it; If?) c?v-S ?r V. 1 {jrt? $8 (PT: (0: I ANDARD OFF ICE LEASE AGREEMENT (GROSS) C'w' .- THIS LEASE AGREEMENT (hereafter called this ?Lease Agreement?) made ?5 0f 16? day Of September. 20l6 (the reference date - Minneapolis Minnesota FOR AND IN CONSIDERATION of the sum of One Dollar in hand paid by each of the parties to the other. and other good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged. the parties agree as follows: (hereafter called and the CITY OF MINNEAPOLIS (hereafter called ARTICLE I - PREMISES AND TERM A. Landlord does hereby lease and let unto 'l?enant. and Tenant does hereb hire. lease and take from Landlord. that area on Exhibit A-l attached hereto. and by this reference incorporated herein, and described a. and containing approximately ?usable square feet and - rentuble square feet. (hereafter called the "Premises") ercafter called the ?Building") in the . .f Minneapolis, (.?ounty of State of Minnesota. The term Building as it is used herein shall consist of the land and building(s) set forth in Exhibit A-2 hereto. 'l'he Premises area shall be measured from the outside of exterior or corridor walls and from the center of demising walls to obtain the useablc area of the Premises. which shall be multiplied by a factor of HS to arrive at the rentuble area of the Premises. The parties may measure the Premises at any time, but unless the rentable area differs from the amounts set, forth in this Section IA by more or less than 3% then rental amounts as calculated pursuant to section 3 below shall not be adjusted. B. To have and to hold the Premises for a term commencing on and terminating October 31, 2019 (hereafter called the? Term' upon the rentals and subject to the conditions set forth in this Lease Agreement, and the Exhibits attached hereto. C. From January 25. 2018 through February 6. 2018 (the . Tenant has the option to rent the area marked on Exhibit A-3, which is not utili7e and referred to as the ?Event Period Space?) of the Building for the exclusive use by City Police and other ?Credentialed lnvitees Ill cxe range for; an additional rent payment. to be made in advance of the livem Period in the amount of 5 10,000: plus (ii) 'l?enant supplying security at the Building during the Event Period. which, at a minimum. shall Tenant and Landlord acknowledge that future remodeling of the Building may reduce the size and shape of the from what date of this lease Agreement. Also during the Event Period. Tenant shall utilize parking stalls in exchange for an additional rent payment of $50,000.00 (plus an additional $20iaccess card. as a set up charge. and enant a responsr or the applicable, sales tax on such additional rent). Said additional rent charge is a ?at for: regardless if 'l'cnant utilizes less than the. during the Event Period. ?Credentialed are de?ned as active officers of one of the following departments: Minneapolis Poiicc Department D. Provided Tenant is not in default under this Lease Agreement. during the initial Term. Tenant shall have the right to expand the Premises by adding thereto, that space within the Building which is designated Exhibit A-l attached hereto, which space consists of approximately (the "Option Space"). subject to and conditioned upon the provisions of this Section 10 (the If Tenant desires to exercise its . it shall give Landlord written notice ("Tenant's Leasing Notice") of its . which notice: i shall dcsianate the "Effective Date" which "Effective Date" shall be on the first day of a month. shall not be greater than uent to the rl'c nant's Leasing Notice. but in all events the Effective Date shall be prior to the expiration -- . shall be applicable only with to the entire Option Space. The leasing of the Option Space shall commence said Option Spacc's, then lS' cond tion. The Minimum Rental rate for the Option Space shall be. at the same per rentable square foot rate Tenant is paying for the Premises. 'lhe ?is personal to tenant. Under no circumstances hatsoct- or shall the assigncc under a complete or partial assignment of the Luise, or a su enan un er a sublease of the Premises. have any right to exercise the Time is of the essence of all notices under this Section ll). lf 'l?cnant properly exercises its the Option Space shall be added to and become part of the Premises under this Lease Agreement (the "Expansion Option"); provided, the parties shall enter into an amendment ofthc Lease Agreement to set forth and memorialize the increased size of the Premises due to the adding of the Option Space. the new Minimum Rental due to the adding of the Option Space. and any other provision consistent with this Section ID. intent to exercise its 2 USE The Premises shall be used by Tenant solely for the following purpose: 'l?enant?s use of the Premises shall be restricted to a (the ?Specific Use"). During the entire Term ONLY members of the Minneapolis police department. and other ?Credentialcd lnvitecs? are aliowed in the Building or on the Premises (unless otherwise authorized by the Landlord). For purposes of this Article 2. the Event Period Space shall be deemed part. of the Premises during the Event Period. if Tenant has elected to rent the Event Period Space. Tenant shall not advertise to the general public that it is located within the Building. PROVIDED FURTHER. MAY NOT USE TILE BUILDING, ITS COMMON AREAS OR THE PREMISES FOR MICE OPEN TO THE NOR MAY TENANT USE ANY PORTION OF THE BUILDING OUTSIDE OF THE PREMISES. OR ANY THE COMMON AREAS (INCLUDING PARKING AREAS) FOR THE SPECIFIC IT BEING UNDERSTOOD THAT ANY OFFICAL ACTIVITY OF TENANT IS TO BE CONDUCTED WITHIN THE PREMISES, SPECIFICALLY INCLUDING ANY TRAINING ACTIVITIES. Tenant may not allow crim' suspects. persons of interest in a criminal case. or individuals who have been arrested to enter the Building. Tenant may not have more than? Credentialed lnvitees in the Building at any one time, except during the Period during which said number may not exceer?ircdentialcd Invitees for any one day; and excep . Tenant may exceed the limit oi?edentjaled lnvitees in the Building for other than vent Period. only for occasional (not more than any given month. nor more tha a given year) police training activities for major events and on the condition that Tenant gives Landlord written notice at least one week in advance. and that all such training occurs within the Premises. Any Tenant vendor must be escorted at all times by an employee of the Minneapolis police department, from the Building?s reception desk to the Tenant?s Premises (no other guests shall be allowed except for Credentialed Invitees). Tenant and Credentialed lnvitees may not it any internal common areas of the Wing, except the reception area. the hallways from the reception area to the Premises, the restrooms on the oor and the elevators servicing the Tom. ARTICLE 3: - RENTALS A. Tenant agrees to pay to Landlord as minimum rental (hereafter called ?Minimum Rental"). without notice set-off or demand. the Minimum Rent as set forth in the table below for each year of the Term, payable in equal installments. said installments to be due and payable by Tenant in advance on the first day of each calendar month during the Term of this Lease Agreement. or any extension or renewal thereof, at the of?ce of Landlord set forth in the preamble to this Lease Agreement or at such other place as Landlord may designate and payable to? in the event of any fractional calendar month. Tenant shall pay for each day in such partial month a rental equal to 1/30 of the Minimum Rental. Tenant agrees to pay. as Additional Rent. which shall be collectible to the same extent as Minimum Rental. all amounts which may become due to Landlord hereunder and any tax, charge or fee that may be levied, assessed or imposed upon or measured by the rents reserved hereunder by any govemmental authority acting under any present or future law before any ?ne, penalty, interest or costs may be added thereto for non-payment. Please refer to the Rent schedule below: Per Annum Minimum Rental Minimum Rent Time Period Rate per Rentable Square Foot ll/l/2016?l0/31/2017 313083.33 11/1/2017? 10/31/2013 - 313475.83 ll/l/20l8? 10/31/2019 $13,880.? B. In addition to the services set forth in this Lease Agreement which references the Rate Sheet attached hereto as Exhibit 51. Tenant may request. during the Term. and subject to availability. new services or utilities as set forth on the Rate Sheet (including. without limitation. Back-up Power. Cooling Equipment, Conduit Entrances. Parking. HVAC. Collocation. and otherwise), and in such case Tenant shall be charged those fees. charges or rates set forth on the ?Rate Sheet? attached to this Lease Agreement as Exhibit and incorporated into this Lease Agreement by this reference (the ?Rate Sheet?). Notwithstanding anything to the contrary set forth in this Lease Agreement, including any exhibits or schedules annexed thereto, the parties agree that the Rate Sheet attached hereto as Exhibit shall remain in full force and effect throughout the Term and shall not be amended, modified or supplemented except as mutually agreed in writing between the parties; provided however, that Landlord shall have the right. upon not less than sixty (60) days prior written notice to Tenant, to increase the fees. rates or other charges set forth on the Rate Sheet once every calendar year, provided further. however. such increase to in no event exceed three percent per annum. For the avoidance of doubt, with respect to any services or utilities being billet] to Tenant by Landlord hereunder. as of the Commencement Date. such services and utilities shall continue to be billed at the existing rates and the parties hereby agree that this paragraph. and the Rate Sheet. shall apply only to any services which speci?cally references the Rate Sheet, or new services or utilities ordered by Tenant after the Commencement Date. A RTIC LE 4 CONSTRUCTION A. Subject to the representations and warranties set forth in this Lease. Landlord shall deliver to Tenant and Tenant shall take from Landlord the Premises in its current lS" condition. including, without limitation, the carpets and walls. Except to the extent set forth in this Lease Agreement, no promises of Landlord to alter, remodel. improve. repair. decorate or clean the Premises or any part thereof, or to provide any allowances therefor have been made, and no representation respecting the condition of the Premises or the Building, has been made to Tenant by or on behalf of Landlord. Landlord agrees that Tenant may use an_. at no cost to Tenant. B. If Tenant desires any modifications to the Premises, it shall be responsible for constructing any such improvements (hereafter called the ?Tenant Improvements"). only after submitting Plans Speci?cations (?Plans") to Landlord for its advanced approval and then only pursuant to the provisions as set forth below. Landlord agrees to cooperate in the development of Plans pursuant to Tenant?s requirements, and further agrees that its consent shall not be unreasonably withheld, conditioned or delayed in connection with the approval of such Plans. The foregoing sentence shall not be deemed a consent or approval for the construction of any Tenant Improvements other than as shown on Plans which are approved by landlord. No modification or revision of the Plans shall be made without the written consent of Landlord. which consent shall not be unreasonably withheld. conditioned or delayed. C. Tenant agrees to construct the Tenant Improvements only in accordance with the Plans. Upon approval of the Plans by Landlord, Tenant shall be given access to the Premises to so construct the Tenant Improvements, which it shall commence utilizing due diligence. without unnecessary delay or stoppage. Tenant further agrees that in of the Tenant Improvements, it shall comply at all times with all laws. ordinances. orders. rules and regulations; speci?cally Title of The Americans with Disabilities Act of [990 (the Landlord represents and warrants that all common areas of the Building-?_ including, without limitation. the bathrooms and elevators. shall be maintained in compliance with the all laws. including. without limitation. the ADA, by Landlord. at Landlord's sole cost and expense. Landlord?s approval of the Plans. working drawings or other construction drawings or plans of any type With respect to the Tenant Improvements. shall create no liability or responsibility on the part of Landlord for the completeness design. suf?ciency or compliance with any laws. rules or regulations. Tenant?s occupancy of the Premises shall constitute Tenant?s acceptance of the same as being in compliance with all applicable laws. and Tenant agrees to indemnify and hold Landlord hamiless from any damages (including without limitation all reasonable attorney?s fees and costs incurred) in connection with any claim arising from the alleged failure of the Plans or Tenant's occupancy of the Premises, to comply with any applicable laws. rules or regulations, except to the extent such damages are caused by the negligent or willful misconduct of Landlord. D. Tenant further agrees to indemnify and hold harmless Landlord and its agents from any damages (including without limitation. all reasonable attorneys? fees and costs) in connection with Tenant?s construction of the Tenant Improvements. including. but not limited to. any mechanics' liens ?led in connection with the construction of the Tenant Improvements. E. Tenant agrees that its construction contractor for the construction of the Tenant Improvements shall be approved in advance by Landlord which approval shall not be unreasonably withheld. conditioned or denied. F. Tenant agrees that the following conditions shall apply with respect to the construction of the Tenant Improvements: (1) Tenant?s general contractor and any other person who will do work or install and/or construct the Tenant improvements shall be covered by workers? compensation insurance. Tenant shall provide either on its own. or through said general contractor, builder's risk casualty insurance during said construction. Tenant shall provide all other insurance required by this Lease Agreement. specifically including, but not limited to. commercial general liability insurance, prior to commencement of any work. Certificates for all such insurance coverage shall be furnished to Landlord before commencement of any work by contractor or subcontractor. All certificates of commercial general liability insurance shall name Landlord as an additional insured. state that the same is noncancellable without the insurer endeavoring to give thirty (30) days prior written notice to Landlord. Tenant covenants and agrees to indemnify and hold Landlord harmless from any and all claims or actions for personal injury. death or property damage caused by such work or as the result of any work done in or about the Premises. (2) All Tenant Improvements shall be made and in a good. workmanlike manner. using only new and first-grade materials. (3) It is agreed and acknowledged that title to all Tenant Improvements. as constructed and installed by Tenant. shall become the property of Landlord from the date of expiration or earlier termination of this Lease. unless as part of Landlord?s approval at the time of such approval. Landlord has required such Tenant Improvement to be removed at the end of the Term. ARTICLE 5 POSSESSION Except as otherwise provided. Landlord shall deliver possession of the Premises on the date hereinabove specified for commencement of the Term m. but delivery of possession prior to such commencement date shall not affect the expiration date of this Lease Agreementdeliver possession of the Premises by the date hereinabove provided. due to a holding over by a prior tenan or any other cause beyond Landlord?s control. or time required for construction delays due to material shortages. strikes, or acts of rod, shall automatically postpone the date of commencement of the Term of this Lease Agreement, but shall not extend the termination date. Subject to Tenant?s being able to obtain possession of the Premises from and Tenant?s complying with all of the provisions of this Lease Agreement ment of rentals, but speci?cally including all insurance requirements hereof); Tenant may have access to the Premises on or aboutMO allow Tenant to install its equipment and other personal prOperty and to accommodate Tenant's production set-up (?Early Move- provr such Early Move-In shall not violate any city of Minneapolis ordinances. or requirements of either Landlord?s or Tenant?s insurance policies. The Early Move-In period shall end and the Term shall commence upon the earlier of or Tenant?s conunencement of its business from Within the Premises. Provided further. that if Landlord shall be delayed in delivery of the Premises to Tenant due to Tenant?s failure to agree to the Plans or any delay caused by a party employed by or the agent of Tenant, then in such case the rental shall be accelerated by the number of days of such delay. and the rentals shall cornmence the same as if cocuPancy had been taken by Tenant. Prior to the commencement of the Term. Landlord shall have no responsibility or liability for loss or damage to fixtures. facilities or equipment installed or left on the Premises. Immediately after Tenant?s occupancy of the Premises Landlord and Tenant shall execute a rati?cation agreement which shall set forth the final commencement and termination dates for the Term and shall acknowledge the Minimum Rental. the square footage of the Premises, and delivery of the Premises in the conditiou required by this Lease Agreement. ARTICLE 6 - REAL ESTATE TAXES For the purposes of this ARTICLE 6. the term ?Real Estate Taxes? means the total of all taxes. fees. charges and assessments. general and special . ordinary and extraordinary. foreseen or unforeseen. which become due or payable upon the Building and Ramp. Landlord reserves. and Tenant hereby assigns to Landlord, the sole and exclusive right to contest, protest. petition for review. or otherwise seek a reduction in the Real Estate Taxes. -3- 4822-8132895 ARTICLE 7 - UTILITIES AND SERVICE A. Landlord agrees to furnish water, sewer, heating and cooling, fire and life safety systems, electricity, elevator service, and janitorial service (subject to Section to the Premises and any common areas of the Building during normal business hours. In the event Tenant?s requirements andlor usage of such utilities and services is substantially greater than is customarily supplied to a typical tenant in the Building. Landlord or Tenant may request that the difference in such requirement andror usage be determined and that appropriate adjustments be made in the Minimum Rental provided for in ARTICLE 3 of this Lease Agreement. B. Landlord agrees to furnish heat during the usual heating season and air conditioning to the Premises and the Building during the usual air conditioning season, all during normal business hours as defined in this Lease Agreement. C. No temporary interruption or failure of such services incidental to the making of repairs, alterations or improvements, or due to accidents or strike or conditions or events not under Landlord?s control, shall be deemed as an eviction of Tenant or relieve Tenant from any of Tenant?s obligations hereunder. Notwithstanding the foregoing, if for any reason whatsoever, except due toforce majeure or by any negligent act or omission or intentional misconduct of Tenant and as a result: all or any portion of the Premises shall become untenantable (the ?Untenantable Premises?) for the normal conduct of Tenant?s business for a period of three (3) consecutive days, (ii) Tenant shall vacate the Untenantable Premises and cease doing business therein (provided, however, that the continued presence of Tenant?s security personnel therein for the purposes of preservatiou of Tenant?s property shall not constitute a failure by tenant to vacate the Untenantable Premises), and Tenant shall give notice to Landlord of the facts set forth in clauses and (ii) above, then in such event, the portion of the Rents allocable to the Untenantable Premises shall be fully abated for the period commencing on the day that all the conditions set forth in (ii) and above shall first be satisfied and ending on the date that the Untenantable Premises shall be rendered usable for the normal conduct of Tenant?s business and Landlord shall have given notice thereof (or the date Tenant shall re-occupy the Untenantable Premises for the normal conduct of its business, if earlier). In such event Landlord shall cooperate with all reasonable and necessary procedures taken by Tenant to continue its business operations notwithstanding such interruption of services, such as facilitating the hook?up of temporary generators. In the event such Untenantable Premises condition continues for in excess of 30 days, the parties shall be governed by Article 16 below, the same as if such condition were caused by a casualty. D. For the purposes of this ARTICLE 7, normal business hours shall be deemed to mean the period of time between 8:00 am. and 6:00 Monday through Friday, and specifically excluding Saturdays, Sundays and legal holidays. The utilities and services described in Section 6A will be provided by the Landlord on a continuous, 24 hours per day basis, during any Event Period as provided in Section E. Tenant agrees that it shall pay separately (in addition to Rent) for the various services supplied by Landlord pursuant to the Rate Sheet attached hereto as Exhibit C. Tenant acknowledges (as set forth 1n Exhibit C: that the rates of the Rate Sheet are updated annually, pursuant to the restrictions of Exhibit C. ARTICLE 8 NON-LIABILITY OF LANDLORD Except in accordance with Section 7 above, Landlord shall not be liable for any loss or damage for failure to furnish heat, air conditioning, electricity, elevator service, water, sprinkler system or janitorial service. ARTICLE 9 CARE OF PREMISES A. Tenant agrees: (I) To keep the Premises in substantially as good condition and repair as they Were in at the time Tenant took possession of same, reasonable Wear and tear and damage from ?re and other casualty for which insurance is normally procured excepted; (2) To keep the Premises in. a clean and sanitary condition; (3) Not to commit any nuisance or waste on the Premises, overload the Premises or the electrical, water andz?or plumbing facilities in the Premises or Building, throw foreign substances in plumbing facilities, or wastefully use any of the utilities furnished by Landlord, (4) Not to use the Common Areas of the Building, nor allow its employees, agents and contractors to do so, for storage, construction staging, dumping or abandoning of construction materials or other wastes; (5) To abide by the rules and regulations attached hereto as ExhibitB and as may from time to time be reasonably amended by Landlord upon thirty (30) days prior written notice to Tenant; provided, however, that in the event any rules or regulations conflict with the terms of this Lease, the terms of this Lease shall control; and (6) To obtain Landlord?s prior approval of the interior design of any portion of the Premises visible from the outside of the Building. ?Interior design" as used in the preceding sentence shall include but not be limited to floor and wall coverings, furniture, office design, artwork and color scheme. (7) Tenant shall maintain, repair and replace, if necessary, any and all equipment andror facilities andr?or trade ?xtures which services, or is dedicated, solely or exclusively to the Premises anda?or Tenant and are located in the Premises, whether initially installed by Landlord or Tenant, all at Tenant?s sole cost and expense. -4- 4822-8132-8951? (8) Tenant shall provide cleaning and trash disposal services for the Premises (and for the during the Event Period only) that meet Minneapolis City Police security and background check requirements. B. If Tenant shall fail to keep and preserve the Premises in the state of condition required by the provisions of this ARTICLE 9. Landlord may at its option put or cause the same to be put into the condition and state of repair agreed upon. and in such case Tenant. on thirty (30) days? notice. shall pay the cost thereof. C. Landlord agrees to repair and maintain the Building (excluding, however. those portions of the Premises to be maintained by Tenant as provided in Section A above) and common areas of the Building including the foundation. the structural walls, and the roof of the Building. and all other structural components. and Building-wide systems (including. without limitation. mechanical. electric. life?safety. HVAC, and plumbing systems) consistent with other buildings used for similar purposes as the Building in the Minneapolis and to supply janitorial services for the common areas. ARTICLE l0 NON-PERMITTED USE Tenant agrees to Use the Premises only for the purposes set forth in ARTICLE 2 hereof. Tenant further agrees not to commit or permit any act to be performed on the Premises or any omission to occur which shall be in violation of any statute. regulation or ordinance of any governmental body or which will increase the insurance rates on the Building or which will be in violation of any insurance policy carried on the Building by Landlord. Tenant. at its expense. shall comply with all governmental laws. ordinances. rules and regulations applicable to the use of the Premises and its occupancy and shall comply with all governmental orders. rulings and directives for the correction. prevention and abatement of any violation upon. or in connection with the Premises or Tenant?s use or occupancy of the Premises. including the making of any alterations or improvements to the Premises, all at Tenant?s sole cost and expense. Tenant shall not disturb other occupants of the Building by making any undue or unseemly noise or otherwise and shall not do or permit to be done in or about the Premises anything which will be dan erous to life or limb. Landlord has no knowledge of any Hazardous Substances or violations of Environmental Laws within the Buildingh . Except as provided below. Landlord shall cause the clean-up and mitigate the effect of any Hazardous Substances in violation of Environmental laws which enter the Building or occur after the Lease Commencement Date. Landlord shall indemnify Tenant from liability resulting from any Hazardous Substances in violation of Environmental Laws which enter the Building or occur after the Lease Commencement Date. to the extent Landlord is the ?responsible party? (as determined pursuant to Enviromnental Laws). Tenant coVenants and agrees that it shall not store, proce55. produce or dispose of any ?ammables. explosives. radioactive materials. biphenyls chemicals known to cause cancer or reproductive toxicity. pollutants. contaminants. hazardous waste, toxic substances. petroleum and petroleum products. chloraflora carbons (CFC's) and substances declared to be hazardous or toxic (collectively ?Hazardous Substances") in violation of any present or future federal. state or local environmental law. ordinance or regulation ("Environmental Laws") upon the Premises or any part thereof without first obtaining Landlord?s written consent. which consent may be withheld or denied in Landlord?s sole discretion. provided that Landlord hereby consents to Hazardous Substances in small quantities as are typically used in an office building (such as. toner. cleaning ?uids. eta). Tenant agrees to indemnify and defend and hold Landlord han'nless from and against all ?nes, suits, claims. actions. damages. liabilities. costs and expenses (including reasonable attorneys? fees) asserted against Landlord arising out of and in any way connected with Tenant?s failure to comply With its obligations of this Paragraph or arising from the consented to presence of Hazardous Substances. which indemnification shall survive the expiration or the termination of this Lease Agreement. ARTICLE. II INSPECTION Upon reasonable prior Written notice. Landlord or its employees or agents shall have the right without any diminution of rent or other charges payable hereunder by Tenant to enter the Premises at all reasonable times for the purpose of exhibiting the Premises to prospective purchasers. inspection. cleaning. repairing, testing, altering or improving the same or said Building. but nothing contained in this ARTICLE I 1 shall be construed so as to impose any obligation on Landlord to make any repairs. alterations or improvements. Landlord shall only be entitled to enter the Premises to show the Premises to prospective tenants during the last three (3) months of the Term, upon reasonable prior written notice at reasonable times. ARTICLE l2 ALTERATIONS Tenant will not make any alterations. repairs. additions or improvements in or to the Premises or add. disturb or in any way change any plumbing. wiring. life/safety or mechanical systems, locks. or structural portions of the Building without the prior written consent of Landlord as to the character of the alterations, additions or improvements to be made, the manner of doing the work. and the contractor doing the work. Notwithstanding anything to the contrary in the previous sentence. Tenant may make improvements. additions. installations. decorations and changes to the Premises which do not adversely affect Building systems or structural components in a material manner, the cost of any one of which must not exceed $0,000.00 and all of which in any twelve-month period must not exceed $20,000.00 without Landlord?s prior written consent. Such consent shall not be unreasonably withheld, conditioned or delayed. if such alterations, repairs. additions or improvements are required of Tenant or are the obligation of Tenant pursuant to this Lease Agreement. All such work shall comply with all applicable governmental laws. ordinances, rules and regulations. Tenant agrees to indemnify and hold Landlord free and harmless from any liability. loss.cost. damage or expense (including reasonable attomey?s fees) by reasons of any said alteration. repairs. additions or improvements. ARTICLE 13 SIGNS Tenant agrees that no signs or other advertising materials shall be erected, attached or af?xed to any portion of the interior or exterior of the Premises or the Building without the express prior written consent of Landlord; rovided Landlord a recs not to unreasonabl withhold.condition or delay its consent for Tenant?s name displayed on th . together with Tenant?s logo. Landlord.at its sole cost and expense. shall install 4822-8132-895l\l ARTIC LE 14 - COMMONT AREAS A. ?l'enant agrees that the use of all corridors, passageways. elevators. toilet rooms. parking areas and landscaped area in and around the Building: shall be restricted for 'l?enant to its lnvitees, (ii) shall be subject to the restrictions of Article 2; and shall he further subject to such rules and regulations as may from time to time be made. by Landlord for the safety. comfort and Convenience of the owners. occupants. tenants and invitees ofthc Building. B. In addition to the Premises. 'l'cnant shall have the right of non-exclusive use. in common with others, of loading facilities. freight elevators and other facilities as may be constructed in the Building, all to be subject. to the restrictions of Article 2 and the other terms and conditions of this Lease Agreement and to reasonable rules and regulations for the use thereof as prescribed from time to time by Landlord. C. landlord shall have the right to make changes or revisions in the site plan and in the Building so as to provide additional leasing area. Landlord shall also have the right to construct additional buildings on the land described on Exhibit A-Z for such purposes as Landlord may deem appropriate. Landlord also reserves all airspace rights above. below and to all sides of the Premises. including the right to make changes. alterations or provide additional leasing areas. D. Landlord and Tenant agree that Landlord will not be responsible for any loss, theft or damage to vehicles. or the contents thereof. parked or left in the urkiug areas of the Buildinu and Tenant a tees to so advise its cm Iovecs. visitors or invitees who that use. such arkin areas. ARTICI 15 - ASSIGNMENT AND A. Tenant agrees not to assign. sublet. license. mortgage or encumber this Lease Agreement, the Premises. or any part thereof. whether by voluntary act. operation of law. or otherwise, without the specific prior written Consent of Landlord in each instance. which consent may be withheld or conditiOned within Landlord's sole discretion. Consent by Landlord in one such instance shall not he a waiver of Landlord's rights under this ARTICLE IS as to requiring consent for any subsequent instance. B. Landlord?s right to assign this [.6356 Agreement is and shall remain unqualified upon any sale or transfer of the Building and, providing the purchaser succeeds to the interests of Landlord under this Lease Agreement, Landlord shall thereupon be entirely freed of all obligations of the Landlord hereunder and shall not be subject to any liability resulting from any act or omission 0r event occurring after such conveyance. ARTICLE l6 - LOSS BY CASUALTY A. lt' the Building is substantially damaged or destroyed by ?re or other casualty. Landlord shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to 'I?cnant within 60 days after such damage or destruction. If the Premises or Building is damaged by ire or other casualty. and in the reasonable opiniOn of Landlord: i) the Premises cannot be restored to tenantable condition within a period of ninety (90) days following the commencement of such restoration work. andi'or ii) the cost of performing such restoration work exceeds the proceeds of Landlord's casualty insurance by more than $100,000, then Landlord shall not be required to make any repairs and Landlord shall have the right to terminate this Lease Agreement upon written notice to Tenant within thirty (30) days of the date of such ?re or other casualty, in which event. this Lease Agreement shall terminate as of the date of such notice and Landlord and Tenant shall be released from any and all liability thereafter accruing hereunder. landlord shall notify ?l'enant of its decision to rebuild or not within said thirty (30) day period. Anything herein to the contrary notwithstanding. if the Premises are destroyed or so damaged that they cannot be repaired and made tenantabtc within ninety (90) days following commencement of such restoration work. or so damaged that landlord shall decide not to repair or rebuild, or Landlord decides to repair or rebuild. or Landlord decides to repair or rebuild, but does not restore the Premises to a tcnantable condition within ninety (90) days after commencement of such restoration Work (subject to an extension of up to an additional sixty (60) days due to causes beyond Landlord?s control), or the damage or destruction occurs during the last one (I) year of the Term (or any extension Term) and Tenant has not previously exercised arty option rights for succeeding extension or renewal terms, then. in any of such instances. 'l?enant may terminate this Lease Agreement by giving notice to Landlord within thirty (30) days after Tenant?s receipt of Landlord's notice or the expiration of said ninety (90) day period (as extended due to causes beyond Landlord's control, as set forth above but in no event more than 10 days) as applicable. in which event this Lease Agreement shall terminate as of the date of such notice and Landlord and Tenant shall be released from any and all liability thereafter accruing hereunder. If this Lease Agreement has not been terminated by either Landlord or Tenant, then the rents due hereunder shall abate during such period of time as the Premises are untenantable, in the proportion that the untenantable portion of the Premises bears to entire Premises. B. If the Premises are to be repaired under this Article 16, Landlord shall repair any injury or damage to the Building itself and the Premises in substantially the condition the Premises were in at the execution of this Lease Agreement. speci?cally excluding any leasehold improvements constructed by Tenant, which shall be restored to the extent Tenant deems necessary, at Tenant?s sole cost and expense. Tenant shall, at its own cost and expense, remove all of its furniture and other personal property from the Premises as Landlord shall reasonably require in connection with its repair and restoration of the Premises under this Article 16. ARTICLE 17 - WAIVER OF SUBROGATION Landlord and Tenant release each other from any liability for loss or damage by fire or other casualty coverable by a standard form of property insurance policy, whether or not the loss or damage resulted from the negligence of the other, its agents or employees. Each party will obtain policies of insurance providing that this release will not adversely affect the rights of the insureds under the policies. The releases in this section will be effective whether or not the loss was actually covered by insurance. The Tenant may satisfy the requirements contained in this Article 16 through its program of self?insurance as authorized by Minnesota Statutes, Section 471.981. ARTICLE 18 EMINENT DOMAIN If the entire Building is taken by eminent domain, this [?ase Agreement shall automatically terminate as of the date of taking. If a portion of the Building is taken by eminent domain, Landlord shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to the Tenant within ninety (90) days after the date of taking. If a portion of the Premises is taken by eminent domain and this Lease Agreement is not terminated by Landlord, Tenant shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to Landlord within ninety (90) days of the date of taking. if neither Landlord nor Tenant terminates, then Landlord shall. at its expense, restore the Premises to as near the condition which existed immediately prior to the date of taking as reasonably possible, and the rentals shall abate during such period of time as the Premises are untenantable, in the proportion that the untenantable portion of the Premises bears to the entire Premises. All damages awarded for such taking under the power of eminent domain shall belong to and be the sole property of Landlord, irrespective of the basis upon which they are awarded. provided, however, that nothing contained herein shall prevent Tenant from making a separate claim to the condemning authority for its moving expenses and trade fixtures. For purposes of this Article, a taking by eminent domain shall include Landlord?s giving of a deed under threat of condemnation. and shall be deemed to occur 0n the earlier of the date fee simple title has vested or possession has been obtained by the taking authority. ARTICLE 19 SURRENDER On the last day of the Term of this Lease Agreement or on the sooner termination thereof in accordance with the terms hereof, Tenant shall peaceably surrender the Premises in good condition and repair COnsistent with Tenant?s duty to make repairs as provided in ARTICLE 9 hereof. On or before said last day, Tenant shall at its expense remove all of its equipment from the Premises, repairing any damage caused thereby, and any property not removed shall be deemed abandoned. All alterations, additions and fixtures other than Tenant?s trade fixtures, which have been made or installed by either Landlord or Tenant upon the Premises shall remain as Landlord?s property and shall be surrendered with the Premises as a part thereof. or shall be removed by Tenant, at the option of Tenant, in which event Tenant shall at its expense repair any damage caused thereby. It is specifically agreed that any and all telephonic, coaxial, ethernet, or other computer, word-processing, facsimile, or electronic wiring installed by Tenant within the Premises (hereafter ?Wiring?) shall be removed at Tenant?s cost at the expiration of the Term, unless Landlord has specifically requested in writing that said Wiring shall remain at the time of consent thereto, whereupon said Wiring shall be surrendered with the Premises as Landlord?s property- Tenant shall surrender all keys for the Premises to Landlord at the place then fixed for payment of rental and shall inform Landlord of combinations on any locks and safes 0n the Premises. ARTICLE 20 NON-PAYMENT 0F RENT, DEFAULTS If any one or more of the following occurs: (1) a rent payment or any other payment due from Tenant to Landlord shall be and remain unpaid in whole or in part for more than twenty (20) days after the same is due and payable; (2) Tenant shall violate or default on any of the other covenants, agreements, stipulations or conditions herein, or in any parking agreement(s) between Landlord and Tenant relating to the Premises, and such violation or default shall continue for a period of thirty (30) days after written notice from Landlord of such violation or default or if such violation or default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to commence the cure of such default or violation within thirty (30) days after receipt of notice thereof andl'or fail to prosecute a cure to completion with due diligence; or (3) if Tenant shall commence or have commenced against Tenant proceedings under a bankruptcy, receivership, insolvency or similar type of action and the same is not dismissed within 60 days of such commencement; then in either of (I), (2) or (3) it shall be optional for Landlord, without further notice or demand, to cure such default or to declare this Lease Agreement forfeited and the said Term ended, or to terminate only Tenant?s right to possession of the Premises, and to re-enter the Premises; with process of law, using such force as may be reasonably necessary to remove all persons or chattels therefrom, and Landlord shall not be liable for damages by reason of such re-entry or forfeiture; but notwithstanding re-entry by Landlord or termination only of Tenant?s right to possession of the Premises, the liability of Tenant for the rent and all other sums provided herein shall not be relinquished or extinguished for the balance of the Term of this Lease Agreement and Landlord shall be entitled to periodically sue Tenant for all sums due under this Lease Agreement or which become due prior tojudgment, but such suit shall not bar subsequent suits for any further sums coming due thereafter. Tenant shall be responsible for, in addition to the rentals and other sums agreed to be paid hereunder, the cost of any necessary maintenance, repair, restoration, reletting (including related cost of removal or modification of tenant improvements) or cure as well as reasonable attorney?s fees incurred or awarded in any suit or action instituted by Landlord to enforce the provisions of this Lease Agreement, regain possession of the Premises, or the collection of the rentals due Landlord hereunder. Tenant agrees to pay interest at the rate of 8% per annum, on all rentals and other sums due -7- 4822-8132?8951? Landlord hereunder not paid within thirty-five (35) days from the date same become due and payable. Each right or remedy of Landlord provided for in this Lease Agreement shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease Agreement now or hereafter existing at law or in equity or by statute or otherwise. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE WHETHER OR NOT SUCH LOSS OR DAMAGE IS CAUSED BY THE FAULT OR NEGLIGENCE OF SUCH PARTY, ITS EMPLOYEES, OR AGENTS. ARTICLE 2] DEFAULT If Tenant provides written notice to Landlord of an event or circumstance which under this Lease Agreement requires the action of Landlord, and Landlord fails to provide such action within thirty (30) days after the receipt of such written notice (except in the event of an emergency such period of time shall be shortened as reasonably required by the nature of the emergency and except if such action shall reasonably require longer than thirty (30) days to accomplish, then Landlord shall be entitled to such additional reasonable time to accomplish such action provided Landlord commences such action within thirty (30) days after receipt of notice thereof and continues such action to completion with due diligence); then, in addition to any all rights, powers or remedies permitted by law or in equity, Tenant may proceed to take the required action upon delivery of an additional five (5) days (except in cases of an emergency) written notice to Landlord specifying that Tenant is taking such required action. In cases of any emergency, if Landlord fails to act or commence action in a manner consistent with the management of other similar buildings within a time reasonable in light of the emergency, then Tenant may take such required action upon orally notifying Landlord or its managing agent, specifying the action Tenant is undertaking. For any action taken by Tenant as permitted above, Tenant shall be entitled to prompt reimbursement by Landlord for Tenant's reasonable costs and expenses in taking such action. In the event Tenant takes such action, and such work will affect the Building's lifefsafety systems. heating, ventilation and air conditioning systems, electrical or plumbing systems, Tenant shall use reasonable efforts to utilize only those contractors used or approved by Landlord in the Building for work on such systems (any contractor not rejected by Landlord within three (3) business days of Tenant's request for approval shall be deemed approved by Landlord). Further, if Landlord does not deliver a written objection to Tenant within fifteen (15) days after receipt of an invoice by Tenant for its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularlzed breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Minimum and Additional Rents payable to Landlord under this Lease the amount set forth in such invoice. If however, Landlord delivers to Tenant within fifteen (15) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord's reasons for its claim that such action was not to have been taken by Landlord pursuant to the terms of this Lease, then Tenant shall not be entitled to such deduction fromrental but as Tenant?s sole remedy, Tenant may proceed by legal action to claim a default by Landlord ("Landlord Default") or, if elected by both Landlord and Tenant, the matter shall prOCeed to resolution of the claimed Landlord Default by the selection of an arbitrator to resolve the dispute. In either event Tenant's remedy for any Landlord Default shall be limited to its cost of taking the action which Tenant claims should have been taken by Landlord and as evidenced by the invoice submitted to Landlord as set forth above, including any reasonable attorneys? fees. In the event there exists a mortgagee holding a first lien against the Building Tenant shall give all notices as required by this Article to such Mortgagee and said Mortgagee shall have the same opportunity (but not the obligation) to cure any Landlord Default as is provided Landlord or to make any objections to Tenant?s claims as is afforded Landlord: provided the name and address for such Mortgagee has been provided to Tenant. Landlord shall provide, and use commercially reasonable efforts to obtain, Mortgagee?s form of subordination, non-disturbance and attornment to be executed in a form acceptable to Tenant and Mortgagee. ARTICLE 22 HOLDING OVER Tenant will, at the expiration of this Lease Agreement, whether by lapse of time or termination, give up immediate possession to Landlord. If Tenant fails to give up possession the Landlord may, at its option, serve written notice upon Tenant that such holdover constitutes any one of creation of a month-to-month tenancy, or (ii) creation of a tenancy at sufferance. If Landlord does not give said notice, Tenant?s holdover shall create a tenancy at sufferance. In any such event the tenancy shall be upon the terms and conditions of this Lease Agreement, except that the Minimum Rental shall be 125% of the Minimum Rental Tenant was obligated to pay Landlord under this Lease Agreement immediately prior to termination (in the case of tenancy at sufferance such Minimum Rental shall be prorated on the basis of a 365 day year for each day Tenant remains in possession); excepting further that in the case of a tenancy at sufferance, no notices shall be required prior to commencement of any legal action to gain repossession of the Premises, as Landlord?s sole remedy in connection with any holdover. The provisions of this paragraph shall not constitute a waiver by Landlord of any right of re-entry as otherwise available to Landlord; nor shall receipt of any rent or any other act in apparent af?rmance of the tenancy operate as a waiver of the right to terminate this Lease Agreement for a breach by Tenant hereof. ARTICLE 23 SUBORDINATION Tenant agrees that this Lease Agreement shall be subordinate to any mortgage(s) that may now or hereafter be placed upon the Building or any part thereof, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, and extensions thereof, provided the mortgagee named in such mortgage(s) shall agree to recognize this Lease Agreement or Tenant in the event of foreclosure provided the Tenant is not in default. In con?rmation of such subordination, Tenant shall Within twenty (20) days of request therefor execute and deliver any commercially reasonable instrument, in recordable form, as required by Landlord?s mortgagee; provided, however, that such agreement must provide that Tenant?s interest in the Premises under this Lease Agreement shall not be disturbed by such party in the event such party becomes landlord under this Lease Agreement. In the event of any mortgagee electing to have the Lease Agreement a prior encumbrance to its mortgage, then and in such event upon such mortgagee notifying Tenant to that effect, this Lease Agreement shall be deemed prior in encumbrance to the said mortgage, whether this Lease Agreement is dated prior to or subsequent to the date of said mortgage. 4822-8132-895l\l I ARTICLE 24 - INDEMNITY, INSURANCE AND SECURITY A. Subject to Section 17, Tenant further covenants and agrees to indemnify and hold Landlord and Landlord?s manager of the Building harmless from any third party claim. loss or damage, including reasonable attorney?s fees. suffered by Landlord. Landlord?s manager or Landlord?s other tenants caused by: i) any negligent act or omission by Tenant. Tenant?s employees or anyone claiming through or by Tenant in. at. or around the Premises or the Building: ii) the conduct or management of any work or thing whatsoever done by Tenant in or about the Premises; or Tenant?s failure to comply with any and all governmental laws, rules, ordinances or regulations applicable to the use of the Premises and its occupancy. The liability of Tenant under the indemnity of this Section shalt not exceed the greater of the statutory limits of Minn Stat or 81.000.000. B. Tenant shall be responsible for the security and safeguarding of the Premises and all property kept. stored or maintained in the Premises. Landlord will make available to Tenant, at Tenant?s request, the plans and specifications for construction of the Building and the Premises. Tenant further represents that it is satis?ed with the security of said Building and Premises for the protection of any property which may be owned. held, stored or otherwise caused or permitted by 'l'enant to be present upon the Premises. The placement and suf?ciency of all safes, vaults, cash or security drawers. cabinets or the like placed upOn the Premises by Tenant shall be at the sole responsibility and risk of Tenant. Tenant shall maintain in force throughout the Term. insurance upon all contents of the Premises. subject to a commercially reasonable deductible. including that owned by others and Tenant?s equipment and any alterations. additions. fixtures. or improvements in the Premises acknowledged by Landlord to be Tenant?s. (7. Landlord shall carry and cause to be in full force and affect a ?re and extended coverage insurance policy on the Building. but not contents owned, leased or otherwise in possession of Tenant. Landlord will keep in force at its own expense for so long as this Lease Agreement remains in effect commercial general liability insurance with respect to the Premises in which Tenant shall be named as an additional insured with a minimum combined limit of liability of Two Million Dollars Subject to Section 17. Landlord further covenants and agrees to indemnify and hold Tenant harmless from any third party claim. loss or damage, including reasonable attorney?s fees. suffered by Tenant caused by: i) any act or omission by Landlord, Landlord?s employees or anyone claiming through or by Landlord in. at, or around the Premises or the Building; ii) the conduct or management of any work or thing whatsoever dene by Landlord in or about the- Premises; or LandIOrd's failure to comply with any and all governmental laws, rules, ordinances or regulations applicable to the use of the Premises and its occupancy. D. Tenant reserves the right to im lement additional security measures deemed necessary. in its sole discretion. to protect the Building, ?nd the occupants of those facilities. Said security measures will accommodate the entry of Credentialed invitees and key employees of the Building?s tenants. landlord must a wow all additional security measures. Durin the ?Event Period" (as defined in Article 1) said additional security shall includ ARTICLE 25 - NOTICES All notices from Tenant to Landlord required or permitted by any provisions of this Lease Agreement shall be directed to landlord postage prepaid. certi?ed or registered mail, at the address provided for Landlord in the preamble to this Lease Agreement or at such other address as Tenant shall be advised to use by landlord. Tenant may also hand-deliver notices to Landlord during any Event Period. All notices from Landlord to Tenant required or permitted by any provision of this Lease Agreement shall be directed to 'l?enant. postage prepaid, certi?ed or registered mail. at the Premises and with a copy sent to: City of Minneapolis Attn: Property Services 330 South Fifth St, Room 223 Minneapolis, MN 554l5 Landlord may also handudetiver notices to 'l?enant during any iivcnt Period. Landlord and Tenant shall each have the right at any time and from time to time to designate one (I) additional party to whom copies of any notice shall be sent. ARTICLE 26 APPLICABLE LAW 'l'his Lease Agreement shalt be construed under the laws of the State of Minnesota. ARTICLE '27 LIEN In the event any mechanic?s lien shall at any time be ?led against the Premises or any part of the Building by reason of work. labor, services or materials performed or furnished to Tenant or to anyone holding the Premises through or under Tenant, Tenant shall forthwith cause the some to be discharged of record. If Tenant shall fail to cause such lien forthwith to be discharged within sixty (60) days after being noti?ed of the ?ling thereof, then, in addition to any other right or remedy of Landlord, landlord may. but shall not be obligated to, discharge the same by paying the amount claimed to be due, or by bonding. and the amount 30' paid by Landlord and all costs and expenses, including reasonable attorney's fees incurred by Landlord in procuring the discharge of such lien. shall be due and payable in full by Tenant to Landlord on demand. -9- 4822-8132-895l?il ARTICLE 28 WAIVER OF SECURITY INTEREST Landlord expressly waives any statutory or common law security interest or landlord?s lien it may have in any personal property owned by Tenant in the Premises. ARTICLE 29 BROKERAGE Each of the parties represents and warrants that there are no claims for brokerage commissions or ?nder?s fees in connection with this Lease Agreement, and agrees to indemnify the other against, and hold it harmless from all liabilities arising from any such claim, including without limitation, the cost of attorney?s fees in connection therewith. ARTICLE 30 NO SUBSTITUTION Landlord may not relocate or substitute the Premises during the Term of this Lease. ARTICLE 31 ESTOPPEL CERTIFICATES Each party hereto agrees that at any time, and from time to time during the Term of this Lease Agreement (but not more often than twice in each calendar year), within twenty (20) days after request by the other party hereto, it will execute, acknowledge and deliver to such other party or to any prospective purchaser, assignee or mortgagee designated by such other party, an estoppel certi?cate in a form reasonably acceptable to Landlord. ARTICLE 32 GENERAL This Lease Agreement does not create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, the sole relationship between Landlord and Tenant being that of landlord and tenant. No waiver of any default of Tenant hereunder shall be implied from any omission by Landlord to take any action on account of such default if such default persists or is repeated. and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. Except to the extent expressly set forth in this Lease Agreement, the covenants of Tenant to pay the Minimum Rental and the Additional Rental are each independent of any other covenant, condition, or provision contained in this Lease Agreement. The marginal or topical headings of the several Articles, paragraphs and clauses are for convenience only and do not define, limit or construe the contents of such Articles, paragraphs or clauses. All preliminary negotiations are merged into and incorporated in this Lease Agreement. This Lease Agreement can only be modified or amended by an agreement in writing signed by the parties hereto. All provisions hereof shall be binding upon the heirs, successors and assigns of each party hereto. If any term or provision of this Lease Agreement shall to any extent be held invalid or unenforceable, the remainder shall not be affected thereby,and each other term and provision of this Lease Agreement shall be valid and be enforced to the fullest extent permitted by law. No receipt or acceptance by Landlord from Tenant of less than the rent herein stipulated shall be deemed to be other than a partial payment on account for any dua and unpaid stipulated rent; no endorsement or statement of any check or any letter or other writing accompanying any check or payment of rent to Landlord shall be deemed an accord and satisfaction, and Landlord may accept andnegotiate such check or payment without prejudice to Landlord?s rights to recover the remaining balance of such unpaid rent or (ii) pursue any other remedy provided in this Lease Agreement. (Neither party shall record this Lease Agreement or any memorandum thereof, and any such recordation shall be a breach of this Lease Agreement void, and without effect.) Time is of the essence with respect to the due performance of the terms, covenants and conditions herein contained. Submission of this instrument for examination does not constitute a reservation of or option for the Premises, and this Lease Agreement shall become effective only upon execution and delivery thereof by Landlord and Tenant. ARTICLE 33 EXCULPATION Tenant agrees to look solely to Landlord?s interest in the Building for the recovery of any judgment from Landlord, it being agreed that Landlord and Landlord?s partners, whether general or limited (if Landlord is a partnership) or its directors, officers or shareholders (if Landlord is a corporation), shall never be personally liable for any such judgment. ARTICLE 34 SECURITY DEPOSIT Intentionally Deleted. ARTICLE 35 QUIET ENJOYMENT Landlord covenants that Tenant, upon paying the rental and other charges due hereunder and performing all of Tenant?s obligations under this Lease Agreement, shall peacefully and quietly hold, occupy and enjoy Premises throughout the Term and any extension hereof, without molestation or hindrance by any person holding, under or through Landlord, subject, however, to the provisions of this Lease Agreement and to any mortgages referred to in Article 23 hereof. Any diminution or shutting off of light, air or view by any structure which may be erected onlands adjacent to the Building shall in no way affect this Lease Agreement or impose any liability on Landlord. ARTICLE 36 ATTORNEYS FEES If any suit or action arising out of or related to this Lease Agreement is brought by any party, each party or parties shall be responsible for their own respective costs and fees including without limitation reasonable attorneys? fees, the fees and costs of experts and consultants, copying, courier and telecommunication costs, and deposition costs and all other costs of discovery incurred by such party or parties in such suit or action, including without limitation any post-trial or appellate proceeding, or in the collection or enforcement of any judgment or award entered or made in such suit or action. ARTICLE 37 MEETING SPACE 10 4822-8132-895l\1 Tenant is not allowed to have any meetings inside the Building, other than in its Premises. IN WITNESS this LBIEC Agreement has bean duly executed by the parties hereto as of the day and year indicated ubova. ITS momm? I3Y l'l'S DATE: 2016 Approved am to form: Assistant. City Alto Address for Notices: City of Minneapolis Aim: Properly Services 350 South Fifth St. Room 223 Minneapolis. MN 55415 And to; Attachments: A-l Spacc Plan A-Z Legal Description A- 3 Site Plan Rules and Regulations Rate. Sheet l) Parking 4822-8l32-895Nl DATE: EXHIBIT A-Z LEGAL Exhibit A-Z - 1 - 4822-8132?8951?xl Exhibit - 2 - 4822-8132-8951? EXHIBIT A-J Exhibit - 48228132895?! I Exhibit - I - 4833 XO?l?tl?: Exhibit - 2 - RATEQHLET . 13.0.3. SERXICES For iyvhouSe tenants only, sggiect to space availability; 9]:an onJg' guyyignh far. FIBER ACCESS Outside access (2?/3??conduit) 2,000/3,000 per mo. Extra ?bers in the same condom are free. Inter?connectivity {l"i2"conduit) 3 150/250 per mo. HACK-UP POWER I l' Roof/ Outside space I 4131' per month (for Condemns, Transformers. Generators, etc.) CIHLLEI) WATER SERVICE: 15 l76/tom'mo. (up to 05 ton peak connected load) Start up cost $250lton 156/tom'mo. (up to 10 ton peak connected load) 5 l46/tou/mo. (up to 50 [on peak connected load) 5 136/tonlmo. (up to 100 ton peak connected load) 126/tonlmo. (up to 200 ton peak connected load) 8 ll?/toI/mo. (up to 400 ton peak connected load) 5 lilo/ton/mo. over 4091M peak connected load) (Note: 1. Peak connected load is soul of name plate sizes of Liobert units working simultaneously. 2. Chilled Water ?ow 1.6 -2.0 gym/ton (min. 12-15 degrees delta T. ELECTRICAL lm-?oiced as per sub-meter installed by tenant. MAINTENANCE Chief Engineer $95/hour; Engineer $75/hour; Cleaning 8 450mm? Rates are for service duri normal business hours Tenant shall provide work request PLANS for landlord?s Written apprOan before Starting work. All work shall be performed by an authorized contractor. Proof of WC and Insurance is required. For Parking charges, starting pa rtlal month is prorated, last month Is not, Sales Tax applies. Tenant: . . Authorized Person: . ..Tel: Today?s date: . Exhibit - 48'2". 813'}. XVSIUI TD I?l (I By By Its [rs Ilarc . . . . Dale Exhibit - - 48'31?182328951?xll