Ground Lease

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Sample Ground Lease Contract


<p>Ground lease Lessee to construct improvements (161</p> <p>GROUND LEASE</p> <p>by and between STATE OF MINNESOTA, BY AND THROUGH </p> <p>MINNESOTA STATE COLLEGES &amp; UNIVERSITIESON BEHALF OF [CAMPUS]</p> <p>And____________________</p> <p>withLESSEE TO CONSTRUCT IMPROVEMENTS</p> <p>INDEX</p> <p>Section 1Defined Terms.xSection 2Leased Property. x</p> <p>Section 3Lease Term.xSection 4Rent.xSection 5Title to Leased Property.xSection 6Condition of Leased Property.xSection 7Covenant of Quiet Enjoyment.xSection 8Construction of Project.xSection 9Construction of Additional Facilities.xSection 10Ownership of Buildings, Structures and Other Facilities.x</p> <p>Section 11Holding Over.xSection 12Surrender.xSection 13Abandonment of Premises.xSection 14Use of Leased Property.xSection 15Prohibited Uses.xSection 16Prohibition of Involuntary Assignment.x</p> <p>Section 17Utilities, Licenses and Fees.xSection 18Taxes and Assessment.xSection 19Payment of Debts, Taxes, and Other Charges; Contests.xSection 20Waste and Nuisance Prohibited.xSection 21Impairment of Title, Liens, Charges and Encumbrances.x</p> <p>Section 22SignagexSection 23Vehicular TrafficxSection 24Maintenance and Repairs.xSection 25Inspections.xSection 26Insurance.xSection 27Damage or Destruction of Leased Property.xSection 28Eminent Domain.xSection 29Assignment and Sublease.xSection 30Compliance with Laws, Ordinances, Regulations,x</p> <p>and Insurance Requirements.Section 31Lessors Right to Perform. x</p> <p>Section 32Estoppel Certificates.xSection 33.Books, Accounts and Records.xSection 34.Lessee Representations and Warranties.xSection 35Event(s) of Default.xSection 36Remedies.xSection 37Notification of Event of Default.xSection 38Notices.xSection 39Waiver of Breach.xSection 40Delays.xSection 41Indemnification.xSection 42No Merger.xSection 43Attorney Fees.xSection 44Arbitration and Appraisal.xSection 45Bankruptcy.xSection 46Non-DiscriminationxSection 47Affirmative ActionxSection 48Time is of the Essence.xSection 49Persons Bound.xSection 50Short Form LeasexSection 51Entire Agreement.xSection 52Modifications.xSection 53Headings.xSection 54Enforceability.xSection 55Governing Law and Venue.xSection 56Counterparts.xSection 57Additional Documents.xGROUND LEASE</p> <p>THIS GROUND LEASE WITH LESSEE TO CONSTRUCT FACILITIES (Lease Agreement) shall be effective the ___ day of _______________, 20__ (Effective Date) and is entered into by and between the State of Minnesota, by and through the Board of Trustees of Minnesota State Colleges &amp; Universities, on behalf of </p> <p> (Lessor) a governmental entity of the State of Minnesota with its principal offices located at 30 E. 7th Street, St. Paul, Minnesota 55101, and ____________ (Lessee), a corporation organized and existing under the laws of the State of _____________, with its principal office located at ________________, City of __________, County of ______________, State of _________________.</p> <p>THE PARTIES HERETO in mutual consideration of the covenants, provisions and warranties contained herein agree as follows:</p> <p>Section 1 Defined Terms. As used in this Lease Agreement, the following terms shall have the meanings set out respectively after each such term (the meanings to be equally applicable to both the singular and plural forms of the terms defined), unless the context specifically indicates otherwise:</p> <p>Effective Date means the date identified as such in the lead-in paragraph to this Lease Agreement, which is the date on which this Lease Agreement becomes effective.</p> <p>Facilities means the Project, all improvements and expansions thereto, and all additional buildings and structures that Lessee may construct on the Leased Property.</p> <p>Lease Agreement means this Ground Lease by and between Lessor and Lessee with Lessee to Construct Facilities.</p> <p>Leased Property means that certain real property situated in the County of Anoka, State of Minnesota that is legally described in Exhibit I attached hereto, along with all easements, rights, privileges and appurtenances relating thereto.</p> <p>Lessee means the entity identified as Lessee in the lead in paragraph to this Lease Agreement.</p> <p>Lessor means the Minnesota State Colleges &amp; Universities, a governmental entity of the State of Minnesota.</p> <p>Permitted Encumbrances means those encumbrances, if any, specifically identified in Exhibit II attached hereto and incorporated herein by reference, along with any other encumbrances that Lessor consents to in writing after the Effective Date.Project means the project described in Exhibit III attached hereto and incorporated herein by reference that Lessee is required to construct on the Lease Property, and which shall be constructed in accordance with the terms and conditions contained in that certain development agreement that has been or will be entered into by and between the Lessor and Lessee relating to such construction.</p> <p>All pronouns and any variations of the same shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or persons may require.</p> <p>Section 2 Leased Property. Lessor leases to Lessee the Leased Property for the term of this Lease Agreement and on the terms and conditions delineated herein, and for the purposes specified in Section 14 herein and such other lawful business purposes that may be consented to by Lessor, in writing.</p> <p>Section 3 Lease Term. Subject to the terms, provisions, covenants, and conditions of this Lease Agreement, Lessee shall have, hold, possess, and enjoy the Leased Property for an initial term of 30 years, which shall begin on the Effective Date. </p> <p>Section 4 Rent. Lessee covenants and agrees to pay to Lessor as rent for the Leased Property during the term of this Lease Agreement the following amounts of rent</p> <p>*--------------------------------- per annum,.</p> <p>Such rents shall be payable semi-annually in two equal installments due on or before the 10th day of January and July of each calendar year during the term of this Lease Agreement, and shall be absolutely net to Lessor so that this Lease Agreement shall, except as provided to the contrary herein, yield net to Lessor the rent as provided above to be paid in each year during the term of this Lease Agreement. For any calendar year that Lessee is not in possession of the Leased Property for the entire calendar year, such rent shall be prorated over the time period that Lessee is in possession of the Leased Property, provided that the date on which the rent payments are due shall not change. All costs, expenses, and obligations of every kind and nature whatever relating to the Leased Property and Facilities, including, but not limited to, costs of operation thereof, taxes, and other amounts due and owing because of the ownership or operation thereof, which may arise or become due during the term of this Lease Agreement shall be the sole responsibility of and paid by Lessee, and Lessor shall not, notwithstanding anything to the contrary contained herein, be responsible for any costs associated with the Leased Property or Facilities.</p> <p>Lessee shall protect, hold harmless, defend and indemnify Lessor from and against all such costs, expenses and obligations associated with the Leased Property and Facilities.</p> <p>All rent payments shall be made in lawful money of the United States and shall be paid to Lessor at its office located at ______________, or by such other manner or at such other place as may be designated in writing from time to time by Lessor.</p> <p>Section 5 Title to Leased Property. Lessor represents and warrants to Lessee that it has, or will acquire, fee simple title to the Leased Property, and has the power and authority to execute and deliver this Lease Agreement and to carry out and perform all covenants to be performed by Lessor under this Lease Agreement. The Leased Property are subject to all zoning regulations, restrictions, easements, rules, and ordinances, building restrictions, and other laws and regulations now or record or in effect or which may in future be adopted by any governmental authority having jurisdiction thereover.</p> <p>Lessee acknowledges and agrees that it has examined the title to the Leased Property and has found the same to be satisfactory for its intended purposes.</p> <p>Section 6 Condition of Leased Property. Lessee acknowledges and agrees that it has examined and knows the condition of the Leased Property and stipulates that the Leased Property is, as of the Effective Date, in good order, good repair, safe, and clean condition, and accepts the Leased Property on an as is condition.</p> <p>Lessee agrees and acknowledges that Lessor is leasing the Leased Property to Lessee without any obligation of any kind to make any additions or improvements thereto or alterations thereof. Lessor further agrees and acknowledges that other than those representation and warranties expressly set forth in this Lease Agreement, neither Lessor nor any agent, representative or employee of Lessor has made any representations or warranties as to (i) the condition or repair of the Leased Property prior to or at the Effective Date, (ii) the utility, fitness, suitability or adequacy of the Leased Property for the construction or operation of the Facilities and use of the Leased Property for any purposes disclosed or intended by Lessee.</p> <p>Lessor specifically disclaims and this Lease Agreement shall not be interpreted to include any implied warranties as to the utility, fitness, suitability or adequacy of the Leased Property for the construction or operation of the Facilities or use of the Leased Property for any purposes disclosed or intended by Lessee.</p> <p>Section 7 Covenant of Quiet Enjoyment. Lessor covenants that if and so long as Lessee keeps and performs each and every covenant, agreement, term, provision, and condition contained in this Lease Agreement on the part and on behalf of Lessee to be kept and performed, Lessee shall have quiet and peaceable possession and enjoyment of the Leased Property during the term of this Lease Agreement.</p> <p>Section 8 Construction of Project. Lessee shall be solely responsible for the construction of the Project and all of the costs and expenses associated therewith. This Lease Agreement shall terminate and no longer be on any force or effect if the construction of the Project is not started on before the ___ day of _________, 200_, or is not fully completed and placed into operation on or before the __ day of ____________, 20__.</p> <p>Section 9 Construction of Additional Facilities. Lessee shall, at its sole cost and expense and with no cost to Lessor, have the right to make additions, alterations, and changes in or to the Leased Property and Facilities, which may include and is not limited to the construction of additional buildings and structures on the Leased Property; provided that Lessee shall not then be in default under this Lease Agreement and Lessee complies with the following requirements.</p> <p>A. No such additions, alterations, or changes of any kind shall be made without the prior written consent of Lessor if such additions, alterations, or changes will (i) cost more than $_______________, (ii) change the general character, external appearance, or structure of the Facilities, or (iii) reduce or impair the value, rental, rental value, rentability, or usefulness of any part of the Leased Property or Facilities.</p> <p>B. All additions, alterations, or changes that will cost $________________ or more shall not be undertaken until Lessor and Lessee have agreed and entered into a development agreement that will control such additions, alterations, or changes.</p> <p>Section 10 Ownership of Facilities. All of the Facilities shall be owned by and the property of Lessee, subject to the provisions contained in Section 12.C herein regarding transfer of title thereto and ownership thereof to Lessor upon the termination of this Lease Agreement.</p> <p>Section 11 Holding Over. No holding over by Lessee after the termination or expiration of the term of this Lease Agreement shall be considered to be a renewal or extension of this Lease Agreement unless written approval of the holding over and a definite agreement to that effect is signed by Lessor defining the length and terms and conditions of such additional term. Any holding over without the consent of Lessor shall be considered to be a day-to-day tenancy at a rental rate of three times the daily rental rate imposed hereunder based upon a 360 day year consisting of 12 months of 30 days each.</p> <p>Section 12 Surrender, Transfer of Title and Ownership, Removal of Facilities. Upon the expiration or earlier termination of this Lease Agreement, Lessee shall perform all of the following acts.</p> <p>A. Quit and surrender all of the Leased Property to Lessor in good order and condition, except for ordinary wear and tear and except for any part or parts of the Leased Property that shall have been taken in a condemnation proceeding. If Lessee does not quit and surrender the Leased Property upon the expiration or other termination of this Lease Agreement, then Lessor may, without the requirement of any further notice, (i) enter on, reenter, possess and repossess all of the Leased Property by force, summary proceedings, ejectment, or otherwise, and may dispossess and remove Lessee and all other persons and property from the Leased Property, and (ii) have, hold, and enjoy all of the Leased Property and the right to receive all rental and other income of and from the same.</p> <p>B. Remove, or cause to be removed, from the Leased Property any personal property belonging to Lessee or third parties that can be so removed without material damage to any part of the Leased Property and repair, at Lessees sole cost and expense, any damage caused by such removal. Personal property not so removed shall be deemed to have been abandoned by Lessee and shall become the property of Lessor, and Lessor, at its sole option, may thereafter cause such property to be removed from the Leased Property and disposed of in any manner without Lessor incurring any liability to Lessee or any other entity for such acts.</p> <p>C. Upon direction of Lessor, at its sole option and discretion, either convey full and complete title to and ownership of all of the Facilities to Lessor, or, at Lessee's sole cost and expense, remove all of the Facilities from the Leased Property and restore the Leased Property to substantially the same condition that it was in on the date that Lessee first took possession of the Leased Property under this Lease Agreement. If Lessee is required to convey full and complete title to and ownership of all of the Facilities to Lessor and fails to do so, Lessee hereby grants to Lessor a non-revocable and durable power of attorney to Lessor and appoints Lessor as its attorney-in-fact to execute any and all documents necessary to accomplish such transfer of title and ownership.</p> <p>D. Execute and deliver to Lessor any and all documents that Lessor may...</p>


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