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HomeMy WebLinkAbout2016 09-12 EDAPEDA MEETING City of Brooklyn Center September 12, 2016 AGENDA 1.Call to Order—The EDA requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City Council packet, including EDA (Economic Development Authority), is available to the public. The packet ring binder is located at the front of the Council Chambers by the Secretary. 2.Roll Call 3. Approval of Agenda and Consent Agenda —The following items are considered to be routine by the Economic Development Authority (EDA) and will be enacted by one motion. There will be no separate discussion of these items unless a Commissioner so requests, in which event the item will be removed from the consent agenda and considered at the end of Commission Consideration Items. a. Approval of Minutes 1.August 22, 2016 —Regular Session 2.August 22, 2016 - Executive Session b. Resolution Authorizing Lease Extension for Brooklyn Bridge Alliance for Youth at Earle Brown Heritage Center 4. Commission Consideration Items —None. 5. Adjournment EDA Agenda Item No. 3,9 MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION AUGUST 22, 2016 CITY HALL - COUNCIL CHAMBERS 1.CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to order by President Tim Willson at 7:31 p.m. 2.ROLL CALL President Tim Willson and Commissioners April Graves, Kris Lawrence-Anderson, Lin Myszkowski, and Dan Ryan. Also present were Executive Director Curt Boganey, Interim Assistant to City Manager Reggie Edwards, Director of Business and Development Gary Eitel, City Attorney Troy Gilchrist, and Michaela Kujawa-Daniels, TimeSaver Off Site Secretarial, Inc. 3.APPROVAL OF AGENDA AND CONSENT AGENDA Commissioner Myszkowski moved and Commissioner Lawrence-Anderson seconded to approve the Agenda and Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINUTES 1. July 25, 2016— Regular Session Motion passed unanimously. 4.COMMISSION CONSIDERATION ITEMS 4a. DISCUSS THE OPPORTUNITY TO PURCHASE REAL PROPERTY LOCATED AT LOT 2, BLOCK 1, REGAL ROAD DEVELOPMENT ADDITION, A 1.62 ACRE VACANT COMMERICAL LOT LOCATED AT 6330 CAMDEN AVENUE NORTH (NORTHWEST QUADRANT OF THE 1-694 AND T.H. 252 INTERCHANGE AND ADJACENT TO THE REGAL THEATRE SITE) President Willson indicated that under the exceptions to the Open Meeting law, the EDA may elect to adjourn to Closed Executive Session regarding the purchase of real property described as Lot 2, Block 1, Regal Road Development Addition [Minn. Stat. §13D.05, subd. 3 (c)]. 08/22/16 -1- DRAFT 5. ADJOURNMENT Commissioner Ryan moved and Commissioner Lawrence-Anderson seconded adjournment of the Economic Development Authority meeting to Closed Executive Session at 7:35 p.m. President Willson announced that the EDA would adjourn from the Closed Executive Session and not reconvene following the Closed Executive Session. City Attorney Troy Gilchrist stated the Closed Executive Session meeting will be tape recorded and the meeting minutes will reflect who is in attendance and the property under discussion. Motion passed unanimously. 08/22/16 -2- DRAFT MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA CLOSED EXECUTIVE SESSION AUGUST 22, 2016 CITY HALL - SHINGLE CREEK CONFERENCE ROOM 1.CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Closed Executive Session called to order by President Tim Willson at 7:40 p.m. It was noted that under the exceptions to the Open Meeting law, the EDA may meet in Closed Executive Session regarding the development of an offer to purchase the real property described as Lot 2, Block 1, Regal Road Development Addition [Minn. Stat. §13D.05, subd. 3 (c)]. 2.ROLL CALL President Tim Willson and Commissioners April Graves, Kris Lawrence-Anderson, Lin Myszkowski, and Dan Ryan. Also present were Executive Director Curt Boganey, Interim Assistant to City Manager Reggie Edwards, Director of Business and Development Gary Eitel, City Attorney Troy Gilchrist, and Michaela Kuj awa-Daniels, TimeSaver Off Site Secretarial, Inc. 3.DISCUSS THE OPPORTUNITY TO PURCHASE THE REAL PROPERTY OF LOT 2, BLOCK 1, REGAL ROAD DEVELOPMENT ADDITION, A 1.62 ACRE VACANT COMMERICAL LOT LOCATED AT 6330 CAMDEN AVE. N. (NORTHWEST QUADRANT OF THE 1-694 AND HWY 252 INTERCHANGE AND ADJACENT TO THE REGAL THEATRE SITE) Following presentation by Director of Business and Development Gary Eitel, the EDA discussed the opportunity to purchase the real property of Lot 2, Block 1, Regal Road Development Addition, a 1.62-acre vacant commercial lot located at 6330 Camden Ave. N., and asked questions of the staff. It was the consensus of the EDA to move forward with this item. 4.ADJOURNMENT President Willson declared the Economic Development Authority Closed Executive Session adjourned at 8:18 p.m. 08/22/16 -1- DRAFT EDA Agenda Item No. 3b I ai iii ak L I aIO) 1I 1SJ!AI DATE: August 23, 2016 TO: Curt Boganey, City Manager FROM: Jim Glasoe, Director of Community Activities, Recreation and Services SUBJECT: Resolution Authorizing Lease Extension for Brooklyn Bridge Alliance for Youth at Earle Brown Heritage Center Recommendation: It is recommended that the Economic Development Authority consider a lease extension for the Brooklyn Bridge Alliance for Youth, for continued use of the Earle Brown Heritage Center Farm House Background: Since the closing of the "Inn on the Farm" more than a decade ago, staff had been attempting to lease the former Farm House space at the Earle Brown Heritage Center. With no luck in securing a tenant, in September 2013, the space was leased to the Brooklyn Bridge Alliance for Youth for their operations. The space was provided free of charge, as long as the EDA incurred minimal expense for any space conversion. That lease has now expired and the attached lease extends the agreement for another two years. Like before, the new lease does not include any charges for the space, but does include cleaning and maintenance responsibilities, along with updated language regarding insurance requirements suggested by our insurance carrier. Budget Issues: As there is no charge for the lease, there are no budget issues to consider. However, the lease does reflect $58,500 in annual "opportunity costs". Strategic Priorities: Enhanced Community Image Mission: Ensuring an attractive, clean, safe, inclusive community that enhances the quality of life for all people and preserves the public trust Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION AUTHORIZING LEASE EXTENSION FOR BROOKLYN BRIDGE ALLIANCE FOR YOUTH AT EARLE BROWN HERITAGE CENTER WHEREAS, the Executive Director has reported the Brooklyn Bridge Alliance for Youth's lease of the Earle Brown Heritage Center Farm House has expired; and WHEREAS, the Brooklyn Bridge Alliance for Youth wishes to continue using the space; and WHEREAS, staff continues to believe this use constitutes the highest and best use of the space. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota, that the Executive Director is authorized to execute a lease extension for Brooklyn Bridge Alliance for Youth's use of the Earle Brown Heritage Center Farm House. September 12, 2016 Date President The motion for the adoption of the foregoing resolution was duly seconded by Commissioner and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. LEASE THIS INDENTURE (the "Lease") made and entered into on this 13th day of September, 2016, by and between Economic Development Authority of the City of Brooklyn Center, a public body corporate and politic under Minnesota law, whose address is do General Manager, Earle Brown Heritage Center, 6155 Earle Brown Drive, Brooklyn Center, MN 55430 (referred to as "Landlord") and Brooklyn Bridge Alliance for Youth, a joint powers entity, whose address is 6150 Summit Drive, Suite 200, Brooklyn Center, MN 55430 (hereinafter referred to as "Tenant"). WITNESSETH: ARTICLE I - BASIC LEASE 1.1 LANDLORD: Brooklyn Center Economic Development Authority 6155 Earle Brown Drive Brooklyn Center, MN 55430 1.2 TENANT: Brooklyn Bridge Alliance for Youth 6150 Summit l)rivcNorth, Suite 200 Brooklyn Center, MN 55430 1.3 DEMISED PREMISES: 6150. Summit Drive North, Suite 200, Brooklyn Center, MN 55 specifically idántified on Exhibit A attached heieto, and located within the complex known as the Earle Brown I-Iei itage Center ("Centei") 1.4 ORIGINAL TERM., Two (2) 1.5 2016 1.6 DA 13, 2016 1.7 BASE RENT. Fifty eight thousand, five hundred dollars ($58,500.00 per annum) Rent will be provided by the Brooklyn Center Economic Development Authority and the City of Brooklyn Center as an in-kind contribution. 1 431705v2 BR305-2 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 200, consisting of 3,011 square feet and located on the parcel of land at 6150 Summit Drive North, 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 pse 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 September 13, 2016 and the lease shall expire on September 12, 2018 (the "Term Expiration Date"), subject to termination as provided in section 2.3 below. 2.3. TERMINATION BY NOTICE. Either party may teiminate this Lease by giving written notice to the other party at least 120 da's 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. 32 RENT Eolloing the Rent Commencement and during the term hereof Tenant agrees topay to Landlord 4 tarle Brown Heritage Center, 6155 Earle Brown Drive, Brooklyn Center, Minnesota 55430 01 at suh other place as the Landlord may from time to time designate in writing, 'base ient" foi 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-iated 3.3 ADJUSTMENTS TO RENT. Per an agreement with the Brooklyn Center Economic Development Authority, all rental fees for the duration of this agreement shall be considered as an in-kind donation from the Brooklyn Center Economic Development Authority and the City of Brooklyn Center. 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 2 431705v2 BR305-2 "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 bylaw, 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 Premies, 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 Tenant accepts the Dci ised Premises as ready for occupancy. 4.2 NO WARRANTY OF CONDITION OF PREMISES. Landlord makes no warranties or represenhitions. of any kind in coimetioi with the quality or condition of the Demised Premises,,and Tenant .sball rely solely upon any prior inspections Tenant may have made in connection with the transaction contemplated by thi Lease. Tenant acknowledges for Tenant and its successors:,. and assignee's".,*(A) that Tenant will be given a reasonable opportunity to inspect and investigate the Demise. Premises, all improvements thereon and all aspects relating thereto, either independently dr through agents and experts of Tenant's choosing, and (B) that Tenant is Ieasiiig th Demised Prcmiss based upon Tenant's own investigation and inspection thereof following the cinpletion of Landlord's Work and subject to Tenant's reasonable punch list. LandlQrd and Tenant agree that (except as otherwise specifically provided herein) the Demised Premises is leased and that Tenant accepts possession of the Demised Premises as of the Term Comiiiêncement Date "As Is, Where Is, With All Faults" with no right of set-off or reduction in rent sqbjcct to the provisions of this Lease. ARTICiEV - 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 teal 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 3 431705v2 BR305-2 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 offices. 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.crnised Premises. Tenant shall indemnify Landlord, Landlord's insurer, and the property, of Lan lord 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 agre;p1 conduct its business as it relates to the occui Americans with Disabilities Act ("ADA):c operate as an event of default and a maintaining the physical strucure of the D public accommodations requirements of ti facilities). Tenant shall be responsible for c of the ADA associated with the activities it not limited to.uroyidiim for each of the folio any requiied public accommodations and to of the Demised Premises in accordance with the 1-at 42 U.& § 12101 et seq. Failure to do so shall the Lease Landloid shall be responsible for d Premises in a maimer that complies with the )A (6.g., accessible entry doors and restroom Mg with the blic accommodation requirements ts within the Demised Premises including, but (1) Ty achievable" removal of physical barriers within the areas utilized by the Tenant which the Tenant would otherwise create (e g, set-up of exhibits in an accessible manner and meeting room set up) and fi6 icontrolled or mandated by Landlord, The provisin of auxiliary aids, devices, and services where necessary to ensure effective communication of Tenant's operations and services to disabled participants and as needed to ensure that no disabled individual is treated differently than any other individuals participating in Tenant's programs, events, or operations conducted within the Demised Premises (e.g., Braille or enlargedrint handouts, specific seating requirements, listening devices, interpreter, or simultaneous video/text display); and (3) The modification of the Tenant's policies, practices, and procedures applicable to participants as required to enable disabled individuals to participate equally in Tenant's programs, events, or operations conducted within the Demised Premises. 4 431705v2 BR305-2 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: (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;. at such times, in the areas, and(c)Tenant shall arrange for and accept through the entrances designated for such purpose by (d)Tenant shall keep said Demised required by ordinance and regulations of any jurisdiction; (e) Tenant shall neither permit nor suffer floors thereof to be endangered by Tenant shall not use or purposes other than that set, forth in clean in the sanitary condition il or quai-governmental unit having is" ed Premises, or the"walls, ceilings or to be used for any purpose or (g) patrons or obnoxious behavior. CLE AND REPAIRS 7.1 LANDLORD'S. MAINTENANCE AND REPAIR OBLIGATIONS. Subject to Article•11, Landlord shall oper.te, maintain alid make all necessary repairs and replacements to: (a) the structural portion of the Bdilding, (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 negligepce 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 431705v2 BR305-2 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 Premises resulting from causes outside the Demised Premises other than Tenant's acts or omissions; Tenant shall routinely clean, maintain, and make non-structural repairs to, the Demised Premises and keep the same in good condition and repair, consistent with other Earle Brown Heritage Center facilities.. Subject to the preceding sentence, Tenant's obligation shall include the obligation to routinely clean, 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 woik, cleaning, 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 contiactois 7.3 SURRENDER OF PREMISES At the expiiation 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 busmess horns, have the right to show the Demised Piemises to thud parties for the purposes of again leasing same AND SIGNAGE 8.1 UTILITIES PROVIDED BY LANDLORD. Subject to Sections 8.3 and 8.4, Landlord hall cause public utilities and/or • public agencies to furnish to the Demised Premises the following utilityservices: 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. Landlord shall provide phone and wireless internet services for the duration of this agreement. Tenant shall pay for any additional telecommunications services needed for use in the Demised Premises. 8.3 SUPPLY OFT TILITY 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 431705v2 BR305-2 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. 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 outsidtbe Demised Premises, without Landlord's prior written approval, which approval may not/be umeasonably withheld Landlord shall install at Landlord's expense in a place mutually agieed upon by Landlord and Tenant ARTICLE IX - 9.1 ALTERATIONS. Tenant may, fron time to time during the term, make, at its own cost and expense, any alterations or changes in interior of the Demised Premises in good and workmanlike manner in compliance with all app, [cable requirements of law s provided Tenant follows the notice procedure and obtains Landlord's consent where required, all in accordance with this Article Landlord agrees to cooperate with enant for the purpose of securing necessary permits for any changes, alterations, or additions per this section without expense to the Landlord Upon completion of such a1f04tions, 'I resent to Landlord a copy of the endorsement to Tenant's fire and extended cover p1icy which endorsement shall incorporate said alterat policy. h'ik shall be paid promptly by Tenant so as to nreve of any] raterials. Tenant agrees to advise Landlord in writing tle date on which iill commence in order to permit Landlord to post notice of non-re ibility. 9.2 NOTIE TO LA )LORDEfior tôthe initiation of any alterations, Tenant shall give Landlord written nOtice the] f and specify the work to be performed in reasonable detail and include'the:names of the "ÔÔï s and material men to be utilized After receipt of said notice, Landlord l411have a reasoi rrod of time during which it shall make a determination, in its sole discretiohäs to whether ot the pised work would create a structural or design change at the Demised Premises Tenant dl provide Landlord upon request with any further information reasonably necessary Tor such d mination by Landlord, and Tenant shall not commence work or accept materials prior to rece Lg written notice of Landlord's determination. If Landlord determines that the piopoed w would create a structural or design change, then the same must be approved in writing by Iiid prior to the commencement of any work or the delivery of any materials therefor. ARTICLE X - INSURANCE, RELEASE, INDEMNIFICATION 10.1 TENANT'S INSURANCE. Tenant shall carry liability coverage of no less than $1,000,000 per occurrence, and shall name the City of Brooklyn Center EDA as additional insured. In addition, tenant may carry, at its discretion and expense, insurance against fire, 431705v2 BR305-2 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. 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 oi injury to or death of persons occurring on the Demised Premises or the adjoining of propertie, mall areas, sidewalks, streets or alleys, or in any manner growing out of or connected with Tenants 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 respedtive 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 i 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 agait the other, its agents, employees, subtenants, licensees and assigne, for any such loss or damage to property or injury to or death of persons to the extent the same is covered or irémnified by proceeds received from any such insurance, or for which reimbursement is • otherwise received. Jand1ord's and Tenant's respective policies of insurance shall each contaiti a:::wiiiv6i:ii6f 8ubrogati6h,provision incorporating the above covenant andproviding that the insurafie shIl not be invalidated by the insured's written waiver prior to a loss of* Wor all right o,covey against any parly 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 foiegoing event; save and .,exept as to any such damages caused by the willful or wanton conduct of Landlord, it agents dr. 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. 10.4 RELEASE Each party hereto ("Releasing Party") hereby releases the other ("Released Party") from an'1i'ability 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 8 431705v2 BR305-2 (b) 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 nays such increase in premium. 10.5 INDEMNIFICATION. Except for c1 I1ng out of the willful or negligent act of Landlord or its agents, Tenant shall indemnify and Jefend Landloi d against all claims, expenses and liabilities incurred, including reasonable attorneys fees, in connection with loss of life, personal injury, and/or damage to,,, ppperty arising out áf a occunence in, upon or at the Demised Premises, or the occupancy or use thereof by ftnaiit, y or in part by any act or omission of Tenant, its agents, employees, conti actors onaires or licensees. ES AND RESTORATION TI 30% DAMAGED. If the Demised Premisèhallbe dani g6djo thtnt of tin ':cent (30%) or more of the cost of replacement thereof oi damaged by any iirnnsured 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 11.2 RESTQ TIOOIPTION IF LESS THAN 30% DAMAGED. (a) If tj:IThised Premises shall be damaged to the extent of less than thirty percent (30°Yo) of the cost of replacement by fire or other casualty covered by Landlords 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. 9 431705v2 BR305-2 (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, oi upon the day when Tenant opens for business, whichever event shall first occui 11.4 ADDITIONAL HAZARDS Tenant covenants and agrees that it will not door permit anything to be done in or upon the Demised Premises or bnng m anything or keep anything therein which shall cause the cancellation of Tenant's insurance policies, 01 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 fo so increase the insurance late, Tenant shall promptly pay to Landlord on demand any such increase resulting theiefiom, which shall be due and payable as "additional rent" heieundei At Tenant's iequest, Landlord shall make available for Tenant's inspection during regular business hours, all documents pertaining to Landlord's calculation of Tenant's "additional rent " requiied undei this section Said "additional rent" shall be due and payable as billed by Landlord 11.5 NOTICE Tenant shall give imhiediate wntten notice to Landlord of any damage caused to the Demise' by fiue or other casualty, or of any cancellation or reduction of Tenant's insurance coviage requiied puisuant to this Lease 11.6• ABATEMENT. Tenant agiees that during any period of reconstruction or repair of the Demised Premises. iwi1l coiitinue 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 Landloids 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. 10 431705v2 BR305-2 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 o' 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 heiein reqIired to be paid by the Tenant, without deduction, and upon such determination, the Tenant shall be entitled to ciedit for any excess rentals paid If, however, by reason of the condemnation theie 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 Wille Jeasho1d or to the fee of the Demised Premises, nothing herein shall be construed to prevent Tenant to claim and recover flom the condemning authority such compensation as may be separately awarded or recoverable by Tenant in Tenant's own light for its leasehold interest -AS 13.1 COM Teii'ay not assign this Lease and/or sublet the Demised Premises S DEFAULT 141 EVENTS ØFLEFAUL. The following events shall be deemed to be events of default by Tenant under this Lease (a)Tenant shall fail ay when due any installment of rent, or other charges provided herein, oi 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 foi 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 11 431705v2 BR305-2 (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 petition in bankruptcy, be adjudicated ii inability to pay debts as they mature, appointment of a receiver, trustee or sin substantial part of the assets of Tenant proceeding under any bankruptcy, re debt, dissolution or liquidation law or hereafter in effect; or if there shall have or any such proceeding shall have guarantor, which remains undismissed Tenant or any, guarantor by any act c approval of or acquieqene in any sue appointment of a receiver of or any ti guarantor orprly substantial part of any 01 shall uffei any such ieceiveiship oi neriodfthirtv r3b'davs or more: or a property issignmentfor the benefit of creditors, for a isolvent or bankrupt or admit in writing the petition oi apply to any tribunal for the nlai fficoei for Tenant or any guarantor or a or any guarantor, or shall commence any )rganlzation, arrangement, readjustment of statute of any jurisdiction, whether now or been filed any srtch.:petition or application, been commenced against Tenant or any toi a iipeod of thirty (30) days or more; or r omission shall indicate heir consent to, h petition, application or proceeding, or the rustee or similar officer for Tenant or any of the properties of Tenant or any guarantor, truteeship to continue undischarged for a ny judgment, writ, watt ant or attachment or ued or leiicd against a substantial part of the such judgment, writ, or similar process shall within thirty (30) days after its issue or levy; Tenant shall have failed to comply with any other provisions of this Lease and shall not cure any failiue 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 Tenantof such noncompliance 142 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 othperiod 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 law 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. 12 431705v2 BR305-2 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 lent 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 iequned to accept any potential tenant offered by Tenant or to observe any instruction given by Tenant about such reletting Landlord may make repairs 01 redecorate the premises to the extent deemed by the Landlord necessary 01 commercially reasonable Notwithstanding any action of possession or re-entry into the Demised Premises by the Landlord as penmtted in this Article, or termmation of this Lease as permitted undei 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 heieundei in an amount equal to the total of the following (a)All fixed base rent, addjtioiin1:ient, Common,,, charges, late charges, additional rent payable for taxes and otheiwise, and any and all other charges payable by Tenant hereunder 01 undei other agi cements with the Landlord due for the peiiod prioi 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 Preiniss, the repair, renovation, remodeling, or redecoration thereof to the state required by this Lease upon termination or as may be nécessaly fdrreletting, and any broker's commissions, attorneys' fees, and other charges ircurred th connection therewith or in connection with reletting the Demised Preinise, 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 13 431705v2 BR305-2 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 foi collection 01 to commence litigation oi arbitration in ordei to enforce the covenants and agieements in this Lease, the paity pievailing in such collection, litigation 01 arbitiation shall have the iight to ieimbuisement fiom the other party of all ieasonable costs, expenses and attorneys fees ARTICLE XV--ESTOPPEL CERTIFICATE, ATTORNMENT AND SUBORDINATION 10) days aftei the iequest by Landloid, 'd statement certifyi that Landlord Lnant has accepted possession of the full foice and effect (or if there have I effect as modified and stating the date of the Lease, that Landloid is not specffically the default) and the dates 15.1 ESTOPPEL CERTIF ATE. Withine ( tenant shall delivei to Landloi d a written and acknowled has completed constiuction of the Demised Premises, tha Demised Premises, that this Lease is unmodified and in been modifications, that the same is in ft - modifications), the commencement date and in default under the Lease (oi, if thei e is a d to which the "base ient" and othei charges h that any such statemen dehveied pursuant to puichasei or mortgagee of the fee of the Dem paid indvance, if any, it being intended le may be relied upon by any prospective ATTOR,1 pioceedings aie biought foi undei any mortgage made b upon any such foieclosuie or Landlord, Tenant shall in the event any of or in the event of exercise of the power of sale ring the Demised Premises, attorn to the purchaser ize such purchaser as Landlord under this Lease. 15 3 ATTORNEY-IN-FACT Tenant, upon request of any party in inteiest, shall execute piomptly such instruments or certificates to cariy out the intent of sections 15 1, 15 2, and 15 3 above Tenant hereby inevocably appoints Landloid as attorney-in-fact for Tenant with full power and authority fdi'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 14 431705v2 BR305-2 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 holdei 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 cuie such a default, such holder shall have access to the Demised Piemises ARTICLE XVI-- LANDLORD DEFAULT 16.1 DEFAULT NOTICE TO performance of any of the covenants on. t such default shall continue for thirt specifying such default, or should any and remain untrue after thy (30) days then and only in suche' pursued. If the defaift to remedy, the Landlôf Landlord is proceeding ,ANDLcRD::Should Land16rd:4efau1t in the part of the Landlord to be kept or peiformed and lays after "en notice to Landlord from Tenant :cprescntation made by Landlord be untrue notice fr6hi'Teriant specifying such untruth, Lease be effected or action taken or remedy r so as to require more than thirty (30) days iod in which to remedy the same, provided right to make repairs at Landlord's expense. of such wai TI US PROVISIONS 17d. HOLDING Premises after the expiratio without entering into a new construed to be a "tenancy herein contained, except wF holdover period shall be th "additional rent" shall cbri any right to hold over. hithe event that Tenant shall continue to occupy the demised the term of this Lease or written extension of the term hereof ;e or w extension of the term hereof said tenancy shall be month to month" upon all of the other terms and conditions rne are not applicable, and except that the rental during such ' current "base rent" plus thirty percent (30%) thereof and all,11 o be paid. Nothing contained in this Lease shall grant Tenant 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 15 431705v2 BR305-2 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 frther rights or remedies which Landlord may have against Tenant Further, failure of the Landloi d to bill timely for taxes 01 other additional rent as heretofore required shall not be demed 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 ient 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 durmg the term hereof without hindrance or objection by any persons lawfully claimmg under Landlord 17.4 ENTIRE AGREEMENT. This Lease is executed in identical counterparts, each of which, when bearing original initials of the paities 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 pievious agreements, whethci oral oi written ate superseded by and merged into this Lease Subsequent change shall not be binding unless reduced to wilting and signed by the parties hereto 17.ThLIDA )fl of This Lease, 01 be invalid or unenfo )fl to persons or C unenforce'ábjd,:shall not be 'ff valid and be enforced to the hereto that in lieu of each ci unenforceable, there be added illegal invalid or unenforceabit valid and enfoiceable ^:PART ICUL.AR PROVISIONS. If any clause, term or cation theieof to any person or circumstance shall to any ie iemainder of this lease, or the application of such term or ces other than those as to which it is held invalid 01 theieby, and each term and provision of this Lease shall be extñf permitted by law. It is the intention of the parties term or provision of this Lease that is illegal invalid or rt of this Lease a clause, term or provision similar to such ;e, term or provision as may be possible and would be legal 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. 16 431705v2 BR305-2 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: Brooklyn Center EDA do General Manager Earle Brown Heritage Center 6155 Earle Brown Drive Brooklyn Center, MN 55430 If to Tenant: Brooklyn Bridge I 6235 Earle Brown Brooklyn Center, I 430 Where in this Lease a certain numbrbfdai from date of noticto a given action is specified, unless the specific provision otherwise state the days shall be counted as follows The first calendar day shall be excluded aid the last da shall be included, unless the last day is a Saturday, Sunday, or legal holiday, in which event the bii'dhall be extended thinclude the next day which is not a Saturday, Sunday or legal holiday 17.9 DATE OFLE be deemed to be that date on 1710 HEADINGS Lease are not intended in am article and are solely insertëd, 1711 PRONOUNS plural', and the "masculine" contrary intent specifically ap IN WITNESS WHEREOF, I above written LANDLORD: B. All "date Lease" or "date hereof shall h all n ecutedThI Lease. The g, sefiiiumbers and article numbers appearing in this define, limit or describe the scope of any such section or in thi1:ase, the "singular" pronouns shall include the it the "femInine" and the "neuter", and vice versa, unless a ies hereto have affixed their signatures the day and year first Economic Development Authority of the City of Brooklyn Center BY: ITS: President BY: 17 431705v2 BR305-2 ITS: Executive Director TENANT: BROOKLYN BRIDGE ALLIANCE FOR YOUTH. BY: ITS: 18 431705v2 BR305-2 Upon which is situated the structure known as "Farm on the site plan below: EXHIBIT A DEMISED PREMISES That part of the following described real property: Tract F, Registered Land Survey No. 1594, Hennepin County, Minnesota A-i 431705v2 BR305-2