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06-206Return copy to: (BJE) PW/Technical Services — Reai Estate 1000 City Hall Annex Presented By Referred to IR Committee: Date WHEREAS, the City of Saint Paul ("City") seeks to acquire right-of-way for the easterly extension of Pierce Bufler Route from Grotto Street to Phalen Boulevard; and WI�REAS, as a first step in the acquisiuon process, the City, acung through its Public Works Technical Services Division, Real Estate Section, has secured signed Purchase Agreements and an accompanying L,ease to acquire two properties in the proposed roadway alignment; and WHEREAS, the City has agreed to pay the following amounts for the purchase of said properties; 689 Pierce Butler Route — Seven Hundred Seventeen Thousand Dollazs ($717,000.00), and 677 Pierce Buder Route — Eight Hundred Twenty Eight Thousand Dollars ($828,000.00), these being fair and reasonable values as determined by independent appraisals and negotiated and agreed to between the property owners and the City; and WHEREAS, the Public Works Technical Services Manager, acung as the Valuation and Assessments Engineer, has recommended purchase of said properties at the agreed-upon values; now, therefore be it RESOLVED, that the Council of the City of Saint Paul accepts the Purchase Agreements and I.ease for said properties (attached as Exhibits "A" and "B"), and directs and authorizes the proper city officials to pay $717,000.00 to MPD, Inc. and $828,000.00 to ChrisYs Household of Faith, and all associated closing costs, said amounts to be charged to Activity Codes: CPLrCO5-2T065-0788-25078 and CPL- C06-2G010-0788-00000. Requested by Department of: Adopted by Council: Date �/,�/G� /, od� Adoption Certified by ouncil Secre�tacy By: , i� Approved by • Dat —G� By: GUteal EsWte\Vacahons�Park]andReplawmentGuidel�nu.Ruolution doc Council �11e # Green Sheet # RESOLUTION CITY OF SAINT PAUL, MINNESOTA Public Works Bv: , Directo�� Form Approved by City Attornpey �± r i ,�, �;�`" B � ��D:K�� IEJ � Approved or for Submission to Council By: 1 , • , 3029682 � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � Departrnenfloffice/council: Pw -r�n�«woa;� Conqct Person & Phone: Bfuce Engelbrekt 26G8854 Must Be on Councii Ageni 07-MAR-06 Contrad Type: AR-RESOLU110N W!$1RANSACIION 10-FEB-06 � ' Assign Number For Routing Order Total # of Signature Pages _(Clip Ali Locations for Sgnature) IJIII ��.�p Green Sheet NO: 3029682 0 pPublicworlcs I I 1 blicWo ' ceBeese 2 ' Attorn ud Hanson 3 �manoalServices I MattS1nith I 4 a or's �ce Ma or/Assistant 5 al (k Coutiol 6 ' Clerk Ci Clerk _� �' � 2'2�^O fo Approval of zesolution accepung purchase agreeme�ts and authroizing payment for acquisiuon of proper6es for the Pierce Bufler Route extension idatio�s: Appro�e (A) or Reject Planning Commission CIB Committee CiHI Sertice Commission Personal Service Contracts Must Mswerthe Following Questions: 1. Has this persoNfirtn e�er wotked under a coMract for this department? Yes No 2. Has this persoNSrtn e�er been a city employee? Yes No 3. Does this person/firtn possess a skill not normally possessed by arry current city employee? Yes No Explain all yes answers on separate sheet and attach to green sheet Initiating Problem, issues, Opportunity (Who, What, When, Where, Why): The City's lonL standi�g plans for an indashial traosportaflon corridar across the city's mid-section have included the easterly extension of Pierce Bufler Route from Grotto Street to an eventual connection with Phalen Boulevazd. The City proposes to acquire two propexries east of Grotto Street as a fust step in the right-of-way acquisiuon process for the roadway. AdvanWges HApproved: The City has negotiated purchase agreements with willing sellers for land to be used for the PBR roadway. There is funding in place to complete these acqvisitions. DiSadVantaqeslfApproved: The City would need to expend approximately $2 million for acqvisifion, relocation and demolition for these two properties. DisadvantageslfNotApproved: .__ . . �- , - The City would need to explore acquisifion of other neazby properfles for the right-of-way at potentially higher cost.. _- = I " � �; � .�. �; Total Amount of Transaction: Funding Source: $1,600,000 Municipal State Aid fu d CostlRevenue Budgeted: �( ActivityNumber. CO5-2T065, C06-2G010 ,.r . ,� .... �p �, , , �t�r 'y.a � _ _ .,.. ' h j .�., Financiallnfortnation: n 5 (expwin) The iniflal $1.6 million outlay includes acquisiflon and closing costs. Relocafion and demoliuon costs would bring the total to approximately $2 million. �.f?;�3: i�.,.._ _ <"" .. , 3 , . February 10, 2006 1:17 PM Page 1 (xa' Z��P c�Tr oF sa�Nr Pau� PURCF{ASE AGREEMENT Date: 2. Location of the Real Estate: 677 Pierce Butler Route Saint Paul. Minnesota 55103 3. Legal Description of the sale property: Lots 9 through Lot 16, Block 12, Butterfield Syndicate Addition No. 2, along with the that part of the north half of vacated Seminary Ave. accruing as described in document #2795447 4. a) Name and address of Buyer: Citv of Saint Paul — Pubiic Works/Real Estate 1000 Citv Hall Annex - 25 West Fourth Street Saint Paui. Minnesota 55102 b) Name and address of Seller: Christs Household Of Faith Inc. 23 Empire Drive Saint Paul. Minnesota 55103 5. Agreed Purchase Price: �828,000.00 6. Real Estate Taxes: Property taxes payable in 2006 shali be pro-rated to the day of ciosing. The seller will pay outstanding assessments, delinquent taxes and liens on the property, any outstanding amount will be withheld from the purchase price. The buyer shall pay all fiuture property taxes. 7. Conveyance: Seller shall conv� marketable fee title to the City bv Warrantv Deed. 8. Seller shall provide the City, within seven days of signing this Purchase Agreement, an Abstract of Title and/or an Owner's Duplicate Certificate of Title. Selier agrees, at Seller's cost and expense, to correct or remove any exception or "clouds" on the title as shown on the Buyer's "Commitment to Insure" titie examination report. 9. Closing shall occur within 90 days following execution of this Purchase Agreement, at which time the titie to the premises shall be conveyed to the City. The Closing date may be postponed and rescheduled by mutual agreement of the parties hereto. The City shall pay all closing costs. 10. City agrees to honor any and all claims to relocation benefits provided under the Uniform Relocation Assistance and Real Property Acquisition Policies Act. The City's consultant, Conworth, Inc., will assist with the relocation benefits to which Seller is entitled. D(v - �� 11. Seller shall provide an affidavit on the date of closing, indicating that the Seller has not used or permitted the use of the subject property as a hazardous waste disposal facility as defined in section 115A.03 Subd. 10 of Chapter 121 of the Laws of Minnesota of 1983, and that there is no basis to conclude that this property has been subject to or contaminated by the release of any hazardous substance, hazardous waste, pol�utants of contaminants as defined in Section 115B.02 of the Minnesota Statutes. 12. All warranties and representations made in this Purchase Agreement shall survive the closing and the conveyance of title to the property. This Purchase Agreement and all obfigations provided shall, to the extent not fully satisfied and performed by or through the Closing, survive the closing and the conveyance of title to the property. 13. This Agreement is subject to approval by the St. Paul City Council. SELL � B �'/ . ��=� � r G�e�///�su�� B 4�� %� BUYER: �"' /-� ,� Date: 1 L � � �—� Date: /,��,T��" Date: '� ' � � � a � �Ja±e: �//�`9� Olo -�lo C1TY OF SAINT PAUL PURCHASE AGREEMENT I. Date: 2. Location of the Real Estate: 689 Pierce Butler Route Saint Paul, Minnesota 55103 3. Legal Description of the sale property: Lots 1 through Lot 4, Block 11, Butterfield Syndicate Addition No. 2 4. a) Name and address of Buyer: City of Saint Paul — Public Works/Real Estate 1000 Citv Hail Annex - 25 West Fourth Street Saint Paul. Minnesota 55102 b) Name and address of Selier: MPD, Inc. 689 Pierce Butler Route Saint Paul. Minnesota 55103 5. kgreed Purchase Price: $717.000.00 6. The Buyer and Selier agree to execute a Lease Agreement for $1.00 to permit seiler and Air Conditioning Associates to occupy the property after the date of closing until March 31, 2007. The Lease Agreement will be co-executed contemporaneous with the execution of the Purchase Agreement. 7. The City may permit Seller and Air Conditioning Associates to continue to lease the property at market rent after March 31, 2007 if the City is not ready to use the property, in accordance with the specific terms and conditions of the Lease Agreement. 8. During the lease, Seller and Air Conditioning Associates shall be responsible for maintaining the property (land and building), continuing the property, casuaity, liab+lity, workman's comp insurance that wiil name the City of Saint Paul as an additional insured. 9. Seller agrees to pay the calendar year 2005 real estate taxes which are payable in the year 2006. The City agrees to pay the calendar year 2006 taxes which are payable in the year 2Q07. 10. Seller shail be responsible for any delinquent taxes not yet paid as of the date of closing, and shall provide proof of payment of same. Any delinquent taxes not paid as of the date of closing shall be deducted from the purchase price. 11. Conveyance: Seller shall convev marketable fee titie to the Citv bv Warrantv Deed. �� '�Dl� 12. Seller shall provide the City, within seven cJays of signing this Purchase Agreement, an Abstract of Title andlor an Owner's Duplicate Certificate of Title. Seller agrees, at Seller's cost and expense, to correct or remove any exception or "clouds" on the titie as shown on the Buyer's "Commitment to Insure" title examination report. i 3. Closing shall occur no later than March 3, 2006, at which time the title to the premises shall be conveyed to the City and the purchase price shall be paid to the Seller, in full, in cash. The closing date may be postponed and rescheduled only by mutual agreement of the parties hereto. The City shali pay all title insurance, escrow, recording and other closing costs. 14. The City and Seller are entering into the Purchase Agreement in lieu of eminent domain proceedings by the City. The City agrees to honor any and all claims to relocat+on benefits, assistance and services provided under the Uniform Relocation Assistance and Real Property Acquisition Policies Act. The City's consultant, Conworth, Inc., will assist MPD, Inc. and Air Conditioning Associates with any and all relocation benefits entitled to them under said Act as if the property were the subject of city condemnation proceedings. Nothing contained within the Purchase Agreement or Lease Agreement shall be construed as a waiver of such relocation benefits, assistance and services to which MPD, Inc. and Air Conditioning Associates are entitied. 15. All warranties and representations made in this Purchase Agreement shall survive the closing and the conveyance of title to the property for a period of six months. This Purchase Agreement and all obligations provided shali, to the extent not fully satisfied and performed by or through the Closing, survive the closing and the conveyance of title to the property. 16. The terms and conditions of this Purchase Agreement shall be subject to approval by the Council of the City of Saint Paul. The Council's approval determination shall be no later than March 1, 2006 or this Agreement shall be null and void and of no further force and effect. In the event that Council approval is not obtained by March 1, 2006, the City will immediately notify the Seller by letter, as a courtesy, but such letter shall not be a precondition to the termination of this Agreement resulting from failure of the Council to approve this Agreement by March 1, 2006. By proceeding with the closing under this Purchase Agreement, the City shall be deemed to have obtained all necessary approvals of the terms and conditions of the Purchase Agreement. 17. Neither the Seller nor the City is utilizing a broker in this transaction and neither shall be obligated to pay broker fees of any sort. -2- 01/13I2006 14:17 6514888883 •�a� 13 09:tl4a JOIfIi 11FlTTHEW3 AIRCONDI7IONINGASSO 15'LU393B310 ...�.u,�. � au�a�.�.raou PAGE 05/07 F'H� 3 tl4/ p4 Dl� -�� Sellee. � " _"� D9te: / 3 `j /`�n/� ry a oo (o �5 �' b n'7 itT Tl�c�w s � Q � �./ Y. . qn GS N- 7AaC I Tha Ciry: ay; � -3- � •i rorn•nu Dste: — �.�,� bflie: �� 3 ' v�,o Date; Z ��'� 0 � � WJfill;f ann� 'I I 'U4P ��r�/�,o-s� H-G 2 �� iYt e�.rr�-- ��a�s�7) Revised i/12/2006 Authority (C.F. or A_O.) LEASE NO. PUBLIC WORKS DEPT. LEASE NO. DATE: LESSOR: CITY OF SAINT PAUL DEPARTMENT OF PUBLIC WORKS LESSEE: MPD. Inc and Air Conditioning Associates 689 Pierce Butler Route - Saint Paul, MN 55104 [ 1] Leased Premises. The LES SOR, in consideration of the payment of the B asic Rent and Additional Rent hereinafter specified to be paid by the LESSEE, and the covenants and a�eements herein contained, does hereby lease, demise and let unto LES SEE the premises hereinafter referred to as the "Leased Premises," whose address is: and which is legally described as: Lot 1 through Lot 4, Block 11, Butterfield Syndicate Addition No. 2 [ [3] together with any buildings, fistures in such buildings, improvements and structures, if any, located thereon; Term of Lease. This lease shall be in effect for a term commencing and ending on the dates indicated below, unless terminated earlier by the LESSOR as provided herein. Term (Months/Yeazs) 13 months Commencing Date March 3, 2006 /� ,i, CITY OF SAINT PAUL STANDARD LEASE AGREEMENT Ending Date March 31, 2007 O�tion. The City may permit MPD, Inc, and Air Condiuoning Associates to conunue to lease the property at market rent after March 31, 2007 if the City is not ready to use the property. The City will notify the L,essee if the property will be available to lease after March 31, 2007 by December 28 2006. The Lessee will respnd by 3anuary 15, 2007 to this notice. This lease opuon shall be in effect for a term commencing and ending on the dates indicated below, unless terminated earlier by LESSOR as provided herein. 1 D(o �a�o Option Term [4] (Months/Years) month to month Commencing Date April l, 2007 Ending Date month to month Use of Premises. The LESSEE shall use and occupy the Leased Premises for the following purpose: To conunue the use as Warehouse%ffice faciliry and for no other purpose without the prior written consent of LESSOR. [5] Rent. Rent shall consist of Basic Rent and such Additional Rent as may apply. LESSEE shall pay all rent in advance, on the first day of the term of the lease and on the fust day of each payment period thereafter as indicated in the Payment Schedule below: (A) Basic Rent Total Basic Rent During Lease Term (Payment Period — $1.00 (B) Basic Option Rent — $ per Period) $1.00 Schedule Total Opfion Rent During Lease Term (Payment Period — Commencing Date —$ per Period) $5,600.00 per month monthly April 1, 2007 $5,600.00 (C) Additional Rent. Addiuonal Rent means all amounts, other than Basic Rent provided for in paragraph (5-A) above, that LESSEE shall be obligated to pay under tYris paragraph ar other provisions of this Lease. AddiUOna1 Rent shall include, but is not limited to, the following fees, costs and expenses: (1) (2) (3) (4) (5) all utilities, including water, electric, gas, telephone, sewage and garbage collection and disposal; costs for the repairs improvements or alterations required to be made by the LESSEE in paragraph 12 of this Lease; all kvices on real estate payable in 2006 (as stated in Item 6) or personalty, general or special; all public rates dues, charges and assessments, general or special, of any kind upon the Leased Premises; and property insurance premium and/or uninsured losses as set forth in paragraph (8) of this Lease. Commencing Date March 3, 2006 2 U(� �� In the event that LESSEE does not make such payments (or any payments required to be paid as Additional Rent), LESS OR may make the payments at its option, and the payments so paid become Additional Rent, and aze due and payable by the LFSSEE with the payment of Basic Rent next required after written notice of same to the LESSEE by LES- SOR. LESSEE shall make all payments of Basic Rent and Additional Rent to LESSOR at the following address: Department of Public Works - Technicai Services Division - 1000 Citv Hall Annex - 25 W. 4th St. Saint Paul. MN 55102 Attn: Bob Novak The applicable account number for City Finance Accounting Code is: All Basic and Additional Rent shall be payable on the date certain provided herein, ar— if no date certain is provided — within 30 days of the billing date. The Lessor shali charge interest of 1.5% per month on any Basic or Additional Rent remaining unpaid beyond the due date as here provided. � � �. �- 1 - �. .� - 11. • �. �. , 1 . � - �. ,.� - 11 . . . . . . � . . . . . . . � _ .. � : • � . .:. : • . : �. � .: : : .� : .. . . : � � . . :.� , ;. . . � :� . :.• � .:� :' . :. . .�.. .. . . . : :.. . ..: ... . :. :�: . , . . ;. .: : . .: . . � ; . . . : : , . :. . : � . . . : ' �.��,K: [7] Right of Entrv. At all times during the term of this lease, the LESSOR shall have the right, by itself, its agents and employees, to enter into and upon the Leased Premises during reasonable business hours or, in the event of an emergency, at any time for any legitimate purpose. [8] Insurance. (A) LESSOR'S Insurance. The LESSEE shall acguire and keep in effect during the term of this agreement the following coverages: (1) FIRE AND ALL RISK INSURANCE, on the L,eased Premises with limits of not less than $685,000 shall be purchased by the LESSEE; the LESSEE shall pay, as Additional Rent, the premium far said insurance and, in the event of a claim, any deductible. Said insurance shall name the City of Saint Paul as the insured. With respect to any loss of the LESSOR'S property not covered by insurance, it shall be the responsibility of the LESSEE, within a reasonable time, to pay all costs to repair or replace the damaged property with like kind, such reasonable time to be determined by the LESSOR. LESSEE shail be responsible for insurance of ats own property. 0!0 �olo (B) LESSEE'S Insurance. The LES SEE shall acquire during the term of this lease the foilowing coverage: (1) The LESSEE shall be responsible for the self insurance of, or the acquisition of Commercial Properry Insurance on, its personal property. (2) COMMERCIAL GENERAI_ LIABILITY INSURANCE including blanket contractual liability coverage, personal injury liability coverage with a combined single limit of not less than $1,000,000 per occurrence, $2,000,000 aggregate, and broad form properiy damage liabiliry endorsement with a combined single limit of not less than $1,000,000 per occurrence, $2,000,000 aggregate shall be purchased by the LESSEE. Such insurance shall: (a) name the City of Saint Paul as addiuonal insured; (b) be primary with respect to LESSOR'S insurance or self-insurance; (c) include an"all services, products or completed operations" endorsement (d) not exclude explosion, collapse and underground property damage; (e) be written on an"Occurrence" Form policy basis; and ( fl not contain an "aggregate" policy limit unless specifically approved in writing by LESSOR. (3) AUTOMOBILE LIABILITY INSURA.NCE with minimum limits of $500,000 propertydamageand$1,000,OOOperperson,$2,000,OOOaggregatelimits, covering hired, non-owned and owned automobiles. (4) WORKERS' COMPENSATION INSURANCE with not less than statutory minimum limits; and EMPLOYERS' LIABILTTY INSURANCE with minimum limits of at least $500 per accident, $500,000 per employee, $500,000 per disease, and with an all states endorsement. (5) The LESSEE shatl supply to LESSOR current insurance certificates for policies required in Paragraph (7). The said certificates shali certify whether or not the agent has enors and omissions insurance coverage. (6) The limits cited under each insurance requirement above establish minimums; and it is the sole responsibility of the LESSEE to purchase and maintain additional insurance that may be necessary in relation to this lease. (7) Nothing in this contract shall consUtute a waiver by the LESSOR of any statutory limits or exceptions on liability. (8) LESSEEshallpiacetheinsurancewithresponsibleinsurancecompaniesauthorized and licensed to do business in the State of Minnesota and approved by LESSOR, and shail deliver copies of the policies to LES30R on the date of LE5SEE'S execution of this agreement. The policies required in paragraph (7) shall be endorsed to indicate that the insurer cannot cancel or change the insurance without first giving the LESSOR 30 days' written notice. (9) Insurance limits shall be subject to the tort claims liability limits as set forth in chapter 466 of Minnesota Statutes � o!� -a-o� (C) Waiver of Subrogation. LESSOR waives its right of subrogation for damage to the Building, contents therein, loss of use thereof, and/or loss of income, up to the amount of insurance proceeds collected. LESSEE waives its right of subrogation for damage to property in the Leased Premises, loss of use thereof, loss of income andlor accounts re- ceivable, up to the amount of their respective insurance proceeds collected. The parties shall notify their respective insurance companies, in writing, of the provisions of this paragraph; and, if either cannot waive its subrogation rights, such party shall immediately notify the other party, in writing. [9] Cancellation or Ternunation. During the term of the lease stated above in Item 2 this Clause will be by mutual consent of the parties. If the option in Item 3 is in effect the 30 day notice of cancellation that is stated herein ttus clause will be in effect . This lease shall be subject to cancellation and termination by LESSOR at any time during the term hereof by giving the LESSEE notice in wriung at ninery (90) days, (thirty (30) days for leases with a term of one (1) year ar less ar any month-to-month tenancies) prior to the date when such termination shall become effective. In the event of such termination, and on the effective date of such termination, LESSOR shall retum any unearned rental paid by the LESSEE without interest. [10] Notice. All nouces herein provided to be given, or that may be given by either party to the other, shall be deemed to have been fully given when seroed personally on LESSOR or LESSEE, or when made in wriUng and deposited in the United States Mail, certified and postage prepaid, and addressed to the LESSEE at the address stated on page (1) and to the LESSOR at the Technical Services Division - Real Estate Section, 1000 City Hall Annex, 25 W. 4th St. Saint Paul, Minnesota 55102. The address to which the notice shall be mailed may be changed by written notice given by either party to the other. Nothing herein sha11 preclude the giving of such address change notice by personal service. [llj Assianment and 5ubletting LESSEE shall not assign or sublet this Lease without the written consent of the LESSOR, which consent must be obtained prior to the execution of any agreement to sublease the Leased Premises. [i2] Maintenance and Repairs. LESSEE shall, at its own cost and expense, be responsible far all repairs, maintenance and upkeep of the Leased Premises, including but not limited to emergency repairs of any kind; routine maintenance and repair to keep the Leased Premises in good repair, safe and in compliance with applicable fire, health, building and other life-safety codes; and all repairs and muntenance needed to keep the buildings or strucriues on the Leased Premises in good condiuon, including (a) the exteriar (including windows and doors) and interior structure of the buildings or structures, (b) the roof or roofs, (c) the heaung, ventilating and air conditioning systems therein, (d) all electrical plumbing, lighting, mechanical systems fire suppression equipment, i.e. fire sprinkler system; and (e) all grounds, fences and roads within the L,eased Premises. The foregoing obiigations shall bind the LESSEE regardless of the cause of the damage ar condition necessitaung the repair or maintenance. 5 / [13] Payments in Case of Default LESSEE shall pay LESSOR all costs and expenses, inciuding reasonable attorney's fees in any action brought by LESSOR to recover any rent due and unpaid hereunder, or for the breach or default of any of the covenants or agreements contained in this Lease, or to recover possession of said properry, whether such action progresses to }udgment or not. [14] 5urrender of Premises. The LESSEE, at the expirauon of said term, or any sooner terminauon of this lease, sha11 quit peacefully and surrender possession of said property and its appurtenances to LESSOR in as good order and condition as the property was delivered to the LESSEE. [15] Indemnitv. The LESSEE agrees to indemnify, defend, save and hold harAnless the City of Saint Paul and any agents officers and employees thereof from all claims, demands, actions or causes of action of whatsoever nature or character, arising out of or by reason of the Lease of the herein described Leased Premises by the LESSOR to the LESSEE, or the use or condiuon of the Leased Premises or as a result of the operations or business activities taking place on the Leased Premises. It is fully understood and agreed that LESSEE is aware of the conditions of the Leased Premises and leases the same "as is." [16] Holdover. Any holdover after the expiration of the term of this Lease shall be allowed only after receiving the written consent of the LESSOR. Said tenancy shall be deemed to be a tenancy only from month-to-month. All other terms and condiuons of this Lease shali be applicable. [17] Pollution and Contaminants. LESSEE agrees to comply with a11 ordinances, laws, rules and regulaUons enacted by any governmental body or agency relating to the control, abatement or eznission of air and water contaminants and the disposai of refuse, solid wastes or liquid wastes. LESSEE shall bear all costs and expenses arising from compliance with said ordinances, laws, rules, or regulations and shall indemnify, defend, save and hold harmless LESSOR from atl liability, including without limitation, fines, forfeitures, and penalties arising from the failure by LESSEE to comply with such ardinances, laws, rules or regulations. LESSOR has the right to perform cleanup and charge the LESSEE as Addiuonal Rent for such costs should the LESSEE fail to comply. [18] Controllin Lg ease. In the event there is any prior ezcisung lease or rental agreement between LESSEE and LESSOR (or its predecessor in interest) covering the subject property, it is agreed and understood that this Lease shall cancel and terminate any prior leases or rental agreements as of the effective date of this lease. [19] Destruction. In the event of damage to or destruction of the Leased Premises or in the event the premises becomes untenantable or unfit for occupancy due to such damage during the term of this Lease, LESSOR may at its option: (A) terminate the lease upon fifteen (15) days' written notice to LESSEE; or 0 0� �o� (B) within fifteen (15) days agree to restore the premises within a reasonable time period following the casualty, charging the costs in excess of the insurance proceeds, if any, to the LESSEE as Additional Rent: or (C) may direct that LESSEE prompfly restore the Leased Premises to substantially the condition existing immediately prior to such damage or destruction, and for that purpose, if such damage or destruction was caused by perils insured against the LES SOR shall make availabie to LESSEE pro-rata, as work progresses, the net proceeds of such insurance. If such proceeds are insufficient to pay the entire cost thereof, LESSEE agrees to pay as Addiuonal Rent, a lump sum payment (or in a form agreed upon by the LESSOR) equal to the remainder of such cost. The Basic Rents to be paid during the restorauon period shall be abated in proportion to the percentage of loss and impairment of the use of the Leased Premises as determined by the LESSOR, times the number of days of loss or impairment. [20] Events of Default The occurrence of any of the following events during the term of this Lease shall consfitute an event of default by the LESSEE: (A) the filing of a peUtion to have LESSEE adjudicated bankrupt or a petition for reorganiza- fion or arrangement under any laws of the United States relating to baukruptcy filed by LESSEE; (B) in the event a peution to have LESSEE adjudicated bankrupt is faled against LESSEE, the failure to dismiss such petition within ninety (90) days from the date of such filing; (C) the assets of LESSEE or of the busittess conducted by LESSEE on the Leased Premises be assumed by any trustee or other person pursuant to any judicial proceedings; (D) LESSEE makes any assignment for the benefit of creditors; (E) the failure by LESSEE to timely pay Basic Rent or Additional Rent as required by this Lease; (F) the failure by LESSEE to obseroe and perform any covenant, condition ar agreement on its part to be observed or performed as required by this L,ease; or (G) the failure by LESSEE or its surety to discharge, satisfy or release any lien or lien statement filed or recorded against the Leased Premises within sixty days after the date of such filing or recording, whichever date is earlier. It as an express covenant and agreement of LES50R and LESSEE that LESSOR may, at its election, terminate this Lease in the event of the occurrence of any of the events described in this paragraph or in paragraph (22) relating to liens by giving not less than ten days' written notice to LESSEE; and when so terminated, LESSOR may reenter the Leased Premises. This Lease and its Leased Premises shall not be treated as an asset of LESSEE'S estate. It is further expressly understood and agreed that LESSOR shall be entitled upon such reentry, notwithstanding any other provision of this Lease, to exercise such rights and remedies as are provided in Pazagraph (24) of this Lease. 7 G l� - ��v [21] Comuliance with Laws. The property described herein may be used for only the purposes stated herein. It is the sole and exclusive responsibility of the LFSSEE in the use of the property to comply with all laws, rules, regulations or ordinances imposed by any jurisdicuon affecting the use to which the properiy is proposed to be put. Inability or failure by the LES SEE to comply wiih any of said laws, rules, regulations or ordinances will not relieve the LESSEE of the obligauon to pay the rental provided herein. [22] Non-Discrimination.TheLESSEEforhimself,hispersonairepresentatives,successarsininterest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that (A) no person, on the ground of race, sex, color creed religion, sexual or affecuon orientation, age, disabiliry, marital status, status with respect to public assistance or nauonal origin or ancestry shall be excluded from participating in, be denied the benefits of or be otherwise subjected to discriminauon in the use of said faciliues; (B) that in connecuon with the construction of any improvements on said lands and the furnishing of services thereon, no disciimivation shall be practiced in the selection of em- ployees and contractors, by conuactors in the selecuon and retention of first tier subcontractors, and by first-uer subcontractors in the selection and retention of second-tier subcontractors; (C) that such discrimination shall not be practiced against the public in its access in and use of the faciliries and services provided for public accommodations (such as eaung, sleeping, rest and recreauon) constructed or operated on the Leased Premises; and (D) that the LESSEE shall use the premises in compliance with all otherrequirements imposed pursuant to the Saint Paul Legislative Code Chapter 183. [23] Liens. The LESSEE shall not permit mechanic's liens or other liens to be filed ox established or to remain against the Leased Premises for labor, materials or services furnished in connection with any additions, modifications, improvements, repairs, renewals or replacements made to the Leased Premises, ar for any other reason; provided that if the LESSEE sha11 first notify the LESSOR of its intention to do so and shali deposit in escrow with the LESSOR a sum of money or a bond or irrevocable letter of credit acceptable to the LESSOR equal to the amount of the claim of lien, LESSEE may in good faith contest any such claims or mechanic's or other liens filed or es- tablished and in such event may permit the items contested to remain undischarged and unsatisfied during the period of such contest. If, in the opinion of the LESSOR, the nonpayment of any such items subjects the Leased Premises to any loss or forfeiture, the LESSOR may require the LESSEE to use the escrow account to promptly pay ali such unpaid items and if LESSEE fails to pay from the escrow account, the LESSOR may pay and charge the LESSEE as Additional Rent. D� -aa� [24] Eminent Domain. In the event the entire Leased Premises aze taken by eminent domain, or such portion thereof is so taken that in LESSEfi'S reasonable judgement it is uneconomic thereafter to restore the Leased Premises and proceed under the terms and provisions of this Lease, LESSEE may terminate this I.ease by giving to LESSOR thu ry days' written notice of termination, effective as of the date on which the condemning authority acquires legai tifle or physical possession of the Leased Premises. LESSEE hereby waives and releases any claim to or share in the Awazd of Compensation for the taking, notwithstanding any other provision of law, ttris Lease or any other agreement. LESSEE may to the extent otherwise permitted in the eminent domain proceeding, remove its own trade fiYtures at its own expense. [25] Default Remedies. In the event an Event of Default occurs under paragraph (19) of this Lease, LESSOR may exercise any one or more of the following remedies: (A) reenter and take possession of the Premises without termination of this Lease, and use its best efforts to ease the Premises to or enter into an agreement with another person for the account of LESSEE; (B) terminate this lease, exclude LESSEE from possession of the Premises, and use its best efforts to lease the Premises to or enter into an agreement with another in accordance with applicable law; (C) exclude LESSEE from possession of the Premises, with or without terminating this Lease and operate the Premises itself; (D) terminate the Lease, exclude LESSEE from possession of the Leased Premises, sell all or any part of the Premises at the best price obtainable (provided such sale is pernutted by ap- plicable law,) such sale to be on such terms and conditions as the LESSOR, in its sole discretion, shall determine and apply the proceeds of such sale less any expenses thereof for the account of the LESSEE. (E) exercise any remedies available to it under the Minnesota Uniform Commercial Code; (F) take whatever action at law or in equity may appear necessazy or appropriate to collect the Basic Rent and Addiuonal Rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement ar covenant of the LESSEE under this Lease. (G) in exercising any of its remedies set forth in this Section, the LESSOR may, whether or not theLease is then in effect, hold the LESSEEliable for the differencebetween the payments and other costs for which the LESSEE is responsibie under this Lease. No remedy herein conferred upon or reserved to LESSOR is intended to be exclusive of any other available remedy or remedies but each such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or thereafter e�sung at law or in equiry by statute. No delay or omission to exercise any such right ar power accruing upon any default shall impair any such right or power or shall be construed to he a waiver thereof, but any such right and power may be esercised from time to time and as often as may be deemed exped'aent. In order to enutle the LESSOR to exercise any remedy reserved to it in this Provision, it shall not be necessary to give any nouce, other than such nouce as may be herein expressly required. / i � I � [26] Default of Pavment LESSEE agrees that, should it default on any payment owing and due to be paid to LESSOR as provided an this agreement, including but not limited to Basic Rent and Additional Rent, then the remaining unpaid balance shall, at the option of the LESSOR, immed- iately become due. Said LESSEE further agrees that the LESSOR may, at irs option and without notice to LFSSEE, enter judgment against LESSEE in Ramsey County District Court for the amount of the unpaid balance. And LESSEE does hereby confess judgment in the amount of the unpaid balance due upon default, and does authorize the LESSOR to enter judgment as provided above_ LESSEE does hereby agree that the LESSOR, at its option, may enter a judgment, at any time within one yeaz of the time the last payment shall have come due, for the full amount of the unpaid balance due pursuant to the confession of judgment provided herein. [27] Alterations. The LESSEE will not make any alterations to the premises without the written consent of the LESSOR, such consent not to be unreasonably withheld. If the LESSEE desires to make any such alterations an accurate description shali fust be submitted to and approved by the LESSOR and such alterauons shall be done by the LESSEE at its own expense. All such work shall be performed under the LESSOR'S supervision and any improvements made to the Leased Premises at the LESSEE'S expense sha11 become the property of the LESSOR at the end of the Lease period. LESSEE agrees that a11 alterations will be done in a workmanlike manner and in conformance with applicable building codes, that the structural integrity and building systems of the building will not be impaired and that no liens will attach To the premises by reason thereof. [28] Amended. Anything herein contained to the contrary not withstanding, this Lease may be terminated, and the provisions of ttris Lease may be, in writing, amended by mutual consent of the parties hereto. 10 01/13/2006 14:17 6514888883 AIRCONDITIONINGASSO PAGE 06/07 Jan �.3 06 OAe04a JOHN HnTTIlEW9 152039�d310 _ �{,+�, ��vo �,.,� o�,.,00000a W � P ' � IAGE 12/17. Jan.l2. 1006 5:13PM Na.0337 P. 11 /�(� IN 'W i7 ' 1 �gW� 8 � 0 E , thepatiieal 7 enztolsa�settHe�th�Qs2adsea]Stbed9Y9adqest34thl s Lease £usE abovo-writtea�. ��.�. 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