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2003 [05] May 08
. www.cityofstjoseph.com ity of St. Joseph 25 College Avenue North PO Box 668 St. Joseph Economic Development Authority St. Joseph, MN 56374 SPECIAL MEETING NOTICE (320) 363-1201 Fax: (320)363-0342 ADMINISTRATOR Thursday, May 8, 2003 Judy Weyrens 4:00 p.m. City Hall MAYOR Larry J. Hosch 1. Call to Order. COUNCILORS Alan Rassier 2. Business. Ross Rieke Gary Utsch a. Revised Lease Purchase Agreement: Maintenance Facility. Dale Wick b. Approval of Change Orders for St. Joseph Maintenance Facility. 3. Adjourn. . . . . . ;¿ · www.cityofstjoseph.com ity of St. Joseph 25 College Avenue North D t April 30, 2003 PO Box 668 a e: Sf. Joseph, MN 56374 Memo To: St. Joseph Economic Development Authority (320) 363-720 I :! \1'Ç" . e L ;-m, Fax: (320) 363-0342 Memo From: Joanne Foust and Cynthia Sm -Strack ADMINISTRATOR RE: Revised Lease Purchase Agreement for Maintenance Facility Judy Weyrens MAYOR Project Background Larry J. Hosch At a special meeting on April 22, 2003 the EDA approved a lease purchase agreement with the City relative to the proposed public works maintenance facility. At the meeting, discussion COUNCILORS regarding the ability of the EDA to approve change orders occurred for the project occurred. The Alan Rassier lease purchase agreement was adopted with the understanding the document could be Ross Rieke amended. Gary Utsch Dale Wick To those ends the City's Bond Counsel has updated the agreement to include language which requires the EDA and City Council approve/disapprove change orders. The language appears on Page 10, in Section 3.2: as follows: "Notwithstanding the foregoing, all changes in Specifications shall be approved by the Lessor and the Lessee . . . " · Action Following discussion a motion to approve the amended lease/purchase agreement may be entertained. · 3 . LEASE WITH OPTION TO PURCHASE AGREEMENT BETWEEN ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ST. JOSEPH, MINNESOTA as Lessor and . CITY OF ST. JOSEPH, MINNESOTA as Lessee Dated as ofthe 1st day of April, 2003 Drafted By: Briggs and Morgan, Professional Association 2200 First National Bank Building Saint Paul, MN 55101 . 1 520997vl ~ · TABLE OF CONTENTS ARTICLE I DEFINITIONS AND EXHIBITS.................................................................... 2 Section 1.1. Definitions................... ... ............. ......................................................... 2 Section 1.2. Exhibits ........ ........................ ................... ............... .............................. 6 ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES .....................7 Section 2.1. Representations, Covenants and Warranties of Lessee........................ 7 Section 2.2. Tax-Exempt Status of the Bonds; Rebate ............................................ 8 Section 2.3. Representations, Covenants and Warranties of Lessor ........................ 8 ARTICLE III CONSTRUCTION AND LEASE OF PROJECT ......................................... 10 Section 3.1. Cost of Project; Financing ... ........................ ........ .................. ..... ....... 10 Section 3.2. Construction of Project; Payment of Cost ......................................... 10 Section 3.3. Lease and Sublease.. ............. .......................... ................................... 11 Section 3.4. Possession and Enjoyment.............................. ..................... ......... ..... 11 Section 3.5. Lessor Access to Project... ...................... ............................. .... .......... 11 ARTICLE IV TERM OF LEASE..... .... ................................................................................ 12 Section 4.1. Lease Term......... .......... ...... ....... ........................ ................................. 12 Section 4.2. Termination by Lessee..... ............................................................. ..... 12 Section 4.3. Intent to Continue Lease Term; Appropriations and Property Taxes......................... ........................ ................................................. 12 · Section 4.4. Effect of Termination................. ........................................................ 12 Section 4.5. Nonsubstitution......... .............................. ........................................... 13 Section 4.6. Termination of Lease Term ............ ........... ..... ............ ..... .................. 13 ARTICLE V RENTAL PAYMENTS ......... ...... .................................................. ................ 14 Section 5.1. Rental Payments.... ............................ ................................................. 14 Section 5.2. Interest Component............................................................................ 14 Section 5.3. Rental Payments to be UnconditionaL.............................................. 14 Section 5.4. Current Expense .... ....... .... ...... ........................ ......... ..... ......... ............. 14 ARTICLE VI INSURANCE AND INDEMNIFICATION ..................................................16 Section 6.1. Liability Insurance............................................................................. 16 Section 6.2. Property Insurance ...... ............................................................... ........ 16 Section 6.3. Worker's Compensation Insurance ............. ....................................... 16 Section 6.4. Requirements For All Insurance........................................................ 16 Section 6.5. Indemnification; Hazardous Substance.............................................. 16 Section 6.6. Damage to or Destruction of Project .................................................18 ARTICLE VII OTHER OBLIGATIONS OF LESSEE......................................................... 19 Section 7.1. Use; Pen:nits..... ...................... ............................................................ 19 Section 7.2. Maintenance of Project by Lessee....... ..... .................... ..................... 19 Section 7.3. Taxes, Other Governmental Charges and Utility Charges................. 19 · Section 7.4. Advances...................... ............. ....... ..... ... ... ....................................... 20 1 520997vl 5 ARTICLE VIII TITLE. .................................. .... ......... ...... ............. ... ... ... .,. ..................... ........ 21 . Section 8.1. Title......... ............. ......... .................... ........................... ........ .............. 21 Section 8.2. Security Interest................................................................................. 21 . . 1 520997vl ~11 Section 8.3. Liens................................................................................................... 21 . Section 8.4. Installation of Lessee's Equipment. ........ ............................................ 22 Section 8.5. Modification of Project ................................... ...... ............................. 22 Section 8.6. Easements and Utility Access ............................................................23 Section 8.7. Release of Unimproved Land ....... ............. ............ .......... ............. ..... 23 Section 8.8. Covenant For the Benefit ofthe Bondholders ...................................24 ARTICLE IX PROJECT WARRANTIES........................................................................... 25 Section 9.1. Selection of Project. ................... ......... ............................................... 25 Section 9.2. Construction and Maintenance ofProject.......................................... 25 Section 9.3. Contractors' Warranties...... ......... ....................................................... 25 Section 9.4. Disclaimer of Warranties................................................................... 25 ARTICLE X PREP A YMENT ................... .... ............. ....... .................................................. 26 Section 10.1. When Available... ........ ............. ......................................................... 26 Section 10.2. Exercise of Purchase Option ............... ...... ... .............. ........ .......... ...... 26 Section 10.3. Release of Lessor's Interest...... ..... ................................................. .... 26 Section 10.4. Defeasance............... ................... ....... ........... ... ....... .... ....................... 26 Section 10.5. Partial Prepayment or Defeasance ..................................................... 27 Section 10.6. Exercise of Partial Prepayment or Defeasance Option ...................... 27 Section 10.7. Credit for Partial Prepayment or Defeasance..................................... 27 ARTICLE XI ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING .......... 28 . Section 11.1. Assignment by Lessor ................... ..... ... .................................... ......... 28 Section 11.2. Assignment and Subleasing by Lessee .............................................. 28 Section 11.3. Restriction on Mortgage or Sale of Project by Lessee....................... 28 ARTICLE XII EVENTS OF DEFAULT AND REMEDIES ................................................29 Section 12.1. Events of Default Defined ... ...... .................. ................. ..................... 29 Section 12.2. Remedies on Default................... ....................................................... 30 Section 12.3. Return of Proj ect................................................................................ 31 Section 12.4. No Remedy Exclusive.... .................................................................... 31 Section 12.5. Agreement to Pay Attorneys' Fees and Expenses.............................. 31 Section 12.6. Late Charge........................................................................................ 31 ARTICLE XIII ADMINISTRATIVE PROVISIONS ............................................................. 33 Section 13.1. Notices................... ........ .................. .................................................. 33 Section 13.2. Financial Information............................. ............................................ 33 Section 13.3. Binding Effect.. .............. ... ... .., .......... ...... ...... ..................................... 33 Section 13.4. Severability........................................................................................ 33 Section 13.5. Amendments, Changes and Modifications ........................................ 33 Section 13.6. Captions............................................................................................. 33 Section 13.7. Further Assurances and Corrective Instruments ................................33 Section 13.8. Execution In Counterparts.. ........ ....... ............................... ...... .... ....... 33 Section 13.9. Applicable Law.................................................................................. 33 . EXHIBIT A . . . . . .. .. . ... . . . . . . .. . .. .. . .... .. . .. . . . . . .... .. .. .. .. .. .. .. .. . . .... ..... .. . .. .. . .. . . .. . . . .. . .. . .. .. . .. .. . . . . .. . . .. .. .. A-I EXHIBIT B ...................................................................................................................... B-1 1 520997vl ii '7 · EXHIBIT C ...................................................................................................................... C-l EXHIBIT D ......................................................................................................................D-l · · 1 520997vl 11 8 . THIS LEASE WITH OPTION TO PURCHASE AGREEMENT dated as of April 1 , 2003 (the "Lease"), by and between the Economic Development Authority ofthe City of St. Joseph, a public body corporate and politic and a political subdivision duly organized and existing under the laws ofthe state of Minnesota as Lessor ("Lessor") whose address is 21 First Avenue Northwest, St. Joseph, Minnesota 56374-0668 and the City of St. Joseph, a municipal corporation and political subdivision duly organized and existing under the laws of the state of Minnesota as Lessee ("Lessee"), whose address is 21 First Avenue Northwest St. Joseph, Minnesota 56374-0668. WITNESSETH: WHEREAS, Lessee is authorized by law to acquire such items of real and personal property as are needed to carry out its governmental functions, and to acquire such real and personal property by entering into lease with option to purchase agreements; and WHEREAS, Lessee has determined that it is necessary for it to acquire under this Lease certain real and personal property described herein as the Project; and WHEREAS, the Lessor has heretofore established a redevelopment project area and has adopted a redevelopment plan dated April 17, 2003, as approved by resolution ofthe Lessor's governing body adopted on April 17, 2003, in connection with the acquisition and betterment of the Project for the Lessee; and . WHEREAS, Lessor is willing to finance the acquisition and betterment of the Project and to lease the Project to Lessee pursuant to this Lease and the Lessee is willing to rent the Project rrom Lessor, pursuant to this Lease; NOW, THEREFORE, in the joint and mutual exercise of their powers, and in consideration ofthe mutual covenants herein contained, the parties hereto recite and agree as follows: . 1520997vl q . ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section or in the Bond Resolution shall, for all purposes of this Lease, have the meanings herein specified. Act: Collectively, the Lessor Powers Act and the Lessee Powers Act. Board of Commissioners: Board of Commissioners of the Issuer, or its successor as governing body ofthe Issuer. Bonds: Public Project Revenue Bonds of2003 (City ofSt. Joseph Lease With Option to Purchase Project). Bond Counsel: Briggs and Morgan Professional Association, in St. Paul, Minnesota, or any other law firm nationally recognized as bond counsel in the municipal bond industry. Bond Fund: The Bond Fund created pursuant to Section 5-2 ofthe Bond Resolution. . Bond Resolution: The resolution of the Lessor adopted by its Board of Commissioners on April 22, 2003, authorizing issuance and sale ofthe Bonds, as the same may be amended, modified or supplemented by any amendments or modifications thereof. Business Day: Any day other than a Saturday, Sunday, legal holiday or a day on which banking insti.tutions in the City of St. Paul, Minnesota, are authorized by law or executive order to be closed. Casualty Value of the Proiect: As of the date of payment, the principal amount of all outstanding installments of principal, plus unpaid interest thereon until the earliest date on which they may be called for extraordinary redemption under Section 3-1 (2) of the Bond Resolution, less all sums held in the Bond Fund. City: City ofSt. Joseph, Minnesota. Code: Internal Revenue Code of 1986, as amended. Condemnation: The meaning given that term in Section 1-1 of the Bond Resolution. Contractor: Each of the contractors from whom Lessee has ordered or will order or with whom Lessee has contracted or will contract for the acquisition, construction and installation of any portion ofthe Project. . Environmental Law: The Comprehensive Environmental Response, Compensation and Liability Act, 42 D.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.c. 1 520997vl 2 lo . §6901 et seq., the Hazardous Materials Transportation Act, §1802 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq., the Clean Water Act, 33 U.S.C. §1321 et seq. the Clean Air Act, 42 D.S.C. §7401 et seq., the Minnesota Environmental Response and Liability Act, Minn. Stat. ch. 115B, the Minnesota Petroleum Tank Release Cleanup Act, Minn. Stat. ch. 115C, and any other federal, state, county, municipal, local or other statute, law, ordinance or regulation which may relate to or deal with human health or the environment, all as may be from time to time amended. Fiscal Year: The fiscal year January 1 to December 31 of the Lessee. Governmental Unit: A "governmental unit" within the meaning of Section 141 of the Code. Hazardous Substances: Asbestos, ureaformaldehyde, polychlorinated biphenyls ("PCBs"), nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens, petroleum products and by-products and other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances listed or identified in, or regulated by, any Environmental Law. Indeµendent Counsel: An attorney duly admitted to the practice of law before the highest court ofthe State who is not a full-time employee of Lessor or Lessee. . Independent Engineer: An Independent engineer or engineering firm or an Independent architect or architectural firm qualified to practice the profession of engineering or architecture under the laws of Minnesota and who is not an officer of Lessee or Lessor. Interest: The portion of any Rental Payment designated as and comprising interest as shown in the attached Exhibit B. Land: The real property described in Exhibit A hereto. Lessee Powers Act: Minnesota Statutes, Sections 465.71 and 469.041, as from time to time amended. Lessor Powers Act: Minnesota Statutes, Sections 469.090 through 469.1081. Net Proceeds: Any property insurance proceeds or Condemnation award, paid with respect to the Project, remaining after payment therefrom of all expenses incurred in the collection thereof. Non-appropriation: The failure of the governing body of Lessee to appropriate money for any Fiscal Year of Lessee sufficient for the continued performance of this Lease by Lessee, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee from using any moneys to pay the Rental Payments due under this Lease for a designated Fiscal Year and all subsequent Fiscal Years. . 3 1 520997vl 1\ . Paying Agent: U.S. Bank National Association, in St. Paul, Minnesota, or any other bank designated pursuant to the Bond Resolution as agent of the Lessor to receive or disburse the principal and interest on the Bonds. Payment Date: The date as provided in Exhibit B attached hereto, prior to which date a Rental Payment is required to be paid as provided in Section 5.1 hereof. Permitted Encumbrances: As of any particular time: (i) liens for taxes and assessments not then delinquent, or which Lessee may, pursuant to provisions of Section 7.3 hereof, permit to remain unpaid, (ii) this Lease and amendments hereto, (iii) Lessor's interest in the Project, (iv) any mechanic's, laborer's, materialmen's, supplier's or vendor's lien or right not filed or perfected in the manner prescribed by law, and any such lien which Lessee may, pursuant to Article VIII hereof, permit to remain unpaid. Principal: The portion of any Rental Payment designated as principal in the attached Exhibit B. Proiect: Project Improvements, Project Equipment and the Land which are being leased to the City pursuant to this Lease and which are more fully described in the attached Exhibit A. Proiect Fund: The account by that name established by Lessee under Section 5-1 of the Bond Resolution for the purpose of accounting for proceeds of the Bonds used to pay Project . Costs. Proiect Costs or Cost of the Proiect or Cost: All costs of purchase, construction and installation of the Project including the following: (a) all costs and expenses necessary or incident to the acquisition of the Land, the Project Improvements and Project Equipment; (b) fees and expenses of surveyors and engineers for estimates, surveys, soil borings and soil tests and other preliminary investigations and items necessary for the commencement of construction, preparation of plans, drawings and specifications and supervision of construction, as well as for the performance of all other duties of surveyors and engineers in relation to either the construction, furnishing and equipping ofthe Project or the making of the Lease; (c) all costs and expenses of every nature incurred in purchasing and constructing the Project Improvements and purchasing and installing the Project Equipment including the actual cost oflabor, materials, machinery, furnishings and equipment as payable to contractors, builders and materialmen in connection with the construction, furnishing and equipping the Project; (d) the cost of any insurance and performance and payment bonds maintained during the construction period in accordance therewith; . 4 lS20997vl 12- . (e) expenses of administration, supervision and inspection properly chargeable to the Project, underwriting expenses, legal fees and expenses, fees and expenses of accountants and other consultants, publication and printing expenses and other fees and expenses which are necessary or incidental and to the making ofthe Lease and the issuance of the Bonds or to the acquisition, purchase, construction, installation, furnishing and equipping of the Project; (f) all other items of expenses not elsewhere specified in this definition as may be necessary or incident to: (i) the making ofthe Lease; (ii) the acquisition, purchase, construction, installation, equipping and furnishing of the Project; and (iii) the financing thereof; and (g) reimbursement to Lessee or Lessor or those acting for it for any of the above-enumerated costs and expenses incurred and paid by them before or after the execution ofthe Lease. Proiect Equiµment: All items of machinery, equipment or other personal property installed or acquired or to be acquired for installation in the Project Improvements or elsewhere on the Land and paid for in whole or in part ftom the proceeds of the Bonds and all replacements thereof and substitutions therefor made pursuant to the Lease. Proiect Improvements: All buildings, structures, improvements and fixtures located on or . to be purchased, constructed and otherwise improved on the Land and all additions, alterations, modifications and improvements thereof made pursuant to the Lease. Purchase Option Price: The amount payable, at the option of the Lessee, on any applicable Payment Date set forth on the attached Exhibit C, for the purpose of terminating the Lease and purchasing the Project, which amount shall be equal to the amount provided in the attached Exhibit C. Registered Holders: The person or persons in whose name any outstanding Bond is registered as provided in the Bond Resolution. Rental Payment: The payment due from Lessee to Lessor prior to each Payment Date during the Term of this Lease, as provided in Section 5.1 hereof and shown on the attached Exhibit B. Specifications: The bid specifications and/or similar document pursuant to which Lessee has contracted for any portion of the Project ftom a Contractor. State: The State of Minnesota. State and Federal Law or Laws: The Constitution and any law of the State and any rule or regulation of any agency or political subdivision of the State; and any law of the United States, and any rule or regulation of any federal agency. . 5 1 520997vl IS . Term of this Lease or Lease Term: The period commencing as of April 1, 2003 and ending on December 1, 2018, subject to earlier termination in accordance with the provisions of the Lease. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease: Exhibit A: Description of the Land and the Project being leased by Lessee pursuant to this Lease. Exhibit B: Schedule indicating the date and amount of each Rental Payment coming due during the Lease Term and the amount of each Rental Payment comprising Principal and Interest. Exhibit C: Schedule showing as of each applicable Payment Date the price at which Lessee may exercise its option to purchase Lessor's interest in the Project in accordance with Article X. Exhibit D: Form of Certificate of Incumbency of Lessee relating to the offices or positions, signatures and qualifications of the persons executing on behalf of Lessee this Lease and other documents relating thereto. . . 1520997vl 6 10 . ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1. Representations. Covenants and Warranties of Lessee. Lessee represents, covenants and warrants as follows: (a) Lessee is a municipal corporation and political subdivision of the State, duly organized and existing under the Constitution and laws ofthe State. (b) The Project constitutes an authorized project under the Act. (c) Lessee is authorized under the Constitution and laws of the State to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder. (d) The officers of Lessee executing this Lease have been duly authorized to execute and deliver this Lease under the terms and provisions of a resolution of Lessee's governing body, or by other appropriate official action. (e) In authorizing and executing this Lease, Lessee has complied with all . public bidding and other State and Federal Laws applicable to this Lease and the acquisition of the Project by Lessee. (f) Lessee will not pledge, mortgage or assign this Lease, or its duties and obligations hereunder to any other person, firm or corporation except as provided under the terms of this Lease. (g) The Project will be used during the Term of this Lease only to carry out the governmental purposes of Lessee. (h) During the Term ofthis Lease, Lessee will not take any action which will cause the interest on the Bonds to become subject to Federal income taxation, including, but not limited to, permitting any person who is not a governmental unit to use, directly or indirectly, any portion of the Project in a trade or business so as to impair the tax exempt status of the Bonds, all within the meaning of Section 141 of the Code or causing the Bonds to be "arbitrage bonds" within Section 148 of the Code. (i) Upon the execution of this Lease, Lessee will provide to Lessor a Certificate of Incumbency in the form attached hereto as Exhibit D. (j) The Project will comply with all applicable land use, environmental control, building and zoning ordinances and regulations, if any. . 1 520997vl 7 IS . (k) Lessee will cause the Project to be constructed in accordance with the Specifications on or before (1) Neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions, and provisions of any restriction or any agreement or instrument to which the Lessee is now a party or by which the Lessee is bound, or constitutes a default under any ofthe foregoing. Section 2.2. Tax-Exempt Status of the Bonds: Rebate. Lessee shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time this calendar year) exceed the small-issuer exception amount of$5,000,000 under Section 148 of the Code. This covenant shall survive termination of this Lease. Section 2.3. Representations. Covenants and Warranties of Lessor. Lessor represents, covenants and warrants as follows: . (a) Lessor is a public body corporate and politic and a political subdivision duly organized and existing under the laws of the state of Minnesota. (b) The Project constitutes an authorized project under the Act. (c) The governing body of Lessor has made all necessary investigation and has determined that the Project will promote the public interest and welfare of the State of Minnesota and the City and the people thereof through the provision of public facilities required for the purpose of providing various services to the City residents and promoting economic development within the City. (d) The acquisition and construction ofthe Project, the issuance and sale of the Bonds, the execution and delivery of this Lease and the performance of all covenants and agreements of the Lessor contained in this Lease and of all other acts and things required under the Constitution and laws ofthe State of Minnesota to make this Lease valid and binding obligations of Lessor in accordance with their terms, are authorized and have been duly authorized by the Bond Resolution. (e) Lessor has not made, done, executed or suffered and warrants that it will not make, do, execute or suffer any act or thing whereby its Lessor's interest in the Project shall or may be impaired or charged or encumbered, except as provided in the Bond Resolution. . 1 520997vl 8 IIp . (t) To finance the cost of the Project, Lessor proposes to issue the Bonds as provided in the Act and Bond Resolution in the aggregate principal amount of $700,000. (g) There is no litigation pending or, to the best of its knowledge threatened, against Lessor relating to the acquisition, installation, construction or financing of the Project or to the Bonds or to this Lease or questioning the organization, powers or authority of Lessor. (h) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which Lessor is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Project except Permitted Encumbrances. . . 1520997vl 9 /1 . ARTICLE III CONSTRUCTION AND LEASE OF PROJECT Section 3.1. Cost ofProiect: Financing. Lessee has entered or will enter into one or more contracts for the Project with Contractors providing for the construction and installation of the Project. Any property to be acquired from the proceeds of the Bonds shall be deemed acquired on behalf of, but without liability to, the Lessor. Lessor and Lessee agree that, in order to ensure Lessee that moneys sufficient to pay the Project Costs will be available for this purpose when required, upon the execution of this Lease, Lessor shall deposit with the Lessee jn a Project Fund the proceeds derived from the sale of the Bonds except for sums deposited in the Bond Fund as provided in the Bond Resolution. Such moneys shall be deposited in a separate fund of the Lessee to be designated the Project Fund and shall be used exclusively to pay Project Costs; provided that (1) all earnings derived from the investment of said moneys may be used by the Lessee to pay the Interest portion of the Rental Payments payable under this Lease until used for such purpose or used for other Project Costs, and (2) upon completion of the Project and payment of the Cost thereof, any excess monies in the Project Fund may be applied towards the payment or prepayment of Rental Payments. Section 3.2. Construction ofProiect: Pavment of Cost. Lessee shall contract for the construction of the Project in accordance with State law. If the proceeds derived from the sale of . the Bonds and deposited in the Project Fund shall be insufficient to pay fully all Project Costs and to complete fully the Project free of liens, the Lessee shall pay the full amount of any such deficiency by making payments therefor directly to the contractor and to the suppliers of materials and services as the same shall become due, and the Lessee shall save the Lessor whole and harmless from any obligation to pay such deficiency; provided that the Lessee's obligation to pay any such deficiency shall be limited to its current budgeted appropriations for the Project, and the Lessee shall have no obligation to appropriate additional funds therefor. .:i Notwithstanding the foregoing, all changes in Specifications shall be approved by the Lessor and the Lessee shall authorize no change in Specifications which would reduce the fair market value of the Project unless the Costs of the Project are reduced by at least as great amount and the Lessee shall not authorize any change in the Specifications which would increase the cost of the Project unless Lessee provides additional funds to pay the increased cost of the Project. If as a result of the change of Specifications, a change in the description of any Project Equipment set forth in Exhibit A must also be made, Lessor and Lessee shall, at Lessee's expense, amend this Lease to reflect that change, and each party shall, at the request ofthe other party but solely at Lessee's expense execute such other documents, such as a UCC termination statement or a supplemental financing statement, as the party reasonably determined is necessary or desirable to properly identify Project Equipment. For purposes of executing any such amendment or document, Lessor may require and in good faith conclusively rely upon a written statement of Lessee that such amendment or document complies with the provisions of this section. The Lessee shall exercise due care in the construction, use, operation and maintenance of the Project, and shall not install, use, operate or maintain the Project improperly, carelessly, in violation of . any state and federal Law or for a purpose or in a manner contrary to that contemplated by the 1520997vl 10 . 18 . Lease. The Lessee shall obtain all permits and licenses necessary for the construction, operation, possession and use of the Project. The Lessee shall comply with all State and federal laws applicable to the construction, use, possession and operation of the Project, and if compliance with any such state and federal law requires changes or additions to be made to the Project, such changes or additions shall be made by Lessee at its expense. Section 3.3. Lease and Sublease. Lessor hereby leases the Project to Lessee, and Lessee hereby leases the Project from Lessor, upon the terms and conditions set forth in this Lease. Section 3.4. Possession and Enioyment. Lessor hereby covenants to provide Lessee during the Term of this Lease with the quiet use and enjoyment of the Project, and Lessee shall during the Term ofthis Lease peaceably and quietly have and hold and enjoy the Project, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Lease. Lessor will, at the request of Lessee and at Lessee's cost, join in any legal action in which Lessee asserts its right to such possession and enjoyment to the extent Lessor lawfully may do so. Section 3.5. Lessor Access to Proiect. Lessee agrees that Lessor shall have the right at all reasonable times upon reasonable notice to examine and inspect the Project. Lessee further agrees that Lessor shall have such rights of access to the Project as may be reasonably necessary to cause the proper maintenance of any portion of the Proj ect in the event of failure by Lessee to perform its obligations hereunder. . . . 1 520997vl 11 /9 . ARTICLE IV TERM OF LEASE Section 4.1. Lease Term. This Lease shall be in effect for a Lease Term commencing upon its date of execution and ending on the date the last Rental Payment is due and payable as shown in Exhibit B unless terminated by Lessee at the end of any Fiscal Year of Lessee occurring prior thereto in accordance with Section 4.2, or unless terminated as provided in Section 4.6. Section 4.2. Termination by Lessee. In the sole event of Non-appropriation, Lessee shall have the right to terminate this Lease, in whole but not in part, at the end of any Fiscal Year of Lessee, in the manner and subject to the terms specified in this Section and Sections 4.4 and 4.5. Lessee may effect such termination by giving Lessor a written notice of termination and by paying to lessor any Rental Payments and any other amount due pursuant to Section 4.4 which are due and have not been paid and any other amount due pursuant to Section 4.4 at or before the end of its then current Fiscal Year. Lessee shall give notice of termination not less than sixty (60) days prior to the end of such Fiscal Year, and shall notify Lessor of any anticipated termination. In the event of termination of this Lease as provided in this Section, Lessee shall convey to Lessor and release its interest in the Project in accordance with Section 12.3 immediately after termination of this Lease. . Section 4.3. Intent to Continue Lease Term; Appropriations and Property Taxes. Lessee presently intends to continue this Lease for its entire Term and to pay all Rental Payments specified in Exhibit B. Lessee's Clerk will include in his or her annual budget request an appropriation of an amount sufficient to meet Lessee's obligations under this Lease. Subject to the provisions in Section 4.2 and subject to applicable law, Lessee shall levy ad valorem property taxes on all taxable property within the jurisdiction of the Lessee if and to the extent such taxes are necessary to pay when due all Rental Payments. Section 4.4. Effect of Termination. Upon termination of this Lease as provided in Section 4.2, Lessee shall not be responsible for the payment of any additional Rental Payments coming due with respect to succeeding Fiscal Years. However, in consideration of use of the Project by Lessee through the end of the Fiscal Year then in effect, Lessee shall pay to Lessor on the last day of such Fiscal Year such pro rata portion of the next succeeding Rental Payment as it relates to the period of time from the date ofthe last Rental Payment paid by Lessee (as shown on Exhibit B) to the end of such Fiscal Year. If Lessee does not deliver possession of the Project to Lessor in accordance with Section 12.3 and convey to Lessor or release its interest in the Project immediately after the termination of this Lease, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount equal to the amount ofthe Rental Payments coming due under Exhibit B which are attributable to the number of days after termination of the Lease during which Lessee fails to take such actions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. . 1 520997vl 12 Zð . Section 4.5. Nonsubstitution. If this Lease is terminated by Lessee in accordance with Section 4.2, Lessee agrees, to the extent permitted by law, not to purchase, lease or rent property to perform the same functions as, or functions taking the place of, those performed by the Project for a period of ninety days, provided, however, that these restrictions shall not be applicable in the event the Project shall be sold by Lessor and the amount received from such sale, less all costs of such sale, is sufficient to pay the then applicable Purchase Option Price as set forth in Exhibit C; or to the extent that the application of these restrictions would affect the validity of this Lease. Section 4.6. Termination of Lease Term. The Term ofthis Lease will terminate upon the occurrence ofthe first of the following events: (a) the termination thereofby Lessee in accordance with Section 4.2; (b) the exercise by Lessee of its option to purchase or otherwise acquire Lessor's interest in the Project pursuant to Article X; (c) a default by Lessee and Lessor's election to terminate this Lease pursuant to Article XII; or (d) the payment by Lessee of all Rental Payments shown on Exhibit B hereto and the expiration of the Lease Term as stated in Section 4.1. . . 1 520997vl 13 ~/ . ARTICLE V RENTAL PAYMENTS Section 5.1. Rental Payments. Subject to the prepayment options set forth in Article X hereof, Lessee shall, by wire transfer in immediately available funds, pay Rental Payments with respect to the moneys provided by Lessor under Section 3.1 hereof, on the Business Day immediately preceding each Payment Date and in the amount specified in the attached Exhibit B as of that Payment Date. Such Rental Payments comprise Principal and Interest as shown in Exhibit B. All Rental Payments shall be paid directly to the Lessor for deposit in the Bond Fund, and Lessee shall not be responsible for the use or application of such Rental Payments. Lessor represents and covenants that the Rental Payments shall be applied exclusively towards the payment of principal of and interest on the Bonds. Nothing herein shall affect Lessor's rights under this Lease in the event of default in the timely payment of any Rental Payment by Lessee. Any money, other than Rental Payments, deposited in the Bond Fund under the provisions of this Lease shall be credited against the last installments of Rental Payments due under this Lease but only if this Lease has not been terminated under Section 4.6(a) or (c) hereof. Section 5.2. Interest Component. A portion of each Rental Payment is paid as and represents the payment of Interest. Exhibit B sets forth the Interest component of each Rental Payment. . Section 5.3. Rental Payments to be Unconditional. Except as provided in Section 4.2, the obligation of Lessee to make Rental Payments required hereunder, and to perform and observe all other covenants and agreements of Lessee contained herein, shall be absolute and unconditional in all events and the obligation to make such Rental Payments shall remain notwithstanding any dispute between Lessee and Lessor or any other person unless the Lessor shall violate the Lessee's right to quite enjoyment of the Project to such a degree that Lessee no longer enjoys its right of possession to the Project. Lessee shall make all Rental Payments and other payments required hereunder when due and shall not withhold any Rental Payment or other payment pending final resolution of such dispute nor shall Lessee assert any right of setoff or counterclaim against its obligation to make such Rental Payments or other payments required under this Lease. Lessee shall have the right pursuant to Section 7.3 to in good faith contest taxes, special assessments, utility or other charges in accordance with the provisions of Section 7.3. However, nothing herein shall be construed to release Lessor from the performance of its obligations hereunder; and if Lessor should fail to perform any such obligation, Lessee may institute such legal action against Lessor as Lessee may deem necessary to compel the performance of such obligation or to recover damages therefor. Section 5.4. Current Expense. The obligations of Lessee under this Lease, including its obligation to pay the Rental Payments due with respect to the Project, in any Fiscal Year for which this Lease is in effect, shall constitute a current expense of Lessee for such Fiscal Year. The Lessee's obligations hereunder shall be from year to year only and shall not constitute an . indebtedness, liability or mandatory payment obligation of Lessee in any ensuing Fiscal Year 1 520997vl 14 cl~ . beyond the then current Fiscal Year. No provision herein shall be construed or interpreted as creating a general obligation or other indebtedness of the Lessee within the meaning of any Constitutional or statutory debt limitation. Except for the lien herein created in the Project and the proceeds thereof, nothing herein shall be construed to pledge or to create a lien on any taxes or on any other class or source of money of the Lessee, nor shall any provision herein restrict the future issuance of any bonds of the Lessee or obligations payable from any class or source of Lessee moneys. . . 1520997vl 15 2.3 . ARTICLE VI INSURANCE AND INDEMNIFICATION Section 6.1. Liability Insurance. The Lessee shall, at its own expense, cause comprehensive liability and property damage insurance to be carried and maintained with respect to the activities to be undertaken by and on behalf of the Lessee in connection with the use of the Project substantially the same as insurance carried by the Lessee with respect to other governmental activities. Section 6.2. Property Insurance. The Lessee shall cause casualty and property damage insurance to be carried and maintained with respect to the Project in an amount at least equal to the outstanding Principal amount with a deductible not to exceed the deductible carried by the Lessee with respect to other similar governmental buildings. Section 6.3. Worker's Compensation Insurance. If required by State law, Lessee shall carry Worker's Compensation Insurance covering all employees on, in, near or about the Project, and upon request, shall furnish to Lessor certificates evidencing such coverage throughout the Term of this Lease. Section 6.4. Requirements For All Insurance. All insurance policies (or riders) . required by this Article shall be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State; and shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the insured parties at least thirty (30) days before the cancellation or revision becomes effective. All insurance policies or riders required by Sections 6.1 and 6.2 shall name Lessee and Lessor as insured parties and, with respect to the property insurance, shall also .name Lessor as loss payee. During the period of construction of the Project, the requirement that Lessor be named as an insured party under the liability insurance may be satisfied by having Lessor named as additional insureds under the liability insurance policy carried by the General Contractor. Lessee shall deposit with Lessor policies (and riders) evidencing any such insurance procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in full force and effect. Before the expiration of any such policy (or rider), Lessee shall furnish to Lessor evidence that the policy has been renewed or replaced by another policy conforming to the provisions of this Article. Section 6.5. Indemnification: Hazardous Substance. (1) Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Project or any portion thereof and for injury to or death of any person or damage to any property, in any manner arising out of or incident to any possession, use, operation or condition of the Project or any portion thereof, whether such injury or death be with respect to agents or employees of Lessee or of third parties, and whether such property damage . be to Lessee's property or the property of others to the maximum extent permitted by law, Lessee hereby assumes responsibility for and agrees to indemnify, protect, save and keep harmless 1 520997vl 16 ~i . Lessor from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Lessor that in any way relate to or arise out of the possession, use, operation or condition ofthe Project or the financing related thereto, unless caused by Lessor or its agents. (2) Lessee hereby agrees to defend, indemnify and hold harmless Lessor, their officers, employees, agents, successors and assigns (hereinafter collectively referred to as the "Indemnities") from and against, and shall reimburse each such Indemnitee for, any and all loss, claim, liability, damage, judgment, penalty, injunctive relief, injury to person, property or natural resources, cost, expense, action or cause of action arising in connection with or as the result of any past, present or future existence, use, handling, storage, transportation, manufacture, release or disposal of any Hazardous Substance in, on or under the Land, whether foreseeable or unforeseeable, regardless of the source, the time of occurrence or the time of discovery (hereafter collectively referred to as "Loss"). The foregoing indemnification against Loss includes, without limitation, indemnification against all costs in law or in equity of removal, response, investigation, or remediation of any kind, and disposal of such Hazardous Substances, all costs of determining whether the Land is in compliance with, and of causing the Land to be in compliance with, all applicable Environmental Laws, all costs associated with claims for damages to persons, property, or natural resources, and the Indemnities' reasonable attorneys' and consultants' fees, court costs and expenses incurred in connection with any thereof. . (3) The obligations of Lessee to indemnify the Indemnities shall survive satisfaction and payment in full of the Bonds, termination of this Lease. The rights of the Indemnities hereunder shall be in addition to any other rights and remedies which the Indemnities may have against the Land and the Lessee under this Lease or any other document or at law or in equity. (4) Notwithstanding anything in this Lease to the contrary, if Lessor should, after the subleasing the Land to the Lessee as provided herein, subsequently terminate the Lease and reacquire possession of the Land (the date on which this event occurs being the "Transfer Date"), this Indemnity shall not apply to any Loss incurred by Lessor as a direct result of affirmative actions of Lessor as lessee and operator of the Land after Lessor has acquired possession of the Land if such affirmative actions of the Lessor are the sole and direct cause of the introduction and initial release of a Hazardous Substance in, on or under the Land; provided, however, that the Indemnitor shall bear the burden of proof that the introduction and initial release of such Hazardous Substance (i) occurred subsequent to the Transfer Date, (ii) did not occur as a result of any action of the Indemnitor, and (iii) did not occur as a result of a continuing migration or release of any Hazardous Substance introduced prior to the Transfer Date in, on, under or near the Project. (5) Except as expressly provided for in this Section 6.5, this indemnity shall remain in full force and effect, including, without limitation, with respect to Hazardous Substances which are discovered or released in, on or under the Land after the Transfer Date, and with respect to the continuing migration or release of any Hazardous Substance previously introduced . in, on, under or near the Land. The foregoing limitations shall not affect or impair any rights, 1 520997vl 17 2S - remedies or claims the Lessor may have outside the scope ofthis indemnity, at law or in equity, with respect to the Indemnitor or others. Section 6.6. Damage to or Destruction ofProiect. If after the execution of this Lease with respect to all or a portion of the Project all or any part of the Project is lost, stolen, condemned, destroyed or damaged beyond repair, Lessee shall as soon as practicable after such event either: (i) replace the same at Lessee's sole cost and expense, such replacement to be of equal or greater value to the Proj ect or any portion thereof, immediately prior to the time of the loss occurrence, whereupon such replacement shall be substituted in this Lease by appropriate endorsement; or (ii) exercise its option to purchase or otherwise acquire the Project as provided in Article X hereof. Lessee shall, within ninety (90) days after the loss occurrence, notify Lessor of which course of action it has taken or will take. If Lessee fails or refuses to so notify Lessor within the required period, Lessor may, at its option, require the Lessee to purchase the Project at the applicable Casualty Value ofthe Project, in which event said amount shall become immediately due and payable, and Lessee shall be obligated to pay the same to the Lessor. The Net Proceeds payable with respect to the loss shall be used to discharge Lessee's obligation under this Section. Upon Lessee purchasing or otherwise acquiring the Project as provided in this Section 6.6, this Lease shall terminate and Lessee thereupon shall become entitled to the Project AS IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY Lessee, except that the . Project shall not be subject to any lien or encumbrance created by or arising through Lessor, except Permitted Encumbrances. To evidence the foregoing, the Lessor shall, at the request and expense of Lessee, execute such documents as Lessee reasonably determines are required to convey and release to Lessee, any and all oftheir remaining right, title and/or interest in and to the Project. . 1520997vl 18 .20 . ARTICLE VII OTHER OBLIGATIONS OF LESSEE Section 7.1. Use: Permits. Lessee shall exercise due care in the construction, use, operation and maintenance of the Project, and shall not install, use, operate or maintain the Project improperly, carelessly, in violation of any State and federal Law or for a purpose or in a manner contrary to that contemplated by this Lease. Lessee shall obtain all permits and licenses necessary for the construction, operation, possession and use of the Project. Lessee shall comply with all State and federal laws applicable to the construction, use possession and operation of the Project, and if compliance with any such State and federal law requires changes or additions to be made to the Project, such changes or additions shall be made by Lessee at its expense. Section 7.2. Maintenance ofProiect by Lessee. Lessee shall, at its own expense, maintain, preserve and keep the Project in good repair, working order, condition and/or operation, and shall from time to time make all repairs and replacements necessary to keep the Project in such condition. Lessor shall have no responsibility for any of these repairs or replacements. Section 7.3. Taxes. Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, Lessee shall pay all taxes and other charges of any kind which . are at any time lawfully assessed or levied against or with respect to the Project, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments Lessee shall only be required to pay such installments, during the Term of this Lease as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility and other charges and shall notify the Lessor of such good faith contest and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom but only if nonpayment of any such items will not materially endanger the interest of Lessor in the Project will be materially endangered or the Project, nor subject to loss or forfeiture, the Project or any part thereof. If this condition is not satisfied Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result . from nonpayment, in form satisfactory to Lessor. 1 520997vl 19 rJ1 . Section 7 A. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand with interest from the date of the advance to the date of repayment. The interest rate on the advance shall be 200 basis points greater than (1) the rate of interest at which the Lessor borrowed the money advanced or, (2) ifthe Lessor did not borrow the money, the rate of interest then being charged by the Paying Agent as its reference rate. . . 1 520997vl 20 -/8 . ARTICLE VIII TITLE Section 8.1. Title. During the Term ofthis Lease title to the Project and any and all repairs, replacements, substitutes and modifications to it shall be in Lessor. Upon termination of this Lease for the reason specified in Section 4.6, Clause (a) or (c) thereof, full and encumbered title to the Project shall pass to Lessor, and Lessee shall have no further interest in the Project under this Lease. In such event Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence passage oflegal title to the Project to Lessor and the termination of this Lease and of Lessee's interest in the Project thereunder; and upon request by Lessor, Lessee shall deliver possession of the Project to Lessor, in accordance with Section 12.3. Upon termination of this Lease for the reason specified in Section 4.6, Clause (b) or (d) thereof, Lessor's title to and security or other interest in the Project shall terminate, and Lessor shall, at Lessee's expense, execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor's title to and security or other interest in the Project. Section 8.2. Security Interest. Lessee hereby grants Lessor a security interest in all portions of the Project that are deemed personal property or fixtures pursuant to applicable law, the proceeds thereof and all repairs, replacements, substitutions and modifications thereto or thereof made pursuant to Section 8.5 and a security interest in the proceeds of all insurance . policies, in order to secure Lessee's payment of all Rental Payments due during the Term of this Lease and the performance of all other obligations herein to be performed by Lessee. Lessee will cause to be executed, filed and recorded all instruments, including financing statements and continuation statements, and will perform such acts as are required to establish and maintain a valid and perfected security interest in such portions ofthe Project. Section 8.3. Liens. During the Term ofthis Lease, Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Project, other than the respective rights of Lessor and Lessee as herein provided and Permitted Encumbrances. Except as expressly provided in Section 7.3 and this Article, Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time; provided that if any such lien for labor or materials is established against the Project and Lessee shall first notify Lessor of Lessee's intention to do so, Lessee may in good faith contest any such lien, and in such event may permit the lien so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom but only if (1) nonpayment of any such item will not materially endanger the interest of Lessor in the Project, nor subject to loss or forfeiture the Project or any part thereof, and (2) the Lessee files with the Lessor an opinion of Independent Counsel stating in effect that neither event will occur. Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. . 21 1 520997vl ':1 . Section 804. Installation of Lessee's Equipment. Lessee may at any time and from time to time, in its sole discretion and at its own expense, install items of fixtures, equipment and other personal property in or upon the Project. All such items shall remain the sole property of Lessee, in which Lessor shall have no interest, and may be modified or removed by Lessee at any time provided that Lessee shall repair and restore on a timely basis any and all damage to the Project resulting from the installation, modification or removal of any such items. Nothing in this Lease shall prevent Lessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease-purchase contract, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, or from entering into any other loan agreement secured by a lien or security interest in such property provided that no such lien or security interest shall attach to any part of the Project. Lessor shall, at the request and expense of Lessee, execute such releases and other documents as Lessee reasonably determines is necessary to facilitate such purchase or loan and as are consistent with the rights of the parties under this Lease; and as a condition to executing such documents, Lessor may require and in good faith conclusively rely upon a written statement of Lessee that the documents comply with the provisions of this Section 804. Section 8.5. Modification ofProiect. Subject to Lessee's rights under Section 8.4, Lessee shall, at its own expense, have the right to make repairs to the Project, and to make repairs, replacements, substitutions and modifications to all or any of the parts thereof. All such work and any part or component used or installed to make a repair or as a replacement, . substitution or modification, shall thereafter comprise part of the Project and be subject to the provisions of this Lease. Such work shall not in any way damage the Project or cause it to be used for purposes other than those authorized under the provisions of State and Federal Law or those contemplated by this Lease; and the Project, upon completion of any such work shall be of value which is not less than the value of the Project prior to the commencement of such work. Any property for which a replacement or substitution is made pursuant to this Section may be disposed of by Lessee in such manner and on such terms as are determined by Lessee. If as a result of such replacement or substitution, a change in the description of any Project Equipment set forth in Exhibit A must also be made, Lessor and Lessee shall, at Lessee's expense, amend this Lease to reflect that change, and each party shall, at the request of the other party but solely at Lessee's expense execute such other documents, such as a UCC termination statement or a supplemental financing statement, as the party reasonably determines is necessary or desirable to properly identify Project Equipment. Lessor shall also at Lessees expense execute such other releases from the provisions of the Lease for any replacement equipment as Lessee may reasonably request. For purposes of executing any such amendment or document, Lessor may require and in good faith conclusively rely upon a written statement of Lessee that such amendment or document complies with the provisions of this Section. Lessee will not permit any mechanic's or other lien to be established or remain against the Project for labor or materials furnished in connection with any repair, replacement, substitution or modification made by Lessee pursuant to this Section; provided that Lessee may in good faith contest any such lien upon satisfaction ofthe conditions for contesting the lien set forth in Section 8.3 hereof. Lessor will cooperate fully with Lessee in any such contest, upon the request and at the expense of Lessee. . 1520997vl 22 3Þ . Section 8.6. Easements and Utility Access. Lessee may, at Lessee's expense, at any time and from time to time request Lessor to convey an easement affecting the Land to a railroad, corporate utility or public body, or any other person, upon written certification by an Independent Engineer that in that person's opinion the easement is necessary or desirable to provide rail, road or other access or utility service for the Project or other property and will not impair the usefulness of the Project for the purposes contemplated in this Lease and will not destroy the means of ingress therefrom and egress therefrom. No such easement shall result in any abatement of rents or other sums payable by Lessee under this Lease. Lessor will execute the easement and join in the execution of a supplement to this Lease, providing for the subordination of this Lease to any such easement; but if at any time any Bonds remain outstanding under the Bond Resolution, the subordination shall not become effective until the following items are filed with, and/or where applicable, executed by, the Lessor: (1) an executed duplicate of the Lease supplement, stating the purpose thereof and that neither Lessor nor Lessee is then in default under this Lease or the Bond Resolution; (2) a copy of the easement (or if Section 8.7 is applicable, release) executed or to be executed by Lessor; (3) a plat or survey of the Land prepared and certified by a registered Minnesota land surveyor, showing the land to be subjected to the easement as described in the easement (or if Section 8.7 is applicable, the land to be released) and the location in relation thereto of all . buildings, structures and permanently installed equipment on the land, and all other easements, roads, tracks and utility installations; (4) evidence of the authority of the officers executing the lease supplement and easement (or, if Section 8.7 is applicable, the release) on behalf of Lessor and Lessee, including a certified copy of an authorizing resolution of the governing body of Lessor and of Lessee; and (5) the certificate of the Independent Engineer. Any money received by Lessee for the easement shall be remitted to the Lessor and credited to the Bond Fund. For purposes of executing the instruments described in this Section 8.6, Lessor may require and in good faith conclusively rely upon a written statement of Lessee that the provisions of this Section 8.6 have been fully satisfied. Section 8.7. Release of Unimproved Land. Lessee may, at Lessee's expense, at any time and from time to time request J;.,essor to release from the provisions of the Lease any part of the Land on which no building, structure or permanently installed equipment is situated, upon written certification by an Independent Engineer stating that in his or her opinion the land proposed to be released is not needed for the operation of the Project for the purposes stated in this Lease, and that the release will not impair the usefulness of the Project for these purposes and will not destroy the means of ingress thereto and egress therefrom. Lessor will join in the execution of a supplement to this Lease providing for the release thereof, subject to the following conditions: . 1 520997vl 23 3/ . (1) if at the time any Bonds remain outstanding under the Bond Resolution, the release shall not become effective until the filing with the Lessor of the following items: (A) the items described in paragraphs (1) to (5), inclusive, of Section 8.6; and (B) an opinion of Independent Counsel stating that the above documents satisfy the requirements of this Section and that the release is in appropriate form for execution by the respective parties; and (2) the Lessee shall not be entitled to any abatement, reduction, or diminution of any rents payable under this Lease except as provided in (3); (3) any money received by Lessee for the sale of the released land to a third party shall be remitted to the Lessor and credited to the Bond Fund and shall be credited against the next Rental Payments due under the Lease. Section 8.8. Covenant For the Benefit ofthe Bondholders. Lessee recognizes the authority of the Lessor to pledge all moneys receivable under thi.s Lease, including any proceeds from the sale of all or a part ofthe Project, as security for the payment ofthe principal of and interest and redemption premiums, if any, on the Bonds. Each of the terms and provisions ofthis Lease is a covenant for the use and benefit ofthe Holders of the Bonds, so long as any thereof . shall remain outstanding; but upon payment in full of the Bonds and of all fees and charges of the Paying Agent, all references in this Lease to the Bonds shall be ineffective, and no Holder of any of the Bonds shall thereafter have any rights hereunder, save and except those that shall have theretofore vested. . 24 1 520997vl 31.- . ARTICLE IX PROJECT WARRANTIES Section 9.1. Selection ofProiect. The Project and the Contractors have been selected by Lessee, and Lessor shall have no responsibility in connection with the selection of the Project, its suitability for the use intended by Lessee, the selection of the Contractors, or any delay or failure by the Contractors to construct the Project for use by Lessee. Section 9.2. Construction and Maintenance ofProiect. Lessor shall have no obligation to construct, inspect or maintain the Project or any portion thereof under any circumstances, but such actions shall be the obligation of Lessee or the Contractors. Section 9.3. Contractors' Warranties. Lessor hereby assigns to Lessee for and during the Term of this Lease, all of its interest in all Contractors' warranties and guarantees, express or implied, issued on or applicable to the Project, and Lessor hereby authorizes Lessee to obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Section 9.4. Disclaimer of Warranties. THE PROJECT IS LEASED AS IS, AND LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR . IMPLIED, AS TO THE V ALUE, DESIGN, CONDITION, MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE PROJECT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT. . 25 1 520997vl 33 . ARTICLE X PREPAYMENT Section 10.1. When Available. Lessee shall have the option to purchase Lessor's interest in the Project on December 1, 2009, and any date thereafter for the then applicable Purchase Option Price plus past due Rental Payments and only in the manner provided in this Article. Section 10.2. Exercise of Purchase Option. Lessee shall give notice to Lessor of its intention to exercise its purchase option not less than forty-five (45) days prior to the date on which the option is to be exercised and shall deposit with the Lessor on the date of exercise an amount equal to all Rental Payments and any other amounts then due or past due and the applicable Purchase Option Price. The purchase shall be on the date on which the option is to be exercised at the office of Lessor. Section 10.3. Release of Lessor's Interest. Upon exercise by Lessee of its option to purchase Lessor's interest in the Project, this Lease shall terminate and Lessee thereupon shall become entitled to the Project AS IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY Lessee, . except that the Project shall not be subject to any lien or encumbrance created by or arising through Lessor other than any Permitted Encumbrances. To evidence the foregoing, Lessor shall, at the request and expense of Lessee, execute such documents as Lessee reasonably determines are necessary to convey and release to Lessee, any and all of Lessor's remaining right, title and/or interest in and to the Project. Section 1004. Defeasance. Lessee shall have the option to provide for the payment of the Rental Payments (and, if applicable, the Purchase Option Price) by the deposit in escrow pursuant to an escrow agreement that satisfies the conditions for Bonds under the Bond Resolution, of cash or securities for which the full faith and credit of the United States are pledged for the payment of principal and interest or which are guaranteed as to payment of principal and interest by the United States, in an amount sufficient (together with interest earnings thereon) to provide for payment of said Rental Payments (and, if applicable, the Purchase Option Price) prior to their respective Payment Dates as provided in Section 5.1 hereof through December 1, 2018, or such earlier Payment Date upon which an option to purchase would have been exercisable by Lessee; provided that such earlier Payment Date is designated by Lessee as the date on which the applicable Purchase Option Price shall be applied towards prepayment of the Bonds; and provided further that Lessee files with Lessor an opinion of Bond Counsel stating in effect that such defeasance will not impair the tax exempt status of the Bonds. Upon exercise by Lessee of this option, this Lease shall terminate and, at the request and expense of Lessee, Lessor shall convey and release its interest in the Project as provided in Section 10.3 hereof. For purposes of executing such release Lessor may in good faith conclusively rely upon . 26 1 520997vl 3cJ . a report of an independent certified public accountant acceptable to the Lessor stating in effect that the sums held in escrow satisfy the payment requirements set forth in this Section 10.4. Section 10.5. Partial Prepayment or Defeasance. Lessee shall have the option to prepay on December 1, 2009, and any date thereafter, in increments of$5,000, the Principal portion of any Rental Payment selected by the Lessee and scheduled to become due under the Lease, and to be thereby relieved of any obligation to pay any Interest on said Principal portion that would otherwise accrue from and after the prepayment date. The Lessee shall also have the option to provide for the payment or prepayment, in increments of $5,000 of the Principal portion of Rental Payments scheduled to become due under the Lease, or any Rental Payment, by depositing in escrow with the Lessor sufficient funds for that purpose, in the manner and subject to the conditions set forth in Section 1004 above as if (a) those Rental Payments to be paid or prepaid were the only Rental Payments then scheduled to become due under the Lease and (b) any of the Rental Payments to be prepaid were the Optional Purchase Price. Section 10.6. Exercise of Partial Prepayment or Defeasance Option. Lessee shall give notice to Lessor of its intention to exercise its option to partially prepay Rental Payments or defease its Rental Payment obligations, in whole or part, as provided in Sections 1004 and 10.5 above. Lessee shall give such notice not less than forty-five (45) days prior to the date on which the Principal portion of any Rental Payments is to be prepaid, in whole or part, or the Optional Purchase Price is to be paid, and shall deposit with the Paying Agent on the date of exercise the . sum required to effect such prepayment or defeasance. Section 10.7. Credit for Partial Prepayment or Defeasance. If Lessee partially prepays or defeases any Rental Payments under Section 10.5 hereof and thereafter elects to acquire the Project as provided in this Article X, the Lessee shall be entitled to credit against the applicable Purchase Option Price an amount equal to the Principal of the Rental Payments scheduled to come due after the Payment Date as of which the applicable Purchase Option Price is calculated and taken into account at the time such partial prepayment or defeasance occurred. . 27 1 520997vl 35 . ARTICLE XI ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING Section 11.1. Assignment by Lessor. Subject to Section 8.8 hereof, Lessor shall not assign its obligations under this Lease, and no purported assignment thereof shall be effective. The Lessor's sole obligation is to provide to the Lessee quiet enjoyment of the Project. Any and all of Lessor's rights, title and/or interest in and to this Lease, the Rental Payments and other amounts due hereunder and the Project may be assigned and reassigned in whole or in part to one or more assignees or sub-assignees by Lessor at any time pursuant to the Bond Resolution or otherwise, without the consent of Lessee. No such assignment shall be effective as against Lessee unless and until the assignor shall have filed with Lessee a copy or written notice thereof identifying the assignee. Lessee shall pay all Rental Payments due hereunder to or at the direction of Lessor or the assignee named in the most recent assignment or notice of assignment filed with Lessee. Section 11.2. Assignment and Subleasing by Lessee. Neither this Lease nor Lessee's interest in the Project may be assigned or subleased by Lessee without the written consent of Lessor and any such assignment or sublease shall not relieve Lessee from its obligation to make the Rental Payments hereunder; provided that Lessor's consent to a sublease shall not be required . if(1) the sublease provides that the sublessee will not take any action in derogation of Lessee's obligations hereunder, (2) a copy of the sublease is filed with Lessor and the Paying Agent, and (3) either (A) the sublease is to a Governmental Unit or (B) an opinion of Bond Counsel is first filed with the Lessor and the Paying Agent stating in effect that the sublease will not impair the tax exempt status of the Bonds. Section 11.3. Restriction on Mortgage or Sale of Project by Lessee. Lessee will not sell, transfer or convey its interest in the Project or any portion thereof during the Term of this Lease, without the written consent of Lessor. . 28 1 520997vl 3t . ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The following shall be "events of default" under this Lease and the terms "events of default" and "default" shall mean, whenever they are used in this Lease, with respect to the Project, anyone or more of the following events: (i) Failure by Lessee to pay any Rental Payment or other payment required to be paid under this Lease at the time specified herein (which in the case of a Rental Payment shall be five (5) days prior to the Payment Date or, if Lessee elects to pay by wire transfer, the last Business Day immediately preceding the Payment Date) and, except in the case of a failure to pay when due any Rental Payment, the continuation of said failure for a period of seven days. (ii) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in Clause (i) of this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor . will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected. (iii) The filing by Lessee of a voluntary petition in bankruptcy; or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carryon its governmental or proprietary function; or adjudication of Lessee as a bankrupt; or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors; or the approval by a court of competent jurisdiction of a petition applicable to Lessee in any proceedings instituted under the provisions of the Federal Bankruptcy Statute, as amended, or under any similar acts which may hereafter be enacted. . (iv) The vacation or abandonment by the Lessee of the Project for a period of 90 consecutive days. The provisions of this Section 12.1 and Section 12.2 are subject to the following limitation: ifby reason of force maieure Lessee is unable in whole or in part to carry out its obligations under.this Lease with respect to the Project, other than its obligation to pay Rental Payments with respect thereto which shall be paid when due notwithstanding the provisions of this paragraph, Lessee shall not be deemed in default during the continuance of such inability. The term "force maieure" as used herein shall mean, without limitation, the following: acts of God; strikes, . lockouts or other labor disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or the State or their respective departments, 1 520997vl 29 37 . agencies or officials, or any civil or military authority; insurrections; riots, landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of Lessee and not resulting from its negligence. Lessee agrees, however, to remedy with all reasonable dispatch the cause or causes preventing Lessee from carrying out its obligations under this Lease; provided that the settlement of strikes, lockouts and other labor disturbances shall be entirely within the discretion of Lessee and Lessee shall not be required to make settlement of strikes, lockouts and other labor disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of Lessee, unfavorable to Lessee. Section 12.2. Remedies on Default. Whenever any event of default referred to in Section 12.1 hereof shall have happened and be continuing with respect to the Project, Lessor shall have the right, at its option and without any further demand or notice, to take one or any combination of the following remedial steps: (i) Lessor, with or without terminating this Lease, may declare all Rental Payments due or to become due during the Term of the Lease to be immediately due and payable by Lessee, whereupon such Rental Payments shall be immediately due and payable. If Lessor has not terminated the Lease and has not declared all Rental Payments immediately due and payable and if Lessee has cured the event of default and pays the late charge provided in Section 12.6, if applicable, the Lessee shall be restored to its former position before the event of default occurred. . (ii) Lessor, with or without terminating this Lease, may repossess the Project or any portion thereof by giving Lessee written notice to vacate the Project, whereupon Lessee shall do so in the manner provided in Section 12.3; or in the event Lessee fails to do so within ten (10) days after receipt of such notice, Lessor may enter upon the Project and take possession of the Project and charge Lessee for costs incurred in repossessing such portion of the Project, including reasonable attorneys' fees. Lessee hereby expressly waives any damages occasioned by such repossession. If the Project or any portion of it has been destroyed, wasted, or damaged beyond repair, Lessee shall pay the applicable Purchase Option Price of the Project, as set forth in Exhibit C (less credit for Net Proceeds), to Lessor. Lessee shall continue to be responsible for the payment of Rental Payments. If this Lease has not been terminated, Lessor shall return the Project or any portion thereof to Lessee at Lessee's expense when the event of default is cured. (iii) If the Lessor terminates this Lease and takes possession of the Project or any portion thereof, Lessor, shall have the right to sell the Project or any portion thereof in a commercially reasonable manner at public or private sale in accordance with applicable State laws. Lessor shall apply the proceeds of such sale to pay the following items in the following order; (a) all costs incurred in securing possession of the Project; (b) all expenses incurred in completing the sale; (c) the applicable Purchase Option Price of the Project; and (d) the balance of any accrued Rental Payments owed by Lessee. Any sale proceeds remaining after the requirements of Clauses (a), (b), (c) and (d) have been . met may be retained by the Lessor. 1 520997vl 30 38 . (iv) Lessor may take any other remedy available at law or in equity to require Lessee to perform any of its obligations hereunder. In no event however, shall the Lessee be liable under this Article 12 in excess ofthe moneys appropriated by it on a yearly basis (other than for any additional Rental Payments due if the Lessee occupies the Project after termination of the Lease pursuant to Section 4.4 hereof). Section 12.3. Return ofProiect. Upon the termination of this Lease prior. to the payment of all Rental Payments in accordance with Exhibit B, Lessee, shall vacate the Project in the condition, repair, appearance and working order required in Section 7.2, reasonable wear and tear damage by the elements and insured damage excepted in the following manner as may be specified by Lessor; (i) by executing such documents as Lessor reasonably deems necessary to transfer all of Lessee's right, title and interest under this Lease in and to the Project to Lessor and (ii) by paying all reasonable costs and expenses whether incurred by the Lessor (including attorneys fees) with respect to such transfer of the property. If Lessee refuses to return the Project in the manner designated, Lessor may repossess the Project and charge to Lessee the costs of such repossession or pursue any remedy described in Section 12.2. In addition to all other remedies provided in this Lease, Lessor shall also have the right in its sole discretion to abandon the Project or any portion thereof, and upon such abandonment Lessor shall have no further interest in or any obligation with respect to the Project or the portion thereof being abandoned. In such event Lessor shall execute such documents as Lessee reasonably deems . necessary to transfer all of Lessor's right, title and interest in and to the Project or the portion thereof being abandoned to Lessee. Section 1204. No Remedy Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right and power may be exercised from time to time and as often as may be deemed expedient by Lessor. Section 12.5. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Lease should default under any of the provisions hereof and the non-defaulting party should employ attorneys and/or incur other expenses for the collection of moneys or for the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the non-defaulting party the reasonable fee of such attorneys and/or such other reasonable expenses so incurred by the non-defaulting party. Section 12.6. Late Charge. Whenever any event of default referred to in Section 12.1, Clause (i) hereof shall have happened and be continuing with respect to the Project, Lessor shall have the right, at its option and without any further demand or notice, to require a late payment charge equal to four percent (4%) of the delinquent amount or such lesser amount as may be permitted by Minnesota law if four percent (4%) exceeds Minnesota law, and Lessee shall be . obligated to pay the same immediately upon receipt of Lessor's written invoice therefor; 1520997vl 31 37 . provided, however, that this Section 12.6 shall not be applicable if or to the extent that the application thereof would affect the validity of this Lease. . . 32 1 520997vl LID . ARTICLE XIII ADMINISTRATIVE PROVISIONS Section 13.1. Notices. All notices, certificates, legal opinions or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in registered or certified form with postage fully prepaid; provided that Lessor and Lessee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates, legal opinions or other communications will be sent. Section 13.2. Financial Information. Lessee shall annually provide Lessor with current financial statements and budgets, and such other financial information relating to the ability of Lessee to continue this Lease as may be requested by Lessor. Section 13.3. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 1304. Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. . Section 13.5. Amendments. Changes and Modifications. This Lease may be amended or any of its terms modified only by written document duly authorized, executed and delivered by Lessor and Lessee. Section 13.6. Captions. The captions or headings in the Lease are for convenience only and in no way define, limit or describe the scope or intent of any provision, Article, Section or Clause of this Lease. Section 13.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Lease. Section 13.8. Execution In Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.9. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State. . 33 1 520997vl if/ . IN WITNESS WHEREOF, Lessor has caused this Lease to be executed in its corporate name by its duly authorized officer; and Lessee has caused this Lease to be executed in its name by its duly authorized officer, as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ST. JOSEPH, MINNESOTA, Lessor By Its President By Its Secretary . Signature page to Lease With Option to Purchase Agreement. . 34 1 520997vl c¡¿ . CITY OF ST. JOSEPH, MINNESOTA, Lessee By Its Mayor By Its Clerk . Signature page to Lease With Option to Purchase Agreement. . 35 1 520997vl i3 . STATE OF MINNESOTA) ) ss. COUNTY OF STEARNS ) The foregoing instrument was acknowledged before me this _ day of April, 2003, by , President and , Secretary of the Economic Development Authority of the City ofSt. Joseph, a public body corporate and politic and a political subdivision of the state of Minnesota, on behalf of said public entity. Notary Public (Notarial Seal) STATE OF MINNESOTA ) ) ss. COUNTY OF STEARNS ) . The foregoing instrument was acknowledged before me this _ day of April, 2003, by , Mayor and , Clerk of the City ofSt. Joseph, Minnesota, a municipal corporation on behalf of said corporation. Notary Public (Notarial Seal) . lS20997vl L/Lj . EXHIBIT A DESCRIPTION OF PROJECT AND LAND PROJECT: LAND: . ( . A-I 1 520997vl !/Ç . EXHIBIT B SCHEDULE OF RENTAL PAYMENTS . . 1 520997vl B-1 tit . EXHIBIT C SCHEDULE OF PURCHASE OPTION PRICE AND CASUALTY VALUES . . 1 520997vl C-l tJ1 . EXHIBIT D CERTIFICATE OF INCUMBENCY I, the undersigned, hereby certify that I am the duly qualified and acting * of the City ofSt. Joseph, Minnesota ("Lessee"); and, with respect to the Lease With Option to Purchase Agreement, dated as of Aprill, 2003 (the "Lease"), by and between Lessee and the Economic Development Authority of the City ofSt. Joseph, Minnesota ("Lessor"), that I am well acquainted with the persons listed below and with their signatures; that the persons hold the respective offices or positions set forth opposite their signatures below; that the signatures below written are true and correct signatures of the officers; and that as of the date of execution of the Lease or other documents relating thereto by any of the officers, they were duly qualified and acting as the officers or position holders indicated below and duly authorized to execute the same: Name Office or Position Signature Mayor . Clerk Dated: April _, 2003. CITY OF ST. JOSEPH, MINNESOTA Lessee By Its Subscribed and sworn to before me this _ day of April, 2003. Notary Public (Notarial Seal) *This Certificate of Incumbency must be executed by an officer of Lessee different from those persons whose signatures are listed in the text hereof. . D-l 1 520997vl y; · www.cityofstjoseph.com ity of St. Joseph 25 College Avenue North April 30, 2003 PO Box 668 Date: Sf. Joseph, MN 56374 Memo To: St. Joseph Economic Development Authority (320) 363-7201 ,.Jl!vì f· hrc L~ Fax: (320) 363-0342 Memo From: Joanne Foust and Cynt la mith-Strack ADMINISTRATOR RE: Change Orders for Maintenance Facility Judy Weyrens MAYOR Project Background Larry J. Hosch The City recently received a request for approval of several changes to the proposed maintenance facility. For your information please find a copy of the proposed changes attached. COUNCILORS Also attached for reference/information are copies of the plan drawings, the construction Alan Rassier agreement and the project schedule. Ross Rieke Gary Utsch The City Council prior to execution of the lease purchase agreement approved one of the Dale Wick requested changes. The change is labeled "earthwork" and is for the amount of $34,315.00. The City Council is now requesting the EDA review and act on the remaining change order requests. Public Works Superintendent Dick Taufen and Project Designer Dean Wick will be present at the · meeting to answer questions. Action Following discussion a motion to approve/amend change orders is in order. · i/9 tJlIl"lIlL....dall"'.... ¡..In.. ~ S I . JOE MAINT ....Jtu::>,/ " 31. Joseph, MN ~e'l~ ST. JOSEPH MAINTENANCE BUILDING REVISED SITE II SECTION QUANTITY -RArE MATERIAL QUANTITY RATE LABOR SUB TOTAL 01000 GENERAL CONDITIONS ---'-7'-.J....~ 5.41Z·00 5,447 1 WS .--..!_1ß44.00n~__..! 1,821. - 17.271 . 02200 EARTHWORK 1 lS - ~~,315 34,315 ----- - u________ ____ _____~__ - 02510 WATER DISTRIBUTION _ 1 lS - - 8,690 8,690 .- -~------- ---~~-- ~--------~~ -- 02520 SANITARY SEWER W/02510 - - - -~--- _n~"___n___ - -- 02570 ASPHALT PAVING 1 LS - - 22,489 , 22,489_ -- 02580 PAVEMENT MARKINGS 1 LS - - 400 400 02800 SEEDING 1 LS - - 7,800 'Z,800 -----c-~~_~____ ------- ~-,----~----_...._--- --,-,--~---- 02830 FENCING 1 lS - - 7.110 7,110 - 03300 CIP CONCRETE 1 LS - - 1,210 1.210 05500 PIPE BOlLARDS 2 EA 320 320 15400 PLUMBING 1 LS - - (620) (620) --~-~-----~---- I------------~-- "--, 16000 ELECTRICAL 1 LS - - 715 715 SUBTOTALS 5,767 11,824 82,109 99,700 OH10% - 9,970 BOND 2-1/2% 2,742 TOTAL 112.412 ;K -=- Å-ppvJjwd p,re v 10'"( v:G-¡ . . 50 ST. JOE MAINT ST. JOSEPH MAINTENANCE BUILDING REVISED SITE II CODE GENERAL CONDmONS QUANTITY RATE MATERIAL QUANTITY RATE LABOR . 1004 Bid Costs - - 1031 Project Manager - 48 HR 38.00 1,824 1032 Field Superintendent - 6 WK 1,500.00 9,000 1034 Assistant Superintend anI - - 1036 Field Engineer - - 1038 Safety EQgineer - - 1039 Tero OHicer - - 1040 Clerical - - 1116 Office Trailer 6 WKS 75.00 450 - 1117 Furniture - - 1118 Supplies 6 WKS 10.00 60 · 1119 Fax - - 1120 Copier - - 1122 Telephone/Fax Lines. Cellular 6 WKS 50.00 300 - 1123 Water 6 WKS 13.33 80 - 1124 A \E Office - - 1125 Pager - - 1126 Radios - - 1127 Computers - - 1128 Photos & Drawings - - 1129 Safety Supplies 1 EA 65.00 65 - 1130 Sanitation 6 WKS 31.67 190 - 1131 Temporary Electrical/Canst, Power 6 WKS .48.33 290 - 1132 Temporary Heat Equipment - - 1133 Temporary Heat Fuel - - 1134 Temporary Enclosures . - - 1135 Temporary Fire Protection - - 1136 Temporary Barricades - - 1137 Temporary Stairs Ladders - - 1138 Temporary Hoisting Equipment - - 1139 Hoist Crane Operator - - 1140 Forklift - - 1141 Trucking - - 1206 Bond SEE SUMMARY - - . 1207 Miscellaneous Taxes - - 1208 Clean·up Daily - 16 HR 45.00 720 1210 Clean.up Final - - 1214 Insurance (General) - - 1215 Builders Risk Insurance 6 WKS 27.00 162 - 1217 Legal . - 1222 Permits 1 l.S 1,000.00 1,000 · 1224 Plan Reproduction 1 l.S 35.00 35 - 1226 SAC & WAC - - 1228 Small Tools - - 1230 Storage Shed - - 1232 Winter Enclosures - - 1233 Dumpsters (Demo dumpsters 2070) 1 EA 320.00 320 · 1235 Equipment Rental . . - - 1237 . Equipment Repair/Maintenance - - 1240 Fences. Barricades & Signs 1 EA 200.00 200 8 HR 35.00 280 1245 Fuel for Equipment . - 1250 Testing 1 LS 1,125.00 1,125 - 1255 Travel 6 WKS 45.00 270 - 1260 Subsistence - - 1265 Watchman - - 1270 Water non.potable - - 1275 Snow Removal - - 1280 Surveyor 1 l.S 900.00 900 - 1285 Architectural Design Services - - 1290 Interior Design Services - - 1600 Contingency - · 1700 Punch List - - TOTAL 5.447 11,824 . 5f N-6 1 3 e -~ .- " --- C PROOUCT21S Nf'1IS IIIC-. GIOIgn. MAOI41'_ To OrIIoo"HOIcI! rnu. FREE ',aœ.zz.II550 -~ -- JERRY BAGGENSTOSS TRUCKING JOB ESTIMATE . P.O. Box 66 ST. JOSEPH, MN 56374 PHONE J DATE (612) 363·8766 4-18-03 JOB NAME/LOCATION TO Shingobee Builders. Inc. St. Joseph Maint. Bldg. 642 75th Ave. So. St. Joseph, MN 56374 St. Cloud, MN 56301 JOB DESCRIPTION: EXCAVATION C-O # 1 HH ....._.._...... n_n. ,_..__. ........... ... .__ __.___n'h'"' ". _. ....... u_-.._. ..._........ "._'"'_'. "._,'"_ .......... 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". _._..._n........." ....._...,_..._...._..... ._.__....._...___._..___.h__._.____.....__.............~...._._....N_n.....__......__........_._....__.__. .__. .. .n__. ._. ..,. ......._........_.. ._.._,,__._._...__.._,.. .__.... ...__.......-H·.·._._.... ....__.-______.__.._.... ..-... .-......-.... .-. _.h_ .....-......._..-. Base At South Parking Lot. Approximately 17,625 SF "_._.m _...._ ._._.._..__ . m....._. . ......... _....·...·H............._.m_h_......__...... . .._.._. _m.. . ....__._..·..H.....-.-.-..·.·..._······_···_···,.... ..-_......-. ........_.._..-.._......w...-...-......___. ......_._._m___..... ._............. .......-. ...._..-...... ..............._........ ._.._....h'_..... .m...'_. And Maintenance Yard, Approximately 49,400 SF. ····....___....__..n _. ......._h_..._._..........·.·._..... .... ."_.......... _ .._ ,·_·.__·._h·_··_m..·_'·' ....._......._.........-.-._............_.._. .... ....._. ._..u_._._. . . ._.'" .... ....._._....._.._...,. ._.. ....._.... ._.. .. _...._..._.-....... ..... .. .-...._ ._.._.. .-.-... .H......·.·.-·.....· ........ ....----.... . Spread Topsoil, Grade Berm Along South Side Of .. ....._-.... u" '_'_'-_H_ ...-HH....-_......_ ......_. .. _.._m..__.._. . ....__ _. ... .. ......_.. ._.._.-H.·....·.·..H···.·.··_..· .__ '_h'''__'_'___'_'' .. "._' "HHH-'_._ .......... ... .-..._.. ...___.... .- .... .....-........-.. ... .._.._..._.....,-...._.... ... _ _m_.. .n... .._... .......-.-, ".-..' Parking Lot, Finish Grade Site And Remove Excess e-....u_-... ..........m.._m._._m .._. ...'.._..mu.mmu......m.....m................" .,...... ... ........m........,u........._._....._.....·. .."..........-..-.. ...-. ..-.-.....,.. P-.,-·..-. ............-.-.-... .. __,. ....... ......_......._..._... .h......__..,._._._.... .-._ ..-._......-.. _ Top Soil From site. . m._"__ . mo. . ,.__. ._._.__......__H..·.·._. .......... . m." m. ~m.___.·.._.h. . .__._. . .___....._..__. . H.·.·-.·.·.-·-·.-.··-·-·..-.. . ._.._....__.-.....-..-.... ....__.... ..m n... ..._ ...__....._.-.'...-.---.m .........__..... ..._.._'H_.... ....--. .. ...-- ....-. ....-.........-. ".nn' ._..... ... .__ ._...... ._.............. ..' ._._......._... _.' _____ m.. .__._. .. ._,_ ._._ .._. ..._......... .m.n. m ...._._... .__'_..._.'" . m." .__. .·.-.-.·...nT·· -.. -.... ..... .-.. .. ....-..... .-.-. .-'. .-.-. . .-.-.-.. --. ..-. .... ..-. ··..__..n.... .. ...-..-'.-..., 2 ) Excavate And Grade 80" X BO" X 4" Retention Pond, Along .. .__. n___.. . .__._.. . ._._......._.-................._..... ....... .......... ._.._._ .... n.. ._._._....H.._..-.-.·....·.--Tm- ... .-..-..._-.. ....'. .-. - .......-.-_......-. .._ n ...__.._....._._. ._._. .. .__.... . .._... .._.... ...__...... . .. ...-..---....._ m. ._n.. ....-..... With Installing 300" Of 12" Diameter Schedule 40 PVC Pipe ...._........m.._._._._. . ......_._____...h.....'_.....__._.·.__....·..........---.-...... ....... ..m.... ..__h.... .. .. ........_.-......-n..-. ·._.._m...n._...__.____.. . .......-...._....-.-.-..-.... .- ..... .----... ....... .-...-....-......-..-.-.- -....- .-.-........-.-.- .... .-. ...,,-............ .... ....- . .-.... .. . .-. ....-.. From Retention Pond To Existing Catch Basin At South East .._.... ..._..._._......T.__.....-... ....._ ....._h,_.._.._...... . ....__........ .... _._ ....._......_...._........ m ._.._ ... ._.____.h....'_. .._..._h__m_.._._._......·h.. ......-. -.. .. _"__-". __'. ._. ._ ._... ..__...,____....... '. .-r__·.-.-r·...···· .-. ..-.-.._. ...._.. ._..'_."" . ._.. ..·.._.n.._._._. . ...-.--... Corner Of The Property. .....--.....~ . .-.-." . ._ ..._._......H·...T._......_.__......__. ._. ...... __. ... ...... ._. " ....._.~~TH..~·.-...···-.··-·-·--· . .......-_.-....-. .. . .--~."....' ..-.-...-.. .-.- ......-.....-......-..' .-.-......-. .... ._h. _._..._........ ... . H___'" .... "'_"TT' .. "'_m. .-_.' > ·.-_H-··-....·-· .. .. ._ ... _.. L.....T..H....-...... no. ....___.... . .._ . ..._ _ 'n_._...... '_~HH·.·...-'-'.''''''m..· ._._......_m. . . ..' _·.-.·._H__'_·"_·· -. -.. .-... ~ ....-.-.'...... -...--. ...-.. ... .....-.---...... .-.. .-.........._--... .-.....-...-...---. .-". 3) Sa'Wcut & Remove Concrete Curb & Gutter, ...._.......... ... '.. ....-. _........... .. '_n_ ... _.._,,_...__ . ._.'. ._...._... .-HH....-.. u . .._........ . .__ ._... ...... ...._.-._.-......-.-.._.-._. .... ---.... . ---.. ........ -.... .-... '. ._- ...- - .-.......... . ..... .-...-.... .-...... .. ...._.-.........---....... ...-..-....-. ...--...... .._-.-. . ..._~.... .'.__....... ... ._u.. . __". "__'n_.' . ...'_...... ......-. ···'hn.._.._ ..._..-.-.-........ .. -_.-........---.. . ...---.-... ........ .-.-...-.-.-..... ._..._.·H..·.-.·...- -. ....-..---. .--.........-..--.... EXCLUSIONS: ._._... . m. ._.-N.·..-.·.·.. 'r' u.. ....._.....~_..._ _... ._ ._....H_.-....-.-.-.... .._.. ._....._...... _.... '..'. '_N· ....-,-.-. -- .-... .-.....-...... . -.-.. ..---.-.-. -... . ...-. . .......-.-.... ....... ..-.... ... ...-...... .... .-..... Import, Place Grandular Fill, All Fill Borrowed From Site. .........-.-...--... ... .._..~_. .-._. H·....·· ."-". .._... .·...-H-.·.·.-.··-·· ........·.H·...-· ..-.-.. ........ ,,--..... . ... .._... .- .. -~ . .' .... .-.. ....- -. . ... .. ..'--' ... .. Soil Corrections If Required, Testing, Dewatering & Silt Fence. "'---'.... .. .-.-, ~"'.. .-.--.. ,.. ----..... "-.-"~'.-.. ....-.... .... ._._._.·....H·.-._._n-... ..H...·.·-.·· .. ..-.' -' .-.._..." . .. ~ .. ..-. .-......... . ............. .. ...... "__'h.'-'-.-"O"-"'- .-.-. ._..._._._H.._....··· ...-..-.-.....-.. . .' ._·..._._.__..._n ... _.. .,....... . .-.-...- ..--. .--.... ." THIS ESTIMATE IS FOR COMPLETING THE JOB AS DESCRIBED ABOVE. ESTIMATED $34,315.00 IT IS BASED ON OUR EVALUATION AND DOES NOT INCLUDE MATERIAL JOB COST -~.~~ ..,~~~.,.....,.. ........... ......r......'"'~IJ" I AO^O AAln .A6T[:QIAI c;: W~''''''E 2- 23~ 25~ _ ~ E~, 1He. Ir;¡ ~ f~ ~ r!f'·"~·: !~\! - SEWER~ and WATERLINES - .1\ :~ [ -.- .. -'" _. !. :: 2310 County Road 137 . Waite Park, MN 56387 ,! H...! ! ,APR 2 3 .. if! ~J \ Bus: (320) 252..8010 · Fax: (320) 252-8014 \". I i '---'--" .-. S' ,':., -,-- ,- ,,' ,!! r"'. -~.... ,.,,,, I í ~~,. ,.... > "..: ûLJ:L:.. ::..'.",!- ~: í:...._t TO: Shingobee Builders, Inc. DATE: 4-23-2003 PHONE # 202-1300 FAX # 202-9192 Attention: Jeff JOBSITE: Maintenance Building, St. Joseph, MN Per letter and plan dated 4-18-2003 Furnish and install 6" CL 50 DIP water line with riser inside building and 6" PVC SDR 26 sewer line in same trench with necessary cleanouts and castings to include two building connections on sewer. 4IÞ Bid to include labor and misc. materials to install hydrant. Total Amount of Quote: $8,690.00 Add to furnish hydrant: 6" valve and box, 6" x 6" tee'and pipe. Additional: $2,248.00 X MOLITOR EXCAVATING, INC. BID ACCEPTED ~()~ m~-- . DAN MOLITOR 5S :l. ::(p~ . HARDRIVES INC. P. o. BOX 579 ST. CLOUD, MINNESOTA 56302 320-251-7376 fax 320-251-5178 ESTIMATE & AGREEMENT Customer '\ Name SHINGOBEE BUILDERS INC. Date 5/9/2002 Address 1642 75TH AVE SOUTH Order No. City ST. CLOUD State MN ZIP 56301 Rep Phone FAX. 202-9192 FOB Qty Description Unit Price TOTAL BITUMINOUS PAVING. ST. JOSEPH MAINTENANCE I 1914 ' S.Y. PLACE AND COMPACT 6" OF CLASS 5 GRAVEL. $11.75 $22,489.50 I PLACE AND COMPACT 2" OF BITUMINOUS BASE. I APPLY TACK COAT; PLACE AND COMPACT 2" OF I I I BITUMINOUS WEAR. I I I I I . I I I i I I I , ; ! í SubTotal $22,489.50 Shipping & Handling $0.00 OFFERED BY Taxes ~d O~ TOTAL $22,489.50 MIKE OHMAN THANK YOU . 50 ~~ J ~-~ISïC I ~1 ESTIMATE ,I FORM 512 NUMBER :1 -;, TELEPHONE BID 4-~-03 . 1 , DATE ~ Sr. JDE MA1kfr. BL..P f:::1 I JOB laATION Sr. J CßE"~ M rJ I I . . \U lru-ý i FIRM ~I }2,"'f"\cC;. BY Pu-í2- . I ADDRESS PHONE CI..ASS Brr J P MJ I t.J é::t OF WORK tMll\.. OLt.5 WORK INCLUDED AMOUNT OF BID £pit &Aós ~ BADE 1f. 2.2 ïß5 I "2- 2" LMtees {;> t= 13 rt"Lt-~ t.A.IOu5 ! I I ! I ! I I ! TOTAL BID f, 22., 7 f,'=> EXCI..USIONS AND aUAl..lFICATIONS . . ,CKNOWI..EDGEMENT Y-e S .DENDA: TAX ) IVERY: EXCI..UDED 5S ~De~ ") RECEIVED BY: I . IN U.".A. fl'R'ANI'( R. WALKIiPf c;Q., , CHIC;;JUiO '. hUll... _llIllfl_Lc1rlu~CdPlng Inc. FAX NO. : 13202591310 Apr. 24 2003 08:32AM P1 ;,¿~ r~~= .= ~=~ proposal "ì r HELMIN LANDSCAPING INC. .:: ,I 6920 HIGHWAY 10 NW 1 0 2 7 " ~. . SAUK RAPIDS. MN 56379 ,i · (320) 259-6766 Fax (320) 259·1310 . Ii. , ~ --··----1; ----- p 0Nf - -FF ! I PRO»os.\L$I/DMITTFOTo--~. H .1_ ~-24-03 ___I; I Shinqobêe Bu~lder5 '--'--' --- I · -. ----- JOE' NAME . STA!ôg M . tenance Building I' h S a~n -'-- .1 --L64.L.2?.L.Ave .-º-- - JOBI.OCATiõN---· -- i CITY.3TATEAndZII'COoE Jose h Mn ,/ 1 d MN 56301 St. P .~ '_._ ~ 'I' .~Y--."----r;:;;:-' .- -~' :"()BPHONE ¡ , ARCHITt:CT D^TF. or ~NS I! I! John Helmin ~¡ ¡IWE> Mrp.by submit Rpeci1lc~lionSDO( ....tlmaloc. 10.: . · . k to included: Fine Grading/Fertilizer I seedin~ .'. ......... .... " ............. ~.~I!?~.C:::~.P~I!.~.~°r.''''_.h'.__'''.h.'.''''.' ... ··....·..h.. ....... ..... '··"hh. ......... ..h.... I ·..··.........h····_·....h ..h.hh......... ..'..h..h.. '...... .h...h....~~.~. i n=.~ud~.~.......... . ...hh.... ..... h'h... . ........h... ..h......h.h.... ¡: ! . ........... .. ......... .. ···..··...h.. . .... .............. ·h.·... ............ .. . . ...... .......h... ... .............. II ......... ..'..h. ........ ... ... .....h....h....... ....··..···.....h...h... . ....... ...... .. ....,............. 'I . .. ....... ... ...........h.. .h. ........... ...... . . . ... I ¡' ... ..... . .... ...h.............. ....... .. ."'..., ........ ·....h..... . ....... ... h . i I h. 'H.. " .h .... . .. ......... ....... h.' . ........ :1 . ......... .- : ... ...... ... ....... ........ ..... .. ..... .-..- _ .. .... .. . . . ... . ... ......... .... . .... ...... ... ...... ... .. . ... .. .. .. . ... . I ·h... . ...... .. ...... ....... ... ..... .....h.. h..... . .... . .....-.- ..--... -.'.. . .... ....00.._ . h. _0_ ... _ ." .. ._........._ .__.. ....._._. .... ........_._._... - -. .. . .... ·.....__.......hnh... P.... . u'" 'h. .--..... ... ............-.....--.-- .'" '-.--." ..... ....-......-..-.. .. . .. . .. ..... . .--... .-........... ... _.. ....... ..........._h ... h... i ¡ '! ..... .-.-....._- ", .-. u"'h ..................... . .... .-.......-.. .-....-.--....-..-.. ..·....hm.._..__......_......._.....,...___. .... "'. .00._"..._.._.....__.._>0.._. .... ......._.._,......... ... U-. . I · .hn._. ...... .--......... ...... . .--...-...........-............. ...._..... ....... '_n_... ·...·_u......._._. .............. .... ........ ........._ ............ ................. .._._... . ..._ ...... ,.' ._..... .._._ '__.h_h ............_. I I t·..h....... .. ..... 'h... ..... ......... .........,................._...................., .... .........................._... .................................. ......... ... ........ ...... .... ......... . ....... ...... . ... .............. ........................... .. ......... ". .. . . . ,I . .__.., ..., i mr ¡JropOBF hereby to furnish material and labor - complete in accord<Jnce with above specifications. for the sum of: Seven thousand eight hundred anf no/100==~===~======= 7,800.00 - ....- dollArs ($ .,.._ __._ _._ ). Payment to bé maaG a$ tollows: - "'---' , i i All mat.>ml r~ !II".lranl(!(!d Io bA II" "PACIIIAd, All work Io be complell!d In a WOlkmanllke msnner 3CCOrd!ng Io sf8ndsrd prBCtic88. Any alteration Or devin1Ïon from allow specfflcalloll8 Involving 6J1tra C08tI¡ will be e....cuted only U )<>n writlM O(dó~. :\1\d will hocOfT1E> an ..x1ra ..' .. h _ chnftIA ove, or.d nbowHhn ~Iim.'I... All RgroomAnla contingent upons"iko~. "~cidftf'l,. , Of deiayB beyond 00, conI,ol. Owner 10 carry trre 1omndo tlnd o!hin n9CØ8B8ry Insurance ~ 0.." WOTkElf:< A"" ¡ully CovMtl( bl' Work"..",'s eo,;,pðnaauon lf1BtJreACe. . days. /_ #.' . -'-~ . Z rcrpfancr of Itropnsul- Tltp. abOllP. pricP.!>. specifications "¡, nd com1ition5 a", 5ali5fó!ctory ó!od arc hereby acceptcd. "1bu tI'" autho,i7P.d S~na'urè ì to do the work ¡]s ::¡pecified. Payment 'fYill be fl1a\lç 11;1 uu!linctl ..,bOllC'. i D"o 0' _"""', .".",," ~ ---- -., ufY ~ ToReoâr. 50 J. 2£>10 (ENTJ!!Y..!ENtE ~ 14839 LAKE DR" P.O. BOX 277 FOREST LAKE, MN 55026..()271 (861) 464-7373 NA TJONWIDE (BOO) 328-9558 FAX (661) 464-1377 .E: SINCE WR ~ MARK OF ~F.'RMANENCE IL 1.2003 - PROPOSAL TO: SHINGOBEE BUILDERS, INC. SHIP TO: MAINTENANCE BUILDING 1642-75TH. AVE. SOUTH ST. JOSEPH. MN. ST,ClOUD,MN.~1 ATTN: JEFF ~CI~¡:I:¡¡¡:¡~~~¡::,!!::::I!~!¡¡!I::¡!:l::::¡..:!I!:!:!:8::¡!;:¡,;¡ili!!:l¡:¡i:::;:,,'i FENCE OVERAll.. STIlE PALISADE HEIGHT ~&7' UNE POSTS 2 112" SPACING 8' SET DRIVE FABRIC 9-2 SELVAGE KB COATING GAlV. GATE FRAME 2112" TOP RAIl 1518" MIDDlE BOTTOM ¡JËg;g;~:~}\~~:i~~gW~;;~[~~~~\~rtl\m~]~[g}l\:~:Ì~1g~:¡~t;~i~~:f~¡:~~~flltßt)~~~;\5:t1:f:¡j:~~Ì:¡:~:~!t~~P~~~~Êm~¡\~~,~i~f1~t~:¡;~;¡¡¡\~:¡;~\m~ið8f:~1t~Œ?2~:~~g:r1~~i~[f~¡l~¡i~i1tÎ~¡¡~:¡j~~:~r2J~f'Ktri;¡~N[.š; WILL FURNISH AND INSTALL 695 LF. OF 6' HIGH CHAIN LINK ÆNCE CQMPLETEWlTH TOP RAIL ALL LINE POSTS WILL BE SPACED 8' ON CENTER TO PRE- . VENT ,WIND LOADING FOR POSSIBLE SLAT SCREENING. INCLUDES 1 EA. 25' WIDE CANTILEVER SLIDE GATE. LpT PRICE - $ 7,110.00 IF STRANDS OF BARB WIRE ARE REQUIRED - ADD $ 652.00 IF SLAT SCREENING IS REQUIRED FURNISHED & INSTALLED-ADD $ 3,768.00 NOTE: We reserve the right to - A signed proposal is required to revise this quotation If bègin work on this projøcL - not accepted withlnJo days. ;~~~.'i~_~'i'1i.;tmwm.ñišili.(·..· 'J'ÆR"S SIGNATURE ~D~ J . ~~~ ATE: CENTURY FENCE COMPANY 57 lf1J uu~ CENTURY FENCE COMPANY TERMS AND CONDrI10NS 1) PRICING: The prices set forth herein are ba8ed upon current prIces and are subject to change without notice. . 2) CHANGE ORDERS: An extra charge will be made to purchaser for any materIal or labor additional to that 'specifled heràJn necessary to make a complete Installation in a workmanlike mahner and final measurement after eractlon will govern the amount af invoice. 3) INSTALLATION: All property line stakes and grade stakes are to be established by Purchaser. Fence Is to follow ground lines unless otherwisa provided for In this contract. 4) SJJE CONDITIONS:Obs1ructions of every nature which In any manner interfere with the erection of fence shaH be moved by Pur~aser prior to commencing work on fence. This contract does not contemplate the encountering of rock, swampy conditions or boulders larger than the hole to be dug. ShQuld aoyof the above condItIons be encountered, Purchaser shall pay the actual cost of the additional work caused thereby unless stated in t"ls proposal. 5) JOS :or=LAYS:When work Is started by Century under this contract, work may be aontlnUed to completIon without Interruption, including, without Hmltation,.lnterruptions caused by other contractors or changes In the plans of Purchases. In the event that Century Is required to withdraw from work. after starting, Purchaser agrees to pay charges covering the actual expenses Incurred. It is understood that When Century's crew reports to the Job site by appointment. this constitutes starting work. Century shall not be responsible for delays, defaults' or damages occasIoned by any causes beyond Century's control Including, without limitations. governmental actions or orders. ' embargoes, s~r!Iœs. lock-cuts, fires and floods. 6) UNDERGROUND OSSTRUCTIONq: Sefore work Is started, Purchaser shall furnish Century with the locatIon and character óf aoy underground wtres,plpes, sewers, conduits, obstructions, conditIons, or restrIctions af any natura which might intertere with or be damaged by Century In the courõe of the work or Which might be the Cause of Injuries, or other damages. If the Purchaser falls to do so; or If any of the Bforssaid are omitted from the . Information furnIshed Century, the Purchaser agrees to release, indemnify, hold harmless and defend Century from and against any and an IIabHlty. 108S damages, tines andexpens8s caused thereby or from any claims, demands or suIts based thereon. '7) LAWS: Thìscontract is subjecf'to all appllcabre laws, regulations and ordinances ,of any fuderal, state or local governmental author1ty or agency. 8) WARRANTY: AU material and labor sold hereunder is warranted to be free from manufacturing defects and In the event of any breach hereunder will either by repaired or replaced wltliout charge, or thepQfChase price refunded at the option of Century. TN NO EVENT SHAU CE:NTURY BE LlABtÆ FOR ANY CON$EQUENTJAL DAAfA.GES. There are nD warrantIes which extend beyond the description of the faceheraof. 9) PAYM~T: Payment shall be net cash upon receIpt of Invoice with 18% annual Interest charges on accounts past due 30 days. All accounts are payable in United States funds. free of exchange, collection or other charges. Century reserves the right to lien the owner of the property if timely payment is not received. 10} COgn~ QF COLLECTION: Should the Buyer default in Its obflgatioRsherein,the Buyer shall. Inaddltlon to other obtlgations herein, M liable to Century Fence Co. for all cost of collection, Including reasonable attorney's fees. 11) SUfLDING PE:RMITS: PermIts Of license Including the payment 'of fees therefore shaff be the sole· responslbUfty of Purchaser. 12) SALE TERMS; The above and foregoIng terms and conditions are the final expression of the terrris and o:)ndltions of this contract, and· ara Intended as a complete and exhaustive statement of the agreement Modifications or change shell only be permitted by a sIgned writing between the Purchaser and Cantury. Thi6 contract shall not be assigned by Purchaser, in whole, or in part, without the wrItten consent of Century, and shall be binding upon the successors, administrators, executors or assigns of the parties hereto. Waiver of any default . shall not be· considered as a waiver of any subsequent default. No conditions, terms, agreements, or stlpulations . other than those stated herein shall be binding on Century. 68 . OBERG FENCE CO. ¡-~..,.. . . -~. 23251 County Hwy 12 West ! ..-.... (rp"j ~ i . P.O. Box '118 . . ..~. ""'#WI Deerwood. MN 56444 218-534-3118 S.·ilcs@obcr.efcncc.com 21 8-534-3 J 19 fax www .obcIJ!:fc:ncc:.colD Date: 4-21-03 To: Shingobee Builcie("$ Project Name: St. Joseph Maintenance building Prujc:ét Locàtïon: Description: 670' of 6' high chain link with. 4" scb 40 gâte post..<;. 2112" ss 20 terminal posts, 2" ss20 line posts and 1 5/8" top roil. Price includes one 25' cantiJever slide gate. All posts air driven except gate posts to be concrete set. $ 8,310.00 Pricc to add privacy slatting with closcrpost spacing of 6' on center for wind load.. $ 4.400.00 Price to add three rows of barb wire on top of fence. . $ .75 pcrtOot. No gate operators included. No prevailing wage figured. No layuul ur slaking. Total: POC: Brian Norwood Project exemptions: No bond costs, removals. layout, sroking, gr.:1de setting, clearing, leveling, brushing, and liquidated damages. We are a women ow~ and ~rit shop. Acceptance of Proposal: Signature: Date: Th~ ~ mAY be withdnlwn if oot accepted withID 30 days. Oumgca to above dcacription must be cx.cçutç:d with .. wri~n cbõ>n!;C on:ier, ;¡ud >Will bo::c.on><: OUt c;¡tUõl c;~ .QVCT !he: a.bav.c pric.c. We; =r fully ''',...~; al,,<> boud,,,!; '" av",¡l..b1c ir n::quin:d at .." addition..l t:Lr.<t. . 5q I- kUI, : Bt:MHUUMS FENCE FRX NO. :3202020781 Rpr. 22 2003 04:21RM P1 ~ I . BEMBOOM'S FENCE DATE 04/22/03 907 15 AV. SOUTHEAST PHONE 202-1300 ST. CLOUD MN 56304 320-255·8929 FAX 320-202-0781 FAX ESTIMATOR JIM BEMBOOM ¡TOTA1.. PRICE 8,487.00 1 OVERALL LENGTH 695' : SHINGOBEE BUILDERS FENCE HEIGHT 6' FABRIC GAUGE 9 ST. JOSEPH MAINTENANCE BUILDING. POSTS WALL 40 RAIL WALL 20 RAIL DIAMETER 1 5/8"' LINE POST DIAMETER 21/2" TERMINAL POST DIAMETER 3" BARBWIRE STRANDS - BARBWIRE GAUGE 12 1/2 YES GATES # GATE GATE POST TOP RAIL X OF GATES WIDTH DIAMETER MIDDLE RAIL SINGLE SWING GATE BOTTOM RAIL DOUBLE SWING GATE BRACE RAIL X GATES CANTILEVER GATE 1 24' 4" TENSION WIRE OVERHEAD GATE TRUSS RODS X GATES SLATING 255' ADD 1,100.00 FOR BARBWIRE:. ADD 4,550.00 FOR STANDARD SLATING. ADD 85.00 FOR EACH ADDITIONAL INSURER. 190' 190' 60' CUSTOMER HEREBY AUTHORIZES BEMSOOM'S FENCE TO INSTALL SAID MATERIALS ON &\ID PROPERTY AS PROVIDED HEREIN AND TO PAY BEMBOOM'S FENCE HIS CHARGE FOR SAID MATERIAL & INSTALLATION UPON COMPLETION-CUSTOMER HEREBY ASSUMES FULL RESPONSIBILITY FOR THE LOCATION OF THE LINE UPON WHICH SAID FENCE MATERIALS ARE TO BE INSTALLED (BOTH PROPERTY LINE & UNDERGROUND UTILITIES) MBOOM'S FENCE RESERVE THE RIGHT TO R~VISE THIS QUOTATION IF NOT EXCEPTED WITHIN 30 DAYS. DATE I APPROVED & ACCEPTED PLEASE SIGN AND RETURN CUSTOMER'S SIGNATURE ONE COPY IF YOU DECIDE ¿ìD TO ACCEPT THIS CONTRACT CONTRACTOR'S SIGNATURE Memo Pad .. . Circulate to: 57'rJ'\4 A-nlJb From: W ,ÞI*L ~~:¡''''C" I.... Phone #: Fax II: '5 a::J - 2C12 -c;\ 92 . ._, Date: Lt -"22-03 Pages to follow: . ._- Subject: Sr. ~ð~eIt+ tN\AtN·~e.- &' l..-Þr rJ;¡ ,o- j II Message: ... ¿',,J. f=:r CAiN w 1m Ptf;1~ ~ 7 ~t~ ·Pô~k..· . ". -. . I .~, uJ, C/i- .'. ·.',fi,¡¿~b-:·:"·&A;¡:¿ .. - . . .....r·;~ .. · . · - · . U,.J . . ~. W'-f\«L 'rrJe ç;,... ~1rV~l¡~ ~ tNtnf- .. . 1 7-$( . ~ '~~1^Jl; '~&A-rr ~ ··~iV -I - ." h .. . · - · - . .' .. - · - .. - , - . . . . '.. . .. '." .' -. . - - :. - - ~ ~ -. . . . '.' - . ~ ." 0" . . #..; ..""h _ "..... . -." . . ·vJIÑ~·L- . 1$,j~jZ;P4:'~£. . .. . - ..- .. \3S1 . . Ñt;"A.·L.: J'l\v£. . S. MN S"5ðCl__, ] . . b<;! - '1'19-" 7"7 . FA,,' 1.S1- 'I q'i{- 471 j W)oStL.e.. - bS1- 2-t.J~-o:> ' ., I'C s:. 0/ .-- II..UII- . ._LL_I >1-t:::rJl..t::: LUIIII-'dny Inc. f-'Hl.JI~t: NU. Rpr. ¿2 ¿0~~ ~~:~lAM f-'1 . An Affirm.1(1ve ActiOf1 fqual opportunirv Emplover 2281 Hampden Avenue. ?O. BOx 14154. st, PauL MN 551111 Ph: (651) 6116 ·8305 Fax: (651) 646-1615 PROPOSAL TO: Ms. Diane Scepaniak BID DATE: 04-22-2003 Sbingobee Builders. Inc. PROPOSAL NUMBER: 049187 ( 1642 -75th Avenue South FOB: Jobsite St. Cloud, MN. 56301 _. -- Regarding: St. Joseph. MN. - Maintenance Building. :. KellerFœce Company proposes to funùsh and install the following: Base Bid 668 L,F.- 72" high, 9 ga" 2" mesh galvt.mi.zed Chain Link tencing with 1-7/g" O.D, mechani('.a1ly driven line posts.. I-S/8n G.D.top rail, and 2-3/8" G.D. terminal posts. .. lEA - 25' wide x 6' high double cantilever slide gate with 4'> O.D. roller posts, FOR A TOTAL COST OF..........................................$ 10,600.00 Alternafe # 1 Add to the above for PVC privacy slats including up-grading to 2-3/8" O.D. line posts Spaced 8' O.c. and 2-7/8" a.D. tennin.a1 posts, FOR A TOTAL ADDITIONAL COST OF...,.............$ 9,300.00 Alternate #2 Add to either of-the above to provide 3 strands of barbed wire at a 45 degree angle. FOR A TOTAL ADDITIONAL COST OF........,.........$ 1,,150.00 Note: The above proposed tènce materials comply with Federal Specification RR-F-191. - .. The above quotation is good for a period of thirty (30) days. hom the date of this proposal. Keller Fence Company appreciates the OPPOt1unity to quote on tlùs project and hope it merits your fuvorable review. If you have any questions or need additional information do not hesitate to œ11 us at the above number. Sincerely. KELLER FENCE COMPANY, INC. . ~~ h¿ Authcn2cd Merchants Metals :;)ealer 4\\ ¡,L.,..I . I ILJLL-L~I...., ..J l".l.JI~L, 'L. I _ U_.JI'i~ I . . r>Hl.JI~!::: NU. ,j¿Ið¿::>¿l¡,jblð Apr. 22 2003 10: 16AM ~D MUELLER'S CONCRETE CONSTRUCTION INC. Gary Mueller 1433 N. 24th Ave. . St. Cloud, MN 56303 ~~E~;'" f . 320-252-1 080.//'.4,Y NE ~Z- /rOÞ __.~~~.d'~ t!:/. :- srI ·n JOB NAME ~ ~ tt:: CITY, SMTE NlO ZIP JOb LOCATION - . DATE Of PLANS JOB PHONE WI! I1l1ub)' IVbm~ .JlllÇiliœllonl ancr NlIrna/8II1or; DESCRJPTlON . UNIT TOTAL D 5Øo þt:,;I ~) , d (Ý 9t:J Að¿.~~.$ . X - . I I I' - - I .-- -- I j i I I I - ~ 'J1I, ","""",. hmoby 10 Ium;'¡' molorioJ """ 1_· com..... In -co wI'" no'"" .peclßco'on.. 1m "', .um .i : ::::::j ___dol/art; ($ I;'JðJ, 0 0 I. All ~., 1& gllli.nlMd 10 be .. 1peCI1I~. All WOIX 10 ~ COII'f)IeIOd n . wai!(manlu man_ ^~Ihorlled ~. ~ ~Ins 10 IlMCIald plllCllcIa. Ñly AiIOfAllon or dfYl;ubn from ~ IPKIIe&IIonI Involdna 0111. cœsa wII be . [K\II8( /In!)' upoI'I ..,... orðorl. II/Id wi' bea>rne l1li .,.~~ _t and ~ 'he..ùmaIe. AlIII '''''''~ oonIlngenl upon 11rtæ., acd( enta ot dala)'l . QVt wnltvI. Slgnaturo Z ~ 0- \Q _ry I... tamadI> aNI _ _NII1'l\Iuranoe. Our WOrkela lite fUlly _roð by WvcluTwn', Oocrpere.Uon lnWfar,oe. Note: Thl~ op¡al may bo 3'Þ Wi~nwn iY Wilt nil amilg~ mUlin r1n'n I ~ ..t.;""~-r ~............ VJ ....., .'rv.... u" - U'IO n...."'...O' J#""U". a.,.,Us.;tll,",dUUII tsfJU Slgnaluro I condlliOl'lA Are snliSllactory and 810 horoby Boooplod. Vou are aulf1onz9d 10 do the work as 5poç liod. Paym9nt will ba mads !IS outlinod above: Dato 01 Accoølanco: Slgnaturo i --.-. _ . _ 4_ ...__ _ ~~ To,,,,,,; PIl,,,.on~løl»rn.tdøbTI""'O/II r1f /flfKHrIrIt¡ motII/I lOr IIa/OtJIMIIIOCONad bøIore 1M 30/11. .4 r,:''I'PN nlØfllll If/fYi;# t:II4rgø (IWIWII /JtIiOI1fII1(1fI t. 01 '8~ will bIi .ddtMJ /D ~ IMIt 30 ~ pUt M. b3 -/... -- _. '--.. .--. - - - ---,- '_. -.- ,3 ., I 1. U! --.Ji.JC(. . :ens I .. & Iron , m Re:quest for Extra AAaTe:r~Qr !lÐ AtTn: ;tr!UI ctura J Contractor: S~;~jDb-c:~ Date: _ 4 -;¿ 4 -03 Stee J Job l'.\ame:{/7¡q;AikW/Nt!.6 .ßvjlt/,¡..¡ CDrltr'octor PO#: abrication Ordered By: PEVjS€~ s~t£ PIAN fax #: . p.o. 80x 340 .1! Pélrk. MN 56387..Q340 Additional Material R~que.ste.d: ~75 Prng:'ess Road d- cæ I, Ptfc )( q _J 0 Jaite Park. MN 58387 :Jhone: 320-251-8583 Fax: 320-251-8423 _~Oß ~nh'~:+£ ~ - = . Ben"s JDb #: .=2. 3-ID3 . W.O. #: Cost of Change;Jþ 3~D 00 Ben's Contact Q ß 'Im ItJCj(}d€~ . \ CDntroctorp\ease complete this se.ction: Location of AdditiDnal Material Needèq: - CDntr~c;tor ge:Y\erated form require.d to. bill? . Ye.s~ No_ Authorìz~d By: . Date; . ,Please ReTurn b Fax to Ben's @ FaX' # 320- 251- 8423 _ (Fabrication will net begin without this signed form) . he¡ -r~ 'rnpnBul pa~e No. r,. ,_~ !.' of [ 1m - ," ., " [S..- " ; - . , . METRO PLUMBING & HEATING, IN~ŒD 1 1. "'~";" 545 8TH AVE NE U1 i ~ oj f " . . PO BOX 698 I I f'r'P' ST. JOSEPH, MN 56374 ; (320) 363-7761 · FAX (320) 363-7762 . .~;'-;'~-;-:-,--:-::--:'-:. SHllhNb'_- ~ .J;,-_ .-"., :', PRoposALSUBMITT~'{fngobee Builders PHo~2-1300 - DATE 4-9-03 STREET . JOB NAME 1642 75th Ave South St. Joseph Maintenance Building CITY. STATE AND ZIPSC~DE C 1 JOB lQ«ATION ~. oud~ MN 56301 ~t. Joseph~ MN ARCHITECT DArE OF PLANS JOB PHONE ATTN: Jeff I We hereby submit specifications and estimates for: Plumbing Change Order I I Work Shop Area I I-Give Credit for removal of jackel sewage tank and hydromatic #SP40A lift pump and level arm Deduct $620.00 I Original Plumbing Contract $13,989.00 Total Credit's $ 620.00 New Plumbing Contract $13~369.00 I I me 1Irøpøør hereby to furnish material and labor - complete in accordance with above specifications. for the sum of: dollars ($ ) . Payment to be made as follows:. . Progresslve ---- Balance Upon Completlon I AU material is guaranteed to be as specified. No materials accepted for return without our permission. An dIscrepancies must be reported within 10 days of closing. We wiD not be . held liable for damage to arr¡ pIbg. or hIg. materials installed by us but not purchased from Srgnatu I us, An work to be completed in a workmannke manner according to standard practices. Any 'I alteration or deviation from above specifications involving extra costs will be executed only . upon. written OrdelS. and win become an extra charge over and above the estimate. All. Note: ~IS proposall'(1~ ~ . 9 0 agreements contingent upon strikes, accidents or delays beyond our control. Owner to carry withdrawn by us if not accepted within dayS. lire. tornado and other necessary insurance. Our workers are fully covered by Workmen's pensation Insurance. Reasonable collection and attorney fees will be assessed to all nts placed for collection. Atrtptanrt øf Jrøpø.øal- The above prices. specifi~ations . and conditions are satisfactory and are hereby accepted. . You are author:zed Signature to do the work as specified. Payment will be made as outlined above. Signature Date of Acceptance: ,,..---- [ ~,. : !~~£:..~ AUGUSTa ELECTRIC, INC. ~ff-·~~'·_- - ~~~}r" / t;¡..::~..: _ ~~ ;.---.-, .: ~:'S:' .. '/ '. 1663 CO. RD. 146 CLE A R\\;' A TER. MN 55320 (Phone) 320-558-2238 (Fa~) 320-558-4568 To: Shingobee Builders, Inc. Attn' Jeff Date: Apf1!9,2003 Re: St. Joseph Maintenance Building New Site Location Pricing requests as follows: - Price for power companies additi"Jr1.d charges for primary ~ single phase to the new site, ,;oncrete pad provided is: - Price to install a 3-phase 120.'2(J8V pane! !nstead of the . ;;ingIe-phase quoted iT! the base .tud ,..; Added cost $882.00 Concrete pad $450.00 Total Add $1,332.00 - -\dditional power com pan)· ctl<tr gt'" ti" priI:1ary 3-phase to the new site; concrete pad not pn ~vtded is $1,925.00 Note: There is also an addltion,.i monthly charge of $1 O/month 011 rht' e1el..'tl i.\.. bill. Thanks, Don Schmidt . 0& '[ . d 8S';v-8SS (02EI .. .,. . . ~~='~I3 e"¡sn~nl:j e EO : 0 t EO 60 .Jdl:j AL TERNA TES ST. JOSEPH MAINTENANCE BUILDING REVISED SITE II . CODE ALTERNATE#1 QUANTITY RATE MATERIAL QUANTITY . RATE LABOR II SUB TOTAL 2200 CLASS 2 AT MAINTENANCE 1 LS - I··-~~ :~b .__ n~,4.5-º- "__ _ _______ ___ n_ ___~ .- ..u~__~ ... ____ ____ YARD ._u___ _ ___. -- u' , - . .--------- --.. -------- __ ou __~___~ SUBTOTALS - - __.. ?1~i5-º- _.__ 21,450. --------------.. ... -------~- ----~-_.- -.-._---- -----_._~-- --------------------- ------_.~- --~- 10.0% Overhead & Profit 2.145 _._------------_._._--~-~- ---,..~,._------~----- ------"----.---- ---~--- -----.------ -..----'---'- 2.5% Bond 590 ALT. #1 TOTAL 24,185 CODE ALTERNATE #2 QUANTITY RATE MATERIAL II QUANTITY RATE LABOR II SUB TOTAL . J-ª30.llð'3.B WIR~AROI,L~f~toJ.91 r-~'-.!..~_....-n.-u.c --: .-/l--.-c------ __u_·,,·~_,~--II---,...6?~1 652 --~-~- SUBTOTALS - - 652 652 - ----------._._._---,--~------_._----~ __. ________________ _____________ __u_______ __ ____.________u_______ ___ __....___... _ ___.__ ruu_'" .----_ '___0 __._ ___ 10.0% Overhead & Profit 65 ---_.-----~----.- ----------~------~-----~--- ----------- -~------ -- -. ----------- ------ r' ---- .,..,.- -,--,,-.-- 2.5% Bond 18 ALT. #2 TOTAL 735 CODE ALTERNATE#3 QUANTITY RATE MATERIAL II QUANTITY RATE LABOR II SUB TOTAL 2830 SLAT SCREENING AT FENCE I 1 LS - II - I~~I 3.768 - - - SUBTOTALS - ~, - 3.768 3,768 -_.~ 10.0% 'Overhead & Profit 377 2.5% Bond -.. 104 ALT. #3 TOTAL 4,249 . . (; 7 4/29/03 9:34 AM ·..·0 . .... -' .._ -._._.. ", co; PRQO\JCT 215 NEI!G ft_. a-, ¥A 01471_ To OIdor!'l4ONE 'IOU.. FIIEE U¡I)-m«ISO JERRY BAG~E~~~~~: TRUCKING JOB ESTIMATE . ST. JOSEPH. MN 56374 PHONE I DATE (612) 363-8766 4-22-03 ..JC)g NAME/LOCA.nON TO Shingobee Builders. Inc. St. Joseph Mûint. B~dg. 1642 75th Ave. So. St. Joseph, MN 56374 St. C10ud, MN 56301 JOB DESCRIPTION: Cost For C~ass 2. ------..-. -- .-.... ..-......-- _h_h ......_ __."... m .._............._._..__ .....__.. .m_... .......-_........_._.._...____.... ....._.........___......._ .. '"'_hhh_. . _ _.._..............__._._h__......___._.....___...__._ .. n.,_. ___._.. ,.._._ ....._m.......__..__...._......._..'. ~"_ "n" '___'0._ ............ ...m...__ .... ...._._......._ _ _ ._. _.m > ... ..... '_h' .-_ .......·.·_..·.·.·..·...·__h_._. ..____ __......_....................... ..._........~_._. .m....~.._.~..__.._...__...__..___..._....~_....n_.... ..m ..__.__., ..... ..._H..._...._..._ . ... ___.... .... ...._....... ... hh. . ...._ .. _......_..._.......__m...... .._._.._ .._ . .__. .._. ._...._ . .'......... . ....__.. ... _. ..._. ...... .......'.n....çJ,ª.t=I_~..:L_g.9.:r.:. 2~º. ·__~.._:?_ºº..'..~·.·....Tll:1.:.~Jsu'. ,._~_.ºº .~.~ac:'l.f:'......~ ...~}??,:..ºº ...,.....!?,?()O :.2,C?... ....... . .--....... .~~y.,ª,1,:I" !lg..ºf..~.,..ç.!-.ª.~~__,;?. . ". ............'n u..,......, '.... 'T'" _'. ........ ..... _...~,g() ()..::. 00 . ."'" Contractors 10% 1,950.00 -_.. .-- ..' H..·. ....... ..... h. -. ... ..._._. _m__¥-_....·.·._·_, .... .._..... '.__._._......-............ .._._._...__,....._._. . ....._........ .. .__._.__. ......_..H-... .n ._. .__.... .. ..._'. ._...-H_.-.....". .. h... . ........... .. . ..... ._._. .... ...... ..... . .... H'-'" _ .._...... ._. .H......... '_h_'.'__h ..... ._..H-..... . "-'.-.-.'. .-...... -"-"--'.. .. .............- .... ....---...-.. .-. -.....¥........... . ._....... . .._ ·m_..__.. ._.._~.. ...__._. ._.. ...__w._'_', .......... .__..._ .... ., .__...._. .__ . _.. ._.__. ...... . ..._.._.... . .__.. ..._ ..... ._._........... ....._._ . ._. . ... . .. ....... ._ ..._....... . ....-_..-.-._......-, . ..'.-- .-.-'. ..... '..-.. ..- .. '_h. . .... .-. "__'.' .._ ..-...... .____ .._m_ .... '.__".'_"_'. ........ ._.. .._..... ._.. .._......... . ___._....... __._. ._ _. ......-.... ._............_..-. ..._ ..,.. _. ._.... _.._. ._.. ._........... .. ._._... ...._.... __ ....... ... ......-.-m .. '.'.. ....... ........ '.'.""'. _"..~....,... .. _,..~_......'.,...'_........-~.........:...... . ..,................ . ,'.'~"."" .. ....... .. "....... ... .'.'.'.'.'. ,'" ....., .... ., . " ...... . .,..."U . .' ........ . . . --. . --....--..-. .... ....-. --.... ..... .__HT·-..·._u.. - '_'. ._.. . ..._...._......-._... ._._..... . .__.__ .... ..___.-H...... ._._...___.. ._. . ..... .._.. ._... ......... _ h m... . ..._._........ . . .H_.·_....... . .' ,,__ . .. . . ....... _h_. __ _H·.·.·.'· -.---. ... .._. . ....._. ._.___..-.-.....-.. .. _ . ._m.u. . .__. ....... W........' . ._._ "'T' _---. ....... ._.__ n___. .. H-' .... .. ... .......... .... ........ . ._._........, ._.._.._ ... _.._-.. P' -...... .-... ..~-.-. '.. .. -..... . - ....,. '.____H__._T.. n..... ._..__.....n .___.. ..._. _ ._.........._.. .__. ..._. ___._. ._ _n'''_nT_' . ._.._.__....._.._.. .... ........ .... . . . .__ . ..... ._.._...... '. ..... .. . ... "_'n .. m...._... ....... ._. ....-. -. .-. .-..-..-.....-..-... ...-.-".. . .. ._-...-.-.... ....-.,.. ·_'_m.___ ._._._. ,...·_H_-. ............ ...____._._. .___. ._. ._...... .___..-. '._ . .. ._.___ .. . ._._._.......'_. '. ..n-' ....... .. .T..·. ... ...n .._._.... ._... ...' .. .. . _. ._._......._.. ..' > -..... .-...... . '_'_._.__m.. .. ..,-~-.-. ....... -. '_Um ''','·HH-.·' ... ....... ....... _.._.. .............-H_-..... ......__._._....... .. . ...........-.-.. ........___...___.. . .___...._._.___...._. . ___ n._ . ._-. _..-... .. .._.___..____. .. .. ._.-.-......-. . . .. m ..........-._. m.. ......___. .. ..._....'..... . .' ..--... .. ......-. ... .....-.. ...._..-.-.. . .-,.. . ._h"·· .-.-_........... ._._._._....___..._._.._....._...--.-. n ...... ...._.... ._. . ....._.._-.-.. .__........... ._. . _. __,.-...... . _. ...__. ._.... ..._...-.... . ....__._._.... . ._. ... _oO.. .... __. .. ,_,_. ... .._.......... '_'_'_'__h._._..__.. .... ._. ..........-.-. . .-...._. ....-... .--..... -.-..... . .·.·H·.·.·.·.._... . .-....... ..__._. .. .............._...... ._ __ n. .. . . ._.__........' .. . ._._ ...._____. .. .-_~.. 'T" ....... ._..__. ._.. ... ._.__.-.. ...... .... . . . _. .._.. .... ...._. .._...... .._.._-._,,, ..._. _. . _.... . ........ ¥_. ._.. .. .-.... ... -- .. ...-. . .-.--.... "--.-... ...__._._.·.·._..·._..n. ..-....... .._....... ._'.'-" ..... ._._. .___..' ....._.. . _ ...... 'm_... _.. _... ......... ._..... . ... ..._. .'.._.. .__...-r....... . '_"-.'. '.'-'-"" -. . . .-.. .-....--.-....- ... '. -... .--.. --. --... .. .-.. .-...'......-.-.-.. -.... ..·_H.·.. ..... ._. .__. ._...__...... . ...... '-'-'.' ..__...._. ___.... . - .---- "'-'-.-. -. .. . .-.-..... ..... . -.. .-.-..--...... ..... ...... .-- ....".... .-... . .~-.. ....-.. . . - '- --- P" .-_ ...-. .. ..._._. .._.. - .. . _.... .. . u._ . 'm. . .. "__-.' .. --.-.-.... .... '-.. ..-. .---..--.... ..-.. . . '... . ......---... .-. --'" ..'.- .. .-.' -.-.--.-.-___. .. ._._._.__h._ _.. .. ._._... _ ..... '._.'_' . .... . _._.. '.._.. ._.. .. ... __n_" '__...' THIS ESTIMATE IS FOR COMPLETlNG THE JOB AS DESCRIBED ABOvE. ESTIMATED IT IS BASED ON OUR EVALUATION AND DOES NOT INCLUDE MATERIAL JOB COST PRICE INCREASES OR ADDITIONAL LABOR AND MATERIALS WHICH ey BE R.EOUIRED SHOULD UNFORSEEN PROBLEMS OR ADVERSE ESTIMATED ATHER CONDITIONS ARISE AFTER. THE WORK HAS STARTED BY P.... RECYCLED PAPER: '<..Y::I Contðnt9: 40-"'- Pre-Cons.umer.. 10% Post---Corrwnwr 6B ~'bID (ENTURYFENCE ~ 14839 LAKE DR., P.O. BOX 277 FOREST LAKE, MN 55026-0277 (861) 464-7373 COMPANY NA TJONWIDE (800) 328-9558 FAX (561) -tN-1377 SINCE WR ~ MARt< OF ~E"'MANENCE e IL 1.2003 SHINGOBEE BUILDERS, INC. SHIP TO; MAINTENANCE BUILDING SAl TO; 1M2-15TH. AVE. SOUTH ST. JOSEPH, MN. ST, ClOUD, MN. 56301 ATTN:JEFF ~.f·¡¡I:::¡·~~~¡;:::!::::~~~¡:¡¡¡:':·:::::·:.1#1::¡1:::·¡::8::¡::::,:::·::::·'!::'!:::::!!:,,::, ÆNCE OVERAlL STVl.E PALISADE HEIGHT f!&7' UNE POSTS 2 112" SPACING 8' SET DRIVE FABRIC 9-2 SELVAGE K8 COATING GAlV. GATE FRAME 2112" TOP RAIl 1 518· MIDDLE BOTTOM WILL FURNISH AND INSTALL695 IF. OF 6' HIGH CHAIN LINK FENCE COMPlETE WITH TOP RAIL ALL LINE POSTS WILL BE SPACED 8' ON CENTER TO PRE- VENT WIND LOADING FOR POSSIBLE SLAT SCREENING. . INCLUDES 1 EA 25' WIDE CANTILEVER SLIDE GATE. lOT P~ICE - $ 7,110.00 IF STRANDS OF BARB WIRE ARE REQUIRED - ADD $ 652.00 IF SLAT SCREENING IS REQUIRED FURNISHED & INSTAlLED - ADD $ 3,768.00 NOTE: We reserve the right to .. A signed proposal is requlNKI to revlae this quotation If begin work on this projøcL - not accepted within 30 days. i'aii!:~~_;-".í1;E41*Eili.:.: ·JVER'S SIGNATIJRE ;;;;~ön-ií& . lEE P. AAœR5ON. SALES REPRESENTA "'.TE: CENTURY FENCE COMPANY 69 . . . 7D , -&1/ ~ r¡) 0\.\ 1997 Edition -Electronic Format . AlA Document A 101-1997 . Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED· SUM AGREEMENT made as of the Sixteenth day of October in the year of Two Thousand and Two THIS DOCUMENT HAS IMPORTANT LEGAL (In words, indicate day, month and year) CONSE~UENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH BETWEEN the Owner: RESPECT TO ITS COMPLETION OR (Name, address and other information) MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALL Y DRAFTED AlA City of St. Joseph DOCUMENT MA Y BE MADE BY USING AlA P.O. Box 668 DOCUMENT 0401. 25 College Avenue North AlA Document AlOI-7997, General St. Joseph. Minnesota 56374 Conditions of the Contract for and the Contractor: Construction, is adopted in this document (N3D1e, address and other information) by reference. Do not use with other Shingobee Builders. Inc. general conditions unless this document is 1642 75th Avenue South modified. St. Cloud. Minnesota 56301 This document has been approved and endorsed by The Associated General The Project is: Contractors of America. (N3D1e and location) Maintenance Building City of St.Joseph St. Joseph. Minnesota The Architect is: The Design Team Coordinator is: .ame, address and other infonnaûon} ole Group Architects Outsource Management Services 216 Park Avenue South. Suite 102 841 2nd Avenue South St. Cloud, Minnesota 56301 Waite Park. Minnesota 56387 The Owner and Contractor agree as follows. ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, I!!!!!!' Suppl,m,nt'")' 'nd òth" Conditiom), Drewing', Specific,ûons, Add'nda ~,",d prio, to 1.1 execution of this Agreement, other documents listed in this Agreement and Modifications ~. . issued after execution of this Agreement; these form the Contract, and are as fully a part of the .... .. C01!tract ~ if attached to this Agreement or reReated herein. The Contra~t represe~t~ the ~";'.r.....'-'':: entIre and mtegrated agreement between the partIes hereto and supersedes pnor negotiatIOns, _ representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 8. ©1997 AIA@ AlA DOCUMENT A101-1997 ARTICLE 2 THE WORK OF THIS CONTRACT OWNER-CONTRACTOR AGREEMENT The Contractor shall fully execute the Work described in the Contract Documents, except to . . f h' h . fi II·' d' d' h C D b h 'bill f· h The American Institute 0 Arc Itects t e extent specI ca y ill Icate ill t e ontract ocuments to e t e responSI ty 0 ot ers. 1735 N Y k A N W ew or venue, . . ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION Washington, D.C. 20006-5292 © 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, © 1997 by The American Institute ot Architects. Reproduction of the material herein or substantial quotation of its provisions without written .miSSion of the AlA violates the copyright laws of the United States and will subject the violator to legal secution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to al prosecution. This document was electronically produced with permission of the AlA and can be repmduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a101 -- 10125/2002. AlA License Number 1107100, which expires on 10/31/2003. 1 Jt! -" 3.'1 The date of commencement of the Work shall be the date of this Agreement unless a . different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement /fit differs ¡¡-om the date of this Agreement or, if applicable, state that the date wjfl . be fixed in a notice to proceed.) Spring 2003 If,. ~ 4e -the commencement -ttf -the -Weffi.; 4e -Gwfief requires -#me 4e -file mortgages,- mechanic's liens and other security iHter-csts, the G'.mer' s time· requirement shall be as follows: THIS DOCUMENT HAS IMPORTANT LEGAL 3.2 The Contract Time shall be measured from the date of commencement. CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later MODIFICATION. AUTHENTICATION OF THIS than ninety-five (95) days from the date of commencement, or as follows: ELECTRONICALLY DRAFTED AlA (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of DOCUMENT MA Y BE MADE BY USING AlA commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial DOCUMENT D401. Completion of certain portions of the Work.) . AlA Document AlOT-T997, General Conditions of the Contract for , subject to adjustments of this Contract Time as provided in the Contract Documents. Construdion, is adopted in this document (Insert provis~ons, if any, for liquidated damages relaÛflg to failure to complete on time or for bonus payments for by reference. Do not use with other early complelIon of the Work.) general conditions unless this document is modified. ARTICLE 4 CONTRACT SUM This document has been approved and endorsed by The Associated General 4.1 The Owner shall· pay the Contractor the Contract Sum in current funds for the Contractors of America. Contractor's performance of the Contract. The Contract Sum shall be Three Hundred Eighty One Thousand Seven Hundred Fifty & 00/100 Dollars ($ 381,750.00 ), subject to additions and deductions as provided in the Contract Documents. 4.2 The Contract Sum is based upon the following alternates, if any, which are described . in the.Contraet Documents and are hereby accepted by the Owner: . (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires) N/A 4.3 Unit prices, ifany, are as follows: N/A ARTICLE 5 PAYMENTS - 5.1 PROGRESS PAYMENTS II 5.1.1 Based upon Applications for Payment submitted to the Architect by the Cóntractor . and Certificates for Payment issued by the Architect, the Owner shall make progress payments "'~.J: .. on account of the Contract Sum to the Contractor as provided below and elsewhere in the ~... _ ..: Contrad Documents. -=- 5.1.2 The period covered by each Application for Payment shall be one calendar month 01997 AlAI!) ending on the last day of the month, or as follows: AlA DOCUMENT A1Ol-1997 OWNER-CONTRACTOR AGREEMENT 5.1.3 Provided that an Application for Payment is received by the Architect not later than The American Institute of Architects h .. h . h h 1735 New York Avenue N.W. t e thlrtlet day of a month, the Owner shall make payment to t e Contractor not later t an W h' t DC 2CJ006-5292 h h" h . ~" . f· d h as Ing on, . . t e t lrtlet day of the 0 OWing month. I an Application for Payment is receive by t e Architect after the application date fixed above, payment shall be made by the Owner not later © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, © 1997 by The American Instltuteot Architects. Reproduction of the material herein or substantial quotation of its provisions without written .mission of the AlA violates the copyright laws of the United States and will· subject the violator to legal secution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to al prosecution. This document was electronically produced with permission of the AlA and can be· reproduced in accordance with your lice.nse without violation until the date of expiration as noted below. User Document: 97a101 -- 10/25/2002. AlA License Number 1107100, which expires on 10131/2003. 2 1)' th~n thirty days.after the Architect receives the Application for Payment. ·5.1.4 . Each Application for Payment·shall be based on the most recent schedule of values . submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions ofthe Work. and ffie schedule -ef ~ -sftftH be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. 5.1.5 Applications for Payment shall indicate the percentage of completion of each portion THIS DOCUMENT HAS IMPORT ANT LEGAL of the Work as of the end of the period covered by the Application for Payment. CONSEQUENCES. CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH . 6' . . .. RESPECT TO ITS COMPLETION OR 5.1. Subject to other prOVlSlons of the Contract Documents, the amount of each progress MODIFICATION. AUTHENTICATION OF THfS payment shall be computed as follows: ELECTRONICALL Y DRAFTED Á/A DOCUMENT MA Y BE MADE BY USING AlA .1 Take that portion of the Contract Sum properly allocable to completed Work as DOCUMENT D401. determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of AlA Document A201-1997, General values, less retainage of ten percent ( .1Q. %). Pending final determination of cost to Conditio~ of ~he Contra~t fo~ t the Owner of changes in the Work amounts not in dispute shall be included as Construction, IS adopted In ~hls documen 'd d' b h f' by reference. Do not use with other proVl e m Su paragrap 7.3.80 AlA Document .A20l-l997. general conditions unless this document is modified. .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the comþleted This document has been approved and construction (or, if approved in advance by the Owner, suitably stored off the site at a endorsed by The Associated General location agreed upon in writing), less retainage of percent ( %); Contractors of America. .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Paragraph 9.5 of AlA Document .A2Ol-1997. .. 5.1.7 The progress payment amount determined in accordance with Subparagraph 5.1.6 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum suffiCient to increase the total payments to one hundred percent (100%) Hie-full amount-ofthe Contract Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to Slich work and unsettled claims; &ftà.. (Subparagraph !J.8.5 of AlA Document A2oJ-l.9.97 requires release of applicable relainage upon Substantial Completion of Work with consent ofsuiety, if any.) - .2 Add, if fin'" <ompletion of the Work ¡, thereafter materially delayed through no fault II of the Contractor, any additional amounts payable in accordance with Subparagraph ~ . 9.10.3 of AlA Document .A20l-l997. ~ ..., .. ..... ,.... ..... . - .-. 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: N/A -= (/fit is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages inserted in Clauses 5.].6.] and 5.].6.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.) 101997 AIA@ AlA DOCUMENT A10l-1997 OWNER-CONTRACTOR AGREEMENT 5.1.9 Except with the Owner's prior approval, the Contractor shall not make advance The American Institute of Architects payments to suppliers for materials or equipment which have not been delivered and stored at 1735 New York Avenue, NW. the site. Washington, D.C. 20006-5292 5.2 FINAL PAYMENT © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, © 1997 by The American Institute ot Architects. Reproduction of the material herein or substantial quotation of its provisions without written .ermission of the AlA violates the copyright laws of the United States and will subject the violator to legal rosecution. W~RNING: Unlicensed photocopying violates US copyright laws and will subject the violator to . . egal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a101 -- 10/25/2002. AlA License Number 1107100, which expires on 10131/2003. 3 16 5:2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when: .1 the Contractor has fully performed the Contract except for the Contractor's . responsibility tocorrect non conforming Work as provided in Subparagraph U.2.2 of AlA Document A20l-l997, and to satisfy· other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. THIS DOCUMENT HAS IMPORTANT LEGAL 5.2.2 The Owner's finaL payment to the Contractor shall be made no later than 30 days after CONSEOUENCES. CONSULTATION WITH . ..., . . AN ATTORNEY ISENCOURAGED WITH the Issuance of the ArchItect s final Certificate for Payment, or as follows: RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION ot THIS ARTICLE 6 TERMINATION OR SUSPENSION ELECTRONICALL Y DRAFTED AlA 6.1 The Contract may be terminated by the Owner or the Contractor as provided in DOCUMENT MA Y BE MADE BY USING AlA Article 14 of AlA Document A.20l-l997. DOCUMENT 0401. 62 d· 'd d . . If· AlA Document Al01-1997, General . The Work may be suspen ed by the Owner as proY! e III ArtIC e 14 0 AlA Conditions of the Contract for Document A20l-1997. Construction, is adoptrKi in this document ARTICLE 7 MISCELLANEOUS PROVISIONS by reference. Do not use with other general conditions unless this document is 7.1 Where reference is 'made in this Agreement to a provision of AlA Document A.20l- modified. ,1997 or another Contract Document, the reference refers to that provision as amended or h' d h b ed nd supplemented by other provisions of the Contract Documents. T IS ocument as ee~ approv a endorsed by The Associated General 7.2 Payments due and unpaid under the Contract shall bear interest from the date Contractors of America. payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate oFinterest agreed upon, if any.) . Usury laws and requirements under the Federal Truth in Lending Act, similar state 8Jld local consumer credÜ laws and . other regulaÚons at the Owners and Contractors principal places of business, the locaÚon of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained wÍth respect to de1eûons or modifÏcations, . and also regarding requirements such as written disclosures or waivers.} 7.3 The Owner's representative is: (Na/!le, address and other information) 7.4 The Contractor's representative is: (Name, address and other information) Jeff Baggenstoss. Proiect Manager If Shingobee Builders, Inc. 1642 75th Avenue South St. Cloud, Minnesota 56301 '", ,M Phone: 320-202-1300 --..;V:. - ..:: Fax: 320-202-9192 .,.~--. - Email: ibaggenstoss@shingobee.com <01997 AIA@ 7.5 Neither the Owner's nor the Contractor's representative shall be changed without ten AlA DOCUMENT A101-1997 days written notice to the other party. OWNER-CONTRACTOR AGREEMENT 7.6 Other provisions: The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, © 1997 by The AmerICan Institute ot Architects. Reproduction of the material herein or substantial quotation of its provisions without written ti:rmissionof the AlA violates the copyright laws of the United States and will subject the violator to legal osecution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to gal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a101 -- 10/25/2002. AlA License Number 1107100, which expires on 1013112003. 4 11 ARTlèLE 8 ENUMERATION OF CONTRACT DOCUMENTS 8.1 The Contract Documents, except for Modifications issued after execution of this Àgreement, are enumerated as follows: . 8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AlA Document AlOl-l997. 8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AlA Document .A20l-l997. THIS DOCUMENT HAS IMPORTANT LEGAL 813 h d h d' . f h h' d' h CONSEQUENCES. CONSULTATION WITH . . T e Supplementary an ot er Con ¡tlOns 0 t e Contract are t ose contame m t e AN ATTORNEY IS ENCOURAGED WITH Project Manual dated (lindated~ ,and are as follows: RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS Document Title Pages ELECTRON/CALL Y DRAFTED AlA DOCUMENT MAYBE MADE BY USING AlA As listed in the Table of Contents in the Architect's Proiect Specifications. DOCUMENT 0401. 8.1.4 The Specifications are those contained in the Project Manual dated as in AlA Document A207-1997, General Subparagraph 8.1.3, and are as follows: Conditions of the Contract for (Either Jjst the SpedfÏcations here or refer to an exlUbit attached to thÍS Agreement.) Construction, is adopted in this document by reference. Do not use with other Section Title Pages general conditions unless this document is modified. As listed in the Table of Contents in the Architect's Project Specifications. This document has been approved and 8.1.5 . . endorsed by The Associated General The Drawmgs are as follows, and are dated August 26. 2002 unless a dIfferent date Contractors of America. is shown below: (Either list the Drawings here or refer to an exl1Íbit attached to thisAgreement.) Number Title Date A1.1 Site & Foundation Plan . A2.1 Floor Plan A3.1 Exterior Elevations A4.1 Wall Sections and Details 8.1.6 The Addenda, if any, are as follows: Number Date Pages 1 September 10. 2002 5 pages 2 September 11 . 2002 1 page - Portion' of Addenda relating to bidding requirements are not part of the Contrad Documents . unless the bidding requirements are also enumerated in this Article 8. \1 - . ...~ . 8.1.7 Other documents, if any, forming part ofthe Contract Documents are as follows: ~;".".:.F (List here any addiúonal documents that are intended to form part of the Contract Documents. AM Document .12OJ- _ J9!J7 provides that bidding requirements such as advertisement or invitation to bid, Instrucúons to Bidders, sample forms and the Contractors bid are not part oithe Contract Documents unless enumerated in this Agreement. They should be listed here only ifintended to bepart of the Contract Documents.) e1997 AIA@ NT· 10 1997 Rider 'A' - Hazardous Substances. Buried Tanks and Wells ~~~~~~~;RA~TO~ AGREEMENT This Agreement is entered into as of the day and year first written above and is executed in at The American Institute of Architects least three original copies, of which one is to be delivered to the Contractor, one to the 1735 New York Avenue, N.W. Architect for use in the administration of the Contract, and the remainder to the ~wner. Washington, D.C. 20006-5292 © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, © 1997 by The Amencan Institute ot Architects. Reproduction of the material herein or substantial quotation of its provisions without written .rmission of the AlA violates the copyright laws of the United States and will subject the violator to legal osecution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to gal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a101 - 1012512002. AlA License Number 1107100, which expires on 10131/2003. 5 78 ~~ ~g~ ONTRACTOR (Sign"=) OWNER (. fgnature) . . City ofSt. Joseph Shingobee Builders. Inc. Steven Schultz. Vice President M~r- (Printed e and title) (Printed name and ûtle) THIS DOCUMENT HAS IMPORT ANT LEGAL CONSEQUENCES. CONSULTATION WITH AN A TTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRON/CALL Y DRAFTED AlA DOCUMENT MA Y BE MADE BY USING AlA DOCUMENT 0401. AlA Document A201~1997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use. with other general conditions unless this document is modified. This document has been approved and endorsed by The Associated Generàl Contractors of America. . ,.. _. .- ...... . - ..... ......... - 101997 AIA@ AlA DOCUMENT A101-1997 OWNER-CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D,C. 20006-5292 © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, © 1997 by The Amencan Institute of Architects. Reproduction of the material· herein or substantial quotation of its provisions without written .rmission of the AlA violates the copyright laws of the United States and will subject the violator to legal osecution. WARNING: Unlicensed photocopying violates US copyright laws and will subject the violator to gal prosecution. This document was electronically produced with permission of the AlA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a101 -- 10125/2002. AlA License Number 1107100, which expires on 10131/2003. 6 1f RIDER 'A' . _ RIDER A to Agreement dated October 16, 2002, Between The City of St. Joseph (Owner), and Shingobee Builders, Inc. (General Contractor). 1. Hazardous Substances. Buried Tanks and Wells: Owner represents and warrants to Construction Manager that Owner has no knowledge of the existence on the Project site of any so-called "hazardous or toxic substances," buried tanks or wells as defIned and/or regulated by applicable federal,. state, local, or band laws or regulations. Should any such substances, tanks, or wells be encountered in the performance of the Work, Construction Manager shall immediately cease work and notify'Owner thereof. Owner shall promptly thereafter cause any such substances, tanks, or wells to be removed in accordance with all applicable laws. Construction Manager shall not be required to resume construction until such substances, tanks or wells have been so removed; and Owner shall provide Construction Manager with written evidence of compliance with applicable laws in the removal of such substances, tanks or wells as Construction Manager may reasonably request. If such substances, tanks or wells have not been removed as required herein within 30 days from the date of Construction Manager's notice to Owner, then Construction Manager may terminate this Contract by written notice to Owner and . recover from Owner the amounts provided in Article 10. Irrespective of whether or not this Contract shall have been so terminated by Construction Manager, Owner shall indemnify, defend and hold harmless Construction Manager and all of its employees and subcontractors from and against any and all liability, loss, cost and expense arisÍng by reason of the presence of such substances, tanks or wells on the Project site, except such as may result from the negligence of Construction Manager or its subcontractors. . 1 RIDER 'À' fÞ ~ ~ /~ ~ ~ ~ ß a ~ ~ Iii - ::E III 0( is ~" - .......... ............ '.'.."'" .......¡.;; ......... ....~...... """" .......... I- en w 1.11 - ..;':;,;,; ¡..: g a (I) ~. ~ a Ii ¡g ,;.;.:-:;. æ ~ :;) ffi ;.:.;.;.:. t- i _ _ = 0 ~ II( Q a:: .'..':: U ~ III IØ r-;:::::tt z .....o;,;a w CI ;:;:;:;:;: III - tn UJ ¡;::.:.;,j w 8 - ....... ........,. a. III l- 1i:::;I .... Z ::::.. en en 0 r.:::::::::! ~ :ê! i III !AI IE iii :;::;:::; Em"" Bill"" "'" ~~:.i:i;;;¡ ¡;;; I- :;) > tn ",.. ..... ...... 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