2. SR 05-14-2007 - Laserfiche WebLink

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ALTERNATE VERSION OF ARTICLES II AND III ARTICLE II LESSOR'S AGREEMENT TO CONSTRUCT BUILDING ON LAND AND REPRESENTATIONS AND WARRANTIES OF LESSEE AND LESSOR Section 2.01. Construction of the Building. (a) Lessor shall cause the preparation ofthe Plans in accordance with the general standards set forth in Exhibit B and in consultation with Lessee. The final Plans shall be approved in writing by both Lessor and Lessee, each of whose approval may not be umeasonably withheld or delayed. Lessor and Lessee each shall have the right, by notice to the other, to terminate this Lease if the Plans have not been approved in writing by both Lessor and Lessee on or before December 31, 2007. In the event of such tennination, neither Lessor nor Lessee shall have any further rights or obligations under this Lease, except that Lessee shall reimburse Lessor for one-third of the out-of-pocket costs in connection with this Lease and the Project incurred by Lessor and the City through the date of Lessor's receipt of the notice of termination. Lessee shall pay such costs to Lessor within 30 days after receipt of written demand therefor and reasonable evidence of the costs incurred. (b) Within 30 days after receipt by Lessor (or by the City on behalf of Lessor) of the final construction bids for the Building, Lessor shall provide notice to Lessee of the aggregate construction cost for the Building and an estimate of total Project Costs, including a summary of bids received (the "Cost Notice"). If Lessee detennines that construction of the Building is not financially feasible based on the Cost Notice, Lessee may terminate this Lease by delivering to Lessor notice of termination no later than 15 days after Lessee's receipt ofthe Cost Notice. After Lessor's receipt of a timely notice of termination, neither party shall have any further rights or obligations under this Lease, except that Lessee shall reimburse Lessor for one-third of the out- of-pocket costs in connection with this Lease and the Project incurred by Lessor and the City through the date of Lessor's receipt of the notice of termination. Lessee shall pay such costs to Lessor within 30 days after receipt of demand therefor and reasonable evidence of the costs incurred. (c) Lessor will finance Project Costs from proceeds of the Bonds, except to the extent provided otherwise in ]3aragraphsnara!!ranh (g) aRe! (h) of this Section. Lessor will issue the Bonds at a time determined in its discretion, but in any event in such a fashion as to make proceeds available to payor reimburse Project Costs in accordance with the timeframe described in this Article. The Bonds will have a final maturity of at least twenty-five (25) years after the date of issue. Lessor's obligation to issue the Bonds is subject to (i) compliance with all terms and conditions of Minnesota Statutes, Section 469.102, including without limitation consent by the City Council and adoption of an ordinance pledging the City's full faith and credit to the Bonds; (ii) receipt by Lessor of an Opinion of Counsel, in a form satisfactory to Bond Counsel, given by counsel to Lessee with experience in the law of 501(c)(3) Organizations, regarding Lessee's status as a 501(c)(3) Organization, Lessee's representations and warranties under Section 2.03 hereof, and other matters related to issuance of the Bonds as qualified 501(c)(3) bonds as defined in Section 145 of the Code; and (iii) execution by Lessor of a tax-exemption agreement between Lessor and Lessee in a form acceptable to Bond Counsel (the "Tax Exemption Agreement"), under which Lessor agrees to covenants reasonably required in order to issue the Bonds are qualified 501(c)(3) Bonds as defined in Section 145 of the Code, including without limitation rebate of any arbitrage earned with respect to the Bonds if the Bonds are not exempt form rebate under the Code or regulations related thereto (subject to the terms of Section 3.02(c) hereof).