08-425Council File # 6�' T ` �
Green Sheet # 3oSZ3�Z
OF
Presented
RESOLUTION
NT PAUL, MINNESOTA
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1 WHEREAS, the City of Saint Paul, the "Tenant," and 375 Jackson Courtly LLC and 375 Jackson
2 Willow LLC, the "Landlord," have reached an agreement for the City of Saint Paul, Department of Safety
3 and Inspections, to build out and lease space at 375 Jackson Street in the City of Saint Paul, the "Building,"
4 for ten (10) years as depicted on the map accompanying the sample lease attached hereto; and
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6 WHEREAS, the sample lease reflects all material agreements between Tenant and Landlord
7 regarding the space to be leased and the rent to be paid for that space; and
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9 WHEREAS, the Department of Safety and Inspections is in the process of determining the best
10 financial structure for the build out and move; now therefore be it
11
12 RESOLVED, that the proper City officials are authorized and directed to enter into a ten-year lease
13 agreement with Landlord for the Building commencing September 15, 2008; and be it further
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Absent Requested by Departme� oE
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Stark 1 / B y' \ �'
Thune ✓ Appioy�i,by City Atf iney
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Adopted by Council: Date y��,/1J� Approv by Ma or f r ubmi � t �uncil
Adoprion Certified by Coun il Secretary $y;
BY� !/ ///A �� //i%/ � G � ! S . U �� /� �
Approved ly�f o. Date / 3��3
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By: ��-��
RE50LVED, the prior to entering into the lease agreement, the Department of Safety and
Inspections shal] obtain approval from the Council and Mayor regarding the financial structure for the
build out and move; and be it finally
RESOLVED, that the funding for the lease payments is 320-33351-xxxx.
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
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$� --Dep� of Safety & luspeceons I 14APR-OS
ConWct Person & Phone:
Jean B for �ave Nelson
266-8866
Doc. Type: RESOLUTION W!$ TR4NSAC
E-Document Required: N
Document Contad:
ConpctPhone:
y
Assign
Number
For
Routing
Order
TotalffiofSignaturePages �� � kClipAllLOCationsforSignature)
Green Sheet NO: 3052372
Q tofSaf '&I 'oas
1 eptofSafety&Inspectious DeparfinentDirector �
2 ivancialServices ceFinancialServices�
3 ' Attorne � Chad SfaW
4 or's OfGce 111a or/Assistant
5 ouncil C" Couocil
6 Clerk Ci Clerk
CONSENT AGENDA. Authorize and direct proper City officials to execute a ten-yeaz lease for DSI at 375 Jackson, per attached
sample lease.
Pianning Commission 1. Has Nis person(firtn ever worked under a contraet Sor this depariment?
GIB Committee Yes No �
Civil Service Commission 2. Has ihis person/firtn ever been a aty employee?
Yes No
3. Does this personlfirm possess a skill not normatly possessed by any
current city employee?
Yes No
Erzplain all yes answers on separete sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
DSI needs new office space since current lease expires Oct 31, 2008.
AdvanYages If Approved:
DSI gains relatively permanent office space adequate for current and future use.
Disadvantages If Approved:
None foreseen.
Disadvanfages If NotApproved:
DSI will have to continue looking for space, possibly less convenient aad more expensive.
-- Transaction: $3,101,994.00
Funding Source: 320-33351-XXXu
Financial Information:
(Explain)
Activity Number.
CostlRevenue B�dgeted:
April 15, 2008 9:34 AM Page 1
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375 JACKSON STREET BUILDING
OFFICE LEASE
THfS LEASE is entered into and made as of the day of Aprii, 2008, by
and between 375 Jackson Courtly LLC, a Minnesota limited liabitity campany, and
375 Jackson Willow LLC, a Minnesota limited liability company, hereinafter called
"Land�ord", and City of St. Paul, a municipal corporation, hereinafter "Tenant "
Landlord, in consideration of the rents and covenants hereinafter set forth,
does hereby demise, let and lease to Tenant and Tenant does hereby hire, take and
lease from Landlord on the terms and conditions hereinafter set forth the following
described space, hereinafter called the "Premises", to have and to hold the same,
with all appuRenances, unto Tenant for the term hereinafter specified.
DESCRIPTION OF THE PREMISES
The Premises consists of apQroximately 32,851 rentable square feet of space
(the "Rentable Area") as shown on the floor plan attached as Exhibit "A," which is
referred to as the "third filoor and second floor," located at 375 Jackson Street in the
City of Saint Paul, County of Ramsey, State of Minnesota (hereinafter calted the
"Building"). 7he Building is located on the land legally described on Exhibit "B"
attached hereto and made a part hereof.
2. TERM
The term of this Lease (the "Term") shall be for a period of ten (10) years and
zero {0) months, commencing on September 15, 2008 (the "Commencement Date")
and ending on September 14, 2018 {the "Expiration Date"), unless this Lease shatl
be sooner terminated as hereinafter provided.
3. RENT
For purposes of this Paragraph 3, rent ("RenY'), the following definitions shall
apply:
(i) "tease Year" shali mean the twelve-month period beginning on the
Commencement Date and each anniversary thereof. If the Commencement Date
occurs on other than the first day of a month, the first partiai month shall be incluiied
in the first Lease Year.
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Rent shall be payable in monthly instaliments as provided above, in advance, on or
before the first day of each and every month throughout the Term; provided,
however, that if the Commencement Date shall be a day other than the first day of a
calendar month or the Expiration Date shali be a day other than the last day of a
calendar month, the Rent installment for such first or last fractional month shali be
pro-wated a�cordingty. TenanYs obligation to pay Rent is a separate and independent
covenant and obligation. Tenant shali pay all Rent and other sums of money as shall
become due from and payable by Tenant to Landlord under this Lease at the times
and in the manner provided herein, without abatement and without notice, demand,
set-off or cou�terclaim. '
(b) Service Charae. Tenant's failure to make any monetary payment
required of Tenant hereunder vvithin five (5) days of the due date therefore shall
result in the imposition of a service charge for such late payment in the amount of
ten percent (10%) of the amount due. In addition, any sum not paid within thirty (30)
days of the due date therefore shall bear interest at a rate equal to the greater of
eighteen percent (18%) or the prime rate plus two percent (2%) per annum (or such
lesser percentage as may be the maximum amount permitted by law) from the date
due until paid.
(c) Rental Adiustments. The annuai rent and monthly rent provided for in
paragraph (a) shall be adjusted ("Rent AdjustmenY') for years 3-10 for payment to
Landlord of the unpaid balance for Tenant Improvements together with interest at a
rate equal to seven,percent (7%) per annum. In addition thereto, in the event the
total cost of Tenant improvements exceeds the sum of $920,000.00 and Tenant
elects not to pay such excess, then the amount thereof shali be payable i� equal
monthly installments over years 3-10 of this Lease.
4. SECURITY DEPOSIT
(a) Landlord initially waives the requirement that Tenant pay a security
deposit to Landlord. If at any time during the Term, Tenant fails to pay any
installment of Rent or any other charges required to be paid to Landiord hereunder
and such failure continues beyond the period given to cure such default as set forth
{a) Rent. Tenant shall pay to Landlord, at the address listed betow in
Paragraph 24, Rent for the Premises in the foliowing sums: �
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in Paragraph 18(a) hereof, Landlord may by notice to Tenant require the immediate
deposit as a security deposit of a sum equal to two (2) months' of fhe then Rent for
the Premises (the "Security Deposit"). Such deposit shaA be hetd as security for the
performance and observance by Tenant of all of its obligations under the te�ans,
conditions and covenants of this Lease throughout the 7erm of this Lease, provided
however, if no other Tenant defaults occur during the twenty-four (24) month period
after Tenant makes the Security Deposit, Landlord shall refund the same to Tenant.
If Tenant pertorms and observes all of the terms, cronditions and covenants of this
Lease which are required to be performed and observed by it, Landlord shall retum
fhe Security Deposit, or balance thereof then held by Landlord, to Tenant (within
thirty (30) days) after the Expiration Date or after Tenant surrenders possession of
the Premises, whichever is later. In the event of a default by Tenant in the payrnent
of Rent or the performance or observance of any of the other ferms, conditions or
covenants of this Lease, then Landlord may, at its option and without notice, apply all
or any part of the Security Deposit in payment of such Rent or to cure any other such
default; and if Landlord does so, Tenant shall, upon request, deposit with Landlord
the amounf so applied so that Landlord Will have on hand at all times throughout the
Term of this Lease the full amount of fhe Security Deposif. Landiord shall not be
required to hold the Security Deposit as a separate account, but may commingle it
with Landlord's other funds. The use, applicatian or retention of the Security
Deposit or any portion thereof by Landlord shall not prevent Landlord from exercising
any other right or remedy provided by this Lease or by law (it being intended that
Landford shatl not first be required to proceed against the Security Deposit) and shall
not operate as a limitation on any recovery to which Landlord may othenvise be
entitfed.
(b) In the event of a safe or any other transfer of the Buifding, Landiord
sfia{I have the right to transfer the Security Deposit to its purchaser and Landiord
sha{i thereupon be released by Tenant from all responsibility for the return of such
deposit; and Tenant agrees to look solely to such purchaser for the return of such
deposit. In the event of an assignment of tfiis Lease, the Security Deposit shall be
deemed to be held by Landford as a deposit made by the assignee, and tandlord
shatl have no further responsibility for the return of such deposit to the assignw.
5. TENANTIMPROVEMENTS
Landlord shali construct certain tenant improvements ("Te�ant
Improvements") to the Premises in accordance with the schematic drawings and
specifications atYached to this Lease, made a part hereof and marked Exhibit "D" and
the Work Letter attached to thls Lease, made a part hereof and marked Exhibit "H "
6. DELIVERY OF POSSESSION; ADJUSTMENT OF TERM
(a) Earlv Deliverv of Possession. Landlord expects that it will have the
Tenant Improvements substantially completed and the Premises ready for delivery to
7enant on or before the "Commencement Date." Tenant shall not be obligated to �pay
Rent or the Rent Adjustment until the Commencement Date.
(b) Late Deliverv of Possession. If Landlord determines that it will be
unabie to substantiafiy complete the Tenant Improvements and have the Premises
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ready for occupancy by the Commencement Date for delays caused by its
contractor, Landlord shalt give Tenant written notice to that effect, and, thereafter,
the Commencement Date shall be postponed to the date upon which Landlord
completes the Tenant Improvements. In the event of such postponement, the Term
of this Lease shali remain the same, but the Expiration Date shatl be e�ctended for
the same number of days the Commencement Date was postponed; TenanYs
obligation to pay Rent shail be postponed for a like number of days, and Landlord
shall not be liable to Tenant for any loss or damage resulting from delay in delivering
possession of the Premises to Tenant.
(c) TenanYs Acceptance of the Premises. Upon delivery of possession of
the Premises to Tenant, as hereinbefore provided, Tenant shall give Landlord an
Estoppe{ Letter, in the form attached to this Lease and made a part hereof and
marked Exhibit "G", signed by an officer or principai of Tenant acknowledging (i) the
original or revised Commencement Date and Expiration Date of this Lease, and (ii)
that Tenant has accepted the Premises for occupancy and that ihe condition of the
Premises, including the Tenant Improvements constructed thereon, and that the
Buiiding was at the time satisfactory and in conformity with the provisions of this
Lease in all respects, except for any defects as to which Tenant shall give written
notice to Landlord within thirty (30) days after Landlord has delivered possession of
the Premises. Landlord shall, as promptly thereafter as is reasonably possible,
correct all such defects. Tenant's Estoppel Letter, fully executed, shall be attached to
and made a part of this executed Lease. A certificate signed by Landlord's architect
stating that such improvements were substantially completed in accordance with
such plans and specifications shali be conclusive and binding upon Tenant.
7. USE OF THE PREMISES
(a) Specific Use. The Premises sha�l be occupied and used exclusively for
general office purposes and for purposes incidental thereto and shali not be used for
any other purpose.
(b) Covenants Reqardina Use. In connection with its use of the Premises,
Tenant agrees to do the following:
(i) Tenant shall use the Premises and conduct its business ther,�on
in a safe, carefui, reputable and IawFul manner; shall keep and maintain the
Premises in as good a condition as they were when Tenant first took
possession thereof and shall make all necessary repairs to the Premises, other
than those which Landlord is obligated to make as provided elsewhere herein.
(ii) Tenant shatl not commit, nor allow to be committed, in, on or
about the Premises or the Building, any act of waste, including any act which
might deface, damage or destroy the Building or any part thereof; use or permit
to be used on the Premises any hazardous substance, equipment or other
thing which might cause injury to person or property or i�crease the danger of
fire or other casualty in, on or about the Premises; permit any objectionabie or
offensive noise or odors to be emitted from the Premises; or do anything, or
permit anything to be done, which would, in Landtord's opinion, disturb or tend
to disturb other tenants occupying leased space in the Building.
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{iii) Tenant shall not overload the floors of the Premises beyond
their designed weight-bearing capaeity. Landlord reserves the rigfit to d'irect
the positioning of all heavy equipment, furniture and fixtures which Tenant
desires to place in the Premises so as to distribute properly the weight thereof,
and to require the removal of any equipment or fumiture which exceeds the
weight fimit specified herein.
(iv) Tenant shall not use the Premises, nor allow the Premises to be
used for any purpose or in any manner which would, in Landford's opinion,
invalidate any policy of insurance now or hereafter carried on the Building or
increase the rate of premiums payable on any such insurance policy. Should
Tenant fail to comply with this covenant, Landlord may, at its option, require
Tenant to stop engaging in such activity or to reimburse Landlord, as additional
rent, for any increase in premiums charged during the term of this Lease on
the insurance carried by Landlord on the Premises and attributable to the use
being made of the Premises by Tenant.
(c) Gomaliance with Laws. Tenant shall not use, or permit the use of, any
part of the Premises for any purpose prohibited by law. Tenant shall, at TenanYs sole
expense, comply with all laws, statutes, ordinances, ruies, regulations and orders of
any federal, state, municipai or other governmental agency thereof having
jurisdiction over and relating to the use, condition and occupancy of the Premises,
except that Tenant shall not be responsible for or required to make structural repairs
to the Building or the Premises unless, in the case of the latter, they are occasioned
by its own use of the Premises, or neg{igence.
(d) Compliance with Buildinct Rules and Requlations. Rules and
regulations governing the use and occupancy of the Premises and ait other leased
space in the Buiiding have been adopted by Landlord for the mutual benef+t and
protection of all tenants In the Building. Tenant shall comply with and conform to the
rules and regulations currently in effect, which are attached to this Lease and made
a paR hereof and marked Exhibit "F:' Landlord shall have the right to change such
rules a�d regulations or to make new rules and regutations from time to time in any
manner that it deems necessary or desirable in order to insure the safety, care and
cleanliness of the Building and the preservation of order therein. Any such
amendments to the rufes and regulations shalt be set forth in writing and shati be
given to Tenant, who shall thereafter comply with and cottform to the same.
(e) Compliance with Zoninq. Tenant knows the character of its operation in
the Premises and that app{icabie zoning ordinances and regu{ations are of public
record. Tenant shail have sole responsibility for its compliance therewith, and
TenanYs inability so to comply shall not be cause for Tenant to terminate this Lease.
8. UTILITIES AND OTHER BUILDING SEI2VICES '
(a) Services to be Provided. Landiord shail furnish Tenant, between the
hours of 8:00 a.m. and 6:00 p.m. on Monday through Friday and 8:00 a.m. and 1:00
p.m. on Saturday of each week, except on legal holidays and except as noted below,
with the following utilities and other Building services to the extent considered by
Landlord to be reasonably necessary for TenanYs comfortable use and occupancy of
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the Premises for generai office use, or as may be required by faw or directed by
governmental authority:
(i) Heating, ventifation and air conditioning;
(ii) Electricity or lighting and operating business machines and
equipment in the Premises and the common areas and facilities of the
Building; �
(iii) Water for lavatory and drinking purposes;
(iv) Automatic elevator service;
(v) Cleaning and janitorial service, including the supplying and
installing of paper towels, toilet tissue and soap in common washrooms on
Monday through Friday of each week except legal holidays;
(vi) Washing of interior and exterior windows at intervals established
by Landlord;
(vii) Replacement of all lamps, bulbs, starters and ballasts used in
common areas of the Building;
(viii) Cleaning and maintenance of the common areas and facilities of
the Building and the walks, driveways, parking lots and landscaped areas
adjacent to the Building, including the removal of rubbish and snow; and
(ix) Repair and maintenance of the Building and certain systems
within the Premises to the extent specified in Paragraph 10(a) hereof.
(b) Additional Services. If Tenant requests any other uUlities or Buildirtg
services in addition to those identified above, or any of the above utilities or Building
services in frequency, scope, quality or quantities greater than that which Landlord
determines are norma{ly requ+red by other tenants in the Bui{ding for general office
use, then landlord shall use reasonable efforts ta attempt to furnish Tenant with
such additional utilities or Building services. In the event Landlord is able to and does
fumish such additional utilities or Building services, the cost thereof shall be borne by
Tenant, who shall reimburse Lartdlord monthly for the same as provided in
Paragraph 8(d) hereof.
if any lights, machines or equipment (includ'fng, but not limited to computers)
used by Tenant in the Premises materiaily affect the temperature othen�oise
maintained by the Building's air conditioning system, Landiord shall have the right to
Instalf any machinery or equipment which Landlord considers reasonabiy necessary
in order to restore the temperature balance between fhe Premises and rest of the
Building, inciuding that which modifies the Building's air conditioning system. All
costs expended by Landiord to install any such machinery and equipment and any
add'+tional cost of operation and maintenance occasioned thereby shall be borne by
Tenant, who shall reimburse Landlord for the same as provided in Paragraph 8(d)
hereof.
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Tenant shail not install nor connect any electrical machinery or equipment
other than the business machines and equipment typicaily used for general office
use by tenants in office buitdings comparable to the Building (a personal computer
being an e�campte of such typical elecVical equipment) nor any water-cooled
machinery or equipment without Landlord's prior written consent. If Landlord
determines that the machinery or equipment to be so installed or connected exceeds
the designed load capacity of the Building's electrica� system, or is in any way
incompatible therewith and wiil materially affect utility costs, then Landlord shail have
the right, as a condition to granting its consent, to make such modifications to any
utility system or other parts of the Suilding or the Premises, or to require Tenant to
make such modifications to the equipment to be installed or connected, as Landlord
considers to be reasonably necessary before such equipment may be so installed or
connected. The cost of any such modifications shali be bome by Tenant, who shall
reimburse Landlord for the same {or any portion thereof paid by Landtord) as
provided in Paragraph 8(d) hereof. �
Landlord shall have the right, at its sole cost, to instaN meters or submeters to
measure the amount of electricity consumed, from time to time, in the Premises. In
such event, Tenant shall pay, as additional rent, charges for all utility services
consumed in the Premises and measured by any such meters or submeters as the
same are billed to Tenant from Landlord from time to time; provided, the cost of such
services shall not exceed the rate that Tenant would pay for comparable services if
purchased directly from the utility supplying such services. If Landlord chooses to so
meter or submeter the Premises, during the period that such meters or submeters
are operating, Tenant shall have no obligation to pay, as part of Operating
Expenses, the cost of electricity consumed in the Premises or any other occupied
premises in the Building.
(c) Interruption of Services. 7enant understands, acknowledges and
agrees that anyone or more of the utilities or other Buiiding services identified above
may be interrupted by reason of accident, emergency or other causes beyand
Landlord's controf, or may be discontinued or diminished temporarily by Landlorcl or
other persons until certain repairs, alterations or improvements can be made; that
Landlord does not represent or warrant the uninterrupted availability of such utifities
or Building services; and that any such interruption shall not be deemed an eviction
or disturbance of TenanYs right to possession, occupancy and use of the Premises
or any part thereof, or render Land{ord liable to Tenant in damages by abatement of
Rent or otherwise, or relieve 7enant from the obligation to perform its covenants
under this Lease, provided, however, that if the services described in Paragraph 8(a)
are fnterrupted, such interruption continues for more than three (3) cronsecutive
business days and restoration of such services is reasonabiy within La�dlord's
control, Tenant may, to the extent the Premises are rendered untenantable, abate
payment of Rent and Rent Adjustment payment from the time of interruption until
such services are restored.
(d) Pavment for Utilities and Buildinq Services. The cost of additional
utilities and other Building services furnished by Landlord at the request o4 Tenant or
as a result of TenanYs activities as provided in Paragraph 8(b) hereof shali be bQrne
by Tenant, who shall be separately bilfed therefore and who shall reimburse and pay
Land{ord monthly for the same as additional rent, at the same time the next monthiy
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installment of Rent and other additionaf rent is due. Tenant agrees to give
reasonable advance notice, in writing, to Landlord of its request for additional
services.
(e) Enerav Conservation. Notwithstanding anything to contrary in 'this
Paragraph 8 or elsewhere in this Lease, Landlord shall have the right to institute
such policies, programs and measures as may be necessary or desirable, in
Landford's discretion, for the conservation
services, or as may be required to comply
regulations, whether mandatory or voluntary.
9. SIGNS
and/or preservation of energy related
with any applicable codes, rules and
Tenant shail not inscribe, paint, affix or display any signs, advertisements or
not+ces on or in the Buiiding or in the Premises and visible ftom outside the
Premises, except for such tenant identification information as Landlord at its own
discretion permits to be included and agrees to install on the directory board in the
main lobby and on the tenant access doors to the Premises. Subject to Landlord's
review and reasonable approval, Tenant may install at its expense a sign on the
exterior of the Building and directional signs for the parking area on the north side of
the Building. ,
70. REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND
FIXTURES
(a) Repair and Maintenance of Buildinct. La�dlord shall keep and maintain
in good order, condition and repair the roof, exterior and interior ioad-bearing walls
(including any piate glass windows comprising a part thereof), foundation, basement,
the common a�eas and facilities of the Building and the electrical, plumbing, heating,
ventilation and air conditioning systems serving the Premises and other parts of the
Building, except that the repair and maintenance of any electrical, plumbing, heating,
ventitation and air conditioning components which have been instatled in the
Premises pursuant to the provisions of Paragraph 8(b) hereof shall be the
responsibility of Tenant. 7he cost of all non-capitalized repairs required to be made
by Landlord shall be an operating expense of the Building unless made necessary by
the negligence, misuse or defaul# of Tenant, Its employees, agents, customers or
i�vitees, In which event they shall be borne by Tenant, who shall be separately billed
and shall reimburse Landlord for the same as additional rent. �
(b) Repair and Maintenance of Premises. Except as provided in Paragraph
10(a) hereof, Tenant shall, at its own expense, keep and maintain the Premises in
good order, condition and repair at all times during the Term, and Tenant shall
promptly repair alt damage to the Premises and replace or repair al! damaged or
broken fixtures, equipment and appurtenances with materials equa! in quality and
class to the original materiais, under the supervision and subject to the approval of
Landlord, and within any reasonable period of time specified by Landlord. If Tenant
fails to do so, Landlord may, but need not make such repairs and replacements, and
Tenant shall pay Landlord the cost thereof, including Landlord's Costs, forthwith
upon being billed for same. As used in this Lease, the term "Landlord's Costs" shall
mean fifteen percent {15°fo) of any costs or expenses paid by Landlord, i� order to
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reimburse Landlord for all overhead, general conditions, fees and other costs and
expenses arising from Landlord's actions or involvement.
(c) Alterations or Imorovements. Tenant shall not make, nor permit to be
made, alterations or improvements to the Premises, unless Tenant obtains the prior
written consent of Landiord thereto. If Landlord permits 7enant to make any such
alterations or improvements, Tenant shail make the same in accordance with all
applicabie iaws and building codes, in a good and workmanlike manner and tn
quality equal to or better than the original construction of the Buildirig and shall
comply with such requisements as Landlord considers necessary or desirable,
including without limitation the provision by Tenant to Landford with security for the
payment of all costs to be incurred in connection with such work, requirements as to
the manner in which and the times at which such work shall be done and the
contractor or subcontractors to be selected to perform such work and the posting
and reposting of notices of Landlord`s non-responsibility for mechanics' liens. Tenant
shall promptly pay all costs attributable to such alterations and improvements and
shall indemnify, defend and hold harmless Landlord from and against any
mechanic's liens or other liens or claims filed or asserted as a result thereof and
against any costs or expenses which may be incurred as a result of building code
violations attributable to such work. Tenant shall promptly repair any damage to,the
Premises or the Building caused by any such alterations or improvements. Any
alterations or improvements to the Premises, except movable office furniture and
equipment and trade fixtures, shall at Landlord's election, eithe� (i) become a part of
the real#y and the property of Landiord, and shail not be removed by Tenant, or (li)
be removed by Tenant upon the expiration or sooner termination hereof and any
damage caused thereby repaired at TenanYs cost and expense. In the event Tenant
so fails to remove same, Landlord may have same removed, and the Premises so
repaired, at TenanYs expensa. At Landlord's election, Landtord and Landlord's
architect, engineers or contractors shaft have the right to supervise afi construction
operations within the Premises, and Tenant shail prompriy pay Landlord the cost ofi
such supervision.
(d) Trade Fixtures. Any trade fixtures instalied on the Premises by Tenant
at its own expense, such as movable partitions, counters, shelving, showcases,
mirrors and the like may, and, at the request of Landlord, shall be removed on the
Expiration Date or earlier termination of this Lease, provided that Tenant is not then
In default, that Tenant bears the cost of such removal, and further that Tenant repair
at its own expense any and all damage to the Premises resulting from the original
Installation of and subsequent removal of such trade fixtures. If Tenant fails so to
remove any and all such trade fixtures from the Premises on the Expiration Date or
earlier termination of this Lease, all such trade fixtures shall become the property of
Landlord uniess Landiord elects to require their removai, in which case Tenant shall
promptly remove same and restore the Premises to their prior co�dition. ln the event
Tenant so faifs to remove same, Landlord may have same the removed and the
Premises so repaired to its prior condition, at Tenant's expense. ,
(e) Wirinq and Cablin4. At landlord's option, any other wiring or cabling
lorated tn the Premises or installed by Tenant in the Premises or in shafts, ducts or
portions of the Common Areas shall be removed by Tenant at 7enanYs expense on
or before the Expiration Date or earlier termination of this Lease. Pursuant to
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Paragrapfi 2.C. of the Work Letter, Landlord shall deiiver the Premises with no
existing sets of voice and data wiring or cabli�g. If Tenant fails to remove any such
wiring or cabling, Landlord may have the same removed at Tenant's expense.
(fl Storefront. ff the Premises includes storefront glass entrances or walls
at or near public spaces in the Building, Tenant must have specific approval by
Landlord of all colors and materials for floorcovering, wailcovering, fumiture, open
landscape partitions, and artwork prior to instaf{ation.
(g) Reserved Riqhts. Landlord reserves the right to decorate and to make,
at any time or times, at its own expense, repairs, alierations, additions and
improvements, structural or otherwise, in or to the Premises, the Buildittg or part
thereof, and to perform any acts related to the safety, protection or preservation
thereof, and during such operations to take into and through the Premises or any
part of the Building aIl materiaf and equipment required and to close or temporariiy
suspend operation of entrances, doors, corridors, elevators or other facilities,
provided that Landlord shall cause as little inconvenience or annoyance to Tenant as
is reasonably necessary in the circumstances, and shall not do any act which
permanently reduces the size of the Premises. Landlord may do any such work
during ordinary business hours provided however, if such work would unreasonably
disrupt TenanYs use of the Premises, Landlord shall perform such work after hours
and pay for overtime and any other expenses incurred for such work.
11. FIRE OR OTHER CASUALTY; CASUALTY INSURANCE
(a) Substantial Destruction of the Buildinq, lf the Building should be
substantially destroyed (which, as used herein, means destruction or damage to at
least seventy-five percent (75%) of the Building) by fire or other casualty, either party
hereto may, at its option, terminate this Lease by giving written notice thereof to the
other party within thirty (30) days of such casualty. In such event, the Rent shali be
apportioned to and shall cease as of the date of such casualty. If neither party
exercises this opfion, then the Premises shail be reconstructed and restored, at
Landiord's expense, to substantially the same condition as they were prior to the
casualty.
(b) Substantial Destruction of the Premises. {f the Premises should be
substantially destroyed, or rendered wholly untenantable for the purpose for which
they were leased, by fire or other casualty and the Buiiding is not substantialiy
destroyed as provided above, ihen the parties hereto shall have the following
options:
(i) Tenant may require that the Premises be reconstructed and
restored, at Landlord's expense, to substantially the same condition as they
were prior to the casualty, except for repair or replacement of TenanYs
personal property, equipment and trade fixtures, which shall remain TenanYs
responsibility. This option shal{ be exercised by Tenant giving written notice to
Landlord within thirty (30) days after the date of the casualty, and upon the
exercise thereof Rent shail be abated from the date of the casualty until
substantiai completion ofi the reconstruction of the Premises, whereupon this
Lease shall co�tinue in fuli force and effect for the balance of the Term upon
the same terms, conditions and covenants as are contained herein. If this
10
a�'�f�
option is not so exercised by Tenant, Landlord shalf then have the right and
option, to be exerciseti within thirty (30} days following the expiration of
TenanYs option period, by the giving of written notice to Tenant, ta reconstruct
and restore the Premises to substantially the same condition as they were
prior to the casualty or, Landlord, at its option, shall make available
reasonably comparabte space in the Suiiding to accommodate Tenant. In
either such event, this Lease shall continue In full force and effecf for the
balance of the Term upon the same terms, condi6ons, and covenants as,are
contained herein; provided, however, that the Rent shall be abated from the
date of tfie casualty until substan#ia! completion of the reconstruction of the
Premises or notice by Landlord that comparable space is ready for Tenant to
occupy. If Landlord fails to exercise either of these aforementioned options,
this Lease shall be terminated as of the date ofi the casualty, to which date
Rent shall be apportioned and shall cease.
(ii) If the casualty occurs during the Iast twelve (12) months of the
Tettn, either party shalf have the right and option to terminate its Lease as of
the date of the casualty, which option shall be exercised by written notice to
be given by either party to the other party within thirty (30) days therefrom. If
this option is exercised, Rent shall be apportioned to and shall cease as of the
date of the oasvalty.
(c) Partial Destruction of the Premises. If the Premises should be rendered
partfally untenantable for the purpose for which they were leased (which, as used
herain, means such destruction or damage as woutd prevent Tenant from carrying
on its business on the Premises to an extent not exceeding forty percent (40%) of Its
normal business activity) by fire or other casualty, then such damaged part of the
Premises shall be reconstructed and restored, at Landlord's expense, to substaniiafly
the same condition as it was prior to the casualty; Rent shall be abated in the
proportion which the approximate area of the damaged part bears to the total area in
the Premises from the date of the casuaity until substantial completion of the
reconstruction repairs; and this Lease shatl continue in futl force and effect for the
balance of the Term. Landlord shal( use reasonable diligence in completing such
reconstruction repairs, but In the event Landlord falls to complete the same wi$iin,
two hundred (200} days from the date of the casualty, Tenant may, at its option,
terminate this Lease upon giving Landlord written notice to that effect, whereupon
both parties shall be released from ail further obligations and liability hereunder.
(d) Casualtv lnsurance. Landlord shall be responsible for insuring and
shall at all times during the Term carry, as an Operating Expense of the Bui{ding, a
policy of insurance which insures the Building, including the Premises, against loss
or damage by fire or other casuaity (namely, the perils against which insurance is
afforded by the standard fire insurance policy and extended coverage endorsement);
provided, however, that tandlord shatl not be responsible for, and shall not be
obligated to Insure against, any loss or damage to personal property (including, but
not limited to, any furniture, machinery, equipment, goods or supplies) of Tenant or
which Tenant may have on the Premises or any trade fiixtures instailed by or paid for
by Tenant on the Premises or any additional improvements wh+ch Tenant may
construct on the Premises. If Tenant's operation or the Tenant improvements
instalied by Landlord pursuant to the provisions of Paragraph 5(a) hereof or ,any
11
o� �µ��
alterations or improvements made by Landlord pursuant to the provisions ofi
Paragraph 10(c} hereaf are substantial{y different from the Tenant lmprovements
described In Exhibit "D" and result in an increase in the premiums charged during
the Term on the casualty insurance carried by Landiord on the Building, then the
cost ofi such increase in insurance premiums shaif be borne by Tenant, who shall
reimburse La�dtord for the same as additional rent after 6eing billed therefore.
Tenant shall at all times during the Term, carry, at its own expense, pro�Lerty
insurance covering its personal property, trade fixtures instailed by or paid for by
Tenant or any additional improvements which Tenarrt may construct on the Premises
which coverage shall be no less than eighty percent (80%) of repiacement value.
Tenant shall aiso carry business interruption Insurance on such terms as shall be
reasonably satisfactory to Landlord. Tenant shall furnish Landlord with a certificate
evidencing that such coverages are in fufl force and effect.
(e) Waiver of Subroqation. 4andlord and Tenant hereby release each other
and each other's employees, agents, customers and invitees from any and ali liaBility
for any loss, damage or injury to property occurring in, on or about or to the
Premises, improvements to the Building or personal property within the Building, by
reason of fire or other casualty which are covered by applicable standard �re and
extended coverage insurance policies. Because the provisions of this paragraph wiil
preclude the assignment of any claim mentioned herein try way of subrogaYion or
otherwise to an insurance company or any other person, each party to this Lease
shali give to each insurance company which has issued to it one or more policies of
fire and extended coverage insurance notice of the terms of the mutuaf releases
contained in this paragraph, and have such insurance policies properly endorsed, if
necessary, to prevent the invalidation of insurance coverages by reason of the
mutual releases contained in this paragraph.
12. GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE
(a) Except for the gross negligence or intentional misconduct of Landlord,
Landlord's agents, servants or employees, Tenant shall be responsible for, shall
insure against, and shall indemnify Landlord and hold it harmless from, any and all
liability for any loss, damage or injury to person or property, arising out of use,
occupancy or operations of Tenant and occurring in, on or about the Premises and
Tenant hereby releases Landlord from any and ail tiability for the same. 7enant's
obligation to indemnify Landlord hereunder shall include the duty to defend against
any claims asserted by reason of such loss, damage or injury and to pay any
judgments, settlements, costs, fees and expenses, including attorneys' fees, Incurred
in connection therewith.
(b) Tenant shali at ali times during the Term, at its own expense, for the
protection of Tenant, Landiord and Landiord's management agent, as their irtterests
may appear, a Certificate of Self-Insurance issued by the State of Minnesota. Such
Certificate of Seif-insurance shall include the Landlord, its agents and employees.
Tenant shall fumish Landford annuaNy with a Certificate of Self-{nsurance. Shoufd
the Tenant fail fo furnish Landlord with an annual Certificate of Self-tnsurance,
Landlord shall have the right to obYain insurance and collect the cost thereof from
Tenant as additional rent. TenanYs obligation to provide a Certificate of Self-
Insurance shall be deemed to be an additional obligation of the Tenant and shall not
12
68���i
be a discharge or limitation of TenanYs indemnity obligations contained in paragraph
12(a) hereaf.
(c) Except for the negligence or Intentional misconduct of Tenant, or
TenanYs agents, servants or employees, Landlord shall be responsible for, ghail
have the obligation to insure against, and shall indemnify Tenant and hold It
harmless from, any and all tiability for any toss, damage or injury to person or
property occurring in, on or about the common areas and facilities for the Building
and the walks, driveways, parking lot and landscaped areas adjacent to the Building.
Landlord's obligation to indemnify Tenant hereunder shall include the duty to defend
against any claims asserted by reason of such loss, damage or injury and to pay any
judgments, sett{ements, costs, fees and expenses, including attorneys' fees, incurred
in connection therewith.
(d) Landlord and its partners, members, affiliates, managers, agents,
servants and emptoyees shall not be liabfe for any damage to person, property or
business or resutting from the loss of use thereof sustained by Tenant or by any
other persons due to the Building or any part thereof or any appurtenances thereof
becoming out of repair, or due to the happening of any accident or event in or about
the Building, including the Premises, or due io any act or neglect of any tenant or
occupant of the Building or of any other person. This provision shall appiy
particulariy, but not exclusively, to damage caused by gas, eiectricity, snow, •ice,
frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of
pipes, faucets, sprinklers, plumbing fixtures and windows and shall apply without
distinction as to the person whose act or neglect was responsible for the damage
and whether the damage was due to any of the causes specificatly enumerated
above or to some other cause. Tenant agrees that all personal property located in
the Premises or upon �oading docks, receiving and holding areas, or freight elevators
ofi Building, shall be at the risk of Tenant only and that Landlord shall not be liable for
any loss or damage thereto or theft thereof. ,
13. EMINENT DOMAIN
If the whofe or any part of the Premises shall be taken for public or quasi-
public use by a governmental authority under the power of eminent domain or shall
be conveyed to a governmental authority in lieu of such taking, and if such taking or
conveyance shall cause the remaining part of the Premises to be untenantable and
inadequate for use by Tenant for the purpose for which they were feased, then
Tenant may, at its option, terminate this Lease as of the date Tena�t is required to
surrender possession of the Premises. If a part of the Premises shall be taken or
conveyed but the remaining part is tenantable and adequate for TenanYs use, then
this Lease sheii be terminated as to the part taken or conveyed as of the date Tenant
surrenders possession; Landlord shall make such repairs, a{terations and
improvements as may be necessary to render the part not taken or conveyed
tenantable; and the Rent shall be reduc� in proportion to the part of the Premises
so taken or conveyed. Ail compensation awarded for such taking or conveyance
sfiafl be the property of Landlord without any deduction therefrom for any present or
future estate of Tenant, and Tenant hereby assigns to Landlord alt its right, title and
interest In and to any such award. However, Tenant shall have the right to recover
from the governmental authority, but not from Landlord, such compensation as may
be awarded to Tenant on account of the interruption of Tenant's business, moving
13
b$ - �3 - �
and relocation expenses and depreciation to and removal of TenanYs trade fixtures
and personai property. `
14. LIENS
if, because ofi any act or omission ofi Tenani or anyone claiming by, through,
or under Tenant, any mechanic's {ien or other tien sha11 be fiied against the Psemises
or the Building or against other property of Landlord (whether or not such lien is valid
or enforceable as such), Tenant shall, at its own expense, cause the same to be
discharged of record within a reasonable time, not to exceed thirty (30) days after• the
date of fifing thereof, and shaN also defend and indemn'rfy Landlord and hold it
harmless from any and alt claims, losses, damages, judgments, settlements, cost
and expenses, including attorneys' fees, resulting therefrom or by reason thereof. If
such lien is not discharged of record within thirty (30) days after the date of fiiing
thereofi, Landlord, at its sote option, may take aii action necessary to refease and
remove such lien (without any duty to investigate the validity thereof} and Tenant
shall promptly upon notice reimburse Landlord for all sums, costs and expenses
(including reasonable attorneys' fees and Landlord's Costs) incurred by Landlord in
connection with such lien.
15. RENTAL, PERSONAL PROPERTY AND OTHER TAXES
(a) Tenant shall pay before delinquency any and all taxes, assessments,
fees or charges (hereinafter referred to as "iaxes"), including any sales, gross
income, rental, business occupation or other taxes, levied or imposed upon TenanYs
business operation in the Premises and any personal property or similar faxes levied
or imposed upon TenanYs trade fixtures, leasehold improvements or persOnal
property iocated within the Premises. In the event any such taxes are charged to the
account of, or are levied or imposed upon tfie property of Land{ord, Tenant shafl
reimburse Landlord for the same as additionai rent. Notwithsfanding the foregoing,
Tenant shall have the right to contest in good faith any such tax and to defer
payment, if required, until after Tenant's liability therefore is finaliy determined.
(b) If any Tenant Improvements, trade fi�ctures, alterations or
improvements or business machines an,d equipment located in, on or about.the
Premises, regardless of whether they are installed or paid for by Landlord or Tenant
and whether or not they are a�xed to and become a part of the reafty and the
property of Landlord, are assessed for real property tax purposes at a valuation
higher than that at which other such property in other leased space in the Building is
assessed, then Tenant shall reimburse Landlord as additional rent for the amount of
real property taxes shown on the appropriate county o�cial's records as having been
levied upon the Building or other property of Landiord by reason of such excess
assessed valuation.
16. ASSiGNMENT AND SUBLETTING
Tenant may not assign or otherwise transfer its interesf in this Lease or sublet
the Premises or any part thereof without the prior written consent of Landlord.
Tenant shail notify Landlord sixty (60) days in advance of its intent to transfer, assign
or sublet all or any poR+on of the Premises. {n the event of any such assignment or
subietting, Tenant shall nevertheless at all times remain fully responsible and liab(e
14
b8�+���
for the payment of Rent and the pertormance and observance of all of TenanYs other
obligations under the terms, condi6ons and covenants of this Lease. No assignment
or subletting of the Premises or any part thereof shall be binding upon Landlord
urtfess such assignee or subtenant shall deliver to Landlord an instrument (in
recordable form, ff requested) corrtaining an agreement of assumption of all of
TenanYs obligations under this Lease and landlord shaN execute a conserrt form.
Landlord agrees to be reasonabte in its consent, but Landiord may, at its sole
discretion, withhold its consent to a� assignment or sublease to any present tenant
of Landlord in the Property. Upon the occurrence of an event of default, if all or any
part of the Premises are then assigned or subiet, Landlord, i� addifion to any other
remedies provided by this Lease or by law, may, at its option, collect direcUy from the
assignee or subtenant all Rent becoming due to Landlord by reason of the
assignment or subletting, and Landiord shall have a security interest in all property
on the Premises to secure payment of such sums. Landlord, at its option, may also
recapture any sublet space in the event of default. Any collection by Landlord from
the assignee or subtenant shall not be construed to constitute a novation or release
of Tenant from the further perFormance of its obligations under this Lease. Any rents
received by Tenant from the assignment or subietting of the Premises which exceed
rents payabfe by Tenant hereunder shall be immediately paid to Landlord as
additional compensation. Landford shaif, at its option, have the right to recapture ati
or any part of the Premises Tenant proposes to assign or subiet upon notice from
Tenant of its intent to assign or such sublet part of the Premises. Landlord shafl have
the right to transfer and assign, in whole or in part, ail its rights and obfigations
hereunder and in the Building and all other property referred to herein, and upon
such transfer, the transferor shatl have no further lia6ility hereunder and Tenant shall
attorn to any such transferee.
17. SUBORDINATION OF LEASE TO MORTGAGES
This Lease is subject and subordinate to any mortgage, deed of trust or
similar encumbrance including ground or underlying leases presently existing or
hereafter voluntarily placed upon the Buiiding or the Premises, including ,any
renewafs, extensions or modifications thereof; and the recording of any such
mortgage, deed of trust or simifar encumbrance shaii make it prior and superior to
this lease regardless of the date of execution or recording of efther document
provided the mortgagee or trustee named in any such mortgage, deed of trust or
similar encumbrance agrees to recognize this Lease and TenanYs right heraunder in
the event of foreclosure, if Tenant is not i� default. Tenant shaA, at �andlord's
request, execute and deliver within five (5) days to Landlord, without cost, any
instrument which may be deemed necessary or desirable by Landlord to confirm the
subordination of this Lease; and if 7enant fails or refuses to do 50, Landlord may
execute such instrument in the name and as the act of Tenant. Tenant shall attorn to
any subsequent owner or transferee of the Building regardless of whether or not a
subordination agreement has been executed by Tenant.
18. DEFAULTS AND REMEDIES
(a) Defauft bv Tenant. The occurrence of anyone or more of the following
events shafl be a default and breach oT this Lease by TenaM: •
15
6g��2'�
(i) 7enant shall fail to pay any monthly installment of Rent or
additional rent or the Rent Adjustrnent within ten (10) days after the same
shall be due and payable.
(ii) 7enant shall fail to per�orm or observe any term, condition,
covenant or obligation required to be performed or observed by it under this
Lease for a period of thirty (30) days after notice thereof from Landiord;
provided. however, that if the term, condition, covenant or obfigation tq be
perFormed by Tenant is of such nature that the same cannot reasonably be
performed within such thirty-day period, such default shall be deemed to have
been cured if Tenant commences such performance within said thirty-day
period and thereafter diligently undertakes to complete the same, bui In any
event completes cure within one hundred twenty (120) days after notices from
Landlord.
(iii) Tenant shafl institute (by petition or otherwise) any bankruptcy,
reorganization, arrangement, adjustment of debt or any such proceeding shall
be instituted by petition or othenvise against Tenant and shall remain
undismissed for a period of thirty days (30 days), or TenanYs interest in this
Lease are attached or levied upon under execution and Tenant does not
discharge the same within ttiirly days (3Q days) thereafter; or
(iv) Tenant causes or permits a hazardous condition to exist on the
Premfses and fails to cure such condition immediately after notice thereof
from Landlord. ,
(b) Remedies of landford. Upon the occurrence of any event of defauit set
forth itt Paragraph 18{a) hereof, Landlord shaN have the following rights and
remedies, in addition to those allowed by law, anyone or more of which may
be exercised without further notice to or demand upon Tenant:
(i) Landlord may apply the security deposit or re-enter the
Premises and cure any default of Tenant, in which event Tenant shall
reimburse Landlord as additional rent for any costs and expenses which
Landford may incur to cure such default; and Landlord shall not be liable to
Tenant for any loss or damage which Tenant may sustain by reason of
Landlord's action, regardless of whether caused by Landlord's negligence or
otherwise.
(ii) Landlord may terminate this lease as of the date of such
default, in which event: (A) neither Tenant nor any person ciaiming under or
through Tenant shall thereafter be entitled to possession of the Premises, end
Tenant shalt fmmediately thereafter surrender the Premises io Landiord; (B)
Landlord may re-e�ter the Premises and dispossess Tenant or any other
occupants of the Premises by summary proceedings, ejectment or othervuise,
and may remove their effects without prejudice to any other remedy which
Landlord may have for possession or arrearages in Rent; and (C)
notwithstanding the termination of this Lease Landlord may either dec{are all
Rent which would have been due under this Lease for the balance of the
Term or exercised renewal period to be immediately due and payable,
16
G�-y�-��
whereupon Tenant shall be obligated to pay the same to Landlord, together
wiih all foss or damage which Landiord may sustain by reason of such
termination and reentry, or relet all or any part of the Premises for a term
different from that which wauld otherwise have constituted the balance of the
Term and for rent and on terms and cAnditions different from those cantained
herein, whereupon Tenant shall be obligafed to pay to Landlord as liquidated
damages the difference between the Rent provided for herein and that
provided for in any iease covering a subsequent reletting of the Premises, for
the period which would otherwise have constituted the balance of the Term,
together with all of Landlord's costs and expenses for preparing the Premises,
for reletting, inciuding all repairs, Tenant lmprovements, markeUng costs,
broker's and attomey's fees, and afi loss or damage which Landlord may
sustain by reason of such termination, re-entry and reletting, it being
expressly understood and agreed that the liabilities and remedies specified
above shall survive the termination of this Lease. ,
(iii) Landlord may terminate TenanYs right of possession of the
Premises and may repossess the Premises by unlawful detainer action, by
taking peaceful possession or otherwise, without terminating this Lease, in
which event Landtord may, but shail be under no obligation to, relet the same
for the account of Tenant, for such rent and upon such terms as shall be
satisfactory to Landlord. For the purpose of such reletting, Landlord is
authorized to decorate, repair, remodel or alter the Premises. lf Landlord fails
to so relet the Premises, Tenant shall pay to Landiord as damages a sum
equal to the Rent which would have been due under this Lease for the
balance of the Term or exercised renewal period as such rent shall become
due and payable hereunder from time to time during the Term. If the Premises
are relet and a su�cient sum shafl not be realized from such reletting after
paying ail of the costs and expenses of a{I decoration, repairs, remodeling,
alterations and additions and the expenses of such reletting and of the
collection of the rent accruing therefrom to satisfy the Rent provided for in this
Lease, Tenant shall satisfy and pay the same upon demand therefor from
time to time. Tenant shall not be entitled to any rents received by Landlord in
excess of the Rent provided for in this Lease.
(iv) Landlord may sue for injunctive relief or to recover damages for
any loss resulting from the breach.
Any agreement for an extension of the Term or any additional period
thereafter shall not thereby prevent Landlord from terminating this Lease for any
reason specified in this Lease. If any such right of termination is exercised by
Landlord during the Term or any extension thereof, Tenant's right to any further
extension shall thereby be automatically canceled. Any such right of termination of
Landlord contained herein shali continue during the 7erm and any subsequent
extension hereof.
(c) Default bv l.andlord and Remedies of Tenant. It shall be a default and
breach of this Lease by Landlord if it shall fail to perform or observe any term,
condition, covenant or obiigation required to be performed or observed by it under
this Lease for a period of thirty (30) days after notice fhereof from Tenant; provided,
17
/� /��l //
VV p <j
however, that if the term, condition, covenant or obtigation to be performed by
Landlord is of such nature that the same cannot reasonably be ¢erFormed within
such thirty-day period, such default shat! be deemed to have been cured if Landlord
commences such performance within said thirty-day period and thereafter diligently
undertakes to complete the same. Upon the occurrence of any such default, Tenant
may sue for injunctive relief or to recover damages for any loss resulting from the
breach, but Tenant shall not be entitled to terminate this Lease or withhold or abate
any rent due hereunder.
(d} Non-Waiver of Defaults. The failure or delay by either party hereto to
enforce or exercise at any time any of the rights or remedies or other provisions of
this Lease shall not be construed to be a waiver thereof, nor affect the validity of any
part of this Lease or the right of either paRy thereafter to enforce each and every
such right or remedy or other provisions. No waiver of any default and breach of'this
Lease shali be held to be a waiver of any other default or breach. The receipt of rent
by Landlord at a time after rent is due under this Lease shall not be construed as a
waiver of such default. The receipt by Landlord of less than the fuli rent due shall not
be construed to be other than a payment on account of rent then due, nor shall any
statement on Tenant's check or any letter accompanying 7enanYs check be deemed
an accord and satisfaction, and landlord may accept such payment without
prejudice to Landlord's right to recover the balance of the rent due or to pursue any
other remedies provided in this Lease. No act or omission by Landlord or its
employees or agents during the term of this Lease shall 6e deemed an acceptance
of a surrender of the Premises, and no agreement to accepf such a surrender sha�l
be valid unless in writing and signed by Landlord.
(e) Attornev's Fees. If Tenant defaults in the performance or observance of
any of the terms, conditions, covenants or obfigations contained in this Lease and
Landlord places the enforcement of all or any part of this Lease, the collection of any
rent due or to become due or the recovery of possession of the Premises in,the
hands of an attorney, or if Landlord incurs any fees or out-of-pocket costs in any
litigation, negotiation or transaction in which Tenant causes Landlord (without
Landiord's fault) to be involved or concerned, Tenant agrees to reimburse Landlord
for the attorney's fees and costs )ncurred thereby, whether or not suit is actually filed.
ff Landlord defauRs in the performance or observance ofi any of the terms,
conditions, covenants or obligations contained in this Lease to be performed by
Landlord and Tenant prevails in any action cammenced to so enforce this Lease,
Landiord agrees to reimburse Tenant for TenanYs reasonable attorneys' fees and
costs incurred thereby. '
19. [intentionally omitted]
20. ACCESS TO THE PREMISES
Landlord, its employees and agents and any mortgagee of the Building shall
have the right to enfer any part of the Premises at a!f reasonabie times for the
purposes of examining or inspecting the same, showing the same to prospeative
purchasers, mortgagees or tenants and for making such repairs, alterations or
improvements to the Premises or the Building as Landlord may deem necessary or
desirable. If representatives of Tenant shall nof be present to open and permit such
�E3
b���a-�'
entry into the Premises at any time when such entry is necessary or permitted
hereunder, Landlord and its employees and agents may enter the Premises by
means of a master key or othenvise, Landiord shall incur no liability to 7enant for
such entry, nor shall such entry constitute an eviction of Tenant or a termination of
this Lease, nor entitie Tenant to any abatement of rent therefore. �
21. SURRENDER OF PREMISES
Upon the expiration or earlier termination of this Lease, Tenant shall
surrender the Premises to Landlord, together with a!I keys, access cards, alterations,
improvements, and other property as provided elsewhere herein, in broom-clean
condition and in good order, condition and repair, except for ordinary wear and tear
and damage which Tenant Is not obligated to repair, failing which Landlord Fnay
restore the Premises to such condition at Tenant's expense, which shali be payable
upon demand. Upon such expiration or termination TenanYs trade fixtures, furniture
and equipment shall remain TenanYs property, and if Tenant shall not then be In
defauft under this Lease, Tenant sha11 have the right to remove the same prior to the
expiration or eariier termination of this Lease, Tenant shafl prompily repair any
damage caused by any such removai, and shatl restore the Premises to the
condition existing prior to the instaffation of the items so removed. Any of TenanYs
trade fixtures, furniture or equipment not so removed shafl be considered abandoned
and may be retained by Landlord or be destroyed. �
22. HOLDING OVER
if Tenant remains iR possession of the Premises without the cflnsent of
Landlord after the expiration or earlier termi�ation of this Lease, Tenant shall be
deemed to hoid the Premises as a tenant at will subject to all of the terms,
conditions, covenants and provisions of this Lease (which shal! be applicabte during
the holdover period), except that Tenant shall pay to Landlord one hundred sevehty-
five percent (175%) of the last current Rent and additional rent, which rent shall be
payable to Landiord on demand. In addition, Tenant shali be liable to Landiord for all
damages occasioned by such holding over. Tenant shall vacate and surrender the
Premises to Landlord upon TenanYs receipt of notice from Landlord to vacate. No
holding over by Tenant, whether with or without the consent of Landiord, shali
operate to extend this Lease except as otherwise expressly provided herein.
23. QUIET ENJOYMENT
Except as provided in Paragraph 22 hereof to the extent that it may be
applicable, if and so long as Tenant pays the prescribed rent and performs or
observes alt of the terms, conditions, covenants and obliga6ons of this Lease
required to be performed or observed by it hereunder, Tenant shall at all times
during the term hereof have the peaceable and quiet enjoyment, possession,
occupancy and use of the Premises without any interference from Landiord or any
person or persons claiming the Premises by, through or under Landlord, subjeqt to
any mortgages, underlying leases or other matters of record to wi�ich this Lease is or
may become subject.
19
a�-�a�'
24. NOTICE AND PLACE OF PAYMENT
(aj Alt rent and other payments required to be made by Tenant to Landiord
shall be delivered or mailed to Landlord's martagement agent af the address set forth
below or any other address Landiord may specify from time to time by written notice
given to Tenant.
(b) All payments required to be made by Landlord to Tenant shall be
delivered or mailed to Tenant at the address set forth In Paragraph 25(c) hereof or at
any other address within the United States as Tenant may specify from time to time
by written notice given to Landlord. ,
(c) Any notice, demand or request required or permitted to be given under
this Lease or by law shall be deemed to have been given if reduced to writing and
mailed by Registered or Certified maii, postage prepaid, to the party who is to
receive such notice, demand or request at ihe address set forth below or at such
other address as Landlord or Tenant may specify from time to time by written notice.
When delivering such notice, demand or request shall be deemed to have been
given as of the date it was so deVivered or maited.
landlord
375 Jackson Gourtly LLC
375 Jackson Wiliow LLC
Attn: James Crockarell
c/o Madison EquiUes, Inc.
400 Degree of Honor Building
325 Cedar Street
St. Paul, MN 55101
25. MISCELLANEOUS GENERAL PROVISIONS
Tenant
City of St. Paut
City Real Estate
1000 City Hall Annex
25 West Fourth Street
St. Paul, MN 55102
(a) Pavments Deemed Rent. Any amounts of money to be paid by Tenant
to Landlord pursuant to the provisions of this Lease and any failure to pay any of
same as provided in Paragraph 18(a) hereof shall entitle Landlord to exercise all of
the rights and remedies afforded hereby or by law for the collection and enforcement
of TenanYs obligation to pay renf. TenanYs obligatian to pay any such rent pursuant
to the provisions of this Lease shail survive the expiration or other termination of this
Lease and the surrender of possession of the Premises after any holdover period.
(b) Estopqel Letters. Tenant shali, within ten (10) days following written
request from Landlord, execute, acknowfedge and deliver to Landlord or to any
lender, purchaser or prospective fender or purchaser designated by Landlord a
written statement certifying (i) that this Lease is in fuli force and effect and
unmodified (or, if modified, stating the nature of such modification), (ii) the date to
which rent has been paid, (iii) that there are not, to TenanYs knowledge, any uncured
defaults (or specifying. such defaults If any are cfaimed); and (iv) such further
matters as may be requested by Landford. Any such statement may be relied upon
by any prospective purchaser or mortgagee of all or any part of the Building.
Tenant's failure to deliver such statement wiYhin such period shall be conc{usive
20
b8'��`��
upon Tenant that this Lease is in full force and effect and unmodified, and that there
are no uncured defaults in Landlord's performance hereunder.
(c} Memorandum of Lease. If requested by either party, a Memorandum of
Lease containing the information required by appiicable law concerning this Lease
shall be prepared, executed by both parties and filed for record in the office of the
county recorder and the registrar of titles in Ramsey County, Minnesota.
(d) Ciaims for Fees. Landlord and Tenant represent that they have not
dealt with any reai estate brokers in connection with the negotiation or execution of
this Lease. Each party hereto shall indemnify and hold harmless the other party for
any and all liability incurred in connection with the negotiation or execution of this
Lease for any other real estafe broker's commission or finder's fee which has been
eamed by a real estate broker or other person on such party's behalf.
(e) Applicable Law. This Lease and ali matters pertinent thereto shall be
construed and enfiorced in accordance with the laws of the State of Minnesota.
(f) Entire Aareement. This Lease, including ali Exhibits, Riders 'and
Addenda, constitutes the entire agreement between the parties hereto and may not
be modified except by an instrument in writing executed by the parties hereto.
(g) Bindin Effect. This Lease and the respective rights and obtigations of
the part+es hereto shall inure to the benefit of and be binding upon the successors
and assigns of the parties hereto as well as the parties themselves; provided,
however, that Landlord, its successors and assigns sha{I be obligated to perform
Landlord's covenants under this Lease only during and in respect of their successive
periods as Landtord during the term of this Lease.
(h) Severabilitv. If a�y provision of this Lease shall be held to be invatid,
void or unenforceable, the remaining provisions hereof shall not be affected or
impaired, and such remaining provisions shall remain in full force and effect.
(i} No Partnershiu. Landiord shall not, by virtue of the execution of this
Lease or the leasing of the Premises to Tenant, become or be deemed a partner of
Tenant in the conduct of TenanYs business on the Premises or othenvise. •
Q) Headinqs. Gender. Etc. As used in this Lease, the word "person" shall
mean and include, where appropriate, an individual, corporation, partnership or other
entity; the plural shall be substituted for the singular, and the singular for the plural,
where appropriate; and words of any gender shall include any other gender. The
topical headings of the several paragraphs of this Lease are inserted only as a
matter of convenience and reference, and do not affect, define, limit or describe the
scope or intent of this Lease. ,
(k) Waiver of Jurv. To the extent permitted by law, Tenant hereby waives
any right it may have to a jury trial in the event of litigation between Tenant and
Landlord pertaining to this Lease.
(I) Ailocation of Rent. Landlord and Tenant agree that no portion of the
Rent paid by Tenant during the portion of the terrn of this Lease occurring after the
21
6$
expiration of any period during which such rent was abafed shall be ailocated by
Landlord or Tenant to such rent abatement period, nor is such rent intended by the
parties to be aliocable to any abatement period.
(m) Riqht to Chanqe Buifdinq Name and Address. Landlord reserves the
right to change the name or street address of the Suilding.
(n) Reauirement of Identification. Landlord, or its contractor(s), may
require ail persons entering or leaving the Buifding during such hours as Landlord
may reasonably determine, to identify themselves by registration or otherwise, and to
establish their right to leave or enter, and to exclude or expel any peddler, solicitor or
beggar at any time from the Premises or Building.
(o) Acceptance of Tenant's Goods. Tenant authorizes Landlord and
Landtord's agents and employees to accept and sign fior shipments as a
convenience and measure of iraffic control with a stamp which shalV indicate that any
signature is authorized only to clear the Voading dock or other receiving area as a
matter of convenience, and such signature does not constitute acceptance by the
addressee and does not relieve the carrier of any liability nos create an agency or
bailment. Tenant hereby releases Landlord and Landlord's agents and employees
from any and all liability resulting from or related to the acceptance of goods
addressed to Tenant and delivered to the Building's loading dock or other area
designated for receipt of goods.
(p) Reserved Areas. Liaht and Air. This Lease does not give Tenant .any
right to use, and Landlord hereby exciudes and reserves for its soie and excfusive
use, the following areas in and about the Premises: janitor closets, stairways and
stairvvells, fan, mechanical, electrical, telephone and similar rooms (other than those
installed for TenanYs exciusive use); elevator, pipe and other vertical shafts, flues
and ducts; all areas above the acoustical ceiliRg and below the finished floorcovering
installed in the Premises; ali other structur�l or mechanical elements serving other
areas of the Building; and all subterranean, mineral, air, light and view rights.
(q) Limitation of Landlord's Personal Liabilitv. Tenant specifically agrees to
look solely to Landlord's interest in the Building for the recovery of any judgment
against Landlord, it being agreed that Landlord (and its partners and shareholders)
shail never be pe�sonaily liable for any such judgment.
(r) Execution b�Landlord. Submission of this instrument to Tenant, or
TenanYs agents or attorneys, for e�camination or signature does not constitute or
imply an offer to lease, reservation of space, or option to lease, and this Lease shal�
have no binding legal effect uniil execution hereof by both Landlord and Tenant. .
(s) Time of Essence. Time is of the essence of this Lease and each of its
provisions.
26. ADDlT10NAL PROVISIONS
(a) Parkina. Landlorcl agrees to make available to Tenant for business
customers parking spaces on the north side of the Building at no cost to the Tenant
22
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and to make available additional parking for l'enant up to eteven (1 �) parking spaces
at market rates as the same may be adjusted from time to time.
(b) Renewal Oofions. Tenant, at its option, may extend the term of this
Lease for the entire premises for two (2) addiUonaf periods of five (5) years (the
°Extension Term") that Tenant may exercise an Extension Term by giving written
notice thereo4 to Landlord at least twefve (12) months before the expiration of'tfie
IniGa{ Term or the first Extension Term as applicabfe ("TenanYs Notice") provided
that the time of TenanYs Notice and the commencement of the Extension Term, no
event of default by Tenant is in existence, after expiration of any applicabfe cure
period. The ffrst Extension Term shall commence on the expiration date of the Initial
Term and expire on the anniversary date of such date five (5) years thereafter. Tfie
second Extension Term shall commence upon the expiration of the first Extension
Term and upon the annual annfversary of such date five (5) years thereafter. Each
Extension Term shaN be upon the same terms, governances and conditions that is
contained in this Lease for the initial term, except the rent payab{e during such
Extension Term shatl be ("Market RenY' as defined below) as of the first day of the
applicable Extension Term. Tenant shall not be entitled to any additional options to
extend the term. Payment of all additional rents and other charges required to be
made by Tenant as provided in this Lease shall continue to be made during each
Extension Term. Any termination of this Lease during the initial term or any
Extension Term terminates 7enanYs remaining extension rights. As used in this
Lease, the term Market Rent means the annual rental rate per rentable square �oot
of the Premises that a willing tenant would pay and a willing landlord would accept in
arms length bona fide negotiations per similar office space in the Building or in
comparable buildings located in downtown St. Paul, Minnesota market area, if the
same were leased to a single tenant for the applicable Extension Term, taking into
account all pertinent factors.
[intenSonally blankJ
23
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iN W17NESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above written.
LANDLORD:
375 JACKSON COURTLY LLC
(a Minnesota limited liability company)
By .-- s[J�r•.,v�.
James Crockarelf
Its Vice PresidenUSecretary
375JACKSON WILLOW LLC
(a Minnesota limited Iiability company)
By e�
James Crockarel{
Its Vice PresidenVSecretary
[Landiord Signature Page]
24
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TENAtVT:
CITY OF ST. PAUL `
By
Its Mayor
By
its City Clerk
6y
Its Finance Director
[Tenant Signature Page]
Exhibits:
A) Floor plan
B) Legal Description
C) Site Pla»
D) Tenant Improvement Drawings and Specifications
E) [Intentionally Omitted]
F) Rules & Regulations
G} Estoppel Letter
H) Work Letter
25
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EXHI617 B
LEGAI DESCRIPTION
Parcel 1: Lots 9 and 3, 81ock 1, Capital Centre No. 1
Ramsey County, Mianesota
Abstract Properry
Torrens Proper[y
Torrens Certificate No. 515879
�/ 1 "
EXHIBIT C
SITE PLAN
6�"� .�'"-�
EXHIBIT D
TENANT IMPROVEMENT DRAWINGS AND SPECIFICATIONS
����s
Supplement to EXHIBIT A
Executive Summary
Interior Renovation within 375 7ackson Building
for
City of St. Paul Department of Safety and Inspections (DSn
City of St. Paul DSI intends to relocate into the 375 Jackson Building. Commencement date is
September 15, 2008.
The following is a summazization of the areas involved in the renovation as we11 as brief
summary of materials and finishes.
Second Floor East
- This floor is currently vacated from current tenants and requires selective demolition to
ready itself for new construction to suit the needs of the City.
- The area is approximately 6,100 square feet and is located in the northern 2/3 ofthe overall
floor plate.
- This floor is served with a privately owned skyway and connected to the City's skyway
loop.
- There are public toilet facilities on this floor and intended to provide only cosmetic repair as
part of this renovation project. This would include replacing plastic laminate vanities if
found delaminating, repairing chips, cracks, scratches, etc., and repaint the room. It does not
include renovating the toilet rooms to cunent accessibility requirements.
- Elevator and Stair Lobby will be completely remodeled with new floor, wall and ceiling
fmishes. Walls will most likely receive vinyl wall covering, carpeted floor and suspended
ceilings with appropriate incandescent or fluorescent lighting.
- A new DSI Conference Room will be constructed in the place of the existing 8' X 24'
approx. floor opening immediately adjacent the skyway loop. The floor opening will be
infilled with concrete and steel framing.
- It is the intention the following materials and finishes be provided:
o New 2 X 4 Lay-in acoustical tile throughout
o New carpet throughout (resilient or vinyl flooring at wet areas or areas deemed
appxopxiate for City specific use)
o Interior partitions to be constructed of inetal studs with drywall each face.
Conference Rooms, Directors and Deputy Director's offices shall be consttvcted
to the structure above and fully insulated.
o Office partitions to extend to 9' and insulated. Blanket insulation across the top
of the partitions within the plenum to be researched.
o Other drywall partitions are to e�ctend to the underside of the ceiling and
uninsulated.
o Interiar partitions are to receive a painted fmish.
o Doors to be 3' X 7' solid core wood doors with lever hardware.
o Select doors considered for security will be accessed via card reader.
o Horizontal blinds at all exterior windows
D8'��-S�
o Forced air heating and cooling system utilizing the building's current plant. Fin
tube radiation along the building perimeter.
o Light fixtures shall be 2 X 4(3) lamp fixtures with parabolic lenses. Specaalty
fixhues where deemed appropriate. Offices, Conference Rooms and Back of
House type rooms shall be equipped with motion devices. Offices and
Conference Rooms shall be wued to provide multi-foot candle level control.
o All offices, conference rooms and open office cubicles to be wired for power and
data per the City's requirements.
o Fully fire sprinklered
Third Floor East
- This floor is currently vacated from current tenants and totally demolished of interior
partitions, ceilings and floor finishes.
- The area is approximately 11,000 square feet and the entire floor plate is included.
- This floor is connected to the 3` floor west building via private skyway and is not connected
directly to the city's skyway loop.
- The existing toilets have been completely demolished and new toilet rooms will be provided
with new floor wall and ceiling fmishes, and to meet the intent of today's accessibility
requirements. Ceilings wi11 be painted hard surfaced ceilings, wall finishes will be a
combination oftile and painted surfaces and floors shall be ceramic tile. New toilet
partitions, fixtures, vanities, and accessories will be provided.
- Elevator and Stair Lobby will be completely remodeled with new floor, wall and ceiling
finishes. Walls will most likely receive vinyl wall covering, caspeted floor and suspended
ceilings with appropriate incandescent or fluorescent lighting.
- It is the intention the fullowing materials and finishes be provided:
o New 2 X 4 Lay-in acoustical tile throughout
o New carpet throughout (resilient or vinyl flooring at wet areas or areas deemed
appropriate for City specific use)
o Interior partitions to be constructed of inetal studs with drywall each face.
Conference Rooms, Directors and Deputy Director's offices shall be constructed
to the structure above and fully insulated.
o Office partitions to extend to 9' and insulated. Blanket insulation across the top
of the partitions within the plenum to be researched.
o Other drywall partitions are to extend to the underside of the ceiling and
uninsulated.
o Interior partitions are to receive a painted fmish.
o Doors to be 3' X 7' solid core wood doors with lever hardwaze.
0 5elect doors considered for security will be accessed via card reader.
o Horizontal blinds at all exterior windows
o Forced air heating and cooling system utilizing the building's current plant. Fin
tube radiation along the buIlding perimeter.
o Light fixtures shall be 2 X 4(3) lamp fixtures with parabolic lenses. Specialty
fiYtures where deemed appropriate. Offices, Conference Rooms and Back of
House type rooms shall be equipped with motion devices. Offices and
Conference Rooms shall be wired to provide multi-foot candle level control.
o All offices, conference rooms and open office cubicles to be wired for power and
data per the Cit}�s requirements.
o Fully fire sprinklered
�����
Tnira Floor wesc
- This floor is currently vacated from current tenants and totally demolished of interior
partitions, ceilings and floor finishes.
- The area is approxunately 9,100 square feet and approximately 2/3 of the total floor plate is
included.
- This floor is connected to the 3` floor east building via private skyv✓ay and is not connected
duectly to the city's skyway loop.
- There are public toilet facilities on this floor and intended to provide only cosmetic repair as
part of this renovation project. This would include replacing plastic laminate vanities if
found delaminating, repairing chips, cracks, scratches, etc., and repaint the room. It does not
include renovating the toilet rooms to current accessibility requirements.
- There is no work to be included in the public spaces such as elevator core and lobbies.
- It is the intention the following materials and finishes be provided:
o New 2 X 4 Lay-in acoustical tile throughout
o New carpet tku�oughout (resilient or vinyl flooring at wet areas or areas deemed
appropriate for City specific use)
o Interior partitions to be constructed of inetal studs with drywall each face.
Conference Rooms, Directors and Deputy Director's offices shall be constructed
to the structure above and fully insulated.
o Office partitions to extend to 9' and insulated. Blanket insulation across the top
of the partitions within the plenum to be researched.
o Other cUywall partitions are to eactend to the underside of the ceiling and
uninsulated.
o Interior partitions are to receive a painted finish.
o Doors to be 3' X T solid core wood doors with lever hazdware.
o Select doors considered for security will be accessed via card reader.
o Horizontal blinds at all exterior windows
o Forced air heating and cooling system utilizing the building's current plant.
o Light fixtures shall be 2 X 4(3) lamp fixtures with parabolic lenses. Specialty
fixtures where deemed appropriate. Offices, Conference Rooms and Back of
House type rooms shall be equipped with motion devices. O�ces and
Conference Rooms shall be wired to provide multi-foot candle level control.
o All offices, conference rooms and open office cubicles to be wued for power and
data per the City's requirements.
o Fully fire sprinklered
b8 ���-�
EXHIBIT E
INTENTIONALLY OM1Tt"ED
og -���
EXHIBIT F
RULES AND REGULATIONS
Tenant agrees to observe the rights reserved to Landtord in the Lease and
agrees, for itself, its employees, agents, clients, customers, invitees and guests, to
compiy with ihe foilowing rules and regulations with such reasonable modifications
thereof and additions thereto as Landlord may make, from time to time, for the
Project:
1. The sidewalks, entries, passages, courtyard, corridors, stairways and
elevators shali not be obstructed by any tenants, their employees or agents, ar used
by them for purposes otlier than ingress and egress to and from their respective
suites. Boxes, cartons or any other debris which is to be thrown away by'the
cleaning crew should not be left in the corridors.
2. All heavy articles (i.e., safes) shall be carried up or into the Premises
only at such times and in such manner as shall be prescribed by Landlord, and
Landlord shall in all cases have the right to specify the proper weight and position of
any such heavy article. Any damage done to the Building by taking in or removing
any such equipment or from'overloading any floor in any way shall be paid for by
Tenant. Defacing or injuring in any way any part of the Building by Tenant,� his
agents or employees, shail be paid for by Tenant.
3. Tenant will refer all contractors, contractors' representatives and
installation technicians rendering any service on or to the Premises for Tena�t to
Landlord for Landlord's approval and supervision before performance of any
contractual service. This provision shall apply to all work performed in the Building,
including but not limited to the installation of the telephone and other
communications equipment, electrical devices and attachments and installations of
any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipmenf or
any other physical portion of the Building. Such approval, if given, shall in no way
make Landlord a party to any contract between Tenant and any such contractor, and
Landlord shall have no liability therefore.
4. No sign, advertisement or notice shall be inscribed, painted or a�xed
on any part of the inside or outside of said Building. Landlord will supply building
standard signage for TenanYs suite entrance, at TenanPs cost. Any additions,
deletions or changes to the door signage after the original signage is installed shall
also be at TenanYs cost. A directory in a conspicuous space, with the names of
tenants, will be provided by Landlord; any necessary revisions to the directory wili be
made by Landlord within a reaso�able time after notice from Tenant of the error or
change making the revision necessary. No furniture shail be placed in front of the
Bui4d'+ng or in any lobby or corridor without written consent of Landlord. Landlord
shall have the right to remove all other signs and furniture, without notice to Tenant,
at the expense of Tenant.
5. Tenant shall have the non-exclusive use in cammon with Landlord,
other tenants, their guests and invitees, of the automobile parking areas, driveways
and footways, subject to reasanable rules and regulations for the use thereof as
prescribed from time to time by Landlord. Landlord shall have the right to designate
parking areas for the use of tenants of the Project and their employees, and tenants
6�'��-�
and their employees shall not paric in parking areas not so designated, specifically
including driveways, fire lanes, loadinglunloading areas, walkways and building
entrances. Tenant agrees that upon written notice from Landlord, it will furnish
Landlord, within five (5) days from receipt of such notice, the state automobile
license numbers assigned to the auYomobiles of Tenant and its employees. Landlord
shafl not be liable for any vehicle of Tenant or its employees that Landlord shall have
towed from the premises when illegally parked. �andlord wilt not be liable for
damage Yo vehicles in the parking areas or for theft of vehiGes, personal property
from vehicles, or equ+pment of vehicles.
6. No tenant sha{{ do or permit anyth+ng to be done in said Psemises or
bring or keep anything therein which wili in anyway increase the rate of fire insurance
on said Building, or on property kept therein, or obstruct or interFere with the rights of
other tenants, or in any way injure or annoy them, or conflict with the laws relating to
flre, or with any regulations of the fire department, or with any insurance policy upon
said buildings or any part thereof, or conflict with any rules and ordinances of the
local Board of Health or any governing bodies.
7. Employees of the Building wili at aIl times keep a pass key, and agents
of Landlord shall at all times be allowed admittance to TenanYs Premises.
8. No additional locks shall be placed upon any doors without the written
consent of Landlord, All keys to the Premises shall be furnished by Landlord in a
reasonable number commensurate with the square footage leased. Additional keys
shall be furnished at Tenant cost. Upon termination of this Lease, all keys shall be
surrendered, and Tenant shall then give Landlord or its agent explanation of the
combination of all locks upon any doors or vaults. �
9. No windows or other openings that rePlect or admit light into the
corridors or passageways, or to any other place in said Buiiding, shall be covered or
obstructed by any tenant.
10. No person shall disturb the occupants of the Building by the use of any
musical instruments, the making of unseemly noises, or any unreasonab{e noise. No
animals or pets of any kind will be allowed in the building. .
11. The water closets and other water fixtures shall not be used for any
purpose other than those Sor which they were constructed, and any damage resulting
to them from misuse, or the defacing or injury of any part of the Building, shall be
borne by the person who shall occasion it.
12. 4Jo bicycles or similar vehicles will be allowed in the Building. Exterior
parking for such vehicles will be provided.
13. Nothing shall be thrown out the windows of the Building or down the
stairways or other passages.
'14. Tenant shali not be permitted to use or to keep in the Buiiding any
kerosene, camphene, b�rning fluid or other iiluminating materials.
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0�'�f��
15. If any tenant desires, at its cost, telephonic or other electronic
connections, Landlord or its agents will direct the electricians as to where and how
the wires may be introduced, and without such directions, no boring or cutting for
wires will be permitted.
16. Ati mini-blinds, draperies or other window treatments Tenant desires to
install on exterior windows in the Premises shatl be of such shape, color, materials
and make as shall be approved by Landlord and the same shali be installed at
TenanYs cost. Landlord or its agents shali have the right to enter the Premises to
examine the same or to make such repairs, alterations or additions as Landiord shall
deem necessary for the safety, preservation or improvement of the Building.
17. Six months prior to the expiration of the Lease, Landlord or its agents
may show the Premises and may piace on the windows or doors thereof, or upon the
bulletin board, a notice "For Rent".
18. No portion of the Building shail be used for the purpose of lodging
rooms or for any immoral or unlawful purposes.
19. All glass, locks and trimmings in or about the doors and windows and
all electric fixtures belonging to the Building shall be kept whole, and whenever
broken by anyone shall be immediately replaced or repaired and put in order at
TenanYs cost under the direction and to the satisfaction of Landlord, and on removal
shail be left whole and in good repair.
20. Tenant shall not instafl or auihorize the installation of any vending
machines or food preparation devices without Landlord's written approval. Landlord
shall have the right io rescind this approval, if given, without liability to Tenant for
reimbursement of any Tenant costs or expenses or to grant excfusive rights to
vending machine operators.
21. Landlord reserves the right at any time to take one elevator out of
service to tenants for exclusive use by management in servicing the Building.
22. No electric heaters or electric fans are allowed on the Premises without
the prior written consent of Landlord.
23. Tenant shall list all furniture, equipment and similar articles Tenant
desires to remove from the Premises or the Building and deliver a copy to l.andlord
and procure a removal permit from the O�ce of the Building authorizing Building
employees to permit such articles to be removed.
24. Before leaving the Premises unattended, Tenant shall cfose and
securely lock all doors and transoms and shut off all utilities in the Premises. Any
damage resulting from failure to do so shall be paid by Tenant.
25. Tenant shait not place any radio or television antenna on the roofi or on
or in any part of the inside or outside of the Building other than the inside of the
Premises, or operate or permit to be operated any musical or sound producing
instrument or device inside or outside the Premises which may be heard outside the
Premises, or operate any electrical device from which may emanate electrical waves
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08- �7
which may interfere with or impair radio or television broadcasting or reception from
or in the Building or elsewhere.
26. Tenant shali not make or permit any noise, vibration or odor to
emanate from the Premises; or do anything therein tending to create, or maintain, a
nuisance; or disturb, solicit or canvass any occupant of the Building, or do any act
tending to injure the reputation of the Suiiding.
27. Tenant shall not place anything or allow anything to be plaeed near the
glass of any door, partition, or window which may be unsightly from outside the
Premises; or take or permit to be taken in or out of other entrances of the Building, or
take or permit on other elevators, any item normaily taken in or out through the
trucking concourse or service doors or in or on freight elevators; or, whether
temporarily, accidentally, or othervvise, aliow anything to remain in, place or store
anything in, or obstruct in any way, any passageway, exit, stairway, elevator,
shipping platform, or truck concourse. Tenant shall lend its full cooperation to keep
such areas free from afl obstruction and in a clean and sightly condition and move all
supplies, fumiture and equipment as soon as received directly to the Premises and
move all such items and waste, other than waste customarily removed by employees
of the Building, being taken from the Premises, directly to the shipping plafform at or
about the time arranged for remova{ therefrom.
28. Tenant shall not do any painting or decorating in the Premises; or
mark, paint, cut or driil into, drive nails or screws into, or in any way deface any part
of the Premises or the Building, outside or inside, without the prior written consent of
Landiord. If Tenant desires signal, communica6on, alarm or other utility or service
connections installed or chanqed, the same shafl be made by and at the expense of
Tenant, with the approval and under direction of Landlord.
29. Upon written application by Tenant, and approvai thereof by Landlord,
Landlord shall furnish freight elevator service for Tenant at times other than those
times provided for in the Lease at rates for such usage from time to time maintained
in effect by Landiord. •
iv
�8 ��a5 -'
;
EXHIBIT G
FORM OF ESTOPPEL LETTER
LANDLORD'S NAME
Re: Lease Dated:
Landlord:
Tenant:
Premises:
Gentlemen:
The undersigned ("Tenant") hereby confirms the following as of the date hereof: -
1. Tenant is the tenant under the above captioned lease (the "Lease"). All
capitalized terms contained herein have the meaning defined in the Lease.
2. The Commencement Date of the Term is , 2008. The
Expiration Date of the Term is , pp_
3. Tenant has accepted the Premises for occupancy and the condition of the
Premises and the Building, is in conformity �vith the provisions of this Lease in all
respects, except for the following:
4. The Rentable Area of the Premises is square feet.
5. The lease is in full force and effect; there is no existing default on the part of
Landlord under the Lease; and the Lease has not been amended, modified,
supplemented or supers�ed.
Dated: _ _ , 2008
B Y —
Name:
Title:
I
b8 ��fa-s
EXHIBIT H
WORK LETTER
(ALLOWANCE)
The terms used herein shall have the meanings asc�bed to them i� the Lease,
uniess otherwise stated herein. Landlord and Tenant agree that their respective
rights and obligations in reference to the construction of the Tenant Finish
Improvements shall be as fotfows:
Construction Documents.
A. Drawinas and Soecifications. Landlord and Tenant have agreed to
schematic drawings or construction of the 7enant Improvements, which drawings are
attached to this Lease as Exhibit "D." Construction drawings and specifications for
the, Tenant Improvements shall be prepared by MohagenlHansen Architectural
Group ("Landlord's ArchitecY') based on of the drawings and specifications included
in Exhibit D.
B. Tenant Approval. Upon completion of the construction drawings and
specifications, Tenant shall, be allowed four (4) working days after receipt thereof in
which to review and approve or object to the constructions drawings and
specifications, and to advise Landiord of such approval or objections. Landtord shall
direct Landlord's Architect to modify the construction drawings and specifications to
incorporate TenanYs reasonable requirements.
C. Buildinq Standard Construction. Landlord has designated the type and
quantities of materials to be used in the construction of the Tenant Improvements
(hereinafter referred to as "Building Standard Construction"). Unless otherwise
specified on the construction drawings and specifications, Building Standard
Construction shall be u6lized for the Tenant improvements. Landlord shall have the
right to designate, and from time to time to change, the materials, fixtures, colors and
other Items that are Building Standard Construction, provided that such changes�are
of equaf or superior quality.
2. Imorovement Price. The "Improvement Price" for the Tenant Improvements
shail be cafculated and paid as foilows:
A. The Improvement Price shall include the cost of all architectural and
engineering constructio� drawings and specifications requir� In connection with the
improvements, alf work, labor, material and equipment necessary to construct.the
Tenant Improvements in accordance with the approved construction drawings and
specifications from the "as is" condition of the Premises, together with TenanYs
cabling with the�Premises (all such construction being hereinafter referred to as the
"Work"}. Tenant shall at its expense pay for cabling costs from the city street to the
Premises.
B. �andlord witl pay the Improvement Price to the extent that it does �ot
exceed an amount of $1,234,406. Tenant shall pay Landlord the Improvement Price
as set forth in paragraph 3 of the Lease. Once Landlord has completed the Work,
any additional Tenant Improvements shall be at TenanYs sole cost and expense.
b8 - �F2'S
C. To the extent the cost of the Work exceeds Landlord's Contribution,
such Work shail be performed at TenanYs sole cost and expense. The amount of the
cost and expense in excess of Landlord's Contribution shall be agreed to by
Landlord and Tenant prior to commencement of construction of the Tenant
Improvements. Tenant shall pay one-ha�f of such excess to Landiord prior to
commencement of construction and shall pay the remaining one-half of such excess
to Landlord prior to Tenant taking occupancy of the Premises. Tenant shail be
ailowed five (5) working days to review and approve Landlord's statement of
Improvement Price after receipt, thereof and to make payment in accordance with
fhis paragraph. °
D. Landlord shall have no Obligation for the cost of improvements,
finishes, or additional Work not inciuded in the approved construction drawings and
specifications (hereinafter referred to as the "Additional Work"). Additional Work shall
be performed at TenanYs sole cost and expense. Drawings and specifications,
contractors, suppliers and vendors for any Additional Work shall be subject to
Landlord's approval, which shall not be unreasonably withheld. Any delay in
completion of Additional Work performed by Tenant shail not delay commencement
of the Term of the Lease or limit the obligations of Tenant as set forth herein.
E. Failure by Tenant to timely pay any amounts due hereunder shall be a
default under paragraph 18(a)(i) of the Lease and failure by Tenant to perform any of
its other obligations hereunder shall be a default under Paragraph 18(a)(ii) of the
Lease, entitling Landiord to all of its remedies under the Lease as well as all
remedies otherwise available to Landlord, including, at Landlord's option, the right to
witfihold defivering possession of the Premises until such amounts have been paid in
fuli. �
3. Completion of the Work• Substantial Comoletion Date Landlord shali contract
for the performance of the Work. The Work shall be perFormed on an ,"open book"
basis and, subject to "Unavoidable Delays" and "Tenant Delays" (as defined herein)
Landlord shall cause the Work to be substantially completed on or before that date
which is thirteen (13) weeks following TenanYs submission to Landlord of complete
Tenant-approved, construction drawings and specifications (the "Substantial
Completion Date"). The Commencement Date shall be the date which is three (3)
weeks following the Substantial Completion Date provided, however, that if Landlord
Is delayed in substantially completing the Work as a result of (a) TenanYs failure to
provide timely approvals in accordance with this Work Letter; (b) TenanYs request for
changes to the Work as included in the approved construction drawings and
specifications; (c) Tenant's requests for materials, finishes or installations other than
Building Standard Construction; (d) perFormance of Additionai, Work in the Premises
by Tenant or its contractors, suppliers, employees or agents; (e) any other act or
omission of Tenant; (all of which shall be deemed to be "Tenant Delays"), or if
Landlord is delayed in substantially completing the Work as a result of strikes,
shortage or unavailability of materials, civil unrest, act of God, or similar cause
beyond the reasonable control of Landlord ('Unavoidable Delays"), then the
Commencement Date shaii be deferred only unfil tfie dafe on which Land(ord would
have substantially completed the pertormance of the Work but for such delays.
Deferral of the Commencement Date shall be in full settlement of all claims that
Tenant might otherwise have against Landlord by reason of the Premises not being
����P J
ready for occupancy by Tenant as of the Commencement Date provided in'the
Lease, and such delay shall not entiUe Tenant to, rescind or terminate the Lease. For
the purpose of this provision, "substantial completion" shall mean that the Work is
substantially completed excepf for minor puncfitisf items so that Tenanf may occupy
and do business in the Premises free of unreasonable noise, odors or disruption.
4_ Entrv bv Tenant Prior to Commencement Date. Landlord consenYs fo Tenant
entering the Premises during the week prior to the Commencement Date for the
limited purpose of installing cabling, fumiture and equipment. Tenant shall
coordinate such early entry with Landlord and/or Landlord's general contractor.
Otherwise, Landlord, subject to the following terms and conditions, and in Landlord's
sole discretion and upon request by Tenant, may grant to Tenant and TenanYs
agents a license to enter the Premises prior to the Commencement Date in order
that Tenant may do other work required by Tenant to make the Premises ready for
TenanYs use and occupancy.
A. Tenant shall give Landlord not less than five (5) days' prior written
notice of the request to have such early access to the Premises, which notice ra'iust
contain or be accompanied by: (i) a description and schedule for the work to be
performed by those persons and entitles for whom and which such eariy access is
being requested; (ii) the names and addresses of all contractors, subcontractors and
material suppliers for whom and which such access is being requested; (iii) the
approximate number of individuals, itemized by trade, who shall be present in the
Premises; (iv) copies of all contracts pertaining to the performance of tfie work for
which such early access is being requested; (v) copies of all plans and specifications
pertaining to the work for which such access is being requested; (vi) copies of ail
licenses and permits required in connection with the performance of the work for
which such access is being requested; (vii) certificates of insurance and instruments
of indemnification against all claims, costs, expenses, damages, suits, fines,
penalties, actions, causes of action and liabilities which may arise in connection with
such work; and (viii) assurances of the availability of funds sufficient to pay for all
such work, if such assurances are requested by Landiord. Each of the foregoing
shall be subject to Landlord's approval, which approval shall not be arbitrarily
withheld.
B. Early access to the Premises is subject to scheduling by Landlord.
C. Tenanfs employees, agents, contractors, workers, suppliers, and
invitees must work in harmony and not interfere with Landlord and Landlord's agents
in completion of the Work and additional work in the Premises, Landlord's work in
other premises and in wmmon areas of the Building or the general operafion of the
Buiiding. If at any time such entry shall cause or threaten to cause disharmony or
interference, including labor disharmony, Landlord may withdraw its license upon
iwenty-four (24) hours prior written notice to Tenant
D. Tenant agrees that any early entry into the Premises shall be at
Tenant's own risk and Landiord shall not be liable for any injury to persons or
damage to property of Tenant, or to TenanYs employees, licensees or invitees, from
any cause whatsoever occurring upon or about the Premises, and Tenant shall
Indemnify and save landlord harmless from any and all Iiability and claims arising out
of or cronnected with any such injury or damage. ,
iii
D8 ��a-�
E. Tenant shall be liable to Landlord for any damage to the Premises or
any portion of the Work caused by Tenant or any of TenanYs employees, agents,
contractors, workers, suppliers or invitees.
5. Landlord's Entrv After Commencement Date. Landlord may enter the
Premises at any time after the Commencement Date, upon prior notice to 7enant at
times mutually acceptable to complete unfinished details of the Work and such entry
by Landlord, its agents, servants, employees, or contractors for such purposes shall
not constitute an actual or consVuctive eviction, in whole or in part, or entitle Tenant
to any abatement or diminution of Rent, or relief Tenant from any obligation under
this Lease, or impose any liability upon Landlord or its agents; provided, however,
i.andlord shall not unreasonably interfere with TenanYs business and to the extent
that any such work wili interfere with Tenant's business, such work will be completed
after business hours.
6. Landiord's Pro�ertv. Ail work and materials furnished are Landlord's property
and will be considered part of the Building, subject to TenanYs rights to use the same
under the Lease.
7. Bindinq Aqreement This Agreement is binding upon and inures to the benefit
of Landlord and Tenant, and their respective heirs, personal representatives,
successors and assigns.
LANDLORD:
375 JACKSON COURTLY LLC
(a Minnesota limited liability company)
�
James Crockaretl
Its Vice PresidenUSecretary
375 JACKSON WILLOW LLC
(a Minnesota limited liability company)
�
James Crockarell
Its Vice PresidenUSecretary
TENANT:
CITY OF ST. PAUL
�'�l
Its
ClTY OF ST. PAUL
�
Its
iv