96-412Tt��;��-.�� � � �
� ' �`
. _ . ... � � � i i!
�'MEN A E�
`k�a`1�9�
Presented By
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
Referred To
Council File # �Sn_ � � �
Green Sheet # 31880
RESOLUTION
SAINT PAUL, MINNESOTA ��Gt-�Yt�'"'`�
\ i a�
Committee: Date
WI�REAS, the Department of Finance and Management Services wishes to support the City's goals for
downtown development, fiscal responsibility, and promoting the City; and
WHEREAS, staff from the Finance Department and the Department of Planning and Economic
Development have jointly investigated the feasibility of having the City establish a retail store to promote the City
and sell unique City surplus, used books, and promotional items; and
WHEREAS, staff research has shown that such a retail store could be successful if located in the former
Liemandt's space in the NorWest Center; and
WHEREAS, Saint Pau1 Public Library needs to relocate the Town Square Library kiosk and has an interest
in including this branch library within the Store facility; and
WIIEREAS, local cultural organizations, such as the Friends of the Saint Paul Public Library, the Como
Zoological Society, the Minnesota History Center, and the Saint Paul Visitors and Convention Bureau have
indicated an interest in collaborating with the City to establish and promote a City Store/branch library; now,
therefore be it
RESOLVED, that the Mayor and the Saint Paul City Councii, authorize the Finance Department to
establish and operate a City Store/Library on a one-year pilot proj ect basis, with the goal to assign full operational
responsibility for the Store to a non-city entity at the end of the pilot period; and be it further
RESOLVED, that the Finance Department sha11 monitor the success of the project and provide periodic
reports to the Mayor and City Council and shall make a recommendation about whether or not to continue the
Store at the end of the pilot project; and be it further
RESOLVED, that the Finance Deparhnent is authorized to execute the attached lease far space to house
the StorefLibrary operation; and be it further
RESOLVED, that any excess revenues generated from the operation of the Store sha11 be deposited in
appropriate City accounts in accordance with adopted policies and procedures; and be it finally
s�c=NSE�7.T P'�''�i°+cr+eM�sHT *��„ L.ov.�u6�i,, Ner� o�t Li n� C' 33
RESOLVED, that the Mayor hereby recommends the foilowing changes to the 1996 City budget to permit
the establishxnent ofthe City Store/library;
1.
2,
3
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
48
49
50
51
52
53
54
55
56
57
58
59
60
61
: !` €!�" i �-:f s ", � :
� ,�
�. �..� . ;�;
DEPARTMENT & DIVISION: CURRENT
LEDGER FUND. ACTIVITY. OBJECT BUDGET
Financing Plan
Finance Special Projects
Treasury Special Fiscal Services
GL 165-311549830 Use af
Fund Balance
Spending Plan
Finance Special Projects
Treasury Special Fiscal Services
GL 165-31154-0799 Intrafund
Transfer Out
Financing Plan
Finance Special Projecu
City Store
GL 165-31162-7499 Intrafund Transfer In
GL 165-31162-4205 Merchandise
Spending Plan
Finance Special Projects
City Store
GL 165-31162-0219 Fees, Other Prof. Serv.
GL 165-31162-0221 Postage
GL 165-31162-0222 Monthly Line Charges
GL 165-31162-0223 Long Distance
GL 1 65-3 1 1 62-0224 Phone Installation
GL 165-31162-0237 Parking
GL 165-31162-0241 Outside Printing
GL I65-31162-0245 Publication/Advertising
GL 165-31162-0248 Licenses, Permits
GL 165-31162-0249 Other advertising
GL 1 65-3 1 1 62-0259 Other travel, training
GL 165-31162-0280 Computer Maint.
GL 165-31162-0282 Rental of Office Space
GL 165-31162-0291 Refuse Disposal
GL 1 65-3 1 1 62-0299 Other Misc. Services
GL 165-31162-0359 Other Spec. Materials
GL 165-31162-0361 Office Accessories
GL 165-31162-0363 Paper, Forms
GL 165-31162-0364 Letterhead, Envelopes
GL 1b5-311b2-0368 Office Supplies (GOP)
GL 165-31162-0369 Other Office Supplies
GL 165-3 1 1 62-03 83 Small Tools
GL 165-31162-0386 Clothing, Uniforms
GL 165-31162-0389 Other Misc. Supplies
GL 165-31162-0531 Petty Cash Advances
GL 165-31162-0533 Material For Resale
GL 165-31162-0537 Operating Transfer Out
GL 165-31162-0814 Other O�ce Equipment
GL 1 65-3 1 1 62-08 1 5 Desks, Chairs, Tables
141,000
�
� �
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
I "
APPROVED
CHANGES
50,000
50 000
50 000
50,000
100.125
150.125
45,500
500
750
150
250
I50
5,000
5,000
75
2,500
1,200
1,200
23,500
350
1,000
750
150
250
650
200
250
250
200
500
500
35,000
10,000
500
500
Za�3
AMENDED
BUDGET
191,000
50 000
50 000
50,000
100.125
150.125
45,500
500
750
150
250
150
5,000
5,000
75
2,500
1,200
1,200
23,500
350
1,000
750
150
250
650
200
250
250
200
500
500
35,000
10,000
500
500
1
2
3'
4
5
6
7
8
9
10
11
12
13
14
� i i f'' i"'�%,� ; ri P
r�
� r`,. .�,��i'�-o�
DEPARTMENT & DIVISION:
LEDGER FI1ND. ACTNITY. OBJECT
GL 165-31162-0816 Cabinets, Bookcases
GL 165-31162-0848 Other Special Fquipment
GL 165-31162-0856 Data Proc. SoRwaze
GL 165-31162-0857 Data Proc. Hardwaze
GL 165-31162-0858 Telephone Equipment
�
1
�
1
p. 30�3� � y�t�,a'
APPROVED
CHANGES
AMENDED
BUDGET
3,000
2,000
2,500
5,500
300
150 125
� ��
3,000
2,000
2,500
5,500
300
150.125
Reguested by Department of:
Adoption Certified by Council Secretary
By:
Approved by or: Date �
By:
L
���� �
�
Adopted by Council: Date �_�� Zy. \Qq `
r—
Finance & Management Services
- � -- � GREEN SHEET
4/4/96 _____
°1���1��...
N° 31880
INrtIAUDATE
TOTAL # OP SIGNATURE PAGES 1
OEPARTMENTDIRECTOF �CITYGOUNG�L
CITY ATTOFNEY O C17Y CLERK
BUDGET DIRECTOR � FIN. & MGT. SE
MAYOF (OR ASSIST �
(CLIP ALL LOCATIONS FOR SIGNATUR�
Authorize the Department of Finance and Management Services to establish a City Store on a
one-year pilot project basis; establish budgeY for Store; authorize appropriate officials
a
_ PLANN7NG COMMISSION _ (
_ CIB COMMRTEE _ _
_ STAFF _ _
_ DISTRICTCOURT _ _
SUPPORTS WHICH COUNCIL O&IECTIVE?
PERSONAL SEHVICE CONTRACTS MUST ANSWER THE FOLLOW�NG QUESTIONS:
1. Has Mis pe�soNfism ever worked under a cortrect fw this department? �
YES NO
2. Has this persoNfirm ever been a c�ly employee?
YES NO
3. Does this person/Firm possess a skill not nortnally pos5essed by any current city employee?
VES NO
Explain all yes answers on separate sheet antl ettaeh to graen shaet
INITIATING PROBLEM, ISSUE, OPPOHNNI'fY (N'Iw, W1iat, Whan, Where, Wliy):
Staff research has shown that it could be possible for the City to generate additional reven
by selling unusual City surplus items and Saint Paul keepsakes through a retail Store. The
Store could also serve as a new home for the former Town Square Branch Library and as a
vehicle for marketing 1oca1 resources and cultural attractions. This proposal is to operate
the Store on a one-year pilot project basis, then "spin it off" to a non-city entity to
manage on behalf of the City. The new retail facility will have the potential to add severa
new jobs, seroe as an ongoing job training facility, and to fill up previously vacant downto
New source of revenue for City, and new marketing vehicle.
Though initial projections,are positive; there is no guarantee that Store will be successful
Opportunity to use Store as a new souxce of revenues will not be available.
� '�"'�c�� ;' �4`(��'
, -... �, � .;i, �G
f-e'.,'i� Ct v i�.,�,.+ad
TOTALAMOUNTOFTpANSACTION S 1SO.1ZS
COST/REVENUE BUDGETED (CIHCLE ONE) YES NO
FUNDING SOURCE New activity 31162/sale of inerchand��rr
FINANCIAL INFORMATION: (EXPLAIN)
�.��,�NT � t 9 �- y� a
Amendment #1 to Resolution 96-412
RESOLVED, that initial startup costs for the Store will be financed through an interfund loan
which shall be paid back from Store proceeds over a five-year period, beginiung in 1997, at an
interest rate equivalent to the City's investment portfolio rate of rehun which is presently
approximately 6%; that a complete amortization schedule shall be developed by the Treasury
Division which shall maintain all records of the loan transaction; and be it furdier
9�.-y��
City of Saint Paul Store
Overview of Proposed Pilot Project
Apri11996
Overview:
This is a proposal for the City to estabiish and operate a retail store as a one-yeaz pilot project. It
is anticipated that the Store would sell unique City surplus such as parking meters, old signs,
traffic signal, heads, used library books, and other similaz items. In addition, the Store would sell
select new merchandise, such as City of Saint Paul tee shirts, mugs, "Prejudice isn't welcome '
items; merchandise from the Como Zoo, Conservatory, and MN History Center. It is aiso a
potential outlet for seasonal items, such as Winter Carnival merchandise as weli as tickets for
Saint Paul events.
The facility would also contain displays from various cuitural attractions, such as the downtown
museums and serve as a new mechanism to market these attractions and help visitors easily
obtain information about how to get there.
If successful, after the pilot period, the City would transfer full responsibility for the operation to
a non-City entity. The former Town Squaze Branch Library kiosk would be co-located within
the Store facility, but would continue to be budgeted and managed as a separate entity. Overall
goals for the Store aze:
• Contribute to the revitalization of downtown Saint Paul by creaUng a new, unique retail
business with the potential to create new job training opportunities;
• Generate new revenue for City operations from an improved return on surplus items and
the sale of new merchandise;
• Promote Saint Paul and its culturai and other resources;
• Enhance cooperation with other organizations who have a stake in promoting Saint Paui
(Minnesota History Center, Children's Museum, Science Museum, Convenrion and
Visitor's Bureau, among others);
• Provide customers with unique goods that aze not available at other retail stores in Saint
Paul.
The Store facility will make use of City employees who aze under the Modifaed Duty Worker
Program as they become available during the pilot project and potentially over the long term. In
addition, it is anficipated that the management company will create from one to three new jobs
(non-City) in carrying out their responsibiliTy for daily Store operations.
Financial Feasibility:
This Store proposal is being recommended after a very thorough analysis of revenue potential
and consultation with local business experts. A preliminary business plan indicated that the
Store could be viable if only 1% of the potential Store visitors actualiy made purchases (see
Attachment E, Preliminary Business Plan). The plan was based on the notion that the Store
would offer merchandise not currently available in other downtown retail estabiishments so that
\ V ��\ I�
it would not operate in direct competition to such businesses, but rather, would be compatible
with them. The cities of San Diego, Chicago, Fort Worth, and others have operated similar stores
for a number of yeazs, quite successfully.
ManagemenUOversight:
During the initial pilot period, the Depamnent of Finance and Management Services would be
responsible for oversight of the project. The Department plans to contract with a non-profit
organization, Project For Pride in Living (PPL) to handle day-to-day operarion of the Store. (See
Appendix D for background on how PPL was selected and the corporation's qualificafions.) At
the end of the pilot period, the Finance Department will review PPL's performance and
recommend whether to assign full responsibility for Store operations to this organization or to
issue an RFP for an entity to run the Store.
Financing/Revenues:
The proposed budget for the pilot phase includes a$50,000 interFund start-up loan from the
Treasury Fiscal Services activity. This loan would be repaid over a five-yeaz period, out of the
Store proceeds. Other financing would be generated through sales of inerchandise and other
Store services. Any revenues not needed to cover operating expenses and loan repayment would
be returned to the City.
Action Requested:
Adopt resolution authorizing
• One yeaz-pilot project under City supervision with day-to-day management provided by
PPL, a non-profit organization
• Estabiishment of new activity, spending and financing plan (including interfund loan)
• Execution of a three-yeaz lease for the space in the Norwest Center
• and, designating the Department of Finance and Management Services and the City
depar[ment with oversight responsibility
Attachments:
A) Proposed Resolution
B) Draftlease
C) Smnmary of reseazch and criteria for management entity
D) Background information on PPL
E) Preliminary Business Pian
F) Preliminary floor plan for Store
�
�ta �hrm.�,w�` �3
� �_ :� �._ .
9c.—��2-
LEASE AGREEMENT
FOR
NORWEST CENTER SKYWAY
Between
CITY OF 5AINT PAUL
('I'enant)
and
TPUCMS ST. PAUL LINIITED PARTNERSHIP
(Landlord)
° ��-�1\a.
TABLE OF CONTENTS
Paee
1. Lease Data and Exhibits ........................................................ 1
a . Building .................................................................. 1
b . Premises.--•--�-� ......................................................... 1
c . Term ..................................................................... 1
d. Lease Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
e. Expiration Date ............................................................ 1
f . Rent ...................................................................... 1
S• �`+��� ............................................................ 1
h. Permitted Uses ............................................................. 1
I. Noticesand Payment Addresses ................................................ 1
j. Tenant Name ............................................................... 2
k .Exhibits ................................................................... 2
2. Premises .................................................................... 2
3. Commencement and Expiration Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
a. Lease Commencement Date .................................................. 2
b . . . . ................................................... 2
C. n__r.r_."_ _rn_�._.____�„_.r'`' ..... 2
.....................................
d. Expiration Date ............................................................ 2
4 . Rent ........................................................................ 2
a. Base Annual Rent ........................................................... 3
b. Additional Rent ............................................................. 3
c.�'ereentage�ert� ..............................................................3
d . OtherSums ...................................................... ..........5
e. Interest and Late Chazges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
f . Non-Waiver ........................................................ ........5
g. Electronic Funds Transfer Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .5
5. Seet�ity-Hepesit .............................................................. 6
6. Rent Adjushnent .............................................................. 6
7 . ................................................ 6
8 . Uses ........................................................................ 7
9. Acceptance of Premises ........................................................ 8
10. Landlord Furnished Services .................................................... 8
a. Air Conditioning and Heating ................................................. 8
b. JanitorService ............................................................. 9
i
T i
°1�-41�
c. Elevator Service ............................................................ 9
d . Electricity ................................................................. 9
e. Window and Door Coverings ................................................. 9
f. Failure to Pay for Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
g. Interruption of Services ...................................................... 9
h. Energy and Conservation Policies .............................................. 9
11. Landlord's Title ............................................................... 9
l2. TenanPs Obligations ........................................................... 9
a . Repairs ................................................................... 9
b. Doorsto be Locked ........................................................ 10
c . Holding Over ............................................................. 10
d. Lawsand Regulations ...................................................... 10
e. Mechanic's Liens .......................................................... 10
f. Tenant'sInsurance ......................................................... 10
13. ConductofBusiness .......................................................... 10
a. General Conduct ............................................................10
b . Restriction ................................................... .............I1
14. Merchant's Association ...................................................... ...I1
a. Merchants' Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
b. Contributionto Promotion Fund .............................................. 11
c . Promotion Fund ........................................................... 11
d. Operation of Promotion Fund by Merchants' Association . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
e. Tenant Advertising ........................................................ I1
15. TenanYs Alterations ............................................................12
16. Rights Reservedto Landlord ................................................... 12
a . Name Change ............................................................. 12
b . Signs .................................................................... 12
c . Sources .................................................................. 12
d . Services ................................................................. 12
e. Reoccupancy Preparation .................................................... 12
f. Enterthe Premises ......................................................... 12
g . MailChutes .............................................................. 12
h . Security ................................................................. 12
I. HoursofClosure ........................................................... 13
j. Heavy Equipment .......................................................... 13
k. Accessfor Work .......................................................... 13
I. Work Permission .......................................................... 13
m. Relocation of Other Stores and Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
17. Rights and Obligations Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ii
}
18.
a c. -y�a.
a . Possession ............................................................... 13
b. Condition of Premises ...................................................... 13
c. RemovalofAdditions ...................................................... 13
d. Floor Covering ............................................................ 13
e. Property Presumed Abandoned ............................................... 13
Assignmentand Subletting ..................................................... 13
a. Consent Required .......................................................... 14
b. Profitfrom AssignmenUSubletting ............................................ 14
19 . �,_�._,.,,_,,__.,.v__•__-- ..................................................... 14
20. Waiver of Certain Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.
22.
23.
24.
25.
26.
27
28.
Untenantability .............................................................. 15
Condemnation ............................................................... 15
a. Entire Taking ............................................................. 15
b. Partial Taking ............................................................. IS
c. Awardsand Damages ....................................................... 15
Rightsand Remedies ofLandlord ............................................... IS
a. Events Giving Landiord Termination Rights .....................................
b. Defaultby Tenant .........................................................
c. Re-enhy by Landlord .......................................................
d. Tenant's Obligations if Landlord Elects to Terminate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
e. Removal and Storage of Tenant's Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
f. Injunctive Relief ...........................................................
g. Costs and Expenses of Enforcementof Lease ....................................
16
16
16
16
17
17
17
Improvementsby Landlord ..................................................... 17
Transfersby Landlord ......................................................... 17
a. Sa(es, Conveyance and Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b. Effect of Sale, Conveyance or Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
c. Subordination .............................................................
d . Attomment ...............................................................
e. Ef£ectofAttomment .......................................................
f. Execution ofInstruments ....................................................
17
17
17
17
17
18
Acknowledgments ........................................................... 18
Authoritiesfor Action ......................................................... 18
Acts Subsequentto Termination ................................................. 18
iii
, , qC 4�1a.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
Waiver of Default and Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Platsand Riders ............................................................. 18
Meaning of Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Representative Capacity ....................................................... 18
Successorsand Assigns ....................................................... 18
Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Optionto Relocate ........................................................... 19
Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
No Partnership .............................................................. 19
Notices.................................................................... 19
Landlord's Liability ........................................................... 19
Mazginat Notations ........................................................... 19
Examination ofLease ......................................................... 19
GovemingLaw .............................................................. 19
Entire Agreement ............................................................ 19
AdditionalProvisions ......................................................... 19
E�ibit A- Legal Description of the Entire Premises
E�ibit B - Floor Plan
E�ibit C - Additional Provisions
E�ibit G 1 Tenant Improvement Floor Plan
iv
qc.-4�a�
LEASE
NORWF.STCENTERSKYWAY
THIS LEASE made this_ day of . 199 6 between 1'F i
PARTNERSIIIP, a Delaware limited partnership ("Landiord") and �• ��/ .� //�
For good and valuable considem[ion, tlie receipt and su�ciency �'� ��� f; �. /j�
parties covenant and agree as follows: 1/- �'`�
V
I. LEASE DATif AND EXFIIBITS Candlord and Tena�t
used herein shall have tha meanings provided in lhis Sution l, unless o
provisions of this Lease:
a. Buildino: (^Skyway"), known as Norwest Center Skyway, located at ru.,� ...._
Cedar Stree[s, in the City of St. Paul, County of Ramsey, State of Minnesota, situated on the real property
Iegally described on Eshibit A attached hereto and hereby made a part hereof ("Entire Premises").
b. Premises• ("Premises"), consisting of the area as outlined on the floor plan(s) of
the Skyway, attached herero az Exliibi[ B, and hereby made part hereof, including Landbrd's Improvements,
if any, set forth on Exhibit C. As used fi[his Lease, Iandlord and Tenant agree [hat the area otTenanYs
Premises is 3 3fi4_ square fee[ (if not known at time of exew[ion of Lease, amount shall be de[ermined by
Landbrd as soon as prac[icable). (See also Exhfbit C, Additional Provisions)
a 'I' rm: hree years, zero 0 mon[hs and zero (Ol days, wmmencing on
ffie Lease Commencement Date and tetminating on the Expiration Date, unless sooner terminated as
provided in the Lease.
d. �ease Commencement Da[e• May 1. 1996 -- - —` --"— --'-`-- '-`- --
E--�z iratbn Datr Anri130.1999 .
enh
(I) Base Annua{ Rental in the amount of $( see Exhibit C. Additiana! Provisionsl
per square foot of Rentable Area of the Premises, payable in monthly instalimen4 of $ fsee Exhibit C.
Additional Provisionsl in advance on or before the first day of each calendar month of the Te`m. (See also
Exhibit C� Additional Provisions) Ren[ shali be adjusted from time to [ime as provided in Sec[ion b
hereof; The IIase Index Figure shall be based upon the cost of living for the mon[h immediately prior [o Ihe
month of the anniversary of [he Lease Commencement Date, which first mon[h of such Base Index figure
shall be ril 19�. Base Annual Rental includes Base Real Es[ate Taxes due and payable in the
calendar year in which [he Lease Commencemen[ Da[e occurs, in the amoun[ of $ 1.49 per square foot of
the Entire Premises. Tenant has deposited with I,andford on the date 6ereof $ 3 Z 50 to be applied to tfie
first monthly Rent payment due hereunder. ,
(iii) Additional Rent as provided in Section 4(b) hereof.
g. Securi}yDe�osit: $ None
h. Permitted Use: Library. used bookstore and retail store
Natices and Payments AJJresses:
Landlord: Tenant:
TPi/CMS St. Paul Limited Partnership Ms.I•fnda Camp
Suite NI575, Norwest Center PurchasinQ,Svstems Mnnaeer
SSEastFifthStreet CitKoiStPanl/Rams%yCoun
St. Paul, MN 55101 Joint Purchasin�
Attn: Proper[y Manager _ 280 City Hali - CouH Rouse
St. Paul. MN 55102-I510
�
°I �-Nl a..
j. Tenant Name: Tenant shall operate and do business in the Premises and all signs
a�d adveAising shall be solely under the following trade name: Saint Panl Pubiic Library and Citv of
Saint Paal Store.
k. xhi its: The following exhibits or riders are made a part of this Iease:
E�ibit A- Legal Description of Entire Premises
Exhibit B- F1oor Plan of Premises
E�chibit C - Additional Provisions
Exhibit D- Rutes and Regulations
Exhibit E - Conditional Waiver
DaseVear 195�.
2. PREMISES RENTqBLEAREA. Iandlord does hereby lease to Tenant, and Tenant does
hereby lease from Landlord, upon [he tertns and conditions herein set forth, the Premises described in
Sec[ion 1(b) hereof as shoum on Exhibi[ B attached here[o and hereby made part hereof, together wi[h rights
of ingress and egress over common areas, if any, loca[ed on the Entire Premises, but excepting tv Landlord � �'
— the use of the exterior and demising walis (o[her than store fronts) of the Premises, the roof and the right to
instatl, use, repair and replace pipes, ducts, conduits, wires and appurtenant fixtures Ieading [hrough the .
Premises.
3. COMMENCEMENTAND EXP7RATIONDATES (See also Exl+ibit G)
I.ease Commencement Date. The Lease Commencement Da[e shall be:
(1) The date specified in Sec[ion 1(d)
... ... . .. .. . ... ..... . ... � .. .._. . _ . ._ . .... _.........._.
. .... .. . .. .. . . .. .. . . ... .. ..... ..... . . . ... . . . ..
. ... . .. .. .. ... . ... . . ... . .. .. .. . ..... . .. .. .. .. . . .... .
.: . .. . : ..: ... . . ... . .. .. . . ... . . . _ _
- ",,,;.
d. Ex�iration Date. Subject only to the eadier termination of this Lease pursuant to
the Terms and Conditions hereof, the L,ease shall expire on the date specified in Section 1(f�.
4. RENT .Tenant covenants to pay to Landlord, or such agent as Iandlord shall designate from
5me to time, without deduction or ott'set, in coin or currency of the United States of America, at the o�ce
°i�-4ta.
oCthe Skyway, or elsewhere as designa[ed from [ime to time by notice in writing to Tenant, [he following
sums u set forth in subsections (a) through (e), atl of which sums and interest thereon constitute Rent
hereunder.
a. BaseAnnualRent.InmonthlyinatsllmenhofBaseAnnualRenk�esumse[forth
in Section 1(� fieceof, as adjusted in Section 6 hereof, payable in advance promptly on the ficst day of every
calendar month of the Term (a pro-rated month if the term shall begin on any day excep[ the first day or shall
be tesminated on aoy day except ihe last day of any month}.
b. Addifionat Rent. On or befoce Aprit 1 of the calendaz yeaz fo(lowing the calendaz
year in which the I,ease Commencement Date occurs or as soon thereaRer as practicable, and in each
suceeeding yeac each year daring the Tecm, Landbrd shal! notify Tenant of the amount, if any, by which
the Real Estate Taxes per square foot of the Entire Premises due and payable in the then current yeay � ,
- wmmencing Sanuacy ]st, will exceed the Base Real Esta(e Taxes per square foot of the entire Premises.
.' MontLly installments of Additional Rent shall be equal to one-twelfth of the product of the square footage
of the Premises times ihe difference between the Real Estate Taxes per square foot of the Entire P`emises ,
due and pnyeble in tha ihen current calendar yenr and the Dnse Taxas per square Toot of the Entiro Premises. �
Commencing on the Ist day (the "Adjustment Date") of ihe calendar month following the date of Landlord's
� notice to Tenant of Real Esta[e Taxes per square foot for tha[ year as provided herein and continuing on the
first day of each calendar month thereafter, Tenant shall pay the monthly insta{{ment of the Additional Rent, _
as so computed, together with the payment of Rent otherwise due under the terms of the Lease. In the event ��.
Landbrd shall conTesk We amount of Taxes due and payabte undet th+s ptovision and shap be successful and -
` receive a refund, Tenan[ shall receive credit for i[s pro rzta share of such refund less the cos[ of such appeal,
ine(uding attomeys' fees. IC, in any calendar year during the Tetm hereof, Rea! Estate Taxes shall be reduced .
below the amount of Real Estate Taxes then curtently Ievied or assessed, TenanPs $ase Real Es[ate Taxes _
per squaze foot of the Entice Premises tar that caleddar year shalt be �educed to a sum equal to the amourt
� of Real Estate Taxes as so reduced, divided by the number of square feet of the Entire Premises.
� NotwiUutanding anytkiing contained herein to the conhary, if the amount of Reat Estate Tazces tevied anNor
assesed in the Base Year is affected by any application or prceeeding for a reduction in the amount of such
� Reat Estate Taces and if, as a result of such apptication or proceeding, Real Estate Ta�s levied and/or
assessed in Base Year shall be decreased, Landlord may recalculate the Additional Rent payabie to Landlord
by Tenant (with respect to Real Estate Ta�ces only) since the effective date of the decrease in &ase Real
Estate Taxes and Tenant shall promptly pay Landlord for any Additional Rent invoiced by Iandlord as a
result thereof. Landlord s6a11 have the righ[, in its sole discretion, to detennine Uie usable square footage
ofthe Premises and the entire Premises for purposes of de[ermining [he Additional Ren[. Usable area of a
single tenancy floor, whe[her above or below grade, shall be computed by measuring to [he inside finish of
permanent outer building walls, or from the glass line where at least 50% of the outer building wa�l is glass.
Usable area shatl include all area within outside walls, less stairs, elevatot shafts, Flues, pipe shafts, vertical
ducts, air conditioning rooms, fan rooms,jani[or closets, electrical close[s and such other rooms no[ ac[ually
available to the Tenant for ifs fumishings and personnel, and their enclosing walis. Toilet rooms within and
exclusively serving only [hat floor shall be included in rentable area. Usable area for a partial floor shall
include all space within the demising wails (measured from the midpoint of demising walls and in the case
of excerior walls measured as set fodh above), excluding vedical pene[rations such as building s[airs, fire
towers, eleva[or shaRs, flues, vents, stacks, pipe shafts, and vertical duc[s. Vertical pene[rations which are
for a speci6c use of'Canant, such as special s[airs or elevators, shali be included as usable area. No
� deductions from usable area will be made for wlumns or projections necessary to the support of the Skyway.
The term "Real Estate Taces" shall mean taxes on real property and personal property, including all tenan[ , . ,
improvements and property, which have not been paid by tenants directly to the tauing authority; charges '
_ and special assessments tevied wi[h respect to the Entire Premises, the Skyway, any improvements, fixtures
and equipmen[, and all other property of [,andlord, real or personal, iised direc0y in the operation of Ihe
Skyway and located in or on ffie Skyway; and any tanes Vevied or assessed in addition to or in lieu oS, in
whole or in part, such real property or personal property [axes, or any other ta�c upon leasing of the Skyway
or rents colfecced, but not inc{uding any federal or sfate income tax or fra�hise tax. The term "Base Real "
Fstate Taxes" shall mean the Real Estate Taxes due and payable in the calendar year in which the Lease
Commencement Date occurs.
r'
... ... . .. .. .. . __
°w�w
q4-y1�.
-��
- . -
- -
.
-
lTlAI.�.lw!RI/!1fJ.Rf 7.lA�.tfflTlfl�P1AI�IR�ITF�.leiS1��1lRlal��i.�f.�RAP1!N�l�R1. . . . . .
I.R�.l�I�RT.lT!!�!�f#�T��l�Z . .. .. . .. ... . ...
�
4
/
° I�-4�2-
.
` ��€,�t;�,� .
�f�1
d. Othe� Sums: AI! other sums paya6le under tLis Lease within ten (10) days after
Landlord renders a s[atemen[ therefor (such sums shall no[ be deemed to be Base Annual Aent and shall not
be deduded irom Percentage Rent nor considered in tfie compu[ation of Percentage Rent).
e. Interes[ and I,ate CharEes: Interw[ and late payment charges in accordancewith
Sec[ion 7 hereof.
f. Nan-Waiver: No payment by Tenant or receipt by Landlord of a Lesser amount
than the monthly rent herein stipulated shal I be deemed to be other than on account of the eadiest stipulated
rent, cwr shalt any endocsement or statement on any check or any letter accomQanyiag any check or payment
of ren[ be deemed an acwrd and satisfac[ion, and Landlord shall accep[ such check or payment wi[hou[
prejudice to Landirnd's right to recover the balance of such rent or pursue any otfier cemedy in this Lease
provided.
g, Electronic Funds Transfer Arraneement Upon ten (10) days written notice,
Tenant shall exewte all documents provided by Landlord in order ro estab�ish an electronic Tunds transfer
azmngement with Landlord and TenanYs financial insti[ution so as to allow Landbrd, at its optioq ro
automatically withdraw funds from TenanPs account for payment of Rent payable by Tenant [o Landbrd
pursuant to this Section 4, which sums shall be withdrawn on the £rst busmess day of each month. Tenant
further agrees to cooperate fully with I.andlord with respect to the electronic funds transfer arrangement
including, without limitation, assuring that adequate transferable monies exist in its account to fund
Landbrd's monthly electronic transfers. (n the event Tenant shall desire to change an account subject to the
electronic funds transfer arrangement, Tenant shall notify Landlord in writing and shall execute such
documents requested 6y Gandlord es[a6fishirtg the same electronic funds hansfer arrangement with resQect
to Tenant's new accoun[. The failure by Tenant to (I) execute all documen4 requited by Landlord
hereunder with said ten (19) day period, (ii) maintain sufSicient transferabte funds in its account or (iii}
otherwise fully cooperate with I.andlord with respect to this subsection shall each be considered monetary
defaults under this I,ease.
Notwithstanding any possible provision to the contrary contained herein, Base Annual Rent payable
�.,,... �,.......... �
��-y�a� ',
6ercundu for eny leasa year during the Term shall not be less than the initial Base Annual Rent as provided :
in Seclion 1(Q hereof. Tenant shail pay, beCore eny finq penalty, interost or cost may bc nddcd lhcreto for
nonpayment, any taY except income tax that may be levied, usessed, imposed upon or measured by the rents -
reserved hereunder or upon a commemial lease by any govemmental authoriry acting under any present or �
fuNre law. �
��f.�• - - - -
:. ' .y. _ _ .... . . ,;.. _ ., _ , ..: : � : : :.- � .: � . --. " =' c+' : -
EceEiert:
6. RENT ADJUSTMENT. The Base annual Rent is based upon the wst of living for the
month set forth in Sec[ion t(� hereof which is detertnined by the Consumer Price 7ndex for Urban Wage
Eamers and Clerical Workers-U.S. Ciry Average, All Items, published by the Bureau of Labor Statistics,
U.S. Departmen[ of Labor, based on all i[ems for the period 1982 through 1984 equaling 100. Ttie Base
Mnual Ren[ shall be adjusted in oce (I ) year in[ervals for each Lease Year during the Term on [he basis of
said Consumer Price Sndex or, if ihere sha11 be no such Corrsumer 4rice Index, then by the successor or the
most nearly comparable successor inderz, thereto (appmpriately adjusted to the 1982 through 1984 base) in
[he following manner:
a The Base Index Figure for the pucpose hereof shall be the index figure set forth in
Section 1(� hereof. The tertn "Cofresponding Index Figure" shall be Ihe index figure for the same calendar
month of subsequent Lease Years during Ihe Term.
b. Commencing with the sewnd Lease Year, Landlord shall adjus[ [he Base Annual
Rent each year during [he Tettn effec[ive u of [he £rs[ day of [he Lease Year by inereasing it to an amount
detertnined by multiplying the total Base Annual Rent For the then cutrent Lease Year by a fraction of which
the numera[or is the Cortesponding Index Figure for the [hen current Lease Year and the denominator is [he
Correponding IndeX Figuro for Ihe immediately preceding Lease Year (which, in the second Lease Year,
shall be the Base Index Figure). Commencing on the date on which the next payment of Rent is due to
Landbrd following the date of Iandlord's notice [o Tenan[ of the increase in the Baze Annual Rental, Tenant
shall pay [he Base Annual Rental, as so increased, in equal monthly ins[aliments; provided, however, the first
such payment sUall also include an additional sum to Landlord for [he Base Annual Ren[ for the elapsed
period from the first day of the Lease Year to which the adjustment app4ies to the dafe of payment. In tw
event ahall the Base Annual Rent be decreased hereunder.
c. For purposes of Section 6 hereof, "Lease Year" shail mean that consecutive 12-
montli period begin�ing on ttu2t day of the monHi which is tlie same as the Commencemen[ Da[e.
, . .. ._ �.,:._'.>•��,:.F�.:.xa:.�...�.�,��a. > .. :- :- -:
`lC-�t1�.
8. .�
a. � The Premises are to be used only for the use sta[ed in Section I(h) hereof --
("Permitted Uses"), and for no other business or porpose without the prior written consent of Landlord,
which may be withheld or gtanted according to Iandlord's sole discretion.
� . b. Tenant shal! occupy the Premises upon [he Lease Commencement Date and
� fhereafter will cortinuously conduct iis 6usines4 in 100% of tLe Premises in strict accordance wiN the
- Pemiiued Uses, for such hours of opera6on as shatl be determined and established exclusively by Landlord.
. c. 7enantshatlatalltimesconductiGSbusinessinareputabiemannerasaqualityreEail
establishmen[ in accordance with the standards of the Skyway retail area and shall not conduct any Fre,
bankruptcy, going out of busines, moving, "Lost our I,ease" or auction sales, either real or fictitious.
d. The Premises shall not be used in any manner that is not in accordance with any
present or fuNre requirement of any and all applicable laws, ordinances, rules and regulations of any
govemmental authority and Tenant shatl comply with the rules and regulations established by Landlotd from
time ro time for tenants of the Skyway. �
e. Unless exprcssly set forth in Gxhibit C as Landlord's improvements, Lendlord shell
not be obliged on account of the purpose or manner of the Permitted Uses by Tenant to make any addition
or alteration to the Premises or the Skyway.
£ All sales from vending machines in the Premises must be approved in advance in
writing by Landlord. ,
g. Tenant shall not give, sell, or ofPer for sale, or e�ibit any article, thing, goods or
services outside the Premises or in the common areas without the prior written wnsent of Landlord, which
may be withheld or granted according to Landlord's sole discretion.
h. Unless specifically provided herein and then only upon strict compliance with such
provisions, Tenant shall no[ manufacture, distribute, store, sell or give away any alcoholic liquor.
' I. Tenant shali not exhibit, sell or offer for sale, use rent or exchange on the Premises
or in the Skyway any article, thing or service excep[ those ordinarily embraced within the Permitted Use.
j. Tenant will not make or permit to be made any use of the Premises which may be
dangerous [o life, limb or property or create a fire ha�arci, or which may invalidata or increase the premium
cost of any poticy of insurence canied on the Skyway or crnering its opesations.
k. Tenantwillcomplywithallrequirementsforstate,municipalorothergovemmental
inspec[ions, licenses and permits and wilt Qromptly pay all proper fees and charges in connection therewith,
failing which I.andbrd may, but need not, pay any and all such fees and charges for the accoun[ of Tenant.
I. Tenant shall keep all firs[ floor s[reet fron[age or public walkway show windows
brightly lighted during the term during business hours as established by Landlord. �
m. Tenant shal� no[ tape, display, instali, inscribe, paint or affix any sigq
advertisement or notice inside or ou[side the Premises or in or on [he interior or ex[erior windows or doors,
except in such place or places and of such color, size, design, style and material as shall have advance written
approval by I,andlord, and upon expiration of the tertn, whether by lapse or otherwise, Tenant shall remove
all such signs, pictures, advertisements and notices. Af the request of I,andlord, Tenant shall remove any
and al! other signs, pictures, advertisements and notices which Landlord shali consider objectionable or
injurious to tAe Skyway or Promises or which are within three fee[ (3') of any store fmnt lease line of the
Premises. �
� n. Tenant shall not use the name of the Skyway for any purpose other than Tenant's
business addcess and shall never use any picture 4ikeness of the Skyway or Premises in advertisements,
notices or corzespondence without Iandlord's advance written consent -
o. Tenant s6atl keep all enhances, passages, cour[s, corridors, ves[ibules, halls,
approaches, �its, elevators and stairways free from all obsWC[ions of every kind and from ashes, garbage,
litter and refuse of every kind and in a clean and sanitary condi[ion.
/: ` -..
°l4 -�t 1 �.
p, Tenant s6a11 keep all windows of the Premises clean and shall maintain the fron[ or
fronts of the Premises in an attractive condition.
q. Tenantshallnotmakeorpertni[anynoiseorodor[hatisobjectionabletothepublic,
to other occupants of [he Skyway, or to Landlord, to emanate from the Premises and shall no[ crezre or
maintaiq or atlow or suffer the crea[ion or maintenance of, a nuisance or disNrbance thereon and sM1all not
disturb, solicit or canvass any other occupant of the Skyway, and sfiall not do any aM causing injury to the
reputa[ion of the Skyway or the Premises.
r. Tenant shali not place or pertni[ any rndio ortelevision ar antennae, loud speakers,
sound amplifiers or o[her similar devices on the roof or ou[side Ihe Skyway nor use any apparstus,
machinery, or device in or about the Premises which will cause any substan[ial noise or vibration or
unreuonably dis[urb the quiet enjoyment of any o[her tenank
faucet
s. Tenant shal( not waste wa[eC 6y tying, wedging or othe�wise fas[ening open any
C If Tenant desires awnings, shades, venetian blinds or window or door coverings of
any kittd, whether inside or outcide, Tenant shal( fumish and maintain the same in good and aarac[ive
condition at TenanPs expense and risk, and all shall be of such shape, color, desigq material, quality and
k'snd as sha{t firs[ be approved 6y Landlord in writing. '�
u. Tenant shal! not overbad any floor, Landlord may direct the routing aad tocation
of safes and all otf�er heavy articles and equipment.
v. Uniess Iandlord gives advance written consent, Tenant shall not use the Premises
or any part thereof For housing accommodations or for lodging or sleeping pu'poses, and shall not do any
cooking therein and shall not use any illumination other ffian electric light.
w. Tenan[ shall not take or permi[ to be taken any supplies, merohandise, fixtures,
equipment or appliances in or out of the Premises or the Skyway except tfirough proper service doors.
x. If Tenant fumishes heat, Tenant sha�l maintain the temperamre in tAe Premises high
enough to prevent the freezing of warer in plumbing fixtures and all other damage caused by low
temperature.
., y. Unless I,andbrd gives advance written consent, neither Tenant nor any trustee,
receiver, assignee or any other person ac[ing for or on behalf of Tenant, TenanPs estate or creditors, shall
conduct an auction on the Premises.
z. Tenant shall not paint or decorate any part of the exterior of the Premises or any part
of the interior visible from the exterior thereof without firs[ obtaining Landlord's written approval.
In addition to al( other tiabilities for breach of any covenant of t6is Section 8 hereof, Tenant shall pay to
Landlord all damages caused by such breach and shal I alw pay to Landlord an amount equal to any increase
in insucance premium ur premiums caused by such breach. The violation of any wvenant of this Section
8 hereof may be restrained by injunction.
9. ACCEPTANCE OFPREMISES. Taking possession of all or any portion of the Premises
by Tenant shal{ be conclusive evidence as against Tenant that the Premises or such poriion ifiereof are in
satisfactory condition on the date of taking possession, subject only to material �atent defects.
10. L9Nn[ORn FpRN/CHRD.CgRNCF.0 �ndlo�d shall supply the following services:
�
a. Air Conditioninp�and Heatine. To provide a[emperature and humidity condition
required, in Landlord's judgment, for comfortable occupancy of the Premises under normal �isting business
operations, daily from . . . , .. , during operational Aoors
of the Skyway, Sundays and holidays excepted. Whenever heat genera[ing maChines or equipmen[ are used
in the Premises which affect the temperature o[herwise mainfained by the air conditioning system, Iandbrd
resetves the right to install supplementary air conditioning units in the Premises, and reasonabie additional
rent shall be paid by Trnant to Landlord to cover the cost and expenses of operation and maintenance of said
supplementary air conditioning units.
° lf.-�1l �.
b. Janifor Service and Tnsh Removai. See Exhibi[ C� Additional Provisions.
Landlord shall providejanitorial services az it deems appropriate in and abou[ any and all common areas of
the Skyway, but shall not be obligated to provide jani[orial services of any kind in the Premises. Tenant shall
wt provide anyjanitorial services [o the Premises withou[ Land�ord's prior approval; all such services shall
be TenanPs sole responsibility, at Tenan['s sole expense and byjanitor con[rac[or or empioyees a[ all times
sa[isfactory to Landlord. Tenant shall be responsible for regulady removing all Vash, debris and rubbish
from the Premises at its so�e cost and expense [o an area designated by Iandbrd for Vash hauling. Landbrd
shall have the right to impose a charge on Tenant, payable on demand, for the cost of hauling away such
trash, debris or Iubbish.
c. Elevator Servica Passenger etevator service in common with La»dlord and other
tenants, daily from . .. . . . during Skyway hours Sundays and
holidays excep[ed, and freight elevator service in common wi[h Landlord and other [enants, daily from 8:00
am. to 5:00 p.m., SaNrdays, Sundays and ho{idays excepted. Sucfi nosma{ elevator service, passenger or
freight, if fumished a[ o[her times shall be op[ional with Landlord and shall never be deemed a continuing
obliga[ion. Landbrd, however, shall provide limited passenger eleva[or service daily at all times when such
nomia{ passenger service is not fumished. Operatoc-less automatic elevato� service shal4 be deemed
"eleva[or service" within the meaning of this paragraph.
d. Electricity. Electric wiring system in [he Premises connected with a source of
alternating current Landlord shall maintain electrical facilities to provide sufficien[ power for such
opera[ivg requirements a are nocmal and wstomary for other retail tenants in the Skyway, but not including
electricity required for special ligh[ing in excess of the s[andard for [he Skyway, or any other item of
elec[rical equipment which (singly) consumes more [han .5 kilowatts per hour a[ rated capacity or requires
a voltage otherthan one hundred hventy (120) volts single phue; and provided [hat if [he installa[ion of said
electrical equipment requires additional air conditioning capacity abo�e Iha[ provided by the building
standard sys[em, then Ihe additional air conditioning installation and operating costs will be [he obligation
of Tena�t If Tenant shall add lighting in excess of tha[ which is s[andard for Ihe Skyway or if Tenant has
special machinery consuming electricity, the rent hereunder may be increased accordingly by Landlord;
provided, however, if Tenant shall feel itself aggrieved by such increase, i[ may request a review of the
increase. Fachofthepartiesheretoagreestouserecognizedqualifiedper5onnelforthepurposeofreviewing
[he increase due to use of such lighting or machinery.
e. Window or poor Coverings. Tenant, at i[s own expense, may ins[ali drapes,
window or door wverings (and if ins[alled shall maintain them in an attractive and safe condi[ion) provided,
in the sole discretion of Landlord they are in hartnony with the exterior and interior appearznce of the
Skyway and crea[e no safety or fire hazard.
f. �a:{ure toYay for Se'vices. If Tenanf fails to pay promptly Landbrd's proper
charges for water or o[her services, Landlord, upon not less than [en QO) days notice, may discontinue
fumishing the services and no such discontinuance shall be deemed an evic[ion or disturbance of TenanPs
use of the Premises or render I,andlord liable for damages or relieve Tenan[ &om any obligation.
g. Intcrru�tion of Services. Iandlord does not warrant that any service wiil be free
from in[erruptions caused by repairs, renewals, improvemen[s, changes of service, altera[ions, strikes,
lockouts, labor con[roversies, accidents, inability [o ob[ain fuel or supplies or other cause beyond the
reasonable wnhol of Landbrd. No such in[erruption shall be deemed an eviction or disNrbance of TenanPs
use and possession or render Landlord liable for damages, by abatemen[ of Rent or o[herwise, or relieve
Tenant from any obligatioa Tenant hereby releases all claims against Landbrd for damages for interruption
or stoppage of service.
6. E�ergy and Conservation Policies. Landlord shall be deemed to have observed
and pedomied the telms and conditions to be performed by Landlord under this Lease if in so doing it acts
in accordance with a directive, policy or request of a govemmental or quasi-governmental authoriry in
connection with energy, conservation or security matters.
I 1. jANDLORD'S T/TLE Landlord's title is and shall be paramount to the title of Tenant, and
nothing herein contained shall empower Tenant to do any act which may enwmber it.
12. TENANT'SOBL7CATlONS. Tenantshall:
a. Reoairs.AtTenanYsexpensekeepthePremisesingoodorder,conditionand2paiy
including those necessary m comply with the requirements of any govemmentai or quasi-governmental
authority having jurisdiction aCter commeucement date, during the full Term hereof, and shall promptly
�
° l C -�l l 9-
reimburse Iandtord for the cost (inc(uding necessary overtime payments) of repairing any damages to the
premises and of replacing or repairing all glass fixtures and appudenances therein damaged or broken, all '
such repairing and roplacing to be done by Lendlord and not by Tenant. If Tenant fails to pedortn any ,
obligation hereunder, then on not less tlian ten (10) days notice to Tenant, execpt in the cese of emergency
when rrotice shall be deemeA waived, Landlord may enter ihe Premises and perFoim such obligation wi[hou[ .
liability to Tenant for sny loss or damage to 7'enant thereby incurred, and Tenan[ shall pay landbrd for the _
cost thereof, plus hventy percent (20%) of such cost for overhead and supervision, witltin ten QO) days of _
receipt of Landbrd's invoice therefoc .
b. Doors to be Locked. Before leaving the Premises unattended, ctose and securely
Icek aU dooes and shut off all utilities in the Premi�. Damage resulting from failure to do so shall be paid
by Tenant
c. Hold'ng Over Pay Landlord for each day Tenant retains possession of the
Premises or part thereof aRer termination hereof, by lapse of time or otherwise, double the amount of daily
- fixed rrn[ for the last period prior to the da[e of such temiina[ion which daily rent shall be a sum equal [o
1/30th of the monthly Rent as provided in Section 1, as adjusted, of this Lease, and also pay all damages
sus[ained by Landlord by reason of such re[en[ion, or, if Landlord gives notice to Tenant of Landlord's
election ihereof, such holding over shafl cons[itute renewat of this I,ease for one (1) yea� upon tesms w6ich
includeren[equaltotLeten[thenbeingchargedbyLandlorclforwmparablespace. AcceptancebyLandbrd
of rent after such termination shall no[ cons[iN[e a renewal; [his provision does not limit, impair or waive
Landbcd's right to re-entry o� eny other right. If tenant retains possession on a month to month basis�
" such occupancy will not constitute a holdover if both Landlord and Tenant have a written agreement
regarvling the month to month tenancy.
d. Lxws and Regulations. Comply with all laws, orders and reguta[ions and wi[h [he
directions of any public officer authorized by law with respect to the Premises and the use or occnpancy
thereof.
e. Mechanic's Liens. Tenant Shall pay before delinquency all costs for work done or
caused to be done by Tenant in the Premises which could result in any lien or encumbrance on Landlord's
interest in the Entire Premises or Skyway or any part tM1ereof, shall keep t6e [itle to [he Entire Premises or
Skyway and every part thereof free and clear of any lien or encumbrance in respect of such work, and shall
indemnify and hold harmless Landlord agains[ any claim, loss, cost, demand and legat or other expense,
whether in respect of any lien or otherwise, arising out of the supply of material, services or Vabor for such
work. Tenant shall immediately notify Landbrd of any such lieq claim of lien or other action of which it
has or reasonably should have knowledge and which affects the title to the Entire Premises or any part
thereof, and shall cause the same [o be removed wi[hin ten (10) days (or such addi[ional [ime as Landbrd
may consen[ to in writing), failing which Landlord may take such action as Landlord deems necessary [o
remove the same and the entire cost thereof, including attomeys' fees, shall be immediately due and payable
by Tenant [o Landlord.
f. TenanYsInsurance DuringtheTertn,Tenantbeingseltinsured,agreestothe
Coflowing minimum coverage .
(I) fire insurance with extended coverage and water damage insurance in
amounts sufficient to fully cover TenanPs improvements and all property in the Premises which is not owned
by Landlord, and
(2) liability insurance, with Landbrd named as an additional insured, agains[
claims for death, personal injury and pmperty damage in or abou[ [he Premises, in amounts which are not
less than $-F,088 or the statutory limits requireJ for the Tenan[ for dea[h, iliness or injury
to one or more persons, and $500,000 for property damage, in respec[ of each occurzence.
�sndlerd. If reques[ed by Landlord, Tenant shall from time [o time promptly deliver to Landlord eerti�ed
. a statement from TenanYs wn�rming selt
coverage.
13. CONDUCTOFBOSTNESS.
10
��-�i�
a. C.enerel Conduct. During the Tertn, Tenant shall continuously use the Premises
for the Pecmitted Uses, carty�ng on therein TenanYs business undertaking diligently. Tenant shail maintain
on the Premises a subsiantial atock of goods, wares, merchandise and equipment, adequate to assure
successful operation of TenanYs business, and shall employ clerks, salesmen and others sufficient for the
service and convenience of customen. Tenan[ shall keep the Premises open and available for business
activity therein during all hours of bvsiness established by the Landlord except when prevented by a[rikes,
fires or casualty directly affecting ihe Skyway or [he P�emises. The Iandlord retains the absolute righ[ ro
ut or change Tenant's businest hours upon [he giving of proper notice to the Senant. T6e exercise of this
right by the Landiord is not contingent upon or in any way dependent on Ihe business hours of other [enants
in the vlciniry. Tenant shall include the address and identity of its business ac[iviry in the Premises in all
advertisements made by Tenant in which the address and iden[iry of any o[her local business ac[ivity of like
charncter conducted by Tenant shall be mentioned, and shall not divert elsewhere any trade, commerce oc
busirnss wfiich ocdinarily would be transaaed 6y Tenant in or from the Premises. 7'enanYs trade name set
forth in Section 1Q) hereof shall not be changed without Landlord's prior written approval.
b. Restricfion.DuringlheTerm,Tenantsfiallnof,withoutLandlord'sadvancevrritten
consent, such cansent shall not unreasonably be withheld, engage or participate, directly or indirectly,
as an owner, principal, employee, inves[or or agent, or furnish financial or other aid or support to any
business enterprise or undeRaking which is in any manner or degree competitive with the Permitted Uses
ofthe Premises and which business enterprise or undertaking is situated within a rsdius of hvo city blocks
(not less than 600 feet) in all directions from the Skyway.
l4. �'RCAANT'SACSOCIATION. (SeealsoExGib1�E)
a. MerchanYsAssociafion. LandlordmayelecttoestablishaMerchants'Association
which shall mean an association of all re[ail and associated service tenants in the Skyway to develoq
promote, advertise and improve the business of alt such tenanis and generalty further their interests, provided
that nothing in the constitution, bylaws, resolutions or activities of the Merchants' Association shall in any
way conflict with or prevail over the terms and conditions of the Lease. Landlord may elect to terminate the
existence ofany Merchants' Association established if, in its soie discre[ion, the continuation is unwarranted.
Tenant will promptly become a member of, participating fully in, and remain in good standing in any
Merchants' Associatioq if formed by Landlord, or such other nonprofi[ corporation as may be organized by
Landlocd to promote [he merchandising activities of the Skyway.
b. Contribution to Promotion Fund. Except as provided in Section 14(e) hereof,
Tenant shall pay to Landlord monthly together with the Rent due hereunder a contribution to the Promotion
Fund, as defined below, equaling five percent (5%) of TenanPs monthly instailment of Base Annual Rent,
to be used by Iandlord for lfie pufpose of de$nying the cost of promotional, adveRising and public relations
activities in connection with the Skyway and any surplus to be used for the pufposes set out in Section 14(c)
hereof.
c. Promotion Fund. Promo[ion fund means the common fund Por the general
promo[ion and welfare of ail retail and associated service tenan[s in [he Skyway who are subjec[ to the
provisions in their respective leases to the provisions of this Sectioq and to which atl sach tenants shatl be
required to contribute on an equitable basis. Landlord shall utilize the promotion fund only for payment of
marketing expenses, promotional ma[erials or equipment, entertainment and such other simitar purposes as
Landlord may reasonably detertnine. Landbrd shall deliver to Tenant an annual statement setting out in
reasonable detail an acwunting of the promotion fund.
d. n„ ret'on of PromoYon Fu d by Mcrch� t' Assoc'aCon [f Landbrd
es[ablishes a Merchants' Association, Landlord may pay all or any part of the Promotion Fund to such
Merchants' Associa[ion exdusively for [he pUrposes Set out in Section 14(c) hereof, and any such payment
shall be a full and completa discharge of Landlord in respect of the amount so paid.
e. Teaant Adver[ising,_ In the event Landlord de[ermines, in its sole discre[ion, not
to collect contributions from Tenant for [he Promotional Fund theq a[ any time and fmm time to time,
Landbrd may elect by no[ice to Tenant to require Tenant [o spend direc[ly an amount which, during [he
calendar year in which ifie election is made, shal( aggrega[e no less than an amount (az may be adjusted in
awordance with the number of mon[hs remaining in such calendar year) equal [o five percent (5%) of
TenanYs Base Annual Rent directly for promotional, advertising and public relations activities specifica(ly
relating to the Premises. Te�ant sha11 submit to Iand{ord proof of such expenditures in from and degree of
detail satisfactory W Landlord upon demand. If a[ any time Tenan[ should fail or refuse to submit the proof
of expenditures as required herein promptly upon demand, Landbrd may require Tenant to immediately
commence paying to landlord the conhibution required by Section 74(b) hereof together with a Vump sum
11
a�-Ni�
for the months in which no contribution was paid [o Landlord. If, fotlowing Landlord's feview of the proof
of expenditures as provided above, Landlord determines that the aggregate of qualifying expendimres waz
less than five percent (5%) of TenanCs Base Annuat Renk �dlord may require Tenant to immediately
commence paying to Landlord the contribution req�ired by Section 14(b) hereof together with a lump sum
in an amount equal to the deficiency detertnined by Landlord. Notwiths[anding anything to the contrary
wntained fierein, Iandlord may requirc Tenant to resume payment oF contribu[ions to the pmmotion Fund
�u provided in SecGon 14(b) hereof upon not Iess than six[y (60) day prior written notice.
I5. TENANT'SALTERATJONS Trnan[shallno[makechanges,additionsandimprovemenu
in the Premises untess such change, addition or improvement shatl:
(a.) better adapt the Premises to its business,
(b.) cwnply with the requirements of any govemmental or quasi-govemmental
authorityhavingjurisdiction, �
(c.) be made only witM [he prior written consent of Landlord,
(d J equal or exeeed the then cumn[ standard for the Skyway, and
(e.) be cartied ou[, at TenanPs sole cost, only by persons selected by Tenant and
appmved in writing by Landbrd, who shall if required by [.andlord deliver to Landbrd before
commencement of the work pedormance and payment bonds as well as proof of worker's compensation and
public liabiiity and property damage irtsurance coverage, w+th Landlord named as additional insured, in
amounts, wi[h companies, and in form reasonably satisfac[ory to Candbrd, which shall remain in ellec[
during the entire period in which the work will be carried out.
Any increase in property taxes on fire or casualty insurance premiums for [he Skyway attribulable to such
change, addifian or improvement shalt be bome by 7enant.
�6. RlfHTS R$SERVED TO LANDLORb. Landlord sM1all have [he fotlowing righ[s
exercisable without notice and witM1out Iiability to Tenant for damage or injury to property, person or
business, (all claims for damage being hereby released) and without affecting an eviction of disturbance of
TenanYs use or possession or giving rise to any claim for s�offs, or abatement of rent:
a. Name Chanee. 7o change the name or street address of the Skyway.
$g;,, To install and maintain signs on the exterior and interior of the Skyway.
c. $girS.Es.�'e-designateTenants6alladviseLandlonlotallsourcesfurnishingsign
painting and lettering, ice, mineral or drinking water, beverages, Coods, towels, vending machines or toilet
supplies used or wnsumed on the Premises, in advance o[work being done.
d. Services. To grant to anyone the exclusive right to conduct any business or render
any service in the Skyway, provided such exclusive right shall not operated to exdude Tenant from the
PermitteA Uses expressly pefmitted by Section 8 hereof.
e. ReoccupancvPr�arstioa Todecorate,remodel,repair,alterorothenviseprepare
the Premises for reoccupancy during the �ast six (b) months of the Term, if during or prior to such time
Tenant vacates the Premises, or at any time after Tenant abandons the Premises.
£ F,nter the Premises. To enter ffie Premises to make inspec[ions, 2pairs, alterations
or addi[ions in or to [he Premises or the Skyway or to exhi6it tfie Premises to prospective Tenants, purchasers
or others, at reasonable hours and at any time in the event of an emergency, and to perPorm any acts related
to the safety, protection, preservaiion, reletting, sale or improvement of ihe Premises or the Skyway.
g. Mail Chutes. To have access to all mail chutes according to the rules of [he United
Sta[es Post Office. .
h. Secari . To require al I persuns eniering or leaving the Skyway during such hours
as Landbrd may from time to time reasonably detertnine to identify themselves to a watchman by
registration or o[herwise and to establish their right to enter or leave and to exdude or expel any peddler,
solicitor or beggaz at any time from the Premises or the Skyway.
12
y
q���(l�
i. Aours of Closure. To close the Skyway at 10:00 p.m., or at such other time as
Landlord or any goveming authority may de[ermine, subject, however, to Ten2nYs right to admi[fance under
such regulations as shall be prescribed from time to time by Landtord.
j. Heaw Equipmenf. To approve the weight, size and location of safes and other
heary equipment and articles in and about [he Premises and the Skyway and Plcmises only at'IenanPs sole
risk and responsibility.
k Acces.s for Wark At any time or times, [o decorale and to make necessary repain,
altecauons, additions and improvementr, structural and otherwise, in or t0 the Premisc, the Skyway or part
or pazts thereof, and during such operetions [o take into and through the Premises or any par[ of the Skyway
afl material required, and to suspend temporarily Ihe operntion of elevatots and other facilities. In doing such
work Iandlord wilt not prevent Tenant from having access to the Premises, will expedite Ihe work as much
as reasonable possibte, and (except when deconting and repair or replacement work is required because of
a hazardous condition or a condition that is damaging to the Premises or other parts of the Skyway) if
TenanYs use ofthe Premises is interfered with, Landlord wifl do such work during fio�rs oiher than ordinary
business hours a[ TenanYS reques[. The exercise by Landbrd of i[s righLt hereunder shal� not give rise to any
claim by Tenant of eviction or disfurbance o£ TertanPs nse and possession or render Landlord liable for
damages, by aba[ement of Rent or otherwise, or relieve Tenant from any obliga[ion. Tenant hereby release
Landlord from any such claims.
l. Work Permission. To do or penni[ to be done any work in or abou[ [he Premises,
the Skyway, the Entire Premises, or any adjacent or nearby building, land, street or atley.
m. goc tb of Other Sbr and Facilifcc To make changes in Ihe locaiions and
quantity of s[ore premisu, o[her sWCtures and the common facilities.
17. R7�'NTt'ANDOBL/GATIONSUPONTERMINATTON A[[hetertninationofthisLease
by Iapse of [ime or otherwise, all right, titie and interes[ of Tenan[ in the Premises shall cease and:
a. Possession.Tenantshallimmedia[elyquitandsunenderpossessionofthePremises
to Landlord. Tenan[ shal! sunender all keys oFthe Premises to Landlord and make known to I,andlord the
combination, and exp}ana[ion [hereof, of all combina[ion locks remaining on the Premises.
b. Condition af Premises. Tenant shall re[um the Premises and all equipment and
fixtures of Landlord in as good condition as when Tenant originally took possession, subject to [he provision
of subparagraphs c and d of this Section 15 hereof, ordinary wear and foss or damage by fire or o[her
casualty covered in Section ]9 hereof, and alterations made wi[h Landlord's written consent, e�ccepted, faiiing
which Landtord may restore fhe Premises io such condition ared Zersartt shall pay the cost thereof on demand.
c. Removal ot Addi[ions. AII installations, additions, hardware, non-trade fixtures
and improvements, temporary or pettnanent, except movable fumiture and equipment belonging [o Tenant,
in or upon the Premises, whe[her placed there by Tenant or Landbrd, shall be Landlord's property and shall
remain upon the Premises, all without compensa[ion, allowance or credi[ ro Tenant; provided, however, if
prior So such [ermination or within ten (10) days thereafter Iandlord so directs by notice, Tenan[ shall
promptly remove the instatlations, additions, hardware, noo-trade fixtures and improvements, piaced ia the
Premises by Tenant or placed in Ihe Premises by Iandlord on behalf of Tenant and designated in the notice,
failing which Landlord may remove the same and Tenant shal! pay tht cost thereof on demand,
d. Flaor Covering, Tenant may remove any floor covering paid for and laid by
Tenant, provided Tenant, (i) removes atl fastenings, paper, glue, bases and other vestiges thereof and restores
the floor sudace to its previous condition, or (ii) pays to Landlord on demand the cost of resroring t}�e floor
surFace to such condition.
e. ProPerty Presumed A6andoned. All Tenanf's trade fixtures, instaliations and
personal property not removed from Premises prior to such termination shall be conclusively presumed to
Aave been abandoned by Tenaut and fifte thereto shall pass to Landlord urtder this Lease as a Bi!! of Sale,
and may be appropriated, sold, destroyed or otherwise disposad of by Landlord without notice to Tenant or
obtigafion to crompensate Tenarti or to account therefor, irs accordance wiih Section 21(e) hereof.
18.
13
a�-��a
a Consent Re uir . Tenant shall not, wi[hout Lsndlord's prior written wnsent,
which consent may be withheld in Landlord's absolute diuretiore (a) su6let the Premises or any part thereof;
(b) assign this Leate or any interest �mder it; (c) allow any transfer hereof or pem�it any lien to be placed on
TenanYs interest by operation of law; or (d) pertnit the then tenant and tenanPs employees to do any of the
foregoins. Tenant hereby specificeily acknowleAges end egrees to pay to Landiord, within ten (10) days of
Lond�ord's Involw lliemfoq Landlord'e aclnnl expensee Incurred In processing any proposed easlgnment or
sublctting and investigating any proposed assignee or sublessee, which expenses may include, without
limitation, attomeys' fees and the cost and expense of obtaining the credit and financial reports of the
prospective assignee/sublessee. Landlord's consent to any subletting, assignment or transfer or Landiord's
elec6on to accept u tenant hereunder any assignee, gantee or transferee shall not release the original Tenant
firom any covenant or obligation of tLis Lease and consent by Landbrd to a sabletting or assignment shall
not relieve Tenant from obtaining consent to fuNre subletting or assignment. The Tenant shall not, without
Candlord's prior written consent, sublet the Premises or any part thereof at a rental rate higher than that being
charged by Landlord at the time of subletting or during the term thereof.
b. Profi[ Srom Assignment/Subletting In [he event Tenant shall sublease or assign
Ihis Lease, Landlord shall be entitled to any pro£[ derived by Tenant as a result of such assignment or
sublease. "Profit" shall mean the excess of Annual Rent and other charges owing to Tenant under such
sublease or assignment over the Base Annual Rent and other charges owing [o Landlord under [his Lease;
minus (i) the aclual costs incurred by Tenan[ in entering into such sublease or assignmen[, including, bu[ not
limited to, attomeys, brokerage, leasing consultanc, redecorating, architectural and engineering fees; (ii)
acNal ezpenses incurted by Tenant resulting from leasing and maintaining the subleased or assigned space
during tM1e time said space was not being used by Tenant, provided [ha[ Tenan[ shall have been continuously
a[temp[ing ro subiease said space during said vacancy, and (iii) the ttnamortized value of aN of TenanPs
leasehold improvements and fixtures located in said space a[ the time Tenant shall have vacated said space,
provided said fixNres and Leasehold improvements were not paid for by Landlord, based upon five (5) year
straight line amortization of alI such leasehold improvements and fixtures.
19. DEFiI ULT UNDER OTHER LEASE. If [he [erm of any lease, other than [his Lease, made
by Tenant, for the Premises or any part thereof, or for any other space in the Skyway shall be [erminated or
terminable after the making of this Lease, because of any default by Tenant under such other lease, such fact
shall empower Landlord, at Landlord's sole option, to termina[e tF�is Lease by notice to Tenan[ or to exercise
any of the remedies set forth in Section 21 hereof.
20. WATVER OFCERTiI/NCLAIMS Tenant waivu and releases aIl claims against
Landlord, its o�cers, directors, agents, employees and servants, in respect of, and they shall not be liable
for injury [o person or damage to property sus[ained by Tenant or by any occupant of t6e Premises or the
Skyway or any other person ocwrring in or about the Building or the Premises resul[ing directly, or
indirec[ly from any existing or future condition, defec[, matter or Ihing in the Premises, the Skyway or part
of it or from equipment or appurtenance becoming out of repair or from acciden[, or from any occurtence,
ac[, or from negligence or omission of any tenant or occupan[ of [he Skyway or of any o[her person (except
injury to person and damage [o property caused by the sole negligence of Landlord). Tenan[ agrees that it
will make rro claim against Land7ord or its directors, o�cers, employees or agents for any toss which may
arise out of any fire or other casualty which may be covered by TenanCs insurance and w6ich may be due
to any act or omission of I,andbrd or of i[s direcrors, officers, employees or agen[s. If any damage to the
Premises or [o the Skyway or [o Tenants thereof, results from any act or omission or negligence of Tenan[,
its agents, employees or invitees I,andlord may, at Landbrd's option, repair such damage and Tenant shall,
upon demand by I.andlord, reimburse Landlord forthwith for all eosts of such repairs and damages both to
the Skyway and to the tenants thereof, in excess of the amoun[s, if any, paid to Landlord under insurance
covering such damages. All property in the Skyway or in [he Premises belonging [o Tenant, i[s agen[s,
empioyees or imi[ees, or ro any occupant of Ihe Premises shall be there at the risk of Tenan[ or other person
only, and Landlord shall not be liable for damage there[o or theR, misappropriation or loss thereo£ Tenant
shali indemnify and hold harmless Landlord from and against every demand, claim, cause of actioq
judgment and expense, and atl loss and damage arising from
a. any injury or damage to the person or property of TenanS any other tenant in the Skyway
or to any other peraon rightfuily in the Skyway, where the injury or damage is caused by negligenca or
misconduct of Tenant, its agents, servants or employees, or of any other person en[ering upon the Premises
under express or implied imitation of Tenant, or resul[s from the violation of laws or ordinances,
govemmental orders of any kind or of the provisions of this Lease by any of the foregoing,
b. any loss or damage, however caused, to books, records, files, muney, securfiies,
negotiable insWments or papers in or about the Premises,
14
9G-�ti 2
c. any loss or damage resuiting from in[erference with or obstrvction of deliveries to or from
the Premise, and
d. any injury or darnage not specified above to the person or property of Tenan; its agents,
servants or employees, or any other person entering upon the Premises under express or implied invitation
of Tenan; where the injury or damage is caused by any reason o[her than fhe negligence or misconduct of
Landlord, its agents, servanLS or employees.
21. UNTENA7VTABIL77'Y. If the Skyway is damaged and made substantially untenantable by
fire or other casua(ty, w6ether or no[ the Premises are damaged, and Landlord shait de[ertnice not to res[ore
it, Landtord may, by no[ice to Tenan[ given wi[hin sisty (60) days after such damage, tertnina[e this Lease.
Such termination shall become effective u of the date of such damage if the Premises are untenan[able,
othecwise az of a da[e sixty (60) days following the service of sueh notice of Lease tertnination. Unless the
Lzase is terminated as hereinabove provided, if the Premises are made partially or wholly untenantable by
fire or other casualty, Landlord shall restore the Premises to a tenantable condition, but not the
improvements, furnimre, fixtures or personal property belonging to Tenant, at Landlord's expense to the
extent of available insurance proceeds, with reasonable promptness. If as a result of fire or other casualry
a substantiai amount of public space in Ihe Skyway is damaged to such an extent as ro substantially interfere
with TenanYs use of the Premises, or if the Premises are made partially or wholly untenantable and in either
case Iandlord fails, within sixty (60) days aRer i.andlord is enabled to take possession of the damaged space
and Premises, to restore the damaged public space to eliminate substantial interference with TenanCs use of
the Premises, or to restore the Premises, Tenant may terminate this Lease as of the end of said period of sixty
(60) days by notice of Landbrd given not later than thirty (30) days after the expiration of said sixty (60)
day period. In t6e event of tertnination of this Lease pursuant to this Section 21, Rent shall be prorated on
a per diem bnsis nnd paid ro the date of the fire or other casualty, unless the Premises shall 6e tennntabie and
rcasonnbly accessible, in which casa Rent shell be pnyable to the dnte of tlie Leesc tcrminnlion. If thc
Premises are untenantable or are no[ reasonably accessible and this Lease is not tertninated, Rent shall abate
� on a per diem basis from the date of the fire or other casualty until the Premises are ready for occupancy and
reasonably accessible to Tenant; if part of [he Premises is untenan[able, Rent shall be pro-ra[ed on a per diem
basis and apportioned in accordance wi[h [he part of the Premises which is usable by Tenant un[il [he
damaged part is ready for TenanPs occupancy. In all cases, due al lowance shall be made for reasonable delay
caused by adjustment of insurance loss, strikes, labor difficulties or any cause beyond Landlord's reasonable
control. Except as specifically provided in this Section 21, there shall be no reduction of Rent and Landlord
shall have no liability to Tenant by reason of any injury to or in[ederence with TenanYs business or property
arising from fire or other casualry, howsoever caused, or from the making of any repairs resulting therefrom
in oc to any portion of the Skyway or the Premises. Nohvithstanding anything contained hereiq Rent
payable by Tenant hereunder shall not be abated, if the damage is caused by any act or omission of Tenant,
its agents, servants, employees or any other person entering upon the Premises under express or implied
imitation of Tenant. ,
22. CONDEMNATION.
a. Entire Taking If atl of the Premises or such portions of [he Skyway as may be
requireA for [he reasonable use of the Premises are [aken by eminent domain or are sold under threat of
eminen[ domain, this Lease sha(I au[omatically terminate as of the da[e title vestr in the condemning
authority or transferee and all Rent and other payments shall be paid ro that date.
b. Partial Takine. In case of a taking of a part of the Premises, or a portion of the
Skyway not required for the reasonable use of the Premises, then this Lease shall continue in fuli force and
effec[ and the Rent shall be equitably reduced based on the proportion by which the floor area of the
Premises is reduced, such Rent reduction to be effective as of the date ti0e to such portion vests in Uie
condemning authority.
a Awards and Damaees. Landlord reserves aIl rights to damages to the Premises for
any partial or entire taking by eminen[ domain, and Tenan[ hereby assigns to Landlord any right Tenant may
have to such damages or award, and Tenant shall make no claim against Landlord or the condemning
authority for damages for [ertnina[ion of [he leasehold in[erest or interference with Tenan['s business. Tenan[
shall have the right, however, to claim and recovet from the condemning authority compensation for any loss
or �pense which Tenant may inwr for TenanPs moving expenses, business intertuption or faking of TenanPs
personal property (not including TenanYs leasehold interest) provided tM1at such damages may be claimed
onty if they are awarded separately in the eminent domain prxeedings and not out of or as part of ffie
damages recoverable by Landbrd.
23. RICF77SAND REMEDIESOFLANDLORD. Att righGS and remedies of Landlord herein
15
9�-4t�.
enumerated shaft be cumulative and none shalf exclude any other right or temedy aliowed by law:
a. �, nts Gi 'n�Iandlord Terni nafon Ri�hts If a decree or order by a wurt
having jurisdiction in the Premises shall be entered (a) adjudging Tenant bankruptcy or insolvent, or (6)
approving as properly filed a petition seeking reorganization of Tenant under any bank`uptcy or insolvency
law, or� for the winding up or liquidation of TenanPs affairs, or (d) for the appointrnent of a receiver or a
liquidator or trustee of Tenant or of TenanYs property, in bankruptcy or inwlvency, and such decree or order
shall coniinue undischarged or unstayed for thiM1y (30) days; or if Tenant shall institute or wnsent to the
appointrnrnt of a receiver or IiquidaWr or Wstee of Tenant or TenanPs property, under any banlwptcy or
insolvency law, or in the event of TenanYs inability to pay debCS genecally as they become due, or if Tenant
takes cocponte aciion in furtherance of any of the aforesaid purposes, fhen and in any such event Landlord
may, if Iandlord so elects, with or without notice or entry or o[her action, forthwi[h [ertninate tk�is L.ease and
Tenant's right fo possession oftfie Premises, or withou[ termina6ng this Lease, forthwi[h tevninare TenanPs
right to possession of the Premises. � �
. ' b. Detault by Tenant. If Tenan[ defaults in the prompt payment of Ren[ or in the
performance or observance of any provision of this Leaze (and such nonmocetary defaul[ shall con[inue for
[en (10) or mom days aRer notice thereof shall have been given to Tenan[), or if fhe kazetrold in[erest of
Tenant be levied upon under execu[ion or attached by process of law, or if Tenant abandons the Premises,
then and in any such event Landlord, if i[ so elects, with or withou[ notice or demand, forthwitfi, or et any
timc thereaRer while such default continues, may terminatc this Lease and/or TenanYs right to possession
of the Premises. If a default by Tenant involves a hazardous conditioq such default shall be cured forthwith
— upon the Landlord's demand.
c. R�ent� Landlord. Upon [ertnination of this Lease, by lapse of iime or
othe`wise, or upon tertnination of TenanCs right [o possession, Tenan[ sM1all vacate the Premises immediately
and deliver possession to Landiord, and hereby grants to Landlord full and free license m enter and repossess
[he Premises in such event with or withou[ process of law and to expel and exclude from possession Tenant
and other occupan[s and to remove any or all proper[y, using such force as may be necessary, without being
guilty of conversion or property trespass, eviction or forcible enhy or detainer, and withovt relinquishirtg
Landlord's rights to Rent or other righ[s. Tenant waives service of demand for Ren[ or for possession and
no[ice of Landlord's election [0 terminate this Lease, or to reentey including every demand and no[ice
prescribed by law.
d. Tenan£s Obl'gations if Landlord Elects to Terminate. Iflandlord has the right
to elect and does etect, under the foregoing provisions, to terminate TenanPs right to possession, withou[
terminating the Lease, Land[ord may enter the Premisas, remove TenanYs signs and otfier evidences of
tenancy, and take and hold possession thereof as in Section 23� hereof, without such entry and possession
terminating the Lease or releasing Tenant from TenanYs obligation to pay Rent for the full Term. If
Tandlord shali reenter or if this Lease shall be terminated hereunder, Tenant shall pay fo Landtord on
demand:
(I) Rent up to the time of reentry or termination, whichever shall be Ihe later,
hlti8 ACCCICf71tC(� I'CII[ (0 61110 �1�11711 fo IIIC fC111 I'CaOI'VGI 1111110r SeC�iptl I o� (1119 j.COBC �Op �110 1'CIIIOIIIIICI'
nf the lerm plas uny alhcr suwr due hcreander) es Itcroin provided and
(2) allexpensesincurredbyLandbrdinperforminganyofTenanPsobligations
undu this Lease, reentering or t terminating and reletting collecting sums due or payable by Tenant,
realizing upon assets seized (including brokerage, Iegal fees and disbursements), and the expense of keeping
the Premises in good order, repairing ffie same and preparing and redecora[ing tfiem for reletting, and
(3) as damages for the loss of income of Landlord expected to be derived from
fhe Premises, the amounts, if any, by which the Rent which would have been payable under this Lezse
exceeds the paymenu, if any, received by Iandbrd from other tenants in the Premises, payable on the first
day ofeach monfh during ihe period which would fiave constituted tfie unexpired portion o(the Term had
it not been tertninated, or if elected by tandlord by notice to Tenant at or aRer reentry or termination, a lump
sum amount equal to the Base Annual Rent, Additional Rent and Percentage Rent which would have been
payable under fhis Lease from the date of such election during the period which would have constituted the
un�pired portion of the Temi had it not been terminated. Percentage Rent shall be computed on the basis
of tfie thirty-six (36} montfis immediately preceding the occurtence of termination of the earlier of TenanPs
right to possession or the termination of the Lease.
Upon wtry without termination of the I.ease, Landiord may, but need not, relet Ihe Premises or part thereof
for the account of Tenant for such Rent, for such time and upon such tertns as Landlord shall detertnine; and
16
q�-yl�
Landbrd shait not be required to accept any tenant offered by Tenant or Yo observe any iashvctions given
by Teaant ahout reletting.
e. Removal and Storage of TenanYs Prorer[v. All property removed from the
Premises by I.andlord pucsuant to the authority of this i,ease or of law, to which Tenant may be entitled, may
be handled, removed (or stomd in a commevciat storage or warehouse oc othelwise) by I,andbrd a[ Ihe risk,
cos[ and expense of Tenant and withou[ notice to Tenant or obligation Fo compensate Tenant or to account
the`efor, and Landlord shall in no event be Iiable for wnversion or responsible for Ihe vafue, preservation
or safekeeping thereof. Tenant shalt pay to I,andford on written demand ali expenses and attomeys' fees
incurred by 7.andlord in sueh removal and stornge. All property no[ removed from the Premises or the
Skyway by Tenant within ihirty (30) days after the end of ihe Term, however tetminafed, or retaken from
storage within six (� mo»ths after srored in commercial s[onge or wnrc6ouse, shaU be wnciusively deemed
to have been forever abandoned by Tenant.
£ Tniunctive Relief. If Tenant viola[es any of the tetms and provisions of this Lease, or defaults in
any of its obligations fiereundey olher than tfie payment of Rent or o[her sums payable hereunder, such
viola[ion may be restrained or such obiigation enforced by injunction.
g. Costs and Expenses of Enforcement of Lease. 7'enant shall pay all Landlord's
costs, charges and expe�se, including [he fees of counsel, agents and others retained by Landlord, incurred
in enforoing TenanYs obligations hereunder or incurred by Landlord in any litigatioq nego[iation or
[ransaction in which Tenant causes Landlord to become invoived or concerned.
24. IMPROVEMEN7S BY LANDLORD Landbrd agrees that at ifs wst it will make the
improvements to the Premises, acwrding to Skyway standards, set forth on Exhibit C attached here[o and
hereby made a part hereof.
25. TRANSFERSBYLANDLORD.
a. Sales Conveyance and As�nment. Nothi�g in this Lease shall restric[ [he right
of I,andlord to sell, wnvey, assign or otherwise deal with the Skyway, subject on�y to the rights of Tenant
under this Leaze.
b. FfT'ect of Sales,'nnvevance or Assignment A sale, conveyance or assignment of
the Skyway shali operatc ro release Landiord From iiability from and after [he et£ective date thereof upon
all of the covenants, terms and conditions of this Lease, express or implied, except as Such may relate to ihe
period prior to such effective date, and Trnant shall thereafter look soiely [o Landbrd's successor in interest
in and to this Lease. This Lease shal{ no[ be affected by any such sale, conveyance Or assignment, and
Tenant Shall attom to I,andlord's successor in interest t6ereunder.
c, Subordination. This Lease is and shall be subject and subordinate in alI respects
[o any and alI mortgages and deeds of trust now or Bereafter placed on the Skyway or Land, and to atl
renewals, modifications, consolidations, rep(acemen[s and ez[ensions [hereof.
d. AttornmenL If the interesi of Landlord is hansferred to any person ("Purchaser")
by reason of foreclosure or other proceedings for enforcement of any such mortgage br deed of trust, or by
delivery of a deed in lieu of such foreclosure or other proceedings, Tenant shall immediately upon demand
atrorn to Pnrchaser.
e. Eftect of Attornment. Upon attomment under Sec[ion 25(d) hereof, [his Lease
shall continue in full force and effect as a direct lease behveen Purchaser and Tenant, upon aII of the same
terms, conditions and covenants as are set forth in this Lease except that, after such attornment, Purchaser
shall not be
Landlord, or
(I) IiableforanyactoromissionofLandlord,or
(2) subject to any offsets or defenses which Tenan[ might have against
(3) bound by any prepayment by Tenant of more than one month's installment
of Rent, or by any previous modification of this Lease, unless such prepnyment or modification shall have
been appmved in writing by Purchaser or any predecessor in interest excep[ Landlord.
I7
��-'i 1�: °
f. E f f I s[raments The subordination and attommen[ provisions of this .
Section 25 shall be self-opemting and no further insVUment shall be required. Nevertheless Tenant, on �
request by and without cost to Landlord or any successor in interest, shail execute and delivec any and all _ .
instrumenu pravided from I.andlord further evidencing such subordinafion and (where applicable .
hereunder) attomment, not larer than ten QO) days following Landlor8s request; provided, however, Tenant �
hereby irrevocably and for the term of this L.ease appoints, empowers and authorizes Landlord to extcu[e '
and deliver any ins[ruments evidencing such subordination a�d, where applicable, attomment as'IenanYs
attomey in fact, in the event that Tenant does not execute and deliver such instruments within such ten Q 0) '
dny per(od.
26. AC%NOIPLEDGMENTS Eachofthepartiesheretoshailatanycimeandfromtimetotime
upon not less than twenty (2D) days prior notice from the other execute, acknow�edge and deliver a written
statement certifying that
a. this I.ease is in full force and effect, subject only to such modifications (if any) as
may be set out ffiereiq
b. Tenant is in possession of the Premises and paying rent as provided in [his Lease,
the dates (if any) to which Ren[ is paid in advance, and
d. thai there are nof, to such party's knowledge, any uncured defaults on the part of
' other party hereunder, or specifying such defaults if any are claimed.
Any sucU statement may be relied upon by any prospective transCeree or encumbrencer of all or any portion
of the Skyway, or any assignee of any such persons. If Tenan[ fails to timely deliver s�ch statement, Tenant
shall be dcemed to have acknowledged tMat this I.ease is in fuil force and effect, wi[hout modification except
as may be represented by Iandbrd, and that there are no uncured defaults in Landbrd's perfomiance.
27. AUTHORlTIES FOR ACTlON. Landbrd may ac[ in any matter pcovided for herein by
its Property Manager and any other person who shall from time [o tim6 be designated by Landlord by notice
to TenanL Tenanf shal) designate in writing one or more persons ro ac[ on its behalf in any matter provided
for herein and may from time to time change, by notice ro Landlord, such designation. in the absence of any
suc0 designaiion, the person or persons executing ihis Leasc for Tenant shalt be deemed to be authorized to
act on behalf of Tenant in any matter provided for herein.
28. ACTS SUBSEDUENT TO TERMINATION No receipt of money by Landlord from
Tenant after the teimination of this Lease, the service of any notice, the commencemen[ of any suit or final
judgment for possession shai( reinstate, continue or eztend the tettn oC the Lease or affect any such notice,
demand, suit orjudgment.
29. WAIVFRQFD$FAULTANDSEVERABILITY NowaiverofdefaultofTrnantshallbe
implied, and no express waiver shall affect any defaul[ other than the default specified in such waiver and
tha[ oniy for the time and [o the extent therein stated. The invalidity or unertforceability of any provision
hereof shall not affect or impair any other provision.
30. �`LATSAND RIDERS Clauses, plats, addendums and riders, if any, signed by Landlord
and Tenant and endorsed on or affixed to this Lease are part thereof and in Ihe event of variation or
discrepancy the duplicate origina( hereof, includirtg suc6 dauses, plats, addendums and riders, if any, hdd
by Landbrd shall control.
3L MEANINC OF TENANT. The word "TenanP' wherever used in [his Lease shall be
cons[rued to mean Tenants in aIi cases where there is more than one tenant, and the necessary grammatical
changes reqltired to make the provisipns hereof apply either ro corporations or individuals, men or women,
shall in all cases be assumed as though in each case fully expressed. The liability for keeping and
performing TenanPs obligations under [fiis Lease shall bejoint and several as to alI individuals executing
this Lease as Tenant.
32. .�EPRESENT.ITIYE CAPACl77' No pusnn execu[ing Nis Lease in a representative
capacity for I,andlord or Tenant shatl be held individually liable hereunder in the absence of fraud provideA
such person acfed with due authority and the intended principals are bound.
33. SUCCESSORSANDASSIGNS Each provision hereof shatl extend to and shatl, as the case
may require, bind and inure to the benefit of Iandlord and Tenant and their respective heirs, legal
iS
�i
q C -y l 2�
represetrtatives, successors and assigns, provided that this Lease shall not inure [o the benefi[ of any assignee,
heir, Iegal Iepresentative, ttansferee or successor of Tenan[ except upon the express written consent or
elec[ion of Iandlord. If Tenant is a cocporation, partnership or Ws[, then during the Term it shail continue
to exist, and, without Iandlord's prior writfen consent, confrol of i[ shaJl remain unchanged.
34. WA7VFR OF JURY TR1AL �t is mutuaily agreed by end between Landlord and Tenant
that khe respective parties hereto shall and they hveby do }�aive friai by jury in any actioq proceeding or
counterclaim brought by either of the parties hereto against the other (except for personal injury or propetty
damage) on any matters whatsoever azising out of or in any way wnnected with this L,ease, the re(ationsfiip
of Landlord ared Tenan[, TenanYs use or occupancy of said Premises, and any emergency stsmtory of any
other s[atutory remedy. 7'enant shall not interpose any coun[erclaim or counterclaims in a summary
proceeding or other'action based on [ecmination or holdover.
x�
36. !tU - AND HE ULATlON.S Tenan[ agrees to comply with ali reasonable rules and
regulations Landlord may adopt from time m time for the protection and we�fare of the Skyway and its
tenants and occupan�.
37. NO PARTNERSHlP. Nothing contained in this Lease shall be deemed to create a
partnership orjoint venwre of or between Landtord and Tenant or to create any otfier relationship benveen
the parties other than [hat of landlord and tenant.
38. NOTICES. No notice or demand related to this Lease shall be effective unless in wnting
and either delivered personaliy ro the party for whom intefrded, or to an o�cero£such party if a corporation,
or sent by United SWtes registered mail, re[um receipt requested, postage prepaid, in a sealed emelope
addressed to the addresses set forth in Section 1(1) hereof, provided that either party may, by notice to tha
other, from time to time designate another address in the United Stetes of America to wGich notices mai(ed
more than ten (10) days thereafter shall be addressed. Notices mailed as aforesaid shall be effectivel y given
as of date of mailing.
39. LANOLORD S LIABILITY Anything in this Leue to the contrary notwithstanding,
covenanu, undertakings and agreemen[s herein made on the part of Landlord zre made and intended not as
personal wvrnants, undertakings and agreements or for the pmpose of binding Landbrd personally or the
assets of Landlord except Landlord's inte(est in the Premises and Skyway, but are made and intended for the
purpose of binding only the Landford's interest in the Premises and Skyway, as the same may from time to
time be encumbered. No personal liability or personal responsibility is assumed by, nor shatl at any time
be asserted or enforceable agai�st Landlord or its partners or their respective heirs, legal representatives,
successors and assigns on account of the Lease or on account of any covenant, undertaking or agreement of
Iandlord in this Lease contained.
40. MARGINA/. NOTATIONS The marginel nota[ions of Ihis Lease are for convenience only
and in no way limii or enlarge scope or meaning,
41. EXAMINATIONOFLEASE. Submission ofthis inst�ument For e�camina[ion or signature
by Tenant does nof constitute a reservation of or option for tease, and i[ is not effective as a lease or
otherwise until executed by bo[h Landbrd and Tenant and delivered by the last party signing to the other
party.
42. GO[�ERN/NGLAW. This I.ease shal! be govemed by and construed under the laws of the
State of Minnesota.
43. ENTIREACREEMENT.1'hisLeasecontainstheentireunderstarrdingofthepartieshereto
with respect to the transactions contemplateA hereby and supersedes all prior agreements and understandings
behveen tf�e parties wi[h rcspect to such subject mattec (No representations, wartanties, undertakings, or
promises, whether oral, impiied, written or otherwise, have been made by either parfy hereio to the other
unless expressly stated in this Lease or unless mutually agreed to in writing behveen the parties herem after
the date hereof, and neither party has relied on any verbal representations, agreements, or anderstandings
not expressly set fortFi herein.) ,
44. ADDITIONAL PROV/SIONS� Additional pmvisions to [his Lease are set forth on Exhibit
C here[o and are hereby made a part hereof.
19
, , .
q�-yl�.
IN WITNESS WI-IEREOF, Landlord and Tenant have caused this instrument to be executed by their
�espective officers duly authorized thereunto and their corporate seals to be affixed, all as of the day and year
first hereinabove written.
LANDLORD
TPI/CMS ST. PAUL LIMITED PARTNERSHIP, a
Delaware Limited Partnership
By: TPUCMS JOINT VENTURE,
a Pennsylvania Partnership
By: TPI SKYWAY CORP.,
a Minnesota Corporation
By
A PARTNER
TENANT
CITY OF SAINT PAUL
By
Signature
By
Print
By
Signature
By
Print
Its
.
�c-��a
EXHIBIT A
LEGAL DESCRIPTION OF ENTII2E PREMISES
The Southerly One Hundred-Thirty Five and Sixiy Five One Hundreds (S'ly. 135.65) feet of H.L. Carver's
Subdivision of Lots 5, 6, 7& 8, Block 10, St. Paui Proper, said distance being measured at right angles to
the Southeasterly (S'Ely) line of said H.L. Carve�s Subdivision, except the Southerly thirteen (S'ly. 13) feet
thereof for widening East Sth Street and except the Westerly eleven (Vl"ly. 11) feet thereof for widening
Cedaz Street, said distances being measured at right angles to said Street lines; said parcel of land being port
of Lots Seven (7), Eight (8), Nine (9), Ten (10), Eleven (1]), and Twelve (12) in said H.L. Carver's
Subdivision.
The Southerly One Hundred Thirty-Five and Sixty Five Hundreds (S'ly. 135.65) feet of Lot Nine (9) Block
Ten (10) City of St. Paul (commonly called St. Paul Proper) except the Southerly thirteen (S'ly. 13) feet
thereof for widening East Sth Street;
Alt that part of the Southerly one hundred thirty-five and sixty-five hundredths (S'ly 135.65) feet of
Langevin's Subdivision of Lots 10, 11 and 12, Block D in the Original Town of Saint Paul, commonly called
Saint Paul Proper, except the Southerly thirteen (13) feet thereof for widening of East Fifth Street said
distances being measured at right angles to said street line, said parcef of land being part of Lots Six (6),
Seven (7) and Eight (8), the adjoining vacated alley which accrued thereto by reason of the vacation thereof
and that part of the Southwesterly two (2) feet of Langevin's Subdivision of Lots 10, I 1 and 12, Block D in
the Original Town of Saint Paul commonly called Saint Paul Proper, lying between the Southeasterly line
of Lot Eight (8) and the Northwesterly line of Lot Six (6) in said addition and that part of the adjoining
vacated alley which accrued thereto by reason of the vacation thereof. All of the foregoing being according
to the respective recorded plats thereof.
All of which lies Southwesterly (SW'ly) of the following described line: Commencing at a point on the
Northeasterly (NE'ly) line of said Langevin's Subdivision, distance thirteen (13) feet Northwesterly (NW'ly)
from the Southeasterly (SE'ly) line of said Langevin's Subdivision, said distance being measured at right
angles thereto; thence Southwesterly (SW'lyj parallel to the Southeasterly (SE'ly) line of said Langevin's
Subdivision, a distance of One Hundred Thirty-Six and Forty-Two One Hundreds (136.42) feet to the point
of beginning of said prescribed line, thence Northwesterly (NW'ly) at right angles a distance of One Hundred
Twenty-Two and Sixty-Five One Hundreds (122.65) feet to a point on the Northwesterly (NW'ly) line of the
hereinabove described parcel and there terminating. Containing Eighteen Thousand Seven Hundrad Fifty-
Three (18,573) square feet more or less.
r
Z
�.
�
G
n
G7
�
l/
m
z
II� n
II J �
��s �
Il, �
O
c
0
z
fl
qG�41�.
F,XFIIBIT B
FLOORPLAN
SUITE '
310A•
323 s£
su�r,s�a
�sa G
sutr= 3-�ti
r
�
• N
�
Suite 201
5,364 Square Feet
Suite 203
V acant
�
�
iC
�
>
-�
�
G
til
r
SUfYc 35.'� �'� O L�
+ o.��-•
E59 C � � n
N
' ^ O
� r
£L�7T= 31 a �-�_
,.�-=� c i
N
Y p
n C .
a � :
O ;�
�
Y
�
SUITE 3�a
:1 g2 ".
� ��
�� � � v_
. II ��
: --��
�
,
�' rr
„
.;� �
\.
' ��
P
V
�1
� c ��
a �
0
q a I sa
� y
I �
a
+
Q [ J.
t �
Y � ��
S.
_ . I a � r�.
n u
o J 4 '°
Suite 213 � � "
, . .
�!G-yla
EXHIBIT C
ADDITIONAL PROVISIONS
1. Base Rent
In accordance with Section 1.F of the lease agreement, Base Rent will be paid as follows:
May I, 1996 - Apri130, 1997 $ 7.50 psf $3,352.50 per month
May 1, 1997 - April 30, 1999 $10.00 psf $4,470.00 per month
2. Tenant Improvements.
Tenant shall accept the Premises on an "as is" basis, with the exception as noted below:
Landlord will install demising wall to partition Suite 203 as shown on Exhibit C-I.
Landlord, at iYs expense, shail convert the rear changing room into one private office, as
highlighted on the attached floor plan, Exhibit C-1.
Landlord will remove the demising wall between Suite 201 and Suite 203 to create one large
contiguous open space within the Premises. To further open the space, Landlord will demo the
storage area in Suite 203.
Landlord will instail new carpet in Suite 201 to match or complement the existing carpet located
within Suite 203. Landlord will have the walls within Suite 201 painted to match or complement
the existing walls in Suite 203.
Landlord recognizes Tenants desire for window display areas. To maximize window exposure,
we recommend that Tenant utilize exising entrance located in Suite 201; thereby leaving the two
existing window display areas intact.
Any further improvements made to the Premises will be TeaanPs responsibility and must be
approved by Landlord in advance and must be supervised by the Landlord.
3. Utilities
Landlord wili be reponsibte for all utilities to the Premises, excluding Tenant's data and voice
communications.
4. Rubbish Removal
Tenant shall pay a monthly rubbish removal assessment, not to exceed a rate of $50.00 per
month.
� ' � 6
� ��-y�a
EXHIBIT Gl
TENANl' IMPROVEMENT FLOOR PLAN
a
Area highlighted in yellow
is demised premises.
Area highlighted in Blue
is improved area.
Z
a.
�
�
G
O
n
z
II_ n
a
�I � ^�
�I� �
II � '(
O
C
r
O
�
�
0
� SUZTn '
310A-
323 si
smr.a7a
_� e C j�
e;7�� 3.Si
r
�
. N
tD
� SU1To 3 i S � -: �-
� = o :�
.—� � ' � �•
�C' sss c � � o
� , v
{ � o
�m
d
<L9ic 375 E •
�
n i < ,..-� �
n
I�,�
Suite 203 .
201
= i � �i�
� N o � � � ��
; � � � R �
_ J '�w n L_ ,. nn
� I
a °� I�
� .
� / �\r1
_� , i,�� „
1 ..a c � ��\. � /
. R '�_ . �i
g o o .
� � � � c
a � .� = i
r o o �
n
� C � ' y +a
� ; 'ry O �.
u
� � ��� -� ,-��
�0 lilll c':
SlliT: 37� t-- -- _ "--^�'—__�-.
92 Z � � r `+
tillltlll
9 a' a r
y ss,=� � , I �c G
.. 3 .� � � ��SUite 213 ' , � � Q ,�
� �
_ �I ll
ql.•�11�
LEASE
NORWFST CENTER SKYWAY
THIS LEASE made this_ day of , l99 6, between TPi/CMS ST. PAUL LIIVIITED
PARTNERSHIP, a Delaware limited partnership ("Landlord") and City of Saint Paul ("Tenant").
Por good and valuable consideration, the receipt and sufficiency of which is acknowledged, the
parties covenanY and agree as follows:
1. 7 EASF DATA AND EXHIBITS. Landlord and Tenant agree that tBe following terms as
used herein shall have the meanings provided in this Section 1, un(ess otherwise specifically modified by
provisions of this Lense:
a. Buildine: ("Skyway"), known as Norwest Center Skyway, located at Fifrh and
Cedar Streets, in the City of St. Paul, County of Ramsey, State of Minnesota, situated on the real property
legally described on Exhibit A attached hereto and hereby made a part hereof("Entire Premises").
b. remises• ("Premises"), consisting of the area as outlined on the floor plan(s) of
the Skyway, attached hereto as Exhibit B, and hereby made part hereof, including Landlord's Improvements,
if any, set forth on Exhibit C. As used in tliis Lease, Landlord and Tenant agree that the area of TenanYs
Premises is 5.364 square feet (if not known at time of execution of Lease, amount shall be determined by
Landlord as soon as practica6le). (See also Exhibit C, Additional Provisions)
c. Term; Three 3 years, ze o 0 months and zero 0 days, commencing on
the Lease Commencement Date and terminating on the Expiration Date, unless sooner terminated as
provided in ihe Lease.
d. Lcase Commencement Date: May 1. 1996 ' °"�' -''''°'''`° °°
_ �� ��
e, ��oirntion Date: A�ril 30.1999 .
f. en :
(I) Base Annual Rental in the amount of $( see Fxhibit C Additional Provisionsl
per square foot of Rentable Are1 of the Premises, payable in monthly instaltments of $,(see Exhibit C.
Additional Provicionsl in advance on or before the first day of each calendar month of the Term. (See also
ExLibit C, Additional Provisions) Rent shall be adjusted from time to time as provided in Section 6
hereof; The Base Index Pigure shall be based upon the cost of living for the month immediately prior to the
month of the anniversary of tl�e Lease Commencement Date, which first month of such Base Index figure
shall be Apri1 • 1926 . Base Annual Rental includes Base Real Estate Taxes due and payable in the
calendlr ye�r in wliich the Lease Commencement Date occurs, in the amount of $ 1.49 per square foot of
the Entire Premises. Tenant has deposited with Landlord on the date hereof $ 3.352.50 to be applied to the
first monthly Rent payment due hereunder.
.. .. .� - -
� - - -
S•
h.
I.
(iii) Additional Rent as provided in Section 4(b) hereof.
Secnrify De i� osi[: a Nuue
Permitted Use: Library used bookstore and retail store
Notices nnd Pavments Addresses:
Landlord:
TPI/CMS St. Paul Limited Partnership
Suite #1575, Norwest Center
55 East Fifth Street
St. Paul, MN 55101
Attn: Property Manager
Tenant:
Ms. Linda Cam�
Purchasing Svstems Manager
City of St. l'aul/Ramsey Countv
Toint Purchasin�
280 C� Ha11- Court House
St. Paul. MN 55102-I510
�
\ ,C'`�
q `'W� �-
j. Tenant Name: Tenant shall operate and do business in the Premises and all signs
and advertising shall be solely under the following trade name: Saint Paul Public Library and City of
S�int Paul Store.
k. Txhibits: The following exhibits or riders are made a part of this lease:
Exhibit A- Legal Description of Entire Premises
Exhibit B- Floor Plan of Premises
Exhibit C - Additional Provisions
Exhibit D- Rules and Regulations
�xhibit G - Conditional Waiver
Base Year: 19 96
2. �REMISES• RENTABLEAREA Landlord does hereby lease to Tenant, and Tenant does
hereby lease from Landlord, upon the terms and conditions herein set forth, the Premises described in
Section 1(b) liereof as shown on Exhibit B attached hereto and hereby made part hereof, together with rights
of ingress and egress over common areas, if any, located on the Entire Premises, but excepting to Landlord
the use of the exterior and demising walls (other than store fronts) of the Premises, the roof and the right to
install, use, rap�ir and repl�tce pipes, deicts, conduits, wires and appurtenant fixtures leading through the
Premises.
3. COMMENCEMENTAND EXPIRATIONDATES. (See also Exlribit C.)
a. Lcase Commencement Date. The Lease Commencement Date shall be:
(1) The date specified in Section 1(d)
' � ,
�
�� �,
,
> >
�
p��"GR T........�_..�: T:.�AL.. T.. t6.._�f - T_ ,� /�_.,. _ a ll_�.. _
p > )
1
>
)
I .. __,.! .. ' � l ifl"1 - $"�IGIT'SII� •
I
e !'4,_ _P!'�_.„ �.LT..4.. TA,..�J.
f
d. �xniration Date. Subject only to the earlier termination of this Lease pursuant to
the Terms and Conditions hereof, the Lease shall expire on the date specified in Section 1(�.
4. RENT .Tenant covenants to pay to Landlord, or such agent as Landlord shall designate from
time to time, without deducfion or offset, in coin or curcency of the United States of America, at the office
2
°I G- 41 �.
of the Skyway, or elsewhere as desi�nated from time to time by notice in writing to Tenant, the following
sums as set forth in subsections (a) through (e), al( of which sums and interest thereon constitute Rent
hereunder:
a. 13asc Annnal Rent. In monthly installments of Base Annual Rent, the sum set fortli
in Section 1(� liereof, as adjusted in Section 6 hereof, payable in advance promptly on the first day of every
calendar month of the Term (a pro-rated month if the term shall begin on any day except the first day or shall
be terminated on any day except tl�e last day of any month).
b. Additional Rent. On or before Apri! 1 of the calendar year following the calendar
year in which the Lease Commencement Date occurs or as soon thereafrer as practicable, and in each
succeeding year each ycar during the Term, Landlord shall notify Tenant of the amount, if any, by which
the Re11 Estate T1xes per square foot of the Entire Premises due and payable in the then current year,
commencing Jlnuary 1 st, will exceed the $ase Real Estate Taxes per square foot of the entire Premises.
Monthiy instaliments of Additional Rent shall be equa) to one-twelfrh of Yhe product of the square footage
of the Premises times the difference between the Real Estate Taxes per square foot of the Entire Premises
due and payable in the then current calendar year and the Base Taxes per square foot of the Entire Premises.
Commencing on the 1 st day (the "Adjustment Date") of the calendar month following tha date of Landlord's
notice to Tenant of Real Estate Taxes per square foot for that year as provided herein and continuing on the
first day of each calendar month thereafter, Tenant sha(I pay the monthly instaliment of the Additional Rent,
as so computed, together witl� the payment of Rent otherwise due under the terms of the Lease. In the event
Landlord shall contest the amount of Taxes due and payable under this provision and sha11 be successful and
receive a refund, Tenant shall receive credit for its pro rata share of such refund less the cost of such appeal,
including attorneys' fees. Tf, in �ny calendar year during the Term hereof, Real Gstate Taxes shall be reduced
below the �mount of Real Estate Taxes then currently levied or assessed, TenanYs $nse Real Estate Taxes
per square foot of the Entire Premises for that calendar year shall be reduced to a sum equal to the amount
of Real Estate Taxes as so reduced, divided by the number of square feet of the Entire Premises.
Notwithstanding anything contained herein to the contrary, if the amount of Real Estate Taxes levied and/or
assessed in the Base Year is affected by any application or proceeding for a reduction in the amount of such
Real Estate Taxes and if, as a result of such application or proceeding, Real Estate Taxes tevied and/or
assessed in Base Year s1i111 be decreased, Landlord may recalculate the Additional Rent payable to Landlord
by Tenant (with respect to Real Estate Taxes only) since the effective date of the decrease in Base Real
�state Tnxes 1nd Tenant shall promptly pay Landlord for any Additiona( Rent invoiced by Landlord as a
result thereo£ Landlord shall have the right, in its sole discretion, to determine the usable square footage
of tlie Premises and the entire Premises for purposes of determining the Additional Rent. Usable area of a
single tenancy floor, whether above or below grade, shall be computed by measuring to the inside finish of
permanent outer building walls, or from tlie glass line where at least 50% of the outer building wall is glass.
Usable aren shall include all �rea within outside walls, less stairs, elevator shafts, flues, pipe shafrs, vertical
ducts, air conditioning rooms, fan rooms, janitor closets, electrical closets and such other rooms not actually
available to tlie Tenant for its furnishings and personnel, and their enclosing wa[Is. Toilet rooms within and
exclusively serving only that floor shall be included in rentable area. Usable area for a partial floor shall
include 11I spnce within the demising walls (measured from the midpoint of demising walls and in the case
of exterior w111s measured as set foMh above), excluding vertical penetrations such as building stairs, fire
towers, elevator shafts, flues, vents, stacks, pipe shafts, and vertical ducts. Vertical penetrations which are
for a specific use of Tenant, such as special stairs or elevators, shall be included as usable area. No
deductions from usable area will be made for columns or projections necessary to the support of the Skyway.
The term 'Real Estate Taxes" shall mean taxes on real property and personal property, including all tenant
improvements and propeMy, which have not been paid by tenants directly to the taxing authority; charges
and special assessments levied with respect to the Entire Premises, the Skyway, any improvements, fixtures
�nd equipment, 1nd all other property of Landlord, re11 or personal, used directiy in the oper�tion of the
Skyway and locnted in or on the Skyway; and any taxes levied or assessed in addition to or in lieu of, in
whole or in p�rt, such real property or personai property taxes, or any other tax upon leasing of the Skyway
or rents collected, but not including any Federal or state income tax or franchise tax. The term "Base Real
Cstate Taxes" shall mean the Real Estate Taxes due and payabie in the calendar year in which the Lease
Commencement Date occurs.
� �. .. ..
� �„u,
- '.
- - �_
. -
_ •
�1�-y��.
, ,
,
E mi, .:..._.._.,��.
, >
�
�
�
> '
� .
�
,
�
.
• , �
, , .
° , ,
„
•\ .... �.� T.�\'�..�.�_Ck.�k 1•
H11
>
e
i
i ' '
!,� \ !'� P�..� :_� T�P_..�...s:..�. '1 1 11 � 1' 11 1 A —,1 ..,.1..4_.1
1
)
1
' .
d. Other Sums: All other sums payable under this Lease within ten (10) days after
Landlord renders a statement therefor (such sums shall not be deemed to be Base Annual Rent and shall not
be deducted from Percentage Rent nor considered in the computation of Percentage Rent).
e. Interect �nd Late Charges: Interest and late payment charges in accordance with
Section 7 hereof.
f. Non-Waiver: No payment by Tenant or receipt by Landlord of a Lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated
rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment
of rent be deemed an accord 1nd satisfaction, and Landlord shall accept sucl� check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease
provided.
g , FI �+r�nic Funds Transfer Arrangement. Upon ten (l0) days written notice,
Ten.mt sh111 execute �II documents provided by Landlord in order to establish an electronic fimds transfer
lrrangement with Landlord and 'Cenant's financial institution so as to allow Landlord, at its option, to
automltically withdraw funds from Tenant's account for payment of Rent payable by Tenant to Landlord
pursuant to this Section 4, which sums shall be withdrawn on the first business day of each month. Tenant
further agrees to cooperate fully with Landlord with respect to the electronic funds transfer arrangement
including, witl�out limitation, assuring that adequate transferable monies exist in its account to fund
Landlord's monthly electronic transfers. In the event Tenant shall desire to change an account subject to the
electronic funds transfer arrangement, Tenant shall notify Landlord in writing and shatl execute such
documents requested by Landlord establishing the same electronic funds transfer arrangement with respect
to Tenant's new account. The failure by Tenant to (I) execute all documents required by Landlord
hereunder with said ten (10) day period, (ii) maintain sufficient transferable funds in its account or (iii)
otherwise fully cooperate with Lnndlord with respectto this subsection shalleach be considered monetary
deflults underthis Lease.
Notwithstanding any possible provision to the contrary contained herein, Base Annual Rent payable
Fy
�1 G -y1�-
hereunder for any lease year during the Term shall not be less than the initial Base Annual Rent as provided
in Section 1(� hereo£ Tenant shall pay, before any fine, penalty, interest or cost may be added thereto for
nonpayment, any tax except income tax that may be levied, assessed, imposed upon or measured by the rents
rese�ved hereunder or upon a commercial lease by any governmentai authority acting under any present or
future law.
5.
,
,� > >
�
�
�
>
� , .
>
�
�•
�
�
Seetien:
(, RF.NT ADJUSTMENT. The Base annual Rent is based upon the cost of living for the
montli set forth in Section 1(� hereof which is determined by the Consumer Price Index for Urban Wage
Earners and Clerical Workers-U.S. City Average, All Items, published by the Bureau of Labor Statistics,
U.S. DepaMment of Labor, based on all items for the period 1982 through 1984 equa[ing 100. The Base
Annual Rent shall be adjusted in one (1) year intervals for each Lease Year during the Term on the basis of
said Consumer Price Index or, if there shall be no such Consumer Price Index, then by the successor or the
most nenr(y comparable successor index, thereto (appropriately adjusted to the 1982 through 1984 base) in
the following manner:
a. The Base Index Figure for the purpose hereof shall be the index figure set forth in
Section 1( fl hereo£ The term "Corresponding Index Figure" shall be the index figure for the same calendar
month of subsequent Lease Years during the Term.
b. Commencing with the second Lease Year, Landlord shall adjust the Base Annual
Rent each year during the Term effective as of the first day of the Lease Year by increasing it to an amount
determined by multiplying the total Base Annual Rent for the then current Lease Year by a fraction of which
the numerator is the Corresponding Index Figure for the then current Lease Year and the denominator is the
Corresponding Index Figure for the immediately preceding Lease Year (which, in the second Lease Year,
shall be the Base Iadex Figure). Commencing on the date on which the next payment of Rent is due to
Landlord following the date of Landlord's notice to Tenant of the increase in the Base Annual Rental, Tenant
shall pay the Base Annual Rental, 1s so increased, in equal monthly installments; provided, however, the first
such payment shall also include an additional sum to Landlord for the Base Annu11 Rent for the elapsed
period from the first day of the Lease Year to which the adjustment applies to the date of payment. In no
event shall the Base Annual Rent be decreased hereunder.
c. Por purposes of Section 6 hereof, °Lease Year" shall mean that consecutive 12-
monEh period bcginning on that day of the month which is the same as the Commencement Date.
7.
, °
�
�
. �
��
� ,
> >
� •
�
�
� � r�, �
8. USES.
a. The Premises are to be used only for the use stated in Section 1(h) hereof
("Permitted Uses"), and for no other business or purpose without the prior written consent of Landlord,
whicl� may be withheld or grnnted according to Landlord's sole discretion.
b. Tenant shall occupy the Premises upon the Lease Commencement Date and
thereafter will continuously conduct its business in ]00% of the Premises in strict accordance with the
Permitted Uses, for such hours of operation as shall be determined and established exclusively by Landlord.
c. Tenant shall at all times conduct its business in a reputable manner as a quality retail
establishment in accordance with the standards of the Skyway retail area and shall not conduct any fire,
b�nkruptcy, going out of business, moving, "Lost our Lease" or auction sales, either real or fictitious.
d. The Premises shall not be used in any manner that is not in accordance with any
present or future requirement of any and all applicable laws, ordinances, rules and regulations of any
governmental authority and Tenlnt shall comply with the rules and regulations established by Landlord from
time to time for tenants of the Skyway.
e. Unless expressly set forth in Exhibit C as Landlord's Improvements, Landlord shall
not be obliged on account of the purpose or manner of the Permitted Uses by Tenant to make any addition
or alteration to the Premises or the Skyway.
All sales from vending machines in the Premises must be approved in advance in
writing by L�ndlord.
g, Tenant shall not give, sell, or offer for sale, or exhibit any article, thing, goods or
services outside t[ie Premises or in the common areas without the prior written consent of Landlord, which
may be withheld or granted according to Landlord's sole discretion.
h. Unless specifically provided herein and then only upon strict compliance with such
provisions, Tenant sh111 not manufacture, distribute, store, sell or give away any alcoholic liquor.
I. Tenant shall not exhibit, sell or offer for sale, use rent or exchange on the Premises
or in the Skywly any aMicle, thing or service except those ordinarily embraced within the Permitted Use.
j, Tenant will not make or permit to be made any use of tha Premises which may be
dangerous to Iife, limb or property or create a fire hazard, or which may invalidate or increase the premium
cost of any policy of insurance carried on the Skyway or covering its operations.
k. Tenant will comply with all requirements for state, municipal or other governmental
inspections, Iicenses and permits and will promptly pay all proper fees and charges in connection therewith,
failing which L�ndlord may, but need not, pay any and all such fees and charges for the account of Tenant.
L Tenant shall keep all first floor street frontage or public walkway show windows
brightly li�hted during the term during business hours as established by Landlord.
m. Tenant shall not tape, display, install, inscribe, paint or affix any sign, picture,
advertisement or notice inside or outside the Premises or in or on the interior or exterior windows or doors,
except in such place or places nnd of such color, size, design, style and mnterial as shall have advance written
approvl! by l,andlord, and upon expiration of the term, whether by lapse or otherwise, Tenant shall remove
all such signs, pictures, advertisements ar.d notices. At the request of Landlord, Tenant shall remove any
and all other signs, pictures, advertisements and notices which Landlord shall consider objeetionable or
injurious to tlie Skyway or Premises or which are within three feet (3') of any store front lease line of the
Premises.
n. Tenant shall not use the name of the Skyway for any purpose other than Tenant's
business address and shall never use any picture likeness of the Skyway or Premises in advertisements,
notices or correspondence withotrt Landlord's advance written consent.
o. Tenant shall keep all entrances, passages, courts, corridors, vestibules, hafls,
approaches, exits, elevators and stairways free from all obstructions of every kind and from ashes, garbage,
litter and refuse of every kind and in a clean and sanitary condition.
°l�-�t1�.
p. Tenant shall keep all windows of the Premises clean and shall maintain the front or
fronts of the Premises in an attractive condition.
q. Tenant shall not make or permit any noise or odor that is objectionable to the public,
to other occupants of the Skyway, or to Landlord, to emanate from the Premises and shall not create or
mlint�in, or allow or suffer the creation or maintenance of, a nuisance or disturbance thereon and shall not
disturb, solicit or canvass any other occupant of the Skyway, and shall not do any act causing injury to the
reputation of Uie Skyway or the Premises.
r. Tenant shall not place or permit any radio or television or antennae, loud speakers,
sound amplifiers or other simil�r devices on the roof or outside the Skyway nor use any apparatus,
machinery, or device in or about the Premises which will cause any substantial noise or vibration or
unreasonably disturb the quiet enjoyment of any other tenant.
s. Tenant shall not waste water by tying, wedging or otherwise fastening open any
faucet.
t. If Tenanf desires awnings, shades, venetian blinds or window or door coverings of
any kind, whether inside or outside, Tenant shall furnish and maintain the same in good and attractive
condition at TenanPs expensa 1nd risk, and all shall be of such shape, color, design, material, quality and
kind as shall first be approved by Landlord in writing.
u. Tenant shall not overload any floor; Landlord may direct the routing and location
of safes and nll other heavy articles and equipment.
v. Unless Landlord gives advance written consent, Tenant shall not use the Premises
or any part thereof for housing accommodations or for lodging or sleeping purposes, and shall not do any
cookin� therein and shall not use any illumination other than electric light.
w. Tenant shall not take or permit to be taken any supplies, merchandise, fixtures,
equipment or appliances in or out of the Premises or the Skyway except throu�h proper service doors.
x. If Tenant furnishes heat, Tenant shall maintain the temperature in the Premises high
enough to prevent the freezing of water in plumbing fixtures and all other damage caused by low
temperature.
y. Unless Landlord gives advance written consent, neither Tenant nor any trustee,
receiver, assignee or any other person actin� for or on behalf of Tenant, Tenant's estate or creditors, shall
conduct an auction on the Premises.
z, Tenant shal I not paint or decorate any part of the exterior of the Premises or any part
of the interior visible from the exterior thereof without first obtaining Landlord's written approval.
In addition to all other liabilities for breach of any covenant of this Section 8 hereof, Tenant shall pay to
Landlord all damages caused by such breach and shall also pay to Landlord an amount equal to any increase
in insurance premium or premiums caused by such breach. The violation of any covenant of this Section
8 hereof may be restrained by injunction.
9. ACCEPTANCE OFPREMISES. Taking possession of all or any portion of the Premises
by Ten�nt sh111 be conclusive evidence as against Tenant thlt the Premises or such portion thereof are in
sltisf�etory condition on the dlte of taking possession, subject only to material latent defects.
10. LANDLORD FURNISHED SERVICES. Landlord shall supply the following services:
1. Air Conditioning and Heating. To provide a temperature and humidity condition
required, in Landlord's judgment, for comfortable occupancy of the Premises under normal existin� business
operations, daily from . . . . , . . . . . during operational hours
of t6e Skyway, Sundays and holidays excepted. Whenever heat generatin� machines or equipment are used
in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord
reserves the right to install supplementary air conditioning units in the Premises, and reasonable additional
rent shall be paid by Tenant to Landlord to cover the cost and expenses of operation and maintenance of said
supplementary air conditioning imits.
°1.c.—���.
b. Janitor Service and Trash Removal. See Exhibit C, Additional Provisions.
Landlord shall provide janitorial services as it deems appropriate in and about any and all common areas of
the Skyway, but shall not be obligated to provide janitorial services of any kind in the Premises. Tenant shall
not provide anyjanitorial services to the Premises without Landlord's prior approval; aIl such services shall
be Tenant's sole responsibility, at TenanYs sole expense and by janitor contractor or employees at all times
satisfactory to Landlord. Tenant shall be responsible for regularly removing all trash, debris and rubbish
from the Premises at its sole cost and expense to an area designated by Landlord for trash hauling. Landlord
shall have tl�e right to impose a cl�arge on Tenant, payable on demand, for the cost of hau(ing away such
trash, debris or rubbish.
a Tlevator Service. Passenger elevator service in common with Landlord and other
tenants, daily from . .. . . . during Skyway hours Sundays and
holidays excepted, and frei�ht elevltor service in wmmon with Landlord and other tenants, daily from 8:00
a.m. to 5:00 p.m., Saturdays, Sundays and holidays excepted. Such normal eleVator service, passenger or
freight, if fiirnished at other times shall be optional with Landlord and shall never be deemed a continuing
obligation. Landlord, however, shall provide limited passenger elevator service daily at all times when such
normal passenger service is not furnished. Operator-less automatic elevator service shall be deemed
"elevator service" within the meaning of this paragraph.
d. �lectricity. Electric wiring system in the Premises connected with a source of
alternating current. Landlord shall maintain electrical facilities to provide sufficient power for such
operating requirements a are normal and customary for other retail tenants in the Skyway, but not inctuding
electricity required for special lighting in excess of the standard for the Skyway, or any other item of
electric�l equipment which (singly) consumes more thln .5 kilowlits per hour at rated capacity or requires
a voltage other than one hundred twenty (120) volts single phase; and provided that if the installation of said
electrical equipment requires additional air conditioning capacity above that provided by the building
standard system, then tha additional air conditioning installation and operating costs will be the obligation
of Tanant. If Tenant shall add lighting in excess of that which is standard for the Skyway or if Tenant has
specinl machinery consuming electricity, the rent hereunder may be increased accordingly by Land]ord;
provided, however, if Tenant shnll feel itself aggrieved by such increase, it may request a review of the
increase. G�cli of the parties hereto agrees to use recognized qualified personnel for the purpose of reviewing
the increase due to use of such lighting or machinery.
e. Window or poor Coverines. Tenant, at its own expense, may install drapes,
window or door coverings (and if installed sha(I maintain them in an attractive and safe condition) provided,
in the sole discretion of Landlord they are in harmony with the exterior and interior appearance of the
Skyway �nd create no safety or fire hazard.
f. Failure to Pay for Services. If Tenant fails to pay promptly Landlord's proper
charges for water or other services, Landlord, upon not less than ten (]0) days notice, may discontinue
furnishing the services and no such discontinuance shall be deemed an eviction or disturbance of TenanPs
use of the Premises or render Landlord liable for damages or relieve Tenant from any obligation.
g. Interruption of Services. Landlord does not warrant that any service will be free
from interruptions caused by repairs, renewals, improvements, changes of service, alterations, strikes,
lockouts, labor controversies, lccidents, inability to obtain fuel or supplies or other cause beyond the
reasonable control of Landlord. No such interruption shall be daemed an eviction or disturbance of Tenant's
use and possession or render Landlord liable for damages, by abatement of Rent or otherwise, or relieve
Tenant from any obligation. Tenant hereby releases all claims against Landlord for damages for interruption
or stopplge of service.
h. Fnerov and Conservation Policies. Landlord shall be deemed to have observed
and performed the terms and conditions to be performed by Landlord under this Lease if in so doing it acts
in accordance witli a directive, policy or request of a governmental or quasi-governmental authority in
connection with energy, conservation or security matters.
I 1. LANDLORD'S TITLE. Landlord's title is and shall be paramount to the title of Tenant, and
nothing herein contained shall empower Tanant to do any act which may encumber it.
12. TENANT'S OBLIGATIONS. Tenant shall:
a. Renairs• At TenanPs expense keep the Premises in good order, condition and repair,
including those necessary to comply with the requirements of any governmental or quasi-governmenta(
authority havingjurisdiction after commencement date, during the full Term hereof, and shall promptly
�
� c. -�t � �.
reimburse Landlord for the cost (including necessary overtime payments) of repairing any damages to the
Premises and of replacing or repairing all glass fixtures and appurtenances therein damaged or broken, all
such repairing and replacing to be done by Landlord and not by Tenant. If Tenant fails to perform any
obligation hereunder, then on not less than ten (10) days notice to Tenant, except in the case of emergency
when notice sh111 be deemed wnived, Landlord may enter the Premises and perform such obligation without
liability to TenTnt for any loss or dama�e to Tenant thereby incurred, and Tenant shall pay Landlord for the
cost thereof, plus twenty percent (20%) of such cost for overhead and supervision, within ten (10) days of
receipt of Landlord's invoice therefor.
b. �oors to be Locked. Before leaving the Premises unattended, close and securely
lock all doors and shut off all utilities in the Premises. Damage resulting from failure to do so shall be paid
by Tenant.
c. �Ioldin� Over. Pay Landlord for each day Tenant retains possession of the
Premises or part thereof after termination hereof, by lapse of time or otherwise, double the amount of daily
fixed rent for the last period prior to the date of such termination which daily rent shall be a sum equal to
1/30th of the monthly Rent as provided in Section l, as adjusted, of this Lease, and also pay a1l damages
sustained by Landlord by reason of such retention, or, if Landlord gives notice to Tenant of Landlord's
election thereof, such holdin� over shall constitute renewal ofthis Lease for one (1) year upon terms which
include rent equal to the rent then being charged by Landlord for comparable space. Acceptance by Landlord
of rent after such termination shall not constitute a renewal; this provision does not limit, impair or waive
Landlord's right to re-entry or any other right. If tenant retains possession on a month to month basis,
such occupancy will not constitute a holdover if both Landlord and Tenant have a written agreement
regarding the month to month ten�ncy.
d. Laws and Regulations. Comply with aIl laws, orders and regulations and with the
dicections of 1ny public officer authorized by law with respect ro the Premises and the use or occupancy
thereof.
e. Mechanic's Liens. Tenant shall pay before delinquency all costs for work done or
caused to be done by Tenant in the Premises which could result in any lien or encumbrance on Landlord's
interest in the Cntire Premises or Skyway or any part thereof, shall keep the title to the Entire Premises or
Skywly and every part tliereof free and clear of any lien or encumbrance in respect of such work, and shall
indemnify and hold harmless Landlord against any claim, loss, cost, demand and legal or other expense,
whether in respect of any lien or otherwise, arising out of the supply of material, services or labor for such
work. Tenant shall immediately notify Landlord of any such lien, claim of lien or other action of which it
has or reasonably should have knowledge and which affects the title to the Entire Premises or any part
thereof, and shall cause the same to be removed within ten (10) days (or such additional time as Landlord
may consent to in writing), failin� which Landlord may take such action as Landlord deems necessary to
remove the same and the entire cost thereof, including attorneys' fees, shall be immediately due and payable
by Tenantto Landlord.
£ Tenant's Insurance. During the Term, Tenant being self insured, agrees to the
following minimum covcrage •
(1) fire insurance with extended coverage and water damage insurance in
lmounts sufficient to fully cover Tenant's improvements and all property in the Premises which is not owned
by Landlord, and
(2) li�bility insurance, with Landlord named as an additional insured, against
cl�ims for death, personal injury �nd property damage in or about the Premises, in amounts which are not
less th�u •$-};898;099$600,Q00 or the statutory limits required for tl�e Tennnt for death,,illness or injury
to one or more persons, and $500,000 for property damage, in respect of each occurrence.
�
> >
�}erc#. If requested by Landlord, Tenant shall from time to time promptly deliver to Landlord eerti€e8
.
. a statement from Tenant's confirming self
coverage.
13. CONDUCT OF BUSINESS.
10
° 1 L - � � �:
a. Ceneral Conduct. During the Term, Tenant shall continuously use the Premises
for the Permitted Uses, carrying on therein Tenant's business undertaking diligently. Tenant shall maintain
on the Premises a substantial stock of goods, wares, merchandise and equipment, adequate to assure
successful operation of Tenant's business, and shall employ clerks, salesmen and others sufficient for the
service and convenience of customers. Tenant shall keep the Premises open and available for business
�ctivity therein during all hours of business established by the Landlord except when prevented by strikes,
fires or casualty directly affecting the Skyway or the Premises. The Landlord retains the absolute right to
set or change Tenant's business hours upon the giving of proper notice to the Tenant. The exercise of this
right by tlie Landlord is not contingent upon or in any way dependent on the business hours of other tenants
in the vicinity. Tenant shall include the address and identity of its business activity in the Premises in all
advertisements made by Tenant in which the address and identity of any other local business activity of like
character conducted by Tenant shall be mentioned, and shall not divert elsewhere any trade, commerce or
business which ordinarily would be transacted by Tenant in or from the Premises. TenanYs trade name set
forth in Section 1 Q) hereof shall not be changed without Landlord's prior written approval.
b. Restriction. During the Term, Tenant shall not, without Landlord's advance written
consent, sucli consent shull not unreasonably be withheld, engage or participate, directly or indirectly,
as an owner, principal, employee, investor or agent, or fi�rnish financial or other aid or support to any
business enterprise or undeMaking which is in any manner or degree competitive with the Permitted Uses
oftf�e Premises and which business enterprise or undertaking is sitaated within a radius of two city blocks
(not less than 600 feet) in all directions from the Skyway.
14. MERCHANT'SASSOCIATION. (See a[so Exhibit E)
a. Merchanf's Associ�tion. Landlord may elect to establish a Merchants' Association
which shall meln an association of all retail and associated service tenants in the Skyway to develop,
promote, advertise and improve the business of aIl such tenants and generally further their interests, provided
that nothing in the constitution, bylaws, resolutions or activities of the Merchants' Association shall in any
way conflict with or prevail over the te�ms and conditions of the Lease. Landlord may elect to terminate the
existence of any Merchants' Association established if, in its sole discretion, the continuation is unwarranted.
Ten�nt will promptly become a member of, participating fully in, and remain in good standing in �ny
Merchants' Association, if formed by Landlord, or such other nonprofit corporation as may be organized by
Landlord to promote the merchandising activities of the Skyway.
b. Contribution to Promotion Fund. Except as provided in Section 14(e) hereof,
Tenant shall pay to Landlord montlily together with the Rent due hereunder a contribution to the Promotion
Fund, as defined below, equaling five percent (5%) of Tenant's monthly installment of Base Annual Rent,
to be used by Landlord for the purpose of dafraying the cost of promotional, advertising and public relations
activities in connection with the Skyway and any surplus to be used for the purposes set out in Section 14(c)
hereof.
a Promotion Fund, Promotion fund means the common fund for the general
promotion and welfare of aIl retaii and associated service tenants in the Skyway who are subject to the
provisions in their respective leases to the provisions of this Section, and to which all such tenants shall be
required to wntribute on an equitlble basis. Landlord shall utilize the promotion fund only for payment of
marketing expenses, promotional materials or equipment, entertainment and such other similar purposes as
Landlord may reasonably determine. Landlord shall deliver to Tenant an annual statement setting out in
reasonlble detlil an accounting of the promotion fund.
�{, Oprration of Promotion F�md by Mercl��ntc' Association If Landlord
est161ishes a Merchants' Associltion, Landlord may pay alI or any part of the Promotion Pund to such
Merchants' Association exclusively for the purposes set out in Section 14(c) hereof, and any such payment
sh111 be a rull and complete discharge of Landlord in respect of the lmount so paid.
e. Tenant Advertisin¢. In the event Landlord determines, in its sole discretion, not
to collect contributions from Tenant for the Promotional Fund then, at any time and from time to time,
Landlord may elect by notice to Tenant to require Tenant to spend directly an amount which, during the
calendar yenr in which the election is made, shall aggregate no less than an amount (as may be adjusted in
accordance with the number of months remaining in such calendar year) equal to five percent (5%) of
Tenant's Base Annual Rent directly for promotional, advertising and public relations activities specifically
relating to the Premises. Tenant shall submit to Landlord proof of such expenditures in from and degree of
detail satisfactory to Landlord upon demand. If at any time Tenant should fail or refuse to submit the proof
of expenditures as required herein promptly upon demand, Landlord may require Tenant to immediately
commence plying to Landlord the contribution required by Section 14(b) hereof together with a lump sum
11
a�-N l �
for tl�e months in which no contribution was paid to Landlord. If, following Landlord's review of the proof
of expenditures as provided above, Landlord determines fhat the aggregate of qualifying expenditures was
less than five percent (5%) of TenanPs Base Annual Rent, Landlord may require Tenant to immediately
commence paying to Landlord the contribution required by Section 14(b) hereof together with a lump sum
in an amount equal to the deficiency determined by Landlord. Notwithstanding anything to the contrary
contained l�erein, Landlord mny require Tenant to resume payment of contributions to the promotion Fund
as provided in Section 14(b) hereof upon not less than sixty (60) day prior written notice.
15. TENANT'SALTERATIONS. Tenant shall not make changes, additions and improvements
in the Premises unless such change, addition or improvement shall:
(a.) better adapt the Premises to its business,
(b.) comply with the requirements of any governmental or quasi-governmental
authority liaving jurisdiction,
(c.) be made only with the prior written consent of Landlord,
(d.) equal or exceed the then current standard for the Skyway, and
(e.) be carried out, at TenanYs sole cost, only by persons selected by Tenant and
approved in writing by Landlord, who shall if required by Landlord deliver to Landlord before
commencement of die work performance 1nd payment bonds as well as proof of worker's compensation and
public liability and property damage insurance coverage, with Landlord named as additional insured, in
amounts, with wmpanies, and in form reasonably satisfactory to Landlord, which shall remain in effect
during tlie entire period in which the work will be carried out.
Any increase in property taxes on 6re or casualty insurance premiums for the Skyway attributable to such
change, addition or improvement shall be borne by Tenant.
t6. RIGHTS RESERl�ED TO LANDLORD. Landlord shall have the following rights
exercisable witliout notice and without liability to Tenant for damage or injury to property, person or
business, (111 claims for damage being hereby released) and without affecting an eviction of disturbance of
Tenant's use or possession or giving rise to any claim for se-offs, or abatement of rent:
1. �me Change. To change the name or street address of the Skyway.
b. i ns. To install and maintain signs on the exterior and interior of the Skyway.
c. o �rces. �e-desig�tttfe Tenant shall advise Landlord of all sources furnishing sign
painting and lettering, ice, mineral or drinking water, beverages, foods, towels, vending machines or toilet
supplies used or consumed on tlie Premises, in advance of work being done.
d. Services. To grant to anyone the exclusive right to conduct any business or render
any service in Uie Skyway, provided such exclusive right shall not operated to exclude Tenant from the
Permitted Uses expressly permitted by Section 8 hereof.
e. Reoccnpnncp Preparation. To decorate, remodel, repair, alter or otherwise prepare
the Premises 1'or reoccupancy during the last six (6) months of the Term, if during or prior to such time
Tenant vlcates the Premises, or 1t any time after Tenant abandons Uie Premises.
f. �nter tUe Premises. To enter the Premises to make inspections, repairs, alterations
or ldditions in or to tlie Premises or the Skyway or to exhibit the Premises to prospective Tenants, purchasers
or others, at reasonable hours and at any time in the event of an emergency, and to perform any acts related
to the safety, protection, preservation, reletting, sale or improvement of the Premises or the Skyway.
g. Mail Chides. To have access to all mail chutes according to the rules of the United
Stltes Post Office.
h. ecnri . To require all persons entering or leaving the Skyway during such hours
as Landlord may from time to time reasonably determine to identify themselves to a watchman by
registration or otherwise and to establish their right to enter or leave and to exclude or expel any pedd(er,
solicitor or beggar at any time from the Premises or the Skyway.
12
�1G-`{1�
i, Hours of Closure. To close the Skyway at 10:00 p.m., or at such other time as
I.nndlord or any governing authority may determine, subject, however, to Tenant's rigl�t to admittance under
such regulations as shall be prescribed from time to time by Landlord.
j, Heavy �ry�ipment. To approve the weight, size and location of safes and other
heavy equipment flnd aMicles in and about the Premises and the Skyway and Premises only at Ten�nt's sole
risk �nd responsibility.
k. rlecess for Work. At any time or times, to decorate and to make necessary repairs,
alterltions, additions and improvements, structural and otherwise, in or to the Premises, the Skyway or part
or parts thereof, and during such operations to take into and through the Premises or any part of the Skyway
all material required, and to suspend temporarily the operation of elevators and other facilities. In doing such
work L�ndlord will not prevent Tenant from having access to the Premises, will expedite the work as much
as reasonable possible, and (except when decorating and repair or replacement work is required because of
1 hazardous condition or a condition that is damaging to the Premises or other parts of the Skyway) if
TenanPs use of the Premises is interfered with, Landtord will do such work during hours other than ordinary
business hours at Tenant's request. The exercise by L�ndlord of its rights hereimder shall not give rise to any
claim by Tenant of eviction or disturbance of Tenant's use and possessian or render Landlord liable for
damages, by nbatement of Rent or otherwise, or relieve Tenant from any obligation. Tenant hereby release
Llndlord from any such claims.
1. Work Pcrmission. To do or permit to be done any work in or about the Premises,
the Skyway, the Entire Premises, or any adjacent or nearby building, land, street or alley.
m. Relncation of Other Stores and Tacilities. To m�ke changes in the locations and
quantity of store premises, other structures and the common facilities.
17. R/CHTSAND OBLICATIONS UPONTERMINATION. At the termination of this Lease
by I1pse of time or otfierwise, all right, title and interest of Tenant in the Premises shall cease and:
a. Possession. Tenant shall immediately quit and surrender possession ofthe Premises
to Lnndlord. Tenant shall surrender all keys of the Premises to Landlord and make known to Landlord the
combination, and explanation thereof, of all combination locks remaining on the Premises.
b. Condition of Premises. Tenant shall return the Premises and all equipment and
fixtures of Landlord in as good condition as when Tenant originally took possession, subject to the provision
of subparagr�phs c and d of this Section 15 hereof, ordinary wear and loss or damage by fire or other
casualty covered in Section 19 hereof, and alterations made with Landlord's written consent, excepted, failing
which Landlorei may restore the Premises to such condition and Tenant shall pay the cost thereof on demand.
c. Removal of Ad<litions. All installations, additions, hardware, non-trade fixtures
and improvements, temporary or permanent, except movable furniture and equipment belonging to Tenant,
in or upon the Premises, whether pllced there by Tenant or Landlord, shall be Landlord's property and shall
remain upon the Premises, all without compensation, allowance or credit to Tenant; provided, however, if
prior to such termination or wiUiin ten (10) days thereafter Landlord so directs by notice, Tenant shall
promptly remove the installations, additions, hardwara, non-trade fixtures and improvements, placed in the
Premises by Tenant or placed in the Premises by Landlord on behalf of Tenant and designated in the notice,
failing which Landlord m�y remove the same nnd Tenant shall pay the cost thereof on demand.
d. Floor Coverine. Tenant may remove any floor covering paid for and laid by
Tenant, providad Tenant, (i) removes all fastenings, paper, glue, bases and other vestiges thereof and restores
tlie floor surface to its previous condition, or (ii) pays to Landlord on demand the cost of restoring the floor
surface to such condition.
e. 'Zronerty Pres��med Abandoned. All Tenant's trade fixtures, insta(lations and
personal property not removed from Premises prior to such termination shall be conclusively presumed to
have been abandoned by Tenant and title thereto shall pass to Landlord under this Lease as a Bill oF Sale,
and may be appropriated, sold, destroyed or otherwise disposed of by Landlord without notice to Tenant or
obligation to compensate Tenant or to account therefor, in accordance with Section 21(e) hereof.
18. ASSIGNMENT AND SUBLETTING.
13
�L-�►a
a. Consent Required. Tenant shall not, without Landlord's prior written consent,
which consent may be withheld in Landlord's absolute discretion: (a) sublet the Premises or any part thereof;
(b) assign this Lease or any interest under it, (c) allow any transfer hereof or permit any lien to be placed on
TenanPs interest by operation of law; or (d) permit the then tenant and tenanYs employees to do any of the
foregoing. Tenant hereby specifically acknowledges and agrees to pay to Landlord, within ten (10) days of
Landlord's invoice therefor, Landlord's actual expenses incurred in processing any proposed assignment or
subletting and investigating any proposed assignee or sublessee, which expenses may include, without
limitation, attorneys' fees and the cost and expense of obtaining the credit and financial reports of the
prospective assignee/sublessee. Landlord's consent to any subletting, assignment or transfer or Landlord's
election to accept as tenant hereunder any assignee, grantee or transferee shall not release the original Tenant
from any covenant or obligation of this Lease and consent by Landlord to a subletting or assignment shall
not relieve Ten�nt from obtaining consent to future subletting or assignment. The Tenant shall not, without
Landlord's prior written consent, sublet the Premises or any part thereof at a rentnl rate higher than that being
charged by L�ndlord at the time of subletting or during the term thereof.
b. Profit from Assignment/Sublettine. In the event Tenant shall sublease or assign
this Lense, Landlord shall be entitled to any profit derived by Tenant as a result of such assignment or
sublease. "Profit" shall mean the excess of Annual Rent and other charges owing to Tenant under such
sublease or assignment over the Base Annual Rent and other charges owing to Landlord under this Lease;
minus (i) the actual costs incurred by Tenant in entering into such sublease or assi�nment, including, but not
limited to, attorneys, brokerage, leasing consultant, redecorating, architectural and engineering fees; (ii)
actual expenses incurred by Tenant resulting from leasing and maintaining the subleased or assigned space
durin� the time said space was not being used by Tenant, provided that Tenant shall have been continuously
�ttempting to sublense said space direing snid vacancy, and (iii) the unamortized v�lue of all of Tenant's
leasehoid improvements and fixtures located in said space at the time Tenant shall have vacated said space,
provided said fixtures and Leasehold improvements were not paid for by Landlord, based upon five (5) year
straight line amortization of all such leasehold improvements and fixtures.
19. DEFAULT UNDER OTHER LEASE. If the term of any lease, other than this Lease, made
by Tenant, for the Premises or any part thereof, or for any other space in the Skyway shall be terminated or
terminable after the making of this Lease, because of any default by Tenant under such other lease, such fact
shall empower Landlord, at Landlord's sole option, to terminate this Lease by notice to Tenant or to exercise
any of the remedies set forth in Section 21 hereof.
20. WAIVER OF CERTAIN CLAIMS. Tenant waives and releases all claims against
Landlord, its officers, directors, agents, employees and servants, in respect of, and they shall not be liable
for injury to person or damflge to property sustained by TenanY or by any occupant of the Premises or the
Skywly or any other person occurring in or about the Building or the Premises resulting directly, or
indirectly from any existing or future condition, defect, matter or thing in the Premises, the Skyway or part
of it or from equipment or appuMenance becoming out of repair or from accident, or from any occurrence,
act, or from ne�ligence or omission of any tenant or occupant of the Skyway or of any other person (except
injury to person and damage to property caused by the sole negligence of Landlord). Tenant agrees that it
will make no claim against Landlord or its directors, officers, employees or agents for any loss which may
�rise out of any fire or other casualty which may be covered by Tenant's insurance and which may be due
to 1ny �ct or omission of L�ndlord or of its directors, officers, employees or agents. If any damage to the
Premises or to the Skyway or to Tenants thereof, results from any act or omission or negli�ence of Tenant,
its agents, employees or invitees Landlord may, at Landlord's option, repair such damaga and Tenant shali,
upon demand by Landlord, reimburse Landlord foMhwith for all costs of such repairs and damages both to
the Skyway nnd to the tenants thereof, in excess of the amounts, if any, paid to Landiord under insurance
covering such damlges. All property in the Skywly or in the Premises belonging to Tenant, its agents,
employees or invitees, or to any occupant of the Premises shall be there at the risk of Tenant or other person
only, nnd Landlord shall not be linble for dama�e thereto or theft, misappropriation or loss thereof. Tenant
shall indemnify and hold harmless Landlord from and against every demand, claim, cause of action,
judgment nnd expense, and all loss and damage arising from
a. any injury or damage to the person or property of Tenant, any other tenant in the Skyway
or to 1ny oUier person ri�htfully in the Skyway, where the injury or damage is caused by negligence or
misconduct of Tenant, its 1�ents, servants or employees, or of any other person entering upon Yhe Premises
under express or implied invitltion of Tenant, or results from the violation of laws or ordinances,
governmental orders of any kind or of the provisions of this Lease by any of the foregoing,
b. any bss or damage, however caused, to books, records, files, money, securities,
negotiable instruments or papers in or about the Premises,
14
q�-�f I �.
c. any loss or damage resulting from interference with or obstruction of deliveries to or from
the Premises, 1nd
d. any injury or damage not specified above to the person or property of Tenant, its a�ents,
servints or employees, or any other person entering upon the Premises under express or implied invitation
of Tenant, where the injury or d�mage is caused by any reason other than the negligence or misconduct of
Landlord, its agents, servants or employees.
21. UNTENANTABILITY. If the Skyway is damaged and made substantially untenantable by
fire or other casualty, whether or not the Premises are damaged, and Landlord shall determine not to restore
it, Landlord may, by notice to Tenant given within sixty (60) days after such damage, terminate this Lease.
Sttch termination shall become effective as of the date of such damage if the Premises are untenantable,
otherwise as of a date sixty (60) days following the service of such notice of Lease termination. Unless the
Lease is terminated as hereinabove provided, if the Premises are made partially or wholly untenantable by
fire or other casualty, Landlord shal] restore the Premises to a tenantable condition, but not the
improvements, furniture, fixtures or personal property belonging to Tenant, at Landlord's expense to the
extent of available insurance proceeds, with reasonable promptness. If as a result of fire or other casualty
a substanti�l amount of public space in the Skyway is damaged to such an extent as to substantiaily interfere
with Tenant's use of the Premises, or if the Premises are made partially or wholly untenantable and in either
c�se Lnndlord fails, within sixty (60) days after Landlord is enabled to take possession of the damaged space
and Premises, to restore the damaged public space to eliminate substantial interference with TenanPs use of
the Premises, or to restore the Premises, Tenant may terminate this Lease as of the end of said period of sixty
(60) days by notice of Landlord given not later than thirty (30) days after the expiration of said sixty (60)
d1y period. in the event of terminition of this Lease pursuant to this Section 21, Rent shall be prorated on
a per diem basis and paid to the date of the fire or other casualty, unless the Premises shall be tenantable and
relsonflbly accessible, in which case Rent shall be payable to the date of the Lease termination. If the
Premises are untenantable or are not reasonably accessible and this Lease is not terminated, Rent shalt abate
on a per diem basis from the date of the fire or other casualty until the Premises are ready for occupancy and
reasonlbly accessible to Tenant; if part ofthe Premises is untenantable, Rent shall be pro-rated on a per diem
basis and apportioned in accordance with the part of the Premises which is usable by Tenant until the
d�mnged part is reldy for Tenant's occupancy. In all cases, due allowance shall be made for reasonable delay
caused by adjustment of insurance loss, strikes, labor difficulties or any cause beyond Landlord's reasonable
control. Except as specifically provided in this Section 21, there shall be no reduction of Rent and Landlord
shall hlve no liability to Tenant by reason of any injury to or interference with TenanYs business or property
arising frotn fire or other casualty, howsoever caused, or from the making of any repairs resulting therefrom
in or to any portion of the Skyway or the Premises. Notwithstanding anything contained herein, Rent
payable by Tenant hereunder shall not be abated, if the damage is caused by any act or omission of Tenant,
its agents, servants, employees or any other person entering upon the Premises under express or implied
invit�tion of Tenlnt.
22, CONDEMNATION.
a. Tntire Takin2. If all of the Premises or such portions of the Skyway as may be
required for the reasonable use of the Premises are taken by eminent domain or are sold under threat of
eminent domain, this Lease sh111 automatically terminate as of the date title vests in the condemning
luthority or transferee and al! Rent and oYher payments shall be paid to that date.
b. Partial Takine. In case of a taking of a part of the Premises, or a portion of the
Skywly not required for the reasonable use of the Premises, then this Lease shall continue in full force and
effect �nd lhe Rent shaH be equitnbly reduced based on the proportion by which the floor area of the
Premises is reduced, such Rent reduction to be effective as of the date title to such portion vests in the
condemning luthority.
c. Awards and Damages. Landlord reserves atl rights to damages to the Premises for
�ny partinl or entire tnking by eminent domain, and Tenant hereby assigns to Landlord any right Tenant may
have to such d�m�ges or award, and Tenant shall make no claim against Landlord or the condemning
authority for damages for tennination of the leasehold interest or interference with TenanPs business. Tenant
sh111 have the right, however, to claim and recover from the condemning authority compensation for any loss
or expense which Tenant may incur for TenanPs moving expenses, business interruption or taking of Tenant's
personal property (not including Tenant's Ieasehold interest) provided that such damages may be claimed
only if they are awarded separately in the eminent domain proceedings and not out of or as parc of the
damages recoverable by Landlord.
23. RIGHTSAND REMEDIE5 OFLANDLORD. All rights and remedies of Landlord herein
15
I
°fG-yl�
enumerated shall be cumulative nnd none shall exclude any other right or remedy al[owed by law:
a. Tvents Giving Landlord Termination Rights If a decree or order by a court
having jurisdiction in the Premises shall be entered (a) adjudging Tenant bankruptcy or insolvent, or (b)
approving as properly filed a petition seeking reorganization of Tenant under any bankruptcy or insolvency
law, or � for the winding up or liquidation of TenanYs affairs, or (d) for the appointment of a receiver or a
liquidator or trustee of Tenant or of Tenant's property, in bankruptcy or insolvency, and such decree or order
shall continue tmdischarged or unstayed for thirty (30) days; or if Tenant shall institute or consent to the
appointment of a receiver or liquidator or trustee of Tenant or Tenant's property, under any bankruptcy or
insolvency law, or in the event of TenanYs inability to pay debts generaily as they become due, or if Tanant
t�kes corporate action in further�nce of any of the aforesaid purposes, then and in any such event Landlord
m1y, if Landlord so elects, with or without notice or entry or other action, forthwith terminate this Lease and
Tenant's right to possession of the Premises, or without terminating this Lease, forthwith terminate Tenant's
right to possession of the Premises.
b. Default b�Tenant. If Tenant defaults in the prompt payment of Rent or in the
performance or observance of any provision of this Lease (and such nonmonetary default shall continue for
ten (10) or more days after notice thereof shall have been given to Tenant), or if the leasehold interest of
Tenant be levied upon under execution or attached by process of law, or if Tenant abandons the Premises,
then and in any such event Landlord, if it so elects, with or without notice or demand, foMhwith, or at any
time therenfter wliile such default continues, may terminate this Lease and/or TenanYs right to possession
of the Premises. If a default by Tenant involves a hazardous condition, such default shall be cured forthwith
upon tl�e Landlord's demand.
c. ite-entry by Landlord. Upon termination of this Lease, by lapse of time or
otherwise, or upon termination of TenanPs right to possession, Tenant shall vacate the Premises immediately
and deliver possession to Landlord, and hereby grants to Landlord ft�ll and free license to enter and repossess
the Premises in such event with or without process of law and to expel and exclude from possession Tenant
and other occupants and to remove any or aIl property, using such force as may be necessary, without being
guilty of conversion or property trespass, eviction or forcible entry or detainer, and without relinquishing
Landlord's rights to Rent or other rights. Tenant waives service of demand for Rent or for possession and
notice of Lnndlord's election to terminate this Lease, or to reenter, including every demand and notice
prescribed by law.
d. TenanYs Obligations if Landlord Elects Yo Terminate. If Landlord has the right
to elect and does elect, under the foregoing provisions, to terminate TenanYs right to possession, without
terminating the Lense, Landlord may enter the Premises, remove Tenant's signs and other evidences of
tenancy, and tlke and hold possession thereof as in Section 23� hereof, without such entry and possession
terminating the Lease or releasing Tenant from Tenant's obligation to pay Rent for the'full Term. If
Lnnd[ord shalt reenter or if this Lease shall be terminated hereunder, Tenant shall pay to Landlord on
demand:
(1) Rent up to the time of reentry or termination, whichever shall be the later,
plus �ccelerated rent (n sum equal to the rent rescrved under Section I of this Le�se for the remainder
of the term plus any other sums due hereunder) as herein provided, and
(2) all expenses incurred by Landlord in perForming any of TenanPs obligations
under tl�is Lease, reentering or t terminating and reletting, collecting sums due or payable by Tenant,
realizing upon assets seized (including brokerage, legal fees and disbursements), and the expense of keeping
the Premises in good order, repliring the same and preparing and redecorating them for relettiog, and
(3) as damages for the loss oF income of Landlord expected to be derived from
the Premises, the amounts, if any, by which the Rent which would have been payable under this Lease
exceeds t6e payments, if any, received by Landlord from other tenants in the Premises, payable on the first
day of each month during the period which would have constituted the unexpired portion of the Term had
it not been terminited, or if elected by Landlord by notice to Tenant at or after reentry or termination, a lump
sum �mount equal to the B1se Annual Rent, Additional Rent �nd Percentage Rent which would have been
payable under this Lease from the date of such election during the period which would have constituted the
unexpired portion of the Term h1d it not been terminated. Percentage Rent shall be computed on the basis
of the thirty-six (36) months immediately preceding the occurrence of termination of the earlier of TenanPs
right to possession or the termination of the Lease.
Upon entry without termination of the Lease, Landlord may, but need not, relet the Premises or part thereof
for the account of Tenant for such Rent, for such time and upon such terms as Landlord shall determine; and
16
I
°I4-yl�
Llndlord shalf not be required to accept any tenant offered by Tenant or to observe any instructions givea
by Tenant lbout reletting.
e. Remov�l ancl Storage of Tenant's Propertv. All property removed from the
Premises by Lnndlord pursuant to the authority of this Lease or of law, to which Tenant may be entitled, may
be handled, removed (or stored in a commercial storage or warehouse or otherwise) by Landlord at the risk,
cost and expense of Ten�nt and without notice to Tenant or obligation to compensate Tenant or to account
therefor, and Landlord shall in no event be liable for conversion or responsible for the value, preservation
or snfekeeping thereo£ Tenant shall pay to Landlord on written demand all expenses and attorneys' fees
incurred by Landlord in such removal and storage. All property not removed from the Premises or the
Skyway by Tenant within thirty (30) days after the end of the Term, however terminated, or retaken from
storage within six (G) months after stored in commercial storage or warehouse, shall be conclusively deemed
to hlve been forever 1b�ndoned by Tenant.
f. Ininnctive Relicf. If Tenant violates any of the terms and provisions of this Lease, or defaults in
any of its obligations hereunder, other than the payment of Rent or other sums payable hereunder, such
violation may be restrained or such obligation enforced by injunction.
g, Costs and Expenses of Enforcement of Lease. Tenant shall pay all Landlord's
costs, charges and expense, including the fees of counsel, agents and others retained by Landlord, incurred
in enforcing Tenant's obligations hereunder or incurred by Landlord in any litigation, negotiation or
trinslction in which Tenant causes Landlord to become involved or concerned.
24. tMPROVEMENTS BYLANDLORD. Landlord agrees that at its cost it will make the
improvements to the Premises, according to Skyway standards, set foMh on Exhibit C attached hereto and
hereby made a part hereof.
25. TRANSFERSSYLANDLORD.
a. Snles Conveyance and Assignment. Nothing in this Lease shall restrict the right
of Landlord to sell, convey, assi�n or otherwise deal with the Skyway, subject oniy to the rights of Tenani
under this Lease.
b. rffect of Sale. Conveyance or Assignment. A sale, conveyance or assignment of
tl�e Skywly shall operate to release Landlord from liability from and after the effective date thereof upon
atl ofthe covenants, terms and conditions ofthis Lease, express or implied, except as such may relate to the
period prior to such effective d1te, and Tenant shall thereafter look solely to Landlord's successor in interest
in and to this Lease. This Lease shall not be affected by any such sale, conveyance or assignment, and
Tenant shall attorn to Landlord's successor in interest thereunder.
c. Subordination.This Lease is and shall be subject and subordinate in all respects
to any and all mortgages and deeds of trust now or hereafter placed on the Skyway or Land, and to all
renewals, modifications, consolidations, repllcements and extensions thereof.
d. Attornment.If the interest of Landlord is transferred to any person ("Purchaser")
by reason of foreclosure or other proceedings for enforcement of any such mortgage or deed of trust, or by
delivery of a deed in lieu of such foreclosure or other proceedings, Tenant shall immediately upon demand
nttorn to Purch�ser.
e. �ffect of Attornment. Upon attornment under Section 25(d) hereof, this Lease
sh111 continue in full force 1nd effect as a direct lease between Purchaser and Tenant, upon all of the same
terms, conditions and covenants as are set forth in this Lease except that, after such attornment, Purcl�aser
sh111 not be
(1) liable for any act or omission of Landlord, or
Landlord, or
(2) subject to any offsets or defenses which Tenant might have against
(3) bound by any prepayment by Tenant of more than one month's installment
of Rent, or by aqy previous modification of this Lease, unless such prepayment or modification shall have
been approved in writing by Purchaser or any predecessor in interest except Landlord.
17
a��y 1�
f. Execution of Instruments. Tlie subordination and attornment provisions of this
Section 25 shall be self-operating and no further instrument shal] be required. Nevertheless Tenant, on
request by and without cost to Landlord or any successor in interest, shall execute and deliver any and all
instruments provided from Landlord further evidencing such subordination and (where applicable
hereunder) attornment, not later than ten (10) days following Landlord's request; provided, however, Tenant
hereby irrevocably and for the term of this Lease appoints, empowers and authorizes Landlord to execute
and deliver any instruments evidencing such subordination and, where applicable, attornment as TenanYs
attorney in f1ct, in the event that Tenant does not execute and deliver such instruments within such ten (10)
day period.
26. AC'KNOWLEDCMENTS. Gach of the parties hereto shall at any time and from time to time
upon not less tlian twenty (20) days prior notice from the other execute, acknowledge and deliver a written
statement certifying that
a. this Lease is in full force and effect, subject only to such modifications (if any) as
may be set out therein,
b. Tenant is in possession of the Premises and paying rent as provided in this Lease,
c. tlie dates (if any) to which Rent is paid in advance, and
d. that there are not, to such party's knowledge, any uncured defaults on the part of
other pflMy hereunder, or specifying such defaults if any are claimed.
Any such stltement may be relied upon by any prospective transferee or encumbrancer of all or any portion
of the Skyway, or any assignee of any such persons. If Tenant fails to timely deliver such statement, Tenant
shall be deemed to have acknowledged that this I,ease is in full force and effect, without modification except
as m1y be represented by Landlord, and that there are no uncured defaults in Landlord's performance.
27. AUTHORITIES FOR ACTION. Landlord may act in any matter provided for herein by
its Property M1n�ger Rnd �ny other person who shail from time to time be designated by Landlord by notice
to Tenant. Tenant shall design�te in writing one or more persons to act on its behalf in any matter provided
for herein and may from time to time change, by notice to Landlord, such designation. In the absence of any
such designation, the person or persons executing this Lease for Tenant shall be deemed to be authorized to
act on behalf of Tenant in any mltter provided for herein.
28. ACTS SUBS�QUENT TO TF.RMINATION. No receipt of money by Landlord from
Tenant �fter the termination of this Lease, the service of any notice, the commencement of any suit or final
judgment for possession shall reinstate, continue or extend the term of the Lease or affect any such notice,
demand, suit or judgment.
29. WAIf�ER OFDEFAULT AND SE[�ERABILITY. No waiver of default of Tenant shall be
implied, 1nd no express waiver shall affect any default other than the default specified in such waiver and
that only for the time and to the extent therein stated. The invalidity or unenforceability of any provision
hereof shall not affect or impair nny other provision.
30. PLATSAND RIDERS. Clauses, plats, addendums and riders, if any, signed by Landlord
and Ten�nt 1nd endorsed on or affixed to this Lease are part thereof and in the event of variation or
discrepancy the duplicate original hereof, including sucl� clauses, plats, addendums and riders, if any, held
by Landlord sh�ll control.
31. MEANINC OF TENANT. The word "Tenant" wherever used in this Lease shall be
construed to mean Tenants in all cases where there is more than one tenant, and the necessary grammatical
clianges required to make the provisions hereof apply either to corporations or individuals, men or women,
shnll in all cases be assumed as though in each case fully expressed. The liability for keeping and
performing Tenant's obligations under this Lease shall be joint and several as to al! individuals executing
this Lease as Tenant.
32. REPRESLNTATIVE CAPACITY. No person executing this Lease in a representative
cnpacity for Landlord or Tenant shall be held individually liable hereunder in the absence of fraud provided
such person acted with due authority and the intended principals are bound.
33. S Each provision hereof shall extend to and shali, as the case
may require, bind and inure to the benefit of Landlord and Tenant and their respective heirs, legal
m
°I��yl�
representatives, successors and assigns, provided that this Lease shall not inure to the benefit of any assignee,
heir, legal representative, transferee or successor of Tenant except upon the express written consent or
election of Landlord. If Tenant is a corporation, partnership or trust, then during the Term it shall continue
to exist, and, without Landlord's prior written consent, control of it shall remain unchanged.
34. WAIVLR OFJURYTRIAL. It is mutually a�reed by and between Landlord and Tenant
that the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other (except for personal injury or property
dam�ge) on any matters whatsoever arising out of or in any way connected with this Lease, the relationship
of Landlord and Tenant, Tenant's use or occupancy of said Premises, and any emergency statutory of any
other statutory remedy. Tenant shall not interpose any counterclaim or counterclaims in a summary
proceeding or other'�ction based on termination or holdover.
35. >
36. RtJLF,S AND RFGULATIONS. Tenant agrees to comply with all reasonable rules and
regulations Landlord may adopt from time to time for the protection and welfare of the Skyway and its
tenants �nd occupants.
37. NO PARTNERSHIP. Nothing contained in this Lease shall be deemed to create a
partnership orjoint venture of or between Landlord and Tenant or to create any other relationship between
the p�rties other thln thnt of landlord and tenlnt.
38. NOTICES. No notice or demand related to this Lease shall be effective unless in writing
�nd either delivered person111y to the party for whom intended, or to an officer of such party if a corporation,
or sent by United States registered mail, return receipt requested, postage prepaid, in a sealed envelope
addressed to the addresses set forth in Section 1(I) hereof, provided that either party may, by notice to the
other, from time to time designate nnother address in the United States of America to which notices mailed
more than ten (10) days thereafter shall be addressed. Notices mailed as aforesaid shall be effectively given
as of date of mailing.
39. 7•ANDLORD'S LIABILITY. Anything in this Lease to the contrary notwithstanding,
covenants, tmdertakings and agreements herein made on the part of Landlord are made and intended not as
personal covenants, undertakings and agreements or for the purpose of binding Landlord personatly or the
assets of Landlord except Landlord's interest in the Premises and Skyway, but are made and intended for the
purpose of binding only the Landlord's interest in the Premises and Skyway, as the same may from time to
time be encumbered. No personal liability or personal responsibility is assumed by, nor shall at any time
be asserted or enforceable against Landiord or its partners or their respective heirs, legal representatives,
successors and assigns on account of the Lease or on account of any covenant, undertaking or agreement of
Landlord in this Lease contained.
40. MARCINAI, NOTATIONS. The marginal notations of this Lease are for convenience only
and in no way limit or enl�rge scope or meaning.
41. F,XAM/NATIONOFLEASE. Submission of this instrument for examination or signature
by Tenant does not constitute 1 reservation of or option for lease, and it is not effective as a lease or
otherwise until executed by both Landlord and Tenant and delivered by the last party signing to the other
party.
42. C%OVLRNING LAW. This Lease shall be governed by and construed under the laws of the
St1te of Minnesota.
43. E1�TIRCAGREEMENT. This Lease contains the entire imderstanding ofthe parties hereto
with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties wiii� respect to sach subject matter. (No rapresentations, warranties, undertakings, or
promises, whether oral, implied, written or otherwise, have been made by either party hereto to the other
unless expressly stated in this Lease or unless mutually agreed to in writing between the paMies hereto after
the date hereof, and neither party has relied on any verba► representations, agreements, or understandings
not expressly set forth herein.)
44, ADDITIONAL PROVISIONS. Additional provisions to this Lease are set forth on Exhibit
C hereto and �re hereby made a part hereof.
iG•�
q`-y�a.
IN WITN�SS WI-IGRGOP, Landlord and Tenant have caused this instrument to be executed by their
respective officers duly authorized thereunto and their corporate seals to be affixed, all as of the day and year
first hereinabove written.
LANDLORD
TPUCMS ST. PAUL LIMIT�D PARTNERSHIP, a
Delaware Limited Partnership
By: TPI/CMS JOINT VENTURE,
n Pennsylvania Partnership
TENANT
CITY OF SAINT PAUL
By
Signature
13y: TPI SKYWAY CORP.,
a Minnesota Corporation
Print
�
A PARTN�R
Signature
By
Print
Its
F�1:
EXHIBIT A
L�GAL DESCRIPTION OF ENTIRE PREMISES
q�-��a
The Southerly One Hundred-Thirty Five and Sixty Five One Hundreds (S'ly. 135.65) feet of H.L. Carver's
Subdivision of Lots 5, 6, 7& 8, Biock 10, St. Paul Proper, said distance being measured at riglit angles to
Uie Southeasterly (S'Ely) line of said H.L. Carver's Subdivision, except the Southerly thirteen (S'ly. 13) feet
thereof for widening �ast Sth Street and except the Westerly eleven (W'ly. 11) feet thereof for widening
Cedar Street, said distances being measured at right angles to said Street lines; said parcel of land being port
of Lots Seven (7), Eight (8), Nine (9), Ten (10), Eleven (ll), and Twelve (12) in said H.L. Carver's
Subdivision.
The Southerly One I-iundred Thirty-Pive and Sixty Pive Hundreds (S'ly, 135.65) feet of Lot Nine (9) Block
Ten (10) City of St. Paul (commonly called St. Paul Proper) except the Southerly thirteen (S'ly. 13) feet
thereoffor widening East Sth Street;
AIl that part of the Southerly one hundred thirty-five and sixty-five hundredths (S'ly 135.65) feet of
Langevin's Subdivision of Lots I Q ll and 12, Block D in the Original Town of Saint Paul, commonly called
Saint Paul Proper, except the Southerly thirteen (13) feet thereof for widenin� of East Fifth Street said
distlnces being measured at right angles to said street line, said parcel of land being part of Lots Six (6),
Seven (7) and �ight (8), the adjoining vacated alley which accrued thereto by reason of the vacation thereof
and th�t p�rt of the Southwesterly two (2) feet of Langevin's Subdivision of Lots 10, 11 and 12, Block D in
the Original Town of Saint Paul commonly called Saint Paul Proper, lying between the Southeasterly line
of Lot Gight (8) and the NoMhwesterly line of Lot Six (6) in said addition and that part of the adjoining
vacated nlley which accrued thereto by reason of the vacation thereof. All of the fore�oing being according
to the respective recorded plats thereof.
All of which lies Southwesterly (SW'ly) of the following described line: Commencing at a point on the
Northe�sterly (NE'ly) line of said Langevin's Subdivision, distance thirteen (13) feetNorthwesterly (NW7y)
from the Southeasterly (SE'ly) line of said Langevin's Subdivision, said distance being measured at right
angles thereto; thence Southwesterly (SW'ly) parallel to the Southeasterly (SE'ly) line of said Langevin's
Subdivision, a distance of One I-Iundred Thirty-Six and Forty-Two One Hundreds (136.42) feet to the point
of beginning of said prescribed line, thence Northwesterly (NW'ty) at right angles a distance of One Hundred
Twenty-Two and Sixty-Five One Hundreds (122.65) feet to a point on t6e Northwesterly (NW'[y) line ofthe
hereinabove described parcel and there terminating. Containing Eighteen Thousand Seven Hundred Fifty-
Three (18,573) square feet more or less.
/ �
� � ��' �
z
o.
�
�
m
N
'-'1
�
m
z
Ilo �
II ,
��� �
II � y
T , -<
Q
c
�
�
z
fl
n
EXHIBIT B
FLOOR PLAN
0
SUITE
310A •
323 sf
:---- •—
S U 1'1`c, � 13
sse G•'
suir 3 �i
Y
G�
. N
�
_ J �•�
�
�
iS
^�'
�
�
r
m
<
m
r
SUlic 31� �—'j ot�
c
�� � r•
£99 Ci _ n �
� U
.
�.��
r�
�
SUi i c 3'I 6 �� .
,,�� c p
v
Y q
� C
> , -i
O n
W
Y
J
SUITE 319
,_ __ - q , _.,
-� g,XTc w.J
�
' �� _�_
�,
� I
I
., � ��
> �
a
a
❑ .1 �
. Q }.
0
t .
❑
Suite 203
V acant
�
F7
�
Suite 201
5,364 Square Feet
�
P
-1
4
� � c
c
J
Q
+,+'t':-;
�1 �r, E
fi �� '
---'' -- — --�_ t.
_ _ �._... . - � a � �
I � � � ,'
� 4 �
Suite 213 � � � -`
�
�
� . � ♦
{ � � 1 � �
�XHII3IT C
ADDITIONAL PROVISIONS
1.
Basc Rent
In accordance with Section 1.F of the lease agreement, Base Rent will be paid as follows:
May 1, 1996 - Apri130, 1997 $ 7.50 psf
May 1, 1997 - April 30, 1999 $10.00 psf
2.
Ten�nt Improvements.
$3,352.50 per month
$4,470.00 per month
Ten�nt shall accept the Premises on an "as is" basis, with the exception as noted below:
L�ndlord will install demising wall to partition Suite 203 as shown on Exhibit G1.
Landlord, at it's expense, sh1ll convert the rear changing room into one private office, as
highlighted on the attached floor plan, Exhibit G1.
Landlord will remove the demising wall between Suite 201 and Suite 203 to create one large
contigiwus open space within the Premises. To further open the space, Landlord will demo the
stor�ge arel in Suite 203.
Landlord will instali new carpet in Suite 201 to match or complement the existing carpet locaLed
witliin Suite 203. Landlord will have the walls within Suite 201 painted to match or complement
the existing walls in Suite 203.
Landlord recognizes Tenants desire for window display areas. To maximize window exposure,
we recommend that Tenant utilize exising entrance located in Suite 201; thereby leaving the two
existing window display areas intact.
Any further improvements made to the Premises will be TenanYs responsibility and must be
approved by Landtord in advance and must be supervised by the Landlord.
3. Utilities
Landlord will be reponsible for all utilities to the Premises, excluding TenanYs data and voice
communications.
4. Rabbish Removal
Tenant shall pay a monthly rubbish removal assessment, not to exceed a rate of $50.00 per
month.
„ , �
��-y�a
Area highlighted in yellow
is demised premises.
Are.t highlighted in Blue
is improved area.
z
o.
�
�
�
�
_;
�
m
z
IID �
II '
L ^
��� �
II w -C
0
a
G
r
a
z
�
0
�
j�
�
�
�
�
�
m
I”
EXHIBIT C-1
TENANT IMPROVEMENT FLOOR PLAN
SUIT�
310A •
323 sf
5 U IT, � 13
°5a G•`
c i c 3�Si
Y
�
. N
�
�U�1� ���
F.�$ LJ
9Utic 315
'I�.c^'_YJ �J
�
� il
i�
N
Y
Gl
J
❑
O
C
"'�
�
W
Y
�
5U1T� 31a
a2 -•.
� �
f .� �
Suite 201
Suite 203 _
I � �p
��I f � � �� � �
� ti
_r �� � l_.�
.�. �
� `� .
Y � a
o '� ,, �'
oc
O,r•. . t=. •\
'9 7
� U ,��
0 � �
C' � � ��'\ \ �1\ �
� � ��
� ,�
a
a
o Q �,
0
i
❑
_ • � C
�
a
�-^��--�,
� �T, R
..1� �,� S
_. --- . - � a " " � o g
. I r�.
J � f''
� Q ,�
Suite 2.13 � � � ''
i
��G�&���
City of Saint Paul Store, Management Structure q�.. ���,
Options Considered:
1. City runs Store on a long-term basis
2. City contracts with a private, for profit entity (immediately)
3. City contracts with a non-profit entity (immediately}
4. City establishes own non-profit enriry to operate Store (immediately)
5. City runs Store for a pilot period and then "hands it off' to a non-City entity
6. Establish a"catalog" saies operation rather than a Store
Key factors in selecting management structure:
1. Previous retail experience (particularly marketing a"high end" retail store)****
2. Management expertise and track record
3. Commitment to Saint Pau1 and Store ob}ecrives
4. Potential to create additional benefits for City
5. Recommendations and experience of other cities who have established similar stores
Evaluation of options:
A. Private, for- profit enrity
-Called various used bookstores in Saint Paul to see if they would take used library books
-Called a series of businesses alxeady engaged 'an the sale of surplus items (flxinan, Cazl
Radde and Sons, among others) to see whether they would manage Store or sell our surplus
items for us
-Contacted representatives of SCORE and staff at the University of St. Thomas Smail
Business Center for suggestions about private and non-private entities to manage the Store
-Consulted with staff from Womenventure and SCORE about the viability of a catalog
operation
B. Non-Profit
-Contacted Minnesota Diversified Industries (MDI) to see if they would manage Store or
operate directly
-Friends of the Saint Paul Public Labrary to see if they would oversee Store
-Friends of the Como Zoo to see if they would sell items or oversee Store
-Project For Pride in Living to see if they wouid manage Store or operate directly
C. City of Saint Paul non-profit
-Reviewed the steps necessary for the City to establish a new non-profit organization with
staff in the City Attorney's Office
Conclusions:
Based on criteria, recommendations from other Cities, and interviews with above, Pro}ect For
Pride in Living was deemed to be the best option for a pilot project. PPL brings currentiy
operates similar kinds of facilities and brings management staff with extensive retail experience.
In addition, PPL executives have expressed an interest in using this as a mechanism to create
some long-term job training opportunities for Saint Paul residents as they have done in the City
of Minneapolis. (See Attachment D). PPL is interested in assuming full responsibility for the
Store after the pilot phase.
,¢�a�t. wL�t2�-�
Project for Pride ia Living �(� -� �;�
8rief Summara: Ptoject for Pride in living is a 501 (c)(3} nonprofit corpontion that was
founded in t972 by a gtoup of concemed volunteers who worked in the Phillips and Central
neighborhoods of Minneapolis to fix up rundown houses. Today, PPL offers affordable housing
and support services to 800 p�ple and job tcaining oppommities to over 200 people per year.
Nearly twenty-five years ai4er beginning, PPL has grown in response to the ever-increasing
needs of low-income families in Minneapolis and St. Paul. Employment, housing and
neighborhood issues sie addressed in an integrated way within the context of individual lives ,
with a multi-dimensional approach that enables peopie to grow personatly as working and living
conditions stabilize. To meet dtese needs, PPL has 13 programs which work together to provide
employment and uaining, affordabfe housing, neighborhood revitalization and personal support
systems. PPL is govemed by a 46 member Boazd of Dizectors made up of business and
community leaders.
,Iobs and Business PraYrams
Within the Jobs and Business Programs Division, PPL owns and operates 5 financially stable
businesses which provide jobs and jobs training to over I50 individuals, goods and services to
the community, as welt as, economic and sociai stability and vitality of the neighborhoods. These
business programs inctude:
PPL Tool Librnry and Home Cmprovement Center (since 1976)
Located at 810 E. Franklin Avrnue in Minneapolis. A retail operation which provides too( and
equipment rental at below mazket prices, home improvement products and "how-to' workshops
for residents tivoughoui the M<trapolitan area,
PPL Industries (since 1982)
Located in downtown Minneapolis. A plant assembly operation which performs conuact work
for ADC Tetecommunications, Hennepin Counry, and more than 100 other companies and
organizations. _
PPL General Store (since 1986)
The anchor business in PPL's Chicago Crossings mini-mall at Chicago & Franklin in
Minneapolis. A retail operation, the General Store offers "bazgains and basics" to the South
Minneagolis cotnmunity.
PPL S.H.O.P. (Surp(us Home and Office Ptoducts) (since 1488)
Located in Northeast Mnneapolis. A retail establishment with an Office division which sells
used o�ce fumiture, caanputers, parts and electronics and a Home Division wfuch sells sutplus
building materiais, and vsed kitchen and bathroom cabinets, doors, windows, bathtubs, sinks, etc.
UltraMaa Automo6ile Detaiting (since 1995)
Located at 3515 Chica� Avenue South in ivfinneapolis. A complete automobile detailing shop
groviding services to the State, corporations, dealetships and the genera! public.
��-�ta�
JOSEPH A. DONNE$
PROFESSIONAL EXPERIENCE
Cu�erv�+oe
• Supervised multi-unit retail business locations with totai responsibility for financial
performance.
• Supervised a vaziety of employment positions to include program and business managers,
support staf� aqd technical operntions staff.
• Hiced, tsained, a¢id developed employees to include conducting pecformance reviews.
Administratiou
• Responsible for complete adminisuarion of various businesses and depattments to
include compii�ce with federal, state and loca! laws goveming emptoyment and business
operations.
• Responsible for day-to-day business adminish�ation to include providing timely and
accurate managtment reports.
I�eveJ,pg, e�nt
• Responsibte for startug opening of 35 various retail businesses.
• Cootdinsted the positive tum-azound of IZ existing cetail businesses.
• Developed and implemeated several employee training progcams in a broad spectrum of
individual deveIopment including management, team buildingldevelopment, staff
operations and �chnical skills.
EMPLOYMENT ffiSTORY
Project for PHde in Living, Director of 3obs and Business Programs
International Automotive Corp., Director of Human Resources
Ame»can Rnrniture Company, Personnel Dimctor
PepsiCo,
Regional Personnel Manager
I3ationa( Tzaining Coordinator
Carlson Compsnies,
D"uector ofTraining
Bisuict Operations Manager
(Jnited State9 Army, Commissioned Officer, Aviator
1995 to present
1986 to 1994
1984 to 1986
1980 to 1984
(975 to 1980
1968 to 1975
EDUCATION
Columbus Colkge, B.S� Business Management
Univenity of Southem Califomia, MBA course wock
I � ., �
- `L"4��
(ity of Saint Paul Stare
Preliminary Basiness Pian
February�qqb
� � r � I �
City Store: Business Plan
February 1996
I. Executive Summary
The City of Saint Paul (City) proposes to establish a commercial "Ciry Store" (Store) in the
former Liemandt's site in the downtown skyway. The store would sell surplus public works
materials (signs, traffic lights, fire hydrants, etc.), used Library books, unique Saint Paul
memorabilia (e.g. Wabasha Bridge parts), and consignment items from the Zoo, Conservatory,
and local artists. The store will also house the relocated Town Square library kiosk.
The gurpose of the store will be to: provide customers with unique, currently unavailable,
merchandise; generate new revenue for the City; find a more e�cient and profitable means to
dispose of surplus items; promote a positive image for the city and downtown; and address the
need to relocate the Town Square library kiosk.
Conservative financial projections and information from other cities with similar stores
indicate that the store could be very successful -- both In terms of profitability, and promoting
a positive city image. The availability of the Liemandt's site, and the cooperation of the
owner and leasing agents, present a unique opportunity for the city to capitalize on this
concept.
It is estimated that a$SO,OOO loan would be needed to cover start-up and operating costs.
Although this will be a pilot project, closely monitored to measure success, the up-front
investment will be limited and capitai items purchased will likely be reusable if the project
does not meet financial goals.
Information from a wide range of sources emphasize that finding a manager with extensive
retail experience will be critical to the success of the Store. Permanent staffing will consist of
a full-time manager, two sales assistants, and a librarian. The store should also free-up time
for existing staff in several departments that currently organize and coordinate the sales of
surplus goods.
�L�
II. The Business
A. Description of Business
oa s: The goals of the Store are to:
• Provide customers with unique goods that aze not available at other retail stores in
Saint Paul;
• Generate new revenue for the city;
• Find a more efficient (and profitable) means to dispose of unique, surplus city goods;
• Promote a positive image for the city in general, and downtown in particular;
• Enhance cooperation with other organizations who have a sCake in the well-being of
Saint Paul and downtown (Zoo, Chamber of Commerce, Convention and Visitor's
Bureau, Conservatory, etc.); and
• Address need to relocate the Town Square Branch Library.
nce t: "Think Saint Paui when you think of the store." All the elements of the Store focus
on Saint Paul. Any surplus merchandise should have a"city operations" focus; new
merchandise should focus on unique qualities of or places in the ciry. To be successful, the
Store must have its own niche. It shouid not look like just another used bookstore, surplus
store, or tourist merchandise store. It shouid send a uniquely "Saint Paul" message. The
Store's appearance should be very light, open, colorful, and appealing. The Store should not
compete with other retail businesses downtown.
Combining the relocated Town Square Library with a retail store should help to capture traffic
from library users, and help to promote the Store. Library patrons are naturals to purchase the
used library books. These books wiil also be a"core product" for the Store because the
supply is essentially guaranteed.
Space in the Store can also be used for book readings, signings, etc. for Saint Paul and other
Minnesota authors, coordinated by the Friends of the Library.
B. Description of Product
Sale Items. Items for sale include;
Used library books;
Unique "city" surplus (street signs, fire hydrants, parking meters, manholes, etc);
2
�`-���
• Wabasha Bridge pieces;
• Consignment items from 5aint Paul amactions (Como Zoo, Como Conservatory,
Winter Carnival, History Cerner);
• New Saint Paul merchandise ("Diversity"/City logo mugs, tee-shirts, etc.);
• Fresh plants from Conservatory; and
• Paintings/photos of Saint Paul from the Ramsey County and Minnesota Historical
Sociedes.
Availability and Source
Books: The library indicates that about 30,000 books are generated each year. The
Library is currently throwing away books because it lacks sufficient opportunities to
seli them.
In the past, the Library has disposed of the books through regular book sales.
Organizing these sales has taken a significant amount of staff time. Not having to
organize the book sales wili free their dme for other duties. Each library will also sort
and box the books for delivery to the Store.
Surptus public works materials: The Public Works Department has a regular suppty of
surplus materials. The nature of the surplus depends on what projects the Department
is undertaking {e.g. parts from the Wabasha Bridge). Items such as street signs, fire
hydrants, parking meters, etc, are available on a more regular basis, and could be
purchased specifically for the Store if the demand was sufficient.
Other city merchandise: The Human Rights Department cunently sells "Prejudice Isn't
Welcome" goods to the public thraugh their office. Human Resources has other items,
such as mugs and t-shirts, with the ciry's logo. This material is easily available.
Consignment: Consignment items from the Zoo and Conservatory are already available
through their own operations. Photos, paintings, and other "uniquely Saint Paul" items
will have to be specifically located and made available.
C. Location, Facility, and Improvements:
The former Liemandt's site between the Norwest Building and Town Square provides an
excellent location for the Store. The Store would initially lease 3,661 square feet in the space.
The Liemandt's site has the following advantages:
Extremely high pedestrian uaffc counts in skyway (Norwest Bldg. has highest
pedestrian counts downtown);
Very competitive lease rates ($lOfsqft gross);
q�-���
• Near former library kiosk site in Town Square;
• Little modification or build-out needed;
• Good potentiai for expansion; and
• Motivated and cooperative leasing agents/landlords.
Disadvantages of the site include poor access and visibility for non-downtown patrons, low
weekend traffic, and a relatively high visibility location if the store does not succeed.
Towle Real Estate has offered the city a term of three (3) years for the lease, commencing on
March 1, 1996. The city would have first right of refusal on the remaining 2,300 square feet
of the space. The landlord will pay the cost to convert the old changing rooms to an office.
The rate of $10.00(sqft includes utilities. Rubbish removal ($SOfmonth) and janitorial services
would be taken care of by the city.
D. Operations
ta fn . One fuil tune manager and a full time support staff person will be needed in the
Store at all times. The branch 19brary would still have its own full-time staff person.
Volunteers from the Friends of the Library will probably be available to assist with general
Store operations. Their presence could be a great asset to the Store, but should not be relied
on in order for the Store to succeed.
P�r paration. The library books will be sorted and boxed at each branch location. Staff at the
Store will need to do some clean-up and preparation for final sale. Public works materials will
likely need some preparation as well. This could take place at whatever public works site is
the source of the materials.
The Store will display sample items for some of the public works materials, e.g. fire hydrants,
parking meters, controller cabinets. This will mean that less space will be needed in the Store
for display and storage. Customers could go directly to a public works site to pick up the
merchandise.
Transportation. Items will need to be transported from the point of origin to the Store. The
Library and Pubiic Works have internal resources to accomplish this.
Inventorv Management. Given the fact that proceeds from sales could be going to several
sources (libraries, public works, consigntnent vendors), inventory management will be critical.
Starting out with a bar-code-based system may ease these problems. This would require a
stand-alone PC, and the appropriate software package. It may be possible to obtain a surplus
City PC during the start-up period, so that the software and associated installation costs would
�
qG-���
be the only items that need be purchased from start-up funds.
Sales. Initially sales will be cashlcheck-only. If necessary, and/or if the store is a success,
credit card sales will be used.
I.e¢al issues
• Form of business. During an established trial period, the Store would be an official
city operation. If successful, a separate non-profit corQoration could be identified or
established to manage it for the ciry and retum excess revenue to the city.
• Administrative Code/State Statutes. The city Attorney's Office has indicated that the
sale of surplus goods, and the operation of a store are authorized by state statutes.
• Competition with private businesses. In Borgelt v. City of Minneapolis, the Minnesota
Supreme Court upheld the legitimacy of an asphalt plant owned by the city of
Minneapolis, but wamed against the government competing with private enterprises.
• Licenses required. The city of Saint Paui requires a"Secondhand Dealer License" for
any retail store that sells surplus or used non-food items. (This does not apply to
selling used books.) The license costs $66.
The building would have to have to be certified for occupancy by the fire deparhnent.
Zoning. The site will have to have B-2 zoning.
Liabiliry insurance. If the city contracted with an outside agency to run the Store, the
insurance requirements would be the same as with other contracts. An appropriate
bond would need to be in place to cover the cash management portion.
III. Market
A. Description of Market
Store customers wi11 consist of the following:
� Downtown workers;
• Used book enthusiasts;
• Current Town Square Library patrons;
• Tourists (hotels) and visitors to the Children's and Science Museums;
• Students; and
• "Home decorators" interested in unique surplus items and Saint Paul "artifacts".
5
����i�
Downtown works and the used book/Library pauons will form the core of the market. The
regulaz traffic of people interested in the library and used books will generate interest in the
other surplus items.
Tourisu at the nearby Radisson Town Squaze Hotei will want to find a unique Saint Paul
souvenirs and gifts. Students and other people from around the area will be interested in the
surplus Public Work items to decorate their dorms, cabins, rec. rooms, etc.
B. Compefition
It is extremely important that the City not engage in business that unfairly competes with the
private sector, or damages business for any other similar operations. Items for sale in the
Store should be uniquely available to the Ciry.
The City's Purchasing Office has contacted some ased book stores to find out whether they
would be interested in selling the Ciry's library books. None were interested because the bar
coding and other labels reduce the value of the books. Other vendors (e.g. Ax Man) and
auctioneers (John Radde and Sons) indicated they were not interested in operating the Store.
C. Market Strategies
Kickoff promotion ideas include the following: News releases, articles in primary and
community papers, special press coverage, grand opening book sale, special readings
and programs. The Mayor could raffle-off a unique surplus item, and the Chamber of
Commerce andlor Convention Bureau contribute balloons, refreshments, etc. during
Store hours.
• Regular ads (quarterly, monthly) in key community newspapers, especially Skyway
News and local papers like the Hightand Villager. Time ads to correspond with
anticipated peak shopping or tourist times.
• Professional4-color promotional brochure. Place in key locations downtown (hotels,
museums, Town Square, WTC, Galtier, etcJ. Have convention bureau distribute with
promotional literature for visitors. Place copies in all branch libraries and community
centers.
• Listing in Saint Panl directories, brochures, and tourist magazines.
• Signs posted in key downtown locations to help direct traffic to the Store.
• Newsletters and mailings from Chamber of Commerce, downtown businesses, Friends
of the LibrarylZoolConservatory to help promote through their existing channels.
0
� G -y l 2-
Hold a comperition for local artists or technical school students to design the new store
logo, signage, and/or store layout.
D. Experience in Other Cities
San DieQO: The San Diego City Store was established to "create a new city revenue
source, promote a display of pride in San Diego through sale of inerchandise with the
City's logos, and creatively dispose of unique surplus or salvaged city materials".
The city provided a seed capital loan for $100,000 to establish the store. The original
loan has been regaid. The first store was intended to be temporary, but due to its
success, there are now three permanent stores, and an additional store open during the
holidays.
Sale items include: parking meters; defunct traffic signs; manhole covers; road, beach
and street signs; �re hydrants; used office equipment; and numerous "tourist" items
such as mugs and tee shirts with the city's logo. Profits are dedicated to youth
programs in the city.
Chica o: The city of Chicago established the first store in 1988. Two additional stores
were opened in 1995, one in partnership with the State, and one focusing on cultural
items. In addition to surplus public works merchandise, the store sells items from local
museums. The store is a SOlc (3) cotporation. The Board of Directors includes city
commissioners.
Sale items include: City surplus memorabilia and collectibles (parking meters, traffic
lights, street signslbanners, old taxi meters, Comiskey Park bricks); museum gifr store
merchandise (posters, ceramics, mugs, jewelry, tote bags); Chicago ethnic and cultural
organization items (Chicago Symphony Orchesira, Second City, etc.); and Chicago
souvenirs (t-shirts, pins, paintings, etc).
N. Management
A, Management Responsibilities.
• Accountability for performance according to business plan objectives;
• Promotion and marketing;
• Acquisition of inerchandise for sale in accordance with specified procedures;
• Management of inerchandise inventory (automated bar code system);
• Accounting (Maintain financial records, bank account, pay bills, distribute profits
according to city directives);
• Collection of appropriate sales tax;
• Supervision of staff;
7
��-�tia.
Report to appropriate city official;
Generate new ideas for expansion and growth; and
Handle complaints and inquiries.
B. Staff Responsibilities.
• Receive merchandise for sale and enter data in inventory system;
• Restock merchandise and update inventory records;
• Sales and customer service;
• Maintain proper appearance of Store;
• Assist with promotional efforts;
• Set-up/take-down for in-store events;
C. Management Alternatives.
Regardless of the management alternative chosen, it will be critical to have a someone with
proven retail saleslmarketing experience, and a clear line of accountability back to the City.
Below are two management options.
1. Contract-out for management. Have an outside contractor provide both staff and
management functions for a set fee. The contractor would have to sappiy the required bonds
and insurance. Zn turn, the management would receive a set percentage of gross revenues.
2. City provides re�uired staffing. The City would hire a manager (for a trial basis at first).
Possibilities include a cunent City title (provisional or temporary); contract through a
personnel agency; loaned staff from Dayton's or other retail organization with the City
reimbursing for salary.
The City could also draw from the pool of Modified Duty Workers to perform staff functions.
V. Financial Information (See attached materials)
K:ISHAREDI5CK\C11'YSTOR.PLN g
-
i d
N �
�
3 y
a ►L
« c
c o
m i
W �
� �
� n�.
U
000 00o in�no 000
� 000 1f)tn0 NNO 000
-a iC> tn O N N O (p �-- tt) CM CO O
da � O O O �.- NON �t�C')C �� W
� � O G7 O O �' N O N�" t1� �-' ti� I� � N M
�� 0 ER N tn ER r- I� EA' !f? 00 FR V
� N N tA EPr r EH tn N �
y� � N � ff? ffl fH
� C y> � � c- Ei? y}
� Ef3 f/) tf?
O
a
w
O N
C� O
� y
Z >
.
c
.� a
N w
() L
d d
a�
a
� � � t� a
� �
Q
r
� -
c
O.' �
N •-
>
`-° a
O
�
a"
�ia
� _
.�
�o
c
� �
0
° y
� �
UU
�
m
v
a�
Q
0
0
0
N T
c
0
tC
� �!
� �
� N
J �
Q � � �
r {"' [� T
° o ° o, o O
EA � � �
�
v
a`�
a
0
0
0
�
r
c
O �
3 '�
��
�
R
v
a�
a
0
0
u�
�
N
.
F�-
�
m
v
a�
a
0
0
�
w
c
a>
a
N
�
w
�
m
v
a
0
�
w
�
N
a
�
�
�
= o �
ocuo
L �
(a n� c�
L L
a>o�ia�
a
a�a
0
0 00
p c " O
� +� •-
f6
t�4 Y R
� � �
c
a�
aa '
���
a�i a�i c
� � G
� LL �
To m .,�,�-
c �c �
a�N�
a
tQ c6 c6
t�-h�-F
c
0
o m c
m �
� :_.
� �
C � N
a�
�o �
o�a
° tf \^ j � \°
0
t�6 � +�.
�� �
�
c
�a'
a� a� �
��_
a
� � Q
m m '�
c c c
a� a? a:
aa
(6 (�6 (
F�-F�-F�-
�
_°�
o m o
� � ro
L L
� � �
�a c
�o �
o ��
� N �
N W �j
T N �
m �
���
a`� a`> >
n. a a�
�
� � �
�
c
� � Q
m m m
c � c
� � �
�0..�
� � �
t�- F�- !�-
�
�s
o � c
w.�o
� A Y
� `�
�
�
�a c
0. � �
o°
� N o
N c- �1'J
� � N
r
T � �
0��
c
aa'
a�
c c �
a>v�
� � Q
� � �
r.;..•
c c c
� � �
�
t6 t4 t6
F�-F�-F�-
�
�
s
i
�
a
m
Y
N
a
c
m
,c
a
0
�
.�
Q
3
U
m
L
0
�
«
L
O
.�
O
a
O
LL
L
W
U
�
N
}
i
s
N
3
a
C
�R
N
O
�
U
0
H
O
O
�
� CM')_
ti
N
�
�
O
�
W
�
�
T
N
O
0
�
7 �
M
N
O
O
N
tq ^
�
�
0
O
oi
N �
V
oi
�
0
O
cM
� �
�
C
� � O
., = Ni
da
a'
0
V =
000
000
ddd
��m
v v
� �
O O O
O O O
� O C
O �'7
.�- ¢j
H �
O O O
O O O
1f) O (V
O�0
_ P
� �
O O O
O O O
O O O
���
� �
�n o�
�
o O O
O O O
� O t+1
o`
v- ch
� �
O S O
l n O �
O��
M
� �
O O O
O O O
O O Oi
���
r
� �
O O O
000
ln O (`!
o�c+
� �
� �
O O O
000
vi o 0
O��
� �
O O O
ooa
oo�
� � r
M N
� �
O O O
O O O
� O �
O�O
r p
� �
O O p
o O p
OOOi
��N
vi r:
� in
000
O O O
�� O N
O�M
� O
fA 4i
O O O
�
��
L1.
d L
V N
d @
��cU
y � O �"0
N�-�p
U I-
° oo ° o ° So ° o ° o °O O ° o ° oo °° o ° o ° o
o66d6dodd�vd '
° o_o�������rn��gm
�L) N � e- (7 � (O � �
�� � � � ��
�
O O� O O O O O O O O O O O
O O O O O O O O O O O O O
000000000(OtVOON
fA�fA�OfAfA�fA��E9pN
vi fA
� � �
O O O O O O O O O O O O O O
O O O O O O O O O O O p O o
000000000 �-N 00 M
Ou)�fA��c�D��OtA��t�A
O M � � t�i � (�
d! � � �
O O O O O O O O O O O O O O
000000000'-(V OOC)
v3�f9�OtA(9�tRO�fqp�
H Eg
� � �
0000000 0
0000000 0
ddoddod
������� �
�
O O O O O O O O
O O O O O O O O
�N������ O
N
�
O O O O O O O
O O O O O O O
O O O O O O O
tA FA EA (A M fA fA
O O O O O O O
O O O O O O O
fA d3 M fli fA d3 49�
49
O
O
C]
O
�
n
43
O
M
O
�
�
0
0
v
rn
�
O
O
�
(n
43
O
O
M
C7
n
N
�
O
O
n
n
n
ci
�
O
O
�
�
N
Vi
O
�
�
�
N
�
O
N
ti
N
�
0
0
rn
�
�
�
N3
0
0
�
M
N
R
b9
O
n
O
O
�
O
m
�
th
�
O
�
f`�
n
�
O O O O O O O O O O O O O O O O O O O O O O
O O O O O O O O O O O O 0 � O O O O O O O O
000000000 �(V 00 M 0000000 n]
v��vi�ov3ca� �AfAtAWfAtAtA �
� � � �� �
O O O O o O S O p O O O O O
OO�NO�PN�N��OO
O N di� Nf9 OE9 <
� �
� 6�9 � � �
p p �
O O O O d O O O O O O O O O
000000000 e-N00 f`�
tA�Of9�OfAf9N�f90�f900
M � M �t0
� H fA
O p O O O O O
� � �� � � �
O O O O O O O
O O O O O O O
O O O O � � �
(A (A 4i Hi f9 f9 f9
O
O
M
�
O
O
�
tD
00000000000000 0000000 �
00000000000000 0000000
000000000+-N00(�> 0000000 th
MONiu�JOf9��fHO� tAfAt»t9uitAtn O
f1 f) S)
V� v3 (A
� � � �
O O O O O O O O O O O O
0 00000000000
O 000000 (VOOth
o �
O � � � � (p
Vi y�
O O O O O O O O O O O O O O
00000000000000
O O O O O O O O O � N O O M
fA N��N�t�O��O�M fAO �
c� � � Ci �+ t�
V! Vi fll
0000°SS
O O O O O O O
E9 fA fA fA f9 V) (A
O O O O S O O
�w��u�9�NN�
0
0
M
O
�
�
O
0
�
�
�
O O O O O O O O O O O O O O O O O O O O O O
O O O O O O O O O O O O O O O O O O O O O O
O O O O O O O O O �(V O O th O O O O O O O M
F»�»�o»v��t»o��»om viu�cain»vavs �
V� �
� � � �
O O O O O O O O O O O O O O O O O O O O O O
oa000000000000 0000000 0
000000000 �(V OOth 0000000 C'l
NiOfAN�O lAfA fAffl(AfAfA �O
O O O
� � � � � �A 4Y
000000 0000000 0 0 0
O O O o O O S O O O O O o o O O O O O O o o p
O O O O O pp O O�- tV O O th Op O O O O O f7 �i
Ni fAfAE9HYfAfAtA 0�1 V
� � � �� lD M
� �
00000000000000
00000000000000
O O O O O O O O O�- (V O O(7
O��NtONO�N�O���r
�� u�e»e»� � �s�
� N
�� N C V y j
� 'O f0 X (n (p � > � C d C —
i0 m 7 i W N N� N N C t C@ O
a �NO�g��OOL.n�O �.o
t O T.- O. . V C N J y �
v �t9aOr'n�¢c�¢�t °-' -� N
0000000
0000000
O O O O O O O
OOOOOfAO
oo�nou� o
� N.-� a- fh
v, �t, u, «a .n �
d
� C
N
U � � �
d L °� m a �°-
N N O.ln � O
� E � a?S � �
q li[n� W � ON
U Oa
° o
c+i
�
r
�
�
�
N
a
N
ro
U
�
0
�
0
c�!
n
�
C
°
0
a
t
a
U
00000
00000
�mmm6
�omc�toc
nn�nnm
Q1 m {�NCn
�����
fA
O O O S O
f7 th fD l7 1n
N (p
N N � N O
�����
�
O O O O O
O O O O O
C� (7 N M ( tn 0
N N V N O
NN N.-
(AEn�fA�
�
O O O Q O
t0 t0 (V (O O
(O (O M (0 0)
r�in�m
�����
�
O O O O O
O O O O O
ai ty co c+i ui
N N 7 N O
�����
V>
O O O O O
O O O O O
thM N�(�O
N N V N O
�����
(H
O O O O O
(O CO (V (O O
� � � � �
�����
00000
00000
ri ri co c+i vi
N N V N O
�����
!fl
aaoo
0000
MM N�(D
N N V N O
�����
SoSSo
CO t0 (V (O O
co to M (O co
rr�r,w
��NH��
Vi
O O O O O
��N�(�O
N N V N O
�����
+»
O O O O O
00000
(O(Ohi(DO
� � M � M
tin�nr�ro
�» w w w �
v�
O O O O O
O O O O O
��N�(�O
NNV cV0
���N�N�
�
00000
00000
�����
d y G
a�i v o �
iu� ac
y t _ m rn
N
��fl7U a
� F-
i`�� 1��
y
X
�
N
N
N
i6
d
c
m
N
3
N
N
a
C
c
d
�
Y
�
O
H
° o
ti
N
�
Cl
�
O
O
n
O
�
r V
�
O
�
N
�
° o
�
a
H
O
�
�
M
�V
�
O
O
V
N
M
�
O
O
0
�
n
M
�
O
�
M
�
7
O
O
�
O
�
O
M
r
�
�
�
�
�
�
�
0
O
V
�
�
a
N
N
N
N
N
O)
�
�
.'��.
t0
�
�
�
7
�
f�!
e
C
0
U=
ooS
O�O
�
� �
� �
° o ° oo °
���
� m
_ �
� �
O O O
��N
�O 7
�
� N
O O O
N � 0�0
N
v r'
vs �»
o�o
���
� o
� �
S O O
oi o 7
(9�O
r �
� �
S O O
���
<f N
(fl V�
O O O
tD�N
r Oi
� �
O O O
� H �
� �
�
� �
O O O
N�O
� V
� �
V� f9
O O O
��M
O
�
ur v>
° oo ° o
N��
�n r
� �
�
° oo °O o
m��
� M
Vi �
6
�� s
N q
d' � cU
y � O , FN,
!6 � -� p
U F-
0000a00000g000
o a00000000 0 0 0
O O O O O O O G G N 7 O O(O
00 fR01nfR000 t� NfHO tY
O O (D M (O (O O N t0 �t st
�q 1� � r CM � th O� �- FJ
f9 f9 M f9 (A C� fR f0
V)
° o ° o ° o ° o ° o ° o ° oo °O OO ° oo °° oo °
00 000000 C tD N 00 t0
fA^ FR�O (AfA�FAM �(AO �
� � M ��
� � �
O O O O O O O O O O O O O O
O � � � O � O 4�J O � � � O �
O h d3�-' t0(AO MfH M N
p� fA fA (A fA � N
� o �
O O O O O O O O O O O O O O
00000 O 000 t0 N 00 a�
i9� fA�O fAf9�b9� �1A0 �
� � M � OD
� � �
0000000
000000
O O O O O N N
�����OO
��
H �
0000aoo
0000000
00000«
fR dY E!i V3 fA ��
��
O O O O O O O
O O O O O O O
O O O O O<<
fA fA fA fR �ti � W
E9 fR
O O O O O O O
000 COO r �
vi tn En 4s V+ ��
��
0
0
�
R
�
�
�
0
0
�
n
ai
W
d3
O
O
�
M
�
O
Oi
n
M
m
»
o oo 0
00000 0000 (O N 00 oD 00000 � � �
fR � M� O f9 VS � fA tn t� fPr O 10 i9 M(A 4R fA CV N t�
1� (A � Yi t'% fA �< �� N7
� N � �
O � O O O O O O O O O O O d
00000 O 000 (O N 00 aC
OI'������N��M���(�O
LL9 �f � (�1 � �t'
fA VJ d3 fA �
O O O O O O O O O O O O O P
O� O C O O O O O f O N O O e D
(A�fH�Of9(A�6'iM�490a
� � � ��
O O O O O O O
00000.=�
H! 43 V3 V� fR � W
di 4i
O O O O O O O
O O O O O O O
O O O O O � �
V3E9Nid3M
� N
O
oi
r
�
�
�
O
O
n
M
�
o O O O O O O O O O O O o O O O O O O O O O
O O O O O O O O O O O O P O O O O O O O O O
000000000 (O N 00 aC 0000 O �
vsner�oF»° »Envsvs�rrrnrn rn
d . E9 M � Vi � YT ff3 �
V) V1 VS �
S O O O O O O O O O O O O O
O O O O O O O O O O O O O
000000000 tD lV 00 c0
O � E9�0 MfA�tAM �d90 �
O V � ci � aD
�� p � �
O O O O O O O O O O O O O O
000000000 <O N 0000
�n��MN�(�9��o�7�N��N
�' Vi fA � tR �
f9 tA 4i
O O O O O O O
O O O O O O O
00000�-�"�
fR V> fA tA f9 � 6Ni
tA tA
�
O
�
M
T
H
O
oi
N
�
O
�
O
�
n
M
W
�
O O O O O O O
O O O O O O O
00 000 �.=
fR !fl f9 V3 fA � �
��
O O O O O O O O O O O O O O O O O O O O O
O O O O O O CJ O O(O fV 0 0 eC 0 0 0 0 0 � �
iRnfA�OFAf9�fAM�fAO� (9MfAfAEA
,p Vi r j M pj f9 V3
� � �
o 000 0
. . . . . . . . . . . . . . . . . . . . . .
000000000 f0 N 00 oJ 00000 W
v3� fH� d fAO�fA�� WO � tAi9HiMiHNN l�
h di � �f9 th fA � O �� 01
� � � �
0000000000$000 0000000 0
O O O O O O O O O O O O O O O O O O O O O
000000000 tOfV 00 �G 00000'-� Of
ennF»�ovsFn�es��v)op fAf9fRf9f9�� f �
� � C'1 � a0 � � O�
iq (y fA d3
N
H V N
= N G'- � �
� C � W � N C � � � O � f0 +�-�
lC l6 �— N yt d=� N C L�= 0
a.0 N p�'Q C�❑ �O :� 6� V d
t y O>.. 6 t0 >- U N N H=� (/I
V �U' 6�.Oil��QUQ2F ��
m :
� C
N
� y � E
� Ol C T_
S5 � m o.o
� C Cw �� �� 3
6 � m � � � C �
tpLLfnlnW � O
U O�
0
0
m
�
�
�
O
�
�
�
�
M
�
O
O
C
N
�
�
O
O
r
0
�
v
�
0
P
�
N
�
O
vi
N
7
O
�
O
�
�
M
V
�
O
O
V�'
N
M
4!
O
O
O
�
n
�
O
O
M
�
M
�
�
O
O
n
rn
O
�
° o
M
�
M
�
° o
m
�
�
M
�
00000
00000
oo�or
NN7fV O
O O O O �
C� t7 CO P') tn
fft 43 Efi U3 �
O O O O O
vv�vai
NN �Na-
M O'1 CO t0 tD
N N V N �
E9KfVT��
O O O O O
O O O O O
�t 7 1� V O�
M M � M N
���N��
�
o O o O O
O O O O O
vvoi�i�
O O O O N
W � �D W �C)
�����
w
° 0000 ° o
7 V t�d'6i
N N C N �
o') M (D tO (O
CV N a N c�
f9fAdlfA�
�
O O O O
O O O O
vvr�voi
N N < N �
M M(OM(O
�����
�
O O O O O
O O O O O
e� <1 T V �
O O O O N
m tA m6�1�
�����
O O O O O
O O O O O
v.ir:voi
N N � N �
C') c9 C9 ("1 (O
N N C N �
4i EA fA b9 �
O O O O O
O O O O O
Q sT1�7 �
MM (�Ot`�')tD
����Nf
43
O O O O O
O O O O O
Md Oi7�
O O O O N
W �N�tl"J
�����
V3
O O O O O
O O O O O
d V i� V �
N N 7 N �
Mf")t0t`�(O
N N �t N �"�
tA tn vi fA �
00000
00000
vvoiv�
0000(V
�O�cO W �
NN � (V'7
utF»vavi�
00000
O O O O O
7 V n 7 �
N N V N �
o') t`7 (O M (O
NN'7N�
43 H3 fA f1�T �
a
�l6 C N y C
.c " d � o E
N �N jp � y C
V d y V 3 V
.0 N N j y O<p
F f� t��tn U�
��-yta
N o
� �
� L
m �
N T
N�
N �
� �
O
N O
y o
y o
=o
_�
.
�`o
3 m
c �
T
m
�-' T
• x
V �
9 � -Yla
ESTIMATED PROJECTION AND FORECAST OF TWO YEARS' EARNINGS
'YEAR
Gross Receipts
Merchandise Cost
Gross Profit
Expenses:
Employee Wages
Accounting/Legal Fees
Advertising
Rent
Depreciation
Supplies
Electricity
Telephone
Interest
Repairs
Taxes
Insurance
Bad debts
Miscellaneous
Total Expenses
Net Profit
Less Federal Income Taxes
Less State Income Tases
Net Profit After Taxes
Less Withdrawals
Net Profit Remaining For Loan Repayment
One Two
$143,840 $151,036
$ 25,000 $ 25,000
$118,840 $126,036
$ 42,000 $ 57,000
$ 0 $ 3,000
$ 3,600 $ 3,600
$ 36,917 $ 40,272
$ 2,535 $ 3,380
$ 1,350 $ 1,35Q
(included with rent)
$ 624 $ 624
$ 0 $ 0
$ 0 $ 0
(included with rent)
$ 0 $ 0
$ 0 $ 0
$ 2,400 $ 2,600
$ 89,426 $ 111,826
$ 24,414 $ 14,210
$ 0 $ 0
$ 0 $ 0
$ 29,414 $ 14,210
$ 0 $ 0
$ 29,414 $ 14,210
'� � d � £IZ a�?ns
h �
� < � �
p n
�
� _�- :_ _._-- --
_r----r� _
4
.i.rr �
Y Q
�. T
�'� �
� ''�' 4 n
� � h L3
o e
� b
� o `-
\ = Y
O C �
4
= - ; � ,.
� �: �.�-
� � � �
L � N
� � �
���
1
��� , ' � �
/
/ '
\ i� � /
V '� /' ,.
' % ` i
\ �' ��
_ ��
��,
O V J
^ � {
V -
� W j
.-•o <
ci
. 1
� ;
,
�
, 9 ,
�
D v � �
� � 7 �
('i..� �� II
•�. Z D �
ELE 3iifi5
n
T-c
c'�
u II
F �
� v
b �
N
a oa.�'�
a�s _'L�s
,t,] 833
S1-� �-'�n�
�
N '
�
r-f
��'E y..� ��$
;� 9S5
£LE�?�lnS
- ---- �
3s £ZE �
• KOZ£
3SIf1S
J
�
y
u
�
�
.�
v
�
>��ta.�cA�'�
9�-�1�a--
���
�
�
n
�
z
n
J
�
Cl
r t —
�-' ����
� � ��
F `
z
u
U
r
�
u
�
�
�o
z
+ � � 9
q �-Nt�.
.., : ,
RULESAND REGULATIONS
a. The Premises are to be used only for the use stated in Section 1(h) hereof ("Permitted Uses"),
and for no other business or purpose whatsoever without the prior written consent of Landlord,
which may be withheld ro granted according to Landlord's sole discretion.
b. Tenant shal! occupy the Premises upon the Lease Commencement Date and thereafter will
continuously conduct its business in 100% of the Premises in strict accordance with the
Permitted Uses, for such hours of operation as shal] be determined and established exclusively
by Landlord.
c. Tenant shall at all times conduct its business in a reputable manner as a quality retail
establishment in accordance with the standards of the Skyway retail area and shall not conduct
any fire, bankruptcy, going out of business, moving, "Lost our Lease" or auction sales, either real
or fictitious.
d. The Premises shall not be used in any manner that is not in accordance with any present or future
requirement of any and all applicabie laws, ordinances, tules and regulations of any
governmental authoriry and Tenant shall comply with the rules and regulations established by
Landlord from time to time for tenants of the Skyway.
e. Unless expressly set forth in E�ibit C as Landlord's Improvements, Landlord shall not be
obliged on account of the purpose or manner of the Permitted Uses by Tenant to make any
addition or alteration to the Premises or the Skyway.
£ All sales from vending machines in the Pcemises must be approved in advance in writing by
Landlord.
g. Tenant shall not give, sell or offer for sale, or exhibit any article, thing, goods or services outside
the Premises or in the common areas without the prior written consent of Landlord, which may
be withheld or granted according to Landlord's sole discretion.
h. Unless specifically provided herein and then only upon strict compliance with such provisions,
Tenant shali not manufacture, distribute, store, sell or give away any alcoholic liquor.
I. Tenant shall not exhibit, sell or offer for sale, use, rent or exchange on the Premises or in the
Skyway any aRicle, thing or service except those ordinarily embraced within the Permitted Uses.
j. Tenant witl not make or permit to be made any use of the Premises which may be dangerous to
life, limb or property or create a fire hazard, or which may invalidate or increase the premium
cost of any policy of insurance carried on the Skyway or covering its operations.
k. Tenant will comply with all requirements for state, municipal or other governmental inspections,
licenses and permits and will promptly pay all proper Fees and charges in connection therewith,
failing which Landlord may, but need not, pay any and all such fees and charges for the account
of Tenant.
Tenant shall keep all first floor street frontage or public walkway show windows brightly
lighted during the Term for business hours as established by Landlord.
• i t o
� tp � 1 1 0�
E�ibit D
RULES AND REGULATIONS
Page Two
m. Tenant shall not tape, display, install, inscribe, paint or affix any sign, picture, advertisement or
notice inside or outside the Premises or in or on the interior or exterior windows or doors, except
in such place or places and of such color, size, design, style and material as shall have advance
written approval by Landlord, and upon expiration of the ter, whether by ]apse or otherwise,
Tenant shall remove ali such signs, pictures, advertisements and notices. At the request of
Landlord, Tenant shall remove any and all other signs, pictures, advertisements and notices
which Landlord shall consider objectionable or injurious to the Skyway or Premises or which are
withln three feet (3') of any store front lease ]ine of the Premises.
n. Tenant shall not use the name of the Skyway for any purpose other than TenanYs business
address and shall never use any picture likeness of the Skyway or Premises in adveRisements,
notices or correspondences without Landlord's advance written consent.
o. Tenant shall keep all entrances, passages, courts, corridors, vestibules, halls, approaches, exits,
elevators and stairways free from all obstructions of every kind and from ashes, garbage, litter
and refuse of every kind and in a clean and sanitary condition.
p. Tenant shall keep ait windows of the Premises clean and shall maintain the front or fronts of the
Premises in an attxactive condition.
q. Tenant shall not make or permit any noise or odor that is objectionable to the public, to other
occupants of the Skyvray, or to Landlord, to emanate from the Premises and shall not create or
maintain, or allow or suffer the creation or maintenance of, a nuisance or disturbance thereon and
shall not disturb, solicit or canvass any other occupant of the Skyway, and shall not do any act
causing injury to the reputation of the Skyway or the Premises.
r. Tenant shall not place or permit any radio or television or antennae, loud speakers, sound
amplifiers or other similar devices on the roof or outside the Skyway nor use any apparatus,
machinery, or device in or about the Premises which will cause any substantial noise or vibration
or unreasonably disturb the quiet enjoyment of any other tenant.
s. Tenant shall not waste water by tying, wedging or otherwise fastening open any faucet.
t. If Tenant desires awnings, shades, Venetian blinds or window or door coverings of any kind,
whether inside or outside, Tenant shall furnish and maintain the same in good and amactive
condition at TenanYs expense and risk, and all shall be of such shape, color, design, material,
quality and kind as shall first be approved by Landlord in writing.
u. Tenant shail not overload any floor; Landlord may direct the routing and location of safes and all
other heavy aRicles and equipment.
v. Untess Landlord gives advance written consent, Tenant shatl not use the Premises or any part
thereof for housing accommodations or for lodging or sleeping purposes, and shall not do any
cooking therein and shall not use any iliumination otherthan eiectric light.
w. Tenant shall not take or permit to be taken any supplies, merchandise, fixtures, equipment or
applia�ces in or out of the Premises or the Skyway except through proper service doors.
K ! j y
q�-yta
E�ibit D
RULES ANA REGULATIONS
Page Three
x. If Tenant furnishes heat, Tenant shall maintain the temperature in the Premises high enough to
prevent the freezing of watet in plumbing fixtures and all other damage caused by low
temperatures.
y. Unless Landlord gives advance written consent, neither Tenant nor any trustee, receiver,
assignee or any other person acting for or on behalf of Tenant, Tenant's estate or creditors, shall
conduct an auction on the Premises.
z. Tenant shall not paint or decorate any part of the exterior of the Premises or any part of the
interior visible from the exterior thereof without first obtaining written approval.
. � � o
1�� I'�
�� t
Conditional Waiver
Tenant is required under the provisions of the Lease to pay to the Iandlord, along with monthly rental
payments, a sum equal to Five percent (5%) of the base annual rent, prorated over tweive (12) months,
as the contribution to the promotion fund to be used by the Landlord for promotional, advertising and
public relations activities in connection with the Norwest Center Skyway Building.
Towie Real Estate Company, as agent for the owners, will conditionaliy waive enforcement of the
monthly payment of this contribution to the promotion fund. on the condition that Tenant spends an
annual amount equal or greater than five percent (5 %) of the base annual rent of that percentage
required by the terms of the Lease to be contributed to the promotion fund, directly for printed, radio
or television advertising specifically relating to your store in Norwest Center Skyway Buiiding. This
condition waiver is effective as of January 1, 1987. Tenant must submit to Landlord certified proof of
such expenditures in form and degree of detail satisfactory to L.andlord along with your rentai payment
due in the month of February of each year, or more frequently apon the request of Landlord.
If at any time tenant fails or refuses to submit the proof of expenditures as provided above promptly
upon request, Landlord shall have the right to revoke this waiver in such event Tenant shall
immediately commence paying to Landlord the contribution required by the I.ease together with a lump
sum for the months in which no contribution was paid to Landlord.
If, following Landlord's review of the proof of expenditures as provided above, Landlord determines
that the aggregate of qualifying expenditures was less than five percent (5 %) of the base annual rental,
Landlord shall have the right to revoke this waiver and in such event Tenant shall immediately
commence paying to Landlord the contribution required by the Lease together with a lump sum in an
amount equal to the deficiency by Landlord.
This conditional waiver constitutes only a waiver of enforcement of certain of its rights under this
Lease pertaining to coliection of contributions to the promotion fund which may be revoked at any time
and for any reason by Landlord, in which case all applicable provision of the Lease shall be complied
with by Tenant and shall be immediately enforceable by Landlord. This conditional waiver is not
intended to and does not constitute an amendment or modification of this Lease in any respect.
The undersigned hereby accepts the waiver of enforcement of the promotion fund contribution on the
conditions set forth above.
CITY OF SAINT PAUL
Date: By: