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97-332�,., y ►�JTI PA�AL SOTA Presented By: Referred To: 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 CouncilFile # %,3�j� Green Sheet Committee:Date: RESOLVED, that the proper�i4y^effffcials are hereby authonized and directed to execute agreements with the Griffin Companies which include indemnff'ication clauses to save and hold the Landlord harmless from any and all claims arising out of the city's use of Suite #274, located in the Galtier Plaza at 175 East Sth Street, St. Paul MPI. A copy of said agreement is to be kept on file and of record in the Real Estate Division. Rettman Adopted bp Council: Date: By: Appr By: by Council Secre �-- � �f� �_ oved by Mayor: Date: � �� c,u.ziExsxrs �S Approved by May r for Submission to Council: By: � VL Requested by Aepartment of: ,z � �3 � ��5 o�,.,�M,�,��o�N�� DATEINITIATED GREEN SHEE Police Department 2(25/97 � RiA � ATE iNmnwa� CONTAGT PEHSSaN 6 PHONE � DEPARfMENT DIRECTOR � GRY COUNCR Chief Finney 292-3588 "u�a �CITYATfOFiNEY �CIT/CLERK NUMBERFOR MUST BE ON COUNCIL AGENOA BV (DATE) pp�p„� � BUOGET �IREGTOR O FlN. & MC+T. 5ERVICES �IR. OqDER � MAYOF (OR ASSISTANn O TOTAL # OF SIGNATURE PAGES � (CLIP ALL LOCATIONS FOR SIGNATURE) ACiION REQUESTEO: Pass the attached council resolution allowing the Saint Paul Police Depart- ment to enter into a contract with the Griffin Companies for space f.or a sub-station in Galtier Plaza. RECqMMENOAT�ONS: Approve (A) or Rejact (R) pERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLIOWING QUESTIONS: _ PUNNMG CAMMISSIQN _ CIVIL SERVICE COMM�S510N �� Has this petsonflirm ever worked untler a contr�ct for this departmeni? _ CIB COMMITiEE _ YES NO _ STAFF 2. Has ihis personlfirm ever been a city employee? — YES NO _ DISTRICi CAURT _ 3. Does this Brson/firm p possess a skill not normally possessed by any cUrreM ciry employee? 3UPPORTS WHIGH CAUNGI OB,IEGTIVE? YES NO Explain all yes answers on separate sheet and aHach to green sheet lNIT1ATWG PROBLEM, ISSUE.OPPORTUNItt(W1w, What, When, Where, Why): The City of Saint Paul, through it's Police Department, current2y has a short-term lease in effect for space in Galtier Plaza for a police sub- station. The Griffin Companies wishes to amend that lease to a term of 36 months. They in return will make, at their expense, necessary remodeling in the currently leased space. ADVANTAGESIFAPPR�VED' The Police Department will be the 3enefactor of more efficient and productive office space at no cost to the City. The Ilepartment plans on a long-term presence in the facility so this lease simply guarantees that. �ECEBH�.� tlI5A0VANTA(3ES IF APPR�VED: ia �� y �� None �;ss��3ifi`� ��:a`�tt�? ��:�3 �Fc�'�?'� �r4C� �IAR 17 1997 [:::�;s 2 `� t�9� ��`�' ��'��'�� _��.,,4 .. OISADYANTAGESIFNOTAPPROVEO: '� The current su�station will not he as efficient or productive as it could he and more importantly it �rill not be as accessible to the public: TOTAL AMOUNT OF iRAN5ACT10N S COST/REVENUE BUDGETEp (CIRCLE ON� YES NO FUNDItdG SOURCE ACTIVITY NUMBER FtNANC1Al INFORFnAT10N: (EXPLAIN) � � �� LEASE BETWEEN WHRB REAL ESTATE LIMITED PARTNERSAIP, as IandIord, AND THE CTTY OF SAINT PAUL POLICE DEPARTMENT, as tenant Dated February _, 1997 n:�oc�scc�ioosu 9� �3�-- LEASE THIS I,EASE (the "Lease") is entered into as of February _, 1997, between WHRB REAL E3TATE LIMITED PARTNERSHIP, a Delawaze limited paruiership ("Iandlord"), and THE CITY OF SAINT PAUL PQLICE DEPART'MENT {"Tenant"). FOR AND IN CONSIDERATTON of the agreements contained iii this Lease and for other good and valuable consideraflon, the receipt and legal sufflciency of which the parties hereby acknowledge, the parties agree as follows: DATA SHEET This data sheet provides a reference to the basic business terzns of the I.ease. In the event of any inconsistency between the Data Sheet and the balance of the L.ease, the balance of the Lease shali controi. Premises: The premises ("Premises") consist of 3uite No. 279 containing approximately 2,743 rentable square feet as depicted on Exhibit A. attached to, and hereby made a part of, this I.ease, in the buiiding located at 175 East Fifth Sueet, Saint Paul, Minnesota 55101 (the "Building"). The Building, together with the other buildings owned by Landlord and located in the complex known as Galaer Plaza are the °Complex." Term: Subject to the provisions of Section 2, the initial term of this Lease shall be 36 months, commencing on 19_ (the "Commencement Date"), and terminafing at 5:00 p.m. on , uniess eazlier terminated pursuant to the provisions of this Lease. Guarantor's Name and Address: Not agplicable. Rent: Gross rent {"Gross Rent") net of all other sums owed under this I.ease shall be ane dollar per calendar year. Security Deposit: None. Brokers: Landlord's broker, whose commission will be paid by Landlord is Grif�n Companies. Tenant has not been represented by any broker. x:�oac�scc+iaosu _ 1 _ . 9� 33 z E7chibits: The following e�ihits, together with all schedules and other attachments to the following exhibits, are hereby incorporated into and made a part of this Lease: Landlord's Address for Notices: Landlord's Address for Rent: Tenant's Address for Notices: x:�noc�cc�ioosu Exhibit A- Outline of Premises Exhibit B- Building Rules and Regulations E�ibit C- Tenant Fuush Work E�chibit D - Pazking WHRB Real Estate Limited Partnership c/o Galtier Plaza Management Office 175 East Fifth Street, Suite 315, Box 77 St Paul MN SS101 WHRB Real Bstate Limited Par[taership c/o Griffin Companies Suite 300 510 Marquette Avenue Minneapolis MN 55402 St. Paui Police Department 175 East Fifth Street Space 279 St. Paul MN 55101 Attention: Commander Stumer -2- 9� 33� l: Lease. Subject to the terms of this Lease, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord. 2. Term. The term of this Lease (the "Term") shall be the uritial term referred to in the Data Sheet, together with any renewal terms referred to in the Data Sheet. Notwithstanding the provisions of the Data Sheet, if the Premises are not ready for occupancy by Tenant on the scheduled Commencement Date, then (a) the date L,andlord tenders possession of the Premises to Tenant shall be the Commencement Date, (b) the Term shall be extended by the time between the scheduled Commencement Date and the date on wtuch Landiord tenders possession of the Premises to Tenant, (c) Landlord shall not be in defauit hereunder or be liable for damages therefor, (d) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant, and (e) if the date Landlord tenders possession of the Premises to Tenant is not the first day of a calendar month, then the Term shall be 8xtended by the number of days between such tender of possession and the first day of the next month. 3. Rent (a) Gross Rent. Tenant shall pay Gross Rent in the amounts specified in the Data_ Sheet to Landlord in advance on or before the first day of each year without deducrion or set off, at the address for Rent specified in ffie Data Sheet, except that Tenant shall Gross Rent for the first calendar year of the Term contemporaneousiy wich the execution of this Lease. (b) Rent. All sums other than Gross Rent owed by Tenant to Landlord pursuant to this Lease shall be deemed and shall constitute, for all purposes, rent under this L.ease; collectively all such other sums owed by Tenant under this I.ease together with Gross Rent are "Itent." 4. Security Deposit. Intentionally omitted. 5. Landlord's Obli ag tions (a) Services. Landlord shall furnish to Tenant the following: (1) water at those points of supply provided for general use of cenanu of the Building; (2) heated and refrigerated air conditioning as appropriate, at such temperatures and in such amounts as aze standard for comparable buildings in the vicinity of the Building; (3) janitorial service to the Premises on weekdays, other than holidays, for Complex-standard installations and such window washing as may from time to time be reasonably required and reasonably determined by Iandlord; (4) elevators for ingress and egress to the floor on which the Premises aze located, in common with other tenants, provided that Landlord may reasonably limit the number of operating elevators during non-business hours and holidays; and (5) electrical current during normal business hours for equipment rhat does not require more than 110 volts and whose electrical energy consumption does not exceed normal office usage. Landlord shall maintain the common areas of the Building in reasonably good order and condition, except for damage caused by Tenant, or its employees, agents' or invitees. x:�oc�scc�ioosss -3- 9'� �3� (b) Excess Utility Use. I.andlord shall not be required to fumish electricai current for equipment that requires more than 110 volts or other equipment whose electrical energy consumption exceeds normal office usage. If TenanYs requiremenu for or consumption of electricity exceed the electricity to be provided by Landlord as described in Section 5(a), Landlord shall, at Tenant's expense, make reasonable efforts to supply such service through the then-existing feeders and risers serving the Building and the Premises, and Tenant shall pay to Landlord the cost of such service within ten days after L,andiord has delivered to Tenant an invoice therefor. Landlord may determine the amount of such additional consumption and potential consumption by any ve�able method, including installation of a separate meter in the Premises installed, maintained, and read by Landlord, at TenanYs expense. Tenant shall not install any electrical equipment requiring special wiring or requiring voltage in excess of 110 volu or otherwise exceeding Building capacity unless approved in writing in advance by Landiord. T'he use of elactricity in the Premises shall not exceed the capacity of existing feeders and risers to or wiring in the Premises. Any risers or wiring required to meet TenanYs excess electrical requirements shall, upon TenanYs written request, he installed by Landlord, at TenanYs cost, if, in Landlord's judgment, the same are necessary and shall not cause permanent damage to the Building or the Premises, cause or create a dangerous or hazardous conditaon, entail excessive or unreasonable alterations, repairs, or expenses, or interfere with or disturb other tenants of the Buiiding. If Tenant uses machines or equipment in the Premises which - affect the temperature otherwise maintained by the air conditioning system or otherwise overload any utility, Landiord may install supplemental air condiaoning units or other supplemental equipment in the Premises, and the cost thereof, including the cost of installadon, operation, use, and maintenance, shall be paid by Tenant to Landlord within ten days after L,andlord has delivered to Tenant an invoice therefor. (c) Restorarion of Services: Abatement. Tenant shall immediately notify Landlord of any interruption or cessation of any service which this Lease requires Landlord to provide. Landlord shall use reasonable efforts to restore any such service that becomes unavailable; however, such unavailability shall not render Landlord liable for any damages caused thereby, be a constructive evicdon of Tenant, constitute a breach of any unplied warranty, or entitle Tenant to ac�y abatement of Tenant's obligations hereunder, including, without limitation, payment of Rent. 6. Improvements: Alteraflons: Re�airs• Maintenance (a} Improvements: Alterations. Except as expressly provided otherwise in this Lease, improvements to the Premises shall be installed at TenanYs expense only in accordance with plans and specifications which have been previousiy submitted to and approved in writing by Landlord. No aiterations or physicai additions in or to the Premises may be made without Landlord's prior written consent, which shall not be unreasonably withheld or delayed; however, Landlord may withhoid iu consent, in iu sole discretion, to any alteration or addition that would affect the BuIlding's structure or its HVAC, plumbing, electrical, or mechanicai systems. Tenant shall not paint ar install lighting or decorations, signs, window or door lettering, or advertising media of any type on or about the Premises without the prior written consent of x:�oc�scaiooszs _4_ ��:�3�- Landlord, which shall not be unreasonably withheld; however, Landlord may withhold its consent to any such painting or installation which would, in Landlord's sole opurion, affect the appearance of the exterior of the Building or of any common areas of the Building. All alterations, additions, or improvements made in or upon the Premises shall, at Landlord's option, either�be removed by Tenant prior to the end of the Term (and Tenant shall repair all damage caused thereby), or shall remain on the Premises at the end of the Term without compensation to Tenant. All alterations, additions, and improvemenu shail be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all laws; Landlord's approval af the plans and specifications therefor shall not be a representation by Landlord that such alterations, additions, or improvements comply with any law or aze fit for any use. (b) Repairs: Maintenance. Tenant shall maintain the Premises in a clean, safe, and operabie condition, and shall not permit, or allow to remain, any waste or damage to any portion of the Premises. Tenant shall subject to Landlord's direction and supervision, repair or replace, at Tenant's sole cost all damage to the Complex caused by Tenant, Tenant's employees, or agents, contractors, or invitees. If Tenant fails to make such repairs or replacements within 15 days after the occunence of such damage, then Landlord may make the same at Tenant's cost. If any such damage occurs outside of the Premises, then Landlord may elect to repair such daznage at TenanYs expense, rather than having Tenant repair such damage. The cost of all repair or replacement work performed by Landiord under this Section 6 shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. (c) Performance of Work. All work described in this Section 6 shall he performed only by Landlord or by contractors and subcontractors approved in writing by Landlord. Tenant shall cause all conuactors and subcontractors to procure and maintain insurance coverage nazning Landlord as an additional insured against such risks, in such amounis, and with such companies as Landlord may reasonably require. All such work shall be performed in accordance with all legal requirements and in a good and workmanlike manner so as not to daznage any part of the Premises or the Complex. (d) Mechanic's Liens. Tenant agrees to prompdy pay all sums of money in respect of any labor services, materials, supplies or equipment furnished or alleged to have been furnished to Tenant or anyone holding the Premises or any part thereof, through, or under Tenant in, at or about the Premises, or furnished to Tenant's agents, employees, contractors or subcontractors, which may be secured by any mechanic's, material supplier's or other type of lien against any part of the Complex or the Landlord's interest therein (a "Lien"). Tenant shall notify Landlord of the filing of any Lien within three days after receiving notice of such fiIing. If Tenant fails, within 20 days after the date of the filing of the Lien, to discharge such Lien or pursuant to Minn. Stat. § 514.10 deposit into court a sum determined by the caurt, Landlord may but shall not be required or expected to, remove such Lien in such manner as Landlord may, in its sole discretion, determine, and the full cost thereof, together with all Landlord's fees and costs, including attorney fees, shall be due and payable by Tenant to Landlord immediately upon TenanYs receipt of Landlord's notice therefor. Tenant acknowledges that Landlord may post notice on the Premises of non-responsibility for such Liens and, in such event, Tenant shall r:�oc�sccuoosu _ j_ �7 33a- so advise all contractors, materialmen, suppliers and other persons performing work or providing services and/or supglies to the Premises on behalf of Tenant. 7. tJse. Tenant shall continuously occupy and use the Premises only for operating a police substation for the purpose of conducting police work in the immediate community (the "Permitted Use") and shall comply with all laws, orders, rules, and regulations relating to the use, condition, access to, and occupancy of the Premises. The Premises shall not be used for any use wlvch is disreputabie, creates extraordinary fire hazards, or resuits in an increased rate of insurance on the Complex or its contents, or for the storage of any hazardous materials or substances. If, because of TenanYs acts, the rate of insurance on the Complex or its contents increases, such acts shall be an Event of Default, and Tenant shall pay to Landlord the aznount of such increase on demand, provided however that acceptance of such payment shall not waive any of Landlord's other righis. Tenant shall conduct its business and controi its agents, employees, and invitees in such a manner as not to create any nuisance or unreasonabiy interfere with other tenants of the Compiex or with Iandlord's management of the Complex. 8. Assienment and Sublettin�. (a) Transfers. Tenant shall not do any of the following (each a"Transfer") without the prior written consent of Landlord: (1) assign, transfer, or encumber this L,ease or any estate or interest herein, whether direcdy or by operation of law, (2) permit any other entity to become Tenant heteunder by merger, consolidation or other reorganization (3) if Tenant is an entity other than a cotporation whose stock is publiciy uaded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet all or any portion of the Premises, (5) grant any license, concession, or other right of occupancy of all or any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant. Tenant may request Landlord's consent to a Transfer by delivering to Landlord a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: its name and address; reasonably sarisfactory information about iu business and business history; its proposed use of the Premises; banking financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's credit worthiness and character. Landlord shall not unreasonably withhold iu consent to any requested Transfer if the proposed transferee (A) is creditworthy in accordance with Landlord's then-cunent credit standards for prospective tenants of the Complex of the proposed transferee's type and size, (B) has a good reputation in the husiness community, (C} in Landlord's opuuon does not compete with any tenant in the Complex, and (D) is not another tenant of the Complex; otherwise, Landiord may withhold its consent in iu sole discretion. Concurrendy with request for Landlord's consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall aIso reunburse I.andlord immediately upon request for Landlord's attorney fees incurred in connection with considering any request for consent to a Transfer. If Landlord consenu to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the x:�oc�scc�iooau _6_ ��-�3� Premises shall be liable only for obligations under this Lzase that aze properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord's consent to a Transfer shall not release Tenant from its obligaaons under this Lease, but rather, Tenant and its transferee shall be joindy and severally liabie therefor. Landlord's consent to any Transfer shall not waive Landiord's rights as to any subsequent Transfers. If an Event of Default accurs while the Premises or any part thereof are subject to a Transfer, then Landiord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such renu against the Rent and falling due hereunder from time to time. Tenant authorizes iu transferees to make payments of rent direcdy to Landlord upon receipt of notice from Landlord to do so. (b) Cancellation. Landlord may, within 3o days after TenanYs delivery to Landlard of a written request for Landlord's consent to a Transfer, cancel this Lease as to any portion of the Premises proposed to be sublet, assigned or otherwise transferred, as of the date the proposed Transfer is to be effecdve. If Landlord cancels this Lease as to any portion of the Premises, this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises_ to the prospecuve transfetee (or to any other person) without liability to Tenant. (c) Additionai Compensation. Tenant shail unmediately notify Landlord of any compensation or consideration Tenant receives in connecuon with any Transfer (regardless of whether Landlord has consented to such Transfer), and shall pay to Landlord, immediately upon receipt thereof and without demand therefor, the excess of all such compensation and consideration received by Tenant less the costs reasonably incurred by Tenant payable to unaffiliated third parties in connecuon with such Transfer, such as brokerage commissions, tenant fuush work auorney fees and similaz costs. (d) A.ssignment of Subrents. Tenant hereby inevocably assigns to Landlord all rents due or to become due from any assignee or transferee of or sublessee under this L.ease or any tenant or occupant of the Premises or any part thereof, and authorizes and empowers Landlord in the name of Tenant or otherwise, to collect and receive the same, provided that, so long as Tenant is not in default under llus Lease beyond the expiration of the applicable cure periods, if any, provided herein, Tenant shall have the right to collect and receive such rents for its own uses and gurposes. Upon any default by Tenant under this Lease, Landlord shall have absolute tifle to such rents and the absolute right to collect and receive the sazne. Landlord shall apply to the Rent due under this Lease the net amount (after deducting all costs and expenses of collection, including, without limitation, attorney fees and expenses) of any renu so collected and received by it. 9. Insurance: Waivers: Subrogation; Indemnitv (a) Insurance. Tenant, being an arm of the City of Saint Paul, has deemed itself self- insured. v:�noc�scc�toas2s _�_ 9� :33� (b) Waiver of Ne�gence; No Subro aP tion. Landlord and Tenant each waives any claim it might have against the other for any damage to or theft, destrucaon, loss, or loss of use of any properry (a "Loss"), to the extent the same is insured against under any insurance policy or other insurance protECtion that covers the Complex the Premises, Landiord's or TenanYs fixtures, personal property, leasehold improvemenu, or business, or is required to be insured against under the terms of this Lease, regardless of whether the negligence of the other party caused or contributed to such loss; provided, however that Landiord's waiver shall not include any deductible amounts on insurance policies carried by Landlord or to any coinsurance penaity which Landlord may sustain. Landlord shall cause iu insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against Tenant. Tenant as a self-insured entity, agrees to waive its right of recovery against Landlord under any agplicabie subrogation or other theories against Landlord. (c) Indemnitv. Subject to Section 9(b), Tenant shall defend, indemnify, and hold harmless Landiord and its representauves and agenu from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including attomey fees and court costs through all appellate levels) arising from (i) any Loss or injury to or death of any person arising from any occurrence on the Premises or (u) Tenant's failure to perform its obligations under this Lease, even though caused or alleged to be caused by the negligence or fault of Landlord or its agents (other than a Loss or injury to or death of any person arising from the sole or gross negiigence of Landlord or its agents), and even though any such claim, cause. of action, or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents. This indemnity is intended to indemnify Landiord and its agents against the consequences of their own negligence when Landlord or its agents are jointly, comparauvely, contributively, or concurrenfly negligent with Tenant. This indemnity provision shall survive termination or expirauon of this Lease. If any proceeding is commenced for which indemnity is required hereunder, Tenant agrees upon request therefor, to defend the indemnified party in such proceeding at its sole cost uulizing connsel sausfactory to the indemnified pazty. 10. Subordination: Attornment: Notice to Morteagee• Consent to Restrictions. (a) Subordination. This Lease is and shall be subordinate to any deed of trust, mortgage or other securiry instrument, or any ground lease, master lease, or primary lease, that npw or hereafter covers all or any part of the Premises (each a"Mortgage"; the beneficiary, mortgagee or lessor under any Mortgage is a"Mortgagee"). Any Mortgagee may elect, at any time unilaterally, to make this Lease superior to its Mortgage by so notifying Tenant in writing. (b) Attornment. Tenant shall attorn to any par.ry succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of iease, or otherwise, upon such party's request, and shall execute such agreements co�rming such attomment as such party may reasonably request. (c) Notice to Morteaeee. Tenant shall not seek to enforce any remedy it may have for any default on the part of the Landlord hereunder without first giving written notice by x:�ocucc�ioosu _g_ 97-.�.3� certified mail, return receipt requested, specifying the default in reasonable detail, to any Mortgagee whose address has been given to Tenant, and affording such Mortgagee a reasonable oppartunity to perform Landlord's obligaaons hereunder. (d) Consent to Restrictions and Easement Agreement. This Lease is subordinate to that certain First Amended Declaration of Covenanu, Conditions, Restricaons and Easements dated December 24, 1985 (the "Agreement"). Tenant agrees that the Agreement may be amended without further consent by Tenant and that the Lease shall be automaticaliy subordinate to all such amendments, whether made before or after the date of this Lzase. Tenant shall execute and deliver, in recordable form, within three business days, any instrument Landlord may zequest for the purpose of conf'irming the subordination of this Lease to the Agreement andlor Tenant's consent to any amendment to the Agreement. 11. Rules and Re uladons. Tenant shall comgly with the rules and regulations which are attached to, and hereby incorporated into, the Lease as Exhibit B. Landiord may, from time to tune, change such rules and regulafions, provided that such changes are applicable to all tenants of the Building and will not unreasonably interfere with TenanYs use of the Premises. Tenant shall be responsible for the compliance with such rules and regulations by its employees, _ agents, contractors and invitees. 12. Condemnation. (a) Total Takine. If the entire Premises are taken by right of eminent domain or conveyed in lieu thereof (a "Taking"), this Lease shall terminate as of the date of the Taking. @) Partial Taking - Tenant's Ri�. If any part of the Complex becomes subject to a Taking and such Taking will prevent Tenant from conducting its husiness in the Premises in a manner reasonahly comparable to that conducted immediately before such Taking for a period of more than 180 days, Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after the Taking, and Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease, Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by. the Taking. (c) Partial Taking - Landlord's RiEhts. If any material portion, but less than all, of the Complex becomes sub}ect to a Taking, or if Iandlord is required to pay any of the proceeds received for a Taking to a Mortgagee, then Landlord may terminate this Lease by delivering written nouce rhereof to Tenant within 30 days after such Taking, and Rent shall be apportioned as of the date of snch Taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, Rent shall abate as provided in the last sentence of Section 12(h). (d) Awards. Upon any such taking or purchase, Landlord shall be entitled to receive and retain the entire award or consideradon for the affected lands and improvemenu, subject to the rights of the holder of any Landlord's Mortgage, and Tenant shall not have nor advance any x:�ooc�scaioosu _g_ 9� �.�� ciaims against Landlord or the condemning authority for the value of its property or iu leasehold estate or the unexpired Term, or business interruprion expense or any other damages arising out of such taking or purchase; provided, the foregoing shall not be construed to preclude Tenant from seeking and recovering on its own account from the condemning authority any separate award or compensation attributable solely to the taking or purchase of Tenant's chattels or trade fixtures ar attributable to TenanYs relocation expenses provided that any such sepazate ciaim by Tenant shall not reduce or adversely affect the amount of Landlord's award. If any such award made or compensation paid to either party specifically includes an award or amount for the other, the parry first receiving the same shall prompdy account therefor to the other. 13. Fire or Other Casualtv. (a) Repair Estimate. If the Premises or the common areas of the Complex are damaged by fire or other casualry (a "Casualty"), Landlord shall, within 90 days afier such Casualty, deliver to Tenant a good faith estimate (the "Damage Notice") of the time needed to repair the damage caused by such Casualty. (b) I,andlord's and TenanYs Riehts. If a material portion of the Premises or the- common areas of the Complex is damaged by Casualty in a manner that prevents Tenant from conducting iu business in the Premises in a manner reasonably compuable to that conducted immediately before such Casualry and Landlord estimates that the damage caused thereby cannof be repaired within 270 days after the Casualty, Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within 30 days after the Aamage Notice has been delivered to Tenant. Tf Tenant does not so timely terminate this Lease, then (subject to Section 13(c)) Landlord shall repair the daruage refened to in the Damage Notice, as provided below, and Net Rent for any portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of the repair, unless Tenant caused such damage, in which case, Tenant shall continue to pay Rent without abatement. (c) Landlord's Riehts. If a Casualty damages a material portion of the Complex, and Landlord makes a good faith determinafion that restoring the Complex would be uneconomical, or if Landlord is required to pay any insurance proceeds arising out of the Casualty to a Mortgagee, then Landlord may terminate this Lease by giving written notice of iu election to terminate within 30 days after delivering the Damage Notice to Tenant, and Rent shall abate as of the date of the Casualty. (d) Repair Oblig,ation. If neither parry elecu to terminate this Lease following a Casualty, then Landiord shall, within a reasonable time after such Casualry, begin to repair the Premises and the common areas of the Complex and shall proceed with reasonable diligence to restore the Premises and the common areas of the Complex to substantially the same condition as they existed immediately before such Casualry; provided however, Landlord shall not be required to repair or repiace any of TenanYs personal property, including, without limitation, furniture equipment, fixtures, and other improvements which may have been placed in the x:�oc�scc�ioosu -10- q7 �33� Premises by, or at the request of, Tenant and Landlord's obligation to repair or restore the Premises or the common areas of the Complex shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question. (e) Removal of Personal Propertv. In the event of any damaga or destruction to the Building or the Premises by any geril contemplated by this Section 13, or in the event of terminarion as a consequence of condemnation as contemplated in Section 12, Tenant shall, upon notice from Landiord, remove forthwith, at iu sale cost and expense, the propeny belonging to Tenant from such portion of the Building as Landlord shall request and Tenant hereby waives any and all ciaims it may have, now or in the future, against Landiord arising in connecuon with damage to such property occurring as a resuit of any alleged failure to properly secure the Premises prior to such removai. 14. Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Tenant in the Premises. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landiord elects to pay the same, orif the assessed value of Landlord's property is increased by inclusion of such personal property, fumiture or fixtures and Landiord elects to pay the taxes based on such increase, Tenant shall pay to Landlord, upon demand, the part of such taJCes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or aznount of such taxes before Landlord makes such payment, and thereafter diligenfly proceeds with such contest in accordance with law and if the non-payment thereof does not gose a threat of loss or seizure of the Building or interest of Landiord therein. 15. Events of Defauit. The following events shall be deemed to be events of default by Tenant under this Lease (individually, an"Event of Default" and collectively, "Events of Default"): (a) Rent. Tenant shall fail to pay any installment of Rent when due, and such failure shall continue for a period of five days from the date such payment was due; (b) Vacation. Tenant shall vacate all or a substantial portion of the Premises, whether or not Tenant is in default in the payment of Rent; (c) Liens. Tenant shall fail to comply with the requirements of 5ection 6(d); (d) Other Breach. Tenant shall fail to comply with any term, provision or covenant of this Lease (other than the foregoing in this Section 15), and shall not cure such failure within 30 days after noflce; provided, in the event such default cannot reasonably be cured within such 30 day period, an Event of Default shall not be deemed to have occurred so long as Tenant commences an effective cure within said 30 day period and prosecutes such cure diligently to comgletion within a period not to exceed fi0 days after such notice; or x:�noc�sccuooszs -11- 9�� 33� (e) BankruptcyiInsolvency. Tenant shall file or have filed against it a petition (the term "Tenant" shall include, for the purposes of this Section 15(e), any guarantor of the Tenant's obligations hereunder): (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of TenanYs properry or for TenanYs interest in this I.ease; or (4) for the reorganization or modification of TenanYs capital structure; however, if such a peation is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings nuflated by such petition dismissed within 60 days after the filing thereof. 16. Remedies. Upon the occurrence of any Event of Default, Landlord may, at its. election, terminate this Lease through the delivery of written notice to that effect to Tenant or terminate Tenant's right to possession only, without terminating the I.ease. (a) Re-Entry Without Termination. Upon any termination of TenanYs right to possession of ihe Premises without termination of this Lease, Landlord may, at Landlord's option, enter into the Premises, remove TenanYs signs and other evidences of tenancy, and take and hold possession thereof without such entry and possession terminating this Lease or releasing Tenant, in whole or in gart, from any obligation, including TenanYs obligation to pay Rent for the full Term. Landlord may, but need not, relet the Premises or any part thereof for such rent and upon such terms as Landlord, in its sole discretion, shall determine (including the right to relet the Premises as part of a larger area and the right to change the character or the use made of the Premises), and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord may make repairs, alterations and additions in ot to the Premises, and redecorate the same to the extent Landlord deems necessary or desirable, in its sole discretion. All rentals and other sums received by Landlord from any such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such alterations and repairs; third, to the payment of Landlotd's expenses of reletting, inciuding, without limitation, broker's commissions, attorney fees and lease inducements, such as moving or leasehold 'unprovement allowances; founh, to the payment of Rent; and the residue, if any, shall be held by Iandiord and applied in payment of future Rent as the same may become due and payable hereunder. If such rentals and other sunns received from such reletting during any month be less than the Rent to be paid during said month by Tenant hereunder, Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. Notwithstanding any such re-entry by Landlord, Landlord may at any tune hereafter elect to terminate this Lease for such previous breach. (b) Damaees in the Event of Terminarion. Landlord and Tenant agree that the damages Landiord would incur in connecrion with terminating this Lease following an Event of Default would be difficuit to estimate or ascertain. In the event Iandlord terminates this Izase, Landlord may recover from Tenant, as liquidated damages, an amount equal to the sum of the following: (i) all unpaid Rent that is due and payable as of the effecdve date of termination; pius (ii) a sum of money equal to the entire amount of Rent that would be payable under the x:�octisccuoosu _ 12_ �7 �3� L.ease for the lesser of rhe following two periods, which amount shall be immediately due and payable upon demand but which shall be discounted to present value using a discount rate equal to the discount rate of the Federal Reserve Bank of Minneapolis as of the date of termination plus one percent: {A) the one-year period commencing upon the effecrive date of termination, or (B) the period commencing upon the effective date of termination and ending upon the original date of the expiration of the Term_ For purposes of calculating ihe amount of Rent that would be payable under this L,ease for the period succeeding the effective date of terminadon, such Rent shali be computed on the basis of the average monthly amount of Rent accruing during the 24-month period immediately preceding the default to which such termination relates (exclusive of any months in which Tenant received "free" or abated rent concessions); provided, however, if the default occurs prior to the expiration of the first 24 months of the Lease, Rent shall be computed on the basis of the average monthly amount of Rent accruing during all monihs preceding the month in which said default occurred (exclusive of any months in which Tenant received "free" or abated rent concessions). Landlord and Tenant agree that such sum is a reasonable estimation of the damages Landlord would incur in connecuon with terminating this Lease following an Event of Default, and agree that such sum is not a penalty. 17. Remedies Cumulative: No Waiver. Iandlord's pursuit of any remedy available to it under this Lease, ai law or in equity shall not preclude its pursuit of any other remedy available to it under this Lease, at law or in equity, and all such remedies shall be cumulative. Landiord's acceptance of Rent following an Event of Default shall not waive Landlard's rights . regarding such Event of Default. No waiver by Landlord of any violation or 6reach of any of the terms contained herein shall waive Landlord's righ[s regarding any future violation of such term, and no custom or practice which may evolve between the Landlord and Tenant shall waive or diminish Landlord's right to insist upon Tenant's performance in strict accordance with the terms of this Lease. Landlord's acceptance of any partial payment of Rent shall not waive Landlord's righrs with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord's acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. 18. Security Interest. Intenaonally omitted. 19. Sunender of Premises. I3o act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by I,andlord. At the expiration or termination of this I.ease, Tenant shall deliver to I.andlord the Premises with all improvements located therein in good repair and condifion, broom-clean, reasonable weaz and tear (and condemnation and Casualty daznage not caused by Tenant, as to which Secaons 12 and 13 shall conuol) excepted, and shall deliver to Landlord all keys to the Premises. Provided that Tenant has performed all of its ohligations hereunder, Tenant may remove all unattached trade futures, furniture, and personal property piaced in the Premises by Tenant, and shall remove such alterations, additions, improvements trade fixtures, personai propercy, equipment, wiring, and furniture as Landiord may request. Tenant shall repair all damage caused by such removal. All items not so removed x:�ooc�sccuoosu -13- �� 33� shall be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destrayed, or otherwise disposed of by Landlord without nodce to Tenant and without any obligation to account for such items. The provisions of this Section 19 shall survive the expiration or termination of this Lease. 20. Holdine Over. In the event Tenant remains in possession of the Premises beyond the expiration of the Term, Tenant shall be deemed, at Landlord's opaon without executing any document or receiving any notice from Landlord, to be occupying the Premises as a tenant at will at daily Net Rent equal to the greater of (A) 150 percent of the daily Net Rent payable during the last month of the Term, or (B) 125 percent of the prevailing rental rate in the Complex for similaz space, subject to all other conditions of this L.ease, including, without limitation, the payment of all other sums due under this Lease. 21. Certain RiQhts Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant's occupancy of the Premises, Landlord shall have the following rights: (a) To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Complex,.or any part thereof; to enter upon the Premises and, during the conrinuance of any such work, to temporarily ciose doors, entryways, public space, and comdors in the Complex; to interrupt or temporarily suspend Complex services and facilities; to change the name of the Complex; and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Complex; (b) To take such reasonable measures as Landlord deems advisable for the security of the Complex and its occupants; evacuating the Buiiding or the Complex for cause, suspected cause, or for drill purposes; temporarily denying access to the Complex; and closing the Building or the Complex after normal business hours and on 5undays and holidays, subject, however, to TenanYs right to enter when the Complex or the Building is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to rime; and (c) To enter the Premises at reasonable hours to show the Premises to prospecdve purchasers, lenders, or, during the last 12 months of the Term, tenants. 22. Substitution Space. Upon 60 days' prior notice, Landlord may, at Landlord's expense, relocate Tenant within the Complex to space which is comparable in size, utiliry and condition to the Premises. If Landiord relocates Tenant, Landlord shall reimburse Tenant for TenanYs reasonable out-of-pocket expenses for moving Tenant's fumiture, equipment, and supplies from the Premises to the relocation space and for reprinting TenanYs stationery of the same qualiry and quantity as TenanYs stationery supply on hand immediately before Landlord's notice to Tenant of the exercise of trus relocauon right. Upon such relocaaon, the relocation space shall be deemed to be the Premises and the terms of the Lease shall remain in full force x:�oc�scc�iooazs -14- 9� 33� and shall apply to the relocaaon space. Tf requested by Landlord, the parties shall enter into an amendment specifying the relocadon premises and such other matters as to which the parties may agree. 23. Miscellaneous (a) Landlord Transfer. Landlord may transfer all or any portion of the Complex and any of its rights under this L.ease, and upon such transfer will be released from any further obligations hereunder, effective as of the date of the uansfer. (b) Limitation on Landlord's Liabilitv. Tenant agrees to look solely to Landlord's interest in the Complex for the recovery of any damages for a breach by Landlord of this Lease, and agrees that none of Landlord, its officers, directors, shareholders, par[ners, emplayees or agents shall be personally liable foz any default by Landlord under this I.ease or for any damages therefor awarded to Tenant. The provisions of this Section 23(b) shall not limit any remedies which Tenant may have for Landlord's defaults which do not involve the personal liability of Landlord. (c) Force Majeure. Other than for TenanYs obligations under this L,ease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either Landiord or-: Tenant, such party shall not be liable or responsibie for, and there shall be excluded from the ` computauon of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the control of sach party. _ {d) BrokeraQe. Except for the brokers named in the Data Sheet, whose commission or commissions shall be paid as stated in Data Sheet, neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, and Tenant and Landlord each hereby agrees and defend and indemnify and hold the offier harmless from and against all costs, expenses, attorney fees, and other liability for commissions or other compensation claimed by any broker or agent clauning the satne by, through, or under the indemnifying parry. (e) Fstopoel Certificates. From ume to time, Tenan[ shall furnish to any party designated by Landlord, within ten days after Landlord has made a request therefor, a certificate signed by Tenant confizming and containing such factual certifications and representations as to this L.ease as Landlord may reasonably request. (� Notices. Any notice required herein shall be in writing and shall be deemed effecfive and received (a) upon personal delivery; (b) five days after deposit in the United States mail, certified mail, retum receipt requested, postage prepaid; or (c) one business day after deposit with a national overnight air courier, fees prepaid, to Landlord or Tenant at the addresses specified in the Data Sheet. Either party may designate an additional or another �:�oc�scc�iooau -15- 9�-�.� address upon giving notice to the other party pursuant to this Section 23(�. For the purposes of this L.ease, "business day" shall mean a day which is not a Saturday, a Sunday or a legal holiday of the United 3tates of America. (g) SeQarabilitv. If any clause or provision of trus Lease is illegal, invalid, or unenforceahle under present or future laws, then the remainder of this L,ease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as sunilar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid, and enforceable. (h) Amendmenu: Binding Effect. This L.ease may not be amended except by instrument in wrifing signed by Landlord and Tenant. This I.ease shall inure to the benefit of and be binding upon Landlord and Tenant, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant and, other than a Mortgagee, no third party shall be deemed a third party beneficiary of this Lease. (i) Quiet Enioyment. Provided Tenant has performed all of its abligations hereunder, _ Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and condiUons of this Lease. (j) No Mereer. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or hoids, direcUy or indirectty, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate. (k) No Offer. The submission of this I,ease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless L.andlord executes a copy of this Lease and delivers it to Tenant. (1) Enrire Agreement. This Lzase constitutes the entire agreement between Landlord and Tenant regarding the subject matter of this Lease and supersedes all oral statements and prior writings relating thereto. (m) WAiVER OF .iURY TRIAL. TO TI� MAXIMUM EXT`ENT PERMTTTED BY LAW, LANBLORB AND TENANT EACH WATVE THE RIGHT TO A TRIAL BY NRY IN ANY LITIGATION ARISING OiIT OF OR WTTH RESPECT TO TFIIS LEASE. (n) Governine Iaw. This Lease shall be governed by and construed in accordance with the intemai laws of the State of Minnesota and the federal and state courts of Minnesota shall have exclusive jurisdiction over all claims and disputes relating to or arising in connection with this I.ease. -16- q7-33�- (o) Joint and Several Liabilitv. If Tenant is comprised of more than one party, each such party shall be jointly and severally liable for TenanYs obligations under this Lease. (p) Financial Reoorts. Within 15 days after Landlard's request, Tenant will furnish TenanYs most recent audited fmancial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other fmancial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, TenanYs intemally prepued fmancial statements. Tenant will discuss its financial statemenu with Landiord and will give Landiord access to Tenant's books and records in order to enable Landlord to verify the fmancial statemenu. Landlord wlll not disclose any aspect of Tenant's financial statements that Tenant designates to Landlord as confidential except (a) to Landlord's lenders or prospective purchasers of the project, (b) in litigation between Landlord and Tenant, and (c) if required by court order. (q) Landlord's Fees. Whenever Tenant requests that Landiord take any action or give any consent required or permitted under this L.ease, Tenant will reimburse Landlord for Landlord's reasonabie costs incurred in reviewing the proposed acaon or consent, including without limitation reasonable attomey, engineer or architect fees, within ten days after Landlord's delivery to Tenant of a statement of such �osts. Tenant will be obligated to make such reimbursement without regard to whether Landiord consents to any such proposed action. (r) Telecommunications. Tenant and its telecommunications companies, including but not limited to local exchange telecommunications companies and alternative access vendor services companies shall have no right of access to and within the Comgiex, for the installation and operation of telecommurucations systems including but not limited to voice, video, data, and any other telecommunications services provided over wire, fiber optic, microwave, wireless, and any other transmission systems for part or all of Tenant's telecommunications within the Compiex and from the Compiex to any other location without Landlord's prior written consent. (s) Confidentialitv. Tenant acknowledges that the terms and conditions of this Lease are to remain con£idential for the Landiord's benefit, and may not be disclosed by Tenant to anyane, hy any manner or means direcfly or indirectly, without Landlord's prior written consent. The consent hy the Landlord to any disclosures shall not be deemed to be a waiver on the part of the Landiord of any prohibition against any future disclosure. (t) DLSCLAIlVIER. LANDLORD AND TENANT EXPRES5LY DISCLAIM ANY INIPLIED WARRANTY THAT THE PREMISES ARE SUTTABLE FOR TENA IYT'S INTEI�DED USE, AND TENANT'S OBLIGAT`ION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON TI� CONDTITON OF THE PREMISES OR Tf� PERFORMANCE BX LANDLORD OF TTS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF TTS DUTIES OR OBLIGATIONS HEREUNDER, WHE7`HER EXPRESS OR Il�IPLIED. TENANT x:�ocvscc�ioosis - I7- 9� 33�-- A�REES 'THAT, E%CEPT AS EXPRESSLY PRO VIDED OTHERWISE IN THIS LEASE, LANDLORD HAS MADE NO REPRESENTATION OR WARI2ANTY OF ANY KIND TO TENANT. (u) Legal Fees. Tn the event of any litigation to enforce or interpret the terms of this Lease, the prevailing parry shall be entifled to an award of its attomey fees and disbursements, ihrough all appellate Ievels. Notwithstanding the foregoing, if Landlord commences any action against Tenant which acfion settles at or prior to any trial in connection therewith, Landlord shall be entitted to recover from'I'enant Landlord's attomey fees and disbursements and the same sha11 be payable by Tenant to Landlord with the next installment of Net Rent falling due. (v) Sections. All references in this Lease to a"Section" shall, unless expressly stated otherwise, refer to such Secaon of this Lease. THIS LEASE is dated as of the date first above written. LANDLORA: n �� r �� (�n �ft!'�� WI3RB REAL ESTATE LIMITED PARTNE IP, a {�� `J Del ware limited partnership �� l � �� By: WHRB Gen-Par Inc., a Delaw corporation, its j�I.,VLcYPX (j`V�� b�"ee�•�glb°�_ neral partner U � zu: TENANT: By: � AU�, POLI�/DEPARTMENT City Attomey � Finance and Management Services x:wocuccuaoszs _ 1 g_ 9��-3�� EXHIBTT A OUTLINE OF PREMISES [See Attached) v:�oasccuooazs A-1 9� .�3�. EXHIBTT B BUILDING RULES AND REGULATIONS The following rules and regulations shall apply to the Premises, the Complex, the parking garage associated therewith, and the appurtenances thereto: 1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Complex. 2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or offier unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant. 3. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Complex wathout the prior written consent of Landlord: No nails, hooks or screws sha11 be driven or inserted in any part of the Complex except by Complex maintenance personnel. No curtains or other window treatments shall be placed between the glass and the Complex standazd window treatments. 4. Landlord shall provide and maintain an alphabetical directory for all tenants in the main lobby of the Complex. 5. Intenaonally omitted. 6. Movement in or out of the Complex of fumiture or office equipment, or dispatch or receipt by tenants of any bulky material, merchandise or materials which require use of elevators or stairways, or movement through the Complex enuances or lobby shall be conducted under Landlord's supervision at such times and in such a manner as Landlord may reasonably require. Each tenant assumes aIi risks of and shall be liable for all damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant. 7. Landlord may prescribe weight limitations and determine the locaaons for safes and other heavy equipment or items, which shall in all cases be placed in the Complex so as to distribute weight in a manner acceptable to Landlord which may include the use of such x:woc�scc+ioosu & 1 q� �3� supporting devices as L.andlord may require. All damages to the Complex caused by ffie installation or removal of any property of a tenant, or done by a tenanYs property while in the Complex, shall be repaired at the expense of such tenant. S. Comdor doors, when not in use, shall be kegt closed. AIothing shall be swept or thrown into the comdors, halls, elevator shafts or stairways. No birds or animals shall be brought into or kept in, on or about any tenanYs leased premises. No portion of any tenanYs premises shall at any time be used or occupied as sleeping or lodging quarters. 9. Tenants shall cooperate with Landlord's empioyees in keeping iu premises neat and c1ean. Tenants shall not employ any person for the purpose of such cleaning other than the Complex's cleaning and maintsnance personnel. 10. To ensure orderly operation of the Complex, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord. 11. Tenants shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Complex or otherwise interfere in any way with other tenants or persons having business with them. 12. No machinery of any kind (other than normal office equipment) shall be operated by any tenant on iu leased area without Landlord's prior written consent, nor shall any tenant use or keep in the Complex any flammable or explosive fluid or substance. 13. Landlord will not be responsibie for lost or stolen personai property, money or jewelry from tenant's leased premises or public or common azeas regardless of whether such loss occurs when the area is locked against entry or not. 14. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord. 15. Intentionally omitted. lfi. Intentionally omitted. x:�oc�scc�,00sss B-2 q�-33� EXHLBTT C TEI3AIVT FII3ISH WORK 1. I.andlord, at its sole cost and at its sole discretion, shall perform such work (ffie "Work") in the Premises as Landlord and Tenant may hereafter agree in writing. Tenant hereby agrees (a) to accept the Premises in their "AS-IS" condition on the date Landlord tenders possession of the Premises to Tenant and (b) that except for such Work as Landlord may agree to perform in its sole discretion and which has been approved by Tenant, Landlord shall have no ob]igation ta perform any work in the Premises (including, without limitation, demolition of any improvements existing therein or construction of any tenant fmish-work or other improvements therein), and sha11 not be obligated to reunburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein. 2. The taking of possession by Tenant shall be deemed conclusively to establish that the Premises are in good and satisfactory condition as of when possession was so taken, except as L.andlord may have agreed to the conuary in writing prior to such taking of possession by Tenant. x:�oc�sccuooau G 1 9�-33�- ��: � i�.:�c.i�rs� Tenant may use four undesignated parking spaces in the parking garage/area associated with the Complex {the "Parking Area") during the uritial Term free of charge, subject to such terms, conditions and regulauons as are from tune to time applicable to pauons of the Parking Area, provided that Tenant shall make all reasonable efforts to keep at least two marked police vehicles parked in the Parking Area at all times. Tenant acknowledges that Landlord is providing such parking spaces in consideration for TenanYs maintaining marked police vehicles parked in the Parking Area. x:�oc�ccuooazs D-1 �,., y ►�JTI PA�AL SOTA Presented By: Referred To: 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 CouncilFile # %,3�j� Green Sheet Committee:Date: RESOLVED, that the proper�i4y^effffcials are hereby authonized and directed to execute agreements with the Griffin Companies which include indemnff'ication clauses to save and hold the Landlord harmless from any and all claims arising out of the city's use of Suite #274, located in the Galtier Plaza at 175 East Sth Street, St. Paul MPI. A copy of said agreement is to be kept on file and of record in the Real Estate Division. Rettman Adopted bp Council: Date: By: Appr By: by Council Secre �-- � �f� �_ oved by Mayor: Date: � �� c,u.ziExsxrs �S Approved by May r for Submission to Council: By: � VL Requested by Aepartment of: ,z � �3 � ��5 o�,.,�M,�,��o�N�� DATEINITIATED GREEN SHEE Police Department 2(25/97 � RiA � ATE iNmnwa� CONTAGT PEHSSaN 6 PHONE � DEPARfMENT DIRECTOR � GRY COUNCR Chief Finney 292-3588 "u�a �CITYATfOFiNEY �CIT/CLERK NUMBERFOR MUST BE ON COUNCIL AGENOA BV (DATE) pp�p„� � BUOGET �IREGTOR O FlN. & MC+T. 5ERVICES �IR. OqDER � MAYOF (OR ASSISTANn O TOTAL # OF SIGNATURE PAGES � (CLIP ALL LOCATIONS FOR SIGNATURE) ACiION REQUESTEO: Pass the attached council resolution allowing the Saint Paul Police Depart- ment to enter into a contract with the Griffin Companies for space f.or a sub-station in Galtier Plaza. RECqMMENOAT�ONS: Approve (A) or Rejact (R) pERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLIOWING QUESTIONS: _ PUNNMG CAMMISSIQN _ CIVIL SERVICE COMM�S510N �� Has this petsonflirm ever worked untler a contr�ct for this departmeni? _ CIB COMMITiEE _ YES NO _ STAFF 2. Has ihis personlfirm ever been a city employee? — YES NO _ DISTRICi CAURT _ 3. Does this Brson/firm p possess a skill not normally possessed by any cUrreM ciry employee? 3UPPORTS WHIGH CAUNGI OB,IEGTIVE? YES NO Explain all yes answers on separate sheet and aHach to green sheet lNIT1ATWG PROBLEM, ISSUE.OPPORTUNItt(W1w, What, When, Where, Why): The City of Saint Paul, through it's Police Department, current2y has a short-term lease in effect for space in Galtier Plaza for a police sub- station. The Griffin Companies wishes to amend that lease to a term of 36 months. They in return will make, at their expense, necessary remodeling in the currently leased space. ADVANTAGESIFAPPR�VED' The Police Department will be the 3enefactor of more efficient and productive office space at no cost to the City. The Ilepartment plans on a long-term presence in the facility so this lease simply guarantees that. �ECEBH�.� tlI5A0VANTA(3ES IF APPR�VED: ia �� y �� None �;ss��3ifi`� ��:a`�tt�? ��:�3 �Fc�'�?'� �r4C� �IAR 17 1997 [:::�;s 2 `� t�9� ��`�' ��'��'�� _��.,,4 .. OISADYANTAGESIFNOTAPPROVEO: '� The current su�station will not he as efficient or productive as it could he and more importantly it �rill not be as accessible to the public: TOTAL AMOUNT OF iRAN5ACT10N S COST/REVENUE BUDGETEp (CIRCLE ON� YES NO FUNDItdG SOURCE ACTIVITY NUMBER FtNANC1Al INFORFnAT10N: (EXPLAIN) � � �� LEASE BETWEEN WHRB REAL ESTATE LIMITED PARTNERSAIP, as IandIord, AND THE CTTY OF SAINT PAUL POLICE DEPARTMENT, as tenant Dated February _, 1997 n:�oc�scc�ioosu 9� �3�-- LEASE THIS I,EASE (the "Lease") is entered into as of February _, 1997, between WHRB REAL E3TATE LIMITED PARTNERSHIP, a Delawaze limited paruiership ("Iandlord"), and THE CITY OF SAINT PAUL PQLICE DEPART'MENT {"Tenant"). FOR AND IN CONSIDERATTON of the agreements contained iii this Lease and for other good and valuable consideraflon, the receipt and legal sufflciency of which the parties hereby acknowledge, the parties agree as follows: DATA SHEET This data sheet provides a reference to the basic business terzns of the I.ease. In the event of any inconsistency between the Data Sheet and the balance of the L.ease, the balance of the Lease shali controi. Premises: The premises ("Premises") consist of 3uite No. 279 containing approximately 2,743 rentable square feet as depicted on Exhibit A. attached to, and hereby made a part of, this I.ease, in the buiiding located at 175 East Fifth Sueet, Saint Paul, Minnesota 55101 (the "Building"). The Building, together with the other buildings owned by Landlord and located in the complex known as Galaer Plaza are the °Complex." Term: Subject to the provisions of Section 2, the initial term of this Lease shall be 36 months, commencing on 19_ (the "Commencement Date"), and terminafing at 5:00 p.m. on , uniess eazlier terminated pursuant to the provisions of this Lease. Guarantor's Name and Address: Not agplicable. Rent: Gross rent {"Gross Rent") net of all other sums owed under this I.ease shall be ane dollar per calendar year. Security Deposit: None. Brokers: Landlord's broker, whose commission will be paid by Landlord is Grif�n Companies. Tenant has not been represented by any broker. x:�oac�scc+iaosu _ 1 _ . 9� 33 z E7chibits: The following e�ihits, together with all schedules and other attachments to the following exhibits, are hereby incorporated into and made a part of this Lease: Landlord's Address for Notices: Landlord's Address for Rent: Tenant's Address for Notices: x:�noc�cc�ioosu Exhibit A- Outline of Premises Exhibit B- Building Rules and Regulations E�ibit C- Tenant Fuush Work E�chibit D - Pazking WHRB Real Estate Limited Partnership c/o Galtier Plaza Management Office 175 East Fifth Street, Suite 315, Box 77 St Paul MN SS101 WHRB Real Bstate Limited Par[taership c/o Griffin Companies Suite 300 510 Marquette Avenue Minneapolis MN 55402 St. Paui Police Department 175 East Fifth Street Space 279 St. Paul MN 55101 Attention: Commander Stumer -2- 9� 33� l: Lease. Subject to the terms of this Lease, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord. 2. Term. The term of this Lease (the "Term") shall be the uritial term referred to in the Data Sheet, together with any renewal terms referred to in the Data Sheet. Notwithstanding the provisions of the Data Sheet, if the Premises are not ready for occupancy by Tenant on the scheduled Commencement Date, then (a) the date L,andlord tenders possession of the Premises to Tenant shall be the Commencement Date, (b) the Term shall be extended by the time between the scheduled Commencement Date and the date on wtuch Landiord tenders possession of the Premises to Tenant, (c) Landlord shall not be in defauit hereunder or be liable for damages therefor, (d) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant, and (e) if the date Landlord tenders possession of the Premises to Tenant is not the first day of a calendar month, then the Term shall be 8xtended by the number of days between such tender of possession and the first day of the next month. 3. Rent (a) Gross Rent. Tenant shall pay Gross Rent in the amounts specified in the Data_ Sheet to Landlord in advance on or before the first day of each year without deducrion or set off, at the address for Rent specified in ffie Data Sheet, except that Tenant shall Gross Rent for the first calendar year of the Term contemporaneousiy wich the execution of this Lease. (b) Rent. All sums other than Gross Rent owed by Tenant to Landlord pursuant to this Lease shall be deemed and shall constitute, for all purposes, rent under this L.ease; collectively all such other sums owed by Tenant under this I.ease together with Gross Rent are "Itent." 4. Security Deposit. Intentionally omitted. 5. Landlord's Obli ag tions (a) Services. Landlord shall furnish to Tenant the following: (1) water at those points of supply provided for general use of cenanu of the Building; (2) heated and refrigerated air conditioning as appropriate, at such temperatures and in such amounts as aze standard for comparable buildings in the vicinity of the Building; (3) janitorial service to the Premises on weekdays, other than holidays, for Complex-standard installations and such window washing as may from time to time be reasonably required and reasonably determined by Iandlord; (4) elevators for ingress and egress to the floor on which the Premises aze located, in common with other tenants, provided that Landlord may reasonably limit the number of operating elevators during non-business hours and holidays; and (5) electrical current during normal business hours for equipment rhat does not require more than 110 volts and whose electrical energy consumption does not exceed normal office usage. Landlord shall maintain the common areas of the Building in reasonably good order and condition, except for damage caused by Tenant, or its employees, agents' or invitees. x:�oc�scc�ioosss -3- 9'� �3� (b) Excess Utility Use. I.andlord shall not be required to fumish electricai current for equipment that requires more than 110 volts or other equipment whose electrical energy consumption exceeds normal office usage. If TenanYs requiremenu for or consumption of electricity exceed the electricity to be provided by Landlord as described in Section 5(a), Landlord shall, at Tenant's expense, make reasonable efforts to supply such service through the then-existing feeders and risers serving the Building and the Premises, and Tenant shall pay to Landlord the cost of such service within ten days after L,andiord has delivered to Tenant an invoice therefor. Landlord may determine the amount of such additional consumption and potential consumption by any ve�able method, including installation of a separate meter in the Premises installed, maintained, and read by Landlord, at TenanYs expense. Tenant shall not install any electrical equipment requiring special wiring or requiring voltage in excess of 110 volu or otherwise exceeding Building capacity unless approved in writing in advance by Landiord. T'he use of elactricity in the Premises shall not exceed the capacity of existing feeders and risers to or wiring in the Premises. Any risers or wiring required to meet TenanYs excess electrical requirements shall, upon TenanYs written request, he installed by Landlord, at TenanYs cost, if, in Landlord's judgment, the same are necessary and shall not cause permanent damage to the Building or the Premises, cause or create a dangerous or hazardous conditaon, entail excessive or unreasonable alterations, repairs, or expenses, or interfere with or disturb other tenants of the Buiiding. If Tenant uses machines or equipment in the Premises which - affect the temperature otherwise maintained by the air conditioning system or otherwise overload any utility, Landiord may install supplemental air condiaoning units or other supplemental equipment in the Premises, and the cost thereof, including the cost of installadon, operation, use, and maintenance, shall be paid by Tenant to Landlord within ten days after L,andlord has delivered to Tenant an invoice therefor. (c) Restorarion of Services: Abatement. Tenant shall immediately notify Landlord of any interruption or cessation of any service which this Lease requires Landlord to provide. Landlord shall use reasonable efforts to restore any such service that becomes unavailable; however, such unavailability shall not render Landlord liable for any damages caused thereby, be a constructive evicdon of Tenant, constitute a breach of any unplied warranty, or entitle Tenant to ac�y abatement of Tenant's obligations hereunder, including, without limitation, payment of Rent. 6. Improvements: Alteraflons: Re�airs• Maintenance (a} Improvements: Alterations. Except as expressly provided otherwise in this Lease, improvements to the Premises shall be installed at TenanYs expense only in accordance with plans and specifications which have been previousiy submitted to and approved in writing by Landlord. No aiterations or physicai additions in or to the Premises may be made without Landlord's prior written consent, which shall not be unreasonably withheld or delayed; however, Landlord may withhoid iu consent, in iu sole discretion, to any alteration or addition that would affect the BuIlding's structure or its HVAC, plumbing, electrical, or mechanicai systems. Tenant shall not paint ar install lighting or decorations, signs, window or door lettering, or advertising media of any type on or about the Premises without the prior written consent of x:�oc�scaiooszs _4_ ��:�3�- Landlord, which shall not be unreasonably withheld; however, Landlord may withhold its consent to any such painting or installation which would, in Landlord's sole opurion, affect the appearance of the exterior of the Building or of any common areas of the Building. All alterations, additions, or improvements made in or upon the Premises shall, at Landlord's option, either�be removed by Tenant prior to the end of the Term (and Tenant shall repair all damage caused thereby), or shall remain on the Premises at the end of the Term without compensation to Tenant. All alterations, additions, and improvemenu shail be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all laws; Landlord's approval af the plans and specifications therefor shall not be a representation by Landlord that such alterations, additions, or improvements comply with any law or aze fit for any use. (b) Repairs: Maintenance. Tenant shall maintain the Premises in a clean, safe, and operabie condition, and shall not permit, or allow to remain, any waste or damage to any portion of the Premises. Tenant shall subject to Landlord's direction and supervision, repair or replace, at Tenant's sole cost all damage to the Complex caused by Tenant, Tenant's employees, or agents, contractors, or invitees. If Tenant fails to make such repairs or replacements within 15 days after the occunence of such damage, then Landlord may make the same at Tenant's cost. If any such damage occurs outside of the Premises, then Landlord may elect to repair such daznage at TenanYs expense, rather than having Tenant repair such damage. The cost of all repair or replacement work performed by Landiord under this Section 6 shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. (c) Performance of Work. All work described in this Section 6 shall he performed only by Landlord or by contractors and subcontractors approved in writing by Landlord. Tenant shall cause all conuactors and subcontractors to procure and maintain insurance coverage nazning Landlord as an additional insured against such risks, in such amounis, and with such companies as Landlord may reasonably require. All such work shall be performed in accordance with all legal requirements and in a good and workmanlike manner so as not to daznage any part of the Premises or the Complex. (d) Mechanic's Liens. Tenant agrees to prompdy pay all sums of money in respect of any labor services, materials, supplies or equipment furnished or alleged to have been furnished to Tenant or anyone holding the Premises or any part thereof, through, or under Tenant in, at or about the Premises, or furnished to Tenant's agents, employees, contractors or subcontractors, which may be secured by any mechanic's, material supplier's or other type of lien against any part of the Complex or the Landlord's interest therein (a "Lien"). Tenant shall notify Landlord of the filing of any Lien within three days after receiving notice of such fiIing. If Tenant fails, within 20 days after the date of the filing of the Lien, to discharge such Lien or pursuant to Minn. Stat. § 514.10 deposit into court a sum determined by the caurt, Landlord may but shall not be required or expected to, remove such Lien in such manner as Landlord may, in its sole discretion, determine, and the full cost thereof, together with all Landlord's fees and costs, including attorney fees, shall be due and payable by Tenant to Landlord immediately upon TenanYs receipt of Landlord's notice therefor. Tenant acknowledges that Landlord may post notice on the Premises of non-responsibility for such Liens and, in such event, Tenant shall r:�oc�sccuoosu _ j_ �7 33a- so advise all contractors, materialmen, suppliers and other persons performing work or providing services and/or supglies to the Premises on behalf of Tenant. 7. tJse. Tenant shall continuously occupy and use the Premises only for operating a police substation for the purpose of conducting police work in the immediate community (the "Permitted Use") and shall comply with all laws, orders, rules, and regulations relating to the use, condition, access to, and occupancy of the Premises. The Premises shall not be used for any use wlvch is disreputabie, creates extraordinary fire hazards, or resuits in an increased rate of insurance on the Complex or its contents, or for the storage of any hazardous materials or substances. If, because of TenanYs acts, the rate of insurance on the Complex or its contents increases, such acts shall be an Event of Default, and Tenant shall pay to Landlord the aznount of such increase on demand, provided however that acceptance of such payment shall not waive any of Landlord's other righis. Tenant shall conduct its business and controi its agents, employees, and invitees in such a manner as not to create any nuisance or unreasonabiy interfere with other tenants of the Compiex or with Iandlord's management of the Complex. 8. Assienment and Sublettin�. (a) Transfers. Tenant shall not do any of the following (each a"Transfer") without the prior written consent of Landlord: (1) assign, transfer, or encumber this L,ease or any estate or interest herein, whether direcdy or by operation of law, (2) permit any other entity to become Tenant heteunder by merger, consolidation or other reorganization (3) if Tenant is an entity other than a cotporation whose stock is publiciy uaded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet all or any portion of the Premises, (5) grant any license, concession, or other right of occupancy of all or any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant. Tenant may request Landlord's consent to a Transfer by delivering to Landlord a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: its name and address; reasonably sarisfactory information about iu business and business history; its proposed use of the Premises; banking financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's credit worthiness and character. Landlord shall not unreasonably withhold iu consent to any requested Transfer if the proposed transferee (A) is creditworthy in accordance with Landlord's then-cunent credit standards for prospective tenants of the Complex of the proposed transferee's type and size, (B) has a good reputation in the husiness community, (C} in Landlord's opuuon does not compete with any tenant in the Complex, and (D) is not another tenant of the Complex; otherwise, Landiord may withhold its consent in iu sole discretion. Concurrendy with request for Landlord's consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall aIso reunburse I.andlord immediately upon request for Landlord's attorney fees incurred in connection with considering any request for consent to a Transfer. If Landlord consenu to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the x:�oc�scc�iooau _6_ ��-�3� Premises shall be liable only for obligations under this Lzase that aze properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord's consent to a Transfer shall not release Tenant from its obligaaons under this Lease, but rather, Tenant and its transferee shall be joindy and severally liabie therefor. Landlord's consent to any Transfer shall not waive Landiord's rights as to any subsequent Transfers. If an Event of Default accurs while the Premises or any part thereof are subject to a Transfer, then Landiord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such renu against the Rent and falling due hereunder from time to time. Tenant authorizes iu transferees to make payments of rent direcdy to Landlord upon receipt of notice from Landlord to do so. (b) Cancellation. Landlord may, within 3o days after TenanYs delivery to Landlard of a written request for Landlord's consent to a Transfer, cancel this Lease as to any portion of the Premises proposed to be sublet, assigned or otherwise transferred, as of the date the proposed Transfer is to be effecdve. If Landlord cancels this Lease as to any portion of the Premises, this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises_ to the prospecuve transfetee (or to any other person) without liability to Tenant. (c) Additionai Compensation. Tenant shail unmediately notify Landlord of any compensation or consideration Tenant receives in connecuon with any Transfer (regardless of whether Landlord has consented to such Transfer), and shall pay to Landlord, immediately upon receipt thereof and without demand therefor, the excess of all such compensation and consideration received by Tenant less the costs reasonably incurred by Tenant payable to unaffiliated third parties in connecuon with such Transfer, such as brokerage commissions, tenant fuush work auorney fees and similaz costs. (d) A.ssignment of Subrents. Tenant hereby inevocably assigns to Landlord all rents due or to become due from any assignee or transferee of or sublessee under this L.ease or any tenant or occupant of the Premises or any part thereof, and authorizes and empowers Landlord in the name of Tenant or otherwise, to collect and receive the same, provided that, so long as Tenant is not in default under llus Lease beyond the expiration of the applicable cure periods, if any, provided herein, Tenant shall have the right to collect and receive such rents for its own uses and gurposes. Upon any default by Tenant under this Lease, Landlord shall have absolute tifle to such rents and the absolute right to collect and receive the sazne. Landlord shall apply to the Rent due under this Lease the net amount (after deducting all costs and expenses of collection, including, without limitation, attorney fees and expenses) of any renu so collected and received by it. 9. Insurance: Waivers: Subrogation; Indemnitv (a) Insurance. Tenant, being an arm of the City of Saint Paul, has deemed itself self- insured. v:�noc�scc�toas2s _�_ 9� :33� (b) Waiver of Ne�gence; No Subro aP tion. Landlord and Tenant each waives any claim it might have against the other for any damage to or theft, destrucaon, loss, or loss of use of any properry (a "Loss"), to the extent the same is insured against under any insurance policy or other insurance protECtion that covers the Complex the Premises, Landiord's or TenanYs fixtures, personal property, leasehold improvemenu, or business, or is required to be insured against under the terms of this Lease, regardless of whether the negligence of the other party caused or contributed to such loss; provided, however that Landiord's waiver shall not include any deductible amounts on insurance policies carried by Landlord or to any coinsurance penaity which Landlord may sustain. Landlord shall cause iu insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against Tenant. Tenant as a self-insured entity, agrees to waive its right of recovery against Landlord under any agplicabie subrogation or other theories against Landlord. (c) Indemnitv. Subject to Section 9(b), Tenant shall defend, indemnify, and hold harmless Landiord and its representauves and agenu from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including attomey fees and court costs through all appellate levels) arising from (i) any Loss or injury to or death of any person arising from any occurrence on the Premises or (u) Tenant's failure to perform its obligations under this Lease, even though caused or alleged to be caused by the negligence or fault of Landlord or its agents (other than a Loss or injury to or death of any person arising from the sole or gross negiigence of Landlord or its agents), and even though any such claim, cause. of action, or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents. This indemnity is intended to indemnify Landiord and its agents against the consequences of their own negligence when Landlord or its agents are jointly, comparauvely, contributively, or concurrenfly negligent with Tenant. This indemnity provision shall survive termination or expirauon of this Lease. If any proceeding is commenced for which indemnity is required hereunder, Tenant agrees upon request therefor, to defend the indemnified party in such proceeding at its sole cost uulizing connsel sausfactory to the indemnified pazty. 10. Subordination: Attornment: Notice to Morteagee• Consent to Restrictions. (a) Subordination. This Lease is and shall be subordinate to any deed of trust, mortgage or other securiry instrument, or any ground lease, master lease, or primary lease, that npw or hereafter covers all or any part of the Premises (each a"Mortgage"; the beneficiary, mortgagee or lessor under any Mortgage is a"Mortgagee"). Any Mortgagee may elect, at any time unilaterally, to make this Lease superior to its Mortgage by so notifying Tenant in writing. (b) Attornment. Tenant shall attorn to any par.ry succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of iease, or otherwise, upon such party's request, and shall execute such agreements co�rming such attomment as such party may reasonably request. (c) Notice to Morteaeee. Tenant shall not seek to enforce any remedy it may have for any default on the part of the Landlord hereunder without first giving written notice by x:�ocucc�ioosu _g_ 97-.�.3� certified mail, return receipt requested, specifying the default in reasonable detail, to any Mortgagee whose address has been given to Tenant, and affording such Mortgagee a reasonable oppartunity to perform Landlord's obligaaons hereunder. (d) Consent to Restrictions and Easement Agreement. This Lease is subordinate to that certain First Amended Declaration of Covenanu, Conditions, Restricaons and Easements dated December 24, 1985 (the "Agreement"). Tenant agrees that the Agreement may be amended without further consent by Tenant and that the Lease shall be automaticaliy subordinate to all such amendments, whether made before or after the date of this Lzase. Tenant shall execute and deliver, in recordable form, within three business days, any instrument Landlord may zequest for the purpose of conf'irming the subordination of this Lease to the Agreement andlor Tenant's consent to any amendment to the Agreement. 11. Rules and Re uladons. Tenant shall comgly with the rules and regulations which are attached to, and hereby incorporated into, the Lease as Exhibit B. Landiord may, from time to tune, change such rules and regulafions, provided that such changes are applicable to all tenants of the Building and will not unreasonably interfere with TenanYs use of the Premises. Tenant shall be responsible for the compliance with such rules and regulations by its employees, _ agents, contractors and invitees. 12. Condemnation. (a) Total Takine. If the entire Premises are taken by right of eminent domain or conveyed in lieu thereof (a "Taking"), this Lease shall terminate as of the date of the Taking. @) Partial Taking - Tenant's Ri�. If any part of the Complex becomes subject to a Taking and such Taking will prevent Tenant from conducting its husiness in the Premises in a manner reasonahly comparable to that conducted immediately before such Taking for a period of more than 180 days, Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after the Taking, and Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease, Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by. the Taking. (c) Partial Taking - Landlord's RiEhts. If any material portion, but less than all, of the Complex becomes sub}ect to a Taking, or if Iandlord is required to pay any of the proceeds received for a Taking to a Mortgagee, then Landlord may terminate this Lease by delivering written nouce rhereof to Tenant within 30 days after such Taking, and Rent shall be apportioned as of the date of snch Taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, Rent shall abate as provided in the last sentence of Section 12(h). (d) Awards. Upon any such taking or purchase, Landlord shall be entitled to receive and retain the entire award or consideradon for the affected lands and improvemenu, subject to the rights of the holder of any Landlord's Mortgage, and Tenant shall not have nor advance any x:�ooc�scaioosu _g_ 9� �.�� ciaims against Landlord or the condemning authority for the value of its property or iu leasehold estate or the unexpired Term, or business interruprion expense or any other damages arising out of such taking or purchase; provided, the foregoing shall not be construed to preclude Tenant from seeking and recovering on its own account from the condemning authority any separate award or compensation attributable solely to the taking or purchase of Tenant's chattels or trade fixtures ar attributable to TenanYs relocation expenses provided that any such sepazate ciaim by Tenant shall not reduce or adversely affect the amount of Landlord's award. If any such award made or compensation paid to either party specifically includes an award or amount for the other, the parry first receiving the same shall prompdy account therefor to the other. 13. Fire or Other Casualtv. (a) Repair Estimate. If the Premises or the common areas of the Complex are damaged by fire or other casualry (a "Casualty"), Landlord shall, within 90 days afier such Casualty, deliver to Tenant a good faith estimate (the "Damage Notice") of the time needed to repair the damage caused by such Casualty. (b) I,andlord's and TenanYs Riehts. If a material portion of the Premises or the- common areas of the Complex is damaged by Casualty in a manner that prevents Tenant from conducting iu business in the Premises in a manner reasonably compuable to that conducted immediately before such Casualry and Landlord estimates that the damage caused thereby cannof be repaired within 270 days after the Casualty, Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within 30 days after the Aamage Notice has been delivered to Tenant. Tf Tenant does not so timely terminate this Lease, then (subject to Section 13(c)) Landlord shall repair the daruage refened to in the Damage Notice, as provided below, and Net Rent for any portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of the repair, unless Tenant caused such damage, in which case, Tenant shall continue to pay Rent without abatement. (c) Landlord's Riehts. If a Casualty damages a material portion of the Complex, and Landlord makes a good faith determinafion that restoring the Complex would be uneconomical, or if Landlord is required to pay any insurance proceeds arising out of the Casualty to a Mortgagee, then Landlord may terminate this Lease by giving written notice of iu election to terminate within 30 days after delivering the Damage Notice to Tenant, and Rent shall abate as of the date of the Casualty. (d) Repair Oblig,ation. If neither parry elecu to terminate this Lease following a Casualty, then Landiord shall, within a reasonable time after such Casualry, begin to repair the Premises and the common areas of the Complex and shall proceed with reasonable diligence to restore the Premises and the common areas of the Complex to substantially the same condition as they existed immediately before such Casualry; provided however, Landlord shall not be required to repair or repiace any of TenanYs personal property, including, without limitation, furniture equipment, fixtures, and other improvements which may have been placed in the x:�oc�scc�ioosu -10- q7 �33� Premises by, or at the request of, Tenant and Landlord's obligation to repair or restore the Premises or the common areas of the Complex shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question. (e) Removal of Personal Propertv. In the event of any damaga or destruction to the Building or the Premises by any geril contemplated by this Section 13, or in the event of terminarion as a consequence of condemnation as contemplated in Section 12, Tenant shall, upon notice from Landiord, remove forthwith, at iu sale cost and expense, the propeny belonging to Tenant from such portion of the Building as Landlord shall request and Tenant hereby waives any and all ciaims it may have, now or in the future, against Landiord arising in connecuon with damage to such property occurring as a resuit of any alleged failure to properly secure the Premises prior to such removai. 14. Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Tenant in the Premises. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landiord elects to pay the same, orif the assessed value of Landlord's property is increased by inclusion of such personal property, fumiture or fixtures and Landiord elects to pay the taxes based on such increase, Tenant shall pay to Landlord, upon demand, the part of such taJCes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or aznount of such taxes before Landlord makes such payment, and thereafter diligenfly proceeds with such contest in accordance with law and if the non-payment thereof does not gose a threat of loss or seizure of the Building or interest of Landiord therein. 15. Events of Defauit. The following events shall be deemed to be events of default by Tenant under this Lease (individually, an"Event of Default" and collectively, "Events of Default"): (a) Rent. Tenant shall fail to pay any installment of Rent when due, and such failure shall continue for a period of five days from the date such payment was due; (b) Vacation. Tenant shall vacate all or a substantial portion of the Premises, whether or not Tenant is in default in the payment of Rent; (c) Liens. Tenant shall fail to comply with the requirements of 5ection 6(d); (d) Other Breach. Tenant shall fail to comply with any term, provision or covenant of this Lease (other than the foregoing in this Section 15), and shall not cure such failure within 30 days after noflce; provided, in the event such default cannot reasonably be cured within such 30 day period, an Event of Default shall not be deemed to have occurred so long as Tenant commences an effective cure within said 30 day period and prosecutes such cure diligently to comgletion within a period not to exceed fi0 days after such notice; or x:�noc�sccuooszs -11- 9�� 33� (e) BankruptcyiInsolvency. Tenant shall file or have filed against it a petition (the term "Tenant" shall include, for the purposes of this Section 15(e), any guarantor of the Tenant's obligations hereunder): (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of TenanYs properry or for TenanYs interest in this I.ease; or (4) for the reorganization or modification of TenanYs capital structure; however, if such a peation is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings nuflated by such petition dismissed within 60 days after the filing thereof. 16. Remedies. Upon the occurrence of any Event of Default, Landlord may, at its. election, terminate this Lease through the delivery of written notice to that effect to Tenant or terminate Tenant's right to possession only, without terminating the I.ease. (a) Re-Entry Without Termination. Upon any termination of TenanYs right to possession of ihe Premises without termination of this Lease, Landlord may, at Landlord's option, enter into the Premises, remove TenanYs signs and other evidences of tenancy, and take and hold possession thereof without such entry and possession terminating this Lease or releasing Tenant, in whole or in gart, from any obligation, including TenanYs obligation to pay Rent for the full Term. Landlord may, but need not, relet the Premises or any part thereof for such rent and upon such terms as Landlord, in its sole discretion, shall determine (including the right to relet the Premises as part of a larger area and the right to change the character or the use made of the Premises), and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord may make repairs, alterations and additions in ot to the Premises, and redecorate the same to the extent Landlord deems necessary or desirable, in its sole discretion. All rentals and other sums received by Landlord from any such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such alterations and repairs; third, to the payment of Landlotd's expenses of reletting, inciuding, without limitation, broker's commissions, attorney fees and lease inducements, such as moving or leasehold 'unprovement allowances; founh, to the payment of Rent; and the residue, if any, shall be held by Iandiord and applied in payment of future Rent as the same may become due and payable hereunder. If such rentals and other sunns received from such reletting during any month be less than the Rent to be paid during said month by Tenant hereunder, Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. Notwithstanding any such re-entry by Landlord, Landlord may at any tune hereafter elect to terminate this Lease for such previous breach. (b) Damaees in the Event of Terminarion. Landlord and Tenant agree that the damages Landiord would incur in connecrion with terminating this Lease following an Event of Default would be difficuit to estimate or ascertain. In the event Iandlord terminates this Izase, Landlord may recover from Tenant, as liquidated damages, an amount equal to the sum of the following: (i) all unpaid Rent that is due and payable as of the effecdve date of termination; pius (ii) a sum of money equal to the entire amount of Rent that would be payable under the x:�octisccuoosu _ 12_ �7 �3� L.ease for the lesser of rhe following two periods, which amount shall be immediately due and payable upon demand but which shall be discounted to present value using a discount rate equal to the discount rate of the Federal Reserve Bank of Minneapolis as of the date of termination plus one percent: {A) the one-year period commencing upon the effecrive date of termination, or (B) the period commencing upon the effective date of termination and ending upon the original date of the expiration of the Term_ For purposes of calculating ihe amount of Rent that would be payable under this L,ease for the period succeeding the effective date of terminadon, such Rent shali be computed on the basis of the average monthly amount of Rent accruing during the 24-month period immediately preceding the default to which such termination relates (exclusive of any months in which Tenant received "free" or abated rent concessions); provided, however, if the default occurs prior to the expiration of the first 24 months of the Lease, Rent shall be computed on the basis of the average monthly amount of Rent accruing during all monihs preceding the month in which said default occurred (exclusive of any months in which Tenant received "free" or abated rent concessions). Landlord and Tenant agree that such sum is a reasonable estimation of the damages Landlord would incur in connecuon with terminating this Lease following an Event of Default, and agree that such sum is not a penalty. 17. Remedies Cumulative: No Waiver. Iandlord's pursuit of any remedy available to it under this Lease, ai law or in equity shall not preclude its pursuit of any other remedy available to it under this Lease, at law or in equity, and all such remedies shall be cumulative. Landiord's acceptance of Rent following an Event of Default shall not waive Landlard's rights . regarding such Event of Default. No waiver by Landlord of any violation or 6reach of any of the terms contained herein shall waive Landlord's righ[s regarding any future violation of such term, and no custom or practice which may evolve between the Landlord and Tenant shall waive or diminish Landlord's right to insist upon Tenant's performance in strict accordance with the terms of this Lease. Landlord's acceptance of any partial payment of Rent shall not waive Landlord's righrs with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord's acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. 18. Security Interest. Intenaonally omitted. 19. Sunender of Premises. I3o act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by I,andlord. At the expiration or termination of this I.ease, Tenant shall deliver to I.andlord the Premises with all improvements located therein in good repair and condifion, broom-clean, reasonable weaz and tear (and condemnation and Casualty daznage not caused by Tenant, as to which Secaons 12 and 13 shall conuol) excepted, and shall deliver to Landlord all keys to the Premises. Provided that Tenant has performed all of its ohligations hereunder, Tenant may remove all unattached trade futures, furniture, and personal property piaced in the Premises by Tenant, and shall remove such alterations, additions, improvements trade fixtures, personai propercy, equipment, wiring, and furniture as Landiord may request. Tenant shall repair all damage caused by such removal. All items not so removed x:�ooc�sccuoosu -13- �� 33� shall be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destrayed, or otherwise disposed of by Landlord without nodce to Tenant and without any obligation to account for such items. The provisions of this Section 19 shall survive the expiration or termination of this Lease. 20. Holdine Over. In the event Tenant remains in possession of the Premises beyond the expiration of the Term, Tenant shall be deemed, at Landlord's opaon without executing any document or receiving any notice from Landlord, to be occupying the Premises as a tenant at will at daily Net Rent equal to the greater of (A) 150 percent of the daily Net Rent payable during the last month of the Term, or (B) 125 percent of the prevailing rental rate in the Complex for similaz space, subject to all other conditions of this L.ease, including, without limitation, the payment of all other sums due under this Lease. 21. Certain RiQhts Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant's occupancy of the Premises, Landlord shall have the following rights: (a) To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Complex,.or any part thereof; to enter upon the Premises and, during the conrinuance of any such work, to temporarily ciose doors, entryways, public space, and comdors in the Complex; to interrupt or temporarily suspend Complex services and facilities; to change the name of the Complex; and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Complex; (b) To take such reasonable measures as Landlord deems advisable for the security of the Complex and its occupants; evacuating the Buiiding or the Complex for cause, suspected cause, or for drill purposes; temporarily denying access to the Complex; and closing the Building or the Complex after normal business hours and on 5undays and holidays, subject, however, to TenanYs right to enter when the Complex or the Building is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to rime; and (c) To enter the Premises at reasonable hours to show the Premises to prospecdve purchasers, lenders, or, during the last 12 months of the Term, tenants. 22. Substitution Space. Upon 60 days' prior notice, Landlord may, at Landlord's expense, relocate Tenant within the Complex to space which is comparable in size, utiliry and condition to the Premises. If Landiord relocates Tenant, Landlord shall reimburse Tenant for TenanYs reasonable out-of-pocket expenses for moving Tenant's fumiture, equipment, and supplies from the Premises to the relocation space and for reprinting TenanYs stationery of the same qualiry and quantity as TenanYs stationery supply on hand immediately before Landlord's notice to Tenant of the exercise of trus relocauon right. Upon such relocaaon, the relocation space shall be deemed to be the Premises and the terms of the Lease shall remain in full force x:�oc�scc�iooazs -14- 9� 33� and shall apply to the relocaaon space. Tf requested by Landlord, the parties shall enter into an amendment specifying the relocadon premises and such other matters as to which the parties may agree. 23. Miscellaneous (a) Landlord Transfer. Landlord may transfer all or any portion of the Complex and any of its rights under this L.ease, and upon such transfer will be released from any further obligations hereunder, effective as of the date of the uansfer. (b) Limitation on Landlord's Liabilitv. Tenant agrees to look solely to Landlord's interest in the Complex for the recovery of any damages for a breach by Landlord of this Lease, and agrees that none of Landlord, its officers, directors, shareholders, par[ners, emplayees or agents shall be personally liable foz any default by Landlord under this I.ease or for any damages therefor awarded to Tenant. The provisions of this Section 23(b) shall not limit any remedies which Tenant may have for Landlord's defaults which do not involve the personal liability of Landlord. (c) Force Majeure. Other than for TenanYs obligations under this L,ease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either Landiord or-: Tenant, such party shall not be liable or responsibie for, and there shall be excluded from the ` computauon of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the control of sach party. _ {d) BrokeraQe. Except for the brokers named in the Data Sheet, whose commission or commissions shall be paid as stated in Data Sheet, neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, and Tenant and Landlord each hereby agrees and defend and indemnify and hold the offier harmless from and against all costs, expenses, attorney fees, and other liability for commissions or other compensation claimed by any broker or agent clauning the satne by, through, or under the indemnifying parry. (e) Fstopoel Certificates. From ume to time, Tenan[ shall furnish to any party designated by Landlord, within ten days after Landlord has made a request therefor, a certificate signed by Tenant confizming and containing such factual certifications and representations as to this L.ease as Landlord may reasonably request. (� Notices. Any notice required herein shall be in writing and shall be deemed effecfive and received (a) upon personal delivery; (b) five days after deposit in the United States mail, certified mail, retum receipt requested, postage prepaid; or (c) one business day after deposit with a national overnight air courier, fees prepaid, to Landlord or Tenant at the addresses specified in the Data Sheet. Either party may designate an additional or another �:�oc�scc�iooau -15- 9�-�.� address upon giving notice to the other party pursuant to this Section 23(�. For the purposes of this L.ease, "business day" shall mean a day which is not a Saturday, a Sunday or a legal holiday of the United 3tates of America. (g) SeQarabilitv. If any clause or provision of trus Lease is illegal, invalid, or unenforceahle under present or future laws, then the remainder of this L,ease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as sunilar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid, and enforceable. (h) Amendmenu: Binding Effect. This L.ease may not be amended except by instrument in wrifing signed by Landlord and Tenant. This I.ease shall inure to the benefit of and be binding upon Landlord and Tenant, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant and, other than a Mortgagee, no third party shall be deemed a third party beneficiary of this Lease. (i) Quiet Enioyment. Provided Tenant has performed all of its abligations hereunder, _ Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and condiUons of this Lease. (j) No Mereer. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or hoids, direcUy or indirectty, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate. (k) No Offer. The submission of this I,ease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless L.andlord executes a copy of this Lease and delivers it to Tenant. (1) Enrire Agreement. This Lzase constitutes the entire agreement between Landlord and Tenant regarding the subject matter of this Lease and supersedes all oral statements and prior writings relating thereto. (m) WAiVER OF .iURY TRIAL. TO TI� MAXIMUM EXT`ENT PERMTTTED BY LAW, LANBLORB AND TENANT EACH WATVE THE RIGHT TO A TRIAL BY NRY IN ANY LITIGATION ARISING OiIT OF OR WTTH RESPECT TO TFIIS LEASE. (n) Governine Iaw. This Lease shall be governed by and construed in accordance with the intemai laws of the State of Minnesota and the federal and state courts of Minnesota shall have exclusive jurisdiction over all claims and disputes relating to or arising in connection with this I.ease. -16- q7-33�- (o) Joint and Several Liabilitv. If Tenant is comprised of more than one party, each such party shall be jointly and severally liable for TenanYs obligations under this Lease. (p) Financial Reoorts. Within 15 days after Landlard's request, Tenant will furnish TenanYs most recent audited fmancial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other fmancial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, TenanYs intemally prepued fmancial statements. Tenant will discuss its financial statemenu with Landiord and will give Landiord access to Tenant's books and records in order to enable Landlord to verify the fmancial statemenu. Landlord wlll not disclose any aspect of Tenant's financial statements that Tenant designates to Landlord as confidential except (a) to Landlord's lenders or prospective purchasers of the project, (b) in litigation between Landlord and Tenant, and (c) if required by court order. (q) Landlord's Fees. Whenever Tenant requests that Landiord take any action or give any consent required or permitted under this L.ease, Tenant will reimburse Landlord for Landlord's reasonabie costs incurred in reviewing the proposed acaon or consent, including without limitation reasonable attomey, engineer or architect fees, within ten days after Landlord's delivery to Tenant of a statement of such �osts. Tenant will be obligated to make such reimbursement without regard to whether Landiord consents to any such proposed action. (r) Telecommunications. Tenant and its telecommunications companies, including but not limited to local exchange telecommunications companies and alternative access vendor services companies shall have no right of access to and within the Comgiex, for the installation and operation of telecommurucations systems including but not limited to voice, video, data, and any other telecommunications services provided over wire, fiber optic, microwave, wireless, and any other transmission systems for part or all of Tenant's telecommunications within the Compiex and from the Compiex to any other location without Landlord's prior written consent. (s) Confidentialitv. Tenant acknowledges that the terms and conditions of this Lease are to remain con£idential for the Landiord's benefit, and may not be disclosed by Tenant to anyane, hy any manner or means direcfly or indirectly, without Landlord's prior written consent. The consent hy the Landlord to any disclosures shall not be deemed to be a waiver on the part of the Landiord of any prohibition against any future disclosure. (t) DLSCLAIlVIER. LANDLORD AND TENANT EXPRES5LY DISCLAIM ANY INIPLIED WARRANTY THAT THE PREMISES ARE SUTTABLE FOR TENA IYT'S INTEI�DED USE, AND TENANT'S OBLIGAT`ION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON TI� CONDTITON OF THE PREMISES OR Tf� PERFORMANCE BX LANDLORD OF TTS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF TTS DUTIES OR OBLIGATIONS HEREUNDER, WHE7`HER EXPRESS OR Il�IPLIED. TENANT x:�ocvscc�ioosis - I7- 9� 33�-- A�REES 'THAT, E%CEPT AS EXPRESSLY PRO VIDED OTHERWISE IN THIS LEASE, LANDLORD HAS MADE NO REPRESENTATION OR WARI2ANTY OF ANY KIND TO TENANT. (u) Legal Fees. Tn the event of any litigation to enforce or interpret the terms of this Lease, the prevailing parry shall be entifled to an award of its attomey fees and disbursements, ihrough all appellate Ievels. Notwithstanding the foregoing, if Landlord commences any action against Tenant which acfion settles at or prior to any trial in connection therewith, Landlord shall be entitted to recover from'I'enant Landlord's attomey fees and disbursements and the same sha11 be payable by Tenant to Landlord with the next installment of Net Rent falling due. (v) Sections. All references in this Lease to a"Section" shall, unless expressly stated otherwise, refer to such Secaon of this Lease. THIS LEASE is dated as of the date first above written. LANDLORA: n �� r �� (�n �ft!'�� WI3RB REAL ESTATE LIMITED PARTNE IP, a {�� `J Del ware limited partnership �� l � �� By: WHRB Gen-Par Inc., a Delaw corporation, its j�I.,VLcYPX (j`V�� b�"ee�•�glb°�_ neral partner U � zu: TENANT: By: � AU�, POLI�/DEPARTMENT City Attomey � Finance and Management Services x:wocuccuaoszs _ 1 g_ 9��-3�� EXHIBTT A OUTLINE OF PREMISES [See Attached) v:�oasccuooazs A-1 9� .�3�. EXHIBTT B BUILDING RULES AND REGULATIONS The following rules and regulations shall apply to the Premises, the Complex, the parking garage associated therewith, and the appurtenances thereto: 1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Complex. 2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or offier unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant. 3. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Complex wathout the prior written consent of Landlord: No nails, hooks or screws sha11 be driven or inserted in any part of the Complex except by Complex maintenance personnel. No curtains or other window treatments shall be placed between the glass and the Complex standazd window treatments. 4. Landlord shall provide and maintain an alphabetical directory for all tenants in the main lobby of the Complex. 5. Intenaonally omitted. 6. Movement in or out of the Complex of fumiture or office equipment, or dispatch or receipt by tenants of any bulky material, merchandise or materials which require use of elevators or stairways, or movement through the Complex enuances or lobby shall be conducted under Landlord's supervision at such times and in such a manner as Landlord may reasonably require. Each tenant assumes aIi risks of and shall be liable for all damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant. 7. Landlord may prescribe weight limitations and determine the locaaons for safes and other heavy equipment or items, which shall in all cases be placed in the Complex so as to distribute weight in a manner acceptable to Landlord which may include the use of such x:woc�scc+ioosu & 1 q� �3� supporting devices as L.andlord may require. All damages to the Complex caused by ffie installation or removal of any property of a tenant, or done by a tenanYs property while in the Complex, shall be repaired at the expense of such tenant. S. Comdor doors, when not in use, shall be kegt closed. AIothing shall be swept or thrown into the comdors, halls, elevator shafts or stairways. No birds or animals shall be brought into or kept in, on or about any tenanYs leased premises. No portion of any tenanYs premises shall at any time be used or occupied as sleeping or lodging quarters. 9. Tenants shall cooperate with Landlord's empioyees in keeping iu premises neat and c1ean. Tenants shall not employ any person for the purpose of such cleaning other than the Complex's cleaning and maintsnance personnel. 10. To ensure orderly operation of the Complex, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord. 11. Tenants shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Complex or otherwise interfere in any way with other tenants or persons having business with them. 12. No machinery of any kind (other than normal office equipment) shall be operated by any tenant on iu leased area without Landlord's prior written consent, nor shall any tenant use or keep in the Complex any flammable or explosive fluid or substance. 13. Landlord will not be responsibie for lost or stolen personai property, money or jewelry from tenant's leased premises or public or common azeas regardless of whether such loss occurs when the area is locked against entry or not. 14. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord. 15. Intentionally omitted. lfi. Intentionally omitted. x:�oc�scc�,00sss B-2 q�-33� EXHLBTT C TEI3AIVT FII3ISH WORK 1. I.andlord, at its sole cost and at its sole discretion, shall perform such work (ffie "Work") in the Premises as Landlord and Tenant may hereafter agree in writing. Tenant hereby agrees (a) to accept the Premises in their "AS-IS" condition on the date Landlord tenders possession of the Premises to Tenant and (b) that except for such Work as Landlord may agree to perform in its sole discretion and which has been approved by Tenant, Landlord shall have no ob]igation ta perform any work in the Premises (including, without limitation, demolition of any improvements existing therein or construction of any tenant fmish-work or other improvements therein), and sha11 not be obligated to reunburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein. 2. The taking of possession by Tenant shall be deemed conclusively to establish that the Premises are in good and satisfactory condition as of when possession was so taken, except as L.andlord may have agreed to the conuary in writing prior to such taking of possession by Tenant. x:�oc�sccuooau G 1 9�-33�- ��: � i�.:�c.i�rs� Tenant may use four undesignated parking spaces in the parking garage/area associated with the Complex {the "Parking Area") during the uritial Term free of charge, subject to such terms, conditions and regulauons as are from tune to time applicable to pauons of the Parking Area, provided that Tenant shall make all reasonable efforts to keep at least two marked police vehicles parked in the Parking Area at all times. Tenant acknowledges that Landlord is providing such parking spaces in consideration for TenanYs maintaining marked police vehicles parked in the Parking Area. x:�oc�ccuooazs D-1 �,., y ►�JTI PA�AL SOTA Presented By: Referred To: 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 CouncilFile # %,3�j� Green Sheet Committee:Date: RESOLVED, that the proper�i4y^effffcials are hereby authonized and directed to execute agreements with the Griffin Companies which include indemnff'ication clauses to save and hold the Landlord harmless from any and all claims arising out of the city's use of Suite #274, located in the Galtier Plaza at 175 East Sth Street, St. Paul MPI. A copy of said agreement is to be kept on file and of record in the Real Estate Division. Rettman Adopted bp Council: Date: By: Appr By: by Council Secre �-- � �f� �_ oved by Mayor: Date: � �� c,u.ziExsxrs �S Approved by May r for Submission to Council: By: � VL Requested by Aepartment of: ,z � �3 � ��5 o�,.,�M,�,��o�N�� DATEINITIATED GREEN SHEE Police Department 2(25/97 � RiA � ATE iNmnwa� CONTAGT PEHSSaN 6 PHONE � DEPARfMENT DIRECTOR � GRY COUNCR Chief Finney 292-3588 "u�a �CITYATfOFiNEY �CIT/CLERK NUMBERFOR MUST BE ON COUNCIL AGENOA BV (DATE) pp�p„� � BUOGET �IREGTOR O FlN. & MC+T. 5ERVICES �IR. OqDER � MAYOF (OR ASSISTANn O TOTAL # OF SIGNATURE PAGES � (CLIP ALL LOCATIONS FOR SIGNATURE) ACiION REQUESTEO: Pass the attached council resolution allowing the Saint Paul Police Depart- ment to enter into a contract with the Griffin Companies for space f.or a sub-station in Galtier Plaza. RECqMMENOAT�ONS: Approve (A) or Rejact (R) pERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLIOWING QUESTIONS: _ PUNNMG CAMMISSIQN _ CIVIL SERVICE COMM�S510N �� Has this petsonflirm ever worked untler a contr�ct for this departmeni? _ CIB COMMITiEE _ YES NO _ STAFF 2. Has ihis personlfirm ever been a city employee? — YES NO _ DISTRICi CAURT _ 3. Does this Brson/firm p possess a skill not normally possessed by any cUrreM ciry employee? 3UPPORTS WHIGH CAUNGI OB,IEGTIVE? YES NO Explain all yes answers on separate sheet and aHach to green sheet lNIT1ATWG PROBLEM, ISSUE.OPPORTUNItt(W1w, What, When, Where, Why): The City of Saint Paul, through it's Police Department, current2y has a short-term lease in effect for space in Galtier Plaza for a police sub- station. The Griffin Companies wishes to amend that lease to a term of 36 months. They in return will make, at their expense, necessary remodeling in the currently leased space. ADVANTAGESIFAPPR�VED' The Police Department will be the 3enefactor of more efficient and productive office space at no cost to the City. The Ilepartment plans on a long-term presence in the facility so this lease simply guarantees that. �ECEBH�.� tlI5A0VANTA(3ES IF APPR�VED: ia �� y �� None �;ss��3ifi`� ��:a`�tt�? ��:�3 �Fc�'�?'� �r4C� �IAR 17 1997 [:::�;s 2 `� t�9� ��`�' ��'��'�� _��.,,4 .. OISADYANTAGESIFNOTAPPROVEO: '� The current su�station will not he as efficient or productive as it could he and more importantly it �rill not be as accessible to the public: TOTAL AMOUNT OF iRAN5ACT10N S COST/REVENUE BUDGETEp (CIRCLE ON� YES NO FUNDItdG SOURCE ACTIVITY NUMBER FtNANC1Al INFORFnAT10N: (EXPLAIN) � � �� LEASE BETWEEN WHRB REAL ESTATE LIMITED PARTNERSAIP, as IandIord, AND THE CTTY OF SAINT PAUL POLICE DEPARTMENT, as tenant Dated February _, 1997 n:�oc�scc�ioosu 9� �3�-- LEASE THIS I,EASE (the "Lease") is entered into as of February _, 1997, between WHRB REAL E3TATE LIMITED PARTNERSHIP, a Delawaze limited paruiership ("Iandlord"), and THE CITY OF SAINT PAUL PQLICE DEPART'MENT {"Tenant"). FOR AND IN CONSIDERATTON of the agreements contained iii this Lease and for other good and valuable consideraflon, the receipt and legal sufflciency of which the parties hereby acknowledge, the parties agree as follows: DATA SHEET This data sheet provides a reference to the basic business terzns of the I.ease. In the event of any inconsistency between the Data Sheet and the balance of the L.ease, the balance of the Lease shali controi. Premises: The premises ("Premises") consist of 3uite No. 279 containing approximately 2,743 rentable square feet as depicted on Exhibit A. attached to, and hereby made a part of, this I.ease, in the buiiding located at 175 East Fifth Sueet, Saint Paul, Minnesota 55101 (the "Building"). The Building, together with the other buildings owned by Landlord and located in the complex known as Galaer Plaza are the °Complex." Term: Subject to the provisions of Section 2, the initial term of this Lease shall be 36 months, commencing on 19_ (the "Commencement Date"), and terminafing at 5:00 p.m. on , uniess eazlier terminated pursuant to the provisions of this Lease. Guarantor's Name and Address: Not agplicable. Rent: Gross rent {"Gross Rent") net of all other sums owed under this I.ease shall be ane dollar per calendar year. Security Deposit: None. Brokers: Landlord's broker, whose commission will be paid by Landlord is Grif�n Companies. Tenant has not been represented by any broker. x:�oac�scc+iaosu _ 1 _ . 9� 33 z E7chibits: The following e�ihits, together with all schedules and other attachments to the following exhibits, are hereby incorporated into and made a part of this Lease: Landlord's Address for Notices: Landlord's Address for Rent: Tenant's Address for Notices: x:�noc�cc�ioosu Exhibit A- Outline of Premises Exhibit B- Building Rules and Regulations E�ibit C- Tenant Fuush Work E�chibit D - Pazking WHRB Real Estate Limited Partnership c/o Galtier Plaza Management Office 175 East Fifth Street, Suite 315, Box 77 St Paul MN SS101 WHRB Real Bstate Limited Par[taership c/o Griffin Companies Suite 300 510 Marquette Avenue Minneapolis MN 55402 St. Paui Police Department 175 East Fifth Street Space 279 St. Paul MN 55101 Attention: Commander Stumer -2- 9� 33� l: Lease. Subject to the terms of this Lease, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord. 2. Term. The term of this Lease (the "Term") shall be the uritial term referred to in the Data Sheet, together with any renewal terms referred to in the Data Sheet. Notwithstanding the provisions of the Data Sheet, if the Premises are not ready for occupancy by Tenant on the scheduled Commencement Date, then (a) the date L,andlord tenders possession of the Premises to Tenant shall be the Commencement Date, (b) the Term shall be extended by the time between the scheduled Commencement Date and the date on wtuch Landiord tenders possession of the Premises to Tenant, (c) Landlord shall not be in defauit hereunder or be liable for damages therefor, (d) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant, and (e) if the date Landlord tenders possession of the Premises to Tenant is not the first day of a calendar month, then the Term shall be 8xtended by the number of days between such tender of possession and the first day of the next month. 3. Rent (a) Gross Rent. Tenant shall pay Gross Rent in the amounts specified in the Data_ Sheet to Landlord in advance on or before the first day of each year without deducrion or set off, at the address for Rent specified in ffie Data Sheet, except that Tenant shall Gross Rent for the first calendar year of the Term contemporaneousiy wich the execution of this Lease. (b) Rent. All sums other than Gross Rent owed by Tenant to Landlord pursuant to this Lease shall be deemed and shall constitute, for all purposes, rent under this L.ease; collectively all such other sums owed by Tenant under this I.ease together with Gross Rent are "Itent." 4. Security Deposit. Intentionally omitted. 5. Landlord's Obli ag tions (a) Services. Landlord shall furnish to Tenant the following: (1) water at those points of supply provided for general use of cenanu of the Building; (2) heated and refrigerated air conditioning as appropriate, at such temperatures and in such amounts as aze standard for comparable buildings in the vicinity of the Building; (3) janitorial service to the Premises on weekdays, other than holidays, for Complex-standard installations and such window washing as may from time to time be reasonably required and reasonably determined by Iandlord; (4) elevators for ingress and egress to the floor on which the Premises aze located, in common with other tenants, provided that Landlord may reasonably limit the number of operating elevators during non-business hours and holidays; and (5) electrical current during normal business hours for equipment rhat does not require more than 110 volts and whose electrical energy consumption does not exceed normal office usage. Landlord shall maintain the common areas of the Building in reasonably good order and condition, except for damage caused by Tenant, or its employees, agents' or invitees. x:�oc�scc�ioosss -3- 9'� �3� (b) Excess Utility Use. I.andlord shall not be required to fumish electricai current for equipment that requires more than 110 volts or other equipment whose electrical energy consumption exceeds normal office usage. If TenanYs requiremenu for or consumption of electricity exceed the electricity to be provided by Landlord as described in Section 5(a), Landlord shall, at Tenant's expense, make reasonable efforts to supply such service through the then-existing feeders and risers serving the Building and the Premises, and Tenant shall pay to Landlord the cost of such service within ten days after L,andiord has delivered to Tenant an invoice therefor. Landlord may determine the amount of such additional consumption and potential consumption by any ve�able method, including installation of a separate meter in the Premises installed, maintained, and read by Landlord, at TenanYs expense. Tenant shall not install any electrical equipment requiring special wiring or requiring voltage in excess of 110 volu or otherwise exceeding Building capacity unless approved in writing in advance by Landiord. T'he use of elactricity in the Premises shall not exceed the capacity of existing feeders and risers to or wiring in the Premises. Any risers or wiring required to meet TenanYs excess electrical requirements shall, upon TenanYs written request, he installed by Landlord, at TenanYs cost, if, in Landlord's judgment, the same are necessary and shall not cause permanent damage to the Building or the Premises, cause or create a dangerous or hazardous conditaon, entail excessive or unreasonable alterations, repairs, or expenses, or interfere with or disturb other tenants of the Buiiding. If Tenant uses machines or equipment in the Premises which - affect the temperature otherwise maintained by the air conditioning system or otherwise overload any utility, Landiord may install supplemental air condiaoning units or other supplemental equipment in the Premises, and the cost thereof, including the cost of installadon, operation, use, and maintenance, shall be paid by Tenant to Landlord within ten days after L,andlord has delivered to Tenant an invoice therefor. (c) Restorarion of Services: Abatement. Tenant shall immediately notify Landlord of any interruption or cessation of any service which this Lease requires Landlord to provide. Landlord shall use reasonable efforts to restore any such service that becomes unavailable; however, such unavailability shall not render Landlord liable for any damages caused thereby, be a constructive evicdon of Tenant, constitute a breach of any unplied warranty, or entitle Tenant to ac�y abatement of Tenant's obligations hereunder, including, without limitation, payment of Rent. 6. Improvements: Alteraflons: Re�airs• Maintenance (a} Improvements: Alterations. Except as expressly provided otherwise in this Lease, improvements to the Premises shall be installed at TenanYs expense only in accordance with plans and specifications which have been previousiy submitted to and approved in writing by Landlord. No aiterations or physicai additions in or to the Premises may be made without Landlord's prior written consent, which shall not be unreasonably withheld or delayed; however, Landlord may withhoid iu consent, in iu sole discretion, to any alteration or addition that would affect the BuIlding's structure or its HVAC, plumbing, electrical, or mechanicai systems. Tenant shall not paint ar install lighting or decorations, signs, window or door lettering, or advertising media of any type on or about the Premises without the prior written consent of x:�oc�scaiooszs _4_ ��:�3�- Landlord, which shall not be unreasonably withheld; however, Landlord may withhold its consent to any such painting or installation which would, in Landlord's sole opurion, affect the appearance of the exterior of the Building or of any common areas of the Building. All alterations, additions, or improvements made in or upon the Premises shall, at Landlord's option, either�be removed by Tenant prior to the end of the Term (and Tenant shall repair all damage caused thereby), or shall remain on the Premises at the end of the Term without compensation to Tenant. All alterations, additions, and improvemenu shail be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all laws; Landlord's approval af the plans and specifications therefor shall not be a representation by Landlord that such alterations, additions, or improvements comply with any law or aze fit for any use. (b) Repairs: Maintenance. Tenant shall maintain the Premises in a clean, safe, and operabie condition, and shall not permit, or allow to remain, any waste or damage to any portion of the Premises. Tenant shall subject to Landlord's direction and supervision, repair or replace, at Tenant's sole cost all damage to the Complex caused by Tenant, Tenant's employees, or agents, contractors, or invitees. If Tenant fails to make such repairs or replacements within 15 days after the occunence of such damage, then Landlord may make the same at Tenant's cost. If any such damage occurs outside of the Premises, then Landlord may elect to repair such daznage at TenanYs expense, rather than having Tenant repair such damage. The cost of all repair or replacement work performed by Landiord under this Section 6 shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. (c) Performance of Work. All work described in this Section 6 shall he performed only by Landlord or by contractors and subcontractors approved in writing by Landlord. Tenant shall cause all conuactors and subcontractors to procure and maintain insurance coverage nazning Landlord as an additional insured against such risks, in such amounis, and with such companies as Landlord may reasonably require. All such work shall be performed in accordance with all legal requirements and in a good and workmanlike manner so as not to daznage any part of the Premises or the Complex. (d) Mechanic's Liens. Tenant agrees to prompdy pay all sums of money in respect of any labor services, materials, supplies or equipment furnished or alleged to have been furnished to Tenant or anyone holding the Premises or any part thereof, through, or under Tenant in, at or about the Premises, or furnished to Tenant's agents, employees, contractors or subcontractors, which may be secured by any mechanic's, material supplier's or other type of lien against any part of the Complex or the Landlord's interest therein (a "Lien"). Tenant shall notify Landlord of the filing of any Lien within three days after receiving notice of such fiIing. If Tenant fails, within 20 days after the date of the filing of the Lien, to discharge such Lien or pursuant to Minn. Stat. § 514.10 deposit into court a sum determined by the caurt, Landlord may but shall not be required or expected to, remove such Lien in such manner as Landlord may, in its sole discretion, determine, and the full cost thereof, together with all Landlord's fees and costs, including attorney fees, shall be due and payable by Tenant to Landlord immediately upon TenanYs receipt of Landlord's notice therefor. Tenant acknowledges that Landlord may post notice on the Premises of non-responsibility for such Liens and, in such event, Tenant shall r:�oc�sccuoosu _ j_ �7 33a- so advise all contractors, materialmen, suppliers and other persons performing work or providing services and/or supglies to the Premises on behalf of Tenant. 7. tJse. Tenant shall continuously occupy and use the Premises only for operating a police substation for the purpose of conducting police work in the immediate community (the "Permitted Use") and shall comply with all laws, orders, rules, and regulations relating to the use, condition, access to, and occupancy of the Premises. The Premises shall not be used for any use wlvch is disreputabie, creates extraordinary fire hazards, or resuits in an increased rate of insurance on the Complex or its contents, or for the storage of any hazardous materials or substances. If, because of TenanYs acts, the rate of insurance on the Complex or its contents increases, such acts shall be an Event of Default, and Tenant shall pay to Landlord the aznount of such increase on demand, provided however that acceptance of such payment shall not waive any of Landlord's other righis. Tenant shall conduct its business and controi its agents, employees, and invitees in such a manner as not to create any nuisance or unreasonabiy interfere with other tenants of the Compiex or with Iandlord's management of the Complex. 8. Assienment and Sublettin�. (a) Transfers. Tenant shall not do any of the following (each a"Transfer") without the prior written consent of Landlord: (1) assign, transfer, or encumber this L,ease or any estate or interest herein, whether direcdy or by operation of law, (2) permit any other entity to become Tenant heteunder by merger, consolidation or other reorganization (3) if Tenant is an entity other than a cotporation whose stock is publiciy uaded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet all or any portion of the Premises, (5) grant any license, concession, or other right of occupancy of all or any portion of the Premises, or (6) permit the use of the Premises by any parties other than Tenant. Tenant may request Landlord's consent to a Transfer by delivering to Landlord a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: its name and address; reasonably sarisfactory information about iu business and business history; its proposed use of the Premises; banking financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's credit worthiness and character. Landlord shall not unreasonably withhold iu consent to any requested Transfer if the proposed transferee (A) is creditworthy in accordance with Landlord's then-cunent credit standards for prospective tenants of the Complex of the proposed transferee's type and size, (B) has a good reputation in the husiness community, (C} in Landlord's opuuon does not compete with any tenant in the Complex, and (D) is not another tenant of the Complex; otherwise, Landiord may withhold its consent in iu sole discretion. Concurrendy with request for Landlord's consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall aIso reunburse I.andlord immediately upon request for Landlord's attorney fees incurred in connection with considering any request for consent to a Transfer. If Landlord consenu to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the x:�oc�scc�iooau _6_ ��-�3� Premises shall be liable only for obligations under this Lzase that aze properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord's consent to a Transfer shall not release Tenant from its obligaaons under this Lease, but rather, Tenant and its transferee shall be joindy and severally liabie therefor. Landlord's consent to any Transfer shall not waive Landiord's rights as to any subsequent Transfers. If an Event of Default accurs while the Premises or any part thereof are subject to a Transfer, then Landiord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such renu against the Rent and falling due hereunder from time to time. Tenant authorizes iu transferees to make payments of rent direcdy to Landlord upon receipt of notice from Landlord to do so. (b) Cancellation. Landlord may, within 3o days after TenanYs delivery to Landlard of a written request for Landlord's consent to a Transfer, cancel this Lease as to any portion of the Premises proposed to be sublet, assigned or otherwise transferred, as of the date the proposed Transfer is to be effecdve. If Landlord cancels this Lease as to any portion of the Premises, this Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises_ to the prospecuve transfetee (or to any other person) without liability to Tenant. (c) Additionai Compensation. Tenant shail unmediately notify Landlord of any compensation or consideration Tenant receives in connecuon with any Transfer (regardless of whether Landlord has consented to such Transfer), and shall pay to Landlord, immediately upon receipt thereof and without demand therefor, the excess of all such compensation and consideration received by Tenant less the costs reasonably incurred by Tenant payable to unaffiliated third parties in connecuon with such Transfer, such as brokerage commissions, tenant fuush work auorney fees and similaz costs. (d) A.ssignment of Subrents. Tenant hereby inevocably assigns to Landlord all rents due or to become due from any assignee or transferee of or sublessee under this L.ease or any tenant or occupant of the Premises or any part thereof, and authorizes and empowers Landlord in the name of Tenant or otherwise, to collect and receive the same, provided that, so long as Tenant is not in default under llus Lease beyond the expiration of the applicable cure periods, if any, provided herein, Tenant shall have the right to collect and receive such rents for its own uses and gurposes. Upon any default by Tenant under this Lease, Landlord shall have absolute tifle to such rents and the absolute right to collect and receive the sazne. Landlord shall apply to the Rent due under this Lease the net amount (after deducting all costs and expenses of collection, including, without limitation, attorney fees and expenses) of any renu so collected and received by it. 9. Insurance: Waivers: Subrogation; Indemnitv (a) Insurance. Tenant, being an arm of the City of Saint Paul, has deemed itself self- insured. v:�noc�scc�toas2s _�_ 9� :33� (b) Waiver of Ne�gence; No Subro aP tion. Landlord and Tenant each waives any claim it might have against the other for any damage to or theft, destrucaon, loss, or loss of use of any properry (a "Loss"), to the extent the same is insured against under any insurance policy or other insurance protECtion that covers the Complex the Premises, Landiord's or TenanYs fixtures, personal property, leasehold improvemenu, or business, or is required to be insured against under the terms of this Lease, regardless of whether the negligence of the other party caused or contributed to such loss; provided, however that Landiord's waiver shall not include any deductible amounts on insurance policies carried by Landlord or to any coinsurance penaity which Landlord may sustain. Landlord shall cause iu insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against Tenant. Tenant as a self-insured entity, agrees to waive its right of recovery against Landlord under any agplicabie subrogation or other theories against Landlord. (c) Indemnitv. Subject to Section 9(b), Tenant shall defend, indemnify, and hold harmless Landiord and its representauves and agenu from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including attomey fees and court costs through all appellate levels) arising from (i) any Loss or injury to or death of any person arising from any occurrence on the Premises or (u) Tenant's failure to perform its obligations under this Lease, even though caused or alleged to be caused by the negligence or fault of Landlord or its agents (other than a Loss or injury to or death of any person arising from the sole or gross negiigence of Landlord or its agents), and even though any such claim, cause. of action, or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents. This indemnity is intended to indemnify Landiord and its agents against the consequences of their own negligence when Landlord or its agents are jointly, comparauvely, contributively, or concurrenfly negligent with Tenant. This indemnity provision shall survive termination or expirauon of this Lease. If any proceeding is commenced for which indemnity is required hereunder, Tenant agrees upon request therefor, to defend the indemnified party in such proceeding at its sole cost uulizing connsel sausfactory to the indemnified pazty. 10. Subordination: Attornment: Notice to Morteagee• Consent to Restrictions. (a) Subordination. This Lease is and shall be subordinate to any deed of trust, mortgage or other securiry instrument, or any ground lease, master lease, or primary lease, that npw or hereafter covers all or any part of the Premises (each a"Mortgage"; the beneficiary, mortgagee or lessor under any Mortgage is a"Mortgagee"). Any Mortgagee may elect, at any time unilaterally, to make this Lease superior to its Mortgage by so notifying Tenant in writing. (b) Attornment. Tenant shall attorn to any par.ry succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of iease, or otherwise, upon such party's request, and shall execute such agreements co�rming such attomment as such party may reasonably request. (c) Notice to Morteaeee. Tenant shall not seek to enforce any remedy it may have for any default on the part of the Landlord hereunder without first giving written notice by x:�ocucc�ioosu _g_ 97-.�.3� certified mail, return receipt requested, specifying the default in reasonable detail, to any Mortgagee whose address has been given to Tenant, and affording such Mortgagee a reasonable oppartunity to perform Landlord's obligaaons hereunder. (d) Consent to Restrictions and Easement Agreement. This Lease is subordinate to that certain First Amended Declaration of Covenanu, Conditions, Restricaons and Easements dated December 24, 1985 (the "Agreement"). Tenant agrees that the Agreement may be amended without further consent by Tenant and that the Lease shall be automaticaliy subordinate to all such amendments, whether made before or after the date of this Lzase. Tenant shall execute and deliver, in recordable form, within three business days, any instrument Landlord may zequest for the purpose of conf'irming the subordination of this Lease to the Agreement andlor Tenant's consent to any amendment to the Agreement. 11. Rules and Re uladons. Tenant shall comgly with the rules and regulations which are attached to, and hereby incorporated into, the Lease as Exhibit B. Landiord may, from time to tune, change such rules and regulafions, provided that such changes are applicable to all tenants of the Building and will not unreasonably interfere with TenanYs use of the Premises. Tenant shall be responsible for the compliance with such rules and regulations by its employees, _ agents, contractors and invitees. 12. Condemnation. (a) Total Takine. If the entire Premises are taken by right of eminent domain or conveyed in lieu thereof (a "Taking"), this Lease shall terminate as of the date of the Taking. @) Partial Taking - Tenant's Ri�. If any part of the Complex becomes subject to a Taking and such Taking will prevent Tenant from conducting its husiness in the Premises in a manner reasonahly comparable to that conducted immediately before such Taking for a period of more than 180 days, Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after the Taking, and Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease, Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by. the Taking. (c) Partial Taking - Landlord's RiEhts. If any material portion, but less than all, of the Complex becomes sub}ect to a Taking, or if Iandlord is required to pay any of the proceeds received for a Taking to a Mortgagee, then Landlord may terminate this Lease by delivering written nouce rhereof to Tenant within 30 days after such Taking, and Rent shall be apportioned as of the date of snch Taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, Rent shall abate as provided in the last sentence of Section 12(h). (d) Awards. Upon any such taking or purchase, Landlord shall be entitled to receive and retain the entire award or consideradon for the affected lands and improvemenu, subject to the rights of the holder of any Landlord's Mortgage, and Tenant shall not have nor advance any x:�ooc�scaioosu _g_ 9� �.�� ciaims against Landlord or the condemning authority for the value of its property or iu leasehold estate or the unexpired Term, or business interruprion expense or any other damages arising out of such taking or purchase; provided, the foregoing shall not be construed to preclude Tenant from seeking and recovering on its own account from the condemning authority any separate award or compensation attributable solely to the taking or purchase of Tenant's chattels or trade fixtures ar attributable to TenanYs relocation expenses provided that any such sepazate ciaim by Tenant shall not reduce or adversely affect the amount of Landlord's award. If any such award made or compensation paid to either party specifically includes an award or amount for the other, the parry first receiving the same shall prompdy account therefor to the other. 13. Fire or Other Casualtv. (a) Repair Estimate. If the Premises or the common areas of the Complex are damaged by fire or other casualry (a "Casualty"), Landlord shall, within 90 days afier such Casualty, deliver to Tenant a good faith estimate (the "Damage Notice") of the time needed to repair the damage caused by such Casualty. (b) I,andlord's and TenanYs Riehts. If a material portion of the Premises or the- common areas of the Complex is damaged by Casualty in a manner that prevents Tenant from conducting iu business in the Premises in a manner reasonably compuable to that conducted immediately before such Casualry and Landlord estimates that the damage caused thereby cannof be repaired within 270 days after the Casualty, Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within 30 days after the Aamage Notice has been delivered to Tenant. Tf Tenant does not so timely terminate this Lease, then (subject to Section 13(c)) Landlord shall repair the daruage refened to in the Damage Notice, as provided below, and Net Rent for any portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of the repair, unless Tenant caused such damage, in which case, Tenant shall continue to pay Rent without abatement. (c) Landlord's Riehts. If a Casualty damages a material portion of the Complex, and Landlord makes a good faith determinafion that restoring the Complex would be uneconomical, or if Landlord is required to pay any insurance proceeds arising out of the Casualty to a Mortgagee, then Landlord may terminate this Lease by giving written notice of iu election to terminate within 30 days after delivering the Damage Notice to Tenant, and Rent shall abate as of the date of the Casualty. (d) Repair Oblig,ation. If neither parry elecu to terminate this Lease following a Casualty, then Landiord shall, within a reasonable time after such Casualry, begin to repair the Premises and the common areas of the Complex and shall proceed with reasonable diligence to restore the Premises and the common areas of the Complex to substantially the same condition as they existed immediately before such Casualry; provided however, Landlord shall not be required to repair or repiace any of TenanYs personal property, including, without limitation, furniture equipment, fixtures, and other improvements which may have been placed in the x:�oc�scc�ioosu -10- q7 �33� Premises by, or at the request of, Tenant and Landlord's obligation to repair or restore the Premises or the common areas of the Complex shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question. (e) Removal of Personal Propertv. In the event of any damaga or destruction to the Building or the Premises by any geril contemplated by this Section 13, or in the event of terminarion as a consequence of condemnation as contemplated in Section 12, Tenant shall, upon notice from Landiord, remove forthwith, at iu sale cost and expense, the propeny belonging to Tenant from such portion of the Building as Landlord shall request and Tenant hereby waives any and all ciaims it may have, now or in the future, against Landiord arising in connecuon with damage to such property occurring as a resuit of any alleged failure to properly secure the Premises prior to such removai. 14. Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Tenant in the Premises. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landiord elects to pay the same, orif the assessed value of Landlord's property is increased by inclusion of such personal property, fumiture or fixtures and Landiord elects to pay the taxes based on such increase, Tenant shall pay to Landlord, upon demand, the part of such taJCes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or aznount of such taxes before Landlord makes such payment, and thereafter diligenfly proceeds with such contest in accordance with law and if the non-payment thereof does not gose a threat of loss or seizure of the Building or interest of Landiord therein. 15. Events of Defauit. The following events shall be deemed to be events of default by Tenant under this Lease (individually, an"Event of Default" and collectively, "Events of Default"): (a) Rent. Tenant shall fail to pay any installment of Rent when due, and such failure shall continue for a period of five days from the date such payment was due; (b) Vacation. Tenant shall vacate all or a substantial portion of the Premises, whether or not Tenant is in default in the payment of Rent; (c) Liens. Tenant shall fail to comply with the requirements of 5ection 6(d); (d) Other Breach. Tenant shall fail to comply with any term, provision or covenant of this Lease (other than the foregoing in this Section 15), and shall not cure such failure within 30 days after noflce; provided, in the event such default cannot reasonably be cured within such 30 day period, an Event of Default shall not be deemed to have occurred so long as Tenant commences an effective cure within said 30 day period and prosecutes such cure diligently to comgletion within a period not to exceed fi0 days after such notice; or x:�noc�sccuooszs -11- 9�� 33� (e) BankruptcyiInsolvency. Tenant shall file or have filed against it a petition (the term "Tenant" shall include, for the purposes of this Section 15(e), any guarantor of the Tenant's obligations hereunder): (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of TenanYs properry or for TenanYs interest in this I.ease; or (4) for the reorganization or modification of TenanYs capital structure; however, if such a peation is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings nuflated by such petition dismissed within 60 days after the filing thereof. 16. Remedies. Upon the occurrence of any Event of Default, Landlord may, at its. election, terminate this Lease through the delivery of written notice to that effect to Tenant or terminate Tenant's right to possession only, without terminating the I.ease. (a) Re-Entry Without Termination. Upon any termination of TenanYs right to possession of ihe Premises without termination of this Lease, Landlord may, at Landlord's option, enter into the Premises, remove TenanYs signs and other evidences of tenancy, and take and hold possession thereof without such entry and possession terminating this Lease or releasing Tenant, in whole or in gart, from any obligation, including TenanYs obligation to pay Rent for the full Term. Landlord may, but need not, relet the Premises or any part thereof for such rent and upon such terms as Landlord, in its sole discretion, shall determine (including the right to relet the Premises as part of a larger area and the right to change the character or the use made of the Premises), and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord may make repairs, alterations and additions in ot to the Premises, and redecorate the same to the extent Landlord deems necessary or desirable, in its sole discretion. All rentals and other sums received by Landlord from any such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such alterations and repairs; third, to the payment of Landlotd's expenses of reletting, inciuding, without limitation, broker's commissions, attorney fees and lease inducements, such as moving or leasehold 'unprovement allowances; founh, to the payment of Rent; and the residue, if any, shall be held by Iandiord and applied in payment of future Rent as the same may become due and payable hereunder. If such rentals and other sunns received from such reletting during any month be less than the Rent to be paid during said month by Tenant hereunder, Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. Notwithstanding any such re-entry by Landlord, Landlord may at any tune hereafter elect to terminate this Lease for such previous breach. (b) Damaees in the Event of Terminarion. Landlord and Tenant agree that the damages Landiord would incur in connecrion with terminating this Lease following an Event of Default would be difficuit to estimate or ascertain. In the event Iandlord terminates this Izase, Landlord may recover from Tenant, as liquidated damages, an amount equal to the sum of the following: (i) all unpaid Rent that is due and payable as of the effecdve date of termination; pius (ii) a sum of money equal to the entire amount of Rent that would be payable under the x:�octisccuoosu _ 12_ �7 �3� L.ease for the lesser of rhe following two periods, which amount shall be immediately due and payable upon demand but which shall be discounted to present value using a discount rate equal to the discount rate of the Federal Reserve Bank of Minneapolis as of the date of termination plus one percent: {A) the one-year period commencing upon the effecrive date of termination, or (B) the period commencing upon the effective date of termination and ending upon the original date of the expiration of the Term_ For purposes of calculating ihe amount of Rent that would be payable under this L,ease for the period succeeding the effective date of terminadon, such Rent shali be computed on the basis of the average monthly amount of Rent accruing during the 24-month period immediately preceding the default to which such termination relates (exclusive of any months in which Tenant received "free" or abated rent concessions); provided, however, if the default occurs prior to the expiration of the first 24 months of the Lease, Rent shall be computed on the basis of the average monthly amount of Rent accruing during all monihs preceding the month in which said default occurred (exclusive of any months in which Tenant received "free" or abated rent concessions). Landlord and Tenant agree that such sum is a reasonable estimation of the damages Landlord would incur in connecuon with terminating this Lease following an Event of Default, and agree that such sum is not a penalty. 17. Remedies Cumulative: No Waiver. Iandlord's pursuit of any remedy available to it under this Lease, ai law or in equity shall not preclude its pursuit of any other remedy available to it under this Lease, at law or in equity, and all such remedies shall be cumulative. Landiord's acceptance of Rent following an Event of Default shall not waive Landlard's rights . regarding such Event of Default. No waiver by Landlord of any violation or 6reach of any of the terms contained herein shall waive Landlord's righ[s regarding any future violation of such term, and no custom or practice which may evolve between the Landlord and Tenant shall waive or diminish Landlord's right to insist upon Tenant's performance in strict accordance with the terms of this Lease. Landlord's acceptance of any partial payment of Rent shall not waive Landlord's righrs with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord's acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. 18. Security Interest. Intenaonally omitted. 19. Sunender of Premises. I3o act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by I,andlord. At the expiration or termination of this I.ease, Tenant shall deliver to I.andlord the Premises with all improvements located therein in good repair and condifion, broom-clean, reasonable weaz and tear (and condemnation and Casualty daznage not caused by Tenant, as to which Secaons 12 and 13 shall conuol) excepted, and shall deliver to Landlord all keys to the Premises. Provided that Tenant has performed all of its ohligations hereunder, Tenant may remove all unattached trade futures, furniture, and personal property piaced in the Premises by Tenant, and shall remove such alterations, additions, improvements trade fixtures, personai propercy, equipment, wiring, and furniture as Landiord may request. Tenant shall repair all damage caused by such removal. All items not so removed x:�ooc�sccuoosu -13- �� 33� shall be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destrayed, or otherwise disposed of by Landlord without nodce to Tenant and without any obligation to account for such items. The provisions of this Section 19 shall survive the expiration or termination of this Lease. 20. Holdine Over. In the event Tenant remains in possession of the Premises beyond the expiration of the Term, Tenant shall be deemed, at Landlord's opaon without executing any document or receiving any notice from Landlord, to be occupying the Premises as a tenant at will at daily Net Rent equal to the greater of (A) 150 percent of the daily Net Rent payable during the last month of the Term, or (B) 125 percent of the prevailing rental rate in the Complex for similaz space, subject to all other conditions of this L.ease, including, without limitation, the payment of all other sums due under this Lease. 21. Certain RiQhts Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant's occupancy of the Premises, Landlord shall have the following rights: (a) To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Complex,.or any part thereof; to enter upon the Premises and, during the conrinuance of any such work, to temporarily ciose doors, entryways, public space, and comdors in the Complex; to interrupt or temporarily suspend Complex services and facilities; to change the name of the Complex; and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Complex; (b) To take such reasonable measures as Landlord deems advisable for the security of the Complex and its occupants; evacuating the Buiiding or the Complex for cause, suspected cause, or for drill purposes; temporarily denying access to the Complex; and closing the Building or the Complex after normal business hours and on 5undays and holidays, subject, however, to TenanYs right to enter when the Complex or the Building is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to rime; and (c) To enter the Premises at reasonable hours to show the Premises to prospecdve purchasers, lenders, or, during the last 12 months of the Term, tenants. 22. Substitution Space. Upon 60 days' prior notice, Landlord may, at Landlord's expense, relocate Tenant within the Complex to space which is comparable in size, utiliry and condition to the Premises. If Landiord relocates Tenant, Landlord shall reimburse Tenant for TenanYs reasonable out-of-pocket expenses for moving Tenant's fumiture, equipment, and supplies from the Premises to the relocation space and for reprinting TenanYs stationery of the same qualiry and quantity as TenanYs stationery supply on hand immediately before Landlord's notice to Tenant of the exercise of trus relocauon right. Upon such relocaaon, the relocation space shall be deemed to be the Premises and the terms of the Lease shall remain in full force x:�oc�scc�iooazs -14- 9� 33� and shall apply to the relocaaon space. Tf requested by Landlord, the parties shall enter into an amendment specifying the relocadon premises and such other matters as to which the parties may agree. 23. Miscellaneous (a) Landlord Transfer. Landlord may transfer all or any portion of the Complex and any of its rights under this L.ease, and upon such transfer will be released from any further obligations hereunder, effective as of the date of the uansfer. (b) Limitation on Landlord's Liabilitv. Tenant agrees to look solely to Landlord's interest in the Complex for the recovery of any damages for a breach by Landlord of this Lease, and agrees that none of Landlord, its officers, directors, shareholders, par[ners, emplayees or agents shall be personally liable foz any default by Landlord under this I.ease or for any damages therefor awarded to Tenant. The provisions of this Section 23(b) shall not limit any remedies which Tenant may have for Landlord's defaults which do not involve the personal liability of Landlord. (c) Force Majeure. Other than for TenanYs obligations under this L,ease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either Landiord or-: Tenant, such party shall not be liable or responsibie for, and there shall be excluded from the ` computauon of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the control of sach party. _ {d) BrokeraQe. Except for the brokers named in the Data Sheet, whose commission or commissions shall be paid as stated in Data Sheet, neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, and Tenant and Landlord each hereby agrees and defend and indemnify and hold the offier harmless from and against all costs, expenses, attorney fees, and other liability for commissions or other compensation claimed by any broker or agent clauning the satne by, through, or under the indemnifying parry. (e) Fstopoel Certificates. From ume to time, Tenan[ shall furnish to any party designated by Landlord, within ten days after Landlord has made a request therefor, a certificate signed by Tenant confizming and containing such factual certifications and representations as to this L.ease as Landlord may reasonably request. (� Notices. Any notice required herein shall be in writing and shall be deemed effecfive and received (a) upon personal delivery; (b) five days after deposit in the United States mail, certified mail, retum receipt requested, postage prepaid; or (c) one business day after deposit with a national overnight air courier, fees prepaid, to Landlord or Tenant at the addresses specified in the Data Sheet. Either party may designate an additional or another �:�oc�scc�iooau -15- 9�-�.� address upon giving notice to the other party pursuant to this Section 23(�. For the purposes of this L.ease, "business day" shall mean a day which is not a Saturday, a Sunday or a legal holiday of the United 3tates of America. (g) SeQarabilitv. If any clause or provision of trus Lease is illegal, invalid, or unenforceahle under present or future laws, then the remainder of this L,ease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as sunilar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid, and enforceable. (h) Amendmenu: Binding Effect. This L.ease may not be amended except by instrument in wrifing signed by Landlord and Tenant. This I.ease shall inure to the benefit of and be binding upon Landlord and Tenant, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant and, other than a Mortgagee, no third party shall be deemed a third party beneficiary of this Lease. (i) Quiet Enioyment. Provided Tenant has performed all of its abligations hereunder, _ Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and condiUons of this Lease. (j) No Mereer. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or hoids, direcUy or indirectty, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate. (k) No Offer. The submission of this I,ease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless L.andlord executes a copy of this Lease and delivers it to Tenant. (1) Enrire Agreement. This Lzase constitutes the entire agreement between Landlord and Tenant regarding the subject matter of this Lease and supersedes all oral statements and prior writings relating thereto. (m) WAiVER OF .iURY TRIAL. TO TI� MAXIMUM EXT`ENT PERMTTTED BY LAW, LANBLORB AND TENANT EACH WATVE THE RIGHT TO A TRIAL BY NRY IN ANY LITIGATION ARISING OiIT OF OR WTTH RESPECT TO TFIIS LEASE. (n) Governine Iaw. This Lease shall be governed by and construed in accordance with the intemai laws of the State of Minnesota and the federal and state courts of Minnesota shall have exclusive jurisdiction over all claims and disputes relating to or arising in connection with this I.ease. -16- q7-33�- (o) Joint and Several Liabilitv. If Tenant is comprised of more than one party, each such party shall be jointly and severally liable for TenanYs obligations under this Lease. (p) Financial Reoorts. Within 15 days after Landlard's request, Tenant will furnish TenanYs most recent audited fmancial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other fmancial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, TenanYs intemally prepued fmancial statements. Tenant will discuss its financial statemenu with Landiord and will give Landiord access to Tenant's books and records in order to enable Landlord to verify the fmancial statemenu. Landlord wlll not disclose any aspect of Tenant's financial statements that Tenant designates to Landlord as confidential except (a) to Landlord's lenders or prospective purchasers of the project, (b) in litigation between Landlord and Tenant, and (c) if required by court order. (q) Landlord's Fees. Whenever Tenant requests that Landiord take any action or give any consent required or permitted under this L.ease, Tenant will reimburse Landlord for Landlord's reasonabie costs incurred in reviewing the proposed acaon or consent, including without limitation reasonable attomey, engineer or architect fees, within ten days after Landlord's delivery to Tenant of a statement of such �osts. Tenant will be obligated to make such reimbursement without regard to whether Landiord consents to any such proposed action. (r) Telecommunications. Tenant and its telecommunications companies, including but not limited to local exchange telecommunications companies and alternative access vendor services companies shall have no right of access to and within the Comgiex, for the installation and operation of telecommurucations systems including but not limited to voice, video, data, and any other telecommunications services provided over wire, fiber optic, microwave, wireless, and any other transmission systems for part or all of Tenant's telecommunications within the Compiex and from the Compiex to any other location without Landlord's prior written consent. (s) Confidentialitv. Tenant acknowledges that the terms and conditions of this Lease are to remain con£idential for the Landiord's benefit, and may not be disclosed by Tenant to anyane, hy any manner or means direcfly or indirectly, without Landlord's prior written consent. The consent hy the Landlord to any disclosures shall not be deemed to be a waiver on the part of the Landiord of any prohibition against any future disclosure. (t) DLSCLAIlVIER. LANDLORD AND TENANT EXPRES5LY DISCLAIM ANY INIPLIED WARRANTY THAT THE PREMISES ARE SUTTABLE FOR TENA IYT'S INTEI�DED USE, AND TENANT'S OBLIGAT`ION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON TI� CONDTITON OF THE PREMISES OR Tf� PERFORMANCE BX LANDLORD OF TTS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF TTS DUTIES OR OBLIGATIONS HEREUNDER, WHE7`HER EXPRESS OR Il�IPLIED. TENANT x:�ocvscc�ioosis - I7- 9� 33�-- A�REES 'THAT, E%CEPT AS EXPRESSLY PRO VIDED OTHERWISE IN THIS LEASE, LANDLORD HAS MADE NO REPRESENTATION OR WARI2ANTY OF ANY KIND TO TENANT. (u) Legal Fees. Tn the event of any litigation to enforce or interpret the terms of this Lease, the prevailing parry shall be entifled to an award of its attomey fees and disbursements, ihrough all appellate Ievels. Notwithstanding the foregoing, if Landlord commences any action against Tenant which acfion settles at or prior to any trial in connection therewith, Landlord shall be entitted to recover from'I'enant Landlord's attomey fees and disbursements and the same sha11 be payable by Tenant to Landlord with the next installment of Net Rent falling due. (v) Sections. All references in this Lease to a"Section" shall, unless expressly stated otherwise, refer to such Secaon of this Lease. THIS LEASE is dated as of the date first above written. LANDLORA: n �� r �� (�n �ft!'�� WI3RB REAL ESTATE LIMITED PARTNE IP, a {�� `J Del ware limited partnership �� l � �� By: WHRB Gen-Par Inc., a Delaw corporation, its j�I.,VLcYPX (j`V�� b�"ee�•�glb°�_ neral partner U � zu: TENANT: By: � AU�, POLI�/DEPARTMENT City Attomey � Finance and Management Services x:wocuccuaoszs _ 1 g_ 9��-3�� EXHIBTT A OUTLINE OF PREMISES [See Attached) v:�oasccuooazs A-1 9� .�3�. EXHIBTT B BUILDING RULES AND REGULATIONS The following rules and regulations shall apply to the Premises, the Complex, the parking garage associated therewith, and the appurtenances thereto: 1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Complex. 2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or offier unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant. 3. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Complex wathout the prior written consent of Landlord: No nails, hooks or screws sha11 be driven or inserted in any part of the Complex except by Complex maintenance personnel. No curtains or other window treatments shall be placed between the glass and the Complex standazd window treatments. 4. Landlord shall provide and maintain an alphabetical directory for all tenants in the main lobby of the Complex. 5. Intenaonally omitted. 6. Movement in or out of the Complex of fumiture or office equipment, or dispatch or receipt by tenants of any bulky material, merchandise or materials which require use of elevators or stairways, or movement through the Complex enuances or lobby shall be conducted under Landlord's supervision at such times and in such a manner as Landlord may reasonably require. Each tenant assumes aIi risks of and shall be liable for all damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant. 7. Landlord may prescribe weight limitations and determine the locaaons for safes and other heavy equipment or items, which shall in all cases be placed in the Complex so as to distribute weight in a manner acceptable to Landlord which may include the use of such x:woc�scc+ioosu & 1 q� �3� supporting devices as L.andlord may require. All damages to the Complex caused by ffie installation or removal of any property of a tenant, or done by a tenanYs property while in the Complex, shall be repaired at the expense of such tenant. S. Comdor doors, when not in use, shall be kegt closed. AIothing shall be swept or thrown into the comdors, halls, elevator shafts or stairways. No birds or animals shall be brought into or kept in, on or about any tenanYs leased premises. No portion of any tenanYs premises shall at any time be used or occupied as sleeping or lodging quarters. 9. Tenants shall cooperate with Landlord's empioyees in keeping iu premises neat and c1ean. Tenants shall not employ any person for the purpose of such cleaning other than the Complex's cleaning and maintsnance personnel. 10. To ensure orderly operation of the Complex, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord. 11. Tenants shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Complex or otherwise interfere in any way with other tenants or persons having business with them. 12. No machinery of any kind (other than normal office equipment) shall be operated by any tenant on iu leased area without Landlord's prior written consent, nor shall any tenant use or keep in the Complex any flammable or explosive fluid or substance. 13. Landlord will not be responsibie for lost or stolen personai property, money or jewelry from tenant's leased premises or public or common azeas regardless of whether such loss occurs when the area is locked against entry or not. 14. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord. 15. Intentionally omitted. lfi. Intentionally omitted. x:�oc�scc�,00sss B-2 q�-33� EXHLBTT C TEI3AIVT FII3ISH WORK 1. I.andlord, at its sole cost and at its sole discretion, shall perform such work (ffie "Work") in the Premises as Landlord and Tenant may hereafter agree in writing. Tenant hereby agrees (a) to accept the Premises in their "AS-IS" condition on the date Landlord tenders possession of the Premises to Tenant and (b) that except for such Work as Landlord may agree to perform in its sole discretion and which has been approved by Tenant, Landlord shall have no ob]igation ta perform any work in the Premises (including, without limitation, demolition of any improvements existing therein or construction of any tenant fmish-work or other improvements therein), and sha11 not be obligated to reunburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein. 2. The taking of possession by Tenant shall be deemed conclusively to establish that the Premises are in good and satisfactory condition as of when possession was so taken, except as L.andlord may have agreed to the conuary in writing prior to such taking of possession by Tenant. x:�oc�sccuooau G 1 9�-33�- ��: � i�.:�c.i�rs� Tenant may use four undesignated parking spaces in the parking garage/area associated with the Complex {the "Parking Area") during the uritial Term free of charge, subject to such terms, conditions and regulauons as are from tune to time applicable to pauons of the Parking Area, provided that Tenant shall make all reasonable efforts to keep at least two marked police vehicles parked in the Parking Area at all times. Tenant acknowledges that Landlord is providing such parking spaces in consideration for TenanYs maintaining marked police vehicles parked in the Parking Area. x:�oc�ccuooazs D-1