The URL can be used to link to this page

03-991Page 1 of 2 Council File # 03-991 Green Sheet # 3007229 NIINNESOTA Presented By Referred To 2 Committee: Date: Relating to Conshuction and Financing of Fire Station No. 8 with City Funds 4 WHEREAS, the City Council of the City of Saint Paul, Minnesota, as previously adopted its resolution 5 No. CF-No. 03-684 (the "Resolution") authorizing City staff to work with the Saint Paul Port Authority (the 6"Port Authorit}�') and the State of Minnesota (the "State") on the design of the new state office building facility 7 to be located on the block bounded by Minnesota Street, Cedar Street, 11"' Street and 10�` Street to 8 accommodate the co-location of a new Fire Starion No. 8 at that site; and 9 10 WHEREAS, the Resolution further authorized the Port Authority to proceed with a fmancing proposal 11 and construction plans for a new, co-located, Fire Station No. 8; and 12 13 WHEREAS, the staff of the City, in cooperation with the Port Authority and the State, have presented to 14 the City plans for the design and conshuction of a new Fire Station No. 8, co-located with the proposed state 15 office building; and 16 17 WHEREAS, the staff of the City has presented the City with a proposal that would provide for the 18 financing of the construction of the proposed new Fire Station No. 8 with City Funds and the execution of a 19 lease in the form attached hereto as Exhibit A(the "Lease") providing for the Port Authority to construction and 20 lease the fire station to the City, as long as necessary to provide for the construction of the fire station, and for 21 the State to lease the fire station to the City thereafter; and 22 23 WHEREAS, the City continues to believe that the co-location of Fire Station No. 8 in the state office 24 building is desirable, and has determined that the construction of Fire Station No. 8 should be funded with City 25 funds. 26 � 27 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Pau1,1�2ii�esota,.as " 28 follows: 29 30 31 32 33 34 35 36 37 1. The Lease is approved in substantially in the form attached, with such changes as may be approved by City staff and counsel, as contemplated by paragraph 2, below, and the Mayor, City Clerk and Director, Office of Financial Services, or such other officers as may be appropriate in the absence of any such officers, are hereby authorized to execute the Lease, as modified pursuant to paragraph 2, and any other documents and certificates which in the opinion of City staff and counsel are necessary to the transaction described and approved herein and in the Lease. 2. The approval hereby given to the execution of the Lease includes approval of such additional , 03-991 Page 2 of 2 1 details therein as may be necessary and appropriate, and such modifications thereof, deletions therefrom and 2 additions thereto as may be necessary and appropriate and approved by the City's Director, Office of Financial 3 Services. 4 5 3. City staff and officers aze hereby authorized and directed to prepaze and furnish to counsel to the 6 Port Authority and the State certified copies of proceedings and records of the City relating to this action. 7 4. The 2003 City budget is amended as attached in exhibit B. 9 10 11 12 13 14 15 16 17 18 19 20 21 Yeas Nays Absent Benanav � Blakey ,/ Bostrom ✓ Coleman � Harris ,/ Lantry J S / Adopted bv Council: Date ��/, �! a?pQ3 __ Requested by Office of Financial Services By: d� • Approved by Financial Servi, es By: I`�1 c � Form Approved by City Attorney By: �s�t.. (7� , /!P./� SigaQd: �� `"'�`t-� � k.�,;�� 03 � � � I LEASE AGREEMENT Dated as of November 19, 2003 PORT AUTHORITY OF THE CITY OF SAINT PAUL (LESSOR) R►`17 CITY OF SAINT PAUL, MIlVNESOTA (LESSEE) 2403526 Fire Siation Lease Purchase Agreement without Bonds - PA to City D 3 " 9 � � TABLE OF CONTENTS ARTICLE I - DEFINTI'IONS .......................................................... Section 1.01 Defined Tem�s Generally ....................................... Secfion 1 A2 Addirional Provisions as to Interpretation ............... AR"ITCLE II— LEASE OF FIIZE STATION PARCEL ............................... Section 2.01 Lease of Fire Station Pazcel to Port Authority; Rent.......... Section 2.03 Lease Texm ........................................................................ Section Parldng ................................................................................ Secrion Net Lease ............................................................................. Section 2.06 TeiYnuiation by the City ........................................................ Section 2.07 Reversion of Improvements to State on Teinunation............ ARTICLE III — GENERAL REPRESENTATIONS ..................... Secfion 3.01 Representarions by the City ................................. Secrion 3.02 Representations by the Authority ........................ ....................................... ....................................... ....................................... ........................................ ....................................... ........................................ ....................................... ....................................... ...................................... ...................................... ...................................... ...................................... .........2 .........2 .........7 .........7 .........7 .........8 .........8 .........9 .........9 .........9 ......10 .......10 .......11 ARTICLE IV — COMPLETTON OF FIILE STATION AND PAYMENT OF PROJECT COSTS ............12 Section 4.01 Completion of Fire Station .................................................................................................12 Section 4.02 Payxnent ofProject Costs ....................................................................................................12 Section 4.03 Design and Constructiori of the Fire Station .......................................................................12 Section Project Costs ......................................................................................................................13 Section 4.05 Approval of Construcrion Documents ................................................................................14 Section Material Changes ..............................................................................................................15 5ection 4.07 Obligation of the Pariies to Cooperate in Furnishing Documents .......................................16 Section 4.08 Remedies to be Pursued Against Contractors and Subcontractors and Their Surefies ........16 ARTICLE V— STATE LEASE AND OPTION TO PURCI3ASE ............ Section 5.01 State Lease ...................................................................... Section 5.02 Option to Purchase .......................................................... ........................................ ARTICLE VI — USE, NIAINT'ENANCE, CHARGES AND INSURANCE ................... Section 6.01 Use of Fire Station Pazcel and Fire Station ............................................ Section6.02 QuietEnjoyment ................................................................................... Secrion 6.03 Maintenance of Fire Station by the City ................................................ Section 6.04 Structural Maintenance and Party Walls .......................................... Section Alterations ............................................................................................. Section Liens ..................................................................................................... Section 6.07 Taxes, Other Govemmental Charges and Other Charges ....................... Section 6.08 Properry Insurance ................................................................................. Secrion 6.09 General Liability Insurance ................................................................... Secrion 6.10 Addirional Provisions Respecting Insurance .......................................... ARTICLE VII — DAMAGE, DESTRUCTION AND CONDEMNATION...... Secrion 7.01 Damage, Destruction and Condemnation ............................... .........16 .........16 .........17 ............17 .......:....17 ............17 ............17 ............17 ............19 ............19 ............20 ............20 ............20 -°°----... .........22 .........22 2403526 1 Fu�e Station Lease Pwchue Agreement without Bonds — PA to City 03��R Section 7.02. Application of Insurance Proceeds .................................. Section 7.03. Application of Condemnarion Proceeds .......................... Section 7.04. Agreement Regarding Demolition ................................... Section 7.05. Payments Due .................................................................. Section 7.06 Cooperation of the Port Authority .................................... .................................22 .................................23 .................................23 .................................24 .................................24 ARTICLE VIII — EiWIliONMENTAL MAT°IBRS .............................................................. Section 8.01 Environmental Remediation ......................................................................... Section 8.02 City's Environmental Representations and Warranties ................................ Section 8.03 Port Authority's Environmental Representafions and Warranties ............... Section 8.04 Environmental Notice Requirements ............................................................ Section 8.05 Waiver or Excuse of Environmental Liability .............................................. ARTICLE IX — SPECIAL COVENANTS ...................................................... Section 9.01 Warranty of Condirion or Suitability ....................................... Secrion 9.02 Port Authority's Liabilities ..................................................... Section 9.03 Granting of Easements ............................................................ Secrion 9.04 Port Authority to Observe Laws, Ordinances and Regulations Secrion 9.05 Further Assurances .................................................................. ..................24 ..................24 ..................24 ..................25 ..................25 ..................26 ..................................26 ..................................26 ..................................26 ..................................26 ..................................27 ..................................27 ARTICLE X— ASSIGNMENT, SUBLEASING AND SELLING .............................................................27 Secrion 10.01 Assignment and Subleasing ..............................................................................................27 ARTICLE XI— EVEN'I'S OF DEFAULT AND REMEDIES .:..................................................................28 Section Events of Default ..............................................................................................................28 Section 11.02 Remedies on Default ........................................................................................................28 Secrion 11.03 Remedies Cumulative; Delay Not to Consritute Waiver ...................................................28 Section Advances ..........................................................................................................................29 ARTICLE XII - MISCELLANEOUS ......................................................... Section 12.01 Notices ........................................................................... Section 12.02 BindingEffect ................................................................ Section 12.03 Amendments. Changes and Modifications ..................... Section 12.04 Counterparts ................................................................... Secrion 12.05 Short Form Lease ........................................................... Section 12.06 Severability .................................................................... Section Caprions ......................................................................... ......................................29 ......................................29 ..................................... 3 0 .....................................30 ..................................... 3 0 ..................................... 3 0 ....... ............................... 3 0 ......................................30 ARTICLE XIII - NON-LIABILTTY AND INDEMNIFICATION OF Tf� PORT AUTHORPl'Y .............31 Section 13.01 Port Authority not Liable .................................................................................................31 Section City Immunities ...............................................................................................................31 Section 13.03 Port Authority Immunities ...............................................................................................31 Exhibit A- Legal Description of Development Property ........................................................... A-1 Eachibit B— Description of Fire Station .......................................................................................B-i Exhibit C- Legal Description of Fire Station Pazce1 ....................................................................C-1 Exhibit D— Design Development Drawings ............................................................................... D-1 Exhibit E — Permitted Enci:mbrances ..........................................................................................E-1 2403526 11 Fire StaIIOn I.ease Purchase A�eement without Bonds — PA ro City D3- 9 �1 Exhibit F— Fire Station Timetable......... Eachibit G— Depiction of Party Walls .... E�ibit H— Fire Station Budget ............................................................. E�ibit I— Depiction of On-Street Pazking described in Section 2.04 .. ................................... F-1-1 ..................................... G-1 ..................................... H-1 ...................................... I-1 2403526 111 Fire Station Lease Pwchase Agreement vrithout Bonds — PA to City 03-99( LEASE AND OPTION TO PURCHASE AGREEMENT THIS LEASE AGi2EEMENT, sl�all be effective as of the 19�' day of November, 2003, and is made and entered into by and between the Port Authority of the City of Saint Paul (the "Port Authorit�'), a port authoriry created under the provisions contained in Mivn. Stat. § 469.049 and the City of Saint Paul, Minnesota (the "Cit�'). WITNESSETFI: WHEREAS, Chapter 393, Section 13, Subds. 6, 7& 8 and Chapter 400, Section 13 of Misuiesota Laws of 2002 authorizes the State of Minnesota (the "State") to enter into a long-term lease-purchase agreement for the development of office facilities in the City of Saint Paul (the "City") to be occupied and used by various entities of the State; and WHEREAS, Minnesota Laws of 2003 l Special Session, Chapter 20, Article 1, Section 18 amends Chapter 393, Section 18, Subd. 8 to authorize the State to provide State owned land that will be the subject of such long-term lease purchase agreement by leasing such land for a term equal to the term of such long term lease purchase agreement; and WHEREAS, the State is the owner of that certain real property (the "Development Property") located in the County of Ramsey, State of Minnesota legally described in Exhibit A attached hereto and incorporated herein by reference; and WHEREAS, the State has leased the Development Properiy to the Port Authority pursuant to an Amended and Restated Ground Lease Agreement dated as of October 1, 2003 (the "Ground Lease"), and has, in turn, leased the Development Properiy from the Port Authority pursuant to a Lease and Purchase Option Agreement dated as of November l, 2002 as amended by the First Amendment to Lease and Purchase Option Agreement dated as of October l, 2003 (the "Building Lease"); and WHEREAS, the City has asked the Port Authority to act as its project manager in connection with the design, construcrion, fiunishing and equipping of the fire station facilities described on E�ibit B hereto (collectively the "Fire Station") on the surface, air and utility rights parcel depicted in Exhibit C attached hereto and incorporated by reference and to be legally described as reflected in the Survey (defined herein) (the "Fire Station Parcel"), which legal description sha11 be incorporated into and become a part of this Lease Agreement upon delivery of the Survey, as if by amendment, and to lease the Fire Station Parcel and the Fire Station to the City under the terxns provided herein; and WHEREAS, the State has leased the Fire Station Parcel to the Port Authority pursuant to the Fire Station Lease described herein, and the Port Authority is willing to lease the Fire Station Parcel and the Fire Station to the City for that purpose and on the terms described herein; and 2403526 F�re Station Lease Purchase Ageement without Bonds - PA to CiTy o3-99r NOW, THEREFORE, in consideration of the mutual covenants hereinafter set fortt�, the Port Authority and the City agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms Generally. In addition to the words and ternvs elsewhere defined in this I,ease Agreement, the following words and terms as used in this Lease Agreement shall haue the following meanings unless the context or use indicates another or different meaning or intent and such definitions shall be equally applicable to both the singulaz and plural forms of any of the words and terms herein defined: "AcY' means Chapter 393, Secfion 13, Subd. 6, 7 and 8 and Chapter 400, Section 13 of Minnesota Laws of 2002, as amended, and Minnesota Statutes Chapters 469 and 475, as amended by Chapter 20, Article l, Section 18 of Minnesota Laws of 2003, 1 Special Session, and as such may be amended in the future from time to time. "Architect" means the registered architect, or azchitectural firxn, licensed and in good standing in the State of Minnesota, who ar which is selected as the lead design and production architect for the Project. "Building" means the office, parking facilifies, and stairwell tower to be constructed on the Development Property pursuant to the Building Lease (exclusive of the Fire Station Parcel), as more fully described in the Building I.ease. "Building Completion Date" means the date on which the Building has been substantially completed to the degree that construction of the Fire Stafion can begin, and shall be evidenced by a certificate, in recordable form, signed by both the State and the Port Authority specifically delineaEing such date. "Building Lease" means the Lease and Purchase Option Agreement dated as of November 1, 2002 and axnended by the First Amendment to Lease and Purchase Option Agreement dated October l, 2003 and entered into between the Port Authority, as lessor and the State, as lessee, whereby the Pot Authority has leased the Development Properry and the Building to the State, as such lease may be fiirtlier amended, from time to time. "Certificate of Completion" means the written certification issued by the MPCA pursuant to Minn. Stat. § ll5B.175. "Cit}�' means the City of Saint Paul, Minnesota. "City's Project Representative" means 2403526 2 Fire Station I.ease Purchase Ag'eement without Bonds — PA to Ciry 0 3 - 991 "Condemnation Proceedin�' means a proceeding under which any part of the Fire Station Pazcel or Fire Station is taken by any govemmental body or by any person, firm or corporarion acting under governmental authoriry under such entity's rights of eminent domain. "Coustmction Costs" means the Project Costs identified in paragraphs B, C, D, E, F, G and I of Secrion 4.04, as it may be revised from time to time, and including any budget subsequently prepazed for Modificarions or other improvements to the Fire Station or Fire Station Pazcel. "Construcfion Documents" means the drawings, technical specifications and other construction related documents prepazed by licensed architects and engneers of record, and any and alI attachments and addenda thereto, as submitted to and approved by the local permit authorities for construction. "Design Center" means the Saint Paul on the Mississippi Design Center designated by the City as having responsibility for the integration and itnplementation of the Saint Paul on the Mississippi development framework. "Design Development Drawings" means the design development drawings for the Fire Sta6on and related improvements described in Exhibit D attached hereto. "Development Propert�' means the real property legally described in Exhibit A hereto. "Environmental Laws" means any statute, rule, regulation, law, ordinance or code, whether local, state or federal, that regulates, creates standards for or imposes liability or standazds of conduct concerning any element, compound, pollutant, contasninant, or to�c ar hazardous substance, material or waste, or any mixture thereof, including but not limited to products that might otherwise be considered of commercial value, such as asbestos, polychlorinated biphenyls and petroleum products and byproducts, and shall include, but not be limited to, the National Environmental Policy Act (commonly referred to as "NEPA" and contained in 42 U.S.C. 4321 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act (commonly referred to as"CERCLA" and contained in 42 U.S.C. 9601 et seq.), the Resource Conservation and Recovery Act (commonly referred to as"RCRA" and contained in 42 U.S.C. 6901 et seq.), the Federal Water Pollution Control Act (commonly referred to as"FWPCA" and contained in 33 U.S.C. 1251 et seq.), the Federal Clean Air Act (commonly referred to as "FCAA" and contained in 42 U.S.C. 7401 et. seq.), the Toxic Substances Conh Act (commonly referred to as "TSCA" and contained in 15 U.S.C. ' 2601 et seq.}, the Federal Insecticide, Fungicide and Rodenticide Act (commonly refened to as "FIFRA" and contained in 7 U.S.C. 1336 et seq.), and any amendments thereto as are now or at any time hereafter may be in effect, as well as their state and local counterparts which includes, but is not limited to, the Minnesota Environmental Response and Liability Act (commonly referred to as "MERLA" and contained in Chapter 115B of the Miuuesota Statutes), the Minnesota Petroleum Tank Release Clean Up Act (commonly refened to as "MPRCA" and contained in Chapter 115C 2403526 3 Fire STation Lease Purcfiase AgreemenC without $onds — PA m CiTy 03-99� of the Minnesota Statutes), the Minnesota Environmental Rights Act (commonly referred to as"MERA" and contained in Chapter 116B of the Minnesota Statutes). `Bnvironmental Remediation" means (i) all investigation, including soil and ground water testing, needed to ascertain the type of Hazazdous Materials present, the concentration levels thereof, and the extent of migration thereof, (u) all acrivities needed to develop work plans, including any extra health and safety plans needed, acceptable to the State and appropriate regulators for ffie handling, treatment, transportation, and disposal of the Hazazdous Materials, (rii) acfivities related to the actual implementation of the work plans for handling, treating, transporting, and disposing of the Aazardous Materials, and (iv) any continued monitoring required by appropriate regulators. "Event of Default" means an Event of Default described in Secfion 12.01 herein. "Extraordinary Building Costs" means the additional costs incurred or obligated by the State in the design, construcflon or demolirion of the Building which aze attributable to the location and operation of the Fire Station in the Building, as certified to by the State's Project Representa6ve, and including specifically and without limitafion, the cost of the Survey. "Fire Station" means the fire station facilifies described on E�►ibit B hereto together with all items of fixtures, trade fixtures, and machinery and equipment physically attached to such facilities or to the Fire Station Parcel or to any other unprovements situated on the Fire Station Parcel, and any item acquired and installed in subsritution thereof; that will be (i) owned by the Port Authority, (ii) situated on the Fire Stafion Parcel, and (iii) leased to the City by.way of this L,ease Agreement. "Fire Stafion BudgeY' means the Fire Station Budget developed for the design, construction, fiunishing a�d equipping of the Fire Station and related 'unprovements and attached hereto as Exhibit A. "Fire Station Completion Date" means the date on which the Fire Station has been substantially completed, except for punch list items which do not materially interfere with the ability of the City to occupy the Fire Station for its intended purpose, and shall be established and evidenced by a certificate, in recordable form, signed by both the City and the Port Authority specifically delineating such date, and identifying amounts which are expected to be needed to pay remainiug unpaid Project Costs. "Fire Station Lease" means the Lease Agreement dated as of October 1, 2003 whereby the State has leased the Fire Station Parcel to the Port Authority, as such lease may be amended from tune to time. "Fire Station Parcel" means the surface and air rights parcel located in the Development Property and depicted in Exhibit C attached hereto and to be legally described as reflected in 2403526 4 Fire Stalion Lease Purchase Ageement without Bonds — PA to Ciry 03 - 991 the Survey, which legal description shall be incorporated into and become a part of this I.ease Agreement upon delivery of the survey, as if by amendment. "Fire Station Timetable" means the timetable for the design, construction, furnishing and equipping of the Fire Station and related improvements attached hereto as Eghibit F. "Fiscal Year" means the City's fiscal yeaz, which shall be each calendar begiuning January 1, 2004. "Ground Lease" means the Amended and Restated Ground Lease dated as of October 1, 2003 and executed by the State and the Port Authority, pursuant to which the State has leased the Development Property to the Port Authority, and including an opfion for the Port Authority to purchase the Development Froperty as provided therein, as such lease may be amended from time to time. "Hazazdous Material" means those materials and substances which are regulated by, or form the basis of liability under, any federal, state or local environmental laws; including, without limitafion, (i) asbestos, (ii) polychlorinated biphenyls (comxxtonly referred to as"PCBs"), (iii) radioactive substances, (iv) chemicals laiown to cause cancer or reproductive toxicity, (v) spilled ar leaked petroleum products, distillates, or fractions, (vi) any substance for which any federal, state or local environmental laws require a permit or special handling in its use, collecrion, storage, treatment, or disposal, and (vii) any other materiai or substance which has in the past ar could in the fuhxre constitute a health, safety or environmental hazard to any person or properiy. "Independent Counsel" means any attomey duly admitted to practice law before the highest court of the State of Minnesota and not an officer or employee of the Port Authority or the City. "Independent Engineer" means an architect or azchitectural firm or an engineer or engineering fum qualified and licensed to practice the profession of engineering or azchitecture in the State of Mimiesota and who or which is not an officer or employee of the Port Authority or the City. "Lease AgreemenY' means this Lease Agreement, as amended from time to time. "Lease Term" means the period commencing on the effective date of tkris Lease Agreement and ending on the date established in accordance with the provisions set forth in Section 2.03, during which tixne this Lease Agreement will be in effect. "Material Change" means either: (i) a change which causes total cost of the Fire Station to exceed the total Fire Station Budget; (ii) any change which delays the Fire Station Complefion Date beyond ; or (iii) any change which increases the life cycle cost of the component being changed, where such information is auailable. zao3sz6 5 Fire Siarion Lease Purct�ase Agreement without Bonds — PA to City �3 - 991 "Modification(s)" means any alteration, modification, addition or improvement to the Fire Station made by the City after the Fire Station Completion Date. `ivIPCA" means the Minnesota Pollution Control Agency, an agency of the State of Minnesota. "Net Proceeds" means the net amount received by the City or the Port Authority from any insurance or condemnarion award related to the Project, the Fire Station Pazcel or the Fire Station and any amounts due from the Ciry under Section 7.10.B on account of risks against which the City has self insured. "No Action Letter or AgreemenY' means the written assurance letter issued by the MPCA, subject to the MPCA's normal and customary requirements, disclaimers, and conditions, stating that the MPCA will not take enforcement cleanup action at the Development Property under Chapter 115B of the Minnesota Statutes. "No Association Determination and General Liability Letter" means the written deterniivation letter issued by the MPCA under Minn. Stat. §115B.178, subject to the MPCA's normal and customary requirements, stating that the proposed actions to be undertaken by the State and the Port Authority will not constitute conduct associating either the State or the Port Authority with the release(s) or threatened release(s) at the Development Property for purposes of Minn. Stat. § 115B.03. "Parry Wall" means the walls separating the Fire Station from the Building, as depicted on Exhibit G. "Perxnitted Encumbrances" means, as of any particular time, (i) liens for ad valarem ta7ces and special assessments not then delinquent, (ii) the Ground I,ease, the Building Lease, tYris Lease Agreement, the Fire Station Lease and the Security documents, (iii) utility, access and other easements and rights of way and mineral rights, restrictions and exceptions that an Independent Engineer certifies will not interfere with ar impair the use of or operations being conducted in the Fire Station or elsewhere on the Development Properly or the future development thereof, (iv) such minor defects, irregularities, encumbrances, easements, and rights-of-way as normally e�st with respect to properties similaz in chazacter to the Development Properiy and Fire Station and as do not in the aggregate, in the opinion of Independent Counsel, materially impair the properiy affected thereby for the purposes for which it was acquired or is held by the City for current use or fuhxre development, and (v) those additional encumbrances, if any, delineated in Exhibit E hereto and incoxporated herein by reference. "Port Authorit�' means the Port Authority of the City of Saint Paul, a port authority created under the provisions contained in Miiui. Stat. § 469.049, or any successor to its functions. 2403526 6 F've Station I.ease Purchase Agreement without Bonds — PA to City �3 - 99l "Port Authority's Project Representarive" means CP'VII, a professional conshucrion management fum located in Bloomington, Minnesota. "ProjecY' means the design, construcrion, fiuvishing and equipping of the Fire Station in accordance with the provisions contained herein. `Project Costs" means those costs associated with the completion of the Project that aze described in Section 4.04 herein. "Rauip" means the appro�mately 460 car pazlang facility to be constructed on the Development Property pursuant to the terms of the Building Lease. "Regulatory Assurances" means assurances available from the Mimlesota Pollufion Control Agency, including a No Associafion Determination and General Liability Letter, a Certificate of Complefion (either partial or whole), and a No Action Letter or Agreement, all as described in the Building I,ease. "State" means the City of Minnesota, acting through its Commissioner of Administration. "State's Project Representative" means Studio Five Architects, Inc., a professional azchitectural firm located in Minneapolis, Minnesota. "Surve}�' means the as-built survey to be prepared by the State upon completion of the Ramp and containing the legal description of the Fire Station Parcel. Section 1.02 Additional Provisions as to Interpretation. The following provisions shall apply to the interpretation of this Lease Agreement. A. This Lease Agreement shall be interpreted in accardance with and governed by the laws of the State of Minnesota. B. The words "herein" and "hereof' and words of sunilar import, without reference to any particulaz section or subdivision, refer to this Lease Agreement as a whole rather than to any particulaz secfion or subdivision herein. C. References to any particulaz section or subdivision herein aze to the section or subdivision of this I,ease Agreement as originally executed. ARTICLE II LEASE OF FIRE STATION PARCEL Section 2.01 Lease of Fire Station Parcel to City; Rent. The Port Authority hereby leases to the City and the City hereby takes from the Port Authority the Fire Station Parcel and all improvements now located or to be constructed thereon, including the Fire Station, for the Lease 2403526 7 Fire Station I.ease Piuchase Ageement without Bonds — PA to City 03 - �I/ Term, unless sooner tenninated in accordance with the provisions set forth herein, in consideration of the payment of $50.00 by the City (the receipt and sufficiency of which is herby acknowledged by the Port Authority), and the temis, covenants and conditions contained herei� to be performed and kept by the City. Section 2.03 Lease Term. This Lease Agreement shall remain in full farce and effect for the term beginniug on the date hereof and continuing until the date which is 24 months after the Fire Station Completion Date, provided that this L,ease Agreement shall not tenninate unrii the State and the City have entered into a lease in substantially the form attached to the Fire Station Lease as E�ibit F. Notwithstanding the foregoing, this Lease Agreement is subject to eazlier ternunafion upon tecnunarion of the Fire Station Lease by the State as provided in Sections 2.03C and 8.04 of the Fire Stafion, or by the Port Authority in accordance with Secrion 2.03A of the Fire Station Lease. Section 2.04 Parking. The parties hereto agree as follows with respect to parking: A. During the Lease Terxn, and except during any period of time covered by a contract entered into between the State and the City pursuant to paragraph B, below, the parties understand and agree that all on-street parking on the streets bordering the Development Property will be designated by the City as parking for City fire department personnel, as depicted on Exhibit I. B. The State and the City may enter into a mutually acceptable lease and/ar contract providing for the use by the City of 14 spaces in the Ramp, and the State and the City agree that far every parking space in the Ramp provided far City use under such lease and/or contract, the City will release one on-street parldng space on the streets bordering the Development Property (as depicted on Exhibit n for metered public parking. Rates to be charged under such contract for parking spaces in the Ramp will be established by the State's Deparhnent of Adtuinistration and approved by the State's Department of Finance, and may be established without regard to rates charged for other spaces in the Ramp. C. The parties fiuther understand and agree that: (i) in the event that the monthly parking rates chazged by the State are at any time unacceptable to the City, the City can, in its sole discretion, teiininate the contracUlease or (ii) if the contracUlease is temiinated by the State for any reason, then, under either circuxnstance, all on-street parking on the streets surrounding the Development Properly will be redesignated as pazldng solely for City fire department personnel, as provided in pazagraph A, above. D. During any period of time that the State and the City are not parties to a lease and/ar contract providing for the use by the City of 14 spaces in the Rasnp, as provided in paragraph B, above, the State agrees that it will not offer contracts for parking spaces in the Ramp to any person who is not either employed by the State or occupying space in a State owned building, without first offering a contract for such spaces to the City. 2403526 8 F've Staiion Lease Purci�ase Agreement without Bonds — PA to City 03- 99 � E. NotwitUstauding the foregoing, the State understands and agrees that, during the term of this Lease, the City shall have the right to designate and maintain spaces of on-street pazking as a"drop ofY' area, as depicted on Eachibit I. Section 2.05 Net Lease. This Lease Agreement constitutes a net lease and the Port Authority shall not be required to make any expenditures whatsoever in connecrion with the operation, maintenance, repair, replacement or �nc„ring of the Fire Station Parcel or Fire Station, or to make any repairs to or maintain the Development Property or Fire Station. The obligations of the City to perform and observe the agreements on its part contained herein shall be absolute and unconditional. Section 2.06 Termination by the City. A. The Port Authority aclrnowledges and agrees that the City shall have the right to terminate this Lease Agreement, in whole and not in part, and in the manner and subject to the terms specified in this Section 2.06, at any time and at its sole election. The City shall not be assessed any penalty if this Lease Agreement is terminated in accordance with this Section 2.06. B. The City shall endeauor to give norice to the Port Authority of any election to t�+�nate pursuant to this Section 2.06 not less than 30 days prior to the intended termination date. In the event of temii.uation of this Lease Agreement as provided in this Section 2.06, the City sha71 be entitled to continue to occupy the Fire Stafion Parcel and the Fire Station on a month-to-month basis, under the same terms and conditions as contained herein, unril the City has (i) delivered possession of the Fire Station Pazcel and Fire Station to the Port Authority in as good condition as prevailed at the time it was put in full possession thereof, ordinary wear and teaz, obsolescence, and acts of the Port Authority excepted; and (ii) released any recorded properiy interest therein. Notwithstanding the foregoing, after submission of a notice of temunation under this Section 2.06, the City shall be required to deliver possession of the Fire Stafion Parcel and Fire Station to the Port Authority, as provided in the preceding sentence, within 120 days after receiving a written nofice to vacate from the Port Authority. C. Upon vacafion and delivery of possession of the Fire Station Pazcel and Fire Stafion to the Port Authority as provided in paragraph B, above, the City shall not be responsible for any amounts or obligations coxning due thereafter. Section 2.07 Reversion of Improvements to Port Authority on Termination. Any improvement to the Fue Station Pazcel remaiuiug on the date on which this Lease Agreement tennivates, either at the end of the Lease Term or upon earlier termination under Secfion 2.06, shall revert to the Port Authority and be subject to the Ground Lease and the Building Lease still in effect. Notwithstanding the foregoing, the City hereby agrees that all Hazardous Materials used, stored ar generated by the City in connection with the opera6on of the Fire Station will be removed 2403526 9 Fire Starion Lease Purchase Agreement withoutBonds —PAtoCity 03- 99l by the City upon termination of this I,ease Agreement, and any Environmental Remediarion required as a result of such use, storage or generation will be pmmpfly performed and paid for by the Ciry. ARTICLE III GENERAI.REPRESENTATIONS Section 3.01 Representations by the City. The City makes the foliowing representafions: A. The execution and delivery of ttris L,ease Agreement by City, and the performance of all covenants and agreements of the City contained in this I,ease Agreement, and all other acts and things required under the Consritution and laws of the State of Minnesota to make this Lease Agreement a valid and binding obligation of the City in accordance with its terms, are authorized by the laws of the State of Mimiesota including the Act and have been duly authorized and taken, or for those acrions that could not have been taken prior to the effective date of this Lease Agreement, will be duly and promptly authorized and taken by the City. B. The City has not made, done, executed or suffered and warrants that it will not make, do, execute ar suffer any act or thing whereby its interest in the Fire Station Pazcel and Fire Stafion may be impaired or charged or encumbered, other than as provided herein or as required by law. C. There is no litigation pending or, to the best of its lrnowledge, threatened against the City relating to the; its entering into this Lease Agreement; to its participation in the construction and financing of the Project; or to its performance of any of the duties imposed on the City by the provisions contained in this Lease Agreement. D. The execurion and delivery of this Lease Agreement and the consununarion of the transacrions herein contemplated will not materially conflict with or consritute a material breach of or default under any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which the City is a party or by which it is bound, or result in the creation or imposi6on of any lien, chazge or encumbrance of any nature upon any of the property or assets of the City contrary to the terms of any instrument or agreement. E. The City recognizes that the Port Authority is not obligated to supply ar expend any funds for the design or construction of the Fire Starion other than the fixuds provided by the City. F. The City recognizes that the Port Authority is not obligated to operate or maintain the Fire Station Parcei and Fire Station or to expend any funds for the opera6on or maintenance thereof. 2403526 1 O Fire Station Lease Purchase Agreeretent without Bonds — PA iq Ciry 03-99/ G. The City has or will obtain all necessary and material approvals, licenses, permits, consents and franchises from federal, state, county, municipal or other govemmental authoriries having jurisdiction over the Fire Starion needed to own and operate the Fire Station and to enter into, execute and perform its obligations under the documents to this transacrion to which it is a pariy. Section 3.02 Representations by the Port Authority. The Port Authority makes the following representarions. A. The Port Authority is a duly organized and eacisting port authority created under the provisions contained in Miim. Stat. § 469.049 and operating under its charter. B. The execution and delivery of this Lease Agreement, and the performance of all covenants and agreements of the Port Authority contained in this L.ease Agreement, and all other acts and things required under the Constitution and laws of the State of Minnesota to make this Lease Agreement a valid and binding obligations of the Port Authority in accordance with their terms, are authorized by the laws of the State of Minnesota inciuding the Act and haue been duly authorized and taken, or for those actions that could not haue been taken prior to the effective date of this L,ease Agreement, will be duly and promptly authorized and taken by the Port Authority. C. The Port Authority has not made, done, executed or suffered and wurants that it will not make, do, execute ar suffer any act or thing whereby its interest in the Fire Station Pazcel and Fire Stafion may be impaired or charged or encumbered, other than as provided herein or as required by law. D. There is no litigation pending or, to the best of its laiowledge, threatened against the Port Authority relating to the acquisirion of a leasehold interest in the Fire Station Parcel; its ownership of the Fire Station; the completion or financing of the Project; its entering into this Lease Agreement; or to its performance of any of the dufies imposed on the Port Authority by the provisions of this L,ease Agreement or questioning the organization, powers or authority of the Port Authority. E. The execution and delivery of this Lease Agreement and the consuuuuarion of the transacfions herein contemplated will not materially conflict with or constitute a material breach of or default under any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which the Port Authority is a party or by which it is bound, or result in the creafion or imposirion of any lien, chazge or encumbrance of any nature upon any of the properiy or assets of the Port Authority contrary to the terms of any instrument or agreement. 2403526 1 1 Fire Siation Lease Purchase Ageement without Bonds — PA to City � 3 - 99/ ARTICLE IV COMPLETION OF FIItE STAITON AND PAYMENT OF PROJECT COSTS Section 4A1 Completion of FSre Station . The Port Authority and the City agree that the Fire Station will be designed, constructed, equipped and financed in accordance with the Design Development Drawings described in Exhibit D and the Fire Station Timetable attached hereto as E�►ibit F and the provisions contained in this Article IV, provided that the Port Authority shall have no obligation to commence conshucfion of the Fire Stafion until the Building Complerion Date. Section 4.02 Payment of Project Costs. A. The City hereby agees that it will provide funds to the Port Authority in the axnount needed to allow the Port Authority to make timely payment of Project Costs, all in accordance with the provisions contained herein, including specifically the payment of Extraordinary Building Costs. In this regazd, the City understands and agrees that the Port Authority is obligated to pay ar rennburse the State for any Extraordinary Building Costs as required by Section 6.04 of the Fire Station Lease. The City agrees that the Extraardinary Building Costs include but are not limited to those contained in the Fire Station Budget attached hereto as Exhibit H, and that Extraordinary Building Costs will be finally deternuned in accordance with Section 6.04 of the Fire Station Lease. B. The Port Authority shall prepare and submit, or have some other entity prepare and submit, draw requests to the City for approval to pay for, or reimburse the Port Authority for prior payment of, the Project Costs. Each such draw request shall be accompanied by a report by the Port Authority showing actual contract amounts and obligations as compared to the Fire Station Budget. In its transmittal, the Port Authority shall direct the City to release and disburse funds in accordance therewith. No more than one draw request shall be submitted each month. C. Notwithstanding the requirements of paragraphs A and B, above, contemporaneousiy with the execution of this Lease Agreement the City shall pay to the Port Authority $ to pay or reimburse the Port Authority for the payment of the Project Costs described in Section 4.04.A.(i), below, and to pay or reimburse the Port Authority far the payment of the costs described in Section 4.04.G, below. Section 4.03 Design and Construction of the �re Station . A. The Port Authority and the City have both approved the Design Development Drawings and the Fire Stafion Timetable, which aze described in or attached as eachibits to tYris Lease Agreement. 2403526 12 Fire Station Lease Purchase Agreement without Bonds — PA to City 03-991 B. The Port Authority shall solicit proposals and/or bicls and awazd contracts in accordance with applicable procurement laws and rules for those individuals and entiries that will be responsible for and involved in the design, coustmction, fiunishing and equipping of the Fire Station and any improvements to be constructed on the Fire Station Parcel; and the management of such functions, which may include individuals or enrities that will assist and represent the Port Authority in the management of such functions. C. The Port Authority will enter into the conh�acts for: (i) design, construction, furnishing and equipping of the Fire Stafion; (iri) any improvements to be made to the Fire Station Pazcel; (iv) the relocation of existing fire department operations and (v) the management of all such functions and activities. The City hereby aclrnowledges and agrees that the Port Authority will not be required to enter into any contract with respect to the Project, or incur any other obligation with respect to the Project, unless and unril the City has provided the Port Authority with satisfactory evidence that the City has included in its budget an amount for the Project sufficient to fixlly pay such contract or obligation. The City and the Port Authority fiirther agree that the Port Authoriry shail not be obligated to make or provide for the payment of amounts due under any contract or obligation executed ar incurred in connecrion with the Project, except out of funds provided by the City. Section 4.04 Project Costs. Project Costs include the following costs or other costs related to the following purposes: A. A developers fee of 1 to be paid to the Port Authority in connecfion with the design and conshuction of the Fire Station, as follows: (i) Fifty percent (50%) payable upon execution of this Lease Agreement; (ii) Twenty-five percent (25%) payable when the construcfion of the Fire Station is fifty percent (50%) complete as described in the conshvcfion contract; and (iii) the balance payable when the construcrion of the Fire Starion has been substanrially completed, as described in the constnzction contract. B. Fees and expenses of engineers, architects, owner's representafives and other specialty consultants as required by the Port Authority in relation to the Project including: surveys, estimates, site investigations, preparafion of plans, drawings and specifications, design review, and supervising acquisition, installarion and conshuction, independent testing, project management, as well as for the performance of all other duties specifically required by the Port Authority in relation to the Project, including work performed prior to the execution of the Lease Agreement, and any work needed to clear title to the Fire Stafion Parcel, and all associated costs. 1 Amount to be calculated to be 5% of Conshucrion Costs. 2403526 13 Fire Stalion Lease Purchase Agreement without Bonds —PA to City �3-991 C. The costs of consh of site improvements and any required environmental clean-up required for the Project, which may include obligations for machinery, materials and equipment therefore. D. Obligations incurred for labor and to contractors, builders and materialmen in connection with the conshuction of the Fire Station and other portions of the Project, including but not limited to fistures, together with the ordinary pemutting fees and eapenses of the Port Authority during construction. E. The costs of indemnity and surety bonds, if any, and the premiums for insurance during the construction period, if any, obtained in connection with the Proj ect. F. The cost of acquisition and installation of moveable equipment necessary for occupancy and use of the Fire Station by the City to the extent funds aze available therefore after substanflal completion of the Project and payment of ali costs and expenses associated therewith. G. Fees and expenses incurred by either the Port Authority or the City in connec6on with the execufion of this Lease Agreement, including counsel fees and, fees and expenses incurred in preparing properiy abstracts and title opinions. H. The cost of hiring a fum to conduct the third parry review authorized under and described in Secfion 4.04.E herein. I. Any other obligation or expense heretofore or hereafter directly incurred by the Port Authority or the City that has been approved, in advance and in writing, by both the Port Authority and the City as a cost of the Project, including specifically the Extraordinazy Building Costs. Sec6on 4.05 Approval of Construction Documents A. The Port Authority will cause the Construction Documents to be completed without Material Change from the Design Development Drawings, Fire Station Budget and Fire Station Timetable, and may make changes to the Design Development Drawings, the Fire Station Budget, the Fire Station Timetable and the Construction Documents in accordance with the provisions contained in Section 4.08. B. Throughout the design phase, the Port Authority will conduct regular progress meetings among the Port Authority, the City and the State. C. Upon completion of the Construction Documents, the Port Authority will submit the Conshuc6on Docuxnents along with updated project cost estimates and schedule to the City for approval. The City will review the Construction Docuxnents 2403526 14 Fire StaAOn Lease Purchase Agreement without Bonds — PA to CiTy 03- 99� submitted for conformity with the Design Development Drawings, Fire Station Budget and Fire Station Timetable, and submit written comments to the Port Authority within five Business Days (excluding the date on which the submission is received) describing specific conflicts, if any. The documents shall be deemed approved by the City unless rejected within five Business Days of its receipt of such documents, with a statement of the conflicts with the Design Development Drawings, Fire Station Budget and/or Fire Station Timetable. The Port Authority will cause corrections required for compliance with the Design Development Drawings, Fire Starion Budget and/or Fire Station Timetable to be made or will submit a written change request to the City in accordance with Section 4.06. For purposes of this Secrion 4.05, the term "approved" or "approval" means the written approval of the City of the Construction Documents submitted by the Port Authority limited, however, oniy to that approval required to ensure such docuxnents conform to the Design Development Drawings, Fire Station Budget, Fire Station Timetable and all municipal building codes, except where these documents are revised in writing by the Port Authority and the City. Section 4.06 Material Changes A. The Port Authority shall submit all changes to the Design Development Drawings, the Fire Station Tnnetable and/or the Construction Documents for the Fire Station that the Port Authority believes are Material Changes to the City for its approval, together with reasonable estimates as to the isupact thereof on the Fire Station Timetable and Fire Station Budget. The Port Authority is not required to notify the City of any changes to the design or construction schedule for the Fire Station that the Port Authority believes are not Material Changes. The Port Authority may not implement any Material Change without the consent of the City. Any proposed Material Change submitted to the City far approval shall be deemed approved by the City unless rejected, in writing, within five Business Days (excluding the date on which the submission is received) of its receipt thereof, with a statement of the reasons for such rejection. Any changes contained in any design document submitted by the Port Authority to the Ciry, including but not limited to schemafic design, design development and Construction Documents, which have not been classified by the Port Authority as a Material Change in such design document or any prior document or transmittal supplied by the Port Authority to the City shall be deemed to have been classified by the Port Authority as not being a Material Change and shall be conclusively deemed to not be a Material Change unless the City chalienges, in writing, the Port Authority's classification of such change as not being a Material Change within five Business Days of having received such design document (excluding the date on which it is received). Upon the Port Authority's receipt of a written nofice by the City disputing the Port Authority's classification of a change as not being a Material Change, the Port Authority may either submit revised plans to the City or provide written no6ce to the City disputing the claun that the change should be classified as a Material Change. In the event that the City and the Port Authority aze unable to resolve any dispute regarding the classification of a change as a Material Change within two Business Days of the day on which the dispute arises (excluding the date on which it arose), the Port Authority 2403526 . 15 Fire Statlon Lease Aachase Agreement without Bonds — PA to CiTy 03- 991 shall direct the Port Authority's Project Representative and the City's Project Representative to review the matter and make a detennivation, in writing, regarding whether or not the change is a Material Change, which determivarion shall be binding on the City and the Port Authority. B. The Port Authority will hire a firm to conduct a third pariy review of the Construcrion Documents to identify any inconsistencies, errors or omissions in the Construction Documents. A complete set of plans and specifications tl�oroughly marked and highlighted to indicate all the items that have been reviewed and cross-checked will be submitted to the City and the State with errors, omissions, and discrepancies noted in red. In addition, a comprehensive written report suminarizing the significant discrepancies noted will be submitted to the City, the State and Port Authority. The third party review firm will be retained to debrief the City, Port Authority, the State and Architect to verify that any discrepancies haue been properly corrected. Section 4.07 Obligation of the Parties to Cooperate in F'urnishing Documents. The parties hereto agree to cooperate in fiunishing to each other any documents reasonably needed to effect payment of Project Costs, and to cause such orders to be directed as may be necessary to accomplish such payments. Section 4.08 Remedies to be Pursued Against Contractors and Subcontractors and Their Sureties. In the event of defatilt of any conlractor or subcontractor under any contract entered into in connecfion with the Project or in the event of breach of warranty with respect to any materials, worlananship, ar performance guaranty, the Port Authority will promptly proceed, either separately or ixt conjunction with others, to e�aust the remedies of the Port Authority against the coniractar or subcontractor so in default and against each such surety for the performance of such contract. The Port Authority agrees to advise the City of the steps it intends to take in connecfion with any such default and the City agrees to cooperate with the Port Authority in such proceedings. In the event that the Port Authority fails to diligently so proceed against any such default, then the City may, upon providing the Port Authority with ten days prior written notice, prosecute or defend, in its own name or in the name of the Port Authority, any action or proceedings or take any other action involving any such contractor, subcontractor or surety which the City deems reasonably necessary. ARTICLE V STATE LEASE AND OPTION TO PURCHASE Section 5.01 State Lease. The Port Authority, the City and the State have entered into an agreement whereby the State has agreed that if: (i) the option to purchase the Building granted to the State in the Building Lease is exercised by the State; or (ri) the option to purchase the Development Property granted to the Port Authority in the Ground Lease is not exercised by the Port Authority and, under either circumstance, tifle to the Fire Station becomes part of the Development Property with title vesting in the owner thereof, the State shall enter into a lease with the City, in substantially the forxn attached to the Fire Starion Lease as Bachibit F. 2403526 16 Fire Stabon Lease Purchue Ageement without Bonds — PA to City 03- 99� Section 5.02 Option to Purehase. Contemporaneously with the execution of this Lease Agreement, the Port Authority has executed in favor of the City a separate option to purchase, whereby the City is granted an option to purchase the Fire Starion Pazcel under the circumstances and for the price described therein. ARTTCLE VI USE, MAINTENANCE, CHARGES AND INSURANCE SecHon 6.01 Use of FYre Station Parcel and Fire Station. The Ciry covenants that from the Fire Station Completion Date and throughout the rP**�a;ning portion of the Lease Term it will use and operate the Fire Station Parcel and Fire Station solely as a fire station, and in compliance with all laws, regulations and ordinances applicable thereto. Section 6.02 Quiet Enjoyment. The City will be in possession of the Fire Station Pazcel and Fire Station through the Lease Term. The Port Authority agrees that the City, and the City or any other subtenanY claiming under the City, upon paying all amounts due hereunder and performing the covenants herein agreed by it to be performed shall and may peaceably and quietly have, hold, and enjoy the Fire Station Parcei and Fire Station through the Lease Term. The Port Authority or its agents shall have the right at all reasonable times during the I,ease Term and upon reasonable advance notice to enter upon and in any portion of the Fire Station Parcel and Fire Station far the purpose of examinnig or inspecting the Fire Stafion Pazcel and Fire Station. Nothing in this Sec6on 6.02 shall imply any duty upon the part of the Port Authority to exauiine the Fire Station Pazcei and Fire Starion or to do or pay for any work which under any provision of this L,ease Agreement the City is required to perform, and the performance thereof by the Port Authority shall not constitute a waiver of the City's default in failing to perform the same. Section 6.03 Maintenance of Fyre Station by the City. The City agrees that, subject to the provisions of the.following Section 6.Q4 (regarding Pariy Walls): (i) during the Lease Term, it will maintain the interior premises of the Fire Stafion, including all appurtenances thereto but exclusive of structural components, in good repair at its own cost; and (ii) upon the expiration or termination of the Lease Term, it will surrender the Fire Station Parcel and the Fire Station to the Port Authority in as good condition as existed on the Fire Station Completion Date, ordinary wear and tear, obsolescence, and acts of the Port Authoriry excepted, subject to the provisions of Section 6.05 herein. Notwithstanding the foregoing, the City hereby agrees that all Hazardous Materials used, stored or generated in connection with the operafion of the Fire Station will be removed by the City upon texmination of tlus Lease Agreement. Section 6.04 Structural Maintenance and Party Walls. A. As depicted on Exhibit G, Party Wall #1 will be located on the common boundary betcveen the Fire Station Parcel and the Building. The City shail ulaintain in good and safe condition the portion of Party Wall #i facing and/or eacposed to the Fire Station, and shall refrain from activities that would damage the exposed portion of Pariy 2403526 1 Fue Station I.ease Purchase Agreement wrthout Bonds — PA to City p3- 991 Wall #1 facing and/or exposed to the Building. The City may not make any alterafions or inhvsions to Parly Wall #1 that might adversely affect the structural integrity of Party Wa71 #l. B. As depicted on Eghibit G, Party Wall #2 is the shared roof and parking deck common to the Fire Station and Building. The State shall be responsible for maintenattce, repair and replacement of Parry Wall #2 including the post-tensioned concrete slab, roof inembrane, drainage board and rigid insulation on top of the concrete slab, and concrete topping slab. With respect to Party Wall #2, the City shall pay to the Port Authority all amounts required by the Fire Station Lease to reimburse the State in an amount equal to fifty percent (50%) of the reasonable cost incurred by the State with respect to maintenance, repair and replacement of the concrete topping slab and one hundred percent (100%) of the reasonable cost incutred by the State with respect to maintenance, repair and replacement of the roof inembrane, drainage boazd and rigid insulation below the concrete topping slab, so long as the State has obtained the Port Authority's written approval of such expenditures prior to undertaking such maintenance, which approval may not be unreasonably withheld or delayed. C. The City shall be responsible for maintenance, repair and replacement of the exterior brick cladding of the Building and Fire Station and the maintenance and repair of the foundation and structural supports for the Building. D. The City shall be responsible for replacement of all exterior glass, doors, signage and lighting of the Fire Station, and far all portions of the Fire Station lying within the interior walls, including non-structural maintenance of the walls (such as diywall repair, paint, etc.). The City shall be responsible for maintenance and repair of the foundation and structural supports of the Fire Station and concrete block walls of the Fire Station abutting the Building. The City shali be responsible for maintenance and report of the sidewalk adjacent to the Fixe Starion and the Fire Station Parcel including snow removal and sweeping. E. The provisions of Sections 6.06.B and 6.06.0 notwithstanding, any maintenance, repair ar replacement of any portions of the Building or Fire Starion Parcel that are required due to the act or omission of the City, or by the City's successors, assigns, employees, agents, customers, suppliers or invitees, shall be the sole responsibility of the Ciry (even if repair or replacement is initially undertaken by the Port Authority). F. The Port Authority hereby grants to the City the right to enter upon and cross the Development Property and the Buiiding, and the City hereby �ants to the Port Authority the right to enter upon and cross the Fue Station Parcel or the Fire Station, each at reasonable tnnes and upon reasonable norice, to make required repairs to or otherwise restore the Pariy Walls, the Development Property, the Building, the Fire Station Parcel or the Fire Station, as otherwise provided in this Lease Agreement. Each parry shail be 2403526 1 g Fire Statlon Lease Purcbase Ageement withoutBonds —PAtoCity 03-991 responsible for any and all damages such party causes in its performance of any acts under this L,ease Agreement. Section 6.05 Alterafions. A. The City may make such modifications to the Fire Station from time to time as the City, in its sole option and discretion, may deem to be desirable for its uses and purposes, provided that such modificafions: (i) shall not materially adversely affect the structural integrity, value or operation of the Building or the Development Property; and (ii) shall be located within the boundaries of the Fire Station Pazcel. The cost of such modifications shall be paid by the City and the same shall be the property of the Port Authority and be included under the terms of this I,ease Agreement and shall become part of the Fire Station. For purposes of this Section 6.OS.A any work that is completed in accordance with applicable codes shall be deemed to have no material adverse effect on the structured integrity of the Building or the Development Property. B. The City, with the consent of the Port Authority, shall have the right and privilege of installing, erecting, placing, repiacing, removing and maintaining, anywhere upon and within the Fire Station Pazcel and Fire Station, signs of such dimensions, materials and content as the City may require or desire, and which are allowed by state and local law and are within the Capital Area Architectural Advisory Board rules and guidelines. Upon termination of this Lease Agreement the City shall at the City's expense, remove all such signs and repair any damage caused thereby. C. The Port Authority may make, or may allow the State to make, such modificarions to the Development Property and the Buiiding from time to time as the Port Authority, in its sole option and discrefion, may deemed to be desirable for its uses and purposes, provided that such modificafions shall not materially adversely effect the structural integrity or operation of the Fire Station or the Fire Station Pazcel. The cost of such modifications shall be paid by the Port Authority. For ptuposes of this Section 6.OS.C. any work that is completed in accordance with applicable codes shall be deemed to have no material adverse effect on the structural integrity of the Fire Stafion or the Fire Stafion Pazcel. Secfion 6.06 Liens. Neither the City nor the Port Authority will directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, charge, lien, encumbrauce or claim, except the respecrive rights of the City and the Port Authority as herein provided and the Permitted Encumbrances, to be established or remain on or against the Development Property, the Fire Station Parcel or Fire Station, including any mechanics' liens for labor or materials fizrnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements. Pzovided, however, the City may in good faith contest any mechanics' or other liens filed or established against the Development Properry, the Fire Stafion Pazcel or Fire Station if it shall first notify the Port Authority of its intention to do so and in such event the City may pernut the items so contested to remain undischazged and unsatisfied during the period of such contest and any appeal 2403526 19 Fire Station I,ease Purohase Agreement without Bonds — PA to Qty 03-991 therefrom unless the Port Authority shall norify the City that in the opinion of Independent Counsel by nonpayment of any such items the rights or interest of the Port Authority will be materially endangered or the Development Properry or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay and cause to be satisfied and dischazged all such unpaid items or provide collateral against any such loss or forfeiture that is reasonably acceptable to the Port Authority. The Port Authority shall cooperate promptly and fully with the City in any such contest. Except as expressly provided in this Section 6.06, the City shall promptly and at its own expense take such action as may be necessary to duly dischazge or remove any such mortgage, pledge, chazge, lien, encumbrance or claim if the same shall arise at any time. Section 6.07 Taxes, Other Governmental Charges and Other Charges. The City shall pay, as the same respectively become due but only to the extent the same would be payable if the City were the fee owner of the Fire Station Pazcel and Fire Station, all t�es, special assessments, and governmental chazges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Fire Station Parcel and Fire Station (or the Port Authority's interest therein) or to any furnishings, equipment or other property bought by the City and installed therein or thereon, including ad valorem, sales, use and other excise taxes, and all claims for rent, royalfies, labor, materials, supplies, utilities and other charges incurred in the operarion, maintenance, use, occupancy and upkeep of the Fire Station Parcel and Fire Station. The City may, at its expense and in its own name and behalf ar in the name and behalf of the Port Authority, in good faith contest any such taxes, payments in lieu of ta�ces, assessments and other chazges and in the event of any such contest may permit the taates, payments in lieu of tases, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Port Authority shall notify the City that in the opinion of Independent Counsel by nonpayment of any such items the rights or interest of the Port Authority in the Fire Sta6on Parcel and Fire Station wiil be materially endangered or the Development Properry and Fire Station or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, payments in lieu of taxes, assessments or chazges or provide collateral against any such loss or forfeiture that is reasonably acceptable to Port Authority. The Port Authority shall cooperate with the City in pexxnitting the City to conduct any such contest. Sec6on 6.08 Property Insurance. Prior to commencement of conshuction of the Fire Station, the City shall obtain Builder's Risk Insurance in an amount at least equal at all times to the full replacement cost of the Fue Station. All policies of insurance purchased by the City will provide "ali risk" coverage of physical damage to the Fire Station subject to normal exclusions and shall be endorsed to provide that all clauns payable with respect to the Fire Station shall be settled in accordance with the provisions of Section 8.02 hereof. Secfion 6.09 General Liability Insurance. During the Lease Term, the City agrees that it will maintain "I,essor's Risk Onl}�' General Liability Insurance with reference to the Fire Station Parcel and Fire St�tion, which shall be no less than the municipal liability limits contained in Mimi. Stat. §466.04 which aze currently (i) $300,000 for death by wrongful act or omission; and (ii) 2 All insurance provisions to be reviewed with City's insurance consultanu, and coordinated with the State. 2403526 20 Fire S[aAOn L.ease Purctiase Ageement without Bonds — PA to C�ry 03 - 99/ $1,000,000 for any nuxnber of claims arising out of a single occurrence. The Port Authority and the State shall be named as the primary insureds under such inc„rance policy. Section 6.10 Additional Provisions Respecting Insurance. A. Any insurance policy issued pursuant to Sections 6.08 or 6.09 herein shall be obtained from a company or companies authorized to conduct insurance business in the State of Mivuesota and shall contain a provision to the effect that the insurance company issuing such insurance shall not cancel or substantially modify the same without first giving written notice thereof to the Port Authority at least 30 days in advance of such cancellarion or modificafion, and the City shall deliver to the Port Authority on or before the 1 day of December of each year a Certificarion as to compliance with the provisions contained in Sections 6.08 and 6.09 herein, which Certificafion the Port Authority may rely on without independent investigation as to the matters contained therein. The Port Authority shall not be responsible for the sufficiency of coverage or amounts of such insurance policies. B. As an alternative to providing insurance policies pursuant to paragraph A, above, and to the extent allowed by the laws of the State of Minnesota, the City may self- insure for the coverage required by Sections 6.08 and 6.09 of this Lease Agreement. "Self-insure" shall mean that the City is itself acfing as though it were the insurance company providing the insurance required under the provision hereof and the City shall pay any amounts due in lieu of insurance proceeds which would have been payable if the insurance policies had been carried, which amounts shall be treated as insurance proceeds for all purposes under this Lease Agreement. In the event that the City elects to self- insure, the City shall provide the Port Authority and the State with certificates of self- insurance in form acceptable to the Port Authority and the State specifying the extent of self-insurance coverage hereunder and containing a waiver of subrogation and/or release of right of recovery provision reasonably satisfactory to the Port Authority and the State. In addition, in the event that the City elects to self-insure, the City shall, on or before the end of each Fiscai Yeaz, provide to the Port Authority and the State a certificate to the effect that the reserves maintained by the City in connecrion with its self insurance obligations are adequate for such purpose. Any insurance coverage provided by the City shall be far the benefit of the City, the State and the Port Authority, as their respective interests may appear. The obligations of the City under this paragraph B aze independent and shall remain in full farce and effect notwithstanding any breach of any provision of the Lease Agreement by the Port Authority. C. In the event that the Ciry elects to self-insure for the coverage required by Sections 6.08 and 6.09 of this Lease Agreement, the City shall, to the extent authorized by law, defend the Port Authority and the State from and against all claims, demands or charges which may be asserted against the Port Authority and the State by reason of or in connection with any occurrences against which the City is required to provide insurance hereunder, occunuig during the terxn of this Lease Agreement. 2403526 21 Fire Sqdon I.ease Purchase Ageement without Bonds — PA to CiTy 0 3 - 991 D. If the City is not able to provide the certification required by paragaph B, above, as to its reserves, at the end of any Fiscal Yeaz, such circumstance sha11 not be a default under this I,ease Agreement if, as an attemative to continuing to self-insure, the City replaces its self insurance undertaking with insurance provided and evidenced under paragraph A,above. E. In addition, the City hereby agrees thaf, to the extent that insurance is to be provided hereunder for the Fire Station, it will participate in any "Owners Controlled Insurance Program" utilized by the State in connection with the construcrion of the Buitding. ARTICLE VII DAMAGE, DESTRUCTION AND CONDENINATION Section 7.01 Damage, Destruction and Condemnation. A. If the Fire Station Parcel and the Fire Station or any portion thereof is destroyed or damaged (in whole or in part) by fire or other casualty or title to or any interest in, or the temporary use of, the Fire Station or any part thereof, shall be taken by way of a Condemnation Proceeding, the City shall promptly notify the Port Authority in writing of such event and (except as provided in Section 7.04) may, in its sole option and discretion use the proceeds of any insurance covering such loss or the proceeds of such Condemnation Proceeding in accordance with the provisions contained in Sections 7.02 and 7.03 herein. B. If the Building or any portion thereof is destroyed or damaged (in whole or in part) by fire or other casualty or title to or any interest in, or the temporary use of, the Fire Station or any part thereof, shall be taken by way of a Condemnation Proceeding, the Port Authority shall promptly notify the City in writing of such event and may, in its sole option and discretion use the proceeds of any insurance covering such loss or the proceeds of such Condemnation Proceeding in accordance with the provisions contained in Secrions 7.02 or 7.03 herein. Section 7.02. Application of Insurance Proceeds. A. In the event of the destruction of or damage to the Fire Stafion (in whole or in part), the City, at its sole option and discretion may (i) use the Net Proceeds of any insurance that covers such destruction or damage to replace, repair, reconstruct and restore the Fire Station Parcel and the Fire Station to substantially the same or an improved condition or value compared with that which existed prior to such destruction or damage; (ii) apply such Net Proceeds against the purchase of the Fire Station in accordance with the provisions contained in Sections 13A1 and 13.02 herein; or (iii) after removing debris and replacing exterior glass and doors as necessary to secure the site 2403526 22 Fire Station Lease Purchase Agreement without Bonds — PA to Ciry 03-9�� (which actions shall not be required if the Ramp is to be demolished as a result of such damage or destruction) retain such Net Proceeds. B. In the event of the destruction of or damage to the Development Properiy or Building (in whole or in part), the Port Authority shall, witkout the need to consult with the City, use the Net Proceeds of any insurance that covers such destruction ar damage as directed by the State. Section 7.03. Application of Condemnation Proceeds. A. In the event that the Fire Station Parcel or the Fire Stafion (in whole or in part) is the subject of a Condemnation Proceeding the City, at its sole option and discretion and without the need to consult with the Port Authority, may (i) use the Net Proceeds of such Condemnation Proceeding to replace and restore the Fire Station Pazcel and the Fire Station to substantially the same or an ixnproved condition or value compazed with that which existed priar to such deshuction or damage, (ii) apply such Net Proceeds against the purchase of the Fire Station in accordance with the provisions contained in Sections 13.01 and 13.02 herein of the purchase option, or (iii) retain such Net Proceeds. B. In the event that the Development Property or Building (in whole or in part) is a subject of a condexnnation proceeding the Port Authority shall, without the need to consult with the City, use the Net Proceeds of such condemnation proceeding as directed by the State. Section 7.04. Agreement Regarding Demolition. A. The parties hereto agree that, upon damage or destruction of the Development Property or Building, the State shall have the absolute right, upon reasonable notice to the Port Authority, and subject to Section 8.04 of the Fire Station Lease, to demolish the Building and the Ramp, and require the termina6on of this Lease Agreement. B. The City hereby agrees that it will vacate the Fire Station Parcel on or before the date set forth in such notice received by the Port Authority and the City from the State. C. The parties hereto agree that this Lease Agreement will not teiminate as a result of the demolition of the Ratnp if the State is able to demolish the Ramp in such a way that the Fire Station is preserved, the preseroafion of the Fire Station does not, in the State's sole detemiivation, conflict with the State's redevelopment pians far the Development Properiy, and the Fire Stafion I,ease is not tenuivated. The City hereby agrees to pay all additional costs incurred or obligated by the State in demolishing the Ramp in a way that preserves the Fire Stafion. zaossze 23 Fire Station Lease Purchase Ageement without Bonds — PA to Ciry 03� 99/ Section 7.05. Payments Due. If the City elects, at its sole option and discretion, to use the Net Proceeds of insurance or a Condemnafion Proceeding to replace, repair, reconstruct and restore the Fire Station Pazcel and the Fire Station in accordance with the provisions contained in Sections 7.02 or 7.03 herein, then the City's obligations under this I,ease Agreement shall continue unabated. Section 7.06 Cooperation of the Port Anthority. The Port Authority shall cooperate fully with the City at the expense of the City in filing any proof of loss with respect to any insurance policy covering the casualties described in such insurance policy and in the prosecution or defense of any prospective or pending Condemnation Proceeding with respect to the Fire Station Pazcel and the Fire Station and will, to the extent it may lawfully do so, pernut the City to litigate in any proceeding resulting therefrom in the name and behalf of the Port Authority. In no event will the Port Authority voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claun or any prospective or pending Condemnation Proceeding with respect to the Fire Station Parcel and the Fire Station or any part thereof without the prior written consent of the City. ARTICLE VIII ENVII20NMENTAL MATTERS Section 8A1 Environmental Remediation. The State has performed an environmental assessment of the Development Property, including the Fire Stafion Pazcel and has undertaken in the Building Lease to attempt to obtain Regulatory Assurances that are consistent with the Environmental Remediation undertaken by the State in the Building Lease. Section 8.02 City's Environmental Representations and Warranties. The City makes the following representations and warranties as to the environxnental condition of the Fire Station Parcel and Fire Station. A. The use which the City intends to make of the Fire Station Parcel and Fire Station will not result in the manufacture, treatment, refining, transportation, generarion, storage, disposal or other release or presence of any Hazardous Material in, on, under or about the Fire Station Pazcel and Fire Starion, except as allowed by appropriate and applicable law, rule or pernut. B. The City will occupy, use and operate the Fire Station Parcel and Fire Station in full and complete compliance with all Environmental Laws. C. The City will not cause any Hazazdous Material to be brought upon, kept, or used in, on, or about the Fire Station Parcel or Fire Station, or transported to or from the Fire Station Parcel, in a manner ar for a purpose prokubited by any Environmental Laws. zaossz6 24 Fve Sqrion I,ease Purchase Ageemrnt without Bonds — PA to Ciry 03- 99l D. The City will not, generate, store, release, discharge, or dispose of any Hazazdous Material on or about the Fire Stafion Pazcel or Fue Station, or allow any such activity by any other entity or person in a manner or for a purpose prohibited by any Environmentai Laws. E. The City will not cause or contribute to the Fire Station Pazcel or Fire Starion becoming a treahnent, storage or disposal facility within the meaning of, any Environmental Laws. Section 8.03 Port Authority's Environmental Representations and Warranties. The Port Authority makes the foilowing representations and warranties as to the environmental condirion of the Development Property: A. The Port Authority will not cause any Hazardous Materiai to be brought upon, kept, or used in, on, or about the Development Property, or transported to or from the Development Property, in a manner or for a purpose prohibited by or that could result in liability under any Environmental Laws. B. The Port Authority will not generate, store, release, discharge, or dispose of any Hazardous Materiai on ar about the Development Properiy, or allow any such activity by any other entity or person in a manner or for a purpose prohibited by or that could result in liability under any Environmental Laws. C. The Port Authority will not cause or contribute to the Development Properiy becoming a treahnent, storage or disposal facility within the meaning of, or otherwise bring the Development Property within the scope of, any Environxnent Laws. Section 8.04 Environmental Notice Requirements. Each pariy hereto shall notify the other party of any of the following that they become awaze of and that relate to the Development Property. A. Any enforcement, ciean-up, removal or other governmental or regulatory action instituted, completed or threatened under any Environmentai Laws. B. Any claim made or threatened by any person relating to damage, contribufion, liability, cost recovery, compensation, loss or injury resulting from or claimed to result from any Environmental Law. C. Any reports made by any person, including either party hereto, to any environmental agency relating to any Environmental I,aws, including any complaints, notices, warnings or asserted violations. D. Any notice, order, or coxnmunication of any kind from any governmental entity or third pariy that relate to the presence or suspected presence of any Hazardous 2403526 25 Fire Starion Lease Purchase A�eement without Bonds — PA to Qty �3 - 99/ Substauces or the migration or suspected migration of any Hazazdous Substances from other property onto or beneath the Development Properly or to other property from the Development ProperLy, and all responses or interim cleanup action taken by ar proposed to be taken by any government entity or private party on the Development Properiy. Section 8.05 Waiver or Excuse of Environmental Liability. Neither party hereto shall, by any affinnative act or omission, waive or excuse or excuse the liability of any other person or enrity who may be a"responsible part�', as defined under any Environmental Laws, for any cost of Environmental Remediation that may exist with respect to the Development Properry, including the Fire Station Pazcel. ARTICLE IX SPECIAL COVENANTS Section 9.01 Warranty of Condifion or Suitability. Other than the warranties contained in Section 9.03, the Port Authority does not, make any warranty, either express ar implied: (i) as to the design of the Fire Station; (ii) as to the condition of the Fire 5tation Pazcel and Fire Station; (iii) that the Fire Station Parcel is suitable for the construction of the Fire Station; or (iv) that the Fire Starion Parcel and Fire Station will be suitable for the purposes or needs of the City. The Fire Station Parcel is leased to, and accepted by, the City "as is." Section 9.02 City's Liabilities. During the Lease Term, the City assumes all risks and liabilities to the extent authorized by law, whether or not covered by insurance, for loss or damage to the Fire Station Pazcel and Fire Station and for injury to or death of any person or damage to any property proximately caused by the negligent conduct of the City, its officers, employees and agents, whether such injury or death be with respect to agents or employees of the City or to third parties, and whether such property damage be to the City's property ar the property of others. As between the Port Authority and the City, the City shall, for purposes of all claims based on the ownership or condition of the Fire Station Patcel and Fire Station, be considered the owner and occupant of the Fire Station Parcel and Fire Station during the Lease Term. Notwithstanding the foregoing, the Port Authority shall be responsible for any loss or damage to the Fire Station Pazcel and Fire Station and for injury to ar death of any person proxunately caused by the intentional ar negligent conduct of the Port Authority, its officers, employees, agents, invitees or guests. The Port Authority shail give prompt notice to the City of any such claim, suit or proceeding, and shall permit the City to appear in, defend, and settle or compromise such claim, suit or proceeding. The Port Authority and the City shall cooperate fully in the handling and conduct of any such claim, suit or proceeding. The City's obligafions to pay moneys hereunder shall be subject to any limitafion of its authority to do so imposed by law, and sha11 fiirther be govemed by the provisions of Mimiesota Statutes, Chapter 466, and other applicable law. Section 9.03 Granting of Easements. If the City is not then in default under this I,ease Agreement, the Port Authority shall, at the written request of the City from time to time and as allowed under this Lease Agreement, grant easements, licenses, rights-of-way (including the dedicarion of pubiic highways) and other rights or privileges in the nature of easements with respect 2403526 26 Fire Siadon Lease Purchase Agreement without Bonds — PA to City 0 3 - 991 to the Fire Station Pazcel, or may release e�sting easements, licenses, rights-of-way and other rights or privileges. The Port Authority agrees that it shall execute and deliver any instrument necessazy or appropriate to grant or release any such easement, licenses, right of-way or other right or privilege upon receipt of (i) a copy of the ivstn�ent of grant or release, (u) a written statement from the City requesting such instrument and certifying that such grant or release is not dehimental to the proper use or operation of the Fire Station Pazcel and Fire Station and such grant or release will not impair the character or productive capacity of the Fire Station Pazcel and Fire Station, and (rii) payment of the reasonable expenses incurred by the Port Authority in connection therewith. The Port Authority will not grant or release any easements, licenses, rights-of-way or other rights or privileges in the nahue of easements with respect to the Fire Station Pazcel without the prior written consent of the City. Section 9.04 City to Observe Laws, Ordinances and Regulations. The City will observe and comply with all applicable laws, regulations, ordinances and orders of the United States, the State of Minnesota and agencies and political subdivisions thereof and each deparhnent or agency thereof, applicable to this Lease Agreement and the Fire Station Parcel and Fire Station. The City shall haue the right to contest by appropriate procedures the adoprion, validity or applicability of any laws, regulations, ordinances and orders refened to in this Section 9.04 and to delay compliance therewith, without violating the provisions of this Section 9.04, if the procedures taken by the City to contest the validity or applicability of any such law, regulation, ordinance or order are appropriate and have the effect of staying the finality and enforceability thereof against the City. Section 9.05 Further Assurances. The Port Authority will execute, or cause to be executed, all further instruments that may reasonabiy be requested by the City and be authorized by law to evidence the transactions contemplated by this I,ease Agreement and the City's rights provided or intended to be provided hereby, or to vest in the City or any participant with or assignee of the City or any agent of either the right to receive and apply any payments required hereunder. The City will fiuther execute, deliver, file or record any financing statement pursuant to the Uniform Commercial Code if such filing, registration or recording shall be necessary or convenient to effect, protect or confirm the rights of the Port Authority hereunder. All recording, filing and registration taYes and fees, together with all expenses incidental to the preparation, execution, aclrnowledgment, filing, registering and recording of this Lease Agreement, of any paper pursuant to the Uniform Commercial Code and of any instrument of further assurance, and all stamp taaces, mortgage registry taYes and other talces, duties, imposts, assessments and charges lawfixlly unposed upon this I,ease Agreement shall be paid by the City. ARTICLE X ASSIGNMENT, SUBLEASING AND SELLING Section 10.01 Assignment and Subleasing. This I,ease AgreemenY may not be assigned or subleased, in whole or in part. 2403526 2 . 7 , Fire Station Lease Purchase Agreement without Bonds — PA to City 03- 991 ARTICLE XI EVENTS OF DEFAULT AND REMEDIES Section 11A1 Events of Default It shall be an "Event of DefaulY' under this Lease Agreement, and the term `Bvent of DefaulY' shall mean, whenever used in this Lease Agreement, the failure by the City or the Port Authority to duly and punctually perfortuauce any material covenant, condition, agreement or provision contained in this Lease Agreement or in any inshument supplemental hereto on the part of the City or the Port Authority to be performed, and the continuafion of such failure for a period of 60 days after written notice, specifying such defauit and requiring the same to be remedied, shall have been given to the defaulting parry by the other parry. If such default can be remedied but not within such 60 day time period after notice and if the defaulting pariy has taken all acrion reasonably possible to remedy such default witlun such 60 days, then such default shall not become an Event of Default for so long as the defaulting party shall diligently proceed to remedy such default. The parties hereto agree, however, to use good faith and reasonable efforts to remedy with a11 reasonable dispatch any cause or causes preventing them from cauying out their a�eements. Provided, however, if either the City or the Port Authority, by reason of force majeure, is unable in whole or in part to carry out the agreements on its part contained herein, such party shall not be deemed in default during the continuance of such disability. The term "force majeure" as used herein includes; (i) acts of God, (ii) strikes, lockouts or other employee disturbances, (iii) acts of public enemies, (iv) orders of any kind of the govemment of the United States of America or of the State of Minnesota or any of their departments, agencies, political subdivisions or officials, or any civil or military authority, (v) insurrections, (vi) riots, (vii) epidemics, (viii) landslides, (ix) lighming, (x) earthquakes, (xi) fires, (xii) storms, floods, or washouts, (aciri) droughts, (xiv) arrests, (xv) restraint of govemment and people, (xvi) civil disturbances, (xvii) eatplosions, breakage or accident to machinery, trausmission pipes or canals, (xviii) partial or entire failure of ufiliries; fuel shortage; unavailability of materials, or (xix) any other cause ar event not reasonably within the control ofthe City. Section 11.02 Remedies on Default Whenever an Event of Default shall have happened and be continuing, the non-defaulting party may, without terininating this Lease Agreement, take whatever action at law or in equity may appeaz necessary or desirable to collect any amounts then due and thereafter to become due hereunder, or to enforce performance and observance of any obligafion, agreement or covenant of the defaulting party hereunder. The Port Authority's enforcement of any of the remedies authorized under this Section 11.02 shall not preclude the City from termivating this Lease Agreement in accordance with the provisions contained in Section 5.09 herein, and upon such temiivation all remedies authorized under this Section 11.02 shall temiinate and no longer be auailable. Section ll.03 Remedies Cumulative; Delay Not to Constitute Waiver. No remedy conferred upon or reserved to either puty hereto by tlus Lease Agreement is intended to be exclusive of any othez available remedy or remedies, but each and every such remedy sha11 be 2403526 2 8 F've Starion Lease Purchase A�eement � without Bonds — PA to City 03 - 9 91 cumuiative and shall be in addition to every other remedy given under this Lease Agreement or now or hereafter ea�istina at law or in equity. No delay or omission to exercise any right or power accnting upon any default shall impair any such right or power, and any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle either pariy hereto to exercise any remedy reserved to it herein, it shall not be necessary to give any notice, other than such nofice as may be herein expressly required. In the event any agreement contained in ttris I,ease Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. In case either pariy hereto shall have proceeded to enforce any right under this Lease Agreement and such proceedings shall haue been discontinued or abandoned for any reason, or shall have been detemuned adversely to either party hereto, then such parry shall be restored to its former posidon and rights hereunder and all rights, remedies and powers of such pariy shall continue as if no such proceedings had been taken. Section ll.04 Advances. In the event that either pariy fails to pay any amounts due hereunder, the non-defaulting pariy, in its sole option and discretion, may make or cause to be made any such payment as an advance for the account of the defaulting party, and the defaulting pazry shall pay to the non-defaulting party, upon demand, all advances so made, with interest at the prime or reference rate of from the date of demand. Any such advance shall be en6tled to priority of payment from any funds thereafter received from the defaulting party. ARTICLE XII MISCELLANEOUS Section 12A1 Notices. Any nofices required hereunder must be in writing, and shall be sufficient if personally served or sent by prepaid, registered, or certified mail (return receipt requested), to the business address of the party to whom it is directed. Such business address shall be that address specified herein below ar such different address as may hereafter be specified, by either party by written notice to the other: To the Port Authority Port Authority of the City of St. Paul 1900 Landmark Towers 345 St. Peter Street St. Paul, MN 55102 Attenfion: President To the City 15 West Kellogg Boulevazd, Room 140 Saint Paul, MN 55102 Attenfion: Real Estate Division To the State 2403526 . 29 • Fire Statlan Lease Purchase Agceement without Bonds — PA ta C��'Y � 03- q9� Minnesota Deparhment of Adnunishation Real Estate Management Division 50 Skerbume Avenue, Suit 309 Saint Paul, MN 55155 Attention: Director Section 12.02 Binding Effect This I.ease Agreement shall, subject to any limitations contained herein, inure to the benefit of and shall be binding upon the City and the City, and their respective successors and assigns. Section 12.03 Amendments. Changes and Modifications. This Lease Agreement may not, except as otherwise provided herein, be amended, changed, modified, altered or teimuiated without the prior written consent of the City and the Port Authority. Section 12.04 Counterparts. This Lease Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same I,ease. Section 12.05 Short Form Lease. The parties hereto, upon written request of either party, shall within 30 days after the date of such request, execute and deliver a short form lease for recarding purposes, which shall carry the description of the Fire Station Parcel, the Lease Term, specific reference to and summary of the City's option to purchase, and incorporate the other provisions of this Lease Agreement only by reference. Secrion 12.06 Severability. In case any section or provision of this Lease Agreement, or in case any covenant, stipulation, obligation, agreement, act, or action, or part thereof, made, assumed, entered into, or taken under this Lease Agreement, or any application therain, is for any reason held to be illegal or invalid, or is at any time inoperable by reason of any law or actions thereunder, such illegality or invalidity or inoperability shal] not affect the remainder thereof or any other section ar provision of this Lease Agreement or any other covenant, sfipulation, obligation, agreement, act, or action, or part thereof, made, assumed, entered into, or taken under this Lease Agreement, which shall at the time be construed and enforced as if such illegal, invalid or inoperable portion were not contained herein, nor sha11 such illegality, invalidity or inoperability or any application therein affect any legal and valid and operable application thereof from time to time, and each such section, provision, covenant, sfipulafion, obligation, agreement, act, or action, or part thereof, shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent from time to time pernutted by law. Section 12.07 Captions. The captions or headings in this Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or secfions of ttris Lease Agreement. 2403526 30 , Fire Station Lease Purchase Agreement without Bonds — PA to Ciry 03-99� ARTICLE XIII NON-LIA�BII,ITY AND INDENINIFICATION OF THE CTI'Y Section 13.01 Port Authority not Liable. The Port Authority (including its officers, employees, agents and representarives) shall not be liable to the City, or those claiming by, through or under the City, for any injtuy, death or property damage occutriug in, on or about the Fire Station Parcel or the Fire Station, except for injury, death or properly damage caused by the Port Authority, its officers, employees, agents, invitees or guests. Without limitation of the foregoing, Port Authority shall not be liable to the City for any, and the City hereby releases the Port Authority from all, damage, compensation or claims arising from loss ar datnage to the necessity of repairing or replacing, any portion of the Fire Station or the Fire Station Parcei or the amenifies or property within or without the Fire Station or the Fire Station Parcel including books, records, files, money, securities, negoriable instnzments or other papers; the interruption in the use of the Fire Stafion or the Fire Station Pazcel; accident or damage resulting from the use or operation by the City or any other person or persons whatsoever of elevators, or heating, cooling, electdcal or plumbing equipment or apparatus; any fire, robbery, theft, or any other casualty; any leakage or bursting of pipes or water vessels or any roof or wail leakage, in any part or portion of the Fire Station Pazcel or the Fire Station or water, rain, snow or underground water that may leak into, flow on, or flow from, any part of the Fire Station Pazcel or the Fire Station, except for damage caused by the Port Authority, its officers or employees. Section 13.02 CiTy Immunities. The City does not waive any immunities it may haue under Minnesota Statutes, Chapter 466. Section 13.03 Port Authority Immunifies. The Port Authority does not waive any immunities it may have under Minnesota Statutes, Chapter 466. 2403525 3 1 Fire Starion Lease Auchase Agreement without Bonds — PA to City 03- 99� IN WITNESS 'WHEREOF, the Port Authority and the City have caused this I.ease Agreement to be executed in their respective names and attested by duly authorized officers, all as of the date shown immediately below their respective signatures. PORT AUTHORITY OF THE CITY OF SAINT PAUL � Its President STATE OF NIINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of November, 2003, by Kenneth R. Johnson, the President of the Port Authority of the City of Saint Paul, a body corporate and politic organized and existing under the laws of the State of Minnesota, on behalf of said Authority. Notary Public 2403526 S,-1 Fire StxAOn I.ease putchase Agreement without Bonds — PA to CiTy 03- 99i (SEAL) CITY OF SAINT PAUL, NIINNESOTA By Deputy Mayor Approved as to form: By Assistant City Attorney STATE OF NIINNESOTA ) ) ss. COUNTY OF RAMSEY ) Clerk By Director, Office of Financial Services The foregoing instrument was acknowledged before me this day of November, 2003 by , the Deputy Mayor of the City of Saint Paul, Mimiesota on behalf of said public body. Notary Public SEAL 2403526 S-2 Fire STatlon I,ease Purchase Agreement without Bonds—PAtoCiTy d3-99� STATE OF n�1INNESOTA ) ) ss. COLJNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of November, 2003 by , the Clerk of the City of Saint Paul, Minnesota on behalf of said public body. Notary Public SEAL STATE OF MIlVNESOTA ) ) ss. COLJNTY OF RAMSEY ) The foregoing inshument was aclrnowledged before me this day ofNovember, 2003 by , the Director, Office of Financial Services, of the City of Saint Paul, Mimiesota on behalf of said public body. Notary Public This instrument was drafted by: Leonazd, Street and Deinard Professional Association 380 St. Peter Street, Suite 500 Saint Paul, MN 55102 SEAL 2403526 S-3 Fire Station Lease Purchase Agreement without Bonds — PA to Crty 03- 991 .:��; � (Legal Descriprion — Development Property) Block 5, Roberts and Randall's Addition to the City of Saint Paul, County of Ramsey, State of Minnesota. 2403526 A-1 F've S+ation Lease Purchase Agreement wifliout Bonds — PA to CiTy 03 - 991 2403526 .•��: Depiction of Fire Station Pazcel � Fire Station Lease Purchase Agreement without Bonds - PA to CiTy 03- 9�l EXHIBIT C 2403526 I,egal Description of Fire Starion Parcel C-1 Fire Starion Lease Purct�ase Agreement without Bonds - PA to City 03- 991 � .: : � Design Development Drawings [To Be Provided] 2403526 D-1 Fire Starion Izase Purchase A�'eement without Bonds - PA to City 03 - `�`11 �r.:��,r�� (Permitted Encumbrances) 1. Public zoning and building laws, ordinances and regulations. 2. Pending condemnation by the State of Miunesota evidenced in notice of lis pendens recorded August 14, 1969 in Book 2193, Page 402 of the Office of the Ramsey County Recorder (as to Lot 1 only). 3. Public utility rights of the City of St. Paul reserved pursuant to Ordinance No. 3894 and amendments thereof (as to L,ots 6, 7 and 8 only). Matters which would be disclosed by a survey of the prexnises. [to be provided] 2403526 E-1 Fire Starion Lease Purchase Agreement without Bonds - PA to City 03 - 99I .:� : Fire Station Timetable Anticipated Anticipated Start Completion Milestone Date Date Project Start Design Phase Start Design Phase Complete Prelixninary Program Phase Complete Space Plamung/Program Complete Schematic Design Complete Design Development Complete Construct Documents Start Construction Site Preparation Building Demo Site/Urilities Structure Exteriar Envelope Main Building Bond Sale Substantial Completion Completion/Move-In/Occupancy 2403526 F-1 Fue Station Lease Purchase Agreement withaut Bonds - PA to City 03 - 991 �..��:�"� Depicrion of Party Walls 2403526 G- i Fve Stallon Lease Ruchase Ageement without Bonds - PA to CiTy b3- 9�� .; �: :� Fire Station Budget [to be provided] 2403526 H-1 Fire STalion Lease Purchase Ageement without Bonds - PA to City 03 - 991 ...��: Fozm of State Lease [Attach final version of this document from Fire Station Pazcel Lease between State and Port Authority] 2403526 I-1 Fire Station Lease Aucbase Agreement- without Bonds - PA ro Ciry 03'`�� .:� : Upon recommendalaon of the Mayor and advice of the Long-Range Capital Improvement Bndget Committee, the 2003 Capital Improvement Budget, as heretofore adopted and amended by tlus Council, will be further amended in the following particulars: FII2E 5TATION #8 Financing CO3-ST15 7123-Transfer from 2003 CIB Current Changes Budget 0.00 796.909.71 Total 0.00 796,909.71 Amended Budget 796.909.71 796,909.71 Spending CO3-STO15-53007 (Fire Station Construction) 0892-Architect Fee Cpltzd Bldg 0894-Construction-General CO3-STO15-53008 (Additional Ramp Costs 0892-Architect Fee Cpltzd Bldg 0894-Construction-General CO3-STO15-53009 (Professional Services) 0219-Fees-Other Professional Services �.00 237,20�.�0 0.00 220,209.71 0.00 49,500.00 0.00 19,000.00 0.00 100.000.00 Total 0.00 796,909.71 237,20Q.QQ 220,209.71 49,500.00 19,000.00 100.000 002 796,909.71 2003 RESIDENTIAL STREET VITALITY PAVING PROGRAM Financing Current Budget Changes Amended Budget CO3-2T557 7123-Transfer from 2003 CIB Spending 7.211.221.12 (796.909.711 6.4143ll.41 Total 7,211,221.12 (796,909.71) 6,414,311.41 C-3-2T557 12.894.221.21 (796.909.7ll 12.097.311.41 Construcrion Total 12,894,221.21 (796,909.71) 12,097,311.41 In approving this transaction, and making tlus budget amendment, the City further certifies and agrees that: (a) $796,910 is available for appropriation from current excess funds in the 2003 City Budget for the Fire Station #8 Project; and (b) It will take acrion as necessary to satisfy Secrion 4.02 of the Lease which requires timely payment to the Port Authority for costs associated with the Fire Stafion #8 ProjecYs design, construction and equipping as further described in the Lease. zao9o�s�t B- 1 0 3 - 9�1 (c) The Fire Starion #8 Project Budget is $4,439,750 and the draw schedule is further described in Eachibit B; and (d) The amendment to the City's financing and spending plans as described in herein is incorporated by reference in the Mayor's contingency until such time as the Mayor and City Council aze provided with the appropriate review and recommendation of the Long-Range Capital Tmprovement Budget Committee in accordance with all applicable laws and regulations. zao9o�s�t g_ 2 0 3- �91 d � � d � V W 3 � G � � 16 d � � 3 m � '�'. � � R y m LL M N M Z � omo o� ��o N N 1 n O � N I � 0 � mmo c�no 0 N V v 'o Z mmo o�no 0 N t7 Q o m o p n o �n o N C� m m O N � O N oJ � < ° m ° o � m � o 0 � o0 W O � M C � � m O .- ri m � o0 � mo � oi n o 0 a O O � m N O O � O O � O �M ° o 0 � O O m O .= ci o� o0 O O N � m O � M � O O � N O N � �Z �o m N ° oo °O O ° o N O O O 1� � O ln M�o�m W N N C] � N O ry � U o � E a m 2 m y N m A W � � � N N o3 C LL U �� LL U Q �� N V tp O N ' m tf)CSAO v v m � �i � r m 1n N f� O mv�� o �r M �n� mv<or m �� 1nNl�O N V m n m � r n� v m n �n ro� M N In � � ci �� m` m vi � N � � M �� m N W � M N 4n � � t+i � N W � M N H W � M M O N O N N ° oi ° n ° oc �>o� N O ln � MQ 1�(C N 0 � N m m m O�] r m O rn m R � � Q O r 0 rn � m � rn ro O � W 0 T � m � W � N oJ n m N � r O V � m m M m � � � N N � � N � � N CJ M t M M 1(J � ` � C�J � C� �J (�f � nM � � ` � N O N Q o 0 0 0� sS000 Q � O t O O� N N m O o O 3 Z v � N (� ry � � LL w ❑ � m m {� U � @ � Q N VO p C � C N U U m m m m d O � N N C � 6 E CL w � � � � (p G C T F - � � E � z o m � o t�' � C i C�� 0 a � W T> 3 7j _ � C Oi N'.�-. U �� N> Q � N U n O N N p a L d d j� p� N a U��U r � J� fq Fa V� r0 � U �e � � N W � � � r w � rn � < N O � � n N O� o w v v � O N R O N � � n ci h � � V T O � � O V G m � c o o vi � � � V � O V � � r � ef O g o � N O V (D O � v m � � M N � V m V � 0 rn rn � H O O v v � m V O 3 � � F � � � H N U W w d O '- � a � Q � F V O �3- 99� O N M Z ° o ° oo °O o N O O O h � O h �n<o� m m N N a Ot� 00 m�o 00 ornoo oi� ro V �n � 0 0 0 0 d C]000 N v rn o 0 c6�n o V V j O O O O < m rn ° o ° o rn ^ r M ' o o O O � N W 0 0 :t:it; V � ^ m G�� ""0000 � $i5:'� � O O N � h O iyfrN M T •..:0000 � V O 0 0 V m O O v �� m � � V "m i;5j! a o000 Q ;v rnoo Pi � v� �r �ri I;ti�M i'Ekn m '": o 0 0 � jj:�r.� rn o N �- 1� N N a ;y,. O � O N LL N N O In N !` V �Qo N P r b N 1� n � `m� v �o c ° � n � `mv�o o � M �n� mv �o o � M N N n �a� N � QI O N 1 � N V to_ N ` O V t�0 � ` ov� � � �nwr o N ' n n 0 O V f0 � c n O < O c � M m ti `m � N � � � � ° m ro � ° o � V N N M 000000 000000 O �O(9N� � � w O O fh 0o m 0 o co o �6 � �� O N � W � m � � n v O n N o n a N ? < M O N [ �o o� � N V �n r � v o) N m m V v n V N M W � m O N < H M � W � � vi c� rn u�i c � N � N oi w N r N N N V V 6� 9 M � � O In M N M N O O e O a a v `a tq VJ Z N � m w LL N (� R � N > � Z Z 4� � `> ' O � m o � N � � U U m m a�i m �U E d 7 O y� � M I- N � E � wo >.�� U w O V � N C O W � U � d N �p U � m Z p � W 0� C C � 0 y 0 i C�� C i C�� O �� 3� R' @ N Na � Nm@:V U a @�N�i<O� 0_ 3 C y C� C N C C J N �� m'G T E m O N� LL O � O N@ O L d� 3� O: N Q � i- V O�LLU Q U��U F � J�NF-dU� F U Q Ci � U � � Green Sheet Green Sheet PE ��nmg&EconomicDevelopment Co�ef Person 8 Phone: Bob Geurs on Council Agenda by D3-99��,' Green Sheet Green Sheet Green Sheet Green Sheet � Date Initiat 29-0CT-03 y Assign Number For Routing Order Total # of Signature Pages _(Clip All Locations for Signature) Approve a lease agreement with the Saint Paul Port Authority to build F'ue Station No. 8 and use City resources to pay for the conshuction of the projec� �aauons: Approve (Aj or R Planning Commission CIB Committee Civi� Senice Commission (R): Green Sheet NO: 3007229 ueoamnenc sefrc ro Person InitiaUDate 0 lann"o & n mic Develo 1 martcial 'ces 2 ' Attorne 3 or's Office 4 oancii Contracts Questions: 1. Has this person/firtn ever worked under a contract for this department? Yes No 2. Has this persoNfirtn ever been a city employee? Yes No 3. Does this person/firm possess a skill not nortnaily possessed by any current city empioyee? Yes No Explain all yes answers on separate sheet and atfach to green sheet Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): The Saint Paul Public Sa£ety Headquar[ers on lOth Street now houses oniy tfie Fire Administration and Starion No. 8. The City believes that the co-location of Fire Starion No. 8 in the State Office BuIlding is desirable. Advanpges If Approved: Fire Starion No. 8 will be located across the sheet from its current location. The new station will be cenh�ally located in Saint Paul, and can be constructed to current standacds while freeing up the old campus site for redevelopment. DisadvaMaqes If Approvetl: None. DisadvanWges If NotApproved: Fire Station No. 8 will continue to reside in a buIlding that is mostly empty, requires funds to maiutain and operate, and removes the possibility to redevelop prime downtown properry. otal Amount of Trensaction: FundinA Source: Clfy FUndS CosURevenue Budgeted: Activity Mumber: Financial Infortnation: (F�cplain)