02-230"°'� � � Council File # �Z-Z3
� Green Sheet # 713266
RESOLUTION
CiTY OF SAINT PAUL, MI��TA �J�
7 . � // 2 �'
Presented By
Referred to
Committee: Date
1 WHEREAS, a City park was operated by the Division of Parks and Recrearion from 1980-2000 as part of certain
2 real estate located in downtown Saint Paul which is commonly lmown as Town Square Park; and
3 WHE12EA5, although the park has been closed to the public since January 1, 2001, the City of Saint Paul, through
4 its Division of Parks and Recreation, maintains ownership of the "garden" level of Town Squaze Park; and
5 WHEREAS, the Division of Parks and Recrearion was contacted by Plaza Cafe, via its owner Michael Wong,
6 which proposed that it lease space for their use of the property as a banqueUmeeting facility and also potential fuhue
7 expansion to include a restaurant; and
8 WI�EREAS, the lease as proposed assigns the City's ongoing financial liability for operaring costs to the proposed
9 tenant, eliminating a liability due to the building's property manager which amounted to $11,940 a month in 2001; and
10 WHEREAS, the Division of Parks and Recreation desires to enter into a Lease Agreement with Michael Wong,
11 acting as the president of Town Square Garden Incorporated, for the use of the "garden" level of Town 5quare Park; and
12 WHEREAS, Section 85.13(a) pernuts the Council by resolution to waive one or more of the requirements of the
13 Chapter; and
14 WHEREAS, no City employee or employees have performed any of the functions to be contracted out in the last
15 year at this site, and no City employees will be laid off, reduced in hours, benefits or pay, demoted or transfened
16 involuntarily as a result of this Agreement; now, therefore, be it
17 RESOLVED, that city officials are authorized to enter into the attached Lease Agreement with Town Squaze
18 Garden Incorporated for the use of the garden level of Town Square Park, notwithstanding the requirements of Saint Paul
19 Legislanve Code Chapter 85.
Requested by Department of:
Recreation
Certified by Council Secretary
Form Approved by
By:
Mayor for
By:
Adopted by Council : Date j� }O d'a�
V
DEPARTMENi/OFFICE/COUNCII DATE INITIATED
GREEN SHEET � �' NO. 113266
Parks and Recreation February 71, �/
2002 U�-�j`d
COMACT PEflSON AND PHONE L RI AT C INITIAL/DATE
Mike Hahm - 266-6444 � DEPAfiTMENr DIRELTOR •_ I/ � 4 Cm' COUNCIL
ASSIGN �
NfIM6FA FOH Z CfiY ATTORNEY _CITY CLERK
MU5T BE ON COUNCIL AGENDA BY �DAT� p�p�� _PINANCIAI SEfiVICES DIR.
March 20, 2002 3 MAYOft IOfl ASS�5iAM7 5�.��E 1��
TOTAL # OF SIGNATURE PAGES � ICLIP ALL LOCAiIONS f-0R SIGNA"NAEI �1AR Q i ZCa2
T �J
° T
ACTION REQUESiED: �
Authorizing the Division of Parks and Recreation to enter into a Lease Agreement with Town Squase Garden
Incorporated to operate a banquet/meeting facility at Town Square Park.
ftECOMMEN�ATIONS: Approve (AI or qeject IF) PENSONAL SERVICE CONTIiACTS MUST ANSWER THE FOLLOWING QUESTIONS:
PLANNING COMMISSION _CNIL SERVICE GOMMISSION �, Has this personRirm ever work¢d untler a conttact far this tlepartment?
-- CIBCOMMITTEE VES NO
Q STAFF 2. Has this person/fvm ever 6een a cRy emplpyee2
YES NO
DISTPICT COUNCIL
— — 3. Does this person/tirm possess a skill not normaily possassed by a�y current city employee?
$UPPORTS WHICH COUNCtL OBJECTNE> YES NO
Ezplain a0 yes answers on separote sheet and attach to green sheet.
INITIATING PROBLEM, ISSUE, OPPORTUNITV (Who, What When, Where, Why):
The Division of Parks and Recreation wishes to enter a Lease Agreement with Town Square Garden Incorporated. The
agreement will allow Town Square Garden Incorporated to operate the property as a banquet facility and also potentially
expand services to include a restaurant.
AOVANTAGESIFAPPROVED:
Town Square 6arden lncorporated will assume the financiaf tiabitity for operating costs related to the property. In
2001, these costs totaled 511,940 per month. The operating costs are an unfunded liability, as the Town Square
budget was eliminated as a 2002 reduction in anticipation of divesting the property. Events will return to Town Square,
creating related increases in revenues for parking ramps and hotels.
�ISADVANiAGE51f APPROVED: { �
i �La{�i�{ ����,�.I
None
�`ir.it .„, d GlD18L
OISAOVANTqGE51F NOT APPROVEO:
The Division of Parks and Recreation will continue to incur annual operating expenses for this property of approximately
$150,000+. These costs are incurred even though the facility is closed to public use. `
TOTAL AMOUNT OF TRANSACTION S S 150.000 + CO5T/REVENUE 6UDGEfED (CIqCLE ONE) VES NO
FUNDING SOURCE Town SaUare Garden Incorporated ACTIVRY NUMBEN 03140
FINANCIAL INFORMATION: (EXPLAIN)
S v�b S� ���..` G-�wrc� e10 � 3-o O� � a- o� 30
AGREEMENT OF LEASE
TJG 31182002
THIS AGREEMEN7 OF LEASE ("Lease") is made and entered into as of April 1, 2002, by and
between the CITY OF SAINT PAUL, a municipal corporation of Minnesota (�Lessor"), and Michael Wong, dba
TOWN SQUARE GARDEN, fNCORPORATED, ('TenanY').
BACKGROUND
The Town Square Project has been constructed upon certain real estate (collectively, the "Building")
located in downtown St. Paul, Ramsey County, Minnesota, between 6m Street, 7� Street, Cedar Street, and
Minnesota Street.
The Town Square Project is comprised of an underground parking ramp, a retail mall, a hotei, two
o�ce towers, �and a public park.
Lessor owns the public park portion of the Town Square Project as shown on Exhibit A attached
hereto. • ,
The Building is subject to certain restrictions burdening and benefiting the respective owners and
property (" the Declaration").
Lessor desires to lease to Tenant the public park portion of the Town Square Project known as the
Town Square Park ("Leased Premises") as shown on said Exhibit B.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
I. SUBMISSION OF LEASE. The submission of the Lease Eor examination does not constitute
a reservation of or option for the Leased Premises, and this Lease shall become effective as a Lease only
after City Council approval and upon execution and delivery thereof by Lessor and Tenant, and Guarantor, if
as�y.
2. THE LEASED PREMISES. Lessor leases to Tenant, and Tenant rents of and from Lessor,
the Leased Premises.
3. TERM. The term of this Lease shall be for a period of FIVE (5) years commencing APRIL 1,
2002, and terminating MARCH 31, 2007, unless terminated earlier as provided herein. Tenant may terminate
this Lease as of December 31, 2002, without cause.
4. BASE RENT AND OPERATING EXPENSES. Tenant shall pay monthly to Lessor, payable
at the address designated in this Lease for service of notice upon Lessor, or at such ofher place as Lessor
may designate in writing to Tenanf, as Base Rent, exclusive of any other charge to be paid by Tenant, a sum
equal to 10 percent of Gross Receipts for the prior month. For purposes of this Agreement, Gross Receipts
shall mean all revenues and income of any kind properly accrued and derived, direct(y or indirectly, from the
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Tenants operations, including, without limitation, all revenues derived from the sale of food and beverages
and a11 rents or fees payable to Tenanl by users of the Leased Premises. Tenant shaif report monthly its
Gross Receipts to Lessor prior to the 2Qm day of the following month. Lessor may request reasonable
additional information from Tenant and may audit TenanYs books and records annually.
OPERATING EXPENSES. The Annual Rent shali consist ofi Base Rent as set forth above,
and Operating Expenses. Tenant shall pay when due all Operating Expenses. The term "Operating
Expenses" hereby is defined to mean ali expenses including capital improvements incurred or paid in
connection with Town Square Park (Leased Premises), and expenses which for federal income tax purposes
may be deducted as an expense, incfuding, but not limited to, the following: all assessments paid or incurred
by Lessor pursuant to the Town Square Declaration or any other assessment or common area charge which
would otherwise be payable by Lessor as a cost connected wifh Town Square Park, alf real estate taxes and
all instaliments of assessments, and any taxes in lieu thereof, which may be levied upon or assessed against
the Leased Premises and its common areas due and payable during each lease year; rental taxes; all
insurance which Lessor deems necessary or advisable to oblain and maintain in connection with the Leased
Premises and all insurance premiums required to be paid under the Declaration; permit and inspection fees;
electricity; heating; air conditioning; water; sewage usage or rental; utilities; supplies and materials; labor;
maintenance and Yepairs including window and glass replacement caulking or other repairs; landscaping;
janitorial and securiiy services; professional fees reasonabiy related to the operation of the Building and its
common areas; reasonable fees for management of the building and its common areas in the amount which
is within the parameters which is generally accepted in the Metropolitan St. Paul — Minneapolis area for quality
management of a comparable facility. Tenant shali pay to Lessor 1/12 of the estimated annual operating
expenses on the flrst day of each month with Base Rent. Lessor shail notify Tenant of the monthly estimate
due for Operating Expenses, Annualiy Lessor shali notify Tenant of the actual operating Expenses for the
prior year. If Tenant has paid less than the total costs incurred for Operating Expenses for the Leased
Premises, it shall within 15 days pay in full the deficiency. If Tenant has paitl more than the total costs
incurred for Operating Expenses for the Leased Premises, it shall receive a credit against future Operating
Expenses. From April 1, 2002 through December 31, 2002 Lessor shall provide Tenant a monthly credit to
the Operating Expenses by an amount of $10,000 per month.
Tenant acknowledges that the Operating Expenses are determined in part by the management of
Town Square retail maf{. Pursuant to certain tlocumentation inciuding a Management Agreement dated
August 1, 1982 and an Operating Agreement dated December 31, 1989, certain costs associated with the
operation of Town Square Project are incurred by the Owner of Town Square ("OTS") and are reimbursed by
the Lessor. Tenant acknowledges that such costs wili increase as a result of its occupancy and use of the
Leased Premises and Tenant shalf pay any increase in such costs resulting firom TenanYs use of the Leased
Premises. Specif+ca(ly, and without (imitation, Tenant shall pay any increased expense as a resu{t of its use of
the Leased Premises outside of the normal operating hours of Town Square.
Notwithstanding anything herein to the contrary, the OTS shall have no obligation to provide any
services including, but not {imited to, maintenance, repair, heating, cooling, cleaning, tlock access, electricity
or security beyond what is specifically set forth in its written agreements with the Lessor in accordance with
the terms of those written agreements.
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CREDIT. Tenant shall receive a credit against the Base Rent of 10 percent of Gross
Receipts for Operating Expenses paid as set forth above, and the cost of capital impravements paid for by
Tenant provided that said improvement was approved in writing by Lessor prior to installation, and shail only
be required to pay cash to Lessor if 10 percent of Gross Receipts exceeds the amount paid by Tenant for
Operating E�enses. It is understood by the parties that Lessor shall not be obligated to expend any funds
for any purposes wfiatsoever for the operation and maintenance of the Leased Premises, incfuding but not
limited to capital costs.
5. TENANT'S WORK. Tenant at its cost and expense, and with no right of reimbursement from
Lessor, shall do afl work and make all installations ("Tenant's Work") deemed necessary by Tenant for its use
and occupancy of the Leased Premises. All contracts entered into for any such improvements shall require
the contractor to fumish to Lessor a performance and payment bond in accordance with Minnesota Statutes
Section 574.26, subject to the $10,000.00 minimum provitled by such Section. All plans for TenanYs Work
(other than non-material improvements or alterations or routine maintenance) must be approved in writing by
•.. Lessor prior to commencement of construction which approval wiVl not be unreasonably withheld. Prior to
commencement of construction, (other than non-material improvements or alterations or routine
maintenance), Tenant shall tleposit wifh Lessor for disbursement by Lessor sufficient funds for the payment of
all of TenanYs Works. In lieu of a cash deposit, Tenant may provide a letter of credit in form and drawn on a
financiai institution acceptabfe to Lessor. Tenant shall obtain ail necessary permits for Tenants Work.
6. USE OF LEASED PREMISES. Tenant, shall use the Leased Premises for a restaurant,
cooking classes, and for educafional, cuitural and business associafion meetings, parties, receptions and the
serving of food and afcoholic beverages. Tenant shall obtain at its expense all licenses and permits
necessary for its operations.
Subject to the Minnesota Indoor Clean Air Act, TenanPs customers, guests or invitees shall be,
unless prohibited by law, or by Town Square's rules and regulations, which may change from time to time,
permitted to smoke tobacco in the Leased Premises.
Tenant shall not permit the use, generation, release, manufacture, refining, protluction, processing,
storage, or disposal of any Hazardous Substance by Tenant on, under, or about the Leased Premises, or the
transportation to or from the Leased Premises ofi any Hazardous Substance by Tenant, except as specifically
set fosth in this Lease or as aliowed under applicable laws.
For purposes of this Lease, "Hazardous Substance" means any substance designated pursuant to
the Clean Water Act, Title 33 U.S.C. Section 1321, any element, compound, mixture, solution or substance
designated pursuant to the Comprehensive Environmentaf Response, Compensation and Liability Act, Titie
42 U.S.C. Section 9602, any hazardous waste having the characteris6cs iden6fied under or listed pursuant to
the Solid Waste Disposal Act, Title 42, U.S.C. Section 1317(a), any hazardous air pollutant listed under
Section 112 of the Clean Air Act, Tifle 42 U.S.C. Secfion 7412, any imminently hazardous chemical substance
or mi�ure with respect to which the Administrator of the Environmentaf Protection Agency has taken action
pursuant to Section 7 of the Toxic Substa�ces Control Act, Title 15 U.S.C. Section 2606 and any "Hazardous
Waste", "Hazardous Substance," "Pollutant or ContaminanY' as defined in the Minnesota Environmental
Response and Liability Act, Minnesota Statutes, Section 115B.02. The term also inciudes, but is not limifed to
polychlorinated biphenyls, asbestos, urea fiormaldehyde or related substances.
21577.3.
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Tenant sha11, at TenanYs own expense, comply with afV faws regulating the use, generation, storage,
transportation, or disposal of Hazardous Substances ("Laws").
Tenant shall, at Tenant's own expense, make ali Submissions to, provide all information required by,
and comply with all requirements of all govemmental authorities (the "Govemment") under the Laws.
Should any Govemment or any third parry demand that a cleanup plan be prepared and that a clean-
up be undertaken because of any deposit, spiff, discharge, or other refease of Hazardous Substances by
Tenant that occurs during the term of this Lease, at or from the Leased Premises, or which is caused by
Tenant through Tenan£s use or occupancy of the Leased Premises, then Tenant shall, at 7enanYs own
expense, prepare and submit the required plans and all related bonds and other fiinancial assurances; and
Tenant sha{I carry out all such cleanup plans to the extent and level required by the Govemment.
Tenant shall promptly provide all information regarding the use, generation, storage, transportation,
or disposal of Hazardous Substances that is requestetl by the Lessor. 1f Tenant tails to fulfill any duty
imposed under this Paragraph 6 within a reasonable time, the Lessor may do so after providing notice to
Tenant and a reasonable fime to allow Tenant to cure and, in such case, Tenant shall cooperate with the
Lessor in order to prepare all documents the Lessor reasonably deems necessary or appropriale to determine
the applicability of the Laws to the Leased Premises and TenanYs use thereof, and for compliance therewith,
and Tenant shall execute all documents required by law to be executed by Tenant promptly upon the Lessors
request. No such action by the Lessor and no attempt made by the Lessor to mitigate damages under any
law shalf constitute a waiver of any of Tenanfs obligations under this Paragraph 6.
Tenant shall indemnify, defend, and hoid harmless the Lessor and its respective officers, directors,
berteficiaries, shareholders, partners, agenls, and empfoyees from a11 fines, suits, procedures, claims, and
actions of every kind, and al! costs associated therewith (including attorneys' and consultants' feesj arising
soisly out of or connected with any deposit, spill, discharge, or other release of Ha�ardous Substances by
Tenant that occurs during the term of this Lease at, on, or from the Leased Premises, or which is caused by
Tenant through TenanYs use or occupancy of the Leased Premises, or from Tenant's failure to provide all
information, make all submissions, and take ail steps required by the Govemment under the Laws and ali
other environmental laws.
TenanYs and �essor's obligations and liabilities under this Paragraph 6 shafl sunrive the exQiration of
this Lease.
7. RULES AND REGULATIONS. TenanYs use of the Leased Premises shall be subject to the
RULES AND REGULATIONS attached as Exhibit C, the terms and canditions of this Lease, and the
Declaration.
8. INTENTIONALLY OMITTED.
9. REQUIRED PAYMENTS ARE "RENT"; iNTERES7 ON LATE PAYMENTS; BAD CHECK
CHAftGE. In addition to Base Rent, all other payments required to be paid by Tenant to Lessor under the
provisions of this Lease shall be deemed to be and shaii become additionai rent, whether or not the same be
21577.3.
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designated as such. All provisions dealing with abatement of rent shall be construetl to permit the abatement
of annual Base Rent and additional rent, except to the extent specifically provided to the contrary.
All payments required to be paid by Tenanf to Lessor under the provisions of this Lease shall bear
interest at a rate of eighteen percent (18°/0) per annum if Tenant is a corporation, or such lower rate required or
higher rate allowed by said stafute, as amended, if Tenant is other than a corporation, commencing five (5)
days after the due date of each payment and continuing until the date actually paid by Tenant.
10. TAXES, ASSESSMENTS, UTILITIES AND SERVICES. Tenant hereby agrees that it is
Tenant's sole responsibility to provide for and to pay any and all charges for taxes, including personal property
taxes levied for its use of the Leased Premises under Minnesota Statutes, Section 272.01 Subdivision 2.,
instaliments of assessments, even though said taxes and assessmenfs are payable after the termination of
this Lease, and utilities or other services to the Leased Premises which are billed directly to Tenant.
11. RELEASE OF LESSOR; INDEMNIFICATION OF LESSOR. Personal property of Tenant of
any kintl that may be on or at the Leased Premises shall be at the sole risk of Tenant, or those ciaiming
through or under Tenant. Lessor shail not be liable for any negiigence on the part of Tenant, its agents,
contractors, licensees, or invitees; or for any nuisance resulting from the use of the Leased Premises by
Tenant, its agents, contractors, licensees, or invitees. In atldition to matters related to Hazardous Substances
which are subject to Section 6 hereof, Tenant shall indemnify and save harmless Lessor against all liabilities,
tlamages, claims, fines, penalties, costs and other expenses, inclutling reasonable attorneys' fees (collectively
"Indemnified Liabilities"), which may be imposed upon, incurred by, or asserted against Lessor by reason of
the foflowing:
(a) Any use of the Leased Premises or any parf thereof by Tenant, its agents,
contractors, licensees, or invitees.
(b) Any breach or default on the part of Tenant in the performance of any covenant or
agreement on the parf of the Tenant to be performed pursuant to the terms of this Lease, including,
without limitation, any claims arising out of or any way related to the Americans with Disability Act of
1992, 104 Stat. 327 (July 26, 1992).
In the case that any action or proceeding is brought against the Lessor or any of its agents or assigns
by reason of any ciaim identified in this Paragraph 11, the Tenant shall, upon notice from Lessor, resist or
defend such action or proceeding by counsel reasonably satisfactory to Lessor. Notwithstanding any other
provision of this Lease, the foregoing releases and obligations of indemnity of Tenant shall not include claims
resulting from the negligence or willful misconduct of, or breach of this Lease by, Lessor, its agents or
employees, and Lessor will indemnify and save harmless Tenant against all liabilities, damages, claims, fines,
penaities, costs and other expenses, including reasonable attomeys' fees which may be imposed upon,
incurred by, or asserted against Tenant by reason of the foregoing.
12. WAIVER OF SUBROGATION. Lessor waives its righf of subrogation for damage to the
Leased Premises, the contents therein, loss of use thereof, and/or loss of income. Tenant waives its right of
subrogation for damage to property in the Leased Premises, loss of use thereof, loss of income andlor
accounts receivable. Prior to the commencement date, and as often as may be necessitated thereafter due
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to change in insurance, Tenant shaff provide to Lessor acknowledgment by Tenanf's insurer or insurers of the
foregoing waiver of ifs right of subrogation; provided, however, the failure by Tenant to provide such
acknowledgment shall not negate 7enant's waiver of its right of subrogation.
13. CARE OF LEASED PREMISES BY TENANT. Tenant shall maintain the Leased Premises
in a clean, sanitary and safe condition reasonable under the circumstances and the intended use of the
Leased Premises for meetings, parties, receptions and the serving of food and beverages. If after two (2)
business days' notice and opportunity to cure, Tenant fails to keep and presenre the Leased Premises in the
state of condition required by the provisions of this Lease, Lessor, at its option, may put or cause the same to
be put in the condition and state of repair agreed upon, and in such case, Tenant, on demand, shall pay the
costs thereof plus an amount equal to fifteen percent (15%) of such expenditures for overhead and
supervision.
14. ALTERATIONS AND IMPROVEMENTS BY TENANT. Subsequent to Tenant's Work,
Tenant shafl not make any materiai changes, adtlitions, and improvements to the Leased Premises without
the prior written consent of Lessor. All alterations performed at the direcfion of Tenant shall be subject to the
requirement of a performance and payment bond as set forfh in Paragraph 5 above.
15. MECHANICS LIENS. Tenant shall pay timely for labor and material furnished to Tenant in
connection with work of any character performed on the Leased Premises, at the direction or with the consent
of Tenant. Tanant shal{ not permit any mechanics or simi4ar liens to remain upon the Leased Premises
incident to the foregoing. However, Tenant may contest the validity of such lien or claims, provided, Tenant
shall give to Lessor, if required by Lessor, reasonable security to insure payment and to prevent any sale,
foreclosure or forfeiture of the Leased Premises by reason of such non-payment. Upon a final determination
of the validity of any such lien or claim, Tenant shall immediately pay any judgment or decree rendered
against Tenant or Lessor, including but not limited to, all proper costs and charges, and shall cause such lien
to be released of record without costs to Lessor.
16. LESSOR'S ACCESS. Lessor, its agent, employees and/or contractors, antl OTS shall have
the right to enter the Leased Premises at all reasonab4e times for the purpose of inspection and at anytime far
emergency purposes, providetl, that such entry shall be accomplished in a manner that will cause as little
interference with and inconvenience to the TenanYs use as is reasonable under the circumstances. Any
interference with or inconvenience to the Tenant arising out of the exercise by Lessor of the rights set forth in
this paragraph shall not constitute a breach by Lessor of any of its agreemenfs in this Lease, and shall not
result in any diminution of rent or liability on the part of Lessor by reason of inconvenience, annoyance or
injury to TenanYs business, ff Tenant is in default of this Lease, Lessor, or its agents, shall have the right to
exhibit the Leased Premises to prospective tenants or to prospective purchasers at any fime. Except as
provided herein Lessor shall not enter onto the Leased Premises or place property or their items on the
Leased Premises.
17. TENANT'S INSURANCE. Tenant shall obtain and keep in force, at Tenant's expense, for
the term of this Lease, and any extension or renewal thereof, the following insurance.
21577.3.
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A. Such fire and casualty insurance as Tenant shall deem necessary or desirable covering
TenanYs stock in trade, fixtures, fumiture, files, documents, compu!e�s, equipmenf, signs,
and afl ofher instalfaflons, improvements and betterments made by or for Tenant, on or abouf
the Leased Premises.
B. Tenant hereby agrees to defend, indemnify and holtl the Lessor and any of its officers,
agents and employees harmless from any claims, damages, or causes of action arising from
the use and operations of leased Premises by Tenant, its agents; officers, or employees.
Tenant shall provide at its own cost antl expense, liebility insurance naming the Lessor as an
additional insured thereon. Insurance shall cover injury to persons or property in an amount
not less than the limits of the Lessor's liability as set forth in Minn. Stat. §466.01 et seq
(currently $300,000 individual, $1,000,000 aggregate). Tenant shall provide evidence of
such coverage to the Lessor upon execution of the agreement. Nothing in this provision
shail be construed in any manner as a waiver by the Lessor of its statutory limits of liability,
y immunities or exceptions. Tenant shall be obligated to maintain such coverage in fuli force
and effect at al! times that this Lease Agreement is in effect, and failure to do so shali be a
breach thereof.
C. Liquor Liability Insurance required under Chapter 340A of Minnesota Statutes, with Lessor
named as an additional insured.
D. Any other standard insurance policy as may be required reasonably by Lessor from time to
time.
Said insurance required pursuant to the provisions of this paragraph shall be issued by an insurance
company iegally authorized to tlo business in the State of Minnesota; shali be in a form satisfactory to Lessor;
and shali provide for at least thirty (30) days' notice, by certified mail, retum receipt requested, to Lessor
before canceliation, termination, non-renewal or change of such insurance. Evidence of said insurance shail
be provided to Lessos upon request upon occupancy of the Leased Premises.
18. DAMAGE BY FIRE OR OTHER CASUALTY. Tenant, immediately upon TenanYs discovery
thereof, shalf give notice to Lessor of any damage caused to the Leased Premises by fire or other casualty.
19. ASSIGNMENT OR SUBLEASE. Tenant may not, voluntarily or by operation of law, assign
or transfer this Lease, or sublease the whole or any part of the Leased Premises without the prior written
consent of Lessor,
20. NOVATION IN THE EVENT OF A SALE BY LESSOR. In the event of the sale of the
Leased Premises, Lessor shall be and hereby is relieved of all ofi the covenants and obligations created
hereby except as expressly provided herein and such sale shall result automatically in the purchaser
assuming and agreeing to carry out all the covenants and obligations of Lessor herein; provided, however,
thai Lessor shafl not be released from any claim or obligation resulting from a default of Lessor ot otherwise
incurred by Lessor hereunder (including, but not limited to, obligations of Lessor pursuant to paragraph 6
hereofl prior to the date of such sale.
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21. ESTOPPEL CERTIFICATE. Within ten (10) days after request fherefore by Lessor, or in the
evenf that upon any sale, transfer, or financing an Estoppel Certificate shali be requested from Tenant,
Tenant hereby agrees to deliver in recordable form an Estoppel Certificafe to the Lessor, any proposed
purchaser, transferee or lender, certifying to such correct facts relating to this Lease as may be requested
reasonably by Lessor.
22. REMEDIES OF LESSOR. In the event that during the term of this Lease any of the foilowing
occur.
A. Tenant shall have failed to pay any installment of rent or any ofher charge provided herein,
or any portion thereof, when the same shall be due and payable, and the same shall remain unpaid
for a period of five (5) days after the same is due;
B. Tenant shall have failed to compfy with any other provision of this Lease, and shall not have
cured such failure within thirty (30) tlays after Lessor, by written notice, has informed Tenant of such
noncompfiance; provided, however, in the case of a default which cannot be cured with due diligence
within a period of thirty (30) days, Tenant shall have such additional time to cure such default as may
be reasonably necessary, provided Tenant proceeds promptiy and with due diligence to cure such
default aSt�r receipt of said notice; or
C. Tenant shall make an assignment for the benefit of creditors or be adjudicated bankrupt;
then Lessor upon writfen notice to Tenant may elect either (i) to cancel and terminate this Lease, and
this Lease shall not be treated as an asset of Tenant's estate, or (ii) to terminate Tenant's right to
possession only without cancefing and terminating TenanYs continued liability under this Lease.
Notwithstanding the fact that initially Lessor elects under (ii) to terminate Tenant's right to possession
only, Lessor shali have the continuing right to cancel and terminate this Lease by serving five (5)
days written notice on Tenant of such further eiection, and shaff have the right to pursue any remedy
at law or in equity that may be available to Lessor.
In the event of election under (ii) to terminate TenanYs right to possession only, Lessor may, at
Lessor's option, enter into the Leased Premises and take and hold possession thereof, without such entry and
possession terminating this Lease, or releasing Tenant, in whole or in part, from Tenanfs obligation to pay the
rent hereunder for the full stated term. Upon such re-enfry, Lessor may remove al! persons and property from
the Leased Premises, and such property may be removed and stored in a pubiic warehouse or elsewhere,
and, wiih respect to property of Tenant oniy, at the cost of and for the account ofi Tenant, without becoming
liable for any loss or damage which may be occasioned thereby. Such re-entry shall be conducted in the
following manner: without resorf to judicial process or notice of any kind in the situation where Tenant has
abandoned or volur�tarily surrendered possession of the Leased Premises; and, othenvise by resort to judiciaV
process. Upon and after entry into possession without termination of the Lease, Lessor may, but is nof
obligated to, relet the Leased Premises, or any part thereof, to any person, firm, or corporation, other than
Tenant, for such rent, for such time and upon such terms as Lessor, in Lessor's sole discrefion shall
determine, but Lessor shall not be required to accept any tenant offered by Tenant or to observe any
instrucfion given by Tenant about such refetting. Lessor may make alterations and repairs, and redecorate
the Leased Premises to the extenf deemed by Lessor necessary or desirable.
21577.3.
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Upon such re-entry, Tenant shall be liable to Lessor as follows:
a. for the unpaid installments of rent and ofher unpaid sums which were due prior to
such re-entry, which sums shalf be payable forthwith;
b. for the installments of rent and other sums falling due pursuant fo the provisions of
this Lease for the periods after re-entry during which the Leased Premises remain
vacant, which sums shall be payable as they become due hereunder;
c. for al( e�enses, inc(uding attomeys' fees, which shall be payable by Tenant as they
are incurred;
d. while the Leased Premises are sub}ect to any new lease or leases made pursuant to
this paragraph, for the amount by which the monthiy installments payabfe under
'� such new lease or leases is less than the monthly installment for all charges payable
pursuant to this Lease, which deficiencies shall be paya6le monthly; and
e. � for interest upon alf of the fioregoing as provided in this Lease.
No such re-entry or taking possession of the Leased Premises by Lessor shall be construed as an
election on its part to terminate this Lease unless a written notice ofi such intention be given by Tenant.
If Tenant shall default in the performance of any covenant requiretl to be performed by it under this
Lease, taking into consideration the grace periods provitled in this paragraph, Lessor may perform the same
for the account and at the expense of Tenant. If Lessor at any fime is compelled to pay, or elects to pay, any
sum of money by reason of the failure of Tenant to comply with any provision of this Lease, or if Lessor is
compelled to incur any expense, including reasonabie attorneys' Pees, in instituting, prosecuting or defending
any action or proceeding instituted by reason of any default of Tenant hereunder, the sum or sums so paid by
Lessor shall be due from Tenant to Lessor on the next date following the payment of such sums upon which a
regufar monthly rentaf payment is due, together with interest, at the rate as specified in this Lease.
No right or remedy herein conferred upon or reserved ta Lessor is intended to be exciusive of any
other right or remedy herein or by law provided, but each shaif be cumulative and in addition to every other
right or remedy given herein or now or hereafter existing at law or in equity or by statute.
23. ACCORD AND SATISFACTION. No payment by Tenant or receipt by Lessor ofi a iesser
amount than the payments required to be paid by Tenant shall be tleemetl to be other than on account of the
earliest rent and other charges required to be paid, nor shall any endorsement or statement on any check or
similar payment be tleemed an accord antl satisfaction, and Lessor shall accept such check or payment
without prejudice to Lessor's right to recover the balance of such rent or other required payment, or pursue
any other remedy providetl in this Lease. Accord and satisfaction, if any, shall be accomplished by a separate
document executetl by Lessor and Tenant.
24. DEFAULT BY LESSOR. Lessor shall not be deemed to be in default under this Lease until
Tenant has given Lessor written notice specifying the naiure of ihe defaull which Lessor is obfigated to cure,
21577.3.
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and Lessor does not cure such default within fen (10) days after receipt of such notice; provided, however, in
the case of a default which cannof be cured, with due diligence, within a period of ten (10) days, Lessor shall
have such additional time to cure such default as may be reasonably necessary, provided Lessor proceeds
promptiy and with due diligence to cure such default after receipt of said notice.
Lessor shall not be deemed to be in default in the performance of any of the provisions of this Lease
if such nonperformance is due to any govemmental restrictions, fire, acts of God, the elements, war, riot,
rebellion or any other cause beyond the reasonable control of Lessor. In the event Lessor fails to perform any
of its obligations under this Lease and Lessor fails to cure such default within the ten (10) day period provided
for above, Tenant's sole remedy shall be to terminate this Lease, by written notice to Lessor, and vacate the
Leased Premises. Tenant shall have no right to claim or collect any damages from Lessor or to pursue any
equitabie remedies, other than termination of this Lease.
25. CONDITION OF LEASED PREMISES AND LESSOR'S PROPERTY AT TERMINATION.
' At terminafion of this Lease, Tenant shall vacate antl tleliver the Leased Premises, all partitions,
improvements, alterations and ofher property of Lessor fo Lessor in as good order antl condition as the sams
were in on the commencement date or were thereafter placed in by Lessor or Tenant, reasonable wear and
tear excepted. Tensnt, however, is not obligated to remove Hazardous Substances existing or present on the
Leased Premises prior to the execution of the Lease. On or before the last day of the term of this Lease or
the sooner termination thereof, Tenant, at its expense, shall remove all of its equipment from the Leased
Premises, and any property not removed shall be deemed abandoned. To the extent TenanYs property is
removed pursuant to this paragraph, Tenant, at its cost and expense, shall repair any tlamage done to the
Leased Premised by such removal. It Tenant chooses not to remove its property, Lessor may require Tenant,
at TenanYs cost and expense, to remove its property and restore the Leased Premises to good condition and
repair.
26. RELATIONSHIP OF THE PARTIES. Nothing contained in this Lease shail be deemed or
construed by the parties hereto or by a third party to create the relationship of principal and agent or of
partnership or of joint venture or of any association whatsoever between Lessor antl Tenant, it being
expressly understood and agreed that neither the method of computation of rent, nor any other provisions
contained in this Lease, nor any act or acts of the parties hereto, shaii be deemed to create any relationship
between Lessor and Tenant other than the relationship of Lessor and Tenant.
27. NOTICES. All notices and communicafions of similar legal import from either Lessor or
Tenant to the other shall be in writing and shall be considered to have been duly given or served if sent by
first class certified or registered mail, retum receipt requested, postage prepaid, to the party or parties at its
address set forth below, or to such ofher address as such party may hereafter designate by written notice to
the other party or parties.
A. If to Lessor, to: City of Saint Paul
Department of Parks & Recreation
300 City Hall Annex
25 W. Fourfh Street
St. Paul, MN 55102
21577.3.
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B. If to Tenant, to: Michael Wong
c/o Patrick Chades Smith, Esq.
Lawyers Professional Building
3109 Heanepin Avenue South
Minneapolis MN 55408
28. DEFINITION OF LESSOR, TENANT AND GUARANTOR; JOINT AND SEVERAL
LIABILITY. The words "Lessor', 'TenanY' and "Guarantor" used herein shali include the plural thereto and the
necessary changes required to make the provisions hereof apply to corporations, partnerships, associations,
or men or women shall be construed as if made. If two or more parties are referred to collectively under one
designation, the liability of each shall be joint and several.
29. WAIVER. The receipi of rent by Lessor with knowledge of any breach of this Lease by
Tenant or of any default on the part of Tenant in the observance or performance of any of the obligations or
covenants of this Lease shall not be deemed to be a waiver of any provisions of the Lease. Payment of rent
by Tenanf wit� knowledge of any breach of this Lease by Lessor or of any default on the part of Lessor in the
observance or performance of any of the obiigafions or covenants of this Lease shall not be deemed to be a
waiver of any provision of this Lease. No failure on the part of Lessor or Tenant, as the case may be, to
enforce any'obligatfon or covenant herein contained, nor any waiver of any right hereunder by Lessor or
Tenant, as the case may be, unless in writing, shall discharge or invalidate such obligation or covenant or
affect the right of Lessor or Tenant, as the case may be, to enforce the same in the event of any subsequent
breach or default.
30. INVALIDITY. If any part of this Lease or any part of any provision hereof shall be
adjudicated to be void or invalid, then the remaining provisions hereof nof specifically so adjudicated to be
invalid sha41 be executed without reference to the part or porfion so ad'}udicated insofar as such remaining
provisions are capable of execution.
31. GOVERNING LAW. This Lease shall be subject to and governed by the laws of the State of
Minnesota, and all questions concerning the meaning and intention of the terms of this Lease and conceming
the valitlity hereof and questions relating to performance hereunder shall be adjudicated and resolved in
accortlance with the laws of thaf state, notwithstanding the fact that one or more of the parties now is or may
hereafter become a resident of a different stafe.
32. HEADfNGS. The headings of the paragraphs and subparagraphs ofi this Lease are for
convenience of reference only and do not form a part hereof antl shall not be interpreted or construed to
modify, fimit or amplify such paragraphs and subparagraphs.
33. CONDEMNATION. If all or a substantiaf part of the Leased Premises is taken in
condemnation proceedings instituted under the power of eminent domain or is conveyed in lieu thereof under
threat of condemnation, Tenant may elect to terminate this Lease as of the date the condemning authority
acquires title to the Property.
21577.3.
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34. PARTIES IN lNTEREST. This Lease shall inure to the benefit of and be binding upon the
heirs, executors, administrators, successors and assigns of Lessor; and shall inure to the benefit of, subject to
the provisions of Paragraph 19, and be binding upon the successors antl assigns of Tenant.
35. SHORT FORM LEASE. Neither party shall record this Lease without the written consent of
the other party; however, upon the request of either Lessor or Tenanf, the other party shall join in the
execution of a memorandum or so-calied "short form" of this Lease for the purpose of recordation. Said
memorandum or short form of this Lease shall describe the parties, the Leased Premises, the term of this
Lease, any special provisions, and shall incorporate this Lease by reference. Any fees required to be paid in
order to record such memorandum or short form of this Lease shall be paid by the party desiring to record
svch memorandum or short form of this Lease.
36. ENTIRE AGREEMENT; EXHIBITS. This Lease, including the Exhibits, contains the entire
agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, e�ension, or discharge is sought.
37. COUNTERPARTS. This Lease may be executetl in any number of counterparts, each of
which shall be deerr3ed to be an originai, but all of which shall constitute one and the same instrument.
38. HOLDING OVER. If after expiration of the Lease Term, Tenant remains in possession of
the Leased Premises with Lessor's permission (express or implied), Tenant shall become a tenant from month
to month only, upon ali the provisions of this Lease (except as to term and Base Rent), but the Base Rent
payable by Tenant shall be increasetl fo one hundred fifty percent (150%) of the Base Rent payabie by
Tenant at the expiration of the Lease Term. Such monthly Base Rent shali be payable in advance on or
before the first day of each month. If either party desires to terminate such month-to-month tenancy, it shall
give the other party not less than thirty (30) days advance written notice of the date of termination.
39. QUIET ENJOYMENT. Upon Tenant performing its obligations and covenants under this
Lease, Lessor hereby represents and warrants that Tenant shall have quiet enjoyment of fhe Leasetl
Premises and all of the rights and privileges free from any disturbance or interference but subject to rules,
ordinances, directives of governing authorities, the powers of eminent domain and to fhe terms and provisions
of this Lease.
40. BROKER'S COMMISSION. Tenant agrees to pay any brokerage commission due to
Patrick Charles Smith, and Lessor shall have no obligafion to pay any broker fees or real estate commissions
in connection with this Lease.
41. SECURITY. Tenant shall employ off duty Saint Paul Police Officers to provide security in
and around the Leasetl Premises for any private party or reception event scheduled to serve liquor, and any
event, excluding the restaurant and cooking classes, on the weekends or after 5:00 pm, Montlay through
Friday.
42. SECURITY DEPOSIT. Tenant shall deposit $30,000.00 with Lessor upon the execution of
this Lease as a securify deposit. Said security deposit shall be released to Tenant upon the termination of
this Lease and the performance by Tenant of all obligations untler the Lease.
2t 577.3.
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43. HOURS OF OPERATION. Tenant agrees fhat all evenfs will end no lafer than 1:00 am, and
will not commence any sooner than 7:00 am.
44. SUB-GQNTRACT. Upon request by Lessor, and subject to Lesso�s approval, Tsnant shall
provide a copy of all agreements and contracts between Tenanf, and any party who will assisf Tenant in
carrying out fhe terms and conditions of this Lease.
45. SMOKING. Lessor shall grant Tenant an exemption from Lessor's prohibition against
smoking in City-owned facilities.
Notwithstantling anything herein to the contrary, Tenant shall nof permit smoking outside of
the �eased Premises or in a manner that disrupts the use, occupancy and quiet enjoyment of other tenants in
the Town Square Project.
46. ` TRASH AND RUBBISH. Tenant shall not permit trash, waste or rubbish to accumulate in
any partion of the Town Square Projecf and sha11 promptly remove the same.
>
47: D6CK USAGE. Tenant shall use the docks only for the purposes of foading and unloading
commercial delivery vehicles in accordance with the OTS rules and regulations attached hereto as Exhibit D.
Tenant acknowledges that the rules antl regulations attached hereto as Exhibit D may be amendetl by the
OTS from time to time in the OTS's sole discretion. Tenant shall not permit any parking in the dock areas. In
the event that the Tenant requires access to fhe docks other than during normaf dock hours, Tenant shall
provide to OTS 48 hours advance written notice. OTS shail not be obligated to provide dock access unless
Tenant provides such advance notice. Tenant shaif be responsible for all costs associated with its use ofi the
dock areas. Tenant shall be permitted to use the rolling door located between Town Square Parking Ramp
and Town Square Project for deliveries, through the freight efevator, providing Tenant gives advanced notice
to Town Square Project security.
48. ACCESS TO LEASED PREMISES. Lessor has provided Tenant with keys to access the
Leased Premises. Any person presenting a key to 7own Square Project security shall be permitted access to
the Leased Premises. OTS and Lessor shall have no responsibility to Tenant for damage to or theft from the
Leased Premises and Tenant agrees to fully defend and indemnify the OTS and Lessor for all claims,
ailegations, law suits, arbitrations or other actions including OTS's and Lessor's attorneys' fees and costs
arising from or in any way related to Tenant's use of the Leased Premises.
49. QllIET ENJOYMENT. Tenant shall not engage in any activity which interferes with the use,
occupancy and right of quiet enjoymenf of other tenants and occupants of the Town Square Project.
50. NO THIRD PARTY BENEFICIARIES. Notwithstanding the foregoing and notwithstanding
anything herein to the confrary, the OTS shall be deemed to be a third party beneficiary of TenanPs
obligations and duties hereunder including, without limitation, Tenant's obligations under the Rules and
Regulations set forth in Exhibit C hereto.
21577.3.
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51, RIGHT OF TERMINATION. Notwithstantling anything herein to the contrary, Lessor (and its
successors and assigns) shall have fhe unconditional right fo terminate this Lease at its sole discretion and
without cause effective December 31, 2002. Lessor shall provide written notice of termination fo Tenant no
later than December 15, 2002. Upon such notice of terminafion, Tenant shall peaceably surrender the leased
premises in accordance with paragraph 25 of the Lease.
NO THIRD PARTY BENEFICIARIES. This Lease is made and enfered into solely for the benefit of
the parties and is not intended to create any right ofi any third party and no third parry will be deemed a
beneficiary hereof.
The parties hereto have duly executed this Agreement of Lease effective as of the date antl year first
above written.
Michael Wong CITY OF SAINT PAUL
' � dba, TOWN SQUARE GARDEN,INCORPORATED
gy � =— /„� t � sY
Its - � ' c' _ Its
��cri ���py—
By
Its
By
Its
Drafted by:
Terrence J. Garvey, #33674
1900 Landmark Towers
345 St. Peter St.
St. Paul, MN 55102
21577.3.
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EXHIBIT C
Rules and Regulations
A. The entrances, halls, corridors and loading areas of the Town Square Project ("the
Building") shall not be obstructed or used as a waiting or lounging place by Tenant,
and their agents, servants, employees, invitees, licensees and visitors. All entrance
doors leading from any demised premises to the hallways are to be kept closed at all
times. The outside areas immediately adjoining the leased premised shall be kept
ciear at all times by Tenant, and Tenant shall not place or permit any obstructions,
garbage, refuse, merchandise or display in such areas.
B. � In order that the Building may be kept in a state of cieanliness, Tenant shall, during the
term of each respective Lease, keep its Leased Premises and areas adjacent to it in
neat and clean order. Tenant shall not cause any unnecessary labor by reason of
• such TenanPs carelessness or indifference in the preservation of good order and
cleanliness of the demised premises. Tenants will see that (1) the doors are securely
locked, and (2) all water faucets and other utilities are shut off (so as to prevent waste
or damage) each day before leaving the demised premises. In no event shall Tenant
set any item, including rubbish in the public hallways or other areas of the property,
excepting TenanYs own Leased Premises.
C. All deliveries are to be made through the Town Square common area loatling docks.
All damage done to Building by the delivery or removal of such items, or by reason of
their presence in the Builtling, shall be paitl to Lessor upon demand, by Tenant, by,
through or under whom such damage was done. Tenant is to assume all risks as to
the tlamage to articles moved and injury to persons or public engaged or not engaged
in such movements, including equipments, property and personnel of Lessor or other
owners within the Building if damaged or injured as a result of acts in connection with
carrying out this seruice for a Tenant from the time of entering the property to
completion of work. Lessor shall not be liable for acts of any persons engaged in, or
any damage or loss to any said property of persons resulting from any act in
connection with such service performed by Tenant. There shail not be use in any
space, or in the public halls of the Building, either by Tenant or by jobbers of others, in
the delivery or receipt of inerchandise, any hand trucks, except those equipped with
rubber tires. Lessor retains the right to prescribe the weight and position of safes or
other heavy equipment.
D. The restrooms, toilets, urinals, wash bowls and water apparatus located in Leased
Premises shall not be used for any purpose other than for those for which they were
constructed or installed, and no sweeping, rubbish chemicals or other unsuitable
substances shall be thrown or placed therein. The expense of any breakage,
stoppage or tlamage resulting from vioiaiion(s) of this rule sha�i be borne by Tenant.
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E. No sign, light, name placard, poster advertisement or notice visible from the exterior af
any Leased Premises, shall be placed, inscribed, painted or affixed by Tenant on any
part of the Building without the prior written approval of Landlord. All signs or letterings
on doors or otherwise, approved by Lessor, shall be inscribed, painted or affixed at the
sole expense of the Tenant, or by a person approved by Lessor.
F. No signaling, telegraphic or telephonic instruments or devices, or other wires,
instrument or devices, shall be installed in connection with any Leased Premises
without the prior written approval of Lessor. Such instalfations, and the boring or
cutt+ng for wires, shall be made at the sole cost and expense of Tenant and under
control and direction of Lessor. Lessor retains, in all cases, the right to require (1) the
installation and use of such electrical protecting devices that prevents the transmission
of excessive current of electricity info or through the Building, (2) the changing of wires
and of their installation and arrangement underground or otherwise as Lessor may
direct, and (3) compliance on the part of all using or seeking access to such wires with
- such ru{es as Lessor may establish relating thereto. A11 such wires usetl by Tenants
must be clearly tagged at the distribution boards and junction box and efsewhere in the
Building with (1) the number of the Leased Premised to which saitl wires are used, (2)
• the purpose for which saitl wires are used, and (3) the name of the company operating
same.
G. Tenant, their agents, servants, employees, invitees, licenses, or visitors shall not,
without Lessor prior approval:
1) enter into or upon the roof of the Builtling or any storage, electrical or tefephone
closet, or heating, ventilation, air conditioning, housing areas;
2) use any additional method of heating or air conditioning;
3) sweep or throw any dirt or other substances into the corridors or from the Building;
4) bring in or keep in or about the Leased Premises any vehicles, bicycles,
motorcycles or animals of any kind; NO PETS ALLOWED.
5) install any radio or television antennas or any other device or item on the roof,
exterior wails, wintlows or windowsills of the Building;
6) deposit any trash, refuse, cigarettes, or other substance of any kind within or out of
the Building, except in the refuse containers provided thereof.
7) use any Leased Premises:
a) for any immoral or unlawful purpose;
b) for lodging or sleeping
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8) be permitted to operate any device that may produce an offensive odor, cause
noise, vibrations or air waves to be heard or felt outside the Leased Premises or
which may omit electrical waves that will impair radio, television or any other forms
of communication system. If two or more customers of the RadissonlTown Square
Hotel on any night that Tenant has an event that operates after 10 p.m. are
provided a free room because they have complained about noise caused by
Tenant, then Tenant will reimburse Hotel for the loss of revenues.
H. In no event shall any person bring into the Leasetl Premises or common areas of the
Building inflammables such as gasoline, kerosene, naphtha and benzene or
explosives or firearms or any other article of intrinsically dangerous nature. If by
reason of the failure of Tenant to comply with the provisions of paragraph 17, any
insurance premium payable by Landlord for all or any part of the Building shall at any
time be increased above normal insurance premiums for insurance not covering the
items aforesaid. Landlord shall have the option to either terminate the Lease or to
° require Tenant to make immediate payment for the whole of the increased insurance
premium.
I. � Tenant shall comply with all applicable fetleral, state and municipal laws, ordinances
and regulations and Building rules, antl shall not directly or indirectly make use of the
Leased Premises which may be prohibited thereby or which shail be dangerous to
person or property or shall increase the cost of insurance or require adtlitional
insurance coverage.
J. If Tenant desires signal, communication, alarm or other utility or service connection
installetl or changed, the same shall be made at the expense of Tenant, with approval
and untler direction of Lessor.
K. No canvassing, soliciting, distribution of hantlbills or other written material shall be
permitted in Town Square.
L. No auction, selling-out, bankruptcy or fire sales shall be conducted on or about the
leased premises without the prior written consent of Lessar.
M. Tena�t shall give Lessor prompt notice of all accidents to or defects in air conditioning
equipment, piumbing, electrical facilities or any part of appurtenances of the Leased
Premises.
N. Tenant, at its expense shall employ a professional pest exterminator to protect Leased
Premises, and trash area from vermin, insects and bugs.
0. Tenant shall not waste electricity or water and agrees to cooperate fully with Lessor to
assure the most effective operation of the Building's heating and air conditioning
system, antl shall not adjust any controls.
Tenant assumes full responsibility for protecting its space from theft, robbery, and
piiferage, which includes keeping doors locked and other means of entry to the space
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closed and secure. Lessor sha11 be in no way responsibie to the Tenant, its agents,
employees, or invitees for any loss of property from the Leased Premises or public
areas or for any damages for any property thereon from any cause whatsoever.
Q. Tenant shall not install and operate machinery or any mechanical devices of a nature
not directly related to TenanYs ordinary use of the premises without the written
permission of the Lessor.
R. No person or contractor shall be used to perform window washing, cleaning,
decorating, repair or other work in the premises without the express written consent of
Lessor. No hook, nails or screws shall be driven into or inserted in any part of the
Building without Lessor written consent.
S. Tenant agrees to properly maintain its ventilation and exhaust systems.
T. ` Prior written approval, which shall be at Lessor's sole discretion, must be obtained for
installation of any solar screen material, window shades, blinds, drapes, or other
similar equipment and any window treatment of any kind.
U. Lessor shall in all cases retain the right to control ar prevent access thereto by all
persons whose presence, in the judgment of the Lessor, shall be prejutlicial to the
safety, character, reputation or interests of the Builtling and its Tenants.
V, Tenant agrees to clean Leased premises, including kitchen and common areas
adjacent to Leased Premises within four hours after the end of each day.
W. Lessor reserves the right to rescind, make reasonable amendments, modifications and
additions to the rules and regulations heretofore set forfh, antl to make additional
reasonable rules and regulations as in Lessor's sole judgment, may from time to time
be needed for the safety, care, cleanliness and preservation of good order of the
Building.
X. Tenant shall semi-annuafly have its drains professionally cleaned and jetted.
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EXFiIBIT D
LOADING DOCK ANU DELIVERIES
LOADING DOCK AND DELIV.ERIES
AU deli.veries af marchandisa, equipment, supplies, atc., muet arri�e at the Laading Dock
and'6e moved via. the freight elav�tor. Dalivaries ar: not permitted ttvnugh any other
North Central Lifa Towar entranca, passenger elevators or escalator. _
The North Cenual Life Towe.*'s I.oading Aocl; ie loCated on t}ae concou*se levei. T�'ucks
and cars rasking deiiveries may enter the Loading Dock at the corner of Cedar Street and
7`�' Stree[. The Loading l�ack is 12'6" hlgh.
PIorth Ccptral Life Towar Freight Blevatoz servica ai2e capacity is as follows:
Door Widzh 40'
Door Height 7'
C�b Width 5'
C�b UepYh 9'
Cab Capaciry 3,000�
Losding Aoek hours are 7;00 a.m. to 5:00 p.an,, Manday tl�raugh Friday. Tha lazge
encrance doore w tlae Loading Dock ara controll.ed by the Dock Manager at al1 times. AlI
deliveriea muet check in wich the Daok Manager benvean Che hours of 7:00 x.m snd 5:00
p,m. Eveaing or waekend deliveries muet be coordinated through the Managemant
Offiee. ?legae �ali 65� Z9�, i336 nt Ien,vt 48 houre in edv�nce rn�.vaek�nd or evening
delive»es. No seaervations are naeded duriiig tha noisnal dock hours, ae �cks are
� fi 4* �nme f�r�t sarve ba4is ontv. Aecaes to the dock is conaolled at all
tirnes.
1. PARKING OF ANY �'EI�ICLES IiV' THE LOA]3ING gOCI{ A1tEA I& NOT
A�RMITTED AT AbIY TIME QTHER THAN DDRIFVG ACTUAI. I.OAAING
OR UNLOAI?ING. If deliverias aze made to the Loading Dock in TananYs own Caz,
thc dslivery psrson raust be unloading an.d Uae vehicle i.mmadiately moved.
2. Lsrge deli.veries, suclt as furniture, must be coorqinated at 1.eaet 24 hours in advance
of any daSivery. Call the Managemenk Ofn.ce 2A houra in advanca of any delJVery at
651-291•5336 to makethsee arrangements,
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EXHIBIT D
i
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LOAD�NG DfJCK AND DELIVERTES
I.
LpADING DOCK A1VD. DELIVERIES (continued)
3. Labor and equipment for l.oading aad unloading inuet be supplied by the ehipper
es�d/ot tcnanc. Howave�, dock equipment snch as iaur-wheel end two-wheei carts is
available for Tenant use with prior approval.
4. Na mArerials or equipmant of any kir�d can ba atorad on the Loading nack—not even
far a short period of time, unlesa it is approved ahead of tims tluough the Oparations
D�partment at 651-291-5336. Tf not iRUnediataly removed, it wil! be "hashed".
5. No material may be storad in corrid.ors or in any othet srea adjacent to the Loading
Dock. '
6, p,ll ahippexs musc clean ehe azea immadiatoly afler delivery af good.e and take all
pallets with them whan Iasving. If the area is not cleaned, Senrinel Property
Management will pravida laY,or foT clean np a�id the TanAnt wiA be billed at the rate
of �36,OQ per hour with s minimum charge o£ona (1) hour.
7. Cantainers o.f any kind map not be washed on khe dock area.
g, please review cl.earances and eqvipment needs with the Managema�at Of6ce before
scheduling the delivery of any lerge, Song, or bulky items,
Da-��d
AGREEMENT OF LEASE
TJG 3/412002
THiS AGREEMENT OF LEASE ("Lease") is made and entered into as of Ap' 1, 2002, by and
between the CITY OF SAINT PAUL, a municipai corporation of Minnesota ("Lesso�'), an ichael Wong, dba
TOWN SQUARE GARDEN, INCORPORATED, (`TenanY').
BACKGROUND
The Town Square Project has been constructed upon certain real es te (collectively, the "Building")
located in downtown St. Pauf, Ramsey County, Minnesota, beiween 6� Str e1, 7� Street, Cedar Street, and
Minnesota Street.
The Town Square Project is comprised of an underground
office towers, and a public park.
Lessor owns the public park portion of the Town
hereto.
The Building is subject to certain restrictions
property (" the Deciaration").
Lessor desires to lease to Tenant the public
Town Square Park ("Leased Premises") as shown on
NOW, THEREFORE, THE PARTIES
SUBMISSION OF LEASE.
a reseruation of or option for the Leased
afier City Councii approval and upon exei
any. �
2. THE LEASED
the Leased Premises.
3. TERM. The
2002, and terminating
this Lease as of Seqte
ramp, a retail mall, a hotel, two
Project as shown on Exhibit A attached
and benefiting the respective owners and
: portion of the Town Square Project known as the
Exhibit B.
AS FOLLOWS:
� submission of the Lease for examination does not constitute
ises, and this Lease shall become effecfive as a Lease only
and delivery thereof by Lessor and Tenant, and Guarantor, if
Lessor leases to Tenant, and Tenant rents of and from Lessor,
�(n of this Lease shall be for a period of FIVE (5) years commencing APRIL 1,
31, 2007, un{ess terminated ear4ier as provided herein. Tenant may tesminate
2002, without cause.
4. BA9� RENT AND OPERATING EXPENSES. Tenant shail pay monthly to Lessor, payabie
at the address designated in this Lease for service of notice upon Lessor, or at such other place as Lessor
may designate in writing to Tenanl, as Base Rent, exclusive of any oiher charge to be paid by Tenant, a sum
equal to 10 perceni of Gross Receipts for the prior month. For purposes of this Agreement, Gross Receipts
shall mean ali revenues and income of any kind proper(y accrued and derived, directfy or indirectly, from the
da-a�a
Tenants operations, including, without limifation, all revenues derived from the sale of food and beverages
and all rents or fees payable to Tenant by users of the Leased Premises. Tenant shall report monthly ifs
Gross Receipts to Lessor prior to the 20m day of the following month. Lessor may requesf reasonable
addifional informafion from Tenant and may audit Tenant's books and records annually. /
OPERATING EXPENSES. The Annual Rent shall consist of Base Rent a set forth above,
and Operating Expenses. Tenant shall pay when due ail Operating Expenses. T term "Operating
Expenses" hereby is defined to mean all expenses including capital improvemen incurred or paid in
connection with Town Square Park (Leased Premises), and expenses which for fed al income tax purposes
may be deducted as an expense, including, but not limited to, the following: all as essments paid or incurred
by Lessor pursuant to the Town Square Declaration or any other assessment o common area charge whicfi
would otherwise be payable by Lessor as a cost connected with Town Squar ar1c, al! ceal estate taxes and
aii installments of assessments, and any taxes in lieu thereof, which may b evied upon or assessed against
the Leased Premises and its common areas due and payable during ach lease year; rental taxes; all
insurance which Lessor deems necessary or advisable to obtain and intain in connection with the Leased
Premises and all insurance premiums required to be paid under the eclaration; permit and inspection fees;
electricity; heating; air conditioning; water; sewage usage or rent ; utilities; supplies and materials; labor;
maintenance and repairs including window antl glass replacem nt caulking or other repairs; landscaping;
janitorial and security seroices; professional fees reasonably r ated to the operation of the Building and its
common areas; reasonabfe fees for management of the buil ' g and its common areas in the amount which
is within the parameters which is generally acceptetl in the tropolitan St. Paul — Minneapolis area for quality
management of a comparable facility. Tenant shall pay o Lessor 1112 of the estimated annual operating
expenses on the first day of each month with Base Re . Lessor shall notify Tenant of the monthly estimate
due for Operating Expenses, Annually Lessor shall otifij Tenant of the actual operating Expenses for the
prior year. If Tenant has paid less than the tota costs incurred for Operating Expenses for the Leasetl
Premises, it shall within 15 days pay in full the eficiency. If Tenant has paid more than the total costs
incurred for Operating Expenses for the Lease Premises, it shall receive a credit against future Operating
Expenses. If Tenant elects not to terminate is Lease as of September 30, 2002, as provided in Arficle 3,
hereof, Operating Expenses except taxes a assessments payable under Article 10 hereof, shaff be forgiven
forthe period from October 1, 2002, throu_ March 31, 2003.
GREDIT. Tenant s II receive a credit against the Base Rent of 10 percent of Gross
Receipts for Operating Expenses p d as set forth above, and the cost of capital improvements paid for by
Tenant provided that said improve ent was approved in writing by Lessor prior to installation, and shall only
be required to pay cash to Less r if 10 percent of Gross Receipts exceeds the amount paid by Tenant for
Operating Expenses. If is und rstood by the parties that Lessor shafi not be obligated to expend any funds
for any purposes whatsoeve for the operation and maintenance of the Leased Premises, including but not
limited to capifal costs.
5. TENA 'S WORK. Tenant at its cost and expense, and with no right of reimbursement from
lessor, shall do a!I w k and make al! installations ("Tenant's Wo�k") deemed necessary by Tenant for its use
and occupancy of e Leased Premises. All contracts entered into for any such improvements shali require
the contractor to mish to Lessor a performance and payment bond in accordance with Minnesota Statutes
Section 574.2 , subject to the $10,000.00 minimum provided by such Secfion. All plans for TenanYs Work
(other than non-material improvements or alterations or routine maintenance) must be approvetl in writing by
215772. 2
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Lessor prior to commencement of construction which approval will not be unreasonably withheid. Prior fo
commencemenf of construction, (other than non-material improvements or aiterations or r ine
maintenance), Tenant shall deposit with Lessor for disbursement by Lessor sufficient funds for the p ment of
all of TenanYs Works. In lieu of a cash deposit, Tenant may provide a letter of credit in form and rawn on a
financial institution acceptable to Lessor. Tenant shall obtain all necessary permits forTenants ork.
6. USE OF LEASED PREMISES. Tenant, shall use the Leased Premis for a restaurant,
cooking classes, and for educationai, cuituraf and business association meetings, parii , receptions and the
serving of food and alcoholic beverages. Tenant shall obtain at its expense a licenses and permits
necessary for its operations.
Subject to the Minnesota Indoor Clean Air Act, TenanYs a
unless prohibited by law, or by Town Square's rules and regulations,
permitfed to smoke tobacco in the Leased Premises.
aests or invitees shall be,
change from time to time,
Tenant shail not permit the use, generation, release, manufac re, refining, production, processing,
storage, or disposal of any Hazardous Substance by Tenant on, unde , or about the Leased Premises, or the
transporfation to or from the Leased Premises of any Hazardous Su stance by Tenant, except as specifically
set forth in this Lease or as allowed under applicable laws.
For purposes of this Lease, "Hazardous Substance" eans any substance designated pursuant to
the Clean Water Act, Titie 33 U.S.C. Section 1321, any ele nt, compountl, mixture, solution or substance
designated pursuant to the Comprehensive Environmental esponse, Compensation and Liability Act, Title
42 U.S.C. Section 9602, any hazardous waste having the haracteristics identified under or listed pursuant to
the Solid Waste Disposal Act, Title 42, U.S.C. Sectio 1317(a), any hazardous air poliutant listed under
Section 112 of the Clean Air Act, Title 42 U.S.C. Secti 7412, any imminentiy hazardous chemical substance
or mi�use with respect to which the Administratos the Environmental Protection Agency has taken action
pursuant to Section 7 of the Toxic Substances Co trol Act, Title 15 U.S.C. Section 2606 and any "Hazartlous
Waste", "Hazardous Substance," "Pollutant or ontaminanC as defined in the Minnesota Environmental
Response and Liability Act, Minnesota Statut , Section 115B.02. The term also includes, but is not limited to
polychiorinated biphenyls, asbestos, urea f maldehyde or related substances.
Tenant shall, at Tenanf's
transportation, or disposal of Haz�
Tenant shall, at
and comply with all requ
xpense, comply with all laws regulating the use, generation, storage,
Substances ("Laws").
'own expense, make aIl Submissions to, provitle all information required by,
of all governmental authorities (the "GovemmenY') untler the Laws.
Should any Gove ment or any third party demand that a cleanup plan be prepared and that a clean-
up be undertaken bec se of any deposit, spifi, dlscharge, or other release of fiazardous Substances by
Tenant that occurs d ring the term of this Lease, at or from the Leased Premises, or which is caused by
Tenant through T anYs use or occupancy of the Leased Premises, then Tenant shall, at TenanYs own
expense, prepar and submit the required plans and a11 related bonds and other financiaf assurances; and
Tenant shall rry out all such cleanup plans to the extent and level required by the Government.
2157Z2. 3
Da-a.�d
Tenant shall promptly provide all information regarding the use, generation, storage, transportation,
or disposal of Hazardous Substances that is requested by the Lessor. If Tenant fails to fulfill any duty
imposed under this Paragraph 6 within a reasonable time, the Lessor may do so after providing nof to
Tenant and a reasonable time to allow Tenant to cure and, in such case, Tenant shall cooperate ith the
Lessor in order to prepare all documents the Lessor reasonably deems necessary or appropriate t etermine
the applicability of the Laws to the Leased Premises and Tenant's use t�ereof, and for complia e therewith,
and Tenant shall execufe all documents required by law to be executed by Tenant promptly u n the Lessor's
request. No such action by the Lessor and no attempt made by the Lessor to mitigate d ages under any
law shall constitute a waiver of any of TenanYs obligations under this Paragraph 6.
Tenant sha11 indemnify, defend, and hold harmfess ihe Lessor and its res ective officers, directors,
beneficiaries, shareholders, partners, agents, antl employees from ail fines, su� s, procedures, c�aims, and
actions of every kind, and all costs associatetl therewith (including attomeys' nd consultants' fees) arising
sole4y out of or connected with any deposit, spill, discharge, or other re{ea e of Hazardous Substances by
Tenant thai occurs during the term of this Lease at, on, or from the Leas Premises, or which is causetl by
Tenant through TenanYs use or occupancy of the Leased Premises, o from TenanYs failure to provitle all
information, make al4 submissions, and take alf steps required 6y th Govemment under the Laws and all
other environmentai laws.
TenanYs and Lessor's obligations and liabilities untler th}� Paragraph 6 shall survive the expiration of
this Lease. �
7. RULES AND REGULATIONS. TenanYs e of the Leased Premises shafi be subject to the
RULES AND REGULATIONS attached as Exhibit C, e terms and conditions of this Lease, and the
Declaration.
8. INTENTIONALLY OMITTED.
9. REQUIRED PAYMENTS AR "RENT"; IN7EREST ON LATE PAYMENTS; BAD CHECK
CHARGE. ln addition to Base Rent, all ot r payments required to be paid by Tenant to Lessor under the
provisions of this Lease shall be deemed be and shall become additional rent, whether or not the same be
designated as such. All provisions dea' g with abatement of rent shall be construed to permit the abatement
ofi annual Base Rent and additionaf r t, except to the e�ent specificafly provided to the contrary.
Ali payments required t be paid by Tenant to Lessor under the provisions of this Lease shail bear
interest at a rate of eighteen p rcent ({8°l0) per annum if Tenant is a corporation, or such {ower rate required or
higher rate allowed by said tatute, as amended, if Tenant is other than a corporation, commencing five (5)
days after the due date o ach payment and continuing until the date actually paid by Tenant.
10. T S, ASSESSMEN7S, UTILITIES AND SERVICES. Tenant hereby agrees that it is
Tenanfs sole resp sibility to provide for and to pay any and ali charges for taxes, inciuding personal property
taxes levied for ' s use of the Leased Premises under Min�esota Statutes, Section 272.01 Subdivision 2.,
instailments o assessments, even though said taxes and assessments are payable after the termination of
this Lease, tl utilities or other services fo the Leased Premises which are billed directly to Tenant.
21577.2. 4
oa-�.�o
11. RELEASE OF LESSOR; INDEMNIFICATION OF LESSOR. Personal property of Tenant of
a�y kind that may be on or at the Leased Premises shall be at the sole risk of Tenant, or those claiming
through or under Tenant. Lessor shali not be liable for any negligence on the part of Tenant, its age ,
contractors, licensees, or invitees; or for any nuisance resulting from the use of the Leased Premi s by
Tenant, its agents, contractors, iicensees, or invitees. in addition to matters related to Hazardous S stances
which are subject to Section 6 hereof, Tenant shall indemnify and save harmless Lessor agains II liabilities,
tlamages, claims, fines, penalties, costs and other expenses, including reasonable attomeys' f es (collectively
"Indemnified Liabilities"), which may be imposed upon, incurred by, or asserted against L sor by reason of
fhe foliowing:
(a) Any use of the Leased Premises or any part
contractors, licensees, or invitees.
(b) Any breach or default on the part of Tenant in
agreement on the part of the Tenant to be performed pursuant
without limitation, any claims arising out of or any way related t�
1992, 104 Stat. 327 (July 26, 1992). �
In the case that any action or proceeding is brought
by reason of any claim identified in this Paragraph 11, the
defend such action or proceeding by counsel reasonably :
provision of this Lease, the foregoing releases and obligatio
resulting from the negligence or willful misconduct of, or
employees, and Lessor wilf indemnify and save harmless e
penalties, costs and other expenses, including reaso bi�
Tenant, its agents,
of any covenant or
� terms of this Lease, including,
Americans with Disability Act of
agains the Lessor or any of its agents or assigns
7en t shall, upon notice from Lessor, resist or
ati actory to Lessor. Notwithstanding any other
i of indemnity of Tenant shall not include claims
reach of this Lease by, Lessor, its agents or
nant against all liabilities, damages, claims, fines,
� attorneys' fees which may be imposed upon,
incurred by, or asserted against Tenant by reason of t foregoing.
12. WAIVER OF
Leased Premises, the contents therein, loss
subrogation for damage to property in th
accounts receivable. Prior to the comm c�
to change in insurance, Tenant shall pr vide
foregoing waiver of its right of s roqatio
acknowledgment shall not negate
�N. essor waives its right of subrogation for damage to the
o se thereof, and/or loss of income. Tenant waives its right of
eased Premises, loss of use thereof, {oss of income andlor
�ment date, and as often as may be necessitated thereafter due
to Lessor acknowledgment by TenanYs insurer or insurers of the
�; provided, however, the faifure by Tenant to provide such
waiver of its right of subrogation.
13. CARE OF ASED PRE�IISES BY TENANT. Tenant shall maintain the Leased Premises
in a clean, sanitary and fe condition reasonabie under the circumstances and the intended use of the
Leased Premises for m tings, parties, receptions and fhe serving of footl and beverages. If after two (2)
business days' nofice nd opportunity to cure, Tenant fails to keep and preserve the Leased Premises in the
state of condition re ired by the provisions of this Lease, Lessor, at its option, may put or cause the same to
be put in the con � ion and state of repair agreed upon, and in such case, Tenant, on demand, shali pay the
costs thereof us an amount equal to fifteen percent (15%) of such expenditures for overhead and
21577.2. rJ
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14. ALTERATIONS AND IMPROVEMENTS BY TENANT. Subsequent to TenanYs Work,
Tenant shall not make any maferia! changes, additions, and improvements to the Leased Premises withou
the prior written consent of Lessor. All alterations performed at the direction of Tenant shall be subject to e
requirement of a performance and payment bond as set forth in Paragraph 5 above.
15. MECHANICS LtENS. Tenant shall pay 6mefy for labor and material fumished o Tenant in
connection with work of any character performed on the Leased Premises, at the direction or h the consent
of Tenant. Tenant shall not permit any mechanics or similar liens to remain upon the eased Premises
incitlent to the foregoing. However, Tenant may contest the validity of such lien or clai s, provided, Tenant
shall give to Lessor, if required by Lessor, reaso�abie security to insure payment a d to prevent any sale,
foreclosure or forfeiture of the Leased Premises by reason of such non-payment. pon a final determination
of the validify of any such lien or claim, Tenant shall immediately pay any ju gment or decree rendered
against Tenant or Lessor, including but not limited to, all proper costs and char es, antl shall cause such lien
to be released of record without costs to Lessor.
16. LESSOR'S ACCESS. Lessor, its agent, employees a/or contractors, shall have the right
to enter the Leased Premises at ail reasonable times for the purpose inspection, provided, that such entry
shall be accomplished in a manner that will cause as little interferenc with antl inconvenience to the Tenant's
use as is reasonable under the circumstances. Any interference
out of the exercise by Lessor of the rights set forth in this par
any of its agreements in this Lease, and shall not result in
Lessor by reason of inconvenience, annoyance or injury to
Lease, Lessor, or its agents, shall have the right to exhibit
prospective purchasers at any time. Except as provid
Premises or place property or their items on the Leased ren
w' h or inconvenience to the Tenant arising
shall not consfitute a breach by Lessor of
diminution of rent or liability on the part of
�Ys business. If Tenant is in default of this
ie Leased Premises to prospective tenants or to
herein Lessor shall not enter onto the Leased
17. TENANT'S INSURANCE. Tenan shall obtain and keep in force, at TenanYs expense, for
the term of this Lease, and any extension or rene al thereof, the following insurance.
A. Such fire and casuaity in rance as Tenant shail deem necessary or desirable covering
TenanPs stock in trade, ixtures, furniture, files, documents, computers, equipment, signs,
and afl other instaflalio s, improvements and betterments made by or for Tenant, on or about
the Leased Premise . .
B. Tenant hereby grees to tlefend, indemnify and hold the Lessor and any of its officers,
agents and e pioyees harmless from any claims, damages, or causes of action arising from
the use an operations of Leased Premises by Tenant, its agents, officers, or empioyees.
Tenant s II provide at its own cost and expense, liability insurance naming the Lessor as an
additio i insured thereon. Insurance shail cover injury to persons or property in an amount
not i ss than the timits of the Lessor's liability as set forth in Minn. Stat. §466,01 et seq
(c rently $300,000 individual, $1,000,000 aggregate). Tenant shall provide evidence of
uch coverage to the Lessor upon execution of the agreement. Nothing in this provision
shaff be construed in any manner as a waiver by the Lessor of its statutory limits of liability,
immunifies or exceptions. Tenant shall be obiigated to maintain such coverage in full force
215772. 6
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�
�
and effect at a11 times that this Lease Agreement is in eifect, and faiVure to do so shali be a
breach thereof.
Liquor Liability Insurance required under Chapter 340A of Minnesota Statutes,
named as an additional insured.
Any other standard insurance policy as may be required reasonably by Lg�sor from time to
time. /
Said insurance required pursuant to the provisions of this paragraph shall b issued by an insurance
company legally authorized to tlo business in the State of Minnesota; shall be in orm satisfactory to Lessor;
and sha{I provide for at least thirty (30} days' notice, by certified mail, retum eceipt requested, to Lessor
before cancellation, termination, non-renewal or change of such insurance. idence of said insurance shall
be provided to Lessor upon request upon occupancy of the Leased Premis .
18. DAMAGE BY FIRE OR OTHER CASUAL7Y. Tenant, 'mmediately upon TenanYs discovery
thereof, shall give notice to Lessor of any damage caused to the Leas Premises by fire or other casualty.
99. ASSIGNMENT OR SUBLEASE. Tenant may� voluntarily or by operation of law, assign
or transfer this Lease, or sublease the whole or any part of th Leased Premises without the prior written
consent of Lessor.
24. NOVATION 4N TNE EVENT OF A SAL BY LESSOR. In the event of the sale of the
Leased Premises, Lessor shall be and hereby is reliev tl of all of the covenants and obligations created
hereby except as expressly provided herein and s h sale shall result automatically in the purchaser
assuming and agreeing to carry out ail lhe covena s and obligations ofi Lessor herein; provided, however,
that Lessor shall not be released from any claim obligation resulting from a defauit af Lessor or otherwise
incurred by Lessor hereunder (including, but n limited to, obligations of Lessor p�rsuant to paragraph 6
hereo� prior to the date of such sale.
21. ESTOPPEL CERTIFIC E. Within ten (10) days after request therefore by Lessor, or in the
event that upon any sale, transfer, o financing an Estoppel Certificate shall be requested from Tenant,
Tenant hereby agrees to deliver in ecordable form an Estoppel Certificate to the Lessor, any proposed
purchaser, transferee or Iender, c riiying to such co7ect facts relating to this Lease as may be reGuested
reasonably by Lessor.
22.
occur:
LESSOR. In the event that during the term of this Lease any of the foflowing
A. Tena shail have failed to pay any instaliment of rent or any other charge providetl herein,
or any porti thereof, when the same shail be due and payable, and the same shall remain unpaid
for a perio of five (5) days after the same is due;
B. / Tenant shall have failed to comply with any other provision of this Lease, and shall not have
cy�d such failure within thirty (30) days after Lessor, by written notice, has informed Tenant of such
21577.2. 7
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noncompliance; provided, however, in the case of a default which cannot be cured with due diligence
within a period of thirty (30) days, Tenant shali have such additio�al time to cure such default as m
be reasonably necessary, provided Tenant proceeds promptly and with due diligence to cure uch
default after receipt of said notice; or
C. Tenant shali make an assignment for the benefit of creditors or be adjud' ted bankrupt;
then Lessor upon written notice to Tenant may elect either (i) to cancel and termin e this Lease, and
this Lease shall not be treafed as an asset of Tenanfs estate, or (ii) to term' ate Tenanf's righi to
possession on�y without canceling and terminating TenanYs continued li ility under this Lease.
Notwithstanding the fact that initially Lessor efects under (ii) to terminate T nant's right to possession
only, Lessor shail have the continuing right to cancel and terminate s Lease by serving five (5)
days written notice on Tenant of such further election, and shali hav he right to pursue any remedy
at law or in equity that may be availabie to Lessor.
In the event of election under (ii) to terminate TenanYs righ to possession only, Lessor may, at
Lessor's option, enter into the Leased Premises and take and hold p session thereofi, without such entry and
possession terminating this Lease, or releasing Tenant, in whole or' part, from TenanYs obiigation to pay the
rent hereunder for the full stated term. Upon such re-entry, Less may remove all persons and property from
the Leased Premises, and such property may be removed a stored in a public warehouse or elsewhere,
and, with respect to property of Tenant only, at the cost of d for the account of Tenant, without becoming
liable for any loss or damage which may be occasionetl ereby. Such re-entry shall be conducted in the
following manner: without resort to judicial process or tice of any kind in the situation where Tenant has
abandoned or voluntarily surrendered possession of th Leased Premises; and, otherwise by resort to judicial
process. Upon and after entry into possession wi out termination of the Lease, Lessor may, but is not
obligated to, relet the Leased Premises, or any p rt thereof, to any person, firm, or corporation, other than
Tenant, for such rent, for such time and upo such terms as Lessor, in Lessor's sole discretion shall
determine, but Lessor shall not be required o accept a�y tenant offered by Tenant or to observe any
instruction given by Tenant about such rel ing. Lessor may make alterations and repairs, and redecorate
the Leasetl Premises to the extent deem by Lessor necessary or desirable.
Upon such re-entry, Tenant,ehali be liable to Lessor as follows:
a. for the npaid installments of rent and other unpaid sums which were due prior to
suc e-entry, which sums shall be payabie forthwith;
b. f�r the installments of rent and other sums falling due pursuant to the provisions of
/ this Lease for the periods after re-entry during which fhe Leased Premises remain
vacant, which sums shall be payable as they become due hereunder;
for all expenses, including attorneys' fees, which shail be payable by Tenant as they
are incurred;
d. while the Leased Premises are subject to any new lease or leases made pursuant to
this paragraph, for the amount by which the monthly installments payable under
2�5��.2. g
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such new lease or leases is less than the monthly instaliment for all charges payable
pursuant to this Lease, which deficiencies shall be payable monthly; and /
e. for interest upon all of the foregoing as provided in this Lease.
No such re-entry or taking possession of the Leased Premises by Lessor shall be c struetl as an
efecfion on its part to terminate this Lease unless a written notice of such intention be given Tenant.
If Tenant shall defaolt in the performance of any covenant required to be pe rmed by it under this
Lease, taking into consideration the grace periods provided in this paragraph, Less r may perform the same
for the account and at the expense of Tenant. If Lessor at any fime is compelled pay, or elects to pay, any
sum of money by reason of the failure of Tenant to comply with any provisio of this Lease, or if Lessor is
compelled to incur any expense, including reasonable attomeys' fees, in ins ' ting, prosecuting or defending
any action or proceeding instituted by reason of any default of Tenanf here der, the sum or sums so paid by
Lessor shall be due from Tenant to Lessor on the next tlate following the ayment of such sums upon which a
regular monthly rental payment is due, together with interest, at the rate s specified in this Lease.
No right or remedy herein conferred upon or reserved to essor is intended to be exclusive of any
other right or remedy herein or by law provided, but each shall cumulative and in addition to every other
right or remedy given herein or now or hereafter existing at law in equity or by statute.
23. ACCORD AND SATISFACTION. No pa ent by Tenant or receipt by Lessor of a lesser
amount than the payments required to be paid by Tenan half be deemed to be other than on account of the
earliest rent and other charges required to be paid, no shall any endorsement or statement on any check or
similar payment be deemed an accord and satisf ion, and Lessor shall accept such check or payment
without prejudice to Lessor's right to recover the alance of such rent or other required payment, ar pursue
any other remedy provided in this Lease. Accor and satisfaction, if any, shall be accomplished by a separate
document executed by Lessor and Tenant.
24. DEPAULT BY LESSO . Lessor shall not be deemed to be in tlefault under this Lease until
Tenant has given Lessor written notic specifying the nature of the default which Lessor is obligated to cure,
and Lessor does not cure such def it within ten (10) days after receipt of such notice; provided, however, in
the case of a default which cann be cured, with due diligence, within a period of ten (10) days, Lessor shall
have such additionaf time to c e such default as may be reasonably necessary, provided Lessor proceeds
promptly and with due diligen to cure such default after receipt of said notice.
Lessor shall not deemed to be in defau{t in the performance oE any of the provisions of this Lease
if such nonperforman is due to any govemmental restrictions, fire, acts of God, the elements, war, riot,
rebellion or any other ause beyond the reasonable control of Lessor. In the event Lessor fails to perform any
of its obliga6ons u er this Lease and Lessor fails to cure such default within the ten (10) day period provided
for above, Tena s sole remedy shall be to terminate this Lease, by written notice to Lessor, and vacate the
Leased Prem es. Tenant shall have no right to claim or coltect any damages from Lessor or to pursue any
equitable r edies, other than termination of this Lease.
2�5�7.2. g
Da-a�d
25. CONDITION OF LEASED PREMISES AND LESSOR'S PROPERTY AT TERMlNATION.
At termination of this Lease, Tenant shall vacate and deliver the Leased Premises, all partitions,
improvements, alterafions and other property of Lessor to Lessor in as good order and contli6on as the same
were in on the commencement date or were thereafter placed in by Lessor or Tenant, reasonable ar and
tear excepted. Tenant, however, is not obligated to remove Hazardous Substances existing or pr ent on the
Leased Premises prior to the execution of the Lease. On or before the last day of the term this Lease or
the sooner termination thereof, Tenant, at its expense, shall remove all of its equipme rom the Leased
Premises, and any property not removed shall be deemed abandoned. To the exten enant's properry is
removed pursuant to this paragraph, Tenant, at its cost and expense, shall repair a damage done to the
Leased Premised by such removal. It Tenant chooses not to remove its property, L ssor may require Tenant,
at TenanYs cost and expense, to remove its property and restore the leased Pre ises to good condition and
repair.
26. RELATIONSH�P OF THE PARTIES. Nothing wn�
construed by the parfies hereto or by a third party to create the i
partnership or of joint venture or of any association whatsoever
expressly understood and agreed that neither the method of comp
contained in this Lease, nor any act or acts of the parties hereto,
between Lessor and Tenant other than the relationship of Lessor nd
a+ned 'n this Lease shall be deemed ar
�laf nship of principal and agent or of
b tween Lessor and 7enant, it being
ation of rent, nor any other provisions
�II be deemed to create any relationship
Tenant.
27. NOTICES. All notices and communicatio of similar legal import from either Lessor or
Tenant to the other shall be in writing and shall be consid ed to have been duly given or served if sent by
first class certified or registered mail, retum receipt requ sted, postage prepaitl, to the party or parties at its
adtlress set forth below, or to such other address as s ch party may hereafter designate by written notice to
the other parry or parties.
A. If to Lessor, to: City of Saint
I:l
Department Parks & Recreation
300 City II Annex
25 W. F urth Street
St. P I, MN 55102
ff to Tenant, to: ' haei Wong
/o Patrick Charles Smith, Esq.
Lawyers Professional Buiiding
3109 Hennepin Avenue Soufh
Minneapolis MN 55408
28. DEFIN ION OF LESSOR, TENANT AND GUARANTOR; JOINT AND SEVERAL
LIABILITY. The wor "Lesso�', "TenanY' and "Guaranto�' used herein shall include the plural thereto antl the
necessary change equired to make the provisions hereof apply to corporations, partnerships, associations,
or men or wome shall be construed as if made. If iwo or more parties are referred to collectively under one
designation, t liability of each shall be joint antl severaf.
zisn.z. 10
�a-�sd
29. WA{VER. The receipt of rent by Lessor with knowledge of any breach of this ase by
Tenant or of any default on the part of Tenant in the observance or performance of any of the o igafions or
covenants of this Lease shall not be deemed to be a waiver of any provisions of the Lease. P yment of rent
by Tenant with knowledge of any breach of this Lease by Lessor or of any default on the p of Lessor in the
observance or performance of any of the obligations or covenants of this Lease shall no e deemed to be a
waiver of any provision of this Lease. No failure on the part of Lessor or Tenant, a the case may be, to
enforce any obligation or covenant herein contained, nor any waiver of any right ereunder by Lessor or
Tenant, as the case may be, unless in writing, shall discharge or invalidate suc obligation or covenant or
affect the right of Lessor or Tenant, as the case may be, to enforce fhe same in e event of any subsequent
breach or default.
30. INVALIDITY. If any part of this Lease or any part f any provision hereof shall be
adjudicated to be void or invalid, then the remaining provisions hereof ot specificaliy so adjudicated to be
invalid shall be executed without reference to the part or portion so djudicated insofar as such remaining
provisions are capable of execution.
31. GOVERNING LAW. This Lease shall be subje to and govemed by the laws of the State of
Minnesota, and afl questions conceming the meaninq and inte ion of the terms of this Lease and concerning
the validity hereof and questions relating to performance reunder shall be adjudicated and resoived in
accordance with the laws of that state, notwithstanding the act that one or more of the parties now is or may
hereafter become a resident of a different state.
32. HEADINGS. The headings of
convenience of reference only and do notform
motlify, limit or amplify such paragraphs and subE
ragraphs and subparagraphs of this Lease are for
hereof and shaii not be interpreted or construed to
33. CONDEMNATION. If all r a substantial parf of the Leased Premises is taken in
condemnation proceedings instituted unde the power of eminent domain or is conveyed in lieu thereof under
threat of condemnation, Tenant may el t to terminate this Lease as of the date the condemning authority
acquires title to the Property.
34. PARTIES IN INT REST. This Lease shall inure to the benefit of and be binding upon the
heirs, executors, administrators uccessors and assigns of Lessor; and shall inure to the benefit of, subject to
the provisions of Paragraph 1, antl be binding upon the successors and assigns of Tenant.
35.
the other party;
execution of a
memorandum or
Lease, any speci
required to be
desiring to r or
SHORT ORM LEASE. Neither party shall record this Lease without the written consent of
howev r, upon the request of either Lessor or Tenant, the other party shall join in the
mem andum or so-called "short form" of this Lease for the purpose of recordation. Said
s rt form of this Lease shall describe the parfies, the Leased Premises, the term of this
provisions, the option to purchase and shail incorporate this Lease by reference. Any fees
id in order to record such memorandum or short form of this Lease shall be paid by the pasry
d such memorandum or short form of this Lease.
215772. 11
da -�3a
36. ENTIRE AGREEMENT; EXHIBITS. This Lease, including fhe Exhibits, confains th ntire
agreement of the parties. It may not be changed orally, but only by an agreement in writing sig d by the
party against whom enforcement of any waiver, change, modificafion, extension, or discharge is ught.
37. COUNTERPARTS. This Lease may be executed in any number of co terparts, each of
which shall be deemed to be an original, but alf of which shall constitute one and the sam instrument.
38. HOLDING OVER. If after expiration of the Lease Term, Ten t remains in possession
of the Leased Premises with Lessor's permission (express or implied), Tenant all become a tenant from
month to month oniy, upon all the provisions of this Lease (except as to term d Base Rent), but the Base
Rent payable by Tenant shali be increased to one hundred fifty percent (150°/ of the Base Rent payable by
Tenant at the expiration of the Lease Term. Such monthly Base Rent sh II be payable in advance on or
before the first day of each month. If either party desires to terminate su month-to-month tenancy, it shall
give the other party not less than thirty (30) days advance written notice the date ot termination.
39. QUIET ENJOYMENT. Upon Tenant performing i obligations and covenants under this
Lease, Lessor hereby represents and warrants that Tenant sh I have quiet enjoyment of the Leased
Premises and all of the rights and privileges free from any dist ance or interference but subject to rules,
ordinances, directives of goveming authorities, the powers of e inent domain and to the terms and provisions
of this Lease.
40. BROKER'S COMMISS�ON. T
Patrick Charles Smith, and Lessor shall have no ot
in conneciion with this Lease.
grees to pay any brokerage commission due to
to pay any broker fees or real estate commissions
41. SECURITY. Tenant shail e oy off tluty Saint Paul Police Officers to provide security in
and around the Leased Premises for any pnv e party or reception event scheduletl to serve liquor, and any
event, exciuding the restaurant and cooki classes, on the weekends or after 5:00 pm, Monday through
Friday.
42. SECURITY DEPOS . Tenant shall deposit $30,000.00 with Lessor upon the execution of
this Lease as a security deposit. aid security deposit sha11 be reieased to Tenant upon the termination of
this Lease and fhe performance Tenant of all obligations under the Lease.
43. HOURS OF PERATION. Tenant agrees that all events will end no later than 1:00 am, and
wiil not commence any soo er than 7:00 am.
44. SUB- ONTRACT. Upon request by Lessor, and subject to Lessor's approval, Tenant shall
provide a copy of agreements and contracts between Tenant, and any party who will assist Tenant in
carrying out the t ms and conditions of this Lease.
SMOKING. Lessor shall grant Tenant an exemption from Lessor's prohibition against
�wnetl facilities.
215772. 12
�a -a3d
NO THIRD PARTY BENEFICIARIES. This Lease is made and entered into solely for th enefit of
the parties and is not intended to creafe any right of any third party and no third party will deemed a
beneficiary hereof.
The parties hereto have duly executed this Agreement ot Lease effective as of fh date and year first
above written.
Michael Wong CITY OF SAINT PAUL
dba, TOWN SQUARE GARDEN, INCORPORATED
i I �
g �.� c BY
Its "r�;�:c,,u,,! c � � Its
By
1ts
�
Drafted by:
Terrence J. Garvey, #33674
190� Landmark Towers
345 St. Peter St.
St. Paul, MN 55102
zasn.z, l3
�� -s�.3d
EXHIBIT C
Rules and Regulations
A. The entrances, halis, comdors and loading areas of the Town Square Proj t{"the
Building") shall not be obstructed or used as a waiting or lounging place Tenant,
and their agents, servants, employees, invitees, licensees and visitors. All entrance
doors leading from any demised premises to the hallways are to be pt closed at ail
times. The outside areas immediately adjoining the leased premis shall be kept
clear at all fimes by Tenant, and 7enant shall not place or permit ny obstructions,
garbage, refuse, merchandise or display in such areas.
B. In order that the Building may be kept in a state of cleanline s, Tenant shall, during the
term of each respective Lease, keep its Leased Premises nd areas adjacent to it in
neat and ciean order. Tenant shail not cause any unne essary labor by reason of
such TenenYs carelessness or indifference in the pre roation of good order and
cleanliness of the demised premises. Tenants will s e that (1) the doors are securely
locked, and (2) all water faucets and other utilities re shut off (so as to prevent waste
or damage) each day before leaving the demise premises. In no event shall Tenant
set any item, including rubbish in the public h ays or other areas of the property,
excepting TenanYs own Leased Premises.
C. All deliveries are to be made through th own Square common area loading tlocks.
All damage done to Building by the d very or removal of such items, or by reason of
their presence in the Building, shall e paid to Lessor upon demand, by Tenant, by,
through ar under whom stsch da ge was dane. Tenant is to assume all risks as to
the damage to articles moved d injury to persons or public engaged or not engaged
in such movements, includin equipments, propefty a�d personnei of Lessor or other
owners within the Building ' damaged or injured as a result of acts in connection with
carrying out this service r a Tenant from the time ofi entering the property to
completion of work. L sor shall not be liable for acts of any persons engaged in, or
any damage or loss any said property of persons resulting from any act in
connection with su service performed by Tenant. There shall not be use in any
space, or in the blic halls of the Buifding, either by Tenant or by jobbers of others, in
the delivery or ceipt of inerchandise, any hand trucks, except those equipped with
rubber tires. essor retains the right to prescribe the weight and position of safes or
other heav equipment.
D. The r trooms, toilets, urinals, wash bowls and water apparatus located in Leased
Pr ises shall not be used for any purpose other than for those for which they were
nstructed or installed, and no sweeping, rubbish chemicals or other unsuitab{e
substances shall be thrown or placed therein. The expense of any breakage,
stoppage or damage resulting from violation(s) of this rule shall be bome by Tenant.
Da-�3o
E. No sign, light, name placard, poster advertisement or notice visible from the exteri of
any Leased Premises, sha{{ be placed, inscribed, painted or affixed by Tenant o any
part of the Building without the prior written approval of Landlord. All signs or tterings
on doors or otherwise, approved by Lessor, shall be inscribed, painfed or ixed at the
sole expense of the Tenant, or by a person approved by Lessor.
F: No signaling, telegraphic or telephonic instruments or devices, or ot er wires,
insfrument or devices, shall be installed in connection with any Le sed Premises
without the prior written approval of Lessor. Such installations, nd the boring or
catting for wires, shall be made at fhe sole cost and expense Tenant and under
control and direction of Lessor. Lessor retains, in all cases, e right to require (1) the
installation and use of such electrical protecting devices t t prevents the transmission
of excessive current of electricity into or through the Buil ing, (2) the changing of wires
and of their installation and arrangement underground r otherwise as Lessor may
direct, and (3) compliance on the part of ali using or eking access to such wires with
such rules as Lessor may establish relating thereto All such wires usetl by Tenants
must be clearly tagged at the distribution boards d junction box and elsewhere in the
Buiiding with (1) the number of the Leased Pre sed to which said wires are used, (2)
the purpose for which said wires are used, an (3) the name of the company operating
same.
G.
Tenant, their agents, servants,
without Lessor prior approval:
1) enter into or upon the roof of
closet, or heating, ventilation
2) use any additional
invitees, licenses, or visitors shali not,
Building or any storage, electrical or telephone
conditioning, housing areas;
heating or air conditioning;
3) sweep or throw any dyf or other substances into the corridors or from the Building;
4) bring in or keep in r about the Leased Premises any vehicles, bicycles,
motorcycles or a mals of any kind; NO PETS ALLOWED.
5) instali any radi or television antennas or any other device or item on the roof,
exterior walls windows or windowsills of the Building;
6) deposit an trash, refuse, cigarettes, or other substance of any kind within or out of
the Build' g, except in the refuse containers provided thereof.
7) use y Leased Premises:
a) for any immoral or unlawfui purpose;
b) for lodging or sleeping
2'1662.1.
Da-a.� d
8) be permitted to operate any device that may produce an offensive odor, cause
noise, vibrations or air waves to be heard or feit outside the Leased Premises or
which may omit electrical waves that will impair radio, television or any other forms
of communication system. If fwo or more customers of the Radisson/Town Sq re
Hotel o� any night that Tenant has an event that operates after 10 p.m. are
provided a free room because they have compVained about noise caused y
Tenanf, then Tenant will reimburse Hofel for the loss of revenues.
H. In no event shall any person bring into the Leased Premises or �
B�ilding inflammables such as gasoline, kerosene, naphtha and
explosives or firearms or any other article of intrinsically dangerc
reason of the failure of Tenant to comply with the provisions of
insurance premium payable by Landlord for all or any part of e
time be increased above normal insurance premiums for in rar
items aforesaid. Landlord shall have the option to either t in�
K.
�mm areas of fhe
be ene or
� nature. If by
aragraph 17, any
Building shall at any
�e not covering the
e the Lease or to
reqwre Tenant to make immediate payment for the whol of the increased insurance
premium.
Tenant shall comply with all applicable federal, stat antl municipal laws, ordinances
and regulations antl Building rules, and shall not 'rectly or indirectly make use of the
Leased Premises which may be prohibited ther y or which shall be dangerous to
person or property or shall increase the cost o insurance or require additional
insurance coverage.
If Tenant desires signal, communication, arm or other utility or service connection
installed or changed, the same shail be ade at the expense of Tenant, with approvai
and under direction of Lessor.
No canvassing, soliciting, distribuf n of handbills or other written material shall be
permitted in Town Square.
L. No auction, seliing-out, ban uptcy or fire sales shall be conducted on or about the
leased premises without t prior written consent of Lessor.
M. Tenant shall give Less r prompt notice of all accidents to or defects in air conditioning
equipment, plumbin , electrical facilities or any part of appurtenances of the Leased
Premises.
N. Tenant, at its e�pense shall employ a professional pest exterminator to protect Leased
Premises, an¢�trash area from vermin.
0. Tenant s il not waste electricity or water and agrees to cooperate fully with Lessor to
assure e most effective operation of the Building's heating and air conditioning
syste and shall not adjust any controls.
P. Yenant assumes full responsibility for protecting its space from theft, robbery, and
pilferage, which inclutles keeping doors locked and other means of entry to the space
2�662.1.
d�-�.30
�
closed and secure. Lessor shall be in no way responsible to the Tenant, its agents,
employees, or invitees for any foss of property from the Leased Premises or public
areas or for any damages for any property thereon from any cause whatsoever.
Tenant shall not install and operate machinery or any mechanical device of a nature
not directly related to TenanYs ordinary use of the premises without t written
permission of the Lessor.
R. No person or contractor shali be used to perform window was �ng, cleaning,
decorating, repair or other work in the premises without the xpress written consent of
Lessor. No hook, nails or screws shall be driven into or i serted in any part of the
Building without Lessor written consent.
S. Tenant agrees to properly maintain its ventilation a d exhaust systems.
T. Prior written approval, which shall be at
installation of any solar screen material,
similar equipment and any window treai
U. Lessor shall in ali cases retain the
persons whose presence, in the j�
safety, character, reputation or int�
�r' sole discretion, must be obtained for
w shades, blinds, drapes, or other
of any kind.
5 control or prevent access thereto by all
it of the Lessor, shall be prejudicial to the
of the Building antl its Tenants.
V. Tenant agrees to clean Leased pfemises, including kitchen and common areas
adjacent fo Leased Premises w�fhin four hours after the end of each day.
W. Lessor reserves the right to scind, make reasonable amendments, modifications and
atlditions to the rules and r gulations heretofore set forth, and to make additional
reasonable rules and re Iations as in Lessor's sole judgment, may from time to time
be needed for the safe�, care, cleanliness and preservation of good order of the
Building. /
21662.I.
"°'� � � Council File # �Z-Z3
� Green Sheet # 713266
RESOLUTION
CiTY OF SAINT PAUL, MI��TA �J�
7 . � // 2 �'
Presented By
Referred to
Committee: Date
1 WHEREAS, a City park was operated by the Division of Parks and Recrearion from 1980-2000 as part of certain
2 real estate located in downtown Saint Paul which is commonly lmown as Town Square Park; and
3 WHE12EA5, although the park has been closed to the public since January 1, 2001, the City of Saint Paul, through
4 its Division of Parks and Recreation, maintains ownership of the "garden" level of Town Squaze Park; and
5 WHEREAS, the Division of Parks and Recrearion was contacted by Plaza Cafe, via its owner Michael Wong,
6 which proposed that it lease space for their use of the property as a banqueUmeeting facility and also potential fuhue
7 expansion to include a restaurant; and
8 WI�EREAS, the lease as proposed assigns the City's ongoing financial liability for operaring costs to the proposed
9 tenant, eliminating a liability due to the building's property manager which amounted to $11,940 a month in 2001; and
10 WHEREAS, the Division of Parks and Recreation desires to enter into a Lease Agreement with Michael Wong,
11 acting as the president of Town Square Garden Incorporated, for the use of the "garden" level of Town 5quare Park; and
12 WHEREAS, Section 85.13(a) pernuts the Council by resolution to waive one or more of the requirements of the
13 Chapter; and
14 WHEREAS, no City employee or employees have performed any of the functions to be contracted out in the last
15 year at this site, and no City employees will be laid off, reduced in hours, benefits or pay, demoted or transfened
16 involuntarily as a result of this Agreement; now, therefore, be it
17 RESOLVED, that city officials are authorized to enter into the attached Lease Agreement with Town Squaze
18 Garden Incorporated for the use of the garden level of Town Square Park, notwithstanding the requirements of Saint Paul
19 Legislanve Code Chapter 85.
Requested by Department of:
Recreation
Certified by Council Secretary
Form Approved by
By:
Mayor for
By:
Adopted by Council : Date j� }O d'a�
V
DEPARTMENi/OFFICE/COUNCII DATE INITIATED
GREEN SHEET � �' NO. 113266
Parks and Recreation February 71, �/
2002 U�-�j`d
COMACT PEflSON AND PHONE L RI AT C INITIAL/DATE
Mike Hahm - 266-6444 � DEPAfiTMENr DIRELTOR •_ I/ � 4 Cm' COUNCIL
ASSIGN �
NfIM6FA FOH Z CfiY ATTORNEY _CITY CLERK
MU5T BE ON COUNCIL AGENDA BY �DAT� p�p�� _PINANCIAI SEfiVICES DIR.
March 20, 2002 3 MAYOft IOfl ASS�5iAM7 5�.��E 1��
TOTAL # OF SIGNATURE PAGES � ICLIP ALL LOCAiIONS f-0R SIGNA"NAEI �1AR Q i ZCa2
T �J
° T
ACTION REQUESiED: �
Authorizing the Division of Parks and Recreation to enter into a Lease Agreement with Town Squase Garden
Incorporated to operate a banquet/meeting facility at Town Square Park.
ftECOMMEN�ATIONS: Approve (AI or qeject IF) PENSONAL SERVICE CONTIiACTS MUST ANSWER THE FOLLOWING QUESTIONS:
PLANNING COMMISSION _CNIL SERVICE GOMMISSION �, Has this personRirm ever work¢d untler a conttact far this tlepartment?
-- CIBCOMMITTEE VES NO
Q STAFF 2. Has this person/fvm ever 6een a cRy emplpyee2
YES NO
DISTPICT COUNCIL
— — 3. Does this person/tirm possess a skill not normaily possassed by a�y current city employee?
$UPPORTS WHICH COUNCtL OBJECTNE> YES NO
Ezplain a0 yes answers on separote sheet and attach to green sheet.
INITIATING PROBLEM, ISSUE, OPPORTUNITV (Who, What When, Where, Why):
The Division of Parks and Recreation wishes to enter a Lease Agreement with Town Square Garden Incorporated. The
agreement will allow Town Square Garden Incorporated to operate the property as a banquet facility and also potentially
expand services to include a restaurant.
AOVANTAGESIFAPPROVED:
Town Square 6arden lncorporated will assume the financiaf tiabitity for operating costs related to the property. In
2001, these costs totaled 511,940 per month. The operating costs are an unfunded liability, as the Town Square
budget was eliminated as a 2002 reduction in anticipation of divesting the property. Events will return to Town Square,
creating related increases in revenues for parking ramps and hotels.
�ISADVANiAGE51f APPROVED: { �
i �La{�i�{ ����,�.I
None
�`ir.it .„, d GlD18L
OISAOVANTqGE51F NOT APPROVEO:
The Division of Parks and Recreation will continue to incur annual operating expenses for this property of approximately
$150,000+. These costs are incurred even though the facility is closed to public use. `
TOTAL AMOUNT OF TRANSACTION S S 150.000 + CO5T/REVENUE 6UDGEfED (CIqCLE ONE) VES NO
FUNDING SOURCE Town SaUare Garden Incorporated ACTIVRY NUMBEN 03140
FINANCIAL INFORMATION: (EXPLAIN)
S v�b S� ���..` G-�wrc� e10 � 3-o O� � a- o� 30
AGREEMENT OF LEASE
TJG 31182002
THIS AGREEMEN7 OF LEASE ("Lease") is made and entered into as of April 1, 2002, by and
between the CITY OF SAINT PAUL, a municipal corporation of Minnesota (�Lessor"), and Michael Wong, dba
TOWN SQUARE GARDEN, fNCORPORATED, ('TenanY').
BACKGROUND
The Town Square Project has been constructed upon certain real estate (collectively, the "Building")
located in downtown St. Paul, Ramsey County, Minnesota, between 6m Street, 7� Street, Cedar Street, and
Minnesota Street.
The Town Square Project is comprised of an underground parking ramp, a retail mall, a hotei, two
o�ce towers, �and a public park.
Lessor owns the public park portion of the Town Square Project as shown on Exhibit A attached
hereto. • ,
The Building is subject to certain restrictions burdening and benefiting the respective owners and
property (" the Declaration").
Lessor desires to lease to Tenant the public park portion of the Town Square Project known as the
Town Square Park ("Leased Premises") as shown on said Exhibit B.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
I. SUBMISSION OF LEASE. The submission of the Lease Eor examination does not constitute
a reservation of or option for the Leased Premises, and this Lease shall become effective as a Lease only
after City Council approval and upon execution and delivery thereof by Lessor and Tenant, and Guarantor, if
as�y.
2. THE LEASED PREMISES. Lessor leases to Tenant, and Tenant rents of and from Lessor,
the Leased Premises.
3. TERM. The term of this Lease shall be for a period of FIVE (5) years commencing APRIL 1,
2002, and terminating MARCH 31, 2007, unless terminated earlier as provided herein. Tenant may terminate
this Lease as of December 31, 2002, without cause.
4. BASE RENT AND OPERATING EXPENSES. Tenant shall pay monthly to Lessor, payable
at the address designated in this Lease for service of notice upon Lessor, or at such ofher place as Lessor
may designate in writing to Tenanf, as Base Rent, exclusive of any other charge to be paid by Tenant, a sum
equal to 10 percent of Gross Receipts for the prior month. For purposes of this Agreement, Gross Receipts
shall mean all revenues and income of any kind properly accrued and derived, direct(y or indirectly, from the
� _a.3o
Tenants operations, including, without limitation, all revenues derived from the sale of food and beverages
and a11 rents or fees payable to Tenanl by users of the Leased Premises. Tenant shaif report monthly its
Gross Receipts to Lessor prior to the 2Qm day of the following month. Lessor may request reasonable
additional information from Tenant and may audit TenanYs books and records annually.
OPERATING EXPENSES. The Annual Rent shali consist ofi Base Rent as set forth above,
and Operating Expenses. Tenant shall pay when due all Operating Expenses. The term "Operating
Expenses" hereby is defined to mean ali expenses including capital improvements incurred or paid in
connection with Town Square Park (Leased Premises), and expenses which for federal income tax purposes
may be deducted as an expense, incfuding, but not limited to, the following: all assessments paid or incurred
by Lessor pursuant to the Town Square Declaration or any other assessment or common area charge which
would otherwise be payable by Lessor as a cost connected wifh Town Square Park, alf real estate taxes and
all instaliments of assessments, and any taxes in lieu thereof, which may be levied upon or assessed against
the Leased Premises and its common areas due and payable during each lease year; rental taxes; all
insurance which Lessor deems necessary or advisable to oblain and maintain in connection with the Leased
Premises and all insurance premiums required to be paid under the Declaration; permit and inspection fees;
electricity; heating; air conditioning; water; sewage usage or rental; utilities; supplies and materials; labor;
maintenance and Yepairs including window and glass replacement caulking or other repairs; landscaping;
janitorial and securiiy services; professional fees reasonabiy related to the operation of the Building and its
common areas; reasonable fees for management of the building and its common areas in the amount which
is within the parameters which is generally accepted in the Metropolitan St. Paul — Minneapolis area for quality
management of a comparable facility. Tenant shali pay to Lessor 1/12 of the estimated annual operating
expenses on the flrst day of each month with Base Rent. Lessor shail notify Tenant of the monthly estimate
due for Operating Expenses, Annualiy Lessor shali notify Tenant of the actual operating Expenses for the
prior year. If Tenant has paid less than the total costs incurred for Operating Expenses for the Leased
Premises, it shall within 15 days pay in full the deficiency. If Tenant has paitl more than the total costs
incurred for Operating Expenses for the Leased Premises, it shall receive a credit against future Operating
Expenses. From April 1, 2002 through December 31, 2002 Lessor shall provide Tenant a monthly credit to
the Operating Expenses by an amount of $10,000 per month.
Tenant acknowledges that the Operating Expenses are determined in part by the management of
Town Square retail maf{. Pursuant to certain tlocumentation inciuding a Management Agreement dated
August 1, 1982 and an Operating Agreement dated December 31, 1989, certain costs associated with the
operation of Town Square Project are incurred by the Owner of Town Square ("OTS") and are reimbursed by
the Lessor. Tenant acknowledges that such costs wili increase as a result of its occupancy and use of the
Leased Premises and Tenant shalf pay any increase in such costs resulting firom TenanYs use of the Leased
Premises. Specif+ca(ly, and without (imitation, Tenant shall pay any increased expense as a resu{t of its use of
the Leased Premises outside of the normal operating hours of Town Square.
Notwithstanding anything herein to the contrary, the OTS shall have no obligation to provide any
services including, but not {imited to, maintenance, repair, heating, cooling, cleaning, tlock access, electricity
or security beyond what is specifically set forth in its written agreements with the Lessor in accordance with
the terms of those written agreements.
27577.3.
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CREDIT. Tenant shall receive a credit against the Base Rent of 10 percent of Gross
Receipts for Operating Expenses paid as set forth above, and the cost of capital impravements paid for by
Tenant provided that said improvement was approved in writing by Lessor prior to installation, and shail only
be required to pay cash to Lessor if 10 percent of Gross Receipts exceeds the amount paid by Tenant for
Operating E�enses. It is understood by the parties that Lessor shall not be obligated to expend any funds
for any purposes wfiatsoever for the operation and maintenance of the Leased Premises, incfuding but not
limited to capital costs.
5. TENANT'S WORK. Tenant at its cost and expense, and with no right of reimbursement from
Lessor, shall do afl work and make all installations ("Tenant's Work") deemed necessary by Tenant for its use
and occupancy of the Leased Premises. All contracts entered into for any such improvements shall require
the contractor to fumish to Lessor a performance and payment bond in accordance with Minnesota Statutes
Section 574.26, subject to the $10,000.00 minimum provitled by such Section. All plans for TenanYs Work
(other than non-material improvements or alterations or routine maintenance) must be approved in writing by
•.. Lessor prior to commencement of construction which approval wiVl not be unreasonably withheld. Prior to
commencement of construction, (other than non-material improvements or alterations or routine
maintenance), Tenant shall tleposit wifh Lessor for disbursement by Lessor sufficient funds for the payment of
all of TenanYs Works. In lieu of a cash deposit, Tenant may provide a letter of credit in form and drawn on a
financiai institution acceptabfe to Lessor. Tenant shall obtain ail necessary permits for Tenants Work.
6. USE OF LEASED PREMISES. Tenant, shall use the Leased Premises for a restaurant,
cooking classes, and for educafional, cuitural and business associafion meetings, parties, receptions and the
serving of food and afcoholic beverages. Tenant shall obtain at its expense all licenses and permits
necessary for its operations.
Subject to the Minnesota Indoor Clean Air Act, TenanPs customers, guests or invitees shall be,
unless prohibited by law, or by Town Square's rules and regulations, which may change from time to time,
permitted to smoke tobacco in the Leased Premises.
Tenant shall not permit the use, generation, release, manufacture, refining, protluction, processing,
storage, or disposal of any Hazardous Substance by Tenant on, under, or about the Leased Premises, or the
transportation to or from the Leased Premises ofi any Hazardous Substance by Tenant, except as specifically
set fosth in this Lease or as aliowed under applicable laws.
For purposes of this Lease, "Hazardous Substance" means any substance designated pursuant to
the Clean Water Act, Title 33 U.S.C. Section 1321, any element, compound, mixture, solution or substance
designated pursuant to the Comprehensive Environmentaf Response, Compensation and Liability Act, Titie
42 U.S.C. Section 9602, any hazardous waste having the characteris6cs iden6fied under or listed pursuant to
the Solid Waste Disposal Act, Title 42, U.S.C. Section 1317(a), any hazardous air pollutant listed under
Section 112 of the Clean Air Act, Tifle 42 U.S.C. Secfion 7412, any imminently hazardous chemical substance
or mi�ure with respect to which the Administrator of the Environmentaf Protection Agency has taken action
pursuant to Section 7 of the Toxic Substa�ces Control Act, Title 15 U.S.C. Section 2606 and any "Hazardous
Waste", "Hazardous Substance," "Pollutant or ContaminanY' as defined in the Minnesota Environmental
Response and Liability Act, Minnesota Statutes, Section 115B.02. The term also inciudes, but is not limifed to
polychlorinated biphenyls, asbestos, urea fiormaldehyde or related substances.
21577.3.
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Tenant sha11, at TenanYs own expense, comply with afV faws regulating the use, generation, storage,
transportation, or disposal of Hazardous Substances ("Laws").
Tenant shall, at Tenant's own expense, make ali Submissions to, provide all information required by,
and comply with all requirements of all govemmental authorities (the "Govemment") under the Laws.
Should any Govemment or any third parry demand that a cleanup plan be prepared and that a clean-
up be undertaken because of any deposit, spiff, discharge, or other refease of Hazardous Substances by
Tenant that occurs during the term of this Lease, at or from the Leased Premises, or which is caused by
Tenant through Tenan£s use or occupancy of the Leased Premises, then Tenant shall, at 7enanYs own
expense, prepare and submit the required plans and all related bonds and other fiinancial assurances; and
Tenant sha{I carry out all such cleanup plans to the extent and level required by the Govemment.
Tenant shall promptly provide all information regarding the use, generation, storage, transportation,
or disposal of Hazardous Substances that is requestetl by the Lessor. 1f Tenant tails to fulfill any duty
imposed under this Paragraph 6 within a reasonable time, the Lessor may do so after providing notice to
Tenant and a reasonable fime to allow Tenant to cure and, in such case, Tenant shall cooperate with the
Lessor in order to prepare all documents the Lessor reasonably deems necessary or appropriale to determine
the applicability of the Laws to the Leased Premises and TenanYs use thereof, and for compliance therewith,
and Tenant shall execute all documents required by law to be executed by Tenant promptly upon the Lessors
request. No such action by the Lessor and no attempt made by the Lessor to mitigate damages under any
law shalf constitute a waiver of any of Tenanfs obligations under this Paragraph 6.
Tenant shall indemnify, defend, and hoid harmless the Lessor and its respective officers, directors,
berteficiaries, shareholders, partners, agenls, and empfoyees from a11 fines, suits, procedures, claims, and
actions of every kind, and al! costs associated therewith (including attorneys' and consultants' feesj arising
soisly out of or connected with any deposit, spill, discharge, or other release of Ha�ardous Substances by
Tenant that occurs during the term of this Lease at, on, or from the Leased Premises, or which is caused by
Tenant through TenanYs use or occupancy of the Leased Premises, or from Tenant's failure to provide all
information, make all submissions, and take ail steps required by the Govemment under the Laws and ali
other environmental laws.
TenanYs and �essor's obligations and liabilities under this Paragraph 6 shafl sunrive the exQiration of
this Lease.
7. RULES AND REGULATIONS. TenanYs use of the Leased Premises shall be subject to the
RULES AND REGULATIONS attached as Exhibit C, the terms and canditions of this Lease, and the
Declaration.
8. INTENTIONALLY OMITTED.
9. REQUIRED PAYMENTS ARE "RENT"; iNTERES7 ON LATE PAYMENTS; BAD CHECK
CHAftGE. In addition to Base Rent, all other payments required to be paid by Tenant to Lessor under the
provisions of this Lease shall be deemed to be and shaii become additionai rent, whether or not the same be
21577.3.
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designated as such. All provisions dealing with abatement of rent shall be construetl to permit the abatement
of annual Base Rent and additional rent, except to the extent specifically provided to the contrary.
All payments required to be paid by Tenanf to Lessor under the provisions of this Lease shall bear
interest at a rate of eighteen percent (18°/0) per annum if Tenant is a corporation, or such lower rate required or
higher rate allowed by said stafute, as amended, if Tenant is other than a corporation, commencing five (5)
days after the due date of each payment and continuing until the date actually paid by Tenant.
10. TAXES, ASSESSMENTS, UTILITIES AND SERVICES. Tenant hereby agrees that it is
Tenant's sole responsibility to provide for and to pay any and all charges for taxes, including personal property
taxes levied for its use of the Leased Premises under Minnesota Statutes, Section 272.01 Subdivision 2.,
instaliments of assessments, even though said taxes and assessmenfs are payable after the termination of
this Lease, and utilities or other services to the Leased Premises which are billed directly to Tenant.
11. RELEASE OF LESSOR; INDEMNIFICATION OF LESSOR. Personal property of Tenant of
any kintl that may be on or at the Leased Premises shall be at the sole risk of Tenant, or those ciaiming
through or under Tenant. Lessor shail not be liable for any negiigence on the part of Tenant, its agents,
contractors, licensees, or invitees; or for any nuisance resulting from the use of the Leased Premises by
Tenant, its agents, contractors, licensees, or invitees. In atldition to matters related to Hazardous Substances
which are subject to Section 6 hereof, Tenant shall indemnify and save harmless Lessor against all liabilities,
tlamages, claims, fines, penalties, costs and other expenses, inclutling reasonable attorneys' fees (collectively
"Indemnified Liabilities"), which may be imposed upon, incurred by, or asserted against Lessor by reason of
the foflowing:
(a) Any use of the Leased Premises or any parf thereof by Tenant, its agents,
contractors, licensees, or invitees.
(b) Any breach or default on the part of Tenant in the performance of any covenant or
agreement on the parf of the Tenant to be performed pursuant to the terms of this Lease, including,
without limitation, any claims arising out of or any way related to the Americans with Disability Act of
1992, 104 Stat. 327 (July 26, 1992).
In the case that any action or proceeding is brought against the Lessor or any of its agents or assigns
by reason of any ciaim identified in this Paragraph 11, the Tenant shall, upon notice from Lessor, resist or
defend such action or proceeding by counsel reasonably satisfactory to Lessor. Notwithstanding any other
provision of this Lease, the foregoing releases and obligations of indemnity of Tenant shall not include claims
resulting from the negligence or willful misconduct of, or breach of this Lease by, Lessor, its agents or
employees, and Lessor will indemnify and save harmless Tenant against all liabilities, damages, claims, fines,
penaities, costs and other expenses, including reasonable attomeys' fees which may be imposed upon,
incurred by, or asserted against Tenant by reason of the foregoing.
12. WAIVER OF SUBROGATION. Lessor waives its righf of subrogation for damage to the
Leased Premises, the contents therein, loss of use thereof, and/or loss of income. Tenant waives its right of
subrogation for damage to property in the Leased Premises, loss of use thereof, loss of income andlor
accounts receivable. Prior to the commencement date, and as often as may be necessitated thereafter due
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to change in insurance, Tenant shaff provide to Lessor acknowledgment by Tenanf's insurer or insurers of the
foregoing waiver of ifs right of subrogation; provided, however, the failure by Tenant to provide such
acknowledgment shall not negate 7enant's waiver of its right of subrogation.
13. CARE OF LEASED PREMISES BY TENANT. Tenant shall maintain the Leased Premises
in a clean, sanitary and safe condition reasonable under the circumstances and the intended use of the
Leased Premises for meetings, parties, receptions and the serving of food and beverages. If after two (2)
business days' notice and opportunity to cure, Tenant fails to keep and presenre the Leased Premises in the
state of condition required by the provisions of this Lease, Lessor, at its option, may put or cause the same to
be put in the condition and state of repair agreed upon, and in such case, Tenant, on demand, shall pay the
costs thereof plus an amount equal to fifteen percent (15%) of such expenditures for overhead and
supervision.
14. ALTERATIONS AND IMPROVEMENTS BY TENANT. Subsequent to Tenant's Work,
Tenant shafl not make any materiai changes, adtlitions, and improvements to the Leased Premises without
the prior written consent of Lessor. All alterations performed at the direcfion of Tenant shall be subject to the
requirement of a performance and payment bond as set forfh in Paragraph 5 above.
15. MECHANICS LIENS. Tenant shall pay timely for labor and material furnished to Tenant in
connection with work of any character performed on the Leased Premises, at the direction or with the consent
of Tenant. Tanant shal{ not permit any mechanics or simi4ar liens to remain upon the Leased Premises
incident to the foregoing. However, Tenant may contest the validity of such lien or claims, provided, Tenant
shall give to Lessor, if required by Lessor, reasonable security to insure payment and to prevent any sale,
foreclosure or forfeiture of the Leased Premises by reason of such non-payment. Upon a final determination
of the validity of any such lien or claim, Tenant shall immediately pay any judgment or decree rendered
against Tenant or Lessor, including but not limited to, all proper costs and charges, and shall cause such lien
to be released of record without costs to Lessor.
16. LESSOR'S ACCESS. Lessor, its agent, employees and/or contractors, antl OTS shall have
the right to enter the Leased Premises at all reasonab4e times for the purpose of inspection and at anytime far
emergency purposes, providetl, that such entry shall be accomplished in a manner that will cause as little
interference with and inconvenience to the TenanYs use as is reasonable under the circumstances. Any
interference with or inconvenience to the Tenant arising out of the exercise by Lessor of the rights set forth in
this paragraph shall not constitute a breach by Lessor of any of its agreemenfs in this Lease, and shall not
result in any diminution of rent or liability on the part of Lessor by reason of inconvenience, annoyance or
injury to TenanYs business, ff Tenant is in default of this Lease, Lessor, or its agents, shall have the right to
exhibit the Leased Premises to prospective tenants or to prospective purchasers at any fime. Except as
provided herein Lessor shall not enter onto the Leased Premises or place property or their items on the
Leased Premises.
17. TENANT'S INSURANCE. Tenant shall obtain and keep in force, at Tenant's expense, for
the term of this Lease, and any extension or renewal thereof, the following insurance.
21577.3.
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A. Such fire and casualty insurance as Tenant shall deem necessary or desirable covering
TenanYs stock in trade, fixtures, fumiture, files, documents, compu!e�s, equipmenf, signs,
and afl ofher instalfaflons, improvements and betterments made by or for Tenant, on or abouf
the Leased Premises.
B. Tenant hereby agrees to defend, indemnify and holtl the Lessor and any of its officers,
agents and employees harmless from any claims, damages, or causes of action arising from
the use and operations of leased Premises by Tenant, its agents; officers, or employees.
Tenant shall provide at its own cost antl expense, liebility insurance naming the Lessor as an
additional insured thereon. Insurance shall cover injury to persons or property in an amount
not less than the limits of the Lessor's liability as set forth in Minn. Stat. §466.01 et seq
(currently $300,000 individual, $1,000,000 aggregate). Tenant shall provide evidence of
such coverage to the Lessor upon execution of the agreement. Nothing in this provision
shail be construed in any manner as a waiver by the Lessor of its statutory limits of liability,
y immunities or exceptions. Tenant shall be obligated to maintain such coverage in fuli force
and effect at al! times that this Lease Agreement is in effect, and failure to do so shali be a
breach thereof.
C. Liquor Liability Insurance required under Chapter 340A of Minnesota Statutes, with Lessor
named as an additional insured.
D. Any other standard insurance policy as may be required reasonably by Lessor from time to
time.
Said insurance required pursuant to the provisions of this paragraph shall be issued by an insurance
company iegally authorized to tlo business in the State of Minnesota; shali be in a form satisfactory to Lessor;
and shali provide for at least thirty (30) days' notice, by certified mail, retum receipt requested, to Lessor
before canceliation, termination, non-renewal or change of such insurance. Evidence of said insurance shail
be provided to Lessos upon request upon occupancy of the Leased Premises.
18. DAMAGE BY FIRE OR OTHER CASUALTY. Tenant, immediately upon TenanYs discovery
thereof, shalf give notice to Lessor of any damage caused to the Leased Premises by fire or other casualty.
19. ASSIGNMENT OR SUBLEASE. Tenant may not, voluntarily or by operation of law, assign
or transfer this Lease, or sublease the whole or any part of the Leased Premises without the prior written
consent of Lessor,
20. NOVATION IN THE EVENT OF A SALE BY LESSOR. In the event of the sale of the
Leased Premises, Lessor shall be and hereby is relieved of all ofi the covenants and obligations created
hereby except as expressly provided herein and such sale shall result automatically in the purchaser
assuming and agreeing to carry out all the covenants and obligations of Lessor herein; provided, however,
thai Lessor shafl not be released from any claim or obligation resulting from a default of Lessor ot otherwise
incurred by Lessor hereunder (including, but not limited to, obligations of Lessor pursuant to paragraph 6
hereofl prior to the date of such sale.
2'1577.3.
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21. ESTOPPEL CERTIFICATE. Within ten (10) days after request fherefore by Lessor, or in the
evenf that upon any sale, transfer, or financing an Estoppel Certificate shali be requested from Tenant,
Tenant hereby agrees to deliver in recordable form an Estoppel Certificafe to the Lessor, any proposed
purchaser, transferee or lender, certifying to such correct facts relating to this Lease as may be requested
reasonably by Lessor.
22. REMEDIES OF LESSOR. In the event that during the term of this Lease any of the foilowing
occur.
A. Tenant shall have failed to pay any installment of rent or any ofher charge provided herein,
or any portion thereof, when the same shall be due and payable, and the same shall remain unpaid
for a period of five (5) days after the same is due;
B. Tenant shall have failed to compfy with any other provision of this Lease, and shall not have
cured such failure within thirty (30) tlays after Lessor, by written notice, has informed Tenant of such
noncompfiance; provided, however, in the case of a default which cannot be cured with due diligence
within a period of thirty (30) days, Tenant shall have such additional time to cure such default as may
be reasonably necessary, provided Tenant proceeds promptiy and with due diligence to cure such
default aSt�r receipt of said notice; or
C. Tenant shall make an assignment for the benefit of creditors or be adjudicated bankrupt;
then Lessor upon writfen notice to Tenant may elect either (i) to cancel and terminate this Lease, and
this Lease shall not be treated as an asset of Tenant's estate, or (ii) to terminate Tenant's right to
possession only without cancefing and terminating TenanYs continued liability under this Lease.
Notwithstanding the fact that initially Lessor elects under (ii) to terminate Tenant's right to possession
only, Lessor shali have the continuing right to cancel and terminate this Lease by serving five (5)
days written notice on Tenant of such further eiection, and shaff have the right to pursue any remedy
at law or in equity that may be available to Lessor.
In the event of election under (ii) to terminate TenanYs right to possession only, Lessor may, at
Lessor's option, enter into the Leased Premises and take and hold possession thereof, without such entry and
possession terminating this Lease, or releasing Tenant, in whole or in part, from Tenanfs obligation to pay the
rent hereunder for the full stated term. Upon such re-enfry, Lessor may remove al! persons and property from
the Leased Premises, and such property may be removed and stored in a pubiic warehouse or elsewhere,
and, wiih respect to property of Tenant oniy, at the cost of and for the account ofi Tenant, without becoming
liable for any loss or damage which may be occasioned thereby. Such re-entry shall be conducted in the
following manner: without resorf to judicial process or notice of any kind in the situation where Tenant has
abandoned or volur�tarily surrendered possession of the Leased Premises; and, othenvise by resort to judiciaV
process. Upon and after entry into possession without termination of the Lease, Lessor may, but is nof
obligated to, relet the Leased Premises, or any part thereof, to any person, firm, or corporation, other than
Tenant, for such rent, for such time and upon such terms as Lessor, in Lessor's sole discrefion shall
determine, but Lessor shall not be required to accept any tenant offered by Tenant or to observe any
instrucfion given by Tenant about such refetting. Lessor may make alterations and repairs, and redecorate
the Leased Premises to the extenf deemed by Lessor necessary or desirable.
21577.3.
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Upon such re-entry, Tenant shall be liable to Lessor as follows:
a. for the unpaid installments of rent and ofher unpaid sums which were due prior to
such re-entry, which sums shalf be payable forthwith;
b. for the installments of rent and other sums falling due pursuant fo the provisions of
this Lease for the periods after re-entry during which the Leased Premises remain
vacant, which sums shall be payable as they become due hereunder;
c. for al( e�enses, inc(uding attomeys' fees, which shall be payable by Tenant as they
are incurred;
d. while the Leased Premises are sub}ect to any new lease or leases made pursuant to
this paragraph, for the amount by which the monthiy installments payabfe under
'� such new lease or leases is less than the monthly installment for all charges payable
pursuant to this Lease, which deficiencies shall be paya6le monthly; and
e. � for interest upon alf of the fioregoing as provided in this Lease.
No such re-entry or taking possession of the Leased Premises by Lessor shall be construed as an
election on its part to terminate this Lease unless a written notice ofi such intention be given by Tenant.
If Tenant shall default in the performance of any covenant requiretl to be performed by it under this
Lease, taking into consideration the grace periods provitled in this paragraph, Lessor may perform the same
for the account and at the expense of Tenant. If Lessor at any fime is compelled to pay, or elects to pay, any
sum of money by reason of the failure of Tenant to comply with any provision of this Lease, or if Lessor is
compelled to incur any expense, including reasonabie attorneys' Pees, in instituting, prosecuting or defending
any action or proceeding instituted by reason of any default of Tenant hereunder, the sum or sums so paid by
Lessor shall be due from Tenant to Lessor on the next date following the payment of such sums upon which a
regufar monthly rentaf payment is due, together with interest, at the rate as specified in this Lease.
No right or remedy herein conferred upon or reserved ta Lessor is intended to be exciusive of any
other right or remedy herein or by law provided, but each shaif be cumulative and in addition to every other
right or remedy given herein or now or hereafter existing at law or in equity or by statute.
23. ACCORD AND SATISFACTION. No payment by Tenant or receipt by Lessor ofi a iesser
amount than the payments required to be paid by Tenant shall be tleemetl to be other than on account of the
earliest rent and other charges required to be paid, nor shall any endorsement or statement on any check or
similar payment be tleemed an accord antl satisfaction, and Lessor shall accept such check or payment
without prejudice to Lessor's right to recover the balance of such rent or other required payment, or pursue
any other remedy providetl in this Lease. Accord and satisfaction, if any, shall be accomplished by a separate
document executetl by Lessor and Tenant.
24. DEFAULT BY LESSOR. Lessor shall not be deemed to be in default under this Lease until
Tenant has given Lessor written notice specifying the naiure of ihe defaull which Lessor is obfigated to cure,
21577.3.
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and Lessor does not cure such default within fen (10) days after receipt of such notice; provided, however, in
the case of a default which cannof be cured, with due diligence, within a period of ten (10) days, Lessor shall
have such additional time to cure such default as may be reasonably necessary, provided Lessor proceeds
promptiy and with due diligence to cure such default after receipt of said notice.
Lessor shall not be deemed to be in default in the performance of any of the provisions of this Lease
if such nonperformance is due to any govemmental restrictions, fire, acts of God, the elements, war, riot,
rebellion or any other cause beyond the reasonable control of Lessor. In the event Lessor fails to perform any
of its obligations under this Lease and Lessor fails to cure such default within the ten (10) day period provided
for above, Tenant's sole remedy shall be to terminate this Lease, by written notice to Lessor, and vacate the
Leased Premises. Tenant shall have no right to claim or collect any damages from Lessor or to pursue any
equitabie remedies, other than termination of this Lease.
25. CONDITION OF LEASED PREMISES AND LESSOR'S PROPERTY AT TERMINATION.
' At terminafion of this Lease, Tenant shall vacate antl tleliver the Leased Premises, all partitions,
improvements, alterations and ofher property of Lessor fo Lessor in as good order antl condition as the sams
were in on the commencement date or were thereafter placed in by Lessor or Tenant, reasonable wear and
tear excepted. Tensnt, however, is not obligated to remove Hazardous Substances existing or present on the
Leased Premises prior to the execution of the Lease. On or before the last day of the term of this Lease or
the sooner termination thereof, Tenant, at its expense, shall remove all of its equipment from the Leased
Premises, and any property not removed shall be deemed abandoned. To the extent TenanYs property is
removed pursuant to this paragraph, Tenant, at its cost and expense, shall repair any tlamage done to the
Leased Premised by such removal. It Tenant chooses not to remove its property, Lessor may require Tenant,
at TenanYs cost and expense, to remove its property and restore the Leased Premises to good condition and
repair.
26. RELATIONSHIP OF THE PARTIES. Nothing contained in this Lease shail be deemed or
construed by the parties hereto or by a third party to create the relationship of principal and agent or of
partnership or of joint venture or of any association whatsoever between Lessor antl Tenant, it being
expressly understood and agreed that neither the method of computation of rent, nor any other provisions
contained in this Lease, nor any act or acts of the parties hereto, shaii be deemed to create any relationship
between Lessor and Tenant other than the relationship of Lessor and Tenant.
27. NOTICES. All notices and communicafions of similar legal import from either Lessor or
Tenant to the other shall be in writing and shall be considered to have been duly given or served if sent by
first class certified or registered mail, retum receipt requested, postage prepaid, to the party or parties at its
address set forth below, or to such ofher address as such party may hereafter designate by written notice to
the other party or parties.
A. If to Lessor, to: City of Saint Paul
Department of Parks & Recreation
300 City Hall Annex
25 W. Fourfh Street
St. Paul, MN 55102
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B. If to Tenant, to: Michael Wong
c/o Patrick Chades Smith, Esq.
Lawyers Professional Building
3109 Heanepin Avenue South
Minneapolis MN 55408
28. DEFINITION OF LESSOR, TENANT AND GUARANTOR; JOINT AND SEVERAL
LIABILITY. The words "Lessor', 'TenanY' and "Guarantor" used herein shali include the plural thereto and the
necessary changes required to make the provisions hereof apply to corporations, partnerships, associations,
or men or women shall be construed as if made. If two or more parties are referred to collectively under one
designation, the liability of each shall be joint and several.
29. WAIVER. The receipi of rent by Lessor with knowledge of any breach of this Lease by
Tenant or of any default on the part of Tenant in the observance or performance of any of the obligations or
covenants of this Lease shall not be deemed to be a waiver of any provisions of the Lease. Payment of rent
by Tenanf wit� knowledge of any breach of this Lease by Lessor or of any default on the part of Lessor in the
observance or performance of any of the obiigafions or covenants of this Lease shall not be deemed to be a
waiver of any provision of this Lease. No failure on the part of Lessor or Tenant, as the case may be, to
enforce any'obligatfon or covenant herein contained, nor any waiver of any right hereunder by Lessor or
Tenant, as the case may be, unless in writing, shall discharge or invalidate such obligation or covenant or
affect the right of Lessor or Tenant, as the case may be, to enforce the same in the event of any subsequent
breach or default.
30. INVALIDITY. If any part of this Lease or any part of any provision hereof shall be
adjudicated to be void or invalid, then the remaining provisions hereof nof specifically so adjudicated to be
invalid sha41 be executed without reference to the part or porfion so ad'}udicated insofar as such remaining
provisions are capable of execution.
31. GOVERNING LAW. This Lease shall be subject to and governed by the laws of the State of
Minnesota, and all questions concerning the meaning and intention of the terms of this Lease and conceming
the valitlity hereof and questions relating to performance hereunder shall be adjudicated and resolved in
accortlance with the laws of thaf state, notwithstanding the fact that one or more of the parties now is or may
hereafter become a resident of a different stafe.
32. HEADfNGS. The headings of the paragraphs and subparagraphs ofi this Lease are for
convenience of reference only and do not form a part hereof antl shall not be interpreted or construed to
modify, fimit or amplify such paragraphs and subparagraphs.
33. CONDEMNATION. If all or a substantiaf part of the Leased Premises is taken in
condemnation proceedings instituted under the power of eminent domain or is conveyed in lieu thereof under
threat of condemnation, Tenant may elect to terminate this Lease as of the date the condemning authority
acquires title to the Property.
21577.3.
0�-2�
34. PARTIES IN lNTEREST. This Lease shall inure to the benefit of and be binding upon the
heirs, executors, administrators, successors and assigns of Lessor; and shall inure to the benefit of, subject to
the provisions of Paragraph 19, and be binding upon the successors antl assigns of Tenant.
35. SHORT FORM LEASE. Neither party shall record this Lease without the written consent of
the other party; however, upon the request of either Lessor or Tenanf, the other party shall join in the
execution of a memorandum or so-calied "short form" of this Lease for the purpose of recordation. Said
memorandum or short form of this Lease shall describe the parties, the Leased Premises, the term of this
Lease, any special provisions, and shall incorporate this Lease by reference. Any fees required to be paid in
order to record such memorandum or short form of this Lease shall be paid by the party desiring to record
svch memorandum or short form of this Lease.
36. ENTIRE AGREEMENT; EXHIBITS. This Lease, including the Exhibits, contains the entire
agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, e�ension, or discharge is sought.
37. COUNTERPARTS. This Lease may be executetl in any number of counterparts, each of
which shall be deerr3ed to be an originai, but all of which shall constitute one and the same instrument.
38. HOLDING OVER. If after expiration of the Lease Term, Tenant remains in possession of
the Leased Premises with Lessor's permission (express or implied), Tenant shall become a tenant from month
to month only, upon ali the provisions of this Lease (except as to term and Base Rent), but the Base Rent
payable by Tenant shall be increasetl fo one hundred fifty percent (150%) of the Base Rent payabie by
Tenant at the expiration of the Lease Term. Such monthly Base Rent shali be payable in advance on or
before the first day of each month. If either party desires to terminate such month-to-month tenancy, it shall
give the other party not less than thirty (30) days advance written notice of the date of termination.
39. QUIET ENJOYMENT. Upon Tenant performing its obligations and covenants under this
Lease, Lessor hereby represents and warrants that Tenant shall have quiet enjoyment of fhe Leasetl
Premises and all of the rights and privileges free from any disturbance or interference but subject to rules,
ordinances, directives of governing authorities, the powers of eminent domain and to fhe terms and provisions
of this Lease.
40. BROKER'S COMMISSION. Tenant agrees to pay any brokerage commission due to
Patrick Charles Smith, and Lessor shall have no obligafion to pay any broker fees or real estate commissions
in connection with this Lease.
41. SECURITY. Tenant shall employ off duty Saint Paul Police Officers to provide security in
and around the Leasetl Premises for any private party or reception event scheduled to serve liquor, and any
event, excluding the restaurant and cooking classes, on the weekends or after 5:00 pm, Montlay through
Friday.
42. SECURITY DEPOSIT. Tenant shall deposit $30,000.00 with Lessor upon the execution of
this Lease as a securify deposit. Said security deposit shall be released to Tenant upon the termination of
this Lease and the performance by Tenant of all obligations untler the Lease.
2t 577.3.
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43. HOURS OF OPERATION. Tenant agrees fhat all evenfs will end no lafer than 1:00 am, and
will not commence any sooner than 7:00 am.
44. SUB-GQNTRACT. Upon request by Lessor, and subject to Lesso�s approval, Tsnant shall
provide a copy of all agreements and contracts between Tenanf, and any party who will assisf Tenant in
carrying out fhe terms and conditions of this Lease.
45. SMOKING. Lessor shall grant Tenant an exemption from Lessor's prohibition against
smoking in City-owned facilities.
Notwithstantling anything herein to the contrary, Tenant shall nof permit smoking outside of
the �eased Premises or in a manner that disrupts the use, occupancy and quiet enjoyment of other tenants in
the Town Square Project.
46. ` TRASH AND RUBBISH. Tenant shall not permit trash, waste or rubbish to accumulate in
any partion of the Town Square Projecf and sha11 promptly remove the same.
>
47: D6CK USAGE. Tenant shall use the docks only for the purposes of foading and unloading
commercial delivery vehicles in accordance with the OTS rules and regulations attached hereto as Exhibit D.
Tenant acknowledges that the rules antl regulations attached hereto as Exhibit D may be amendetl by the
OTS from time to time in the OTS's sole discretion. Tenant shall not permit any parking in the dock areas. In
the event that the Tenant requires access to fhe docks other than during normaf dock hours, Tenant shall
provide to OTS 48 hours advance written notice. OTS shail not be obligated to provide dock access unless
Tenant provides such advance notice. Tenant shaif be responsible for all costs associated with its use ofi the
dock areas. Tenant shall be permitted to use the rolling door located between Town Square Parking Ramp
and Town Square Project for deliveries, through the freight efevator, providing Tenant gives advanced notice
to Town Square Project security.
48. ACCESS TO LEASED PREMISES. Lessor has provided Tenant with keys to access the
Leased Premises. Any person presenting a key to 7own Square Project security shall be permitted access to
the Leased Premises. OTS and Lessor shall have no responsibility to Tenant for damage to or theft from the
Leased Premises and Tenant agrees to fully defend and indemnify the OTS and Lessor for all claims,
ailegations, law suits, arbitrations or other actions including OTS's and Lessor's attorneys' fees and costs
arising from or in any way related to Tenant's use of the Leased Premises.
49. QllIET ENJOYMENT. Tenant shall not engage in any activity which interferes with the use,
occupancy and right of quiet enjoymenf of other tenants and occupants of the Town Square Project.
50. NO THIRD PARTY BENEFICIARIES. Notwithstanding the foregoing and notwithstanding
anything herein to the confrary, the OTS shall be deemed to be a third party beneficiary of TenanPs
obligations and duties hereunder including, without limitation, Tenant's obligations under the Rules and
Regulations set forth in Exhibit C hereto.
21577.3.
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51, RIGHT OF TERMINATION. Notwithstantling anything herein to the contrary, Lessor (and its
successors and assigns) shall have fhe unconditional right fo terminate this Lease at its sole discretion and
without cause effective December 31, 2002. Lessor shall provide written notice of termination fo Tenant no
later than December 15, 2002. Upon such notice of terminafion, Tenant shall peaceably surrender the leased
premises in accordance with paragraph 25 of the Lease.
NO THIRD PARTY BENEFICIARIES. This Lease is made and enfered into solely for the benefit of
the parties and is not intended to create any right ofi any third party and no third parry will be deemed a
beneficiary hereof.
The parties hereto have duly executed this Agreement of Lease effective as of the date antl year first
above written.
Michael Wong CITY OF SAINT PAUL
' � dba, TOWN SQUARE GARDEN,INCORPORATED
gy � =— /„� t � sY
Its - � ' c' _ Its
��cri ���py—
By
Its
By
Its
Drafted by:
Terrence J. Garvey, #33674
1900 Landmark Towers
345 St. Peter St.
St. Paul, MN 55102
21577.3.
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EXHIBIT C
Rules and Regulations
A. The entrances, halls, corridors and loading areas of the Town Square Project ("the
Building") shall not be obstructed or used as a waiting or lounging place by Tenant,
and their agents, servants, employees, invitees, licensees and visitors. All entrance
doors leading from any demised premises to the hallways are to be kept closed at all
times. The outside areas immediately adjoining the leased premised shall be kept
ciear at all times by Tenant, and Tenant shall not place or permit any obstructions,
garbage, refuse, merchandise or display in such areas.
B. � In order that the Building may be kept in a state of cieanliness, Tenant shall, during the
term of each respective Lease, keep its Leased Premises and areas adjacent to it in
neat and clean order. Tenant shall not cause any unnecessary labor by reason of
• such TenanPs carelessness or indifference in the preservation of good order and
cleanliness of the demised premises. Tenants will see that (1) the doors are securely
locked, and (2) all water faucets and other utilities are shut off (so as to prevent waste
or damage) each day before leaving the demised premises. In no event shall Tenant
set any item, including rubbish in the public hallways or other areas of the property,
excepting TenanYs own Leased Premises.
C. All deliveries are to be made through the Town Square common area loatling docks.
All damage done to Building by the delivery or removal of such items, or by reason of
their presence in the Builtling, shall be paitl to Lessor upon demand, by Tenant, by,
through or under whom such damage was done. Tenant is to assume all risks as to
the tlamage to articles moved and injury to persons or public engaged or not engaged
in such movements, including equipments, property and personnel of Lessor or other
owners within the Building if damaged or injured as a result of acts in connection with
carrying out this seruice for a Tenant from the time of entering the property to
completion of work. Lessor shall not be liable for acts of any persons engaged in, or
any damage or loss to any said property of persons resulting from any act in
connection with such service performed by Tenant. There shail not be use in any
space, or in the public halls of the Building, either by Tenant or by jobbers of others, in
the delivery or receipt of inerchandise, any hand trucks, except those equipped with
rubber tires. Lessor retains the right to prescribe the weight and position of safes or
other heavy equipment.
D. The restrooms, toilets, urinals, wash bowls and water apparatus located in Leased
Premises shall not be used for any purpose other than for those for which they were
constructed or installed, and no sweeping, rubbish chemicals or other unsuitable
substances shall be thrown or placed therein. The expense of any breakage,
stoppage or tlamage resulting from vioiaiion(s) of this rule sha�i be borne by Tenant.
z�a-a��
E. No sign, light, name placard, poster advertisement or notice visible from the exterior af
any Leased Premises, shall be placed, inscribed, painted or affixed by Tenant on any
part of the Building without the prior written approval of Landlord. All signs or letterings
on doors or otherwise, approved by Lessor, shall be inscribed, painted or affixed at the
sole expense of the Tenant, or by a person approved by Lessor.
F. No signaling, telegraphic or telephonic instruments or devices, or other wires,
instrument or devices, shall be installed in connection with any Leased Premises
without the prior written approval of Lessor. Such instalfations, and the boring or
cutt+ng for wires, shall be made at the sole cost and expense of Tenant and under
control and direction of Lessor. Lessor retains, in all cases, the right to require (1) the
installation and use of such electrical protecting devices that prevents the transmission
of excessive current of electricity info or through the Building, (2) the changing of wires
and of their installation and arrangement underground or otherwise as Lessor may
direct, and (3) compliance on the part of all using or seeking access to such wires with
- such ru{es as Lessor may establish relating thereto. A11 such wires usetl by Tenants
must be clearly tagged at the distribution boards and junction box and efsewhere in the
Building with (1) the number of the Leased Premised to which saitl wires are used, (2)
• the purpose for which saitl wires are used, and (3) the name of the company operating
same.
G. Tenant, their agents, servants, employees, invitees, licenses, or visitors shall not,
without Lessor prior approval:
1) enter into or upon the roof of the Builtling or any storage, electrical or tefephone
closet, or heating, ventilation, air conditioning, housing areas;
2) use any additional method of heating or air conditioning;
3) sweep or throw any dirt or other substances into the corridors or from the Building;
4) bring in or keep in or about the Leased Premises any vehicles, bicycles,
motorcycles or animals of any kind; NO PETS ALLOWED.
5) install any radio or television antennas or any other device or item on the roof,
exterior wails, wintlows or windowsills of the Building;
6) deposit any trash, refuse, cigarettes, or other substance of any kind within or out of
the Building, except in the refuse containers provided thereof.
7) use any Leased Premises:
a) for any immoral or unlawful purpose;
b) for lodging or sleeping
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8) be permitted to operate any device that may produce an offensive odor, cause
noise, vibrations or air waves to be heard or felt outside the Leased Premises or
which may omit electrical waves that will impair radio, television or any other forms
of communication system. If two or more customers of the RadissonlTown Square
Hotel on any night that Tenant has an event that operates after 10 p.m. are
provided a free room because they have complained about noise caused by
Tenant, then Tenant will reimburse Hotel for the loss of revenues.
H. In no event shall any person bring into the Leasetl Premises or common areas of the
Building inflammables such as gasoline, kerosene, naphtha and benzene or
explosives or firearms or any other article of intrinsically dangerous nature. If by
reason of the failure of Tenant to comply with the provisions of paragraph 17, any
insurance premium payable by Landlord for all or any part of the Building shall at any
time be increased above normal insurance premiums for insurance not covering the
items aforesaid. Landlord shall have the option to either terminate the Lease or to
° require Tenant to make immediate payment for the whole of the increased insurance
premium.
I. � Tenant shall comply with all applicable fetleral, state and municipal laws, ordinances
and regulations and Building rules, antl shall not directly or indirectly make use of the
Leased Premises which may be prohibited thereby or which shail be dangerous to
person or property or shall increase the cost of insurance or require adtlitional
insurance coverage.
J. If Tenant desires signal, communication, alarm or other utility or service connection
installetl or changed, the same shall be made at the expense of Tenant, with approval
and untler direction of Lessor.
K. No canvassing, soliciting, distribution of hantlbills or other written material shall be
permitted in Town Square.
L. No auction, selling-out, bankruptcy or fire sales shall be conducted on or about the
leased premises without the prior written consent of Lessar.
M. Tena�t shall give Lessor prompt notice of all accidents to or defects in air conditioning
equipment, piumbing, electrical facilities or any part of appurtenances of the Leased
Premises.
N. Tenant, at its expense shall employ a professional pest exterminator to protect Leased
Premises, and trash area from vermin, insects and bugs.
0. Tenant shall not waste electricity or water and agrees to cooperate fully with Lessor to
assure the most effective operation of the Building's heating and air conditioning
system, antl shall not adjust any controls.
Tenant assumes full responsibility for protecting its space from theft, robbery, and
piiferage, which includes keeping doors locked and other means of entry to the space
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closed and secure. Lessor sha11 be in no way responsibie to the Tenant, its agents,
employees, or invitees for any loss of property from the Leased Premises or public
areas or for any damages for any property thereon from any cause whatsoever.
Q. Tenant shall not install and operate machinery or any mechanical devices of a nature
not directly related to TenanYs ordinary use of the premises without the written
permission of the Lessor.
R. No person or contractor shall be used to perform window washing, cleaning,
decorating, repair or other work in the premises without the express written consent of
Lessor. No hook, nails or screws shall be driven into or inserted in any part of the
Building without Lessor written consent.
S. Tenant agrees to properly maintain its ventilation and exhaust systems.
T. ` Prior written approval, which shall be at Lessor's sole discretion, must be obtained for
installation of any solar screen material, window shades, blinds, drapes, or other
similar equipment and any window treatment of any kind.
U. Lessor shall in all cases retain the right to control ar prevent access thereto by all
persons whose presence, in the judgment of the Lessor, shall be prejutlicial to the
safety, character, reputation or interests of the Builtling and its Tenants.
V, Tenant agrees to clean Leased premises, including kitchen and common areas
adjacent to Leased Premises within four hours after the end of each day.
W. Lessor reserves the right to rescind, make reasonable amendments, modifications and
additions to the rules and regulations heretofore set forfh, antl to make additional
reasonable rules and regulations as in Lessor's sole judgment, may from time to time
be needed for the safety, care, cleanliness and preservation of good order of the
Building.
X. Tenant shall semi-annuafly have its drains professionally cleaned and jetted.
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EXFiIBIT D
LOADING DOCK ANU DELIVERIES
LOADING DOCK AND DELIV.ERIES
AU deli.veries af marchandisa, equipment, supplies, atc., muet arri�e at the Laading Dock
and'6e moved via. the freight elav�tor. Dalivaries ar: not permitted ttvnugh any other
North Central Lifa Towar entranca, passenger elevators or escalator. _
The North Cenual Life Towe.*'s I.oading Aocl; ie loCated on t}ae concou*se levei. T�'ucks
and cars rasking deiiveries may enter the Loading Dock at the corner of Cedar Street and
7`�' Stree[. The Loading l�ack is 12'6" hlgh.
PIorth Ccptral Life Towar Freight Blevatoz servica ai2e capacity is as follows:
Door Widzh 40'
Door Height 7'
C�b Width 5'
C�b UepYh 9'
Cab Capaciry 3,000�
Losding Aoek hours are 7;00 a.m. to 5:00 p.an,, Manday tl�raugh Friday. Tha lazge
encrance doore w tlae Loading Dock ara controll.ed by the Dock Manager at al1 times. AlI
deliveriea muet check in wich the Daok Manager benvean Che hours of 7:00 x.m snd 5:00
p,m. Eveaing or waekend deliveries muet be coordinated through the Managemant
Offiee. ?legae �ali 65� Z9�, i336 nt Ien,vt 48 houre in edv�nce rn�.vaek�nd or evening
delive»es. No seaervations are naeded duriiig tha noisnal dock hours, ae �cks are
� fi 4* �nme f�r�t sarve ba4is ontv. Aecaes to the dock is conaolled at all
tirnes.
1. PARKING OF ANY �'EI�ICLES IiV' THE LOA]3ING gOCI{ A1tEA I& NOT
A�RMITTED AT AbIY TIME QTHER THAN DDRIFVG ACTUAI. I.OAAING
OR UNLOAI?ING. If deliverias aze made to the Loading Dock in TananYs own Caz,
thc dslivery psrson raust be unloading an.d Uae vehicle i.mmadiately moved.
2. Lsrge deli.veries, suclt as furniture, must be coorqinated at 1.eaet 24 hours in advance
of any daSivery. Call the Managemenk Ofn.ce 2A houra in advanca of any delJVery at
651-291•5336 to makethsee arrangements,
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EXHIBIT D
i
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LOAD�NG DfJCK AND DELIVERTES
I.
LpADING DOCK A1VD. DELIVERIES (continued)
3. Labor and equipment for l.oading aad unloading inuet be supplied by the ehipper
es�d/ot tcnanc. Howave�, dock equipment snch as iaur-wheel end two-wheei carts is
available for Tenant use with prior approval.
4. Na mArerials or equipmant of any kir�d can ba atorad on the Loading nack—not even
far a short period of time, unlesa it is approved ahead of tims tluough the Oparations
D�partment at 651-291-5336. Tf not iRUnediataly removed, it wil! be "hashed".
5. No material may be storad in corrid.ors or in any othet srea adjacent to the Loading
Dock. '
6, p,ll ahippexs musc clean ehe azea immadiatoly afler delivery af good.e and take all
pallets with them whan Iasving. If the area is not cleaned, Senrinel Property
Management will pravida laY,or foT clean np a�id the TanAnt wiA be billed at the rate
of �36,OQ per hour with s minimum charge o£ona (1) hour.
7. Cantainers o.f any kind map not be washed on khe dock area.
g, please review cl.earances and eqvipment needs with the Managema�at Of6ce before
scheduling the delivery of any lerge, Song, or bulky items,
Da-��d
AGREEMENT OF LEASE
TJG 3/412002
THiS AGREEMENT OF LEASE ("Lease") is made and entered into as of Ap' 1, 2002, by and
between the CITY OF SAINT PAUL, a municipai corporation of Minnesota ("Lesso�'), an ichael Wong, dba
TOWN SQUARE GARDEN, INCORPORATED, (`TenanY').
BACKGROUND
The Town Square Project has been constructed upon certain real es te (collectively, the "Building")
located in downtown St. Pauf, Ramsey County, Minnesota, beiween 6� Str e1, 7� Street, Cedar Street, and
Minnesota Street.
The Town Square Project is comprised of an underground
office towers, and a public park.
Lessor owns the public park portion of the Town
hereto.
The Building is subject to certain restrictions
property (" the Deciaration").
Lessor desires to lease to Tenant the public
Town Square Park ("Leased Premises") as shown on
NOW, THEREFORE, THE PARTIES
SUBMISSION OF LEASE.
a reseruation of or option for the Leased
afier City Councii approval and upon exei
any. �
2. THE LEASED
the Leased Premises.
3. TERM. The
2002, and terminating
this Lease as of Seqte
ramp, a retail mall, a hotel, two
Project as shown on Exhibit A attached
and benefiting the respective owners and
: portion of the Town Square Project known as the
Exhibit B.
AS FOLLOWS:
� submission of the Lease for examination does not constitute
ises, and this Lease shall become effecfive as a Lease only
and delivery thereof by Lessor and Tenant, and Guarantor, if
Lessor leases to Tenant, and Tenant rents of and from Lessor,
�(n of this Lease shall be for a period of FIVE (5) years commencing APRIL 1,
31, 2007, un{ess terminated ear4ier as provided herein. Tenant may tesminate
2002, without cause.
4. BA9� RENT AND OPERATING EXPENSES. Tenant shail pay monthly to Lessor, payabie
at the address designated in this Lease for service of notice upon Lessor, or at such other place as Lessor
may designate in writing to Tenanl, as Base Rent, exclusive of any oiher charge to be paid by Tenant, a sum
equal to 10 perceni of Gross Receipts for the prior month. For purposes of this Agreement, Gross Receipts
shall mean ali revenues and income of any kind proper(y accrued and derived, directfy or indirectly, from the
da-a�a
Tenants operations, including, without limifation, all revenues derived from the sale of food and beverages
and all rents or fees payable to Tenant by users of the Leased Premises. Tenant shall report monthly ifs
Gross Receipts to Lessor prior to the 20m day of the following month. Lessor may requesf reasonable
addifional informafion from Tenant and may audit Tenant's books and records annually. /
OPERATING EXPENSES. The Annual Rent shall consist of Base Rent a set forth above,
and Operating Expenses. Tenant shall pay when due ail Operating Expenses. T term "Operating
Expenses" hereby is defined to mean all expenses including capital improvemen incurred or paid in
connection with Town Square Park (Leased Premises), and expenses which for fed al income tax purposes
may be deducted as an expense, including, but not limited to, the following: all as essments paid or incurred
by Lessor pursuant to the Town Square Declaration or any other assessment o common area charge whicfi
would otherwise be payable by Lessor as a cost connected with Town Squar ar1c, al! ceal estate taxes and
aii installments of assessments, and any taxes in lieu thereof, which may b evied upon or assessed against
the Leased Premises and its common areas due and payable during ach lease year; rental taxes; all
insurance which Lessor deems necessary or advisable to obtain and intain in connection with the Leased
Premises and all insurance premiums required to be paid under the eclaration; permit and inspection fees;
electricity; heating; air conditioning; water; sewage usage or rent ; utilities; supplies and materials; labor;
maintenance and repairs including window antl glass replacem nt caulking or other repairs; landscaping;
janitorial and security seroices; professional fees reasonably r ated to the operation of the Building and its
common areas; reasonabfe fees for management of the buil ' g and its common areas in the amount which
is within the parameters which is generally acceptetl in the tropolitan St. Paul — Minneapolis area for quality
management of a comparable facility. Tenant shall pay o Lessor 1112 of the estimated annual operating
expenses on the first day of each month with Base Re . Lessor shall notify Tenant of the monthly estimate
due for Operating Expenses, Annually Lessor shall otifij Tenant of the actual operating Expenses for the
prior year. If Tenant has paid less than the tota costs incurred for Operating Expenses for the Leasetl
Premises, it shall within 15 days pay in full the eficiency. If Tenant has paid more than the total costs
incurred for Operating Expenses for the Lease Premises, it shall receive a credit against future Operating
Expenses. If Tenant elects not to terminate is Lease as of September 30, 2002, as provided in Arficle 3,
hereof, Operating Expenses except taxes a assessments payable under Article 10 hereof, shaff be forgiven
forthe period from October 1, 2002, throu_ March 31, 2003.
GREDIT. Tenant s II receive a credit against the Base Rent of 10 percent of Gross
Receipts for Operating Expenses p d as set forth above, and the cost of capital improvements paid for by
Tenant provided that said improve ent was approved in writing by Lessor prior to installation, and shall only
be required to pay cash to Less r if 10 percent of Gross Receipts exceeds the amount paid by Tenant for
Operating Expenses. If is und rstood by the parties that Lessor shafi not be obligated to expend any funds
for any purposes whatsoeve for the operation and maintenance of the Leased Premises, including but not
limited to capifal costs.
5. TENA 'S WORK. Tenant at its cost and expense, and with no right of reimbursement from
lessor, shall do a!I w k and make al! installations ("Tenant's Wo�k") deemed necessary by Tenant for its use
and occupancy of e Leased Premises. All contracts entered into for any such improvements shali require
the contractor to mish to Lessor a performance and payment bond in accordance with Minnesota Statutes
Section 574.2 , subject to the $10,000.00 minimum provided by such Secfion. All plans for TenanYs Work
(other than non-material improvements or alterations or routine maintenance) must be approvetl in writing by
215772. 2
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Lessor prior to commencement of construction which approval will not be unreasonably withheid. Prior fo
commencemenf of construction, (other than non-material improvements or aiterations or r ine
maintenance), Tenant shall deposit with Lessor for disbursement by Lessor sufficient funds for the p ment of
all of TenanYs Works. In lieu of a cash deposit, Tenant may provide a letter of credit in form and rawn on a
financial institution acceptable to Lessor. Tenant shall obtain all necessary permits forTenants ork.
6. USE OF LEASED PREMISES. Tenant, shall use the Leased Premis for a restaurant,
cooking classes, and for educationai, cuituraf and business association meetings, parii , receptions and the
serving of food and alcoholic beverages. Tenant shall obtain at its expense a licenses and permits
necessary for its operations.
Subject to the Minnesota Indoor Clean Air Act, TenanYs a
unless prohibited by law, or by Town Square's rules and regulations,
permitfed to smoke tobacco in the Leased Premises.
aests or invitees shall be,
change from time to time,
Tenant shail not permit the use, generation, release, manufac re, refining, production, processing,
storage, or disposal of any Hazardous Substance by Tenant on, unde , or about the Leased Premises, or the
transporfation to or from the Leased Premises of any Hazardous Su stance by Tenant, except as specifically
set forth in this Lease or as allowed under applicable laws.
For purposes of this Lease, "Hazardous Substance" eans any substance designated pursuant to
the Clean Water Act, Titie 33 U.S.C. Section 1321, any ele nt, compountl, mixture, solution or substance
designated pursuant to the Comprehensive Environmental esponse, Compensation and Liability Act, Title
42 U.S.C. Section 9602, any hazardous waste having the haracteristics identified under or listed pursuant to
the Solid Waste Disposal Act, Title 42, U.S.C. Sectio 1317(a), any hazardous air poliutant listed under
Section 112 of the Clean Air Act, Title 42 U.S.C. Secti 7412, any imminentiy hazardous chemical substance
or mi�use with respect to which the Administratos the Environmental Protection Agency has taken action
pursuant to Section 7 of the Toxic Substances Co trol Act, Title 15 U.S.C. Section 2606 and any "Hazartlous
Waste", "Hazardous Substance," "Pollutant or ontaminanC as defined in the Minnesota Environmental
Response and Liability Act, Minnesota Statut , Section 115B.02. The term also includes, but is not limited to
polychiorinated biphenyls, asbestos, urea f maldehyde or related substances.
Tenant shall, at Tenanf's
transportation, or disposal of Haz�
Tenant shall, at
and comply with all requ
xpense, comply with all laws regulating the use, generation, storage,
Substances ("Laws").
'own expense, make aIl Submissions to, provitle all information required by,
of all governmental authorities (the "GovemmenY') untler the Laws.
Should any Gove ment or any third party demand that a cleanup plan be prepared and that a clean-
up be undertaken bec se of any deposit, spifi, dlscharge, or other release of fiazardous Substances by
Tenant that occurs d ring the term of this Lease, at or from the Leased Premises, or which is caused by
Tenant through T anYs use or occupancy of the Leased Premises, then Tenant shall, at TenanYs own
expense, prepar and submit the required plans and a11 related bonds and other financiaf assurances; and
Tenant shall rry out all such cleanup plans to the extent and level required by the Government.
2157Z2. 3
Da-a.�d
Tenant shall promptly provide all information regarding the use, generation, storage, transportation,
or disposal of Hazardous Substances that is requested by the Lessor. If Tenant fails to fulfill any duty
imposed under this Paragraph 6 within a reasonable time, the Lessor may do so after providing nof to
Tenant and a reasonable time to allow Tenant to cure and, in such case, Tenant shall cooperate ith the
Lessor in order to prepare all documents the Lessor reasonably deems necessary or appropriate t etermine
the applicability of the Laws to the Leased Premises and Tenant's use t�ereof, and for complia e therewith,
and Tenant shall execufe all documents required by law to be executed by Tenant promptly u n the Lessor's
request. No such action by the Lessor and no attempt made by the Lessor to mitigate d ages under any
law shall constitute a waiver of any of TenanYs obligations under this Paragraph 6.
Tenant sha11 indemnify, defend, and hold harmfess ihe Lessor and its res ective officers, directors,
beneficiaries, shareholders, partners, agents, antl employees from ail fines, su� s, procedures, c�aims, and
actions of every kind, and all costs associatetl therewith (including attomeys' nd consultants' fees) arising
sole4y out of or connected with any deposit, spill, discharge, or other re{ea e of Hazardous Substances by
Tenant thai occurs during the term of this Lease at, on, or from the Leas Premises, or which is causetl by
Tenant through TenanYs use or occupancy of the Leased Premises, o from TenanYs failure to provitle all
information, make al4 submissions, and take alf steps required 6y th Govemment under the Laws and all
other environmentai laws.
TenanYs and Lessor's obligations and liabilities untler th}� Paragraph 6 shall survive the expiration of
this Lease. �
7. RULES AND REGULATIONS. TenanYs e of the Leased Premises shafi be subject to the
RULES AND REGULATIONS attached as Exhibit C, e terms and conditions of this Lease, and the
Declaration.
8. INTENTIONALLY OMITTED.
9. REQUIRED PAYMENTS AR "RENT"; IN7EREST ON LATE PAYMENTS; BAD CHECK
CHARGE. ln addition to Base Rent, all ot r payments required to be paid by Tenant to Lessor under the
provisions of this Lease shall be deemed be and shall become additional rent, whether or not the same be
designated as such. All provisions dea' g with abatement of rent shall be construed to permit the abatement
ofi annual Base Rent and additionaf r t, except to the e�ent specificafly provided to the contrary.
Ali payments required t be paid by Tenant to Lessor under the provisions of this Lease shail bear
interest at a rate of eighteen p rcent ({8°l0) per annum if Tenant is a corporation, or such {ower rate required or
higher rate allowed by said tatute, as amended, if Tenant is other than a corporation, commencing five (5)
days after the due date o ach payment and continuing until the date actually paid by Tenant.
10. T S, ASSESSMEN7S, UTILITIES AND SERVICES. Tenant hereby agrees that it is
Tenanfs sole resp sibility to provide for and to pay any and ali charges for taxes, inciuding personal property
taxes levied for ' s use of the Leased Premises under Min�esota Statutes, Section 272.01 Subdivision 2.,
instailments o assessments, even though said taxes and assessments are payable after the termination of
this Lease, tl utilities or other services fo the Leased Premises which are billed directly to Tenant.
21577.2. 4
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11. RELEASE OF LESSOR; INDEMNIFICATION OF LESSOR. Personal property of Tenant of
a�y kind that may be on or at the Leased Premises shall be at the sole risk of Tenant, or those claiming
through or under Tenant. Lessor shali not be liable for any negligence on the part of Tenant, its age ,
contractors, licensees, or invitees; or for any nuisance resulting from the use of the Leased Premi s by
Tenant, its agents, contractors, iicensees, or invitees. in addition to matters related to Hazardous S stances
which are subject to Section 6 hereof, Tenant shall indemnify and save harmless Lessor agains II liabilities,
tlamages, claims, fines, penalties, costs and other expenses, including reasonable attomeys' f es (collectively
"Indemnified Liabilities"), which may be imposed upon, incurred by, or asserted against L sor by reason of
fhe foliowing:
(a) Any use of the Leased Premises or any part
contractors, licensees, or invitees.
(b) Any breach or default on the part of Tenant in
agreement on the part of the Tenant to be performed pursuant
without limitation, any claims arising out of or any way related t�
1992, 104 Stat. 327 (July 26, 1992). �
In the case that any action or proceeding is brought
by reason of any claim identified in this Paragraph 11, the
defend such action or proceeding by counsel reasonably :
provision of this Lease, the foregoing releases and obligatio
resulting from the negligence or willful misconduct of, or
employees, and Lessor wilf indemnify and save harmless e
penalties, costs and other expenses, including reaso bi�
Tenant, its agents,
of any covenant or
� terms of this Lease, including,
Americans with Disability Act of
agains the Lessor or any of its agents or assigns
7en t shall, upon notice from Lessor, resist or
ati actory to Lessor. Notwithstanding any other
i of indemnity of Tenant shall not include claims
reach of this Lease by, Lessor, its agents or
nant against all liabilities, damages, claims, fines,
� attorneys' fees which may be imposed upon,
incurred by, or asserted against Tenant by reason of t foregoing.
12. WAIVER OF
Leased Premises, the contents therein, loss
subrogation for damage to property in th
accounts receivable. Prior to the comm c�
to change in insurance, Tenant shall pr vide
foregoing waiver of its right of s roqatio
acknowledgment shall not negate
�N. essor waives its right of subrogation for damage to the
o se thereof, and/or loss of income. Tenant waives its right of
eased Premises, loss of use thereof, {oss of income andlor
�ment date, and as often as may be necessitated thereafter due
to Lessor acknowledgment by TenanYs insurer or insurers of the
�; provided, however, the faifure by Tenant to provide such
waiver of its right of subrogation.
13. CARE OF ASED PRE�IISES BY TENANT. Tenant shall maintain the Leased Premises
in a clean, sanitary and fe condition reasonabie under the circumstances and the intended use of the
Leased Premises for m tings, parties, receptions and fhe serving of footl and beverages. If after two (2)
business days' nofice nd opportunity to cure, Tenant fails to keep and preserve the Leased Premises in the
state of condition re ired by the provisions of this Lease, Lessor, at its option, may put or cause the same to
be put in the con � ion and state of repair agreed upon, and in such case, Tenant, on demand, shali pay the
costs thereof us an amount equal to fifteen percent (15%) of such expenditures for overhead and
21577.2. rJ
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14. ALTERATIONS AND IMPROVEMENTS BY TENANT. Subsequent to TenanYs Work,
Tenant shall not make any maferia! changes, additions, and improvements to the Leased Premises withou
the prior written consent of Lessor. All alterations performed at the direction of Tenant shall be subject to e
requirement of a performance and payment bond as set forth in Paragraph 5 above.
15. MECHANICS LtENS. Tenant shall pay 6mefy for labor and material fumished o Tenant in
connection with work of any character performed on the Leased Premises, at the direction or h the consent
of Tenant. Tenant shall not permit any mechanics or similar liens to remain upon the eased Premises
incitlent to the foregoing. However, Tenant may contest the validity of such lien or clai s, provided, Tenant
shall give to Lessor, if required by Lessor, reaso�abie security to insure payment a d to prevent any sale,
foreclosure or forfeiture of the Leased Premises by reason of such non-payment. pon a final determination
of the validify of any such lien or claim, Tenant shall immediately pay any ju gment or decree rendered
against Tenant or Lessor, including but not limited to, all proper costs and char es, antl shall cause such lien
to be released of record without costs to Lessor.
16. LESSOR'S ACCESS. Lessor, its agent, employees a/or contractors, shall have the right
to enter the Leased Premises at ail reasonable times for the purpose inspection, provided, that such entry
shall be accomplished in a manner that will cause as little interferenc with antl inconvenience to the Tenant's
use as is reasonable under the circumstances. Any interference
out of the exercise by Lessor of the rights set forth in this par
any of its agreements in this Lease, and shall not result in
Lessor by reason of inconvenience, annoyance or injury to
Lease, Lessor, or its agents, shall have the right to exhibit
prospective purchasers at any time. Except as provid
Premises or place property or their items on the Leased ren
w' h or inconvenience to the Tenant arising
shall not consfitute a breach by Lessor of
diminution of rent or liability on the part of
�Ys business. If Tenant is in default of this
ie Leased Premises to prospective tenants or to
herein Lessor shall not enter onto the Leased
17. TENANT'S INSURANCE. Tenan shall obtain and keep in force, at TenanYs expense, for
the term of this Lease, and any extension or rene al thereof, the following insurance.
A. Such fire and casuaity in rance as Tenant shail deem necessary or desirable covering
TenanPs stock in trade, ixtures, furniture, files, documents, computers, equipment, signs,
and afl other instaflalio s, improvements and betterments made by or for Tenant, on or about
the Leased Premise . .
B. Tenant hereby grees to tlefend, indemnify and hold the Lessor and any of its officers,
agents and e pioyees harmless from any claims, damages, or causes of action arising from
the use an operations of Leased Premises by Tenant, its agents, officers, or empioyees.
Tenant s II provide at its own cost and expense, liability insurance naming the Lessor as an
additio i insured thereon. Insurance shail cover injury to persons or property in an amount
not i ss than the timits of the Lessor's liability as set forth in Minn. Stat. §466,01 et seq
(c rently $300,000 individual, $1,000,000 aggregate). Tenant shall provide evidence of
uch coverage to the Lessor upon execution of the agreement. Nothing in this provision
shaff be construed in any manner as a waiver by the Lessor of its statutory limits of liability,
immunifies or exceptions. Tenant shall be obiigated to maintain such coverage in full force
215772. 6
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�
�
and effect at a11 times that this Lease Agreement is in eifect, and faiVure to do so shali be a
breach thereof.
Liquor Liability Insurance required under Chapter 340A of Minnesota Statutes,
named as an additional insured.
Any other standard insurance policy as may be required reasonably by Lg�sor from time to
time. /
Said insurance required pursuant to the provisions of this paragraph shall b issued by an insurance
company legally authorized to tlo business in the State of Minnesota; shall be in orm satisfactory to Lessor;
and sha{I provide for at least thirty (30} days' notice, by certified mail, retum eceipt requested, to Lessor
before cancellation, termination, non-renewal or change of such insurance. idence of said insurance shall
be provided to Lessor upon request upon occupancy of the Leased Premis .
18. DAMAGE BY FIRE OR OTHER CASUAL7Y. Tenant, 'mmediately upon TenanYs discovery
thereof, shall give notice to Lessor of any damage caused to the Leas Premises by fire or other casualty.
99. ASSIGNMENT OR SUBLEASE. Tenant may� voluntarily or by operation of law, assign
or transfer this Lease, or sublease the whole or any part of th Leased Premises without the prior written
consent of Lessor.
24. NOVATION 4N TNE EVENT OF A SAL BY LESSOR. In the event of the sale of the
Leased Premises, Lessor shall be and hereby is reliev tl of all of the covenants and obligations created
hereby except as expressly provided herein and s h sale shall result automatically in the purchaser
assuming and agreeing to carry out ail lhe covena s and obligations ofi Lessor herein; provided, however,
that Lessor shall not be released from any claim obligation resulting from a defauit af Lessor or otherwise
incurred by Lessor hereunder (including, but n limited to, obligations of Lessor p�rsuant to paragraph 6
hereo� prior to the date of such sale.
21. ESTOPPEL CERTIFIC E. Within ten (10) days after request therefore by Lessor, or in the
event that upon any sale, transfer, o financing an Estoppel Certificate shall be requested from Tenant,
Tenant hereby agrees to deliver in ecordable form an Estoppel Certificate to the Lessor, any proposed
purchaser, transferee or Iender, c riiying to such co7ect facts relating to this Lease as may be reGuested
reasonably by Lessor.
22.
occur:
LESSOR. In the event that during the term of this Lease any of the foflowing
A. Tena shail have failed to pay any instaliment of rent or any other charge providetl herein,
or any porti thereof, when the same shail be due and payable, and the same shall remain unpaid
for a perio of five (5) days after the same is due;
B. / Tenant shall have failed to comply with any other provision of this Lease, and shall not have
cy�d such failure within thirty (30) days after Lessor, by written notice, has informed Tenant of such
21577.2. 7
D�-a3v
noncompliance; provided, however, in the case of a default which cannot be cured with due diligence
within a period of thirty (30) days, Tenant shali have such additio�al time to cure such default as m
be reasonably necessary, provided Tenant proceeds promptly and with due diligence to cure uch
default after receipt of said notice; or
C. Tenant shali make an assignment for the benefit of creditors or be adjud' ted bankrupt;
then Lessor upon written notice to Tenant may elect either (i) to cancel and termin e this Lease, and
this Lease shall not be treafed as an asset of Tenanfs estate, or (ii) to term' ate Tenanf's righi to
possession on�y without canceling and terminating TenanYs continued li ility under this Lease.
Notwithstanding the fact that initially Lessor efects under (ii) to terminate T nant's right to possession
only, Lessor shail have the continuing right to cancel and terminate s Lease by serving five (5)
days written notice on Tenant of such further election, and shali hav he right to pursue any remedy
at law or in equity that may be availabie to Lessor.
In the event of election under (ii) to terminate TenanYs righ to possession only, Lessor may, at
Lessor's option, enter into the Leased Premises and take and hold p session thereofi, without such entry and
possession terminating this Lease, or releasing Tenant, in whole or' part, from TenanYs obiigation to pay the
rent hereunder for the full stated term. Upon such re-entry, Less may remove all persons and property from
the Leased Premises, and such property may be removed a stored in a public warehouse or elsewhere,
and, with respect to property of Tenant only, at the cost of d for the account of Tenant, without becoming
liable for any loss or damage which may be occasionetl ereby. Such re-entry shall be conducted in the
following manner: without resort to judicial process or tice of any kind in the situation where Tenant has
abandoned or voluntarily surrendered possession of th Leased Premises; and, otherwise by resort to judicial
process. Upon and after entry into possession wi out termination of the Lease, Lessor may, but is not
obligated to, relet the Leased Premises, or any p rt thereof, to any person, firm, or corporation, other than
Tenant, for such rent, for such time and upo such terms as Lessor, in Lessor's sole discretion shall
determine, but Lessor shall not be required o accept a�y tenant offered by Tenant or to observe any
instruction given by Tenant about such rel ing. Lessor may make alterations and repairs, and redecorate
the Leasetl Premises to the extent deem by Lessor necessary or desirable.
Upon such re-entry, Tenant,ehali be liable to Lessor as follows:
a. for the npaid installments of rent and other unpaid sums which were due prior to
suc e-entry, which sums shall be payabie forthwith;
b. f�r the installments of rent and other sums falling due pursuant to the provisions of
/ this Lease for the periods after re-entry during which fhe Leased Premises remain
vacant, which sums shall be payable as they become due hereunder;
for all expenses, including attorneys' fees, which shail be payable by Tenant as they
are incurred;
d. while the Leased Premises are subject to any new lease or leases made pursuant to
this paragraph, for the amount by which the monthly installments payable under
2�5��.2. g
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such new lease or leases is less than the monthly instaliment for all charges payable
pursuant to this Lease, which deficiencies shall be payable monthly; and /
e. for interest upon all of the foregoing as provided in this Lease.
No such re-entry or taking possession of the Leased Premises by Lessor shall be c struetl as an
efecfion on its part to terminate this Lease unless a written notice of such intention be given Tenant.
If Tenant shall defaolt in the performance of any covenant required to be pe rmed by it under this
Lease, taking into consideration the grace periods provided in this paragraph, Less r may perform the same
for the account and at the expense of Tenant. If Lessor at any fime is compelled pay, or elects to pay, any
sum of money by reason of the failure of Tenant to comply with any provisio of this Lease, or if Lessor is
compelled to incur any expense, including reasonable attomeys' fees, in ins ' ting, prosecuting or defending
any action or proceeding instituted by reason of any default of Tenanf here der, the sum or sums so paid by
Lessor shall be due from Tenant to Lessor on the next tlate following the ayment of such sums upon which a
regular monthly rental payment is due, together with interest, at the rate s specified in this Lease.
No right or remedy herein conferred upon or reserved to essor is intended to be exclusive of any
other right or remedy herein or by law provided, but each shall cumulative and in addition to every other
right or remedy given herein or now or hereafter existing at law in equity or by statute.
23. ACCORD AND SATISFACTION. No pa ent by Tenant or receipt by Lessor of a lesser
amount than the payments required to be paid by Tenan half be deemed to be other than on account of the
earliest rent and other charges required to be paid, no shall any endorsement or statement on any check or
similar payment be deemed an accord and satisf ion, and Lessor shall accept such check or payment
without prejudice to Lessor's right to recover the alance of such rent or other required payment, ar pursue
any other remedy provided in this Lease. Accor and satisfaction, if any, shall be accomplished by a separate
document executed by Lessor and Tenant.
24. DEPAULT BY LESSO . Lessor shall not be deemed to be in tlefault under this Lease until
Tenant has given Lessor written notic specifying the nature of the default which Lessor is obligated to cure,
and Lessor does not cure such def it within ten (10) days after receipt of such notice; provided, however, in
the case of a default which cann be cured, with due diligence, within a period of ten (10) days, Lessor shall
have such additionaf time to c e such default as may be reasonably necessary, provided Lessor proceeds
promptly and with due diligen to cure such default after receipt of said notice.
Lessor shall not deemed to be in defau{t in the performance oE any of the provisions of this Lease
if such nonperforman is due to any govemmental restrictions, fire, acts of God, the elements, war, riot,
rebellion or any other ause beyond the reasonable control of Lessor. In the event Lessor fails to perform any
of its obliga6ons u er this Lease and Lessor fails to cure such default within the ten (10) day period provided
for above, Tena s sole remedy shall be to terminate this Lease, by written notice to Lessor, and vacate the
Leased Prem es. Tenant shall have no right to claim or coltect any damages from Lessor or to pursue any
equitable r edies, other than termination of this Lease.
2�5�7.2. g
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25. CONDITION OF LEASED PREMISES AND LESSOR'S PROPERTY AT TERMlNATION.
At termination of this Lease, Tenant shall vacate and deliver the Leased Premises, all partitions,
improvements, alterafions and other property of Lessor to Lessor in as good order and contli6on as the same
were in on the commencement date or were thereafter placed in by Lessor or Tenant, reasonable ar and
tear excepted. Tenant, however, is not obligated to remove Hazardous Substances existing or pr ent on the
Leased Premises prior to the execution of the Lease. On or before the last day of the term this Lease or
the sooner termination thereof, Tenant, at its expense, shall remove all of its equipme rom the Leased
Premises, and any property not removed shall be deemed abandoned. To the exten enant's properry is
removed pursuant to this paragraph, Tenant, at its cost and expense, shall repair a damage done to the
Leased Premised by such removal. It Tenant chooses not to remove its property, L ssor may require Tenant,
at TenanYs cost and expense, to remove its property and restore the leased Pre ises to good condition and
repair.
26. RELATIONSH�P OF THE PARTIES. Nothing wn�
construed by the parfies hereto or by a third party to create the i
partnership or of joint venture or of any association whatsoever
expressly understood and agreed that neither the method of comp
contained in this Lease, nor any act or acts of the parties hereto,
between Lessor and Tenant other than the relationship of Lessor nd
a+ned 'n this Lease shall be deemed ar
�laf nship of principal and agent or of
b tween Lessor and 7enant, it being
ation of rent, nor any other provisions
�II be deemed to create any relationship
Tenant.
27. NOTICES. All notices and communicatio of similar legal import from either Lessor or
Tenant to the other shall be in writing and shall be consid ed to have been duly given or served if sent by
first class certified or registered mail, retum receipt requ sted, postage prepaitl, to the party or parties at its
adtlress set forth below, or to such other address as s ch party may hereafter designate by written notice to
the other parry or parties.
A. If to Lessor, to: City of Saint
I:l
Department Parks & Recreation
300 City II Annex
25 W. F urth Street
St. P I, MN 55102
ff to Tenant, to: ' haei Wong
/o Patrick Charles Smith, Esq.
Lawyers Professional Buiiding
3109 Hennepin Avenue Soufh
Minneapolis MN 55408
28. DEFIN ION OF LESSOR, TENANT AND GUARANTOR; JOINT AND SEVERAL
LIABILITY. The wor "Lesso�', "TenanY' and "Guaranto�' used herein shall include the plural thereto antl the
necessary change equired to make the provisions hereof apply to corporations, partnerships, associations,
or men or wome shall be construed as if made. If iwo or more parties are referred to collectively under one
designation, t liability of each shall be joint antl severaf.
zisn.z. 10
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29. WA{VER. The receipt of rent by Lessor with knowledge of any breach of this ase by
Tenant or of any default on the part of Tenant in the observance or performance of any of the o igafions or
covenants of this Lease shall not be deemed to be a waiver of any provisions of the Lease. P yment of rent
by Tenant with knowledge of any breach of this Lease by Lessor or of any default on the p of Lessor in the
observance or performance of any of the obligations or covenants of this Lease shall no e deemed to be a
waiver of any provision of this Lease. No failure on the part of Lessor or Tenant, a the case may be, to
enforce any obligation or covenant herein contained, nor any waiver of any right ereunder by Lessor or
Tenant, as the case may be, unless in writing, shall discharge or invalidate suc obligation or covenant or
affect the right of Lessor or Tenant, as the case may be, to enforce fhe same in e event of any subsequent
breach or default.
30. INVALIDITY. If any part of this Lease or any part f any provision hereof shall be
adjudicated to be void or invalid, then the remaining provisions hereof ot specificaliy so adjudicated to be
invalid shall be executed without reference to the part or portion so djudicated insofar as such remaining
provisions are capable of execution.
31. GOVERNING LAW. This Lease shall be subje to and govemed by the laws of the State of
Minnesota, and afl questions conceming the meaninq and inte ion of the terms of this Lease and concerning
the validity hereof and questions relating to performance reunder shall be adjudicated and resoived in
accordance with the laws of that state, notwithstanding the act that one or more of the parties now is or may
hereafter become a resident of a different state.
32. HEADINGS. The headings of
convenience of reference only and do notform
motlify, limit or amplify such paragraphs and subE
ragraphs and subparagraphs of this Lease are for
hereof and shaii not be interpreted or construed to
33. CONDEMNATION. If all r a substantial parf of the Leased Premises is taken in
condemnation proceedings instituted unde the power of eminent domain or is conveyed in lieu thereof under
threat of condemnation, Tenant may el t to terminate this Lease as of the date the condemning authority
acquires title to the Property.
34. PARTIES IN INT REST. This Lease shall inure to the benefit of and be binding upon the
heirs, executors, administrators uccessors and assigns of Lessor; and shall inure to the benefit of, subject to
the provisions of Paragraph 1, antl be binding upon the successors and assigns of Tenant.
35.
the other party;
execution of a
memorandum or
Lease, any speci
required to be
desiring to r or
SHORT ORM LEASE. Neither party shall record this Lease without the written consent of
howev r, upon the request of either Lessor or Tenant, the other party shall join in the
mem andum or so-called "short form" of this Lease for the purpose of recordation. Said
s rt form of this Lease shall describe the parfies, the Leased Premises, the term of this
provisions, the option to purchase and shail incorporate this Lease by reference. Any fees
id in order to record such memorandum or short form of this Lease shall be paid by the pasry
d such memorandum or short form of this Lease.
215772. 11
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36. ENTIRE AGREEMENT; EXHIBITS. This Lease, including fhe Exhibits, confains th ntire
agreement of the parties. It may not be changed orally, but only by an agreement in writing sig d by the
party against whom enforcement of any waiver, change, modificafion, extension, or discharge is ught.
37. COUNTERPARTS. This Lease may be executed in any number of co terparts, each of
which shall be deemed to be an original, but alf of which shall constitute one and the sam instrument.
38. HOLDING OVER. If after expiration of the Lease Term, Ten t remains in possession
of the Leased Premises with Lessor's permission (express or implied), Tenant all become a tenant from
month to month oniy, upon all the provisions of this Lease (except as to term d Base Rent), but the Base
Rent payable by Tenant shali be increased to one hundred fifty percent (150°/ of the Base Rent payable by
Tenant at the expiration of the Lease Term. Such monthly Base Rent sh II be payable in advance on or
before the first day of each month. If either party desires to terminate su month-to-month tenancy, it shall
give the other party not less than thirty (30) days advance written notice the date ot termination.
39. QUIET ENJOYMENT. Upon Tenant performing i obligations and covenants under this
Lease, Lessor hereby represents and warrants that Tenant sh I have quiet enjoyment of the Leased
Premises and all of the rights and privileges free from any dist ance or interference but subject to rules,
ordinances, directives of goveming authorities, the powers of e inent domain and to the terms and provisions
of this Lease.
40. BROKER'S COMMISS�ON. T
Patrick Charles Smith, and Lessor shall have no ot
in conneciion with this Lease.
grees to pay any brokerage commission due to
to pay any broker fees or real estate commissions
41. SECURITY. Tenant shail e oy off tluty Saint Paul Police Officers to provide security in
and around the Leased Premises for any pnv e party or reception event scheduletl to serve liquor, and any
event, exciuding the restaurant and cooki classes, on the weekends or after 5:00 pm, Monday through
Friday.
42. SECURITY DEPOS . Tenant shall deposit $30,000.00 with Lessor upon the execution of
this Lease as a security deposit. aid security deposit sha11 be reieased to Tenant upon the termination of
this Lease and fhe performance Tenant of all obligations under the Lease.
43. HOURS OF PERATION. Tenant agrees that all events will end no later than 1:00 am, and
wiil not commence any soo er than 7:00 am.
44. SUB- ONTRACT. Upon request by Lessor, and subject to Lessor's approval, Tenant shall
provide a copy of agreements and contracts between Tenant, and any party who will assist Tenant in
carrying out the t ms and conditions of this Lease.
SMOKING. Lessor shall grant Tenant an exemption from Lessor's prohibition against
�wnetl facilities.
215772. 12
�a -a3d
NO THIRD PARTY BENEFICIARIES. This Lease is made and entered into solely for th enefit of
the parties and is not intended to creafe any right of any third party and no third party will deemed a
beneficiary hereof.
The parties hereto have duly executed this Agreement ot Lease effective as of fh date and year first
above written.
Michael Wong CITY OF SAINT PAUL
dba, TOWN SQUARE GARDEN, INCORPORATED
i I �
g �.� c BY
Its "r�;�:c,,u,,! c � � Its
By
1ts
�
Drafted by:
Terrence J. Garvey, #33674
190� Landmark Towers
345 St. Peter St.
St. Paul, MN 55102
zasn.z, l3
�� -s�.3d
EXHIBIT C
Rules and Regulations
A. The entrances, halis, comdors and loading areas of the Town Square Proj t{"the
Building") shall not be obstructed or used as a waiting or lounging place Tenant,
and their agents, servants, employees, invitees, licensees and visitors. All entrance
doors leading from any demised premises to the hallways are to be pt closed at ail
times. The outside areas immediately adjoining the leased premis shall be kept
clear at all fimes by Tenant, and 7enant shall not place or permit ny obstructions,
garbage, refuse, merchandise or display in such areas.
B. In order that the Building may be kept in a state of cleanline s, Tenant shall, during the
term of each respective Lease, keep its Leased Premises nd areas adjacent to it in
neat and ciean order. Tenant shail not cause any unne essary labor by reason of
such TenenYs carelessness or indifference in the pre roation of good order and
cleanliness of the demised premises. Tenants will s e that (1) the doors are securely
locked, and (2) all water faucets and other utilities re shut off (so as to prevent waste
or damage) each day before leaving the demise premises. In no event shall Tenant
set any item, including rubbish in the public h ays or other areas of the property,
excepting TenanYs own Leased Premises.
C. All deliveries are to be made through th own Square common area loading tlocks.
All damage done to Building by the d very or removal of such items, or by reason of
their presence in the Building, shall e paid to Lessor upon demand, by Tenant, by,
through ar under whom stsch da ge was dane. Tenant is to assume all risks as to
the damage to articles moved d injury to persons or public engaged or not engaged
in such movements, includin equipments, propefty a�d personnei of Lessor or other
owners within the Building ' damaged or injured as a result of acts in connection with
carrying out this service r a Tenant from the time ofi entering the property to
completion of work. L sor shall not be liable for acts of any persons engaged in, or
any damage or loss any said property of persons resulting from any act in
connection with su service performed by Tenant. There shall not be use in any
space, or in the blic halls of the Buifding, either by Tenant or by jobbers of others, in
the delivery or ceipt of inerchandise, any hand trucks, except those equipped with
rubber tires. essor retains the right to prescribe the weight and position of safes or
other heav equipment.
D. The r trooms, toilets, urinals, wash bowls and water apparatus located in Leased
Pr ises shall not be used for any purpose other than for those for which they were
nstructed or installed, and no sweeping, rubbish chemicals or other unsuitab{e
substances shall be thrown or placed therein. The expense of any breakage,
stoppage or damage resulting from violation(s) of this rule shall be bome by Tenant.
Da-�3o
E. No sign, light, name placard, poster advertisement or notice visible from the exteri of
any Leased Premises, sha{{ be placed, inscribed, painted or affixed by Tenant o any
part of the Building without the prior written approval of Landlord. All signs or tterings
on doors or otherwise, approved by Lessor, shall be inscribed, painfed or ixed at the
sole expense of the Tenant, or by a person approved by Lessor.
F: No signaling, telegraphic or telephonic instruments or devices, or ot er wires,
insfrument or devices, shall be installed in connection with any Le sed Premises
without the prior written approval of Lessor. Such installations, nd the boring or
catting for wires, shall be made at fhe sole cost and expense Tenant and under
control and direction of Lessor. Lessor retains, in all cases, e right to require (1) the
installation and use of such electrical protecting devices t t prevents the transmission
of excessive current of electricity into or through the Buil ing, (2) the changing of wires
and of their installation and arrangement underground r otherwise as Lessor may
direct, and (3) compliance on the part of ali using or eking access to such wires with
such rules as Lessor may establish relating thereto All such wires usetl by Tenants
must be clearly tagged at the distribution boards d junction box and elsewhere in the
Buiiding with (1) the number of the Leased Pre sed to which said wires are used, (2)
the purpose for which said wires are used, an (3) the name of the company operating
same.
G.
Tenant, their agents, servants,
without Lessor prior approval:
1) enter into or upon the roof of
closet, or heating, ventilation
2) use any additional
invitees, licenses, or visitors shali not,
Building or any storage, electrical or telephone
conditioning, housing areas;
heating or air conditioning;
3) sweep or throw any dyf or other substances into the corridors or from the Building;
4) bring in or keep in r about the Leased Premises any vehicles, bicycles,
motorcycles or a mals of any kind; NO PETS ALLOWED.
5) instali any radi or television antennas or any other device or item on the roof,
exterior walls windows or windowsills of the Building;
6) deposit an trash, refuse, cigarettes, or other substance of any kind within or out of
the Build' g, except in the refuse containers provided thereof.
7) use y Leased Premises:
a) for any immoral or unlawfui purpose;
b) for lodging or sleeping
2'1662.1.
Da-a.� d
8) be permitted to operate any device that may produce an offensive odor, cause
noise, vibrations or air waves to be heard or feit outside the Leased Premises or
which may omit electrical waves that will impair radio, television or any other forms
of communication system. If fwo or more customers of the Radisson/Town Sq re
Hotel o� any night that Tenant has an event that operates after 10 p.m. are
provided a free room because they have compVained about noise caused y
Tenanf, then Tenant will reimburse Hofel for the loss of revenues.
H. In no event shall any person bring into the Leased Premises or �
B�ilding inflammables such as gasoline, kerosene, naphtha and
explosives or firearms or any other article of intrinsically dangerc
reason of the failure of Tenant to comply with the provisions of
insurance premium payable by Landlord for all or any part of e
time be increased above normal insurance premiums for in rar
items aforesaid. Landlord shall have the option to either t in�
K.
�mm areas of fhe
be ene or
� nature. If by
aragraph 17, any
Building shall at any
�e not covering the
e the Lease or to
reqwre Tenant to make immediate payment for the whol of the increased insurance
premium.
Tenant shall comply with all applicable federal, stat antl municipal laws, ordinances
and regulations antl Building rules, and shall not 'rectly or indirectly make use of the
Leased Premises which may be prohibited ther y or which shall be dangerous to
person or property or shall increase the cost o insurance or require additional
insurance coverage.
If Tenant desires signal, communication, arm or other utility or service connection
installed or changed, the same shail be ade at the expense of Tenant, with approvai
and under direction of Lessor.
No canvassing, soliciting, distribuf n of handbills or other written material shall be
permitted in Town Square.
L. No auction, seliing-out, ban uptcy or fire sales shall be conducted on or about the
leased premises without t prior written consent of Lessor.
M. Tenant shall give Less r prompt notice of all accidents to or defects in air conditioning
equipment, plumbin , electrical facilities or any part of appurtenances of the Leased
Premises.
N. Tenant, at its e�pense shall employ a professional pest exterminator to protect Leased
Premises, an¢�trash area from vermin.
0. Tenant s il not waste electricity or water and agrees to cooperate fully with Lessor to
assure e most effective operation of the Building's heating and air conditioning
syste and shall not adjust any controls.
P. Yenant assumes full responsibility for protecting its space from theft, robbery, and
pilferage, which inclutles keeping doors locked and other means of entry to the space
2�662.1.
d�-�.30
�
closed and secure. Lessor shall be in no way responsible to the Tenant, its agents,
employees, or invitees for any foss of property from the Leased Premises or public
areas or for any damages for any property thereon from any cause whatsoever.
Tenant shall not install and operate machinery or any mechanical device of a nature
not directly related to TenanYs ordinary use of the premises without t written
permission of the Lessor.
R. No person or contractor shali be used to perform window was �ng, cleaning,
decorating, repair or other work in the premises without the xpress written consent of
Lessor. No hook, nails or screws shall be driven into or i serted in any part of the
Building without Lessor written consent.
S. Tenant agrees to properly maintain its ventilation a d exhaust systems.
T. Prior written approval, which shall be at
installation of any solar screen material,
similar equipment and any window treai
U. Lessor shall in ali cases retain the
persons whose presence, in the j�
safety, character, reputation or int�
�r' sole discretion, must be obtained for
w shades, blinds, drapes, or other
of any kind.
5 control or prevent access thereto by all
it of the Lessor, shall be prejudicial to the
of the Building antl its Tenants.
V. Tenant agrees to clean Leased pfemises, including kitchen and common areas
adjacent fo Leased Premises w�fhin four hours after the end of each day.
W. Lessor reserves the right to scind, make reasonable amendments, modifications and
atlditions to the rules and r gulations heretofore set forth, and to make additional
reasonable rules and re Iations as in Lessor's sole judgment, may from time to time
be needed for the safe�, care, cleanliness and preservation of good order of the
Building. /
21662.I.