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1982-06-28 Buffalo Clinic Lease . _, ��;����:.,�*;,,��.,����.... .. . �.r� - , . , THE � . � � ������ , r:..; - - �:E�lTRAL � .. � � �YSTEM • . h(ri Hf:OOK[3AlE TOWEFS•2R1U FIF(1'SF VE.ti I N AVENI:F \(?ft ff I •\htN,tiF,1P(il IS,�1(�:NESL)TA SSa 10•ir,l1+i74-7ri00 � .JIlIIE' �8, 1982 � ..� i I Gary J. f�leyer , . MEYER, ��LSON t�ND ��IILLER, LTll. I Attorneys at Law . 37�5 Narth �Iighway 52 � Robbinsc�ale, 1�linziesota 5542? - ��Ir. David J. Kenne�ly LI:FEVEFZ, LEFLER, I�I:,��N�,ll1`, . 0'BRIEN �:�1ll llIt44ti� - _ Room 2000 . � First Baa�.lc Place �1�est " �. _ i I�ii�ineapolis, ;vlinnesota 55�02 Re: Ttedical Of£i�c� Buildi��� Developmei�t. � Albertvil.:le, ��Iiru�esota ':. � , . _ . . _. , - - i GcntlE:meii: i ; �ttached for ��our rev�ie�a are tlle fo.11oc,�.ii�� ducizment5 relai:ca to tlic ribovc referen�c�i � transaction: i � 1. Lease between the City o.I: llll�ert�-i I_1e, M1i.r�nesotr.� aricl ISuEFt�Io CliJ�i�, 1'.-�. � - � 2. Assignment of Lease bet�veer� 13uffalo Clinic, P..'\. an�i 'I'tiac,r�t��-�ight 'I'en, � Inc. ; a si�bsidiary of EIe�.lth Central, Inr. � Upon corr�letioi� of your review, �i.ven the t.ime constraints this pra.�e�,t is under, � I believe it wou2d be �iiost e£ficic�iit to ax��anc;e a conference call or a meetin�; in � one of your :espect.ive offices to d:iscuss anv modifications to these c3octvrtents you i may require on beh�lf ot: your client. Please aclvise my ol�f.ice when yo�_a are ��repared . ' to disc.uss those matters. If, in tlle i�iterim yot� h�ive any c{izestions, c�o not hesitate to contact me. ' �rLTV tTUly' yOUT'S� � HEALTH CENPR�L, INL. �� � � � I Peter �a1i auer `` Corporate General Counsel .;:' � :, ` � - ; s, . � P`'��:pvd . , i cc: Carol Kiecker .Ji_Tn iliatt I C}Iarles r��o f �... . -..; . . �.. � . . . .. . _ . Di skette Na. fi4 , �� Drafted 6/ZC/82 ; Revised 6/26/82 _ LEASE � ,. , BETWEEN : , ;_ . :, ,_ , THE CITY OF ALBERTYILLE, MINNESOTA " AND BUFFALO CLINIC, P.A. , as Tenant . . . . . _ , . . ,.. , ; . ,. . ep�k... . . . . ' . � Dated , 1982 , . . . . _ .... _ � � . }� - �: � . � '. . ' F'.,:•,..�.�.'. � . . . .. . . . . . , . .'te; ::_ . .. . . . . . . . . . . ;F. 4' 4 l - � 'I:. . � . . .. . .. � . � � . .. �- .. . LEASE THIS LEASE dated as of , i982, between the City of Albertville, i�innesota, a Minnesota municipal corporation, called herefn � the City, and Buffalo Clinic, P.A. , a corporation formed and existing under Minnesota Sta�tutes, Chap�er 319, called herein Tenndnt, WITNESSE7H: That the City deinis�es and leases �o the Tenant and the Tenant leases from the Ctty the Project herein described, for a term cummencing as of the date of this lease and extending to the City, with option of renewal unless sooner terminated as herein provided� and at the �entals and upon the further terms and conditions her��in set for�h; and that the City and the Tenant, each in con- sideration of the representatives, covenants and agr�ements of the ather as set forth herein, mutually represent, covenan� and ag�ee as fallows: ARTICLE I ._ � ,_ , .. Defini'tinns and Exhibits -� Section 1.01. Definitions. (1) Authorizing Resolution: the resolution entitled °Resolution Authorizing the Issuance, �ixing The For�� And Details, And Providing For Payment of $ General Obligation Bonds of 1982" adopted by the City Council on ; (2) Bonds: t�he $ General 4bligation Bonds of 1982 to be issued by the City pursuant to the Authorizing Resolution, and any additional bonds issued to complete the Project; - (3) Contractor: the , awarded a cantract by the City to construct the Project in accordance with the Plans and Specifications, - and any successors; (4) Facilities Fund: the fund so designated in the Authorizing Resolution, established to account for all moneys received or disbursed by the City with ' respect to its municipal and related facili�ies. (5) Completion Date: th� date on which the Project Supervisor certifies the completion and suitability of the Project in accordance with Section 3.04; (6} Capital Expendi�ues Account: the account in the Facilities Fund so designated in the Authorizing Reso�ution, to which the net proceeds of the Bonds are appropriated; (7) Cost: the sum of the cost items enumerated in Article 3.02; (8) Lease: this Lease, dated , 198?_, including any amendment�ierleof .or supp]ement hereto; ' ` _1_ �} F _�-,� � �,.. .. .. ,.,,._"� t ._ .- . . ):� (9) Net Proceeds: with respe�t ta ar�y insurance prooeeds or condem- nation awarci��he gross pro�eeds remaining therefran .after payment of all expen- ses incurred xn the collectfon thereof; {10) Permitted Encumbrances: this Lease and, as of any particular t�me: (a) liens for taxes not then delinyuent, (b) utility, access and other easements and rights-of-way, restric- , tions and exceptio�s that an independent engineer certifies will not interfere with �r impair th� operation of the Project (ar, if it is not being operated, the operations fior which �it was designed or last • modified) , �� (c) any mechanic' s, laborer' s, materiaaman' s, supplier' s or vendor' s lien or right in respect thereof if payment is not yet due under the contract in question; (11) Plans and Specifications: the plans and specifications for the . furnishing, cons racti.on an �ns allation on the Project site of buildings, improvements, and equipmenC to be included in the Praject, which are now on file in the affices of the City, together with such modifications thereof an� additions thereto as are reasonably determined to be n�cessary or desirable for the completion of the Project as contemplated by this Lease, and are fiied with the Ci ty; (12� Pro�ect: (a) the lands, easements and other rights described in Exhfbit A, (b) tf►e buildings, improvements and equipment to be acquired, constructed and installed thereon and therein in accordance with the Plans and Specifications, (c} all other buildings, structures, improvements, access roads and utilities and other facilities which may be constructed for the Project and all equipment of a capital nature which may be lacated permanently or acquired for use exciusively an or in the Praject in order to complete it as required in Section 3.01, and (d} all additions to and substitutions for any of the faregoing which may be made as permitted or required by this Lease, all equpment from time to time located on or in the lands or buildings being presumed to be a part of the Project unless identified by tags or other symbols affixed thereto as property of the Tenant not included. in the Project as provided in Section 5.09, except that - (e) any of the foregoing which may be released or taken by eminent domain as authorized or contemplated by this Lease shall no longer constitute a part of the Project; (13l Project Supervisor: , o inneapo �s, Minnesota, professional architects, who shall have full authority to sign any certificate Qr statement of any kind authorized by this Lease to be given by the Project Supervisor to the City, which may rely -2- ` on any certificate or statement so signed as that of the Pro�ect Supervisor and shall not be affected by any notice to the contrary; provided that in the .event the original Project Supervisar, or any successors appointed hereunder, should become unavailable or unable to take any �ction or make any certificate provided for in this Lease, a successor shall be appoint�d by the City; (14) Bond Account: the account in the Facilities Fund so designated in the Aut�ior�z—'ingl�esolution, from which the princTpal and interest on the �. Bonds is payable; (15) Tenant: Buffalo Clinic, P.A. , its successars and assigns, and any surviving,resu-lting or transferee corporation which may assume its obligations in accordance with the provisions of this Lease; and (161 City: the City of Albertville, Wright County, Minnesota, or any successor municipal" corporation. Section 1.02. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease; (a) Exhibit A: legal description of the Project site; (b) Exhibit B: Bond principal and interest amortization requirernents. ARTICLE 2 Repesentations ;. Section 2.01. Representations by the City. The City makes the following representations as the basis for its covenants herein: 41) The City has good and marketable title to the Project site described in Exhibit A, and hds access to the Frojeet site. - (2) The Ci ty wi 11 , duri ng the term of thi s Lease and so 1 ong as Tenant is not in default hereunder, take a17 actions necessary to provide the Tenant with quiet title, possession and enjcyment of the Project; (3) The City has caused Plans and Specifications for the Project to be prepared, has advertised for bids foN the construction and completion of the Project, and has entered ir�to a contract for the construction and completion of the Project all of which have been approved by the Tenant; `3+ ..�..,.�......,..<. .�,..._,, .�.._„ .. ..__ - �,..:w.,,,:�,_..w.._....._._.. - (4) The City has specifi�d in the caclstruction contract a completion date for the PrQ�ect of , 19 , has obtained a bond f ro�n the Contractor guaranteeing full and compelte performance of the construc- tion contract by him, has specified in the construction contract a guaranteed �aximum canstruction price and a bond insuring such performance, and has pro- vided for liquidated damages in tF�e amount of $ per day far each day past , 19 during which th� Project is not completed due to the ,.,�. , Ccrntractor's fault; � (5) The City has not made, done, executed or suffered, and warrants that i� will not make, do exe�ute or suffer, any act or thi�g to occur vrhereby its title to the Project site described Zn Exh�ibit A, or its interest in any of the buildings, improvements or equipment naW or hereafter included in the Project, shal l or may be impa i red or charged or encumhered in any manner what- soever except by Permitted �r�cumbrances; _ (6) The has authorized and sold its $ General Qbligation Bonds of 1982, dated , to finance the Cost of the Project; and the City will , aft�er exectuion of this Lease, issue the Bonds to the purchaser thereof and deposit the Bond proceeds in the Capital Expenditures Account and will use them, except the amount approPriated to establish the reserve for the payment of the Bonds in the Reserve Account, to pay the Cost of the Project incTudii�g interest to accrue on the Bonds to , 19 ; (7) The City estimates that the proceeds of the Bonds will be sufficient to pay the Cost of the Project, but if necessary, ft will use its best efforts to issue additionai General Obligation Bonds in an amount needed to pay the Cost of the Project in excess of the proceeds of the bonds to be depasited in the Capital Expenditures Account, upon execution of a suppler�ental lease agreement providing for the payment of rentals sufficient to pay all principal and interest coming due on such bonds; (8) The City is authorized by Minnesota Statutes, Chapters , t� take all actions described in this Section 2.01 and to enter into this Lease Agr�ement, and the Gity Council has properly authorized all such actions; w � Section 2.02. Representatians by Tenant. : " , ° � ` The Tenant herein makes the follow�ng repcesentations as the basis for its covenants herein: (1) The Tenant is a corporation duly organized and existing under the laws of the S�ate of Minnesotas is authorized to conduct �usiness in MiFlnesota, has power to enter into this Lease, and proper corporate action has authorized the , execution and delivery of this Lease; (2) The execution and delivery of this Lease, the consummation of the tran- sactions contemplated hereby, and the fulfiliment of the terms and conditions ` hereof do not and will not conflict with or resu]t in a breach of any of the ��' ' terms Qr conditions of any corporate restriction or of any agree�ent or instru- " ment to which the Tenant is now a party, and do not and will not constitute a -9- < .n;' . �'-��.`, F.� . ' ' '... ' - _ - . _ . - ' default under any of the foregoin�, or result in tt�e creation of imposition of - any lien, charge or encumbrance of any natwre upon any of the propert� or assets of the Tenant contrary to the terms of any instr�anent or agreement; - (3) The leasing of the Praject by the City will induce the Tenant and its members to continue to provide medical services to the residents of the City and the surrounding area, and wf11 better enable them to provide such services; (4) The Tenant will aperate the Project for the purposes specifi�d in paragraph (31 from the time of th� completion thereof to the expiration of the term or the earlier termination of this Lease as provided herein; (5) The Tenant does nat rely on any warranty of the City, either express or implied, except as provided in this Lease. - ART I C LE 3 ; CanQletion of Pro�ect Section 3.01. Constructian by City. � The City agr�es that it will : (1) Cause the Proj ect to be constructed, acquired and installed in accor- dance with the Plans and Specificatians, and all laws, ordinances, rules and regulations of any governmental agency applicable thereto, in�luding modifica- tions and additions, if any, ordered as contemplated in Section 2.U1, said construction to be wholly within the boundary lines of the Project site describEd in Exhibit A; and {Z) Subject to the provisions of Section 3.05, complete the Project as promptly as practicable with ail reasonable dispatch, in any event on or before , except only as completion may be delayed by strikes, riots, or acts of God or the publie enemy beyond �he reasonable control of the City or the Cantracor, provided that if the Praj ect is not completed by that date, there shall be no resulting liability on the part of the Ci ty and no abatement or diminuti on i n the rental s requi red to be pai d by the Tenant under Article A. Section 3.02. Payment of Cost by City. The City agrees that it will provide any and all money required for the prompt and full payment of the Cost of the Project, incl uding all of the following items: (1) All expenses incurred and to be incurred in connection with the acquisition and leasing of the Project, including but not limited to the price of the Project site describe in Fxhibit A, and of all rights-of-way for access and utility connections to and from the Praject; -5- �:. : s ?' . . . .. - ' _. . , .. _ . . • (2) The expense of preparat�on of the P]ans and Specif�ications for the Pro�ect, including utilities and all other facilities necessary or desirable in connection therewith, and of all other architectural , engineering and super- visory services incurred and to be incurred in the pla�ning, construction and completion of the Project; (3) All legal , abstracters' , financial and accounting fees and expenses, ''`�� � ' �rinting and engraving costs and other expenses incurred by the City and Tenant in connection with the establishment �f title to the Project site, the authori2ation, sale and issuance of the Bonds, and the preparation of this Lease, and all other documents. (4) Premiums on all insurance requir�d to be taken out and maintained during the period befare the Completion Date under Section 3.06, to the extent that such premiums ar2 not paid by the Contractor; (5) The cantract price af ail labor, services, materials, supplies and equipment furnished under all contracts far construction in accordance with the Pians and Specifications; (6} All expenses incurred in seeking �o enforce any remedy against any - Contractor, the surety, or any subcontractor in respect of a�y default under any - contract for construction or �quiprrtent of the Pro�ect. (7) The cost of ali other labor, services, materials, supplies and equi�me.nt necessary to complete the construction, acquisition and installation of the Project; and (8) All interest accruing on the Bonds to Completion Date. Section 3.03 Issuance of Bonds. The City has author�ied the issuance and contracted for the sale of the Bonds to finance the construction of the Project as described in Section 4 2.01, and the Tenant has approved the terms of the sale of the Bonds. �orthwith upon the execution and recording of this Lease or as soon thereafter as � practicable, the City will then cause the proceeds to be credited to its Facilities Fund in accordance with the terms o�' the Authorizing Resolution. Section 3.04. Establishment of Completion Date. The Completion Date shall be that date on which a certificate signed by the Project Supervisor is filed with the City stating that the construction, acquisition and installation co�nprising the Project have been c�mpleted in ' accordance with the Plans and Specifications and that a Certificate df Occupancy has been deiivered by the local governmental agency having jurisdiciton over the Project. Section 3.5. Enforcement of Contract and Surety Bonds. Ir� the event of default of any contractor or subcontractar under any contract made in connection with the Project, or in the event af a breach of _6_ , -; . • warranty with respect to any materials, workmanship or performance, the City will promptly proceed, whether separately nr i� conjunction �rith others, to exhaust its remedies against the contractar or subcontractor in default and against each surety or� a bond securing the performance of such cont.ract. The City will promptly advise the Tenant af the steps it intends to take in con- nec tion with any such default. The Tenant may in the name of the City or in its ; aan name prosecute or defend any action or proceeding or take any other action -� involving any such contractor, subcontractor or surety which the Tenant on the , ;.: � advice of its caunsel deems reasonably necessary, and in such event the City - will cooperate fully with the Tenant and will take all action necessary to effect the substitution of the Tenant for the City in any such action or proceedinq. Any amounts recovered by way af damages, refunds, adj ustments or otherwise in connection with the foregoing after deduction of expenses incurred in such recovery, shall be paid into the Capital Expenditures Account if received befor� the Completion Date, and atherwise shall be paid into the Bond Account. � - � Section 3.06. Property Insurance. The City will procure ar cause contractors ta procure builders' risk . insurance to be maintained. continuously �n effect unt11 the Completion Date. _ Tenant will procure insurance and continuously maintain it ir� effect from the Completion Date to the expiration or eariier termination of the term of the Lease, to the extent of the full insurable vaiue of the Pro�ect, other than _ building foundations, against loss frorn or damage by vandalism and fire, with a uniform standard extended coverage endorsement limited only as may be provided � in the standard form of extended coverage endorsement at the time in use in � . Minnesota. In time of war in which the United States of Arnerica is belligerent, the Tenant will procure and maintain continuously in effect such insurance as may be avaitable from the United States of America, to the extent of the full insurable value of the Proj ect and insuring against loss thereof or damage thEreto from the risks and hazards of war, if such insurance is then generally carried by owners of industrial plants in Minnesota. Al1 policies evidencing insurance required in this section shall be carried in the names of the Tenant and the City as their respective interests m�r appear, and they may be written with a reasonable deductible amount as recommended by an insurance consultant familiar with such matters. The Ne� Proeeeds of Insurance required by this sec- tion shall be applied as provided in Section b.�l. Section 3.07.. Use and Occupancy Insurance. The Tenant shall procure, at its own expense, insurance guaranteeing the payment to it of amounts equal to any rentals which the Tenant is nqt required to pay due to damage or destruction of the Project as provided in Section b.01 or condemnation of the Proj ect as pr�vided inSection b.02. The proceeds of such insurance shall be deposited in the Bond Accaunt to the extent needed to replace rents payable by the Tenant which are abated under Sections 6.01 and 6.02. -7- ;', _ : " , ... : .. :. . _�: . ., . - ` . ' � ARTICLE 4 ., , Use, Occupancy and Rentals Section 4.01. Possession and Use. - _ The City delivers to the Tenant as of the Completion Date, ar an earlier date mutually agreed on, sole and exclusive possession of the Project, sub�ect to the right of the City to enter thereon as contemplated in Article 9, or for the purpose of inspection, and covenar�ts and agrees that it will not take any action other tha!� pursuant to Rrticte 9 to prevent the Tenant from having quiet and peaceable possession and enjoyment of the Project during the term of this Lease, and will , at the re�est and expense of the , secure such possessain and enjoyment. The Tenant accepts possession of the Project on the Completian Qate or such earlier date. Its right of possession sha11 continue until or until the Lease is ter- � , minated as �rovided herein. The Tenant shall have the right to use the Project throughout the term for the furnishing of .medical services to the residents of the City and the surrounding area, and for all purposes related or incidental to ' these purposes, and to accomplish the purposes sp�cified in the Authorizing `''� Resol ution. Section 4.D2. Basic Rent. Subj ect to the Tenant' s right of prepaymeht granted in Section 8.03, the Tenant agrees to pay as basic rent for the Project on the first day of each month, canmencing on , and continuing throughout the t�rm of this Lease, an amount equal to one-twelfth of the total sum of all princi�al and interest to become due within the then next succeeding twelve full calendar months on the Bonds as indicated in Exhibit B; provided that such transfers shall not be required to meet interest payments for which bond proceeds are appropriated in the Authorizing Resolution. All payments of basic rent shall be made directly to the City and shall be deposited in the Bond Account. This Lease is a net lease, and the City shal� be under no obligation to operate, maintain, replace or improve the Project or pay the cost thereof except as herein provided, but shall be entitled to receive the basic rent hereunder on an absolute net basis, and such rent shall not be subject to abatement except as . provided in Section 6.01, 6.02 and 8.03. The dates and amounts of principal and interest payments due on the Bonds are set forth in Exhbiit B. - Sectian 4.03. Additional Rent. ` The Tenant agrees to pay the following items to the following persons as additionai rent under �this Lease: (1) To the County Treasurer of Wright Caunty, and ta any other governmental official authorized by law to collect ad valorem taxes (not special assessments) -8- -:;. �. levi�d on the Project or on the privilege of using the same, the full amount of ` all such taxes due and payab�e durinQ th� term of this l.ease, incTudin� those coming due on ; (2) To each public or private person, firm or corporation furnishing util - ity service for the Project, when due and payabte during the term of this `'A,; Lease, all fees, charges and rentals for such service; (3) To each public or private person, firm or corporation providing insurance, all premiums on insurance carried by Tenant pursuant to Section 3.0& and �. 3.07, from the Completion Date to the expiration or earlier ter��i�atio� of the term of the Lease; ' '`' (4) To the City, all reasonable expenses incurred by it in relation to the Project which are �iot otherwise required to be paid by the Tenant under the terms of this Lease, provided that the Tenant shall have given written approval to the incurr9ng of such expenses; (5j To the City, the amount of all advances of funds ►nade by it under the provisions of SEction 5.08, with interest thereon at the rate of ten percent � (10%) per anr�um from the dat8 of each adaance. Section 4.04. Tenant's Obligatons Unconditional . _ All basic and additional rent and al1 other payments reyuired of the Tenant hereunder, whether as a pu�chase price from the Project or a part thereof or otherwise, shall be paid commencing on the Completion D�te without notice or demand and without setoff, counterclaim, abatement, deduction or defense except as provided in Sections 6.01 6.02 and 8.03. Section 4.05. Tenant's Remedies. Nothing contained in this Article shall be construed to release the City from the performance of any of its agreements in this Lease, and if the City should fail. to perfor�n any such agreement, the Tenant may institute such _ action against the City as the Tenant deem necessary to compel the performance or to recover damages for nonperformance, sQ long as such action shall not violate the Tenant's agreements in Section 4.04. The Tenant may at its own cost and expense, and in its own name or in the name of the City, prosecute or defend ., any action or proceeding against third parties or take any other action which the Tenant deems reasonabiy necessary in order to insure the construction, equipping and completion of the Project and to secure or protect its right of possession, occupancy and use thereof under ti�is Lease. In this event, the . City agrees to cooperate fuliy with the Tenant, and to take all action n�cessary to effect the substitution of the Tenant for the City in aray such action or pro- ceedirrg if the Tenant shall so request. ARTICLE 5 . Use and Maintenance, Modifications, Taxes and Insurance -9- , . . . _ � ... . _ ?�.� F . . - .. . \ . . .. . . . . ;l' . � . . . Section 5.01. Use and Maintenance. During the Lease term, the Tenant will utilize the Project to the extent and so long as reasonably feasible for the furnishing of �nedic.al services to the residents of the City and the surr�unding area; and wi11 at its own expense keep _ the Project and all parts thereof in good operating condition and in as saf2 condition as jts operations will reasonably permit, making all ordinary repairs thereof which may be necessary for this purpose. Section 5.02. Modifications. - The Tenant may from time to time, after approval by the City Council , make any additions, modifications or improvements to the Project, located wholly within the boandary lines of the Project site described in Exhibit A, that it may deem desirable for the purposes described in Section 5.01 and that do not adversely affect the structural integrity of any building. All additions, modi- ficatians and irnprovements made by the Tenant shall become a part of the Project and the property of the Ci ty. Section5.03. Liens. The Tenant will not permit any mechanics` or other liens to be filed or established or to remain against the Project for labor or materials furnished in connection with any additions, modifications, improvements, repairs, renewals or replacements made by it, except as expressly authorized herein; provided, that i f the Tenant sha11 fi rst noti fy the Ci ty of i ts i ntenti an so to do, i t may in good faith contest any mechanics' or other liens filed or established and in such event may permit the items contested to remain undischarged and unsat- isfied during the period of such contest and any appeal therefrom. The City will coopera�e fully with the Tenant in any such contest, provided that the Tenant shall undertake to pay all casts and expenses incurred by the City and to indemnify the City and save it harmless against any risks, claims or liabilities arising out of such contest. .�' Section 5.04. Removal of Leased Equipment. The Tenant may �^equest the City to furnish additional eguipment for the operation of the Project, or to replace equipment supplied by the City which has become inadequate, obsolete, worn out or unsuitable, but the City shall have no obligation to furnish or replace such equiptnent. The Tenant will not remove or permit the remavat of any equipment furnished by the City without its approval , except in accordance with the provisions of this sectian. In any instance where the Tenant in its sound discretion determines that any item of such equipment has become inadequate, obsolete, worn out or unsuitable for the operation of the Project, the Tenant may remove and deliver it to the City and substitute and install other equipment. The Tenant will pay all casts of such removal and substitution and repair all damage to existing buildings or structures resulting therefrom. All sub stituted equipment shall be free of all liens and enc�nbrances, other than Permitted Encumbrances. -10- :: �1 PF . � . � . � .. � ' Sectian 5.09. Installation af Tenant` s Eguipment. The Tenant may at any time and from time to time, in its sale dis�retion and at its own expense, install items of movabl� machinery and equipment in or upon the land, buildings and structures comprising the Project, in addition to that needed for completion and operation of the Project to the extent and in the manner required in Sections 3.01 and 5.01 af this Lease, which items shall be identified by tags or other symbols affixed thereto as property of the Tenant not included in the Proj ect. All such ite►ns so identified shall remain the sale property of the Tenant, in which the City shall have no interest, and may ;; ; be modified or removed by the Tenant at any time while it is not in default hereunder, provided that the Tenant shall repair and restore any and a11 damage to the Proj ec t resul ti ng from the i nstal l ati on, modi fi cati on or removal af any such items. Nothing in this Lease shall prevent the Tenant from purchasing items to be installed pursuant to this section under a conditional sale or - lease-purchase cantract, or subject to a vendor' s lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no - such lien or security interest shall attach to any part of the Praject. The Tenant will promptly pay when due the purchase price and all costs and expenses of the acquisition and installation of each item installed by it pursu�ant to this section. AR7ICLE 6 . - � Damage, Destruction and Condemnation Section 6.01. Damage and Destruction. (a) If while any of the Bonds remain outstanding the Project is partially destroyed or is damaged by fire or other casualty, to such extent that the claim for loss resulting therefrom is not greater than $5,000, the Tenant will promptly repair, rebuild and restore the property damaged or destroyed to substantially the same condition as existed before the event causing the damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as inay be desired by the Tenant and as will not impair the operating unity, productive capacity or value of the Proj ect, and will be suitable for continued operation of the Project for the purposes specified in this Lease, and the Tenant will pay the costs thereof and be entitled to retain all proceeds of insurance paid in respect of such claim. (b) If while any of the Bonds remain outstanding, the Project is destroyed in whole or in part or is damaged by fire or other casualty to such extent that the claim for loss resulting therefr�mm exceeds $5,000, the Tenant sha11 promptly give written notice thereof to the City. The Tenant will proceed within a period of one year from date of damage, to repair, rebuild and restore the pro- perty damaged or destroyed to substantially the same condition as existed before the event causing the damage or destruction, with such changes, alterations and . modifications (including the substitution and addition of other pr�perty) as � may be desired by the Tenant and as will not impair the operating unity, productive capacity or value of the Project for the purposes specified in this Lease. Before the work is undertaken the Tenant shall cause plans and specificat3ons therefore to be prepared and reviewed by the City, and shall apply so much as may be necessary of the insurance proceeds received -12- l . _ '�!<� ��' .. . . . f. .... .. � . . . . . � . , . ... . ' . � . t : ." . . . � . . . . . . ' .-... . ... . . . - .. . . . t; by it to payment of the costs of such repair, rebuilding or restoration. If the insurance proceeds are not sufficient to pay s�ch costs in full , the Tenant . - will nonetheless complete the same and will pay that portion of the cost thereof in excess of the amount of the proe:eeds. (c) Any ba7ance of insurance proceeds remaining after payment of all costs of any repair, rebuilding or restoration shall be and remains the property of the Tenant. (d) Notwithstanding the pruvisions of paragraphs (a) , (b) , and (c) , if the Project is destroyed in whole or in part so as t� make the Project in the opin- ion of Tenant unsuitable for the use for which it is intended, upon request by the Tenant, the City, at its election, shall pay its share of any insurance pro- ceeds to which it is entitied into the Bond Account if the amount ther�of pius any amount on hand in the Bond Account and any amount then to be depasited in the Bond Account by the Tenant will be sufficient to discharge all obligations of the City under the Authorizing Resoluti�n. The Tenant shall not have the option given to it under this paragraph if it is in default under this Lease. Section 6.02. Condemnation. (a) If, while any of the Bonds remain outstanding, the Project or any part thereof is taken by eminent domain by any gavernmental body or by any person, firm or corporation acting under governr�ental authority, the award for the interests of the City and the Tenant in any award rnade in such praceedings shall be applied in one or more of the ways described in this Section 6.02. (b) The City will promptly, so far as possible, repair, rebuild and restore the Project and all parts th�reof to substantially the same can- dition as existed before the taking, with such changes, alterations and modifi- cations (including the substitution and addition of other property) as rnay be desired by the Tenant and will not decrease the operating unity, productive capacity or value of the Project, and will be suitable for continued operation of the Project for the purposes specified in this Lease. So far as possible the City will acquire such adjacent land in lieu of that taken as s�ay be needed for sucl� restoration and requested in writing by the Tenant. So much of the award as may be necessary shall be applied to the payment of the cost of � acquisition of the land. Before the work of restoration is undertaken, the City shall cause plans and specifications to be prepa�ed and reviewed by the Tenant. So much of the award as ►nay be necessary shal ] be appiied to the payment of the costs of such restoration. If the award is not sufficient to pay such costs in full , including the cost of any additional land r2quired, th� City will nevertheless complete the same and wili pay that portion of the cost in excess of the amount of the award. -13- . , , �._.. . ._ . .r......�. .. � (c) Al1 land, buildings, improvements and equipment acquired in the restoration of the Project shall be deemed a part. thereof and available for use and occupancy by the Tenant without the payment of any rents other than those provided in Article 4, to the same extent as if they had bee� specifically described and demised in this Lease; provided that if the City is required to issue additional �ands to finance improvements or restoration required by Sections 6.01 or 6.02 the Tenant will enter into a supplemental iease providing for the payment af additionaT rent sufficient to pay the principal of and _ interest on said bonds, if in the apinion of bond counsel such supplemental lease is required as a condition of the issuance of such bonds. (d) If any balance of the award shall remain after restoration of the Project in accordance with the plans and spetifications, such balance shall be paid into the Bond Account and used for payment of principal of and interest on the bonds. (e) The City will cooperate fully with the Tenant in the handling and conduct of an,y prospeetive ar pending condemnation proceedings affecting the Project or any part thereof and will , to. the extent it may lawfully do so, per- mit th� Tenant to litigate in any such proceeding in the name and on behalf of the City. In no event will the City voluntarily settle or consent to th� settlement of any such condemnation proceeding the written consent of the Tenant. (f) The proceeds of any condemnation award made for damages on account of the interference with Tenant's rights under this Lease or Tenant's business shall be the property of the Tenant. (g) Notwithstanding the provisions of paragraphs �a) through (f) , if due to the taking in condemnation the Project is, in the Tenant's opinion, �lnsuitable f or the use for which it is intended, upon request by the Tenant the City sha11 pay the proceeds of the condemnation award into the Bond Account if the amount thereof plus any amount on hand in the Bond Account and any amount tv then be deposited in the 8ond Account by the Tenant will be sufficient to discharge all obligaiions of the City under the Authorizing Resolution. (h) If all or part of the Project is taicen in condemnation and as � result ' the Proj�ct is rendered unusable or unsuitable for the purposes for which it is ,=z= - intended, and the City cecetves proceeds of any condemnation award or settlement paid as compensation for the period during which the Projert is - usuable or �nsuitable, the Tenant shall be entitled to abatement of the basic . rent payable under Section 4.02 in an amount equai ta such proceeds, for this period with respect �o which such proceeds are payd. ARTICl.E 7 Tenant's Covenants Section 7.01 Covenants for Benefit of Holders of Bonds. The Tenant recognizes the autl�arity of the City to pledge all basic rent receivable under this Lease for the security and payment of the . -14- � princ3pal of and interest on the Sands. Each of the terms and prov�sions of this Lease is a cavenant for the use and benefit of the holders of the Bonds, so long as any thereof shall remain outstanding; bu� upan payment in full of the Bonds, all references in this Lease to the 8onds shali be ineffect�ve, and the holder of any of the Bonds shall thereafter have no rights hereunder, save the except those that shall have theretofore vested. Section 7.02. Inspection and Access. The Tenant agrees that the City and its duly authorixed agents shall have the right at all reasonable times to exam�ne and inspect and for that purpose to . enter upon the Project, and shall also have such rights of access thereto as may be reasonably necessary ta cause the construction and installation thereof to be ca►�pieted as provided in Article 3 and ta cause the Project to be properly main- tained in accordance with Article 5. Sectoin 7.03. Indemnity. The Tenant will pay, and will protect, indemnify and save the City harmless frorn and against all liabilities, losses, damages, costs, expenses ( including reasonable attorneys' fees an� expenses of the Tenant and the City) , causes of action, suits, claims, demands and judgments of any nature arising fr�m: (1? Any injury �Co or death of any person or damage to property in or upon the Project or growing out of or connected with the use, non-use , condition or occupancy of the Projec t or a part thereof, after the Completion Date, except � for losses caused by the negligence of the City, its agents or contractors; (2) Violatian of any agreement or condition of this Lease by Tenant; (3) Violation of any contrac t, agreement or restriction which shall have existed at the commencement of the term of this Lease and shall have been approved by the Tenant; and (4) Violation of any law, ordinance or regula�ion affecting the Project or a part thereof or the ownership occupancy or use thereof, except as occassioned :•� by the City. Section 7.04. Continuing Existence and Q�alification. The Tenant is and throughout the term of the l.ease will remain duly qualified to do business as a corporatian in Minnesota, and will maintain its corporate existence, will not dissolve or otherwise dispose of all or substan- _ tially all of its assets, ar�d will not consolidate with or merge into another corporation or permit any other corporation to consolidate with or merge into it unless the surviving, resulting or transferee corporat�on, as the case may be, if other than the Tenant, assumes in writing all of the obligations of the Tenant under this Lease, and has a net worth at least equal to that of the Tenant as of the date of such cansolidation or merger, and is duly qualified to do business in Minnesota. ,;; -15- �. . ., . . , : .., _;. ' Section 7.05. h4aintenance of Securit� Interests. , : . � � � On or before January 15 in each calendar year tommencing after the . Completion Date, arrd so long as any Bonds re�nain outstanding under the ,. :� • Authorizing Resolution, the Tenant will fil� with the C�ty a certificate describing, as of December 31 immediateiy preceding, each item of tangible per- sanal property, nat describec+ in a previous similar certificate, which has been added to the Project by the Tenant, whether as a substitutfon or replacement or otherwise, and whether or not, when added, it became part of the real estate, and, ff so requested by the City within fifteen (15} days after filing such cer- tificate with them, an opinion of independent �ounsel , to the effect that all ' steps requisite to perfection Qf the security interests of the City in and to such property have been taken. All such opinions shall specify the f�rtk�er refilings and rener�als required in order to contin��e perfection of such security interests for so long as any Bonds remain outstanding. The Tenant will execute `',�:; ' all instruments, including financing statements, deemed necessary or advisable in the opinion of independent counsel for perfection of and continuance of the _l�' perfection of the respective security interests as aforesaid. However, all obligations of the Tenant. under this Sectjon 7.05 are subject to the conditions that the City shall execute all instruments, including financing statements, requir�d of it in the opinion oS` independent counsel , and will file and record ' all such instruments executed by the Tenant and the City or cause them to be filed and recorded, and sha11 continue the liens of all such instruments by appropriate refiling and re-recording as specified in the opinions Qf indepen- Y dent counsel , or cause them to be so continued, for so long as any Bonds shall remain outstanding. Sectior 7.60. Surrender of Project. Except as otherwise provided in this Lease, at the expiration or earlier termination of the term hereof, the Tenant will surrender possession of the , Project to the City peaceably and promptly and in as good condition as at the commencement of the term of this Lease, loss by fire or other casualty to the extent covered by insurance and ordinary wear, tear and obsolescence oniy excepted. ARTICLE 8 Tenant's Options Section 8.01. Assign�uent ar�d Sublease. The Tenant may assign this Lease and may sublease the Project in whole ar in '. part, but only wit� the prior consent of the City Council which shall not be unreasonably withheld, and subject to each of the following conditions: _ (1) No assignment or sublease shall relieve �he Tenant from primary ]iabi- 1 ity for al l rents ac�d other payments �ue and for the perforrnance of al l oti�er obligations requfred under this Lease provided the City may agree, in its sole and unqualified discretion, to release �he Tenant when in the City's best i nterest to do so; (2) No assignment or subTease shall subject the interest payable on the _ Bonds in the hands of persons other than the Tenant or "related persons" to the United States income taxes; ��_ . .,'j. . . � . . . (3). Any assignee of this Lease and any sublessee of all or substantially • all of the Project shall expressly assume the obligations of the Tenant hereunder, by instru�ent delivered to the City; and � (4) Within t�irty (3fl) days after the delivery of any assignment or sublease the Tertant shaTl deliver to the Gity a, true and complete copy thereof. Section 8.02. P�epa�rnent of Rents and Bonds. �:�`;: The Tenant may at any time prepay all or any part of the basic r�ent payable under Section 4.02. As long as any of the Bonds remain outstanding such pre- payment shall be deposited in the Bond Accaunt. ;�- Section 8.43, Abatement of Basic Rent. - At any time the aggregate amount of the basic rent paid by the Tenant to the City, plus the p�oceeds of the Bonds on hand iri the Bond Account, is equal �o `��� ' t he total amount of al l pri nci pal and i nterest to corne due on the bonds fro« to , or an earlier date under which the Bonds rnay be called for redemption, �h�n the Tenant shall be entitled to use and occupy the Project from the date on which such basic rents are in the hands of the City until the expiration af the term of this Lease or its earlier termination u�der `��` the provisions hereof, without the payment of additional basic rent but other- " wise on the terms and conditions herein set forth. Section 8.04. Termination or Retirement of Bonds. At any time when the conditions specified in Section 8.03 for the abaternent af basic rent then exist and arrangements satisfactory to the City I�ave been made f�r the payment or discharge of all other accrued liabilities under this Lease, the Tenant �nay at its option terminate this Lease by giving written notice thereof to the City. Section 8.05. Tenant's Option to Purchase. (1) The City grants to the Tenant the right and option, exercisable at any . time during the term of this Lease, provided that the Tenant is not then in de- fault hereunder, to purchase the Project at a price which, invested as provided in paragraph (2) of this Section, will provide funds sufficient to pay: {a) The a�gregate principal amount of the Bonds issued by the City with r�spect to the Project which are then outstanding. (b) Plus unpaid interest accrued and to accrue on each Bond to maturity or, if prepayable, to the earliest date on which it may be called for redemption, and any premium. (c) Plus all expenses reasonabiy incurred and to be incurred in connect�on with and prior to the retirement of the Bonds, including all compensation and expenses of paying agerits, any escrow agents and reasonable attorneys's fe�s. -17- • (2) The purchase price shall be invested in securities which are direct obligations of the United States producing, as verified by the report of an independent certified public accountant fil�d with the City, payments of - interest and maturing principal at the times an� at least in the amounts required to pay the principal or redemption price of all of the Bonds when due and payable, at maturity or at a designated prior redemption date, with accrued interest; with such restrictions, if any, on the yield of said Govern�nent Obligations as may be required in the opinion of independent bond counsel , to assure the continued exemption of the purchase price shall be the amount required to purchase such ObTigations, plus the cash amount required to pay all expenses re�erred to in paragraph {1) (2) of this Section which are not Government Qbligations. The purchase price:shall be deposited with d suitable banking institution having corporate trust powers, as escrow agent, in trust for ttie payment of all amounts referred to in paragraph (1) . Notice shall be duly ` � given of the .redemption of any Bonds which are to be redeemed before maturity, `' in accordance with the provisions of the instruments authorizing such Bonds, respectively. 3enant shall secure and deliver to the City the opinion of inde- pendent bond counsel with reference to the. Bonds to be retired in this manner, stating that (t ) by the giving of such notice and the deposit of said funds the pledges, covenants, agreements and other obligations securing the Bonds, as set forth in the instruments authorizing their issuance, respectively, have been duly satisifed and discharged; and (ii ) the Bonds are no longer outstanding _ thereunder, and the holders� may enforce payment of the Bonds and interest and redemption premium, if any, thereon solely from the funds so deposited; and (iii ) the deposit of such funds and the ca11 of such Bonds for redemption, if reasonably anticipated at the respective dates of the issuance thereof, would not have caused the Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, anci the regulations thereunder as presently proposed and as they may hereafter be adopted and amended. Upon the deposit of said funds, the giving of notice of redemption and the delivery of the legal opinion herein specified, all of which are conditions procedent to the exercise of the purchase option, the City shall execute «nd deliver a quit claim deed conveying title to the Project and all improv!nents thereon to the Tenant and the Tenant's obligations under the Lease shall cease and terminate. ARTICLE 9 Events of Default and Remedies Section 9.01. Events of Defai�lt. Any on or more of the following,events is an Event of Default under this Lease: (1) If the Tenant sha11 fail �o pay any basic rent reyuired under Section 4.02 an or before the date that the payment is �iue, or within ten (1�} days <�� ' after mailing of a notice to it by the City that it has not been received on the �>;;, �<<, due date. . (2) If the Tenant sha11 fail to observe and perform any other covenant, condition or agreement on its part under this Lease for a period of thirty (30) days after written notice, specifying such default and requestiny that it be remedied, given to the Tenant by the City, unless the C�ty shall agree in writing to an extension of such time prior to its expiration, or for such ionger ,:; ''�:<��. , � . period as may be reasonably necessary� to remedy such default provided that the Tenant .is proceeding witM reasonable diligence to remedy the same. (3) If the Tenant shall file a pet#tion in bankruptcy or fqr reorganization or for an arrangement pursaan� to any present or future federal bankruptcy act or under any similar federal or state law, or shali be adjudicated a bankrupt or insolvent, or shall make an assigrxnent for the benefit of its creditors or sftall admit in writing its inability to pay its �ebts generally as they become due, or ,� " if a petition or answer praposjng the 'adjudication of the Tenant as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shail be filed in any court and such petition or answer shall not be discharged or denied within 90 days �fter the filing thereof, or a receiver, trustee or liquidatar of the Tenant or of the Project shall be appointed in any proceeding brought against tMe Tenant and shall nat be discharged within 90 days after such appointment or if the Tenant shall consent to or acguiesce in such appointment, or if the estate or interest of the Tenant in the Proj ect or a part thereof shall be levied upon or attached in any pro- ceeding and such process shall not be vaca�ed or discharged within 60 days after such levy or attachment, or the Project shall be ]eft unoccupied by the Tenant for a period of 60 conse�utive days, or the charter^ of the Tenant shali expire or be annulled or the Tenant shall be dissolved or liquidated (other than as a result of a merger or consoiidation of the Tenant into or with another eor- poration under the conditions permitting such actions contained in Section 7.04) . Section 9.02. City' s Remedies. Whenever any Event of Default referred to in Section 9.01 shall have hap- pened and be subsisting, any one or more of the following remedial steps may be taken after written notice mailed to the Tenant at least ten days prior thereto: (t) The City may, at its option, declare all installments of basic rent payabl e under Secti on 4.02 for the remai nder of the term of thi s Lease to be immediately due and payable, whereupon the same shall become immediately due and payabl e by the Tenant; (2) The City may re-enter and take possession of the Project without ter- mination of this Lease, and use its best efforts to subleas� the Projec t for the aecount of the Tenant, holding the Tenant liable for the difference in the rent and other amounts payable by the sublease and rents and other amounts payable by the Tenant hereunder; (3) The City may terminate the term of this Lease, exclude the Tenant from possession of the Project, and use its best efforts t.o lease the Pro�ect to another for the account of the Tenant, hoiding the Tenant liable for all rent - and other payments due up to the effe�tive date of such leasing; (4) The City may require the Tenant to furnish copies of ail books and records of the Tenant pertaining to the Lease; I5) The City may take whatever action at law or in equity may appear necessary or appropriate to collect the rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Tenant under this agreement. -19- :�. - ::�n.:�::: _ . Section 9.03. Disposition of �vnds. � Any amaunts collected �ursuant ��►ction taken under Section 9.02 shall be paid into the 8ond Account. ar�d app] i�in accordance with the provisions hereof. : �; .�,. �::�.a_::� Section 9.04. Manner of Exercis�: No remedy her�in conferred upon'�r'eserved to the City is intended to be exclusive of any other available rem�dy or remedies, but each and every such remedy shall be cumulative and shal?=-�be i� addition to every other remedy given under this Lease or now or hereafter�'�istjng at law or in equity by statute. No delay or omission to exercise an�_��ht or power accruing upon any default shall impair any such right or power:'�`"shall be construed to be a waiver thereaf, but any such right and por�e,�Y be exercised frorn time to time and as often as may be deemed expedient. � order to entitle the City to exercise any remedy res�rved to ft in this Article, �t shall not be necessary to give any - notice, other thar► such notice as m herein expressly required. y ' ,`�"� +z,: Seetion 9.Q5. Attorneys' Fees�xpenses. - •� -�� In the event either party shoul�=��ault under any of the provisions of this Lease and the other party should emp��;attorneys or incure other expenses for the collectian of rent or the enforcement of perform ance of any obligation or _ agreement an the part of the defaul�;party, the defaulting party will on demand pay to the other party the r��e`nabl e fee of such attorneys and such other expenses so incurred. ::�;'��� F" �-�.<''.�.:' .. Section 9.06. Effect of Waiver�, y� In the event any agreement cont�d in this Lease should be breached by either party an� thereafter waived � other party, such waiver sha11 be limited to the particular breach so waived and shall not be de�med to waive any other breach hereunder. � � � Section 9.07. Waiver of Stay or��n LaWs. The Tenant covenants (to the ex#��that it may lawfully do so) that it will not at any tirne insist upon, or ple = r in any manner whatsoever clai�n or take the benefit or advantage of, any st_� or extension law wherever enacted, now or at any time hereafter in force, whi' yy affect the covenants or the perfor- mance of this Lease; and the Tenant�_; ;.the extent that it may lawfully do so) hereby expressly waives ali benefit or advantage of any such law, and covenants that it will not hinder, de3ay �r impede the execution of any power herein granted to the City though no such law had been enacted. ``��':=; A�-iE 10 � �^fS�:nu-.. _<:'itEi's:;- . ,K�erat ,:`��. �:�:�::. <<�:- Secti on 10.01. Noti ces. ��-;-�=-�- - +`�� All notices, certificates or other communications her�eunder shall be suf- � � �.: ,. ; : � , _ ` , ficiently given a:nd shall be deemed given when ►nailed Dy certified or registered mail , postage prepaid, return receipt requested, with proper address as indi- cated below. The City and the Tenant may, by written notice given by each to the other, designate any address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Lease. Until otherwise provided by the respective parties, all notices, cer- tificates and communications to each of them shall be addressed as follaws: To the Ci ty: To the Tenant: . Section 10.02. Binding Effect. This Lease sha11 inure to the benefit af and shall be binding upon the C�ty and the Tenant and their respective successors and assigns. Section 10.03. Severability. In the event any provisi�n of this agreement sha11 be held invalid or unen- forceable by any court of competent jurisdiction, such holding shall not invali- date or render unenforceable any other provision hereof. Section 10.04. Execution Counterparts. This Lease may be simultaneously executed in several counterparts, each of ,y�' which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the City and the Tenant have caused this Lease to be executed in their respective corporate names and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written. In the Presence of: CITY - By Attest: And By Attest: (SEAL) in the Presence of: TENANT By _ Attest: _ , STATE OF MINNESOTA ) ) ss. , COUNTY OF WRIGHT ) On this day of , 1982, before me, a notary public in and for saia county an state, persona y appeared and , to me persona y <nown and nown to�.�'o be t e same persons o execute t e within and foregoing instru��ent, who, being by me duly sworn, did depose, acknowledge and say: That they reside in , Minnesota; that they are respec- tively the Mayor an �ty er o t e � y of Albertville, Minnesota, the incorporated municipality described in and which executed in the foregoing instrument; that they know the seal of said City, and that the seal affixed ta said instrument is the seal of said City; that said instrument was signed and sealed on behalf of said City by authority of its governing body; and they acicnowledged the execution of said instrument to be the voluntary ac� and deed of said City by its voluntarily executed. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of , 1982. o�ta ry u �c — My commission espires , 1982 (NOTARIAL SEAL? , . Diskette No. 64 Drafted 6/28/82 ' ASSIGNNtENT OF LEASE - THIS AGREEMENT, entered into this day of by and between Buffalo Clinic, P.A. , a Minnesota corporation ` Assignar" �and82� Twenty-Eight Ten, Inc. , a Minnesota corporation ("Assignee") � WITNESSETH: WNEREAS, Assignor, �s Tenant therein, has entered into a Lease dated day of , 1982, with the City of Albertville Minnesota as owner and lessor therein "City") , a copy of which Lease is attached hereto as Exhibit I and made a part hereof, by which Lease said Assignor has leased f rom the City a certain medical office building and underlying land described therein {referred to in said Lease and herein as "the Project"), located in the City of Aibertville, Caunty of Wright, State of Minnesota, far a term of years; and WHEREAS, Assignor desires to assign and Assignee desires to assume the rights, duties and liabilities of Tenant under and pursuant to said Lease. NOW, TNEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: (1) Assignar does hereby grant, convey and assign to Assigr�ee the Lease described above effective as of the date of this Agreement. Without limiting the generality of the foregoing, such assignment in�ludes Assignor's right and option ta purchase the Project as set forth in said Lease. (2) Assignee hereby assumes all rights and duties required of Assignor under the terms of the Lease, includin all nants with Assignor that it shall comp9y withaallntermsquconditions�andn�covove- nants of the Lease on the part of Assignor to be performed. (3) Assignee hereby further covenants and warrants to Assignor that Assignee will indemnify and hold harmless the Assignor from all manners of �uits, actions, damages, charges and expenses, including reasonable attorneys' fees , that the Assignor may sustain by reason of the Assignee's failure to pay the rent reserved in said Lease o� by reason of Assignee's breacti of any of the terms, conditions, a�d covenants of the Lease hereby assigned. (4) The Assignee agrees that the obligations herein assumed by Assignee shall inure jointly and s�verally to the Rssignor and the City. IN WITNESS WHEREOF, the parties have caused the5e present to be exe- cuted as of the day and year first entered above. BUFFALO CLINIC, P.A. sy Its TWENTY-EIGHT TEN, INC. n.. , , _ , : i,. . , : , .,._ _ � . ,, , ,. ; .. . , , ..: : , , �-, . . .... . � ,.., � . �:�,, - � CONSENT TO ASSIGNMENT AND � - � WAIVER OF ASSIGP�OR' S CONTINUING LIABILITY The Buffalo Clinic, P.A. and the City of Albertville, Minnesota, are, respectively, Tenant and Landlord on that Lease between said parties dated the day of , 1982, for that medical office building situated in the City of Albertville, County of Wright, State of Minnesota, more fully described on the attached Exhibit A and made part hereof ("the Lease"}. The undersigneci, City of Albertville, Minneso�a, is the owner and landlord of the Project referred to in the Lease and as such does hereby consent to the attached Assignment of Lease between Buffalo Clinic, P.A, and Twenty-Eight Ten, Inc. Assignur and Assignee, respectively, dated the day of , i982. In consenting to this Assignment, the City does hereby agree to waive its right to the continuing obligatian of Rssignor as the prirnary obligee on the terms, conditions, covenants and obligations of said Lease as contemplated by Section 8.01 (i } of the Lease. CITY OF ALBERTVILLE, MINNESOTA BY _ ���____ __.�._ Its By - - Its ` , GUARANTEE OF HEALTH CENTRAL , INC. In consideration of the execution conter�poraneously herewith by �uffal� Clinic, P.A. ("the .Assignor") of a certain Assignment of Lease for that Lea�e between the Assignor and the City of Albertville, Mir�nesota, dated day of , 1982, and, as to the City of Albertville, Minnesota ("the City' , in consideraton of the execution contempora�iiausly herewith by the City of certain Cor�sent to Assignment and Waiver of Assignor's Continuing Liability, the undersign�d, Health Central , Inc. , does, on behalf of its wholly owned sub- sidiary, Twenty-Eight Ten, Inc. , hereby guarantee unto the Assignor and the City the full , complete and faithful performance of the obligations assumed by Twenty-Eight Ten, Inc. in the Assign�nent and underlying Lease. This Guarantee shall remain in full force and effect throughout the term of said Assignr�ent. IN wITNESS WHEREOF, the guarantor has caused these pr�sents to be exe- cuted this day of , 1982. HEALTH CFNTRAL, INC. By Its F - • STATE OF MINNESQTA ) ) ss CQUNTY OF WRIGHT ) On this day of ,1982, before me, a Notary Public within and for said County, personal ap'peare7' and , of Bu�To�T nic,�.A. , to me personally known : to e t e persons escr��3in and who executed the foregoing instrument, who, being by me duly sworn, did say that they executed the foregoing instrument as their free act and deed for t�e purposes therein expressed. otary u ic (Notarial Seal )