Preview
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
LEASE
of space in the
Holiday Center
Moorhead, Minnesota
FROM
MOORHEAD HOLIDAY ASSOCIATES LLP
TO
RYAN ALFORD LLC, d/b/a Altony's
NOTICE
Rent and other charges are to be paid by Tenant on the first day of the month. Landlord
has the
15 of the Lease if the rent and other charges are
right to exercise its remedies as set forth in Section
not paid when due.
Tenant may not assign or sublease the premises until all provisions of Section 13 of the
Lease have
been fulfilled.
Lease and
The foregoing language is intended to notify the Tenant of specific obligations under the
the body of the Lease
shall in no way be considered a modification of the language as set forth in
Agreement.
l
14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
Lease Summafl Reference Pages
LANDLORD: Moorhead Holiday Associates LLP
800 Holiday Drive Suite 250
Moorhead, MN 56560
TENANT: Ryan Alford LLC
a Minnesota limited liability company
TENANT d/b/a: Altony's
GUARAN TOR: Ryan Alford, individually
PREMISES: 2,040 square feet
Holiday Center
800 Holiday Drive Suite \'T
Moorhead, MN. 56560 174
TERM OF LEASE: 3 years and 3 months (39 months tal)
COMMENCEMENT DATE: November 1, 2020
RENT COMMENCEMENT DATE: January 1, 2021
USE: The sale of Italian Food and related items
SECURITY DEPOSIT: $2,040.00
ANNUAL BASE RENT: $24,480.00
MONTHLY INSTALLMENTS: $2,040.00
TENANT IMPROVEMENT
ALLOWANCE: $7,500.00
TENANT IMPROVEMENT
ALLOWANCE PAYBACK: $208.33 per month beginning on January l, 2021
PLUS CAM: $10,200.00 annually (estimate)
$ 850.00 monthly (estimate)
CAM to begin on November l, 2020
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14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
flaw/$1144.}
Vane/4742
jimm, mpfl'gg/'MM/
MINIMUM HOURS OF Mondays Saturdays 10:00am-10:00pm
OPERATION: Sundays 12:00 pm noon 6:00pm muses"
-
.'
(legal holidays excepted)
RENEWAL OPTIONS: One (l), three (3) year period. The option to renew must be e cised by
written notice to Landlord given no later than nine (9) months prior to the expiration of the original
term of this Lease.
OPTION ANNUAL BASE RENT: $26,520.00 Option Years 4-6
OPTION MONTHLY INSTALLMENTS: $2,210.00 Option Years 4-6
(Base Rent only)
The information on these Lease Summary pages is incorporated and made a part of the Lease on
the date and between the parties indicated on page 2 of the Lease. If there is a conflict between
this information and the remainder of the Lease, this information shall control. The Lease
includes Exhibits "A" through all of which are made a part of this Lease. Unless otherwise
shall have the meanings
provided, all capitalized terms contained in these Lease Summary pages
ascribed to them in the remainder of the Lease.
14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
LEASE
THIS LEASE, entered on fllis day of October, 2020, by and between
a] l'fb
MOORHEAD HOLIDAY ASSOCIATES, LLP, ("Landlord"), having its office at 800 Holiday
Drive Suite 250, Moorhead, Minnesota 56560, and RYAN ALFORD LLC, a Minnesota limited
liability company ("Tenant"), whose address is of 504 31St Avenue North, Apt. #24, Fargo, North
Dakota 5 8 1 02.
WITNESSETH
SECTION 1. PREMISES
Landlord hereby leases to Tenant the improvements (the "Premises") described as
follows:
The space (without basement, balcony, or mezzanine) approximately 2,040 square feet,
irregular in shape, square feet as measured from the exterior face of any exterior
walls and
to the centerline of common walls, of outlined in red on the site plan, attached hereto as
Exhibit "A" and made a part hereof for the purposes of more specifically locating the
Premises on the Landlord's property (the "Shopping Center"), more fully described in
Exhibit "B", attached hereto and made a part hereof.
A. Landlord reserves the right for itself or its agent to re-measure the Premises (fi'om the
exterior face of any exterior walls and from the centerline of common walls) to
determine the actual gross leasable area of the Premises. In the event the
re-measurement discloses that the actual gross leasable area of the Premise is either
more or less than the gross leasable area of the Premise as set forth in the preceding
paragraph, Landlord and Tenant shall execute an amendment to the Lease
which will:
1) reflect the actual gross leasable area of the Premises,
2) adjust the Base Rent (as defined in Section 3A of this lease) to reflect an amount
area of the
equal to the product obtained by multiplying the actual gross leasable
Premise and the rental rate per square foot set forth in Section 3A of this Lease, and
3) adjust all other charges accruing under the Lease which are based on the gross
leasable area of the Premise to reflect an amount based on the actual gross
leasable area of the Premise. In the event the re-measurement discloses that the
actual gross leasable area of the Premises is either more or less than the gross
leasable areas of the Premise as set forth in the preceding paragraph, all charges
accruing under this Lease paid to Landlord by Tenant prior to the re-measurement
shall be adjusted in the manner hereinafter provide. If, as a result of the
_4_
14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
remeasurement, it is determined that the actual gross leasable area of the Premises
is more than the gross leasable area of the Premise as set forth above, Tenant shall
pay to Landlord the difference between the charges actually due and the charges
actually paid within fifteen (15) days after receipt of a statement thereof. If as a
result of the re-measurement it is determined that the actual gross leasable area of
the Premises is less than the gross leasable area of the Premises as set forth above.
Landlord shall credit the excess of each charge accruing under this Lease against
the amount of each such charge next becoming due. The actual gross leaseable
area of the Premises as determined by the re-measurement shall be conclusive and
binding on the parties.
B. Landlord reserves the right to place, maintain, repair, and replace utility lines, pipes,
tunneling, and the like, in, under, over, upon, or through the Premises as may be
reasonably necessary or advisable for the servicing of the Premises or other portions of
the Shopping Center.
SECTION 2. TERM
The term of this Lease shall be for thirty-nine (39) months, commencing November 1,
2020 and expiring at 11:59 pm. on January 31, 2024, unless sooner terminated or extended as
provided herein. Tenant shall pay its proportionate share of CAM Charges (initially $850 per
month) commencing on November 1, 2020, and Tenant shall pay Base Rent ($2,040.00 per month)
and the Tenant Improvement Allowance repayment installments ($208.33 per month)
commencing on January l, 2021, and for the remainder of the term of this Lease.
SECTION 3. RENT
A. Base Rent. Tenant agrees to pay Landlord, as its office or other place as Landlord
may from time to time designate, as "Base Rent" for the Premises, without any
deduction or setoff, the sum of $24,480.00 annually, to be paid in equal monthly
installments of $2,040.00 in advance, on the first day of each calendar month,
commencing on January 1, 2021 and continuing monthly thereafter through and
including January 1, 2024. Rent paid after the 5th day of a month shall be subject to a
15% late-payment charge. Tenant shall also pay Landlord the sum of $208.33 per
month as reimbursement for the Tenant Improvement Allowance, commencing on
January 1, 2021 and continuing monthly thereafter through and including January 1,
2024.
SECTION 4. TAXES
A. Real Estate Taxes and Assessments. Tenant agrees to pay Tenant's proportionate
share of all real estate taxes and assessments, together with any and all expenses
incurred by Landlord in negotiating, appealing, or contesting such taxes and
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14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
assessments, both general and special, levied and assessed against the land, buildings,
and all other improvements which may be added thereto, or constructed With the
Shopping Center. Tenant's proportionate share shall be the total amount
of such taxes
and assessments multiplied by a fiaction, the numerator of which shall be the number
of square feet of floor area within the Premises, and the denominator of which shall be
the gross leasable area of the existing buildings within the Shopping Center at the time
such taxes were levied or assessed, but excluding the floor area of any buildings within
the Shopping Center which are 1) separately assessed for tax purposes; and 2) billed to
an entity other than Landlord or paid directly by an entity other than Landlord, even
shall pay to Landlord
though billed to Landlord. During the term of this Lease, Tenant
share of
monthly in advance, an amount equal to one-twelfih of Tenant's proportionate
real estate taxes and assessments payable during the current year, as reasonably
estimated by Landlord. If Tenant's proportionate share of real estate taxes and
assessments payable in any year is less than the total amount theretofore paid by Tenant
for such period, the excess shall be credited against the payment with respect to real
estate taxes coming due during the following year. If Tenant's proportionate share of
real estate taxes and assessments due and payable during any year exceeds the total
amount theretofore paid by Tenant for such period, Tenant shall, upon receipt of
invoices from Landlord, pay the difference between the actual amount paid by Tenant
and Tenant's proportionate share of real estate taxes and assessments.
B . Municipal, County, State, or Federal Taxes. Tenant shall pay, before delinquency,
all municipal, county, and state or federal taxes assessed against any leasehold interest
of Tenant or any fixtures, furnishings, equipment, stockintrade, or other personal
property of any kind, owned, installed, or used in or on the Premises.
C . Rental Taxes. Should any governmental taxing authority levy, assess, or impose any
the
tax, excise, or assessment (other than income or fianchise tax) upon or against
rentals payable by Tenant to Landlord, Wither by way of substitution for or in addition
to any existing tax on the land, buildings, or otherwise, Tenant shall be responsible for
and shall pay any such tax, excise or assessment, or shall reimburse Landlord for the
amount hereof, as the case may be.
SECTION 5. CONSTRUCTION
A . Landlord's Work. Landlord work to be described in Exhibit "C".
.
B . Tenant's Construction. With the exception of any items specifically enumerated in
Exhibit "C" as Landlord's work, Tenant shall, at Tenant's expense, perform all work
and supply all installations described in Exhibit "C" and shall fully equip the Premises
with all trade fixtures, furniture, fiirnishings, exterior signs, special equipment, and
other items necessary for the completion of the Premises and the proper operation of
Tenant's business. All items installed by Tenant shall be new and fully paid for in
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14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
cash by Tenant. Tenant shall not undertake any construction, nor shall Tenant install
Without first obtaining
any equipment, other than trade fixtures and personal property,
Landlord's written approval of plans and specifications therefor, which plans and
specifications shall be submitted to Landlord Within thirty (30) days after
Landlord's
architect provides Tenant with outline plans for the Premises. Thereafter, no charges
shall be made in Tenant's plans and specifications without the consent of Landlord.
Tenant shall pay to Landlord upon demand, any additional cost incurred by Landlord as
a result of changes requested by Tenant. Tenant shall not commence any work unless
Tenant first delivers to Landlord a policy or policies of public liability and property
damage insurance naming Landlord as an insured, in limits and
with companies
acceptable to Landlord, and a completion bond covering the Tenant's
work naming
Landlord as a beneficiary and otherwise in a form and issued a
by surety company
to Landlord. Tenant shall upon demand pay to Landlord an amount equal to
acceptable
the prorated Base Rent and other charges due under this Lease for the period of any
delay in Landlord's construction, resulting from any failure by Tenant
to perform
Tenant's obligations with respect to construction of Premises. Tenant and /or Tenant's
contractor shall be required to provide temporary construction barriers to control and
retain noise, dust, or other material Within the Premises. Tenant agrees to follow all
directives from Landlord if, in Landlord's opinion, Tenant's efforts to control the
above mentioned emissions are not adequate. If Tenant is entering an already opened
mall, Tenant acknowledges that its efforts and/or its contractor's efforts to control the
above emissions are its responsibility under this Lease While the construction is in
to clean all HVAC
progress. Tenant and/or Tenant's contractor shall be required
filters clogged with dust, or other materials resulting from its construction activities.
Tenant agrees that all waste, garbage, and/or debris resulting from any work performed
by Tenant and/or Tenant's contractor or subcontractor shall be removed from
the
Premises at Tenant's sole cost and expense. Any charges and/or expenses incurred by
Landlord in connection with the removal of said waste, garbage, and/or debris shall be
paid for by Tenant immediately upon demand of Landlord. Tenant will
be required,
upon entering the Premises for fixturing and/ or to
stocking, post sign a in its window or
storefront, in the approximate dimensions of two (2) feet in height and three (3) feet in
width, advising the public of its pending opening for business. Said sign shall be of a
the opening
professional quality and shall be submitted to Landlord for approval. Upon
of Tenant's unit for business, the aforesaid sign shall be removed. Other than
specifically provided in this Section or elsewhere in this Lease, Tenant shall not display
any signs or other communication in its windows or storefront.
C . License to Enter Premises. Landlord may, prior to official delivery of the Premises
make the Premise available to Tenant for its work and installations, at Tenant's sole
risk, so long as such work and installations do not interfere with the construction of the
Premises or other building improvements by Landlord. Tenant shall perform of all its
from
obligations under this Lease (except its obligation to pay rent and other charges)
the date the Premises are so made available to Tenant.
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14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
SECTION 6. COMMON AREAS
A. Common Areas. Landlord grants to Tenant and Tenant's customers and invites the
right to use, in common with all others to whom Landlord has or may hereafter grants
rights to use the same, the Common Areas located within the Shopping Center. The
terms "Common Areas" as used in this Lease, shall mean the parking areas, roadways,
pedestrian sidewalks, loading docks, delivery areas, landscaped areas, service courts,
open and enclosed courts and malls, fire corridors, meeting areas and public restrooms,
and all other areas or improvements which may be provided by Landlord for the
common use of the Tenants of the shopping Center as depicted on Exhibit "A,"
attached hereto and made a part hereof. Landlord hereby reserves the following rights
with respect to Common Areas:
1) To establish reasonable rules and regulations for the use thereof;
2) To use or permit the use by others to whom the Landlord may have granted such
rights for promotional activities;
3) To close all or any portions thereof as may be deemed necessary by Landlord's
counsel to prevent a dedication thereof or the accrual of any rights to any person or
the public therein.
4) To change the layout of such Common Areas, including the right to reasonably add
to or subtract from their shape and size, whether by the addition of building
improvements or otherwise, and may make installations and/or construct or erect
buildings, structures, booths therein or thereon and move or remove the same and
shall have the right to retain revenue from income producing events whether or not
conducted for promotional purposes or by or through the Promotional Fund, if
any, and;
5) Landlord shall operate, manage, equip, light, repair, and maintain said Common
Areas for their intended purposes in such manner as Landlord shall in its sole
discretion fiom time to time determine, and may from time to time change the size
location, elevation, nature and/or use of any Common Areas.
B. Common Area Charge. Tenant shall pay to Landlord as a "Common Area Charge"
(also referred to as "CAM Charge") a proportionate share of all costs and expenses of
every kind and nature paid or incurred by Landlord in operating, maintaining, and
repairing the Common Areas. Such costs and expenses shall include but not limited to,
costs of management, cleaning, lighting, reasonable reserves, and, to the extent that
they exceed reserve costs (except to the extent proceeds if insurance or condemnation
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14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
awards are available therefor, or repairing, maintaining, and replacing all common area
improvements; snow removal, parking lot striping, painting, and pointing
of exterior
walls, landscaping, providing security, providing public liability, property damage,
fire, and extended coverage and such other insurance as Landlord deems appropriate;
including but not limited to, the cost 0f the Landlord's insurance benefits (including
to or on behalf of
premiums for Workers' Compensation and other insurance) paid
fire hydrant charges
employees; personal property taxes, supplies, fire protection and
water and sewer charges, utility charges, licenses and permit fees, reasonable
Areas and
depreciation of equipment used in operating and maintaining the Common
rent paid for leasing such equipment, and administrative costs equal to fiiteen percent
(15%) of the total cost of all foregoing items. Tenant's Common Area Charge shall be
determined by multiplying the total cost incurred by Landlord (less the contributions
tenants toward the Common Area Expenses) by the ration of the square
paid by major
feet within the Premises to the gross leasable area within all of the existing buildings in
the Shopping Center. Any change in floor area in such buildings shall be deemed in
effect on the first day of the next succeeding month following such change.
Tenant's Common Area Charge shall be paid in monthly installments on the first
day of each month in an amount to be estimated by Landlord. Within ninety (90)
days following the end of the period used by Landlord in estimating
Landlord's cost,
Landlord shall furnish to Tenant a statement of the actual amount of Tenant's
proportionate share of such Common Area Charge for such period.
Within fifteen (15)
as the
days thereunder, Tenant shall pay to Landlord or Landlord shall remit to Tenant,
case may be, the difference between the estimated amounts paid by Tenant and the
actual amount of Tenant's Common Area Charge for such period as shown the
statement. The operating costs described in this Section 6 shall be subject to audit by
Tenant at the address Landlord set forth in the preamble of this Lease and at Tenant's
expenses during regular business hours for one (1) year following the end
of the period
used by Landlord in estimating Landlord's cost, provided said right inspect may not
to
occur more than once in any such period. Landlord shall use its best effort to minimize
such costs of operation, management and maintenance in a manner generally accepted
with Shopping Center practices.
SECTION 7. UTILITIES
A . Gas and Electric Charges. Commencing with the date on which Landlord delivers
the Premises to Tenant, Tenant shall pay for gas, if the same is available to the
Premises, electric current, and all other utilities required for the proper operation of
Tenant's business, together with all taxes levied or other charges on such utilities and
governmental charges on utility consumption.
. Water and Sewer Charges. Commencing also on the date on which Landlord
delivers the Premises to Tenant, Tenant shall pay all water charges, all charges
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14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
the Premises.
resulting from any sprinkler systems, and sewer charges charged against
If any such utilities are not separately metered or assessed or are only partly separately
metered or assessed and are used in common with other Tenants of the shopping
Center, Tenant shall pay to Landlord an apportionment of such charges for
utilities
used in common, computed by multiplying such charges by the ratio of the square feet
within the Premises to the square feet of all Tenants using such common facilities, in
addition to Tenant's payments of the separately metered charges.
In no event shall Landlord by liable for the quality, quantity, failure, or interruption of
such services to the Premises.
SECTION 8. USE OF PREMISE BY TENANT
A. Tenant's Use of Premises. Tenant shall have the right to use the Premises only for
the operation of a restaurant selling "Italian-style food" and the sale of incidental items
and for no other purpose, unless consented thereto, in writing by Landlord.
B. Trade Name. Unless otherwise consented to in writing by Landlord, Tenant agrees
to conduct its business in the Premises under the name of ALTONY'S and under no
other names.
C. Operation of Business. Tenant agrees to open its restaurant for business, fully
fixtured, stocked, and staffed and to continuously conduct in 100% of the Premises, a
minimum of the hours of 10:00 am to 10:00 pm on Mondays through Saturdays and on
business described in
Sundays from noon until 6:00 pm (optional not required), the
Section 8A hereof, except where Tenant is prevented from doing so by strikes, casualty
or other causes beyond Tenant's control.
SECTION 9. TENANT'S COVENANTS
WITH RESPECT TO OCCUPANCY
Tenant agrees:
A. To occupy the Premise in a safe and carefiil manner and in compliance with all laws,
ordinances, rules, regulations, and orders or any governmental bodies having
jurisdiction over the Premises, and without committing or permitting waste;
B. To neither do nor suffer anything to be done or kept in or about the Premises which
contravenes Landlord's insurance policies or increases the premiums therefor;
C. To keep its show or display Windows, canopy, and electric signs lighted until at least
9:00 PM local time each business day or until thirty (30) minutes after closing each
_10_
14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
business day, whichever is the later;
. To permit no reproduction of sound which is audible outside the Premises, and to
permit no offensive odors to emanate from the Premises;
the interior surface of any
E To place no sign on the exterior of the Premises or on
windows of the Premises unless it meets the standards as set forth in Exhibit "D"
attached hereto and made a part hereof and without also obtaining Landlord's prior
written consent, and to maintain in good repair and promptly remove and repair and
not to display and
damage caused by any such permitted signs. Tenant agrees
banners, pennants, search lights, window signs, balloons, or similar temporary
advertising media. Tenant agrees to maintain its signs in a good state
of repair and
save Landlord harmless from any loss, cost, or damage as a result of the same and shall
the erection, existence,
repair any damage which may have been caused by
maintenance, or removal of such signs.
To place no merchandise, sign or other thing of any kind in the vestibule or entry of the
Premises or on the sidewalks or other Common Areas adjacent thereto or elsewhere on
the exterior of the Premises without Landlord's consent;
G To park Tenant's vehicles and to require all employees to park only in such places as
may be designated fiom time to time by Landlord for use of the Tenant
and its
employees, and specifically not to permit parking by any of
them in any service court
area. (Landlord reserves the right to impose fines against Tenant for any violation of
these parking restrictions by Tenant and/or Tenant's employees; Landlord further
reserves the right to have towed, at Tenant's cost and expense, any automobile parked
in violation of this clause);
To keep any refuse in proper containers in the interior of the Premises until the same is
removed and to permit no refuse to accumulate around the exterior of the Premises;
I To neither load nor unload or permit the loading or unloading of merchandise,
equipment, or other property from any doors of the Premises
that open onto the
sidewalk areas, nor from any other doors except from the rear of the Premises and to
use its best efforts to prevent the parking or standing of vehicles and equipment upon
Shopping Center land except when actually engaged in loading or unloading;
To conduct no auction, fire, or goingoutof-business sale without the prior written
consent of Landlord;
To permit Landlord free access to the Premises at all reasonable times for the purpose
of examining the same or making alterations or repairs to the Premises that Landlord
may deem necessary for the safety or preservation thereof;
_11__
14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
L. To adequately heat and cool the Premises;
M. To permit no lien, notice of intention to file lien or other charges (whether arising out of
work of any contractor, mechanic, laborer, or material man or any mortgage,
conditional sale, security agreement, or chattel mortgage or otherwise) which might be
or become a lien or encumbrance or charge upon the Premises or any part thereof or the
income therefiom, and to suffer no other matter of thing whereby the estate, right and
interest of Landlord in the Premises or any part thereof might by impaired;
N. To solicit no business in the Common Areas, nor distribute handbills or other
in the
advertising matter to customers, nor place the same in or on automobiles
Common Areas;
O. To comply with all reasonable rules and regulations which landlord may from time to
time establish for the use and care of the Premises, the Common Areas, and other
facilities and buildings on the Shopping Center, including but not limited to the rules
and regulations regarding the roofing system as more particularly detailed in Exhibit
"C-l" attached hereto and made a part hereof;
P. To cooperate fully with Landlord and other tenants of the Shopping Center in
for the Shopping
promoting the use of trade names and slogans as may be adopted
Center and in all promotional and advertising campaigns;
Q. To shut off all exhaust fans, if any, servicing the Premises at all times when Premises
are closed. If Tenant's Premises fiont on an enclosed mall Tenant shall maintain
positive air pressure so as to prevent the drawing of heated or cooled
air from the
enclosed mall and shall keep the Premises heated or air conditioned, as the case may be
to at least the same minimum temperature (in the case of air conditioning) as Landlord
shall attempt to maintain in such mall;
R. To handle and dispose of all rubbish, garbage, and waste in accordance with
in sealed
regulations established by Landlord and not permit the accumulation (unless
metal containers) or burning of any trash, rubbish, refuse, garbage, or waste materials
in, on, or about any part of the Shopping Center;
S. To participate in any reasonable window cleaning and extermination programs that
in
may be established by Landlord for all or substantially all other stores and businesses
the Shopping Center;
T. To prohibit the Premises fiom being used in any way which will injure the reputation of
the same (or of the Shopping Center) or may be a nuisance, annoyance, inconvenience,
or damage to the tenants of the Shopping Center or of the neighborhood including,
-12-
14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
Without limiting the generality of the foregoing, noise by the playing of any musical
instrument or radio or television, or the use of a microphone, loudspeaker, electrical
which in
equipment, or utilizing flashing lights or search lights or any other equipment
the judgement of the Landlord might cause disturbance, impairment, or interference
with the use or enjoyment by any other tenant in the Shopping Center;
U. To prohibit the operation on the Premises or in any part of the Shopping Center of any
coin or token-operated vending machines or similar devices (including without
limitation pay telephones, pay lockers, pay toilets, scales, amusement devices and
machines for the sale of merchandise and/or commodities;
V. To permit on or after ninety (90) days next preceding the expiration of the term of this
Lease, Landlord or its agents to have the right to Show the Premises to potential tenants,
and to place notices offering the Premises "For Lease" or "For Sale" on the fiont of the
Premises or any part thereof; and
W. That it shallnot make any penetrations of the roof of the Premises Without the prior
written consent of the Landlord.
SECTION 10. REPAIRS AND ALTERATIONS
A. Repairs by Landlord. Landlord shall keep the foundations, roof, and structural
for repairs required
portions of the outer walls of the Premises in good repair, except
thereto by reason of the acts of Tenant, Tenant's employees, agents, invitee, licensees,
or contractors. Tenant shall give Landlord written notice of the necessity for repairs
coming to the attention of Tenant following which Landlord shall have a reasonable
time to undertake and complete such repairs. The provisions of this Section 10A shall
not apply in the case of damage or destruction by fire or other casualty or by eminent
domain, in which events the obligations of Landlord shall be controlled by either
Section 12 or Section 14 hereof. It is expressly understood the Landlord shall not be
responsible for any structural or exterior portions of the Premises abutting
an open or
enclosed mall.
Landlord reserves the right to implement a uniform program of standard maintenance
for the heating, ventilating, and air conditioning systems (HVAC) servicing the
such
Shopping Center, of which the Premises is a part. Landlord shall implement any
who will
program by contracting with a company or companies of Landlord' choosing
s
provide such maintenance service. Tenant acknowledges that such company or
and Landlord shall
companies shall be hired by Landlord as an independent contractor
not be liable for the negligent acts or omissions of said independent contractor(s).
Should Landlord exercise such right, Tenant agrees to pay within ten (10) days from
the receipt of an invoice fiom Landlord its share of such maintenance costs based on a
standard maintenance
per unit cost provided by said contractor(s). In the event the
_13__
14-CV-24-2216
Exhibit A
14-CV-24-2216
Filed in District Court
State of Minnesota
6/24/2024 3:53 PM
contract shall be based on a flat fee for the entire Shopping Center, Landlord shall
invoice Tenant for its proportionate share of such maintenance costs which shall be
determined by multiplying the total cost incurred by Landlord by the ratio of square
feet within the Premises to the square feet of the gross leasable area of all existing
to
buildings and facilities subject to such maintenance contract. Specific repairs
Tenant's HVAC system not covered under Landlord's standard maintenance contract
shall remain the sole responsibility to Tenant, however, Tenant shall only utilize for
such repair, the contractor or contractors designated and approved by Landlord.
term
Notwithstanding the foregoing, Tenant acknowledges that at all times during the
of this Lease, including any renewals or extensions thereof, Landlord shall not be
responsible or liable to Tenant for the maintenance of
Tenant's HVAC system,
including such time or times when Landlord elects to implement a uniform
maintenance program for such HVAC system.
B . Repairs by Tenant. Except as provided in Section 10A, Tenant shall keep the
Premises and every part thereof and any fixtures, facilities, or equipment contained
therein, in good condition and repair, including, but not limited to, exterior and interior
and showcases
portions of all doors, door checks and operations, windows, plate glass,
surrounding the Premises, the heating, air conditioning, electrical, plumbing, and sewer
systems, the exterior doors, window frames, and all portions of
the store front area, and
shall make any replacements thereof and all broken and/or cracked plate and window
glass which may become necessary during the terms of this
Lease. If Tenant refuses
or neglects to commence or complet
Preview
14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM LEASE of space in the Holiday Center Moorhead, Minnesota FROM MOORHEAD HOLIDAY ASSOCIATES LLP TO RYAN ALFORD LLC, d/b/a Altony's NOTICE Rent and other charges are to be paid by Tenant on the first day of the month. Landlord has the 15 of the Lease if the rent and other charges are right to exercise its remedies as set forth in Section not paid when due. Tenant may not assign or sublease the premises until all provisions of Section 13 of the Lease have been fulfilled. Lease and The foregoing language is intended to notify the Tenant of specific obligations under the the body of the Lease shall in no way be considered a modification of the language as set forth in Agreement. l 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM Lease Summafl Reference Pages LANDLORD: Moorhead Holiday Associates LLP 800 Holiday Drive Suite 250 Moorhead, MN 56560 TENANT: Ryan Alford LLC a Minnesota limited liability company TENANT d/b/a: Altony's GUARAN TOR: Ryan Alford, individually PREMISES: 2,040 square feet Holiday Center 800 Holiday Drive Suite \'T Moorhead, MN. 56560 174 TERM OF LEASE: 3 years and 3 months (39 months tal) COMMENCEMENT DATE: November 1, 2020 RENT COMMENCEMENT DATE: January 1, 2021 USE: The sale of Italian Food and related items SECURITY DEPOSIT: $2,040.00 ANNUAL BASE RENT: $24,480.00 MONTHLY INSTALLMENTS: $2,040.00 TENANT IMPROVEMENT ALLOWANCE: $7,500.00 TENANT IMPROVEMENT ALLOWANCE PAYBACK: $208.33 per month beginning on January l, 2021 PLUS CAM: $10,200.00 annually (estimate) $ 850.00 monthly (estimate) CAM to begin on November l, 2020 -2- 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM flaw/$1144.} Vane/4742 jimm, mpfl'gg/'MM/ MINIMUM HOURS OF Mondays Saturdays 10:00am-10:00pm OPERATION: Sundays 12:00 pm noon 6:00pm muses" - .' (legal holidays excepted) RENEWAL OPTIONS: One (l), three (3) year period. The option to renew must be e cised by written notice to Landlord given no later than nine (9) months prior to the expiration of the original term of this Lease. OPTION ANNUAL BASE RENT: $26,520.00 Option Years 4-6 OPTION MONTHLY INSTALLMENTS: $2,210.00 Option Years 4-6 (Base Rent only) The information on these Lease Summary pages is incorporated and made a part of the Lease on the date and between the parties indicated on page 2 of the Lease. If there is a conflict between this information and the remainder of the Lease, this information shall control. The Lease includes Exhibits "A" through all of which are made a part of this Lease. Unless otherwise shall have the meanings provided, all capitalized terms contained in these Lease Summary pages ascribed to them in the remainder of the Lease. 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM LEASE THIS LEASE, entered on fllis day of October, 2020, by and between a] l'fb MOORHEAD HOLIDAY ASSOCIATES, LLP, ("Landlord"), having its office at 800 Holiday Drive Suite 250, Moorhead, Minnesota 56560, and RYAN ALFORD LLC, a Minnesota limited liability company ("Tenant"), whose address is of 504 31St Avenue North, Apt. #24, Fargo, North Dakota 5 8 1 02. WITNESSETH SECTION 1. PREMISES Landlord hereby leases to Tenant the improvements (the "Premises") described as follows: The space (without basement, balcony, or mezzanine) approximately 2,040 square feet, irregular in shape, square feet as measured from the exterior face of any exterior walls and to the centerline of common walls, of outlined in red on the site plan, attached hereto as Exhibit "A" and made a part hereof for the purposes of more specifically locating the Premises on the Landlord's property (the "Shopping Center"), more fully described in Exhibit "B", attached hereto and made a part hereof. A. Landlord reserves the right for itself or its agent to re-measure the Premises (fi'om the exterior face of any exterior walls and from the centerline of common walls) to determine the actual gross leasable area of the Premises. In the event the re-measurement discloses that the actual gross leasable area of the Premise is either more or less than the gross leasable area of the Premise as set forth in the preceding paragraph, Landlord and Tenant shall execute an amendment to the Lease which will: 1) reflect the actual gross leasable area of the Premises, 2) adjust the Base Rent (as defined in Section 3A of this lease) to reflect an amount area of the equal to the product obtained by multiplying the actual gross leasable Premise and the rental rate per square foot set forth in Section 3A of this Lease, and 3) adjust all other charges accruing under the Lease which are based on the gross leasable area of the Premise to reflect an amount based on the actual gross leasable area of the Premise. In the event the re-measurement discloses that the actual gross leasable area of the Premises is either more or less than the gross leasable areas of the Premise as set forth in the preceding paragraph, all charges accruing under this Lease paid to Landlord by Tenant prior to the re-measurement shall be adjusted in the manner hereinafter provide. If, as a result of the _4_ 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM remeasurement, it is determined that the actual gross leasable area of the Premises is more than the gross leasable area of the Premise as set forth above, Tenant shall pay to Landlord the difference between the charges actually due and the charges actually paid within fifteen (15) days after receipt of a statement thereof. If as a result of the re-measurement it is determined that the actual gross leasable area of the Premises is less than the gross leasable area of the Premises as set forth above. Landlord shall credit the excess of each charge accruing under this Lease against the amount of each such charge next becoming due. The actual gross leaseable area of the Premises as determined by the re-measurement shall be conclusive and binding on the parties. B. Landlord reserves the right to place, maintain, repair, and replace utility lines, pipes, tunneling, and the like, in, under, over, upon, or through the Premises as may be reasonably necessary or advisable for the servicing of the Premises or other portions of the Shopping Center. SECTION 2. TERM The term of this Lease shall be for thirty-nine (39) months, commencing November 1, 2020 and expiring at 11:59 pm. on January 31, 2024, unless sooner terminated or extended as provided herein. Tenant shall pay its proportionate share of CAM Charges (initially $850 per month) commencing on November 1, 2020, and Tenant shall pay Base Rent ($2,040.00 per month) and the Tenant Improvement Allowance repayment installments ($208.33 per month) commencing on January l, 2021, and for the remainder of the term of this Lease. SECTION 3. RENT A. Base Rent. Tenant agrees to pay Landlord, as its office or other place as Landlord may from time to time designate, as "Base Rent" for the Premises, without any deduction or setoff, the sum of $24,480.00 annually, to be paid in equal monthly installments of $2,040.00 in advance, on the first day of each calendar month, commencing on January 1, 2021 and continuing monthly thereafter through and including January 1, 2024. Rent paid after the 5th day of a month shall be subject to a 15% late-payment charge. Tenant shall also pay Landlord the sum of $208.33 per month as reimbursement for the Tenant Improvement Allowance, commencing on January 1, 2021 and continuing monthly thereafter through and including January 1, 2024. SECTION 4. TAXES A. Real Estate Taxes and Assessments. Tenant agrees to pay Tenant's proportionate share of all real estate taxes and assessments, together with any and all expenses incurred by Landlord in negotiating, appealing, or contesting such taxes and -5- 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM assessments, both general and special, levied and assessed against the land, buildings, and all other improvements which may be added thereto, or constructed With the Shopping Center. Tenant's proportionate share shall be the total amount of such taxes and assessments multiplied by a fiaction, the numerator of which shall be the number of square feet of floor area within the Premises, and the denominator of which shall be the gross leasable area of the existing buildings within the Shopping Center at the time such taxes were levied or assessed, but excluding the floor area of any buildings within the Shopping Center which are 1) separately assessed for tax purposes; and 2) billed to an entity other than Landlord or paid directly by an entity other than Landlord, even shall pay to Landlord though billed to Landlord. During the term of this Lease, Tenant share of monthly in advance, an amount equal to one-twelfih of Tenant's proportionate real estate taxes and assessments payable during the current year, as reasonably estimated by Landlord. If Tenant's proportionate share of real estate taxes and assessments payable in any year is less than the total amount theretofore paid by Tenant for such period, the excess shall be credited against the payment with respect to real estate taxes coming due during the following year. If Tenant's proportionate share of real estate taxes and assessments due and payable during any year exceeds the total amount theretofore paid by Tenant for such period, Tenant shall, upon receipt of invoices from Landlord, pay the difference between the actual amount paid by Tenant and Tenant's proportionate share of real estate taxes and assessments. B . Municipal, County, State, or Federal Taxes. Tenant shall pay, before delinquency, all municipal, county, and state or federal taxes assessed against any leasehold interest of Tenant or any fixtures, furnishings, equipment, stockintrade, or other personal property of any kind, owned, installed, or used in or on the Premises. C . Rental Taxes. Should any governmental taxing authority levy, assess, or impose any the tax, excise, or assessment (other than income or fianchise tax) upon or against rentals payable by Tenant to Landlord, Wither by way of substitution for or in addition to any existing tax on the land, buildings, or otherwise, Tenant shall be responsible for and shall pay any such tax, excise or assessment, or shall reimburse Landlord for the amount hereof, as the case may be. SECTION 5. CONSTRUCTION A . Landlord's Work. Landlord work to be described in Exhibit "C". . B . Tenant's Construction. With the exception of any items specifically enumerated in Exhibit "C" as Landlord's work, Tenant shall, at Tenant's expense, perform all work and supply all installations described in Exhibit "C" and shall fully equip the Premises with all trade fixtures, furniture, fiirnishings, exterior signs, special equipment, and other items necessary for the completion of the Premises and the proper operation of Tenant's business. All items installed by Tenant shall be new and fully paid for in -6- 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM cash by Tenant. Tenant shall not undertake any construction, nor shall Tenant install Without first obtaining any equipment, other than trade fixtures and personal property, Landlord's written approval of plans and specifications therefor, which plans and specifications shall be submitted to Landlord Within thirty (30) days after Landlord's architect provides Tenant with outline plans for the Premises. Thereafter, no charges shall be made in Tenant's plans and specifications without the consent of Landlord. Tenant shall pay to Landlord upon demand, any additional cost incurred by Landlord as a result of changes requested by Tenant. Tenant shall not commence any work unless Tenant first delivers to Landlord a policy or policies of public liability and property damage insurance naming Landlord as an insured, in limits and with companies acceptable to Landlord, and a completion bond covering the Tenant's work naming Landlord as a beneficiary and otherwise in a form and issued a by surety company to Landlord. Tenant shall upon demand pay to Landlord an amount equal to acceptable the prorated Base Rent and other charges due under this Lease for the period of any delay in Landlord's construction, resulting from any failure by Tenant to perform Tenant's obligations with respect to construction of Premises. Tenant and /or Tenant's contractor shall be required to provide temporary construction barriers to control and retain noise, dust, or other material Within the Premises. Tenant agrees to follow all directives from Landlord if, in Landlord's opinion, Tenant's efforts to control the above mentioned emissions are not adequate. If Tenant is entering an already opened mall, Tenant acknowledges that its efforts and/or its contractor's efforts to control the above emissions are its responsibility under this Lease While the construction is in to clean all HVAC progress. Tenant and/or Tenant's contractor shall be required filters clogged with dust, or other materials resulting from its construction activities. Tenant agrees that all waste, garbage, and/or debris resulting from any work performed by Tenant and/or Tenant's contractor or subcontractor shall be removed from the Premises at Tenant's sole cost and expense. Any charges and/or expenses incurred by Landlord in connection with the removal of said waste, garbage, and/or debris shall be paid for by Tenant immediately upon demand of Landlord. Tenant will be required, upon entering the Premises for fixturing and/ or to stocking, post sign a in its window or storefront, in the approximate dimensions of two (2) feet in height and three (3) feet in width, advising the public of its pending opening for business. Said sign shall be of a the opening professional quality and shall be submitted to Landlord for approval. Upon of Tenant's unit for business, the aforesaid sign shall be removed. Other than specifically provided in this Section or elsewhere in this Lease, Tenant shall not display any signs or other communication in its windows or storefront. C . License to Enter Premises. Landlord may, prior to official delivery of the Premises make the Premise available to Tenant for its work and installations, at Tenant's sole risk, so long as such work and installations do not interfere with the construction of the Premises or other building improvements by Landlord. Tenant shall perform of all its from obligations under this Lease (except its obligation to pay rent and other charges) the date the Premises are so made available to Tenant. __7_ 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM SECTION 6. COMMON AREAS A. Common Areas. Landlord grants to Tenant and Tenant's customers and invites the right to use, in common with all others to whom Landlord has or may hereafter grants rights to use the same, the Common Areas located within the Shopping Center. The terms "Common Areas" as used in this Lease, shall mean the parking areas, roadways, pedestrian sidewalks, loading docks, delivery areas, landscaped areas, service courts, open and enclosed courts and malls, fire corridors, meeting areas and public restrooms, and all other areas or improvements which may be provided by Landlord for the common use of the Tenants of the shopping Center as depicted on Exhibit "A," attached hereto and made a part hereof. Landlord hereby reserves the following rights with respect to Common Areas: 1) To establish reasonable rules and regulations for the use thereof; 2) To use or permit the use by others to whom the Landlord may have granted such rights for promotional activities; 3) To close all or any portions thereof as may be deemed necessary by Landlord's counsel to prevent a dedication thereof or the accrual of any rights to any person or the public therein. 4) To change the layout of such Common Areas, including the right to reasonably add to or subtract from their shape and size, whether by the addition of building improvements or otherwise, and may make installations and/or construct or erect buildings, structures, booths therein or thereon and move or remove the same and shall have the right to retain revenue from income producing events whether or not conducted for promotional purposes or by or through the Promotional Fund, if any, and; 5) Landlord shall operate, manage, equip, light, repair, and maintain said Common Areas for their intended purposes in such manner as Landlord shall in its sole discretion fiom time to time determine, and may from time to time change the size location, elevation, nature and/or use of any Common Areas. B. Common Area Charge. Tenant shall pay to Landlord as a "Common Area Charge" (also referred to as "CAM Charge") a proportionate share of all costs and expenses of every kind and nature paid or incurred by Landlord in operating, maintaining, and repairing the Common Areas. Such costs and expenses shall include but not limited to, costs of management, cleaning, lighting, reasonable reserves, and, to the extent that they exceed reserve costs (except to the extent proceeds if insurance or condemnation -8- 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM awards are available therefor, or repairing, maintaining, and replacing all common area improvements; snow removal, parking lot striping, painting, and pointing of exterior walls, landscaping, providing security, providing public liability, property damage, fire, and extended coverage and such other insurance as Landlord deems appropriate; including but not limited to, the cost 0f the Landlord's insurance benefits (including to or on behalf of premiums for Workers' Compensation and other insurance) paid fire hydrant charges employees; personal property taxes, supplies, fire protection and water and sewer charges, utility charges, licenses and permit fees, reasonable Areas and depreciation of equipment used in operating and maintaining the Common rent paid for leasing such equipment, and administrative costs equal to fiiteen percent (15%) of the total cost of all foregoing items. Tenant's Common Area Charge shall be determined by multiplying the total cost incurred by Landlord (less the contributions tenants toward the Common Area Expenses) by the ration of the square paid by major feet within the Premises to the gross leasable area within all of the existing buildings in the Shopping Center. Any change in floor area in such buildings shall be deemed in effect on the first day of the next succeeding month following such change. Tenant's Common Area Charge shall be paid in monthly installments on the first day of each month in an amount to be estimated by Landlord. Within ninety (90) days following the end of the period used by Landlord in estimating Landlord's cost, Landlord shall furnish to Tenant a statement of the actual amount of Tenant's proportionate share of such Common Area Charge for such period. Within fifteen (15) as the days thereunder, Tenant shall pay to Landlord or Landlord shall remit to Tenant, case may be, the difference between the estimated amounts paid by Tenant and the actual amount of Tenant's Common Area Charge for such period as shown the statement. The operating costs described in this Section 6 shall be subject to audit by Tenant at the address Landlord set forth in the preamble of this Lease and at Tenant's expenses during regular business hours for one (1) year following the end of the period used by Landlord in estimating Landlord's cost, provided said right inspect may not to occur more than once in any such period. Landlord shall use its best effort to minimize such costs of operation, management and maintenance in a manner generally accepted with Shopping Center practices. SECTION 7. UTILITIES A . Gas and Electric Charges. Commencing with the date on which Landlord delivers the Premises to Tenant, Tenant shall pay for gas, if the same is available to the Premises, electric current, and all other utilities required for the proper operation of Tenant's business, together with all taxes levied or other charges on such utilities and governmental charges on utility consumption. . Water and Sewer Charges. Commencing also on the date on which Landlord delivers the Premises to Tenant, Tenant shall pay all water charges, all charges -9- 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM the Premises. resulting from any sprinkler systems, and sewer charges charged against If any such utilities are not separately metered or assessed or are only partly separately metered or assessed and are used in common with other Tenants of the shopping Center, Tenant shall pay to Landlord an apportionment of such charges for utilities used in common, computed by multiplying such charges by the ratio of the square feet within the Premises to the square feet of all Tenants using such common facilities, in addition to Tenant's payments of the separately metered charges. In no event shall Landlord by liable for the quality, quantity, failure, or interruption of such services to the Premises. SECTION 8. USE OF PREMISE BY TENANT A. Tenant's Use of Premises. Tenant shall have the right to use the Premises only for the operation of a restaurant selling "Italian-style food" and the sale of incidental items and for no other purpose, unless consented thereto, in writing by Landlord. B. Trade Name. Unless otherwise consented to in writing by Landlord, Tenant agrees to conduct its business in the Premises under the name of ALTONY'S and under no other names. C. Operation of Business. Tenant agrees to open its restaurant for business, fully fixtured, stocked, and staffed and to continuously conduct in 100% of the Premises, a minimum of the hours of 10:00 am to 10:00 pm on Mondays through Saturdays and on business described in Sundays from noon until 6:00 pm (optional not required), the Section 8A hereof, except where Tenant is prevented from doing so by strikes, casualty or other causes beyond Tenant's control. SECTION 9. TENANT'S COVENANTS WITH RESPECT TO OCCUPANCY Tenant agrees: A. To occupy the Premise in a safe and carefiil manner and in compliance with all laws, ordinances, rules, regulations, and orders or any governmental bodies having jurisdiction over the Premises, and without committing or permitting waste; B. To neither do nor suffer anything to be done or kept in or about the Premises which contravenes Landlord's insurance policies or increases the premiums therefor; C. To keep its show or display Windows, canopy, and electric signs lighted until at least 9:00 PM local time each business day or until thirty (30) minutes after closing each _10_ 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM business day, whichever is the later; . To permit no reproduction of sound which is audible outside the Premises, and to permit no offensive odors to emanate from the Premises; the interior surface of any E To place no sign on the exterior of the Premises or on windows of the Premises unless it meets the standards as set forth in Exhibit "D" attached hereto and made a part hereof and without also obtaining Landlord's prior written consent, and to maintain in good repair and promptly remove and repair and not to display and damage caused by any such permitted signs. Tenant agrees banners, pennants, search lights, window signs, balloons, or similar temporary advertising media. Tenant agrees to maintain its signs in a good state of repair and save Landlord harmless from any loss, cost, or damage as a result of the same and shall the erection, existence, repair any damage which may have been caused by maintenance, or removal of such signs. To place no merchandise, sign or other thing of any kind in the vestibule or entry of the Premises or on the sidewalks or other Common Areas adjacent thereto or elsewhere on the exterior of the Premises without Landlord's consent; G To park Tenant's vehicles and to require all employees to park only in such places as may be designated fiom time to time by Landlord for use of the Tenant and its employees, and specifically not to permit parking by any of them in any service court area. (Landlord reserves the right to impose fines against Tenant for any violation of these parking restrictions by Tenant and/or Tenant's employees; Landlord further reserves the right to have towed, at Tenant's cost and expense, any automobile parked in violation of this clause); To keep any refuse in proper containers in the interior of the Premises until the same is removed and to permit no refuse to accumulate around the exterior of the Premises; I To neither load nor unload or permit the loading or unloading of merchandise, equipment, or other property from any doors of the Premises that open onto the sidewalk areas, nor from any other doors except from the rear of the Premises and to use its best efforts to prevent the parking or standing of vehicles and equipment upon Shopping Center land except when actually engaged in loading or unloading; To conduct no auction, fire, or goingoutof-business sale without the prior written consent of Landlord; To permit Landlord free access to the Premises at all reasonable times for the purpose of examining the same or making alterations or repairs to the Premises that Landlord may deem necessary for the safety or preservation thereof; _11__ 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM L. To adequately heat and cool the Premises; M. To permit no lien, notice of intention to file lien or other charges (whether arising out of work of any contractor, mechanic, laborer, or material man or any mortgage, conditional sale, security agreement, or chattel mortgage or otherwise) which might be or become a lien or encumbrance or charge upon the Premises or any part thereof or the income therefiom, and to suffer no other matter of thing whereby the estate, right and interest of Landlord in the Premises or any part thereof might by impaired; N. To solicit no business in the Common Areas, nor distribute handbills or other in the advertising matter to customers, nor place the same in or on automobiles Common Areas; O. To comply with all reasonable rules and regulations which landlord may from time to time establish for the use and care of the Premises, the Common Areas, and other facilities and buildings on the Shopping Center, including but not limited to the rules and regulations regarding the roofing system as more particularly detailed in Exhibit "C-l" attached hereto and made a part hereof; P. To cooperate fully with Landlord and other tenants of the Shopping Center in for the Shopping promoting the use of trade names and slogans as may be adopted Center and in all promotional and advertising campaigns; Q. To shut off all exhaust fans, if any, servicing the Premises at all times when Premises are closed. If Tenant's Premises fiont on an enclosed mall Tenant shall maintain positive air pressure so as to prevent the drawing of heated or cooled air from the enclosed mall and shall keep the Premises heated or air conditioned, as the case may be to at least the same minimum temperature (in the case of air conditioning) as Landlord shall attempt to maintain in such mall; R. To handle and dispose of all rubbish, garbage, and waste in accordance with in sealed regulations established by Landlord and not permit the accumulation (unless metal containers) or burning of any trash, rubbish, refuse, garbage, or waste materials in, on, or about any part of the Shopping Center; S. To participate in any reasonable window cleaning and extermination programs that in may be established by Landlord for all or substantially all other stores and businesses the Shopping Center; T. To prohibit the Premises fiom being used in any way which will injure the reputation of the same (or of the Shopping Center) or may be a nuisance, annoyance, inconvenience, or damage to the tenants of the Shopping Center or of the neighborhood including, -12- 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM Without limiting the generality of the foregoing, noise by the playing of any musical instrument or radio or television, or the use of a microphone, loudspeaker, electrical which in equipment, or utilizing flashing lights or search lights or any other equipment the judgement of the Landlord might cause disturbance, impairment, or interference with the use or enjoyment by any other tenant in the Shopping Center; U. To prohibit the operation on the Premises or in any part of the Shopping Center of any coin or token-operated vending machines or similar devices (including without limitation pay telephones, pay lockers, pay toilets, scales, amusement devices and machines for the sale of merchandise and/or commodities; V. To permit on or after ninety (90) days next preceding the expiration of the term of this Lease, Landlord or its agents to have the right to Show the Premises to potential tenants, and to place notices offering the Premises "For Lease" or "For Sale" on the fiont of the Premises or any part thereof; and W. That it shallnot make any penetrations of the roof of the Premises Without the prior written consent of the Landlord. SECTION 10. REPAIRS AND ALTERATIONS A. Repairs by Landlord. Landlord shall keep the foundations, roof, and structural for repairs required portions of the outer walls of the Premises in good repair, except thereto by reason of the acts of Tenant, Tenant's employees, agents, invitee, licensees, or contractors. Tenant shall give Landlord written notice of the necessity for repairs coming to the attention of Tenant following which Landlord shall have a reasonable time to undertake and complete such repairs. The provisions of this Section 10A shall not apply in the case of damage or destruction by fire or other casualty or by eminent domain, in which events the obligations of Landlord shall be controlled by either Section 12 or Section 14 hereof. It is expressly understood the Landlord shall not be responsible for any structural or exterior portions of the Premises abutting an open or enclosed mall. Landlord reserves the right to implement a uniform program of standard maintenance for the heating, ventilating, and air conditioning systems (HVAC) servicing the such Shopping Center, of which the Premises is a part. Landlord shall implement any who will program by contracting with a company or companies of Landlord' choosing s provide such maintenance service. Tenant acknowledges that such company or and Landlord shall companies shall be hired by Landlord as an independent contractor not be liable for the negligent acts or omissions of said independent contractor(s). Should Landlord exercise such right, Tenant agrees to pay within ten (10) days from the receipt of an invoice fiom Landlord its share of such maintenance costs based on a standard maintenance per unit cost provided by said contractor(s). In the event the _13__ 14-CV-24-2216 Exhibit A 14-CV-24-2216 Filed in District Court State of Minnesota 6/24/2024 3:53 PM contract shall be based on a flat fee for the entire Shopping Center, Landlord shall invoice Tenant for its proportionate share of such maintenance costs which shall be determined by multiplying the total cost incurred by Landlord by the ratio of square feet within the Premises to the square feet of the gross leasable area of all existing to buildings and facilities subject to such maintenance contract. Specific repairs Tenant's HVAC system not covered under Landlord's standard maintenance contract shall remain the sole responsibility to Tenant, however, Tenant shall only utilize for such repair, the contractor or contractors designated and approved by Landlord. term Notwithstanding the foregoing, Tenant acknowledges that at all times during the of this Lease, including any renewals or extensions thereof, Landlord shall not be responsible or liable to Tenant for the maintenance of Tenant's HVAC system, including such time or times when Landlord elects to implement a uniform maintenance program for such HVAC system. B . Repairs by Tenant. Except as provided in Section 10A, Tenant shall keep the Premises and every part thereof and any fixtures, facilities, or equipment contained therein, in good condition and repair, including, but not limited to, exterior and interior and showcases portions of all doors, door checks and operations, windows, plate glass, surrounding the Premises, the heating, air conditioning, electrical, plumbing, and sewer systems, the exterior doors, window frames, and all portions of the store front area, and shall make any replacements thereof and all broken and/or cracked plate and window glass which may become necessary during the terms of this Lease. If Tenant refuses or neglects to commence or complet