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1h Ambulance Space at Lake Ann 1~ t - LEASE AGREEMENT FOR AMBULANCE SUB-ST AnON Building: Lake Ann Park Maintenance Building Landlord: City of Chanhassen 690 City Center Drive, P.O. Box 147 Chanhassen, MN 55317 Tenant: Ridgeview Medical Center 500 South Maple Street Waconia, MN 55387 THIS LEASE AGREEMENT (this "Lease") is made as of this _ day of November, 2000, by and between the CITY OF CHANHASSEN, a municipal corporation under the laws of the State of Minnesota ("Landlord"), and RlDGEVIEW MEDICAL CENTER, a Minnesota nonprofit corporation ("Tenant"). 1.0 BASIC TERMS The following terms shall have the meanings set forth III this Section unless specifically modified by other provisions of this Lease: 1.1 Proiect: 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 1456 Arboretum Blvd., Chanhassen, Minnesota 55317. 1.3 Premises: Landlord hereby demises and leases to Tenant, and Tenant hereby accepts and leases from Landlord useable square feet in the Building as depicted on the diagram attached as Exhibit A and all rights appurtenant thereto and owned by Landlord. 1.4 Lease Term: Twelve (12) months, commencing on the Commencement Date and terminating on the Termination Date, provided that if the Commencement Date is not the first day of a calendar month, the Lease Term shall end twelve (12) months from the last day of the calendar month in which the Commencement Date occurs. 1.5 Commencement Date: Shall be as set forth in Section 4 below (estimated to be approximately February 1,2001). 1.6 Termination Date: Shall be as set forth in Section 4 below. 1 1.7 Permitted Use: Emergency Medical Service\Ambulance Sub-station. 1.8 Exhibits: A - Diagram of the Project B - Diagram of the Premises C - Description of Landlord's Improvements D - Description of Ten ant's Improvements 2.0 DEMISE OF PREMISES 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 A attached hereto. 3.0 CONSTRUCTION OF INITIAL IMPROVEMENTS 3.1 Landlord will construct, at Landlord's sole cost and expense, the improvements ("Landlord Improvements") described in attached Exhibit C. The parties acknowledge that such improvements include construction of the Premises, except for Tenant's Improvements. 3.2 Tenant will construct, at Tenant's sole cost and expense, those improvements ("Tenant's Improvements") described in attached Exhibit D. Landlord hereby approves Tenant's Improvements; provided, however, that Tenant shall obtain Landlord's consent to all contractors used to make Tenant's Improvements, which consent shall not be unreasonably withheld or delayed. 3.3 All work performed by Landlord or Tenant in regard to the improvements described in this Section 3.0 shall be performed in compliance with law, shall be performed by licensed and qualified contractors, and shall be performed in a good and workmanlike manner. 4.0 TERM 4.1 The initial term of this Lease (the "Initial Term") shall be for a period of twelve (12) months, commencing on the Commencement Date (as hereinafter defined) and ending at 11:59 p.m. of the day immediately preceding the twelfth month anniversary of the Commencement Date thereafter; provided, however, that if the Lease Commencement Date is other than the first day of a calendar month, the term shall end at 11 :59 p.m. on the last day of the calendar month containing the twelfth month anniversary of the Commencement Date, unless sooner terminated as hereinafter provided. Further, this Lease shall automatically renew for successive, one-year terms (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 2 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. The date on which the Lease Term ends shall be referred to as the "Termination Date." 4.2 The "Commencement Date" shall be the date when Tenant takes occupancy of any portion of the Premises for operation of business. The Premises shall be deemed "Substantially Complete" upon the earlier of (i) the time when the Premises are in fact substantially complete as determined by the Landlord's architect in accordance with the contract for construction thereof or (ii) the time of issuance of a Certificate of Occupancy by the City of Chanhassen, Minnesota. In no event will exterior site improvements not necessary for the operation of the business of Tenant which cannot be completed due to weather conditions, incomplete landscaping or a punchlist of minor items to be completed be a cause for deeming the Project not Substantially Complete, provided that the Project and all parking areas, and driveways on the Project necessary for Tenant to conduct its business are Substantially Complete. Tenant may request access to the Premises for fixturing and set-up prior to the Commencement Date. Landlord reserves the right to reject/restrict such access if necessary to complete any and all work contracted by Landlord and required under terms of this Lease. Tenant shall also be liable for any delays to Landlord's work as a result of any fixturing and set-up work performed by Tenant or Tenant's contractor(s). Occupancy of the Premises for the purpose of fixturing or installing Tenant's furniture and equipment and otherwise making the Premises ready for the conduct of Tenant's business shall not be deemed to be "taking occupancy" for the purposes of establishing the Commencement Date in this Lease. 4.3 On the Commencement Date, the parties shall enter into a supplement to this Lease confirming that the Premises are Substantially Complete, and specifying the Commencement Date of the Lease Term. 4.4 Notwithstanding any provision in this Lease to the contrary, either party may terminate this Lease after the Initial Term, with or without cause, upon ninety (90) days written notice to the other party. 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 ambulance sub-station facility, 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 3 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 and to meet day-to-day operational requirements, as Tenant determines in its sole discretion. 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 rent-free during the Lease Term. 6.2 Additional Rent. Tenant shall pay as additional rent all monthly charges for telephone service provided to the Premises during the Lease Term. 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 invoice therefor 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. 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, 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 4 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. 8.0 TAXES. ASSESSMENTS. AND UTILITY CHARGES 8.1 Landlord shall bear, pay and discharge all real estate taxes and assessments (if any) which shall be charged, assessed, imposed or levied, or become a lien upon or on account of the Premises or any appurtenances thereof. 8.2 Throughout the Lease Term, Landlord shall provide and pay for the provision of adequate utilities to the Premises so as to protect the same from damage. In addition, Landlord shall pay all utility bills at the time the same become due or payable, except for Tenant's obligation to pay monthly phone charges as described in Section 6.0 of this Lease. 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 may 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 5 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. 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 included, 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 its Tenant Improvements and 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, 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. 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. Except as aforesaid, in the event that, at the request of Tenant, Landlord at its option performs any maintenance, repairs or servicing which is the obligation of the Tenant hereunder, then Tenant shall pay Landlord directly therefor. 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 6 and tear; (b) losses caused by fire or other casualty; (c) losses caused by condenmation; 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. 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 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. Landlord hereby approves the Alterations which are the original Tenant Improvements described in Exhibit D, and the parties agree that the same shall be surrendered by Tenant and become the property of Landlord upon termination of the Lease. 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. 7 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: i) 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, using an additional insured endorsement or a substitute providing equivalent coverage. ii) All Risk form commercial property Illsurance on Tenant's Improvements for their full replacement value. 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 agrees to furnish copies of any insurance policies for Landlord's review if requested. Tenant shall furnish Landlord with duly executed Certificates of Insurance 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): 8 i) All Risk form commercial property insurance on the building and all improvements therein (other than Tenants Improvements) 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 coverage. 13.6 Landlord agrees to furnish copies of any insurance policies for Tenant's review if requested. Landlord shall also 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. 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 Improvements or Alterations or to the making of repairs, changes, alterations, or improvements to such Tenant Improvements or 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 9 Improvements or Alterations) or to the making of repairs, changes, alterations or improvements to the Project (other than Tenant Improvements or 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 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 indenmify 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 10 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 govemment 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. 18.0 LIABILITY Subject to the provisions of Section 13.7 of this Lease, each party agrees that it will be responsible for its own acts and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the results thereof. 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 (a "Casualty"), Tenant shall give notice thereof to Landlord, and except as otherwise provided below, Landlord at Landlord's cost and expense promptly shall 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 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 Further, if more than fifty percent (50%) of the Premises is destroyed by a Casualty, Landlord, at its option, may terminate this Lease upon written notice to Tenant within thirty (30) days after the date of the Casualty. Upon such termination, each party shall keep its respective property insurance proceeds. 19.4 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. 11 19.5 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. 19.6 If a Casualty destroys more than twenty-five percent (25%) of the Tenant Improvements on the Premises and occurs within the last two months of the Lease Term then Tenant, at its option, may elect Jo terminate the Lease by giving written notice thereof to Landlord within fifteen (15) days of the date of the Casualty. If Tenant timely gives such notice then the Lease shall terminate as of the date of such fire or casualty; Tenant shall not be liable for any rent accruing after the date of such fire or casualty; Landlord shall not be required to rebuild or restore the Premises; and all casualty insurance proceeds shall be the sole property of Landlord. 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 condenmor (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 condenmor. 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 condenmor. 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 Tenant, with reasonable diligence and at its own expense, shall restore any improvements upon the Premises affected by the taking, even if the total cost for such restoration is in 12 excess of the amount awarded or paid by the condenmor for such purpose, and Landlord shall make the proceeds of the condenmation award available for said purpose. Rent shall abate in the event of any partial taking hereunder to the extent to which the Premises are untenantable. 21.0 INSPECTION Landlord and its authorized representatives shall have the right, upon glVlllg 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. 22.0 OUlET 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 any 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). 13 24.0 DEFAULT AND REMEDIES 24.1 Each ofthe following shall be deemed a "Default" of this Lease by Tenant: i) 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 or 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 (a) 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 anyone 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; iii) To recover from Tenant all expenses, including attorneys' fees, reasonably paid or incurred by Landlord as a result of any such Default; 14 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 r~striction 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 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. 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: Ridgeview Medical Center 500 South Maple Street Waconia, MN 55387 Attn.: President To Landlord: City of Chanhassen 690 City Center Drive, P.O. Box 147 Chanhassen, MN 55317 Attn: City Administrator 15 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. 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 matter 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. 16 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. 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 EFFECf 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 oflitigation 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 nonprofit corporation duly organized, 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. 17 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. ii) All proceedings of Landlord necessary to consummate the transactions contemplated by this Lease have been duly take!). by the Chanhassen 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 broker or agent in this transaction. Landlord and Tenant agree to indenmify 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 rnay 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 Term, whether in the form of maintenance, repair, replacement, alterations or work in compliance with law, shall be performed by contractors approved in advance by Landlord, shall be performed in a good and workmanlike marmer and in accordance with law, and shall be free and clear of all mechanics' lien claims (provided that Tenant shall have the right to contest mechanics'lien claims). 42.0 FORCE MAJEURE 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 18 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 EXHmITS 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. IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as of the date first above written. Landlord: City ofChanhassen, a Minnesota municipal corporation Tenant: Ridgeview Medical Center a Minnesota nonprofit corporation By: By: Its: Mayor Robert Stevens, President By: Its: City Clerk 19 EXHmIT C Landlord's Improvements Landlord shall construct, at its sole cost and expense, those improvements to the Project as are shown and described in those certain plans and specifications prepare by HTG Architects and William R. Engelhardt Associates, Inc. for the Lake Ann Park Maintenance Facility Project for the City of Chanhassen, Minnesota, as the same have been contractually accepted by the successful bidder for construction of the Project (the "Plans"). The parties acknowledge that Landlord may make any changes to the Plans that Landlord deems appropriate, in Landlord's sole discretion; provided, however that Landlord shall not make any substantial changes to the Plans affecting the Premises without Tenant's written consent, which consent shall not be unreasonably withheld or unduly delayed. In addition to the improvements shown on the Plans, Landlord agrees to stub-out the plumbing for a sink in the Premises at its sole cost and expense. In addition to the improvements shown on the Plans, Landlord further agrees to increase the size of the garage door serving the Premises from ten (10) feet to twelve (12) feet. Notwithstanding any provision in this Lease to the Contrary, Tenant shall promptly reimburse Landlord for the incremental cost of so increasing the size of such garage door (estimated to be $800.00 to $1,000.00) upon Landlord's request. 22