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07-24Return to jmb 1000 CHA Presented by Coancil File #� Green Sheet# 3035311 /3 RESOLUTION OF SAINT PAUL, MINNESOTA wtiN;itEAS, as of December 31, 2006, the Humane Society of Ramsey Counry (now lmown as Humane Society for Companion Animals ("HSCA"), will, in connection with HSCA's statutory merger with and into Animal Humane Society ("AHS") become l�own as Animal Humane Society; and WHEREAS, following the merger AHS intends to maintain current operations of HSCA. Like HSCA, AHS is a Minnesota nonprofit corporation and is tax-exempt as a 501(c)(3) organization; and WHEREAS, following the assignment, all correspondence, billing information and notices shall be sent to AHS, as follows: Animal Humane Society 845 Meadow Lane North Golden Valley, MN 55422 Attention: Chief Executive Officer; and WHEREAS, the Department of Pazks and Recreation currently has two leases held by the Department of Pazks and Recrealion, City of Saint Paul as: 1) Lease No. PR/24, dated Apri125, 2006 and, 2) Lease No. PR/25, dated January 11, 1985 ("Leases"); and therefore be it RESOLVED, that following HSCA's statutory merger with and irno AHS, AHS shall possess all rights and shall be responsible for all obligarions accruing after the effective date of the transfer under the Leases to the extent that HSCA would have possessed such rights and obligations absent the transfer of the Leases, and therefore be it fmally RESOLVED, that the proper City officials aze hereby authorized and directed to execute the Consents of Assignments for Leases PR/24 and PR/25. Requested by Department of: Pazks and Recreation By: Form By: Adoption C"fied by Coi il 'ecr y Form �roved by Mayar for Submission to Council B By: Approved b ay . Date 1 J' � t /� `��((��.� 1/"�-- By: �� lP'16�4u C:ci.A ��G2s Adopted by Council: Date �— \U — �� G� a� f � - � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � pW — Publicwodrs Contact Person & Phone: Jean Borgen 266-8866 Must Be on Council Aaen Doc.Type: RESOLUTION E-Document Required: N Document Contact: Contact Phone: ToWI # oFSignature Pages '12-DEC-O6 y Assign Number For Routing Order Ail LowGons for Signature) Green Sheet NO: 3035311 0 �nblic Works �� I! 06 1 ' Attoro Ja Hauson 2 azks and Recreafion Bob Biershied 3 ancial Services MaH Smith 4 ounc� 5 CONSENT AGENDA. Authorize the signing of "Consent to Assignment by Merger" to approve change of Humane Society leases re-assigned to reflect their new name after statutory merger. Included aze drafts of Consent and copies of affected leases, PR/24 and PR/25. ivauons: r�pprove �H) O! Fi Planning Commission CIB Committee Civil Service Commission 1. Has this personlfirm ever worked under a contrad for this departmeM? Yes No 2. Has this person/firm ever been a city employee? Yes No 3. Does this persoNfirtn possess a skill not normaily possessed by any current aty employee? Yes No Explain all yes answers on separate sheet and attach to green sheet Initiating Problem, lssues, Opportunity (Vllho, What, When, Where, Why): Humane Society becoming "Animal Humaue Society." Advantages If Approved: Our lease documents will reflect correct billing and coaespondence information. �c w .�. � ��6�3 DisadvanWges HApproved: None foreseen. Disadvantages If Not Approved: Our leases would contain obsolete bilting and contact information. Trensaction: Punding Souree: Finaneial InformaBon: (Euplain) CostlRevenue Budgeted: Activity Number. �� , 3 � �� y'c�.:i C� ` � � ��.,.. fl�� `�Y December 12, 2006 1234 PM Page 1 v`t-a�( Department of Parks and Recreation Lease Number PR/24 CONSENT TO ASSIGNMENT BY MERGER The City of St. Paul hereby unconditionally and irrevocably consents to the transfer of all rights and obligations of Humane Society of Ramsey County (now l�own as Humane Society for Companion Animals ("HSCA")) under the lease agreement between Humane Society of Ramsey County and the City of St. Paul Deparfinent of Pazks & Recreation, dated Apri125, 2006, and identified as I.ease No. PR24 (the "I.ease") to Animal Humane Society ("AHS") in connection with HSCA's statutory merger with and into AHS. HSCA retains all of its rights and obligations accruing under the Lease until December 31, 2006, the effective date of the transfer. Following HSCA's statutory merger with and into AHS, AHS shall possess all rights and shall be responsible for all obligauons under the Lease to the extent that HSCA would have possessed such rights and obligations absent the uansfer of the Lease. IN WITNESS WHEREOF, the Ciry of St. Paul has executed this Consent this day of , 2006. City of St. Paul By Its GP:2033367 JL o7-ay- Department of Parks & Recreation Lease Number PR/25 CONSENT TO ASSIGNMENT BY MERGER The City of St. Paul hereby unconditionally and 'urevocably consents to the transfer of all rights and obligauons of Humane Society of Ramsey County (now known as Humane Sociery for Companion Animals ("HSCA")) under the lease agreement between Humane Society of Ramsey Counry and the City of St. Paul Department of Commwuty Services, dated January 11, 1985, and identified as (formerly L,ease No. CS/39), Lease No. PR/25 (the "Lease") to Animal Humane Society ("AHS") in connecflon with HSCA's statutory merger with and into AHS. HSCA retains all of its rights and obligaUons accruing under the I.ease until December 31, 2006, the effective date of the transfer. Following HSCA's statutory merger with and into AHS, AHS shall possess all rights and shail be responsible for all obligations under the I.ease to the extent that HSCA would have possessed such rights and obligations absent the transfer of the Lease. IN WITNES5 WHEREOF, the Ciry of St. Paul has executed this Consent this day of , 2006. City of St. Paul By Its GP:2033367 JL o? �y (File Name: _PR24 ) Revised Authority �.�r A.O.) p6 - SBg LEASENO. � �}�t2Z4 DEPT. OF PUBLIC WORKS LEASE NO. PR24 DATE: 4/25/2006 LESSOR: CITY OF SAINT PAUL DEPARTMENT OF PARKS & RECREATION LESSEE: HUMANE SOCIETY OF RAMSEY COUNTY 1115 Beulah Lane CITY OF SAINT PAUL Saint Paul MN 55108 LEASE AGREEMENT 1) Leased Premises. The LESSOR, in consideration of the paytnent of the Basic Rent and Additional Rent hereinafter specified to be paid by the LESSEE, and the covenants and agreements herein contained, does hereby lease, demise and let iutto LESSEE the premises hereinafter referred to as the "Leased Premises", whose address is: 1115 Beulah Lane and which is legally described as: Subject to Beulah Lane, the North 110 feet of the South 271.6 feet of the East 89 feet of the West 627 feet of the Northwest '/4 of the Northeast '/a of Section 27, Township 29 North, Range 23 West 2) 3) together with any buildings, fixtures in such buildings, improvements and structures, if any, located thereon; See Exhibit "A", plan or map of leased azea which is incorporated herein by this reference. Term of Lease. This lease shall be in effect for a term commencing and ending on the dates indicated below, unless terminated eazlier by the LESSOR as provided herein. Term (Months/Yeazs) Commencing Date Ending Date 5 years January 1, 2006 December 31, 2010 Use of Premises. The LESSEE shall use and occupy the Leased Premises for the following purpose: � Pazkine for stafF and visitors to the animal shelter and for no other purpose without the prior written consent of LESSOR. 1 �7-�� 4) Rent. Rent shall consist of Basic Rent and such Additional Rent as may apply. LESSEE shall pay all rent in advance, on the fust day of the term of the lease and on the first day of each payment period thereafter as indicated in the Payment Schedule below: a) Basic Rent Total Basic Rent During Lease Term Schedule (Payment Period Com�mencing Date $ per Period) $1.00 5 Years January 1, 2006 1� � � b) Additional Rent. Additional Rent means a11 amounts, other than Basic Rent provided for in paragraph (4-a) above, that LESSEE shall be obligated to pay under this pazagraph or other provisions of this Lease. Additional Rent shall include, but is not limited to, the following fees, costs and expenses: i) ii) all utilities, including water, electric, gas, telephone, sewage and gazbage collection and disposal; costs for the repairs, improvements or alterations required to be made by the LES5EE in pazagraph 11 of this Lease; iii) all ta7ces on realty or personalty, general or special; (4) all public rates, dues, charges and assessments, general or special, of any kind upon the Leased Premises; and iv) properiy insurance premium and/or nninsured losses as set forth in pazagraph (7) of this Lease. In the event that LESSEE does not make such payments (or any payxnents required to be paid as Additional Rent), LESSOR may make the payments at its option, and the payments so paid become Additional Rent, and aze due and payable by the LESSEE with the payment of Basic Rent ne� required after written notice of same to the LESSEE by LESSOR. 5) LESSEE shall make all payments of Basic Rent and Additional Rent to LESSOR at the following address: Denartment of Pazks & Recreation 300 Citv Hall Annex — St Paul MN 55102 The applicable account number for City Finance Accounting Code is: Taxes. LESSEE shall be responsible for and pay all tases and assessments against the Leased Premises, except that LESSEE may at its own expense contest and challenge the imposition or 2 o�-a�� amount of any such tax or assessment as prescribed by law; provided, however, that in the event this Lease is ternunated by either pariy, LESSOR may at its option require the LESSEE to pay such contested taYes pending appeal, to place in escrow a sum sufficient to pay said taxes, or take other acfion that will remove said contested taxes as an encumbrance to title or as an ex- ception to the transferability of marketable title to the Leased Premises. 6) Rieht of Entrv. At all times during the term of this lease, the LESSOR-shall have the right, by itself, its agents and employees, to enter into and upon the Leased Premises during reasonable business hours or, in the event of an emergency, at any time for any legitisnate purpose. � Insurance. a) LESSOR'S Insurance. The LESSOR shall acquire and keep in effect during the term of this agreement the following coverages: i) FIRE AND ALL RISK INSURANCE, on the Leased Premises with lunits of not less than N/A shall be purchased by the LESSOR; the LESSEE shall pay, as Additional Rent, the premium for said insurance and, in the event of a claim, any deductible. Said insurance shail name the City of Saint Paul as the insured. With respect to any loss of the LESSOR'S properry not covered by insurance, it shall be the responsibility of the LESSEE, within a reasonable time, to pay all costs to repair or replace the damaged property with like kind, such reasonable tune to be determined by the LESSOR. LESSEE shall be responsible for insurance of its own property. b) LESSEE'S Insurance. The LESSEE shall acquire during the term of this lease the following coverage: i) The LESSEE shall be responsible for the self insurance of, or the acquisition of Commercial Property Insurance on its personal property. ii) COMIVIERCIAL GENERAL LIABILITY INSURANCE including blanket contractual liability coverage, personal injury liability coverage and broad fozm property damage liability endorsement with a combined single limit of not less than $1,000,000 per occurrence shall be purchased by the LESSEE. Such insur- ance shall: (a) nazne the City of Saint Paul as additional insured; (b) be priuiary with respect to LESSOR'S insurance or self-insurance; (c) not exclude explosion, collapse and underground properry damage; (d) be written on an "Occurrence Fortn" policy basis; and (e) not- contain an "aggregate" policy limit unless specifically approved in writing by LESSOR. iii) AUTOMOBILE LIABILITY INSURANCE with minimum limits of $1,000,000 combined single limit and $2,000,000 aggregate, covering hired, non-owned and owned automobiles. iv) WORKERS' COMPENSATION INSITRANCE with not less than statutory minimum limits; and EMPLOYERS' LIABILITY INSURANCE with minimum 3 �� lunits of at least $100,000 per accident and with an all states endorsement. v) The LESSEE shall supply to LESSOR current insurance certificates for policies required in Paragraph (7). The said certificates shall certify whether or not the agent has errors and omissions insurance coverage. vi) The limits cited under each insurance requirement above establish miuimums; and it is the sole responsibility of the LESSEE to purchase and maintain additional insurance that may be necessary in relation to ttris lease. vii) Notlung in this contract sha11 constitute a waiver by the LESSOR of any statutory limits or exceptions on liability. viii) LESSEE shall place the insurance with responsible insurance companies authorized and licensed to do business in the State of Minnesota and approved by LESSOR, and shall deliver copies of the policies to LESSOR on the date of LESSEE'S execution of tlus agreement. The policies required in pazagraph (7) shall be endorsed to indicate that the insurer cannot cancel or change the insurance without first giving the LESSOR thiriy (30) days' written notice. ix) Insurance limits shall be subject to the tort claims liability limits as set forth in chapter 466 of Minnesota Statutes. c) Waiver of Subroeation. LESSOR waives its right of subrogation for damage to the Building, contents therein, loss of use thereof, and/or loss of income, up to the amount of insurance proceeds collected. LES3EE waives its right of subrogation for damage to property in the Leased Premises, loss of use thereof, loss of income and/or accounts re- ceivable, up to the amount of their respective insurance proceeds collected. The parties sha11 notify their respective insurance companies, in writing, of the pmvisions of this paragraph; and, if either cannot waive its subrogation rights, such party shall immediately notify the other party, in writing. 8) Cancellation or Termination. This lease shall be subject to cancellation and tennination by LESSOR at any time during the term hereof by giving the LESSEE notice in writing at ninety (90) days, (thirty (30) days for leases with a term of one (1) year or less or any month-to-month tenancies) prior to the date when such ternvnation shall become effective. In the event of such ternunation, and on the effective date of such ternunation, LESSOR shall return any unearned rental paid by the LESSEE without interest. 9) Notice. All notices herein provided to be given, or that may be given by either party to the other, sha11 be deemed to have been fully given when served personally on LESSOR or LESSEE, or when made in writing and deposited in the United States Mail, certified and postage prepaid, and addressed to the LESSEE at the address stated on page (1) and to the LESSOR at the Real Estate Division, 25 W. 4'�' St, 1000 City Hall Annex, Saint Paul, Minnesota 55102. The address to which the notice shall be mailed may be changed by written notice given by either party to the other. Nothing herein sha11 preclude the giving of such address change notice by personal service. �7-a-� 10) Assi¢nment and Sublettin¢. LESSEE shall not assign or sublet this I.ease without the written consent of the LESSOR, which consent must be obtained prior to the execution of any agreement to sublease the Leased Premises. 11) Maintenance and Renairs. LESSEE shall, at its own cost and expense, be responsible for all repairs, maintenance and upkeep of the Leased Premises, including but not limited to emergency repairs of any kind; routine maintenance and repair to keep the Leased Premises in good repair, safe and in compliance with applicable fire, health, building and other life-safety codes; and all repairs and maintenance needed to keep the buildings or struchues on the Leased Premises in good condition, including (a) the exterior (including windows and doors) and interior structure of the buildings or shuctures, (b) the roof or roofs, (c) the heating, ventilating and air conditioning systems therein, (d) all electrical, plumbing, lighting, mechanical systems, fire suppression equipment, i.e. fire sprinkler system; and (e) all grounds, fences and roads within the Leased Premises. The foregoing obligations shall bind the LESSEE regazdless of the cause of the damage or condition necessitating the repair or maintenance. 12) Payments in Case of Default. LESSEE sha11 pay LESSOR all costs and expenses, including reasonable attorney's fees in any action brought by LESSOR to recover any rent due and unpaid hereunder, or for the breach or default of any of the covenants or agreements contained in this Lease, or to recover possession of said properry, whether such action progresses to judgment or not. 13) Surrender of Premises. The LESSEE, at the expiration oF said term, or any sooner termuiation of this lease, shall quit peacefully and surrender possession of said property and its tenant buildouts and trade fixtures to LESSOR in as good order and condition as the property was delivered to the LESSEE. LESSOR reserves the right to accept tenant buildouts and trade fixtures, ar LESSEE must remove them. 14) Indemnitv. The LESSEE agrees to indemnify, defend, save and hold harmless the City of Saint Paut and any agents, officers and employees thereof from all claims, demands, actions or causes of action of whatsoever nature or chazacter, arising out of or by reason of the Lease of the herein described Leased Premises by the LESSOR to the LESSEB, or the use or condition of the Leased Premises or as a result of the operations or business activities taldng place on the Leased Premises. It is fully understood and agreed that LESSEE is awaze of the conditions of the Leased Premises and leases the same "as is." 15) Holdover. Any holdover after the expiration of the term of this Lease shall be allowed only after receiving the written consent of the LESSOR. Said tenancy shall be deemed to be a tenancy oniy from month-to-month. All other terms and conditions of this Lease shall be applicable. 16) Pollution and Contaminants. LESSEE agrees to comply with all ordinances, laws, rules and regulations enacted by any governmental body or agency relating to the control, abatement or emission of air and water contaminants and the disposal of refuse, solid wastes or liquid wastes. LESSEE shall beaz all costs and expenses arising from compliance with said ordinances, laws, rules, or regulations and shall indemnify, defend, save and hold hazmless LESSOR from all liability, including without limitation, fines, forfeitures, and penalties arising from the failure by a�-�� LESSEE to comply with such ordinances, laws, rules or regulations. LESSOR has the right to perform cleanup and charge the LESSEE as Additional Rent for such costs should the LESSEE fail to comply. 1'� Controllin¢ Lease. In the event there is any prior existing lease or rental agreement between LESSEE and LESSOR (or its predecessor in interest) covering the subject property, it is agreed and understood that this Lease sfiall cancel and temunate any prior leases or rental agreements as of the effective date of this lease. 18) Destruction. In the event of damage to or destruction of the Leased Premises or in the event the premises becomes untenable or unfit for occupancy due to such damage during the term of this Lease, LESSOR may at its option: a) teiuuuate the lease upon fi8een (15) days' written notice to LESSEE; or b) within fifteen (15) days agree to restore the premises within a reasonable time period following the casualty, chazging the costs in excess of the insurance proceeds, if any, to the LESSEE as Additional Rent; or c) may direct that LESSEE promptly restore the Leased Premises to substantially the condition existing immediately prior to such damage or destruction, and for that purpose, if such damage or destruction was caused by perils insured against the LESSOR shall make available to LESSEE pro-rata, as work progresses, the net proceeds of such insur- ance. If such proceeds aze insufficient to pay the entire cost thereof, LESSEE agrees to pay as Additional Rent, a lump sum payment (or in a form agreed upon by the LESSOR) equal ta the remainder of such cost. The Basic Rents to be paid during the restorarion period shall be abated in proportion to the percentage of loss and impairment of the use of the I,eased Premises as determined by the LESSOR, times the number of days of loss or impairment. 19) Events of Default. The occurrence of any of the following events during the term of this Lease shall constitute an event of default by the LESSEE: a) the filing of a petition to have LESSEE adjudicated banlmipt or a petition for reorganization or arrangement under any laws of the United States relating to banlQUptcy filed by LESSEE; b) in the event a petition to haue LESSEE adjudicated bankrupt is filed against LESSEE, the failure to dismiss such petition within ninety (90) days from the date of such filing; c) the assets of LESSEE or of the business conducted by LESSEE on the Leased Premises be assuxned by any trustee or other person pursuant to any judicial proceedings; d) LESSEE makes any assignment for the benefit of creditors; e) the failure by LESSEE to rimely pay Basic Rent or Additional Rent as required by this a�—� Lease; � the failure by LESSEE to observe and perform any covenant, condition or agreement on its part to be observed or performed as required by this Lease; or g) the failure by LESSEE or its surety to dischazge, satisfy or release any lien or lien statement filed or recorded against the Leased Premises withiu sizty days after the date of such filing or recording, whichever date is eatlier. It is an express covenant and agreement of LESSOR and LESSEE that LESSOR may, at its election, terminate this Lease in the event of the occurrence of any of the events described in ttris paragraph or in paragraph (22) relating to liens by giving not less than ten days' written notice to LESSEE; and when so terminated, LESSOR may reenter the Leased Premises. This Lease and its Leased Premises shall not be treated as an asset of LESSEE'S estate. It is further expressly understood and agreed that LESSOR shall be entitled upon such reentry, notwithstanding any other provision of ttris Lease, to exercise such rights and remedies as aze provided in Pazagraph (24) of this Lease. 20) Comnliance with Laws. The property described herein may be used for only the purposes stated herein. It is the sole and exclusive responsibility of the LESSEE in the use of the property to comply with all laws, rules, regulafions or ardinances imposed by any jurisdiction affecting the use to which the property is proposed to be put. Inability or failure by the LESSEE to comply with any of said laws, rules, regularions or ordinances will not relieve the LESSEE of the obligation to pay the rental provided herein. 21) Non-Discrimination. The LESSEE for himself, his personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant mm�ing with the land, that a) no person, on the ground of race, color, national origin, religion, sex, fanuly status, disability, receipt of public assistance, sexual orientation, marital status, creed or age shall be excluded from participating in, be denied the benefits of or be otherwise sub- jected to discrimination in the use of said facilities; b) that in connection with the construction of any improvements on said lands and the fiunishing of services thereon, no discrimination shall be practiced in the selecfion of em- ployees and contractors, by contractors in the selection and retention of first tier subcontractors, and by first-tier subcontractors in the selection and retention of second-- 6er subcontractors; c) that such discrimination shall not be pracriced against the public in its access in and use of the facilities and services provided for public accommodarions (such as eating, sleep- ing, rest and recreation) constructed or operated on the Leased Premises; and d) that the LESSEE shall use the premises in compliance with all other requixements imposed pursuant to the Saint Paul Legislative Code Chapter 183. 7 o�-�� 22) Liens. The LESSEE shall not pernrit mechanic's liens or othez liens to be filed or established or to remain against the Leased Premises for labor, materials or services furnished in connection with any additions, modifications, improvements, repairs, renewals or replacements made to the Leased Premises, or for any other reason; provided that if the LESSEE shall first notify the LESSOR of its intention to do so and shall deposit in escrow with the LESSOR a sum of money or a bond or irrevocable letter of credit acceptable to the LESSOR equal to the amount of the claim of lien, LESSEE may in good faith contest any such claims or mechanic's or other liens filed ar established and in such event may permit the items contested to remain undischazged and unsatisfied during the period of such contest. If, in the opinion of the LESSOR, the nonpayment of any such items subjects the I.eased Premises to any loss or forfeiture, the LESSOR may require the LESSEE to use the escrow account to prompUy pay all such unpaid items and if LESSEE fails to pay from the escrow account, the LESSOR may pay and chazge the LESSEE as Additional Rent. 23) Eminent Domain. In the event the entire Leased Premises are taken by eminent domain, or such portion thereof is so taken that in LESSEE'S reasonable judgment it is uneconomic thereafter to restore the Leased Premises and proceed under the terms and provisions of this Lease, LESSEE may terminate this Lease by giving to LESSOR. thirty days' written notice of termination, effective as of the date on which the condemning authority acquires legai title or physical possession of the Leased Premises. LESSEE hereby waives and releases any claim to or shaze in the Awazd of Compensation for the taking, notwithstauding any other provision of law, this Lease or any other agreement. LESSEE may to the extent otherwise permitted in the eminent domain proceeding, remove its own trade fixtures at its own expense. 24) Default Remedies. In the event an Event of Default occurs under paragraph (19) of this Lease, LESSOR may exercise any one or more of the following remedies: a) reenter and take possession of the Premises without ternrination of this Lease, and use its best efforts to ease the Premises to or enter into an agreement with another person for the account of LESSEE; b) terniinate this lease, exclude LESSEE from efforts to lease the Premises to or enter ini with applicable law; possession of the Premises, and use its best o an agreement with another in accordance c) exclude LE5SEE from possession of the Premises, with or without terminating this Lease and operate the Premises itself; d) terminate the Lease, exclude LESSEE from possession of the Leased Premises, sell all or any part of the Premises at the best price obtainable (provided such sale is pernutted by applicable law,) such sale to be on such terms and conditions as the LESSOR, in its sole discretion, shall detemune and apply the proceeds of such sale less any expenses thereof for the account of the LESSEE. e) fl exercise any remedies availabie to it under the Minnesota Uniform Commercial Code; take whatever action at law or in equity may appear necessary or appropriate to collect o7—ay the Basic Rent and Additional Rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the LESSEE under this Lease. g) in exercising any of its remedies set forth in this Section, the LESSOR may, whether or not the Lease is then in effect, hold the LESSEE liable for the difference between the payxnents and other costs for which the LESSEE is responsible under this Lease. No remedy herein conferred upon or reserved to LESSOR is intended to be exclusive of any other available remedy or remedies, but each such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or thereafter existing at law or in equity by statute. No delay or omission to exercise any such right or power accruing upon any default shall impair any such right or power or sliall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the LESSOR to exercise any remedy reserved to it in tlus Provision, it sha11 not be necessary to give any notice, other than such notice as may be herein expressly required. 25) Default of Pavment. LESSEE agrees that, should it default on any payment owing and due to be paid to LESSOR as provided in ttus agreement, including but not limited to Basic Rent and Additional Rent, then the remaining unpaid balance shall, at the option of the LESSOR, ixnmed- iately become due. Said LESSEE further agrees that the LESSOR may, at its option and without norice to LESSEE, enter judgment against LESSEE in Ramsey County District Court for the amount of the unpaid balance. And LESSEE does hereby confess judgment in the amorxnt of the unpaid balance due upon default, and does authorize the LESSOR to enter judgment as provided above. LESSEE does hereby agree that the LESSOR, at its option, may enter a judgment, at any rime within one year of the time the last payxnent shall have come due, for the fixll amount of the unpaid balance due pursuant to the confession of judgment provided herein. 26) Alterations. The LESSEE will not make any alterations to the premises without the written consent of the LESSOR, such consent not to be unreasonably withheld. If the LESSEE desires to make any such alterations, an accurate description shall fust be submitted to and approved by the LESSOR and such alterations shall be done by the LESSEE at its own expense. All such work shall be performed under the LESSOR'S supervision and any impmvements made to the Leased Premises at the LESSEE'S expense shall become the property of the LESSOR at the end of the Lease period. LESSEE agrees that all alterations will be done in a workmanlike manuer and in conformance with applicable building codes, that the structural integrity and building systems of the building will not be impaired, and that no liens will attach to the premises by reason thereof. 2'n Amended. Anything herein contained to the contrary not withstand'mg, tlus Lease may be terminated, and the provisions of this Lease may be, in writing, amended by mutual consent of the parties hereto. a� — a-y IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year in this I,ease first above-written. LESSOR: � Mayor ��J "�""` � City Clerk �i � , Director — Office of inancial Services City Attc�n� (Form Approval) �� \ LESSEE: {I��i�cc.�> Its Its Depaztment Director . . , . . � + . . � `�'�� . �� . �:. . .. ►. - • . � . -� - \ . . . . . . . . .. ; � � . . __ . . ,� _ .� . . . .- . . - � . _ • J . . � . . . � ��C' t' . ' J _ . • � • � . 2 � � � �, — �. . � ._ � C � �. • .� • � ..O �� . � . -� :� � � ". . .. � 'L, �1 ; _ - • 3 . � '-� ' � �� . . � . � ` ✓ :�. . .. _ . . . . . . , .. 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" . �z/aa i �N3W33�1'Jtl 3St131 0 }. ��`d„ 118 �� . - . - r P� � � C�1i p S-�� Authority (C.F. or A.O.) _LEASE NO ��' - CS/39 FILVANCE DEt"I'. LE1�SE bi0 DATE r�sso� CITY OF SAINT PAUL __ _ _ _ _ CITY DEPAEY1hII�7P DEPARTMENT OF COMMIJNITY SERVICES __ �'.SS�' �lU 1�ANE SOCTETY OF RAMSEY COUNTY ____ ADDRESS 1�15 Beulah Lane,�St. Paul 55108 ialTNESSEl'H +` ��ili�n • �� s,_ �—� � f c� r�} �L - - " CIIY OF SAINT PAUL REAL PROPERTY LEASE AGf�EEh'EIVT RECOtsDED Q�! � E B 6 1992 � � �� C r ,� � CI-i � � ... � n ^ =e � ,.� ; 'y C+r_=t..- c> �a cry.. �� r� �� —+ o-.F;, �..; � � ftf � p �' %. C7 � � D C3 -i � N �� That the LESSOR, in consideration of the payment oF the rent hereinafter specified to be paid by the L�SS�E, and the covenants and aqreements herein contained, does hereby lease, demise and let unto LESSEE. PRFMISES ADDRFSS 1115 Beulah_Laae -----l--`--l--.---------------- r�A� DFSCRIP'PION (I�jCi�INAE`I'II2 REL'ERR�� ZU AS Ti� "I,EASEp PRET�I2SFS") The North 142 feet of the South 413.6 feet of the East 128 feet of the West 627 feet of the Northwest 1/4 of the Northeast 1/4 of Section 27, Township 29 North, Range 23 West nC� � � ' � y �� -� � _��`�� ►�..�.�� ` � �� - _ , �� : ..,_� , D7-� 26366 See r^,xhibit "A" Plan or Map of leased area which is incor herein by this reference. TYPE OF Pfd�PF.f2TY (VACADFr LAD7p/BUILDING) SQUARE �Tx7PAGE Buildin used as an ani shelter �� r:R;�n iMOrrrxs/Y�s> 30 �ars _ CQ�IMFI�X�ING DATE �anuarv 1� 1985__ F.DIDI�G DATE December 31, 2015 This lease is subject to the following covenants and agreements by LESSEE. COV�,NANPS AND AGRF.f�3�1II�PPS BY LESSEE (1) Purpose and Use. The premises shall be usxi and a:cupied by LFSSEE for the Eollowing purpose: A�animal_shelter -------------------------,--------- and for no other purpose aithout the prior written consent of i,ESSOR. (2) Rent. Rent shall be paici in advance, on the first day of each and every payment 1 thereafter as indicated in tt�e Payment Schedule beluw: ZCYPAL R�,T7I' PAYMI:�'�T SCHEIXJLG During Lease �rm (hk�nthly/Annually - Co��nnencing Date -$ peY Perio9) S1 and other valuable consi TESSEE shall make a11 payments to LESSOR at the following address: Denartment of Community Se rvices, 30 0 City Hall Annex, St. Paul, MN 55102 The applicable account number for CITY FINPNCE ACCOUcPPING �DE IS: (3) ZNSURANCE Rr,QUIREMENT. LESSEE shall maintain during the term of this lease and up�n the leased premises certain insurance coverage which is descri'r�ed as follaas: (a) WORKERS' CCt�ENSATION insurance with covezage not less than the statutory limits arr3 employers liability insurance with limits of not less than: __ 51,000,0 PEIt ACCIDF,�VP � 0 7— �cf. zs�ssel (b) CQ�iP1�3�'VSIVE GE'i�L LIA3ILITY insurance including blankec contractual liability coverage and personal lia- bility coverage with a combined single limit of not less than: 51. 000 000 PER OC(-'URRENC� Sucn insurance shall (1) name the City of Saint Paul, its elected and appointed officers as additional insureds; (2) be primary with resoect to any IPSSOr's insurance or self-insurance pra�ram and (3) contain a standard cross liability provision (c) PROPEF�PY I�SURANCL including fire, ext2nded coverage and all-risk insurance covering the demised premises and a11 property located herein belonging to LFSSOR, in an amount equal to 90� of the full replacement and reconstruction cost of the property. The am�unt as indicated below is the amount of coverage agreed to by the parties at the inception of tnis lease. Such policy sha11 be on a replacement cost basis, with permission to replace at any site. The amount of insurance shall be increased to an amount equal to 90� of the full replacement and reconstruction cost of the premise on every annual anniversary date of this lease. Whenever requeste3 by LESSOR, LESSEL sna11 procure an appraisal �f the leased premises from an appraiser approved by LLSSOR, and the new appraisal amount shall then become the new basis for insurable value. The p�licy will be issued in the name of LESSOR with loss payable to L,ESSOR and T.RSSEE as their respective interests may appeac. PER OCCURRINCE With respect to property losses not covered by insurance, it shall be the responsibility of the LESSEE to pay all costs to repair or replace the damaged property with like kind and within a reasonable time. The LFSSEE sha11 be responsible for the insurance p�licy deductiole amount as stated in the Property Insurance policy for the leased premises. (d) The policies required in this section shall name Lc^SSOR, and any persons, firms or corporations designated by LESSOR as an insured, and shall contain a clause that the insurer cannot cancel or change the insurance without fiYSt yivin9 �he LFSSOR 30 days' prior written notice. The insurance shall be placed witn insurance eompanies approved by L�SSOR and copies of the p�licies sha11 be delivered to LESSOR on the date of LESSOR'S execution of this agreement. The policies shall also indicate that coverage shall not be invalid due to any act or � a7-� 2636681 omission on the part of the LESSOR. If suci� ooLicies are not received promptly, tne L�.SSOR shall at its option terminate the lease or place the insurance itself and bi11 the LGSShr. for the cost of coverage as additional rent. It is specifically understood and agreed that a11 of tne proceeds of such insurance policies sha11 belong to and be payable to the LFSSOK, and LFSS�E as their interests may appear. Zf for any reason any of the insur�nce hereunder is void, the LESSEE is res�nsible to the LLL,SSOR tor any uninsured loss. (4) Rent and Ocher Payments and Right of Entry. LESSEE shall pay LESSOR said rent as hereinat�ve provided, and in addition thereto, shall pay when due as additional rent, a11 water, electric, gas and other lighting, heating and power rents, all taxes general or special, a11 oublic rates, dues, charges of whatever natuce and s��.ecial assessments of every kind whic� sha11 become due and oayable upon said real estate or improvements thereon during the term of the lease. (Nothinq he�ein shall prohibit LESSEE from reasonably contesting the levy of any such tax). At all tirnes during the term of this lease, the LESSOR shall have the right, by itself, its agents and employees, to enter into and upon the leased oremises duriny reasanable business hours for the purpose of examininy and inspecting the same. r � �; 1� (6) Notice. All notices herein provided to b2 yiven, �r which may be given by either party to the other, shall be deemed to nave been fully given when served personally on LESSOR or LESSEE, or when made in writing and deposited in the United States Mail, certified and postayz prepaid, and addressed to the LESSEE at the address stated on page 1 and to the LESSOR, at the Division pf Valuations, Rea1 Estate Section, 218 City Hall, St. Paul, Minnesota 55102. The address to which the notice sha11 be mailed may be changed by w*itten notice given by either party to the other. Nothiny herein shall preclude the giving of such address change notice by personal service. (7) Assignment and Subletting. LESSEE shall not assiyn or sublet this lease without the written consent of the LESSOR. �L � �� 2636681 (3) Repairs, Alterations and Maintenance. It is s�cifically agreed and understood that LESSEE shall not make or cause any improvements or repairs to or on said oremises of any nature whatscever without the written consent of tne LESSOR LESSEE hereby specifically covenants and agrees to maintain tne premises in good otder and condition at his own cost and expense. (9) Payments in Case of Default. LESSEE snall oay 7�ESSOR a11 costs and expenses, incLuding ceasonable attorney's fees in any action brought by LESSOR to recover any r�nt due and unpaid hereunder, or for the breach or default of any of the covenants or agreements containerl in this lease, or to recover possession of said oroperty, whether such action progresses to judgment or not. (10) Surrender of Premise. The LESS�L, at the ex�iration oL said term, or any sooner termination of this lease, sha11 quit peacefully and surrender p�ssession of said property and its appurtenances to LESSOR in as good order and condition as the property was delivered to the L�,SSEE. (11) Indemnity. The LESSE� indemnifies, defends, saves and holds harmless the City of Saint Paul and any agents or employees thereof from a11 claims, demands, actions or causes of action of whatsoever nature or character, arising out of or by reason of the lease of the herein described premises by the I,essor to the Lessee or the condition of the premises or as a result of the operations or business activities taking place on the premises. It being fu11y understocd and agreed that LESSEE is aware of the conditions of the leased premises and leases the same "as is". ;12) Hold over. Should the LESSEE hold over after the expiration of the term of this lease with the consent of the I.ESSOR, express or implied, said tenancy sha21 be deemed to be a tenancy only from month to month, subject otherwise to all of the terms and conditions of this lease so far as applicable. (13) Pollution and Contaminants. LESSEE agZees to comply with a11 ordinances, laws, rules and regulations enacted by any governm2ntal ba3y or agency relating to the control, abatement or emission of air and water contaminants and/or the disp�sal oF ref�se, solid wastes oc liquid wastes. L,ESSEE sha11 bear a11 cost and expense arising L compliance with said ordinances, laws, rules, or regulations and sha11 indemnify, defend, save and hold harmless LESSOR from all liability, including without limitation, fines, forfeitures, and penalties arising in connection with the failure by LFSSEE to comply with such ordinances, laws, rules or regulations. (14) Controlling Lease. In the event there is any prior existiny lease or rental agreement between LFSSEE and LFSSOR (or its predecessor in interest) covering the subjecE property, it is agreed and understood that this lease shall cancel and terminate said prior lease or rental agreement as of the effective date of this lease. (15) Destruction. In the event of damage to or destruction of the Leased Premises or any part thereof during the term of this iease, LESS� � o�- �� 2636�a1 shall promptiy restore the i,eased Premises to substantialty the concition existing immediately Qrior to such damage or destruction, and for that purpose, if such damage or destruction was caused by oerils insured against the i:ity of Saint Pau1 shall make availaole to LESSL� pro rata, as work progresses, the net proceeds of sucn insurance. If sucn proceeds are insufficient to pay the entire cost thereof, LESS�,: ugrees to pay the temainder of sucn cost. There shall be no abatements of the rents becoming due and payable hereunder during the pericd of restoration. (16) Bankruptcy or Insolvency. Any of the foliowing events occurring during the term of this lease shall constitute a default by the 'LESS�: (a) a petition to have LF,SSEE adjudicated bankrupt or a petition for reorganization or arrangement under any laws of the United States relating to bankruptcy be filed by LESSE�: (b) a i .�etition to have LESSPE adjudicated bankrupt be filed against LESSEE and not be dismissed within ninety (90) days from the date of suc� filing: (c) the assets of L�.SSEE or of the business cond�cted by LESSEE on the Leased Premises be assumed by any trust2e or other oerson pursuant to any judicial proceedings; or (d) LESSEE ;nakes an assigriment for the i>enefit of creditors. It is an express covenant and agreement of LESSOR and LESSEE that LESSOR may, at its e1e^tion, terminate this Lease in the event of the occurrence of any of the events in this Artic],e described, by giving not less than ten (10) days' written notice to LESSEG; and when so terminated, LESSOR may reent2r the Leased Premises. The Lease shall not be treated as an asset of LESSE�'S estate. Zt is further expressly understood and agreed that Lr^SSOR shall be entitled upon such reentry, notcvithstanding any other provision of this Lease, to exercise such rights and remedies as are provided in Defaults/Remedies Section of this Lease. (17) Compliance with Laws. The property desccii�ed herein may be use3 for only the purposes stated herein; however, it is the sole and exclusive responsibility of the LESSEE in the use of the property to comply with any and a11 laws, rules, regulations or ordinances imp�sef.l Dy any jurisdiction affecting the use to which the property is proposed to be put. Inability or failure on the part of the LESSEE to comply with any of said laws, rules, regulations or ordinances will not relieve the LESSEL of the obligation to pay the rental provided herein. (18) Non-Discrimination. The LESSEE for himself, his personal representacives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a �rovenant running with the land, that (1) no person, on the ground of race, sex, color, handicapped condition or national origin shall be excluded from participation in, be denied ttie benefits of, o: be otherwise subjected to discrimination in the use of said facilities, (2) that in connection with the construction of any improvements on said lands an3 the furnishing of services thereon, no discrimination shall be practiced in the selection of employees and contractors, by contra�tors in the selection and retention of 0 °�` �� 2636��1 first-tier subcontractocs, and by first-tier subcontractors in tne selection and retention oi second-tier subcontractors, (3) CI13L suco 3iscrimination sha11 not ce practiced against the public in their access in and use of the facilities and services nrovided for public accommodations (such as eating, sleeoing, rest, recreation, and vehicle servicing) construct� or operated on, over, or under the peace of the rignt-of-way, and (4) that the LESSEE snall use the premises in compliance with a11 otnec cequirements imposed pursuanc to Title VI of the Civil Riyhts Act of 1964, and Title 49, Cede of Federal Regulations, Part 21, Administrative Ca9e 133.04 and as said regulations may ce a�ended. That in the event of breach of any of the above nondiscrimination covenants, the City sha11 have the ri9ht to terminate the lease and to re-enter and repossess said land and the facilities thereon, and build the same as if said Lease had never been made or issued_ (19) Liens. The LE'SSEE shall not permit mechanic's liens or other liens to be filed or established or to remain against the leased premises for labor, materials or services furnished in connection with any additions, modifications, improvements, repairs, renewals or replacements made to the leased premises, or for any other reason, provided that if tl�e :,ESSEE; sha11 first notify the LESSOR of its intention to do so and shall deposit in escrow with the LESSOR a sum of money or a bond or irrevocable letter of credit acceptable to the LESSOR equal to the amount of the claim of lien, it may in gocd faith contest any such claims or mechanic's or other liens filed or established and in such event may permit the items contestcd to remain undischarged and unsatisfied during the L �eriod of sucn contest. If, in the opinion of the L�SSOR, the nonpayment of any such items subjects the leased premises to any loss or forfeiture, the LESSOR may require the LFSSEE to use the escrow account to promptly pay all such unpaid items. (20) Eminent Domain. In the event the entire Lease3 Premises ace taken by eminent domain, or such portion thereof is so taken that in LESSEE'S reasonaole judgement it is uneconomic thereafter to restore the Leascd Premises and proceed under the terms and provisions of this Lease, L�SS�E may terminate this Lease by giving to LESSOR thirty (30) days' written notice of termination, effective as of the date on which the condemning authority acquires legal title or physical possession of the Leased Premises. The total award made in such eminent domain proceedings sha11 be paid to LFSSOR who snall disburse the proceeds thereof as follows: (a) First to I.F_SSOR an amount equal to the sum of the follaaing: (i) A11 costs incurred by LESSOR in connection with the eminent domain proceedings, including but not being limited to attorney's fees and expert witness fees; and (ii) An amount equal to that portion of the award attributable � °��f 26366�?� to the land and improvemer.t taken as distinguished from the LESSEE'S improvements. (b) Second, to LFSSL'E, al1 sums remaining after making the payments provid�cl foc in (a) aoove_ (21) Amended. Anything herein contained to the contrary notwithstanding, this lease may be terminated, and the orovisions oE this lease :nay be, in writing, amended by rnutual consent of the parties herein. DEFAULT REP4EDZES Failure by LFSSEE to observe or perform any of the covenants and agreements provided herein shall constitute a 32fault. In such event LESSOR may exercise any one or more of the follaaing remedies: (1) reenter and take possession of the Premises without termination of this lease, and use its best efforts to lease the premises to, or enter into an agreement with, another person for the account of L,�aSOR; (2) terminate this lease, exclude LESSEE from possession of the Premises, and use its best efforts to lease the Premises to, or enter into an agreement with, another in accordance with applicable law; (3) exclude LESSEE from possession of the Premises, with or without terminating this lease and operate tne Premises itself; (9) terminate the Lease, exclude LESSEE from poss2ssion of the Premises, sell all or any part of the Premises at the best price obtainable (provided such sale is permitteci by applicable 1aw), such sale to be on such terms and �nditions as the LFSSOR, in its sole discretion, shall determine and apply the proceeds of such sale less any expenses ti�ereof for the account of the LESSEE; (5) exercise any remedies available to it under the �linnesota Uniform Comnercial Code; (6) take whatever action at law or in equity may appear necessary or appropriate to collect the rent and additional rent then due and thereafter to become due, or to enforce petformance and observance of any obligation, agreement or covenant of the LESSEE under this Lease. (7? in exercising any of its remedies set forth in this Section, the LESSOR may, whether or not the Lease is then in effect, hold the LESSEE liable for the diffzrence between the payments and other costs for which the 7,RS.G is responsible under this T,ease. (8) no remedy herein conferred u or reserved to LESSOR is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to ev2ry other remedy given under this lease or naa or thereafter existing at 1aw or f' , ° 7 " �� 2636681 in equity by statute. ?�io delay or omission to exercise any rigat or p�wer accruing upon any default shall iiapair any sucn right or power or shall ba construed to oe a waiver therzof, but any such right and power may be exe�cised from time to time and as often as may 6e dee�ned 2xpedient. In order to entitle the LESSOR to exercise any remedy reserved to it on this Provision, it sha11 not be necessary to give any notice, other than such notice as may be herein expcessly required. L � �� 26366�1 Tfi^c FOLLOWING SPACE BELOW IS PROVIDED FOR AhIY ADDITZONAL PROVISIONS OR �iJZRII"�FPS. D� f 263668i IN WI7NESS WHE[tF�F, the parties hereto have sec their hands and seals the day and year in this lease first above written. LESSOR - CITY OF SAZNT PAUL r�o �� / � � .�.a� . ./ �I�/ �i5al'3r�w� u �� : a. u. � _ � i �/ �. �. ..,�� r^,�vGLIITr'1 Pvt. CISNEROS NOTARY PUoLIC — �J1NN�SOTA ' RAMScY COUNTY ....—�:,...T.n�raeTlna 27. 9E30 �r1a1.0{'�cN� (LFASE) CG� V 1/ i,ESSOR IQ(7PARY �� a �- y 26366 STATE OF MI_NS'tSOTA ) ) ss. COUNPY OF RAMSEY } The foregoing instrument was acknowledg� beEore me this �� day �s��rv�`S��rc�.� +� � L �c-F; —�`q of , 19�, by Gees-ge �atinr�r, Mayor of �ne Cit f Saint Paul, a municipal corporation of the State oi ylinnesota, on behalf of said City of Saint Pau1. �rssro+..�N . SNANNON M. JOHNSON ---+�''� �(�� '�3t � NO7ARYPUBLIC �" Y-�-G�—L\hY=,_ + ' ��,�-,�''—� 9�� RAMSEY COUNTY i.z �� ;''� r My Commission Ezpires June 7, 1991 Notary Public Tne foregoing instrumemnt was acknowledlyled before me this �� day of , 19_�, by A1Dert Olson, City C1erk of the City of S int Paul, a municipal corporation of the State of i�iinnesota, on behalf of said City of Saint Paul. ,axec� TRUDY M. i-iOELZEL � �--�"°"'� � .��_�� NOTARV PUBLIC — MINNESOTA A'��F RAfv1SEY GOUNTY --�----- s � tary lic �'�q,�..� My Commission Exp�res Oct. 15. 1980 The foregoing instrument was acknowledged before me this �� day of ��t.� , 19�, by Peter Hames, Director of Finance and Management Services of the City of Saint Pau1, a municipal corporation of the State of Minnesota, on behalf of said City of Saint Paul. 4nJ+nlJ �nnMnnMMMi�M.MhAMAnMM1, r 6. .3J:��.^. kT4�'v�'rEa�i�=. ��S.tt� "��:; n� rnzv w��a�:.—rt; ,�raKa=a � �'"'�° � xa:°�;s�r coun�rr �� k;Y CGh7r.R. FXP;P,fS R9AY 3, 7996 s vwwvvwtn�nn�.nvw�rvvw,nr�nMVV.rn c i��(a_ " _ Q�Q Notary Public `� / � r�ss�. r�ar� STATE OF MINIT'rS(YPA ) ) ss. COUNTY OF RAf+ISEY ) 2636681 The foregoing instrument was acknowledged before me this �_ day of_ Ds�m Pr _ , 19_�_, by _Stanley_ J Patrick J. Roon�_and Ronald C. Evans ________�_�,_ its president. SF s�_�� G'�� Not y Public ~ � �. �. �a :1��='°.� .R'i�� pw ' u.b _v�:i - NOTARY PLuLtC— R 't.' RAi:S$cYCC5i}.�"iy My Commi:sion Fxpires 8-19-90 � .. . i _ � e��,�� . �� ' � �`�� !/ t.� �ae-.,�-� �� .,..-2 �r�t,/ �S�i6�' �� . .. : .,_; �.:....:..; . . - ' � - -` � f 0 �-o? 2636681. - . ' � '.. . � _ _ . . —" � ` • ♦ w ' � � � /--� =-'-=� -- . -- 76�f3.12 .� -- - — - _, . . _ . ) �� .... .. � - . . . 's;t...: . . . . - W _ y . 1 . • �i�Cl -� • � [� ! / Y L� . - ,_ . ..... . . . . . ... __ .... ..._:1.-r . . - .. " . . slY S. f � • ,:. 1 � ' . . • . ,. .. _ " - � . O . . ._ G K �• _ . �. � . .. � + � r . J � � ^J. � 1 ' �' � . . .� A - F � E 3 E � Iy � �i �L � I _ � !�� -----� ``' O +` �' � �° . � LJ i � z�� `:` ,_. � � � \�— -�- � C� 1 � • W � a , I 1 I � , ,; . �� - � -� ti �' 4= � —� —C i � �, (1"t �U `� � ,_ ,yy �. .+_^'_ i %G— � � P �� I ❑ --' � .r !a � ... . ..._.... ....._ �T� U 4� 0 L AN�' x , 7... ! � �