HomeMy WebLinkAboutParking Certificate 7-10-2000
PARKING CERTIFICATE
THIS PARKING CERTIFICATE ("Certificate") is made as of Ju 1 y 10 , 2000, by the
CITY OF COLUMBIA HEIGHTS, a Minnesota municipal corporation (the "City"), whose address
is 590 40th Avenue NE, Columbia Heights, Minnesota 5542], Attention: City Manager, in favor of
PRESIDENTIAL BANK, FSB, a federal savings bank ("Lender"), whose address is 4600 East-West
Highway, Suite 4] 5, Bethesda, Maryland 20814.
RECITALS
A. Lender has agreed to make a loan (the "Loan") to LAKE-ST ATE PROPERTIES,
INC., a Minnesota corporation ("Borrower") which will be evidenced by a Promissory Note dated
June 2, 2000 in the principal amount of$2,800,000.00 executed by Borrower, as maker, and payable
to the order of Lender (the "Note"). The Note will be secured by certain documents (collectively
with the Note, the "Loan Documents"), including without limitation, the Mortgage, Security
Agreement, Assignment of Leases and Rents, and Fixture Financing Statement dated June 2, 2000,
executed by Borrower to Lender and encumbering the property (real and personal) described therein,
including the real property described in Exhibit A attached hereto (the "Office Building Parcel").
B. The City and Borrower are the current parties to the following agreements
(collectively, "Parking Agreements"):
]. the Management Agreement for Parking Facilities and Lease of Plaza Property
dated July 20, ] 982, originally executed between The Housing and Redevelopment Authority in and
for the City of Columbia Heights and Terry Evenson ("Evenson") relating to the construction and use
of a parking garage facility (the "Parking Garage") on certain real property (the "Parking Garage
Parcel") described in Exhibit B attached hereto and the lease of certain real property (the "Walkway
Parcel"), as described in Exhibit C attached hereto, to Evenson for the construction of an enclosed
overhead pedestrian walkway (the "Walkway", and collectively with the Parking Garage, the Parking
Garage Parcel and the Walkway Parcel, the "Parking Property") between the Parking Garage and the
Office Building Parcel; and
2. the Agreement between the City of Columbia Heights and Zaidan Holdings
Inc., for the Operation of the Parking Ramp dated June 30, 1988, originally executed between the
City and Zaidan Holdings, Inc. ("Zaidan"), as subsequently modified by the Agreement for
Modification of Management Agreement for Parking Facilities dated FebrualY ]], ] 99], originally
executed between the City and Zaidan.
AGREEMENTS
NOW THEREFORE, for the purposes aforesaid and in consideration of the covenants and
agreements herein contained, the parties hereto agree as follows:
1. A true and complete copy of each of the Parking Agreements and all assignments,
amendments, alterations, supplements or modifications thereto is attached hereto as Exhibit D.
The Parking Agreements constitute the entire agreement between the City and Borrower with
respect to the Parking Property, and each is in full force and effect and is enforceable against the
City and Borrower in accordance with their respective terms.
2. The City is the owner and holder offee simple title to the Parking Garage Parcel and
the Walkway Parcel. The City has not transferred its interest under the Parking Agreements.
3. The lease of the Walkway Parcel has commenced and the term thereof expires on
November 30,2081, unless sooner terminated or extended pursuant to the Parking Agreements.
4. As of the date hereof, the City and, to the best of the City's knowledge, Borrower are
in full performance of all covenants of the Parking Agreements, including, but not limited to, the
payment of all rents, charges and amounts due to the City. There is no existing default or claimed
default by either the City or, to the best of the City's knowledge, Borrower under the Parking
Agreements. No event has occurred which, with the passage oftime or the giving of notice, or
both, would constitute a default by either the City or, to the best of the City's knowledge,
Borrower under the Parking Agreements. Neither the City nor, to the best of the City's
knowledge, Borrower have any existing defenses or offsets against the other party's enforcement
of the Parking Agreements, and there are no unresolved or pending disputes between the City or,
to the best of the City's knowledge, Borrower with respect tot he Parking Agreements and the
Parking Property.
5. The City unconditionally consents to Borrower's assignment and mortgage of the
Parking Agreements and the Parking Property in connection with the Loan. In the event of any
default in any of the Loan Documents, Lender may exercise any and all rights and remedies
available to it, subject however to this Certificate.
6. Without the prior written consent of Lender, which shall not be unreasonably withheld
or delayed, none of the Parking Agreements nor the rights and estates created therein may be
modified in any material manner, canceled or terminated (including without limitation, any
termination of or right to terminate all or any of the Parking Agreements in the event of any
casualty or condenmation and any termination upon notice to City of an intent not to renew).
7. If Lender or another entity (each, and their successors and assign, a "Grantee")
succeeds to the interest of Borrower under the Parking Agreements and in and to the Parking
Property pursuant to a foreclosure of the Loan Documents or a deed-in-lieu thereof, such
Grantee, subject to the terms hereof, shall be bound by the Parking Agreements after the date (the
"Transfer Date") such Grantee succeeds to the Borrower's interests in the Parking Property under
the Parking Agreements and has acquired title to and possession of the Walkway Parcel, and may
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thereafter assign, sell, transfer or mortgage any or all of such rights, title and interest in, to and
under the Parking Agreements and in and to the Walkway Parcel. Lender as such Grantee shall
not be:
a. obligated to assume any obligations or liabilities pursuant to the Parking
Agreements accruing prior to the Transfer Date; or
b. subject to any offsets or defenses available to the City which accrued prior to the
Transfer Date; or
c. bound by any material modification of any Parking Agreement made without its
consent; or
d. . bound by or liable under any provision of any Parking Agreement providing for
any indemnification of the City by Borrower (including without limitation, any
such provision relating to any environmental condition of the Parking Property),
other than as such provisions relate to actions of Lender during any period of time
when Lender is exercising Borrower's interests in the Parking Property under the
Parking Agreements or is in possession of the Walkway Parcel; or
e. liable under the Parking Agreements for any amounts in excess of its interest in the
Parking Property or beyond the period of time it is in possession of the such
interest.
8. Lender has not assumed and will not become liable under the terms of any of the
Parking Agreements by reason of Lender's acceptance of this Certificate or any lien or security
interest encumbering the Parking Agreements or the Parking Property.
9. Upon any default by Borrower under the Parking Agreements:
a. the City shall provide Lender with notice thereof in the same manner in which the
City must provide Borrower with such notice under the Parking Agreements, and
b. Lender shall have all rights of Borrower under the Parking Agreements, including
but not limited to the right to cure such default as if Lender were the Borrower. In
addition to the foregoing, if Borrower fails to cure any default under the Parking
Agreements within any applicable cure period, then Lender shall have an additional
thirty (30) days within which to cure such default, or if such default cannot be
cured within that time, then such additional time as may be necessary if within such
thirty (30) days Lender has commenced and is diligently pursuing the cure or such
default (including, without limitation commencement offoreclosure proceedings),
in which event the City shall not exercise any ofits rights and remedies (including
any rights of self-help except in an emergency situation) under the Parking
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Agreements nor shall the Parking Agreements be terminated.
10. In the event all or any portion of the Parking Garage or the Walkway are damaged or
destroyed by fire or other casualty or be taken through eminent domain proceedings, then all
resulting net insurance or condemnation proceeds payable to Borrower pursuant to the Parking
Agreements, shall be paid to Lender and be held, applied and disbursed by Lender in accordance
with the Loan Documents and subject tot he Parking Agreements.
11. Without the written consent of Lender, there shall be no merger of any estate or
interest in any of the Parking Property (whether leasehold, fee, mortgage lien or otherwise) by
reason ofthe fact that any such estate or interest may be owned or held, directly or indirectly, by
or for the benefit of any person who now or hereafter owns or holds anyone or more other estate
or interest in all or part of the Parking Property.
12. Any notice, coy of notice, request, demand or statement made hereunder shall be in
writing, signed by the party giving such notice, delivered to the intended recipients at the
addresses set forth in this Agreement (or such other address as may be provided by such recipient
to the other parties hereto in writing from time to time), and shall be deemed properly given only
if given by one or more of the following:
a. if hand delivered, when actually received;
b. if delivered by a national overnight delivery service, one (1) business day after
delivery to such overnight delivery service; and
c. if delivered by U. S. mail, certified with return receipt requested and postage
prepaid, three (3) business days depositing the same with the U.S. postal service.
13. This Certificate contains the final and entire agreement between the parties hereto
with respect to the subject matter hereof. If any provision of this Certificate or any application
thereof is or becomes, to any extent, invalid or unenforceable, the remainder of this Certificate
and any other application of such provision are not to be affected. The rule of construction that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Certificate. This Certificate shall be binding upon and shall inure solely to
the benefit of the parties hereto and their respective heirs, legal representatives, successors, and
assigns. Any waiver related to this Certificate must be in writing and shall only relate to the
matter described in such waiver. No delay or omission in the exercise of any right or remedy shall
impair such right or remedy or be construed as a waiver. A consent to or approval of any act
shall not be deemed to waive or render unnecessary consent to or approval of any other or
subsequent act. Any waiver given by a party shall be null and void if the party requesting such
waiver has not provided a complete and accurate disclosure of all material facts relevant to the
waiver requested.
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14. The City executes this Certificate for the benefit of Lender with full knowledge that
Lender is relying on this Certificate in making the Loan to Borrower.
CITY OF COLUMBIA HEIGHTS,
a Minnesota municipal corporati
B
By: ~~!j(/r
Walter F ehst,
Its City Manager
STATE OF MINNESOTA)
) ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this IDthday o~ 2000, by Gary
~":;\;",,.,~o\\. and WALTER FEHST, the Mayor and City Manager, respectiv~ behalf of
the City of Columbia Heights, Minnesota, a Minnesota municipal corporation.
e CAROLE J. BLOWERS
~ NOTARY PUBLIC. MINNESOTA
_~ My Comm. Exp. Jan. 31, 2005
/2'~f}~
~~PUbIiC
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Lot 3~. Block 6. Renervoir Hill..
Lot. 26 thtouqh 28, elo~k 1, Walton', Re.rranqo~ont of Lote 33 and 34. Bl~ck 6.
RBe.rvo!.. Kill..
the vacae.. tLLay adja".nt to Lot. 26 thcouqh 28. Bloak 1. Walton'e RearranqRment of
LOts ~3 an4 34. Blook 6, Roeervoir Kille,
Theee porte of Loti 28 through ~1. Illock 6, Re.enol.r RUle. Lot.. 23 and 24. Block. 1,
walton'. 1l.aHanq"lI\ent of Lote U and 34, 810"k 6. Ilo...rve!.r lULU. and <:>f the Taoatad
alley .dja".nt to Lot 24. Block 1. Nalton'. ~narrangement of Lot. 33 and 34. Blook. e,
Reservolr Bl.l1a. Lying s~thw..t.rly and Weltorly of the followin; d.aorlbed 11nel
.09~nnln9 ~~ . ~~lne en ~ho south l1n~ of .aid SlQok 1, walton'. R.arran9.~."tf .aid
pol.nt b.lnq 18.00 f.at W..t of the Southa.et oornar of Lot 23. of ..Ld Block 1. Walton
1l.....,,&I\9_nt, I;;""n". Northorly on .. u.n.. 19.00 flt.t. Wao.. Of and r.....ll.l with .aid ma'
lLne of ~t 23, .. dL....nc. at 87.00 teetl thane. on & .traiQht l1n. to & poLnt. on the
North line of Lot 30 of eaLd DloQk 6. ~..Grvolr Hl11., B.Ld point beLnq 47.23 fe~t
z..~.rly ot the No~hw..t oa~nGr at ...Ld Lot 30 .nd ther. t..rMln.t1n~. &11 ln ~nok.
County.
Anok.. County. Hinneoete
Ahatract and Torrene
Torran. C.~if1o.te Numb.r, 62803
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DeMJipUon of ~ P"-tk/tttJt!!'aD\ p,l'Cf.I,
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teta ~4. 25. And 26. alock 6, .,'.rv~i~ KiL1I.
tot. 20, 21. and 22, al~k 1. ~'lton'l ."Tr'nC'~lut of Lot. " .~ 34,
k.a.rvolr Mill', aDd all of the v.eated .l~ef adjAcent to ..i4 LQt. 20.
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Block 6.
:n, and 22.
~o.. p.rta 01 t~t 27. alock 6. ~e,.rvo~r Hill. and of Lot 23. 8lock I. W.lton',
...rT.nl.~.nt of Lota )3 1n4 34, 8lo~k S. ~"'TvotT MilIa en4 of tbat part of the
vlclced iUt)' sbuttinl IllQe'k I, ''Walton's ~urratla....nt of Lou " all4 34. JI10ek 6.
a..urvolt ll1lb". as olec.licat.cl ill nill plat. \/hiell U.. \lutUl)' of thl IIOrtherly
~t.n.ion of the ...t lin~ of Lot 23. ..1d Block I. 1rinl e..terly of the
foUMnll 4ueribtd Ulllr
Je,tnnin. It . potnt on the .oucb linl of laiel alock 1. ~.lton'l le'rTaft*e~.nt.
..id point brio, 18.00 f.tt v.at !tOft the South..st COTn~r of tot 23 of ..14
IloCk 1. ~.ltoa . l&.xr.n*~ntl th~ae. northerlY OD a Itnt 18.00 fete ~e't of
and parallel vlth the ta.t Itlle of 'lid Lot 23. to the north llao ol ..14
Block ~. le.arYolr Hille.
Jte$lIlNlna .~ 'ubj.c:t to IUUl<l:nt
,I.lrpo.... C1vn the n01l.'c1t 4.(10 leu
.u~r,I'(>lt HioU..
to the C1..t., 01 Coluabh Ildallt"e for 1=o.ct....,.-
of the vaat 232.00 f....t 01 .Aid 8100\ ~.
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EXBlBIT C
~DtIoII ef tht WaIInr., hnll
Tho.. patta of LoU 27 tbrou&" 31, J!Ibek &, l\eunoh nUb and choAl! put. of
LoU :u aM 2.4, .lock 1. \O'deon', llennneelnent of Lots 3) and 34. 1I10ek 6. ' .
Jt..eno:l.J: HU~'I .ild,.ot: the 'IIacaud .Uay .bULd"& Illock I, "Wdton'. lteurtmSOIlI<,"t
of LoU 33 and '4, 110ek 6, i\uervolr lUll.", lIS 'hllleated, 1n ..U plato 1)'101
wtthln tha f911OV1n&,~..eJ:f.bed tractl Comft8fleln& at II polnt On the, .outh Itne
of ..id Block I., ~.lton'. l\eartan.ement diat.nt 18.00 feet veat of the Douthe.at
corner of tot 23, ."id Block 1. Walton'. ~e'J:r.nat~ent, t~enee nQJ:thtrly on · 11,,~
18.00 hat "..t of an4 p..nlld \11th' the tl!au Une of sdd 1.<<:It U, II dhtanM e>f '
17.00 taet, to the actual point <<:If bestnn!na of the Lract to be dascribedl thence
coaUnu1n& I\Orther1y on the extendon of a.U Une, to the 1I0rth 111\& of Bloek 6,'
1\...rv01' Hi~l.; th.nc. v.st.rlr alon. ..14 north lint of Block 6. to a point '
beias 47.ti feet ...terl1 of the nortbwe.t eorner of Lot 30, Bloc~ 6, Rea.r~olr
Hilla; thenc:. loutheaatulY, to the p"1nt of h811\u11\8'
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leSe"!n, .nd .ubJect t<J ea;;~m~l\t. to the City of Colurobh \lei.hee 'for roadllay
purpo... over tbe north 4.00 fe.t: of tbe weat 2)2.00 fe.t of ..i4 iloek'6.
Jles!lJ:'VoirBilll.
....'1~,d,nB to, the Cit:t of Cctlu'IlIbia lldaht. . utllity Utle_of; OVai'. uo~e". and ..
aero., the ..It J5.00 fe.t of the veat 22.00 f..t of Lot 27, Bloek 6. Reservol~
IIt11l1. atld t!le ...t 13.00 feet of the weit 22.00 feet of Lot n. Block 1. "deep'lI
.ean'll,elllllt of Lou 33 1M ,~. 1Ilock f. 1\1$11"01'& 'HUh. liltS thu porUclI\ Ilf
the v.e.t.d .11'7 .but:tlI\A !loek J. "w.lto~'1 ..arreolem.nt of tot. 33 .n4 34. .
1lloek 6. "..noir 11111.... .. lIeoSien,a tn ..ioS pllt, 17ill'; blt1lun tba nor,thedy
eKt'D.to~. of the ~t .nd veet linea of the ...t \5.00 f.~t 01 th- \le.t 22.,00
i..t of ,.14 tot 23. Jloek 1.
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IIGREF_'1Elrr BETW!':E:11
THE CITY O~ co~rrxnI^ DEIGSTS
"'10
2lIlI01.}l 1I0LOTNGS INC.
FOR TRE OFERIITION or THE PIIRKING R/lHP
(/ (
tillS IIGREElIENT, .....de u of ~h. 3:>f:h day oE.::ri.t fI. e "
1989, b.~~..n ~he Cl~y of ColumblA Belqht~ r;;m.~im.' her.lnafFer
reEen.d ~o t. ~h. "CUy.), .."d ztl.!an lIoldlnq. Inc., 0
",orporation or.,anlud und,," ~h. l."'~ of the Oomlnion of Canada
(!om.tlm.. horeinaftor .eferr.d to ... ~he "operato."',
IIITNtsSrTH TIU\T, in e""..lduadon of tho mutual coVe-
n:anl:s her,l" eonl:.31nf!d l:h" t;ltHtll!f5 httfl!tc t'4!!!cll:lJ 3nd aqrefl o!!I
lollow.,
~.,
R.el ~a 1~'
PUr.uant to a cortdn l'....n4q.m.n~ "qr..ment for Public
racilltl!! and L.... of the Fh.a Property by and be~..,un ~he
Ilou.lnq and R.developme"t "uthor Ity In and f<" the city of
ColumbLa Il01qht. (the "I\UthorHy.) and Tony E".noon, dated July
10, 1982 (heroLnanor reEorred to ... the "E',"nson Contract"). ..
th. Authorlty'. int.rut theroin !-.a~ bun_.llUlqnO!!l ~o ~h. City,
the ci~y and Terry Even!on oqrMd "hat ..'llf!Lr.\! !:.,,!!J)'~' in exch..nq"
lor the rlqM to u.. durinq eut.~n timu tho H~-.ull parkinq
ramp (the "hrkin., Ram\>") owned by the city ..nd located lit 9~0
40th Av.nue liE, In Columbia Betgl':ts, would be re'PM:!llblJ! for
majo, r_~lIal ,s, _Jell.l"S1'IIle.n.!a_llll!1-ma!..nt.eD.a.n<;~l ',hi 10 . till( <;I~:i would
_ore.r~J tHe parklnq Ramp and p4cEo<m rqul!n! malntena~o! thO!reot.
By m""" lOt this ^qree..ont,.. Ul" Roudn9-'!n"-"llede',elopment.
Authority in ..nd tor thel city) ot Columbia Ildqhts hertby
contracts with the Operator e..r "he per forlll1lnce ot d L of the
City'. obll.,aHon under the Even:!!"n Contract for th.. o"HaHon
.and maln~en.nee of ~he pa,klnq ftlm?,
I\IlTICLl!: T
.~
g..ctlon 1.l.
be 5 ye... and 1 day
June 30, 1993, unlo."
.:!l ptovldod her..ln.
~. ThO! t.rm ot thl' Aqreement .hall
beqinnlnq c'"' June jO, 198~ lind endlnq on
...Id term .~all be terminated or e~tended
".>
~; o~ ''?'-1 1.\~ - .;,t.:: U"3 .Il\11' -r~u-t~l.>
un CLJIl U
~
5aetion 2.1. QRfratloD 10 GtnItJ~.
a..r'~5 to Mnaqe and opeuta tha ,arlr.inllLl"'P in
.eonoelcai and busln..alika eannar, sat sfactory
the City. '1:b.. 0gerato. aqr.aS to acee<ftpll.h.
"al... otharvI.. dl.eetad by the city.
, (.) 'rovlda sueh oparational and ~aintan.ne. ,uppll..
.. are ....on.bly n.e.....y to eparata the ,..kln9 (Lamp.
Tb. operator
a prot ...lonal,
at all tim.s to
the follovlnq,
Ib I Pro..ld" bookk.epln.,; and aecountlnq funetlon., a.
Meuury.
Ie) Pay for All utl11tl'., Ineludln.,; ,.., v~tar and
ehetticHy.
(d) Kaln!:.ln all op.rat1n1 equIpment.
(., Aeeompll.h routIne ~int.nanee and ropair.
The ovarator .haLl net ."q"..e In any oth.r bu. In... on
tbe 'arkIn, lLl.~ pr~t... oth.r than to provld. ouch. .ervlee. as
may b.. requIred to'aeel..at.. Inoparati..e v.bleL.. ~ raqu..ted by
a eustcmar ot tha 'arkln1 (Lamp.
The Op..rator .hall
witbln ftv.. <lays .lter sama
daaav. or Injury .".tAlned to
'arkln1 ~ It.elt.
hcdo" 2.2. 1IQllI.t.. Tha Olj!..utor .qr.... to op.rat"
tb.. 'arkin1 1t:lJllp bat.."..n the heur. et .,00 a.lII. and 1,00 p....,
nary "on'loy throu1h FridAY ."c..pHl1q st.lt" .lnd federal t..<)al
holIday...
e..pott In wrltln.,; ~o the Clty,
1.. reported to ttH' o\,erator, anl
p....."M or I1toP..t1,. Includlnq !:lie
s."t:!O" 2.3. !1Ill.ll' I.t...." ~h. houts ot ,,00 a.lll.
and s,oa p.s. ~"e Operator .1'..~ to cha.g. and ooll."t r.tes. It
any, tor parkIng motor vehicles ..hleh frO~ tIme to ~Lm~ shall be
"~.lbl1sh~ purs"ant to the t.r.... of the Ev..n.en Conerao'"
PlZuunt to tbe Evenson eont..,,;: U Me b..n "..~....tn.d elult
then ,hall be no cl\Arg. for lIark!l>'t ..t: pre..n!:. and ..n~ll th"
~.atot is notified oth.r"l8.. .'1:he Op~ratot a1r... tlUt ~he
City and ~b~ "old.r of Terry !ve"son'. lnt.res~ Under th.. tvan.on
COl\tuct: ..y ohanq" parkin" rat.. from t1J!l.. to tlm" and ~hal: any
new rate. "st.bIIshed shall b""e... ..tloctive on the ~to.
-2-
II I -, -~1
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.=.u..; 1e)'3 ':''<'> I
i. 1:)1 ~ :f~.:: .J.llj' 1, ...1~I'Jt.:..l..-
stlpulat,d by the CIty. The Op..otor ';MY "eommend to tho City
eh~nq@' In par~lnq rat...
--
Bleydn sMall be allowed to be p",kld tree !n sueh
rae~. a. arl pro~ided by the CIty.
S.et!on 2.4. HajnS1U-~Qbll~lt!2nA--P~--~t~.
Th. Operator 'qru. to notHy the City !;Ir lor to m.~!nq any
repalrs ...hleh ar.. subjeet to the compltit v. blddlnq requluments
ot tllnnUlltl nll~' seetion 471.H5. Th. Opuator aqu" to
maIntain the Par~lnq Ramp, the .qulpl!l.nt proo!d.d by the CitY Ind
all parts thereot, in qood condlt!on Ind fepalf and In as .ate
c:ondltlon IS it. operltlon wIll flUOMbly p@rmItr ....klnq III
flpoir. therlto, vhieh may bl reaoonably nle...ary tor this
purpo.., Inoludlnq but not limited to the tollo...inql
fa) Halntaln oIL paoe~ent m.r~inqs, bumper quard. and
bloeks. . .... .
wheel
(b) Supply eloetrie light bulb. and r.plaee vorn out
bulb. and tu..s.
(e) Kalntaln and eare for all plantlnq..
(d) MaIntaIn all porklnq equipment Ineludlnq all
'late.. barrlelde., ticket spltt.rs, eto.
Ie) Maintain the premisu In a dun, pres.ntable
eondition and not allow dIrt, paper, or ~r..h of any ~lnd to
aocumulate upon the premlses1 and re~oO. snow, lee and otha,
obstructIons from the proper~y and trem drlo."ay. Ind slde-
wdk. on tho parking Ramp pr.mhe.. The snow and debr 1.
nmoved, Ihall not be pbeed upon the public way.: or .any
porUon therlo!.
(t) Make minor neee..ary repairs to the strueture,
!;Ilumblng, llqhtlnq and h..tlnq .ystems.
. (q) Maintain and leeep in good working order all
dlrlctional and Intormatlonal .lqns loo.tod wlthln or on the
I~terlor of the Plrk!ng Ramp.
In tho event that the orerator Ihall tall to eomply
...lth any of the atorementIoned obllgatlon", the City ""'y, aft.r
tiu d..y. notiee to oomply, In addhlon to orh" re.lf.dlu set
torth h.r.ln, .ntlc upon suoh premlo,. and take all stlP'
neeusary to lnsure eompllanee with tho abo~e obllgatlon'1 and
all wor~, labor and materIals .hall be eharged to and pald tor by
-3-
..-l-.-r----T-lf
1='(.."': ~ '-;1 H.... '1 <!It:! ;:33 .It,9l _"'}:J~t-
the Op!'at~" plU~ a ,.uon..bL! .",ount eo. the oq.rh!a~ ot the
Cl~1. and .uch cO!~ .11...11 no' b. a d.duotlb1. op.'3tlonal .~p.n~'
und" s.otlon ..3. .
Slotion '.5. rtuq". ".octdJlu. (a) It and ..h."
th... I. a d....mina.lon ~d. pu.suant ,0 the tv.n~oo eont.aot to
..tabtl.h ~..s to. ~rkin~. tbe ~e.a.er .qr'.. to d.po.lt dally
all 11100108 "olhet.d at the 'uklnq \taIlI1l b.t."..n 1,00 a.lIl. end
SIOO 1".11I. ~o. p...kinq, Ineludlnq IIOQntbly p",klnq pav".nt.. it
.ny. at ouch. Lo"a.lon and tl..... 'I' dl.eet.d by thl CI"\:Y, Att.e
d.~.it. .uoh lIlOniU ,ItaLl b. ttnd.. the """,pLlt. e~n.rot ot the
eny. Thl CltT chall approv. the ..."nIt.ln ..hleb .epodt. an
...d., p.ovlded tltat the opu..tor "I\.ILL b.. ,..pon,lbl. ~o. aLL
.ueb monl.. up to the time ot d'follt. The Op...at~' aloo aqr...
to ~kl and eolllet parklnq eba.q.o, and to p'.patl and t.an.mlt
dally .epocto In tb. mann.c and tocm d.~Iqna~d by thl City.
(bl The Op.uate. ao;.... to .et up and ..a1ntoln .ed.!..te
c.""cd., book. and aeeount~ In the !Mnnu and ~o." .pp.ov"d by
the cny: and thAt p...onneL ."thod.ld by the City .h'lLl have
the .lqh. to audit and .....~n. .a!d ..cord~, book~ and account'
~t any tlm. dudn<; .o<;lIhr businu, bour.. Th' a"coun.. ~haLL
...tlect. bllt not 100 11m!.l:o" to. dally vel""'O ot park!nq and
In"o"o (It any) and ollpon.' ."""unto, ."d tho Opocato. ohall
prop..o and oubmie ."o"thlY ..." a"nud pr,,!!t and 1"~' ua~.m."",
... ..on .. any Indd."ta! Uoancill oc 09....t1nq .ut....nt.. as
de."d ft,,,,~o'lry by the Ciey or ao tbe nor~L cou..' ot operation
.11..11 dlee.te. ~Ll financial c'OOtd. oh,ll be pc'pa..d and made
a"dhbl. as p.o"id,d by cIty and !It.eo h'" '. In tho n,nt that
.udlt~ ot ,.amio"tions,disclo" tboC..Age., 0. th.~to of any typ..
the Operato' .~ll ..~u.oe thl city foe any ..~.riu. los" 0' any
eustom.. 0..tch~e9ll'. .. the city dote...1no.,
Ope.ato.
to tho ctty by
co~.ncinq Janua.y
~",t:1on 2. S. auDlId 1Stl!:.....nt a nstJ,l::;'ount.. Tn" city
.hali conduct an annual audit.
.hall pr.p." an annual budqe.. and .ubmlt ~"...
Apdl 1, tor "'''0 City" nut H~"al yeae
1.
s.ction 2.1. ~J~lQnI. The opo.....o, .hall make no
"ltllrat!.ons or addition.. to ui:d p....i.U and appU.t.n"nee~ ,,1th-
out the ".lor eon..ont ot th.. cHy. It I~ ."p...dy aq...d that
all .appurten..nc..", pees.ntly 0. h...de" Locatod In and up""
.aid Parkin~ \lUlp; ..h.th.. IH1".d th.r.eo, or oot, ."re and ~h"ll
..~ln tho p.op".ty ot tho Clty.
-4-
',1- r-:--r--n----
t"'.~
r:.u.; 00 '?a l } 151;! :an dtS1 -m<Jt2.C-
/
SecHon 1.8. 8.!..b..~.. t~u~or Prohibited. n 1"
urtder!~eod that. there sh^ll b. no ..bat@ to the opuHor or Its
ofJ!icers or employees o~ .."y pottlon of. '"y '!xQ4ndl1:url!~ tI!Pr.,-
serttlngan opHatIng IXp.t1~., as dent1ed in paragraph 4.] of thIs
Agr,@ment, by any p.r.on, firm or eorporation ~hi~h ha! pro~id,d
900ds or ~~rvie~s to th~ Operator, un18~8 8ueh r,bAt9 i! .pprovwd
In ~rLtLng by the CIty.
Seetion 2.'. Cj~to CQn~L-~~~-' No ,mpioI4e
or ag~nt of th. ~erator ~hail contuct dlrodly or Indlr~et y,
eLthor as .n Olln"r, employ... or ag.nt. tor urvl~U ovu .nd
abov~ hi! dl1~I.' or seop" of ~mpioym.nt, e~e.pt vith tho prIor
wrItt.n appro~al of th@ cIty.
S-.etion 2.10. . p~'a:t..-~W. Th. Oporator ~h311
r.pair any domag. to the p~rking Ramp 0' .quipment ~herein.
c3u!.d by th. negllg.n~. of. Lts .mpLoy.... su~h ~o.t of up"Ir
sh~11 not be A relmbur5able operatlnq .xp.n~e.
. S."Hon 1.11. M~III!l.!:LL-ll~_'UJlanc.Y.. Ilothing in
thu Agroement !hall b~ eon"tru"d a! ereatIng a tenanoy bet~een
th~ Cit, and th. Op"ratorl nor shAll tho oporo.o, b. d..med to
hA~e th~ rlqht ot ce~upancy to the pr~m158~ O~ any pArt ~h~reof.
^IlTICI,2 II!
P-El'lSQH1!tt.
Seetion 3.1. ~~~l12n. Th. OperAtor "9,ees to
secure, rurnish, train and pay for all pe..onn41H UI reason-
ably neoessary to be Imployed In the .uec~!,~ul op~ration of the
parkln9 Ramp. Any llnd all Imployees ef tho Opuator, or other
p"rsons while engag"d In the performanee of any work or ser~lols
requirod by tho ov.rator undor this Agr..ment shall b, oonsIdered
"mploy.es of the Operator only. and not amploy.'! ot tho Clty or
ha~e any oontraotual rllationship wIth the CitYI and any and all
claims th~t: It~y er eight: arls. undJ!r the tfocker~' Cornpensation
Aet of the State of Kino.sota. or simIlar aet on behalt of sald
employ..!! or ether pluons whlll so enga':led In any 'work or
servloes provlded to bo rendered hereln, shall be tho sole
obl19ation and rlsponsIbillty of the Oparator.
s""Hott 3.2. l!sm::.Q.tSs.U~Qn. Th. pro',1olons of
all appt1eabh fadeul. tut. and loeal la'" And regulations
pertdning to diserimInatlon shall be consLdered a part of thi"
Agreement .5 If more rully set forth horein.
section 3.3.
fur the< "qru,'
ttt.sonnel Re((1jJliiOt1s.
Th. operator
-5-
18 -T---.-lr
" .
.~
. .
"
. AJ,. 00 .~
W -3L! .113 .Jt\31' -t:W-t::.'_-
(a) To furnl.h promllt, ..f., tlUlden~ and "ourb~OU!l
..c~I". adequa~. ~o m.... all d.mand. for 1~. ...vle. ... th~
1:'..l<in9 ~.
(b) To furni.h .aid ,unle. on a eal., .qu..l. and.
non-duerlminatory bad. to .11 "..... th...oL
(0) To ....lnt21n . elo... ...teh QVU .t...nd..nt" "0
Insur3 th..... ~'1 .hall dl!1eh.uq. ~dr dud.. 111 · !af.,
oou....o..s. .nd .ff!o!."t ~nner to aalntaln . hiqh "tandard
of ut.ty .nd ..r..lo. "0 ..h" pubue. .
(dJ Ilot to dlv.rt or cau.. to b. dhut.d .ny busi-
n."! e.om tho !acl1i"~.',
(.)
ent:..'C ot'
.ptltlfti'IS
lldtbu the Op..r:o.to. nor Leo. .mploy.... ..hall
dd... any .automobll. "lIleh bu bOM phe.d upon th.
tor ..h. purpo.. at ..1t-parkinq.
lMICLJC IV
tJ.GMIm!~
......lon ..1. 'l'h.. """.ate" .hall no~ b. ""I'<ino1bl.
for er pay for ..h. !ollovl."q' '
(a) bt:aordln..ry ..p.1e and .....lnt.n..n". ot ..h..
.a.klnq Ramp and .qu!pe.n..;
,
.BJ:l!A
(0) lkouse..y ,"l"r r-vdr. ..". ..ho !t!uctuU, It1~
oludlnq U1. foundation, v.lls, pardn,; d."~.. rOdl! U1U.ot
and ,iso inoludinq plw.blnq. .1....tor., 11qh~lnq .nd h....ln9
.y....~. eont.ln~ the.eln.
M'flci.1t V
W~ Of O'I!:IlATOR
seetion !.1. &\naSl~.~ I.'ltLJ1).\L..Ml1W"~nU"e COIIJ:.
JV4 ~.01..' Pur.uant"O the tlr~' af thl EVln$Dn Caner'o~, the
boldlr oC "he lotlrlat ot Terry E"lftCOn undlr \:bit EVlnson
Contract UI '1U.d "0 p.,. .s they bite""" 4'" '"V an<! all c"les
Ineutred by the City pur.uant t" thi. Aq...~.nt. Accordlnqly the
Op..ator .lLL11 l""k to dlo li.,l<!oet of the lIIt....t: of tatty
EVenson uod.. the Even.on Contrac~ for p.yment ot the MAnlqlmane
t.e. administrative co.tS .nd .~~.n.a. and op4ra.lnq exp.ns.s.
Th. Oplrator .hAIl keep records of all such e..., coetS
and l%pltn." and submit tepores d.tdllnq the a"",un~ and pur"oll.
-,~
In. -T-
'1r
r ",:,
:'. W;<Jl'~1
. &lZ 3.3:' :1191 ''';:},J'ItC-
0/ all ouch expenditures to th~ City on each Harch I. septemb~r I
and o@e~mb4r 1 durln1 the t~rm of ~hts ^~r@@mtnt.
1JlTICLE VI
:t.NDtlo\llIT~ ,---'lQ.l:mS....J.l!~!l
sec~ion 6.t.l1tr3JI1!n.lli. The operator covonant. and
a9r... to pay .ubject to all provision! 01 tnl. Agr..mont, ell
damag" tor Injuri.. to ce,1 or porsonal property 9rowlng out 01
any negllgont act or d..d oc any omi..lon to act of th~ Operltor
or Iny .or'ant, ag~nt. or .mploy.. 01 tho Op..c~tOC in conn.cHon
with tho op@ration 01 tho P~rklng Ramp undor this A9r~.m~nt. Th~
ov..ator cov....nt. and a9".' to do/end, Indomnlly. ...,., and
ke.p the City harmleu Igdnst all liabUltie., 10..... eoot.
(Including eourt and .tenogr,phlc coct. and an amount in
reimbu..ement 01 attorney.' lu.). damaqo!s, ""!;Ienu,, eau.u ot
adlon, .ult., c1olm., delMnd. and judgments 01 any kInd or
n,tur. ~hat.oov.: which m.y in anywi.. com. against tho City lor
0' c" account 01 per.ond injuri~. or death, 9r""ing out of "ny
""11. "nt .ct or d..d or omi..lon to act on tho opeutor or any
~~t'lant, 8~ent at:' e~ploYl!i!!I ot thf! Opl!r.sl:ot' 1n conn"~tlon with
tho operation 01 th~ Parking Ramp under this ^gr..ment.
secHon 6.2. !!l~\lUnl1.1' Tho Opp.rator sh~11 procure
and maintain contlnuou.ly in eUect. durlng tho term 01 this
Agreemont, insut3nce of the kine! "nd amount ."Iliel.nt too conr
any liability oE the O~.r"tor unde< tho Workers' Compensation Act
01 HinM.ota, Such lMurance required in this sectton ehell b.
taken out and maintaln.d In rupon.ibh insurance eomp"ni... in
the Stat. oE Minne.ota. Operator shali lurni.h the City a policy
evidencing .uch in.uran,. or .. cortiElcate or certificate. of the
respective insurers stating that such in.urance 1ft in tore. and
eHoct,
AA'tICt.El VII
UBHlM'Wl.tl
section 7.1. .:lorrend!u 01 PC!I.l!!lu.s.. Upon termination
of thh ^-greemont by hp.. 01 time or other'.i.e, the operator
shall surrender and turn over po..esslon of the I'..~king l1amp
premises to the City i" the ""'u manner and condnlon as it
received tho premi5". excoptlng rusonabl. "ear and teu ond
damage by ca.ualty,
Section 1.2. ztfect ~~~~lS' It i. e~pressly
agreed bet..eo" tho parelo. hereto that In the evont the 'arkinq
Ramo IS desertod, vaoated. or abandoned, or it the Operator shall
..ii, .s5lgn, or pledge this Agr.emp.ntl or It dotault b.. made in
-7-
'.....1-:--'
II ----~...
P.~
..,
~ os '~ tG" '''i "il2 :;.:.-; dtSL _;"':n~C-
l;h4 p..!or.unee o! any of ~he e,,"eMn~. ~"d Iqrulll~n~" ~o he
p.r,!o,..od oy the OQ.'a~oq or i! ~he o~.'a~or .hall faU 1;"
eOlllQly vi~h any ot tho .tatuto", ordin.noes, .ul.', orders, rt9u-
l..:ttlon8 or ritqIJitl..ent. of the t.deral, .~ato, or ol.~y ~ov..n-
mentl or It ~he o~.rato' .hall tilo a p.ti~ion in b.n~ru9tey, or
eake In ...I.gnment tor the ben.tit ot o..ditor. or take ad".ntage
of any lJ1.oh.ncy ac!:, ~. CHy MY el.ct ~o urun.atl thls
'..;I......"t and th.. t.... h.,oo!, and in I:b~ .".nl: the Oity d.ot"
to t,""!lUItl I:hh Aqr....'ut b.eau,e o! a .iolat;Lon of tll15
..etion, U90" .ueh ~e.1Il1n.tion, the OQ.ral:or shall oOlll~.n..t. th.
Cll:1 fof tho 10.. I.n ,...nU4 .uttered by .e."on ot suoh
t.rllll~tl.o". .
S.ot!O" 7.3. ~n_l Termination. 'Th' O~e.ator mar
tlHlIIlnl~o I:llts A~rulll.nt. "it.bout eaIJU, ll~On thlrty 1101 a.y.
prio. "rltton not!o. to tll' cHy. tn Idd!t!on, " noHoe t:o the
Cil:y from Klller , Sehr04dn. tn',.sem.n~s 'CorporaHon tumIoatl.n'!l
t:hl.. A1r.....nt .hall bav' tho sa... toree and .ff.ot .~ a notle"
fr01ll th. op.rator.
IIMICIJ'l VItI
~
Th4 riqht. and
u.. o~ en4 r...ody
rL9h~ to u.. of
!."t!on '.1. V;ht:s ~utl:a.
rft~.d1.s ~.r.by er..tod ar. oulllUlati"., and thil
shall nol: b. uk." to ",elude or' "ai~4 the
a"othu.
~b1. fo.
d_nd.
d.....nd,
S4ctioa ..2. ~. In any e.u. ..,h...e it h d.dt~
the Clty to ..... "1"'1\ th. Opilratl:lr any notie. or
H .hall b. tllUlci.nt to und a wri"".n notle. ...
by oerl:!tl.td ~!1, I"'ctag. pr.~.id. add.......d to,
1.L4tn lold!cq. Inc.
c/e lnerql Cor~.
14$ last: 'th Strtot
SI:. raul. Klnn...ota 55101
IIt any e.:t.' vbe.. il: h dulrahl.'" tor tll. Op'UltO' to
9ivo or .;'rn uVOn th. cl.ty 'In,! nod". or d."",nd, I.t .Mll bft
..u!!ie!.,," to s.nd a v.l.tt." notloe or de~.nd, by e.r~lfied mall,
pest.g. ~r.~.ld .dd.....d to,
clty a! Columbia Be1ght"
coi"lIlOla s.igntl. Klnne.ota 55421
-8-
T-. -r------ T--U-'--"-
....hJ
~lN iCS ':0 .
; 612 :;13'3 Juh ~I{J\!.I:~
~
Sed Ion 8.3, ~OlllcLLUU;.JI.......'!.J...I:.Jl...j._"l!~.-l!!LQ.d.ln~O~'
The Ol'.ra~or aqre.. to Ol',,,at~ uld pot~inq Ramp In c"mplionce
with ~h1s Aqr.elllent ud all 1.."" and o,dlnancU In efhct 0'
whleh may he'eaHe' be adol'tod by ..nd fo, th.. City of Columbl..
,!Ielghta.
Seotion 8.4. auJ.u ..ud Ill!culati2n'l' Th. OpHItOr
aqr..~ to abide by rule. and requl.~ion" rtl.ttlnq to Use of ~h.
pu1dnq lIamp U are 5'romulqated by the holdu of the Intuut of
Tarry Evonoon under ~he Even.on Contr.ct, pur.uant to the ~venson
Controct. whleh rule. and regulatlone lIIay from time to time be
ehanq_d.
Section e.5. ~U1sn.ll!1tlHy bv ~_l\.';~I.. The rlghts,
obllga~lons and dutl.~ under thl" Aqr.ement of the Oper..tor .hall
not be as.lqn..d Or tunah".d In IIhol. or in part wlth04t the
prior written p..rmls~lon of th~ City, ..~e.p~ that the rlqhts.
obllqa~loM Ind dutl.. under ~hl. ^9'......nt of th.. Operator may
be HsIgned ~o Hllhr ,Schroeder inv.stment. cocl'orAtlon, and
Iny pureh..... frem Hlllor ~ Sehro..der tnves~m.n~s coq:"ratLon,
without pe,mls.lon of the City.
Section 8.8. f;'l~lan,,-WllY-lt'l..JJJ:~' The rlghto,
obllqa~lons and duth. of the City und.. thl. 1I'1r..,""nt at tho
City" option m.y be ...lgM.! or tran",focred In "holo or In part
to tho City o! Columbia Belght~ "ithout the eonsont of the
Opetltor.
S.eHOll ft.1. p-'I.l!!J<te ot ~Jl.U!J~.19-'1' H dlJtlng the
term o! thl. Agr.ement. ~ll or any part af the parking Ramp .hall
be destroyed or da,"aqed from any cau... th.. CiCy .....Y, at its
option. canc.l, S!odHy, or su"pendthe opuatlon of thh Agree-
ment up"n th,e. day" notlc. to the Operato,.
S.ctlon lI.e. 9PS.lQ!\ to lI,nIlW. Th. operator ehatt
have ~he optlon to ren." and extend the tum oe thl" ^9rum.nt
for a period o! flye l~l YeA" by qivinq the City ninety 190)
days' notlee oe such ,en.wal. The ope,ator aqre.S that the City.
at Its op~ion. ~y upon the termination ot this Agreement extend
this AqruOlent with the overator on a negotiated bads, may
""licit bids or "e othte with others for "uch sonices, or III&Y
operate the Farklnq n..mp vith City personnel.
The Operator agre.s tha~ by enterlnq Into th19 Aqree-
lIlent It obtain" no addltlonJll rights or prl',UogU In the future
r.glrdlng the operation oe the Pa,klnq Ramp and aqreeS that the
City h.~ not waived or abrogated any I"'"..r or discretion it has
-9-
---- '\ '-r-----l--W
.-~-_._.
~.U
"'.r.~ ''!\l
.ir 6L1 n9 Jt~1 -r~-
.e~...dLn1 ~he op..uUon o~ tho p...kin" R""'9 \I!;lOn t..minoUon of
~h A"rum.nt.
III WIT!lE!!! 1!Ilntor, l:h4 <:i ty and tho O"\I.uto. II.."..
e:!u~.d thi~ ^"...ment ~<1 b. ."."ut.d Ln their "~Qe"tLve e<lrpo-
rate nam.~. as at ~. datI flr~t vritt.n abo~..
crn OF COL1Jl\l!t}. UIGlt!!l
By ~/~/!~~1'i~{~
8y OVt<-~j. ~~~L.
ly~..LW~.~tl-
C: '\"'J fV1.(h-.. tI... 'Y---
IAIDAIl ltOLDIllC!l utC.
8y
-YtS
----r
STilT!: or MINN!SOTIl
~~"I"
COOll'fY or
5"
Tbo tor~.l:"'''lll: Vll" aekn""l.d".d bo!o" ...
~'1.'~ · '~.~ ,,~dL ,,'
. ~ . tlI. '0" and
tl ~ of~. ~ of ColWlbh J1..i"ht~.
'''a.' NO.. .,v"".,.................
W 1NlIIAA1WIlOlI,ms.....
r' .~~~;.I
_It'l_
'\ !!luT....--,-IT----
.--..-:-:...-
P.12
. ,:a. rt.,"l:; ~e '~a
J, G12 33'3 dLSt ~r31tC-
STAn or MItIll!:SOTA I
) 55
COUlITY or 1lr::/J,v"'IIJ I
Th~ fo..qolnq In5~.u~en~ W~5 'e~nowledqed before me
~hh '-:Ub. day of .:rl.l.l1 e..._' 19aa, by ..1l<!~~~ --:2:dld!\.JL..' ~h"
~e ;:e.-t<1 rr: of hid.-n 'HOrdLng. Inc., & c". .&~ron- orqanlud
~'existin9 under the laMs of the oeminion of Canada.
I.Q...~~~''''.,.
~ MOI,==lQTA
IIy e.-Jrdoo f>llbtt Oct. Ill. 1"0
.~.
~~~p~
-11-
..---
.-----, ---.-r
, ---------.--
JUN I 1 1992
. .
,.
. AGllr.nmr.f JOR. !!OIlUlc.ATIOll OJ I!l1IA""""RT
ACIll':filI!RT JOIl PAUlOO JAClll:rlP-9
TIltS KODlrICAL!ON AGltEEl:!EnT ill mAch thi~ ilti.- .hy ~I! ~n/lj;1.1 . 1991 t
.-
bl!lt:"".;1....lrl th. City of Col~bt.ll g"i'.:ht5 (h"t''IinllEctlt' "tbe City") .ne! t:dc1:\n Rotctfn8',
lnc.. II C~nllldi..n eer.porat:io1't (b.r.:t.n..I':.oIt' "Z.idan"'.
In c::onflid.'t':lt.f.ot1 of chili mut.ual .3~..m..nt. b.tv..n th.. C1t7 Itn,) ZlI{ch,n,
iae.ludit1.8 th. e0"ll'4rtant. .n~ llf!:l:...m.nt. ..t tort:b. in prlM'io1u,ly .~.~ut.d 'SrtlfOm.."tt'
b.t:"....l..n. the pl:t.r~i.., d..c::rib.rt h..101:1, tb. City .nd Z.ic!.n do l"lflr.by _gr." t:" mCHHfy
that doeum.nt' .tried ..II D MlI.nlllll.l:ftent Asr.ntllne lor P.r\d.n~ ,..~iliti(" and t...". of
the Pla2:tl Prot'"t'ty by and ~.tw..n th.. RoU.in8 ...nd J."dltvltlt:lrment AI1I:Morit:y in .nd f"r
thl!l City ol Columbia n.i~bt. and Terry !.Vftt11'10tl. dat.d July 20, 19112 ("M:m.~ftm"nt:
Asr..tfIent:"). The Ci.t:1 h ~hll u"l~n..~ of thel!ou..inlJ .nel 'R.~.vl'tlopftl~nt Au~h~t'ttrt.,
int8r.,c in the Hanll!.mfllnt A.1't'urn..nr. and T4Irq !,,.n.en t. in~lItul"t in t".h. M"t'ul.s*.ftl~nt
A.ltr"'!tD1lnt:. h.a.s bll!t1ln .~uiln.d to and _....Itmllld by Z.iddrt. Thi,.. H<:Idifiell.tinn ASt'lIaml!lnt
is 111.0 int.nr:!..t:I to ::Ind dOG" har.hy mo.HEy th.. t:..t'1'Il" ot .. pt'"vto'14'l,. ..~..~11r:tIId
doe\ttl'lllnt "ntir:l"ct ASt'...mlllrtt A..t'7"..n th-. City C'lf Colut1billt Jh!~ht:., .tld Z..idnn
Holdin8~' tne, for t:b. ~'n~.tion of ~hfl P..t'1cln,,__.R~p d:lt:flr:! June 29, 198a
(h.t.'tlin.ftllt' "'Ramp OpIlt'lltion Asr...",,,,nt"). To th.. 41xt..nt 'Pt"n'ti.otl. c:nlTctnflnt" by and
'b.t"'J...n th.. City .nd Z.idem in t.h. H'anIl8_1ll4nt: Affru1m.nt .n~/~r th.. Fbtmp Op"r.tttnn
All.'".m',"t sra ineonjll:f.~t:llnt. uith the t.rm. her.in. tho"fI tflt'UlI'l lit''' h"t'tlby
!'Iupe't'""dlld. Thill M"dif'ie.:t.tlr.tn ^ltt'",.tunt ..Iso lJul'"r".d,u :lnd t!llnc",l.. Il p'r'lIvioltl'
modification 1I8t'lIum.flt. b'ilt'Vfu'In Z:ai.".llIn and. th. City dllt.d Nr.J.,,,mb"'t 9 r 1990.
Thll City snd Z.idan hU'l!Ihy mutually 1I~t:'fII. lInd contt:':let for thft furthf!t:'
elarif!e_eiC'ln of the U8. ~oli~i_. ol th4 8ubJeet p~t:'k!n~ t'llmr ~_~~~ib.d in tn4
H",nIlSflm.nt Asr..-m4nt (hon'.ln.ftar "the JlIUfttJ"' to' utltln:1!l U811 of th_ ~Amp ~y thft
puhlie '''"/ltr.ll, en .qulll t,,'t"m_ "nd eondition., ... Eol1cralt.
M.n.~_~
IDl1
!:;'tetiot1 l. Ttlm. Th.. t<<rm dE thi,. ModiE!eat!on A,;t:'f!t!Trl4nr. "hn1! bll.~in eln th...
dat:ii hjii:~uE lilud ~h..l1 n::t~,"d for th~ t''!l!M!!!n!nl dU'r'l\t!on of th.. H:\f1Il1~~ml'!nt Agr..m"nt
and thfl lbml' Op.ratiot1 A''t'.emftot: or until furthflt:' modifiel't.ion by mutu:tl o:t't'i~ten
.1't'~@t!I.n.t hwe:;:"..n th.. City (ml! Zd.clan.
. T---r-- II
S..ction 1..2. ~~qnstl.1;.1..q,\1'.....
(.) All rata. and eh.r~.. to b~ .x.c~.~ for p.rkin~ .- r~?7id.d in thiJ
H'od:l.Eic..tiot1 A(III;r.+mltne ah..l~ b.. .ubj..et to th.. reSl.11ation and ..pprO"'n.l of the Citt.
(b) Z.idan i_ her-by prohihit.d f~om ..11in~ or oEf.rins fo~ .,1. or
1l1lCJ"St:tntl: an1 individu.el 0'1:' .nl:ll:'1 h01'll. 1",11 in (III; 0'1:' oUu'inS f':l1:' ...1.. .t'lYlfl..r~h.n..Hu
or wuppli.. ineludint .,.olinll nr oil, or tb. c.l..nin~, r.p..ir ot" l\Jrt1:Lth:!.n~ oE
ut""d.e." othfll't' than pu'kinS and ,hli"7IIry oE autOV1obil.. :l.t\ tn_ R~mp.
(e) 'laid an ,b.ll tnll!.nt.in rlh~Or{'- n.e....ary to .hcrv :lta c.omp1.:hnc.e '(;1ith
th_ '!'.qui~n\"nta oE th!.. Modil:l.~"t:i."n Af!:ru,rn.nt: and. .bltl1 {uk. th... urn.. ...,..illlhh
for audit, in'~..et:l.on ..nd/er co~yinl to tb. C:l.ty uvon r.qu.'t: oE th. City.
(d) The C:l.ty .h..ll m.intllltn r.eord~ n.eauU"y to "ho:rv :lt~ c.omplianc.1Il with
tbe t:llqllir.m.nt. of thi. MccHlielltton Asr..flm.nt: Iln.! lIhllll tuk.. th.. !'_m4 .v..!llllbh
to Zaid.n uron t'eqtt..t oE t.i~.n.
IN mnttSS YttUor, tn_ City I"'\~ 'l_idflft tot..,. r!,.",....d t:h:h Mo(Hfle~t!on
Af!:r.llIm.nt:: to b. .x.eut.d in t:h.it' t'llI'1f....c:t1."'l'. enr-p"t:.t4 na.m.", .. of th. ,htlt l{t"~t:
vrit::t.n .1,07..
ClTt 0' COLu;mT.A mnr.ms t
!Y' a~gdL~
!Y'
It. City Hp.n"~'*t'
By'i
Cite, fJ
J
nll--l
IT
~r:.\:: c'! ~~gC!.\ )
)...
colflttt of AltOt:A. )
~' Th. fo"SoinS ,in...:"...n. wu oeb""lodS.d bofo.. ... .hi< jltl~ doy of
. V(u?:j' U91. by IdY..d ll. C..l.o", &nd s.""n II. ""d...o.... Hoyo..n Aedns CHy
.., .. ,', "" .. ..._,,, .."".. ~
//. .'.'
~~...,,-~--
'-" @ I'IU,V\..1ll/I1l
;v fJ7t.I,rl'nMJt..~
WA!ln~ (;QJIlTY
.._",,_Jl.IIII
)0;;",,,,,.,,..,,,..,,..1
COllRTt Of J.AI:I!lU
Th. fonloin, in..ruoton. ".. .ebto..1.dSod bolo.. ... thi. Rl21/-dAY of
t~AL.....,,-199t, or I.iehard 'Ill. t.hr::lna:. '..lI:lIeuti..,. Viee r't...id.ne of 7.....td....n Hnldin'.f
~
I
)...
I
STUll or HI!lllIlSotA
.:>
"
.iAAlJi...A " "'.l~"''' .::)....J~.....J..
.. ~ WEltO"! 91~\Jt.rt t
\ ,!?,.!;j1;. ""'I<1V~J3Uc.l/I:(I~tO'. (
"~ti~ .....,,,SHINOTCfl cOt;llrf t
~... 'hc.,r::7":Isf;.,n::Y1"lttl~'lI.,,'l1,"lIf::
)C.""",,yrr"TI !~'!~7'~...';~-n l'f"'-:'~"': ,<t't")II
,
.--_.~~-_.,
-1-w-r----r-1T-------
TORRENS
_.__n__-.
L,t:> \Q .. S- / '<P-
nng1!~' .-ot--------
onlof~;'''~: _~_~~. 1_!6. :,.,J.....C!. 0 In, \J""~ I f'nl,..n!'ll't'\
(p 'i3'
One. n.rlr>r ... ." - ('II
./ by~ n"COld""bll;J~#---
r-Illna r-nl'!!l:~O~~-,-_u-
Adund nnc't II _-----~_.-- ~tolf!S:___
",em h ?,/ f.( 7, II . 01 0 coo'r-
Cr,,1 if ~ .AU" ,'" --1-1 t-!AW CflIrn.: _._" Entty --------
"' . _.____.._._._ Troct-' compo
TYPBd . Updnted: _,_ COfT\pll'lle -
BK._ L::L /Z__.-_ PO __ __ _1 .;L __ - ."" _'::2:3 ~'1.3_-
Wol1ClJluncnl'!:
I'AcelVl'Id Ih\s Dn\p'
- --- ....- ----
d Cot\ln"d CorN
Onl" M~Il...o __" ..----.----
a M~\tl-.C:'-.~~-:.~. r:~_ ...---..--
6-:; r~Il~'nr 0 How Or.~C.
o Olvhtlf)fl
o ~I"tll~
OO^C
OOlhnr
o 01:11. Sp"'c
o tin Ch~"nr.
ABSTRACT
_ , J. .p
npcf'llpt iii ~_~~,~J_~~".- 0 CertllhJd Cony
Do i Onlt'l Mnllqr:l
Ontrll1tTIn: ..::.t - I 8',ot.) .
._ - --. ... .... - 0 TAX L1,."... I n"lnn~""
One.Orrl'" olD nl'5/.
____. . . ~- 0 Multl.CO') Onn Till( rrl
./ bV! rln!l~ ~f\._ ~- ...--~----
DTH'""''''
nCH::oll'''~b1ll1y r 0"1111'" ..~ ..
Flllnp r.,,,!\: ..___..___..S1.~
Wtlll Cnrtlflnllto
F\l1tct11vq-dlhl.. a"'le:
Anokn Cot!l1ly PJH',:oldr"
Notes:
o tl"!w n""c,
[] nlvln\nn
o ~t:\tll~
DOUH'lT
Onl\\;
o On', ~J1nl;
o N..... Chnngr::
FilE IN TOnRENS
300565.0 TORRENS
"ETRO LEGAL SeRVICES
THE TOWLE BLilG STI
330 2ND AVE $
""LS, "N 55-1,01
I d__
--------~
IHC
150
-.
nnCtlMt:ttT'10. 3005135. n '1'ORRTi:NS
ANOKA COUNTY MINNESOTA
'lIEllEOY c[nmv T1'^1 TIll; WIIIIIN lt~SlnIlMF.JIT WAr. nI..f.O IIf nitS ornee
rO"n1:co"oor~ SElP 04 97
^T 8 ~ 00 1\,-1
rr:r:S MID TJ\XF.S Itl mE MAnUIH nr
^'''" W,,-I{ pU1.Y REconoEO.
$ '- 0 . 50 r^",_
970GOG75
F.DWI\nD M. mf.SJ<1\
I<NOK" r:OIlNTV rfJOrtmY TAX' ,V1IAINISrrnmnmF.r:onnm/flF.nJsmAR or rlTUS
DKD
nF.C'flt'T uo,
RY
m;rI!1Y rnorFmy rA:< /lnWN/smIlTOntnFCOnnmtnEGISmMf OF TTnES
I1C(';lJl,IfNTUO.
ANOI<A coOii-f{;91,i~~~mJ{
I HenEOV r;I<nTlrV 11lAt Tilt:: WlTllltl'U!':lntn.le.UT W^!1 rlllO:D ItI nil~
ron nr;c.ont'J orf Of ACE
M SEP 04 97
FF.'ES ANO T~!:t glq,,~mT or
"HO WA~ Dln.Y nECOAO!D,
$59.!i0 ,,^In,
97060683
EDl1\-'\no M m~Sf<A
ANOKA COUNn' mnrr:mv TAX AmtlN/,~T1tAmn,"E'"COIlDF.n,"E'G1STWln or T1nf~
BY DKD
flF.rU7Y FROf'FR7Y TAX A mmJlSrRA TORlnEcOnnfnrnEG/!HnAR OF TmES
nr:CF.I"rtln.
:1
n-
'" -~rll
_ _1_._
"EXHIBIT D",'
"
- ,
TABLE OF CONTENTS
Page
PHEAMBLE
11EC\TAl.S
PART I
l.EASE OF TilE PLAZA PROPERTY
AHTICLE I
DEMISE OF WAIJ!{WAY PROPERTY
Section 1.01. llemise of Walkway Property .
ARTICLE II
TEnM AND RENTAL
Section 2,01. Term .
Section 2.02. Hental Payments. .
Section 2.03. Sale to Redeveloper.
Section 2.0~. first Refusal Rights.
AHTICLE III
USE. OF WALKWAY PROPERTY
Section 3,01. ncner"l . . .
section 3.02. Advcrtl,ll\\;1 Sign, .
section 3,03. Compliance wllh L"\'I~ .
Section 3.04. Right 10 Contest Ln\'l5
ARTICLE IV
MAINTENANCE AND REPAIR
Section ~.01. Maintenance.
Section 4.02. nepairs and lteplucelTlenls
Section 4.03. Allerations
Section 4.04. Damage by Redeveloper
Section ~.05. l1epairs and Hepll1ccmenls Done by Agency
Section 4.06. Damage by Agency .
(i)
1
\
3
3
3
3
3
~
4
&
5
6
6
6
7
7
B
ARTICLE V
TAXES AND UTILITIES
Section 5.0 I. PF1YIl1~nt of Utilities.
Section 5.02. Tnxes F1IHI Assessmenls
Section 5.03. ('olllr.sls .
R
B
\l
A!1.TIlCLE VI
INSU R^ NeE
Section 6,01. IIlStll'F1t1Ce .
Section 6.02. Imurollce Proceeds; Restoration
Section 6.03. Liability Insurance
Section 6.0'1. Genernl Requirements .
9
9
10
10
'AHTICLE VII
EMINENT DOMAIN
Section 7.01. Total Tnldtlg
Section 7.02. Pnrtinl Taking
Section 7.03. Othcr DalTlnges
Section 7.0~. Hight to Appenr
\0
11
II
11
(Ii)
PART Il
MANAGEMENT PROVISIONS
ARTICLE I
CONSTRUCTION AND USE OF PARKING IlAMP
12
12
secllon 1.01. Construction of Parking Ramp.
Section 1.02. Use of Parking Ramp
ARTICLE 11
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 2.01. Payment by Redeveloper
13
13
13
11
ARTICLE III
INSURANCE
Section 3.01. Insurance.
Section 3.02. Insurance Proceeds; Restoration
Section 3.03. Lil\bility Insnt'llnce .
Section 3.0'\. licneral Requirements .
11
11
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 4.01. llight to Appear.
15
16
17
17
ARTICLE V
TERM, OPTION TO PURCHASE
17
17
17
Section 5.0t. Initilll Term .
Section 5.0'2. J<encwu! Options.
Section 5.03. IlecleveIoper's Option to plIt'chasc
(i\1)
PART III
GENERAL PROVISlONq
ARTICLE I
SPECIAL COVENANTS
Section 1.01. Nondiscrirninntion
Section 1.02. Wnrrnnty iJy the Agency
Section 1.03. Conflict of Interest.
Section 1.0~. Terminntion by Redeveloper
Section 1.05. Relense of Claims .
Section 1.06. EKtent of Obliglltions of Agency
und City.
Section 1.07. EKtent of Obligations of Redeveloper.
19
19
19
19
20
20
7.0
AI'tTICLE ![
DEFAULT AND ADDITIONAL PROVISIONS
Section 7..01. Defuult 7.0
Section 7..07.. No Remedy EKchlsive.. ?1
Section 2.03. No Additiol1nl Waiver Implied by One WaIver. 7.1
Section 2.04. Conflict of Interestsj Agency Representlltive
Not Individually Liable Z1
Section 2.05. Notices ami Dem!lI1ds 7.1
Section 2.06. Duty to Act Reasonably. ??
Section 2.07. Severobili ty . 22
Section 2.08. Assignable by Agency; Successors and Asslgnsj References. ??
Siglllltures
Acknowledgmcnts
EKilib!t A
EKhlbl t B
EKilibi t c
Legl\l Description or the Parking Land
Legn\ Description or the Wa\kwnyLBnd
Map of Parking Land and Walkway Land
(Iv)
/'
~lANAGEMEN'l' AGREEMENT AND LEASE
TillS AC:HEEMEN'l', mude and entered into this 10~~~ day of _:k~J;~~_'
1982, by and between TilE IlOUSING AND REDEVELOPMENT AUTIIORI"Y IN
AND Fall TIlE CITY OF COLUMBIA HEIGIlTS, a public body corporate anrl ~)I tic
established pllrsul\nt to Lnws of Minnesota 19H, Chapter ~87, as 1l1llCn,\crl, l",inl;
Minnesota Stflll.1tcs, Sections ~G2,~11 - ~62,711, and h.wing its principnl office flt
~)90-~Oth Avenue Norlhenst, Colurnbifl Heights, Minnesota, its successors fnd I I
assigns (hereinafter referred to os the "Ageney"), and TEI1.RY EVEHSlHI, '/\1\" III', f'
individual residing in the State of Minnesota and with his business o(ldrr,ss at :15:,0
Lexington Avenue North, Suite 101, Saint Paul, Minnesota 55112 (hereinllflcr
referred to as thc "Redeveloper"),
{l ~ r!1(\l\
WITNESSETII TIIAT, In consideration of the mutuol covcnunts hercin
contained, the parties hereto recite and agree as follows:
Recitals
The Agency and Redeveloper have heretofore entered into a cerluin
Contract for private Redevelopment, dated June 1, 1981 (the "Redeveloplrle'nt
Contract"), in connection with a redevelopment project in th,e City of Columbia
lIeights, ~lilllleSL)ta, known os the Downtown C,B,D. Revilalizntinn Project
(hereinafter referred to as the "Project").
pursunnt to the Redevelopment Conlract the parties have, inler alia, ngreed
lIwt the Agency shall eonstnict a 369-slall parking ramp (the "porl<l"li Hnrnp")
upon the land described on Exhibit ^ altached hereto and lnade a porl hereof ("Hid
InnrJ is hereinn[lcr referred to as the "Parking Land" and the Parking Lnnd and
Pnrking Ruulp fll'l~ hereinnfter collectively referred to ns the "parking properly"),
together wilh nn O[\cn pedestrian walkway (the "Pedestrian Walkway") eonneeting
said Parking Rnmp to the I1djncent improvements to be conslructed by
I\edeveloper, upon the land (leseribed in Exhibit B attached hereto and mild" n pllrt
hereof (snid Inml is hereinafter referred to as the "Wall(way Land" and the II'nlkway
Lund and pcdcslrinn Walkway uI'e hereinafter collectively referred lo as the
"Wnlkwny Properly").
Also pllrsunnt to said RecJevelopment Cont'raet the RecJeveloper has ([greed
to build upon certain lands odjacent to the slle of the Purking Prop"rty and
Walkway rrol)crty certain improvements, designated therein as the "Minimum
Improvelncnls,"
The pllrties have further agreed pursuant to said H,edevelop"lelll C:olllrllcl
thot the AgcllCY nnd the Redeveloper slH,1l agree upon the terms of a mnlwgelllent
ngreement, to be entered into between the parties upon completion of construclion
of said parldn\{ Ramp und Pedestrian Wulkway,
In order to offer adequate parking space for the tenants, busilw:;s ill,..ilees,
licensees, ngenls, employees, guests, or other persons lawfully hnvinr, uccess tn the
office blJilding which is u part of the Minimum Improvements ns defined inlhc
1
tteJevelOI'IIlent Contract, it is necessary for the Agency to provide for the
construction of the Parking Ramp and Pedestrian Walkway, to provide for the
manogemenl of lhe Porking Ramp, and to provide fOl' the lease of the Pelle~;trian
Walkway to the rtedeveloper,
The Agency und the Redeveloper are desirous that the Pedestrian Wolkway
to be conslruded by the Agency as an opell pla7.a orea, and the Parking H/l/llp, /lnt!
any other clement, of the Parking Property and Walkway Properly shnll be
opera led nnJ maintained in a fashion satisfactory to both parties,
Eneh of tile parties has authority to enter Into this Mllnagemcnt Ap,Tcelnent
for Pfirking l'acilities find Lease of the Plllza Properly and hilS taken all Ilctions
necessary to fiuthorize its execution and delivery.
2
/"J
PAlnl
LEi\SE OF TilE PLAZA PltOPERTY
Sc(~tion 1.01. Dcmise o[ Wa1\<wa~~Y' Thc Agency agrees to IInd
hereby does leos", to Hedeveloper, ond Hedeveloper agrees to and hereby does take
and accept fr(J1ll the Agency, the Walkway Properly situated in the County of
Anoka, State of Minnesota, all as more fuUy described in Exhibit B attached hereto
oml made a pnrt hereof, together with all buildings, struelures nnd ollwr
improvements now or hereafter constructed, erected and mude thereon or
thereunder which constitute the Pedestrian WlIlkvlOY, upon and subject to the
terms, covenlllltS IIncl cOllditions herein expressed, nnd sllbJecl to the easements,
encumbrllnees, rip;hts and other matters, if any, whicll ore set forth in Exhil!It fJ
hereto.
M1.TICI,E I
Demise of Wall<wn..Y Property
AHTICLE II
Term and Rental
Seclion 2.01. I~' To have and to hold the Walkway Property unto the
Redeveloper, [or un initial term (the "Term") of ninety-nine (99) Leosehold Yenrs
beginning on the 1st dllY of December, 1982, and continuing from such dnle of
beginning through the 30th day of November, 2081. Leasehold Year menns a period
o[ twelve (12) consecutive months beginning on the date of conllnencement o[ the
Term or beginning on ony anniversflry thereof.
Section 2,07" Ilental Pa~~!i.' The Redeveloper sholl puy to thn /\[(CI"'" l1S
rent for thn usc and OCcUpflncy of the Wa.lkway Property thc SUI1l of One DoJ\nr
($1..00) pel' Lcnseholcl Ycar, pnYflble in advance, on or before the 1st tiny of ench
and every Lensehold Year of the Term, commencing on the [irst \lny of the Term
hereof, and, thcreafter, on each anniversary of said date.
Sectiol1 2.03. ~le..!.~l~'yeloE~' 1;[, during tI.'e term o[ tllis l\g"<:"lll,,nt,
the Agency I:' de,;IroUs or sellIng Its ownerslllP \,nterestln ~he Wfl\l<wny Property, or
ony portion thereof, whether or not upon prescrtbed conditions, otld the Agency COI1
Inwfully sell the snll1e, the Agency shull notify the lledevel?pcr h~ writing o[ Its
interest in sl\(:h 1I sale. The Redeveloper moy elect to negotlatc WIth thc Agel1cy
for the plll'c\lf1se of the Walkway Property by delivering wri~ten notice to the
^gency of slIch election within thirty (30) days after receipt of the ohove-
referenced vlritten notice frofl1 the Agency, in which event the Redcvl:lO[1N nl1rl
Agency ar,ree to negotiate the termS thereof in good faith with f\ view to
consllllln1a!inp; 0 sl11e, if reasonably possible. This Section 2.03 shaJ\ not npply to 11
conveyal1\:e of thc Woll<wllY Property to thc City of Columbia Heights, Minnesota
(the "City) 01' ns:;i\;llll1ellt of this Agrecmcnt frolll the Agcncy to the City.
Section 2.0~. !,irst__~~fusal Rlghts. Before thc ^gency trlll1sf'.'r,' the title to
all or nl1Y pnrt of thc Walkwuy Property to a third PElrly, it shnll, in writing to the
3
/'
/"'HcuevelopN, "ffer to trnnsfer all or such port thereof to the Rede'/el"l",r fin Il1e
some terms under whicJl the W[llkway Property or such pnrt thereof Vlould he
transferred to sUI:1i third porty. If, within sixty (60) doys [If tel' the Hedeveloper
receives sucli offet' in writing, it notifies the Agency of its desire to purchnse the
Wnlkwny rr"i',:rty or such pnrl thereof on such termS, then the Agency shnll sell to
the [(edeveloper the Wnlkwny Property or such part tliereof and shnll convey tille
thereto to 1I", Hedevr.'loper, oIl on snch terms. If the Redeveloper doc'; not notify
the Agp.ney williin sni,) sixty (GO) dnys thllt it desires to purchnse pUI";llnnt liNdo,
the Ageney 1I111Y s',ll lo such third pnrty on the terms offered to the Hedl!vc\o\'cr,
hut if any clinnge is mllde in sueh terms the Wotkway Property or such pnrt thereof
as would be trnnsferrcd sholl again be offered to the [(edeveloper for tlie period
nnd in the It\nnnCl' herein stated and on stich changed terms. If the eonsiderntion
which the Agcncy is prepared to occept for the transfer of title to the Wnl\(wny
Property or sncli [Jnrl thereof to [I third pllrty is of 11 11l\ture thnt the Redevr'!oper
genernIly could not be expected to duplicate it, then thot consideration will be
converted into a ensh equivolent nnd the Redeveloper will be given the op[Jortunity
to purchllse the WlllkwllY Property or such part thereof, bns"d on tlwt c:nsh
equivalent. This riITht of first refusal shill! not npply to any transfers bdl'leeu the
Agency IltHI the Hedeveloper or the Agency and the city, but sholl ol'ply to
trnnsfers by the Agency to any other party or parties. This right of first r"fusnl
shl1ll be bill,lln(( u[Jon all Sllceessors alld assigns of the Agency, and slloll contil"l0- in
force os to 01\ such successors and assigns, even thollgh it is not exerc:isnble or
exercised liS lo Ilny Olle or more transfers. Anything herein to the contrary
l1otwithstnndiltf(, no su('h offer to transfer need be mode by the A((eIH'Y to tbe
Hedeveloper while I1n Event of Defllult by Redeveloper exist,; 1111<ln this
Ap;reelt1ellt. Any pl1rt (or nil) of the Walkwn'{ Propedy tr[lnsferred to n third pnrty
nfter offerillg the snmc to the Itedeveloper pursuant hereto shnll yet lw sllbjr,,:t to
this Agreell1ellt. This Section 2.01 shall not apply. to a conveyance of the WnllovllY
Propet.ty to tlie City or assignmellt of this Agreement from the Agency lo lIw City.
Section :1.0t. Genero!. During the Term, the Redeveloper 5111111 liSP nn<l
mointllin the Wolkwoy Property in the mllnner flnd only for tbe purpos(~S OS prDvided
in this Agreement, The Redeveloper shnll ot all times allow the free usc ond
enjoyment of the pedestrinn Wo\\(\~IlY by the general public Bnd shnll I~"t rco.tr.\ct
the public n<:ce~;s thereto, subject to such re[lsonable rules and regulntlons ao. the
Redevelop0.\' 0.11011 estllblish for such acceSS, use nnd enjoyment. The Retleveloper
sholl, at its sole cost [Ind eX[Jense, keep the Pedestrlnn WIl\\(wa~ nren free from
trllsh and debris Ilnd remove 011 iee and snoW from the Pel1estrtnn Wllll(I'IflY And
shnll keep IIlld rnnilltnin trees and other lllndsenpe vcgetnlion thereon trilTllned,
wntered, nlld ill good 1l[J[Jenrance Bnd condition.
ARTICLE III
Use or Walkway Property
Sectioll 3.02. AdvertisingL Si~. The Redeveloper shllll not plllcr. or p"rn1it
to be placed or mnirililTned nllY sign, pinenrd, lettering or ndvertisinf( nllltter of a
eomlnercil1\ nAture upon or in any buildinv" structure, or other [JortifJ'ns of the
\\'olkwny Property except os shllll have been first n[Jpt'oved ill writinf( IIY the
Agency, except 11ll1t the Redeveloper may sign the Walkway Property in such
manner os it determines necessary or desirable for efficient operlltlon [Ind
maintenallce thereof.
4.
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/ Seclion 3.03. Compliance with LawS. Subject to the provISions of S(~dion
/ 3.0~ hereof, the Hedeveloper, during the term of thIs Agreement, shall promptly
comply with all laws, ordinances, orders, rules, regulations and requirements of all
federal, slate and local governmental authorities, boards, and commissions and
departments thereof (nll being herein together called the "Laws"), whkh arc
applicable to the maintenance, operation, use and occupancy of the Walkway
Properly.
Section 3.IH. Right to Contest Laws. (a) Notwithstanding any pl'ovisions of
this Agreement to the contrary, including, without limitation, Section 3.03 hereof,
the Redeveloper shall have the right to contest by appropriate legal procr.edings
the validity or application to the Redeveloper or the Walkway Properly, of any
Laws of the nature referred to in Section 3.03 hereof passed, adopted, enforcer! or
promulgated by any authority other than City, or by any board, COllllrti,;"i()11 or
department other than those of CitYi provided: (i) the Redeveloper sl101\ IIse its
best efforts to notify the City in writing not less than ten (10) calendar days bofore
Initiating S\lch proceedings and give full details as to the tribunal in whic!1 the
Pl'oceedings ore to be filcd, the provision or requirement to be contes,te,1 and tile
nature of the contest; (ii) the legal proceedings shall be conducted without cod or
expense to the City or the !\gencYi (iii) compliance with the Law or Laws to be
contested will be legally held in abeyance during the proceedings, and/or thc City
and the Agency will not be subjected, during the proceedings, to any civillillbility,
or the risk of any criminal lil\bility whatsoever, for the fl\ilme to comply
therewith, l\ncl no lien or charge of any kind shall be incmred against the Walkway
Properly or any interest of the City and/or the Agency or the Redeveloper therein
during the proceedings; (iv) the proceedihgs shall be prosecuted with 'nll due
diligence; nnd (v) upon final judgment in or settlement of the proccedings, the
Redeveloper will comply with such Law or Laws so contested to the exlent
required by the final judgment or settlement, and wiLl pay any lien or charge
l\gainst the Walkway Property or any interest of the City and/or the ^rrcncy of the
Redeveloper the('cin, nnd will payor perform any civil liability l\gninst the City
and/or the Agency or the Redevelopel' 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 natl1l'e referred to \n Section 3.03 hereof, whkh may
hereafter be ndopted, passed, enforced or promulgated by the City, or any of its
boards, commissioners or departments which conflict with, or nullify in whole or in
pnrt, any provision of this Agreement, or which w\l1 impose an additional burden or
addi liona \ liabili ty on the Redeveloper.
(c) The Redeveloper shl\ll not be in default under this t\greclJlcJlt for
noncompliflJlcc with anyone or more Laws while the Redeveloper is contesting such
LnwS pursunnt to this Section 3.01.
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Seelio;) ,1.0 l. Mainlenance. During the Term, Redeveloper nSSUllleS tbe fnll
nnd sole respnnsihility for tbe condition, repnir nnd mninlenunce of tbe Wnlkwny
Property, wbetber structmal or nonstructurnl, ordinnry or extraoruinury, flnu
whetber foreseen or unforeseen.
ARTlCLE IV
Maintenance and Repair
Section ~.02. P.g>airs "nu Repllleements. (n) During the Term, Redeveloper
shall be responsible lor nll necessary repairs and replacements to thp. Walkway
Property, inelllding the structural elements thereof; snbJect, however, to the
provisions of Sections ,\.05 and 1.06 hereof. All repairs and replncel11cnts shnll be nt
least equal in qunlity to the original and perfol'med in a workmanlike manner.
(b) Upon receipt of notice from the Agency tbnt it reasonnbly deems
repairs or replacements to the Walkwny Properly are necessary to fulfill the
obligations of Redeveloper under this Agreement, and specifying in detail the kind
of, extent of und ti1l1ing of such repairs or replacements, the Redevelo~er ngrees
(if SLlch rp.pnlrs or replacements are the obligation of Iledeveloper Linder this
Agreement), that it will, subject to Unavoidable Delays, caUse tbe SIlI11C to be
accomplished within the tirne periods set forth in snid notice, IInless rtcdev,do[J\21',
witbin fiftep.n (15) clllYs after receipt by It of such notice gives written notice to
the Agency thaI Redeveloper objects to the need for, extent of 01' till1lng of the
re\?nirs or replneements set forth in the notice from lhe Agency. H Redeveloper so
ohJects, and If lhe Agency and Redeveloper cannot agree 011 the need for, extcnt of
or timing of OilY struelural repairs or replacements, then Redeveloper alld Agency
shall each sclect a professional engineer registered and licensed in M inne'ot/l, nnd
the two engincp.rs shall select a third engineer registered and licensed in Minncsota
/llld such third engineer shall determine lhe need, it any, for such repairs or
replacements; and the extent and timing thereof, and Redeveloper nnd lIw Agency
shall be bound by 1I1C report 01 ,,\;,~ c",;:;~::~, ~..,l r> ",lo'!01"nrr shall nccoml'lish
such repail" ond replacement if decl.ded by said engineer to bc necessnry, Ilnd to the
extent nnd within the time period or periods determined by said engineer, subject,
however, to Unnvoidahle Delaysj provided, Redeveloper shall have no obligHtions to
make any such repairs o~ replacements which, by such repor t, are to be done
subsequent to expiration' of the Term. The Redeveloper shall poy the cost of
obtnlning sl",h report from such engineer. This Section 4.02(b) shall not apply to
repairs or replacements required to be done by lhe Agency pllrsuant to Sections
1.05 or 1.05 of this Purt 1 of this Agreement. Unavoidable Delays rnenns (1"lnys
Which are the direct result of eastJnllies, war, civil comlOotion, ernbnrgo, strikes,
litigation nnd nll other e!.luses or events which are beyond the reason[lblc control of
the Redeveloper or the Agency.
(c) The Agency shall have no responsibility for repairs or rcplacelncnts
except as specifically herein provided. Nor shaLl lhe Agency have any oblig/ltion
hereunder to inspect Ule Walkway Properly to determine the necessity of repnirs or
replacemcnts.
Section 1.03. Alterations. (a) NOJlstructural Alterations. Tile 11.ede'lclopcr
shall have the right to do nonslruclural remodeling of the Pedestrian Walkway, Ilnd
to make nonstructural substitutlons, additions, modifications, deletions and
improvements to the Walkway Property, from lime to time as It, in its discretion,
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~llay deelll to be necessary 0(' 'desirable, provided, however, that the w;'" nnd
/ ;,urposes of the Walkway Property shall not be chnnged. The costs of such
remodelillg,substitutions, additions, modifications and improvements shnll be paiu
by Redeveloper, and such substitutions, additions and improvements shnl! be
included under thc terms of this Agreement os part of the Wolkwny Prop(~rty and
sholl become the propcrly of the Agency, but as between the Agellcy nlld the
Rcdevelop,'r, the Redeveloper shnll retnlll /Ill /lvailflble tllX credits, ,JP.dndiOllls nlld
benefits thcr~or.
(b) st.':uc~~r!l-~eratiolls. The Redeveloper sholl not m11ke or dO) nny
strueturnl relllOdelin[( or mnke any structural alterations, modirkntiono, or
additions in or to the IVnlkway Property without the prior written npproval of the
Agency and then only in accordance wilh such technical specifications, pradices
and other conditions as may be reasonably required by the City Ellgineer. All
structural alterations, modifications 0(' additions in and to the Walkway Properly
shal1 be deemed a part of the Walkway Property and become the properly or the
Agency, ill the absellee of agreement 'to the contrary or unless the Agency sholl
re'1IJire, at the time of granting its approval, that Redeveloper shall remove the
Same at the end of the Lellsehold Term and restore the Leased Premises to its prior
originally existing condition. In Hny event, as between Agency and I',edevcloper,
Redeveloper shall retnin all avoiiable tax credits, deductions and benefits thereof.
Section 4.0'1. Damage by Redeveloper. The Itedeveloper, sul,jed 'to
Unavoidable l1elFtys, shall repair promptly any damage to the Walkwny Property
caused by the negligence or intentional acl of its employees or agents aelinl: within
the scope of their employment 01' performllnee of their duties on b,.~I1/llr of the
RedeveloPN.
Section 4,1l:,. Repairs and neplacements Done b~ Agency. If the Agcncy is
legally required to rii8.l<e or do any repairs or rePlncements to the Walkway
Property whkh the Redeveloper is obHgated, by this Agreement, to mnke 0" do,
then the ltedeveloper agrees that the Agency may make or do suell reprtirs or
replacements, If repai,' or replacement is done or caused to be done by Ag"ncy
pursuant h"reto, (i) it shall be at least equal in quality to the originn\ nnd ,,111111 be
done in il workmanlike manner, (ii) the Redeveloper shall have the rightlo npprove
the plans and specifications for the work before approval thereof by Agency, to
inspect nnd /lpprove the work before acceptnnce by Agency, to insped nnd npprove
the work when completed before final acceptance by Agency, and to npprove work
schedules to avoid unnecessary interference with the opcrations of the Wnlkwny
Property and Minimum Improvements, (iii) the Redeveloper shnll provide. the
Agency with monies sufficient to pay the reasonable cost of such repair or
replacement, nnd (iv) the Agency shall cause such repair /lndlor replacen\ent to be
promptly donc, :;nbjed to Unavoidable DelayS. If tile Agency is ready and willing to
approve and accept any part of tile work, or to give its final acccptllnce of the
work, but the Hedeveloper withholds its Il.pprovlll Ilnd acceptance, then the A[;ency
agrees not to give its approval Hnd acceplance until the Redeveloper Illso f\rr,rees to
give ils Ilppf'oval flnd acceptance. The Redeveloper agrees to hold the Agency
harmless from any Joss, cost, damage or expense, including mechanics' licns, nrising
out of the withholding by the Agency of its npproval and acceptnllcc dll'~ to the
nedcvelnper',; withholding of its approval and acceptance.
7
/' /' Sed ion 4.06. Da1T1age iJ. Agencx. The Agency, subject to Unnvoi'.\flbl"
Delays, at its own expense shall: (aJrepair, 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 City utilities or to the public streets; nnd (b) repair
or replnee !lilY pllrt of the Walkway Property damaged by the Ilegligence or
intentionn! net of its officers, employees, agents or eontr!lctors !letinr; within the
scope of their employment or performance of their duties on behalf of the Agency.
Agency sll911 nse its best efforts to ensure that repairs, replnccmpnts nnd
restoralion (lone by Agency pmSll[\nt to this seetion, will be done with ,hie diliv."nce
and in such mnnner ns to cause as little interference as possible with the operation
of the Wnlkwny Property ond Minimum Improvements.
ARTICLE V
Tuxes and U till ties
Section 5.01. Payment of Utilities. The Redeveloper shull pay, 'or cnuse to
be paid, pl'onlpUy before th,e same shall become delinquent, all ch9l'f{CS for f(flS,
water, sten"" eleetl'icity, light, hent, air conditioning, power, telephone or oU",r
service or utility used, rendered or supplied upon, or in connection with, the
Walkway Properly during the Term and will save the Agency harmlcss ngninst any
liability or expensc for ariy such chnrge.
Scction 5.02. Taxes find Assessments. It is specificnlly undel'slood und
agreed tl1l1t rent estate taxes or ad valorem taxes will be assessed, levied and
imposed against the Walkway Property during the Term.
Thc I~edcveloper agrees to PflY, before the same become delinqucnt IInd
before any penIllty, interest or costs may be added thereto for the nonpayment
thereof, 0\\ renl eslate or ad valorem taxes assessed or levied upon the Wolkwny
Property, or tiny part thereof, during the Term, and which, if not poid within the
Term, would be considered delinquent within the Term.
Thc Redeveloper ogrees to comply with the prOVISions reIn tint; to real
property tnxes contained In the Redevelopment Contract with the Agency nnrl the
provisions of any Assessment Agreement entered into by the Redeveloper wi th the
City Assessor or other governmental or assessing authority.
The Redeveloper shall pay, before they become delinquent, a\\ instn\\ments
of special ossessments and any other governmental churges, generul or special,
which may be ossessed, levied or imposed upon or with respect [0 the Walkway
Properly or l1.edeveloper's interest therein, during the Term, and which, if not puid
within lire Term, would be considered delinquent within the Term.
The [ledeveloper agrees to furnish the Agency within ten (10) dnys lifter
written request therefor, satisfactory evidence of proof of payment of any tax,
ossessl1lenl or chOr[{e to be poid by the Redeveloj)er hereunder, 'unless the sn me is
being contested pursuont to this Agreement.
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.I Section 5.03. Contests. s\ibject to the limitations set forth in thr.
/ Redevelopment contractandnny Assessment Agreement between the Redevelopl~r
, and the City Assessor or other governmental 01' assessing authority, the
Redeveloper InllY contest, in good faith and with due diligence, re[l! estnte taxes,
special assessmcnts, utility charges and other goverumental chargcs after first
notifying the Agency in writing of its intention to do so and furnishing thc A~ency
a bond or Oll,.". sccmity reasonnb1y sntisfaclory to the Agency to protr.d the
Agency agninsl Ilny risk, claim or damages arising out of such contest, WIles:; the
Agency shall retlsonably determine that by such contest, amI notwithsttlncling stich
sec\ll'ity, the interest of the Agency, as owner, in the Walkway Propcrty will be
mnterially endnngered or materia.lly auversely affected.
The Rcdeveloper shall not be in default under this
nonpayment of any tax, assessment or charge herell11der while
bAing conteste,l by the Redeveloper pursuant to this Agreement.
Agrecment for
such paymcnt is
MlTICLE V1
Insurance
Section G.O 1. Insurance. The Redeveloper, at its sole expense, shall kccp the
Walkway Properly Insured against direct damage covering all risk of loss, ineludiilg
but nol limited to fire, extended damage perils, vandalism and malicious mischi,~[,
and collnpse, nn n rcplacement cost basis in an amount equivalent to the full
insurable value thereof. FulllnsurIlble value Sllllll include the ae(ual repll\cemcllt
cost of the impt'ovcments, architectural and engineering fees, without deduction
[01' dept"eciatioll. The policy shall be subject to a no co-insurance clllu"e and shall
contain no deduction provision.
The Agency Ilfld the Redeveloper shall be named as insured parlies as their
interest may nppear, aml the policy shall provide thaI it mny not be cnncclcd
willlOut at lenst thirty (30) days prior notice to the Agency and the Redcvelopcr.
Section 6.U2. InsUl'ance Proceeds; Restoration. (a) If any pnrl o[ the
Walkway Propcrly is damaged or destroyed by fire or any other insUl'ed cnsllnlly,
the entire procccds of a.ll insurance which are payable by reason of such dnmnge or
destruction shall be used to restore, as prolnptly as possible, the Walkway Properly
to as near the condition which existed immediately be [ore such dnll1nge or
dcstruction us is reasonnb1y possible.
(b) If the Walkway Property is to be restored pursuant to paragraph (a)
above, the Redeveloper shaH promptly proceed to repair and restore the same. to
sllbstantially the sl\me condition as existed before such casualty .and shall receIve
the insurancc proceeds [or such purpOSe and shall pay all costs Incurred therefor
from the inslII"l!nce proceeds. Any repairs or replacements undertaken pursuant to
this Section G.02 shail be at least equal in quality to the original and shllll be done
in 11 workmnnlike Innnner. The Redeveloper sha\1 be entitled to retain all insurnnce
proceeds pnid nS B rcsult of such casunlty In excesS of the cost to rcpnir and
rcstore. Neithcr llle Agency nor the Redeveloper sl1a\l be obligated to provide any
funds or expctld uny monies from nny source [or the purposc of .sllch rcsturation nild
repnir, except a\T10'lnts received and available for such purpose [rom Insurance
procceds.
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, (c) If the insurance pr.oceeds paid as a result of such casualty cKeccd thc
sum of $5,000.00, the full amount thereof shall be held by an escrow ngcnt
mutually satisfactory to the Agency and tile Redeveloper and shall bc disbursed in
connection wilh repair and restoration in a manner reasonably agreed upon by the
. Agency and the Redeveloper sui table to insure that the funds will be used for such
purposes ond 1111lt proper and full payment is made therefor.
Section 6.03. Liability Insurance. The Redeveloper shall procnre nnd
mointnin continuously meHect, during the tcrm of this Agrcemcnt, policir~' of
insurance of the kind and minimum amount os follows: Comprchcnsive f~cllcrol
liability insuronce in omounts of not less than (0) $300,000 for injury to or del1th of
anyone person; (b) $1,000,000 for injurIes or deaths arising in anyone oceurrcncej
and (c) $1,000,000 for property damage in anyone occurrencej occurring on the
Walkway Property or arising out of the use thereof, but the policies also may hove
annuol nggregl1te limits of not less than $1,000,000. The Agency shall be an insured
porty ond the policy shall provide that the policy may not be cancelled without ot
least thirty (30) doys prior notice to the Agency and the Redeveloper.
Section G.O~. General Ilequirem~nts. All Insuronce required un<lcl' this
Article sholl be ploced and maintained with responsible insurance companies
licensed to do business in the State of Minnesota. Tile Redeveloper sholl furnish
the Agency with a certificate or certificates of insurance evidencing the coveroges
required and that such insurance is in force and effect. The insurance required
may be provided by 0 blanket insurance policy or policies. Each policy of insurnncc
shall contain 0 provision that no act or omission of the Agency or the Redevcloper
shall effect or limit the obligation of insurer to pay the amount of o'ny loss
sustained ond sholl contain the standard form of waiver of subrogotion by the
insurer. The 11.edeveloper and the Agency each hereby waives any and all rights of
recovery agoinst the other,. and against the officers and employees of the other, for
loss or damoge to the Wulkway Property, to the extent of uny insurance procceds
reolized as a rcsult of such loss or domage.
ARTICLE VlI
Eminent Domain
Section 7.01. Total Taking. If, during the term of thIs Agrecmellt, the
entire Walkwoy Property shall be acquired and taken as 0 result of the excrci,:c of
the power of eminent domain, or if less than the entire Walkwoy Propel'ly shall be
acquired and taken but, \n the reasonable judgment of the Iledeveloper, the
remainder thereof is no longer useful for its intended purposes or the Pedestrian
Walkway cannot be rebuilt and used in 0 practical way for the purposes for which
the same was originally eonstrueted, then, without the ful'lher act 01' decd of ony
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 0
material portion thereof. If this Agreement is so terminated, the condemnation
award shall be divided between the Redeveloper and the Agency os follows:
(a) The Agency shall first receive, as its properly, a slim equal to (I) the
price paid by the Agency for the purchase of the propel'ly on which the Pedestrian
Wolkway is located, plus (ii) the direct cost paid by the Agency to suppliers of
material, equi[lmcnt and labor for actual eonstruction of the Pedestrian Walkwny.
10
(b) Tlie balance of the award, if any, shall belong to and be pnit! to tlie
,/ neueveloper w; its pro\.'erty.
Section 7.02. parlinl Taking. If, during the term of this Agreelncnt, lc"s
than the entire Walkway Property shall be acquired and token as a result of the
exercise of tlie power of eminent domain, and, in the reasonabte Judgment of the
Redeveloper, the remainder thereof con be used for its intended purpose and the
pedestrian Walkway can be rebuilt and used in a praeticat way for the purposes for
wl1ieh the Pedestrian Walkway was originully constructed, then the entire proceeds
of the eminent domain proceedings sholl be made availuble to restore the
Pedestrian Wn\kway to as near the condition which existed Immedilltely prior to
the taking as reasonably possible in the same manner as provided in paragmphs (1))
and (c) of Section 6.02 hereof with regard to restoration and repair as 0. result of a
casually. 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 t6 and be paid to the Redeveloper as its
proper t y.
Section 7.03. Other Damages. The Iledeveloper and the Agency 511011 eo,'11
have the right to prove and collect as their own property, damages other thon for
the Pedestrian Wnlkway, such as, but without limitation, loss of busincss,
relocation or business and personal property and appraisal fees. The Redeveloper
also shall be entitled to prove and colleel as its own properly, 011 se'/crow:e
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 eo(~h
have the right, at their sole cost and expense, to participate by counsel of its Ol'ln
choice in any proceeding regarding the taking by exercise of the power or eminent
domain of all or nny part of the Walkway Property.
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P AltT 11
MANAGEMENT PROVISIONS
ARTIcr,E 1
Construction and Use of Parking- Ra~I1E
Section 1.0!. Construction of Parking Ra~. The Agency agrce:> to
construct the Parking Ralnp on the Parking Land. The Parking Ramp shall \1"
constructed and available for use by the Redeveloper and the tenants of the
Minimum Irnprovements on or before substantial completion and parlllll InlUnl
occupancy of the Minimum Improvements.
Section 1.02. .l:l~e . of Parking ltamtJ. If the Redeveloper completes
construction of the Minimum Improvements and receives a Certificate of
Completion (IlS defined in the Redevelopment Contract) from the Agency and if the
Redeveloper is in compliance with Section 1.03 of parl 11 hereof, then the Agency
agrees to the following:
(a) In order to provide for the most efficient use of the Parkillg ltnlnp 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 regul!ltions, be reserved solely for the use of th()s~
members of the general public who are tenants, business invitees, licensecs,'!lgents,
employees, or guests of the Minimum Improvements. The term "13usi1\es~; n(lY"
means (lny Mondny, Tuesdny, Wednesday, Thursday or Frid!lY o[ any week if such
d!l~ is not a stllte or federal legal holiday. If at any time subsequent to the dnte of
thiS Agreement the Agency and the Redeveloper mutually determine and ogree
tho.t 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 Seclion,
then t\le Agency and the Redeveloper may establish by mutuul agreement the
termS ano conditions for permitting use of a portion of the Parking Rnmp by nll
rnembers of tlie general public between the hours of 6:00 !l.rn. and 6:00 p.lll. on
Business Doys.
(b) The Agency shall promulgate reasonable rules and regulations IIno
deterrnine any schedule of parking fees and charges; for the use of tlie l'nrking
Ramp by n\1mernbers of the general public on any Saturday, Sundny, ony st!lte ond
Federal hotidny and between the hours of 6:00 p.m. and 6:00 a.rn. on any business
doy. Provided, however, that ten!lnts of the Minimum Improvements and their
employees shnll be allowed to p!lrk without charge during any sllch dny or time except
when the Pllrldng Ramp is closed entirely.
(c) Any schedule of parking fees nnd charges to be imposec\upon userS of
the Parking Rllmp at those periods of tirne described in subsection (!l) of this
Section 1.02 by either Agency or Redeveloper shall be estnblished only liS
hereinnfter provided. No p!lrking fees or charges o[ nny kind or n!ltUl'e moy be
imposed pursUflnt to tliis subsection unless Agency first determines thot porking
fees nnd cho.rg~s are necesS!lry, and obto.ins the written approvnl of Itedevcloper
for such fees o.nd charges. The AgencY mo.y epply for such npproval by delivering
12
,'(0 the Redeveloper in wrillng an application to appty a schedule of fees nnd
/
/ charges pursllnnt to this Section. The e,ppllcatlon shall be accomp!1nled by the
proposed sche<.lule of fees and eharges. The Agency shall provide such additional
inforrnntlon n!; the Hedeveloper shall reasonably request with respect to such
applicatiorL tlotwlthstandlng the provisions of Section 2.06 of Part !II of this
Agreement, ftedeveloper's approval of the application of the Agency shnll be within
the absolute discretion of the Redeveloper.
Section 2.0}. MnintelHlncsllepalrs or Replacements Done by Red(~velopcr.
(al During lilt! terln oTthis p[lrt 1I at this Agreement, Hedeveloper assumes'llle (ili1
and sole resplfl\sibility for all repair and replacement of \lie structlJrnl clements of
tbe pnrking Hnmp iI\clnding the foundation, walls, parking deckS nnd roof 1IIN,,!of
nnd of the plumbing, elevators, lighting and heating systems contained thercin,
whcther forcseen or unforeseen. All such repairs and replacements sbnll be at
least equnl in qllllli ty to the originn1 and performed in e, workmanlike mllnner.
Rc(leveloper's obligations shall in no way diminish the Agency's responsihility under
Sedion 2.03 below,
AIlTlCLE II
Maintenance and Repair
(b) Upon receipt of notice from the Agency that it re,,~;on[\l>ly doems
such repairs or rcplacements described in subsection (a) of this Section 2.01 Ilre
necessllry to fulfill the obligations of Redeveloper under this Agreement, and
specifying in detail the kind of, extent of and timing of such repnirs or
replacements, the Rcdeveloper shall, subject to Unavoidable Delnys, caliS'.' thc
same to be nccomplished within the time periods set forth in suid n'Jlk,:, unless
nedeveloper, 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
liming of sueh repnlt's or replllcements set forth in the notice from the Agency, If
Iledeveloper so objects, Ilnd if the Agency and Redeveloper cllnnot agree on the
need for, extent of or timing of any such repairs or replacements then Redevelopcr
and Agency shllll cllch select a professional engineer registered 1l11<1 IIccns,-,,\ in
Minnesoto, and the two engineers logether shall select a third professionllt enginccr
registered Ilncllicensed in Minnesota, and such third engineer shoH determine \I\C
need, If any, for such repairs or replacements and the extent and timll\g thereof,
and nedevc\oIJer lInd the Agency shall be bound by the report of said enginccr, Ilnd
Redeveloper shall accomplish such repair or replacement if decidcd by said
engineer to be necessnry, to the extent and wi thin the tl me pcriod or periods
determined hy said engineer, subjed, however, to Unavoidllble Delays, os such
delays are defined In Section 4.02 of Part 1 of this Agreementj provided,
Redeveloper shllll hnve no obligation to perform any such repairs or replaccments
which, by such report, are to be done subsequent to expiration of the Teru1- The
Redeveloper shall pay the cost of obtaining such report from stich engincer.
(c) Thc Agency shull have no responsibility for such rcpnirs or
reIJ\acelll(~nt!; as nre described in subsection (n) of this Section 2.01.
Section 2.0?. pamag,EO_J0' Redeveloper. The nedevelopcr, slIbjPct 1.0
UJ\/lvoidnl>lc Delnys, shall repair promptly any dail1f\ge 10 the FlIrklng nomp cntl~;cd
by the negligence or Intentional act of Its emIJloyees or agents acting will\in the
scope of their employment or performance of their duties on behalf of the
Redevelol",r.
13
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/
/'
seclion 2,03, Maintenance, Re~rs and ReplacemenLs Done by Af~ICY,'
(a) During the term of this Part II of this Agreement the Agency a.';sumes
the full and sole responsibility Cor the operutlon und for the condition, repHlr Hnd
maintenance of the Parking Ramp, Including without limitation, maintenance of
pavement a1l1rlcings, bumper gUflrds and wheel blocks; maintenance of gates ar"t
barricades; maintenance of the premises in a clean, presentable condition; rellloval
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 healing, maintenance oC all directlonoJ and InCormatlonn\ signs locnted
within or on the exterior oC the Parking Ramp. Repairs and replacements
undertaken hereunder by the Agency shall be at least equal In quolity to the
original and sholl be done in 0. workmanlike manner, and shall be promptly
undertaken by tlJe Agency, subject to Unavoidable Delays, as such delays are
described In Section 4.02(b) oC Part I of this Agreement. The Parking Ramp shall
be maintained diligently and in such a manner as to prevent unaeeessary
deterioration of the Parking Ramp.
(b) Upon recei[lt of notice from the Redeveloper that it reasonably
determines that the Agency is not [lroperly maintoJning the Parking Ramp in such a
manlier as to prevent unnecessary deterioration thereof, which notice shall set
forth specific actions that Redeveloper reasonably bell eves necessnry for the
proper maintenance of the Parking Ramp, the Agency agrees that It will mnlntain
the Parking llllm[l or cnllse it to be maintained In a manner reasonably acceptnlJle
to the Redeveloper. IC, after receipt oC 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
!lamp, then the Agency shall be liable to the !ledeveloper for the costs of repairing
such unnecessnry deterioration.
Section 2.04. ~ment b)' Redeveloper.
(a) The Agency Intends to subcontract its res[lonsibility hereunder for
the operation and maintenance of the Parking Ramp. Subject to subsection (b),
below, and subject to the requirements of any applicable public binding statlltes,
the Agency ngrees to nward such subcontract to 0. party mutually agreed lI[lon 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 pursunnt to
such subcontract.
(b) Agency shall hav~ the right to operate and malntnln the Porklng
Ramp Itself. In such event Agency shull use Its best efforLs to operate and
maintain the Parking Ramp In a manner so that the costs thereof wl1l not be
materially higher than the similar costs then being Incurred by the owners or
operators oC private purking (acilitles simllnr In Mture to the Parking Rnmp.
Redeveloper shall pay all cosLs Incurred by the Agency [or the operation and
maintennnce of the Parking Hamp as such costs become due, except to the extent
that such cosL~ are unreasonably higher than similar costs then being incurred by
owners or operators of private, [larking facilities similar in nHturc to the Pnrldng
Ram[l.
14
,
Section 3.01. lnsurnn~~. The Agency shall keep the Parking Ramp insured
ogainst direct damage covering all rlsk of loss, lnclucllng but not lImitcd to !ire,
extended darnnge perils, vandalism and maliclous mischief, and collapse, on a
replacement cost basis In IlJ1 amount equivalent to the [ull Insurable VR!ue thcrcof.
Full Insurable value shall Include the actual replacement cost of the Irnprovernenls,
archItectural and engineering fees, without deduction for dcpreciation. The policy
shall be subject to a no co-insurance clause and sholl contain no deduction
provision.
ARTiCLE \lI
Insurance
,
The Agency and the Redeveloper shall be named as insured parties as their
interest may oppear, and the policy sholl provide that It maY not be cnncelled
without at leasl thirty (30) days prior notice to the Agency and the Redcveloper.
section 3.02. Insurance proceeds; Restoratio!.'.. (a) If any part of the
Parking Ramp is damaged or destroyed by -nre or, any other insured cnsualty, the
entire proceeds o[ all insurance which are payable by reason of such dnmage or
destruction shall be used to restore, as promplly as possible, tile Parking Ramp to
as near the condition which existed immediately before such damage or destruelion
as is reasonably possible.
(b) If the parking Ramp is to be restored pursuant to pnrngraph (a)
above, the Agency sholl promptly proceed to repair and restore the same to
substantially the same condition as existed be [ore such casually and shltll receive
the Insurance proceeds for such purpose and shall pay aU costs incurred therefor
[rom the ins\H'unce proceeds. Any repuirs or replacements undertaken pursuant to
tllis Section .3.02 shall be at least equal in quality 10 the original and sho\\ be done
in a workmunlike manner. The Redeveloper shall be entitled to receive all
insurance proceeds paid as a result 01 such casually in excesS of the cost to repair
and restore. Neither the Agency nor the Redeveloper shall be obligated to provide
any funds or e~pend any monies [rom any source [or the purpose 01 such reslorntion
and repair, except amounts received and available lor such purpose froln insurance
proceeds.
Section 3.03. Llabl\lty_~ance. The Redeveloper shn\l procure and
maintaIn continuously In erIect, during the term o[ this Pllrt \I of this Agreelnent,
polloi.. or ;0,"'"'''' or th. klod ",d ",Ioh,"'''' ''''0001 '" roll"w.", "0",,,"'"''''''
generalliabi\ity In9urll.nce In a.mounts of not less than (a) $300,000 for injury to or
death of any on" person; (b) $1,000,000 for Injuries or deaths arising in anyone
occurrence; Ilnd (cl $1,000,000 for ~roperty damage in any onc QCCurrence;
occurring on thll parking Ramp or arlsmg out o[ the use thereof, but the policies
also may h~ve aJlnuol aggregate limits of not less than $1,000,000. The ARency and
Redeveloper bo\ll shall be Insured parties and each policY shall provide that it may
not be cancelle,j without at least thirty (30) days prior notice to the Agency and
the Redeveloper.
Section 3.0~. geneml Requirements. All Insurance required under this
Article shall bO placed and maintained with responsible In!;Urunce companies
licensed to do business in the state of Mlrulesota. The Agency shall furnish the
Redevelopcr with a certificate or certificates of insurance evidencing the
15
. 'coverages required and that such insurance Is in force and effect. The insurnnce
required may be provided by a blanket insurance policy or policies. Each policy of
insurance shall contnin a provision that no act or omission of the Agency or the
Redeveloper shall effect or limit the obligallon of insurer to pay the IImollflt of any
loss sustained and shall contain the standard form of waiver of subrogation by the
insurer. The Rcdeveloper 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 damngr. to the Pnrking Ramp, to the extent of any insurance procr,e<.\s
realized as a result of such loss or damage.
ARTICLE IV
Eminent Dornain
Section 1.01. Iakin\L.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 Purt \l of this
Agreement, and Redeveloper shall notify Agency in writing within ninety (90) dAYS
of such taking whether it chooses to terminllte this Part 11 o[ this Agreement. I[
Redeveloper chooses not to terminate this Part II of this Agreement, the porties
shall proceed OS provided in subsection (b) of this Section 4.01 .
(b) If, dudng the term o[ this Part II o[ this Agreement, the Ageney or
City acquire by condemnation any part or illl of Redeveloper's interest in the
Parking Romp, and this Part II of this Agreement is not terminoted by
Redeveloper, Agency shoJI provide Redeveloper with substitute parking spaees,
within a cOlTllTlcrcl/llly reAsonable distance of the Minimum Improvements, the
number o[ which shall be equal to the number of parking spaces acquired by
condemnation. I[ part or ill o[ Redeveloper's interest in the Parking Hamp is so
acquired a.t Any time after the Minimum Improvements are [ully occupied, the
number of spaces to be provided by the Agency hereunder sha.ll be decreased by the
number o[ spAces, if any, which at the time of sllch condemnation were open to nll
members o[ the generAl public pursuant to the provisions of Section 1.0'2(n) of this
P/lrt II o[ this Agreement.
(c) Redeveloper shall reiniburse Agency, for the cost to the ~gency .of
providing Redcveloper with additional parking spaces pursuant to subsectIOns (n) or
(b) of this Section 4.01, bllt 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 th,e
Agency's costs [or providing such parking spaces to Redeveloper. To thc extent, I[
ot nil, thAt Agency's cost [or the additional parking spaces cxceeds the
condemnntion nwnrd, Agency shAll be solely responsible [or such costs.
lR
,;cellon 4.02 ~KJ21' state or Federal Governmen~.
(a) If, during the term of this Part 11 of this Agreement, the entire
Parking Hamp shall be acquired and taken by the state or federlll government as 11
result of the exercise of the power of eminent domn!n, or If less thnn the entire
Parking Hamp shnll be acquired Ilnd tllken but, In the rellsonable Judgmcnt of the
Hedeveloper, the rcmalnder thereof 19 no longer use[ul for its Intended purposes or
the parking Ramp cannot be rebuilt and used In a prllctlcal way [or the pnrposes
for which the ~lJme was originally eonstrueled, then Redeveloper shall notify the
Agency within ninety (90) dayS o[ such condemnlltion whether it chooses to
termlnllle this Pllrtll o[ this Agreement. If It chooseS to terminate this part II of
this Agreement such termination Shllll be effective as or Ihe dllle the condernning
authority takes physical possession of Ihe Parking Ramp or a materinl portion
thereof. If this Agreement is so terminated, the condemnlltion awo.rd shall be
divided between the Hedeveloper Ilnd the Agency as follows'.
(\) The Agency sha1\ first receive, as ils property, a sum equal to (A) the
price paid by the Agency for the purchase of the property on which the Parking
Ramp is locnted, ptllS (B) the direct cost paid by the Agency to sllpplicrsof
material, equipment and labor' [or aclual construction or the Parking Hamp.
(ii) The balnnce of the award, if any, shall belong to and be paid to the
Hedeveloper as its property.
If Redeveloper chooses not to termina.te this part II of this Agrcemcnt, 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 porking
Ram[l shnll be acquired and tal<en as a result of the exercise by the stnte or felleral
government' of the power of eminent domain, and, in the rellsonable judgment of
the Redeveloper, the remainder thereof can be used for Its intended purpose und
the Purking Hump can be rebuilt und used in a practicul way for the purposes for
which the Parking Ralnp was originally constructed, then the entire [lroceeds of the
eminent dOlnuin proceedings shall be made lIvailable to the Agency (i) for the
restoration of the Parking Ram[l to as near the condition whkh existed
immediately [lrior to the taking as reasonably possible in the same manncr as
[lrovided in paragraphs (b) and (c) of Section 3.02 hereof with regard to restoration
and repair OS a result of a casualty, e.nd/or (ill to the extent reasonably possible for
the provision of ~ubst\tute parking spaces within a commercia\\y reflsonoblc
distance of the minirnum improvements. In n6 event will the Redeveloper or Ille
Agency, In restoring the Parking Rump or providing substitute. pnrklng spnees be
required to expend more money than the proceeds or the award In the eminent
domain proceedings. If there is any excesS of award over the cost or restoration
and/or the provision of substitute parking spaces, it shall belong to and be pllld to
the Redeveloper as i ls properly.
Sec~iol1 1.03. Olher Dllm~eS. The. Redeveloper and the Agency shaH each
hnve tile right to prove and coTIect 0.9 their own property, darnnges other thnn for
the pnrldng Rnln[l, such as, but without Jimitalion, loss of business, relocation of
business and pcrsonal property and appraislll fees. 'Tile Redeveloper 0150 sholl be
entitled to prove and collect 11S Its own property, all severance daJ(lages dlle to
sevcran(~c of the Parking Ramp from other adjoining property then leased or owncd
by the ltellcveloper.
17
section 4.04. RI ht to A ear. The Agency and the Redeveloper shell each
hBve the rlght, at the r so e cost an e)(pense, to participate by counsel of Its own
choice In any proceeding rev;ard\nv; the taking by exercise of the power of eminent
dOll\8in 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 II of this Agreement shall
be for a period of twenty t20l 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 Inltlally made available for parkl1lg or the date when the
Minimum Improvements are Initially occupied by one or more tenantS.
Section 5.02. Renewal Optlons. The Redeveloper shall be permitted to
reneW this Part II of th1s Agreement for an adqltlons.! period of ten (lo)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 11 'written
notice to the Agency at lenst ninety (90) dayS prlor to expiration of the Initial term
of this Agreement. Thereafter this part n of this Agreement shall be
autornatlcally renewed for addItional ten (to) year perl ods upon expiration of any
term of this Agreement unleSS notice \s delivered as hereinabove provided. In no
event shatlthe clll1\ulatlve term of this Part 11 of this Agreement excecd forty (40)
yeors.
Section 5.03. Redeveloper'S Option to purchas~. J{ Redeveloper e)(erclses
Its option to reneW Part II of this Agreement pursuant to Section 5.02 of this port
n of this Agreement for the full forty (40) years, then the Redeveloper shaH have
and is hereby granted the option to purchase the parking Ramp Property, and the
Agency hereby ogrees to sell tile parking Ramp Prop~rty to Redeveloper at the end
of the fortieth (40th) Management Year upon ninety (90) days written notice to
Agency that Hedeveloper elects to exerclse 1t9 option to purchase. The purchor.e
price shall be One Dollar ($1.00). Provided, however, that Redeveloper l11ay only
e)(ercise soid option to purcl1ase If Redeveloper \9 not in default [IS described in
Section 2.01 o[ Part Ii! of this Agreement.
(b) 111 the event that the Redeveloper ~xerci5es such option to X
purchase pursuant to 5ubsection (a) of this Section 5.03: (i) the
Redeveloper if re~lested by the AgencY 5hal1 n~gotiote in good faith
with regard to the question whether continued use of the ramp by the
general public for parkiM purposes pursu.~nt to ~ection 1.02 (n)of Part
II) of this Agreement is consistent with the then use of the ramp by
the Redeveloper.
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PART III
/'
GENERAl, PROVISIONS
Section 1.01. Nondiscrimination, The Redcveloper shall not discriminnle on
tlte basis of rllce, 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 A\1;el1.9'.' The Agency and City warrants to
the Redeveloper thnt upon issuance of the Certiflcate of Occupancy the Peucstrinn
Walkway and the parking Ramp will have been completed In nccordonce with the
plans and s[lecificatlons therefor as such plans and specifications hove been
modified by cltange order, in substantral comi?lial1ce with aU laws and ordinances
relating to building and zoning, and that Redeveloper'S use thereof shall not be
interrupted due to a [aUure by Agency or City to com'ply with stich laws and
ordl nances.
ARTICLE I
Special Covenants
Section 1.03. ConOict of Interest. The Redeveloper represents that, to the
best of Redeveloper's Imowledge, no alderman, or other offlcqr or employee of the
City or the Agency is directly or indirectly financially interested in this Agrcement
or Ilny contract, agreement or job hereby contemplated to be entered Into or
hereby undertaken. No official or employee of the City or the Agcncy shall Itave
any personal interest, direct of Indirect, In this Agreement.
Section 1.04. Indemnity. Tlte Redeveloper agrees to indemnify and save the
City, the Agency, and their o[ficers and employees harmless from and against any
and aU claims and demands, and resulling damages, cosLq and expenses, Including
reasonable attorneys' fees, of any kind or nature whatsoever arising [rom:
(a) The use and occupancy o[ the Parking Pro[lcrty or Wnl\<wny p['()perty
by the Redevetoper; the operation or management of the Walkway Property; the
condition or maintenance of the Wal1cway Property (except such conditions which
arlse from Incomplete or faulty original construction)j or [rom any act or
negligence o[ the Redeveloper, Its agents, contractors, servants or employecs in or
about the rarking Property or Walkway PropertYj
(b) Breach or default on the part of the Redeveloper of any coven/lnt or
agreement on the pnrt of the Redeveloper to be performed pursnant to the terms
of this ^greement;
(c) Violation of any law, ordinance or regulation a[fectlng the purklng
Pro[lerty or Walkway Property, or a part thereOf, or the use or occupancy thcreoL
In cnsc of any acllon or proceeding brought against the Agency or the City
by reason of any such claim, upon notice from the Agericy or the City, the
Redeveloper convenants to de[end such actlon or proceeding by counsel rensonahly
satls[nctory to the Agency or the City.
1Q
1
The obligation of the Redeveloper hereunder shalt not be Emi ted to the
extent of Insurance carried by or provided by the Redeveloper or subject to any
exclusions frol11 coverage In any Insurance policy.
Section 1.05. Release of Claims. The Redeveloper does hereby waive uny
end 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 properly of the Redeveloper on the ParkIng Property
or Walkwoy Properly and specifically agrees that the City, the Agency, !lncl their
officers and employees, shat! not be liable to tile Redeveloper, its StH~Ces~ors OIH\
ossigns, therefor (except for claims arising out of the negligence of the City or the
Agency).
Section 1.06. Extent of Obllgatlons of tgenct and City. All covenants,
stipulations, promises, egreelnents and obllgat onS 0 tile City and tile Agency
contained In tilis Agreement shat! be deemed to be lite covenants, stipulations,
promise~, agreements and obligations of the city and the Agency and not of any
o[ficer or employee of the City or the Agency in hIs or her Individual cop/icity, and
no recourse shot! be had by the Redeveloper, It!J sllccessors or assigns, for ony
claim based hereunder against any officer or employee of the City or the Agency
allthorlzing or executing this I\greement.
Section \.07. ~xtent 'of Obligations of Redevelo~. All eoven!lnls,
stipulations, promises, agreements and obligations' ot the Redeveloper contnlnctl In
this Agreement shall be deemed to be the covenants, stiplllatlons, promises,
ogreements ond 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 assignsl for any claim based hereunder
against ony employee of the Redeveloper authorizIng or executing this Agreement.
Section 2.0t. Default. If the Redeveloper falls to perform any of the duties
imposed upon It by this Agreement or violates any provision hereof and stich
defalllt continues for a period of thirty (30) days after the Agency has ginn the
Redeveloper and any mortgagee of the land and assignee of the Redcveloper's
rights hereunder (of which the Agency has knowledge or notice) written notice
thereof in the manner specified in Section '1..05 of Part III hereof, or If the
Redeveloper shaH default pursuont to any of the terms and conditions of the
aforesaid Redevelopment Contract and shall continue In default thereof In
violation of the tel' InS 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 sel forlh In Section 2.05 of Fart 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 riny provision of this Agreement is
one that cannot, through reasonable actton, be cured within thirty (30) days but the
Redeveloper is taking all reasonable action to cure the same, then stich failure of
vIolation will not be deemed to constitute i1 default under this Section '1..01 as long
as the Redeveloper, within such thirty (30) dayS, provides evidence reasonably
ARTICLE II
Default and Additional Provisions
'1.0
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Isntlsfaclory to the Agency that the failure or v.lolation cannot be cured within
thirty (30) dol'S but will be cured as soon 8.S reasonably possible, as long as sllch
failure or violntion does not affeclthe 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 aVllilable remedy or
remedies unless otherwise expressly stated, but each and every such remedy shllll
be cumulative And shall be in addition to every other remedy given IInder this
Agrecment or noW or hereafter existing at law or in equity or by statule. No delny
or omission to exercise any right or power accruing upon any defaull shnll impllir
any such right or power or shall be construed to be a waiver thereof, but any sllch
right and power mflY be exercised from time to time and as often as mflY be
deemed expcdient. In ordcr to entitle the Agency to exercise any remedy reserved
lo it, it shall not be necessary to give nollce, other than such noliee nS mol' be
required in this Arliele \I of Part III of this Agreement.
Secllon 2.03. No Additional Waiver Implied by One Waiver. In.the event
any ngreemenl contflined in this Agreement should be breached by either pllrty flnd
thereafter waived by the other 'party, such waiver shall be limited to the particular
brench so wfllved und shun not be deemed to waive any other concurrent, previolls
or subsequent breach hereunder.
Section 2.04. Conflict"of Interests; Af\ency Representati.'~es Notl.!~dividuoJly
Liable. No member, official, or employee of the Agency shn.ll have any personal
Interest, direct or Indirect, In the Agreement, nor shall any such melnber, 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 !lny
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 Ilny
obligations undel' the terms of the Agreement.
Secllon 2.05. Notices and DemandS. Except as otherwise expressly provided
in this Agreement, u notice, demand, or other ?ornmunicallon under the Agreet~e~t
by either party to the other. shall be sufficiently given or delivered If It IS
dispatched by registered or certified mall, postage prepaid, return receipt re-
quested, or delivered personally, and
(a) in the case of the Redeveloper is adell-essed to or delivered per-
sonally to the Redeveloper at 3550 Lexington l'/orth, sulle 104, st. Paul, Minnesota
with a copy to Stephen B. Swartz at Mllslon, Edelman, Borman, Brand <<. McNulty,
Suite 1800, Midwest pl!lza West Building, Minneapolis, Minnesota 55402;
(bl in the case of the Agency, Is addressed to or .delivered personfllly to
the i\gency at 590 _ 40th Avenlle N.E., Columbia Heights, Mlnnesoluj and
(c) In the case of any assignee or mortgagee of the Redeveloper'S rights
hereunder, Is addressed to or dellvered personally to the assignee or mortgagee at
the address designated In wrIting by such aSsignee or mortgagee;
1.1
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or at such other addresS with respect to either such party as that party lIlay, froll'
lilne to lime, designate in writing and forward to the other as provided in thi~
Section.
Section 2.06. Out to Act Reusonab\ . Wherever this Agreement requircs
the Agency or the RlJdeve opel' to upprove any action of the other parly, it is
understood and agreed that the Agency or the Redeveloper will not unrea~onllb'y
withhold such approval.
Section 2.07. Severability. If any term, condition or provision of this
Agreelnent or the application thereof to any person or circumstance shull, to any
extent, be held to be invalid or unenforceable, the relTIainder hereof and tile
application of such term, provision and condition to persons or circumstances other
than those as to whom it shall be held Invalid or unenforceable Shllll not be
affected thereby, and this Agreement and all of the termS, provisions and
conditions l1ereof shall, In ull other respects, continue to be effective and to be
complied with 10 the full extent permitted by law.
Section 2.08. AssIgna.ble b~enclj SUccessors !lnd As~gns; Il~feren<:'O~:
The Agency may ll.Sslgn any or !Ill of lIs rlghls, obligations or duties under this
Agreement 10 l\1e Clly al any.time without prior notice to Redeveloper. All of Ihe
terms, covenan ts, provisions' and conditions of Ihis AgreelTIent shall- be binding upon
and inure to the benefit of the pllrtles hereto, their respective successors 11nd
assigns. The captions used herein are for convenience Ilnd not for interpre.tfltion of
the provision hereof. References 10 one gender shall menn find include Illl other
genders.
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22
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IN WITNESS WHEREOF, the Agency has caused this Agreement 10 be duly
executed in its name and behalf and its seal tiJ be hereunto duly affixed and the
Hedevclopcr has executed this Agreemenlln his own behalf, on or as of the dale
first above \'Ir! tten.
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TilE !lOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR TIlE. CITY
OF COLUMBIA HEIGHTS ~/)
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F!f1g",,~d~ /f.-.F'r1~__.
By _-E 1" C ':""'~~~
Ils ~tive 0~1;tor .
TERRY Evr~_~_
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COUNTY OF ANOKA
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STATE OF MINNESOTA
~The foregoing Instrument W!lS acknowledged before me this c?1t./1, dny of
19o'1b y?i$;I!5 c.. *",;,.."" ~ th CJ.. "'n::.ot...- f 1'1 II
~, 1-6.' Y r.~K" /! 'tUt1<<.1' e 3;\'7>>'-'" ~x,"cvr.." 0 le ous-
i g a Redevelopment Authority in and for the city of Columbia HeIghts,
~fa~,t ~&~.l-L(
Notary Publl<~
/) The
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,Minnesota: '
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foregoing Instrument WM acknowledged before me thiS..:7:<',O/{'; doy of
19J;:e, by Terry Evenson,tan IndividueJ residing in the Stale of
a single person
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~.Y.Z2>r :",,~/ {.'/'. ..(.--:-1.<11-7? ,/
Nolary pUblic j
,."c. '''PA~rJ.I,\ /.".GA\'\UR i
l~d,'" U,,,,:i r~l\l(~ ..:,~::~-"/
2',.1\). 1L'.J.lltY (UUlm
\ "011 (l)(pile. Moy 5, \987,
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(...,I-""l'r'I"r,.",.rr;...;;../";",....,.;;I';..."'''';~' \
t .:,,""'''-;. LUCY ANN 13EC!<WEI.L
.. ,1'"' " ' ........TAny PI/OUG, ~"lllfJES01J.
't \.~fl\l ANUI\I\ .::::::. "'TV
~l.. My GornrTlIH;OTl EJlplr..' ""0. n. ,;fll )'
~ r,.,.~/"'''~' " NI ,.#1""''''''1'' t"" ft.'''' t'
STATE OF MINNE.SOTA
COUNTY OF ANOKA
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EXHIBIT A
:lts 24, 25, and 26, Block 6, Reservoir Hills.
,
Block 6,
21, and 22.
~ts 20, 21, and 22, Block 1, Wal~on's Rearrangement of Lots 33 and 34,
:~servoir lIills, and all of the vacated alley adjacent 'to said Lots 20,
:hose parts of Lot 27, Block 6, Reservoir Hills and of Lot 23, Block 1, Halton's
tearrange,ment of Lots 33 and 34, 'Block 6, Reservoir Hills and of that part of the
,acated alley abutting Block I, "Halton's Rearrangement of Lots 33 and 31" Block 6,
teservoir lIills", as dedicated in said plat, which lies westerly, :pf the northerly
.xtension of the east line of Lot 23, said Block 1, lying easterly of the
following described line:
Beginning at a point on ~Ie south line of siid Block 1, Halton's Rearrangement,
said point being 18.00 feet west from the Southeast corner of Lot 23 of said
Block 1, Walton's Rearrangement; thence northerly on a lIne 18.00 feet west of
and parallel with the east line of said Lot 23, to the north line of said
Block 6, Reservoir lIills.
Reserving and subject to easement to the City of Colu1"b1a Ileights for'roac!IJay
purposes over the north 4.00 feet of the west 232.00 feet of said Dlock 6,
Rco"c,-..',,:!.r 11111s.
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EXHIBIT B
Those parts of Lots 27 through 31, Block 6, Reservoir 11111s and those parts of
Lots 2J and 2~, Block I, Walton's Rearrangement of Lots 33 end J~, Block 6,
Ileservoir lll.ll.s anti oE the vacated ailey abutting Block 1, "Halton's I1carrangcl\Ic,nt
of Lots 33 and JlI, Block 6, Reservoir H:t11s", ~s dedJcal:ed. in said pIaL, lying
\.Iithin the folloving .described tract: Corruoencing at a poInt on the r.ol1th line
of said Block I, Walton's Re~rrangement distant 18.00 fe~t \.lest of the noutheast
corner of Lot 23, saId Block I, Walton's Re,-.trange.ment; thence nortberJ.y on a line
18.00 feet west of and parallel with, the east lin~ of said Lot 23, a <lfr.tance of
87.00 feet, to the actual point of begi~ning of the tract.to be. described; thecce
continuing northerly on the ,extension of sai<l line, to the north 11nl'. of Block ("
Reservoir lIillo; thence \.Iesterly along said north line of Block 6, to a poInt
being /,7.23 feet easterly of the northwest corner of Lot 3D, Block 6, Reoervol.r
Hills; thence southeasterly, to the poInt of beginning.
Reserving and subject to easements to the Ct'ty of Columbia Heights for road\>ay
purposes over the north 4.00 feet of the w~dt 232.00 feet of said lllock6,
Reservoir Hills.
Reserving to the City of columbia Heights a utIlity easement over, under, and
across the east 15.00 feet of the west 22.00 feet oE Lot 27, Block 6, Reservoir
lillIs, and the east 15.00 feet of the \.lest 22.00 feet of Lot 23, ll.1.ock 1, \-lalto!,' s
Rearrangement of l.ots 33 and 3/1, Block 6, Reservoir IIills, end that portion oE
the vacated alley abuttIng Bloc.k I, "Halton's Rearrangement of Lots 33 and J/"
Bloc.k 6, Reservoir Rills", as dedicated in saId pl.at, lyinr; betl>een the northerly
extensio~s of the east and west Hnes of the east 15.00 feet of the \Jest 22.00
feet of said Lot 23, Block 1.
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