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CR 92-55 HCRRA Agreement Redevelopment Project REDEVELOPMENT ~ 7 ~ Council Report: oPK\~ HCRRA AGREEMENT PROJECT BETWEEN 6TH AND 8TH AVENUE 92-55 February 24, 1992 Proposed Action Staff recommends adaptian of the following mation: Move to. approve the Graund Lease. Easement Agreement and Liqht Rail Transit Aqreement between the Hennepin County Reqional Railraad Authority and the city af Hopkins and direct their submissian to the Hennepin Caunty Reqional Railraad Authority for adoption. Approval of this matian will initiate the necessary proceedings to. allow for action to be taken by the Hennepin Caunty Regianal Railroad Authority an the proposed documents. Overview In December of 1990 the HCRRA adapted a resolution approving in principle the elements af an agreement to allaw far the release of HCRRA right of way between 6th and 8th Avenue, north af Mainstreet. Far the last year City staff has been working with HCRRA staff on preparing the necessary documents to formalize the release of the right of way. This experience resulted in HCRRA staff requiring certain pravisians to. be in the agreements which were nat consistent with the resolution adopted by the HCRRA Board. The City was been willing to agree to some of these changes, some of which were major concessions. Hawever, HCRRA staff and legal counsel have demanded certain provisions which appear to be unfair and inappropriate far the City to accept. On February 4th the City council reviewed the outstanding issues related to the agreements and pravided specific directian to staff on the City's position on these items. Furthermore, the City Council directed staff to. prepare the necessary agreements based upon the directian given, and return to the City Council at a future meeting far review and adoption of the agreements. As a part af the City Cauncil review of these agreements, it was directed that a public hearing be held. It was also the intent of the City Council to not undertake any further negatiations with County staff, but attempt to. bring this matter directly to. the HCRRA Board for cansideratian. . . Staff has prepared the agreements to be entered into between the City of Hopkins and the HCRRA. Attached are copies of these agreements, alang with a summary from steve Bubul, legal counsel, which explains the variaus features of the agreements. It is staff's hape that once these agreements have been approved by the City, that this matter may be placed on an HCRRA agenda within the next one to two manths far consideration. supportinq Documents o Summary and related agreements to be entered into with the HCRRA o HCRRA Resalution No. 83R-HCRRA-90 Alternatives o Adopt the motion as recommended by staff o Adopt the motion as recommended by staff with changes to. the proposed agreements Continue matter far further informatian Decide to not apprave the agreements between ,the HCRRA and the ity~ , Community Develapment Director .~. Feb. 24, 1992 ____Attention: ~Thomas. K. Harmeni..!!.S__-=-_. Dear Sir: I am unable to. attend the metting fcr March 2nd. But I would like to vcice my cpinicn about the LRT Ninth Ave. I am against this, why disrupt a center street that affards access fcr pecple cn the street and automobiles. Ycu haven't shcwn pictures depicting how the rails will be on the street and a mess that this wculd create. ___._!~it ..pcssib~e fa:t;_..the LRT to. be tunneled under #18)9 (169-1__ with additicnal racm ~lcngside fcr automobiles ccming frcm the east to. enter Hcpkins Main Street al;sc using the _~me diagonal tracks placing the .new grccery stcre abcve???? Hcpkins is centrally located and shcu1d become a Hub in due time, the streets are here, the utilities in place and where can ycu find blocks and blccks like Hcpkins is that cculd be suitable fcr a financial cample~ making a live business community atmosphere. Using 9th Ave. and degrading 9th is a huge huge mistake. The pcstoffice is on 9th, medical availability, 1st banks blAg,_hdwe,---.S.~<i~s -----why rllin a gcod street?????? I am unable to. attend but would like to hear frcm you. Thank YC11 fo r yau r time. L. Nygren 101 5th Ave. No. Hapkins c;(~/ce;zr~ ZdU -;~~:{6,~f~ "-'''r'( 0 1. , '-.7 ~ '-""'l.' oF' '-l' L \- REsourrrQW J\l(). .83R-HCRRA-90 The fallowing cesolution was offered bir Comm!sslonec DeCUS . WHEREAS, the Henr!epin County Regianal Railroad Authority (lfCRAA) owns thi'-t portion. of the northern route of the South~st: Coc('idor from County Road 3 to First street North in the City of Hopkins1 and WHEREAS, tile City of Hopkins i.1J:ld Ryan Constructio(t Company of Mirffiesotc have b~en wo~kin9 on a redevelopment project in the Hopkins Central 11'.lsiness District consisting of a gt"'ocet'Y store and other ret~il proposed to w lOCC3ted between Sixth Avenue ~nd Eighth Avenue; and WHEREAS, t.1i~ pcoposed reoovelopment site oot....oeen Sixth Avenue and Ei.ghth Aveol,K' includes th3t property ot<.rn€d by the HCRAA; and WEEREAS, this c€developti'\ent pc~ject would be of benefit to both Hennepin Conaty arld the City of Hopkins t.hraugh th~ cr.eQ.t.l.on of n€w jobs and an expand~d tax base I' BE IT RESOLVED. t.hat t.he Henne:pin County Regional Rail road AuthOrity (HCl\Rl\) appcoves use of the liCIffiA propertylocat.ed between Sixth Avenue and ~ighth Avenue in the City of Hopkins as a dGvelapmeot sH.e for a grocery and retGil project and that st.af! be di rected to pre~~re 3n agreement with Ule City of Hopkins that includes the principles attacl~ed h6retc whidl at.f~ on file wi.t.h. the Clerk of the BCRRA ~aro. ' we question waG on thl1 adoptian of the resclution and there wece YEAS and NAYS i\$ fallows: COUNTY OF HENNEPIN BQl\1ID OF C.QUN'J;Y COMMISSIONEFS NAY OTHER YEA. Jeff Spartz Randy Johnson JOM Keefe JOM E. Derus Tad Jude Sam S~ Siv~nich Mark Andrew.' Chairman ATTEST: Jeff Spartzt sp.cr.et~ry l' (.-<,,-{L-n IfjO/l L. Resolution No. 83R-HCRRA-90 principles o.f 1..greBll1Snt B3-twee-n Hennepin County' Regional Raill:oad Aut.hQdly and the City of Hopkins HCRRA f'rO(J€rty Located Be\:.ween 6th 1\.venue an<::1 8th Avenue in the City of Hopkins 1. The transfer of O"'!(lcJ:'ship by the HCRBA of tha.t part-.ion of the nort--J1~rn (Ol;t~ of the Sauthw~st Co,drlor located <:\pproxil\v.\t:ely bet:,-.ret:;; 31 xth Avenue zmd Eighth lwenue in thA C.i, ty of Hopkicll:, (:0 the City of Hopkins. :the HCRRA shall be r.om~n$JQ.ted fo( this I.xH:tion af the right of way b"Ged upon the fair market value of the property. 2. Th3t the title for." the right of way to be released shall be conveyed t.o t:he ci ty of Hopkins. The timing of tha conveyance ~hall l~ determined ar~ sr~clfled in th~ agreement. 3. That the llamA shall t'etain <:\n easement "for f..RT purpo:;Gs over that rx)Ct.ion of ths LRT eight of way prarJOsed to be conV.cyed. 4. Tl"Hl the !':.gr'eel1\ent be sb"uctur.ed to allow thG HeRR!'.. the option of ext.ending the LRT line aloClg the existing northern route of the SOI~thweEt Cord<lot'" or, as an alternative, along Ninth Avcnut) to First street North whece it shall join with the existing co~rido' of Ule northern rout~.of the South~~Gt Co(cidoc~ . 5. If the 11C1111./\ f\holJld det;i r:-e to extend the LR'r line along the exi~ting' corrIdor, the HCRRA, the City and the futu(e developer shall agree to the following: o tht.~ at such time the HCRRA proposes the extension of LRT along the exi.sting ccrcidor / t..~at the HCRAA will consider the placement of 9n tFT stop in doWnt~n Hopkins. Q th~t the BCRRA agrees not, to ~xercise its LRT easerr~nt rights bvtvleen Sixth Avenue and Eighth Avenue. for a pedod of 20 yea,rs fr01fi the date of the agreement.. o that the agrC)ement be <9xtended far a minimum of thJ;e~ five-year r:;-Eltiods (i..e. ~ notification in years 17, 22, 27). o that HCtUZA provides a minimum of three years advance" notice of i t:.s int~nt to implement LRT following the 3S-year f'Gdod. o that BCRni\. a.grees to cOmpBnsatG th~ owners 'of the Lerlevel~p~nt pcojsct for ~ny loss in ~alue O~ d~ge( Resolution No. 83R-Hcr~-90 Page 2 based upon fai~ ~rket value of th~ property, they I!lay incur 3S a r.:e(~\Jlt. of LRT implecn0l1tation over the e~SGment in ~n estin~ted ~u~t of $5,000,000 e~calated In accordance with the Hinnesata Consumer Price Index ~nr:lJ<tlly with tho total e.ctual cost not to exceed $7,500,000 at the time of exercise of easement rights. No further COmpp.I1Batlon for damages, 1055 ot" oth~t" costs to ?\r.y oth~,"s s.hall be t'eql.lired in (Seder for HCR~\ to ex~eci~e its ea&~m~nt clghts_ o tha.t iu) arbitratioa procedur.e be established to det~fmil.ll!: actual JOSE> 0:: v31ue at ti~ of e:.:erd.se of easement dghts. 6_ ThQ HCRRA 31'ld the City 3gr~e to the following: (, thB City will (.lcovlde permanent ear;;(::Ue!,,\,ts to the BCRRA to a110"11 for the realignment of the I\l)rth~rn ["oute of the E0uthwest COL(iQor to Ninth Avenue. The easements will be grantE-d at the S<u~ ti!l\e as title to ttCHR1\ proverty is tr~n9ferred to the City. The easements will be located as follov"s: - 00. City-~~~€d bo\11evarq along the south side of CC1tlrlty RC'~d 3 t"3b:€en T .11. 169 to Ninth Avenu<a. - ;m easement up to 28 feet 1'n W(dt~l along Ninth Avenue Dett~'€en C0un,f:y Road 3 ,and First SL.:eet Nodh. o that at such time in the future an LRT line is proposed to l~ constructed along'Nlnth Avenue, that consideration will be- niven to the :following items.: ~ . - an LR~ stop in cowotaNO Hopkin~. -- Qt a mi ni.rrr.un. the provision of full traffic movement intersections at Ninth Avenue nnd ~~in Street. o a st.lJdy wi 11 d~tecmine the traffic im{)8cts ((jlating to tJ1e o~ration of LRT on Ninth Avenue ~nd an the existing cor ridor . HOLMES & GRAVEN CHARTERED WRITER'S DIRECT DIAL JOHN M. LEFEVRE, JR, ROBERT J. LINDAU. LAURA K. MOLLET DANIEL R. NELSON BARBARA L. PORTWOOD JAMES M. STROMMEN STEVEN M. T ALLEN JAMES J. THOMSON. JR, LARRY M, WERTHEIM BONNIE L. WILKINS Attorneys at Law ROBERT A. ALSOP RONALD H. BATTY STEPHEN J, BUBUL ROBERT C. CARLSON CHRISTINE M. CHALE JOHN B, DEAN MARY G, DOBBINS STEFANIE N. GALEY CORRINEA. HEINE JAMES S, HOLMES DAVID J. KENNEDY JOHN R. LARSON WELLlNCTON H. LAW CHARLES L. LEFEVERE 470 Pillsbury Center, Minneapolis, Minnesota 55402 (612) 337.9300 Facsimile (612) 337-93tO DAVID L. GRAVEN (1929-1991) OF COl'NSEL ROBERT L. DAVIDSON JOHN G, HOESCHLER February 25, 1992 of" Summary af Light Rail Corridar Dacuments City af Hcpkins/Hennepin Caunty Regianal Railroad Autharity 1. Ground Lease. The Hennepin Caunty Regianal Railraad Authority ("HCRRA") retains title to. the existing right-af-way (the "Land"). The Land is leased to the City fcr a term af 99 years. The City may assign the lease to. the Hapkins Hausing and Redevelopment Authority ("HRA") which may in turn assign the lease to any redevelaper with whom the HRA has entered a redevelapment can tract. The redevelaper will ultimately be the "Tenant" under the lease. The City will pay an initial "rent" af $116,500, which is the fair market value of the Property according to the City's appraisal. Thereafter the Tenant will pay $1.00 annually. The HCRRA may terminate the lease far any public purpose (which is not limited to light rail transit) after 20 years, provided that it gives the Tenant 3 years written notice of its intent to. terminate. Therefare, natice of the first aptian to. terminate must be given in year 17 of the lease. If the HCRRA does nat exercise the first aption to terminate, it may terminate at the end of the 25th, 30th ar 35th years, again subject to the requirement of 3 years written natice. After 35 years, the HCRRA may terminate the lease at any time with 3 years written natice. If the HCRRA terminates the lease as described above, it must pay the Tenant the fair market value af the Land and any improvements then existing on the Land, but no. greater than a defined "Maximum Amount". The Maximum Amaunt is currently $5,000,000, which may be increased by the cansumer price index to. a final maximum af $7,500,000. If the HCRRA chooses to construct the light rail system on the alternate corridor thraugh the County Road 3/ Nin~h Avenue Carridor (described as the "Praperty" in the Easement Agreement), the HCRRA must deed over the Land to. the Tenant. The transfer must occur within 6 manths after the City provides written natice that light rail transit is aperating aver the Property. 2. Easement A~reement. The City will grant to the HCRRA an easement aver the Property in dawntawn Hapkins, which may be used anly to canstruct and operate a public light rail transit system. The term af the easement will initially be 20 years, in arder to. camply with patential limitations an the term of franchises in public streets. If the HCRRA requests renewal of the term (or subsequent terms), the City must either grant the renewal ar pay all the HCRRA's casts to. terminate the Graund Lease as described abave. This ensures that the HCRRA will have access to the original right-of-way if the downtawn easement is terminated. If the City determines that there are no. franchise limitations an the term af the easement, the City will sa certify and the easement will became permanent. Hawever, the easement will terminate if t,he HCRRA choases to. terminate the Graund Lease and canstruct a light rail line aver the, original right af way Land. The easement terminatian will be effective 6 manths after the City provides writtennatice that light rail transit is aperating aver the Land. In using the easement, the HCRRA must: comply with state laws regarding use of public streets; cansider construction of a light rail transit stop within the easement Property; and consider, at a minimum, providing full traffic movement at the intersection of Ninth Avenue and Main Street. In addition, the HCRRA must indemnify the City far certain liabilities in connectian with the light rail system an the Praperty. The City will pay the cast af utility relocatian and street recanstruction required by the light rail system, in accardance with any HCRRA ar regianal palicy that may be developed to apportion such responsibilities between municipalities and the entity constructing the system. 3. Light Rail Transit Agreement. This agreement specifies that the City will use its best efforts to approve a franchise ordinance in accardance with the City Charter (in arder to permit granting af the easement). Fallawing adaptian af the ardinance, the City and the HCRRA must simultaneausly enter the Graund Lease and the Easement Agreement by a specified date. Further, the City agrees to. indemnify the HCRRA to the extent the HCRRA's costs in terminating the Ground Lease exceed the Maximum Amaunt, as described abave. The City remains bound by this obligation after the Ground Lease is assigned to the HRA and the redevelaper. Finally, the HCRRA agrees to canduct a traffic study regarding both alternate light rail carridars through the City, before carrying out any light rail plans in the City. SJB30297 HPllO-38 2 FIRST DRAFT February 21, 1992 LIGHT RAIL T~NSIT AGREEMENT by and amang HENNEPIN COUNTY REGIONAL RAILROAD AUTHORITY AND CITY OF HOPKINS, MINNESOTA AND HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS Dated: , 1992 SJB30252 HPllO-38 PARTIES RECITALS TABLE OF CONTENTS Page ....... ....... . . 1 . . 1 ARTICLE I Definiticns and Rules af Interpretatian Section 1.01. Definitians . . . . . . . . . . Sectian 1.02. Rules of Interpretation . . . . Section 2.01. Section 2.02. Section 2.02. 2 2 ARTICLE II Representatians and Warranties Representations of the City Representations of the HRA . Representaticns of the Railroad Authority . . . . . . . . . 4 4 4 ARTICLE III Canveyance of Interests; Indemnification; Corridor Study Section 3.01. Section 3.02. Section 3.03 Section 3.04. Sectian 3.05 Franchise, Easement Agreement Ground Lease . . . . . . . . Clasing . . . .. ... Indemnification . . . . Corridor Study .. ... 5 5 5 5 5 ARTICLE IV Miscellaneaus Pravisions Section 4.01. Successars and Assigns . . . . . . . . 6 Sectian 4.02. Severability . . . . . . . . . . . 6 Sectian 4.03. Amendments . . . . . . . . . . . . . . . . . . 6 Section 4.05. Counterparts . . . . . . . . . . . . . . . 6 Section 4.06. Natices . . . . . . . . . . . . . . . . . 6 TESTIMONIUM SIGNATURE EXHIBIT A EXHIBIT B SJB30252 HPllO-3B ......7 ........7 Easement Agreement Graund Lease i LIGHT RAIL TRANSIT AGREEMENT THIS AGREEMENT, made and entered into as af the day af , 1992, by and among the HENNEPIN COUNTY REGIONAL RAILROAD AUTHORITY, a palitical subdivisian of the State af Minnesota ("Railroad Autharity") and the CITY OF HOPKINS, a municipal carporatian under the laws af Minnesota ("City"), and the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA, a public bady carparate and palitic under the laws of Minnesata ("HRA"). RECITALS A. The Autharity has undertaken a pragram to. prcmote redevelapment of land that is underutilitzed and blighted'{ within the City, and in this cannectian is engaged in carrying aut Redevelapment Praject No.1 and Redevelapment Praject No. 2 (collectively, the "Prajects") pursuant to Minnesota Statutes, Sections 469.001 to. 469.047 (the "HRA Act"). B. The City is a state public body under Section 469.041 of the HRA Act and desires to. enter into this Agreement in part in arder to. aid in the undertaking af the Prajects. C. The Railraad Authority has prapased to lease certain Land within the Prajects to. the City under the Ground Lease (as such terms are hereinafter defined) in order facilitate redevelapment of the Land. D. The Railroad Authority also desires to preserve the right to. canstruct a light rail transit system within the City upon a carridor that includes either the Land ar certain other Property (as hereinafter defined) currently awned by the City. E. The City has praposed to grant to the Railraad Autharity an easement aver the Praperty for the purpases of constructing and operating a light rail transit system. F. The parties hereto. believe that the canveyances of praperty interests pursuant to this Agreement, and fulfillment generally of the abligations under this Agreement, are in the best interests of the City, the HRA and the Railroad Authority and are in accord with the public purposes and pravisions of applicable state and lacal laws. NOW, THEREFORE, far and in cansideratian af the premises and the cavenants and agreements hereinafter set farth, each af the parties hereto daes hereby cavenant and agree with the ather parties as follows: SJB30252 HPllO-38 1 ARTICLE I Definitions and Ru1es of Interpretation Section 1.01. Definitions. In this Agreement, unless a different meaning clearly appears fram the cantext, the fallawing terms have the meanings indicated: A~reement: this Light Rail Transit Agreement, dated of as 1992; City: the City of Hopkins, Minnesota; Easement: The easement grante9. hy the City to the Railraad Autharity pursuant to. the Easement Agreement attached as Exhibit B; Ground Lease: the Ground Lease with respect to the Land between the Railraad Autharity and the City, attached as Exhibit A; HRA: the Hausing and Redevelopment Authority in and for the City of Hopkins, Minnesota. Land: as defined in the Graund Lease; LRT: light rail transit; Maximum Amaunt: as defined in the Ground Lease. Permitted Encumbrances: the Permitted Encumbrances described in Exhibit B; Property: the praperty described in the Easement Agreement. Praject: collectively, Redevelapment Praject No. 1 and Redevelopment Project No. 2 administered by the HRA. Railraad Authority: the Hennepin County Regional Railraad Autharity; State: the State af Minnesota; Tenant: as defined in the Graund Lease; Sectian 1.02. Rules of Interpretatian. (a) This Agreement shall be interpreted in accordance with and governed by the law of the State. (b). The words "herein," "hereof," "hereunder," and words af' similar' impart, without reference to any particular section or subdivisian, refer to this Agreement as a whale rather than to any particular section or subdivision hereof. SJE30252 HPllO-38 2 (c) The Table af Contents and headings af articles and sectians hereaf are far convenience only and are not a part af this Agreement. (d) Unless the context hereof clearly requires atherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa. SJB30252 RP1l0-38 3 ARTICLE II Representatians and Warranties Section 2.01. Representatians of the City. The City represents and warrants as fallaws as af the date of this Agreement: (a) The City is a municipal ccrparatian duly arganized and existing under the laws af the State. (b) This Agreement has been duly autharized and executed on behalf af the City and canstitutes a valid and binding agreement afthe City, enfarceable in accardance with its terms, and all necessary action an the part af the City to. autharize the transaction herein cantemplated has been taken. Section 2.02. Representatians of the HRA. The HRA represents and warrants as fallaws as af the date af this Agreement: (a) The HRA is a public body carporate and palitic duly arganized and existing under the laws af the State. (b) This Agreement has been duly autharized and executed on behalf of the HRA and canstitutes a valid and binding agreement af the HRA, enfarceable in accordance with its terms, and all necessary action on the part af the HRA to. autharize the transaction herein cantemplated has been taken. Sectian 2.02. Representations af the Railroad Authority. The Railroad Autharity represents and warrants as follaws as af the date of this Agreement: (a) The Railroad Authority is a cady corporate and palitic duly arganized and existing under the laws af the State. (b) This Agreement has been duly autharized and executed an behalf af the Railraad Autharity and constitutes a valid and binding agreement of the Railraad Authority, enforceable in accordance with its terms, and all necessary action on the part af the Railroad Autharity to autharize the transaction herein contemplated has been taken. SJB30252 HPllO-38 4 ARTICLE III Canveyance af Interests; Indemnification; Carridar Study Section 3.01. Franchise, Easement Agreement. The City will use its best efforts to adapt a franchise ordinance ("Franchise") pursuant to. Sectian 10 of the City Charter af the City, which Franchise will contain substantially the terms and canditians specified in the Easement Agreement attached as Exhibit A. The Franchise shall be effective upan executian af the Easement Agreement. Sectian 3.02. Graund Lease. Simultaneausly with executian af the Easement Agreement, the Railraad Autharity and the City will execute the Graund Lease in substantially the farm attached as Exhibit B. At any time thereafter the City may assign its interest in the Graund Lease to. the HRA in accardance with Sectian 9.01 of the Graund Lease. Section 3.03. Closing. Unless atherwise mutually agreed by the City and the Railroad Authority, the execution and delivery of the Ground Lease and payment of the Initial Rent (as defined therein) , and executian af the Easement Agreement, shall be take place at the principal offices af the City. If the Ground Lease and the Easement Agreement have nat been simultaneously executed by , 1992 (the "Clasing Date"), any party hereto may terminate this Agreement by giving 10 days written natice to. all other parties af its intent to. terminate. Upan such terminatian no. party 'shall have any further rights ar abligatians to. any other party under this Agreement or under the Franchise. Section 3.04. Indemnificatian. Upan executian af the Ground Lease and the Easement Agreement, the City shall indemnify, defend and hold harmless the Railraad Authority and its officers, emplayees and agents for costs in excess af the Maximum Amaunt that are reasonably incurred by the Railraad Authority in terminating the Ground Lease in accardance with Article XV thereof (the "Excess Casts"). Excess Casts subject to indemnification under this Sectian shall be limited to. casts paid or payable by the Railroad Authority directly as a result of claims or defenses raised in cannectian with terminatian af the Graund Lease. Excess Casts specifically exclude any casts associated with construction cf LR T improvements on the Land. The City's abligatian under this Sectian 3.04 shall survive any assignment af the City's interest under the Ground Lease, but shall terminate if the Railroad Autharity, before exercising any termination right under Article XV af the Ground Lease, transfers its interest in the Land to. any other person or entity, including but not limited to. the Tenant. This Section shall nat apply if the Graund Lease is terminated under the circumstances described in Sectian 3.02 (b) af the Easement Agreement, in which event the City's abligatian to. the Railroad Authority shall be ~s set farth in Sectian 3.02 (b) af the Easement Agreement. Section 3.05. Corridor Study. Prior to. implementing any plans for LR T impravements within the City, the Railroad Authority shall cause to be canducted a study to determine the automobile and <;>ther vehicle impacts associated operatian of the LRT line on a corridor that includes the Land and on a carridor that includes the Praperty (the "Carridor Study"). U:pon completion of the Corridor Study, the Railroad Authority shall pravide to. the City and the HRA written report of the study's data and canclusions. The Railroad Authority shall pay all casts af the Corridor Study. SJB30252 HPllO-38 5 ARTICLE IV Miscellaneaus Provisians Section 4.01. Successors and Assigns. Each and every covenant, term, canditian and abligation cantained in this Agreement shall apply to and be binding upon and inure to the benefit ar detriment of the respective legal representatives, successars and assigns af the parties hereto.. Whenever reference to. the parties hereto. is made in this Agreement, such reference shall be deemed to. include the legal representatives, successars and assigns af said party the same as if in each case expressed. Sectian 4.02. Severability. In the event any provisian af this Agreement shall be held invalid or unenfo~ceable hy any court of competent jurisdiction, such holding shall not invalidate or render unenfarceable any ather pravisian hereof. Section 4.03. Amendments. No. madification af or amendment to this Agreement shall be binding upan any party hereto unless in writing and signed by all parties hereto.. Sectian 4.05. Caunterp?-Y't~. This Agreement may be executed in any number af caunterparts, each af whicl.:. .,5 an original, but all af which shall canstitute one dacument. Section 4. 06 . Notices. All notices, demand , requests, cansents and ather instruments required or permitted to be given pursuant to the terms of this Agreement shall be in writing and shall be given by first class registered or certified United States Mail, return receipt requested, postage prepaid, or by overnight delivery service (such as Federal Express) for nest day delivery with all delivery fees prepaid, addressed to each party hereto at the fallowing address: Railraad Autharity: City: HRA: SJB30252 Hl?llO-38 6 IN WITNESS WHEREOF, the Railraad Autharity and the City and the HRA have caused this Agreement to executed and attested by their duly authorized afficers as of the date first abave written. HENNEPIN COUNTY REGIONAL RAILROAD AUTHORITY By Its "f By' Its STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN ) The fare going instrument was acknowledged befare me this day af , 1992, by and , the and , respectively, of the Hennepin Caunty Regianal Railraad Authority, a political subdivision of the State af Minnesata, on the behalf af said palitical subdivision. Natary Public SJB30252 HPllO-38 7 CITY OF HOPKINS, MINNESOTA By Its Mayar By Its City Manager 'i" STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN ) The faregaing instrument was acknowledged before me this day af , 1992, by and , the Mayar and Ci~y Manager, respectively, af the City af Hopkins, a municipal carparatian under the laws af Minnesata, an the behalf of said ccrparatian. Natary Public SJB30252 HPllO-38 8 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA By Its Chair By Its Executive Directar .'\'" STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN ) The fare going instrument was acknowledged befare me this day of , 1992, by and , the Chair and Executive Directar, respectively, of the Hausing and Redevelopment Autharity in and for the City af Hopkins, Minnesata, a public body corparate and palitic under the laws af Minnesota, on the behalf af said corporation. Notary Public SJB30252 HPllO-38 9 " .1'''1' ':' r ~ FIRST DRAFT February 21, 1992 EASEMENT AGREEMENT <'t- by and between HENNEPIN COUNTY REGIONAL RAILROAD AUTHORITY AND CITY OF HOPKINS, MINNESOTA Dated: , 1992 SJB30183 HPllO-38 ., PARTIES RECITALS Sectian 1.01. Section 1.02. TABLE OF CONTENTS Paqe . . . . . . . . 1 . . . . 1 ARTICLE I Definitions and Rules of Interpretation Definitians ...... Rules of Interpretatian 2 2 ARTICLE II Representations and Warranties Sectian 2.01. Representatians af the City . . . . . 4 Sectian 2.02. Representatians af the Railraad Autharity 4 ARTICLE III Grant and Use; Term; Covenants Section 3.01. Grant, Use . . . . . . . . . . . . . . Section 3.02. Term . . . . . . . . . . . . . . . . . Sectian 3.03. Railraad Autharity Cavenants . . . . . . . . . Sectian 3.04. City Cavenants . . . . . . . . . . . . . . Sectian 4.01. Section 4.02. Sectian 4.03. Section 4.04. Sectian 4.05. Section 4.06. ACKNOWLEDGMENT SIGNATURE EXHIBIT A EXHIBIT B SJB30183 HPllO-38 5 5 6 6 ARTICLE IV Miscellaneous Provisions Successors and Assigns . . . . . . . . . . . . Severability . .... . . . . Amendments . . . . . . . . . . . . . . . . Exh.ib.i ts . . . . . . . .. . . . . . . . . . . Counterparts . ... ... Notices ... ......... 8 8 8 8 8 8 ....... ........ . 8 . . .8 ................... Legal Descriptian Permitted Encumbrances i I. EASEMENT AGREEMENT THIS AGREEMENT, made and entered into. as af the day af , 1992, by and between the HENNEPIN COUNTY REGIONAL RAILROAD AUTHORITY, a palitical subdivisian af the State af Minnesata ("Railraad Autharity") and the CITY OF HOPKINS, a municipal carparatian under the laws af Minnesata (" City") . RECITALS A. The City, the HRA (as hereinafter defined) and the Railraad Autharity have entered into. an LRT Agreement (as hereinafter defined) regarding the develapment af a light rail carridar in the City af Hapkins. ~ B. Pursuant to. the LRT Agreement, the City has adopted a franchise ardinance ("Franchise") in accardance with Chapter 10 af the City Charter, which Franchise cantains substantially the terms and canditians specified in this Easement Agreement. C. Pursuant to. the LRT Agreement, the Railraad Autharity has, simultaneausly with executian af this Agreement, leased certain Land to. the City under the Graund Lease (as such terms are hereinafter defined) in arder facilitate redevelapment af the Land. D. As a result af the canveyance af the Land under the Graund Lease, the City has determined that it shall grant to. the Railraad Autharity an easement aver certain Praperty (as hereinafter defined) far the purpases and subject to. all the canditians and terms specified in this Agreement. E. The City is a state public bady under Minnesata Statues, Sectian 469.041 and desires to. enter into. this Agreement in part in arder to. aid in the undertaking af Redevelapment Prajects Nas. 1 and 2 administered by the Hausing and Redevelapment Autharity in and far the City af Hapkins. NOW, THEREFORE, far and in cansideratian af the premises and the cavenants and agreements hereinafter set farth, the City and the Railraad Autharity hereby cavenant and agree as fallaws: . SJB30183 HPllO-38 1 1M ARTICLE I Definitians and Rules af Interp:retatian Sectian 1.01. Definitians. In this Agreement, unless a different meaning clearly appears fram the cantext, the fallawing terms have the meanings indicated: Ae:reement: this Easement Agreement, dated af as , 1992; City: the City af Hapkins, Minnesata; Easement: The easement granted by the City to. the Railraad Autharity as described in Sectian 3.01 herein; Graund Lease: the Graund Lease with respect to. the Land, af even date herewith, between the Railraad Autharity and the City; HRA: The Hausing and Redevelapment Autharity in and far the City af Hapkins, Minnesata. Land: as defined in the Graund Lease; LR T : light rail transit; LRT Ae:reement: the Light Rail Transit Agreement amang the Railraad Autharity, the City and the HRA, dated as af , 1992; Permitted Encumbrances: the Permitted Encumbrances described in Exhibit B; Praperty: the real praperty legally described in Exhibit A, including, callectively, Praperty A and Praperty B; Praperty A: the partian af the Property legally described and designated as Praperty A in Exhibit A; Praperty B: the partian af the Praperty legally described .and designated as Praperty B in Exhibit A; Railroad Autharity: the Hennepin Caunty Regianal Railraad Autharity; State: the State af Minnesata; Term: the Term af the Easement as defined in Sectian 3.02; Terminatian Amaunt: as defined in the Graund Lease. Sectian 1.02. Rules af Interpretatian. (a) This Agreement shall be interpreted in accardance with and gaverned by the law af the State. SJB30183 BPllO-38 2 I' I,. (b) The wards "herein" "hereaf " "hereunder" and wards af similar , , , . . impart, withaut reference to. any particular sectian ar subdivisian, refer to. this Agreement as a whale rather than to. any particular sectian ar subdivisian hereaf. (c) The Table af Cantents and headings af articles and sectians hereaf are far canvenience anly and are nat a part af this Agreement. (d) Unless the cantext hereaf clearly requires atherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa. SJB30183 HPllO-38 3 , , ARTICLE II Representatians and Warranties Sectian 2.01. Representatians af the City. The City represents and warrants as fallaws as af the date af this Agreement: (a) The Cityis a municipal carparatian duly arganized and existing under the laws af the State. (b) This Agreement has been duly autharized and executed an behalf af the City and canstitutes a valid and binding agreement af the City, enfarceable in accardance with its terms, and all neg,essary actian an the part af the City to. autharize the transactian here~n cantemplated bas been taken. (c) The City awns fee title to. the Praperty, subject anly to. the Permitted Encumbrances. . Sectian 2.02. Representatians af the Railraad Autharity. The Railraad Autharity represents and warrants as fallaws as af the date af this Agreement: (a) The Railraad Autharity is a bady carparate and palitic duly arganized and existing under the laws af the State. (b) This Agreement has been duly autbarized and executed an behalf af tbe Railraad Autharity and canstitutes a valid and binding agreement af the Railrcad Autharity, enfarceable in accardance with its terms, and all necessary actian an the part af the Railraad Autharity to. autharize the transactian herein cantemplated has been taken. SJB30183 HP110-38 4 ., ARTICLE III Grant and Use; Term; Cavenants Sectian 3.01. Grant, Use. The City hereby grants to. the Railraad Autharity far the Term an easement in grass aver the Praperty exclusively far the purpase af canstructingand aperatingapublic light rail transit system (the "Easement"), which Easement is subject to.: the Permitted Encumbrances; the right af the City and the public to. use the Praperty during the Term in a manner nat incansistent with the Easement; and all the terms and canditians af this Agreement. Sectian 3.02. Term. (a) The Term af the E~sement shall cammence an the date af this Agreement and shall be perpetual except as atherwise pravided in this Sectian. (b) The Term af the Easement shall terminate 20 years after the date af this Agreement, pravided that the Railraad Autharity may request successive renewals af the Easement far cansecutive 20-year Terms under the fcllawing terms and canditians. At least 3 calendar years plus 180 days befare the expiratian af any Term, the Railraad Autharity must deliver to. the City a written request to. renew the Easement far an additianal Term upan expiratian af the current Term. If the City Cauncil af the City fails to. apprave such renewal within 120 days after receipt af a timely request far renewal fram the Railraad Autharity, and if the Railraad Autharity subsequently exercises its aptian to. terminate the Graund Lease in accardance with Article XV thereaf, the City shall indemnify the Railraad Authcrity far the abligatians and liabilities incurred by the Railraad Autharity to. terminate the Graund Lease in accardance with its terms, including but nat limited to. payment af the Terminatian Amaunt. The City's abligatian to. indemnify the Railraad Autharity under this clause (b) shall terminate if the Railraad Autharity fails to. deliver its Graund Lease terminatian natice under Article XV af the Grcund Lease within 180 days after the date af the Railraad Autharity's Easement renewal request under this clause (b). (c) The City and the Railraad Autharity understand and agree that, to. the extent the Easement is subject to. franchise requirements under the City's hame rule charter ar any State statute, this Agreement is autharized by and cansistent with the franchise granted by the City under Ordinance No.. _ pursuant to. Sectian 10 af the City Charter. The City and the Railraad Autharity further agree that, if the City in its sale discretian determines that no. charter ar statutary pravisian limits the allawable Term af the Easement, and the City sa certifies in a recarded written instrument, the Term af the Easement shall thereafter be perpetual and clause (b) af this Sectian shall thereafter be af no. further far.ce ar effect. (c) Natwithstanding any ather pravisian af this Sectian, the Term af the Easement shall terminate if the HCRRA terminates the Ground Lease under Article XV thereaf and proceeds to. canstruct an LRT line aver the Land. Terminatian af the Term shall be effective 6 manths after the date an which the HCRRA receives written notice in recardable farm fram the City cantaining a, reasanable finding that an LRT line is aperating aver the Land. SJB30183 BPllO-38 5 Sectian 3.03. Railraad Autharity Cavenants. (a) In exercising its rights under the Easement, the Railroad Autharity will camply with all State laws cancerning use af public streets, including but nat limited to. Minnesata Statutes, Sectian 505.01. The Railraad Autharity will use its best effarts to. design and canstruct all LRT impravements in a manner that will nat unreasanably interfere with the use af Praperty B and ather public streets in the City as public streets. (b) If the Railraad Autharity plans LRT impravements an the Praperty, the Railraad Autharity shall cansider: (i) canstructian af .an LRT stap at a lacatian within the Praperty; and (il) at a minimum, the pravisian af full autamcbile and ather traffic mavement at the intersectian af Ninth Avenue and Main Street within Praperty B. ~ (c) The Railrcad Autharity will pay, and will pratect, indemnify and save the City (including its afficers, emplayees and agents) harmless fram and against all liabilities, lasses, damages, casts and expenses (including attarneys' fees and expenses af the City), causes af actian, suits, claims, demands and judgments af any nature arising fram: (i) any injury to. ar death af any persan ar damage to. praperty in ar up an LRT impravements cn the Praperty ar grawing aut af ar in cannectian with the canstructian, aperatian ar maintenance af the LRT impravements an the Praperty, except to. the extent such injury, death ar damage is directly caused by the negligent act ar amissian af any afficer, emplayee ar agent af the City; (il) vialatian af any agreement, warranty, cavenant ar ccnditian cf this Agreement, except by the City; (ill) vialatian af any law, ardinance, regulatian ar caurt arder affecting LR T impravements an the Praperty, except by the City. (d) Except as atherwise pravided in Sectian 3.04, the Railraad Autharity will pay all casts af canstructian, maintenance and aperatian af LRT an the Praperty. Sectian 3.04. City Cavenants. (a) Subject to. the canditians specified in clause (b), the City will, during the Term, undertake and pay the casts af the fallawing activities necessitated by canstructian af LRT impravements an the Praperty: relacatian af water and sewer pipelines beneath LRT trackage; insulatian and ather necessary prctectian af all piping within the Praperty; relacatian af starm drainage facilities; and recanstructian af streets, curbs, gutters and sidewalks ( callectively , the "Utilities") . (b) The City's abligatians with regard to th~ Utilities shall be limited to. the extent specified in any palicy develaped and appraved hereafter by the Railraad Autharity, the Metrapclitan Transit Cammissian, the Metrcpalitan Cauncil, ar any similar regianal agency, regarding allacatian af respansibility far Utilities as between the municipality in which LRT is lacated and the entity canstructing the LRT, SJ:B30183 HPllO-38 6 specifically including any such palicy that addresses the respansibility far Utilities where LRT impravements are ccnstructed in a public street. SJB30183 HPllO-38 7 ~ " ARTICLE IV Miscellaneous Provisians Sectian 4.01. Successarsand Assigns. Each and every cavenant, term, canditian and abligatian cantained in this Agreement shall apply to. .and be binding upan and inure to. the benefit ar detriment af the respective legal representatives, successars and assigns af the City and the Railra.ad Autharity. Whenever reference to. the p.arties hereto. is made in this Agreement, such reference shall be deemed to. include the legal representatives, successars .and assigns af said party the same as if in each case expressed. Sectian 4.02. Severability. In the event any pravisian af this Agreement shall be held invalid ar unenfarceable by any caurt af campetent jurisdictian, such halding shall nat invalidate ar render unenfarceable any ather prcvisian hereaf. Sectian 4.03. Amendments. No. madificatian af ar amendment to. this Agreement shall be binding upan the City and the Railraad Autharity unless in writing and signed by bath parties hereto.. Sectian 4.04. Exhibits. Exhibits A and B attached hereto. are by reference incarparated herein .and made af a part hereaf. Sectian 4.05. Caunterparts. This Agreement may be executed in .any number af caunterparts, each af which is an ariginal, but all af which shall canstitute ane dacument. Secticn 4.06. Natices. All natices, demand, requests, cansents and ather instruments required ar permitted to. be given pursuant to. the terms af this Agreement shall be in writing and shall be given by first class registered ar certified United States Mail, return receipt requested, pastage prepaid, ar by avernight delivery service (such as Federal Express) far nest day delivery with all delivery fees prepaid, addressed to. each party hereto. at the fallawing address: Railraad Autharity: City: SJB30183 HP1l0~38 8 . , C J< IN WITNESS WHEREOF, the Railraad Autharity and the City have cause this Agreement to. executed and attested by their duly autharized afficers as af the date first abave written. CITY OF HOPKINS, MINNESOTA By Its Mayor -~ By Its City M~nager STATE OF MINNESOTA ) ) SS COUNTY OF HENNEPIN ) The faregaing instrument was acknawledged befare me this day af , 1992, by and , the Mayar and City Manager, respectively, .af the City af Hapkins, a municipal ccrparatian under the laws af Minnesata, an the behalf af said carparatian. Natary Public SJB30183 HPllO-38 9 ).. ~ HENNEPIN COUNTY REGIONAL RAILROAD AUTHORITY By Its By Its -"I' STATE OF MINNESOTA ) ) 55 COUNTY OF HENNEPIN ) The faregaing instrument was acknawledged befare me this day af , 1992, by and , the and , respectively, af the Hennepin Caunty Regianal Railraad Autharity, a pclitical subdivisian af the State af Minnesata, an the behalf af said pclitical subdivisian. Notary Public SJB30183 BPllO-38 10 . l'~ '~, EXHIBIT A Legal Description af the Property Subject to. the Easement Praperty A: [Sauth af Caunty Raad 3] -~ . Praperty B: [Ninth Avenue] SJBJ018J HPllO-J8 A-I ...~t"'.'S..,.... EXHIBIT B Permitted Encumbrances The fallawing shall be permitted encumbrances an the title to. the Praperty and an the Easement: 1. All recarded and unrecarded easements, restrictians, reservatians ar ather interests in the Praperty or any partian thereaf, whether held by the City, a public ar private utility, ar any ather persan ar entity. 2. Praperty. The rights af the public in all public streets and roads within the .'f" 3. The easement fa~ public transit purpases ~stablished by H~nnepin Caunty Registrar af Titles dacument no.. 1379408. 4. Rights af public and private utilities and the City to. maintain, canstruct and install utility impravements within the Praperty. 5. Limitatians an the use af Praperty B pursuant to. Minnesata Statutes, Sectian 505.01 . SJB30183 BPllO-38 B-1 ~e..&\\,,~~ d---':l~ -'\ J... ,A92 / 21 /92 GROUND LEASE Between HENNEPIN COUNTY REGIONAL RAILROAD AUTHORITY and THE CITY OF HOPKINS , MINNESOTA Dated: , 199_ SJB30076 HPllO-38 Section 1.01. TABLE OF CONTENTS Page ARTICLE I Certain Defined Terms Certain Defined Terms . . . 2 ARTICLE II Demise; Term; Cavenants and Warranties af Landlard Sectian 2.01. Demise . . . . . . . . . . . . . . . . . . . . . . . 5 Sectian 2.02. Term af Lease. . . 5 Sectian 2. 03 . Es tate af Landlord 5 Section 2. 04 . Quiet Possession . 5 Sectian 2. 05 . Warranties of Landlord 5 Section 2.06. Warranties af Tenant . 5 ARTICLE III Annual Rent Section 3.01 . Initial Rent . . . . . 7 Sectian 3.02. Annual Rent . . . . 7 Section 3.03. Payment . . . . . . . . . . . 7 Sectian 3.04. Net Lease 7 / ARTICLE IV Taxes; Assessments; Charges; Campliance With Law; and Liens Sectian 4.01. Sectian 4.02. Sectian 4.03. Sectian 4. 04 . Section 4. 05 . Sectian 4. 06 . Section 4.07 . Sectian 5.01. Section 6.01. Section 6.02. Section 6. 03 . Sectian 6. 04. ' SJB30076 HPllO-38 Taxes and Assessments Charges . . . . . . . . Campliance with Laws ..... Liens ....... . . .. . . . General . . . . . . . . . . . . . . . . . Permitted Cantests . . Taxes Payable by Landlord 8 8 8 8 8 8 9 ARTICLE V Use of the Premises Use af the Premises 10 ARTICLE VI Constructian af Improvements; Repairs and Alteratians Construction of Improvements Maintenance and Repair . Alteratians and Additions Inspection by Landlord 11 11 11 11 ii Sectian 7.01. Section 7 .02. Sectian 8.01. Sectian 8.02. Sectian 9.01. Section 9.02. Section 10.01. Sectian 10.02. / Sectian 11. 01. Section 11.02. Sectian 11.03. Section 12.01. Section 12.02. Sectian 12. 03 . Sectian 12.04. Section 12.05. Section 13.01. Section 13.02. Sectian 13.03. Section 13. 04 . Section 14.01. Section 14.02. SJB30076 HPllO-38 ARTICLE VII Insurance Classes of Insurance . . . . . . . . Requirements for Liability Palicy 12 12 ARTICLE VIII Ownership af Improvements Title to Impravements Surrender . . . . . . . 13 13 ARTICLE IX Assignment; Subletting Assignment Subleases . . 14 14 ARTICLE X Default Default ............... Rights af Landlord Upan Default 15 15 ARTICLE XI Martgaging the Leasehald Right to Martgage ...... Right of Leasehold Martgagee Right af Landlard to. Sell. . . 16 16 17 AR TICLE XII Candemnatian Taking ......... Total Taking Partial Taking Awards .... Leasehold Mortgages 18 18 18 18 18^ ARTICLE XIII Damage or Destructian Tenant to. Give Notice 19 19 19 19 Restoration . . . . . . . . . . . . . . Destruction Near End of Term. . . Destruction After Notice of Terminatian Fram Landlord . . . . . . . . . . . . . . . . ARTICLE XIV Landlard's Right to. Martgage Landlord's Right to. Martgage . . . . Transfer by Landlord ......... 20 20 ill Section 14.03. Sectian 15. Ol. Section 15.02. Sectian 15.03. Section 15.04. Section 15.05. Section 15.06. Sectian 15.07. Sectian 15.08. Sectian 16. Ol. Section 16. 02 . Section 16. 03 . Section 16. 04 . / Section 16. 05 . Section 16. 06. Section 16. 07 . Section 16. 08. Section 16. 09. Sectian 16.10. Sectian 16. 1l. Sectian 16.12. Section 16.13. Sectian 16.14. Sectian 16.15. Sectian 16.16. Section 16.17. Sectian 16.18. Section 16.19. Transfer To. Tenant ARTICLE XV Landlard's Right af Termination Landlord's Right to. Terminate the Lease The First Termination Optian . The Second Termination Option . . . The Third Terminatian Optian The Fourth Terminatian Optian . . . The Cantinuing Termination Option ..... Effect af Terminatian . Appraisal . . . . . . . . . . . . . . . ARTICLE XVI Miscellaneous Waiver . . . . . . . . . . . . . . Certificates of Gaad Standing No. Merger af Title .... Madificatians Required by Martgagee . . . . . Easements . . . . . . . . . . . . . Leasehald Separability . . . .. . . . . . . . . . . . . Natices, Demands and Other Instruments Successars and Assigns Headings .... Caunterparts . Applicable Law Exhibits . . . . Entire Agreement; Amendments All Genders and Numbers Included Time is of Essence .. Memorandum of Lease Hazardous Wastes Waiver of Claims .... Relatianship af Parties ACKNOWLEDGEMENT SIGNATURE ..... EXHIBIT A EXHIBIT B EXHIB IT C EXHIBIT D SJB30076 HPllO-38 Legal Descriptian af Land Permitted Exceptians The Easement The Agreement iv 20 21 21 21 21 22 22 22 23 25 25 25 25 25 26 26 26 27 27 27 27 27 27 27 27 . . . . 27 28 28 29 29 GROUND LEASE THIS GROUND LEASE, made and entered into as af the day af -,N-~, by and between HENNEPIN COUNTY REGIONAL RAILROAD AUTHORITY, a Political subdivisian (herein referred to. as the "Landlard") and THE CITY OF HOPKINS, MINNESOTA, a political subdivision (herein referred to. as the "Tenant") . RECIT ALS A. The Tenant has granted to the Landlard a!!lf!asement (the "Easement") far lie:ht-rail transit~)Urpases aver property owned by the Tenant and lacated in the City af Hapkins, Minnesat8.\, pursuant to. an Easement Ae:reement af even date herewith. A capy af the~sement Ae:reement is attached hereto. as Exhibit C. B. As a result af the grant of the Easement, the Landlard has determined that it shall lease to. the Tenant, on all af the terms and conditians hereaf, the Land (as hereinafter described) which is also. located in the City af Hopkins and which could otherwise be used as a light rail corridar. C. The Landlard and the Tenant have simultaneously entered into. an Agreement regarding the development of a light rail corridar in the City af Hapkins, Minnesota (the "Agreement"), a copy of which is attached hereto. as Exhibit D. D. The Tenant is a state public body under Minnesata Statutes, Sectian 469.041, and desires to. enter into this Lease in arder to. aid in the undertaking af Redevelopment Project Nas. 1 and 2 administered by the HRA, as defined herein. E. The Landlord desires to lease all of the Landlard's right, title and interest in and to. the Land and the Tenant desires to. lease all af the Land fram the Landlard upan the terms and canditians herein set forth. NOW, THEREFORE, for and in consideration af the premises and the covenants and agreements hereinafter set farth and far Ten and No /100 Dallars ($10.00) and other good and valuable consideratian, the receipt and sufficiency af which are hereby acknawledged, the Landlord and the Tenant hereby covenant and agree as fallaws: SJB30076 HPllO-38 1 ARTICLE I Certain Defined Terms Sectian 1.01. Certain Defined Terms. Whenever used herein, the fallawing terms shall have the meanings indicated: Affiliate: An "Affiliate" as applied to. any person ar entity shall mean any ather persan or entity that, directly ar indirectly thraugh ane or mare intermediaries, cantrals, is cant rolled by, ar is under camman contral with such first persan ar entity. A persan ar entity shall be deemed to. cantral anather person or entity, far the purpases af this definitian, if such first persan ar entity passesses, directly ar indirectly, the pawer to. direct, ar cause the direction af, the day-taday management ar policies af such ather person ar entity, whether thraugh the awnership of vating securities, by cantract or atherwise. An entity shall nat be an Affiliate af a secand entity salely by virtue af its being a partner af ar ca-sharehalder with such secand entity, but may be an Affiliate af such second entity if other relationships exist which meet the requirements of this definition. Annual Rent: As defined in Section 3.02. Article: An Article af this Lease. Cammencement Date: As defined in Sectian 2.02 / Cantinuing Terminatian Optian: As defined in Section 15.06. CPI: The Consumer Price Index Far All Urban Consumers specif!ed for all items, U.S. City Average (1967=100) published by the Bureau of Labar Statistics of the United States Department af Labar; or, if such Index ar an official replacement thereof is not then in use, an index camparable thereto chasen by Tenant and reasonably satisfactory to Landlard. Existing Improvements: All buildings, structures and ather impravements located on the Land as af the date af this Lease. Landlard and Tenant acknowledge that as of the date hereof a parking lat is lacated an the Land. First Termination Option: As defined in Section 15.02. Faurth Termination Option: As defined in Sectian 15.05. HRA: As defined in Section 9.01. Improvements: The Existing Improvements and Tenant's Impravements. Initial Rent : As defined in Section 3.01. Land: The parcel of land located in dovyntown Hopkins, Minnesota, legally described on Exhibit A attached hereto, tagether with all easements, appurtenances and hereditaments thereunto belonging. SJB30076 HPllO-3B 2 SJB30076 HPllO-38 Landlord's Interest: Landlord's interest in this Lease and in the Premises. Lease: This Ground Lease. Leasehold Martgage: Any encumbrance af the interest af Tenant in this Lease and the Premises or any part thereaf as security far any indebtedness ar obligatian the Tenant may incur, whether by deed to secure debt, martgage, deed af trust, lease in a sale and leaseback transaction or other security instrument or arrangement, and all extensians, amendments, replacements, recastings and madifications af any of the foregoing. Leasehald Martgagee: The holder fram time to time af any Leasehald Martgage. Maximum Amaunt: An amaunt equal to $5,000,000.00 times a fractian, the numeratar of which is the CPI as af the most recent date priar to. the applicable effective date af any terminatian af this Lease, and the denaminatar of which is the CPI as af the mast recent date priar to. the Cammencement Date; but in no event shall the Maximum Amount be greater than $7,500,000.00. Occupants: All persan or entities holding rights to occupy space in the Improvements under Subleases with Tenant. Partial Taking: As defined in Sectian 12. 03 . Permitted Exceptians: The matters set forth an Exhibit B attached hereto. . Premises: The Land and the Improvements. Redevelaper: As defined in Section 9.01 . Secand Terminatian Optian: As defined in Section 15.03. Sectian: A Sectian of this Lease. Secured Financing: All indebtedness secured by any Leasehald Mart gage . Sublease: Any lease, sublease, license or other agreement with Tenant by which any person or entity is entitled to accupy space in the Improvements. Taking: As defined in Sectian 12.01. Taxes: As defined in Sectian 4.01. Tenant's Improvements:' All buildings, structures and other impravements of every kind and nature lacated on the Land from time to time, ather than the Existing Improvements. Term: As defined in Sectian 2.02. 3 / / SJB30076 HPllO-3B Termination Amount: An amount equal to the lesser af (i) the fair market value af the Premises as af the effective date of any termination af this Lease, as reasonably determined by the Landlord and the Tenant, or, if the Landlard and the Tenant cannat agree on such amount, such am aunt shall be determined by an appraisal pursuant to. SectionA15. 08, and (ii) the Maximum Amaunt. Third Terminatian Optian: As defined in sectian 15.04. Tatal Taking: As defined in Sectian 12.02. Wastes: Any pallutant, cantaminant, taxic ar hazardaus waste ar any ather material the release or dispasal af which is regulated by any law, regulatian, ardinance ar cade, ap.d any asbestas, urea farmaldehyde foam insulation ar PCB S. 4 ARTICLE II Demise; Term; Cavenants and Warranties of Landlord Sectian 2.01. Demise. The Landlard daes hereby lease and demise unto. the Tenant, and the Tenant daes hereby lease and hire fram the Landlard, the Land and the Existing Improvements far the Term, to. have and to. hald the Land and the Existing Impravements unto Tenant far the full term af this Lease, in accardance with the terms and pravisions of this Lease. Sectian 2.02. Term af Lease. The term of this Lease (the "Term") shall cammence on , 19 (the "Commencement Date"), and, unless saaner terminated as hereinafter pravided, shall continue thereafter far ninety-nine (99) years until midnight an the day af , 20_ Sectian 2.03. Estate af Landlord. The Landlard represents and warrants to. the Tenant that it has full right and lawful authority to. enter into. this Lease and that it is seized of fee simple title to the Premises, subject to the Permitted Exceptians. Sectian 2.04. Quiet Possession. The Tenant, upan performing and abserving the covenants to. be abserved and perfarmed by the Tenant under this Lease, shall peaceably hald, accupy and enjay the Premises during the term of this Lease (subject to. the Permitted Exceptions) without interference by the Landlard ar by any persan claiming by, through ar under the Landlord. Section 2.05. Warranties af Landlard. Landlord daes hereby warrant, represent and agree as fallaws as of the date af this Lease: (a) This Lease has been duly autharized and executed on behalf af the Landlord and canstitutes the valid and binding agreement af the Landlard, enforceable in accardance with its terms, and all necessary actian an the part af the Landlord to authorize the transactians herein cantemplated has been taken, and no further action is necessary for such purpase. (b) Landlard has nat engaged any broker or agent with respect to. this Lease. (c) The Landlord is nat a "foreign persan", as that term is defined in the Rules and Regulations pramulgated under the Agricultural Foreign Investment Disclasure Act af 1978, as amended, or in Sectian 1445 af the Internal Revenue Code, as amended, and is not required to. file any reports under said Acts and their supparting Rules and Regulations. Section 2.06. Warranties of Tenant. Tenant does hereby warrant, represent and agree as of the date of this Lease: (a) This Lease has been duly authorized and executed an behalf af the Tenant and constitutes the valid and binding agreement of the Tenant, enforceable in accardance with its terms, and all necessary action on the part ' af the Tenant to. authorize the transactions herein cantemplated has been taken, and no. further actian is nece?sary for such purpose. SJB30076 HPllO-38 5 SJB30076 HPllO-38 (b) Lease. Tenant has nat engaged any broker or agent with respect to this. 6 ARTICLE III Annual Rent Sectian 3.01. Initial Rent. Upan executian af this Lease, Tenant shall pay to. Landlard "Initial Rent" in the amaunt af $116.500. This Lease shall nat be binding upan the Landlard until payment af such Initial Rent has been received. Sectian 3.02. Annual Rent. In additian, Tenant shall pay to. Landlard, as rent far each calendar year ar partial calendar year during the Term ("Annual Rent"), One and na/l00s Dallar ($1.00). Sectian 3.03. Payment. Annual Rent far each full ar partial calendar year during the Term shall be payable in advance an the first day af , 19_, and an the first day af af each calendar year thereafter during the Term, at the affice af Landlard at ar at such ather address as Landlard may fram time to. time designate in writing to. Tenant. Sectian 3.04. Net Lease. This Lease is a net lease and the Annual Rent shall be paid withcut notice ar demand, and, unless atherwise expressly pravided in this Lease, withaut abatement, reductian ar affset. SJB30076 HPllO-38 7 ARTICLE IV Taxes; Assessments; Charges; Campliance With Law; and Liens Sectian 4.01. Taxes and Assessments. Subject to. the pravisians af Section 4.06 hereaf, Tenant shall discharge and pay all ad valarem taxes, assessments, impasts and charges that at any time during the term af this Lease are levied, assessed, charged ar impased upan the Premises (all ar any ane af which are herein referred to. as "Taxes"). Sectian 4.02. Chare;es. Subject to. the pravisians af Sectian 4.06 hereaf, Tenant shall pay all charges far all public ar private utility services, including, but nat limited to. water, sewer, gas, light, electricity, pawer and ather utility services (all ar any af which are herein referred to. as a "Charge") that are rendered with respect to. the Premises during the term of this Lease. Sectian 4.03. Campliance with Laws. Subject to. the pravisians af Sectian 4.06 hereaf, Tenant, at its sale cast and expense, shall camply with and cause the Premises to. camply with all valid federal, state, caunty and municipal laws, rules, arders, regulatians and ardinances affecting the Premises (all ar any ane af which are herein referred to. as the "Regulatian"). Sectian 4.04. Liens. Subject to. the pravisians af Sectian 4.06 and Sectian 11.01 hereaf, Tenant shall nat create ar permit to. be created ar to. remain, and, shall pramptly discharge, band ar transfer to. ather security, at its sale cast and expense, any lien (herein referred to. as a "Lien") upan the Premises arising by reasan af any labar, service ar material furnished ar claimed to. have been furnished to. Tenant far any canstructian by Tenant an all ar any part af the Premises. The existence af any Lien shall nat canstitute a vialatian af ar breach af cavenant with respect to. this Sectian 4.04 if payment is nat then due upan the cantract ar far the material ar services far which the Lien has been asserted. Sectian 4.05. General. Tenant shall furnish and deliver to. Landlard, within thirty (30) days after request therefar, receipts evidencing the payment af any Taxes ar Charge payable by Tenant under Sectian 4.01 and Sectian 4.02 hereaf. If any Taxes ar Charge may be paid in installments, Tenant shall be entitled to. pay such installments as they became due. Any Taxes far the years in which this Lease cammences and terminates shall be prarated between Landlard and Tenant as af the dates an which this Lease cammences ar terminates. Sectian 4.06. Permitted Cantests. Tenant, at its expense, may cantest (by apprapriate legal praceedings canducted in gaad faith and with due diligence) the amaunt, validity ar applicatian, in whale ar part, af any Taxes ar Charge referred to. in Sectian 4.01 and Sectian 4.02 hereaf, any Regulatian referred to. in Sectian 4.03 hereaf and any Lien referred to. in Sectian 4.04 hereaf, pravided that Tenant shall . give Landlard priar natice af such cantest. Landlard may hire separate caunsel to. represent Landlard in cannectian with such cantest. Tenant agrees that it will save Landlard harmless fram and against all lass , cast, and expense (including reasanable attarney's fees and expenses) in cannectian with such cantest, pay and discharge the amaunts which shall be determined to. be payable therein and camply with any Regulatian under which campliance is required. SJB30076 HPllO-38 8 Section 4.07. Taxes Payable by Landlard. Nathing can~ained herein ar elsewhere in this Lease shall be canstrued to. require Tenant to. pay any incame, estate, inheritance, successian, ar transfer tax af Landlard, ar any incame tax, sales tax, ar excess prafits tax upan the rental received by Landlard, ar any tax impased, levied ar assessed with respect to. ar because af the incame, appreciatian ar ather benefit derived by the Landlard fram ar by virtue af this Lease ar Landlard's interest in the Premises, all af which shall be paid by Landlard; pravided, hawever, that Landlard may, at its sale cast and expense, dispute and cantest any af the faregaing in gaad faith and with due diligence, and in such case such items need nat be paid until adjudged to. be valid. Upan being adjudged valid, Landlard may cantinue to. cantest same; hawever, Landlard shall then past band ar ather security equal to. that amaunt determined to. be due and awing in such adjudicatian, to. be applied by Landlard in satisfactian af such amaunt shauld such adjudicatian nat be reversed ar the cas~,tbe remanded far further praceedings upan terminatian af appeal. SJB30076 HPllO-38 9 ARTICLE V Use af the Premises Sectian 5.01. Use af the Premises. Tenant may use the Premises far any lawful purpase; pravided, hawever, that such use shall nat canstitute a public ar private nuisance ar waste. SJB30076 HPll0-38 10 ARTICLE VI Canstruction af Improvements; Repairs and Alteratians Sectian 6.01. Canstructian af Impravements. The Tenant, at all times during the Term af this Lease, shall have the unrestricted right, at any time and fram time to. time, to. rehabilitate, renavate, demalish ar atherwise alter all ar any partian af the Premises, and to. canstruct additianal buildings, structures and ather impravements an the Land, .at its sale cast and expense, as Tenant, in its sale discretian, shall fram time to. time determine. Tenant shall be entitled to. sell and retain the praceeds fram all furniture, fixtures and equipment which are to. be remaved fram the Premises in cannectian with any such demalitian, rehabilitatian, renavatian, alteratian ar new canstructian, and shall be entitled to. sell and retain the praceeds af any Impravements demalished or atherwise remaved fram the Land under this Sectian 6.01. Any canstructian ar ather wark perfarmed by the Tenant pursuant to. this Sectian 6.01 shall be in campliance with all applicable building co. des and ardinances. Sectian 6.02. Maintenance and Repair. Landlard shall nat be required to. rebuild any af the Impravements, ar to. make any repairs, replacements, alteratians, ar renewals af any nature or descriptian to. the Premises, whether interiar ar exteriar, ardinary ar extraardinary, structural ar nan-structural, fareseen ar unfareseen, ar to. inspect ar maintain the Premises in any way. Tenant hereby waives the right to. make repairs, replacements, renewals, ar restaratians at the expense af Landlard pursuant to. the pravisians af any gavernmental requirements. Sectian 6.03. Alteratians and Additians. Tenant shall have the right at any time to. make, at its expense, tenant impravements (directly ar by granting Occupants impravement allawances), additians to., alteratians and replacements af and substitutians far any Impravements ar part thereaf, including, but nat limited to., the demalitian af all ar any part thereaf (herein callectively ar singularly referred to. as an "Alteratian"), as Tenant, in its sale discretian, shall fram time to. time determine; pravided, hawever, that any Alteratian shall be perfarmed in a gaad warkmanlike manner and camply with the requirements af this Lease. Sectian 6.04. Inspectian by Landlard. Landlard ar its autharized representative may enter the Premises at all reasanable times far the purpase af inspecting the same. Landlord shall have no. abligatian ar duty to. make any such inspectian nar incur any liability far failure to. make such inspectian. SJB30076 HPllO-38 11 ARTICLE VII Insurance Sectian 7.01. Classes af Insurance. During the Term of this Lease, Tenant shall keep the Premises insured against the risks and hazards and with caverage in amaunts nat less than thase specified as fallaws: (a) Insurance with respect to. the Impravements against lass ar damage by fire and ather risks custamarily included under extended caverage palicies in a minimum amaunt necessary to. prevent (excluding applicable deductible amaunts) Landlard ar Tenant fram becaming a co.-insurer af any partial lass under the applicable nalicy; and (b) General public liability and praperty damage insurance cavering the legal liability af Landlard and Tenant against claims far any badily injury ar death af persans and far damage to. ar destructian af praperty accurring an the Premises and arising aut af the use ar accupatian af the Premises by Tenant in the minimum amaunts af Ten Millian and Na/100 Dallars ($10,000,000.00) far death ar badily injury, in cannectian with any single accurrence an Two. Millian and Na/100 Dallars ($2,000,000.00) in cannectian with claims far praperty damage. Nat less aften than every five years, Tenant shall increase ar decrease the amaunts af caverage as af the applicable date by multiplying the insurance amaunts in the preceding sentence by a fractian, the numeratar af which is the CPI as af the mast recent date priar to. the date af such calculatian, and the denaminatar af which is the CPI as af the mast recent date priar to. the Cammencement Date. Sectian 7.02. Requirements far Liability Palicy. The insurance reg,uired under Sectian 7.01 (b) shall be written by campanies af recagnized financial standing which are autharized to. do. insurance business in the state where the Premises are located; shall name Landlard as an additianal insured thereunder, and shall, to. the extent abtainable, pravide that no. cancellatian, reductian in amaunt ar material change in caverage thereaf shall be effective until at least ten (10) days after receipt by Landlard af natice hereaf. Tenant may abtain the insurance required under Sectian 7.01 (b) hereaf by endarsement to. its blanket insurance palicy, pravided that said palicy fulfills the requirements enumerated in this Sectian 7.02. Landlcrd shall nat abtain ar carry separate insurance cancurrent in caverage and cantributing in the event af lass with any insurance required to. be carried by Tenant under Sectian 7.01 (b) hereaf. Tenant shall deliver to. Landlard within sixty (60) days after the executian and delivery af this Lease certificates af the insurance required under Sectian 7 . 01 hereaf. sJtl30076 HPllO-38 12 ARTICLE VIII Ownership af Improvements Sectian 8.01. Title to. Impravements. The awnership af and title to. all Impravements and all machinery, equipment and trade fixtures naw ar hereafter canstructed, installed ar placed by Tenant upan the Premises and all alteratians thereto. when canstructed.. installed ar placed upan the Premises, shall, until the expiratian ar earlier terminatian af this Lease, be and remain in Tenant. Natwithstanding anything in this Lease to. the contrary, Tenant alane shall be entitled to. claim accelerated cast recavery, depreciatian, tax credits and all ather tax benefits far all taxatian purpases an, with respect to. ar arising aut af all Impravements, all machinery ,equipment and trade fixtures and all Alteratians naw ar hereafter canstructed, installed ar placed by Tenant upan the Premises. Sectian 8.02. Surrender. Upan the expiratian ar earlier terminatian af the Term, Tenant shall peaceably quit and surrender the Premises to. Landlard; pravided, hawever, that Tenant (and all Occupants) shall have the right, upan and at all times priar to the expiratian af the Term, to. remave fram the Premises all persanal praperty and trade fixtures placed ar installed by Tenant (ar such Occupants) therean, and Tenant shall pramptly at its expense repair ar restare all damage to. the Impravements caused by such remaval. SJB30076 HPllO-38 13 SJB30076 llPllO-38 ARTICLE IX Assignment; Subletting Sectian 9.01. Assignment. (a) Tenant's interest in this Lease shall be freely assignable, withaut Landlard's cansent, fram and after the Commencement Date. Landlard and Tenant acknawledge that (i) Tenant prapases to. assign its rights under this Lease to. the Housing and Redevelapment Autharity in and far the City af liapkins, Minnesata, a bady carparate and public (the "HRA"), and (il) the liRA subsequently propcses to. assign its rights under this Lease to. any persan ar entity with wham th~ HRA has entered into. a cantract far redevelapment af the Land ("Redevelaper"). (b) No. assignment which is permitted under this Secticn 9.01 shall in any way release ar relieve the Tenant af its abligatians ar liabilities under this Lease unless such release ar relief is specifically granted by the Landlard to. the Tenant in writing; provided, hawever, (i) upan the ariginal Tenant's assignment of its rights under this Lease to. the HRA, the ariginal Tenant shall be released fram all liability under this Lease (but nat its cbligatians under the Agreement), and (il) upan the HRA's assignment af its rights under this Lease to. Redevelaper, the HRA shall be released fram all liability under this Lease (but nat its abligatians, if any, under the Agreement) . Sectian 9.02. Subleases. (a) Tenant shall have the right, at any time and fram time to. time, to. enter into. Subleases af all ar any partian af the Premises withaut the cansent ar appraval af the Landlard. (b) No. Sublease which is permitted under this Sectian 9.02 shall in any way release ar relieve the Tenant af its abligatians ar liabilities under this Lease unless such release ar relief is specifically granted by the Landlard to. the Tenant in writing. 14 ARTICLE X Default Sectian 10.01. Default. The occurrence of any of the foUawing acts or events (herein referred to as a "Default") shall canstitute the anly events af default under this Lease: (a) The failure af Tenant to. make any payment of Annual Rent and such failure cantinues far a periad of thirty (30) days after Landlord shall have given Tenant and Leasehald Martgagee, if any, natice af such failure; ar (b) The failure af Tenant to. fulfill ar perfarm any af Tenant's cavenants (ather than the payment af Annual Rent), agreements ar obligatians under this Lease and such failure cantinues for a periad af thirty (30) days (or such langer periad, up to. a maximum af ninety (90) days, as may be necessary in the exercise af diligence) after Landlard shall have given Tenant and Leasehald Mortgagee, if any, notice of and specifying the nature of such failure .A Sectian 10.02. Rights af Landlord Upan Default. Upan the occurrence af any Default hereunder, Landlord, subject to. the rights of any Leasehold Martgagee under Article XI hereof, shall have the right, at its aptian, to. give Tenant notice pursuant to. Sectian 16.07 af the terminatian af this Lease as af the date specified in such natice af terminatian, which date shall not be less than thirty (30) days after the date of the receipt by Tenant of such natice of terminatian. On such terminatian date this Lease shall expire and terminate, unless prior to. such termination date, Tenant pays to Landlard all Annual Rent then due by Tenant under the Lease (together with interest therean at the Applicable Rate) and cures any ather Default then existing to the reasonable satisfactian af Landlord; provided, hawever, in the event the Default is af a character that requires additianal time in which to cure and Tenant has cammenced and is prasecuting with diligence said cure, the terminatian date specified in said notice shall be extended autamatically for the periad reasonably required to cure the Default ar ane hundred twenty (120) days fram the terminatian date specified in such natice whichever date shall first occur. SJB30076 HPllO-38 15 ARTICLE XI Martgaging the Leasehald Section 11.01. Right to. Martgage. Tenant shall have the right, at any time and fram time to time, in additian to. any other right pravided in this Lease, to encumber all af its right, title and interest under this Lease without Landlord's cansent or appraval under a Leasehold Mortgage, upon the conditian that all rights acquired under the Leasehold Martgage shall be subject to each af the cavenants, provisians and agreements set farth in this Lease and to all right, title and interest af the Landlard hereunder. Sectian 11.02. Right of Leasehold Mortgagee. In the event Tenant shall encumber this Lease with a Leasehald Mortgage and Leasehold Martgagee, as that term is herein defined, registers with Landlord by delivering to. Landlard a copy af the recarded Leasehald Martgage, tagether with natice specifying the name and address af Leasehald Mortgagee, Landlard agrees that, fram and after the date af receipt by Landlard af such notice and for sa long as such Leasehold Martgage shall remain unsatisfied af record, the following pravisions shall apply, pravided Leasehald Mortgagee is nat an Affiliate: (a) There shall be no cancellation, surrender ar amendment of this Lease by Landlard and Tenant, or either of them, withaut the priar written cansent of any Leasehold Mortgagee; pravided, however, that Landlard may exercise any and all af its rights described in Article Xv hereof without the cansent af any Leasehold Mortgagee. (b) Landlord, upon delivering to. Tenant any natice required to. be given to. Tenant by Landlard under this Lease, shall simultaneously deliver a capy af such natice to any Leasehold Martgagee. Leasehald Martgagee shall then have the same period as Tenant after receipt of notice to. remedy ar cause to be remedied the Default complained of and Landlord shall accept performance by ar at the instigation af any Leasehald Mortgagee as if it had been done ar perfarmed by Tenant. Leasehald Mortgagee shall have the right to enter upon the Premises for the purpose of remedying any such Default. Any notice required to be given to any Leasehold Mortgagee shall be in writing and be depasited in the United States mail, postage prepaid, certified, ar shall be delivered (with appropriate delivery fees prepaid) to an overnight delivery service (such as Federal Express) far next day delivery, in each instance addressed to. Leasehald Martgagee at the address and to. the attentian of the person designated to. Landlord by such Leasehald Martgagee to. receive capies of such notices and shall be deemed to. have been delivered as af the date said notice is actually received by Leasehold Martgagee. (c) In addition to. the rights granted to any Leasehold Martgagee under Section 11.02(b) hereof, any Leasehold Mortgagee shall have an additional period af thirty (30) days from the date such Leasehold Martgagee acquired the legal right to. effect such cure to remedy or cause to. be remedied any Default; pravided Leasehold Mortgagee shall reimburse Landlord, at the time of remedying the Default, for all reasonable and neces~ary, costs and expenses of Landlord in maintaining, pratecting and insuring the Premises during said additional period. SJB30076 HPllO-38 16 (d) In the event af any fareclasure ar cancellatian under any Leasehald Martgage either by judicial praceedings, under pawer af sale cantained therein, ar assignment in lieu af fareclasure ar cancellatian, all right, title and interest af Tenant under this Lease shall be assigned to. and vested in the purchaser at .such fareclasure (ar Leasehald Martgagee at such cancellatian) subject and subordinate to. the rights and title af Landlard hereunder. (e) The rights granted a Leasehald Martgagee under this Sectian 11 .02 shall extend to. any Leasehald Martgagee and shall be exercisable by each Leasehald Martgagee as to. any ane partian af the Premises in the arder af the respective priarity af its Leasehald Martgage, to. the exclusian af thase Leasehald Martgages juniar in priarity. (f) Any Leasehald Martgagee permitted under this Lease and any persan ar entity claiming by, thraugh ar under Leasehald Martgagee (ar by, thraugh ar under any persan or entity to. wham ar which Tenant's interest in the Premises was assigned ar transferred at fareclasure ar cancellatian ar by assignment in lieu thereaf) shall nat be liable ar respansible in any manner far any af Tenant's abligatians ar cavenants under this Lease unless and until such Leasehald Martgagee ar ather persan ar entity becames the awner af the leasehald estate af Tenant hereunder by fareclasure, cancellatian, assignment in lieu af fareclosure ar atherwise, in which event such Leasehald Martgagee ar ather persan ar entity shall be liable far the perfarmance during such awner's periad af awnership af such cavenants and abligatians and shall remain liable far such abligatians and cavenants anly sa lang as it remains the awner af said leasehald estate, and such liability shall be limited to. and enfarceable salely against such Leasehald Martgagee's (ar ather persan's ar en ti ty' s) in teres t in the Premises. Sectian 11.03. Ri~ht af Landlard to. Sell. Landlard may sell ar transfer "its fee interest in the Premises; pravided, hawever, that the sale ar transfer shall be made expressly subject and subardinate to. each and all af the terms, canditians, agreements and cavenants af this Lease and the rights af Tenant hereunder and any persan (including withaut limitatian a Leasehald Martgagee) claiming by, thraugh ar under the Tenant. SJB.30076 HPllO-38 17 ARTICLE XII Candemnatian Sectian 12.01. Taking. Any taking during the term af this Lease af any interest in the Premises as a result af the actual exercise af the pawer af candemnatian ar eminent damain by the United States ar any ather bady having such pawer ar any sale ar ather transfer af any such interest, in lieu af ar in anticipatian af the impending exercise af such pawer, to. any persan legally empawered to. exercise such pawer shall, far the purpases af this Lease, be herein referred to. as a "Taking." Sectian 12.02. Tatal Taking. In the event all af the premises ar such partian thereaf as makes, in Tenant's sale judgment, the residue af substantially no. cammercial value to. Tenant is subject to. a taking (hereinafter referred to. as a "Tatal Taking"), this Lease shall autamatically terminate an the date that title to. the Premises ar partian thereaf vests in the condemning autharity, and the Tenant shall receive the entire amaunt that may be awarded as damages as a result af such Tatal Taking ar far the value af any unexpired term af this Lease, tagether with any separate award made to. the Tenant far loss af business ar casts af relacatian. Sectian 12.03. Partial Taking. In the event that, subsequent to. a Taking, the residue af the Premises is af same cammercial value to. Tenant (hereinafter referred to. as a "Partial Taking"), the Annual Rent shall nat be reduced ar abated, and the Tenant shall receive the entire amaunt that may be awarded as damages as a result af such Partial Taking. Tenant shall, at its expense, make all necessary repairs to. the remaining Impravements to. the extent that Tenant deems it ecanomically feasible to. do. sa; pravided, that Tenant shall nat be required nar abligated to. expend any sums far such repairs in excess af the award made to. Tenant pursuant to. such Partial Taking. Sectian 12.04. Awards. Tenant and any Leasehald Martgagee may appear in any praceeding ar negatiatian with respect to. any Taking and may be represented therein by their respective caunsels. The caurt in any candemnatian praceeding, if nat prahibited by law, shall be requested by Tenant and any Leasehald Martgagee to. make separate awards to. Tenant and any Leasehald Martgagee in accardance with the principles af divisian set farth in this Article XII. This Article XII, to. the extent permitted by law, shall be canstrued as superseding any statutary pravisians naw in farce ar hereafter enacted cancerning candemnatian praceedings. Sectian 12.05. Leasehald Martgages. Natwithstanding any ather pravisian af this Article XII to. the cantrary, all awards paid to. the Tenant in cannectian with a Taking shall first be paid to. Leasehald Mortgagees who. are independent (af Tenant) third parties up to. that amaunt which is the lesser af (a) the tatal af all awards paid fa the Tenant in such Taking and (b) the amaunt necessary to. satisfy in full such Leasehald Martgagee' s Leasehald Martgage. I\. SJB30076 HPllO-38 18 ARTICLE XIII Damage ar Destructian Sectian 13.01. Tenant to. Give Natice. In the event af any damage to. ar destructian af any Impravements ar any part thereaf, Tenant will give written natice thereaf to. Landlard generally describing the nature and extent af such damage ar destructian. Sectian 13.02. Restaratian. In the event af any damage to. ar destructian af any Impravements ar any part thereaf, ather than a destructian af the Impravements resulting in the terminatian af this Lease pursuant to. Section 13.03 hereaf, Tenant shall, at its expense, cammence such restaratian ar replacement af the Impravements as Tenant shall deem advisable and shall, subject to. delays beyand the reasanable cantral af Tenant, prasecute any such restaratian ar replacement to. campletian with all reasanable dispatch. In all events, Tenant shall perfarm such wark after any damage ar destructian as is necessary to. render the Premises reasanably sightly and safe. Sectian 13.03. Destructian Near End af Term. In the event any damage to. ar destructian af any Impravements shall accur either (i) during the last ten (10) years af the Term af this Lease, ar (il) after Landlard natifies Tenant af its exercise af the First Terminatian Optian, the Secand Terminatian Optian, the Third Terminatian Optian, the Faurth Terminatian Optian ar the Cantinuing Terminatian Opticn, Tenant shall have the aptian to. terminate this Lease. In such event, (a) Tenant shall, if requested by Landlard within thirty (30) days af Tenant's natice af such terminatian, clear the Premises af all debris and all remaining partially destrayed impravements (but Tenant need nat expend an amaunt greater than the insurance praceeds actually received by Tenant, plus the amaunt af any deductible ar self-insurance maintained by Tenant), and (b) the amaunt by which the casualty insurance praceeds received by Tenant or any Leasehald martgagee an accaunt af any damage to. ar destructian af the impravements ar any part thereaf exceed the amaunts awed to. all Leasehald Martgagees and the casts incurred abtaining such praceeds shall be paid to. Tenant ar as Tenant may direct. Sectian 13.04. Destructian After Natice af Terminatian Fram Landlard. In the event any damage to. ar destructian af any Impravements shall accur after Landlard natifies Tenant af its exercise of the First Terminatian Opticn, the Secand Terminatian Optian, the Third Terminatian Optian, the Faurth Terminatian Optian ar the Cantinuing Terminatian Optian, which damage ar destructian materially impairs the use ar value af such Impravements, Tenant shall nat be permitted to. restare ar replace the Impravements. Tenant shall clear the Premises af all debris and all remaining partially destrayed Impravements. SJB30076 HPllO-38 19 ARTICLE XIV Landlard's Right to. Martgage Sectian 14.01. Landlard's Right to. Martgage. Landlard shall nat, during the Term, martgage ar encumber its right, title ar interest in ar to. the Premises ar any part thereaf ar any interest therein unless the martgagee shall agree to. be subardinate to. and to. be baund by and to. assume all the terms and canditians af this Lease upan any fareclasure ar deed in lieu thereaf. Any martgage ar encumbrance nat camplying with the faregaing shall be ineffective as an encumbrance ar lien an Landlard's interest in the Premises. Upan successian to. Landlard's interest in the Premises and under this Lease by any martgagee agreeing as set farth hereinabave ("Fee Martgagee"), such martgagee's liability hereunder shall be limited to. the value (as if unencumbered except by this Lease) af the interest af Landlord in the Premises. Sectian 14.02. Transfer by Landlard. Any sale, assignment, martgage, encumbrance, lien ar transfer by Landlard af its right, title or interest in .and to. the Premises, ar any partian thereaf ar interest therein shall be and shall be made expressly subject to. the pravisians, cavenants, terms and canditians af this Lease and the rights af Tenant hereunder and any persan (including withaut limitatian a Leasehald Martgagee) claiming by, through ar under Tenant. Upan the sale by Landlard af its entire fee interest in the Premises and in this Lease, the transferar Landlard shall be relieved af the abligatians af Landlard thereafter accruing and the transferee Landlard shall be liable therefar. Sectian 14.03. Transfer To. Tenant. If the Landlard cammences the use af the Prapertv (as defined in the Easement A~eement) as a light-rail transit carridar thraugh the City af Hapkins, MinnesataJ\then Landlard shalWransfer its interest in the Premises to. Tenant by quit claim dee<lJ\,within six (6) manths after the date that thp. LRndlord receives written notice from the City of Hop}>ins cont~j'oing a reasonable fi"pdine that lieht-rail transit is aperating aver the Praperty.. No. cash payment shall be due fram Tenant in cannectian with such transfer. SJB30076 HPllO-38 20 ARTICLE XV Landlard's Right af Terminatian Sectian 15.01. Landlard's Ri~ht to. Terminate the Lease. Pursuant to. the terms and canditians af this Lease, the Landlard shall have the right fram time to. time to. terminate this Lease priar to. the end af the Term far any public purpase. Sectian 15.02. The First Terminatian Optian. Landlard may, at its aptian, terminate this Lease (the "First Terminatian Optian") effective as af the last day af the manth af the twentieth (20th) anniversary af the Cammencement Date by camp lying with the fallawing requirements by the fallawing dates: (a) On ar befare the last day af the manth af the seventeenth (17th) anniversary af the Carnmencement Date, the Landlard shall natify the Tenant in writing af its desire to. terminate this Lease as af the effective date af the First Terminatian Optian, and (b) On ar befare the effective date af the First Terminatian Optian, the Landlard shall pay to. the Tenant the applicable Terminatian Amaunt. If Landlard fails to. make the payment described in Sectian 15.02 (b) an ar befare the date indicate therein, the First Terminatian Optian shall lapse and the Lease shall cantinue in full farce and effect. Sectian 15.03. The Secand Terminatian Optian. Landlard may, at its aptian, terminate this Lease (the "Secand Terminatian Optian") effective as af the last day af the manth af the twenty-fifth (25th) anniversary af the Cammencement Date by camplying with the fallawing requirements by the fallawing dates: (a) On ar befare the last day af the manth af the twenty-secand (22nd) anniversary af the Cammencement Date, the Landlard shall natify the Tenant in writing af its desire to. terminate this Lease as af the effective date af the Secand Termination Optian, and (b) On ar befare the effective date af the Secand Terminatian Optian, the Landlard shall pay to. the Tenant the applicable Terminatian Amaunt. If Landlard fails to. make the payment described in Sectian 15.03 (b) an ar befare the date indicate therein, the Second Terminatian Optian shall lapse and the Lease shall cantinue in full farce and effect. Sectian 15.04. The Third Terminatian Optian. Landlard may, at its aptian, terminate this Lease (the "Third Terminatian aptian") effective as af the last day af the manth af the thirtieth (30th) anniversary af the Cammencement Date by camplying with the fallawing requirements by the fallawing dates: (a) On ar before the last day af the manth af the twenty-seventh (27th) anniversary af the Cammencement Date, the Landlard shall natify the Tenant in writing af its desire to. terminate this Lease as af the effective date af the Third Terminatian Optian, and SJB30076 HPllO-38 21 (b) On ar befare the effective date af the Third Terminatian Option, the Landlard shall pay to. the Tenant the applicable Terminatian Amaunt. If Landlard fails to. make the payment described in Sectian 15.04 (b) an ar befare the date indicate therein, the Third Terminatian Optian shall lapse and the Lease shall cantinue in full farce and effect. Sectian 15.05. The Faurth Termination Optian. Landlard may, at its aptian, terminate this Lease (the "Faurth Terminatian Optian") effective as af the last day af the manth af the thirty-fifth (35th) anniversary af the Cammencement Date by camp lying with the fallawing requirements by the fallawing dates: (a) On ar befare the last day af the manth af the thirty-secand (32nd) anniversary af the Cammencement Date, the Landlard shall natify the Tenant in writing af its desire to. terminate this Lease as af the effective date af the Faurth Terminatian Optian, and (b) On ar befare the effective date af the Faurth Terminatian Optian, the Landlard shall pay to. the Tenant the applicable Terminatian Amaunt. If Landlard fails to. make the payment described in Sectian 15.05 (b) an ar befare the date indicate therein, the Faurth Terminatian Optian shall lapse and the Lease shall cantinue in full farce and effect. Sectian 15.06.. The Cantinuine; Terminatian Optian. Landlard may, at its aptian, terminate this Lease (the "Cantinuing Terminatian Optian") effective as af a day selected by the Landlard which is after the last day af the manth af the thirty-fifth (35th) anniversary af the Commencement Date by camplying with the fallawing requirements by the fallawing dates: (a) Landlard shall send a written natice to. the Tenant specifying a date (the "Terminatian Date") which is at least three (3) calendar years after the date af such natice an which the Landlard desires that this Lease terminate, .and (b) On ar befare the Termination Date, the Landlard shall pay to. the Tenant the applicable Terminatian Amaunt. If Landlard fails to. make the payment described in Sectian 15.06(b) an ar befare the Terminatian Date, the Cantinuing Terminatian Optian shall lapse and the Lease shall cantinue in full farce and effect. Such failure shall nat preclude Landlard from any subsequent exercise af the Cantinuing Terminatian Option. Sectian 15.07. Effect af Terminatian. Upan any terminatian af this Lease pursuant to. the First Terminatian Optian, the Secand Terminatian Optian, the Third Termination Optian, the Faurth Terminatian Optian, ar the Cantinuing Terminatian Optian, this Lease shall autamatically terminate, title to. the Land and the Impravements shall vest in the Landlard with no. claim thereto. by the Tenant, and neither party shall have any cantinuing rights hereunder. No. failure to. exercise any priar Termination Optian, and no. failure to. make any payment due under any priar Terminatian Optian, shall in ,any way inhibit ar impair Landlard's ability to. exercise any subsequent Terminatian Optian. . SJB30076 HPllO-38 22 Sectian 15.08. Appraisal. (a) If the parties hereto. are unable to. agree upan the fair market value af the Premises as af the effective date af any terminatian af this Lease, then at any time at the request af either party such questian shall be determined by appraisal, made by a baard cansisting af three reputable individuals who. have no. disqualifying interest (as hereinafter defined) and who. have experience in and who. are knawledgeable abaut the Minneapalis affice, retail and residential real estate market and who. have the designatian "MAl". One appraiser shall be appainted by Tenant ar its representative and the second appraiser shall be appainted by Landlard ar its representative. The third appraiser shall be appainted by the first two. appraisers. If the first two. appraisers are unable to. agree an a third appraiser within ten days after the appaintment af the secand appraiser, ar if either party refuses ar neglects to. appaintment an appraiser as herein pravided within ten days after the appaintment af the first appraiser, then such third appraiser ar such secand appraiser whase appaint was nat made as afaresaid shall be appainted by the then President af the Minnesata Chapter af the American Institute af Real Estate Appraisers ar such successar bcdy hereafter canstituted exercising similar functians, unless such President shall have a direct ar indirect financial ar other business interest in ar in camman with any af the parties hereto. ar with any af the first two. appraisers (herein referred to. as a "disqualifying interest"), in which case the third appraiser ar such ather appraiser whase appaintment was nat made as afaresaid shall be appcinted by the then next highest ranking afficer af the Minnesata Chapter af the American Institute af Real Estate Appraisers ar such successar bady who. shall nat have a disqualifying interest. If the determinations af at least two. af the appraisers shall be identical in amaunt, said amaunt shall be deemed to. resalve the questian. If the determinatians af all three appraisers shall be different in amaunt, the highest appraised value shall be averaged with the middle value (said average being hereinafter referred to. as "Sum A"), the lawest appraised value shall be averaged with the middle value (said average being hereinafter referred to. as "Sum B"), and the questian shall be resalved as fallaws: (i) If neither Sum A ar Sum B differs fram the middle appraised value by mare than ten percent (10%) af such middle appraised value, then the average af the three appraisals shall be deemed to. resalve the questian; (ii) If either Sum A ar Sum B (but nat bath af said sums) differs fram the middle appraised value by mare than ten percent (10%) af such middle appraised value, then the average af the middle appraised value and the appraised value clasest in amaunt to. said middle value shall be deemed to resalve the questian; and (ill) If bath Sum A and Sum B differ fram the middle appraised value by mare than ten percent (10%) af such middle appraised value, the appraisals shall have no. farce and effect, and the questian shall, unless the parties agree atherwise, be determined by a panel af three qualified individuals (nane af wham may have been a member af the Fair Market Value Baard whose determinatian is being redetermined) who. shall have no. disqualifying interest. Such panel shall be appainted by the then President af the Minnesata Chapter af the American Institute af Real Estate Appraisers ar such successar bady hereafter canstituted exercising similar functians, unless such President shall have a disqualifying interest, in which case the panel shall be appainted by the then next highest ranking afficer af the Minnesata Chapter af the American Institute af Real Estate Appraisers ar such successar bady hereafter SJB30076 HPllO-38 23 canstituted exercising similar functians who. shall nat have a disqualifying interest. (b) Written natice af resalutian af the questian as duly determined in accardance with the pravisians af Sectian 15. 08(a) shall be pramptly given to. the parties hereto. 0 Each party shall bear its awn expense in cannectian with the baard praceeding ar praceedings, except that the fees af the appraisers shall be barne eQuallvo.., SJB30076 HPllO-38 24 ARTICLE XVI Miscellaneous Sectian 16.01. Waiver. The failure af the Landlard to. insist upan the strict perfarmance by Tenant af any term, canditian ar cavenant an Tenant's part to. be perfarmed pursuant to. the terms af this Lease ar to. exercise any aptian, right, pawer ar remedy of Landlard cantained in this Lease shall nat be deemed nar canstrued as a waiver af such perfarmance ar relinquishment af such right naw ar subsequent hereto.. Sectian 16.02. Certificates af Gaad Standin~. Landlard and Tenant shall execute, acknawledge and deliver each to. the ather, within ten (10) days after request therefar, a written declaratian, in recardable farm, certifying (i) that this Lease is in full farce and effect withaut madificatian ar amendment af any kind (ar if there have been madificatians ar amendments that this Lease is in full farce and effect as madified ar amended and stating the madificatians), (il) the dates to. which Rent payable by Tenant hereunder has been paid, (ill) that no. natice has been received af any Default which has nat been cured and, to. the best af its knawledge and belief, no. Default exists (ar, if there has been natice af a Default, describing the same), .and (iv) such ather matters relating to. this Lease as the requesting party may reasanably request. The certificates af Landlard ar Tenant given pursuant to. this Sectian 16.02 may be relied up an by any praspective Leasehald Martgagee, any praspective Fee Martgagee, any praspective assignee af an interest under this Lease ar by a prospective sublessee ar purchaser af all ar any pcrtian af the Premises. Sectian 16.03. No. Mer~er af Title. There shall be no. merger af the leasehald estate created by this Lease with the fee estate in the Premises by reasan af the fact that the same persan may awn ar hald bath the leasehald estate created by this Lease and the fee estate in the Premises ar any interest therein and no. such merger shall accur unless and until all persans, including any Leasehald Martgagee, having any interest in the leasehald estate created by this Lease and the fee estate in the Premises shall jain in a written instrument effecting such merger and shall duly recard the same. Sectian 16.04. Madificatians Required by Leasehald Mart~a~ee. In the event a Leasehald Martgagee requires madificatians ar amendments to. this Lease (exclusive af ecanamic madificatians ar amendments), the Landlard shall execute such madificatians ar amendments required by said Leasehald Mortgagee, and Tenant shall reimburse Landlard far its reasanable aut-af-packet expenses in cannectian therewith. Sectian 16.05. Easements. Tenant shall be entitled and is hereby autharized to. enter into. such easements ar agreements with utility campanies which are required in arder to. pravide service to. any Impravements, which easements and agreements shall,be subardinate to. Landlard's interest in the Premises. In the event any utility campany desires that Landlard subardinate its interest in the Premises to. such' easement ar agreement, Landlard, if such agreements are appraved by it (whi'ch approval will nat be unreasanably withheld), shall cansent to. such agreements and subordinate its interest in the Premises thereto., all at Tenant's cast and expense. Landlard's appraval shall nat be deemed to. be unreasanably withheld if Landlard SJB30076 HPllO-38 25 refuses to. apprave any easement ar agreement which daes nat cantain a pravisian requiring the grantee thereaf to. relacate any easements at the request af the' Landlard and at the grantee's sale cast and expense. Sectian 16.06. Separability. Each and every cavenant and agreement cantained in this Lease shall be far any and all purpases hereaf canstrued as separate and independent and the breach af any cavenant by Landlard shall nat discharge ar relieve Tenant fram its abligatian to. perfarm each and every cavenant and agreement to. be perfarmed by Tenant under this Lease. All rights, pawers and remedies pravided herein may be exercised anly to. the extent that the exercise thereaf daes nat vialate applicable law and shall be limited to. the extent necessary to. render this Lease valid and enfarceable. If any term, pravisian ar cavenant af this Lease ar the applicatian thereaf to. any persan ar circumstance shall be held to. be invalid, illegal ar unenfarceable, the validity af the remainder af this Lease or the applicatian af such term, pravisian ar cavenant to. persans ar circumstances ather than thase to. which it is held invalid ar unenfarceable shall nat be affected thereby. Sectian 16.07. Natices, Demands and Other Instruments. All natices, demands, requests, cansents, and ather instruments required ar permitted to. be given pursuant to. the terms of this Lease shall be in writing and shall be given by first class registered arcertified United States Mail, return receipt requested, pastage prepaid, ar by avernight delivery service (such as Federal Express) far next day delivery with all delivery fees prepaid, addressed to. each party hereto. at the fallawing address: Landlard: Hennepin Caunty Regianal Railraad Autharity Tenant: The City af Hapkins, Minnesata ar at such ather address ar persan in the United States as Landlard ar Tenant may fram time to. time designate in writing and deliver to. the ather party. Any natice shall be effective upan receipt ar, if the pastal service leaves natice af attempted delivery, an the secand day after the date af such natice. Sectian 16.08. Successors and Assigns. Each and every cavenant, term, canditian and obligatian cantained in this Lease shall apply to. and be binding upan and inure to. the benefit or detriment af the respective legal representatives, successars and assigns af Landlard and Tenant. Whenever reference to. the parties hereto. is made in this lease, such reference shall be deemed to. include the legal representatives, successars and assigns af said party the same as if in each case expressed. The term "persan" when used in this Lease shall mean any natural persan, individual, carparatian, partnership, firm, trust, jaint venture, business assaciatian, syndicate, gavernment ar gavernmental arganizatialJ, ar -any ather entity. SJ'B30076 HPllO-38 26 Sectian 16.09. Headings. The headings to. the variaus sectians af this Lease have been inserted far purpases af reference anly and shall nat limit ar define the express terms and pravisians af this Lease. Sectian 16.10. Caunterparts. This Lease may be executed in any number af caunterparts, each af which is an ariginal, but all of which shall canstitute ane instrument. Section 16.11. Applicable Law. This Lease shall be canstrued under and enfarced in accardance with the laws af the State af Minnesata. Sectian 16.12. Exhibits. Exhibits A, B, C and D attached hereto. are by reference incarparated herein and made a part hereaf. Sectian 16.13. Entire Agreement; Amendments. This Lease sets farth the entire understanding and agreement af Landlard and Tenant with respect to. the Premises; all caurses af dealing, usage af trade and all priar representatians, pramises, understandings and agreements, whether aral ar written are superseded by and merged into. this Lease. No. madificatian af ar amendment to. this Lease shall be binding upan the Tenant and the Landlard unless in writing and signed by bath parties hereto.. Sectian 16.14. All Genders and Numbers Included. Whenever the singular ar plural number, ar masculine, feminine ar neuter gender is used in this Lease, it shall equally apply to., extend to. and include the ather. Sectian 16.15. Time is af Essence. All time limits stated in this Lease are af the essence. Sectian 16.16. Memarandum af Lease. This Lease shall nat be recarded in the public recards af Hennepin Caunty, Minnesata. Landlard and Tenant. shall, simultaneausly with the executian af this Lease, execute a Memarandum af Lease, in recardable farm and in farm and substance reasanably satisfactary to. the Tenant, wherein a legal descriptian af the Premises, the term af this Lease and certain ather terms and pravisians hereaf, excepting, hawever, the pravisians hereaf relating to. the amaunt af Annual Rent ar the amaunt af the Terminatian Amaunt payable hereunder, shall be set farth. The Memarandum af Lease shall be filed far recard in the Public Recards af Hennepin Caunty, Minnesata. Any and all recarding casts and dacumentary stamps ar tax, if any ,required in cannectian with the executian af this Lease and the recarding af the Memarandum af Lease shall be shared equally by Landlard and Tenant. Sectian 16.17. Hazardaus Wastes. Natwithstanding any ather pravisian af this Lease, the Tenant hereby agrees to. indemnify, defend and hald the Landlard harmless fram and against any claim, lass, abligatian, liability, damage (including withaut limitatian campensatary and punitive damages and the casts af remaval, remedial and respanse actians), deficiency, actian, judgment, cast and expense (including fees and expenses af caunsel) which the Landlard may incur ar suffer and which arise aut af (i) the presence af any Waste an the Premises at any time during the Term af this Lease; (il) any investigatian ar manitaring related to. such Waste; ar (ill) any remaval ar remediatian af such Waste ~ue to. any such presence, investigatian, manitaring, remaval ar remediatian af such Waste; and all actians, suits, praceedings, demands, assessments and judgments incident thereto. (including, withaut limitatian, any praceedings to. establish insurance caverage). SJB30076 HPll0-38 27 The pravlslans af this Sectian 16.17 shall survive the expiratian ar earlier terminatian af this Lease. Sectian 16.18. Waiver af Claims. Tenant hereby waives all claims, causes af actian and rights af recavery against Landlard, and its agents, afficers and emplayees, far any damage to. ar destructianaf persans, praperty ar business which shall accur an ar abaut the Premises and shall result fram any af the perils insurable under any palicies af insurance required to. be maintained under this Lease ar insured under any and all palicies af insurance actually maintained by Tenant, regardless af cause, including the negligence and intentianal wrangdaing af Landlard and its respective agents, afficers and emplayees; pravided, that this waiver shall be null and vaid to. the extent that any such insurance shall be invalidated by reasan af this waiver. Sectian 16.19. Relatianship af Parties. Anything in this Lease to. the cantrary natwithstanding, it is agreed that neither the Landlard nar the Tenant shall in any event be deemed to. be a partner ar engaged in a jaint venture with ar an assaciate af the ather party hereto., ar any party assaciated with such party in the canduct af its business ar atherwise, nar shall either party hereto. be liable far any debts incurred by the ather party in the canduct af its business. The relatianship af the Landlard and the Tenant as established by this Lease is that af landlard and tenant. Nane af the language ar terminalagy af this Lease shall be canstrued to. create any ather farm af relatianship between the Landlard and the Tenant. SJB30076 HPllO-38 28 IN WITNESS WHEREOF, the Landlard and the Tenant have caused these presents to. be executed as af the day and year first abave written. "LANDLORD" HENNEPIN COUNTY REGIONAL RAIL AUTHORITY By Its And by Its "TENANT" THE CITY OF HOPKINS , MINNESOTA By Its And by Its SJB30076 HPllO-38 29 The undersigned hereby executes this Lease far purpases af being baund by the pravisians af Sectian 12.06 hereaf. SJB30076 HPllO-38 THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA By Its And by Its 30 J ,1 EXHIBIT A Legal Descriptian af the Land That part af the Minneapalis and St. Lauis Railraad-Pacific Divisian railraad right-af-way, as shawn on the plat af "West Minneapalis Secand Divisian," an file ar af recard in the affice af the Caunty Recarder in and far Hennepin Caunty, Minnesata, which lies easterlyaf the westerly line af Black 66 in said plat (as extended acrass said right-af-way), and westerly af the easterly line af Black 66 in said plat (as extended acrass said right-af-way). 'f' SJB30076 HPllO-38 31 I' EXHIBIT B Permitted Exceptians 1. The lien af any real estate taxes ar installments af special assessments nat yet due and payable. 2. Easements, reservatians and restrictians af recard, if any. .~ SJB30076 HPllO-38 32 . , EXHIBIT C The Easement .~ SJB30076 HPllO-38 33 ><4 qo,J, tfi. EXHIBIT D The Agreement ."f' SJB30076 HPllO-38 34