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HomeMy WebLinkAboutManagement Agreement for Parking Facility \ MANAGEMENT AGREEMENT FOR PARKING FACILITIES AND LEASE OF THE PLAZA PROPERTY by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COLUMBIA HEIGHTS and TERR Y EVENSON Dated this to~y of ~, 1982.. This document was drafted by: HOLMES &. GRA YEN, Chartered 470 Pillsbury Center Minneapolis, Minnesota 55402 TABLE OF CONTENTS Page PREAMBLE 1 RECIT ALS 1 PART I LEASE OF THE PLAZA PROPERTY ARTICLE I DEMISE OF WALKWAY PROPERTY Section 1.01. Demise of Walkway Property . 3 ARTICLE II TERM AND RENTAL Section 2.01. Term . Section 2.02. Rental Payments. . Section 2.03. Sale to Redeveloper. Section 2.04. First Refusal Rights. 3 3 3 3 ARTICLE III USE OF WALKWAY PROPERTY Section 3.01. General Section 3.02. Advertising; Signs . Section 3.03. Compliance with Laws Section 3.04. Right to Contest Laws 4 4 5 5 ARTICLE IV MAINTENANCE AND REPAIR Section 4.01. Maintenance. Section 4.02. Repairs and Replacements . Section 4.03. Alterations Section 4.04. Damage by Redeveloper. ... Section 4.05. Repairs and Replacements Done by Agency Section 4.06. Damage by Agency . 6 6 6 7 7 8 (i) ARTICLE V TAXES AND UTILITIES Section 5.01. Payment of Utilities. Section 5.02. Taxes and Assessments Section 5.03. Contests . 8 8 9 ARTIICLE VI INSURANCE Section 6.01. Insurance. Section 6.02. Insurance Proceeds; Restoration Section 6.03. Liability Insurance . Section 6.04. General Requirements . 9 9 10 10 ARTICLE VII EMINENT DOMAIN Section 7.01. Total Taking Section 7.02. Partial Taking Section 7.03. Other Damages Section 7.04. Right to Appear 10 11 11 11 (Ii) PART II MANAGEMENT PROVISIONS ARTICLE I CONSTRUCTION AND USE OF PARKING RAMP Section 1.01. Construction of Parking Ramp. Section 1.02. Use of Parking Ramp 12 12 ARTICLE II MAINTENANCE AND REPAIR Section 2.01. Maintenance, Repairs or Replacements Done by Redeveloper. . Section 2.02. Damage by Redeveloper Section 2.03. Maintenance, Repairs and Replacements Done by Agency . . . . Section 2.04. Payment by Redeveloper 13 13 13 14 ARTICLE III INSURANCE Section 3.01. Insurance. .... Section 3.02. Insurance Proceeds; Restoration Section 3.03. Liability Insurance . Section 3.04. General Requirements . 14 14 15 15 ARTICLE IV EMINENT DOMAIN Section 4.01. Taking by City or Agency . . . . . Section 4.02. Taking by State and Federal Government. Section 4.03. Other Damages Section 4.04. Right to Appear 15 16 17 17 ARTICLE V TERM, OPTION TO PURCHASE Section 5.01. Initial Term . Section 5.02. Renewal Options. Section 5.03. Redeveloper's Option to Purchase. 17 17 17 (Hi) PART III GENERAL PROVISIONS ARTICLE I SPECIAL COVENANTS Section 1.01. Nondiscrimination Section 1.02. Warranty by the Agency Section 1.03. Conflict of Interest. . . Section 1.04. Termination by Redeveloper Section 1.05. Release of Claims . . . . Section 1.06. Extent of Obligations of Agency and City. . I . . . . . . Section 1.07. Extent of Obligations of Redeveloper. 19 19 19 19 20 20 20 ARTICLE II DEFAULT AND ADDITIONAL PROVISIONS Section 2.01. Default .. 20 Section 2.02. No Remedy Exclusive .. 21 Section 2.03. No Additional Waiver Implied by One Waiver. 21 Section 2.04. Conflict of Interests; Agency Representative Not Individually Liable 21 Section 2.05. Notices and Demands 21 Section 2.06. Duty to Act Reasonably. 22 Section 2.07. Severability . . 22 Section 2.08. Assignable by Agency; Successors and Assigns; References. 22 Signatures Acknowledgments Exhibit A Exhibit B Exhibit C Legal Description of the Parking Land Legal Description of the Walkway Land Map of Parking Land and Walkway Land (iv) MANAGEMENT AGREEMENT AND LEASE THIS AGREEMENT, made and entered into this 2.D-t1'day of ~' 1982, by and between THE HOUSING AND REDEVELOPMENT AUTHORIT IN AND FOR THE CITY OF COLUMBIA HEIGHTS, a public body corporate and po 'tic established pursuant to Laws of Minnesota 1947, Chapter 487, as amended, being Minnesota Statutes, Sections 462.411 - 462.711, and having its principal office at 590-40th Avenue Northeast, Columbia Heights, Minnesota, its successors and assigns (hereinafter referred to as the "Agency"), and TERRY EVENSON, an individual residing in the State of Minnesota and with his business address at 3550 Lexington Avenue North, Suite 104, Saint Paul, Minnesota 55112 (hereinafter referred to as the "Redeveloper"). WITNESSETH THAT, In consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: Recitals The Agency and Redeveloper have heretofore entered into a certain Contract for Private Redevelopment, dated June 1, 1981 (the "Redevelopme'nt Contract"), in connection with a redevelopment project in the City of Columbia Heights, Minnesota, known as the Downtown C.B.D. Revitalization Project (hereinafter referred to as the "Project"). ' Pursuant to the Redevelopment Contract the parties have, inter alia, agreed that the Agency shall construct a 369-stall parking ramp (the "Parking Ramp") upon the land described on Exhibit A attached hereto and made a part hereof (said land is hereinafter referred to as the "Parking Land" and the Parking Land and Parking Ramp are hereinafter collectively referred to as the "Parking Property"), together with an open pedestrian walkway (the "Pedestrian Walkway") connecting said Parking Ramp to the adjacent improvements to be constructed by Redeveloper, upon the land described in Exhibit B attached hereto and made a part hereof (said land is hereinafter referred to as the "Walkway Land" and the Walkway Land and Pedestrian Walkway are hereinafter collectively referred to as the "Walkway Property"). Also pursuant to said Redevelopment Contract the Redeveloper has agreed to build upon certain lands adjacent to the site of the Parking Property and Walkway Property certain improvements, designated therein as the "Minimum Improvements." The parties have further agreed pursuant to said Redevelopment Contract that the Agency and the Redeveloper shall agree upon the terms of a management agreement, to be entered into between the parties upon completion of construction of said Parking Ramp and Pedestrian Walkway. In order to offer adequate parking space for the tenants, business invitees, licensees, agents, employees, guests, or other persons lawfully having access to the office building which is a part of the Minimum Improvements as defined in the 1 Reodevelopment Contract, it is necessary for the Agency to provide for the construction of the Parking Ramp and Pedestrian Walkway, to provide for the management of the Parking Ramp, and to provide for the lease of the Pedestrian Walkway to the Redeveloper. The Agency and the Redeveloper are desirous that the Pedestrian Walkway to be constructed by the Agency as an open plaza area, and the Parking Ramp, and any other elements of the Parking Property and Walkway Property shall be operated and maintained in a fashion satisfactory to both parties. Each of the parties has authority to enter into this Management Agreement for Parking Facilities and Lease of the Plaza Property and has taken all actions necessary to authorize its execution and delivery. 2 PART I LEASE OF THE PLAZA PROPERTY ARTICLE I Demise of Walkway Property Section 1.01. Demise of Walkway Property. The Agency agrees to and hereby does lease to Redeveloper, and Redeveloper agrees to and hereby does take and accept from the Agency, the Walkway Property situated in the County of Anoka, State of Minnesota, all as more fully described in Exhibit B attached hereto and made a part hereof, together with all buildings, structures and other improvements now or hereafter constructed, erected and made thereon or thereunder which constitute the Pedestrian Walkway, upon and subject to the terms, covenants and conditions herein expressed, and sUbject to the easements, encumbrances, rights and other matters, if any, which are set forth in Exhibit B hereto. ARTICLE II Term and Rental Section 2.01. Term. To have and to hold the Walkway Property unto the Redeveloper, for an initial term (the "Term") of ninety-nine (99) Leasehold Years beginning on the 1st day of December, 1982, and continuing from such date of beginning through the 30th day of November, 2081. Leasehold Year means a period of twelve (12) consecutive months beginning on the date of commencement of the Term or beginning on any anniversary thereof. Section 2.02. Rental Payments. The Redeveloper shall pay to the Agency as rent for the use and occupancy of the Walkway Property the sum of One Dollar ($1.00) per Leasehold Year, payable in advance, on or before the 1st day of each and every Leasehold Year of the Term, commencing on the first day of the Term hereof, and, thereafter, on each anniversary of said date. Section 2.03. Sale to Redeveloper. If, during the term of this Agreement, the Agency is desirous of selling its ownership interest in the Walkway Property, or any portion thereof, whether or not upon prescribed conditions, and the Agency can lawfully sell the same, the Agency shall notify the Redeveloper in writing of its interest in such a sale. The Redeveloper may elect to negotiate with the Agency for the purchase of the Walkway Property by delivering written notice to the Agency of such election within thirty (30) days after receipt of the above- referenced written notice from the Agency, in which event the Redeveloper and Agency agree to negotiate the terms thereof in good faith with a view to consummating a sale, if reasonably possible. This Section 2.03 shall not apply to a conveyance of the Walkway Property to the City of Columbia Heights, Minnesota (the "City) or assignment of this Agreement from the Agency to the City. Section 2.04. First Refusal Rig-hts. Before the Agency transfers the title to all or any part of the Walkway Property to a third party, it shall, in writing to the 3 Redeveloper, offer to transfer all or such part thereof to the Redeveloper on the same terms under which the Walkway Property or such part thereof would be transferred to such third party. If, within sixty (60) days after the Redeveloper receives such offer in writing, it notifies the Agency of its desire to purchase the Walkway Property or such part thereof on such terms, then the Agency shall sell to the Redeveloper the Walkway Property or such part thereof and shall convey title thereto to the Redeveloper, all on such terms. If the Redeveloper does not notify the Agency within said sixty (60) days that it desires to purchase pursuant hereto, the Agency may sell to such third party on the terms offered to the Redeveloper, but if any change is made in such terms the Walkway Property or such part thereof as would be transferred shall again be offered to the Redeveloper for the period and in the manner herein stated and on such changed terms. If the consideration which the Agency is prepared to accept for the transfer of title to the Walkway Property or such part thereof to a third party is of a nature that the Redeveloper generally could not be expected to duplicate it, then that consideration will be converted into a cash equivalent and the Redeveloper will be given the opportunity to purchase the Walkway Property or such part thereof, based on that cash equivalent. This right of first refusal shall not apply to any transfers between the Agency and the Redeveloper or the Agency and the City, but shall apply to transfers by the Agency to any other party or parties. This right of first refusal shall be binding upon all successors and assigns of the Agency, and shall continue in force as to all such successors and assigns, even though it is not exercisable or exercised as to anyone or more transfers. Anything herein to the contrary notwithstanding, no such offer to transfer need be made by the Agency to the Redeveloper while an Event of Default by Redeveloper exists und~r this Agreement. Any part (or all) of the Walkway Property transferred to a third party after offering the same to the Redeveloper pursuant hereto shall yet be subject to this Agreement. This Section 2.04 shall not apply to a conveyance of the Walkway Property to the City or assignment of this Agreement from the Agency to the City. ARTICLE III Use of Walkway Property Section 3.01. General. During the Term, the Redeveloper shall use and maintain the Walkway Property in the manner and only for the purposes as provided in this Agreement. The Redeveloper shall at all times allow the free use and enjoyment of the Pedestrian Walkway by the general public and shall not restrict the public access thereto, subject to such reasonable rules and regulations as the Redeveloper shall establish for such access, use and enjoyment. The Redeveloper shall, at its sole cost and expense, keep the Pedestrian Walkway area free from trash and debris and remove all ice and snow from the Pedestrian Walkway and shall keep and maintain trees and other landscape vegetation thereon trimmed, watered, and in good appearance and condition. Section 3.02. Advertising; Signs. The Redeveloper shall not place or permit to be placed or maintained any sign, placard, lettering or advertising matter of a commercial nature upon or in any building, structure, or other portions of the Walkway Property except as shall have been first approved in writing by the Agency, except that the Redeveloper may sign the Walkway Property in such manner as it determines necessary or desirable for efficient operation and maintenance thereof. 4 Section 3.03. Compliance with Laws. Subject to the provisions of Section 3.04 hereof, the Redeveloper, during the term of this Agreement, shall promptly comply with all laws, ordinances, orders, rules, regulations and requirements of all federal, state and local governmental authorities, boards, and commissions and departments thereof (all being herein together called the "Laws"), which are applicable to the maintenance, operation, use and occupancy of the Walkway Property. Section 3.04. Right to Contest Laws. (a) Notwithstanding any provisions of this Agreement to the contrary, including, without limitation, Section 3.03 hereof, the Redeveloper shall have the right to contest by appropriate legal proceedings the validity or application to the Redeveloper or the Walkway Property, of any Laws of the nature referred to in Section 3.03 hereof passed, adopted, enforced or promulgated by any authority other than City, or by any board, commission or department other than those of City; provided: (i) the Redeveloper shall use its best efforts to notify the City in writing not less than ten (10) calendar days before initiating such proceedings and give full details as to the tribunal in which the proceedings are to be filed, the provision or requirement to be contested and the nature of the contest; (ii) the legal proceedings shall be conducted without cost or expense to the City or the Agency; (iii) compliance with the Law or Laws to be contested will be legally held in abeyance during the proceedings, and/or the City and the Agency will not be subjected, during the proceedings, to any civil liability, or the risk of any criminal liability whatsoever, for the failure to comply therewith, and no lien or charge of any kind shall be incurred against the Walkway Property or any interest of the City and/or the Agency or the Redeveloper therein during the proceedings; (iv) the proceedings shall be prosecuted with 'all due diligence; and (v) upon final judgment in or settlement of the proceedings, the Redeveloper will comply with such Law or Laws so contested to the extent required by the final judgment or settlement, and will pay any lien or charge against the Walkway Property or any interest of the City and/or the Agency of the Redeveloper therein, and will payor perform any civil liability against the City and/or the Agency or the Redeveloper resulting from such contest, all pursuant to such final judgment or settlement. (b) Notwithstanding any provision of this Agreement to the Contrary, including, without limitation, Section 3.03 hereof, the Redeveloper shall have the right to contest the validity of or application to the Redeveloper or the Walkway Property of any Laws of the nature referred to in Section 3.03 hereof, which may hereafter be adopted, passed, enforced or promulgated by the City, or any of its boards, commissioners or departments which conflict with, or nullify in whole or in part, any provision of this Agreement, or which will impose an additional burden or additional liability on the Redeveloper. (c) The Redeveloper shall not be in default under this Agreement for noncompliance with anyone or more Laws while the Redeveloper is contesting such Laws pursuant to this Section 3.04. 5 ARTICLE IV Maintenance and Repair Section 4.01. Maintenance. During the Term, Redeveloper assumes the full and sole responsibility for the condition, repair and maintenance of the Walkway Property, whether structural or nonstructura1, ordinary or extraordinary, and whether foreseen or unforeseen. Section 4.02. Repairs and Replacements. (a) During the Term, Redeveloper shall be responsible for all necessary repairs and replacements to the Walkway Property, including the structural elements thereof; subject, however, to the provisions of Sections 4.05 and 4.06 hereof. All repairs and replacements shall be at least equal in quali ty to the original and performed in a workmanlike manner. (b) Upon receipt of notice from the Agency that it reasonably deems repairs or replacements to the Walkway Property are necessary to fulfill the obligations of Redeveloper under this Agreement, and specifying in detail the kind of, extent of and timing of such repairs or replacements, the Redeveloper agrees (if such repairs or replacements are the obligation of Redeveloper under this Agreement), that it will, sUbject to Unavoidable Delays, cause the same to be accomplished within the time periods set forth in said notice, unless Redeveloper, within fifteen (15) days after receipt by it of such notice gives written notice to the Agency that Redeveloper objects to the need for, extent of or timing of the repairs or replacements set forth in the notice from the Agency. If Redeveloper so objects, and if the Agency and Redeveloper cannot agree on the need for, extent of or timing of any structural repairs or replacements, then Redeveloper and Agency shall each select a professional engineer registered and licensed in Minnesota, and the two engineers shall select a third engineer registered and licensed in Minnesota and such third engineer shall determine the need, if any, for such repairs or replacements, and the extent and timing thereof, and Redeveloper and the Agency shall be bound by the report of said engineer, and Redeveloper shall accomplish such repair and replacement if decided by said engineer to be necessary, and to the extent and within the time period or periods determined by said engineer, subject, however, to Unavoidable Delays; provided, Redeveloper shall have no obligations to make any such repairs or replacements which, by such report, are to be done subsequent to expiration of the Term. The Redeveloper shall pay the cost of obtaining such report from such engineer. This Section 4.02(b) shall not apply to repairs or replacements required to be done by the Agency pursuant to Sections 4.05 or 4.06 of this Part I of this Agreement. Unavoidable Delays means delays which are the direct result of casualties, war, civil commotion, embargo, strikes, litigation and all other causes or events which are beyond the reasonable control of the Redeveloper or the Agency. (c) The Agency shall have no responsibility for repairs or replacements except as specifically herein provided. Nor shall the Agency have any obligation hereunder to inspect the Walkway Property to determine the necessity of repairs or replacements. Section 4.03. Alterations. (a) Nonstructural Alterations. The Redeveloper shall have the right to do nonstructural remodeling of the Pedestrian Walkway, and to make nonstructural substitutions, additions, modifications, deletions and improvements to the Walkway Property, from time to time as it, in its discretion, 6 may deem to be necessary or desirable, provided, however, that the uses and purposes of the Walkway Property shall not be changed. The costs of such remodeling, substitutions, additions, modifications and improvements shall be paid by Redeveloper, and such substitutions, additions and improvements shall be included under the terms of this Agreement as part of the Walkway Property and shall become the property of the Agency, but as between the Agency and the Redeveloper, the Redeveloper shall retain all available tax credits, deductions and benefits thereof. (b) Structural Alterations. The Redeveloper shall not make or do any structural remodeling or make any structural alterations, modifications or additions in or to the Walkway Property without the prior written approval of the Agency and then only in accordance with such technical specifications, practices and other conditions as may be reasonably required by the City Engineer. All structural alterations, modifications or additions in and to the Walkway Property shall be deemed a part of the Walkway Property and become the property of the Agency, in the absence of agreement 'to the contrary or unless the Agency shall require, at the time of granting its approval, that Redeveloper shall remove the same at the end of the Leasehold Term and restore the Leased Premises to its prior originally existing condition. In any event, as between Agency and Redeveloper, Redeveloper shall retain all available tax credits, deductions and benefits thereof. Section 4.04. Damage by Redeveloper. The Redeveloper, subject 'to Unavoidable Delays, shall repair promptly any damage to the Walkway Property caused by the negligence or intentional act of its employees or agents acting within the scope of their employment or performance of their duties on behalf of the Redeveloper. Section 4.05. Repairs and Replacements Done by Agency. If the Agency is legally required to make or do any repairs or replacements to the Walkway Property which the Redeveloper is obligated, by this Agreement, to make or do, then the Redeveloper agrees that the Agency may make or do such repairs or replacements. If repair or replacement is done or caused to be done by Agency pursuant hereto, (i) it shall be at least equal in quality to the original and shall be done in a workmanlike manner, (ii) the Redeveloper shall have the right to approve the plans and specifications for the work before approval thereof by Agency, to inspect and approve the work before acceptance by Agency, to inspect and approve the work when completed before final acceptance by Agency, and to approve work schedules to avoid unnecessary interference with the operations of the Walkway Property and Minimum Improvements, (iii) the Redeveloper shall provide the Agency with monies sufficient to pay the reasonable cost of such repair or replacement, and (iv) the Agency shall cause such repair and/or replacement to be promptly done, subject to Unavoidable Delays. If the Agency is ready and willing to approve and accept any part of the work, or to give its final acceptance of the work, but the Redeveloper withholds its approval and acceptance, then the Agency agrees not to give its approval and acceptance until the Redeveloper also agrees to give its approval and acceptance. The Redeveloper agrees to hold the Agency harmless from any loss, cost, damage or expense, including mechanics' liens, arising out of the withholding by the Agency of its approval and acceptance due to the Redeveloper's withholding of its approval and acceptance. 7 . Section 4.06. Damage b1 Agency. The Agency, subject to Unavoidable D clays, at its own expense shall: a) repair, replace or restore any portion of the Walkway Property which is removed or dismantled by the City or the Agency in making any repairs or replacements to, or constructing or reconstructing, the existing City utilities or future Ci ty utili ties or to the public streets; and (b) repair or replace any part of the Walkway Property damaged by the negligence or intentional act of its officers, employees, agents or contractors acting within the scope of their employment or performance of their duties on behalf of the Agency. Agency shall use its best efforts to ensure that repairs, replacements and restoration done by Agency pursuant to this section, will be done with due diligence and in such manner as to cause as little interference as possible with the operation of the Walkway Property and Minimum Improvements. ARTICLE V Taxes and Utilities Section 5.01. Payment of Utilities. The Redeveloper shall pay, or cause to be paid, promptly before the same shall become delinquent, all charges for gas, water, steam, electricity, light, heat, air conditioning, power, telephone or other service or utility used, rendered or supplied upon, or in connection with, the Walkway Property during the Term and will save the Agency harmless against any liability or expense for any such charge. Section 5.02. Taxes and Assessments. It is specifically understo'od and agreed that real estate taxes or ad valorem taxes will be assessed, levied and imposed against the Walkway Property during the Term. The Redeveloper agrees to pay, before the same become delinquent and before any penalty, interest or costs may be added thereto for the nonpayment thereof, all real estate or ad valorem taxes assessed or levied upon the Walkway Property, or any part thereof, during the Term, and which, if not paid within the Term, would be considered delinquent within the Term. The Redeveloper agrees to comply with the provisions relating to real property taxes contained in the Redevelopment Contract with the Agency and the provisions of any Assessment Agreement entered into by the Redeveloper with the City Assessor or other governmental or assessing authority. The Redeveloper shall pay, before they become delinquent, all installments of special assessments and any other governmental charges, general or special, which may be assessed, levied or imposed upon or with respect to the Walkway Property or Redeveloper's interest therein, during the Term, and which, if not paid within the Term, would be considered delinquent within the Term. The Redeveloper agrees to furnish the Agency within ten (10) days after written request therefor, satisfactory evidence of proof of payment of any tax, assessment or charge to be paid by the Redeveloper hereunder, unless the same is being contested pursuant to this Agreement. 8 Section 5.03. Contests. Subject to the limitations set forth in the Redevelopment Contract and any Assessment Agreement between the Redeveloper and the City Assessor or other governmental or assessing authority, the Redeveloper may contest, in good faith and with due diligence, real estate taxes, special assessments, utility charges and other governmental charges after first notifying the Agency in writing of its intention to do so and furnishing the Agency a bond or other security reasonably satisfactory to the Agency to protect the Agency against any risk, claim or damages arising out of such contest, unless the Agency shall reasonably determine that by such contest, and notwithstanding such security, the interest of the Agency, as owner, in the Walkway Property will be materially endangered or materially adversely affected. The Redeveloper shall not be in default under this Agreement for nonpayment of any tax, assessment or charge hereunder while such payment is being contested by the Redeveloper pursuant to this Agreement. ARTICLE VI Insurance Section 6.01. Insurance. The Redeveloper, at its sole expense, shall keep the Walkway Property insured against direct damage covering all risk of loss, including but not limited to fire, extended damage perils, vandalism and malicious mischief, and collapse, on a replacement cost basis in an amount equivalent to the full insurable value thereof. Full insurable value shall include the actual replacement cost of the improvements, architectural and engineering fees, without deduction for depreciation. The policy shall be subject to a no co-insurance clause and shall contain no deduction provision. The Agency and the Redeveloper shall be named as insured parties as their interest may appear, and the policy shall provide that it may not be canceled without at least thirty (30) days prior notice to the Agency and the Redeveloper. Section 6.02. Insurance Proceeds; Restoration. (a) If any part of the Walkway Property is damaged or destroyed by fire or any other insured casualty, the entire proceeds of all insurance which are payable by reason of such damage or destruction shall be used to restore, as promptly as possible, the Walkway Property to as near the condition which existed immediately before such damage or destruction as is reasonably possible. (b) If the Walkway Property is to be restored pursuant to paragraph (a) above, the Redeveloper shall promptly proceed to repair and restore the same to substantially the same condition as existed before such casualty and shall receive the insurance proceeds for such purpose and shall pay all costs incurred therefor from the insurance proceeds. Any repairs or replacements undertaken pursuant to this Section 6.02 shall be at least equal in quality to the original and shall be done in a workmanlike manner. The Redeveloper shall be entitled to retain all insurance proceeds paid as a result of such casualty in excess of the cost to repair and restore. Neither the Agency nor the Redeveloper shall be obligated to provide any funds or expend any monies from any source for the purpose of such restoration and repair, except amounts received and available for such purpose from insurance proceeds. 9 (c) If the insurance proceeds paid as a result of such casualty exceed the sum of $5,000.00, the full amount thereof shall be held by an escrow agent mutually satisfactory to the Agency and the Redeveloper and shall be disbursed in connection with repair and restoration in a manner reasonably agreed upon by the Agency and the Redeveloper suitable to insure that the funds will be used for such purposes and that proper and full payment is made therefor. Section 6.03. Liability Insurance. The Redeveloper shall procure and maintain continuously in effect, during the term of this Agreement, policies of insurance of the kind and minimum amount as follows: Comprehensive general liability insurance in amounts of not less than (a) $300,000 for injury to or death of anyone person; (b) $1,000,000 for injuries or deaths arising in anyone occurrence; and (c) $1,000,000 for property damage in anyone occurrence; occurring on the Walkway Property or arising out of the use thereof, but the policies also may have annual aggregate limits of not less than $1,000,000. The Agency shall be an insured party and the policy shall provide that the policy may not be cancelled without at least thirty (30) days prior notice to the Agency and the Redeveloper. Section 6.04. General Requirements. All insurance required under this Article shall be placed and maintained with responsible insurance companies licensed to do business in the State of Minnesota. The Redeveloper shall furnish the Agency with a certificate or certificates of insurance evidencing the coverages required and that such insurance is in force and effect. The insurance required may be provided by a blanket insurance policy or policies. Each policy of insurance shall contain a provision that no act or omission of the Agency or the Redeveloper shall effect or limit the obligation of insurer to pay the amount of any loss sustained and shall contain the standard form of waiver of subrogation by the insurer. The Redeveloper and the Agency each hereby waives any and all rights of recovery against the other, and against the officers and employees of the other, for loss or damage to the Walkway Property, to the extent of any insurance proceeds realized as a result of such loss or damage. ARTICLE VII Eminent Domain Section 7.01. Total Taking. If, during the term of this Agreement, the entire Walkway Property shall be acquired and taken as a result of the exercise of the power of eminent domain, or if less than the entire Walkway Property shall be acquired and taken but, in the reasonable judgment of the Redeveloper, the remainder thereof is no longer useful for its intended purposes or the Pedestrian Walkway cannot be rebuilt and used in a practical way for the purposes for which the same was originally constructed, then, without the further act or deed of any party hereto, this Part I of this Agreement shall terminate as of the date the condemning authority takes physical possession of the Walkway Property or a material portion thereof. If this Agreement is so terminated, the condemnation award shall be divided between the Redeveloper and the Agency as follows: (a) The Agency shall first receive, as its property, a sum equal to (i) the price paid by the Agency for the purchase of the property on which the Pedestrian Walkway is located, plus (ii) the direct cost paid by the Agency to suppliers of material, equipment and labor for actual construction of the Pedestrian Walkway. 10 (b) The balance of the a ward, if any, shall belong to and be paid to the Redeveloper as its property. Section 7.02. Partial Taking. If, during the term of this Agreement, less than the entire Walkway Property shall be acquired and taken as a result of the exercise of the power of eminent domain, and, in the reasonable judgment of the Redeveloper, the remainder thereof can be used for its intended purpose and the Pedestrian Walkway can be rebuilt and used in a practical way for the purposes for which the Pedestrian Walkway was originally constructed, then the entire proceeds of the eminent domain proceedings shall be made available to restore the Pedestrian Walkway to as near the condition which existed immediately prior to the taking as reasonably possible in the same manner as provided in paragraphs (b) and (c) of Section 6.02 hereof with regard to restoration and repair as a result of a casualty. In no event will the Redeveloper or the Agency, in restoring the Pedestrian Walkway, be required to expend more money than the proceeds of the award in the eminent domain proceedings. If there is any excess of award over the cost of restoration, it shall belong to and be paid to the Redeveloper as its property. Section 7.03. Other Damages. The Redeveloper and the Agency shall each have the right to prove and collect as their own property, damages other than for the Pedestrian Walkway, such as, but without limitation, loss of business, relocation of business and personal property and appraisal fees. The Redeveloper also shall be entitled to prove and collect as its own property, all severance damages due to severance of the Walkway Property from other adjoining property then leased or owned by the Redeveloper. ' Section 7.04. Right to Appear. The Agency and the Redeveloper shall each have the right, at their sole cost and expense, to participate by counsel of its own choice in any proceeding regarding the taking by exercise of the power of eminent domain of all or any part of the Walkway Property. 11 PART II MANAGEMENT PROVISIONS ARTICLE I Construction and Use of Parking Ramp Section 1.01. Construction of Parking Ramp. The Agency agrees to construct the Parking Ramp on the Parking Land. The Parking Ramp shall be constructed and available for use by the Redeveloper and the tenants of the Minimum Improvements on or before substantial completion and partial initial occupancy of the Minimum Improvements. Section 1.02. Use of Parking Ramp. If the Redeveloper completes construction of the Minimum Improvements and receives a Certificate of Completion (as defined in the Redevelopment Contract) from the Agency and if the Redeveloper is in compliance with Section 1.03 of Part II hereof, then the Agency agrees to the following: (a) In order to provide for the most efficient use of the Parking Ramp by the general public and to assist in the redevelopment of the Project, between the hours of 6:00 a.m. and 6:00 p.m. on every Business Day (as hereinafter defined) of the year, the entire Parking Ramp shall, through the promulgation by Redeveloper of reasonable rules and regulations, be reserved solely for the use of those members of the general public who are tenants, business invitees, licensees,' agents, employees, or guests of the Minimum Improvements. The term "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday of any week if such day is not a state or federal legal holiday. If at any time subsequent to the date of this Agreement the Agency and the Redeveloper mutually determine and agree that the Parking Ramp is not being fully utilized by the members of the general public described in this Section during'the periods of time described in this Section, then the Agency and the Redeveloper may establish by mutual agreement the terms and conditions for permitting use of a portion of the Parking Ramp by all members of the general public between the hours of 6:00 a.m. and 6:00 p.m. on Business Days. (b) The Agency shall promulgate reasonable rules and regulations and determine any schedule of parking fees and charges, for the use of the Parking Ramp by all members of the general public on any Saturday, Sunday, any State and Federal holiday and between the hours of 6:00 p.m. and 6:00 a.m. on any business day. Provided, however, that tenants of the Minimum Improvements and their employees shall be allowed to park without charge during any such day or time except when the Parking Ramp is closed entirely. (c) Any schedule of parking fees and charges to be imposed upon users of the Parking Ramp at those periods of time described in subsection (a) of this Section 1.02 by either Agency or Redeveloper shall be established only as hereinafter provided. No parking fees or charges of any kind or nature may be imposed pursuant to this subsection unless Agency first determines that parking fees and charges are necessary, and obtains the written approval of Redeveloper for such fees and charges. The Agency may apply for such approval by delivering 12 to the Redeveloper in writing an application to apply a schedule of fees and charges pursuant to this Section. The application shall be accompanied by the proposed schedule of fees and charges. The Agency shall provide such additional information as the Redeveloper shall reasonably request with respect to such application. Notwithstanding the provisions of Section 2.06 of Part III of this Agreement, Redeveloper's approval of the application of the Agency shall be within the absolute discretion of the Redeveloper. ARTICLE II Maintenance and Repair Section 2.01. Maintenance, Repairs or Replacements Done by Redeveloler. (a) During the term of this Part II of this Agreement, Redeveloper assumes the ull and sole responsibility for all repair and replacement of the structural elements of the Parking Ramp including the foundation, walls, parking decks and roof thereof and of the plumbing, elevators, lighting and heating systems contained therein, whether foreseen or unforeseen. All such repairs and replacements shall be at least equal in quality to the original and performed in a workmanlike manner. Redeveloper's obligations shall in no way diminish the Agency's responsibility under Section 2.03 below. (b) Upon receipt of notice from the Agency that it reasonably deems such repairs or replacements described in subsection (a) of this Section 2.01 are necessary to fulfill the obligations of Redeveloper under this Agreement, and specifying in detail the kind of, extent of and timing of such repairs or replacements, the Redeveloper shall, subject to Unavoidable Delays, cause the same to be accomplished within the time periods set forth in said notice, unless Redeveloper, within fifteen (15) days after receipt by it of such notice gives written notice to the Agency that Redeveloper objects to the need for, extent of or timing of such repairs or replacements set forth in the notice from the Agency. If Redeveloper so objects, and if the Agency and Redeveloper cannot agree on the need for, extent of or timing of any such repairs or replacements then Redeveloper and Agency shall each select a professional engineer registered and licensed in Minnesota, and the two engineers together shall select a third professional engineer registered and licensed in Minnesota, and such third engineer shall determine the need, if any, for such repairs or replacements and the extent and timing thereof, and Redeveloper and the Agency shall be bound by the report of said engineer, and Redeveloper shall accomplish such repair or replacement if decided by said engineer to be necessary, to the extent and within the time period or periods determined by said engineer, subject, however, to Unavoidable Delays, as such delays are defined in Section 4.02 of Part I of this Agreement; provided, Redeveloper shall have no obligation to perform any such repairs or replacements which, by such report, are to be done subsequent to expiration of the Term. The Redeveloper shall pay the cost of obtaining such report from such engineer. (c) The Agency shall have no responsibility for such repairs or replacements as are described in subsection (a) of this Section 2.01. Section 2.02. Damage by Redeveloper. The Redeveloper, subject to Unavoidable Delays, shall repair promptly any damage to the Parking Ramp caused by the negligence or intentional act of its employees or agents acting within the scope of their employment or performance of their duties on behalf of the Redeveloper. 13 Section 2.03. Maintenance, Repairs and Replacements Done by Ag-ency. (a) During the term of this Part II of this Agreement the Agency assumes the full and sole responsibility for the operation and for the condition, repair and maintenance of the Parking Ramp, including without limitation, maintenance of pavement markings, bumper guards and wheel blocks; maintenance of gates and barricades; maintenance of the premises in a clean, presentable condition; removal of snow, ice and other obstructions from the Parking Ramp and from driveways and sidewalks on the Parking Property; minor necessary repairs to the plumbing, lighting and heating, maintenance of all directional and informational signs located within or on the exterior of the Parking Ramp. Repairs and replacements undertaken hereunder by the Agency shall be at least equal in quality to the original and shall be done in a workmanlike manner, and shall be promptly undertaken by the Agency, subject to Unavoidable Delays, as such delays are described in Section 4.02(b) of Part I of this Agreement. The Parking Ramp shall be maintained diligently and in such a manner as to prevent unnecessary deterioration of the Parking Ramp. (b) Upon receipt of notice from the Redeveloper that it reasonably determines that the Agency is not properly maintaining the Parking Ramp in such a manner as to prevent unnecessary deterioration thereof, which notice shall set forth specific actions that Redeveloper reasonably believes necessary for the proper maintenance of the Parking Ramp, the Agency agrees that it will maintain the Parking Ramp or cause it to be maintained in a manner reasonably acceptable to the Redeveloper. If, after receipt of such notice from the Redeveloper, the Agency fails to take the specific actions reasonably requested by the Redeveloper and if the Agency's failure to do so causes unnecessary deterioration of the Parking Ramp, then the Agency shall be liable to the Redeveloper for the costs of repairing such unnecessary deterioration. Section 2.04. Payment by Redeveloper. (a) The Agency intends to subcontract its responsibility hereunder for the operation and maintenance of the Parking Ramp. SUbject to subsection (b), below, and sUbject to the requirements of any applicable public bidding statutes, the Agency agrees to award such subcontract to a party mutually agreed upon by Redeveloper and Agency. In such event, Redeveloper shall pay directly to such party as they become due, any and all costs incurred by the Agency pursuant to such subcontract. (b) Agency shall have the right to operate and maintain the Parking Ramp itself. In such event Agency shall use its best efforts to operate and maintain the Parking Ramp in a manner so that the costs thereof will not be ma terially higher than the similar costs then being incurred by the owners or operators of private parking facilities. similar in nature to the Parking Ramp. Redeveloper shall pay all costs incurred by the Agency for the operation and maintenance of the Parking Ramp as such costs become due, except to the extent that such costs are unreasonably higher than similar costs then being incurred by owners or operators of private parking facilities similar in nature to the Parking Ramp. 14 ARTICLE III Insurance Section 3.01. Insurance. The Agency shall keep the Parking Ramp insured against direct damage covering all risk of loss, including but not limited to fire, extended damage perils, vandalism and malicious mischief, and collapse, on a replacement cost basis in an amount equivalent to the full insurable value thereof. Full insurable value shall include the actual replacement cost of the improvements, architectural and engineering fees, without deduction for depreciation. The policy shall be subject to a no co-insurance clause and shall contain no deduction provision. The Agency and the Redeveloper shall be named as insured parties as their interest may appear, and the policy shall provide that it may not be cancelled without at least thirty (30) days prior notice to the Agency and the Redeveloper. Section 3.02. Insurance Proceeds; Restoration. (a) If any part of the Parking Ramp is damaged or destroyed by fire or any other insured casualty, the entire proceeds of all insurance which are payable by reason of such damage or destruction shall be used to restore, as promptly as possible, the Parking Ramp to as near the condition which existed immediately before such damage or destruction as is reasonably possible. (b) If the Parking Ramp is to be restored pursuant to paragraph (a) above, the Agency shall promptly proceed to repair and restore the same to substantially the same condition as existed before such casualty and shall receive the insurance proceeds for such purpose and shall pay all costs incurred therefor from the insurance proceeds. Any repairs or replacements undertaken pursuant to this Section 3.02 shall be at least equal in quality to the original and shall be done in a workmanlike manner. The Redeveloper shall be entitled to receive all insurance proceeds paid as a result of such casualty in excess of the cost to repair and restore. Neither the Agency nor the Redeveloper shall be obligated to provide any funds or expend any monies from any source for the purpose of such restoration and repair, except amounts received and available for such purpose from insurance proceeds. Section 3.03. Liability Insurance. The Redeveloper shall procure and maintain continuously In effect, during the term of this Part II of this Agreement, policies of insurance of the kind and minimum amount as follows: Comprehensive general liability insurance in amounts of not less than (a) $300,000 for injury to or death of anyone person; (b) $1,000,000 for injuries or deaths arising in anyone occurrence; and (c) $1,000,000 for property damage in anyone occurrence; occurring on the Parking Ramp or arising out of the use thereof, but the policies also may have annual aggregate limits of not less than $1,000,000. The Agency and Redeveloper both shall be insured parties and each policy shall provide that it may not be cancelled without at least thirty (30) days prior notice to the Agency and the Redeveloper. Section 3.04. General Requirements. All insurance required under this Article shall be placed and maintained with responsible insurance companies licensed to do business in the State of Minnesota. The Agency shall furnish the Redeveloper with a certificate or certificates of insurance evidencing the 15 coverages required and that such insurance is in force and effect. The insurance required may be provided by a blanket insurance policy or policies. Each policy of insurance shall contain a provision that no act or omission of the Agency or the Redeveloper shall effect or limit the obligation of insurer to pay the amount of any loss sustained and shall contain the standard form of waiver of subrogation by the insurer. The Redeveloper and the Agency each hereby waives any and all rights of recovery against the other, and against the officers and employees of the other, for loss or damage to the Parking Ramp, to the extent of any insurance proceeds realized as a result of such loss or damage. ARTICLE IV Eminent Domain Section 4.01. Taking by City or Agency. (a) If, during the term of this Part II of this Agreement, the City or Agency acquire Redeveloper's entire interest in the Parking Ramp by eminent domain, or if less than the entire Parking Ramp shall be acquired and taken, but in the Redeveloper's reasonable judgment the remainder thereof is no longer useful for its intended purpose, Redeveloper may terminate this Part II of this Agreement, and Redeveloper shall notify Agency in writing within ninety (90) days of such taking whether it chooses to terminate this Part II of this Agreement. If Redeveloper chooses not to terminate this P art II of this Agreement, the parties shall proceed as provided in subsection (b) of this Section 4.01 ' (b) If, during the term of this Part II of this Agreement, the Agency or City acquire by condemnation any part or all of Redeveloper's interest in the Parking Ramp, and this Part II of this Agreement is not terminated by Redeveloper, Agency shall provide Redeveloper with substitute parking spaces, within a commercially reasonable distance of the Minimum Improvements, the number of which shall be equal to the number of parking spaces acquired by condemnation. If part or all of Redeveloper's interest in the Parking Ramp is so acquired at any time after the Minimum Improvements are fully occupied, the number of spaces to be provided by the Agency hereunder shall be decreased by the number of spaces, if any, which at the time of such condemnation were open to all members of the general public pursuant to the provisions of Section 1.02(a) of this Part II of this Agreement. (c) Redeveloper shall reimburse Agency, for the cost to the Agency of providing Redeveloper with additional parking spaces pursuant to subsections (a) or (b) of this Section 4.01, but only to the extent of any condemnation award received by Redeveloper for the taking of its interest in the Parking Ramp. Redeveloper shall retain the amount, if any, by which the condemnation award exceeds the Agency's costs for providing such parking spaces to Redeveloper. To the extent, if at all, that Agency's cost for the additional parking spaces exceeds the condemnation award, Agency shall be solely responsible for such costs. 16 Section 4.02 Taking by State or Federal Government. (a) If, during the term of this Part II of this Agreement, the entire Parking Ramp shall be acquired and taken by the state or federal government as a result of the exercise of the power of eminent domain, or if less than the entire Parking Ramp shall be acquired and taken but, in the reasonable judgment of the Redeveloper, the remainder thereof is no longer useful for its intended purposes or the Parking Ramp cannot be rebuilt and used in a practical way for the purposes for which the same was originally constructed, then Redeveloper shall notify the Agency within ninety (90) days of such condemnation whether it chooses to terminate this Part II of this Agreement. If it chooses to terminate this Part II of this Agreement such termination shall be effective as of the date the condemning authority takes physical possession of the Parking Ramp or a material portion thereof. If this Agreement is so terminated, the condemnation award shall be divided between the Redeveloper and the Agency as follows: (i) The Agency shall first receive, as its property, a sum equal to (A) the price paid by the Agency for the purchase of the property on which the Parking Ramp is located, plus (B) the direct cost paid by the Agency to suppliers of material, equipment and labor for actual construction of the Parking Ramp. (ii) The balance of the award, if any, shall belong to and be paid to the Redeveloper as its property. If Redeveloper chooses not to terminate this Part II of this Agreement, the parties shall proceed as provided in subsection (b) of this Section 4.02. (b) If, during the term of this Agreement, less than the entire Parking Ramp shall be acquired and taken as a result of the exercise by the state or federal government of the power of eminent domain, and, in the reasonable judgment of the Redeveloper, the remainder thereof can be used for its intended purpose and the Parking Ramp can be rebuilt and used in a practical way for the purposes for which the Parking Ramp was originally constructed, then the entire proceeds of the eminent domain proceedings shall be made available to the Agency (0 for the restoration of the Parking Ramp to as near the condition which existed immediately prior to the taking as reasonably possible in the same manner as provided in paragraphs (b) and (c) of Section 3.02 hereof with regard to restoration and repair as a result of a casualty, and/or (ii) to the extent reasonably possible for the provision of substitute parking spaces within a commercially reasonable distance of the minimum improvements. In no event will the Redeveloper or the Agency, in restoring the Parking Ramp or providing substitute parking spaces be required to expend more money than the proceeds of the award in the eminent domain proceedings. If there is any excess of award over the cost of restoration and/or the provision of substitute parking spaces, it shall belong to and be paid to the Redeveloper as its property. Section 4.03. Other Damages. The Redeveloper and the Agency shall each have the right to prove and collect as their own property, damages other than for the Parking Ramp, such as, but without limitation, loss of business, relocation of business and personal property and appraisal fees. The Redeveloper also shall be entitled to prove and collect as its own property, all severance damages due to severance of the Parking Ramp from other adjoining property then leased or owned by the Redeveloper. 17 . . Section 4.04. Rl(I;ht to Appear. The Agency and the Redeveloper shall each have the right, at their sole cost and expense, to participate by counsel of Its own choice In any proceeding regarding the taking by exercise of the power of eminent domain of all or any part of the Parking Ramp. ARTICLE V Term, Option to Purchase Section 5.01. Initial Term. The term of this Part n of this Agreement shall be for a period of twenty (20) years beginning on the Commencement Date. The term "Commencement Date" means the date which Is the later of the date when the Parking Ramp is initially made available for parking or the date when the Minimum Improvements are Initially occupied by one or more tenants. Section 5.02. Renewal Options. The Redeveloper shall be permitted to renew this Part II of this Agreement for an additional period of ten (10) years from the date of expiration of the Initial term referred to in Section 3.01 above. Redeveloper will be deemed to have exercised such renewal option unless Redeveloper notifies Agency of its Intention not to renew by delivery of a written notice to the Agency at least ninety (90) days prior to expiration of the initial term of this Agreement. Thereafter this Part IT of this Agreement shall be automatically renewed for additional ten (10) year periods upon expiration of any term of this Agreement unless notice is delivered as hereinabove provided. In no event shall the cumulative term of this Part II of this Agreement exceed forty (40) years. Section 5.03. Redeveloper's Option to Purchase. If Redeveloper exercises Its option to renew Part II of this Agreement pursuant to Section 5.02 of this Part IT of this Agreement for the full forty (40) years, then the Redeveloper shall have and Is hereby granted the option to purchase the Parking Ramp Property, and the Agency hereby agrees to sell the Parking Ramp Property to Redeveloper at the end of the fortieth (40th) Management Year upon ninety (90) days written notice to Agency that Redeveloper elects to exercise Its option to purchase. The purchase price shall be One Dollar ($1.00). Provided, however, that Redeveloper may only exercise said option to purchase If Redeveloper is not in default as described in Section 2.01 of Part m of this Agreement. (b) In the event that the Redeveloper exercises such option to purchase pursuant to subsection (a) of this Section 5.03: (i) the X Redeveloper if requested by the Agency shall negotiate in good faith with regard to the question whether continued use of the ramp by the general public for parkin~ purposes pursuant to Section 1.02 (a)of Part . II) of this Agreement is consistent with the then use of the ramp by the Redeveloper. 18 PART III GENERAL PROVISIONS ARTICLE I Special Covenants Section 1.01. Nondiscrimination. The Redeveloper shall not discriminate on the basis of race, color, creed, national origin, or sex in the operation and use of the Parking Property or the Walkway ,Property. Section 1.02. Warranty by the Agency. The Agency and City warrants to the Redeveloper that upon issuance of the Certificate of Occupancy the Pedestrian Walkway and the Parking Ramp will have been completed in accordance with the plans and specifications therefor as such plans and specifications have been modified by change order, in substantfal compliance with all laws and ordinances relating to building and zoning, and that Redeveloper's use thereof shall not be interrupted due to a failure by Agency or City to comply with such laws and ordinances. Section 1.03. Conflict of Interest. The Redeveloper represents that, to the best of Redeveloper's knowledge, no alderman, or other officer or employee of the City or the Agency is directly or indirectly financially interested in this Agreement or any contract, agreement or job hereby contemplated to be entered into or hereby undertaken. No official or employee of the City or the Agency shan have any personal interest, direct of indirect, in this Agreement. Section 1.04. Indemnity. The Redeveloper agrees to indemnify and save the City, the Agency, and their officers and employees harmless from and against any and all claims and demands, and resulting damages, costs and expenses, including reasonable attorneys' fees, of any kind or nature whatsoever arising from: (a) The use and occupancy of the Parking Property or Walkway Property by the Redeveloper; the operation or management of the Walkway Property; the condition or maintenance of the Walkway Property (except such conditions which arise from incomplete or faulty original construction); or from any act or negligence of the Redeveloper, its agents, contractors, servants or employees in or about the Parking Property or Walkway Property; (b) Breach or default on the part of the Redeveloper of any covenant or agreement on the part of the Redeveloper to be performed pursuant to the terms of this Agreement; (c) Violation of any law, ordinance or regulation affecting the Parking Property or Walkway Property, or a part thereof, or the use or occupancy thereof. In case of any action or proceeding brought against the Agency or the City by reason of any such claim, upon notice from the Agency or the City, the Redeveloper convenants to defend such action or proceeding by counsel reasonably satisfactory to the Agency or the City. 19 The obligation of the Redeveloper hereunder shall not be limited to the extent of insurance carried by or provided by the Redeveloper or subject to any exclusions from coverage in any insurance policy. Section 1.05. Release of Claims. The Redeveloper does hereby waive any and all claims for, and does hereby release the City, the Agency, and their officers and employees from any and all costs, expenses, and damage incurred by the Redeveloper to the personal property of the Redeveloper on the Parking Property or Walkway Property and specifically agrees that the City, the Agency, and their officers and employees, shall not be liable to the Redeveloper, its successors and assigns, therefor (except for claims arising out of the negligence of the City or the Agency). Section 1.06. Extent of Obligations of Agency and City. All covenants, stipulations, promises, agreements and obligations of the City and the Agency contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and the Agency and not of any officer or employee of the City or the Agency in his or her individual capacity, and no recourse shall be had by the Redeveloper, its successors or assigns, for any claim based hereunder against any officer or employee of the City or the Agency authorizing or executing this Agreement. Section 1.07. Extent of Obligations of Redeveloper. All covenants, stipulations, promises, agreements and obligations of the Redeveloper contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Redeveloper and not of any employee. of the Redeveloper in his or her individual capacity, and no recourse shall be had by the City, the Agency, or their successors or assigns, for any claim based hereunder against any employee of the Redeveloper authorizing or executing this Agreement. ARTICLE II Default and Additional Provisions Section 2.01. Default. If the Redeveloper fails to perform any of the duties imposed upon it by this Agreement or violates any provision hereof and such default continues for a period of thirty (30) days after the Agency has given the Redeveloper and any mortgagee of the land and assignee of the Redeveloper's rights hereunder (of which the Agency has knowledge or notice) written notice thereof in the manner specified in Section 2.05 of Part III hereof, or if the Redeveloper shall default pursuant to any of the terms and conditions of the aforesaid Redevelopment Contract and shall continue in default thereof in violation of the terms and conditions of said Redevelopment Contract, then the Agency shall have the right to terminate this Agreement by delivering to the Redeveloper and any aforesaid mortgagee or assignee written notice of termination in the manner set forth in Section 2.05 of Part III hereof specifying a date of termination not less than thirty (30) days thereafter. Provided, however, that if Redeveloper's failure to perform or violation of any provision of this Agreement is one that cannot, through reasonable action, be cured within thirty (30) days but the Redeveloper is taking all reasonable action to cure the same, then such failure of violation will not be deemed to constitute a default under this Section 2.01 as long as the Redeveloper, within such thirty (30) days, provides evidence reasonably 20 satisfactory to the Agency that the failure or violation cannot be cured within thirty (30) days but will be cured as soon as reasonably possible, as long as such failure or violation does not affect the safety of the Parking Ramp or Walkway. Section 2.02. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Agency is intended to be exclusive of any other available remedy or remedies unless otherwise expressly stated, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Agency to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article II of Part III of this Agreement. Section 2.03. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 2.04. Conflict of Interests; Ag-ency Representatives Not Individually Liable. No member, official, or employee of the Agency shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or associa- tion in which he is, directly or indirectly, interested. No member, official, or employee of the Agency shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement. Section 2.05. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt re- quested, or delivered personally, and (a) in the case of the Redeveloper, is addressed to or delivered per- sonally to the Redeveloper at 3550 Lexington North, Suite 104, St. Paul, Minnesota with a copy to Stephen B. Swartz at Maslon, Edelman, Borman, Brand &. McNulty, Suite 1800, Midwest Plaza West Building, Minneapolis, Minnesota 55402; (b) in the case of the Agency, is addressed to or delivered personally to the Agency at 590 - 40th Avenue N.E., Columbia Heights, Minnesota; and (c) in the case of any assignee or mortgagee of the Redeveloper's rights hereunder, is addressed to or delivered personally to the assignee or mortgagee at the address designated in writing by such assignee or mortgagee; 21 or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 2.06. Duty to Act Reasonably. Wherever this Agreement requiras the Agency or the Redeveloper to approve any action of the other party, it is understood and agreed that the Agency or the Redeveloper will not unreasonably withhold such approval. Section 2.07. Severability. If any term, condition or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof and the application of such term, provision and condition to persons or circumstances other than those as to whom it shall be held invalid or unenforceable shall not be affected thereby, and this Agreement and all of the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and to. be complied with to the full extent permitted by law. Section 2.08. Assi~nable by Agency; Successors and Assigns; References. The Agency may assign any or all of its rights, obligations or duties under this Agreement to the City at any time without prior notice to Redeveloper. All of the terms, covenants, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. The captions used herein are for convenience and not for interpretation of the provision hereof. References to one gender shall mean and include a)l other genders. 22 IN WITNESS WHEREOF, the Agency has caused this Agreement to be duly executed in its name and behalf and its seal t" be hereunto duly affixed and the Redeveloper has executed this Agreement in his own behalf, on or as of the date first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COLUMBIA HEIGHTS ~- B By ---;? TERRY EVE~<---_ STATE OF MINNESOTA ) ) SS. COUNTYOFANOKA ) '4 The foregoing-1Estrume~e acknowledged before me this cf<O day of ~__, 19Y.:l., by ~~..#'s..')1.. ,TU15;" ~ theeha:"M",n. Cfet.J<l{:IH>});reetc,Pf The Hous- ~edevelopment Authority in and for the City of Columbia Heights. ~~~ r::'~:::"~~~~~;~~LL :i :1A;\_:" - \ :': ~lr'lT ARY p.tJBLlC.- tr,tNNESOTJ. t'..;~fi\lf ANOKA C::'''.'''''V '>:"40-~f."..' My Comml~slOn EXpIP~5 Aug. ~~, jtlci,~ ' b~"I'-#'hf>4'C'-N}N#H<~Q-#./;##"#'##H~J COUNTY OF ANOKA ) ) SS. ) STATE OF MINNESOTA e The fO. regoin~ Jnstrument was acknowledged before me this ~ day of A~ ' 19.JZ:::, by Terry Evenson, an individual residing in the State of ~nesot - -/;k:;;;'~d 4 ~~~;} M) f/ Notary PublIc / ~~_N _._~__~_.~. '_~/_~_.M~', .'';''''',", PATRICIA A. GANZER ~~'h.M.'Yii;;'''~/ MOIAR'( I'URlIC... MH4NE&OTA. \S?~ RAMS'Y COUNTY MY cotl1missioll cxpiros Muy 5( 1987. ,.q~."."'0__"_-'_" -.,.~, __ u 23