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08-600Council File #�� Green Sheet # 3054772 RESOLUTION 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 SAINT PAUL, MINNESOTA Presented by �� RESOLUTION PROVIDING FINANCING TO THE DEPAR'I`MENT OF SAFTEY AND INSPECTIONS FOR TENANT IMPROVEMENTS AND RELATED MOVING COSTS WAEREAS, the City Council authorized the Department of Safety and Inspections via Resolution 08-425 on April 23, 2008 to enter into the attached 10 yeaz lease agreement for office space at 375 Jackson Street, and WHEREAS, the Office of Financial Services ("OFS") completed a Request for Financing on May 22, 2008 and recommends to proceed with Wells Fargo Brokerage Services, LLC (Wells Fazgo") for a 10 yeaz tax-exempt bonowing for up to $1,500,000 at 4.55 % to finance tenant improvements, equipping, and moving the Department of Safety and Inspections to 375 Jackson, and WHEREAS, the Preliminary Repayment Schedule is attached as Exhibit A; with the proposed 10 yeaz lease for the space together with the cost estimates for Tenant Improvements and the cost of moving to the new location, and WHEREAS, the Mayor, in accordance with Section 10.07.1 of the City Charter, certifies that there aze revenues available for appropriation totaling $1,500,000 in excess of the revenue estimated in the 2008 budget; now, therefore, be it RESOLVED, that the Council of the City of Saint Paul approves these amendments to the 2008 DSI budget, for financing the lease hold improvements and the cost of moving furniture, equipment and all normally related moving costs, and be F[JRTHER RESOLVED, that the total cost of the tenant improvements and office furniture and equipment costs shall not exceed $1.5 million, from any and all City sources, and, be it FINALLY RESOLVED, that the Office of Financial Services shall return for City Council approval of the 10 year taY exempt borrowing instrument with Wells Fargo as soon as the legal documents and tas exempt authorizing resolution are prepared in substantially final form. CURRENT BUDGET CHANGES AMENDED BUDGET FINANCING PLAN: 320 - License and Pemuts Fund 33351 - Operations 6200-Borrowing $0 $1,500,000 $1,500.000 Total Changes to Financing $1,500,000 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 SPENDING PLAN: 320 - License and Permits Fund 33351 — Operations 0265 — Remodeling 0282 — Rental of Office Space 0295 — Moving Services 0395 — OfFice Equipment Total Changes to Spending V� / Y `� � CURRENT BUDGET CHANGES AMENDED BUDGET $0 $1,1OQ000 $1,100,000 $199,928 ($75,000) $124,928 $0 $75,000 $75,000 $1.500 $400,000 �401,500 $1,500,000 The above chcuzges in spending authority include $1,100,000 for tenant improvements and .$400,000 for office fixtures, fumiture and equipment. It also includes an expected reduction of $75,000 in 2008 rent payments that will be used to finance associated moving costs. Bostrom Stark Adopted by Council: Date Yeas � Nays � Absent u Requested by Deparunent of: ✓ Adoption Certified by Council Secretary By: / Approvedb a Date �p/�p�C� T By: Safety and�� /�' n$ 7jSI�� — j,✓r� g G � ��/ Approved by the Office of Financial Services `� $ � �� (29�f7(� Ap y City A B y' .�a�.-7 6Q � Approve by Mayor for Submission to Cquncil � By: �,Zi.�/ � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � DepartmenV�celcouncil: $� -Dept. of Safety & inspecbons lf � �', Green Sheet NO: 3054772 Contad Person & Phone: � Department Sent To Person Initial/Date , Bob Kessler � - 0 Dept of Sa@ly & Inspecfloos 26&90'13 . Assign ' 1 DeptofSafery&Inspections DepaztmentD'uecior ' ' Must Be on Council Agenda by (Date): , Number ' Z �Financial Services Offim N�nancial Services'� � 04JUN-OS � For ' ; , Routing 'i 3 CityAttornev , ; Doa Type: RESOWTION W/�u TRANSRC : Order � q vIa or's Omce _ i Mavor/ASSistani E-Document Required: Y Document Contad: Robert Humphrey ConWct Phone: 266-9123 Total # of Signature Pages _(Clip All Locations for Signature) 6 C� Clerk Citv Clerk � Approval of a Resolution authorizing the financing/spending plan and ten year lease for DSI to move to 375 Jackson Sheet. itlations: Approve (A) o� R Planning Commission CIB Committee Civil Service Commission 1. Has this personl5rm everworked under a comract for this department? Yes No 2. Has this person/firm ever been a city employee? Yes No 3. Does this persoNfirm possess a skill not normally possessed by any currentciryemployee? _ Yes No F�cplain all yes answers on separate sheet and attach to green sheet 'i Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): - �� DSI is currently fragmented in four locations. This move would place DSI in one locarion with the exception of Animal Contml. In �� addition, current leases are about to expire and conditions in existing offices are far from ideal for staff and the public that DSI serves. Advantages If Approved: ' Disadvantages If Approved �� ___ _._ ___ _— ', Disadvantages If Not Approved: Date Initiated: 29-MAY-08 Transaction: Funding Source: Financial information: (F�cplain) Cost/Revenue Budgeted: Activity Number: May 29, 2008 9:39 AM Page 1 U� �CX� � N � � n N � O � O � W i„� � F� .'3 O � � .�i < �� ro n O n m N 0 0 W C7 � � O < i d � 0 �C rn w �e C cu m � � (� 0 � � X m .� � * �� a O � � �'. � rn � � � ,. � m O O .�-+ c�o � �. � � � � � � �n � o � o w ° �.'.3'i � m M � rn O � � � G1. 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TenanYs obligation to pay Rent is a separate and independent covenant and obligation. Tenant shall pay all Rent and other sums of mo�ey 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 counterclaim. (b) Service Charpe. Tenant's faifure to make any monetary payment required of Tenant hereunder within 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. 4. SECURITY pEPOSiT (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 Landlord hereunder and such failure continues beyond the period given to cure such default as set forth 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 the then Rent for the Premises (the "Security DeposiY'). Such deposit shall be held as security for the performance and observance by Tenant of all of its obligations under the terms, � (a) Rent. Tenant shall pay to Landlord, at the address listed below in Paragraph 24, Rent for the Premises in the foflowing sums: Council FYIe # Green Sheet # 30523��- RESOLUTION CITY OF SAINT PAUL, MINNESOTA bg'iQb Presented by 1 WHEREAS, the City of Saint Paul, the "Tenant," and 375 Jackson Courtly LLC and 375 7ackson 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 5 6 9 10 11 12 13 14 15 16 17 18 19 WHEREAS, the sample lease reflects all material agreements between Tenant and Landlord regazding the space to be leased and the rent to be paid for that space; and WHEREAS, the Deparhnent of Safety and Inspecrions is in the process of determin;ng the best financial structure for the build out and move; now therefore be it RESOLVED, that the proper City officials are authorized and directed to enter into a ten-yeaz lease agreement with Landlord for the Building commencing September 15, 2008; and be it fiirther RESOLVED, the prior to entering into the lease agreement, the Department of Safety and Inspections shall obtain approval from the Council and Mayor regazding the financial structure for the build out and move; and be it finally RESOLVED, that the funding for the lease payments is 320-33351-a�c�. Adoption Certified by Council Secretary By. Approved by Mayor: Date R�quested by Departme of: S �,—. af c�;GkS s Approved by the Office of Financial� By: Approy�d�b y City Attomey By: I�-__� G ,( �� n.<h Approved by Mayoz fox Submission to Council By: � Adoptedby Council: Date 375 JACKSON STREET BUILDING OFFICE LEASE �Q i��a THIS LEASE is entered into and made effective as of the 4th day of June, 2008, by and between 375 Jacicson Court{y LLC, a Minnesota limited liabitity company, and 375 Jackson Wiliow LLC, a Minnesota limited liability company, hereinafter calied "Landlord°, 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 appurtenances, unto Tenant for the term hereinafter specified. 1. DESCRIPTION OF THE PREMISES The Premises consists of approximately 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 floor and second floor," located at 375 Jackson Street in the City of Saint Paul, County of Ramsey, State of Minnesota (hereinafter called the "Building"). The Building is located on the land legaily 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 October 8, 2008 (the "Commencement Date") and ending on October 7, 2018 (the "Expiration Date"), unless this Lease shall be sooner terminated as hereinafter provided. 3. RENT For purposes of this Paragraph 3, rent ("RenY'), the foilowing definitions shali apply: (i) "Lease Year" shall 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 partiaf month shall be included in the first Lease Year. 796363.1 �-(�bD Rent shall be payable in monthly installments 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 shall be a day other than the last day of a calendar month, the Rent installment for such first or last fractional month shall be pro-rated accordingly. TenanYs obligation to pay Rent is a separate and independent covenant and obligation. Tenant shali pay aIl 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 counterclaim. (b) Service Charqe. TenanYs failure to make any monetary payment required of Tenant hereur�der within 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 sha{f bear interest at a rate equa4 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. 4. SECURITY DEPOSIT (a) Landiord initiaily waives the requirement that Tenant pay a security deposit to Landlord. If at any time during the Term, Tenant fails to pay any instailment of Rent or any other charges required to be paid to Landlord hereunder and such failure continues beyond the period given to cure such default as set forth 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 the then Rent for the Premises (the "Security DeposiY'). Such deposit shali be held as security for the performance and observance by Tenant of all of its obligations under the terms, (a) Rent. Tenant shall pay to Landlord, at the address listed below in Paragraph 24, Rent for the Premises in the following sums: �g��D� conditions and covenants of this Lease throughout the Term 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 performs and observes aff of the terms, conditions and covenants of this Lease which are required to be performed and observed by it, Landlord shall return the 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 payment of Rent or the performance or observance of any of the other terms, 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 shali, upon request, deposit with Landlord the amount so applied so that Landlord Will have on hand at all times throughout the Term of this Lease the full amount of the Security Deposit. Landlord shall not be required to hoid the Security Deposit as a separate account, but may commingie it with Landlord's other funds. The use, application 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 Landlord shall not first be required to proceed against the Security Deposit) and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. (b) In the event of a sale or any other transfer of the Building, Landiord shall have the right to transfer the Security Deposit to its purchaser and Landlord shall 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 this Lease, the Security Deposit shail be deemed to be held by Landlord as a deposit made by the assignee, and Landlord shall have no further responsibility for the return of such deposit to the assignor. 5. TENANTIMPROVEMENTS Landlord shall construct certain tenant improvements at TenanYs expense ("Tenant Improvements") to the Premises in accordance with the schematic drawings and specifications attached to this Lease, made a part hereof and marked Exhibit "D" and the Work Letter attached to this Lease, made a part hereof and marked Exhibit ,� „ 6. DELIVERY OF POSSESSION; ADJUSTMENT OF TERM (a) Earlv Detiverv of Possessio�. Landlord expects that it will have the Tenant Improvements substantiaily completed and the Premises ready for delivery to Tenant 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 wifl be unable to substantially complete the Tenant Improvements and have the Premises ready for occupancy by the Commencement Date for delays caused by its contractor, Landlord shali give Tenant written notice to that effect, and, thereafter, the Commencement Date shall be postponed to the date upon which Landlord 3 �b-1�0o compietes the Tenant Improvements. In the event of such postponement, the Term of this Lease shall remain the same, but the Expiration Date shall be extended for the same number of days the Commencement Date was postponed; TenanYs obligation to pay Rent shall be postponed for a like number of days, and Landlord shail not be liable to Tenant for any loss or damage resulting from delay in delivering possession of the Premises to Tenant. (c) Tenant's Acceptance of the Premises. Upon delivery of possession of the Premises to Tenant, as hereinbefore provided, Tenant shall give Landlord an Estoppel Letter, in the form attached to this Lease and made a part hereof and marked Exhibit "G", signed by an officer or principal 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 the condition of the Premises, including the Tenant Improvements constructed thereon, and that the Building 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 Landtord has delivered possession of the Premises. Landlord shall, as promptly thereafter as is reasonably possible, correct all such defects. TenanYs 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 shall be conclusive and binding upon Tenant. USE OF THE PREMISES (a) Saecific Use. The Premises shail be occupied and used exclusively for general office purposes and for purposes incidental thereto and shall not be used for any other purpose. (b) Covenants Reqardinq Use. ln connection with its use of the Premises, Tenant agrees to do the following: (i) Tenant shall use the Premises and conduct its business thereon in a safe, careful, reputable and lawfui manner; shall keep and maintain the Premises in as good a condition as they were when Tenant first took possess+on thereof and shall make alf necessary repairs to the Premises, other than those which Landlord is obligated to make as provided elsewhere herein. (ii) Tenant shall not commit, nor allow to be committed, in, on or about the Premises or the Building, any act of waste, inciuding any act which might deface, damage or destroy the Buiiding 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 increase the danger of fire or other casualty in, on or about the Premises; permit any objectionable or offensive noise or odors to be emitted from the Premises; or do anything, or permit anything to be done, which wou�d, in Landford's opinion, disturb or tend to disturb other tenants occupying leased space in the Building. (iii) Tenant shatl not overload the floors of the Premises beyond their designed weight-bearing capacity. Landlord reserves the right to direct the positioning of all heavy equipment, furniture and fixtures which Tenant 0 b�s��b� desires to place in the Premises so as to distribute properly the weight thereof, and to require the remova{ of any equipment or fumiture which exceeds the weight limit specified herein. (iv) Tenant shall not use the Premises, nor allow the Premises io be used for any purpose or in any manner which would, in Landlord's opinion, invafidate 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.tandlord on the Premises and attributabte to the use being made of the Premises by Tenant. (c) Compliance 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 Tenant's sole expense, comply with all laws, statutes, ordinances, rules, regulations a�d orders of any federal, state, municipal 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 structurai 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 negiigence. (d) Compliance with Buildinp Rules and Requlations. Rules and regulations governing the use and occupancy of the Premises and all other leased space in the Building have been adopted by Landlord for the mutual benefit and protection of alt tenants In the Bui{ding. Tenant shal! compiy with and conform to the rules and regulations currently in effect, which are attached to this Lease and made a part hereof and marked Exhibit "F." Landlord shall have the right to change such rules and regulations or to make new rules and regulations from time to time in any manner that it deems necessary or desirabie in order to insure the safety, care and cleanliness of the Building and the preservation of order therein. Any such amendments to the rules and regulations shali be set forth in writing and shall be given to Tenant, who shall thereafter comply with and conform to the same. (e) Compliance with Zoninq. Tenant knows the character of its operation in the Premises and that appficable zoning ordinances and regulations are of public record. Tenant shall have sole responsibility for its compliance therewith, and Tenanfs inability so to comply shall not be cause for Tenant to terminate this Lease. 8. UTILITIES AND OTHER BUILDING SERVICES (a) Services to be Provided. Landlord shall furnish Tenant, between the hours of 6:00 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 legai 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 the Premises for general office use, or as may be required by law or directed by governmental authority: (i) Heating, ventilation and air conditioning; �-c�ae (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 instailing of paper towels, toilef 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 Suilding 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 utilities or Building services in addition to those identified above, or any of the above utilities or Buiiding services in frequency, scope, quality or quantities greater than that which Landlord determines are normally required by other tenants in the Building for generai office use, then Landlord shall use reasonable efforts to attempt to fiurnish Tenant with such additional utilities or Building services. In the event Landiord is abie to and does furnish such additional utilities or Building services, the cost thereof shall be borne by Tenant, who shall reimburse Landlord monthiy for the same as provided in Paragraph 8(d) hereof. if any lights, machines or equipment (including, but not limited to computers) used by Tenant in the Premises materially affect the temperature otherwise maintained by the Building's air conditioning system, Landlord shall have the right to Install any machinery or equipment which �andlord considers reasonably necessary in order to restore the temperature balance beiween the Premises and rest of the Building, including that which modifies the Building's air conditioning system. All costs expended by l.andlord to install any such machinery and equipment and any additional 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. Tenant shall not install nor connect any electrical machinery or equipment other than the business machines and equipment typically used for general office use by tenants in office buildings comparable to the Building (a personal computer being an example of such typical electrical equipment) nor any water-cooled machinery or equipment without Landlord's prior written consent. If Landlord G' (�-�b� determines that the machinery or equipment to be so installed or connected exceeds the designed {oad capacity of the Building's electrical system, or is in any way incompatible therewith and will materialiy affect utility costs, then Landlord shall have the right, as a condition to granting its consent, to make such modifications to any utility system or other parts of the Building or the Premises, or to require Tenant to make such modifications io the equipment to be instalfed or connected, as Land{ard considers to be reasonably necessary before such equipment may be so installed or connected. The cost of any such modifications shall be bome by Tenant, who shall reimburse Landlord for the same (or any portion thereof paid by Landlord) as provided in Paragraph 8(d) hereof. Landlord shall have the right, at its sole cost, to install 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. Tenant understands, acknowledges and agrees that anyone or more of the utifities or other Suilding services identified above may be interrupted by reason of accident, emergency or other causes beyond Landlord's control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made; that Landlord does not represent or warrant the uninterrupted availability of such utilities 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 Landiord liabie to Tenant in damages by abatement of Rent or otherwise, or relieve Tenant from the obligation to perform its covenants under this Lease, provided, however, that if the services described in Paragraph 8(a) are Interrupted, such interruption continues for more than three (3) consecutive business days and restoration of such services is reaso�ably within Landlord'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 of Tenant or as a result of TenanYs activities as provided in Paragraph 8(b) hereof shall be borne by Tenant, who shall be separately billed therefore and who shatl reimburse and pay Landlord monthly for the same as additional rent, at the same time the next monthly installment of Rent and other additional rent is due. Tenant agrees to give reasonable advance notice, in writing, to Landlord of its request for additional services. (e) Ener4v 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 Landlord's discretion, for the conservation and/or preservation of energy related services, or as may be required to comply with any applicable codes, rules and regulations, whether mandatory or vo{untary. 9. SIGNS Tenant shall not inscribe, paint, affix or display any signs, advertisements or notices on or in the Building or in the Premises and visibie from 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 fhe main lobby and on the tenant access doors to the Premises. Subject to Landlord's review and reasonable approval, Landlord shall install TenanYs signage, at Landlord's expense, on the exterior of the Building and directionai signs for the parking area on the north side of the Building. 10. REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND FIXTURES (a) Repair and Maintenance of Buildinq. Landlord shall keep and maintain in good order, condition and repair the roof, exterior and interior load-bearing walls (including any plate glass windows comprising a part thereof), foundation, basement, the common areas and facilities of the Building and the electricat, 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, ventilation and air conditioning components which have been installed in the Premises pursuant to the provisions of Paragraph 8(b) hereof shall be the responsibility of Tenant. The cost of ail non-capitalized repairs required to be made by Landiord shall be an operating expense of the Building unless made necessary by the negligence, misuse or default of Tenant, Its empioyees, agents, customers or invitees, In which event they shall be borne by Tenant, who shall be separately billed and shall reimburse Land{ord for the same as additional rent. (b) Reoair 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 all damage to the Premises and replace or repair all damaged or broken fixtures, equipment and appurtenances with materials equal in quality and class to the original materials, 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 tfiereof, including Landiord's Costs, forthwith upon being billed for same. As used in this Lease, the term "Landlord's Costs" shall mean fifteen percent (15%) of any costs or expenses paid by Landlord, in order to reimburse Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord's actions or involvement. (c) Aiterations or Improvements. Tenant shall not make, nor permit to be made, alterations or improvements to the Premises, unless Tenant obtains the prior written consent of Landlord thereto. If Landlord permits Tenant to make any such E3 �� ,, alterations or improvements, Tenant shaVl make the same !n accordance with all applicable laws and building codes, in a good and workmanlike manner and In quality equal to or better than the original construction of the Buiiding and shall comply with sucfi requirements as Landiord considers necessary or desirable, including without limitation the provision by Tenant to Landlord 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 shalf promptly pay ali 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, sha11 at Landlord's election, either (i) become a part of the realty and the property of Landlord, and shall not be removed by Tenant, or (li) be removed by Tenant upon the expiration or sooner termination hereof and any damage caused theseby 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 expense. At Landlord's e�ection, Landlord and Landlord's architect, engineers or contractors shall have the right to supervise all construction operationS within the Premises, and Tenant shall promptly pay Landlord the cost of such supervision. (d) Trade Fixtures. Any trade fixtures instatied 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 earfier 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 ali damage to the Premises resulting from the original lnstallation 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 unless Landlord elects to require their removal, in which case Tenant shall promptly remove same and restore the Premises to their prior condition. In the event Tenant so fails to remove same, Landlord may have same the removed and the Premises so repaired to its prior condition, at TenanYs expense. (e) Wirinq and Cablinq. At Landlord's option, any other wiring or cabiing located In the Premises or installed by Tenant in the Premises or in shafts, ducts or portions of the Common Areas shali be removed by Tenant at TenanYs expense on or before the Expiration Date or earlier termination of this Lease. Pursuant to Paragraph 2.C. of the Work Letter, Landlord shall deliver the Premises with no existing sets of voice and data wiring or cab(ing. lf Tenant fails to remove any such wiring or cabling, Landlord may have the same removed at TenanYs expense. (fj Storefront. If the Premises includes storefront glass entrances or waiis at or near public spaces in the Building, Tenant must have specific approval by ag ��aa Landlord of ali colors and materials for floorcoverings, wallcoverings, furniture, open landscape partitions, and artwork prior to installation. (g) Reserved Riahts. Landlord reserves the right to decorate and to make, at any time or times, at its own expense, repa+rs, alterations, additions and improvements, structural or otherwise, in or to the Premises, the Building 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 all material and equipment required and to close or temporarily 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. if 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 shall be apportioned to and shall cease as of the date of such casualty. If neither party exercises this option, then the Premises shali be reconstructed and restored, at Landlord's expense, to substantially the same condition as they were prior to the casualty. (b) SubsEantiai Destruction of the Premises. If 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 Building is not substantiaily destroyed as provided above, then 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 fdr repair or replacement of TenanYs � personal property, equipment and trade fixtures, which shail remain TenanYs responsibility. This option shall be exercised by Tenant giving written notice to Landlord within thirty (30) days after the date of the casualty, and upon the exercise thereofi Reni shail be abated from the date of the casualty until substantial completion of the reconstruction of the Premises, whereupon this Lease shall continue in full force and effect for the balance of the Term upon the same terms, conditions and covenants as are contained herein. If this option is not so exercised by Tenant, Landlord shall then have the right and option, to be exercised within thirty (30} days following the expiration of TenanYs option period, by the giving of written notice to Tenant, to reconstruct and restore the Premises to substantially the same condition as they were prior to the casuaity or, Landlord, at its option, shall make available reasonably comparabie space in the Building to accommodate Tenant. In 10 _.�.E �g�� D either such event, this Lease shall continue in fuli force and effect for the balance of the Term upon the same terms, conditions, and covenants as are contained herein; provided, however, that the Rent shail be abated from the date of the casualty until substantial 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 of the casualty, to which date Rent shaN be apportioned and shal! cease. (ii) If the casualty occurs during the last twelve (12) months of the Term, either party shall 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 tfiirty (30) days therefrom. 1f this option is exercised, Rent shall be apportioned to and shall cease as of the date of the casualty. (c) Partial Destruction of the Premises. If the Premises should be rendered partially untenantable for the purpose for which they were leased (which, as used herein, means such destruction or damage as would 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 substantially 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 casualty until substantial completion of the reconstruction repairs; and this Lease shall continue in full force and effect for the balance of the Term. Landford shalt use reasonabie diligence in completing such reconstruction repairs, but In the event Landlord falls to complete the same within, 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 all further obligations and liability hereunder. (d) Casualtv Insurance. Landlord shall be responsible for insuring and shall at all times during the Term carry, as an Operating Expense of the Building, a policy of insurance which insures the Building, including the Premises, against loss or damage by fire or other casuafty (namely, the perils against which insurance is afforded by the standard fire insurance policy and extended coverage endorsement); provided, however, that Landlord shall not be responsible for, and shall not be obiigated 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 v✓nich Tenant may have on the Premises or any trade fixtures instailed by or paid for by Tenant on the Premises or any additional improvements which Tenant may construct on the Premises. If TenanYs operation or the Tenant Improvements installed by Landlord pursuant to the provisions of Paragraph 5(a) hereof or any alterations or improvements made by Landlord pursuant to the provisions of Paragraph 10(c) hereof are substantially different from the Tenant Improvements described In Exhibit "D" and resuit In an increase in the premiums charged during the Term on the casualty insura�ce carried by Landlord on the Building, then the cost of such increase in insurance premiums shall be borne by Tenant, who shall reimburse Landlord for the same as additiona4 rent after being billed therefore. 11 �� Tenani shali at all times during the Term, carry, at its own expense, property insurance covering its personal property, trade fixtures installed by or paid for by Tenant or any additional improvements which Tenant may construct on the Premises which coverage shall be no less than eighty percent (80%) of replacement value. Tenant shall also carry business interruption Insurance on such terms as shall be reasonably satisfactory to Landlord. Tenant shall furnish Landiord with a certificate evidencing that such coverages are in fuli force and effect. (e) Waiver of Subroqation. Landlord and Tenant hereby release each other and each other's employees, agents, customers and invitees from any and all 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 fire and extended coverage insurance policies. Secause the provisions of this paragraph will preclude the assignment of any claim mentioned herein by way of subrogation or otherwise to an insurance company or any other person, each party to this Lease sha{I 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 mutual releases contained in this paragraph, and have such insurance policies properiy 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 sha14 indemnify Landlord and hold it harmless from, any and all liability for any Ioss, 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 all liability for the same. TenanYs obligation to indemnify Landlord hereunder shali 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 shall at all times during the Term, at its own expense, for the protection of Tenant, Landtord and Landlord's management agent, as their interests may appear, a Certificate of Self-Insurance issued by the State of Minnesota. Such Certificate of Self-Insurance shall include the Landlord, its agents and employees. Tenant shaVl furnish Landlord annually with a Certificate of Self-Insurance. Should the Tenant fail to furnish Landlord with an annual Certificate of Self-Insurance, Landlord shall have the right to obtain insurance and collect the cost thereof from 7enant as additional rent. TenanYs obligation to prdvide a Certificate of Self- Insurance shall be deemed to be an additional obligation of the Tenant and shall not be a discharge or limitation of TenanYs indemnity obligations contained in paragraph 12(a) hereof. (c) Except for the negligence or Intentional misconduct of Tenant, or TenanYs agents, servants or employees, Landlord shall be responsible for, shall have the obligation to insure against, and shall indemnify Tenant and hold It harmless from, any and all liability for any loss, damage or injury to person or 12 �`��il /1�(i (� 1Y Qroperty 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, settlements, costs, fees and expenses, incfuding attomeys' fees, incurred in connection therewith. (d) Landlord and its partners, members, affiliates, managers, agents, servants and employees shall not be liable for any damage to person, property or business or resulting 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 to any act or neglect of any tenant or occupant of the Building or of any other person. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, 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 io any of the causes specifically enumerated above or to some other cause. Tenant agrees that all personal property located in the Premises or upon loading docks, receiving and holding areas, or freight elevators of 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 whole 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 leased, then Tenant may, at its option, terminate this Lease as of the date Tenant 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 shall be terminated as to the part taken or conveyed as of the date Tenant surrertiders possession; Landlord shat! make such repairs, alterations and improvements as may be necessary to render the part not taken or conveyed tenantable; and the Rent shall be reduced in proportion to the part of the Premises so taken or conveyed. All compensation awarded for such taking or conveyance shall be the property of Landlord without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to Landlord all 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 compensatio� as may be awarded to Tenant on account of the interruption of TenanYs business, moving and relocation expenses and depreciation to and removal of TenanYs trade fixtures and personal property. 14. LIENS If, because of any act or omission of Tenant or anyone claiming by, through, or under Tenant, any mechanic's lien or other lien shall be filed against the Premises 13 ! 1�� ✓ V V`' 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 filing thereof, and shall also defend and indemnify Landlord and hold it harmfess from any and all 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 filing thereof, Landlord, at its sole option, may take all action necessary to release and remove such lien (without any duty to investigate the validity #hereo� 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 shail pay before delinquency any and all taxes, assessments, fees or charges (hereinafter referred to as "taxes"), 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 taxes levied or imposed upon TenanYs trade fixtures, leasehold improvements or personal property located within the Premises. In the event any such taxes are charged to the account of, or are levied or imposed upon the property of Landlord, Tenant shall reimburse Landlord for the same as additional rent. Notwithstanding the foregoing, Tenant shail have the right to contest in good faith any such tax and to defer payment, if reqaired, until after TenanYs liability therefore is finally determined. (b) If any Tenant Improvements, trade fixtures, alterations or improvements or business machines and 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 affixed to and become a part of the realty 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 official's records as having been levied upon the Building or other property of Landlord by reason of such excess assessed valuation. 16. ASSIGNMENT AND SUBLETTING Tenant may not assign or otherv✓ise transfer its interest in this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord. Tenant shall notify Landlord sixty (60) days in advance of its intent to transfer, assign or sublet all or any portion of the Premises. In the event of any such assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liabie for the payment of Rent and the performance and observance of all of TenanYs other obligations under the terms, conditions and covenants of this Lease. No assignment or subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Land{ord an instrument (in recordable form, if requested) containing an agreement of assumptio� of all of TenanYs obligations under this Lease and Landlord shall execute a consent form. 14 DS'� �b Landlord agrees to be reasonable in its consent, but Landlord may, at its sole discretion, withhold its consent to an 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 sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directiy from the assignee or subtenant atl Rent becoming due to Land4ord by reason of the assignment or subletting, and Landlord 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 colfection 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 7enant from the assignment or subletting of the Premises which exceed rents payable by Tenant hereunder shall be immediately paid to Landlord as additional compensation. Landlord shall, at its option, have the right to recapture all or any part of the Premises Tenant proposes to assign or sublet upon notice from Tenant of its intent to assign or such sublet part of the Premises. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and all other property referred to herein, and upon such transfer, the transferor shall have no further liability hereunder and Tenant shall attorn to any such tra�sferee. 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 voluntariiy placed upon the Building or the Premises, including any renewals, extensions or modifications thereof; and the recording of any such mortgage, deed of trust or similar encumbrance shall make it prior and superior to this Lease regardless of the date of execution or recordi�g of either 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 hereunder in the event of foreciosure, if Tenant is not in default. Tenant shall, at Landlord'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 Tenant 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 AIVD REMEDIES (a) Default bv Tenant. The occurrence of anyone or more of the following events shall be a default and breach of this Lease by Tenant: (i) Tenant shall faii to pay any monthly installment of Rent or additional rent or the Rent Adjustment within ten (10} days after the same shall be due and payable. (ii) Tenant shall faii to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this 15 �: i 1 Lease for a period of thirty (30) days after notice thereof from Landiord; provided. however, that if the term, condition, covenant or obligation to 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, but In any event completes cure within one hundred twenty (120) days after notices from Landlord. (iii) Tenant shall institute (by petition or otherwise) any bankruptcy, reorganization, arrangement, adjustment of debt or any such proceeding shall be instituted by petition or otherwise 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 thirty days (30 days) thereafter; or (iv) Tenant causes or permits a hazardous condition to exist on the Premises and fails to cure such condition immediately after notice thereof from Landlord. (b) Remedies of Landlord. Upon the occurrence of any event of default set forth in Paragraph 18(a) hereof, Landlord shall have the following rights and remedies, in addition to those a{{owed by {aw, 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 Landlord 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 claiming under or through Tenant shall thereafter be entitled to possession of the Premises, and Tenant shall Immediately thereafter surrender the Premises to Landlord; (B) Landlord may re-enter the Premises and dispossess Tenant or any other occupants of the Premises by summary proceedings, ejectment, or otherwise, and may remove their eifects 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 declare 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, whereupon Tenant shail be obligated to pay the same to Landlord, together with all loss or damage which Landlord 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 would otherwise have constituted the balance of the Term and for rent and on terms and conditions different from those wntained herein, whereupon Tenant shall be obligated to pay to Landlord as liquidated damages the difference between the Rent provided for herein and that 16 d8��d provided for in any lease covering a subsequent reletting of the Premises, for the period which would otherwise have constituted the balance of the Term, together with aii of Landlord's costs and expenses for preparing the Premises, for refetting, inciuding all repairs, Tenant Improvements, marketing costs, broker's and attorney's fees, and all 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 unla�nrful detainer action, by taking peaceful possession or otherwise, without terminating this Lease, in which event Landiord may, but shall be under no obligation to, relet the same for the account of Tenant, for such rent and upon such terms as shaA be satisfactory to Landlord. For the purpose of such reletting, Landlord is authorized to decorate, repair, remodel or alter the Premises. If Landlord fails to so relet the Premises, Tenant shall pay to Landlord as damages a sum equal to the Rent which wauld 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 reiet and a sufficient sum shall not be reatized from such reletting after paying all of the costs and expenses of all decoration, repairs, remodeling, alterations and additions and the expenses of such reletting and of the coilection of the rent accruing therefrom to satisfy the Rent provided for in this Lease, Tenant shali 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 a�y reason specified in this Lease. If any such right of termination is exercised by Landlord during the Term or any extension thereof, TenanYs right to any further extension shali thereby be automatically canceled. Any such right of termination of Landlord contained herein shall continue during the Term and any subsequent extension hereof. (c) Default bv Landlord and Remedies of Tenant. It shall be a default and breach of this Lease by Landlord if it shall fiail to perform 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 Tenant; provided, however, that if the term, condition, covenant or obligation to be performed by Landiord 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 Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to comptete the same. llpon the occurrence of any such default, Tenant may sue for Injunctive relief or to recover damages for any loss resulting from the 17 D�� 1� �b 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 shail not be construed to be a waiver thereof, nor affect the validity of any part of this Lease or the right of either party thereafter to enforce each and every such right or remedy or other provisions. No waiver of any default and breach of this Lease shall be heid 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 full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on TenanYs check or any letter accompanying TenanYs 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 be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender shall 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 obligations contained in this Lease to be performed by Tenant, and Landlord prevails in any action commenced to so enforce this Lease, Tenant agrees to reimburse Landlord for Landlord's reasonable attorneys' fees and costs incurred thereby. If Landlord defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease to be performed by Landlord, and Tenant prevails in any aciion commenced to so enforce this Lease, Landlord agrees to reimburse Tenant for Tenant's reasonable attorneys' fees and costs incurred thereby. 19. [intentionally omitted]. 20. ACCESS TO TNE PREMISES Landlord, its employees and agents and any mortgagee of the Building shall have the right to enter any part ofi the Premises at all reasonable times for the purposes of examining or inspecting the same, showing the same to prospective 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 not be present to open and permit such 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, Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an eviction of Tenant or a termination of this Lease, nor entitle 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 all keys, access cards, alterations, E�: dg�(�DC� improvements, and other property as provided eisewhere 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 Land{ord may restore the Premises to such condition at Tenant's expense, which shall be payable upon demand. Upon such expiration or termination TenanYs trade fixtures, fumiture and equipment shall remain TenanYs property, and if Tenant shall not then be In default under this Lease, Tenant shaii have the right to remove the same prior to the expiration or earlier termination of this Lease, Tenant shall promptly repair any damage caused by any such removal, and shall restore the Premises to the condition existing prior to the installation of the items so removed. Any of TenanYs trade fixtures, fiurniture or equipment not so removed shall be considered abandoned and may be retained by Landlord or be destroyed. 22. HOLDING OVER If Tenant remains in possession of the Premises without the consent of Landlord after the expiration or ear{ier termination of this Lease, Tenant shall be deemed to hold the Premises as a tenant at will subject to aIl of the terms, conditions, covenants and provisions of this Lease (which shall be applicable during the holdover period), except that Tenant shall pay to Landlord one hundred seventy- five percent (175°!0) of the last current Rent and additional rent, which rent sha�l be payable to Landlord on demand. In addition, Tenant shall be liable to Landlord for all damages occasioned by such holding over. Tenant shall vacate and surrender the Premises to Landlord upon Tenant's receipt of notice from Landlord to vacate. No ho{ding over by Tenant, whether with or without the consent of Landlord, shall operate to extend this Lease except as othenvise expressly provided herein. 23. QUIET ENJOYMENT Except as provided in Paragraph 22 hereof to the extent that it may be applicabfe, if and so long as Tenant pays the prescribed rent and performs or observes all of the terms, conditions, covenants and obligations 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 Landlord or any person or persons claiming the Premises by, through or under Landlord, subject to any mortgages, underlying leases or other matters of record to which this Lease is or may become subject. 24. NOTICE AND PLACE OF PAYMENT (a) All rent and other payments required to be made by Tenant to Landlord shall be delivered or mailed to Landlord's management agent at the address set forth below or any other address Landlord may specify from time to time by written notice given to Tenant. (b) Ail payments required to be made by Landlord to Tenant shalt be delivered or mailed to Tenant at the address set forth In Paragraph 25(c) hereof or at � li i I 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 mail, postage prepaid, to the party who is to receive such notice, demand or request at the 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 delivered or mailed. Landlord 375 Jackson Courtly LLC 375 Jackson Willow LLC Attn: James Crockarell c/o Madison Equities, Inc. 400 Degree of Honor Building 325 Cedar Street St. Pau{, MN 55101 25. MlSCELLANEOUS GENERAL PROVISIONS Tenant City of St. Paul 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 Landiord to exercise all of the rights and remedies afforded hereby or by law for the collection and enforcement of Tenant's obligation to pay rent. Te�anYs obligation to pay any such rent pursuant to the provisions of this Lease shall survive the expiration or other termination of this Lease and the surrender of possession of the Premises after any holdover period. (b) Estoppel Letters. Tenant shall, within ten (10) days following written request firom Landlord, execute, acknowledge and deliver to Landlord or to any lender, purchaser or prospective lender or purchaser designated by Landlord a written statement certifying (i) that this Lease is in fu{{ 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 claimed); and (iv) such further matters as may be requeste8 by Landlord. Any such statement may be relied upon by any prospective purchaser or mortgagee of all or any part of the Building. TenanYs failure to deliver such statement within such period shall be conclusive 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 applicable law concerning this Lease shall be prepared, executed by both parties and filed for record in the o�ce of the county recorder and the registrar of titles in Ramsey Couniy, Minnesota. (d) Claims for Fees. Land{ord and Tenant represent that they have not dealt with any real estate brokers in connection with the negotiation or execution of 20 Og'�'�Q this Lease. Each party hereto shall indemnify and hold harmless the other party for any and all liabitity incurred in connect+on with the negotiation or execution of this Lease for any other real estate 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 all matters pertinent thereto shall be construed and enforced in accordance with the laws of the State of Minnesota. (f) Entire Aqreement. This Lease, including all 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) Bindinq Effect. This Lease and the respective rights and obligations of the parties 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 shall be obligated to perform Landlord's covenants under this Lease only during and in respect of their successive periods as Landlord during the term of this Lease. (h) Severabilitv. If any provision of this Lease shall be held to be invalid, 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 Partnership. Landlord shall not, by virtue of the execution of this Lease or the feasing of the Premises to Tenant, become or be deemed a partner of Tenant in the conduct of Tenant's business on the Premises or otherwise. (j) 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 shali 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) [intentionally omitted]. (I) Allocation of Rent. Landlord and Tenant agree that no portion of the Rent paid by Tenant during the portion of the term of this Lease occurring after the expiration of any period during which such rent was abated shail be allocated by Landtord or Tenant to such rent abatement period, nor is such rent intended by the parties to be allocable to any abatement period. (m) Riqht to Chanqe Buildinq Name and Address. Landlord reserves the right to change the name or street address of the Building. (n) Requirement of Identification. Landlord, or its contractor(s), may require all persons entering or leaving the Building during such hours as Landlord may seasonably 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. 21 �8 ��OG (o) Acceptance of TenanYs Goods. Tenant authorizes Landlord and Landlord's agents and employees to accept and sign for shipments as a convenience and measure of tra�c control with a stamp which shali indicate that any signature is authorized ortiy to clear the loading 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 nor 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. Liqht and Air. This Lease does not give Tenant any right to use, and Landlord hereby excludes and reserves for its sole and exclusive use, the following areas in and about the Premises: janitor closets, stairways and stairwells, fan, mechanical, electrical, telephone and similar rooms (other than those installed for TenanYs exclusive use); elevator, pipe and other vertical shafts, flues and ducts; all areas above the acoustical ceiling and below the finished floorcovering installed in the Premises; all other structural 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 io Landiord's interest in the Buifding for the recovery of any yudgment against Landlord, it being agreed that Landlord (and its partners and shareholders) shall never be personally liable for any such judgment. (r) Execution bv Landlord. Submission of this instrument to Tenant, or TenanYs agents or attorneys, for examination or signature does not constitute or imply an offer to lease, reservation of space, or option to lease, and this Lease shali have no binding legal effect until 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. ADDITIONAL PROVISIONS (a) Parkin . Landlord agrees, using its best effectors, to make available up to eight (8) parking spaces to Tenant for business customer parking on the north side of the Building at no cost to the Tenant, and to make available additional parking for Tenant up to eleven (11) parking spaces at market rates as the same may be adjusted from time to time. (b) Renewal Oqtions. Tenant, at its option, may extend the term of this Lease for the entire premises for iwo (2) additional periods of five (5) years (the "Extension Term") that Tenant may exercise an Extension Term by giving written notice thereof to Landlord at least twelve (12) months before the expiration of the Initial Term or the first Extension Term as applicabie ("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 applicable cure period. The first 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. The second Extension Term shall commence upon the expiration of the first Extension 22 �g�(�(r�0 Term and upon the annual anniversary of such date five (5) years thereafter. Each Extension Term shall be upon the same terms, govemances and conditions that is contained in this Lease for the initial term, except the rent payabte during such Extension Term shall be (°Market Rent" as defined below) as of the first day of the applicable Extension Term. Tenant shali not be entitled to any additional options to extend the term. Payment of all additionai 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 initiai term or any Extension Term terminates TenanYs remaining extension rights. As used in this Lease, the term Market Rent means the annual rental rate per rentable square foot 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. (Remainder of page intentionally blank] 23 D��I�OD IN WITNESS 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 .,...- James rockarell Its Vice PresidenUSecretary 375 JACKSON WILLOW LLC (a Minnesota limited liability company) By James rockarell Its Vice PresidenUSecretary [Landlord Signature Page] TENANT: �� CITY OF ST. PAUL By Its Mayor By Its City Clerk By Its Finance Director By Its Director of Safety and Inspections B �G'r�/�rrorht��s OFF'�P CA��r��r�./i i� �_�.�� [Tenant Signature Page] Exhibits: A) Floor Pfan B) Legal Description C) Site Plan D) Tenant fmprovement Drawings and Specifications E) [Intentionally Omitted] F) Rules & Regulations G) Estoppel Letter H) Work Letter EXHIBITA �v �� FLOOR PLAf�f x � a ° � � �o � � I a O� ��=-� �,_.� 1 w� ._ a ,� - _ �— ._ � J � _� � so m � V � Zu �� a � \. /. /. V_^l— `_ Q � �' l . � ''�.:`'�/ O !—`.'-'_—�, _ G/ _ o � , _ � �__�_.. �.w� U � _ _' � , — �, � ZU , " ��/. V � — _ � � � `; _ �� _ � _ LL � -= -- o a �� , - �� 1 W- '� ,� �� oo .� � � � ',� W 1, ,_ _ � _ o , ; ; i: : � : ; a — ;_,_ _ , _ _ j:- :._= o� ' - ;� ° _ - _ e` � _ V. � ._._ _ . Sp LLp L @ _ i_ !' z 0 - a _ �:-., � � ��- IL_� _ . . _ . _ _ � �,,. 1 � � � � � �� 1 . - � � � � � � n n � i �. ) -_- p^I—_ l _— ' t , _ _L— _ __ � / —_a ��,� � � � � < <� � ��_ �w� � --- � .. .. __ _ ,__. � _, � s " �- - -,, - - WLL � �_�_ - - �� o - �,� � -., ::t , ,: - -=_ � T-�A._.__�. - ❑ � :>� . '�� -- � _ _�' t o � � i bg�(�o� � ,., � ' __ '� � o I � I z O F �Z � � LL � I N W = — — o- � � � LL iaai�ic i�ann� � OFFICE � � � OfFlCE � ., � _ '�` ' _ OFflCE' OFFlCE : __. Q ;" - _ ;- __ _ -:� __ .-. ,_. � -,� � V��/� C7 'I; �' � ,. W ; y ;, , Z L ' OPfN W �; /-__—' 04FICE V ' ' '____-._ �, r:_--__ -y ,f ___ ...,� ' OFFlCE J i , _ ��,. ..:_� i—. - �i _ _ __ - . � OfACE t - -� I � / l /, � J y i J J I � G- ��_ � � DtFICf� i' i w � -- a r _. �. ' ' 9 , . � OFACE � �- �� i r - "1 ___ - -� _ . _' � '_� _ i �4 __- _ _____'_ _ - - ' ` OFACE. _ � -. :. COFFEE � \ X COMPUTER _ -. �_� �� STORAGE , � � _; ' _, _ / \ �-: _____--_I OFFICE z � _ J I -�^� �r ... - iL . = t r _ Q Ij . : �'t I . � �� . � i � � ' ° �AFFl"� - . = 8�� (7 I�� I __ � - i Z �I � �' � {`: � y i� t _J i 1 i Z !ii — �_ -- 1�' o ; i � -�� . ,�. w � � — _ — i , U II �_ _ J 'i �� ,� � _. ELEV. �� —i� C� LOBBY � , � _' _�i_'�� _' �_�,, I � _ �' 3 � � � 7 I � �.. � V/" b OA E �'- �� € � - i�. . . :� � .- �� .-.1 u � > ; � -' _ t;+` i �WOMENS � I � ,,. .. �_ � MENS _ 1 CONPERENCE ` _ _ � ;„; ., _ "� - �- �'I ',!' -.. RQQM_ __ ._ � S.� ;1 � . .�._i � � �� .�' � ,� i � � � � i � i� I'- I I I I SKYWAY STORAGE x Cpp�E pa fOli , �, —� OFflCE � _ _ ,1 d � -. ��-- n ' . . _i.> : e _-,: •� _ � y 'I �I .l. ^.�.. � � `/ � ,� ,� :T� �, _ � : o oF�, � _ � - � - �� , � W - Q' IJ . _ _ _ -_ � OFFlCE .� - _ _ -�� - ' .. OPF[C�� ' r - -- 3 I O;� � i Z '' � W � "__--- `___—. '� __ w�r - o , -- — - _ ��; _,, � � O - � i' A a U � � � E t . � l � oFFlCe OffICE �_ � ' . .. � , � y . . � - '' �__ . P E ; �i ' __ � " _ �� .. �`€.:.- -�2 � _� -_ y _.. ..::. 3 _'_�___" _ '_ � __ - - -�_-�__"__ _�-.��=�---- =�-'-_._�-_ - ' ' _- - ='—_�� - _'- _ — INFO COMP'T�-- -- - _� --� -- �--. ' j�:---.�'�''�-� --- �"l.�L�V - !:I —,-�` OFFlCE OF}ICEi .'., OffiCE �� — �'. —__ ?`� . .. _ 7 � � _ r ` : I a — � _ —� � � i ' -� --' � I z� OPEN � ._ a_. OF}lCE " � � � _�_ ___�___� , _ _ � = I � - , 2 9 — � . � � 3 � F ; k , = r� ' � I � — :_. ^ �' � n � ��. -, oP� :� `'� . � _ : -.; orace � —_, , �� - � �� ' � l 5 �� ' - - � a _ _ _ _ _- ' � SfORAGE - - II ��:.�-' ' _ '—� �� OFFICF �' • — -_ '"—[' '_ PLAN �___ � �.�,, ._ _ SfORAGE 4 �"-- I I `' ' , -.,, - ' _ � � . �.. , ; i $' ___- -_ _� � � , � `-_ STORAGE BREAK ', ROOM � ROO�� : � . SKYWAY u� `, I C �� LOBBY h1EN5 ! /! 1� � r!. ' __- _' __ i � i I. � j „ OPEN � ��;-'� OFFICE � '� —' f I � \ ti SERRI�CE� I, ��..;;`;�� .�: ' �: r. � ' <-- -. � i:.,;F::l� � �. � � i 'i r ' ',I� �-� I�i /� i � � i �I �.i. � OFFlCE �, i . � . i '\�_ � _ _ ___ .. PUBLIC WORK AREA , � SKYWAY t • �, i .,, , �� EXHIBIT B LEGAL DESCRIPTION Parcel 1: Lots 1 and 3, Block 1, Capital Centre No. 1 Parcel 2: Together with unrecorded Skyway Agreement dated Novembes 17, 1980 and Skyway Agreement dated August 26, 1985, filed of record as Resolution, Document No. 2303430, and Skyway Agreement as contained in City of Saint Paul Ordinance No. 275437, filed September 16, 1998, as Document No. 3087043. Ramsey County, Minnesota. The following portion of the Property is Torrens: That pa�t of Lot 1, Biock 1, Capital Centre No. 1 overlying that part formerly described as: Lot 1, except the Northeasterly 20 feet thereof, also except the Northwesterly 4 feet thereof; Lot 2, except the Westerly 10 feet thereof taken by the City of St. Paul for alley pusposes, atso except the Northwesterly 4 feet thereof; that part of Lot 3 lying Northeasterly of a line distant 133 feet Southwest of and parallel with the Southwesterly line of Jackson Street as widened 8 feet on the Southwesterly side thereof, except the Northwesteriy 4 feet thereof, and also except the Southerly 10 feet thereof; the Northerly two-thirds of Lot 13, except the Westerly 10 feet of the South ha{f of iVortherly two-thirds thereof; the Northerly two-thirds of Lot 14, except the Northeasterly 20 feet thereof; all in Block 12, City of Saint Paul, commonly referred to as "St. Paul Proper." EXHIBIT C �� SITE PLAN xr r ..,� // . �� .� . f i � � � -0' ' �c y . Ta , . i� � �� \ x T t � ` �C e6 i 9 4 µ [ �; . Y S $`� ' � : ll . 2).S � �. . � k a: � ¢ \' '_`" � .�� . F � �� 2� �i� \ - � :.• : �. �,�'' -'` � + " '.� . ,. ° ' , ^ � � �.� - ,,." `� �'„� ., »" � ,. L— �'�`„` � �- � 3 ' � �:+°°� r� � a � xs 'e�i�'� ` � � , A � �i d � ,nn b'�-� , a .. *' s' -� r � A� O _�3 ' �i t K��` , ,� $ �� :� a � s r � 'a ��. iF r„r y .�A - s� ✓& � �,'F t � ' / � i LN A 3 �� wrKKau K �� Q �.{�, � „j� � .. . ro. 4' e � i �= R = �� '` �'�� . �� a "v � � . § u J-�,�� , ,��, .,, ; �.� ��i � � ` � �` °'' 1 ,.,.. x' � � r .cc' ��t .,. �� V ` N� � J.� P � ...- w (k ; • . � � � , ' r ^ � � J �' � w � ` � � \��\''~ = n '�`� 4 _ ' >I �^tY BLYD � �. I .I `F,Iy�OUG � 9f � J �rtLt'� �� ^ ,}�� , %� f � ��{ � ; � Nf �. mY 1 J . 1 w, ' ,�..iit � 'u�y...� �>R�i . , ' �. � w} � i �"'o . ` ' �'xNa��^'`�, �A��°°�° � � '.� ' � F �� n � t / p .18 . '� 601?IF � `• , � � \"� } ' /I/ ' � �"�\ / _ ��y V '+�y . °� .� / K .c �� ` ' Ib!] '4c t '�� " WvI Y � p I �'� 1 � ^ S 1'. - Vc �'-� - - Y . �1 � t �2� �4:'�� ` S r �o � �� p � � ' , ., . .. .P`"� , - ° -�� .��.` r . � �' y _ . .�. ..M . . � . , y �� 2U �\' � . �� T�� a .� �"�1� � � 4�.�\ � `J �.., d^ ^ ��`\i�l�\ `^, �v`� . f . . �s�� , usi! � N N � � A, \ `' r W 0 V � N � a— Z i � N � � / � t� ' � ��\ r°�",�,., .�" r � p \ `� ` o� �l rra `J 9� ?� ] ` � � f � m J �\ q 7��. � \?\� �4, ! f .3, �� I YL\ F. ( f. � ��F } 1 � '> "^i ro 1 �'' 'ovrr�ar �� _��/ �J 375 JACKSON EAST - 2ND FLQOR EAS7 P�AN (SKYWAY LE\ 3/32" = 1 —D" �wm.nsa.�o--anwvv�-o.vv�n..nm.mrc � aaae-n aw�. f�'�2�1 � PROJECT FAClLITATORS DSI-ADMfNISTRATiON N N � F- K O a a � N J Q U K W J U F- � W U K O LL Z W W O O U CODE ENFORCEMENT 375 JACKSON EAST - 3RD FLOOR EAST PLAN ��,003 SF � r: \m�ayawixm�m\o�s V'�m-u�s V �n�-.nwa�c Ner z.ame-szwn �� x N z' m m � c a � m n 0 ¢ m m 3 O 'n m 3 m � b� �g a � f z � ; � � � � 0 � � N T N X S N � Y ROBfRi SiREET � � / ` �� Supplement to EXI�TI' D D� i�0� Executive Summary Interior Renovation within 375 Jackson Building for City of St. Paul Department of Safety and Inspections (DSI} City of St. Paul DSI intends to telocate into the 375 7ackson Building. Commencement date is October 8, 2008. The following is a summatization of the areas involved in the renovarion as well as brief sutcuuary of materials and finishes. Second Floor East - This floor is currently vacated from current tenants and requires selective demolitaon and prepazation to be readied for new construcrion to suit the needs of the City. - The azea is approxunately 7,400 square feet and is located in the northern 2f3 of the overall floor plate. - This floor is served with a privately owned skyv✓ay and connected to the City's skyway loop. - There aze gublic toilet facilities on [his floor and intended to receive only cosmetic repair as part of tlus 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 meet current accessibiliry requixements. - Elevator and Stair Lobby is currently furished and to be protected during construction. This Lob6y sha11 receive only cosmeric repair if necessary. - A new DST Conference Room will he constructed in the place of the existing approximate 8' X 24' floor opening unmediaiely adjacent the skyway loop. The floor opening will be infilled with concrete and steel framing and fuushed out to match both second floor fmishes and fust floor ceiling £inishes. - It is the intention the following materials and finishes be provided: o New 2 X 4 lay-in acoustical tile throughout o New caipet throughout (resilient or vinyl flooring at wet areas or areas deemed appropriate for City specific use) o Interior partitions to be constructed of inetai studs with drywall each face. Iarge Conference Room and Break Room partirions shall be constructed to the structure above and fully insulated. o Office paz[itions shall extend to the underside of the ceiling grid with select Offices to be insulated. o Other drywall partirions aze to extend to the underside of the ceiling and uninsulated. o Interiot partirions aze to receive a painted finish. o Doors to be 3' X T solid core wood doors in a knockdown metal frame with lever hazdwaze. o Select doors considered for security will be accessed via card reader. o Horizontal blinds at all exterior windows o Forced aiz hearing and cooling system utilizing the building's current glant. Fin Nbe radiation along the building perimeter. o Light fixhues shall be 2 X 4(3) lamp fixtures with pazabolic lenses. Specialty fixtures where deemed appropriate. Offices, Conference Rooms and Back of House type rooms shall be equipped with mo6on devices. pffice and Conference Room ii D� �`t��D fixtures shall be dual ballasted and dual switching to enable occupant multiple foot candle 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 cunent tenants and void of interior partitions, ceilings and floor finishes. - The azea is approxunately 12,0�0 square feet and the entire floor plate is included. - This floor is coanected to the 3 floor West Building via private skyway and is not connected directly to the City's skyway loop. - The exisring toilets have been demolished of ceilings and toilet partirions. These rooms will be reconfigured such that the layout will meet the intent of current accessibility requirements, however, fixture count will be reduced from the original count. Existing wa11 and floor finishes shall remain where appropriate and impacted azeas shall receive new floor and wall finishes. Ceilings will be painted hazd surfaced ceilings, wa11 fmishes will be a combination of tile and painted surfaces and floors shall be ceramic rile. New toilet partitions, fixtures, vaniries, and accessories wi11 be pravided. - Elevator and Stair Lobby wil] be completely remodeled with new floor, wall and ceiling finishes. Walls will most likely receive vinyl wall covering, carpeted floor and suspended ceilings with appropriate incandescent or fluorescent lighting. - It is the intention the following materials and finishes be provided: o New 2 X 4 lay-in acousrical 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 Room and 3 comer Offices shall be constructed to the structure above and fully insulated. o Office partitions shall extend to the underside of the ceiling grid with select Offices to be insulated. o Other drywall partitions aze to extend 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 in a knockdown metal frame 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 piant. Fin tube radiation along the building perimeter. 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 morion devices. Office and Conference Room fixtures shall be dual ballasted and dual switching to enable occupant mulriple foot candle control. o All offices, conference rooms and open office cubicles to be wired for gower and data per the City's requirements. o Fully fire sprinklued Tlurd k7oor West - This floor is currently vacated from current tenants and void of interior partitions, ceilings and floor finishes. - The azea is approximately 9,100 square feet and approximately 2!3 of the total floor plate is included. iii C�g �(�G�� - This floor is connected to the 3"' floor East Building via private skyway and is not connected directly to the City's skyway loop. - T'Sere is no work to be inciuded in the public spaces such as elevator core and lobbies or toilet rooms. - 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 azeas deemed approgriate for City specific use) o Interior partitions to be constructed of inetal studs with drywall each face. Conference Room and 2 select offices shall be constructed to the structure above and fully insulated. o Office partitions shall extend to the underside of the ceiling grid with select Offices to beinsulated. o Other drywall partitions are to extend to the underside of the ceilina and uninsulated. o Znterior partitions are to receive a painted finish. o Doors to be 3' X T solid core wood doors in a lmockdown metal frame with ]ever hardware. o Select doors considered for secwity will be accessed via cazd 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. Office and Conference Room fixtures shall be dual ballasted and dual switching to enable occupant mulriple foot candle control. o AIl offices, conference rooms and open office cubicles to be wired for power and data per the City's requirements. o Fully fire sprinklered iv EXHIB{T E ��`� �� INTENTfONALLY OMITTED EXHIBIT F �- � �a RULES AND REGULATIONS Tenant agrees to observe the rights reserved to Landlord in the Lease and agrees, for itself, its employees, agents, clients, customers, invitees and guests, to comply with the following 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 shal! not be obstructed by any tenants, their empioyees or agents, or used by them for purposes other than ingress and egress to and from their respective suites. Boxes, cartons or any other debris which is to be thrown away by the cieaning crew should not be left in the corridors. 2. Ali heavy articles (i.e., safes) shafl be carried up or into the Premises only at such times and in such manner as shali 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 empioyees, shatf be paid for by Tenant. 3. Tenant will refer all contractors, contractors' represe�tatives and installation technicians rendering any service on or to the Premises for Tenant to Landford for Landiord's approval and supervision before performance of any contractuai service. This provision shall appfy to all work performed in the Building, including but not limited to the instailation of the telephone and other communications equipment, electrical devices and attachments and instailations of any nature afFecting floors, walls, woodwork, trim, windows, ceilings, equipment 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 shail be inscribed, painted or affixed on any part of the inside or outside of said Building. Landlord will supply building standard signage for TenanYs suite entrance, at TenanYs cost. Any additions, deleYions or changes to the door signage after the original signage is instal{ed shalf also be at Tenant's cost. A directory in a conspicuous space, with the names of tenants, will be provided by Landiord; any necessary revisions to the directory wiii be made by Landlord within a reasonable time after notice from Tenant of the error or change making the revision necessary. No furniture shall be placed in front of the Building or in any lobby or corridor without written consent of Land{ord. Landlord shall have the right to remove all other signs and fumiture, without notice to Tenant, at the expense of Tenant. 5. Tenant shal! have the non-exclusive use in common with Landlord, other tenants, their guests and invitees, of the automobile parking areas, driveways and footways, subject to reasonable rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord shafi have the right to designate parking areas for the use of tenants of the Project and their empioyees, and tenants �t�'��1� and their employees shall not park in parking areas not so designafed, specifically including driveways, fire 4anes, loadinglunloading areas, waikways and building entrances. Tenant agrees that upon written notice from Landlord, it will furnish Landlord, within five (5) days fram receipt of such notice, the state automobile license numbers assig�ed t� the automobifes of Tenant and its employees. Landlord shall not be liabie for any vehicie of Tenant or its employees that Landlord shait have towed from the premises when ilfegaily parked. Landford wi{I not be liable for damage to vehicles in the parking areas or for theft of vehicles, personal property from vehicies, or equipment of vehicles. 6. No tenant shall do or permit anything to be done in said Premises or bring or keep anything therein which will 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 confiict with the laws relating to fire, 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 afl times keep a pass key, and agents of Landlord shall at a{i times be allowed admittance to TenanYs Premises. 8. No additional locks shall be placed upon any doors without the written consent of Landlord, Ali keys to the Premises shall be furnished by Landlord in a reasonable number commensurate with the square footage leased, Additionai keys shall be furnished at Tenant cost. Upon termination of this tease, afi keys shali be surrendered, and Tenant shall then give Landlord or its agent explanation o# the combination of afl locks upon any doors or vaults. 9. No windows or other openings that reflect or admit light into the corridors or passageways, or to any other place in said Building, shail be covered or obstructed by any tenant. 14. No person shall disturb the occupants of the Building by the use of any musical instruments, the making of unseemfy noises, or any unreasonable noise. No animals or pets of any kind will be allowed in the building. 11. The water closets and other water f'txtures shall not be used for any purpose other than those for 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 shail occasion it. 12. No bicycies or similar vehicles will be ailowed in the Buiiding. Exterior parking for such vehicles wil! be provided. 13. Nothing shali be thrown out the windows of the Building or down the stairways or other passages. 14. Tenant sha{I not be permitted to use or to keep in the Building any kerosene, camphene, burning fluid or other iiluminating materials. ll �� 15. If any tenant desires, at its cost, telephon+c or other electronic connections, Landlord or its agenfs wili direct the electricians as to where and how the wires may be introduced, and without such directions, no boring or cutting for wires wili be permitted. 16. All mini-blinds, draperies or other window treatments Tenant desires to instali on exterior windows in the Premises shall be of such shape, color, materials and make as shall be approved by Landlord and the same shall be installed at Tenant's cost. Landlord or its agents shall have the right to enter the Premises ta examine the same or to make such repairs, alterations or additions as Landlord 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 place on the windows or doors thereof, or upon the bulletin board, a notice "For RenY'. 18. No portion of the Buiiding shall be used for the purpose of lodging rooms or for any immoral or unlawfui purposes. 19. All glass, locks and trimmings in or about the doors and windows and a!I electric fixtures belonging to the Building shall be kept whole, and whenever broken by anyone shal{ 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 shali not install or authorize the instatiation of any vending machines or food preparation devices without Landford's written approval. Landiord shall have the right to rescind this approval, if given, without 4iability to Tenant for reimbursement of any Tehant costs or expenses or to grant exclusive rights to vending machine operators. 21. Landiord reserves the right at any time to take one elevator out of service to tenants for exclusive use by management in servicing the Buiiding. 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 Landlord and procure a removal permit from the Office of the Building authorizing Building employees to permit such articles to be removed. 24. Before leaving the Premises unattended, Tenant shali ciose and securely lock all doors and transoms and shut off all utilities in the Premises. Any damage resulting from failure to do so shal! be paid by Tena�t. 25. Tenant shall not place any radio or television antenna on the roof or on or in any paR of the inside or outside of the Building other than the inside of the Premises, or operate or permit to be operated any musica� 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 iii �a-�o� which may inter�ere with or impair radio or television broadcasting or reception from or in the Building or elsewhere. 26. Tenant shail 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 repuiation of the Buiiding. 27. Tenant shalf not piace anything or allow anything to be piaced near the glass of any door, parkition, or window which may be unsightiy 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 normal(y taken in or out through the trucking concourse or seroice doors or in or on freight efevators; or, whether temparari{y, accidentally, or otherwise, allow 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 shal! lend its fuq cooperation to keep such areas free from aii obstruction and in a clean and sightly condition and move al{ supplies, furniture 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 platForm at or about the time arranged for removal therefrom. 28. Tenant shal! not do any painting or decorating in the Premises; or mark, paint, cut or drili into, drive naiis 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. lf Tenant desires signal, communication, alarm or other utility or service connections instalied or changed, the same shall be made by and at the expense ofi Tenant, with tne approvai and under direction of Landford. 29. Upon written application by Tenant, and approva! thereof by Landlord, Landlord shali furnish freight elevator service for Tenant at times other than those times provided fot in the Lease at rates for such usage from time to time maintained in effect by Landlord. iv EXHIBIT G �� /� �� FORM OF ESTOPPEL �ETTER LANDLORD'S NAME Re: Lease Dated: Landlord: Tenant: Premises: Gentlemen: The undersigned ("TenanY') 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 Qate of the Term is , 2008. The Expiration Date of the Term is , 20_ 3. Tenant has accepted the Premises for occupancy and the condition of the Premises and the Building, is in conformity with 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 defauit on the part of Landlord under the Lease; and the Lease has not been amended, modified, suppiemented or superseded. Dated: _____, 2008 �Y— Name: Title: WORK ��IP�(/ (ALLOWANCE) The terms used herein shall have the meanings ascribed to them in the Lease, unless otherwise stated herein. Landlord and Tenant agree that their respective rights and obligations in reference to tfie construction of the Tenant Finish improvements shall be as follows: Construction Documents. A. Drawings and Specifications. Landlord and Tenant have agreed to schematic drawings or construction ot the Tenant lmprovements, which drawings are attached to this Lease as Exhibit "D." Construction drawings and specifications for the, Tenant fmprovements shaii be prepared by Mohagen/Hansen Architectural Group ("Landlord's Architect") based on of the drawings and specifications incfuded in Exhibit D. B. Tenant Approvai. 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 specificaGons, and to advise.Landlord of such approval or objections. Landlord shall direct Landlord's Architect to modify the construcUon drawings and specitications to incorporate TenanYs reasonable requirements. C. Buifdin4 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 othervvise specified on tfie construction drawings and specifications, Building Standard Construction shall be utifized for the Tenant Improvements, Landford shafl have the right to designate, and from time to time to change, the materials, fixtures, colors and other {tems that are Building Standard Construction, provided that such changes are of equal or superior quality. 2. I�rovement Price. The "improvement Price" for the Tenant improvements shall be calcu{ated and paid as follows: A. The Improvement Price shall include the cost of all architectural and engineering constnaction drawings and specifications required In connection with the improvements, all 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 cabiing with the Premises (afi such construction being hereinafter referred to as the "Work"), as more specificalljr set forth in Exhibit 1 attached to this Work Letter , in addition thereto, Tenant sha{I pay, at its expense, for cabling costs from the city sireet to the third floor, main networking room of the Premises. B. Landiord will pay the Improvement Price, to the e�ttent that it does not exceed the amount of $1,100,000.00 as set forth in Exhibit 1. Tenant shafl reimburse Landtord for the Improvement Price. Any additional improvements shail also be at TenanYs sole cost and expense.. Landiord shall submit periodically to �� Tenant an invoice, in dupficate, with backup from the contractor for the costs of completed Tenant Improvements. Within fou+teen {14) days of such submission, Tenant shall reimburse the Landlord for the Tenant {mprovements as invoiced. C, [intentionally omitted]. D. Landlord shali have no Obligation for the cost of improvements, finishes, or additional Work not included 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 sha!! be subject to Landlord's approval, which shaii not be unreasonably withheld. Any delay in completion of Additianal Work performed by Tenant shali not delay commencement of the Term of the Lease or iimit the obligations of Tenant as set forth herein. E. Failure by Tenant to time(y 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 shaii be a default under Paragraph 18(a)(ii) of the Lease, entit{ing Landford to afl of its remedies under the Lease as well as ail remedies otherwise available to Landlord, including, at Landford's option, the right to withhold delivering possession of the Premises untii such amounts have been paid in fuii. 3. Completion of the Work: Substantial Gompietion Date. Landlord shall 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 two or three weeks before the Commencement Date (the "Substantial Completion Date"). The Commencement Date shall be the date which is two (2) or three (3) weeks foliowing the Substantiaf 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) TenanYs requests for materials, finishes or installations other than Building Standard Construction; (d) performance of Additional, Work in the Premises by Tenant or its cantractors, suppliers, employees or agents; (e) any other act or omission of Tenant; (ali of which shali 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 Landiord ('Unavoidable Delays"), then the Commencement Date shail be deferred only until the date on which Landlord would have substantially compieted the performance of the Work but for such delays. Deferral of the Commencement Date shall be in full settlement of all claims that Tenant might othenvise have against Landlord by reason of the Premises not being ready for occupancy by Tenant as of the Commencement Date provided in the Lease, and such deiay shall not entitle Tenant to, rescind or terminate the Lease. For the purpose of this provision, "substantial completion" shall mean that the Work is substantially completed except for minor punchlist items so that Tenant may commence move furniture and fixtures into the Premises free of unreasonable noise, odors or disruption. ii �� 4. Entrv bv Tenant Prior to Commencement Date. Landlord consents to Tenant entering the Premises during the two weeks prior to the Commencement Date for the limited purpose of installing cabling, furniture and equipment. Tenant shall coordinate such ear{y entry with Landlord andlor Landlord's generai contractor. dfherwise, tandlord, subject to the following terms and conditions, a�d 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 Tenanfs use and occupancy. A. Tena�t 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 must contain or be accompanied by: (i) a description and schedule for the work to be performed by those persons and entities for whom and which such early 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 pertormance of the work for which such early access is being requested; (v) copies of all pfans and specifications pertaining to the work for which such access is being requested; (vi) copies of all 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 aIl 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 ail such work, if such assurances are requested by Landford. Each of the foregoing shall be subject to Landiord's approval, which approval shall not be arbitrarily withhefd. B. Early access to the Premises is subject to scheduling by Landlord. C. TenanYs 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, Landtord's work in other premises and in common areas of the Building or the general operation of the Building. If at any time such entry shall cause or threaten to cause disharmony or interference, including �abor disharmony, Landlord may withdraw its license upon twenty-four (24) hours prior written notice to Tenant D. Tenant agrees that any eariy entry into the Premises shali be at TenanYs own risk and Landlord 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 fandford harmiess from any and all liability and claims arising out of or connected with any such injury or damage. E. Tenant shall be liabie to Landlord fior any damage to the Premises or any portion of the Work caused by Tenant or any of Tenant's employees, agents, contractors, workers, suppliers or invitees. iii �� 5. Landlord's Entrv After Commencement Date. Landlord may enter the Premises at any time after the Commencement Date, upon prior notice to Tenant at times mutually acceptable to complete unfinished details of the Work and such entry by Landlord, its agents, servants, employees, or confractors for such purposes shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution ofi Reni, or relief Tenant from any obiigation under this Lease, or impose any liability upon Landlord or its agents; provided, however, Landlord shail not unreasonably interfere with TenanYs business and to the extent that any such work wili interfere with Tenanfs business, such work will be compfeted after business hours. 6. Landlord's Propertv. All work and materials fumished are Landlord's property and will be considered part of the Buiiding, subject to TenanYs rights to use the same under the Lease. 7. Bindina Aareement This Agreement is binding upon and inures to the benefit ot Landlord and Tenant, and their respective heirs personal representatives, successors and assigns. LANDLORD: TENANT: 375 JACKSON COURTLY LLC CITY OF ST. PAUL {a Minnesota limited liability company) By BY James Crockarelt its Vice PresidenUSecretary !ts 375 JACK50N WILLOW LLG (a Minnesota limited liability company) � James Crockarell Its Vice President/Secretary Fs�� E X ti f B I T 1 to work Lettex City of St Pau! �.S.L � (nterior Tenant Fit-Out 375 Jackson Building r, d� f� fl /"� UO 'K V i� e 0 U a. 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