EXHIBIT C

PURCHASE AGREEMENT

THIS AGREEMENT is made as of the Effective Date between [xxxx], a [xxxx], whose address is [xxxx], (the “Buyer”) and the State of Minnesota, Department of Administration, (the “Seller”).

WHEREAS, Minnesota Statutes §§16B.281-16B.287 (collectively “Authorizing Statutes”), authorize the Commissioner of Administration (“Commissioner”) to identify and sell surplus state-owned land; and

WHEREAS, the Commissioner identified certain property to sell located in the City of St. Paul, County of Ramsey, State of Minnesota; and

WHEREAS, the Commissioner of Administration offered said property for sale pursuant to said Authorizing Statutes; and

WHEREAS, the Buyer was determined to be the successful bidder.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, Seller and Buyer agree as follows:

1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the following property (“Property”):

1.1 Real Property. The real property located in 321 Grove Street, St. Paul, Ramsey County, State of Minnesota, legally described as follows:

Lots 1 to 15, inclusive, Block 5 Dayton’s Addition and that part of the alley, vacated, in said Block 5 lying between the extensions across said alley of the East and West lines of said Block in Dayton’s Addition, except and excluding any part of the adjoining Thirteenth Street, vacated, located in Ramsey County Minnesota,

together with an easement for access over the south half of the adjoining vacated Thirteenth Street located in Ramsey County Minnesota

(collectively “Land”), together with (1) all buildings and improvements constructed or located on the Land (“Improvements”), (2) all easements and rights benefiting or appurtenant to the Land, and (3) that certain lease numbered I-8842 and dated March 11, 2005 by and between the State and Clear Channel Outdoor, Inc., as amended by that certain Amendment No. 1 effective January 21, 2010, Amendment No. 2 effective February 24, 2015, and Amendment No. 3 dated July 22, 2015 (collectively the “Lease”) (collectively the “Real Property”).

2. Purchase Price and Manner of Payment. The total purchase price (“Purchase Price”) to be paid by Buyer to Seller shall be [xxxx]. The Purchase Price will be payable as follows:

1

2.1 [xxxx], payable as bid security (“Bid Security”) concurrently with Buyer’s bid for the Property.

2.2 [xxxx], by wire transfer of U.S. Federal Funds received in Seller’s account on or before 9:00 a.m. on the date identified as the Closing Date in Section 4 herein. On or before three (3) days prior to such Closing Date, Seller will provide Buyer, in writing, with Seller’s account information.

3. Contingency. The obligations of Buyer under this Agreement are contingent upon each of the following (the “Contingencies”):

3.1 Title. On or before [xxxx], title to the Property shall have been found acceptable to Buyer in its sole discretion. Buyer may obtain, at its expense, a commitment for title insurance and/or a survey of the Property.

3.2 Governmental Approvals. On or before [xxxx], Buyer shall obtain, at its expense, all final governmental approvals necessary in Buyer’s judgment in order to make use of the Property as Buyer intends. Seller shall without charge to Buyer cooperate with Buyer in the filing of a Planning and Zoning Application provided that by so participation Seller is not required to expend any moneys or will not become liable for the payment or expenditure of any moneys.

If any contingency has not been satisfied within the time frame set forth for that contingency herein, then this Agreement may be terminated, at Buyer’s option, by written notice from Buyer to Seller given at any time on or before such applicable contingency date. Upon such termination, the Bid Security shall be released to Buyer and upon such return neither party will have any further rights or obligations regarding this Agreement or the Property. All the contingencies set forth in this Agreement are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer and the Buyer shall have the right to unilaterally waive any contingency by written notice to Seller.

4. Closing. The closing of the purchase and sale contemplated by this Agreement (the “Closing”) shall occur on [xxxx] or ten (10) working days following the satisfaction or waiver of all Contingencies, whichever is earlier. The Closing shall take place at 9:00 a.m. local time at the office of the Department of Administration, 50 Sherburne Avenue, Room 309, St. Paul or at such other place or time as may be agreed to. Seller agrees to deliver possession of the Property to Buyer at the time of Closing.

5. Closing Documents. At the Closing,

5.1 Seller shall deliver to Buyer a properly executed Quit-Claim Deed in a form approved by the Office of the Attorney General in its sole discretion,

5.2 Seller and Buyer shall execute an assignment of the Lease, the agreed upon form of which is attached hereto as Exhibit A, that assigns the Lease to Buyer and that requires Buyer to assume the Lease, and

5.3 Seller and Buyer shall execute an Access Easement, the agreed upon form of which is attached hereto as Exhibit B, that provides ingress and egress to Pine

2

Street from the Property over the south half of the adjoining vacated Thirteenth Street located in Ramsey County Minnesota .

6. Title. The Seller will not furnish an abstract. Seller provides no warranties regarding title to the Property. The Seller assumes no obligation to perform any acts or to pay for any expenses incurred in connection with possible title deficiencies except to deliver a properly executed Quit-Claim Deed, independent of whether or not the Property is subject to any easements, of record or not. The Property is subject to reservation and exception of all minerals and mineral rights for the Seller’s own use.

7. Closing Costs. The Buyer will be responsible for paying all closing costs included but not limited to title evidence, title insurance, title opinion, recording costs, deed tax and Buyer’s attorney fees, if any.

8. Real Estate Taxes and Special Assessments. Real estate taxes payable in the year will be prorated between Seller and Buyer based on the Closing Date. Buyer will pay real estate taxes payable in the year. Buyer will be responsible for payment of all special assessments levied, pending or constituting a lien against the Property.

9. Representations and Warranties by Seller. The Property is sold AS-IS. The Seller makes no representations or warranties regarding the property condition, its use or the marketability of its title.

10. Wells. Six (6) monitoring wells are at the site that have been sealed by a licensed well contactor in 1994. The monitoring wells are located in the locations shown on Exhibit C attached hereto and made a part hereof.

11. Storage Tanks. [xxxx]

12. State Audits. Pursuant to Minnesota Statutes, Section 16C.05, Subdivision 5, the books, records, documents, and accounting procedures and practices of the Buyer relevant to this Agreement shall be subject to examination by the Seller and/or Legislative Auditor, as appropriate, for a minimum of six (6) years.

13. Assignment. Either party may assign its rights under this Agreement. The assigning party shall provide written notice of such assignment to the other party.

14. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement.

15. Entire Agreement; Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the sale of the Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in writing executed by the parties.

16. Binding Effect. This Agreement binds and benefits the parties and their successors in interest.

3

17. Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation.

18. Waiver. Neither the failure by any party hereto, in anyone or more instances, to insist upon the complete and total observance or performance of any term or provision hereof, or to exercise any right, privilege, or remedy conferred hereunder or afforded by law shall be construed as waiving any breach of such term, provision, or the right to exercise such right, privilege, or remedy thereafter. In addition, no delay on the part of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude other or further exercise thereof or the exercise of any other right or remedy.

19. Severability. If any provision of this Agreement is finally judged by a court of competent jurisdiction to be invalid, then the remaining provisions shall remain in full force and effect and they shall be interpreted, performed, and enforced as if the invalid provision did not appear herein.

20. Time of Essence. Time is of the essence with respect to all of the matters contained in this Agreement.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or email or a PDF file shall be equally as effective as delivery of an original executed counterpart of this Agreement.

22. Notices. All notices or communications between Buyer and Seller shall be deemed sufficiently given or rendered if in writing and delivered to either party personally; or if mailed by United States registered or certified mail to the addresses set forth below, or such future addresses as may be subsequently supplied by the parties hereto to each other, return receipt requested, postage prepaid; or if transmitted by facsimile copy followed by mailed notice; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows:

SELLER:

Minnesota Dept. of AdministrationReal Estate and Construction Services50 Sherburne Avenue, Room 309St. Paul, MN 55155Attn: Real Property Specialist

BUYER:

[xxxx]

23. Remedies. If Buyer defaults under this Agreement, Seller shall have the right to terminate this Agreement by giving written notice to Buyer. If Buyer fails to cure such default within 15 days of the date of such notice, this Agreement will terminate, and upon such termination Seller shall retain the Bid Security as liquidated damages. The termination of this Agreement and retention of the Bid Security shall be the sole remedy available to Seller for such

4

default by Buyer, and Buyer will not be liable for damages or specific performance. If Seller defaults under this Agreement, Buyer shall have the right to seek specific performance of the Agreement. Buyer shall have no right to seek damages from Seller for Seller’s default hereunder.

24. Effective Date. This Agreement shall be effective upon the date that the final required signature is obtained pursuant to Minnesota Statutes Section 16C.05, Subdivision 2 (“Effective Date”).

THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK

5

IN WITNESS WHEREOF, the parties hereto have set their hands on the date(s) indicated below intending to be bound thereby.

BUYER:_______________________________________

Signature:___________________________

Buyer Title: _____________________________

Date of Signature:_______________

SELLER:

STATE OF MINNESOTADEPARTMENT OF ADMINISTRATIONMATT MASSMAN, COMMISSIONER

Signature: _____________________________________Wayne Waslaski, DirectorReal Estate and Construction Services

Date of Signature:____________________

6

EXHIBIT A

ASSIGNMENT OF LEASE

This Assignment of Lease (“Assignment”), dated ______ , 2018 is between the State of Minnesota, Department of Administration, whose address is 50 Sherburne Avenue, St. Paul, Minnesota 55155, Ramsey County, (“Assignor”) and ____________________________________ (“Assignee”).

RECITALS

A. Assignor and Clear Channel Outdoor, Inc. entered into that certain lease numbered I-8842 and dated March 11, 2005 by and between the State and Clear Channel Outdoor, Inc., as amended by that certain Amendment No. 1 effective January 21, 2010, Amendment No. 2 effective February 24, 2015, and Amendment No. 3 dated July 22, 2015 (collectively the “Lease”),

B. On __________, 2018 Assignor sold to Assignee real property located at 321 Grove Street, St. Paul, 55101 (“Property”), attached as Exhibit A and made a part of this Assignment; and,

C. Assignor desires to assign the Lease to Assignee and Assignee desires to assume the various commitments, obligations, and liabilities of the Lease.

AGREEMENT

Therefore, in consideration of the quit claim deed and pursuant to Minnesota law, and for other good and valuable consideration, the receipt and adequacy of which each party acknowledges, Assignor and Assignee agree as follows:

1. Assignment . Assignor assigns to Assignee all of Assignor’s right, title and interest, as landlord, under the Lease, together with all rents, rent equivalents, income, issues, profits, revenues, delinquent rentals, escalation payments, security deposits, guarantees, and money due or to become due under the leases (“Rents”).

2. Representation . Assignor represents that there have been no prepaid Rents for any future period except with respect to the current month.

3. Complete Assignment . The assignments to Assignee are absolute assignments of Assignor’s entire right, title, and interest in the Leases and Rents, and are not intended as a mortgage, trust conveyance, deed of trust, collateral assignment, or security instrument. On delivery of this Assignment, Assignor shall have no further interest, including rights of redemption, or claims concerning the items assigned by this Assignment or the proceeds that may be derived from these items.

4. Acceptance of Assignment . Assignee accepts the foregoing Assignment and agrees to assume all the various commitments, obligations, and liabilities of Assignor under the assigned Lease, which arise on or after the date of this Assignment, and Assignee agrees to defend and indemnify Assignor from any liability, damages, causes of actions,

7

expenses, and attorneys’ fees incurred by Assignor by reason of the failure of Assignee to perform and discharge all of the commitments, obligations, and liabilities assumed from Assignor. Assignor shall remain liable for all obligations and liabilities relating to the Leases that arose prior to the date of this Assignment.

5. Execution of Counterparts . This Assignment may be executed in several counterparts, each of which shall, for all purposes, be deemed an original. All of the counterparts, taken together, shall constitute the same Assignment, even though all of the parties to this Assignment may not have executed the original or the same counterpart.

6. Recitals The recitals on page 1 of this Assignment are hereby incorporated herein.

8

IN WITNESS, Assignor and Assignee have executed this Assignment as of the day and year written above.

ASSIGNORDEPARTMENT OF ADMINISTRATION

BY:

ITS:

DATE:

ASSIGNEE____________________________________________

BY:

ITS:

DATE:

9

Exhibit B

Access Easement

10

ACCESS EASEMENT

This agreement (hereinafter “Easement” or “Agreement”) made this day of , 20 , between the State of Minnesota, sovereign entity (hereinafter “Grantor”), acting by and through its Department of Administration, and ________________________ (hereinafter “Grantee”).

Recitals

A. Grantor’s Commissioner of Administration has authority under the provisions of Minnesota Statutes Section 16B.26, and with the rules promulgated thereto, to grant easements over certain state owned property;

B. Grantor owns the land legally described in the attached Exhibit A, the contents of which are incorporated herein by reference, all of which lands are situated in Ramsey County, Minnesota, (hereinafter “Property”);

C. Grantee owns the land legally described in the attached Exhibit B, the contents of which are incorporated herein by reference, all of which lands are situated in Ramsey County, Minnesota, (hereinafter “Grantee Property”);

D. Grantee wishes to acquire an easement from Grantor for the purposes of ingress and egress and roadway access on the land legally described in the attached Exhibit C, the contents of which are incorporated herein by reference, all of which lands are situated in Ramsey County, Minnesota, (hereinafter referred to as the “Easement Area”);

E. Grantor desires to grant to Grantee an easement subject to the terms and conditions contained herein and restricted by easements, reservations and restrictions of record.

NOW, THEREFORE, in consideration of all the covenants, terms and conditions herein contained, and intending to be legally bound hereby, the parties agree to the following terms and conditions:

Terms of Easement

1. Grant of Easement .

1.1 For good and valuable consideration, the receipt of which is hereby acknowledged and in consideration of the promises, conditions, and covenants contained herein, Grantor hereby grants a non-exclusive easement for ingress and egress to the Grantee Property from Pine Street over and across the Easement Area.

1.2 Grantor provides no warranties of fitness of any kind pertaining to the Easement Area. Grantee takes the Easement Area “as is” in its existing physical condition. Further, Grantor makes no warranty or representation as to the safe condition of Easement Area or the suitability of said Easement Area for the purposes set forth in Section Two. Grantor provides no warranties regarding title to the Easement Area.

11

1.3 This easement shall be granted subject to and restricted by easements, reservations and restrictions, whether recorded or unrecorded.

2. Use of Easement Area . The purpose of the Easement is to provide non-exclusive use of the Easement Area for ingress and egress to the Grantee Property from Pine Street. Said use is not exclusive and Grantor reserves the right to allow the Easement Area to be used by itself or others, including without limitation the right to use, in Grantor’s sole and absolute discretion, the Easement Area for access to the Property and to complete maintenance work, repairs and modifications to the Easement Area, provided that such use does not interfere with or in any way damage Grantee’s Property. The rights granted pursuant to this Easement shall at all times be exercised in such a manner as not to interfere materially with the normal operation of the Property and the operations conducted therein. In the event Grantee desires to make any modification to the Easement Area, Grantee shall first (i) notify Grantor of such intent in writing and (ii) obtain Grantor’s written consent.  Notwithstanding anything to the contrary herein, Grantor is not obligated in any way to make any repair in or maintain the Easement Area or any improvements within the Easement Area.

3. Revocation of Easement . The Easement shall be revocable by written notice given by Grantor if at any time its continuance will conflict with a public use of the Easement Area, over, under or upon which it is granted; or upon request of the head of the agency having jurisdiction over the land if other than the Department of Administration; or for any other reason. Such notice shall be effective ninety (90) days after the mailing thereof addressed to the record holder of this easement at its last known address by certified mail. Upon revocation, Grantor shall allow a reasonable time to vacate the Easement Area, not to exceed one hundred twenty (120) days. Grantee shall promptly and at its own expense, permanently remove its facilities in the Easement Area on or before such 120 day period.

4. Easement Runs with the Land . The Easement shall run with the land and be binding upon all successors, heirs and assigns of Grantor and Grantee.

5. Compliance with Laws . In conducting its activities hereunder, Grantee will, at its sole expense and effort, comply with all laws, ordinances, permits, rules and regulations, enacted by any federal, state, or local governmental agency having jurisdiction or control over any activity occurring upon the Easement Area resulting from or applicable to usage based upon this Easement. Grantee further agrees to obtain all required permits for its activities hereunder at its sole expense and to comply with all such permits.

6. Restoration, Maintenance and Repair . Grantee agrees to be solely responsible to, at its expense, repair and maintain in excellent condition and repair the improvements located within the Easement Area. Upon completion of construction and after any future maintenance or repair work on the Easement Area, Grantee shall at its expense restore the affected Easement Area, exclusive of those areas actually occupied by a structure or equipment, to substantially the same condition as existed prior to such construction, maintenance or repair. Grantee further agrees to keep and maintain the Easement Area in a neat and orderly condition and remove all refuse and debris that may accumulate thereon in connection with Grantee’s activities.

7. Indemnification .

12

7.1 In exercise of its rights hereunder, Grantee agrees to indemnify, defend and hold harmless Grantor, including its subsidiaries, facilities, employees, officers, agents, successors and assigns from and against any and all claims, costs, demands, damages, liabilities, judgments, or expenses, including attorney fees, court costs, consultant fees and other legal costs, for any personal injury, death or property damage arising out of or resulting from, or in any way associated with the activities described herein of Grantee, its employees, agents, invitees, licensees, successors, and assigns except for Grantor’s willful misconduct or negligence.

7.2 Grantee agrees to require its contractor(s) to indemnify, defend and hold harmless Grantor, including its subsidiaries, facilities, employees, officers, agents, successors and assigns from and against any and all claims, costs, demands, damages, liabilities, judgments, or expenses, including attorney fees, court costs, consultant fees and other legal costs, for any personal injury, death or property damage arising out of or resulting from, or in any way associated with the activities described herein of Grantee, its employees, agents, invitees, licensees, successors, and assigns except for Grantor’s willful misconduct or negligence.

7.3 The obligations set forth in this Section shall continue after any termination of this Easement as to any matters that occurred during or resulted from the term of this Easement.

8. Insurance During Construction. Prior to any commencement to excavate, construct, install, operate, maintain, use, rebuild, remove, or any activities that may constitute a modification under or across the Easement Area, Grantee shall either (i) at its sole cost and expense, procure and maintain the insurance coverage stated below or (ii) arrange for a third party contractor (hereinafter “Contractor” or “Subcontractor”) to procure and maintain the insurance coverage to cover claims which may arise from any construction-related activities in the Easement Area, whether such construction-related activities are by Grantee, Contractor, their Subcontractor, or by anyone directly or indirectly employed under this Agreement.

Grantee and its Contractor shall not commence work under the Agreement until all the insurance described below has been obtained and Grantor has approved such insurance.

All policies shall remain in force and effect throughout the period of construction naming the State of Minnesota as additional insured thereunder.

8.1 Requirements for the Contractor The insurance policy(ies) shall be primary and non-contributory insurance to any other valid and collectible insurance available to Grantor with respect to any claim arising out of this Agreement.

The Contractor is responsible for payment of insurance premiums and deductibles related to this Agreement.

Insurance Companies must have an AM Best rating of A- (minus) and a Financial Size Category of VII or better, and be authorized to do business in the State of Minnesota.

13

Certificates of Insurance acceptable to Grantor shall be submitted prior to commencement of the work under this Agreement. Such Certificates shall contain a provision that coverage afforded under these policies shall not be cancelled without at least thirty (30) days advanced written notice to the State.

If Contractor receives a cancellation notice from an insurance carrier affording coverage herein, Contractor agrees to notify the State of Minnesota within five (5) business days with a copy of the cancellation notice, unless Contractor’s policy(ies) contain a provision that coverage afforded under the policy(ies) will not be cancelled without at least thirty (30) days advance written notice to the State of Minnesota.

8.2 Notice to the Contractor The failure of Grantor to obtain Certificate(s) of Insurance for the policies or renewals thereof or failure of the insurance company to notify the State of the cancellation of policies required under this Agreement shall not constitute a waiver by the State to the Contractor to provide such insurance.

The State will reserve the right to immediately terminate the Agreement if the Contractor is not in compliance with the insurance requirements. In the event that a court of competent jurisdiction orders Contractor to disclose its insurance policy(ies) in connection with discovery during litigation brought as a result of a dispute between the parties, Contractor agrees to adhere to such court’s order with respect to disclosure of such policy(ies). In the event of a claims dispute, all insurance policies must be open to inspection by the State, and copies of policies must be submitted to State’s authorized agent upon written request.

8.3 Notice to Insurer The Contractor’s insurance company waives its right to assert the immunity of the State as a defense to any claims made under said insurance. Contractor’s insurance company is notified that the liability of their policyholder is not limited by statute, and as a result, they are precluded from limiting claim payments based on any assumption that they are protected by immunity of the State.

8.4 Policy Requirements

8.4.1 Workers’ Compensation Insurance Contractor shall provide workers’ compensation insurance for all employees and shall require any Subcontractor to provide workers’ compensation insurance in accordance with the statutory requirements of Grantor and must include:

a. Part 2, Employers Liability including Stop Gap Liability for monopolistic states, at limits of not less than:

$100,000 – Bodily Injury by disease per employee

$500,000 – Bodily Injury by disease aggregate

$100,000 – Bodily Injury by accident

b. Coverage C: All States Coverage

14

c. If applicable, USL&H, Maritime, Voluntary and Foreign Coverage.

d. A waiver of subrogation in favor of Grantor, as Owner.

If Contactor is self-insured for its obligation under the Workers’ Compensation Statutes in the jurisdiction where the project is located, a Certification of the Authority to Self-Insure such obligations shall be provided.

Evidence of Subcontractor insurance shall be filed with the Contractor.

8.4.2 Automobile Liability Insurance The Contractor shall maintain insurance to cover liability arising out of the operations, use, or maintenance of all owned, non-owned, and hired automobiles.

a. Minimum Limits of Liability: $2,000,000 per occurrence combined Single Limit Bodily Injury and Property Damage

b. Coverages: i. Owned Automobile ii. Non-owned Automobile iii. Hired Automobileiv. Waiver of subrogation in favor of Grantor

8.4.3 Commercial General Liability The Contractor shall maintain insurance to cover claims arising from operations under this Agreement, whether such claims are by the Contractor, Subcontractor, Sub-Subcontractor or by anyone directly or indirectly employed under this Agreement.

a. Minimum Limits of Liability: i. $2,000,000 - Per Occurrence ii. $2,000,000 - Annual Aggregate iii. $2,000,000 - Annual Aggregate applying to Products and

Completed Operationsiv. $50,000 - Fire Damage (any one fire)v. $5,000 - Medical Expense (any one person per occurrence)

b. Coverages: i. Premises and Operations Bodily Injury and Property Damageii. Personal Injury & Advertising Injuryiii. Products and Completed Operations Liabilityiv. Contractual Liability as provided in ISO form CG 00 01 10 01 or

its equivalent. v. Pollution exclusion with standard exception as per Insurance

Services Office (ISO) Commercial General Liability Coverage Form – CG 00 01 10 01 or equivalent

vi. Explosion, Collapse, and Underground (XCU) perilsvii. Broad Form PDviii. Independent Contractors – Let or Sublet workix. Waiver of Subrogation in favor of Grantor

15

x. Owner named as an Additional Insured, by endorsement, ISO Forms CG 20 10 and CG 20 37 or their equivalent for claims arising out of the Contractor’s negligence or the negligence of those for whom the Contractor is responsible.

8.4.4 Umbrella or Excess Liability An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limit to satisfy the full policy limits required by the Agreement.

Notwithstanding anything contained herein to the contrary, during the term of this Agreement, Grantor may at any time make changes respecting the insurance requirements as necessary to be consistent with the State’s risk management policies and recommendations.  Grantor shall provide Grantee any revisions to the aforementioned insurance requirements as determined by Grantor to meet the State’s risk management policies and recommendations.  Grantee shall provide proof of insurance as required by Grantor, at least three (3) days prior to any modification or construction-related activity to the Easement Area.

9. Damages . Grantee shall take all reasonable precautions to prevent any damage to the Easement Area and shall fully reimburse Grantor for any damages resulting from its use of said Easement Area. Grantee shall be responsible for the cost of repairing any equipment or facilities in the Easement Area that it or its equipment damages.

10. Assignment . This Easement shall not be assignable by Grantee except upon written consent of the State of Minnesota’s Commissioner of Administration.

11. Assessments . Grantee agrees that Grantor shall not be liable for assessments for any current or future improvements associated with this Easement.

12. Term of Easement . This Easement shall continue in effect for as long as the Easement Area is used for the purposes stated herein or until canceled by Grantor, subject to change or modifications as provided herein above.

13. Recording . On or before ten (10) days after receipt of the executed Easement, Grantee shall file the Easement for recording with the Office of the County Recorder in which the Easement Area is located. On or before ten (10) days after receipt of the recorded Easement, Grantee shall provide to Grantor a copy of such recorded Easement.

14. Existing Utilities . Grantee acknowledges that there may be utilities located within the Easement Area and takes full responsibility for determining their location to prevent damage to or interference with any rights held by other easements holders, whether those rights are held under recorded or unrecorded easements, and to determine that the location of the Easement Area is suitable for Grantee’s purposes. Grantee shall not construct any other buildings, structures, or other improvements in the Easement Area. 15. Relocation Of Existing Facilities . When working in the Easement Area, Grantee shall not interfere with the safety and convenience of ordinary travel along and over the Easement Area nor interfere with other uses to which the Easement Area may be put by Grantor or with other facilities that are already in place. Grantee shall promptly and at its own expense, permanently

16

remove and relocate its improvements in the Easement Area when it is necessary to prevent interference and not merely convenience of Grantor, in connection with: (a) a present or future governmental use for a public project; (b) the public health or safety; or (c) the safety and convenience of travel over the Easement Area.

16. Notification Prior to Conducting Work . Grantee must obtain the written approval of Grantor prior to conducting any work in the Easement Area. Notwithstanding the foregoing, Grantee shall immediately notify Grantor of any event regarding the Easement Area that it considers an emergency. Grantee may proceed to take whatever actions are necessary in order to respond to the emergency subject to compliance with applicable laws. Grantor may take whatever action it deems necessary in order to respond to any event regarding the Easement Area that it considers an emergency, the cost of which shall be borne by Grantee. 17. Modifications .

17.1 Grantor may at any time order such changes or modifications respecting construction or maintenance of structures, use or other conditions of this Easement as deemed necessary to protect the public health and safety.  In the event Grantee desires to make any modification to the Easement Area, Grantee shall notify Grantor of such intent in writing. The foregoing sentence does not relieve Grantee of any obligations under this Easement.

17.2 All proposed modifications to the Easement Area must be submitted to Grantor, together with applicable plans and a detailed written description of the modifications (hereinafter referred to as the “Modifications”). If in the opinion of Grantor the proposed Modification will adversely affect Grantor, Grantor shall send written notice to Grantee detailing the reasons thereof. All such work shall be deemed to have no adverse effect if Grantor has not provided written notice indicating an adverse effect by the date that is fifteen (15) business days after receipt by Grantor of Grantee’s submittal. Upon receipt of written notice indicating Grantor’s notice that, in its opinion, proposed Modifications will have an adverse effect on Grantor, Grantee may either submit revised plans to Grantor or provide written notice disputing the claim of adverse effect.

18. Captions . The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement.

19. Entire Agreement; Modification . This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the easement. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in writing executed by the parties.

20. Binding Effect . This Agreement binds and benefits the parties and their successors in interest.

21. Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation.

17

22. Authority. Grantee represents and warrants that it has full power and authority to execute, deliver and perform under this Agreement.

23. Waiver . Neither the failure by any party hereto, in anyone or more instances, to insist upon the complete and total observance or performance of any term or provision hereof, or to exercise any right, privilege, or remedy conferred hereunder or afforded by law shall be construed as waiving any breach of such term, provision, or the right to exercise such right, privilege, or remedy thereafter. In addition, no delay on the part of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude other or further exercise thereof or the exercise of any other right or remedy.

24. Severability . If any provision of this Agreement is finally judged by a court of competent jurisdiction to be invalid, then the remaining provisions shall remain in full force and effect and they shall be interpreted, performed, and enforced as if the invalid provision did not appear herein.

25. Time of Essence . Time is of the essence with respect to all of the matters contained in this Agreement.

26. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute one and the same instrument.

27. Recitals . The on recitals pages 1 are hereby incorporated herein.

28. Notices . All notices or communications between Grantor and Grantee shall be deemed sufficiently given or rendered if in writing and delivered to either party personally; or if mailed by United States registered or certified mail to the addresses set forth below, or such future addresses as may be subsequently supplied by the parties hereto to each other, return receipt requested, postage prepaid; or if transmitted by facsimile copy followed by mailed notice; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows:

Grantee:

___________________________

_______________________________

_______________________________

Grantor: Minnesota Dept. of AdministrationReal Estate & Construction Services50 Sherburne Avenue, Room 309St. Paul, MN 55155Attn: Director of Real Estate and Construction Services

18

19

IN WITNESS WHEREOF, the parties hereto have set their hands on the date(s) indicated below intending to be bound thereby.

GRANTEE____________________________

BY:

TITLE: DATE:

STATE OF MINNESOTA }} ss.

COUNTY OF }

The foregoing was acknowledged before me this day of , 201___, by , the of ____________________________, a ______________________________ under the laws of Minnesota.

NOTARY PUBLICBY:

20

GRANTORSTATE OF MINNESOTA

BY: MATT MASSMANCommissioner of Administration

DATE:

STATE OF MINNESOTA }} ss.

COUNTY OF }

The foregoing was acknowledged before me this day of , 2018, by MATT MASSMAN, Commissioner of Administration, on behalf of the State of Minnesota.

NOTARY PUBLICBY:

This instrument was drafted by:

MN Department of Administration309 Administration Building50 Sherburne AvenueSaint Paul MN 55155

21

Exhibit A

Property Legal Description

Lots 9, 10 and 11, that part of Lot 12, Block 2, Dayton's Addition, and that part of the South half of the adjoining alley, vacated, and that port of the North half of adjoining Thirteenth Street, vacated, all described as beginning at a point on the center line of said alley distant 5.13 feet West from the intersection of said center line with the extension South of the West line of Lot 4 in said Block 2, thence West along said center line to on intersection with the extension North of the West line of said Lot 12; thence South along the extension of said West line to the Northwest corner of said Lot 12; thence West along the North line of said Lot 9 to the Northwest corner of said Lot 9; thence South along the West line of said Lots 9, 10 and 11 to the Southwest corner of said Lot 11; thence East along the South line of said Lot 11 to an intersection with a line extending from a point on the South line of Lot I 0, Block 5 in said addition 9.83 feet East from the Southwest corner of said Block 5 to the Northwest corner of said Block 2; thence Southerly along said lost described line to on intersection with the center line of said Thirteenth Street; thence Easterly along said center line to an intersection with a line extending from the point of beginning through a point on the South line of said Lot 12 distant 148.86 feet West from the Southeast corner of said Block 2; thence Northerly along said last described line and its extension to the point of beginning.

AND

Lot 16 and Those parts of Lots 12 and 13, Block 2, Dayton's Addition, and that port of the North half of adjoining Thirteenth Street, vacated, all described as beginning at the Northeast corner of said Lot 16: thence West along the North line of said Lot 16 and its extension to an intersection with a line extending from a point on the South line of said Lot 12 distant 148.85 feet West from the Southeast corner of said Block 2 to a point on the center line of the alley in said Block 2 distant 5.13 feet West from the intersection of said center line with the extension South of the West line of Lot 4 in said Block 2, both of which points on said center line are marked by Judicial Landmarks set pursuant to Torrens Case No. 10328; thence Southerly along said lost described line and its extension to an intersection with the center line of said Thirteenth Street; thence Easterly along said center line to an intersection with the extension South of the East line of said Lot 16; thence North along said last described line and its extension to the point of beginning.

AND

That part of Thirteenth Street. vacated, lying Westerly of the extension North of the East line of Lot 1, Block 5 Dayton's Addition and Easterly of the line extending from a point on the South line of Lot 10, Block 5 distant 9.83 feet East from the Southwest corner of said Block 5 to the Northwest corner of Block 2.

22

Exhibit B

Grantee Property Legal Description

Lots 1 to 15, inclusive, Block 5 Dayton’s Addition and that part of the alley, vacated, in said Block 5 lying between the extensions across said alley of the East and West lines of said Block in Dayton’s Addition, except and excluding any part of the adjoining Thirteenth Street, vacated, located in Ramsey County Minnesota.

23

Exhibit C

Easement Legal Description and Depiction

The south half of that part of Thirteenth Street, vacated, lying Westerly of the extension North of the East line of Lot 1, Block 5 Dayton's Addition and Easterly of the line extending from a point on the South line of Lot 10, Block 5 distant 9.83 feet East from the Southwest corner of said Block 5 to the Northwest corner of Block 2.

24

25

Exhibit C

Monitoring Well Locations

26

27