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271403 �WHITE — CITV CLERK � COUI1C11 '3��Yd� PINK — F;jJANCE GITY O SAINT PAUL 1 CAN(�RY —YIEPARTMENT , � �� M�r BL� — MAVOR � Flle- NO. � u il esolution Presented By.. � Re��rred To Committee: Date Out of Committee By Date RESOLUTION AUTHORIZING ACQUISITION OF SCIENCE CENTER UNDER LEASE—PURCHASE AGREEMENT; AUTHORIZING LEASE OF SCIENCE CENTER TO THE SCIENCE MUSEUM OF MINNESOTA; ESTABLISHING A SCIENCE CENTER LEASE—PURCHASE AGREEMENT FUND TO BE BELD AND ADMINISTERED BY A BANR UNDER A DEPOSITORY AGREEMENT= APPROPRIATING MONEYS TO SAID FUND; AND AUTHORIZING AND DIRECTING THE EXECUTION OF CONTRACTS AND OTHER DOCUMENTS BY CITY OFFICERS. BE IT RESOLVED by the City Council of the City of St. Paul, Minnesota, as follows: Section 1. Recitals. � 1.01. The City presently operates a program of public recreativn and playgrounds as authorized by the City Charter and other provisions of law, including Minnesota. Statutes, Sections 471.15 to 471.191 (the Act) ; and for this purpose is authorized under the Ctt� Charter, Sections 1.03 and 13.01, and the Act to acquire land, buildings and facilities to be used for public cultural activities, including exhibitions and other events involving public participation. 1.02. Twenty Broadstr�et Leasing Company, Incorporated (Twenty Broadstreet) proposes to enter into a Sale and Assignment Agreement with Th.e Science Museum of Minnesota (the Museum) to be ciated as of June 15, 1978, whereby Twenty Broadstreet will acquire title to the Science Centere deseribed in the attached Eahibit A which is being constructed by the Museum. The Science Center has been designed, constructed and equipped, and is suitable for use, for the collection, preservation, exhibition, examination and study of fossils, artifacts, relics and other items of historical, cultural, scientific and educational significance; and for the presentation of public programs relating to these and other subject5 of historial, �ultural, scientific and educational significance. � '� COUNCILMEN Requested by Department of: Yeas Nays " ` [n Favor __ Against BY — � Form Approved by City Attorn Adopted by Council: Date Ceitified Passed by Council Secretary BY By � Approved by Mayor. Date _ Approved by May r for Submission to Council ' BY - – — BY � . . •� ��`��1� 1.03. The City is authorized by the Act to acquire the Science Center by lease-purchase agreement, and is authorized to provide for the operation and maintenance of the Science Center for the purposes specified in this Section 1, either directly or pursuant to a lease agreement. 1.04 . The City is desirous of leasing and purchasing the Science Center from the Corporation, and the Corporation is desirous of leasing and selling the Science Center to the City, under a lease-purchase agreement, for operation and maintenance for the purposes specified in this Section 1; and there has been presented to the Council a Lease-Purchase Agreement to be dated as of June 15 , 1978 ( the Lease-Purchase Agreement ) proposed to be entered into by the City and Twenty Broadstreet for this purpose . 1 .05 . The City is desirous of leasing the Science Center to the Museum, and the Museum is desirous of leasing the Science Center from the City, for operation by the Museum on behalf of the City for the purposes specified in this Section 1; and there has been presented to the Council a Lease to be dated as of June 15 , 1978 ( the Lease ) proposed to be entered into by the City and the Museum for this purpose . Section 2. Ap�ravals and Authorization of A�reements. The Lease- Purchase Agreement and the Lease are approved, and the Mayor , the Director of the Depar;tment of Finance and Management Services, and the City Clerk are hereby authorized and directed to execute and deliver them on behalf of the City. � Section 3. Establishment and Administration of Science Center Lease-Purchase Agreement Fund . 3.01 . Under the Lease-Purchase Agreement and the Lease the City is required to establish on its official books and records , a separate and special Science Center Lease-Purchase Agreement Fund ( the Fund ) . The Fund is. hereby established and shall be maintained on the official books and reco the City until the termination of the Lease-Purchase Agreement. F .� � ," T , � . , '°�'��J� 3.02. There is hereby appropriated to the Fund all moneys derived by the City from the operation of the Science Center by it, all basic rental payments and other amounts to be received by the City under Sections 3 . 02 and 6 . 09 of the Lease, and all moneys received by the City as rent under any other lease of the Science Center . 3.03 . The moneys appropriated to or on hand in the Fund from time to time are appropriated and shall be used solely for the payment of the Lease- Purchase Payments and other amounts due under Section 4 of the Lease-Purchase Agreement; for the payment of the fees and charges of the Depository Bank holding , administering and disbursing such Fund pursuant to Section 3.04 hereof; and if the City takes possession of the Science Center and elects to operate it under Article VIII of the Lease, for the payment of all items which under generally accepted accounting principles constitute costs of operation and maintenance of the Science Center . 3.04. The Fund shall be held , invested and administered on behalf of the City by The First National Bank of Saint Paul , in St. Paul , Minnesota ( the Depository Bank ) , under the Depository Agreement between the City and the Depository Bank dated as of July 18 , 1978 presented to this Council ( the Depository Agreement) until the City elects to terminate the Depository Agree- ment; and if the City elects to terminate the Depository Agreement the Fund shall be held , invested and administered by the City. So long as the Fund is held by the Depository Bank the City shall not be liable or responsible for the performance of any duties imposed upon the Depository Bank under such Agreement; the failure, if any, of the Depository Bank to perform its duties under said Agreement; or the expenses incurred or the compensation to be received by the Depository Bank under said Agreement. The Depository Agreement is approved, and the Mayor , the Director of the Department of Finance and Management Services, and the City Clerk are hereby authorized and directed to execute and deliver it on behalf of the City. 3.05 . If the City elects to terminate th� Depository Agreement the Depository Bank shall , subject to the rights of Twenty Broadstreet to the Fund under the Lease-Purchase Agreement, transfer to the City all moneys and investments on hand in the Fund and all records relating thereto; and the Depository Bank , upon making such transfer , shall be relieved of all further M�H17E - CI TV CLERK ��/��y� Council "671, PINK - PfNANCE . � r � � G I TY OF SA I NT PAU L s CAN"ARY - �EPARTMENT BLUE � - MAVOR � FIIe NO. C Council Resolution Presented By � Referred To Committee: Date Out of Committee By Date responsibilities under the Depository Agreement, which so far as applicable shall thereafter be performed by the City. Section 4. Authorization of Other pocuments; Arbitrage Certificate. 4.01: The officers of the City designated in Section 2 hereof and the City Attorney are authorized and directed to furnish to Twenty Broadstreet, the Museum and the Depository Bank such affidavits, certificates, documents and opinions as are reasonably requested by them to evidence the proper organization and �officers of the City, the proper adoption of this resolution, the proper execution of the contracts referred to in Sections 2 and 3.04 hereof, and the absence of any litigation against the City with respect to any of the foregoing. 4.02. The officers of the City designated in Section 2 hereof are also authorized and directed, upon execution of the contracts referred to in Section 2 and 3.04 hereof -by all parties, and upon receipt of such certi- fications of fact as they deem necessary in addition to such contracts to support the statements and certifications to be made by the City in the "Arbitrage Certificate Relating to $11,400,000 Lease-Purchase Agreement" presented to the Council on this date, to execute and deliver said Arbitrage Certificate on behalf of the City to Twenty Broadstreet. Section 5. Limitation of City's Liability. The adoption of this resolutio�, the execution and delivery of the contracts and other documents re£erred to herein, the obligations of and duties imposed on the City there- under, and the failure by the Museum to perform any of its obligations under the Lease, or the failure by the Depository Bank to perform any of its obligatio�s under the Depository Agreement, shall not constitute a general obligation or indebtedness of the City, and shall not impose or give rise to a pecuniary liability of the City or a charge upon its general credit or taxing powers, nor shall the City ever be compellec� to exercise its taxing powers to pay or perform any of such obligations. COUNCILMEN Requested by Department of: as Nays � `�� In Favor ��» � __ Against BY Yaddrnt - — � . Stwv�►alb� . TedesCO JUL 1 1 19T8 Form Approved by City Atto ney Adopted by Council: Date — Certified a-s d y Council , etar BY App ed by IVlayor: D te _ �UL � Z }��$ Approved by M yor for Submission to Council � BY - - BY u PUBLISHED .1UL 1 5 19�$ • . LEASE AGREEPIENT This Agreement, made and enter.ed into as of this 15th day of June, 1978 , by and between the City of Saint Paul , a municipal corporation and political subdivision of the State of Aiinnesota hereinafter called "the City" , and Twenty Broadstreet Leasing Company, Tncorporated , a corpo- ration organized under the laws af the State of Delaware hereinafter called "the Corporation" ; WITNESSETH that, in the joint and mutual exercise of their powers , and in consideration of the mutual covenants herein contained , the parties hereto recite and agree as follows: Section 1. Recitals. 1.01 . The Corporation has purchased and now owns the air rights to the real property located in the City which is described in the attached Exhibit A, and has pur- chased the building , fixtures and equipment now located and to be constructed and installed on such real property under the contracts also described in Exhibit A� all of which are hereinafter called "the Science Center . " 1.02 . The Science Center has been designed , constructed and equipped , and is suitable for use for the collection, preservation, exhibition , examination and study of fossils , artifacts , relics and other items of historical , cultural , scientific and educational significance; and for the presentation of programs relating to these and other subjects of historical , cultural , scientific and educational significance . 1.03 . The City presently operates a program of public recreation as authorized by the City Charter and other provisions of law, including Minnesota Statutues, Sections 471 . 15 to 471 .191 , hereinafter called "the Act" , and the City is authorized under the Act and the City Charter , Sections 1 .03 and 13 .01, to acquire land, buildings and facilities to be used for public cultural activities, � including exhibitions and other events involving public participation . 1.04 . The City is authorized by the Act to acquire the Science Center by lease-purchase agreement, and is authorized to provide for the operation and maintenance of the Science Center for the purposes specified in Section 1, either directly or pursuant to a lease agreement. 1 .05 . The City is desirous of leasing and purchasing the Science Center from the Corporation, and the Corporation is desirous of leasing and selling the Science Center to the City, under a lease-purchase agreement in accordance with the Act, for operation and maintenance for -2- the purposes specified in this Section 1 by The Science Museum of Minnesota, a Minnesota non-profit corporation hereinafter called "the Museum" , under a Lease Agreement dated as of June 15 , 1978 , hereinafter called "the Lease. " 1.06 . The Corporation has reviewed the Lease and approves the terms thereof; specifically acknowledges and accepts the pravisions of Sections 3.02, 3 .03 and 4.02 thereof; and covenants and agrees not to assert any claim hereunder which is inconsistent with or contrary to said Sections. 1.07 . The City and the Corporation each have authority to enter into this Agreement, and each have taken all actions required to authorize this Agreement. Section 2 . Lease-Purchase . The Corporation hereby leases and sells the Science Center to the City, and the City hereby leases and purchases the Science Center from the Corporation , on and subject to the terms and conditions set forth in this Agreement. This Agreement shall be for a term commencing on June 15 , 1978 and continuing �hrough June 15 , 2003 , unless sooner terminated as provided in Sections S, 6 , 11 or 12 . During the term of this Agreement and subject to its terms, the City and its lessee shall have quiet and peaceable possession and enjoyment of the Science Center for the purposes speci£ied in Section 1, or for any other lawful purpose approved by the Corporation. -3- Section 3. Nature and_Extent of City' s Obli�a_ tions. 3. 01 . The nayment of all Lease-Purchase Payments and other amQUnts to be paid by the City under this Agree- ment, are payable solely from and out of the revenues derived by the City from the operation or lease of the Science Center . 3. 02 . No failure of the City to comply with any term, condition, covenant of this Agreement , except those made in Section 9 , and no misrepresentation in this Agree� ment, shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charge except to the extent that the same can be paid or recovered from the Science Center or the revenues derived by the City from the operation or lease thereof . 3.03 . The City shall not be responsible far the failure by the P9useum or any other lessee to perform its obligations under the Lease or any other lease of the Science Center , except and unless such failure to perform is caused by the wrongful acts of the City or any of its officers ar agents . 3.04 . This Agreement shall not constitute a general obligation or indebtedness of the City within the meaning of any provision of the City' s Charter or of any -4- � state law limiting or regulating the amount or method af incurring indebtedness . This Agreement shall not impose or give rise to a pecuniary liability of the City or a charge upon its general credit or taxing powers; nor shall the City_ ever be compelled to exercise its taxing powers to provide --_._� �__ `____---_____. __, ____.._ _ -._ mone s necessary to pay the Lease-Purchase_Payments ,and any �---�.__----___,_�-..__ _. __.._._--, _._ _� �._. other amounts to be paid to the Corporation by the City pursuant to this Agreement. 3. 05 . In no event shall the City be obligated to the Corporation to enforce any of the City' s rights under the Lease or any other lease of the Museum except as provided in Section 4 .04 , nor shall the City be liable to the Corporation for any action taken by the City in enforcing its rights or performing its duties under the Lease or such other lease so long as such action is required, expressly permitted or contenplated under the Lease or such other lease . 3.06 . The Corporation agrees that the City is not liable under i�9innesota Statutes, Section 471 .191 , Subdivi- sion 3, to provide in its annual budget for any deficiency in the revenues of the rluseum available to pay costs of operation and maintenance of the Science Center , unless an Event of Default occurs under the Lease and the City should elect to operate the Science Center itself; and the Corpo- ration hereby cvaives any rights it may have to rea,uire the City to provide for any such deficiency. -5- ' Section 4. Lease-Purchase Price and Payments. 4 .01 . The Lease-Purchase Price of the Science Center , which shall be the basis for computing the Lease- Purchase Payments set forth in the attached Exhibit B, is $11,400 ,000 . 4.02 . The City shall pay the Lease-Purchase Price for the Science Center in Lease-Purchase Payments, each comprising interest only or a portion of the Lease-Purchase Price and interest as specified in the attached Exhibit B, due at the times and in the amounts set forth in Exhibit B. In the event the Museum (or any other lessee of the Science Center ) is required to pay any additional amounts to the City as basic rent under Section 6 .09 of the Lease__(or any similar lease provision ) , such additional anounts shall be paid to the Corporation as additional Lease-Purchase Payments on the next Lease-Purchase Payment Date after they are received by the City. Such additional payments shall constitute interest, and shall not be applied to or reduce the remaining unpaid Lease-Purchase Price. 4.03. All Lease-Purchase Payments shall be paid to the Corporation or to such other person or entity as the Corporation may from time to time designate in writing furnished to the City. All payments made in accordance with a designation in effect shall be deemed to have been paid to -6- the Corporation , and the City shall not be responsible for the use or application of such payments. 4.04 . The City and the Pluseum have entered into__ > _�-�__ ---�__ --- __ ___ ____ .�- . -,. _ the Lease which provides for the payment to the City of net __ __. ..__ __ _ .. '-----__��~-_____----__. .__ _ _._ _ . _, , rentals sufficient to make the Lease-Purchase Payments _.__ -___� - - ,_--._ — _ _ - - - required to be made by the City under this Agreement, and `_ _- - - �-- .- \_ ` __ _ _ � -- _� _ .-�.__ . conferring certain other rights on the City. In order to secure the City' s obligations under this Agreement the City hereby makes the following covenants and agreements : (1) all payments of basic rent and other amounts due to the City under Sections 3 . 02 and 6 . 09 of the Lease , including any aavance rental payments , are pledged and appropriated to the Science Center Lease-Purchase Agreement Fund of the City salely for the payment of the Lease-Purchase Payments to be paid by the City under this Agreement; ( 2) the Science Center Lease-Purchase Agreement Fund has been established by resolution of the City Council adopted July , 1978 , and will be held� invested , disbursed and accounted for on behalf of the City by The First National Bank of Saint Paul under the Depository Agreement dated as of July 18 , 1978 approved by said resolution or by the City if such Depository Agreement is terminated by the City in accordance with its terms; ( 3) the City will not amend , repeal , rescind or revoke said resolution , and will not terminate or amend the Depository Agreement except in accordance with its terms -7- during the term of this Agreement; ( 4 ) in the event the �useum is not in possession of the Science Center , whether due to voluntary or involuntary removal , unless the City eliminates any default under the terms of this Agreement and elects to operate the Science Center for the purposes specified in Section 1 , or any other purpose permitted by law which is approved by the Corporation , the City will , upon written request by the Corporation and upon being satisfactorily indemnified by the Corporation against any expenses and liability with respect thereto, endeavor to lease the Science Center or some part of it to another tenant or tenants, upon terms approved by the Corporation consistent with the authority of the City under its Cnarter and the Act. Section 5. Prepayments. On any Lease-Purchase Payment Date shown in Exhibit B, occurring on or after June 15, 1988 , the City shall have the right to prepay all (but not less than all) of the Lease-Purchase Price for the Science Center then remaining unpaid . The City shall give the Corporation, and any other person or entity to which it has been directed in writing by the Corporation to pay the Lease-Purchase Payments, not less than 30 days written notice of its intention to prepay the Lease-Purchase Price remaining unpaid . In the event of such prepayment, this Agreement and all of the Corporation ' s rights hereunder _g_ shall terminate . The City may exercise the right of prepayment only if it is not in default in making any payments due under this Agreement. Sectian 6 . Discharge of City' s Obligations. 6 .01 . In General . When the obligations of the City under this Agreement have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Agreement to the Corporation shall cease. 6.02. Deposit With Fiscal A�ent. The City may discharge its obligations under this Agreement on any Lease-Purchase Payment Date by depositing with any national bank or trust company designated by the Corporation on or before that date, a sum sufficient for the payment of alI Lease-Purchase Payments past due with interest at the rate of 8 .00% per annum accrued to the date of deposit, and for the payment or prepayment in full of all remaining � Lease-Purchase Payments. 6 . 03 . Deposit in Escrow. The City may also at any time discharge its obligations under this Agreement by giving notice of prepaym�ent of all prepayable Lease-Purchase Payments as provided in Section 5 , and by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, or any national bank or trust company designated by the Corporation , cash or securities of -9- the types now specified in Minnesota Statutes , Section 475 . 67 , Subdivision 8 , bearing interest payable at such times and at such rates and maturing or redeemable at the ontion of the holder on such dates as shall be required to provide funds sufficient to pay or prepay all unpaid Lease- Purchase Payments on the dates on which such Lease-Purchase Payments are due or subject to prepayment as provided in this Agreement. Section 7 . Title . Upon payment or prepayment of all Lease-Purchase Payments and other amounts , if any, due under this Agreement, or upon discharge of the City's obli- gations under this Agreement in accordance with Section 6 , - the City ( or Ramsey County if directed by the City _and agreed to by the County) shall be entitled to succeed to the Corporation' s title to the Science Center , and to all of its rights under the contracts described in Exhibit A and any other contracts relating to the construction and equipment of the Science Center , and the officers of the Corporation shall take all actions necessary to authorize, execute and deliver to the City, (or Ramsey County) a quit claim deed and a bill of sale vesting in the City ( or Ramsey County) all of the Corporation' s right, title and interest in and to the Science Center and such documents. The City agrees that the Corporation has acquired title to the Science Center from the City' s Housing & Redevelopment Authority ( the -10- H.R.A. ) ; and that after the City receiv2s title to the Science Center in accordance with this Section, if any claim adverse to such title , arising out of a� event occurring prior to receipt by the Corporation of �itle to the Science Center from the H.R.A. , is asserted against the City, the Corporation shall have no obligation to defend or eliminate such claim. The Corporation agrees, however , to defend against or eliminate any claim adverse to such title arising out of an event occurring after receipt by the Corporation of title to the Science Center , and to indemnify and hold the City harmless from and against any and a.11 costs, expenses, claims and damages of any nature incurred by it as a result of such claim; provided that the Corporation' s obligations under this sentence shall not extend to claims arising out of actions by the City or persons asserting claims under its title to or interest in the Science Center . Section 8 . Corporation' s Security Interest; City Actions. The Corporation shall have a security interest under the Uniform Commercial Code in any part of the Science Center comprising personal property or fixtures and in the proceeds thereof and all accretions, modifications, acces- sories, replacements and substitutions thereto or thereof, in order to secure the City' s payment of the Lease-Purchase Payments due under Section 4 and the performance of all other obligations herein to be performed by the City; but -11- such security interest shall r.ot extend to or include any personal property conprising inventory helG for sale at the Science Center in the ordinary course of business. The City and any lessee of the Science Center shall join with the Corporation in executing such financing statenents or other documents , and will perform such other actions as the Corpo- ration may request, at the Corporation' s expense , to evidence and perfect its security interest in such personal property or fixtures. The City shall not sell , trans£er , lease or otherwise dispose of the Science Center or of any part of it or of any such personal property or fixtures, except as specifically provided fierein and in the Lease , without the prior written consent of the CorparatiQn . Subject to the provisions of Section 17 , the City shall nat itself create any lien or encumbrance on, or authorize an� security interest to attach to, the Science Center or any part of it, or any such personal property or fixtures other than the security interest created by this Agreement and the permitted encumbrances under the Lease . If the City is in default of this provision, the Corporation may pay and discharge any liens or encumbrances created by the City on the Science Center , such amounts to be reimbursed to the Corporation by the City on denand with interest at the rate of 8 .00% per annum. -12- � Section 9 . Additional P.i�hts and Duties of City If In Possession Of and Operating Science Center. In addition to the City' s other rights and duties under this Agreement, if the City takes possession of and determines to operate the Science Center , it shall have and assume the rights conferred and the duties imposed on the Tenant (riuseu�) under Articles 4 and 5 of the Lease. Section 10 . Unfinished Work; Limitation af ��arranties. The Corporation has acquired from the Museum under a Contract of Sale dated as of June 15 , 1978 , the t4useum's rights under the contracts relating to the Science Center described in the attached Exhibit A, now or hereafter in existence, and agrees to assign all rights, warranties and guarantees, express or implied, and the right to obtain the custom�ry services furnished in connection with such warranties and guaranties, under such contracts to th� City (or Ramsey County) in accordance with Section 7. The Carporation will enforce the h9useum' s obligatians under the Sale and Assignment Agreement to complete the �iuseum� au� otherwise the Science Center IS DELIVERED WITHOUT 6�ARRANTIES OF ThE CORPORATION, EXPRESS OR IP4PLIED, INCLUDSNG WARRANTIES OF TITLE, i�ERCHANTABTLITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Section 11. Default. 11.01 . If the City either fails to pay any -13- Lease-Purchase Payment or any other amount herein nrovided when due and payable , or if the City fails to perform promptly any of the other obligations or covenants herein , and such default continues for a period of 30 days after the Corporation has given the City written notice thereof, or if the City declares bankruptcy under any applicable federal or state law, then in any such event, or if an Event of De£ault has accurred and is continuing under the Lease or any similar lease, the Corporation , with or without terminating this Agree�ent, may pursue any one or more of the following remedies as the Corporation in its sole discretion may determine : - (a) The Corporation may declare the unpaid portio� of the Lease-Purchase Price immediately due and payable, whereupon the same shall be immediately due and payable; provided that if the Museum is in . default under the Lease the Corporation shall also exercise the City' s rights under Section 8.02(1} of the Lease . (b) The Corporation may require the City to pay to it immediately all moneys and investments then on hand in the City' s Science Center Lease-Purchase Agreement Fund, or thereafter received for deposit in said Fund , and the City shall make such payment. -14- (c) The Corporation may take possession of the Science Center and upon gaining possession of such property, may sell it or any portion thereof in a commercially reasonable manner at public or private sale, and apply the proceeds of sale to pay the following items in the following order : ( 1) costs incurred in repossessing the property; ( 2 ) reasonable expenses of sale; ( 3 ) the balance of any past due Lease-Purchase Payments owed by the City and any interest due thereon; and (4 ) the unpaid Lease-Purchase Price of the Science Center and any interest accrued thereon. Any balance remaining after the payment of all such items shall be paid to the City. (d ) The Corporation may exercise all rights of the City with respect thereto which it has under the Lease (or any other lease of the Science Center ) by giving the City and any tenant of the Science Center 5 days written notice of its intention to do so; provided that the City may terminate the Lease in accordance with its terms if the �iuseum is in default under Section 4 .02 thereof. The City shall cooperate fully with the Corporation in the exercise of such rights. The City shall continue to be responsible for the payment of -15- Lease-Purchase Payments until the default is cured . During any period of possession or opera- tion of the Science Center by the Corporation pursuant to this Section , the Corporation shall apply the revenues thereof first to the payment of all items which under generally accepted account- ing principles may be classified as expenses of operation and maintenance of the Science Center , and second to the payment of the Lease-Purchase Payments due under Section 4 hereof. ( e) The Corporation may take any other remedy available at law or in equity. 11 . 02 . No right or remedy herein canferred upon or reserved to the Corporation is intended to be exclusive of any other right or remedy, but every such right or remedy shall , to the extent permitted by law, be cumulative and in _ addition to every other right and remedy given hereunder , or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder shall not prevent the concurrent assertion or em�loyment of any other appropriate right or remedy. 11 . 03 . No delay or omission of the Corporation to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute -16- a waiver of any such default or an acquisence therein. Every right and remedy given by this Section or by law to the Corporation may be exercised from time to time and as often as may be deemed exoedient. 11.04 . The Corporation agrees to satisfactorily indemnify and hold the City harmless from and against any and all costs, expenses, claims and damages of any nature incurred by it as a result of the exercise by the Corpo- ration of any of its rights under Section 11.01, paragraphs (c) and (d) , prior to the exercise of such rights, or within 15 days after the co�mencement of the exercise of such rights if the Corporation determines that the exercise of such rights must be undertaken immediately to prevent damage to or loss of the Science Center . Section 12. Termination By City. In the event the Museum is in default under Section 4 .02 of the Lease and the City gives the Museum notice of this fact, it shall also give the Corporation notice of this fact, and if such default is not cured within the period specified in the Lease, the City shall have the right to terminate this Agreement by giving written notice of its intention to terminate to the Corporation specifyinq a date of termina- tion not less than 60 days after the notice is given and specifying the reason for such termination, and by assigning to the Corporation on the date of termination all of its -17- interest in and to the Science Center and the Lease . The termination of this Agreement as herein provided shall not affect the Corporation' s obliqation to indemnify the City as herein required . Section 13 . Assi�nment. Except as provided in this Agreement and the L�ase , neither party shall assign, transfer , pledge or hypothecate this Agreement, the Science Center , or any part thereof , or any interest therein; or lease the Seience Center or any part thereof, or permit the property to be used for any purpose not permitted by this Agreement. The Corporation may sell or assign any or all of its rights under this Agreement , and any transferee of the Corporation may sell or assign the same , without notice to or consent of the City; provided that no sale of any security evidencing an interest in this Agreement or the Lease-Purchase Payments shall be made except in compliance with all applicable Federal and state securities laws. If the Corporation assigns this Agreement or any interest herein , whether as security for any of its indebtedness or otherwise, no breach or default by the Corporation hereunder or pursuant to any other agreement between the Corporation and the City, except the failure by the Corporation or the assignee to indemnify the City �ahen and as herein required , shall excuse performance by the City of any of the provisions of this Agreement. -18- The Corporation represents, in order to induce the City to enter into the transaction contemplated by this Agreement, that ( a) it and each other person to be offered a partici�ating interest in this Agreement or the Lease- Purchase Payments ( collectively the "Participants" ) are either institutional buyers or financial institutions or broker-dealers within the meaning ot Minnesota Statutes, Section 80A.15, Subdivision 2(g) , (b) in entering into the transaction it and the Participants have relied solely upon the credit investigations and due diligence reviews conducted by themselves and/or their own advisors, and not upon any representations or warranties of the City, or any other ag�nts, officers, or employees of the City other than as specifically stated in writing in this Agreement, the Lease, the resolution of the City Council authorizing execution of the same or the instruments or documents required thereby and included in the transcript for the closing (collectively "the Underlying Documents" ) , (c) it and the Participants have been offered copies of or full access to all Underlying Documents and all records, reports, financial statements and other information concerning the Museum and the Science Center or otherwise pertinent to the souree of payment for the Lease-Purchase Payments to which a reasonable investor would attach significance in making investment decisions, (d) it and the Participants are suffi- ciently knowledgeable and experienced in financial and -19- business matters including the purchase and ownership of tax-exempt obligations , to be able to evaluate the risks and merits of the investment represented by the �ease-Purchase Agreement, and (e) accordingly it hereby indemnifies and holds the City harmless from any and all losses, claims, damages , liabilities and ex�enses arising out of violations vf any of the covenants or representations made by the Corporation in this Section. Section 14 . Corporation' s Ri�ht to Perform for City. If the City fails to make any payment or fails to perfarm or comply with any of its covenants or obligations under this Agreement, the Corporation may at its election, _ make such payment or perform or comply with such covenants and obligations , and the amount of such payment and the expenses incurred by the Corporation in performing or complying with such covenants and obligations, as the case may be, together with interest thereon at the rate of 8.00� per annum, shall be payable by the City to the Corporation upon demand . Section 15. Interest. If the City fails to pay any Lease-Purchase Payment herein reserved within 10 days after the due date thereof, the City shall pay to the Corporation interest on such delinguent payment from the due date until paid at the rate of 8.00o per annum. -20- Section 16 . Notices. All notice to be given under this Agreement shall be made in writing and mailed to the other party at its current address or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been given when deposited in the United States mail in registered form, with postage fully prepaid . Section 17. Exercise_of Cit�Powers. No provision of this Agreement 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 18 . Administrative Provisions. 18 . 01 . The City and the Corporation, or their authorized representatives, may inspect the Science Center and the books and records of the other with respect thereto during regular business hours. 18 .02 . The City may not offset any amount due it by the Corporation against any Lease-Purchase Payment or other amount due hereunder . 18 . 03 . No covenant or obligation to be performed by either party may be waived except by the written consent of the Corporation . -21- . � 18.04 . This Agreement shall be construed and governed in accordance with the laws of the State of i�innesota. 18 .05. This Agreem�nt, including the attached Exhibits, which shall be known as the Lease-Purchase Agreement, the Lease , the Depository Agreement between the City and The First �ational Bank of Saint Paul, dated as of July 18 , 1978 , and the resolution approving such agreements adopted by the City Council on July 11 , 1978 , constitute the entire agreement between the parties and except as expressly provided shall not be modified , amended, altered or changed except by a written document signed by both parties. 18 .06 . Any provision of this Agreement faund to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the renainder thereof. 18.07 . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 18 . 08 . The parties agree to execute a short form of this Agreement to be used for recording purposes. IN WITNESS WHEREOF, the parties have executed this -22- � ( Agreement as of the day and year first written above. CITY OF SAINT PAUL By (SEAL) Gearge Latimer , Its r]ayor And Bernard J. Carlson, Its Director of Department Form Approved : of Finance and Management Services And Ass stant-Clty Attorney Rose^PZix , Its City Clerk TWENTY BROADSTREET LEA�ING COt1PANY, INCORP�RATED By-- Robert J. Butler , Its Vice President -23- . + EXHIBIT B Schedule of Lease - Purchase Payments (Payment schedule to be computed on the following basis : Lease - Purchase Price not to exceed $11,400,000, interest rate not to exceed 7. 250 , semiannual payments due on June 15 and December 15 each year, commencing December 15, 1978, and ending on June 15, 2003, payments through June 15, 1988, to be interest only, and payments thereafter to be both principal and interest on an amortization basis. ) � ' � , � Exhibit A I. Legal Description of Science Center Air Ri hts 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) _ Al1 of the property lying above a pTane 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. II. Description of Contract Rights to Science Center: All rights of The Science Museum of Minnesota under the following contracts: Owner-Architect Agreement dated February 28, 1977, with Hammel, Green and Abrahamson, Inc. Contract for Sale of Land for Private Redevelopment (A/K/A Land Disposition Contract) dated July 15, 1976, with the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota. . Development Agreement (A/K/A Four Party Agreement) and various modifications dated October 7, 1975, August 16, 1976, November 12, 1976 and September 1, 1977, with the City of Saint Paul, the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, and various joint venture developers of adjacent , - . property. Vertical Easement Agreement dated as of July l, 1978, with the City of Saint Paul. Owner-Contractor Agreement dated November 9, 1976, with Bor-Son Construction, Inc. Contract for Purchase of Basic Spitz Space Transit Simulator (STS) System dated May 1, 1976, as modified to date with Spitz Space Systems, Inc. Contract for Purchase of Planetarium Dome dated December 17, 1976, with Spitz Space Systems, Inc. Contract for Purchase of Omnimax Projector dated February 26, 1976, with Imax Entertainment, Ltd. Sound System Contract dated August 12, 1977, with Paramount Sound Systems, Inc. Purchase Order for Century 35/70 mm Projector and related equipment dated February 9, 1978, with Filbert Company. Contract with Graphic Films, Inc. dated February 15, 1977. Contracts (two) with Charles Nasby Associates, Inc. dated June 15, 1977. Purchase Order for lighting tracks dated May 12, 1978, with Commonwealth Electric Company. Purchase Orders for carpeting dated February 2, 1978 and November 9, 1977, with R. W. Squire, Inc. Purchase Order for lumber for walkways dated October 18, 1977, with , Emmer Twin Cities, Inc. Purchase Orders for lighting fixtures dated December 21, 1977 and March 1, 1978, with Barber Electric Supply, Inc. Contract for construction and installation of hearth dated December 8, 1977, with Don Harley Associates. Contracts for construction on second floor dated March 21, 1978, May 2, 1978, May 3, 1978, with Steinbach Construction Company. 2 III. Description of Personal Property and Trade Fixtures to be Assigned A. STS SYSTEM 1. STS Equipment � a. Star Ball including: 1) Moving Horizon Cutoff 2) Star Ball Interface Unit with maintenance and Test Panel b. 5 Projectors, including Spitz Planet Projector P/N D202154 and Lamp Source c. 1 Sun Projector including: 1) Xenon Light Source 2) Interface Unit d. 2 Image Projectors including: 1) Xenon Light Sources 2) Interface Units e. Computor and Electronics for STS System including: 1) Spitz Programmable Subroutine Patch Panel , P/N C117001 2) Spitz Programmable Relay Closure Crosspoint Unit 3) (2) Skirpan SED-6 x 2 Dimmer Units (6,2KW dimmers each) 4) Control and Drive Electronics for Zoom Projector P/N D202413 5) Control and Drive Electronics for Planet Projector P/N C202401 6) Decoding, Amplification and Modification Units for all STS Console Controls for the STAS 7) Interface Units f. Control Console including: 1) Mainframe (4) 2) Direct Control Panel 3) Program Control Panel 4) Logic Control Panel g. MCS Console h. Computer i. Auxiliary Astronomical Projectors including: 1) Hand Sextant Projector 2) Portable Power Supply 3) Cardinai Point Projectors 4) Pointer Projector 5) Zenith Projector 6) Latitude Projector 7) Desk Lamp j . Test Units 1) Planet, Sun and Image Projector Test llnit 3 r � • ' -• 2) Light Control Test Unit k. System Cables 1. (8) Software Platters 2. Auxiliary Equipment - a. Planet Projector b. 4 Slide Projectors c. 1 Spitz Zoom Projector P/N E201985 modified with larger (S") output optics B. MULTI-MEDIA SYSTEM 1. Panorama and Multi-Slide Systems a. (27) Buhl QBC-24 High Resolution Slide Projectors b. (27) Buhl f:2.8, 4.5" F.I,. Projection Lenses c. AVL Show Pro V Multi-Image Controller d. (6) AVL Mark VII Power Packs e. (3) Overhead Projectors 1000 Watt Buhl Model 80/14-1000 f. (20) Singer Model SM1000 700 Watt Film Strip Projectors g. 2 Dimming Control Circuits (2000 Watts) h. 10 Dissolve Units (3 Dissolve Rates) i. 1 30-Channel Programmer j . Assorted Projection Lenses k. Paper Tape Punch, Paper Tape, Slide Trays, Spare Lamp, etc. 2. _Special Effects System a." (20) Single Slide Projectors 100 Watt, Standard 333 CN b. (20) Film Strip Projectors (Standard 700 Watt Type) c. (2) Century-Strand Cloud Projectors d. (3) Overhead Projectors (1000 Watt) , Modified for Special Effects e. Projection Orrery (Conic) f. (10) Port Closures for pome-Spitz P/N D115721 C. 70/35 mm PROJECTION EQUIPMENT 1. Century 35/70 mm Projector, model JJ-3 including: a. Cine-Focus Film Stabilization b. UVIR - 2 Heat Filters c. Projection Mechanism, with Changeover, Lens Hardware, Water-Hose Connectors, Lubricant, Aperture Plates for 35 mm and 70 mm, and Double Shutter d. Magnetic Film Reproducer with 35 mm and 70 mm Magnetic Heads e. Optical Sound Tteproducer with Motor Drive and Slow- Start Motor Resistor Kit 4 � , • f. Upper and Lower 35/70 mm Magazines 2. Century CX Pedestal Base 3. Century C8-T-360 Water Recirculator 4. Super Orcon H-4500 Horizontal Xenon Illuminating System, 4500 Watt Capacity, Including Rectifier Power Supply . 5. Orcon 70-A Optical Adapter for 70 mm 6. (2) Orcon XL4500 Xenon Bulbs, Warranty 1000 Hours 7. D-150 Curvulon Projection Lens, E.F. 2.0" or Greater, as required 8. Neumade PRT ULTRA Power Rewind Table for Reels to 27" Diameter 9. Goldberg Film Storage Cabinet for 26" Diameter Reels to accommodate 3 - 70 mm Reels or 6 - 35 mm Reels 10. (6) 22" Diameter 70 mm Solid-Hub Reels 11. (6) 22" Diameter 35 mm Solid-Hub Reels 12. 70 mm Split Reel, 2000' Capacity 13. (2) 35 mm Split Reels, 2000' Capacity 14. Neumade Tape Splicer, 35 mm 15. Guillotine Tape Splicer 70 mm 16. Amplification Equipment, including: a. 2 Optical Preamp (one spare) � b. 10 Magnetic Preamp c. 1 12K Filter d. 2 Shielded Tray e. 1 Dual Preamp Power Supply f. Dual Exciter Supply g. Master Gain Control h. 28" Wall Rack for Above Items i. 8 Channel Power Amp Switcher j . 8 Watt Booth Monitor D. OMNIMAX SYSTEM l. Omnimax Projector, including: a. (1) Elcan Fisheye Lens b. Lamp House c. Reel Deck d. Coolant Conditioning Units e. Control Console f. Electrical Control Unit g. Rectifier h. Oil Free Compressor 2. Over-Sized Reel Deck for 48-minute Program (50" Reels and Transfer Unit) 3. Operating Platform 4. Projector Lift Mechanism 5. Rewind Tables 6. Ultrasonic Splicer 5 7. 35 mm 6-Track Sound Reproducer (with Interlock Control) 8. Auxiliary Elcan Fisheye Lens 9. (4) Auxiliary 8K Lamps 10. (4) Spare 50" Reels E. SOUND SYSTEM (12) Theater Loudspeakers (each consisting of two low frequency speakers, one mid frequency horn, one high frequency lens) (6) Bass Loudspeakers - 24" Diameter (4) Control Room Monitor Loudspeakers (21) Lobby Loudspeakers 35 mm Sprocketed Film Reproducer 35 mm Sprocketed Film lteproducer/Recorder (14) Power Amplifiers and Associated Transformers, Potnetiometers, Power Supplies, Relay Switches, and Frequency Dividing Networks DBX Noise Reduction Unit for Six Channel Use Recording Control Console - 16 Inputs, 4 Outputs Mixer/Preamp for above Phonograph Reproducer & Preamp/Equalizer/CD-4 Decoder ' Tape Recorder/Reproducer - Twin Channel Tape Recorder/Reproducer - Four Channel Cassette Recorder/Reproducer - Twin Channel (2) Lavalier Microphones (4) Super Cardioid Dynamic Microphones (2) Cardioid Dynamic Microphones (2) Condenser Microphones (4) Floor Stands for Microphones (4) Desk Stands for Microphones Radio Microphone System - Transmitter & Receiver F. PRODUCTION EQUIPMENT • (2500) Slide Mounts Light Table Slide Storage Cabinet and Base Unit (30) Slide Trays (45) Projector Lamps (10) Reversible Motors (4) Bearings 1/2" Recording Tape (Carton) 1/4" Recording Tape (Carton) (4) Splicing Blocks Head Demagnetizer Bulk Eraser (7) Projector Lenses Polarizing Materials (Package) 6 Air Brush, Compressor & Hose Drawing Table Rapidograph Set G. LIGHTING SYSTEM . 1. 3 Unit Perimeter Core Lighting System a. Blue. b. Amber c. White 2. 3 Bright Work Lights (400 Watts) 3. Theatrical Lighting System a. (6) 6" Fernell Spot Lights b. (6) 4" Elipsoidal Spot Lights c. Follow Spot Light 4. Lighting Control System a. (12) 4000 Watt Dinner Controls H. PROJECTION DOME I. SEATING 330 Omnitheater Seats J. CARPETING Exhibit Area - 4445 Square Yards ��DOR-17, Mohawk Duotron Carpet Omnitheater Carpeting K. ELECTRONIC EQUIPMENT Tektronic Function Generator Protective Cover Tektronic Power Mainframe Universal High Speed Digital Counter � High Speed Digital Multimeter Extra Shelving for Model 3 Cart Tektronic ��76�3 Oscilloscope Tektronic 7B53A Dome Base Module Dual Trace Amplifier Tektronic ��AM502 Differential Amplifier Scope Cart Dual Trace Oscilloscope Simpson 260 Voltmeter (4) Power Supplies Simpson Amp-Clamp (2) Tektronic 010-6105-03 Probes (3) Tektronic 010-6101-03 Probes 7 L. SHOP TOOLS Drill Press Micrometer Caliper - Tap & Die Set' Hammer Wet/Dry Shop Vac (4) Safety Goggles Needle File Set (8) C Clamps Level Corobination Square Vise Hex Key Set (4) Pliers Screwdriver Set (2) Drill Bit Sets Circular Saw & Case (2) Tape Measures (10) Extension Cords � (4) Outlet Strips Wrench Set Tool Box Electrical Repair Kit Dial Caliper Nut Driver Set Tin Snips (3) Hole Saws and Mandrel M. PHOTO EQUIPMENT (3) Nikon Camera Bodies (5) Camera Lenses Strobe & Charge Unit for Cameras Tripod Slide Copier - Illumitran Camera Case N. EQUIPMENT FOR GENERAL 0�'FICE (8) Herman Miller Office Modules (8) Executive Chairs (8) Desk Chairs Secretarial Office Module Secretarial Chair (2) Filing Cabinets Desk Calculator 8 (2) Hand Calculators Dictaphone Transcriber 0. FIRST FLOOR EXHIBIT ITEMS . Reaction Tester Device Myometric Trainer Machine Temperature Trainer Machine Galvanic Skin Response Machine � (2) Digital Heart Beat Measurers Muscle Measurer Device (3) Iris Measurer Devices Retina Testing Device (4) Color Perception Devices Star Tracer Device (2) Optical Illusion Exhibits Eye Model (2) Audio-Delay Exhibits {3) Bike Generators Electric Air Bike Generator ' ' (2) Gyroscope Chairs and Gyroscopes Whisper Dishes Probability Device Color Mixing Exhibits Image-Making Exhibits (3) Models of Geometric Shapes P. SECOND FLOOR EXHTBIT ITEMS Natural Dye Exhibit Material Weaving, Spinning and Rope-Making Equipment Music Cart Face-Painting Equipment Masks Mayan Exhibit Items Harvest Exhibit Items Pre-Historic Tool Kit Ojibwe Bark Iiouse, Birchbark Containers, Wood and Stone Tools, and Beadwork Plus all other exhibit equipment and materials to be acquired by the Museum as described in IV therein. Q. LOBBY FURNITURE (8) 2 Seater Sofas - Type 1 (17) 2 Seater Sofas - Type 2 9 (16) Floor Ash Urns (3) Circular Seating Units - Type 1 (5) Circular Seating Units - Type 2 (9) Litter Receptacles (6) Circular Planters - (5) Floor Table/Lamps IV. Material and Equipment to be Acquired The Science Museum of Minnesota plans to acquire the following types of material and equipment. This list is illustrative only and is subject to modification by the Museum. A. FIRST FLOOR EXHIBIT ITEMS EKG Bicycle Depth Perception Testers Left-Right Hearing Acuity Device Brachistochome Exhibit Aerodynamics Device Glass Reflection Device Vision Testing Device Lung Volume Meter Biorhythm Computor Program Peripheral Vision Tester Strobe Light Exhibit Right Angle Mirror Delayed Vision Device Hearing Tester Tone Memory Tester Handicapped Exhibits Printing Press Communications Exhibit Computer Game Solar Cooker Reverse Parabola Various Mirrors Various Lenses Light Exhibits Math Devices Vacuum Exhibits Gravity Exhibit Momentum Machine Perception Gallery B. THTRD FLOOR EXHIBIT ITEMS 10 . . 1. General Biology Laboratory, including: a. Scanning Electron Microscope b. Portable Television Camera c. Insect Life Cycle Exhibits d. Burying Beetles Exhibits - e. Spider Exhibit f. Bumblebee Hive g. Microscopes h. Wheat Exhibit i. Pl.ant Exhibits j . Dissecting Scope • 2. Embryology Laboratory, including: a. Human Life Mural b. Human Fetuses and Embryos c. Human Birth Models d. Varieties of Eggs e. Bird Comparison Game 3. Behavior Laboratory, including: a. Skinner Box b. Behavior Exhibits c. Mask and Makeup Exhibit d. Display Greenhouse e. Geotropism Display 4. Taxidermy Laboratory, including: a. Boa Model and Skeleton b. Dog Vascular Chart 5. Weather or Climate Laboratory, including: Large Globe 6. Solar Laboratory, including: Solar Energy Experiments 7. Paradigm (Futures) Laboratory, including: ESP, Biofeedback, Black Holes and Accupuncture Exhibits 8. Microprocessor Laboratory, including: Computor Exhibits 11 V. THE SCII;NCE MIJSEUM OF MINNESOTA Summary of Capital Cost Budget 5howing Expenditures and Accrued Obligations Through 7/13/78 EXPE�iDITURF.S AND � ACCRUED OF3LIGATIONS TOTAL TIIROUGH 7/13/78 BALANCE Construction of Building $ 4,000,000 $ 3,843,461 $ 156,539 Shell Air Rights Acquisition 146,486 146,486 -0- Costs Gallery Construction 450,000 450,000 -0- Pxofessional Services 900,000 839,554 60�446 Omni - Equipment, Film and 2,234,000 2,163,770 70,23Q Pre-opening Start Up Exhibits * 3,750,000 1,354,000 2,396,000 $11,480,486 $ 8,797,291 $ 2,683,215 Underwriting and legal 400,000 400,000 -0- $11,880,486 $ 9,197,271 $ 2,683,215 * F.xhibit costs hro�ected at standard commercial rate of $125 per square foot for 300,000 square feet of exhibits. � � (c) the total cost acquisition, construction and equipment of the Science Center, when completed in accordance with all existing and proposed contracts described in the attached Exhibit A, will not be less than $11, 400 ,000; (d) the Museum has assigned and sold its rights under the contracts descirbed in Exhibit A to Twenty Broadstre�t for the sum of $11, 000, 000, under a Contract of Sale dated as of June 15, 1978, which sum was paid on the date of this Certificate; and (e) the proceeds of such Contract of Sale will be used as follows : (i) $ thereof will be credited �o the Museum' s New Horizon Fund and used to reimburse the Museum for capital costs of the Science Center heretofore paid by it and may be expended for such purposes as are determined by the MusEUm' s Board of Directors; (ii) $ thereof will be credited to the Muse�m' s New Horizon Fund and used to repay money temporarily borrowed to pay capital costs of the Science Center and interest thereo� (iii) $ thereof will be credited to the Museum' s New Horizon Fund used to pay capital co�ts of the Science Center now due or to become due under the contracts described in paragraph (b) ; and (iv) all such proceeds will be expended for such purposes on or before July 1, 1981. (2) Robert J. Butler certifies on behalf of Twenty Broadstreet that: (a) it is a for profit business corporation duly organized and existing under the laws of the State of Delaware, qualified to do business in Minnesota; (b) Twenty Broadstreet has entered into a Lease- Purchase Agreement with the City dated as of June 15 , I978 (the Lease-Purchase Agreement) , whereby Twenty Broadstreet has agreed to lease and sell the Science Center to the City and the City has agreed to lease and purchase the Science Center from Twenty Broadstreet for a Lease-Purchase Price of $11,4Q0, 000, comprising the $11,000, 000 purchase price paid by Twenty Broadstreet to the Museum and $400,000 of financing costs and expenses, the Lease-Purchase Price being payable in semiannual Lease-Purchase Payments comprising only interest or both principal and interest, as indicated in the Lease- Purchase Agreement; (c) the City, under the Lease-Purchase Agreement, will acquire title to the Science Center described in said- Agreement upon payment of the Lease-Purchase Price of $11,400, Q00 specified in said Agreement, plus interest; and (d) Twenty Broadstreet intends to sell and assign its rights in the Lease-Purchase Agreement and the Lease- Purchase Payments to be paid by the City thereunder to financial institutions for the sum of not less than $11,400,000 plus accrued interest, on or before August I, 1978, and immediately upon receipt of such moneys to repay money temporarily borrowed to pay the $11,000, 000 sum paid under the Sale and Assignment Agreement and interest thereon, and to pay $400,000 of financing costs and expenses. 3. Dr. Wendell A. Mordy certifies on behalf of the Museum that: (a) the Museum has entered into a Lease with the City dated as of June 15, 1978 (the Lease) , whereby the City has leased the Science Center to the Museum and the Museum has leased the Science Center from the City for an initial term commencing as of June 15, 1978, and ending on June I4, 2008, under which the Museum is required to pay the cost of operation and maintenance of the Science Center and to pay to the City certain net rentals as shown therein; (b) by resolution referred to in the Lease the Museum has pledged and appropriated the revenues to be derived from admissions to and use of the Science Center to a Science Center Lease Fund, to be used for the payment of the Lease rentals; and that such revenue� are expected to be sufficient �o pay all such Lease rentals; (c) if the revenues appropriated to the Science Center Lease Fund are not sufficient for this purpose, the same will be paid from other moneys of the Museum on hand in its General Operating Fund which is expected to include government grants, fees, leasing revenues, concession revenues, membership dues, donations, pledge receipts, interest on investments and other moneys, but the Museum has not agreed or contracted to use any particular moneys for� this purpose, and has not pledged or appropriated any particular moneys for this purpose; and (d) the moneys received by the Museum from the sale and assignment of its rights under the contracts for the acquisition and construction of the Museum described iA. Exhibit A are not subject to any contractual restrictions as to their use for any lawful purpose of the Museum. 4 . Dr. Wendell A. Mordy certifies on behalf of the Museum, and Robert J. Butler certifies on behalf of Tiaenty Broadstreet, that: (a) .the terms and phrases capitalized in this Certificate have the meanings given them herein or in �ction 103 (c) of the Internal Revenue Code and the regulations, existing or proposed, promulgated thereunder; (b) the City received no money from Twenty Broadstreet as a result of the execution and issuance of the Lease-Purchase Agreement; (c) under the Lease-Purchase Agreement the Lease- Purchase Payments to be paid by the City are payable soiely from and out of revenues derived by the City from the operation and lease of the Science Center, including the basic rental payments and other amounts to be paid under Sections 3.Q2 a-� 6.Q9 of the Lease, all of which (except additional rent payable under Section 3.03 of the Lease) have been pledged and agpropriatec by the City to its Science Center Lease-Purchase Agreement Fund which the City has established and provided for the adminzstration of by resolution adopted July 11, 1978; and such rental gayments, if paid in full when due, will be sufficient to pay all of such Lease-Purchase Payments when due; (d) the $ received by the City fro� the Museum upon execution and delivery of the Lease comprises the payment of rent payable as of June 15, 1978, and the advance payment of rent otherwise payable on December 15, 2002, and was or will be immediately credited to and deposited in the Science Center Lease-Purchase Agreemen� ' Fund of the City to be held for and applied to the payment of Lease-Purchase Pa�ments due under the Lease-Purchase Agreement; was paid by the Museum from the moneys credited to its New Horizon Fund under Section 1, paragraph (e) , clause (i} hereof; and does not exceed an amount equal to the amount of Proceeds of the Lease-Purchase Agxeement which the City is permitted to hold and invest as a Reasonably Required Re�erve or Replacement Fund to secure the performance of its obligations under the Lease-Purchase Agreement; (e) the Science Center Lease-PurchaSe Agreement Fund of the City and the Science Center Lease �und o� the Museum constitute Sinking Funds the moneys in which the City reasonably expects to use to pay the Lease-Purchase Payments due under the Lease-Purchase Agreemen�, and the moneys accumulated in said Funds are Proceeds of the Lease-Purchase Agreement; (f) under the te�ms of the Lease-Purchase Agreement and the Lease the moneys accumulated in the Science Center Lease-Purchase Agreement Fund will not at any time exceed the amount of Proceeds which the City is permitted to hold and invest as a Reasonably Required Reserve or Replacement Fund, and such moneys together with the revenues appropriated to the Museum' s Science Center Lease �und aze not expected to exceed such amount at any time; but if for any reason the moneys accumulated in said Funds do exceed such amount, they are not expected to continue to exceed such amount for a period exceeding twelve consecutive months; (g) no fund of the City other than the Science Center Lease-Purchase Agreement Fund, and no moneys of the ` Museum other than revenues derived from the operation of the Science Center, have been pledged or appropriated or are required to be maintained for the payment af the Lease- Purchase Payments, either directly or by restriction to the payment of rentals payable under the Lease, and the City has no legal right and does not have any basis upon which to reasonably expect to use the moneys in any fund other than the Science Center Lease-Purchase Agreement Fund or the Science Center Lease �und to pay the Lease-Purchase Payments . (h) on th� basis of facts and circumstances now in existence or which may reasonably be expected to occur, the Museum and Twenty Broadstreet do not expect the Proceeds of the Lease-Purchase Agreement will be used in a manner that would cause the Lease-Purchase Agreement to be an Arbitrage Bond within the meaning of Section 103 (c) of the Internal Revenue Code and the regulations, existing or proposed, pro- mulgated thereunder; � (i) to the best of our knowledge and belief there are no other facts, estimates or circumstances which would materially change any of the facts and conclusions certified or stated in this Certificate. Dated July , 1978. Dr. Wendell A. Mordy, President The Science Museum of Minnesota Robert J. Butler Vice-President Twenty Broadstreet Leasing Company, Incorporated STATE OF MINNESOTA) ARBITRAGE CERTIFICATE RELATING TO ) SS. $11,400,000 LEASE-PURCHASE 1�GREEMENT COUNTY OF RAMSEY ) CITY OF ST. P�UL, MINNESQTA We, the undersigned, being the Mayor, the Director of the Department of Finance and Management Services, and the City Clerk of the City of St. Paul, Minnesota, on the basis of facts certified to us in the attached Arbitrage Certificate executed by officers af The Science Museum of Minnesota and Twenty Broadstreet Leasing Company, Incorporated, certify with respect to the $11,400,000 Lease- Purchase Agreement dated as of June l5 , 1978 and executed by us for and on behalf of the City on the date of this Certificate, as follows: _ (1) we have reviewed the attaehed Arbitrage Certificate� and based upon the facts and conclusions certified therein, we also certify such facts and conclusions and reasonably expect that the proceeds of the Lease-Purchase Agreement will not be used in a manner which would cause the Lease-Purchase Agreement to be an Arbitrage Bond within the meaning of the Internal Revenue Code, Section I03 (c) and the regulations, existing or proposed, promulgated thereunder; (2) to the best of our knowledge and belief there are no other facts, estimates or circumstances which would materially change the foregoing conclusions; (3) the City has not been notified of any listing or proposed listing o�� it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. WITNESS our hands officially as such officers this day of , 1978 . Form Approved: George Latimer, Mayor Assistant City �ttozney Bernard J. Carlson, Director of the Department of Finance and Management Services Rose Mix, City Clerk � . # DEPOSITORY AGREEMENT BETWEEN CITY OF SAINT PAUL, MINNESOTA and The First National Bank of Saint Paul St. Paul , Minnesota Dated July 18 , 1978 � This Depository Agreement, dated as of July 18 , 1978 , by and between the City of Saint Paul , a municipal corporation and political subdivision of the State of Minnesota hereinafter called "the City" , and The First National Bank of Saint Paul , in St. Paul , Plinnesota , a national banking association organized under the laws ot the United States hereinafter called "the De�ository Bank" . WITNESSETH that, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained , the parties hereto recite and agree as follows : Section 1 . Recitals. 1.01 The City has entered into a Lease-Purchase Agreement dated as of June 15 , 1978 ( the Lease-Purchase Agreement) with Twenty Broadstreet Leasing Corporation, Incorporated (Twenty Broadstreet) , providing for the lease and purchase of certain property rights, a building and other facilities located in the City anc described therein, hereinafter called the "Science Center . " Unc�er the Lease- Purchase Agreement the City is required to pay a Lease- P�rchase Price of $11 ,400 ,000 to Twenty Broadstreet or its assigns, together with interest on the .amount thereof unpaid fram time to time , by making semiannual Lease-Purchase Payments comprising only interest or both principal and interest, due at the times and in the a,.�ounts specif ied in Exhibit B to the Lease-Purchase Agreement, commencinq on December 15, 1978 and ending on June 15 , 2003 . A duplicate oriqinal of the Lease-Purchase Agreement has been furnished to the Depository Bank. 1.02 Twenty Broadstreet has entered into a Fiscal Agent Agreement dated as of July 18 , 1978 ( the Fiscal Agent Agreement) with , in , riinnesota, a ( the Fiscal Agent) . Under the Fiscal Agent Agreement Twenty Broadstreet has assigned its rights to receive the Lease- Purchase Payments due under the Lease-Purchase Agreement to the Fiscal Agent, for the benefit of the holders of Certifi- cates of Participation in such payments which the Fiscal Agent is authorized to issue under the Fiscal Agent Agree- ment; and pursuant to the Fiscal Agent Agreement has directed the City to make such payments directly to the Fiscal Agent. A duplicate original of the Fiscal Agent Agreement has been furnished to the Depository Bank . 1.03 The City has also entered into a Lease dated as of June 15 , 1978 ( the Lease ) with The Science t�luseum of Minnesota (the PZuseum) , providing for the lease of the Science Center by the iluseum for an initial term commencing as of June 15 , 1978 and ending on June 14 , 2008 . Under the Lease the ciuseum is required to pay semiannual basic rent to the City at the times and in the amounts specified in Exhibit B to the Lease , such rentals being payable in advance commencing upon execution of the Lease for the period from June 15 to December 15 , 1978, except that the basic rental payment otherwise due on DecemQer 15 � 20Q7 is also nayable upon execution of the Lease and is to be held by the City pursuant to this A_qreement as security for the performance by the �Yuseum ot its obligations under the Lease. Pursuant to the Lease the City has directea the h9useum to pay the basic rental payments and other amounts due under �ections 3 .02 and 6 . 09 of the Lease directly to the Depository Bank . A duplicate original of the Lease has been furnished to the Depository Bank . 1. 04 Under the Lease-Purchase Agreement, the Lease and the �rovisions of the resolution of the City Council of the City approving such contracts and authorizing their execution and delivery adopted July 11 , I978 ( the Resolution) , the City is reauired to establish, maintain and administer , and has established and will by this Agreement maintain and administer , a Science Center Lease-Purchase Agreement Fund to which it has appropriated and agreed to � credit as received , all revenues derived by the City from the operation of the Science Center by it, all basic rent and other amounts payable by the P�useum under Sections 3.02 and 6 .09 of the Lease, and all moneys received by the City as net rent under any other lease of the Science Center . A certified copy of the Resolution has been furnished to the Depository Bank . 1. 05 Under Section 4.04 of the Lease-Purchase Agreement the City is also required to give notice to Twenty Broadstreet ot the occurrence of an Event of Default under Section 8 .01 ( 1 ) of the Lease. 1.06 The City desires to employ the Depository Bank to perform its obligations under the Lease-Purchase Agreement and the Lease which are set forth in Section 2 hereof, until such time as the City elects to terminate this Agreement in accordance with Section 5, and the Depository Bank is willing to perform such obligations on behalf of the City until such time , upon the terms and conditions herein- after set forth. Section 2. Duties of De ository Bank. 2 .01 The Depositary Bank sha11 receive, hold in safekeeping , invest, disburse and account for as hereinafter _2_ provided the basic rental payments and other amounts to be paid by the rluseum under Sections 3.02 and 6 .09 of the Lease . The Depasitory Bank acknowledges receipt from the Museum of $ as and for the basic rent due upon execution of the Lease . 2.02 The Depository Bank shall deposit all moneys received by it hereunder in a separate and special fund or account, designated as the Science Center Lease= "� - � - �=_ Purchase Agreement Fund; shall keep such moneys and any securities purchased therewith separate from all other moneys and securities on deposit with it; «nd shall secure the amount of all uninvested moneys on hand in said Fund by the deposit in a Federal Reserve Bank of direct obligations of the United States of America in a principal amount always not Iess than the total amount of uninvested money in the Fund . The Depository Bank shall pay interest on any unin- vested cash in the Fund at the times and in the amounts paid on regular daily interest savings accounts of its other customers. 2.03 The Depository Bank shall hold at interest or invest in certificates of deposit or securities eligible for the investment of municipal sinking funds under Minnesota Statutes, Sectian 475 .66 , the moneys on hand in said Fund from time to time , as directed in writing by a duly authorized officer of the Museum. If no written investment direction is received the money shall be held at interest in accordance with Section 2.02. Neither the Depository Bank nor the City shall be responsible for the return on or safety of such investments. All interest on cash and all gain or loss from any investment directed by the rSuseum shall be credited or debited to the Fund as the case may be. 2.04 The moneys and investments on hand in said Fund from time to time, while held by the Depository Bank, shall be used solely for the payment of the Lease-Purchase Payments due under the Lease-Purchase Agreement, and except as provided in Section 3 shall be applied solely for such purpose. The Depository Bank shall remit to the Fiscal Agent out of said Fund , to the full amount of said Fund, the moneys needed to pay each Lease-Purchase Payment when due; provided that in the event the Museum prepays all or part of the basic rent due under Section 3 .02 of the Lease, the Depository Bank shall apply such prepayments as directed by the Museum to the prepayment of Lease-Purchase Payments or the discharge of all of the City' s obligations under the Lease-Purchase Agreement, in accordance with Section 7 .02 of the Lease and Sections 5 and 6 of the Lease-Purchase Agreement. The Depository Bank shall also, upon receipt _3_ from the Fiscal Agent or the holders of a majority in aggregate dollar amount of the Certificates of Participation outstanding at any time under the Fiscal Agent Agreement (as verified by the Fiscal Agent) , of notice that an Event of Default has occurred ana is cantinuing under the Lease- Purchase Agreement, and of a request that a�l moneys and investments on hand in said Fund be paid to the Fiscal Agent pursuant to Section 11 of the Lease-Purchase Agreement, pay and transfer to the Fiscal Agent as soon as practicable all moneys and investments then on hand in the Fund. Neither the Depository Agent nar the City shall have any responsi- bility for the �awfulness of said notice and request or for the application or use by the Fiscal Agent of the moneys and investments so transferred . 2.05 The Depository Bank shall keep accurate and complete books and records showing all receipts , interest earnings, investments, gains and losses and disbursemen�s made in the Fund , and shall furnish a statement thereof for each six month period ending on June 30 and December 31 to the Fiscal Agent, the City and the Museum, with 15 days after the end of such period; and shall furnish to the Museum confirmation showing each investment transaction in the Fund within 5 business days after such transaction is completed . 2.06 The Depository Bank shall shall give the r9useum notice on or before each June 10 and December 10 of the amount of interest earned and credited to the Fund as of the immediately preceding June 1 or December 1 , respec- tively, and not included in a previous notice , whereupon the Museum shall be entitled to deduct such amount from the basic rental payment next due under the Lease and herein required to be paid to the Depository Bank , in accordance with Section 3.02 of the Lease . 2 .07 The Depository Bank , upon failure of the Museum to pay any basic rental payment under the Lease when due, shall immediately give notice of such fact to the rfuseum in accordance with Articles VIII and IX of the Lease. If such basic rental payment has not been received within 10 days after the mailing of such notice, the Depository Bank shall i�mediately give mailed notice of such fact to Twenty Broadstreet and the Fiscal Agent. Section 3 . Compensation For Services . The Depository Bank shall be entitled to receive solely from the Fund, the sum of $ per year as and for its compensation for all services to be performed by it under this Agreement, and may withdraw the amount of such -4- compensation from the Fund each year on the date or dates on which sufficient cash becomes available in the Fund to pay such compensation . Seetion 4 . Benefit of Agreement; Enforcement. 4 .01 This Agreement is made by the City for the benefit of Twenty Broadstreet, the Fiscal Agent, the holders of the Certificates of Participation issued under the Fiscal Agent Agreement, the Museum, and their successors and assigns, and except as provided in Section 5 is not revo- cable or subject to modification by the City. 4 .02 The entities and persons designated in Section 4.01 other than the City shall constitute third party beneficiaries of this Agreement, and shall be entitled to enforce performance and observance by the City and the Depository Bank and their respective agreements and covenants set forth herein as fully and completely as if said third party beneficiaries were parties hereto. Section 5. Termination of Agreement. If the City takes possession of the Science Center and elects ta operate it under Article VIII of the Lease , the City may at its option terminate �his Agreement by giving written notice of termination to the Depository Bank and Twenty Broadstreet, specifying a date of termination not less than 15 days after the notice is given . On the date of termination the Depository Bank shall , subject to the rights of Twenty Broadstreet under the Lease-Purchase Agreement , and the duties of the Depository Bank under Section 2.04 herea€, transfer to the City all moneys and investments on hand in the Fund and all records relating thereto; and the Depository Bank, upon making such transfer , shall be relieved of all further responsibilities under this Agree- ment, which shall thereupon be terminated. Section 6 . Limitation of Respansibilities. 6.01 The performance by the Depository Bank of its duties under this Agreement shall be deemed performance by the City of the same duties assumed by it under the Lease-Purchase Agreement and the Lease; but the City shall not be responsible for the satisfactory perfarmance of such duties by the Depository Agent, and shall not be liable for the failure of the Depository Agent to perform such duties as required , or for any expenses incurred by the Depository Bank under this Agreement. 6. Q2 . The Depository Agent shall not be respon- sible for the performance of any duties in connection with -5- the contracts described or the moneys deposited in the Fund except those expressly imposed upon it hereunder . Section 7. Notices. All notices required to be given under this Agreement shall b� given in the manner and with the effect specified in Article IX of the Lease to the person or entity entitled to receive it at the address shown in the Lease or , if none, at its current address, or at such aadress as such person or entity may provide in writing to the Depository Bank . IN WITNESS WHEREOF, the parties have executed this Aqreement as of the day and year first written above. THE FIRST NATIONAL BANK OF SAINT PAUL By � Its� - - ' -CITY OF SAINT PAUL Form Approved By _ George Latimer ,_ Mayor Assistant City Attorney And Bernard J. Carlson, Director of Department of Finance and P9anage- ment Services And Rose Mix , City Clerk The undersigned hereby acknowledge their receipt of the Depository Agreement and consent to, and agree ta be bound by, its provisions . TWENTY BROADSTREET LEASING COP�PANY, INCORPORATED By ~Robert J. Butler ~ Vice-President THE SCIENCE MUSEUM OF MINNESOTA By � Dr . Wendell A. Mordy President -6- . � � �� , / LEASE BETWEEN CITY OF SAINT PAUL, MINNESOTA, as Lessor , AND THE SCIENCE MUSEUts7 OF MINNESOTA, as Tenant June 15, 1978 Drafted by: Dorsey, Windhorst, Hannaford , Whitney & Halladay 1468W The First National Bank of Saint Paul St. Paul , Minnesota 55101 � •. t . . � ' THIS LEASE dated as of June 15 , 1978, between the CITY OF SAINT PAUL, a Minnesota municipal corporation , call�d herein the City, and The Science i•luseum of hi�innesota, a hlinnesota non-profit corporation, called herein the Tenant, WITNESSETH that the City demises and leases ta the Tenant ana 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 June 14 , 2008, unless sooner terminated as herein provided , with option of renewal by ei�her party, 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 repre- sentations, 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 . Autho�izing Resolution: A resolution of the City Cour�cil entitled "Resolution Authorizing Acauisition of Science Center Under Lease-Purchase Agreement; Authorizing Lease of Science Center to The P9useum of P4innesota; Estab- lishing a Science Center Lease-Purchase Agreement Fund to be Held and Administered by a Bank Under a Depository Agree- ment; Appropriating t4oneys to said Fund ; and Authorizing and Directing the Execution of Contracts and Other pocuments by City Officers, " adopted by the City Council on July 11 , 197$ . Corporation: Twenty Eroadstreet Leasing Company, Incorporated and any assignee of any of its interests under the Lease-Purchase AgreeMent; De�ository Agreement: the Depository Agreement between the City and The First National Bank of Saint Paul dated as of July 18 , 1978 , providing for the safekeeping, investment, disbursement and accounting for of the Science Center Lease-Purchase Agreement Fund of the Citv; De�asitory Bank: The First yational Bank of Sain� Paul acting under and pursuant to the Depository Agreement; Lease : this Lease , dated as of June 15 , 1978 , including any amendment hereof or supplement hereto; Lease-Purchase Agreement: the Lease-Purchase Agreement dated as of June 15 , 1978 , by and between the Cit� ♦ • ' STATE OF MINNE50TA) ARBITRAGE CERTIFICATE RELATING TO ) SS. $11, 400,OQ0 LEASE-PURCHASE AGREEMENT COUNTY OF RAMSEY ) CITY OF ST. PAUL, MINNESOTA We, Dr. Wendell A. Mordy, being the President of The Science Museum of Minnesota (the Museum) , and Robert J. Butler, being a Vice-President of Twenty Broadstreet Leasing Company, Incarporated (Twenty Broadstreet) , hereby certify that the facts and conclusions set forth in paragraphs 1 through 4 hereof are true and correct, as follows : 1. Dr. Wendell A. Mordy certifies on behalf of the Museum that: (a) it is a non-profit corporation duly organized and existing under Minnesota Statutes, Chapter 3].7 , and 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; (b) the Museum has entered into the ex�.sting contracts described in the attached Exhibit A for the acquisition and construction of the Science Center comprising the property rights and property also described in the attached Exhibit A, the amounts paid or payable �xnder which are not less than $6,500,QQOr the Science Center is now under construction and such con- struction will proceed with due diligence to compZetion in accordance with such contracts and other contracts to be awarded; and the construction of the Science Center will be so completed on or before July l, 1981; r , 1 • � (B) the building , fixtures and equipment now in process of construction and installation on such real property under the contracts described in Exhibit A, (C) all ather building improvements, equip- ment, exhibits and other facilities which will be added to the Science Center under any of the contracts described in Exhibit A or pursuant to the capital cost budget included in Exhibit A; which includes items acquired pursuant to Section 4.11 , the collections and artifacts described in Section 6 .11 , and any inventory held for sale to the public in the ordinary course of business, (D) all additions to and substitutions for any of the foregoing which may be made as permitted or required by this Lease , all equipment from time to time located on such real property being presumed to be a part of the Science Center unless identified by tags or other symbols affixed thereto as property of the Tenant as provided in Section 4. 11 , except that (E) any of the foregoing cohich 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; Science Center Lease-Purchase Agreement Fund : the fund so designated in the Authorizing Resolution to which the basic rental payments made under Section 3. 02 are to be credited and from which the Lease-Purchase Payments are to be made. Section 1.02 . Exhibits. The following Exhibits are 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. Exhibit B: Schedule of basic rental payments to . be paid under Section 3 .02 of this Lease. _3_ . , � � ARTICLE 2 Representations of Parties Section 2.01. R2�resentations by the Ci�. The City makes the following representations as the basis for its covenants herein: ( 1 ) The City has entered into a Lease-Purchase Agreement dated as of June 15, 1978 , with the Corporation pursuant to which it is purchasing the Science Center , and pursuant to which it is entitled to possession of the Science Center ; (2) The City' s right to possession of the Science Center is dependent upon the Corporation' s title thereto, and the City makes no warranties with respect thereto or its right to possession of the Science Center thereunder; (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 �njoyment of the Science Center ; (4 ) The City is authorized by r�innesota Statutes, Sections 471 .15 through 471 .191 , the City Charter , and the Lease-Purchase Agreement, 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 � Tenant . The Tenant herein makes the following representa- tions as the basis for its covenants herein: ( 1 ) The Tenant is a non-profit corporation duly organized and existing under the laws of the State of Minnesota, is authorized to conduct business in 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, 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 . -4- ' . (3 ) The execution and delivery of this Lease, the consummation of the transactions contemplated hereby, and the fulfillment of the terr�s 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 result in the creation or imposition of any lien , charge or encumbrance of any nature upon any of the property ar assets of the Tenant contrary to the terms of any instrument or agreement; ( 4 ) The Tenant will at all times operate the Science Center during the term of this Lease as a public _ scientific, educational , cultural exhibition and research facility, open to all residents of the City and other members of the public or for another purpose appraved pursuant to Section 4.01; ( 5) The Tenant does not rely on any warranty of the City, either express or implied; (6) 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 thereunc3er . -- -5- AFTICLE 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, for the purposes specified in Section 2.02, for a term commencing on June 15, 1978 and continuing through June 14 , 2008 , unless previously terminated or extended as hereinafter provided . Section 3.02 . Basic Rent. The Tenant shall pay basic rent for the Science Center in advance , on the dates and i.n the amounts shown on the attached Exhibit B; provided that the Tenant shall pay on June 15, 1978 , in addition to the basic rental payment due on that date , the basic rental payment otherwise due on December 15 , 2003 , which shall be held by the City as security for the performance by the � Tenant of its obligations hereunder . The basic rent shall be credited to a Science Center Lease-Purchase Agreement Fund of the City which the City agrees to establish by resolution. Such Fund shall be held , invested , disbursed and accounted for on behalf of the City by The First National Bank of Saint Paul pursuant to the Depository Agreement, and the Tenant shall pay the rent due under this Section 3 .02 and Section 6 .09 hereof , if any, directly to the Depository Bank; provided that in making any such rental payment the Tenant shall be entitled to a credit of an amount equal to the amount of any interest earned and received by the Depository Bank in the Science Center Lease-Purchase Agreement Fund, as determined by the Depository Bank as of the first day of the month in which the rental payment is due . Amounts deposited in said Fund shall be held , invested, disbursed and accounted for by the Depository Bank in accordance with the Depository Agreement, and the Tenant agrees to indemnify and save the City harm- less from any and all costs, expenses, claims and damages of any nature incurred by it as a result of the failure of the Depository Bank to perform the obligations imposed on it under the Depository Agreement. 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 prQVided 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 : -6- F (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 anount 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 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, all reasonable out-of-pocket expenses incurred by it in relation to this Lease and the Lease-Purchase Agreement which are not otherwise required to be paid by the Tenant under the terms of this Lease; and (4 ) to the City, the amount of all advances of funds made by it under the provisions of Section 4 .10, with _ interest thereon at the rate of 8.00% per annum from the date of each advance . The Tenant represents and agrees that the provisions of rlinnesota Statutes, Section 471 . 191 , Subdivision 1, autho- rizing non-profit corporations to off-set the amount of any ad valorer� 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 Obli�ations Unconditional. All basic and additianal rent and all other payments re- � quired of tne 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 , 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 perfor- -7- � mance, 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 alI 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 tt�e 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. -8- _ _ _ _ _ ARTICLE 4 Use and t�iaintenance, Modifications, Taxes and Insurance Section 4 .01 . Lse and Maintenance. During the Lease term the Tenant will utilize the Science Center for the purposes specified in Section 2.02 or another lawful nurnose approved by the City and the Corporation; will at its own expense complete and keep the Science Center and aIl 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 . Section 4 .02 . No Obligation of City To Pay For Operation and Maintenance of Sci�ence 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. Further , the Tenant agrees to furnish to the City, on or before the tenth day of each fiscal year of the Tenant, a certified copy of its budget for such fiscal year adopted by its Baard of Trustees, showing the anticipated cost of operation and main- tenance of the Science Center for the budget year , the amount to be paid by any other organization pursuant to written agreemen� with the Tenant, and the amount and sources of all moneys and revenues of the Tenant available during the budget year for the payment of such operation and maintenance costs. 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 reasan 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 vr 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 unaer Section 8.02. The Tenant also agrees to indemnify and hold the City harmless from any and all costs, expenses, claims, damages and expenditures 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. The Tenant shall use a fiscal year ending on June 30 each year , or on such other date as is approved by the City. -9- � 1 ' Section 4 . 03 . Modifications. The Tenant may from time to time, after approval by the City, make any addi- tions, modifications or improvements to the Science Center , locatea wholly within the Science Center site or easements described in Exhibit A, that it may deem desirable for the purpases described in Section 4 .OI 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. 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 , that if the Tenant sha11 first notify the City of its intention so to do, it may in goad 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 liabil- ities arising out of such contest. Section 4.05. Removal of Leased Equi ment. The Tenant shall not remove or permit the removal of any eguip- ment 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 and substitute and install 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 be free of all liens and encumbrances, and shall become par� of the Science Center subject to the provisions of this Lease. Section 4 . 06 . Taxes and Other Governmental Charges and Utilit� Charges. The Tenant will make promptly all payments due during 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 improvenents that may be or became secured by a lien on the Science Center ; and of -10- t utility and other charges incurred in the operation, mainte- nance, 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 eontest any such taxes or service charges and , in the event of such contest, may permit the items so contested to remain unpazd 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 praperty 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 endorsem2nt limited only as may be provided in the standard form of extended coverage endorsement at the time in use in riinnesota, 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 -11- America, to the extent of the full insurable value of the Science Center and insuring against loss thereof or damag� thereto from the risks and hazards of war , if such insurance is then generally carried by owners of similar facilities in t�iinnesota. All policies evidencing insurance required in this Section shall be carried in the names of the Corpora- tion , the City and the �enant as their respective interests may appear . Each policy may be written with a deductible amount of $5 ,000 . The Net Proceeds of Insurance required b� 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 enqaging in the operation of public facilities similar to the Science Center . Al1 insurance palicies 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 United States and qualified to do business irr Minnesota; 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 ar revision becomes effective; and shall name the Tenant , the - City and the Corporation as an insured. Each party shall degosit with the other 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 �urnish to the other party evidence that the poliey has been renewed or replaced by anather policy conforming to the provisions of this Article, unless such insurance is no longer obtainable in which event the Tenant shall notify the City and the Corporation of this fact. Section 4.10. Advances. If the Tenant shall fail to make all regairs, pay all liens, taxes and service charges and maintain all insurance required in this ArticZe , the City may, but shall not be obligated ta. 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 at the rate of 8 .00� per annum from the date of the advance to the date of repayment. 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 addition to that described in Exhibit A in or upon the Science Center which items shall be identified by tags or other symbols affixed -12- . . / thereto as property of the Tenant not included in the Science Center . All such items sa identified shall remain the sole property of the Tenant, in which the City sha2l 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 restare 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 pur- chasing items to be installed pursuant to this Section under a conditional sale or lease-purchase contract, or subject ta a vendor ' s Zien 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. Section 4. 12. Performance of Science Center Contracts. The Tenant agrees to complete the Science Center in accordance with the contracts and capital cost budget described in Exhibit A and to maintain payment and perfor- mance bonds under such contracts; �o take such further steps as may be necesary to complete the Science Center as a fully equipped and operational facility; to furnish to the City on or before July 15 each year a certificate describing all property which has become part of the Science Center which is not in existence on the date hereof ar described in a previous certificate and all capital costs incurred in connection with the Science Center which were not incurred on the date hereof or described in a previous certificate; to perform at its own expense any other obligation not . specifically mentioned in this Lease whieh is imposed on the Corporation or the City as a result of the transfer of title to the Science Center to the Corporation or the City, as the case nay be, including but not limited to the easements described in Exhibit A and any other covenants running with the Land; and to indemnify and hold the City harmless against any and all costs , expenses , claims and damages of any nature incurred by it in connection with such contracts and obligations. The Tenant shall file with the City all plans or other documents describing items comprising the unfinished portion of the Science Center . Such plans and documents may be modified by the Tenant, provided that the total amount expended by the Tenant for the Science Center shall be at least $11 ,400 ,000 . -13- ARTICLE 5 Damage, Destruction and Condemnation Section 5. 01 . Damage and Destruction. (a) If while any of Lease-Purchase Payments remain unpaid 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 $5 , 000 , the Tenant will promptly repair , rebuild and restore the property damaged or destroyed to substantially the s�me condition as existed before the event causing the damage or destruction , with such changes, alterations and modifica- tions ( including the substitution and addition of other property) as may be desired by the Tenant and as will not imoair 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 while any of the Lease-Purchase Payments remain unpaid the Science Center is destroyed in whole or in part or is damaged �y fire or other casualty to such extent that the claim far loss resulting therefrom exceeds $Sf000 , the Tenant shall pronptly give written notice thereof to the City. The City or the Tenant, as determined by the City within 30 days of the loss , shall proceed within a period of one year from date of damage, in accordance with applicable public bidding laws , to repair , rebuild and restore the property damagea or destroyed to substantially the same condition as existed before the event causinq the damage or destruction, with such changes, alterations and modifica- tions ( including the substitution and addition of other property) as may be desired by the Tenant and as will nat 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 . Before the work is undertaken the City or the Tenant, as the case may be, shall cause plans and specifications therefor ta 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. 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 a�ount of the proceeas. Any balance of insurance proceeds remaining after payment of all costs of any repair , rebuilding or restora- -14- tion shall be applied to the payment of the next basic rental payment due under Section 3 .02 . (c) Notwithstandinq the provisions of paragraphs (a) and (b) , if the Science Center is destroyed in whole ar 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 af any insurance proceeds plus any amount on hand or then to be deposited in the Science Center Lease- Purchase Agreement Fund by the Tenant will be sufficient ta discharge all obligations of the City under the Lease- Purchase Agreement, the Tenant may request the City to use the insurance proceeds and other moneys in said Fund to discharge its obligations under the Lease-Purchase Agree- ment. Section 5. 02 . Condemnation. (a) If while any of the Lease-Purchase Payments remain unpaid the 5cience Center or any part thereof is taken by eminent domain by any governmental body or by any person, fir� 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 passible 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 pro�erty) _ as may be desired by the Tenant and will not decrease 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. 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 . 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 . -15- (c) All land , buildings, improvements and equip- ment 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 sufficient to pay the principal of and interest on said obligations. (dj If any balance of the award shall remain after restaration of the Science Center 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 nroceeding 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 plus any amount on hand and any amount then to be deposited in the Science Center Lease-Purchase Agreement Fund by the Tenant will be sufficient to discharge all obligations of the City under the Lease-Purchase Agreement, upon request by the Tenant the City shall use the proceeds of the condemnation award and other moneys in said Fund to discharge its obligations under the Lease-Purchase Agreement. -16- ARTICLE 6 Tenant ' s Covenants Section 6 . 01 . Covenants for Benefit of Cor�ora- tion. The Tenant recognizes the authority of the City to pledge all rent payable under Sections 3. 02 and 3.03 this Lease for the security and payment of the Lease-Purchase Paynents. The Tenant anproves and agrees to comply with and perform, insofar as applicable , alI covenants made by the City in the Authorizing Resolution and the Lease-Purchase Agreement for the benefit of the Corporation. Each of the terms and provisions of this Lease is a covenant far the use and benefit of the Corporation, so long as the obligations of the City under the Lease-Purchase Agreement have not been aischarged; but upon payment or prepayment of all basic rental payments and other amounts due hereunder , or upon discharge of the City' s obligations under the Lease-P�rchase Agreement, all references thereto in this Lease shall be ineffective , and the Corporation shall thereafter not be entitled to any further benefit of this Lease . Section 6 .02 . Inspection and Access . The Tenant agrees that the City and the Corporation and their duly authorized agents shall have the right at all reasonable times to exanine and inspect the Science Center and for that purpose to enter upon the Science Center . Section 6. 03. Rates and Charges. The Tenant will impose rates and charges with respect to the admission of persons to and the use of the Science Center . The Tenant shall keep the City advised of the rates and charges in effect at all times, and of any proposed chang� therein. Section 6. 04. Use and Pledge of Gross Revenues. The Tenant hereby covenants and agrees that it has by resolution appropriated all gross revenues derived by it from the rates and charges referred to in Section 6. 03 to a separate and special Science Center Lease Fund; and that the gross revenues derived from such rates and charges in any year will be used and are pledged for the payment of the basic rents payable by th� Tenant under Section 3.02 of this Lease, except that if and to the extent that such rentals are paid from other sources a like amount of such gross revenues may be used for other purposes of the Tenant, and except for certain other transfers of said revenues permitted in the reso- lution which has been furnished to the City. Section 6. 05 . Books and Records ; Audit. The Tenant covenants and agrees that it will keep complete and accurate books and records reflecting all of its financial -17- 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 and the Corporation with a copy of the audit report of such firm within 90 days after the close of its fiscal year , which audit shall be accom- paniea 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. The Tenant shall also furnish to the City and the Corpora- tion a copy of any quarterly financial statements or finan- cial reports which are furnished to its Board of Dixectors. Section 6 . 06 . Indemnity. The Tenant will pay, and will protect, indemnify and save the City and the Corporation 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 or the Corporation; and (5) any statement or information concerning the Tenant, its officers or the Science Center , contained in any official statement or prospectus furnished to purchasers of Certificates of Participation in the Lease-Purchase Payments, that is untrue or incorrect in any material respect, and any omission from such official statement or prospectus of any statement or information which should be contained therein for the purpose for which the same is to be used or which is necessary to make the statements made -18- therein concerning the Tenant, its officers and the Science Center not misleading in any material respect, provided that : ( i) the official statement or prospectus is approved in writing by the Tenant; ( ii) in the event of settlement of any litigation commenced or threatened , arising from a claim based upon any such untrue statement or omission , such indemnity shall be limited to the aggregate amount paid under a settlement effected with the written consent of the Tenant; ( iii ) such indemnity shall extend to each elective and appointive officer of the City and to each person, if any, who "controls" the Corporation , as that term is defined in Section 15 of the Securities Act of 1933, as amended ; ( iv) the City and the Corporation shall promptly notify the Tenant in writing of any claim or action brought against the CYty or the Corporation or any officer or controlling person as aforesaid , in respect of which indemnity may be sought against the Tenant, _ setting forth the particulars of such claim or _ action , and the Tenant will assume the defense thereof, including the employment of counsel and the payment of all expenses; and (v) the City or Corporation or any such officer or controlling person may employ separate counsel in any such actian and participate in the defense thereof� � _ but the fees and expenses of such counsel shall not be nayable by the Tenant unless such employment has been specially authorized by the Tenant; and (6) any statement or information contained in the arbitrage certificate furnished to the City by the Tenant and the Corporation that is untrue or incorrect in any material respect, and any omission from such arbitrage certificate which is necessary to make the statements and information contained therein not misleading . . Section 6. 07. Continuing Existence and Qualifi- cation. The Tenant is and throughout the Lease Term will remain duly qualified to do business as a nonprofit corpo- ration in T�innesota, 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 -19- 1 with or merge into another corporation or permit any other corporatian to consolidate with or raerge 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 or merger , is an exempt organi- zation under Section 501 (c) ( 3 ) of the Internal Revenue Code, and is ctuly qualified to do business in t9innesota. At least thirty days before any merger , consolidation or transfer of assets becomes effective, . the Tenant shall give the City and the Corporation written notice of the praposed transaction. The Tenant shall not merge or consolidate with any other business entity if the result thereof would be to subject the interest component of the Lease-Purchase Payments ( received by any person who is not a substantial user of the Science Center or a related person) to Federal income taxes under Section 103 (b) of the Internal Revenue Code. Every surviving, resulting or transferee corporation and other person referred to in this Section 6 .07 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 .08 . Amendment of Bylaws. The Tenant covenants and agrees that so long as any Lease-Purchase Payments remain unpaid , that it will comply with and will not amend or repeal Article 2, Sections 7 and 8 of its bylaws, or any othe'r bylaw relating to financial matters, without prior appraval by the City. Section 6.09 . Assurance of Tax Exemption. (1) The Te•nant recognizes that the exemption from Federal income taxation of the interest component of the Lease-Purchase Payments is dependent upon its status as an organization described in Section 501(c) ( 3) of the Internal Revenue Code. In order to assure that such interest component shall at all times be free from Federal income taxation, the Tenant covenants with the City and the Corporation: (A) that it will not take, nor suffer others to take, any action which will alter , change or impair its status as an organization described in Section 501 (c) ( 3 ) of the Internal Revenue Code, which is not subject to taxation under Section 501(a) of the Code, but rather will take , or cause others to take, all actions necessary to maintain that status; -20- / (B) that it will not carry on any trade or business at the Science Centez which would be an unrelated trade or business determined by applying Section 513(a) of the Code to the Tenant and would result in the loss of the exemption from Federal income taxation of the interest component of the Lease- Purchase Payments; and (C) that it will fulfill any and all other conditions in the Code to insure that it maintains its status as an organization described in Section 501 (c) ( 3) of the Code and that the interest component of the Lease-Purchase Payments will not be subject to Federal income taxes. ( 2 ) If the Tenant receives a notice from the City, the Corporation or any other source that a "Deter- mination of Taxability" as hereinafter defined , has been made, without regard to the reason therefor , the Tenant shall immediately pay as additional basic rent the following sums: (A) a sum sufficient to pay or prepay all remaining Lease-Purchase Payments pursuant to the Lease-Purchase Agreement, plus a nremium equal to 4� of the unpaid Lease-Purchase Price of the Science Center for each six month period or part thereof elapsed between the "Event of Taxability" , as hereinafter defined , and the date of payment or prepayment thereof under the Lease-Purchase Agreement , less such amount as may then be on hand in the Science Center Lease- Purchase Agreement Fund; plus (B) an amount equal to 4% of the amount of the Lease-Purchase Price theretofore paid , but which had not been paid as of the Event of Taxability, for each six month period or part thereof elapsed between the Event of Taxability and the date that such amount of the Lease-Purchase Price was oaid . Such amount shall be regarded as basic rent and shall be paid , held, invested and disbursed as provided in Section 3 .02 hereof and in the Lease-Purchase Agreement. A "Determination of Taxability" shall mean the issuance of a statutory notice of deficiency by the Internal Revenue Service , or a ruling of the National Office or any District Office of the Internal Revenue Service , or a final decision of a court of competent jurisdiction which holds in effect that the interest component of the Lease-Purchase Payments is includable in the gross income of the recipient if the period , if any, for contest or appeal of such action, ruling -21- or decision by the Tenant has expired without any such contest or appeal having been properly instituted by the Tenant. An "Event of Taxability" shall mean that point in time, as specified in the determination, ruling , or decision, that the interest component of the Lease-Purchase Payments became includable in the gross income of a recipient (other than a person who is a substantial user of the Science Center or a related person as such are defined in the Internal Revenue Code) . ( 3 ) The Tenant will not cause the "proceeds" of the Lease Purchase Agreement to be used in a manner which, if such use had been reasonably expected on the date of actual execution of this Lease, would have caused such obligation to be an arbitrage bond within the meaning of Section 103 (c) of the Code and the regulations promulgated thereunder , in effect on that date. Section 6. 10 . Permitted Indebtedness . The Tenant covenants and agrees that it will not incur any indebtedness or liabilities of any kind ( including without limitation any indebtedness shown on the liability side of the balance sheet determined in accordance with generally accepted accounting principles) except for : (a) indebtedness evidenced by this Lease; (b) liabilities (other than for borrowed money) incurred in the regular operation of the Science Center and other facilities of the Tenant; (c) indebtedness of the Tenant for borrowed money in an amount which together with outstanding indebted- ness under clause (d) hereof does not at any time in the aggregate exceed the greater of $1,000 ,000 multiplied by 100% plus 5$ for each year after 1978 , or a sum equal to 75s of the unpaid amount of legally enforceable pledges held by the Tenant which, if collected, could be used to pay such indebtedness or the obligations of the Tenant under this Lease, unsecured or secured by a security interest in or lien upon pledges and donations or other properties or real estate not subject to this Lease; (d ) indebtedness of the Tenant secured by mort- gages, leases, liens or conditional sales contracts, or purchase money mortgages, given to secure the payment of all or a portion of the purchase price of machinery, equipment, films, exhibits or artifacts; provided that the amount of such indebtedness , tagether with out- standing indebtedness under clause (c) hereof, shall -22- not at any time exceed the limit specified in clause (C ) • Section 6. 11 . Competinq Facilities; Exhibits. The Tenant covenants and agrees, during the term of this Lease , that it will not acquire, purchase or operate any other like or co�peting facilities located in Ramsey County without the City' s consent, and that it will maintain iCs current inventory of catalogued collections , except that it may sell or exchange or add to them by transactions entered into in the ordinary course of carrying on its present activities or operating the Science Center . Section 6.12. P9aintenance of Security Interests . On or before January 15 in each calendar year , the Tenant will file with the City and the Corporation a certificate describing , as of December 31 immediately preceding, each item of tangible personal property the cost of which is in excess of $5,000 , not described in a previous similar certificate, which has been added to the Science Center by the Cit�, whether as a substitution or replacement or otherwise, and whether or not, when added , it beca�e part of the real estate , and , if so requested by the City or the Corporation within fifteen ( 15) days after filing such certificate, an opinion of independent counsel to the effect - that all steps requisite to perfection of the security interests of the City in and to such property have been taken. The Tenant will execute all instruments, including financing statements, deemed necessary or advisable in the opinion of independent counsel for perfection of and continuance of the perfection of the respective security interests as aforesaid . However , all obligations of the Tenant under this section are subject to the conditions that the City or the Corporation shall execute all instruments, including financing statements, required of it in the oninion of independent counsel , and will file and record all such instruments executed by the Tenant, the City and the Corporation, or cause them to be filed and recorded , and shall continue the liens of all such instruments by appropriate refiling and re-recording as specified in the opinions of independent counsel , or cause them to be so continued, until this Lease expires or is otherwise terminated . Section 6. 13 . 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 . � -23- Section 6.14. Statement of Com�liance. The Tenant will deliver to the City and the Corporation on or before February 1 of each year during the Lease term a certificate of an officer of the Tenant stating that: (a) he 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 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. -24- t � 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, an� subject to each of the following conditions : ( 1) no assignment or sublease shall relieve the Tenant fram primary liability for all rents and other payments due and for the performance of all other obliga- tions required under his Lease, nor subject the interest component of the Lease-Purchase Payments in the hands of persons other than the Tenant or "related persons" to United States income taxes; (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 the Corporation; and (3) within ten ( 10 ) days after the delivery of any assignment or sublease the Tenant shall deliver to the .. City and the Corporation a true and complete copy thereof. Section 7 .02 . Pre ayment of Rents. The Tenant may on June 15 , 1988 , or on any rental payment date there- after, prepay all or any part of the basic rent payable under Section 3.02 , but shall give the City 60 day' s notice of its intention to do so. Any such prepayment shall be deposited in the Science Center Lease-Purchase Agreement Fund and used by the Depository Bank as directed by the � Tenant to pay or prepay Lease-Purchase Payments remaining unpaid, or to otherwise discharge the obligations of the City under the Lease-Purchase Agreement. Section 7 .03 . Abatement of Basic Rent. At any time the aggregate amount of the basic rent paid by the Tenant to the City, plus any amount on hand in the Science Center Lease-Purchase Agreement Fund , is sufficient to discharge the obliqations of the City under the Lease- Purchase Agreement, 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 expira- tion of the term of this Lease or its earlier termination under the provisions hereof, without the payment of addi- tional 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 . -25- 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. Either the Tenant or the City shall have the option to zenew this Lease for a thirty year renewal term commencing on June 15, 2008 and ending on June 14 , 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 an amendment to this Lease. Either party may exercise its option to renew by giving the other notice on or before June 15, 2007 of its intention to renew the Lease. Section 7.06 . Transfer of Title. Upon receipt by the City from the Corporation of title to the Science Center , or at any time thereafter , pursuant to the Lease- Purchase Agreement, the City shall have the r.ight to convey title to the Science Center to the Tenant by quit claim deed. The City may exercise its right 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 quit claim deed . The Tenant agrees to accept title to the Science Center from the City if tendered , to record the guit claim deed received from the City, and to pay all costs and expenses incurred by the City in completing the transfer . Ugon delivery of the quit claim deed, the City shall alsa assign to the Tenant, and the Tenant shall accept, any other contracts or contract rights of the City in or to the Science Center . -26- . < , 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 ) if the Tenant shall fail to pay any basic rent and other amounts required to be paid under Sectians 3.02 and 6 . 09 on or before the date that any such payment is due, or within ten ( 10 ) days after mailing of a notice to it by the City that it has not been received on the due date; ( 2) if the Tenant shall fail to observe and perform any other covenant, condition or aqreement 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 �o remedy such default provided that the Tenant is proceeding with reasonable diligence to remedy the same; _ ( 3) if the Tenant shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any present or future federal bankruptcy act or under any similar federal or state law, or shall be adjudi- cated a bankrupt or insolvent, or shall make an assignment for the benefit of its creditors or shall admit in writing its inability to pay its debts generall.y as they become due, or if a petition or answer proposing the adjudication of the Tenant as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed 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 the Tenant or of all or substantially all of the assets of the Tenant or of the Science Center shall be appointed in any proceeding brought against the Tenant and shall not be discharged within ninety ( 90 ) days after such appointment or if the Tenant shall consent to or acquiesce in such appointment, or if the estate or interest of the Tenant in the Science Center or a part thereof shall be levied upon or attached in any proceed ing anc3 such process � shall not be vacated or discharged within sixty ( 60) days after such levy or attachment, or the Science Center shall be left unoccupied by the Tenant for a period of sixty ( 60 ) consecutive days, or the charter of the Tenant shall expire or be annulled or the Tenant shall be dissolved or liqui- -27- � • . dated (other than as a result of a merger or consolidation of the Tenant into or with another corporation under the conditions permitting such actions contained in Section 6.07 ) . 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; ( 1) the City �ay, at its option, declare all installments of basic rent payable under Section 3.02 for the remainder of the term of this Lease, or so much thereof as is necessary to discharge the obligations of the City under the Lease-Purchase Agreement, 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, re-enter and take possession of the Seience Center without termination of this Lease, and use its best efforts to sublease the Science Center for the account of the Tenant, holding the Tenant liable for the difference in the rent and other amounts payable by the subleasee and the rents and other amounts payable by the Tenant hereunder ; ( 3) the City may, but shall not be required to , terminate this Lease, exclude the Tenant from possession of the Science Center , and use its best efforts to lease the Science Center to another for the account of the Tenant, holding the Tenant liable for all rent and other payments due up to the effective date of such leasing and for any difference between such new rents and the rents specified hereunder ; or (4) the City may, but shall not be required to, determine to operate and maintain the Science Center or any part thereof on its own behalf without terminating the Lease, holding the Tenant liable for all basic rent due under this Lease each year , less the net revenues derived for such year by the City from such operation, determined in accordance with generally accepted accounting principles; ( 5) the City may require the Tenant to furnish copies of all books and records of the Tenant pertaining to the Lease; (6 ) the City may take whatever action at law or in equity may appear necessary or appropriate to collect the rent then due and thereafter to become due , or to enforce performance and observance of any obligation, agreement or covenant of the Tenant under this Lease . -28- .. . - . Section 8 .03. Disposition of Funds. Any amaunts collected pursuant to action taken under Section 8 .02 shall be credited to the Science Center Lease-Purchase Agreement Funci and used to aischarge the obligations of the City under the Lease-Purchase Agreement. Section 8 . 04 . rlanner 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 u�on 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 .05 . 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 a�torneys and such other expenses so incurred. Section 8 .06 . Effect of 6Vaiver . 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 .07 . Waiver of Stay or Extension Laws. 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 whatsoever 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 cove- nants 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 . -29- � � , ARTICL,E 9 General Section 9 . 01 . Notices. All notices, certificates ar other communications hereunder shall be sufficiently given and shall be deemed given when 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 of IIepartment of Finance and Management Services To the Tenant: The Science tlusuem of Minnesota 30 East Tenth Street St. Paul , Minnesota 55101 To the Corporation: Twenty Broadstreet Leasing Company, Incorporated 1345 Avenue of the Americas New York, New York 10019 Attn: Robert Butler 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 unenforce- able 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. -30- ' � Section 9 .05. Exercise of City Powers. No provision of this Lease is intended to or shall have the effect of res�ricting the lawful exercise by the City af any of the powers conferred upon it by its Charter or state Zaw, including the power to levy special assessments for local improvenents. IN WITNESS WHEREOF, the City and the Tenant have caused this Lease to be executed in their respective corporate names and their respective corporate seals to be hereunto affixed �nd attested by their duly authorized officers, alI as of the date first above written . CITY OF ST. PAUL, MINNESOTA By George, Latimer , Its Mayor And Bernard J. Carlson, � Its Director of Department Form Approved: _ Finance and rianage- ment Services And -- Assistant City Attorney Rose t•Six, Its City Clerk (SEAL) THE SCIENCE MUSEUP4 OF MINNESOTA By � Wendell A. l�iordy, Its President Attest: Its Secretary (SEAL) -31- , ' � STATE OF tdINNESOTA) ) SS. COUNTY OF RANiSEY ) On this day of July, 1978 , before me, a notary public in and for said county and state, personally appeared George Latimer , Bernard J. Carlson and Rose �Iix 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 reside in St. Paul , Minnesota; that they are respec- tively the Mayor , the Director of the Department of Finance and hlanagement Services, and the City Clerk of the City of St. Paul , Minnesota, the incorporated municipality described in and which executed the foregoing instrument; that they know the seal of said City, and that the seal affixed to said instrument is the seal of said City; that said instrument was signed and sealed 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 deed of said City by it voluntarily executed. IN WITNESS WHERBOF, I have hereunto set my hand and official seal this day of July, 1978 . �Notary Public My commission expires , 19 . (NQTARIAL SEAL) -32- .n .. ,. � STATE OF MINNESQTA) ) SS. COUNTY OF RAh1SEY ) On this day of July, 1978 , before me , a notary pablic in and for said county and state, personally appeared 6�endell A. hlordy and to me personally known and known to be 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 reside in Ramsey County, f4innesota; that they are respectively President and Secretary of The Science yiuseum of Minnesota, the corporation described in and which executed the foregoing instrument; that they know the seal of said corporation, and that the seal affixed to said instrument is the seal of said corporation by authority of its Board of Directors; 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 on this _ day of July, 1978 . �� Notary Public My commission expires , 19 . (NOTARIAL SEAL) -33- �_ r � . • � Exhibit A I. Legal Description of Science Center Air Ri hts Parcel: � All that certain parcel or parcels of land in the City of Saint Raul, 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. II. Description of Contract Rights to Science Center: All rights of The Science Museum of Minnesota under the following contracts: Owner-Architect Agreement dated February 28, 1977, with Hammel, Green and Abrahamson, Inc. Contract for Sale of Land for Private Redevelopment (A/K/A Land Disposition Contract) dated July 15, 1976, with the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota. n� . � . . , � � and the Corporation, whereby the Corporation has agreed to lease and sell the Science Center to the City and the City has agreed to lease and purchase the Science Center from the Corporation; Lease�Purchase Payments: the payments to be made by the City to the Corporation or its designee under Section 3 of the Lease-Pur. chase Agreement; Lease-Purchase Price: the purchase price of $11,400 ,000 to be paid by the City to the Corporation for the Science Center under the Lease-Purchase Agreement, a portion of which is included in each Lease-Purchase Payment due af�er June 15 , 1988; Net Proceeds: with respect to any insurance payment or condemnation award, the gross proceeds remaininq 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 specia� assessments not then delinquent; (B) utility, access and other easements and rights-of-way, restrictions and exceptions that an independent engineer certifies will not interfere with or imnair 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, material- man' s, supglier ' 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 Entertain- ment 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 l , 1976 and relating to the furnishing of certain equipment for the Science Center ; Science Center : (A) the real property, easements and other rights described in Exhibit A, -2- , r „ Development Agreement (A/K/A Four Party Agreement) and various modifications dated October 7, 1975, August 16, 1976, November 12, 1976 and September 1, 1977, with the City of Saint Paul, the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, and various joint venture developers of adjacent - � property. Vertical Easement Agreement dated as of July l, 1978, with the City of Saint Paul. Owner-Contractor Agreement dated November 9, 1976, with Bor-Son Construction, Inc. Contract for Purchase of Basic Spitz Space Transit Simulator (STS) System dated May 1, 1976, as modified to date with Spitz Space Systems, Inc. Contract for Purchase of Planetarium Dome dated December 17, 1976, with Spitz Space Systems, Inc. Contract for Purchase of Omnimax Projector dated February 26, 1976, with Imax Entertainment, Ltd. Sound System Contract dated August 12, 1977, with Paramount Sound Systems, Inc. Purchase Order for Century 35/70 mm Projector and related equipment dated February 9, 1978, with Filbert Company. Contract with Graphic Films, Inc. dated February 15, 1977. Contracts (two) with Charles Nasby Associates, Inc. dated June 15, 1977. Purchase Order for lighting tracks dated May 12, 1978, with Commonwealth Electric Company. Purchase Orders for carpeting dated February 2, 1978 and November 9, 1977, with R. W. Squire, Inc. Purchase Order for lumber for walkways dated October 18, 1977, with Emmer Twin Cities, Inc. Purchase Orders for lighting fixtures dated December 21, 1977 and March 1, 1978, with Barber Electric Supply, Inc. Contract for construction and installation of hearth dated December 8, 1977, with Don Harley Associates. Contracts for construction on second floor dated March 21, 1978, May 2, 1978, May 3, 1978, with Steinbach Construction Company. 2 III. Description o_f Personal Property and Trade Fixtures to be Assigned A. STS SYSTEM 1. STS Equipment . a. Star Ball including: 1) Moving Horizon Cutoff 2) Star Ball Interface Unit with maintenance and Test Panel b. 5 Projectors, including Spitz Planet Projector P/N D202154 and Lamp Source c. 1 Sun Projector including: 1) Xenon Light Source 2) Interface Unit d. 2 Image Projectors including: 1) Xenon Light Sources 2) Interface Units e. Computor and Electronics for STS System including: 1) Spitz Programmable Subroutine Patch Panel , P/N C117001 2) Spitz Programmable Relay Closure Crosspoint Unit 3) (2) Skirpan SED-6 x 2 Dimmer Units (6,2KW dimmers each) 4) Control and Drive Electronics for Zoom Projector P/N D202413 5) Control and Drive Electronics for Planet Projector P/N C202401 6) Decoding, Amplification and Modification Units for all STS Console Controls for the STAS 7) Interface Units f. Control Console including: 1) Mainframe (4) 2) Direct Control Panel 3) Program Control Panel 4) Logic Control Panel g. MCS Console h. Computer i. Auxiliary Astronomical Projectors including: 1) Hand Sextant Projector 2) Portable Power Supply 3) Cardinal Point Projectors 4) Pointer Projector 5) Zenith Projector 6) Latitude Projector 7) Desk Lamp j . Test Units 1) Planet, Sun and Image Projector Test Unit 3 2) Light Control Test Unit k. System Cables 1. (8) Software Platters 2. Auxiliary Equipment a. Planet Projector b. 4 Slide Projectors c. 1 Spitz Zoom Projector P/N E201985 modified with larger (5") output optics B. MUI,TI-MEDIA SYSTEM 1. Panorama and Multi-Slide Systems a. (27) Buhl QBC-24 High Resolution Slide Projectors b. (27) Buhl f:2.8, 4.5" F.L. Projection Lenses c. AVL Show Pro V Multi-Image Controller d. (6) AVL Mark VII Power Packs . e. (3) Overhead Projectors 1000 Watt Buhl Model 80/14-1000 f. (20) Singer Model SM1000 700 Watt Film Strip Projectors g. 2 Dimming Control Circuits (2000 Watts) h. 10 Dissolve Units (3 Dissolve Rates) i. 1 30-Channel Programmer j . Assorted Projection Lenses k. Paper Tape Punch, Paper Tape, S1ide Trays, Spare Lamp, etc. 2. Special Effects System a. (20) Single Slide Projectors 100 Watt, Standard 333 CN b. (20) Film Strip Projectors (Standard 700 Watt Type) c. (2) Century-Strand Cloud Projectors d. (3) Overhead Projectors (1000 Watt) , Modified for Special Effects e. Projection Orrery (Conic) f. (10) Port Closures for pome-Spitz P/N D115721 C. 70/35 mm PROJECTION EQUIPMENT l. Century 35/70 mm Projector, model JJ-3 including: a. Cine-Focus Film Stabilization b. UVIR - 2 Heat Filters c. Projection Mechanism, with Changeover, Lens Hardware, Water-Hose Connectors, Lubricant, Aperture Plates for 35 mm and 70 mm, and Double Shutter d. Magnetic Film Reproducer with 35 mm and 70 mm Magnetic Heads e. Optical Sound Reproducer with Motor Drive and Slow- Start Motor Resistor Kit 4 f. Upper and Lower 35/70 mm Magazines 2. Century CX Pedestal Base 3. Century C8-T-360 Water Recir�ulator 4. Super Orcon H-4500 Horizontal Xenon Illuminating System, 4500 Watt Capacity, Including Rectifier Power Supply . 5. Orcon 70-A Optical Adapter for 70 mm 6. (2) Orcon XL450Q Xenon Bulbs, Warranty 1000 Hours 7. D-150 Curvulon Projection Lens, E.F. 2.0" or Greater, as required 8. Neumade PRT ULTRA Power Rewind Table for Reels to 27" Diameter 9. Goldberg Film Storage Cabinet for 26" Diameter Reels to accommodate 3 - 70 mm Reels or 6 - 35 mm Reels 10. (6) 22" Diameter 70 mm Solid-Hub Reels 11. (6) 22" Diameter 35 mm Solid-Hub Reels 12. 70 mm Split Reel, 2000' Capacity 13. (2) 35 mm Split Reels, 2000' Capacity 14. Neumade Tape Splicer, 35 mm 15. Guillotine Tape Splicer 70 mm 16. Amplification Equipment, including: a. 2 Qptical Preamp (one spare) � b. 10 Magnetic Preamp c. 1 12K Filter d. 2 Shielded Tray e. 1 Dual Preamp Power Supply f. Dual Exciter Supply g. Master Gain Control h. 28" Wall Rack for Above Items i. 8 Channel Power Amp Switcher j . 8 Watt Booth Monitor D. OMNIMAX SYSTEM 1. Omnimax Projector, including: a. (1) Elcan Fisheye Lens b. Lamp House c. Reel Deck d. Coolant Conditioning Units e. Control Console f. Electrical Control Unit g. Rectifier h. Oil Free Compressor 2. Over-Sized Reel Deck for 48-minute Program (SO" Reels and Transfer Unit) 3. Operating Platform 4. Projector Lift Mechanism 5. Rewind Tables 6. Ultrasonic Splicer 5 7. 35 mm 6-Track Sound Reproducer (with Interlock Control) 8. Auxiliary Elcan Fisheye Lens 9. (4) Auxiliary 8K Lamps 10. (4) Spare 50" Reels E. SOUND SYSTEM (12) Theater Loudspeakers (each consisting of two low frequency speakers, one mid frequency horn, one high frequency lens) (6) Bass Loudspeakers - 24" Diameter , (4) Control Room Monitor Loudspeakers (21) Lobby Loudspeakers 35 mm Sprocketed Film Reproducer 35 mm Sprocketed Film Reproducer/Recorder (14) Power Amplifiers and Associated Transformers, Potnetiometers, Power Supplies, Relay Switches, and Frequency Dividing Networks DBX Noise Reduction Unit for Six Channel Use Recording Control Console - 16 Tnputs, 4 Outputs Mixer/Preamp for above Phonograph Reproducer & Preamp/Equalizer/CD-4 Decoder ' Tape Recorder/Reproducer - Twin Channel Tape Recorder/Reproducer - Four Channel Cassette Recorder/Reproducer - Twin Channel (2) Lavalier Microphones (4) Super Cardioid Dynamic Microphones (2) Cardioid Dynamic Microphones (2) Condenser Microphones (4) Floor Stands for Microphones (4) Desk Stands for Microphones Radio Microphone System - Transmitter & Receiver F. PRODUCTION EQUIPMENT • (2500) Slide Mounts Light Table Slide Storage Cabinet and Base Unit (30) Slide Trays (45) Projector Lamps (10) Reversible Motors (4) Bearings 1/2" Recording Tape (Carton) 1/4" Recording Tape (Carton) (4) Splicing Blocks Head Demagnetizer Bulk Eraser (7) Projector Lenses Polarizing Materials (Package) 6 Air Brush, Compressor & Hose Drawing Table Rapidograph Set G. LIGHTTNG SYSTEM . 1. 3 Unit Perimeter Core Lighting System a. Blue b. Amber c. White 2. 3 Bright Work Lights (400 Watts) 3. Theatrical Lighting System a. (6) 6" Fernell Spot Lights b. (6) 4" Elipsoidal Spot Lights c. Follow Spot Light 4. Lighting Control System a. (12) 4000 Watt Dinner Controls H. PROJECTION DOME I. SEATING 330 Omnitheater Seats J. CARPETING Exhibit Area - 4445 Square Yards ��DOR-17, Mohawk Duotron Carpet Omnitheater Carpeting K. ELECTRONIC EQUIPMENT Tektronic Function Generator Protective Cover Tektronic Power Mainframe Universal High Speed Digital Counter � High Speed Digital Multimeter Extra Shelving for Model 3 Cart Tektronic ��7603 Oscilloscope Tektronic 7B53A Dome Base Module Dual Trace Amplifier Tektronic ��AM502 Differential Amplifier Scope Cart Dual Trace Oscilloscope Simpson 260 Voltmeter (4) Power Supplies Simpson Amp-Clamp (2) Tektronic 010-6105-03 Probes (3) Tektronic 010-6101-03 Probes 7 L. SHOP TOOLS Drill Press Micrometer Caliper . Tap & Die Set' Hammer Wet/Dry Shop Vac (4) Safety Goggles Needle File Set (8) C Clamps Level Corobination Square Vise Hex Key Set (4) Pliers Screwdriver Set � (2) Drill Bit Sets Circular Saw & Case (2) Tape Measures (10) Extension Cords � (4) Outlet Strips Wrench Set Tool Box Electrical Repair Kit Dial Caliper Nut Driver Set Tin Snips (3) Hole Saws and Mandrel M. PHOTO EQUIPMENT (3) Nikon Camera Bodies (5) Camera Lenses Strobe & Charge Unit for Cameras Tripod Slide Copier - Illu►nitran Camera Case N. EQUIPMENT FOR GENERAL OFFICE (8) Herman Miller Office Modules (8) Executive Chairs (8) Desk Chairs Secretarial Office Module Secretarial Chair (2) Filing Cabinets Desk Calculator 8 (2) Hand Calculators Dictaphone Transcriber 0. FIRST FLOOR EXHIBIT ITEMS . Reaction Tester Device Myometric Trainer Machine Temperature Trainer Machine Galvanic Skin Response Machine � (2) Digital Heart Beat Measurers Muscle Measurer Device (3) Iris Measurer Devices Retina Testing Device (4) Color Perception Devices Star Tracer Device (2) Optical Illusion Exhibits Eye Model (2) Audio-Delay Exhibits (3) Bike Generators Electric Air Bike Generator ' ' (2) Gyroscope Chairs and Gyroscopes Whisper Dishes Probability Device Color Mixing Exhibits Image-Making Exhibits (3) Models of Geometric Shapes P. SECOND FLOOR EXHIBIT ITEMS Natural Dye Exhibit Material Weaving, Spinning and Rope-Making Equipment Music Cart Face-Painting Equipment Masks Mayan Exhibit Items Harvest Exhibit Items Pre-Historic Tool Kit Ojibwe Bark House, Birchbark Containers, Wood and Stone Tools, and Beadwork Plus all other exhibit equipment and materials to be acquired by the Museum as described in IV therein. Q. LOBBY FURNITURE (8) 2 Seater Sofas - Type 1 (17) 2 Seater Sofas - Type 2 9 (16) Floor Ash Urns (3) Circular Seating Units - Type 1 (5) Circular Seating Units - Type 2 (9)� Litter Receptacles (6) Circular Planters � (5) Floor Table/Lamps IV. Material and Equipment to be Acquired The Science Museum of Minnesota plans to acquire the following types of material and equipment. This list is illustrative only and is subject to modification by the Museum. A. FIRST FLOOR EXHIBIT TTEMS EKG Bicycle Depth Perception Testers Left-Right Hearing Acuity Device Brachistochome Exhibit Aerodynamics Device Glass Reflection Device Vision Testing Device Lung Volume Meter Biorhythm Computor Program Peripheral Vision Tester Strobe Light Exhibit Right Angle Mirror Delayed Vision Device Hearing Tester Tone Memory Tester Handicapped Exhibits Printing Press Communications Exhibit Computer Game Solar Cooker Reverse Parabola Various Mirrors Various Lenses Light Exhibits Math Devices Vacuum Exhibits Gravity Exhibit Momentum Machine Perception Gallery B. THTRD FLOOR EXHIBIT ITEMS 10 1. General Biology Laboratory, including: a. Scanning Electron Microscope b. Portable Television Camera c. Insect Life Cycle Exhibits d. Burying Beetles Exhibits - e. Spider Exhibit f. Bumblebee Hive g. Microscopes h. Wheat Exhibit i. Plant Exhibits j . Dissecting Scope • 2. Embryology Laboratory, including: a. Human Life Mural b. Human Fetuses and Embryos c. Human Birth Models d. Varieties of Eggs e. Bird Comparison Game 3. Behavior Laboratory, including: a. Skinner Box b. Behavior Exhibits c. Mask and Makeup Exhibit d. Display Greenhouse e. Geotropism Display 4. Taxidermy Laboratory, including: a. Boa Model and Skeleton b. Dog Vascular Chart 5. Weather or Climate Laboratory, including: Large Globe 6. Solar Laboratory, including: Solar Energy Experiments 7. Paradigm (Futures) Laboratory, including: ESP, Biofeedback, Black Holes and Accupuncture Exhibits 8. Microprocessor I.aboratory, including: Computor Exhibits 11 �• TIIE SCII;NCE MUSEUM OF MINNESOTA Summary of Capital Cost Budget Showing Expenditures and Accrued Obligations Through 7/13/78 EYPENDITURES AND • ACCRUED OBLIGATIONS TOTAL T1iR0UGH 7/13/78 BALANCE Construction of Buildin� $ 4,000,000 $ 3,843,461 $ 156,539 Shell Air Rights Acquisition 146,486 146,486 -0- Costs Gallery Construction 450,000 450,000 -0- Professional Services 900,000 839,554 60,446 Omni - Equipment, Film and 2,234,000 2,163,770 70,23Q Pre-opening Start Up Exhibits * 3,750,000 1,354,000 2,396,000 $11,480,486 $ 8,797,291 $ 2,683,215 Underwriting and legal 400,000 400,000 -0- $11,880,486 $ 9,197,271 $ 2,683,215 * Exhibit costs projected at standard commercial rate of $125 per square foot for 300,000 square feet of exhibits. � . , EXHIBIT B Schedule of Basic Rent Payments (Payment schedule to be computed on the basis of the Schedule of Lease - Purchase Payments attached as Exhibit B to the Lease - Pur- chase Agreement, except that the dates for the Basic Rent Payments shall be six months in advance of the dates the Lease - Purchase Payments are dua) � �� .. ' �- CITY OF �.E�I1'�7JT �AUI. c); ��:� �` :r,,_,s...��- f � , z� �` � , � [((� OFFZ�E OF T�.IE CIT� COUNGIL � ;�� " � � 4 . � -� .;� �;� { �,.,, 4..;� �� , _r �;' Date : July 10, 1978 ��;�� `i � � � � i i � � 1� � f� 1� � TO : Saint Paul City Councii � F R O M � C��ft tti t#i`�@ O FI ANCE, MANAGEMENT AND PERSONNEL � RUBY HUNT hairman, makes the fol lo�rring report on C. F. [� Ordinance C1 Resolwtion . �] Other T iTL� : The Finance Committee, at their meeting of July 10, 1978, took the following action: 1 . Recommended approval of the tax-exempt financing agreement for the � Science Museum. 2. Recommended approvaJ of the extension of the Springsted Contract for one year. CIT�' HALL SEVENTH FLOOR SAINT PAUL, b4I\NESt)TA SS1Q2 4 ,,J