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HomeMy WebLinkAboutContract 20202020 LEASE-PURCHASE AGREEMENT between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY as Lessor and CITY OF COLUMBIA HEIGHTS as Lessee Dated as of September 1, 2007 This instrument drafted by: KENNEDY & GRAVEN, Chartered (AJP) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 (612) 337-9300 315988v4 A1P CL162-37 TABLE OF CONTENTS PARTIES AND RECITALS ..................... ARTICLE I Definitions and Exhibits Section 1.1. Definitions ........................ Section 1.2. Exhibrts ...................................................................................... ARTICLE II Representations, Covenants and Warranties Section 2.1 Representations, Covenants and Warranties of the City ........... Section 2.2. Representations, Covenants and Warranties of the Author7ty .. ARTICLE III Acquisition and Construction of Facilities; Payment of Project Costs Section 3.1. Project Costs .............................................................................. Section 3.2. Acquisition a~~d Construction of Facilities; Payment of Cost.., Section. 3.3. City to Provide Title Insurance .................................................. ARTICLE IV Sale and Lease of Facilities Section 4.1. Lease and Sale of Facilities ...................................................... eP(`'Yl(ll'~ 4.2. ~,ec~se Pavmetlts ........................................................................ Section 4.3. Additional Lease Payments ...................................................... Section 4.4. Source of Lease Payments ........................................................ Section 4.5. Ciiy's CL-ligatioi~s and Remedies ............................................. Section 4.6. Possession and Enjoyment ....................................................... Section 4.7. Authority Access to Sites and Facilhies ................................... ARTICLE V Term of Lease; Transfer or Surrender of Sites and Facilities Pale ......1 ................ 2 ................ 5 .............................. 6 .............................. 7 ............................ 9 ..................................10 ..................................10 ..................................1 fl ..................................1.1 ................._...............1.1 ..................................12 ..................................12 Section 5.1. Lease Tenn ................................................................................................................. ~ Section 5.2. Termination of Lease Term ........................................................................................13 Section 5.3. Authority's Interest in tl~e Sites and Fac,ilities ............................................................13 Section 5.4. Surrender of Sites and Facilities .................................................................................13 Section 5.5. Purchase; Conveyance of Title ...................................................................................13 Section 5.6. Non-Ahpropriation .....................................................................................................14 Errort Unlt~~owEi daeument property name. i Section 5.7. Intent to Continue Term.; Appropr•iations ................................. Section 5.8. Effect of Termination ............................................................... ARTICLE Vl General Matters Section 6.1. Use; Permits Section 6.2. Maintenance and Modification of Facilities by the City .............. Section 6.3. Taxes, Other Uovelzlmental Charges and Utility Chat°ges........... Section 6.4. Liens .............................................................................................. Section 6.5. Easements ..................................................................................... Section 6.6. Additio3i and Substitution of La~sd ............................................... Section 6.7. Compliance with Indenture .......................................................... Section 6.$. Tax Covenants .............................................................................. Section 6.9. Financial Statements ..................................................................... ARTICLE VII Insurance and Indemnification; Damage, Destruction and Condemnation Section 7.1. Section 7.2. Section 7.3. Section 7.4. Section 7.5. Section 7.6. Section 7.7. Section 7.8. Section 7.9. Section 7.10 Liability Insurance ............................................................... Property Insurance ........................................................ Admiiustration of Claims ............................................. Other Insurance and Requirements for All Insurance.. Indemnification ............................................................. Hazardous Substance hldemiufication ......................... Damage, Destruction and Condemnation ..................... Insufficiency of Net Proceeds ....................................... Cooperation of Authority .............................................. Condemnation. of Other Property Owned by the City.. AR'I ICI.E VIII Option to Purchase; Option to Prepay .......................14 .......................14 ............................15 ............................ I S ............................16 ............................16 ............................16 ............................17 ............................17 ............................18 ............................1$ .................................19 ................................19 .................................19 .................................19 ................................. 20 ................................. 20 _-- -21 ........................................ 21 ........................................ 22 ........................................ 22 Section 8.1. Option to Purchase or Prepay .....................................................................................23 Section 8.2. Exercise of Option ......................................................................................................23 Section 8.3. Provision for Payment of Purchase Price; Discharge of City's Obligation ...............23 Section 8.4 Prerequisite; No Default .............................................................................................23 AR'I'ICL~ I~ Assignment, Subleasing, Indemnification, Mortgaging and Selling Section 9.1. Assignment by Autho~•ity ............................................................................................24 Section 9.2. Assignment and Subleasing by the C.ity .....................................................................24 Section 9.3. Rest~7ction on Mortgage or Sale of Project by the City .............................................24 Error! linl~nown cinc~ument property name. li ARTICLE, X Events of Default and Remedies ~c Section 10.1. Events of Default Deiined ..........................................................................................26 Section 10.2. Remedies on Default ..................................................................................................26 Section 10.3. Delay; Notice ..............................................................................................................~ Section 10.4. No Remedy Exclusive ................................................................................................26 Section 10.5. No Additional Waiver Implied by One Waiver ......................................................... AR'T'ICLE XI Administrative Provisions Section 11.1. ............................................................................. Notices ................... ..........."""27 Section 11.2. Binding Effect .................................................................. ...........................................27 Section 11.3. Separability ...................................................................... ...........................................27 Section 11.4. Amendments, Changes and Modifcations ..................... ...........................................27 Section 11.5. Further Assurances and Corrective Instruments ............. ...........................................27 Section 11.6. Execution in Counteiparts ............................................... ...........................................2$ Section 11.7. Applicable Law ................................................................ ...........................................28 Section 11.8. Authorized Officers ......................................................... ...........................................28 Section 11.9. ........................................................................... Captions ......................•••...28 ............... SIGNATURES ......................................................................................... ...........................................29 EXHIBIT A .............................................................................................. ..A-1 ............... ..... EXHIBIT B . ............................................................................................. .......................................... B-1 EXHIBIT C . ............................................................................................. ..........................................C-1 Error! Unknown document pro~erfy name. 111. THIS LEASE-PURCHASE AGREEMENT, dated as of September 1, 2007 (the "Lease"), by and between the COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic and political subdivision of the State of Minnesota, as lessor (the "Authority"), and the CITY OF COLUMBIA HEIGHTS, a home rule charter city and political subdivision of the State of Minnesota (the "City"), as lessee; WITNESSETH: WHEREAS, pursuant to Minnesota Statutes, Section 465.71, as amended, the City is authorized by law to acquire such items of real and personal property as are needed to carry out its governmental and proprietary functions, and to acquire such real and personal property by entering into lease-purchase agreements; and WHEREAS, the City has determined that it is necessary for it to acquire pursuant to this Lease the Authority's interest in certain real property described on Exhibit A hereto (the "Sites"), together with certain buildings, structures and improvements to be constructed thereon, and certain equipment to be contained therein (the "Facilities"); and WHEREAS, the development of the Sites and the Facilities is consistent with and furthers the economic development functions of the Authority; and WHEREAS, the Authority is willing to acquire a leasehold interest in the Sites pursuant to a Ground Lease, dated as of September 1, 2007 (the "Ground Lease") from the City to the Authority and to acquire title to the Facilities and to lease and sell the Sites and the Facilities to the City, pursuant to this Lease; and WHEREAS, to provide funds for the acquisition and construction of the Facilities, the Authority will issue its $5,040,000 Columbia Heights Economic Development Authority Public Facility Lease Revenue Bonds, Series 20078 (Municipal Liquor Stores Project) (the "Series 20078 Bonds"), pursuant to a Mortgage and Security Agreement and Trust Indenture, dated as of September 1, 2007 (the "Indenture"), between the Authority and U.S. Bank National Association, St. Paul, Minnesota, as trustee (the "Trustee"); and WHEREAS, pursuant to the Indenture the Authority will assign and mortgage to the Trustee all of the Authority's right, title and interest in and to the Sites, the Facilities, the Ground Lease, this Lease and the Lease Payments to be made hereunder (other than certain rights to indemnification and payment of expenses of the Authority); NOW, THEREFORE, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: 315988v4 AJP CL162-37 AR'T'ICLE I Definitioa~s and Exhibits Section I.l. Definitions. Unless the context otherwise requires, the teens defined in this Section shall., for all proposes of this Lease and Exhibits attached hereto, have the meanings herein specified: "Additional Lease Payments'' means payments due from the City pursuant to Section 4.3 hereof. "Authority" means the Coltiunbia Heights Economic Development Authority, a public body corporate acid politic a11d political. subdivision of the State of Minnesota, and its successors and assigns as lessor hereunder. "Authorized Officer," when used with respect to the City, means its Mayor, its City Manager, its Finance Director, its Assistant Finance Director or any other person who is designated in writing by the City as an Authorized Officer for purposes of this Lease, and when used with respect to the Authority means its Executive Director, Assistant Treasurer, or any other person who is designated ire writing by the Authority as an Authorized Officer for proposes of this Lease. "Bond Counsel" means any attorney or law firm having a national reputation as bond counsel in connection with the issuance of state and local governmental obligations and appointed by the Authority as bond counsel. `Bonds'' means the Series 20078 Bands and any Additional Bonds issued pursuant to the hldenture. "Business Day" means any day on which the Trustee is open for business. "City" means the City of ColLUnbia Heights, a home rule char-ter city and political subdivision of the State of Minnesota, a11d any successor to its functions. "City Council" means the City Council of the City and any successor as govel-~~ing body of the City. "Closing Date" means the date upon which the Bonds of any series are delivered to the Original Purchaser (as defined in the Indenture} against payment therefor. The Closing Date for the Series 2007B Bonds is September 1 ~, 2007. "Completion Date" mewls the date of completion of construction of the Improvements and acquisition of the Facilities, established in accordance with Section 3.2(e) hereof. "Casts of Issuance" means all fees and expenses incurred by the City and the Authority in. connection with the execution and delivery of the Lease and the issuance of the Bonds, including, but eat 111nited to, costs of preparing and printing the Bands, this Lease, the Ground Lease, tl~e Indenture, the Official Statement relating to the Bonds, and related documents; legal Error! Unknown document property name. 2 fees (including, without limitation, those of Bond Counsel, couzlsel to the Trustee, the Authority, the City and d1e Insurer); recording fees and title insurance premiums; Rating Agency fees; financial advisor's fees; anal the Trustee's initial frees. "Facilities" means any buildings, structures and improvements to be constructed on the Sites, and all furniture, fixtures and equipment to be acquired with proceeds of sale of the Bonds and located thereon. "Fiscal Year" means the twelve-month fiscal period of the City, which comrrzences on Januaz°y 1 ai7d ends on December 31 of each yeal-. "Ground Lease" means the Ground Lease, dated as of September 1, 2007, by which the City leases the Sites to the Authority, as amended or supplemented from time to tune. "hprovements" means any addition, enlargement, impz°ovement, extension or alteration of or to the Facilities as they then exist, and also means any fixtures, structures or other facilities (other than the Facilities) acquired or constructed by the City azld located on the Sites. "Indenture" means the Mortgage and Security Agreement and Trust Indenture dated as of September 1, 2007, by and bettiveen the Authority and the Trustee, and any amendments or supplements thereto. "Independent," when used with reference to an atton~zey, engineer, architect, certified public accountant, consultant or other professional person, means a person who {i) is in fact indepezldez~t, (ii} does not have any material financial interest in the City or the transaction to which such person's Certificate or opinion relates (other than payment to be received for professional services rendered}, and (iii} is not com~ected with the Authority or the City as an officer, director or employee. "Independent Counsel" means an Independent attorney duly admitted to practice law before the highest court of any state. f"hlsurer" means its successors and assi~,ns.l "Interest Paylrient Date" zr~eans August 1, 2008 and each February 1 az~d August 1 thereafter until the Series 20078 Bonds are paid in full. "Internal Revenue Code'' means the Internal Revenue Cade of 1986, as amended, and the regulations promulgated thereunder. "Lease" means this Lease-Purchase Agreement, between the Authority, as lessor, and the City, as lessee, as amended or supplemented from time to time. "Lease Payment" means each of the payments due froze the City to the Authority on each Lease Payment Bate during the Terra of this Lease, as shown oz~ Exhibit 8. "Lease Payment Date" means the date upozz which any Lease Payment is due azld payable as pravided in Exhibit 8. L;rror! Dnknown doc~nment flroperty name. "Net Proceeds," when used with respect to proceeds of insurance or a condemnation award, means money received or receivable by the City, as owner or as lessee hereunder, or the Trustee, as lessee under the Ground Lease or as secured party, of the Sites or the F~acihities, less the cost of recovery (i~leluding attorneys' fees) of such money from the insut~7g company or the condemning authority. "Owner" means the registered owner of any Outstanding Bond. "Permitted Encumbrances" means, as of any particular tune: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to provisions of Section 6.3 hereof, permit to remain unpaid, (ii) the Grozrtd Lease, this Lease and atnendinents hereto or thereto, (iii) the Authority's and the Trustee's interest ilz the Facilities, (iv) any mechanic's, laborer's, materialmen's, supplier's or vendor's lien or right not filed or perfected in the mam~er prescribed by law, (v} such minor defects, in-egularities, encumbrances, easements, rights-of--way and clouds on title as normally exist with respect to properties similar in character to the Sites and which do not, in the opinion of IZdependent Counsel, materially impair the property affected thereby for the purpose for which it was intended, and (vi} easements, restrictions or encumbrances, if any, shown on Exhibit A hereto. "Project" means the acquisition, construction and equipping of two mutucipal liquor stores to be located at 50th Street and Central Avenue and 37th Street and Hart Avenue within the City. ``Project Casts" means the costs defined in Section 4.03 of the Indenture. "Purchase Price" means, with respect to any date, cash or obligations of or guaranteed by the Ututed States of America maturing at such times and in such amounts as to provide for the full and timely payment of all interest and premium, if any, on and principal of the Outstanding Bonds to maturity or an earlier redemption date, if applicable. The City shall be entitled to credit against the Purchase Price the atnaunt of any money tl.~en held by the Tnastee under the Indenture and available for the payment of the Outstanding Bands. ``Record Date'' means the 15th day of the calendar month next preceding any Interest Payment Date, regardhess whether suet-i day is a B~~siness Bay. "Reserve Fund" means the Reserve Fund established under Section 5.02 of the Indenture. "Reserve Requirement" means the least of (i) 10 percent of the original principal atnoLUlt of all series of Outstanding Bonds or (ii) the maximum principal and interest to become due on all Outstanding Bonds in the current year ar any future year or (iii) 125% of the original average atuiual principal. and interest to become due on all series of Outstanding Bands. "Series '~007B Bonds'' means the `~ Columbia Heights Economic Development Authorit~7 Public Facility Lease Revenue Bands, Series 20078 (Municipal Liquor Stares Project), originally issued pursuant to the Indenture. F,rror! t.'nknown document property name. G~ "Sites" means the real property described in Exhibit A hereto, including any property added to or substituted for any portion of the Sites, and. less airy real property released from this Lease pursuant to Article VI hereof. "State" means the State of Milulesota. "State and Federal Laws" means the Constitution and any law of the State and any ordinance, rule or regulation of ally agency or political subdivision of the State; anal any law of the United States, aild any rule or regulation of any executive department or federal agency. "Tenn" means the period during which this Lease may remain in effect as specified in Section 3.1. "Trustee" means U.S. Baz~lc National Association, Saint Paul, Mirulesota, and its successors and assigns as Trustee raider the Indenture. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease: Exhibit A: A legal description of the Sites and Facilities being leased and purchased by the City pursuant to this Lease, and a listing of Permitted Encumbrances. Exhibit B: The date and amount of each Lease Payment coming due during the Lease Tenn. Exhibit C: The fora of completion certificate to be delivered by the City to evidence the Completion Date. (The remainder of this page is intentionally left blank.) Error'. Llnkno~vn document property name.J ARTICLE II Representations, Covenants and Warranties Section 2.1. Representations Covenants and Warranties of the City. The City represents, covenants and warrants as follows: (a) The City is authorized under the Constitution aild laws of the State of Minnesota to enter into this Lease and the transactions contemplated hereby, anal to perfoi7n all of its obligations hereunder. (b} Neither the execution and delivery of this Lease, nor the fitlfillment of or compliance with the teens and conditions thereof, nor the consununation of t11e transactions contemplated thereby, conflicts with or results in a breach of the teens, conditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the City, or upon the Sites and the Facilities except Permitted Encumbrances. (c} This Lease is entered into under authority of gild pursuant to Miivlesota Statutes, Section 465.71, as amended. (d} The officers of the City executing this Lease have been duly authorized to do so. (e) The City will not pledge, mortgage or assign this Lease, or its rights, duties and obligations hereunder to any other person, fine or corporation except as provided under the teinls of this Lease. (f} Subject to the City's rights under Section 5.6 hereof, the Facilities will be used until the Bonds have all been paid primarily to carry out the essential governmental or proprietary purposes of the City. (g} Subject to the provisions of Section 5.6 hereof the City administration will include in the azulual budget of the City submitted to the City Council, for each Fiscal Year during tl~e Lease Te1-tn, money sufficient to pay a11d for the purpose of paying all Lease Payments and Additional Lease Payments and other obligations of the City under this Lease, and far this purpose the City will make a reasonable estimate of Additional Lease Payments to become due in the next Fiscal Year, aild will take all other actions necessary to provide money for the payment of the obligations of the City under this Lease from sources of the City lawfully available for this purpose. (h} Except to the extent specifically provided herein, the City is not obligated to appropriate or otherwise provide inaney for the payment of the Lease Payments or any other amounts coming due Izereundel°; and in the event ofnon-appropriation. or non-renewal by the Error! Llntrnown document property name. (~ City, the City shall not be liable far general., special, incidental, consequential or other damages resulting therefrom. Tlus Lease does not constitute a general obligation of the City, and the filll faith and credit and taxing powers of the City are not pledged for the payment of the Lease Payments or other amounts coming due, or other actions required to be performed, hereunder. (i) The City hereby declares its current need for the Facilities. The City has determined that the Lease Payments and Additional Lease Payments hereunder during the Lease Term represent the fair value of the use of the Facilities, and that the Purchase Price represents the fair purchase price of the Facilities. The City hereby determines that the Lease Payments and Additional Lease Payments do not exceed a reasonable amount so as to place the City under an economic compulsion to renc;;v this Lease or to exercise its options to purchase the Facilities hereunder. In making such determinations the City has given consideration to the costs of the Facilities, the uses a11d pLUposes for which the Facilities will be employed by the City, the benef t to the City by reason of the acquisition of the Facilities pursuant to the terns and provisions of this Lease and the City's option to purchase the Facilities. The City hereby determines and declares that the acquisition. of the Facilities and the leasing of the Facilities pursuant to this Lease will result in facilities of comparable quality and meeting the same requireanents and standards as would be necessary if the acquisition of the Facilities were performed by the City other than. pursuant to this Lease. The City hereby determines and declares that the period dul-ing which the City has an option to purchase the Facilities (i.e., the Tern of this Lease) does not exceed the useful life of the Facilities. Section 2.2. Representations Covenants and Warranties of the Authority. The Authority represents, covenants and warrants as follows: (a) The Authority is a public body corporate and politic azzd political subdivision of the State of Minnesota; has power to enter into this Lease; is possessed of full power to own and hold real a11d personal property, and to sell the same; and has duly authorized the e:xccutoii and delive~:y of this Lease. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terns and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terns, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which the Authority is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Authority, or upon the Sites and the Facilities except Permitted Enetumbrances. Error! UnknoFV^ document properf~y name. '] ARTICLE III Acquisition and Construction of Facilities; Payment of Project Costs Section 3.1. Project Casts. The City has caused estimates of the Project Costs of the Facilities to be prepared, which estimates have been reviewed anal approved by the Authority. Based on such estimates, the total Project Costs are estimated to be nat less than $6,307,783.75. In order to provide the money needed to pay the Project Costs when due, anal in consideration of the actions agreed to be performed by the City under this Lease, the Authority has entered into the Indenture, pursuant to which the proceeds of sale of ti7e Series 2007B Bonds hi *~he amount of ~ (including ally premium i11 the purchase price paid by the Original Purchaser) will be deposited in the Bond Fund and the Project Fund and applied as provided in the Indenture. Section 3.2. Acquisition and Construction of Facilities Payment of Casts. (a) The Authority shall establish the Project Fund with the Tnastee iiz accordance with the Indenture. A portion of the proceeds of the issuance a11d sale of the Bonds shall be deposited into the Project Fund, in accordance with the provisions of the Indenture. (b) The Authority shall cause the hnprovements to be completed a11d the remainder of the Facilities to be acquired with all reasonable dispatch. The Authority hereby appoints the City as its agent for the pul~ose of construction of the Improvements and the City may perform the same itself or tluough its agents, and may make or issue such contracts, orders, receipts and instructions, and in general do or cause to be done all such other things as it may consider requisite or advisable for the completion of the Improvements and for fulfilling its obligations under this Article. The City shall have full authority and the sole right under this Lease to supervise and cantrol, directly or indirectly, all aspects of the construction of the Improvements and the acquisition of the remainder oftl~c Facilities. The money on deposit in the Project Fund shall be applied by the Tnistee as provided in this Section and as otherwise provided in Article I J of the Indenture. Until the money on deposit in the Project Fund is so applied, such money shall be subject to the Iien of the Indenture, al~d the Authority alzd the City shall have no 1•iglit, title or islterest therein except as expressly provided >11 this Lease and the Indenture. (c} Disbursements from the Project Fund are to be made to the City or to its order in accordance with the hndenture; provided that requests for disbursements with respect to Costs of Issuance shall be made in accordance with paragraph (f) of this Section. (d} If the money in the Project Fund, together with any other money made available to pay the Project Costs, shall not be sufficient to pay the Project Costs ia1 full, then the City shall pay all that portion of the Project Costs in excess of the money available therefor. If the City shall make any payments pursuant to this paragraph (d}, it shall not be entitled to any reimbursement therefor from tl~e Authority, the rl,rustee or the Owners of tl~c Bonds, nor shall it be entitled to any ErroE•! iJnknow^ document property name. 8 diminution in or postponement of the payment of the Lease Payments, the Additional Lease Payments or the payment of any other amounts payable under this Lease. ,• (e} The Completion Date shall be the date on which the Improvements are completea m their entirety and ready to be placed in service and all other property which constitutes the Facilities has been acquired and installed, all as detez•~nined by the City. Promptly after the Completion Date, the City shall submit to the Authority, t11e Trustee and the Insurer a certificate signed by an officer of the City, substantially in the form of Exhibit C hereto, which shall specify the Completion Date and shall state that constnietion and acquisition of the Facilities has been completed and the Project Costs have been paid., except for any portion thereof which has been incLU-red but is not then due and payable, or the liability for the payment of which is being contested or disputed by the City, and for the payment of which `die Trustee is directed to retain specified amounts of money within the Project Fund. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against Hurd parties which exist at the date tlZereof or which may subsequently come into being. T11e certificate as to the Completion Date shall include a list of the equipment f nanced with proceeds of the Series 2007B Bonds and included as part of the Facilities. (f) The City shall be entitled to withdraw money fiom the Project Fund in payment of any item constituting a Cost of Issuance, by fu~~lishing the Trustee a certificate and order to pay such costs, in the foi7n required by the Indenture, on or after the Closing Date. The City agrees that it will pay promptly all expenses constituting Casts of Issuance, whether or not reunbursed therefor from the Project Fund. Section 3.3. City to Provide Title insurance. The City s hall provide ALTA Foie B (revised 10-17-92) title insurance policies insuring that the City has good and mai°ketable title to the Sites and that the Authority has a valid leasehold interest in and to the Sites, subject only to Permitted Encumbrances, containing such affirmative insurance as the Authority and the Trustee may reasonably request (including, but not limited to, mechanics' liens, contiguity of parcels, zoning, and easements and party wall. agreements), and deleting all standard exceptions to coverage. Title insurance premiufns, abstract continuation. charges and other title fees and expenses incurred pursuapt to this section shall be paid by the City on or before the Closing Date. (Tl~e remainder of this page is n~tentionally left blab?,.} Errtrr! Unknown docnment property name. 9 ARTICLE IV Lease and Sale of Facilities Section 4.1. Lease and Sale of Facilities. The Authority hereby leases and sells its leasehold. interest in the Sites axed the Facilities to the City, and the City hereby leases and purchases the Authority's interest in the Sites and the Facilities from the Authority, upon the temps and conditions set forth in this Lease. The sale shall be completed in accordance with the terms of Section 5.~ hereof. The Sites and the Facilities are leased and sold in their present condition without representation or wan°anty of any kind by the Authority, a~~d subject to the rights of parties in possession, to the existing state of title, to all applicable legal requirements now or hereafter in effect, and to Permitted Encumbrances. The City has examined the Sites and title thereto and has fowid all of the same to be satisfactory for the purposes of this Lease. Section 4.2. Lease Payments. Subject to the provisions of Section 4.4, the City shall pay to the Authority Lease Payments at the times and in the mamser specified in the attached Exhibit B. The Lease Payments shall be paid in lawfial money of the United States of America, in same-day funds, directly to the Trustee, to whom the Authority has irrevocably assigned its rights to receive such Lease Payments pursuant to the Indenttxre. It is acknowledged that the Lease Payments to be made not later than each January 15 and July 15 of each year shall be applied by the Trustee to payment of the principal of and. interest on the Bonds to be paid on the same date. Section 4.3. Additional Lease Payments. During the Tenn of this Lease, the City shall pay or cause to be paid as Additional Lease Payments the following amounts: (a} All fees, charges axed expenses, including agent axed counsel fees, of the Trustee and any Paying Agent incun•ed under the Indenture, as and when the same become y Que. (b) All costs incident to the payment of the principal of, premium, if any, and interest on the Bonds as the same become due and payable, including redemption premiums, if any, and all other costs and expenses in coruzection with the call, redemption and payment of Bonds. (c) An amount sufficient to reimburse the Authority for all expenses reasonably incun-ed by the Authority hereunder and in connection with the performance of the Authority's obligations under this Lease or the Indenture. (d) All expenses incux~ed in comzection with the enforcement of any rights under tl>is Lease or the hldenture by the Authority, the Trustee or the Owners of the Bonds. (e) All payments required by the rebate covenants of Section C.8(b}, including without limitation any fees payable to consultants retained to analyze rebate requirements. Error? Linknown document property name. 1 (f) All other payments of whatever nature which the City has agreed to pay or assume under the provisions of this Lease (including, without 1u11itation, any amounts advanced under Section 6.2(b) hereof and interest thereon}. (g) Any amounts necessary to repleiush the Reserve Fund to the Reserve Requirement, which amount shall be paid wit1~1 eighteen (18} months after any draw thereon under the Indenture. (h} All costs, charges, expenses and other arnolults and obligations duc alld owing by the Authority under the Ground Lease, as and when the same become due. Section 4.~. Sourcc of Lease Pavnielits. No~~7itl~standing at~y other provision of this L Pace apparently to the contrary, this Lease shall not constitute a general obligation. of the City, and the full faith and credit of the City are not pledged for the payment of the Lease Payments or the perfo~-~nance by the City of its obligations hereunder. The Lease Payments and Additional Lease Payments shall be paid, and other obligations of the City hereunder shall be met, solely from the amount appropriated by the City Council far such purpose in the City's annual budget and shall constitute a cui~ent expense of the City for the Fiscal Year then in effect. It shall not constitute an indebtedness of the City within the meaiung of the Constitution and laws of the State of Minnesota. The other obligations of the City hereunder shall be met solely from ane or more of the following: (a} Net Proceeds of insurance or self-insurance required to be maintained by the City under Article VII; (b) Net Proceeds of any condemnation award with respect to the Sites and Facilities; and (c} money from time to time appropriated by the City Council for t1LS purpose, provided that the City Council shall have no legal obligation. to appropriate money far this purpose. Section 4.5. City's Obligations and Remedies. (a} Except as provided in Section 5.6 hereof, the City's obligation to pay Lease Payments due with respect to the Sites alld the Facilities, and to perfozrn and observe all other covenants and agreements of the Citjj contai?~ed herei_nj shall be absohtte al~d unconditional; and the Lease Payments and Additional L ease Payments due aild payable hereunder shall be made without notice or demand and without set-off, counterclaim, abatement, deduction or defense including, without limitation, any faihtre or delay by the Authority ri tiie performance of any of its obligations hereunder, and it•respective of whether tl~e Facilities shall have been started or completed, or whether the City's or the Authority's title thereto or to any part thereof is defective or nonexistent, anal notwithstanding any damage to, loss, theft or destruction of the Facilities or any part thereof, any failure of consideration, the taking by eminent domain of title to or of the right of temporary use of all or any part of the Facilities, legal curtailment of the C,ity's use thereof, the eviction. or constructive eviction. of the City, any change in the tax or other laws of the United States of America, the State of Minnesota or any political subdivision thereof, any change in the Authority's legal organization or status, or any default of the Authority hereunder, and regardless of the invalidity of any action of the Authority, and regardless of the invalidity of any portion of this Lease. (b} Notwithstandi~~g any provision or covenant contained in this Lease, the Indenture or the Bonds, the City is not obligated to renew the Lease beyond any Fiscal Year from time to time in Error! 1'nknown document property name. 11 effect, nor is it obligated to budget or appropriate money or to pay Lease Payments or Additional Lease Payments beyond the end of the Fiscal Year in effect at a given time. (c} Nothllzg in this Lease shall be construed to release the Authority from the performance of any agreement on its part herein contained or as a waiver by the City of any rights or claims which the City may have against the Authority under this Lease or otherwise, but any recovery upon such rights and claims shall be had lion the Authority separately, it being the intent of this Lease that the City sI1a11 be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease during the Tern of this Lease unless sooner temunated in accordance with section 5.2 hereof (including the obligation to make Lease Payments and Additional Lease Payments) for the benefit of the Owners of the Bonds. The City may, however, at its own cost anal expense and in its own narlie or in the nan~e of the ~>uthority, prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the Authority hereby agrees to cooperate fiilly with the City and to take all action necessary to effect the substitution of the City for the Authority in any such action or proceeding if the City shall so request. Section 4.6. Possession and Enjoyment. The Authority hereby covenants to provide the City during the Term of this Lease with quiet use alld enjoyment of the Sites aild Facilities, and the City shall dur>l1g such Term peaceably and quietly have as~d hold a11d enjoy the Sites and Facilities, without suit, trouble or hindrance from the Authority, except as expressly set forth in tlvs Lease. At the request of the City and at the City's cost, the Authority will join in any legal action in which the City asserts its right to such possession. and enjoyment to the extent the Authority niay lawfully do so. Section 4.7. Authority__Access to Sites and Facilities. The Authority and the Trustee shall have the right at all reasonable times to examine and inspect the Sites and Facilities, and shall have such rights of access to the Sites and Facilities as may be reasonably necessary to cause the proper maintenance thereof in the event of failure by the City to perform its obligations hereunder. (The remainder of this page is intentionally Left blat~Ic.} Error! Unknown doeiiment ~roperfy n~rme. 12 ARTICLE V Term of Lease; Transfer or Surrender of Sites and Facilities Section 5.1. Lease Tenn. Subject to the provisions of Section 5.6, this Lease shall be i11 effect for a Tenn comm~encing upon the execution hereof and ending on February I, 2030. Section ~.2. Termination of Lease Tenn. The Tern of this Lease will terminate upon the occur-ence of the first of the following events: (a} non-appropriation by the City pursuant to Section 5.6 hereof; (b) the payment by the City of the Purchase Price, pursuant to Section 8.1; (c) the discharge by the City of its obligation to pay the Lease Payments and Additional Lease Payments required to be paid by it hereunder pursuant to Section 8.3; or (d) a default by the City and the Authority's election to terminate this Lease pursuant to Article X. Section 5.3. Authority's hlterest in the Sites and Facilities. Upon payment of all Lease Payments alid Additional Lease Payments due hereunder, or upon prepayment of the Lease Payments and Additional Lease Payments or discharge of the City's obligation to make the Lease Payments and Additional Lease Payments in accordance with Article VIII hereof, and in either event, upon defeasance of the Bonds i11 accordance with Article X of the Indenture, full and unenctunbered legal title to the Facilities shall pass to the City, and the Authority shall have no further interest therein. In such event the Authority a11d its officers shall take all actions necessary to authorize, execute and deliver to the City any and ail documents necessary to vest in the City, all of the Authority's ri~iit, titre and interest in and to the Sites and Facilities, free and c,i_ear of all liens; leasehold interests, encumbrances (other than Permitted Encumbrances), including, if necessary, a release of as~y aild all interests or liens created under the provisions of this Lease. Section 5.4. Surrender of Sites and Facilities. Upon termination. of the Tern of this Lease pursuant to Section 5.2, clause (a) or (d), or upon exercise by the Authority (or the Trustee) of its right to take possession of the Sites and Facilities under Section 10.2, the City shall surrender the Sites and Facilities to the Authority or the Trustee in the condition in which they were originally received from the Authority, except as repaired, rebuilt, restored, altered or added to as permitted or required hereby, ordinary wear and tear excepted. The City shall have the right to remove from the Sites and Facilities at or prior to such termination or possession all personal property located therein which was not financed with money provided from the Project Fund, or which has not replaced personal property so financed, and which is not otherwise owned by the Authority, but the City shall repair any damages caused by such. removal. Section 5.5. Purchase Conveyance of Title. At any time when the Purchase Price, together with aaly unpaid or delinquent interest, has been fully paid or provided far, whether by (i) payment Error! Unknown document property name. 13 of all Lease Payments and Additional Lease Payments as provided 111 Section 5.1 hereof, or (ii} payment or provision for payment of the Purchase Price as provided in Article VIII hereof, then the nllrchase of the Sites and the Facilities by the City shall be deemed to have been completed. Tl1e Authority shall thereupon deliver to the City such instruments of conveyance or release as, in the opinion of the City, may be necessary to release the interests of the Authority atld the Trustee in the Sites and Facilities. Section 5.6. Non-Appropriation. Lf the City Council does not appropriate or budget money sufficient to pay the Lease Payments and reasonably estimated Additional Lease Payments coming due ill the next Fiscal Year, as determined by the City's budget for the Fiscal Year in question, then the Term of this Lease shall terminate at the end of the then-current Fiscal Year. Thse City Council. shall effect such non-appropriation by adoption of a resolution specifically rcfel~ring to this Lease and determining (i) not to provide money for payments due hereunder in the next Fiscal Year and (ii} that file Lease shall terminate at the end of the then-current Fiscal Year, and the City shall give the Authority and the Trustee a written notice of such non-appropriation and shall pay to the Authority any Lease Payments and Additional Lease Payments which are due and have not been paid at or before the end of its then current Fiscal Year. The City shall endeavor to give as much notice ofnon-renewal as possible prior to the end of such Fiscal Year, but in any event the City shall not be required to give more than twelve (12) months' notice, and the City shall notify the Authority and the Trustee of any anticipated termination. In the event of termination of this Lease as provided in this Section, the City shall surrender possession of the Sites and Facilities to the Authority rl~ accordance with. Section 5.4 and convey to the Authority or release its interest in the Sites and Facilities within ten (10} days after the expiration of the then-current tern. Section 5.7. Intent to Continue Tern• Appropriations. The City presently intends to continue this Lease for its entire Term and to pay all Lease Payments specified in Exlvbit B and Additional Lease Payments. The City reasonably believes that money in an amount sufficient to make all such Lease Payments and Additional Lease Payments can and will lawfiilly be appropriated or budgeted and made available. r, ~'~ `T t F,Tp,,,, +ermination of this Lease as provided in SPCtion aection S.o. ~,l~cct o~ erlnina ion. ~~~ 5.6, the City shall not be responsible for the payment of any Lease Payments or Additional Lease Payments coming due with respect to succeeding Fiscal Years, but if the City has not delivered possession of the Sites and Facilities to the Authority in accordance with Section 5.4 and conveyed to the Authority or released its interest lll the Sites and Facilities within ten (l0} days after the termination date, the termination shall nevertheless be effective, but the City shall be responsible for the payment of damages in an amount equal to the amount of the Lease Payments thereafter conung due under Exhibit B and Additional Lease Payments which are attributable to the number of days during which the City fails to take such actions and for any other loss suffered by the Authority as a result of the City's failure to take such actions as required. The City shall be required to pay aver to the Tl~astee any money which it leas appropriated or budgeted for the purpose of paying obligations under this Lease for any Fiscal Years preceding the Fiscal Year for which non-renewal under Section 5.6 is effective. Errort tlnknow~n document property name. 14 ARTICLl1 VI General Matters Section 6.1. Use; Permits. The City shall exercise due care in the use, operation and maintenance of the Sites and Facilities, and shall not use, operate or maintain the Sites and Facilities improperly, carelessly, in violation of any State and Federal Law or for a purpose or in a mamzer contrary to that contemplated by this Lease. The City shall obtain or cause to be obtained all. permits and licenses necessary for the operation, possession and use of the Sites and Facilities. The City shall comply with all State and Federal Laws applicable to the operation, possession and use of the Sites and Facilities, and if compliance with any such State and Federal r a~,.j requires changes or additions to be made to the Sites and Facilities, such changes or additions shall be made by the City at its expense. Section 6.2. Maintenance aild Modif cation of Facilities by the City. (a) During the Tei7n of this Lease the City shall, at its awn expense, maintain, preserve and keep the Sites alid Facilities u1 good repair, working order and condition, arld shall from tune to time make all repairs, replacements and improvements necessary to keep the Sites and Facilities in such condition. The Authority shall have no responsibility for any of these repairs, replacements or improvements. In addition, the City shall, at its ovv~~ expense, have the right to remodel the Facilities or to make additions, modifications and improvements thereto. All such additions, modifications and improvements shall thereafter comprise part of the Facilities and be subject to the provisions of this Lease. Such additions, modifications aild improvements shall not in any way damage the Facilities; and the Facilities, upon completion of any additions, modifications aild improvements made pursuant to this Section., shall. be of a value not less than the value of the Facilities ulvnediately prior to the malting of such additions, modifications and improvements. Any property for which a substitution or replacement is made pursuant to this Section may be disposed of by the City in such manner and on such tee-~77s as are detel7nined by the City. The City will not permit at~y ~necha?~ic's or other lien to be established or remain against the Sites and Facilities for labor or materials furushed in coiuzection with. any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City pursuant to this Section.; provided that if any such lien is established a1~d ~~1ie City shall first notify the Authority and t11e Trustee of the City's intention to do so, the City may in good faith contest any lien fled or established against the Sites and Facilities, a11d in such event may permit the items so contested to remain iuldischarged and tulsatisfied during the period of such contest and any appeal therefrom unless the Authority or the Ti~.istee shall notify the City that, u1 the opinion of Independent Cotulsei, by nonpayment of any such item the interest of the Authority u1 the Sites and Facilities will be materially endangered or the Sites anal Facilities or any part thereof will be subject to loss or forfeiture, i?Z which event the City shall promptly pay and cause to be satisfied and discharged all such unpaid items or provide the Authority and the Trustee with full security against any such loss or forfeiture, in form satisfactory to the Authority and the Trustee. The Authority will. cooperate fully with tl~e City in any such contest, upon tl~e request and at the expense of the City. (b} In tl~e event the Authority becomes aware of any condition on the Sites or in the Facilities which, in the reasonable opinion of the Authority, creates a r•islt to the health and safety of error! Unknown document property name. 1 S any users of the Facilities or creates a risk of significant deterioration of the Improvements if not coizected, the Authority may, but shall be under no obligation to, notify the City of such condition and request that it be cured as promptly as is reasonably possible. In the event the City does not promptly cure such condition, the Authority may, but shall be under no obligation to, take reasonable steps to correct such condition. In such event, the cost to the Authority and interest thereon at the highest rate specified in any Bond until paid will be charged to the City as ail Additional Lease Payment. Section 6.~. Taxes Other Govenunental Chai-~es and Utility Charles. Druing the Tern1 of this Lease the City shall also pay or cause to be paid when due all gas, water, steam, electricity, heat, power and other charges incun•ed in the operation, maintenance, use, occupancy and upkeep of the Sites and the Facilities. The City shall also pay ail property and excise taxes and govern~~~cn+~al charges of any kind. whatsoever which niay at any time be lawfully assessed or levied against or with respect to the Sites and the Facilities or any past thereof or the Lease Payments, and which become due during the Tenn of this Lease with. respect thereto; and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Sites and Facilities; provided that with respect to special assessments or other goven~mental charges that inay lawfully be paid in installments over a period of years, the City shall be obligated to pay only such instaIlmei~ts as are required to be paid during the Tenn of this Lease as and when the same become due. The City shall not be required to pay any federal, state or local income, ir~lleritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by the Authority, its successors or assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon property. The City inay, at the City's expense and in the City's name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such. contest, inay permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of the Authority in the Sites and Facilities will be materially endangered or the Sites, the Facilities or any part thereof will be subject to loss or ~ i-feitiu-e, ire which e~~~ent the Cit~r sha11_ promptly pay such taxes, assessments or charges or provide the Authority and the Trustee with full security against any loss which may result from nonpayment, in foam satisfactory to the Authority and the Tnistee. Section 6.4. Liens. The Ciiy shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encuinbrarice or claim on or with respect to the Sites or the Facilities, except the respective rights of the Author7ty and the City as herein provided and Permitted Eneuinbrances. Except as expressly provided in this Article, the City shall promptly, at its own expense, take such action as inay be necessary to duly discharge ar remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any tune. The City shall reimburse the Authority for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encunibrazsce or claim. Section 6.5. Easements. The Authority will from time to time, at the request of the City and at the City's cost and expense, cooperate aiid join with the City: (a} in granting easements and other rights in the nature of easements, releasing existing easements or other rights in natui°e of easements which are for the benefit of the Sites or the Facilities; (b} in executing amendments to any covenants Error! Unknown document pro~erry name. and restrictions affecting the Sites or the Facilities; (c} in executing and delivering to any person any instrument appropriate {i) to confirm or to the effect that such grant, release or execution is not detrimental to the proper conduct of the operations of the City on or in the Sites or the Facilities, (ii) to show the consideration., if any, being paid for such grant, release or amendment, (iii} to show that such grant, release, dedication, transfer, petition or amendment does not materially impair the use of the Sites or the Facilities or reduce the value of the Sites or the Facilities, or (iv) to confine that the City will remain obligated hereunder to the same extent as if such grant, release, or amendment had not been made, and the City will perform all obligations under such. instrument. The consideration, if any, received by the Authority or the City for such grant, release, or amendment shall be paid to the Trustee and deposited in the Bond Fund. Section 6.r7. AdditiUn ~u~d Substitution of Land. The Authority and the City agree to add to the Ground Lease and this Lease certain additional interests in land, and to release from the Ground Lease and this Lease certain portions of the Sites, and to substitute other interests in real property for some or all of the portions of the Sites so released, but only upon the conditions hereinafter set forth.: (1) The City may, from time to time, add additional real property to the Sites subject to the Ground Lease and this Lease if (i) the additional real property is to be the site of a portion of the Improvements, and (ii) the City provides the Trustee with an adequate legal description and sul-vey of the Sites, satisfactory to the Trustee, a11d an endorsement to the title insurance policy described in Section 3.3 hereof covering the additional real property acid showing only such fiu-tl~er exceptions to title as are acceptable to the Trustee. (2) The Ciiy may, from time to time and with the prior written consent of the Trustee, the Insurer and the Authority, obtain the release of a portion of file Sites as now described, if (i) the City certifies that such portion of the Sites is not reasonably necessary for the construction of the Improvements; (ii} the unreleased portion of the Sites is not impaired by such release with respect to ingress and egress, access to dedicated roads and use of file unreleased portion of the Sites for its then current or intended purposes; (iii) the City delivers to the Trustee an appraisal by an Independent appraiser of the Sites and any addition thereto that ~r~ould remair2 after the proposed release; and (ivl tl~e City provides written. notice of such proposed release, including a copy of the appraisal, to Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, hzc. (3) To accomplish the addition, release or substitution of real property as described in paragraph (1) or (2), the City shall prepare and furlish to the Trustee and the Authority almendments or supplements to tlvs Lease, the hndenture, the Ground Lease and any UCC Financing Statements f led in connection with this Lease. The City shall pay all expenses, including attonley's fees, incurred in accomplishing any such addition, release or substitution. Section 6.7. Compliance with hndenture. During the Tern of this Lease, the City agrees to perform all obligations imposed upon the City by the Indenture. Error! Unknown document property name. 17 Section 6.8. Tax Covenants. (a) The City covenants and agrees with the Authority for the benetrt of the Uwners tram time to time of the Bonds that it will take, and will cause its officers, employees or agents to take, all actions necessary to comply with the applicable provisions of the Internal Revenue Code, and that it will nat take or permit to be taken by any of its officers, employees or agents any actions that would cause the interest on the Bonds to become subject to federal income taxation under the applicable provisions of the hiternal Revenue Code. (b) The City shall take such actions a11d make all calculations, transfers and payments that may be necessary to comply with the rebate require~rents ccntained in Section 148(f) of the Internal Revenue Code. The City will compute t11e rebate requirement and make rebate payments in accordance with law. The City must make periodic computations of the amount to be paid to the United States under Section. 148(f) of the h~ter7al Revenue Code, and transfer the appropriate amount to a special field held by the Trustee. Such transfers may be made from funds identified in the Indenture. To the extent that fiu~ds identified in the hldenture are inadequate, the City will use any funds legally available to make any required deposit to or payment fiorn the special fund held by the Ti~zstee. (c) None of the proceeds of the Bonds will be used, directly or indirectly, to replace funds which were used in any business carried on by any person other than a state or Local govermnental unit. (d) The payment of the Lease Payments will not be (A) directly or indirectly secured by asry interest in (i) properly used or to be used for a private business use by any person other than a state or local goverunental unit or (ii} payments in respect of such property, or (B) directly or indirectly derived from payments (whether or not by or to the Authority or the City), in respect of property or borrowed money, used or to be used for a private business use by any person other than a state or local. gover~rriental unit. (e) None of the proceeds of the Bonds will be used, directly or indirectly, to 1nal~e or finance loans to persons other than a state or local governmental unit. (f) Except as provided below, no user of the Facilities or other property financed with proceeds of the Bonds will use the Facilities or such other property in a trade or business on any basis other than the same basis as the general public; and no person other than a state or local govermmental Lunt will be a user of the Facilities or such other property in a trade or business as a result of (i) aw~~ership, or (ii) actual or beneficial use pursuant to a lease or a management or incentive payment contract, or (iii} joint venture or ally other similar arrangement. Notwithstanding the foregoing, subject to an approving opi~uon of Bond Counsel, the City may permit up to five percent (5%) of the useable square footage of the Improvements to be used in the trade or business of a person other than a governmental unit. Section 6.9. Financial Statements. The City shall provide the Trustee as soon as they a~-e available, annual audited financial statements of the City, together with such additional information as tl~e Trustee may from. time to time reasonably request. Error! Unknown document property name. I8 ARTICLE VII Insurance and Indemnification; Damage, Destruction and Condemnafion Section 7.1. Liabilit~hlsurallce. Dui°izlg the Term of this Lease the City shall procure aild maintain continuously in effect with respect to the Sites and Facilities, insurance against liability for injuries to or death of airy person or damage to or loss of property arising out of or in any way relating to the tnaultenance, use or operation of the Sites, the Facilities or any part thereof, in amounts not less than the City's tort liability limits under Minnesota Statutes, Chapter 466 for death of or personal injury to any one person, in amounts not Less than the City's tart liability limits under Minnesota Statutes, Chapter 466 for all personal injuuies and deaths arising out of any one occurrence, and in amounts not less than the City's tort liability limits under Mirnlesota Statutes, Chapter 466 for property damage arising out of any one occurrence. The Net Proceeds of all such insurance shall be applied toward extinguislunent or satisfaction of the liability with respect to which the insurance proceeds may be paid. It is understood that with respect to persons or entities other than the Authority, this insurance covers airy and all liability of the City and its officers, employees and agents. .4s an alte~-~Zative to the purchase of liability insluance, the City may self- ir~sure against such liabilities in accordance with the provisions of applicable law. Policies of connnercial insurance may include deductibles of no more than ten percent (10%) of policy alnolu~ts. Section 7.2. Property Insurance. During the Tenn. of this Lease, the City snail procure aild maintain continuously in effect, to the extent of the full replacement value of the Facilities, other than building foculdations, insurance against loss from or damage by vandalism and fire, with a uniform standard extended coverage endorsement limited only as may be provided in the standard form of extended coverage endorsement at the time in use in the State of Minnesota, ill such aanount as will be at least sufficient so that a claim may be made for the full replacement cost of airy part thereof damaged or destroyed. All policies (or endorsements or riders} evidencing insurance required in tl~s Section shall be carried in tl~e names of tl~e City, t1~e Autho,-ity and the `I'r?,stPe as their respective interests may appear. The Net Proceeds of Insurance required by this Section shall be applied as provided in this Article VII. Section 7.3. Admilustration of Claims. Neither the City, the Authority nor the Trustee shall be required to prosecute any claim against or contest any settlement proposed by ally insurer, but any of them may prosecute any such claim or contest any such settlement. In the event of a contest by the City, it shall be at the City's expense, and the City may bring suc1~ claim or contest in the name of the Authority, the City or both, arld the Authority will join therein at the City's written request upon the receipt by the Authority of an indemnity from the City against all costs, liabilities and expenses in connection with such claim or• contest. Section 7.4. Other Insurance and Requirements for All Lnsurance. All insurance required by this Article may be ca~•ried under a separate policy or a rider or endorsement; shall be taken out and maintained with responsible insurance companies organized under the laws of one of tl~e states of t1~e United States and qualified to do business in the State of Minnesota; shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the Error! Unkn°wn document trropzrty name.. 1 C~ City and the Trustee at least thirty (30} days before the cancellation. or revision. becomes effective; and shall name the City, the Authority alld the Trustee as insured parties. The insurance required by Sections 7.1 and 7.2 hereof may be provided by the City pursuant to an umbrella policy which provides coverage for the amounts and the insurable incidents provided in suds Sections. Annually, the City shall deposit with the Trustee policies evidencing any such. insural~ce procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in force and effect, along with a certificate fiom an insurance consultant stating that all insurance complies with the requirements of this Article VII. Before the expiration of any such policy, the City shall furnish to the Trustee evidence that the policy has been i°enewed or replaced by another policy conforming to the provisions of this Article, unless such insurance is no longer obtainable, in which event the City shall file its self-insurance plan with. t11e Tnistee. Section 7.5. Indemnification. As between the Authority and the City, to the extent permitted by the laws of the State of Mimnesota, the City assumes all risks aild liabilities, whether or not covered by insurance, for loss or damage to the Facilities and for injury to or death of any person or damage to any property, wheflser such injury or death be with respect to agents or employees of the City, the Authority or of Hurd parties, and whether such property damage be to the City or the Authority's property or the property of others, which. is proximately caused by the negligent conduct of the City, its officers, employees, agents and lessees, or arising out of the operation, maintenance or use of the Sites and the Facilities by the City, its officers, employees, agents and lessees. The City hereby assumes responsibility for and agrees to reimbL~rse the Authority for all liabilities, obligations, losses, damages, penalties, claimms, actions, costs and expenses (including reasonable attoi7ley's fees) of whatsoever kind and nature, imposed on, incurred by or asserted against tl7e Authority or its officers or employees that i?~ any way relate to or arise out of a claim, suit or proceeding based in whole or in part on the foregoing, to the maximum extent permitted by law. Section 7.6. Iazardous Substance Indemnification. The City agrees, to the extent permitted by the laws of the State of Minnesota, to defend, indermnify and hold harmless the Authority and the Trustee, their officers, employees, agents, successors and assigns (the "Indemnitees") from and against, and shall rei?mb~a~-se the Indemnitees for, any and all loss, claim, liability, damage, judgment, penalty, injunctive relief, injury to personal property or natural resources, cost, expense, action or cause of action arising in coiulection with or as the result of any past, present or future existence, use, handling, storage, transportation, manufacture, release or disposal of any Hazardous Substance in, on or under the land upon which the Project is located, whether foreseeable or unforeseeable, regardless of the source, the time of occtu7ence or the time of discovery (collectively referred to as "Loss''}. This indemnification against Loss includes, without lilmitation, indemnification against all costs in law or in equity or removal, response, investigation, or remediation of any kind, and disposal of such Hazardous Substances, all costs of detei7nirung whether the land upon which the Project is located, is in compliance with, and of causing the land upon which the Project is located, to be in compliance with, all applicable Env>lonmental Laws, all costs associated with claims for damages to persons, property, or natural resources, and the Indenu7itees' reasonable attorneys' and consultants' fees, court costs and expenses incurred in connection with any of the above. For this purpose "I-lazardous Substance" shall bo defined as any substance, the presence of which requires investigation, per-smitting, control. or retnediation under any federal, state or local statute, regulation, ordinance or order, including without liimitation: Error? Lnknavvn document property name. 20 (a} any substance defined as "hazardous waste" under the Resource Conservation and Recovery Act, as amended (42 U.S.C. §6901, et se .); (b) any substance defined as a ``hazardous substance" under the Comprehensive 1/nviromnental Response, Compensation and Liability Act, as amended (42 U.S.C. §9601, et sec ..); (c) any substance defined as a "hazardous material." under the Hazardous Materials Transportation. Act (49 U.S.C. §1800, et se .}; (d) any substance defined under any Minnesota statute analogous to (a), (b} or (c), to the extent that said statute defines any tetn7 more expansively; (e} asbestos; (f) urea formaldehyde; (g} polychlorinated biphenyls; (h} petroleum, or any distillate or fraction thereof; (i) any hazardous or toxic substance designated pwsuant to the laws of the State of Mirulesota; and (j) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any goverunental authority. Section 7.7. Dama_~e Destruction and Condeirulation. If the Facilities or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or title to or the temporary use of the Facilities or any part thereof, or the interest of the City or the Authority in file Sites or the Facrlltles or a11j% pari thereof is takeli under the exercise of the po~x7er of e,nine?~t domain by any goverunental body or by any person, fn-~n or corporation acting under governmental authority, the City shall have the rights with respect to the Net Proceeds of any insurance or condemnation award specified in this Section, but the City shall. be obligated to continue to pay tl,e Lease Payments and Additional Lease Payments due with respect to the Facilities. Ali Net Proceeds shall be applied to the prompt repair, restoration, modification, unprovement or replacement of file Sites and the Facilities by the City, or, if the City elects not to repair or rebuild, all Net Proceeds shall be applied to prepay the Lease Payments and Additional Lease Payments; in either event all Net Proceeds not needed for the purpose shall belong to the City. In the event Net Proceeds exceed $1.00,000, they shall be held by tl~e Trustee and disbursed in payment of costs of repair, restoration, modification, improvement or replacement substantially in accordance with tlae procedure fo~• disbursement of Bond proceeds from the Project Fund in Article IV of the Indenture. Section 7.8. h~sufficiency of Net Proceeds. If tl~e Net Proceeds are insufficient to pay in full the cast of any repair, restoration, modification, improvement or replacement of the Sites and the Facilities, the City shall either: (a} complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that if by reason of any such insufficiency of the Net Error! tlnknawn document property name. 21 Proceeds, the City shall make any payments pursuant to the provisions of this Section 7.8, the City shall not be entitled to any reimbursement therefor from the Authority nor shall the City be entitled t~ ~,,,~~ ~l;,n;,,_„t;nn of the Tease Payments or Additional. Lease Payments due with respect to the Facilities; or (b) prepay the Lease Payments and Additional. Lease Payments, in which event the Net Proceeds shall be used for this puipase. If the City elects not to repair, rebuild or restore, the City shall prepay or discha,•ge the Lease Payments and Additional Lease Payments to the full extent of the Net Proceeds. Section 7.9. Cooperation of Authority. The Authority shall cooperate fully with the City at the expense of the City i11 filing any proof of loss with respect to any insurance policy covering the casualties described in Section. 7.7 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Sites or the Facilities or any part thereof and will, to the extent it may lawfully do so, permit the City to litigate in any proceeding resulting therefiom in the name of alld on behalf of the Authority. In no event will the Authority voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim. or any prospective or pending condemnation. proceeding with respect to the Sites or the Facilities or airy part thereof without the written consent of the City and the Trustee. Section 7.10. Condenulation of Other Pro~ei•ty O~nied by the City. The City shall be entitled to the Net Proceeds of any condemnation award or portion. thereof made for destruction of, damage to or taking of its property not included in t11e Sites or Facilities. (The remainder of this page is intentionally left blank.) Frrnr! t?nknown document property name. 22 ARTICLE VIII Option to Purchase; Option to Prepay Section 8.1. Option to Purchase or Prepay. Tl1e City shall have the option at any time to purchase the Sites and Improvements by payment to the Trustee of the Purchase Price then applicable, or to prepay unpaid Lease Payments and Additional Lease Payments, in whole or in part. Section 8.2. Exercise of Option. The City shall give notice to t11e Authority of its intention to exercise its puuchase or prepayment option not less than forty-five (45) days in advance of the date of prepayment or purchase, a11d shalt pay to the Authority on the date of prepaymcrtt or purchase t11e prepayment amount or (in the event of a purchase) an amount equal to the then cun•ent Purchase Price, less any Net Proceeds to be applied to the amount to be so paid in accordance with Section 7.7. Section 8.3. Provision for Payment of Purchase Price Discharge of City's Obligation. The City may at any time provide for the payment of the Purchase Price or discharge its obligation to pay Lease Payments due under dais Lease by depositing irrevocably in escrow with a bank or trust company, cash or direct obligations of the United States, bearing interest payable at such times and at such rates and maturing on such dates, but not callable prior thereto, as shall be required to provide money sufficient to pay or prepay all unpaid Lease Payments and the applicable redemption premiiun, if any, on the Outstanding Bonds, on the dates when they are due or subject to prepayment as provided in Section 8.1, as determined by the City, together with (r} computatio,ls and an opinion letter of a certified public accounting film showing and attestil~g to the sufficiency of such money and securities for tills purpose, and (ii) an opinion letter of Bond Counsel stating that the deposit of such cash or securities will not cause the Bonds to become "arbitrage bonds" under Section 148 of the Intenzal Revenue Code. Section 8.4. Prerequisite; No Default. The City may exercise tl~e rights specif ed in S2ct1t'iriS B.I, 8.2, and 8.3 o~~?y if it is not i:. default ~2der this Lease. (The remainder of this page is intentionally lett'olal~ic.) Errar? Untcnown document property name. ~~ ARTICLE I Assignment, Subleasing, Indemnification, Mortgaging and Selling Section 9.1. Assi~ntnent by Authority. Except as expressly provided in this Section, the Authority's rights and obligations under this Lease, including the right to receive and enforce payment of the Lease Payments and Additional Lease Payments to be made by the City under this Lease alnd its interest in the Sites and the Facilities, shall not be assigned, pledged, mortgaged or transferred, in whole or in part, except to the Trustee pursuant to the Indenture. The City hereby approves the assignment and mortgage made by the Authority to the Trustee under tine Indenture of the Authority's interest in the Sites, the Facilities, the Ground Lease, this Lease and the Lease Payments to become due hereunder. Section 9.2. Assi~nllnent and Subleasing by the City. The rights alnd obligations of the City under this Lease may not be assigned by the City without the written consent of the Authority, the Trustee and the Insurer. The City nnay also (with written consent of the Insurer) sublease the Project, or any portion thereof, to any other entity, provided that the City fiu7nishes to the Authority and the Trustee an opinion of Bond Counsel that such sublease will not adversely affect the validity of the Outstanding Bonds or the exemption of the interest thereon from federal income taxation. Section 9.3. Restriction on Mort~a~e or Sale of Project by the City. Without the prior written consent of tine Authority and the Trustee, the City will not mortgage, sell, assign, transfer oi- convey the Sites or the Facilities or any portion thereof during the Term of this Lease. (The remainder of this page is intentionally left blalnk.) Error! L;nlcnown cioeument properCy ^ame. 2Gl ARTICLE X Events of Default and Remedies Section 10.1. Events of Default Defined.. Any ane or more of the followilsg events shall be an "Event of Default" under this Lease: (a) Failure by the City to pay any Lease Payment, Additional Lease Payment, or other payment required to be paid hereunder at the time and from the sources specified herein. (b} Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in clause (a) of this Section, for a period of sixty (60) days after written notice specifying such failure alld requesting that it be remedied has been. given to the City by the Authority or the Trustee, unless the Authority and the Trustee shall agree in v~niting to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice catv~ot be corrected within the applicable period, the Authority and the Trustee shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (c) The occurrence of airy of the following events: (i) The City shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of the City or of all. or a substantial part of its property, (bj commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), or (c) file a petition seeking to take advantage of any other law relating to baz~-uptcy, insolvency, reorganization, wiildu1g-up or composition or adjustment of debts; or (ii) A proceeding or case shall be cormnenced, without the application or consent of the City, as the case may be, in any court of competent jurisdiction, seeking (a} the liquidation, reorganization, dissolution, winding-up, or the composition or adjustment of debts, of the City, (b) the appointment of a trustee, receiver, custodian, liquidator or the like of the City, or (c} similar relief in respect of the City under any law relat111g to bas~la°uptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or ease has not been dismissed within sixty (60) days of the filing thereof. The provisions of Section 10.1(b} are subject to the following limitation: if by reason of force majeure either pal°ty is unable in whole or in part to carry out its obligations under this Lease, it shall not be deemed in default during the continuance of such inability or during any other delays which are a direct consequence of the force majeure inability, and t11e time for such performance shall be extended to cover such delays. The term "force majeure" as used herein shall mean, without limmitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the goverunent of the United States of America ar any of its departments, agencies or officials, or any civil or military authority, or the Error! t~nl:nawn document property name. ZJ State of Mimlesota or any of its departments, agencies or officials; insurrections; riots; landslides; earthquakes; f res; stones; draughts; floods; explosions; breakage or accident to machinery, ~...,...,,,r;,,~;,.,, ,,;,-,o~ ,,,. „~„~t~~ n,• ~„~~ „ri,~r ~a„~P nr PvP„t not reasonably within the control of a party and not resulting from its negligence. Each party agrees, however, to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its agreements Section 10.2. Remedies on Default. Whenever ally Event of Default shall have happened and be continuing, the Trustee may take, but only upon not less than five (5) days' written. notice to file City, one or any combination of the following remedial steps: (a) Without terminating ties Lease, re-enter and take possession of the Sites aild the Facilities and exclude the City from using it until file Event of Default is cured.; or (b} Subject to the provisions of Section 5.6, take any action at law or in equity which may appear necessary or desirable to: (i} collect the Lease Payments aizd Additional Lease Payments t11en due far the Fiscal Year then in effect, (ii) collect any Lease Payments acid Additional Lease Payments to become due and payable during the current Fiscal Year; or (iii) enforce performance and observance of any obligation, agreement or covenant of the City under this Lease; or (c) Terminate the Tenn of this Lease, exclude the City from possession of the Facilities, and use its best efforts to lease the Facilities to another for the account of the City, holding the City liable for the difference between the rentals received gild the Lease Payments and Additional Lease Payments which would have been receivable hereunder for the Fiscal Yeai- then in effect. This provision does not limit any other remedies which the Trustee or dze Authority may have under the Indenture or any other document. Section 10.3. Delay Notice. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be coiisti~ued to be a waiver thereof, but any such right and power may be exercised from dine to time and as often as may be deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this Lease it shall not be necessary to give any notice, other than such. notice as may be required in this Lease. Section 10.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity. No delay ar omission to exercise any right or power accruing upon any default shall impair any such. right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from dine to dine and as often as may be deemed expedient. Section 10.5. No Additional Waiver hnt3lied by One Waiver. In the event any agreement contained. in this Lease is breached by either party acrd thereafter waived by t11e other party, such waiver shall be limited to the particular breach so waived and shall. not be deemed to waive any other breach hereunder. >;rror! rinknoFrn document property same. 26 ARTICLE XI Administrative Provisions Section 11.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail. in certified or registered fol-~n with postage fully prepaid: If to the City: City of Columbia Heights 590 40i1i Avenue Northeast Columbia Heights, i`~Iirn~esota 55421-3878 Attention: City Manager If to the Authority: Columbia Heights Economic Development Authority 590 40t~' Avenue Northeast Columbia Heights, Mimlesota 55421-3878 Attention: Executive Director If to the Trustee: U.S. Bank National Association EP-MN-WS3C 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Corporate Trust Services The above-named persons, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 11.2. Binding Effect. Tins Lease shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. Section 11.3. Severability. In the event ally provision of this Lease shall be held invalid or unenforceable by any coLU•t or competent jurisdiction, such bolding shall not invalidate or render unenforceable any other provision hereof: Section 11.4. Amendments Changes and Modifications. This Lease may be amended or ally of its terms modified only by written amendment authorized and executed by the City and the Authority; provided that no such amendment shall be effective without the consent of the Trustee or airy other person. or entity to whom the rights of the Authority to receive Lease Payments due hereunder has been assigned.. Section 1 I.S. Further Assurances a11d Corrective Instruments. The Authority and the City agree that they will, if necessary, execute, acknowledge and deliver, or cause to be executed, aclc~7owlcdged and delivered, such supplements hereto and such further instruments as may reasonably be required for cot-recting any inadequate or incorrect description. of the Sites and tl~e Facilities or for carrying out the expressed intention of this Lease. Fn•or! Dnknow~n d«eument property name. 2'~ Section 11.6. Execution in Coluztelparts. This Lease play be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and 41~P CAt'i'{P 1t1Ctt97711P711 Section 11.7. Apulieable Law. This Lease shall be govei77ed by and construed in accordance with the laws of the State of Mim~esota. Section 11.8. Authorized Officers. Whenever under the provisions of this Lease the approval of the Authority or the City is required, or the Authority or the City is required to take some action. at the request of the other, such approval of such request shall be given. for the Authority or for the City by an Authorized Offices°, and any party hereto shall be authorized to rely upon any such approval. or request. Section 11.9. Captions. The captions or headings in this Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Lease. (The rcniainder of this page is intentionally left blank.) Errort Unknown doaunent property name. ~8 IN WITNESS WHEREOF, the Authority has caused this Lease to be executed in its corporate name by its duly authorized off cers; a11d the City has caused this Lease to be executed in. its Warne by its duly authorized officers and sealed with its corporate seal., as of the date first above written. COLUMBIA HEIGHTS E~OI B ~ , _°. ~' --- Its President DEELOP'~v1ENT AUTHORITY r. c L. Peterson Its Executive Director-Walter R. Fellst STATE OF MINNESOTA ss COUNTY OF ANOKA The foregoing instrument was acknowledged before me this ~ ~ day of r, 2007 by Gary L. Peterson, the President of the Columbia Heights Economic Development Authority, a public body corporate alid politic and political subdivision under the laws of Minnesota, by and on behalf of said authority. Y f/ r° ~~~ Notar Public in trument was acknowled ed before me this ~~- da of , The foregouig s g Y 2007 by Walter R. Fehst, the Executive Director of the Columbia Heights Economic Development Authority, a public body corporate and politic and political subdivision under the laws of Mimnesota, by and on behalf of said authority. Ftaf~RY PtlBtlC - MINIdE G~9MP~ !V i/31 tt -~ --~ NOtary PUbl1C Error! Llnknovvn docnment property name. S_ 1 CITY OF COLL~~!IBIA HEI<HfS,1vIINNESOTA t~ ''' ^^~~.~~ f ~ o e g Its M`° or-Gary L. Peterson B y Its City Manager-W lter R. Fehst STATE OF MINNESOTA ss COUNTY OF ANOKA STATE OF MINNESOTA ss COUNTY OF ANOKA }, g~ ~_ The foregoing instrument was acknowledged before zne this day of•pt~ r, 20Q? by Walter R. Fehst, the City Managez• of the City of Coluznbza Heights, Minnesota, a home rule chaz•ter city and political subdivision. under the laws of Minnesota, by and on behalf of said authority. .~~ otary Publzc •~~ ., ~, En~or! Unknown document property name. ~_7 E~s;HIBIT A Legal Description of Sites and Facilities 1. The legal description of the Sites is as follows: 37th Avenue Liquor Store: Lots 2 and 2A, Block 1, Nart Lake Addition, accordil~g to the plat thereof on file in the Office of the Registrar of Titles and the Office of the County Recorder in and for Anoka County, Minnesota Lot 2, Block 1 is registered property Central Avenue Liquor Store: Lot 19, Revised Auditor's Subdivision. No. 15, according to the plat thereof on file in the Office of the Registrar of Titles and the Office of the County Recorder in and for Anoka County, Mim~esota 2. The description of the Facilities is as follows: A new 12,000 square foot liquor store with approximately 46 parking spaces to be located at 2105 37th Avenue in the City of Columbia Heights, Minnesota A new 16,000 square foot liquor store with approximately 48 parking spaces to be located at 4950 Central Avenue in the City of Columbia Heights, Minnesota 3. The Sites are subject to the following Permitted Encumbrances: Error! Unknown document property name. A-1 EXHIBIT B Schedule of Lease Payments Lease Payment Due Date i,ease Payment Due Date Fifteen Business Days Amount Fifteen Business Days Prior Prior To: To: August 1, 2008 February 1, 2020 February 1, 2009 August 1, 2020 August 1, 2009 February 1, 2021 February 1, 2010 August 1, 2021 August 1, 2010 February 1, 2022 February 1, 2011. August 1, 2022 August 1, 20] 1 February 1, 2023 February 1, 2012 August 1, 2023 August 1, 2012 Febr-nary 1, 2024 February 1, 2013 August L, 2024 August 1, 2013 February 1, 2025 February 1, 2014 August 1, 2025 August 1, 2014 February 1, 2026 February 1, 2015 August 1, 2026 August 1, 2015 February 1, 2027 February 1, 2016 August 1, 2027 August 1, 2016 February 1, 2028 February 1, 2017 August 1, 2028 August 1, 2017 February 1, 2029 February 1, 2018 August 1, 2029 August 1, 2018 February 1, 2030 February 1, 2019 August 1, 2019 Amount Error! Iinlcnown document ~raperty name. B_1 EXHIBIT C COMPLETION CERTIFICATE T11e undersigned officer of the City of Columbia Heights, Minnesota (the "City"), lessee under that certain Lease-Purchase Agreement dated as of September 1, 2007, (the "Lease''), between the Columbia Heights Economic Development Authority (the "Authority") and the City, hereby certifies to the Authority, to U.S. Banlc National Association, St. Paul, Minnesota (the "Trustee") as Trustee under a Trust Indenture dated as of September 1, 2007 (the '`Indenture"} between the Authority and the Trustee, that as of , 20 (the "Completion Date"), the Improvements described in the Lease have been completed in d~eir entirety and are ready to be placed iza service and all other property which constitutes the Facilities has been acquired and installed. Construction and acquisition of the Facilities have been completed and the Project Costs have been paid, except far any portion thereof which lzas been incurred but is not now due and payable, or the liability for the payment of which is being contested or disputed by the City, and for the payment of which the Trustee has been directed to retain specified amounts of money within the Project Fund. Notwithstanding the foregoing, this eer~tifcate is given. without prejudice to any rights against third parties which exist at the date hereof or which. may subsequently come into being. Attached as Exhibit A to this certificate is a list of t1-ie equipment financed with proceeds of the Series 20078 Bonds and included as part of the Facilities. Capitalized terms used in this certificate and defined in the Lease or the Indenture are used with the meanings given therein. CITY OF COLUMBIA HEIGHTS, MINNESOTA Irv Its Ci Manager-falter R. Fehst En-or1 L)nknown document ~rope~rty name. $_7