Ground Lease

GROUND LEASE
by and between
STATE OF MINNESOTA, BY AND THROUGH
MINNESOTA STATE COLLEGES & UNIVERSITIES
ON BEHALF OF [CAMPUS]
And
____________________
with
LESSEE TO CONSTRUCT IMPROVEMENTS
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(WHK Ground Lease Doc 06.11.09)
INDEX
Section 1
Section 2
Section 3
Section 4
Section 5
Section 6
Section 7
Section 8
Section 9
Section 10
Section 11
Section 12
Section 13
Section 14
Section 15
Section 16
Section 17
Section 18
Section 19
Section 20
Section 21
Section 22
Section 23
Section 24
Section 25
Section 26
Section 27
Section 28
Section 29
Section 30
Defined Terms.
Leased Property.
Lease Term.
Rent.
Title to Leased Property.
Condition of Leased Property.
Covenant of Quiet Enjoyment.
Construction of Project.
Construction of Additional Facilities.
Ownership of Buildings, Structures and Other Facilities.
Holding Over.
Surrender.
Abandonment of Premises.
Use of Leased Property.
Prohibited Uses.
Prohibition of Involuntary Assignment.
Utilities, Licenses and Fees.
Taxes and Assessment.
Payment of Debts, Taxes, and Other Charges; Contests.
Waste and Nuisance Prohibited.
Impairment of Title, Liens, Charges and Encumbrances.
Signage
Vehicular Traffic
Maintenance and Repairs.
Inspections.
Insurance.
Damage or Destruction of Leased Property.
Eminent Domain.
Assignment and Sublease.
Compliance with Laws, Ordinances, Regulations,
and Insurance Requirements.
Section 31 Lessors Right to Perform.
Section 32 Estoppel Certificates.
Section 33. Books, Accounts and Records.
Section 34. Lessee Representations and Warranties.
Section 35 Event(s) of Default.
Section 36 Remedies.
Section 37 Notification of Event of Default.
Section 38 Notices.
Section 39 Waiver of Breach.
Section 40 Delays.
Section 41 Indemnification.
Section 42 No Merger.
Section 43 Attorney Fees.
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Section 44
Section 45
Section 46
Section 47
Section 48
Section 49
Section 50
Section 51
Section 52
Section 53
Section 54
Section 55
Section 56
Section 57
Arbitration and Appraisal.

Bankruptcy.
Non-Discrimination
Affirmative Action
Time is of the Essence.
Persons Bound.
Short Form Lease
Entire Agreement.
Modifications.
Headings.
Enforceability.
Governing Law and Venue.
Counterparts.
Additional Documents.
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GROUND LEASE
THIS GROUND LEASE WITH LESSEE TO CONSTRUCT FACILITIES (Lease
Agreement) shall be effective the ___ day of _______________, 20__ (Effective Date) and is
entered into by and between the State of Minnesota, by and through the Board of Trustees of
Minnesota State Colleges & Universities, on behalf of
(Lessor)
a
governmental entity of the State of Minnesota with its principal offices located at 30 E. 7th Street,
St. Paul, Minnesota 55101, and ____________ (Lessee), a corporation organized and existing
under the laws of the State of _____________, with its principal office located at
________________, City of __________, County of ______________, State of
_________________.
THE PARTIES HERETO in mutual consideration of the covenants, provisions and
warranties contained herein agree as follows:
Section 1 Defined Terms. As used in this Lease Agreement, the following terms shall
have the meanings set out respectively after each such term (the meanings to be equally
applicable to both the singular and plural forms of the terms defined), unless the context
specifically indicates otherwise:
Effective Date means the date identified as such in the lead-in paragraph to this
Lease Agreement, which is the date on which this Lease Agreement becomes effective.
Facilities means the Project, all improvements and expansions thereto, and all
additional buildings and structures that Lessee may construct on the Leased Property.
Lease Agreement means this Ground Lease by and between Lessor and Lessee
with Lessee to Construct Facilities.
Leased Property means that certain real property situated in the County of Anoka,
State of Minnesota that is legally described in Exhibit I attached hereto, along with all
easements, rights, privileges and appurtenances relating thereto.
Lessee means the entity identified as Lessee in the lead in paragraph to this Lease
Agreement.
Lessor means the Minnesota State Colleges & Universities, a governmental entity
of the State of Minnesota.
Permitted Encumbrances means those encumbrances, if any, specifically
identified in Exhibit II attached hereto and incorporated herein by reference, along with
any other encumbrances that Lessor consents to in writing after the Effective Date.
Project means the project described in Exhibit III attached hereto and
incorporated herein by reference that Lessee is required to construct on the Lease Property,
and which shall be constructed in accordance with the terms and conditions contained in
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that certain development agreement that has been or will be entered into by and between
the Lessor and Lessee relating to such construction.
All pronouns and any variations of the same shall be deemed to refer to the masculine,
feminine, neuter, singular, or plural, as the identity of the person or persons may require.
Section 2 Leased Property. Lessor leases to Lessee the Leased Property for the term of
this Lease Agreement and on the terms and conditions delineated herein, and for the purposes
specified in Section 14 herein and such other lawful business purposes that may be consented to
by Lessor, in writing.
Section 3 Lease Term. Subject to the terms, provisions, covenants, and conditions of this
Lease Agreement, Lessee shall have, hold, possess, and enjoy the Leased Property for an initial
term of 30 years, which shall begin on the Effective Date.
Section 4 Rent. Lessee covenants and agrees to pay to Lessor as rent for the Leased
Property during the term of this Lease Agreement the following amounts of rent
*
--------------------------------- per annum,.
Such rents shall be payable semi-annually in two equal installments due on or before the
10 day of January and July of each calendar year during the term of this Lease Agreement, and
shall be absolutely net to Lessor so that this Lease Agreement shall, except as provided to the
contrary herein, yield net to Lessor the rent as provided above to be paid in each year during the
term of this Lease Agreement. For any calendar year that Lessee is not in possession of the
Leased Property for the entire calendar year, such rent shall be prorated over the time period that
Lessee is in possession of the Leased Property, provided that the date on which the rent payments
are due shall not change. All costs, expenses, and obligations of every kind and nature whatever
relating to the Leased Property and Facilities, including, but not limited to, costs of operation
thereof, taxes, and other amounts due and owing because of the ownership or operation thereof,
which may arise or become due during the term of this Lease Agreement shall be the sole
responsibility of and paid by Lessee, and Lessor shall not, notwithstanding anything to the
contrary contained herein, be responsible for any costs associated with the Leased Property or
Facilities.
th
Lessee shall protect, hold harmless, defend and indemnify Lessor from and against all such
costs, expenses and obligations associated with the Leased Property and Facilities.
All rent payments shall be made in lawful money of the United States and shall be paid to
Lessor at its office located at ______________, or by such other manner or at such other place as
may be designated in writing from time to time by Lessor.
Section 5 Title to Leased Property. Lessor represents and warrants to Lessee that it has,
or will acquire, fee simple title to the Leased Property, and has the power and authority to
execute and deliver this Lease Agreement and to carry out and perform all covenants to be
performed by Lessor under this Lease Agreement. The Leased Property are subject to all zoning
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regulations, restrictions, easements, rules, and ordinances, building restrictions, and other laws
and regulations now or record or in effect or which may in future be adopted by any
governmental authority having jurisdiction thereover.
Lessee acknowledges and agrees that it has examined the title to the Leased Property and
has found the same to be satisfactory for its intended purposes.
Section 6 Condition of Leased Property. Lessee acknowledges and agrees that it has
examined and knows the condition of the Leased Property and stipulates that the Leased Property
is, as of the Effective Date, in good order, good repair, safe, and clean condition, and accepts the
Leased Property on an as is condition.
Lessee agrees and acknowledges that Lessor is leasing the Leased Property to Lessee
without any obligation of any kind to make any additions or improvements thereto or alterations
thereof. Lessor further agrees and acknowledges that other than those representation and
warranties expressly set forth in this Lease Agreement, neither Lessor nor any agent,
representative or employee of Lessor has made any representations or warranties as to (i) the
condition or repair of the Leased Property prior to or at the Effective Date, (ii) the utility, fitness,
suitability or adequacy of the Leased Property for the construction or operation of the Facilities
and use of the Leased Property for any purposes disclosed or intended by Lessee.
Lessor specifically disclaims and this Lease Agreement shall not be interpreted to include
any implied warranties as to the utility, fitness, suitability or adequacy of the Leased Property for
the construction or operation of the Facilities or use of the Leased Property for any purposes
disclosed or intended by Lessee.
Section 7 Covenant of Quiet Enjoyment. Lessor covenants that if and so long as Lessee
keeps and performs each and every covenant, agreement, term, provision, and condition
contained in this Lease Agreement on the part and on behalf of Lessee to be kept and performed,
Lessee shall have quiet and peaceable possession and enjoyment of the Leased Property during
the term of this Lease Agreement.
Section 8 Construction of Project. Lessee shall be solely responsible for the construction
of the Project and all of the costs and expenses associated therewith. This Lease Agreement
shall terminate and no longer be on any force or effect if the construction of the Project is not
started on before the ___ day of _________, 200_, or is not fully completed and placed into
operation on or before the __ day of ____________, 20__.
Section 9 Construction of Additional Facilities. Lessee shall, at its sole cost and expense
and with no cost to Lessor, have the right to make additions, alterations, and changes in or to the
Leased Property and Facilities, which may include and is not limited to the construction of
additional buildings and structures on the Leased Property; provided that Lessee shall not then be
in default under this Lease Agreement and Lessee complies with the following requirements.
A. No such additions, alterations, or changes of any kind shall be made without the
prior written consent of Lessor if such additions, alterations, or changes will (i) cost more
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than $_______________, (ii) change the general character, external appearance, or

structure of the Facilities, or (iii) reduce or impair the value, rental, rental value, rentability,
or usefulness of any part of the Leased Property or Facilities.
B. All additions, alterations, or changes that will cost $________________ or more
shall not be undertaken until Lessor and Lessee have agreed and entered into a
development agreement that will control such additions, alterations, or changes.
Section 10 Ownership of Facilities. All of the Facilities shall be owned by and the
property of Lessee, subject to the provisions contained in Section 12.C herein regarding transfer
of title thereto and ownership thereof to Lessor upon the termination of this Lease Agreement.
Section 11 Holding Over. No holding over by Lessee after the termination or expiration
of the term of this Lease Agreement shall be considered to be a renewal or extension of this
Lease Agreement unless written approval of the holding over and a definite agreement to that
effect is signed by Lessor defining the length and terms and conditions of such additional term.
Any holding over without the consent of Lessor shall be considered to be a day-to-day tenancy at
a rental rate of three times the daily rental rate imposed hereunder based upon a 360 day year
consisting of 12 months of 30 days each.
Section 12 Surrender, Transfer of Title and Ownership, Removal of Facilities. Upon
the expiration or earlier termination of this Lease Agreement, Lessee shall perform all of the
following acts.
A. Quit and surrender all of the Leased Property to Lessor in good order and
condition, except for ordinary wear and tear and except for any part or parts of the Leased
Property that shall have been taken in a condemnation proceeding. If Lessee does not quit
and surrender the Leased Property upon the expiration or other termination of this Lease
Agreement, then Lessor may, without the requirement of any further notice, (i) enter on,
reenter, possess and repossess all of the Leased Property by force, summary proceedings,
ejectment, or otherwise, and may dispossess and remove Lessee and all other persons and
property from the Leased Property, and (ii) have, hold, and enjoy all of the Leased Property
and the right to receive all rental and other income of and from the same.
B. Remove, or cause to be removed, from the Leased Property any personal property
belonging to Lessee or third parties that can be so removed without material damage to any
part of the Leased Property and repair, at Lessees sole cost and expense, any damage
caused by such removal. Personal property not so removed shall be deemed to have been
abandoned by Lessee and shall become the property of Lessor, and Lessor, at its sole
option, may thereafter cause such property to be removed from the Leased Property and
disposed of in any manner without Lessor incurring any liability to Lessee or any other
entity for such acts.
C. Upon direction of Lessor, at its sole option and discretion, either convey full and
complete title to and ownership of all of the Facilities to Lessor, or, at Lessee's sole cost
and expense, remove all of the Facilities from the Leased Property and restore the Leased
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Property to substantially the same condition that it was in on the date that Lessee first took
possession of the Leased Property under this Lease Agreement. If Lessee is required to
convey full and complete title to and ownership of all of the Facilities to Lessor and fails to
do so, Lessee hereby grants to Lessor a non-revocable and durable power of attorney to
Lessor and appoints Lessor as its attorney-in-fact to execute any and all documents
necessary to accomplish such transfer of title and ownership.
D. Execute and deliver to Lessor any and all documents that Lessor may request to
establish the expiration or earlier termination of this Lease Agreement, or surrender of the
Facilities, or transfer of title to and ownership of all of the Facilities from Lessee to Lessor.
The voluntary or other surrender of this Lease Agreement by Lessee, termination by
Lessor, or a mutual cancellation of this Lease Agreement, shall, at the sole option and discretion
of Lessor, terminate any or all existing subleases, or may, at the sole option and discretion of
Lessor, operate as an assignment to Lessor of any or all such subleases.
Section 13 Abandonment of Leased Property or Facilities. Lessee shall not vacate or
abandon any part of the Leased Property or Facilities at any time during the term of this Lease
Agreement. If Lessee abandons, vacates, or surrenders any part of the Leased Property or
Facilities, or is dispossessed from same by process of law or otherwise, any personal property
belonging to Lessee and left on the Leased Property or in the Facilities shall, at the option of
Lessor, be deemed to be abandoned by Lessee and shall become the property of Lessor, and at
the sole option and discretion of Lessor and upon written demand by Lessor, Lessee shall, at its
sole cost and expense, cause such property to be removed from the Leased Property and disposed
of in any manner without Lessor incurring any liability to Lessee or any other entity for such
acts.
Section 14 Use of Leased Property. Lessee is granted the right to occupy and use the
Leased Property only for the construction, development, and operation of the Facilities, and for
such other lawful purpose approved by Lessor, in writing. Lessee shall, at its sole cost and
expense, comply with all requirements pertaining to the Leased Property and Facilities imposed
by any insurance organization or company that is necessary for the maintenance of the insurance
required by this Lease Agreement.
Section 15 Prohibited Uses. Lessee shall not use any part of the Leased Property or
Facilities, or permit any part thereof to be used, for any purpose or purposes other than the
purpose or purposes for which the Leased Property is leased to Lessee under this Lease
Agreement. No use shall be made, or permitted to be made, of any part of the Leased Property
or Facilities, or acts done, which will be in violation of any provision of or cause a cancellation
of any insurance policy covering any part of the buildings, structures, or improvements located
on the Leased Property, nor shall Lessee sell, or permit to be kept, used, or sold, in or about the
Leased Property or Facilities any article that may be prohibited by the standard form of fire
insurance policies. Lessee shall also not use any part of the Leased Property or Facilities, or
permit any part thereof to be used, for any other purpose or any act or thing that is contrary to
any law, rule, regulation, or ordinance affecting or pertaining to the Leased Property or Facilities,
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that impairs the value or usefulness of any part of the Leased Property or Facilities, or constitutes
a public or private nuisance or waste.
Section 16 Prohibition of Involuntary Assignment. Neither this Lease Agreement, the
leasehold estate of Lessee, nor any interest of Lessee in any part the Leased Property or Facilities
under this Lease Agreement shall be subject to involuntary assignment, transfer, sale, or to
assignment, transfer, or sale by operation of law in any manner whatever (except through
statutory merger or consolidation, or devise, or intestate succession), and any attempt at
involuntary assignment, transfer, or sale shall be void and of no force or effect.
Section 17 Utilities, Licenses and Fees. Lessee agrees to pay when due all charges and
costs for water, gas, heat, air conditioning, electricity, telephone, and other utilities and services
from time to time furnished to or consumed in or on the Leased Property or Facilities, including,
without limitation by reason of specification, any sewerage taxes or charges. Lessor shall incur
no liability whatever and the obligations of Lessee under this Lease Agreement shall not be
diminished or affected by reason of the unavailability, change, or cessation of any utility service
on, to, or for any part of the Leased Property or Facilities; provided, however, if the cessation of
utilities is due to an act or omission of Lessor and causes a substantial part of the Leased
Property to become untenantable all rent shall abate during the continuance of such cessation.
Lessee shall also acquire and pay for all permits and licenses that may be required for the
operation of Lessees business on the Leased Property or in the Facilities, and shall pay when
due all occupation taxes, curb cut permit fees, and any other charges levied against the Leased
Property or Facilities, whether or not of a similar nature. Since it is intended that this Lease
Agreement shall provide Lessor with a net return in the amount of the rent provided for herein,
Lessee shall, in addition to all obligations expressly imposed on it by the other provisions of this
Lease Agreement, pay any and all charges, costs, and expenses arising out of or relating to its
construction of the Facilities, occupancy or use of the Leased Property and Facilities, the
operation of its business on the Leased Property or in the Facilities, and Lessor shall have no
responsibility of any kind for any of such amounts.
Section 18 Taxes and Assessment.
A. During the entire term of this Lease Agreement Lessee shall , save and except for
those items that are specifically excepted in this Lease Agreement, pay and discharge
promptly as they become due and before delinquency all taxes, payments in lieu of taxes,
assessments, rates, charges, license fees, municipal liens, levies, excises, or imposts,
whether general, special, ordinary or extraordinary, of every name, nature, and kind
whatever, including all governmental charges of whatever name, nature, or kind, which
may be levied, assessed, charged, or imposed, or which may become a lien or charge on
any part of the Leased Property or Facilities, on Lessees estate which may be a subject of
taxation, or on Lessor by reason of its ownership of the fee underlying this Lease
Agreement.
B. Specifically, and without in any way limiting the generality of paragraph A of this
Section 18, Lessee shall pay all amounts it is required to pay under such paragraph as they
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shall fall due and before they shall become delinquent and as required by the act and
proceedings under which any such amounts are made by any municipal or political
subdivision. If the right is given to pay either in one sum or in installments, Lessee may
elect either mode of payment and its election shall be binding on Lessor. If by making any
such election to pay in installments any of such installments shall be payable after the
expiration or termination of this Lease Agreement, such unpaid installments due and owing
at such expiration or termination shall be paid in one lump sum by Lessee on or before the
date of such expiration or termination.
C. Notwithstanding anything in this Section 18 to the contrary, Lessee shall not be
required to pay any estate, gift, inheritance, succession, franchise, income, or excess profits
taxes that may be payable by Lessor or Lessors legal representative, successors, or assigns,
nor shall Lessee be required to pay any tax that might become due on account of ownership
of property other than Leased Property and Facilities that may become a lien on the Leased
Property or Facilities, or collectible out of such lien.
D. If Lessee shall in good faith desire to contest the validity or amount of any tax,
assessment, levy, or other governmental charge that Lessee is required to pay under this
Lease Agreement, Lessee shall be permitted to do so and to defer the payment of the tax or
charge or contest the validity or amount thereof until final determination of the contest on
giving to Lessor written notice of the contest prior to the commencement of any such
contest, which shall be at least 90 days prior to delinquency, and on protecting Lessor on
demand by a good and sufficient surety bond against any such tax, levy, assessment, rate,
or governmental charge, and from any costs, liability, or damage arising out of any such
contest.
E. All rebates on account of any taxes, rates, levies, charges, or assessments, required
to be paid and paid by Lessee under this Lease Agreement shall belong to Lessee. Lessor
shall, on the request of Lessee, execute any receipts, assignments, or other acquittances that
may be necessary in order to secure the recovery of any such rebates, and will pay over to
Lessee any rebates that may be received by Lessor.
F. Lessee shall obtain and deliver to Lessor original, duplicates, or copies of receipts
for all taxes, assessments, and other items that Lessee is required to pay under this Lease
Agreement promptly thereof.
Section 19 Payment of Debts and Other Charges; Contests.
A. Lessee shall pay, or cause to be paid, all installments of interest and amortization
required to be paid under the Permitted Encumbrances, and all other sums and charges
which may be payable under the Permitted Encumbrances, as and when the same become
due and payable. Lessee shall duly and punctually perform, observe, and comply with, or
cause to be performed, observed, and complied with, each and every obligation of Lessee
under the Permitted Encumbrances, to the end that no event of default shall occur
thereunder.
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B. Lessee may, at its expense and if legally required in the name of Lessor, contest,
by appropriate legal proceedings conducted in good faith and with due diligence the
amount or validity or application, in whole or in part, of any lien sought to be imposed or
filed against any part of the Leased Property or Facilities; provided that:
(1) In the case of liens of mechanics, materialmen, suppliers, or vendors, or
impositions or liens therefore, such proceedings shall suspend the collection of the
same from Lessor, the Leased Property or Facilities, any interest in the Leased
Property or Facilities, the rent due under this Lease Agreement, or any additional rent;
(2) The Leased Property and Facilities, any interest in the Leased Property and
Facilities, the rent due under this Lease Agreement, or any additional rent or any
portion of same, will not be in any material danger of being sold, forfeited, or lost
solely by reason of such proceedings; and
(3) Lessor will not be in any danger of any civil or criminal liability by reason
of such contest and no part of the Leased Property or Facilities will be subject to the
imposition of any lien as a result of the failure to comply with any laws, statutes,
codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, or other
legal requirements.
C. If Lessee desires to contest any lien, it shall promptly notify Lessor of its intention
to do so and in any event no later than 15 days after Lessee is notified of the filing of the
lien or of the intent to file the lien. In that case and provided that Lessee shall on demand
protect Lessor by a good and sufficient surety bond against any lien and any cost, liability,
or damage arising out of such contest, Lessee shall not be in default under this Lease
Agreement until 30 days after the final determination of the validity of the lien, within
which time Lessee shall satisfy and discharge the lien to the extent held valid. However,
the satisfaction and discharge of any lien shall not, in any case, be delayed until execution
is had on any judgment rendered on the lien, and any such delay shall be a default of
Lessee under this Lease Agreement.
D. Lessor shall, at the sole cost and expense of Lessee, cooperate with Lessee and
execute any documents or pleadings legally required for any such contest.
E. In the event of any such contest, Lessee shall protect, hold harmless, defend and
indemnify Lessor against any and all loss, expense, and damage resulting from such
contest.
Section 20 Waste and Nuisance Prohibited. Lessee shall not commit, or suffer to be
committed, any waste or nuisance on, in, or about the Leased Property or Facilities.
Section 21 Impairment of Title, Liens, Charges and Encumbrances.
A. Except as otherwise set forth in this Lease Agreement, Lessee shall not have the
right, power, or permission to do any act or to make any agreement which may create, give
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rise to, or be the foundation for any right, title, interest, lien, charge, or other encumbrance
on the estate of Lessor in any part of the Leased Property. In amplification and not in
limitation of the foregoing, Lessee shall not permit any part of the Leased Property or
Facilities to be used by any persons in such a manner as might reasonably tend to impair
Lessors title to or interest in any part of the Leased Property, or in such manner as might
reasonably make possible claims of adverse use or possession, prescription, dedication, or
other similar claims of, in, to, or with respect to any part of the Leased Property or
Facilities. Lessor may from time to time, but without affecting in any manner its rights or
remedies under this Section 21 should it elect or fail or refuse to so do, impose on Lessee
such rules or regulations as to the possession, occupancy or use of any part of the Leased
Property or Facilities by any persons as may reasonably be consistent with Lessors
protection against any such possible claim, all of which rules or regulations shall be fully
and promptly performed and enforced by Lessee at Lessees own cost and expense.
B. Lessee shall not directly, or indirectly, create or permit to be created or to remain,
and shall discharge any lien, encumbrance, or charge on, or pledge of, any part of the
Leased Property or Facilities, Lessees interest in the Leased Property and Facilities, or the
rent or additional rent due or to become due under this Lease Agreement, other than:
(1) This Lease Agreement and any assignment or sublease thereunder that have
been consented to by Lessor, in writing;
(2) The Permitted Encumbrances;
(3) Any mortgage or deed of trust created by Lessor on any part of the Leased
Property, or any other assignment, pledge, lien, encumbrance, charge, conditional
sale, or title retention agreement affecting any part of the Leased Property or
Facilities resulting solely from (i) any action by Lessor or any transferee, assignee, or
mortgagee of Lessors interest in the Leased Property, or (ii) any liability or
obligation on the part of the Lessor which Lessee is not obligated by this Lease
Agreement to assume;
(4) Liens for impositions not yet payable, or payable without the addition of
any fine or penalty for nonpayment, or being contested as permitted herein;
(5) Easements, restrictions, minor title irregularities, and similar matters which
have no adverse effect as a practical matter on the ownership and use of the Leased
Property or Facilities and have been consented to by Lessor, in writing;
(6) Any subsequent mortgages, liens, or encumbrances crated by Lessee and
consented to by Lessor, in writing; provided that as a condition to Lessor granting
such consent Lessor may require the holder of such mortgage, encumbrance or lien,
to enter into a document in recordable form that subordinates such mortgage,
encumbrance or lien to this Lease Agreement, and in which such holder agrees to
comply with all of the terms and conditions contained herein including, but not
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limited to, the terms and conditions regarding the use of insurance proceeds and
condemnation awards; and
(7) Liens of mechanics, materialmen, suppliers, or vendors, or rights to same,
incurred in the ordinary course of business for sums which under the terms of the
related contracts are not yet due; provided that such a reserve or other appropriate
provision, if any, as shall be required by generally accepted accounting principles
shall have been made therefore.
C. Unless otherwise provided in this Lease Agreement, the making of any mortgage,
pledge, or encumbrance by Lessee, even if approved in writing by Lessor, shall not operate
to relieve Lessee from its obligations under this Lease Agreement.
D. Any consent by Lessor to a mortgage, pledge, or encumbrance shall be held to
apply only to the specific transaction approved by Lessor. Such consent shall not be
construed as a waiver of the duty of Lessee, or its successors or assigns, to obtain from
Lessor written consent to any other or subsequent mortgage, pledge, or encumbrance, or
any modification of a previously approved mortgage, pledge, or encumbrance, nor shall
such consent be deemed or result in a modification or limitation of Lessors rights with
respect to mortgages, pledges and encumbrances under this Lease Agreement.
E. Lessee shall keep all and every part of the Leased Property and Facilities free and
clear of any and all mechanics, material suppliers, and other liens for or arising out of or
in connection with work or labor done, services performed, or materials or appliances used
or furnished for or in connection with the Leased Property or Facilities, the operation of the
Leased Property or Facilities, any alteration, improvement, or repairs or additions that
Lessee may make or permit or cause to be made, or any work or construction, by, for, or
permitted by Lessee on or about the Leased Property or to the Facilities, or any obligations
of any kind incurred by Lessee. Lessee shall at all times promptly and fully pay and
discharge, subject to the right to contest as provided herein, any and all claims on which
any such lien may or could be based, and protect, hold harmless, defend and indemnify
Lessor from and against any and all such liens and claims of liens and suits or other
proceedings pertaining to the Leased Property and Facilities.
F. Lessee shall give Lessor written notice no less than 30 days in advance of the
commencement of any construction, alteration, addition, improvement, or repair to the
Leased Property or Facilities estimated to cost in excess of $10,000.00 in order that Lessor
may post appropriate notices of Lessors nonresponsibility.
G. If Lessee desires to contest any lien, it shall notify Lessor of its intention to do so
within 15 days after the filing of the lien. In that case, and provided that Lessee shall on
demand protect Lessor by a good and sufficient surety bond against any lien and any cost,
liability, or damage arising out of such contest, Lessee shall not be in default under this
Lease Agreement. In the event of any such contest, Lessee shall protect, defend and
protect, hold harmless, defend and indemnify Lessor against any and all loss, expense, and
damage resulting from such contest.
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Section 22 Signage. Any and all signage that is placed on the Leased Property or in the
Facilities must be approved by the Lessor, in writing, and Lessee shall not place or allow any
other entity, including but not limited to sub-lessees, to place any signage on the Leased Property
or in the Facilities without such written consent.
Section 23 Vehicular Traffic. Lessee shall comply, and require its employees, invitees,
guests, and visitors to comply, with all rules and regulations governing conduct and vehicular
traffic on and over the Leased Property as may be posted thereon from time to time by Lessee,
Lessor, or any third party that has jurisdiction and enforcement authority thereover.
Section 24 Maintenance and Repairs. Lessee shall, at it sole expense, keep and maintain
the Leased Property and Facilities, which shall include but not be limited to all buildings and
structures that are a part thereof, in good condition and repair, all ordinary wear and tear
excepted, and to that end shall make all ordinary and necessary repairs and replacements to the
Leased Property and Facilities, including ordinary repairs and replacements that may be
necessary from time to time to any part thereof, and to the electrical, plumbing, heating, air
conditioning, and other equipment of all types on, in, or a part of the Leased Property and
Facilities, and all ordinary repairs which may be necessary from time to time to the parking
areas, driveways, sidewalks, lawns, landscaping and other facilities, and other outdoor areas on
the Leased Property and appurtenances thereto. Lessee shall also, at its sole expense, keep any
sidewalks that are part of or are adjoining to any part of the Leased Property free from snow, ice,
rubbish, and other obstructions.
In addition to and not as any limitation to the above, Lessee shall also directly, or by way of
a third party, (i) maintain the Leased Property and Facilities in a clean, safe, orderly condition,
free of trash of any kind, (ii) provide adequate security against theft, vandalism or accidental loss
of any kind whatsoever on the Leased Property or in the Facilities, and (iii) provide grounds
maintenance for the Leased Property and Facilities, including but not limited to snow removal.
Section 25 Inspections. Lessee shall permit Lessor, its agents, employees, mortgagees,
contractors, prospective lessees, lenders, and prospective purchasers of any part of the Leased
Property to enter into and on all parts of the Leased Property and Facilities during Lessees
business hours to inspect the same and to enforce or carry out any provisions of this Lease
Agreement; provided that Lessor gives Lessee three days prior written notice (except in an
emergency) and such inspection shall not unreasonably interfere with Lessees operation of such
property.
Section 26 Insurance.
A. Lessee, at its own expense, shall procure and maintain, or cause to be maintained,
the following insurance throughout the term of the Lease Agreement:
(1). Commercial general liability insurance with limits of liability of not less
than $5,000,000 per Occurrence and $10,000,000 annual aggregate for injury to
persons including death and for damage to the property of others, which shall be
written on a ISO form CG 2010 or equivalent (post 1998) and shall name the Lessor
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and the State of Minnesota as additional insureds thereunder.

(2). Property Insurance on an all risks basis against physical loss or damage
in amounts equal to the full replacement cost of the buildings, structures and tenant
improvements and betterments that are located on or part of the Leased Premises,
which shall name the Lessor and the State of Minnesota as loss payees thereunder.
(3). Boiler & Machinery insurance covering buildings, fixtures, equipment,
tenant improvements & betterments for loss or damage caused by explosion of steam
boilers or similar equipment that are part of the Facilities, which shall name the
Lessor and the State of Minnesota as loss payees thereunder.
(4) Workers Compensation Insurance with not less than statutory minimum
limits.
(5) Employers Liability Insurance with minimum limits of at least $100,000
Bodily Injury by Disease per Employee, $500,000 Bodily Injury by Disease
Aggregate, $100,000 Bodily Injury by Accident and with an all states endorsement.
(6) Automobile Liability (if applicable) with not less than $1,000,000 per
Occurrence Bodily Injury and property Damage Combined Single Limit, with
Coverage to include Owned Automobile, Non-owned Automobile, and Hired
Automobile.
The term full replacement cost as used in this Lease Agreement shall mean the
actual replacement cost. In the event either Lessor or Lessee believes that the full
replacement cost has increased or decreased, either Lessor or Lessee, as the case may be,
shall have the right, but except as provided below, only at intervals of not less than two
years, to have such full replacement cost redetermined by an appraisal in the manner set
forth in Section 40 herein. The determination of the appraisers shall be final and binding
on the parties to this Lease Agreement, and Lessee shall promptly increase, or may but
shall not be required to decrease, the amount of the required insurance as the case may be
to the amount so determined by the appraisal. The determination shall be binding for a
period of two years, and thereafter until superseded by agreement between the parties to
this Lease Agreement or by a subsequent redetermination by an appraisal in the manner set
forth in Section 40 herein. If during any such two year period, Lessee shall have made
improvement to the Leased Premises, then Lessor may have such full replacement value
of the Leased Premises, as so improved, determined at any time after the improvements are
made regardless of when the full replacement value was last determined.
The limits cited under each insurance requirement above establish minimums; and it
is the sole responsibility of the Lessee to purchase and maintain additional insurance that
the Lessee may determine to be necessary in relation to this Lease or its operation of the
Leased Premises.
B. All insurance and insurance policies required to be maintained pursuant to this
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Section shall:
(1) Be written with insurance companies having an AM Best rating of A(minus), Financial Size Category of VII or better and be authorized to do business in
the State of Minnesota and approved, in writing, by Lessor;
(2) Be written with a policy form satisfactory to Lessor;
(3) Provide that the insurance policies may not be amended, modified,
cancelled, reduced below the coverages required in this Section, or terminated for any
reason, including but not limited to a failure to pay premiums and/or expiration by its
terms, without providing Lessor with at least 30 days' prior written notice;
(4) Be primary and non-contributory with respect to the Lessors insurance or
self-insurance or any other available insurance whether collectible or not;
(5) Include an annual property inflation factor adjustment on the Property
insurance policy;
(6) Be written on an Occurrence policy form basis for Commercial General
Liability insurance policy;
(7) Eliminate any co-insurance requirement in the policy through the
attachment of an agreed amount endorsement; activation of an agreed value option, or
as is otherwise appropriate under the particular form;
(8) Provide that any losses payable thereunder shall be payable notwithstanding
(i) any act of negligence by Lessee or Lessor, (ii) any foreclosure or other
proceedings or notice of sale relating to the Leased Premises, (ii) any waiver of
subrogation rights by the insured, or (iv) any change in the title to or ownership of
any of the Leased Premises;
(9) Contain the standard ISO separation of insurance provision or a
substantially similar clause, or be endorsed to provide cross-liability coverage for
Commercial General Liability insurance; and
(10) Be written with deductibles not to exceed $50,000 without the approval of
the Lessor.
C. Lessee shall, at least 15 days prior to the date on which the premiums on each
insurance policy required under this Section shall become due and payable, furnish Lessor
with proof reasonably satisfactory to Lessor of payment thereof. If Lessee fails to obtain
the insurance required under this Section, pay the premiums for such insurance, supply
Lessor with proof that such premiums have been paid within the required time period, or to
deliver certified copies of such policies (or certificates of blanket policies) to Lessor, then
Lessor shall be entitled to, but shall have no obligation to, effect such insurance and pay the
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premiums thereon. Any of such premiums, that are paid for by Lessor, together with
interest thereon at the lessor of rate of 18% per annum or the highest rate allowed under
law accruing from the date of payment by the Lessor, shall be repayable by Lessee to the
Lessor no later than 30 days after Lessor has notified Lessee of the payment thereof.
Failure of Lessee to so repay to Lessor such premiums shall carry with it the same
consequence as failure to pay any installment of rent due under this Lease Agreement. All
rebates on account of any such premiums paid by the Lessor shall belong to the Lessor
provided Lessee has not reimbursed Lessor for such premiums, and Lessee shall have no
obligation to reimburse Lessor to the extent of such rebates received and retained by
Lessor.
D. In the event that either Lessor or Lessee shall at any time deem the limits of the
insurance required to be carried under this Section to be excessive or insufficient, the
parties shall endeavor to agree on the proper and reasonable limits for insurance then to be
carried. Insurance shall thereafter be carried with the limits thus agreed on until further
change pursuant to the provisions of this Section. However, if the parties shall be unable to
agree on such limits, then the proper and reasonable limits for insurance to be carried shall
be determined by an appraisal in the manner set forth in Section 40 herein. The decision of
the appraisers as to the proper and reasonable limits for insurance then to be carried shall
be binding on the parties, and insurance shall be carried with the limits as thus determined
until the limits are again changed pursuant to the provisions of this Section.
E. Lessee is advised and understands and agrees that personal injury to, and damage
to the personal property of Lessee, Lessees guests, invitees, or uninvited visitors in or on
the Leased Premises is not insured by the Lessor for either damage or loss, and Lessor
assumes no liability for any such damage or loss. Lessor shall not be responsible for
personal injury, loss of, or damage to furniture, fixtures, equipment, or any of Lessees
other possessions in any event, including, but not limited to, appliance failure, water leak or
water backup, bursting pipes, fire, loss of utility service, or other events, and in no event
shall Lessor be responsible for theft, vandalism, or mysterious disappearance of Lessees
property regardless of the state of security of the premises. Further, if Lessee, Lessees
guests, invitees, or uninvited visitors are injured, or if any property of Lessee, Lessees
guests, invitees, or uninvited visitors is injured, or if any property of Lessee, Lessees guest,
invitees, or uninvited visitors is damaged, for any reason whatever, Lessee must give
Lessor written notice of the injury or damage within seven days of Lessee becoming aware
of its occurrence. Lessee shall further protect, hold harmless, defend and indemnify Lessor
from and against the same.
F. All insurance proceeds paid to Lessee shall be held in trust by Lessee and be used
in the following order of priority:
(1). To repair or replace the damaged property to its condition immediately
prior to such damage or destruction;
(2) To fund a reserve that will be available for repairs or improvements to the
Leased Premises that are mutually agreed to by the Lessor and Lessee; and
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At the termination of this Lease Agreement ___ % of any remaining insurance

proceeds shall be paid to Lessor and Lessee may retain the other ___ % for itself.
G. Lessee shall promptly notify Lessor and the appropriate insurer in writing of any
loss covered by any of the insurance required under this Section and promptly and fully
make claims against and collect on such insurance.
H. Lessee shall furnish to Lessor, at least annually or upon earlier request, a
Certificate of Insurance evidencing all of the herein specified policies of insurance with an
insurer(s) and with limits meeting the requirements of this Lease Agreement.
I. Nothing in this Lease shall constitute a waiver by the Lessor or the Lessors insurer
of any statutory limits or exceptions on liability. By requiring insurance herein, Lessor
does not represent that coverage and limits will necessarily be adequate to protect Lessee
and such coverage and limits shall not be deemed as a limitation on Lessees liability.
J. Under no circumstances and in no event shall Lessor be held responsible for failure
to pay the premiums on any insurance policy required hereunder or for any loss or damage
growing out of defect in any such insurance policy or growing out of any failure of any
insurance company to pay for any loss or damage insured against or for failure by Lessor to
require Lessee to obtain or obtain itself and such insurance or to collect any proceeds
thereof.
K. After the occurrence and during the continuance of an Event of Default, Lessor
may, but is not required to, in its own name or in Lessee's name (i) execute and deliver
proofs of claim, or adjust, litigate, compromise or release any claim against the issuer of
any insurance policy required under this Section, and (ii) receive all moneys paid under any
claim made against any insurance policy required under this Section, endorse checks and
other instruments representing payment of such claims.
L. Any insurance required to be maintained by Lessee pursuant to this Section 26
may be evidenced by blanket insurance policies covering the Leased Premises and other
property or assets of Lessee; provided that (i) such policies of insurance shall specify that
portion of the total coverage of the policy that is allocated to the Leased Premises and in all
other respects, comply with the requirements of this Section, and (ii) such coverage
afforded Lessor will not be reduced or diminished exist under a separate policy meeting all
other requirements of this Lease Agreement by reason of the use of such blanket policies of
insurance.
M. Lessee waives all rights against Lessor and Lessors agents, officers, elected
Officials and employees for recovery of damages to the extent these damages are covered
by insurance.
N. Lessee is responsible for payment of all insurance deductibles and insurance
premiums.
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Section 27 Damage or Destruction of Facilities.

A. If any part of the Facilities shall be damaged or destroyed during the term of this
Lease Agreement by any cause or casualty, whether or not covered by insurance, Lessee
shall repair or replace the same unless this Lease Agreement shall be terminated pursuant to
the provisions contained in paragraph B of this Section 27. Such repairs or replacements
shall be commenced as soon as reasonably possible after the occurrence of the cause or
casualty, and shall be conducted with all due diligence in accordance with the laws,
regulations, and other requirements of the state, federal, county, municipal and other
governmental authorities having jurisdiction. The proceeds of any insurance paid with
respect to and on account of such damage or destruction shall be made available to Lessee
to pay for the cost and expense of such repairs and replacements. All such insurance
proceeds paid to Lessee on account of damage to or destruction of any part of the Facilities
shall be held by Lessee in trust and applied exclusively to the payment of the cost of the
repairs and replacements to the extent the insurance proceeds shall be sufficient for that
purpose, and shall be paid out by Lessee from time to time as the work progresses. All
sums so paid to Lessee and any other insurance proceeds received or collected by or for the
account of Lessee (other than by way of reimbursement to Lessee for sums previously paid
by Lessee) shall be held by Lessee in trust for the purpose of paying the cost of the repairs
or replacements. The amount of insurance proceeds, if any, not required to pay for the cost
of the repairs and replacements shall become the sole property of Lessee. Under no
circumstances shall Lessor be obligated to make any payment, disbursement, or
contribution towards the cost of the repairs or replacements except to the extent of any
insurance proceeds actually received by Lessor.
B. If the Facilities shall be destroyed or damaged to such an extent that the cost to
repair or replace the destroyed or damaged portion shall exceed ___________ % of the fair
value of the Facilities immediately prior to the occurrence of such destruction or damage,
then in such event, and notwithstanding any of contrary provisions contained in this Lease
Agreement, Lessee shall have the right to terminate this Lease Agreement as of the date of
the destruction or damage by written notice to Lessor given within 30 days after the
determination of the cost to repair or replace the destroyed or damaged potion, or to
continue this Lease Agreement and rebuild and restore the Facilities in accordance with
Paragraph A of this Section 27. In the event that Lessee shall elect to terminate this Lease
Agreement, it shall promptly remove any remaining Facilities, restore the Leased Property
to substantially the same condition that it was in on the date that Lessee first took
possession of the Leased Property under this Lease Agreement, and pay, or cause to be
paid, the entire unpaid balance of principal and interest on any outstanding mortgages
against the Facilities.
In the event that Lessee shall elect to terminate this Lease Agreement and upon
Lessees compliance with all of the requirements contained in this paragraph B of Section
27 that arise out of such termination, then (i) all rent, taxes, assessments, and any other
sums payable by Lessee to Lessor under this Lease Agreement shall be prorated as of the
termination date, (ii) any rent, taxes, or assessments that were paid in advance shall rebated
to Lessee for the unexpired period for which such payment was made, and (iii) Lessor shall
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have no interest in or claim on the proceeds of insurance paid or payable on account of or

with respect to such damage or destruction except to the extent Lessor may require the
application of the proceeds to the payment of any outstanding mortgage indebtedness.
Except as expressly provided in this Paragraph B of Section 27, damage to or destruction of
the Facilities shall in no event terminate this Lease Agreement or affect, abate, or mitigate
in any manner, or for any time period, the obligation of Lessee to pay rent under this Lease
Agreement.
Section 28 Eminent Domain.
A. If a part but less than all of the Leased Property and Facilities shall be taken by
the exercise of the power of eminent domain and if after such taking the remaining portion
of the Leased Property and Facilities shall be sufficient to permit Lessee, or its sublessees,
to continue their normal business operations thereon and therein or to permit the
construction thereon of other buildings or structures in replacement of and substitution for
those taken to thus allow Lessee, or its sublessees, to continue their normal business
operations thereon and therein, then and in such event this Lease Agreement shall terminate
only as to the part of the Leased Property so taken effective as of the date Lessee is
deprived of possession of such part, but the taking shall not affect this Lease Agreement
with respect to the part of the Leased Property not taken.
In the event of such a partial taking the legal description for the Leased Property shall
be modified to reflect the real property remaining after such taking, and the rent payable by
Lessee under this Lease Agreement shall, from and after the date on which Lessee is
deprived of possession of the taken portion of the Leased Property, be reduced to an
amount equal to the amount of rent due and payable under this Lease Agreement
immediately prior to such taking multiplied by a fraction the numerator of which is the
square footage of the Leased Property immediately after such taking and the denominator
of which is the square footage of the Leased Property immediately prior to such taking.
B. If all of the Leased Property and Facilities shall be taken pursuant to the exercise
of the power of eminent domain or if so much of the Leased Property and Facilities shall be
taken so that Lessee would be unable thereafter to continue its normal business operations
on the Leased Property, then (i) this Lease Agreement shall terminate on the date Lessee is
deprived of the use of the Leased Property and Facilities, (ii) all rent, taxes, assessments,
and any other sums payable by Lessee to Lessor under this Lease Agreement shall be
prorated as of the termination date, and (iii) any rent, taxes, or assessments that were paid
in advance shall rebated to Lessee for the unexpired period for which such payment was
mad.
C. The total condemnation award or compensation for a partial or full taking shall be
used in the following order of priority (whether or not so expressed in the award or
compensation);
(1) If under this Lease Agreement Lessee is required to or elects to replace
any portion of the Facilities that were the subject of the taking, then to pay the cost of
replacing, if possible, any such portion of the Facilities to a condition necessary for
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Lessee to continue to operate the Leased Property and Facilities in the same or
equivalent manner that Lessee operated the Leased Property and Facilities prior to
such taking; and
(3) Any remaining portion of the condemnation award or compensation shall
paid to Lessor and Lessee in proportion to the value of the Leased Property and the
Facilities at the time of such taking.
D. If, at any time during the term of this Lease Agreement, a proceeding in
condemnation is commenced and thereafter abandoned by the condemning authority or the
whole or any part of the Leased Property or Facilities are taken by a governmental
authority for a limited time period, the term of this Lease Agreement shall not be reduced
or affected in any way and Lessor and Lessee shall continue to perform all of their
respective obligations under this Lease Agreement as if the taking had not occurred; except
only to the extent that the performance of such obligation is prevented by the order of the
governmental authority authorizing the taking. In the event of such taking for a limited
time period, Lessee shall be entitled to receive the entire amount of any condemnation
award unless the period of taking extends beyond the expiration date of this Lease
Agreement or any earlier termination, in which event the amount of any condemnation
award shall be apportioned between Lessor and Lessee to such expiration or earlier
termination date.
E. In the event of a dispute between Lessor and Lessee as to the allocation and
distribution of any condemnation award, and if Lessor and Lessee cannot agree on same
within 60 days after the final award or awards shall have been fixed and determined, then
the dispute shall be determined by arbitration in the manner provided in Section 44 herein.
F. In the event of the termination of this Lease Agreement by reason of the total or
partial taking of the Leased Property and Facilities by eminent domain, then in any such
condemnation proceedings Lessor and Lessee shall be free to make claims against the
condemning or taking authority for the amount of any damage done to them, respectively,
as a result of the condemning or taking.
Section 29. Assignment and Sublease.
A. Lessee shall not assign or transfer this Lease Agreement, or any of its interest
therein, or enter into any sublease of any part of the Leased Property, without the prior
express and written consent of Lessor. Lessors consent to an assignment or sublease shall
not be deemed to be a consent to any subsequent assignment or sublease. Such consent
shall not be construed as a waiver of the duty of Lessee, or its successors or assigns, to
obtain from Lessor consent to any other or subsequent assignment or sublease, or as a
modification or limitation of the right of Lessor to consent to any assignments or
sublettings by Lessee. Any assignment or sublease without Lessors express written
consent shall be void, and shall, at the sole option and discretion of Lessor, be cause for
Lessors termination this Lease Agreement.
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B. Each and every assignee shall immediately be and become and remain liable for
the payment of the rent and other charges payable under this Lease Agreement, and for the
due performance of all the covenants, agreements, terms, and provisions of this Lease
Agreement on Lessees part to be performed prior to the expiration or earlier termination of
the term of this Lease Agreement as if it were any original party hereto. No transfer to an
assignee shall be binding on Lessor unless the assignee shall deliver to Lessor a recordable
instrument that contains a covenant of assumption by the assignee to that effect. However,
the failure or refusal of the assignee to deliver such instrument shall not release or
discharge the assignee from its obligations and liability as herein set forth.
C. Lessor agrees that it shall not unreasonably withhold its consent to a release of
Lessee as to all obligations to be performed by Lessee under the terms of this Lease
Agreement from and after the effective date of an assignment by Lessee of its interest in the
Lease Agreement, together with all of its interest in the Facilities to a third person, firm, or
corporation; provided:
(1) Such third person, firm, or corporation is of good reputation, is experienced
in the maintenance and operation of properties similar to the Leased Property and
Facilities and has sufficient financial worth considering the nature and extent of the
obligations under this Lease Agreement, and Lessee shall have supplied Lessor with
satisfactory evidence of same; and
(2) Lessee shall not then be in default under the provisions of this Lease
Agreement.
D. Where Lessee shall assign its interest in the Lease Agreement, together with all of
its interest in the Leased Property and Facilities, with the express written consent of Lessor,
and the assignee shall execute and deliver to Lessor the recordable instrument containing
the covenant of assumption referred to herein, Lessee shall be released from all obligations
under this Lease Agreement from and after the effective date of such assignment.
E. During the term of this Lease Agreement, any subletting by Lessee of any part of
the Leased Property or Facilities shall not release Lessee from, or otherwise affect in any
manner, any of Lessees obligations under this Lease Agreement, except as provided herein.
F. This Lease Agreement or any interest of Lessee in the Leased Property or Facilities
shall not be subject to voluntary or involuntary assignment, transfer, or sale, or to any
assignment, transfer, or sale by operation of law in any manner whatever. Any such
voluntary or involuntary assignment, transfer, or sale shall be void and of no force or effect
and shall, at the sole option and discretion of Lessor, be cause for the termination of this
Lease Agreement.
Section 30. Compliance with Laws, Ordinances, Regulations, and Insurance
Requirements. Lessee, at its sole cost and expense, shall during the term of this Lease
Agreement promptly:
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(1) Procure, maintain, and comply with all permits, licenses, and other authorizations
required for any use of any part of the Leased Property or Facilities, the operation of any
business that Lessee will conduct thereon or therein, and the proper erection, installation,
operation, and maintenance of the Facilities;
(2) Comply with all laws, statutes, codes, ordinances, orders, judgments, decrees,
injunctions, rules, regulations, permits, or licenses that are, now are or at subsequent time
in the future, applicable to any part of the Leased Property and Facilities or any of
adjoining sidewalks, streets, or ways, the breach of which might result in any penalty on
Lessor, creation of a lien or encumbrance on any part of the Leased Property or Facilities,
forfeiture of any part of Lessors title to the Leased Property or Lessees interest in the
Leased Property or Facilities;
(3) Comply with all terms of any insurance policy covering or applicable to any part
of the Leased Property or Facilities, or business conducted thereon or therein, all
requirements of the issuer of any such policy, and all orders, rules, and regulations of the
National Board of Fire Underwriters applicable to or materially affecting any part of the
Leased Property or Facilities, or business conducted thereon or therein; and
(4) Comply with any recorded instruments or documents that affect any part of the
Leased Property or Facilities.
The compliance required under this Section 30 shall occur whether or not compliance shall
require structural changes or interfere with the use and enjoyment of any part of the Leased
Property or Facilities.
Section 31. Lessors Right to Perform. In the event that Lessee fails to do or perform
any act or thing that Lessee is required to do or perform under in this Lease Agreement and such
failure continues for a period of 30 days after written notice from Lessor specifying the nature of
the act or thing to be done or performed, then Lessor may, but shall not be required to, do or
perform or cause to be done or performed such act or thing. In order to perform such act or thing
Lessor, or such other entity selected by Lessor, may enter on or in any part of the Leased
Property or Facilities for such purposes; however, no such entry by Lessor or such other entity
shall constitute or shall be deemed to be an eviction of Lessee and shall not waive or release
Lessee from any obligation or default under this Lease Agreement.
Lessor shall not be held liable or in any way responsible for any loss, inconvenience,
annoyance, or damage resulting to Lessee on account of Lessors election to perform, or have
performed, any act or thing on behalf of Lessee under this Section 31. All sums paid by Lessor
on behalf of Lessee and all costs and expenses (including reasonable attorney fees and expenses)
incurred by Lessor in connection with the performance of any such act or thing done because
Lessee has failed to do so together with interest thereon, at the rate of the lesser of 18% per year
or the maximum rate permitted by law, shall constitute additional rent payable by Lessee under
this Lease Agreement immediately or in monthly installments, at Lessors sole option and
discretion, in accordance with statements therefore sent by Lessor to Lessee.
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Section 32. Estoppel Certificates. Lessee shall, from time to time and on not less than 20
days prior written request from Lessor, execute, acknowledge, and deliver to Lessor or any other
entity specified by Lessor, a statement certifying that this Lease Agreement is unmodified and in
full force and effect (or if there have been modifications, that this Lease Agreement is in full
force and effect as modified and stating the modifications), the dates to which the rent and other
charges payable under this Lease Agreement have been paid, and stating whether or not, to the
best knowledge of the signer of the certificate, Lessor is in default in the performance of any
covenant, agreement, or condition contained in this Lease Agreement and, if Lessor is in such
default specifying each such default, and further certifying as to such other matters relating to
this Lease Agreement as may be reasonably requested by the ebtity requesting the statement, it
being intended that any such statement delivered pursuant to this Section 32 may be relied on by
the entity to whom such certification is delivered.
Section 33 Books, Accounts and Records. Lessee shall maintain accurate and complete
books, accounts, and records pertaining to its lease and operation of the Leased Property, and shall
permit Lessor, acting by and through its officers, employees, agents, or the Minnesota
Legislative Auditor, to examine all of such books, records, documents and accounting procedures
and practices.
Section 34 Lessee Representations and Warranties.
representations and warranties to Lessor.
Lessee makes the following
A. It is a duly formed legal entity authorized and registered to transact business in

the State of Minnesota.
B. The execution of this Lease Agreement and all other documents referred to
herein to which Lessee is a party are within its powers and do not violate any provision of
law or of Lessees organizational documents.
C. This Lease Agreement and all other documents referred to herein to which
Lessee is a party, when duly executed and delivered for value, will constitute the legal,
valid and binding obligations of Lessee enforceable against it in accordance with their
respective terms.
D. No consent, approval, order, authorization, registration, declaration, or filing with
any governmental authority is required in connection with Lessees valid execution and
delivery of this Lease Agreement or any other document referred to herein to which Lessee
is a party, or the carrying out or performance of any of the transactions required or
contemplated herein or thereby, or such consent, approval, order, authorization, registration,
declaration, or filing with any governmental authority have been obtained or accomplished,
or will be promptly obtained or accomplished prior to Lessees performance of any acts or
actions required hereunder.
E. Lesseehasobtainedandfullypaidfor,orwillpromptlyobtainandfullypayfor,
allnecessarylicensesandpermitsrequiredinorderforLesseetoconstructandoperatethe
Facilities,exceptthosethatcannotbeobtainedatthistimeoruntiltheFacilitieshavebeen
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completedandLesseewillobtainandfullypayforsuchadditionallicensesandpermitsas
soonastheyarerequiredandcanbeobtained.
F. AnyandallfinancialstatementsthatLesseehasdeliveredtoLessorregarding
anythingcontainedhereinorcoveredbythisLeaseAgreementaretrueandcorrectinall
respects,havebeenpreparedinaccordancewithgenerallyacceptedaccountingpractices,and
fairlypresentthefinancialconditionsofthesubjectthereofasoftherespectivedatesthereof.
Therehavebeennomateriallyadversechangesinthefinancialconditionsreflectedtherein
since the respective dates thereof, and none of such financial statements, certificates,
representations, orwarranties furnishedormadetoLessorbyoronbehalfofLesseein
connectionwiththetransactions contemplatedherebycontainsanyuntruestatement ofa
materialfactoromitstostateamaterialfactnecessaryinordertomakesuchstatementsnot
misleading. TothebestoftheknowledgeofLessee,therearenofactswhichmaterially
adverselyaffectsorinthefuturemaymateriallyadverselyaffectthebusinessorprospectsor
condition(financialorother)ofLesseeoritspropertiesorassets,whichhasnotbeensetforth
hereinorinacertificateorstatementfurnishedbyLesseetoLessor.
Section 35 Event(s) of Default. The following events shall, unless waived in writing by
Lessor, constitute an Event of Default under this Agreement upon Lessor giving Lessee 30 days
written notice of such event and Lessee's failure to cure such event during such 30 day time
period for those Events of Default that can be cured within 30 days or within whatever time
period is needed to cure those Events of Default that cannot be cured within 30 days as long as
Lessee is using its best efforts to cure and is making reasonable progress in curing such Events of
Default; provided that in no event shall the time period to cure any Event of Default exceed 6
months unless otherwise consented to, in writing, by Lessor. Notwithstanding the foregoing, any
of the following events that cannot be cured shall, unless waived in writing by Lessor, constitute
an Event of Default under this Lease Agreement immediately upon Lessor giving Lessee written
notice of such event.
A. Failure to pay anyinstallmentofrent,oranyothersums,requiredtobepaidby
Lessee under this Lease Agreement in the amounts, at the times, and in the manner
providedinthisLeaseAgreement.
B. Failure to fully comply with any obligation imposed by a Permitted
Encumbranceincluding,butnotlimitedto,thepaymentofanyobligationthereunder.
C. FailuretoobserveorperformanyofLesseesothercovenants,agreements,or
obligationsunderthisLeaseAgreement.
D. Failuretocomplywithanyterm,condition,orprovisioncontainedinthisLease
AgreementandimposedonLessee.
E. Anystatement,representation,covenant,certification,orwarrantythatLessee
makes in this Lease Agreement or with respect to any action covered by this Lease
Agreementshallbeuntrueorincorrect.
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Section 36 Remedies. Upon the occurrence of an Event of Default and at any time
thereafter until such Event of Default is cured to the satisfaction of Lender, Lender may, at its
sole option and discretion, enforce any or all of the following remedies.
A. To accelerate and collect all rents due and owing under this Lease Agreement,
together with any costs, expenses, or damages incurred or suffered as a result of such
default, which sums shall then become immediately due and payable.
B. Perform any and all acts that it is authorized to perform under this Lease
Agreement including, but not limited to, those authorized under Section 31 herein which
shall include the curing of such default at the cost and expense of Lessee.
C. Elect, without the need for any additional notice, to terminate this Lease
Agreement and (i) declare the term of this Lease Agreement ended, (ii) reenter the Leased
Property and Facilities or any part thereof, (iii) remove Lessee or any person or persons
occupying the same, (iv) repossess and enjoy the Leased Property, and (v) require Lessee,
in accordance with the provisions contained in Section 12.C herein, to either transfer title to
and ownership of the Facilities to Lessor or remove the Facilities from the Leased Property
and restore the Leased Property to substantially the same condition that it was in on the
date that Lessee first took possession of the Leased Property under this Lease Agreement.
D. Force and require Lessee to do and perform any act or action required under
Section 12 herein.
E. To enforce any and all other remedies that Lessor may have under law or equity.
The foregoing rights of Lessor shall be without prejudice to any remedies which might
otherwise be used for arrears of or future accruing rent or other breach of covenants of this Lease
Agreement. No entry, expulsion, or removal, whether by direct act of Lessor or through legal
proceedings, shall affect the liability of Lessee for the past due rent and future rent to accrue
under this Lease Agreement. In any of such events, Lessor is hereby authorized to relet the
Leased Property and Facilities, in whole or in part, to such party or parties and on such terms as
Lessor may deem best, and after paying the costs and expenses of reletting, to apply the net
proceeds from reletting on the rent and other charges reserved in this Lease Agreement, and
Lessee shall be responsible for and shall pay any deficiency that may arise.
No right or remedy conferred to Lessor under this Lease Agreement is intended to be
exclusive of any other right or remedy, and each right and remedy shall be cumulative and in
addition to any other right or remedy provided under this Lease Agreement or now or hereafter
existing at law or in equity.
Section 37 Notification of Event of Default. Lessee shall furnish to Lessor, as soon as
possible and in any event within 7 days after Lessee has obtained knowledge of the occurrence
of each Event of Default, or each event which with the giving of notice or lapse of time or both
would constitute an Event of Default, a statement setting forth details of each Event of Default,
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or event that with the giving of notice or upon the lapse of time or both would constitute an
Event of Default, and the action that Lessee proposes to take with respect thereto.
Section 38 Notices.
A. All notices, demands, requests, or other communications which may be or are
required to be given, served, or sent by either Lessor or Lessee to the other hereunder shall
be in writing and shall be deemed to have been properly given or sent by mailing by
registered or certified mail with the postage prepaid, addressed to such party at the
following address:
Lessee:
____________________________
____________________________
____________________________
Attention: ____________________
Lessor:
____________________________
____________________________
____________________________
Attention: ____________________
B. Lessor and Lessee may designate by notice in writing a new address to which
any notice, demand, request, or communication may be so given, served, or sent.
C. Lessor and Lessee shall promptly furnish to the other party a copy of any notice
it may receive from any other entity which may affect the rights of any party under this
Lease Agreement.
Section 39 Waiver of Breach. The failure of either party hereto to seek redress for
violation or breach of, or to insist on the strict performance of, any covenant, agreement, term,
provision, or condition contained in this Lease Agreement shall not constitute a waiver, and
either party shall have all remedies provided in this Lease Agreement and by applicable law with
respect to any subsequent act that would have originally constituted such a violation. The receipt
by Lessor or payment by Lessee of rent with knowledge of the breach of any covenant,
agreement, term, provision, or condition contained in this Lease Agreement shall not be deemed
a waiver of that breach. No provision of this Lease Agreement shall be deemed to have been
waived unless the waiver is in writing and signed by the waiving party. The receipt and retention
by Lessor of rent from any entity other than Lessee shall not be deemed a waiver by Lessor of
any breach by Lessee of any covenant, agreement, term, provision, or condition contained in this
Lease Agreement, or the acceptance of such other entity as a Lessee or sublessee, or a release of
Lessee from the further performance of the covenants, agreements, terms, provisions, and
conditions contained in this Lease Agreement.
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Section 40 Delays. In any case where Lessor or Lessee is required to do any act (other
than make a payment of money), delays caused by or resulting from an Act of God, severe
weather conditions, war, insurrection, riot, civil commotion, fire or other casualty, strikes,
lockouts, inability to obtain labor or materials, government regulations, or other causes beyond
the partys control shall not be counted in determining the time when the performance of the act
must be completed, whether that time is designated by a fixed time, a fixed period of time, or a
reasonable time. In any case where construction or replacement work is to be paid for out of
insurance proceeds or condemnation awards, due allowance shall be made to both to the party
required to perform the work and to the party required to make the payment for reasonable
delays in the collection of such proceeds and awards.
Section 41 Indemnification. Lessee shall protect, hold harmless, defend and indemnify
Lessor, its agents and employees, from and against all liabilities, obligations, claims, damages,
penalties, causes of action, judgments, costs, and expenses (including, without limitation,
reasonable attorney fees and expenses) imposed on or incurred by or asserted against Lessor or
the Leased Property during the term of this Lease Agreement, for any reason including, but not
limited to; (i) any accidents or injury to or death of persons or loss of or damage to property
occurring on or about any part of the Leased Property, including but not limited to curbs, vaults,
and vault spaces, if any, streets, or ways, (ii) failure on the part of Lessee to perform or comply
with any of the terms of this Lease Agreement, (iii) any negligence or tortuous act on the part of
Lessee or any of its agents, contractors, sublessees, licensees, or invitees, or (iv) any mechanics
or suppliers claim for liens in connection with or work done or materials furnished relating to
the Leased Property or Facilities. In case any action, suit, or proceeding is brought against
Lessor by reason of any such occurrence, Lessee shall, on request of Lessor, at Lessees ole cost
and expense defend the action, suit, or proceeding with counsel designated by Lessee and
approved by Lessor. Lessee waives all claims against Lessor for damages to the Leased
Property, the Facilities, and property of Lessee in, on, or about the Leased Property or Facilities,
and for injuries to persons or property in or about the Leased Property and Facilities, from any
cause arising at any time, except for such loss, injury, death, or damage arising by reason of the
intentional misconduct of Lessor, its agents, or employees, and except as may otherwise be
expressly provided in this Lease Agreement.
Section 42 No Merger. There shall be no merger of this Lease Agreement or the leasehold
estate created by this Lease Agreement with any other estate or any interest in any part of the
Leased Property or Facilities by reason of the fact that the same person, firm, corporation, or
other entity may acquire or own or hold, directly or indirectly, (i) this Lease Agreement, the
leasehold estate created by this Lease Agreement, or any interest in this Lease Agreement or in
any such leasehold estate, and (ii) any such other estate or interest in any part of the Leased
Property or Facilities. No such merger shall occur unless and until all corporations, firms, and
other entities having an interest (including a security interest) in (a) this Lease Agreement or the
leasehold estate created by this Lease Agreement, and (b) any such other estate or interest in any
part of the Leased Property or Facilities, shall join in a written instrument acknowledging and
effecting such merger and shall duly record the same.
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Section 43 Attorney Fees. If any action at law or in equity shall be brought (i) to recover
any rent under this Lease Agreement, (ii) on account of any breach of or to enforce any remedy
under this Lease Agreement, (iii) to interpret any of the covenants, terms, provisions or
conditions of this Lease Agreement, (iv) to recover the possession of the Leased Property or
Facilities, then the prevailing party shall be entitled to recover from the other party as part of the
prevailing partys costs reasonable attorney fees, the amount of which shall be fixed by the court
and shall be made a part of any judgment or decree rendered.
Section 44 Arbitration and Appraisal. In each case expressly specified in this Lease
Agreement, but only where so expressly specified, in which it shall become necessary to resort to
arbitration or appraisal, the arbitration or appraisal shall be determined as provided in this
Section 44. The party desiring arbitration or appraisal shall give written notice to that effect to
the other party, specifying in the notice the name and address of the person designated to act as
arbitrator or M.A.I. appraiser on its behalf. Within 15 days after the service of the notice, the
other party shall give written notice to the first party specifying the name and address of the
person designated to act as arbitrator or M.A.I. appraiser on its behalf. The two arbitrators or
appraisers so chosen shall meet within 15 days after the second arbitrator or appraiser is
appointed and shall jointly agree on the matter in dispute or agree on an appraisal, and such
decision or appraisal shall be binding on all of the parties hereto. If the second party fails to
notify the first party of the appointment of its arbitrator or appraiser within the time above
specified or agrees to the arbitrator or M.A.I appraiser designated by the first party, then the
arbitrator or appraiser designated by the first party shall decide the matter to be arbitrated or shall
perform the appraisal, which such decision or appraisal shall be binding on all of the parties
hereto.
If both Lessor and Lessee each select and appoint different arbitrators or appraisers in
accordance with the provisions contained in this Section 44 and the two selected arbitrators or
appraisers cannot agree on the matter in dispute or agree on an appraisal within 30 days after the
appointment of the last arbitrator, then the two arbitrators or appraisers shall themselves select
and appoint a third arbitrator or M.A.I. appraiser who shall be a competent and impartial person.
In the event the two arbitrators or appraisers are unable to agree on the selection and appointment
of a third arbitrator or appraiser within 10 days after the 30 day period, then the third arbitrator or
appraiser shall be selected by the Lessor and Lessee themselves within a further period of 15
days. If the Lessor and Lessee cannot so agree on a third arbitrator or appraiser, then either the
Lessor or the Lessee, on behalf of both of them, may apply to any court of general jurisdiction in
the County of Ramsey County, State of Minnesota, for the appointment of a third arbitrator or
appraiser, and the other party shall not raise any question as to the courts full power and
jurisdiction to entertain the application and make the requested appointment.
The decision of the two arbitrators or appraisers if there are only two, or the decision of
third arbitrator or appraiser if a third arbitrator or appraiser has been selected or appointed shall
control and be binding and conclusive on both the Lessor and Lessee.
Lessor and Lessee shall each pay the fees and expenses of the arbitrator or appraiser that
they selected and appointed and the fees and expenses of the third arbitrator, if any, and all other
costs associated with such arbitration or appraisal shall be borne equally by Lessor and Lessee.
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Section 45 Bankruptcy. The following shall apply in the event of the bankruptcy or
insolvency of Lessee:
A.
If a petition is filed by, or an order for relief is entered against, Lessee
under Chapter 7 of the United States Bankruptcy Code and the trustee of Lessee elects to
assume this Lease Agreement for the purpose of assigning it, then the election or
assignment, or both, may be made only if all of the terms and conditions of this Section 45
are satisfied. If the trustee fails to elect to assume this Lease Agreement for the purpose of
assigning it within 60 days after the trustees appointment, then this Lease Agreement will
be deemed to have been rejected, and Lessor shall then immediately be entitled to
possession of the Leased Property and Facilities and to require Lessee to, in accordance
with provisions in Section 12.C herein either convey the Facilities to Lessor or remove the
Facilities from the Leased Property and restore the Leased Premises to substantially the
same condition that it was in on the date that Lessee first took possession of the Leased
Property under this Lease Agreement, and this Lease Agreement will be canceled. Lessors
right to be compensated for damages in the bankruptcy proceeding, shall, however, survive.
B.
If Lessee files a petition for reorganization under Chapters 11 or 13 of
the United States Bankruptcy Code, or if a proceeding is filed by or against Lessee under
any other chapter of the Bankruptcy Code and is converted to a Chapter 11 or 13
proceeding and Lessees trustee or Lessee as a debtor-in-possession fails to assume this
Lease Agreement within 60 days from the date of filing of the petition or conversion, then
the trustee or the debtor-in-possession will be deemed to have rejected this Lease
Agreement, and Lessor shall immediately be entitled to possession of the Leased Property
and Facilities, and to require Lessee to, in accordance with provisions in Section 12.C
herein, to either convey the Facilities to Lessor or remove the Facilities from the Leased
Property and restore the Leased Property to substantially the same condition that it was in
on the date that Lessee first took possession of the Leased Property under this Lease
Agreement, and this Lease Agreement will be canceled. Lessors right to be compensated
for damages in the bankruptcy proceeding shall, however, survive.
C.
To be effective, an election to assume this Lease Agreement must be
in writing and addressed to Lessor and, in Lessors business judgment, all of the following
conditions, which Lessor and Lessee acknowledge to be commercially reasonable, must be
satisfied:
(1) The trustee or the debtor-in-possession must has cured or provided to
Lessor adequate assurance that: (i) the trustee or debtor-in-possession will cure all
monetary defaults under this Lease Agreement within 10 days from the day of the
assumption; and (ii) the trustee or debtor-in-possession will cure all nonmonetary
defaults under this Lease Agreement within 30 days from the date of the assumption;
(2) The trustee or the debtor-in-possession must have compensated Lessor, or
have provided to Lessor adequate assurance that within 10 days from the date of the
assumption Lessor will be compensated for any pecuniary loss it incurred arising
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from the default of Lessee, the trustee, or the debtor-in-possession as recited in

Lessors written statement of pecuniary loss sent to the trustee or the debtor-inpossession;
(3) The trustee or the debtor-in-possession must have provided Lessor with
adequate assurance of the further performance of each of Lessees obligations
under this Lease Agreement; provided, however, that the trustee or debtor-inpossession must also deposit with Lessor, as security for the timely payment of rent,
an amount equal to six months rent and other monetary charges accruing under this
Lease Agreement and the obligations imposed on the trustee or the debtor-inpossession will continue for Lessee after the completion of bankruptcy proceedings;
and
(4) Lessor has determined that the assumption of this Lease Agreement will
not breach any provision in any mortgage, financing agreement, or other agreement
by which Lessor is bound relating to the Leased Property.
C. If the trustee or the debtor-in possession has assumed this Lease Agreement and
elects to assign Lessees interest under this Lease Agreement or the estate created by that
interest to any other person, that interest or estate may be assigned only if Lessor
acknowledges in writing that the intended assignee has provided adequate assurance of
future performance of all of the terms, covenants, and conditions of this Lease Agreement
to be performed by Lessee.
D. For purposes of this Section 45, adequate assurance means that; (i) Lessor
will determine that the trustee or the debtor-in-possession has, and will continue to have,
sufficient unencumbered assets after the payment of all secured obligations and
administrative expenses to assure Lessor that the trustee or the debtor-in-possession will
have sufficient funds to fulfill Lessees obligations under this Lease Agreement and to keep
the Leased Property and Facilities properly staffed with sufficient employees to conduct a
fully operational and actively promoted business on and in the Leased Property and
Facilities, and (ii) an order will have been entered segregating sufficient cash payable to
Lessor and/or a valid and perfected first lien and security interest will have been granted in
property of Lessee, the trustee, or the debtor-in-possession that is acceptable for value and
kind to Lessor to secure to Lessor the obligation of the trustee or debtor-in-possession to
cure the monetary or nonmonetary defaults under this Lease Agreement within the time
periods set forth herein.
E. For the purposes of this Section 45, adequate assurance of future performance
means that Lessor has ascertained that; (i) the assignee has submitted a current financial
statement, audited by a certified public accountant, that shows a net worth and working
capital in amounts determined by Lessor to be sufficient to assure the future performance
by the assignee of Lessees obligations under this Lease Agreement, (ii) if requested by
Lessor, the assignee will obtain guarantees, in form and substance satisfactory to Lessor,
from one or more persons or entities who satisfy Lessors standards of creditworthiness,
(iii) Lessor has obtained all consents or waivers from any third party required under any
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lease, mortgage, financing arrangement, or other agreement by which Lessor is bound, to

enable Lessor to permit the assignment, and (iv) when, pursuant to the United States
Bankruptcy Code, the trustee or the debtor-in-possession is obligated to pay reasonable use
and occupancy charges for the use of all or any part of the Leased Property, which such
charges shall not be less than the rent reserved in this Lease Agreement and other monetary
obligations of Lessee, including any additional rent due under this Lease Agreement.
F.
Lessees interest in this Lease Agreement, or any estate of Lessee created in this
Lease Agreement, shall not pass to any trustee, receiver, assignee for the benefit of
creditors, or any other person or entity, or otherwise by operation of law under the laws of
any state having jurisdiction of the person or property of Lessee, unless Lessor consents in
writing to the transfer. Lessors acceptance of rent or any other payments from any trustee,
receiver, assignee, debtor-in possession, person, or other entity will not be deemed to have
waived, or waive, the need to obtain Lessors consent or Lessors right to terminate this
Lease Agreement for any transfer of Lessees interest under this Lease Agreement without
that consent.
Section 46 Non-Discrimination. In its use and operation of the Leased Property and
Facilities, Lessee agrees to comply with the following provisions, and acknowledges and agrees
that failure to comply with any of such provisions could result in actions for noncompliance to be
taken in accordance with Minn. Stat. 363A.36 and the rules and relevant orders of the
Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
A. Lessee shall not discriminate by segregation or otherwise against any person or
persons because of race, color, creed, sex or national origin in furnishing, or by refusing to
furnish, to such person or persons the use of the Leased Premises or the Facilities including
any and all services, privileges and activities provided therein.
B. Lessee shall not discriminate against any employees or applicants for
employment because of physical or mental disability in regard to any position for which the
employee or applicant for employment is qualified, and shall take affirmative action to
employ, advance in employment and otherwise treat qualified disabled individuals without
discrimination based upon their physical or mental disability in all employment practices
such as the recruitment, advertising, layoff or termination, rates of pay or other forms of
compensation and selection for training, including apprenticeship.
C. Lessee shall comply with the rules and relevant orders of the Minnesota
Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
D. Lessee shall post in conspicuous places, available to employees and applicants
for employment, notices in a form to be prescribed by the commissioner of the Minnesota
Department of Human Rights. Such notices shall state Lessees obligation under the law to
take affirmative action to employ and advance in employment qualified disabled employees
and applicants for employment, and the rights of applicants and employees.
E.
Lessee shall notify each labor union or representative of workers with which it
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has a collective bargaining agreement or other contract understanding, that Lessee is bound
by the terms of Minn. Stat. 363A.36, and is committed to take affirmative action to
employ and advance in employment physically and mentally disabled individuals.
Section 47 Affirmative Action. With respect to its use and operation of the Leased
Property and Facilities, Lessee agrees to comply with the requirements contained in Minn. Stat.
363A.36, and with respect and in addition thereto agrees to comply with the following
provisions.
A. If Lessee has not had more than 40 full-time employees within the State of
Minnesota on a single working day, including but not limited to employees involved with
the operation of the Leased Premises and Facilities, within any calendar year, then Lessee
shall deliver to Lessor no later than the 10th day of January of the next succeeding calendar
year a certificate sworn before a notary public to such effect.
B. If Lessee has had more than 40 full-time employees within the State of
Minnesota on a single working day, including but not limited to employees involved with
the operation of the Leased Premises and Facilities, within any calendar year, then Lessee
must have adopted and have in place and effect an affirmative action plan that complies
with the requirements contained in Chapter 363A of the Minnesota Statutes and that has
been approved by the State of Minnesota, Commissioner of Human Rights for the
employment of minority persons, women and qualified disabled individuals.
C. If Lessee has not had 40 full-time employees within the State of Minnesota on a
single working day, including but not limited to employees involved with the operation of
the Leased Premises and Facilities, within any calendar year, but has had more than 40 fulltime employees on a single working day during such calendar year in the state in which it
has its primary place of business, then Lessee must, no later than the 10 th day of January of
the next succeeding calendar, either possess and supply to Lessor a current Minnesota
certificate of compliance issued by the Minnesota Commissioner of Human Rights or
supply to Lessor a certification sworn to before a notary public that it is in compliance with
all applicable federal affirmative action requirements.
Section 48 Time is of the Essence. Time is of the essence for each and every term,
condition and provision of this Lease Agreement.
Section 49 Persons Bound. The covenants, agreements, terms, provisions, and conditions
of this Lease Agreement shall bind, inure to the benefit of, and be the responsibility of the
respective heirs, distributes, executors, administrators, successors, assigns, and legal
representatives of Lessor and Lessee with the same force and effect as if each mentioned entity
in each instance where a signatory to this Lease Agreement.
Section 50 Short Form Lease. Lessor and Lessee agree that on the request of either party
each will execute, acknowledge, and deliver a short form of lease in recordable form, but
excluding explicit financial provisions.
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Section 51 Entire Agreement. This Lease Agreement and all documents referred to and
incorporated herein by reference, with the schedules, riders, and exhibits, if any, attached thereto,
contains the entire agreement between Lessor and Lessee. Any prior understanding or
representation of any kind preceding the date of this Lease Agreement shall not be binding on
either party except to the extent incorporated in this Lease Agreement.
Section 52 Modifications. Any modification of this Lease Agreement, or additional
obligation assumed by Lessor or Lessee in connection with this Lease Agreement, shall be
binding only if evidenced in a writing signed by Lessor and Lessee or an authorized
representative thereof.
Section 53 Headings. The Index and Section headings of this Lease Agreement are for
convenience only and are not a part of this Lease Agreement, do not in any way limit or amplify
the terms and provisions of this Lease Agreement, and shall be used to explain, modify, simplify,
limit, define, or aid in determining the meaning or content of this Lease Agreement.
Section 54 Enforceability. If any provision of this Lease Agreement, or the application of
such a provision to any person or circumstances, shall be determined to be invalid or
unenforceable, the remaining provisions of this Lease Agreement, or the application of the
provision to persons or circumstances other than those to which it is held in valid or
unenforceable, shall not be affected thereby and shall be valid and enforceable to the fullest
extent.
Section 55 Governing Law and Venue. All matters relating to the validity, construction,
performance, or enforcement of this Lease Agreement shall be determined in accordance with the
laws of the State of Minnesota. All legal actions initiated with respect to or arising from any
provision contained in this Lease Agreement shall be initiated, filed and venued in the State of
Minnesota District Court located in the City of St. Paul, County of Ramsey, State of Minnesota.
Section 56 Counterparts. This Lease Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute but one and the same instrument.
Section 57 Additional Documents. The parties agree to execute whatever additional
papers and documents that may be necessary to effectuate the terms of this Lease Agreement.
(THE REMAINING PORTION OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.)
IN WITNESS WHEREOF, each party to this Ground Lease with Lessee to
Construct Facilities has caused it to be executed on the day and date shown immediately below
their respective signatures.
[Signatures and date(s) of signing]
[Acknowledgments]
[Attach Exhibits]
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Ground Lease

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GROUND LEASE

Arbitration and Appraisal.

--------------------------------- per annum,.

than $_______________, (ii) change the general character, external appearance, or

and the State of Minnesota as additional insureds thereunder.

At the termination of this Lease Agreement ___ % of any remaining insurance

Section 27 Damage or Destruction of Facilities.

have no interest in or claim on the proceeds of insurance paid or payable on account of or

Lessee makes the following

A. It is a duly formed legal entity authorized and registered to transact business in

from the default of Lessee, the trustee, or the debtor-in-possession as recited in

lease, mortgage, financing arrangement, or other agreement by which Lessor is bound, to

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