Loading...
HomeMy WebLinkAbout2008-011 EDARits adoption: Commissioner Kay Lasman introduced the following resolution and moved EDA RESOLUTION NO. 2008 -11 RESOLUTION APPROVING LEASE AGREEMENT WITH INNOVATIVE PRESENTATIONS INC. FOR THE FOREMAN'S HOUSE, CARRIAGE HOUSE AND GAZEBO AT THE EARLE BROWN HERITAGE CENTER, AND AUTHORIZING THE EDA EXECUTIVE DIRECTOR TO EXECUTE SAID AGREEMENT WHEREAS, Innovative Presentations Inc. has agreed to lease the Foreman's House, Carriage House, and Gazebo at the Earle Brown Heritage Center; and premises; and WHEREAS, staff recognizes the benefits of having an audio /visual vendor on WHEREAS, staff has prepared a lease agreement with Innovative Presentations Inc. for tenant space in the Foreman's House, Carriage House, and Gazebo of the Earle Brown Heritage Center. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota that: 1. The attached lease agreement with Innovative Presentations Inc. for tenant space at the Earle Brown Heritage Center is hereby approved. 2. The EDA Executive Director is hereby authorized to execute the agreement. November 10, 2008 Date President The motion for the adoption of the foregoing resolution was duly seconded by commissioner Dan Ryan and upon vote being taken thereon, the following voted in favor thereof: Tim Willson, Kay Lasman, Dan Ryan, and Mark Yelich; and the following voted against the same: Mary 0' Connor whereupon said resolution was declared duly passed and adopted. 1 EDA RESOLUTION NO. 2008 -11 THIS INDENTURE (the "Lease made and entered into on this day of 2008, by and between Economic Development Authority of the City of Brooklyn Center, a public body corporate and politic under Minnesota law, whose address is c/o General Manager, Earle Brown Heritage Center, 6155 Earle Brown Drive, Brooklyn Center, MN 55430 (referred to as "Landlord and Innovative Presentations Inc., a corporation under Minnesota law, whose address is 6235 Earle Brown Drive, Suite 200, Brooklyn Center, MN 55430 (hereinafter referred to as "Tenant 1.1 LANDLORD: 1.2 TENANT: 1.3 DEMISED PREMISES: 1.4 ORIGINAL "TERM: 1.5 TERM COMMENCEMENT DA'Z'E: 1.6 RENT COMMENCEMENT DATE: 1.7 RENEWAL TERMS: 1.8 BASE RENT: 328356v5 CAH BR305 -2 LEASE WITNESSETH: ARTICLE I BASIC LEASE PROVISIONS Brooklyn Center Economic Development Authority 6155 Earle Brown Drive Brooklyn Center, MN 55430 Innovative Presentations Inc. 6235 Earle Brown Drive, Suite 200 Brooklyn Center, MN 55430 6150 Summit Drive North, Suite 100, Brooklyn Center, MN 55430, more specifically identified on Exhibit A attached hereto, consisting of 1,511 square feet and located within the complex known as the Earle Brown Heritage Center "Center Three (3) years. December 15, 2008 December 31, 2008 One renewal of three years, as more specifically set forth at Section 2.3 of this Lease. Twenty five thousand six hundred eighty seven ($25,687.00 per annum), payable in monthly installments of two thousand one hundred forty ($2,140.00) on or before the first day of each month, subject to adjustment as set forth in Article 3 below. EDA RESOLUTION NO. 2008 -11 ARTICLE II GRANT; TERM AND EXTENSION OPTIONS 2.1 DEMISED PREMISES; COMMON AREAS. In consideration of the rents, covenants and agreements herein reserved and contained on the part of Tenant to be performed, Landlord does hereby lease to Tenant the office space designated as Suite 100, consisting of 1,511 square feet and located on the parcel of land at 6150 Summit Drive North, Suite 100, Brooklyn Center, Minnesota, County of Hennepin, State of Minnesota legally described on Exhibit A attached hereto (hereinafter referred to as the "Demised Premises As part of the lease of the Demised Premises, Landlord hereby leases to Tenant all fixtures and equipment located in or on the Demised Premises. Throughout the term of this Lease, Tenant shall have: (a) the exclusive right to use the leasehold improvements in the Demised Premises; and (b) the non exclusive right to use the parking lot located south of the Demised Premises and sidewalks between the Demised Premises and parking lot, in common with Landlord and other tenants of the Center and their respective agents, employees, and invitees. Tenant's non exclusive use of the sidewalks and parking lot shall be subject to such reasonable limitations as Landlord may from time to time impose, as long as such limitations do not interfere in any material respect with Tenant's rights to obtain access to the Demised Premises. 2.2 TERM COMMENCEMENT. The term of this Lease shall commence upon December 15, 2008 and the lease shall expire on December 31, 2011, subject to renewal as provided in section 2.3 below (the "Term Expiration Date unless sooner terminated as provided in this Lease. 2.3. AUTOMATIC RENEWAL. This Term of this Lease shall be automatically extended for an additional three year period (the "Extended Term unless, at least 120 days prior to the Term Expiration Date, the Tenant provides Landlord with written notice of Tenant's intention not to renew. From and after commencement of the Extended Term, all of the other terms, covenants and conditions of the Lease shall apply, and references to the Term shall be deemed to include the Extended Term. 2.4. TERMINATION BY NOTICE. Either party may terminate this Lease by giving written notice to the other party at least 120 days in advance of the date of termination. ARTICLE III RENT 3.1 RENT COMMENCEMENT. Tenant's obligation to pay rent will commence on Rent Commencement Date. 3.2. RENT. Following the Rent Commencement and during the term hereof Tenant agrees to pay to Landlord at Earle Brown Heritage Center, 6155 Earle Brown Drive, Brooklyn Center, Minnesota 55430 or at such other place as the Landlord may from time to time designate in writing, "base rent" for the Demised Premises as set forth at Section 1.8 above. Such payments shall be made in advance on the first of each month, without deduction or set -off. Rent for any partial month shall be pro rated. 3.3 ADJUSTMENTS TO RENT. [intentionally omitted] 328356v5 CAH BR305 -2 2 1 1 1 1 EDA RESOLUTION NO. 2008 -11 3.4 ADDITIONAL RENT. Any other charges to be paid by the Tenant pursuant to the provisions of any other sections of this Lease shall be designated as "additional rent For convenience, Tenant may include payment for such charges and the "base rent" in one monthly check, provided all "additional rent" items are shown separately from "base rent" thereon. Such "additional rent" shall not for any reason be considered as "base rent" as hereinabove defined. Failure of Tenant to pay "additional rent" shall give Landlord the right to declare an event of default. 3.5 RENT DELINQUENCIES. Should the Tenant, for any reason whatsoever, fail to pay, when the same is due and payable, any "base rent" and/or "additional rent" and should said rent not be paid within ten (10) days of due date, Tenant shall pay a late penalty equal to five percent (5 of total rents due. In addition, all unpaid rents shall bear interest from the date due to the date of payment at the rate of two percent (2 per annum in excess of the prime rate as quoted by US Bank, N.A. to its best customers, or the highest rate permitted by law, whichever is less. 3.6 NET -NET LEASE. This is a net -net lease; "base rent" shall be net of all costs and expenses of owning and operating the Demised Premises, including maintenance and insurance, except as provided at Sections 7.1 and 10.2 of this Lease. Tenant shall have no right of set -off or reduction with respect to any rent or payment due under this Lease except as provided in this Lease. Base rent, additional rent, and any other monetary obligation of Tenant herein are sometimes called "rent" in this Lease. ARTICLE IV CONSTRUCTION AND ACCEPTANCE OF DEMISED PREMISES 4.1 Landlord shall proceed with due diligence to construct improvements upon the Demised Premises in compliance with the "Description of Landlord's Work" in Exhibit A attached hereto (hereinafter, the "Landlord's Work and tender the Demised Premises to Tenant. The Premises shall be deemed to be ready for occupancy when Landlord certifies in writing to Tenant that Landlord has substantially completed Landlord's Work. Landlord shall deliver the Premises ready for occupancy to Tenant on or before December 15, 2008. Landlord shall deliver scale drawings of the Demised Premises within fifteen (15) days after Landlord certifies the Demised Premises ready for occupancy. 4.2 NO WARRANTY OF CONDITION OF PREMISES. Landlord makes no warranties or representations of any kind in connection with the quality or condition of the Demised Premises, and Tenant shall rely solely upon any prior inspections Tenant may have made in connection with the transaction contemplated by this Lease. Tenant acknowledges for Tenant and its successors, heirs and assignees, (A) that Tenant will be given a reasonable opportunity to inspect and investigate the Demised Premises, all improvements thereon and all aspects relating thereto, either independently or through agents and experts of Tenant's choosing, and (B) that Tenant is leasing the Demised Premises based upon Tenant's own investigation and inspection thereof following the completion of Landlord's Work and subject to Tenant's reasonable punch list. Landlord and Tenant agree that (except as otherwise specifically provided herein) the Demised Premises is leased and that Tenant accepts possession of the Demised 328356v5 CAH BR305 -2 EDA RESOLUTION NO. 2008 -11 Premises as of the Term Commencement Date "As Is, Where Is, With All Faults" with no right of set -off or reduction in rent subject to the provisions of this Lease. ARTICLE V TAXES AND SPECIAL ASSESSMENTS 5.1 TAXES AND SPECIAL ASSESSMENTS. Provided that Tenant shall timely make all payments of rent required hereunder, Landlord shall pay before delinquent all real estate taxes and installments of special assessments with respect to the Demised Premises due and payable during the term of this Lease. 5.2 PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges that are levied and assessed against Tenant' s personal property installed or located in or on the Demised Premises and that become payable during the term of this Lease. ARTICLE VI USE OF PREMISES 6.1 TENANT'S USE. During the term of this Lease, the Demised Premises shall be used solely for the purpose of an architectural office. 6.2 COMPLIANCE WITH LAWS AND REGULATIONS. (a) Tenant covenants and agrees that at all times during the term hereof it will maintain and conduct its business insofar as the same relates to the occupancy of the Demised Premises in such a manner and under such regulations that are in strict compliance with any and all applicable governmental and/or quasi- governmental laws, rules, regulations and orders, as well as any and all applicable provisions of insurance underwriters at the Demised Premises Tenant shall indemnify Landlord, Landlord's insurer, and the property of Landlord against any and all claims or losses or actions or causes of action resulting from Tenant's failure to comply with said laws, rules, regulations and orders and underwriting provisions. (b) Tenant hereby agrees to maintain the premises and operate its business in accordance with the ADA (the Americans With Disabilities Act (ADA), codified at 42 U.S. SS 12101 et seq.) Failure to do so shall operate as an event of default and a breach of the Lease. Among other requirements that may apply to the Demised Premises, Title III of the ADA requires owners and tenants of "public accommodations" to remove barriers in order to allow access by disabled persons and to provide auxiliary aids and services for hearing, vision or speech impaired persons. Detailed regulations can be found at 28 D.R.F. Part 36 6.3 AFFIRMATIVE COVENANTS OF 'TENANT. Without in any way limiting or restricting other covenants of Tenant elsewhere in this Lease contained, the Tenant affirmatively covenants and agrees as follows: 328356v5 CAH BR305 -2 1 1 1 1 1 EDA RESOLUTION NO. 2008 -11 (a) Tenant shall neither permit or suffer and conduct, noise, odor or other nuisance in, on or about said Demised Premises to annoy or disturb any persons occupying adjacent premises or common areas; (b) Tenant shall keep the Demised Premises, including all service and/or loading areas for the Demised Premises, free from all litter, dirt and obstructions; (c) Tenant shall arrange for and accept deliveries only at such times, in the areas, and through the entrances designated for such purpose by Landlord; (d) Tenant shall keep said Demised Premises clean and in the sanitary condition required by ordinance and regulations of any governmental or quasi governmental unit having jurisdiction; (e) Tenant shall neither permit nor suffer the Demised Premises, or the walls, ceilings or floors thereof to be endangered by overloading; (f) Tenant shall not use or permit the Demised Premises to be used for any purpose or purposes other than that set forth in Section 6.1 hereof; (g) 7.1 LANDLORD'S MAINTENANCE AND REPAIR OBLIGATIONS. Subject to Article 11, Landlord shall operate, maintain and make all necessary repairs and replacements to: (a) the structural portions of the Building, (b) the exterior walls of the Building, including glass and glazing, (c) the roof, (d) exterior windows, (e) mechanical, electrical, plumbing, life safety, heating, venting, air conditioning and other building systems, (f) sidewalks, parking areas and landscaped areas adjacent to the Demised Premises; and (g) damage (other than casualty damage) caused by the negligence or willful misconduct of Landlord or its agents, employees or contractors, in each case, throughout the Term. The repair and replacement obligations of Landlord following damage to or destruction of the Demised Premises as a result of condemnation or casualty are governed by Article 11, not by this Section 7.1. 7.2 TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS. Subject to: (a) reasonable wear and tear (but only to an extent consistent with the Demised Premises remaining in good condition and repair); (b) casualty damage for which it is not the responsibility of Tenant to perform restoration or repair in accordance with this Lease; (c) damage (other than casualty damage) caused by the negligence or deliberate misconduct of Landlord or Landlord's agents, employees or contractors; (d) damage that is covered by the property and casualty insurance policy or policies on the Demised Premises required to be maintained by Landlord under this Lease (or would be covered if Landlord were maintaining such insurance) (to the extent actually covered, taking into account the deductibles, policy limits and exclusions of such insurance policies); (e) damage that is Landlord's obligation under this Lease to remedy or that results from Landlord's failure to fulfill such obligations; and, (f) damage to the interior of the Demised 328356v5 CAH BR305 -2 Tenant will control its patrons to prevent drunken, unruly or obnoxious behavior. ARTICLE VII MAINTENANCE AND REPAIRS EDA RESOLUTION NO. 2008 -11 Premises resulting from causes outside the Demised Premises other than Tenant's acts or omissions; Tenant shall maintain, and make non structural repairs to, the Demised Premises and keep the same in good condition and repair. Subject to the preceding sentence, Tenant' s obligation shall include the obligation to maintain and repair all nonstructural walls; floor coverings; ceilings; partitions, and all other fixtures, appliances and facilities furnished by Landlord or Tenant within the Demised Premises, and shall also include the obligation to repair all damage caused by the negligence or deliberate misconduct of Tenant, its agents, employees, invitees and licensees to the Demised Premises, whatever the scope of the work of maintenance or repair required. Subject to Article 11, nothing contained in this Section 7.2 shall be deemed to impose upon Tenant the obligation to perform work or maintenance or repair to the extent required by reason of Landlord's negligence, willful misconduct or wrongful acts or those of Landlord's agents, employees or contractors. 7.3 SURRENDER OF PREMISES. At the expiration or termination of this Lease, Tenant shall surrender the Demised Premises in the same condition as existed on the Term Commencement Date, ordinary wear and tear excepted. All fixtures which have become attached shall be part of the Demised Premises, except trade fixtures. Further, within ninety (90) days prior to the expiration of the term, Landlord shall during reasonable business hours, have the right to show the Demised Premises to third parties for the purposes of again leasing same. ARTICLE VIII UTILITIES AND SIGNAGE 8.1 UTILITIES PROVIDED BY LANDLORD. Subject to Sections 8.3 and 8.4, Landlord shall cause public utilities and/or public agencies to furnish to the Demised Premises the following utility services: gas for heat, electricity, domestic water, and sewer; and, Landlord shall timely pay the bills for those services. Tenant shall have no obligation to reimburse Landlord for utilities. 8.2 TELECOMMUNICATIONS. All telephone and other telecommunications connections and services for the Demised Premises shall be contracted directly between Tenant and service providers reasonably satisfactory to Landlord. Tenant shall pay for all telecommunications services furnished the Tenant for use in the Demised Premises. 8.3 SUPPLY OF UTILITY SERVICES. Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electricity, water, sewer, or gas furnished by reason of any change, requirement, act, neglect or omission of the public utility serving the Demised Premises or for any reason not attributed to Landlord. 8.4 INTERRUPTION OR DISCONTINUANCE OF LANDLORD'S SERVICE. Tenant agrees that Landlord shall not be liable for failure to supply any service when Landlord uses reasonable diligence to supply the same, it being understood that Landlord reserves the right to temporarily discontinue such services, or any of them, at such times as may be necessary by reason of accident, unavailability of employees, failure of supply, repairs, alterations or improvements, or by reason of fire, strikes, flood, lockouts, riots, acts of God or any other happening beyond the reasonable control of Landlord. When Landlord causes services to be rendered by independent third parties, Landlord shall have no liability for the performance thereof or liability therefor. 328356v5 CAH BR305 -2 1 1 1 EDA RESOLUTION NO. 2008 -11 8.6 GARBAGE AND REFUSE COLLECTION. All garbage and refuse shall be placed in containers provided by Landlord for that purpose on the grounds of the Center. 8.7 SIGNAGE. Tenant may not install any signs, numerals, letters or other graphics on the exterior of, or which may be visible from outside the Demised Premises, without Landlord's prior written approval, which approval may not be unreasonably withheld. Landlord shall install at Landlord's expense in a place mutually agreed upon by Landlord and Tenant. 9.1 AL "I'ERATIONS. Tenant may, from time to time during the term, make, at its own cost and expense, any alterations or changes in the interior of the Demised Premises in good and workmanlike manner in compliance with all applicable requirements of law, provided Tenant follows the notice procedure and obtains Landlord's consent where required, all in accordance with this Article. Landlord agrees to cooperate with Tenant for the purpose of securing necessary permits for any changes, alterations, or additions permitted under this section without expense to the Landlord. Upon completion of such alterations, Tenant shall present to Landlord a copy of the endorsement to Tenant's fire and extended coverage insurance policy which endorsement shall incorporate said alterations into the policy. All costs of any such work shall be paid promptly by Tenant so as to prevent the assertion of any hens for labor or materials. Tenant agrees to advise Landlord in writing of the date upon which such alterations will commence in order to permit Landlord to post notice of non responsibility. 9.2 NOTICE TO LANDLORD. Prior to the initiation of any alterations, Tenant shall give Landlord written notice thereof and specify the work to be performed in reasonable detail and include the names of the contractors and materialmen to be utilized. After receipt of said notice, Landlord shall have a reasonable period of time during which it shall make a determination, in its sole discretion, as to whether or not the proposed work would create a structural or design change at the Demised Premises. Tenant shall provide Landlord upon request with any further information reasonably necessary for such determination by Landlord, and Tenant shall not commence work or accept materials prior to receiving written notice of Landlord's determination. If Landlord determines that the proposed work would create a structural or design change, then the same must be approved in writing by Landlord prior to the commencement of any work or the delivery of any materials therefor. 10.1 TENANT'S INSURANCE. (a) Liability Insurance. Tenant shall, during the term of this Lease, keep in full force and effect a policy of comprehensive general liability insurance with a limit of liability coverage of not less than $1,000,000.00 per occurrence and an "umbrella" general liability insurance policy with a limit of liability coverage of not less than $2,000,000.00. The policy shall name Landlord as additional insured and shall contain clauses that losses shall be payable notwithstanding any act or negligence of the insured which might otherwise result in forfeiture of 328356v5 CAR BR305 -2 ARTICLE IX ALTERATIONS ARTICLE X INSURANCE, RELEASE, INDEMNIFICATION 7 EDA RESOLUTION NO. 2008 -11 said insurance, and that the insurer will not cancel or change the insurance without first giving the Landlord thirty (30) days prior written notice. The insurance shall be with an insurance company approved to do business in Minnesota and reasonably acceptable to Landlord. Tenant shall deliver a copy of the policy or a certificate of insurance to Landlord prior to taking possession of the Demised Premises, and a renewal certificate at least thirty (30) days prior to the expiration of any policy term. (b) Personal Property Insurance. Tenant agrees to carry, at its expense, insurance against fire, vandalism, and malicious mischief insuring Tenant's trade fixtures, furnishings, equipment, and all other items of personal property of Tenant located on or within the Premises in an amount not less than one hundred percent (100 of the full insurable value of all such property combined. 10.2 LANDLORD'S INSURANCE. Landlord shall, during the term of this Lease, keep in force and effect a policy of property damage insurance on and for the Demised Premises to cover the same against loss or damage occasioned by fire, vandalism, and malicious mischief, and such other hazards as may be occasioned by Landlord's ownership of the Demised Premises, with coverage of not less than one hundred percent (100 of the full insurable value of the Demised Premises. To the extent the insurance maintained by Landlord in accordance with this Section 10.2 overlaps with the insurance to be maintained by Tenant pursuant to Section 10.1(b), above, Tenant's insurance shall be primary. 10.3 PROTECTION FROM SUBROGATION. Anything in this Lease to the contrary notwithstanding, neither Landlord nor Tenant shall be liable to the other for any business interruption or any loss or damage to property or injury to or death of persons occurring on the Demised Premises or the adjoining of properties, mall areas, sidewalks, streets or alleys, or in any manner growing out of or connected with Tenant's use and occupation of the Demised Premises, or the condition thereof or of mall areas, sidewalks, streets or alleys adjoining, caused by the negligence or other fault of Landlord or Tenant or of their respective agents, employees, subtenants, licensees or assignees to the extent that such business interruption or loss or damage to property or injury to or death of person is covered by or indemnified by proceeds received from insurance carried by other party (regardless of whether such insurance is payable to or protects Landlord or Tenant or both) or for which such party is otherwise reimbursed; and Landlord and Tenant each hereby respectively waive all rights of recovery against the other, its agents, employees, subtenants, licensees and assignees, for any such loss or damage to property or injury to or death of persons to the extent the same is covered or indemnified by proceeds received from any such insurance, or for which reimbursement is otherwise received. Landlord's and Tenant's respective policies of insurance shall each contain a waiver of subrogation provision incorporating the above covenant and providing that the insurance shall not be invalidated by the insured's written waiver prior to a loss of any or all right of recovery against any party for any insured loss. It is expressly understood that Landlord shall not be liable to Tenant for any damages incurred by the latter as a result of the above and foregoing events; save and except as to any such damages caused by the willful or wanton conduct of Landlord, its agents or employees, provided such damages are not recoverable by Tenant pursuant to the insurance policies required to be provided by Tenant under this Lease or otherwise. 328356v5 CAH BR305 -2 8 1 1 1 1 EDA RESOLUTION NO. 2008 -11 10.4 RELEASE. Each party hereto "Releasing Party") hereby releases the other "Released Party") from any liability which the Released Party would, but for this paragraph, have had to the Releasing Party arising out of or in connection with any accident or occurrence or casualty: (a) which is or would be covered by a fire and extended coverage policy (with vandalism and malicious mischief endorsement attached) or by a sprinkler leakage or water damage policy in the state in which the Demised Premises is located regardless of whether or not such coverage is being carried by the Releasing Party, and (b) 328356v5 CAH BR305 -2 to the extent of recovery under any other casualty or property damage insurance being carried by the releasing Party at the time of such accident or occurrence or casualty, which accident or occurrence or casualty may have resulted in whole or in part from the act of neglect of the Released Party, its officers, agents or employees, provided, however, the release hereinabove set forth shall become inoperative and null and void if the Releasing Party contracts for the insurance required to be carried under the terms of this Lease with an insurance company which: (1) Takes the position that the existence of such release vitiates or would adversely affect any policy so insuring the Releasing Party in a substantial manner and notice thereof is given to the Released Party at the time coverage is bound, or (2) Requires the payment of a higher premium by reason of the existence of such release, unless in the latter case the Released Party within ten (10) days after notice thereof before coverage is bound from the Releasing Party pays such increase in premium. 10.5 INDEMNIFICATION. Except for claims arising out of the willful or negligent act of Landlord or its agents, Tenant shall indemnify and defend Landlord against all claims, expenses and liabilities incurred, including reasonable attorneys' fees, in connection with loss of life, personal injury, and/or damage to property arising out of any occurrence in, upon or at the Demised Premises, or the occupancy or use thereof by Tenant, or occasioned wholly or in part by any act or omission of Tenant, its agents, employees, contractors, sublessees, concessionaires or licensees. ARTICLE XI DESTRUCTION AND RESTORATION 11.1 RESTORATION OPTION IF MORE THAN 30% DAMAGED. If the Demised Premises shall be damaged to the extent of thirty percent (30 or more of the cost of replacement thereof or damaged by any uninsured casualty, Landlord shall have the option to rebuild or to terminate this Lease by exercise of notice to Tenant given not more year from the date of such damage. EDA RESOLUTION NO. 2008 -11 11.2 RESTORATION OPTION IF LESS THAN 30% DAMAGED. (a) If the Demised Premises shall be damaged to the extent of less than thirty percent (30 of the cost of replacement by fire or other casualty covered by Landlord's policy of fire coverage insurance during the term of this Lease the base rental herein shall abate as of the date of the occurrence in accordance with the provisions of Section 11.2(b), and the Landlord shall restore the Demised Premises. If such an event occurs during the last one (1) year of this Lease or extension thereof, then Landlord shall have the option to rebuild or terminate this Lease to be exercised by notice to tenant given not more than six (6) months from the date of such damage. (b) In the event of such partial destruction or damage whereby Tenant shall be deprived of occupancy and use for only a portion of the Demised Premises, then "base rent" shall be equitably apportioned according to the area of the Demised Premises which is unusable by Tenant from the date of occurrence, until such time as the Demised Premises are repaired or restored as provided herein. 11.3 TOTAL DESTRUCTION. In the event of total destruction of the Demised Premises, Tenant's rent shall completely abate from the date of such destruction. If Landlord elects to rebuild as aforesaid, Tenant's rent shall completely abate from the date of such destruction until forty -five (45) days after the date when Landlord notifies tenant that the shell of the Demised Premises is ready for commencement of Tenant's work, or upon the day when Tenant opens for business, whichever event shall first occur. 11.4 ADDITIONAL HAZARDS. Tenant covenants and agrees that it will not do or peunit anything to be done in or upon the Demised Premises or bring in anything or keep anything therein which shall cause the cancellation of Tenant's insurance policies, or increase the rate of insurance, on the Demised Premises above the standard rate on said premises and building. Tenant further agrees that in the event it shall do anything to so increase the insurance rate, Tenant shall promptly pay to Landlord on demand any such increase resulting therefrom, which shall be due and payable as "additional rent" hereunder. At Tenant's request, Landlord shall make available for Tenant's inspection during regular business hours, all documents pertaining to Landlord's calculation of Tenant's "additional rent" required under this section. Said "additional rent" shall be due and payable as billed by Landlord. 11.5 NOTICE. Tenant shall give immediate written notice to Landlord of any damage caused to the Demised Premises by fire or other casualty; or of any cancellation or reduction of Tenant's insurance coverage required pursuant to this Lease. 11.6 ABATEMENT. Tenant agrees that during any period of reconstruction or repair of the Demised Premises. it will continue the operation of its business within the Demised Premises to the extent practicable. If Landlord is required to repair and rebuild, then during the period from the occurrence of the casualty until Landlords repairs are completed, the "base rent" set forth herein shall be reduced to such extent as may be fair and reasonable under the circumstances; however, there shall be no abatement of the other charges provided for herein. 328356v5 CAH BR305 -2 10 1 1 1 1 1 1 EDA RESOLUTION NO. 2008 -11 ARTICLE XII EMINENT DOMAIN 12.1 PARTIAL OR TOTAL CONDEMNATION. If the whole or any part of the Demised Premises or the structure encompassing same shall be taken by any public authority under the power of eminent domain, the Tenant shall have no claim to, nor shall Tenant be entitled to, any portion of any award, for damages or otherwise. In the event only a portion of the Demised Premises are taken, the Lease shall terminate as to the part taken, and the rent and other charges herein reserved shall be adjusted for the remainder of the Demised Premises so that the Tenant shall be required to pay for the balance of the term that portion of the rent reserved which the value of the part of the Demised Premises remaining after condemnation bears to the value of the Demised Premises immediately prior to the date of condemnation. The rental and other charges shall be apportioned as aforesaid by agreement between the parties or by arbitration or legal proceedings, but pending such determination the Tenant shall pay at the time and in the manner above provided the rental herein reserved and all other charges herein required to be paid by the Tenant, without deduction, and upon such determination, the Tenant shall be entitled to credit for any excess rentals paid. If, however, by reason of the condemnation there is not sufficient space left in the Demised Premises for the Tenant to reasonably conduct business; then, in such event, the Lease shall terminate. Although all damages in the event of condemnation belong to Landlord whether awarded as compensation for diminution in value of the leasehold or to the fee of the Demised Premises, nothing herein shall be construed to prevent Tenant to claim and recover from the condemning authority such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right for its leasehold interest. 13.1 CONSENT REQUIRED. Tenant may not assign this Lease and/or sublet the Demised Premises, or any part thereof without in each instance obtaining the prior written consent of the Landlord, which consent shall not be unreasonably withheld. The consent by Landlord to any assignment or subletting may not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, under- tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, under- letting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under -tenant or occupancy as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants, and conditions of this Lease. Tenant shall pay to Landlord any reasonable costs and expenses (including legal fees incurred by Landlord in connection with such assignment or subletting. 328356v5 CAH BR305 -2 ARTICLE XIII ASSIGNMENT AND SUBLETTING 1 1 EDA RESOLUTION NO. 2008 -11 ARTICLE XIV TENANT'S DEFAULT 14.1 EVENTS OF DEFAULT. The following events shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay when due any installment of rent, or other charges provided herein, or any portion thereof and the same shall remain unpaid for a period of three (3) days after the same has become due; or (b) Tenant shall for reasons other than those specifically permitted in this Lease, cease to conduct its normal business operations in the Demised Premises or shall vacate or abandon the Demised Premises. Tenant will be deemed to have vacated, closed or abandoned the Demised Premises if it fails to conduct its business on the Demised Premises during regular working hours for a period or more than ten (10) consecutive business days; or (c) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises; and does not cause said lien as to Landlord's interest in the property to be released within ten (10) days after written notice from Landlord; or (d) Any representation or warranty made in writing to Landlord in this Lease or in connection with the making of this Lease, by Tenant or any guarantor, shall prove at any time to have been incorrect in any material respect when made or becomes incorrect; or (e) Tenant or any guarantor shall make an assignment for the benefit of creditors, for a petition in bankruptcy, be adjudicated insolvent or bankrupt or admit in writing the inability to pay debts as they mature, petition or apply to any tribunal for the appointment of a receiver, trustee or similar officer for Tenant or any guarantor or a substantial part of the assets of Tenant or any guarantor, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or application, or any such proceeding shall have been commenced against Tenant or any guarantor, which remains undismissed for a period of thirty (30) days or more; or Tenant or any guarantor by any act or omission shall indicate their consent to, approval of or acquiescence in any such petition, application or proceeding, or the appointment of a receiver of or any trustee or similar officer for Tenant or any guarantor or any substantial part of any of the properties of Tenant or any guarantor, or shall suffer any such receivership or trusteeship to continue undischarged for a period of thirty (30) days or more; or any judgment, writ, watt ant or attachment or execution or similar process shall be issued or levied against a substantial part of the property of Tenant or any guarantor and such judgment, writ, or similar process shall not be released, vacated or fully bonded within thirty (30) days after its issue or levy; or 328356v5 CAE BR305 -2 12 1 1 1 EDA RESOLUTION NO. 2008 -11 Tenant shall have failed to comply with any other provisions of this Lease and shall not cure any failure within thirty (30) days, or such longer period of time as may be reasonably required to cure such default, after Landlord, by written notice, has informed Tenant of such noncompliance. 14.2 LANDLORD'S REMEDIES. Upon the occurrence of any of the above lettered events of default, Landlord shall give Tenant written notice of the default, and Tenant shall have thirty (30) days or such other period as provided under section 14.1 above to cure such default. If the default is not cured within the applicable cure period, Landlord may elect to either (1) terminate this Lease; or (2) terminate Tenant's right to possession only without terminating this Lease, hereinafter referred to as re- entry; (3) pursue any other remedy available at Iaw or in equity. Landlord shall have all remedies provided in the Lease and under governing law. All of the remedies given to Landlord in this Lease or by law shall be cumulative, and the exercise of one right or remedy by landlord shall not impair its right to exercise any other right or remedy. In the event of election under (2) above to terminate Tenant's right to possession only, Landlord may, at Landlord's option, proceed to demand possession by notice and proceeding under the Unlawful Detainer Law of Minnesota and take and hold possession thereof without such proceeding or entry into possession terminating this Lease or releasing Tenant in whole or in part from Tenant's obligation to pay the rent hereunder for the full term. Upon re -entry Landlord may remove all personal property from the Demised Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. Upon and after entry into possession without termination of the Lease, Landlord shall use reasonable efforts to relet the premises, or any part thereof for the account of Tenant, to any other person, firm or corporation, for such rent and other charges for such time and upon such terms as Landlord, in Landlord's sole subjective discretion shall determine, but Landlord shall not be required to accept any potential tenant offered by Tenant or to observe any instruction given by Tenant about such reletting. Landlord may make repairs or redecorate the premises to the extent deemed by the Landlord necessary or commercially reasonable. Notwithstanding any action of possession or re -entry into the Demised Premises by the Landlord as permitted in this Article, or termination of this Lease as permitted under this Section, it is stipulated and agreed that tenant shall remain liable to Landlord for damages for breach of this Lease and of Tenant's covenants hereunder in an amount equal to the total of the following: (a) All fixed base rent, additional rent, Common Facility charges, late charges, additional rent payable for taxes and otherwise, and any and all other charges payable by Tenant hereunder or under other agreements with the Landlord due for the period prior to the date of termination of this Lease or re -entry but unpaid, together with additional late charges from due date until paid; PLUS (b) All costs and expenses incurred by Landlord in connection with re -entry and repossession of the Demised Premises, the repair, renovation, remodeling, or redecoration thereof to the state required by this Lease upon termination or as may be necessary for reletting, and any broker's commissions, attorneys' fees, and other (f) 328356v5 CAN BR305 -2 13 EDA RESOLUTION NO. 2008 -11 charges incurred in connection therewith or in connection with reletting the Demised Premises, including attorneys' fees, expended in the collection of an Rents; PLUS (c) A sum equal to the present value of all Rents which would have been payable hereunder after the date of termination or re -entry for the balance of the term of the Lease had the Lease not been terminated or re -entry made, together with interest thereon at the rate of two percent (2 per annum in excess of the prime rate as quoted by US Bank, N.A., to its best customers, or the highest rate permitted by law, whichever is less from due date until paid, PROVIDED THAT, in the event the Demised Premises are relet (which reletting shall in no event relieve or release Tenant of or from liability for damages hereunder) for all or any part of the balance of the original term hereof then, for each month during such reletting for which Landlord receives net avails of such reletting, Tenant shall be entitled to a credit against its liability to Landlord for such month in an amount equal to such net avails, and PROVIDED FURTHER that, in lieu of damages as set forth in the foregoing provisions of this Section, Landlord may waive such foregoing provisions and elect, by written notice to Tenant within ninety 90) days after termination or re- entry, to receive forthwith as liquidated damages for such breach, in addition to the amounts specified above, a sum equal to fifteen percent (15 of the Rents which would have been due and payable for the portion of the balance of the term of the Lease from the date of early termination or re -entry through the final lease year. 14.3 COSTS, EXPENSES AND ATTORNEYS FEES. If one party is required to seek legal counsel for collection or to commence litigation or arbitration in order to enforce the covenants and agreements in this Lease, the party prevailing in such collection, litigation or arbitration shall have the right to reimbursement from the other party of all reasonable costs, expenses and attorney's fees. ARTICLE XV ESTOPPEL CERTIFICATE, ATTORNMENT AND SUBORDINATION 15.1 ESTOPPEL CERTIFICATE. Within ten (10) days after the request by Landlord, tenant shall deliver to Landlord a written and acknowledged statement certifying that Landlord has completed construction of the Demised Premises, that tenant has accepted possession of the Demised Premises, that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the commencement date and termination date of the Lease, that Landlord is not in default under the Lease (or, if there is a default, stating specifically the default) and the dates to which the "base rent" and other charges have been paid in advance, if any, it being intended that any such statement delivered pursuant to this Article may be relied upon by any prospective purchaser or mortgagee of the fee of the Demised Premises. 15.2 ATTORNMENT. Upon request of Landlord, Tenant shall in the event any proceedings are brought for the foreclosure of or in the event of exercise of the power of sale 328356v5 CAH BR305 -2 14 1 1 1 1 1 1 EDA RESOLUTION NO. 2008 -11 under any mortgage made by Landlord covering the Demised Premises, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. 15.3 ATTORNEY -IN -FACT. Tenant, upon request of any party in interest, shall execute promptly such instruments or certificates to carry out the intent of sections 15.1, 15.2, and 15.3 above. Tenant hereby irrevocably appoints Landlord as attorney -in -fact for Tenant with full power and authority for the limited purpose of executing and delivering in the name of Tenant such instruments or certificates. 15.4 SUBORDINATION. Upon request of landlord, Tenant shall, in writing, subordinate its rights hereunder to any ground leases or to the lien of any mortgage or mortgages, reasonably acceptable to Tenant, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the land and/or buildings of which the Demised Premises are a part or against any buildings hereafter placed upon the land of which the Demised Premises are parts, and to all advances made or hereafter to be made upon the security thereof, provided Tenant is granted non disturbance rights. 15.5 RECORDATION. This Lease shall not be recorded without the prior consent of Landlord. Upon the request of Landlord, Tenant shall execute a short form of this Lease which may be recorded in Landlord's sole discretion. 15.6 NOTICE TO MORTGAGEE. After receiving written notice from any person, firm or other entity that it holds a mortgage (which term shall include a deed of trust) which includes as part of the mortgaged property the Demised Premises, Tenant shall so long as such mortgage is outstanding be required to give to such holder a duplicate notice of any notice required to be given to Landlord by this Lease. It is further agreed that such holder shall have the same opportunity to cure any default, and the same time within which to effect such curing, as is avoidable to Landlord; and if necessary to cure such a default, such holder shall have access to the Demised Premises 328356v5 CAH BR305 -2 ARTICLE XVI LANDLORD DEFAULT 16.1 DEFAULT NOTICE TO LANDLORD. Should Landlord default in the performance of any of the covenants on the part of the Landlord to be kept or performed and such default shall continue for thirty (30) days after written notice to Landlord from Tenant specifying such default, or should any warranty or representation made by Landlord be untrue and remain untrue after thirty (30) days after written notice from Tenant specifying such untruth, then and only in such event, shall termination of this Lease be effected or action taken or remedy pursued. If the default or untruth is of such character so as to require more than thirty (30) days to remedy, the Landlord shall have a reasonable period in which to remedy the same, provided Landlord is proceeding diligently. Tenant waives its right to make repairs at Landlord's expense. ARTICLE XVII MISCELLANEOUS PROVISIONS 17.1 HOLDING OVER. In the event that Tenant shall continue to occupy the demised Premises after the expiration of the term of this Lease or written extension of the term hereof 15 EDA RESOLUTION NO. 2008 -11 without entering into a new Lease or written extension of the term hereof said tenancy shall be construed to be a "tenancy from month to month" upon all of the other terms and conditions herein contained, except where same are not applicable, and except that the rental during such holdover period shall be the then current "base rent" plus thirty percent (30 thereof and all "additional rent" shall continue to be paid. Nothing contained in this Lease shall grant Tenant any right to hold over. 17.2 WAIVER. Failure on the part of the Landlord to complain of any action or non action on the part of Tenant, no matter how long the same may continue, and no matter what other action or non action by Tenant that Landlord has already complained of shall never be deemed to be a waiver by Landlord of any of his rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by Landlord, shall be construed as a waiver of any of the other provisions hereof and that a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of the Landlord to or of any action by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to or of any subsequent similar act by Tenant. No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to Landlord, even after demand by Landlord for rent pursuant to Tenant's rent default shall be treated otherwise than a payment on account. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that said lesser amount is payment in full shall be given no effect, and Landlord may accept such check without prejudice to any further rights or remedies which Landlord may have against Tenant. Further, failure of the Landlord to bill timely for taxes or other additional rent as heretofore required shall not be deemed a waiver of Tenant's liability to pay same. 17.3 COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and provisions of this Lease, on payment of the rent and observing, keeping and performing all of the terms and provisions of this Lease on its part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold occupy and enjoy the Demised Premises during the term hereof without hindrance or objection by any persons lawfully claiming under Landlord. 17.4 ENTIRE AGREEMENT. This Lease is executed in identical counterparts, each of which, when bearing original initials of the parties on each page and at each change in the text hereof as well as original signatures at the end of each document, shall constitute an original for all purposes. All previous agreements, whether oral or written, are superseded by and merged into this Lease. Subsequent change shall not be binding unless reduced to writing and signed by the parties hereto. 17.5 INVALIDATION OF PARTICULAR PROVISIONS. If any clause, term or provision of this Lease, or the application thereof to any person or circumstance shall to any extent, be invalid or unenforceable, the remainder of this lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be 328356v5 CAH BR305 -2 16 1 1 1 1 1 EDA RESOLUTION NO. 2008 -11 valid and be enforced to the fullest extent permitted by law. It is the intention of the parties hereto that in lieu of each clause, term or provision of this Lease that is illegal invalid or unenforceable, there be added as part of this Lease a clause, term or provision similar to such illegal invalid or unenforceable clause, term or provision as may be possible and would be legal valid and enforceable. 17.6 PROVISIONS BINDING, ETC. Except as herein otherwise expressly provided, the terms hereof shall be binding upon and shall inure to the benefit of the heirs, successors, assigns and legally appointed representative, respectively, of the Landlord and the Tenant. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. 17.7 GOVERNING LAW. The laws of the State of Minnesota shall govern the interpretation, validity, performance and enforcement of this Lease. 17.8 NOTICES. Any notice which is required under this Lease shall be deemed "given" upon hand delivery or three (3) days after prepaid posting in the U. S. Mail whichever shall first occur. Notice shall be addressed to the addresses listed below or to any other address as shall be designated by written notice: If to Landlord: If to Tenant: 328356v5 CAH BR305 -2 Brooklyn Center EDA c/o General Manager Earle Brown Heritage Center 6155 Earle Brown Drive Brooklyn Center, MN 55430 Innovative Presentations Inc. 6235 Earle Brown Drive, #200 Brooklyn Center, MN 55430 Where in this Lease a certain number of days from date of notice to a given action is specified, unless the specific provision otherwise states, the days shall be counted as follows: The first calendar day shall be excluded and the last day shall be included, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period shall be extended to include the next day which is not a Saturday, Sunday or legal holiday. 17.9 DA'ZE OF LEASE. All references to the "date of this Lease" or "date hereof shall be deemed to be that date on which all parties hereto have executed this Lease. 17.10 HEADINGS. The heading, section numbers and article numbers appearing in this Lease are not intended in any manner to define, limit or describe the scope of any such section or article and are solely inserted for ready reference purposes. 17.11 PRONOUNS. As utilized in this Lease, the "singular" pronouns shall include the it plural", and the "masculine" shall include the "feminine" and the "neuter and vice versa, unless a contrary intent specifically appears. 17 EDA RESOLUTION NO. 2008 -11 17.12 EQUIPMENT DISCOUNT. At all times that the Lease remains in effect, Tenant will provide a discount of at least 25 percent to Landlord on rental of audio /visual equipment; provided, that Landlord does not increase its existing stock of Landlord -owned audio /visual equipment prior to June 30, 2010. 328356v5 CAH BR305 -2 [remainder of page left blank intentionally] 18 1 EDA RESOLUTION NO. 2008 -11 IN WITNESS WHEREOF, the parties hereto have affixed their signatures the day and year first above written. LANDLORD: Economic Development Authority of the City of Brooklyn Center 328356v5 CAH BR305 -2 ITS: President BY: Ce tive P ector TENANT: INNOVATIVE PRESENTATIONS INC. BY: ITS: 19 �y EDA RESOLUTION NO. 2008 -11 328356v5 CAH BR305 -2 EXHIBIT A DEMISED PREMISES That part of the following described real property: Tract F, Registered Land Survey No. 1594, Hennepin County, Minnesota Upon which is situated the structure known as "s THE INN as depicted on the site plan below: (lease area identified in black solid) A -1