or conditlona thet croated a need for your project
or request.
ADVANTAGES IF APPROVEO
Indicate whether this is simply an annual budqst procedure roquired by Iaw/
charter or whether there�e speci(ic ways in whk�the Ciy of Saint Paul
end its citizens wiN bensNt from thia proJect/action.
DISADVANTA(3ES IF APPROVED
What negative effects or major changes W existing or past procesaes might
this proJect/requeat produce it it is pasaed(e.g.,hafflc delaya,noise,
tax incroasea or assessmer,ts)?To wnom7 Whsn4 r•or now long�
DISADVANTA(3ES IF NOT APPROVED
What will be the negatNre conaequences it the promised adion is not ,
epproved?Inab�iy to dsliver service4 Contlnued high traHic,noise,
accident rate?Losa of revenue7
FtNANCUI 1MPACT
Although you must taibr the informadon you provide here to the issue you
aro,addresaing,in gsneral you must ar�awer two questiona:How"much is it � �
going to cost?Who is going to pay4
� � - � 3� �
1 Understanding" ) which set forth in a preliminary manner, among
2 other things, the obligations of SMM to construct the Project and
3 the contributions to be made by the City to the Project, which
4 Memorandum of Understanding, by its terms, was to be superseded
5 by a final development agreement .
6
7 6 . In connection with the Project forms of the foll wing
8 documents have been submitted to the City Council :
9
10 (a) a Development Agreement by and between he City
11 and SMM (the "Development Agreement" ) which set forth the
12 rights and obligations of the City and SMM wit respect to
13 the Project;
14
15 (b) a Construction Grant Agreement by and between the
16 City and the State (the "Construction Gra Agreement" )
17 setting forth the terms and conditions u er which the State
18 has made a $30, 000, 000 grant to the Cit for the Museum (the
19 "State Grant" ) ;
20
21 (c) a Disbursement Agreement C nstruction Grant by and
22 between the City and the State (the "State Disbursing
23 Agreement" ) setting forth the ter and conditions under
24 which the State Grant will be di ursed to pay for the
25 design and construction costs o the Museum;
26
27 (d) a Disbursing Agreem nt by and between the City and
28 SMM (the "Disbursing Agreeme t" ) setting forth the terms and
29 conditions under which the tate Grant and the City
30 Contribution (as defined ' the Development Agreement) will
31 be disbursed to SMM to p costs of the design and
32 construction of the Mus m and the Upper Landing
33 Improvements;
34
35 (e) a Ramp Le e by and between the City and SMM (the
36 "Ramp Lease" ) purs nt to which the City agrees to lease to
37 SMM the land on w ich the Ramp will be constructed;
38
39 (f) a Mu um Lease by and between the City and SMM
40 (the "Museum ease") pursuant to which the City agrees to
41 lease to SMM the land on which the Museum will be
42 constructe , and
43
44 (g) a Lease by and between the City and SMM (the "West
45 Buildin Lease" ) pursuant to which the City agrees to lease
46 to SMM the existing building currently occupied by SMM.
47
48 The bove documents, together with all exhibits thereto, are
49 collect ' ely referred to as the Project Documents .
50
i�
334512.3
�1 � -13�1 �
1 RESOLVED:
2
3
4 1 . The City Council hereby establishes the Govern ntal
5 Program and approves and authorizes the Mayor, Clerk, D' ector,
6 Department of Planning and Economic Development and D' ector,
7 Department of Finance and Management Services (the " uthorized
8 Officers" ) to execute the Project Documents in sub antially the
9 forms submitted. The approval hereby given to th Project
10 Documents includes approval of such additional tails therein as
11 may be necessary and appropriate and such modi cations thereof,
12 deletions therefrom and additions thereto as ay be necessary and
13 appropriate and approved by the City Attorne , the appropriate
14 staff person or by the officers authorized erein to execute or
15 accept, as the case may be, Project Docum ts prior to their
16 execution; and said officers or staff ine ers are hereby
17 authorized to approve said changes on b alf of the City. The
18 execution of any instrument by the app opriate officer or
19 officers of the City herein authorize shall be conclusive
20 evidence of the approval of such doc ment in accordance with the
21 terms hereof . ,
22 '
23 2 . The authority to appro�e future amendments to Project
24 Documents is hereby delegated t�6 the Director, Department of
25 Planning and Economic Develop nt, subject to the following
26 conditions : (a) such amendm ts do not materially adversely
27 affect the interests of the ity, and (b) such amendments are
28 acceptable in form and sub ance to the appropriate staff person,
29 the City Attorney and any other counsel retained by the City to
30 review such amendments . Any amendments shall be executed by the
31 Authorized Officers de�ribed in paragraph 1 hereof .
32
33 3 . The autho�y to negotiate terms for a loan of
34 approximately $3 , 50 , 000 to assist in the acquisition of lands
35 for the SMM Projec . The Budget Director and Director of
36 Planning and Eco mic Development will by [November 30, 1996] make
37 a recommendatio to the City Council on the structure of the loan
38 and will inves gate the feasibility of the following three
39 options : (1) forgivable loan from the foundation community or
40 other non-pr fit organizations; (2) a City annual appropriation
41 lease;or 3) a City tax exempt revenue note which is secured by a
42 mortgage . Sources for the repayment of the loan may include but
43 are not 1 'mited to new District Heating and Cooling franchise
44 fees att ibutable to the SMM Project, temporary parking income
45 genera d from the acquisition for the Project on the Ryan Block,
46 futur sales proceeds from that property, and an annual Cultural
47 Star appropriation of $100, 000 for the term of the loan.
48
49 4 . The acquisition of the real estate described in Exhibit
50 -1 of the Development Agreement is hereby approved, and staff is
334512.3
q C� - i3��
1 hereby directed to proceed to negotiate the acquisition. The
2 City hereby authorizes the use of eminent domain and its lega
3 counsel is directed to undertake such eminent domain procee ' ng
4 if and to the extent necessary to aid in the acquisition o such
5 land and, if necessary, requests the Housing and Redevel ment
6 Authority to undertake such eminent domain proceeding.
7
8 5 . The City' s 1996 Budget is hereby amended t read as
shown on Exhibit A attached hereto.
Yeas Nays Absent Requested Department of:
Blakey �
Bostrom
Guerin
Harris �'
For �Approved by City Attorney
Megard .-
�`""
Rettman ���-- ,�_ G� —'
Thune ��'�-�G' `l
Approved by Budget Director for Submission to
Mayor ,�
►� 6��
Adopted by Council: ate
Adoption Certifie by Council Secretary
Approved by Mayor for Submission to Council
Approve by Mayor: Date
B,��i
q� - I�� �
Exhibit A
Financins� Current A ended
Budget Change Bud et
Science Museum-City and State Contribution
C96-OT200
Scattered Site Tax Increment Finance District 2,400,000 2,400,000
Community Development Block Grant(CDBG)Contingencies 500,000 500,000
Urban Development Action Grant 600,000 600,000
1996 Capital Improvement Bonds 3,000,000 3,000,000
City of Saint Paul Sales Tax proceeds-Cuftural Account 300,000 300,000
Riverfront Tax Increment Finance District 100,000 100,000
Civic Center Resenres 500,000 500,000
State of Minnesota-Preliminary Design Grant 1,000,00 1,000,000
Resolution Trust Corporation(RTC)assets 4,000,0 0 4,000,000
Science Museum of Minnesota
Repayment of Loan(9052) 2,5 0,000 2,500,000
Loan proceeds 3,549,500 3,549,500
Reimbursements/Temporary Income
Ramsey County(morgue demolition) 100,000 100,000
Science Museum of Minnesota(EAW, Eagle St.Acq.) 220,500 220,500
Parking income � 25,000 25,000
:'
� 14,900,000 3,895,000 18,795,000
Saendin�
Science Museum-City and State Contribution
C96-OT200
State of Minnesota-Preliminary Design GranY 1,000,000 1,000,000
Land Assembly
Acquisition/Demolition/Relocation :`� 3,000,000 3,580,000 6,580,000
Environmental 375,000 375,000
Contingency 1� 125,000 (125,000) 0
Real Estate/Legal Costs/Misc. 265,000 265,000
Legal Work on Memorandum/D elopment Agreement 175,000 175,000
Public Improvements 7,400,000 * 7,400,000 *
Conbngency-East Skyway nk 500,000 500,000
SMM loan($2.5 million tot
Transfer-Civic Cente Turn Around(0565) 1,500,000 1,500,000
Transfer-SMM tur around other costs(0789) 242,000 242,000
NSP:feeder line elocation(0784) 758,000 758,000
� 14,900,000 3,895,000 18,795,000
r�:
i
" Excludes$3,100,000 of 1997 CIB Bonds not yet appropriated by mayor and council. If approved, City contribution for
public improvements will total$10,500,000.
Mayofs Budget 0t5ce-H:UISERS�BUDGET�123V2ESOLUTIU2ES_SMDA.WK4
, `�C� _ I3� �
kt �!�..� �
A������ ��
T�r.�..�� � �
Eagle Parkway (for the record) , �� l `� � � b
This is just a house keeping item on Eagle Parkway. Our attorney and staff should make
sure that of the $10.5 million City contribution for public improvements that the trustee
account seperately for $1.5 million for Eagle Parkway which the City has agreed to build as
part of the Science Museum Project. Any adjustment to the appropiate documents or budget
should be made.
�- ,. . _..
�L.�� ,���cj ��)�,�`��
�
:�' I
�� —��� c�
November 6, 1996 `�
�
� ,�te �`��
AMENDMENT
����� � � 1
Whereas, the City of Saint Paul strongly supports providing construction work opportunities
for Saint Paul residents through its affirmative action policy
Resolved, tate affirmative action goals will be required in the Development Agreement and
SMM will lect a contractor with a demonstrated positive record on affirmative action and
the contracto will endeavor to make increased apprentice opportunities available as part of
this Projec o t e extent permitted by law
November 6, 1996 G� (P
, i�� �°
� ��
�� 1
AMENDMENT �- �
Whereas, the City of Saint Paul strongly supports providing construction work opportunities
for Saint Paul residents through its affirmative action policy
Resolved State affirmative action goals will be required in the Development Agreement and
SMM wi select a contractor with a demonstrated positive reaord on affirmative action and
the contra tor will endeavor to make increased apprentice opportunities available as part of
this Project��o the extent permitted y a
° �-
� � � � ���
MEMORANDUM
;
DATE: November 6, 1996 �� �,,;� �� r
� h��"`�
TO: Bobbi
FROM: Ann
SUBJECT: Science Museum Development Agreement
We are being asked today to approve a development agreement to provide approximately
$19 million to a non-profit organization. I say approximately purposefully because we
really don't know what we are committing to.
Ramsey County has not acted on donating land to the city
Ramsey County has not agreed to provide $100,000 for the demolition of the morgue
building.
We don't know where, or how, we are going to finance over 3.5 million in the costs we
know today. And the land acquisition cost are still staff guestimates
• Before tnis body acts:
We need a review of the lease agreements by our real estate people for compliance with
city leasing practices and policy.
, �
We need to have a decision by Ramsey County �%� �
We need to have a cap on the financial burden to city taxpayers. �� ,S A
�� �����
Propose an amendment to page 3 of the resolution � � �2�- � �q�
l
Notwithstanding any of the agreements, the Council states that the ma�cimum city
' contribution for all the city contributions including land acquisition and the borrowing
s�costs on the loan proceeds listed on e�chibit A, shall not exceed $18.5 million.
The Council also resolves that the following City and HRA funds shall not be used to
, fund the City's contributions: the Neighborhood Sales Tax, including interest, and the
�,�,.,�' ' HRA fund.
• A-116smm.mem
� � DEPARTMENT OF PLANNING ���/� ,1�
&ECONOMIC DEVELOPMENT
Pamela Wheelock,Director
CITY OF SAINT PAUL 25 West Fourth Street Telephone:612-266-6700
Norm Coleman, Mayor Saint Paul,MN SS102 Facsimile: 612-228-3261
�
October 28, 1996
To: Council President Dave Thune
Councilmember Jerry Blakey
Councilmember Michael Harris
Councilmember Roberta Megard
Councilmember Janice Rettman
Councilmember Dan Bostrom �
Councilmember Dino Guerin
From: Bob Geurs, PED
Subject: Science Museum Project
Enclosed please find the following documents for your consideration. The Documents
include: '
j� �/ � � �c�,� ,�� �+��'�—
1. Development Agreement and Exhibits / �
2. State Construction Grant Agreement
�l�G /(�/ t, , , ,'
3. Ramp Lease � '�t'
�� � , � -
4. Museum Lease ���� � � '
5. City Disbursing Agreement
s_
6. State Disbursing Agreement .
�,,, �
�• ,,.
7. °West" Building Lease �' '' � �
8. Memorandum of Understanding
The City Council Resolution will be delivered separately and is cunently with the Budget
Director Joe Reid.
�
J
' ` 9� -/3��
CITY COUNCIL REVIEW:
On Wednesday October 30, 1996 at City Council, City and SMM staff will be prepared to
cover:
Project Overview
Funding Raising Update
Project Schedule
Project Design
Public Benefits
City Council questions
The following Wednesday November 6, 1996 at City Council discussion will focus on the
Resolution, Development and Related Agreements and the Budget.
On Monday Teresa Sterns, Bruce Englebrecht and I met at the aides briefing to cover the
Project Design and Schedule. Next Monday November 4, we will meet again with Council
aides to go over question on the attached documents, Resolution and Budget.
CITY LEGAL ADVICE/CITY STAFF:
Documents which have been negotiated over the last two years have been drafterl by Briggs
and Morgan by Mary Dyrseth (223-6625) and Mike McEllistrem (223-6425) and reviewed by
Assistant City Attorney Terry Garvey (224-5686). City staff includes PED Director Pam
Wheelock, Bob Geurs, and Bob Simon.
If you have additional questions please don't hesitate to call me at 266-6653. I will be on
vacation on Thursday and Friday and Bob Simon will be available at 266-6593 to handle any
questions.
DOCUMENT OVERVIEW:
BACKGROUND: z.
The first seven documents have been drafted consistent with the Memorandum of
Understanding (8) which the Council adopted on August 25, 1995. These documents taken
together represent the City's contractual obligation with the State of Minnesota who is giving
the City $31 million dollar towards the design and construction of a museum and the respect
responsibilities of the City and SMM during construction and after the opening of the new
SMM by March 1, 2000. The City will own the land and building. SMM will be a tenant of
the City on a long term lease to run the museum. SMM will be responsible solely for
maintaining and operating the lease space. Annual the City will met with the Museum to
review budget and operations plans of the SMM and report to the State as a requirement of
the grant.
� � 9� -�3 ��
1. Development Agreement and Exhibits - The overview document between the City
and State that spell out the respective responsibilities. The $250,000 annual repayment
obligation is cover in (7) - "West" Building lease below. Desi�n is covered with
graphics in Exhibit G.
2. State Construction Grant Agreement - State/City document that discuss conditions
of the $30 million dollar construction grant to the City on behalf of the SMM. These
monies will be used only for the construction of the building and its related design.
3. Ramp Lease - City/SMM Agreement that allow SMM to construct a 700 to 825 car
ramp below Kellogg Plaza. Financing for this will be arranged for by SMM and is
not part of the State imposed restriction under their grant.
4. Museum Lease - City/SMM Agreement that establish the respective responsibilities
of the City as Landlord and SMM as tenant. The term of the lease will be 20 years
with 3 ten year renewals. There will be a nominal rent of$100 a year.
5. City Disbursing_A�reement - City/SMM Agreement which makes sure that during
construction the State, City and SMM's money is sufficient to complete the project.,
SMM plan to ask HRA to issue approximately $40 million of revenue conduit bonds
this winter so construction can begin in March 1997.
6. State Disbursin�Agreement - State/City Agreement which spells out conditions the
City must satisfy on behalf of the SMM museum to get the $30 million for the
construction and $1 million for the predesign work. Where appropriate the City has �
passed this obligation on to the SMM as part of the Museum Lease.
7. "West" Building, Lease - City/SMM Agreement that amends and existing lease on
the Science Center which is the "west" building of the existing campus. The principal
purpose of this document is get $250,000 a year from SMM after the opening of the
museum for 20 years as contemplated in the Memorandum of Understanding. The
document also contemplates the possibility of a sale and that this is a non-recourse
obligation of the museum. ,._
8. Memorandum of Understanding - City/SMM Agreement from last year that spell
out the respective business points.
/
�
� � � i
,���� 'r! p �� \�� .� ��i�`' �
, ,.
, e �� �• i ''..
� •
I 1M pppp •� � �• ` i '�
� �
� �
,i � � �,.pp0� •��\ � �1r,�•� •
� ,� � .
� � �a a� a�.i� �, �\ �� n� • �7• ��
-- -_ ,o. .
, �
p q`�� �\ •.�+ • ,. 1�.
I � ������' \\ �• •� •� • �
-- �T�T -� '��� �� � �'� �����S �
��� �T� 1 �'� � ;�, \ • � � � �.
- u�� � , \ �� • •• lii� ��, �
� ..
� � ..�i%/I��� .; � 1 � � \�\ �� '��� a�� �r .
;����., �,o I��� ►-i����1 � � . �•• ��pr .
' � tV�a.�� � � �. ♦ � ��� t, •
�� ��11�� f; . � �j����\ \; ' ��, �� �i> !� ��-,
��� �� , � • ,�� �!. . �'r
—�_ u. ` � r . '�. ��`. � •
ru� \ • � �,S•� • •
� � �
��:� `P w • Ii c�� . . A
. � `v � �� �.� � . �
D \
�i, ��� ;.�r;:;: O ��• � !`; •.
us� ,q�,,. 0 \\ '• Q , ;'��
1 �
� O'_ .�� �• �� L `1 :
�s' ,�''�!1".-=' •� :
4 ,r±• � •.
�� I: '� a..p � • � ��r
—
0 �I �4 { r0 � ��
.O �� . �' � ; '�d•;;: �* \ : •���
,�� ���� � � � �i�� � � \ �� � �
� ° • ,i� • r � O \ �
�
�'� y�, � a'�,���� - , o o •
► ' • h '�;�,��,n ",� e , ^ �� •„
, �3. o �'o
� . �� o� n'i ,p,p� ;: � � e.,r„� , i►
-�O �1 r, .....\ i, '�' "'0�a .-.,.A� �` .
'� � . °�� .a. ,=:A4pa 1 � �
' � : o;o���o�a .�.. 'i�Q O afiJ���.� \�� ��
= � :�'�4v41 �;O'-� ��'D��"de es �` \\
�� � .,� �P�r �1���P� 0�1!�i� 49 A�O�'� � ��
. � �
� , laa�� � �.�rf v'D .aa,�V' 40��� �� ��
� , : _4r�4,�, ���QO ��o� ' o�o'a��, �,�f����
= � � . �o�+a► �� r d.��o ve�'��4 r ���. �' \��
�r e>O v � � 6'd � �\rJ
.— + o� / • .
`�� � • o'° O � o ' �•• � \\��
i e6��0i�:pa,:. oO l,'„�� pa� " � • ��
� �• ��A.a�:o � � y,fit � .•\\
�� • � ,,d , a 'i►� 4's �'• \
,,� • �: •�������o� �� :�r���� �d.��� ��
��� y ' ��•:� f�:,.� � � �•��� "�e � ,�?�I � �.•�r��i
�'��i � : •��' �� � ••� ���:e. '�r �
.�� � ���~ �� ����
� . • ! ��� �`
. , •, � � �
� �� � �
�, ,
� �,� • �
t t �{�-�3��e
EXHIBIT B-2
DESCRIPTION OF THE SMM IMPROVEMENTS
1 . A museum of not less than 300, 000 square feet, containing an
omni theater, an auditorium and exhibit space (the
"Museum") .
:
2 . A parking ramp of not less than 700 spaces but not more than
850 spaces (the "Parking Ramp'�) .
3 . On site infrastructure improvements, including lower access
connection to District Energy, Ramsey West and the County
Jail .
4 . The Grand Stairway more particularly described �in Exhibit G
(the "Grand Stairway" ) .
5 . The Pedestrian Path System more particularly described in
Exhibit G (the "Pedestrian Path System") .
6 . The Plaza off Kellogg Boulevard more particularly described
in Exhibit G (the "Kellogg Plaza") .
7 . Celebration Plaza more particularly described in Exhibit G
( "Celebration Plaza") .
8 . The Plaza Connection described in Section 4 .19 .
9 . The Civic Center Turnaround and the NSP feeder lines .
331479.7 B-2
. � � q�- ����
EXHIBIT B-3 �
SCIENCE MUSEUM OF MINNESOTA
ESTIMATE OF COSTS AND
SOURCES OF FUNDS
.:.
>�roject �Costs; <
;:. ;.. .::>:
_ : .. ,:: .. :.. . . _.
A. Soft Costs-Construction
A1 Design & Project Management $8,550,000 9.24%
A2 Exhibits $8,000,000 8.65%
A3 FF&E $3,000,000 .24%
Subtotal Soft Costs $19,550,000 21.14%
B. Hard Costs
61&B2 On-Site/Infrastructure $10,500,000 11.35%
B3 Buiiding $44,000,000 47.57%
B4 IMAX Theatre (equipment) $4,300,000 , 4.65%
B5 Parking Structure $7,000,000 7.57%
66 Construction Contingency $3,150,000 3.41%
Subtotal Hard Costs $68,950,000 74.54%
C. Soft Costs-Other Expenses .
C1 Moving $1,000,000 1.08%
C2 Ext. Relations=(Dev.&Comm.) $1,500,000 1.62%
C3 Financing Costs $1,500,000 1.62%
Subtotal Other Costs $4,000,000 4.32%
TOTAL SCIENCE MUSEUM COSTS $92,500,000 100.00%
_
��roject �our�es vf F�n�s• :
: _ _ .
_ ......
D. Private Sources
D1 Capital Campaign $41,500,000 44.86%
D2 Parking Ramp Financing $6,000,000 6.49%
D3 Science Museum Funds $1,300,000 1.41%
Subtotal private $48,800,000 52.76%
E. State of Minnesota $31,200,000 33.73%
F. Federal Project Grants $2,000,000 2.16%
G. City of Saint Paul $10,500,000 11.35%
TOTAL SCIENCE MUSEUM SOURCES $92,500,000 100.00%
B-3
` ' aC�- �3��
EXHIBIT C-1
DESCRIPTION OF TI�LAND
Parcel 1. Former Ramsey County Morgue
Parcel2. West - a, b, c& d
Parcel 3. Plastics - a&b
Parcel 4. 272 Chestnut House
Parcel5. Eagle/Exchange/Kellogg area for right of way for Eagle Parkway Improvments
a. Portion of the former Rehab Center land owned by Robert Walsh/Seven
Corners Hardware
b. WJW Properties
Parcel6. Portion of District Energy Property
� � :�` �1,-��RT � .� . '_ - __._ -,�.- - ��' Exhibit C2: Acquisition Parcels
' ' ''' ' =� -'-" • � "�-� -
� � �' .� ; ::�� ,;. . _ ..`` �.< -� � ' �—�, � � ��.,.�3�� _
. .;.. ��,`� � � . �:. ,, ;. - :, ,` .,. Z ST
• ��`•`. ��ri �� +.. �`•� � 3' •i� '_:• � :'
� .'. �•.,, Y� . • S � � �� � • ; �,,, o, j�.,: ; — . ,� . w . .,� . .. ..
, .. � , �.::�-j =T o --_; . :- g:
: ` . • e ` : A :y � t , � , •,•,;•,` '' N
,, Sa ��.� ' 'ti ::- ,, I��LI.� � . �_ � y ,.. ' ` .
� , •;� � . (�,� �
'�°,; ` . , w �: �L[,� � M-GO�po� t , I �S � �'(')r Q N•�'� r�,v 4✓•�__�=
. `\�, • f • .... !�, ' � i - ; ��r'�1^ � • ,�:,�x —'t'--
, -, - �. _ KE��o� ,. I ,;, � ' , „� I
+ • . �: •S' ., __ G , ;:,e. , . .: o ,,,;.{� ,. � ,,
� \ I I . - - __ . ., r rr �'� �'P� • `�'b�.
. s :=o�;� �J i .'' / ` `�`_1 __ •. . , 'i= r
'Sb • t, _ .• ,:-;,.. ,f � . ' ; . ; ` '�------,--, BLVD.
�� L�;• ' ` ' r r . ,' ,r y,.. :
. (-'' �• "�� � �,, ;7��E :f� �'✓;'r -r�. �• ' � ... ,'.` ' .
� If :� G., i / c ''• , . , r " �'�•_ i � ' . � ` �.
J " a;� 1 ,, �i�, .' . . �� .r
'' �� `c �f Z � t. ,,•7 +`a . '�, ;O�'.`_ . �����` ` . �.. ' •
\ �, � `: • � . `, �, � ° � • r'� : � � '' �
'�'� I��,/�+ f�• �. ' � A U TOR�S N4 � '� �•- s , '✓y
.r \ � \ I' •/ �� ,". f� T h '��i.l�, �, • � '1 ••;, 1
�Y .'4,� /0 I� � �,��� \
:�•: •� �\ ,./ � .°� �..,�V:� ' • ' :; '
��}L�'/ � �� '', �,` �: • ' . ` �.'
\ 7 / I � �t. ��.' � \ ' :. ::.. ys,. � ,.,,.
- (iJ . 28 �ii.l _ 1 � �` •�/� ` `0�'�1/� `,� •'- ,�/'' .,'� ,,.�'..1�.: � �o� ' _ =Fe.e �-
\/ , F _ .'�\�s~�%.`0 1 • L ��T:���/' ��` •.�<'; �`•' 41.t`,t- . i;j0.t , + �i
`� � i� �� c ``G/ �> 2d ��,� :i � 3 �.
`• '� ' Qv' \ Z � s ` '�. `'' •�` •t . t,s-
1 % • �� I . • ��+ � O S • � � � y• •
.
^ �-. '' �• `, / 2b �, 4.� � c�,,, .i,"'•r � ' :. ' � �
. l - , �` 3 :� • � iY ' '��•r � . �.
'� iz �'" �` �c ' � ,,. ;� ,l.l,�, ;�
.` � �•; � \ 4 }�� S � �� � �
. {!► / , ?- ;,-,•; �i .�� �6 \
��J;. � �I \ s .\ � ` ~\ ..�i�i: �% •��' �. i� /�.,
? �• ';i � .f . �,�� H 1:»` ��'° ,.
�' .� . ' i / �, �/ ��•y ,\ �7': ,
:':�w=' :o �/ ) \� , � `3a • � �3 ` �,�, ,�;� . �� f. •;i' � ..�.•, ,
.. ��..' � ,4 j.. � �x „ , � , .� ��� ^,, � ,-� �
i z � .- � �j�.
�'i:=�.�:.::.'. � . .� � � 12 •��%O: � � a � � •
�` j,'� ';r� �• � ! ' � � � .� •Y � j -"�7/�h- 1 ' i'Sr=�t`: � �� �G
. � r
8�9 ����•x� vhh� ' \ „ � �,,/�\ �• 90 O :;j;ti`1 ���� -'..,� ��
,! �'�.�?�f \�1+, t Y 10 �`v \ 5 \ �� � 5• �• t 1', `s : ' ,! •.
� � � r ;�
� � �. ' a � � �' _?'_� . � t_
.—P . � , 1 ._.._ �_ ...._ _'5�..�-.a /� _ . �•.
�,,. � .�,. �� , , ,y , . . .
- .� + • a•� ,. 1 L..'' y � ,� •
' •�'. ` �' P ' �` ; ,' L • �,m �t� �• '
'� c,t °` 3b `° � \� •;?• ' '� ,,�.�6 :, Q ,,.
F�• , � � ' y c\� /
/, 9 (� a\'. �I,!�/;/ ', �� •
C � ��, h,' � � f� s-( � / � ~ !j• J , t ` � ''` � .
Y�' ��� �/ / �, i .
�,� � y _�'` •Y7, i� � 1�' �. /./. .
,r�1:w ()) �--� �L(. � i� ` � /�i� . . �j ,
•,��ti, L� J,\ I e,/i�i�i1; '� ,. <` , f,• • .-'.' ' . .
C�; '. �t � � • �j% % . 'r� . i� �` (�; � �•%i� j, ,
. � �:,� / •� �, ,
� '�J� bl::,\' ,•�,t / ��/" �'��i _�.. . a j/ .e ' . -.
�"���: /\ t i;</� 5' ` .�- �, / G^ . .
/ � � �-� � / ' r,� � /.'`/��� ��_j. :\\, �
„4+r�.' >, �� .''`'� �. . ��` %�� � �r 1\ Q�
.�.,:,� .�:��,., i ��`• ., �� ~$
����....�_ ;' � .''�. /�� � ,�.,,�j�, � ��i `J � � .�
� � _ ,'. . ✓ ,, ,_�}:, � a� K�Y:
r ��v \ � 4,::/'r �\. 4�y.y� , . j �'.�, :CJ�• � .
C; �� �/'� J� '��'Y-'.' tG �.� x'7�d.��:'� `b ,•
_ ;u\,�.�� ���� � , , f � ;••�; 1O Indicates parcel number
o.�i}i^" 1 ' •'% / �, r
j jf j�j�,'t-i %�y�� ;�� -;J;%,��
. ,;�� �' , � �'�� . ��� < ,-�./ �•�,, � , A i�. ; .
,- �/i,;�,i . i. . ,' � �' ,'�, � �
,�;;i� �� .�' ,. :,,� �• _, �
�.r ., i �, � ��- G :��v .f`' � �
4 � � .�� �, `',, r_'� 'T: �` j. .
j �/'. / .� �. � �%,.�'/ `:, ' - � �. . j .
i -, �'� ���
r
, ✓ '`��%�j�%�� \ l��~ ' /� / ,
. . �� ���i �� � • �. � �, � � �
��� � � .� `� �r . �,
� ��,�. � ��� : , �
- , l..' �'
C.
�
i �
q�,- �3�4
EXHIBIT D-1
DESCRIPTION OF THE UPPER LANDING IMPROVEMENTS
The following public improvements located within the Development
Area:
1 . Eagle Parkway i
2 . The Grand Stairway
3 . The Pedestrian Path System including public
accessibility through the Lease Premises
4 . The Plaza Off Kellogg Boulevard (Science City Plaza)
5 . The Civic Center Turnaround and NSP feeder lines, all
as described in the Z�rn Around Agreement
6 . Lower eastern access connection to District Energy,
Ramsey Government Center, Jail
7 . Celebration Plaza
331479.7 D-1
!
�
• � � • ' . • • • • - -
. . .
a� _ �� �ppa •\\� � � � � �d ��•.
i `r� �p0, ;; � �� '� i •
r • • .�
1 �' � ��p0�� ���� � �5,���
� � .� � �
► r� �, - '�• '•I .
�.��,i r� ,9eri j �� � �� • �.f.� �t ,
-�--_ t
�/ .
p a`a�" \\ . •.� • ,. /1.
I � o:����i �� �� �+ � r �
- ����T� 1 n�-�' -�o;� \� � �'� ����S ��`
u�� � , \ � �• • � r���,�� �
e��
�
� �u►,��li d, � , !,, `�, . � �• ` a•• ••:
�.��,� , ;.e ►r�l_►_,�J; �, , � \ ,, .�. ���o,, .,
�� '��..� � � �. . . •,,,r �j �
�, �� ►' I; �j�l'\ \• ' '�', �? �,) i� �
l . �
„/ �� . �� � � ,�• „�.'. '�'� ��
�„� �
` •• '
��_ U, \ � �� • �`�' �
�� . � „s� ���
� ��
�� `a� • � �,� t����� .
i �, .. \ � ��� �•. .
. •.•
r�� �. '`qit�A,' O � �� �� � , �n��
.
� � / �� ��,. O'_ .� � � ��� L7 `1 ��
_ e;,4 •'�;�- � � �. •� �
���� - �: �':i;, �'4 ��� � j �'��
,
0 � d�' ' ve � • ••
.0 ' ° (', �, ♦ 'IS-�; ' OO � • •,.�
`� �1 • �� ?1��' !j ,,p` O \ �'• �� �
�, `',�, , �, � ����r " O� o. \\ � �
1 j�° �� ; .o+ r n� �.IJ�� � ��,.�`y � •�
;. ,� �,o �� ,..a � �'
��O �►'�' � . . °oy �� � .���4� `.
� ; �, .o. ��_,%; o
— �Sao-����O' . .. �''�Q� �\"; \� \�
� , ��,�.a,��VVoo ,eq� :�!�}..o °�h �; �
�� � ► .•�%„0,1 ��� `� dode �too'a?ey �•� `�� _,.
-� � �� �'�'.w �;1 � '�.'n , 4���'de . �� �.
� ��'�' �' �6 �D .0�� . o♦�/� �.� ���
I • �` � J �/.�� � \ �
� .'� ' =i�4'�'°� ��� �° � �.� �19/�4�� � \ ��',+
_r . ' _ v�-f� �,Q► � �\���
.- y- •
`�'� o`g°�.o�.. 0� _ 1 /�' �•� �\\
'1 �0:` a' � -� d.
:� .� . �:.�� 0 `- / ' �'�
e _ s!;• ��
�cc .�s� 4g�o / ' •
'��� . • �; :••"'��� ♦ ,6 �,�,,�� � �, :' •i
.
�, y �,,;.•. ,� � ��::. 'r� � .��i • ', � .�
��; q � : fi,; .� d � ��,.����.��e���� �!-
���� � •� �' �r~ .�� �'���w�� �� .
i� ,r� •
. , � �
� � �� � � ,
� � �
` � .
� � •
�� �
, � I
� I � • I I • �
�����
����� � . • �
/����
�����
,•.'� �� pa •\� �R�•� � ��� •
� \ , �.
.
. .• • i .
:a� OpAp �� .. i
• I � ° •�\ • �'s..,••�
q �,ppp ��� '�
�,� �� a�;� `� � �� • , '
�� I •.
__�; �s ♦ � _� �1� � �
, •
_ � e���� \ . � ��f+�� �, •r •
I - - o:o� � •
-.t�T.t. .,;� �°� �� � ��! �ii��s ��.�
�- - -
� `"� '� � ,� '• � � `�';�,��� '�
, . � �
.
, °. • •
� d: � , `� � �� ` a• 1
��III`�:II���I��►_��!V , \ \� �' ���or ��� '.
����••:� � � �• • ., !.;,�,'f j � �
�U• �1111 �. ��►(►� •: ' �. �- �•, � �
��� �� ; I \ �� ,�..� „�:: •♦ i
--___ � � � • ., . `• • �
. • °s•� �
ii�� `a: `� ��'I G)� • �•�
bD '�, `_ .� � � ��� ��• ���
�� ,.,�` O � ���
D� ���1� �, O �` •• � , ;�•�
� � / �� �- '� \ • �� � `1 :
OzIF4 `''`�;;' � � �. •4 =
��' a ��4 � � ; �!�r
� _ r: `,::4 Q,� � , � ,.
�,a►� . _: . �.�s.,:; � o,, � . ...,,
,
�:� �i' � � �� a��,;°�, .. ::.1 P� � \ �'; � •
;., . � �.�� o. \ � �
�j1 „ : � ` a;;yC,,n :�,o � , ►� \� •�
�I.. � t' ..,;/i O�n"O ;�� °�°°y �r
��0 �1.... .... . ►• , `o � �` \ ,.
�r � pp� ` ,�:;�I�lj�� , `�
' � ■ °c�vo-o.o-40� �
�°�a°�o,aO, •q�' `��Q O Ofij���` \`� \�
� 1 � a�0��1 �asP� �r�0��,0 �OOprO� \�� -
!�� �� •..��',�P4' �;!'�.� 0'i!n � 4���o`s , .��� ��►�
' � �i�' O''�:�iD a� V . 00�. �r.�%,���. ���
, a+ts.• �..:,�.. � a, c, �'"_�
4�/" �r_��� .
� , : �4e4.� �ppa� �90 o>d�� `�._• \� ,
• � ���o�rb �'1 4;.0 9/� �as�ii::� \�
� . . ,°�°'� °�i,t4 �y�,� L■■.� • \�
� y��■v,d
� ■' fs0 , � �..t�iiiU • �\r�
� �\
� •
d • \�
e=: �
„� ^' o'go'Q,a;e.. 00 �-° d-- � • ::�' �� �
� / ��� ���, ` -� !!� ir�
� •� �.. O a:- .,�, .� .
�� � ��: 0 i��� o , 4 �..�:�j �' •\�
,,� , � ; ;,.�f�9�`00 � 6:�,���� ��;! •���
/ • . • ' .4�� ��e�or . �•�
`i • � •`• � � .:� ��urs � �• �•�•
/ • ,• Q �� m�u���� ► •�r� ���"
� � • �j . . �i ����■����u■��u��u��u�m .•• ��•�� .i
/��� � : ����..•��n��iiiiii■�■■■■�m��■��� �'/ •�'���.:.,:.• '�•
/,/�� � •��p 0���� .� � �
�� �r.o�r� ��� �
� � � , � ,
. ,� � *
, �
•�. � .�i
� ��
��� �
i�°' ►
9 � - •
� � �l�- ����
Exhibit E-2
Eagle Parkway Improvements Description
Street, pedestrian and bike system connecting Kellogg and Chestnut along Eagle that are
further identified in the alignment and cross-sections on Exhibit E-1 and E-3 f
Streets: width - typically - 48 feet
Curbs: parkway-style curb
Sidewalk: concrete surface �
width: east - 12 ft - combined with bike path
west - 5 ft
Bike path: Concrete Surface
Width - 12 ft (east side only) - combined with sidewalk path '
Lights: Standard City Lantern Style
spacing - 80' - 120'
Trees: one row - both sides, 2 1/2 diameter �.
spacing - 40'
Trash receptacles: east side only, 8 spaced appropriately
Benches: east side only, 8 spaced appropriately
Information signs east side only, 4 spaced appropriately
Buffer to Irvine Park: 1 row of trees around the triangular shaped buffer at Ryan
Avenue and Chestnut including a concrete plaza area with a 5'
sidewalk
K�\SH.qRED1RBG\EXH•£.ShiM
` ' - - -- . EXHIBIT E-3 q�' i3��
, CELEBRATION PLAZA
TYPICAL CROSS SECTIO�'
�' EAGLE PARKWAY
w a
oQw
� N �1NmF=-
� Q
� p °wQa
c� �' a
z
o �
U
�
m
�
�
U
} •
Q
3
Y
� �
Q
a
J
Q
U
� a
� U F-
_ •
C� � � •
J � _
w U
' � r
�- Q
N 3
Z Y
� �
W Q
�. a
z
Q
J
�
W Y
� � Q
W J
� 3
�" a
w
�
U
Z
O
U
' � ��- 13� �
EI��TT F
SCIENCE MUSEUM OF MINNESOTA
MII,ESTONE SCHEDULE
Scheduled
A. Pre-Construction Activities Completion Date
1. Development Agreement 11/06/96
2. Construction Documents 12/16/96
3. GMP Contract Award 03/27/96
B. Deliverv of Land
1. Parcel 1 County Morgue O1/15/97
2. Parcel2 West Publishing O1/15/97
3. Parcel3 Plastics 08/15/98
4. Parcel4 272 Chestnut House 11/15/97
5. Parcel 5 Eagle/Exchange/Kellog,g ROW O1/15/97
6. Parcel6 District Energy Prop. Portion 03/15/97
C. Site Construction
1. NSP Feeder Location 03/15/97
2. Civic Center Truck Egress 03/15/97
3. General Sitework
(Utility Relocation & Mass Excavation) 06/23/97
4. Complete Sitework (Roadways, Landscaping) 10/30/99 �
D Ramp & Plaza Construction
1. Foundations 10/O1/97
2. Structure 06/OS/98
3. Plaza Paving& Landscaping 11/27/98
E Buildin� Construction
1. Foundations 09/26/97
2. Structure 04/03/98
3. Building Envelope 12/02/98
4. Interior Finishes 07/16/99
5. Exhibit Construction 12/30/99
F. City Roadwav Construction
1. Shepard Road Railcrossings 04/15/99
2. Chestnut& Eagle Parkway 04/IS/99
3. Shepard Road Completion 12/O1/99
G. SMM GRAND OPENING 12/31/99
� � q(�- 13��e
EXHIBIT G
DESIGN GUIDELINES FOR THE
NEW SCIENCE MUSEUM OF 11�TNFSOTA
Introduction:
The general purpose of these guidelines is to provide a design framework for site
development and building design for the new Science Museum of Minnesota. These
guidelines are intended to describe the overall character, form and image of this
project while allowing design latitudes for specific material selections, colors, and
precisely defined shapes.
Overall Design Concepts:
The following major design concepts for the new museum reinforce the museum's
emphasis on visitor experience as the primary organizing mechanism for the new
facility:
•Easy to Use: The museum's design will be user friendly, pedestrian friendly and
city friendly. Visitor amenities and public circulation will enhance the visitor's
experience.
•Full of Surprises: The museum will contain a variety of uses and different types of
space. The museum will continue to be a dynamic, entertaining destination that will
be full of discovery. ,
•Connects You to Site: The new museum will have a downtown presence as well as
a site that opens towards the river;it will also provide a transition to a neighborhood
scale at Eagle Parkway/Irvine Park. Just as the views and movement through the
building will connect the city to the river, the museum itself will fundamentally
express this connection through its form and public spaces.
General:
The new museum will contain approximately 300,000 gross square feet of new
construction. Five major exhibit halls as well as a new Omnitheater are currently
planned for the new facility. Visitor amenities, such as retail shops, a restaurant,
ticket office and restrooms will be contained in an area known as Science City. An
education center is planned to provide classroom space and serve as the destination
point for school groups. Research laboratories and collecdons storage areas are
planned to support the major exhibit areas and ongoing scientific research. The site
itself will become a destination as science parks, outdoor exhibits, public walkways
that lead to river access. A 700-825 car parking structure and an improved
traffic/access network are major site components of the plan. The design of the
interior spaces must allow for a public, handicapped accessible, transition through the
building to one or more exits that allow the visitor into a public area that will lead
naturally toward the river.
� , ��- �3�1�
SITE DEVELOPMENTS
The new museum will be built on a site in downtown Saint Paul that embraces the
Mississippi River on one side and Kellogg Boulevard on the other. As the lead
project in the redevelopment of the Upper Landing site, the museum will provide a
welcoming pathway from Rice Park to the river's edge as well as help Saint Paul
realize its dream of restoring this valuable riverfront property and returning it to
public use.
A major focus of the site will be the long term transformadon of existing surface
parking areas into science parks that will provide participatory learning experiences
centered around the ecology, biology, history, culture, geology and physics of the
local Mississippi River watershed, as well as a Celebration Plaza which will be a
gathering area for the public near the west end of the site. In addition, the site will
contain an urban plaza on Kellogg, a Grand stairs for the public to descend to
pathway system that leads toward the river.
Key Site Design Strategy: Take advantage of the attributes of the site.
The verticality of the site, while challenging architecturally, provides opportunities to
open up spaces for magnificent views of the interior as well as the outdoors. The
building will feature dramatic views of the Mississippi River and will employ natural
daylight. The museum will connect programmatically as well as visually to the site
by developing outdoor programs and an environmental focus to their exhibits through
the development of Science Gardens as well as a landscaped Celebration Plaza.
Views:
The new museum will enhance the visual connection from Kellogg Boulevard to the
river and river valley by providing framed views from street level along key public
right-of-ways, such as Washington Street, and by maintaining strategic second story
views from the Civic Center and the Minnesota Club. Priority urban view corridors
for enhancement include:
•Up river - west of the Civic Center parking ramp
•Across the river valley - at the end of Washington Stre�t
•Down river - between the new Science Museum and District Energy
The building roof will be designed as an architectural element that will be viewed
from various perspectives.
Connections:
The new museum will improve the experience for pedestrians along Kellogg
Boulevard during all seasons. Canopies and arcades will be considered as part of the
design solution at Kellogg Plaza. A new at-grade, signalized, pedestrian crossing at
Washington Street and Kellogg Boulevard will improve connections from downtown
to the new museum. The new museum will also provide an outdoor public walkway
from Kellogg Boulevard through the site to Chestnut which leads to the river. A
future phase may also provide an elevated pedestrian crossing from the new museum
' � �Ce.— i 3�t4
across the railroad tracks and Shepard Road to the public space near the rivers edge.
It is important to design a direct connection between the Science Museum and
downtown that does not block views of the river nor creates a canyon effect along
Kellogg Blvd.
The new museum's landscape elements at Kellogg Plaza such as street furniture,
historic lighting, planting, and other public improvements will be consistent with the
public improvements currently existing at Kellogg Mall.
Urban Spaces:
The new museum will create a sense of place, enclosure and arrival through the use
of street furniture, entrances, plant material, and paving. Durable materials with
long-lasting finishes compatible with nearby existing projects will be utilized.
Vegetation will be indigenous and hardy with more formal treatment within the urban
plaza areas.
Park Areas:
Celebration Plaza will provide the transitional setting from the urban, downtown
development to the undeveloped and natural areas of the river valley. Land forms,
vegetation, paving, lighting and other site elements will respond to this transitional
setting through predominantly informal as well as some limited formal arrangements.
Large group gathering areas will contain a mix of landscape and plant material.
BUILDING DEVELOPMENT.• '
At its core, the new museum will contain the following different types of uses:
�The museum Visitor Place, the museum's best-known business, where
visitors experience the Omnitheater, exhibit halls, and other programs.
•Education, including services to teachers, outreach programs to schools
throughout Minnesota and the Upper Midwest, and classes for adults and
families;
•Production and Distribution, which develops Omnitheater films and related
products distributed worldwide and major traveling exhibitions distributed
throughout North America;
•Research and Collections, which conducts original research and preserves
objects and artifacts in trust for all Minnesotans.
` � �c�— �3—�c�
The following key design strategies provide the underlying foundation for the
conceptual approach for the new building:
Srraregy One: Design a building that works for people.
•Convenient access to and from parking to the main lobby
•Services such as ticketing, stores and restaurant conveniently clustered
•Sufficient space for public circulation; convenient access for wheel chairs
and strollers
•Room for adults to rest and relax, spaces for children to run and move
•Architecture that is welcoming and warm, not insdtutional
Particular detail is being paid to designing the spaces for the core visitor services--
lobby, ticketing, restaurant, restrooms, elevators and parking--for anticipated future
growth. Due to the configuration of the site, these areas are more difficult to
renovate or move, so they must be designed properly the first time.
Strategy 71+�0: Design exhibit halls that provide the greatest flexibility possible.
Museum staff know from documenting the history of the museum's current two
buildings that exhibit space changes dramatically in character and use as the
museum's r�eeds change. Large contiguous spaces that can be expanded or shrunk as .
needed are the ideal. Services such as electrical, heating and cooling, and
telecommunications wiring will be easy to move and upgrade. The building will be
designed to accommodate future expansion such as additional exhibit halls, classrooms
or offices.
Srrategy Three: Design a building using the latest in sustainable building materials
and technology.
The museum has formed the energy group, an advisory group of experts in the areas
of energy research and analysis, evolving energy technologies, construction
management, building systems and architecture. With their guidance, the new
museum will feature an integrated design that is economical, functional and protective
of the environment. The building's "green" design will be featured as an exhibit in
its own right.
Form & Massing:
The new museum will be compatible in form and massing with the sunounding
context and nearby buildings, including the new Civic Center, Minnesota Club and
the Public Library. Key elements that define the museum's character include:
< < ��— i 3�c�
Building scale:
Fundamentally, the museum's focus on a positive visitor experience and bridging
downtown with the Mississippi River Valley, should translate into a highly pedestrian-
friendly scale. Cazeful attention to the building's human scale through such elements
as detailing, joint spacing and modular materials is needed.
Massing / Orientation:
The museum will utilize the site's verticality and bluff condition by cascading down
from Kellogg Boulevard to the river valley below. The interior movement of visitors
will also follow the cascading effect down the bluff by allowing multiple changes in
floor elevations.
Conceptually, the building is being organized with a "no back door" approach. This
means that this museum will have several primary facades and/or entryways:
- On the north at Kellogg Blvd., the museum will relate to the more formal
historic character of Rice Park.
- On the west, it will transition to Eagle Parkway and the neighborhood.
- On the south, it will relate to the river.
- On the east, the Science Museum will provide an architectural transition
between District Energy and the museum itself.
Service areas and loading docks will be designed with minimum visual / functional
impact on the building's primary facades.
The building will respond to excellent on-site solar orientation through the use of
large glazed areas and clerestory lighting.
There will be a strong, well-defined site edge along public and internal streets,
through building setback, landscaping, fencing and/or other elements.
At south edge of the site an eight foot high fence will be located parallel to existing
railroad tracks. Treatment of the fence will be consistent with the surrounding park
like treatment of the site.
i ht:
The new museum will extend above Kellogg Blvd. in order to:
frame views from Kellogg, provide a strong visual icon marking the entry to the
museum for visitors at Kellogg Blvd., and maintain a strong urban edge at the street
level. Specifically, the museum's height along Kellogg Boulevard will be compadble
in height with adjacent buildings, such as the Minnesota Club, Public Library, and
expanded Civic Center. Due to the cascading massing effect, the building will step
up from the river valley.
� . a�-�3-�4
Exterior Finishes
The museum will be composed of durable finishes similar to other typical Saint Paul
projects. In general, a warm color palette of earth-tone masonry such as brick, stone,
and pre-cast concrete will form the majority of exterior finishes. Conceptually, a
"lighter", more transparent feel for the portion of the building that extends above
Kellogg Boulevard is desired in order to allow for river views. This would suggest
larger azeas of glazing of non-reflective glass, particularly in areas related to
pedestrian pathways. This is important to provide a sense of connection between the
building's interior / exterior and to put "eyes on the street".
The building will minimize blank walls on primary facades or facing pedestrian areas.
Site walls will contain materials, detailing and scale consistent with those of the new
museum design.
Li�h�inQ/Landscape
The museum will furnish a street landscape and lighting plan consistent with the
design guidelines principles outlined in this Exhibit and Exhibit E-2.
Grand Stairs
The Grand Stairs which is located at the eastern edge of the site will approximately 20
to 22 feet in width and provide a pivotal transition for the visitor to descend from the
urban bluff along Kellogg into the river valley below. Architectural treatment shall be
consistent with announcing this as a public space, with ample lighting and the design
should avoid unnecessary 'switch backs" and over-hangs for safety and maintenance
reasons.
Kellog€ P�
Treatment and choice of materials should invite the visitor to and through the museum
space and be consistent with other public gathering spaces along Kellogg Bvld. such
as Kellogg Park.
Pedestrian Pathways thro�,h the site
Special care must be taken to promote the publicness and accessible of the pedestrian
path that bisects the site from the Grand Stairs on the east to the western end near
Chestnut and Shepard Road. Grades and treatments must allow for ease of visitor
movement and the paths must handicapped accessible.
Fa�le Parkwa�
Along the western edge of the site, the design elements of the SMM designed
Celebration Plaza will be integrated with the City Eagle Parkway design. Eagle
Parkway is further described in Exhibit E-1 and E-2.
K:\SHARED\RBG�SMMDESIG
�
�
e
` �.�� b ''i�
� i �- � � ii
� � � �---=
� � -� �
"!�r. If � R
� ��r�r „ti ��' '����� ,
J r�
r�j ��' �r � ��`.;
` ;�;, �/
■ ��� +�+�
��l�'� ���
. � � ,�,�
�
� o
�l:..,..� �;��,� �,. �o. ,�\\:I�)
•� ' '4y+ ,' : •�� ,y��.tt•_
,� � �=, '��a vt
rt � �� /
n �
� , r
, ','�
� � � � � ` II
'� �
�� � �
;_�,��� �� „�4.��
�;� ��� '>,, �U��l:�! /
..
�rr a .
u: --i ��r''� -- '�� �' i
�_ � ` ��
:� � �-° �� ....
; .f.� �.1 � �
--- �: 1';�� i� � �
; ��. _. � ,
_ ,_�' �:.,� i�•�• .' _
�=:: '�• 1�11 il la
��..�;1 i � �
� � � �
:_ ,.
.��-� �4`� ;:i�
-, �
„
t
� ',y��
�� � � , � � � .
1�� � �
!� ��°°�``
s •
1 eyeo
e ;,
=/ \�� _ �.
I -�/ I �J'�•�
� (.�� �`� :Pi�?��,� ��►
� ► ����. �� ` ���� ��
I � ' ��� �.
� � �/��1� ��L� �'� �� �,� �ji ������ ! � �I
a.o � � � � "�,,:;..
< /0 a��e\ IIII�,y4�r i�I�� �II, ,� \
, , ea�� �`ae �^e�1 11 � � .1'.��_ I Il���;i �
oua:! e?� 4.''1 � �,,. �if
�'
^ `O�°� oe �',' ao:p1�1 � ' , � '/������R��°;�1 /
� `�`ae �o �♦ \e� �I /{ �,1�,. \{
� ' I � . ,��0� `�,• � ��I I f illl,':"�1�tC
_� ��� � • `°e .�,'. t°o<�e1�����, . i. :\�at.1��
— � • , �� . — -- _�
�.L=�� ��r��� tt�
�s • �♦ ♦ � ��..
.. — r
�i r�� �9y''a � �'" � �� '1►1'1�1
J r�
/� �1 �� � �� �
;u��,'�� yy • ,a` t' �
;:``/� ry� � '?a f ��• ;�
A�� y'y � •� 'r �
�Z• 6 `
46 �
9 �
1 �'�� � '�l�
1
L , , . 6 �
� � ��
---_
�� _�
_� _. � � �;- � �%' •
��:_•l�: � :
,,�t �� �i
�►� ������°� � � ��,,-.
��,:�� �
\ �. ' �
-- =�1� � '� -- _ — �q '� ��iAJ�
� � �� �t �i,�.
,�� r• ���i .�� � �'.+`��; � ,�; ,;�a�` �
� i;��� ���. ���'�'�� � �� �`��.f.�a: �,:����
, i � ��C.__�1� 'IiA �. - —''� �
�_ ✓ — — ._—
�- -
._ _ ' ,
.� +i���
�
.� . r,
i
�
•�_
'�_
iia �
_ _Q _,:
u,..,..:.v _-__
—___ ��=,,�, ..
�0i ;���
� '� p I
� , � I
r
... ... .. - ,.� {�imx�i
�I�' I� ��:: �i u�uumuunIiI
I/ I� l.:� I1��IIY191
!. If 1� ■::{ ��yyl11u,1
i�.� _ I� 1� ■��, 1
��•1�
/p pp�
nunsnu�nnmmmu:�l'
aumnnu�uuu�uoun�ll
Y���t�V�����ii����/UN�����
����� I������I�����I���t�1�����1
I 111 �iiiiiiiiiiiai uiiiiuiue
111' '
!111
,
I 111,,1111
�IIl1
i11111....—.. ... .........�
IIIIIItIII
1111111111 i;:'; �
IIIIIIIIU ��'�., 'i��
n �Illllllli.� n _�' I
� uunu-.
- ■ I�'
•
nxm�uantumnmi "�
muumnmmumui �I�!
nmuuamwunmu 1
���� um�o��nx�m�unn I!4
���� ii����Y�����iY��/�t1;I I
— 1,�
� nim�minnMxu ■li.
. - ���aum�u�wmual���
� uwm�nurun ■IJi
1- `
�� u ll� r�P�
ll{i
a= �,� i I lfl�l i ii �� .'mmruw�=
i� a� i,I�I:�ai�dY.i i ii, !■
, ����'��,' i�. i�.l: u j�
� �. � � ii J� Ilun+li�
���i� I � I!i !! .�� II.�I,I�
I ' f'' I��
I ��������� � - 1�� _� ,llll������
IIIIIIIIII ', I�,l � u� -I iln��
� �IIIIIIIII� _ j!��i���:'� iii nii���I�
_ �� �';��' ��.,I
uwuni = ��r,:l �;: �I
� �inuuur _: �;.r• �.�.�.�� �- �jl
uuwu� _ , °: ���ji
� �nnuun - ...� III�-;
1111111111i= j �iiu��iii°�''�:��
----� �m�uu�;I'�'
I �.�nuuu,,;..�,�,'�I
�m�ou �
unmu
� mnm■
n -= i uum�■
n i�uum�'_�
f ,r.-:
,,,�d!�J
, � . a�-13��
EXHIBIT �-}
CITY OF SAiNT PAUL
FIRST SOURCE EMPLOYMENT PARTICIPATION AGREEMENT
Participating Employer.
Address: Zip: Phone:
�
Author¢ed ContaG Person:
Estimated Number of New Jobs:
I. GENERAL
A The City desires to increase employment opportunities for unemployed, economically disadvantaged City residents paRicipating
in the comprehensive employment and training services provided through the Saint Paul Employment and Training Center.
B. DevelopedEmployer agrees to use the City as its primary source for recruitrnent, training, referral, and placement of new or
repiacement employees in accordance with the terms of this Agreement
C. The Ciry's delegate agenry witl be the Workforce Development Division (WDD)in the Department of Planning and Economic
Development, Saint Paul, Minnesota, or any other appropriate City agency as may be designated by the Mayor.
D. This Agreement becomes effective upon the date hereof and shall continue for five years from the time EmployerlDeveloper
occupies any developed facil'dies unless othervrise specfied as provided herein or until the job creation goals as described in the
Estimated Hiring Schedule (Attachment A)are fu�lled.
E. This Agreement shall be applicable to all Developer/Emptoyer new or replacement entry level positions for which unemployed,
economically disadvantaged persons might reasonably be avai(able. This Agreement shall not apply to those jobs covered by
existing collective bargaining agreements or other DevelopedEmployer Agreements, where the terms of this Agreement would
cause DevelopedEmployer to breach the provisions of such agreements.
F. The Developer/Employer shall incorporate this agreement in each lease and sale agreement for space, if any, developed with
public assistance, provided by or through the City of Saint Paul in a manner in which the space so leased or sold and the lessee
or purchaser thereof shall bear a proportional share of the job placement to be accomplished under this agreement.
II. RECRUITMENT
A The em�loyment positions covered by this Agreement include ony DevelopedEmployer job openings in the classfications, titles
and qualfications contained in Attachment A
B. The DevelopedEmployer witl notify WDD of its need for new employees in covered positions as soon as the Developed
Employer decides to hire such employees. Specific job descriptions and/or qual�cations for each position w11 be on file with
WDD prior to any notfication of job openings.
C. The DevelopeNEmployer will provide WDD with its best estimate of the number and timing of potential job openings through use
of Attachment A and other wmmunication as necessary.
D. Afthough the DevelopeNEmployer is not obligated to hire employees from WDD referrals, they must consider such individuals for
hire in good faith. WDD staff will follow up with the Developer/Employer to better understand why employees are or are not
hired.
E. Job openings which are filled by internal processes from the Developer/Employer existing work force are not covered by this
Agreement.
C1TY OF SAII�T PAC�L
Torm Colcman, �tayor
DE��RTME.�.'T OF PL.nA^�'TNG�
EL0�0!�S1C DE1'F10Pr�.7
W'or\fora De.•elopment Di�ision
�r�
, , , . R��- �3��
iil, REFERRAL
A WDD wiil refer applicants according to the quaifications requested by DeveloperlEmptoyer.
B. If training for specific jobs has been agreed upon between the City and DevelopedEmployer in a separate agreement under
Sedion V,hereof, trainee appiicants will be considered oniy when the training is successfully completed by applicant
C. DevelopedEmployer reserves the right to make atl decisions on hiring new or additional employees, i�ciuding the quai'fications
of applicants, but agrees to consider hiring for covered positions from among those persons referred by WDD who meet the job
descriptions and qual�cations. �
D. WDD staff witt coordinate fts referrai and placement efforts with the Urban League and other agencies housed at the Saint Paul �
Employment and Training Center. RefeRals from the Center wiil be handled by one person designated as the First Source Job
Devefoper.
iV. PLACEMENT
A. When OevelopeNEmployer not�es 1NDD staff of job openings in covered positions, WDD will notify the Employer within forty-
eight{48) hours of the number of appticants WDD will refer.
B. Ii WDD cannot refer the total number of qualified persons requested, WDD staff will notify the DevelopedEmployer who may fill
the remaining positions by any means.
C. WDD will monitor a)job retention of employees place under this agreement, and b) referrals not hired by the
Developer/Employer and the reason(s) given.
D. After the DevelopedEmployer has hired an app(icant referred by WDD,the City will not be responsible for the employee's
conduct and the Developer/Emptoyer releases the City,from any liability for the actions of such employees.
V. TRAINING
A. WDD and the DevetopedEmployer may agree in a separate agreement to develop training programs including:
♦ On-The-Job Training programs (O.I�
• Customized Training Programs developed jointly between the City, EmployedDeveloper, and area educational institutions.
B. The DevelopedEmployer agrees that it witl not discontinue on-the-job training presenty provided to its employees by reason of
the provision of UVDD of on-the job training under this or a separate agreement
VI. CONTROLLING LAWS AND AGREEMENTS
A If this Agreement conflicts with or requires Developer/Employer to breach an existing collective bargaining agreement or any
other existing agreements, said agreements shall prevail.
B. Developer/Employer will provide WDD staff with written evidence that Developer/Employer has provided the representative of
any collective bargaining unit wfth a copy of this Agreement and has requested comments irom said unR DevetopedEmployer
will provide such comments to WDD. •
� . . �C�— i 3�c�
PARTICIPATING EMPLOYER:
gy; Date:
Tdie:
f
gy. Date:
Tdle:
CITY OF SAINT PAUL
gy; Date:
Director of Planning and Economic Development
gy; Date:
Director of Finance and Management Services
APPROVED AS TO FORM:
gy; Date:
Assis;ant City Attorney '
� � �(�� �3��
Attachment A
ESTIMATED HIRING SCHEDULE
City of Saint Paui
Department of Planning and Economic Development
Workforce Development Division
�
Empioyer Date
Job Titles Immediate Future Training Necessary
New Hires New Hires Prior to Employment
FIRSTSRCA
� � � � �- �3��
CITY OF SAINT PAU� PLANNING AND ECONOMIC DEVELOPMENT
WORKFORCE DEVELOPMENT DIVISION
JOB IMPACT STATEMENT
Projed Name
Brief Description of Project .
�
Financial Package ProjeGed Approval Date
Developer Phone
Project Manager Phone
Jobs to be Retained Jobs to be Created
Narrative
Please 1) attach to any proposed development application for city financial support and 2) send copy to Wayne Young, First Source
Coordinator, 215 East Ninth Street, Saint Paul, MN 55101. Additional information may be requested as needed.
CI'Il'OF S.4L�-I'PAUL
Aorm Coleman, �fa�•or
DEPwF7?'�'�7 OF PLti,:�'L'�G k
ECO`:0�11C DE�'ELOPT�T
N'orl:fo�ce Dc��dopmu�t Division
���
, � . + �,(�- l 3��
Job# FIRST SOURCE
JOB ORDER FORM
1. Employer 2. Date
Client Response Date (SPETC)
3. Job Trtte 4. Number of Openings
�
5. Job Location
6. StaRing Date 7. Start Salary 5 per
8. Benefrts 9. Days to be worked
10. Hours of Work
11. Will union membership be requiredl Yes No UnioM.ocal
12. Duties of position (may attach description)
13. Necessary Qualfications:
Skiti Level (include licenses and/or cert�cates necessary)
Education/Expe rie nce:
Specialized Training: �
Miscellaneous:
14. Are your employees in this position expected to provide any necessary toois in the jobs(s)?
Yes No (It yes, please attach an itemized I"�st(with prices) of tools required for each position.)
15. Could a person with limited Engiish speaking skills periorm this job7Yes No
16. Is pubGc transportation easiiy accessbie? Yes No
17. Dces the job require shift work or other than trad'Aional hours? Yes � No
(If yes, please ciarify)
Return to: Department of Planning and Economic Development
Workforce Development Division
215 East Ninth Street
Saint Paul, MN 55101
Attention: Wayne Young, First Source Coordinator
' 228-3262122&3277 (Fax)
CITY OF SAI�T PAC�L
Norm Coleman, �fayor
DEPAA7T�7 OF PLt`�'T�'L`�G d
ECONOMIC DE\'ELOP!.�!.T
�1'okforu Dcvelopmrni Di.•isio�
��
DEPARTMENT OF HUMAN RIGHTS
, ' � ' Mazk Robertson,Acting Director Q�— � �j�(p
CITY OF SAINT PAUL 900 City Hall Telephone: 612-266-8966
Norm Coleman, Mayor 1 S W. Kellogg Boulevard Facsimile: 612-266-8962
Saint Paul, MN 55102-1681 TDD: 612-266-8977
�
AFFIItMATIVE ACTION/EQUAL EMPLOYMENT OPPORTUNITY REQUIItEMENTS
CONSTRUCTION CONTRACTS
Section 183.04 of the Saint Paul Legislative Code (Human Rights Ordinance) and the Rules Goveming Affirmative
Requirements in Employment set forth the Affirmative Action Requirements which are to be incorporated into and made a
part of'every contract entered into by the City of Saint Paul. These documents are available at the Department of Human
Rights, 900 City Hall, Saint Paul, Minnesota 55102-1681, (612) 266-8966.
The Saint Paul Department of Human Rights is responsible for monitoring the Contract Compliance Program to determine
whether or not persons or firms doing business with the Ciry are complying with Section 183.04 of the Human Rights
Ordinance and the Rules.
As stated in Section 183.04, the contractor will not discriminate against any employee or applicant for employment because
of race, creed, religion, sex, sexual or affectional orientation, color, national origin, ancestry, familial status, age,
disability, marital status or status with regard to public assistance.
EMPLOYERS WHO CONTRACT WITH THE CITY OF SAINT PAUL MUST DO MORE THAN MERELY
AVOID�ISCRINIINATORY PRACTICES. THEY MUST ADOPT AND IlVIPLEMENT AFFIItMATIVE ACTION
PROGRAMS TO EMPLOY MINORITY, FEMALE AND DISABLED PERSONS.
The contractor must also include the Affirmative Action provisions of the Human Rights Ordinance and the Rules in every
subcontract, purchase order, or agreement with any subcontractor(including material suppliers and subcontractors who '
enter into a contract with another subcontractor or material supplier), with stipulations that the subcontractor is bound by
the terms thereof.
A CONTRACTOR'S AFFIRMATIVE ACTION IN THE EMPLOYMENT OF MINORITY, FEMALE AND
DISABLED PERSONS WILL BE TAKEN INTO CONSIDERATION IN THE AWARDING OF A CONTRACT. It
is the r,ontractor's responsibility to become familiar and comply with the City's requirements and to ensure that their.
subcontractors comply with them. Technical assistance will be provided by the Human Rights Department staff upon
request.
THE EMPLOYMENT UTILIZATION GOALS FOR CONSTRUCTION
PROJECTS ARE 15.4% MINORITY UNSKILLED LABORERS, 14.3%
MINORITY SKILLED AND 9.4% FEMALE SKILLED/UNSKILLED.
CONTRACTORS MUST DEMONSTRATE THEIR GOOD FAITH EFFORTS TO MEET OR EXCEED THE
GOALS.
The following documentation must be submitted to the Department of Human Rights for approval efor a contract will be
awarded:
AFFIRMATIVE ACTION PROGRAM
Every contractor or subcontractor whose total accumulated contract or subcontract awards from the City of Saint
Paul over the preceding twelve months has exceeded$50,000 shall develop and implement an Affirmative Action
Program in writing substantially similar to the Department's Model Affirmative Action Program for Construction
Contractors, which shall include hiring goals for the employment of minorities and females in the contractor's
An Affirmative Action,Equal Opportunity Employer
qC�- �3�c�
Affirmative Action Requirements Page 2
permanent and construction work force. Once the Affirmative Action Program is approved by the Department of
Human Rights the contractor will be notified of their compliance status. Compliance with Section 183.04 is valid
for two(2)yeazs. At the end of the two-year period the AAP must be reviewed and updated.
The Model Affirmative Action Program is available from the Department of Human Rights. A Model
Modified Affirmative Action Program is available for contractors with twenty (20) or fewer employees.
Contact the Department of Human Rights for more information.
Contractors and subcontractors will also be required to submit the following documentation and other information and
reports as requested by the Human Rights Department:
�DENTIFICATION OF PRIME CONTRACTORS AND SUBCONTRACTORS-FORM CPF-3
(TO BE SUBMITTED BEFORE CONTRACT IS AWARDED OR PRIOR TO START OF
CONSTRUCTION AND UPDATED AS NEW SUBCONTRACTORS ARE ADDED)
The Identification of Prime Contractors and Subcontractors includes Material Suppliers and second or third Tier
Subcontractors and Material Suppliers. The names, addresses, telephone numbers, start date, completion date and
nature of work must be listed for the prime contractor, as well as all subcontractors (including all major material
suppliers).
PAYROLL REPORTS-FEDERAL FORM WH-347(TO BE SUBMITTED WEEKLY FOR THE
DURATION OF THE PROJECT�
The contractor and all subcontractors actually performing work on a construction project must submit weekly
payroll records ("Modified" Federal Form WH-347) and must include�of the information requested on this form.
Computerized Payroll Reports may be substituted if they include all of the information on the "Modified" Form
WH-347. Payroll records are to be submitted seven(7)days following the end of each payroll period.
WEEKLY REPORT OF SUBCONTRACTORS ON JOB SITE
These reports should be completed by the project foreman and submitted along with the weekly payroll records.
The daily construction log(s) for the week may be submitted in lieu of these reports.
EOUAL EMPLOYMENT OPPORT[TNITY POSTERS must be posted at the construction site and also in the offices of
the contractor and all subcontractors.
PROJECT UTILIZATION CONFERENCE(PUC)
After the contract has been awarded, but before construction begins, the Developer and/or Prime Contractor and all
Subcontractors that have been selected to work on the project will be required to meet(Project Utilization Conference [PUC]
and/or Pre-Construction Conference)with the Human Rights Specialist that has been assigned to monitor the project. This
conference will be held to discuss the utilization goals for minority and female skilled and unskilled workers, how the goals
will be met, and any problems that may affect the project's ability to achieve the goals.
At this meeting the Prime Contractor and each Subcontractor will complete and submit to the Human Rights Specialist the
Project Employment Utilization form(PEU) indicating the Total Number of Project Work Hours they anticipate it will take
to complete their portion of the work on the construction project, the Total Female Work Hours, Total Skilled Work Hours,
Total Minority Skilled Work Hours, Total Unskilled Work Hours, and the Total Minority Unskilled Work Hours. The
contractor and subcontractors must indicate on the bottom of the PEU form how they will meet the goals--through their
internal work force or by hiring additional employees. If they are unable to meet the goals they must indicate the reason of
the bottom of the PEU form.
These forms must be submitted to this office as near to the start of the project as possible for as many subcontractors
as you have hired. They must also be submitted as you hire additional subcontractors during the project.
An Aftirmative Action,Equal Opportunity Empioyer
. � . � q(�-�3��
Affirmativc Action Requirements Page 3
The Human Rights Specialist will use this information to calculate the number of minority and female skilled and unskilled
work hours the project must have to meet the respective utilization goals. As a result of this conference, a "Letter of
Understanding" will be written that will detail the plan and steps the contractor(s)will take to meet the project's minority
and female utilization goals.
The Developer and/or Prime Contractor has the contractual responsibiliry to ensure that the project achieves the utilization
goals. However, each Subcontractor ihat the Prime Contractor hires to work on the project must assist the Prime Contractor
to meet the project's goals. Consequently, each Subcontractor is also required to achieve or make every good faith effort to
achieve the respective utilization goals in proportion to the number of construction hours they anticipate it will take to
complete their portion of the construction.
Once the project has begun, the Human Rights Department staff will conduct periodic on-site inspections at the project site
in order to verify the employment of minority and female employees.
The Human Rights Department staff will monitor the contractor's and subcontractors' affirmative action efforts and results.
On-Site Compliance Reviews will be conducted on the work force of Contractors, their Subcontractors and Material
Suppliers that enter into contractual agreements with the City of Saint Paul. The purpose of the review is to determine the
contractors' compliance with the rules, regulations and orders of Section 183.04 of the Human Rights Ordinance. On-site
reviews include reviewing the implementation of the contractor's Affirmative Action Program, personnel policies and
procedures.
Contractors and subcontractors may be required to provide additional documentation in order to determine whether or not
they aze making measurable improvements in the hiring of minority, female and disabled persons, including, but not limited
to:
1. Good Faith Efforts Questionnaire
2. Applicant Flow Data
3. Employee Tumover Data
4. Documentation Supporting Dissemination and Implementation of EEO/AA Policies. .
5. Documentation Supporting Recruitment Efforts.
Failure to comply with any of the requirements set forth above is sufficient grounds for disciplinary or remedial actions
provided for under Article IV of the Rules; namely:
1. Termination of the contract;
2. Suspension of the contract until corrective steps are taken;
3. Continuation of the contract subject to the imposition of conditions to conect the noncompliance;
4. Declazation that the contractor shall be ineligible to bid on future contracts either permanently or for a
stated time; or
5. A combination of the above.
It is imperative that Vendors who are being considered for contracts of$50,000 or more contact the Human Rights
Department's Compliance Division to obtain copies of the requirements and documents in order to expedite the Affirmative
Action reviewing process. If you have any questions, please contact Bonnie Jellinek, Sharon Taylor, Linda St. Ores,
Caroljean Coventree, Emily Tuck or Rich Nymoen at 266-8966.
11/97
An Affirmative Action,Equal Opportunity Employer
. . �(�— �3�c�
GOOD FAITH EFFORTS CRITERIA
1. Ensure and maintain a working environment free of harassment, intimidation, and coercion at
all sites, and in all facilities at which the Contractor's employees are assigned to work. The
Contractor shall specifically ensure that all foremen, superintendents, and other on-site
supervisory personnel are aware of and carry out the Contractor's obligation to maintain such a
working environment, with specific attention to minority or female individuals working at such
sites or in such facilities.
2. Establish and maintain a current list of minority and female recruitment sources, provide
written notification to minority and female recruitment sources and to community organizations
when the Contractor or its unions have employment opportunities available, and maintain all
records of the telephone and written communications to the resources and organizations'
responses. When seeking to fill specific openings contractors will give agencies a reasonable
amount of time to locate and refer applicants, preferably one month prior to the closing date for
receipt of applications. Application and application filing procedures will be as simple as is
consistent with business requirements.
3. Maintain a current file of the names, addresses and telephone numbers of each minority and
female off-the-street applicant and minority and female referrals from a union, a recruitment
source or community organization and of what action was taken with respect to each such
individual. If such individual was sent to the union hiring hall for referral and was not referred
back to the Contractor by the union or, if referred, not employed by the Contractor, this shall
be documented in the file with the reason therefore, along with whatever additional actions the
Contractor may have taken.
4. Provide immediate written notification to the Human Rights Department when the union or
unions with which the Contractor has a collective bargaining agreement has not referred to the
Contractor a minority person or woman sent by the Contractor, or when the Contractor has
other information that the union's referral process has impeded the Contractor's efforts to meet
its obligations.
5. Develop on-the job training opportunities and/or participate in training programs for the area
which expressly includes minorities and women, including upgrading programs and
apprenticeship and trainee programs relevant to the Contractor's employment needs, especially
those programs funded or approved by the U. S. Department of Labor and/or Minnesota
Department of Labor. The Contractor shall provide notice of these programs to the sources
compiled under No. 2 above.
6. Disseminate the Contractor's EEO/AA policy statement by providing notice of the policy to
unions and training programs and requesting their cooperation in assisting the Contractor in
meeting its EEO/AA obligations; by including it in any policy manual and collective bargaining
agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review
of the policy with all management personnel and with all minority and female employees at
least once a year; and by posting the company EEO/AA policy statement on bulletin boards
accessible to all employees at each location where construction work is performed.
. � Q(�- � 3�c�
Page 2
7. Review, at least annually, the company's EEO/AA policy statement and affirmative action
obligations with all employees having any responsibility for hiring, assignment, layoff,
termination or other employment decisions. Specific review of these items must also be made
with onsite supervisory personnel such as superintendents, general foremen, etc., prior to the
initiation of construction work at any job site. A written record shall be made and maintained
identifying the time and place of these meetings, persons attending, subject matter discussed,
and disposition of the subject matter.
8. Disseminate the Contractor's EEO/AA policy externally by including it in any advertising in
the news media, specifically including minority and female news media. Provide written
notification to and discuss the Contractor's EEO/AA policy with other Contractors and
Subcontractors with whom the Contractor does or anticipates doing business.
9. Direct its recruitment efforts, both oral and written, to minority, female and community
organizations, to schools with minority and female students and to minority and female
recruitment and training organizations serving the Contractor's recruitment area and
employment needs. Not later than one month prior to the date for the acceptance of
applications for apprenticeship or other training by any recruitment source, the Contractor shall
send written notification to organizations such as the above, describing the openings, screening
procedures, and tests to be used in the selection process.
10. Encourage present minority and female employees to recruit other minority persons and women
and, where reasonable, provide after school, summer and vacation employment to minority and
female youth both on the site and in other areas of a Contractor's work force.
11. Conduct, at least annually, an inventory and evaluation of all minority and female personnel for .
promotional opportunities and encourage these employees to seek or to prepare for, through
appropriate training, etc., such opportunities.
12. Ensure that seniority practices,job classifications, work assignments and other personnel
practices, do not have a discriminatory effect. Continually monitor all personnel and
employment related activities to ensure that the EEO/AA policy and the Contractor's AA. : .
obligations are being carried out.
13. Ensure that all facilities and company activities are nonsegregated, except that separate or
single-user toilet and necessary changing facilities shall be provided to assure privacy between
the sexes.
14. Document and maintain a record of all solicitations of offers for subcontracts from minority and
female construction contractors and suppliers, including circulation of solicitations to minority
and female contractor associations and other business associations.
15. Conduct a review, at least annually, of all supervisors' adherence to and performance under the
Contractor's EEO/AA policy and aff'irmative action obligations.
ALL EMPLOYMENT PRACTICES REGARDING GOOD FAITH EFFORTS MUST BE
COLLECTED AND MAINTAINED IN YOUR EMPLOYMENT FILES FOR AT LEAST TWO (2)
YEARS.
6/24/94
� . ��-�3��
� � CITY OF SAINT PAUL
DEPARTMENT OF HUMAN RIGHTS
PROJECT EMPLOYMENT UTII.IZATION(PEin FOR CITY FUNDED CITY PROJECTS
PROJECT DESCRIPTION
CONTRACTOR NAME PRIME SUB
ADDRESS TELEPHONE
TYPE OF WORK TO BE PERFORMED
CONTRACT AMOUNT EST START DATE EST COMPLETION DATE
EMPLOYMENT GOALS (City Funded Projects):
Female Skilled/iJnskilled - 9.4% of Total Project Work Hours
Minority Skilled - 14.3% of Skilled Work Hours
Minority Unskilled Laborers - 15.4% of Unskilled Work Hours
Please complete the section below and include your company's anticipated construction work hours on the
project:
TOTAL PROJECT WORK HOURS
TOTAL FEMALE WORK HOURS qo
TOTAL SKILLED WORK HOURS
TOTAL D�IINORITY SKILLED WORK HOURS %
TOTAL UNSKILLED LABORER WORK HOURS ,
TOTAL UNSI�LLED MINORITY LABORER WORK HOURS qo
TOTAL NUMBER OF EMPLOYEES ON PROJECT
INSTRUCTIONS:
Total Skilled Work Hours + Total Unskilled Work Hours = Total Project Work Hours
Female Work Hours = by Total Project Work Hours = Percentage of Female Hours
Minority Skilled Work Hours = by Total Skilled Work Hours = Percentage of Minority Skilled Hours
Minority Unskilled Work Hours = by Total Unskilled Work Hours = Percentage of Minority Unskilled Hours
Indicate if company will use current employees and/or hire additional workers to meet the utilization
goals for this project. If you are unable to meet the goals, indicate the reason:
NAME(PLEASE PRINT) SIGNATURE
TITLE DATE
PEUFORM.97 - 11/96
�(�— i��c�
� � CITY OF SAINT PAUL
DEPARTMENT OF HUMAN RIGHTS
PROJECT EMPLOYMENT UTILIZATION(PEin FOR CITY FUNDED CITY PROJECTS
PROJECT DESCRIPTION_ Saint Paul Office Buiiding
CONTRACTOR NAME_ ABC Construction Comnany PRIME SUB X
ADDRESS 1000 Cedar Lane. Saint Paul. MN 55102 TELEPHONE 266-8966
TYPE OF WORK TO BE PERFORMED_ Roofin�
CONTRACT AMOUNT $236.000 EST START DATE April 13. 1997 EST COMPLETION DATE July 6. 1997
EMPLOYMENT GOALS (City Funded Projects):
Female Skilled/Unskilled - 9.4% of Total Project Work Hours .
Minority Skilled - 14.3% of Skilled Work Hours .
Minority Unskilled Laborers - 15.4% of Unskilled Work Hour
Please complete the section below and include your company's a 'cipa d onstructio w k rs on the
project:
TOTAL PROJECT WORK HOURS 2
TOTAL FEMALE WORK HOURS 1 2 9.64 %
TOTAL SKLLED WORK HOURS
TOTAL 1�IINORITY SHILLED ORK HOUR 21 • 14.44 %
TOTAL UNSKILLED LABORER OURS 496
TOTAL UNS ORITY HOURS 96 19.35 %
TOTAL NUMB YE ON PROJECT 12
INSTRUCTIONS:
Total Skilled Work Ho + To nskilled Work Hours = Total Project Work Hours
Female Work Hours = b T roject Work Hours = Percentage of Female Hours
Minoriry Skilled Work Hou = by Total Skilied Work Hours = Percentage of Minoriry Skilled Hours
Minoriry Unskilled Work Hours = by Total Unskilled Work Hours = Percentage of Minority Unskilled Hours
Indicate if company will use current employees and/or hire additional workers to meet the utilization
goals for this project. If you are unable to meet the goals, indicate the reason: .
Dorian Grey
NAME (PLEASE PRINT) SIGNATURE
PrQject Manager March 30 1997
TITLE DATE
PEUSAM.97 - 11/96
a�- � ���
, F
, , � � F D
� O �
� V Q
�
.�
�3
i A
y W
� � F
•� W
b 3 �
a o Ao
i E
a o
� 3
a �
� � �
.� 3 �
� � F �
G7 � '� A O
� A �
A
D ^
a �
U �
� V � �
p�G � 3 O
" 3
o � ;
U U °� �
d a O
� N y �
�Yi ,�, O
F •,: U �
C � � � E'
� � � ;� z
Z � V � .
Q � � "o
�
O U W a
�
p: F � � 4�i
�
z �Y � �
o = ; �
U ° � D
W b ° Z
� >'
� � o � � z
p�„ on o°� c� ° 'o �o` �
� �o z
0 «i O � � �C >. C Or
� O ^
.-, �O � � � C
O � � N N � � d
x '°o ,-, a v
F o.. e� ;n cv a N Z
d � � v, �p .i�i a O
.. � ,o v�
,` :.
w � oy � � a
�.. Ca ,� w °�' .o OW„
W �° � � � � U
A Q x � � � o Z
a. ; aN � T p
C � C N '� � U
� � � � �N„ 3 V1
O V1
� '' a
' c A
0
� � Q
�
� � �° W �
� � � �
� � wT z
� . �,
Y z � > -- �; � � �; � � � �: � � � � `� ^
� c� a� U � � L
� ° � � C� � -�cj
v� C. 0. 4. 0. v�
$ Y
N W �� _ ����
W
� i N �U' �3
. r � Z;CK
d �
z
d:
z
�� , o ��
gm Z o� .
f, ►�o
r u o
o Sy
�°.m �'
= W
O �
u
0 0
�
W
1
�
� �
v?o
W
O
O
FZ�
;O~
S
<
v
N �
C
n
NF'O
N Z W
3 =
� ��3
E °
� �
� u ��
� g d
� o ��
o = o
Ti <
�..� � � W J� � 1
¢ N f�
Y. (� < C �"'= 7
} N �
Q �
Sj r
a � W o 0
A = �< Vt
O � W '
O y
�a � �
Q � W
N o ; _
� ~
a ¢ �
�
q = �
c
o �
V '1S MO'1p O N O w O N O N O N O N O N O N N �
� = W
,° a
� o 0
z =
W � �
Y F a
Y
3 �� �
o�.
� 3N N
o ,n
Q v FZ-
W
H
� SNOI1dX7X7
S
�i 9MIQ10HM11M V
C
F !0'ON a
2 �
O
m
�
y J
O
� Q N
O W
>
Z� ¢
(7 W
W
W
f0 O� yj�p O
SNZ ¢¢y
W
�j � ��� 1
� O O �u W �O
H� � V ��� �
O
� �: � �J .�
� J o d �< ^u
° a u z � � �
�W W O J ..
C W O y
< � 3 y � o
j� LL Z a �
3�tltl
X3S
� � q(�- t��(�
� �B� oz
d � �<
A
� °a� a�
4 C A V
u a a- ��
� W n q °�
p W
. .L+ t L�" Z 1-O
F �V � p
T O Y f' yVj O
E °Ea Z m
p vNm S ho
n V«F W >c~i
9 <W
�N
Y 4 � `
F ; `�� fW
.� Y N � N Y � ¢ f2
d �
a.. t� B= ua � f°-
�C Z L C�r v f.� y W 4I
O C �' O�t N W V10
v:, C � C >00
9N V d O 7« mdU
Ey d E o � < W
�5 K _ � �in dZ<
=u < u4o� ��u~i
y C�t+C Ir-O
3 C � p� a� DU� .
O NN- W Y q� C >y�Z
c Z a a N � �p�
� a m Eu ° '° <
W
O V �� � Y V ��~ .
p � Z d p � K v pV0 .
t � � �9 �a 2 Z �p�
i+ �. � �� ;ri O � � <
► o �2•� � ��.W,
O E W q� O � � W JCt1�
Y Y � i C t V V � W I<rCp
Y� �
� -+Z.'
v ❑ v � �V�
'�mZ "
6 � 3N� ^.!
< � W � �t .
W � �ON
� Z �
�
v a u c o n o � tn � o T
p w T C A 9 p ` C« � ` �1�0 � q� g�
�`/ L V u d C N«C� 10 7 00 N 0.' V C L
� `9 p Ip � � 3 O m �0 C7 N 9
� E v qV � .t.°u : ayi w � E u o
o N L� c oa € W m a � n
A L C �'1� .� a�+ �p f C T 0�0 N � O_
� N
.. o u c� a o c o ' � �°,° O � m
4 � � m�c V w u•- � v a�i ��' vi o�
w y � N c cr r+ c p a�-
`o c � N N �� E u o C a+•C V� Z m C
; � 7 C N N 00
� C V C � A Q y�L� u O u N C l� V L
- � '� u v V d� d u E E � � c°.� vi a"i m
t D o aci m u�°i c n p� a E�`a�, ��=F S Y c
'o m E �,�,° AEr`� « ov ° a � `oc a �
� 0 A Y L u �o y 9 y� y U ` 00 . C V O
p a a m p
p, V 9 y t �n C �N : � A y ° n a G W 6.�„.
O 3 d � A aui�O �� O 3� p �t � c
� - � 4.t.y n u q �.L o N� w � v u
c ° '-^�' o ' �y^ ' q � ` °�'o � a ` 'E`
� o ,rtl,M o ,,, u L m `: c d °�c�` . ¢ °�
a�r a� m : ; vo� . N9 `oF i : Ec, p m_
n m cvr w o ��n a :: m � nC ° ~ 1O
t u c n� ` � N w N u :q � o A a� p 3 8
.. y W C ` o « u�i N �n W � N� u O . Q �`6
o y � vo o a�n t A oY � m� q 4' �v
c y � A�� " 9 c �� y ; N t �� °' °1 � L �
u o � u p o w rva� vY�;C m�o � ¢ u :
E C A T 1.V . � �� Y Y N m N y�y
G q L V o �V a � � ,a ai d O';w .t.. li � ►
,L„ ri � : : W 7 N N Y o0 Y1 a ., W
A
C � .�i�� c �' :y� t 3 C �y j�' W « j
� .. Q U . 17 a.� •y d y C « 3 m O
Z` y� C �'L C N 4.00 L O D A V „ m;J «d
v ., q u V a o n m u �. c � w °
� v : �o'a� m�°' N E '-'� v� :: � �5
°° � o cv °;�'° o � a.'�" d q N Z �
� v o m y- M v� a,v 1O� n E 1- ami � v C
� E F m c a�v
`o p u � ` �� G�o V y �o m� ` W� �N m
i� T d/ q V O
E R ° O� Y.t..av � ` � ° � v?q W °� .
= u ° ,'o, a- „ A A Y E o L ai = i=
m E ; a E c a o« �� a n :: . 3
h L � u O e0: O Y O L V �n • L N u N d L
D �.., � C C ;T A EA G 1-� � N ` G � y N F' v O
N
C J
� U � d _ � A u ` C
Y L v O Y u Y � V N� v d � O� v y a� � v
O N a A 4 V� O y Y G Q N b
O � V . V N L ; �C G M C�0 u T. N O N E
q�,- � 3��
TARGETED VENDOR DEVELOPA�1�'T PROGRANI
REQUIREMENTS
The City has a goal to award approximately 25% of its annual purchases of eligible goods and services to vendors
currently registered in the Targeted Vendor Development Program.
1fie following methods have been developed to achieve this goal and are used where applicable:
•The City will specify a percentage of the project that is to be subcontracted to vendors who have been
certified as a Targeted Vendor at least 2 weeks prior to bid opening. THIS PERCENTAGE VARIES FOR
EACH PROJECT AIr'D WILL BE CLEARLY STATED ON THE BID FORI�i.
-A bid preference not to exceed five percent (5%) may be applied on certain purchases to vendors who have been
certified as a Tazgeted Vendor at least 2 weeks prior to bid opening.
PROCEDURE �
A. If a project carries a Targeted Vendor percentage, contractors must solicit Targeted Vendors to obtain sub-contract
pricing to meet the reqpirements,and then list those subcontractors in the space provided on the bid form. Failure
to provide this information may be cause for bid rejection. Targeted Vendors are available not only in areas such
as materials and labor, but also design, consulting, insurance, security, etc.
A directory of certified targeted vendors can be obtained by mailing a $3.00 check payable to the City of Saint
Paul to cover mailing costs,to Joint Purchasing Office, Room 280 City HalUCourt House, 15 West Kellogg Blvd.,
Saint Paul, MN 55102, or is available via the Joint Purchasing's Quest fax on demand system. Contractors who
already have a copy should call for updates/deletions before bidding. Contractors who know of vendors that
qualify should have them contact the Targeted Vendor Development program at the address shown below.
Vendors must be certified at least two (2)wee�:s prior to bid opening, if they are going to be used on that project.
B. The apparent low bidder must submit a Genera! Contractor Utilization form (copy follows) indicating the
Targeted Vendors that will be used on the project within ten days after a vendor notification letter is
mailed. The apparent low bidder is also responsible for submitting Intent to Perjorm forms (copy follows)
completed and signed by the Targeted subcontractors certifying that they aze going to perform this work.
ELIGIBILITY REQUIREMENTS
A. The Targeted Vendor Development Program is open to small and emerging businesses. Eligible
businesses are based in Minnesota; have been in continuous operation for at least one year; are not
affiliates or subsidiaries of a business dom.i.nate in its field of operation; are not non-stocking wholesalers
or retailers;or manufacturer's representatives,brokers,franchises or businesses where the owner is owner
or part owner of another similar business; and do not exceed the City's revenue limit for their Standard
Industrial Classification (SIC) code. A listing of SIC codes and limits is available on Quest
B. Vendors who are certified with the State of Minnesota or City of Minneapolis programs may be eligible for an
expedited certification process, provided they meet all other criteria. Certification is not automatic and eligible
vendors must contact the Joint Purchasing Office at least two (Z) weeks prior to bid opening to determine
certification eligibility.
FOR ASSISTAI�'CE OR SPECIFIC II�'FORMATION CONTACT:
Targeted Vendor Development Program,
Room 2S0 Cin� Ha11�Court House
1� ��'. Kelio�g Bl��d. Saint Paul, I��f?v 5�10?
612-266-8905 -n��:sPz�s,-->?-s>
' ' t saint paul/ramscy county joint purchas'wg officc targeted vendor development program ��� ����
SUBCONTRACTOR INTENT TO PERFORM
(to be carspletcd onty by ss+bconaactors who me regis:ccG targcuG vcndon)
Project Name Bid Number
Departmeat . Project Number
General Contractor
Tugeted Vendor Name Federal ID # t
Business Address
Contact Person Phonc__�
Describe the work you will perform oa this contrac.t:
Date work begins: _�__J Ends• /__,
Indicate below subcontractors and/or suppliers you plan to use on this contract. Stacking of contracts is prohibited
� Contract
Company Name Address/Phone Type of Work/Supplies Amount Offce:use..onty.
>;<::�:::�;`<::�:::>::::«<�;�::<'::;`:::::
x�:>�::<:::>;�;�;::>::�::>:>::>:::>:::;:.
�::�><<>::::�::... ....
:.:::�-::�,:;::;<:::>:«>:�>;:.
<;�;;<:;><:::>;:>,;<;�:;;::;_.:<:>
S
(Attach addioonal sheet with subcontroctor and supplier information as necessary) ���������•��-��� �-�- �
Dollar amount of your contract S
Estimated dollar amount of work to bc completed diredly by Xour company S
Any changes in contract amount or subconh-actors must be approved by 1YDP stafL Questions? Call 266-8906.
T1u undersigneQ haeby casifies that s/he has�ead the temu of tlu Intuu to Pafornr and is aurhoriud to bind r1u campeny to the eommianau haein ser forrh
SignaavS�le ojaurhorced consparry afficiai and dau must be propaty eucuted on this docwnm� The undasig�ud swems rhat the joregoing sraran�nts are
auc and eorrecr. Fwsho,t1u undasigned agrces to provide eompleu and acuaau injomsetion regmdirsg acu�al work pafomud on Au projec� tluPaymer.t
rluieof,and arry proposed c1,a,rger of r1u foregoing arra„ga,sasts and funl+er, w pamit access dirring nom+al6uri�uss hours w the busintss work sir� record�
end filcs wr,�n necas�y to determiru eonfomiance to Targeted VrndorDe+xlopmau Prog�am rcqubrmerus upon requesr of the loint PwCl+asing Ofj"ice.
Name of Authorized Officer Phone_J
Signature: Title• Date: / /
,;. . : : OFFICE USE OIv'LY '.
<; ,
�I'pamcipaiion S ' «, >.
ZVDP ataff dR �e__�_�
. ,
,;:
SS'. P,S `:: H S �uty.A.S , B S GS ES i S —
�undm� City. County M'�I: CDBG UDAG ?�P `URAP Other '
DFrs_I—1 ��ry�<<J-1 �D�`--J / `xc�c ,, . / / :::.
DO NOT SEPAR.ATE
USERS\iti'D`�SL'&1�'PE�T.FR�� � �
saint paul/ramsey county joint purchasing office targeted vendor development program �� _ I ���
. ' � ' GENERAL CONTRACTOR UTILIZATION CONIlVIITMEI\T Entered
(ro be complered only by gene�a!contractor)
Project Name Bid h'umber-
Department � Project Manager
Total contract amount S
Targeted vendor participation required: °/a or S
i
General Contractor Federal ID
Contact Person Phone /
Address
Targeted vendors may be used on construction, professional services, goods, and/or materials contracts. List below the targeted
vendors you intend to use on this contract. Stacking on contracts is strictly prohibited.
Contract
Comparry Name Address Phone Type of Work Amount O�ce use only
$ '; `;
Q� v
.a
$
$
(Attach additional sheet with subcontractor information rf necessary)
Total value of contracts with targeted vendors: $
Estimated value of work to be completed directl by general contractor: �
Changes in contract amounts or subcontractors must be approved in advance by TVDP stafL Questions? Call 266-8906.
?he undersigned xi!!enter into formal agreemenf with the listed targeled vendor fvm(s)conditiona!upon execution oJa contract with Sarnt Paul or Ramsey
Counry. The undersigned ce�tifres thar s/he har read t1u lerms oJrhis commitmen�and is authorized 10 bind!he bidder fo rhe commitment herein set farth.
Signvture, title of authorced comparry official and date must be on lhis documenl or tht bid may be deemed non-responsive. The undersigned swears that�he
above sfntemexts we irue and correct. The undersigned agrees to provide comple�e cnd accurak injormarion regardrng acfual work performed on 1he project, the
payment rhereJor, and a�proposed changes of�he foregoing anangemenu, and ro permil access during norma!busrness hours�o the business work site, records,
and files when necessary ro delermine conformance with Ta�geled Vendor Developmenl Program requiremenls upon reques�ojlhe Joint Purchasing Office.
Name of Authorized Officer Phone /
Signature Title - Date / /
; , FOR OFFICE.L3SE ONLY ; , ':
Actual N dollan S % TVDP.aPProval Date ! ' /
5:S F:5 A 5 ;Mnrt}= A:S B:S ' C:S E:S '' I:S '
Funding: Ciry Counri. �viN ' CDBG LTDAG 'TvPP URAP ';
�t for subkr�t °a DPTS / 1 Cin�rpt ' / �_ HUD l 1 RC rpt I :
DO hOT SEPAI2ATE us�s.nv.c�iT�-F::�+ ,<�
. . � � ��- � 3-��
w
m 'E o � .
m � • U � ''
� y j �
�o v�
N d
E o
q U
rn
o N
a`
0
a �
U Q
o N
m m c
O o o O o 0 o V u d d ,y
�E �a p � 'c
m � � c °' ,�
o a U �, � � m
a` c T o � � o
N � rn rn rn a
vi � o c c c L
N _�- - N 'N 'N 'N U
� � � x x = 3
b N
� V Yj � � N � C � W �d t0 u`
b Q 1° � � a Q o�i 7'' n' c c c a
� Vu
V � �p � p � `� C _ u u �.'r
� j 7 � N � Z N •p 7 7 7 = .
a y W a U � a ° = a a a b
U � � Q Q J � Cro II II II II
g y w V a Q � o c i. co m o
O tn
OD liJ LL, Z = Z � � .p ,
� O O a .. O � 7 N C
� � r. = O � d (� Q 10
E � � o � � � ` 0 U
o �
c c c ,° � c c � � a
�o v E c -o v � � �°
c � � c 'o � a o z a
� a o � b u � U O �
b 7 7 R1 � _ � t � y Q
> j j � ? j > � � 0 � ,
> v > = ao 2
t- � c I
U � � o E
d �T-i Z a
a °' y ^ E
N a rn � � v
d
J47 Q ' � � N C1 [�
Q Q � � p F" V � � � �' �c
� '_ U y C N C C �
Z Z Q � �n a � .�p ' j Z c o .o
� W �? Z �, � � �,, cn oo � N G
wa%WLLZ o � a O E vi � o � o
W � -� � (n � m �a w a, C ax, �'c, � �'o, �
ava � Q � a r� � oa � v� = � T
c W in CL d n u u r n r
G � V� I"' � N �f a tA � N C') v �7 t:i
W � � � �. _ O � ' _-_-_-_ . _ .'
m �) ... �
, ' ' � �'I'Le- �3�1�e
LITTLE DAVIS-B.A,CON
LABOR. STANDARDS REQUIREMENT
All contractors, subcontractors, and loti�•er tier subcontractors shall comply �vith the:
• Little Da�•is-Bacon Ordinance, Section 82.07 of the Saint Paul
� Administratiti�e Code.
The requirements of the Ordinance are as follows:
1) The minimum wa;e rates and frin�e benefits as identified by the Little Davis- �
Bacon Prevailin� Wa�e Rate Schedule shall be paid to all on-site employees.
2) All «•orkers shall be paid time-and-one-half for all overtime hours �vorked,
meanin� hours worked over 8 in one dav and over 40 in one «�eek.
3) Apprentices may �vork at apprentice wa;es if they are enrolled in a bona fide
apprentice prooram and are workin� in compliance with the apprentice to
joume}�vorker ratios (Ratio of Apprentice to Journeyworkers on Locally and
. Federally Funded Projects). Proof of aoprer_±iceship �vill be required.
It is the prime contractor's responsibility to ensure that the followin� are included in all .
contracts, subcontracts, lo�ver tier subcontracts, and bid documents pertainin� to this project:
L2bor Standards Requirement St2tement;
Little Davis-Bacon Prevailin� Wage Rate Schedule;
Ratio of Aoprentice to Journeyw•orkers on Locally and Federally
Funded Projects; and,
Bona Fide Self-EmployedlIndependent Subcontractor Status Demonstration.
City staff may make periodic visits to the construction site to inten�ie�v tne �`�orkers. The
purpose of the interviews is to verify waQes and �vork classifieations. These intervie�vs will
be conducted on company time.
A Little Da�•is-Bacon poster (provided b}� City staf� and the �vaoe schedule must be
posted at the construction site in a ti•isible location.
For assistance or specific information }�ou may contact Ann Copeland, (266-6695) or Sandra
HaLStein (266-6690), Grants Management, P.E.D.
; ..... __ .. - �. ,,
i:,s ;�: :,:,.:,: __
� � � � �c�- i 3�(�
SAMPLE
WAGE DECLSION
DA7'E: October 18, 1996
STATE: MINNT.SOTA DECISION NUMBER: MN96-7, Mod. 10
COUNTY: RAMSEY B�rilding & Residential Projeds
BUII.DING CONSTRUCTION PROJECTS (Does not include Treatment Plants)
RESIDENTIAL CONSTRUCTION PROJECTS (Consisting of single family homes and apartments
up to and including 4 stories)
BASIC
HOURLY FRINGE
RATES BENEFITS
INSULATOR/ASBESTOS WORKERS (Includes
application of all insulating materials,
protective coverings, coatings &
finishings to all types of inechanical
systems) $24.13 $8.18 •
HAZARDOUS MATERIAL HANDLERS (Includes
preparation, wetting, stripping, removal,
scrappinQ, vacuuming, bagging & disposing
of atl insulation materials, whether they
contain asbestos or not, from mechanical . �
systems) 18.21 3.30
BOILERMAKERS 21.15 7.86
BRICIiLAYERS & STONEMASONS 22.94 5.51
I��ARBLE SETTERS 21.99 5.95
TILE SETTERS 21.65 5.84
MARBLE SETTERS' FI1vISHERS
& TILE SETTERS' FIIVISHERS 18.55 4.99
TERRAZZO WORKERS 22.91 5.15
LATHERS 21.2� 7.04
MILL«'RIGHTS 21.14 7.69
SOFT FLOOR LAYERS 18.38 6.17+a
, . � �C,� - � 31�('
FOOTNOTE:
a. 6 Paid Holidays: $2.24 per day for New Year's Day; Memorial Day; Independence Day; Labor
Day; Thanksgiving Day; & Christmas Day
CARPENTERS & PILEDRIVERMEN (Site Preparation,
Excavation & Incidental Paving) 20.43 6.80
COMMERCIAL BUILDING:
CARPENTERS & PILEDRIVERMEN 20.43 6.81
INSULATORS (Other than
description of Residential) 20.43 6.81
RESIDENTIAL:
CARPENTERS & PILEDRIVERMEN 18.50 6.81
INSULATORS (Erection of or
remodeling of wood frame
structure, 4 stories or less;
the remodeling of any existing
residential structure 4 stories
or less) 18.50 6.81
ELECTRICIANS (Also includes new
construction of multiple dwellings in
excess of 4-plexes & all residential
remodeling, rewiring & repairing of any
apartment project exceeding 8 units or
400 amp ser��ice):
ELECTRICIANS 22.67 8.56
CABLE SPLICERS 23.27 8.56
ELECTRICIANS (Up to and including
3 stories above grade in height) 17.47 5.81
2
. . . , �(.e� I 3�e
SOUND, SIGNAL & COMMiJNICATIONS WORK:
TECI��ICIAN (Installation of
Controller Only) 19.22 .58 (3%)+a+b
Il�'STALLER (Excluding Controller Work) 11.31 .34 (3%)+a+b
FOOTNOTES:
a. I year's service - 5 days'paid vacation; 2 years'service- 10 days'paid vacation ; S years'
service - 12 days'paid vacation; 7 years'service- 14 days'paid vacation; 9 years'service- 16 days'
paid vacation; 11 years'service- 18 days'paid vacation; 12 years'service- 20 days'paid vacation
b. 8 Paid Holidays: Nerv Year's Day; Memorial Day; 4th of July; Labor Day; Thanksgiving Day;
Day After Thanksgiving; the normal work day precedirtg Christnaas Da}'; & Christmas Day
ELEVATOR CONSTRUCTORS:
ELEVATOR MECHANICS 23.79 6.12+a+b
FOOTNOTES:
c. 7 Paid h'olidays: 1�'etiti� Year's Day; 1�lenic�•ial D��; Indeper•�dence Day; La'�or Day;
77ianksgiti�ing Day; The Day Afzer Thanksgiving & Christmas Day
b. Employer contributes 8% of regular hourly rate to vacation pay credit for employee who has
tivorked i�t business more than S years; 6%for less than S years
PO��'ER EQUIPI7ENT OPERATORS (Buildin' & Residential Construction):
GROUP 1 23.74 6.55 •°
GROUP 2 23.40 6.55
GROUP 3 22.60 6.55
GROUP 4 21.99 6.55
GROUP 5 21.65 6.55
GROUP 6 21.48 6.55
GROUP 7 19.97 6.55
GROUP 8 18.85 6.55
GROUP 9 18.29 6.55
3
. . . , ��- � ���
POVVER EOUIPn1ENT OPERATORS Building & Residential Construction):
GROUP 1: Helicopter Operator; Truck & Crawler Crane with 300' of Boom & Over, including Jib;
Tower Crane 300' & Over
GROUP 2: Truck & Crawler Crane with 200' of Boom, up to but not includin� 300' of Boom,
including Jib; & Tower Crane 250' & Over
GROUP 3: Truck & Crawler Crane with 150' of Boom, up to but not including 200' of Boom,
including Jib; & Tower Crane 200' & Over
GROUP 4: Traveling Tower Crane; Master Mechanic; Pile Driving Operator (when 3 drums are
used); & Tower Crane 150' & Over
GROUP 5: Truck & Crawler Crane, up to but not including 150' of Boom, including Jib; Crawler
Backhoe; Derrick (Guy & Stiffleg); Hoist Engineer (3 drums or more); Locomotive Operator;
Overhead Crane Operator (inside building perimeter); Tower Crane (Stationary) 100' & Over; Tractor
Operator with Boom; & Terrain Vehicle Crane
GROUP 6: Air Compressor Operator 450 CFM or Over; Pump Operator and/or Conveyor Operator
(2 or more machines); Hoist Engineer (2 drum); Mechanic; Pumperete or Complaco type Machine
Operator; Forklift; Boom Truck Operator; Concrete Mixer Operator; Drill Rig - Heavy Rotary or
Churn when used for Caisson Drilling for Elevator Cylinder or Building Construction; Front End
Loader (Over 1 cu. yd.); Hoist Engineer (1 drum); Straddle Carrier Operator; Power Plant Engineer
(100 KW & over on multiples equal to 100 KW & over); Tractor Operator over D2; & Well Point
Pump Operator
GROUP 7: Concrete Batch Plant Operator; Gunite Operator; Tractor Operator D2 or similar si2e; & . '
Front End Loader Operator, up to 1 cu. yd.
GROUP 8: Air Compressor Operator 450 CFM or Over; Pump and/or Conveyor Operator;
Brakeman; Pick-up Sweeper (1 cu. yd. & over Hopper capacity); Truck Crane Oiler; & Welding
hlachine Operator
GROUP 9: Mechanical Space Heater (Temporary Heat); Oiler or Greaser; & Elevator Operator
POWER EQUIPi�1ENT OPERATORS (Site Preparation, Excavation & Incidental Paving):
GROUP 1 21.32 6.55
GROUP 2 20.77 6.55
GROUP 3 20.59 6.55
GROUP 4 20.47 6.55
GROUP 5 17.43 6.55
GROUP 6 16.22 6.5�
4
. � . � q�-- ►��c�
POWER EOUIPMENT OPERATORS (Site Preparation, Excavation & Incidental Pavin�:
GROUP 1: Helicopter Pilot; *Crane with over 135' Boom, excluding Jib; Dragline, Crawler,
Hydraulic Backhoe and/or other similar equipment with Shovel-type Controls 3 cu. yds. & over Mfg.
rated capacity; & Pile Driving when 3 drums are in use
GROUP 2: Cableway; Concrete Mixer, Stationary Plant over 34E; Derrick (Guy or Stiffleg) (Power)
(Skids or Stationary); Dragline, Crawler, Hydraulic Backhoe and/or similar equipment with Shovel-
type Controls, up to 3 cu. yds. Mfg. rated capacity; Dredge or Engineers, Dredge (Power) &
Engineer; Front End Loader, 5 cu. yds. & over; Grader or Motor Patrol, Finishing Earthwork &
Bituminous; Locomotive Crane; Master Mechanic; Mixer (Paving) Concrete Paving, Road; Mole,
including Power Supply; Mucking Machine, including Mucking Operations, Conway or similar type;
Piledriving; Refrigeration Plant Engineer; Tandem Scraper; Tractor - Boom type; Truck Crane -
Crawler Crane; & Tugboat - 100 HP & over
GROUP 3: Dual Tractor; Elevating Grader; Pumperete; Scraper - Struck Cap. 32 cu. yds. & over;
& Self-propelled Traveling Soil Stabilizer
GROUP 4: Air Track Rock Drill; Articulated Hauler Terex, Caterpillar or similar type; Asphalt
Bi[uminous Stabilizer Plant; Automatic Road Machine (CMI or similar); Backfiller; Concrete Batch �
Plant; Bituminous Roller (8 Tons & over); Bituminous Spreader & Finishing (Power); Boom Truck
(Power Operated Boom); Cat Tractors with Rock Wagons or similar types; Chip Harvester & Tree
Cutter over 150 HP; Concrete Mixer on jobsite over 14S; Concrete Mobile; Crushing Plant
(G:a��el �. Stone) or Grz�:el �'4'zshing, Crus,"�ing &: Screeni�:�� �;ar.t; CLrb M:�cr:r.�; Dope Machine
(Pipeline); Drill Rigs, Heavy Rotary or Churn or Cable Dri?1; Fork Lift or Straddle Carrier; Fork Lift
or Lumber Stacker; Front End Loader, over 1 cu. yd.; Hoist Engineer (Power); Hydraulic Tree . �
Planter; Launcherman (Tankerman or Pilot License); Lead Greaser; Locomotive; Mechanic; Milling,
Grinding & Planing Machine; Multiple Machines, such as Air Compressors, Welding Machines,
Generators, Pumps; Pavement Breaker or Tamping Machine (Power Driven) Mighty Mite or similar
t}�pe; Pickup Sweeper, 1 cu. yd. & over Hopper Cap.; Pipeline Wrapping, Cleaning or Bending
Machine; Power Plant Engineer, 100 K.W.H. & over; Power Actuated Horizontal Boring Machine,
over 6"; Pugmill; Rubber-tired Farm Tractor, Backhoe Attach.; Scraper, up to 32 cu. yds.; Skid
Steer Loader, over 1 cu. yd. with Backhoe Attachment; Slip Form (Power Driven) (Paving); Tie
Tamper & Ballast Machine; Tractor, Bulldozer, o��er 50 HP with Power Take-off; Trenching Machine
(Se�ver, Water, Gas); Well Point Installation; & Dismantling or Repair Mechanic
GROUP 5: Air Compressor, 600 CFM or over; Bituminous Roller (Under 8 tons); Bituminous
Rubber-tired Roller; Concrete Distributor & Spreader Finishing Machine, LonQitudinal Float, Joint
Machine, & Spray; Concrete Saw (Multiple Blade) (Power Operated); Form Trench Digger (Power);
Front End Loader, up to & including 1 cu. yd.; Grader (Motor Patrol); Gunite Gunall; Hydraulic Log
Split[er; Loader (Barber Greene or similar type); Payhauler or similar type; Post Hole Driving
Machine/Post Hole Auger; Power Actuated Auger & Boring Machine; Power Actuated Jack; Pump;
Se]f-propelled Chip Spreader (Flaherty or similar); Sheep Foot Compacror «�ith Blade - 200 HP &
over; Shouldering 1�Iachine (Pow�er) Apsco or similar type including self-propelled Sand & Chip
Spreader; Stump Chipper & Tree Chipper; Tractor, Bulldozer, 50 HP or less: and Tree Farmer
(�Iachine)
�
. . . , g(�- r3��
POWER EQUIPMENT OPERATORS (Site Prep., Excavation & Incidental Paving�: (contd)
GROUP 6: Conveyor; Dredge Deck Hand; Fireman or Tank Car Heater; Gravel Screening Plant
(Portable not Crushing or Washing); Greaser (Truck or Tractor); Leverman; Mechanic, Space Heater
(Temporary Heat); Oiler (Power Shovel, Crane, Dragline); Power Sweeper; Roller on Gravel
Compaction; Self-propelled Vibrating Packer (35 HP & over); Sheep Foot Roller; Tractor, Wheel
Type (over 50 HP); & Truck Crane Oiler
*CRANE OVER 135' BOOM, EXCLUDING JIB - $.25 PREMIUM;
CR.ANE OVER 200' BOOM, EXCLUDING JIB - $.50 PREMIUM
UNDERGROUND WORK:
TUNNELS, SHAFTS, ETC. - $.25 PREMIUM UNDER AIR PRESSURE - $.50 PREMIUM
IRONWORKERS 22.85 7.59
LABORERS (Building & Residential Construction):
GROUP 1 18.70 4.78 ,
GROUP 2 19.02 4.78
GROUP 3 19.32 4.78
FLAGPERSON 15.92 4.58
LABORERS (Buildin� & Residential Construction):
GROUP 1: Construction; Carpenter Tender; Concrete; Damp Proofer Below Grade; Drill Runner
Tender; Dumpman - Dirt, Asphalt, Concrete, Cement; Heater Tender; Hot Tar Caulker - Corker;
Joist Handler; Material Handler - Power Bugg}�; Rebar; Snow Blower Operator; Signal Person;
Asbestos and Hazardous Waste Technician; Hydro Blast or Waterblast; Chain Saw Operator;
Concrete Saw, Drill Operator; Concrete Vibrator; Demolition & Remodeling, Excluding Demolition
of an entire Structural System; Mason Tender; Mortar Mixer - Cement or any other substitute
Material or Composition; Pipe Handler; Pneumatic & Electric Tool, Jackhammer, Paving Buster,
Chipping Hammer, Tamper Operator, etc.; Swing Stage Line Scaffold (Not including "Patent"
Scaffolding); & Torchman - Gas, Electric, Thermal or similar device; & Remote Control Tamper
GROUP 2: Caisson Wark; Nozzle Operator - Gunite, Cement, Sandblasting; Pipelayer; Refractory
Worker; Sheeting Setter & Driver, Heavy Building Excavation; Underground Work - Open Ditch or
Excavation 8' Below Grade; & Underpinning
GROUP 3: Driller for Blasting purposes; Dynamite Blaster or substitute products - Tovex TR,
�Vater, Gac, Gel, Bristar, Silent Dynamite, etc.
6
. . , . q�—�3�c.e
LANDSCAPE - SOD LAYERS{All work
except Residential of 4 units or less) 9.13 3.39
LABORERS (Site Preparation, Excavation, & Incidental Paving):
GROUP 1 18.02 4.72
GROUP 2 18.17 4.72
GROUP 3 18.22 4.72
GROUP 4 18.37 4.72
GROUP 5 18.47 4.72
GROUP 6 18.72 4.72
GROUP 7 14.47 4.32
LABORERS (Site Pre�aration, Excavation, & Incidental Paving):
GROUP 1: General; Bituminous Batcherman (Stationary Plant); Cement Coverman Batch Truck;
Cement Handler - Bulk, Bag; Carpenter Tender; Concrete Batcherman; Concrete Handler, Caisson,
Footings, Columns, Piling, Slabs, etc.; Concrete Shoveler, Tamper & Puddler (Paving); Concrete
Longitudinal Floatman (Manual Bullfloat on Paving); Damp Proofer Below Grade; Drill Runner
Tender; Dumpman (Dirt, Paver, Dumping Batch Trucks, etc.); Fabric Installer; Hydrant & Valve
Setter; Hydro Blast or Waterblaster; Joint Filler (Concrete Pavement); Kettleman (Bituminous or
Lead); Labor Wrecking Demolition; Pipe Handler; Power Buggy Operator; Powder Monkey;
Reinforced Steel Laborer; Reinforced Steel Setter (Paving); Service Connection Maker (Water, Gas);
Signalperson; Squeegeeman; Stabilizing Batcherman (Stationary Plant); Temporary Heater & Blower
'Tender; c& Top Man (Sewer, Water or Gas Trench)
GROUP 2: Bituminous Worker - Shoveler, Raker, Floater, Squeegee; Utility; Brick Tender;
Compaction Equipment (Hand Operated); Conduit Layer; Curb Setter; Mortar Mixer; Sand Cushion
Bedmaker; & Torchman - Gas, Electric, Thermal or Similar Device
GROUP 3: Chain Saw; Concrete Drilling; Concrete Mixer Operator; Concrete Sawer; Concrete
Vibrator; Ditch & Other Work (More than 8 feet below starting level of manual work); Formsetter;:,
Joint Sa���er, I�lortar; Pneumatic Tools, Jackhammer, Paving Buster, ChippinQ Hammer, etc.; & Stone
Tender Mason Tender
GROUP 4: Bottom Man (Sewer, Water or Gas Trench - more than 8 feet below starting level of
manua] work); Brick or Block Paving Setter; Caisson Work; & Cofferdam �l'ork '
GROUP 5: Cement Gun Operator (1 1/2" or over); Driller - Air Track or Similar; Nozzleman
(Gunite, Sandblasting, Cement); & Pipelayer
GROUP 6: Asbestos & Hazardous Waste Technician; Blasting Powder Man (Dynamite or substitute
products); Tunnel Miner; Tunnel Miner Tender; Tunnel Laborer; Underground Laborer; &
Underpinnina
7
, � � . �--«�c�
GROUP 7: Flagperson
PAINTERS:
GROUP 1 20.55 6.69
GROUP 2 15.41 6.69
GROUP 3 21.30 6.69
PAINTERS CLASSIFICATIONS:
GROUP 1: Brush; Drywall Finisher; & Paperhanger
GROUP 2: Drywall Sander
GROUP 3: Sandblaster; Spray; Swing Stage; Boatswain Chair; Window Jack; Safety Belt; Erected
Structural Steel; Bridges; & Application of Epoxy Materials & Materials containing over 50%
Creosote
SIGN PAINTERS 19.01 1.61+a+b+c
FOOTNOTES:
a. $100.00 per month
b. 8 Paid Holidays: New Year's Day; Memorial Day; Independence Day; Labor Day; Thanksgiving
Day; the Day After Thanksgiving; the last working Day Before Christmas; & Christmas Day.
c. Vacation Pay:
Employees hired before June 9, 1983 - 3 weeks' paid vacation at
$1.14 per hour;
Employees hired after June 9, 1983: 1 year or more of employment - 2 weeks'
paid vacation at �.80 per hour; Five or more years of employment - 3 weeks' �
paid vacation at $1.14 per hour.
GLAZIERS 22.06 6.14
CEMENT MASONS (Building & Residential) 21.49 6.41
PLASTERERS 21.49 6.41
CEMENT 1�1AS0�'S (Site Preparation,
Excavation, & Incidental Paving) 21.39 6.41
8
. , . �� � ,3�
PLiJMBERS 24.26 7.07+a
FOOTN'OTE:
a. 1 Paid Holiday: Labor Day
SPRII�'IiLER FITTERS 22.73 9.11+a
FODTNOTE:
a. 6 Paid Holidays:Memorial Day; July 4th; Friday before Labor Day; Labor Day;
Columbus Dcry; & Thanksgiving Day
PIPEFITTERS & STEAMFITTERS 24.70 7.23
ROOFERS 21.24 6.22+a
FOOTNOTE:
a. 1 Paid Holiday:Labor Day
SHEET METAL WORKERS:
COMMERCIAL RUILDING 2291 7.Sl+a
RESIDENTIAL 14.72 4.15+a . •
FOOTNOTE:
a. 1 Paid Holiday: Labor Day
TRUCI� DRIVERS (Site Preparation, Excavation & Incidental Paving):
GROUP 1 18.55 4.03
GROUP 2 18.00 4.03
GROUP 3 17.90 4.03
GROUP 4 17.65 4.03
TRUCK DRIVERS (Site Preparation, Excavation & Incidental Pavin�:
GROUP 1: Boom; Mechanic; Off-Road; Tractor Trailer; Truck Driver
(Operation of Hand & Power Operated Winch)
GROUP 2: 'Tri Axles (Including Four Axles)
9
� � � , � . � a�- �3��
GROUP 3: Bituminous Distributor; & Tandem Axles
GROUP 4: Bituminous Distributor Spray Operator (Rear End Oiler); Dumpman; Pilot Car; Self-
propelled Packer; Single Axles; Slurry Operator; Tank Truck Tender (Gas, Oil, Road Oil & Water);
Tractor Operator (Wheel type used for any purpose)
THE FOLLOWING CLASSIFICATIONS SHALL COME UNDER THE APPROPRIATE AXLE
RATE WAGE GROUP:
"A" Frame; Dry Batch Hauler; Dump; Ready-Mix Concrete; Slurry; Tank (Gas, Oil, Road Oil &
Water)
TRUCK DRIVERS (Landscape - sod, trees, shrubs & black dirt):
SINGLE AXLES & FARM TRACTORS 10.10 2.65
TANDEM AXLES 10.25 2.65
TRUCK-TRAIN COMBINATION 10.40 2.65
TRUCK DRIVERS (Building & Residential Construction):
GROUP 1 - Boom Truck Operator 16.25 2.65
GROUP 2 - Ready Mix; Tractor-Trailer 15.90 2.65
GROUP 3 - Mechanic; Fork Lift Operator;
& Tandem or 3 Axles 15.80 2.65 • �
GROUP 4 - Farm Tractor; Single or
2 Axles; & Dumps 14.95 2.65
WELDERS - Receive rate prescribed for craft performing operation to which
welding is incidental.
Unlisted classifications needed for work not included within the scope of the classifications listed may
be added after award only as provided in the labor standards contract clauses (29 CFR 5.5(a) (1) (v)).
In the listing above, the "SU" designation means that rates listed under that identifier do not reflect
collectively bargained wage and fringe benefit rates. Other designations indicate unions whose rates
have been determined to be prevailing.
10
, . , , CITY OF SAINT PAIIL q�p ���C�1,
RATIO OF APPRENTICES TO JOIIRNEYWORRERS ON LOCAL STATE AND FEDERALLY-FIINDED PROJECTS
anbeatoe workeza 1 Apprentice for 1 Journeyworker; then 1 additional apprentice for each
and Ineulatoza 9 additional journeyworkers; Removal - 1 Technician for each 4 Helpers
Boiler Makere 1 Apprentice for the first 6 Journeyworkers, then 1 for 5 (the contracting company
must provide their actual union agreement to allow this ratio)
Bricklayere 1 Apprentice for 2 Journeyworkers
Carpentere Commercial - 1 Apprentice for 3 Journeyworkers (statement of exception included in
their agreement)
Residential - 1 Apprentice for 1 Journeyworker
�
Carpet Layere 1 Apprentice for 1 to 4 Journeyworkers
Cemeat Maeons 1 Apprentice for 1 Journeyworkez
Blectriciane Commercial: Residential:
1 Apprentice for 1 to 3 Journeyworkers 1 Apprentice for 1 Journeyworker
2 Apprentices for 4 to 6 Journeyworkezs
3 Apprentices for 7 Journeyworkers
Elevator 1 Helper for 1 Journeyworker = 1 team; two teams or more may have 1 additional
Conetructora Helper for the first 2 teams; 1 extra Helper for each additional 3 teams;
CI.€J�NIIP: 2 Helpers for 1 Journeyworker
Glazieze and 1 Apprentice for 1 Journeyworker; then 1 for 5. Apprentice Glassworkers at the
Glaeeworkere 6th-1000 hr. level may work alone
Iroawozkera All Structural Ironwork 1 Apprentice for 7 Journeyworkers
All Ornamental Ironwork 1 Apprentice for 4 Journeyworkers
Lathera 1 Apprentice for 1 Journeyworker; then 1 additional for addl 5 journeyworkers
operatoza 1 Apprentice for 1 to 10 Journeyworkers
Paiatere (iacluding: decorators, epray paiatera, paperhangare, drywall finishers,
applicatoze, aad eandera)
1 Apprentice for 1 Journeyworker; then 1 for 4
Apprentices in their last 2 years of training may work alone.
(inclvdi.ag: plaetic tabricstora, siga aractors and paintere)
1 Apprentice for 2 Journeyworkers; then 1 additional for addl 9 journeyworkers .
Pipefitters 1 Apprentice for 1 to 4 Journeyworkers; 1 additional Apprentice for each
additional 5 Journeyworkers. All shops employing 3 Journeyworkers are required to
employ 1 Apprentice. No employer shall be allowed to employ more than 5
Apprentices.
Plaeterera 2 Apprentices for 1 Journeyworker
Plumbere 1 Apprentice for 1 to 4 Journeyworkers; 1 additional Apprentice for each
addiGional 5 Journeyworkers. All shops employing 3 Journeyworkers are required to
employ 1 Apprentice. No employer shall be alloved to employ more than 5
Apprentices.
Roofera 2 Apprentices for 2 Journeyworkers; 1 of the 2 Apprentices must be 60t
Sheetmetal workere Camnercial: 1 Appre�tice for d Journeyworkers; or if your agreement so states,
1 Appzentice for 3 Jaurneyworkezs, up to 15 journeyworkers, then 1 to 4 thereafter
Aesidential: 1 Apprentice for 3 Journeyworkers; residential apprentices may work
alone on project residentfal work with proper supervision after they have been
indentured for two (2) months
Spzinkler Fittere 1 Apprentice for 1 Journeyworker
Terrazzo Wozkere 1 Apprentice for 3-5 Journeyworkers
Tile Settere 1 Apprentice for 3-5 Journeyworkers
Zt is required that you DO NOT exceed the ratio of apprentices as shown above. DO NOT IISE AN APPRENTICfi ALONE Oti
A JOH SITE unless an exceptior. is indicated above or in the contracting company's union agreement. NO OTF�R
EXCEPTIONS ARE ALLOWED.
APPRENTICES must be registered in a bona fide (e.g., State certified) Apprenticeship Program
�LPERS are not allowed at a lesser pay rate on State & Federally-funded pzojects
R.�.C.'s (Reaidential IItility Carpentere) are not allowed at a lesser pay rate on Sta*_e & Federally-funded
projects
\a-jrato7:11/16/9�
� ' • � Little Davis-Bacon
Q(e- � 37(�
Requirements for Bona-Fide Self-Employed/Independent Subcontractor Status
-� All "self-employed" independent contractors/subcontractors and "partnership"
contractors/subcontractors must provide bona-fide status demonstration prior to performing
«•ork at the project site. All must have executed and provided a written contractlsubcontract
agreement for their work performance to the labor standards representati�•e assigned to this
project. Failure to demonstrate contractor/subcontractor status may result in payment dela3•
and possibly contract/subcontract agreement cancellation.
--� All "self-employed independent" and "partnership" contractors/subcontractors must have executed
a written subcontract agreement (containing the Little Davis-Bacon Labor Standards Requirement
Statement and applicable Prevailing Wage Rate Schedule) to perform work on the project site and
provide a copy of that agreement.
Bona-�de Self-Employed/Independent Subcontractor Status Demonsiration
—� Additionally, all self-employed independent contractors/subcontractors must submit copies of four
(4) of the following six (6) listed documents:
1) identification of a registered trade name & location of telephone listing under that name;
2) a contractors license;
3) liability insurance or a subcontractor's bond;
4) a Federal Tax Identification Number;
5) a copy of previous tax year's income tax filing, including your attached Schedule C; . .
6) any other formal written determination regarding status as defined by State or Federal
Department of Revenue and the information subinitted as a basis for that determination.
Failure to provide four (4) of the above listed six (6) identified documents will disallow the
"subcontractor status" and the individual(s) will be included on the engaging company's payroll as
employees, receivina pay as identified by the Prevailing VVage Rate Schedule applicable to the
project.
Bona-Fide Partnershin Subcontractor Status Demonstration
-� Additionally, if the subcontractor is a partnership, all of the following must be submitted:
.a copy of the executed partnership ajreement
.Federal and State Tax Identification Numbers applicable to that partnership agreement
.a cop}� of the previous tax year's filing, includin� Schedule E.
Failure to provide copies of the above identified documents will disallow the "subcontractor status"
and the individuals «�ill be included on the engaQinJ company's payroll as employees.
*�`STATUS n1UST BE CLARIFIED PRIOR TO BEGIti'�II\G ��'OR�i O\ A?��' PROJECT**
Siioi,`c�:�„ . _
3;30!9�
Counci!Ffle #
, ' � Green Sheet# 35863
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA q�y-� ��'�(�
Presented By:
Referred To: Committee: Date
� WHEREAS, The Science Museum of Minnesota, a Minnesota non-profit corporation ("SMM")proposes to construct new
s facilities for use as a Science Museum in the Riverfront Redevelopment Area of the City of Saint Paul,which facilities wili
' a include, but are not limited to, a museum of not less than 300,000 square feet and a 700 car parking ramp(coilectively,
4 the"Science Museum"); and
s
s WHEREAS, the Civic Center Authority is in the process of constructing an expansion to the Saint Paui Civic Center in the
� same vicinity and the construction of the Science Museum requires a change in the route by which delivery trucks exit
s from the area surrounding the Civic Center; and
s
�o WHEREAS, the City, SMM and the Civic Center Authority have agreed that the construction of a turn around underneath
» Kellogg Boulevard (the"Turn Around")as more fully set forth in the Civic Center Turn Around Agreement, by and among
�s the City, SMM and the Civic Center Authority(the"Turn Around Agreement") is in the best interests of the parties and is
�s necessary to accommodate the construction of the Science Museum and the expansion of the Civic Center; and
�a
�s WHEREAS, the City will receive significant long term benefits from having two successful projects operating in the
�e downtown area which together draw more than four million visitors annually to the City; now, therefore be it
77 �
�s RESOLVED, that the City hereby agrees to make a one-year, interest free loan to SMM in the principal amount not to
�s exceed 52,500,000(the "Loan")to pay for the construction of the Turn Around and location oi certain NSP Feeder lines
2o and SMM has agreed to secure and repay the Loan, al� in accordance with the terms and conditions of a Loan
.. A�reement b�and betv�een t'r,e �-;`,;� :. :;' S�.�t,1 r;~icn i^.cl�+d=_: (i) �. ?`,' �, ..���= ±'-.�: Tum Around and Feec!��lin�� tc be
z2 completed by December 31, 1990 (2)ShiM will pay for al� costs associated with the Turn Around and �iSP Feeder lines
za (3) City Loan wili be secured by lien against Science Museum Board Restricted Funds (4)City will be repayed as part of
za SMM Revenue Bonds issue anticipated this fall, and(5)Civic Center will construct the Turn Around through a change '
ss order at no cost to them; and be it
2s
s� FURTHER RESOLVED, that the City Council hereby approves the Turn Around Agreement and the Loan Agreement in
zs substantially the forms submitted, together with such changes, additions or deletions as are approved by the City
ze Attorney's Office. The Mayor, Director, Department of Pianning and Economic Development and Director, Department of
so Finance and Managemen± Services are hereby authorized to execute the Turn Around Ag�eement and the Loan
a� Agreement in subs;antially the forms submitted. In the absence of the Mayor, Director, Department of Planning and
az Economic Developmen± and Director, Department of Finance and Management Services, the Turn Around Agreement
33 and Loan Agreement may be executed by any other appropriate officers; and be it
3�4
ss FiNALLY RESOLVED, that the Mayor, pursuant to sec. 10.07.04 of the city charter, recommends the following changes to
36 the 1995 budget:
Pa�= 1 e` .. -
� � 's� i anctn Current Ame�ed ^ !��`�
38 Budget Change Budget
39 Science Museum-City and State ConVibution
�o C96-0T200
41
tz Scattered Site Tax Increment Finance District 2,400,000 2,400,000
43 Community Development Block Grant(CDBG)Contingencies 500,000 �.�
aa Urban Development Action Grant �,� ���
es 1996 Capital Improvement Bonds 3,000,000 3,000,000
♦s City of Saint Paul Sales Tau prxceds-CuRural Account 30�,0�0 �,��
47 Riverfront Tax increment Finance District 1�,� ����
as Civic Center Reserves �,� ����
ae State of Minnesota-Preliminary Design Grant 1,000,000 1,000,000
so Resolution Trust Corporation(RTC)assets 4,000,000 4,000,000
5t Science Museum of Minnesota
s2 C96-0T200-6905 `Revenue bonds-repayment of loan D 2,500,000 2.500,000
63 12,400,000 2,500,000 14.900,000
64
ss Spendinq
ss
5� Science Museum-City and State Contribution
58 C96-OT200
59
so State of Minnesota-Preliminary Design Grant 1,�,� �����
st Land Assembly ' 3,500,000 3,500,000
52 Public Improvements 7,400,000 7,400,000
63 SMM loan($2.5 million total)
64 C96-0T200-0565 Transfer-Civic Center Turn Around 0 1,742,000 1,742,000
ss C96-OT200-0784 NSP:feeder line relocation 0 758,000 758,000
ss East Skyway Link 500,000 500,000
67 12,400,000 2,500,000 14,900,000
68
69
�o Financing
��
n Civic Center Expansion
7s Q30-9Q300-7306 Trans!er:from Sh".tii for tum sround 0 1,742,000 1,742,000
74 .
75 All other financing 13,478,169 13,478,169 •
76 13,478,169 1,742,000 15,220,169
77
78 Saendina
79
$o Civic Center Expansion
s� 930-90300-0784 SMM:turn around construction 0 1,742.000 1,742,00�
82
a3 AII other spending 13,478,169 13,478,169
gy 13,478,169 1,742,000 15,220,169
ss
� j ! Yeas Nays nbsent Requested by Department of:
Bfakey i
eosUOm ; ; Mayor-Budget Office
Guerin ;
� Narris � ! By: Joseph Reid
Megard I ��
Reerman I ;_f �_ qpproval Recommended by Budget Director:
Thune I _�
�
� i
By:
Adopted by Council. Date
Form Elpproved by City Attorney:
Adoption Certified by Council Secreta.ry�
By:
By .
P,pproved by Mayor for Submission to Councii:
A;,proved by Mayor. Da'e
8��� ----
�:,� Sr�n?aJ&�09�'C"`_.,`�cc°RSd.iDi,?'a 23�RES�IIlTnRES_SM�=�:... .�._
' �� a�- �3�c�
EXHIBIT S
• SMM REPORTING REQUIREMENTS TO THE CITY FOR ANNUAL REPORT
1 . Certification by SNII�'! Representative that the SNII�I
Improvements have been used for a science museum anc� related
and ancillary activities for the last Fiscal Year of SNIl�I.
2 . Annual Audited Financial Statements of SNII�I for preceding
Fiscal Year and summary of major improvements or repairs to
the SMM Improvements.
3 . Report and evaluation of major programming activities at the
SNIl�I Improvements from the preceding Fiscal Year.
4 . SN�NI annual budget for the SNIM Improvements including
revenues and expenses and major improvements or repairs to
the SMM Improvements for the next Fiscal Year.
5 . SMM cashflow for funding operations of the SNIl�I Improvements
for the next three years .
331�7^r.7 �-1
• • • • • � � • , r •
�
� � �
,� ' �� ��� . •,�a _
�� � ��.�..-• �� .
��
� �
• � �,� ' d'.�
,� .
� '
i�� � � � .
- � �
� �
_ __- �+ � ///� .--. \ ' . � •• _
: \ �,
I r r ���' � . + '• •
� �'°� � � • '�
_�T-=- 1 `� • • �� �� •�
c
� �, , \�� .� ,���
� - �%�'+�r�J� ` � � a�_ �1
• _ �/�,� ��� � � �'�°O` �• �
�'� \• y �.3� t, �
! �► \ `� �i) !� �
��= . � . � �
—____ �� : \� w "�.� �'�
' ' • • i
� ..
�, � �\ :. � is� A��
�a r�' . � r c,, • • �
�,� `�" `:��;�� o � �� ��� !• '•.
, ��� �,.;..�.. \
-„�� / io�.'��:;`� 0�•,� �\ �: : `1'a�i
�� aa4 . :�, � � •.. •� �
=r;�_ r � . .� ,•�!!� \ �
��A
_ O ~----__�`-„�--..� ----. �� � �� ` \ � .
,;�. � l . .
�O JI_-' � _- ;,K ,� � �� p* \ • ...�
_ �;�1 ,=�- .� ., �o r�- � ��p, o � �.. 'i`,. r
c� .�a�.. "' y�'-�_ ♦t • �!. � w
_ ,,;;�_.. � � „������.���y�����i��y�, � ,« d o �\ � w;
i , '4 ��
_ If s.., s? ��e���i�.•.•�i�� �'t� 0 � 't� \ .
� ; ° •= e.�y�������..�a��'�`�� . 0 . A
� = 4:��i��i��s�"i�����/ � ' ' r °:� ' 1%
"�����'`� - ;:y��'`•o:%�•.�''•�,�..�, --�.. � 'o �C9 '`�a �
�� �� ��� 4 � .
� � �C �0��i►�A�a���;��� � '�i�1��0 ' ' � �\
� -- 0 �,�.�a`��s� -q'' '`��=e oy�:� � .�
-� ., a0-0 �� �0--4 ;;�� % p .
;;,=1 ti(,a�i4�3'' �o f .�o ea0�0. c� �' _..
l�,�� �� .� ¢ �o- ,1[�'�:� y�;�i.,• 49b�0���^�d; �\ �
I '- �'' � • �'�'' d�� '�'�':Y. O0� _ �- ��
� � :_��. ��'°- �i�`�° �{90'= 0!�'�� - \ •
_ � =��'�,A�-�' ���q�o - 9�:���' / � �;
�• a �� e � �
� ` .� �_. ya• .--^._ � ' • �
� e'� .°�!i?Pd 0 -� ; � ,-'`P � 6�•� \
� ��•� �. �`!: ��, -��� �.- � • �
� �
• !� ' '�'� e�
/`I • • . :.•. . � �o � `f :� �� .���,� ��
�� �� f9 ���r 'a ��� �'' �' .
�• � •� , , � .����•���.�; -
�,, •• � � y, ��w • ♦
q� � �
r- � ���u� �
• ,
� � �
�
I`
� � • •
��'� ���
Date : Aug 21
CITY OF ST PAUL PROPERTY OWNERSHIP
CAF ID House # UNIT # STREET NAME OCCUPANT.SCREEN
0270300311 00311 TORONTO ST CONSTR YR
Occupant :P H A Ward Dist Tract Blk 1976
P 1 : 112823110016 Parcel Code 02 09 36900 402
2 : 052290003101 Homestead Name (s)
FEE NAME 1 :
1 :PUBLIC HOUSING AGENCY 2 :
2 :480 CEDAR ST SUITE 600 3 :
3 :ST PAUL MN 551012240 Zone Description
4 : 1 :R-4 One-Family Residential
TAX NAME 2 :
1 . 3 .
2 . 1 .
3 . 2 .
TAX DESCRIPTION DAWSON AND SMITHS Usage
1 :EX N 20 FT; LOT 2 & N 2 FT Residential
2 :OF LOT 4 & ALL OF
3 :LOT 3 BLK 1
4 � Subuse
5 � SINGLE FAMILY
. � �'tat� � Ci�� A Y��
. �
, �
� �t°�, a(��-13�7(�
� GRANT AGREEMENT
CONSTRUCTION GRANT
for the
SCIENCE MUSEUM OF MINNESOTA
PROJECT
�
THIS AGREEMENT shall be effective as of the « » day of «2» , 199«2», and is
made and entered into by and between the City of Saint Paul, a «4» (hereinafter •
referred to as the "Public Entity"), and the Department of Administration for the State of Minnesota
(hereinafter referred to as the "State Entity").
WHEREAS, under the provisions contained in __ «6» ,
the Public Entity has been given the authority to «7» ;
and
WHEREAS, under the provisions contained in _ «8» ,
the State of Minnesota has allocated «9» Dollars ($ «9» ),
which is to be given to the Public Entity as a grant to assist it in the ` «10» as
authorized by «6» ; and
VVHEREAS,the monies allocated to fund the grant to Public Entity are the proceeds of state
general obligation bonds authorized to be issued under Article XI, § 5(a) of the Minnesota
Constitution; and
VVHEREAS, the Public Entity and the State Entity desire to set forth herein the provisions
relating to the granting of such monies and the disbursement thereof to the Public Entity.
NOW, THEREFORE,in consideration of the grant described herein, the parties hereto do
hereby agree as follows:
Article I
DEFINITIONS
Section 1.01 Defined Terms. As used in this Agreement, the following terms shall
have the meanings set out respectively after each(such meanings to be equally applicable to both
the singular and plural forms of the terms defined), unless the contents hereof specifically indicate
othervvise:
A. "Agreement" -means this Grant Agreement for the Science Museum of Minnesota
Project.
B. "Commissioner's Order" - means that certain "Order Amending Order of the
Commissioner of Finance Relating to Use and Sale of State Bond Financed Property"
executed by the Finance Commissioner on July 20, 1995.
Conswcdon Grant Agreement for 1 Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
�� q(�— �3�c�
' C. "Declaration" - means a declaration in the form of Attachment A attached
hereto, indicating that the Facility is bond financed property within the meaning of the G.O.
Compliance Legislation,and is subject to certain restrictions imposed thereby.
D. "Disbursement Agreement" -means an agreement between the State Entity and the
Public Entiry which describes and specifies the procedure to be followed and conditions that
must be satisfied for the periodic disbursement of the proceeds of the Grant. `
E. "Event of Default" - means those events delineated in Section 2.05 hereinbelow.
F. "Facility" - means K11» , which is located on
the real property located in the County of K12» , State of Minnesota, legally
described in Attachment B attached hereto and incorporated herein by reference.
G. "Fair Market Value" - means; (i) the price that would be paid by a willing and
qualified buyer to a willing and qualified seller as determined by an appraisal which assumes
that any and all mortgage liens or encumbrances on the property being sold, which negatively
effect the value of the Facility, will be released, or(ii) the price bid by a purchaser under a
public bid procedure after reasonable public notice, with the proviso that any and all
mortgage liens or encumbrances on the property being sold,which negatively effect the value
of the Facility,will be released at the time of acquisition by such purchaser.
H. "Finance Commissioner" - means the State of Minnesota acting through its
Comrnissioner of Finance, and any designated representatives thereof.
I. "G.O. Compliance Legislation" - means Minn. Stat. § 16A.695 (1994 & 1995
Supp.), as such may subsequently be amended, modified or replaced.
J. "G.O. Bonds" - means the state general obligation bonds, issued under the
authority granted in Article XI, § 5(a) of the Minnesota Constitution, the proceeds of which
are used to fund the Grant, or any bonds issued to refund or replace such bonds.
K. "Grant" - means a grant of moties from the State Entity to the Public Entity in an
amount of «9» Dollars ($ «9» ).
L. "IRS Code" - means the Internal Revenue Code of 1986, as amended from time
to time, and all treasury regnlations,revenue procedures and revenue rulings issued pursuant
thereto.
M. "Lessee" - means the entity which the Public Entity contracts with under a Use
Convact.
N. "Plans and Specifications" - means the plans and specifications which delineate
and describe the improvement, rehabilitation, or construction work to be performed on the
Facility.
Construction Grant Agreement for 2 Ver - l0/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
. - 9�— � 3��e
� O. "Predesign Grant Agreement" - means that certain Grant Agreement for
Predesign and/or Design Grant for the Science Museum of Minnesota Project entered dated
the P.da}�'Efqject" -means the acqd�4G.Qn, improvement, renovarion, rehabilitarion, and/or
new construction of the Facility,as specified in Section 2.02 hereinbelow.
Q. "Public Entity" -means the City of Saint Paul,a «4»
R. "Service Contract" - means a Use Contract which qualifies as a serv`ice contract
under Revenue Procedure 93-19.
S. "State Entity" - means the Department of Administration for the State of
Minnesota.
T. "Use Contract" - means a lease, management contract or other similar contract
between Public Entity and any other enrity, and which involves or relates to the Facility.
Article II
GRANT
Section 2.01 Grant of Monies. The State Entity shall issue the Grant to the Public
Entity, the proceeds of which shall be disbursed in accordance with the provisions contained
hereinbelow. The parties hereto do agree and acknowledge that the Grant is not intended to be a
loan of monies in any form or manner.
Section 2.02 Use of Grant Proceeds. The Public Entity shall use the proceeds of the
Grant, or cause such proceeds to be used, to;
(Check all appropriate boxes.)
O Acquire the Facility,
� Improve the Facility,
O Renovate or rehabilitate the Facility,
O Newly Construct the Facility,
� ,
in such a manner as will allow the Facility to be operated in the manner specified in Section 2.03
hereinbelow.
Section 2.03 Operation of the Facility. Upon completion of the Facility, the Public
Entity shall operate the Facility, or cause or allow it to be operated,as a science museum and other
related ancillary uses, or for such other use as the legislature may from time to time designate,and
may enter into Use Contracts with Lessees to so operate the Facility;provided that such contracts
have been approved, in writing, by the State Entity and the Finance Commissioner. The Public
Entiry shall also annually determine that the Facility is being so used, and shall supply a statement,
sworn to before a notary public, to such effect to both the State Entity and the Finance
Commissioner.
Conswcuon Grant Agreement for 3 Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
�'(�— �3�c�
� With respect to any program which will be operated in the Facility, the Public Entity
covenants with, and represents and warrants to, the State Entity that (i) the Lessee has the ability
and a plan to fund the program which will be operated in the Facility, (ii) the Lessee has
demonstrated such ability and supplied such plan to the Public Entity and the State Entity prior to
the execution of this Agreement,and(iu)the Public Entity will not enter into a Use Contract with a
Lessee unless such Lessee has demonstrated to the State Entity that it has the ability�nd a plan to
fund the program which Lessee intends on operating in the Facility.
Section 2.04 Public Entity Representations and Warranties. The Public Entity
further covenants with, and represents and warracits to the State Entity as follows:
A. It has legal authority to enter into, execute, and deliver this Agreement, the .
Declaration, the Disbursement Agreement, and all documents to which it is a party which are
refetred to in such documents, and it has taken all actions necessary and incident to its
execution and delivery of such documents.
B. This Agreement, the Disbursement Agreement,the Declaration, and any and all
other documents referred to in such documents are the legal,valid and binding obligations of
the Public Entity enforceable against the Public Entity in accordance with their respective
terms, except to the extent that the enforcement thereof may be limited by bankruptcy,
insolvency or other laws affecting creditors'rights generally or principles of equity.
C. It will comply with all of the terms, conditions, provisions, covenants,
requirements, and/or warranties contained in this Agreement, the Declaration, the G.O.
Compliance Legislation, and the Commissioner's Order.
D. It has made no material false statement, or misstatement of a material fact, in
connection with its receipt of the Grant, and all of the information it previously submitted to
the State Entity, or which it will submit to the State Entity in the future,relating to the Grant
or the disbursement of any of the proceeds of the Grant, is and will be true and conect.
E. To its knowledge, is not in violation of any provisions of its charter, or of the
laws of the State of Minnesota, and there are no actions, suits,or proceedings pending, or to
its knowledge threatened, before or by any judicial body or governmental authority, against
or effecting it relating to the Facility, and it is not in default with respect to any order, writ,
injunction, decree, or demand of any court or any governmental authority which would
impair its ability to enter into this Agreement and the Declaration, or to perform any of the
acts requined of it in this Ag�eement and the Declaration. �
F. Neither the execution and delivery of this Agreement, the Declaration, or the
Disbursement Agreement, nor compliance with any of the terms, conditions, requirements,
or provisions contained in any of such documents, is prevented by, is a breach of, or will
Conswcdon Grant Agreement for 4 Ver- 10/24/96
Science Museum of Minneso[a Project (SMM Cns[rctn GA)
.- 9�- �3�(�
� result in a breach of, any term, condition, or provision of any agreement or document to
which it is now a party, or by which it is bound.
G. The Facility has been,or will be:
(Check all appropriate boxes.)
O Acquired.
O Improved. `
O Renovated or rehabilitated.
Q Newly constructed.
� O ,
All of such will be done in such a manner as will allow the Facility to be operated
in the manner specified in Section 2.03 hereinabove.
H. The Facility and the contemplated use thereof will not violate in any material
respect any applicable zoning or use statute, ordinance,building code, rule or regulation, or
any covenant or agreement of record, relating to the Facility.
I. The Project will be performed and completed in compliance with all applicable
laws, statutes, rules, ordinances, and regulations issued by any federal, state, or local
political subdivisions having jurisdiction over the Facility.
J. All applicable licenses, permits and bonds required for the performance and
completion of the Project will be obtained in a timely manner.
K. It will cause the Faciliry to be operated,maintained, and managed in compliance
with, all applicable laws, statutes, rules, ordinances, and regulations issued by any federal,
state, or local political subdivisions having jurisdiction over the Facility.
L. It has or will hold fee simple tide to the real property upon which the Faciliry will
be situated, and has or will obtain any and all easements necessary for the operation, �
maintenance and management of the Facility in the manner specified in Section 2.03
hereinabove.
M. It will fully enforce the terms and conditions contained in any Use Contracts to
which it is a party, to the extent necessary to fully comply with the provisions of this
Agreement.
N. It will cause the Lessee to fully comply with the matching funds requirement, if
any, contained in Section 5.21 hereinbelow.
O. It will cause the Lessee to supply or obtain sufficient funds to complete and fully
pay for the Project.
P. It will use the proceeds of any insurance policies on the Facility in accordance
with the provisions contained in Secrion 5.01 hereinbelow.
Conswction Grant Agreement for S Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
, �� — � 3�c�
� Q. It will use the proceeds of any condemnation of the Facility in accordance with
the provisions contained in Section 5.02 hereinbelow.
R. It will fully comply with the G.O. Compliance Legislation and the
Commissioner's Order.
S. It shall furnish such satisfactory evidence regarding the representations and
warranties described herein as may be reasonably required and requested in writfng by either
the State Entity or the Finance Commissioner.
Section 2.05 Event(s) of Default. Any of the following shall, upon either the State
Entity or the Finance Commissioner giving the Public Enriry the period of notice thereof which is
designated hereinbelow, and the Public Entity's failure to cure during such time period, constitute
an Event of Default under this Agreement:
A. If the Facility is not completed substantially in accordance with the Plans and
Specifications and the Public Entity fails, after One Hundred Eighty (180) days prior written
notice, to remedy such failure.
B. Subject to any payments which are being contested in good faith, the Public
Entity fails, after Ninety (90) days prior written notice, to cause the Lessee to fully and
completely pay for the completion of the Project in accordance with the Plans and
Specifications.
C. If, after Four Hundred Eighty (480) days prior written notice and without the
written consent of both the State Entity and the Finance Commissioner and while any G.O.
Bonds are outstanding and unpaid,any part of the Facility ceases to be used as «14»
D. If, after Ninery (90) days prior written notice and without the written consent of
both the State Entity and the Finance Commissioner,the Public Entity sells, transfers,leases,
encumbers, or otherwise conveys,in any way or manner,whether voluntary, involuntary, or
by action of law, all or any part of its interest in the Facility, or amends or modifies any
agreement relating to such sale which had previously been so consented to and approved of
by the Finance Commissioner.
E. If, after Four Hundred Eighty (480) days prior written notice and without the
written waiver of both ihe State Entity and the Finance Commissioner and while any G.O.
Bonds are outstanding and unpaid, the Public Entity fails to annually determine that the
Facility is being used as «14» as is required under Section 2.03 hereinabove.
F. If, after Four Hundred Eighty (480) days prior written notice and without the
written waiver of both the State Entity and the Finance Commissioner and while any G.O.
Bonds are outstanding and unpaid, the Public Entity fails to annually supply the statement
Conswcdon Grant Agreement for 6 , Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnsvctn GA)
�l C� - �3��
, required under Section 2.03 hereinabove to both the State Entity and the Finance
Commissioner.
G. If, after Thirty (30) days prior written notice and without the written waiver of
both the State Entity and the Finance Commissioner the Public Entity fails to maintain, or
cause to be maintained, fire and extended coverage insurance on the Facility in an amount
equal to the full insurable value of the Facility, or, upon writte� consent of the State Entity
and the Finance Commissioner, fails to self insure the Facility in such amount.
H. If, after Thirty (30) days prior written notice and without the written waiver of '
both the State Entity and the Finance Commissioner the Public Entity fails to use the proceeds
of any insurance policies on the Facility in accordance with the provisions contained in
Section 5.01 hereinbelow,or fails to cause such insurance proceeds to be so used.
I. If, after Thirty (30) days prior written notice and without the written waiver of
both the State Entity and the Finance Commissioner the Public Entity fails to use the proceeds
of any condemnation of the Facility in accordance with the provisions contained in Section
5.02 hereinbelow,or fails to cause such condemnation proceeds to be so used.
J. If the Public Entity, after Ten (10) days prior written notice and upon request,
refuses to allow the State Entity, auditors for the State Entity, the Legislative Auditor for the
State of Minnesota, or the State Auditor for the State of Minnesota,to inspect,audit, copy,or
abstract, any and all of the Public Entity's books, records, papers, or other documents
relevant to the Grant, or the Facility.
K. If the Public Entity, after ten (10) days prior written notice and while any G.O.
Bonds are outstanding and unpaid,refuses to allow the State Endty to inspect the Facility.
L. If, after ninety (90) days prior written notice and without the written waiver of
both the State Entity and the Finance Commissioner, the Public Entity fails to fully enforce
any term or provision contained in a Use Contract to which it is a party to the extent
necessary to comply with this Agreement.
M. If,after ninety(90)days prior written notice or such other period of notice as may
be applicable to the specific default, the Public Entity fails to comply with the G.O.
Compliance Legisladon, or the Commissioner's Order.
N. If, after thirty (30) days prior written notice the Public Entity, fails to cause the
Lessee to fully comply with the matching funds requirements, if any, contained in Section
5.21 hereinbelow.
O. If any representation, covenant,or warranty made by the Public Entity hereunder
shall prove to have been untrue in any material respect, or materially misleading as of the
time such representation,covenant, or wacranty was made.
Conswction Grant Agreement for � Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnsvctn GA)
. �(.Q - 13l(�
' P. If, after ninety (90) days prior written notice or such other period of notice as
may be applicable to the specific default and without the written consent or waiver of both the
State Entity and the Finance Commissioner, the Public Entity fails to fully comply with any
other provision, term, condition, covenant or warranty contained in this Agreement or any
provisions of the Declaration.
Section 2.06 Remedies. Upon the occurrence of an Event of Default the Sta'te Entity or
the Finance Commissioner may exert any or all of the following remedies.
A. The State Entity may refrain from disbursing the proceeds of the Grant.
B. The Finance Commissioner, as a third party beneficiary of this Agreement, may
demand that a portion of the proceeds of the Grant already disbursed to the Public Entity be
returned to the Finance Commissioner, and upon such demand the Public Entity shall return
such portion of the proceeds to the Finance Commissioner. The amount to be returned to the
Finance Commissioner shall as follows:
(1) For the time period starting on the date of this Agreement and terminating
on the date which is Five (5) years after the date that the Facility is first open for
business to the general public, the amount to be returned to the Finance Commissioner
shall be the full amount of all of the proceeds already disbursed. Provided, however,
such time period shall not include any time period during which a notice of an event
which may become an Event of Default if not cured is outstanding, and such Five(5)
year time periods shall be extended for each and every such excluded time period.
(2) For the time period starting on the date which is Five(5)years after the date
that the Facility is first open for business to the general public and ternrinating Fifteen
(15) years thereafter, the amount to be returned to the Finance Commissioner shall be
the full amount of all of the proceeds already disbursed reduced by One-Fifteenth
(1/15) for each full yeaz which elapses during such time period. Provided, however,
such time period shall not include any time period during which a notice of an event
which may become an Event of Default if not cu�+ed is outstanding, and such Fifteen
year (15) year time period shall be extended for each and ever such excluded time
period.
(3) If there are no Events of Default during the time periods delineated in
Sections 2.06(B)(1)and (2)then the Public Enrity shall not be required to repay any of
the proceeds already disbursed.
C. Both the State Entity and the Finance Commissioner, as a third party beneficiary
of this Agreement, may exert any additional remedies they may have in law or equity;
provided that, if the Public Entity has repaid the portion of the Grant in accordance with
Cons[ruction Grant Agreement for g Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnstrc[n GA)
. a(.��� ► 3��
' clause B above or the Facility is sold in accordance with Section 3.05 hereof and the sale
proceeds are applied as provided in Section 3.06 hereof,then the State Entity and the Finance
Commissioner shall not have any further rights or remedies based on an Event of Default.
Section 2.07 Notification of Event of Default. The Public Entity shall furnish to
both the State Entity and the Finance Commissioner, as soon as possible and in any event within
Thirty (30) days after it has obtained knowledge of the occurrence of each Event of`befault, or
each event which with the giving of notice or lapse of time or both would constitute an Event of
Default, a statement setting forth details of each Event of Default,or event which with the giving of
notice or upon the lapse of time or both would constitute an Event of Default, and the action which
the Public Entity proposes to take with respect thereto.
Section 2.08 Termination of Grant and Grant Agreement. If the Project is not
started on or before the 31 st day of December, 1997,or such later date as the Public Entity and the
State Entity may agree to in writing, then; (i) the State Entity's obligation to make the Grant shall
terminate, and (ii)if none o€the Grant has been disbursed then this Agreement shall terminate and
no longer be of any force or effect.
This Agreement shall also terminate and no longer be of any force or effect upon the sale of
the Facility in accordance with the provisions contained in Section 3.05 hereinbelow, and
transmittal of all or a portion of the proceeds of such sale to the Finance Commissioner in
compliance with the provisions contained in Section 3.06 hereinbelow.
Section 2.09 Effect of Event of Default. If an Event of Default occurs and the Public
Entity is required to and does return the amount specified in Section 2.06.B hereinabove to the
Finance Commissioner,then the following shall occur.
A. The Finance Commissioner shall, as soon as legally possible, use such amount to
redeem the G.O. Bonds.
B. The provisions, covenants, representations and/or warranties contained in
Sections 2.03, 2.04.G through 2.04.0, 2.OS.A through 2.OS.C, 2.OS.E., 2.OS.F, 2.OS.K,
2.OS.L, 2.OS.N, 2.06.B, 3.03, 3.04, 3.OS.A, 4.01, 4.02, 5.04, 5.06 through 5.09, and
5.21, herein shall ternunate and no longer be of any force or effect; provided that all other
Sections and provisions contained in this Agreement shall survive and remain in full force
and effect.
C. The amount returned by the Public Entity shall be credited against any amount
which shall be due to the Finance Commissioner under Section 3.06 hereinbelow, and
against any amount that becomes due and payable because of any other Event of Default.
Article III
COMPLIANCE WITH G.O. COMPLIANCE LEGISLATION
Conswction Grant Agreement for 9 Ver- 10/24/96
Science Museum of Minnesoca Project (SMM Cnsvcm GA)
. ��- �3�4
� AND THE COMMISSIONER'S ORDER
Section 3.01 State Bond Financed Property. The Public Entity and the State Entity
acknowledge and agree that the Facility is "state bond financed property", as such term is used in
the G.O. Compliance Legislation and the Commissioner's Order, and, therefore, the provisions
contained in such statute and order apply to the Facility and any Use Contracts �lating thereto.
Section 3.02 Preservation of Tax Exempt Status. In order to pres�rve the tax
exempt status of the G.O. Bonds, the Public Entity agrees that during the time period that any
G.O. Bonds are outstanding and unpaid:
A. It will not use the Facility,or use or invest any proceeds of the Grant or any other
sums treated as "bond proceeds" under § 148 of the IRS Code including "investment .
proceeds," "invested sinking funds," and "replacement proceeds," in such a manner as to
cause the G.O. Bonds to be classified as "arbitrage bonds" under§ 148 of the IRS Code;
B. It will deposit and hold any and all proceeds of the Grant which it receives under
this Agreement into a segregated non-interest bearing account until such funds are used for
payments for the Project in accordance with the provisions contained herein.
C. It will, upon written request, provide the Finance Commissioner any and all
information required to satisfy the informational requirements set forth in the IRS Code
including, but not limited to, §§ 103 and 148 thereof;
D. It will, upon direction from the Finance Commissioner, take such actibns and
furnish such documents as the Finance Commissioner determines to be necessary to ensure
that the interest to be paid on the G.O. Bonds is exempt from federal taxation, which such
action may include either; (i) compliance with proceedings intended to classify the G.O.
Bonds as a "qualified bond" within the meaning of IRC § 141(e), (ii) changing the nature
and/or terms of any Service Contract so that it complies with Revenue Procedure 93-19, or
(iii) compliance with Internal Revenue Code provisions, regulations, or revenue procedures
which amend or supersede the foregoing. The State Entity acknowledges that the Public
Entity will be entering into a long term Use Contract with an entity that is an organization
described in Section 501(c)(3) of the Internal Revenue Service Code, and that such Use
Contract will not comply with Revenue Procedure 93-19. The State Entity further
acknowledges that it may need to take some action to preserve the tax exempt status of the
General Obligation Bonds, including, if appropriate, qualifying a portion of the General
Obligation Bonds as qualified 501(c)(3)bonds under Section 141(e) of the Internal Revenue
Service Code.
E. It will not otherwise use any of the proceeds of the Grant, including earnings
thereon, if any, or take, or permit to or cause to be taken, any action that would adversely
Conswcuon Grant Agreement for 1� Ver- ]0/24/96
Science Museum of Minnesota Project (SMM Cnsvctn GA)
a(�- i 3�c�
� affect the exemption from federal income taxation of the G.O. Bonds, nor otherwise omit,
take or cause to be taken any action necessary to maintain such tax exempt status, and if it
should take, permit, omit to take, or cause to be taken, as appropriate, any such action, it
shall take all lawful actions necessary to rescind or correct such actions or omissions,
promptly upon having knowledge thereof.
Section 3.03 Use Contracts. Each and every Use Contract which the PGblic Entity
enters into must comply with the following�quirements:
A. It must contain a provision delineating the statutory authority under which the
' Public Entity is entering into and executing the Use Contract, and must comply with the
substantive and procedural provisions of such statute.
B. It must contain a provision stating that the Use Contract is being executed and
entered into in order to carry out a specific govemmental purpose, and must delineate such
governmental purpose.
C. It must be for a term, including any renewals that are solely at the option of the
Lessee, that is substantially less than the useful life of the Facility, but may allow for
renewals beyond the original term upon a determination by the Public Entity that the use
continues to carry out a specific governmental purpose, and must delineate such
governmental purpose. A term which is equal to or shorter than fifty percent (50%) of the
useful life of the Facility will meet the requirement that it be for a time period which is
substantially shorter than the useful life of the Facility.
D. It must contain a provision which will provide for oversight by the Public Entity.
Such oversight may be accomplished by way of a provision that will require the Lessee to
provide to the Public Entity; (i) an initial program evaluation report, and (ii) a program
budget, at least annually, showing forecast program revenues and expenses for the next fiscal
year.
E. It must allow for termination by the Public Entity in the event of a default
thereunder by the L.essee,or in the event that the governmental puipose delineated in the Use
Contract is terminated or changed.
F. It must require the I.essee to pay all costs of operation and maintenance of the
Facility, unless the Public Entity is authorized by law to pay such costs and agrees to pay
such costs.
G. If any monies are to be paid to the Public Entity under the Use Contract, then it
must contain a provision requiring that each and every party thereto shall, upon direction by
the Finance Commissioner, take such actions and furnish such documents to the Finance
Construction Grant Agreement for 11 Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnsactn GA)
. �(�- i3�?�
' Commissioner as it deternunes to be necessary to ensure that the interest to be paid on the
G.O. Bonds is exempt from federal income taxation.
H. It must be approved,in writing, by the Finance Commissioner, and any proposed
Use Convact which is not approved, in writing, by the Finance Commissioner shall be null
and void and of no force or effect.
I. If the amount of the Grant exceeds Two Hundred Thousand and No/�00 Dollars
($200,040.00), then it must contain a pmvision requiring the Lessee, for one year from the
date of the Use Contract,to list any vacant or new positions it may have with job services of
the Commissioner of Economic Security for the State of Minnesota,or the local service units,
as required by Minn. Stat. § 268.66 Subd. 1 (1994), as such may subsequently be amended,
modified or replaced. �
Section 3.04 Receipt of Monies Under a Use Contract. If the Public Entity
receives any monies under a Use Contract while any G.O. Bonds are outstanding, then a portion
of such monies in excess of the amount the Public Entity needs, and is authorized to use,to pay the
operating expenses of the Facility, or to pay the principal, interest, redemption premiums, and
other expenses on debt related to the Facility, other than the debt on the G.O. Bonds and debt for
which the Public Entity has no financial liability, must be paid by the Public Entity to the Finance
Commissioner. The portion of such excess monies that the Public Entity shall pay to the Finance
Commissioner shall be determined and established by the Finance Commissioner, and, absent
circumstances which would indicate otherwise, such portion shall be determined by multiplying
such excess amount by a fraction the numerator of which is the amount of G.O. Bonds, and the
denominator of which is the total principal amount of all public debt financing incurred with respect
to the Facility other than public debt issued by a public entity for which it has no financial liability.
Section 3.05 Sale of Facility. The Public Entity may not, and shall not, sell the
Facility unless all of the following provisions have been fully complied with.
A. The Public Entity deternunes, by official action, that it is no longer usable or
needed as «14» ,
B. The sale is made as authorized by law.
C. The sale is for Fair Mazket Value.
D. The written consent of the Finance Commissioner has been obtained. The
Finance Commissioner shall not unreasonably withhold consent for any sale which otherwise
complies with the provisions of this Section 3.05.
The acquisition of the Facility at a foreclosure sale, acceptance of a deed-in-lieu of
foreclosure for the Facility, and/or enforcement of a security interest in personal property used in
the operation of the Facility, by a lender that has provided monies for the acquisition or betterment
Construction Grant Agreement for 12 Ver - 10/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
.- 9C� - I 3�(�
- of the Facility shall not be considered a sale of the Facility for the purposes of this Agreement if
after its acquisition of the Facility such lender operates the Facility in a manner which is not
inconsistent with the governmental program specified in Section 2.03 hereinabove and such lender
uses its best efforts to sell the Facility to a third party for Fair Market Value. The ultimate sale
and/or disposition of the Facility by the lender shall be deemed to be a sale of the Facility for the
purposes of this Agreement, and the proceeds thereof shall be disbursed in accordan`ce with the
provisions contained in Section 3.06 hereinbelow. -
Section 3.06 Proceeds of a Sale. tipon the sale of the Facility the net proceeds thereof '
shall be disbursed in the following manner and order.
A. The first distribution from such net proceeds shall be to the Finance
Commissioner in an amount equal to the amount of the Grant, and if the amount of such net
proceeds shall be less than the amount of the Grant then all of such net proceeds shall be
distributed to the Finance Commissioner.
B. The remaining portion of such net proceeds, after the distribution specified in
Section 3.06.A hereinabove, shall be distributed to pay in full any outstanding public or
private debt incurred to acquire or better the Faciliry.
C. The remaining portion of such net proceeds, after the distributions specified in
Sections 3.06.A &B hereinabove, shall be divided and distributed in proportion to the shares
contributed to the acquisition or betterment of the Facilities by public and private entities,
including the State Entity but not including any private entity that has been paid in full, that
supplied funds in either real monies or like kind contributions for such acquisition and
betterment, and the State Entity's distribution shall be made to the Finance Commissioner.
Such public and private entities may agree amongst themselves as to any redistribution of
such distributed funds.
The Public Entity shall not be required to pay or reimburse the State Entity for any funds
above and beyond the full net proceeds of such sale, even if such net proceeds are less than the
amount of the Grant,and are insufficient to redeem or defease the outstanding G.O. Bonds.
Secrion 3.07 Changes to G.O. Compliance Legislation or the
Commissioner's Order. In the event that the G.O. Compliance Legislation and/or the
Commissioner's Order are amended in a manner which reduces any requirement imposed against
the Public Entity, or if the Facility is exempted from the G.O. Compliance L,egislation and the
Commissioner's Order,then the State Entity shall, upon written request by the Public Entity,enter
into and execute an amendment to this Agreement to implement herein such amendment to, or
exempt the Facility from,the G.O. Compliance Legislation or the Commissioner's Order. �
Article IV
Conswction Grant Agreement for 13 Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnstrcm GA)
- q(�� i 3�c�
DISBURSEMENT OF GRANT PROCEEDS
Section 4.01 Disbursement of Grant. Upon compliance with the conditions
delineated in Section 4.02 hereinbelow, the State Entity shall disburse the proceeds of the Grant to
the Public Entity or its designee in accordance with the provisions contained in the Disbursement
Agreement.
Section 4.02 Condition Precedent to Disbursement of Grant. The o6ligation of
the State Entity to disburse the proceeds of the Grant to the Public Entity or its designee is subject
to the condition precedent that the State Entiry shall have received the following on or before the
date of the initial disbursement: �
A. The Declaration duly executed by the Public Enrity.
B. Evidence that; (i) the Project will be completed in a manner that will allow the
Facility to be operated in the manner specified in Section 2.03 hereinabove, and (ii) all
applicable and required building pernuts and other permits for such completion of the Project
have been obtained, excluding any pernvts which cannot legally be obtained until a future
date.
C. Evidence that the Facility and the contemplated use thereof are permitted by and
will comply with all applicable use or other restrictions and requirements imposed by
applicable zoning ordinances or regulations, and have been duly approved by the applicable
municipal or governmental authorities having jurisdiction.
D. Evidence that sufficient monies are available to pay for the completion of the
Project, along with any other expenses that may occur in conjunction therewith.
E. Evidence that all applicable licenses, permits, and bonds required for the
performance and completion of the Project have been obtained, excluding any permits,
licenses and bonds which cannot be legally obtained until a future date.
F. Evidence that the Public Endty has fee simple tide to the�al property upon which
the Facility is, or will be, situated. .
G. Evidence that the policies of insurance required under Section 5.01 hereinbelow
are in full force and effect.
H. Evidence of compliance with the provisions and requirements specified in Section
5.09 hereinbelow, and any and all additional applicable provisions and requirements
contained in Minn. Stat. § 16B.335 (1994 & 1995 Supp.), as such may subsequently be
amended, modified or replaced.
I. Evidence that there is a plan and sufficient funds are available to fund the program
which will be operated in the Faciliry.
Consuvcuon Grant Agreement for 14 Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnsvcm GA)
. Q� - �3-��
• J. Evidence that matching funds requirements, if any, contained in Section 5.21
hereinbelow have been complied with.
K. In addition to the items required under Sections 4.02.A through J hereinabove,
those items which are required under the provisions of the Disbursement Agreement.
Article V
MISCELLANEOUS `
Section 5.01 Insurance. The Public Entity shall maintain, or cause to be maintained,
builders risk insurance and standard fue and extended coverage insurance on the Facility in an
amount equal to the full insurable value thereof, and shall name the State Entity as loss payee
thereunder. If the Public Entity elects to maintain general comprehensive liability insurance on the
Facility,then the Public Entity shall have the Finance Commissioner named as an additional narned
insured therein. At the written request of either the State Entity or the Finance Commissioner,the
Public Encity shall promptly furnish to the requesting entity all written notices and all paid premium
receipts received by the Public Entity regarding such required insurance, or certificates of insurance
evidencing the existence of such required insurance.
If damages which are covered by the insurance required hereinabove occurs to the Facility,
then the Public Entity shall, at its sole option and discretion, either(i) use the insurance proceeds,
or cause the insurance proceeds to be used, to fully or partially repair such damage and to provide,
or cause to be provided, whatever additional funds which may be needed to fully or partially repair
such damage, or (ii) sell the damaged Facility in accordance with the provisions contained in
Section 3.05 hereinabove. If the Public Entity elects to only pactially repair such damage,then the
portion of the insurance proceeds which a�+e not used for such repair shall be applied in accordance
with the provisions contained in Section 3.06 hereinbelow as if the Facility had been sold, and
such amounts shall be credited against the amounts due and owing under Section 3.06 upon the
ultimate sale of the Facility. If the Public Entity elects to sell the damaged Facility,then such sale
must occur within a reasonable time period from the date the damage occuired and the cumulative
sum of the insurance proceeds plus the proceeds of such sale must be applied in accordance with
the provisions contained in Section 3.06 hereinabove,with the insurance proceeds being so applied
within a reasonable time period from the d.ate they are received by the Public Entity.
Section 5.02 Condemnation. If all or any portion of the Facility is condemned,then the
Public Entity shall, at its sole option and discretion, either(i) use the condemnation proceeds, or
cause the condemnation proceeds to be used,to fully or partially restore the Facility and to provide,
or cause to be provided, whatever additional funds which may be needed to fully partially restore
tfie Facility, or (ii) sell the remaining portion of the Facility in accordance with the provisions
contained in Section 3.05 hereinabove. If the Public Entity elects to only partially restore the
Conswction Grant Agreeroent for 1$ Ver- 10/24/96
Science Museum of Minnesota Project
(SMM Cnstrctn GA)
� �f�- I 3�(�
� Facility, then the portion of the condemnation proceeds which are not used for such restoration
shall be applied in accordance with the provisions contained in Section 3.06 hereinbelow as if the
Facility had been sold, and such amounts shall be credited against the amounts due and owing
under Section 3.06 upon the ultimate sale of the Facility. If the Public Entity elects to sell the
remaining portion of the Facility, then such sale must occur within a reasonable time period from
the date the condemnation occurred and the cumulative sum of the condemnation proc�eds plus the
proceeds of such sale must be applied in accordance with the provisions contained in Section 3.06
hereinabove, with the condemnation proceeds being so applied within a reasonable time period
� from the date they ar�e received by the Public Entiry.
Section 5.03 Reco�ds Keeping and Reporting. The Public Entity shall maintain, or .
cause to be maintained, books, records, documents and other evidence pertaining to the costs or
expenses associated with the completion of the Project and operation of the Facility, and
compliance with the requirements contained in this Agreement, the Declaration, the G.O.
Compliance Legislation, and the Commissioner s Order,and upon request shall allow, or cause the
entity which is maintaining such items to allow, the State Entity, auditors for the State Entity, and
either the Legislative Auditor for the State of Minnesota or the State Auditor for the State of
Minnesota, whichever is applicable, to inspect, audit, copy, or abstract, any and all of its books,
records, papers, or other documents relevant to the Grant. The Public Entity shall use, or cause
the entity which is maintaining such books and records to use, generally accepted accounting
principles in the maintenance of such books and records, and shall retain, or cause to be retained,
all of such books, records, documents and other evidence for a period of five (5) years from the
date that the Facility is fully completed and placed into operation.
Section 5.04 Inspection of Facility. The Public Entity shall, upon request, allow, and
will require any entity to whom it leases any portion of the Facility to allow, the State Entity to
inspect the Facility.
Section 5.05 Data Practices. The Public Entity ag�es, with respect to any data which it
possesses regarding the Grant,the Project, or the Facility,to comply with all of the provisions and
restrictions contained in the Minnesota Govemment Data Practices Act contained in Chapter 13 of
the Minnesota Statutes, as such may be amended, modified or replaced. The Public Entity further
agrees to indemnify, save, and fiold the State Entity, the Finance Commissioner, and the State of
Minnesota, their agents and employees, harmless from all claims arising out of,resulting from,or
in any manner attributable to any violation of any provision of the Minnesota Government Data
Practices Act, including legal fees and disbursements paid or incurred to enforce the provisions
contained in this Section.
Conswction Grant Agreement for 1 f) Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
_ � Qc�— � 3�c�
Section 5.06 Non-Discrimination. The Public Entity agrees to not engage in
discriminatory employment practices in the completion of the Project, or operation and/or
management of the Facility, and it shall,with respect to such activities, fuily comply with all of the
provisions contained in Minn. Stat. §§ 363.03 & 181.59 (1994 & 1995 Supp.), as such may
subsequently be amended, modified or replaced.
Section 5.07 Worker's Compensation. The Public Entity agrees to fully �omply with
all of the provisions relating to worker's compensation contained in Minn. Stat. §§ 176.181 Subd.
2 & 176.182 (1994& 1995 Supp.), as such may subsequendy be amended, modified or replaced,
' with respect to the complerion of the Project, and the operation and/or management of the Facility.
Section 5.08� Antitrust Claims. The Public Entity hereby assigns to the State Entity and
the Finance Commissioner any and all claims it may have for over charges as to goods and/or
services provided in its completion of the Project, and operation andlor management of the Facility,
which arise under the antitrust laws of the State of Minnesota or of the United States of America.
Section 5.09 Review of Plans and Cost Estimates. The Public Entity and the State
Entity agree to comply with all of the applicable provisions and requirements contained in Minn.
Stat. § 16B.335 (1994 & 1995 Supp.), as such may subsequently be amended, modified or
replaced, for the Project,and in accordance therewith the Public Entity and the State Entity agree to
comply with the following provisions and requirements.
A. The Public Entity shall provide any and all information which the State Entity may
request in order for the State Entity to determine that the Project will comply with the
provisions and requirements contained in Minn. Stat. § 16B.335 (1994 & 1995 Supp.), as
such may subsequently be amended, modified or replaced.
B. The Public Entity shall, prior to its proceeding with design activities for the
Project, prepare a predesign package and submit it to the Comrnissioner of Administration for
the State of Minnesota for review and c.omment. Such predesign package must be sufficient
to define the scope, cost, and pmjected schedule for ttie Pmject, and must demonstrate that
the Project has been analyzed according to appropriate space and needs standazds. Any
substantial changes to such predesign package must be submitted to the Commissioner of
Administration for the State of Minnesota for review and comment.
C. If the Project includes the construction of a new building, substantial alteration of
the exterior dimensions or interior configuration of an existing building, or the acquisition of
land, then the Public Entity shall not prepare final plans and specifications until it has
prepared a program plan and cost estimates for all elements necessary to complete the Project
and presented them to the Chairs of the Minnesota State Senate Finance Committee and
Minnesota House of Representatives Ways and Means Committee and such chairs have made
Conswction Grant Agreement for 1'] Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnstrcm GA)
_ q� - 13--1�
� their recommendations, and it has noti�ed the Chair of the Minnesota House of
Representatives Capital Investment Committee. Such program plan and cost estimates must
note any significant changes in the work to be performed on the Project, or in its costs,
which have arisen since the appropriation for the Project was enacted or which differ from
any predesign submittal.
Provided, however, the provisions and requirements contained in this Secfion 5.09.0
shall not apply to the construction, renovation, or improvements to dams, highway rest
areas, truck stations, storage facilities not consisting primarily of offices or heated work
areas, trails, bike paths, sewer sepazation projects, water and wastewater facilities,
� campgrounds, roads, bridges, or any other capital project with a constructi0n cost of less
than Two Hundred Thousand and�No/100 Dollars ($200,000.00).
D. The Public Entity must notify the Chairs of the Minnesota State Senate Finance
Comrnittee,the Minnesota House of Representatives Capital Investment Committee and the
Minnesota House of Representatives Ways and Means Committee of any significant changes
to the program plan and cost estimates referred to in Section 5.09.0 hereinabove.
E. The program plan and cost estimates referred to in Section 5.09.0 hereinabove
must ensure that the Project will comply with all applicable energy conservation standards
contained in law, including Minn. Stat. §§ 216C.19 to 216C.21 (1994 & 1995 Supp.), as
such may subsequently be amended, modified or replaced.
F. If any of the proceeds of the Grant are to be used for the construction or
remodeling of the Facility, then both the predesign package referred to in Section 5.09.B
hereinabove and the program plan and cost estimates referred to in Section 5.09.0
hereinabove must include provisions for cost-effective information technology investrnents
that will enable the occupant of the Facility to reduce its need for office space,provide more
of its services electronically, and decentralize its operations where such provisions are
deemed necessary by the Information Policy Office of the DepaRment of Administration for
the State of Minnesota.
G. If the Project does not involve the construction of a new building,the substantial
alteration of the exterior dimensions or interior configuration of an existing building, or the
acquisition of land, then prior to beginning work on the Project the Public Entity.shall just
notify the Chairs of the Minnesota State Senate Finance Committee,the Minnesota House of
Representatives Capital Investment Committee and the Minnesota House of Representarives
Ways and Means Committee that the work to be perfornied is ready to begin. _
H. The Project must be; (i)completed in accordance with the program plan and cost
estimates referred to in Section 5.09.0 hereinabove, (ii) completed in accordance with the
Conswction Grant Agreement for 1 g . Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
- �(.�- ►3��
. time schedule contained in the program plan refecred to in Section 5.09.0 hereinabove, and
(iii) completed within the budgets contained in the cost estimates referred to in Section
5.09.0 hereinabove.
I. The proceeds of the Grant will not be disbursed until (i) the predesign package
referred to in Section 5.09.B hereinabove has been reviewed by and received a favorable
recommendation from the Commissioner of Administration for the State of M�nnesota, (ii)
the program plan and cost estimates referred to in Section 5.09.0 hereinabove have received
a recommendation by the Chairs of the Minnesota State Senate Finance Committee and '
Minnesota House of Representatives Ways and Means Committee, and (iii)the Chair of the
Minnesota House of Representatives Capital Investment Committee has been notified
pursuant to Section 5.09.G hereinabove.
Section 5.10 Prevailing Wages. The Public Entity agrees to comply with all of the
applicable provisions contained in Chapter 177 of the Minnesota Statutes, and specifically those
provisions contained in Minn. Stat. §§ 177.41 through 177.43 (1994), as such may subsequently
be amended, modified or replaced.
Section 5.11 Liability. The Public Entity and the State Entity do both agree that they
will be responsible for their own acts and the results thereof to the extent authorized by law, and
they shall not be responsible for the acts of the other party and the results thereof. The Public
Entity acknowledges and agrees that the liability of both the State Entity and the Finance
Commissioner is governed by the provisions contained in Minn. Stat. § 3.736 (1994), as such
may subsequently be arnended, modified or replaced.
Section 5.12 Relationship of the Parties. Nothing contained in this Agreement is
intended or should be construed in any manner as creating or establishing the relationship of co-
partners or a joint venture between the Public Entity, the State Entity, or the Finance
Commissioner, nor shall the Public Entity be considered or deemed to be an agent, representative,
or employee of either the State Entity,the Finance Commissioner, or the State of Minnesota in the
performance of this Agreement,the completion of the Project,or operation of the Faciliry.
The Public Entity represents that it has already secured, or will secure or cause to be secured,
all personnel and/or persons required for the perforinance of this Agreement and the completion of
the Project. Any and all personnel of the Public Entity, or other persons, while engaging in the
performance of this Agreement,the completion of the Project,or the operation and/or maintenance
of the Facility, shall not have any contractual relationship with either the State Entiry,the Finance
Commissioner, or the State of Minnesota, and shall not be considered employees of any of such
entities. In addition,any and all claims that may or might arise on behalf of said personnel or other
persons while so engaged arising out of employment, or alleged employment, including, but not
Construction Grant Agreement for 19 Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnsvctn GA)
� �I�-�3-��
. limited to, claims under the Workers' Compensation Act of the State of Minnesota, claims of
discrimination against the Public Entity, its officers, agents, contractors, or employees shall in no
way be the responsibility of either the State Entity, the Finance Commissioner, or the State of
Minnesota. Such personnel or other persons shall not require nor be entitled to any compensation,
rights or benefits of any kind whatsoever from either the State Entity, the Finance Commissioner,
or the State of Minnesota, including, but not limited to, tenure rights, medical and hZSspital care,
sick and vacation leave, Workers' Compensation, Unemployment Compensation, disability
benefits, severance pay and retirement benefits.
Section 5.13 Notices. In addition to any notice required under applicable law to be given
in another manner, any notices required hereunder must be in writing, and shall be sufficient if
personally served or sent by prepaid, registered, or certified mail (return receipt requested), to the
business address of the party to whom it is directed. Such business address shall be that address
specified hereinbelow, or such different address as may hereafter be specified, by either party by
written notice to the other:
To the Public Entity at:
«16»
«16»
«16» , MN «16»
Attention: «l E»
To the State Entiry at:
«17»
«17»
«17» , MN « 7»
Attention: «17»
To the Finance Commissioner at:
Minnesota Department of Finance
400 Centennial Office Bldg.
658 Cedar St.
St. Paul, MN 55155
Attention: Peter Sausen-Assistant Commissioner
Section 5.14 Assignment or Modification. This Agreement and the Declaration shall
be binding upon and inure to the benefit of the Public Entity and the State Entity, and their
respective successors and assigns. Provided, however,that neither the Public Entity nor the State
Entity may assian any of its rights or obligations under this Agreement or the Declaration without
the prior written consent of the other party. No change or modification of the terms or provisions
of this Agreement or Declaration shall be binding on either the Public Entity or the State Entity
unless such change or modification is in writing and signed by an authorized official of the party
against which such change or modification is to be imposed.
Conswction Grant Agreement for 2� Ver - 10/24/96
Science Museum of Minnesota Project (SMM Cnsvctn GA)
� �(�- i 3�(�
Section 5.15 Waiver. Neither the failure by the Public Entity, the State Entity, or the
Finance Commissioner, as a third party beneficiary of this Agreement, in any one or more
instances, to insist upon the complete and total observance or performance of any term or
provision hereof, nor the failure of the Public Entity, the State Entity, or the Finance
Commissioner, as a third party beneficiary of this Agreement, to exercise any right, privilege, or
remedy conferred hereunder, or afforded by law,shall be construed as waiving any breach of such
term, provision,or the right to exercise such right,privilege, or remedy thereafter. In addition, no
delay on the part of either the Public Entity, the State Entity, or the Finance Commissioner, as a
third party beneficiary of this Agreement,in exercising any right or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude other or
further exercise thereof, or the�exercise of any other right or remedy.
Section 5.16 Entire Agreement. This Agreement, the Declaration, the Disbursement
Agreement and the Predesign Grant Agreement embody the entire agreement between the Public
Entity and the State Entiry, and there are no other agreements, either oral or written, between the
Public Entiry and the State Enrity on the subject matter hereof.
Section 5.17 Choice of Law and Venue. All matters, whether sounding in tort or in
contract, relating to the validity, construction, performance, or enforcement of this Agreement or
the Declaration shall be controlled by and deternuned in accordance with the laws of the State of
Minnesota. Public Entity agrees and consents that all legal actions initiated with respect to or
arising from any provision contained in this Agreement shall be initiated, filed and venued in the
State of Minnesota District Court located in the City of St. Paul, County of Ramsey, State of
Minnesota.
Section 5.18 Severability. If any term or provision of this Agreement is finally judged
by any court to be invalid, the remaining terms and provisions shall remain in full force and effect,
and they shall be interpreted, performed, and enforced as if said invalid provision did not appear
herein. .
Section 5.19 Time of Essence. Time is of the essence with respect to all of the matters
contained in this Agreement.
Secrion 5.20 Counterparts. This Agreement may be executed in any number of
counterparts,�each of which, when so executed and delivered, shall be an original, but such
counterparts shall together constitute one and the same instrument.
Section 5.21 Matching Funds. The Public Entity must provide evidence that the
following matching funds have been obtained for the completion of the Project:
(If there are no matching funds requirements then insert the word "NONE".)
«18»
Conswcuon Grant Agreement for 21 Ver - 10/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
� �(�- i 3��
Any and all matching funds which are intended to meet the above delineated requifements must
either be in the form of (i) cash monies, (ii) legally binding commitments for monies, or (iii)
equivalent funds or contributions, including equity,which have been, or will be, used to complete
and/or pay for the Project.
Section 5.22 Third-Party Beneficiary. The Public Entity and the State Entity agree
that the public program to be operated in conjunction with the Facility will benefit the State of
Minnesota, and the provisions and requirements contained herein are for the benefit of both the
State Entity and the State of Minnesota. Therefore such entities acknowledge and agree that the
State of Minnesota, by and through its Commissioner of Finance, is and shall be a third-party
beneficiary of this Agreement.
Section 5.23 Additional Requirements. The Public Entity and the State Entity agree
to comply with the following additional requirements.
(If there are no additional requirements then insert the word "NONE".)
A. The Public Entity's sale, transfer, lease, encumbrance, or conveyance, in any
way or manner, whether voluntary, involuntary, or by action of law, of all or any part of its
interest in the Facility, with the written consent of both the State Entity and the Finance
Commissioner, or its amendment or modification, with the written consent of both the State
Entity and the Finance Commissioner, of any agreement relating to such sale which had
previously been so consented to and approved of by the Finance Commissioner, shall not be
an Event of Default under this Agreement.
B. If the Public Entity has failed to comply with one or more of the requirements
contained in §§ 2.OS.C, E, and F herein and sells the Facility in accordance with the
provisions contained in Section 3.05 herein during the cure period specified in such sections
or any extensions thereto granted by the State, then this Agreement shall terminate in
accordance with the provisions contained in Section 2.08 herein and the maximum amount
that the Public Entity shall be required to pay or reimburse the State is the full amount of the �
net proceeds of such sale even if such net proceeds are less than the amount of the Grant and
are insufficient to redeem or defease the outstanding G.O. Bonds.
Conswction Grant Agreement for 22 Ver - ]0/24/96
Science Museum of Minnesota Project (SMM Cnstrctn GA)
�� q(�-�3��
- C. The Public Entity shall not be in default of this Agreement as long as it operates
the Facility, or causes the Facility to be operated for the use specified in Section 2.03
hereinabove,or for such other public use as the legislatu�may from time to time designate.
D. Any tasks herein which are imposed upon the Public Entiry rr►ay be performed by
such other entity as the Public Entity may select or designate.
E. The State Entity and the Finance Commissioner shall consent to any�sale of the
Facility which is for Fair Market Value if the Public Entity provides the State Entity and the
Finance Commissioner with evidence that the Public Entity has satisfied the following
' conditions:
(1). The Public Entity (i) received and reviewed the initial plan and budget for
the Facility from the Lessee, and (ii) met with the Lessee to review and discuss the
Public Entity's written recommendations, if any, for changes to the initial plan and
budget; and
(2). During each year of the term of the Use Contract, the Public Entity (i)
received the Annual Report required by the Use Contract,and (ii) met with the Lessee
to review and discuss the Public Entity's written recommendations, if any, for changes
to the Aru�ual Report;and
(3). The Public Entity (i) received a written report from an independent
consultant retained to make recommendations with respect to programs, rates, fees,
chazges, methods of operation and other factors affecting the Facility, (ii) the council
which overviews and controls the operation of the Public Entity adopted written
findings with respect to the desirabiliry of implementing any of the recommendations of
the independent consultant, and(ui) met with the Lessee to review and discuss both the
Public Entity's written findings and the report and recommendations of the independent
consultant;and
(4). The council which overviews and controls the operation of the Public Entity
adopted a resolution finding that the Faciliry is no longer usable or needed as a Science
Museum, which finding may be based on a determination that the Facility is no longer
financially viable as a Science Museum;
provided further that, as long as the Public Entity is using all reasonable effort to sell the
Facility, the State Entity shall not exercise any of its remedies under Section 2.06.(B) hereof
or Section 4.02. of the Predesign Grant Agreement while the sale of the Facility is pending;
provided further that, if the Faciliry has not been sold within Four(4) years from the date of
adoption of the resolution refened to in Section 5.23.E.(4) hereinabove, then the Public
Entity shall sell the Facility at a public auction. Nothing herein shall prohibit the Public
Conswction Grant Agreement for 23 Ver- 10/24/96
Science Museum ot Minnesota Project (SMM Cnsvctn GA)
- 4(�- � 3�(�
� Entity from bidding for the Facility at any such public auction, or from conducting a public
auction prior to the expiration of the Four(4)year period.
F. The State Entity acknowledges that a parking ramp will be constructed by the
Lessee to service visitors of the Facility (hereinafter referred to as the "Parking Ramp"), and
that the Disbursing Agreement has or will include a provision to the effect that none of the
proceeds of the Grant will be disbursed to construct or equip the Parking Ramp.
Consequently,the Pa�rking Ramp and the land on which it is constructed (hereinafter referred
to as the "Parking Ramp Parcel") will not be subject to the provisions of the G.O.
Compliance Legislation or the Commissioners Order as long as none of the proceeds of�the
Grant are used to construct or equip the Parking Ramp. In the event that the Parking Ramp
Parcel is not a separate legal parcel at the time the Declaration is executed, or if the legal
description of the Pazking Ramp Parcel is amended at a later date,then the State agrees that it
will execute an amendment to the Declaration releasing any real estate that is a part of the
Par}:ing Ramp Pazcel from the Declazation upon receipt of evidence reasonably satisfactory to
the State that (i) none of the proceeds of the Grant were spent for the construction or
equipping of the Parking Ramp, and (ii) while any G.O. Bonds remain outstanding, the
pazking spaces in the Parking Ramp will be available first to serve visitors of the Facility.
(THE REMAINING PORTION OF THIS PAGE WAS INTENTIONALLY LEFT BLANK)
Conswciion Grant Agreement for 24 Ver- 10/24/96
Science Museum of Minnesota Project (SMM Cnsvc[n GA)
- � qt�— i3�c�
- IN TESTIMONY HEREOF, the Public Entity and the State Entity have executed this
Grant Agreement on the day and date indicated immediately below their respective signatures.
PUBLIC ENTITY:
K3» ,
a «4»
�
By:
«20»
Its: • «21» '
And:
«22»
Its: «23»
STATE ENTITY:
«5» ,
By:
«24»
Its: «25»
Approved as to form and execution:
Assistant Attorney General
Approved by
Department of Finance
Construction Grant Agreement for 2$ Ver- 10/24/96
Science Museum of Minnesota Project ' (SMM Cnstrcm GA)
� q�_ �3��
• Attachment A
DECLARATION
The undersigned, as owner of fee title to the real property legally described on Exhibit A,
which is attached hereto and made a part hereof ("Property"), hereby declares that title to the
Property is hereby subject to the following restriction: `
. The Property is bond financed property within the meaning of Minn. Stat. §
16A.695, and cannot be sold, mortgaged or otherwise disposed of by the
public o�cer or agency which has jurisdiction over it or owns it without the
approval of the Minnesota Commissioner of Finance, approval must be
evidenced by a written statement signed by the Commissioner of Finance
and attached to the deed, mortgage or instrument used to sell, mortgage or
otherwise dispose of the Property.
Title to the Property shall remain subject to this restriction until; (i) the restriction has been fully
complied with as evidenced by a written approval from the Minnesota Commissioner of Finance,
or (ii) a written release, releasing the Property from the restriction, signed by the Minnesota
Commissioner of Finance, is recorded in the r�al estate records relating to the Property.
(SIGNATURE BLOCK AND ACKNOWLEDGMENT)
This Declaration was drafted by:
(Name and address of individual
that drafted the Declaration.)
Conswction Grant Agreement for 2fi Ver - 10/24/96
Science Museum of Minnesota Project
(SMM Cnsvctn GA)
`
� �
, 9�-�� �� � C/�r�,���
� A �
�� ������
�� "`
DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF SAINT PAIIL, MINNESOTA
AND
TSE SCIENCE MIISEUM OF MINNESOTA
TIiIS DOCUMENT WAS DRAFTED BY:
Briggs aad Morgan, Professional Association (b�)
2200 West First Natioaal Bank Buildiag
St. Paul, bII�i. 55102
(612) 223-6600
331479.9
� _ �-i3 ��
< < ,
. 9
r ,
TABLE OF CONTENTS
Pacre
ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . 5
Section 1 . 1 . Definitions . . . . . . . . . . . . . . . 5
Section 1 .2 . Exhibits . . . . . . . . . . . . . . . . 9
ARTICLE II - REPRESENTATIONS AND WARRANTIES . . . . . . . . . 11
Section 2 .1 . Representations and Warranties of the
City . . . . . . . . . . . . . . . . . . 11
Section 2 . 2 . Representations and Warranties of SMM . . 12
ARTICLE III - OBLIGATIONS OF THE CITY . . . . . . . . . . . . 13
Section 3 . 1 . Land Acquisition and Clearing . . . . . . 13
Section 3 .2 . City Contribution . . . . . . . . . . . . 17
Section 3 .3 . Eagle Parkway Improvements . . . . . . . 17
Section 3 .4 . Payment or Release of City Contribution . 19
Section 3 .5 . City Options for Financing . . . . . . . 22
Section 3 . 6 . Conduit Revenue Bonds . . . . . . . . . . 23
Section 3 . 7 . Shepard Road . . . . . . . . . . . . . . 23
ARTICLE IV - SMM UNDERTAKINGS . . . . . . . . . . . . . . . . 24
Section 4 . 1 . Museum Construction . . . . . . . . . . 24
Section 4 .2 . Parking Ramp. . . . . . . . . . . . . . . 24
Section 4 . 3 . Intentionally Omitted . . . . . . . . . 24
Section 4 .4 . Landscaping and Utilities . . . . . . . . 25
Section 4 .5 . . . . . . . . . . . . . . . . . . . . . 25
Section 4 . 6 . Estimated Costs . . . . . . . . . . . . . 25
Section 4 . 7 . Estimated Sources . . . . . . . . . . . . 25
Section 4 . 8 . Proj ect Costs . . . . . . . . . . . . . . 25
Section 4 . 9 . Compliance; Zoning/Regulatory Permits . . 26
Section 4 .10 . Conditions Precedent . . . . . . . . . . 27
Section 4 .11 . Approval of Design Drawings . . . . . . . 27
Section 4 .12 . Capital, Operating and Maintenance Cost . 29
Section 4 . 13 . Existing Facilities . . . . . . . . . . . 29
Section 4 . 14 . Promotion of City . . . . . . . . . . . . 29
Section 4 . 15 . Responsibility for Fees . . . . . . . . . 30
Section 4 .16 . Reports . . . . . . . . . . . . . . . . . 31
Section 4 .17 . Use of Auditorium . . . . . . . . . . . . 32
Section 4 . 18 . Additional Programming Area . . . . . . . 32
Section 4 . 19 . Plaza Connection . . . . . . . . . . . . 33
Section 4 .20 . Completion of SMM Improvements . . . . . 33
ARTICLE V - STATE GR.ANTS AND LEASE . . . . . . . . . . . . . 35
Section 5 . 1 . State Grants . . . . . . . . . . . . . . 35
ARTICLE VI - OTHER AGREEMENTS OF THE PARTIES . . . . . . . . 37
Section 6 . 1 . Existing Campus . . . . . . . . . . . . . 37
Section 6 .2 . Access and Coordination . . . . . . . . . 37
Section 6 .3 . Utilities . . . . . . . . . . . . . . . . 38
Section 6 .4 . Schedule and Timeline . . . . . . . . . . 39
331479.9
. � � � � ��-i3 ��
�
,
Section 6 .5 . Public Accessibility . . . . . . . . . . 39
Section 6 . 7 . [Reserved] . . . . . . . . . . . . . . . 40
Section 6 . 8 . Cooperation Between City, SMM and
Proj ect Lenders . . . . . . . . . . . . . 40
Section 6 .9 . Execution of Plats/Petitions . . . . . . 40
Section 6 . 10 . Termination of Agreement . . . . . . . . 40
Section 6 . 11 . Reimbursement to City . . . . . . . . . . 41
ARTICLE VII - ENVIRONMENTAL . . . . . . . . . . . . . . . . . 42
Section 7 . 1 . Environmental. . . . . . . . . . . . . . 42
ARTICLE VIII - PROHIBITIONS AGAINST ASSIGNMENT AND
TRANSFER; USE; INDENINIFICATION . . . . . . . . 44
Section 8 . 1 . Status of SNIl�I; Transfer of Substantially
All Assets . . . . . . . . . . . . . . . 44
Section 8 . 2 . Prohibition Against Transfer of Property
and Assignment of Agreement . . . . . . . 44
Section 8 .3 . Restrictions on Use . . . . . . . . . . . 45
Section 8 .4 . Release and Indemnification . . . . . . . 45
ARTICLE IX - EVENTS OF DEFAULT . . . . . . . . . . . . . . . 49
Section 9 . 1. Events of Default . . . . . . . . . . . 49
Section 9 .2 Notice of Default . . . . . . . . . . . . 50
Section 9 .3 Default and Termination . . . . . . . . . 51
Section 9 .4 Additional Remedies . . . . . . . . . . . 52
Section 9 .5 Special Termination Procedure . . . . . . 53
Section 9 . 6 City' s Right to Perform . . . . . . . . . 55
Section 9 .7 City Defaults and SMM Remedies . . . . 55
Section 9 . 8 . Preconditions to Termination of
Agreement by SNIl�! . . . . . . . . . . . . 57
Section 9 . 9 . Effect of Delay . . . . . . . . . . . . . 57
Section 9 . 10 . No Implied Waiver . . . . . . . . . . . . 57
Section 9 . 11 . No Remedy Exclusive . . . . . . . . . . . 57
ARTICLE X - MISCELLANEOUS . . . . . . . . . . . . . . . . . . 59
Section 10 .1 . Conflicts of Interest . . . . . . . . . . 59
Section 10 .2 . Titles of Articles and Sections . . . . . 59
Section 10 .3 . Notices and Demands . . . . . . . . . . . 59
Section 10 .4 . Counterparts . . . . . . . . . . . . . . 60
Section 10 .5 . Law Governing . . . . . . . . . . . . . . 60
Section 10 . 6 . Legal Opinions and Delivery of
Documents . . . . . . . . . . . . . . . . 60
Section 10 . 7 . Representatives . . . . . . . . . . . . . 61
Section 10 . 8 . Term . . . . . . . . . . . . . . . . . . 61
Section 10 . 9 . Survivorship of Obligations . . . . . . . 61
Section 10 . 10 . Effect of Covenants, Etc. . . . . . . . . 61
Section 10 . 11 . Superseding Effect . . . . . . . . . . . 62
Section 10 . 12 . Best Efforts . . . . . . . . . . . . . . 62
Section 10 . 13 . Waiver of Certain Damages . . . . . . . . 62
331479.9
� .
9�- is ��
�
EXHIBITS :
Exhibit A Map of the Development Area
Exhibit B-1 Site Plan
Exhibit B-2 Description of the SMM Improvements
Exhibit B-3 Estimate of Costs of the SMM Improvements and
Sources of Financing
Exhibit C-1 Description of the Land
Exhibit C-2 Map of Parcels to be Acquired
Exhibit C-3 Map of Leased Premises
Exhibit D-1 Description of Upper Landing Improvements
Exhibit D-2 Map of Upper Landing Iniprovements
Exhibit E-1 Alignment of Eagle Parkway Improvements
Exhibit E-2 Eagle Parkway Improvements Description
Exhibit E-3 Cross Section of Eagle Parkway Improvements
Exhibit F Milestone
Exhibit G Design Principles
Exhibit H First Source Employment Participation �
Agreement
Exhibit I Affirmative Action Requirements
Exhibit J Targeted Vendor Development Program
Exhibit K Labor Standards
Exhibit L State Predesign Grant Agreement
Exhibit M Construction Grant Agreement
Exhibit N State Disbursing Agreement
Exhibit 0 Current City Budget
Exhibit P-1 Lease
Exhibit P-2 Legal Description of Property Leased Pursuant
to Museum Lease
Exhibit Q-1 Ramp Lease
Exhibit Q-2 Legal Description of Property Leased Pursuant
to Ramp Lease
Exhibit R Disbursing Agreement
Exhibit S Form of State Annual Report
Exhibit T Map of Additional Programming Area
331479.9
9�-�3��
�
� �
DEVELOPMENT AGREEMENT
THIS AGREEMENT made as of the day of , 1996,
by and between the City of Saint Paul, Minnesota, a municipal
corporation, organized and existing under the Constitution and
laws of the State of Minnesota and its Charter (the "City" ) and
The Science Museum of Minnesota, a Minnesota nonprofit
corporation ("Sl�l��) . The City and SMM are hereinafter
collectively referred to as the "Parties . "
W I T N E S 8 T 8:
WHEREAS, pursuant to Minnesota Statutes, Sections 469 . 001
through 469 . 047, the City and the Housing and Redevelopment
Authority of the City of Saint Paul, Minnesota, (the "Authority")
have adopted development plans and redevelopment plans
(collectively, the "Plans") for the Riverfront Redevelopment Area
and the Seven Corners Renewal Area (collectively, the "Project
Area") ; and
WHEREAS, the acquisition of property by public corporations
and the subsequent transfer of such property and development
thereof by private enterprise are objectives of the Plans; and
WHEREAS, the City operates a program of public recreation in
accordance with Minnesota Statutes, Sections 471 . 15 through
471 . 191 (the "Act") ; and
WHEREAS, in order to further the objectives of the Plans and
the Act and to make land in the Project Area available for
development by private enterprise in conformance with the Plans,
the City has determined to acquire certain property, lease the
331479.9 �
. ,
9�-ia7�
1 ♦
same to SMM, and provide for certain public improvements in order
to bring about development in accordance with this Agreement; and
WHEREAS, the City believes that the development of the
Project (as hereinafter defined) as more fully set forth in this
Agreement, and the fulfillment of this Agreement are vital and
are in the best interests of the City and the health, safety,
morals and welfare of its residents; and
WHEREAS, the City and SMM recognize that SMM' s program is
Minnesota' s most popular indoor year-round cultural center
attraction, and has regional importance to the State, the City,
and the surrounding community; and
WHEREAS, SMM' s program is currently located in two buildings
in the City, and currently serves more than 800, 000 people per
year in buildings designed to serve 500, 000;
WHEREAS, over 150, 000 school children from every county in
the State of Minnesota annually visits SMM' s current facilities
and, at peak times, public spaces are severely overcrowded; and
WHEREAS, expansion at SMM' s current site is not desirable
because of excessive renovation costs, inadequate space,
relocation cost of neighbors, insufficient student drop-off
space, age of existing Omnitheater, risks to museum collection
due to inadequate fire suppression and moisture and humidity
control, overcrowding problems, and loss of revenue associated
with being closed for expansion; and
WHEREAS, based on the limitations of the current facilities
and SMM� s need to expand, SMM has spent significant time in the
years 1992 through 1994, in defining its program and space needs
331479.9 2
, , , 9� -�3 ��
.
for a facility to bring SMM into the 21st century, which planning
has resulted in a Long Range Strategic Development Plan for a new
SMM campus that includes site location, expansion of museum
facilities, increased visitorship, additional administrative
space, increased parking capacity, and improved visitor access;
and
WHEREAS, based on the Long Range Strategic Development Plan,
it is projected that by 2005, the future SMM campus will include
or accommodate (a) 1, 500, 000 patrons a year, (b) 500 employees
(full time equivalents) , (c) at least 300, 000 square feet of
museum building; and (d) a parking ramp with at least 700 parking
spaces;
WHEREAS, the SMM Improvements (as hereinafter defined) would
provide significant benefits to the City of Saint Paul and the
surrounding community, including but not limited to the following
benefits :
(a) the SMM Improvements would be the first major project
below the bluff of the Mississippi River and would
provide a linkage between the Project and the downtown
area;
(b) as the leading center for informal science education in
the five-state region, the SMM Improvements are
expected to draw 1, 500, 000 visitors annually and to
serve another 500, 000 persons annually through regional
outreach programs; and
(c) a study commissioned by SMM in 1994 indicated that
SMM' s proposed new facility would provide an annual
331479.9 3
c11� - l 3 7�0
� .
impact of $106 .5 million and 2253 jobs for the City and
surrounding community, which is a significant increase
from the current impact of $55 .4 million and 1, 171 jobs
currently provided by SMM' s operations to the regional
economy.
WHEREAS, with 500 full time equivalent jobs by grand
opening, SMM would be in the top one-half of one percent of
downtown employers; and
WHEREAS, SMM desires to construct the SMM Improvements, and
the City desires to, upon satisfaction of certain conditions as
more fully set forth herein, make certain contributions to the
Project, including specifically to the costs of the Upper Landing
Improvements (as defined herein) ; and
WHEREAS, the City and SMM desire to enter into this
Agreement to set forth the rights and obligations of the Parties
with respect thereto.
NOW THEREFORE, in consideration of the premises and mutual
obligations of the Parties hereto, each of them does hereby
covenant and agree as follows :
331479.9 4
,
9�- �3 ��
ARTICLE I
DEFINITIONS
Section 1 . 1 . Definitions . All capitalized terms used and
not otherwise defined herein shall have the following meanings
unless a different meaning clearly appears from the context :
Act means Minnesota Statutes, Sections 471 . 15 to 471. 191;
Agreement means this Development Agreement, as the same may
be from time to time modified, amended or supplemented;
Architect means Ellerbe Beckett or another architect
designated by SMM and reasonably acceptable to the City;
Authoritv means the Housing and Redevelopment Authority of
the City of Saint Paul, Minnesota;
C•O• means a certificate of occupancy for the Museum issued
by the City;
Citv means the City of Saint Paul, Minnesota;
City Contribution means the contribution to be made by the
City more fully described in Section 3 .2 hereof;
City Event of Default shall have the meaning given such term
in Sections 3 . 1 (2) , 3 .3 (3) , and 3 .4, 3 .7 and 9 .7 hereof;
City Representative means the Director, Department of
Planning and Economic Development, or his or her designee;
Completion Date shall have the meaning ascribed to it in
Section 4 . 1 hereof;
Construction Grant Agreement means the Construction Grant
Agreement by and between the City and the State in the form
attached hereto as Exhibit M;
331479.9 5
q1P- /37�
Countv means Ramsey County;
Development Area means the area outlined on Exhibit A
attached hereto;
Disbursing Agreement means the Disbursing Agreement of even
date herewith, by and between the City and SMM in substantially
the form attached hereto as Exhibit R;
Eagle Parkway Improvements means the public improvements
described and depicted in Exhibits E-1, E-2 and E-3 attached
hereto;
Environmental Law means the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S .C. §9601 et
sea• , the Resource Conservation and Recovery Act, 42 U.S .C. §6901
et secr• , the Hazardous Materials Transportation Act, §1802 et
sea• , the Federal Water Pollution Control Act, 33 U.S .C. §1251 et
sea• , the Clean Air Act, 42 U.S .C. §7401 et sea• , the Minnesota
Environmental Response and Liability Act, Minn. Stat. Ch. 115B,
the Minnesota Petroleum Tank Release Cleanup Act, Minn. Stat . Ch.
115C, and any other federal, state, county, municipal or local
statute or law which regulates Hazardous Substances;
Event of Default shall have the meaning ascribed to it in
Section 9 . 1 hereof;
Grant Agreements means collectively the Predesign Grant
Agreement, a copy of which is attached hereto as Exhibit L and
the Construction Grant Agreement, a copy of which is attached
hereto as Exhibit M;
Hazardous Substances means asbestos, ureaformaldehyde,
polychlorinated biphenyls ("PCBs") , nuclear fuel or material,
331479.9 6
q� -�3 ��
chemical waste, radioactive material, explosives, known
carcinogens, petroleum products and by-products and other
dangerous, toxic or hazardous pollutants, contaminants,
chemicals, materials or substances listed or identified in, or
regulated by, any Environmental Law;
Leases means the Museum Lease and the Ramp Lease;
Museum means the museum to be constructed as part of the SNIl�!
Improvements, more particularly described in clause (1) of
Exhibit B-2 attached hereto;
Museum Lease means the lease in substantially the form
attached hereto as Exhibit P-1 to be entered into by the City as
lessor and SDM�I as lessee pursuant to which the City will lease
the land legally described on Exhibit P-2 hereof to SMM;
Leased Premises means that portion of the land to be leased
by the City to SMM pursuant to the Leases, which land is outlined
on Exhibit C-3 attached hereto and legally described on Exhibits
P-2 and Q-2 hereof;
Proiect means the Eagle Parkway Improvements and the SMM
Improvements; -
Ramp Lease means the lease in substantially the form
attached hereto as Exhibit Q-1 to be entered into by the City as
lessor and SMM as lessee pursuant to which the City will lease
the land legally described on Exhibit Q-2 to SNIl�I;
SDM�! Improvements means the improvements to be constructed by
SMM in accordance with this Agreement, which improvements are
described and depicted on Exhibits B-1 and B-2 attached hereto
331479.9 7
q�-�� ��
and further described in Sections 4 . 1 through 4 .5 hereof, both
inclusive;
SMM Parking Ram� means the parking ramp to be constructed as
a part of the SMM Improvements pursuant to Section 4 .2 hereof and
the Ramp Lease;
State means the State of Minnesota;
Stat� Disbursing Agreement means the Disbursement Agreement
Construction Grant, by and between the City and the State in the
form attached hereto as Exhibit N;
State Grants means the grants appropriated by the State for
a science museum as described in Section 5 .1 hereof;
Turn Around Agreement means the Civic Center Turn Around
Agreement dated as of July 29, 1996 among the City, SMM and the
Civic Center Authority;
Upper Landing Improvements means that portion of the SMM
Improvements generally described and depicted on Exhibits D-1 and
D-2 attached hereto and the Eagle Parkway Improvements;
Unavoidable Delays means delays which are the direct result
of unforeseeable events beyond the control of the party claiming
its occurrence, and without its fault or negligence, including,
but not limited to, delays caused by the other party, delays
caused by the discovery of hazardous substances, acts of God,
fire, floods, epidemics, quarantine restrictions, strikes,
freight embargoes, unavailability of materials, unusually severe
weather, delays of independent contractors, or delays caused by
compliance with local, state or federal regulatory requirements .
337479.9 8
9'!0 -/3 7!p
Section 1 .2 . Exhibits. The following exhibits are
attached hereto and made a part of this Agreement:
Exhibit A Map of the Development Area
Exhibit B-1 Site Plan
Exhibit B-2 Description of the SMM Improvements
Exhibit B-3 Estimate of Costs of the SMM Improvements and
Sources of Financing
Exhibit C-1 Description of the Parcels to be Acquired
Exhibit C-2 Map of Parcels to be Acquired
Exhibit C-3 Map of Leased Premises
Exhibit D-1 Description of Upper Landing Improvements
Exhibit D-2 Map of Upper Landing Improvements
Exhibit E-1 Alignment of Eagle Parkway Improvements
Exhibit E-2 Description of the Eagle Parkway Improvements
Exhibit E-3 Cross Section of Eagle Parkway Improvements
Exhibit F Milestone Schedule
Exhibit G Design Principles
Exhibit H First Source Employment Participation
Agreement
Exhibit I Affirmative Action Requirements
Exhibit J Targeted Vendor Development Program
Exhibit K Labor Standards
Exhibit L Predesign Grant Agreement
Exhibit M Construction Grant Agreement
Exhibit N State Disbursing Agreement
Exhibit 0 Current City Budget
Exhibit P-1 Museum Lease
331479.9 9
.
9�-/3��
Exhibit P-2 Legal Description of Property Leased Pursuant
to Museum Lease
Exhibit Q-1 Ramp Lease
Exhibit Q-2 Legal Description of Property Leased Pursuant
to Ramp Lease
Exhibit R Disbursing Agreement
Exhibit S Form of State Annual Report
Exhibit T Map of Additional Programming Area
331479.9 1 0
9!0 -l3 7lA
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2 . 1 . Representations and Warranties of the City.
The City makes the following representations and warranties :
(1) The City is a municipal corporation organized and
existing pursuant to Minnesota law, and has the power and
authority to enter into this Agreement and carry out its
obligations hereunder.
(2) The City has duly authorized the execution, delivery,
and performance of this Agreement by action of its City Council .
(3) The Project contemplated by this Agreement is or will
be in conformance with the development objectives set forth in
the Plans .
(4) Notwithstanding any other provision of this Agreement
to the contrary, except as provided in Section 3 . 1 hereof, the
City makes no representation or warranty, either express or
implied, as to the Leased Premises or its condition or the soil
conditions thereon, or that the Leased Premises will be suitable
f or the SNIl�! Improvement s .
(5) To its knowledge, neither the execution and delivery of
this Agreement, the consummation of the transactions contemplated
�
hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by, conflicts
with, constitutes a default under, or results in a breach of the
terms, conditions or any provision of Minnesota law, the City' s
charter, administrative code, or legislative code or by any
contractual restrictions, evidence of indebtedness, agreements or
331479.9 1 1
q� -�3��
instruments of whatever nature to which the City is now a party
or by which it is bound.
(6) The City is not presently aware of any condition or
fact which would prevent it from carrying out and performing its
obligations under this Agreement .
Section 2 .2 . Representations and Warranties of SMM.
(1) SNIl�1 is a non-profit corporation, duly formed and
existing under Minnesota law.
(2) SMM has the power to enter into this Agreement and to
perform its obligations hereunder, and to its knowledge, is not
in violation of any provisions of the laws of the State.
(3) To its knowledge, neither the execution and delivery of
this Agreement, the consummation of the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by, conflicts
with, constitutes a default under, or results in a breach of the �
terms or conditions of any provision of the articles of
incorporation, or by-laws of SMM, or by any contractual
restrictions, evidences of indebtedness, agreements or
instruments of whatever nature to which SMM is now a party or by
which it is bound.
(4) SMM is not presently aware of any condition or fact
which would prevent it from carrying out and performing its
obligations under this Agreement .
331479.9 1 2
� .
9� -i3��
ARTICLE III
OBLIGATIONS OF THE CITY
Section 3 . 1 . Land Acquisition and Clearing.
(1) The City will acquire that portion of the land
identified as Parcels 1 and 2 on Exhibit C-1 attached hereto not
later than January 15, 1997, and will demolish and clear Parcel 1
not later than January 15, 1997 . For purposes of this Agreement,
the phrases "demolish and clear" or "demolishing and clearing"
mean removal of all surface and subsurface structures and their
foundations, cap and plug all utilities at the mains, and remove
any site associated structures located on the land. SNIl�!
acknowledges that the City has no obligation to demolish and
clear Parcel 2 .
(2) Subject to delays in demolishing the existing
improvements caused by the existence of hazardous substances
unknown to the parties at the time of execution of this
Agreement, but only to the extent such delays in demolition cause
the demolition phase to exceed forty-five (45) days, the City ,
will acquire demolish and clear that portion of the Land
identified as Parcel 3 on Exhibit C-1 attached hereto not later
than August 15, 1998 . In the event that the City fails to
acquire, demolish and clear Parcel 3 by August 15, 1998, a City
Event of Default shall be deemed to exist under this Agreement
notwithstanding the notice and cure provisions of . Section 9 . 7
hereof, provided that SMM shall not have the right to obtain any
damages for such failure if the City substantially completes the
331479.9 1 3
.
q1��137�
Eagle Parkway Improvements as required by Section 3 .3 of this
Agreement on or before April 15, 1999 .
(3) If condemnation is necessary for the acquisition of any
of the Land, the City or one of its redevelopment agencies will
exercise its powers of eminent domain, including quick take at
such times to insure compliance by the City with Subsections (1)
and (2) of this Section 3 . 1 .
(4) The City shall use the best efforts to obtain, at SMM' s
cost, an ALTA lessee' s policy of title insurance (current
version) issued by Commonwealth Land Title Insurance Company
("Title") in an amount acceptable to SNIl�I, naming SMM as the
insured, and insuring the leasehold interest of SNIl�I under the
Leases, free and clear of all title defects, liens and
encumbrances . A precondition to the execution of the Leases by
SMM shall be that the status and condition of the title of the
Leased Premises, and the form of such policy of title insurance,
shall be acceptable to SMM.
(5) The acquisition, demolishing, clearing and relocation
costs for Parcels 1, 2 and 3, excluding any costs of remediation
or clean up of Hazardous Substances which are addressed in
Section 7 . 1 hereof, shall be paid by the City.
(6) The costs of acquisition, demolishing, clearing and
relocation costs for Parcel 5, excluding any costs of remediation
or cleanup of Hazardous Substances which are addressed in Section
7 . 1 hereof, shall be paid equally by the City and SMM. When all
of the costs of acquisition, clearing, relocation and demolition
for Parcel 5 are paid, the City shall provide SMM with invoices
331479.9 1 4
� � �
9�-�3 ��
or evidence of such costs . SDM�I shall pay to the City its share
of such costs within 30 days after receipt of an invoice from the
City. If the City does not receive SMM' s payment within such 30
day period the City may submit to the Trustee a Requisition
Certificate in the form attached as Exhibit B to the Disbursing
Agent for reimbursement of such unpaid amount from the City
Construction Account . �
(7) The City shall pay all costs of acquisition of Parcel 4
and such parcel shall not constitute a part of the Leased
Premises .
(8) The City estimates that the costs of acquisition,
demolishing, clearing and relocation will be in the range of
$6, 500, 000 to $7, 000, 000, which includes the $375, 000 for
remediation or clean up of Hazardous Substances described in
Subsection 7 .1 (1) (A) and (1) (C) hereof, which cost is not a part
of the City Contribution as provided in Section 3 .2 (iii) .
(9) SMM agrees that it will cooperate fully with the City
in connection with the City' s acquisition of the parcels of land
described on Exhibit C-1 and will use all influence reasonably
available to it to enable such land to be acquired at the lowest
possible cost .
(10) The Leased Premises which are legally described in
Exhibits P-2 and Q-2, which excludes any public right of way for
the Eagle Parkway Improvements, shall be leased to SMM pursuant
to the Leases . The Leases will be in substantially the forms
attached hereto as Exhibit P-1 and Q-1 . The Leases will be
executed by SMM and the City at the later of : i) closing on the
331479.9 1 5
q1,-�37�
issuance of the revenue bonds referred to in Section 3 . 6 hereof
or ii) promptly after the terms and conditions thereof have been
approved by the State, and all other conditions set forth in
Sections 3 . 1 (4) , 3 .4 (3) (b) through (1) hereof, and Section 4 . 10
(except subsection (d) ) have been met or waived in writing by the
party for whose benefit the condition exists . SMM shall not
commence construction of the SPM�! Improvements, except as
contemplated by the Turn Around Agreement, prior to the execution
of the Leases . Notwithstanding the foregoing sentence, SMM shall
have the right to commence utility and grading work prior to
execution of the Leases, with the written approval of the City
(which approval shall not be unreasonably withheld) , subject to
the following conditions :
(a) The City shall have title to and the right of
possession of the land on which the work will be
done,
(b) All costs and expenses of such work shall be the
sole responsibility of SNIl�I,
(c) SNIl�! shall have in place all insurance required by
the Leases as if the Leases were in effect, and
(d) SMM shall be bound by all provisions of Section
8 .4 hereof notwithstanding the fact that the
Leases have not been executed.
(11) SNIl�I agrees to acquire and convey to the City that
portion of the Land identified as Parcel 6 on Exhibit C-1
attached hereto prior to execution of the Leases, and to cause
said property to be covered, at the cost of the City, by an
331479.9 1 6
9� -����
owner' s policy of title insurance insuring the City' s interest as
owner subject only to exceptions acceptable to the City.
Section 3 .2 . City Contribution. In return for SMM� s
agreement to undertake the SMM Improvements, the City agrees to
make a contribution upon the terms and conditions set forth in
this Agreement of :
(i) $10, 500, 000, (less the remediation and cleanup
costs paid by the City pursuant to Section 7 . 1 (1) (B) hereof
and less any offset made pursuant to Section 3 .1 (6) hereof) ,
plus
(ii) the City' s portion of the land assembly costs
set forth in Section 3 . 1 hereof, plus
(iii) the portion of the environmental clean up costs
to be paid by the City pursuant to Section 7 . 1 (1) (A) and (C)
hereof, and plus
(iv) the portion of the $500, 000 contribution to be
used to pay the design amenities for the Plaza Connection
pursuant to Section 3 . 8 hereof .
Section 3 .3 . Eagle Parkway Improvements .
(1) The Eagle Parkway Improvements will be aligned,
designed and constructed as set forth on Exhibits E-1, E-2 and E-
3 attached hereto. The City will not change the elevation or the
easterly boundary of the Eagle Parkway Improvements as shown on
Exhibits E-1, E-2 and E-3 without the prior written consent of
SMM. The cost of the Eagle Parkway Improvements is currently
estimated by the City to be $1, 500, 000 . The City will complete
construction drawings for the Eagle Parkway Improvements within
331479.9 1 7
q�- �� ��
60 days after execution of this Agreement and will provide SMM
with an updated cost estimate upon completion of such
construction drawings . During such 60 day period, the Parties
agree to meet and use their best efforts to integrate the design
of Celebration Plaza and the Eagle Parkway Improvements along the
western edge of the Leased Premises .
(2) Notwithstanding the estimates in subsection (1) hereof,
SMM acknowledges that it is solely responsible for all costs and
expenses necessary to design and construct the Eagle Parkway
Improvements; provided however that, the City will pay for any
design and construction costs of the Eagle Parkway Improvements
if the Eagle Parkway Improvements are designed and constructed in
such a manner as to require expenditures in excess of the
expenditures that would be required if it were designed and
constructed in accordance with the description and design
standard set forth in Exhibits E-1, E-2 and E-3 (the "Alternate
Design") and provided further that the City shall, in order to
determine any excess expenditures, require contractors to bid the
construction both in accordance with Exhibits E-1 through E-3 and
in accordance with the Alternate Design. Notwithstanding the
foregoing, the City agrees to pay the costs of acquiring and
installing the benches included in Exhibit E-2 hereof .
(3) The City agrees to substantially complete the Eagle
Parkway Improvements by April 15, 1999, and that, notwithstanding
Section 9 . 7 hereof, the City shall have no notice and cure period
if it fails to complete the Eagle Parkway Improvements by April
331479.9 1 8
94-� 3��
15, 1999, and that a City Event of Default shall exist if they
are not completed by that date.
(4) The City and SMM will jointly approve signs to be
placed in the public right of way along the Eagle Parkway
Improvements to maximize motorists ' use of the lower entrances to
the Civic Center Ramp and the SMM Parking Ramp, such signs to be
a part of the design elements of the Eagle Parkway Improvements .
Section 3 .4 . Payment or Release of City Contribution.
Upon execution of this Development Agreement and the
Disbursing Agreement, the City Contribution described in Section
3 .2 (ii) and (iii) shall be paid by the City as the costs of land
assembly, clearing, demolition, relocation, remediation and clean
up of Hazardous Substances are incurred.
The City Contribution described in Section 3 .2 (i) and (iv)
hereof shall be paid or disbursed as follows :
(1) $500, 000 will be paid to SMM, upon receipt by the City
of a written request from SMM to reimburse it for
design costs incurred by SMM for the SNIl�1 Improvements .
Such request shall be accompanied by reasonable
evidence of the cost and payment thereof;
(2) $250, 000 will be paid by the City to defray
environmental cleanup costs of the Parcels 1, 2, 3 and
5 described on Exhibit C-1 hereof as and when needed
subject to Section 7 . 1 (1) (B) hereof, provided that any
part of such $250, 000 not expended pursuant to Section
7 . 1 (1) (B) hereof will be disbursed pursuant to
subsection (3) below;
(3) The remainder will be disbursed pursuant to the
provisions of the Disbursement Agreement provided that
no disbursement shall be made unless the following
conditions have been met (or the City has waived them
in writing) :
a. The Parties have executed, with the approval of
the State, the Leases .
331479.9 1 9
q�- i3'��
b. The State and the City have executed the Grant
Agreements and the State Disbursing Agreement, and
all pre-conditions in those agreements to the
disbursement of the State Grants have been
satisfied;
c. All representations and warranties of SMM herein
and in the Leases are true and correct in all
material respects;
d. No event has occurred and is continuing which
constitutes a default or an Event of Default by
SMM under this Agreement or the Leases;
e. No event has occurred and is continuing which,
with the giving of notice or the passage of time,
or both constitutes a default or an Event of
Default by SPM�! under any document or instrument
related to financing of all or any portion of the
SMM Improvements;
f . SMM shall have entered into, and shall have
provided to the City a copy of, a construction
management agreement for the SMM Improvements with
a contractor or construction manager reasonably
acceptable to the City and an agreement between
SMM and Ellerbe Beckett, or another architect
reasonably acceptable to the City, for the design
of the SMM Improvements;
g. SMM shall have entered into, and shall have
provided to the City a copy of, a fixed price
construction contract, or a guaranteed maximum
price contract, between SMM and a contractor
reasonably acceptable to the City for construction
of the SPM�! Improvements; provided further that
such contract shall be backed by a payment and
performance bond from a bonding company acceptable
to the City.
h. No changes to the Design Drawings prohibited by
Section 4 . 11 hereof shall have been made without
the approval of the City.
i . SMM shall have provided the City a total project
cost statement estimating the total construction
cost for the SNIl�1 Improvements and the Eagle
Parkway Improvements, together with copies of any
other documentation reasonably required by the
City to confirm such costs;
331479.9 2 0
9�0-137�
j . SNIl�I shall have provided to the City evidence
acceptable to the City that (a) conduit revenue
bonds have been issued and that the proceeds
thereof are available for disbursement to pay
costs of SMM Improvements on terms acceptable to
the City, and (b) the proceeds of such conduit
revenue bonds, together with the City
Contribution, the State Grants, other funds of SMM
specifically allocated by the Board of Directors
of SMM to construction of SMM Improvements by
written resolution, and any pledges received by
SMM and available to pay any costs of the SMM
Improvements are sufficient and available to pay
all estimated costs of the SMM Improvements and
the estimated cost of the Eagle Parkway
Improvements as set forth in Section i above; and
k. SMM shall have paid in full that certain
promissory note payable to the City in the
original principal amount of $2, 500, 000 .
Upon satisfaction (or written waiver by the City) of all of
the conditions set forth in clause (3) above, that portion of the
City Contribution described in Section 3 .2 (i) hereof, less any
amounts theretofore disbursed pursuant to clauses (1) and (2)
above, shall be deposited with the Trustee for the conduit
revenue bonds and held in a separate account by the Trustee under
the Indenture of Trust (the "City Construction Account") ;
provided that funds in the City Construction Account shall not be
a part of the trust estate securing the holders of the conduit
revenue bonds . If the City fails to deposit the City
Contribution with the Trustee in accordance with the preceding
sentence, a City Event of Default shall be deemed to exist under
this Agreement notwithstanding the notice and cure provisions of
Section 9 . 7 hereof . The Trustee shall be authorized to disburse
the moneys in the City Construction Account in accordance with
the provisions of the Disbursing Agreement. SMM acknowledges
331479.9 2 1
9�•i3��
that, notwithstanding the fact that the City Contribution is
intended to be used first for design and construction of the
Upper Landing Improvements, SMM is solely responsible for payment
of all costs of the Upper Landing Improvements, subject to the
provisions of Section 3 .3 hereof, regardless of whether the City
Contribution is sufficient therefor.
Section 3 .5 . City Options for Financing. The City' s
Budget Director has developed a multi-year finance plan to
provide funds to finance the City Contribution. The current
adopted budget is attached hereto as Exhibit 0. The City, in its
sole discretion, may amend the budget as long the City' s ability
to perform its obligations under this Agreement is not impaired.
The Parties recognize that some of the revenue funding th.e City' s
Contribution may be restricted to certain uses. The City will
notify SMM of any such use restrictions; provided that no
revenues will be used to fund the City Contribution if the
restrictions to which such revenues are subject would negatively
impair or affect the ability of SMM to use such funds to
construct the SMM Improvements or delay the construction thereof .
The City will provide SNIl�I and any entity that holds the City
Construction Account written notice of any such restrictions, and
SMM agrees to be bound by any and all such restrictions . Except
as specifically provided in this Section 3 .5, with respect to
restrictions on the use the of City Contribution, neither the
City' s budget nor the source of the City Contribution shall
affect the rights or obligations of the City or SMM under this
Agreement .
331479.9 2 2
9�-i���
Section 3 . 6 . Conduit Revenue Bonds. As and when requested
by SMM, the City will request the Authority to use its best
efforts to issue conduit revenue bonds pursuant to Minnesota
Statutes, Sections 469 . 152 to 469 . 1651, both inclusive, to
finance a portion of SMM Improvements . Neither the City nor the
Authority shall be obligated to provide any credit enhancement
for the revenue bonds based on the credit standing or moral
obligation of either the City or Authority or to pledge any
revenues or other funds of either the City or Authority to the
payment of debt service on the bonds or to pay any other capital
or operating costs of the SMM Improvements .
Section 3 . 7 . Shepard Road. The City will complete the
construction of the railroad crossing at the eastern edge of the
Development Area by not later than April 15, 1999 . In the event
that the City fails to complete such construction by April 15,
1999, then a City Event of Default shall be deemed to exist under
this Agreement notwithstanding the notice and cure provisions of
Section 9 . 7 hereof . Subject to Unavoidable Delays, the City will
complete the construction of Shepard Road, and the railroad
crossing at the western edge of the Development Area by December
31, 1999 .
331479.9 2 3
. ,
. 9��/3 7�
. ,
ARTICLE IV
SMM UNDERTAKINGS
Section 4 . 1. Museum Construction.
(1) SMM agrees to construct a new facility of not less than
300, 000 gross square feet for use as a science museum (the
"Museum") in conformance with the Design Drawings, as amended
from time to time in accordance with this Agreement . The
construction of the Museum will commence on or before March 15,
1997, and shall be completed on or before March 1, 2000 (as
extended for Unavoidable Delays "Completion Date") . SMM agrees
to construct and operate the Museum in accordance with the
provisions of the Museum Lease.
(2) The SMM Improvements constitute a "project" within the
meaning of Minn. Stat . §469 . 153 subd 2 (b) , and SPM�! is hereby
authorized by the City to provide for the construction and
equipment of the SMM Improvements, as .permitted by the Act, and
as further permitted by the Leases.
Section 4 .2 . Parking Ram�.
(1) SMM agrees to construct the SMM Parking Ramp. The SMM
Parking Ramp will have at least 700 spaces and not more than 850
spaces and will be constructed in conformance with the Design
Drawings, as. amended from time to time in accordance with this
Agreement . Subject to Unavoidable Delays, the SMM Ramp will be
completed on or before March 1, 2000 . SMM agrees to construct
and operate the SMM Ramp in accordance with the provisions of the
Ramp Lease.
Section 4 .3 . Intentionally Omitted.
337479.9 2 4
. , � 9l�•J3��
.
Section 4 .4 . Landscaping and Utilities . SMM will
landscape the SMM Improvements, including the area along the
edges of the Leased Premises, and will install a fence of at
least 8 feet in height along the southerly border of the Leased
Premises . SMM will cause the utilities to be relocated and will
undertake all soil correction (e.g. pilings and removal or
addition of fill) necessary for construction of SMM Improvements;
provided that remediation and cleanup of Hazardous Substances
will be governed by Section 7 . 1 hereof .
Section 4 . 5 . [Intentionally Omitted]
Section 4 . 6 . Estimated Costs . SMM� s estimate of the costs
of the SMM Improvements and the City' s estimate of the costs of
the Eagle Parkway Improvements, excluding the costs of land
acquisition, clearing, demolition, renovation and environmental
remediation, are set forth on Exhibit B-3 .
Section 4 . 7 . Estimated Sources . The estimated sources
for financing the SDM�I Improvements, including the Eagle Parkway
Improvements, excluding land acquisition, clearing, demolition,
renovation and remediation costs, are set forth in Exhibit B-3
hereof .
Section 4 . 8 . Project Costs. SMM and the City acknowledge
that the costs and sources set forth in Exhibit B-3 are estimates
and that subject to Sections 3 .3 and 4 . 10, SMM shall have sole
responsibility and will pay for all costs of the Project,
including the Eagle Parkway Improvements, which exceed the City
Contribution regardless of the final cost and regardless of
331479.9 2 5
e .� 9Y'/� I�
� �
whether or not any of the foregoing sources of funds are
available or sufficient .
Section 4 . 9 . Compliance; Zoning/Regulatory Permits .
(1) SMM will obtain and maintain all necessary zoning and
regulatory permits for the construction and operation of the SMM
Improvements . SMM will pay for any and all costs of any Special
Use Condition Permits, Indirect Source Permits, EAW, or other
environmental reviews required for the SMM Improvements and will
comply in all material respects with all terms and conditions of
those permits . The cost of the EAW is estimated by the City to
be $20, 000 .
(2) Subject to Section 4 . 10, SMM will cause the SMM
Improvements to be constructed, operated and maintained in
material compliance with the terms and provisions of this
Agreement, the Leases, and all local, state and federal laws and
regulations, including, but not limited to, environmental,
zoning, energy conservation, building code and public health laws
and regulations .
(3) SMM agrees to comply with the prevailing wage
standards, affirmative action, public art ordinance, and targeted
business programs of the City, including specifically compliance
with the provisions of the First Source Employment Participation
Agreement attached hereto as Exhibit H, the Affirmative Action
Requirements attached hereto as Exhibit I, the Targeted Vendor
Development Program attached hereto as Exhibit J, and the Labor
Standards attached hereto as Exhibit K.
331479.9 2 6
, q[�-l3�7�
. ,
Section 4 .10 . Conditions Precedent . Al1 of SNIl�!' s
undertakings and obligations set forth in this Article IV are
subject to and conditioned upon each of the following:
(a) Unavoidable Delays;
(b) Issuance of conduit revenue bonds;
(c) Execution by the City and the State of the
Construction Grant Agreement and the State Disbursing
Agreement;
(d) Execution by the City and SMM of the Leases;
(e) Deposit of the City Contribution into the City
Construction Account; and
(f) Timely performance by the City of its other
obligations under this Agreement .
Section 4 . 11 . Approval of Design Drawings .
(1) The City acknowledges that SNIl�I has submitted the
documents included as a part of Exhibit G hereto (the "Design
Drawings") to the City and that the Design Drawings have been
approved by the City.
(2) SMM shall not make any changes to the Design Drawings
(and any construction drawings or plans) which significantly
affect the site plan, elevations or exterior of the SPM�I
Improvements without the prior written approval of the City
Representative. SNIl�! shall have the right to make any other
changes to the Design Drawings (and any construction drawings or
plans) without such approval .
(3) In the event that SMM desires any changes in the Design
Drawings which require the approval of the City Representative
331479.9 2 7
. . �l� '1374°
6
pursuant to clause 2 immediately above, SMM shall submit such
proposed changes, together with whatever additional documentation
the City requires to properly evaluate the proposed changes
(collectively the ��Design Drawing Changes") .
(4) The City Representative shall expeditiously review the '
Design Drawing Changes . The Design Drawing Changes shall
conclusively be deemed approved, unless they are rejected in
writing by the City Representative within ten (10) working days
of submission, which written rejection must be accompanied by a
written statement of the City Representative specifying the
respects in which the Design Drawing Changes submitted by SMM are
unacceptable. If the City Representative rejects the Design
Drawing Changes in accordance with the preceding sentence, in
whole or in part, SMM may either withdraw the request for Design
Drawing Changes or submit new or corrected Design Drawing Changes
after receipt by SMM of written notification of the rejection.
The provisions of this subsection relating to approval, rejection
and resubmission of Design Drawing Changes shall continue to
apply for thirty days from the original request for Design
Drawing Changes after which time, if the City Representative has
not agreed to such request, the request shall be deemed to be
withdrawn.
(5) Approval of the Design Documents and any future
approval of Design Drawing Changes by the City Representative
shall not relieve SMM of its obligation (a) to receive the
approval of any other City department if such approval is
required by City ordinance, standard City licensing or permitting
337479.9 2 8
. . 9�-/3��
�
requirements or standard written City policies in connection with
the SMM Improvements, or (b) to comply with the terms and
provisions of this Agreement, the Leases, or the provisions of
any applicable federal, state and local laws, ordinances and
regulations, nor shall approval of any Design Drawing Changes by
the City Representative be deemed to constitute a waiver of any
Event of Default .
Section 4 . 12 . Capital, Operating and Maintenance Cost .
SMM, or its permitted successors or assigns, will pay for all
capital, operating and maintenance expenses of the property
leased to SMM under the Leases during the entire term of the
Leases .
Section 4 . 13 . Existing Facilities . In recognition of
limited local resources and SMM' s desire for a long term mutually
beneficial relationship with the City, SMM agrees, concurrently
with the execution of the Leases, to enter into a lease of the
building on the western portion of the existing campus (the "West
Building") , on terms mutually agreeable to the Parties, which
lease will replace the existing lease dated July 15, 1984,
between the Parties .
Section 4 . 14 . Promotion of Citv. SMM understands that the
City is making the contributions herein to the Project, in part,
because of the relationship between the Project and the downtown
area of the City. SNIl�! agrees, in consideration of the City' s
contribution to the Project, to undertake the following
activities to actively promote the downtown area of the City:
331479.9 2 9
. .
9l0-/37�
(A) to participate in the marketing of cultural and
entertainment activities available in the downtown area of
the City, including participating in the marketing efforts
of the Capital City Partnership, or a successor
organization.
(B) to provide space in the SMM Improvements for a
kiosk satisfactory to the City and SMM to inform visitors
about entertainment, cultural and other activities available
in the downtown area of the City.
Section 4 . 15 . Responsibility for Fees . SMM agrees to pay
for the City and Authority fees associated with the SMM
Improvements including:
(A) Standard City fees for permits, licenses and other
approvals required by City ordinance for the SMM
Improvements .
(B) Issuer fees associated with conduit revenue bonds
issued on behalf of SNIl�I.
Excluding legal fees for the Turn Around Agreement and legal
costs of the City in preparing a separate lease for the SNIM
Parking Ramp (including any declarations of easements required
solely due to separate leases) , the Parties shall pay for their
respective legal costs for the preparation of the Memorandum of
Understanding, this Agreement, the Leases, the Disbursing
Agreement, and any other documents related to the Project,
excluding any documents entered into in connection with conduit
revenue bonds issued for the Project .
331479.9 3 0
, . 9�0/3��
After the grand opening of the Museum, should the Parties
mutually decide to relocate underground the NSP overhead wires
referred to in Section 6 .3 hereof, any costs with respect thereto
which are properly allocable to costs within the Leased Premises
shall be paid by SDM�! and any costs which are properly allocable
to costs outside the Leased Premises shall be the responsibility
of the City.
Section 4 . 16 . Reports .
(1) SMM shall provide the City in a timely manner with such
information about the SMM Improvements as the City may reasonably
request in writing. Additionally, SMM shall promptly provide the
City, at its written request, or without its written request if
such information is otherwise required by Exhibits H, I, J, or K
hereof, any information needed to ensure compliance with Section
4 . 9 hereof, any information needed to ensure compliance by the
City with the Grant Agreements, and any other information
provided to the State or private lenders. The City agrees to
protect such information as non-public or trade secret
information to the extent such protection is available under
Minnesota Statutes, Chapter 13 . Nothing herein shall be
construed to require the City to incur any costs or expenses in
complying with this provision unless SMM agrees in advance to pay
or reimburse the City for any costs and expenses incurred by the
City in complying with this agreement.
(2) SDM�I agrees to provide the City with the information set
forth in Exhibit S hereto on or before November 1 of each year,
commencing on the November 1 first following the Completion Date.
337479.9 3 1
clCo -1�3?�
SDM9 agrees to meet with the City during the month of November of
each year to discuss the material provided by SMM.
Section 4 . 17 . Use of Auditorium. The Parties acknowledge
that the Museum Lease includes a provision pursuant to which SNIl�!
agrees to allow the City to use the auditorium constructed as
part of the SNIl�! Improvements for public meetings not more than 3
times per year. Such use will be without rental charge to the
City and at mutually agreeable times for not more than 8 hours
per time. SNIl�! shall not be obligated for any costs incurred
solely as a result of the City' s use of the auditorium, such
costs to be the responsibility of the City.
Section 4 . 18 . Additional Programming Area. The City agrees
to keep the property in the Development Area south of the
railroad tracks shown on Exhibit T as park and open space area
for a period of 10 years after the Museum is open to the public
(the "Additional Programming Area") . SMM shall have the option,
which option must be exercised by written notice to the City, at
any time within the ten year period commencing with the public
opening of the Museum, to operate programs in the Additional
Programming Area as long as SNIl�I (a) designs and constructs, in a
manner satisfactory to the City, a pedestrian bridge or other
access acceptable to the City across the railroad tracks, which
design and construction shall be at no cost to the City, (b)
enters into an Agreement with the City to cover the operation and
maintenance of the pedestrian bridge or other access acceptable
to the City, and (c) enters into an agreement with City' s Parks
and Recreation Department to operate its program in the
331479.9 3 2
, .
9C�• /37�
Additional Programming Area. In the event that SMM properly
exercises this option, then SMM shall have the right to continue
using the Additional Programming Area for the duration of the
Lease term.
Section 4 . 19 . Plaza Connection. If the parties agree that
the SMM Parking Ramp and the Civic Center Parking Ramp should be
connected at one or more levels (the "Plaza Connection") (a) the
parties will negotiate a three party agreement with the Civic
Center Authority with respect to the design, cost, responsibility
for construction, timetable, operating and maintenance
responsibilities, and design amenities, and (b) SMM and the Civic
Center Authority shall enter into an appropriate easement
agreement with respect to the Plaza Connection. If the Plaza
Connection includes a connection at the Kellogg Street level, the
City will contribute $500, 000 to be used to pay for design
amenities such as pavers, trash cans, benches and decorative
lighting on the top level of the Plaza Connection. The balance
of the City' s funds will be used to pay for similar improvements
to carry the design theme through to the top of the Civic Center
Ramp.
Section 4 .20 . Completion of SDM�I Improvements . Within 30
days after substantial completion of the SMM Improvements, SMM
shall deliver a written notice of such fact executed by SMM and
the Architect to the City (the "Certificate of Completion") , and
within one year of substantial completion of the SMM
Improvements, SMM shall deliver a complete set of a reproducible
331479.9 3 3
. . 9�-13?�
record, or "as built" drawings prepared by the Architect, showing
the SNIl�! Improvements and their location.
331479.9 3 4
� , �J�o-13?l�
,
ARTICLE V
STATE GRANTS AND LEASE
Section 5 . 1 . State Grants .
(1) The State of Minnesota has made two grants totalling
$31 million dollars for the Science Museum from the proceeds of
the State' s general obligation bonds (the "State Grants") . SMM
and the City agree that none of the money derived from the State
Grants will be disbursed for the construction of the Parking Ramp
or the Eagle Parkway Improvements . The grants are made on the
terms and conditions set forth in the Grant Agreements and the
State Disbursement Agreement . The City agrees not to charge an
acceptance or administrative fee for the State Grants . The City
agrees to comply with all terms and conditions of the Grant
Agreements and the State Disbursing Agreement and SMM agrees at
the written request of the City to cooperate fully to assist the
City in complying with all provisions of the Grant Agreements and
the State Disbursing Agreement .
(2) The State Grants include the following:
(A) 1994 State Grant - 51, 000, 000 . A grant in the
amount of $1, 000, 000 to the City for costs associated with
the predesign and design of a science museum, the proceeds
of which have heretofore been disbursed to SDM�I.
(B) 1996 State Grant. A grant in the amount of $30
million to the City to design, construct, furnish and equip
a science museum. SMM acknowledges that the authorizing
legislation for the 1996 State Grant provides that the
proceeds are not available until (a) the 1996 State Grant is
331479.9 3 5
. . q�-J37�
matched by at least $59, 000, 000 in nonstate funds, (b) the
City provides written evidence of the availability of
matching funds to the Commissioner of Finance, and (c) the
Commissioner of Finance has determined that all matching
requirements of current and prior appropriations have been
met . SNIl�1 agrees to provide the City and State evidence of
such matching funds as soon as available.
(3) The City will provide SMM with any statement provided
to the Finance Commissioner pursuant to Section 2 .07 of the
Construction Grant Agreement or Section 3 . 03 of the Predesign
Grant Agreement at the same time any such statement is provided
to the Finance Commissioner. In the event that the City is in
default under any of the provisions of the Grant Agreements or
the State Disbursing Agreement, and the City fails to comply with
such provisions within sixty (60) days of the receipt of written
notice thereof from SMM or the State, SMM shall have the right,
but not the obligation, to perform any of the City' s obligations
under the Grant Agreements and the State Disbursing Agreement.
The City shall pay SMM on demand the actual cost of performing
such obligations with interest thereon until paid at the rate of
10% per annum.
331479.9 3 6
. .,
9�-�37�
.
. .
ARTICLE VI
OTHER AGREEMENTS OF THE PARTIES
Section 6 . 1. Existing Campus. The Parties agree to
develop a joint strategy to reuse SMM' s existing building at
Wabasha and Exchange Streets, commonly referred to as the East
Building. The Parties agree that if a labor interpretive center
is funded by the State on terms acceptable to SMM and the City,
the Parties will convey their respective interests in the East
Building to the State for $1 .00, on the condition that it be used
primarily as a labor interpretive center. SMM will use best
efforts to provide the City with written notice of the date when
SMM will commence moving its exhibits, equipment and other
personal property when such date is known to SMM (the "Beginning
Moving Date") . SMM will remove its exhibits, equipment and other
personal property from said building within 240 days of the later
of (a) the Beginning Moving Date, or (b) the date of issuance of
the C.O. , provided however, that SMM shall have 3 years from the
date of issuance of the C.O. to remove its personal property from
the lower level of the East Building. As provided in Section
4 .13 hereof, SMM will continue to lease the West Building from
the City.
Section 6 .2 . Access and Coordination. The City and SMM
will cooperate and coordinate their respective construction
responsibilities under this Agreement and the Disbursing
Agreement so that neither Party nor the public is unreasonably
denied or delayed access to needed areas within the Development
Area. More specifically, SMM agrees that its construction of the
337479.9 3 7
. ,
q�- i3��
.
SMM Improvements will not unreasonably impair (a) access to
property owned by District Cooling, Plastics, Inc. and Ramsey
County, (b) traffic on Kellogg Boulevard, (c) the construction of
improvements to the Civic Center, and (d) access and utilities to
the Civic Center Parking Ramp. More specifically, the City
agrees that its construction of the Eagle Parkway Improvements
and Shepard Road will not unreasonably impair SMM' s access to the
Leased Premises .
Section 6 .3 . Utilities . The Parties recognize the
following major utilities of NSP, Water Utility, and District
Heating and Cooling impact the successful outcome of this
Project :
(A) NSP. The Parties recognize that removing or
relocating underground the existing overhead high voltage
lines through the Development Area is an important priority
but that the cost of relocation or removal is not included
in the City' s contribution under Section 3 .2 hereof or in
SMM' s obligations under this Agreement . Before construction
of SMM Improvements, the Parties will strongly encourage NSP
to contribute to this priority Riverfront initiative by
removing or relocating underground Riverfront overhead high
voltage lines through and near the Project area at NSP' s
expense. The NSP feeder line located in the Project area
will be relocated by NSP at SMM' s expense pursuant to the
Turn Around Agreement . The Parties agree to cooperate to
allow NSP to complete the relocation work as needed in
accordance with the timetable for the Project .
331479.9 3 8 .
. . � �(��►3t�
� �
(B) Saint Paul Water Utilitv. SMM agrees to include
water conservation as part of the museum programming.
(C) District Heating and Cooling. SMM has evaluated
the merits of using District Heating and District Cooling
for the SMM Improvements, and has determined to use District
Heating and District Cooling for the SMM Improvements .
Section 6 .4 . Schedule and Timeline. The Parties have
agreed to the milestone schedule set forth on Exhibit F attached
hereto. No material changes will be made to the schedule without
the express written consent of both Parties . The failure of
either of the Parties to accomplish the tasks set forth therein
at the times set forth therein shall not constitute an event of
default under this Agreement, unless such failure independently
gives rise to an event of default under another provision of this
Agreement .
Section 6 .5 . Public Accessibilitv. The Parties recognize
the shared goals of increased visitor activity that the SMM
Improvements will bring, the unique design challenges of the
site, and the importance of visitor accessibility. SNIl�! agrees to
keep the Pedestrian Path System, the Grand Stairway, Celebration
Plaza and Kellogg Plaza as such terms are defined in Exhibit B-2
attached hereto, open to the public at a minimum during the same
hours the City' s public parks are open; provided that the Grand
Stairway may be closed to the public during the winter months at
approximately the same time as the City closes any similar public
improvements such as the stairs on South Wabasha Street, and any
part of the Pedestrian Path System, Celebration Plaza and the
331479.9 3 9
. � � q(�- 13�t�
� ..
Grand Stairway may be closed at other times if, and for so long
as is necessary for the safety of the public, as reasonably
determined by SMM. SMM shall give at least 5 days notice to the
City' s parks and recreational department of its intention to
close Celebration Plaza to the public because of scheduled
programming in Celebration Plaza, or shall provide a schedule of
such closings in advance to the City' s parks and recreational
department .
Section 6 . 6 . [Reserved]
Section 6 . 7 . [Reserved] .
Section 6 . 8 . Cooperation Between City, SMM and Project
Lenders . The Parties agree to cooperate and provide, in a timely
fashion, any information reasonably requested by lenders or the
State for the Project .
Section 6 . 9 . Execution of Plats/Petitions . The Parties
agree to cooperate in order to accommodate the recording of all
plats, lot splits and street and alley vacations for the Project .
SNIl�! acknowledges that it is solely responsible for obtaining, and
for all costs and expenses associated in obtaining, the necessary
subdivision approvals, if any (and any other required approvals)
to divide the Land into the parcels to be the subject of the
Museum Lease and the Ramp Lease.
Section 6 . 10 . Termination of Aqreement . Unless the Parties
can reach a mutually agreeable solution within 60 days after any
of the events described in (i) or (ii) below, either of the
Parties may, by prior written notice to the other, terminate this
Agreement : (i) if the remediation and clean up costs exceed
331479.9 4 0
. , a(�� 13��e
� +
$750, 000, and the parties do not agree to a plan to fund such
costs as provided in Section 7 .1 (5) hereof, or (ii) if the
Parties mutually agree that the preconditions to the release of
the City Contribution under Section 3 .4 (3) hereof cannot be met .
Upon any such termination, the Parties shall execute any
documents needed to terminate this Agreement, the Leases and the
Disbursing Agreement, and all obligations of the Parties to each
other shall terminate, except for the obligations under Sections
6 . 11 and 8 .4 of this Agreement.
Section 6 . 11 . Reimbursement to City. If the Development
Agreement is terminated for any of the reasons set forth in
Section 6 .10 hereof, or if the Development Agreement is
terminated as a result of the occurrence of an Event of Default
by SMM hereunder, SMM agrees to reimburse the City for any amount
up to $500, 000 which the City has disbursed to SMM for design
costs of the SMM Improvements .
331479.9 4 1
. , q l.e—�3�ce
<
:�
. .
ARTICLE VII
ENVIRONMENTAL MATTERS
Section 7 . 1 . Environmental.
(1) The Parties agree that any costs associated with
remediation and clean up of any Hazardous Substances on or in the
Development Area shall be paid as follows :
COSTS OF REMLDIATION OR CLEANQP PAID BY
(A) First $250, 000 City
* (B) Excess over $250, 000 up to $500, 000 City
(C) Excess over $500, 000 up to $625, 000 City
(D) Excess over $625, 000 up to $750, 000 SMM
(2) In the event the costs of clean up or remediation of
Hazardous Substances are the responsibility covered under clause
(1) (B) above, the City or SMM shall be paid or reimbursed for
such costs as follows :
(a) if any portion of such costs are paid or payable
by the City prior to the date the City transfers the City
Deposit to the Trustee for deposit in the City Construction
Account, the amount of such costs shall be deducted from the
City Deposit (as such term is defined in the Disbursing
Agreement) ;
(b) if any portion of such costs are paid or payable
by the City after the date the City transfers the City
Deposit to the City Construction Account, the City may
submit to the Trustee a Requisition Certificate in the form
attached as Exhibit B to the Disbursing Agreement for
payment or reimbursement of such costs from the City
Construction Account; or
(c) if such costs are paid or incurred by SDM�I after
commencement of construction of the SMM Improvements in
accordance with clause (4) below, SMM may submit a
Requisition Certificate in the form attached as Exhibit A to
the Disbursing Agreement to the Trustee for payment or
reimbursement of such costs from the City Construction
Account.
* This amount reduces the City Contribution as provided in
paragraph 2 of this Section 7 . 1 .
331479.9 4 2
, � ,, .
�1(�-1��t�e
,
(3) The City has completed a Phase I and Phase II
environmental assessment of a portion of the Leased Premises,
copies of which have been provided to SMM (the "Environmental
Reports") . The City shall proceed with all necessary actions to
undertake any necessary Hazardous Substance remediation or clean
up as indicated by the Environmental Reports as soon as
practicable and shall keep SMM advised of the progress and
estimated costs . The City shall not agree to any no action or no
association letter or leave any contaminants in place without the
consent of SMM (which consent shall not be unreasonably
withheld) , and the City shall use its best efforts to make SMM a
party to, or addressee of, any no action or no association
letters .
(4) During the construction of the SMM Improvements, SMM
shall undertake any remediation or clean up of Hazardous
Substances discovered on the Leased Premises in accordance with
the clean up plan approved or to be approved by the Minnesota
Pollution Control Agency. Notwithstanding that SMM is
undertaking this work, the cost sharing thereof shall be as set
forth in clause (1) above.
(5) In the event the City notifies SMM that the remediation
and clean up costs are estimated by an outside consultant
experienced in Hazardous Substance remediation to exceed
$750, 000, which notice shall be accompanied by the consultant ' s
written estimate, unless a mutually agreeable solution is reached
within 60 days, either of the Parties may, upon written notice to
331479.v 4 3
. � . � q(�� 13�
the other, terminate this Agreement in accordance with Section
6 . 10 .
331479.9 4 4
• . • � �(�-►3��
ARTICLE VIII
PROHIBITIONS AGAINST ASSIGNMENT AND
TRANSFER; USE; INDEMNIFICATION
Section 8 . 1 . Status of SMM; Transfer of Substantially All
Assets . SMM represents and agrees that during the term of the
Leases, SMM will maintain its existence as Minnesota nonprofit
corporation and that it will not dispose of all or substantially
all of its assets, except as otherwise provided in the Leases .
Section 8 .2 . Prohibition Against Transfer of Property and
Assignment of Agreement . SMM covenants and agrees that during
the term of the Leases, except (a) in the ordinary course of
business with respect to furniture, fixtures, equipment,
exhibits, or other personal property acquired in whole or in part
with the proceeds of the City Contribution or the State Grants,
or (b) leased or rented property or equipment other than property
leased pursuant to the Leases, or (c) by way of security for, and
only for, the purpose of obtaining financing necessary to enable
it or any successor in interest to perform its obligations with
respect to constructing the SMM Improvements under this
Agreement, and on the condition that all applicable terms and
conditions of the Leases are complied with, it has not made or
created and will not make or create or suffer to be made or
created any total or partial sale, assignment, conveyance, or
lease or any trust or power, or transfer in any other mode or
form of or with respect to its interest in or its rights under
this Agreement, the Leases, the Leased Premises, or the SMM
Improvements or any part thereof or any interest therein, or any
331479.9 4 5
. , . � • q(� -13�
contract or agreement to do any of the same, without the prior
written approval of the City.
Section 8 .3 . Restrictions on Use. The Parties agree that
the Leased Premises shall be used only for a science museum, a
parking ramp and related uses, as more specifically set forth in
the Leases .
Section 8 .4 . Release and Indemnification.
(a) To the fullest extent permitted by law, SMM shall,
and hereby does, indemnify, save, hold harmless, and defend
the City, and its officials, employees, representatives and
agents, but only when acting in their capacities as such
(collectively, the "Indemnified Party" or "Indemnified
Parties") , from and against all claims, costs (including
reasonable attorneys fees to the extent provided in clause
(e) below) liabilities, losses or damages suffered or
incurred by any of the Indemnified Parties arising from or
as a result of any loss, injury, death, or damage to persons
or property arising out of the use, possession, construction
of improvements, operation or maintenance of the Leased
Premises or any part thereof, whether such loss, injury,
death, or damage shall be caused by or in any way result
from or arise out of any act, omission, or negligence of the
Indemnified Parties .
(b) SMM hereby waives and releases all claims against
the Indemnified Parties for damages to any building and
improvements which are now on or hereafter placed or built
on the Leased Premises and to the property of SDM�I in, on, or
331479.9 4 6
� , • � ql�-13��e
about the Leased Premises . SMM also agrees that it will not
assert against the Indemnified Parties in any legal
proceeding any claim, cross-claim or third party claim for
which SMM is obligated under the provisions of Section
8 .4 (a) hereof to provide indemnification to the Indemnified
Parties .
(c) Notwithstanding the provisions of clauses (a) and
(b) above, the provisions of clause (a) and (b) above shall
not apply to claims, costs, liabilities, losses or damages
which are caused by the gross negligence or willful or
intentional misconduct of the Indemnified Parties . No
person or entity other than the Indemnified Parties shall be
deemed to have any benefit whatsoever from the agreements
contained in clauses (a) and (b) above, other than any
indirect benefit accruing as a result of their status as a
taxpayer or resident of the City, and shall not be deemed to
be a third party beneficiary of the agreements of SMM
contained in clauses (a) and (b) above.
(d) Nothing in this Article VIII shall be construed
to, and shall not, expand the City' s maximum liability over
the limits set forth in Minnesota Statutes, Chapter 466, as
amended from time to time, or any other or successor law
which has the effect of limiting the City' s liability.
(e) Promptly after receipt by an Indemnified Party of
notice of the commencement of any action for which SMM has
indemnified the Indemnified Parties hereunder, the
Indemnified Party will notify SMM in writing of the
337479.9 4 7
. . .. � q�,-�3�4
.
commencement thereof, and, subject to the provisions
hereinafter stated, SMM shall assume, at its expense, the
defense of such action (including the employment of counsel,
who shall be counsel reasonably satisfactory to the
Indemnified Party) insofar as such action shall relate to
a�y alleged liability for which SMM has indemnified the
Indemnified Parties hereunder. The Indemnified Party shall
have the right to employ separate counsel in any such action
and to participate in the defense thereof, but the fees and
expenses of such counsel shall not be at the expense of SMM
unless (i) the employment of such counsel has been
specifically authorized by SMM, or (ii) the named parties to
any such action (including any impleaded parties) include
more than one of the Indemnified Parties and a conflict of
interest among SMM and Indemnified Parties exists and, as a
result, SMM and the Indemnified Parties cannot adequately be
represented by the same counsel . In the case of such a
conflict of interest, SNIl�I shall not have the right to assume
the �defense of such action on behalf of such Indemnified
Party and the Indemnified Party shall have the right to
select separate counsel, at the expense of SMM, but subject
to the limitation set forth in the following sentence, to
assume such legal defense and to otherwise participate in
the defense of such action on behalf of the Indemnified
Party. In connection with any one such action or separate
but substantially arising out of the same general
allegations or circumstances, SNIl�! shall not be liable for
331479.9 4 8
• , .� � q(�—i 3�c�
the fees and expenses of more than one separate firm of
attorneys for all such Indemnified Parties, which firm shall
be reasonably acceptable to SMM and shall be designated in
writing by the Indemnified Parties . SMM shall not be liable
for any settlement of any such action effected without its
written consent . If such action is settled with the written
consent of SMM, or if there be a final judgment for the
plaintiff in any such action, with or without the consent of
SMM, SDM�! agrees to indemnify and hold harmless any
Indemnified Party from and against any loss or liability by
reason of such settlement or judgment, but only to the
extent provided in clause (a) above. This indemnity
includes reimbursement for expenses reasonably incurred by
any of the Indemnified Parties in investigating the claim
and in defending it if SDM�I declines to assume the defense.
331479.9 4 9
. .� q�_�3�
. �
ARTICLE IX
EVENTS OF DEFAULT
Section 9 .1 . Events of Default.
(1) The occurrence of any of the following shall be a
"Default" under this Agreement :
(a) Failure of SMM to observe, perform or comply with
any provision, term, covenant, condition, obligation,
warranty or agreement on its part to be observed or
performed or complied with by SNIM under this Agreement; or
(b) The occurrence of a Default under either of the
Leases, provided that a Default under the Ramp Lease shall
not constitute a Default hereunder if the defaulting party
under the Ramp Lease is not SMM;
(c) Subject to State and federal laws relating to
bankruptcy, SDM�I shall
(A) file any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the
United States Bankruptcy Act of 1978, as amended or
under any similar federal or state law; or
(B) make an assignment for the benefit of its
creditors; or
(C) become insolvent or be adjudicated a
bankrupt; or if a petition or answer proposing the
adjudication of SMM, as a bankrupt or its reorgani-
zation under any present or future federal bankruptcy
act or any similar federal or state law shall be filed
337479.9 5 0
. . .? � q�e-�3�C�
in any court and such petition or answer shall not be
discharged or denied within ninety (90) days after the
filing thereof; or a receiver, trustee or liquidator of
SMM, or of the Project, or any part thereof, shall be
appointed in any proceeding brought against SMM, and
shall not be discharged within ninety (90) days after
such appointment, or if SMM shall consent to or
acquiesce in such appointment; or
(d) The occurrence of an Event of Default under the
Loan Agreement dated July 29, 1996 between Lessor and
� Lessee.
Section 9 .2 Notice of Default .
(1) Except with respect to a Default specified in
subsection 9 .1 (c) , for which there shall be no cure period, no
Default shall be an Event of Default until and unless the City
has given SDM�I written notice of the Default and SMM has failed to
cure such Default after receipt of such written notice within the
time period specified in paragraph (2) below or, if applicable in
paragraph (3) below.
(2) For those Defaults which are Defaults under the Leases,
regardless of whether they are also described in Section 9 . 1
hereof, the notice and cure period shall be as specified in the
Leases, and for all other Defaults under this Agreement, the
notice and cure period shall be sixty (60) days prior to the
issuance of a C.O. and ninety (90) days after the issuance of the
C.O.
331479.9 5 1
, � ,` . q(�-t 3-Ke
(3) Notwithstanding the provisions of paragraph (2) above,
(a) in the event that a Default occurs prior to the issuance of
the C.O. and cannot be cured within the cure period provided in
paragraph (2) above, and in the event that SDM�I has commenced the
action necessary to cure the Default during the applicable cure
period provided in paragraph (2) above, then SMM shall
automatically have an additional cure period not to exceed thirty
(30) days, without the written consent of the City, on the
condition that SMM diligently pursues the cure during said
additional thirty (30) day period; and (b) in the event that a
Default occurs after the issuance of the C.O. and cannot be cured
within the cure period provided in paragraph (2) above, and in
the event that SMM has commenced the action necessary to cure the
Default during the applicable cure period provided in paragraph
(2) above, then SMM shall automatically have an additional cure
period not to exceed thirty (30) days, provided that such
additional cure period may be greater than 30 days, but only with
the written consent of the City, which consent shall not be
unreasonably withheld or delayed.
(3) Notwithstanding the provisions of paragraph (2) above,
in no event shall any extension of a cure period be greater than
the cure period available under the Grant Agreements if the
Default by SMM hereunder also causes a default or event of
default by the City under the Grant Agreements .
Section 9 .3 Default and Termination.
(a) Prior to the issuance of the C.O. upon the
occurrence and during the continuance of an Event of Default
331479.9 5 2
� , . ' ` c�- t3�(�
under this Agreement, but subject to any contrary provision
in the Ramp Lease, the City, in addition to the other rights
or remedies it may have, shall have the immediate right to
terminate this Agreement and the Leases by delivery of
written notice of termination which notice shall be executed
by the Mayor of the City.
(b) After the issuance of the C.O. , upon the
occurrence and during the continuance of an Event of Default
under this Agreement, but subject to any contrary provision
in the Ramp Lease, and subject to the provisions of Section
9 .5 hereof, the City, in addition to the other rights or
remedies it may have, shall have the immediate right to
terminate this Agreement .
Section 9 .4 Additional Remedies. Notwithstanding
anything in this or any other agreement to the contrary, upon the
occurrence, and during the continuance of a Default, in addition
to the remedies in Section 9 .3 and this Section 9 .4, the City may
immediately refrain from making any payments from the City
Construction Account and the State Grant Account as those terms
are defined in the Disbursing Agreement. In addition, subject to
anything to the contrary in the Ramp Lease, upon the occurrence
and during the continuance of an Event of Default under this
Agreement, the City may, (a) in addition to the remedies in
Section 9 .3 and this Section, exert any remedies it may have in
law or equity, and (b) if the State issues a demand, commences an
action, actually receives payment from the City, or exercises any
other remedies against the City pursuant to the terms of the
331479.9 5 3
, , . .
. �[(�-�3�
Grant Agreements, then the City may also similarly demand,
commence an action, exercises any other remedies against, and be
immediately entitled to receive from SMM, or do to SMM that which
the State does to the City on the condition that such demand,
action, payment or other action by the State against the City is
caused by a Default by SMM under this Agreement or the Leases .
Section 9 .5 Special Termination Procedure. After the
issuance of a C.O. , the City agrees that it will not exercise the
remedy of termination of this Agreement or the Leases provided in
Section 9 .3 hereof on the condition that SMM does each of the
following:
a) Within ninety (90) days of the occurrence of a Default
SMM shall retain, at its sole expense, an independent
consultant reasonably acceptable to the City
(hereinafter the "Consultant") ;
b) Within sixty (60) days of the retention of the
Consultant SMM shall have delivered to the City a
written report of the Consultant analyzing its
operations at the Leased Premises (the "Consultants
Report") ;
c) Within fifteen (15) days of the delivery of the
Consultants Report SMM shall have met with the City to
discuss the findings and recommendations of the
Consultants Report;
provided, however, that in the event that SMM has not retained
the Consultant, delivered the Consultants Report, or met with
City, within each of the required time periods, then the City
331479.9 5 4
, . �• � 9(c-t314
shall have the right to proceed to exercise the remedy of
termination of this Agreement and the Leases without regard to
the succeeding provisions of this Section 9 .5 .
If at any time during the process set forth above, the
Default has been cured, SMM shall not be required to proceed with
the remaining portion of the process set forth in clauses (a) ,
(b) and (c) above.
In the event that SMM has retained the Consultant, delivered
the Consultants Report and met with the City as required
hereinabove, the City further agrees that it will not exercise
the remedy of termination of this Agreement and the Leases unless
and until (i) the City Council has considered a resolution at
which meeting representatives of SMM shall have the right to be
heard; (ii) the City Council has adopted a resolution authorizing
the termination of the Development Agreement and the Leases, and
(iii) SMM has failed to cure the Event of Default within thirty
(30) days of the adoption of such resolution.
SNIl�! acknowledges and agrees that : a) the City is not
required to accept or adopt all or any portion of any
recommendations in the Consultants Report; and b) in the event
that the City determines, in its sole discretion, to accept any
of the recommendations in the Consultants Report, the acceptance
of which requires an amendment to this Development Agreement or
the Leases, or a waiver of the Default or Event of Default, the
City shall have the right, as a condition to agreeing to any such
amendment or waiver, to impose any conditions City deems
appropriate, in its sole discretion.
331479.9 5 5
• � y• � q(�- i3�4
�
Section 9 . 6 City' s Right to Perform.
(1) In addition to the rights and remedies set forth in
this Article IX, in the event that an Event of Default by SMM
shall have occurred and be continuing, the City may at the City' s
option but without any obligation, take any action to perform the
obligations of SNIl�I which gave rise to the Event of Default or
with respect to which SMM is otherwise in Default under this
Agreement, and the City shall not be liable, or be held liable or
in any way be responsible for any loss, inconvenience, annoyance,
or damage resulting to the SMM on account thereof, other than for
the City' s gross negligence or willful or intentional misconduct .
SPM�I shall repay to the City on demand the entire expense of the
City' s performance, together with interest at the rate of ten
percent per annum accruing from the date of any disbursement .
(2) The City shall be permitted to enter the Leased
Premises while exercising any right given to it by the terms of
this section. Any act or thing done by the City pursuant to the
provisions of this section shall not be or be construed to be a
waiver of any such Default or Event of Default by the City, or as
a waiver of any covenant, term, or condition herein contained or
the performance thereof, or of any other right or remedy of the
City, hereunder or otherwise.
Section 9 . 7 City Defaults and SMM Remedies .
(1) In the event that City (a) fails to observe, perform or
comply with any provision, term, condition, covenant, agreement
or warranty required to be observed, performed or complied with
by the City under this Agreement or the Leases, or (b) fails to
331479.9 • 5 6
. � �• q�-�3��
observe, perform or comply with any obligation, provision, term,
covenant, condition, or agreement to be observed, performed or
complied with by the City under the Grant Agreements or the State
Disbursing Agreement, unless the City' s failure is the result of
a Default by SMM under this Agreement or either of the Leases,
then a City Default shall be deemed to exist under this
Agreement . If (x) the City fails to cure such City Default
within sixty (60) days after the receipt of written notice of the
City Default from SMM, or (y) if a City Event of Default occurs
under Sections 3 . 1 (2) , 3 .3 (3) , 3 .4 or 3 . 7 hereof, then a City
Event of Default shall exist under this Agreement . Upon the
occurrence and during the continuance of a City Event of Default,
SMM may exercise any of the following remedies :
(a) subject to Section 9 . 8 hereof, terminate this
Agreement and the Leases by delivery of written notice to
City;
(b) subject to Sections 3 . 1 (2) and 10 . 13 hereof,
commence an action at law to recover the damages incurred by
SNIl�! and caused by the City Event of Default; or
(c) commence an action in equity to compel the
performance by City of those actions or inactions which
serve as the basis of the City Event of Default; and
(d) exercise any other right or remedy it may have at
law, in equity or under this Agreement or the Leases .
Section 9 . 8 . Preconditions to Termination of Agreement by
SMM. In the event that SMM intends to terminate this Agreement
pursuant to Section 9 .7 hereof, it shall not terminate this
331479.9 5 7
� � . •� � q�-�3��
Agreement unless and until (a) a resolution authorizing
termination of this Agreement has been adopted by the governing
body of SMM, (b) written notice of the adoption of such
resolution and a copy thereof has been sent to the City, and (c)
the City has failed to cure the Event of Default within 30 days
after the giving of such notice.
Section 9 .9 . Effect of Delav. No delay or omission by
either party to exercise any right or power accruing upon any
default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power
may be exercised from time to time and as often as may be deemed
expedient .
Section 9 . 10 . No Implied Waiver. In the event any
agreement contained in this Agreement should be breached by
either party and thereafter waived by the other party, such
waiver shall be limited to the particular breach so waived and
shall not be deemed to waive any other concurrent, previous or
subsequent breach hereunder.
Section 9 .11 . No Remedy Exclusive. No remedy herein
conferred upon or reserved to the Parties is intended to be
exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or hereafter
existing at law or in equity or by statute. No delay or omission
to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a
337479.9 5 8
r .' .
� � g(�-}3`t
waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient .
331479.9 5 9
, ,. . ��- i3�C�
ARTICLE X
MISCELLANEOUS
Section 10 . 1 . Conflicts of Interest . No member of the
governing body or official of the City shall have any financial
interest, direct or indirect, in this Agreement, the Leased
Premises, the SMM Improvements, or any contract, agreement or
other transaction contemplated to occur or be undertaken
thereunder or with respect thereto, nor shall any such member of
the governing body or other official participate in any decision
relating to this Agreement which affects his or her personal
interests or the interests of any corporation, partnership or
association in which he or she is directly or indirectly
interested. No member, official, employee or trustee of the City
or SMM, as the case may be, shall be personally liable in the
event of any default or breach by the City or SMM of any of their
respective obligations under the terms of this Agreement .
Section 10 .2 . Titles of Articles and Sections . Any titles
of the several parts, articles and sections of the Agreement are
inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions .
Section 10 .3 . Notices arid Demands . Except as otherwise
expressly provided in this Agreement, a notice, demand or other
communication under this Agreement by either party to the other
shall be sufficiently given when it is dispatched by registered
or certified mail, postage prepaid, return receipt requested, and
331479.9 6 0
' . . � G(�,� �3�ce
(a) in the case of SNIl�I, until the Museum is completed
and occupied by SMM, as evidenced by a letter from SNIl�! to
the City is addressed to:
30 East Tenth Street
St . Paul, Minnesota 55101
Attn: President
and thereafter to the address of the Museum as set forth in a
letter to the City from SMM, to the attention of its President .
(b) in the case of the City, is addressed to the City
at.
1300 City Hall Annex
25 West Fourth Street
Saint Paul, Minnesota 55102
Attn: Director, Planning and
Economic Development
or at such other address with respect to any such party as that
party may, from time to time, designate in writing and forward to
the other, as provided in this Section. Notice by mail shall be
deemed received two (2) days after mailing.
Section 10 .4 . Counterparts . This Agreement may be executed
in any number of counterparts, each of which shall constitute one
and the same instrument.
Section 10 .5 . Law Governina. This Agreement will be
governed and construed in accordance with the laws of the State.
Section 10 . 6 . Legal Opinions and Delivery of Documents .
Upon execution of this Agreement, each party shall, upon request
of the other party, supply the other party with an opinion of its
legal counsel to the effect that this Agreement has been duly
authorized and executed by, and is valid and binding upon, such
party, and enforceable against such party in accordance with its
331479.9 6 1
, ,. . Cj(�- �'3��
� '
terms . In addition, upon execution and delivery of this
Agreement there shall also be delivered to each of the Parties to
this Agreement the following documents:
(1) Executed copies of the Disbursing Agreement,
(2) First Source Employment Participation Agreement
executed by SMM in substantially the form attached hereto as
Exhibit H.
Section 10 . 7 . Representatives . Except as otherwise
provided herein, all approvals and other actions required of,
granted or taken by the City shall be effective upon action by
the City Representative, or his or her designee. All actions
required of or taken by SMM shall be effective upon action by a
duly authorized officer of SMM.
Section 10 . 8 . Term. The term of this Agreement shall be
from the day and year first above written until the earlier of
the (a) date this Agreement is terminated pursuant to Section 9 .3
hereof, (b) the date the Parties terminate this Agreement in
accordance with the provisions of Section 6 . 10 hereof, or (c) the
date both of the Leases expire or are terminated in accordance
with their terms .
Section 10 . 9 . Survivorship of Obligations . The covenants
and agreements of SMM in Sections 6 . 11 and 8 .4 hereof shall
survive the expiration or termination of this Agreement .
Section 10 . 10 . Effect of Covenants, Etc. All covenants,
stipulations, promises, agreements, and obligations of the City
contained herein shall be deemed to be the covenants,
stipulations, promises, agreements and obligations of the City
331479.9 6 2
. ,. . q�- ����
� �
and not of any governing body member, officer, agent, servant or
employee of the City in the individual capacity thereof .
All covenants, stipulations, promises, agreements, and
obligations of the SMM contained herein shall be deemed to be the
covenants, stipulations, promises, agreements and obligations of
the SMM and not of any governing body member, officer, agent,
servant or employee of the SNIN! in the individual capacity
thereof .
Section 10 . 11. Superseding Effect . This Agreement
supersedes, in its entirety, the Memorandum of Understanding
between the City and SMM dated July 12, 1995 .
Section 10 . 12 . Best Efforts . Notwithstanding that this
Agreement sets forth dates by which the Parties hereto are
required to perform certain of their obligations hereunder, the
Parties agree to use all reasonable efforts to perform their
obligations at the earliest feasible date.
Section 10 .13 . Waiver of Certain Damages . IN CONSIDER.ATION
OF THE CITY AND S� MARING T813 COb�ITMENTS SfiT FORTS IN TIiIS
AGREEMENT, Sb� AND T8E CITY HEREBY WAIVE AND FOREVF:R GIVS IIP ANY
RIGHT TO CLAIM OR RECOVER DAMAGES FOR LOST INCOME OR LOST PROFITS
AS A RESIILT OF ANY BREACH OF THIS AGREEMEI�TT OR ANY AGREEMENT
REFERRED TO HEREIN WSICIi ARISE OIIT OF AN EVENT OCCURRING PRIOR TO
T8]3 OPENING OF TI3E MIISEUM TO T8E PUBLIC TVEN IF SIICIi OPENING IS
DELAYRD AS A RESIILT OF ANY SUCH BREACH. TI3E AGREEMENTS AND
WAIVERS SET FORTB HEREIN SHALL SIIRVIVE THE CONSLTD�ATION OF THL
TR�+�I�TSACTIONS DESCRIBED IN THIS AGREEMENT AND/OR THl3 TERbiINATION
OF THIS AGREEMENT.
331479.9 6 3
, , .x • I 3�1.e
. q ce�
IN WITNESS WHEREOF, the City has caused this Agreement to be
duly executed in its name and on its behalf, and SMM has caused
this Agreement to be duly executed in its name and on its behalf,
all on or as of the date first above written.
Approved as to form: CITY OF SAINT PAUL
By
Its Mayor
Assistant City Attorney
By
Its Clerk
By
Its Director of Planning and
Economic Development
By
Its Directar, Department of
Finance and Management
Services
Signature page for the Development Agreement dated as of
, 1996 between the City of Saint Paul, Minnesota and The
Science Museum of Minnesota.
337479.9 6 4
•� . �� � a�-�3�4
THE SCIENCE MUSEUM OF MINNESOTA
By
Its
By
Its
Signature page for the Development Agreement dated as of
, 1996 between the City of Saint Paul, Minnesota and
The Science Museum of Minnesota.
331479.9 6 5
�,. ►h � ��_ �3��p
STATE OF MINNESOTA )
) . ss
COUNTY OF R.AMSEY )
The foregoing instrument was acknowledged before me this
day of , 1996, by ,
, the Clerk, and
the Mayor, the Director of Planning and
Economic Development and the Director, Department of Finance and
Management Services, respectively, of the City of Saint Paul,
Minnesota, a municipal corporation organized and existing under
the Constitution and laws of the State of Minnesota, on behalf of
said City.
Notary Public
331479.9 6 6
v Y. .�'" `�� 1��C
STATE OF MINNESOTA )
) . ss
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this
day of , 1996, by , the
and , the
of The Science Museum of Minnesota, a Minnesota non-profit
corporation, on behalf of said corporation.
Notary Public
331479.9 6 7
,�:_�
� .
y • 9i�—�3—�c� �.��
* `Y (9��i���
t
Draft Dated November 4, 1996
L E A S E
(Museum)
THIS LEASE is entered into this day of ,
1997, between the CITY OF SAINT PAUL, MINNESOTA, a Minnesota
municipal corporation (the "Lessor" or "City") , and THE SCIENCE
MUSEUM OF MINNESOTA, a Minnesota non-profit corporation (the
��Lessee") .
1. PURPOSE. The Lessor believes that it serves the public
interest of the City to promote and provide for facilities for
recreation, public educational and cultural activities in the
City. The Lessor believes that a science museum furthers that
public purpose, and that a science museum in the City is an
important recreational, educational and cultural activity for
families and children from throughout the State of Minnesota,
which is a governmental program authorized by Laws of Minnesota,
1994, Chapter 643, Section 81, and established by official action
of the City of St . Paul by Council Resolution File No. 95-
(the "Governmental Program��) . This Lease is being entered into
in accordance with that certain Development Agreement between
Lessor and Lessee dated , 1996 (the "Development
Agreement") the provisions of Minnesota Statutes, Sections
471 . 191 and 16A. 695 and rules, regulations and orders issued
pursuant thereto in order to carry out this public purpose and it
is the custom of the parties that the Lessee shall implement the
goals of the Lessor in serving the public purpose as herein
provided. All capitalized terms that are not defined herein
shall have the meaning ascribed to those terms in the Development
Agreement, or to the extent provided in Section 3 hereof, the
Grant Agreements .
2 . DEMISE AND DESCRIPTION OF PREMISES . In consideration
of the rents, mutual promises, and covenants contained herein,
the Lessor hereby leases to the Lessee, and the Lessee hereby
leases from the Lessor, those certain parcels of real property
legally described on Exhibit A attached hereto (the "Premises") ,
together with all improvements on the Premises, all located in
the City of Saint Paul, Minnesota. The Premises are leased to
Lessee on an AS-IS basis and Lessee acknowledges that Lessor has
made no representations or warranties as to the condition,
quality, buildability or suitability for development of the
Premises . Lessee acknowledges that Parcel has been leased by
Lessor to [Plastics] ("Plastics") until August 15, 1998 and that
Lessee will not have access to that parcel until August 15, 1998,
or, if earlier, when Plastics vacates said property. Lessor
agrees to give Lessee exclusive possession of said parcel on or
before such date and agrees that subject to the provisions of
330079.7
, . ��� i �-��
Y t
Section 3 . 1 (2) of the Development Agreement, to demolish and
clear said parcel by such date. Lessor' s failure to comply with
the preceding sentence shall constitute an Event of Default under
this Lease and the Development Agreement and Lessor shall not be
entitled to any notice or cure period under this Lease and the
Development Agreement .
Lessor acknowledges that Lessee intends to lease from Lessor
by separate lease (the "Ramp Lease") entered into simultaneously
with this Lease certain real property adjacent to the Premises
(the "Ramp Parcel") on which Lessee intends to construct a
parking ramp containing at least 700 spaces (the "Ramp") which
will be immediately east of the existing Civic Center parking
ramp.
In the event that Lessee desires to place a mortgage against
its interest in the Ramp, Lessee agrees to be responsible for
Lessor' s cost of preparing, and agrees to join in and be bound
by, a declaration of easements (the "City Declaration��) to be
recorded against both the Ramp Parcel and the Premises prior to
placement of the Mortgage creating reciprocal easements for
access, repair, maintenance, utilities, support, ingress and
egress, and such other matters reasonably determined by Lessor to
be necessary or appropriate and reasonably acceptable to Lessee
and the Ramp Mortgagee; and which declaration shall also allocate
responsibility for repair and replacement of common areas, party
walls and other joint, contiguous or overlapping structural or
operational areas . Additionally, Lessee will expressly assume
and agree to be bound by and to perform all obligations of the
owner of the Premises which are set forth in the City
Declaration. Lessee also acknowledges that the Premises will be
subject to the Declaration described in Section 3 hereof, and
acknowledges that its rights in the Premises are subject thereto.
3 . GRANT AGREEMENT. The Lessor and the Lessee acknowledge
that a portion of the costs of design and construction of the
improvements on the Premises will be funded through the proceeds
of two state grants in the amounts of $1, 000, 000 and $30, 000, 000
from the State of Minnesota acting by and through its Department
of Administration (the '�State") made to the Lessor pursuant to
the terms of a Pre-Design Grant Agreement and a Construction
Grant Agreement (the "Grant Agreements") , copies of which are
attached hereto as Exhibits B-i and B-2 . The following
capitalized terms : "Finance Commissioner, " "G.O. Bonds, " "G.O.
Compliance Legislation, " ��Declaration, " "Commissioner' s Order, "
"Governmental Program" and "Grants" shall have the meanings
assigned thereto in the Grant Agreements. Lessor agrees to
comply with all terms and conditions of the Grant Agreements
(unless Lessor' s failure to comply is the result of Lessee' s
failure to comply with the terms and conditions of this Lease or
330079.7 2
r • ��- �3�Y'
y �
the Development Agreement) and Lessee agrees to cooperate fully
to assist Lessor in so complying. Lessor and Lessee further
agree that in the event that Lessor fails to comply with any
provision in the Grant Agreements then, if Lessor fails to take
such action within sixty (60) days of Lessor' s receipt of
Lessee' s written demand or the State' s notice of default, Lessee
shall have the right to take such action and to charge Lessor for
the actual cost incurred by Lessee in taking such action together
with interest at the rate of ten percent (10%) per annum accruing
from the date of any disbursement .
4 . TERM AND OPTIONS TO RENEW. The initial term of this
Lease shall be for twenty (20) years, commencing on the date of
this Agreement and ending , unless sooner
terminated as hereinafter provided. Notwithstanding the
foregoing sentence, in the event that Lessee completes
construction of the Museum and the Ramp as required by the Lease
and the Development Agreement, then Lessor and Lessee agree,
promptly after substantial completion of the SMM Improvements, to
amend this Lease to increase the ending date of the initial term
to that date which is thirty (30) years from the date of this
Lease. This term is acknowledged to be substantially less than
the useful life of the improvements to be constructed on the
Premises . As used herein the expression "term" refers to such
initial term and to any renewal thereof as hereinafter provided.
Lessee acknowledges that, prior to said completion of the Museum
and the Ramp, the term of this Lease is less than the term which
gives Lessee the right of redemption after lease termination
provided in Subdivision 2 of Minn. Stat. § 504 .02 .
The Lessor grants to the Lessee, subject to the conditions
set forth below, the right and option to renew this Lease for
four successive periods of twenty (20) years each, subject to and
on all of the terms and conditions contained herein, including
but not limited to, the condition that Lessee is complying with
Lessor' s purpose as set forth in Section 1 above. These options
shall be exercised by the Lessee by a written notice of intent to
renew by the Lessee in the year prior to each renewal year. In
no event shall the Lessee be entitled to renew the term hereof,
or any renewal term, even though such notice is timely given, (a)
if either (i) the Lease has been terminated, or (ii) an Event of
Default has occurred and is continuing as of the date of the
expiration of the initial term hereof, or the then applicable
renewal term, and (b) unless Lessor shall determine by official
action that such renewal continues to carry out the Lessee' s
Governmental Program. Lessee' s right to exercise the second and
subsequent renewal terms is further conditioned upon Lessee
having properly exercised the next previous renewal term.
330079.7 3
r . `��-i3��
,
.
Notwithstanding any other provision of this Section 4 to the
contrary, Lessee shall not have the right to exercise any of the
renewal rights set forth herein unless the Ramp Lease has
simultaneously been renewed by the Lessee; provided that this
provision shall not apply if the Lessee is no longer in
possession of the Ramp under the Ramp Lease.
4 .A. STATUTORY TERMINATION. Notwithstanding any other
provisions of this Lease to the contrary, if the Governmental
Program is terminated or changed in such a manner as to cause
this Lease and the operation of the Museum to be inconsistent
with the changed Government Program, this Lease may, at the
option of Lessor, be terminated by 480 days written notice to
Lessee, provided however that Lessor agrees that it will not
terminate or change the Governmental Program unless required to
do so by applicable State law. Any termination must be approved
by the Lessors City Cou�cil, and provided further that any
termination pursuant to this Section 4 .A will be deemed
automatically rescinded and of no force or effect if within said
480 day period the State law requiring the Governmental Program
to be terminated or changed is repealed or modified in such a
manner as to permit the Governmental Program to continue in a
form that does not cause this lease and operation of the Museum
on the Premises to be inconsistent therewith. The parties agree
to cooperate in good faith to attempt to obtain State legislation
that permits the Governmental Program and this Lease to continue.
5 . RENT. No rent is required to be paid to the Lessor by
the Lessee for the initial term and any renewal term provided,
however, that anything else contained herein or elsewhere
notwithstanding, it is the intention of the parties that this
Lease is a complete "net" lease and that all costs and expenses,
of any nature or kind whatsoever, attributable to the Premises or
Lessee' s use thereof during the term hereof, or any renewal term,
shall be the sole responsibility of the Lessee, and the Lessor
shall not have any liability therefor, provided that damage to
persons or property shall be governed by Section 22 hereof .
6 . PAYMENT OF ASSESSMENTS .
a. Taxes as Additional Rental. As "Additional Rent"
hereunder, the Lessee shall pay and discharge as they become
due, promptly and before delinquency, all real estate taxes,
assessments, rates, charges, license fees, municipal liens,
levies, excises, or imposts, whether general or special or
ordinary or extraordinary, of every name, nature, and kind
whatsoever, including all governmental charges of whatsoever
name, nature, and kind which shall be levied, assessed,
charged, or imposed or which may become a lien or charge on
or against the Premises or any part thereof, the leasehold
330079.7 4
� . . ��—i3�c�
, �
of the Lessee herein, any building or buildings, or any
other improvements now or hereafter thereon or on or against
the Lessee' s estate hereby created which may be a subject of
taxation, during the entire term hereof, including any
renewal term, excepting only those taxes hereinafter
specifically excepted in subsection c.
b. Assessments Affecting Improvements . Specifically,
but without any way limiting the generality of the require-
ments of subsection a. , the Lessee shall pay all special
assessments and levies or charges made by any municipal or
political subdivision for local improvements and may pay
them in cash as they shall fall due and before they shall
become delinquent, or in installments each year as assessed
by any such municipal or political subdivision. If, by
making any such election to pay in installments, any such
installments shall be payable after the termination of this
Lease or any extended term thereof, such unpaid installments
shall be prorated as of the date of termination, and amounts
payable after such date shall be paid by the Lessor. All of
the taxes and charges under this section shall be prorated
at the commencement and expiration of the term hereof .
c. Taxes Excepted. Anything in this section to the
contrary notwithstanding, the Lessee shall not be required
to pay any estate, gift, inheritance, succession, franchise,
income, or excess profits taxes which may be payable by the
Lessor or by the Lessor' s legal representatives, successors,
or assigns, nor shall the Lessee be required to pay any tax
that might become due on account of ownership of property
other than the Premises which may become a lien on the
Premises or collectible out of the Premises .
d. Contesting Taxes . If the Lessee shall in good
faith desire to contest the validity or amount of any tax,
assessment, levy, or other governmental charge herein agreed
to be paid by the Lessee, the Lessee shall be permitted to
do so and to defer payment of such tax or charge, the
validity or amount of which the Lessee is so contesting,
until final determination of the consent, on giving to the
Lessor written notice thereof prior to the commencement of
any such contest, provided, however, that Lessee shall be
absolutely obligated to pay such tax or charge no later than
30 days before such unpaid tax or charge will result in a
forfeiture of the Premises or any part thereof . If Lessee
does undertake any such contest it shall diligently pursue
such contest to completion.
330079.7 5
L � �c�:— i���
� �
e. Disposition of Rebates. All rebates on account of
any such taxes, rates, levies, charges, or assessments
required to be paid and paid by the Lessee under the
provisions hereof shall belong to the Lessee, and the Lessor
will on the request of Lessee execute any receipts, assign-
ments, or other acquittances that may be necessary on the
Premises in order to secure rebates that may be received by
the Lessor.
f . Lessor' s Right to Pay Taxes on Behalf of Lessee.
In the event the Lessee shall fail to comply with the
preceding terms of this section, the Lessor may, but shall
not be obligated to, pay any such taxes or assessments and
charge it, plus interest on such amount at a rate of 10%
from the date paid by Lessor, as Rent immediately due and
payable.
g. Receipts . The Lessee shall at the request of
Lessor obtain and deliver to the Lessor receipts or
duplicate receipts for all taxes, assessments, and other
items required hereunder to be paid by the Lessee, promptly
on payment thereof .
h. Acknowledgement . Lessee acknowledges that Lessor
has made no representations or warranties of any kind with
respect to the amount of any real estate taxes, special
assessments or other charges which may be levied against the
Premises throughout the initial term, or any renewal term,
of this Lease. Lessor agrees to cooperate with Lessee in
the taking of any reasonable action determined by Lessee to
be necessary to obtain or maintain tax exempt status for
Lessee' s use of the Premises provided, however, that Lessee
shall be responsible for all actual out of pocket costs and
expenses incurred by Lessor in connection with such
cooperation.
7 . PAYMENT OF UTILITIES . As Additional Rent, the Lessee
shall fully and promptly pay for all water, gas, heat, light,
power, telecommunications and all other utilities of every kind
furnished to the Premises throughout the term hereof, and the
Lessor shall have no responsibility of any kind for any thereof .
8 . REPORTING AND PROGR.AM OVERSIGHT.
a. During construction of the SMM Improvements,
Lessee shall promptly submit to Lessor, upon written
request, such documentation, information and reports as are
needed by Lessor to fulfill its reporting requirements under
the Grant Agreements .
330079.7 6
! � `�c.e - �3�c�
t
i
b. (1) On or before November 1 of each year,
commencing on the November 1 first following the
Completion Date, Lessee shall submit to Lessor a
written report consisting of the following documents
and information (the "Annual Report") :
A) A Certification by the Lessee that the
SMM Improvements have been used for a science
museum and related and ancillary activities for
the last fiscal year of the Lessee.
B) The Annual Audited Financial Statement
of the Lessee for preceding fiscal year of the
Lessee and a summary of major improvements or .
repairs to the SMM Improvements .
C) A report and evaluation of major
programming activities at the SMM Improvements
from the preceding fiscal year.
D) Lessee' s annual budget for the SMM
Improvements including revenues and expenses and
major improvements or repairs to the SMM
Improvements for the next fiscal year.
E) The Lessee' s cashflow for funding
operations of the SNIl�I Improvements for the next
three years .
(2) The Lessee agrees to meet with the Lessor
during the months of November in each year after
submission of the Annual Report to discuss its
contents .
(3) The Lessor, through the Director of Planning
and Economic Development or his or her successor or
designee, shall approve or disapprove the initial plan
and budget and the Annual Report of the Lessee based
upon Lessor' s findings as to whether the Lessee is
carrying out the Governmental Program.
9 .A. LESSEE REPRESENTATIONS, WARRANTIES AND COVENANTS .
Lessee covenants with and warrants and represents to Lessor as
follows:
a. It has legal authority to enter into, execute, and
deliver this Lease, and that it has taken all corporate and
other actions necessary and incident to its execution and
delivery of such documents.
330079.7 7
, , �(.e-l 3�(�
. �
b. It will comply with the Declaration and all of the
terms, conditions, covenants, requirements, and/or
warranties in this Agreement, at all times during the term
hereof .
c. It will cooperate fully with Lessor to assist
Lessor in complying with any of the terms, conditions,
covenants, requirements and/or warranties in the Grant
Agreements, the G.O. Compliance Legislation, and the
Commissioner' s Order.
d. It has made no material false statement, or
material misstatement of fact, in connection with its
receipt of this Lease, and all of the information previously
submitted to Lessor and the State, or to be submitted to the
Lessor or the State in the future, relating to this Lease or
the Grant given to the Lessor or the disbursement of any of
the proceeds of the Lease or Grant, is and will be true,
complete and correct by Lessee in all material respects .
e. The execution and delivery of this Lease by Lessee
will not constitute a violation of any provisions of its
Articles of Incorporation or By-Laws, or of the laws of the
State of Minnesota, and there are no actions, suits, or
proceedings pending, or to its knowledge threatened, before
or by any judicial body or governmental authority against or
affecting it relating to the Premises, and it is not in
default with respect to any order, writ, injunction, decree,
or demand of any court or any governmental authority which
would impair its ability to enter into this Lease, or to
perform any of the acts required of it in this Lease.
f . Neither the execution or delivery of this Lease,
nor compliance with any of the terms, conditions,
requirements, or provisions contained herein, is prevented
by, is a breach of, or will result in a breach of any term,
condition, or provision of any agreement or document to
which it is now a party, or by which it, or any of its
properties, is bound.
g. Subject to Unavoidable Delays (as defined in the
Development Agreement) , and the conditions precedent set
forth in Section 4 . 10 of the Development Agreement which are
specifically incorporated herein by reference, by no later
than the Completion Date the improvements on the Premises
will be substantially constructed in such a manner as will
allow the Premises to be operated in the manner specified in
Section 1 of the Lease.
330079.7 8
� � `��.- �3��
� �
h. The Premises and the contemplated use thereof will
not violate in any material respect any applicable zoning or
use statute, ordinance, building code, rule or regulation,
or any covenant or agreement of record, relating to the
Premises .
i. The construction of the improvements on the
Premises will be performed in material compliance with all
applicable laws, statutes, rules, ordinances, and
regulations, including but not limited to building code,
disability, access, zoning, air quality, pollution control,
recyclable materials, and prevailing wage requirements as
issued by any federal, state, or local political
subdivisions having jurisdiction over the Premises .
j . Al1 applicable licenses, permits, and bonds
required for the construction of the Improvements on the
Premises shall be obtained.
k. It shall furnish satisfactory evidence regarding
the representations, warranties and covenants contained
herein as may be required by Lessor or the State and
requested in writing from time to time.
1 . It shall not take any actions inconsistent with
this Lease.
9 .B. LESSOR REPRESENTATIONS. WARRANTIES AND COVENANTS .
Lessor covenants with and warrants and represents to Lessee as
follows :
a. It has legal authority to enter into, execute, and
deliver this Lease, and that it has taken all official and
other actions necessary and incident to its execution and
delivery of such documents .
b. It will comply with all of the terms, conditions,
covenants, requirements, and/or warranties in this Agreement
applicable to Lessor, at all times during the term hereof .
c. It will comply with all of the terms, conditions,
covenants, requirements and/or warranties in the Grant
Agreements, the G.O. Compliance Legislation, and the
Commissioner� s Order subject to Lessee' s compliance with all
terms and conditions of this Lease and the Development
Agreement.
d. The execution and delivery of this Lease by Lessor
will not constitute a violation of any provisions of its
charter, or of the laws of the State of Minnesota, and there
330079.7 9
t + ��r����l
are no actions, suits, or proceedings pending, or to its
knowledge threatened, before or by any judicial body or
governmental authority against or affecting it relating to
the Premises, and it is not in default with respect to any
order, writ, injunction, decree, or demand of any court or
any governmental authority which would impair its ability to
enter into this Lease, or to perform any of the acts
required of it in this Lease.
e. Neither the execution or delivery of this Lease,
nor compliance with any of the terms, conditions,
requirements, or provisions contained herein, is prevented
by, is a breach of, or will result in a breach of any term,
condition, or provision of any agreement or document to
which it is now a party, or by which it, or any of its
properties, is bound.
f . It has made no material false statement, or
material misstatement of fact, in connection with its
execution of this Lease, and all of the information
previously submitted to Lessee and the State, or to be
submitted to the Lessee or the State in the future, relating
to this Lease or the Grant given to the Lessor or the
disbursement of any of the proceeds of the Lease or Grant,
is and will be true, complete and correct by Lessor in all
material respects .
10 . WARRANTIES OF TITLE AND OUIET POSSESSION. The Lessor
covenants that the Lessor is seized of the Premises in fee simple
and has full right to make this Lease subject to the terms
hereof, and, assuming the Lessee fully performs as required by
this Lease, the Lessee shall have quiet and peaceable possession
of the Premises during the term hereof as against the acts of all
parties claiming title to or a right to the possession of the
premises, with the exception, however, of the following:
a. Easements, covenants, conditions, restrictions,
and limitations, if any, now appearing of record;
b. Reservation of any minerals or mineral rights
reserved to the State of Minnesota;
c. Building and zoning laws, ordinances, and state
and federal regulations;
d. Any defects which may be disclosed by an accurate
survey [or if a survey has been obtained at the time of
execution delete this language and refer to specific survey
matters] ;
330079.7 1 0
. � �� _ �-���
,
e. Any liens or other encumbrances created by the
Lessee; and
f . The provisions of Minnesota Statutes, Section
16A. 695 (1994) (and any successor statute) regarding the
interests of the State of Minnesota; and
g. The rights of Plastics to occupy that part of the
Premises described in Exhibit hereto, until
, 199 , pursuant to that certain
dated between
Lessor and Plastics, as set forth hereinabove.
il . USE OF PREMISES . Subject to the other terms and
provisions contained herein, the Lessee shall be permitted to use
the Premises only for the construction, operation and maintenance
of a science museum, as set forth in Section 1 above, for the
benefit of the Lessor and its stated purposes, and other uses
related and ancillary thereto, including but not limited to
museum stores and food service. No use shall be made or shall be
permitted to be made of the Premises or no acts shall be done
which will cause a cancellation of any insurance policy covering
any building located on the Premises, or any part thereof . The
Lessee shall, at its sole cost, comply with all requirements
pertaining to the Premises of any insurance organization or
company necessary for the maintenance of insurance, as herein
provided, covering any building and appurtenances at any time
located on the Premises .
Furthermore, during the term of this Lease, the Lessee shall
comply with all applicable laws affecting the Premises if either:
a) the breach of such laws might result in any penalty on the
Lessor or the forfeiture of the Lessor� s title to the Premises or
b) the breach of which would have an adverse effect on public
health or safety. The Lessee shall not commit or allow to be
committed any waste of or nuisance on the Premises .
i1 .A. SPECIAL USE PROVISIONS . During the term of this
Lease, Lessee agrees to keep the Pedestrian Path System, the
Grand Stairway, Celebration Plaza and Kellogg Plaza open to the
public at a minimum during the same hours the Lessor' s public
parks are open; provided, however, that the Grand Stairway may be
closed to the public during the winter months at approximately
the same time as the Lessor closes any similar public improvement
such as the stairs on South Wabasha Street, and any part of the
Pedestrian Path System, Celebration Plaza, and the Grand Stairway
may be closed at other times, if and for so long as is necessary,
for the safety of the public, as reasonably determined by Lessee.
Lessee shall give at least 5 days' notice to Lessor� s parks and
recreational department of .its intention to close Celebration
330079.7 1 1
� � �t�-i-���
�
Plaza to the public because of scheduled programming in
Celebration Plaza, or shall provide a schedule of such closings
in advance to the Lessor� s parks and recreation department .
Additionally, Lessee agrees to allow Lessor use of the
auditorium constructed as part of the SMM Improvements for public
meetings not more than three (3) times per year. Such use will
be without rental charge to Lessor and at mutually agreeable
times for not more than eight (8) hours per time.
12 . ABANDONMENT OF PREMISES . If the Lessee shall abandon,
vacate, or surrender the Premises or shall be dispossessed by
process of law, or otherwise, any personal property belonging to
the Lessee and left on the Premises shall be deemed to be
abandoned, at the option of the Lessor.
13 . LESSOR' S RIGHT OF ENTRY. The Lessee shall permit the
Lessor and the agents and employees of the Lessor to enter into
and on the Premises at all reasonable times during business hours
and with at least five days ' written notice for the purpose of
inspecting them or for the purpose of posting notices of
nonresponsibility for alterations, additions, or repairs, without
any charge to Lessor and without any liability to the Lessor for
any loss of occupation or quiet enjoyment of the Premises thereby
occasioned.
14 . ENCUMBRANCE OF LESSEE' S LEASEHOLD INTEREST. The Lessee
may encumber by mortgage or other proper instrument its leasehold
interest in the Premises including all buildings and improvements
placed by the Lessee thereon, as security for any indebtedness of
the Lessee incurred to finance or refinance the improvements and
buildings on the Premises provided such mortgage contains an
acknowledgement that the mortgagees rights are subject to the
rights of Lessor under this Lease, and the rights of the State
under the Grant Agreements and the Declaration, and gives Lessee
access to insurance and condemnation proceeds so as to allow
Lessee the right to rebuild or restore any portions of the
Premises destroyed or condemned in the event that Lessor permits
such rebuilding or restoration under the terms of this Lease. No
such encumbrance, or any foreclosure, conveyance, or exercise of
right by any secured lender shall relieve the Lessee from its
liabilities hereunder, nor prevent the Lessor from exercising its
rights to terminate the Lease.
If the Lessee shall so encumber its leasehold interest and
if the Lessee or the holder of the indebtedness secured by such
encumbrance shall give notice to the Lessor of the existence
thereof and the address of such holder, then the Lessor will mail
or deliver to such holder at that address a duplicate copy of all
notices in writing which the Lessor may, from time to time, give
330079.7 1 2
` ' ��� ����
to or serve on the Lessee under and pursuant to the terms and
provisions hereof . Such copies shall be mailed or delivered to
such holder at or as near as possible to the same time such
notices are given to or served on the Lessee.
Such holder may, at its option, at any time before the
rights of the Lessee shall be terminated as provided herein, pay
any of the rent due hereunder or pay any taxes and assessments or
do any other act or thing required of the Lessee by the terms
hereof or do any act or thing that may be necessary and proper to
be done in the observance of the covenants and conditions hereof
or to prevent the termination hereof. All payments so made, and
all things so done and performed by such holder, if done prior to
the rights of Lessee having been terminated, shall be as
effective to prevent a termination of the rights of the Lessee
hereunder as they would have been if done and performed by the
Lessee.
Upon such holder succeeding to the interest of Lessee
hereunder, such holder shall be bound by all terms and conditions
of this Lease, and shall be deemed to have assumed all of
Lessee' s obligations hereunder.
15 . SALE OF THE PREMISES . In the event that this Lease has
been terminated pursuant to either Section 4 .A. or Section 28,
and if Lessor determines by official action that the Premises are
no longer usable or needed by the Lessor to carry out the
Governmental Program, Lessor shall have the right to sell the
Premises on the condition that such sale is for fair market value
upon terms authorized by law and approved by the Commissioner of
Finance of the State of Minnesota. "Fair market value" shall
mean (i) the price that would be paid by a willing and qualified
buyer to a willing and qualified seller as determined by an
appraisal which assumes that any and all mortgage liens or
encumbrances on the property being sold, which negatively effect
the value of the Premises, will be released, or (ii) the price
bid by a purchaser under a public bid procedure after reasonable
public notice with the proviso that any and all mortgage liens or
encumbrances on the Premises, which negatively effect the value
of the Premises, will be released at the time of acquisition by
such purchaser. Notwithstanding any termination of this Lease,
the net proceeds of sale must be applied as follows : first, to
pay to the State the amount of State bond proceeds used to
acquire or better the Premises in accordance with the
Commissioner of Finance' s order authorizing their issuance,
second, to pay in full any outstanding public or private debt
incurred to acquire or better the Premises; and third, any excess
over those amounts must be divided in proportion to the shares
contributed to acquisition and betterment of the Premises as set
forth in Exhibit C, other than any private lenders already paid
330079.7 1 3
. . ��_1�.��
in full provided, however, that in the event that this Lease has
been terminated pursuant to Section 28, then Lessee shall not
have the right to any such proceeds . Nothing in this or any
other agreement shall be construed as requiring Lessor to sell
the Premises . To the extent, but only to the extent, disposition
of the sale proceeds is not controlled by the G.O. Compliance
Legislation, the proceeds of the sale will be shared by the
Lessor and Lessee in accordance with the percentages set forth on
Exhibit E hereto; provided that all private indebtedness incurred
to acquire or better the Premises shall first be paid in full .
This Section 15 shall survive the termination of this Lease.
16 . SUBLETTING AND ASSIGNMENTS . The Lessee shall not
assign any of its rights hereunder, or sublet all or any portion
of the Premises, without the Lessor' s prior written consent which
consent may be given or withheld in Lessor' s sole discretion;
provided, however, that Lessee may sublet up to [2000] square
feet of the Premises to the Mississippi National River Recreation
Area for purposes of maintaining an information area. Lessee
acknowledges that, in addition to any other conditions which
Lessor may, in its discretion, impose on providing its consent to
any sublease, the following conditions will apply:
a. All sublessees shall operate the subleased
premises for the purpose and in a manner so as to be related
and ancillary to the Governmental Program; and
b. All subleases shall be terminated upon any
termination of this Lease and shall contain appropriate
provisions requiring the sublessee to be subject to all
other terms and conditions of this Lease; and
c. In no event shall any space by subleased in
violation of the covenants set forth in Section 53 (c)
hereof .
Notwithstanding the foregoing, the Lessee shall be permitted
to mortgage its interest hereunder to any mortgagee, provided
such mortgage is in connection with the Lessee' s financing or
refinancing of the development or improvement of the Premises as
contemplated herein subject to the requirements of section 14
hereof . On the foreclosure of any such mortgage, the mortgagee
may thereafter assign or transfer its interest in the leasehold
to any other assignee or transferee, subject to the provisions of
Minn. Stat . §16A. 695 and the Grant Agreement, provided that any
assignee thereof shall agree to be bound by the terms and
conditions of this Lease. Thereafter, there shall be no other
assignments or transfers of the leasehold interest without the
prior written consent of the Lessor, which consent may be given
or withheld in Lessor' s sole discretion, and the Lessor� s consent
330079.7 1 4
. , �,�_ i�_��
to one assignment or transfer shall not be deemed to be a consent
to any subsequent assignment or transfer. Any other transfer or
assignment without the Lessor' s consent shall be void and shall
at the option of the Lessor constitute an Event of Default
hereunder.
17 . NOTICES . All communications, demands, notices, or
objections permitted or required to be given or served under this
Lease shall be in writing and shall be deemed to have been duly
given or served when delivered in person to the other party or
its authorized agent or two (2) days after being deposited in the
United States mail, postage prepaid, for mailing by certified or
registered mail, return receipt requested, and addressed to the
other party to this Lease, to the address set forth next to such
party' s signature at the end of this Lease, or if to a person not
a party to this Lease, to the address designated by a party to
this Lease in the foregoing manner. Any party may change its
address by giving notice in writing, stating its new address, to
any other party as provided in the foregoing manner; provided
that the Lessee' s address for notice after it is occupying the
SNIl�I Improvements shall be the SMM Improvements without the need
for notice of change of address . Commencing on the tenth (lOth)
day after the giving of such notice, such newly designated
address shall be such party' s address for the purposes of all
communications, demands, notices, or objections permitted or
required to be given or served under this Lease.
18 . CONSTRUCTION OF INITIAL IMPROVEMENTS . The Lessee shall
construct the SMM Improvements subject to and in accordance with
all terms and conditions of the Development Agreement, this Lease
and in material compliance with all applicable federal, state and
local laws, rules and regulations; and in material compliance
with the terms and conditions of all applicable licenses and
permits . All of such improvements, including any fixtures
related to the operation of any buildings located on the Premises
(but specifically excluding trade fixtures, equipment, exhibits
and other personal property of Lessee and leased or rented
property or equipment leased or rented other than pursuant to
this Lease and the Ramp Lease) , shall immediately become the
property of Lessor, and Lessee shall have only a leasehold
interest therein, subject to the terms and provisions hereof .
Upon request of Lessor, Lessee will execute and deliver to Lessor
bills of sale from time to time transferring to Lessor title to
personal property which becomes a fixture and property of Lessor
under the preceding sentence. The Lessee further agrees to
install and maintain a fence along the southerly boundary of the
Premises at least eight feet in height . Lessee is hereby
authorized by Lessor to provide for the construction and
equipment of the SNIl�! Improvements in accordance with Minnesota
Statutes, §§ 469 .155 (8) and 471. 191, and at the option of the
330079.7 1 5
, , q(�- 13��
.
Lessee, with or without compliance with Minnesota Statutes, §
471.345 .
19 . CONSTRUCTION OF ADDITIONAL BUILDINGS AND IMPROVEMENTS .
The Lessee, but only with the prior written approval of the
Lessor which approval may be given or withheld in the sole
discretion of Lessor, shall have the right to make such
alterations, improvements, and changes to any building or
improvement which may from time to time be on the Premises as the
Lessee may deem necessary or to replace any such building or
improvement with a new one. Notwithstanding the preceding
sentence, Lessor agrees that changes to the improvements on the
Premises which do not significantly affect the site plan,
elevations or exterior of the Project including, but not limited
to, interior walls and exhibit spaces, do not require the consent
of Lessor. Any new building permitted by Lessor and constructed
by the Lessee on the Premises, and any changes to the SMM
Improvements or to permitted new buildings, shall be constructed
in material compliance with all applicable federal, state and
local laws, rules and regulations; and in compliance with the
terms and conditions of all applicable licenses and permits; and
shall, together with any fixtures related to the operation of any
buildings located on the Premises ( but specifically excluding
trade fixtures, equipment, exhibits and other personal property
of Lessee and leased or rented property and equipment leased or
rented other than pursuant to this Lease and the Ramp Lease) ,
immediately become the property of the Lessor, and the Lessee
shall have only a leasehold interest therein, subject to the
terms and provisions contained herein.
20 . REPAIRS AND DESTRUCTION OF IMPROVEMENTS .
a. Maintenance of Improvements . The Lessee shall,
throughout the term of this Lease, at its own cost and
without any expense to the Lessor, keep and maintain the
Premises, including all buildings and improvements of every
kind which may be a part thereof, and all appurtenances
thereto, including public and private sidewalks located
thereon and adjacent thereto, in good, sanitary, lawful, and
neat order, condition and repair and, except as specifically
provided herein, shall restore and rehabilitate any
improvements of any kind which may be destroyed or damaged
by fire, casualty, or any other cause whatsoever. The
Lessor shall not be obligated to make any repairs,
replacements, or renewals of any kind, nature, or
description whatsoever to the Premises or any buildings or
improvements thereon.
330079.7 1 6
. � �C����3��
b. Damage to and Destruction of Buildings or Improve-
ments . The damage or destruction or partial destruction of
any building or other improvement which is a part of the
Premises shall not release the Lessee from any obligation
hereunder, except as hereinafter expressly provided. In
case of damage to or destruction of such building or
improvement which is not substantial, the Lessee shall at
its own expense promptly repair and restore the same to a
condition as good or better than that which existed prior to
such damage or destruction, and Lessee shall have the right
to any insurance proceeds the premium for which has been
paid by Lessee, to be used by Lessee to pay the cost of such
repair and restoration. In the case of damage to or
destruction of such building or improvement which is
substantial, Lessee shall at its own expense promptly repair
and restore the same to a condition as good or better than
that which existed prior to such change or destruction,
unless Lessee, in its judgment, determines that it is
inappropriate to rebuild the building or improvements on the
Premises, in which case this Lease and the Lessee' s interest
in the Premises shall be terminated and the Premises shall
be deemed to have been sold, and the insurance proceeds
shall be paid in accordance with the provisions of Section
15 above. Lessee shall give written notice to Lessor of its
determination whether or not to rebuild within 180 days of
the damage or destruction of the buildings or improvements .
If Lessee does not elect to rebuild, this Lease shall
terminate as of the date specified in Lessee' s notice to
Lessor, and all rent and other obligations of the Lessee
shall terminate on that date provided, however, that the
insurance proceeds shall be applied in accordance with the
provisions of Section 15 hereof as if a sale of the Premises
shall have occurred. No settlement with the insurance
company shall be agreed to by Lessee without the prior
written consent of the Lessor and the State. Except as
otherwise provided in this section, and without limiting
such obligations of the Lessee, if Lessee elects to rebuild,
and any mortgagee consents to rebuilding, if necessary, it
is agreed that the proceeds of any insurance covering such
damage or destruction shall be paid to the Lessor and the
Lessee, to be held in escrow for such repair or replacement
with a mutually acceptable escrow agent, to be disbursed in
accordance with standard commercial construction lending
conditions customarily required by institutional lenders .
21 . MECHANICS ' LIENS . The Lessee hereby covenants and
agrees that the Lessee will not permit or allow any mechanics ' or
materialmen' s liens to be placed on the Lessor' s interest in the
Premises during the term hereof . Notwithstanding the previous
sentence, however, in the event any such lien shall be so filed
330079.7 1 7
��� l3�le
against the Lessor' s interest, the Lessee shall take all steps
necessary to remove it within 120 days of its being filed;
provided, however, that the Lessee may contest any such lien
provided the Lessee first posts a surety bond, letter of credit
or cash with the applicable court sufficient to release the
Premises from such lien, or otherwise protect the Lessor from
foreclosure thereof.
22 . INDENIl�TIFICATION OF LESSOR.
a. To the fullest extent permitted by law, Lessee
shall, and hereby does, indemnify, save, hold harmless, and
defend Lessor, its officials, employees, representatives and
agents but only when acting in their capacities as such
(collectively, the "Indemnified Party" or "Indemnified
Parties") , from and against all claims, costs (including
reasonable attorneys fees to the extent provided in clause
(e) below) liabilities, losses or damages suffered or
incurred by any of the Indemnified Parties arising from or
as a result of any loss, injury, death, or damage to persons
or property arising out of the use, possession, construction
of improvements, operation or maintenance of the Premises or
any part thereof, whether such loss, injury, death, or
damage shall be caused by or in any way result from or arise
out of any act, omission, or negligence of Indemnified
Parties .
b. Lessee hereby waives and releases all claims
against the Indemnified Parties for damages to any building
and improvements which are now on or hereafter placed or
built on the Premises and to the property of Lessee in, on,
or about the Premises . The Lessee also agrees that it will
not assert against the Indemnified Parties in any legal
proceeding any claim, cross-claim or third party claim for
which Lessee is obligated under the provisions of this
Section 22 (a) to provide indemnification to the Indemnified
Parties .
c. Notwithstanding the provisions of clauses (a) and
(b) above, the provisions of clause (a) and (b) above of
this Section 22 shall not apply to claims, costs,
liabilities, losses or damages which are caused by the gross
negligence or willful or intentional misconduct of the
Indemnified parties . No person or entity other than the
Indemnified Parties shall have any benefit whatsoever from
the agreements contained in clause (a) and (b) above, other
than any indirect benefit accruing as a result of their
status as a taxpayer or resident of the City, and shall not
be deemed to be a third party beneficiary of the agreements
of Lessee contained in clauses (a) and (b) above.
330079.7 1 8
� . ��.-����
d. Nothing in this Section 22 shall be construed to,
and shall not, expand Lessor' s maximum liability over the
limits set forth in Minnesota Statutes, Chapter 466, as
amended from time to time, or any other or successor law
which has the effect of limiting Lessor' s liability.
e. Promptly after receipt by an Indemnified Party of
notice of the commencement of any action for which Lessee
has indemnified the Indemnified Parties hereunder, the
Indemnified Party will notify Lessee in writing of the
commencement thereof, and, subject to the provisions
hereinafter stated, Lessee shall assume, at its expense, the
defense of such action (including the employment of counsel,
who shall be counsel reasonably satisfactory to the
Indemnified Parties) insofar as such action shall relate to
any alleged liability for which Lessee has indemnified the
Indemnified Parties hereunder. The Indemnified Parties
shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the
fees and expenses of such counsel shall not be at the
expense of Lessee unless (i) the employment of such counsel
has been specifically authorized by Lessee, or (ii) the
named parties to any such action (including any impleaded
parties) include more than one of the Indemnified Parties
and a conflict of interest among Lessee and Indemnified
Parties exists, and as a result the Lessee and the
Indemnified Parties cannot adequately be represented by the
same counsel . In the case of such a conflict of interest,
Lessee shall not have the right to assume the defense of
such action on behalf of such Indemnified Parties and the
Indemnified Party shall have the right to select separate
counsel, at the expense of the Lessee but subject to the
limitation set forth in the following sentence, to assume
such legal defense and to otherwise participate in the
defense of such action on behalf of the Indemnified Parties .
In connection with any one such action or separate but
substantially arising out of the same general allegations or
circumstances, the Lessee shall not be liable for the fees
and expenses of more than one separate firm of attorneys for
all such Indemnified Parties, which firm shall be reasonably
acceptable to the Lessee and shall be designated in writing
by the Indemnified Parties . The Lessee shall not be liable
for any settlement of any such action effected without its
written consent . If such action is settled with the written
consent of the Lessee, or if there be a final judgment for
the plaintiff in any such action, with or without the
consent of Lessee, Lessee agrees to indemnify and hold
harmless the Indemnified Parties from and against any loss
or liability by reason of such settlement or judgment, but
only to the extent provided in subparagraph (a) of this
330079.7 1 9
. . �.� �3-��
Section 22 . This indemnity includes reimbursement for
expenses reasonably incurred by any of the Indemnified
Parties in investigating the claim and in defending it if
the Lessee declines to assume the defense.
23 . ATTORNEYS ' FEES . [intentionally omitted]
24 . INSURANCE.
a. Insurance Coverage of Premises . The Lessee shall
at all times during the terms of this Lease and at the
Lessee' s sole expense keep all improvements which are now or
hereafter a part of the Premises insured against "all risks"
�'or the full insurable value of such improvements, and
during the construction of the Project "builders risk�� and
standard fire and extended coverage, with a deductible not
to exceed $100, 000, and with loss payable to the Lessor, the
Lessee, the State, and any mortgagee as their respective
interests may appear. Any loss adjustment shall reguire the
prior written consent of the Lessor, the State, the Lessee,
and any mortgagee. Lessee shall be responsible for any
insurance deductible.
b. Commercial General Liability Insurance. The
Lessee shall maintain in effect throughout the term of this
Lease, at its own expense, commercial general liability
insurance covering the Premises and its appurtenances and
the sidewalks fronting on the Premises in the amount of at
least Two Million Dollars combined single limit, and
insurance on all boilers and other pressure vessels, fired
or unfired. Such insurance shall : (i) be primary with
respect to Lessor' s insurance or self-insurance; (ii) not
exclude explosion, collapse and underground property damage;
(iii) be written on an "Occurrence" Form policy basis; and
(iv) not contain an '�aggregate" policy limit unless
specifically approved in writing by Lessor.
c. Owner' s Protective Policv. Lessee shall, at its
own expense, maintain an Owners' Protective Policy including
blanket contractual liability coverage, personal injury
liability coverage and broad form property damage liability
endorsement with a combined single limit of not less than
$2, 000, 000 per occurrence. Such insurance shall: (i) name
the City of Saint Paul and the Finance Commissioner as the
insureds; (ii) be primary with respect to Lessor' s insurance
or self-insurance; (iii) not exclude explosion, collapse and
underground property damage; (iv) be written on an
"occurrence" Form policy basis; and (v) not contain an
"aggregate" policy limit unless specifically approved in
writing by Lessor.
330079.7 2�
� • �(�- �3��
d. Automobile Liability Insurance. Lessee shall
maintain Automobile Liability Insurance with a minimum
combined single limit of $1, 000, 000 per occurrence. Such
insurance shall: (i) name the City of Saint Paul as an
additional insured; (ii) be primary with respect to Lessor' s
insurance or self-insurance; (iii) not exclude explosion,
collapse and underground property damage; (iv) be written on
an "occurrence" Form policy basis; and (v) not contain an
"aggregate" policy limit unless specifically approved in
writing by Lessor.
e. Workers ' Compensation Insurance. Lessee shall
maintain Workers ' Compensation Insurance with not less than
statutory minimum limits; and Employers ' Liability Insurance
with minimum limits of at least $100, 000 per accident and
with an all states endorsement .
f . Insurance Certificates . Lessee shall supply to
Lessor current insurance certificates for policies required
in this Section. The said certificates shall certify
whether or not the agent has errors and omissions insurance
coverage. At the written request of Lessor, Lessee shall
promptly furnish to lessor all written notices and all paid
premium receipts by Lessee regarding such required
insurance.
g. Additional Required Insurance. The limits cited
under each insurance requirement above establish minimums;
and it is the sole responsibility of the Lessee to purchase
and maintain additional insurance that Lessee may determine
to be necessary in relation to this Lease or its operation
of the Premises .
h. Non-waiver of Statutory Limits . Nothing in this
contract shall constitute a waiver by the Lessor of any
statutory limits or exceptions on liability.
i . Placement of Insurance. Lessee shall place the
insurance with responsible insurance companies authorized
and licensed to do business in the State of Minnesota and
approved by Lessor, and shall deliver copies of the policies
to Lessor on the date of Lessee' s execution of this
agreement . The policies required in this Section shall be
endorsed to indicate that the insurer cannot cancel or
change the insurance without first giving the Lessor thirty
(30) days ' written notice.
330079.7 2 1
� � `�-G.~ ����
j . Lessor� s Right to Pay Premiums on Behalf of
Lessee. The Lessee shall pay all of the premiums therefor
and deliver such policies, or certificates thereof, to the
Lessor. In the event of the failure of the Lessee, either
to effect such insurance in the names called for or to pay
the premiums therefor or to deliver such policies or
certificates thereof to the Lessor, the Lessor shall be
entitled, but shall have no obligation, to effect such
insurance and pay the premiums therefor. Such premiums,
together with interest thereon at the rate of ten percent
per annum accruing from the date of payment by Lessor, shall
be repayable to the Lessor within thirty (30) days after
written notice of the payment of such insurance, and failure
to repay the premiums shall carry with it the same
consequences as failure to pay any installment of Rent .
Each insurer mentioned in this section shall agree, by
endorsement on the policy or policies issued by it, or by
independent instrument furnished to the Lessor, and in form
acceptable to the Lessor, that it will give to the Lessor
thirty (30) days' written notice before the policy or
policies in question shall be altered or cancelled.
k. Increase in Coveraae. The insurance and the size
of any applicable deductible required to be maintained
pursuant to this Lease shall be subject to review as to its
adequacy by an Independent Insurance Consultant once every
three years beginning in the year 2003 . The Lessee shall
cause such review to be conducted and shall cause such
Consultant to prepare a written report regarding such review
containing such Consultant' s recommendations, if any, for
changes in such insurance. The Lessee shall cause copies of
such report to be delivered promptly to the Lessor and
agrees to follow the recommendations of such Independent
Insurance Consultant to the extent practicable. For
purposes of this subsection K, the term "Independent
Insurance Consultant" means any person who is not an
employee or officer of Lessee, appointed by Lessee,
qualified to survey risks and to recommend insurance
coverage for organizations engaged in like operations to
those of the Lessee and having a favorable reputation for
skill and experience in such surveys and such
recommendations, and who may be a broker or agent with whom
Lessee transacts business, and reasonably acceptable to
Lessor.
1 . Blanket Insurance Policies . Notwithstanding
anything to the contrary contained in this section, the
Lessee' s obligations to carry the insurance provided for
herein may be brought within the coverage of a so-called
330079.7 2 2
, � �—�3� c�
blanket policy or policies of insurance carried and
maintained by the Lessee; provided, however, that the
coverage afforded the Lessor will not be reduced or
diminished or otherwise be different from that which would
exist under a separate policy meeting all other requirements
of this Lease by reason of the use of such blanket policy of
insurance.
25 . PROHIBITION OF INVOLUNTARY ASSIGNMENT.
Neither this Lease nor the leasehold estate of the
Lessee nor any interest of the Lessee hereunder in the
Premises or in any buildings or improvements thereon shall
be subject to involuntary assignment, transfer, or sale, by
operation of law or otherwise, and any such attempt at
involuntary assignment, transfer, or sale shall be void and
of no effect . For purposes of this subsection, the merger
or consolidation of Lessee with any other entity or entities
shall be deemed to be a transfer and prohibited by this
subsection unless either: (i) such merger is with another
entity and Lessee is the survivor and remains exempt from
income tax under § 501 (c) (3) of the Internal Revenue Code of
1986 as amended (the "Code") ; or (ii) such merger is with
another entity which is exempt from income tax under §
501 (c) (3) of the Code, Lessee is not the surviving entity,
said surviving entity expressly assumes all obligations of
Lessee hereunder, said surviving entity remains exempt from
income tax under §501 (c) (3) of the Code, and said surviving
entity has comparable or higher ��net worth" (or its
equivalent under accounting principles applicable to Section
501 (1) (3) organizations) as Lessee has on the date hereof .
The occurrence of any involuntary assignment prohibited
by the provisions of this Section 25 shall be deemed to
constitute a Default under Section 26 hereof, and upon the
expiration of the applicable cure period contained in
Section 27 hereof, the Lessor shall be entitled to exercise
all remedies set forth in this Lease, subject, however, to
the provisions of Section 30 hereof .
26 . EVENTS OF DEFAULT. Any of the following events shall
constitute a "Default" under this Lease:
a. If the SMM Improvements are not completed by the
Completion Date substantially in accordance with the plans
and specifications; or
b. Subject to any payments being contested in good
faith, if the Lessee fails to fully and completely pay all
sums lawfully owing for the completion of the Project, other
330079.7 2 3
. �
l�'����
. �
than sums to be paid by the City pursuant to Section 3 .3 of
the Development Agreement in accordance with the plans and
specifications; or
c. If, without the written consent of the Lessor and
the Finance Commissioner, any part of the Project ceases to
be used as a science museum, and related and ancillary
activities .
d. If a default under Section 25 hereof occurs; or
e. If, without the written consent of Lessor and the
Finance Commissioner, and except for the permitted encum-
brances identified on Exhibit A attached hereto, and except
as allowed under Sections 14 or 16 hereof, Lessee sells,
transfers, leases, encumbers, or otherwise conveys, in any
way or manner, whether voluntary or involuntary, or by
action of law, all of any part of its interest in the
Premises, or amends or modifies any agreement relating to
such sale which had previously been so consented to and
approved by Lessor and the Finance Commissioner; or
f . If, without the written waiver of Lessor, Lessee
fails to annually certify that the Premises is being used as
a science museum, and related and ancillary activities as
required in Section 1 of this Lease; or
g. If, without the written waiver of Lessor, Lessee
fails to provide the Annual Report to Lessor; or
h. If the Lessee fails to continuously maintain the
insurance required by Section 24 of this Lease; or
i. If Lessee, upon request, refuses to allow Lessor,
the Finance Commissioner, or any auditor for the State of
Minnesota or for the Legislature, to inspect audit, copy, or
abstract any and all of Lessee' s books, records, papers, or
other documents relevant to this Lease, the Grant to Lessor,
or the Premises; or
j . If Lessee, upon request, refuses to allow Lessor,
the Finance Commissioner, or any representative of the State
of Minnesota, to inspect the Premises; or
k. If Lessee fails to cooperate fully in assisting
Lessor in complying with any of the provisions of the Grant
Agreement, G.O. Compliance Legislation or the Commissioner' s
Order; or
330079.7 2 4
� � � t�Q- ' J�l(I
1 . If the Lessee fails to fully comply with the
"matching funds requirement, " contained in the Construction
Grant Agreement; or
m. If any representation or warranty made by Lessee
hereunder prove to have been untrue or incorrect in any
material respect, as of the time such representation or
warranty was made; or
n. If, without the written consent or waiver of
Lessor, Lessee fails to fully comply with any other
provision, term, condition, covenant or warranty contained
in this Lease, or fails to fully comply with any provisions
of the Declaration; or
o. If a Default by SNlN! under the Development
Agreement shall occur; or
p. If, under any document, instrument or agreement
relating to the financing, or refinancing, of the
improvements to the Premises, there occurs an event which,
but for the giving of notice or the passage of time, or
both, would constitute a default or event of default by
Lessee thereunder and the other party thereto gives notice
to the Lessee of the default if notice is required before
the exercise of remedies; or
q. If, under any other document, instrument or
agreement related to the IMAX attraction, or any similar
attraction which replaces the IMAX attraction, there occurs
an event which, but for the giving of notice or the passage
of time, or both, would constitute a default or event of
default by SPM�! thereunder and the other party thereto gives
notice if notice is required before the exercise of
remedies; or
r. If a Default under the Ramp Lease shall occur.
27 . NOTICE OF DEFAULT. (1) Upon the occurrence of a
Default, an Event of Default shall not be deemed to have occurred
under this Lease unless the Lessor has given the Lessee written
notice of the Default and the Lessee has failed to cure such
Default within the time period specified in subparagraph (2)
below or, if applicable, in subparagraph (3) below; provided
that, in the case of a Default hereunder which is also a Default,
under the Development Agreement, the notice and cure period shall
be as specified in this Lease.
(2) For those Defaults described in Section 25 and
Subsections 26 (i) and (j ) the notice and cure period shall be ten
330079.7 2 5
, . C�� ���--1�
(10) days; for those Defaults described in Subsections 26 (h) and
(1) the notice and cure period shall be thirty (30) days; and for
all other Defaults the notice and cure period shall be sixty (60)
days, prior to the issuance of a CO and ninety (90) days after
the issuance of the C0.
(3) Notwithstanding the preceding paragraph of this
Section 27, (a) in the event that a Default occurs prior to the
issuance of the CO and cannot be cured within the applicable cure
period provided in paragraph (2) above, and in the event that
Lessee has commenced the action necessary to cure the Default
during the applicable cure period provided in the paragraph (2)
above, then Lessee shall automatically have an additional cure
period not to exceed thirty (30) days, without the written
consent of the City, on the condition that Lessee diligently
pursues the cure during said additional thirty (30) day period;
and (b) in the event that a Default occurs after the issuance of
the CO and cannot be cured within the applicable cure period
provided in paragraph (2) above, and in the event that Lessee has
commenced the action necessary to cure the Default during the
applicable cure period provided in paragraph (2) above, then
Lessee shall automatically have an additional cure period not to
exceed thirty (30) days; provided that such additional cure
period may be greater than 30 days, but only with the written
consent of the Lessor, which consent shall not be unreasonably
withheld or delayed.
Notwithstanding the provisions of this Section set for
above, in no event shall any cure period, including any extension
of a cure period, be greater than the cure period available under
the Grant Agreements if the Default by Lessee hereunder also
causes a default or event of default by the Lessor under the
Grant Agreements .
Notwithstanding the foregoing, no Default under this Lease
which is also a Default under the Development Agreement shall
give Lessee the right to additional or duplicative cure periods
before Lessor can exercise remedies available to it under this
Lease and the Development Agreement.
Additionally, no extensions of the cure period set forth in
paragraph (2) above shall be granted or allowed for a Default
under Section 25 hereof .
28 . DEFAULT AND TERMINATION. (a) Prior to the issuance of
a C.O. , upon the occurrence and during the continuance of an
Event of Default under this Lease, the Lessor, in addition to the
other rights or remedies it may have, shall have the immediate
right to terminate this Lease and the Development Agreement by
delivery of written notice of termination, which notice shall be
330079.7 2 6
, . �.�- «��
executed by the Mayor of the Lessor; (b) after the issuance of a
C.O. , upon the occurrence and during the continuance of an Event
of Default under this Lease, subject to Section 30 hereof, the
Lessor, in addition to the other rights or remedies it may have,
shall have the immediate right to terminate this Lease and the
Development Agreement by delivery of written notice of
termination, and reenter the Premises and remove all persons and
property otherwise from the Premises .
29 . ADDITIONAL REMEDIES . Notwithstanding anything in this
or any other agreement to the contrary, upon the occurrence, and
during the continuance, of a Default, in addition to the remedies
in Section 28 and this section, Lessor may immediately refrain
from making any payments from the City Construction Account and
the State Grant Account contemplated by and as those terms are
defined in the Disbursing Agreement . In addition, during the
continuance of an Event of Default under this Lease, and after
giving Lessee any notice required by Section 27 hereof and the
running of any appropriate time period without Lessee having
cured, the Lessor may (a) in addition to the remedies in Section
28 and this Section, exert any remedies it may have in law or
equity and, (b) if the State issues a demand, commences an
action, actually receives payment from Lessor, or exercises any
other remedies against the Lessor, then Lessor may also similarly
demand, commence an action, or exercise any other remedies
against, and be immediately entitled to receive from Lessee, or
do to Lessee that which the State does to Lessor on the condition
that such demand, action, payment or other action by the State
against the City is caused by a Default by the Lessee under this
Lease or the Development Agreement .
30 . SPECIAL TERMINATION PROCEDURE. After issuance of the
CO, Lessor agrees that it will not exercise the remedy of
termination of the Lease provided in Section 28 hereof on the
condition that Lessee does each of the following:
a) Within ninety (90) days of the occurrence of a Default
Lessee shall have retained, at its sole expense, an
independent consultant qualified to analyze Lessee' s
operation at the Premises and reasonably acceptable to
Lessor (hereinafter the "Consultant") ;
b) Within sixty (60) days of the retention of the
Consultant Lessee shall have delivered to Lessor a
written report of the Consultant analyzing its
operations at the Leased Premises (the "Consultant ' s
Report") ;
c) Within fifteen (15) days of the delivery of the
Consultant' s Report Lessee shall have met with Lessor
330079.7 2 7
. . �(�—�`��ic�
to discuss the findings and recommendations of the
Consultant;
provided, however, that in the event that Lessee has not retained
the Consultant, delivered the Consultant' s Report, or met with
Lessor, within the required time period, then Lessor shall have
the right to proceed to exercise the remedy of termination of
this Lease without regard to the succeeding provisions of this
Section 30 . The Lessor agrees that if after any time during the
process set forth in clauses (a) , (b) or (c) above, the Default
has been cured, the Lessee shall not be required to proceed with
the remaining portion of the process set forth in clauses (a) ,
(b) and (c) above.
In the event that Lessee has retained the Consultant, delivered
the Consultant ' s Report and met with Lessor as required
hereinabove, Lessor further agrees that it will not exercise the
remedy of termination of this Lease unless and until (i) the City
Council of Lessor has considered a resolution at which meeting
representatives of Lessee shall have the right to be heard; (ii)
the City Council shall adopt a resolution authorizing the
termination of this Lease, and (iii) the Lessee shall have failed
to cure the Event of Default within thirty (30) days of the
adoption of such resolution.
Lessee acknowledges and agrees that : a) Lessor is not required
to accept or adopt all or any portion of the Consultant ' s Report;
and b) in the event that Lessor determines, in its sole
discretion, to accept any of the recommendations of the
Consultant' s Report, the acceptance of which requires an
amendment to this Lease, or a waiver of the Default or Event of
Default, Lessor shall have the right, as a condition to agreeing
to any such amendment or waiver, to impose any conditions Lessor
deems appropriate, in its sole discretion.
31. LESSOR' S RIGHT TO PERFORM. In addition to any other
provision contained herein, in the event that an Event of Default
by the Lessee shall have occurred and be continuing, the Lessor
may, at the Lessor' s option but without any obligation, take any
action to perform the obligations of the Lessee which gave rise
to the Event of Default or with respect to which the Lessee is
otherwise in Default under this Lease, and the Lessor shall not
be liable, or be held liable or in any way responsible for any
loss, inconvenience, annoyance, or damage resulting to the Lessee
on account thereof, other than for the Lessor' s gross negligence
or willful or intentional misconduct . The Lessee shall repay to
the Lessor on demand the entire expense of the Lessor� s
performance together with interest at the rate of ten percent per
annum accruing from the date of any disbursement .
330079.7 2 8
• • `�(.e�1��1(�
The Lessor shall be permitted to enter the Premises while
exercising any right given to it by the terms of this section.
Any act or thing done by the Lessor pursuant to the provisions of
this section shall not be or be construed to be a waiver of any
such Default or Event of Default by the Lessee, or as a waiver of
any covenant, term, or condition herein contained or the
performance thereof, or of any other right or remedy of the
Lessor, hereunder or otherwise.
32 . LESSOR DEFAULTS AND TENANT REMEDIES . In the event
that (i) Lessor (a) fails to observe, perform or comply with any
provision, term, condition, covenant, agreement or warranty
required to be observed, performed or complied with by the Lessor
under this Lease or the Development Agreement, or (b) fails to
observe, perform or comply with any obligation, provision, term,
covenant, condition or agreement to be observed, performed or
complied with by the Lessor under the Grant Agreement or the
State Disbursing Agreement, unless the Lessor' s failure is the
result of a Default by the Lessee under this Lease or the
Development Agreement, and (ii) Lessor fails to cure such Default
within sixty (60) days of the receipt of written notice of
default from Lessee, then a Lessor Event of Default shall exist
under this Lease. Upon the� occurrence and during the continuance
of a Lessor Event of Default, the Lessee may exercise any of the
following remedies :
(a) subject to Section 32 .A hereof, terminate this
Lease and the Development Agreement by delivery of written
notice to Lessor;
(b) subject to Section 62 hereof and Section 3 . 1 (2) of
the Development Agreement, commence an action at law to
recover the damages incurred by Lessee and caused by the
Lessor Event of Default;
(c) commence an action in equity to compel the
performance by Lessor of those actions or inactions which
serve as the basis of a Lessor Event of Default; and
(d) exercise any other right or remedy it may have at
law, in equity, or under this Lease or the Development
Agreement .
32 .A. PRECONDITIONS TO LESSEE TERMINATION OF AGREEMENT. In
the event that Lessee intends to terminate this Lease pursuant to
Section 32 hereof, it shall not terminate this Lease unless and
until (a) a resolution authorizing termination of this Lease has
been adopted by the governing body of Lessee, (b) written notice
of the adoption of such resolution and a copy thereof has been
330079.7 2 9
'
�c�—�3��
sent to Lessor, and (c) Lessor has failed to cure the Event of
Default within 30 days after the giving of such notice.
32 .B. No Remedy Exclusive. No remedy herein conferred
upon or reserved to the Lessor or Lessee is intended to be
exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Lease or now or hereafter
existing at law or in equity or by statute. No delay or omission
to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient .
33 . EFFECT OF EMINENT DOMAIN.
a. Effect of Total Condemnation. In the event that
the entire Premises shall be appropriated or taken under the
power of eminent domain by any public or quasi-public
authority, this Lease shall be terminated and all proceeds
shall be payable in the same manner as if the Premises were
sold pursuant to Section 15 above.
b. Effect of Partial Condemnation. In the event that
a portion of the Premises shall be so appropriated or taken
and the remainder thereof shall not be suitable for the use
then being made thereof by the Lessee, as determined by
Lessee, then Lessee shall have the right to give Lessor
written notice of the right to treat the partial
condemnation as a sale pursuant to Section 15 above within
one hundred twenty (120) days after such portion of the
Premises has been so appropriated or taken. In that event,
this Lease shall be terminated and the proceeds of the
condemnation shall be applied as if the condemned portion of
the Premises were sold in accordance with Section 15 above.
In the event of partial taking in which Lessee elects
to continue this Lease in the Premises, this Lease shall
continue in full force as to the part not taken, and the
condemnation award for the Premises shall be applied first
to restore the remaining portion of the Premises to a
configuration and condition so that the Premises can be used
for the purposes set forth in Section 1 hereof (with the
condemnation proceeds to be held by a mutually agreeable
escrow agent in escrow for such restoration to be disbursed
in accordance with standard commercial construction
conditions customarily r.equired by institutional lenders) ,
and, to the extent of any remaining proceeds, as if the
condemned portion of the Premises were sold in accordance
with Section 15 above.
330079.7 3 0
. . q�_ ,���
None of the foregoing provisions shall preclude Lessee
from making a separate claim against the condemning
authority for the value of any trade fixtures and exhibits
taken by said condemning authority and its relocation
expenses provided such claim does not diminish or impair the
award with respect to the Premises .
34 . SURRENDER OF LEASE: EFFECT ON SUBLEASES . The voluntary
. or other surrender of this Lease by the Lessee, or a mutual .
cancellation thereof, shall not work a merger and shall at the
option of the Lessor terminate any or all existing subleases or
subtenancies or may at the option of the Lessor operate as an
assignment to it of any or all such subleases or subtenancies .
The terms of this section shall be included in all such
subleases .
35 . OWNERSHIP OF IMPROVEMENTS ON TERMINATION OF LEASE. On
expiration or termination of this Lease for any cause, the Lessor
shall become the absolute owner of any buildings or improvements
of any nature or kind on the Premises, regardless of who placed
such buildings or improvements thereon, together with any and all
fixtures related to any of the buildings located on the Premises
(excluding, however, all of Lessee' s trade fixtures, equipment,
exhibits and other personal property of Lessee and all property
and equipment leased or rented other than pursuant to this Lease
and the Ramp Lease) , and the Lessee shall not thereafter have any
interest whatsoever therein, subject however, to Lessee' s rights
under Sections 20 and 33 hereof to share in the insurance
proceeds.
36 . AMENDMENT, MODIFICATION, AND WAIVER. No amendment,
modification, or waiver of any condition, provision, or term of
this Lease shall be valid or of any effect unless made in
writing, signed by the party or parties to be bound or its duly
authorized representative, and approved in writing by the
Commissioner of Finance of the State of Minnesota, and specifying
with particularity the extent and nature of such amendment,
modification, or waiver. Any waiver by any party of any default
of another party shall not affect or impair any right arising
from any subsequent default .
37 . APPROVAL BY STATE OF MINNESOTA. This Lease shall not
be valid or of any effect until signed by both parties and
consent in writing has been given by the Commissioner of Finance
of the State of Minnesota.
38 . EFFECT OF LESSEE' S HOLDING OVER. Any holding over
after the expiration of the term of this Lease, with consent of
the Lessor, shall be construed to be a tenancy from month to
month, at the same Rent as required to be paid by the Lessee for
330079.7 3 1
, . ��_ ,�-��
the period immediately prior to the expiration of the term
hereof, and shall otherwise be on the terms and conditions herein
specified, so far as they are applicable.
39 . [Reserved]
40 . PARTIES BOUND. This Lease shall be binding upon and
inure to the benefit of the parties hereto and their respective
assigns, executors, heirs, and successors .
41 . TIME OF ESSENCE. Time is of the essence in this Lease,
and of each and every covenant, term, condition, and provision
hereof .
42 . CAPTIONS . All captions, headings, or titles in the
paragraphs or sections of this Lease are inserted for convenience
of reference only and shall not constitute a part of this Lease
as a limitation of the scope of the particular paragraphs or
sections to which they apply.
43 . NO PARTNERSHIP, JOINT VENTURE, OR FIDUCIARY RELATION-
SHIP CREATED HEREBY. Nothing contained in this Lease shall be
interpreted as creating a partnership, joint venture, or
relationship of principal and agent between the Lessor and the
Lessee, it being understood that the sole relationship created
hereby is one of landlord and tenant . All laws and statutes of
the City of Saint Paul and State of Minnesota relative to
landlord and tenant relationships shall be applicable to the
parties hereto.
44 . CUMULATIVE RIGHTS . Except as otherwise expressly
stated herein, no right or remedy herein conferred on or reserved
to the Lessee or the Lessor is intended to be exclusive of any
other right or remedy hereof provided by law, but each shall be
cumulative in, and in addition to, every otY�er right or remedy
given herein or not or hereafter existing at law, in equity, or
by statute.
45 . SEVERABLE PROVI$IONS . Each provision, section,
sentence, clause, phrase, and word of this Lease is intended to
be severable. If any provision, sentence, clause, phrase, and
word hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the legality or
validity of the remainder of the Lease.
46 . ENTIRE AGREEMENT. This Lease, the Development Agreement
and the Disbursing Agreement contaix� the entire understanding of
the parties hereto with respect to the transactions contemplated
hereby and supersede all prior agreements and understandings
between the parties with respect to such subject matter. No
330079.7 3 2
. . c��_��-��
representations, warranties, undertakings, or promises, whether
oral, implied, written, or otherwise, have been made by either
party hereto to the other unless expressly stated in this Lease,
the Development Agreement or the Disbursing Agreement or unless
mutually agreed to in writing between the parties hereto after
the date hereof, and neither party has relied on any verbal
representations, agreements, or understandings not expressly set
forth herein.
47 . REFERENCE TO GENDER. Where appropriate, the feminine
gender may be read as the masculine gender or the neuter gender;
the masculine gender may be read as the feminine gender or the
neuter gender; and the neuter gender may be read as the masculine
or the feminine gender.
48 . MINNESOTA LAW. This Lease shall be construed and
enforced in accordance with the laws of the State of Minnesota.
49 . FURTHER ASSURANCES . In addition to any other
information which may reasonably requested, either party shall
without charge at any time and from time to time hereafter,
within ten (10) days after written request, certify by written
instrument duly executed and acknowledged to any person, firm, or
corporation specified in such request :
a. Whether this Lease has been supplemented or
amended, and if so, the substance and manner of such
supplement or amendment;
b. The validity and force and effect of this Lease,
in accordance with its tenor as then constituted;
c. The existence of any default known thereunder;
d. The existence of any offsets, counterclaims, or
defenses thereto known by such other party; and
e. The commencement and expiration dates of the term
of this Lease.
Any such certificate may be relied on by the party who
requested it and any other person, firm, or corporation to whom
it may be exhibited or delivered, and the contents of such
certificate shall be binding on the party executing it.
50 . SHORT-FORM RECORDABLE LEASE. The parties will at any
time, at the request of either one, promptly execute duplicate
originals of an instrument, in recordable form, which will
constitute a short form of this Lease, setting forth a
description of the Premises, the term of this Lease, and options
330079.7 3 3
• - ��e� l3�(�
to renew, and any other portions hereof, excepting the Rent
provisions, as either party may request .
51 . FEDERAL INCOME TAX DEDUCTIONS . Only the Lessee shall
have the right to take deductions on its tax returns with respect
to such buildings, structures, improvements, changes, altera-
tions, repairs, additions, and installations and the depreciation
or amortization thereof; provided, however, that Lessor makes no
representations or warranties as to the amount of any taxes or
deductions or the treatment of any particular tax item.
52 . BROKERAGE FEES . Each party hereto warrants that it has
not incurred any real estate brokerage fees, finders ' fees, loan
brokerage fees, or any other fees to any third party in
connection with this Lease, and in the event that any third party
institutes legal action in an effort to recover such fees, the
parties shall jointly defend such action. If a judgment is
obtained against the parties jointly, the party responsible for
breach of this warranty shall reimburse the other for the
latter' s attorneys ' fees, court costs, expenses, and share of the
judgment .
53 . COMPLIANCE WITH G.O. COMPLIANCE LEGISLATION AND THE
CONII�II S S IONER' S ORDER.
a. Lessee acknowledges and agrees that the Premises
are "state bond financed property" , as such term is used in
the Compliance Legislation and Commissioner� s Order, and
that therefore, the provisions contained in such statute and
order apply to the Premises and this Lease.
b. For purposes of this Section 53, the following
capitalized terms shall have the following meanings :
Code: the Internal Revenue Code of 1986, as amended.
Grant Financed Facilities : that portion of the Premises
financed by the Grant based on any reasonable allocation
consistently applied.
Non-Exempt Person: any person other than a Tax Exempt
Organization.
Tax Exempt Organization: either (i) a governmental unit,
within the meaning of Section 103 of the Code; or (ii) an
organization described in Section 501 (c) (3) of the Code.
c. In order to preserve the tax exempt status of the G.O.
Bonds, Lessee agrees as follows:
330079.7 3 4
� . �(�V137�,
1) It will maintain its status as a Tax Exempt
Organization within the meaning of Section 501 (c) (3) of
the Code, exempt from taxation under Section 501 (a) of
the` Code, and with respect to the Grant Financed
Facilities will not engage in any unrelated trade or
business under Section 513 (a) of the Code without
regard to whether it is subject to a tax under Section
511 of the Code to any extent that would affect the tax
exempt status of the G.O. Bonds; the Lessee is not a
"private foundation" as defined in Section 509 (a) of
the Code, and the Lessee is now and shall be at all
times during the term of this Lease a "501 (c) (3)
organization" within the meaning of Section 145 (a) of
the Code;
2) Less than three percent (3�) of the Grant will be used
to provide property used either (i) by a Tax Exempt
Organization in an activity that constitutes an
unrelated trade or business of such organization under
Section 513 (a) of the Code, or (ii) in a trade or
business by a Nonexempt Person (within the meaning of
Section 141 of the Code) ;
3) None of the proceeds of the Grant will be used to
finance costs other than the costs of depreciable
property;
4) No portion of the proceeds of the Grant will be used to
provide any of the following facilities or facilities
related or incidental thereto: any airplane, skybox,
private luxury box, facility used for gambling, or
store the principal business of which is the sale of
alcoholic beverages for consumption off premises or any
existing residential rental property;
5) The amount of the Grant (when increased by the
outstanding tax exempt "qualified 501 (c) (3) bonds" ,
other than ��qualified hospital bonds" , allocated to the
Lessee or any organization with which the Lessee is
under common management or control, or any other test
period beneficiary, determined in accordance with
Section 145 (b) of the Code, does not and will not
exceed for each such test period beneficiary
$150, 000, 000;
6) It will not otherwise knowingly use the Grant or take
any action that would adversely affect the exemption
from federal income taxation of the G.O. Bonds, nor
otherwise knowingly omit, take or cause to be taken any
330079.7 3 5
. , R(�-i 3��
action necessary to maintain such tax exempt status,
and if it should take, permit, omit to be taken, as
appropriate , any such action, it shall, upon the
request of the Commissioner of Finance of the State of
Minnesota, take all lawful actions necessary to rescind
or correct such actions or omissions;
7) The Lessee need not comply with any of the provisions
of subparagraph (c) above if it receives an opinion of
bond counsel acceptable to the State that compliance is
not necessary to preserve the tax exempt status of the
G. 0. Bonds.
54 . LISTING OF JOBS .
Lessee shall, for one year from the date hereof, list any
vacant or new positions it may have with job services of the
Commissioner of Economic Security for the State of Minnesota, or
the local service units, as required by Minn. Stat. , §268 . 66,
Subd. 1 (1994) as such may subsequently be amended, modified or
replaced.
55 . RECORD KEEPING AND REPORTING. Lessee shall maintain
books, records, documents, and other evidence pertaining to the
costs or expenses associated with the improvement of the
premises, and compliance with the requirements contained in this
Lease and the Grant Agreement, and shall, upon ten day' s prior
written request, allow the Lessor, State, and either the
Legislative Auditor or State Auditor for the State of Minnesota,
whichever is applicable, to inspect, audit, copy, or abstract,
any and all of its books, records, papers, or other documents
relevant to this Lease or Grant to Lessor. Lessee shall use
generally accepted accounting principles in the maintenance of
such books and records, and shall retain all of such books,
records, documents and other evidence for a period of five (5)
years from the date, such books, records, documents and other
evidence are created.
The Lessor agrees to protect such information as non-public
or trade secret information to the extent such protection is
available under Minnesota Statutes, Chapter 13 . Nothing herein
shall be construed to require the Lessor to incur any costs or
expenses in complying with this provision unless the Lessee
agrees in advance to pay or reimburse the Lessor for any costs
and expenses incurred by the Lessor in complying with this
agreement .
56 . NON-DISCRIMINATION. Lessee agrees not to engage in
unlawful discriminatory practices with respect to the Premises,
and it shall, with respect thereto, fully comply with all
330079.7 3 6
. , �t�- � 3�4
applicable provisions in Minn. Stat . §§ 363 . 03 and 181 . 59 (1994) ,
as such may be amended, modified or replaced.
57 . WORKER� S COMPENSATION. Lessee agrees to fully comply
with all applicable provisions relating to worker� s compensation
contained in Minn. Stat . §§ 176 . 181 Subd. 1, and 176 .182 (1994) ,
as such may be amended, modified or replaced, with respect to the
Premises .
58 . PREVAILING WAGE. SMM agrees to comply with the
applicable provisions of Minn. Stat . , Chapter 177, including, but
not limited to §§ 177 .41 - 177 .43 as amended from time to time.
59 . REVIEW OF PLANS AND COST ESTIMATES . Lessee agrees, in
addition to complying with the requirements of the Development
Agreement relating to approval of the Design Drawings and desired
changes thereto, Lessee shall comply with all the applicable
provisions and requirements contained in Minn. Stat . § 16B.335
(1994) , as such may be amended, modified or replaced, for the SNIl�I
Improvements, and in accordance therewith, Lessee agrees to
comply with the following provisions and requirements .
a. Lessor acknowledges that Lessee has obtained
approval from the State of Minnesota of Lessee' s pre-design
package. Lessee acknowledges that any changes to such pre-
design package must be submitted and consented to by the
Commissioner of Administration for the State of Minnesota.
Lessee shall provide any and all other information which
Lessor or the State may request in order for Lessor or the
State to determine that the SMM Improvements will comply
with the provisions and requirements contained in Minn.
Stat . §16B.335, as such may be amended, modified or
replaced.
b. If the Project involves a construction of new
building, substantial alteration of the exterior dimensions
or interior configuration of an existing building, or the
acquisition of land, then Lessee will prepare a program plan
and cost estimates for all elements necessary to complete
the SNIl�! Improvements other than the Ramp (hereinafter in
this Section 59 the "Museum") , and present them to Lessor
and the Chairs of the Minnesota State Senate Fiance
committee and House Ways and Means Committee. Such program
plan and cost estimates must note any significant changes in
the work to be performed on the Museum, or in its costs,
which have arisen since the appropriation for the Museum was
enacted.
c. Any material change from such pre-design package
referred to in subsection a hereinabove or the program plan
330079.7 3 7
. . �(� �-«��
. .
and cost estimates referred to in subsection b hereinabove,
must be submitted to the Commissioner of Administration for
the State of Minnesota for recommendation.
d. Prior to initiation of the Project, Lessee shall
notify Lessor and the Chairs of the Minnesota State Senate
Finance Committee and House Ways and Means Committee that
the Project is ready to begin.
e. The Project must be (i) completed in accordance
with the pre-design package referred to in subsection a
hereinabove and the program plan and cost estimates referred
to in subsection b hereinabove, (ii) completed in accordance
with the time schedule contained in the pre-design package
referred to in subsection a hereinabove and the program plan
referred to in subsection b hereinabove, and (iii) completed
within the budgets contained in the pre-design package
referred to in subsection a hereinabove and the cost
estimates referred to in subsection b hereinabove except as
amended by the Lessee from time to time, which amendments
are approved by the State.
f . The proceeds of the Grant provided to Lessor
relative to this Project will not be disbursed until the
pre-designed package referred to in subsection a hereinabove
has been reviewed by and received a favorable recommendation
from, the Commissioner of Administration for the State of
Minnesota and the program plan and cost estimates referred
to in subsection b hereinabove have received a favorable
recommendation from by the Chairs of the Minnesota State
Finance Committee and House Ways and Means Committee.
60 . HAZARDOUS WASTE POLLUTION AND CONTAMINANTS .
a. For purposes of this Section 60, the following
defined terms shall have the following meanings :
(1) Hazardous Substance means asbestos,
ureaformaldehyde, polychlorinated biphenyls ("PCBs") ,
nuclear fuel or material, chemical waste, radioactive
material, explosives, known carcinogens, petroleum
products and by-products and other dangerous, toxic or
hazardous pollutants, contaminants, chemicals,
materials or substances listed or identified in, or
regulated by, any Environmental Law;
(2) Environmental Laws means the Comprehensive
Environmental Response, Compensation and Liability Act,
42 U.S .C. §9601 et s�. , the Resource Conservation and
Recovery Act, 42 U.S .C. §6901 et s�. , the Hazardous
330079.7 3 8
� . �-���
Materials Transportation Act, §1802 et s�. , the
Federal Water Pollution Control Act, 33 U.S .C. §1251 et
seg, the Clean Air Act, 33 U.S .C. §1321 et se�. , the
Clean Air Act, 42 U.S .C. §7401 et secr. , the Minnesota
Environmental Response and Liability Act, Minn. Stat .
Ch. 115B, the Minnesota Petroleum Tank Release Cleanup
Act, Minn. Stat . Ch. 115C, and any other federal,
state, county, municipal, local or other statute, law
relating to Hazardous Substances;
b. Lessee agrees to comply with all Environmental
Laws applicable to the Premises . Except as otherwise
provided in Section 7 . 1 of the Development Agreement, Lessee
shall bear all costs and expenses arising from compliance
with all Environmental Laws . If Lessee fails to comply with
any Environmental Laws, Lessor shall have the right, but not
the obligation, to undertake such compliance and charge
Lessee the costs of compliance plus interest at the rate of
ten percent per annum accruing from the date of disbursement
and also with reasonable attorney fees .
c. Lessee agrees to defend, indemnify and hold
harmless the Lessor, its officers, employees and agents
(hereinafter collectively referred to as the "Indemnitees")
from and against and shall reimburse each such Indemnitee
for any and all loss, claim, liability, damage, judgment,
penalty, injunctive relief, injury to person, property or
natural resources, cost, expense, action or cause of action
arising in connection with or as the result of the
existence, use, handling, storage, transportation,
manufacture, release or disposal of any Hazardous Substance
in, on or under the Premises, whether foreseeable or
unforeseeable, regardless of the source, the time of
occurrence or the time of discovery (hereinafter
collectively referred to as "Loss") . The foregoing
indemnification against Loss includes, without limitation,
indemnification against all costs in law or in equity of
removal, response, investigation, or remediation of any
kind, and disposal of such Hazardous Substances, all costs
of determining whether the Premises are in compliance with,
and of causing the Premises to be in compliance with, all
applicable Environmental Laws, all costs associated with
claims for damages to persons, property, or natural
resources, and the Indemnitees' reasonable consultants '
fees, court costs and expenses incurred in connection with
any thereof .
d. The obligations of Lessee to indemnify the
Indemnitees shall survive expiration or termination of this
Lease and/or the Development Agreement . The rights of the
330079.7 3 9
. . q�,i�-��
Indemnitees hereunder shall be in addition to any other
rights or remedies which the Indemnitees may have against
the Lessee under this Lease, the Development Agreement, or
any other document, or at law or in equity.
e. Notwithstanding anything in this Lease to the
contrary, the indemnity provided for in this Section 60
shall only apply to any Loss incurred by the Indemnitees as
a result of Hazardous Substances introduced in, on, or under
the Premises after the date of the Lease.
61 . WAIVER OF SUBROGATION. Lessor and Lessee, on behalf
of themselves and each of their respective insurers, hereby waive
all claims and rights of recovery against the other which they
would, but for this Section, have to the other for losses
occurring to the Premises and to the improvements, betterments,
trade fixtures, equipment, personal property and other property
located therein or thereupon:
a. to the extent actually covered by insurance
required to be carried by the party waiving; or
b. to the extent actually covered by any other
insurance being carried by the party waiving at the time of
such occurrence.
62 . WAIVER OF CERTAIN DAMAGES . IN CONSIDER.ATION OF
ENTERING INTO THIS LEASE, LESSOR AND LESSSE BEREBY WAIVE AND
FORE'VER GIVE IIP ANY RIGHT TO CLAIM OR RECOVER DAMAGES FOR LOST
INCOME OR PROFITS AS A RESIILT OF ANY BREACB OF THIS LEASE OR ANY
DOC[TMENTS OR AGREED�iTS REFERRED TO HEREIN Tn1SICH ARISE OIIT OF AN
EVENT OCC[JRRING PRIOR TO THE OPENING OF T8E S�'! IMPROVEMENTS TO
THE PIIBLIC EVEN IF SIICS OPENING IS DELAYED AS A RESIILT OF ANY
SIICH BRSACH. TIiE AGREEMENTS AND WAIVERS SET FORTH BEREIN SHALL
SURVIVS TSI's 13XPIRATION OR TERMINATION OF THIS LEASE.
IN WITNESS WHEREOF, the parties hereto have executed this
Lease the day and year first above written.
Lessee' s address : THE SCIENCE MUSEUM OF
MINNESOTA
120 West Kellogg Blvd.
Saint Paul, MN 55102
By
Its
By
Its
330079.7 4 0
� � ��C�� ���
Lessor� s address : CITY OF SAINT PAUL, MINNESOTA
13th Floor, City Hall Annex
25 West 4th Street
Saint Paul, NIl�T 55102 By
Its Mayor
Approved as to form:
By
Its City Clerk
Assistant City Attorney
By
Its Director of Finance and
Management Services
330079.7 4 1
t • �(.Q-���1�
STATE OF MINNESOTA )
) ss .
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me
this day of , 1996, by
and , the and
of The Science Museum of Minnesota, a Minnesota non-profit
corporation, on behalf of the corporation.
Notary Public
330079.7 4 2
. . �(.e-1���
. �
STATE OF MINNESOTA )
) ss.
COUNTY OF R.AMSEY )
The foregoing instrument was acknowledged before me this
day of , 1996, by
,
, and , the Mayor,
City Clerk, and Director of Finance and Management Services,
respectively, of the City of Saint Paul, Minnesota, a Minnesota
municipal corporation, on behalf of the corporation.
Notary Public
330079.7 4 3
� . ��_��-��
.
Approved as to form:
COMMISSIONER OF FINANCE FOR THE STATE OF MINNESOTA:
By:
Title.
330079.7 4 4
i.. y ��_I���
�
EXHIBIT A
Legal Description of the Premises
330079.7
,. . .
�-�3��p
�
EXHIBIT B
[Grant Agreement)
330079.7
,. . .. �t�-���.(�
. .
EXHIBIT C
PERCENTAGE
SOURCES OF PROJECT FUNDS AMOUNT ALLOCATION
City of Saint Paul $ %
State of Minnesota $ g
Science Museum of Minnesota $ %
TOTAL $ 100%
330079.7
,. ,.
. •
�:��13��
EXHIBIT D
Legal Description of
Plastics Parcel
330079.7
r • � A 2 'n
_' l�V'
� M
EXHIBIT E
Lessor 20%
Lessee 800
330079.7
*��
t R �`°--'� �p���'�
i � a�� � 3�1�
Draft Dated November 4, 1996
L E A S E
(Ramp)
THIS LEASE is entered into this day of ,
199 , between the CITY OF SAINT PAUL, MINNESOTA, a Minnesota
municipal corporation (the "Lessor�� or ��City") , and THE SCIENCE
MUSEUM OF MINNESOTA, a Minnesota non-profit corporation (the
"Lessee") .
1 . PURPOSE. The Lessor believes that it serves the public
interest of the City to promote and provide for facilities for
recreation, public educational and cultural activities in the
City. The Lessor believes that a science museum furthers that
public purpose, and that convenient parking for such museum is
important to the museum' s success . This Lease is being entered
into in accordance with that certain Development Agreement
between Lessor and Lessee dated , 1996 (the
"Development Agreement") . All capitalized terms that are not
defined herein shall have the meaning ascribed to those terms in
the Development Agreement .
2 . DEMISE AND DESCRIPTION OF PREMISES . In consideration
of the rents, mutual promises, and covenants contained herein,
the Lessor hereby leases to the Lessee, and the Lessee hereby
leases from the Lessor, those certain parcels of real property
legally described on Exhibit A attached hereto (the "Premises" ) ,
together with all improvements on the Premises, all located in
the City of Saint Paul, Minnesota. The Premises are leased to
Lessee on an AS-IS basis and Lessee acknowledges that Lessor has
made no representations or warranties as to the condition,
quality, buildability or suitability for development of the
Premises .
Lessor acknowledges that Lessee intends to lease from Lessor
by separate lease (the ��Museum Lease") entered into
simultaneously with this Lease certain real property adjacent to
the Premises (the "Museum Parcel") on which Lessee intends to
construct a science museum of at least 300, 000 square feet (the
"Museum") .
In the event that Lessee desires to place a mortgage against
its interest in the Premises, Lessee agrees to be responsible for
Lessor� s cost of preparing, and agrees to join in and be bound
by, a declaration of easements (the "City Declaration" ) to be
recorded against both the Museum Parcel and the Premises prior to
placement of the mortgage creating reciprocal easements for
access, repair, maintenance, utilities, support, ingress and
egress, and such other matters reasonably determined by Lessor to
334014.4
� ► �C�-1��(.P
r i
be necessary or appropriate and reasonably acceptable to Lessee
and any mortgagee of the Ramp; and which declaration shall also
allocate responsibility for repair and replacement of common
areas, party walls and other joint, contiguous or overlapping
structural or operational areas . Additionally, Lessee will
expressly assume and agree to be bound by and to perform all
obligations of the owner of the Premises which are set forth in
the City Declaration.
3 . TERM AND OPTIONS TO RENEW. The initial term of this
Lease shall be for twenty (20) years, commencing on the date of
this Agreement and ending , unless sooner
terminated as hereinafter provided. Notwithstanding the
foregoing sentence, in the event that Lessee completes
construction of the Museum and the Ramp as required by the Lease
and the Development Agreement, then Lessor and Lessee agree,
promptly after substantial completion of the SMM Improvements, to
amend this Lease to increase the ending date of the initial term
to that date which is thirty (30) years from the date of this
Lease. As used herein the expression "term" refers to such
initial term and to any renewal thereof as hereinafter provided.
Lessee acknowledges that prior to said completion of the Museum
and the Ramp the term of this Lease is less than the term which
gives Lessee the right of redemption after lease termination
provided in Subdivision 2 of Minn. Stat . § 504 . 02 .
The Lessor grants to the Lessee, subject to the conditions
set forth below, the right and option to renew this Lease for
four successive periods of twenty (20) years each, unless
terminated as hereinafter provided, subject to and on all of the
terms and conditions contained herein. These options shall be
exercised by the Lessee by a written notice of intent to renew by
the Lessee in the year prior to each renewal year. In no event
shall the Lessee be entitled to renew the term hereof, or any
renewal term, even though such notice is timely given, if either
(i) the Lease has been terminated, or (.ii) an Event of Default
has occurred and is continuing as of the date of the expiration
of the initial term hereof, or the then applicable renewal term.
Lessee' s right to exercise the second and subsequent renewal
terms is further conditioned upon Lessee having properly
exercised the next previous renewal term.
Notwithstanding any other provision of this Section 3 to the
contrary, Lessee shall not have the right to exercise any of the
renewal rights set forth herein unless Lessee simultaneously
exercises its renewal rights under the Museum Lease provided,
however, that in the event that Lessee has granted a mortgage on
its leasehold interest in accordance with Section 13 hereof, and
there are no uncured Events of Default under this Lease, then the
Lessee may renew this Lease, irrespective of whether it has
334014.4 2
t r q�- i3��
,
�
exercised its renewal rights under the Museum Lease, by delivery
directly to the Lessor of written notice to renew at least one
year prior to the expiration of the initial term or any
applicable renewal term.
In addition, the term of this Lease may also be renewed in
the event the (i) Lessee has granted a mortgage on its
leaseholder interest in accordance with Section 13 hereof, (ii)
Lessee is in default under the Mortgage or the mortgagee has
foreclosed on, or is in the process of foreclosing on, Lessee' s
leasehold interest in the Premises, and (iii) there are no
uncured Events of Default under this Lease. In such event said
mortgagee or purchaser at a foreclosure sale shall have the right
to renew this Lease by delivery directly to Lessor of written
notice of intent to renew at least 60 days prior to the
expiration of the initial term or any applicable renewal term and
said mortgagee' s or purchaser' s right to renew shall not be
conditioned on, or tied to, any renewal of the Museum Lease.
4 . RENT. No rent is required to be paid to the Lessor by
the Lessee for the initial term and any renewal term provided,
however, that anything else contained herein or elsewhere
notwithstanding, it is the intention of the parties that this
Lease is a complete "net" lease and that all costs and expenses,
of. any nature or kind whatsoever, attributable to the Premises or
Lessee' s use thereof during the term hereof, or any renewal term,
shall be the sole responsibility of the Lessee, and the Lessor
shall not have any liability therefor, provided that damage to
persons or property shall be governed by Section 20 hereof .
5 . PAYMENT OF ASSESSMENTS .
a. Taxes as Additional Rental . As "Additional Rent"
hereunder, the Lessee shall pay and discharge as they become
due, promptly and before delinquency, all real estate taxes,
assessments, rates, charges, license fees, municipal liens,
levies, excises, or imposts, whether general or special or
ordinary or extraordinary, of every name, nature, and kind
whatsoever, including all governmental charges of whatsoever
name, nature, and kind which shall be levied, assessed,
charged, or imposed or which may become a lien or charge on
or against the Premises or any part thereof, the leasehold
of the Lessee herein, any building or buildings, or any
other improvements now or hereafter thereon or on or against
the Lessee' s estate hereby created which may be a subject of
taxation, during the entire term hereof, including any
renewal term, excepting only those taxes hereinafter
specifically excepted in subsection c.
334014.4 3
� � �� - i���
,
b. Assessments Affecting Improvements . Specifically,
but without any way limiting the generality of the require-
ments of subsection a. , the Lessee shall pay all special
assessments and levies or charges made by any municipal or
political subdivision for local improvements and may pay
them in cash as they shall fall due and before they shall
become delinquent, or in installments each year as assessed
by any such municipal or political subdivision. If, by
making any such election to pay in installments, any such
installments shall be payable after the termination of this
Lease or any extended term thereof, such unpaid installments
shall be prorated as of the date of termination, and amounts
payable after such date shall be paid by the Lessor. All of
the taxes and charges under this section shall be prorated
at the commencement and expiration of the term hereof .
c. Taxes Excepted. Anything in this section to the
contrary notwithstanding, the Lessee shall not be required
to pay any estate, gift, inheritance, succession, franchise,
income, or excess profits taxes which may be payable by the
Lessor or by the Lessor� s legal representatives, successors,
or assigns, nor shall the Lessee be required to pay any tax
that might become due on account of ownership of property
other than the Premises which may become a lien on the
Premises or collectible out of the Premises .
d. Contesting Taxes . If the Lessee shall in good
faith desire to contest the validity or amount of any tax,
assessment, levy, or other governmental charge herein agreed
to be paid by the Lessee, the Lessee shall be permitted to
do so and to defer payment of such tax or charge, the
validity or amount of which the Lessee is so contesting,
until final determination of the consent, on giving to the
Lessor written notice thereof prior to the commencement of
any such contest, provided, however, that Lessee shall be
absolutely obligated to pay such tax or charge no later than
30 days before such unpaid tax or charge will result in a
forfeiture of the Premises or any part thereof . If Lessee
does undertake any such contest it shall diligently pursue
such contest to completion.
e. Disposition of Rebates . All rebates on account of
any such taxes, rates, levies, charges, or assessments
required to be paid and paid by the Lessee under the
provisions hereof shall belong to the Lessee, and the Lessor
will on the request of Lessee execute any receipts, assign-
ments, or other acquittances that may be necessary on the
Premises in order to secure rebates that may be received by
the Lessor.
334014.4 '4
Y T q`Q,r I 3��
�
f . Lessor' s Right to Pay Taxes on Behalf of Lessee.
In the event the Lessee shall fail to comply with the
preceding terms of this section, the Lessor may, but shall
not be obligated to, pay any such taxes or assessments and
charge it, plus interest on such amount at a rate of 10�
from the date paid by Lessor, as Rent immediately due and
payable.
g. Receipts . The Lessee shall at the request of
Lessor obtain and deliver to the Lessor receipts or
duplicate receipts for all taxes, assessments, and other
items required hereunder to be paid by the Lessee, promptly
on payment thereof .
h. Acknowledgement. Lessee acknowledges that Lessor
has made no representations or warranties of any kind with
respect to the amount of any real estate taxes, special
assessments or other charges which may be levied against the
Premises throughout the initial term, or any renewal term,
of this Lease. Lessor agrees to cooperate with Lessee in
the taking of any reasonable action determined by Lessee to
be necessary to obtain or maintain tax exempt status for
Lessee' s use of the Premises provided, however, that Lessee
shall be responsible for all actual and out of pocket costs
and expenses incurred by Lessor in connection with such
cooperation.
6 . PAYMENT OF UTILITIES. As Additional Rent, the Lessee
shall fully and promptly pay for all water, gas, heat, light,
power, telecommunications and all other utilities of every kind
furnished to the Premises throughout the term hereof, and the
Lessor shall have no responsibility of any kind for any thereof .
7 . LESSEE REPRESENTATIONS. WARRANTIES AND COVENANTS .
Lessee covenants with and warrants and represents to Lessor as
follows :
a. It has legal authority to enter into, execute, and
deliver this Lease, and that it has taken all corporate and
other actions necessary and incident to its execution and
delivery of such documents .
b. It will comply with all of the terms, conditions,
covenants, requirements, and/or warranties in this Agreement
at all times during the term hereof .
c. It has made no material false statement, or
material misstatement of fact, in connection with its
receipt of this Lease, and all of the information previously
submitted to Lessor, or to be submitted to the Lessor in the
334014.4 5
Y . °l(�- �3��
�
.
future, relating to this Lease, is and will be true,
complete and correct by Lessee in all material respects .
d. The execution and delivery of this Lease by Lessee
will not constitute a violation of any provisions of its
Articles of Incorporation or By-Laws, or of the laws of the
State of Minnesota, and there are no actions, suits, or
proceedings pending, or to its knowledge threatened, before
or by any judicial body or governmental authority against or
affecting it relating to the Premises, and it is not in
default with respect to any order, writ, injunction, decree,
or demand of any court or any governmental authority which
would impair its ability to enter into this Lease, or to
perform any of the acts required of it in this Lease.
e. Neither the execution or delivery of this Lease,
nor compliance with any of the terms, conditions,
requirements, or provisions contained herein, is prevented
by, is a breach of, or will result in a breach of any term,
condition, or provision of any agreement or document to
which it is now a party, or by which it, or any of its
properties, is bound.
f . Subject to Unavoidable Delays (as defined in the
Development Agreement) , and the conditions precedent set
forth in Section 4 .10 of the Development Agreement which are
specifically incorporated herein by reference, by no later
than the Completion Date, the improvements on the Premises
will be substantially constructed in such a manner as will
allow the Premises to be operated as a public parking ramp
containing at least 700 stalls.
g. The Premises and the contemplated use thereof will
not violate in any material respect any applicable zoning or
use statute, ordinance, building code, rule or regulation,
or any covenant or agreement of record, relating to the
Premises .
h. The construction of the improvements on the
Premises will be performed in material compliance with all
applicable laws, statutes, rules, ordinances, and
regulations, including but not limited to building code,
disability, access, zoning, air quality, pollution control,
recyclable materials, and prevailing wage requirements as
issued by any federal, state, or local political
subdivisions having jurisdiction over the Premises .
i . All applicable licenses, permits, and bonds
required for the construction of the improvements on the
Premises shall be obtained.
334074.4 6
, . 9�- ►3��
,
,
j . It shall furnish satisfactory evidence regarding
the representations, warranties and covenants contained
herein as may be required by Lessor and requested in writing
from time to time.
8 . LESSOR REPRESENTATIONS, WARR.ANTIES AND COVENANTS .
Lessor covenants with and warrants and represents to Lessee as
follows :
a. It has legal authority to enter into, execute, and
deliver this Lease, and that it has taken all official and
other actions necessary and incident to its execution and
delivery of such documents .
b. It will comply with all of the terms, conditions,
covenants, requirements, and/or warranties in this Agreement
applicable to Lessor, at all times during the term hereof.
c. The execution and delivery of this Lease by Lessor
will not constitute a violation of any provisions of its
charter, or of the laws of the State of Minnesota, and there
are no actions, suits, or proceedings pending, or to its
knowledge threatened, before or by any judicial body or
governmental authority against or affecting it relating to
the Premises, and it is not in default with respect to any
order, writ, injunction, decree, or demand of any court or
any governmental authority which would impair its ability to
enter into this Lease, or to perform any of the acts
required of it in this Lease.
d. Neither the execution or delivery of this Lease,
nor compliance with any of the terms, conditions,
requirements, or provisions contained herein, is prevented
by, is a breach of, or will result in a breach of any term,
condition, or provision of any agreement or document to
which it is now a party, or by which it, or any of its
properties, is bound.
e. It has made no material false statement, or
material misstatement of fact, in connection with its
execution of this Lease, and all of the information
previously submitted to Lessee, or to be submitted to the
Lessee in the future, relating to this Lease, is and will be
true, complete and correct by Lessor in all material
respects .
9 . WARR.ANTIES OF TITLE AND OUIET POSSESSION. The Lessor
covenants that the Lessor is seized of the Premises in fee simple
and has full right to make this Lease subject to the terms
hereof, and, assuming the Lessee fully performs as required by
334014.4 7
, . °Il�- l 3�1�
�
this Lease, the Lessee shall have quiet and peaceable possession
of the Premises during the term hereof as against the acts of all
parties claiming title to or a right to the possession of the
premises, with the exception, however, of the following:
a. Easements, covenants, conditions, restrictions,
and limitations, if any, now appearing of record;
b. Reservation of any minerals or mineral rights
reserved to the State of Minnesota;
c. Building and zoning laws, ordinances, and state
and federal regulations;
d. Any defects which may be disclosed by an accurate
survey [or if a survey has been obtained at the time of
execution delete this language and refer to specific survey
matters] ; and
e. Any liens or other encumbrances created by the
Lessee.
10 . USE OF PREMISES. Subject to the other terms and
provisions contained herein, the Lessee shall be permitted to use
the Premises only for the construction, operation and maintenance
of a public parking ramp. No use shall be made or shall be
permitted to be made of the Premises or no acts shall be done
which will cause a cancellation of any insurance policy covering
any building located on the Premises, or any part thereof . The
Lessee shall, at its sole cost, comply with all requirements
pertaining to the Premises of any insurance organization or
company necessary for the maintenance of insurance, as herein
provided, covering any building and appurtenances at any time
located on the Premises .
Furthermore, during the term of this Lease, the Lessee shall
comply with all applicable laws affecting the Premises if either:
a) the breach of such laws might result in any penalty on the
Lessor or the forfeiture of the Lessor� s title to the Premises or
b) the breach of which would have an adverse effect on public
health or safety. The Lessee shall not commit or allow to be
committed any waste of or nuisance on the Premises . The
restrictions on use contained in this Section 10 are in addition
to the special use provisions contained in Section 38 hereof .
il. ABANDONMENT OF PREMISES . If the Lessee shall abandon,
vacate, or surrender the Premises or shall be dispossessed by
process of law, or otherwise, any personal property belonging to
the Lessee and left on the Premises shall be deemed to be
abandoned, at the option of the Lessor.
334014.4 8
, . ��-i 3--��
,
12 . LESSOR� S RIGHT OF ENTRY. The Lessee shall permit the
Lessor and the agents and employees of the Lessor to enter into
and on the Premises at all reasonable times during business hours
and with at least five days' written notice for the purpose of
inspecting them or for the purpose of posting notices of
nonresponsibility for alterations, additions, or repairs, without
any charge to Lessor and without any liability to the Lessor for
any loss of occupation or quiet enjoyment of the Premises thereby
occasioned.
13 . ENCUMBRANCE OF LESSEE' S LEASEHOLD INTEREST. The Lessee
may encumber by mortgage or other proper instrument its leasehold
interest in the Premises including all buildings and improvements
placed by the Lessee thereon, as security for any indebtedness of
the Lessee incurred to finance or refinance the improvements and
buildings on the Premises, provided (a) such mortgage contains an
acknowledgement that the mortgagees rights are subject to the
rights of Lessor under this Lease and (b) such mortgage gives
Lessee access to insurance and condemnation proceeds so as to
allow Lessee the right to rebuild or restore any portions of the
Premises destroyed or condemned in the event that Lessor permits
such rebuilding or restoration under the terms of this Lease, and
(c) the proceeds of such mortgage shall be used to reduce the
debt incurred for the SMM Improvements . No such encumbrance, or
any foreclosure, conveyance, or exercise of right by any secured
lender shall relieve the Lessee from its liabilities hereunder,
nor prevent the Lessor from exercising its rights to terminate
the Lease.
If the Lessee shall so encumber its leasehold interest and
if the Lessee or the holder of the indebtedness secured by such
encumbrance shall give notice to the Lessor of the existence
thereof and the address of such holder, then the Lessor will mail
or deliver to such holder at that address a duplicate copy of all
notices in writing which the Lessor may, from time to time, give
to or serve on the Lessee under and pursuant to the terms and
provisions hereof . Such copies shall be mailed or delivered to
such holder at or as near as possible to the same time such
notices are given to or served on the Lessee.
Such holder may, at its option, at any time before the
rights of the Lessee shall be terminated as provided herein, pay
any of the rent due hereunder or pay any taxes and assessments or
do any other act or thing required of the Lessee by the terms
hereof or do any act or thing that may be necessary and proper to
be done in the observance of the covenants and conditions hereof
or to prevent the termination hereof . Al1 payments so made, and
all things so done and performed by such holder, if done prior to
the rights of Lessee having been terminated, shall be as
effective to prevent a termination of the rights of the Lessee
334014.4 9
. . 1(�� 1���
,
�
hereunder as they would have been if done and performed by the
Lessee.
Upon such holder succeeding to the interest of Lessee
hereunder, such holder shall be bound by all terms and conditions
of this Lease, and shall be deemed to have assumed all of
Lessee' s obligations hereunder.
14 . SUBLETTING AND ASSIGNMENTS . The Lessee shall not
assign any of its rights hereunder, or sublet all or any portion
of the Premises, without the Lessor' s prior written consent which
consent may be given or withheld in Lessor' s sole discretion,
provided, however, that Lessee may agree to contract parking for
up to stalls which meets each of the following
conditions :
a. The term of any such contract shall not exceed one
(1) year; and
b. The contract rate shall be the fair market value
of comparable contract parking stalls in the immediate area.
Notwithstanding the foregoing, the Lessee shall be permitted
to mortgage its interest hereunder to any mortgagee, provided
such mortgage is in connection with the Lessee' s financing or
refinancing of the development or improvement of the Premises as
contemplated herein subject to the requirements of Section 13
hereof . On the foreclosure of any such mortgage, the mortgagee
may thereafter assign or transfer its interest in the leasehold
to any other assignee or transferee, provided that any assignee
thereof shall agree to be bound by the terms and conditions of
this Lease. Thereafter, there shall be no other assignments or
transfers of the leasehold interest without the prior written
consent of the Lessor, which consent shall not be unreasonably
withheld. The Lessor' s consent to one assignment or transfer
shall not be deemed to be a consent to any subsequent assignment
or transfer. Any other transfer or assignment without the
Lessor� s consent shall be void and shall at the option of the
Lessor constitute a Default hereunder.
15 . NOTICES . All communications, demands, notices, or
objections permitted or required to be given or served under this
Lease shall be in writing and shall be deemed to have been duly
given or served when delivered in person to the other party or
its authorized agent or two (2) days after being deposited in the
United States mail, postage prepaid, for mailing by certified or
registered mail, return receipt requested, and addressed to the
other party to this Lease, to the address set forth next to such
party' s signature at the end of this Lease, or if to a person not
a party to this Lease, to the address designated by a party to
334014.4 1 0
, . q'(�- ► 3��
, �
this Lease in the foregoing manner. Any party may change its
address by giving notice in writing, stating its new address, to
any other party as provided in the foregoing manner; provided
that the Lessee' s address for notice after it is occupying the
SMM Improvements shall be the SMM Improvements without the need
for notice of change of address . Commencing on the tenth (lOth)
day after the giving of such notice, such newly designated
address shall be such party' s address for the purposes of all
communications, demands, notices, or objections permitted or
required to be given or served under this Lease.
16 . CONSTRUCTION OF INITIAL IMPROVEMENTS . The Lessee shall
construct the SMM Parking Ramp subject to and in accordance with
all terms and conditions of the Development Agreement, this Lease
and in material compliance with all applicable federal, state and
local laws, rules and regulations; and in material compliance
with the terms and conditions of all applicable licenses and
permits . All of such improvements, including any fixtures
related to the operation of any buildings located on the Premises
(but specifically excluding trade fixtures, equipment, and other
personal property of Lessee and leased or rented property or
equipment leased or rented other than pursuant to this Lease and
the Museum Lease) , shall immediately become the property of
Lessor, and Lessee shall have only a leasehold interest therein,
subject to the terms and provisions hereof . Lessee is hereby
authorized by Lessor to provide for the construction and
equipment of the SMM Parking Ramp in accordance with Minnesota
Statutes, §§ 469 .155 (8) and 471.191, and, at the option of
Lessee, with or without compliance with Minnesota Statutes,
§ 471 .345 .
17 . CONSTRUCTION OF ADDITIONAL BUILDINGS AND IMPROVEMENTS .
The Lessee, but only with the prior written approval of the
Lessor which approval may be given or withheld in the sole
discretion of Lessor, shall have the right to make such
alterations, improvements, and changes to any building or
improvement which may from time to time be on the Premises as the
Lessee may deem necessary or to replace any such building or
improvement with a new one. Notwithstanding the preceding
sentence, Lessor agrees that changes to the improvements on the
Premises which do not significantly affect the site plan,
elevations or exterior of the SMM Parking Ramp, do not require
the consent of Lessor. Any new building permitted by Lessor and
constructed by the Lessee on the Premises, and any changes to the
SMM Parking Ramp, shall be constructed in material compliance
. with all applicable federal, state and local laws, rules and
regulations; and in compliance with the terms and conditions of
all applicable licenses and permits; and shall, together with any
fixtures related to the operation of any buildings located on the
Premises (but specifically excluding trade fixtures, equipment,
334014.4 1 1
, � q�.�3-��
.
exhibits and other personal property of the Lessee and leased or
rented property and equipment leased or rented other than
pursuant to this Lease and the Museum Lease) , immediately become
the property of the Lessor, and the Lessee shall have only a
leasehold interest therein, subject to the terms and provisions
contained herein.
18 . REPAIRS AND DESTRUCTION OF IMPROVEMENTS .
a. Maintenance of Improvements . The Lessee shall,
throughout the term of this Lease, at its own cost and
without any expense to the Lessor, keep and maintain the
Premises, including all buildings and improvements of every
kind which may be a part thereof, and all appurtenances
thereto, including public and private sidewalks located
thereon and adjacent thereto, in good, sanitary, lawful, and
neat order, condition and repair and, except as specifically
provided herein, shall restore and rehabilitate any
improvements of any kind which may be destroyed or damaged
by fire, casualty, or any other cause whatsoever. The
Lessor shall not be obligated to make any repairs,
replacements, or renewals of any kind, nature, or
description whatsoever to the Premises or any buildings or
improvements thereon.
b. Damage to and Destruction of Buildings or Improve-
ments. The damage or destruction or partial destruction of
any building or other improvement which is a part of the
Premises shall not release the Lessee from any obligation
hereunder, except as hereinafter expressly provided. In
case of damage to or destruction of such building or
improvement which is not substantial, the Lessee shall at
its own expense promptly repair and restore the same to a
condition as good or better than that which existed prior to
such damage or destruction, and Lessee shall have the right
to any insurance proceeds the premium on which has been paid
by the Lessee, to be used by Lessee to pay the cost of such
repair and restoration. In the case of damage to or
destruction of such building or improvement which is
substantial, Lessee shall at its own expense promptly repair
and restore the same to a condition as good or better than
that which existed prior to such change or destruction,
unless Lessee, in its judgment, determines that it is
inappropriate to rebuild the building or improvements on the
Premises, in which case this Lease and the Lessee' s interest
in the Premises shall be terminated, and the insurance
proceeds shall be paid in accordance with the provisions of
Section 18c. hereof. Notwithstanding the immediately
preceding sentence, in the event that the Museum continues
in operation despite the damage to the SMM Parking Ramp, or
334014.4 1 2
1 f 1�+" � � l
in the event that Lessee determines in accordance with the
Museum Lease to rebuild or restore the Museum, then Lessee
shall be obligated to rebuild the SNIl�I Parking Ramp
regardless of whether the damage to the SMM Parking Ramp is
substantial . In the event that Lessee properly elects not
to rebuild, Lessee shall do so by giving written notice to
Lessor of its determination within 180 days of the damage or
destruction of the buildings or improvements . If Lessee does
not elect to rebuild in accordance with the foregoing
provisions, this Lease shall terminate as of the date
specified in Lessee' s notice to Lessor, and all rent and
other obligations of the Lessee shall terminate on that date
provided, however, that the insurance proceeds shall be
applied in accordance with the provisions of Section 18 .
hereof . No settlement with the insurance company shall be
agreed to by Lessee without the prior written consent of the
Lessor. Except as otherwise provided in this section, and
without limiting such obligations of the Lessee, if Lessee
elects to rebuild, it is agreed that the proceeds of any
insurance covering such damage or destruction shall be paid
to the Lessor and the Lessee, to be held in escrow for such
repair or replacement with a mutually acceptable escrow
agent, to be disbursed in accordance with standard
commercial construction lending conditions customarily
required by institutional lenders .
c. Allocation of Proceeds. In the event that Lessee
properly elects not to rebuild, and in the event that Lessee
has not granted a mortgage on its leasehold interest, then
the proceeds obtained as a result of casualty shall be
divided between Lessor and Lessee in accordance with the
percentages shown on Exhibit B attached hereto. In the
event that Lessee properly elects not to rebuild, and in the
event that Lessee has granted a mortgage on its leasehold
interest, then the proceeds obtained as a result of casualty
shall be allocated as follows :
� (1) first, to Lessor that amount reasonably estimated
by Lessor to either: i) demolish and clear the
Premises, or ii) repair and restore so much of the
improvements to the Premises as can reasonably be
restored to use as a parking ramp and to remove or
secure that portion of the improvements to the
Premises as cannot be so restored,
(2) second, to such mortgagee to pay the outstanding
interest and principal of Lessee' s indebtedness
thereto, and
334014.4 1 3
, , �(��l'��(�
(3) third, the balance to Lessor and Lessee in
accordance with the percentages shown on Exhibit B
attached hereto.
19 . MECHANICS ' LIENS . The Lessee hereby covenants and
agrees that the Lessee will not permit or allow any mechanics ' or
materialmen' s liens to be placed on the Lessor' s interest in the
Premises during the term hereof . Notwithstanding the previous
sentence, however, in the event any such lien shall be so filed
against the Lessor' s interest, the Lessee shall take all steps
necessary to remove it within 120 days of its being filed;
provided, however, that the Lessee may contest any such lien
provided the Lessee first posts a surety bond, letter of credit
or cash with the applicable court sufficient to release the
Premises from such lien, or otherwise protect the Lessor from
foreclosure thereof .
20 . INDEMNIFICATION OF LESSOR.
a. To the fullest extent permitted by law, Lessee
shall, and hereby does, indemnify, save, hold harmless, and
defend Lessor, its officials, employees, representatives and
agents but only when acting in their capacities as such
(collectively, the "Indemnified Party" or ��Indemnified
Parties") , from and against all claims, costs (including
reasonable attorneys fees to the extent provided in clause
(e) below) liabilities, losses or damages suffered or
incurred by any of the Indemnified Parties arising from or
as a result of any loss, injury, death, or damage to persons
or property arising out of the use, possession, construction
of improvements, operation or maintenance of the Premises or
any part thereof, whether such loss, injury, death, or
damage shall be caused by or in any way result from or arise
out of any act, omission, or negligence of Indemnified
Parties .
b. Lessee hereby waives and releases all claims
against the Indemnified Parties for damages to any building
and improvements which are now on or hereafter placed or
built on the Premises and to the property of Lessee in, on,
or about the Premises . The Lessee also agrees that it will
not assert against the Indemnified Parties in any legal
proceeding any claim, cross-claim or third party claim for
which Lessee is obligated under the provisions of this
Section 20 (a) to provide indemnification to the Indemnified
Parties.
c. Notwithstanding the provisions of clauses (a) and
(b) above, the provisions of clause (a) and (b) above of
this Section 20 shall not apply to claims, costs,
334014.4 1 4 �
. , ��� �3��
liabilities, losses or damages which are caused by the gross
negligence or willful or intentional misconduct of the
Indemnified parties . No person or entity other than the
Indemnified Parties shall have any benefit whatsoever from
the agreements contained in clause (a) and (b) above, other
than any indirect benefit accruing as a result of their
status as a taxpayer or resident of the City, and shall not
be deemed to be a third party beneficiary of the agreements
of Lessee contained in clauses (a) and (b) above.
d. Nothing in this Section 20 shall be construed to,
and shall not, expand Lessor' s maximum liability over the
limits set forth in Minnesota Statutes, Chapter 466, as
amended from time to time, or any other or successor law
which has the effect of limiting Lessor' s liability.
e. Promptly after receipt by an Indemnified Party of
notice of the commencement of any action for which Lessee
has indemnified the Indemnified Parties hereunder, the
Indemnified Party will notify Lessee in writing of the
commencement thereof, and, subject to the provisions
hereinafter stated, Lessee shall assume, at its expense, the
defense of such action (including the employment of counsel,
who shall be counsel reasonably satisfactory to the
Indemnified Parties) insofar as such action shall relate to
any alleged liability for which Lessee has indemnified the
Indemnified Parties hereunder. The Indemnified Parties
' shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the
fees and expenses of such counsel shall not be at the
expense of Lessee unless (i) the employment of such counsel
has been specifically authorized by Lessee, or (ii) the
named parties to any such action (including any impleaded
parties) include more than one of the Indemnified Parties
and a conflict of interest among Lessee and Indemnified
Parties exists, and as a result the Lessee and the
Indemnified Parties cannot adequately be represented by the
same counsel . In the case of such a conflict of interest,
Lessee shall not have the right to assume the defense of
such action on behalf of such Indemnified Parties and the
Indemnified Party shall have the right to select separate
counsel, at the expense of the Lessee but subject to the
limitation set forth in the following sentence, to assume
such legal defense and to otherwise participate in the
defense of such action on behalf of the Indemnified Parties.
In connection with any one such action or separate but
substantially arising out of the same general allegations or
circumstances, the Lessee shall not be liable for the fees
and expenses of more than one separate firm of attorneys for
all such Indemnified Parties, which firm shall be reasonably
334014.4 1 5
. , �(.e- 13�i�
acceptable to the Lessee and shall be designated in writing
by the Indemnified Parties . The Lessee shall not be liable
for any settlement of any such action effected without its
written consent . If such action is settled with the written
consent of the Lessee, or if there be a final judgment for
the plaintiff in any such action, with or without the
consent of Lessee, Lessee agrees to indemnify and hold
harmless the Indemnified Parties from and against any loss
or liability by reason of such settlement or judgment, but
only to the extent provided in subparagraph (a) of this
Section 20 . This indemnity includes reimbursement for
expenses reasonably incurred by any of the Indemnified
Parties in investigating the claim and in defending it if
the Lessee declines to assume the defense.
21 . ATTORNEYS' FEES . [Intentionally Omitted]
22 . INSURANCE.
a. Insurance Coverage of Premises . The Lessee shall
at all times during the terms of this Lease and at the
Lessee' s sole expense keep all improvements which are now or
hereafter a part of the Premises insured against "all risks"
for the full insurable value of such improvements, and
during construction of the Ramp ��builders risk�� and standard
fire and extended coverage, with a deductible not to exceed
$100, 000, and with loss payable to the Lessor, the Lessee,
�and any mortgagee as their respective interests may appear.
Any loss adjustment shall require the prior written consent
of the Lessor, the Lessee, and any mortgagee. Lessee shall
be responsible for any insurance deductible.
b. Commercial General Liability Insurance. The
Lessee shall maintain in effect throughout the term of this
Lease, at its own expense, commercial general liability
insurance covering the Premises and its appurtenances and
the sidewalks fronting on the Premises in the amount of at
least Two Million Dollars combined single limit, and
insurance on all boilers and other pressure vessels, fired
or unfired. Such insurance shall : (i) be primary with
respect to Lessor' s insurance or self-insurance; (ii) not
exclude explosion, collapse and underground property damage;
(iii) be written on an "Occurrence" Form policy basis; and
(iv) not contain an "aggregate" policy limit unless
specifically approved in writing by Lessor.
c. Owner' s Protective Policy. Lessee shall, at its
own expense, maintain an Owners' Protective Policy including
blanket contractual liability coverage, personal injury
liability coverage and broad form property damage liability
334014.4 1 6
. � ��,- �3��
endorsement with a combined single limit of not less than
$2, 000, 000 per occurrence. Such insurance shall : (i) name
the City of Saint Paul as the insured; (ii) be primary with
respect to Lessor� s insurance or self-insurance; (iii) not
exclude explosion, collapse and underground property damage;
(iv) be written on an "occurrence" Form policy basis; and
(v) not contain an "aggregate" policy limit unless
specifically approved in writing by Lessor:
d. Automobile Liability Insurance. Lessee shall
maintain Automobile Liability Insurance with a minimum
combined single limit of $1, 000, 000 per occurrence. Such
insurance shall : (i) name the City of Saint Paul as an .
additional insured; (ii) be primary with respect to Lessor' s
insurance or self-insurance; (iii) not exclude explosion,
collapse and underground property damage; (iv) be written on
an "occurrence" Form policy basis; and (v) not contain an
"aggregate" policy limit unless specifically approved in
writing by Lessor.
e. Workers ' Compensation Insurance. Lessee shall
maintain Workers ' Compensation Insurance with not less than
statutory minimum limits; and Employers ' Liability Insurance �
with minimum limits of at least $100, 000 per accident and
with an all states endorsement .
f . Insurance Certificates . Lessee shall supply to
Lessor current insurance certificates for policies required
in this Section. The said certificates shall certify
whether or not the agent has errors and omissions insurance
coverage. At the written request of Lessor, Lessee shall
promptly furnish to lessor all written notices and all paid
premium receipts by Lessee regarding such required
insurance.
g. Additional Required Insurance. The limits cited
under each insurance requirement above establish minimums;
and it is the sole responsibility of the Lessee to purchase
and maintain additional insurance that Lessee may determine
to be necessary in relation to this Lease or its operation
of the Premises .
h. Non-waiver of Statutory Limits . Nothing in this
contract shall constitute a waiver by the Lessor of any
statutory limits or exceptions on liability.
i . Placement of Insurance. Lessee shall place the
insurance with responsible insurance companies authorized
and licensed to do business in the State of Minnesota and
approved by Lessor, and shall deliver copies of the policies
334014.4 1 7
. . q�- i3��
to Lessor on the date of Lessee' s execution of this
agreement . The policies required in this Section shall be
endorsed to indicate that the insurer cannot cancel or
change the insurance without first giving the Lessor thirty
(30) days ' written notice.
j . Lessor' s Right to Pay Premiums on Behalf of
Lessee. The Lessee shall pay all of the premiums therefor
and deliver such policies, or certificates thereof, to the
Lessor. In the event of the failure of the Lessee, either
to effect such insurance in the names called for or to pay
the premiums therefor or to deliver such policies or
certificates thereof to the Lessor, the Lessor shall be
entitled, but shall have no obligation, to effect such
insurance and pay the premiums therefor. Such premiums,
together with interest thereon at the rate of ten percent
per annum accruing from the date of payment by Lessor, shall
be repayable to the Lessor within thirty (30) days after
written notice of the payment of such insurance, and failure
to repay the premiums shall carry with it the same
consequences as failure to pay any installment of Rent .
Each insurer mentioned in this section shall agree, by
endorsement on the policy or policies issued by it, or by
independent instrument furnished to the Lessor, and in form
acceptable to the Lessor, that it will give to the Lessor
thirty (30) days ' written notice before the policy or
policies in question shall be altered or cancelled.
k. Increase in Coveraae. The insurance and the size
of any applicable deductible required to be maintained
pursuant to this Lease shall be subject to review as to its
adequacy by an Independent Insurance Consultant once every
three years beginning in the year 2003 . The Lessee shall
cause such review to be conducted and shall cause such
Consultant to prepare a written report regarding such review
containing such Consultant' s recommendations, if any, for
changes in such insurance. The Lessee shall cause copies of
such report to be delivered promptly to the Lessor and
agrees to follow the recommendations of such Independent
Insurance Consultant to the extent practicable. For
purposes of this subsection K, the term "Independent
Insurance Consultant" means any person who is not an
employee or officer of Lessee, appointed by Lessee,
qualified to survey risks and to recommend insurance
coverage for organizations engaged in like operations to
those of the Lessee and having a favorable reputation for
skill and experience in such surveys and such
recommendations, and who may be a broker or agent with whom
334074.4 1 8
. . qc.�— � 3—��
Lessee transacts business, and reasonably acceptable to
Lessor.
l . Blanket Insurance Policies . Notwithstanding
anything to the contrary contained in this section, the
Lessee' s obligations to carry the insurance provided for
herein may be brought within the coverage of a so-called
blanket policy or policies of insurance carried and
maintained by the Lessee; provided, however, that the
coverage afforded the Lessor will not be reduced or
diminished or otherwise be different from that which would
exist under a separate policy meeting all other requirements
of this Lease by reason of the use of such blanket policy of
insurance.
23 . PROHIBITION OF INVOLUNTARY ASSIGNMENT. Except for
foreclosure of a mortgage permitted by Section 13, neither this
Lease nor the leasehold estate of the Lessee nor any interest of
the Lessee hereunder in the Premises or in any buildings or
improvements thereon shall be subject to involuntary assignment,
transfer, or sale, by operation of law or otherwise, and any such
attempt at involuntary assignment, transfer, or sale shall be
void and of no effect . For purposes of this subsection, the
merger or consolidation of Lessee with any other entity or
entities shall be deemed to be a transfer and prohibited by this
subsection unless either: (i) such merger is with another entity
and Lessee is the survivor and remains exempt from income tax
under § 501 (c) (3) of the Internal Revenue Code of 1986 as amended
(the "Code") ; or (ii) such merger is with another entity which is
exempt from income tax under § 501 (c) (3) of the Code, Lessee is
not the surviving entity, said surviving entity expressly assumes
all obligations of Lessee hereunder, said surviving entity
remains exempt from income tax under §501 (c) (3) of the Code, and
said surviving entity has comparable or higher "net worth�� (or
its equivalent under accounting principles applicable to Section
501 (1) (3) organizations) as Lessee has on the date hereof .
The occurrence of any involuntary assignment prohibited by
the provisions of this Section 23 shall be deemed to constitute a
Default under Section 24 hereof, and upon the expiration of any
applicable cure period contained in Section 25 hereof, the Lessor
shall be entitled to exercise all remedies set forth in this
Lease, subject, however, to the provisions of Section 28 hereof .
24 . EVENTS OF DEFAULT. Any of the following events shall
constitute a "Default" under this Lease:
a. If the SMM Parking Ramp is not completed by the
Completion Date substantially in accordance with the plans
and specifications; or
334014.4 1 9
. . q�- ,3-��
b. Subject to any payments being contested in good
faith, if the Lessee fails to fully and completely pay all
sums lawfully owing for the completion of the SPM�I Parking
Ramp in accordance with the plans and specifications; or
c. If, without the written consent of the Lessor, any
part of the SMM Parking Ramp ceases to be used as a public
parking ramp.
d. If the event set forth in Section 23 hereof
occurs; or
e. If, without the written consent of Lessor, and
except for the permitted encumbrances identified on Exhibit
A attached hereto, and except as allowed under Sections 13
or 14 hereof, Lessee sells, transfers, leases, encumbers, or
otherwise conveys, in any way or manner, whether voluntary
or involuntary, or by action of law, all of any part of its
interest in the Premises, or amends or modifies any
agreement relating to such sale which had previously been so
consented to and approved by Lessor; or
f . If the Lessee fails to continuously maintain the
insurance required by Section 22 of this Lease; or
g. If Lessee, upon ten (10) days prior written
request, refuses to allow Lessor to inspect audit, copy, or
abstract any and all of Lessee' s books, records, papers, or
other documents relevant to this Lease, to Lessor, or the
Premises; or
h. If any representation or warranty made by Lessee
hereunder prove to have been untrue or incorrect in any
material respect, as of the time such representation or
warranty was made; or
i . If, without the written consent or waiver of
Lessor, Lessee fails to fully comply with any other
provision, term, condition, covenant or warranty contained
in this Lease or the City Declaration; or
j . If, a Default by SMM under the Development
Agreement shall occur; or
k. If, under any document, instrument or agreement
relating to the financing, or refinancing, of the
improvements to the Premises, there occurs an event which,
but for the giving of notice or the passage of time, or
both, would constitute a default or event of default by
Lessee thereunder and the other party thereto gives notice
334014.4 2�
_l l¢� I���Q
to the Lessee of the default if notice is required before
the exercise of remedies thereunder; or
1 . If, under any other document, instrument or
agreement related to the IMAX attraction, or any similar
attraction which replaces the IMAX attraction, there occurs
an event which, but for the giving of notice or the passage
of time, or both, would constitute a default or event of
default thereunder and the other party thereto gives notice
if notice is required before the exercise of remedies
thereunder; or
m. Subject to the provisions of Section 29 hereof, if
a Default under the Museum Lease shall occur.
25 . NOTICE OF DEFAULT. (1) Upon the occurrence of a
Default, an Event of Default shall not be deemed to have occurred
under this Lease unless the Lessor has given the Lessee written
notice of the Default and the Lessee has failed to cure such
Default within the time period specified in subparagraph (2)
below or, if applicable, in subparagraph (3) below; provided
that, in the case of a Default hereunder which is also a Default
under the Development Agreement, the notice and cure period shall
be as specified in this Lease.
(2) For a Default described in Section 24 (g) the
notice and cure period shall be ten (10) days; for those Defaults
described in Sections 23 and 24 (f) the notice and cure period
shall be thirty (30) days; and for all other Defaults the notice
and cure period shall be sixty (60) days, prior to the issuance
of a CO and ninety (90) days after the issuance of the C0.
(3) Notwithstanding the preceding paragraph of this .
Section 25, (a) in the event that a Default occurs prior to the
issuance of the CO and cannot be cured witYiin the applicable cure
period provided in paragraph (2) above, and in the event that
Lessee has commenced the action necessary to cure the Default
during the applicable cure period provided in the paragraph (2)
above, then Lessee shall automatically have an additional cure
period not to exceed thirty (30) days, without the written
consent of the City, on the condition that Lessee diligently
pursues the cure during said additional thirty (30) day period;
and (b) in the event that a Default occurs after the issuance of
the CO and cannot be cured within the applicable cure period
provided in paragraph (2) above, and in the event that Lessee has
commenced the action necessary to cure the Default during the
applicable cure period provided in paragraph (2) above, then
Lessee shall automatically have an additional cure period not to
exceed thirty (30) days; provided that such additional cure
period may be greater than 30 days, but only with the written
334014.4 2 1
� . ��- i3�4
consent of the Lessor, which consent shall not be unreasonably
withheld or delayed.
Notwithstanding the provisions of this Section set for
above, in no event shall any cure period, including any extension
of a cure period, be greater than the cure period available under
the Grant Agreements if the Default by Lessee hereunder also
causes a default or event of default by the Lessor under the
Grant Agreements .
Notwithstanding the foregoing, no Default under this Lease
which is also a Default under the Development Agreement shall
give Lessee the right to additional or duplicative cure periods
before Lessor can exercise remedies available to it under this
Lease and the Development Agreement .
No extensions of the cure period set forth in paragraph (2)
above shall be allowed for a Default under Section 23 hereof .
26 . DEFAULT AND TERMINATION. (a) Prior to the issuance of
a C.O. , upon the occurrence and during the continuance, of an
Event of Default under this Lease, the Lessor, in addition to the
other rights or remedies it may have, shall have the immediate
right to terminate this Lease and the Development Agreement by
delivery of written notice of termination, which notice shall be
executed by the Mayor of the City; (b) after the issuance of a
C.O. , upon the occurrence and during the continuance of an Event
of Default under this Lease, subject to Section 28 hereof, the
Lessor, in addition to the other rights or remedies it may have,
, shall have the immediate right to terminate this Lease and the
Development Agreement by delivery of written notice of
termination, and reenter the Premises and remove all persons and
property otherwise from the Premises. This section is subject to
the provisions of Section 29 hereof .
27 . ADDITIONAL REMEDIES . Notwithstanding anything in this
or any other agreement to the contrary, upon the occurrence, and
during the continuance, of an Event of Default, in addition to
the remedies in Section 26 and this section, Lessor may exert any
remedies it may have in law or equity (including but not limited
to remedies under the Museum Lease and the Development
Agreement) .
28 . SPECIAL TERMINATION PROCEDURE. After the issuance of
the CO, Lessor agrees that it will not exercise the remedy of
termination of the Lease provided in Section 26 hereof on the
condition that Lessee does eaCh of the following:
a. Within ninety (90) days of the occurrence of a
Default Lessee shall have retained, at its sole expense, an
334014.4 2 2
. . �c�—�3��
independent consultant qualified to analyze Lessee' s
operation at the Premises and reasonably acceptable to
Lessor (hereinafter the "Consultant") ;
b. Within sixty (60) days of the retention of the
Consultant Lessee shall have delivered to Lessor a written
report of the Consultant analyzing its operations at the
Leased Premises (the "Consultant ' s Report") ;
c. Within fifteen (15) days of the delivery of the
Consultant ' s Report Lessee shall have met with Lessor to
discuss the findings and recommendations of the Consultant;
provided, however, that in the event that Lessee has not retained
the Consultant, delivered the Consultant' s Report, or met with
Lessor, within the required time period, then Lessor shall have
the right to proceed to exercise the remedy of termination of
this Lease without regard to the succeeding provisions of this
Section 28 . The Lessor agrees that if after any time during the
process set forth in clauses (a) , (b) or (c) above, the Default
has been cured, the Lessee shall not be required to proceed with
the remaining portion of the process set forth in clauses (a) ,
(b) and (c) above.
In the event that Lessee has retained the Consultant, delivered
the Consultant' s Report and met with Lessor as required
hereinabove, Lessor further agrees that it will not exercise the
remedy of termination of this Lease unless and until (i) the City
Council of Lessor has considered a resolution at which meeting
representatives of Lessee shall have the right to be heard; (ii)
the City Council shall adopt a resolution authorizing the
termination of this Lease, and (iii) the Lessee shall have failed
to cure the Event of Default within thirty (30) days of the
adoption of such resolution.
Lessee acknowledges and agrees that : a) Lessor is not required
to accept or adopt all or any portion of the Consultant' s Report;
and b) in the event that Lessor determines, in its sole
discretion, to accept any of the recommendations of the
Consultant' s Report, the acceptance of which requires an
amendment to this Lease, or a waiver of the Default or Event of
Default, Lessor shall have the right, as a condition to agreeing
to any such amendment or waiver, to impose any conditions Lessor
deems appropriate, in its sole discretion.
29 . SPECIAL RENT PROVISION. Upon the occurrence of a
Default under this Lease solely pursuant to subsection 24m, which
is not also a Default under any other subsection of Section 24,
then, solely in the event that Lessee has granted a leasehold
mortgage on its interest, Lessor agrees that upon such occurrence
334014.4 2 3
. . q�- i3�c�
Lessee shall not be in default under this Lease on the condition
that Lessee shall be obligated to pay rent for its possession of
the Premises during the continuances of such Default under
Section 24m in an amount equal to a) all revenues derived by
Lessee from operation of the Premises as a parking ramp, minus b)
the sum of (i) all costs and expenses of ownership and operation
which are the responsibility of Lessee under this Lease (but
� specifically excluding depreciation) plus (ii) all payments of
principal and interest required under the above referenced
leasehold mortgage, plus (iii) all amounts actually deposited by
Lessee into the Repair and Replacement Reserve Fund required
under Section 38 (d) hereof . Nothing shall preclude Lessor from
exercising all of its remedies upon the occurrence and
continuance of any other Default under this Lease.
30 . LESSOR' S RIGHT TO PERFORM. In addition to any other
provision contained herein, in the event that an Event of Default
by the Lessee shall have occurred and be continuing, the Lessor
may, at the Lessor' s option but without any obligation, take any
action to perform the obligations of the Lessee which gave rise
to the Event of Default or with respect to which the Lessee is
otherwise in Default under this Lease, and the Lessor shall not
be liable, or be held liable or in any way responsible for any
loss, inconvenience, annoyance, or damage resulting to the Lessee
on account thereof, other than for the Lessor' s gross negligence
or willful or intentional misconduct . The Lessee shall repay to
the Lessor on demand the entire expense thereof together with
interest at the rate of ten percent per annum accruing from the
date of any disbursement .
The Lessor shall be permitted to enter the Premises while
exercising any right given to it by the terms of this section.
Any act or thing done by the Lessor pursuant to the provisions of
this section shall not be or be construed to be a waiver of any
such default by the Lessee, or as a waiver of any covenant, term,
or condition herein contained or the performance thereof, or of
any other right or remedy of the Lessor, hereunder or otherwise.
31. LESSOR DEFAULTS AND TENANT REMEDIES . In the event
that Lessor fails to observe, perform or comply with any
provision, term, condition, covenant, agreement or warranty
required to be observed, performed or complied with by the Lessor
under this Lease or the Development Agreement, and if Lessor
fails to cure such Default within sixty (60) days of the receipt
of written notice of default from Lessee, then a Lessor Event of
Default shall exist under this Lease. Upon the occurrence and
during the continuance of a Lessor Event of Default, Lessee may
exercise any of the following remedies :
334014.4 2 4
� � ��- l3-�c�
a. subject to Section 31 .A hereof, terminate this
Lease and the Development Agreement by delivery of written
notice to Lessor;
b. subject to Section 56 hereof, and Section 3 . 1 (2)
of the Development Agreement, commence an action at law to
recover the damages incurred by a Lessor Event of Default;
or
c. commence an action in equity to compel the
performance by Lessor of those actions or inactions which
serve as the basis of Lessor' s Event of Default; and
d. exercise any other right or remedy it may have at
law, in equity, or under this Lease or the Development
Agreement .
31.A. PRECONDITIONS TO LESSEE TERMINATION OF AGREEMENT. In
the event that Lessee intends to terminate this Lease pursuant to
Section 31 hereof, it shall not terminate this Lease unless and
until (a) a resolution authorizing termination of this Lease has
been adopted by the governing body of Lessee, (b) written notice
of the adoption of such resolution and a copy thereof has been
sent to Lessor, and (c) Lessor has failed to cure the Event of
Default within 30 days after the giving of such notice.
31 .B. NO REMEDY EXCLUSIVE. No remedy herein conferred upon
or reserved to the Lessor or Lessee is intended to be exclusive
of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every
other remedy given under this Lease or now or hereafter existing
at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient .
32 . EFFECT OF EMINENT DOMAIN.
a. Effect of Total Condemnation. In the event that
the entire Premises shall be appropriated or taken under the
power of eminent domain by any public or quasi-public
authority, this Lease shall be terminated and all proceeds
shall be payable in accordance with Section 32c. hereof .
b. Effect of Partial Condemnation. In the event that
a portion of the Premises shall be so appropriated or taken
and the remainder thereof shall not be suitable for the use
then being made thereof by the Lessee, as determined by
Lessee, then Lessee shall have the right to give Lessor
334014.4 2 5
. . ac�- i��c�
written notice of termination of this Lease within one
hundred eighty (180) days after such portion of the Premises
has been so appropriated or taken. Notwithstanding the
immediately preceding sentence, in the event that the Museum
continues in operation, then Lessee, to the extent feasible,
shall be obligated to restore the remaining portion of the
Premises to a configuration and condition so that the
Premises can be used for the purposes set forth in Section 1
hereof . In the event that this Lease shall be properly
terminated, the proceeds of the condemnation shall be
applied in accordance with Section 32c. hereof.
In the event of partial taking in which Lessee elects
to continue this Lease in the Premises, this Lease shall
continue in full force as to the part not taken, the Rent to
be paid by the Lessee during the remainder of the term shall
remain the same, and the condemnation award for the Premises
shall be applied first to restore the remaining portion of
the Premises to a configuration and condition so that the
Premises can be used for the purposes set forth in Section 1
hereof (with the condemnation proceeds to be held by a
mutually agreeable escrow agent in escrow for such
restoration to be disbursed in accordance with standard
commercial construction conditions customarily required by
institutional lenders) , and, to the extent of any remaining
proceeds, in accordance with Section 32c. hereof .
None of the foregoing provisions shall preclude Lessee
from making a separate claim against the condemning
authority for the value of any trade fixtures and exhibits
taken by said condemning authority and its relocation
expenses provided such claim does not diminish or impair the
award with respect to the Premises .
c. Allocation of Proceeds . In the event that Lessee
properly elects not to restore the Premises, and in the
event that Lessee has not granted a mortgage on its
leasehold interest, then the proceeds obtained as a result
of condemnation shall be divided between Lessor and Lessee
in the percentages as shown on Exhibit B attached hereto.
In the event that Lessee properly elects not to rebuild, and
in the event that Lessee has granted a mortgage on its
leasehold interest, then the proceeds obtained as a result
of condemnation shall be allocated as follows :
(1) first, to Lessor that amount reasonably estimated
by Lessor to either: i) demolish and clear the
untaken portion of the Premises, or ii) repair and
restore so much of the remaining improvements to
the Premises as can reasonably be restored to use
334014.4 2 6
. , 9�.- i3��
.
as a parking ramp and to remove or secure that
portion of the improvements to the untaken portion
of the Premises as cannot be so restored,
(2) second, to such mortgagee to pay the outstanding
interest and principal of Lessee' s indebtedness
thereto, and
(3) third, the balance to Lessor and Lessee in the
percentages as shown on Exhibit B attached hereto.
33 . SURRENDER OF LEASE: EFFECT ON SUBLEASES . The voluntary
or other surrender of this Lease by the Lessee, or a mutual
cancellation thereof, shall not work a merger and shall at the
option of the Lessor terminate any or all existing subleases or
subtenancies or may at the option of the Lessor operate as an
assignment to it of any or all such subleases or subtenancies .
The terms of this section shall be included in all such
subleases .
34 . OWNERSHIP OF IMPROVEMENTS ON TERMINATION OF LEASE. On
expiration or termination of this Lease for any cause, the Lessor
shall become the absolute owner of any buildings or improvements
of any nature or kind on the Premises, regardless of who placed
such buildings or improvements thereon, together with any and all
fixtures related to any of the buildings located on the Premises
(excluding, however, all of Lessee' s trade fixtures, equipment,
and other personal property of Lessee and all property and
equipment leased or rented other than pursuant to this Lease and
the Ramp Lease) , and the Lessee shall not thereafter have any
interest whatsoever therein, subject however, to Lessee' s rights
under Section 18 and 32 to share in insurance and condemnation
proceeds .
35 . AMENDMENT, MODIFICATION, AND WAIVER. No amendment,
modification, or waiver of any condition, provision, or term of
this Lease shall be valid or of any effect unless made in
writing, signed by the party or parties to be bound or its duly
authorized representative, and specifying with particularity the
extent and nature of such amendment, modification, or waiver.
Any waiver by any party of any default of another party shall not
affect or impair any right arising from any subsequent default .
36 . APPROVAL BY STATE OF MINNESOTA. This Lease shall not
be valid or of any effect until signed by both parties and
consent in writing has been given by the Commissioner of Finance
of the State of Minnesota to the Museum Lease.
37 . EFFECT OF LESSEE' S HOLDING OVER. Any holding over
after the expiration of the term of this Lease, with consent of
334014.4 2 7
� q(�- I 3-��
� �
the Lessor, shall be construed to be a tenancy from month to
month, at the same Rent as required to be paid by the Lessee for
the period immediately prior to the expiration of the term
hereof, and shall otherwise be on the terms and conditions herein
specified, so far as they are applicable.
38 . SPECIAL USE PROVISIONS .
a. Dedication of Stalls . Lessee agrees that the SMM
Parking Ramp shall always be a public parking ramp; and that
it will make available a sufficient number of stalls in the
SDM�I Parking Ramp for guests of the museum.
b. Third Party Manaqer. Lessee agrees that, in the
event it elects to contract with a third party for
management of the SMM Parking Ramp, it will contract with
the same manager as the Civic Center Authority uses for
management of its ramp (the "Authority Manager") provided,
however, that the Authority Manager is willing to contract
with Lessee and is willing to enter into a contract with
Lessee on substantially similar economic terms and
conditions to Lessee as it has entered into with the Civic
Center Authority. In the event that Lessee is unable to
contract with the Authority Manager on that basis then
Lessee shall not contract with any other third party manager
without the written consent of the Lessor, which consent
shall not be unreasonably withheld.
c. Ouarterly Meetings . Lessee agrees to attend
quarterly meetings with representatives of the Civic Center
Authority and the Housing and Redevelopment Authority of the
City of Saint Paul (��HR.A��) to discuss operating and
maintenance issues with respect to the SNIl�I Parking Ramp and
the parking ramps owned by the Civic Center Authority and
the HRA; and further agrees to cooperate with the Civic
Center Authority and the HRA in dealing with operation and
maintenance issues that arise from time to time.
d. Re�air and Replacement Reserve Fund. Lessee shall,
on the first day of the month following the month in which
the SMM Parking Ramp is placed in service, and on the first
day of each month thereafter, segregate on its books and
records, and maintain in a separate account dedicated to the
SMM Parking Ramp, the sum of $6, 250, until there has been
deposited the sum of $ (the "Repair Account
Requirement") . Amounts in such account shall be available
to the Lessee and used by the Lessee to pay for
extraordinary maintenance and/or to pay the cost of
replacements or capital improvements to the SI�I Parking
Ramp. Whenever amounts are withdrawn from such account, the
334014.4 2$
, � �C�- 13��e
monthly payouts above provided for in this paragraph shall
be resumed until the balance in the account is equal to the
Repair Account Requirement. Any interest earnings on sums
in such account which exceed the Repair Account Requirement
shall be available to the Lessee.
39 . PARTIES BOUND. This Lease shall be binding upon and
inure to the benefit of the parties hereto and their respective
assigns, executors, heirs, and successors .
40 . TIME OF ESSENCE. Time is of the essence in this Lease,
and of each and every covenant, term, condition, and provision
hereof .
41 . CAPTIONS . All captions, headings, or titles in the
paragraphs or sections of this Lease are inserted for convenience
of reference only and shall not constitute a part of this Lease
as a limitation of the scope of the particular paragraphs or
sections to which they apply.
42 .. NO PARTNERSHIP, JOINT VENTURE, OR FIDUCIARY RELATION-
SHIP CREATED HEREBY. Nothing contained in this Lease shall be
interpreted as creating a partnership, joint venture, or
relationship of principal and agent between the Lessor and the
Lessee, it being understood that the sole relationship created
hereby is one of landlord and tenant. All laws and statutes of
the City of Saint Paul and State of Minnesota relative to
landlord and tenant relationships shall be appiicable to the
parties hereto.
43 . CUMULATIVE RIGHTS . Except as otherwise expressly
stated herein, no right or remedy herein conferred on or reserved
to the Lessee or the Lessor is intended to be exclusive of any
other right or remedy hereof provided by law, but each shall be
cumulative in, and in addition to, every other right or remedy
given herein or not or hereafter existing at law, in equity, or
by statute.
44 . SEVERABLE PROVISIONS . Each provision, section,
sentence, clause, phrase, and word of this Lease is intended to
be severable. If any provision, sentence, clause, phrase, and
word hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the legality or
validity of the remainder of the Lease.
45 . ENTIRE AGREEMENT. This Lease, the Development Agreement
and the Disbursing Agreement contain the entire understanding of
the parties hereto with respect to the transactions contemplated
hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter. No
334014.4 2 9
a � �`G '���l
representations, warranties, undertakings, or promises, whether
oral, implied, written, or otherwise, have been made by either
party hereto to the other unless expressly stated in this Lease,
the Development Agreement and the Disbursing Agreement or unless
mutually agreed to in writing between the parties hereto after
the date hereof, and neither party has relied on any verbal
representations, agreements, or understandings not expressly set
forth herein.
46 . REFERENCE TO GENDER. Where appropriate, the feminine
gender may be read as the masculine gender or the neuter gender;
the masculine gender may be read as the feminine gender or the
neuter gender; and the neuter gender may be read as the masculine
or the feminine gender.
47 . MINNESOTA LAW. This Lease shall be construed and
enforced in accordance with the laws of the State of Minnesota.
48 . FURTHER ASSURANCES . In addition to any other
information which may reasonably requested, either party shall
without charge at any time and from time to time hereafter,
within ten (10) days after written request, certify by written
instrument duly executed and acknowledged to any person, firm, or
corporation specified in such request :
a. Whether this Lease has been supplemented or
amended, and if so, the substance and manner of such
supplement or amendment;
b. The validity and force and effect of this Lease,
in accordance with its tenor as then constituted;
c. The existence of any default known thereunder;
d. The existence of any offsets, counterclaims, or
defenses thereto known by such other party; and
e. The commencement and expiration dates of the term
of this Lease.
Any such certificate may be relied on by the party who
requested it and any other person, firm, or corporation to whom
it may be exhibited or -delivered, and the contents of such
certificate shall be binding on the party executing it .
49 . SHORT-FORM RECORDABLE LEASE. The parties will at any
time, at the request of either one, promptly execute duplicate
originals of an instrument, in recordable form, which will
constitute a short form of this Lease, setting forth a
description of the Premises, the term of this Lease, and options
334014.4 3 0
� . ��- ►��c.e
to renew, and any other portions hereof, excepting the Rent
provisions, as either party may request .
50 . FEDERAL INCOME TAX DEDUCTIONS . Only the Lessee shall
have the right to take deductions on its tax returns with respect
to such buildings, structures, improvements, changes, altera-
tions, repairs, additions, and installations and the depreciation
or amortization thereof; provided, however, that Lessor makes no
representations or warranties as to the amount of any taxes or
deductions or the treatment of any particular tax item.
51 . BROKERAGE FEES . Each party hereto warrants that it has
not incurred any real estate brokerage fees, finders ' fees, loan
brokerage fees, or any other fees to any third party in
connection with this Lease, and in the event that any third party
institutes legal action in an effort to recover such fees, the
parties shall jointly defend such action. If a judgment is
obtained against the parties jointly, the party responsible for
breach of this warranty shall reimburse the other for the
latter� s attorneys' fees, court costs, expenses, and share of the
judgment .
52 . REC4RD KEEPING AND REPORTING. Lessee shall maintain
books, records, documents, and other evidence pertaining to the
costs or expenses associated with the renovation of the premises,
and compliance with the requirements contained in this Lease and
shall, upon request, allow the Lessor, to inspect, audit, copy,
or abstract, any and all of its books, records, papers, or other
documents relevant to this Lease. Lessee shall use generally
accepted accounting principles in the maintenance of such books
and records, and shall retain all of such books, records,
documents and other evidence for a period of five (5) years from
the date, such books, records, documents and other evidence are
created.
53 . REVIEW OF PLANS AND COST ESTIMATES . Lessee
acknowledges and agrees that it is subject to the terms and
conditions of the Development Agreement with respect to its
design and construction of the SMM Parking Ramp.
54 . HAZARDOUS WASTE POLLUTION AND CONTAMINANTS .
a. For purposes of this Section 54, the following
defined terms shall have the following meanings :
(1) Hazardous Substance means asbestos,
ureaformaldehyde, polychlorinated biphenyls ("PCBs") ,
nuclear fuel or material, chemical waste, radioactive
material, explosives, known carcinogens, petroleum
products and by-products and other dangerous, toxic or
334014.4 3 1
� , . �t�- ►3-�c�
�
,
hazardous pollutants, contaminants, chemicals,
materials or substances listed or identified in, or
regulated by, any Environmental Law;
(2) Environmental Laws means the Comprehensive
Environmental Response, Compensation and Liability Act,
42 U.S .C. §9601 et sea. , the Resource Conservation and
Recovery Act, 42 U.S .C. §6901 et s�. , the Hazardous
Materials Transportation Act, §1802 et se�c . , the
Federal Water Pollution Control Act, 33 U.S .C. §1251 et
se�, the Clean Air Act, 33 U.S .C. §1321 et seg. , the
Clean Air Act, 42 U.S .C. §7401 et seg. , the Minnesota
Environmental Response and Liability Act, Minn. Stat .
Ch. 115B, the Minnesota Petroleum Tank Release Cleanup
Act, Minn. Stat. Ch. 115C, and any other federal,
state, county, municipal, local or other statute, law
relating to Hazardous Substances;
b. Lessee agrees to comply with all Environmental
Laws applicable to the Premises . Except as otherwise
provided in Section 7 . 1 of the Development Agreement, Lessee
shall bear all costs and expenses arising from compliance
with all Environmental Laws . If Lessee fails to comply with
any Environmental Laws, Lessor shall have the right, but not
the obligation, to undertake such compliance and charge
Lessee the costs of compliance plus interest at the rate of
ten percent per annum accruing from the date of disbursement
and also with reasonable attorney fees.
c. Lessee agrees to defend, indemnify and hold
harmless the Lessor, its officers, employees, and agents
(hereinafter collectively referred to as the "Indemnitees")
from and against and shall reimburse each such Indemnitee
for any and all loss, claim, liability, damage, judgment,
penalty, injunctive relief, injury to person, property or
natural resources, cost, expense, action or cause of action
arising in connection with or as the result of the
existence, use, handling, storage, transportation,
manufacture, release or disposal of any Hazardous Substance
in, on or under the Premises, whether foreseeable or
unforeseeable, regardless of the source, the time of
occurrence or the time of discovery (hereinafter
collectively referred to as "Loss") . The foregoing
indemnification against Loss includes, without limitation,
indemnification against all costs in law or in equity of
removal, response, investigation, or remediation of any
kind, and disposal of such Hazardous Substances, all costs
of determining whether the Premises are in compliance with,
and of causing the Premises to be in compliance with, all
applicable Environmental Laws, all costs associated with
334014.4 3 2
, , , t l�� 13�C�
. �
claims for damages to persons, property, or natural
resources, and the Indemnitees' reasonable consultants '
fees, court costs and expenses incurred in connection with
any thereof .
d. The obligations of Lessee to indemnify the
Indemnitees shall survive expiration or termination of this
Lease and/or the Development Agreement . The rights of the
Indemnitees hereunder shall be in addition to any other
rights or remedies which the Indemnitees may have against
the Lessee under this Lease, the Development Agreement, or
any other document, or at law or in equity.
e. Notwithstanding anything in this Lease to the
contrary, the indemnity provided for in this Section 57
shall only apply to any Loss incurred by the Indemnitees as
a result of Hazardous Substances introduced in, on, or under
the Premises after the date of the Lease.
55 . WAIVER OF SUBROGATION. Lessor and Lessee, on behalf of
themselves and each of their respective insurers, hereby waive
all claims and rights of recovery against the other which they
would, but for this Section, have to the other for losses
occurring to the Premises and to the improvements, betterments,
trade fixtures, equipment, personal property and other property
located therein or thereupon:
a. to the extent actually covered by insurance
required to be carried by the party waiving; or
b. to the extent actually covered by any other
insurance being carried by the party waiving at the time of
such occurrence,
56 . WAIVER OF CERTAIN DAMAGES. IN CONSIDERATION OF
ENTF'sRING INTO THIS LEAS$, LESSOR AND LESSEE HTREBY WAIVL AND
FOREVER GIVE IIP ANY RIGBT TO CLAIM OR RECOVER DAbiAGES FOR LOST
INCOME OR PROFITS AS A RLSIILT OF ANY BRFACB OF TIiIS LEASE OR ANY
DOCQMENTS OR AGREEMENTS Rl3F}3RRED TO BEREIN WBICIi ARIS}3 OIIT OF AN
EVENT OCC[JRRING PRIOR TO THE OPENING OF T8L Sb� IMPROVEblENTS TO
THE PIIBLIC EVEN IF SIICS OPENING IS DELAYED AS A RESIILT OF ANY
SIICIi BREACH. TSE AGREEMENTS AND WAIVERS SET FORTH SEREIN SBALL
SURVIVE THE EXPIRATION OR TERMINATION OF THIS LEASE.
334014.4 3 3
a 5 . I ��� � J��l!
• `
IN WITNESS WHEREOF, the parties hereto have executed this
Lease the day and year first above written.
Lessee' s address : THE SCIENCE MUSEUM OF
MINNESOTA
120 West Kellogg Blvd.
St . Paul, MN 55102
By
Its
By
Its
STATE OF MINNESOTA )
) ss .
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me
this day of , 1996, by
and , the and
of The Science Museum of Minnesota, a Minnesota non-profit
corporation, on behalf of the corporation.
Notary Public
334014.4 3 4
, �. . ��- i3��
. � �
Lessor� s address : CITY OF SAINT PAUL, MINNESOTA
13th Floor, City Hall Annex
25 West 4th Street
Saint Paul, MN 55102 By
Its Mayor
Approved as to form:
BY
Its City Clerk
Assistant City Attorney
By
Its Director of Finance and
Management Services
STATE OF MINNESOTA )
) ss .
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this
day of , 1996, by ,
, and , the Mayor,
City Clerk, and Director of Finance and Management Services,
respectively, of the City of Saint Paul, Minnesota, a Minnesota
municipal corporation, on behalf of the corporation.
Notary Public
334014.4 3 5
� y � �1�� 13�1�
• M
EXHIBIT A
Legal Description of the Premises
334074.4
� - � ���i�--i�
, , ,
EXHIBIT B
Lessor �
Lessee %
334014.4
, �,
� `✓
. `�(�— 1 ��c�
. DISBURSING AGREEMENT
This Disbursing Agreement ("Agreement") is entered into as of this day of
, 1996, by and between the City of Saint Paul, a municipal corporation
organized and operating under the laws of the State of Minnesota (the "City") and The
Science Museum of Minnesota, a non-profit corporation organized and operating under the
laws of the State of Minnesota ("SMM").
WITNESSETH:
WHEREAS, the City and SMM are parties to a Development Agreement of even
date herewith (the "Development Agreement") pursuant to which the City has agreed,
among other things, to assemble certain parcels of land to lease the land to SMM, and to
make a cash contribution to fund, among other things, the costs of the Upper Landing
Improvements (as defined in the Development Agreement), all as more fully set forth in the
Development Agreement; and
WHEREAS, in consideration of the covenants and undertakings of the City set forth
in the Development Agreement, SMM has agreed to construct, among other things, a new
facility for use as a science museum (the "Museum"), a parking ramp (the "Ramp"), and
other certain facilities to be used in its operations, all as more fully set forth in the
Development Agreement and defined in the Development Agreement as the SMM
Improvements; and
WHEREAS, upon satisfaction of the conditions contained in the Development
Agreement, the City has agreed in Section 3.4 of the Development Agreement to contribute
the sum of $10,500,000 (the "City Deposit") to pay for the costs of the Upper Landing
299663.7
• � � � �L.- ���
. Improvements and, to the extent any money remains after all costs of the Upper Landing
Improvements have been paid, other than costs to be paid by the City pursuant to Section
3.3 of the Development Agreement, to pay for other costs of the SMM Improvements; and
WHEREAS, the City has received a grant from the State of Minnesota ("State") in
the amount of$30,000,000 (the "State Grant") to finance a portion of the cost of the SMM
Improvements, excluding the Ramp; and
WHEREAS, the State Grant will be disbursed by the State to the Trustee (as
hereinafter defined) in accordance with the terms and conditions of a Disbursement
Agreement Construction Grant between the State and the City (the "State Disbursing
Agreement"); and
WHEREAS, it is anticipated that the Housing and Redevelopment Authority of the
Cit}� of Saint Paul, Minnesota (the "HRA") will issue conduit revenue bonds (the "Revenue
Bonds") to finance a portion of the costs of the SMM Improvements, and that the proceeds
of the Revenue Bonds, together with the City Deposit and the State Grant will be disbursed
b�• the trustee for the Revenue Bonds (the "Trustee") through Commonwealth Land Title
Insurance Company ("Title"); and
WHEREAS, all capitalized terms not defined in this Agreement shall have the
meaning ascribed to those terms in the Development Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
it is hereby agreed as follows:
1. T�ansfer of Deposit to Trustee. Upon satisfaction of the conditions set forth
in Section 3.4(3) of the Development Agreement, and upon the issuance of the Revenue
299663.7 2
, � � ��.-i 3-��
, Bonds, the City shall deposit the City Deposit into a separate account (the "City
Construction Account") to be held by the Trustee under the Indenture of Trust authorizing
the issuance of the Revenue Bonds (the "Indenture"). The Indenture will also create a
separate account designated as the "State Grant Account", which shalI be a non-interest
bearing account, and into which the Trustee shall deposit any proceeds of the State Grant
which are disbursed by the State pursuant to the State Disbursing Agreement. The City
Construction Account and the State Grant Account shall not be part of the trust estate
securing the holders of the Revenue Bonds.
Any investment earnings on the City Deposit in the City Construction Account,which
the City notifies the Trustee are allocable to any tax exempt bonds issued by the City to fund
any part of the City Deposit (the "City Bonds") and which exceed the yield on the City
Bonds, shall be the property of the City, and shall be released by the Trustee to the City
from time to time. All other investment earnings shall be retained in the City Construction
Account and available for disbursement as part of the City Deposit in accordance with this
Agreement. The Trustee shall provide the City, upon request, with all records necessary to
calculate any rebate on the City Bonds.
2. Eligible Costs.
(a) The funds in the City Construction Account shall be available (i) for
disbursement to SMM, or to payees designated by SMM, upon
satisfaction of the conditions set forth in Section 3 hereof; or (ii) for
disbursement to the City in the case of costs set forth in clauses (1), (4)
or (S) below, to pay the following costs:
299663.7 3
. � � ���13��
. (1) To pay or reimburse the City for the costs of designing and
constructing the Eagle Parkway Improvements, other than costs
to be paid by the City pursuant to Section 3.3 of the
Development Agreement;
(2) To pay or reimburse SMM for the costs of designing and
constructing the Upper Landing Improvements, other than the
Eagle Parkway Improvements;
(3) Subsequent to payments of all costs of the Upper Landing
Improvements, other than any costs to be paid by the City
pursuant to Section 3.3 of the Development Agreement, to pay
or reimburse SMM for costs of designing and constructing the
SMM Improvements, other than the Upper Landing Improve-
ments;
(4) In accordance with the provisions of Section 3.1(6) of the
Development Agreement, to pay or reimburse the City for
SMM's share of the costs of acquisition of Parcel 5 if the City
certifies to the Trustee that SMM has not paid or reimbursed
the City for such costs within 30 days after SMM's receipt of an
invoice from the City; and
(5) In accordance with Section 7.1(2) of the Development
Agreement to reimburse SMM or the City,the amount certified,
but in any event not to exceed the total aggregate sum of
299663.7 4
� � �t�-�3��
� $250,000, for costs incurred for remediation or clean up of
Hazardous Substances on the Leased Premises.
(b) The funds in the State Grant Account shall be available for
disbursement to SMM, or its payees,upon satisfaction of the conditions
set forth in Section 3 hereof to pay the costs of design and construction
of the SMM Improvements, other than the Ramp.
3. Conditions Precedent to Draws. Any and all disbursements to SMM from the
City Construction Account and from the State Grant Account, shall be subject to satisfaction
of each of the following conditions precedent:
A. All representations and warranties by SMM set forth in Section 2.2 of the
Development Agreement having been true and correct as of the date hereof and
being true and correct as of the date of any disbursement;
B. h'o event shall have occurred under any document or instrument executed by SMM
in connection with the Revenue Bonds which results in the Trustee or the Bank
withholding approval of any disbursements of the proceeds of the Revenue Bonds;
C. No event shall have occurred and be continuing which, but for the giving of notice,
the expiration of any cure period, or both, would constitute an Event of Default
under the Development Agreement or the Leases;
D. All conditions to disbursement contained in the State Disbursing Agreement shall be
satisfied; and no event shall have occurred and be continuing which, but for the giving
of notice, or the expiration of any cure period, or both, would constitute Event of
Default under the State Disbursing Agreement which event is the result of any action
or inaction on the part of SMM;
299663.7 5
. � � ��-�3�(�
. E. The aggregate of funds in the City Construction Account, the State Grant Account
and any other funds, including the proceeds of the Revenue Bonds, held by the
Trustee and available to be disbursed to pay the costs of the Project, are sufficient
to pay all remaining costs of the Project, other than costs to be paid by the City
pursuant to Section 3.3 of the Development A.greement.
4. Requests for Advances. Whenever SMM, or the City in the case of
disbursements from the City Construction Account, desire a disbursement of amounts from
the City Construction Account or the State Grant Account, which shall be no more often
than monthly, SMM or the City, as the case may be, shall submit to the Trustee a
Requisition Certificate duly executed on behalf of SMM or the City, as the case may be,
which shall be in substantially the form attached hereto as Exhibit A or Fxhibit B in the case
of disbursements requested by the City. Each Requisition Certificate shall be submitted on
ar betvveen the first and fifteenth day of the month in which any advance is requested, and
shall be submitted at least seven (7) business days before the advance is desired.
In connection with each Requisition Certificate submitted by SMM,all documentation
required by the Requisition Certificate, the State Disbursing Agreement, and this Disbursing
Agreement, including a written [certification] of the Architect in the form attached hereto
as E�ibit C shall be submitted to the City and the State.
5. Submission to T�tle. SMM and the City agree that prior to the issuance of
the Revenue Bonds, they will enter into a disbursing agreement with Title pursuant to which
SMM will be required to submit to Title, as a precondition to any disbursement of funds in
the State Grant Account or the City Construction Account, a written waiver or waivers of
mechanics and/or materialman lien rights, executed by the contractor or contractors, [any
299663.7 6
. q(�,-�3��
- first tier subcontractors], any suppliers of materials with whom SMM has contracts, and any
other lien waivers SMM is able to obtain from subcontractors and other suppliers of
materials that were paid from the unmediately preceding Requisition Certificate.
6. Successor and Assigns. This Agreement is binding on the successors and assigns
of each of the parties hereto provided, however, that neither party shall have the right to
assign this Agreement or any rights therein, or delegate any duties created herein, without
the prior written consent of the other, which consent may be given or withheld in the sole
discretion of the party whose consent has been requested.
7. Entire Agreement and Modification. This Agreement, together with the
Development Agreement and the Leases,represents the entire agreement and understanding
between the City and SMM, and supersedes all prior obligations, representations and
agreements,whether written or oral,with respect to construction of the SMM Improvements.
This Agreement may be amended only by a written instrument signed by both SMM and a
duly authorized representative of the City.
8. Supercession. SMM and the City agree that the terms and provisions of this
agreement may be incorporated into the agreement that controls the disbursement of the
proceeds of the Revenue Bonds (the"Bond Disbursing Agreement"),which Bond Disbursing
Agreement will be executed by, among others, SMM, the City and the Trustee, and which
will supercede this Agreement.
9. Capitalized Terms. All capitalized terms not defined in this Agreement shall
have the meaning ascribed to those terms in the Development Agreement.
299663.7 7
. . �C�-t 31�.
. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date first above written.
THE SCIENCE MUSEUM OF
MINNESOTA
BY
Its
CI'TY OF SAINT PAUL
Approved as to form:
By
Its Mayor
Assistant City Attorney and
By
Its City Clerk
BY
Its Director of Planning and
Economic Development
By
Its Director, Department of Finance
and Management Services
299663.7 g
. � �(�- � 3��
. EXHIBIT A
REQUISITION CERTIFICATE
[TrusteeJ
Attention: Corporate Trust Department
Ladies and Gentlemen:
This Requisition Certificate is delivered by SMM pursuant to the provisions of the
Disbursing Agreement dated as of , 1996 between the City and the
Science Museum of Minnesota ("SMM") for the purpose of reimbursement for costs of
the SMM Improvements. All capitalized terms not defined herein shall have the
meaning ascribed to those terms in the Development Agreement dated as of
, 1996, or the Disbursing Agreement.
The undersigned, the SMM Representative under the Development Agreement,
hereby requests a disbursement in the aggregate amount of $ , to be paid
from the following accounts created under the Indenture:
(a) $ from the State Grant Account; and
(b) $ from the City Construction Account.
The disbursement(s) should .be made to the payee(s) shown on Schedule A
attached hereto.
The undersigned hereby certifies:
(1) All costs herein certified to be paid from the State Grant Account
constitute costs of design and construction of the Museum, and none of the costs
are for the design or construction of the Ramp or the Eagle Parkway
Improvements. The amount requested for payment from the State Grant Account
herein does not exceed % of the total design and construction costs of the
Museum incurred since the date of the last Requisition Certificate for design and
construction costs of the Museum;
(2) All costs herein certified for payment from the City Construction
Account either (a) constitute costs of the Upper Landing Improvements, or (b) to
the extent that payments from the City Construction Account are requested for
costs other than costs of the Upper Landing Improvements, such costs (i)
299663.7
�
. � �l�- i 3��
° constitute costs of the Project and costs of the construction of the Upper Landing
Improvements have been completed and all costs thereof have been paid, other
than any costs of the Upper Landing Improvements to be paid by the City
pursuant to Section 3.3 of the Development Agreement or (ii) such costs are for
� the mediation or clean up of Hazardous Substances on the Leased Premises and
the amount herein requested, together with any amounts heretofore requested by
the City, do not exceed $250,000;
(3) no event has occurred and is continuing which, but for the giving of
notice, the expiration of any cure period, or both, would constitute an "Event of
Default" under the Leases, the State Disbursing A.greement or the Development
Agreement;
(4) each item for which payment or reimbursement is herein requested
was necessary in connection with the Project, has not formed the basis for any
previous payment;
(5) with respect to all costs incuned under any construction contract,
which provides for the retention of a portion of the contract price, the total
amount certified for payment or reimbursement of such costs does not exceed the
contract price after deducting retention required by the contract;
(6) there is no outstanding indebtedness for labor, wages, materials or
supplies, which, if unpaid, might become the basis of a vendor's lien, or a
mechanics', materialmen's, statutory or other similar lien upon the Project or any
part thereof, other than indebtedness then certified for payment or diligently being
contested in good faith by SMM or the City, and each contractor (first lien
subcontractor) and materialman with whom SMM has contracts has filed with
Title receipts or waivers of liens for all amounts previously certified for payment,
for work, materials and equipment furnished by them, or that there is on file with
Title a canceled check endorsed by the contractor, subcontractor or materialman
evidencing such payment;
(7) that no item of cost requested by this Requisition Certificate to be
reimbursed has been previously reimbursed from any of these accounts;
(8) with respect to any item relating to the acquisition or installation of
equipment which is certified herein for payment or reimbursement, such
equipment, either (i) is located and appropriately secured on the Project Premises,
or (ii) if stored off-site, the State has been notified in writing and has consented to
such offsite storage, and (iii) attached hereto is an equipment bill of sale (or other
appropriate document) transferring title to said item of equipment to SMM unless
such bill of sale (or document) has already been furnished.
299663.7 2
. � ����3��
(9) attached hereto as Fxhibit B and incorporated herein by reference is
a statement of the total cost of the Project as estimated on the date of this
certificate, itemized to show separately the total herein and heretofore certified
for payment or reimbursement and the amount remaining to be paid (i) under any
construction contract or contracts for the Project (including any contract for
purchase of equipment included in the Project) as affected by any modifications or
additions to the plans and specifications since the last certificate and (ii) for all
other costs (excluding contingencies); and showing the amount of funds available
from the State Grant Account, the City Construction Account and other funds on
deposit with the Trustee and available for disbursement to pay costs of the
Project, including the proceeds of the Revenue Bonds, the aggregate of which
equals or exceeds the aggregate of amounts remaining to be paid under
subparagraphs (i) and (ii) immediately above.
(10) all representations and warranties made by the undersigned in any
of the Sections of the Leases and Section 2.2 of the Development
Agreement remain true and conect in all material respects.
Dated this day of , 199_
THE SCIENCE MUSEUM OF MINNESOTA
By
Corporation Representative
299663.7 3
. � � �(�- �3��
FOR DISBURSEMENTS FROM 'THE CTTY CONSTRUCTION ACCOUNT AND
THE STATE GRANT ACCOUNT
Approved by:
City Representative
FOR DISBURSEMENTS FROM THE STATE GRANT ACCOUNT
Approved by:
State, Department of Administration
299663.7 4
� � ��.- l���C�
, SCHEDULE 1
Schedule of Amounts Due and Payable From State Grant Account or City Construction
Account Directly to SMM or Payees:
Name and Address of Pavee Payment Requested Scope of Work Done
299663.7
_ � � �(�-�3�t�
� SCHEDULE 2
COST OF PROJECT STATEMENT
1. Total cost of the Project
$
2. Total amount previously certified for
payment (or reimbursement). $
3. Total amount now certified for payment
(or reimbursement). $
4. Total amount remaining to be paid $
5. Amounts remaining for disbursement:
• In State Grant Account $
• In City Construction Account $
Total Remaining Fund for the Project $
In the event that the amount shown for Line 4 is greater than the total for Line 5,
then The Science Museum of Minnesota shall deposit the difference with the Trustee
wzthin ten (10) days which amount shall be fully disbursed before any further
disbursement from any of the above described Accounts.
299663.7
. � � �c.�- ��--z�
- EXHIBIT B
REQUISITION CERTIFICATE
[Trustee]
Attention: Corporate Trust Department
Ladies and Gentlemen:
This Requisition Certificate is delivered by the City pursuant to the provisions of
the Disbursing Agreement dated as of , 1996 between the City and the
Science Museum of Minnesota ("SMM") for the purpose of payment or reimbursement
for (i) design and construction costs of the Eagle Parkway Improvements, (ii) for certain
land acquisition identified below, and (ui) for costs of remediation or clean up of
Hazardous Substances on the Leased Premises. All capitalized terms not defined herein
shall have the meaning ascribed to those terms in the Development Agreement dated as
of , 1996, or the Disbursing Agreement.
The undersigned, the City Representative under the Development Agreement,
hereby requests a disbursement in the aggregate amount of $ , to be paid
from the City Construction Account.
The disbursement(s) should be made to the payee(s) shown on Schedule A
attached hereto.
The undersigned hereby certifies:
(1) All costs herein certified to be paid from the City Construction
Account constitute either (i) costs of design and construction of the Eagle Parkway
Improvements, other than costs which are the sole responsibility of the City
pursuant to Section 3.3 of the Development Agreement, or (u) costs of acquisition
of Parcel 5 which are the responsibility of SMM pursuant to Section 3.1(6) of the
Development Agreement which have not been paid by SMM to the City within 30
days after SMM's receipt of an invoice from the City, or (iii) costs paid or
incurred by the City in connection with remediation or clean up of Hazardous
Substances on the Leased Premises, which amount herein certified, together with
any amounts previously certified by SMM or the City, do not exceed $250,000;
(2) each item for which payment or reimbursement is herein requested
was necessary in connection with the above described activities, has not formed
the basis for any previous payment;
299663.7
� � �(�.�l 3�t�
� (3) that no item of cost requested by this Requisition Certificate to be
reimbursed has been previously reimbursed from the City Construction Accounts.
Dated this day of , 199 .
CTI'Y OF SAINT PAUL
By
City Representative
299663.7 2
.
� � ��� i3��
. SCHEDULE 1
Schedule of Amounts Due and Payable From City Construction Account Directly to City
or Payees:
Name and Address of Payee Pavment Rec�uested Scope of Work Done
299663.7
��. � c; a
. 6
• DISBURSEMENT AGREEMENT ��' � ���
CONSTRUCTION GRANT
for the
PROJECT
THIS AGREEMENT shall be effective as of the day of , 199_, and is
made and entered into by and between , a (hereinafter
referred to as the "Public Entity"), and the (hereinafter referred to as the
"State").
WHEREAS, under the provisions contained in , the Public
Entity has been given the authority to ; and
WHEREAS, under the provisions contained in , the
State has allocated Dollars ($ ), which is to be given
to the Public Entity as a grant to assist it in the as authorized by
; and
V�'HEREAS, the monies allocated to fund the grant to Public Entity are the proceeds
of state general obligations bonds authorized to be issued under Article XI, § 5(a) of the
Minnesota Constitution; and
VVHEREAS, the Public Entity and the State desire to set forth herein the provisions
relating to the disbursement of the proceeds of said grant to the Public Entity.
NOW, THEREFORE, in consideration of the grant described herein, the parties
hereto do hereby agree as follows:
3130922
. �� - � ���
� ARTICLE I
Definitions
Section 1.01 Defined Terms. As used in this Agreement, the following terms shall
have the meanings set out respectively after each (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
A. "Advance(s)" - An advance made or to be made by the State to the
Public Entity or its designee pursuant to Article II hereof.
B. "Agreement" - this Disbursement Agreement.
C. "Architect" - Ellerbe Becket, or any other architect designated by the
Lessee pursuant to the Development Agreement.
D. "Completion Date" - shall have the meaning given such term in the
Development Agreement.
E. "Contractor" - Any person who shall be engaged as a direct contractor
to the Lessee to work on or to furnish materials and supplies for the Project,
including, if applicable, a general contractor.
F. "Construction Contract Documents" - The document or documents,
including but not limited to any construction plans and specifications, including any
amendments, change orders or supplements thereto,which,together with the exhibits
thereto, collectively form the contract between the Public Entity or the Lessee and
the Contractor or Contractors concerning the Project,which documents are consistent
with the program plan and cost estimates presented to the Chairs of the Senate
3130922 2
�C� -i3��
. � Finance Committee and House Ways and Means Committee pursuant to Minnesota
Statutes, Section 16B.335.
G. "Declaration" - The Declaration which is attached to the Grant
Agreement as an exhibit, and which indicates that the Real Property and the Project
are bond financed property within the meaning of Minn. Stat. § 16A.695 (1994 and
1995 Supp.), and are subject to certain restrictions imposed thereby.
H. "Development Agreement"-The Development Agreement dated as of
, 1996, by and between the Public Entity and the Lessee.
I. "Draw Requisition" -A draw requisition in the form attached hereto as
E�ibit A which the Public Entity, or its designee, will submit to the State when an
Advance is requested and which is refened to in Section 2.02 hereof.
J. "Event of Default" - One of the events of default specified in Section
5.01 hereof.
K. "Grant" - A grant of monies from the State to the Public Entity in an
amount not to exceed Dollars ($ ).
L. "Grant Agreement" - That certain Construction Grant Agreement for
the Project of even date herewith, under which the State
provides the Grant to the Public Entity, which such document is incorporated herein
by reference as if it were attached hereto as a separate e�ibit.
M. "Inspecting Engineer", if any - the State's construction inspector, or its
designated consulting engineer.
31304'L2 3
. ac�.- ���t�
� N. "Lessee" - The Science Museum of Minnesota, its successors and
assigns.
O. "Project" - The improvement, rehabilitation, or new construction of a
in accordance with the Construction Contract Documents.
P. "Public Entity" - , a
Q. "Real Property" - The land upon which the Project is, or will be,
located, and which is more particularly described in the Grant Agreement.
ARTICLE II
Commitment to Make Advances,
Terms of Advances and Draw Requests
Section 2.01 The Advances. The State agrees, on the terms and subject to the
conditions hereinafter set forth, to make Advances from the Grant to the Public Entity or
its designee from time to time in an aggregate principal amount of up to and including the
full amount of the Grant.
Section 2.02 Draw Requisitions. Whenever the Public Entity desires a disbursement
of a portion of the proceeds of the Grant, which shall be no more often than monthly, the
Lessee or the Public Entity shall submit to the State a Draw Requisition, duly executed on
behalf of the Public Entity or the Lessee. Each Draw Requisition shall be submitted on or
betv��een the first (lst) day and the fifteenth (15th) day of the month in which an Advance
is requested, and shall be submitted at least seven (7) days before the date the Advance is
desired. Each Draw Requisition with respect to construction items shall be limited to
3130922 4
. � °��- �3�4
• amounts equal to; (i) the total value of the classes of the work by percentage of completion
as approved by the State and the Lessee, plus (ii) the value of materials and equipment not
incorporated in the Project, but delivered and suitably stored on or off the Project site in a
manner acceptable to the State, less (ui) ten percent (10%), and less (iv) prior Advances.
Notwithstanding anything herein to the contrary, no Advances for materials stored
on or off the Project site will be made by the State unless the Public Entity or the Lessee
shall advise the State, in writing, of its intention to so store materials prior to their delivery.
It is specifically agreed that the propriety of Advances for materials stored on or off the
Project site shall be determined in the State's sole discretion.
At the time of submission of each Draw Requisition, other than the final Draw
Requisition, the Public Entity or L,essee shall submit to the State such supporting evidence
as may be reasonably requested by the State to substantiate all payments which are to be
made out of the relevant Draw Requisition and/or to substantiate all payments then made
with respect to the Project.
At the time of submission of the final Draw Requisition,which shall not be submitted
before substantial completion of the Project, including all landscape requirements and
off-site utilities and streets and correction of material defects in workmanship and/or
materials (other than completion punch list items) as provided in the Construction Contract
Documents, the Public Entity or Lessee shall submit to the State; (i) such supporting
evidence as may be requested by the State to substantiate all payments which are to be
made out of the final Draw Requisition and/or to substantiate all payments then made with
31309'L2 S
. �(�- �3-��
• respect to the Project, and (u) satisfactory evidence that all work requiring inspection by
� municipal or other governmental authorities having jurisdiction has been duly inspected and
approved by such authorities and by the rating or inspection organization, bureau,
corporation or office having jurisdiction, and that all requisite certificates of occupancy and
other approvals have been issued.
If on the date an Advance is desired, the Public Entity or the Lessee has performed
all of the agreements and complied with all requirements therefore to be performed or
complied with hereunder, and the State approves the relevant Draw Requisition, then the
State shall disburse the amount of the requested Advance to the Public Entity or its
designee.
Section 2.03 Disbursement of Borrower's �nds. If the State shall at any time in
good faith determine, upon request of the State, that the undisbursed amount of the Grant,
plus the amount of all other funds committed to the construction of the Project, is less than
the amount required to pay all costs and expenses of any kind (excluding contingencies)
which reasonably may be anticipated in connection with the construction of the Project, and
the State shall thereupon send written notice thereof to the Public Entity and the Lessee
specif�-ing the amount that must be supplied in order to provide sufficient funds to complete
the construction of the Project, then the Public Entity agrees that it will, within thirty (30)
calendar days of receipt of any such notice, require the Lessee to supply the amount of
funds specified in the State's notice or provide evidence acceptable to the State that
sufficient funds are available to complete the construction of the Project.
3130422 6
. Q�—i 3�c�
. ARTICLE III
� Conditions of Lending
Section 3.01 Condition Precedent to Anv Advance. The obligation of the State to
make any Advance hereunder(including the initial Advance)shall be subject to the following
conditions precedent:
A. The State shall be in receipt of the Grant Agreement duly executed by
the Public Entity.
B. The State shall be in receipt of the Declaration duly executed by the
Public Entity.
C. The State shall be in receipt of a copy of the fully executed
Construction Contract Documents, which such documents shall provide for the
construction of the Project for a guaranteed maximum price or a fixed price and shall
be in form and content acceptable to the State.
D. The State shall be in receipt of evidence that the Contractor will
construct the Project substantially in conformance with the Construction Contract
Documents, and pay all amounts owing to all laborers and materialmen who worked
on the Project or supplied materials therefor, other than amounts being contested in
good faith. Such evidence may be in the form of Payment and Performance Bonds
naming the State and the Public Entity dual obligees thereunder, or such other
evidence as may be acceptable to the Public Entity and the State.
3130922 /
. �'�-►���
. E. The State shall be in receipt of evidence showing that the Public Entity
� is the fee simple owner of the Real Estate and the Project.
F. The State shall be in receipt of evidence showing that all permits
necessary for the completion of the Project have been paid for and issued other than
those permits which may not lawfully be obtained until a future date.
G. The State shall be in receipt of evidence that there are sufficient funds
available to construct the Project.
H. No determination shall have been made by the State pursuant to
Section 2.03 hereof that the amount of funds committed to the construction of the
Project is less than the amount required to pay all costs and expenses of any kind
which reasonably may be anticipated in connection with the construction of the
Project, or if such a determination has been made and notice thereof sent to the
Public Entity and the Lessee, the Public Entity has caused the Lessee to either supply
the necessary funds in accordance with Section 2.03 hereof or provide evidence that
sufficient funds are available.
I. No Event of Default hereunder, or event which would constitute such
an Event of Default but for the requirement that notice be given or that a period of
grace or time elapse, shall have occurred and be continuing.
31307L2 p
� �(�-i3�(�
, ARTICLE IV
' Representations and Warranties
Section 4.01 Representations and Warranties. The Public Entity represents and
warrants as follows:
A. The execution of this A.greement, the Grant Agreement, the
Declaration, and any and all other documents referred to herein are within the
powers of the Public Entity, and do not violate any provision of law.
B. This Agreement, the Grant Agreement, the Declaration, and any and
all other documents referred to herein are the legal, valid and binding obligations of
the Public Entity enforceable against the Public Entity in accordance with their
respective terms.
C. It has good and marketable title to the Real Property and Project,
subject cnly to easements, covenants, conditions and restrictions that do not
materially interfere with the proposed Project.
D. The Project will be completed by the Completion Date substantially in
accordance with the Construction Contract Documents and will be situated entirely
on the Real Property.
E. The Project and the contemplated use thereof, while being completed
and at the time of completion, will not violate any applicable zoning or use statute,
ordinance, building code, rule or regulation, or any covenants or agreements of
record.
3��z 9
. �(���3��e
� F. It will fumish to the State as soon as possible and in any event within
� seven (7) days after the Public Entity has obtained knowledge of the occurrence of
each Event of Default, or each event which with the giving of notice or lapse of time
or both would constitute an Event of Default, a statement setting forth details of each
Event of Default, or event which with the giving of notice or upon the lapse of time
or both would constitute an Event of Default, and the action which the Public Entity
proposes to take with respect thereto.
G. It will not, without the prior written consent of the State, agree or
consent to any changes in the terms and provisions of the Construction Contract
Documents.
H. It will furnish from time to time such satisfactory evidence regarding the
representations and warranties described herein as may be required by the State.
ARTICLE V
Events of Default and Rights and Remedies
Section 5.01 Events of Default. The following shall constitute events of default:
A. The Public Entity shall fail to duly observe or perform any of the terms,
provisions, conditions,covenants or agreements required to be observed or performed
by the Public Entity hereunder, or under the Grant Agreement.
B. Any representation or warranty made by the Public Entity herein,in the
Grant Agreement, in any Draw Requisition, or any other document furnished
pursuant to this Agreement, or in order to induce the State to make any Advance
31309':2 1 Q
. ��.- � 3�tr�
� hereunder, shall prove to have been untrue in any material respect or materially
� misleading as of the time such representation or warranty was made.
C. The Public Entity shall be in default under or in breach of any of the
terms of the Grant Agreement, and such default or breach shall not be cured or
waived by the State within the period or periods of grace, if any, applicable thereto.
D. At any time any Advance is requested by the Public Entity, the title to
the Real Property or the Project is not satisfactory to the State because of a change
in the condition it was in after the date of the first Advance.
E. The Project is materially damaged or destroyed by fire or other
casualty, and the loss is not adequately covered by insurance actually collected or in
the process of collection.
F. The completion of the Project is abandoned or discontinued, in each
instance for reasons other than acts of God, fire, storm, strikes, blackouts, labor
difficulties, riots, inability to obtain materials, equipment or labor, governmental
restrictions or any similar cause over which the Public Entity is unable to exercise
control.
G. The Project is not constructed substantially in accordance with the
Construction Contract Documents by the Completion Date.
H. Within a reasonable period of time after completion of the Project, the
Lessee fails to obtain a certificate of occupancy, or such other equivalent document,
from the municipality in which the Project is located.
3130422 11
. �t�-�3-��
I. The State shall ascertain that the cost of completing the Project
substantially in accordance with the Construction Contract Documents is greater than
the amount of monies available to construct the Project and Lessee fails to supply the
additional funds required by Section 2.03 or fails to provide evidence acceptable to
the State that the funds are sufficient.
Section 5.02 Riehts and Remedies. Upon the occurrence of an Event of Default and
at any time thereafter until such Event of Default is cured to the satisfaction of the State,
the State may, by notice in writing to the Public Entity, refrain from making Advances
hereunder (but the State may make Advances after the occurrence of an Event of Default
without thereby waiving its rights and remedies hereunder).
ARTICLE VI
Miscellaneous
Section 6.�J1 Inspections. The Public Entity, the Lessee, and the Architect shall be
responsible for making inspections of the Project during the construction of the Project, and
shall determine to their own satisfaction that the work done or materials supplied by the
Contractors to whom payment is to be made out of each Advance has been properly done
or supplied in accordance with the applicable contracts with such Contractors. If any work
done or materials supplied by a Contractor are not satisfactory to the Public Entity, Lessee,
and/or the Architect, or if a Contractor is not in material compliance with the Construction
Contract Documents in any respect, and if such deficiencies are not corrected to the
satisfaction of the Architect, the Public Entity will immediately notify the State, in writing,
313U4''_2 12
. ��,— � ��c�
, of such fact. It is expressly understood and agreed that the State and the Inspecting Engineer
� may conduct such inspections of the Project as either may deem necessary for the protection
of the State's interest, and that any inspections which may be made of the Project by the
State or the Inspecting Engineer are made, and all certificates issued by the Inspecting
Engineer will be issued, solely for the benefit and protection of the State, and the Public
Entity will not rely thereon.
Section 6.02 Liabili . The Public Entity and the State Entity do both agree that
they will be responsible for their own acts and the results thereof to the extent authorized
by law, and they shall not be responsible for the acts of the other party and the results
thereof. The Public Entity acknowledges and agrees that the liability of both the State
Entity and the Finance Commissioner is governed by the provisions contained in Minn. Stat.
§ 3.736 (1994), as such may subsequently be amended, modified or replaced.
Section 6.03 Addresses for Notices. All notices to be given by either party to the
other hereunder shall be in writing and deemed to have been given when delivered
personally or when deposited in the United States Mail, registered or certified postage
prepaid, addressed as follows:
To the Public Entity at:
Attention:
3130922 13
. ��-i���
. To the State at:
Attention:
or addressed to any such party at such other address as such party shall hereafter furnish
by written notice to the other party.
Section 6.04 Termination of this Agreement. The obligations of the Public Entity
under this Agreement, but not under the Grant Agreement, or any other agreement(s)
attached hereto or incorporated herein by reference, shall cease upon the State's
certification that the Project has been completed substantially in accordance with the
Construction Contract Documents.
Section 6.05 T�me of Essence. Time is of the essence in the performance of this
Agreement.
Section 6.06 Binding Effect and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Public Entity and the State, and their respective successors
and assigns, except that the Public Entity may not transfer or assign its rights hereunder
«•ithout the prior written consent of the State.
Section 6.07 Waivers. No waiver by the State of any default hereunder shall operate
as a waiver of any other default, or of the same default on a future occasion. No delay on
the part of the State in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy preclude other or
further exercise thereof, or the exercise of any other right or remedy.
31309'L2 14
. ��� �3��
, Section 6.08 State's Remedies. The rights and remedies herein specified are
' exclusive of any rights or remedies which the State would otherwise have.
Section 6.09 Governing Law and Entire A�reement. This Agreement, the Grant
Agreement, and the Declaration shall all be governed by the laws of the State of Minnesota.
This Agreement and the Grant Agreement contains the entire agreement of the parties on
the matters covered herein. No other agreement, statement or promise made by any party
or by any employee, officer, or agent of any party that is not in writing and signed by all the
parties to this Agreement shall be binding.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original, but such
counterparts shall together constitute one and the same instrument.
Section 6.11 Additional Requirements. The Public Entity and the State agree to
comply v��ith the iollowing additional requirements.
(If there are no additional requirements then insert the word "NONE".)
3��z 15
� �- ����
,
IN WITNESS WHEREOF, the parties hereto have executed this Disbursement
Agreement, or caused it to be executed by their duly authorized officers or partners, as of
the date first above written.
PUBLIC ENTITY:
a
By:
Its:
And:
Its:
STATE:
By:
Its:
Approved as to form and execution:
Assistant Attorney General
Approved by:
Department of Finance
Approved by:
Department of Administration
31309'�2 16
� �'(�- � J1(�
> EXHIBIT A
Form of Draw Requisition
. 3130422
�
a � �� � m1,� �
���� �"�4 � r
�c� — � 3��
LEASE
BETWEEN
CITY OF SAINT PAUL, MINNESOTA, as Lessor,
AND
THE SCIENCE MUSEUM OF MINNESOTA, as Tenant
, 1997
THIS DOCUMENT WAS DRAFTED BY:
Briggs and Morgan, Professional Association (MNID)
2200 West First National Bank Building
St . Paul, Minnesota 55102
(612) 223-6600
295832.4
f i "�-I��T
TABLE OF CONTENTS
(Not a part of this Lease)
Paae
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I - Definitions and Exhibits . . . . . . . . . . . . 1
Section 1 . 01 . Definitions . . . . . . . . . . . . . . . 1
Section 1 . 02 . Exhibit . . . . . . . . . . . . . . . . . 3
ARTICLE 2 - Representations of Parties . . . . . . . . . . . 4
Section 2 . 01 . Representations by the City . . . . . . . 4
Section 2 . 02 . Representations by Tenant . . . . . . . . 4
ARTICLE 3 - Lease and Rentals . . . . . . . . . . . . . . . . 6
Section 3 .01 . Lease . . . . . . . . . . . . . . . . . . 6
Section 3 .02 . Basic Rent . . . . . . . . . . . . . . . 6
Section 3 . 03 . Additional Rent . . . . . . . . . . . . . 6
Section 3 . 04 . Tenant' s Obligations Unconditional . . . 7
Section 3 . 05 . Tenant' s Remedies . . . . . . . . . . . . 7
Section 3 . 06 . Non Recourse . . . . . . . . . . . . . . 8
ARTICLE 4 - Use and Maintenance, Modifications,
Taxes and Insurance . . . . . . . . . . . . . 9
Section 4 . 01 . Use and Maintenance . . . . . . . . . . . 9
Section 4 . 02 . No Obligation of City to Pay For
Operation and Maintenance of Science
Center . . . . . . . . . . . . . . . . . 9
Section 4 . 03 . Modifications . . . . . . . . . . . . . . 9
Section 4 . 04 . Liens . . . . . . . . . . . . . . . . . . 10
Section 4 .05 . Removal of Leased Equipment . . . . . . . 10
Section 4 . 06 . Taxes and Other Governmental Charges and
Utility Charges . . . . . . . . . . . . . 10
Section 4 . 07 . Liability Insurance . . . . . . . . . . . 11
Section 4 . 08 . Property Insurance . . . . . . . . . . . 11
Section 4 . 09 . Other Insurance and Requirements for All
Insurance . . . . . . . . . . . . . . . . 11
Section 4 . 09A. Increase in Coverage . . . . . . . . . . 12
Section 4 . 10 . Advances . . . . . . . . . . . . . . . . 12
Section 4 . 11 . Installation of Tenant ' s Equipment . . . 12
ARTICLE 5 - Damage, Destruction and Condemnation . . . . . . 14
Section 5 . 01 . Damage and Destruction . . . . . . . . . 14
Section 5 . 02 . Condemnation . . . . . . . . . . . . . . 15
ARTICLE 6 - Tenant' s Covenants . . . . . . . . . . . . . . . 17
Section 6 . 01. Inspection and Access . . . . . . . . . . 17
Section 6 . 02 . Books and Records; Audit . . . . . . . . 17
295832.4
. _ �� ��3��
Section 6 . 03 . Indemnity . . . . . . . . . . . . . . . . 17
Section 6 .04 . Continuing Existence and Qualification . 17
Section 6 . 05 . Surrender of Project . . . . . . . . . . 18
Section 6 . 06 . Statement of Compliance . . . . . . . . . 18
ARTICLE 7 - Tenant' s and City' s Options . . . . . . . . . . 19
Section 7 . 01 . Assignment and Sublease . . . . . . . . . 19
Section 7 . 02 . Prepayment of Rents . . . . . . . . . . . 19
Section 7 . 03 . Abatement of Basic Rent . . . . . . . . . 19
Section 7 . 04 . Termination . . . . . . . . . . . . . . . 20
Section 7 . 05 . Renewal of Lease . . . . . . . . . . . . 20
Section 7 . 06 . Transfer of Title . . . . . . . . . . . . 20
ARTICLE 8 - Events of Default and Remedies . . . . . . . . . 21
Section 8 . 01 . Events of Default . . . . . . . . . . . . 21
Section 8 . 02 . City Remedies . . . . . . . . . . . . . . 21
Section 8 . 03 . Manner of Exercise . . . . . . . . . . . 22
Section 8 . 04 . Effect of Waiver . . . . . . . . . . . . 22
Section 8 . 05 . Waiver of Stay or Extension . . . . . . . 22
ARTICLE 9 - General . . . . . . . . . . . . . . . . . . . . . 24
Section 9 .01 . Notices . . . . . . . . . . . . . . . . . 24
Section 9 . 02 . Binding Effect . . . . . . . . . . . . . 24
Section 9 . 03 . Severability . . . . . . . . . . . . . 24
Section 9 . 04 . Execution Counterparts • . . . . . . . . . 24
Section 9 . 05 . Prior Leases Superseded . . . . . . . . . 24
Section 9 . 06 . Exercise of City Powers . . . . . . . . . 25
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . 25-26
ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . 2 7-2 8
EXHIBIT A - Legal Description of Science Center Air Rights Parcel
295832.4
t
�'�-� 3�(�
THIS LEASE dated as of , 1997*, between the CITY
OF SAINT PAUL, a Minnesota municipal corporation, called herein
the City, and the Science Museum of Minnesota, a Minnesota
non-profit corporation, called herein the Tenant, WITNESSETH that
the City demises and leases to the Tenant, and the Tenant leases
from the City, the Science Center herein described, for a term
commencing as of the date of this Lease and extending through
November 1, 2020 (the "Lease Term��) , unless sooner terminated as
herein provided and at the rentals and upon the further terms and
conditions herein set forth; and that the City and the Tenant,
each in consideration of the representations, covenants and
agreements of the other as set forth herein, mutually represent,
covenant and agree as follows :
ARTICLE I
Definitions and Exhibits
Section 1.01 . Definitions .
Development Agreement : the Development Agreement dated as of
, 1996 by and between the City and the Tenant;
Fiscal Year: the twelve (12) month period beginning on
January 1 of each year and ending on December 31 of the same
year;
Gross Revenues : all operating revenues or other amounts
received by the Tenant from the Science Center, including but not
limited to, all ticket sales, user fees, any rent pursuant to a
sublease of the Science Center, and any net proceeds from
business interruption insurance;
Lease: this Lease, including any amendment hereof or
supplement hereto;
Net Proceeds : with respect to any insurance payment or
condemnation award, the gross proceeds remaining therefrom after
payment of all expenses incurred in the collection thereof;
**Permitted Encumbrances : this Lease and, as of any
particular time,
(A) liens for taxes and special assessments not it then
delinquent;
" To be dated as of date of Museum Lease
**Revise?
295832.4
. , � �(� - 13��
(B) utility, access and other easements and
rights-of-way, restrictions and exceptions that an
independent engineer certifies will not interfere with or
impair the operation of the Science Center (or, if it is not
being so operated, the operations for which it was designed
or last modified or for which it is being used at the time
of such certificate) ;
(C) any mechanic' s, laborer' s, materialman� s,
supplier' s or vendor' s lien or right in respect thereof if
payment is not yet due under the contract in question;
(D) the security interest of Imax Entertainment Limited
under its contract with the Tenant dated February 28, 1976
relating to the furnishing of certain equipment for the
Science Center;
(E) the security interest of Spitz Space Systems, Inc.
under its contracts with the Tenant dated May 1, 1976 and
relating to the furnishing of certain equipment for the
Science Center;
(F) the Reciprocal Agreement;
Reciprocal Agreement: that certain Agreement, dated July 31,
1979, among Fountain Development Company, Twenty Broad Street
Leasing Company, Incorporated, the Tenant, the City and the
Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota, including any amendments thereof;
Science Center•
(A) the real property, easements and other rights
described in Exhibit A,
(B) the building, fixtures and equipment now located on
such real property, except property installed by the Tenant
pursuant to Sect . 4 .11 hereof and tagged or otherwise
identified as property of the Tenant not included in the
Science Center.
(C) all other building improvements, fixtures and
equipment, which may from time to time be added to the
Science Center, and
(D) all additions to and substitutions for any of the
foregoing which may be made as permitted or required by this
Lease, except that any of the foregoing which may be
released or taken by eminent domain as authorized or
295832.4 2
4(� - ( 3�(�
contemplated by this Lease shall no longer constitute a part
of such Science Center;
State: the St,ate of Minnesota.
Section 1 . 02 . Exhibit . The following Exhibit is attached to
and by reference made a part of this Lease:
Exhibit A: legal description of the real property upon which
the Science Center is located and the other real and personal
property comprising the Science Center as of the date hereof .
295832.4 3
, �
�(� - ( 3�(�
ARTICLE 2
Representations of Parties
Section 2 . 01 . Representations by the City.
The City makes the following representations as the basis
for its covenants herein:
(1) The City has accepted the conveyance by Twenty Broad
Street Leasing Company, Incorporated, of the Science Center,
subject to Permitted Encumbrances, but the City makes no
representations or warranties with respect to its title thereto;
(2) The City has entered into the Development Agreement
with the Tenant;
(3) The City will not, during the term of this Lease and so
long as Tenant is not in default hereunder, take any actions to
disturb the Tenant ' s quiet possession and enjoyment of the
Science Center;
(4) The City is authorized by Minnesota Statutes, Sections
471 . 15 through 471 . 191 and the City Charter to take all actions
described in this Section 2 . 01 and to enter into this Lease, and
the City' s governing body has authorized all such actions in
accordance with law.
Section 2 . 02 . Representations by Tenant .
The Tenant herein makes the following representations as the
basis for its covenants herein:
(1) The Tenant is a non-profit corporation duly organized,
existing and in good standing under the laws of the State of
Minnesota, has power to enter into this Lease, and by proper
corporate action has authorized the execution and delivery of
this Lease;
(2) The Tenant is an exempt organization within the meaning
of Section 501 (c) (3) of the United States Internal Revenue Code,
not subject to taxation under Section 501 (a) of the Code;
(3) The execution and delivery of this Lease, the
consummation of the transactions contemplated hereby, and the
fulfillment of the terms and conditions hereof do not and will
not conflict with or result in a breach of any of the terms or
conditions of any corporate restriction or of any agreement or
instrument to which the Tenant is now a party, and do not and
will not constitute a default under any of the foregoing, or
295832.4 4
. . �c� - � 3—��
result in the creation or imposition of any lien, charge or
encumbrance of any nature upon any of the property or assets of
the Tenant contrary to the terms of any instrument or agreement;
(4) The Tenant does not rely on any warranty of the City,
either express or implied;
(5) Any activities conducted at the Science Center will not
violate any provision of federal or State law, or any provision
of the City Charter and the ordinances adopted thereunder.
295832.4 5
. Q�- � 3�1�
ARTICLE 3
Lease and Rentals
Section 3 .01 . Lease. The City hereby leases to the Tenant,
its successors and assigns, and the Tenant hereby leases from the
City, the Science Center described in the attached Exhibit A,
subject to Permitted Encumbrances, for the purposes specified in
Section 2 .02, for a term commencing on the date of this Lease and
continuing through March 15, 2020 unless previously terminated or
extended as hereinafter provided.
Section 3 . 02 . Basic Rent . Subject to the right of
prepayment granted in Section 7 .02 hereof, the Tenant agrees to
pay (i) on or before each March 1 of each year commencing
March 1, 1998 through and including March 1, 2000, the sum of
$1 . 00 per year and (ii) commencing on March 1, 2001, and on March
1 of each year thereafter through and including March 1, 2020, as
basic rent for the Science Center, the greater of (a) $250, 000*
per year or (b) 10� of the Gross Revenues . The basic rent shall
be paid by the Tenant directly to the City at the address set
forth in Section 9 .01 hereof. This Lease is a net lease, and the
City shall be under no obligation to the Tenant to operate,
maintain, replace or improve the Science Center or pay the cost
thereof, but shall be entitled to receive the basic rent
hereunder on an absolute net basis, and such rent shall not be
subject to reduction or abatement except as provided in Section
7 . 03 . At the time basic rent is due hereunder during the years
2001 through 2020, the Tenant shall supply the City with a
calculation of the Gross Revenues, and all backup information
used to calculate the same.
Section 3 . 03 . Additional Rent.
The Tenant agrees to pay the following items to the
following persons as additional rent under this Lease:
(1) to the County Treasurer of Ramsey County, and to any
other governmental official authorized by law to collect any ad
valorem taxes or special assessments levied on the Science Center
or on the privilege of using the same, the full amount of all
such taxes and special assessments due and payable during the
term of this Lease, if any, it being understood that under the
provisions of Minnesota Statutes, Section 471 . 191, Subdivision 4,
the Science Center is exempt from ad valorem taxation so long as
devoted to the public purposes provided in Section 2 . 02 and is
* Revise to monthly?
295832.4 6
, , `��- 13"7(�
not leased or subleased to any private individual, association or
corporation for use in a business conducted for profit;
(2) to each public or private person, firm or corporation
furnishing utility service for the Science Center,� when due and
payable during the term of this Lease, all fees, charges and
rentals for such service;
(3) to the City the amount of all advances of funds made by
it under the provisions of Section 4 . 10, with interest thereon
from the date of each advance at the rate of 10 . 00% per annum.
The Tenant represents and agrees that the provisions of Minnesota
Statutes, Section 471 .191, Subdivision 1, authorizing non-profit
corporations to off-set the amount of any ad valorem taxes and
special assessments levied on any land, building or facilities
leased by the non-profit corporation pursuant to said Subdivision
1, are not applicable to this Lease, and that the Tenant waives
any rights it may have to obtain such an off-set against the
rentals due under this Lease or to any reimbursement from the
City of any taxes and special assessments paid with respect to
the Science Center.
Section 3 . 04 . Tenant' s Obligations Unconditional . All
basic and additional rent and all other payments required of the
Tenant hereunder shall be paid without notice or demand and
without setoff, counterclaim, abatement, deduction or defense
except as provided in Section 7 .03 .
Section 3 . 05. Tenant' s Remedies . Nothing contained in this
Section shall be construed to release the City from the
performance of any of its agreements in this Lease or the
Reciprocal Agreement, and if the City should fail to perform any
such agreement, the Tenant may institute such action against the
City as the Tenant may deem necessary to compel the performance,
so long as such action shall not violate the Tenant ' s agreements
in Sections 3 . 02 and 3 . 03 . The Tenant may at its own cost and
expense, and in its own name or in the name of the City,
prosecute or defend any action or proceeding against third
parties or take any other action which the Tenant deems
reasonably necessary in order to secure or protect �its right of
possession, occupancy and use of the Science Center under this
Lease. In this event the City agrees to cooperate fully with the
Tenant, and to take all action necessary to effect the
substitution of the Tenant for the City in any such action or
proceeding if the Tenant shall so request . The Tenant agrees to
indemnify and hold the City harmless against any and all costs,
expenses, claims and damages of any nature, incurred by it as a
result of any legal action taken by the Tenant with respect to
any third party, prior to commencing any such legal action.
295832.4 7
Ll�"�3��
Section 3 . 06 . Non Recourse. It is agreed by the City and
the Tenant that this Lease is not intended to create any personal
liability for the "debt" herein created on account of the
obligation of the Tenant to pay basic rent or for the performance
of any obligation imposed on the Tenant herein, with the
exception of any obligations contained herein which are not,
either directly or indirectly, obligations attributable to the
obligation to pay basic rent . Therefore, notwithstanding any
-other provision in this Lease to the contrary, neither the Tenant
nor individuals signing this agreement on behalf of the Tenant
nor any other officer or director of the Tenant, its permitted
successors or assigns, shall be personally liable or responsible
either directly or indirectly for the payment of basic rent . If
an Event of Default should occur in the making of such payments
of basic rent, the City' s remedies shall be limited accordingly.
Notwithstanding the provisions of the foregoing paragraph,
nothing in this Lease shall be construed to relieve the Tenant
from liability on account of any of the following; fraud; waste
with respect to the Science Center; conversion of assets
constituting assets of the Science Center to the use or benefit
of the Tenant; or usurpation of the proceeds of any condemnation
award or insurance claim payment in violation of the terms of
this Lease.
295832.4 8
, �(� -� 37c,
ARTICLE 4
Use and Maintenance, Modifications,
Taxes and Insurance
Section 4 . 01 . Use and Maintenance. During the Lease term
the Tenant will utilize the Science Center for any lawful purpose
(including subleasing) with the prior written approval of the
City, which approval shall not be unreasonably withheld. The
Tenant, will at its own expense, complete and keep the Science
Center and all parts thereof in good repair and good operating
condition and in as safe condition as its operations will
reasonably permit, making all ordinary repairs, replacements and
substitutions thereof which may be necessary for this purpose;
and will comply with all laws, rules, regulations and ordinances
applicable to the possession, use and operation of the Science
Center. ---
Sectiori 4 . 02 . No Obligation of City to Pay For Operation
and Maintenance of Science Center. The Tenant represents and
agrees that the City is not required under the provisions of
Minnesota Statutes, Section 471 . 191, Subdivision 3, to provide in
its annual budget for any deficiency in revenues of the Tenant
available to pay costs of operation and maintenance of the
Science Center; and the Tenant hereby waives any rights it may
have to require the City to provide for any such deficiency. If
the moneys of the Tenant available for the payment of such costs
are less than the amount of such costs to be paid by the Tenant,
or if for any reason such costs are not paid by the Tenant, or if
any person commences a legal action against the City seeking to
require it to pay or provide in its budget for the payment of all
or any part of such costs, the City may declare the Tenant to be
in default hereunder and the City shall be authorized to exercise
all or any of the remedies available to it under Section 8 . 02 .
The Tenant also agrees to indemnify and hold the City harmless
from any and all costs, expenses, claims, damages and expendi-
tures of any nature incurred by it in defending any such legal
action or in complying with the order of any court issued as a
result thereof .
Section 4 . 03 . Modifications. The Tenant may from time to
time make any additions, modifications or improvements to the
Science Center, located wholly within the Science Center site or
easements described in Exhibit A, that it may deem desirable for
the purposes described in Section 4 . 01 and that do not adversely
affect the structural integrity of the Science Center or any part
of it . All additions, modifications and improvements made by the
Tenant shall become a part of the Science Center subject to the
provisions of this Lease.
295832.4 9
�(� - i 3�4
Section 4 . 04 . Liens. The Tenant will not permit any
encumbrance or lien to be filed or established or to remain
against the Science Center for labor or materials furnished in
connection with any additions, modifications, improvements,
repairs, renewals or replacements made by it, except Permitted
Encumbrances; provided, it may in good faith contest any
encumbrance or lien filed or established and in such event may
permit the items contested to remain undischarged and unsatisfied
during the period of such contest and any appeal therefrom. The
City will cooperate fully with the Tenant in any such contest,
provided that the Tenant shall undertake to pay all costs and
expenses incurred by the City and to indemnify the City and save
it harmless against any risks, claims or liabilities arising out
of such contest .
Section 4 . 05 . Removal of Leased Equipment . Subject to and
except as provided in Section 4 .11 hereof, the Tenant shall not
remove or permit the removal of any equipment or other property
comprising part of the Science Center except in accordance with
the provisions of this Section. In any instance where the Tenant
in its sound discretion determines that any item of such
equipment or other property has become inadequate, obsolete, worn
out or unsuitable for the operation of or use in the Science
Center, the Tenant may remove it, with or without substitution or
installation of other equivalent equipment. The Tenant shall pay
all costs of such removal and substitution, and shall repair all
damage to the Science Center resulting therefrom. All substitute
eguipment shall become part of the Science Center and subject to
the provisions of this Lease. Notwithstanding anything else in
this Lease to the contrary, the Tenant shall have the right to
remove any trade fixtures, equipment, exhibits and other personal
property of Tenant and leased or rented property other than
pursuant to this Lease.
Section 4 . 06 . Taxes and Other Governmental Charaes and
Utility Charges . The Tenant will make promptly all the term of
this Lease of ad valorem taxes lawfully levied upon or with
respect to the Science Center or its use, if any; of other
charges lawfully made by any governmental body for public
improvements that may be or become secured by a lien on the
Science Center; and of utility and other charges incurred in the
operation, maintenance, use, occupancy, and upkeep of the Science
Center; including but not limited to taxes or service charges on
any property of the Tenant brought in or upon the Science Center,
sales and other excise taxes on products thereof, and any taxes
levied upon or with respect to income or profits from the Science
Center which, if not paid, might become a lien thereon. The
Tenant may, at its own expense, in good faith contest any such
taxes or service charges and, in the event of such contest, may
295832.4 1 0
. R� � I 3-��
permit the items so contested to remain unpaid during the period
of the contest and any appeal therefrom.
Section 4 . 07 . Liability Insurance. The Tenant will procure
and maintain continuously in effect during the term of the Lease
insurance against liability for injuries to or death of any
person or damage to or loss of property arising out of or in any
way relating to the condition or its operation of the Science
Center or any part thereof, in the minimum amounts of $1, 000, 000
for death of or personal injury to any one person, $2, 000, 000
for all personal injuries and deaths arising out of any one
occurrence, and $300, 000 for property damage arising out of any
one occurrence, and will cause all contractors to maintain
insurance of similar kinds and amounts against all similar
liabilities on their part. The Net Proceeds of all such insurance
shall be applied toward extinguishment or satisfaction of the
liability with respect to which the insurance proceeds may be
paid.
Section 4 . 08 . Property Insurance. The Tenant will procure
and maintain continuously in effect during the term of the Lease,
to the extent of the full insurable value of the Science Center,
other than building foundations, insurance against loss from or
damage by vandalism and fire, with a uniform standard extended
coverage endorsement limited only as may be provided in the
standard form of extended coverage endorsement at the time in use
in Minnesota, in such amount as will be at least sufficient so
that a claim may be made for the full replacement cost of any
part thereof damaged or destroyed. In time of war in which the
United States of America is a belligerent, the City will procure
and maintain continuously in effect such insurance as may be
available from the United States of America, to the extent of
the full insurable value of the Science Center and insuring
against loss thereof or damage thereto from the risks and hazards
of war, if , such insurance is then generally carried by owners
of similar facilities in Minnesota. All policies evidencing
insurance required in this Section shall be carried in the names
of the City and the Tenant as their respective interests may
appear. Each policy may be written with a deductible amount of
$5, 000 . The Net Proceeds of insurance required by this Section
shall be applied as provided in Section 5 . 01 .
Section 4 . 09 . Other Insurance and Reguirements for All
Insurance. The Tenant will also procure and maintain
continuously in effect during the term of this Lease such other
insurance as is customarily carried by persons or organizations
engaging in the operation of public facilities similar to the
Science Center. All insurance policies required by this Article
shall be taken out and maintained with responsible insurance
companies organized under the laws of one of the states of the
295832.4 1 1
, . �(�— � 3�c�
United States and qualified to do business in the State; shall
contain a provision that the insurer shall not cancel or revise
coverage thereunder without giving written notice to both parties
at least ten (10) days before the cancellation or revision
becomes effective; and shall name the Tenant and the City as an
insured. The Tenant shall deposit with the City policies
evidencing any such insurance procured by it, or a certificate or
certificates of the respective insurers stating that such
insurance is in force and effect. Before the expiration of any
such policy, the Tenant shall furnish to the City evidence that
the policy has been renewed or replaced by another policy
conforming to the provisions of this Article, unless such
insurance is no longer obtainable in which event the Tenant shall
notify the City of this fact .
Section 4 . 09A. Increase in Coveraae. The insurance and the
size of any applicable deductible required to be maintained
pursuant to this Lease shall be subject to review as to its
adequacy by an Independent Insurance Consultant once every three
years beginning in the year 2000 . The Tenant shall cause such
review to be conducted and shall cause such Consultant to prepare
a written report regarding such review containing such
Consultant ' s recommendations, if any, for changes in such
insurance. The Tenant shall cause copies of such report to be
delivered promptly to the City and agrees to follow the
recommendations of such Independent Insurance Consultant to the
extent practicable. For purposes of this Section 4 . 09A, the term
"Independent Insurance Consultant" means any person who is not an
employee or officer of Tenant, appointed by Tenant, qualified to
survey risks and to recommend insurance coverage for
organizations engaged in like operations to those of the Tenant
and having a favorable reputation for skill and experience in
such surveys and such recommendations, and who may be a broker or
agent with whom Tenant transacts business, and reasonably
acceptable to City.
Section 4 . 10 . Advances. If the Tenant shall fail to make
all repairs, pay all liens, taxes and service charges and
maintain all insurance required in this Article, the City may,
but shall not be obligated to, take such action as may be
necessary to cure such failure, including the advancement of
money, and the Tenant shall be obligated to repay all such
advances on demand, with interest from the date of the advance to
the date of repayment at the rate of 10� per annum.
Section 4 .11 . Installation of Tenant ' s Equipment . The
Tenant may at any time and from time to time, in its sole
discretion and at its own expense, install items of movable
machinery and equipment in or upon the Science Center which items
shall be identified by tags or other symbols affixed thereto as
295832.4 1 2
, � �� -�3?�
property of the Tenant not included in the Science Center. All
such items so identified shall remain the sole property of the
Tenant, in which the City shall have no interest, and may be
modified or removed by the Tenant at any time, provided that the
Tenant shall repair and restore any and all damage to the Science
Center resulting from the installation, modification or removal
of any such items . Nothing in this Lease shall prevent the
Tenant from purchasing items to be installed pursuant to this
Section under a conditional sale or lease-purchase contract, or
subject to a vendor� s lien or security agreement, as security for
the unpaid portion of the purchase price thereof, provided that
no such lien or security interest shall attach to any other part
of the Science Center. The Tenant shall promptly pay when due
the purchase price and all costs and expenses of the acquisition
and installation of each item installed by it pursuant to this
Section.
295832.4 1 3
� � ��- ����
ARTICLE 5
Damage, Destruction and Condemnation
Section 5 . 01 . Damage and Destruction
(a) If the Science Center is partially destroyed or is
damaged by fire or other casualty, to such extent that the claim
for loss resulting therefrom is not greater than $50, 000, the
Tenant will promptly repair, rebuild and restore the property
damaged or destroyed to substantially the same condition as
existed before the event causing the damage or destruction, with
such changes, alterations and modifications (including the
substitution and addition of other property) as may be desired by
the Tenant and as will not impair the operating unity, productive
capacity or value of the Science Center, and will be suitable for
continued operation of the Science Center for the purposes
specified in this Lease. The Tenant will pay all costs thereof
and shall be entitled to receive all proceeds of insurance if
any, paid in respect of such claim.
(b) If the Science Center is destroyed in whole or in
part or is damaged by fire or other casualty to such extent that
the claim for loss resulting therefrom exceeds $50, 000, the
Tenant shall promptly give written notice thereof to the City.
The City or the Tenant, as determined by the City within 90 days
of the loss, shall proceed within a period of three years from
date of damage, in accordance with applicable public bidding
laws, to repair, rebuild and restore the property damaged or •
destroyed to substantially the same condition as existed before
the event causing the damage or destruction, with such changes,
alterations and modifications (including the substitution and
addition of other property) as may be desired by the Tenant and
will be suitable for continued operation of the Science Center
for the purposes specified in this Lease. Before the work is
undertaken the City or the Tenant, as the case may be, shall
cause plans and specifications therefor to be prepared and
reviewed by the other, and shall apply so much as may be
necessary of the insurance proceeds received for the damage by it
to payment of the costs of such repair, rebuilding or
restoration, including the restoration or replacement of
exhibits . If the insurance proceeds are not sufficient to pay
such costs in full, the Tenant, if required by the City, shall
pay that portion of the cost thereof in excess of the amount of
the proceeds . Any balance of insurance proceeds remaining after
payment of all costs of any repair, rebuilding or restoration,
including the restoration or replacement of exhibits shall be
applied to the payment of the next basic rental payment due under
Section 3 . 02 .
295832.4 1 4
. . �'�:-� 3-��
(c) Notwithstanding the provisions of paragraphs (a)
and (b) , if the Science Center is destroyed in whole or in part
so as to make the Science Center in the opinion of Tenant
unsuitable for the use for which it is intended, the City, at the
written request of the Tenant, shall use the insurance proceeds
to prepay basic rent payable under Section 3 . 02 (ii) hereof, which
shall be discounted to present value in accordance with Section
7 . 02 hereof; provided further that the Tenant shall pay the City
any additional amounts needed to prepay the present value of the
basic rent not covered by such insurance proceeds . Upon receipt
by the City of such payment, this Lease shall terminate and the
City shall deed its interests in the Science Center to the
Tenant .
Section 5 . 02 . Condemnation.
(a) If the Science Center or any part thereof is taken
by eminent domain by any governmental body or by any person, firm
or corporation acting under governmental authority, the award for
the interests of the City and the Tenant made in such proceedings
shall be applied in one or more of the ways described in this
Section 5 . 02 .
(b) The City or the Tenant, as determined by the City,
shall promptly, so far as possible and in accordance with
applicable public bidding laws, repair, rebuild and restore the
Science Center and all parts thereof to substantially the same
condition as existed before the taking, with such changes,
alterations and modifications (including the substitution and
addition of other property) as may be desired by the Tenant and
will be suitable for continued operation of the Science Center
for the purposes specified in this Lease. So far as possible the �
City will acquire such adjacent land in lieu of that taken as may
be needed for such restoration and requested in writing by the
Tenant . So much of the award as may be necessary shall be
applied to the payment of the cost of acquisition of the land.
Before the work of restoration is undertaken, the City or the
Tenant, as the case may be, shall cause plans and specifications
to be prepared and reviewed by the other. So much of the award
as may be necessary shall be applied to the payment of the costs
of such restoration, including restoration or replacement of
exhibits . If the award is not sufficient to pay such costs in
full, including the cost of any additional land required, the
Tenant, if required by the City, shall pay that portion of the
cost in excess of the amount of the award.
(c) All land, buildings, improvements and equipment
acquired in the restoration of the Science Center shall be deemed
a part thereof and available for use and occupancy by the Tenant
without the payment of any rents other than those provided in
295832.4 1 5
, � 4(� -i 3�c�
Article 3, to the same extent as if they had been specifically
described and demised in this Lease; provided that if the City
issues any obligations to finance improvements or restoration ,
required by Sections 5 . 01 or 5 .02 the Tenant will enter into a
supplemental lease providing for the payment of additional rent
sufficient to pay the principal of and interest on said
obligations.
(d) If any balance of the award shall remain after
restoration of the Science Center, including restoration or
replacement of exhibits in accordance with the plans and
specifications, such balance shall be applied to the payment of
the next basic rental payment due under Section 3 . 02 .
(e) The City will cooperate fully with the Tenant in
the handling and conduct of any prospective or pending
condemnation proceedings affecting the Science Center or any part
thereof and will, to the extent it may lawfully do so, permit the
Tenant to litigate in any such proceeding in the name and on
behalf of the City. In no event will the City voluntarily settle
or consent to the settlement of any such condemnation proceeding
without the written consent of the Tenant . The Tenant agrees to
indemnify and hold the City harmless against any and all costs,
expenses, claims and damages of any nature incurred by it as a
result of any such litigation prior to commencing the same.
� (f) The proceeds of any condemnation award made for
damages on account of the interference with Tenant' s rights under
this Lease or Tenant ' s business shall be the property of the
Tenant .
(g) Notwithstanding the provisions of paragraphs (a)
through (f) , if due to the taking in condemnation the Science
Center is in the Tenant ' s opinion unsuitable for the use for
which it is intended, the City, at the written request of the
Tenant, shall use the proceeds of the condemnation award to
prepay the basic rent payable under Section 3 .02 (ii) hereof,
which amount shall be discounted to present value in accordance
with Section 7 . 02 hereof; provided further that the Tenant shall
pay the City any additional amounts needed to prepay the present
value of the basic rent not covered by such condemnation
proceeds .
295832.4 1 6
. � `�(� �13�7(�
ARTICLE 6
Tenant ' s Covenants
Section 6 . 01. Inspection and Access . The Tenant agrees
that the City and their duly authorized agents shall have the
right at all reasonable times to examine and inspect the Science
Center and for that purpose to enter upon the Science Center.
Section 6 . 02 . Books and Records; Audit . The Tenant
covenants and agrees that it will keep complete and accurate
books and records reflecting all of its financial transactions,
that it will annually cause such books and records to be audited
by a certified public accounting firm, and that it will provide
the City with a copy of the audit report of such firm within 120
days after the close of its fiscal year, which audit shall be
accompanied by a statement of the auditing firm that nothing has
come to their attention during the preparation of the audit which
would constitute an Event of Default under this Lease.
Section 6 . 03 . Indemnitv. The Tenant will pay, and will
protect, indemnify and save the City harmless from and against
all liabilities, losses, damages, costs, expenses (including
attorneys ' fees and expenses) , causes of action, suits, claims,
demands and judgments of any nature arising from:
(1) any injury to or death of any person or damage to
property in or upon the Science Center or growing out of or
connected with the use, non-use, condition or occupancy of the
Science Center or a part thereof, including losses caused by the
negligence of the City, its agents or contractors, but not any
negligence arising from the use, non-use, condition or occupancy
of the parking ramp beneath the Science Center, and the ramp
elevators;
(2) violation of any agreement or condition of this
Lease by the Tenant;
(3) violation of any contract, agreement or
restriction of the Tenant which shall have existed at the
commencement of the term of this Lease or shall have been
approved by the Tenant;
(4) violation of any law, ordinance or regulation
affecting the Science Center or a part thereof or the ownership,
occupancy or use thereof, except as occasioned by the City;
Section 6 . 04 . Continuing Existence and Oualification. The
Tenant is and throughout the Lease Term will remain duly
295832.4 1 7
� �'�- � 3—�c�.
qualified to do business as a nonprofit corporation in Minnesota,
will maintain its non-profit corporate existence, will not
dissolve or otherwise dispose of all or substantially all of its
assets, and will not consolidate with or merge into another
corporation or permit any other corporation to consolidate with
or merge into it unless the surviving, resulting or transferee
corporation, as the case may be, if other than the Tenant, is
organized under the laws of one of the United States, assumes in
writing all of the obligations of the Tenant under this Lease,
and has a net worth at least equal to that of the Tenant as of
the date of such consolidation, merger or transfer, and is duly
qualified to do business in Minnesota. At least thirty days
before any merger, consolidation or transfer of assets becomes
effective, the Tenant shall give the City written notice of the
proposed transaction. Every surviving, resulting or transferee
corporation and other person referred to in this Section shall be
bound by all of the covenants and agreements of the Tenant herein
with respect to any further consolidation, merger, sale or
transfer and shall execute an appropriate instrument assuming
such covenants and agreements .
Section 6 . 05 . Surrender of Project . Except as otherwise
provided in this Lease, at the expiration or earlier termination
of the term hereof the Tenant will surrender possession of the
Science Center to the City peaceably and promptly and in as good
condition as at the commencement of the term of this Lease, loss
by fire or other casualty to the extent covered by insurance and
ordinary wear, tear and obsolescence only excepted.
Section 6 . 06 . Statement of Compliance. The Tenant will
deliver to the City on or before February 1 of each year during
the Lease term a certificate of an officer of the Tenant stating
that :
(a) he or she has made, or caused to be made, a review
of the Tenant ' s activities during the preceding year with respect
to performance under this Lease, and
(b) to the best of his or her knowledge, based upon
the results of such review, the Tenant has fulfilled all of its
obligations under this Lease, or if there has been a default in
the fulfillment of any obligation, specifying the nature of each
such default and its status.
295832.4 1 8
. • �l(.Q — �3�c�
ARTICLE 7
Tenant ' s and City' s Options
Section 7 .01. Assignment and Sublease. The Tenant may
assign this Lease and may sublease the Science Center in whole or
in part, but only with the prior consent of the City which shall
not be unreasonably withheld, and subject to each of the
following conditions :
(1) no assignment or sublease shall relieve the Tenant
from primary liability for all rents and other payments due and
for the performance of all other obligations required under his
Lease;
(2) any assignee of this Lease and any sublessee of
all or substantially all of the Science Center shall expressly
assume the obligations of the Tenant hereunder, by instrument
delivered to the City; and
(3) within ten (10) days after the delivery of any
assignment or sublease the Tenant shall deliver to the City and
the Trustee a true and complete copy thereof .
Section 7 . 02 . Prepayment of Rents . The Tenant may, on any
date, prepay all of the basic rent payable under Section 3 . 02 for
the remaining Lease Term by paying the City an amount equal to
the present value of the remaining basic rent due for the
remainder of the Lease Term, such present value to be calculated
at the current interest rate then in effect for U.S. Treasury
Bills having a maturity most close to, but not greater than, the
number of years remaining in the Lease Term. In calculating the
amount of basic rent for purposes of prepayment, the parties
shall assume the basic rent is $250, 000 per year for the years
2001 through and including 2020 .
Section 7 . 03 . Abatement of Basic Rent . At any time the
aggregate amount of the basic rent paid by the Tenant to the City
is sufficient to discharge the Tenant ' s obligation to pay basic
rent, then the Tenant shall be entitled to use and occupy the
Science Center from the date on which such basic rents are in the
hands of the City until the expiration of the term of this Lease
or its earlier termination under the provisions hereof, without
the payment of additional basic rent, but otherwise on the terms
and conditions herein set forth; provided that the abatement of
future basic rent shall not relieve the Tenant from the
obligation to pay basic rent past due or other amounts due
hereunder.
295832.4 1 9
. `��-� 3�(�
,
Section 7 . 04 . Termination. The Tenant may not terminate
this Lease prior to the end of the initial term or any renewal
term without the consent and agreement of the City.
Section 7 . 05 . Renewal of Lease. Subject to the provisions
of Section 7 . 06, the City shall each have the option to renew
this Lease for a renewal term commencing on March 16, 2020 and
ending on March 15, 2038, upon the same terms and conditions as
are applicable to the initial Lease term, provided that no
additional basic rent shall be paid during the renewal term
unless required by Section 3 . 02 hereof. The Tenant may exercise
its option to renew by giving the City written notice on or
before October 1, 2019 of its intention to renew the Lease.
Section 7 . 06 . Transfer of Title.
(a) Upon payment or prepayment of all basic rent pursuant
to Section 7 . 02, or at any time thereafter, the City shall, at
the request of the Tenant, convey title to the Science Center to
the Tenant by quitclaim deed at any time. City may convey title
to the Science Center at any time by giving the Tenant 10 days
notice of its intention to convey the title, specifying the date
of conveyance, and by delivering to the Tenant on or after said
date a quitclaim deed. The Tenant agrees to accept title to the
Science Center from the City if tendered, to record the quitclaim
deed received from the City, and to pay all out-of-pocket costs
and expenses incurred by the City in completing the transfer, but
the Tenant shall not be required to pay or prepay any basic rent
after conveyance of title if such conveyance is at the City' s
election. Upon delivery of the quitclaim deed, the City shall
also assign to the Tenant, and the Tenant shall accept, any other
contracts or contract rights of the City in or to the Science
Center.
(b) The City agrees to convey its interest in the Science
Center to SMM or a third party designated by SMM in connection
with a sale of the Science Center if SDM�! pays or prepays all
basic rent pursuant to Section 7 . 02 hereof .
295832.4 2 0
• � Q� - � 31 �
ARTICLE 8
Events of Default and Remedies
Section 8 . 01 . Events of Default . Any one or more of the
following events is an Event of Default under this Lease:
(1) Default in the payment of any basic rent required by
Section 3 . 02 when such basic rent becomes due and payable; or
(2) If the Tenant shall fail to observe and perform any
other covenant, condition or agreement on its part under this
Lease for a period of thirty (30) days after written notice,
specifying such default and requesting that it be remedied, given
to the Tenant by the City, unless the City shall agree in writing
to an extension of such time prior to its expiration, or for such
longer period as may be reasonably necessary to remedy such
default provided that the Tenant is proceeding with reasonable
diligence to remedy the same; or
(3) The entry of a decree or order for relief in respect of
the Tenant by a court having jurisdiction in the premises in an �
involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar official) of the Tenant or of any substantial
part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or
(4) The commencement by the Tenant of a voluntary case
under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by it to the
institution of an order for relief in an involuntary case under
any such law, or the consent by it to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of the Tenant or of any substantial
part of its property, or the making by it of a general assignment
for the benefit of creditors, or the failure by it to pay its
debts generally as they become due, or the taking of corporate
action by the Tenant in furtherance of any such action.
Section 8 . 02 . City Remedies . Whenever any Event of Default
referred to in Section 8 .01 shall have happened and be
subsisting, any one or more of the following remedial steps may
be taken after written notice mailed to the Tenant at least ten
days prior thereto.
295832.4 2 1
. �'(� — i 3�c�
.
(1) the City may, at its option, declare the present value
of all installments of basic rent payable under Section 3 . 02 for
the remainder of the term of this Lease to be immediately due and
payable, whereupon the same shall become immediately due and
payable by the Tenant, such present value to be calculated in
accordance with Section 7 . 02;
(2) the City may, but shall not be required to, terminate
this Lease, exclude the Tenant from possession of the Science
Center; or
(3) the City may require the Tenant to furnish copies of
all books and records of the Tenant pertaining to the Lease; or
(4) the City may take whatever action at law or in equity
may appear necessary or appropriate to enforce performance and
observance of any obligation, agreement or covenant of the Tenant
under this Lease, excluding the payment of basic rent .
Section 8 . 03 . Manner of Exercise. Except as otherwise
provided in Section 3 . 06, no remedy herein conferred upon or
reserved to the City is intended to be exclusive of, any other
available remedy or remedies, but each and every such remedy
shall be cumulative and shall be in addition to every other
remedy given under this Lease or now or hereafter existing at
law or in equity by statute. No delay or omission to exercise
any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time
to time as often as may be deemed expedient. In order to entitle
the City to exercise any remedy reserved to it in this Article,
it shall not be necessary to give any notice, other than such
notice as may be herein expressly required.
Section 8 . 04 . Effect of Waiver. In the event any
agreement contained in this Lease should be breached by either
party and thereafter waived by the other party, such waiver
shall be limited to the particular breach so waived and shall
not be deemed to waive any other breach hereunder.
Section 8 . 05 . Waiver of Stav or Extension. The Tenant
covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatso-
ever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this
Lease; and the Tenant (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the City but will suffer
295832.4 2 2
,
a�- �3-��
and permit the execution of every such power as though no such
law had been enacted.
295832.4 2 3
.
. ��- i3��
ARTICLE 9
General
Section 9 . 01 . Notices . All notices, certificates or other
communications hereunder shall be sufficiently given and shall be
deemed given two (2) days after they are deposited in the United
States mail in registered form postage fully prepaid, with proper
address as indicated below. The City and the Tenant may, by
written notice given by each to the other, designate any address
or addresses to which notices, certificates or other
communications to them shall be sent when required as
contemplated by this Lease. Until otherwise provided by the
respective parties, all notices, certificates and communications
to each of them shall be addressed as follows :
To the City: City of St . Paul
City Hall
St . Paul, Minnesota 55101
Attn: Director, Department
of Finance and
Management Services
To the Tenant : Science Museum of Minnesota
30 East Tenth Street
St . Paul, Minnesota 55101
Attn: President
Section 9 . 02 . Binding Effect . This Lease shall inure to
the benefit of and shall be binding upon the City and the Tenant
and their respective successors and assigns .
Section 9 . 03 . Severability. In the event any provision of
this Lease shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof .
Section 9 . 04 . Execution Co,i}nterparts . This Lease may be
simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument .
Section 9 . 05 . Prior Leases Superseded. This Lease
supersedes all prior leases between the parties with respect to
the Science Center, including the Lease, dated as of June 15,
1978 and July 15, 1984, between the City and the Tenant, which is
hereby terminated effective as of the date of this Lease, and
295832.4 2 4
� � _ � � �(�- � �-��
shall no longer be of any force and effect from and after that
date.
Section 9 . 06 . Exercise of City Powers . No provision of
this Lease is intended to or shall have the effect of restricting
the lawful exercise by the City of any of the powers conferred
upon it by its Charter or state law, including the power to levy
special assessments for local improvements .
IN WITNESS WHEREOF, the City and the Tenant have caused this
Lease to be executed in their respective corporate names and
attested by their duly authorized officers, all as of the date
first above written.
CITY OF ST. PAUL, MINNESOTA
By
, Its Mayor
By
Director, Department of
Planning and Economic
Development
By
Its Clerk
And
Its Director of Department
Form Approved: of Finance and Management
Services
Assistant City Attorney
295832.4 2 5
`�(�" (3�
THE SCIENCE MUSEUM OF MINNESOTA
By
Its
BY
Its
295832.4 2 6
'
� . �
� —I 3�c�
STATE OF MINNESOTA )
) SS .
COUNTS OF RAMSEY )
On this day of , 1996, before me, a notary public
in and for said county and state, personally appeared
and , to me personally
known and known to me to be the same persons who executed the
within and foregoing instrument, who, being by me duly sworn, did
depose, acknowledge and say: that they are the
and of the Science Museum of Minnesota, the
corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation, and they
acknowledged the execution of said instrument to be the voluntary
act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this day of , 1996 .
Notary Public
My commission expires
, 199
295832.4 2 8
,
. � � ��_ � 3-��
EXHIBIT A
Leaal Descrintion of Science Center Air Rights Parcel :
All that certain parcel or parcels of land in the City of
Saint Paul, County of Ramsey, State of Minnesota, more
particularly described as follows :
Tract 1 : (Abstract)
All of the property lying above a plane surface at an elevation
103 .5 feet, City of Saint Paul Datum (elevation 0 .0 City of Saint
Paul Datum equals 694 . 10 U.S . Coast and Geodetic Mean Sea Level
Datum of 1929) legally described as follows :
The Northeasterly one hundred five and eight hundredths (105 . 08)
feet of Lots one (1) , two (2) , three (3) , ten (10) , eleven (11)
and twelve (12) , Block five (5) , Bazil and Guerin' s Addition to
Saint Paul, according to the plat thereof on file and of record
in the office of the Register of Deeds in and for said County and
State, except therefrom the following described Registered
Property:
Tracts "A�� and "G" , Registered Land Survey No. 328 .
Tract 2 : (Torrens)
All of the property lying above a plane surface at an elevation
103 .5 feet, City of Saint Paul Datum (elevation 0 . 0 City of Saint
Paul Datum equals 694 . 10 U.S . Coast and Geodetic Mean Sea Level
Datum of 1929) legally described as follows :
Tracts "A and "G" , Registered Land Survey No. 328 .
Together with and subject to the rights and obligations of
support and access conveyed by that certain easement agreement
dated as of July 1, 1978 between the City of Saint Paul and The
Science Museum of Minnesota.
295832.4
� �,, ( / �
�J
�'1ST ' r� ' L�n-c._
71 � l�
��°� �� L� �-13�(�
LEASE
BETWEEN
CITY OF SAINT PAUL, MINNESOTA, as Lessor,
. AND - �
THE SCIENCE MUSEUM OF MINNESOTA, as Tenant �
, 1996
THIS DOCUMENT WAS DRAFTED BY:
t_
Briggs and Morgan, Professional Association (MNID)
2200 West First National Bank Building
St . Paul, Minnesota 55102
(612) 223-6600
295832.3
� � ,
Q�- 13�1�
� TABLE OF CONTENTS
(Not a part of this Lease)
PaQe
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
AR.TICLE I - Definitions and Exhibits . . . . . . . . . . . . 1
Section 1 .01 . Definitions . . . . . . . . . . . . . . . 1
Section 1 .02 . Exhibit . . . . . . . . . . . . . . . . . 3
ARTICLE 2 - Representations of Parties . . . . . . . . . . . 4
Section 2 .01 . Representations by the City . . . . . . . 4
Section 2 .02 . Representations by Tenant . . . . . . . . 4
AR.TICLE 3 - Lease and Rentals . . . . . . . . . . . . . . . . 6
Section 3 . 01 . Lease . . . . . . . . . . . . . . . . . . 6
Section 3 .02 . Basic Rent . . . . . . . . . . . . . . 6
Section 3 .03 . Additional Rent . . . . . . . . . . . . . 6
Section 3 .04 . Tenant' s Obligations Unconditional . . . 7
Section 3 .05 . Tenant' s Remedies . . . . . . . . . . . . 7
Section 3 . 06 . Non Recourse . . . . . . . . . . . . . . 7
ARTICLE 4 - Use and Maintenance, Modifications,
Taxes and Insurance . . . . . . . . . . . . . . . . . . . . . 9
Section 4 . 01 . Use and Maintenance . . . . . . . . . . . 9
Section 4 . 02 . No Obligation of City to Pay For
Operation and Maintenance of Science
Center . . . . . . . . . . . . . . . . . 9 .
Section 4 . 03 . Modifications . . . . . . . . . . . . . . 9
Section 4 . 04 . Liens . . . . . . . . . . . . . . . . . . 10
Section 4 . 05 . Removal of Leased Equipment . . . . . . 10
Section 4 . 06 . Taxes and Other Governmental Charges and
Utility Charges . . . . . . . . . . . . . 10
Section 4 .07 . Liability Insurance . . . . . . . . . . 10
Section 4 .08 . Property Insurance . . . . . . . . . . . 11
Section 4 . 09 . Other Insurance and Requirements for All
Insurance . . . . . . . . . . . . . . . . 11
Section 4 . 10 . Advances . . . . . . . . . . . . . . . z-. 12
Section 4 . 11 . Installation of Tenant' s Equipment . . . 12
ARTICLE 5 - Damage, Destruction and Condemnation . . . . . . 13
Section 5 . 01 . Damage and Destruction . . . . . . . . . 13
Section 5 .02 . Condemnation . . . . . . . . . . . . . . 14
ARTICLE 6 - Tenant ' s Covenants . . . . . . . . . . . . . . . 16
Section 6 .01 . Inspection and Access . . . . . . . . . . 16
Section 6 . 02 . Books and Records; Audit . . . . . . . . 16
Section 6 . 03 . Indemnity . . . . . . . . . . . . . . . . 16
295832.3
, ,
�jt�-�3�1�
Section 6 .04 . Continuing Existence and Qualification . 17
Section 6 .05 . Surrender of Project . . . . . . . . . 17
Section 6 .06 . Statement of Compliance . . . . . . . . . 17
ARTICLE 7 - Tenant ' s and City' s Options . . . . . . . . . . 18
Section 7 . 01. Assignment and Sublease . . . . . . . . . 18
Section 7 . 02 . Prepayment of Rents . . . . . . . . . . . 18
Section 7 . 03 . Abatement of Basic Rent . . . . . . . . . 18
Section 7 . 04 . Termination . . . . . . . . . . . . . . . 18
Section 7 . 05 . Renewal of Lease . . . . . . . . . . . 19
Section 7 . 06 . Transfer of Title . . . . . . . . . . . . 19
ARTICLE 8 - Events of Default and Remedies . . . . . . . . . 20
Section 8 .01 . Events of Default . . . . . . . . . . . . 20
Section 8 . 02 . City Remedies . . . . . . . . . . . . . . 20
Section 8 . 03 . Manner of Exercise . . . . . . . . . . . 21
Section 8 . 04 . Attorneys' Fees and Expenses . . . . . . 21
Section 8 . 05 . Effect of Waiver . . . . . . . . . . . . 21
Section 8 .06 . Waiver of Stay or Extension . . . . . . . 21
ARTICLE 9 - General . . . . . . . . . . . . . . . . . . . . . 23
Section 9 . 01. Notices . . . . . . . . . . . . . . . . . 23
Section 9 . 02 . Binding Effect . . . . . . . . . . . . . 23
Section 9 .03 . Severability . . . . . . . . . . . . . . �3
Section 9 .04 . Execution Counterparts . . . . . . . . . 23
Section 9 .05 . Prior Leases Superseded . . . . . . . . 23
Section 9 .06 . Exercise of City Powers . . . . . . . . . 24
Section 9 . 07 . Amendments, Etc. . . . . . . . . . . . . 24
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . 24-25 •
ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . 2 6-2 7
EXHIBIT A - Legal Description of Science Center Air Rights Parcel
z_
295832.3
, �
1 �
�t�-�3��
THIS LEASE dated as of , 1996, between the CITY OF SAINT
PAUL, a Minnesota municipal corporation, called herein the City,
and the Science Museum of Minnesota, a Minnesota non-profit
corporation, called herein the Tenant, WITNESSETH that the City
demises and leases to the Tenant, and the Tenant leases from the
City, the Science Center herein described, for a term commencing
as of the date of this Lease and extending through ,
2015 (the "Lease Term") , unless sooner terminated as herein
provided and at the rentals and upon the further terms and
conditions herein set forth; and that the City and the Tenant,
each in consideration of the representations, covenants and
agreements of the other as set forth herein, mutually represent,
covenant and agree as follows :
ARTICLE I
Definitions and Exhibits
Section 1 . 01. Definitions.
Development Agreement : the Development Agreement dated as of
, 1996 by and between the City and the Tenant;
Fiscal Year: the twelve (12) month period beginning on '
January 1 of each year and ending on December 31 of the same
year;
Gross Revenues : all operating revenues or other amounts
received by the Tenant from the Science Center, including but not
limited to, all ticket sales, user fees, any rent pursuant to a .
sublease of the Science Center, and any net proceeds from
business interruption insurance;.
Lease: this Lease, dated as of , 1996, including any
amendment hereof or supplement hereto;
Net Proceeds : with respect to any insurance payment or
condemnation award, the gross proceeds remaining therefrom after
payment of all expenses incurred in the collection thereof;
L.
*Permitted Encumbrances : this Lease and, as of any
particular time,
(A) liens for taxes and special assessments not it then
delinquent;
'`Revise?
295832.3
i �
9�- i3��
(B) utility, access and other easements and
rights-of-way, restrictions and exceptions that an
independent engineer certifies will not interfere with or
impair the operation of the Science Center (or, if it is not
being operated, the operations for which it was designed or
last modified) ;
(C) any mechanic' s, laborer' s, materialman' s,
supplier' s or vendor' s lien or right in respect thereof if
payment is not yet due under the contract in question;
(D) the security interest of Imax Entertainment Limited
under its contract with the Tenant dated February 28, 1976
relating to the furnishing of certain equipment for the
Science Center;
(E) the security interest of Spitz Space Systems, Inc.
under its contracts with the Tenant dated May 1, 1976 and
relating to the furnishing of certain equipment for the
Science Center;
(F) the Reciprocal Agreement;
Reciprocal Agreement : that certain Agreement, dated July 3i,
1979, among Fountain Development Company, Twenty Broad Street
Leasing Company, Incorporated, the Tenant, the City and the
Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota, including any amendments thereof;
Science Center: •
(A) the real property, easements and other rights
described in Exhibit A,
(B) the building, fixtures [and equipment] now located
on such real property, except property installed by the
Tenant pursuant to Sect . 4 . 11 hereof and tagged or otherwise
identified as property of the Tenant not included in the
Science Center.
1_
(C) all other building improvements, fixtures [and
equipment] , which may from time to time be added to the
Science Center, and
(D) all additions to and substitutions for any of the
foregoing which may be made as permitted or required by this
Lea�se, except that any of the foregoing which may be
released or taken by eminent domain as authorized or
contemplated by this Lease shall no longer constitute a part
of such Science Center;
295832.3 2
� r
Q�-" ► �
a e: the State of Minnesota.
Section 1. 02 . Exhibit . The following Exhibit is attached to
and by reference made a part of this Lease:
Exhibit A: legal description of the real property upon which
the Science Center is located and the other real and personal
property comprising the Science Center as of the date hereof .
z_
295832.3 3
� - ►3��
ARTICLE 2
Representations of Parties
Section 2 . 01 . Representations by the City.
The City makes the following representations as the basis
for its covenants herein:
(1) The City has accepted the conveyance by Twenty Broad
Street Leasing Company, Incorporated, of the Science Center,
subject to Permitted Encumbrances, but the City makes no
representations or warranties with respect to its title thereto;
(2) The City has, contemporaneously herewith, entered into
the Development Agreement with the Tenant;
(3) The City will not, during the term of this Lease and so
long as Tenant is not in default hereunder; take any actions to
disturb the Tenant' s quiet possession and enjoyment of the
Science Center;
(4) The City is authorized by Minnesota Statutes, Sections '
471 .15 through 471 . 191 and the City Charter to take all actions
described in this Section 2 . 01 and to enter into this Lease, and
the City' s governing body has authorized all such actions in
accordance with law.
Section 2 .02 . Representations by Tenant .
The Tenant herein makes the following representations as the
basis for its covenants herein:
(1) The Tenant is a non-profit corporation duly organized,
existing and in good standing under the laws of the State of
Minnesota, has power to enter into this Lease, and by proper
corporate action has authorized the execution and delivery of
this Lease;
(2) The Tenant is an exempt organization within the m�aning
of Section 501 (c) (3) of the United States Internal Revenue Code,
not subject to taxation under Section 501 (a) of the Code, and
will not, during the term of this Lease, engage in any activity
which would cause it to lose its status as an exempt
� organization;
(3) The execution and delivery of this Lease, the
consummation of the transactions contemplated hereby, and the
fulfillment of the terms and conditions hereof do not and will
not conflict with or result in a breach of any of the terms or
295832.3 4
i ,
��,- 13��
conditions of any corporate restriction or of any agreement or
instrument to which the Tenant is now a party, and do not and
will not constitute a default under any of the foregoing, or
result in the creation or imposition of any lien, charge or
encumbrance of any nature upon any of the property or assets of
the Tenant contrary to the terms of any instrument or agreement;
(4) The Tenant does not rely on any warranty of the City,
either express or implied;
(5) The Tenant will not, in the operation of the Science
Center, violate any provision of federal or State law, or any
provision of the City Charter and the ordinances adopted
thereunder; and
z_
295832.3 5
' ' G�(�- �3�1�
ARTICLE 3
Lease and Rentals
Section 3 .01 . Lease. The City hereby leases to the Tenant,
its successors and assigns, and the Tenant hereby leases from the
City, the Science Center described in the attached Exhibit A,
subject to Permitted Encumbrances, for the purposes specified in
Section 2 . 02, for a term commencing on March 15, 1997 and
continuing through March 15, 2020 unless previously terminated or
extended as hereinafter provided.
Section 3 . 02 . Basic Rent . Subject to the right of
prepayment granted in Section 7 . 02 hereof, the Tenant agrees to
pay (i) on or before each March 1 of each year commencing March
1, 1997 through and including March 1, 2000, the sum of $1 . 00 per
year and (ii) commencing on March 1, 2001, and on March 1 of each
year thereafter through and including March 1, 2020, as basic
rent for the Science Center, the greater of $250, 000 per year or
10% of the gross revenues derived from the Science Center. The
basic rent shall be paid by the Tenant directly to the City at
the address set forth in Section 9 . 01 hereof . This Lease is a
net lease, and the City shall be under no obligation to the
Tenant to operate, maintain, replace or improve the Science �
Center or pay the cost thereof, but shall be entitled to receive
the basic rent hereunder on an absolute net basis, and such rent
shall not be subject to reduction or abatement except as provided
in Section 7 . 03 .
Section 3 . 03 . Additional Rent . �
The Tenant agrees to pay the following items to the
following persons as additional rent under this Lease:
(1) to the County Treasurer of Ramsey County, and to any
other governmental official authorized by law to collect any ad
valorem taxes or special assessments levied on the Science Center
or on the privilege of using the same, the full amount of all
such taxes and special assessments due and payable during the
term of this Lease, if any, it being understood that under t;he
--- provisions of Minnesota Statutes, Section 471 .191, Subdivision 4,
the Science Center is exempt from ad valorem taxation so long as
devoted to the public purposes provided in Section 2 . 02 and is
not leased or subleased to any private individual, association or
corporation for use in a business conducted for profit;
(2) to each public or private person, firm or corporation
furnishing utility service for the Science Center, when due and
payable during the term of this Lease, all fees, charges and
rentals for such service;
295832.3 6
� � . � - �3��
(3) to the City, all reasonable out-of-pocket expenses
incurred by it in relation to this Lease which are not otherwise
required to be paid by the Tenant under the terms of this Lease;
(4) to the City the amount of all advances of .funds made by
it under the provisions of Section 4 .10, with interest thereon
from the date of each advance at the rate of 10 . 00s per annum.
The Tenant represents and agrees that the provisions of Minnesota
Statutes, Section 471 .191, Subdivision 1, authorizing non-profit
corporations to off-set the amount of any ad valorem taxes and
special assessments levied on any land, building or facilities
leased by the non-profit corporation pursuant to said Subdivision
1, are not applicable to this Lease, and that the Tenant waives
any rights it may have to obtain such an off-set against the
rentals due under this Lease or to any reimbursement from the
City of any taxes and special assessments paid with respect to
the Science Center.
Section 3 . 04 . Tenant ' s Obliaations Unconditional . All
basic and additional rent and all other payments required of the
Tenant hereunder shall be paid without notice or demand and
without setoff, counterclaim, abatement, deduction or defense
except as provided in Section 7 . 03 . '
Section 3 . 05 . Tenant' s Remedies . Nothing contained in this
Section shall be construed to release the City from the
performance of any of its agreements in this Lease or the
Reciprocal Agreement, and if the City should fail to perform any
such agreement, the Tenant may institute such action against the .
City as the Tenant may deem necessary to compel the performance,
so long as such action shall not violate the Tenant ' s agreements
in Sections 3 . 02 and 3 .03 . The Tenant may at its own cost and
expense, and in its own name or in the name of the City,
prosecute or defend any action or proceeding against third
parties or take any other action which the Tenant deems
reasonably necessary in order to secure or protect its right of
possession, occupancy and use of the Science Center under this
Lease. In this event the City agrees to cooperate fully with the
Tenant, and to take all action necessary to effect the L-
substitution of the Tenant for the City in any such action or
proceeding if the Tenant shall so request . The Tenant agrees to
indemnify and hold the City harmless against any and all costs,
expenses, claims and damages of any nature, incurred by it as a
result of any legal action taken by the Tenant with respect to
any third party, prior to commencing any such legal action.
Section 3 . 06 . Non Recourse. It is recognized by the City
and the Tenant that this Lease is not intended to create any
personal liability for the "debt'� herein created on account of
295832.3 7
� ,
�1�� �3��
the obligation of the Tenant to pay Basic Rent or for the
performance of any obligation imposed on the Tenant herein, with
the exception of any obligations contained herein which are not,
either directly or indirectly, obligations attributable to the
obligation to pay basic rent . Therefore, notwithstanding any
other provision in this Lease to the contrary, neither the Tenant
nor individuals signing this agreement on behalf of the Tenant
nor any other officer or director of the Tenant, its permitted
successors or assigns, shall be personally liable or responsible
either directly or indirectly for the payment of basic rent,
other than the above qualified obligations. If an Event .of
Default should occur in the making of such payments of basic
rent, the City' s remedies shall be limited accordingly.
Notwithstanding the provisions of the foregoing paragraph,
nothing in this Lease shall be construed to relieve the Tenant
from liability on account of any of the following; fraud; waste
with respect to the Science Center; conversion of assets
constituting assets of the Science Center to the use or benefit
of the Tenant; or usurpation of the proceeds of any condemnation
award or insurance claim payment in violation of the terms of
this Lease.
L_
295832.3 8
' � ql�- �3��
ARTICLE 4
Use and Maintenance, Modifications,
Taxes and Insurance
Section 4 . 01. Use and Maintenance. During the Lease term
the Tenant will utilize the Science Center for any lawful purpose
(including subleasing) with the prior written approval of the
City, which approval shall not be unreasonably withheld. The
Tenant, will at its own expense, complete and keep the Science
Center and all parts thereof in good repair and good operating
condition and in as safe condition as its operations will
reasonably permit, making all ordinary repairs, replacements and
substitutions thereof which may be necessary for this purpose;
and will comply with all laws, rules, regulations and ordinances
applicable ta the possession, use and operation of the Science
Center.
Section 4 . 02 . No Obligation of City to Pay For Operation
and Maintenance of Science Center. The Tenant represents and
agrees that the City is not required under the provisions of
Minnesota Statutes, Section 471.191, Subdivision 3, to provide in
its annual budget for any deficiency in revenues of the Tenant .
available to pay costs of operation and maintenance of the
Science Center; and the Tenant hereby waives any rights it may
have to require the City to provide for any such deficiency. If
the moneys of the Tenant available for the payment of such costs
are less than the amount of such costs to be paid by the Tenant,
or if for any reasori such costs are not paid by the Tenant, or if
any person commences a legal action against the City seeking to •
require it to pay or provide in its budget for the payment of all
or any part of such costs, the City may declare the Tenant to be
in default hereunder and the City shall be authorized to exercise
all or any of the remedies available to it under Section 8 .02 .
The Tenant also agrees to indemnify and hold the City harmless
from any and all costs, expenses, claims, damages and expendi-
tures of any nature incurred by it in defending any such legal
action or in complying with the order of any court issued as a
result thereof .
L.
Section 4 . 03 . Modifications . The Tenant may from time to
time make any additions, modifications or improvements to the
Science Center, located wholly within the Science Center site or
easements described in Exhibit A, that it may deem desirable for
the purposes described in Section 4 . 01 and that do not adversely
affect the structural integrity of the Science Center or any part
of it . All additions, modifications and improvements made by the
Tenant shall become a part of the Science Center subject to the
provisions of this Lease .
295832.3 9
l �
��_� J�W
Section 4 . 04 . Liens . The Tenant will not permit any
encumbrance or lien to be filed or established or to remain
against the Science Center for labor or materials furnished in
connection with any additions, modifications, improvements,
repairs, renewals or replacements made by it, except Permitted
Encumbrances; provided, it may in good faith contest any
encumbrance or lien filed or established and in such event may
permit the items contested to remain undischarged and unsatisfied
during the period of such contest and any appeal therefrom. The
City will cooperate fully with the Tenant in any such contest,
provided that the Tenant shall undertake to pay all costs and
expenses incurred by the City and to indemnify the City and save
it harmless against any risks, claims or liabilities arising out
of such contest .
Section 4 .05 . Removal of Leased Equipment . The Tenant
shall not remove or permit the removal of any equipment or other
property comprising part of the Science Center except in
accordance with the provisions of this Section. In any instance
where the Tenant in its sound discretion determines that any item
of such equipment or other property has become inadequate,
obsolete, worn out or unsuitable for the operation of or use in
the Science Center, the Tenant may remove it, with or without ,
substitution or installation of other equivalent equipment . The
Tenant shall pay all costs of such removal and substitution, and
shall repair all damage to the Science Center resulting
therefrom. All substitute equipment shall become part of the
Science Center and subject to the provisions of this Lease.
Section 4 .06 . Taxes and Other Governmental Charges and •
Utility Charges . The Tenant will make promptly all the term of
this Lease of ad valorem taxes lawfully levied upon or with
respect to the Science Center or its use, if any; of other
charges lawfully made by any governmental body for public
improvements that may be or become secured by a lien on the
Science Center; and of utility and other charges incurred in the
operation, maintenance, use, occupancy, and upkeep of the Science
Center; including but not limited to taxes or service charges on
any property of the Tenant brought in or upon the Science Center,
sales and other excise taxes on products thereof, and any taxes
levied upon or with respect to income or profits from the Science
Center which, if not paid, might become a lien thereon. The
Tenant may, at its own expense, in good faith contest any such
taxes or service charges and, in the event of such contest, may
permit the items so contested to remain unpaid during the period
of the contest and any appeal therefrom.
Section 4 .07 . Liability Insurance. The Tenant will procure
and maintain continuously in effect during the term of the Lease
insurance against liability for injuries to or death of any
295832.3 1 0
�
�(�� ���4
person or damage to or loss of property arising out of or in any
way relating to the condition or its operation of the Science
Center or any part thereof, in the minimum amounts of $1, 000, 000
for death of or personal injury to any one person, $2, 000, 000
for all personal injuries and deaths arising out of any one
occurrence, and $300, 000 for property damage arising out of any
one occurrence, and will cause all contractors to maintain
insurance of similar kinds and amounts against all similar
liabilities on their part . The Net Proceeds of all such insurance
shall be applied toward extinguishment or satisfaction of the
liability with respect to which the insurance proceeds may be
paid. It is understood that in accordance with the provisions of
Minnesota Statutes, Section 466 .06, this insurance covers any and
all liability of the City and its officers, employees and
agents, and the procurement thereof constitutes a waiver of the
defense of governmental immunity to the extent of the liability
stated in the policy but has no effect on the liability of the
City beyond the coverage so provided.
Section 4 .08 . Property Insurance. The Tenant will procure
and maintain continuously in effect during the term of the Lease,
to the extent of the full insurable value of the Science Center,
other than building foundations, insurance against loss from or,
damage by vandalism and fire, with a uniform standard extended
coverage endorsement limited only as may be provided in the
standard form of extended coverage endorsement at the time in use
in Minnesota, in such amount as will be at least sufficient so
that a claim may be made for the full replacement cost of any
part thereof damaged or destroyed. In time of war in which the
United States of America is a belligerent, the City will procure �
and maintain continuously in effect such insurance as may be
available from the United States of America, to the extent of
the full insurable value of the Science Center and insuring
against loss thereof or damage thereto from the risks and hazards
of war, if , such insurance is then generally carried by owners
of similar facilities in Minnesota. All policies evidencing
insurance required in this Section shall be carried in the names
of the City and the Tenant as their respective interests may
appear. Each policy may be written with a deductible amount of
$5, 000 . The Net Proceeds of insurance required by this Section
shall be applied as provided in Section 5 . 01 .
Section 4 . 09 . Other Insurance and Requirements for All
Insurance . The Tenant will also procure and maintain
continuously in effect during the term of this Lease such other
insurance as is customarily carried by persons or organizations
engaging in the operation of public facilities similar to the
Science Center. Al1 insurance policies required by this Article
shall be taken out and maintained with responsible insurance
companies organized under the laws of one of the states of the
295832.3 1 1
� � 9(�- ���4
United States and qualified to do business in the State; shall
contain a provision that the insurer shall not cancel or revise
coverage thereunder without giving written notice to both parties
at least ten (10) days before the cancellation or revision
becomes effective; and shall name the Tenant and the City as an
insured. The Tenant shall deposit with the City policies
evidencing any such insurance procured by it, or a certificate or
certificates of the respective insurers stating that such
insurance is in force and effect . Before the expiration of any
such policy, the Tenant shall furnish to the City evidence that
the policy has been renewed or replaced by another policy
conforming to the provisions of this Article, unless such
insurance is no longer obtainable in which event the Tenant shall
notify the City of this fact .
. Section 4 .10 . Advances . If the Tenant shall fail to make
all repairs, pay all liens, taxes and service charges and
maintain all insurance required in this Article, the City may,
but shall not be obligated to, take such action as may be
necessary to cure such failure, including the advancement of
money, and the Tenant shall be obligated to repay all such
advances on demand, with interest from the date of the advance to
the date of repayment at the rate of 10o per annum. ,
Section 4 . 11 . Installation of Tenant ' s Equipment. The
Tenant may at any time and from time to time, in its sole
discretion and at its own expense, install items of movable
machinery and equipment in or upon the Science Center which items
shall be identified by tags or other symbols affixed thereto as
property of the Tenant not included in the Science Center. All •
such items so identified shall remain the sole property of the
Tenant, in which the City shall have no interest, and may be
modified or removed by the Tenant at any time while it is not in
default hereunder, provided that the Tenant shall repair and•
restore any and all damage to the Science Center resulting from
the installation, modification or removal of any such items .
Nothing in this Lease shall prevent the Tenant from purchasing
items to be installed pursuant to this Section under a
conditional sale or lease-purchase contract, or subject to a
vendor' s lien or security agreement, as security for the unpaid
portion of the purchase price thereof, provided that no such lien
or security interest shall attach to any other part of the
Science Center. The Tenant shall promptly pay when due the
purchase price and all costs and expenses of the acquisition and
installation of each item installed by it pursuant to this
Section.
295832.3 1 2
. Q�- ►���
ARTICLE 5
Damage, Destruction and Condemnation
Section 5 .01 . Damage and Destruction
(a) If the Science Center is partially destroyed or is
damaged by fire or other casualty, to such extent that the claim
for loss resulting therefrom is not greater than $50, 000, the
Tenant will promptly repair, rebuild and restore the property
damaged or destroyed to substantially the same condition as
existed before the event causing the damage or destruction, with
such changes, alterations and modifications (including the
substitution and addition of other property) as may be desired by
the Tenant and as will not impair the operating unity, productive
capacity or value of the Science Center, and will be suitable for
continued operation of the Science Center for the purposes
specified in this Lease. The Tenant will pay all costs thereof
and shall be entitled to receive all proceeds of insurance if
any, paid in respect of such claim.
(b) If the Science Center is destroyed in whole or in
part or is damaged by fire or other casualty to such extent that
the claim for loss resulting therefrom exceeds $50, 000, the
Tenant shall promptly give written notice thereof to the City.
The City or the Tenant, as determined by the City within 90 days
of the loss, shall proceed within a period of three years from
date of damage, in accordance with applicable public bidding
laws, to repair, rebuild and restore the property damaged or
destroyed to substantially the same condition as existed before •
the event causing the damage or destruction, with such changes,
alterations and modifications (including the substitution and
addition of other property) as may be desired by the Tenant and
will be suitable for continued operation of the Science Center
for the purposes specified in this Lease. Before the work is
undertaken the City or the Tenant, as the case may be, shall
cause plans and specifications therefor to be prepared and
reviewed by the other, and shall apply so much as may be
necessary of the insurance proceeds received for the damage by it
to payment of the costs of such repair, rebuilding or `�
restoration, including the restoration or replacement of
exhibits . If the insurance proceeds are not sufficient to pay
such costs in full, the Tenant, if required by the City, shall
pay that portion of the cost thereof in excess of the amount of
the proceeds . Any balance of insurance proceeds remaining after
payment of all costs of any repair, rebuilding or restoration,
including the restoration or replacement of exhibits shall be
applied to the payment of the next basic rental payment due under
Section 3 . 02 .
295832.3 1 3
� ,
��-13��
(c) Notwithstanding the provisions of paragraphs (a)
and (b) , if the Science Center is destroyed in whole or in part
so as to make the Science Center in the opinion of Tenant
unsuitable for the use for which it is intended, and if the
amount of any insurance proceeds will be sufficient to discharge
all obligations of the Tenant under this Lease, the Tenant may
request the City to use the insurance proceeds to discharge its
obligations under this Lease.
Section 5 . 02 . Condemnation. .
(a) If the Science Center or any part thereof is taken
by eminent domain by any governmental body or by any person, firm
or corporation acting under governmental authority, the award for
the interests of the City and the Tenant made in such proceedings
shall be applied in one or more of the ways described in this
Section 5 .02 .
(b) The City or the Tenant, as determined by the City,
shall promptly, so far as possible and in accordance with
applicable public bidding laws, repair, rebuild and restore the
Science Center and all parts thereof to substantially the same
condition as existed before the taking, with such changes,
alterations and modifications (including the substitution and '
addition of other property) as may be desired by the Tenant and
will be suitable for continued operation of the Science Center
for the purposes specified in this Lease. So far as possible the
City will acquire such adjacent land in lieu of that taken as may
be needed for such restoration and requested in writing by the
Tenant. So much of the award as may be necessary shall be .
applied to the payment of the cost of acquisition of the land.
Before the work of restoration is undertaken, the City or the
Tenant, as the case may be, shall cause plans and specifications
to be prepared and reviewed by the other. So much of the award
as may be necessary shall be applied to the payment of the costs
of such restoration, including restoration or replacement of
exhibits . If the award is not sufficient to pay such costs in
full, including the cost of any additional land required, the
Tenant, if required by the City, shall pay that portion of the
cost in excess of the amount of the award. L-
(c) Al1 land, buildings, improvements and equipment
acquired in the restoration of the Science Center shall be deemed
a part thereof and available for use and occupancy by the Tenant
without the payment of any rents other than those provided in
Article 3, to the same extent as if they had been specifically
described and demised in this Lease; provided that if the City
issues any obligations to finance improvements or restoration
required by Sections 5 . 01 or 5 . 02 the Tenant will enter into a
supplemental lease providing for the payment of additional rent
295832.3 1 4
� ,
_I�_����
sufficient to pay the principal of and interest on said
obligations .
(d) If any balance of the award shall remain after
restoration of the Science Center, including restoration or
replacement of exhibits in accordance with the plans and
specificatians, such balance shall be applied to the payment of
the next basic rental payment due under Section 3 . 02 .
(e) The City will cooperate fully with the Tenant in
the handling and conduct of any prospective or pending
condemnation proceedings affecting the Science Center or any part
thereof and will, to the extent it may lawfully do so, permit the
Tenant to litigate in any such proceeding in the name and on
behalf of the City. In no event will the City voluntarily settle
or consent to the settlement of any such condemnation proceeding
without the written consent of the Tenant. The Tenant agrees to
indemnify and hold the City harmless against any and all costs,
expenses, claims and damages of any nature incurred by it as a
result of any such litigation prior to commencing the same.
(f) The proceeds of any condemnation award made for
damages on account of the interference with Tenant' s rights under
this Lease or Tenant ' s business shall be the property of the �
Tenant .
(g) Notwithstanding the provisions of paragraphs (a)
through (f) , if due to the taking in condemnation the Science
Center is in the Tenant ' s opinion unsuitable for the use for
which it is intended, and if the proceeds of the condemnation •
award will be sufficient to discharge all obligations of the
Tenant under this Lease, upon request by the Tenant the City
shall use the proceeds of the condemnation award to discharge the
Tenant' s obligations under this Lease.
z_
295832.3 1 5
t �
�- I��11�
ARTICLE 6
Tenant � s Covenants
Section 6 . 01 . Inspection and Access . The Tenant agrees
that the City and their duly authorized agents shall have the
right at all reasonable times to examine and inspect the Science
Center and for that purpose to enter upon the Science Center.
Section 6 .02 . Books and Records: Audit . The Tenant
covenants and agrees that it will keep complete and accurate
books and records reflecting all of its financial transactions,
that it will annually cause such books and records to be audited
by a certified public accounting firm, and that it will provide
the City with a copy of the audit report of such firm within 120
days after the close of its fiscal year, which audit shall be
accompanied by a statement of the auditing firm that nothing has
come to their attention during the preparation of the audit which
would constitute an Event of Default under this Lease.
Section 6 . 03 . Indemnitv. The Tenant will pay, and will
protect, indemnify and save the City and the Trustee harmless
from and against all liabilities, losses, damages, costs, '
expenses (including attorneys ' fees and expenses) , causes of
action, suits, claims, demands and judgments of any nature
arising from:
(1) any injury to or death of any person or damage to
property in or upon the Science Center or growing out of or .
connected with the use, non-use, condition or occupancy of the
Science Center or a part thereof, including losses caused by the
negligence of the City, its agents or contractors, but not any
negligence arising from the use, non-use, condition or occupancy
of the parking ramp beneath the Science Center, and the ramp
elevators;
(2) violation of any agreement or condition of this
Lease by the Tenant;
L_
(3) violation of any contract, agreement or
restriction of the Tenant which shall have existed at the
commencement of the term of this Lease or shall have been
approved by the Tenant;
(4) violation of any law, ordinance or regulation
affecting the Science Center or a part thereof or the ownership,
occupancy or use thereof, except as occasioned by the City; and.
295832.3 1 6
� ,
�(,e— 1�1�
Section 6 . 04 . ContinuincL Existence and Oualification. The
Tenant is and throughout the Lease Term will remain duly
qualified to do business as a nonprofit corporation in Minnesota,
will maintain its non-profit corporate existence, will not
dissolve or otherwise dispose of all or substantially all of its
assets, and will not consolidate with or merge into another
corporation or permit any other corporation to consolidate with
or merge into it unless the surviving, resulting or transferee
corporation, as the case may be, if other than the Tenant, is
organized under the laws of one of the United States, assumes in
writing all of the obligations of the Tenant under this Lease,
and has a net worth at least equal to that of the Tenant as of
the date of such consolidation, merger or transfer, is an exempt
organization under Section 501 (c) (3) of the Internal Revenue
Code, and is duly qualified to do business in Minnesota. At
least thirty days before any merger, consolidation or transfer of
assets becomes effective, the Tenant shall give the City written
notice of the proposed transaction. Every surviving, resulting
or transferee corporation and other person referred to in this
Section shall be bound by all of the covenants and agreements of
the Tenant herein with respect to any further consolidation,
merger, sale or transfer and shall execute an appropriate
instrument assuming such covenants and agreements . ,
Section 6 . 05 . Surrender of Project . Except as otherwise
provided in this Lease, at the expiration or earlier termination
of the term hereof the Tenant will surrender possession of the
Science Center to the City peaceably and promptly and in as good
condition as at the commencement of the term of this Lease, loss
by fire or other casualty to the extent covered by insurance and •
ordinary wear, tear and obsolescence only excepted.
Section 6 . 06 . Statement of Compliance. The Tenant will
deliver to the City on or before February 1 of each year during
the Lease term a certificate of an officer of the Tenant stating
that :
(a) he or she has made, or caused to be made, a review
of the Tenant ' s activities during the preceding year with respect
to performance under this Lease, and L�
(b) to the best of his or her knowledge, based upon
the results of such review, the Tenant has fulfilled all of its
obligations under this Lease, or if there has been a default in
the fulfillment of any obligation, specifying the nature of each
such default and its status .
295832.3 1 7
� ' �`(�- ���1�
ARTICLE 7
Tenant ' s and City' s Options
Section 7 . 01 . Assignment and Sublease . The Tenant may
assign this Lease and may sublease the Science Center in whole or
in part, but only with the prior consent of the City which shall
not be unreasonably withheld, and subject to each of the
following conditions :
(1) no assignment or sublease shall relieve the Tenant
from primary liability for all rents and other payments due and
for the performance of all other obligations required under his
Lease;
(2) any assignee of this Lease and any sublessee of
all or substantially all of the Science Center shall expressly
assume the obligations of the Tenant hereunder, by instrument
delivered to the City; and
(3) within ten (10) days after the delivery of any
assignment or sublease the Tenant shall deliver to the City and
the Trustee a true and complete copy thereof . ,
Section 7 .02 . Prepayment of Rents. The Tenant may, on any
date, prepay all of the basic rent payable under Section 3 .02 for
the remaining Lease Term by paying the City an amount equal to
the present value of the remaining basic rent due for the
remainder of the Lease Term, such present value to be calculated
at the current interest rate then in effect for U.S . Treasury �
Bills having a maturity most close to, but not greater than, the
number of years remaining in the Lease Term.
Section 7 . 03 . Abatement of Basic Rent . At any time the
aggregate amount of the basic rent paid by the Tenant to the City
is sufficient to discharge the Tenant' s obligation to pay Basic
Rent, then the Tenant shall be entitled to use and occupy the
Science Center from the date on which such basic rents are in the
hands of the City until the expiration of the term of this Lease
or its earlier termination under the provisions hereof, without
the payment of additional basic rent, but otherwise on the terms
and conditions herein set forth; provided that the abatement of
future basic rent shall not relieve the Tenant from the
obligation to pay basic rent past due or other amounts due
hereunder.
Section 7 . 04 . Termination. The Tenant may not terminate
this Lease prior to the end of the initial term or any renewal
term without the consent and agreement of the City.
295832.3 1 g
' ` q�-��-��
Section 7 . 05 . Renewal of Lease. Subject to the provisions
of Section 7 . 06, the City shall each have the option to renew
this Lease for a renewal term commencing on March 15, 2000 and
ending on March 15, 2020, upon the same terms and conditions as
are applicable to the initial Lease term, provided that no
additional basic rent shall be paid during the renewal term
unless required by an amendment to this Lease. Either party may
exercise its option to renew by giving the other notice on or
before January 1, 2000 of its intention to renew the Lease.
Section 7 .-06 . Transfer of Title.
(a) Upon payment of all Basic Rent, or at any time
thereafter, the City shall, at the request of the Tenant, convey
title to the Science Center to the Tenant by quitclaim deed at
any time. City may convey title to the Science Center at any
time by giving the Tenant 10 days notice of its intention to
convey the title, specifying the date of conveyance, and by
delivering to the Tenant on or after said date a quitclaim deed.
The Tenant agrees to accept title to the Science Center from the
City if tendered, to record the quitclaim deed received from the
City, and to pay all costs and expenses incurred by the City in
completing the transfer. Upon delivery of the quitclaim deed, the
City shall also assign to the Tenant, and the Tenant shall
accept, any other contracts or contract rights of the City in or
to the Science Center.
(b) The City agrees to convey its interest in the Science
Center to a third party designated by SMM in connection with a
sale of the Science Center if SMM pays the City an amount equal •
to the present value of the Basic Rent due under Section 3 .02
hereof from the date of such sale through the scheduled term of
this Lease set forth in Section 3 . 01 hereof using a discount rate
equal to the "prime rate" of interest then in effect on the date
of the sale.
�.
295832.3 1 9
l
�C�' 1�1�
ARTICLE 8
Events of Default and Remedies
Section 8 . 01 . Events of Default. Any one or more of the
following events is an Event of Default under this Lease:
(1) Default in the payment of any basic rent required by
Section 3 . 02 when such basic rent becomes due and payable; or
(2) If the Tenant shall fail to observe and perform any
other covenant, condition or agreement on its part under this
Lease for a period of thirty (30) days after written notice,
specifying such default and requesting that it be remedied, given
to the Tenant by the City, unless the City shall agree in writing
to an extension of such time prior to its expiration, or for such
longer period as may be reasonably necessary to remedy such
default provided that the Tenant is proceeding with reasonable
diligence to remedy the same; or
(3) The entry of a decree or order for relief in respect of
the Tenant by a court having jurisdiction in the premises in an ,
involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar official) of the Tenant or of any substantial
part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or �
(4) The commencement by the Tenant of a voluntary case
under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by it to the
institution of an order for relief in an involuntary case under
any such law, or the consent by it to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of the Tenant or of any substantial
part of its property, or the making by it of a general assignment
for the benefit of creditors, or the failure by it to pay it`s
debts generally as they become due, or the taking of corporate
action by the Tenant in furtherance of any such action.
Section 8 . 02 . City Remedies . Whenever any Event of Default
referred to in Section 8 . 01 shall have happened and be
subsisting, any one or more of the following remedial steps may
be taken after written notice mailed to the Tenant at least ten
days prior thereto.
295832.3 2 0
� �
��� l3`1(0
(1) the City may, at its option, declare all installments
of basic rent payable under Section 3 . 02 for the remainder of the
term of this Lease to be immediately due and payable, whereupon
the same shall become immediately due and payable by the Tenant;
(2) the City may, but shall not be required to, terminate
this Lease, exclude the Tenant from possession of the Science
Center; or
(3) the City may require the Tenant to furnish copies of
all books and records of the Tenant pertaining to the Lease; or
(4) the City may take whatever action at law or in equity
may appear necessary or appropriate to enforce performance and
observance of any obligation, agreement or covenant of the Tenant
under this Lease, excluding the payment of basic rent.
Section 8 .03 . Manner of Exercise. No remedy herein
conferred upon or reserved to the City is intended to be
exclusive of, any other available remedy or remedies, but each
and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Lease or now or
hereafter existing at law or in equity by statute. No delay or ,
omission to exercise any right or power accruing upon any
default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power
may be exercised from time to time as often as may be deemed
expedient . In order to entitle the City to exercise any remedy
reserved to it in this Article, it shall not be necessary to
give any notice, other than such notice as may be herein �
expressly required.
Section 8 . 04 . Attorneys' Fees and Expenses . In the event
either party should default under any of the provisions of this
Lease and the other party should employ attorneys or incur other
expenses for the collection of rent or the enforcement of
performance of any obligation or agreement on the part of the
defaulting party, the defaulting party will on demand pay to the
other party the reasonable fee of such attorneys and such other
expenses so incurred. `�
Section 8 . 05 . Effect of Waiver. In the event any
agreement contained in this Lease should be breached by either
party and thereafter waived by the other party, such waiver
shall be limited to the particular breach so waived and shall
not be deemed to waive any other breach hereunder.
Section 8 . 06 . Waiver of Stay or Extension. The Tenant
covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatso-
295832.3 2 1
��— ����e
ever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this
Lease; and the Tenant (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the City but will suffer
and permit the execution of every such power as though no such
law had been enacted.
L_
295832.3 2 2
, ,
�,(�- 13110
ARTICLE 9
General
Section 9 . 01 . Notices . All notices, certificates or other
communications hereunder shall be sufficiently given and shall be
deemed given when deposited in Che United States mail in regis-
tered form postage fully prepaid, with proper address as
indicated below. The City and the Tenant may, by written notice
given by each to the other, designate any address or addresses to
which notices, certificates or other communications to them shall
be sent when required as contemplated by this Lease. Until
otherwise provided by the respective parties, all notices,
certificates and communications to each of them shall be
addressed as follows :
To the City: City of St. Paul
City Hall
St. Paul, Minnesota 55101
Attn: Director, Department
of Finance and
Management Services ,
To the Tenant : Science Museum of Minnesota
30 East Tenth Street
St . Paul, Minnesota 55101
Attn: President
Section 9 . 02 . Binding Effect . This Lease shall inure to
the benefit of and shall be binding upon the City and the Tenant
and their respective successors and assigns .
Section 9 . 03 . Severabilitv. In the event any provision of
this Lease shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof .
Section 9 . 04 . Execution Counterparts . This Lease may ''be
simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument .
Section 9 . 05 . Prior Leases Superseded. This Lease
supersedes all prior leases between the parties with respect to
the Science Center, including the Lease, dated as of June 15,
1978 and July 15, 1984, between the City and the Tenant, which is
hereby terminated effective as of the date of this Lease, and
295832.3 2 3
� M
�(�`13�t�
shall no longer be of any force and effect from and after that
date.
Section 9 .06 . Exercise of City Powers . No provision of
this Lease is intended to or shall have the effect of restricting
the lawful exercise by the City of any of the powers conferred
upon it by its Charter or state law, including the power to levy
special assessments for local improvements.
Section 9 . 07 . Amendments. Etc. Prior to the time that the
Indenture is satisfied and discharged in accordance with its
terms, this Lease may not be amended or terminated, ax any
provisions hereof waived, without the written consent of the
Trustee.
IN WITNESS WHEREOF, the City and the Tenant have caused this
Lease to be executed in their respective corporate names and
attested by their duly authorized officers, all as of the date
first above written.
CITY OF ST. PAUL, MINNESOTA
By
, Its Mayor
BY
Director, Department of •
Planning and Economic
Development
By
Its Clerk
And
Its Director of DepartmentL�
Form Approved: of Finance and Management
Services
Assistant City Attorney
295832.3 2 4
. , (�
`�(�' ���lQ
THE SCIENCE MUSEUM OF MINNESOTA
By
Its
By
Its
x.
295832.3 2 5
I
�l.l[ ` � ��W
STATE OF MINNESOTA )
) SS .
COUNTS OF RAMSEY )
On this day of , 1996, before me, a notary public
in and for said county and state, personally appeared
, to me personally known and
known to me to be the same persons who executed the within and
foregoing instrument, who, being by me duly sworn, did depose,
acknowledge and say: ;
that they are respectively the Mayor, the Director of the
Department of Finance and Management Services, and the City Clerk
of the City of St . Paul, Minnesota, the incorporated municipality
described in and which executed the foregoing instrument; that
said instrument was signed on behalf of said City by authority of
its governing body; and they acknowledged the execution of said
instrument to be the voluntary act and deecl of said City by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this day of , 1996 . ,
Notary Public
My commission expires
, 199_
z-
295832.3 2 6
e .
�C�- ����
STATE OF MINNESOTA )
) SS .
COUNTS OF R.AMSEY )
On this day of , 1996, before me, a notary public
in and for said county and state, personally appeared
and , to me personally
known and known to me to be the same persons who executed the
within and foregoing instrument, who, being by me duly sworn, did
depose, acknowledge and say: that they are the
and of the Science Museum of Minnesota, the
corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation, and they
acknowledged the execution of said instrument to be the voluntary
act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this day of , 1996 .
Notary Public �
My commission expires
, 199
;.
295832.3 2 7
, �
��-� ���
EXHIBIT A
LeQal Description of Science Center Air RiQhts Parcel :
All that certain parcel or parcels of land in the City of
Saint Paul, County of Ramsey, State of Minnesota, more
particularly described as follows :
Tract 1 : (Abstract)
All of the property lying above a plane surface at an elevation
103 .5 feet, City of Saint Paul Datum (elevation 0 . 0 City of Saint
Paul Datum equals 694 . 10 U.S . Coast and Geodetic Mean Sea Level
Datum of 1929) legally described as follows :
The Northeasterly one hundred five and eight hundredths (105 . 08)
feet of Lots one (1) , two (2) , three (3) , ten (10) , eleven (il)
and twelve (12) , Block five (5) , Bazil and Guerin' s Addition to
�Saint Paul, according to the plat thereof on file and of record
in the office of the Register of Deeds in and for said County and
State, except therefrom the following described Registered
Property:
Tracts "A" and "G" , Registered Land Survey No. 328 .
Tract 2 : (Torrens)
All of the property lying above a plane surface at an elevation
103 .5 feet, City of Saint Paul Datum (elevation 0 .0 City of Saint
Paul Datum equals 694 .10 U.S . Coast and Geodetic Mean Sea Level �
Datum of 1929) legally described as follows :
Tracts "A and "G" , Registered Land Survey No. 328 .
Together with and subject to the rights and obligations of
support and access conveyed by that certain easement agreement
dated as of July 1, 1978 between the City of Saint Paul and The
Science Museum of Minnesota.
z.
295832.3
� - �t�-� ����. `��'l37� Q �` � o �
• � � � f� Council File # `
� �� RIG11� � �
�
Gree� Sheet � � ✓
*, RESOLUTIO\'
T F SAI:�TT PAUL, r7I\1�'ESOTA as
Presented By
Referred To Committee: Date
1 -.
2 RESOLUTIOI�T APPROVING AND AUTHORIZING EXECUTION OF A
4 MTHEO SC ENCE MUS'EUM OF MINNESOTA H �l�U 2� »9�
S .
6
7 WHEREAS: . �
s
9 l. Tl�e Scie»ce Museum of Minnesota, a Minnesota non-profit corporation ("SMM") proposes
10 to construct ne��� facilities in tl�e Riverfront Redevelopment Area of tl�e Ci[y of Saint Paul, whicl�
11 facilities «�ill include, but are not limited to, a museum of not less than 300,000 square feet and a 700
12 car parking ramp (collectively, the "Project").
13
14 2. The Project will be one of the first major developments in tl�e Riverfront Redevelopment
15 Area, �i•ill drZ��� over 1,000,000 to 1,500,000 visitors to the City, and will have a significant employment
16 impact.
17
]S 3. A Tlemorandum of Understanding, bet��een the SMM and the City, the fonn of which has
19 been slibmi�ted to the City Council, has been prepared ��hich sets forth, amono other thin�s, tl�e
20 obli�ation of SI�i:�1 to construct the Project and the contribution to be made by the City to the Project.
21
22 RESOLVED:
�,.,
_�
2� 1. The City Council hereby approves and authorizes the rlayor, Director, Dep�rtment of
2� Plannin� and Economic De��elopment znd Director, Department of Finance and i��fana�ement Services to
26 execute the �lemorandum of Understandin� in substantially the form sLibmitted. In the absence of the
27 I�ia��or, Director, Department of Plannin� and Econo►nic Development and Director, Department of
2a Finance and riGna�ement Services, the Mei»orandum of Understandin� may be ezPcuted by a��d any
?9 other approp;iate officers.
30
9�-�3 �� ����-1
y'�I •
32 2. The staff is authorized to proceed with the preparation of a final Development Agreement
,33 betw�een the SMM and the City, the terms of which will be consistent with but which will supersede the
34 Memorandum of Understanding within 60 days after adoption of this Tesolution.
� � Yea Navs Absent Requested by Department of:
i lakev ��`
� Grin,.m
j uerin ��` _ Plannina & Economic Development
� arris I��"
i Mee�rQ � : �r(�
e�tnen � � //
nune ��` BY� < <;n�u''� �_ �2%�- /
� I = � i
Adopted by Council: Date� \.� \ S
_ Fo m Ap .�ved by C' ney
P.3option Certified by Council ecretary �
� `�.� . /
By. By� � y i�f i
,. •��
d �5�' Approv,e y Mayor fo S iss'on to
Approved by yor: Date v Cou ' � �
�
By' BY� � ��� � . /
i
. �.
9�-�3 ��
� MEMORANDUM OF UNDERSTANDING
BETWEEN
THE SCIENCE MUSEUM OF MINNESOTA AND THE CITY OF SAINT PAUL
This Memorandum of Understanding (the "Agreement") is made by and between
the Science Museum of Minnesota, a Minnesota non-profit corporation ("SMM") and the
City of Saint Paul (the "City"), as of this 12th day of July, 1995.
The purpose of this Agreement is to formalize the understandings between SMM
and the City (collectively, the "Parties") in connection with the construction of certain
public improvements described in Section 2D hereof (the "Upper Landing Improve-
ments") and certain private improvements described in Section 3A through F hereof (the
"SMM Improvements"). The Upper Landing Improvements and the SMM Improvements
are hereinafter collectively refened to as the "Project". The Project is to be constructed
within the area outlined on Exhibit B attached hereto (the "Development Area"), which
Development Area is in the Seven Corners Renewal Area, the Riverfront
Redevelopment Area, and Community Development District 17. The terms of this
agreement will be consistent with but superseded by a final development agreement
described in Section 20 hereof (the "Development Agreement").
The Parties mutually agree to the following terms, conditions and undertakings:
SECTION 1
FINDINGS
The Parties have made the following findings in connection with the Project.
A. Prioritv Project. The Parties recognize that SMM's program is Minnesota's most
popular indoor year-round cultural center attraction, and has regional importance
to the State, the City of Saint Paul, and the surrounding community. (See Exhibit
A-1 and A-2)
B. Current Cam�us Conditions. SMM's program is current}y located in two buildings
at Wabasha and Exchange in Downtown Saint Paul. SMM currently serves more
than 800,000 people per year in buildings designed to serve 500,000. Over 150,000
children annually visit in school trips from every county in the State of Minnesota.
At peak times, public spaces are severely overcrowded. Any expansion at the
current site raises the following issues:
28711'.8
9�•�3��
1. Costly renovation and inadequate room to grow because of extraordinary
relocation cost of neighbors;
2. Insufficient student drop-off space;
3. Second oldest Omnitheater in the world;
4. Risks to museum collection due to fire suppression, moisture and humidity
control, control and overcrowding problems;
5. Excess costs associated with being closed for two years if expansion
occurred at current location; and
6. Physical restrictions which prevent programming to incorporate the
Mississippi River.
C. Future Campus, Patrons and Employment. Based on the limitations of the
current facility and SMM's need to expand, SMM has spent significant time in the
years 1992 through 1994, in defining its program and space needs for a facility to
bring SMM into the 21st century. This planning has resulted in a I,ong Range
Strategic Development Plan for a new SMM campus that includes site location,
expansion of museum facilities, increased visitorship, additional administrative
space, increased parking capacity, improved visitor access, and innovative
programming that involve the Mississippi River.
Based on the Long Range Strategic Development Plan, it is projected that by
200�, the future SMM campus will include or accommodate (a) 1,500,000 patrons
a year, (b) 500 employees (full time equivalents), (c) 300,000 square feet of place
for visitors, and (d) a 700 car parking ramp. Exhibit A-2 attached hereto contains
additional details of the expansion project.
D. Public Benefits of SMM to the Communitv. The SMM Improvements would
provide the following benefits to the City of Saint Paul and the surrounding
community:
l. Ma,�or Catalyst for Riverfront Development. The SMM Improvements
would be the first major project below the bluff of the Mississippi River
and would provide public access to the Mississippi River from the Rice
Park area.
2. Ma�net for Tourist and Local Visitors. As the leading center for informal
science education in the region, the SMM Improvements will draw
1,500,000 visitors and another 500,000 through regional outreach programs.
3. Re�ional Impact. A study commissioned by SMM in 1994 indicated an
annual impact of $106.5 million and 2253 jobs in terms of spin-off for the
City and surrounding community. This is a significant increase from the
287117.8 2 ,
9to-�371�
current $55.4 million impact and 1,171 job impact currently provided by
SMM operations.
4. Major Emplover. With S00 full time jobs by grand opening in 1999, SMM
will be in the top one-half of one percent of downtown employers.
E. Reuse of Existing Campus. The Parties recognize that the construction of the
SMM Improvements will result in the need to address the reuse of SMM's existing
campus as addressed in more detail in Section 5 hereof.
SECTION 2
CITY UNDERTAKINGS
In addition to the other undertakings of the City set forth elsewhere in this Agreement,
the City agrees to undertake the following activities as set forth in this Section 2.
A. Land Assemblv, Demolition and Relocation. The land described in Exhibit C-1 is
hereinafter collectively referred to as the "Land". The City will acquire control of
that portion of the Land identified as Parcels 1, 2 and 4 on Exhibit C-1 by
December 31, 1995. Unless the Parties mutually agree to an earlier date, the City
v��ill acquire control of that portion of the Land identified as Parcel 3 on Exhibit
C-1 no later than September 1, 1997. The City shall have Parcel 1 cleared not
later than October 1, 1996, and Parcel 3 cleared not later than March 1, 1998.
Control of the Land shall be evidenced, at a minimum, by option or purchase
agreements which give the City the unconditional right to acquire the land.
The acquisition, demolition and relocation costs, excluding any environmental
clean up costs which are addressed in Section 6 hereof, for Parcels 1, 2 and 3 shall
be paid by the City. The costs of acquisition, demolition and relocation costs for
Parcel 4, excluding any environmental cleanup costs which are addressed in
Section 6 hereof, shall be paid equally by the City and SMM. The City's share of
the costs of acquisition, demolition and relocation is estimated to be in the range
of $3,500,000 to $6,700,000, including the $375,000 for environmental clean up
costs described in Section 6 hereof. SMM agrees that it will use all resources
reasonably available to it to enable the Land to be acquired at the lowest possible
cost.
B. Lease. A portion of the Land mutually acceptable to the City and SMM and
sufficient to satisfy the requirements for the State Grants (as hereinafter defined)
will be leased by the City to SMM. The lease between the City and SMNi (the
:�,,��.8 3
, � 9� -�� ��
"L.ease") will be executed prior to commencement of construction of the SMM
Improvements.
The Lease will include, among other things, the following provisions:
a. Rent - $100 per year
b. Term/Renewal - Original Term of 20 years and options for SMM to
renew for 3 additional ten year terms
c. Payment of Taxes and Assessment, if any by SMM
d. Payment of Utilities by SMM
e. Conditions relating to State Grants
f. Sale of Premise
g. Construction of Improvements and Repairs
h. Insurance
i. Indemnification
j. Ownership of the Improvements at end of the L,ease
k. Default
l. Remedies
m. Arbitration
C. Citv Contribution. In return for SMM's agreement to undertake the Project, the
City agrees to make a contribution to the Project of (i) $10,500,000, (less the
cleanup costs paid by the City pursuant to Section 6, clause 2 hereo�, plus (ii) the
City's portion of the land assembly costs set forth in Section 2A hereof, plus (iii)
the portion of the environmental clean up costs to be paid by the City pursuant to
Section 6 hereof, and plus (iv) the City's portion of the costs of the East Skyway
Link as described in Section 22 hereof (collectively, the "City Contribution"), all
upon the terms and conditions set forth in this Agreement.
D. L'pper Landing Improvements. The following is a description of the Upper
Landing Improvements.
1. Traffic Flow and Pedestrian Crossine. Improvements set forth on Exhibit
E-2 attached hereto to ensure smouth and safe traffic flow for visitors to
the SMM Improvements and Civic Center, service vehicle access routes
through the Development Area, and traffic controls at the Kellogg/West
Seventh/Eagle/Exchange intersections.
2. New Mississip,�i River Pedestrian Connection. Improvements to link the
pedestrian access from downtown along Kellogg to the Mississippi River.
This integrated pedestrian connection system will be handicapped
�;1,,.a 4
. 9�-�3 ��
� accessible and allow pedestrian and visitor traffic over railroads and
roadways through the Development Area.
3. East Skvwav Link to Civic Center. Subject to Section 22 hereof, an all
weather enclosed skyway to connect the Museum to the Civic Center.
4. Utilitv Relocation. Relocate major utilities in the De��elopment Area for
safety of service and maintenance into the future, except for the NSP
overhead lines which are further described in Section 15 hereof.
The Parties agree that it is in their interest and the public interest to design and
construct the Upper Landing Improvements in the most cost efficient manner in
order to maximize the use of the available funds for Museum and exhibit
development in order to attract the ma�rimum number of visitors to the SMM
Improvements. In addition, because of the construction interdependencies
between the Upper Landing Improvements and SMM Improvements, and the
rapid design and construction schedule, the City agrees that SMM will act as agent
for the City in the design and construction of certain of the Upper Landing
Improvements. The final determination of design and construction responsibilities
will be made before execution of the Development Agreement. As agent for the
City, SMM will comply with the requirements in Section 21 hereof.
The City shall designate an acceptable project manager from the Department of
Public Works to work with SMM to monitor the design and construction of the
L'pper I.anding Improvements. SMM shall have the right to approve the
preliminary plans for any Upper Landing Improvements for which it is not the
City's agent. The City will design and build such portion of the Upper Landing
Improvements for which SMM is not the City's agent only to meet, but not
exceed, the City's design standards, unless the Parties otheruzse agree, or the
additional costs to be incuned by designing such portion of the Upper Landing
Improvements above design standards are approved in a Capital Improvement
Budget of the City.
E. Release of Citv Contribution. The City Contribution described in Section 2C(ii)
and (iu) shall be paid by the City as the costs of land assembly and environmental
clean up are incurred, provided that no moneys shall be released until execution
of the Development Agreement.
The City Contribution described in Section 2(C)(i) and (iv) hereof shall be
released as follows:
2E7117.8 S
� 9� ��3��
1. $500,000 will be released to SMM as and when needed to defray design
costs for the Project;
2. $250,000 will be expended by the City to defray environmental cleanup
costs of the Land as and when needed subject to Section 6 hereof;
3. The remainder will be disbursed to SMM upon satisfaction (or waiver by
the City) of the following conditions:
a. The Parties have executed the Development Agreement referred to
in Section 20 hereof;
b. The Parties have approved schematic design for the Project, the City
has approved the construction drawings for the Upper Landing
Improvements for which SMM is not the City's agent, SMM has
approved the construction drawings for the Upper Landing
Improvements for which SMM is the City's agent, the City has
reviewed construction drawings for the SMM Improvements;
c. SMM has received the 1994 and 1996 State Grants;
d. SMM has established a fully funded construction escrow which,
together with 1994 and 1996 State Grants and the City Contribution,
is sufficient to design and construct the Project;
e. SMM has satisfied all preconditions imposed by any and all
agreements for the release, to pay costs of the Project, of all of the
fully funded construction escrow for the Project;
f. The Parties have executed the Lease described in Section 2(B)
hereof, the West Building Lease described in Section 3(K) hereof
and the Parking Agreement described in Section 3(B) hereof.
F. State Grants. The City will cooperate with SMM to secure the 1996 State Grant
as more fully set forth in Section 4 hereof, and will accept on behalf of SMM, the
1994 and 1996 State Grants.
G. Reuse of Existing SMM Campus. The City will cooperate with SMM to develop a
strategy to reuse the existing SMM campus as set forth in Section 5 hereof
H. Citv Options for Financing. The City's Budget Director will develop a multi-year
finance plan to provide funds to finance the City Contribution. Sources to be
explored include, but are not necessarily limited to, District Heating and Cooling
Franchise fees, CIB, MSA, BNT, RTC assets, Sales Tax, Tax Increments, and area
wide user fees. The finance plan will be presented to City Council and/or HRA
before or concurrently with the approval of this Agreement.
�n,,.8 6
_ A ���� 7�
� I. Citv as Issuer. As and when requested by SMM, the City will use its best efforts,
or will use its best efforts to cause the HRA to use its best efforts, to issue conduit
revenue bonds to finance a portion of SMM Improvements, in accordance with
City and HRA's established procedures.
SECTION 3
SMM UNDERTAKINGS
In addition to the other undertakings of SMM set forth elsewhere in this Agreement, and
subject to performance by the City of its undertakings under this Agreement and the
Development Agreement, SMM agrees to undertake the following activities as set forth
in this Section 3.
A. Museum Construction. SMM will construct a new facility of not less than 300,000
gross square feet for use as a science museum (the "Museum"). Subject to Section
14 hereof, the construction of the Museum will commence on or before October
1, 1996, and shall be completed on or before December 31, 1999.
B. Parking Ram� SMM will construct a 700 car ramp (the "SMM Ramp"). The
SMM Ramp is currently anticipated to be built to the east of the existing Civic
Center parking ramp on the former county morgue site and adjacent property.
The Parties agree that, because of the financial and operational consequences to
the e�sting Civic Center ramp and the planned underground Civic Center
E�pansion ramp, SMM will agree in the Lease, or a separate parking agreement
(the "Parking Agreement"), as set forth below:
l. Coordination. SMM will enter into an agreement for the term of the I.ease
under which SMM will agree to operate the SMM Ramp in a competitive
manner, and to coordinate the hours of operation of the SMM Ramp with
the Civic Center ramps.
2. Weekdav Parkin¢. During the weekday, subject to SMM needs, SMM will
make the SMM Ramp available for public parking.
3. Evening and Weekend ParkinS. During weekends and evenings, subject to
SMM needs, the SMM Ramp will be available for Civic Center and/or Rice
Park area visitors.
C. Science Parks. Subject to Section 14 hereof, and subject to the City completing
Shepard Road as described in Section 7 hereof, SMM will substantially complete,
by December 31, 2000, a four season park and plazas, (the "Science Parks") to be
?,87'I�7.8 7
. 9'�-i3 ��o
located both adjacent to the Museum and south of Railroad tracks and rebuilt
Shepard Road near the Mississippi River.
D. Landscaping and Utilities. SMM will landscape and screen the SMM
Improvements sufficiently to buffer railroads and edges of the site. SMM will
relocate the utilities and undertake soil correction (e.g. pilings) necessary for
construction of SMM Improvements; provided that environmental cleanup will be
governed by Section 6 below.
E. Access. SMM will maintain service access, during construction of the
improvements to the Civic Center, through the Development Area to Eagle and
east/west route to District Heating and Ramsey County offices.
F. Si na e. SMM will erect a sign announcing the Science Museum facility at the
corner of Kellogg and Eagle.
G. Estimated Costs. The estimated costs of the SMM Improvements set forth in
paragraphs A through F hereof are as follows:
Expenses Range in millions
Construction costs, including $43.5 to 50.0
contingency; project management;
furniture, fixtures and equipment;
and renovation of leased space
Architectural and engineering fees $4.5 to 5.0
Program-related costs, including indoor $15.0 to 18.0
exhibits, Science Parks, Imax/Omnitheater
equipment
Miscellaneous project costs (fundraising, $4.5 to 5.00
marketing, financing, moving, etc.)
Total $67.5 to 78 million
H. Estimated Sources.
Tentative Funding Plan (excludes $10.5 million commitment from City
�»,�.s 8
9�-i� ��
� - Public Funds
State of Minnesota $31.5 to 35 million
Federal agencies $2 to 3 million
Subtotal $33.5 to $38 million
- Private Funds
Local sources $32 to 37 million
Regional and national sources $2 to 3 million
Subtotal $34 to $40 million
TOTAL $67.5 to $78 million
I. Project Costs. SMM will pay for all costs of the Project which exceed the City
Contribution.
J. Capital, O�erating and Maintenance Cost. SMM will pay for all capital, operating
and maintenance expenses of the property leased to SMM under the I.ease during
the entire term of the Lease, except for security costs associated with a new
Mississippi River Pedestrian Connection, which will be negotiated as part of the
Development Agreement.
K. Repavment of Portion of City Contribution by SMM. In recognition of limited
local resources, SMM's desire for a long term mutually beneficial relationship and
the fact that the City holds title to the West Building, SMVI agrees to repay a
portion of the City Contribution by entering into a financing lease pursuant to
which the City will lease the West Building to SMM (the "West Building Lease")
to replace the existing Lease dated July 15, 1984, between the Parties. The West
Building Lease will include terms commonly included in financing leases, including
but not limited to, the following:
l. Term - 20 years.
2. Rent - Annually in arrears in an amount equal to the greater of $250,000
or 10% of the gross revenues derived by SMM from the West Building
during the preceding calendar year, including any rent received by SMM
pursuant to any sublease.
3. Pavment of Taxes, if an,y. Insurance and Utilities - by SMM.
4. SMM Purchase O�tion - At any time, upon payment of any amount equal
to the present value of the rent for the remaining term of the lease, based
on $250,000 per year, discounted at the applicable treasury bond rate.
5. Default - Includes, but not limited to, failure to pay rent after 60 days
written notice.
�,�,.e 9
. 9�-/3��
� 6. Remedies - Include termination of Lease, repossession of the leased
premises by the City, and any other remedies mutually agreed upon by the
Parties.
7. Non-recourse Obligation of SMM.
L. State Grant. SMM will use its best efforts to secure the State Grants as more
fully set forth in Section 4 hereof.
M. Reuse of E�sting SMM Campus. SMM will develop a strategy to reuse the
existing SMM campus as set forth in Section 5 hereof.
N. Reimbursement to Ciri. If the Development Agreement is terminated, SMM
agrees to reimburse the City up to $500,000 of the City Contribution which has
been disbursed to SMM for design costs of the Project.
O. Promotion of Citv. Prior to execution of the Development Agreement, SMM will
provide the City a list of its suggestions on who it can assist in the promotion of
the City and implementation strategies therefor.
SECTION 4
STATE GRANTS
A. Description. The Parties agree to work together to obtain two grants for the
Project from the State of Minnesota in the total range of 32 to 35 million (the
"State G:ants"), on terms mutually acceptable to the Parties. The State Grants
w-ill include the following:
1. 1994 State Grant - $1.000.000. SMM has secured a 1994 State Grant of
$1,000,000 for costs associated with planning the Project. The Parties will
joint�y work to satisfy the terms for the release of those funds for the
Project.
2. 1996 State Grant. The Parties will work to secure a State Grant in the
range of 31 to 34 million for capital costs of the Project, and to assure that
the proceeds of the 1996 State Grant will be available for distribution by
August 31, 1996.
B. Main Points of the 1996 State Grant. The Parties anticipate that the State Grant
will address the following main points:
1. Use of Proceeds
2. Operation of Property
2F'717.8 lO
9�-/3�t�
3. Acknowledgement of State Bond Financed Property
4. Preserve tax exempt status
5. SMM L.ease is for a governmental purpose
6. Oversight by City
7. Conditions on term and renewals of Lease
8. Default Conditions
9. SMM during I,ease will pay all costs of operations and maintenance
10. Approval of Lease by the State
11. Conditions on Sale of Facility and Proceeds
12. Preconditions for Receipt of Grant (e.g. donation of a portion of existing
campus)
SECTION 5
REUSE OF EXISTING SMM CAMPUS
The parties agree to develop a joint strategy to reuse SMM's existing building at
VJabasha and Exchange Streets, commonly referred to as the East Building. The parties
agree that if a labor interpretive center is funded by the state legislature, and the
legislature approves the 1996 State Grant for the Project, the parties will convey their
respective interests in the East Building to the State for $1.00, on the condition that it be
used primarily as a labor interpretive center. As provided in Section 3(K) hereof, SMM
intends to continue to lease the West Building from the City and to operate, among
other things, an Omnitheater program therein.
SECTION 6
ENVIRONMENTAL
The Parties agree that any costs associated with the clean up of any environmental
problems with the Project shall be paid as follows, provided that unless the Parties
otherwise mutually agree, no monies will be disbursed until the execution of the
Development Agreement:
1. Any clean up costs up to and including $250,000 shall be paid by the City;
2. Any clean up costs in excess of $250,000 up to and including $500,000 shall
be paid by the City, but such payment shall reduce the City's obligation
dollar for dollar to contribute $10,500,000 for the Project;
3. Any clean up costs in excess of $500,000 up to and including $625,000 shall
be paid by the City; and
zsn�zs 11
. 9�-�3��
4. Any clean up costs in excess of $625,000 up to and including $750,000 shall
be paid by SMM.
Lipon execution of the Development Agreement, the City shall proceed with all necessary
actions to undertake any necessary environmental clean up as soon as practicable and
shall keep SMM advised of the progress and estimated costs.
In the event the City notifies SMM that the clean up costs are estimated by an outside
consultant to exceed $750,000, unless a mutually agreeable solution is reached within 60
days, either of the Parties may, upon written notice to the other, terminate this
Agreement.
SECTION 7
RAILROADS AND SHEPARD ROAD
A. Railroads. The Parties recognize the benefit of opening up the Upper Landing
and Lowertown to the Mississippi River by lowering or removing the main railroad
tracks below the bluff. However, the Parties understand that it is unlikely that
there are sufficient funds and multi party agreements in place in order to alter the
present location of the railroad lines through the Development Area in order to
meet the schedule for the construction of the Project. The Parties agree to
coordinate their efforts to work together with respect to issues related to the
railroads.
B. Shepard Road. The City will complete the construction of Shepard Road through
the eastern edge of the Development Area by December 31, 1999.
SECTION S
SCHEDULE AND TIMELINE
The Parties agree to the timeline set forth on Fxhibit E attached hereto.
SECTION 9
DESIGN REVIEW
The Parties agree that SMM will design the SMM Improvements and the Upper Landing
Improvements for which it is the City's agent consistent with Design Principles set forth
on Exhibit F attached hereto. The City shall review and approve the schematic design of
the SMM Improvements and the Upper Landing Improvements.
�-��,.a 12
, Jlo-13 7�
SECTION 10
PUBLIC ACCESSIBILITY
The Parties recognize the shared goals of increased visitor activity that the SMM
Improvements will bring, the importance of pedestrian access to the Mississippi River,
the unique design challenges of the site, and the importance of visitor accessibility.
SECTION 11
PARKING MANAGEMENT PLAN FOR AREA
The City agrees to prepare a parking and management plan for the vicinity of the
Project. The plan will be reviewed by SMM and the Neighbors described in Section 12.
SECTION 12
GOOD NEIGHBOR
A. Communication. The Parties agree to keep their neighbors informed of key
developments during design and construction of the Project. The neighbors
include the Civic Center, Fort Road Federation, West Publishing, Plastics Inc., the
Minnesota Club, Ordway, Saint Paul Public Library and, District Heating, Ramsey
County, Railroads, and surrounding business owners and residents (the
"Neighbors").
B. U�per Landing Plannine. The Parties will participate with the Neighbors in a
Riverfront Development Framework process scheduled to begin in April 1995.
SECTION 13
EMINENT DOMAIN
If condemnation is necessary for the acquisition of any of the Land, the City or one of its
redevelopment agencies will exercise its powers of eminent domain, including quick take.
SECTION 14
ZONING/REGULATORY PERMITS
SMM w�ll obtain all necessary zoning and regulatory permits for the Project, excluding
any Upper Landing Improvements for which SMM is not the agent of the City. SMM
will pay for any and all costs of any Special Use Condition Permit, Indirect Source
Permit, EAW, or other environmental review required for the Project. Any undertaking
by SMM or the City to commence or complete the Project within a specified time period
may be modified to the extent of unanticipated delays, including without limitation, delays
resulting from compliance with local regulatory activities, i.e., zoning changes, variances,
�-1�,.8 13
9�-i3�t�
. building permits; or additionally for the Parties resulting from federal and state
regulatory requirements.
SECTION 15
MAJOR UTILITIES
The Parties recognize the following major utilities of NSP, Water Utility, and District
Heating and Cooling impact the successful outcome of this Project:
A. NSP. The Parties recognize that removing or relocating underground the eadsting
overhead high voltage lines through the Development Area is an important
priority but that the cost of relocation or removal is not included in the City's
contribution under Section 2C hereof or in SMM's obligations under this
Agreement. Before construction of SMM Improvements, the Parties will strongly
encourage NSP to contribute to this priority Riverfront initiative by removing or
relocating underground Riverfront overhead high voltage lines through and near
the Project area at NSP's expense.
B. Saint Paul Water Utilitv. SMM will explore the possibility of including water
conservation as part of the museum programming.
C. District Heating and Cooline. SMM or its consultants will evaluate the costs and
benefits of using District Heating and District Cooling for the SMM
Improvements. The Parties understand District Energy is considering a
cogeneration expansion and are prepared to work with District Energy to have a
successful District Energy project which respects the riverfront and has reasonable
limits to the storage of fuels on site.
SECTION 16
COOPERATION BETWEEN CITY, SMM AND PROJECT LENDERS
The Parties agree to cooperate and provide, in a timely fashion, any information
requested by lenders for the Project. The Parties will work together to amend the
existing state legislation to allow SMM to more easily secure private financing for the
SMM Improvements. The City agrees, to the extent permitted by law, and if necessary
to allow SMM to secure private financing for the SMM Improvements, to join with SMM
as a co-mortgagor in any mortgage granted on the property subject to the Lease and to
subordinate its interest in the Lease to such mortgage, subject to such conditions as to
use as the City may determine.
:���».8 14
9�-�3�t�
SECTION 17
EXECUTION OF PLATS/PETITIONS
The Parties agree to cooperate in order to accommodate the recording of all plats, lot
splits and street and alley vacations for the Project.
SECTION 18
TERMINATION OF PROJECT, PERFORMANCE DEFAULTS
The Parties agree to complete all their respective undertakings for the Project set forth
in this Agreement by December 31, 1999, except for construction of the Science Park by .
SMM.
The Parties agree that the Project cannot proceed without the 1996 State Grants. Unless
the Parties can reach a mutually agreeable solution within 60 days, either of the Parties
may, upon prior written notice to the other, terminate this Agreement or the
Development Agreement, if (i) the 1996 State Grant has not been approved by the time
the 1996 State Capital Budget is adopted, (ii) if the environmental clean up costs exceed
$7�0,000, as provided in Section 6 hereof, or (iii) if it becomes evident to both Parties
that the preconditions to the release of the portion of the City Contribution under
Section 2,E.3 hereof can not be met.
SECTION 19
RESPONSIBILITY FOR FEES
S'�SM agrees to pay for the typical City and HRA fees associated with the Project
including:
A. Normal City fees associated with the planning and construction of the
Project.
B. Issuer fees associated with Revenue Bonds issued on behalf of SMM.
City agrees not to charge an administrative fee for acceptance of 1994 or 1996 State
Grants.
The Parties shall pay for their respective legal costs for the preparation of this
Agreement and Development Agreement.
After the grand opening of the Museum, should the Parties decide to cause underground
relocation of the NSP overhead wires referred to in Section 15 hereof, any costs with
respect thereto which are properly allocable to costs within the Development Area shall
287J 17.8 1 S
g�w'���
� be paid by SMM and any costs which are properly allocable to costs outside the
Development Area shall be the responsibility of the City.
SEC'f ION 20
DEVELOPMENT AGREEMENT
HRA and SMM wil] use their best efforts to enter into a final development agreement
(the "Development Agreement") within 60 days after the last governing body has
approved this Agreement. The terms of the Development Agreement will supersede this
Agreement but w�ill be consistent with the terms hereof, unless mutually agreed to
otherwise by the parties.
SECTION 21
COMPLIANCE
SMM and its contractors shall, to the extent applicable, comply with all state and local
laws and policies with respect to construction of the Project, including prevailing wage
standards, affirmative action, public art ordinance, and targeted business programs,
including with respect to the Upper Landing Improvements for which SMM acts as agent
for the City, applicable competitive bidding laws.
SECTION 22
EAST SKYWAY LINK
The City avrees that, prior to execution of the Development Agreement, it will notify
S'.vIM whether the City will connect the Civic Center to the downtown skyway system. If
the Ciry notifies SMM that such connection will be made, the Parties agree that the cost
of a sky�vay to connect the Museum to the Civic Center described in Section 2(D)(3)
hereof (the "East Skyway Link") shall constitute an "Upper Landing Improvement" for all
purposes of this Agreement (except that the City contribution in clause (i) of 2C hereof
shall be increased by $500,000 to $11,000,000. In the event the City notifies SMM that it
does not intend to connect the Civic Center to the downtown skyway system, the East
Sky��a}• Link shall be deleted in the Development Agreement as part of the Upper
Landing Improvements and the Project.
SECTION 23
APPROVALS
This Agreement is subject to the approval of the City Council and/or HRA, their
respective legal counsel, the Board of Directors of SMM, and its legal counsel, and the
execution of mutually acceptable legal documents, including the Development Agreement
referenced in Section 20 hereof. Each of the parties agrees to proceed diligently and in
��„�.8 16
. � 9��/3��
good faith toward execution of a legally binding Development Agreement, but neither of
the Parties shall be liable to the other by reason of an actual or alleged breach of this
Agreement, except to the extent and as otherwise expressly stated herein.
�».e 17
�l0 '/3 7�
IN WITNESS WHEREOF, the Parties have executed this Agreement as of this
day of , 1995.
SCIENCE MUSEUM OF MINNESOTA
By %�.`�.�..,� � k�,c�
Its ���� �o;-- `�
, �
. Y
By .� �
�Is � ,. : !> �
.�
Approved as to form: CITY OF S T PAUL
,_ ._ By dzz��� �
���`� � � � - ts Mayor
Assistant City ey
By
Its Director of Planning an
Economic Development
By
Its Director, Department of Finance
and Management Services
�,,�,.e 18
- 9l0-�37lp
EXHIBTTS
EXHIBIT A-1 - Science Museum Background Information
EXHIBIT A-2 - Public Benefits of the Science Museum Expansion
EXHIBIT B - Map of the Development Area
EXHIBIT C-1 - Land Assembly List
EXHIBIT D - Traffic Flow Improvements
EXHIBIT E - Timeline - 1995 to 2004
EXHIBIT F - Design Principles
:�„��.a
9�-�3 ��
� EXHIBIT A-1
SCIENCE MUSEUh1 BACKGROUND INFORI��ATION
1 . WHY IS THE SCIENCE MUSEUM OF MINNESOTA EXPANDING?
This museum is Minnesota's most popular indoor year-round cultural center attraction. It
serves more than 800,000 people a year - in buildings designed to hold 500,000. As the
region grows in population and as demand for science learning experiences increases, the
museum cannot grow with it - it has reached maximum capacity.
Exhibit Space
•The museum is the state's most popular field trip destination among museums and zoos:
150,000 children visit in school field trips from every county in the state. At peak times, the
public spaces are severely overcrowded. The number of school age visitors capped because
there is not enough room during "spring rush". Older visitors are reluctant to visit in the
afternoons; passageways and exhibit halls are noisy and crowded.
�Large traveling exhibits are too large for the current special exhibit hall. The 8,000 square
foot Dinosaurs of Jurassic Park exhibit in the summer of 1994 had to be split between the
special exhibit hall and anthropology hall - whose contents went to storage.
Program Space
•Areas designed for Board and staff ineetings double as spaces for classrooms and
overni�hts by 3,000 Girl Scouts each year.
•A sin�le auditorium doubles as a classroom and isn't available for a growing program of
public lectures and demonstrations.
•There is inadequate student drop-off space. Summer day camp participants are dropped off
at the museum's small outdoor park because there is no adequate indoor area. Students on
tield trips ofcen wait on their buses for orientation because there is no space large enough to
hold them all during peak entry times.
•The Omnitheater, the second oldest of its kind in the world, has more than 100 seats fewer
than conventional theaters now coming on line.
•The need to provide basic visitors services such as food and seating areas is in conflict with
the need to expand exhibits.
Regional Program Center
•The museum's success in other areas, such as a statewide outreach program serving a
quarter-million students annually and an international film production and distribution
/ �r,���
business, means increased pressure for staff offices and production facilities at the same time
as education programs and visitor services absorb space previously used by staff.
Collections Space
•There are numerous risks to the museum's collections in the current site: incomplete fire
suppression, a "leaky" building, pests, basement storage, moisture risks and humidity control
problems, and overcrowding.
If the museum does not grow and change, it faces competitive pressures that will only
weaken its ability to attract new audiences and reta.in loyal audiences.
2. WHY CAN'T THE MUSEUM EXPAND ON ITS PRESENT SITE?
As part of its site selection process, the museum examined closely the costs and other factors
associated with expanding on its present site. Wit the help of Ellerbe Becket architects, the
museum looked at three scenarios:
•I�linimal renovation of current buildings;
�Building a third building north of the east building (the Arts and Science Building);
•Razing the east building and creating an entirely new structure.
:�Iinimal Reno��ation
After a thorough examination of the condition of the east building, built in 1964, it was
determined that it would not be cost-effective to renovate this building. It is an aging
structure that would require extensive and costly renovation in order to continue to be used
for a museum, including for protection of valuable artifacts in the museum's collections.
Building a Third Structure
Adding a third building to the complex only exacerbated cunent problems: visitors often
don't l:r►ow where to entre; once inside they often don't know we have two buildings. It is
expensive and unsafe to have two buildings with multiple accesses; there is a lack of
coherence and identity between the buildings.
Razing the Current Structure
The staff and Board examined the possibility of building a very large structure on two city
blocks (including the site of the present St. Paul Health Center), linked tv the west buildina.
The cost of this plan was almost as much as the cost of building at a new site. The aging
Omnitheater would have to be rebuilt and the east building - two-thirds of our existing space
- razed, creating a two year loss of revenue. The plan eliminated the creation of a unified
museum complex.
Outside of the Health Center block, there is no other direction for future expansion. The
9�0"/37�p
museum is hemmed in by public housing, two churches, and a theater. There is little
outdoor space, which eliminates the possibility of an outdoor Science Park. Finally, building
on this site does not allow the museum to realize its program vision, which includes
incorporating the Mississippi River into an expanded environmental focus for the museum.
3. HOW WAS THE SITE SELECTION PROCESS INITIATED?
The planning of a new facility began with the museum restating its mission and strategic
goals in a long-range planning process initiated in 1992. There were staff-wide
brainstorming sessions, followed by board of trustee input, to determine both broad and
specific goals for the Science Museum as it moved into the 21st century. The river emerged
as the critical wellspring of this new museum in 1993. With mission and goals redefined,
the museum started to plan the program and examine potential sties.
Preliminar�� Site Evatuation Criteria
•Supports museum's vision - outdoor programming, environmental focus, ability to attract
up to 1.5 million annual visitors;
•Financial feasibility - reasonable acquisition, relocation, and capital costs;
•Location - sunounding context and connections to other nearby amenities;
•Access - parking, traffic network, and public transit services;
•Size and conditions - potential for expansion, configuration of each parcel, site factors.
Specific Site Studies
Ten possible sites in downtown Saint Paul were identified with input from the Saint Paul
Depa::ment of Plannin� and Economic Development. Possible sites in riinneapolis and
Bloomin�ton also were identified and general information was gathered, but the museum did
not conduct site evaluations of these sites.
The museum was seeking a site with at least 9.5 acres that could accommodate a building of
325,000 gross square feet, with outdoor exhibit spaces; adequate drop-off zones, entry areas
and space for parking areas; and future expansion potential.
Eight sites were eliminated from consideration because they did not meet the program or site
criteria and because they had other constraints; poor site configuration, acquisition barriers
or expense, soil contamination, access problems, or lack of amenities. The two top sites
w�ere the cunent museum site and the HRA property on the West Side of the river between
the Robert and Wabasha street bridges. These w�ere evaluated in detail. During the
e��aluation, there was concern that the West Side site might be eliminated from consideration
because of interest in the same site from an amphitheater development group.
- ��V r/���
� In September 1993, the museum board selected the West Side riverfront site as the one with
the greatest potential for the museum's future. Taking into consideration loss of revenue
from a two-year shutdown on the current site, we found the costs of building on the current
site and on the riverfront site were not substantially different. The cunent site also lacked
space for outdoor programming, particularly in relationship to the river and for future
expansion. (See Question Two for further information.)
4. VVHY IS THE MUSEUM NOW FOCUSING ON THE KELLOGG
SITE?
Throughout its planning and facilities study process, the museum solicited feedback from city
and neighborhood groups, funders, and community leaders. Several concerns were raised
about the site on the West Side of the river, including the site's perceived distance from
do��ntow•n Saint Paul and its location on a floodplain. Based on feedback from these groups,
��e took a closer look at the Kellogg site.
A new mayoral administration pledged to make riverfront development a key objective. The
I�layor called for a revitalized Riverfront Corporation. Under new leadership of Dick
Broeker, the corporation quicl:ly made the Upper Landing area, which includes the Kellogg
Boule��ard site, a priority for development. In addition, the Civic Center stated a willingness
to work with the Science Museum in its own expansion efforts.
Because of these factors, the museum reopened discussions with the City of Saint Paul about
the Kello;� Boulevard site. Constraints that made the site untenable in the first evaluation
process, when the site was eliminated, now appeared to be open to negotiation.
Features of the Kellogg Site
�The Kellogg Boulevard site addresses favorably the city's concern that the museum be
positioned closer to downtown Saint Paul. Its location is in very close proximity to the Civic
Center, the library, and the Ordway Theatre. It also provides an extension of the cultural
corridor that begins north of downtown with the Capitol and the new Children's Museum.
�The Kellogg Boulevard site also offers a good solution to concerns about building in or
near a floodplain. In October 1994, the Science Museum held a round table discussion by
specialists from around the country and Canada on floodplain and other issues related to the
museum's proposed sites on the Mississippi River. In particular, the discussion focused on
issues of long-term security of the museum's biology, paleontology, and anthropology
collections. Members of the community and government agencies were invited. The
panelists cited many positive factors about the Kellogg site, including that its configuration
allows the building to be built away from the river channel, outside the 500-year floodplain
area. This alleviates concerns about flooding as a serious issue for museum collections.
•Proaram staff at the Science h�iuseum are extremely excited about the programming
capacity of the Kellogg site to weave together indoor and outdoor science learning areas and
to offer a visual and reachable link with the river.
. 9�-�3��
•The Science Museum of Minnesota is working on site development issues with the city
includino traffic and access, railroads, vehicular and pedestrian access, and utilities
placement. The museum will move forward with program planning and fundraising efforts
for a move to the Kellogg Boulevard site as soon as the city determines its own role in
preparing the site for development. The museum has retained its option to develop the south
bank site, pending final resolution on these issues.
5. WHAT IS THE BENEFIT OF A NEW SCIENCE MUSEUM TO THE
COMMUNITY?
A l�iust-do Attraction and Education Center: 1,036,007 Participants
•Minnesota's most popular indoor cultural center: 785,037 visitors to the museum; 193,571
participants in off-site school sessions; 31,624 registrants in continuing education programs;
16,839 visitors to the Warner Nature Center; and 8,936 people at special events.
•The state's most popular school field trip destination among museums and zoos - 147,637
in school field trips to the museum from every county in the state. The museum served an
estimated quarter million young people annually on family visits to the museum; 193,571
students at their own schools in every region of the state; 15,153 in museum classes, 15,000
at its nature center, and teacher enrichment programs for 2,310 educators.
•Clubs for o��er 100 youth staff and volunteers, interpreting exhibits, having fun.
•Co-founder and dynamic resource for Museum Magnet School, one of the nation's first. It
has doubled its enrollment in three years of partnership with the Saint Paul School District.
Qualit�� of Life in the Region
As the leading center for informal science education in this region, the new museum will
allow us to reach more people than we can now - up to 1.5 million visitors to the museum
and another half million through regional outreach programs. It is this contribution to the
educational and cultural advancement of the region that has prompted commentators to label
the Twin Cities as one of the best areas in the country in which to raise a family.
Regional Economic Impact
�As a magnet for tourists and local visitors, the museum will create new jobs, both
permanent and in construction trades, and will have positive spin-offs in the economy.
Projections from a study commissioned by the museum indicate an annual economic impact
of S80 million in the region and 1,606 jobs overall in the region, a significant increase from
the current 550 million impact and 910 jobs overall. We anticipate that the museum, which
currently obtains over 60 percent of its revenue from earned income will increase that
portion to 70 percent in a new museum through box office, store sales, fees, and classes.
•The community also will benefit from the national recognition the new museum will
- 9�•�3 ��
' achieve. The Science Museum already has a substantial reputation around the world as an
innovative science museum producing high-quality films that were shown in 50 cities across
the world last year; exhibits that have attracted over 10 million visitors across the continent
since 1982; and educational programs that create exciting and compelling experiences for
visitors of all ages.
�In downtown Saint Paul, the museum will be an anchor for new development on the city's
Upper Landing site, providing public access to the river; an ongoing leader in the cultural
corridor; and a leading downtown employer - 500 full-time employees.
_ � ��o•/3 ��
EXHIBIT A-2
PUBLIC BENEFITS OF THE SCIENCE MUSEUM EXPANSION
S1L�1 Benefits
The Science Museum provides the following benefits and projected benefits to the City of
Saint Paul:
Saint Paul: A Healthy Economy
Jobs ST'IM Todav SMM 2000
SI�1I�1 Employees 311 FTE's 500 FTE's
Direct jobs supported
by Sr1I�1 spending 381 FTE's 674 FTE's
Overall jobs supported
by SMI�1 indirectly 910 FTE's 1,606 FTE's
SI�1:�1's ranking as a
dou�nto��n Saint Paul
emplo}�er (# of jobs) Top 2% Top 1%
Construction Jobs
Construction workers on SMM project 567
Direct jobs supported by SMM
construction spending 1,244
Overatl jobs supported by SMM
construction spending indirectly 2,533
$$ to Saint Paul and region
S1�i Today S1�IM 2000
Annual Economic Impact $50 million $88 million
- q!Q "/37�p
' •30 to 40% of the current SMM visitors are from outside the 11 county metro region,
therefore, S1�ZM imports wealth to the regional economy.
•89% of current SI�1M visitors are from outside Saint Paul, therefore, we are importers of
wealth to Saint Paul.
Taxes
Economic activity generated by S1�ZM today provides $123,559 in direct sales tax revenue to
state and local governments. SMM 2000 will generate $350,000/yr. in direct sales tax
revenue. To date SMM has not measured their indirect impact on other tax revenue.
Saint Paul: Cultural Capital
Saint Paul has excellent cultural assets. This community continues to invest in its belief that
the long range health of downtown will lie significantly in its strength as a cultural center As
the #1 cultural center. As the #1 cultural attraction in the State of Minnesota, the Science
riuseum of 1�linnesota's future is extremely important to Saint Paul.
In an independent '94 study of Minnesota cultural attractions (SMM, Minneapolis Institute of
Arts, Walker Arts Center, Minnesota Zoo, SPCO, 1�linnesota Orchestra, and Guthrie), The
Science ;�luseum of 1�linnesota ranked #/1 in:
• importance as a community resource
• place to bn.ng out of town guests
• educational importance
• memorable, interesting or entertaining
• quality of programs
• ��alue
• most likely to be revisited
Saint Paul: River Tow�n
• SI�iM 2000 is a major catalyst for riverfront development
� SNSM programs focus on importance on Mississippi River ecologically,
anthropologically, and physically in our ever changing world
� Sh1M 2000 is a significant riverfront community resource
Saint Paut: City of Neighborhoods
S:�1M is today and SMM 2000 will be a welcomed and welcoming member of its
neighborhood.
• A community gathering place
• A community resource
• A collaborative partner - with neighbors, schools, churches, youth leaders, hospitals,
9�0-�3 ?4
� EXHIBIT B
� �
�n+s�«+ Q
7
. �
� CMe C.�Nw �
� , .i �
O / � �
/ � •
;�„ ':'. ,;�
� � � ��, � ,,;a'.
� •, ,'ti•'' ,�_ `�'�\ w�clro AusoA..
� d �� ,� � � ,,�•�\
� ' ;� • \ �••
. \ `
�� •�'�
� � ��y / • ,`, ,`� `\'� '
� y /�O * � ,��'`'�'. �`` Oeary lfwd�t
O O � �� •.
\� `�
' �\''� fl
� ��� ' , -
�-�� ♦•
�Ar+^", � CMe Gnl�r tonp �'
� ��, � � R!p rarfc
� � � � ! � ��
MvSn� a � O S Mark�Y+C. � ,,. �
• � O , ��� I ' �
�� � • O �• �
" +!"" � �
----___^• -.� _ ����+r �� �
�� ifMlQr �.
�
._ .. ....... —_n ��
���� `� ' .
� ��i
----�
' _ �_.. ....�_ .. �IQ �A '
�� � � _ �
. • .."'� . _
� � ``\ .
' � d ROOd `�, �
� F»7�
MISSISSIPPI RIVER
; Kellogg BIvd�J�1Pr � ElIEt�E �ECREt
• w� �
11 Mp/NM Ir4
9�•�3�t�
' EXHIBIT C-1
DESCRIPTION OF THE LAND
Acquisition for SMM Project
Parcel 1. Former Ramsey County Morgue
Parcel2. West
Parcel3. Plastics
Possible Acquisition for Upper Landin�Improvements
Parcel 4. Eagle/Exchange/Kellogg area for right of way for Eagle/Exchange Street
Improvements
a. Robert Walsh (former Rehab Center land) - Partial
b. WJW Properties
c. Wilder Foundation
267117.8
� 9�•i3 ��
EXAIBIT D
UPPER LANDING IMPROVEMENTS
`•' �) '),�/ �•
�:/>) ///��' . .J,`��;./ �- `\ ,� �'\,� ..`
/ \ � � � � � .
�
�/��-�� ` '' � ��• , � �` i
ti � , �� �� �r /
� �/'�•��' \\ .: �' �, ♦ • �•� /I
�j� .4.s�! � / ,• J �
�- .
. .`� ``��, r°�-� � �� I
/ / �i� •+��i ;@; j�,•'� :.�\ i
�///' (/ '`•%��i / / `\/ /�!\~\ I
�ti � \� N y \ ..iti/ �'`�!'�.�` < / � �
\�, ��,� ' � `: = v �"" � \ j 8 ' S �
� � �.,\ �� � � '\ ,, s��- r; i
► �% ���� /.�.�"1 �.; � 1 ,.� '' 9 � � �
, _ 5 � o
I a /i�4 J ti�,` � �I � + Ir I I �
i� � 1 ,��j` ��'� //.-,il � a � �1 �
�\ � �� ,� ��.� � i I
,,, � ,- ,7 � � ,, � I
il' _ ��` 2 �� �� �
,��►1. � '% �:� ° � � y �
� � � M �.,,�,,�� � � . �
_ =+
►— '��/(�' � �
v ,; �► �' ,� �'= I
� .,,.» �;i-, �r �' �
�1;, � � � � � = I
� O i // g � �
3 �( � �
< �
�I > ,
� (
� � �
�
x , _�
� a
� S�
� � I I �� ° (1 �
ITEM # ITEM DESCRIPTION
1 Signal - Kellogg Blvd. & Washington Street
2 Signal - Kellogg Bivd. & Civic Center Ramp entrance
3 Signal - Eagle Street 8� Exchange Street
4 Signai - Exchange Street & Chestnut Street
5 Street Reconstruction - Exchange at Kellogg
6 Street Construction - Eagle - from Kellogg to Ryan
7 Project Street Lighting
8 Hill Street closure & reconstruction
9 Lower Access connection - DHDC, Ramsey West, Jail
� � , � � ��+�3 ��
- _ ""� O EXHIBIT E
� - - ---; -- -- -- �• - ----------------------------------- --------------------
''t o g .
�� - -- - - - - - --- -a -----Q -----L --------------------- --------------------•�-,
�,� � _ ,
ti � �
Q � J
�
o • J �
.. � --i - - -------------- ----------------------- ---- ---- ------------------�
� � C
�� ------ -- -- - ---------------------------------2 ---- --~ ----------------- ,
.c O o p ' (
^ v
� �� � � c
_ -
_►-
� ---- ` -- --- ------- ---------------------- �
� o ------ ---�- --- ----------------
,� � ; N ---
'-'� N O
v
(� z .
z
7 C : i z .
O � � � t LL,
-- -- -� - '� � 0.
' - � -- - - - ------------- ,cr_____-�- - Q
� o o N --Z- ------- -----------------�------
,.� v ►- � .
� ___�_- ____ _ �__ ____ ������� G ��• `'�O ����� � �
� O� � ������ ����������������������� �
� • . •
.
� _____ _ ___ _ _ -� � __��������� ���� • ; ������..� �������� ������������������������'
� �
►1 .
Q N �
z °
o ° � .
�� -L----Qi --- - - - - - --- --- ---- --- ---�-------- -------z -------------------------
,_., � `�}„ , • " .
__ W_ ___ , __ ___ _ � __1_..�_ _ .� o _.
. _� .
_ 9!0-/3�!o
EXHIBIT F
DESIGN GUIDELL�TES FOR THE
NE�i� SCIENCE MUSEUM OF l��i ,'i\'ESOTA
Introduction:
The general purpose of these guidelines is to provide a design framework for site
development and building design for the new Science Museum of Minnesota. Thes�,
guidelines are intended to describe the overall character, form and image of this
project while allowing design latitudes for specific material selections, colors, and
precisely defined shapes.
Overall Design Concepts:
The following major design concepts for the new museum reinforce the museum's
emphasis on visitor experience as the primary organizing mechanism for the new
facility: -
•Easy to Use: The museum's design will be user friendly, pedestrian friendly and
cit}� friendly. Visitor amenities and public circulation will enhance the visitor's
experience.
•Full of Sccrprises: The museum will contain a variety of uses and different types of
space. The museum will continue to be a dynamic, entertainina destination that will
be full of discovery.
•Connects Yotc to Site: The new museum will have a downtown presence as well as
a river presence consistent with the Shepard Road design principles; it will also
provide a transition to a neighborhood scale at Eagle Parkway/Irvine Park. 7ust as
the views and movement through the building will connect the city to the river, the
museum itself will fundamentally express this connection through its form and public
spaces.
General:
The new museum will contain approximately 300,000 gross square feet of new
construction. Five major exhibit halls as well as a new Omnitheater are currently
planned for the new facility. Visitor amenities, such as retail shops, a restaurant,
ticket office and restrooms will be contained in an area known as Science City. An
education center is planned to provide classroom space and serve as the destination
point for school groups. Research laboratories and collections storage areas are
planned to support the major exhibit areas and ongoing scientific research. The site
itself will become a destination as science parks, outdoor exhibits, public walkways
and river access transform the entire Upper Landina site. A 700 car parl:ing structure
and an improved traffic/access network are major site components of the plan.
1
9!�•�3��
SITE DEVELOPb1ENT5
The new museum will be built on a site in downtown Saint Paul that embraces the
Mississippi River on one side and Kellogg Boulevard on the other. It will form the
link to the riverfront that Saint Paul has sought. As the lead project in the
redevelopment of the Upper Landing site, the museum will provide a welcoming
pathway from Rice Park to the river's edge as well as help Saint Paul realize its
dream of restoring this valuable riverfront property and returning it to public use.
A major focus of the site will be the long term transformation of existing surface
parking areas into three interconnected science parks that will provide participatory
learning experiences centered around the ecology, biology, history, culture, geology
and physics of the local Mississippi River watershed. Intended for relaxation and fun
as well as for study, the parks will act as an extension of the new museum building
while bringing visitors to the very edge of the river. In addition, the site will contain
an urban plaza and public esplanade to knit together the urban fabric of downtown
and provide the critical link from downtown to the river.
Key Sire Design Strategy: Take advantage of the attributes of the site.
The verticality of the site, w�hile challenging architectura]ly, provides opportunities to
open up spaces for magnificent views of the interior as well as the outdoors. The
building will feature dramatic views of the Mississippi River and will employ natural
daylighting. The museum will connect proarammatically as well as ��isually to the
site by developing outdoor programs and an environmental focus to their exhibits
through the development of science parks.
V1e►t�s:
The new museum will enhance the visual connection from Kellog� Boulevard to the
river and river valley by providing framed views from street level along key public
right-of-v��ays, such as �Vashington Street, and by maintaining strategic second story
view•s from the Civic Center and the Minnesota Club. Priority urban view corridors
for enhancement include:
�Up river - west of the Civic Center parking ramp
•Across the river valley - at the end of Washington Street
•Down river - between the new Science Museum and District Energy
The building roof will be designed as an architectural element that will be viewed
from various perspectives.
Connections:
The new museum will improve the experience for pedestrians along Kellogg
Boulevard during all seasons. Canopies and arcades will be considered as part of the
design solution. A new at-grade, signalized, pedestrian crossing at Washington Street
and Kellogg Boulevard w�ill improve connections from downtow�n to the new museum.
The new museum w�ill also provide an outdoor public walk�way from Kellogg
2
, 9�-J37Cp
` Boulevard to the river. It will also provide an elevated all-season pedestrian crossing
from the new museum across the railroad tracks and Shepard Road to create a unique
entrance symbol and gateway into downtown along the river corridor.
It is important to design a direct connection between the Science riuseum and
downtown that does not block views of the river nor creates a canyon effect along
Kellogg Blvd.
The new museum's landscape elements such as street furniture, single globe historic
lighting, plantin�, and other public improvements will be consistent w•ith the public
improvements cunently existing at Kellogg Mall and will be carried from Washington
Street to Seventh Street (Seven Corners).
Urban Spaces:
The new museum will create a sense of place, enclosure and arrival through the use
of street furniture, entrances, plant material, and paving. Durable materials with
long-lasting finishes compatible with nearby existing projects will be utilized.
Vegetation will be indigenous and hardy with more formal treatment within the urban
plaza areas.
Paik Areas:
Science Parks will provide the transitional setting from the urban, downtown
development to the undeveloped and natural areas of the river valley. Land forms,
vegetation, paving, lighting and other site elements will respond to this transitional
setting throuoh predominantly informal as well as some limiterl formal arrangements.
Large group gathering areas will contain a mix of landscape and plant material.
Native materials and indigenous plantings will be used extensively throughout this
area.
BUILDL�'G DEVELOP��IENT.•
At its core, the new museum will contain the following different types of uses:
•The museum Visitor Place, the museum's best-known business, where
visitors experience the Omnitheater, exhibit halls, and other programs.
•Education, including services to teachers, outreach proorams to schools
throughout I�linnesota and the Upper Midwest, and classes for adults and
families;
•Production and Distribution, which develops Omnitheater films and related
products distributed worldwide and major traveling exhibitions distributed
throuahout North America;
3
.
9'b-/3��
•Research and Collections, which conducts original research and preserves
objects and artifacts in trust for all Minnesotans.
The following key design strategies provide the underlying foundation for the
conceptual approach for the new building:
Strategy One: Design a building that worl�s for people.
•Convenient access to and from parking to the main lobby
•Services such as ticketing, stores and restaurant conveniently clustered
•Sufficient space for public circulation; convenient access for wheel chairs
and strollers
•Room for adults to rest and relax, spaces for children to run and move
•Architecture that is welcoming and warm, not institutional
Particular detail is being paid to designing the spaces for the core visitor services--
lobby, ticketing, restaurant, restrooms, elevators and parking--for anticipated future
growth. Due to the configuration of the site, these areas are more difficult to
renovate or move, so they must be designed properly the first time.
Strategy Tivo: Design exhibit halls that provide the greatest flexibility possible.
I�iuseum staff know from documenting the history of the museum's current two
buildings that exhibit space changes dramatically in character and use as the
museurn's needs change. Large contiguous spaces that can be expanded or shrunk as
needed are the ideal. Services such as electrical, heating and cooling, and
telecommunications wiring will be easy to move and upgrade. The building will be
desi�ned to accommodate future expansion such as additional exhibit halls, classrooms
or offices.
Strategy Three: Design a building using the lates� in sustainable building materials
and technology.
The museum has formed the energy group, an advisory group of experts in the areas
of energy research and analysis, evolving energy technologies, construction
management, building systems and architecture. With their guidance, the new
museum will feature an integrated design that is economical, functional and protective
of the environment. The building's "green" design will be featured as an exhibit in
its own right.
Form & hlassing:
The new museum will be compatible in form and massing with the surrounding
context and nearby buildings, including the new Civic Center, Minnesota Club and
4
�
9�-I37�
� the Public Library. Key elements that define the museum's character include:
Building scale:
Fundamentally, the museum's focus on a positive visitor experience and bridging
downtown with the Mississippi River Valley, should translate into a highly pedestrian-
friendly scale. Careful attention to the building's human scale through such elements
as detailing, joint spacing and modular materials is needed.
Massing / Orientation:
The museum will utilize the site's verticality and bluff condition by cascading down
from Kelloag Boulevard to the river valley below. The interior movement of visitors
will also follow the cascading effect down the bluff by allowing multiple changes in
floor elevations.
Conceptually, the building is being organized with a "no back door" approach. This
means that this museum will have several primary facades andlor entryways:
- On the north at Kellogg Blvd., the museum will relate to the more formal
historic character of Rice Park.
- On the west, it will transition to Eagle Parkway and the neighborhood.
- On the south, it will relate to the expansive river approach from Shepard
Road.
- On the east, the Science Museum will provide an architectural transition
between District Energy and the museum itself.
Service areas and loading docks will be designed with minimum visual / functional
impact on the building's primary facades.
The building will respond to excellent on-site solar orientation through the use of
large glazed areas and clerestory lighting.
There will be a strong, well-defined site edge along public and internal streets,
through building setback, landscaping, fencing and/or other elements.
HeiQht;
The new museum will extend two floors above Kellogg Blvd. in order to:
frame views from Kellogg, provide a strong visual icon marking the entry to the
museum for visitors at Kellogg Blvd., and maintain a strong urban edge at the street
level. Specifically, the museum's height along Kellogg Boulevard will be compatible
with adjacent buildings, such as the Public Library. Due to the cascading massing
effect, the building will step up from the river valley.
5