06-980N ^
Substitute — 11/01/2006
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Council File # ��
Green Sheet # �O 3 r31a �
1 WfIEREAS, on May 3, 2006, the Saint Paul City Council approved Final Order No. CF
2 06-431 for the acquisition and conshuction of a new Western District Office for the Saint Paul
3 Police Aepartment to be located at 389 Hamline Avenue North (the "Propert}�'); and
4
WHEREAS, based on an independent real estate appraisal, city staff presented an offer to
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acquire the Properiy; and
WHEREAS, the properiy owner, an experienced construction contractor, declined to sell
but presented a counter offer to design and construct the Western District Office accarding to
City specifications, then lease the improved Property to the City, with an option to purchase in
the future; and
WHEREAS, city staff obtained an independent evaluation of the cost of construction
from CPMI, in order to determine that the construction estimate was fair and reasonable in light
o£the market; and
WHEREAS, city staff fiu determined that the costs of condemning the property
would significantly add to the cost of construction not only through the associated costs of the
condemnation process, but also by delaying the project and increasing costs of labor and
materials; and
WHEREAS, believing that the location of the land was the single most important factor
in constructing the new Westem District Police Station, and that after thorough review, there
were no nearby availabie parcels which met the needs of the Police Deparhnent; and
WHEREAS, the City Council hauing heard the report from staff concerning the
desirability of locating the Western District Office for the Saint Paul Police at this location and
the substantial additional costs to the City which would be incurred by proceeding with a
condemnation to obtain the ]and and manage the construction and design of the new Western
District Police Station; now, therefore, be it
RESOLVED, the City Council hereby determines that it is in the best interests of the City
to enter into the attached lease with option to purchase with NWM HI94, LLC to effect the
purchase and construction of the Westem DistricC Police Station at 389 Hamline Avenue North.
This determinarion is based upon:
1)
z>
The unique location oPthis properiy, with its central location and access to major
streets and the freeway, best meets the needs of the Saint Paul Police Departrnent;
Currently there aze no other available pazcels of property neazby which would
equally meet the needs of the Police Department;
3) The cost of condexnnation of the property would add significantly to the expenses
of the overall project and would delay the start time for conshuction; and
CITY OF SAINT PALIL, MINNESOTA ��
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4) The independent appraisal of the construction esfvnate done by CPMI insures that
the City is obtaining a fair construction estimate for the building and that it is not
paying more than it would if the building were constructed pursuant to bids.
B
App�oved
FURTHER RESOLVED, that the City Council hereby authorizes the Saint Paul Police
Department to execute a Lease Agreement with the owner of 389 Hamline Avenue North, in a
form and content substantialiy as set forth in the draft lease-with-option-to-purchase attached
hereto, for the purpose of conshucting a new Western District Office for the Saint Paul Police
Deparhnent.
/�
Requested by Deparhnent of:
By:
�
By:
Adoption Certified by Council Secretary
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
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DepaNnenUoffice/council: Date Mitiated:
Qw -�,li�w� �-0�� Green Sheet NO; 3033261
ContaetPerson 8 Phone:
Da�e H. Nelsort
266-88G0
Must Be on Couned Agenda by (Date):
1 I-0CT-06
DoaType: RESOLUiION
E-0ocumentRequ'ved: N
Docu t Contad: Da�e H. Nelsm
Conta Phone: 266$860
y
Assign
Number
For
Routipg
Orde�
Totai # of Signature Pages _(Clip Ali LocaBons for Signature)
0 tic Worirs Dave H. N
5 unol
6 ' Qerk Ci Qer
Request approval of a resolurion authorizing a Lease Agreement between the Saint Pau1 Police Depaztment and the owner of 389
Haznline Avenue North foi the City's lease and eventual purchase of a new Wes[em District Office.
itlations: Appto�e (A) o� F
Planning Commission
CIB Committee
Gitil Senice Commissi�
1. Flas this persoNfirtn e�er worked under a cw�tract for this tlepaitmert?
Yes No
2. FWs this petsoNfrtn eeer 6een a�rty employee?
Yes No
3. Dces this personlfirtn possess a skill not �ramally p�sessed by any
curtent city employee?
Yes No
Explain all yes answers on separate sheet and atWch tn green sheet
Inifiating Prohlem, lssues, OppoKunity (Who, What, When, Where, Why):
The City has identified both funding and a location for a new Westem District Off'ice. Ciry staff also have reseazched altemaflves to
acquiring the land and construcflng the building. The most cost effective appioach is ro lease a new structure, built ro Ciry
specifications, from the propeny owner, with an option for the City to p�schase the property in the future.
Advantages MApproved:
The City will be able to proceed with design and construcflon of a new disfrict office
Disadvantages IFApproved:
The City will be commitflng city resources to a long-term lease of a district office, or an eventual multi-million purchase of a built-wt
district office and surrounding land.
Oisadvantages N Not Approved:
The Ci[y will be unable to acquire the property under the lease opfion, which is the most cost effecuve approach to conshvcfing and
acquuing a new district office.
Totai Amount of
Transaction_
Fundinq Soucce: CIB Bond Fu11d5
CostlRevenue Budgeted: Y
ActivitY Number:
Financiai information: Iniflal payment of $50,000 according to terms of the lease. P�schase option is $91 million.
(Explain)
October 3, 2006 1203 PM Page 1
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(File Name: AE2006-02
Revised: 7/31/06
Authority (C.F. orA.O.)
LEASE N0.
DEPT. of PUBLIC WORKS LEASE N0.
DATE:
LEASE AGREEMENT
THIS LEASE AGREEMENl ("Lease") is made antl entered into this _ day of
, 2006, by and between NWM HI94, LLC, a Minnesota Iimited liability company, with
its principal place of business at 1375 St. Anthony Avenue, Saint Pauf MN 55104 ("Landlord") and
the CITY OF SAINT PAUL, a Minnesota municipal corporation, with its offices ai
{"City").
In consideration of the mutual covenants and promises contained herein, and of other
good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged by both parties hereto, the parties for ihemsefves, their affiiiates, their successors,
legal representatives and assigns, desire to define their rights, duties and liabilities with respect to
this Lease, and they do hereby agree as follows:
Buildout Schedule. The Schedule for ConstNCtion of the Building as attached hereto as
Exhibit E and incorporated herein.
Buiidout Specifications. The Specifications for Construction of the Building and related
improvements as describetl herein on Exhibit D.
C�. The City of Saint Paul, Minnesota.
Deposit. The Citv shali deliver to Landlord Fiftv Thousand dollars and no cents ($50 000�
deposit upon the full execution of this lease apreement bv both parties.
Environmentaf Laws. The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Sections 6901, et seq.; the Hazardous Materials
Transportation Act as amended, 42 U.S.C. sections 6901, et seq.; the Federal Water Pollution
Control Act, as amended, 33 U.S.C. sections 1251 et seq.; the Resource Conservation and
Recovery Act of 1976 , 42 U.S.C. sections 6901 et seq.; the Federal Clean Air Act, 42 U.S.C.
sections 7401 et seq.
Event of Default. Faiiure by either party to this lease to perform, observe any condition or
term, covenant or obligation as required under this lease.
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Force Maieure Event As defined in Section 3� of this Lease,
Hazardous Materiais. Any hazardous substance or toxic material, substance, pollutant,
confaminant or waste including but not limited io: oil, petroleum product, flammable substances,
explosives, radioacfive materials, infectious wasfes or substances, asbestos in any form, unrea-
formaldehyde foam insulation, fransformers or other equipmenf that contains dielectric fluid
containing polychlorinated biphenyl, or radon gas, and any similar terms as defined or regulated
under any state, local or federal laws, rules or regulations.
Land. The land legally described on Exhibit A attached hereto and incorporatetl herein.
Lease. This Lease Agreement.
Lease Commencement Date. The first day of occupancy by the Saint Paul Police.
Landlord. NWM HI94 LLC, a Minnesota limited liabiiity company, and its permitted
successors and assigns.
Maintenance Schedule. The schedule for maintenance of the Premises attached hereto
as Exhibit F and incorporated herein.
Permifled Exceptions. Those liens, charges, leases (other than this Lease), security
interests, claims, encumbrances, and agreements set forth in Exhibit B attached hereto.
Plans and Specifications. Those plans and specifications as set forth in Exhibit D.
Police District Office. The approximately 37,536 square foot two-story building to be
constructed in accortlance with the Build-out Specifications along with a surface parking 1ot for
approximately 105 parking stalls and 44 underground parking stal{s as set forth in Exhbit E.
Premises. The Premises shown as Exhibit A-2, being the portion of the Land, the Police
District Office and a!l other improvements constructed in accordance with the Buildout
Specifications.
Purchase Option. As defined in Section 41 of this Lease
Renewal Option. As defined in Section 5 of this Lease
Renewal Term As defined in Section 5 of this Lease
Substantial CompletionlSubstantiallv As defined in Section 3(b) of this Lease
Substantial Dama4e. As defined in Section 17 of this lease.
Target Deliverv Date. As defined in Section 3(b) of this Lease.
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Term. The term of this Lease as sef forth in Section 4.
llnavoidable. As defined in Section 3(d) of this Lease.
2. DEMISE OP PREMISES. Landlord hereby {eases and demises to City and City
agrees to lease from Landlord the Premises, togefher with all buifdings, improvements and fixtures
now or hereafter erected thereon, and all rights, privileges, and easements appurtenant thereto.
As more specifically described in Exhibit A-2 and Section 3, fhe Landlord shall construct upon the
Land the Police District Office following the execution of this Lease for the use and occupancy of
the City. City shall have the exclusive right to use the Premises during ihe term of this Lease.
Noiwithstanding the foregoing, the Gity acknowledges that the Prem+ses do not include all the
Land. On the portion of the Land as shown in Exhibit A-2 is not leased to the City, the Landlord will
grant the City an easement to use a drainage area to include in their storm water management
plan. Landlord will also use this area for pervious surface parking and rain garden area.
3. CONSTRUCTION OF POLICE DISTR{CT OFFICE.
(a) Landlord shall cause to be constructed upon the Lantl, in accordance with the Builtlout
Specifications, at Landlord's sole cost and expense, the Police District O�ce. Landlord agrees to
construct the Police District Office so that when completed it is in compliance with all applicable
governmental laws, codes, directives, and regulations in effect as of the date hereof (collectively,
"Leqal Repuirements"). The final building specifications and components shall be based on the
Buiitlout Specifications and shall be inclutled in "Plans and Snecifications" to be prepared by
Landlord and approvetl by the City as follows:
November 1, 2006 — City of Saint Paul City Council approves Lease agreement with
Option to Purchase.
January 15, 2007 — Landlord submits Pfans antl Specifications for the building shell.
January 22, 2007 — City's deadline for approval.
March 15, 2007 - Landlord submits Plans and Specifications for the bui(ding interior.
March 22, 2007- City's deadline for approvai.
The deadlines above are contingent on this Lease being executed and the Deposit
delivered no later than November 15, 2006. In the event that, for any reason, City does not
approve or disapprove the Plans and Specifications by the deadlines above, such Plans and
Specifications shail be deemed approved by City. If the City disapproves the Plans and
Specifications, the City shall promptly set forth in writing its reasons for disapproval and the
Landlord shalf prepare revised Plans and Specifications for the City's review and approval within
seven (7) days of receipt of the revised Plans and Specifications. Any delay beyond the deadlines
listed above, including the disapproval of the Plans and Speci�cations by the City, shall extend all
deadlines in this Lease, at Landlord's option, by the exact number of days as the City's delay.
Landlord warrants that the Police District O�ce when constructed by Landlard shall be (i}
in compliance with the Plans and Specifications as approved by City; (ii) in compliance with all
applicable Legal Requirements; and (iii) constructed in a good antl workmanlike manner, City's
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approval of any Landlord's Plans and Specificafions shaN not operate as a release of Landlord's
obligation to construct the Police Districf O�ce in accordance with the requirements of this Lease.
Landlord may make changes or modifications in the Pians and Specifiications from time to time
during the cflurse of cflnstruction; provided that with respect to any material change (as defined to
be a change that affects quantity andlor quality and/or function) or modification, Landlord shall
obtain the wntten approval of City. Landford shaii obtain afi necessary building permits and
authorizations necessary to permit the construcfion of the Police District Office in accordance with
fhe approved Plans and Specifications as summarized in Exhibit D.
(b) Landford's construction of the Police District O�ce shall be commenced
promptly after the issuance of a building permit and shall be diligently pursued in order to have the
Police District Office "Substantiallv Completed" by October 15, 2007 (the "Tarqet Deliverv Date")
assuming the Plans and Specifications for the shell are approvetl by the City by January 15, 2607,
and for the interior by March 22, 2007. For each day after November 15, 2006, that passes
without the City's approval ofi the Plans and Specification, the Target Delivery Date shalf also be
extended one day. As used in this Lease the term "Substantiai Completion", "Substantialiv
Completed" or words of similar import shall mean that {i) the Premises are fully completed in
accordance with the approved Plans and Specifications except for punch list items which will not
materially interfere with City's use and occupancy of the Premises for the conduct of its business,
(ii) the Premises shall be free from any and all construction defects relating to Landford's
construction which would materially interfere with City's use and occupancy of the Premises for the
contluct of its business, (iii) the City has granted to Landiord an occupancy certificate permitting
City to take occupancy of the Premises notwithstanding such punch list items (which occupancy
certificate may be a temporary ce�ificate of occupancy so long as Tenant may legally take
possession of the Premises and operate its business therein). Landlord shall deliver sole and
exclusive possession of the Premises to City upon Substantial Completion of the Police District
Office and shall provide City with written notice of its intent to tleliver possession of the Police
District Office specifying the estimated date of issuance of the certificate of occupancy or the
temporary certificate of occupancy, as the case may be, as soon in advance of the anticipated
delivery date as is reasonably practicable. Provided however, the City has the right to terminate
this Agreement and receive back its $50.000.00 Deposii if Landlord has not received a building
permit by March 1, 2007.
(c) During the course of construction of the Police District Office, City, its employees,
agents and contractors may enter upon the Premises at reasonable times with prior written notice
for the purpose of inspecting such construction, upon the condition that City, its employees, agents
or contractors will not unreasonably interfere with Landlord's employees, agents or contractors.
City shalf indemnify and hold harmless Landlord from and against any damages, costs, losses or
liabilities arising out of the negligence or willful misconduct of City, its employees, agents and
contractors during the construction process.
(d) Landlord shall cause the construction of the Police District O�ce to be completed
no fater than ihe Target Delivery Date, provided that if construction is delayed as a result of any
Force Majeure Event (any or all such delays are herein sometimes referred to as "Unavoidable
Delavs°), the Target Delivery Date shall be e�ended by the amount of time of such Unavoidable
Delays
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4. TERM. The term ofi this Lease shall be ten (10) years beginning on the "Lease
Commencement Date" which shall be the date that the Police District Office is Substantially
Completed and delivered to City. If the Lease Commencement Date is a date other than the first
day of a calendar month, the term shall expire ten (10) years after the first day of the first full
cafendar month after the Lease Commencement Date and shaff, accordingly, include the period
between the Lease Commencement Date and the end of the calendar month in which the Lease
Commencement Date occurs. Landlord and Cify agree that upon the Substantial Completion of
the Police District Office, Landlord and City shali execute a formal acknowledgment setting forth
the Lease Commencement Date, the e�iration date of the initial term, and the dates by which Gity
must exercise the Renewal Options (as defined in Section 5 below).
5. OPTIONS FOR ADDiTIONAL LEASE TERM. Landiord hereby grants to City the
right and option to renew and extend this Lease (the "Renewal Option") for one (1) additional
period of five (5) years (the "Renewal Term") by notice to the Landlord to be given by the City in
writing not less than 180 days prior to the expiration of the initial term of this Lease. The Renewal
Term shall be subject to the same terms, conditions and provisions as set forth herein with the
exception that the amount of Base Rent payable for the Renewal Term shall be in accortlance with
the terms of Section 6 of this Lease.
6. DEPOSIT AND BASE RENT.
(a) The City shall deliver $50,000 to Landlord as a Deposit on the date
hereof. Any delay in the Gity's delivery shall permit the Landlord to delay any or a!I deadlines
mentioned in the Lease by an equal delay, at its option. Landlord shall apply the Deposit to the
construction costs. Notwithstanding the forgoing, if Landlord defaults under this Lease before the
Lease Commencement 6ate, and Landlord does not cure with an applicable cure period, ihen
Landlord shall return the Deposit. The Deposit shall be credited to the first year's Base Rent or to
the City's purchase of the Premises.
(b) City shall pay the Landlord (at the address set forth in Section 29) as
monthly rent ("Base RenY') for the Premises commencing on the Lease Commencement Qate and
continuing throughout the first year of the initial term of this Lease the monthly rental of:
$65,000.00
The monthly Base Rent for the second year of the term shall be $65,000.00 increased by
5% (i.e., $68,250). For every year thereafter during the initial term and continuing into the Renewal
Term, the monthfy Base Rent shall increase 10% every year.
The Base Rent shall be paid in advance on the first day of each calentlar month during the
initial term and the Renewal Term. If the Lease Commencement Date is other than on the first day
of a calendar month, the Base Rent between the Lease Commencement Date and the first day of
the following calendar month shall be apportioned pro rata on a per diem basis and payable on the
Lease Commencement Date.
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Noiwithstanding the foregoing, the City acknowledges that the Base Rent may increase or
decrease depending on ths final cost of the Police District Office which has been approved by the
City and Landlord. The City has the option to pay the increase on or before fhe lease
commencement date or add it to the monthly Base Rent (interest only ) with principle amount being
add on to the Option to Purchase price.
7. USE OF PREMISES. City shall use the Premises as a police district office,
including but not limited to first floor indoor parking, a communiry room and upper level o�ce. The
Premises shall not be used for incarceration of individuals without the prior written consent of
Lantllord. City shail not use or occupy the Premises or permit the Premises to be used or occupied
contrary to any applicable zoning and other Legal Requirements or in a manner which would
violate any certificate of occupancy affec6ng the same.
8. LANDLORD WARRANTIES AND CONDITION OF PREMISES.
a) Landlord warrants and covenants to City that the Police District O�ce wi(I be of good quality
and new materials and equipment, that the work wilf be free from any construction defects, and that
the work will conform to the Plans and Specifications for a period of one year beginning on the
Lease Commencement Date. The one year warranties shall apply whether the City leases the
Premises or purchases the Premises prior to the first year anniversary of the first day the City
occupies the premises.
b) In the event there is any defect in the contlition of the Police District Office during the periotl of
one year from the Lease Commencement Date, City shall give Landlord written notice of such
defect and Landlord shall promptly, at its sole cost, diligently effect the necessary repairs and use
its best effort to avoid interfering with the City's operation of its business in the Premises or any
construcfion work being performed by fhe city. Landlord shall provide City with advance notice of
the schedules for any work to be performed by the Landlord herein.
9. LAWS AND ORDINANCES. City shall fully comply with and obey all Legal
Requirements that are specifically applicable to City's use of the Leased Premises.
10. MAINTENANCE AND REPAIRS. Landlord, at Landlortl's sofe cost and expense,
shafl maintain and repair in good condition and in compliance with all Legal Requirements the
exterior walis, roof, foundation, floors, and other structural elements of the Premises and the
electrical, plumbing and sewage facilities up to the point of entry to the Police District Office in
accordance with the Maintenance Schedule. Except as set forth above, City shall, at City's sole
cost and e�ense, repiace, maintain and repair the Premises so that at all times the Premises shall
be in good order and repair and in compliance with all Legal Requirements. City shall not cause or
permit any waste or deterioration to the Premises. Nothing contained in the foregoing provisions of
this Section 10, however, shali be deemed or construed as making City responsibie or liabie fior
paying (i) any costs associated with construction defects which are cavered by Landlord's warranty
contained in Section 8 above, (ii) any repairs covered by any warranties (including any equipment
warranties) required to be tlelivered or providetl in conneotion with the construction of the Premises
or (iii) any repairs necessary to repair damage caused by Landlord to the Premises.
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11. TAXES. A11 real estate tares and speciaf assessments levied and assessed by
lawful authority against the Premises during the term of this Lease or the Renewal Option shall be
timely paid by City. City shall pay all taxes and assessmenfs which are levied upon the personal
properfy and business of the City, including, buf not limited to, fumiture, appfiances, equipment,
machines, and other items of personal property located in or used in the operafion of City's
business on the Premises. Nothing herein contained shall 6e construed to require City to pay, and
Landford shafl be soieiy responsibie for any franchise, inheritance, estate, succession or transfer
tax of Landlord or any income or excess profits ta�c assessed upon or in respect of any income of
Landlord or chargeable fo or required to be paid by Landlord.
12. UTILfT1ES. City shall pay all fees and oharges for water, gas, efectricity, lights,
heat, water, sewer, power, and other utilities which are used, rendered or supplied to, upon or in
connection with the Premises.
13. INSURANCE
(a) The City covenants and agrees with Landlord ihat the City shall at all
t+mes during the term of this Lease and any Renewal Term, at the City's cost and expense,
maintain the following insurance coverage:
(i) Insurance protecting the Premises against all losses or damages
as are insurable under present and future standard forms of
extended coverage insurance policies for the locale of the
Premises, upon the buildings and improvements erected on the
Premises in an amount equal to its full replacement value, or self-
insure such liability.
(ii) Comprehensive general public liability insurance against claims
for bodily injury, death or property damage occurring in, on or
about the Premises in an amount of at least $1,000,000.00
combined single limit for bodily injury and property damage,
including broad form contractua! liability coverage, or self-insure
such liability. In lieu of a Commercial Comprehensive General
Liability insurance the Landiord shali accept a Certificate as self
insured for the City. In the event the City provides the Certificate
of Self Insured, the Landlord may elect to o6tain an insurance
rider for an amount above the State of MN statutory liability limits,
Landlord may add the cost of the rider, thus increasing the Base
Rent. Amount.
(iii) Worker's compensation and occupational disease insurance in
compliance with statutory requirements covering a!I activities of
the City's employees in, on, or about the Premises.
(iv) The policy required above under item (ii), if any shal! name
Lantllord as an additional insured with respect to liability arising
out of covered acts or omissions of the City, its o�cers, directors,
M1:1343664.03
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employees or agents and shall contain the provision that it may
not be canceled or have a materiai change in coverage without
first giving the Landlord not less than fen (10) days' prior wriften
notice, The City shall fumish Landlord with a certificate of
insurance for each policy required under this Section 13(a) within
thirty (30) days of the Lease Commencement Date.
(b) Waiver of Subroqation. Landlord and City, on behalf of themselves and all
pa�ies claiming under them, by way of subrogation or otherwise, hereby mutually release and
discharge each other and their respective officers, directors, employees and agents from any and
all claims and liabilities for any loss or damage to property covered by or coverabie by the policies
of property damage insurance described in Sections 13(a)(ii) and any insurance the Landlord may
have above, regardless of the cause of damage or loss including without limitation the negligence
of the refeased party. The failure ot either party to maintain insurance as required under this
Section 13 shafl not affect this waiver in the event of loss or damage for which insurance could
have been obtained. Landlord and City agree to notify their respective insurance camers of the
provisions of this Section 13 and to use their best efforts to have the provisions hereof incorparated
in their respective insurance policies. However, this Section 13 shall not be affected by the failure
of any insurance carrier to incorporate these provisions in such poficies.
(c) Notwithstanding subsection 13(a) above, neither Landlord nor City shall
be required to maintain property and casualty insurance for loss or damage resulting from the risks
of flood, earthquake, and acts of war or terrorism.
14. INDEMNIFICATION AND RELEASE.
(a) indemnification. Landlortl and City agree to indemnify each other, and
their respective affiliated departments, corporations and partnerships or other entities related by
common ownership, and their respective officials, directors, oSficers, shareholders, employees,
representatives and agents, against, antl to hold each other harmless from, any and all claims or
demands of any third party arising from or based upon any fault or negligence of the indemnifying
party, its officers, directors, or empioyees. In the event of litigation commenced by any third party
against the other party involving a claim subject to the foregoing indemnification obiigation, then
the indemnifying pady sha(I protect and hold the indemnified party harmless from and with respect
to such litigation, and shail pay aii costs and expe�ses incurred or paid by the indemnified party in
connection with such litigation, together with any judgments rendered against the indemnified
party. Notwithstanding the foregoing, neither Landlord nor City shall have any obligation to
indemnify against punitive or exemplary damages.
(b) Release. Natwithstanding anything in this Lease to the contrary, Landlord
and City each releases the other from any and all cfaims, damages or liability to their respective
propedy fo the extent the damage is causetl by flood, earthquake, and acts of war or terrorism.
(c)
and sha{I not expand
chapter 466, as ame!
fiability.
Statutory Liabilitv. Nothing in this Lease Agreement shall be construed to,
the City's maximum liability over the limits set forth in Minnesota Statufes,
ded, or any other successor law which has the effecf of limiting the Cify's
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15, CHANGES IN PREMISES. City shalf not make any material or
sfnictural additions, alterations or changes to the Premises withouf Landlord's prior written consent
provitled, however, City may, without Landlord's consent, make alterations which are non-structural
in character and the cost of which does not exceed $2,500 ("Permitted Non-Structural A{terations").
Gifij may install trade fiz�ures, machinery or other trade equipment in conformance with all
applicable laws, statutes, ordinances, rules, regulations and the same may be removed at any time
during the term of this Lease provided any damage caused by such removal is repaired by City.
Landlord's consent to afterafions, atltlitions or improvements to the Premises (other than the
Permitted Non-Structural A{ferations) shall not be unnecessarily withheld or delayed; provided that
if Landlortl's lender must consent to any such alterations, it shalf be reasonable for Landlord to
disapprove such alteration if Landlord's lender does not provide its consent. C+ty shall at the entl of
the term of this Lease or at earlier termination and upon Landlord's written notice, remove all such
alterations andlor improvements (repairing, at Citys sole expense, any damage to the Premises
thereby caused) antl surrender the Premises to Landiord in the condition required by Section 22. If
City fails to remove any such alterations and/or improvements or fail to so repair any damage to
the Premises thereby caused, then Landlord shall have the right to so remove and repair and City
shall pay Landlortl's cost for such removal and repair. City shall also have the right, at City's sole
cost and expense (but without additional charge by Landlord), to enter onto and instafl upon the
roof of the Police District Office a sateilite dish and /or such other telecommunications equipment
as City. City agrees to repair, or have repaired, any damage caused to the Pofice District Office by
City's installation or removal of the sateflite dish or other telecommunications equipment. City shafl
keep the Premises free from any liens arising out of any work performed for, materials furnished to,
or obligations incurred 6y Gity. Landlord shall not alter or modify the Premises, except as provided
fior in Sections 3 and 47 of this Lease, in any manner which would materially and unreasonably
intertere with Ci'ry's use and enjoyment of the Premises.
16. ENTRY BY PARTIES. City shall permit Landlord and the agents of Landlortl to
enter upon the Premises at all reasonable times, upon prior notice and during City's business
hours, to examine or inspect the condition thereof and conditions of City's occupancy or to make
such repairs, additions or alterations therein as Landlord may deem necessary, or during the last
ninety (90) days of the term of this Lease, or the term of any Renewal Term as the case may be, to
exhibit the same,
17. DESTRUCTION OR DAMAGE TO PREMISES. In the event the Premises are
damaged by fire, explosion, or other casualty or occurrence after the Gity takes possession of the
Premises, such damage shail be promptly repaired by City, to the extent that insurance proceeds
are available, as soon as reasonably practical following the date of such damage uniess this Lease
is otherwise terminated pursuant to this Section 17. In the event of any such damage occurs and
Landlord and City reasonably agree within thirty (30) days following such damage that the
Premises cannot be repaired or restored within two hundred seventy (270) days following the date
of such damage ("Substantial Damaqe"), City may elect to require Landlord to repair or rebuild the
Premises if it provides the Landlord sufficient financial resources, from its insurance proceeds or
other sources, to do so, or to terminate this Lease upon giving notice of such election in writing to
Landlord within thirty (30) days following such agreement; provided that if any Substantiaf Damage
occurs during the last two (2) years of the initial term and City elects not to terminate this Lease,
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City shall be deemed to have automaticaliy exercised the Renewal Option. If Landlord fails to
Substantialiy Compfete any required repair or restoration within two hundred seventy (270) days
following the date of any such damage (or s�ch additional time period as Landlord and Ciry may
agree in the event of Substantial Damage), Gity shall have the right to terminate this Lease by
providing Landlord with a sixty (60} day termination notice, provided that if Landlord Substantially
Completes such repair or restoration prior to the expiration of such si�y (60) day period, City's
termination notice shall be null and void and this Lease shall co�tinue in fu{I force and effect for the
remainder of the term.
18. CONDEMNATION.
(a) If all or a substantial pad of the Premises are taken or conueyed as a
resuit ofi such condemnation and the remaining portion of the Premises cannot be restored to
permit the same use of the Premises as before such condemnation, this Lease shali terminate as
of the date of such taking and Base Rent and other charges payable under this Lease shall be
apportioned io such date.
(b} If only a portion of the Premises is taken or conveyed as a result of such
condemnation, and in City's reasonable determination the remaining portion continues to be
useable or can be restored for the general use intended and being matle of the Premises
immediately prior to such taking, this Lease shall terminate as of the date of such taking or
conveyance as to the taken or conveyed portion of the Premises, and the Lease will continue as to
the remainder of the Premises. Landlord shall restore the Premises as nearly as poss+ble to the
condition and value existing prior to such taking; however, Landlord shall not be required to expend
any sums in excess of the condemna6on award received by Landlord as a result of such taking. If
this Lease is not terminated in part or in its en6rety, restoration shall be undedaken promptly by
Landford after any such taking and Base Rent and other charges provided for under this Lease
shail contin�e unabated during the period of restoration and thereafter.
(c) Landlord sha11 be eniitled to receive any and ali awards that may be made
in any such condemnation proceeding and City hereby assigns and transfers to Lantllord any and
all such awards that may be made to City; however, City shall be entitfed to receive from the
condemning authority an award for the value of any improvements made by City, if any, and for
loss af City's fixtures, if any. Ciry shall not be entitled based upon the value of the unexpired term
of this Lease for consequential damages to the land not so taken.
19. SUBLEASE OR ASSIGNMENT. City shall not assign, mortgage or encumber this
Lease nor sublet or pe�mit the Premises or any part thereof to be used by others, without the prior
written consent of Landlord in each instance, which consent shall not be unreasonably withheld.
The consent by Landlord to an assignment or subietting shall not be consUued to relieve City from
obtaining the consent of the Landiord to any further assignment or subletting. The consent by
Landlord to an assignment of the Lease will not be given unless the assignee assumes the City's
obligations under this Lease and City remains liable for all its obligations untler this Lease,
including (unless othenvise agreed in writing) extensions or renewafs provided for herein.
20. 4UIET ENdOYMENT. Upon payment by the City of the Base Rent herein
provided for, and upon the observance and performance of all of the agreements, covenants, terms
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and condifions an City's part to be observed and performed, City shal{ peaceably and quietly hold
and enjoy the Premises for the ferm without hindrance or inferruption by Landlord or any other
person or persons lawfuily or equitably claiming by, through or under Landlord, subject,
nevertheless, to the terms and condifions of this Lease.
21. SIGNS. City shall have the right and privilege ofi erecting and maintaining (at
City's own expense} such signs, electric or otherwise, in or upon the Premises as it may deem
necessary or advisable. Such signage shall be shown and specified in the Plans and Specification
ofi the building shell package. Such signs shail not violate any local rules, regulations or ordi-
nances antl sha11 be in keeping with the aesthetic climate of the locale as reasonably determined
by Landlord. City shall repair any and all damages caused by the erect+on, maintenance, or
removaf of any such sign or signs by City. City agrees to indemnify and save Landlord harmless
from any and alI damages or claims for tlamages caused by or growing out of the erection,
maintenance, existence, or removal of any such sign or signs maintained by City in or upon the
Premises. Subject to the terms of this Sec6on 21, Landlord shall have the right to place "for rent"
or other similar signs on the Premises during the last ninety (90) days of the initial term (provided
City has not exercised the Renewal Option) or the Renewal Term of this Lease, as the case may
be.
22. SURRENDER. Upon the expiration or termination of this Lease or the Renewal
Term hereof, City shall surrender and deliver up the Premises, in good order, condition and repair,
reasonable use antl natural wear and tear or unavoitlable casualty excepted and free and clear of
any {iens, mortqages, deeds of trust or other encumbrances covering the City's interest in ihis
Lease, the Premises or the Po(ice District Qffice which were agreed or consented to or suffered by
City. City shali at such time, upon Landlord's request, remove at its own expense any internal or
external wal{s, partitions, signs, fi�ures, alterations, improvements or other items placed in or on or
installed or constructed in the Premises by City and shall repair any damage to the Premises
caused thereby.
23. DEFAULT AND REMEDY,
(a) CfTY'S DEFAULTS. The occurrence of any of the following shali be
deemed an "Event of DefaulY' by City:
(i) Failure by City to pay Base Rent as herein provided within ten
(10) days after the same is past due and owing; or
(ii) Failure by City to perform any non-monetary obligaiion to be
performed by City hereunder or to comply with any contlition or
covenant contained herein and such failure shall continue for
thirty (30) days after written notice thereofi from Landlord to City;
provided, however, that if the nature of City's default is such that
more than thirty (3Q) days are reasonably required to cure, then
Ciiy shalf not be deemed to be in defauit if City commences such
cure within such thirty (30) day period and thereafter difigently
pursues such cure to completion.
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(b) LANDLORD'S REMEDIES. At any time that City commits an Event of
Default, Landlord wilf be entiUed, at Landford's sole option (time being of the essence of all such
conditions) to legally enter and take immed'+ate and exclusive possession of the Premises and all
fi�ures therein and to expef City and all persons claiming through or under City. La�dlord shall
also have the option to ferminate and cancel this Lease and retain any remaining Deposit, effective
upon written notice to City, whereupon any and all covenants, conditions and obligations of
Landlord under this Lease will cease and terminate. City agrees that notwithstanding the
occurrence of any such event giving Landlord the right of termination and/or re-entry as aforesaid,
and whether or not Lantllord has re-entered the Premises or gained possession thereof, and
whether or not Landlord has re{et the Premises in whole or in part, Landlord will not be deemed to
have accepted the surrender of the Premises or of this Lease and Gity shall remain liable for the
payment of all rentals and rates/charges provided for herein and the performance of all other
covenants, conditions or undertakings of City and the payment of all other sums during the full
periotl which otherwise would have constituted the term of the Lease, including damages for failure
to perform any of the same or for any loss of rents or damages which Landlord may then or
thereafter suffer through the periotl of said entire term including, without limitation, reasonable
attorneys' fees. Landiord will have the right at any time after exercising any option given to
Landlord in this Section to exercise thereafter any other option hereunder or such legal rights as
Landlord would have in the absence of such options. lf Landlord does not elect to terminate and
cancel this Lease on account of City's breach, Landlord agrees to use reasonable difigence to relet
said Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the
character of the Premises, and the obligation of City for damages hereuntler will be mitigated
thereby to the extent of the net rents when actually received from such reletting, after deduction for
all expenses of Landlord, including, without limitation, expenses attributable to alterations and
repairs Landlord deems advisable to relei ihe Premises and ail reasonable attomeys' fees.
(c) LANDLORD'S DEFAUL i. Landlord shall be in default under this Lease if
Lantllord fails to perform or obserue any term, condition, covenant or obligation required to be
performed or observed by it under this Lease for a period of thirty days (30) days after written
notice thereof from City; provided, however, that Landlord shall not be in default if the term,
condition, covenant or obligation to be performed by Landlord is of such nature that the same
cannot reasonably be performed within such thirty-day period and Landlord has commenced
performance to cure such default during the thirty-day period and thereafter diligently undertakes to
complete the same.
(d) CITY'S REMEDIES. At any time Landlord commits an Event of Default,
City will be entitletl, at City's sole option, to exercise any of the following remedies: commence an
action for specific performance and/ or damages and abatement of Base Rent, terminate this
Lease, and obtain a refund of Deposit and other relief afforded by law antl equity.
(e) NO WAIVER. The fai{ure of the Landlord or City to exercise any option
herein provided on account of any default shall not constitute a wa+ver of the same or any
subsequent default, and no waiver of any condition or covenant of this Lease by either
party shall be deemed to constitute a waiver by either party of any default for the same or
any other condition or covenant.
M1:1343664.03 � 2
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24. SUBORDINATION TO MORTGAGESCity shall, at the request of Landlord,
subject and subordinate its leasehold estate to the lien of any mortgage evidencing a lien on,
against or with respect to the Premises, or any part fhereof, whether such morfgage, or any
mortgage securing any financing obtained to acquire and construcf the Premises (each, a
"Mortgage'� has heretofore been, or may hereafter be, placed upon the Premises, and any
renewal, modification, consolidation, replacement, or e�ension of any such Modgage, provided
that the hofders of any such Mortgages agree in writing with City that notwithstantling Landlord's
failure to perform its obligations under any contract or agreement, or note or evidence of debt,
City's ocoupation and quiet enjoyment of the Premises shall not be disturbed, interfered with or
hindered, and a(! of City's right under this Lease shafl be fully recognized so long as City faithfully
performs its obligations under this Lease.
(a) City shall, within twenty (20) days following request by Landlord, execute,
acknowledge, and deliver to Landlord such instruments, and certificates as may be reasonably
necessary to subordinate this Lease and all rights under this Lease, or to confirm such
subordination and non-disturbance, to the lien of any such Mortgage and to each such renewal,
subject to the conditions under subsection (a} above.
(b) In the event any Mortgage is foreclosed for any reason and the mortgagee
succeeds to the interest of Lantllord under this Lease, so long as such mortgagee complies with
the provisions contained in subsection (a} above, City agrees to be bound to the mortgagee under
all the terms of this Lease for the balance of the term of this Lease remaining with the same force
and effect as if mortgagee were Landlord under the Lease, and City agrees to attorn to the
mortgagee as its Landlord. City shall be under no obligation to pay rent to the mortgagee until City
receives written notice form the mortgagee that it has succeeded to the interest of Lantllortl, The
respective rights and obligations of City and the mortgagee upon such attornment shall, to the
extent of the then remaining balance of the tarm of tfiis Lease, be the same as now set forth in this
Lease.
(c) [Landlord represents and warrants that as of the date of this Lease, the
Premises is not subject to any mortgage, deed of trust, ground Vease or other financing
instruments.]
25. ESTOPPEL CERTIFICATE. City and Landlord each agree that from time to time
within ten (10) days after receipt of written notice from the other party, to execute, acknowledge
and deliver to the requesting party a certificate evidencing whether or not (a) this Lease is in full
force and eifect, (b) this Lease has been amended in any way, (c) there are any existing tlefaults
on the part of the requesting party hereunder to the knowledge of the certifying party (or specifying
the nature of any such default}, (if any), and (d) the date to which Base Rent and other amounts
due hereunder, if any, have been paid. Each certificate delivered pursuant to this Section 25 may
be relied on by any prospective purchaser or transferee of Landlord's or City's interest hereunder
or of any part of Landlord's property or by any holder or prospective holder of Landlord's mortgage,
or a mortgage or prospective mortgage of any part of Landlortl's other property.
26. ENTIRE AGREEMENT. This Lease and the exhibits attached hereto set forth ali
of the terms, conditions, provisions and agreements between Landlord and City concerning the
Premises, and there are no promises, agreements or undertakings, either orai or written, between
M1:1343664.03 13
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the parties conceming the Premises other than as set forth herein. No amendment, modification or
addition to this Lease, nor any waiver or discharge under this Lease, shall be binding upon the
parties unless in writing and executed by the parties.
27. SEVERABILITY. If any clause or provision of this Lease is determined to be
illegal, invalid or unenforceable under present or future laws effective during the term of this Lease,
or the Renewal Term, then and in that event, it is the intention of the parties hereto that the
remainder of this Lease shall not be afEected thereby, and that in lieu of such illegal, invalid or
unenforceable clause or provision there shall be substituted a clause or provision as similar in
terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.
28. NOTICES. Whenever this Lease provides that notices shall be given, or may be
given or served, upon either of the parties by the other, or whenever the law requires or gives the
right of serving a notice, such notices shail be in writing and shall no1 be effective for any purpose
until the same is given or served in person, or sent by registered or certified mail, proper postage
prepaid, or by a nationally recognizetl overnight coutier, as follows:
To Landlortl: NWM HI94, LLC
1375 St. Anthony Avenue
Saint Paul, MN 55104
To City: City of Saint Paul
City Real Estate
1�0� City Hall Annex
25 West 4ih Street
Saint Paul , MN 55102
w/a copy to: SPPD
367 Grove Street
Saint Paul, MN 55101
All notices shall be deemed received on the date of delivery when given by hand delivery, three (3)
days after deposit when sent by certified or registered mail, and the next business day following
deposit with an overnight courier.
29. WAIVER. No delay or fa+lure on the part of any party to this Lease to exercise any
right or remedy available under the terms of this Lease or at law or in equity shall constitute a
waiver of any such rights or remedies, or of any other rights or remedies. No waiver of any of the
terms or conditions to this Lease shall be vaiid or effective unless made in writing and signed by
the party making the waiver. The waiver of any breach, term or condition of this Lease by any
party shall not be tleemetl to be a waiver of any other or further breach of such term or condition,
or of any other term or condition of this Lease.
30. FORCE MAJEURE. The parties to this Lease shall be excused for the period or
periods of delay in the performance of any of their respective obligations hereunder when defayed
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or hindered from so doing by any cause or causes beyond their reasonable control, which shail
include, without limitation, all delays caused by the other party, labor disputes, riots, civil
commotion or insurrection, war or wadike operations invasion, rebellion, military or usurped power,
inferrupted utility services, sabotage, , fire or ofher casualties, acts of terrorism, or act of God
("Force Maieure EvenY'). It, as a result of a Force Majeure Event, either pafi/ shall be unabie to
perform its obligations within the time limit provided in this Lease, such time limit shall be tleemed
e�ended for a period equal to the duration of such event, and such delay in the party's
performance shall not give rise to any claim against said party for damage, or constitute a total or
partial eviction, constructive or othenvise, work an abatement of rent, or relieve the other party from
the fulfillment of any covenant contained in this Lease.
31 EXECUTION REQUIRED. The submission of this document for examination does
not constitute an offer to Lease, and shall become effective oniy upon execution by both City and
Landlord.
32. BiNDING EFFECT. This Lease shall inure to the benefit of and shall be binding
upon the heirs, legatees, legal representatives, and successors and assigns of the parties, subject
to all the terms, conditions and contingencies set forth herein.
33. TIME dF THE ESSENCE. All times provided for in this Lease are of the essence
oi this Lease, and any extensions of such times shall also be of the essence of such Lease.
34. GOUNTERPARTS. This Lease may De executed in two or more counterparts,
each ofi which shall be deemed an original and ail ofi which together shall constitute one and the
same instrument.
35 GOVERNING LAW. The terms, conditions and provisions of this Lease shall be
governed by and interpreted and enforced in accordance with the laws of the State of Minnesota.
36 CAPTIONS. The captions in this Lease are inserted only as a matter of
convenience and for reference and in no way define, limit, amplify or describe the scope of this
Lease or the intent of any provision thereof.
37. DEFAULT RATE. Any amount payable by Landlord or City under this Lease
which is not paid when due shall bear interest at the lesser of (a) 12% per annum or (b) the highest
rate allowed by law, from its due date untif paid (the "Default Rate").
38. LANDLOR4'S REPRESENTATIONS AND WARRANTIES,
LandVord represents antl warrants to City that:
(a) Landlord has good and marketable title to the Premises free and clear of any and
all liens, charges, leases (other than this LeaseJ, security interests, claims,
encumbrances, antl agreements, except the Permitted Exceptions, and Landiord
has acquired rights and interests in the Premises such that Landlord has full
power, right and authority to execute and perform this Lease and all corporate
action necessary to tlo so has been duly taken.
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(b) The Premises does not rely on any other property or on any facilifies (other than
the facilifies of public utility and water companies whose iines are in the public
street(s) adjoining the Premises ar, if they cross any other property, do so through
valid easements e�ending to and benefi6ng the Premises) located on any
property not included in the Premises to fuifili any govemmental requirement,
including, but not limited to, any zoning or other land use laws, or for the furnishing
to the Premises of any utilities, including, but not limifed to, e(ectricity, gas,
telephone, water, sewer or waste treafinent or recovery facilities and similarly, no
building or other improveme�t not +nduded in the Premises relies on any part of
the Premises to fulfill any govemmental requirement or for the fumishing to such
building or improvement of any utilities.
(c) No parf of the Premises is not located in a designated flootl zone and the
Premises are property zoned for City's operation of the Premises for the permitted
use.
(d) To the best of Landlord's knowiedge on the date hereof, there is not any litigation
or governmenta{, administrative or arbitration proceeding (and with respect to any
such pending litigation or proceeding to which Landlord, or any a�liate of Landlord
is a party, without regard to the state of Landlord's knowledge) or investigation
pending or threatened (including, but not limited to, with respect to condemnation
of any part of the Premises or the environmental condition of the Premises), or any
basis therefor, any unsatisfied arbitration awards orjudiciai orders, or any pending
complaints, charges, petitions or claims which affects or might affect the Premises
or the ownership or operation thereof by City or which might affect the ability of
Landford to perform its obiigations under this Lease.
(e) All representations and warranties of Landlord in this Section 38 shall survive the
expiration or sooner termination of this Lease.
39. BROKERS. City and Landlord each represents and warrants that it has dealt with
no broker, agent or other person in connection with this Lease. City and Landlord each hereby
indemnifies and holds harmless the other from and against any claims by any other broker, agent
or other person claiming a commission or other form of compensation by vittue of having dealt with
the indemnifying party with regard to this Lease. The provisions of this Section 41 shall survive the
expiration or termination of this Lease.
40. HAZARDOUS MATERIALS. For purposes of this Lease, "Hazartlous Materials"
shall mean any hazardous or toxic material, substance, pollutant, contaminant, or waste which is
defined by those or similar terms or is regulated as such under any statute, faw, ordinance, rule or
regulation of any locaf, state or federal authorifij having jurisdiction over the Premises or its use,
inclutling but not limited to (a) the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et
seg.) as amended from time to time; (b) the Resource Conservation and Recovery Act of 1976 (42
U.S.C. Section 6901 et se ., as amended from time to time, and regulations promulgated
thereunder; {c) the Comprehensive Environmental Response, Compensation and Liabi{ity Act of
1980 (42 U.S.C. Section 9601 et se ., as amended from time to time, and regufations
MM1:1343664.03 � 6
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promulgated fhereunder; (d) Hazardous Materieis Transportation Act (49 U.S.C. Sections 5101 et
se .; or (e) the Federal Clean Air Act (42 U.S.C. Section 7401 et seq.) (hereinafter collectively
refeRed to as "Environmental Laws") buf shall not include supplies for cleaning and maintenance
and standard o�ce supplies in commercially reasonabie amounts provided, however, that such
items are incidenfal to the use of the Premises and ate stored and used in compliance with a11
Environmental Laws.
Landlord represents and warrants to City that, to the best of Landlord's knowiedge, the
Premises wil{ be free from all Hazardous Materials on the date Landlord tenders possession
thereof to City and that the Premises are in and will remain in compliance with all Environmental
Laws. City shail have the right and authority to perform an inspection of the Premises at any time
for purposes of identifying and evafuating any Hazardous Materials.
In the event that Hazardous Materials are found to have been present on the Premises
from prior to Ciiy's occupancy, and the continued presence of same during the Lease term
interferes with City's use and occupancy of the Premises during the term of this Lease, then City
shall, at its option, 6e permitted to terminate this Lease without further liability hereunder, or to
require Landlord to remove or abate the Nazardous Materials.
Landlord agrees to defentl, indemnify and hold harmless City against all liability, damages,
costs (including environmental investigatory and cfeanup costs), demands, penalties, attorneys'
fees antl claim (including claims under any Environmental Laws), directiy or intlirectfy caused by or
resu{ting from (a) any breach of warranty or the inaccuracy of any representation of Landlortl, or (b)
any environmental regulatory violation, adverse environmental condition, or contamination resulting
from the presence ofi Hazardous Materials upon, about or beneath the Premises before the
effective date of the Lease, or (c) any release of Hazardous Materials or any environmental
contamination or condition caused by Landlord, its employees, agents, invitees, contractors,
partners, officers or directors after the effective date of the Lease. This indemnification shall
survive the expiration or termination of the Lease.
Gity agrees to defend, indemnify and hold harmless Landlord from and against any and all
liabifity, damages, costs (including environmental investigatory and cleanup costs), demands,
penalties, attorneys' fees, and cfaims (including cfaims under the Environmentai Laws) directly or
indirectly caused by or resulting from: (a} any environmental regulatory violation, adverse
environmental condition, or contamination resulting from any handling, storage or disposal by City,
or its employees, agents, invitees, contractors, partners, officers or directors, of Hazardous
Materials upon, about or beneath the Premises during the term of this Lease and any Renewai
Term of this Lease; or (b) any release of Hazardous Materials or any environmental contamination
or condition caused by City, its employees, agents, invitees, contractors, partners, officers or
directors after the effective date of this Lease.
ln the event that contamination is discovered in water or soil on or under the Premises,
which contamination is aileged to have resulted from any handiing, use, storage, or disposal ofi
Hazardous Materials by City on the Premises during the term of this Lease, City shall have the
right to enter and visit the Premises for the purposes of observing the Premises, taking and
removing soil, water or groundwater samples, conducting tests on any part of the Premises, or
remediating any part of the Premises. City has no duty, however, to visit or observe the Premises
M1:1343664.�3 � 7
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or to conduct tests. City shafi give Landlord reasonable notice before entering the Premises,
except in emergency cases or in cases in which it is impracticable to give such notice. This
provision shall survive the termi�ation or expiration of this Lease. Under no circumstance is the
Gity financially responsible fo remediate Hazardous materials as specified by the Minnesota
Pollution control Agency.
41 OPTION TO PURCHASE THE PREMISES. City shali have and is hereby granted
the exclusive option (the "Purchase Option") to purchase the Premises on the terms and condifions
hereinafter set forth in this Section 43 and Exhibit C. City may exercise the Purchase Option only
by giving Landlord written notice. City shall have the right to exercise the Purchase Option during
the forty-five (45) day period beginning on the date of such prohibition expires. If City exercises the
Purchase Option, Landlord and City shall without further action automatically create a binding
agreement on the terms and conditions set forth in Exhi6it C attached hereto and Landlord and City
agree to execute a purchase agreement in confirmation thereof. In the event CiYy efects not to
exercise the Purchase Option, City wilf, at Landlord's request and expense, execute a release of
purchase option in recordable form.
42. FIRST RIGHT OF REFUSAL TO PURCHASE THE PREMISES.
) Landlord shall not sell, transfer, assign or otherwise dispose of the Premises
(includ+ng, withoet limitation, by way of ground lease or similar arrangement) or any part thereof
(collectively, "Disposition"J, except in connection with an assignment of the Lease as collateral to
secure a loan by any lender holding a Mortgage, until at least forty-five (45) days after it has given
City written notice (the "Transfer Notice") as herein provided of its intention to dispose of said
interest or portion thereof. An executed dupficate original of the purchase or other agreement (the
"Sale AqreemenY') shafl accompany the notice. Provided no Event of Default of City exists at the
time the First Refusal Right is exercised or at closing, City shail have antl is hereby granted ihe
exclusive right and option ("First Refusal RiqhY') to purchase such interest in the manner, at the
price and on the terms and condifions provitled in such Transfer Notice and the Sale Agreement
and the further provisions of this Section.
(b) The First Refusal Right may be exercised by C+ty only by giving not+ce to Landlord
at any time within forty-five (45) days after receipt of the Transfer Notice. If City exercises its First
Refusal Right, the closing shall take place at the time and place provided in the Sale Agreement,
provided that at City's election the closing shall not take place earlier than thirty (30) days after it
exercises its First Refusal Right. This Lease and all of the terms and provisions hereof shafl
remain in full force and effect until the purchase has closed, except as otherwise provided in this
Lease.
(c} Except as hereinaRer provided, Landlord may dispose of the Premises if Cify has
not exercised its First Refusal Right within the forty-five (45) day period provided in this Section.
Any Disposition by tandlord shall be null and void, if said interest is not disposed of by Landlord
within one hundred twenty (120) days after Gity's First Refusal Right expires, or if it is disposed of
to a party other than the transferee identified in the Sale Agreement or an affiliate of such
transferee or on any terms that are materially less favorable to Landford.
M1:13436G4.03 � $
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(d) The First Refusal Right herein granted to City is a continuing nght of first refosal
and shafl apply as often as any then holder of the Landlord's interest hereunder (including but nof
limited to any such holder who or which shall have acquired its interest in a Disposition to which the
Firsf Refasal Right applied but was not exercised) shalf make or propose to make a sale, transfer,
conveyance or other Qisposition of the Premises or any interest therein during the initial term or
any Renewal Term of this Lease.
(e) City acknowfedges and agrees that if any lender ho(ding a Mortgage forecloses
the Mortgage or acquires title to the Premises through a conveyance in lieu of foreclosure, the First
Refusal Right shall not be applicable to the foreclosure sale, conveyance in fieu of foreclosure or
any subsequent transfer or sale of the Premises.
43. SHORT FORM LEASE. The City and Landlord agree to execute and file
a short form of this Lease and option to purchase with the Country
RecordedRegistrar of Titles.
44. C17Y COMPLIANCE. With respect to the constructio� of the Police District Office
the Landlord agrees to be bound by and to cause its contractors and subco�tractors to
comply with the Gity requirements set forth in the attached Exhibit G.
[Signatures on Following Page]
M1:7343664.03 19
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IN WITNESS WHEREOF, Landlord and City have duly executed this Lease as of the day
and year 6rst above written.
CITY:
CITY OF SAINT PAUL
Mayor
City Cierk
Director-Office of Financial Services
Department Director
City Attorney (Form Approval)
LANDLORD
NWM HI94, LLC
!ts
its
Its
M1:1343664.03
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..�
Legal Description
Description of the Leased Premises
Description of the Option to Putchase property
Description of the drainage easement
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1� �P
EXHIBIT A-2
Depiction of the Premises
M1:1343664.03 2
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EXHISIT B
Permitted Exceptions
M1:13-03664.03 8-�
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EXHfBIT C
Terms of Purchase Option
Terms and Conditions of Option to Purchase. In addifion, the fo{lowing terms are mutually agreed
upon:
a) The purchase price shall be as foliows: $9,1 D0,000 in the first year of the term, increasing
10°!o each and every year thereafter.
b) Real Estate Taxes: The Buyer shall pay aii reaf estate taxes and levied and pending
assessments in the year of sale, and due antl payable during the term of the Lease.
c) Conveyance: Seller shall convey marketable fee tile to the City by Warranty Deetl.
d) Seller shall provide the City, within seven days of exercising this Option to Purchase, an
updated Abstract of Title and/or an Owner's Ce+tificate of Title. Seller agrees, at Seller's
cost and expense, to correct �r remove any exception of "clouds" on the title as shown on
the Buyer's "Commitment to insure" title examination repod.
e) Closing shall occur within 90 days following execution of this Option to Purchase, at which
time the title to the Property shali be conveyed to the City. The ciosing date may be
postponed antl rescheduletl by mutual agreement of the parties hereto. Closing costs
shall be paid by
� Seller shail provide an a�davit 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, poliutants or cont�minants as
defined in Section 115B.02 of the Minnesota Statutes.
g) The Seller will grant the City a non-exclusive easement to use the drainage area ficensed
under the lease.
M7:1343664.D3 Ci-�
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EXHIBIT D
BUILDOUT SPECIFfGATIONS
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DC� - �8�
EXHiBiT E
BUILDOUT SCHEDULE
E-1
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EXHIBiT F
MAINTENANCE SCHEDULE
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EXHIBIT G
City compliance requirements
(a) Affirmafive Action/Epual Opportunitv. Landlord agrees to be bound by and to
cause its contractors and subcontractors to comply with the requirements of Section 183.o4 of the
Saint Paui Legislative Code and the Rules Governing Affirmative Requirements in Employment
atlopted by the Saint Paul Human Rights Commission. Landiord, its contractors, and affected
subcontractors shall meet the requirements of this subsection by compfiance with the statement of
affirmative action/equal opportunity requirements attached hereto as Exhibit and incorporated
herein.
(b) Labor Standards. Landlord agrees to be bound by and to cause its contractors,
and subcontractors io compiy with the requirements of Section 82.07 of the Saint Paul
Atlministrative Code. Landlord, its contractors and affected subcontractors shali meet the
requirements of this subsection by compliance with the requirements set forth in Exhibit attachetl
hereto and incorporated herein.
{c) Apprenticeship Traininy Proqram. Landlord agrees to be bound by and to cause
its contractors and suBcont�actors to comply with the Resolution adopting the Apprenticeship
Training Program ("Program") as set forth in E�ibit atiached hereto and incorporated he�ein.
(tl� Vendor Outreach Proqram. Landlord agrees to comply with and shall cause its
contractors and subcontractors to comply with the City's Vendor Outreach Program as required by
Chapter 84 of the St. Paul Administrative Code. In entering into contracts and subcontracts for the
project, and this includes all soft costs, professional services, hard construction costs and other
project costs, Landlard and its contractors and subcontractors shall meet the requirements set forth
in Exhibit attached hereto and incorporated herein. Landlord agrees to separately sign this
Exhibit to acknoHlietlge its receipt of these requirements and its agreement to comply with them.
(e) Preconstruction Compliance Conference. Landlord its contractors and ail
subcontractors shall attend a preconstruction compliance conference contlucted by the City staff.
These conferences are held for the benefit and information of all participating contractors and
subcontractors and attendance is required. Each area of compliance is reviewed by the
appropriate City staff member and forms are distributed for documentation and reporting. City staff
will explain the documentation at this time and will provide on-going technical assistance in an
effori to keep the report requirements up to date.
(fl Contract Documents, Landlord shafl incorporate in all contracts for the Project to
which it +s a party the requirements of this Section and to cause its contractors antl subcontractors
for the project to incorporate the requirements of this Section in all subcontracts, including
contracts for purchase of materials and services.
G-1
Return copy to: (DHN)
PW/Technical5ervices - Real Estate
1000 City Hall Annex
Presented By
Referred to
��
Committee: Date
2 WI�EREAS, on May 3, 2006 the Saint Paul City Council approved Final Order No. CF 06-431 for the
3 acquisition and construction of a new Western District Office for the Saint Paul Police Department to be
a located at 389 Hamline Avenue North (the "Property"); and
6 WHEREAS, based on an independent real estate appraisal, city staff presented an offer to acquire the
� Property with the intention of managing the design and construction of the district office, and
9 WHEREAS, the property owner, an experienced construction contractor, presented a counter offer to design
10 and construct the district office according to City specificauons, then lease the improved Property to the
11 City, with an option to purchase in the future; and
12
13
14
15
16
17
18
19
20
21
22
WHEREAS, city staff have analyzed both acquisition/construcuon approaches and determined that the
lease-with-option-to-purchase would be the most cost effective; now, therefore be it
RESOLVED, that the Mayor and City Council hereby authorize the Saint Paul Police Department to execute
a Lease Agreement with the owner of 389 Hamline Avenue North, in a form and content substantially as set
forth in the draft agreement attached hereto, for the purpose of constructing a new Western District Office
for the Saint Paul Police Department.
Requested by:
Adopted by Council: Date
Adoption Certified by Council Secretary
By:
Approved by Mayor: Date
By:
GAReal EsWte\VacaUOns�2006W6.C.04 - Phaten Crossiug\06.0 04 Phalen Cross�ng Resolutioadoc
Council�le# �j� -g�'b
Green Sheet # 3033261
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Saint Paul Police Department
g , /o/s/o�
Director
Form Ap ed by City Atto ie
g Gc.� IO-03-D
App ed by�Finan; ia1 Serviges Director
�
�
�//7/Q�
Council
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23
e% ^ /
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(File Name: AE2006-02)
Revised: 7/31106
Authority (C.F. orA.O.)
LEASE N0.
DEPT. of PUBLIC WORKS LEASE N0.
DATE:
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease'� is made and entered into this _ day of
. 2006, by and beriveen NWM HI94, LLC, a Minnesota limited liability company, with
its principal pface of business at 1375 St. Anthony Avenue, Saint Paul MN 55104 (°Landlord") and
the CITY OF SAINT PAUt, a Minnesota municipal corporation, with its offices at
(°City").
In consideration of the mutual covenants and promises contained herein, and of other
good and valuable consideration, the receipt and legai sufficiency of which are hereby
acknowledged by both pa�ies hereto, the pa�ies for themselves, their affiliates, their successors,
legal representatives and assigns, desire to define their rights, duties and liabilities with respect to
this Lease, and they do hereby agtee as follows:
1,
Base Rent. As defined in Section 6 of this Lease.
8uiidout Schedule. The Schedule for construction of the Building as attached hereto as
Exhibit E and incorporated herein.
Buildout Soecifications. The Specifications for Construction of the Building and related
improvements as described herein on Exhibit D.
Cit�. The City of Saint Paul, Minnesota.
De asit. The $50,000 deposit from the City to the Landlord received as of the date of this
Lease, as provided in Section 6(a) of the Lease.
Environmentaf Laws. As defined in Section 42 of this Lease.
Event of Default As defined in Section 23 of this Lease.
Force Majeure Event. As defined in Section 31 of this Lease.
Hazardous Materials. As defined in Section 42 of this Lease.
M1:1343664.03
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Land. The land legally described on Exhibit A aftached hereto and incorporated herein.
Lease. This Lease Agreement.
Lease Commencement Date As defined in Section 4 of this Lease.
Leaal Requirements. As defined in Section 3(a) of this Lease.
Landlord. NWM HI94 LLC, a Minnesota limited liability company, and its permitted
successors and assigns.
Maintenance Schedule. The schedule for maintenance of the Premises attached he�eto
as Exhibit G and incorporated herein.
Mort a e. As defined in Section 24(a) of this Lease.
Perrnitted Exceptions. As defined in Section 40(a) of this Lease.
Pians and Soecifications. As defined in SecGon 3 of this Lease.
Permitted Non-Structural Aiterations. As defined in Section 15 of this Lease.
Police District Office. The approximately 37,536 square foot two-story building to be
canstructed in accordance with the Build-0ut Specifications along with a surface parking lot for
approximately 105 parking stalis and d4 underground parking stails as set forth in Exhibit E.
Premises. The Premises shown as Exhibit A-2, being the a portion of the Land, the Police
District Office and all other improvements constructed in accordance with the Buifdout
Specifications.
Purchase Oation. As defined in Section 43 of this Lease.
Renewal Oation. As defined in Section 5 of this Lease.
Renewal Term As defined in Section 5 of this Lease.
Substantial Comoletion/Substantially Completed. As defined in Sectian 3(b) of this Lease.
Substan6al Damaae. As defined in Section 17 of this Lease.
Tarc�et Deliverv Date. As defined in Section 3(b) of this Lease.
Term: The term of the Lease as set forth in Section 4.
Unavoidabie Delavs. As defined in Section 3(d) of this Lease.
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2. DEMISE OF PREMISES. Landlord hereby leases and demises to City and City
agrees to lease from Landlord the Premises, together with all buildings, improvements and fixtures
now or hereafter erected thereon, and ail rights, privileges, and easements appurtenant thereto.
As more specificaily described in Section 3, the Landlord shall construct upon the Land the Police
District Office folfowing the execution of this Lease for the use and occupancy of the City. City
shall have the exclusive right to use the Premises during the term of this Lease. Notwithstanding
the foregoing, the City acknowledges that the Premises do not include ail the Land. On the portion
of the Land not leased to the City, the Landlord will grant the City a non-exclusive license to use a
drainage area to include in their storm water management p{an. Landlord will also use this area for
pervious surface pa�cing and rain garden area.
3. CONSTRUCTION OF POLICE D{STRICT OFFICE.
(a) Landlord sha41 cause to be constructed upon the Land, in accordance with the Buildout
Specifications, at Landlord's sole cost and expense, the Police District Office. Landlord agrees to
construct the Police District Office so that when completed it is in compliance with all applicable
govemmental laws, codes, directives, and regulations in effect as of the date hereof (collectively,
°Leaal Reauiremenfs°). The final building specifications and components shall be based on the
Buiidout S�cifications and shall be included in "Plans and Specifications° to be prepared by
Landlord and approved by the City as follows:
September 18, 2006 — Landlord submits Plans and Specifications for the buiiding shell
September 29, 2Q06 — Gity's deadline for approval
November 15, 2006 - Landlord sabmits Plans and Specifications for the building interior
November 29, 2006 - City's deadline for approval
The deadlines above are contingent on this lease being executed and the Deposit
delivered no later than September 1, 2006. The City's approvais shail not be unreasonably
withheld or delayed. In the event that, for any reason, City does not approve ar disapprove the
Plans and Specifications by the deadlines above, such Plans and Specifications shall be deemed
approved by City. If ihe City disapproves the Plans and Specifications, the City shall promptly set
forth in writing its reasons for disapprova! and the Landlord shall prepare revised Plans and
Specifications for the City's review and approval within three (3) days of receipt of the revised
Plans and Specifications. Any delay beyond the deadlines listed above, inciuding the disapproval
of tMe Plans and Specifications by the City, shall extend all deadlines in this Lease, at Landlord's
option, by the exact number of days as the City's delay.
Landiord warrants that the Police District Office when constructed by Landlord shall be ()
in compliance with khe Pians and Specifications as approved by City; (ii) in compliance with all
applicable Legai Requirements; and (iii� constructed in a good and workmanlike manner. Cit�s
approval of any Landlord's Plans and Specifications shall not operate as a release of Landlord's
obligation to construct the Police District Office in acqordance with the requirements of this Lease.
Landlord may make changes or modifications in the Plans and Specifications from time to time
during the course of cflnstruc6on; pravided that with respect to any material change or
modification, Landlord shall obtain the written approval of City, which approval shali not be
unreasonably withheld or delayed and which approval or disapproval shall be given to Landlord
M1:1343664.03
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within three (3) business days of fhe date of receipt of the request therefor. Landlord shaii obtain
a11 necessary buiiding permits and authorizations necessary to permit the constn�ction of the Police
District Office in accordance with the approved Plans and Specifications.
(b) Landlord's constn�ction of the Police District Office shall be commenced promptly after
the issuance of a building permit and shall be diligentiy pursued in order to have the Police District
Office °Substantial►v Comoleted° by July 1, 2007 (ihe "Taraet Deliverv Date°) assuming the Plans
and Specifications for the shell are approved by the City by September 29, 2006, and for the
interior by November 29, 2006. For each day after October 1, 2006 that passes without the City's
approval of the Plans and Specificatio�, the Target Delivery Date shall also be e�ended one day.
As used in this Lease the term °Substan6al Comoletion°, °Substantialiv Compieied" or words of
similar import shall mean that (i) the Premises are fuliy completed in accordance with the approved
Plans and Specifications except for punch list items which wiN not materially interfere with City's
use antl occupancy of the Premises for the conduct of its business, (ii) the Premises shall be free
from any and all constn�ction defects rela6ng to Landlord's constn�ction whict� wouid materially
interfere with City's use and occupancy of the Premises for the conduct of its business, (iii) the City
has granted to Landlord an occupancy certificate permitting City to take occupancy of the Premises
noiwithstanding such punch iist items (which occupancy certificate may be a temporary certificate
of occupancy so long as Tenant may legally take possession of the Premises and operate its
business therein). Landlord shall deliver sole and exciusive possession of the Premises to City
upon Substantial Completion of the Police District Office and shall provide City with written notice
of its intent to deliver possession of the Police District Office specifying the estimated date of
issuance of the certificate of occupancy or the temporary certificate of occupancy, as the case may
be, as soon in advance of the anticipated delivery date as is reasonably prac�cable.
{c) During the course of construction of the Police District O�ce, City, its employees,
agents and contractors may enter upon the Premises at reasonabie times with prior written notice
for the purpose of inspec6ng such consGuction, upon the condition that City, its employees, agents
or contractors wiff not unreasonably interfere with Landlord's empioyees, agents or contra�tors.
City shall indemnify and hold harmless Landlord from and againsf any damages, costs, losses or
liabilities arising out of the negligence or wi{Iful misconduct of City its employees, agents and
contractors during the construction process.
(d) Landlord shall cause the const�uction ofi the Police District Office to be compteted
na later than the Target Delivery Date, provided khat if construction is delayed as a result of any
Force Majeure Event (any or all such delays are herein sometimes referred to as "Unavoidable
Delavs�, the Target Delivery Date shall be extended by the amount of time of such Unavoidable
Defays.
4. TERM. The term of this Lease shall be ten (10) years beginning on the "Lease
Commencement Date° which shaii be the date that the Police District Office is Substantiafly
Completed and delivered to City. !f the Lease Commencement Date is a date other than the first
day of a calendar month, ihe term shall expire ten (10) years after the first day of the first fuli
calendar month after the Lease Commencement Date and shall, accordingly, include the period
between the Lease Commencement Date and the end of the cafendar monih in which the Lease
Commencement Date occurs. Landlord and City agree that upon the Substantiai Completion of
the Police District Office, Landlord and City shall execute a formal acknowledgment setting forth
M1:734366d.03
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the Lease Commencement Date, the expiration date of the initial term, and the dates by which City
must exercise the Renewal Options (as defined in SecBon 5 below).
5. OPTIONS FOR ADDITlONAL LEASE TERM. Landlord hereby grants to City the
right and option to renew and extend this Lease (the °Renewai Ootion°) for one (1} additional
period of five (5) years (the "Renewal Term� by notice to the Landlord to be given by the City in
wri6ng not less than 180 days prior to the expiration of the initial term of this Lease. The Renewal
Term shall be subject to the same terms, conditions and provisions as set forth herein with the
exception that the amount ofi Base Rent payable for the Renewai Term shall be in accordance with
the terms of Section 6 of this Lease.
6. DEPOSIT AND BASE RENT.
{a) The City shall deliver $50,000 to Landlord as a non-refundable Deposit on
the date hereof. My delay in ihe City's defivery shall permit the Landlord to delay any or ali
deadlines mentioned in the Lease by an equal delay, at its option. Landlord may use the Deposit
for consUuction costs, Notuvithstanding the forgoing, 'rf Landlord defauits under this Lease before
the Lease Commencement Date, and Landlord does not cure with an applicable cure period, then
Landford shall retum the Deposii. Notwithstanding ihe foregoing, the Depasit shall be applied to
the second years Base Rent.
{b) City shall pay the Landlord (at the address set forth in Section 29} as
monihly rent (°Base Rent") for the Premises commencing on the Lease Commencement Date and
continuing throughout the first year of the iniGal term of this Lease the manthly rental of:
$65,004.00
The monthly Base Rent for the second year of the term shal{ be $65,000.00 increased by
5% (i.e„ $68,250). For every year thereafter during the initiai term and con6nuing into the Renewal
Term, the monthly Sase Rent shall increase 10°!o every year.
The Base Rent shall be paid in advance on the first day of each calendar month during the
initiaf term and the Renewal Term. If the Lease Commencement Date is other than on the first day
of a calendar month, the Base Rent between the Lease Commencement Date and the first day of
the following calendar month shall be appo�ioned pro rata on a per diem basis and payable on the
Lease Commencement Date.
Notwithstanding the foregoing, the City acknowledges that the Sase Rent may increase {or
decrease depending on what the City approves in the final Plans and SpeciBcations or it there are
materiai changes to the Police District Office or the Buildout Specifications.
7. USE OF PREMISES. City shall use the Premises as a police district office,
including but not limited to first floor indoor parking, a community room and upper level offce. The
Premises shall not be used for incarceration of individuafs without the prior written consent of
Landlord. City shall not use or occupy the Premises or permit the Premises to be used or occupied
M1:1343664.03
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contrary to any applicable zoning and other Legal Requirements or in a manner which would
vioiaie any certificate of occupancy affecting the same.
8. CONDITION OF PREMISES. The entry and occupation of the Police District
Office by the City on or after the Lease Commencement Date shail be deemed to be an
accepfance of the Police District Office in its ffien state of condition and repair, subject to any
punchlist items identified within ninety (90) days after the Lease Commencement Date, Landlord's
representations and warranties contained in this Lease and defects covered by constniction
warranties. In ihe event there is any materiai defect in the condiGon of the Police District Office on
the Lease Commencement Date, City shall give Landlord written notice of such defect within the
time period set forth above and Landlord shall promptly, at its sole cost, diligenUy effect the
necessary repairs and use its best effort to avoid interfering with City's operation of its business in
the Premises or any construction work being perFormed by City. Landlord shall provide City with
advance notice of the schedule for any work to be performed by Landlord herein. Notwithstanding
the foregoirrg, Landiord warzants and covenants to City ttrat the Police District affice will be free
from any material construction defects during the one-year period beginning on the Lease
Commencement Date.
9. LAWS AND ORDiNANCES. City shall fully comply with and obey all Legal
Requirements that are specifically applicable to City's use of the Leased Premises.
10. MAINTENANCE AND REPAIRS. Landlord, at Landlord's sole cost and expense,
shall maintain and repair in good condition and in compliance with ail Legal Requirements the
exterior walis, roof, foundation, floors, and other structural elements of the Premises and the
electrical, plumbing and sewage facili6es up to the point of entry to the PoGce District Office in
accordance with the Maintenance Schedule. Except as set forth above, City shall, at City's sole
cost and expense, replace, maintain and repair the Premises so that at all Gmes the Premises shall
be in good order and repair and in compliance with atl Legal Requirements. City shafl not cause or
permit any waste or deterioration to the Premises. Nothing contained in the foregoing provisions of
this Section 10 however, shall be deemed or construed as making City responsible or liable for
paying (i} any costs associated with construc6on defects which are covered by Landlord's warranty
contained in Section 8 above, (iij any repairs coveted by any warranties (including any equipment
warranties) required to be deiivered or provided in connection with the construc6on of the Premises
or (iii) any repairs necessary to repair damage caused by Landlord to the Premises. If any dispute
arises as between Landlord and City with respect to whether a repair is covered by any such
warranty or constitutes a defect or repair existing at the time of taking of possession of the
Premises, such determination shall be settled by ar6itration administered 6y the American
Arbitration Association under its Commerciai Arbitration Ruies and judgment on the award
rendered by one arbitrator(s) may be entered in any coart having jurisdiction thereof.
11. TAXES. All real estate taxes and special assessments levied and assessed by
fawful authority against the Premises during the term of this Lease or the Renewal Option shall be
time(y paid by City. City shall pay afl taxes and assessments which are levied upon the personal
property and business of the City, including, but not limited to, fumiture, appliances, equipment,
machines, and other items of personal property located in or used in the operation of City's
business on the Premises. Nothing herein contained shall be construed to require City to pay, and
M1:t343664.03
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Landiord shail be solely responsible for any franchise, inheritance, estate, succession or transfer
tax of Landlord or any income or excess profits t� assessed upon or in respect of any income of
Landlord or chargeable fo or required to be paid by Landlord.
f2. UTILITtES. City shall pay all fees and charges for water, gas, electricity, lighfs,
heat, water, sewer, power, and other utilities which are used, rendered or supplied to, upon or in
connection w+th the Premises.
13. iNSl1RANCE.
(a) The Ciiy covenants and agrees with Landlord that the City shall at ail
times during the term of this Lease and any Renewal Term, ai the Ciiy's cost and expense,
maintain the foilowing insurance coverage:
(i) Insurance protecting the Premises against al! losses or damages
as are insurable under present and future standard forms of
extended coverage insurance poficies for the locale of the
Premises, upon the buildings and improvements erected on the
Premises in an amount equal to its full replacement value, or self-
insure such liability.
(ii) Comprehensive general public liability insurance against claims
for bodily injury, death or property damage occurring in, on or
about the Premises in an amount of at least $1,000,000.00
combined single limit for bodify injury and property damage,
including broad form contractuaF liability coverage, or self-insure
such Gability.
(iii) Workers compensation and occupational disease insurancs in
compliance with statutory requirements covering all activities of
the City's employees in, on, or about the Premises.
(iv) The policy required above under item (ii) shall name Landlord as
an additional insured with respect to liability arising out of covered
acts or omissions of the City, its o�cers, directors, employees or
agents and shall contain the provision that if may nat be canceled
or have a material change in coverage without first giving the
Landiord not iess than ten (10) days` prior written no6ce. The City
shall fumish Landlord with a certificate of insurance for each
policy required under this SecGon 13(a) within thirty (30) days of
the Lease Commencement Date.
(b) Waiver of Subro ag_ tion. Land{ord and City, on behalf of themselves and a{I
parties claiming under them, by way of subrogation or othervuise, hereby mutually release and
discharge each other and their �espective o�cers, directors, employees and aqenfs from any and
all claims and iiabilities for any loss or damage to property covered by or coverable by the policies
of property damage insurance described in Sections 13(a}(ii) and any insurance the Landlord may
M5;1343664.63
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have above, regardiess of the cause of damage or loss inc{uding without limitation the negligence
of the released party. The failure of either party to maintain insurance as required under this
Section 13 shall not affect this waiver in the event of loss or damage for which insurance couid
have t�en obtained. Landlord and City agree to nofify their respective insurance carriers of the
provisions of this Section 13 and to use their best efforts to have the provisions hereof incorporated
in their respec6ve insurance policies. However, this Section 13 shail not be afiected by the failure
of any insurance carrier to incorporate these provisions in such policies.
(c) Notwithstanding subsec6on 13(a) above, neither Landlord nor City shail
be required to maintain property and casualfy insurance for loss or damage resulting from the risks
of flood, earthquake, acts of war or teaorism.
14. INDEMNIFICATION AND RELEASE.
(ay Indemnification. Landlord and City agree to indemnify each other, and
their respective affiliated departments, corporations and partnerships or other entities related by
common ownership, and their respective o�cials, directo�s, o�cers, shareholders, employees,
representatives and agents, against, and to hofd each other harmless from, any and ali ciaims or
demands of any thi�d party arising from or based upon any fault or negligence of the indemnifying
party, its officers, directors, or employees, without concurrent fault or negligence of the party to be
indemnified, its officers, directors or empioyees. in the event of litigation commenced by any third
party against the other party involving a claim subject to the foregoing indemnifica6on obligation,
then the indemnifying party shall protect and hoid the indemnified party harmless from and with
respect to such litigation, and shall pay alf costs and expenses incurred or paid by the indemnified
party in connection with such litigation, together with any judgments rendered against the
indemnified party. Noiwithstanding the foregoing, neither Landlord nor City shall have any
obligation to indemnify against puni6ve or exemplary damages.
(b) Release. Noiwithstanding anything in this Lease to the contrary, Landlord
and Ciry each releases the other from any and all ciaims, damages or liability to their respective
pmperty to the extent the damage is caused by fiood, earthquake, acts of war or terrorism.
(c) No Conseouential or Incidental Damaaes. Notwithstanding anything in
this Lease to the contrary, Landlord and Gity each releases the other from any consequential or
incidentai damages.
15. CHANGES tN PREMISES. City shall not make any maferial or stnictura!
additions, aiterations or changes to the Premises without Landiord's prior written consent provided,
however, City may, without Landlord's consent, make alterations which are non-strvctural in
character and the cost of which does not exceed $2,500 (°Perrnitted Non-Structural AlteraGons").
City may install trade fixtures, machinery or other irade equipment in conformance with ail
applicable laws, statutes, ordinances, rules, regula6ons and the same may be remaved at any time
during the term of this Lease provided any damage caused by such removal is repaired by City.
Landiord's consent to afterations, additions or improvements to the Premises (other than the
Permitted Non-Structural Alterations) shall not be unnecessarily withheld or delayed; provided that
if Landlord's lender must consent to any such alterations, if shall be reasonable for Landlord to
disapprove such alteration if Landlord's lender does not provide its consent. City shail at the end of
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the term of this Lease or at eadier termination and upon Landiord's written no6ce, remove aii such
alterations andlor improvements (repairing, at City's sole expense, any damage to the Premises
thereby caused) and surrender the Premises to Landlord in the cAndition required by Section 22. If
City fails to remove any such aiterations and/or improvements or fail to so repair any damage to
the Premises thereby caused, then Landlord shall have the right to so remove and repair and City
shall pay Landlord's cost for such removal and repair. City shall aiso have the right, at City's sole
cost and e�ense {but withaut additional charge by Landlord), to enter onto and install upon the
roof of the Police District Office a satellite dish and /or such other telecommunications equipment
as City shail reasonabiy request, subject to Landlord's reasonable approval as to the location and
manner upon which such equipment is installed. City agrees to repair, or have repaired, any
damage caused to the Police District Office by City's instailaiion or removaf of the sateilite dish or
other telecommunications equipment. City shali keep the Premises free from any liens arising out
of any work performed for, materials fumished to, or obligations incurred by City. Landiord shal!
not alter or modify the Premises, except as provided for in Sec6ons 3 and 47 of this Lease, in any
manner which would materiaily and unreasonabfy interfere with City's use and enjoyment of the
Premises.
16. ENTRY BY PARTIES. City shall permit Landiord and the agents of Landlord to
enter upon the Premises at all reasonabie times, upon prior notice and during City's business
hours, fo examine or inspect the condition thereof and conditions of City's occupancy or to make
such repairs, additions or alterations therein as Landlord may deem necessary, or during the last
ninety (90) days of the term of this Lease, or the term of any Renewai Term as the case may be, to
exhibit the same.
17. DESTRUC7'ION OR DAMAGE TO PREMISES in the event the Premises are
damaged by fire, explosion, or other casualty or occurrence, such damage shall be promptly
repaired by City, at the City's expense, as soon as reasonably practical foAowing the date of such
damage uniess this Lease is otherwise terminated pursu�nt to this Section 17. In the event of any
such damage occurs and Landlord and City reasonably agree within thirty (30) days following such
damage that the Premises cannot be repaired or restored within two hundred seventy (270) days
following the date of such damage ("Substantial Damaqe�, City may elect to require Landlord to
repair or rebuiid the Premises if it provides the Landiord su�cient financiaf resources, from its
insurance proceeds or other sources, to do so, or to terminate this Lease epon giving notice of
such election in writing to Landlord within thirty (30) days following such agreement; provided that if
any Substantiai Damage occurs during the last hvo (2j years of the initial term and City elects not
to terminate this Lease, City shall be deemed to have automatica{ly exercised the Renewal Op6on.
If Landiord fails to Substantialiy Gomplete any required repair or restoration within two hundred
seveniy (270) days following the date of any such damage jor such additionaf time period as
Landlord and City may agree in the event of Substantiai Damage), City shail have the right to
terminate this Lease by providing Landlord with a sixty (60) day terminatioo notice, provided that if
Landlord Su6sfantialiy Completes such repair or restorafion prior to the expiration of such sixty (60)
day period, City's termination notice shai� be null and void and fhis Lease shali continue in fuii force
and effect for the remainder of the term. If the casualty or the repairing or rebuilding shall render
the Premises unusable by the Gity in whole or in part, there shall be no abatement in Base Rent in
recogni6on of the City's insurance of the Premises.
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(a) if all or a substantial part of the Premises are taken or conveyed as a
result of such condemnation and the remaining portion of the Premises cannot be restored to
permit the same use of the Premises as before such condemnation, this Lease shail terminate as
of the date of such taking and Base Rent and other charges payable under this Lease shall be
apportioned to such daEe.
(b) If only a portion of the Premises is taken or conveyed as a result of such
condemnation, and in Cit�s reasonable detertnination the �emaining portion continues to be
useable or can be restored for the general use intended and being made of the Premises
immediately prior to suoh taking, this Lease shail ierminate as of the date of such taking or
conveyance as to the taken or conveyed portion of the Premises, and the Lease will continue as to
the remainder of the Premises. Landlord shall restore the Premises as neady as possible to the
condition and value ebsting prior to such taking; however, Landlord shall not be required to expend
any sums in excess of the condemnation award received by Landlord as a result of such taking. If
this Lease is not terminated in part or in its entirety, restoration shall be undertaken promptly by
Landlord after any such taking and Base Rent and other charges provided for under this Lease
shall continue unabated during the period of restoration and thereafter.
(c) Landlord shall be entitled to receive any and all awards that may be made
in any such condemnafion proceeding and City hereby assigns and transfers to Landlord any and
all such awards that may be made to City; however, City shall be entitled to receive from the
condemning authority an award for the value of any improvements made by City, if any, and for
loss of City's fixtures, if any. City shall �ot be entitled based upon the value of the unexpired term
of this Lease for consequential damages to the land not so taken.
19. SUBLEASE OR ASSIGNMENT. City shall not assign, mortgage or encumber this
Lease nor sublet or permit the Premises or any part thereof to be used by others, without the prior
written consent of Landlord in each insfance, which consent shall not be unreasonab{y withheld.
The consent by Landlord to an assignment or subletting shall not be construed to relieve City from
obtaining the consent of the Landlord to any further assignment or subletting. The consent by
Landlord to an assignment of the Lease wili not be given unless the assignee assumes the City's
obligations under this Lease and City remains liable for all its obligations under this Lease,
including (unless othenvise agreed in writing) extensions or renewals provided for herein.
20. QUIET ENJOYMENT. Upon payment by the City of the Base Rent herein
provided for, and upon the observance and performance of all of the agreements, covenants, terms
and conditions on City's part to be observed and performed, City shall peaceably and quietly hold
and enjoy the Premises for the term without hindrance or interruption by Landlord or any other
person or persons lawfully or equitably claiming by, through or under Landlord, subject,
nevertheless, to the terms and conditions of this Lease.
21. SIGNS. City shall have the right and privilege of erecting and maintaining (at
Ciiy's own expense) such signs, electdc or otherwise, in or upon the Premises as it may deem
necessary or advisable. Such signs shall not violate any local rules, regulations or ordinances and
shall be in keeping with the aesthetic climate of the locale as reasonably determined by Landlord.
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City shall repair any and all damages caused by the erection,.maintenance, or removal of any such
sign or signs by City. Gity agrees to indemnify and save Landlord harmless from any and a!l
damages or claims for damages caused by or growing out of the erection, maintenance, existence,
or removal of any such sign or signs maintained by City in or upon the Premises. Subject to the
terms of this Section 21, Landlord shall have the right to Qlace °for rent° or other similar signs on
the Premises during the last ninety (90) days of the initial term (provided City has not exercised the
Renewal Option) or the Renewal Term af this Lease, as the case may be.
22. SURRENDER. Upon the expiration or termination of this Lease or the Renewal
Term hereof, City sfiall surrender and deliver up the Premises, in good order, condition and repair,
reasonable use and natural wear and tear or unavoidable casualty excepted and free and clear of
any fiens, mortgages, deeds of irust or other encumbrances covering the Ciiy's interest in this
Lease, the Premises or the Police District Office which were agreed or consented to or suffered by
City. City shall at such time, upon Landlord's request, remove at its own expense any intemal or
extemal walls, par�tions, signs, fixtures, alterations, improvements or other items p(aced in or on or
installed or consUucted in the Premises by City and shall repair any damage to the Premises
caused thereby.
23. DEFAULT AND REMEDY.
(a) Citv's Defaults. The occurrence of any of the following shall be
deemed an °Event of DefaulY by City:
(i) Failure by City to pay Base Rent as herein provided within fen
(10) days after the same is past due and owing; or
(i� Failure by City to perform any non-monetary obligation to be
performed by City hereunder or to comply with any condiGon or
covenant contained herein and such failure shall continue for
thirty (30) days after written notice thereof from Landlord to City;
provided, however, that if the nature of City's default is such that
more than thirty (30) days are reasonably required to cure, then
City shall not be deemed to 6e in defautt if City commences such
cure within such thirty (30) day period and thereafter diligently
pursues such cure to compietion.
(b) LANDLORD'S REMEDIES. At any time that City commits an Event of
Defaelt, Landlord will be entiUed, at Landlord's sole option (time being of the essence of all such
conditions) to legaliy enter and take immediate and exclusive possession of the Premises and all
fixtures therein, and to expel City and all persons cfaiming through or under City. Landlord shall
also have the option to terminate and cancel this Lease and retain any remaining Deposit, effective
upon written notice to City, whereupon any and all covenants, conditions and obligations of
Landlord under this Lease will cease and terminate. City agrees that notwithstanding the
occurrence of any such event giving Landlord the right of termination and/or re-entry as aforesaid,
and whether or not Landlord has re-entered the Premises or gained possession thereof, and
whether or not Landlord has relet the Premises in whole or in part, Landiord will not be deemed to
have accepted the surrender of the Premises or of this Lease and City shall remain liabie for the
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paymerrt of a0 rentals and rateslcharges provided for herein and the performance of ali other
covenants, conditions or undertakings of City and the payment of alf other sums during the fuli
period which othenvise woufd have consfituted the term of the Lease, including damages for failure
to perform any of the same or for any loss of rents or damages which Landlord may then or
thereafter sufifer through the period of said en6re ierm including, without limita6on, reasonabie
attomeys' fees. Landlord wil! have the right at any 6me after exercising any option given to
Landiord in this Section to exercise thereafter any other option hereunder or such lega! rights as
Landlord would have in the absence of such options. if Landiord does not elect to terminate and
cancel this Lease on account of City's breach, Landlord agrees to use reasonable diligence to relet
said Premises upon the best terms fairiy obtainable at the time of such reletting, consistent with the
character of the Premises, and the obligation of Ciiy for damages hereunder will be mitigated
thereby to the extent of the net rents when actually received from such reletting, after deduction for
all expenses of Landlord, including, without limitation, expenses attributable to alteraGons and
repairs Land{ord deems advisable to refet the Premises and afl reasonable attomeys' fees.
(c) LANDLORD'S DEFAULT. Landlord shail be in default under this Lease if
Landlord fails to perform or observe any term, condition, coveoant or obligation required to be
performed or observed by it under this Lease for a period of sixty (60) days after written notice
thereof from City; provided, however, that Landlord shall not be in default if the term, condi6on,
covenant or obligation to be performed by Landlord is of such nature that the same cannot
reasonabty be performed within such thirty-day penod and Landiord has commenced performance
to cure such default during the thirty-day period and thereafter diligently undertakes to complete
the same.
(d) NO WAIVER. The failure of the Landlord or City io exeroise any option
herein provided on account of any default shall not constifute a waiver of the same or any
subsequent default, and no waiver of any condition or covenant of this Lease by either party shall
be deemed to constitute a waiver by either party of any default for the same or any other condition
or covenant.
24. SUBORDfNAT10N TO MORTGAGES.
{aJ City shall, at the request of Landlord, subject and su6ordinate its
leasehold estate to the lien of any mortgage evidencing a lien on, against or with respect to the
Premises, or any part thereof, whether such mortgage, or any mortgage securing any financing
obtained to acquire and construct the Premises (each, a"Mortgage°) has heretofore been, or may
hereafter be, placed upon the Premises, and any renewal, modification, consolidation,
reptacement, or extension of any such Mortgage, provided that the holders of any such Mortgages
agree in writing with City that notwithstanding Landlord's failure to perform its obligations under any
contract or agreement, or note or evidence of debt, Cit�s occupation and quiet enjoyment of the
Premises shaff noi be disfurbed, inferfered wit� or hindered, and a11 of City's right under this Lease
shall be fully recognized so long as City faithfully performs its obligations under this Lease.
(b) City shall, within twenty (20) days following request by Landlord, execute,
acknowiedge, and deliver to Landiord such inshuments, and certificates as may be reasonably
necessary to subordinate this Lease and ail rights under this Lease, or to confirm such
M7:7343664.03 � 2
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su6ordination and non-disturbance, to the lien of any such Mortgage and to each such renewal,
subject to the conditions under subsection (a) above.
(c} In the event any Mortgage is foreclosed for any reason and the mortgagee
succeeds to the interest of Landlorcl under this Lease, so long as such mortgagee complies with
the provisions contained in subsection (a) above, City ag�ees to be bound to the mortgagee under
all the terms of this Lease for the balance of the term of this Lease remaining with the same force
and effect as 'rf mortgagee were Landiord under the Lease, and City agrees to attom to the
mortgagee as its Landlord. City shall be under no obligation to pay rent to the mortgagee until City
receives written notice form the mortgagee that it has succeeded to the interest of Landiord. The
respective rights and obliga�ons of City and the mortgagee upon such attomment shall, to the
extent of the then remaining balance of the term of this Lease, be the same as now set forth in this
Lease.
(d} [Landlord represents and warrants that as of the date of this Lease, the
Premises is not subject to any mortgage, deed of trust, ground lease or other financing
instruments.] �
25. ESTOPPEL CERTIFICATE. City and Landlord each agree that from time to time
within ten (10) days after receipt of written notice from the other party, to execute, acknowledge
and deliver to the requesting party a certificate evidencing whether or not (a) this Lease is in full
forc:e and effect, (b) this Lease has been amended in any way, (c) there are any existing defaults
on the part of the requesting party hereunder to the knowledge of the certifying party (or specifying
the nature of any such default), (if any), and (d) the date to which Base Rent and other amounts
due hereunder, if any, have been paid. , Each certificate delivered pursuant to this Section 25 may
be relied on by any prospective purchaser or transferee of Landlord's or City's interest hereunder
or of any part of Landlord's property or by any holder or prospective holder of Landlord's mortgage,
or a mortgage or prospective mortgage of any part of Landiord's other property. �
26. ENTIRE AGREEMENT This Lease and the exhibits attached hereto set forth all
of the terms, conditions, provisions and agreements between Landlord and City conceming the
Premises, and there are no promises, agreements or undertakings, either oral or written, between
the parties conceming the Premises other than as sei forth herein. No amendment, modification or
addition to this Lease, nor any waiver or discharge under this Lease, shall be binding upon the
parties unless in writing and executed by the pa�ies.
27, SEVERABILITY. If any clause or provisioq of this Lease is determined to be
iliegai, invalid or unenforceabie under present or future laws effective during the term of this Lease,
or the Renewai Term, then and in thaf event, it is the intention of the parties hereto that the
remainder of this Lease shall not be affected thereby, and that in lieu of such i{legal, invalid or
unenforceable clause or provision there shall be substituted a clause or provision as similar in
terms fo such illegal, invalid or unenforceabie clause or provision as may be possible and be legal,
valid and enforceabie.
28. ATTORNEY FEE5 AND EXPENSES OF ENPORCEPAENT. 1f any party to this
Lease defaults, the non-defaufting party shall be entitled to recover from the defaulting party, in
addition to any other cost, liabilities, or damages assessed against the defaulting party, the
M7:1343fi64.03 13
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reasonable costs and expenses of the non-defaulting pafij in enforcing the terms of this Lease or
securing ffie performance of the terms of this Lease by or against the defaulting party, including
without limitation, court cost, expert and other witness fees, and attomey fees.
29. NOTICES. Whenever this Lease provides that notices shall be given, or may be
given or served, upon either of the parties by the other, or whenever the (aw requires or gives the
right of serving a notice, such notices shall be in writing and shati not be effective for any purpose
until the same is given or served in person, or sent by registered or certified mail, proper postage
prepaid, or by a nationally recognized ovemight courier, as foflows:
To Landlord: NWM HI94, LLC
1375 St. Anthony Avenue
Saint Paul, MN 55104
To City: City of Saint Paul
w!a copy to:
All notices shall be deemed received on the date of delivery when given by hand delivery, three (3)
days after deposit when sent by certified or registered mail, and the next business day following
deposit with an ovemight courier.
30. WAIVER, No delay or failure on the part of any party to this Lease to exercise any
right or remedy available under the terms of this Lease or at law or in equity shafl constitute a
waiver of any such rights or remedies, or of any other rights or remedies. No waiver of any of the
terms or conditions to this Lease shail be valid or effective unless made in writing and signed by
the party making the waiver. The waiver of any breach, term or condition of this Lease by any
party shall not be deemed to be a waiver of any other or further breach of such term or condition,
or of any other term or condition of this Lease.
31. FORCE MAJEURE, The pa�ies to this Lease shali be excused for the period or
periods ofi delay in the performance of any of their respective obligations hereunder when delayed
or hindered from so doing by any cause or causes beyond their reasonab{e control, which shall
include, without limitation, all delays caused by the other party, �abor disputes, riots, civil
commotion or insuRection, war or warlike operations invasion, rebellion, military or usurped power,
interrupted utifity services, sabotage, govemmental restriction, regulations or controls, fire or other
casualties, acts of terrorism, or act of God (°Force Majeure Event"). If, as a result of a Force
Majeure Event, either party shafl be unabfe to perform its ob{igations within the time limit provided
in this Lease, such time limit shall be deemed extended for a period equal to the duration of such
event, and such delay in the party's performance shall not give rise to any claim against said party
M7:134366d.03 �4
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for damage, or constitute a total or partial evic6on, construcGve or othenvise, work an abatement of
rent, or relieve the other party from the fuifiliment of any covenant contained in this Lease.
32. EXECUTION REQUIRED. The submission of this document for examina6on does
not constitute an offer to Lease, and shall become effective only upon execution by both City and
Landlord.
33. BINDING EFFECT, This Lease shall inure to the benefit of and shali be binding
upon the heirs, legatees, legal representatives, and successors and assigns of the parties, subject
to au the terms, conditions and con6ngencies set forth herein. �
34. TIME OF THE ESSENCE. All times provided for in this Lease are of the essence
of this Lease, and any extensions of such times shall also be ofi the essence of such Lease.
35. CoUNTERPARTS. This Lease may be executed in two or more counterparts,
each of which shafl be deemed an original and afl of which together shafi consUtute one and the
same instrument.
36. GOVERNING LAW, The terms, conditions and provisions of this Lease shall be
govemed by and interpreted and enforced in accordance with the laws of the State of Minnesota.
37. CAPTIONS. The captions in this Lease are inserted only as a matter of
convenience and for reference and in no way define, limit, amplify or describe the scope of this
Lease or the intent of any provision thereof.
38. DEFAULT RATE. Any amount payahle by Landlord or City under this Lease
which is not paid when due shall bear interest at the tesser of (a)12% per annum or (b) the highest
rate allowed by law, fmm its due date until paid (the °Default Rate°).
40. LANDLORD'S REPRESENTATIONS AND WARRANTIES.
Landlord represents aod warrants to City that:
(a} Landlord has good and marketabie tiUe to the Premises free and clear of any and
all liens, charges, leases (other than this Lease and the Prime Lease), security
_ interests, daims, encumbrances, and agreements, except those matters listed on
Exhibit B hereto (the °Permitted Exceotions"), and Landlord has acquired rights
and interests in the Premises such that Landiord has full power, right and authority
to execute and perform this Lease and all corporate action necessary to do so has
been duly taken. _
(b) The Premises does not rely on any other property or on any facilities (other than
the facilities of public utility and water companies whose lines are in the public
street(s) adjoining the Premises or, if they cross any other property, do so through
vafid easements e�ending to and benefiting the Premises) iocated on any
property not included in the, Premises to fulfill any govemmental requirement,
inciuding, but not limited to, any zoning or other iand use laws, or for the fumishing
M1:1343664.03 15
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to the Premises ofi any utilities, including, but not limited to, electricity, gas,
telephone, water, sewer or waste treatment or recovery facilities and similady, no
huilding or other improvement not included in the Premises relies on any part of
the Premises to fulfiil any govemmental requirement or for the fumishing to such
building or improvement of any utilities.
(c) No pari of the Premises is not locaied in a designated flood zone and the
Premises are property zoned for City's operation of the Premises for the permitted
use.
(d) To the best of Landlord's knowledge on the date hereof, there is not any litigation
or govemmental, administrative or arbitration proceeding (and with respect to any
such pending liGgaGon or proceeding to which Landlord, or any affiliate of Landlord
is a pa�t}+, without regard to the state of Landlord's knowledge) or inves6gation
pending or threatened (including, but not limited to, with respect to condemnation
of any part of the Premises or the environmental condiiion ofi the Premises), or any
basis therefor, any unsatisfied arbitration awards or judicial orders, or any pending
complaints, charges, petitions or ciaims which affects or might affect the Premises
or the ownership or operation thereot by City or which might aflect the ability of
LandloM to perform its obligations under this Lease.
(e) Afl representations and warranties of Landlord in this Section 41 shall survive the
expiration or sooner termination of this Lease.
41. BROKERS. City and Landlord each represents and warrants that it has dea)t with
no broker, agent or other person in connection with this Lease. City and Landlord each hereby
indemnifies and holds harmless the other from and against any claims by any other broker, agent
or other person ciaiming a commission or other form of compensation by viriue ofi having dealt with
the indemnifying party with regard to this Lease. The provisions of this Section 41 shall survive the.
expiration or termination of this Lease.
A2. HAZARDOUS MATERIALS. For purposes of this Lease, °Hazardous Materials°
shall mean any hazardous or toxic material, substance, pollutant, contaminant, or waste which is
defined by those or similar terms or is regulaied as such under any statute, law, ordinance, rule or
regulation of any local, state or federal authority having jurisdiction over the Premises or its use,
including but not limited to (a) the Federal Water Poilution Control Act (33 U.S.C. Section 1251 et
seq.) as amended from time to 6me; (b) the Resource Conservation and Recovery Act of 1976 (42
U.S.C. Section 6901 et s., as amended from time to time, and regufafions promuigated
thereunder; (c) the Comprehensive Enviroomental Response, Compensation and Liability Act of
1980 (42 U.S.C, Section 9601 et se ., as amended from time to time, and regulations
promulgated thereunder, (d) Hazardous Materiafs Transporfation Act (49 U.S.C. Sections 5101 gt
se .; or (e) the Federal Clean Air Act (42 U.S.C. Section 7401 et seq.) {hereinafter collectively
referred to as 'Environmental Laws") but shail not inciude supplies fior cleaning and maintenance
and starniard office supplies in commercially reasonabie amounts provided, however, that such
items are incidental to the use of the Premises and are stored and used in compliance with all
Environmental Laws.
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Landlord represents and warrants to Cify that, to the best of Landlord's knowledge, the
Premises will be ftee from all Hazardous Materials on the date Landlord tenders possession
thereof to City and that the Premises are in and wiil remain in compliance with all Environmental
Laws. City shafl have the right and authoriiy fo perform an inspection of the Premises at any time
for purposes of identifying and evaluating any Hazardous Materials.
In the event that Hazardous Materiais are found to have been present on the Premises
from prior to City's occupancy, and the continued presence of same during the Lease term
interferes with City's use and occupancy of the Premises during the term of this Lease, then City
shafl, at its option, be permitted to terminate this Lease without further fiabiliiy hereunder, or to
require Landlord to remove or abate the Hazardous Materia4s.
Landlord agrees to defend, indemnify and hold harmless City against all fiability, damages,
costs (including environmental investigatory and cleanup costs), demands, pehalties, attomeys'
fees and claim (including claims under any Environmental Laws), direcUy or indirectly caused by or
resulting from (a) any breach of warranty or the inaccuracy of any representation of Landlord, or (b)
any environmental regulatory violation, adverse environmental condition, or contamination resulting
from the presence of Hazardous Materials upon, about or beneath the Premises 6efore the
effective date of the Lease, or (c) any reiease of Hazardous Materiais or any environmentai
contamination or condition caused by Landlord, its employees, agents, invitees, contractors,
partners, officers or directors after the effective date of the Lease. This indemnification shail
suroive the expiration or termination of the Lease.
City agrees to defend, indemnify and hoid harmless Landlord trom and against any and all
liability, damages, costs (inciuding environmental investigatory and cleanup costs), demands,
penalties, attomeys' fees, and claims (including claims under the Environmental Laws) directly or
indirec8y caused by or resufting from: (a) any environmental regulatory violation, adverse
environmental condition, or cflntamination resulting from any handling, storage or disposal by City,
or its employees, agents, inv�tees, contractors, partners, o�cers or directors, of Hazardous
Materials upon, about or beneath the Premises during the term of this Lease and any Renewal
Term of this Lease; or (b) any release of Hazardous Materials or any environmental contamination
or condiBon caused by City, its employees, agents, invitees, contractors, partnars, officers or
directors after the effective date of this Lease.
In the event that contamination is discovered in water or soil on or under the Premises,
which contammation is alleged to have resufted from any handling, use, storage, or disposai of
Hazardous Materiais 6y City on the Premises during the term of this Lease, City shall have the
right to enter and visit the Premises for the purposes of obsenring the Premises, taking and
removing soil, water or groundwater samples, conducting tests on any part of the Premises, or
remediating any part of the Premises. City has no duty, however, to visit or observe the Premises
or to conducf tests. City shall give Landlord reasonable notice before entering the Premises,
except in emergency cases or in cases in which it is impracticable to give such no6ce. This
provisbn shall survive the termination or expiration of this Lease.
43. OPTION TO PURCHASE THE PREMISES. City shaN have and is hereby granted
the exclusive option (the "Purchase Option"j to purchase the Premises on the terms and conditions
hereinafter set forth in this Section 43 and Exhibit C. City may exercise the Purchase Option only
M1:13d3664.03 � �
������
by giving Landlord written notice. City shail have the right to exercise the Purchase Option during
the forty-five (45) day period beginning on the date of such prohibition expires. if Cifij exercises the
Purchase Op6on, Landiord and City shall withou# further ac6on automa6cally create a binding
agreement on t�e terms and conditions set forth in Exhibit C attached hereto and Landlord and City
agree to execute a purchase agreement in confirmation thereof. ln the event City elects not to
exercise the Purchase Option, City will, at Landlords request and expense, execute a release of
purchase option in recordable form.
44. EIRST RIGHT OF REFUSAL TO PURCHASE THE PREMISES.
(a) Landlord shail not sell, transfer, assign or otherwise dispose ofi the Premises
(including, without limitation, by way of ground lease or similar arrangementj or any pad thereof
(coiiectively, °Disoosition°j, except in connection with an assignment of the Lease as collateral to
secure a loan by any lender holding a Mortgage, untii at least forty-five (45) days after it has given
Ciiy written notice (the °Transfer Notice"} as herein provided of its intention to dispose of said
interest or portion thereof. An executed dupiicate original of the purchase or other agreement (the
"Sale AgreemenY) shail accompany ihe notice. Provided no Event of Default of City exisis at the
time the First Refusal Right is exercised or at closing, City shall have and is hereby granted the
exclusive right and option ("First Refusal RiahY) to purchase such interest in the manner, at the
price and on the terms and conditions provided in such Transfer Notice and the Sale Agreement
and the furiher provisions of this Section.
(b) The First Refusal Right may be exercised by City only by giving notice to Landlord
at any time within forfy-five (45) days after receipt of the Transfer Notice, If City exercises its First
Refusal ftight, the closing shall take place at the time and place provided in the Sale Agreement,
provided that at City's election the closing shall not take place eariier than thirty (30) days after it
exercises its First Refusal Right. This Lease and all of the terms and provisions hereof shail
remain in full force and effect un61 the purchase has closed, except as othe�wise provided in this
Lease.
(c) Except as hereinafter provided, Landlord may dispose of the Premises if Ciiy has
not exercised its First Refusal Right within the forty-five (45) day period provided in this Section.
Any Disposition by Landlord shall be nuil and void, if said interest is not disposed of by Landlord
within one hundred iwenty (120) days after City's First Refusai Right expires, or'rf it is disposed of
to a part}+ other than the transferee identified in the Saie Agreement or an affiliate of such
transferee or on any terms that are materiaily less favorabie to Landlord.
(d) The Firsi Refusal Rigfit herein granted to City is a continuing right of first refusal
and shafl apply as often as any then holder of the Landlord's interest hereunder (including but not
limited to any such holder who or which shali have acquired its interest in a Disposition to which the
First Refusal Righf applied but was not exercised) shall make or propose to make a saie, transfer,
conveyance or other Disposition of the Premises or any interest therein during the initial term or
any Renewal Term of this Lease.
(e) City acknawledges and agrees that +f any lender holding a Mortgage forecioses
the Mortgage or acquires t+tle to the Premises through a conveyance in lieu of foreclosure, the First
M1:134366d.03 � 8
0� - �g�
Refusa{ Right shall not be applicable to the foreclosure sale, conveyance in lieu of foreclosure or
any subsequent transfer or sale af the Premises.
[Signatures on Following Pagej
M1:1343664.03 19
�1��9�0
IN WITNESS WHEREOF, Landiord and City have duly executed this Lease as ofi the day
and year first above written.
CITY:
C1TY OF SAINT PAUL
Mayor
City Clerk
Director-Office of Financial Services
Department Director
City Attomey (Fortn Approval}
LANDLORD
NWM HI94, LLC
Its
Its
its
M79343664.03
o�-��o
EXHIBIT A
Legal Description
M7:1343664.03 A-1
U�P � ��d
EXH►B1T A-2
Depiction af the Premises
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EXNIBIT B
Permitted Exceptions
M7:1343664.0.3 B-�
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EXHIBIT C
Terms of Purchase Opfion
7erms and Conditions of Opfion to Purchase. In addition, the foilowing terms are mutualty agreed
���
a) The purchase price shaii be as follows; [$9,100,000] in the first year of the term,
increasing 10% each and every year thereafter.
b) Real Estate Taxes: The Buyer shali pay all real estate taxes and levied and pending
assessments in the year of sale, and due and payable during the term of the Lease.
c) Conveyance: Seiler shall convey marketable fee tile to the City by Limited Warranty Deed.
d) Seller shall provide the City, within seven days of exercising this Option to Purchase, an
updated Abstract of Title andior an OwnePs Certificate of Title. Seller agrees, at Seller's
cost and expense, to correct or remove any exception of °clouds° on the title as shown on
the BuyePs °Commitment to Insure° 6tie examination report.
e) Closing shall occur within 90 days following execution of this Option to Purchase, at which
time the title to fihe Properiy shall be conveyed to the City. The closing date may be
postponed and rescheduled by mutual agreement of the parties hereto. Closing costs
shall be paid by
� Selfer shall provide an affidavit on the date of closing, indicating that the Seller has not
used or permitted fhe 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, poliutants or contaminanis as
defined in Section 1158.02 of the Minnesota Statutes.
g) The Seiler wi{f grani the City a non-exclusive easement to use the drainage area licensed
under the lease.
M1:1343664.03 C-�
a � -y�v
IXH1B1T D
BUILDOUT SPECiFICATIONS
M,:��sea.a� D-1
D�
July 10, 2006
SPECIFICATION OUTLINE for Proposed Western Police Starion
Location: 389 Hamline Avenue North, St. Paul, MN.
The proposed building and site improvements required for the new Westem District Police facility will need to
meet rypical City office space standazds. Industry standard office space finishes will meet most of our needs
with a few exceptions. The locker shower room areas and the fimess rooms wiii require special treatment. Also
the building security and communications systems wili also be more complicated that a typical "office build-
ouY'. A facility of this nature is occupied 24 hours a day, 7 days a week, requiring more durable floor finishes,
door hardware, etc.
It is also desired by the City that the facility incorporate as many Sustainable materials and Green feahues as
possible and stili be economical to construct. We need to be advised as to the Sustainable(Green options that
would be appropriate for this type facility and made aware of the immediate cost implications as well as long
term maintenance costs andlor payback of the proposed features.
Currently it is assumed that the site is "Buildable". Any required site clean-up or soil correction or special
foundation work will need to be factored in after soils testing and a report can be completed by the City's
tesung agency.
The sections included for construction of this facility should include the following:
Division Two -Sitework
02050 — Removal of exisring structure, bituminous, concrete, vegetation as needed (protect mature trees if
possible), etc. from site.
02300 — Earthwork & site preparation; temporary drainage, clearing & grubbing
02370 — Erosion Control; maintain erosion control according to NPDES General Storm Water Permit under
Clean Water Act.
02740 — Asphalt & Markings; install new parking lot & markings.
02830 — Fencing; Black Vinyl Chain Link Fence on North, West & South ends of secured lot. Wrought Iron
fence on East side of secured lot along with gate and power operator.
02930 — Sod & seed; areas around building; landscaping shall be omamental grass, flowering bushes, ground
level evergreens with wood chip mulch around building. 1-2 rain gazdens on lot.
Division Three — Concrete
03300 — Cast in Place Concrete; fabrication of formwork, installation of reinforcement, pouring & finishing
concrete for floor of parking ramp and metal stair panning.
03400 — Siructural Pre-cast Concrete; for Ramp ceiling/l floor of bldg. Pre-cast concrete panel fa�ade (to be
determined).
Division Four — Unit Masonrv
04100 — Mortar & Grout; for Brick &for CMU
04150 — Masonry Accessories; wall reinforcement, sheet steel, rebar for bond beams
04210 — Brick Masonry; single brick units OR "Innovative Brick System — M Brick" — brick panel system (to
be determined).
04220 — Concrete Masonry Units; standard block wall (to be determined) for perimeter wall (behind brick
panels). Precast sills for windows.
04400 — Stone veneer for fa�ade (to be determined).
� �e - 9�1�
Division Five — Metals
05100 — Structural Steel; steel columns, beams, anchor plates, and misc. angles & clips.
05210 — Steel Joists; Open Web Steel joists, bridging & connectors.
05310 — Steel Deck; roof deck over flat roof areas
05500 — Miscellaneous Metai; Hand & guard rails, bollards, steel stairs, lintels for masonry openings, supports
for mechanical equipment, pipe thresholds at overhead doors, roof access ladder.
Division Six — Wood & Plastic
06200 — Carpentry; blocking, grounds, nailers; anchoring & fastening devices; door installation, plasric laminate
sills, installation of cabinets and countertops.
06410 — Custom Cabinets; fabrication of base & lower cabinets with laminate finish and decorative laminate
- countertops for Community Room, Lunch/Break room, Coffee bars, and Roll Call Room.
%
Division Seven — Thermal & Moisture Protection
07210 — Building & Roof Insulation; Foundation, under slab perimeter, concealed insulation, nail-base roof
insulation, blanket (building) insulation, polyethylene vapor barrier.
07510 — Built-Up Roofing; bituminous roofing on flat roofs, roof hatch with fixed ships ladder instaliation.
07600 — Sheet Metal Roofing & Flashing; Standing Seam metal (sloped) roof, metal flashing (decorative &
roofl, scuppers, downspouts.
07900 — Joint Sealants; expansion joints & caulking materials for exterior & interior construction.
Division Eieht — Doors & Windows
08110 — Steel Doors & frames; HM Frames for all door openings. Fire rated doors for Mechanical rooms.
08210 — Wood Doors; flush wood doors (to be stained) for all offices, lobby's, conference rooms, resirooms,
locker rooms, fimess room, etc.
08360 — Overhead Doors; Insulated sectional overhead doors with hardware. Misc. steel framing to connect to
main building structure. Garage Doors 1000,000 cycle springs (or equivalent type of garage door
hazdware). Garage doors aze 12'-0" high minimum.
08400 — Entrances & Store�frnn aluminum (insulated) window system around perimeter of building.
08710 — Hardwaze; hinge EST eyed locks/cylinders, closers, panic bares, thresholds, weatherstripping,
stops, push/pulls, protection plates.
08800 — Glass & Glazing; insulating glass units in exterior windows; door lights & sidelights; fire rated glazing.
Bullet-proofhesistant enclosure around front desk area.
Division Nine-Finishes
09250 — Gypsum Wall System; interior wall metal framing and gypsum board installation & finishing.
09300 — Tile; Ceramic tile in restrooms, floor & walls. Floors in toilet room shall all slope to drains.
09510 — Ceiling System; installing ceiling grid system & acoustical ceiling panels in all areas except for
resh�ooms & mechanical azeas. 1" wide suspension track
09650 — Resilient Flooring; Vinyl floor tile in kitchen/break rooms, coffee bar areas & lobby spaces.
09680 — Carpet; carpet tiles in conference rooms & community rooms. Roll carpet in other areas.
09900 — Painting & Staining; paint walls (gypsum & CMU), paint handrails, stain wood doors.
Paint for exterior metals & interior metals (subject to wear); epoxy base primer & finish coat.
Paint for concrete masonry; epoxy base primer & finish coat.
Paint for interior metals (not subject to wear); enamel base finish over primer.
Paint for gypsum wallboard; Semi-Gloss Latex finish over primer.
D�
Division Ten — Soecialties
10160 — Toilet Partitions; powder coated steel
1Q200 — Louvers & Grilles; galvanized steel with insect screen. Framed aluminum wall grilles.
10400 — Identifying & Sate Signs; exterior metal letters, interior room signage, freestanding site postings for
parking lot & entrance.
10422 — Fire Dept Key Access Box; "Knoxhox" by Knox Co.
10500 — Metal Lockers; 18" wide, 18" deep, 72" high with hardwaze, hooks & latches, combination locks.
Benches for Iocker rooms.
10520 — Fire Extinguishers,cabinets & accessories;cabineis & locking brackets,fire blankets.
1Q80Q — Toilet Accessories; tissue dispensers, napkin disposal units & dispensers, grab bars, clothes hooks, mop
hooks, stainless steel mirrors, electric hand dryers, soap dispensers.
Division Twelve - Furnishines
12651— Clocks; digital clocks recesses in wall.
12690 — Floor Mats & Frames; recess floor mats in lobby areas (front & back).
Division Fourteen — Convevine Svstems
142Q0 — Elevators; hydraulic passenger elevator in front & back lobby areas
Division k'ifteen — Meehanical Svstem
I5010 — General Mechanical Provisions; demolition, prepazation, electricai connections, temporary lights &
power, trenchirig & backfilling.
Pipes & Utility instailations; floor drains in garage piped into a central flammable waste/sand trap,
installed close to garage entrance for Sewer Dept Vacuum Truck cleanout.
Floor Drains in toilet rooms.
� Emergency Generator to handle full load of site/building (natural gas)
15235 — Meters, Monitors, Gauges & Thermometers
15145 — Hangers & 5upports
152b0 — Pipe Insulation
15290 — Duciwork installation
15300 — Fire Suppression System; wet sprinkler system
15410 — Water Piping System
15420 — Waste, vent & roof drainage systems
15440 — Plumbing Fiztures; water closets, lavatories, flush valves, water coolers, showers, janitor sinks, sinks.
Shower shall have hot & cold water faucet that can be hooked up to a hose for cleaning of the shower
rooms.
15450 — Plumbing water supply specialties
15483 — Natural Gas Piping System
15510 — Hydronic Piping & Specialties
15530 — Refrigerant Piping
15550 — Breechings, Chimneys & Stacks
15554 — Water Tube Boilers.
Y� 15671 — Air-cooled Condensing Units; roof top units. Also a roof top supplemental heating unit.
15790 — Air coils
15855 — Air filters .
15&70— Power Ventilators
15890 — Sheet Metal Work
D� -98U
15910 — Auct Accessories
15936 — Grilles, Registers & Diffusers
15975 — Direct Digital Control System; energy management system that can be mn from both inside the
building & fro remote location (Griffin Bldg).
15990 — Testing, adjusting & balancing
*NOTE: Please provide the city with a description & price option for :
I. Heatinglcooling for this building based on using rooftop style HVAC units.
2. HeatingJcooling for this building based on a central boiler/chiller system and multiple fan coil and VAV
units.
3. Additional recommendations, costs and descriptions for "Sustainable/Green" options using Heat
Exchanger(s), etc.
**Heating of the interior parking area (to50-60 deg.) and required ventilation should be included in the base
pricing.
Division Sixteen — Electricai Svstem
16010 — General Electrical Provisions; demolition, cuttingJpatching, excavation & trenching
16110 — Raceways & boxes; raceway systems & boxes & fittings.
16120 — Wire & Cable; insulated copper wire
16t40— Wiring Devices; receptacles, switches, plates.
l 6440 — Panelboards.
16476 — Disconnect Switches; circuit breakers
� 16700 — VoicelData System Provisions; Phone & data closet, each with 2 20 amp circuits. Intercom system at
the desk and within entire building (intercom system).
16500 — Lnminaires & Accessories; lights, lamps for interior (T-8 Fluorescent) & exterior (Metal Halide)
16120 — Fire Alarni & Security Systems; Card Reader system compatible with existing card key system for
elevator, inside(outside doors, garage doors� & gate. Fire detection system (smoke detectors); local and
remote (911 Communication Center) monitoring. Security cameras overlooking the exterior & interior
of the building with desk/remote site monitoring.
16850 — Electric hand/hair dryers.
FF&E will be separate & not included in the conshucrion cost
This will include:
- Fitness Equipment
- Kitchen Equipment; Appliances
- Files & Storage UnIYs
- Freestanding Furniture
- Workstations
- Seating; task & guest
- Tables
Attachments•
- Proposed Building Schematic Floor Plans, 3dModel Images
- Site Plan
- Proposed Space Plan of Facility; Parking and Office space
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New Facility Proposal
Saint Paul Police Department
Western District Office
Second Floor District Team Office Space,
At GYade Secure Interior Police Parking
At Grade Public Entry & Meeting Rooms
Created: March 11, 2004
Revised.• November 18, 2005
Undated: June 14, 2006
Prepared by:
City of Saint Paul, Departrnent of Public Works, .
Technical Services Division, Real Estate Section, Desigtt Group
1000 City Hail Annex, 25 West 4` Street, Saint Paul, Minnesota 55102
� � - �80
City of Saint Paul
Westem District Office
Saint Paul Police Dept.
Facility Uses/Areas
Police
Public Bntrance & Lobby with direct access to Community Meeting Rooms
Information Desk / Watch Office
Public Restrooms in Lobby
Private O�ces for Commanders
Rooms for Volunteers, Special Program Staff and City Attomeys
Staff Restrooms
Break / Coffee Room
Open Office Workstation Area for Investigators
Open Office Workstation Area for Patrol Sergeants
Interview Rooms & Secure Waiting Area
Roll Cail - Briefing Room / Mail Center
Mens' and Womens' Locker/ Shower Rooms for Police 5taff
Fitness Center
Secure Parking for Squad Cars and Police Personnel
Secure Storage for Weapons, Equipment and Evidence
Storage Areas for Records, Handouts and Office Supplies
3une, 2006
Page 2
Communitv Sqaces
MeetinglAssembly Space for up to 80 Attendees, divisible to make 2 Rooms for 10-40 Attendees
Public Restrooms to support Meering Rooms (4 fixtures each)
Fumiture Storage and Equipment Room to support meeting Rooms
Food Warming / Serving Area shazed by both Meeting Rooms
Site A,rea Reauirements:
Parking Spaces: (space caiculated at 320 SF per stall)
Police Secured Parking for Squads & Employees (Min. 120 Stalls) 3&,400 SF
Public Parking for Visitors and Community Meeting Rooms (Min 25 Stalls) 8,000 SF
Buildine Footprint. Floor Plan Ootion 3 18 428 SF
Estimated Total Required Site Development Area: 65,328 SF
Rectuired Green Space and Setbacks (Ap�rox. 25% 1 16 332 SF
Total Minimum Site Development Area 81,660 SF
Facility Location:
The City Real Estate Division staffaze working with the Mayors Office and the SPPD to acquire a Site
located in the Midway area on Hamline Ave. just north of Highway I94 that was selected after
completing a extensive investigation of location options and possibilities in the azea. A final cost
estimate will be prepared and submitted upon completion of a site appraisal.
� � �I
City of Saint Paul
Westem District Office
Saint Paul Police Dept.
Interior Spaces Summary: SPPD Western District OfSce:
Space Name/Description Qty. SF Total SF
Public Spaces _
Entrance / Lobby Area 1 200 200
Display space 2 35 70
Elevator & Stair 1 I60 160
Lobby Restrooms (Unisex - Accessible) 2 80 160
Communiry Meeting Rooms (40-60 Attendees) 2 800 1,600
Mee[ing Room ResVOOms (4 fixtures Mens & Womens) 2 240 480
Food 5erving and Wartning Area 1 120 120
Fumiture & Equipment Storage l 150 150
Value Based Initia[ive (VBI) Office (adjacent to Community Rm Area) I 120 120
NAONolunteer Room (adiacent to Communitv Rm Area) 1 150 150
Subtotal of Public
Secure Police Spaces
Infom�ation Desk / Watch Office (8'x 10' cubicle/work areas)
Secure Meeting J Briefing Rooms {20'x22�
Secure Interview Waiting Area (10'xl2')
Police Entrance from Lower Level Parking (Stair & Elevator)
Sr.CommanderOffice (14'x18')
Small Meeting Rooms (14'x20')
Telecommvnicator & Clerical Workstations (8'x8' cubicles)
Intem Workstations, Admin Area (6'x8' cubicles)
Community Prosecutor (Shared Private Office)
Investigator Commander Office (10'x15')
InvesNgaror Workstations (8'x 10' Cubicles)
In[ecview Rooms (3 @ 80 SF)
Patrol CommanderOfficeQO'x15')
Patrol Sergeant Workstations (8'x10' Cubicles/workgroups)
Roll Call / Briefing / Mail Room (30'x40' or 24'x50�
Report Wri6ng Space (worksurfaces w/4-5 PCs & Printer/Faic)
Mens' LockedShower Room (120 Male Officers)
W omens' I.ockerlShower Room (40 Female Of£icers)
General Stomge Room (IOS20' Room with shelving)
Secure Storage (Weapons and Equipment)
Copier/ Workroom(Suppties
Staff Restrooms (Accessible, 2 Fixture each (16'x8�
6reakRoom (20'x16')
Fitness Room (20'x40')
Utiliry/Maintenance Room (Jan. Clo.) (10'x10')
Communications J Data Svstems Closet(sl (10`x109
Subtotal Secure
2
2
1
2
1
2
3
2
1
1
10
3
I
10
1
1
120
40
2
2
2
2
L
I
1
80
A40
120
160
250
280
64
48
140
150
80
90
tso
80
1,200
350
18
18
200
120
80
128
320
800
100
100
160
880
120
320
250
560
192
96
140
150
800
270
150
800
I,200
350
2,160
720
400
240
160
256
32�
800
100
200
11
June,2006
Page 3
Subtotal Interior Spaces 15,004
Calculated Spaces:
Mechanical Space 5.0°l0 750
� � �. /
EXHIBlT E
SUILDOUT SCHEDULE
E-1
/ i �:I
EXHIBIT "D"
BUILDOUT SCHEDULE
The Date of Delivery shall be
The duration of the Buildout Period shall be
The last day of the lst quarterly period shall be
The last day of the 2nd quarterly period shall be
The last day of the 3rd quarterly period shall be
The last day of the Buildout Period shall be
days;
This Buildout Schedule shall be completed on the Date of Delivery, and shall be signed by
representatives of both parties at that time.
For the LESSOR:
Date:
For the LESSEE:
Date: Real Estate Manager
Ul� -�80
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MAINTENANCE SCHEDULE
M1:5343664.03 F-1
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EXHIBIT "C"
MAINTENANCE SCHEDULE
Page 1 of 2
Areas of Service in General:
Entrances, lobby, corridors, rest rooms, and ail occupied tenant spaces.
LFSSOR'S DUTIES AND RESPONSIBILITIES:
The following maintenance operations shall be performed 5 times a week, Sunday through Thursday
after 4:30 P.M.:
General Cleaning:
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
Empty waste receptacles and replace liners; all waste to be moved to designated area; no waste to
be thrown away unless cleazly marked as such or placed on top of waste receptacles;
Dust desk tops. Papers, personal belongings or office equipment will not be moved. If papers aze
left on ttte desk top, desk top wil] be feather dusted only;
Dust telephones, file cabinets, window sills, etc;
Clean and sanitize drinking fountains;
Spot clean partition glass;
Spot clean entrance door glass to remove fingerprints;
Dust ail building surfaces within reach (ledges, partitions, etc);
Properly arrange furniture in offices upon completion of work;
Water plants in main entry, as needed;
Clean al] sinks and minors in Leased Premises.
Floor Care:
1) Vacuum all carpeted azeas;
2) Dust mop or sweep all hard surface floors;
3) Damp mop all hard surface floors, as needed;
4) Vacuum mats.
Lavatory Cleaning:
1) Empty waste receptacles;
2) Clean sinks and chrome fittings with non-abrasive cleansers;
3) 5pot clean metal partitions and walls around sinks and under towel cabinets;
4) Clean and refill non-vending dispensers;
5) Clean misors;
6) Clean and sanitize toilets, seats and urinals;
(7) Wet mop lavatory floors with a germicidal cieaner.
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EXHIBIT "C"
MAINTENANCE SCHEDULE
Page 2 of 2
The following maintenance operations shall be performed weekly:
1) Machine polish (spray buf� all resilient tiled floors;
2) Wash entrance door glass on both sides;
3) Dust general and executive office fumishings and horizontal surfaces.
The following maintenance operations shall be perFormed monthly:
1) Spot clean walls and doors in general and executive office areas; (Spot cleaning is generally, but
not exclusively, confined to areas around door knobs, light switches, push plates, etc.);
2) Wash all partition glass;
3) Vacuum vents in lavatories;
4) Scrub lavatory floors;
5) Vacuum clean upholstered furniture.
The following maintenance operations shall be performed quarterly:
1) Vacuum ceiling vents in office areas;
2) Dust office paneling;
3) Wash all ceramic walls and metal partitions.
The following maintenance operations shall be performed semi-annually:
1) Carpets shall be thoroughly cleaned and all stains removed.
GENERAL CLEANING AND MAINTENANCE:
1) LESSOR shall provide janitor's closets and maintain them in a neat and orderly Condition at no
cost to the LESSEE;
2) Police common areas and building sidewaiks for debris;
3) Spot clean carpeting as needed to remove small soiled areas;
4) Keep fire access exits clean and maintained
5) Clean exterior window glass.
The dates and periods referenced in Paragraph [ ] of L,ease Agreement this shall be defined as
follows: