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HomeMy WebLinkAboutResolution 6648• RESOLUTION'NO.6648 CITY OF MOUNDS VIEW COUNTY OF RAMSEY • STATE OF MINNESOTA APPROVING VARIOUS LEASES BETWEEN MEDTRONIC, INC. AND CLEAR CHANNEL OUTDOOR, INC., AND THE CITY OF MOUNDS VIEW AND CLEAR CHANNEL OUTDOOR, INC. FOR OUTDOOR ADVERTISING SIGNS LOCATED NORTH OF STATE HIGHWAY 10 IN THE CITY OF MOUNDS VIEW WHEREAS, the City of Mounds View is the owner of the real estate known as The Bridges of Mounds View Golf Course, and that the City has previously authorized Clear Channel to construct and maintain six billboards along State Highway 10 and I-35W; and WHEREAS, Clear Channel is the lessee and the City is the lessor pursuant to six leases, each of which is dated March 26, 2001 and each of which authorizes Clear Channel to construct and maintain a separate outdoor advertising sign on a portion of the golf course; and WHEREAS, the Bridges Golf Course is located within an economic development district (District No. 5) which was created by the EDA and approved by the City on August 22, 2005; and WHEREAS, on August 31, 2005 the EDA and Medtronic entered into a Purchase Agreement and Contract for Private Development ("Contract") under which the EDA has agreed to sell the golf course to Medtronic, and Medtronic has agreed to purchase the 72.2 acre golf course and to construct a major office, research and development facility if Clear Channel will agree to remove signs 2, 3, 4 and 5 from the golf course site; and WHEREAS, on August 31, 2005 the City and Clear Channel entered into an Acquisition and Relocation Agreement ("Agreement") under which Clear Channel agrees to remove the four signs, to seek approval for relocating one sign (Sign 7) on the former Sysco property and to maintain Signs 1 and 6; and WHEREAS, effective upon the transfer of the golf course property from the EDA to Medtronic, the existing sign leases for Signs 1 and 6 will be modified to reflect Medtronic as the lessor and Clear Channel as the lessee, with an assignment of all rents to the City, and Medtronic as the lessor and Clear Ghannel as the lessee for Signs 2, 3, 4 and 5, with all such leases consistent with the terms of the Contract and Agreement; and SJR-269112v3 MU205-30 WHEREAS, effective upon the transfer of the golf course property from the EDA to Medtronic, a lease will be entered into between the City as lessor and Clear Channel as lessee for Sign 7 on the former Sysco property. • NOW, THEREFORE BE IT RESOLVED, THAT the Mounds View City Council does hereby approve, effective upon the transfer of the golf course property from the EDA to Medtronic, leases between Medtronic and Clear Channel Outdoor, Inc. for Signs 1, 2, 3, 4, 5 and 6, and a lease between the City and Clear Channel Outdoor, Inc. for Sign 7 outdoor advertising signs located north of State Highway 10 in Mounds View with all signs in substantially the form as set forth in Exhibit A (Signs 1 and 6), in Exhibit B (Signs 2, 3, 4, and 5) and Exhibit C (Sign 7), all consistent with the terms and conditions of the Contract and Agreement. NOW THEREFORE BE IT RESOLVED, THAT the Mayor, City Clerk- Administrator, City staff and consultants are hereby authorized and directed to take any and all additional steps and actions necessary or convenient in order to accomplish the intent of this Resolution. Adopted this 3~d day of October 2005. j / ,` / '~ _~ Rob Marty, Mayor ~,../' ~- (ATTEST) Kurt Ulrich City Administrator ~~ SJR-26911.2v3 ML;205-~0 2 EXHIBIT A AMENDED AND RESTATED LEASE AGREEMENT THIS AMENDED AND RESTATED LEASE AGREEMENT (the "Amended and Restated Lease") is made and is effective this day of September, 2005 between MEDTRONIC, INC., a Minnesota corporation ("Medtronic") and Clear Channel Outdoor, Inc., f/k/a Eller Media Company ("Lessee"). RECITALS WHEREAS, the Lessee entered into that certain Lease Agreement and Installation of Billboard dated March 26~', 2001 (the "Original Lease") which allowed Lessee to construct and install an outdoor advertising structures including the necessary footings, support structures, power lines and billboard surface (the "Billboard") on real property (the "Property") located in the City of Mounds View (the "City"); WHERERAS, the exact location of the Billboard is depicted on Exhibit A, attached hereto and incorporated herein; and WHEREAS, the Original Lease included a proposal for the design and construction of the Billboard, including requirements that the Billboard include custom design elements and an earth tone rock face in the structure around the sign face (the "Proposal") which is attached hereto as Exhibit B and is incorporated herein by reference; and WHEREAS, the City is conveying the Property to Medtronic pursuant to the terms and conditions of that certain Purchase Agreement and Contract for Private Development dated as of August 31, 2005, by and between the City, the Mounds View Economic Development Authority and Medtronic (the "Development Agreement"); and WHEREAS, pursuant to the Development Agreement, the City and Lessee entered into that certain Acquisition and Relocation Agreement dated as of August 31, 2005 which contemplated the terms and conditions of this Amended and Restated Lease; and WHEREAS, the Lessee and Medtronic desire to amend and restate the Original Lease. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the parties hereto do mutually agree as set forth below: 1. Lease. Subject to al] rights by Medtronic and obligations of Lessee, Medtronic leases to Lessee and Lessee leases from Medtronic, the Property consisting of approximately a 1,900 square foot area. 2. Use of ProQerty. Lessee shall use the Property to install and maintain a Billboard, measuring no more than 48 feet in length/width and 14 feet in height, except for occasional, SJR-269112v3 ML120~-30 A-1 incidental extensions to the sign faces totaling no more than 200 square feet and which cause the Billboard to be no more than 19 feet 6 inches in height at the highest point, nor more than one foot extended from either side of the sign face, and for no other purpose. 3. Access to Billboard. Subject to the terms and conditions of this Amended and • Restated Lease, the Lessee shall enjoy the right of reasonable ingress and egress over the Property on the defined route which is depicted on Ezhibit C. This access is granted for the sole purpose of maintaining, servicing, operating, repairing, replacing and removing the Billboard. Lessee's access to the Billboard shall be limited to the hours of 5:00 a.m. to 6:00 p.m. on normal business days which shall be defined to mean Monday through Friday except those dates on which Medtronic's facility is closed due to holidays. Notwithstanding the foregoing, Lessee shall have access to the Billboard at any time in the event of storm damage or other acts of God. 4. Proposal. Lessee shall be required to abide by the terms and conditions of the Proposal except to the extent that the as that Proposal relates to rent paid or references items specific to golf course property or related products. • 5. Content Re ulation. The Billboard may be used to advertise any legal product to the extent provided and limited in the Proposal. Notwithstanding the foregoing, the Billboard may not be used to advertise any products of any company that could be reasonably deemed to be a competitor of Medtronic's cardiac rhythm management and related medical product businesses. The Billboard is not intended to, and shall not create a public forum. The Billboard may not create a nuisance or other hazard to public health or safety. 6. Billboard Design and Construction. The Billboard shall be maintained in substantially the same form in which it was designed and constructed, in accordance with the Proposal. In no event shall Lessee construct or operate a tri-vision sign or other multi-faced, moving sign without prior, written consent by Medtronic which may require renegotiation of such terms herein as Medtronic deems appropriate. 7. Illumination. Lessee may provide reasonable illumination of the Billboard, to the extent permitted by law, and may install and maintain the necessary lines, wires and cables. Lessee shall only illuminate the Billboard in compliance with and to the extent permitted by applicable laws, regulations or state agency directives. 8. Term and Renewal. This Amended and Restated Lease shall be retroactive to a lease term beginning on July 1, 2005. This Amended and Restated Lease shall terminate on September 30, 2035. This Amended and Restated Lease may only be extended by written agreement. 9. Rent. Lessee shall pay rent annually, in advance, on or before January 1St of each year in the following amounts (the "Rent''): Lease Years 1-10 $15,000 per year Lease Years 11-20 $20,000 per year Lease Years 21-30 $35,000 per year SJR-269112x3 MU205-30 A-2 10. Assignment of Rent. Lessee acknowledges and consents to the assignment of Rent from Medtronic to the City and Lessee agrees to make payments of Rent directly to City at the following address: • Ci of Mounds View ty 2401 Highway 10 Mounds View, Minnesota 55112 Attention: City Administrator 11. Maintenance of Property. Lessee shall at all times during the term of this Amended and Restated Lease keep its Billboard in good repair and maintain them in a clean and orderly condition. Lessee shall maintain the Property in a safe condition. Medtronic will keep the Property mowed and free from weeds. Lessee shall bear all the costs and expenses of installation, inspection and maintenance of the Billboard including any costs related to installation or relocation of electric services related to the Billboard or any other utility service subsequently provided. Lessee shall bear all the costs and expenses of modification to or repair or removal of the Billboard. Lessee agrees that Medtronic may require or cause illumination of the Billboard to be ceased temporarily if necessary to protect the public health and safety or if necessary in relation to repairs or maintenance on the Property. 9. Alteration of Billboard. Lessee may not modify or alter the construction of the Billboard without prior written approval of Medtronic. Such approval shall not be required for minor repairs which do not alter the size, shape or appearance of the Billboard. Any such work shall be done at the sole expense of Lessee and shall not interfere with Medtronic's use of the Property. 10. Loss and Damage. Lessee assumes and bears the risk of all loss and damage to the Billboard from any and every cause whatsoever, whether or not insured except for any damage sustained arising out of Medtronic's, its employees', or agents' intentional or willful acts. No loss or damage to the Billboard or any part thereof shall impair any obligation of Lessee under this Amended and Restated Lease and it shall continue in full force and effect, unless Lessee is unable to use the Properly as contemplated in this Amended and Restated Lease. 11. Limitation of Liability. In no event shall Medtronic be liable for special, incidental or consequential damages in relation to this Amended and Restated Lease or termination hereof, use of the Property or installation of the Billboard. 12. Compliance with Laws. Lessee agrees, at its own cost and expense, to comply with all governmental laws, ordinances, regulations, requirements and rules with respect to the siting, use, maintenance, inspection and operation of the Billboard. 13. Insurance and Indemnity. Lessee agrees to maintain at all times commercial general liability insurance insuring Lessee against liability for personal injury, death or damage to personal properly arising out of the use of the Property by Lessee, with combined single limits of not less that SJR-269ll 2v3 M1J205-30 A-3 $1,000,000.00. Medtronic and Lessee each indemnify the other against, and hold the other harn7less from, any and all costs (including reasonable attorney's fees and expenses) and claims, actions, damages, obligations, liabilities and liens which arise out of (a) the breach of this Amended and Restated Lease by the indemnifying party; or (b) the use and/or occupancy of the Property or Property by such indemnifying parry. This indemnity shall not apply to any claims, actions, damages, obligations, liabilities and liens arising from any willful or intentional act of the indemnified party and shall survive the termination of this Amended and Restated Lease. 14. Electric Service Fees and Taxes. Lessee agrees that, during the term of this Amended and Restated Lease, in addition to the rent, it will pay promptly alI electric service fees or charges, and any statutorily authorized taxes, assessments and other generally applicable government charges, if any, levied or assessed upon the interest of Lessee in the Billboard or upon its use or operation. 15. Title of Lessee: Return of Billboard. Title to the Billboard will at all times remain in Lessee. Upon expiration, termination or cancellation. of this Amended and Restated Lease as provided in paragraph 24, Lessee at its sole expense must remove the Billboard from the Property. 16. Assi ent. Lessee shall not sell, assign or transfer the rights granted to Lessee under this Amended and Restated Lease or any interest in it or enter into any sublease with respect to the Billboard or use of the Property without Medtronic's prior written approval. 17. Notices. All notices relating to this Amended and Restated Lease shall be mailed to Medtronic or Lessee at their respective address shown below or at any later address last known: As to Lessee: Clear Channel Outdoor, Inc. 3225 Spring Street Northeast Minneapolis, MN 55413 As to Medtronic: Medtronic, Inc. 8290 Coral Sea Street Mounds View, MN 55112 ATTN: 18. Applicable Law. This Amended and Restated Lease shall be governed by and construed under the laws of the State of Minnesota. 19. Entire Lease. It is understood that this Amended and Restated Lease contains all agreements, promises, and understandings between Medtronic and Lessee and that no verbal or oral agreements, promises, or understandings are binding upon either Medtronic or Lessee. Any addition, variation, or modification to this Amended and Restated Lease shall be void and ineffective unless it is in writing and signed by the parties. 20. Enforcement and Attorneys' Fees. In the event that either parry shall institute suit to enforce any rights under this Amended and Restated Lease the prevailing parry shall be entitled to SJR-269112v3 MU205-30 A-4 recover court costs and reasonable attorneys' fees. Upon appeal, the prevailing parry shall be entitled to recovery of court costs and reasonable attorneys' fees incurred as a result of such appeal. 21. Termination and Default. In addition to any other remedy available to Medtronic, Medtronic may terminate this Amended and Restated Lease if Lessee breaches any promise, covenant, or obligation set forth in this Amended and Restated Lease. Medtronic shall provide Lessee with wntten notice of the intent to terminate and Lessee shall have 30 days to cure any default. Except as expressly limited hereby, Medtronic and Lessee shall each have such remedies for default of the other party hereto as may be provided at law or equity allowing written notice of such default and failure to cure within 30 days. 22. Quiet Enjoyment. Lessee, upon paying the rent, shall peaceably and quietly have, hold and enjoy the Property subject to all pre-existing uses of the Property including operation of a golf course. Consistent with all pre-existing uses, Medtronic shall not cause or permit any use of the Property which interferes with or impairs the integrity or highway visibility of the Billboard structure. However, Medtronic shall have no liability arising out of use of the Property or any damage to the Billboard or other damage to Lessee in relation to Medtronic's use. 23. General Conditions. Lease of the Property is subject to all applicable property use restrictions, zoning requirements and approvals and other applicable governmental or regulatory approvals, permits, and conditions, including specifically local approvals, including, but not limited to, maintaining an interim use permit for the Billboard. 24. Cancellation. In the event lease of the Property for operation of Billboard or Lessee's use, operation, maintenance or repair of the Billboard on the Property is prevented by any law, regulation or governmental order, decree, or action taken by a governmental unit other than the City, either party may cancel this Amended and Restated Lease on ninety (90) days written notice to the other with no further obligation or liability. In no event shall Medtronic be liable to Lessee for any damages in relation to cancellation in accordance with this paragraph. 25. Memorandum of Lease. The parties to this Amended and Restated Lease Agreement agree to execute and record a Memorandum of Lease. The Memorandum of Lease shall describe the parties, the Property and the term of the Amended and Restated Lease and shall incorporate this Amended and Restated Lease by reference. 26. Counterparts. This Amended and Restated Agreement may. be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Remainder of page left intentionally blank. Signature page to follow) • SJR-269112v3 MU20S-30 A-5 IN WITNESS WHEREOF, the parties have caused this Lease to be executed by their S duly authorized ro er officers and their res ective co orate seals have been affixed. P p p rP MEDTRONIC, INC. By: • Acknowledged and agreed to on this SJR-26911.2v3 MU205-30 Its: CLEAR CHANNEL OUTDOOR, INC., f1k/a ELLER MEDIA COMPANY By: Its By: Its day of September 2005 CITY OF MOUNDS VIEW By: Its By: Its: A-6 STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of September, by the of Medtronic, Inc., a Mimesota corporation, on behalf of the corporation. Notary Public STATE OF NIINNESOTA ) SS. COUNTY OF ) The foregoing instnunent was acknowledged before me this day of September, 2005, by and the and respectively of Clear Channel Outdoor, Inc., fka Eller Media company, a corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of September, 2005, by and the and respectively of the City of Mounds View, a municipal corporation under the laws of the State of Minnesota, on behalf of such corporation. Notary Public r l~ SJR-269112v3 MU205-30 A-7 • EXHIBIT B AMENDED AND RESTATED LEASE AGREEMENT THIS AMENDED AND RESTATED LEASE AGREEMENT (the Amended and Restated Lease") is made and is effective this day of October, .2005 between MEDTRONIC, 1NC., a Minnesota corporation ("Medtronic") and Clear Channel Outdoor, Inc., f/k/a Eller Media Company ("Lessee"). RECITALS WHEREAS, the Lessee entered alto that certain Lease Agreement and Installation of Billboard dated March 26~', 2001 (the "Original Lease") which allowed Lessee to construct and install an outdoor advertising structures including the necessary footings, support structures, power lines and billboard surface (the "Billboard") on real property (the "Property") located in the City of Mounds View (the "City"); WHERERAS, the exact location of the Billboard is depicted on Exhibit A, attached hereto and incorporated herein; and WHEREAS, the Original Lease included a proposal for the design and construction of the Billboard, including requirements that the Billboard include custom design elements and an earth tone rock face in the structure around the sign face (the "Proposal") which is attached hereto as Exhibit B and is incorporated herein by reference; and WHEREAS, the City is conveying the Properly to Medtronic pursuant to the terms and conditions of that certain Purchase Agreement and Contract for Private Development dated as of August 31, 2005, by and between the City, the Mounds View Economic Development Authority and Medtronic (the "Development Agreement"); and WHEREAS, pursuant to the Development Agreement, the City and Lessee entered into that certain Acquisition and Relocation Agreement dated as of August 31, 2005 which contemplated the terms and conditions of this Amended and Restated Lease; and WHEREAS, the Lessee and Medtronic desire to amend and restate the Original Lease. • NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the parties hereto do mutually agree as set forth below: 12. Lease. Subject to all rights by Medtronic and obligations of Lessee, Medtronic leases to Lessee and Lessee leases from Medtronic, the Property consisting of approximately a 1,900 square foot area. S7R-269112v3 MU205-30 B-1 13. Use of Property. Lessee shall use the Property to install and maintain a Billboard, measuring no more than 48 feet in length/width and 14 feet in height, except for occasional, incidental extensions to the sign faces totaling no more than 200 square feet and which cause the Billboard to be no more than 19 feet 6 inches in height at the highest point, nor more than one foot extended from either side of the sign face, and for no other purpose. 14. Access to Billboard. Subject to the terms and conditions of this Amended and Restated Lease, the Lessee shall enjoy the right of reasonable ingress and egress over the Property on the defined route which is depicted on Ezhibit C. This access is granted for the sole purpose of maintaining, servicing, operating, repairing, replacing and removing the Billboard. Lessee's access to the Billboard shall be limited to the hours of 5:00 a.m. to 6:00 p.m. on normal business days which shall be defined to mean Monday through Friday except those dates on which Medtronic's facility is closed due to holidays. Notwithstanding the foregoing, Lessee shall have access to the Billboard at any time in the event of storm damage or other acts of God. 15. Proposal. Lessee shall be required to abide by the terms and conditions of the Proposal except to the extent that the as that Proposal relates to rent paid or references items specific to golf course property or related products. 16. Content Regulation. The Billboard may be used to advertise any legal product to the extent provided and limited in the Proposal. Notwithstanding the foregoing, the Billboard may not be used to advertise any products of any company that could be reasonably deemed to be a competitor of Medtronic's cardiac rhythm management and related medical product businesses. The Billboard is not intended to, and shall not create a public forum. The Billboard may not create a nulsance or other hazard to public health or safety. 17. Billboard Design and Construction.. The Billboard shall be maintained in substantially the same form in which it was designed and constructed, in accordance with the Proposal. In no event shall Lessee construct or operate a tri-vision sign or other multi-faced, moving sign without prior, written consent by Medtronic which may require renegotiation of such terms herein as Medtronic deems appropriate. 18. Illumination. Lessee may provide reasonable illumination of the Billboard, to the extent permitted by law, and may install and maintain the necessary lines, wires and cables. Lessee shall only illuminate the Billboard in compliance with and to the extent permitted by applicable laws, regulations or state agency directives. 19. Term and Renewal. This Amended and Restated Lease shall be retroactive to a lease term beginning on July 1, 2005. This Amended and Restated Lease shall terminate on March 31, 2006 [2007 for two billboards]. This Amended and Restated Lease may only be extended by written agreement. 20. Rent. No rent shall be due or owing by Lessee from the date of January 1, 2005 until the Removal Date, as hereinafter defined. SJR-269112v3 MI1205-30 B-2 21. Maintenance of Property. Lessee shall at all times during the term of this Amended and Restated Lease keep its Billboard in good repair and maintain them in a clean and orderly condition. Lessee shall maintain the Property in a safe condition. Medtronic will keep the Property mowed and free from weeds. Lessee shall. bear all the costs and expenses of installation, inspection and maintenance of the Billboard including any costs related to installation or relocation of electric services related to the Billboard or any other utility service subsequently provided. Lessee shall bear all the costs and expenses of modification to or repair or removal of the Billboard. Lessee agrees that Medtronic may require or cause illumination of the Billboard to be ceased temporarily if necessary to protect the public health and safety or if necessary in relation to repairs or maintenance on the Property. 22. Alteration of Billboard. Lessee may not modify or alter the construction of .the Billboard without prior written approval of Medtronic. Such approval shall not be required for minor repairs which do not alter the size, shape or appearance of the Billboard. Any such work shall be done at the sole expense of Lessee and shall not interfere with Medtronic's use of the Property. 23. Removal of Billboard. Lessee agrees to remove the Billboard no later than March 31, 2006 [2007 for two of the billboards] (the "Removal Date"). In the event that Lessee fails to remove the Billboard by the Removal Date, Medtronic, the City or the Mounds View Economic Development Authority ("EDA") may remove the Billboard and Lessee shall reimburse the City, the EDA or Medtronic for the cost of such removal within thirty (30) days following written notice to Lessee from the City, the EDA or Medtronic of the cost of such removal. 24. Loss and Dama;7e. Lessee assumes and bears the risk of all loss and damage to the Billboard from any and every cause whatsoever, whether or not insured except for any damage sustained arising out of Medtronic's, its employees', or agents' intentional or willful acts. No loss or damage to the Billboard or any part thereof shall impair any obligation of Lessee under this Amended and Restated Lease and it shall continue in full force and effect, unless Lessee is unable to use the Property as contemplated in this Amended and Restated Lease. 25. Limitation of Liability. In no event shall Medtronic be liable for special, incidental or consequential damages in relation to this Amended and Restated Lease or termination hereof, use of the Property or installation of the Billboard. 26. Compliance with Laws. Lessee agrees, at its own cost and expense, to comply with all governmental laws, ordinances, regulations, requirements and rules with respect to the siting, use, maintenance, inspection and operation of the Billboard. 27. Insurance and Indemnity. Lessee agrees to maintain at all times commercial general liability insurance insuring Lessee against liability for personal injury, death or damage to personal property arising out of the use of the Property by Lessee, with combined single limits of not less that $1,000,000.00. Medtronic and Lessee each indemnify the other against, and hold the other harmless from, any and all costs (including reasonable attorney's fees and expenses) and claims, actions, damages, obligations, liabilities and liens which arise out of (a) the breach of this Amended and Restated Lease by the indemnifying party; or (b) the use and/or occupancy of the Property or SJR-269112v3 MU2Q5-30 B-3 Property by such indemnifying party. This indemnity shall not apply to any claims, actions, damages, obligations, liabilities and liens arising from any willful or intentional act of the indemnified party and shall survive the termination of this Amended and Restated Lease. 28. Electric Service Fees and Taxes. Lessee agrees that, during the term of this Amended and Restated Lease, in addition to the rent, it will pay promptly all electric service fees or charges, and any statutorily authorized taxes, assessments and other generally applicable government charges, if any, levied or assessed upon the interest of Lessee in the Billboard or upon its use or operation. 29. Title of Lessee: Return of Billboard. Title to the Billboard will at all times remain in Lessee. Upon expiration, termination or cancellation of this Amended and Restated Lease as provided in paragraph 25, Lessee at its sole expense must remove the Billboard from the Property. 30. Assi nment. Lessee shall not sell, assign or transfer the rights granted to Lessee under this Amended and Restated Lease or any interest in it or enter into any sublease with respect to the Billboard or use of the Property without Medtronic's prior written approval. 31. Notices. All notices relating to this Amended and Restated Lease shall be mailed to Medtronic or Lessee at their respective address shown below or at any later address last known: As to Lessee: Clear Channel Outdoor, Inc. 3225 Spring Street Northeast Minneapolis, MN 55413 As to Medtronic: Medtronic, Inc. 8290 Coral Sea Street Mounds View, MN 55112 ATTN: 32. Applicable Law. This Amended and Restated Lease shall be governed by and construed under the laws of the State of Minnesota. 33. Entire Lease. It is understood that this Amended and Restated Lease contains aI1 agreements, promises, and understandings between Medtronic and Lessee and that no verbal or oral agreements, promises, or understandings are binding upon either Medtronic or Lessee. Any addition, variation, or modification to this Amended and Restated Lease shall be void and ineffective unless it is in writing and signed by the parties. 34. Enforcement and Attorneys' Fees. In the event that either parry shall institute suit to enforce any rights under this Amended and Restated Lease the prevailing parry shall be entitled to recover court costs and reasonable attorneys' fees. Upon appeal, the prevailing parry shall be entitled to recovery of court costs and reasonable attorneys' fees incurred as a result of such appeal. 35. Termination and Default. In addition to any other remedy available to Medtronic, Medtronic may terminate this Amended and Restated Lease if Lessee breaches any promise, SJR-26911.2v3 MLJ2U5-30 B-4 covenant; or obligation set forth in this Amended and Restated Lease. Medtronic shall provide • Lessee with written notice of the intent to terminate and Lessee shall have 30 days to cure any default. Except as expressly limited hereby, Medtronic and Lessee shall each have such remedies for default of the other party hereto as may be provided at law or equity allowing written notice of such default and failure to cure within 30 days. 36. Qu2et Enjoyment. Lessee, upon paying the rent, shall peaceably and quietly have, hold and enjoy the Property subject to all pre-existing uses of the Property including operation of a golf course. Consistent with all pre-existing uses, Medtronic shall not cause or permit any use of the Property which interferes with or impairs the integrity or highway visibility of the Billboard structure. However, Medtronic shall have no liability arising out of use of the Property or any damage to the Billboard or other damage to Lessee in relation to Medtronic's use. 37. General Conditions. Lease of the Property is subject to all applicable property use restrictions, zoning requirements and approvals and other applicable governmental or regulatory approvals, permits, and conditions,~including specifically local approvals, including, but not limited to, maintaining an interim use permit for the Billboard. 38. Cancellation. In the event lease of the Property for operation of Billboard or Lessee's use, operation, maintenance or repair of the Billboard on the Property is prevented by any Iaw, regulation or governmental order, decree, or action taken by a governmental unit other than the City, either party may cancel this Amended and Restated Lease on ninety (90) days written notice to the other with no further obligation or liability. In no event shall Medtronic be liable to Lessee for 39. Memorandum of Lease. The parties to this Amended and Restated Lease Agreement agree to execute and record a Memorandum of Lease. The Memorandum of Lease shall describe the parties, the Property and the term of the Amended and Restated Lease and shall incorporate this Amended and Restated Lease by reference. any damages in relation to cancellation in accordance with this paragraph. 40. Counterparts. This Amended and Restated Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Remainder of page left intentionally blank. Signature page to follow) • SJR-269112v3 MU205-30 B-5 IN WITNESS WHEREOF, the parties have caused this Lease to be executed by their • duly authorized proper officers and their respective corporate seals have been affixed. MEDTRONIC, INC. By: Its: CLEAR CF[ANNEL OUTDOOR, INC., f/k/a ELLER MEDIA COMPANY • By: Its . By: Its Acknowledged and agreed to on this day of October 2005 CITY OF MO S VIEW By: s : /n9~lerC B <~ ^ ~~ Y~ Its: C.>r ~'wriw~s~~/ • SJR-269112v3 MU205-30 B-6 • • STATE OF MINNESOTA ) SS. COUNTY OF } The foregoing instrument was acknowledged before me this day of October, 2005, by the of Medtronic, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public • SS. The foregoing instrument was acknowledged before me this day of October, 2005, by and the and respectively of Clear Channel Outdoor, Inc., fka Eller Media company, a corporation, on behalf of the corporation. Notary Public • STATE OF Iv~NNESOTA COUNTY OF STATE OF MINNESOTA ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of October, 2005, by and the and respectively of the City of Mounds View, a municipal corporation under the laws of the State of Minnesota, on behalf of such corporation. SJR-?69112v3 MU205-30 B-7 EXHIBIT C LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease") is made and is effective this day of September, 2005 between THE CITY OF MOUNDS VIEW, a municipal corporation ("Lessor") and Clear Channel Outdoor, Inc. ("Lessee"). RECITALS WHEREAS, the City owns property located in the City and adjacent to Highway 10 as described on E~h~ibit A which is attached and incorporated herein by reference (the "Property"); and WHEREAS, Lessee has proposed construction of an advertising structure including necessary footings, support structures, power lines, and billboard surface (the "Billboard") on the Property; and WHEREAS, Lessee has submitted a proposal for the design and construction of the Billboard, including requirements that the Billboard include custom design elements and rock face in the structure around the sign face (the "Proposal") which is attached hereto as Exhibit B and is incorporated herein by reference. ~ NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the parties hereto do mutually agree as set forth below: 1. Lease. Subject to all rights by the City and obligations of Lessee, the City leases to Lessee and Lessee leases from the City, the Property consisting of approximately a 1,900 square foot area. 2. Use of Property. Lessee shall use the Property to install and maintain a Billboard, measuring no more than 48 feet in length/width and 14 feet in height, except for occasional, incidental extensions to the sign faces totaling no more than 200 square feet and which cause the Billboard to be no more than 19 feet 6 inches in height at the highest point, nor more than one foot extended from either side of the sign face, and for no other purpose. __ __ 3. Access to Billboard. Subject to the terms and conditions of this Lease, the Lessee shall enjoy the right of reasonable ingress and egress over the Property or through the adjoining Sysco Property on the defined route which is depicted on Exhibit C. This access is granted for the sole purpose of maintaining, servicing; operating, repairing, replacing and removing the Billboard. Lessee's access to the Billboard shall be Limited to the hours of 5:00 a.m. to 6:00 p.m. on normal business days which shall be defined to mean Monday through Friday except those dates on which the City's facility is closed due to holidays. Notwithstanding the foregoing, Lessee shall have access to the Billboard at any time in the event of storm damage or other acts of God SJR-269112v3 MU205-30 C-1 4. Proposal. Lessee shall be required to abide by the terms and conditions of the Proposal except to the extent that the as that Proposal relates to rent paid or references items specific to golf course property or related products. 5. Content Regulation. The Billboard may be used to advertise any legal product to the extent provided and limited in the Proposal. Notwithstanding the foregoing, the Billboard may not be used to advertise any products of any company that could be reasonably deemed to be a competitor of Medtronic, Inc.'s cardiac rhythm management and related medical product businesses. The Billboard is not intended to, and shall not create a public foram. The Billboard may not create a nuisance or other hazard to public health or safety. 6. Billboard Desi~rl and Construction. The Billboard shall be maintained in substantially the same form in which it was designed and constructed, in accordance with the Proposal. In no event shall Lessee construct or operate a tri-vision sign or other multi-faced, moving sign without prior, written consent by the City which may require renegotiation of such terms herein as the City deems appropriate. 7. Illumination. Lessee may provide reasonable illumination of the Billboard, to the extent permitted by law, and may install and maintain the necessary Iines, wires and cables. Lessee shall only illuminate the Billboard in compliance with and to the extent permitted by applicable laws, regulations or state agency directives. 8. Term and Renewal. The term of this Lease shall be for thirty (30) years commencing on the first of the month following Lessee's substantial completion of the Billboard. 9. Rent. Lessee shall pay rent annually, in advance; on or before January 1St of each year in the following amounts (the "Rent''}: Lease Years 1-10 $15,000 per year Lease Years 11-20 $20,000 per year Lease Years 21-30 $35,000 per year 10. Maintenance of Property. Lessee shall at all times during the term of this Lease keep its Billboard in good repair and maintain them in a clean and orderly condition. Lessee shall maintain the Property in a safe condition. The City will keep the Property mowed and free from weeds. Lessee shall bear all the costs and expenses of installation, inspection and maintenance of the Billboard including any costs related to installation or relocation of electric services related to the Billboard or any other utility service subsequently provided. Lessee shall bear all the costs and expenses of modification to or repair or removal of the Billboard. Lessee agrees that the City may require or cause illumination of the Billboard to be ceased temporarily if necessary to protect the public health and safety or if necessary in relation to repairs or maintenance on the Property. 11. Alteration of Billboard. Lessee may not modif~~ or alter the construction of the Billboard without prior written approval of the City. Such approval shall not be required for minor repairs which do not alter the size, shape or appearance of the Billboard. An;~ such work shall be done at the sole expense of Lessee and shall not interfere with the City's use of the Property. SJR-269112v3 T4t_120~ •30 C-2 I2. Loss and Damage. Lessee assumes and bears the risk of a111oss and damage to the Billboard from any and every cause whatsoever, whether or not insured except for any damage sustained arising out of the City's, its employees', or agents' intentional or willful acts. No loss or damage to the Billboard or any part thereof shall impair any obligation of Lessee under this Lease and it shall continue in full force and effect, unless Lessee is unable to use the Property as contemplated in this Lease. 13. Limitation of Liability. In no event shall the City be liable for special, incidental or consequential damages in relation to this Lease or termination hereof, use of the Property or installation of the Billboard. 14. Compliance with Laws. Lessee agrees, at its own cost and expense, to comply v~~ith all governmental- laws, ordinances, regulations, requirements and rules with respect to the siting, use, maintenance, inspection and operation of the Billboard. 15. Insurance and Indemnity. Lessee agrees to maintain at all times commercial general liability insurance insuring Lessee against liability for personal injury, death or damage to personal property arising out of the use of the Property by Lessee, with combined single limits of not less that $1,000,000.00. The City and Lessee each indemnify the other against, and hold the other harmless from, any and all costs (including reasonable attorney's fees and expenses) and claims, actions, damages, obligations, liabilities and liens which arise out of (a) the breach of this Lease by the indemnifying party; or (b) the use and/or occupancy of the Property or Property by such indemnifying party. This indemnity shall not apply to any claims, actions, damages, obligations, liabilities and liens arising from any willful or intentional act of the indemnified party and shall survive the termination of this Lease. 16. Electric Service Fees and Taxes. Lessee agrees that, during the term of this Lease, in addition to the rent, it will pay promptly alI electric service fees or charges, and any statutorily authorized taxes, assessments and other generally applicable government charges, if any, levied or assessed upon the interest of Lessee in the Billboard or upon its use or operation. 17. Title of Lessee: Return of Billboard. Title to the Billboard will at all times remain in Lessee. Upon expiration, termination or cancellation of this Lease as provided in paragraph 24, Lessee at its sole expense must remove the Billboard from the Property. 18. Assign-ment. Lessee shall not sell, assign or transfer tl2e rights granted to Lessee under this Lease or any interest in it or enter into any sublease with respect to the Billboard or use of the Property without the City's prior written approval. 19. Notices. All notices relating to this Lease shall be mailed to the City or Lessee at their respective address shown below or at any later address last known: As to Lessee: Clear Channel Outdoor, Inc. 3225 Spring Street Northeast Minneapolis; MN 55413 S.TFZ-269112v3 ML?205-30 C-3 As to Lessor: City of Mounds View 2401 Highway 10 Mounds View, MN 55112-1499 ATTN: City Administrator 20. Applicable Law. This Lease shall be governed by and construed under the laws of the State of Minnesota. 21. Entire Lease. It is understood that this Lease contains all agreements, promises, and understandings between the City and Lessee and that no verbal or oral agreements, promises, or understandings are binding upon either the City or Lessee. Any addition, variation, or modification to this Lease shall be void and ineffective unless it is in writing and signed by the parties. Notwithstanding the foregoing, Lessor and Lessee agree that the provisions of paragraph 2.05(b) of the Acquisition and Relocation Agreement dated August 31, 2005 are incorporated herein by reference. 22. Enforcement and Attorneys' Fees. In the event that either parry shall institute suit to enforce any rights under this Lease the prevailing party shall be entitled to recover court costs and reasonable attorneys' fees. Upon appeal, the prevailing party shall be entitled to recovery of court costs and reasonable attorneys' fees incurred as a result of such appeal. 23. Termination and Default. In addition to any other remedy available to the City, the City may terminate this Lease if Lessee breaches any promise, covenant, or obligation set forth in this Lease. The City shall provide Lessee with wntten notice of the intent to ternunaxe and Lessee shall have 30 days to cure any default. Except as expressly limited hereby, the City and Lessee shall each have such remedies for default of the other parry hereto as may be provided at law or equity allowing written notice of such default and failure to cure vrithin 30 days. 24. Quiet Enjoyment. Lessee, upon paying the rent, shall peaceably and quietly have, hold and enjoy the Property subject to all pre-existing uses of the Property including operation of a golf course. Consistent with all pre-existing uses, the City shall not cause or permit any use of the Property which interferes with or impairs the integrity or highway visibility of the Billboard structure. However, the City shall have no liability arising out of use of the Property or any damage to the Billboard or other damage to Lessee in relation to the City's use. 25. General Conditions. Lease of the Property is subject to all applicable property use restrictions, zoning requirements and approvals and other applicable governmental or regulatory approvals, permits, and conditions, including specifically local approvals, including, but not limited to; maintaining an interim use permit for the Billboard. 26. Cancellation. In the event lease of the Properly for operation of Billboard or Lessee's use, operation, maintenance or repair of the Billboard on the Property is prevented by any law, regulation or governmental order, decree, or action taken by a governmental unit other than the City, either party may cancel this Lease on ninety (90) days written notice to the other with no S.TR-269112v3 MU20>-30 C-4 fiuther obligation or liability. In no event shall the City be liable to Lessee for any damages in relation to cancellation in accordance with this paragraph. 27. Memorandum of Lease. The parties to this Lease Agreement agree to execute and record a Memoral~dum of Lease. The Memorandum of Lease shall describe the parties, the Property and the term of the Lease and shall incorporate this Lease by reference. 28. Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Remainder of page left intentionally blank. Signature page to follow) • • srx-ZE9~ i~ti~s MIJ20~-30 C-5 IN WITNESS VdHEREOF, the parties have caused this Lease to be executed by their duly authorized proper officers and their respective corporate seals have been affixed. • • • SJR-269172v3 NN205-30 THE CITY OF MOUNDS VIEW By: Its: CLEAR CFfANNEL OUTDOOR, LNC. By: Its By: Its: C-6 • STATE OF MINNESOTA COUNTY OF The foregoing inshvment was acknowledged before me this day of September, 2005, by _ ,the of the City of Mounds View, a municipal corporation, on behalf of the corporation. Notary Public • STATE OF MINNESOTA COUNTY OF by SS. SS. The foregoing instrument was acknowledged before me this day of September, 2005, and the and respectively of Clear Channel Outdoor; Inc., a Delaware corporation, on behalf of the corporation. Notary Public r~ L S.TR-2691) 2v3 MU205-30 C-7