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<br />THIS GROUND LEASE, made as of this _ day of , 2007, by and between the
<br />CITY OF ELK RIVER, a statutory city and political subdivision of the State of Minnesota (the "City"), as
<br />lessor and the ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER, a public
<br />body corporate and politic and political subdivision of the State of Minnesota (together with its successors
<br />and assigns as lessee hereunder, the "Authority"), as lessee.
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<br />WITNESSETH:
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<br />In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
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<br />ARTICLE I
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<br />Demise Of Site And Warranties
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<br />Section 1.01. Demise. Subject to and upon the terms, conditions, covenants, and undertakings
<br />hereinafter set forth, the City hereby leases and permits the use to, and the Authority hereby leases from
<br />the City, the property described in Exhibit A attached hereto, located in Sherburne County, Minnesota
<br />(hereinafter called the "Site").
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<br />Section 1.02. Warranties. The City covenants and warrants to the Authority:
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<br />(I) That the City has good and merchantable title to the Site, has authority to enter into,
<br />execute, and deliver this Ground Lease, has duly authorized the execution and delivery of this Ground
<br />Lease and has duly executed and delivered this Ground Lease;
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<br />(2) That the Site is not subject to any dedication, easement, right-of-way, reservation in
<br />patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere
<br />with the construction of certain facilities (hereinafter called the "Facilities") on the Site, as contemplated
<br />by that certain Lease Agreement, dated as of , 2007, by and between the Authority and The
<br />Young Men's Christian Association of Metropolitan Minneapolis (hereinafter called the "Lease");
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<br />(3) That all taxes, assessments or impositions of any kind with respect to the Site, except
<br />current taxes, have been paid in full;
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<br />(4) That the Site is properly zoned for the purpose of the Facilities; and
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<br />Section 1.03. Environmental Covenant. To the best knowledge of the City, after due inquiry,
<br />(i) no dangerous, toxic or hazardous pollutants, contaminants, chemicals, waste, materials or substances,
<br />as defined in or governed by the provisions of any federal, state or local law, statute, code, ordinance,
<br />regulation, requirement or rule relating thereto (collectively, "Environmental Regulations"), and also
<br />including urea-formaldehyde, polychlorinated biphenyls, asbestos, asbestos containing materials, nuclear
<br />fuel or waste, radioactive materials, explosives, carcinogens, and petroleum products, or any other waste,
<br />material, substance, pollutant or contaminant which would subject the owner of the Site and the Facilities
<br />to any damages, penalties or liabilities under any applicable Environmental Regulation (collectively,
<br />"Hazardous Substances") are now or have been stored, located, generated, produced, processed, treated,
<br />transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or
<br />from the Site or the Facilities in violation of any Environmental Regulation; (ii) no threat exists of a
<br />discharge, release or emission of a Hazardous Substance upon or from the Site into the environment;
<br />(iii) the Site has not been used as or for a mine, a landfill, a dump or other disposal facility, an industrial
<br />or manufacturing facility, or a gasoline service station; (iv) no underground storage tank is located at the
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