4.4 SR 05-02-2022Request for Action
To Item Number
Ma Tor and CinT Council 4.4
Agenda Section Meeting Date Prepared by
Consent May 2, 2022 Brent O'Neil, Economic Development Director
Item Description Reviewed by
iBackCheck, PLLC Lease at Furniture and Cal Pormer, Cit�r Administrator
Things Communit�r Center Reviewed by
Action Requested
Approve and authorize, by motion, the execution of the attached lease agreement.
Background/Discussion
The Furniture and Things Communit�T Event Center has appro�matel�T 3,000 square feet of unfinished space
which has been reserved as a leasable space to a tenant with a use congruent to the facilit�-. Dr. Christi Jo Christian
has proposed leasing the space to open an office for her iBackCheck Sports TherapyT Clinic. ApproximatelyT one-
half of the space `vould be constructed into medical offices for her operation of a chiropractic clinic, �vith the
Yemainder of the space Yemaining as open space for fitness and therapeutic-tyrpe activities. She has Yequested
permission to sublease a portion of the space to Two Brothers HockeyT, `vhich `vould align `vith the terms of the
lease.
The lease terms are based on prevailing market conditions and standards and the initial lease term is for five yTears,
`vith a lessee's option to rene`v for one five-yTear term. Base rent is $4,557 monthlyT and includes rent increases of
three percent annually. The lease grants a reduced rent during the first three months coinciding with construction
of tenant improvements, and a rent credit for a poYtion of the tenant's cost foY build-out improvements.
Financial Impact
The lease has accounted for shared utilities and common area maintenance, which are to be covered b�T the cityT.
The initial five-yTear term of the lease will generate approximatelyT $230,000 in revenue.
Mission/Policy/Goal
Support business investment in Elk River.
Attachments
■ Lease Agreement `vith iBackCheck, PLLC
The Elk River Vision
A 2a�elcolning co�nlnunity 2a�ith T evolutiona� y and spizzted T esou� cefulness, exceptional
se�vice, and coln�nunity engagelnent that encou�ages and ins�iz•es pTo�pe�zty.
rowEREo ar
�I'1 ����
Up�iited.• August 2020
LEASE AGREEMENT
By and Between
CITY OF ELK RIVER, MINNESOTA
�"LANDLORD"�
and
iBackCheck, PLLC
d/b/a iBACKCHECK SPORT THERAPY
�"TENANT"�
This Instrument Drafted By:
CAMPBELL KNUTSON, P.A.
860 Blue Gentian Road, Suite 290
Eagan, MN 55121
(651) 452-5000
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LEASE REFERENCE PAGES
(Page i of ii)
BUII,DING NAME:
LANDLORD:
LANDLORD'S ADDRESS:
Furniture and Things Community Event Center,
Elk River, Minnesota
City of Elk River
13065 Orono Parkway; Elk River MN, 55330
LEASE REFERENCE DATE
TENANT:
TENANT' S ADDRE S S:
May 3, 2022
iBackCheck, PLLC
13737 197th Ln NW, Elk River, MN 55330
LEASED PREMISES IDENTIFICATION: Furniture and Things Community Event Center
(identified as "Community Center" on Exhibit A)
TOTAL BUII,DING SQUARE FOOTAGE: Approximately 120,000 sq.ft.
LEASED PREMISES AREA:
USE (AUTHORIZED BUSINESS):
POSSESSION DATE:
3038 sq/ft
Chiropractic and Physical Therapy Clinic, with
accessory use for yoga studio
May 3, 2022
COMMENCEMENT DATE:
SCHEDULED RENT
COMMENCEMENT DATE:
TERMINATION DATE:
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May 3, 2022
May 3, 2022
May 2, 2027
�
LEASE REFERENCE PAGES
(Page ii of ii)
TERM OF LEASE: Five (5) Years
beginning on the Commencement Date and
ending on the Termination Date (unless sooner
terminated pursuant to this Lease.) with an option
for an additional 5-year term
RENT:
SECURITY DEPOSIT:
John J. Dietz, Mayor
The Reference Page information is incorporated into and made a part of the Lease between
Tenant and Landlord dated as of May 3, 2022 ("Lease"). In the event of any conflict between
any Reference Page information and the Lease, the Lease shall control. The Lease includes
Exhibits A, B, C and D which are all made a part of this Lease.
LANDLORD:
City of Elk River, Minnesota
:
� �1
Date:
See Article 4 for Rent and Additional Rent
$2120.00 has been paid to the Landlord as
consideration and security for this lease.
TENANT:
IBACKCHECK,PLLC, a Minnesota
professional limited liability corporation
By:
Name: Dr. Christi Jo Christian
Its: Chief Manager
Tina Allard, City Clerk
2022
Date:
2022
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LEASE AGREEMENT
This LEASE AGREEMENT ("Lease") is made and effective as of , 2022, by
and between the CITY OF ELK RIVER, a Minnesota municipal corporation (hereinafter referred
to as the "Landlord"), iBackCheck, PLLC, a Minnesota professional limited liability corporation,
d/b/a as iBackCheck Sport Therapy (hereinafter referred to as the "Tenant").
The Landlord and Tenant hereby agree as follows:
ARTICLE 1 — LEASED PREMISES
Subject to the terms, covenants and conditions of this Lease, Landlord does hereby lease
and let unto Tenant, and Tenant does hereby hire, lease and take from Landlord, space in the
building ("Building") located on the Property owned by Landlord located at 1000 School Street;
Elk River, MN 55330, identified as "Sport Therapy Facility" on Exhibit "A" attached hereto, and
incorporated herein, (hereinafter referred to as the "Leased Premises"). Tenant agrees to take and
does take the Leased Premises in its "as is" condition. The Building and the Property are known
as and hereinafter jointly referred to as the "Community Center".
ARTICLE 2— TERM OF LEASE
A. The term of this Lease shall be for 60 months as set forth on the Reference Page
(hereafter referred to as the "Initial Term") upon the rentals and subject to the conditions set forth
in this Lease, and the Exhibits attached hereto. The Commencement Date and the Termination
Date are speci�cally subjectto the provisions of Article 6 hereof.
B. Tenant shall, provided this Lease is in full force and effect and Tenant is not in
Default under any of the other terms and conditions of this Lease at the time of noti�cation, have
the option to renew ("Renewal Option") this Lease for a term of �ve (5) years ("Renewal Term")
on the same terms and conditions set forth in this Lease, except as modified by the terms, covenants
and conditions as set forth below:
l. If Tenant elects to exercise the Renewal Option, then Tenant shall provide
Landlord with written notice no earlier than a date which is one year prior to the Termination
Date of the this Lease but no later than a date which is ninety (90) days prior to the
Termination Date. If Tenant fails to provide such notice, Tenant shall ha�e no further or
additional right to extend or renew the Lease. The notice shall be given in the manner
provided in this Lease for the giving of notices to Landlord.
2. The monthly Rent for the first (lst) year of the Renewal Term shall be Five
Thousand Two Hundred Eight-Two Dollars and 81/100 ($5282.81), subject to annual
increases as provided in Article 4-Rent, along with any Additional Rent that is due under the
terms of this Lease.
3. The Renewal Option is not transferable and the parties acknowledge and
agree that they intend that the aforesaid Renewal Option of this Lease shall be "personal" to
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Tenant as set forth above and that in no event will any assignee or sublessee ha�e any rights
to exercise the aforesaid option to renew.
4. If the Renewal Option provided for above is exercised, Tenant shall have no
further right to extend the Term of the Lease.
ARTICLE 3 - USE
A. The Leased Premises shall be used by the Tenant solely for the purpose set forth on
the Reference Page (the "Authorized Business") during the Term of this Lease and for no other
purpose whatsoever without the prior written consent of the Landlord. Tenant shall apply for all
such licenses, permits and approvals necessary for it to conduct the Authorized Business within
the Leased Premises, and shall diligently pursue such applications, and take all reasonable actions
within its control to obtain such licenses, permits and approvals. The obtaining and retaining of
such licenses shall be Tenant's sole responsibility, the failure of which shall be deemed a Default
hereunder.
B. The Leased Premises shall not be used in violation of any applicable federal, state,
or local law, ordinance, rule, or regulation, and Tenant shall comply with the same at its sole cost
and expense.
C. During the entire Term, Tenant will continuously conduct the Authorized Business
within the Leased Premises.
D. Notwithstanding anything to the contrary herein, the Tenant, its members,
employees, agents and invitees shall have the reasonable non-exclusive right to use the Common
Areas (as hereinafter de�ned) of the Property and the Building with the Landlord, its employees,
agents and invitees, as may from time to time exist, including but not limited to the parking
facilities, sidewalks driveways, access ways, common hallways, walkways, landscaped areas and
public restrooms as shown on Exhibit "B" ("Common Areas") and the Landlord shall have the
full control, management and direction of the Common Areas. Tenant shall have no right to access
the ice arena or recreation center as shown on Exhibit B("City Premises"), except as authorized
by the Landlord for other public users. The Landlord reserves the right at any time and from time
to time to reduce, increase, enclose or otherwise change the size, location, layout and nature of the
Common Areas. Tenant shall not use the Community Center walkways, sidewalks, common
hallways and parking area adjacent to the Leased Premises, or other parts of the Common Areas
forming part of the Community Center, for business purposes (including, without limitation, the
distribution of handbills or advertising of any type), except for ingress and egress to the Building
and for parking, without the prior written consent of Landlord, which consent may be withheld or
denied for any or no reason.
E. Tenant covenants and agrees that Tenant, its agents, licensees and invitees shall not
handle, use, manufacture, store or dispose of any flammables, explosives, radioactive materials,
hazardous wastes or materials (as may be defined by Federal or Staxe Law), toxic wastes or
materials, petroleum products, or other similar substances or derivatives thereof (collectively
"Hazardous Materials"), on, under, or about the Leased Premises or the Property, without
Landlord's prior written consent (which consent may be withheld or denied for any or no reason);
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provided, however, that Tenant may handle, store, or use products containing small quantities of
Hazardous Materials, which products are of a type customarily found in office buildings and/or
schools (such as cleaning fluid, cleaning supplies and the like). If Tenant's handling (including
transportation to and from the Leased Premises), storage, use or disposal of any such Hazardous
Materials on or from the Leased Premises results in the contamination of the Leased Premises, the
soil or surface or ground water of the Property, or loss or damage to persons or property, then
Tenant agrees to: 1) notify Landlord immediately of any contamination, claim of contamination,
loss or damage, 2) after consultation with Landlord, clean up the contamination in full compliance
with all applicable statutes, regulations and industry standards and 3) indemnify, defend and hold
Landlord harmless from and against any claims, suits, causes of action, costs and fees, including
attorneys' fees, arising from or connected with any such contamination, claim of contamination,
loss or damages. The provisions of this paragraph shall survive the expiration or earlier termination
of this Lease. Any and all consents of Landlord pursuant to this paragraph must be in writing
signed by both Landlord and Tenant.
F. Tenant shall not perform any act or carry on any practice that may injure the Leased
Premises or any other part of the Property, or that may cause any offensive odors, and in no event
shall any offensive odors be emitted from the Leased Premises. Landlord acknowledges and agrees
that as part of the Authorized Use, Tenant and its invitees, employees may, from time to time, play
music, conduct weight lifting, and operate other exercise equipment in support of the Authorized
Use. Notwithstanding the foregoing, Tenant acknowledges and agrees that (1) there are other
tenant(s), their employees and/or customers of the Community Center, and (2) Tenant shall make
best efforts to not conduct the Authorized Use in such a manner that creates a menace, causes a
nuisance or that in any way materially affects or interferes with the quiet use and enjoyment of
another tenant or patrons of the other tenants.
G. Tenant shall not use the name of the City of Elk River, Community Center or the
Furniture and Things Community Event Center directly or indirectly in connection with the
Tenant's business, except as a part of the Tenant's address and except in connection with Tenant's
advertising of its business address. The Landlord reserves the right to change the name of the
Community Center at any time and the provisions of this paragraph shall apply to any name
changes of the Community Center. Landlord hereby consents to Tenant's use of the Furniture and
Things Community Event Center's name as set forth on the Reference Page in connection with its
Authorized Business, but only in connection with its business operations within the Leased
Premises.
H. Tenant agrees that it and its guests, employees, contractors, invitees and all others
connected with the Tenant's operations at the Leased Premises shall abide by all reasonable rules
and regulations from time to time established by the Landlord by written notice to the Tenant with
respect to the Community Center and/or the Common Area portions thereof.
L Tenant shall always conduct its operations in the Leased Premises under its present
trade name, unless the Landlord shall otherwise consent in writing to a different name, which
consent shall not be unreasonably withheld by Landlord.
J. Tenant shall keep the Leased Premises, including all interior window, clean and in
an orderly and presentable manner.
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K. Tenant shall keep all trash, refuse, and the like in covered metal or plastic cans, which
cans shall be kept within the Leased Premises at all times, unless an exterior storage area is
specifically designated for Tenant's use by Landlord in which event the Tenant shall deposit all
trash, refuse and the like in the exterior storage area.
L. The Tenant shall not place on the exterior or interior of the Leased Premises or on
the Properry (including, but without limitation, windows, doors, and entrance lobbies) any signs
other than those which comply with all city sign ordinances, including replacements thereof.
M. Tenant shall ensure that the Leased Premises are secure at all times.
ARTICLE 4 — RENT
A. Rent. Tenant agrees to pay to Landlord as rent (hereinafter called "Rent") for the
Leased Premises, without notice, setoff or demand, except as specifically set forth herein, monthly
Rent in the amount of Four Thousand Five Hundred Fifty-Seven and No/100 Dollars ($4,557.00)
subject to the adjustments, as hereinafter set forth, for each month during the Lease Term, said
monthly installments to be due and payable by Tenant in advance on the first day of each calendar
month during the Term of this Lease, or any extension or renewal thereof, at the office of Landlord
set forth in this Lease or at such other place as Landlord may designate in writing.
B. Reduced Rent. Subject to the requirements under Article 6, Rent shall be reduced
to One Thousand and No/100 Dollars ($1,000.00) during the Move-In Period.
C. Increase in Rent. The Rent set forth above shall be increased on the lst day of the
second year of the Term of the Lease and the first day of each subsequent year of this Lease by
three percent (3%).
D. Rent Credit. Landlord agrees to provide an allowance for Tenant Improvements,
as further described in Article 5, in the amount of $50,000 or 20% of Tenant Improvement Costs
as further defined in Article 5, or $50,000, whichever is less. If the Rent Credit is $50,000, it will
be applied as follows: $1,754.39 each month to Months 4-6 of the Lease Term and $877.19 each
month to Months 7-57 of the Lease Term. If the Rent Credit is less than $50,000, the difference
between $50,000 and 20% of the Tenant Improvement Costs (the "Adjusted Rent Credit",) then
the Adjusted Rent Credit") will adjust the previous calculation by reducing the credit each month
over 12 months beginning with the 4th Month of Lease based on the 1/12 of the Adjusted Rent
Credit.
E. Additional Rent. In addition to the Rent set forth above, Tenant agrees to timely
pay its pro rata share of any real estate taxes or personal property taxes in lieu of real estate taxes
required by any governmental body having jurisdiction over the Property as a result of this Lease.
F. Late Rent. Tenant recognizes that late payment of Rent or any other sum due under
this Lease will result in administrative expense to the Landlord, the extent of which additional
expense is extremely difficult and economically impractical to ascertain. Tenant therefore agrees
that if rent or any other sum is not paid when due and payable pursuant to this Lease, a late charge
shall be imposed in an amount equal to the greater of: (a) One Hundred Dollars ($100.00), or (b)
a sum equal to five percent (5%) per month of the unpaid rent or other payment. The amount of
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the late charge to be paid by Tenant shall be reassessed and added to Tenant's obligation for each
successive monthly period until paid. The provisions of this Section does not relieve Tenant of the
obligation to pay Rent, Additional Rent or other payments on or before the date on which they are
due, nor do the terms of this Section in any way affect Landlord's remedies pursuant to Article 20
of this Lease in the event Rent or other payment is unpaid after date due.
G. Securitv De�osit. Tenant shall deposit the Security Deposit, if any is listed on the
Reference Page, with Landlord upon the execution of this Lease. Said sum shall be held by
Landlord as security for the faithful performance by Tenant of all the terms, covenants and
conditions of this Lease to be kept and performed by Tenant and not as an advance rental deposit
or as a measure of Landlord's damage in case of Tenant's Default. If Tenant Defaults with respect
to any provision of this Lease, Landlord may use any part of the Security Deposit for the payment
of any Rent or any other sum in default, or for the payment of any amount which Landlord may
spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for
any other loss or damage which Landlord may suffer by reason of Tenant's Default. If any portion
is so used, Tenant shall within five (5) days after written demand therefor, deposit with Landlord
an amount suf� cient to restore the Security Deposit to its original amount, and Tenant's failure to
do so shall be a material breach of this Lease. Except to such extent, if any, as shall be required
by law, Landlord shall not be required to keep the Security Deposit separate from its general
funds, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and
faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant within thirty (30) days after the termination of this
Lease.
ARTICLE 5 - CONSTRUCTION
Tenant agrees to take and shall take the Leased Premises in its "as is" condition; except for
those alterations, if any, set forth speci�cally as Landlord's responsibilities on Exhibit "C"
("Landlord's Work"). The Landlord's Work may be performed during the "Move-in-Period" (as
de�ned in Article 6 below) and Tenant hereby grants to Landlord the right and license to enter the
Leased Premises for purposes of doing Landlord's Work Any improvements to the Leased Premises
other than the Landlord's Work shall be made by Tenant ("Tenant's Work"), as defined in Exhibit
"C", at the sole cost and expense of Tenant ("Tenant's Improvement Cost"), subject to all other
provisions of this Lease, including compliance with all applicable governmental laws, ordinances
and regulations.
ARTICLE 6— POSSESSION AND MOVE-IN PERIOD
Except as otherwise provided, Landlord shall deliver possession of the Leased Premises on
the Possession Date set forth on the Reference Page to allow Tenant to install trade �xtures and
equipment and to construct Tenant's Improvements, as hereinafter defined ("Move-in Period"), but
such delivery of possession prior to the above speci�ed date for commencement of the Term shall
not affectthe Termination Date of this Lease. Failure of Landlord to deliver possession of the Leased
Premises by the Possession Date, due to acts of God, shall automatically postpone the
Commencement Date of this Lease and shall extend the Termination Date by periods equal to those
which shall ha�e elapsed between and including the date hereinabove speci�ed for commencement
of the Move-in Period and the date on which possession of the Leased Premises is delivered to the
Tenant. Tenant's occupancy during the Move-in Period shall in all respects be the same as that of the
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Tenant under this Lease, with the exception of the payment of Rent, which shall be reduced as
provided under Article 4 during the Move-In Period, subject to the requirements of this Article. The
reduced Rent for the Move-In Period shall terminate upon the earlier of the following (i) the date
Tenant's commencement of its business operations or (ii) August 2, 2022. Tenant shall provide
Landlord with notice of the date �liat Tenant commences its business operations, immediately upon
commencement of business operations. During the Move-in Period, Landlord shall ha�e no
responsibility or liability for loss or damage to fixtures, facilities or equipment installed or left within
the Leased Premises. Tenant's Improvements shall be completed within 90 days of commencement
of this Agreement, except that an extension of 60 days may be approved by the Landlord due to
delay or suspension of Tenant's Improvements resulting from fires, strikes, acts of God, and other
causes beyond the control of the Tenant.
ARTICLE 7- UTILITIES AND SERVICE
A. Tenant agrees to maintain and clean the Leased Premises and keep the same in a
sanitary and orderly manner. Tenant shall provide its own trash removal to dumpsters provided by
Landlord within the grounds of the Community Center recycling (to collection points within the
Community Center). Should Tenant fail to clean and maintain the Leased Premises and remove
trash therefrom as required herein, Landlord shall have the right to complete such services and
charge Tenant such costs as Additional Rent.
B. Landlord agrees to provide the existing heating, ventilating and air conditioning
units ("HVAC") currently serving the Leased Premises, which shall be maintained by Landlord,
at Landlord's sole cost and expense. Improvements to HVAC and all other utility systems within
the Leased Premises are considered Tenant Improvements under Article 6. The Landlord shall
replace all lights in the Building including the Leased Premises, as needed, and shall provide the
following Utilities: electricity, gas, sewer and water, pest and vermin control, and shall perform
maintenance and other services from time to time, as is necessary and appropriate to ensure that
the Leased Premises is kept lighted, dry, and safe. The Tenant's proportionate share of the Utilities
are included in the monthly Rent paid by Tenant. Tenant agrees that its use of utility services
stated herein will be in alignment with the Authorized Use stated on the Reference Page, and
unreasonable or excessive use of utilities may be billed to the Tenant.
C. No temporary interruption or failure of such services incidental to the making of
repairs, alterations or improvements, or due to accidents or strike or conditions or events not under
Landlord's control shall be deemed as an eviction of the Tenant or relieve the Tenant from any of
the Tenant's obligations hereunder, however in the event that Landlord fails to repair or diligently
pursue performance of its obligations under this Lease, upon fifteen (15) days' notice to Landlord,
Tenant may avail itself of self-help in order to repair or perform and for which Tenant will receive
a reasonable accommodation in reduction of rent.
ARTICLE 8- NON-LIABILITY OF LANDLORD
Except in the event of gross negligence or willful misconduct of Landlord, its agents,
employees or contractors, Landlord shall not be liable for any loss or damage for failure to furnish
heat, air conditioning, electricity, water, sprinkler system, sewer or gas service. Landlord shall not
be liable for personal injury, death or any damage from any cause about the Leased Premises or
the Community Center except if caused by Landlord's gross negligence or willful misconduct.
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ARTICLE 9- CARE OF LEASED PREMISES AND EQUIPMENT
A. Tenant agrees:
l. To keep the Leased Premises in as good condition and repair as they were
in at the time Tenant took possession of same, reasonable wear and tear and damage from
fire and other casualty for which insurance is normally procured excepted;
2. To keep the Leased Premises in a safe, clean and sanitary condition,
including (i) all bathrooms and showers, floors (washing, mopping, sweeping, dusting or
vacuuming), toilets and sinks, empty all wastepaper receptacles; and (ii) the floors
(vacuuming, sweeping and/or dusting and washing and/or mopping as needed); and in
compliance with all applicable laws, ordinances, rules and regulations of governmental
authority, or of any company or companies insuring against losses resulting from damage
or destruction to the Community Center or from personal injuries, deaths or property
damage occurring in, on or about the Community Center;
3. Not to commit any nuisance or waste on the Leased Premises, overload the
electrical, water and/or plumbing facilities in the Leased Premises or Community Center
throw foreign substances in plumbing facilities, or wastefully use any of the utilities
furnished by Landlord;
4. To abide by such rules and regulations as may from time to time be
reasonably promulgated by Landlord; and
5. That, except as otherwise provided in this Article, those portions of the
Leased Premises including, but not limited to, lighting, plumbing, electrical, gas or HVAC
equipment, and other mechanical equipment requiring maintenance or repair, shall at all
times be maintained and repaired by Landlord in accordance with all laws, directions, rules
and regulations of regulatory bodies or officials having jurisdiction in that regard provided,
however, the repairs and/or maintenance of any portion of the Leased Premises or the
Building including, but not limited to, light fixtures, the plumbing, electrical, gas or HVAC
equipment, that are caused by the acts of the Tenant, its members, employees, contractors,
or other invitees, the Tenant shall repair the same at Tenant's sole cost and expense. The
Tenant shall restore all light fixtures, plumbing, electrical, gas or HVAC equipment to the
condition it was in immediately prior to the time that the foregoing was damaged.
B. If Tenant shall fail to keep and preserve the Leased Premises in the state of
condition required by the provisions of this Lease, Landlord may at its option put or cause the
same to be put into the condition and state of repair agreed upon, and in such case the Tenant, on
demand, shall pay the cost thereof, as Additional Rent.
ARTICLE 10 - NON-PERMITTED USE
Tenant agrees to use the Leased Premises only for the Authorized Business purpose. Tenant
further agrees not to commit or permit any act to be performed on the Leased Premises or any
omission to occur which shall be in violation of any statute, regulation or ordinance of any
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governmental body or which will increase the insurance rates on the Community Center or which
will be in violation of any insurance policy carried on the Community Center by the Landlord.
Tenant, at its expense, shall comply with all governmental laws, ordinances, rules and regulations
applicable to the use of the Leased Premises and its occupancy and shall promptly comply with all
governmental orders, rulings and directives for the correction, prevention and abatement of any
violation upon, or in connection with, the Leased Premises or Tenant's use or occupancy of the
Leased Premises, including the making of any alterations or improvements to the Leased Premises,
all at Tenant's sole cost and expense.
ARTICLE 11 - INSPECTION
The Landlord, its employees or agents shall have the right without any diminution of rent
or other charges payable hereunder by Tenant to enter the Leased Premises at all reasonable times
for the purpose of exhibiting the Leased Premises to prospective tenants or purchasers and/or
inspection, cleaning, repairing, testing, altering or improving the same or said Community Center,
but nothing contained in this Article shall be construed so as to impose any obligation on the
Landlord to make any repairs, alterations or improvements. Access by Landlord to the Leased
Premises shall be preceded by 24 hours written or verbal notice by Landlord to Tenant, except in
the event of an emergency.
ARTICLE 12 —ALTERATIONS
Tenant will not make any alterations, repairs, additions or improvements in or to the Leased
Premises or add, disturb or in any way change any locks, plumbing or wiring therein without the
prior written consent of the Landlord, which consent shall not be unreasonably withheld or
delayed, if such alterations, repairs, additions or improvements are required of Tenant or are the
obligation of Tenant pursuant to this Lease. All such work shall comply with all applicable
governmental laws, ordinances, rules and regulations. The Landlord as a condition to said consent
may require a surety performance and/or payment bond from the Tenant for said actions. Tenant
agrees to indemnify and hold Landlord free and harmless from any liability, loss, cost, damage or
expense (including attorneys' fees) by reason of any said alteration, repairs, additions or
improvements.
ARTICLE 13 - SIGNS
Upon request by Tenant, Landlord agrees to allow reasonable Tenant signage on the
building and on an area identification sign in the event such a sign is installed on the Property,
subject to other agreement(s) the Landlord has in place with the Elk River School District. Tenant
shall at all times keep all signs in accordance with city ordinances and otherwise in good condition,
proper operating order and in accordance with all applicable government regulations, including
zoning approvals. Use of the roof of the Leased Premises is reserved to Landlord, and Landlord
may install upon the roof equipment, signs, antennas, displays and other obj ects and may construct
additional stories above the Leased Premises, provided any such use does not unreasonably
interfere with Tenant's occupancy of the Leased Premises. Upon termination of this Lease, Tenant
shall remove any signs and repair any damage to the Community Center caused by the installation
and removal thereof, or, at Landlord's option, such signs shall become part of the realty and belong
to Landlord without compensation to Tenant with title passing to Landlord under this lease as by
a bill of sale. Tenant agrees that no other signs or other advertising materials shall be erected,
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attached or affixed to any portion of the interior or exterior of the Leased Premises or the
Community Center without the express prior written consent of Landlord.
ARTICLE 14 — USE OF COMMON AREAS
A. Tenant, and its members, licensees, employees, invitees and customers shall have
the reasonable non-exclusive right to use the East Entrance Vestibule, in common with the
Landlord and any future tenants of the Community Center and other persons entitled to use the
same. Landlord may temporarily close parts of the East Entrance Vestibule for such periods of
time as may be necessary for (i) temporary use as a work area in connection with the construction
or repair of the Building or other improvements within the Community Center or contiguous
property, (ii) repairs or alterations in or to the Community Center or to any utility type facilities,
(iii) preventing the public from obtaining prescriptive rights in or to the Community Center, (iv)
security reasons, or (v) doing and performing such other acts as in the use of good business
judgment Landlord shall determine to be appropriate for the Community Center; provided
however, that Landlord shall use reasonable efforts not to unduly interfere with or disrupt Tenant's
business. Landlord shall have the right at any time to change the name, number or designation by
which the Community Center is commonly known. Tenant's use of the Common Areas shall be
subject to such rules and regulations as may from time to time be made by Landlord for the safety,
comfort and convenience of the owners, occupants, tenants and invitees of said Community
Center. Tenant agrees that no awnings, curtains, drapes or shades shall be used upon the Leased
Premises except as may be approved by Landlord.
B. Landlord and Tenant agree that Landlord will not be responsible for any loss, theft
or damage to vehicles, or the contents thereof, parked or left in the Common Areas, and Tenant
agrees to so advise its employees, visitors or invitees who may use such parking areas. The parking
areas shall include those areas designated by Landlord, in its sole discretion, as either restricted or
unrestricted parking areas. Tenant further agrees not to use or permit its employees, visitors or
invitees to use the parking areas for overnight storage of vehicles.
C. Landlord and Tenant agree that the Landlord shall set aside Five (5) dedicated
parking spots for use by Tenant, its staff and invitees.
ARTICLE 15 - ASSIGNMENT AND SUBLETTING
A. Tenant agrees that Tenant does not have the right to assign, sublet, license,
mortgage or encumber this Lease, the Leased Premises, or any part thereof, whether by voluntary
act, operation of law, or otherwise, without the specific prior written consent of Landlord in each
instance. If Tenant is a corporation, a limited liability company or a partnership, the transfer of a
controlling interest of Tenant shall be considered an assignment of this Lease for purposes of this
Article. Consent by Landlord in one such instance shall not be a waiver of Landlord's rights under
this Article as to requiring consent for any subsequent instance. In the event Tenant desires to
sublet a part or all of the Leased Premises, or assign this Lease, Tenant shall give written notice to
Landlord at least thirty (30) days prior to the proposed subletting or assignment, which notice shall
state the name of the proposed subtenant or assignee, the terms of any sublease or assignment
documents and copies of financial reports or other relevant financial information of the proposed
subtenant or assignee. At Landlord's option, any and all payments by the proposed assignee or
sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any
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event no subletting or assignment shall release Tenant of its obligation to pay the rent and to
perform all other obligations to be performed by Tenant hereunder for the Term of this Lease. The
acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by
Landlord of any provision hereof. At Landlord's option, Landlord may terminate the Lease in lieu
of giving its consent to any proposed assignment of this Lease or subletting of the Leased Premises
(which termination may be contingent upon the execution of a new lease with the proposed
assignee or subtenant).
B. In no event shall Landlord be required to consent to any assignment or sublease by
Tenant or any person holding an interest in the leasehold under or through Tenant unless Landlord
is provided adequate assurances in Landlord's sole opinion that:
1. The source of rent and other consideration due under this Lease, and in the
case of a transfer, that the �nancial condition and operating performance of the proposed
assignee and its guarantors, if any, shall be equal to or greater than the financial condition
and operating performance of the Tenant or such other persons and its guarantors, if any,
as of the time the Tenant became the lessee under this Lease;
2. That the transfer of this Lease is subject to all the provisions hereof,
including, but not limited to, provisions such as a radius, location, use or exclusivity
provision, and will not breach any such provision contained in any other lease, financing
agreement or master agreement relating to the Community Center;
3. That the transfer of this Lease will not disrupt any Tenant mix or balance in
the Community Center;
4. That the proposed transferee agrees to assume the obligations under this
Lease;
5. That the proposed transferee has not less than five (5) years' experience in
operations similar to the Authorized Business being operated within the Leased Premises;
6. Any payments to be made by the proposed transferee shall, at Landlord's
option, be paid directly to Landlord;
7. Tenant agrees to continue to be bound by the terms of the Lease
notwithstanding any modi�cation or amendments to this Lease; provided such
modifications or amendments do not increase the length of the Term or the rental
obligations hereunder.
B. Landlord's right to assign this Lease is and shall remain unqualified upon any sale
or transfer of the Community Center and, providing the purchaser succeeds to the interests of
Landlord under this Lease; Landlord shall thereupon be entirely freed of all obligations of
Landlord hereunder and shall not be subject to any liability resulting from any act or omission or
event occurring after such conveyance.
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ARTICLE 16 - LOSS BY CASUALTY
If the Community Center is damaged or destroyed by �re or other casualty, Landlord or
Tenant shall have the right to terminate this Lease, provided it gives written notice thereof to the
other party within ninety (90) days after such damage or destruction. If a portion of the Leased
Premises is damaged by fire or other casualty, and neither party elects to terminate this Lease, the
Landlord shall, at its expense, restore the Leased Premises to as near the condition which existed
immediately prior to such damage or destruction, as reasonably possible, and the rentals shall abate
during such period of time as the Leased Premises are untenantable, in the proportion that the
untenantable portion of the Leased Premises bears to the entire Leased Premises.
ARTICLE 17 - WAIVER OF SUBROGATION
Landlord and Tenant hereby release the other from any and all liability or responsibility to
the other or anyone claiming through or under them by way of subrogation or otherwise for any
loss or damage to property caused by �re or any of the extended coverage or supplementary
contract casualties, even if such fire or other casualty shall have been caused by the fault or
negligence of the other party, or anyone for whom such parry may be responsible; provided
however, that this release shall be applicable and in force and effect only with respect to loss or
damage occurring during such times as the releasing party's policies shall contain a clause or
endorsement to the effect that any such release would not adversely affect or impair said policies
or prejudice the right of the releasing party to recover thereunder. Landlord and Tenant agree that
they will request their insurance carriers to include in their policies such a clause or endorsement.
If extra cost shall be charged therefor, each party shall advise the other of the amount of the extra
cost, and the other parry, at its election, may pay the same, but shall not be obligated to do so.
ARTICLE 18 - EMINENT DOMAIN
If the entire Community Center is taken by eminent domain, this Lease shall automatically
terminate as of the date of taking. If a portion of the Community Center is taken by eminent
domain, the Landlord shall have the right to terminate this Lease, provided it gives written notice
thereof to the Tenant within ninety (90) days after the date of taking. If a portion of the Leased
Premises is taken by eminent domain and this Lease is not terminated by Landlord, the Landlord
shall, at its expense, restore the Leased Premises to as near the condition which existed
immediately prior to the date of taking as reasonably possible, and the rentals shall abate during
such period of time as the Leased Premises are untenantable, in the proportion that the untenantable
portion of the Leased Premises bears to the entire Leased Premises. All damages awarded for such
taking under the power of eminent domain shall belong to and be the sole properiy of Landlord,
irrespective of the basis upon which they are awarded; provided, however, that nothing contained
herein shall prevent Tenant from making a separate claim to the condemning authority for its
moving expenses and trade fixtures. For purposes of this Article, a taking by eminent domain shall
include Landlord's giving of a deed under threat of condemnation.
ARTICLE 19 - SURRENDER
On the last day of the Term of this Lease or on the sooner termination thereof in accordance
with the terms hereof, Tenant shall peaceably surrender the Leased Premises in good condition
and repair consistent with Tenant's duty to make repairs as provided in Article 9 hereof. On or
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before said last day, Tenant shall at its expense remove all of its equipment from the Leased
Premises, repairing any damage caused thereby, and any property not removed shall be deemed
abandoned. All alterations, additions and fixtures other than Tenant's trade fixtures, which have
been made or installed by either Landlord or Tenant upon the Leased Premises shall remain as
Landlord's property and shall be surrendered with the Leased Premises as a part thereof, or shall
be removed by Tenant, at the option of Landlord, in which event Tenant shall at its expense repair
any damage caused thereby. It is specifically agreed that any and all telephonic, coaxial , or other
computer, word processing, facsimile, or electronic wiring installed by Tenant within the Leased
Premises (hereafter "Wiring") shall be removed at Tenant's cost at the expiration of the Term,
unless Landlord has speci�cally requested in writing that said Wiring shall remain, whereupon
said Wiring shall be surrendered with the Leased Premises as Landlord's property. If the Leased
Premises are not surrendered at the end of the Term or the sooner termination thereof, Tenant shall
indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the
Leased Premises, including, without limitation, claims made by any succeeding tenant founded on
such delay. Tenant shall promptly surrender all keys for the Leased Premises to Landlord at the
place then fixed for payment of rental and shall inform Landlord of combinations on any locks and
safes on the Leased Premises.
ARTICLE 20 - NONPAYMENT OF RENT, DEFAULTS
If any one or more of the following events shall occur, it shall be a"Default" under the
terms of this Lease: (1) a rent payment or any other payment due from Tenant to Landlord shall
be and remain unpaid in whole or in part for more than ten (10) days after same is due and payable;
(2) Tenant shall violate or default on any of the other covenants, agreements, stipulations or
conditions herein, or in any parking agreement(s) or other agreements between Landlord and
Tenant relating to the Leased Premises, and such violation or default shall continue for a period of
ten (10) days after written notice from Landlord of such violation or default; or (3) if Tenant shall
commence or have commenced against Tenant proceedings under a bankruptcy, receivership,
insolvency or similar type of action instituted by or against Tenant, then it shall be optional for
Landlord, without further notice or demand, to cure such default or to declare this Lease forfeited
and the Term hereof ended, or to terminate only Tenant's right to possession of the Leased
Premises, and to reenter the Leased Premises, with or without process of law, using such force as
may be necessary to remove all persons or chattels therefrom, and Landlord shall not be liable for
damages by reason of such reentry or forfeiture; but notwithstanding reentry by Landlord or
termination only of Tenant's right to possession of the Leased Premises, the liability of Tenant for
the Rent and all other sums provided herein shall not be relinquished or extinguished for the
balance of the Term of this Lease, and Landlord shall be entitled to sue Tenant for all sums due
under this Lease or which become due prior to judgment, but such suit shall not bar subsequent
suits for any further sums coming due thereafter. Tenant shall be responsible for, in addition to the
Rent due and other sums agreed to be paid hereunder, the cost of any necessary maintenance,
repair, restoration, reletting (including related cost of removal or modi�cation of Tenant
Improvements) or cure, as well as reasonable attorneys' fees incurred or awarded in any suit or
action instituted by Landlord to enforce the provisions of this Lease, regain possession of the
Leased Premises, or the collection of the Rents due Landlord hereunder. Tenant agrees to pay
interest at the highest permissible rate of interest allowed under the usury statutes of the State of
Minnesota, or in case no such maximum rate of interest is provided, at the rate of nine percent
(9%) per annum, on all Rents and other sums due Landlord hereunder notpaid within ten (10) days
from the date same become due and payable. Each right or remedy of Landlord provided for in
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this Lease shall be cumulative and shall be in addition to every other right or remedy provided for
in this Lease now or hereafter existing at law or in equity or by staxute or otherwise.
ARTICLE 21 - LANDLORD' S DEFAULT
Landlord shall not be deemed to be in default under this Lease until Tenant has given
Landlord written notice specifying the nature of the default and Landlord does not cure such
default within thirry (30) days after receipt of such notice or within such reasonable time thereafter
as may be necessary to cure such default where such default is of such a character as to reasonably
require more than thirry (30) days to cure.
ARTICLE 22 - HOLDING OVER
Tenant will, at the expiration of this Lease, whether by lapse of time or termination, give
up immediate possession to Landlord. If Tenant fails to give up possession the Landlord may, at
its option, serve written notice upon Tenant that such holdover constitutes any one of the following
(i) renewal of this Lease for one year, and from year to year thereafter, or (ii) creation of a month-
to-month tenancy, or (iii) creation of a tenancy at sufferance. If Landlord does not give said notice,
Tenant's holdover shall create a tenancy at sufferance. In any such event the tenancy shall be upon
the terms and conditions of this Lease, except that the Rent shall be double the Rent Tenant was
obligated to pay Landlord under this Lease immediately prior to termination (in the case of tenancy
at sufferance such Rent shall be prorated on the basis of a 365 day year for each day Tenant remains
in possession); excepting further that in the case of a tenancy at sufferance, no notices shall be
required prior to commencement of any legal action to gain repossession of the Leased Premises.
In the case of a tenancy at sufferance, Tenant shall also pay to Landlord all damages sustained by
Landlord resulting from retention of possession by Tenant. The provisions of this paragraph shall
not constitute a waiver by Landlord of any right of reentry as otherwise available to Landlord; nor
shall receipt of any rent or any other act in apparent af�rmance of the tenancy operate as a waiver
of the right to terminate this Lease for a breach by Tenant hereof.
ARTICLE 23 - SUBORDINATION
Tenant agrees that this Lease shall be subordinate to any mortgage(s) that may now or
hereafter be placed upon Community Center or any part thereof, and to any and all advances to be
made thereunder, and to the interest thereon, and all renewals, replacements, and extensions
thereof, provided the mortgagee named in such mortgage(s) shall agree to recognize this Lease or
Tenant in the event of foreclosure provided the Tenant is not in default. In confirmation of such
subordination, Tenant shall promptly execute and deliver any instrument, in recordable form, as
required by Landlord's mortgagee. In the event of any mortgagee electing to have the Lease a prior
encumbrance to its mortgage, then and in such event upon such mortgagee notifying Tenant to that
effect, this Lease shall be deemed prior in encumbrance to the said mortgage, whether this Lease
is dated prior to or subsequent to the date of said mortgage.
ARTICLE 24 - INDEMNITY, INSURANCE AND SECURITY
A. Tenant will keep in force at its own expense for so long as this Lease remains in
effect public liability insurance with respect to the Leased Premises in which Landlord shall be
named as an additional insured, in companies and in form acceptable to Landlord with a minimum
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combined limit of liability of Three Million ($3,000,000). Said insurance shall also provide for
contractual liability coverage by endorsement. Tenant shall further provide for business
interruption insurance to cover a period of not less than six (6) months. Tenant will further deposit
with Landlord the policy or policies of such insurance or certificates thereof, or other acceptable
evidence that such insurance is in effect, which evidence shall provide that Landlord shall be
notified in writing thirty (30) days prior to cancellation, material change, or failure to renew the
insurance. Tenant further covenants and agrees to indemnify and hold Landlord and Landlord's
manager of the Community Center harmless for any claim, loss or damage, suffered by Landlord,
Landlord's manager or Landlord's other tenants caused by: i) any act or omission by Tenant,
Tenant's students, employees; ii) the conduct or management of any work or thing whatsoever
done by Tenant in or about the Leased Premises or from transactions of the Tenant concerning the
Leased Premises; or iii) Tenant's failure to comply with any and all governmental laws, rules,
ordinances or regulations applicable to the use of the Leased Premises and its occupancy. If Tenant
shall not comply with its covenants made in this Article 24, Landlord may, at its option, cause
insurance as aforesaid to be issued and in such event Tenant agrees to pay the premium for such
insurance promptly upon Landlord's demand. Notwithstanding the foregoing, Tenant shall not sell
or dispense beer, wine, liquor or any other alcoholic beverages from the Leased Premises without
the prior consent of Landlord, which consent Landlord may grant or withhold for any or no reason.
B. Tenant shall be responsible for the security and safeguarding of the Leased
Premises and all property kept, stored or maintained in the Leased Premises. Landlord will make
available to Tenant, at Tenant's request, the plans and specifications for construction of the
Community Center and the Leased Premises that Landlord has (if any). Tenant represents that it
is satisfied that the construction of the Community Center and the Leased Premises, including the
floors, walls, windows, doors and means of access thereto are suitable for the particular needs of
Tenant's business. Tenant further represents that it is satisfied with the security of said Community
Center and Leased Premises for the protection of any property which may be owned, held, stored
or otherwise caused or permitted by Tenant to be present upon the Leased Premises. The placement
and suf�ciency of all safes, vaults, cash or security drawers, cabinets or the like placed upon the
Leased Premises by Tenant shall be at the sole responsibility and risk of Tenant. Tenant shall
maintain in force throughout the Term, insurance upon all contents of the Leased Premises,
including that owned by others and Tenant's equipment and any alterations, additions, fixtures, or
improvements in the Leased Premises acknowledged by Landlord to be the Tenant's.
C. Landlord shall carry and cause to be in full force and effect a�re and extended
coverage insurance policy on the Community Center, but not Tenant's merchandise, trade fixtures,
furnishings, operating equipment, wall, floor and window coverings, nor any other contents
owned, leased or otherwise in possession of Tenant.
ARTICLE 25 - NOTICES
All notices from Tenant to Landlord required or permitted by any provisions of this Lease
shall be directed to Landlord postage prepaid, certified or registered mail, at the address provided
for Landlord in the preamble to this Lease or at such other address as Tenant shall be advised to
use by Landlord. All notices from Landlord to Tenant required or permitted by any provision of
this Lease shall be directed to Tenant, postage prepaid, certified or registered mail, at the Leased
Premises and at the address, if any, set forth on the signature page of this Lease. Landlord and
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Tenant shall each have the right at any time and from time to time to designate one (1) additional
party to whom copies of any notice shall be sent.
ARTICLE 26 - APPLICABLE LAW
This Lease shall be construed under the laws of the State of Minnesota.
ARTICLE 27 - MECHANICS' LIEN
In the event any valid and enforceable mechanic's lien shall at any time be filed against the
Leased Premises or any part of Community Center or Property by reason of work, labor, services
or materials performed or furnished to Tenant or to anyone holding the Leased Premises through
or under Tenant, Tenant shall forthwith cause the same to be discharged of record. If Tenant shall
fail to cause such lien forthwith to be discharged within five (5) days after being notified of the
filing thereof, then, in addition to any other right or remedy of Landlord, Landlord may, but shall
not be obligated to, discharge the same by paying the amount claimed to be due, or by bonding,
and the amount so paid by Landlord and all costs and expenses, including reasonable attorneys'
fees incurred by Landlord in procuring the discharge of such lien, shall be due and payable in full
by Tenant to Landlord on demand.
ARTICLE 28 - SECURITY INTEREST
Tenant hereby grants to Landlord a security interest in all goods, chattels, �xtures and
personal properry belonging to Tenant, which now are or may hereafter be placed in the Leased
Premises, to secure all rents due hereunder and all other covenants and obligations of Tenant
hereunder. Tenant hereby acknowledges receipt of a true, full and complete copy of this Lease.
Landlord, in the event of a default by Tenant of any covenant or condition herein contained, may
exercise, in addition to any rights and remedies herein granted, all the rights and remedies of a
secured parry under the Uniform Commercial Code or any other applicable law. Tenant agrees
upon request of Landlord to execute and deliver to Landlord a�nancing statement evidencing such
security interest. A copy of this Lease may be filed as a financing statement.
ARTICLE 29 - BROKERAGE
Each of the parties represents and warrants that there are no claims for brokerage
commissions or finder's fees in connection with this Lease, and agrees to indemnify the other
against, and hold it harmless from all liabilities arising from any such claim, including without
limitation, the cost of attorney's fees in connection therewith.
ARTICLE 30 — ESTOPPEL CERTIFICATES
Each party hereto agrees that at any time, and from time to time during the Term of this
Lease (but not more often than annually), within ten (10) days after request by the other party
hereto, it will execute, acknowledge and deliver to such other party or to any prospective purchaser,
assignee or mortgagee designated by such other party, an estoppel certificate in a form acceptable
to Landlord. Tenant agrees to allow Landlord to review (but not more often than twice in any
calendar year), within �fteen (15) days of request, the then most current financial statements of
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Tenant and any guarantors of this Lease, which shall be certified by Tenant, and if available, shall
be audited and certified by a certified public accountant. Landlord shall keep such financial
statements confidential, except Landlord shall, in confidence, be entitled to disclose such �nancial
statements to existing or prospective mortgagees or purchasers of the Community Center.
ARTICLE 31 - GENERAL
This Lease does not create the relationship of principal and agent or of partnership or of
joint venture or of any association of any kind or nature between Landlord and Tenant, the sole
relationship between Landlord and Tenant being that of landlord and tenant. No waiver of any
default of either party hereunder shall be implied from any omission by that party to take any
action on account of such default if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and that only for the time
and to the extent therein stated. The covenants of Tenant to pay the Rent and the Additional Rental
are each independent of any other covenant, condition, or provision contained in this Lease, except
as provided to the contrary in this Lease. The marginal or topical headings of the several Articles,
paragraphs and clauses are for convenience only and do not de�ne, limit or construe the contents
of such Articles, paragraphs or clauses. All preliminary negotiations are merged into and
incorporated in this Lease. This Lease can only be modified or amended by an agreement in writing
signed by the parties hereto. All provisions hereof shall be binding upon the heirs, successors and
assigns of each party hereto. If any term or provision of this Lease shall to any extent be held
invalid or unenforceable, the remainder shall not be affected thereby, and each other term and
provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. If
Tenant is a corporation or a limited liability company, each individual executing this Lease on
behalf of said corporation or limited liability company represents and warrants that he or she is
duly authorized to execute and deliver this Lease on behalf of said corporation or limited liability
company in accordance with a duly adopted resolution of the Board of Directors of said
corporation or Board of Governors of said limited liability company or in accordance with the
Bylaws of said corporation or limited liability company, and that this Lease is binding upon said
corporation or limited liability company in accordance with its terms. No receipt or acceptance by
Landlord from Tenant of less than the monthly rent herein stipulated shall be deemed to be other
than a partial payment on account for any due and unpaid stipulated rent; no endorsement or
statement of any check or any letter or other writing accompanying any check or payment of rent
to Landlord shall be deemed an accord and satisfaction, and Landlord may accept and negotiate
such check or payment without prejudice to Landlord's rights to (i) recover the remaining balance
of such unpaid rent or (ii) pursue any other remedy provided in this Lease. (Neither party shall
record this Lease or any memorandum thereof, and any such recordation shall be a breach of this
Lease void, and without effect.) Time is of the essence with respect to the due performance of the
terms, covenants and conditions herein contained. Submission of this instrument for examination
does not constitute a reservation of or option for the Leased Premises, and this Lease shall become
effective only upon execution and delivery thereof by Landlord and Tenant.
ARTICLE 32 - EXCULPATION
Landlord's employees and officers and council members shall never be personally liable
for any judgment held by Tenant against Landlord. Tenant's employees, officers and agents shall
never be personally liable for any judgment held by Landlord against Tenant.
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IN WITNESS WHEREOF, this Lease has been duly executed by the parties hereto as
of the day and year indicated above.
LANDLORD:
CITY OF ELK RIVER
:
And:
John J. Dietz, Its Mayor
Tina Allard, City Clerk
TENANT:
IBACKCHECK, PLLC
By:
Name: Christi Jo Christian
Its: Chief Manager
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EXHIBIT "A"
Depiction of Sport Therapy Facility/Leased Premises
21
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Depiction of Common Areas and City Premises
23
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EXHIBIT "C"
TENANT'S WORK
Landlord shall deliver the Leased Premises in "AS IS" condition, except as hereinafter set forth and
Tenant shall take the Leased Premises in its current "AS IS" condition without any other modi� cation
or alterations to be performed by Landlord.
Plans and Speci�cations and/or a description of improvements and/or modi�cations to the Leased
Premises and/or the Property to be made by Landlord (if any) and/or the Tenant are attached as
Exhibit "G1" and by this reference incorporated herein (hereafter called the "Plans") (if for any
reason the Plans are not so attached hereto as Exhibit "G1" then Tenant must secure Landlord's
written approval, prior to the doing of any "Tenant's Work", as de�ned below). The Plans, if so
attached, ha�e been approved by each of Landlord and Tenant. The parties acknowledge that the
Plans are to modify the Leased Premises and/or the Property to accommodate Tenant's intended use.
Tenant shall be responsible for constructing and paying for the cost of the improvements as shown
on the Plans (hereafter referred to as the "Tenant Improvements"). Landlord agrees to perform the
following work, if any: concrete floor.
Tenant shall not commence construction of the Tenant Improvements (the "Tenant's Work") until
Tenant has complied with the terms, covenants and conditions of this Lease. Tenant's Work shall be
performed in a�rst-class workmanlike manner and shall be in good and usable condition at the date
of completion thereo£ Unless specifically set forth in the Plans to the contrary, Tenant's Work shall
be as follows:
A. General Requirements.
l. Tenant shall provide insurance and all other documentation relating to
Tenant's construction activities as required by the Landlord to the Limits stated in the
Lease or as set forth below, whichever is greater.
2. Except as otherwise provided herein, all work undertaken by the Tenant shall
be at Tenant's sole cost and expense.
3. Tenant's construction activities shall not damage or compromise the
structural integrity of the Building and all work shall be done in accordance with the
applicable building codes, laws and ordinances. The Tenant shall be held liable for
any damage caused by the Tenant or Tenant's employees and/or Contractors.
4. Tenant shall be responsible for the cost of receipt of all deliveries and
unloading of all materials pertaining to Tenant's construction activities. All deliveries
shall be made through the service door (where provided). Storage of equipment and
materials shall be con�ned to the Leased Premises unless consented to by Landlord,
which consent shall not be reasonably withheld.
25
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5. Tenant shall keep the Building and the Leased Premises free from
accumulations of debris caused by the Tenant's contractors and/or employees. Tenant
shall arrange for services to be provided for the removal of debris during the period
of Tenant's construction activity and on a continued basis thereafter.
B. Exterior Work.
Tenant shall perform no work which would in any way alter or modify the appearance or structural
integrity of the building without prior written approval from the Landlord.
C. Interior Work.
Tenant shall provide all necessary work according to the Plans and all local code requirements.
Tenant shall save, protect, indemnify and hold harmless Landlord, the Leased Premises and the
building and land of which the Leased Premises are a part, from and against all claims in the nature
of inechanics' liens arising out of either any contracts entered into, or any services, labor or materials
rendered, with respect to the Tenant's Work or the Tenant Improvements.
Tenant agrees to require all General Contractor engaged in the performance of Tenant's Work to
effect and maintain and deliver to Tenant and Landlord certi� cates evidencing the existence of, prior
to the commencement of Tenant's Work and until completion thereof, the following minimum
msurance coverages:
a. Workmen's Compensation Insurance - In accordance with the laws of the
State where the Leased Premises are located, including Employer's Liability
Insurance, to the limit of $100,000 each accident.
b. Comprehensive General Liability Insurance against bodily injury, including
death resulting therefrom, to the combined aggregate limits of $1,000,000.
c. Automobile insurance, including "non-owned" automobiles against bodily
injury, including death resulting therefrom, to the combined aggregate limit of
$500,000 forpersonal injury, and againstproperty damage to the combined aggregate
limit of $100,000.
Prior to the start of the construction of Tenant's Improvements, the Tenant shall provide the
Landlord with evidence satisfactory to Landlord that the Tenant has suf�cient funds to construct the
Tenant's Improvements.
26
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EXHIBIT C-1
PLANS
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