\n a) Land, at a fixed cost of $747,533.00<\/p>\n b) Actual Construction Costs of the Landlord’s Work, at a
\n cost not to exceed $3,443,135.00<\/p>\n
c) Actual Construction Costs of Leasehold
\n Improvements, at a cost budgeted to be $2,048,013.00<\/p>\n
d) Legal counsel for Landlord and Lender, at a fixed cost
\n of $35,000.00<\/p>\n
e) Title Expenses, including mortgage registration tax,
\n title insurance, title disbursement fee, closing,
\n recording and miscellaneous costs, at a fixed cost of $41,736.00<\/p>\n
f) Financing fee, including interim and permanent financing
\n and commitment fee, at a fixed cost of $115,992.00<\/p>\n
g) Marketing, including functions and travel, at a fixed
\n cost of $7,500.00<\/p>\n
h) Interim Interest, at a fixed cost of $168,152.00<\/p>\n
i) Survey costs, including boundary, plat process and
\n as-built lender, at a fixed cost of $15,000.00<\/p>\n
j) Miscellaneous costs, including appraisal, environmental,
\n inspecting architect, park dedication, interim real
\n estate taxes and moving allowance (which Landlord hereby
\n agrees to pay Tenant in the amount of $120,910.00,
\n one-half upon execution and one-half upon $155,410.00
\n occupancy), at a fixed cost of<\/p>\n
k) Leasing, development and design fee (which Landlord
\n hereby agrees to pay at Tenant’s option to Tenant or
\n Tenant’s designee in the amount of $26,000.00, payable
\n upon execution, at a fixed cost of $373,007.00<\/p>\n
l) Project contingency, at a fixed cost of $40,000.00<\/p>\n
TOTAL PROJECT COSTS $7,190,478.00
\n<\/c><\/s><\/table>\n
The above stated Actual Construction Costs of the Landlord’s
\n Work and Actual Construction Costs of the Leasehold Improvements
\n already include the following fees: Contingency – 3%; Design Fee
\n – 3%;<\/p>\n
25<\/p>\n
Contractor’s Fee – 3%; Overhead – 3%, in each case as a
\n percentage of Actual Construction Costs, exclusive of all such
\n percentage fees. Any savings in the 3% contingency shall benefit
\n Tenant 70% and Landlord 30%.<\/p>\n
Subject only to the Leasehold Improvement Cost, said
\n $7,190,478.00 is the absolute, guaranteed maximum Total Project
\n Costs and shall not be increased for any reason; if the Actual
\n Construction Costs of the Landlord’s Work are less than
\n $3,443,135.00, then the Total Project Costs shall be reduced by
\n Seventy Percent (70%) of such savings.<\/p>\n
B) ACTUAL CONSTRUCTION COSTS: The term Actual Construction Costs
\n shall mean costs necessarily incurred by Landlord in the proper
\n performance of the work described in Exhibit D. Such work
\n consists of the Landlord’s Work (as defined in Section 3.1
\n below) and the Leasehold Improvements (as defined in Section
\n 3.4(a) below). The Actual Construction Costs of the Landlord’s
\n Work and the Leasehold Improvements shall be determined without
\n duplication; all Actual Construction Costs in respect of
\n coordination of the Landlord’s Work with the Leasehold
\n Improvements shall be included in the Actual Construction Costs
\n of the Landlord’s Work. In the event of any ambiguity, conflict
\n or inconsistency between the Landlord’s Work or the Leasehold
\n Improvements or as to the allocation of the Actual Construction
\n Costs thereof, the same shall be deemed part of the Landlord’s
\n Work and included in the Actual Construction Costs thereof. All
\n so-called “general conditions” to the extent permitted to be
\n included in Actual Construction Costs shall be included in the
\n Actual Construction Costs for the Landlord’s Work. Such costs
\n shall be at rates not higher than the standard paid at the place
\n of the Property except with prior consent of Tenant. The Actual
\n Construction Costs shall include only the following items.<\/p>\n
(a) Landlord’s Labor Costs.<\/p>\n
(i) Wages of construction workers directly employed by
\n Landlord to perform the construction of the Landlord’s
\n Work and Leasehold Improvements at the site or at
\n off-site workshops. Landlord will not self perform any
\n of the construction without written approval for such
\n self performed work by the Tenant except for general
\n conditions, all rough carpentry work and installation of
\n all wood doors, hollow metal doors and related hardware.<\/p>\n
(ii) Wages or salaries of Landlord’s supervisory and
\n administrative personnel when stationed at the Property.<\/p>\n
(iii) INTENTIONALLY DELETED<\/p>\n
26<\/p>\n
(iv) Wages and salaries of Landlord’s supervisory or
\n administrative personnel engaged, at factories,
\n workshops or on the road, in expediting the production
\n or transportation of materials or equipment required for
\n the Landlord’s Work and Leasehold Improvements, but only
\n for that portion of their time required for the
\n Landlord’s Work and Leasehold Improvements.<\/p>\n
(v) Costs paid or incurred by Landlord for taxes,
\n insurance, contributions, assessments and benefits
\n required by law or collective bargaining agreements and,
\n for personnel not covered by such agreements, customary
\n benefits such as sick leave, transportation costs,
\n medical and health benefits, holidays, vacations and
\n pensions, provided such costs are based on wages and
\n salaries included in the Actual Construction Costs as
\n provided above. The cost of Landlord’s contributions for
\n F.I.C.A. taxes, state unemployment taxes, federal
\n unemployment taxes, worker’s compensation insurance and
\n general liability insurance shall be an amount equal to
\n 39% the employee’s taxable wages. Such amount shall only
\n apply to Landlord’s field labor force and does not apply
\n to its project management or design personnel.<\/p>\n
(b) Subcontract Costs. Payments made by Landlord to
\n subcontractors in accordance with the requirements of the
\n subcontracts.<\/p>\n
(c) Costs of Materials and Equipment Incorporated in the
\n Completed Construction.<\/p>\n
(i) Costs, including transportation, of materials and
\n equipment incorporated or to be incorporated in the
\n completed construction.<\/p>\n
(ii) Costs of materials described in the preceding
\n Clause 1(c)(i) in excess of those actually installed but
\n required to provide reasonable allowance for waste and
\n for spoilage. Unused excess materials, if any, shall be
\n handed over to Tenant at the completion of the
\n Landlord’s Work and Leasehold Improvements or, at
\n Tenant’s option, shall be sold by Landlord. Amounts
\n realized, if any, from such sales shall be credited to
\n Tenant as a deduction from the Actual Construction
\n Costs.<\/p>\n
(d) Costs of Other Materials and Equipment, Temporary Facilities
\n and Related Items<\/p>\n
(i) Costs, including transportation, installation,
\n maintenance, dismantling and removal of materials,
\n supplies, temporary facilities, machinery, equipment,
\n and hand tools not customarily owned by the construction
\n workers, which are provided by Landlord at the site<\/p>\n
27<\/p>\n
and fully consumed in the performance of the
\n Improvements; and cost less salvage value on such items
\n if not fully consumed, whether sold to others or
\n retained by Landlord. Cost for items previously used by
\n Landlord shall mean fair market value.<\/p>\n
(ii) Rental charges for temporary facilities, machinery,
\n equipment, and hand tools not customarily owned by the
\n construction workers, which are provided by Landlord at
\n the site, whether rented from Landlord or others, and
\n costs of transportation, installation, minor repairs and
\n replacements, dismantling and removal thereof. Rates and
\n quantities for equipment rental shall be per a rental
\n rate schedule reasonably approved by Tenant.<\/p>\n
(iii) Costs of removal of debris from the site.<\/p>\n
(iv) Costs of telegrams and long-distance telephone
\n calls, postage and parcel delivery charges, telephone
\n service at the site and reasonable petty cash expenses
\n of the site office.<\/p>\n
(v) Costs of temporary utilities (such as electricity,
\n gas, sewer, water and other such items) utilized to
\n construct the Property.<\/p>\n
(vi) That portion of the reasonable travel and
\n subsistence expenses of Landlord’s personnel incurred
\n while traveling in discharge of duties connected with
\n the Improvements.<\/p>\n
(e) Miscellaneous Costs<\/p>\n
(i) Premiums for insurance and bonds.<\/p>\n
(ii) Sales, use, gross receipts or similar taxes imposed
\n by a governmental authority which are related to the
\n Improvements and for which Landlord is liable.<\/p>\n
(iii) Fees and assessments for the building permit and
\n for other permits, licenses and inspections.<\/p>\n
(iv) Fees of testing laboratories for tests and
\n inspections.<\/p>\n
(v) Royalties and license fees paid for the use of a
\n particular design, process or product required by
\n Tenant; the cost of defending suits or claims for
\n infringement of patent rights arising from such
\n requirements; payments made in accordance with legal
\n judgments against Landlord resulting from such suits or
\n claims and payments of settlements made with Tenant’s
\n consent; provided, however, that such costs of legal
\n defenses, judgment and settlements shall not be<\/p>\n
28<\/p>\n
included in the calculation of the Actual Construction
\n Costs, and provided that such royalties, fees and costs
\n are not otherwise excluded.<\/p>\n
(vi) Deposits lost for causes other than Landlord’s
\n fault or negligence.<\/p>\n
(vii) Legal and paralegal costs incurred by Landlord in
\n resolving subcontractor disputes that are not the result
\n of Landlord’s negligence.<\/p>\n
(viii) Any deductibles paid by Landlord as a result of
\n casualty losses.<\/p>\n
(ix) Other costs incurred in the performance of the
\n Landlord’s Work and Leasehold Improvements if and to the
\n extent approved in writing by Tenant in its sole
\n discretion.<\/p>\n
(f) Emergencies. The Actual Construction Costs shall also
\n include costs which are incurred by Landlord in taking action to
\n prevent threatened damage, injury or loss in case of an
\n emergency affecting the safety of persons or property.<\/p>\n
(g) Design, Engineering and Other Professional Services<\/p>\n
(i) Costs incurred by Landlord to provide engineering,
\n soil investigation and other professional services that
\n are not performed by Landlord’s design personnel.<\/p>\n
(ii) Costs of travel, housing and subsistence of design
\n professionals.<\/p>\n
(iii) Costs of reproduction of any drawings,
\n specification or submittal.<\/p>\n
C) COSTS NOT TO BE REIMBURSED: The Actual Construction Costs shall not
\ninclude:<\/p>\n
(i) Salaries and other compensation of Landlord’s
\n personnel stationed at Landlord’s principal office or
\n offices other than the site office, except as
\n specifically provided in Paragraph 1(g).<\/p>\n
(ii) Expenses of Landlord’s principal office and offices
\n other than the site office.<\/p>\n
29<\/p>\n
(iii) Overhead and general expenses, except as may be
\n expressly included herein.<\/p>\n
(iv) Landlord’s capital expenses, including interest on
\n Landlord’s capital employed for the Improvements.<\/p>\n
(v) Rental costs of machinery and equipment, except as
\n specifically provided in Clause 1(d)(ii).<\/p>\n
(vi) Any cost not specifically and expressly described
\n under Actual Construction Costs.<\/p>\n
2.1. BASE RENT: For the period from the Commencement Date through the
\n sixtieth full calendar month of the Term, Monthly Base Rent shall be
\n one-twelfth of the sum of:<\/p>\n
a) 10.11% of the Total Project Cost, exclusive of the Actual
\n Construction Costs of Leasehold Improvements Cost;<\/p>\n
b) 15.727% of the Actual Construction Costs Leasehold Improvements
\n Cost;<\/p>\n
c) $15,113.75<\/p>\n
2.2. For the period from the sixty-first month through the one-hundred
\n twentieth month of the Term, Monthly Base Rent shall be 115% of the
\n Monthly Base Rent for the sixtieth month.<\/p>\n
2.3. For each of the Extended Terms, if applicable, Monthly Base Rent shall
\n be an amount equal to 90% of Market Rent.<\/p>\n
2.4. MARKET RENT. The term “Market Rent” means the rent per square foot that
\n a willing landlord would accept and a willing tenant would pay, neither
\n being under any compulsion or unusual consideration, for space
\n comparable to the portion of the Building and for a term equivalent to
\n the term for which the Market Rent is then being determined hereunder
\n and for a lease which is “net” to the same extent as, and otherwise
\n consistent with, this Lease, and taking into account all relevant
\n considerations, including transactions in comparable buildings in the
\n Northern Minneapolis Suburban corridor, all tenant or landlord
\n concessions, costs and allowances, such as (but without limitation)
\n leasehold improvement allowance, free rent and leasing commissions,
\n including reduction in such rental rate to take into account that Tenant
\n will not receive any allowance or concession.<\/p>\n
In the event Landlord and Tenant are unable to agree on Market Rent
\n within twenty (20) days of Tenant’s exercise of any extension option,
\n then the Market Rent shall be determined by arbitration in accordance
\n with the Commercial Arbitration<\/p>\n
30<\/p>\n
Rules of the American Arbitration Association. Within forty-five (45)
\n days after appointment, the arbitrator shall determine the current
\n Market Rent. The cost of the arbitration shall be borne equally by
\n Landlord and Tenant.<\/p>\n
Within twenty (20) days after receipt by Tenant of the written
\n determination of Market Rent by arbitration, Tenant may, by written
\n notice to Landlord, rescind its exercise of the extension option in
\n question, provided that, if exercise of the rescission right is less
\n than twelve (12) months before the end of the then Term, the Term shall
\n be deemed extended at the Base Rent then in effect for a period of
\n twelve (12) months after the date of such exercise of rescission. The
\n determination and award by the arbitrator shall be final and binding on
\n Landlord and Tenant.<\/p>\n
3.1. CONSTRUCTION BY LANDLORD: Landlord shall, at its sole cost and expense,
\n construct the Building and other improvements, including all common area
\n improvements and landscaping contemplated by the Outline Specifications
\n attached to the Lease as Exhibit D (“Landlord’s Work”). Landlord’s Work
\n includes all design, engineering, labor and material referenced in,
\n reasonably inferable from or otherwise necessary to complete the
\n improvements contemplated by the Outline Specifications and as the same
\n are extended in the Final Plans and Specifications, with exterior design
\n and finish consistent with the elevations attached as Exhibit F. The
\n Landlord’s Work shall be performed in a good and workmanlike manner,
\n consistent with best practices in the industry and in compliance with
\n all applicable legal requirements. All of the provisions of Section 3.4
\n shall apply as well to the Landlord’s Work, whether or not expressly so
\n stated in Section 3.4.<\/p>\n
3.2. ADJUSTMENTS AND CREDITS: Any adjustment to the contract price under the
\n Outline Specifications shall be borne by Landlord and shall not increase
\n the cost to Tenant, provided that any discretionary change order issued
\n by Tenant pursuant to Section 3.4.(f) below which result in an increase
\n in the cost of Landlord’s Work shall be at Tenant’s cost to the extent
\n provided in Section 3.4.(f) below.<\/p>\n
3.3. TENANT APPROVAL: Landlord shall consult with Tenant during the
\n preparation of, and shall submit to Tenant for its approval, the final
\n plans and specifications for the Landlord’s Work and the Leasehold
\n Improvements, which approval shall not be unreasonably withheld.<\/p>\n
3.4. LEASEHOLD IMPROVEMENTS:<\/p>\n
(a) Landlord shall construct and complete all of the work set forth
\n in the plans and specifications prepared by Landlord and
\n approved by Tenant (the “Leasehold Improvements”). Landlord
\n shall at all times provide knowledgeable personnel to perform
\n its duties with respect to such construction, and acknowledges
\n and accepts the position of trust and confidence which it holds
\n with respect to Tenant in respect thereof. <\/p>\n
31<\/p>\n
Landlord shall be responsible for all aspects of the Leasehold
\n Improvements, other than as specifically directed by Tenant in
\n writing, necessary for the complete construction thereof, ready
\n to turn over to Tenant on a “turnkey basis”; for coordination of
\n plans prepared by or on behalf of Tenant with the base building
\n and Landlord’s Work; processing and documenting change orders
\n requested by Tenant; securing all necessary approvals and
\n authorizations, including but not limited to building permits
\n for Leasehold Improvements; securing competitive bids;
\n negotiation of all construction contracts; monitoring and
\n inspecting the work and the progress thereof to the extent being
\n performed by others; and preparation of a “punch list” of
\n incomplete or defective work, including as required under any
\n construction contract or this Lease.<\/p>\n
(b) Landlord (or an affiliate of Landlord) will act as general
\n contractor for the Leasehold Improvements. Such work shall be
\n performed at a cost not to exceed the competitive cost thereof.<\/p>\n
(c) The portion of the Leasehold Improvements not to be performed by
\n Landlord’s own forces shall be bid separately from Landlord’s
\n Work and shall be fixed price contract, unless otherwise agreed
\n by Tenant. Except for discretionary changes in the Leasehold
\n Improvements which are requested in writing by Tenant and
\n documented by a written change order executed by Tenant setting
\n forth the net cost to Tenant of such change (excluding changes
\n requested by Tenant due to defective or inadequate construction
\n or other deficiencies not the fault of Tenant), the cost to
\n Tenant for the Leasehold Improvements shall not exceed the
\n accepted bid price thereof.<\/p>\n
(d) Landlord shall submit to Tenant for Tenant’s reasonable approval
\n a bid list of at least three qualified subcontractors to perform
\n each division of the Leasehold Improvements. Tenant shall have
\n the right to submit and add qualified contractors to such bid
\n list, subject to Landlord’s reasonable approval. Landlord shall
\n be responsible to solicit a minimum of three bids for the work
\n in such format and in accordance with such bid requirements and
\n specifications as may be reasonably approved by Tenant,
\n including without limitation the itemization of the entire or
\n designated portions of each bid. Landlord shall be responsible
\n to review and tabulate the bids, to consult with Tenant
\n regarding the bids, and shall recommend to Tenant, for Tenant’s
\n approval, the lowest and best bid to be selected. Tenant may
\n require all bids to be rejected or may, with or without making
\n changes to the Leasehold Improvements in order to reduce the
\n cost thereof, negotiate, or direct Landlord to negotiate, with
\n one or more of such in order to achieve an acceptable price for
\n the Leasehold Improvements.<\/p>\n
32<\/p>\n
(e) All construction contracts entered into by Landlord for the
\n Leasehold Improvements shall have warranties which are
\n reasonably acceptable to Tenant and shall not provide for
\n liquidated damages or other penalty or specific monetary failure
\n to complete, or any bonus for completion of, the Landlord’s Work
\n or the Leasehold Improvements by a particular time. Any premium
\n cost included in any construction contract for the Leasehold
\n Improvements above the cost to perform the work without overtime
\n and in the ordinary course shall be borne by Landlord.<\/p>\n
(f) Tenant may from time to time require changes in the Landlord’s
\n Work and the Leasehold Improvements by submitting a written
\n change order therefor to Landlord. No change order shall (a)
\n increase the Actual Construction Cost to Tenant or the
\n guaranteed maximum cost or (b) extend the time by which any of
\n such work shall be substantially completed unless Landlord
\n states in such change order, in the case of (a) the net increase
\n in Actual Construction Costs to Tenant and provides an
\n explanation thereof in reasonable detail and, in the case of (b)
\n the delay in substantial completion directly attributable to
\n such delay, provided that (i) no such statement shall be binding
\n on Tenant unless Tenant specifically accepts such statement in
\n such change order and (ii) there shall be no increase in Actual
\n Construction Costs to Tenant and no extension of the time for
\n completion of any such work to the extent the change order is
\n not discretionary, such as a change order which directs the
\n correction of defective or inadequate construction or other
\n deficiencies (including but not limited to failure to comply
\n with applicable legal requirements) not the fault of Tenant.<\/p>\n
(g) Landlord shall permit Tenant’s space planner, architects and
\n other consultants to inspect the Premises and Landlord’s Work
\n and the Leasehold Improvements at all reasonable times after the
\n date hereof. No inspection by Tenant or any such person, and no
\n approval or failure to reject any of the Landlord’s Work or the
\n Leasehold Improvements, shall waive or release the obligation of
\n Landlord to construct and deliver the Premises with the
\n Landlord’s Work and the Leasehold Improvements completed in
\n accordance with the requirements of this Lease, including as the
\n same may be changed pursuant to change orders made in accordance
\n with this Lease.<\/p>\n
(h) Upon receipt by Landlord of any application for payment from any
\n contractors engaged by Landlord, or any communication, whether
\n oral or written, from such contractors, inspecting architects or
\n engineers, governmental authorities which may have a material
\n effect on the Landlord’s Work or the Leasehold Improvements
\n (including but not limited to any deficiency or irregularity
\n with respect thereto), Landlord shall provide copies of such
\n application or written communication to Tenant and otherwise
\n advise Tenant of the substance of any such oral communication.<\/p>\n
33<\/p>\n
(i) Landlord shall make and retain for a period of four (4) years,
\n complete books and records, with substantiating evidence of
\n costs, application for payment and the like, in respect of the
\n Landlord’s Work and Leasehold Improvements.<\/p>\n
3.5. SCHEDULE FOR SUBMISSIONS, APPROVALS, ETC.: Attached hereto as Exhibit E
\n is a construction schedule for the design, bidding and construction of
\n the Project and the Leasehold Improvements. Additionally, 1) Tenant
\n shall deliver to Landlord Design Development plans for Leasehold
\n Improvements by May 26, 1998; 2) Landlord shall deliver to Tenant the
\n HVAC system plan and Leasehold Improvement Construction plan to Tenant
\n by May 31, 1998; 3) Tenant shall approve (or detail in writing its
\n reasonable objections to) the HVAC system plan and the Leasehold
\n Improvement Construction plan by June 6, 1998. Landlord and Tenant shall
\n each perform their respective responsibilities consistent with such
\n schedule. If Tenant fails to perform its responsibilities within the
\n time provided, and to give approvals in a timely fashion consistent with
\n such schedule, then, except to the extent any such failure is
\n attributable to the fault of Landlord, the time for performance by
\n Landlord shall be extended by one (1) day for each day by which such
\n failure by Tenant continues, but in any event only if and to the extent
\n Landlord is actually delayed by such failure.<\/p>\n
4.1. OPTION TO EXPAND: Ryan Companies US, Inc., (“Ryan”), subject to the
\n terms and conditions hereof, hereby grants to Tenant the exclusive
\n option (“Expansion Option”) to lease certain premises (“Expansion
\n Premises”) to be built on land (“Expansion Land”) adjacent to the
\n Project as illustrated on the Site Plan attached as Exhibit B. Landlord
\n hereby represents and warrants that a two story building of not less
\n than 45,000 square feet, with surface parking for not less than 225 cars
\n is permissible as a matter of right and without variance, or conditional
\n or other use permit under applicable zoning regulations and building
\n codes in effect as of the date of this Lease that such building may be
\n used for the same purposes permitted under this Lease and that there is
\n sufficient area available on the Expansion Land, and the configuration
\n of the Expansion Land is such that, such building, parking and related
\n improvements can be constructed on the Expansion Land in compliance with
\n zoning regulations and building codes consistent with the requirements
\n of this Lease. The legal description of the Expansion Land is attached
\n hereto as Exhibit A-3.<\/p>\n
Ryan hereby agrees that, prior to the termination of, or exercise of
\n (and completion of its obligations in respect of) the Expansion Option,
\n it shall not transfer its interest in the Project, other than a transfer
\n (1) for security purposes only or (2) to an entity controlled by it or
\n (3) to an entity controlled by its principals and that such transferree
\n shall remain controlled by or under common control with Ryan, with such
\n control continuing, and the Project shall at all such times be under
\n such <\/p>\n
34<\/p>\n
common control with the Expansion Land. No such transfer shall release
\n Ryan from any obligation under this Article 4, which shall remain
\n directly and primarily liable therefore and shall not be discharged by
\n any matter that would, but for this provision, release a party in the
\n position of, or comparable to, a surety. Without limiting the foregoing,
\n Ryan hereby guarantees, absolutely and unconditionally, the full and
\n timely payment and performance of this Article 4 by any such transferee.<\/p>\n
Except as otherwise expressly provided herein, the obligations of
\n Landlord under this Article 4 shall be the personal, independent
\n obligations of Ryan and shall not be binding upon any future owner of
\n the interest of Landlord hereunder. Any failure by Ryan to perform its
\n obligations under this Article 4 shall not constitute a default by
\n Landlord under this Lease or entitle Tenant to terminate this Lease or
\n withhold or offset against Rent. Notwithstanding the foregoing or any
\n other provisions of this Lease, the obligations of Ryan under this
\n Article 4 shall be binding upon Ryan and any future owner of the
\n Expansion Land, and their respective successors and assigns. Landlord
\n agrees to permit the Expansion Premises to be laid out in coordination
\n with the improvements on the Premises so that the same may be used as an
\n integrated project by Tenant, and to permit connecting walkways
\n (including an enclosed walkway), provided that (a) the same are approved
\n by Landlord, which approval shall not be unreasonably withheld or
\n delayed and (b) Landlord may condition its approval on the removal of
\n connecting walkways from the Premises upon the expiration or sooner
\n termination of this Lease.<\/p>\n
4.2. TERM OF OPTION: The Expansion Option shall expire on the last day of the
\n forty-eighth month of the Term of this Lease, unless sooner terminated
\n as provided herein.<\/p>\n
4.3. CONSIDERATION: Tenant may, at its election, pay to Ryan, as
\n consideration for continuation after the twenty-fourth month of the
\n Expansion Option, on or before the later of (a) ten (10) days after
\n receipt of Ryan’s invoice accompanied by a notice stating the Expansion
\n Option under this Lease will terminate if the invoice is not paid within
\n said ten (10) day period, or (b) the first day of each of the
\n twenty-fifth month and thirty-seventh months of the Term the sum of One
\n Hundred Seventy Five Thousand and no\/100 Dollars ($175,000.00). Tenant
\n to pay to Ryan, as additional consideration on or before the later of
\n (a) ten (10) days after receipt of Ryan’s invoice or (b) twenty (20)
\n days prior to the last date such taxes and installments of special
\n assessments, on a due and payable basis, are due without penalty, the
\n amount of real estate taxes and installments of special assessments
\n allocable to the Expansion Land for the period from the twenty-fifth
\n month through the forty-eighth month of the Term. Notwithstanding the
\n foregoing, (1) no amount shall be payable under this Section if Tenant
\n exercises the Expansion Option on or before the end of the twenty-fourth
\n (24th) month of the Term, (2) each $175,000 amount paid by Tenant under
\n this Section shall be prorated as of the date the Expansion Option is
\n exercised, based on a period of 365 days and the<\/p>\n
35<\/p>\n
number of days elapsed from the date the payment is due to but excluding
\n the date the Expansion Option is exercised, and (3) any real estate
\n taxes and installments of special assessments prorated and allocable (on
\n a due and payable basis) to the period commencing with exercise of the
\n option shall be included in Total Project Costs (clause j. of the
\n definition thereof) for the Expansion Building and paid by Ryan, not
\n Tenant.<\/p>\n
Tenant hereby agrees that in the event Tenant shall not make the
\n payments under this Section and such failure continues for five days
\n after written notice or if this Lease shall otherwise terminate and
\n Landlord shall recover possession whether or not based on default, and
\n such default shall not be cured as provided for in the Lease, this
\n Expansion Option shall terminate without further action on the part of
\n Ryan. If this Lease is terminated on any basis other than Tenant’s
\n default, any payment made by Tenant under the first paragraph of this
\n Section 4.3 which was due and payable within twelve (12) months of such
\n termination shall be refunded to Tenant. If this Lease is terminated for
\n Landlord’s default or if Ryan defaults in its obligations under this
\n Article 4, then all amounts paid by Tenant under this Article 4 shall
\n immediately be refunded to Tenant with interest from the date paid by
\n Tenant at the rate specified in Section 23 of this Lease.<\/p>\n
4.4. Tenant shall exercise the Expansion Option by written notice to Ryan
\n given at any time prior to expiration of the Expansion Option, provided
\n that Landlord shall have up to one (1) year after exercise of the
\n Expansion Option to complete construction and cause the commencement
\n date of such lease to occur. Tenant shall in such notice of exercise
\n state the approximate square footage of the expansion building (which
\n shall not be less than 45,000 square feet and not more than 60,000
\n square feet) and shall also, but not as a condition of such exercise
\n notice, state the date of its desired occupancy of Expansion Premises.
\n The actual building size shall be as so stated by Tenant unless (a) such
\n size cannot legally be constructed on the Expansion Land, but if such
\n size is 45,000 square feet only if the same cannot be constructed by
\n reason of a change in applicable legal requirements after the date
\n hereof, or (b) if the stated size is less than 60,000 square feet, such
\n greater size as Ryan may elect up to a maximum of 60,000 square feet,
\n but only to the extent that the same may be constructed (i) without
\n variance, or conditional or special use or other permit that would delay
\n commencement of construction, and (ii) a parking ratio of 5 spaces per
\n 1,000 square feet of building area is provided on the basis of surface
\n parking only all of which shall be located on the Expansion Land. No
\n more than sixty (60) days following receipt of Tenant’s notice, Ryan
\n shall deliver to Tenant, in reasonable detail, a statement setting forth
\n Ryan’s estimate of (m) the costs and schedule to construct the Expansion
\n Premises in a manner equivalent in quality, materials and workmanship to
\n the construction of the Premises and (n) the Base Rent, with an
\n explanation in reasonable detail of the basis for such estimates,
\n including the amounts comprising the Total Project Costs as set forth in
\n Section 1A (with supporting detailed information) of this Exhibit C and
\n the financing upon which the debt service constant is based. The debt
\n service <\/p>\n
36
\n constant shall be mutually acceptable to Landlord and Tenant, and shall
\n be based on a loan which shall provide for no less than a 25 year
\n amortization schedule, a loan to value ratio no greater than 80%, no
\n less than a five year term, no more than a one percent fee, and be
\n non-recourse. No more than thirty (30) days following receipt of Ryan’s
\n estimate, Tenant shall notify Ryan in writing of its acceptance or
\n rejection of Ryan’s estimate. If Tenant rejects Ryan’s estimate, then
\n Ryan and Tenant shall consult with each other to try to resolve the
\n difference, which may include, and Ryan agrees to accept, reasonable
\n alternate financing provided or arranged by Tenant.<\/p>\n
4.5. Upon acceptance of Ryan’s estimate, Ryan and Tenant shall enter into a
\n new Lease for the Expansion Premises upon the same terms and conditions
\n as contained in this Lease and with Base Rent calculated in the same
\n manner as Base Rent for the Premises, except that the constant applied
\n to the Total Project Cost shall be equal to the debt service constant
\n plus 70 basis points.<\/p>\n
5. ADDITIONAL OPTION TO EXTEND: Upon execution of the lease for the
\n Expansion Premises and the determination of initial term thereof
\n pursuant to the provisions thereof, Tenant shall have the option to
\n extend the initial Term of this Lease with respect to the entire
\n Premises for the period from the last day of the initial Term of this
\n Lease to the last day of the initial Term of the lease for the Expansion
\n Premises with the effect that Tenant shall retain the two-five year
\n options provided in Section 2.2. Such term shall be upon the same terms
\n as provided in this Lease for the Term, except for the Base Rent which
\n shall be as set forth in Section 2.3 of Exhibit C. Landlord shall, not
\n less than twelve (12) months before the end of the then Term, give
\n notice to Tenant of Tenant’s upcoming extension option and of Landlord’s
\n best estimate of the Market Rent for the Extended Term covered thereby.
\n Tenant shall exercise its option by giving notice of such exercise to
\n Landlord, not less than the later of thirty (30) days after receipt of
\n Landlord’s notice of the option and estimate of Market Rent or twelve
\n (12) months prior to the end of the Term, or the then current Extended
\n Term, as the case may be. Such exercise is subject to rescission as
\n provided in Section 2.4 of Exhibit C. Tenant’s exercise or failure to
\n exercise this option to extend the term of this Lease within the time
\n provided in this Section shall not affect Tenant’s rights under Section
\n 2.2 of the Lease.<\/p>\n
37
\n OPTION AGREEMENT
\n —————-
\n THIS AGREEMENT is made and entered into this 30th day of April, 1998, by
\nand between RYAN COMPANIES US, INC., a Minnesota corporation (“Owner”), and
\nVERITAS SOFTWARE CORPORATION, a Delaware corporation (“Tenant”).<\/p>\n
RECITALS
\n ——–
\n A. Owner and Tenant have entered into a Lease Agreement of even date
\nherewith (the “Lease”). Pursuant to said Lease, Owner has granted to Tenant an
\noption to have Owner construct a building upon the land described in Exhibit A
\nattached hereto (the “Land”) and lease such Land and building from Owner (the
\n“Expansion Option”).<\/p>\n
B. If Tenant exercises the Expansion Option and Owner fails or refuses to
\nperform its obligations under the Lease with respect thereto (an “Expansion
\nOption Default”), then Owner is willing to sell the Land to Tenant.<\/p>\n
AGREEMENT
\n ———
\n NOW, THEREFORE, in consideration of the Lease, Owner and Tenant agree as
\nfollows:<\/p>\n
1. If, but only if, an Expansion Option Default occurs and is not cured
\nwithin thirty (30) days after written notice thereof by Tenant to Owner or by
\nOwner to Tenant, then Tenant shall have the right and option to purchase the
\nLand at any time within ninety (90) days after the expiration of such 30-day
\nperiod, but in no event later than July, 1, 2003 (the “Option Period”).<\/p>\n
2. The total purchase price to be paid by Tenant for the Land shall be
\nthe sum of $4.25 times the number of square feet in the land. Tenant may
\nexercise its option to purchase the Land by paying such purchase price to Owner
\nprior to the expiration of the Option Period, whereupon Owner shall convey the
\nLand to Tenant by warranty deed, with State Deed Tax paid thereon, free and
\nclear of all liens and encumbrances except easements, restrictions and
\nreservations which are of record on the date hereof, real estate taxes and
\nspecial assessments which are not delinquent and a Declaration of Common
\nDriveway Easement in the form of Exhibit B attached hereto. Real estate taxes
\nwhich are payable during the year in which the conveyance occurs shall be
\nprorated as of the date thereof. Owner shall pay all special assessments which
\nare levied or pending as of the date hereof.<\/p>\n
3. Time is of the essence hereof. At such time as either (a) an
\nExpansion Option Default can not longer arise, or (b) the Option Period has
\nexpired and Tenant has failed to exercise its option hereunder to purchase the
\nLand, Tenant shall upon the request of Owner acknowledge the termination of this
\nAgreement by written agreement in recordable form. It is agreed that an
\nExpansion Option Default cannot occur if Owner and Tenant enter into a lease for
\nthe Land and Owner commences construction of a building thereon pursuant to said
\nlease.
\n 38
\n IN TESTIMONY WHEREOF, Owner and Tenant have caused this Agreement to be
\nduly executed as of the date first above written.<\/p>\n
RYAN COMPANIES US, INC.<\/p>\n
By \/s\/ KENT M. CARLSON
\n ————————————-
\n Its Vice President<\/p>\n
VERITAS SOFTWARE CORPORATION<\/p>\n
By \/s\/ JAY A. JONES
\n ————————————-
\n Vice President and General Counsel<\/p>\n
STATE OF MINNESOTA )
\n )ss.
\nCOUNTY OF HENNEPIN )<\/p>\n
The foregoing instrument was acknowledged before me this 4th day of May,
\n1998, by Kent M. Carlson the Vice President of RYAN COMPANIES US, INC., a
\nMinnesota corporation, on behalf of said corporation.<\/p>\n
\/s\/ JACQUELYN UMPHRESS
\n [SEAL] —————————————-
\n Notary Public<\/p>\n
STATE OF CALIFORNIA )
\n )ss.
\nCOUNTY OF SANTA CLARA)<\/p>\n
The foregoing instrument was acknowledged before me this 1 day of May,
\n1998, by JAY A. JONES the VP & General Counsel of VERITAS SOFTWARE CORPORATION,
\na Delaware corporation, on behalf of said corporation.<\/p>\n
\/s\/ ROSA ELIZABETH CARRETERO
\n [SEAL] —————————————-
\n Notary Public<\/p>\n
THIS INSTRUMENT WAS DRAFTED BY:
\n Dennis Burratti, Esq.
\n Ryan Companies US, Inc.
\n 700 International Centre
\n 900 Second Avenue South
\n Minneapolis, MN 55402-3387<\/p>\n
2<\/p>\n
39
\n EXHIBIT A<\/p>\n
THE LAND<\/p>\n
That part of Lot 4, Block 1, CENTRE POINT BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying southerly and
\nsouthwesterly of a line described as follows: Commencing at the northwest
\ncorner of said Lot 4; thence South 00 degrees 00 minutes 00 seconds West,
\nassumed bearing, along the west line of said Lot 4 a distance of 98.78 feet to
\nthe beginning of the line to be described; thence North 90 degrees 00 minutes
\n00 seconds East a distance of 194.99 feet; thence South 45 degrees 00 minutes
\n00 seconds East a distance of 89.36 feet to the easterly line of said Lot 4 and
\nsaid line there terminating.<\/p>\n
ALSO<\/p>\n
That part of Lot 5, BLOCK 1, CENTRE POINT BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying northerly of a line
\ndescribed as follows: Commencing at the most northerly northwest corner of said
\nLot 5; thence South 00 degrees 00 minutes 00 seconds West, assumed bearing,
\nalong the west line of said Lot 5 a distance of 56.35 feet to the beginning of
\nthe line to be described; thence North 90 degrees 00 minutes 00 seconds East a
\ndistance of 271.60 feet to the northeasterly line of said Lot 5 and said line
\nthere terminating.
\n 40
\n EXHIBIT B<\/p>\n
DECLARATION OF COMMON DRIVEWAY EASEMENT<\/p>\n
THIS DECLARATION is made this 4th day of May, 1998, by RYAN COMPANIES US,
\nINC., a Minnesota corporation (“Ryan”).<\/p>\n
RECITALS<\/p>\n
A. Ryan is the owner of the premises described in Exhibit 1 attached
\nhereto (“Parcel 1”), and is also the owner of the adjoining premises described
\nin Exhibit 2 attached hereto (“Parcel 2”).<\/p>\n
B. Ryan desires to create an easement for common driveway purposes over
\nand across that portion of Parcel 1 and Parcel 2 which is described in Exhibit
\n3 attached hereto (the “Easement Parcel”).<\/p>\n
NOW, THEREFORE, Ryan does hereby declare as follows:<\/p>\n
1. An easement for vehicular ingress and egress is hereby established
\nover, upon and across the Easement Parcel, which easement shall be for the
\nbenefit of the owners and tenants of Parcel 1 and Parcel 2 and their invitees.<\/p>\n
2. The owner of Parcel 1 shall keep and maintain the Easement Parcel in
\ngood condition and state of repair, and shall cause snow to be removed
\ntherefrom within a reasonable time. The owner of Parcel 2 shall, within 30 days
\nafter receipt of an invoice therefor, reimburse the owner of Parcel 1 for 50%
\nof all costs incurred for such maintenance. Amounts not paid when due shall
\nbear interest at the rate of 8% per annum, and the owner of Parcel 2 shall also
\nbear all costs of collection, including attorneys’ fees.<\/p>\n
3. The easements and covenants herein contained shall run with the land
\nand be binding upon all future owners of Parcel 1 and Parcel 2.<\/p>\n
IN WITNESS WHEREOF, Ryan has caused this Declaration to be duly executed
\nas of the date first above written.<\/p>\n
RYAN COMPANIES US, INC.<\/p>\n
By KENT M. CARLSON
\n ————————
\n Its Vice President
\n 41
\nSTATE OF MINNESOTA )
\n ) ss.
\nCOUNTY OF HENNEPIN )<\/p>\n
The foregoing instrument was acknowledged before me this 4th day of May,
\n1998, by Kent M. Carlson the Vice President of RYAN COMPANIES US, INC., a
\nMinnesota corporation, on behalf of said corporation.<\/p>\n
[SEAL]
\n JACQUELYN UMPHRESS
\n NOTARY PUBLIC – MINNESOTA \/s\/ JACQUELYN UMPHRESS
\nMy Comsn. Expires Jan. 31, 2000 ———————————-
\n Notary Public<\/p>\n
THIS INSTRUMENT WAS DRAFTED BY:
\n Dennis Buratti, Esq.
\n Ryan Companies US, Inc.
\n 700 International Centre
\n 900 Second Avenue South
\n Minneapolis, MN 55402-3387
\n 42
\n EXHIBIT 1
\n ———
\n PARCEL 1<\/p>\n
That part of Lot 3, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying southerly of the
\nfollowing described line: Commencing at the northeast corner of said Lot 3;
\nthence South 30 degrees 00 minutes 00 seconds East, assumed bearing, 171.23
\nfeet along the easterly line of said Lot 3; thence southerly 143.99 feet along
\nsaid east line of Lot 3 on a tangential curve concave to the west with a radius
\nof 275.00 feet and with a central angle of 30 degrees 00 minutes 00 seconds;
\nthence on a bearing of South 90.00 feet tangent to said curve along said east
\nline of Lot 3 to the point of beginning of the line to be described; thence on
\na bearing West 408.50 feet to a point on the west line of Lot 3 and said line
\nthere terminating.<\/p>\n
ALSO<\/p>\n
That part of Lot 4, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying northerly and
\nnortheasterly of a line described as follows: Commencing at the northwest corner
\nof said Lot 4; thence South 00 degrees 00 minutes 00 seconds West, assumed
\nbearing, along the west line of said Lot 4 a distance of 98.78 feet to the point
\nof beginning of the line to be described, thence North 90 degrees 00 minutes 00
\nseconds East a distance of 194.99 feet; thence South 45 degrees 00 minutes 00
\nseconds East a distance of 89.36 feet to the easterly line of said Lot 4 and
\nsaid line there terminating.
\n 43
\n EXHIBIT 2<\/p>\n
PARCEL 2<\/p>\n
That part of Lot 4, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying southerly and
\nsouthwesterly of a line described as follows: Commencing at the northwest
\ncorner of said Lot 4; thence South 00 degrees 00 minutes 00 seconds West,
\nassumed bearing, along the west line of said Lot 4 a distance of 98.78 feet to
\nthe beginning of the line to be described; thence North 90 degrees 00 minutes
\n00 seconds East a distance of 194.99 feet; thence South 45 degrees 00 minutes
\n00 seconds East a distance of 89.36 feet to the easterly line of said Lot 4 and
\nsaid line there terminating.
\n ALSO<\/p>\n
That part of Lot 5, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying northerly of a line
\ndescribed as follows: Commencing at the most northerly northwest corner of said
\nLot 5; thence South 00 degrees 00 minutes 00 seconds West, assumed bearing,
\nalong a west line of said Lot 5 a distance of 56.35 feet to the beginning of
\nthe line to be described; thence North 90 degrees 00 minutes 00 seconds East a
\ndistance of 271.60 feet to the northeasterly line of said Lot 5 and said line
\nthere terminating.<\/p>\n
44
\n EXHIBIT 3<\/p>\n
EASEMENT PARCEL<\/p>\n
45
\n OPTION AGREEMENT<\/p>\n
THIS AGREEMENT is made and entered into this 3rd day of June, 1998, by and
\nbetween RYAN COMPANIES US, INC., a Minnesota corporation (“Owner”), and VERITAS
\nSOFTWARE CORPORATION, a Delaware corporation (“Tenant”).<\/p>\n
RECITALS<\/p>\n
A. Owner and Tenant have entered into a Lease Agreement dated April 30,
\n1998, as amended by a First Amendment to Lease Agreement dated June 1, 1998
\n(together, the “Lease”). Pursuant to said Lease, Owner has granted to Tenant an
\noption to have Owner construct a building upon the land described in Exhibit A
\nattached hereto (the “Land”) and lease such Land and building from Owner (the
\n“Expansion Option”).<\/p>\n
B. If Tenant exercises the Expansion Option and Owner fails or refuses
\nto perform its obligations under the Lease with respect thereto (an “Expansion
\nOption Default”), then Owner is willing to sell the Land to Tenant.<\/p>\n
AGREEMENT<\/p>\n
NOW, THEREFORE, in consideration of the Lease, Owner and Tenant agree as
\nfollows:<\/p>\n
1. If, but only if, an Expansion Option Default occurs and is not cured
\nwithin thirty (30) days after written notice thereof by Tenant to Owner or by
\nOwner to Tenant, then Tenant shall have the right and option to purchase the
\nland at any time within ninety (90) days after the expiration of such 30-day
\nperiod, but in no event later than July 1, 2003 (the “Option Period”).<\/p>\n
2. The total purchase price to be paid by Tenant for the Land shall be
\nthe sum of $550,100. Tenant may exercise its option to purchase the Land by
\npaying such purchase price to Owner prior to the expiration of the Option
\nPeriod, whereupon Owner shall convey the Land to Tenant by warranty deed, with
\nState Deed Tax paid thereon, free and clear of all liens and encumbrances
\nexcept easements, restrictions and reservations which are of record on the date
\nhereof, real estate taxes and special assessments which are not delinquent and
\na Declaration of Common Driveway Easement in the form of Exhibit B attached
\nhereto. Real estate taxes which are payable during the year in which the
\nconveyance occurs shall be prorated as of the date thereof. Owner shall pay all
\nspecial assessments which have been levied as of the date hereof.<\/p>\n
3. Time is of the essence hereof. At such time as either (a) an
\nExpansion Option Default can no longer arise, or (b) the Option Period has
\nexpired and Tenant has failed to exercise its option hereunder to purchase the
\nLand, Tenant shall upon the request of Owner acknowledge the termination of
\nthis Agreement by written agreement in recordable form. Any failure or refusal
\nby Tenant to do so within 30 days after written request by Owner shall
\nconstitute a default by Tenant under the Lease. It is agreed that an Expansion
\nOption Default cannot occur if Owner and Tenant enter into a lease for the Land
\nand Owner commences construction of a building thereon pursuant to said lease.<\/p>\n
4. This Agreement supersedes and replaces in its entirety the Option
\nAgreement between Owner and Tenant dated April 30, 1998, which prior Option
\nAgreement is of no further force or effect.
\n 46
\n IN TESTIMONY WHEREOF, Owner and Tenant have caused this Agreement to be
\nduly executed as of the date first above written.<\/p>\n
RYAN COMPANIES US, INC.<\/p>\n
By \/s\/ DENNIS BURATTI
\n —————————–
\n Its Vice President<\/p>\n
VERITAS SOFTWARE CORPORATION<\/p>\n
By \/s\/ JAY A JONES
\n —————————–
\n Its JAY A. JONES
\n VICE PRESIDENT AND
\n GENERAL COUNSEL<\/p>\n
STATE OF MINNESOTA )
\n ) ss.
\nCOUNTY OF HENNEPIN )<\/p>\n
The foregoing instrument was acknowledged before me this 3 day of June,
\n1998, by Dennis Buratti the Vice President of RYAN COMPANIES US, INC., a
\nMinnesota corporation, on behalf of said corporation.<\/p>\n
\/s\/ JUDY A. HERMANSON
\n ———————————
\n Notary Public<\/p>\n
[SEAL]
\n JUDY A. HERMANSON
\n NOTARY PUBLIC – MINNESOTA
\n HENNEPIN COUNTY
\n My Commission Expires Jan. 31, 2000<\/p>\n
STATE OF ______________ )
\n ) ss.
\nCOUNTY OF _____________ )<\/p>\n
The foregoing instrument was acknowledged before me this ____ day of
\n_________, 1998, by ___________________________ the ___________________________
\nof VERITAS SOFTWARE CORPORATION, a Delaware corporation, on behalf of said
\ncorporation.<\/p>\n
———————————
\n Notary Public<\/p>\n
THIS INSTRUMENT WAS DRAFTED BY:
\n Dennis Buratti, Esq.
\n Ryan Companies US, Inc.
\n 700 International Centre
\n 900 Second Avenue South
\n Minneapolis, MN 55402-3387<\/p>\n
2
\n 47<\/p>\n
EXHIBIT A<\/p>\n
THE LAND<\/p>\n
That part of Lot 4, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying southerly and
\nsouthwesterly of a line described as follows: Commencing at the northwest
\ncorner of said Lot 4; thence South 00 degrees 00 minutes 00 seconds West,
\nassumed bearing, along the west line of said Lot 4 a distance of 89.34 feet to
\nthe beginning of the line to be described; thence North 90 degrees 00 minutes
\n00 seconds East a distance of 188.87 feet; thence South 45 degrees 00 minutes
\n00 seconds East a distance of 99.58 feet to the easterly line of said Lot 4 and
\nsaid line there terminating.<\/p>\n
ALSO<\/p>\n
That part of Lot 5, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying northerly of a line
\ndescribed as follows: Commencing at the most northerly northwest corner of said
\nLot 5; thence South 00 degrees 00 minutes 00 seconds West, assumed bearing,
\nalong a west line of said Lot 5 a distance of 46.92 feet to the beginning of
\nthe line to be described; thence North 90 degrees 00 minutes 00 seconds East a
\ndistance of 265.37 feet to the northeasterly line of said Lot 5 and said line
\nthere terminating.
\n 48<\/p>\n
EXHIBIT B<\/p>\n
DECLARATION OF COMMON DRIVEWAY EASEMENT<\/p>\n
THIS DECLARATION is made this ______ day of __________________, 1998, by
\nRYAN COMPANIES US, INC., a Minnesota corporation (“Ryan”).<\/p>\n
RECITALS<\/p>\n
A. Ryan is the owner of the premises described in Exhibit 1 attached
\nhereto (“Parcel 1”), and is also the owner of the adjoining premises described
\nin Exhibit 2 attached hereto (“Parcel 2”).<\/p>\n
B. Ryan desires to create an easement for common driveway purposes over
\nand across that portion of Parcel 1 and Parcel 2 which is described in Exhibit 3
\nattached hereto (the “Easement Parcel”).<\/p>\n
NOW, THEREFORE, Ryan does hereby declare as follows:<\/p>\n
1. An easement for vehicular ingress and egress is hereby established
\nover, upon and across the Easement Parcel, which easement shall be for the
\nbenefit of the owners and tenants of Parcel 1 and Parcel 2 and their invitees.<\/p>\n
2. The owner of Parcel 1 shall keep and maintain the Easement Parcel in
\ngood condition and state of repair, and shall cause snow to be removed
\ntherefrom within a reasonable time. The owner of Parcel 2 shall, within 30 days
\nafter receipt of an invoice therefor, reimburse the owner of Parcel 1 for 50%
\nof all costs incurred for such maintenance; provided, however, that the owner
\nof Parcel 2 shall not be responsible for such share of maintenance costs which
\nare incurred prior to the completion of construction of a building on Parcel 2.
\nAmounts not paid when due shall bear interest at the rate of 8% per annum, and
\nthe owner of Parcel 2 shall also bear all costs of collection, including
\nattorneys’ fees.<\/p>\n
3. The easements and covenants herein contained shall run with the land
\nand be binding upon all future owners of Parcel 1 and Parcel 2. Owners shall be
\nresponsible only for the obligations which arise hereunder during the periods
\nof their ownership.<\/p>\n
IN WITNESS WHEREOF, Ryan has caused this Declaration to be duly executed
\nas of the date first above written.<\/p>\n
RYAN COMPANIES US, INC.<\/p>\n
By _____________________________________
\n Its Vice President
\n 49
\nSTATE OF MINNESOTA )
\n ) ss.
\nCOUNTY OF HENNEPIN )<\/p>\n
The foregoing instrument was acknowledged before me this __ day of
\n__________, 1998, by ______________________ the ______________________ of RYAN
\nCOMPANIES US, INC., a Minnesota corporation, on behalf of said corporation.<\/p>\n
_______________________________________
\n Notary Public<\/p>\n
Subordination by Mortgagees<\/p>\n
The undersigned, being the holder of the Mortgage on Parcel 2 which is
\nrecorded in the office of the Ramsey County Recorder as Document No. 2994228,
\nhereby agrees that the lien of said Mortgage shall be subordinate to the
\neasements and covenants contained in the foregoing Declaration.<\/p>\n
CENTURY BANK NATIONAL ASSOCIATION<\/p>\n
By _____________________________________<\/p>\n
Its _________________________________<\/p>\n
STATE OF MINNESOTA )
\n ) ss.
\nCOUNTY OF HENNEPIN )<\/p>\n
The foregoing instrument was acknowledged before me this __ day of
\n__________, 1998, by ______________________ the ______________________ of
\nCENTURY BANK NATIONAL ASSOCIATION, a national banking association, on behalf of
\nsaid national banking association.<\/p>\n
_______________________________________
\n Notary Public<\/p>\n
2
\n 50
\n The undersigned, being the holder of the Mortgages on Parcel 1 and Parcel
\n2 which are recorded in the office of the Ramsey County Recorder as Document
\nNos. 2994225 and 2994226, hereby agrees that the liens of said Mortgages shall
\nbe subordinate to the easements and covenants contained in the foregoing
\nDeclaration.<\/p>\n
CITY OF ROSEVILLE, MINNESOTA<\/p>\n
By: ____________________________________
\n Its Mayor<\/p>\n
[SEAL]<\/p>\n
And: ___________________________________
\n Its City Manager<\/p>\n
STATE OF MINNESOTA )
\n ) ss.
\nCOUNTY OF RAMSEY )<\/p>\n
The foregoing instrument was acknowledged before me this __ day of
\n__________, 1998, by ______________________ the Mayor, and _____________________
\nthe City Manager of the CITY OF ROSEVILLE, MINNESOTA, a municipal corporation,
\non behalf of said municipal corporation.<\/p>\n
_______________________________________
\n Notary Public<\/p>\n
THIS INSTRUMENT WAS DRAFTED BY:
\n Dennis Buratti, Esq.
\n Ryan Companies US, Inc.
\n 700 International Centre
\n 900 Second Avenue South
\n Minneapolis, MN 55402-3387<\/p>\n
3
\n 51
\n EXHIBIT 2<\/p>\n
PARCEL 2<\/p>\n
That part of Lot 4, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying southerly and
\nsouthwesterly of a line described as follows: Commencing at the northwest
\ncorner of said Lot 4; thence South 00 degrees 00 minutes 00 seconds West,
\nassumed bearing, along the west line of said Lot 4 a distance of 89.34 feet to
\nthe beginning of the line to be described; thence North 90 degrees 00 minutes
\n00 seconds East a distance of 188.87 feet; thence South 45 degrees 00 minutes
\n00 seconds East a distance of 99.58 feet to the easterly line of said Lot 4 and
\nsaid line there terminating.<\/p>\n
ALSO
\n —-<\/p>\n
That part of Lot 5, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, lying northerly of a line
\ndescribed as follows: Commencing at the most northerly northwest corner of said
\nLot 5; thence South 00 degrees 00 minutes 00 seconds West, assumed bearing,
\nalong a west line of said Lot 5 a distance of 46.92 feet to the beginning of
\nthe line to be described; thence North 90 degrees 00 minutes 00 seconds East a
\ndistance of 265.37 feet to the northeasterly line of said Lot 5 and said line
\nthere terminating.<\/p>\n
52
\n EXHIBIT 3<\/p>\n
EASEMENT PARCEL<\/p>\n
That part of Lot 4, Block 1, CENTRE POINTE BUSINESS PARK, according to the
\nrecorded plat thereof, Ramsey County, Minnesota, described as follows:<\/p>\n
Commencing at the Northwest corner of said Lot 4; thence South 00 degrees 00
\nminutes 00 seconds West, assumed bearing, along the West line of said Lot 4 a
\ndistance of 89.34 feet; thence North 90 degrees 00 minutes 00 seconds East a
\ndistance of 13.50 feet to the actual point of beginning; thence North 00 degrees
\n00 minutes 00 seconds East a distance of 18.42 feet; thence North 90 degrees 00
\nminutes 00 seconds East a distance of 181.93 feet to the Northeasterly line of
\nsaid Lot 4; thence South 45 degrees 00 minutes 00 seconds East a distance of
\n102.69 feet to the Easterly line of said Lot 4; thence Southerly along said
\nEasterly line along a non-tangential curve concave to the East having a central
\nangle of 06 degrees 14 minutes 52 seconds and a radius of 325.00 feet for an arc
\ndistance of 35.44 feet; thence North 45 degrees 00 minutes 00 seconds West, not
\ntangent to said curve, a distance of 88.90 feet; thence Westerly along a
\ntangential curve concave to the South having a central angle of 45 degrees 00
\nminutes 00 seconds and a radius of 28.50 feet for an arc distance of 22.38 feet;
\nthence South 90 degrees 00 minutes 00 seconds West, tangent to said curve, a
\ndistance of 155.51 feet to its intersection with a line which bears South 00
\ndegrees 00 minutes 00 seconds West from the point of beginning; thence North 00
\ndegrees 00 minutes 00 seconds East a distance of 14.58 feet to the point of the
\nbeginning.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9244],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9597,9579],"class_list":["post-41904","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-veritas-software-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-land__mn","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41904","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41904"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41904"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41904"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41904"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}