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April 2, 2012 Item No.
LEASE AGREEMENT AND AMENDMENT TO LEASE AGREEMENT WITH ALLINA
MEDICAL TRANSPORTATION FOR AMBULANCE STATION
Proposed Action
Staff recommends adoption of the following motion: Move to approve the Lease Agreement and
Amendment to Lease Agreement with Allina Medical Transportation for Ambulance Station
Approval of the motion will result in approval of the Lease Agreement and Amendment to Lease
Agreement with Allina Medical Transportation for Ambulance Station.
Overview
Allina Medical Transportation leases space at Fire Station 44 (9465 185` Street). The space
Allina Medical Transportation currently leases will be remodeled and occupied by Fire
Administration. The Amendment to the Lease extends the Agreement at Fire Station #4 up to
March 31, 2012. Allina will relocate to the Police Station on April 1, 2012. The Lease
Agreement therefore provides for leasing space at the Police Station from April 1, 2012 to
January 31, 2015.
Primary Issues to Consider
v Lease Amount
o $384.08 per month for the first year with annual increases based on CPI
thereafter.
❖ Term
o Initial term is for the period of April 1, 2012 to January 31, 2015 with the option
to extend the Agreement for one additional consecutive 3 year term.
Supporting Information
• Lease Agreement to Ambulance Station
• Amendment to Lease Agreement
4in
ller, rmance Director
Financial Impact: $ 384 per month Budgeted: Yes Source: General Fund
Related Documents (CIP, ERP, etc.):
Notes:
LEASE AGREEMENT
FOR AMBULANCE STATION
THIS LEASE AGREEMENT (this "Lease ") is made as of this day of
, 2012, by and between the CITY OF LAKEVILLE, a municipal
corporation under the laws of the State of Minnesota ('Landlord "), and ALLINA HEALTH
SYSTEM, a Minnesota non- profit corporation, d/b /a ALLINA MEDICAL TRANSPORTION
('Tenant ").
1.0 BASIC TERMS
The following terms shall have the meanings set forth in this Section unless specifically
modified by other provisions of this Lease:
1.1 Project: The land, building (as described in Section 1.2 below), and all
associated parking areas, drive areas, exits, entrances, improvements and
appurtenances, as shown on the diagram attached Exhibit A.
1.2 Building: The building in the Project in which the Premises are located, and
whose address is 9237 183 Street West, Lakeville, Minnesota 55044.
1.3 Premises: Landlord hereby demise and leases to Tenant, and Tenant hereby
accepts and leases from the Landlord Premises consisting of 550 sq. ft. of
designated Premises and 514 sq. ft. of shared common area, for total Premises of
1,064 sq. ft. consisting of garage space of 400 sq. ft. (room 173), office space of
150 sq. ft. (room 174) and access to shared commons area consisting of 514 sq.
ft. of restroom (room 150 and 152) and lunchroom (room 116) in the Building as
depicted on the diagram attached as Exhibit B and all rights appurtenant thereto
and owned by Landlord.
1.4 Lease Term: Except as otherwise provided herein, the lease term shall
commence April 1, 2012 and shall terminate January 31, 2015 with an option by
Tenant to renew for one (1) successive three (3) year term ( "Renewal Term "). If
the EMS Contract is terminated prior to the end of the Lease Term or any
Renewal Term, the Lease shall terminate consistent with the termination date of
the EMS Contract and no further options may be exercised without a separate
written agreement by the parties.
1.5 Commencement Date: April 1, 2012.
1.6 Termination Date: Shall be as set forth in Section 4 below.
1.7 Permitted Use: Emergency Medical Service\Ambulance station.
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1.8 Exhibits: A - Diagram of the Project
B - Diagram of the Premises
C - Description of Landlord's Improvements
D - Facility Square Footage
2.0 DEMISE OF PREMISES
2.1 Landlord hereby lets and demises to Tenant and Tenant hereby rents from
Landlord the Premises, subject to the terms and conditions set forth below. The
Premises are more particularly described in Exhibit B attached hereto.
2.2 Landlord, in its sole discretion, retains the right to designate alternate premises in
a separate building controlled by Landlord, provided the alternate premises are
reasonably comparable to the original Premises. Unless otherwise agreed to by
the Parties, all out -of pocket moving expenses related to the relocation of Tenant
will be at the Landlord's sole cost and expense, not including administrative costs.
If so designated by the City, this Lease shall be amended to reflect the change to
the defined Premises by written addendum executed by the City.
2.3 Landlord, for itself, its employees, officials, contractors and agents, retains the
right to enter the Leased Premises at all times, to access other areas of the
Building that are inaccessible except through the Leased Premises.
3.0 INITIAL IMPROVEMENTS.
There are no Landlord improvements.
4.0 TERM
4.1 The initial term of this Lease (the "Initial Term ") shall commence on April 1,
2012 and end at 11:59 p.m. January 31, 2015. Further, this Lease may be renewed
by Tenant for up to one (1) successive, three -year term (collectively, "Renewal
Terms" or individually, "Renewal Term ") on the same terms and conditions as
set forth in this Lease unless either party gives the other party notice not less than
ninety (90) days before the end of the then current term of its desire to let the
Lease expire, in which case the Lease shall expire at the end of the then current
term. The Initial Term and the Renewal Terms, if any, are collectively referred to
herein as the "Lease Term ". Except as otherwise provided herein, the date on
which the Lease Term ends shall be referred to as the "Termination Date."
4.2 If the EMS Contract is terminated prior to the end of the Lease Term or any
Renewal Term, the Lease shall terminate consistent with the termination date of
the EMS Contract and no further options may be exercised without a separate
written agreement by the parties.
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5.0 USE AND OPERATION COVENANTS
5.1 During the entire Lease Term, the Premises shall be leased, used and occupied by
Tenant for an emergency medical service facility, including ambulance station, in
accordance with all applicable governmental laws and regulations, and all other
recorded covenants, conditions and restrictions which are recorded on the date
hereof, and for no other purpose without the prior written consent of Landlord.
Tenant shall not cause injury to the improvements on the Premises and shall not
use the Premises in a manner that would constitute a public or private nuisance or
constitute waste.
5.2 Tenant covenants and agrees with Landlord that it will base an ambulance at the
Premises during the Lease Term. The parties acknowledge that the ambulance
stationed at the Premises will leave the Premises from time to time to perform
services, and that the ambulance will be relocated by Tenant to other locations on
a temporary basis from time to time to maintain ambulance coverage to Tenant's
service area, as Tenant determines in its sole discretion.
5.3 During the entire Lease Term Tenant shall maintain and keep in good repair the
Premises which Tenant occupies, as provided for in Section 10.2, including
cleaning of the Premises.
6.0 RENT
As for rental of the Premises during the Lease Term, Tenant shall pay the following
amounts (all of which collectively, together with other amounts due under this Lease shall
be referred to herein as the "Rent"), and the obligation to pay such amounts shall survive
the expiration or termination of this Lease.
6.1 Base Rent. Tenant shall occupy the Premises at a cost of $5.85 per square foot for
garage space, $11.70 per square foot for office space, and $1 per square foot of
shared common space as delineated on Exhibit D, "Facility Square Footage ".
Payments will be made monthly during the Lease Term with monthly payments
due and payable beginning on the Commencement Date and the same date of each
month thereafter. The Base Rent for the first year of the Term shall be $348.08 as
further defined in Exhibit D contained herein.
6.2 Additional Rent. Tenant shall pay as additional rent all monthly charges for
telephone service provided to the Premises during the Lease Tern. Tenant agrees
to have such services charged directly to Tenant, if possible, and to pay each
invoice for services when due. In the event that Tenant does not pay any
additional rent when due, Landlord shall have the option, but not the obligation, to
pay for any such item, whereupon Tenant shall owe Landlord such amount paid by
Landlord plus five percent (5 %) of such amount as a late payment fee, which
amount shall be paid by Tenant as additional rent immediately upon receipt of an
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invoice therefore from Landlord. Notwithstanding the foregoing, Landlord shall
provide five (5) days prior written notice to Tenant once in any given calendar
year before the late fee herein is charged to Tenant. No such notice shall be
required for subsequent late payments in the same calendar year.
6.3 Adiustments to Base Rent For each year of the Lease, the new annual base rent
shall be the previous annual base rent of the previous year plus an amount equal to
the increase in the Consumer Price Index (" CPP') as provided below. The Base
Rent shall never be decreased.
The CPI shall mean the "Consumer Price Index for All Urban Consumers (All
Cities) of the United States Department of Labor, Bureau of Labor Statistics in
effect and generally published for the calendar month in which falls the beginning
of the Renewal Term. If such index shall be discontinued, then Landlord may, at
its election, either (i) substitute any substantially equivalent official index
published by the Bureau of Labor Statistics or its successor; or (ii) substitute
another price index generally recognized as authoritative. To determine the
annual rental increase to be paid by Tenant, the annual rental for the previous year
shall be multiplied by the percentage increase in the "unadjusted" CPI (not
seasonally adjusted) for the twelve (12) month period ending in June of the
previous year. The resulting percentage figure shall be multiplied by the previous
years Rent. Landlord shall be responsible for communicating all Rent increases to
Tenant.
7.0 OPERATING COSTS
Except for the obligations of Tenant as expressly set forth in this Lease, Landlord shall be
solely responsible for and shall pay all sums expended or obligations incurred by
Landlord with respect to the Project (including the Premises), whether or not now
foreseen, including, but not limited to maintenance costs of contractors providing
maintenance to the Project; insurance covering liability, hazards, casualties and potential
losses of any kind; repairs, maintenance, including but not limited to, landscaping, snow
removal, parking lot sweeping, window washing, parking lot lighting and trash removal,
replacements respecting the Project, including costs of materials, supplies, tools and
equipment used in connection therewith; and including the repaving of parking areas,
replanting of landscaped areas and replacing building components; costs incurred in
connection with the operation, maintenance, repair, replacing, inspection and servicing
(including maintenance contracts) of electrical, plumbing, heating, air conditioning and
mechanical equipment and the cost of materials, supplies, tools and equipment used in
connection therewith, including leasing as appropriate; cost of services including heat, air
conditioning, electricity, gas, water and sewer and other utilities; depreciation of the
Building and major components; debt service on indebtedness of Landlord; replacements
of the original components of the Building; and all other expenses and costs of every kind
and nature incurred for the purpose of operating and maintaining the Project, whether or
not similar to the foregoing.
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8.0 TAXES ASSESSMENTS AND UTILITY CHARGES
8.1 Tenant shall pay all personal and real estate taxes on the Premises if this Lease
causes the property to be taxed
8.2 Throughout the Lease Term, Landlord shall provide for the provision of adequate
utilities including gas, electric, telephone, cable television, and DSL internet, to
the Premises so as to protect the same from damage. Landlord shall maintain and
pay monthly for the following utilities: gas, electric, water and garbage. Tenant
shall maintain and pay monthly for the following utilities: telephone (including all
long distance phone calls), cable television, and DSL internet, at the time the same
become due or payable. Tenant shall install, maintain and pay for any coaxial
cable used for radios for its own use. Landlord shall not be liable to Tenant should
the furnishing of water and sewer service be interrupted because of repairs,
installation of improvements or for any other cause not caused by Landlord.
9.0 COMMON AREAS
Tenant, its employees, agents and invitees shall have the reasonable, nonexclusive right to
use, in common with Landlord and the other tenants and occupants of the Project and
their respective employees, customers and invitees and all others to whom Landlord has
or may hereafter grant rights to use the same, the common areas of the Project as ma y
from time to time exist, including, but not limited to parking facilities, sidewalks,
driveways, accessways, and common hallways ( "Common Areas "). Landlord shall at all
times have full control, management and direction of the Common Areas. Tenant shall
not cause or allow any storage of materials or equipment outside of the Premises on any
of the Common Areas. Landlord reserves the right at any time and from time to time to
reduce, increase, enclose or otherwise change the size, number, location, layout and
nature of the Common Areas, to construct additional buildings and stories, to create
additional rentable areas through use and/or enclosure of Common Areas, to close
portions of the Common Areas for maintenance, repair or replacement, to place signs in
Common Areas and on the Building or in the Project, to change the name or address of
the Project and to change the nature of the use of any portion of the Project.
Notwithstanding any provision to the contrary in this Section 9.0, Landlord acknowledges
that Tenant's use of the Premises is dependant upon the concurrent use of certain
Common Areas. As such, Tenant shall be allowed to terminate this Lease upon notice to
Landlord if any rights exercised by Landlord in respect to the Common Areas have the
effect of substantially limiting Tenant's use or enjoyment of the Premises. Landlord shall
be allowed to terminate this Lease upon notice to the Tenant, if Tenant access
"unauthorized" areas outside the commons area and outside the areas described in Exhibit
D attached hereto; provided, however that Landlord will provide Tenant with written
notice of said infraction in accordance with the Lease of such access into unauthorized
areas and provide Tenant with ten (10) days to correct access or encroachment into
unauthorized areas, and access continues after 10 day notice from Landlord. Landlord
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will agree to meet with Tenant to discuss and attempt to resolve any issues regarding
inadvertent access into restricted areas by Tenant prior to serving written notice.
10.0 REPAIRS AND MAINTENANCE
10.1 Except as provided in Section 10.2 below, Landlord shall, at its sole cost and
expense, maintain the Project and every part thereof, including the Premises, in
good condition and repair. Landlord's obligations shall include, but not be limited
to: maintaining landscaping; providing snow removal (except in regard to
sidewalks Tenant is obligated to clear pursuant to this Lease), parking lot
sweeping, window washing, parking lot lighting and trash removal; providing
replacements respecting the Project, including costs of materials, supplies, tools
and equipment used in connection therewith (including the repaving of parking
areas, replanting of landscaped areas and replacing building components); and
operate, maintain, repair, replace, inspect and service electrical, plumbing,
heating, air conditioning and mechanical equipment.
10.2 Tenant shall, at its sole cost and expense: (a) maintain and repair any alterations
made to the Premises by Tenant after the Commencement Date; (b) repair any
damage to the Project caused by the installation or moving of Tenant's furniture,
equipment and personal property; and (c) repair or replace with glass of equal
quality any broken or cracked plate or other glass on the Project to the extent such
glass was broken or cracked by Tenant, its employees, or agents, invitees or
customers. Tenant shall not defer any repairs or replacements to the Premises by
reason of the anticipation of the expiration of the Term. If Tenant fails to maintain
or repair the Premises as provided for in the Section 10.2, upon 15 days written
notice from Landlord, Landlord, at Landlord's option, may elect to perform all or
part of the maintenance, repairs and servicing which is the obligation of the
Tenant hereunder and /or the obligation of all of the other tenants of the Project
with respect to the respective premises occupied by them, in which event the costs
thereof shall be billed directly to and paid by Tenant as Additional Rent. If as
provided above, Landlord performs any maintenance, repairs or servicing which is
the obligation of the Tenant hereunder, then Tenant shall pay Landlord directly
therefore. In the event there is any warranty in effect in connection with repairs or
replacements made by Tenant and if Landlord is unwilling to pursue the warranty
claim, then Tenant shall have the right to pursue the warranty claim in connection
with the repair and /or replacement made by Tenant. Tenant shall be responsible
for all snow and ice removal on all sidewalks adjacent to the Premises. Upon
expiration or earlier termination of this Lease, Tenant shall surrender the Premises
to Landlord broom clean and in good condition and repair excepting only (a)
normal wear and tear; (b) losses caused by fire or other casualty; (c) losses caused
by condemnation; and (d) losses due to Landlord's failure to maintain the Project
(including the Premises) or to make repairs which Landlord is required by this
Lease to make. Tenant's obligation to so deliver the Premises shall survive the
expiration or termination of this Lease.
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11.0 ALTERATIONS BY TENANT
11.1 Tenant may not make any alterations, additions or improvements (collectively,
"Alterations" and individually, an "Alteration ") in or to the Premises that exceed
$500.00 without Landlord's prior written consent in each instance which consent
will not be unreasonably withheld or unduly delayed for non - structural Alterations
which are not visible from the exterior of the Premises or do not affect the exterior
appearance of the Premises. Landlord will not be deemed to be unreasonably
withholding its consent if it requires Tenant to remove the alteration when
approval is requested and Tenant refuses to remove the alteration. In the event
Landlord approves an Alteration, (i) the Alteration shall be constructed in a good
and workmanlike manner, (ii) the structural integrity of the Facility and the
exterior appearance shall not be impaired by the Alteration or the construction
thereof, (iii) no liens shall attach to the Premises by reason thereof, and (iv)
Tenant shall carry or cause its contractors to carry any required worker's
compensation insurance. All Alterations made by Tenant shall be at its sole cost
and expense. Landlord's consent to an Alteration may be conditioned upon the
receipt by Landlord of such information as Landlord may reasonably require, and
upon the furnishing of certificates of insurance, waivers of lien, and receipted bills
covering any and all labor and materials utilized in connection therewith, and such
other conditions as Landlord may reasonably require.
11.2 Upon the written request by Tenant for Landlord approval of Alterations,
Landlord shall notify Tenant in writing which Alterations must be removed from
the Premises upon termination of the Lease; all other Alterations shall remain on
the Premises and shall become the property of Landlord. Tenant shall remove the
Alterations designated by Landlord for removal, all at Tenant's sole expense, on or
before the Termination Date and Tenant shall repair any damage to the Premises
caused by such removal. Tenant's obligations under this Section 11.0 shall
survive the expiration or termination of this Lease. If Tenant fails to remove the
Alterations as required hereunder, Landlord may remove the Alterations and may,
at Landlord's option, store or destroy them and all costs incurred by Landlord shall
be promptly reimbursed by Tenant.
12.0 FIXTURES AND SIGNS
Tenant may have signage as permitted by and subject to Landlord's consent. Such
consent shall be given or withheld at Landlord's sole discretion.
13.0 INSURANCE
13.1 During the Lease Term, Tenant shall provide and maintain in full force and effect
at no cost to Landlord the following insurance coverages with the minimum limits
as indicated:
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W Commercial general liability insurance, occurrence form (or its equivalent
satisfactory to Landlord) with liability limits of not less than $1 million per
occurrence, $3 million aggregate (to include products /completed
operations and personal/advertising injury); $100,000 fire damage.
Landlord shall be included as an ADDITIONAL INSURED under such
insurance on a primary and non - contributory basis. Tenant may provide
such insurance through a program of self- insurance.
13.2 Tenant may, at its option, purchase business income, business interruption, extra
expense or similar coverage as part of this commercial property insurance, and in
no event shall Landlord be liable for any business interruption or other
consequential loss sustained by Tenant, whether or not it is insured, even if such
loss is caused by the negligence of Landlord, its employees, officers, directors, or
agents.
13.3 Tenant may, at its option, purchase insurance to cover its personal property. In no
event shall Landlord be liable for any damage to or loss of personal property
sustained by Tenant, whether or not it is insured, even if such loss is caused by the
negligence of Landlord, its employees, officers, directors, or agents.
13.4 Tenant shall furnish Landlord with duly executed Certificates of Insurance and
endorsements certifying that the required insurance has been provided and that the
insurance companies will give Landlord thirty (30) days prior written notice of
any cancellation of insurance coverage.
13.5 During the Lease Term, Landlord shall provide and maintain in full force and
effect the following insurance coverages with minimum limits as indicated,
(which may also be revised to reasonable amounts consistent with similar industry
practice at the Landlord's discretion from time to time):
(i) All Risk form commercial property insurance on the building and all
improvements therein for their full replacement value.
(ii) Commercial general liability insurance (or its equivalent), occurrence
form, and, if necessary, commercial umbrella or excess insurance with a
total limit of not less than $1,000,000 each occurrence as described below.
Tenant shall be included as an ADDITIONAL INSURED under such insurance,
using an additional insured endorsement or a substitute providing equivalent
insurance coverage.
13.6 Landlord shall furnish Tenant with duly executed Certificates of Insurance
certifying that all required insurance has been provided and that the insurance
companies will give Tenant thirty (30) days prior written notice of any
cancellation of insurance coverage.
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13.7 Notwithstanding anything apparently to the contrary in this Lease, Landlord and
Tenant hereby release one another and their respective officials, directors, officers
and employees from any and all liability (to the other or anyone claiming through
or under them by way of subrogation or otherwise) for any loss or damage covered
by property insurance or coverable by a customary form of the "All Risk" property
insurance required of Landlord and Tenant as set forth above, even if such loss or
damage shall have been caused by the fault or negligence of the other party, or
anyone for whom such party may be responsible.
14.0 COMPLIANCE WITH LAWS
Subject to the obligations imposed on Landlord in Section 10.0 above, Tenant shall, at its
sole cost and expense, comply with any and all laws, statutes, ordinances, regulations, fire
codes, building codes and restrictions and easements of record, now or hereafter in force,
applicable to the performance of Tenant's operations on the Premises or relating to the
use of Tenant Alterations or to the making of repairs, changes or alterations to Tenant
Alterations. Tenant also covenants to comply, at its sole cost and expense, with any and
all reasonable rules and regulations applicable to the conduct of Tenant's operations on
the Premises issued by insurance companies (including Landlord's fire underwriters, if
any) writing policies covering the Premises to the extent that noncompliance will result in
premium increases (or, in the alternative Tenant may, at its option, pay such premium
increase as additional rent hereunder). Landlord shall, at its sole cost and expense,
comply with any and all laws, statutes, ordinances, and regulations, fire codes, building
codes and restrictions and easements of record, now or hereafter in force, applicable to
the Project (other than Tenant Alterations) or to the making of repairs, changes, or
alterations to the Project (other than Tenant Alterations).
15.0 PARKING
Tenant and Tenant's employees, customers and invitees shall have the nonexclusive right
to use the parking spaces located within the Common Areas. Landlord reserves the right
to regulate parking within the Common Areas, including the right to preclude Tenant
from parking in certain parking spaces or requiring Tenant to use certain parking spaces.
Tenant shall not permit vehicles and/or trailers to be abandoned or stored in the Project's
parking and loading areas.
16.0 JANITORIAL SERVICES
Tenant shall clean the Premises and arrange for trash removal from the Premises to the
Project trash dumpster on a daily basis or otherwise in a manner sufficient to keep and
maintain the Premises in a first -class and clean condition.
17.0 ENVIRONMENTAL MATTERS
17.1 "Environmental Laws" means any or all of the following: the Comprehensive
Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et
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seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6941 et seq.; the
Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Safe Drinking
Water Act, 42 U.S.C. §§ 300h et seq.; the Clean Water Act, 33 U.S.C. §§ 1251 et
seq.; the Clean Air Act, 42 U.S.C. §§ 401 et seq.; regulations under any of the
foregoing statutes; and any other laws and regulations of the United States, the
State of Minnesota or any political subdivision or agency of either of them, which
are now in effect or hereinafter enacted or amended that deal with the regulation
or protection of the environment, including ambient air, groundwater, surface
water and land use, including sub - strata land.
17.2 Tenant shall comply in all respects with all present and hereinafter enacted
Environmental Laws, and any amendments thereto, relating to Tenant's operations
on the Premises. Tenant shall immediately notify Landlord of any correspondence
or communication from any governmental entity regarding the application of
Environmental Laws to the Premises or Tenant's operations on the Premises or
any change in Tenant's operations on the Premises that will change or has a
potential to change Tenant's or Landlord's obligations or liabilities under the
Environmental Laws. Tenant hereby agrees to indemnify and hold harmless
Landlord, and Landlord's officers, officials, agents, and employees from and
against any and all loss, damage, and expense (including, but not limited to,
reasonable investigation and legal fees and expenses), including, but not limited
to, any claim or action for injury, liability, or damage to persons or property, and
any and all claims or actions brought by any person, firm, governmental body, or
other entity, alleging or resulting from or arising from or in connection with
contamination of or adverse effects on the environment, or violation of any
Environmental Law or other statute, ordinance, rule, regulation or order of any
government or judicial entity, and from and against any damages, liability, cost,
and penalties assessed as a result of any activity or operation on the Premises
during the Lease Term. Tenant's obligations and liabilities under this Section
shall survive the expiration or termination of this Lease. The terms of this Section
shall be enforceable by injunction or, at Landlord's option, by action for damages.
17.3 Landlord warrants and represents, to best of its knowledge that the Project does
not contain and are not contaminated by any hazardous materials as (defined
herein) and to the best of Landlord's knowledge, there have not been any releases
of hazardous materials whatsoever on or in the Project. "Hazardous Materials"
shall mean: asbestos, polychlorinated biphenyls; and hazardous or toxic materials,
waste or substances which are defined, determined or identified as such pursuant
to all present and future federal, state or local laws, rules or regulations. Landlord
shall indemnify and hold Tenant harmless from all costs and expenses (including
reasonable attorneys' fees) related to all hazardous materials on or in the Project,
except for those costs incurred because of hazardous materials brought onto the
Project by Tenant and not incurred due to Landlord's negligence or malfeasance.
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18.0 INDEMNIFICATION
18.1 Tenant hereby agrees to indemnify and hold harmless Landlord and Landlord's
officers, directors, agents, and employees from and against any and all claims,
demands, causes of action, suits, proceedings, liabilities, damages, losses, costs,
and expenses, including reasonable attorneys' fees, caused by, incurred, or
resulting from (i) Tenant's occupancy, use or operation of the Premises, or (ii)
from any default under or failure to perform any term or provision of this Lease by
Tenant or (iii) the negligent or willful acts of Tenant, its directors, officers, or
employees. This indemnity does not cover matters arising out of the negligent or
willful acts of Landlord or its employees, agents, contractors, guests, officers,
invitees or officials. It is expressly understood that Tenant's obligations under this
Section shall survive the expiration or earlier termination of this Lease for any
reason. In case any action or proceeding is brought against Landlord or its
officers, officials, agents or employees, by reason of any such claim, Tenant, upon
notice, will defend such action or proceeding by responsible counsel selected by
Tenant and reasonably acceptable to Landlord.
18.2 Landlord hereby agrees to indemnify and hold harmless Tenant and Tenant's
officers, directors, agents, and employees from and against any and all claims,
demands, causes of action, suits, proceedings, liabilities, damages, losses, costs,
and expenses, including reasonable attorneys' fees, caused by, incurred, or
resulting from (i) Landlord's occupancy, use or operation of the Premises, or (ii)
from any default under or failure to perform any term or provision of this Lease by
Landlord or (iii) the negligent or willful acts of Landlord, its directors, officers, or
employees. This indemnity does not cover matters arising out of the negligent or
willful acts of Tenant or its employees, agents, contractors, guests, officers,
invitees or officials. It is expressly understood that Landlord's obligations under
this Section shall survive the expiration or earlier termination of this Lease for any
reason. In case any action or proceeding is brought against Tenant, or its officers,
officials, agents or employees, by reason of any such claim, Landlord, upon
notice, will defend such action or proceeding by responsible counsel selected by
Landlord and reasonably acceptable to Tenant.
19.0 DAMAGE OR DESTRUCTION
19.1 If the Premises is destroyed or damaged in whole or in part by fire, or the
elements, or as a result directly or indirectly of war, or by act of God, or by reason
of any other cause whatsoever, Tenant shall give notice thereof to Landlord, and
except as otherwise provided below, Landlord at Landlord's cost and expense
promptly may repair, replace, and rebuild the Building and other Project
improvements to at least as good condition as it or they were in immediately prior
to such occurrence.
19.2 If following such damage or destruction the estimate of the time to complete such
repair or restoration, as reasonably and promptly determined by the general
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contractor selected by Landlord, exceeds one hundred twenty (120) days,
Landlord and Tenant at their respective options shall have the right to terminate
the Lease upon written notice to the other party given within twenty (20) days
after receipt of the estimated time to repair or restore.
19.3 The net proceeds of any insurance shall be applied in payment of the cost of such
repairing or rebuilding as the same progresses. If the insurance proceeds exceed
the cost of such repairs or rebuilding, then the balance remaining after payment of
the cost of such repairs or rebuilding shall be paid over and belong to Landlord.
19.4 Except as specifically provided in this Section 19.0, this Lease shall not terminate
or be affected in any manner by reason of the destruction or damage in whole or in
part of the Premises or any building or improvements now or hereafter standing or
erected thereon or by reason of the untenantability of the Premises or any such
building or improvements except that rent shall abate during the period of
untenantability.
20.0 CONDEMNATION
20.1 If all or substantially all of the Premises are taken by the exercise of the power of
eminent domain or conveyed under the threat of eminent domain, then this Lease
shall terminate as of the date possession is taken by the condemnor (provided that
the Lease shall not terminate if Landlord is the condemnor). The entire
compensation award shall belong to Landlord and Tenant shall have no interest
therein; provided that Tenant shall have the right to make a separate claim for its
personal property or relocation benefits in accordance with applicable law,
provided that the award to Landlord is not reduced thereby.
20.2 If (i) more than twenty percent (20 %) of the area of the Premises, or (ii) any
Common Areas reasonably necessary for use of the Premises are taken by the
exercise of the power of eminent domain or sold under the threat of eminent
domain, then Tenant shall have the right to terminate this Lease if the portion of
the Premises or Common Areas remaining are such that their continued use for
the purposes for which the same were being used immediately prior- to such taking
is reasonably impractical or economically imprudent. Termination shall be as of
the date legal possession is taken by the condemnor. The option to terminate
herein granted shall be exercised in writing by Tenant within thirty (30) days after
the date of the taking of possession by the condemnor. In any event, the entire
compensation award shall belong to Landlord and Tenant shall have no interest
therein; provided that Tenant shall have the right to make a separate claim for its
personal property or relocation benefits in accordance with applicable law,
provided that the award to Landlord is not reduced thereby. If this Lease is not
terminated, then Landlord, with reasonable diligence and at its own expense,
shall restore any improvements upon the Premises affected by the taking (with the
exception of the Tenant Improvements), even if the total cost for such restoration
is in excess of the amount awarded or paid by the condemnor for such purpose,
142197v 13 12 AMP /RNK:R02 /02/12
and Landlord shall make the proceeds of the condemnation award available for
said purpose. Rent shall abate in the event of any partial taking hereunder to the
extent to which the Premises are untenantabie.
21.0
Landlord and its authorized representatives shall have the right, upon giving reasonable
prior written notice (except in an emergency, in which case no notice is required), to enter
the Premises or any part thereof and inspect the same for the purposes of determining
Tenant's compliance with the terms of this Lease or to make repairs required hereunder.
Landlord covenants that it shall exercise its best efforts to ensure that Tenant's business is
not interrupted by such entry, and that such entry will not violate Tenant's compliance
with HIPAA patient privacy regulations.
22.0 QUIET ENJOYMENT
So long as Tenant shall timely pay the Rent and all other sums herein provided and shall
keep and timely perform all of the terms, covenants, and conditions on its part herein
contained, Landlord covenants that Tenant, subject to Landlord's rights herein, shall have
the right to the peaceful and quiet occupancy of the Premises.
23.0 ASSIGNMENT AND SUBLETTING
23.1 Except as herein set forth, Tenant shall not mortgage, encumber or assign this
Lease or any interest therein, or sublet all or an portion of the Premises, or allow
the use of any portion of the Premises by any third party, without the prior written
consent of Landlord in each instance, which consent shall not be unreasonably
withheld or unduly delayed. Notwithstanding anything to the contrary contained
herein, Tenant may assign this Lease upon notice to Landlord, but without
Landlord's consent, to any entity controlled by or controlling Tenant, or to an
entity that acquires all or substantially all of Tenant's assets; provided, however,
that in such instances Tenant shall remain liable for the performance of this Lease.
23.2 Landlord shall have the right at any time to sell or convey the Premises subject to
this Lease or to assign its rights, title and interest as Landlord under this Lease in
whole or in part. In the event of any such sale or assignment (other than a
collateral assignment as security for an obligation of Landlord), and provided the
assignee assumes all of the Landlord's obligations under this Lease from and after
the date of transfer Landlord shall be relieved from and after the date of such
transfer or conveyance of liability for the performance of any obligation of
Landlord contained herein, except for obligations or liabilities accrued prior to the
date of such assignment or sale, and Tenant shall attorn to the purchaser or
assignee (as the case may be).
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24.0 DEFAULT AND REMEDIES
24.1 Each of the following shall be deemed a "Default" of this Lease by Tenant:
W If any Rent (Base Rent or Additional Rent) or other monetary sum due
remains unpaid for five (5) days after such sum is due and Tenant fails to
pay such sum within ten (10) days of receiving notice from Landlord
demanding payment;
(ii) If Tenant becomes insolvent, or if proceedings are commenced against
Tenant hereunder in any court under any bankruptcy act or for the
appointment of a trustee or receiver of Tenant's property and are not
dismissed within sixty (60) days, or if Tenant files any assignment for the
benefit of creditors, is not generally paying its debts as the same become
due, or is taken over by any government regulatory agency having the
jurisdiction to do so and such agency does not fully comply with the
obligations imposed on Tenant hereunder, or if Tenant abandons or
vacates the Premises or advises Landlord in writing that it intends to
discontinue its business operations; or
(iii) If Tenant fails to perform or violates any other of the covenants,
conditions, obligations or restrictions of this Lease, which failure to
perform or violation remains uncured for a period of thirty (30) days or
more after notice thereof from Landlord to Tenant; provided, however,
that if such failure or violation cannot reasonably be cured within the thirty
(30) day period, and Tenant is diligently pursuing a cure of such failure or
violation, then Tenant shall, after receiving notice specified herein, have a
reasonable period to cure such failure on violation, not exceeding one
hundred eighty (180) days, provided Tenant continuously exercises due
diligence in the cure of the same.
24.2 In the event of any Default, and without any notice, except, if applicable, the
notice prior to Default required under circumstances set forth in subsection 24.1.
above, Landlord shall be entitled to exercise, at its option, concurrently,
successively, or in any combination, any and all remedies available at law or in
equity, including without limitation any one or more of the following:
(i) To terminate this Lease;
ii) To terminate Tenant's occupancy of the Premises and to reenter and take
possession of the Premises or any part thereof (which termination of
occupancy and reentry shall not operate to terminate this Lease unless
Landlord expressly so elects) and of any and all fixtures which are located
on the Premises and owned by Landlord;.
142197v13 14
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(iii) To recover from Tenant all expenses, including attorneys' fees, reasonably
paid or incurred by Landlord as a result of any such Default;
(iv) To recover from Tenant all Rent not theretofore paid at the time of any
Default and any sums thereafter accruing as they become due under this
Lease, if the Lease has been terminated, during the period from the Default
to the Termination Date.
(v) Landlord's rights to exercise the remedies set forth in this Section 24.0
shall survive the expiration or termination of this Lease.
24.3 In the event of any Default by Tenant, or in the event of a failure by Tenant to
perform any covenant, condition, obligation or restriction under this Lease
pertaining to the repair or maintenance of the Premises (prior to the expiration of
any applicable grace or cure period) that Landlord reasonably deems of an
emergency in nature Landlord may, at its option, but shall not be obligated to,
immediately or at any time thereafter, and without notice except as required
herein, correct such Default or failure without, however, curing the same, for the
account and at the expense of the Tenant. Any sum or sums so paid by Landlord,
together with interest at the rate of 8% per year, or the maximum rate of interest
permitted by law, whichever is the lower (the "Applicable Rate "), and all costs
and damages, shall be deemed to be Additional Rent hereunder and shall be due
from Tenant to Landlord upon demand.
24.4 Landlord shall not be in default unless Landlord fails to perform the obligations
required of Landlord within a reasonable time, but in no event later than thirty
(30) days after written notice by Tenant to Landlord specifying that Landlord has
failed to perform such obligations; provided, however, that if the nature of
Landlord's obligation is such that more than thirty (30) days are required for
performance, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently prosecutes
the same to completion. Subject to remedies for Landlord's default set forth
elsewhere in this Lease or otherwise available at law or in equity, in the event of a
Landlord default, Tenant may elect one or more of the following remedies: (i)
specific performance or injunctive relief, or (ii) damages for loss arising from
Landlord's failure to discharge its obligations under this Lease, or (iii) termination
of this Lease by written notice to Landlord.
24.5 If Landlord defaults in the observance or performance of any of Landlord's
covenants, agreements, or obligations hereunder wherein the default can be cured
by the expenditure of money, Tenant may, but without obligation and without
limiting any other remedies it may have by reason of such default, cure the
default, charge the costs to Landlord, and deduct the costs of curing the default
from the payments of Rent made by Tenant each month, together with interest at
the Applicable Rate, until payment in full.
142197vl3
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25.0 ADDITIONAL RIGHTS RESERVED TO LANDLORD
Without affecting Tenant's obligations hereunder, Landlord reserves the right during the
last one (1) month of the Lease Term to enter the Premises at all reasonable times to show
the same to prospective purchasers, lessees or mortgagees, provided that the entry does
not unreasonably interfere with the conduct and operation of Tenant's business.
26.0 NOTICES
All notices, demands, requests, consents, approvals, or other instruments required or
permitted to be given by either party pursuant to this Lease shall be in writing and sent to
the other party at the following addresses:
To Tenant: Allina Health System
Attn: General Counsel
2925 Chicago Avenue, Law Dept 10905
Minneapolis, MN 55407 -1321
With Additional Copies To: Allina Health System
Attn: Real Estate Manager
2925 Chicago Avenue, RE Dept 10909
Minneapolis, MN 55407 -1321
Allina Medical Transportation
167 Grand Avenue
St. Paul, MN 55102
To Landlord: City of Lakeville
Attention: City Administrator
20195 Holyoke Avenue
Lakeville, Minnesota 55044
All notices shall be deemed received when delivered, if hand - delivered, or three business
days after deposit with the United States Postal Service, postage prepaid and sent by
certified mail, return receipt requested, or one business day after deposit with a nationally
recognized overnight commercial courier service, airbill prepaid. Notices by telefax or
e -mail alone are not sufficient. The addresses for notices may be changed by the parties
from time to time by delivery of written notice to the other party as provided herein.
74219713 16
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27.0 CONDITION OF PREMISES
Except as expressly provided herein, Landlord makes no representations or warranties,
either express or implied, regarding the condition of the Premises or suitability of the
Premises for Tenant's proposed uses.
28.0 HOLDING OVER
If Tenant remains in possession of the Premises after the expiration of the Lease Term
without consent, then Landlord may, at Landlord's option, deem Tenant to be a tenant on
a month -to -month basis (`Holdover Rent ") and Tenant shall pay all sums and shall
comply with all the terms of this Lease; provided that nothing herein nor the acceptance
of Rent by Landlord shall be deemed a consent to such holding over. Landlord shall be
entitled to all remedies available to it at law or in equity for such holdover, including
Holdover Rent and including, but not limited to, Landlord's damages suffered as a result
of such holding over by Tenant.
29.0 WAIVER AND AMENDMENT
No provision of this Lease shall be deemed waived or amended except by a written
instrument unambiguously setting forth the matter waived or amended and signed by the
party against which enforcement of such waiver or amendment is sought. Waiver of any
platter shall not be deemed a waiver of the same or any other matter on any future
occasion.
30.0 JOINT VENTURE
None of the agreements contained herein is intended, nor shall the same be deemed or
construed, to create a partnership between Landlord and Tenant, to make them joint
venturers, nor to make Landlord in any way responsible for the debts or losses of Tenant.
31.0 CAPTIONS
Captions are used throughout this Lease for convenience or reference only and shall not
be considered in any manner in the construction or interpretation of this Lease.
32.0 SEVERABILITY
If any of the terms or provisions contained herein shall be declared to be invalid or
unenforceable by a court of competent jurisdiction, then the remaining provisions and
conditions of this Lease, or the application of such to persons or circumstances other than
those to which it is declared invalid or unenforceable, shall not be affected thereby and
shall remain in full force and effect and shall be valid and enforceable to the fullest extent
permitted by law.
142197v13 17
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33.0 CONSTRUCTION
This Lease involves property located within the State of Minnesota and shall be
construed according to the laws of the State of Minnesota.
34.0 ENTIRE AGREEMENT
This Lease constitutes the entire agreement between the parties with respect to the subject
matter hereof, and there are no other representations, warranties, or agreements except as
herein provided.
35.0 COUNTERPARTS
This Lease may be executed in one or more counterparts, each of which shall be deemed
an original.
36.0 BINDING EFFECT
The terms and conditions of this Lease shall be binding upon and benefit the parties
hereto and their respective successors and assigns.
37.0 ATTORNEYS' FEES
In the event of litigation arising out of this Lease, the prevailing party shall be entitled to
court costs, out -of- pocket expenses and reasonable attorneys' fees from the unsuccessful
party.
38.0 REPRESENTATION AS TO AUTHORITY
38.1 Tenant
(i) Tenant is a non - profit corporation, validly existing and in good standing
under the laws of the State of Minnesota and has the power and authority
to consummate the transactions contemplated by this Lease.
(ii) All proceedings of Tenant necessary to consummate the transactions
contemplated by this Lease have been duly taken in accordance with law.
(iii) The person or persons executing this Lease on behalf of Tenant are duly
authorized to bind Tenant.
38.2 Landlord
(i) Landlord has the power and authority to consummate the transactions
contemplated by this Lease.
142197v13 18
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(ii) All proceedings of Landlord necessary to consummate the transactions
contemplated by this Lease have been duly taken by the Lakeville City
Council in accordance with law.
(iii) The person or persons executing this Lease on behalf of Landlord are duly
authorized to bind Landlord.
39.0 BROKERS
Each party represents and warrants that it has dealt with no third party broker or agent in
this transaction. Landlord and Tenant agree to indemnify and hold each other harmless
from and against any claims by any broker or agent claiming commissions or other
compensation as their respective representative or agent with regard to this transaction.
The provisions of this Section shall survive the termination of this Lease.
40.0 MEMORANDUM OF LEASE
Either party may at its expense record a memorandum of this Lease in form and content
mutually agreeable to the parties hereto and executed by both parties.
41.0 PERFORMANCE OF WORK BY TENANT
All work on the Premises performed by Tenant or Tenant's contractors, agents or
employees during the Lease Tenn, whether in the form of maintenance, repair,
replacement, alterations or work in compliance with law, shall be performed in a good
and workmanlike manner and in accordance with law, and shall be free and clear of all
mechanics' lien claims (provided that ' penant shall have the right to contest mechanics'
lien claims).
42.0 FORCE MAJE'URE
Time periods, deadlines or dates for Landlord's or Tenant's performance under any
provisions of this Lease (except for the payment of money) shall be extended for the
period of time during which the non - performing party's performance is prevented or
delayed due to labor disputes, casualties, embargoes, governmental restrictions or
regulations, unusual weather and other acts of God, war or other strife, shortages of fuel
labor, or building materials, action or non - action of public utilities or local, state or
federal governments or agencies, the act or neglect of the other party or those acting for or
under the other party, or any other causes or circumstances beyond the non - performing
party's reasonable control.
43.0 EXHIBITS
The terms and diagrams set forth in the Exhibits to this Lease are hereby incorporated by
reference as part of this Lease as though the contents of such Exhibits were set forth in
full herein
142197v13 19
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IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as of the
date first above written.
Landlord:
City of Lakeville,
a Minnesota municipal corporation
By:
Its: Mayor
By:
Its: City Clerk
Tenant:
Allina Health System d /b /a Allina
Medical Transportation
By:
n G _
Its: /
142197v13 ��
AMP /RNK:R02 /02/12
Diagram of the Premises
EXHIBIT C
Landlord's Improvements
No Landlord improvements
142I97v11 4
Exhibit D
142197v11 5
Initial
Annual
Initial
Sq. Ft
Monthly
Room
Sq. Ft.
Rate
Lease
Garage
173
400
$ 5.85
$
195.00
Office
174
150
$ 11.70
$
146.25
Commons - lunchroom
116
416
$ 1.00
$
34.67
Commons - rest room
150/152
98
$ 1.00
$
8.17
Total
R
384.OR
142197v11 5
AMENDMENT TO LEASE AGREEMENT
THIS AMENDMENT TO LEASE is entered into and made as of the _day of , 2012 by
and between The City of Lakeville, a municipal corporation under the laws of the State of Minnesota (hereinafter called
the "Landlord "), and Allina Health System, a Minnesota non -profit corporation, d/b /a Allina Medical Transportation
(hereinafter called the "Tenant ").
WHEREAS, Landlord and Tenant have heretofore entered into a certain Lease dated January 5, 2009 (the "Lease ")
relating to certain leased premises consisting of approximately 1,062 square feet located at 9465 185'' Street W,
Lakeville, Minnesota, (the "Premises ") upon terms and conditions described in said Lease; and
WHEREAS, Landlord and Tenant desire to amend said Lease as described below:
NOW THEREFORE, in consideration of the rents reserved and of the covenants and agreements herein set forth, it is
agreed that the Lease be hereby amended as described below:
1. TERM: The Term of the Lease shall be extended from February 1, 2012 to March 31, 2012 (the "Extended
Term ")
2. RENT: During the Extended Term, Tenant shall pay $1,018.50 per month as Gross Rent, plus Operating
Costs in accordance with Article 7 of Lease.
3. WAIVER: Tenant waives it's right to reimbursement of relocation costs under Article 2.2 for the Premises
under this Amendment of Lease Agreement.
Except as in hereinabove set forth, all terms, provisions and covenants of the Lease shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment 2 to Lease Agreement as of the date
and year first above written.
LANDLORD
City of Lakeville, a Minnesota Municipal
Corporation
M
its
TENANT
Allina Health System d/b /a Allina Medical
Transportation
By
Its V 1���
Date D , h z_
Date