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97-333-., 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 By: Requested by Dep�-tment of: Police RESOLVED, that the proper City 6�cials are hereby authorized and directed to execute agreements with K/B Fund III which include indemnification clauses to save and hold the Landtord harmless from any and all claims arising out of the city's use of space #152, located in Town Square at 444 Cedar Street, St. Paul, MN. A copy of said agreement is to be kept on file and of record in the Reai Estate Division. °nteuer By: Form A��oved by Adopted by Adoption Certified by Council Secretary: BY � `�� - . ��a Approved by May r: Da e: � � ( �� 1�-�- By: �--� KBFUND.XLS �'f �z f � `',,�, � , � � �a.i F� 'wi �� e `e e �8 L e -G° = ; -_ :� 2�ESOLU'�ON ';SATN'FyPAUL, �VIINNESOTA Councii File # Green Sheet # 1� Committee:Date: � 3�.'7— Approved by_Mayor for Submission to Council: BY: �� .,.� . �t Y V ��X�� - v v .. ... +. 17EP1�R7MEN7ADFFICE/COUNdL DATE INITIATED Po1=�e De z125/97 GREEN SHEET CONTACi,PER50N 8 PHONE INITIAUDATE INRIAV�ATE DEPARTMENTDIRE CfiYCOUNCIL Ch2'1�f_Finne 292-3SS8 "�" �cmnrroAwer �CITYCLERK MUST BE ON CAUNCIL AGENDA BY (DATE) NUNBEq FOfl ❑ BUDGEf DIRECTOR � FIN. & MGT. SEiiVICES DIR. POUTINO OilDEH MAVOfl (OR ASSISTAN'n O TOTAL # OF SIGNATURE PAGES (CLiP ALL LOCATIONS FOR SiGNATURE) ACTION pEQUESTED: Pass the attached council resolution allowing the Saint Paul Police Depart- ment to enter into a contract with K(B Fund III for space for a sub- station in Town S uare. RECOMMENDA7fON5: npprove (a) or Reject (R) PERSONAL SERVICE CONiRACTS MUSi ANSWER THE FOLLOWING QUESTIONS: _ PLANNING COMMISSION _ CIVIL SEFVICE COMMISSION �� Has this perso�rm ever worketl under a contract for this de0artment? _ GIB CAMMITTEE ! YES NO _ S7AFF 2. Has this personttirm ever been a ciry employee? — VES NO _ DISTFi1GT GoURT _ 3. Do¢s this personttirm pw^sess a skill not normally possessetl by any curtent ciry employee? SUPPoRTS WHICH COUNCIL OBJECTIVE? YES NO Explain all yes enawers on separate sheet and attach to green sheet INITIATINa PROBLEM. ISSUE, OPPORTUNITY (Who. Whffi, W�en, Where. The department has been offered and accepted space from KJB Fund III at 444 Cedar Street, Space #152 for use as a su,b-station. RE�£iV�C� ADVANTAGESIFAPPqOVEO: � ' ' �� ,� � p�p �� Use of space 3y the Pol i ce Depa'I^`�'m�n or a sub-stati on. MAR 17 1997 �� ;`�%: ,. ., DISADVANTAGES IF APPRpVEp: None �flLS�� °�,�,+��; �',:��:�' �� 2 7 i�97 �� DISADVANTAGES IF NOT APPROVED. TOTAL AMQUNT OF TRANSACTION $ COSTlREVENUE BUDGETEp (CIRCLE ONE) YES NO FUNDIIdO SOURCE AC7IVITY NUMBER FINANCIAL INFOqR6ATION: (EXPLAIN) 9�-�3-� KOLL THE REAI ESTATE SERVIGE$ COMPANY February 14, 1497 Commander Tohn Sturner Central Division Saint Paul Police Department 100 East Eleventh Street Saint Paul, MN 55101 SUBJECT: LEASE OF SPACE TOWN SQUARE SA1NT PAUL,IVIINNESOTA Dear Commander Stumer: Enclosed with this letter please find four (4) revised execution copies of a lease agreement between the Saint Paul Police Department and K!B Fund III for space in Town Square. Please review the document to ensure that it reflects your understanding of the agreement and forward the documents for execution by the City of Saint Paul. Please have ali four (4) copies signed and returned them to my attention for execution by the Landlord. If you have any questions regarding the document, please feel free to catl me. Sincerely, Geo ge ' i Gener anager - Retaii GBH:pck Enclosure c: Paui Douglas, (with enclosure) Alan Bioom, (without enciosure) Andre Sundgaard, (without enclosure) Minneso�a lROdd Trade Cen�cr i0 Eait : �h Stmc� Sune ?boo Saint Paul, MN 55701 (G1?) �41-5900 �/�X 1C 12l 29159'_ ❑ m OFFICE BUlLDING LEASE between K/B FUND ill and THE CITY OF SAINT PAUL, AC7tNG THROUGH THE SAINT PAUL POLiCE DEPARTMENT Town Square 444 Cedar Street St. Paul, Minnesota �7°33_3 Maroh 1, 1997 � TABLE OF CONTENTS 9��-333 Paoe 1. BASICLEASEPROVISIONS ...................................................... 7 a. Address of Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b. Leased Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 c . Rentabte Area ......................................................... 1 d. Estimated Commencement Date . . . . . . . . . . . . � . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . } e. Estimated Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ... f. Initial Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 g. Tenant's Proportionate Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 h. Base Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 i. SecuritY DePOSii ....................................................... 1 j . Guarantorisl .......................................................... 1 k. Permitted Use ......................................................... 1 2. LEASED PREMISES ........................................................... 1 3. LEASETERM ............................................................... 1 4. SECURiTY DEPOSIT ........................................................... 1 5. BASERENT ................................................................ 2 a. Catcu(ation of Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . •. . 2 b. Payment of Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 6. OPERA7ING EXPENSES AND TAXES ............................................... 2 a. Definitions ........................................................... 2 6. Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7, TENANTIMPROVEMENTS ....................................................... 3 a . WorkLetter ........................................................... 3 b. Performance of the Work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 c . NoLiens ............................................................. 3 d. Delivery of Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 e. flemoval of Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8. USE OFLEASED PREMISES ...................................................... 4 9. AMER(CANS W(TH DISABILITIES ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 10. ENVIRONMENTAL ............................................................ 4 17. MAINTENANCE;REPAIRS;EXPENSES .............................................. 5 t2. LANDLORD'S RtGHT OFENTRY ................................................... 5 73. 1NSURANCE ................................................................ 5 14. WAIVER AND INDEMNIFICATION BY TENANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 a . Waiver .............................................................. 5 6. indemnification ........................................................ 6 15. BUILDING SERVICE ........................................................... 6 a. BasicServices ......................................................... 6 b. Electricit ................... 6 y ......................................... c . Te4ephones ............................................. ............ 6 a , 76. l7. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 9`7-�3� d. AdditionalServices ...................................................... 6 e. Failure or Delay in Furnishing Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ALTERATIONS AND LIENS ...................................................... 7 SIGNAGE.................................................................. 7 SUBORDINATION OFLEASE ..................................................... 7 QUIET ENJOYMEN7 ........................................................... 7 AT 7 DAMAGE TO LEASED PREMISES .................................................. 7 CONDEMIJATIOtV OFPROPERTY .................................................. 7 DEFAULT.................................................................. 7 REMEDIES AND DAMAGES ...................................................... 8 SURREfJDER OFPROPERTY ..................................................... 9 HOLDINGOVER ............................................................. 9 SllBST1Tll7)ON OF OTHERLEASED PREMISES ......................................... 9 ESTOPPELCERTIFICATES ....................................................... 9 LIMITATION OFLIABILITY ....................................................... 9 JOINT AND SEVERALLIABILITY ................................................. 70 AUTHOR(TY TO MAKELEASE ................................................... 10 SECURITYINTEREST ......................................................... 10 ERISA COMPLIANCE .......................................................... 70 GUARANTY............................................................... 10 WAIVER OFJURY TRIAI ...................................................... 10 GEIVERALPROVISIONS ....................................................... 10 a. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 b. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 c. Governing Law ........:.............................................. 10 d. Amendment ......................................................... 70 e . Notices ............................................................ lQ f. Assignment; Subletting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 g. Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 h. Severability .......................................................... tt i. Force Majeure ........................................................ 11 j . CaPtions ............................................................ 11 k. No Waiver .......................................................... 11 l. No Recocding ........................................................ 71 m. AdditionaiTerms ...................................................... 11 ro ��-�� LIST OF EXHIBI7S: Exhibit A: Legal Description Exhibit B: Floor Plan Depicting Leased Premises Exhibit C: Commencement Date Agreement €xhil�iF-J� `Nerk Leuer Exhibit E: Rules and Regulations Exhibit F: Guaranty Exhibit G: Additional Terms OFFICE BUILDING LEASE TOWN SQUARE (Gross Rentl 9?-3.�3 THIS �EASE is made and entered inco this day of , 199 7, by and becween K:S Fund 10, a DeVaware general partnership, hereinafter referred to as'Landlord," and The Citv of Saint Paul actino throucn the Saint Paul Police Deoartment , a Minnesota municioal corooration , hereinafter referred to as "Tena�t." BASIC LEASE PROV1SiONS a. Address of Suiidinq: 444Cedar Street, St. Paul, M(V 55701 b. leased Premises: Aooroximatelv 2,627 sauare feet, located In Soace n 152 as se: `.o�th on the attached Exhibit B (+nclude square footage of Leased Premisesl. c. Rentabie Area 2,627 sauare feet d. Estimated Commenceme�t Date March 1. 1997 e. Estimated Exniration Date Februarv 28. 2000 f. Initial 8ase Rent: S 1.00 for the first year of the Term, payable equat monihly installments of S -0- . Base Rent shall be increased during the Lease Term in accordance with Section 5 hereof. g. Tenant's Proportionate Share: -0- h. Base Exoenses: During the first year of the Lease Term, the "Base Expenses" (as that term is defined herein) shall be $ -0- . The Base Expenses shali be adjusted each year during the Lease Term in accordance with Sectio� 6 hereof. � i. Securitv Deposit -0- j. Guarantor�s): None k. Permitted Use General Otfice and Police Substation. See Exhibit G tor further terms. 2. LEASED PREMISES. In consideration of the rents, terms, provisions, and covenants of this Lease, Landlord does hereby tease and let unto Tenant, and Tenant does hereby hite, Iease, and take from Landlord, approximately 2,627 rentable square feet ("RSF"1 of space (the "Leased Premises") located on the first level of the buildin9 known as Town Squace which is located ai 444 Cedar Street, St. Paut. Minnesota {the "Buitding"), situa2ed on the real property in Ramsey County, Minnesota, and legally described in the attached Exhibit A(the "Property"), and as depicted in cross-hatching on the floor pian attached hereto as Exhi6it 6. Access to the Buitding is provided through adjacent space owned by Landford which shail be known in this Agreement as "Town Square." 3. LEASE TERM Tenant shal! lease the Leased Premises 4or three 1 3) years, zero ( 0) months Ithe "Term") beginning on the date ithe "Commencement Date") which is the earlier to occur of the (a1 the date described at Section t.d., or (b) the date that 7enant takes occupancy of the Leased Premises, and expiring on the data (the "Expiration Date') desczi6ed at Section t.e., unless terminated earfier as otfierwise provided in this Lease. The Commencement Date and the Expiration Date are subject to determent as is provided in Section 7 below. Tenant shall compiete and fumish to Landlord, on or 6efore occupancy of the Leased Premises, the Commencement Oate Agreement attached hereto as Exhibit C, which shatl acknowledge the actuaf Commencemeni Date and the Expiration Date. See also Exhibit G. AO�A I996 GROSS 23a618.Of "'-" --'- -• • - -• = -- - ='-- -* . __ ,.. .., . . _ �7 �33� 5. BASE RENT. ' Tenant shalf pay Initiaf Base ftent to ! andiord during the first year of the Term in the annual amount set fotth in Section t.f. hereo4, payabte in equai monthfy instaltments in :he amount also set forth in Section t.f. hereof. T < F' •4' �1 �� •• • l < T 1 ( . .. 0 q�-333 .r . .� '. � , o � �. 0 TENANTIMPROVEMENTS. c. No liens. Nothing contained in this Section or in this Lease shall 6e taken or construed to create any agency between Landiord and Tenant or to authorize Tenant to do any act or thing or to make any contract _ - - - -- - - ,: - - �7�3�� so as to encumber in any manner the title of Landlord to the Leased Premises or to create any claim or lien upon the interest of Landiord in the Leased Premises, it being expressly agreed and covenanted that all of the costs and expenses of Tenant for Tenani's Work referred to in this Section or any other work undertaken by or at Tenant's behest shail be promptly paid by Tenant as required by the terms of its contracts or agreemenis with its contractors, subcontractors and materialmen. If any lien is at any time filed orrecorded, Tenant shall within fifteen 115) days thereafter obtain the reiease and satisfaction of such lien. i f. See Exhibit G. and olice subscacion 8. USE OF LEASED PREMISES. Tenant shall use the Leased Premises for husiness office�purposes o�ly, and shall conduct its business at all times in accordance with all applicable federat, state, a�d toca( laws, regulations, and ordinances and all covenants, conditions or restrictions ot record applicable to the use or occupancy of the Leased Premises. Tenant shall, at its expense, obtain and maintain ali necessary permits required for the co�duct of Tenani's business on the Leased Premises. Tenant's use of the Leased Premises shall 6e further su6ject to any rules and regulations promulgated from time to time by the Landlord. The rules and regulations effective as of the date of this Lease are attached hereto as Exhibit E. See additionai terms regardiag use in Exhihit G. 9. AMERICANS Wl7H DISABIUTIES ACT. Tenant acknowfedges and agrees that, whiVe Landlord has reviewed and approved the plans and specifications for TenanYs leasehotd improvements, LandVord assumes no responsi6ititY for compliance of such plans and specificaiions, the Leased Premises or Tenant's ieasehold improvements with the Americans with Disabilities Aci of 1990 or the regulations promulgated thereunder ("ADA"), and Landlord shatt not be responsibie for any alterations or additions to the Leased Premises or any other portions of the building of which the Leased Premises are a part which may be required by the ADA. , Tenant agrees to comply in a{I respects with the ADA, including without limitation, by removing architectural barriers within the Leased Premises and the common areas of the Buiiding made necessary by Tenant's use of the Leased Premises and by strict conformance with the ADA in the design and construction of Tenant's leasehold improvements and any subsequent aiterations. Tenant shall indemnify and defend Landlord and shall hotd Landlord harmless from any damages, loss or liability, including without limitation the cost of barrier removal or alterations which may be performed by Landtord, resulting from the faiture of 7enant to comply strictly with the requirements of the ADA. 10. ENVIRONMENTAL. a. For purposes of this Lease, "Environmental Law" shal� mean any and ail federai, state, and local statutes, ordinances, and regulations relating to the environment respecting the storage, treatment, disposal, handling, and release of any Hazardous Substances. "Hazardous Substance" means any substance designated pursuant to ihe Ciean Water Act, Title 33 U.S.C. Section 1321, any element, compound, mixture, solution, or substance designated pursuant To the Clean Water Act, Title 33 U.S.C. Section 7321, any element, compound, mixture, solution, orsubstancedesignated pursuanttotheComprehensive Environmental Response, Compensation and Liability qct, Title 42 U.S.C. Section 9602, any hazardous waste having the characteristics identified under or listed pursuant to the Resource Conservation and Recovery Act, Title 42 U.S.C. Section 6921, any toxic poilutant listed under Section 307(a) of the Clean Water Act, Title 33 U.S.C. Section 1317(a�, any hazardous air pollutant Iisted under Section 7 7 2 of the Ciean Air Act. 7itle 42 U.S,C. Sectio� 747 2, any imminently hazardous chemical substanca or mixture with respect to which the Administratoc of the Environmental Protection Age�cy has taken action pursuant to Section 7 of the Toxic Suhstances Control Act, Title 15 U.S.C. Section 2606, any "Hazardous Waste," "Hazardous Substance,' "Pollutant," or "Co�taminant," as defined in che Minnesota Environmental Response a�d Lia6ility Act, Minnesota Statutes, Section t 158.02,any element, compound, mixtuce, solution, or su6stance defined as hazardous waste or as a hazardous suhstance under any curreni or future federaf, state, or local statuce, ordinance, or regulation relating to the environment, and any medical or infectious waste regulated by any federal, state, or local laws, statutes, or segulations. 6. Tenani agrees 2fiat it will not release, transport, store, use, generate, treat, or dispose of any # Substances on the Leased Premises EXCEPT for materials ordinarity and customarify used for office purposes, but even ihen only as a�thorized by and in accordance with aN Environmentaf laws. Tenant wiif comply � _ _ _ �.-r�:��x,.»:sn._�czr.Tr.��:.rFSrwr+r.�r.n:+ra. ` 97-333 ;. with any perlodic repoRing requirements concerning the use, storage, disposal, or transportation of any Hazardous Substances. 7enant agrees to indemnify, defend, and hold Landlord harmless from any loss, damage, costs, and expenses, including all a[torneys' fees, arising out of or in any manner relacing to the release, generation, transportation, treatment, storage, manufacture, emissian, use, or disposal of any Hazardous SubsTances on or in the Leased Premises durinq the term of this Lease, unless caused bV Landiord. This warranty and indemnity wiii survive the termination of this lease. Tenanc 11. MAINTENAtJCE: FEPAIRS; EXPENSES. i�aadleFA. shall be responsible for alI routine maintenance and repairs oF tfie Leased Premises.aad'for the maintenance and repair of all structural components and foundation of the Buifding. If any extraordinary repairs are required because of the negligence or intentional acts of Tenant, its emptoyees, agents, or invitees, Landlord shall charge Tenant for the costs of such repairs, and if not paid hy Tenant, such cos2s shall be payabie as Additionai Rent. *Landlord sna11 be responsiDle 7 2. LANDLORD'S RIGHT OF ENTRY. Landlord, or its authorized agents or attorney, shall have the right (6ut shall not 6e obligated! to enter the Leased Premises at any time in an emergency and at other times to inspect, test, make rep2irs, and show the Leased Premises to prospective purchasers ortenants. 13. INSURANCE. See Exhibit G. � . a n ... ..�,-,u,..,. �o s,.. �.o..,,...�.:.... io.,� �_.._, � � .. ' : �._.. e _ e_ . e.. • e.c'e_ _"; " . •' - <. b. Landiord shalf obtain and keep in fui! force and effect during the term of this Lease, the following insurance: (1) "af1 risk" insurance against ioss by fire, lighining, and risk customarily covered by standard extended coverage endorsement as xo the Building; (2) liability insurance for the Buiiding (outside the leased Premisesl in amounts deemed advisa6le 6y the Landlord; and - t3) flood insurance, if required. 14. WANER AND INDEMNIFICATION SY TENANT. a. Waiver. Tenant releases Landlord, its property manager and their respective agents and emptoyees from, and waives all claims for, damage or injury to person or propercy and Ioss of business sustained by 7enant and resufting from the Building or the Leased Premises or any part thereof or any equipment therein becoming in disrepair, or resulting from any accident in or about the Building. This paragraph shall apply patticuiariy, but not exclusively, to fiooding, damage caused by Building equipment and apparatus, water, snow, frost, steam, excessive heat or cold, broken giass, sewage, gas, odors, excessive noise or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler devices. Without iimiting the generaliTY of the foregoing, Tenant waives all claims and rights of recovery against Landlord, 97-333 its property mana9er and their respective agents and employees for any Ioss or dama9e to any property of Tenant, which loss or damage is insured against, or required to be insured against, by Tenant pursuant to Section 13 above, whether or not such loss or damage is due to the fault or negligence of Landlord, its property manager or their �espective agents or employees, and regardless of the amount of insurance proceeds collected or collectible under any insurence policies in effect. b. Indemnification. Tenant shall indemnify and hofd landlord and its agents and emptoyees harmtess from and against any and all claims, actions, lia6ility, and expense in connection with loss of tife, bodily injury, and/or damage occurri�g on the Leased Premises occasioned by Tenant, its agents, employees, servants, Iicensees, or invitees, untess the same be caused wholly or in part by the wipfu! or grossly negl+gent act or omission oi Land{ord, its agents or employees. If any action or psoCeeding is brought againsi the patties indemnified under this Section, Tenant, at its expense, upon receiving notice theseof from Landlord, agrees to defend such actSon or proceeding 6y counsel reasonably acceptable 2o Landlord. Nothing herein shatl 6e deemed to increase the limits of TenanYs tott cfaim iiabiiity beyond the iimits estabfished by Chapter 486 of Minnesota STatutes. 15. BUILDING SERVICE *11:00 P.:1. Monday througn Sunda;:, inctuding holidays� a. Basic Services, Landlord shall furnish the following services: (i) heating and air conditioning to provide a temperature condition required, in Landlord's judgment, for comfortable occupancy of the Leased Premises under normaf business operations, daily from 8:00 A.M. to' • , �(ii) men's and women's restrooms at locations designated by Landlord and in common with other tenants of the Building; (iii) daily janitor service in the �ease9-FceAa+ses�aa� common areas of the Building, weekends and holidays excepted, including periodic outside window washing of the ge�ecexceri� windows in the Leased Premises� . b. Electricitv. Electricity sfiall be distributed to the Leased Premises either by the electric utility company serving the Building or, at Landlord's option, by Landlord; and Landford shall permit Landlord's wire and conduits, to the extent available, suitabie and safefy capable, to be used for such distribution. lf and so long as Landlord is distributing electricity to the Leased Premises, Tenant shall obtain atl of its electricity from Landlord-aa� c. Teleahones. Tenant shall arra�ge for telephone service directly with one or more of the telephone companies servicing the Buitding and shafl be solely responsible for paying for s�ch te4ephone service and cab4ing necessary for use of the telephone service. if Landlord acquires ownership of the telephone cabies in the Buiiding at any time, Land4ord shaff permit Tenant to connect to such ca6les on such terms and conditions as Landtord may prescribe. In no event does Landlord make any representation or warranty with respect to teiephone service in ihe 8uifding, and Landlord shal� have no fiability with respect thereto. d. Additional Services. Landlord shali not be obligated to furnish any services other than those stated above. If Landlord elacts to furnish services requested by Tenant in addition to those stated above (inciuding services at times other than thosa stated above), Tenant shall pay Landlord's then prevailing charges for such services. if Tenant shall fail to make any such payment, Landlord may, without notice to Tenant and in addiTion to ali other remedies available to Landlord, discontinue any additional services. No discontinuance of any such service shal! result in any Iiability of Landlord to Tenant or be considered as an eviction or a disturbance of TenanYs use of the Leased Premises. In addition, if TenanYs concentration of personnei or equipment adversefy affects tfie temperature or humidity in the Leased Premises or the Building, Landford may instalf supplementary air conditioning units in the �eased Premises; and Tenant shaff pay for the cost of installation, maintenance, and use thereof. e. Failure or Delav in �urnishinq Services. Tenant agrees that LandVord shall not be liable for damages for failure or delay in furnishing any service stated above if such failure or defay is caused, in whole or in part, by any one or more of the events stated in Section 36.i. below, nor shali any such failure or delay be considered to be an eviciion or disturbance of TenanYs use of the Leased Premises, or relieve 7enant from its obligation to pay any Rent when due, or trom any other obiigations of Tenant under this Lease. q7 33� 16. ALTERATIONSAND LIENS. Tenant may not make any alterations or improvements to the Leased Premises lexcept routine maintenance and repairs as provided in Section 11 hereof) without first obtaining the prior written consent of the Landlord. Tenant shall not allow any liens of any kind to attach to the Leased Premises or the Property, including mechanics' liens. 7 7. SIGNAGE. Tenant may not post any signs of any type in the Building or on the Property without the prior written consent of Landlord. Any signage shall be compatible with Landlord's signage in the Buitding. t S. - SUBORO WATION OF LEASE. This Lease shalf be su6ordinate to ihe lien of any present or future mortgage against the Leased Premises and 2he Property. Upon wriiten re4uest o4 Landford or the hoider of any such mortgage, Tenant sha(t by appropriate instrument subocdinate its rights under this Lease to the tien of such mortgage. A refusat by Tenant to execute and deliver any such instrument shall constitute an event of default under this Lease. 19. QUIE7 ENJOYMENT. Landlord represents and warrants ffiat the Leased Premises are owned or controlled by Landtord, that �andford is empowered to enter into this Lease, and that it will warrant and defend against all lawful claims for TenanYs peacefui possession of the Leased Premises during the Lease Term, subject only to such conditions as are provided in this Lease, so long as Tenant keeps and performs promptly each of the terms, covenants, and conditions of ihis Lease to be performed or kept by it. 20. ATTORNMENT, Tenant shail, in the event any proceedings are brought for the foreclosure of any mortgage made by Landlord covering the Property, the Building, and the Leased Premises, attorn to the purchaser upon any such foreclosure and recognize such purchaser as owner under this Lease. Upon the request of any interested party, Tenant shall execute, acknowledge, and deliver an appropriate instrument evidencing the attornment provided for in this Section. A refusai by Tenant to execute and deliver any such statement shall constitute an event of default under this Lease. 21. DAMAGE TO LEASEO PREMISES. If the Leased Premises are damaged or destroyed by Fire or other casualty insurable under standard "alI risks" insurance so as to become partialty or iotaity untenantable, Landlord may efeci to terminaie this Lease by giving not+ce ihereof to Tenan2 within one hundred twenty 1120) days after such occurr2nce. If Landlord exercises such right, then this Lease shalt cease as of the date of such notice, and att Rent and other charges payabie by Tenant shall be adjusted as of that date. If Landiord does not elect to terminate this Lease, then Land)ord shaif repair and restore the Leased Premises with due diiigence, and ali Rent and other charges payable hereunder shail be abated during any period in which such damage materially interferes with the operaTion of ?enant's business on the Leased Premises. Tenant shall be responsible for reconstruction of all of TenanYs improvements on the Leased Premises and for replacement of all of 7enanYs personal property. Landlord shall not be liable for delays encountered in repairing and restoring the Leased Premises 6eyond its controf such as acts of torce majeure. Rent abatement shall be TenanYs sole right against Landlord by reason of such damage, and such abateme�t shatl apply only during the period commencing with such damage and ending wrten Landtord suhstantially completes its rePairs. 22. C�NDEMNATION OF PROPERTY. tf any patt of the Leased Premises shatl be taken by eminent domain, then the Term of thfs Lease shatt ierminace as to che portion of The Leased Premises taken as of the date possession shalf be assumed by the acquiring authority, and all Rent shal4 be adjusted as of the date of such termination. In the event a partial taking is not so extensive as to render the Leased Premises unsuitabfe for the business of Tenant, this Lease shatl continue in effect as to tfie remainder of the Leased Premises. In the event of any taking of the Leased Premises, Tenant shall have no claim against Landtord or the condemning authority tor ihe vaiue of the unexpired term of this Lease, and Tenant sha11 not be entitled to any part of the condemnation award, whether paid as compensation tor diminution in value to the leasehold or to the fee ot the Propetty. Landlord shall be entitied to receive the full amount of such award, and 7enant shall assign to Landlord its interest therein. To the extent the amount recovereble by Landlord is not diminished thereby, Tenant shali have the right to claim and recover from the condemning authority (6ut not from Landlordl such compensation as may 6e separately awarded to Tenant in Tenant's own name and right on account of any relocation expenses. � 23. DEFAULT. The occurrence, at any time prior to or during the Term, of any one or more of the following events, shall constitute an "Event of Default" hereunder and shaif entitle Land(ord to exercise any of the remedies set forth in Section 24 herein: a. if Reni or any other charge payabfe by Tenant under this Lease shafl be unpaid on tfie date payment is required; or b. if Tenant fails to perform any of the other terms, conditions, covenants, and obligations of this Lease to be observed and performed by Tenant as and when due or when to be performed; or 97-333 c. if Tenant shail vacate or abandon the Leased Premises (a failure, without Landiosd's written consent, to operate its business in the Leased Premises for twenty (20} consecutive days or more being conciusively deemed an abandonment); or d. if Tenant shall suffer this Lease to be taken under any writ of execution, attachment, or other process of faw, or if this Lease shalt by operation of law pass to any patty; e. if TenanT shall fiie a voluntary pe2ition in bankruptcy or insolvency, or sha�I be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composicion, readjustment, liquidation, dissolution or similar relief under The present or any future federai bankruptcy aci or any other present or future applicable federal, state or other sLatute or law, or shaA make an assignment for the benefit of credimrs or shall seek or consent to or acquiesce in the aqpointment of any trustee, receivec or GGUidacor af Tenant or of aIl or any part of TenanYs propetty; or f. if, within thirty (301 days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other siatute or law, such proceeding shall not have been dismissed, or if, within thirty 130) days after the appointment of any trustee, receiver or liquidator ot Tenant, or of all or any part of Tenant's property, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall 6e issued against Tenant or any of TenanYs propetty pursuant to which the Leased Premises shali be taken or occupied or attempted to be taken or occupied. 24. REMEDIES AND �AMAGES. Upon the occurrence of an Event of Defautt, Landtord shall have 2he right at its election, then or at any time thereafter, and while such Eveni of Defaufi shal! continue, and without limiting Landiord in the exercise of any other right or remedy Landlord �nay have on account of such Event of Default, to exercise any one or more of the foffowing rights: a. Upon the occurrence of an Event of Default, the balance of any Rent due for the remainder of the 7erm shall be considered at once due and payabie without notice or demand by Landlord; b. Landlord may, ten (7 0) days after sending written notice of such default to Tenant, 2erminate this Lease and re-enter the Leased Premises and take possession of the Leased Premises, or re-enter the Leased Premises and take possession of the Leased Premises without terminating this lease, at �andtord's option. No re- entry or taking possession of the leased Premises by Landlord shail be construed as an election on its pari to termi- nate this Lease unless a notice ot such intention is given to Tenant (all other demands and notices of forfeiture or ather similar notices being hereby expressly waived by TenantS. Upon the service of any such notice of iermination, the Serm of This Lease shall automaticafty terminate. Shouid Landiord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recove� from Tenant alt damages it may incur by reason of such breach, including the cost of recovering the Leased Premises, reasona6le attorneys' fees, and the value at the time of such termination of any Rent, including Base Rent and estimated Additional Rent, reserved in this Lease for the remainder of the Term, together with interest on such unpaid amounts at the rate of eighteen percent f 7 8%] per annum or the highest rate then allowa6le by the laws of the St2te of Minnesota, whichever is �esser, all ot which amounts shall be immediately due and payahle from Te�ant to land(ord. c. Without demand or notice to re-enier and take possession of the Leasad Premises, or any pan thereof, and repossess the same as of Landtord's former estate and expel Tenant and those cfaiming through or under Tenant, and remove the effects of both or either Iforcibty, it necessary) wiihout being deemed guilty of any manner of trespass and without prej�dice to any remedies for arrears of rent or precedin9 breach of covenants. Should Landlord elect to re-enter as provided herein, or should Landlord take possession pursuant to Iegai proceedings or pursuant to any notice provided for by Iaw, Landlord may, from time to time, without terminating this Lease, relet the Leased Premises, or lease any part thereof, for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord may deem advisable, with zhe right to make alterations and repairs to the Leased Premises. No such re-entry or taking of possession of the Leased Premises shali be construed as election on Landlord's part to terminate this Lease un(ess a written notice ot such termination be given io Tenant or unless said termination be decreed hy a court of competent jurisdiction. d. Landlord may maka such alterations and repairs as it sha0 determine may be reasonabty necessary to relet ihe Leased Premises, and Landlord may Ihut shail not be required to1 relet the same or any part thereof upon such terms and conditions as Landlord in its sole discretion may deem advisable. Upon any reletting, all rentais received by Landiord trom such reletting shall be appiied as follows: first, to the payment of any indebtedness other than Rent or other cfiarges due under this Lease from Tenant to Landlord; second, to che payment of any costs and expenses of such reletting, inciuding brokerage fees, attorneys' fees, and costs of such alterations and repairs; and third, to the payment of Rent and other charges due and unpaid hereunder. In no event �7-33� shail Tenant be eniitled to receive any surplus of any sums received by Landlord on a reletxing in excess of ;he Fent and other charges payable hereunder. If such rentals and other c�arges rereived from such refetting during any month are fess than those to be paid during that month 6y Tenant, Tenant shall pay any such deficiency to Landlord upon demand. e. Landford may coffect from Tenant amounts in connec:ion with any other loss or damage which Landlord may sustain by reason of any breach and any diminished value of the Leased Premises resuiting from any such breach. f. Landlord may, but shali not be obligated to, perform any obiigztion of Tenant under this Lease; and,if Landlord so elects, alicosts and expenses paid by landlord in performing such obligation, together with interest at the Default Rate, shall he reimbursed by Tenant to Landlord on demand. Any and alf remedies sec forth in this lease: (i1 shal! he in addition to any and alt other remedies Landiord may have at law or in equity, (ii) shal� be cumulative, and (iiil may be pursued successivefy or concurrentty as Landiord may elect. 7he exercise of any remedy by Landlord shall noi be deemed an election of remedies or preciude Landbrd from exercising any other remedies in the £uture. No termination or repossession referred to in this Section 24 shall relieve Tenant of its Iia6ility and obligations under this Lease, ail of which shail survive such termination or repossession. Landlord's ri9hts and remedies shall be cumulative and may be exercised and enforced concurrentfy. Any right or remedy conferred upon Landlord under this Lease shall not be deemed to be exclusive of any other right or remedy it may have. 25. SURRENDER OF PROPERTY. On the iast day of the Lease Term or on the earlier termination thereof, Tenant sfiaff peaceably surrender the Leased Premises to Landlord in goad condition, 6room clean, reasonable wear and tear excepted. If Landlord requires Tenant to remove any improvements or alterations pursuant to Section 5, then such removal shatl be done in a good and workmanlike manner; and upon such removai Tenant shall restore the Premises'to ics condition prior to the installation of such alternations. If Tenant does not remove such alteraiions after request io do so by Landlord, Landlord may remove the same and restore the Leased Premises; and Tenan2 shali pay the cost of such removal and restoration to Landlord upo� demand. Tenant shafl also remove its furniture, equipment, trade fixtures and all other items of perso�al property from the Leased Premises prior to the termination of the Term or Tenant's right to possession of the Leased Premises. If Tenant does not remove such items, Tenant shall be conclusively presumed to have conveyed ihe same to Landlord without further payment or credit by Landlord to 7enant; or at Landlord's sole option such iiems shaff be deemed a6andoned, in which event Landbrd may cause sucn items to be removed and disposed of at TenanYs expense, without notice to Tenant and without obligation to compensate Tenant. 26. HOLDING OVER. In the event Tenant remains in possession of ihe Leased Premises after the expiretion of ihe Lease Term, Tenant, at Landlord'S oRtiort, without the execution of a new lease, shafl be deemed to be occupying the Leased Premises as a tenant from month-to-month at twice the annuaf Rent for the last year of the Lease Term, su6ject to all other conditions of this Lease. 27. SUBSTITUTIONOFOTHERLEASEDPREMISES.Atanytimehereafter,Landiordmayuponthirty(301days' prior notice to Tenant, su6stitute for the Leased Premises other premises in the Building (the "New Leased Premises"1, provided, that the New Leased Premises shall be reasonably usabie for Tenant s business hereunder; and, if Tenant is already in occupancy of the Leased Premises, then in addition Landlord shall pay the expenses of moving Tenant from the Leased Premises to the New Leased Premises and for improving the New Leased Premises so that they are substantiaily Similar to the Leased Premises. 28. ESTOPPEI CERTlFICATES. Tenant agrees that, from time to time upon not less than ten (10) days prior request by Landlord, Tenant shaA execute and deliver to landlord a written certificate certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifiications, a description of such modifications and that this Lease as modified is in full force and effectl; Iii) the dates to which Rent has been paid; Iiii) that Tenant is in possession of ihe Leased Premises, if that is the case; (iv) that Landlord is not in default under this Lease, or, if Tenan2 believes Landtord is in defaulx, the nature thereof in detail; (v) that Tenant has no off-sets or defenses to the performance of its obiigations under this Lease (or if Tenant believes there are any off-sets or defenses, a fuil and complete explanation thereof); and Ivi) such additional matters as may 6e reGUested by Landtord, it being agreed thai such certificate may be relied upon by any prospective purchaser, moagagee or other pesson having or acquiring an interest in the Building. If Tenant fails to execute and deliver any such certificate within ten (10) days after request, 7enant shall be deemed to have irrevocably appoin2ed Landlord as TenanYs attorney-in-fact to execute and deiiver such certificate in 7enant's name. 29. IIMiTATION OF lfABiLITY. A�y Iiability of Landlord under this Lease shall be Iimited solely to its equity interest in the Building, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shaii any recourse be had to any other property or assets of Landlord. � 7-.3.3� 30. JOINT AND SEVERAL LIABILITY. If Tenant is a general partnership, the obiigations of Tenant under this Lease shall be the joint and several obligations of Tenant and all of the general pattners of 7enant. If chere is more than one person or entity signing this Lease as Tenant, then the obligations of Tenant under this Lease shall be the joi�t and several obligations of afl such persons or entities. 31. AUTHORITY TO MAKE LEASE, Tenant is a municioal corporacion duly formed, validly existing and in good standing under the taws of the Stace ot Minnesota , is duly ticensed or quaiified to transact business in the State of Minnesota, and has afI requisite power and authority to execute and deliver this Lease and to perform all of its obligations hereunder. Tfie execution and detivery of this Lease and performance of the terms hereof by the Tenant has been duVy autfiorized by afl requisite action of Tenant and does -and wiii not {a) require any authorization, consent or approvat of any person or governmentai department, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) vioiate any law, rule, regulation, order, writ, injunction or decree presently in effect having appiicability to 1'enant or provision of the organizational documents ot Tenant. 32. SECURITY INTERES7. Tenant hereby grants to Landlord a Iien and security interest under the Uniform Commerciai Code in all property of Tenant now or hereafter placed on the leased Premises. including but noc limiied to Ieasehold improvements, trade fixtures, furnishings and inventory. Tenant agrees to execute such financing siatements and furnish such information as Landlord may from time to time request in order to perfect this security interest. Landlord may at its election file a copy of this Lease as a financing statement. landlard, as a secured party, shaN be entitled to aVI of the rights and remedies avai{abie to a secured parcy under the Uniform Commercial Code. Tenant agrees that it shali not grant any other lien or security interest on such personal property wichout the prior written consent of Landlord. 33. ERISA COMPIIANCE. Tenant represenis and warrants unto Landlord that li) Tenant has complied and will, during the term of this Lease, compiy with alt funding and other requirements of the Employee Retirement Income Security Act of 1974, as amended I"ERISA"), and all oiher applicable laws; and (ii) Tenant does not and will not, during the term of this Lease, have any liability under ERISA, including bui not limited to any existing or potential withdrawal IiahilitY from any employee benefit plan. 35. WAIVER OF .IURY TRIAL. TENANT AND LANDLORD HEREBY IRREVOCABLY WAfVE ALL RiGHT TO TRIAL BY JURY lN ANY ACTION OR PROCEEDING, OR COUNTERCLAIM fWHETHEfl BASED UPON CONTRACT, TORT OR OTHERW(SE7, ARISING OUT OF OR flELATING TO THfS LEASE, THE LEASED PREMfSES, THE BUILDING OR THE PROPERTY, OR. THE 7RANSACTIONS COfV"fEMPLATED HEREBY. 36. GENERAL PROVISIONS. a. Entire Aareement. This Lease and any exhibits hereto constitute the complete agreement between Landiord and Tenant concerning the Leased Premises. There are no oral agreemenYS, undecstandirtgs, promises, or representations between Landlord and Tenant affecting this Lease. Any prior negotiations and understandings between the parties and any other leases regacding the Leased Premises shal! be of no force or effect and shall not ba used io interpret this Lease. b. Successors a�d Assians. All rights and liabifities herein given to or imposed upon the respective parties hereto sfiall extend to and bind the respective successors and assigns of the patties. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been made in accordance with the provisions of this Lease. c. Governinq Law. The laws of Minnesota shall govern this Lease. d. Amendment. Except as otherwise expressly provided herein, no afteration or addition m this Lease shall be binding upon Landlord or Tenant untess made in writing and eXecuted by both parties. e. Notices. Whenever any payment, notice, consent, approval, or authorization is required or permitted under this Lease, tfie same shali be in writing and shail be sent by hand defivery or by iegistered or certiEied mait (retum receipT requested), postage prepaid, as foVlows: To Landlord: K/B Fund 111 c/o Koll Management Services, Inc. 2600 Minnesota World Trade Center 30 East Seventh Street St. Paul, MN 55707 10 9� 3.�� 7o Tenant: Saint Paul Police ATTN: Commander Sturner 345 Wa6asha Street St. Pau1, MN 55t02 Each party may setect a different address for the receipt of notices and shall so notify the other party in writing. f. Assianment: Subiettinq. Tenant may assign this Lease or su6let the Leased Premises onty �,vith the prior written consent of Landlord. Any assignment or su6letting shall n4t release Tenant from its obfigations hereunder. g. Attornevs' Fees. fn the event of a defauli by Tenant in any of the xerms of this lease, Tenan: shall pay to Landiord on demand all attorneys' fees and costs incurred in the enforcement of this Lease. h. Severabiiitv. If any term, condition, covenant, or provision of this lease or che application thereof to any circumstance shall, to any extent, 6e held by a court of competent jurisdiction or by any authorized governmental autharity to be invalid, void, or unenfarceable, the remainder of this L=ase shaii not be affected by such holding, and the remaining terms, conditions, covenants, and provisions hereof shali continue in full force and effect. i. Force Maieure. Landlord shail not be in default hereunder and Tenant shaii not be excused from performing any of its obiigations hereunder if Landlord is prevented from performing a�y of its obligations hereunder due to any accident, breakage, strike, shortage of materials, acts of God or other oauses beyond LanClord's reasona6le control. ' j. Caotions. The headings and titles in this Lease are for convenience only and shall have no effect upon the construction or interpretation of this Lease. k. No Waiver. No receipt of money by �andlocd from Tenant after termination of this Lease or after the service of a�y notice or after the commencing ot any suit or after final judgment for possession of the Premises shall renew, reinstate, continue or extend the Term or affect any such notice or suit. No waiver of any default of Tenant shall be implied from any omission by Landlord to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other Than the default specified in the exprass waiver and then oniy for the time and to the extent therein stated. I. No Recordinq. Tena�t sha(I not record this Lease or a memorandum of this Lease in any ofificiat records. m. Additionai Terms. Additional terms of this Lease are set forth in Exhibit G attached hereto. n. See Exhibit G. iN WITNESS WHEREOF, the undersigned have executed this Lease as of the day and year first-above written. LANDlORO: K18 Fl1ND 111, a DeVaware general partnership By KIB OPPORTUNITY FUND III, L.P., a Delaware limited partnership, Its general partner By KB OPPORTUN(TY tNVESTORS, a Calitornia general pattnership By KOLL INVESTMENT MANAGEMENT, INC., d/b/a K/B Realty Advisors, a California corporation its General Partner By: 1t5: Date: 11 ��-.33� Assistant City Atiorney �fi}� �vf St�l��-, c � ��c�t�- is I.(,Yl�� Q Y'�P.(il � �ZC'� ��3�� < V ba.c` n� ,� �+�c� t2 9�-3.�� EXHIBIT A LEGAL DESCRtPT10N Tract A. Registered Land Survey Nn. 517 Tracts A, 8, G, I, K, L, M, Q, S, T, U, V, W, Y, DD, 11, JJ, LL, UU, WW, XX, YY, AAA, CCC, DDD, EEE, JJJ, Registered Land Survey tJo. 578. Tract 8B6, Registered Land Survey No. 5t8, except those portions of said Trect 866 described as follows: That portion of Tract 6BB, Registered Land Survey No. 578, lying hetween elevations 100.42 feet and 104.76 feet and Iying within the foiiowing described 6oundaries: Commencing at Point L show� on said Trac2 BBB; thence N54°51'16"E aiong the common tract line of Traas BBB and CCC, Registered Land Survey No. 518, a distance of 2,93 feet to ihe actual point of beginning of the parcef to be described; thence N35°14'}6"W a distance of 12.30feet; thence N54°45'44"Ea distance of 5.87 feet to the common tract line of Tracts BBB and FFF, Registered Land Survey No. 518; thence S35 the common tract line of said Tracts B86, FFF and CCC, a distance of 12.30 feet; thence S54 ° 5 7' 16"W along the common tract line of Tracts B B B and CCC, Registered Land Survey No. 5 7 8, a distance of 5.87 feet, more or less, to the actuai point of beginning. And excapt that portion of Tract BBB, Registeced land Survey No. 518, lying a6ove a sioping plane surface having an efevatio� of 94.30 feet atong Line E shown on said Tract SBB, and an elevation of 100.42 feet along Line F shown on said Tract BBB, and fying within the foltowing described boundaries: Commencing at said Point L; thence N54°51' 16"Ealong the common tract line of Tracts B88 and CCC, Registered Land Survey No. 518, a distance of 2.93 feet; thence N35°14'16"Wa distance of 12.30feet to the actual point of beginning of the parcel to be described; thence N35 ° 14'16"W a distance of 10.52 feet to the point of beginning of Line E; thence iV54°45'44"Ea distance of 5.87 feet along said Line E to the point of termination of said Line E; thenca S35°14'16"Eatong the common tract line of Tracts BBB and FFF, Registered Land Survey No. 518, a distance of 10.52 taet to the point of beginning of Line F; thence S54°45'44"W a distance of 5.87 feet, more or less, aiong said l.ine F to the actuaf point of beginning, said point afso being the point of termination of said Line F. Tract GGG, Registered Land Survey No. 518, except that portion of said Trect GGG which lies directly above Tract ZZ, Registered Land Survey No. 518. A-1 9�-3�_3 EXHIBIT B [Floor Plan Oepicting Leased Premises] B-t EXHIBIT C COMMENCEMENT DATE AGREEMEiVT �' �-333 K/8 Fund III, Landlord, and The Citv of Saint Paul actino throuqh the Sa+nt Paul Police Deoartment , Tenant, have entered into a Lease for Suite located m Town Square at 444 Cedar Street, Si. Paui, Minnesota, dated , t99 7 . t,andlord and Tenant hereby agree that the Commencement Date for the lease is , and that the Expira2ion Data is . Dated: , � gg LANDLORD: K/B FUND III, a Delaware general partnership By K/B OPPORTUNITY FUND III, L.P., a Delaware limited pattnership, Its general pattner By KB OPPORTUNITY INVESTORS, a California generel partnership By KOLL iNVESTMENT MANAGEMENT, INC., d/b/a K1B flealty Advisors, a Cafifornia corporation Its General Partner By: Its: Date: TENANT: THE CITY OF SAINT PAUL ACTING TNROUGH THE SAINT PAUL POLICE DEPARTMENT By: Name: Title• Mavor By: Name: Title: Chief af Poiice BY: Name: Title:_ _ Director, Deoartment of Finance and Manaoement Services Approved as to form: Assistant City Attorney C-1 9� �3� EXHIBIT D (IN7ENTIONAILY OMITTED! �YIIRK-I.E�t€R --' � —'-= �- �......__... T€N/�NT• rr,,, r•... „a c..� �� ' ' s�_uTS y AegarFinan� �5? . r.�� f ' _ _ _ ' _. """' '. _ . ,. �� . r.,...ti...a .,� r ic 6i 5 f ..a c,.. � ....ai,..a• ^ s,. . � . � . � RFers�ises. D-1 �.._�_.o,:c.ar.cr r;rar-rcr.saranrr_�asmocr.'antn_ - • "' "." ' "_' "" 9°��.333 - - - -- - - - - ------ , � �_ ---- -------------- - - :=- - -- -.- __- _ . ._ - - - - ,�. . . ... : ..... . .. . . ..... . - �------------------- -=---- �-.--- - ..-: _.. --.__.__.___._.__..__._ -- -.- -.----..-�---�---.._, .�.z�. - _ _ _ ;..�:�.. D-2 9'��33_3 - • -- - . . - - - - --- - - A�� Atame' S�tle' Ghief ef ° slisB - • _ . ..' '••„ ' • - ' D-3 q�� _� , „ n_ _ � �i�!i�\�3� "e___ _ _ _'_ �:-" - '"- " -"".. `"'"_'__' 9�-3.� 3 D-5 9� 3.�.3 ��.�,� � . . - _._.-- -• �� ._ ._. 9�-�3� D-7 �7 333 EXHIBIT E [Rules and Regulationsl Secu�ity Landlord may from time to time adopt appropriate systems and procedures for the securitY or safety of the Building, any persons occupying, using or entering the same, or any equioment, finishings or co�tents thereof, and Tenant shall comply with Landlord's reasonable requirements relative therexo. 2. Locks Landlord may from time to time instali and change locking mechanisms on entrences to the Buiiding, common areas thereof, and the Premises, and (unless 24 hour security is provided by the Building) shall provide to Tenant a reasonable number of keys and replacements thereot to meet the bona fide requirements of Tenant. in these rules "keys" include any devise serving xhe same purpose. Tenant shall not add to or change existing locking mechanisms on any door in or to the Premises without Landlord's prior written consent. If with Landlord's consent, Tenant instalis Iocklsi incompatible with the Building master locking system: la) Landlord, without abatement of Rent, shall be relieved of any obligation �nder the Lease to provide any service to ihe affected areas which require access thereto, Ib) Tenant shall indemnify Landlord against any expense as a result of forced entry thereto which may be required in an emergency, and (c) Tenant shall at the end of the Term and at Landlord's request remove such lock�s) at TenanYs expense. 3. Refurn of Keys Tenant shall be responsible for re-keying all locks to the Premises at its expense. At the end of the Term, 7enant shail promptly return to Landlord ail keys for the Buiiding and Premises which are in possession of 7enant. 4. Windows Tenant shall observe Landiord's rules with respect to maintaining window coverings at all windows in the Premises so that the Buiiding presents a uniform exterior appearance, and shall not install any window shades, screens, drapes, covers or other materials on or at any window in the Premises without Landlord's prior written consent. Tenant shall ensure that window coverings are closed on ail windows in the Premises while they are exposed to the direct rays of the sun. 5. Repair, Maintenance, Alta�afrans and /mprovemenis Tenant shali carry out TenanYs repair, maintenance, alterations and improvements in the Premises oniy during times agreed to in advance by Landlord and in a manner which wili not interfere with the rights of other tenants in the Building. 6. Water Fixtures 7enant shall not use water fixtures for any purpose for which they are not intended, nor shall water be wasied by tampering with s�ch fixtures. Any cost or dama9e resuiting from such misuse by Tenant shall be paid for by Tenant. 7. Personal Usa of Premises The Premises shail not be used or permitted to be used for residentiai, lodging or sleeping purposes or for the storage of personal effects or property not required for business purposes. 8. Heavy Articles Tenant shall not place in or move about the Premises without Landlord's prior wtitten consem any safe or other heavy article which in Landlord's reasonable opinion may damage the Building, and Landlord may designate ihe Iocation of any heavy articles in the Premises. 9. Caipet Pads In those portions of the Premises where carpet has been provided directly or indirectly by Landlord, Tenant shall at its own expense install and maintain pads to protect the carpet under all furniture having casters other than carpet casters. 10. 6icycles, Animals Tenant shall not bring any animals or birds into the Buiiding, and shall not permit bicycles or other vehicles inside or on the sidewalks outside the Buiiding except in areas designated from time to time by Landlord for such purposes. E-7 �� 9 �-333 1 i. Dafiveries Tenant shall ensure thai detiveries ot materials and supplies to the Premises are made throu9h such entrances, elevators and corridors and at such times as may From time to time be designated by Landlord, and shall promptly pay or cause to 6e paid to landlord the cost of repairing any damage in the Building caused by any person making such deiiveries. 1 2. Fumifu�e and Equipment Tenant shali ensure chax turniture and equipment being moved into or out of the Premises is moved through such entrances, elevators and corridors and at such times as may from time [o cime be designated by Landlord, and by movers or a moving company approved by Landlord, and shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in [he Buiiding caused thereby. 7 3. So/icifafions Landlord reserves the right to restrict or prohibit canvassing, soliciting or peddlin9 in che Buitding. 14. Food and Beveragas Only persons approved from time to time by Landlord may prepare, solicit orders for, seil, se�ve or distribute Foods or bevera9es in the buiiding, or use the elevators, corridors or common areas for any such purpose. Except with Landlord's prior written consent and in accordance wiih arrangements approved by Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or bevereges or for the preparation, solicitation of orders for, sale, serving or distribution of food or beverages. 15. Refuse Tenant shall place all refuse in proper receptacles provided by TenanT ac its expense in the Premises or in receptacles (if any) provided by Landlord for the Building, and shall keep sidewalks and driveways outside the Building, and lobbies, corridors, stairwells, ducts and shafts of the Building, free of all refuse. 76. Obst�uctions Tenant shall not o6struct or place anything in or on the sidewaiks or driveways outside the Building or in the lobbies, corridors, stairwells or other �ommon areas of the Buiiding, or use such locations for any purpose except access to and exit from the Premises without �andlord's prior written consent. Landlord may remove at l'enanYs expense any such obstruction or thing Iunauthorized by Landlordl without notice or obiigation to Tenartt. 17. Dengeious o� /mmaral Acfivities Tenanf shall not make any use of the Premises which involves the danger of injury to any person, nor shall the same be used for any immoral purpose. 18. Proper CanducS Tenant shall not conduct itself in any manner which is inconsistent with the character of the Buiiding as a firsT quality 6uilding or which wiit impair the comfort and convenience of other tenants in the Building. 19. Employees, Agants and lnvifees 4n these Rules and ReguVatio�s, Tenant include the empioyees, agents, invitees and licenses of Tenant and others permirted by Tenant to use or occupy the Premises. E-2 . 9� 333 GUARANTY EXHf61T F IINTENTIONALLY OMITTED) �"` aadle d"1 'a enfe�inte zhn zsr�dv a —__ _ - � n ..._� a <� s � ' ' " ' " ' ' _ _ ' ' ' _ ' _ _" ' _ " ' _' " -." -' . . . .._' ' '_ '-.: �' ' " "" " " " " " ' _ _ ' _ _ _ '.. ' " ' '" v"'v �' '- "'- ,'- ' " "" "-' -"' ''"'- ._-" " . i F-7 t.� . .. _., , TERMINATION OPTION. Landlord and Tenant shail each have the right to terminate this Lease at any time during the Term and without cause, upon 120 days' advance written notice to the other party of its intention to terminate. The parties shall execute a Termination of Lease effective 720 days following said wriTten notice. EXHIBIT C, ADDITIONAL TERMS 3. 7.(fi} CONDiTION OF PftEM1SES Landiord is not responsible improvements at the Leased Landlord. 97 333 Tenant accepts the Leased Premises in an "as-is" condition and acknowledges that for making any improvements to the Leased Premises. Alt existing fixi�res and Premises as of the date of this Lease are currently and will remain the property of USE OF LEASED PREMISES. Tenant shall use the Leased Premises as a Saint Paul Police substation and for related activities, inciuding roll call, locker/changing rooms, and administration. No portion of the Leased Premises may be used as a police ho(ding room, nor may any suspects be trartsported or brought to the leased Premises or the Building. At the discretion of Tenant, a portion of the Leased Premises may be used by the MTC police for monitoring their transit station. 73.�a) TENANT'S INSURANCE. Tenant, being an arm of the City of Saint Paul, has deemed itseif self-insured. 36.{n1 RELATIOSJSNIP OF PARTIES. Nothing contained in this tease sfiatt be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or joint venture or of any association whatsoever between Landlord and Tenant;it being expressly understood that neitherthe method of computation of rent, nor any otfier provisions conTained herein, nor any act or acts of the parties shati be deemed to creaie any relationship between Landiord and Tenant other than that oflandlord and tenant. LTH 2�35521ea G-1 -., 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 By: Requested by Dep�-tment of: Police RESOLVED, that the proper City 6�cials are hereby authorized and directed to execute agreements with K/B Fund III which include indemnification clauses to save and hold the Landtord harmless from any and all claims arising out of the city's use of space #152, located in Town Square at 444 Cedar Street, St. Paul, MN. A copy of said agreement is to be kept on file and of record in the Reai Estate Division. °nteuer By: Form A��oved by Adopted by Adoption Certified by Co� Secretary: BY � `��_ 2- . 1—��va Approved by May r: Da e: � � ( �� 1�-�- By: �--� KBFUND.XLS �'f �z f � `',,�, � , � � �a.i F� 'wi �� e `e e �8 L e -G° = ; -_ :� 2�ESOLU'�ON ';SATN'FyPAUL, �VIINNESOTA Councii File # Green Sheet # 1� Committee:Date: � 3�.'7— Approved by_Mayor for Submission to Council: BY: �� .,.� . �t Y V ��X�� - v v .. ... +. 17EP1�R7MEN7ADFFICE/COUNdL DATE INITIATED Po1=�e De z125/97 GREEN SHEET CONTACi,PER50N 8 PHONE INITIAUDATE INRIAV�ATE DEPARTMENTDIRE CfiYCOUNCIL Ch2'1�f_Finne 292-3SS8 "�" �cmnrroAwer �CITYCLERK MUST BE ON CAUNCIL AGENDA BY (DATE) NUNBEq FOfl ❑ BUDGEf DIRECTOR � FIN. & MGT. SEiiVICES DIR. POUTINO OilDEH MAVOfl (OR ASSISTAN'n O TOTAL # OF SIGNATURE PAGES (CLiP ALL LOCATIONS FOR SiGNATURE) ACTION pEQUESTED: Pass the attached council resolution allowing the Saint Paul Police Depart- ment to enter into a contract with K(B Fund III for space for a sub- station in Town S uare. RECOMMENDA7fON5: npprove (a) or Reject (R) PERSONAL SERVICE CONiRACTS MUSi ANSWER THE FOLLOWING QUESTIONS: _ PLANNING COMMISSION _ CIVIL SEFVICE COMMISSION �� Has this perso�rm ever worketl under a contract for this de0artment? _ GIB CAMMITTEE ! YES NO _ S7AFF 2. Has this personttirm ever been a ciry employee? — VES NO _ DISTFi1GT GoURT _ 3. Do¢s this personttirm pw^sess a skill not normally possessetl by any curtent ciry employee? SUPPoRTS WHICH COUNCIL OBJECTIVE? YES NO Explain all yes enawers on separate sheet and attach to green sheet INITIATINa PROBLEM. ISSUE, OPPORTUNITY (Who. Whffi, W�en, Where. The department has been offered and accepted space from KJB Fund III at 444 Cedar Street, Space #152 for use as a su,b-station. RE�£iV�C� ADVANTAGESIFAPPqOVEO: � ' ' �� ,� � p�p �� Use of space 3y the Pol i ce Depa'I^`�'m�n or a sub-stati on. MAR 17 1997 �� ;`�%: ,. ., DISADVANTAGES IF APPRpVEp: None �flLS�� °�,�,+��; �',:��:�' �� 2 7 i�97 �� DISADVANTAGES IF NOT APPROVED. TOTAL AMQUNT OF TRANSACTION $ COSTlREVENUE BUDGETEp (CIRCLE ONE) YES NO FUNDIIdO SOURCE AC7IVITY NUMBER FINANCIAL INFOqR6ATION: (EXPLAIN) 9�-�3-� KOLL THE REAI ESTATE SERVIGE$ COMPANY February 14, 1497 Commander Tohn Sturner Central Division Saint Paul Police Department 100 East Eleventh Street Saint Paul, MN 55101 SUBJECT: LEASE OF SPACE TOWN SQUARE SA1NT PAUL,IVIINNESOTA Dear Commander Stumer: Enclosed with this letter please find four (4) revised execution copies of a lease agreement between the Saint Paul Police Department and K!B Fund III for space in Town Square. Please review the document to ensure that it reflects your understanding of the agreement and forward the documents for execution by the City of Saint Paul. Please have ali four (4) copies signed and returned them to my attention for execution by the Landlord. If you have any questions regarding the document, please feel free to catl me. Sincerely, Geo ge ' i Gener anager - Retaii GBH:pck Enclosure c: Paui Douglas, (with enclosure) Alan Bioom, (without enciosure) Andre Sundgaard, (without enclosure) Minneso�a lROdd Trade Cen�cr i0 Eait : �h Stmc� Sune ?boo Saint Paul, MN 55701 (G1?) �41-5900 �/�X 1C 12l 29159'_ ❑ m OFFICE BUlLDING LEASE between K/B FUND ill and THE CITY OF SAINT PAUL, AC7tNG THROUGH THE SAINT PAUL POLiCE DEPARTMENT Town Square 444 Cedar Street St. Paul, Minnesota �7°33_3 Maroh 1, 1997 � TABLE OF CONTENTS 9��-333 Paoe 1. BASICLEASEPROVISIONS ...................................................... 7 a. Address of Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b. Leased Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 c . Rentabte Area ......................................................... 1 d. Estimated Commencement Date . . . . . . . . . . . . � . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . } e. Estimated Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ... f. Initial Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 g. Tenant's Proportionate Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 h. Base Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 i. SecuritY DePOSii ....................................................... 1 j . Guarantorisl .......................................................... 1 k. Permitted Use ......................................................... 1 2. LEASED PREMISES ........................................................... 1 3. LEASETERM ............................................................... 1 4. SECURiTY DEPOSIT ........................................................... 1 5. BASERENT ................................................................ 2 a. Catcu(ation of Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . •. . 2 b. Payment of Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 6. OPERA7ING EXPENSES AND TAXES ............................................... 2 a. Definitions ........................................................... 2 6. Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7, TENANTIMPROVEMENTS ....................................................... 3 a . WorkLetter ........................................................... 3 b. Performance of the Work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 c . NoLiens ............................................................. 3 d. Delivery of Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 e. flemoval of Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8. USE OFLEASED PREMISES ...................................................... 4 9. AMER(CANS W(TH DISABILITIES ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 10. ENVIRONMENTAL ............................................................ 4 17. MAINTENANCE;REPAIRS;EXPENSES .............................................. 5 t2. LANDLORD'S RtGHT OFENTRY ................................................... 5 73. 1NSURANCE ................................................................ 5 14. WAIVER AND INDEMNIFICATION BY TENANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 a . Waiver .............................................................. 5 6. indemnification ........................................................ 6 15. BUILDING SERVICE ........................................................... 6 a. BasicServices ......................................................... 6 b. Electricit ................... 6 y ......................................... c . Te4ephones ............................................. ............ 6 a , 76. l7. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 9`7-�3� d. AdditionalServices ...................................................... 6 e. Failure or Delay in Furnishing Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ALTERATIONS AND LIENS ...................................................... 7 SIGNAGE.................................................................. 7 SUBORDINATION OFLEASE ..................................................... 7 QUIET ENJOYMEN7 ........................................................... 7 AT 7 DAMAGE TO LEASED PREMISES .................................................. 7 CONDEMIJATIOtV OFPROPERTY .................................................. 7 DEFAULT.................................................................. 7 REMEDIES AND DAMAGES ...................................................... 8 SURREfJDER OFPROPERTY ..................................................... 9 HOLDINGOVER ............................................................. 9 SllBST1Tll7)ON OF OTHERLEASED PREMISES ......................................... 9 ESTOPPELCERTIFICATES ....................................................... 9 LIMITATION OFLIABILITY ....................................................... 9 JOINT AND SEVERALLIABILITY ................................................. 70 AUTHOR(TY TO MAKELEASE ................................................... 10 SECURITYINTEREST ......................................................... 10 ERISA COMPLIANCE .......................................................... 70 GUARANTY............................................................... 10 WAIVER OFJURY TRIAI ...................................................... 10 GEIVERALPROVISIONS ....................................................... 10 a. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 b. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 c. Governing Law ........:.............................................. 10 d. Amendment ......................................................... 70 e . Notices ............................................................ lQ f. Assignment; Subletting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 g. Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 h. Severability .......................................................... tt i. Force Majeure ........................................................ 11 j . CaPtions ............................................................ 11 k. No Waiver .......................................................... 11 l. No Recocding ........................................................ 71 m. AdditionaiTerms ...................................................... 11 ro ��-�� LIST OF EXHIBI7S: Exhibit A: Legal Description Exhibit B: Floor Plan Depicting Leased Premises Exhibit C: Commencement Date Agreement €xhil�iF-J� `Nerk Leuer Exhibit E: Rules and Regulations Exhibit F: Guaranty Exhibit G: Additional Terms OFFICE BUILDING LEASE TOWN SQUARE (Gross Rentl 9?-3.�3 THIS �EASE is made and entered inco this day of , 199 7, by and becween K:S Fund 10, a DeVaware general partnership, hereinafter referred to as'Landlord," and The Citv of Saint Paul actino throucn the Saint Paul Police Deoartment , a Minnesota municioal corooration , hereinafter referred to as "Tena�t." BASIC LEASE PROV1SiONS a. Address of Suiidinq: 444Cedar Street, St. Paul, M(V 55701 b. leased Premises: Aooroximatelv 2,627 sauare feet, located In Soace n 152 as se: `.o�th on the attached Exhibit B (+nclude square footage of Leased Premisesl. c. Rentabie Area 2,627 sauare feet d. Estimated Commenceme�t Date March 1. 1997 e. Estimated Exniration Date Februarv 28. 2000 f. Initial 8ase Rent: S 1.00 for the first year of the Term, payable equat monihly installments of S -0- . Base Rent shall be increased during the Lease Term in accordance with Section 5 hereof. g. Tenant's Proportionate Share: -0- h. Base Exoenses: During the first year of the Lease Term, the "Base Expenses" (as that term is defined herein) shall be $ -0- . The Base Expenses shali be adjusted each year during the Lease Term in accordance with Sectio� 6 hereof. � i. Securitv Deposit -0- j. Guarantor�s): None k. Permitted Use General Otfice and Police Substation. See Exhibit G tor further terms. 2. LEASED PREMISES. In consideration of the rents, terms, provisions, and covenants of this Lease, Landlord does hereby tease and let unto Tenant, and Tenant does hereby hite, Iease, and take from Landlord, approximately 2,627 rentable square feet ("RSF"1 of space (the "Leased Premises") located on the first level of the buildin9 known as Town Squace which is located ai 444 Cedar Street, St. Paut. Minnesota {the "Buitding"), situa2ed on the real property in Ramsey County, Minnesota, and legally described in the attached Exhibit A(the "Property"), and as depicted in cross-hatching on the floor pian attached hereto as Exhi6it 6. Access to the Buitding is provided through adjacent space owned by Landford which shail be known in this Agreement as "Town Square." 3. LEASE TERM Tenant shal! lease the Leased Premises 4or three 1 3) years, zero ( 0) months Ithe "Term") beginning on the date ithe "Commencement Date") which is the earlier to occur of the (a1 the date described at Section t.d., or (b) the date that 7enant takes occupancy of the Leased Premises, and expiring on the data (the "Expiration Date') desczi6ed at Section t.e., unless terminated earfier as otfierwise provided in this Lease. The Commencement Date and the Expiration Date are subject to determent as is provided in Section 7 below. Tenant shall compiete and fumish to Landlord, on or 6efore occupancy of the Leased Premises, the Commencement Oate Agreement attached hereto as Exhibit C, which shatl acknowledge the actuaf Commencemeni Date and the Expiration Date. See also Exhibit G. AO�A I996 GROSS 23a618.Of "'-" --'- -• • - -• = -- - ='-- -* . __ ,.. .., . . _ �7 �33� 5. BASE RENT. ' Tenant shalf pay Initiaf Base ftent to ! andiord during the first year of the Term in the annual amount set fotth in Section t.f. hereo4, payabte in equai monthfy instaltments in :he amount also set forth in Section t.f. hereof. T < F' •4' �1 �� •• • l < T 1 ( . .. 0 q�-333 .r . .� '. � , o � �. 0 TENANTIMPROVEMENTS. c. No liens. Nothing contained in this Section or in this Lease shall 6e taken or construed to create any agency between Landiord and Tenant or to authorize Tenant to do any act or thing or to make any contract _ - - - -- - - ,: - - �7�3�� so as to encumber in any manner the title of Landlord to the Leased Premises or to create any claim or lien upon the interest of Landiord in the Leased Premises, it being expressly agreed and covenanted that all of the costs and expenses of Tenant for Tenani's Work referred to in this Section or any other work undertaken by or at Tenant's behest shail be promptly paid by Tenant as required by the terms of its contracts or agreemenis with its contractors, subcontractors and materialmen. If any lien is at any time filed orrecorded, Tenant shall within fifteen 115) days thereafter obtain the reiease and satisfaction of such lien. i f. See Exhibit G. and olice subscacion 8. USE OF LEASED PREMISES. Tenant shall use the Leased Premises for husiness office�purposes o�ly, and shall conduct its business at all times in accordance with all applicable federat, state, a�d toca( laws, regulations, and ordinances and all covenants, conditions or restrictions ot record applicable to the use or occupancy of the Leased Premises. Tenant shall, at its expense, obtain and maintain ali necessary permits required for the co�duct of Tenani's business on the Leased Premises. Tenant's use of the Leased Premises shall 6e further su6ject to any rules and regulations promulgated from time to time by the Landlord. The rules and regulations effective as of the date of this Lease are attached hereto as Exhibit E. See additionai terms regardiag use in Exhihit G. 9. AMERICANS Wl7H DISABIUTIES ACT. Tenant acknowfedges and agrees that, whiVe Landlord has reviewed and approved the plans and specifications for TenanYs leasehotd improvements, LandVord assumes no responsi6ititY for compliance of such plans and specificaiions, the Leased Premises or Tenant's ieasehold improvements with the Americans with Disabilities Aci of 1990 or the regulations promulgated thereunder ("ADA"), and Landlord shatt not be responsibie for any alterations or additions to the Leased Premises or any other portions of the building of which the Leased Premises are a part which may be required by the ADA. , Tenant agrees to comply in a{I respects with the ADA, including without limitation, by removing architectural barriers within the Leased Premises and the common areas of the Buiiding made necessary by Tenant's use of the Leased Premises and by strict conformance with the ADA in the design and construction of Tenant's leasehold improvements and any subsequent aiterations. Tenant shall indemnify and defend Landlord and shall hotd Landlord harmless from any damages, loss or liability, including without limitation the cost of barrier removal or alterations which may be performed by Landtord, resulting from the faiture of 7enant to comply strictly with the requirements of the ADA. 10. ENVIRONMENTAL. a. For purposes of this Lease, "Environmental Law" shal� mean any and ail federai, state, and local statutes, ordinances, and regulations relating to the environment respecting the storage, treatment, disposal, handling, and release of any Hazardous Substances. "Hazardous Substance" means any substance designated pursuant to ihe Ciean Water Act, Title 33 U.S.C. Section 1321, any element, compound, mixture, solution, or substance designated pursuant To the Clean Water Act, Title 33 U.S.C. Section 7321, any element, compound, mixture, solution, orsubstancedesignated pursuanttotheComprehensive Environmental Response, Compensation and Liability qct, Title 42 U.S.C. Section 9602, any hazardous waste having the characteristics identified under or listed pursuant to the Resource Conservation and Recovery Act, Title 42 U.S.C. Section 6921, any toxic poilutant listed under Section 307(a) of the Clean Water Act, Title 33 U.S.C. Section 1317(a�, any hazardous air pollutant Iisted under Section 7 7 2 of the Ciean Air Act. 7itle 42 U.S,C. Sectio� 747 2, any imminently hazardous chemical substanca or mixture with respect to which the Administratoc of the Environmental Protection Age�cy has taken action pursuant to Section 7 of the Toxic Suhstances Control Act, Title 15 U.S.C. Section 2606, any "Hazardous Waste," "Hazardous Substance,' "Pollutant," or "Co�taminant," as defined in che Minnesota Environmental Response a�d Lia6ility Act, Minnesota Statutes, Section t 158.02,any element, compound, mixtuce, solution, or su6stance defined as hazardous waste or as a hazardous suhstance under any curreni or future federaf, state, or local statuce, ordinance, or regulation relating to the environment, and any medical or infectious waste regulated by any federal, state, or local laws, statutes, or segulations. 6. Tenani agrees 2fiat it will not release, transport, store, use, generate, treat, or dispose of any # Substances on the Leased Premises EXCEPT for materials ordinarity and customarify used for office purposes, but even ihen only as a�thorized by and in accordance with aN Environmentaf laws. Tenant wiif comply � _ _ _ �.-r�:��x,.»:sn._�czr.Tr.��:.rFSrwr+r.�r.n:+ra. ` 97-333 ;. with any perlodic repoRing requirements concerning the use, storage, disposal, or transportation of any Hazardous Substances. 7enant agrees to indemnify, defend, and hold Landlord harmless from any loss, damage, costs, and expenses, including all a[torneys' fees, arising out of or in any manner relacing to the release, generation, transportation, treatment, storage, manufacture, emissian, use, or disposal of any Hazardous SubsTances on or in the Leased Premises durinq the term of this Lease, unless caused bV Landiord. This warranty and indemnity wiii survive the termination of this lease. Tenanc 11. MAINTENAtJCE: FEPAIRS; EXPENSES. i�aadleFA. shall be responsible for alI routine maintenance and repairs oF tfie Leased Premises.aad'for the maintenance and repair of all structural components and foundation of the Buifding. If any extraordinary repairs are required because of the negligence or intentional acts of Tenant, its emptoyees, agents, or invitees, Landlord shall charge Tenant for the costs of such repairs, and if not paid hy Tenant, such cos2s shall be payabie as Additionai Rent. *Landlord sna11 be responsiDle 7 2. LANDLORD'S RIGHT OF ENTRY. Landlord, or its authorized agents or attorney, shall have the right (6ut shall not 6e obligated! to enter the Leased Premises at any time in an emergency and at other times to inspect, test, make rep2irs, and show the Leased Premises to prospective purchasers ortenants. 13. INSURANCE. See Exhibit G. � . a n ... ..�,-,u,..,. �o s,.. �.o..,,...�.:.... io.,� �_.._, � � .. ' : �._.. e _ e_ . e.. • e.c'e_ _"; " . •' - <. b. Landiord shalf obtain and keep in fui! force and effect during the term of this Lease, the following insurance: (1) "af1 risk" insurance against ioss by fire, lighining, and risk customarily covered by standard extended coverage endorsement as xo the Building; (2) liability insurance for the Buiiding (outside the leased Premisesl in amounts deemed advisa6le 6y the Landlord; and - t3) flood insurance, if required. 14. WANER AND INDEMNIFICATION SY TENANT. a. Waiver. Tenant releases Landlord, its property manager and their respective agents and emptoyees from, and waives all claims for, damage or injury to person or propercy and Ioss of business sustained by 7enant and resufting from the Building or the Leased Premises or any part thereof or any equipment therein becoming in disrepair, or resulting from any accident in or about the Building. This paragraph shall apply patticuiariy, but not exclusively, to fiooding, damage caused by Building equipment and apparatus, water, snow, frost, steam, excessive heat or cold, broken giass, sewage, gas, odors, excessive noise or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler devices. Without iimiting the generaliTY of the foregoing, Tenant waives all claims and rights of recovery against Landlord, 97-333 its property mana9er and their respective agents and employees for any Ioss or dama9e to any property of Tenant, which loss or damage is insured against, or required to be insured against, by Tenant pursuant to Section 13 above, whether or not such loss or damage is due to the fault or negligence of Landlord, its property manager or their �espective agents or employees, and regardless of the amount of insurance proceeds collected or collectible under any insurence policies in effect. b. Indemnification. Tenant shall indemnify and hofd landlord and its agents and emptoyees harmtess from and against any and all claims, actions, lia6ility, and expense in connection with loss of tife, bodily injury, and/or damage occurri�g on the Leased Premises occasioned by Tenant, its agents, employees, servants, Iicensees, or invitees, untess the same be caused wholly or in part by the wipfu! or grossly negl+gent act or omission oi Land{ord, its agents or employees. If any action or psoCeeding is brought againsi the patties indemnified under this Section, Tenant, at its expense, upon receiving notice theseof from Landlord, agrees to defend such actSon or proceeding 6y counsel reasonably acceptable 2o Landlord. Nothing herein shatl 6e deemed to increase the limits of TenanYs tott cfaim iiabiiity beyond the iimits estabfished by Chapter 486 of Minnesota STatutes. 15. BUILDING SERVICE *11:00 P.:1. Monday througn Sunda;:, inctuding holidays� a. Basic Services, Landlord shall furnish the following services: (i) heating and air conditioning to provide a temperature condition required, in Landlord's judgment, for comfortable occupancy of the Leased Premises under normaf business operations, daily from 8:00 A.M. to' • , �(ii) men's and women's restrooms at locations designated by Landlord and in common with other tenants of the Building; (iii) daily janitor service in the �ease9-FceAa+ses�aa� common areas of the Building, weekends and holidays excepted, including periodic outside window washing of the ge�ecexceri� windows in the Leased Premises� . b. Electricitv. Electricity sfiall be distributed to the Leased Premises either by the electric utility company serving the Building or, at Landlord's option, by Landlord; and Landford shall permit Landlord's wire and conduits, to the extent available, suitabie and safefy capable, to be used for such distribution. lf and so long as Landlord is distributing electricity to the Leased Premises, Tenant shall obtain atl of its electricity from Landlord-aa� c. Teleahones. Tenant shall arra�ge for telephone service directly with one or more of the telephone companies servicing the Buitding and shafl be solely responsible for paying for s�ch te4ephone service and cab4ing necessary for use of the telephone service. if Landlord acquires ownership of the telephone cabies in the Buiiding at any time, Land4ord shaff permit Tenant to connect to such ca6les on such terms and conditions as Landtord may prescribe. In no event does Landlord make any representation or warranty with respect to teiephone service in ihe 8uifding, and Landlord shal� have no fiability with respect thereto. d. Additional Services. Landlord shali not be obligated to furnish any services other than those stated above. If Landlord elacts to furnish services requested by Tenant in addition to those stated above (inciuding services at times other than thosa stated above), Tenant shall pay Landlord's then prevailing charges for such services. if Tenant shall fail to make any such payment, Landlord may, without notice to Tenant and in addiTion to ali other remedies available to Landlord, discontinue any additional services. No discontinuance of any such service shal! result in any Iiability of Landlord to Tenant or be considered as an eviction or a disturbance of TenanYs use of the Leased Premises. In addition, if TenanYs concentration of personnei or equipment adversefy affects tfie temperature or humidity in the Leased Premises or the Building, Landford may instalf supplementary air conditioning units in the �eased Premises; and Tenant shaff pay for the cost of installation, maintenance, and use thereof. e. Failure or Delav in �urnishinq Services. Tenant agrees that LandVord shall not be liable for damages for failure or delay in furnishing any service stated above if such failure or defay is caused, in whole or in part, by any one or more of the events stated in Section 36.i. below, nor shali any such failure or delay be considered to be an eviciion or disturbance of TenanYs use of the Leased Premises, or relieve 7enant from its obligation to pay any Rent when due, or trom any other obiigations of Tenant under this Lease. q7 33� 16. ALTERATIONSAND LIENS. Tenant may not make any alterations or improvements to the Leased Premises lexcept routine maintenance and repairs as provided in Section 11 hereof) without first obtaining the prior written consent of the Landlord. Tenant shall not allow any liens of any kind to attach to the Leased Premises or the Property, including mechanics' liens. 7 7. SIGNAGE. Tenant may not post any signs of any type in the Building or on the Property without the prior written consent of Landlord. Any signage shall be compatible with Landlord's signage in the Buitding. t S. - SUBORO WATION OF LEASE. This Lease shalf be su6ordinate to ihe lien of any present or future mortgage against the Leased Premises and 2he Property. Upon wriiten re4uest o4 Landford or the hoider of any such mortgage, Tenant sha(t by appropriate instrument subocdinate its rights under this Lease to the tien of such mortgage. A refusat by Tenant to execute and deliver any such instrument shall constitute an event of default under this Lease. 19. QUIE7 ENJOYMENT. Landlord represents and warrants ffiat the Leased Premises are owned or controlled by Landtord, that �andford is empowered to enter into this Lease, and that it will warrant and defend against all lawful claims for TenanYs peacefui possession of the Leased Premises during the Lease Term, subject only to such conditions as are provided in this Lease, so long as Tenant keeps and performs promptly each of the terms, covenants, and conditions of ihis Lease to be performed or kept by it. 20. ATTORNMENT, Tenant shail, in the event any proceedings are brought for the foreclosure of any mortgage made by Landlord covering the Property, the Building, and the Leased Premises, attorn to the purchaser upon any such foreclosure and recognize such purchaser as owner under this Lease. Upon the request of any interested party, Tenant shall execute, acknowledge, and deliver an appropriate instrument evidencing the attornment provided for in this Section. A refusai by Tenant to execute and deliver any such statement shall constitute an event of default under this Lease. 21. DAMAGE TO LEASEO PREMISES. If the Leased Premises are damaged or destroyed by Fire or other casualty insurable under standard "alI risks" insurance so as to become partialty or iotaity untenantable, Landlord may efeci to terminaie this Lease by giving not+ce ihereof to Tenan2 within one hundred twenty 1120) days after such occurr2nce. If Landlord exercises such right, then this Lease shalt cease as of the date of such notice, and att Rent and other charges payabie by Tenant shall be adjusted as of that date. If Landiord does not elect to terminate this Lease, then Land)ord shaif repair and restore the Leased Premises with due diiigence, and ali Rent and other charges payable hereunder shail be abated during any period in which such damage materially interferes with the operaTion of ?enant's business on the Leased Premises. Tenant shall be responsible for reconstruction of all of TenanYs improvements on the Leased Premises and for replacement of all of 7enanYs personal property. Landlord shall not be liable for delays encountered in repairing and restoring the Leased Premises 6eyond its controf such as acts of torce majeure. Rent abatement shall be TenanYs sole right against Landlord by reason of such damage, and such abateme�t shatl apply only during the period commencing with such damage and ending wrten Landtord suhstantially completes its rePairs. 22. C�NDEMNATION OF PROPERTY. tf any patt of the Leased Premises shatl be taken by eminent domain, then the Term of thfs Lease shatt ierminace as to che portion of The Leased Premises taken as of the date possession shalf be assumed by the acquiring authority, and all Rent shal4 be adjusted as of the date of such termination. In the event a partial taking is not so extensive as to render the Leased Premises unsuitabfe for the business of Tenant, this Lease shatl continue in effect as to tfie remainder of the Leased Premises. In the event of any taking of the Leased Premises, Tenant shall have no claim against Landtord or the condemning authority tor ihe vaiue of the unexpired term of this Lease, and Tenant sha11 not be entitled to any part of the condemnation award, whether paid as compensation tor diminution in value to the leasehold or to the fee ot the Propetty. Landlord shall be entitied to receive the full amount of such award, and 7enant shall assign to Landlord its interest therein. To the extent the amount recovereble by Landlord is not diminished thereby, Tenant shali have the right to claim and recover from the condemning authority (6ut not from Landlordl such compensation as may 6e separately awarded to Tenant in Tenant's own name and right on account of any relocation expenses. � 23. DEFAULT. The occurrence, at any time prior to or during the Term, of any one or more of the following events, shall constitute an "Event of Default" hereunder and shaif entitle Land(ord to exercise any of the remedies set forth in Section 24 herein: a. if Reni or any other charge payabfe by Tenant under this Lease shafl be unpaid on tfie date payment is required; or b. if Tenant fails to perform any of the other terms, conditions, covenants, and obligations of this Lease to be observed and performed by Tenant as and when due or when to be performed; or 97-333 c. if Tenant shail vacate or abandon the Leased Premises (a failure, without Landiosd's written consent, to operate its business in the Leased Premises for twenty (20} consecutive days or more being conciusively deemed an abandonment); or d. if Tenant shall suffer this Lease to be taken under any writ of execution, attachment, or other process of faw, or if this Lease shalt by operation of law pass to any patty; e. if TenanT shall fiie a voluntary pe2ition in bankruptcy or insolvency, or sha�I be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composicion, readjustment, liquidation, dissolution or similar relief under The present or any future federai bankruptcy aci or any other present or future applicable federal, state or other sLatute or law, or shaA make an assignment for the benefit of credimrs or shall seek or consent to or acquiesce in the aqpointment of any trustee, receivec or GGUidacor af Tenant or of aIl or any part of TenanYs propetty; or f. if, within thirty (301 days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other siatute or law, such proceeding shall not have been dismissed, or if, within thirty 130) days after the appointment of any trustee, receiver or liquidator ot Tenant, or of all or any part of Tenant's property, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall 6e issued against Tenant or any of TenanYs propetty pursuant to which the Leased Premises shali be taken or occupied or attempted to be taken or occupied. 24. REMEDIES AND �AMAGES. Upon the occurrence of an Event of Defautt, Landtord shall have 2he right at its election, then or at any time thereafter, and while such Eveni of Defaufi shal! continue, and without limiting Landiord in the exercise of any other right or remedy Landlord �nay have on account of such Event of Default, to exercise any one or more of the foffowing rights: a. Upon the occurrence of an Event of Default, the balance of any Rent due for the remainder of the 7erm shall be considered at once due and payabie without notice or demand by Landlord; b. Landlord may, ten (7 0) days after sending written notice of such default to Tenant, 2erminate this Lease and re-enter the Leased Premises and take possession of the Leased Premises, or re-enter the Leased Premises and take possession of the Leased Premises without terminating this lease, at �andtord's option. No re- entry or taking possession of the leased Premises by Landlord shail be construed as an election on its pari to termi- nate this Lease unless a notice ot such intention is given to Tenant (all other demands and notices of forfeiture or ather similar notices being hereby expressly waived by TenantS. Upon the service of any such notice of iermination, the Serm of This Lease shall automaticafty terminate. Shouid Landiord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recove� from Tenant alt damages it may incur by reason of such breach, including the cost of recovering the Leased Premises, reasona6le attorneys' fees, and the value at the time of such termination of any Rent, including Base Rent and estimated Additional Rent, reserved in this Lease for the remainder of the Term, together with interest on such unpaid amounts at the rate of eighteen percent f 7 8%] per annum or the highest rate then allowa6le by the laws of the St2te of Minnesota, whichever is �esser, all ot which amounts shall be immediately due and payahle from Te�ant to land(ord. c. Without demand or notice to re-enier and take possession of the Leasad Premises, or any pan thereof, and repossess the same as of Landtord's former estate and expel Tenant and those cfaiming through or under Tenant, and remove the effects of both or either Iforcibty, it necessary) wiihout being deemed guilty of any manner of trespass and without prej�dice to any remedies for arrears of rent or precedin9 breach of covenants. Should Landlord elect to re-enter as provided herein, or should Landlord take possession pursuant to Iegai proceedings or pursuant to any notice provided for by Iaw, Landlord may, from time to time, without terminating this Lease, relet the Leased Premises, or lease any part thereof, for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord may deem advisable, with zhe right to make alterations and repairs to the Leased Premises. No such re-entry or taking of possession of the Leased Premises shali be construed as election on Landlord's part to terminate this Lease un(ess a written notice ot such termination be given io Tenant or unless said termination be decreed hy a court of competent jurisdiction. d. Landlord may maka such alterations and repairs as it sha0 determine may be reasonabty necessary to relet ihe Leased Premises, and Landlord may Ihut shail not be required to1 relet the same or any part thereof upon such terms and conditions as Landlord in its sole discretion may deem advisable. Upon any reletting, all rentais received by Landiord trom such reletting shall be appiied as follows: first, to the payment of any indebtedness other than Rent or other cfiarges due under this Lease from Tenant to Landlord; second, to che payment of any costs and expenses of such reletting, inciuding brokerage fees, attorneys' fees, and costs of such alterations and repairs; and third, to the payment of Rent and other charges due and unpaid hereunder. In no event �7-33� shail Tenant be eniitled to receive any surplus of any sums received by Landlord on a reletxing in excess of ;he Fent and other charges payable hereunder. If such rentals and other c�arges rereived from such refetting during any month are fess than those to be paid during that month 6y Tenant, Tenant shall pay any such deficiency to Landlord upon demand. e. Landford may coffect from Tenant amounts in connec:ion with any other loss or damage which Landlord may sustain by reason of any breach and any diminished value of the Leased Premises resuiting from any such breach. f. Landlord may, but shali not be obligated to, perform any obiigztion of Tenant under this Lease; and,if Landlord so elects, alicosts and expenses paid by landlord in performing such obligation, together with interest at the Default Rate, shall he reimbursed by Tenant to Landlord on demand. Any and alf remedies sec forth in this lease: (i1 shal! he in addition to any and alt other remedies Landiord may have at law or in equity, (ii) shal� be cumulative, and (iiil may be pursued successivefy or concurrentty as Landiord may elect. 7he exercise of any remedy by Landlord shall noi be deemed an election of remedies or preciude Landbrd from exercising any other remedies in the £uture. No termination or repossession referred to in this Section 24 shall relieve Tenant of its Iia6ility and obligations under this Lease, ail of which shail survive such termination or repossession. Landlord's ri9hts and remedies shall be cumulative and may be exercised and enforced concurrentfy. Any right or remedy conferred upon Landlord under this Lease shall not be deemed to be exclusive of any other right or remedy it may have. 25. SURRENDER OF PROPERTY. On the iast day of the Lease Term or on the earlier termination thereof, Tenant sfiaff peaceably surrender the Leased Premises to Landlord in goad condition, 6room clean, reasonable wear and tear excepted. If Landlord requires Tenant to remove any improvements or alterations pursuant to Section 5, then such removal shatl be done in a good and workmanlike manner; and upon such removai Tenant shall restore the Premises'to ics condition prior to the installation of such alternations. If Tenant does not remove such alteraiions after request io do so by Landlord, Landlord may remove the same and restore the Leased Premises; and Tenan2 shali pay the cost of such removal and restoration to Landlord upo� demand. Tenant shafl also remove its furniture, equipment, trade fixtures and all other items of perso�al property from the Leased Premises prior to the termination of the Term or Tenant's right to possession of the Leased Premises. If Tenant does not remove such items, Tenant shall be conclusively presumed to have conveyed ihe same to Landlord without further payment or credit by Landlord to 7enant; or at Landlord's sole option such iiems shaff be deemed a6andoned, in which event Landbrd may cause sucn items to be removed and disposed of at TenanYs expense, without notice to Tenant and without obligation to compensate Tenant. 26. HOLDING OVER. In the event Tenant remains in possession of ihe Leased Premises after the expiretion of ihe Lease Term, Tenant, at Landlord'S oRtiort, without the execution of a new lease, shafl be deemed to be occupying the Leased Premises as a tenant from month-to-month at twice the annuaf Rent for the last year of the Lease Term, su6ject to all other conditions of this Lease. 27. SUBSTITUTIONOFOTHERLEASEDPREMISES.Atanytimehereafter,Landiordmayuponthirty(301days' prior notice to Tenant, su6stitute for the Leased Premises other premises in the Building (the "New Leased Premises"1, provided, that the New Leased Premises shall be reasonably usabie for Tenant s business hereunder; and, if Tenant is already in occupancy of the Leased Premises, then in addition Landlord shall pay the expenses of moving Tenant from the Leased Premises to the New Leased Premises and for improving the New Leased Premises so that they are substantiaily Similar to the Leased Premises. 28. ESTOPPEI CERTlFICATES. Tenant agrees that, from time to time upon not less than ten (10) days prior request by Landlord, Tenant shaA execute and deliver to landlord a written certificate certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifiications, a description of such modifications and that this Lease as modified is in full force and effectl; Iii) the dates to which Rent has been paid; Iiii) that Tenant is in possession of ihe Leased Premises, if that is the case; (iv) that Landlord is not in default under this Lease, or, if Tenan2 believes Landtord is in defaulx, the nature thereof in detail; (v) that Tenant has no off-sets or defenses to the performance of its obiigations under this Lease (or if Tenant believes there are any off-sets or defenses, a fuil and complete explanation thereof); and Ivi) such additional matters as may 6e reGUested by Landtord, it being agreed thai such certificate may be relied upon by any prospective purchaser, moagagee or other pesson having or acquiring an interest in the Building. If Tenant fails to execute and deliver any such certificate within ten (10) days after request, 7enant shall be deemed to have irrevocably appoin2ed Landlord as TenanYs attorney-in-fact to execute and deiiver such certificate in 7enant's name. 29. IIMiTATION OF lfABiLITY. A�y Iiability of Landlord under this Lease shall be Iimited solely to its equity interest in the Building, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shaii any recourse be had to any other property or assets of Landlord. � 7-.3.3� 30. JOINT AND SEVERAL LIABILITY. If Tenant is a general partnership, the obiigations of Tenant under this Lease shall be the joint and several obligations of Tenant and all of the general pattners of 7enant. If chere is more than one person or entity signing this Lease as Tenant, then the obligations of Tenant under this Lease shall be the joi�t and several obligations of afl such persons or entities. 31. AUTHORITY TO MAKE LEASE, Tenant is a municioal corporacion duly formed, validly existing and in good standing under the taws of the Stace ot Minnesota , is duly ticensed or quaiified to transact business in the State of Minnesota, and has afI requisite power and authority to execute and deliver this Lease and to perform all of its obligations hereunder. Tfie execution and detivery of this Lease and performance of the terms hereof by the Tenant has been duVy autfiorized by afl requisite action of Tenant and does -and wiii not {a) require any authorization, consent or approvat of any person or governmentai department, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) vioiate any law, rule, regulation, order, writ, injunction or decree presently in effect having appiicability to 1'enant or provision of the organizational documents ot Tenant. 32. SECURITY INTERES7. Tenant hereby grants to Landlord a Iien and security interest under the Uniform Commerciai Code in all property of Tenant now or hereafter placed on the leased Premises. including but noc limiied to Ieasehold improvements, trade fixtures, furnishings and inventory. Tenant agrees to execute such financing siatements and furnish such information as Landlord may from time to time request in order to perfect this security interest. Landlord may at its election file a copy of this Lease as a financing statement. landlard, as a secured party, shaN be entitled to aVI of the rights and remedies avai{abie to a secured parcy under the Uniform Commercial Code. Tenant agrees that it shali not grant any other lien or security interest on such personal property wichout the prior written consent of Landlord. 33. ERISA COMPIIANCE. Tenant represenis and warrants unto Landlord that li) Tenant has complied and will, during the term of this Lease, compiy with alt funding and other requirements of the Employee Retirement Income Security Act of 1974, as amended I"ERISA"), and all oiher applicable laws; and (ii) Tenant does not and will not, during the term of this Lease, have any liability under ERISA, including bui not limited to any existing or potential withdrawal IiahilitY from any employee benefit plan. 35. WAIVER OF .IURY TRIAL. TENANT AND LANDLORD HEREBY IRREVOCABLY WAfVE ALL RiGHT TO TRIAL BY JURY lN ANY ACTION OR PROCEEDING, OR COUNTERCLAIM fWHETHEfl BASED UPON CONTRACT, TORT OR OTHERW(SE7, ARISING OUT OF OR flELATING TO THfS LEASE, THE LEASED PREMfSES, THE BUILDING OR THE PROPERTY, OR. THE 7RANSACTIONS COfV"fEMPLATED HEREBY. 36. GENERAL PROVISIONS. a. Entire Aareement. This Lease and any exhibits hereto constitute the complete agreement between Landiord and Tenant concerning the Leased Premises. There are no oral agreemenYS, undecstandirtgs, promises, or representations between Landlord and Tenant affecting this Lease. Any prior negotiations and understandings between the parties and any other leases regacding the Leased Premises shal! be of no force or effect and shall not ba used io interpret this Lease. b. Successors a�d Assians. All rights and liabifities herein given to or imposed upon the respective parties hereto sfiall extend to and bind the respective successors and assigns of the patties. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been made in accordance with the provisions of this Lease. c. Governinq Law. The laws of Minnesota shall govern this Lease. d. Amendment. Except as otherwise expressly provided herein, no afteration or addition m this Lease shall be binding upon Landlord or Tenant untess made in writing and eXecuted by both parties. e. Notices. Whenever any payment, notice, consent, approval, or authorization is required or permitted under this Lease, tfie same shali be in writing and shail be sent by hand defivery or by iegistered or certiEied mait (retum receipT requested), postage prepaid, as foVlows: To Landlord: K/B Fund 111 c/o Koll Management Services, Inc. 2600 Minnesota World Trade Center 30 East Seventh Street St. Paul, MN 55707 10 9� 3.�� 7o Tenant: Saint Paul Police ATTN: Commander Sturner 345 Wa6asha Street St. Pau1, MN 55t02 Each party may setect a different address for the receipt of notices and shall so notify the other party in writing. f. Assianment: Subiettinq. Tenant may assign this Lease or su6let the Leased Premises onty �,vith the prior written consent of Landlord. Any assignment or su6letting shall n4t release Tenant from its obfigations hereunder. g. Attornevs' Fees. fn the event of a defauli by Tenant in any of the xerms of this lease, Tenan: shall pay to Landiord on demand all attorneys' fees and costs incurred in the enforcement of this Lease. h. Severabiiitv. If any term, condition, covenant, or provision of this lease or che application thereof to any circumstance shall, to any extent, 6e held by a court of competent jurisdiction or by any authorized governmental autharity to be invalid, void, or unenfarceable, the remainder of this L=ase shaii not be affected by such holding, and the remaining terms, conditions, covenants, and provisions hereof shali continue in full force and effect. i. Force Maieure. Landlord shail not be in default hereunder and Tenant shaii not be excused from performing any of its obiigations hereunder if Landlord is prevented from performing a�y of its obligations hereunder due to any accident, breakage, strike, shortage of materials, acts of God or other oauses beyond LanClord's reasona6le control. ' j. Caotions. The headings and titles in this Lease are for convenience only and shall have no effect upon the construction or interpretation of this Lease. k. No Waiver. No receipt of money by �andlocd from Tenant after termination of this Lease or after the service of a�y notice or after the commencing ot any suit or after final judgment for possession of the Premises shall renew, reinstate, continue or extend the Term or affect any such notice or suit. No waiver of any default of Tenant shall be implied from any omission by Landlord to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other Than the default specified in the exprass waiver and then oniy for the time and to the extent therein stated. I. No Recordinq. Tena�t sha(I not record this Lease or a memorandum of this Lease in any ofificiat records. m. Additionai Terms. Additional terms of this Lease are set forth in Exhibit G attached hereto. n. See Exhibit G. iN WITNESS WHEREOF, the undersigned have executed this Lease as of the day and year first-above written. LANDlORO: K18 Fl1ND 111, a DeVaware general partnership By KIB OPPORTUNITY FUND III, L.P., a Delaware limited partnership, Its general partner By KB OPPORTUN(TY tNVESTORS, a Calitornia general pattnership By KOLL INVESTMENT MANAGEMENT, INC., d/b/a K/B Realty Advisors, a California corporation its General Partner By: 1t5: Date: 11 ��-.33� Assistant City Atiorney �fi}� �vf St�l��-, c � ��c�t�- is I.(,Yl�� Q Y'�P.(il � �ZC'� ��3�� < V ba.c` n� ,� �+�c� t2 9�-3.�� EXHIBIT A LEGAL DESCRtPT10N Tract A. Registered Land Survey Nn. 517 Tracts A, 8, G, I, K, L, M, Q, S, T, U, V, W, Y, DD, 11, JJ, LL, UU, WW, XX, YY, AAA, CCC, DDD, EEE, JJJ, Registered Land Survey tJo. 578. Tract 8B6, Registered Land Survey No. 5t8, except those portions of said Trect 866 described as follows: That portion of Tract 6BB, Registered Land Survey No. 578, lying hetween elevations 100.42 feet and 104.76 feet and Iying within the foiiowing described 6oundaries: Commencing at Point L show� on said Trac2 BBB; thence N54°51'16"E aiong the common tract line of Traas BBB and CCC, Registered Land Survey No. 518, a distance of 2,93 feet to ihe actual point of beginning of the parcef to be described; thence N35°14'}6"W a distance of 12.30feet; thence N54°45'44"Ea distance of 5.87 feet to the common tract line of Tracts BBB and FFF, Registered Land Survey No. 518; thence S35 the common tract line of said Tracts B86, FFF and CCC, a distance of 12.30 feet; thence S54 ° 5 7' 16"W along the common tract line of Tracts B B B and CCC, Registered Land Survey No. 5 7 8, a distance of 5.87 feet, more or less, to the actuai point of beginning. And excapt that portion of Tract BBB, Registeced land Survey No. 518, lying a6ove a sioping plane surface having an efevatio� of 94.30 feet atong Line E shown on said Tract SBB, and an elevation of 100.42 feet along Line F shown on said Tract BBB, and fying within the foltowing described boundaries: Commencing at said Point L; thence N54°51' 16"Ealong the common tract line of Tracts B88 and CCC, Registered Land Survey No. 518, a distance of 2.93 feet; thence N35°14'16"Wa distance of 12.30feet to the actual point of beginning of the parcel to be described; thence N35 ° 14'16"W a distance of 10.52 feet to the point of beginning of Line E; thence iV54°45'44"Ea distance of 5.87 feet along said Line E to the point of termination of said Line E; thenca S35°14'16"Eatong the common tract line of Tracts BBB and FFF, Registered Land Survey No. 518, a distance of 10.52 taet to the point of beginning of Line F; thence S54°45'44"W a distance of 5.87 feet, more or less, aiong said l.ine F to the actuaf point of beginning, said point afso being the point of termination of said Line F. Tract GGG, Registered Land Survey No. 518, except that portion of said Trect GGG which lies directly above Tract ZZ, Registered Land Survey No. 518. A-1 9�-3�_3 EXHIBIT B [Floor Plan Oepicting Leased Premises] B-t EXHIBIT C COMMENCEMENT DATE AGREEMEiVT �' �-333 K/8 Fund III, Landlord, and The Citv of Saint Paul actino throuqh the Sa+nt Paul Police Deoartment , Tenant, have entered into a Lease for Suite located m Town Square at 444 Cedar Street, Si. Paui, Minnesota, dated , t99 7 . t,andlord and Tenant hereby agree that the Commencement Date for the lease is , and that the Expira2ion Data is . Dated: , � gg LANDLORD: K/B FUND III, a Delaware general partnership By K/B OPPORTUNITY FUND III, L.P., a Delaware limited pattnership, Its general pattner By KB OPPORTUNITY INVESTORS, a California generel partnership By KOLL iNVESTMENT MANAGEMENT, INC., d/b/a K1B flealty Advisors, a Cafifornia corporation Its General Partner By: Its: Date: TENANT: THE CITY OF SAINT PAUL ACTING TNROUGH THE SAINT PAUL POLICE DEPARTMENT By: Name: Title• Mavor By: Name: Title: Chief af Poiice BY: Name: Title:_ _ Director, Deoartment of Finance and Manaoement Services Approved as to form: Assistant City Attorney C-1 9� �3� EXHIBIT D (IN7ENTIONAILY OMITTED! �YIIRK-I.E�t€R --' � —'-= �- �......__... T€N/�NT• rr,,, r•... „a c..� �� ' ' s�_uTS y AegarFinan� �5? . r.�� f ' _ _ _ ' _. """' '. _ . ,. �� . r.,...ti...a .,� r ic 6i 5 f ..a c,.. � ....ai,..a• ^ s,. . � . � . � RFers�ises. D-1 �.._�_.o,:c.ar.cr r;rar-rcr.saranrr_�asmocr.'antn_ - • "' "." ' "_' "" 9°��.333 - - - -- - - - - ------ , � �_ ---- -------------- - - :=- - -- -.- __- _ . ._ - - - - ,�. . . ... : ..... . .. . . ..... . - �------------------- -=---- �-.--- - ..-: _.. --.__.__.___._.__..__._ -- -.- -.----..-�---�---.._, .�.z�. - _ _ _ ;..�:�.. D-2 9'��33_3 - • -- - . . - - - - --- - - A�� Atame' S�tle' Ghief ef ° slisB - • _ . ..' '••„ ' • - ' D-3 q�� _� , „ n_ _ � �i�!i�\�3� "e___ _ _ _'_ �:-" - '"- " -"".. `"'"_'__' 9�-3.� 3 D-5 9� 3.�.3 ��.�,� � . . - _._.-- -• �� ._ ._. 9�-�3� D-7 �7 333 EXHIBIT E [Rules and Regulationsl Secu�ity Landlord may from time to time adopt appropriate systems and procedures for the securitY or safety of the Building, any persons occupying, using or entering the same, or any equioment, finishings or co�tents thereof, and Tenant shall comply with Landlord's reasonable requirements relative therexo. 2. Locks Landlord may from time to time instali and change locking mechanisms on entrences to the Buiiding, common areas thereof, and the Premises, and (unless 24 hour security is provided by the Building) shall provide to Tenant a reasonable number of keys and replacements thereot to meet the bona fide requirements of Tenant. in these rules "keys" include any devise serving xhe same purpose. Tenant shall not add to or change existing locking mechanisms on any door in or to the Premises without Landlord's prior written consent. If with Landlord's consent, Tenant instalis Iocklsi incompatible with the Building master locking system: la) Landlord, without abatement of Rent, shall be relieved of any obligation �nder the Lease to provide any service to ihe affected areas which require access thereto, Ib) Tenant shall indemnify Landlord against any expense as a result of forced entry thereto which may be required in an emergency, and (c) Tenant shall at the end of the Term and at Landlord's request remove such lock�s) at TenanYs expense. 3. Refurn of Keys Tenant shall be responsible for re-keying all locks to the Premises at its expense. At the end of the Term, 7enant shail promptly return to Landlord ail keys for the Buiiding and Premises which are in possession of 7enant. 4. Windows Tenant shall observe Landiord's rules with respect to maintaining window coverings at all windows in the Premises so that the Buiiding presents a uniform exterior appearance, and shall not install any window shades, screens, drapes, covers or other materials on or at any window in the Premises without Landlord's prior written consent. Tenant shall ensure that window coverings are closed on ail windows in the Premises while they are exposed to the direct rays of the sun. 5. Repair, Maintenance, Alta�afrans and /mprovemenis Tenant shali carry out TenanYs repair, maintenance, alterations and improvements in the Premises oniy during times agreed to in advance by Landlord and in a manner which wili not interfere with the rights of other tenants in the Building. 6. Water Fixtures 7enant shall not use water fixtures for any purpose for which they are not intended, nor shall water be wasied by tampering with s�ch fixtures. Any cost or dama9e resuiting from such misuse by Tenant shall be paid for by Tenant. 7. Personal Usa of Premises The Premises shail not be used or permitted to be used for residentiai, lodging or sleeping purposes or for the storage of personal effects or property not required for business purposes. 8. Heavy Articles Tenant shall not place in or move about the Premises without Landlord's prior wtitten consem any safe or other heavy article which in Landlord's reasonable opinion may damage the Building, and Landlord may designate ihe Iocation of any heavy articles in the Premises. 9. Caipet Pads In those portions of the Premises where carpet has been provided directly or indirectly by Landlord, Tenant shall at its own expense install and maintain pads to protect the carpet under all furniture having casters other than carpet casters. 10. 6icycles, Animals Tenant shall not bring any animals or birds into the Buiiding, and shall not permit bicycles or other vehicles inside or on the sidewalks outside the Buiiding except in areas designated from time to time by Landlord for such purposes. E-7 �� 9 �-333 1 i. Dafiveries Tenant shall ensure thai detiveries ot materials and supplies to the Premises are made throu9h such entrances, elevators and corridors and at such times as may From time to time be designated by Landlord, and shall promptly pay or cause to 6e paid to landlord the cost of repairing any damage in the Building caused by any person making such deiiveries. 1 2. Fumifu�e and Equipment Tenant shali ensure chax turniture and equipment being moved into or out of the Premises is moved through such entrances, elevators and corridors and at such times as may from time [o cime be designated by Landlord, and by movers or a moving company approved by Landlord, and shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in [he Buiiding caused thereby. 7 3. So/icifafions Landlord reserves the right to restrict or prohibit canvassing, soliciting or peddlin9 in che Buitding. 14. Food and Beveragas Only persons approved from time to time by Landlord may prepare, solicit orders for, seil, se�ve or distribute Foods or bevera9es in the buiiding, or use the elevators, corridors or common areas for any such purpose. Except with Landlord's prior written consent and in accordance wiih arrangements approved by Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or bevereges or for the preparation, solicitation of orders for, sale, serving or distribution of food or beverages. 15. Refuse Tenant shall place all refuse in proper receptacles provided by TenanT ac its expense in the Premises or in receptacles (if any) provided by Landlord for the Building, and shall keep sidewalks and driveways outside the Building, and lobbies, corridors, stairwells, ducts and shafts of the Building, free of all refuse. 76. Obst�uctions Tenant shall not o6struct or place anything in or on the sidewaiks or driveways outside the Building or in the lobbies, corridors, stairwells or other �ommon areas of the Buiiding, or use such locations for any purpose except access to and exit from the Premises without �andlord's prior written consent. Landlord may remove at l'enanYs expense any such obstruction or thing Iunauthorized by Landlordl without notice or obiigation to Tenartt. 17. Dengeious o� /mmaral Acfivities Tenanf shall not make any use of the Premises which involves the danger of injury to any person, nor shall the same be used for any immoral purpose. 18. Proper CanducS Tenant shall not conduct itself in any manner which is inconsistent with the character of the Buiiding as a firsT quality 6uilding or which wiit impair the comfort and convenience of other tenants in the Building. 19. Employees, Agants and lnvifees 4n these Rules and ReguVatio�s, Tenant include the empioyees, agents, invitees and licenses of Tenant and others permirted by Tenant to use or occupy the Premises. E-2 . 9� 333 GUARANTY EXHf61T F IINTENTIONALLY OMITTED) �"` aadle d"1 'a enfe�inte zhn zsr�dv a —__ _ - � n ..._� a <� s � ' ' " ' " ' ' _ _ ' ' ' _ ' _ _" ' _ " ' _' " -." -' . . . .._' ' '_ '-.: �' ' " "" " " " " " ' _ _ ' _ _ _ '.. ' " ' '" v"'v �' '- "'- ,'- ' " "" "-' -"' ''"'- ._-" " . i F-7 t.� . .. _., , TERMINATION OPTION. Landlord and Tenant shail each have the right to terminate this Lease at any time during the Term and without cause, upon 120 days' advance written notice to the other party of its intention to terminate. The parties shall execute a Termination of Lease effective 720 days following said wriTten notice. EXHIBIT C, ADDITIONAL TERMS 3. 7.(fi} CONDiTION OF PftEM1SES Landiord is not responsible improvements at the Leased Landlord. 97 333 Tenant accepts the Leased Premises in an "as-is" condition and acknowledges that for making any improvements to the Leased Premises. Alt existing fixi�res and Premises as of the date of this Lease are currently and will remain the property of USE OF LEASED PREMISES. Tenant shall use the Leased Premises as a Saint Paul Police substation and for related activities, inciuding roll call, locker/changing rooms, and administration. No portion of the Leased Premises may be used as a police ho(ding room, nor may any suspects be trartsported or brought to the leased Premises or the Building. At the discretion of Tenant, a portion of the Leased Premises may be used by the MTC police for monitoring their transit station. 73.�a) TENANT'S INSURANCE. Tenant, being an arm of the City of Saint Paul, has deemed itseif self-insured. 36.{n1 RELATIOSJSNIP OF PARTIES. Nothing contained in this tease sfiatt be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or joint venture or of any association whatsoever between Landlord and Tenant;it being expressly understood that neitherthe method of computation of rent, nor any otfier provisions conTained herein, nor any act or acts of the parties shati be deemed to creaie any relationship between Landiord and Tenant other than that oflandlord and tenant. LTH 2�35521ea G-1 -., 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 By: Requested by Dep�-tment of: Police RESOLVED, that the proper City 6�cials are hereby authorized and directed to execute agreements with K/B Fund III which include indemnification clauses to save and hold the Landtord harmless from any and all claims arising out of the city's use of space #152, located in Town Square at 444 Cedar Street, St. Paul, MN. A copy of said agreement is to be kept on file and of record in the Reai Estate Division. °nteuer By: Form A��oved by Adopted by Adoption Certified by Co� Secretary: BY � `��_ 2- . 1—��va Approved by May r: Da e: � � ( �� 1�-�- By: �--� KBFUND.XLS �'f �z f � `',,�, � , � � �a.i F� 'wi �� e `e e �8 L e -G° = ; -_ :� 2�ESOLU'�ON ';SATN'FyPAUL, �VIINNESOTA Councii File # Green Sheet # 1� Committee:Date: � 3�.'7— Approved by_Mayor for Submission to Council: BY: �� .,.� . �t Y V ��X�� - v v .. ... +. 17EP1�R7MEN7ADFFICE/COUNdL DATE INITIATED Po1=�e De z125/97 GREEN SHEET CONTACi,PER50N 8 PHONE INITIAUDATE INRIAV�ATE DEPARTMENTDIRE CfiYCOUNCIL Ch2'1�f_Finne 292-3SS8 "�" �cmnrroAwer �CITYCLERK MUST BE ON CAUNCIL AGENDA BY (DATE) NUNBEq FOfl ❑ BUDGEf DIRECTOR � FIN. & MGT. SEiiVICES DIR. POUTINO OilDEH MAVOfl (OR ASSISTAN'n O TOTAL # OF SIGNATURE PAGES (CLiP ALL LOCATIONS FOR SiGNATURE) ACTION pEQUESTED: Pass the attached council resolution allowing the Saint Paul Police Depart- ment to enter into a contract with K(B Fund III for space for a sub- station in Town S uare. RECOMMENDA7fON5: npprove (a) or Reject (R) PERSONAL SERVICE CONiRACTS MUSi ANSWER THE FOLLOWING QUESTIONS: _ PLANNING COMMISSION _ CIVIL SEFVICE COMMISSION �� Has this perso�rm ever worketl under a contract for this de0artment? _ GIB CAMMITTEE ! YES NO _ S7AFF 2. Has this personttirm ever been a ciry employee? — VES NO _ DISTFi1GT GoURT _ 3. Do¢s this personttirm pw^sess a skill not normally possessetl by any curtent ciry employee? SUPPoRTS WHICH COUNCIL OBJECTIVE? YES NO Explain all yes enawers on separate sheet and attach to green sheet INITIATINa PROBLEM. ISSUE, OPPORTUNITY (Who. Whffi, W�en, Where. The department has been offered and accepted space from KJB Fund III at 444 Cedar Street, Space #152 for use as a su,b-station. RE�£iV�C� ADVANTAGESIFAPPqOVEO: � ' ' �� ,� � p�p �� Use of space 3y the Pol i ce Depa'I^`�'m�n or a sub-stati on. MAR 17 1997 �� ;`�%: ,. ., DISADVANTAGES IF APPRpVEp: None �flLS�� °�,�,+��; �',:��:�' �� 2 7 i�97 �� DISADVANTAGES IF NOT APPROVED. TOTAL AMQUNT OF TRANSACTION $ COSTlREVENUE BUDGETEp (CIRCLE ONE) YES NO FUNDIIdO SOURCE AC7IVITY NUMBER FINANCIAL INFOqR6ATION: (EXPLAIN) 9�-�3-� KOLL THE REAI ESTATE SERVIGE$ COMPANY February 14, 1497 Commander Tohn Sturner Central Division Saint Paul Police Department 100 East Eleventh Street Saint Paul, MN 55101 SUBJECT: LEASE OF SPACE TOWN SQUARE SA1NT PAUL,IVIINNESOTA Dear Commander Stumer: Enclosed with this letter please find four (4) revised execution copies of a lease agreement between the Saint Paul Police Department and K!B Fund III for space in Town Square. Please review the document to ensure that it reflects your understanding of the agreement and forward the documents for execution by the City of Saint Paul. Please have ali four (4) copies signed and returned them to my attention for execution by the Landlord. If you have any questions regarding the document, please feel free to catl me. Sincerely, Geo ge ' i Gener anager - Retaii GBH:pck Enclosure c: Paui Douglas, (with enclosure) Alan Bioom, (without enciosure) Andre Sundgaard, (without enclosure) Minneso�a lROdd Trade Cen�cr i0 Eait : �h Stmc� Sune ?boo Saint Paul, MN 55701 (G1?) �41-5900 �/�X 1C 12l 29159'_ ❑ m OFFICE BUlLDING LEASE between K/B FUND ill and THE CITY OF SAINT PAUL, AC7tNG THROUGH THE SAINT PAUL POLiCE DEPARTMENT Town Square 444 Cedar Street St. Paul, Minnesota �7°33_3 Maroh 1, 1997 � TABLE OF CONTENTS 9��-333 Paoe 1. BASICLEASEPROVISIONS ...................................................... 7 a. Address of Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 b. Leased Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 c . Rentabte Area ......................................................... 1 d. Estimated Commencement Date . . . . . . . . . . . . � . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . } e. Estimated Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ... f. Initial Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 g. Tenant's Proportionate Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 h. Base Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 i. SecuritY DePOSii ....................................................... 1 j . Guarantorisl .......................................................... 1 k. Permitted Use ......................................................... 1 2. LEASED PREMISES ........................................................... 1 3. LEASETERM ............................................................... 1 4. SECURiTY DEPOSIT ........................................................... 1 5. BASERENT ................................................................ 2 a. Catcu(ation of Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . •. . 2 b. Payment of Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 6. OPERA7ING EXPENSES AND TAXES ............................................... 2 a. Definitions ........................................................... 2 6. Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7, TENANTIMPROVEMENTS ....................................................... 3 a . WorkLetter ........................................................... 3 b. Performance of the Work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 c . NoLiens ............................................................. 3 d. Delivery of Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 e. flemoval of Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8. USE OFLEASED PREMISES ...................................................... 4 9. AMER(CANS W(TH DISABILITIES ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 10. ENVIRONMENTAL ............................................................ 4 17. MAINTENANCE;REPAIRS;EXPENSES .............................................. 5 t2. LANDLORD'S RtGHT OFENTRY ................................................... 5 73. 1NSURANCE ................................................................ 5 14. WAIVER AND INDEMNIFICATION BY TENANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 a . Waiver .............................................................. 5 6. indemnification ........................................................ 6 15. BUILDING SERVICE ........................................................... 6 a. BasicServices ......................................................... 6 b. Electricit ................... 6 y ......................................... c . Te4ephones ............................................. ............ 6 a , 76. l7. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 9`7-�3� d. AdditionalServices ...................................................... 6 e. Failure or Delay in Furnishing Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ALTERATIONS AND LIENS ...................................................... 7 SIGNAGE.................................................................. 7 SUBORDINATION OFLEASE ..................................................... 7 QUIET ENJOYMEN7 ........................................................... 7 AT 7 DAMAGE TO LEASED PREMISES .................................................. 7 CONDEMIJATIOtV OFPROPERTY .................................................. 7 DEFAULT.................................................................. 7 REMEDIES AND DAMAGES ...................................................... 8 SURREfJDER OFPROPERTY ..................................................... 9 HOLDINGOVER ............................................................. 9 SllBST1Tll7)ON OF OTHERLEASED PREMISES ......................................... 9 ESTOPPELCERTIFICATES ....................................................... 9 LIMITATION OFLIABILITY ....................................................... 9 JOINT AND SEVERALLIABILITY ................................................. 70 AUTHOR(TY TO MAKELEASE ................................................... 10 SECURITYINTEREST ......................................................... 10 ERISA COMPLIANCE .......................................................... 70 GUARANTY............................................................... 10 WAIVER OFJURY TRIAI ...................................................... 10 GEIVERALPROVISIONS ....................................................... 10 a. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 b. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 c. Governing Law ........:.............................................. 10 d. Amendment ......................................................... 70 e . Notices ............................................................ lQ f. Assignment; Subletting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 g. Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 h. Severability .......................................................... tt i. Force Majeure ........................................................ 11 j . CaPtions ............................................................ 11 k. No Waiver .......................................................... 11 l. No Recocding ........................................................ 71 m. AdditionaiTerms ...................................................... 11 ro ��-�� LIST OF EXHIBI7S: Exhibit A: Legal Description Exhibit B: Floor Plan Depicting Leased Premises Exhibit C: Commencement Date Agreement €xhil�iF-J� `Nerk Leuer Exhibit E: Rules and Regulations Exhibit F: Guaranty Exhibit G: Additional Terms OFFICE BUILDING LEASE TOWN SQUARE (Gross Rentl 9?-3.�3 THIS �EASE is made and entered inco this day of , 199 7, by and becween K:S Fund 10, a DeVaware general partnership, hereinafter referred to as'Landlord," and The Citv of Saint Paul actino throucn the Saint Paul Police Deoartment , a Minnesota municioal corooration , hereinafter referred to as "Tena�t." BASIC LEASE PROV1SiONS a. Address of Suiidinq: 444Cedar Street, St. Paul, M(V 55701 b. leased Premises: Aooroximatelv 2,627 sauare feet, located In Soace n 152 as se: `.o�th on the attached Exhibit B (+nclude square footage of Leased Premisesl. c. Rentabie Area 2,627 sauare feet d. Estimated Commenceme�t Date March 1. 1997 e. Estimated Exniration Date Februarv 28. 2000 f. Initial 8ase Rent: S 1.00 for the first year of the Term, payable equat monihly installments of S -0- . Base Rent shall be increased during the Lease Term in accordance with Section 5 hereof. g. Tenant's Proportionate Share: -0- h. Base Exoenses: During the first year of the Lease Term, the "Base Expenses" (as that term is defined herein) shall be $ -0- . The Base Expenses shali be adjusted each year during the Lease Term in accordance with Sectio� 6 hereof. � i. Securitv Deposit -0- j. Guarantor�s): None k. Permitted Use General Otfice and Police Substation. See Exhibit G tor further terms. 2. LEASED PREMISES. In consideration of the rents, terms, provisions, and covenants of this Lease, Landlord does hereby tease and let unto Tenant, and Tenant does hereby hite, Iease, and take from Landlord, approximately 2,627 rentable square feet ("RSF"1 of space (the "Leased Premises") located on the first level of the buildin9 known as Town Squace which is located ai 444 Cedar Street, St. Paut. Minnesota {the "Buitding"), situa2ed on the real property in Ramsey County, Minnesota, and legally described in the attached Exhibit A(the "Property"), and as depicted in cross-hatching on the floor pian attached hereto as Exhi6it 6. Access to the Buitding is provided through adjacent space owned by Landford which shail be known in this Agreement as "Town Square." 3. LEASE TERM Tenant shal! lease the Leased Premises 4or three 1 3) years, zero ( 0) months Ithe "Term") beginning on the date ithe "Commencement Date") which is the earlier to occur of the (a1 the date described at Section t.d., or (b) the date that 7enant takes occupancy of the Leased Premises, and expiring on the data (the "Expiration Date') desczi6ed at Section t.e., unless terminated earfier as otfierwise provided in this Lease. The Commencement Date and the Expiration Date are subject to determent as is provided in Section 7 below. Tenant shall compiete and fumish to Landlord, on or 6efore occupancy of the Leased Premises, the Commencement Oate Agreement attached hereto as Exhibit C, which shatl acknowledge the actuaf Commencemeni Date and the Expiration Date. See also Exhibit G. AO�A I996 GROSS 23a618.Of "'-" --'- -• • - -• = -- - ='-- -* . __ ,.. .., . . _ �7 �33� 5. BASE RENT. ' Tenant shalf pay Initiaf Base ftent to ! andiord during the first year of the Term in the annual amount set fotth in Section t.f. hereo4, payabte in equai monthfy instaltments in :he amount also set forth in Section t.f. hereof. T < F' •4' �1 �� •• • l < T 1 ( . .. 0 q�-333 .r . .� '. � , o � �. 0 TENANTIMPROVEMENTS. c. No liens. Nothing contained in this Section or in this Lease shall 6e taken or construed to create any agency between Landiord and Tenant or to authorize Tenant to do any act or thing or to make any contract _ - - - -- - - ,: - - �7�3�� so as to encumber in any manner the title of Landlord to the Leased Premises or to create any claim or lien upon the interest of Landiord in the Leased Premises, it being expressly agreed and covenanted that all of the costs and expenses of Tenant for Tenani's Work referred to in this Section or any other work undertaken by or at Tenant's behest shail be promptly paid by Tenant as required by the terms of its contracts or agreemenis with its contractors, subcontractors and materialmen. If any lien is at any time filed orrecorded, Tenant shall within fifteen 115) days thereafter obtain the reiease and satisfaction of such lien. i f. See Exhibit G. and olice subscacion 8. USE OF LEASED PREMISES. Tenant shall use the Leased Premises for husiness office�purposes o�ly, and shall conduct its business at all times in accordance with all applicable federat, state, a�d toca( laws, regulations, and ordinances and all covenants, conditions or restrictions ot record applicable to the use or occupancy of the Leased Premises. Tenant shall, at its expense, obtain and maintain ali necessary permits required for the co�duct of Tenani's business on the Leased Premises. Tenant's use of the Leased Premises shall 6e further su6ject to any rules and regulations promulgated from time to time by the Landlord. The rules and regulations effective as of the date of this Lease are attached hereto as Exhibit E. See additionai terms regardiag use in Exhihit G. 9. AMERICANS Wl7H DISABIUTIES ACT. Tenant acknowfedges and agrees that, whiVe Landlord has reviewed and approved the plans and specifications for TenanYs leasehotd improvements, LandVord assumes no responsi6ititY for compliance of such plans and specificaiions, the Leased Premises or Tenant's ieasehold improvements with the Americans with Disabilities Aci of 1990 or the regulations promulgated thereunder ("ADA"), and Landlord shatt not be responsibie for any alterations or additions to the Leased Premises or any other portions of the building of which the Leased Premises are a part which may be required by the ADA. , Tenant agrees to comply in a{I respects with the ADA, including without limitation, by removing architectural barriers within the Leased Premises and the common areas of the Buiiding made necessary by Tenant's use of the Leased Premises and by strict conformance with the ADA in the design and construction of Tenant's leasehold improvements and any subsequent aiterations. Tenant shall indemnify and defend Landlord and shall hotd Landlord harmless from any damages, loss or liability, including without limitation the cost of barrier removal or alterations which may be performed by Landtord, resulting from the faiture of 7enant to comply strictly with the requirements of the ADA. 10. ENVIRONMENTAL. a. For purposes of this Lease, "Environmental Law" shal� mean any and ail federai, state, and local statutes, ordinances, and regulations relating to the environment respecting the storage, treatment, disposal, handling, and release of any Hazardous Substances. "Hazardous Substance" means any substance designated pursuant to ihe Ciean Water Act, Title 33 U.S.C. Section 1321, any element, compound, mixture, solution, or substance designated pursuant To the Clean Water Act, Title 33 U.S.C. Section 7321, any element, compound, mixture, solution, orsubstancedesignated pursuanttotheComprehensive Environmental Response, Compensation and Liability qct, Title 42 U.S.C. Section 9602, any hazardous waste having the characteristics identified under or listed pursuant to the Resource Conservation and Recovery Act, Title 42 U.S.C. Section 6921, any toxic poilutant listed under Section 307(a) of the Clean Water Act, Title 33 U.S.C. Section 1317(a�, any hazardous air pollutant Iisted under Section 7 7 2 of the Ciean Air Act. 7itle 42 U.S,C. Sectio� 747 2, any imminently hazardous chemical substanca or mixture with respect to which the Administratoc of the Environmental Protection Age�cy has taken action pursuant to Section 7 of the Toxic Suhstances Control Act, Title 15 U.S.C. Section 2606, any "Hazardous Waste," "Hazardous Substance,' "Pollutant," or "Co�taminant," as defined in che Minnesota Environmental Response a�d Lia6ility Act, Minnesota Statutes, Section t 158.02,any element, compound, mixtuce, solution, or su6stance defined as hazardous waste or as a hazardous suhstance under any curreni or future federaf, state, or local statuce, ordinance, or regulation relating to the environment, and any medical or infectious waste regulated by any federal, state, or local laws, statutes, or segulations. 6. Tenani agrees 2fiat it will not release, transport, store, use, generate, treat, or dispose of any # Substances on the Leased Premises EXCEPT for materials ordinarity and customarify used for office purposes, but even ihen only as a�thorized by and in accordance with aN Environmentaf laws. Tenant wiif comply � _ _ _ �.-r�:��x,.»:sn._�czr.Tr.��:.rFSrwr+r.�r.n:+ra. ` 97-333 ;. with any perlodic repoRing requirements concerning the use, storage, disposal, or transportation of any Hazardous Substances. 7enant agrees to indemnify, defend, and hold Landlord harmless from any loss, damage, costs, and expenses, including all a[torneys' fees, arising out of or in any manner relacing to the release, generation, transportation, treatment, storage, manufacture, emissian, use, or disposal of any Hazardous SubsTances on or in the Leased Premises durinq the term of this Lease, unless caused bV Landiord. This warranty and indemnity wiii survive the termination of this lease. Tenanc 11. MAINTENAtJCE: FEPAIRS; EXPENSES. i�aadleFA. shall be responsible for alI routine maintenance and repairs oF tfie Leased Premises.aad'for the maintenance and repair of all structural components and foundation of the Buifding. If any extraordinary repairs are required because of the negligence or intentional acts of Tenant, its emptoyees, agents, or invitees, Landlord shall charge Tenant for the costs of such repairs, and if not paid hy Tenant, such cos2s shall be payabie as Additionai Rent. *Landlord sna11 be responsiDle 7 2. LANDLORD'S RIGHT OF ENTRY. Landlord, or its authorized agents or attorney, shall have the right (6ut shall not 6e obligated! to enter the Leased Premises at any time in an emergency and at other times to inspect, test, make rep2irs, and show the Leased Premises to prospective purchasers ortenants. 13. INSURANCE. See Exhibit G. � . a n ... ..�,-,u,..,. �o s,.. �.o..,,...�.:.... io.,� �_.._, � � .. ' : �._.. e _ e_ . e.. • e.c'e_ _"; " . •' - <. b. Landiord shalf obtain and keep in fui! force and effect during the term of this Lease, the following insurance: (1) "af1 risk" insurance against ioss by fire, lighining, and risk customarily covered by standard extended coverage endorsement as xo the Building; (2) liability insurance for the Buiiding (outside the leased Premisesl in amounts deemed advisa6le 6y the Landlord; and - t3) flood insurance, if required. 14. WANER AND INDEMNIFICATION SY TENANT. a. Waiver. Tenant releases Landlord, its property manager and their respective agents and emptoyees from, and waives all claims for, damage or injury to person or propercy and Ioss of business sustained by 7enant and resufting from the Building or the Leased Premises or any part thereof or any equipment therein becoming in disrepair, or resulting from any accident in or about the Building. This paragraph shall apply patticuiariy, but not exclusively, to fiooding, damage caused by Building equipment and apparatus, water, snow, frost, steam, excessive heat or cold, broken giass, sewage, gas, odors, excessive noise or vibration or the bursting or leaking of pipes, plumbing fixtures or sprinkler devices. Without iimiting the generaliTY of the foregoing, Tenant waives all claims and rights of recovery against Landlord, 97-333 its property mana9er and their respective agents and employees for any Ioss or dama9e to any property of Tenant, which loss or damage is insured against, or required to be insured against, by Tenant pursuant to Section 13 above, whether or not such loss or damage is due to the fault or negligence of Landlord, its property manager or their �espective agents or employees, and regardless of the amount of insurance proceeds collected or collectible under any insurence policies in effect. b. Indemnification. Tenant shall indemnify and hofd landlord and its agents and emptoyees harmtess from and against any and all claims, actions, lia6ility, and expense in connection with loss of tife, bodily injury, and/or damage occurri�g on the Leased Premises occasioned by Tenant, its agents, employees, servants, Iicensees, or invitees, untess the same be caused wholly or in part by the wipfu! or grossly negl+gent act or omission oi Land{ord, its agents or employees. If any action or psoCeeding is brought againsi the patties indemnified under this Section, Tenant, at its expense, upon receiving notice theseof from Landlord, agrees to defend such actSon or proceeding 6y counsel reasonably acceptable 2o Landlord. Nothing herein shatl 6e deemed to increase the limits of TenanYs tott cfaim iiabiiity beyond the iimits estabfished by Chapter 486 of Minnesota STatutes. 15. BUILDING SERVICE *11:00 P.:1. Monday througn Sunda;:, inctuding holidays� a. Basic Services, Landlord shall furnish the following services: (i) heating and air conditioning to provide a temperature condition required, in Landlord's judgment, for comfortable occupancy of the Leased Premises under normaf business operations, daily from 8:00 A.M. to' • , �(ii) men's and women's restrooms at locations designated by Landlord and in common with other tenants of the Building; (iii) daily janitor service in the �ease9-FceAa+ses�aa� common areas of the Building, weekends and holidays excepted, including periodic outside window washing of the ge�ecexceri� windows in the Leased Premises� . b. Electricitv. Electricity sfiall be distributed to the Leased Premises either by the electric utility company serving the Building or, at Landlord's option, by Landlord; and Landford shall permit Landlord's wire and conduits, to the extent available, suitabie and safefy capable, to be used for such distribution. lf and so long as Landlord is distributing electricity to the Leased Premises, Tenant shall obtain atl of its electricity from Landlord-aa� c. Teleahones. Tenant shall arra�ge for telephone service directly with one or more of the telephone companies servicing the Buitding and shafl be solely responsible for paying for s�ch te4ephone service and cab4ing necessary for use of the telephone service. if Landlord acquires ownership of the telephone cabies in the Buiiding at any time, Land4ord shaff permit Tenant to connect to such ca6les on such terms and conditions as Landtord may prescribe. In no event does Landlord make any representation or warranty with respect to teiephone service in ihe 8uifding, and Landlord shal� have no fiability with respect thereto. d. Additional Services. Landlord shali not be obligated to furnish any services other than those stated above. If Landlord elacts to furnish services requested by Tenant in addition to those stated above (inciuding services at times other than thosa stated above), Tenant shall pay Landlord's then prevailing charges for such services. if Tenant shall fail to make any such payment, Landlord may, without notice to Tenant and in addiTion to ali other remedies available to Landlord, discontinue any additional services. No discontinuance of any such service shal! result in any Iiability of Landlord to Tenant or be considered as an eviction or a disturbance of TenanYs use of the Leased Premises. In addition, if TenanYs concentration of personnei or equipment adversefy affects tfie temperature or humidity in the Leased Premises or the Building, Landford may instalf supplementary air conditioning units in the �eased Premises; and Tenant shaff pay for the cost of installation, maintenance, and use thereof. e. Failure or Delav in �urnishinq Services. Tenant agrees that LandVord shall not be liable for damages for failure or delay in furnishing any service stated above if such failure or defay is caused, in whole or in part, by any one or more of the events stated in Section 36.i. below, nor shali any such failure or delay be considered to be an eviciion or disturbance of TenanYs use of the Leased Premises, or relieve 7enant from its obligation to pay any Rent when due, or trom any other obiigations of Tenant under this Lease. q7 33� 16. ALTERATIONSAND LIENS. Tenant may not make any alterations or improvements to the Leased Premises lexcept routine maintenance and repairs as provided in Section 11 hereof) without first obtaining the prior written consent of the Landlord. Tenant shall not allow any liens of any kind to attach to the Leased Premises or the Property, including mechanics' liens. 7 7. SIGNAGE. Tenant may not post any signs of any type in the Building or on the Property without the prior written consent of Landlord. Any signage shall be compatible with Landlord's signage in the Buitding. t S. - SUBORO WATION OF LEASE. This Lease shalf be su6ordinate to ihe lien of any present or future mortgage against the Leased Premises and 2he Property. Upon wriiten re4uest o4 Landford or the hoider of any such mortgage, Tenant sha(t by appropriate instrument subocdinate its rights under this Lease to the tien of such mortgage. A refusat by Tenant to execute and deliver any such instrument shall constitute an event of default under this Lease. 19. QUIE7 ENJOYMENT. Landlord represents and warrants ffiat the Leased Premises are owned or controlled by Landtord, that �andford is empowered to enter into this Lease, and that it will warrant and defend against all lawful claims for TenanYs peacefui possession of the Leased Premises during the Lease Term, subject only to such conditions as are provided in this Lease, so long as Tenant keeps and performs promptly each of the terms, covenants, and conditions of ihis Lease to be performed or kept by it. 20. ATTORNMENT, Tenant shail, in the event any proceedings are brought for the foreclosure of any mortgage made by Landlord covering the Property, the Building, and the Leased Premises, attorn to the purchaser upon any such foreclosure and recognize such purchaser as owner under this Lease. Upon the request of any interested party, Tenant shall execute, acknowledge, and deliver an appropriate instrument evidencing the attornment provided for in this Section. A refusai by Tenant to execute and deliver any such statement shall constitute an event of default under this Lease. 21. DAMAGE TO LEASEO PREMISES. If the Leased Premises are damaged or destroyed by Fire or other casualty insurable under standard "alI risks" insurance so as to become partialty or iotaity untenantable, Landlord may efeci to terminaie this Lease by giving not+ce ihereof to Tenan2 within one hundred twenty 1120) days after such occurr2nce. If Landlord exercises such right, then this Lease shalt cease as of the date of such notice, and att Rent and other charges payabie by Tenant shall be adjusted as of that date. If Landiord does not elect to terminate this Lease, then Land)ord shaif repair and restore the Leased Premises with due diiigence, and ali Rent and other charges payable hereunder shail be abated during any period in which such damage materially interferes with the operaTion of ?enant's business on the Leased Premises. Tenant shall be responsible for reconstruction of all of TenanYs improvements on the Leased Premises and for replacement of all of 7enanYs personal property. Landlord shall not be liable for delays encountered in repairing and restoring the Leased Premises 6eyond its controf such as acts of torce majeure. Rent abatement shall be TenanYs sole right against Landlord by reason of such damage, and such abateme�t shatl apply only during the period commencing with such damage and ending wrten Landtord suhstantially completes its rePairs. 22. C�NDEMNATION OF PROPERTY. tf any patt of the Leased Premises shatl be taken by eminent domain, then the Term of thfs Lease shatt ierminace as to che portion of The Leased Premises taken as of the date possession shalf be assumed by the acquiring authority, and all Rent shal4 be adjusted as of the date of such termination. In the event a partial taking is not so extensive as to render the Leased Premises unsuitabfe for the business of Tenant, this Lease shatl continue in effect as to tfie remainder of the Leased Premises. In the event of any taking of the Leased Premises, Tenant shall have no claim against Landtord or the condemning authority tor ihe vaiue of the unexpired term of this Lease, and Tenant sha11 not be entitled to any part of the condemnation award, whether paid as compensation tor diminution in value to the leasehold or to the fee ot the Propetty. Landlord shall be entitied to receive the full amount of such award, and 7enant shall assign to Landlord its interest therein. To the extent the amount recovereble by Landlord is not diminished thereby, Tenant shali have the right to claim and recover from the condemning authority (6ut not from Landlordl such compensation as may 6e separately awarded to Tenant in Tenant's own name and right on account of any relocation expenses. � 23. DEFAULT. The occurrence, at any time prior to or during the Term, of any one or more of the following events, shall constitute an "Event of Default" hereunder and shaif entitle Land(ord to exercise any of the remedies set forth in Section 24 herein: a. if Reni or any other charge payabfe by Tenant under this Lease shafl be unpaid on tfie date payment is required; or b. if Tenant fails to perform any of the other terms, conditions, covenants, and obligations of this Lease to be observed and performed by Tenant as and when due or when to be performed; or 97-333 c. if Tenant shail vacate or abandon the Leased Premises (a failure, without Landiosd's written consent, to operate its business in the Leased Premises for twenty (20} consecutive days or more being conciusively deemed an abandonment); or d. if Tenant shall suffer this Lease to be taken under any writ of execution, attachment, or other process of faw, or if this Lease shalt by operation of law pass to any patty; e. if TenanT shall fiie a voluntary pe2ition in bankruptcy or insolvency, or sha�I be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composicion, readjustment, liquidation, dissolution or similar relief under The present or any future federai bankruptcy aci or any other present or future applicable federal, state or other sLatute or law, or shaA make an assignment for the benefit of credimrs or shall seek or consent to or acquiesce in the aqpointment of any trustee, receivec or GGUidacor af Tenant or of aIl or any part of TenanYs propetty; or f. if, within thirty (301 days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other siatute or law, such proceeding shall not have been dismissed, or if, within thirty 130) days after the appointment of any trustee, receiver or liquidator ot Tenant, or of all or any part of Tenant's property, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall 6e issued against Tenant or any of TenanYs propetty pursuant to which the Leased Premises shali be taken or occupied or attempted to be taken or occupied. 24. REMEDIES AND �AMAGES. Upon the occurrence of an Event of Defautt, Landtord shall have 2he right at its election, then or at any time thereafter, and while such Eveni of Defaufi shal! continue, and without limiting Landiord in the exercise of any other right or remedy Landlord �nay have on account of such Event of Default, to exercise any one or more of the foffowing rights: a. Upon the occurrence of an Event of Default, the balance of any Rent due for the remainder of the 7erm shall be considered at once due and payabie without notice or demand by Landlord; b. Landlord may, ten (7 0) days after sending written notice of such default to Tenant, 2erminate this Lease and re-enter the Leased Premises and take possession of the Leased Premises, or re-enter the Leased Premises and take possession of the Leased Premises without terminating this lease, at �andtord's option. No re- entry or taking possession of the leased Premises by Landlord shail be construed as an election on its pari to termi- nate this Lease unless a notice ot such intention is given to Tenant (all other demands and notices of forfeiture or ather similar notices being hereby expressly waived by TenantS. Upon the service of any such notice of iermination, the Serm of This Lease shall automaticafty terminate. Shouid Landiord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recove� from Tenant alt damages it may incur by reason of such breach, including the cost of recovering the Leased Premises, reasona6le attorneys' fees, and the value at the time of such termination of any Rent, including Base Rent and estimated Additional Rent, reserved in this Lease for the remainder of the Term, together with interest on such unpaid amounts at the rate of eighteen percent f 7 8%] per annum or the highest rate then allowa6le by the laws of the St2te of Minnesota, whichever is �esser, all ot which amounts shall be immediately due and payahle from Te�ant to land(ord. c. Without demand or notice to re-enier and take possession of the Leasad Premises, or any pan thereof, and repossess the same as of Landtord's former estate and expel Tenant and those cfaiming through or under Tenant, and remove the effects of both or either Iforcibty, it necessary) wiihout being deemed guilty of any manner of trespass and without prej�dice to any remedies for arrears of rent or precedin9 breach of covenants. Should Landlord elect to re-enter as provided herein, or should Landlord take possession pursuant to Iegai proceedings or pursuant to any notice provided for by Iaw, Landlord may, from time to time, without terminating this Lease, relet the Leased Premises, or lease any part thereof, for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord may deem advisable, with zhe right to make alterations and repairs to the Leased Premises. No such re-entry or taking of possession of the Leased Premises shali be construed as election on Landlord's part to terminate this Lease un(ess a written notice ot such termination be given io Tenant or unless said termination be decreed hy a court of competent jurisdiction. d. Landlord may maka such alterations and repairs as it sha0 determine may be reasonabty necessary to relet ihe Leased Premises, and Landlord may Ihut shail not be required to1 relet the same or any part thereof upon such terms and conditions as Landlord in its sole discretion may deem advisable. Upon any reletting, all rentais received by Landiord trom such reletting shall be appiied as follows: first, to the payment of any indebtedness other than Rent or other cfiarges due under this Lease from Tenant to Landlord; second, to che payment of any costs and expenses of such reletting, inciuding brokerage fees, attorneys' fees, and costs of such alterations and repairs; and third, to the payment of Rent and other charges due and unpaid hereunder. In no event �7-33� shail Tenant be eniitled to receive any surplus of any sums received by Landlord on a reletxing in excess of ;he Fent and other charges payable hereunder. If such rentals and other c�arges rereived from such refetting during any month are fess than those to be paid during that month 6y Tenant, Tenant shall pay any such deficiency to Landlord upon demand. e. Landford may coffect from Tenant amounts in connec:ion with any other loss or damage which Landlord may sustain by reason of any breach and any diminished value of the Leased Premises resuiting from any such breach. f. Landlord may, but shali not be obligated to, perform any obiigztion of Tenant under this Lease; and,if Landlord so elects, alicosts and expenses paid by landlord in performing such obligation, together with interest at the Default Rate, shall he reimbursed by Tenant to Landlord on demand. Any and alf remedies sec forth in this lease: (i1 shal! he in addition to any and alt other remedies Landiord may have at law or in equity, (ii) shal� be cumulative, and (iiil may be pursued successivefy or concurrentty as Landiord may elect. 7he exercise of any remedy by Landlord shall noi be deemed an election of remedies or preciude Landbrd from exercising any other remedies in the £uture. No termination or repossession referred to in this Section 24 shall relieve Tenant of its Iia6ility and obligations under this Lease, ail of which shail survive such termination or repossession. Landlord's ri9hts and remedies shall be cumulative and may be exercised and enforced concurrentfy. Any right or remedy conferred upon Landlord under this Lease shall not be deemed to be exclusive of any other right or remedy it may have. 25. SURRENDER OF PROPERTY. On the iast day of the Lease Term or on the earlier termination thereof, Tenant sfiaff peaceably surrender the Leased Premises to Landlord in goad condition, 6room clean, reasonable wear and tear excepted. If Landlord requires Tenant to remove any improvements or alterations pursuant to Section 5, then such removal shatl be done in a good and workmanlike manner; and upon such removai Tenant shall restore the Premises'to ics condition prior to the installation of such alternations. If Tenant does not remove such alteraiions after request io do so by Landlord, Landlord may remove the same and restore the Leased Premises; and Tenan2 shali pay the cost of such removal and restoration to Landlord upo� demand. Tenant shafl also remove its furniture, equipment, trade fixtures and all other items of perso�al property from the Leased Premises prior to the termination of the Term or Tenant's right to possession of the Leased Premises. If Tenant does not remove such items, Tenant shall be conclusively presumed to have conveyed ihe same to Landlord without further payment or credit by Landlord to 7enant; or at Landlord's sole option such iiems shaff be deemed a6andoned, in which event Landbrd may cause sucn items to be removed and disposed of at TenanYs expense, without notice to Tenant and without obligation to compensate Tenant. 26. HOLDING OVER. In the event Tenant remains in possession of ihe Leased Premises after the expiretion of ihe Lease Term, Tenant, at Landlord'S oRtiort, without the execution of a new lease, shafl be deemed to be occupying the Leased Premises as a tenant from month-to-month at twice the annuaf Rent for the last year of the Lease Term, su6ject to all other conditions of this Lease. 27. SUBSTITUTIONOFOTHERLEASEDPREMISES.Atanytimehereafter,Landiordmayuponthirty(301days' prior notice to Tenant, su6stitute for the Leased Premises other premises in the Building (the "New Leased Premises"1, provided, that the New Leased Premises shall be reasonably usabie for Tenant s business hereunder; and, if Tenant is already in occupancy of the Leased Premises, then in addition Landlord shall pay the expenses of moving Tenant from the Leased Premises to the New Leased Premises and for improving the New Leased Premises so that they are substantiaily Similar to the Leased Premises. 28. ESTOPPEI CERTlFICATES. Tenant agrees that, from time to time upon not less than ten (10) days prior request by Landlord, Tenant shaA execute and deliver to landlord a written certificate certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifiications, a description of such modifications and that this Lease as modified is in full force and effectl; Iii) the dates to which Rent has been paid; Iiii) that Tenant is in possession of ihe Leased Premises, if that is the case; (iv) that Landlord is not in default under this Lease, or, if Tenan2 believes Landtord is in defaulx, the nature thereof in detail; (v) that Tenant has no off-sets or defenses to the performance of its obiigations under this Lease (or if Tenant believes there are any off-sets or defenses, a fuil and complete explanation thereof); and Ivi) such additional matters as may 6e reGUested by Landtord, it being agreed thai such certificate may be relied upon by any prospective purchaser, moagagee or other pesson having or acquiring an interest in the Building. If Tenant fails to execute and deliver any such certificate within ten (10) days after request, 7enant shall be deemed to have irrevocably appoin2ed Landlord as TenanYs attorney-in-fact to execute and deiiver such certificate in 7enant's name. 29. IIMiTATION OF lfABiLITY. A�y Iiability of Landlord under this Lease shall be Iimited solely to its equity interest in the Building, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shaii any recourse be had to any other property or assets of Landlord. � 7-.3.3� 30. JOINT AND SEVERAL LIABILITY. If Tenant is a general partnership, the obiigations of Tenant under this Lease shall be the joint and several obligations of Tenant and all of the general pattners of 7enant. If chere is more than one person or entity signing this Lease as Tenant, then the obligations of Tenant under this Lease shall be the joi�t and several obligations of afl such persons or entities. 31. AUTHORITY TO MAKE LEASE, Tenant is a municioal corporacion duly formed, validly existing and in good standing under the taws of the Stace ot Minnesota , is duly ticensed or quaiified to transact business in the State of Minnesota, and has afI requisite power and authority to execute and deliver this Lease and to perform all of its obligations hereunder. Tfie execution and detivery of this Lease and performance of the terms hereof by the Tenant has been duVy autfiorized by afl requisite action of Tenant and does -and wiii not {a) require any authorization, consent or approvat of any person or governmentai department, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) vioiate any law, rule, regulation, order, writ, injunction or decree presently in effect having appiicability to 1'enant or provision of the organizational documents ot Tenant. 32. SECURITY INTERES7. Tenant hereby grants to Landlord a Iien and security interest under the Uniform Commerciai Code in all property of Tenant now or hereafter placed on the leased Premises. including but noc limiied to Ieasehold improvements, trade fixtures, furnishings and inventory. Tenant agrees to execute such financing siatements and furnish such information as Landlord may from time to time request in order to perfect this security interest. Landlord may at its election file a copy of this Lease as a financing statement. landlard, as a secured party, shaN be entitled to aVI of the rights and remedies avai{abie to a secured parcy under the Uniform Commercial Code. Tenant agrees that it shali not grant any other lien or security interest on such personal property wichout the prior written consent of Landlord. 33. ERISA COMPIIANCE. Tenant represenis and warrants unto Landlord that li) Tenant has complied and will, during the term of this Lease, compiy with alt funding and other requirements of the Employee Retirement Income Security Act of 1974, as amended I"ERISA"), and all oiher applicable laws; and (ii) Tenant does not and will not, during the term of this Lease, have any liability under ERISA, including bui not limited to any existing or potential withdrawal IiahilitY from any employee benefit plan. 35. WAIVER OF .IURY TRIAL. TENANT AND LANDLORD HEREBY IRREVOCABLY WAfVE ALL RiGHT TO TRIAL BY JURY lN ANY ACTION OR PROCEEDING, OR COUNTERCLAIM fWHETHEfl BASED UPON CONTRACT, TORT OR OTHERW(SE7, ARISING OUT OF OR flELATING TO THfS LEASE, THE LEASED PREMfSES, THE BUILDING OR THE PROPERTY, OR. THE 7RANSACTIONS COfV"fEMPLATED HEREBY. 36. GENERAL PROVISIONS. a. Entire Aareement. This Lease and any exhibits hereto constitute the complete agreement between Landiord and Tenant concerning the Leased Premises. There are no oral agreemenYS, undecstandirtgs, promises, or representations between Landlord and Tenant affecting this Lease. Any prior negotiations and understandings between the parties and any other leases regacding the Leased Premises shal! be of no force or effect and shall not ba used io interpret this Lease. b. Successors a�d Assians. All rights and liabifities herein given to or imposed upon the respective parties hereto sfiall extend to and bind the respective successors and assigns of the patties. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been made in accordance with the provisions of this Lease. c. Governinq Law. The laws of Minnesota shall govern this Lease. d. Amendment. Except as otherwise expressly provided herein, no afteration or addition m this Lease shall be binding upon Landlord or Tenant untess made in writing and eXecuted by both parties. e. Notices. Whenever any payment, notice, consent, approval, or authorization is required or permitted under this Lease, tfie same shali be in writing and shail be sent by hand defivery or by iegistered or certiEied mait (retum receipT requested), postage prepaid, as foVlows: To Landlord: K/B Fund 111 c/o Koll Management Services, Inc. 2600 Minnesota World Trade Center 30 East Seventh Street St. Paul, MN 55707 10 9� 3.�� 7o Tenant: Saint Paul Police ATTN: Commander Sturner 345 Wa6asha Street St. Pau1, MN 55t02 Each party may setect a different address for the receipt of notices and shall so notify the other party in writing. f. Assianment: Subiettinq. Tenant may assign this Lease or su6let the Leased Premises onty �,vith the prior written consent of Landlord. Any assignment or su6letting shall n4t release Tenant from its obfigations hereunder. g. Attornevs' Fees. fn the event of a defauli by Tenant in any of the xerms of this lease, Tenan: shall pay to Landiord on demand all attorneys' fees and costs incurred in the enforcement of this Lease. h. Severabiiitv. If any term, condition, covenant, or provision of this lease or che application thereof to any circumstance shall, to any extent, 6e held by a court of competent jurisdiction or by any authorized governmental autharity to be invalid, void, or unenfarceable, the remainder of this L=ase shaii not be affected by such holding, and the remaining terms, conditions, covenants, and provisions hereof shali continue in full force and effect. i. Force Maieure. Landlord shail not be in default hereunder and Tenant shaii not be excused from performing any of its obiigations hereunder if Landlord is prevented from performing a�y of its obligations hereunder due to any accident, breakage, strike, shortage of materials, acts of God or other oauses beyond LanClord's reasona6le control. ' j. Caotions. The headings and titles in this Lease are for convenience only and shall have no effect upon the construction or interpretation of this Lease. k. No Waiver. No receipt of money by �andlocd from Tenant after termination of this Lease or after the service of a�y notice or after the commencing ot any suit or after final judgment for possession of the Premises shall renew, reinstate, continue or extend the Term or affect any such notice or suit. No waiver of any default of Tenant shall be implied from any omission by Landlord to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other Than the default specified in the exprass waiver and then oniy for the time and to the extent therein stated. I. No Recordinq. Tena�t sha(I not record this Lease or a memorandum of this Lease in any ofificiat records. m. Additionai Terms. Additional terms of this Lease are set forth in Exhibit G attached hereto. n. See Exhibit G. iN WITNESS WHEREOF, the undersigned have executed this Lease as of the day and year first-above written. LANDlORO: K18 Fl1ND 111, a DeVaware general partnership By KIB OPPORTUNITY FUND III, L.P., a Delaware limited partnership, Its general partner By KB OPPORTUN(TY tNVESTORS, a Calitornia general pattnership By KOLL INVESTMENT MANAGEMENT, INC., d/b/a K/B Realty Advisors, a California corporation its General Partner By: 1t5: Date: 11 ��-.33� Assistant City Atiorney �fi}� �vf St�l��-, c � ��c�t�- is I.(,Yl�� Q Y'�P.(il � �ZC'� ��3�� < V ba.c` n� ,� �+�c� t2 9�-3.�� EXHIBIT A LEGAL DESCRtPT10N Tract A. Registered Land Survey Nn. 517 Tracts A, 8, G, I, K, L, M, Q, S, T, U, V, W, Y, DD, 11, JJ, LL, UU, WW, XX, YY, AAA, CCC, DDD, EEE, JJJ, Registered Land Survey tJo. 578. Tract 8B6, Registered Land Survey No. 5t8, except those portions of said Trect 866 described as follows: That portion of Tract 6BB, Registered Land Survey No. 578, lying hetween elevations 100.42 feet and 104.76 feet and Iying within the foiiowing described 6oundaries: Commencing at Point L show� on said Trac2 BBB; thence N54°51'16"E aiong the common tract line of Traas BBB and CCC, Registered Land Survey No. 518, a distance of 2,93 feet to ihe actual point of beginning of the parcef to be described; thence N35°14'}6"W a distance of 12.30feet; thence N54°45'44"Ea distance of 5.87 feet to the common tract line of Tracts BBB and FFF, Registered Land Survey No. 518; thence S35 the common tract line of said Tracts B86, FFF and CCC, a distance of 12.30 feet; thence S54 ° 5 7' 16"W along the common tract line of Tracts B B B and CCC, Registered Land Survey No. 5 7 8, a distance of 5.87 feet, more or less, to the actuai point of beginning. And excapt that portion of Tract BBB, Registeced land Survey No. 518, lying a6ove a sioping plane surface having an efevatio� of 94.30 feet atong Line E shown on said Tract SBB, and an elevation of 100.42 feet along Line F shown on said Tract BBB, and fying within the foltowing described boundaries: Commencing at said Point L; thence N54°51' 16"Ealong the common tract line of Tracts B88 and CCC, Registered Land Survey No. 518, a distance of 2.93 feet; thence N35°14'16"Wa distance of 12.30feet to the actual point of beginning of the parcel to be described; thence N35 ° 14'16"W a distance of 10.52 feet to the point of beginning of Line E; thence iV54°45'44"Ea distance of 5.87 feet along said Line E to the point of termination of said Line E; thenca S35°14'16"Eatong the common tract line of Tracts BBB and FFF, Registered Land Survey No. 518, a distance of 10.52 taet to the point of beginning of Line F; thence S54°45'44"W a distance of 5.87 feet, more or less, aiong said l.ine F to the actuaf point of beginning, said point afso being the point of termination of said Line F. Tract GGG, Registered Land Survey No. 518, except that portion of said Trect GGG which lies directly above Tract ZZ, Registered Land Survey No. 518. A-1 9�-3�_3 EXHIBIT B [Floor Plan Oepicting Leased Premises] B-t EXHIBIT C COMMENCEMENT DATE AGREEMEiVT �' �-333 K/8 Fund III, Landlord, and The Citv of Saint Paul actino throuqh the Sa+nt Paul Police Deoartment , Tenant, have entered into a Lease for Suite located m Town Square at 444 Cedar Street, Si. Paui, Minnesota, dated , t99 7 . t,andlord and Tenant hereby agree that the Commencement Date for the lease is , and that the Expira2ion Data is . Dated: , � gg LANDLORD: K/B FUND III, a Delaware general partnership By K/B OPPORTUNITY FUND III, L.P., a Delaware limited pattnership, Its general pattner By KB OPPORTUNITY INVESTORS, a California generel partnership By KOLL iNVESTMENT MANAGEMENT, INC., d/b/a K1B flealty Advisors, a Cafifornia corporation Its General Partner By: Its: Date: TENANT: THE CITY OF SAINT PAUL ACTING TNROUGH THE SAINT PAUL POLICE DEPARTMENT By: Name: Title• Mavor By: Name: Title: Chief af Poiice BY: Name: Title:_ _ Director, Deoartment of Finance and Manaoement Services Approved as to form: Assistant City Attorney C-1 9� �3� EXHIBIT D (IN7ENTIONAILY OMITTED! �YIIRK-I.E�t€R --' � —'-= �- �......__... T€N/�NT• rr,,, r•... „a c..� �� ' ' s�_uTS y AegarFinan� �5? . r.�� f ' _ _ _ ' _. """' '. _ . ,. �� . r.,...ti...a .,� r ic 6i 5 f ..a c,.. � ....ai,..a• ^ s,. . � . � . � RFers�ises. D-1 �.._�_.o,:c.ar.cr r;rar-rcr.saranrr_�asmocr.'antn_ - • "' "." ' "_' "" 9°��.333 - - - -- - - - - ------ , � �_ ---- -------------- - - :=- - -- -.- __- _ . ._ - - - - ,�. . . ... : ..... . .. . . ..... . - �------------------- -=---- �-.--- - ..-: _.. --.__.__.___._.__..__._ -- -.- -.----..-�---�---.._, .�.z�. - _ _ _ ;..�:�.. D-2 9'��33_3 - • -- - . . - - - - --- - - A�� Atame' S�tle' Ghief ef ° slisB - • _ . ..' '••„ ' • - ' D-3 q�� _� , „ n_ _ � �i�!i�\�3� "e___ _ _ _'_ �:-" - '"- " -"".. `"'"_'__' 9�-3.� 3 D-5 9� 3.�.3 ��.�,� � . . - _._.-- -• �� ._ ._. 9�-�3� D-7 �7 333 EXHIBIT E [Rules and Regulationsl Secu�ity Landlord may from time to time adopt appropriate systems and procedures for the securitY or safety of the Building, any persons occupying, using or entering the same, or any equioment, finishings or co�tents thereof, and Tenant shall comply with Landlord's reasonable requirements relative therexo. 2. Locks Landlord may from time to time instali and change locking mechanisms on entrences to the Buiiding, common areas thereof, and the Premises, and (unless 24 hour security is provided by the Building) shall provide to Tenant a reasonable number of keys and replacements thereot to meet the bona fide requirements of Tenant. in these rules "keys" include any devise serving xhe same purpose. Tenant shall not add to or change existing locking mechanisms on any door in or to the Premises without Landlord's prior written consent. If with Landlord's consent, Tenant instalis Iocklsi incompatible with the Building master locking system: la) Landlord, without abatement of Rent, shall be relieved of any obligation �nder the Lease to provide any service to ihe affected areas which require access thereto, Ib) Tenant shall indemnify Landlord against any expense as a result of forced entry thereto which may be required in an emergency, and (c) Tenant shall at the end of the Term and at Landlord's request remove such lock�s) at TenanYs expense. 3. Refurn of Keys Tenant shall be responsible for re-keying all locks to the Premises at its expense. At the end of the Term, 7enant shail promptly return to Landlord ail keys for the Buiiding and Premises which are in possession of 7enant. 4. Windows Tenant shall observe Landiord's rules with respect to maintaining window coverings at all windows in the Premises so that the Buiiding presents a uniform exterior appearance, and shall not install any window shades, screens, drapes, covers or other materials on or at any window in the Premises without Landlord's prior written consent. Tenant shall ensure that window coverings are closed on ail windows in the Premises while they are exposed to the direct rays of the sun. 5. Repair, Maintenance, Alta�afrans and /mprovemenis Tenant shali carry out TenanYs repair, maintenance, alterations and improvements in the Premises oniy during times agreed to in advance by Landlord and in a manner which wili not interfere with the rights of other tenants in the Building. 6. Water Fixtures 7enant shall not use water fixtures for any purpose for which they are not intended, nor shall water be wasied by tampering with s�ch fixtures. Any cost or dama9e resuiting from such misuse by Tenant shall be paid for by Tenant. 7. Personal Usa of Premises The Premises shail not be used or permitted to be used for residentiai, lodging or sleeping purposes or for the storage of personal effects or property not required for business purposes. 8. Heavy Articles Tenant shall not place in or move about the Premises without Landlord's prior wtitten consem any safe or other heavy article which in Landlord's reasonable opinion may damage the Building, and Landlord may designate ihe Iocation of any heavy articles in the Premises. 9. Caipet Pads In those portions of the Premises where carpet has been provided directly or indirectly by Landlord, Tenant shall at its own expense install and maintain pads to protect the carpet under all furniture having casters other than carpet casters. 10. 6icycles, Animals Tenant shall not bring any animals or birds into the Buiiding, and shall not permit bicycles or other vehicles inside or on the sidewalks outside the Buiiding except in areas designated from time to time by Landlord for such purposes. E-7 �� 9 �-333 1 i. Dafiveries Tenant shall ensure thai detiveries ot materials and supplies to the Premises are made throu9h such entrances, elevators and corridors and at such times as may From time to time be designated by Landlord, and shall promptly pay or cause to 6e paid to landlord the cost of repairing any damage in the Building caused by any person making such deiiveries. 1 2. Fumifu�e and Equipment Tenant shali ensure chax turniture and equipment being moved into or out of the Premises is moved through such entrances, elevators and corridors and at such times as may from time [o cime be designated by Landlord, and by movers or a moving company approved by Landlord, and shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in [he Buiiding caused thereby. 7 3. So/icifafions Landlord reserves the right to restrict or prohibit canvassing, soliciting or peddlin9 in che Buitding. 14. Food and Beveragas Only persons approved from time to time by Landlord may prepare, solicit orders for, seil, se�ve or distribute Foods or bevera9es in the buiiding, or use the elevators, corridors or common areas for any such purpose. Except with Landlord's prior written consent and in accordance wiih arrangements approved by Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or bevereges or for the preparation, solicitation of orders for, sale, serving or distribution of food or beverages. 15. Refuse Tenant shall place all refuse in proper receptacles provided by TenanT ac its expense in the Premises or in receptacles (if any) provided by Landlord for the Building, and shall keep sidewalks and driveways outside the Building, and lobbies, corridors, stairwells, ducts and shafts of the Building, free of all refuse. 76. Obst�uctions Tenant shall not o6struct or place anything in or on the sidewaiks or driveways outside the Building or in the lobbies, corridors, stairwells or other �ommon areas of the Buiiding, or use such locations for any purpose except access to and exit from the Premises without �andlord's prior written consent. Landlord may remove at l'enanYs expense any such obstruction or thing Iunauthorized by Landlordl without notice or obiigation to Tenartt. 17. Dengeious o� /mmaral Acfivities Tenanf shall not make any use of the Premises which involves the danger of injury to any person, nor shall the same be used for any immoral purpose. 18. Proper CanducS Tenant shall not conduct itself in any manner which is inconsistent with the character of the Buiiding as a firsT quality 6uilding or which wiit impair the comfort and convenience of other tenants in the Building. 19. Employees, Agants and lnvifees 4n these Rules and ReguVatio�s, Tenant include the empioyees, agents, invitees and licenses of Tenant and others permirted by Tenant to use or occupy the Premises. E-2 . 9� 333 GUARANTY EXHf61T F IINTENTIONALLY OMITTED) �"` aadle d"1 'a enfe�inte zhn zsr�dv a —__ _ - � n ..._� a <� s � ' ' " ' " ' ' _ _ ' ' ' _ ' _ _" ' _ " ' _' " -." -' . . . .._' ' '_ '-.: �' ' " "" " " " " " ' _ _ ' _ _ _ '.. ' " ' '" v"'v �' '- "'- ,'- ' " "" "-' -"' ''"'- ._-" " . i F-7 t.� . .. _., , TERMINATION OPTION. Landlord and Tenant shail each have the right to terminate this Lease at any time during the Term and without cause, upon 120 days' advance written notice to the other party of its intention to terminate. The parties shall execute a Termination of Lease effective 720 days following said wriTten notice. EXHIBIT C, ADDITIONAL TERMS 3. 7.(fi} CONDiTION OF PftEM1SES Landiord is not responsible improvements at the Leased Landlord. 97 333 Tenant accepts the Leased Premises in an "as-is" condition and acknowledges that for making any improvements to the Leased Premises. Alt existing fixi�res and Premises as of the date of this Lease are currently and will remain the property of USE OF LEASED PREMISES. Tenant shall use the Leased Premises as a Saint Paul Police substation and for related activities, inciuding roll call, locker/changing rooms, and administration. No portion of the Leased Premises may be used as a police ho(ding room, nor may any suspects be trartsported or brought to the leased Premises or the Building. At the discretion of Tenant, a portion of the Leased Premises may be used by the MTC police for monitoring their transit station. 73.�a) TENANT'S INSURANCE. Tenant, being an arm of the City of Saint Paul, has deemed itseif self-insured. 36.{n1 RELATIOSJSNIP OF PARTIES. Nothing contained in this tease sfiatt be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or joint venture or of any association whatsoever between Landlord and Tenant;it being expressly understood that neitherthe method of computation of rent, nor any otfier provisions conTained herein, nor any act or acts of the parties shati be deemed to creaie any relationship between Landiord and Tenant other than that oflandlord and tenant. LTH 2�35521ea G-1