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Home My WebLink AboutHEDRA Full Packet 01-13-11HASTINGS ECONOMIC DEVELOPMENT & REDEVELOPMENT AUTHORITY . Agenda for January 13, 2011, 6:00 pm City Hall Council Chambers I. Quorum II. Minutes – December 9, 2010 Regular Meeting III. Bills IV. Business A.Election and Appointment of Officers. B.Block 29 Temporary Parking Lot. C.Block 16 Lease Agreements V. Reports and Information A.HEDRA Year End Financial Summary B.Hudson Update C.Bridge Update D.Red Rock Corridor Open House E.Minnesota Main Street Visit F.Marketing Update V.Adjourn Next Meeting: February 10, 2011 ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ï ±º íí HEDRA AGENDA NOTES FOR JANUARY 13, 2011 MINUTES Please see attached HEDRA Meeting minutes from December 9, 2010 for your review and approval. BILLS DecemberBills HEDRA Commissioners$65.002010 Compensation Liesch Associates$7,804.60Hudson –Phase II Fluegel Law Firm$8,926.93Hudson Acquisition Minnesota PCA$1,350.00Hudson –Phase II MN NAHRO$140.00Association Dues 2011 Klein Bank$67,213Hudson Bond Issuance Commercial Partners Title$3,024,547.90Hudson Acquisition Rivertown Newspaper$625.00Community Guide Ad Please see attached general ledger detail for further information. BUSINESS A.Election and Appointment of Officers Appoint President, Vice President, and Treasurer to be elected from the citizen commissioners. Reappoint Shannon Rausch, Communications Specialist as Secretary Reappoint Charlene Stark, Finance Director as Assistant Treasurer Designate Dan Fluegel, City Attorney, and Robert Deike as Legal Counsel. B. Block 29 Temporary Parking Lot. MN Dot has proposed to convert a portion of Block 29 to a temporary gravel lot to serve businesses affected by the temporary closure of on-street parking th along Vermillion Street. Block 29 is located south of 4Street between Vermillion Street and Sibley Street and is owned by HEDRA. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» î ±º íí st MN Dot anticipates the parking lot will be used from mid March to June 1. The parking lot would likely be posted as with a two hour parking limit (similar to Vermillion Street) to ensure space is available for customers. In 2009 HEDRA and Stotko Speeding entered into a Preliminary Development Agreement. Stotko Speedling has reviewed the proposed plans and do not object to the temporary use. ACTION: Authorize signature of a Zero Dollar Permit to allow construction of a temporary gravel parking lot on Block 29 The Zero Dollar Permit will be distributed prior to the meeting. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» í ±º íí C.Block 16 Parking Lot Agreements At the December 20, 2010 meeting, the City Council authorized signature of a grant agreement with Metropolitan Council to provide $600,000 of funding for construction of a parking lot on Block 16 (next to the existing depot) to serve the future Red Rock Transitway needs. The grant agreement requires signature of a ground lease agreement between Met Council and HEDRA for a period of 40 years. HEDRA would agree to use the property as a parking lot during that period, and could also use the parking lot for other public uses provided it does not interfere with the primary transit parking lot use. Since the grant agreement was signed withthe City (as required by Met Council), but the parking lot is owned by HEDRA, an assignment and assumption agreement is necessary between the City and HEDRA for completion of the project. The grant assignment would transfer grant obligations from the City to HEDRA. ACTIONS: 1.Authorize Signature of the Ground Lease Agreement with Metropolitan Council. 2.Authorize Signature of the Assignment and Assumption Agreement between HEDRA and the City of Hastings. Please see attached Ground Lease Agreement and Assignment and Assumption Agreement for further information. NOTE the ground lease agreement will be revised to change reference from City to HEDRA prior to the meeting. REPORTS A.HEDRA Year End Financial Summary Please see the attached 2010 Financial Summary from Finance Director Char Stark. The summary reflects the purchase of both the Hudson and Mann properties as well as the return of the $100,000 from the dissolved Twin Cities Community Capital Fund. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ì ±º íí B.Hudson Update MN DOT has completed demolition of the eastern warehouse portion of the Hudson facility. Site grading is presently taking place. MN DOT is finalizing the contract with Stark Preservation Planning to provide for a re-use analysis of the building. Stark anticipates the project to last six months. The project would include public input. The City has submitted a grant application for $250,000 to Dakota CDA for demolition and environmental work. The CDA will award funding in February. Ehlers is featuring the Hudson site as part of their developer roundtable at their February Public Finance Seminar. This will give the site further visibility among potential developers and should provide valuable feedback. C.TH 61 Bridge Update The statnamic load testswere completed last week and yielded the results project leaders wanted to see - the new bridge's foundation is not only sound enough to carry the required loads of the new bridge, but will also hold up to side impacts such as a barge bumping into a pier. TWO WEEK LOOK-AHEAD North Side -Construction vehicles will continue to use the access road to the marinas to access the causeway in the river. Please help spread the word that access to Hub’s Landing and Captain’s Bay marinas will remain open and well maintained throughout the project. In the River . This is where a majority of the work will be taking place Cofferdam work continues on Pier 8 and 9, with large metal sheets being - driven into the ground. Pile driving will begin soon. Long work hours (7 a.m. to 9 p.m.) for these piers are expected. Pile driving for Pier 10 is complete and concrete pours for the pier footings - will begin soon. All load test activity for the project is complete. - South Side: -Demolition continues on the Hudson Building warehouse. -Excavation for Pier 5 continues. Crews will be drilling into the rock for the pier footing caissons. -Unlike the work on the north side, there are no piles to be driven. Pier 5 will be supported by rebar-reinforced concrete that will be poured in place. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ë ±º íí -Xcel Energy work continues near the substation work to replace the There are no planned outages currently transmission tower east of Hwy 61. being expected as a result of this work. -Pre-construction building surveys are being completed and coordinated with building owners and businesses. D.Red Rock Corridor Open House th The Red Rock Corridor will be holding an open house on Tuesday, January 11 beginning at 6:30pm at Hastings City Hall to review concepts for the proposed station. More information from the open house will be presented at the meeting. E.Minnesota Main Street ProgramVisit In October, 2010 HEDRA authorized submittal of a grant application to be part of the Minnesota Main Street Program. The selection committee will be in town on st Friday, January 21 between 8:30 and Noon. The tour will commence from City Hall. Please feel free to join us at 8:30. F.Marketing Update City Attorney Dan Fluegel reviewed the letter of Agreement with Himle Horner Inc. following last month’s meeting. Nothing significant was noted by the attorney. The agreement has been signed and returned to HHI. Staff is now collecting a variety of information and material to submit to HHI for them to begin the first phase of the marketing analysis. ATTACHMENTS HEDRA Minutes –December 9, 2010 General Ledger Detail –December, 2010 Ground Lease Agreement – Red Rock Parking Lot Assignment and Assumption Agreement – Red Rock Parking Lot 2010 Financial Report ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ê ±º íí Hastings Economic Development and Redevelopment Authority 6:00 pm Hastings City Hall Minutes of December 9, 2010 HEDRA CommissionersPam Holzem, Dennis Peine,Anthony Alongi, Danna Elling Schultz,and Ron Toppin,present HEDRA Commissioners Absent: Bob Hollenbeck, andKurt Keena, Staff present: Community DevelopmentDirector John Hinzmanand Community Relations Specialist Shannon Rausch. Q: UORUM A quorum was establishedand the meeting was called to order, by Acting Chair Ron Toppin at6pm with fourmembers present. I. M INUTES Commissioner Alongimotioned to approve the minutes from the November 9, 2010 meetings, Commissioner Holzem seconded the motion. Motion approved 5-0 III.B ILLS Commissioner Alongimoved to pay the bills. Commissioner Peine seconded the motion. Motion Passed 5-0 IV.B USINESS A. Hudson Manufacturing – Issuance & sale of Bonds. The Commission reviewed theLetter of Agreement for services with Himle Horner Inc (HHI) for marketing services. No significantquestions were raised, but it was recommended that staff have the City Attorney review it as well. Once this agreement is signed Staffwill begin working with HHIon Phase I, of this project that includes: goal setting, base research (specifically marketplace review which will review available regional market trend information,) meeting with the Focus Group (to clarify plan goalsand objectives, prioritize target audiences, Identify Hastings’ community strengths and challenges.) HHI will also, consult with Hastings Bridge Project team during this phase to gain an understanding of team’s goals and objectives, the construction schedule and key milestones and planned public information strategies in order to identify opportunities for complementary, strategies, as well as identify any gaps that HEDRA could help fill. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» é ±º íí Commissioner Holzem Authorize Signature of Marketing Agreement with Himle Horner following review by Counsel. Motion was seconded by Elling Schultz. Motion passed 5 – 0 IV.R EPORTS A. Hudson Acquisition Update On December 2, 2010 HEDRA finalized purchase of the HD Hudson facility at 200 West 2nd Street. Hudson also closed on the vacant Intek facility at 800 East 10th Street. Hudson will remain in its 2nd Street location through the first part of 2011 while they transition their operations. MN DOT is moving forward on a re-use plan of the Hudson site.The re-use study was required because of the potential historic designation of the building. The re-use study will include physical condition, architectural analysis, and market for re-use. The re-use plan team includes Bob Claybaugh (who assisted with the Heart of Hastings Master Plan), and Stark Preservation Planning. Staff is working on applications for Dakota CDA funding, andwill be submitting thesefor future environmental remediation and site preparation. B.TH 61 Bridge Update •Visual Quality Team will met at 1pm on December 8th at the Fire Station andreviewed the color choices and vote for thefinal color. Mike Slavik, the City Council representative to the VQT has taken a poll of nearly 400 people on their bridge color preference. 38% voted dark blue, 34% voted terra cotta, 28% voted gray.The final decision by the VQT was for the terra Cotta version. •Demolition of the most eastern warehouse portion of Hudson began on December 6th. This could take several weeks. • Pile Driving Continues.Explosives will be used for statnamic load testing through th December 10, or longer depending on weather conditions. • Causeway is under construction on theNorth Bank to facilitate pier construction. C.Park and Ride Lot Update Staff has received the grant and lease agreement related to the $600,000 allocation for construction of the park and ride lot. We are discussing ways to amend the state allocation language to remove them Met Council ownership provision and allow the City and HEDRA to be the owners of this parking lot to better allow the City to use it for other activities beyond just a commuter parking lot. A: DJOURNMENT Commissioner Elling Schultzmoved to adjourn at 6:40p.m., Commissioner Alongiseconded. Motion Passed 5-0 Next meeting is scheduled for Thursday,January13, 2011at 6:00pm in the Council Chambers. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» è ±º íí Shannon M. Rausch, HEDRA Secretary ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ç ±º íí ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïð ±º íí ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïï ±º íí ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïî ±º íí ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïí ±º íí ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïì ±º íí ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïë ±º íí GROUND LEASE Landlord: City of Hastings Agreement No.___ Metropolitan Council Tenant: Lease Term: 40 years from the Effective Date. Renewal of Lease If renewal of the Lease will continue to carry out the Governmental Program and if the Term: renewal is authorized by the Commissioner of Management and Budget. Termination: End of lease term or if bonding appropriation language changes. Governmental Construction, operation and maintenance of a 100 space parking lot for the Red Rock Program: Corridor Transitway. The Facility is more specifically defined on Exhibit A. Tenant Legal Rent: $0 Authority: Minn. Stat. §473.129 Security Deposit: $0 All Taxes: LL Landlord Legal All Utilities: LL Authority: All Repair, Operation and Maintenance Costs: LL Insurance: LL Property: See attached Exhibit B Landlord’s Rights: The Landlord reserves the right to use the Property to carry out the Governmental Program. The Landlord also reserves the right to use the Property for other public uses provided that the public use does not conflict with the Governmental Program. Tenants Use: Governmental Program and General Public Transit THIS GROUND LEASE AGREEMENT (“Lease”) is entered into and effective as of ________________, 2010 (the “Effective Date”), by and between the City of Hastings, a public body corporate under the laws of the state of Minnesota (the “Landlord”) and the Metropolitan Council, a public corporation and political subdivision of the state of Minnesota (the “Tenant”). WHEREAS, the Minnesota Legislature by Minnesota Laws 2005, Chapter 20, Article 1, Section 19, Subdivision 4 and Minnesota Laws 2006, Chapter 258, Section 17, Subdivision 5, as amended by 2010 Bond Language, Chapter 189, appropriated state bond funds to the Tenant for the Red Rock Corridor Transitway. WHEREAS, pursuant to grant agreement number SG-2010-100, Tenant has granted a portion of the state bond funds to the Landlord for the construction of a 100 space parking lot for the Red Rock Corridor Transitway (the “Facility”). WHEREAS, because the bonding appropriation was to the Tenant rather than to the Tenant as a grant to the Landlord, the tenant must have an ownership interest in the real estate that is being improved with the state bond funds unless the bonding appropriation language is ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïê ±º íí changed. WHEREAS, the Landlord has agreed to lease the real property legally described on the Exhibit A attached (the “Property”) upon which the Facility will be constructed, to the Tenant in order to satisfy the state bond fund requirements of ownership. NOW, THEREFORE, in consideration of the mutual terms and conditions contained herein, the parties agree as follows: Property 1.. Landlord hereby leases to Tenant, and Tenant hereby leases from Exhibit B Landlord the Property shown and described on the attached . Term 2.. The term of this Lease (“Term”) shall be for 40 years commencing on the Effective Date and terminating on the earlier of ____________, 2050 or earlier termination as provided in Section 3. This Lease may be extended for additional periods of time by mutual written agreement of the parties, if the lease term extension is to carry out the Governmental Program and the lease term extension is authorized by the Commissioner of Management and Budget. Termination 3.. This Lease shall automatically terminate with further action by the not parties if the bonding appropriation language is changed and the Tenant is required to have an ownership interest in the Property. Rent 4. . Rent during the Term is in the annual amount $0 per year. Use of Property and Facility 5.. Tenants Use A.: Governmental Program and general public transit. Reservation of Rights B.: The Landlord specifically reserves the right to use the Property to carry out the Governmental Program. The Landlord also reserves the right to use the Property for other public uses provided that the public use does not conflict with the Governmental Program. Landlord shall not use, or permit the use of the Property and Facility in any manner that would jeopardize the tax exempt status of any financing used to acquire the Property or to construct or operate the Facility. Grant Agreement, Minn. Stat. §16A.695 and Third Amended Commissioners 6. Order dated 8-26-2010 . The Landlord’s use of the Property and Facility is subject to the requirements of the parties grant agreement (SG-2010-100), Minnesota Statutes §16A.695 and the Third Amended Order of the Commissioner of Management and Budget related to state bond financed property. If there is a conflict between this Lease Agreement and the requirements of the above, the requirements of the above shall control. Real Estate Taxes and Special Assessments 7.. Landlord shall be responsible for the payment of all real property taxes and installments of special assessments levied against the Property as a result of the activities under this Lease, including, without limitation, any sublease ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïé ±º íí of Tenant’s interest hereunder. Construction, Alteration, Repair, Maintenance and Utilities 8.. Landlord shall be responsible for all costs related to the design, construction, operation and maintenance of the Facilities. This shall include, but shall not be limited to the following: A.Security monitoring and/or patrol B.Lawn care/landscaping C.Snowplowing D.Waste removal E.Lighting & electrical maintenance and repair F.Sweeping G.Signage repair/installation H.Architectural/Engineering services (site/infrastructure inspections & recommendations) I.Concrete & Asphalt roadway repair/rehabilitation/replacement J.Concrete (parking) structure repair/rehabilitation/replacement K.Site improvements (development/landscaping/drainage, etc.) L.Security improvements (site/parking deck/bus way lighting, CCTV installations, gates & fencing Landlord shall also be responsible for the payment for all utility service provided the Facility. Indemnification. 9. Subject to the liability limits in Minnesota Statutes Section Chapter 466, Landlord agrees to defend, indemnify and hold harmless Tenant from and against any and all injury, loss, damage, claim, demand, liability, penalty, and fine, including costs and attorneys’ fees (“Claims”) by third parties arising from or related to the acts or omissions of Landlord or Landlord’s employees, officers, consultants, contractors, agents, and invitees. Notwithstanding the foregoing sentence, Landlord shall not be responsible to indemnify, defend or hold harmless the Tenant to the extent a Claim results from the negligence or willful misconduct of the Tenant, its employees and agents. Hazardous Materials 10. Defined Terms A. . (i) “Claim” means and includes any demand, cause of action, proceeding or suit for any one or more of the following: 1) actual or punitive damages, losses, injuries to person or property, damages to natural resources, fines, penalties, interest, contribution or settlement; 2) the costs of site investigations, feasibility studies, information requests, health or risk assessments, or Response (as hereinafter defined) actions; and 3) enforcing insurance, contribution or indemnification agreements. (ii) “Environmental Laws” means and includes all federal, state and ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïè ±º íí local statutes, ordinances, regulations and rates relating to environmental quality, heath, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq. and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), 7 U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C., Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 432.1 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 6.51 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act; the Emergency Planning and Community Right-to-Know Act, and Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act (“TSCA”), 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; the Minnesota Environmental Response and Liability Act (“MERLA”), Minn. Stat. Ch. 115B; and the state super lien and environmental clean-up statutes, with implementing regulations and guidelines, as amended from time to time. Environmental Laws shall also include all state, regional, county, municipal and other local laws, regulations, and ordinances insofar as they are equivalent or similar to the federal laws recited above or purport to regulate Hazardous Materials (as hereinafter defined). (iii) “Hazardous Materials” means and includes the following, including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, medical waste by-product or constituent regulated under CERCLA; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel, pesticides regulated under the FIFRA; asbestos and asbestos containing materials, PCBS, and other substances regulated under the TSCA; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; and industrial process and pollution control wastes, whether or not hazardous within the meaning of RCRA; any substance whose nature and/or quantity or existence, use, manufacture, disposal or effect render it subject to federal, state or local regulation, investigation, remediation, or removal or potentially injurious to public heath or welfare. (iv) “Use”, as a verb, means to manage, generate, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or bum for energy recovery, incinerate, accumulate speculatively, transport, transfer, dispose of, or abandon Hazardous Materials. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» ïç ±º íí (v) “Release or Released” means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of Hazardous Materials into the environment, as ‘environment’ is defined in CERCLA. (vi) “Response or Respond” means action taken in compliance with Environmental Laws to correct, remove, remediate, cleanup, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous Material. Obligations with Respect to Environmental Matters B.. (i) Landlord will remain liable for its own compliance with all Environmental laws and for any claims that arise with regard to the Property for any reason other than as a result of Tenant’s violation of subparagraph (b) below. (ii) Tenant will not use, or authorize the use of, any Hazardous Materials on the Property, including installation of any underground storage tanks, without prior written disclosure to and approval by Landlord. Unless previously approved in writing by Landlord, Tenant will not take any action that would subject the Property to permit requirements under RCRA for storage, treatment or disposal of Hazardous Materials. Tenant will not dispose of Hazardous Materials on, in, under or about the Property. Neither Tenant nor Landlord will not discharge Hazardous Materials into Property’ drains or sewers. Copies of Notices C.. During the term of this Lease, Tenant or Landlord will provide the other party with copies of all summons, citations, directives, information inquiries or requests, notices of potential responsibility, notices of violation or deficiency, orders or decrees, Claims, complaints, investigations, judgments, letters, notices of environmental liens or Response actions in progress, and other communications, written or oral, actual or threatened, from the United States Environmental Protection Agency, Occupational Safety and Health Administration, Minnesota Pollution Control Agency, or other federal, state or local agency or authority, or any other entity or individual, concerning any Release of a Hazardous Material on, to or from the Property, the imposition of any lien on the Property, or any alleged violation of or responsibility under Environmental Laws. Landlord and Landlord’s beneficiaries, agents and employees may enter the Property and conduct appropriate inspections or tests in order to determine Tenant’s compliance with Environmental Laws. Tests and Reports D.. Upon written request by Landlord, Tenant will provide Landlord with transportation and disposal contracts for Hazardous Materials, with any permits issued under Environmental Laws, and with any other applicable documents to demonstrate that Tenant complies with all Environmental Laws relating to the Property. ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îð ±º íí Default 11.. It is an event of default by Landlord or Tenant hereunder if Tenant or Landlord defaults in the performance of or compliance with any terms, conditions, and covenants of this Lease, when the default is not cured within 30 days after written notice thereof from Landlord to Tenant or Tenant to Landlord, except for any default not capable of being cured within that 30 day period, in which event the time permitted to Tenant or Landlord to cure the default will be extended for as long as necessary to cure the default, provided that Tenant or Landlord commences promptly and proceeds diligently to cure the default. Non-Waiver 12.. The failure of Landlord to insist at any time upon Tenant’s strict performance of any of the covenants or agreements contained in this Lease is not be construed as a waiver or relinquishment of such covenants or agreements for the future. No waiver by any party of any provision of this Lease is to be deemed to have been made unless expressed in writing and signed by the party waiving same. Miscellaneous 13. Notices A.. Any notice or other communication or payment herein required or permitted to be given is to be deemed given if and when personally delivered in writing or if and when mailed in a sealed wrapper by United States registered or certified mail, postage prepaid, properly addressed to the address specified herein. Unless and until changed by notice to the other parties. As to Tenant: Metropolitan Council Attn: Office of the General Council 390 Robert Street North St. Paul, MN 55101-1805 As to Landlord: City of Hastings Attn: th 101 East 4 Street Hastings, MN 55033 Liens and Encumbrances B. . Landlord shall not allow any mechanics’, material suppliers’, and other liens arising out of any work, labor done, services performed, or materials furnished for Landlord or its contractors or consultants or claimed to have been furnished for Landlord or its contractors or consultants to be perfected against the Property. Disposition upon Termination C.. Upon termination of this Lease, the Tenant will provide Landlord with appropriate instruments, reasonably acceptable to Landlord transferring all Tenant’s right, title and interest in the Property, the Facility, and any immovable fixtures to Landlord, but subject to any liens or encumbrances placed on ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îï ±º íí the Facility or the immovable fixtures by Tenant. Tenant may remove all personal property owned by it from the Property and the Facility at the expiration of this Lease. Recording of Lease D.. This Lease may be recorded in the property records of the County at the expense of the Tenant. Amendments E.. This Lease may not be amended without the express written consent of the Commissioner of Management and Budget. [Remainder of page left intentionally blank] ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îî ±º íí IN WITNESS WHEREOF, the Metropolitan Council has caused this Lease Agreement to be executed on its behalf by its Regional Administrator and the City of Hastings has caused this Lease Agreement to be executed on its behalf by its __________ and _________________, all as of the Effective Date. METROPOLITAN COUNCIL By: Its: Regional Administrator Approved as to form: _________________ Office of the General Counsel } STATE OF MINNESOTA ss.: COUNTY OF RAMSEY The foregoing instrument was acknowledged before me this ______ day of ___________ 2010 by Thomas H. Weaver, Regional Administrator of Metropolitan Council, a political subdivision of the State of Minnesota, on behalf of said political subdivision. Notary Public ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îí ±º íí CITY OF HASTINGS By Its: By Its: } STATE OF MINNESOTA ss.: COUNTY OF DAKOTA The foregoing instrument was acknowledged before me this ______ day of __________, 2010 by _________________ and ______________________, the ___________________ and _______________________, respectively, of the City of Hastings, a political subdivision under Minnesota law, on behalf of the City. Notary Public THIS DOCUMENT DRAFTED BY: Peter A. Hanf Associate General Counsel Metropolitan Council 390 North Robert Street St. Paul, MN 55101 9 ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îì ±º íí Exhibit A Site Plan and Description of Facility [To be supplied prior to execution] ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îë ±º íí Exhibit B Legal Description of Property [Legal to be provided prior to execution] 11 ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îê ±º íí ASSIGNMENT AND ASSUMPTION AGREEMENT THIS AGREEMENT is made and entered into and effective as of ________, 2011 (the “Effective Date”) by and between the City of Hastings, a Minnesota Municipal Corporation (the “City”) and the Hastings Economic Developmentand Redevelopment Authorityin and for the City of Hastings, a public body corporate and politic under the laws of the State of Minnesota (the “HEDRA”). RECITALS WHEREAS, the City entered into a grant agreement (“Grant Agreement”) with the MetropolitanCouncil (the “Council”) whereby the Council granted a portion of appropriated state bond funds to the City for construction of a 100 space parking lot for the Red Rock Corridor Transitway (“the Facility”). WHEREAS, the Facility is to be constructed on real property owned by HEDRAwithin the City of Hastings. WHEREAS, the City desires to assign its rights and interests under the Grant Agreement, and HEDRA desires to assume all obligations of the City under the Grant Agreement, to accomplish construction of the Facility upon HEDRA’s real property. WHEREAS, the Grant Agreement provides that the City shall not assign, contract out, sublet, subgrant, or transfer any grant project activities without receiving the express written consent of the Council and such consent, if granted, may be conditioned on compliance by the grantee with terms and conditions specified by the Council. WHEREAS, the Council desires to consent to the City’s assignment of its rights and interests under the Grant Agreement upon the conditions that HEDRA assume all obligations of the City under the Grant Agreementand further that the City remain a party to the Grant Agreement and primarily responsible for all performance of the City thereunder in the event any such obligation is not performed by HEDRA. NOW, THEREFORE, in consideration of the mutual terms and conditions contained herein, the parties agree as follows: 1.The City assigns, subgrants and transfers to HEDRA all of the City’s right, title and interest in the Grant Agreement, a copy of which is attached hereto as Exhibit A and incorporated herein, subject to the limitations contained herein. 2.HEDRA accepts the assignment, subgrant and transfer of the City’s right, title and interest in the Grant Agreement and assumes all obligations of the City to perform thereunder, subject to the limitation contained herein. 3.The City and HEDRA acknowledge and agree the City shall remain a party to the Grant Agreement and the City shall remain primarily responsible for all performance by the City ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îé ±º íí thereunder in the event any such obligation is not otherwise performed by HEDRA. Nothing contained herein shall be construed to negate or terminate the contractual relationship between the Council and the City created in the Grant Agreementnor shall it operate to prevent the Council from exercising any remedies available to it under the Grant Agreement directly against the City, including remedies for default by the City or HEDRA acting on its behalf. IN WITNESS WHEREOF, the City of Hastings has caused this Assignment and Assumption Agreement to be executed on its behalf by its Mayor and City Clerk and the Hastings Economic Development and Redevelopment Authority has caused this Assignment and Assumption Agreement to be executed on its behalf by its President, all effective as of the Effective Date. City of Hastings, a Minnesota Municipal Corporation By:____________________________ Paul J. Hicks, Its Mayor By:____________________________ Melanie Mesko Lee Its Assistant City Administrator and City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this _____ day of ____________, 2011 by Paul J. Hicks, Mayor of the City of Hastings, a Minnesota municipal corporation, and by Melanie Mesko Lee, Assistant City Administrator/City Clerk of the City of Hastings, a Minnesota municipal corporation, on behalf of said municipal corporation. _________________________________ Notary Public ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îè ±º íí Hastings Economic Development and Redevelopment Authority in and for the City of Hastings, a Public Body Corporate and Politic under the Laws of the State of Minnesota By:______________________________ Its President STATE OF MINNESOTA) ) ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me on this _____ day of ________, 2011 by the Presidentof the Hastings Economic Development and Redevelopment Authority in and for the City of Hastings, aPublic Body Corporate and Politic under the laws of the State of Minnesota on behalf of the public body corporate and politic. ______________________________ Notary Public ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» îç ±º íí CONSENT The Metropolitan Council consents to the foregoing Assignment and Assumption Agreement subject to the conditions and restrictions contained herein. METROPOLITAN COUNCIL By:____________________________ Its: Regional Administrator Approved as to form: ____________________ Office of the General Counsel STATE OF MINNESOTA) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me on this _____ day of ________, 2011 by Thomas H. Weaver, Regional Administrator of the Metropolitan Council, a political subdivision of the State of Minnesota, on behalf of said political subdivision. ______________________________ Notary Public DRAFTED BY: DANIEL J. FLUEGEL, Atty. Reg. #0303112 FLUEGEL LAW FIRM P.A. 999Westview Drive, Suite 1 Hastings, MN 55033 Telephone: (651)438-9777 Facsimile: (651)438-9775 DAF/lmp ØÛÜÎß Ó»»¬·²¹ Ð¿½µ»¬ ó Ö¿²«¿®§ ïíô îðïïÐ¿¹» íð ±º íí