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
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................ 2
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..................................1.1
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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
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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.$. Tax Covenants ..............................................................................
Section 6.9. Financial Statements .....................................................................
ARTICLE VII
Insurance and Indemnification;
Damage, Destruction and Condemnation
Section 7.1.
Section 7.2.
Section 7.3.
Section 7.4.
Section 7.5.
Section 7.6.
Section 7.7.
Section 7.8.
Section 7.9.
Section 7.10
Liability Insurance ...............................................................
Property Insurance ........................................................
Admiiustration of Claims .............................................
Other Insurance and Requirements for All Insurance..
Indemnification .............................................................
Hazardous Substance hldemiufication .........................
Damage, Destruction and Condemnation .....................
Insufficiency of Net Proceeds .......................................
Cooperation of Authority ..............................................
Condemnation. of Other Property Owned by the City..
AR'I ICI.E VIII
Option to Purchase; Option to Prepay
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............................ I S
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............................1$
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........................................ 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
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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
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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
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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.
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"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.
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"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.)
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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
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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.
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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
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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
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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
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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.
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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.
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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